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Directors Report of MITCON Consultancy & Engineering Services Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 33rd Annual Report of the Company and Audited Accounts for the year ended 31st March, 2015.

1. COMPANY'S PERFORMANCE :

In the year under review, as per the latest GDP growth estimates, Indian Economy grew by 7.4% in FY 2014-15 as compared to 6.9% in FY 2013-14, mostly driven by improved economic fundamentals, strong domestic demand coupled with improved business sentiments in the country. During the year, the Company achieved a gross turnover of Rs. 4740.27 Lakhs (previous year 4278.75 Lakhs) which represents 11% increase over the previous year. The increase in business is majorly due to increase in Consultancy income. Profit After Tax is Rs. 535.47 Lakhs (Previous year 708.90 Lakhs).

2. FINANCIAL HIGHLIGHTS : (Rs. in Lakhs)

Particulars As on 31.03.2015 As on 31.03.2014

Revenue From Operations 4323.87 4049.07

Other Income 416.40 229.68

Total 4740.27 4278.75

Profit Before Depreciation 1260.86 1188.48

Depreciation 483.03 161.71

Provision for Tax – Current 285.00 275.00

– Deferred (42.64) 42.87

Profit for the Year 535.47 708.90

3. DIVIDEND AND RESERVES :

Dividend

The Directors recommend for your consideration a fnal dividend of 10% (Rs.1 per Equity Share) for the year 2014-15. The proposed dividend (including Dividend Distribution Tax) will absorb Rs. 145.63 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, despite continued poor market & economic situation (particularly in the power & sugar sectors), this division registered improved performance in business development and generation of billing. Apart from regular business and services at micro levels, power division re-established in macro / policy business, as well as established in loan syndication and international business.

Key achievements includes :

Major growth in macro assignments, status report on bagasse cogeneration at sugar factories in India for IREDA / MNRE, cogen plant Operator Training Program for MNRE, business meets at Solapur & Hubli for IREDA, transaction advisory services for Uttarakhand Sugars, bagasse cogen & power sector reports for Czarnikow, UK

Successful commissioning of integrated sugar and cogen power projects for Swaraj India Agro Ltd., Maharashtra & Shri Balaji Sugars & Chemicals Pvt. Ltd., Karnataka and GMT Mining & Power Pvt. Ltd., Maharashtra, cumulating to 7500 TCD sugar & 52 MW power

Successful loan syndication services for Vithal Refned Sugars, Parag Agro & Indreshwar Sugar from MSC Bank, Gobind Sugars from IREDA and Shri Vithal SSKL & Shri Bhausaheb Thorat SSKL from SDF, cumulating to Rs. 450 crore, several assignments in progress

Excellent performance of commissioned cogen power plants

PAN India presence stabilized (assignments completed in Maharashtra, Karnataka, Tamil Nadu, Andhra Pradesh, Gujarat, MP, UP, Uttarakhand, Punjab, etc.)

Established Lender Independent Engineer's services (ITPCL, BLAPL, Sovereign Industries, Soubhagya Laxmi, L&T, Indian Cane Power & Rana Sugars – Distillery)

Participation in SAARC dissemination workshop on Cogeneration Opportunities in Sugar & Paper Industries in SAARC Member Countries in September, 2014 at Colombo in Sri Lanka

Participation & presentation in International Sugar Conference in November, 2014 at Dubai, organized by IBC, Singapore

International assignments from Czarnikow & Ameresco, UK and Sukari Industries Ltd. & West Kenya Sugar Industries Ltd., Kenya

Participation & presentation in Boiler Awareness Program, 2015, organized by Jt. Director, Steam Boiler, Maharashtra State, Solapur in March, 2015

ENERGY AND CARBON DIVISION :

During the year under review, Energy and Carbon Services Division continued to work on various important assignments from Government as well as Private Sector.

Empanelled with Bureau of Energy Efficiency (BEE), under the Ministry of Power (MoP) as Accredited Energy Audit Firm.

Key achievements includes:

Energy Study Professional Services at M/s Indo Bharat Rayon & M/s Indo Raya Kima, INDONESIA, M/s Indo Thai Synthetics Company Ltd., THAILAND and M/s Hindalco Industries Ltd., Renukoot, INDIA for M/s Aditya Birla Group.

Load Research & Analysis for Chamundeshwari Electricity Supply Corporation Ltd., Mysore & Gulbarga Electricity Supply Company Ltd., Gulbarga for M/s Energy Efficiency Services Limited, Noida, INDIA.

Working for United Nations Development Programme (UNDP) as Cluster Level Agency to Support Implementation of Energy Effcient Production in Small Scale Steel Industry in India – Jalna Cluster

Carrying Out Electrical & Thermal Energy Audits of 64 Units (Dairy, Chilling Centre, Cattle Feed Plant) of Mother Dairy, Gandhinagar, INDIA (A Unit of Gujarat Co-Operative Milk Marketing Federation Ltd.)

Empanelled with Solar Energy Corporation of India (SECI), a Central Public Sector Enterprises under the Ministry of New Renewable Energy (MNRE), for providing consultancy services for solar parks (each 500 MW & above capacity) in various parts of the country. This division is currently developing Detailed Project Report (DPR) for the proposed 1500 MW Solar Park (10,100 acres, 1500 MW) at NP Kunta, Ananthpur, District & Guliveedu, Kadappa District, Andhra Pradesh, INDIA.

Site Supervision Consultancy Services for 4.00 MWp (with 0.50 MWp tracker system) Grid Connected Solar Power Project installed at Hoshiarpur, Punjab, INDIA for M/s Aditya Medisales Ltd., Mumbai – Project Commissioned on March 31, 2015.

Project Management Consultancy Services for 1.00 MWp Captive Grid Connected Solar Power Project installed at Osmanabad, INDIA for M/s Nipur Chemicals Ltd., Mumbai – Project Commissioned on March 31, 2015.

The Division was the largest Third Party Inspection Agency for Solar Thermal Systems installed by Channel Partners under Jawaharlal Nehru National Solar Mission for Ministry of New & Renewable Energy, Government of India.

Providing Consultancy Services for Preparation of Feasibility Study Report, Basic Engineering & Preparation of Tender Documents for Selection of EPC Contractor Firm and Other Services for Proposed 50 MW Wind Power Project in Gujarat State for Gujarat Mineral Development Corporation Ltd., Ahmedabad, INDIA.

ENVIRONMENT MANAGEMENT AND ENGINEERING DIVISION :

Environment Management and Engineering Division provides the services like Environment Impact Assessment (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 of Environment and Forests (MoEF) approved laboratory through which testing & analysis of Water, Air & Soil etc. is being carried out.

The division has also accreditation from Quality Council of India (QCI) to carry out EIAs in various sectors including Thermal power plant, Irrigation projects, Townships and Area development, Roads and Highways, Ports and Harbors, Sugar & Distilleries, Cement plants etc. This division has also got accreditation for three additional sectors viz; mineral beneficiation including pelletisation and Synthetic organic chemicals industry (dyes & dye intermediates; bulk drugs and intermediates excluding drug formulations; synthetic rubbers; basic organic chemicals, other synthetic organic chemicals and chemical intermediates), Building and large construction projects including shopping malls, multiplexes, commercial complexes, housing estates, hospitals, institutions.

The laboratory accreditation and QCI accreditation have helped the division to maintain healthy client base of over 100 plus which includes the corporates likes Mahindra, Bajaj Auto Ltd, Kirloskar Brothers Ltd., Minda Stoneridge, TACO, ITC, Piagio, Cummins India Ltd, FIAT Automotive Ltd, Panchshil Realty, City Corporation etc. The division received assignments in Solid Waste Management successfully which includes assignment of SIDCO.

During the year under review, an Environment Testing Laboratory was modernized and now it is spread over 4000 sq. ft.

BANKING & FINANCIAL SOLUTIONS DIVISION :

Your Company started Banking & Finance consultancy Division in September, 2006 with basic objective of providing "One Roof Service" to Bankers e.g. Preparation of DPR/ TEV Study/ LIE Services/ Restructuring Exercise/ Assets Valuation/ Business Valuation etc. Over the period, division has made commendable efforts in getting your Company empanelled with most of the leading commercial banks. At present, the division is providing consultancy for various projects located in various parts of India apart from some projects from Dubai, Ghana, Brazil, Singapore, Sri Lanka, Thailand, Bhutan and Indonesia. Some of the major clients and product manufactured by the respective client is as under:

- Concast Steel and Power Ltd. Steel and Power generation

- Deepak Cables Ltd. Copper Wires

- Gayatri Projects Ltd. Infrastructure Projects

- Indo-Baijin Chemicals Ltd. Liquid carbon-di-sulphide

- Parenteral Drugs India Ltd. Saline and insulin

- RVS Educational Trust Educational activity

- Sirpur Paper Mills Ltd. Paper and paper boards

- Vijai Electricals Ltd. Transformer

- Vijai Eletrica Do Brasil Ltda Transformer for Brazil Govt.

- INFRASTURCTURE CONSULTING DIVISION :

Infra Consulting Group intensifed its activities during the year under review. During the year under review, this division has received major order from Maharashtra Maritime Board which has given the revenue of approx. Rs. 1.80 Crores which helped for increase in the overall revenue of the Company.

- SECURITISATION AND FINANCIAL RESTRUCTURING DIVISION : Key achievements includes:

- Got empanelled with few more PSU Banks viz. IDBI Bank, Bank of Baroda, Bank of Maharashtra, Dena Bank and Asset Reconstruction Companies (ARCs) viz. ARCIL and Edelweiss ARC Ltd.

- Done 24 Valuation assignments for various corporates, the major one being Skil Infrastructure Ltd., Arshiya FTWZ Ltd., Kalpataru Resorts and Tulip Hotels, Aman Infratex Ltd., Impala Distilleries & Breweries Pvt. Ltd., Lodha Dwellers Pvt. Ltd., The Lalit Hotels etc.

- Opened 2 new SBUs in Chennai and Bangalore. Both the SBUs have now got empanelled with Federal Bank, Oriental Bank of Commerce, Vijaya Bank, Bank of India and empanelment formalities with Central Bank of India, Bank of India, Karur Vysya Bank Ltd. are in process.

- During the year, the SARFAESI Division has taken over physical possession of more than 50 properties and offered support services for sale of assets.

- AGRO INFRA AND FOOD PROCESSING DIVISION :

In the frst of its independent operations, this division has achieved approx. turnover of Rs. 1 crores. Some of the remarkable achievements of this division are:

- Disbursement of frst tranche of grant-in-aid of Rs. 5 Crores out of total grant-in-aid of Rs. 50 Crores approved by Ministry of Food Processing Industries (MoFPI), GoI, New Delhi for proposed Mega Food Park near Surat, Gujarat being promoted by Gujarat Agro Infrastructure Mega Food Park Private Limited. Your Company is Project Management Consultants (PMC) for this project.

- Approval of Modern Abattoir at SAS Nagar, Mohali, Punjab by MoFPI.

- Approval of Modern Abattoir at Ludhiana, Punjab by MoFPI.

- Appointment of your Company as PMC for Modern Abattoir at SAS Nagar, Mohali, Punjab, Chitradurga, Karnataka and Kolkata, West Bengal

- Appointment of your Company as PMC for Modern Abattoir at Hospet, Karnataka

- In-principal approval for Mega Food Park Proposals for fresh EOI from MoFPI:

- NDR Infrastructure Pvt. Ltd. near Chennai, Tamil Nadu

- Ruchi Global Ltd., Dewas, Madhya Pradesh

- Approval of Integrated Cold Chain proposal of Western Super Fresh Corporation, Mumbai from MoFPI

- TEXTILES AND CLUSTER INFRA DIVISION : Key achievements includes:

- Successful Entry in Textiles Business by offering consultancy in Spinning, Weaving & Garment Sector to following Clients:

Maharashtra

- Manjeet Cotton Ltd., Aurangabad

- Innovative Textiles Ltd.,Nagpur

- Kennigton Industries Pvt. Ltd., Mumbai

- Finfoot Lifestyle Pvt. Ltd., Pune

- Siddharth Pooja Spintex Pvt.Ltd., Aurangabad

- Wadwani Textiles Park, Beed Gujarat

- Yogiraj Mills Pvt. Ltd., Rajkot Haryana

- Innovative Textiles Ltd., Gurgaon

- Repeated Assignments from well known Textiles Groups namely Manjeet Cotton Ltd, Aurangabad & Innovative Textiles Ltd, Gurgaon

- Created Identity also as 'Textiles Consultant' to march Ahead in Indian Textiles Industry. Cluster Development :

Cluster Development under Maharashtra State Industrial Cluster Development Programme (MSI-CDP) promoted by Dept. of Industries, Govt. of Maharashtra :

Sanction of Diagnostic Study Reports (DSRs) from Department of Industries , Govt. of Maharashtra for following Clusters :

Sr. No. Cluster Location

01. Zardozi Cluster Yeola Dist., Nashik

02. Agri Equipment Cluster Andersul Dist., Nashik

03. Rice Mills Cluster Chamorshi Dist., Gadchiroli

04. Jaggery Cluster Kati Birsola Dist., Gondia

05. Rice Mills Cluster Sadak Arjuni Dist., Gondia

06. Cotton Cluster Aurangabad

07. Garment Cluster Amravati

08. Honey Processing Cluster Shingnapur Dist., Amravati

09. Teakwood Furniture Cluster Paratwada Dist., Amravati

- BUREAU OF MARKET RESEARCH DIVISION :

This division provides a wide spectrum of service in the feld of marketing and social research and also assist clients by providing solutions at all phases of planning & development. This division conducted various assignments in social research, industrial research and consumer research.

Key achievements includes:

- It successfully conducted Impact evaluation study on "Integrated Dairy Development Programme" in select districts in Maharashtra for Maharashtra Rajya Sahakari Dudh Mahasangh Maryadit, Mumbai.

- Market Assessment Study in the state of Maharashtra for Mittal Precision Hitech Steel Private Limited for their steel products.

- Prepared 15 project profles on various subjects for Lokshahir Annabhau Sathe Development Corporation Limited.

- Conducted a study regarding impact of hike in Excise Duty on various types of alcoholic beverages in the State of Maharashtra for Confederation of Indian Alchoholic Beverages Corporation

- Carried out a physical verifcation of Prime Minister Employment Generation Programme (PMEGP) units funded by Khadi Village Industries Commission. The assignment is at advanced stage.

During the year under review, this division has been merged with Textiles and Cluster Development.

- ENTREPRENEURSHIP & VOCATIONAL TRAINING DIVISION :

During the year under review, this division conducted State Level Conference on De-addiction Literacy organized in Mumbai sponsored by Dept. of Social Welfare, Govt. of Maharashtra.

Also, Special project viz; Udaan was launched for students of state of Jammu & Kashmir which includes training in skill development and placement in Maharashtra. Objective of the said programme is to bring these students in the main national stream.

- MITCON CENTRE FOR CSR AND SKILL DEVELOPMENT :

This division scaled up its operations at new center at Balewadi. The center is having state of the art training facility. It offers varied range of training programs to develop resourceful and skilled manpower through various laboratories like Gemology, Catering, Fashion Technology, Four Wheeler Repairing Lab, Beauty Care etc. This division also provides CSR solutions to the Corporates. This center is getting

Key achievements includes:

- Has received sponsorship for conducting vocational training from TATA Motors Ltd. Beside this TATA Motors Ltd, has supported us for four wheeler repairing and maintenance course by providing on the job training with stipend to the students trained by MITCON for which fees were partially sponsored by TATA Motors Ltd.

- It has also applied to National Skill Development Corporation for Accreditation to 40 trades. The proposal may get sanction in Financial Year 2015-16.

- Prepared a CSR policy document for Paranjape Autocast Private Ltd.

- Executed an assignment of organizing camps at 8 locations in Maharashtra and Gujarat for the beneficiary Kansai Nerolac Paints Ltd, Mumbai under their CSR initiative.

- Executed an assignment received from State Reserve Police Force (SRPF) for imparting canteen management training at our Hotel Management Lab at Balewadi.

- MITCON e-SCHOOL :

This division while continuing its activities from the agriculture college campus, Pune also scaled up activities at its Chinchwad Centre and new center set up at Balewadi.

Key achievements of this Division during this financial year includes:

- Received Affliation of KPMG for Accounting and Financial Courses at Pune.

- Received Affliation of "Pearson Workforce Education" for various On-line courses.

- Chinchwad Centre has been expanded more by additional space of 600 sq. ft. which would enhance the business further.

- BIO PHARMA AND HEALTHCARE DIVISION :

This year, this division provided consultancy for setting up Soil Water Testing Lab in Selu, Dist. Parbhani for the benefit of Farmer to reduce use of excess amount of chemical fertilizer. This is important step towards organic farming.

5. DIRECTORS :

Pursuant to Article 171 of the Articles of Association of the Company Mr. Ananta Sarma and Mr. S. Thiruvadi who retire by rotation and being eligible, offer themselves for re-appointment.

During the year under review the Board appointed the following as Additional Directors on the Board:

Mr. Chiman Deshmukh as representative of SICOM Limited.

Mr. Jagannath Dange, Mr. Aniruddha Joshi and Mrs. Archana Lakhe as an Independent Directors of the Company.

The above directors who were appointed by the Board of Directors of the Company as an Additional Directors and who in terms of Section 161 of the Companies Act, 2013 read with Articles of Association of the Company hold such office until the conclusion of this Annual General Meeting and being eligible offer themselves for appointment as Director.

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

Your Board recommends their appointment/ re-appointment at the ensuing annual general meeting. A brief resume, nature of expertise, details of directorships held in other companies and other information of the directors proposing appointment/re-appointment pursuant to clause 52 of the Listing Agreement entered with the Stock Exchange is appended as an annexure to the notice of ensuing annual general meeting.

During the year under review and till the date of this report, Mr. O. V. Bundellu, Mr. Ashok Mahajan, Mr. Prasoon and Mr. Suneet Shukla resigned as Directors of the Company. The Board places on record its sincere appreciation for their valuable contributions.

6. BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013, the Board Members evaluated the performance of individual directors based on their participation & contribution in the Board Meetings and Meeting of the Committees of the Board. Independent Directors also evaluated the performance of the Non- Independent Directors in their separate meeting.

7. NUMBER OF MEETINGS OF THE BOARD :

During the financial year 2014-15, fve Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

8. COMPOSITION OF AUDIT COMMITTEE :

The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this report.

9. KEY MANAGERIAL PERSONNEL (KMP) :

During the year under review, your Company has appointed following persons as Key Managerial Personnel:

Sr. No. Name of the Person Designation

1. Mr. Ram Mapari Chief Financial officer

2. Mr. Madhav Oak Company Secretary

10. NOMINATION AND REMUNERATION POLICY :

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy is annexed hereto and forms part of this Report.

11. WHISTLE BLOWER POLICY :

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The whistle blower policy has been posted on the website of the Company (www.mitconindia.com)

12. AUDITORS :

The apointment of the Statutory Auditors of the Company M/s. Joshi & Sahney, Chartered Accountants, Pune shall be required to be ratifed at the ensuing annual general meeting for the Financial Year 2015- 16.

M/s. Joshi & Sahney, Chartered Accountants, Pune is an independent audit frm and none of your Directors, KMP's are related or interested in it, directly or indirectly.

Auditors Remark

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

13. SHARE CAPITAL :

During the year under review, there was no change in paid-up share capital of the Company which stood at Rs. 1,210 Lakhs.

14. REPORT ON CORPORATE GOVERNANCE :

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 52 of the Listing Agreement entered with the Stock Exchange are complied with. A separate section on Corporate Governance and Auditors Certificate thereon is annexed hereto and forms an integral part of this Report.

15. EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed hereto and forms an integral part of this Report.

16. SECRETARIAL AUDIT :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s SVD & Associates, a frm of Company Secretaries in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed hereto and forms an integral part of this report.

There is no secretarial audit qualification for the year under review.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

In accordance with the provisions of the Companies Act, 2013 and listing agreement requirements, the Management Discussion and Analysis report is annexed hereto and forms an integral part of this Report.

Discussion on state of Company's affairs has been covered as part of the Management Discussion and Analysis.

18. CORPORATE SOCIAL RESPONSIBILTY :

During the year, your Company has contributed Rs. 27,19,844/- towards Corporate Social Responsibility (CSR). For the year 2014-15, the budget for CSR spend is in line with the provisions under the Companies Act, 2013 in this regard. The budget is project driven and approved by the CSR Committee. A detailed report on CSR activities carried out by the Company is annexed hereto and forms an integral part of this report.

As a part of social initiative, your company also donated Furniture and Computers to the educational institutions, trusts.

19. PARTICULARS REQUIRED TO BE FURNISHED BY COMPANIES :

The provisions relating to disclosure of details regarding energy Consumption, both total and per unit of production and technology absorpotion are not applicable as the Company is engaged in the business of providing consultancy services and conducting training programmes.

Your Company carries out its operations in an environmental friendly manner and is on the look-out for different ways & means to reduce the consumption of energy in its operations. The Company has assessed the requirements of energy Efficiency from outside experts with the help of Energy and Carbon Services Division.

20. FOREIGN EXCHANGE EARNINGS & OUTGO :

An amount of Rs. 61.53 Lakhs (Euro 13,143, GBP 4,725 US$ 38,172) were received during the year on account of Professional fees and reimbursement of expenses. (Previous Year US $ 90853, Euro 10,302, GBP 10,042 equivalent to Rs. 72.67 Lakhs)

Expenditure in Foreign Currency during the year was Rs. 6.55 Lakhs (US $ 1,043, Euro 7,145, Thai Bahts 1,450, Swiss Frank 500) (Previous Year US $ 6182.36, Euro 1,495, Swiss Frank 250 equivalent to Rs. 5.23 Lakhs).

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 :

The Company has not given any loans, guarantees or made any investments during the year, which would be covered by Section 186 of the Companies Act, 2013.

22. PARTICULARS OF EMPLOYEES :

None of the employee of the Company was in receipt of remuneration of more than Rs.60 Lakhs per annum or Rs. 5 Lakhs per month if employed for part of the year except Managing Director. At the end of the year, Company had 254 numbers of Staff.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In this regard, Internal Complaints Committee has been set up to redress complaints. During the year under review, there were no complaints fled pursuant to the aforesaid Act.

23. 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 the Company with Related Parties which was not in the ordinary course of business is being provided separately as Form AOC-2 and which is annexed and forms part of this report. The particulars of arrangements entered into by the Company with Related Parties which in the ordinary course of business are provided in notes to the Financial Statements.

24. RISK MANAGEMENT POLICY :

The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The Company identifes all strategic, operational and financial risks that the Company faces, by assessing and analysing the latest trends in risk information available internally and externally and uses the same to plan for risk mitigation activities.

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY :

There are no adverse material changes or commitments occurring after 31st March, 2015 which may affect the financial position of the Company or may require disclosure.

25. CHANGE IN THE NATURE OF BUSINESS :

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

26. INTERNAL FINANCIAL CONTROL :

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

27. RESPONSIBILITY STATEMENT :

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

- In preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

- We had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company at the end of the financial year and of the Profit of the company for that period.

- We had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- We have prepared the Annual Accounts on a going concern basis.

- Internal Financial Controls as laid down were adequate and were operating effective.

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

28. ACKNOWLEDGEMENTS :

Your Directors would like to record their appreciation for the support to the company received from:

- GOVERNMENT OF INDIA

Ministry of Food Processing Industries Department of Science & Technology

- GOVERNMENT OF MAHARASHTRA Department of Industries

- The Shareholders, Banks, Institutions, all our esteemed Customers and Employees of the Company.

On behalf of the Board of Directors

Place: Pune

Date: 27th May, 2015

Sd/- Sd/-

Chiman Deshmukh Dr. Pradeep Bavadekar

Director Managing Director

(DIN 07131406) (DIN 00879747)


Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 32nd Annual Report of the Company and Audited Accounts for the year ended 31st March, 2014.

1. COMPANY''S PERFORMANCE :

In the year under review, the Indian economy went through challenging times due to domestic impediments like elevated levels of food and retail inflation, high input costs, pressure on profit margins and infrastructural bottlenecks, cyclical down turn with growth slowdown, elevated current account deficit etc. In line with the overall weakness in the economy, your Company had a particularly daunting year with significant regulatory and policy uncertainties which were necessary for the consultancy business of your Company. During the year, your Company achieved a gross turnover of Rs. 4278.75 Lakhs (previous year Rs.4870.56 Lakhs) which represents 12% decrease over the previous year. Profit After Tax is Rs. 708.90 Lakhs (Previous year Rs. 991.79 Lakhs) represents 29% decrease over the previous year due to overall decrease in the business of the Company.

Another major highlight for the year was your Company had successfully completed its Initial Public Offer (IPO) in October, 2013 and consequently the Equity Shares of the Company were listed on SME Platform (Emerge) of the National Stock Exchange of India Limited effective from 1st November, 2013. We moved past another key milestone when your Company became the first Technical Consultancy Organisation from India which is listed on the Stock Exchange.

2. FINANCIAL HIGHLIGHTS :

(Rs.in Lakhs)

Particulars As on 31.03.2014 As on 31.03.2013

Income 4049.07 4666.57

Other Income 229.68 203.98

Total 4278.75 4870.56

Profit before 1188.48 1547.45 Depreciation

Depreciation 161.71 150.75

Provision for Tax 275.00 440.00 - Current

- Deferred 42.87 (35.09)

Profit for the Year 708.90 991.79

3. DIVIDEND AND RESERVES :

Dividend

The Directors recommend for your consideration a final dividend of 10% (Re. 1/- per Equity Share) for the year 2013-14. The proposed dividend (including Dividend Distribution Tax) will absorb Rs. 141.56 Lakhs.

Reserves

It is recommended that an amount of Rs. 110 Lakhs be transferred to General Reserves.

4. HIGHLIGHTS OF IMPORTANT ASSIGNMENTS :

* POWER DIVISION :

During the year under review, this division explored the opportunities in the states of Gujarat, Karnataka & Madhya Pradesh which resulted into securing of Narmada Khand & Shri Ganesh Khand assignments in Gujarat, several assignments in Karnataka & assignment of Narmada Sugars in Madhya Pradesh. With this, PAN India presence of this division stabilised as assignments were carried out in Maharashtra, Karnataka, Tamil Nadu, Kerala, Andhra Pradesh, Gujarat, Madhya Pradesh, Uttar Pradesh, Haryana, Punjab, etc.

This division also received the assignments in International markets like from Ghana & Comoros and the assignment are also under discussion from the countries like Kenya, Indonesia, Columbia, Bangladesh, Pakistan, Nepal, etc.

During the year under review, this division worked on few assignemnts of Loan syndication, assignments regarding distillery spent wash fired boiler & Turbine Generator power projects which could be a new area for this division and is also expected to multiply. This division also handled large variety of and complex pre-investment assignments.

The names of the important assignments handled by the division are:

* Successful commissioning of Mahatma Sugar (15 MW), Lakshmi Sugar (20 MW), Ashok SSKL (15 MW), Abellon Clean Energy (9.9 MW), Narmada Khand (3.8 MW) & Dr. Babasaheb SSKL (10 MW), cumulating to 73.7 MW

* Excellent performance from commissioned projects (Kisanveer, Krishna, Dudhganga Vedganga, Lakshmi, Usher Eco, Purna etc.)

* Consultancy / engineering services provided to International clients like Intellsol Technologies, Energy Excel LLP, Government of The Union of Comoros

* ENERGY AND CARBON DIVISION :

During the year under review, Energy and Carbon division continued to work on various important assignments from Government as well as private sector. The Division was the largest Third Party Inspection Agency for Solar Thermal Systems for Ministry of New & Renewable Energy, Government of India.

The names of the important assignments handled by the division are:

* Refinery Energy Audits for:

* Bharat Petroleum Corporation Ltd., Chembur

* Oil & Natural Gas Corporation, Hazira

* Indian Oil Corporation Ltd., Vadodra

* Punjab Energy Development Agency, Chandigarh : Sector Specific Annual Energy Plan (Energy Audits in 141 Municipal Corporations & Councils)

* Energy Audits at Airport Authority of India, Ahmadabad, Bhubaneswar & Trivandrum

* Energy Audits at 70 Police Stations of Karnataka State Police Housing Corporation Ltd.

* Introduction of New Services : Electrical System Design & Implementation Assistance

* Techno Economic Viability & EPC Tender Document Preparation for 90 MW Wind Power Project by M/s Adani Power Ltd. at Mundra SEZ

* Project Management Consultancy Services for :

* 1.5 MW Wind Power Project by M/s Tamilnadu Mangesites Ltd., Salem

* 2.0 MW Wind Power Project by Sinnar Municipal Council, Sinnar

* Punjab National Bank, Bhanswara : Lenders Engineer for 14 MW Wind Power Project by M/s BMD Power Pvt. Ltd. (LNJ Bhilwara Group)

* U P Jal Vidyut Nigam Ltd., Lucknow : PFR & DPRs for 5 Small Hydro Electric Sites

* Commissioning of 23 MWp Grid Interactive Solar Power Project at Madhya Pradesh by M/s Alfa Infraprop Pvt. Ltd.

* ENVIRONMENT MANAGEMENT AND ENGINEERING DIVISION :

Environment Management and Engineering Division provides the services like Environment Impact Assessment (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 of Environment and Forests (MoEF) approved laboratory through which testing & analysis of Water, Air & Soil etc. is being carried out.

The division has also accreditation from Quality Council of India (QCI) to carry out EIAs in various sectors including Thermal power plant, Irrigation projects, Townships and Area development, Roads and Highways, Ports and Harbors, Sugar & Distilleries, Cement plants etc. This division has also got accreditation for three additional sectors viz; mineral beneficiation including pelletisation and Synthetic organic chemicals industry (dyes & dye intermediates; bulk drugs and intermediates excluding drug formulations; synthetic rubbers; basic organic chemicals, other synthetic organic chemicals and chemical intermediates), Building and large construction projects including shopping malls, multiplexes, commercial complexes, housing estates, hospitals, institutions.

The laboratory accreditation and QCI accreditation have helped the division to maintain healthy client base of over 100 plus which includes the corporates likes Mahindra, Bajaj Auto Ltd, Kirloskar Brothers Ltd., Minda Stoneridge, TACO, ITC, Piagio, Cummins India Ltd, FIAT Automotive Ltd, Panchshil Realty, City Corporation etc. The division has received few assignments in Solid Waste Management and GIS related services.

* BANKING & FINANCIAL SOLUTIONS DIVISION :

Your Company started Banking & Finance consultancy Division in September, 2006 with basic objective of providing "One Roof Service" to Bankers e.g. Preparation of DPR/ TEV Study/ LIE Services/ Restructuring Exercise/ Assets Valuation/ Business Valuation etc. Over the period, division has made commendable efforts in getting your Company empanelled with most of the leading commercial banks. At present, the division is providing consultancy for various projects located in various parts of India apart from some projects from Dubai, Ghana, Brazil, Singapore, Sri Lanka, Thailand, Bhutan and Indonesia. It is to be noted with proud that nowadays report of MITCON is widely accepted by banks. During the year, despite of slowdown in economy, the division has shown upward trend in business.

Some of the major clients of the division are:

* Shri Vile Parle Kelavani Mandal Trust (SVKM)

* PMT Machine Pravite Limited Holol Vadodara

* Garware Wall Ropes Limited

* Adlabs Entertainment Limited

* Sterling Biotech Limited

* Consultancy Development Centre (CDC)

* Ajanta Pharma Limited

* Nitco Limited

* Electrotherm (India) Limited

* Bharati Vidyapeeth

* Jotun India Pravite Limited

* Jayaswal Neco Industries Limited

* Jyoti Limited

* Asian Paints Limited

* Orchid Chemicals & Pharmaceuticals Limited

* Edelweiss Metals Pravite Limited

* ECI Engineering & Construction Company Limited

* Deepak Cables (India) Limited

* Sterlite

* IL&FS

* Viraj Profiles Limited

* INFRASTURCTURE CONSULTING DIVISION :

Infra Consulting Group intensified its activities during the year under review.

This division successfully completed following Projects:

* Construction of Smt. Smita Patil New English School, Hadpsar, Pune (Total area 10,000 Sq.ft.)

* Ongoing assignment of construction of Dr. P. D. Patil High-tech Hospital & Medical Research Center, Hadpsar, Pune (Total area 2,75,000 Sq.ft.)

* Preparation of Master Plan for University of Pune, Pune for 459 Acres.

* Providing Total Station Survey, Techno Economic Feasibility Report for Inland Container Depot for M/S. Saiprabha Marine Private Ltd., Uran , Navi Mumbai (Total area : 45 Acres)

* Preparation of Master Plan, Block Estimates for M/s. Horizon Infrastructure Ltd , Mumbai for Knowledge city at Pen (Total Area = 500 Acres)

* Providing Project Management Services for M/S Alfa infraprop Pvt. Ltd. for Solar Project at Kukshi, Madhya Pradesh. (Total Area = 110 Acres, 23 MW)

* Preparation of Master Plan, Block Estimates for M/s. Vijay Path Academy at Solapur (Total Area =07 Acres)

* Preparation of Master Plan, Block Estimates for Chhattisgarh Industrial Development for Urla Industries, Bilaspur Industries & Bhilai Industries (Total Area = 350Hectors , 325 Hectors & 400 Hectors)

* Preparation of Master Plan, Block Estimates for Abator at Aurangabad (Total Area =07 Acres)

* Providing the Architectural services, Designing services & Mechanical, Electrical, Plumbing services to M/S Vimal Darshan Co. Op. Housing Society at Aundh, Pune (Residential Towers, Area 75,000 Sq.ft.)

* SECURITISATION AND FINANCIAL RESTRUCTURING DIVISION :

During the year the division carried out a business valuation assignment for a co-operative bank in addition to handling asset valuation assignments for a few star hotels at Mumbai and Goa apart from attending regular assignments under asset securitisation and allied financial services.

* AGRO INFRA AND FOOD PROCESSING DIVISION :

During the year under review, the Company created this new division for providing one stop solution to agriculture, livestock and food sectors.

Some of the remarkable achievements of this division are:

* Final Approval of Mega Food Park near Surat, Gujarat

* Modernization of Deonar Abattoir, Mumbai in competitive bidding of NMPPB and completion of the DPR in record time

* Modernization of Abattoirs in Punjab (Mohali, Patiala, Ludhiana) in competitive bidding and completion of DPRs in record time

* Mega Food Park Proposals for fresh EOI from MoFPI:

* NDR Infrastructure Pvt. Ltd. near Chennai, Tamil Nadu

* Continental Warehouse Pvt. Ltd., Meghalaya

* Ruchi Global Ltd., Dewas, Madhya Pradesh

* Milkiyat Pvt. Ltd., Dhar, Madhya Pradesh

* Taj Transtech, Erode, Tamil Nadu

* PMC Services for Implementation of proposed Mega Food Park near Surat, Gujarat.

* TEXTILES AND CLUSTER INFRA DIVISION :

During the year under review, the Company created this new wing of consultancy based on its prior experience.

During the year under review, this division has successfully entered in Textiles Business by offering consultancy to various Textiles projects in Spinning, Weaving & Garmenting sector.

* BUREAU OF MARKET RESEARCH DIVISION :

During the year under review, your Company has also created a separate wing viz; Bureau of Market Research. This division provides a wide spectrum of service in the field of marketing and social research and also assist clients by providing solutions at all phases of planning & development. This division conducted various assignments in social research, industrial research and consumer research.

During the year under review, it successfully conducted Impact evaluation study on "Impact of credit flow in respect of completed 47 irrigation projects sanctioned under Rural Infrastructure Development Fund (RIDF) in Maharashtra". The Study was assigned to MITCON by National Bank for Agriculture & Rural Development (NABARD).

This division also conducted Market Assessment Study to understand the market for Gas Analyzers & Water Analyzers in the Indian Process industries for HORIBA India Pvt. Ltd.

* ENTREPRENEURSHIP & VOCATIONAL TRAINING DIVISION :

During the year under review, this division conducted State-Level Conference on Literature of Addiction Deliverance which was sponsored by the Social Welfare Department, Govt. of Maharashtra.

Apart from the above, your Company has set up at Balewadi, MITCON Centre for CSR and Skill Development. The center is having state of the art training facility. It offers varied range of training programs to develop resourceful and skilled manpower through various laboratories like Gemology, Catering, Fashion Technology, Four Wheeler Repairing Lab, Beauty Care etc. This division also provides CSR solutions to the Corporates.

Some of the major achievements of this centre are: MoUs'' Signed with:

* Tata Motors Ltd. under CSR

* Consultancy Development Centre, Govt. of India- for trainings

* Madhav Baug Sane Care- for trainings

* Indian Centre for CSR - for CSR Advisory Services

* Bharatiya Yuva Shakti Trust ( Part of CII) : for post training support to the students

* MITCON e-SCHOOL :

This division while continuing its activities from the agriculture college campus, Pune also initiated activities at new center set up by your Company at Balewadi. In the said center. this division has 14 computer labs through which the division has started providing IT training programmes.

* BIO PHARMA AND HEALTHCARE DIVISION :

MITCON''s Business incubation center has successfully started incubating 8 innovative business ideas under MSME, Govt. of India scheme for incubators. This year, this division started providing consultancy services in ''Healthcare''& ''Pharmaceutical'' sector.

5. DIRECTORS :

Pursuant to Article 171 of the Articles of Association of the Company Mr. Anand T. Kusre, Mr. Omprakash V. Bundellu and Mr. Ashok Mahajan who retire by rotation and being eligible, offer themselves for re-appointment.

During the year under review the Board appointed the following as Additional Directors on the Board with effect from 27th March, 2014:

Mr. Ananta P. Sarma was appointed as representative of SIDBI Venture Capital Limited

Mr. S. Thiruvadi was appointed as representative of Canbank Venture Capital Fund Limited

Mr. Vineet Suchanti was appointed as representative of Keynote Corporate Services Limited.

In addition to the above, Mr. Prasoon was also appointed as Additional Director as a representative of IFCI Limited with effect from 30th May, 2014.

The above directors who were appointed by the Board of Directors of the Company as an Additional Directors and who in terms of Section 161 of the Companies Act, 2013 read with Articles of Association of the Company hold such office until the conclusion of this Annual General Meeting and being eligible offer themselves for appointment as Director.

Your Board recommends their appointment/ re-appointment at the ensuing annual general meeting. A brief resume, nature of expertise, details of directorships held in other companies and other information of the directors proposing appointment/re-appointment pursuant to clause 52 of the Listing Agreement entered with the Stock Exchange is appended as an annexure to the notice of ensuing Annual General Meeting.

During the year under review and till the date of this report, Mr. M. V. Ashok, Mr. Surajit Roy and Mr. Gautam Meour resigned as Directors of the Company. The Board places on record its sincere appreciation for their valuable contributions.

6. AUDITORS :

The Statutory Auditors of the Company M/s. Joshi & Sahney, Chartered Accountants, Pune shall retire at the conclusion of ensuing annual general meeting. They have given their consent to act as statutory auditors of the Company for the next five financial years i.e. From Financial Year 2014-15 till Financial Year 2018-19. They will act as auditors till the conclusion of the Annual General Meeting to be held in 2019 and a certificate confirming therein that their appointment, if made, would be in accordance with Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of Companies Act, 2013.

M/s. Joshi & Sahney, Chartered Accountants, Pune is an independent audit firm and none of your directors are related or interested in it, directly or indirectly.

Auditors Remark

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

7. INITIAL PUBLIC OFFERING :

During the year under review your Company had successfully carried out its Initial Public Offering (IPO) of 41,00,000 equity shares of face value of Rs. 10/- each at a cash price of Rs. 61/- per share (including premium of Rs. 51/- per share) aggregating to Rs. 2501 Lakhs, which was opened for public subscription on 15th October, 2013 & closed on 18th October, 2013.

The Company''s equity shares got listed on SME Platform (Emerge) of National Stock Exchange of India Limited on 1st November, 2013.

8. SHARE CAPITAL :

After successful completion of the IPO, the paid-up share capital of the Company increased from Rs. 800 Lakhs to Rs. 1210 Lakhs.

9. REPORT ON CORPORATE GOVERNANCE :

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 52 of the Listing Agreement entered with the Stock Exchange are complied with. A separate section on Corporate Governance and Auditors Certificate thereon is annexed hereto and forms part of this Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

In accordance with the listing agreement requirements, the Management Discussion and Analysis report is presented in a separate section forming part of the Annual Report.

11. FOREIGN EXCHANGE EARNINGS & OUTGO :

An amount of US $ 90853, Euro 10,302, GBP 10,042 equivalent to Rs. 72.67 Lakhs were received during the year on account of Professional fees. (Previous Year US $ 70,467, Euro 17,297 equivalent to Rs.48.44 Lakhs)

Expenditure in Foreign Currency during the year was US $ 6182.36, Euro 1,495, Swiss Frank 250 equivalent to Rs. 5.23 Lakhs (US $ 3,388 equivalent to Rs.1.84 Lakhs).

12. PARTICULARS REQUIRED TO BE FURNISHED BY COMPANIES :

(Disclosure of particulars in the report of the Board of Directors Rules 1988) Part A and B pertaining to Conservation of Energy and Technology Absorption are not applicable to this company.

Energy Consumption

Particulars 2013-14 2012-13

Electrical Units consumed 3,66,496 4,00,069

Equivalent to Rupees 50,02,657 51,58,121

13. PARTICULARS OF EMPLOYEES :

None of the employee of the Company was in receipt of remuneration of more than Rs.60 Lakhs per annum or Rs. 5 Lakhs per month if employed for part of the year except Managing Director. At the end of the year, Company had 214 numbers of Staff comprising of 132 Professionals, 18 Management Staff along with 64 Support Staff.

14. RESPONSIBILITY STATEMENT :

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

In preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

We had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company at the end of the financial year and of the Profit of the company for that period.

We had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

We have prepared the Annual Accounts on a going concern basis.

15. ACKNOWLEDGEMENTS :

Your Directors would like to record their appreciation for the support to the company received from :

* GOVERNMENT OF INDIA

Ministry of Food Processing Industries Department of Science & Technology

* GOVERNMENT OF MAHARASHTRA

Department of Industries

* The Shareholders, Banks, Institutions, all our esteemed Customers and Employees of the Company.

On behalf of the Board of Directors

Sd/-

Place: Pune Anand T. Kusre Date : 30th May, 2014 Chairman


Mar 31, 2013

Dear Members,

The Directors take pleasure in presenting the 31st Annual Report of the Company and Audited Accounts for the year ended 31st March 2013.

1. COMPANY''S PERFORMANCE :

India has strong growth fundamentals but faces challenges in the form of a volatile global market coupled with issues of fiscal consolidation and upside risks of inflation expected from fiscal slippage, currency depreciation and commodity shocks. Throughout the year, policymakers struggled to strike a balance between inflation and growth. Domestic growth rate was impacted by tightening of the monetary policy by RBI and geopolitical concerns. Nationally the effect was witnessed across all industries, as a result it affected on the consultancy business of your Company. During the year, the Company achieved a gross turnover of Rs.4870.56 Lakhs (previous year Rs.5678.38 Lakhs) which represents 14.23% decrease over the previous year. Profit After Tax is Rs. 991.79 Lakhs (Previous year Rs. 1088.07 Lakhs) represents 8.85% decrease over the previous year. Despite the shortfall in the revenue, your Company has managed to maintain its profitability.

2. FINANCIAL HIGHLIGHTS : (Rs.in Lacs)

Particulars As on 31.03.2013 As on 31.03.2012

Income 4666.58 5437.78

Other Income 203.98 240.60

Total 4870.56 5678.38

Proft before Depreciation 1547.45 1763.53

Depreciation 150.75 203.77

Provision for Tax – Current 440.00 500.00

-Deferred (35.09) (28.31)

Proft for the Year 991.79 1088.07

3. DIVIDEND AND RESERVES :

Dividend

Your Directors are pleased to recommend for your consideration payment of fnal dividend of 50% [Rs.50/- per share] for the year 2012-2013. The proposed dividend (including Corporate Tax) will absorb Rs.29.25 lakhs.

Reserves

It is recommended that an amount of Rs. 150 Lakhs be transferred to General Reserves.

4. HIGHLIGHTS OF IMPORTANT ASSIGNMENTS :

- POWER DIVN :

During the year under review, Power division successfully commissioned Power plants viz; Usher Eco (16 MW), Athani Farmers (24 MW), Lakshmi Sugars (20 MW), Kranti Ph II (10 MW), Greta Energy (15 MW) & Nath Industries (2 MW), cumulating to 87 MW. This division handled large variety of and complex pre-investment assignments. The division has shown PAN India presence which helped to stabilized assignments. The division secured total assignment, including civil work for Rs. 3.23 crore (Tarini Sugar & Distilleries Ltd.) & KSIDC assignment for waste to energy projects in Kerala for Rs. 25 Lakhs.

- ENERGY & CARBON SERVICES DIVN :

During the year under review, Energy and Carbon Services division worked on various important assignments from Government as well as private sector. Substantial growth was shown in Safety & Fire Audit Business. In April, 2013, division has started new consultancy line in ISO 50001 (EnMS) in industries. The details of important assignment handled by the division are: n Successfully completed project related to Energy Effciency Improvement in Steel Rerolling Mills

(SRRM) under United Nations Development Program (UNDP) – Global Environment Facility (GEF)

- Ministry of Steel.

- Impact Assessment Study : Energy Conservation Building Code (ECBC) Scheme implemented in 11th Five Year Plan.

- Participation in Vibrant Gujarat 2013

- Prestigious solar power project consultancy assignment from Delhi Mumbai Industrial Corridor Development Corporation Ltd., 6.00 MW project with micro grid at Neemrana, Rajasthan

- Detailed engineering & project management consultancy assignment from M/s Alfa Infraprop Pvt. Ltd. (Sun Pharma Group) for 23.00 MWp solar power project at Kukshi, Madhya Pradesh

- Bagged bid process management consultancy assignment from Punjab Energy Development Agency – Allotment of 500 MW Solar & 300 MW Biomass Power Projects in Punjab

- INR 933.24 lac MNRE subsidy sanction for 22 kW x 100 nos. (2200 kW) off grid solar power systems to be installed at 22 sites by M/s Maharashtra Border Check Post Network Ltd.

- 95% market share : Third party verification services for MNRE for Solar Thermal Systems implemented by Channel Partners through Jawaharlal Nehru National Solar Mission

- Unique Assignment : Project management consultancy services for implementation of 14.00 to 23.10 MW wind power project on mined out land at Damanjodi, Odisha for National Aluminum Co. Ltd.

- Registration of 50.4 MW wind power project by The TATA Power Company Ltd. with UNFCCC, worked for Asian Development Bank, Philippines

- ENVIRONMENT MANAGEMENT AND ENGG DIVN :

Environment Management and Engineering Division provides the services like Environment Impact Assessment (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 of Environment and Forests (MoEF) approved laboratory through which testing & analysis of Water, Air & Soil etc. is being carried out.

The division has also accreditation from Quality Council of India (QCI) to carry out EIAs in various sectors including Thermal power plant, Irrigation projects, Townships and Area development, Roads and Highways, Ports and Harbors, Sugar & Distilleries, Cement plants etc.

The laboratory accreditation and QCI accreditation have helped the division to maintain the healthy client base of over 100 plus which includes the corporate likes Mahindra, GE, VolksWagon, TACO, ITC, Piagio, Vasavdatta Cement, MESCO cements, Panchshil Realty, City Corporation etc. The division also got associated with an international consultant (Tokiyo Consulting Firm, Japan) to provide Environmental Audit services for Mergers and Acquisitions of a unit of Mahindra Group. The division has expanded its services into Solid Waste Management and GIS related services.

- BANKING & FINANCE DIVN :

Your Company started Banking & Finance consultancy Division in September, 2006 with basic objective of providing "One Roof Service" to Bankers e.g. Preparation of DPR/ TEV Study/ LIE Services/ Restructuring Exercise/ Assets Valuation/ Business Valuation etc. Over the period, division has made commendable efforts in getting your Company empanelled with most of the leading commercial banks. At present, the division is providing consultancy for various projects located in various parts of India apart from some projects from Dubai, Ghana and Indonesia. It is to be noted with proud that now a day''s report of MITCON is accepted by banks without any reservations. During the year, the division has shown upward trend in business. Some of the major clients of the division are:

- Ajanta Pharma Limited

- Varun Industries Limited

- Lloyds Steel Industries Limited

- Nitco Limited

- Shri Vile Parle Kelavani Mandal Trust (SVKM)

- Naine Trac Ghana Limited

- INFRA CONSULTING GROUP :

Infra Consulting Group intensified its activities during the year under review. This division successfully completed the Following Projects:

- Construction of Industrial Shed & Admn. Building for M/s. Amcor Flexibles India Ltd., Chakan, Pune (Total area 35,000 Sq.ft.)

- Construction of Industrial Shed & Admn. Building for M/s. Sonneberg Plastic Pvt. Ltd., Sanand, Ahmadabad (Total area 45,000 Sq.ft.)

- Preparation of Master Plan for University of Pune , Pune for 459 Acres

- Preparation of Master Plan, Block Estimates for M/s. Kolhapur Chitranagari, Kolhapur (Total 70 Acres)

- Providing Total Station Survey & Master Plan for M/s. Sikaria Infra Projects Pvt. Ltd., Tripura (Total area : 68 Acres)

Providing Total Station Survey & Master Plan for Mahakaleshwar Knowledge Infrastructure Ltd, Pune, Raigad (Total Area : 500 Acres)

- SECURITISATION DIVN :

This division continued its services to various banks to recover NPAs in Maharashtra, Goa, Gujarat and even in Northern and southern India. It has received appreciation letter from Oman Bank International (HSBC Group) for carrying out demarcation/legal due diligence assignment at Gujarat. The details of the other important assignment handled by the division are:

1. Partly executed one large order in Pune region for recovery of NPA Account of Rs. 275 Crores for consortium of banks with Bank of India in the lead.

2. Carried out legal due diligence and valuation for IARC assignment at Bangalore

3. Executed one large order of NPA recovery of State Bank of India, Ahmedabad along with valuation work.

n ENTREPRENEURSHIP & VOCATIONAL TRAINING DIVN :

Conducted Country''s First Ever State-Level Conference on Literature of Addiction Deliverance India''s first ever state level conference on literature of addiction deliverance was organized by this division between 2nd and 3rd October 2012, at Pune. The event was sponsored by the Social Welfare Department, Govt. of Maharashtra.

V-SCHOOL (Vocational Training School) :

During the year under review, with a view to impart the training to the people in rural areas, this division has developed network of V-School. Your Company has registered 111 V-School Franchisee in the State.

This division planned to give more focus on CSR, V-School, Cluster, Innovative Scheme, International Assignments & Fee based activities.

- MITCON e SCHOOL :

This division received Appreciation Award for Best MKCL''s Ward Lead Center (WLC) for overall participation & support in year 2012 for Pune Network.

- BT & PHARMA DIVN / CENTRE :

During the year under review, Bio Pharma Division has started new courses for CSIR-NET aspirants from this year. Division has also launched a job cum knowledge portal ''BioBrains'' on 12/12/12. So far, more than 5,000 bio-tech aspirants visited this portal.

During the year under review, Bio Pharma Center has carried out its frst soil testing turn-key laboratory assignment for Paithan Taluka Krishi Utpanna Bajar Samiti, Paithan.

5. DIRECTORS :

Pursuant to Article 171 of the Articles of Association of the Company Mr. O. V. Bundellu, Ex-DMD, IDBI Bank Limited and Mr. H. K. Mittal, Advisor & Head, Department of Science and Technology, Government of India who retire by rotation and being eligible, offer themselves for re-appointment. Mr. Surjit Roy, who was appointed by the Board of Directors of the Company as an Additional Director with effect from September 25, 2012 and who in terms of Section 260 of the Companies Act, 1956 read with Articles of Association of the Company hold such office until the conclusion of this Annual General Meeting and in respect of whom the Company has received a notice under section 257 of the Companies Act, 1956 from the member proposing his candidature for the office of a Director and being eligible offer himself for appointment as Director.

During the year under review, Mrs. Radhika Rastogi, Mr. C. D. Kalkar, Mr. R. Parthasarathy resigned as Directors of the Company. The Board places on record its sincere appreciation for their valuable contributions.

6. RE-APPOINTMENT OF MANAGING DIRECTOR :

During the year under review, the Board at its meeting held on March 19, 2013 re-appointed Dr. Pradeep Bavadekar as Managing Director of the Company for a period of five years w.e.f. July 01, 2013. Consequently, the said re-appointment was approved by the members in their Extra-Ordinary General Meeting held on April 25, 2013.

7. AUDITORS :

Auditors Remark

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

The Board recommends appointment of M/s Joshi & Sahney, Chartered Accountants, Pune as Statutory Auditors of the Company for FY 2013-14 subject to approval of the Comptroller and Auditor General of India.

8. SUB-DIVISION OF EQUITY SHARES :

The Board of Directors at its meeting held on March, 19, 2013 approved a proposal to sub-divide the face value of equity shares of the Company from Rs.100/- to Rs.10/- per share. The Company received shareholders'' approval for sub-division of shares in the Extra Ordinary General Meeting held on April 25, 2013. The Company issued a new share certifcate of Rs. 10/- each in place of the old share certificate to all the shareholders.

9. INCREASE IN AUTHORISED CAPITAL :

During the year under review, the Authorised Share Capital increased from Rs. 5,00,00,000/- (Rupees Five Crores only) divided into 50,00,000 (Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakhs) equity shares of Rs.10/- (Rupees Ten only).

10. DEMATERIALISATION OF EQUITY SHARES WITH NSDL AND CDSL :

Your Company entered into an Agreement with the National Securities Depository Limited (NSDL) and Central Depository Services (India) for dematerialisation of Equity Shares of Company in accordance with the provisions of the Depositories Act, 1996.

11. ISSUE AND ALLOTMENT OF BONUS SHARES :

In view of the expansion and envisaged profitability and in view of the comfortable reserves position, the Board of Directors of the Company deemed appropriate to issue bonus shares. Accordingly, the Board had recommended issue of bonus shares to all the shareholders of the Company in the ratio of fifteen new fully paid-up equity shares of Rs 10/-each for every one existing fully paid-up equity share of Rs 10/- each held.

The members at an Extra Ordinary General Meeting held on April 25, 2013 approved the proposal, for issue and allotment of bonus equity shares. Pursuant to approval of the members, the Company issued and allotted 75,00,000 equity shares of Rs. 10/- each aggregating Rs.7,50,00,000 (Rupees Seven Crores Fifty Lakhs) as bonus shares credited as fully paid up by capitalisation of the sum standing to the credit of the Accumulated Profits / Reserve Fund to all members of the Company, holding equity shares of Rs 10/- each of the Company on April 25, 2013, being the record date, notified by the Board of Directors for this purpose.

12. INITIAL PUBLIC OFFERING :

In order to augment the funds for Company''s expansion plan and with a view to strengthen the equity capital base of the Company, your Company proposes to raise resources through an Initial Public Offer (IPO) for aggregating an amount not exceeding Rs. 25 Crores. Your Company proposes to list the shares of the Company on SME Platform of the National Stock Exchange of India Limited (Stock Exchange). The process of IPO is at an advanced stage.

13. CORPORATE GOVERNANCE :

The provisions of the Listing Agreement to be entered into with the Stock Exchange with respect to corporate governance will be applicable to your Company at the time of seeking in-principle approval of the Stock Exchange. The Company have complied with the corporate governance requirements in accordance with Clause 52 (as applicable), including in relation to constitution of the Audit Committee and Shareholders and Investor Grievance Committee. The Company undertakes to take all necessary steps to comply with all the requirements of Clause 52 of the Listing Agreement to be entered into with the Stock Exchange.

Currently the Board has seven Directors, of which the Chairman of the Board is Non-Executive Director, and, in compliance with the requirements of Clause 52 of the Listing Agreement, the Company has six independent Directors.

- Audit Committee :

The Audit Committee was constituted by the Board at its meeting held on March 19, 2013 and it consists of Mr. A. T. Kusre (Chairman), Mr. O. V. Bundellu and Mr. A. D. Mahajan.

- Shareholders / Investors Grievance Committee :

The Shareholders/ Investors Grievance Committee was constituted by the Board at its meeting held on March 19, 2013 and it consists of Mr. A. T. Kusre (Chairman), Dr. Pradeep Bavadekar, Mr. O.V. Bundellu and Mr. A. D. Mahajan.

- Remuneration Committee :

The Company is having standing Remuneration Committee and it consists of Mr. A. T. Kusre (Chairman), Mr. O.V. Bundellu , Mr. A. D. Mahajan and Mr. H. K. Mittal.

14. FOREIGN EXCHANGE EARNINGS & OUTGO :

An amount of US $ 70,467, Euro 17,297 equivalent to Rs.48.03 Lakhs were received during the year on account of Professional fees. (Previous Year US $ 30,714 Euro 71,926 and Sterling 21,130 equivalent to Rs.68.93 Lakhs)

Expenditure in Foreign Currency during the year was US $ 3388 equivalent to Rs.1.84 Lakhs (Previous US $ 1365 equivalent to EURO 1500 Rs.1.63 Lakhs)

15. PARTICULARS REQUIRED TO BE FURNISHED BY COMPANIES :

(Disclosure of particulars in the report of the Board of Directors Rules 1988) Part A and B pertaining to Conservation of Energy and Technology Absorption are not applicable to your company.

Energy Consumption

Particulars 2012-13 2011-12

Electrical Units consumed 4,00,069 3,41,308

Equivalent to Rupees 51,58,121 41,55,829

16. PARTICULARS OF EMPLOYEES :

None of the employee of the Company was in receipt of remuneration of more than Rs.60 Lakhs per annum or Rs. 5 Lakhs per month if employed for part of the year except Managing Director. At the end of the year, Company had 217 numbers of Staff comprising of 137 Professionals, 14 Management Staff along with 66 Support Staff.

17. RESPONSIBILITY STATEMENT :

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

In preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

We had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company at the end of the financial year and of the Profit of the company for that period.

We had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

We have prepared the Annual Accounts on a going concern basis.

18. ACKNOWLEDGEMENTS :

Your Directors would like to record their appreciation for the support to the company received from:

- GOVERNMENT OF INDIA

Department of Science & Technology Ministry of Food Processing Industries

- GOVERNMENT OF MAHARASHTRA

Department of Industries

Department of Rural Development

Banks, Institutions, Shareholders and all our esteemed Customers.

On behalf of the Board of Directors

Sd/-

Place: Pune A.T. Kusre

Date: July 12, 2013 Chairman

 
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