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Directors Report of MITCON Consultancy & Engineering Services Ltd.

Mar 31, 2019

Dear Members,

The Directors take pleasure in presenting the 37^th Annual Report on the business and operations of your Company along with the Audited Standalone and Consolidated Financial Statement for the year ended 31^st March, 2019.

1. COMPANYâS PERFORMANCE:

Your Companyâs financial performance for the year under review has been encouraging. During the year under review, the Company has achieved a gross turnover of 6,331.01 Lakhs in comparison to previous yearâs turnover which amounted to Rs. 6,236.28 Lakhs which represents an increase of 01.51% over the previous year. Key aspects of Consolidated and Standalone Financial Performance of your company for the current financial year 2018-19 along with the previous financial year 2017-18 are tabulated below:

2. FINANCIAL HIGHLIGHTS:

(Rs.in Lakhs)

Particulars	Consolidated		Standalone
	As on	As on	As on	As on
	31/03/2019	31/03/2018	31/03/2019	31/03/2018

Revenue from Operations	3,573.63	5,837.62	5,835.02	5,837.62
Other Income	410.21	398.66	495.99	398.66
Total	3,983.84	6,236.28	6,331.01	6,236.28
Profit before Depreciation & Amortization	423.48	653.70	551.60	654.33
Depreciation & Amortization	236.43	252.27	185.85	252.27
Exceptional Items	16.31	-	16.05	(0.32)
Extraordinary items	-	(43.33)	-	43.33
Profit Before Tax	203.36	358.10	381.80	358.41
Tax Expenses:
1) Current Tax	113.00	91.00	113.00	91.00
2) Deferred Tax (Net)	(24.37)	(13.11)	(11.98)	(13.11)
3) Excess provision for Taxations for earlier years	(32.63)	(2.15)	(32.63)	(2.15)
Profit After Tax	147.36	282.36	313.41	282.67
(before adjustment for minority interest)
Add: Share of Loss of minority interest	0.50	0.31	-	-

transferred
Profit After Tax	147.86	282.67	-	-
(After adjustment for minority interest)
Less: Unrealized profit out of tansactions with Associates	_-	(185.13)	-	-
Less: Share in Loss of Associates
1)MITCON Insolvency Professional Services Pvt.Ltd.	2.88	-	-	-
2)Krishna Windfarms Developers Pvt Ltd.(upto19.02.19)	134.30	(112.00)	-	_-
3) MITCON Megaskill Centers Pvt Ltd.	_-	(0.26)	-	_-
Profit / (Loss) for the Year	10.68	(14.72)	313.41	282.67

3. DIVIDEND AND RESERVES :

- Dividend

The Directors recommend for your consideration a final dividend of 10% (Rs. 1 per Equity Share) for the Financial Year 2018-19. The proposed dividend (including Dividend Distribution Tax) will absorb Rs. 145.87 Lakhs. (Previous year Rs. 1 per Equity Share).

- Transfer to Reserves

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

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

In accordance with the provisions of the Companies Act, 2013 and Regulations 34 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Management Discussion and Analysis report is Annexed âAâ hereto and forms an integral part of this report.

Discussion on state of Companyâs affairs has been covered as part of the Management Discussion and Analysis and also under section highlights of important assignment.

5. HIGHLIGHTS OF DEPARTMENT

Overview of the industry, important changes, achievements, and results thereof during the last financial year have been mentioned in the Annexure âBâ.

6. DIRECTORS :

- Pursuant to Article 171 of the Articles of Association of the Company Mr. Ajay Agarwal (DIN: 00200167) who retires by rotation and being eligible, offers himself for re-appointment.

Your Board recommends re-appointment of Mr. Ajay Agarwal (DIN: 00200167) at the ensuing Annual General Meeting. A brief resume, nature of expertise, details of directorships held in other companies and other information of Mr. Ajay Agarwal (DIN: 00200167) proposing re-appointment pursuant to the provisions of the Companies Act, 2013 and Listing Obligations & Disclosure Requirement Regulations 2015 is appended as an annexure to the notice of ensuing Annual General Meeting.

- Ms. Maya Sinha (DIN: 03056226) ceased to be a Director on the Board of the Company with effect from 29^th August 2018.

- Dr. Pradeep Bavadekar (DIN:00879747) was re-appointed as a managing director of the company for a period of three years from 1^st June, 2018 to 30^th June, 2021

- Pursuant to withdrawal of nomination by Small Industries and Development Bank of India, Mr. Ajit Nath Jha (DIN: 7336889) has resigned from the post of the Directorship of the Company w.e.f. 10^th January,2019

- Pursuant to Section 161 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made there under (including its statutory modification or re-enactment thereof), Mr. Anand Chalwade (DIN: 02008372), Mr. Ajay Agarwal (DIN: 00200167) and Mr. Sanjay Phadke (DIN: 07111186) were appointed as Additional Directors on the Board of the Company with effect from 19^th September, 2018 and the same was regularized vide resolution passed by Shareholders through postal ballot dated 21.02.2019

- Mr. Aniruddha Joshi (DIN: 00122117) resigned from the post of Directorship of the Company w.e.f. 19^th September, 2019.

- Mr. Abhijeet Modak resigned from the post of Company Secretary and Compliance Officer (Key Managerial Personnel) w.e.f. 18^th September, 2018.

- Ms. Ankita Agarwal was appointed as a Company Secretary and Compliance Officer (Key Managerial Personnel w.e.f. 19^th September, 2018

- notice of Disclosure of General Interest pursuant to Section 184 (1) of the Companies Act, 2013 disclosing interest in other bodies corporate/ firms and declaration under Section 164 (2) of the Companies Act, 2013 were received from all the Directors of the Company. And none of the Director is disqualified.

- 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.

7. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board Members evaluated the performance of individual directors based on their participation in the Board Meetings and Meeting of the Committees of the Board and also as per criteria laid down in policy for evaluation of performance of Board Members.

Independent Directors also evaluated the performance of the Non Independent Directors in their separate meeting held on 21^St February, 2019.

8. MEETINGS OF THE BOARD

During the financial year 2018-19, Six (6) Board Meetings were convened on 10.04.2018, 29.05.2018, 17.07.2018, 19.09.2018, 13.11.2018, 21.02.2019.

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

Sr. No.	Name of the Board Member	Attendance Record of the Board Members
Sr. No.	Name of the Board Member	10.04.2018	29.05.2018	17.07.2018	19.09.2018	13.11.2018	21.02.2019
1	Dr. Pradeep Bavadekar	Yes	Yes	Yes	Yes	Yes	Yes
2	Mrs. Maya Sinha	Yes	No	No	-	-	-
3	Mr. Ajit Nath Jha	No	No	Yes	No	-	-
4	Mr. Subodh Kumar	No	-	-	-	-	-
5	Mr. Aniruddha Joshi	Yes	Yes	Yes	-	-	-
6	Mr. Jagannath Dange	Yes	No	Yes	Yes	Yes	Yes
7	Mrs. Archana Lakhe	Yes	Yes	Yes	Yes	Yes	Yes
8	Mr. Ajay	-	-	-	-	Yes	Yes

	Agarwal
9	Mr. Anand Chalwade	-	-	-	-	Yes	Yes
10	Mr. Sanjay Phadke	-	-	-	-	No	Yes

9. COMMITTEES OF THE BOARD

i. Audit Committee

As on 31^st March 2019, the Committee comprised of the following:

Name of the member	Category
Mr. Jagannath Dange (Chairperson)	Non-Executive-Independent Director
Mr. Anand Chalwade (Member)	Non-Executive-Non- Independent Director
Mr. Sanjay Phadke (Member)	Non-Executive-Independent Director
Mrs. Archana Lakhe (Member)	Non-Executive-Independent Woman Director

The audit committee meetings are usually attended by the Managing Director, Chief Financial Officer, the representatives of Statutory Auditors and Internal Auditors as and when necessary. The Company Secretary acts as a Secretary of the Committee.

The previous Annual General Meeting of the Company was held on 29.08.2018, which was attended by Mr. Jagannath Dange and Ms. Archana Lakhe members of the Audit Committee.

The dates on which the Audit Committee Meetings were held and the attendance of the Members at the said meetings are as under:

Sr. No.	Name of the Committee Member	Attendance Record of the Committee Members
Sr. No.	Name of the Committee Member	29.05.2018	17.07.2018	19.09.2018	13.112019.	21.02.2019
1.	Mr. Aniruddha Joshi	Yes	Yes	No
2.	Mrs. Maya Sinha	No	No	-	-	-

3.	Mrs. Archana Lakhe	Yes	Yes	Yes	Yes	Yes
4.	Mr. Jagannath Dange	No	Yes	Yes	Yes	Yes
5.	Mr. Anand Chalwade	-	-	-	-	Yes
	Mr. Sanjay Phadke	-	-	-	No	Yes

ii. Nomination and Remuneration Committee

As on 31^st March 2019, the Committee comprised of the following

Name of the member	Category
Mrs. Archana Lakhe (Chairperson)	Non-Executive-Independent Woman Director
Mr. Jagannath Dange (Chairperson)	Non-Executive-Independent Director
Mr. Sanjay Phadke (Member)	Non-Executive-Independent Director

The previous Annual General Meeting of the Company was held on 29.08.2018 which was attended by Mrs. Archana Lakhe and Mr. Jagannath Dange of the Nomination and Remuneration Committee.

The dates on which the Nomination and Remuneration Committee Meetings were held and the attendance of the Members at the said meetings are as under:

Sr. No.	Name of the Committee Member	Attendance Record of the Committee Members
Sr. No.	Name of the Committee Member	29.05.2018	17.07.2018	19.09.2018	21.02.2019
1.	Mr. Aniruddha Joshi	Yes	Yes	No	-
2.	Mrs. Maya Sinha	No	No	-	-
3.	Mr. Jagannath Dange	No	Yes	Yes	Yes
4.	Mrs. Archana Lakhe	Yes	Yes	Yes	Yes
5.	Mr. Sanjay Phadke	-	-	-	Yes

iii. Corporate Social Responsibility (CSR) Committee

As on 31^st March 2019, the Committee comprised of the following:

Name of the member	Category
Mr. Sanjay Phadke (Chairperson)	Non-Executive-Independent Director
Mrs. Archana Lakhe (Member)	Non-Executive-Independent Woman Director
Mr. Ajay Agarwal (Member)	Non-Executive-Non- Independent Director
Mr. Pradeep Bavadekar (Member)	Member; Managing Director

Sr.	Name of the	Attendance Record of the Committee Members
No.	Committee Member	10.04.2018	29.05.2018	21.02.2019
1.	Mr. Aniruddha Joshi	Yes	Yes	-
2	Mr. Subodh Kumar	No	-	-
3.	Mr. Pradeep Bavadekar	Yes	Yes	Yes
4.	Mrs. Archana Lakhe	Yes	Yes	Yes
5.	Mr. Sanjay Phadke	-	-	Yes
6.	Mr. Ajay Agarwal	-	-	Yes

iv. Stakeholders Relationship Committee: As on 31^st March 2019, the Committee comprised of the following:

Name of the member	Category
Mrs. Archana Lakhe (Chairperson)	Non-Executive-Independent Woman Director
Mr. Jagannath Dange (Chairperson)	Non-Executive-Independent Director
Mr. Pradeep Bavadekar (Member)	Member; Managing Director

During the year, the Committee meeting was held on 29.05.2018 which was attended by Mrs. Archana Lakhe and Dr. Pradeep Bavadekar and Mrs. Maya Sinha was unable to attend the meeting.

10. SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

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

11. KEY MANAGERIAL PERSONNEL (KMP):

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

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

During the year, Mr. Abhijeet Modak resigned as a Company Secretary w.e.f. 18^th September, 2018 and Ms. Ankita Agarwal was appointed as a Company Secretary w.e.f. 19^th September, 2018.

12. AUDITORS :

- STATUTORY AUDITOR:

During the year under review, the Company has received resignation Letter dated 17^th May, 2019 from Statutory Auditors of the Company M/s. Joshi & Sahney, Chartered Accountants, Pune.

Further the Company has received a profile from M/s J. Singh & Associates, Chartered Accountants, Mumbai who has shown their interest to work with the Company as a Statutory Auditor.

- AUDITORS REMARK

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

- INTERNAL AUDITOR

M/s Galgali Sarco are appointed as an Internal Auditors of the Company for the Financial Year 2019-20.

- TAX AUDITOR

M/s Shahane & Co., Chartered Accountants, Pune are appointed as Tax Auditors of the Company for the Financial Year 2019-20 in terms of section 44AB of the Income Tax Act, 1961.

- SECRETARIAL AUDITOR

In terms of the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, M/s SVD & Associates a firm of Company Secretaries in Practice was appointed to undertake secretarial audit of the company for the year ended 31^st March, 2019.

Secretarial Audit report in prescribed Form No. MR 3 is enclosed as Annexure âCâ to this report.

Compliance with Secretarial Standards:

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

There is no remark from the secretarial auditor for the year under review except the following:

- The Company has not filed E-Form MGT-14 for some of the resolutions passed at the Board Meetings held on 29th May, 2018, 17^th July, 2018, 19^th September, 2018 & 21^st February 2019 till the close of Financial Year.

- The intimation to stock exchange about trading window closure for the period from 12^th October, 2018 till 15^th November, 2018 could not be verified from the records of the Company.

- Company has submitted annual report under regulation 34 (1) of SEBI (LODR), 2015 to Stock Exchange beyond the prescribed time period.

Management Reply:

- The Company has filed the above mentioned forms after the close of the financial year. However, Form MGT 14 required to be filed for resolutions passed on 29^th May, 2018 and 17^th July, 2018 are under process.

- The respective intimation was not made to the Exchange due to technical error or non-working of the portal.

- The delay took place in view of transition of the position of the Compliance Officer.

13. SHARE CAPITAL :

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

Following is the share capital structure of the Company.

Authorized share capital of the Company is Rs. 25, 00 00 000 (Rupees Twenty Five Crores) divided into 2, 50, 00,000 Equity Shares of Rs. 10/- each.

Paid up share capital of the company is Rs. 12, 10, 00,000/-(Rupees Twelve Crore Ten Lakh Only) divided into 1, 21, 00,000 Equity shares of Rs. 10/- Each.

14. DEPOSITS:

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

15. CORPORATE GOVERNANCE :

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

16. EXTRACT OF ANNUAL RETURN :

In compliance with provisions of Sections 134(3) (a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on March 31, 2019, in prescribed Form No. MGT -9 is given in Annexure âDâto this Report.

17. CORPORATE SOCIAL RESPONSIBILTY

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure âEâ.

18. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The provisions relating to disclosure of details regarding Energy Consumption, both total and per unit of production and technology absorption 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.

19. FOREIGN EXCHANGE EARNINGS & OUTGO :

An amount of Rs. 153.12 Lakhs (US$ 214537 and EUR 13881.81) were received during the year on account of Professional fees and reimbursement of expenses. (Previous Year Rs. 11.96 Lakhs (US$ 18491,)

Expenditure in Foreign Currency during the year was Rs. 28.55 Lakhs (US $ 3471.47, UGX 593750.02 and SAR 5425.33) (Previous Year Rs. 9.48 Lakhs (US $ 14698). During the year Company has imported Solar Panels for its subsidiary under EPC Contract Rs.10, 50, 51,809/- (US $152799.92)

20. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013

In compliance with provisions of Section 134(3) (g) of the Act, particulars of loans, guarantees, investments and securities given under Section 186 of the Act are given in the notes to the Financial Statements forming part of this Annual Report.

21. PARTICULARS OF EMPLOYEES :

During the year under review none of the employee of the Company was in receipt 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. As on 31^st March, 2019 the Company has 188 employees.

22. PARTICULARS OF RELATED PARTY TRANSACTIONS

During the year, no transaction with related parties was in conflict with the interests of the Company. All transactions entered into by the Company with related parties during the financial year were in the ordinary course of business and on an armâs length pricing basis. The Company did not enter into any transaction with its Key Managerial Personnel. Statements of transactions with related parties are periodically placed before the Audit Committee and are approved. Material related party transactions were entered into by the Company only with its subsidiaries. As stipulated by Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of related party transactions are given in Form No. AOC - 2 Annexure âFâ to this Report. In compliance with Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the policy on dealing with Related Party Transactions as approved by the Board has been hosted on the Companyâs website www.mitconindia.com

23. RISK MANAGEMENT

The Board of Directors of the Company has delegated the responsibility to frame, implement and monitor the risk management plan for the Company to the Audit Committee. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company has in place a Risk Management Policy which defines roles and responsibilities at various levels and has a structured approach for handling risk. The same policy has been hosted on the Companyâs website www.mitconindia.com

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

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

The Company has five (6) wholly owned subsidiaries as on March 31, 2019. Further to inform there are two (1) associate companies and company does not have any joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ).

Pursuant to the first proviso to Section 129(3) of the Companies Act, 2013 (âActâ) and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014, salient features of the financial statements, performance and financial position of each subsidiary and joint venture are given in Form No. AOC - 1 as Annexure âGâ to this Report

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

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries are forming part of this Annual Report.

Details of Holding, Subsidiary, Associate and Joint venture have been mentioned in extract of Annual Return MGT 9.

25. POLICIES OF THE COMPANY:

The Board ensured that all the below mentioned company policies remain consistent with changes in legislation. The policies are annexed hereto as Annexure âHâ and form an integral part of this Report. The revised policies have been hosted on the official website of the company (www.mitconindia.com).

1. Audit Committee Policy

2. Nomination and Remuneration Policy

3. Corporate Social Responsibility

4. Stakeholdersâ Relationship Committee Policy

5. Risk Management Committee Policy

6. Whistle Blower Policy

7. Related Party Transaction Policy

8. Policy on determination of Materiality

9. Policy on Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

10. Policy on Code Of Conduct For Prevention Of Insider Trading

11. Policy on Code of Conduct for Independent Director

12. Sexual Harassment Policy

26. CHANGE IN THE NATURE OF BUSINESS

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

27. 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 an integral part of this Report.

28. VIGIL MECHANISM /WHISTLE BLOWER

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.

29. RESPONSIBILITY STATEMENT :

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

- In preparation of Standalone and Consolidated 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, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

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

- 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.

30. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the Regulators, Court, Tribunals impacting the companyâs going concern status and operations in future.

31. ACKNOWLEDGEMENTS

Your Directors commend all employees of the Company for their continued dedication, commitment, hard work and significant contributions. They also wish to express their deep gratitude to various departments of the Central and State governments, banks, financial institutions, business associates, customers, distributors, suppliers, Vendors, Investors, analysts, medical professionals and members for their whole-hearted support and cooperation

ON BEHALF OF THE BOARD OF DIRECTORS

For MITCON CONSULTANCY & ENGINEERING SERVICES LIMITED

Sd/- Sd/-

MR. J. P. DANGE DR. PRADEEP BAVADEKAR

CHAIRPERSON MANAGING DIRECTOR

(DIN 03056226) (DIN:00879747)

PLACE: PUNE

DATE: 13^th JUNE, 2019

Mar 31, 2018

Dear Members,

The Directors take pleasure in presenting the 36^th Annual Report on the business and operations of your Company along with the Audited Standalone and Consolidated Financial Statement for the year ended 31^st March, 2018.

1. COMPANYâS PERFORMANCE :

Your Companyâs financial performance for the year under review has been encouraging. During the year under review, the Company has achieved a gross turnover of Rs. 6,236.28 Lakhs in comparison to previous yearâs turnover which amounted to Rs. 4,701.48 Lakhs which represents an increase of 32.65% over the previous year. Key aspects of Consolidated and Standalone Financial Performance of your company for the current financial year 2017-18 along with the previous financial year 2016-17 are tabulated below:

2. FINANCIAL HIGHLIGHTS : (Rs. in Lakhs)

Particulars	CONSOLIDATED		STANDALONE
	As on 31.03.2018	As on 31.03.2017	As on 31.03.2018	As on 31.03.2017
Revenue from Operations	5,837.62	4,402.93	5,837.62	4,402.93
Other Income	398.66	298.55	398.66	298.55
Total	6,236.28	4,701.48	6,236.28	4,701.48
Profit Before Depreciation & Amortization	653.70	810.58	654.01	810.58
Depreciation & Amortization	252.27	238.88	252.27	238.88
Extraordinary items	43.33	18.25	43.33	18.25
Provision For Tax - Current	91.00	181.50	91.00	181.50
- Deferred	(13.11)	(27.81)	(13.11)	(27.81)
Excess Provision for Taxation of Earlier Years	(2.15)	(42.67)	(2.15)	(42.67)
Profit after tax for the year (before adjustment for Minority Interest)	282.36	442.43	282.67	442.43
Add: Share of Loss of Minority Interest transferred	0.31	--	--	--
Less: Unrealised Profit out of transactions with Associate	(185.13)	(149.93)	--	--
Add / Less : Share in Profit / (Loss) of Associate Companies
Krishna Windfarms Developers Pvt Ltd	(112.00)	0.14	--	--
Mitcon Megaskill Centers Pvt Ltd	(0.26)	--	--	--
Profit for the Year	(14.72)	292.64	282.67	442.43

3. DIVIDEND AND RESERVES :

Dividend

The Directors recommend for your consideration a final dividend of 10% (Rs. 1 per Equity Share) for the Financial Year 2017-18. The proposed dividend (including Dividend Distribution Tax) will absorb Rs. 145.87 Lakhs. (Previous year Rs. 1 per Equity Share).

Reserves

During the year under review, no amountwas transferred to General Reserves.

4. HIGHLIGHTS OF IMPORTANT ASSIGNMENTS :

- POWER DIVISION :

During the year under review, continued negative policy framework in power & sugar sectors, both at the Centre & States levels delayed Cogeneration power projects under execution in turn affected performance of the Power Division in terms of business & revenue . Although, several achievements were observed in the Strategic Business Units including pre-investment, project engineering, sugar & ethanol, macro & events, highlighted as below:

- TDDs for biomass linkage & integrated biomass peletization & power projects for Technology Development Bank, New Delhi; TDD for 60 MW coal fired power plant in Orissa for M/s. Agritrade, Singapore; TDD for 24.5 MW BOOT cogen power plant at Ajinkyatara SSKL for Shree Renuka Sugars were completed successfully

- DPRs /AVRs / TDDs /TEVs for municipal waste to energy & industrial waste heat recovery projects established.

- TEVs / DPRs successfully completed for municipal Waste to Energy (WtE) projects for Surat Municipal Corporation, Nagpur Municipal Corporation, Bhopal Municipal Corporation & 4 municipal corporations at Ananthapur, Kadapa, Tadepalligudem & Vizianagram in Andhra Pradesh for M/s. Essel Infra Projects Ltd.

- Asset Valuation / TDDs for waste heat recovery project in iron & manganese (Axis Bank / Sandur) & municipal waste to energy projects (IL&FS Urban Infrastructure)

- Successful commissioning of Parag Agro sugar / captive power plant in a record time of 9 months and achievement of3.5 lakh MT crushing in the maiden season, 2017-18.

- Successful implementation of Krishna SSKL distillery modernization project, also in a record time of 10 months (through dismantling of existing distillery & installation of new plant at the same premises)

- Participation in MNRE Biomass Power group for revision of scheme & follow up for pending subsidy cases ofMITCON clients.

- Business meets for FLSmidth, a gearbox vendor at Belgavi & Kolhapur, new business line established.

- Policy breakthrough efforts in Maharashtra for power purchase from Cogen India platform, helped generate consulting business for DPRs for cogen power plants & ethanol projects, as well as helped receive recoveries & improved outreach to sugar factory clients

- Business development efforts in international markets have started generating results (IFC-Deloitte-MITCON study for Nepal sugar mills & engineering services for cogen power plant at Butali Sugar Mills Ltd. in Kenya)

- ENERGY & CARBON SERVICES DIVISION :

During the year under review, it continued executing assignments from Government as well as Private Sectors. Its Key achievements include :

Itâs Key achievements include:

- 1^st price at 12^th Maharashtra State Level Award for Excellence in Energy Conservation & Management.

- Energy conservation & efficiency studies for high end clients like Praxair, Makino, EESL, GSK, Cadila/ Zydus Group, Electrotherm, TATA Power, etc.

- Energy audit of distribution network of New Delhi Municipal Council (NDMC) for Delhi Electricity Regulatory Commission (DERC) ongoing.

- MOU with HMS Group, Damman, Saudi Arabia for promotion and execution of energy conservation and efficiency studies in Gulf Cooperation Council (GCC) countries - Saud-Arabia, Kuwait, the United Arab Emirates, Qatar, Bahrain and Oman.

- Project management consultancy services to (commissioned projects) -

- 20 MW solar power project by M/s Shri Keshav Cements & Infra Ltd. at Karnataka,

- 1 MW solar power project by Rajbhavan at Maharashtra.

- Project management consultancy services to (ongoing projects) -

- 15 MW solar power project by M/s Gujarat Alkalies & Chemicals Ltd. at Gujarat.

- 10 MW captive solar power project by M/s TIDEL Park Ltd. at Tamil Nadu.

- 10 MW captive solar power project by Shri Saibaba Sansthan Trust at Maharashtra.

- 10 MW solar power project by M/s Dynasty Oil & Gas Pvt. Ltd. (Jaguar Group) at Kandahar, Afghanistan.

- Lendersâ Independent Engineer Services to Rural Electrification Corporation Ltd. for 15 MW Solar PV Project by M/s Mytrah Akshaya Energy Pvt. Ltd. at Karnataka (ongoing).

- Lendersâ Independent Engineer Services to Union Bank of India for 8.26 MW & 8.00 MW Solar PV Projects by M/s PV Line Power One Pvt. Ltd. at Karnataka (ongoing).

- Successfully commissioned 10 MW solar power project for M/s Krishna Windfarms Developers Private Limited (KWFDPL) at Maharashtra as EPC.

- Registration with the Ministry of New & Renewable Energy (MNRE) as Channel Partner (Grade 2B: High Performance Capability & Financial Strength) to take up solar rooftop EPC work.

- Bagged order from M/s WIKA Instruments India Private Limited, Pune (German Group) for 400 KW Roof Top Solar Project for Design, Engineering, Manufacture, Supply, Transport, Storage, Erection, Testing & Commissioning and Operation & Maintenance for 5 years.

- LOL from M/s Pudumjee Paper Products Limited, Pune to install, maintain and supply Power from 4.90 MW Solar Power Project, under Group Captive Mechanism.

- Executed Power Supply Agreement with Brahma Exuberance A, B, D & E Cooperative Housing Society Ltd., Pune to install, maintain and supply Power from 90 KW Roof Top Solar Power Project (KWFDPL project).

- Executed Power Supply Agreement with Smt. Kesarbai Soni Hospital, Bhilwarato install, maintain and supply Power from 50 KW Roof Top Solar Power Project (KWFDPL project).

- ENVIRONMENT MANAGEMENT AND ENGINEERING SERVICES 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), EnvironmentAudit, Environmental Risk Assessment. This division has Ministry of Environment Forests and Climate Change (MoEF&CC) 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)-NABET to carry out ElAs in various sectors.

The laboratory accreditation and QCI accreditation have helped the division to maintain healthy client base of over 200 plus which includes corporates like Adient India Private Limited, Amcor Flexibles India Pvt. Ltd., Autoline Industrial Parks Ltd., B.G. Shirke Construction Technology Pvt. Ltd., BajajAuto Limited, Bhimashankar Sahakari Sakhar Karkhana Ltd, Bridgestone India Private Limited, Carraro India Pvt. Ltd., Cipla Ltd, City Realty & Development Pvt Ltd., Cummins India Ltd, Deenanath Mangeshkar Hospital &Research Center, Elantas Beck India Ltd., Enkei Wheels In Ltd., Exide Industries Limited, Fine Organic Industries Limited, GE India Industrial Pvt. Ltd., Malpani Group, Godrej & Boyce Mfg. Co. Ltd., Hawa Valves (India) Pvt. Ltd., Hindustan Petroleum Corporation Limited., Horizon Services., Ina Bearing India Pvt Ltd., Jabil Circuit India Pvt. Ltd. Kokan Education Society, Praj Industries Limited, Rites Limited, Sona Alloys Pvt. Ltd, Tata Autocomp Systems Limited, Tata Consultancy Services Ltd, Thermax Limited, Volkswagen India Pvt. Ltd. etc.

This year division has offered consultancy services to Maharashtra Metro Rail Corporation Limited for Pune Metro Rail project and Tata Institute for Fundamental Research for âIndia Based Neutrino Observatory (INO).

During the year under review, the performance of Consultancy Services has improved. The division continued to maintain performance of Environmental Testing Laboratory. The Division has maintained accreditation from National Accreditation Board for Testing and Calibration Laboratories (NABL) and OHSAS 18001:2007 certification.

- BANKING & FINANCIAL SOLUTIONS DIVISION :

During the year under review, this division have achieved total revenue of Rs.4.40 crore & is a profit making vertical of Mitcon Consultancy & Engineering Services Ltd. This division extends variety of technical consultancy services covering both pre & post sanction activities. To name a few are Feasibility Study, Techno Economic Viability Study, Detailed project report, Technical & financial due diligence, Lenderâs Independent Engineerâs report (LIE), Asset & Business Valuation, Traffic Study & Loan Syndication etc.

- Some of the clients served across India include all public, private banks & co-operative banks, IP professionals, SME/Mid & Large corporate, GovernmentAgencies, Technology & Industrial Parks etc. Though the division is headquartered in Pune, it has a huge client list from other states too.

- In FY 2018, the division has issued more than 150 reports covering almost all aspect of technical consultancy services related to Banking & Finance.

Some ofthe prestigious assignments handled are as follows:

Sr. No.	Name of the company/ assignment	Type of services rendered	Industry	Business Client
1	Jaypee Infratech Ltd.	Liquidation Valuation	Real Estate, Infrastructure & Hospital	RP Anuj Jain
2	Indian Oil Adani Gas Pvt. Ltd.	LIE Services	City Gas Pipe Line	State Bank of India
3	Vihaan Networks Ltd.	LIE Services	Telecom Towers	Canara Bank
4	Jayaswal Neco Industries Ltd.	TEV for Resolution plan for restructuring	Casting of Iron Ore	State Bank of India
5	Lulu Lucknow Shopping Mall Pvt. Ltd.	LIE Services	Shopping Mall (CRE)	Bank of Baroda
6	Indospace Industrial Park Pune Pvt. Ltd.	LIE Services	Warehousing	Axis Bank
7	DBL Hassan Periyapatna Tollways Limited	LIE Services	Infrastructure	United Bank of India
8	Rajahmundry Godavari Bridge Ltd.	Resolution plan for restructuring	Infrastructure (Bridges)	Canara Bank
9	Gayatri Projects Ltd.	TEV for Resolution plan for restructuring	Infrastructure (Roads)	Bank of Baroda
10	Hindusthan Speciality Chemicals Ltd.	LIE services	Speciality Chemicals	State Bank of India
11	Ozone Group	TEV & LIE services	Real Estate	Union Bank of India
12	Sobha Ltd.	TEV & LIE services	Real Estate	Oriental Bank of Commerce
13	Maharashtra Transmission Communication Infrastructure Ltd. (Sterlite Group)	LIE services	Telecommunication	Bank oflndia
14	Vijay Suraksha Realty LLP	LIE services	Real Estate	Yes Bank
15	Concast Steel & Power Ltd.	TEV for Resolution plan for restructuring	Steel	State Bank of India
16	BRG Iron & Steel Company Pvt. Ltd.	TEV for Resolution plan for restructuring	Steel	UCO Bank
17	NDR Infrastructure Ltd.	TEV & LIE services	CFS, Logistics, Warehousing	Punjab National Bank
18	Shriram EPC	LIE services	Infrastructure	Oriental Bank of Commerce

19	Chiripal Group	TEV&LIE services	Textile	Bank ofBaroda
20	Welspun India Ltd.	TEV&LIE services	Textile	Union Bank
21	D Y Patil Education Trust	TEV&LIE services	Education	Oriental Bank of Commerce
22	Bharti Vidyapeeth	TEV&LIE services	Education	Syndicate Bank
23	Sunstar Overseas Ltd.	TEV for Resolution plan for restructuring	Steel	Karur Vysya Bank
24	Himatsingka Seide Ltd.	LIE services	Textile	Canara Bank
25	Steel Exchange India Ltd.	TEV for Resolution plan for restructuring	Steel	State Bank of India

- INFRA CONSULTING DIVISION :

During the year under review, this division was awarded PMC for dumpsite Land reclamation project for Mulund, by Brihan Mumbai Municipal Corporation. It is the largest such project in the World. Some of the key assignments and achievements of this division includes :

- Independent Engineering Services for collection & Transportation of Waste for entire Jaipur City with 3 million population by way ofcompetitive bidding.

- Won Solapur project for Designing of Information, education & Communication for improvement of Solid Waste Management in the City.

- Won Design Consultancy & PMC for Central warehouse at Shirdi in competitive bidding.

- MITCON is now empaneled with NBCC-National Building Construction Corporation

- MITCON is empaneled in DMA-Directorate of Municipal Administration for any project in Municipal Councils all across Maharashtra.

A complete tendering cell is formed and active. Have undergone 360 deg review of about 150 tenders last 60 days.

- AGRO INFRA AND FOOD PROCESSING DIVISION :

Key achievements include:

- Approval of Food Processing Project Proposal of Ajanta Raaj Proteins Pvt. Ltd. near Agra, Uttar Pradesh by Ministry ofFood Processing Industries, GOI, New Delhi.

- Approval of Ice Plant Project Proposal of Shree Bhavani Ice at Saldure near Dapoli, Dist. Ratnagiri, Maharashtra Plant by Department of Fisheries, Maharashtra and National Fisheries Development Board (NFDB).

- Started to provide Pre-Engineering Services for Food Processing Units.

- TEXTILES, CLUSTERS - INFRA CONSULTING & MARKET RESEARCH DIVISION :

This Division offers total Consultancy Solution from Concept to Commissioning for Textiles Projects in Spinning, Weaving, Processing, Garments & Technical Textiles Sector.

Key achievements include establishing Textiles Business by offering consultancy to the Client from various Textile centres from India viz. Ahmedabad, Surat, Mumbai, Bhilwara, Ludhiana, Bangalore, Bhuj, Jamnagar & Rajkot etc. It serviced Prestigious Client such as:

- Radiant Wovenplast Pvt Ltd.

- Himatsingka Seide Limited

- Vishal Fabrics Ltd

- Welspun Flooring Limited

- Lagnam Spintex Pvt Ltd

- Nandan Industries Private Limited

- CLUSTER DEVELOPMENT

Under Cluster Development this Division provides consultancy for enhancing productivity, competitiveness as well as capacity building of small enterprises under the schemes of Government of India and Government ofMaharashtra and also provides handholding supportto MSMEâs.

- MARKET RESEARCH

Under Market Research segment, this division provides a wide spectrum of services in the field of Marketing & 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 ofthe Division in theyear2017-18 includes:

- Successful entry in Port Development sector

- Designed, Marketing Strategy for MSKVIB funded units in Maharashtra.

Completed Assignments in 2017-18 includes:

- Designing, Marketing Strategy for MSKVIB funded units in Maharashtra.

- Preparation of DPR for setting up of Defence Engineering Cluster at Pune by MESCO.

- Report on Setting up of Satpati Port near Palghar, Dist. Palghar.

- Report on Assessment of Technical Feasibility for setting up of Textiles Unit at the existing premises of The Swadeshi Mills Company Ltd. Mumbai.

- DPR for setting up of common facility centre for Banjara Arts Cluster.

- DPR for setting up ofcommon facility centre for Bhadravati Pottery Cluster Dist. Chandrapur. There are various ongoing assignments which were taken up during the year 2017-18.

- ENTREPRENEURSHIP & VOCATIONAL TRAINING AND BIO-TECHNOLOGY DIVISION :

- Certificate ofAppreciation awarded by NISE for Valuable Contribution in Suryamitra Skill Development Programmes in India.

- Developing skilled manpower in the Solar PV Sector (Suryamitra) in 6 States viz. Maharashtra, Madhya Pradesh, Rajasthan, Chhattisgarh, Jharkhand, & Goa.

- Developed Online Job Portal for providing Industry ready skilled manpower to Solar Industry (www. mitconsolarjobs.com).

- Published book on success stories in CSR and Solar Sector.

- MITCON TECHNOLOGY BUSINESS INCUBATION CENTRE :

- Three new innovative ideas approved under NMCP scheme & one idea of previous year already commercialized.

- Track record of above 90% placement in Diploma in Clinical Research & Pharma Regulatory Affairs

- More than 65 new tie-ups with companies for placement of our Clinical Research candidates.

- MITCON CENTRE FOR CSR AND SKILL DEVELOPMENT:

Performance of division in F.Y. 2017-18 :

MITCON Center for CSR & Skills Division (MCCSD) is involved in the vocational and skills based training as well as various activities under Corporate Social Responsibility initiatives of various companies. MCCSD has conducted vocational and skills based training of about different 40 needs based trades and trained 1674 nos. ofparticipants in the F.Y. 2017-18.

Achievements and Completion of special assignments :

In F.Y. 2017-18 our major Corporate / Institutional clients were Gulf Oil Lubricants India Limited, Pankh NGO, Hope forthe Children Foundation, Teamlease Services Ltd, Jubilant Bhartia Foundation. Affiliations :

We are affiliated with NSDC (National Skill Development Corporation) for various sector. We are also affiliated and with IIBF for training DRA (Debt Recovery Agent).

- MITCON e-SCHOOL :

- During the year, MITCON e-School continued its various IT trainings Viz. CAD, Web Designing, DTP, Graphic Designing Hardware and Networking and Programming Languages through its centers in Shivajinagar, Balewadi, Chinchwad.

- MITCON e-School continued their association with MKCL as a Training Provider for MS-CIT and KLiC course.

- MITCON e-School completed MS-CIT and Tally training assignment (Screen Girl Project) for beneficiaries of WAGGGS (World Association of Girl Guides & Girls Scouts). Under this program 65 nos. ofwomen beneficiary were trained.

- MITCON e-School entered into affiliation with Autodesk as authorized training center for various CAD related courses at Shivajinagar & Chinchwad Center.

5. DIRECTORS :

Pursuant to Article 171 of the Articles of Association of the Company Ms. Maya Sinha (DIN: 03056226) who retires by rotation and being eligible, offers herselffor re-appointment.

Your Board recommends re-appointment of Ms. Maya Sinha (DIN: 03056226) at the ensuing Annual General Meeting. A brief resume, nature of expertise, details of directorships held in other companies and other information of Ms. Maya Sinha (DIN: 03056226) proposing re-appointment pursuant to the provisions of the Companies Act, 2013 and Listing Obligations & Disclosure Requirement Regulations 2015 is appended as an annexure to the notice ofensuing Annual General Meeting.

Dr. Pradeep Bavadekar (DIN: 00879747) was re-appointed as a Managing Director of the Company for a period of five years from 1st July, 2013 to 30th June, 2018.

It is proposed to renew the term of Dr. Pradeep Bavadekar (DIN: 00879747) for a period ofthree years w.e.f. 01st July, 2018 to 30th June, 2021. A brief resume, nature of expertise, details of directorships held in other companies and other information of Dr. Pradeep Bavadekar (DIN: 00879747) proposing reappointment pursuant to the provisions of the Companies Act, 2013 and Listing Obligations & Disclosure Requirement Regulations 2015 is appended as an annexure to the notice of ensuing Annual General Meeting.

Your Board recommends re-appointment of Dr. Pradeep Bavadekar as a Managing Director of the Company for a period of 3 years w.e.f. 1st July, 2018to 30th June, 2021.

Mr. Chiman Deshmukh (DIN: 07131406) resigned from the post of Directorship of the Company w.e.f. 09th April, 2018. The Board places on record the sincere appreciation for his valuable contributions.

The Board also appointed Mr. Jagannath Dange, (IAS, Retd.) (DIN: 01569430) as Chairperson of the Board w.e.f. 9th March, 2018.

Mr. Ajit Nath Jha (DIN: 07336889) has been appointed as a Nominee Director of Small Industries Development Bank of India (SIDBI) in place of Mr. Subodh Kumar (DIN: 02570037) w.e.f. 29th May, 2018.

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

6. BOARD EVALUATION :

Independent Directors also evaluated the performance of the Non-Independent Directors in their separate meeting held on 25^th January, 2018.

7. MEETINGS OF THE BOARD :

During the financial year 2017-18, five (5) Board Meetings were convened on 30.05.2017, 08.09.2017, 28.09.2017,10.11.2017 and 09.03.2018.

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

Sr.	Name of the Board	Attendance record of the Members
No.	Member	30.05.2017	08.09.2017	28.09.2017	10.11.2017	09.03.2018
1.	Dr. Pradeep Bavadekar	Yes	Yes	Yes	Yes	Yes
2.	Mr. Chiman Deshmukh	Yes	No	Yes	Yes	No
3.	Mrs. Archana Lakhe	Yes	Yes	Yes	Yes	Yes
4.	Mr. Aniruddha Joshi	Yes	No	No	Yes	Yes
5.	Mr. Jagannath Dange	Yes	Yes	Yes	Yes	Yes
6.	Ms. Maya Sinha	Yes	Yes	Yes	Yes	No
7.	Mr. Subodh Kumar	No	Yes	No	No	No

8. COMMITTEES OF THE BOARD :

i. Audit Committee

As on 31^st March 2018, the Committee comprised ofthe following:

Name of the member	Category
Mr. Jagannath Dange (Member) -Chairperson*	Non Executive - Independent Director
Mr. Chiman Deshmukh (Member)	Non - Executive Director
Ms. Maya Sinha (Member)	Non Executive - Independent Women Director
Mrs. Archana Lakhe (Member)	Non Executive - Independent Women Director
Mr. Aniruddha Joshi (Member)	Non Executive - Independent Director

âAppointed as a chairperson w.e.f09.03.2018.

The previous Annual General Meeting ofthe Company was held on 23.08.2017, which was attended by Ms. Maya Sinha, then Chairperson ofthe Audit Committee.

The dates on which the Audit Committee Meetings were held and the attendance ofthe Members at the said meetings are as under:

Sr. No.	Dates on which Audit Committee Meeting was held	Attendance record of the Members
Sr. No.	Dates on which Audit Committee Meeting was held	Ms. Maya Sinha	Mr. Aniruddha Joshi	Mr. J. P. Dange	Mrs. Archana Lakhe	Mr. Chiman Deshmukh
1.	30.05.2017	Yes	Yes	Yes	Yes	Yes
2.	28.09.2017	Yes	No	Yes	Yes	Yes
3.	10.11.2017	Yes	Yes	Yes	Yes	Yes
4.	09.03.2018	No	Yes	Yes	Yes	No

ii. Nomination and Remuneration Committee

As on 31^st March 2018, the Committee comprised ofthe following :

Name of the member	Category
Mrs. ArchanaLakhe (Chairperson)	Non Executive - Independent Woman Director
Mr. Aniruddha Joshi (Member)	Non Executive - Independent Director
Mr. Jagannath Dange (Member)	Non Executive - Independent Director
Ms. Maya Sinha (Member)	Non Executive Director
Mr. Chiman Deshmukh (Member)	Non Executive Director

The previous Annual General Meeting ofthe Company was held on 23.08.2017 which was attended by Mrs. Archana Lakhe, Chairperson ofthe Nomination and Remuneration Committee.

The dates on which the Nomination and Remuneration Committee Meetings were held and the attendance ofthe Members at the said meetings are as under:

Sr. No.	Dates on which Nomination and Remuneration Committee Meeting was held	Attendance record of the Members
Sr. No.		Mrs. Archana Lakhe	Mr. Aniruddha Joshi	Mr. J. P. Dange	Ms. Maya Sinha	Mr. Chiman Deshmukh
1.	30.05.2017	Yes	Yes	Yes	Yes	Yes
2.	10.11.2017	Yes	Yes	Yes	Yes	Yes
3.	09.03.2018	Yes	Yes	Yes	No	No

iii. Corporate Social Responsibility (CSR) Committee

As on 31^st March 2018, the Committee comprised ofthe following :

Name of the member	Category
Mr. Aniruddha Joshi (Chairman)	Non-Executive-Independent Director
Dr. Pradeep Bavadekar (Member)	Managing Director
Mr. Subodh Kumar (Member)	Non-Executive Director
Mrs. Archana Lakhe (Member)	Non-Executive-Independent Woman Director

Sr. No.	Dates on which CSR Committee Meeting was held	Attendance record of the Members
Sr. No.	Dates on which CSR Committee Meeting was held	Mr. Aniruddha Joshi	Dr. Pradeep Bavadekar	Mr.Subodh Kumar	Mrs. Archana Lakhe
1.	30/05/2017	Yes	Yes	No	Yes
2.	09/03/2018	Yes	Yes	No	Yes

iv. Stakeholders Relationship Committee :

As on 31^st March 2018, the Committee comprised ofthe following:

Name of the member	Category
Mrs. Archana Lakhe (Chairperson)*	Non-Executive-Independent Woman Director
Dr. Pradeep Bavadekar (Member)	Managing Director
Mr. Chiman Deshmukh	Non-Executive Director
Ms. Maya Sinha (Member)	Non-Executive Director
Mr. Subodh Kumar (Member)	Non-Executive Director

âAppointed as a Chairperson w.e.f. 09.03.2018

During the year, the Committee meeting was held on 09.03.2018 which was attended by all members except Mr. Chiman Deshmukh, Ms. Maya Sinha and Mr. Subodh Kumar.

9. KEY MANAGERIAL PERSONNEL (KMP) :

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

Sr. No.	Name of the Person	Designation
1.	Dr. Pradeep Bavadekar	Managing Director
2.	Mr. Ram Mapari	Chief Financial Officer
3.	Mr. Abhijeet Modak*	Company Secretary

During the year, Mr. Madhav Oak resigned as a Company Secretary w.e.f. 14^th November, 2017 and Mr. Abhijeet Modakwas appointed as a Company Secretary w.e.f. 19^th December, 2017.

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 ofthe Company. The policy is annexed hereto and form an integral 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 ofthe Company (www.mitconindia.com).

12. AUDITORS :

The appointment ofthe Statutory Auditors ofthe Company M/s. Joshi & Sahney, Chartered Accountants, Pune shall be required to be ratified at the ensuing annual general meeting for the Financial Year 2018-19.

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

Auditors have stated that, they have neither come across any instance of fraud on or by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed ofsuch case by the management.

Auditors Remark

The comments ofthe Auditors read together with the Notes to Accounts are self-explanatory. Management comments for emphasis of matter referred in the Audit Report under point a and b are as follows.

Management Comments:

a) The Bank Guarantees issued to Jharkhand Skill Development Mission Society (Government of Jharkhand) amounting Rs. 12,72,47,200/- has been returned by the JSDMS and cancelled by the Bank. Hence, there is no financial exposure.

b) 10 MW Solar Power Project promoted by Krishna Windfarms Developers Pvt. Ltd. has been successfully commissioned and started generating revenue and the project itself is serving the debt in time. Hence, we do not foresee any financial exposure.

13. SHARE CAPITAL :

During the year under review, there was no change in the Authorised and paid-up share capital ofthe Company.

14. DEPOSITS :

During the year under review, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013.

15. CORPORATE GOVERNANCE :

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated and applicable under various regulations are complied with.

16. EXTRACT OF ANNUAL RETURN :

The details forming part ofthe 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.

17. SECRETARIAL AUDIT :

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

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

There is no remark from the secretarial auditor for the year under review except the following:

âCompany has provided Bank guarantee on behalf of related party to the Jharkhand Skill Development Mission Society (Government of Jharkhand) and Rajasthan Skill and Livelihood Development Corporation (Government of Rajasthan) which was not approved by the Board of Directors and the same was not placed before the audit committee before execution.â

Management Reply :

The Company had given a Bank Guarantee on behalf of its Associate Company to Jharkhand Skill Development Mission Society (Government of Jharkhand) and on behalf of a related party to Rajasthan Skill and Livelihood Development Corporation (Government of Rajasthan) purely as a temporary arrangement. Currently all those Bank Guarantees have been released by the respective authorities and cancelled by the Bank.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

In accordance with the provisions ofthe 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 Companyâs affairs has been covered as part ofthe Management Discussion and Analysis and also under section highlights ofimportant assignment.

19. CORPORATE SOCIAL RESPONSIBILITY :

During the year, your Company has not contributed towards Corporate Social Responsibility (CSR). During the year 2017-18, the CSR Committee did not find any viable option for spending amount on CSR. A detailed report on CSR activities carried out by the Company is annexed hereto and forms an integral part of this report.

20. PARTICULARS REQUIRED TO BE FURNISHED BY COMPANIES :

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.

21. FOREIGN EXCHANGE EARNINGS & OUTGO

An amount of Rs. 11.96 Lakhs (US$ 18,491) were received during the year on account of Professional fees and reimbursement of expenses. (Previous Year Rs. 27.70 Lakhs (US$ 27970, Euro 8742.40, BHD1500)

Expenditure in Foreign Currency during the year was Rs. 9.48 Lakhs (US $ 14,698) (Previous Year Rs. 1.08 Lakhs (US $1,605.14).

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

During the year under review, the Company invested 51% ofthe paid up capital i.e. 5,100 Equity Shares of Rs. 10/- each in MITCON Multiskills Limited by investing Rs. 51,000/-. Consequently, MITCON Multiskills Limited became a Subsidiary Company ofyour Company.

During the year under review, the Company invested 26% ofthe paid up capital i.e. 2,600 Equity Shares of Rs. 10/- each in MITCON Megaskill Centers Private Limited by investing Rs. 26,000/-. Consequently, MITCON Megaskill Centers Private Limited became an Associate Company ofyour Company.

The Company has duly complied with the provisions of Section 186 ofthe Companies Act, 2013 in respect of investments made by the Company. The Company has provided Corporate Guarantee of Rs. 42,00,00,000/- (Rupees Forty Two Crores) to L & T Infrastructure Finance Company Limited on behalf of Krishna Windfarms Developers Private Limited (KWFDPL) for loan availed by KWFDPL, which is an associate company. The Company has also provided InterCorporate Loan of Rs. 225,309,605/- (Rupees Twenty Two Crores Fifty Three Lakhs Nine Thousand Six Hundred and Five) to Krishna Windfarms Developers Private Limited (KWFDPL), which is covered by Section 186 ofthe Companies Act, 2013.

23. PARTICULARS OF EMPLOYEES :

None ofthe employee ofthe 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 ofthe year, Company had 195 numbers ofStaff.

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

The Company is having policy for 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 received pursuant to the aforesaid Act.

24. PARTICULARS OF RELATED PARTY TRANSACTIONS :

Pursuant to Section 134 ofthe Companies Act, 2013 read with Rule 8(2) ofthe 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 an integral 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.

25. RISK MANAGEMENT POLICY :

The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The Company identifies 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.

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

There are no adverse material changes or commitments occurring after 31st March, 2018 which may affect the financial position ofthe Company or may require disclosure.

During the year under review, the following companies have become subsidiary and associate Companies ofyour Company:

1) MITCON Megaskill Centers Private Limited in which your Company holds 26% ofthe paid up capital. This Company was formed as Special Purpose Vehicle for undertaking assignment received from Jharkhand Skill Development Mission Society, Government of Jharkhand for establishing, operating and maintaining Mega Skill Training Centre (s) on PPP Mode. This Company is an Associate Company ofyour Company. M/s. CMC Skills Private Limited holds 76 % equity in MITCON Megaskill Centers Private Limited.

2) MITCON Multiskills Limited in which your Company holds 51% ofthe paid up capital and the said company has become Subsidiary Company of your Company. This Company primarily focuses on undertaking training and ancillary assignments of State/Central Government and Local bodies. Clear Maze Consulting Private Limited holds 49 % equity in MITCON Multiskills Limited.

27. CHANGE IN THE NATURE OF BUSINESS :

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

28. 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 an integral part of this Report.

29. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

30. RESPONSIBILITY STATEMENT :

On behalfofthe Board of Directors, Managing Director hereby states that:

- In preparation of Standalone and Consolidated 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 ofthe company at the end ofthe financial year and ofthe Profit ofthe company forthat period.

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

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

- 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.

31. ACKNOWLEDGEMENTS :

Your Directors would like to record their appreciation for the support to the company received from the Shareholders, Banks, Institutions, all our esteemed Customers and Employees ofthe Company.

On behalf of the Board of Directors

Sd/-

J. P. Dange

Place : Pune Chairman

Date: 17^th July, 2018 (DIN 03056226)

Mar 31, 2016

DIRECTORS'' REPORT

Dear Members,

The Directors take pleasure in presenting the 34^th Annual Report of the Company and Audited Accounts for the year ended 31^st March, 2016.

1. COMPANYâS PERFORMANCE :

In the year under review, the Company achieved a gross turnover of Rs. 4855.17 Lakhs (previous year 4739.27 Lakhs) which represents 2.44% increase over the previous year. The increase in business is majorly due to increase in Consultancy income. Profit After Tax is Rs. 460.98 Lakhs (Previous year 535.47 Lakhs).

2. FINANCIAL HIGHLIGHTS : (Rs. in Lakhs)

Particulars	As on 31.03.2016	As on 31.03.2015
Revenue From Operations	4497.38	4323.87
Other Income	357.79	415.40
Total	4855.17	4739.27
Profit Before Depreciation	1054.23	1260.86
Depreciation	380.12	483.03
Provision for Tax - Current	230.00	285.00
- Deferred	(16.86)	(42.64)
Profit for the Year	460.98	535.47

3. DIVIDEND AND RESERVES : Dividend

The Directors recommend for your consideration a final dividend of 10% (Rs. 1 per Equity Share) for the year 2015-16. 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, poor market & economic situation continued (particularly in the power & sugar sectors) which certainly affected performance of this division. However, a lot of accomplishments were observed in all the strategic business units including pre-investment, engineering, sugar, ethanol, and international business, which will boost performance of this division in coming financial year. The highlights are enumerated as below :

- Won the National award for excellence in Green & Waste - 2015 on World CSR Day in July, 2015.

- PAN India presence strengthened (diverse assignments completed in Maharashtra, Karnataka, Tamil Nadu, Gujarat, Madhya Pradesh, Uttar Pradesh, Uttarakhand & Punjab).

- Pre-investment & engineering services established in upcoming distillery / ethanol sector. Preinvestment services including DPR & loan syndication were provided to over 20 clients from Maharashtra, Karnataka, Madhya Pradesh & Uttar Pradesh. End-to-end engineering services were provided to 45 KLPD ethanol plant along with incineration type boiler at Indreshwar Sugar Mills Ltd. in Maharashtra, where commissioning trials have been successfully completed.

- Successful commissioning of cogen power plants at Sahakar Shiromani Vasantrao Kale Sahakari Sakhar Karkhana Ltd. (SSVKSSKL) (18 MW), Shri Vithal Sahakari Sakhar Karkhana Ltd. (20 MW), Sahakar Maharshi Bhausaheb Thorat Sahakari Sakhar Karkhana Ltd.(SBTSSKL) (30 MW) & Kisanveer Khandala SSKU (9.5 MW) in Maharashtra. The commissioning trials for TANGEDCO projects at Cheyyar, Vellor & Chengalarayan in Tamil Nadu were also completed (total cumulating to 125.3 MW).

- Successful commissioning of new 7000 TCD capacity sugar factory at Sahakar Maharshi Bhausaheb Thorat SSKL and 2500 TCD at Kisanveer Khandala SSKU (completion of erection), as well as sugar plant expansion projects at Sahakar Shiromani Vasantrao Kale SSKL & Shri Vithal SSKL.

- Performance improvement audit for commissioned cogen power plants, a new business line having substantial potential set up with maiden assignment at Bhimashankar SSKL.

- BOOT project interface services to Sindicatum for projects at DY Patil SSKL, Urjankur projects in Maharashtra & Uttarakhand Jal Vidyut Nigam Ltd. (UJVN Ltd.), Dehradun for Bazpur & Nadehi sugar factories in Uttarakhand.

- Repeat assignments for pre-investment & engineering services from Davangere Sugar Co. Ltd. (30 MW, Ph II), Usher Eco Power Ltd. (18 MW, Ph II), Shivshakti Sugars, Gokul Mauli Sugar, Indian Cane Power, MRN Cane Power, IL & FS Tamil Nadu Power Co. Ltd., BLA Power Pvt. Ltd., Satish Sugars Ltd. (for Belgaum Sugars), SSVKSSKL, SBTSSKL, Jaihind Sugars, Agasti SSKL, etc.

- Secured first international engineering services assignment from Sukari Industries Ltd., Kenya for 22 MW bagasse cogen power plant, execution commenced, as well as execution at 18 MW HFO fired power plant at island of Comore is at advanced stage.

- Loan syndication & LIE assignments from King Rudra Sugars, Harsha Sugars, Sai Priya Sugars, Shetkari Sakhar, Angadi Sugars, Vrundavan Sugars, etc.

- Inroads made into industrial captive / cogen power / waste to energy projects with pre-investment assignments at Privi Organics (Mahad) & Sudarshan Chemical Industries Ltd. (Roha), engineering assignment in Continental India Ltd. (Meerut) and cogen plant certification services from Ultra-Tech Cement (Chandrapur & AP), I G Petrochemicals Ltd. (Taloja), HPCL (Mahul), Glaxo (Sonepat), etc.

- Business promotional events were held for ethanol sector at Pune/Belgaum & for equipment / EPC / service providers for Enviropol in Belgaum (bagasse dryers) & Synergi India at Sholapur & Kolhapur (O&M services).

- Conducted 6 weeks Operator Training Programs with Cogen India in Maharashtra & Uttarakhand for bagasse cogen power plant operators, trained over 150 operators of various disciplines.

- Participation in International event âNamaskar Africa, 2015â at Maputo, Mozambique.

- 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 Sectors.

Key achievements includes:

- Energy conservation & efficiency studies for high end clients like TATA Power, Reliance, GSK, UNDP, SESA Sterlite Ltd., Sulzer India Pvt. Ltd., Century Enka, Century Rayon, Bombay Dyeing, BILT Graphic Paper Products Ltd., Surya Roshani Ltd., Sangam India Ltd., Panipat Thermal Power Station, Adani Petronet, Mukand Ltd., Electrotherm, Cadila Group, Torrent Group, Amulfed Dairy etc.

- Comprehensive energy audit at M/s SULB Company B.S.C., Hidd, Bahrain for M/s ABB India Ltd.

- Assisted M/s Bhageria Industries Ltd. to win 30 MW solar power project through international competitive bidding arranged by Solar Energy Corporation of India (SECI) in Maharashtra.

- Multiple solar consultancy assignments for high end clients like ESSEL Group, WAREE Group, GMR Group, AZURE Group, Solar Arise, Bhadresh Trading, ATRIA, GIZ GmbH, NALCO etc.

- Project management consultancy services for 6 MW solar power project by Delhi Mumbai Industrial Corridor Development Corporation Ltd. (DMIC) at Rajasthan.

- Lender Independent Engineer (LIE) services to State Bank of India (SBI) for 50 MW solar project by M/s Azure Power Infra Pvt. Ltd. at Andhra Pradesh.

- Lender Independent Engineer (LIE) services to ICICI Bank Ltd. for 20 MW solar project by M/s Neel Metal Products Ltd. (JBM Group) at Haryana.

- Lender Independent Engineer (LIE) services to PFC Green Energy Ltd. for solar power project by M/s Narasimhaswamy Solar Generations Pvt. Ltd. (5 MW) and M/s Kranti Edifice Pvt. Ltd. (10 MW).

- Project management consultancy services for 10 MW solar power project by M/s Neyveli Lignite Corporation Ltd. at Tamilnadu

- Inspection, Verification and Certification of Materials Procured for IndiaOne - 1 MWel Concentrating Solar Thermal Power Project with 16 hours of Energy Storage for Deutsche Gesellschoft fur Internationale Zusammenarbeit (GIZ) GmbH.

- Assistance in bidding & order finalization for 19.5 MW solar power project in Quang Ngai Province of Vietnam by M/s Thien Tan Group, Vietnam for M/s Ishan International Pvt. Ltd.

- Site survey & feasibility study solar PV park in Vietnam over land area of 1500 hectares in Bac Ai District and Ninh Son District, Ninh Thuan Province, Vietnam for M/s Thien Tan Group, Vietnam for M/s Ishan International Pvt. Ltd.

- Loan syndication services for 25 MW solar power project by M/s Al Ameen Green Energy Pvt. Ltd. at Tamilnadu.

- Ministry of New & Renewable Energy : Third party inspection of solar thermal systems installed under National Solar Mission : 14,441 systems, 85565 sq mtrs., installed across India.

- Madhya Pradesh Urja Vikas Nigam Ltd. : Third party inspection of solar PV systems : 22 systems, installed across Madhya Pradesh.

- Jain Irrigation : Third party inspection at factory level of solar PV systems : 39 systems.

- Lender Independent Engineer (LIE) services to ICICI Bank Ltd. for 30 MW wind power project by M/s PTC Energy Ltd. at Madhya Pradesh.

- Lender Independent Engineer (LIE) services to IFCI Ltd. for 45.25 MW wind power project by M/s Markdata Green Energy Pvt. Ltd. (Shri Baidyanath Group) at Madhya Pradesh.

- Multiple wind consultancy assignments for high end clients like SUZLON Energy Ltd., INOX Wind Ltd., ESSEL Group, GMDC, ADANI Group, THAPER Group, ASHAPURA Group, IDBI Bank Ltd., ICICI Bank Ltd., IFCI Ltd., Ruchi Soya Group, Sun Pharma, Leap Green, Goyal Gas, SITAC RE Pvt. Ltd. etc.

- 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)-NABET to carry out EIAs in 17 sectors.

The laboratory accreditation and QCI accreditation have helped the division to maintain healthy client base of over 100 plus which includes corporates like 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 continued working on assignments received from CIDCO in Solid Waste Management.

During the year under review, the performance of Environmental Testing Laboratory has improved. The Company is in the process of obtaining accreditation from National Accreditation Board for Testing and Calibration Laboratories (NABL).

- BANKING & FINANCIAL SOLUTIONS DIVISION :

This division continued providing services to Banks and Financial Institutions as it is empanelled with leading banks. It has carried out assignments like LIE, TEV, Valuations, Debt Syndication across the country. In the year under review, the division has successfully completed assignment of traffic survey.

Some of key assignments includes:

Sr. No.	Name of Assignment	Nature of Assignment	Location
1	Adlabs Entertainment Ltd	LIE	Mumbai
2	Abhijeet MADC Nagpur Ltd.	Valuation	Nagpur
3	Allahabad Bypass Pathways Pvt. Ltd.	LIE	Allahabad
4	Amtek Group	TEV, Valuation	Delhi
5	Badve Autotech Pvt. Ltd	LIE	Ahmadabad
6	Balaji Precision Tubes (India) Pvt. Ltd.	Loan Syndication	Mumbai
7	Bramhacorp Limited	Valuation	Pune
8	CAMERICH PAPERS PVT. LTD.	TEV	Morbi
9	D''Damas Jewellery (India) Ltd,	TEV	Hyderabad
10	Deepak Fertilizers and Petrochemicals Corp. Ltd	LIE	Mumbai
11	Gera Developments Pvt. Ltd.	Valuation	Bangalore
12	Gold Plus Glass Industry Ltd,	TEV	Delhi

13	Indofil Industries Ltd.	LIE	Dahej
14	Isinox Steels Ltd	IM	Mumbai
15	Kesar Multimodal Logistics Ltd	TEV	Mumbai
16	Lucerne Developers Pvt. Ltd.	TEV	Mumbai
17	Mahalaxmi Tmt Pvt. Ltd	TEV	Mumbai
18	MTCIL	LIE	Mumbai
19	Sobha Limited	LIE	Bangalore
20	Sonakoya Steering Systems Limited	LIE	Delhi
21	Sree Ramakrishna Alloys Ltd.	TEV, Valuation	Chennai
22	Sujana Towers Ltd.	TEV	Hyderabad
23	The India Cements Ltd	Valuation	Chennai
24	Union Bank Of India	Traffic Study	Mumbai
25	Vihaan Networks Limited - Lie Report	LIE	Delhi
26	Welspun India Ltd.	LIE	Ahmedabad
27	Youth Force Skills Foundation	TEV	Nagpur

- INFRASTURCTURE CONSULTING DIVISION :

During the year under Review, this division has received major order of factory expansion from Pam

Glatt Pharma Technologies Pvt. Ltd. and also has worked with Maharashtra Maritime Board.

Some of the key assignments undertaken by this division include:

- Preparation of the Master Plan with Infrastructure detailing like internal road peripheral roads, substations, control room, panel room with the fencing for Vietnam Solar Park spread over area about 5000 acres.

- Preparation of Master Plan for near about 10000 Acres solar park at Andhra Pradesh which includes Detailed Engineering for 2 lane Roads, canal crossing Bridges, Water Supply distribution system, Drainage System, rain water harvesting and electrification etc.

- Completed Master Plan phase wise for 1000 acres which includes preparation of detail estimation, drawings, bill of quantities with designs for Orange Smart City at Pen near Panvel.

- Successfully completed assignment for NIT Institute of Jalandhar, Punjab of the vetting of estimations for buildings, interior works, and mechanical electrical plumbing work.

- Prepared a Techno Economic Feasibility Report for Gujarat Coastal Area for Jetties & Bunds at Madhavad.

- Obtained Town Planning approval with provisional fire fighting NOC and related approval for project of Associated Capsule Group Pharma Technologies Pvt. Ltd. and started the work of selection of various vendors/contractors for Civil work, pre engineering building work, Electrical work, installation of Firefighting work, Construction of Sewage treatment plan, supply & installation of Plant & Machinery for the same project.

- Supervised construction work of Modern Abattoir for Mohali Corporation with capacity of 350 cattles, 75 pigs and poultry for birds.

- Started construction work after detail Architectural, Structural for cold storage and dehydration plant at Kochi for Central Food Research Department Project.

- SECURITISATION AND FINANCIAL RESTRUCTURING DIVISION :

Key achievements includes:

- Empanelled with State Bank of India, State Bank of Hyderabad and Bank of Maharashtra as Resolution Agent.

- Received a portfolio of 94 accounts from Bank of Maharashtra for resolution.

- Completed 25 Valuation assignments for various corporates like S. Kumar Nationwide Ltd., Reid & Taylor, Das Offshore Ltd, OTCEI etc.

- During the year, this division has taken over physical possession of more than 110 properties and also offered support services for sale of assets.

- AGRO INFRA AND FOOD PROCESSING DIVISION :

Key achievements includes :

- Obtained approval to Grant-in-Aid of about Rs. 9 Crores for Integrated Cold Chain Project in MIDC Taloja for Western Superfresh Stores Pvt. Ltd.

- Completed assignment for World Bank and Ministry of External Affairs in Association with Deloitte.

- Obtained Approval from Ministry of Food Processing Industries with disbursement of first and second tranche of grant-in-aid for Modernization of Abattoir, GMCL, Goa.

- TEXTILES, CLUSTERS - INFRA CONSULTING & MARKET RESEARCH DIVISION :

This division offers Total Consultancy Solution from Concept to Commissioning for Textiles Projects in Spinning, Weaving, Processing, Garments & Technical Textiles sector.

Key achievements includes Establishing Textiles Business by offering consultancy to following Clients: Maharashtra

- Innovative Textiles Ltd., Nagpur

- Jalna Sahakari Ginning, Pressing & Oil Mill Society. Dist. Jalna

- Choundeshwari Sahakari Sootgirani Ltd., Shirol, Dist. Kolhapur.

- Siddharth Pooja Spintex Pvt.Ltd., Aurangabad Gujarat

- Yogiraj Mills Pvt. Ltd., Rajkot Madhya Pradesh

- Super Hygiene Products Pvt. Ltd., Pithampur.

This Division also provides Consultancy for enhancing productivity, competitiveness as well as capacity building of small enterprises within the Cluster, Development of need based Infrastructure & Common Facility Centre for the Cluster through Cluster & Infrastructure Development Programmes from Govt. of India & State Governments.

Key achievements under cluster development:

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

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

Sr. No.	Cluster	Location
01	Vengurla Coir Cluster	Dist. Sindhudurg
02	Sangmeshwar Agri Implements Cluster	Dist. Ratnagiri
03	Waigaon Turmeric Cluster	Dist. Wardha
04	Mul Saoli Rice Mill Cluster	Dist. Chandrapur
05	Pombhurna Agarbatti Cluster	Dist. Chandrapur
06	Akot Honey Processing Cluster,	Dist. Akola
07	Akola Dal Mill Cluster	Dist. Akola
08	Patur Stone Carving Cluster	Dist. Akola
09	Nanded Gold Jewellery Cluster	Dist. Nanded

- Detailed Project Reports (DPRs) for Setting up of Common Facility Center (CFC) from Department of Industries, Govt. of Maharashtra for following Clusters :

Name of the Cluster	Project Cost (Rs.in Crore)	Grant Sanctioned (Rs.in Crore)
Chamorshi Rice Mills Cluster, Dist. Gadchiroli	07.60	05.00
Sadak Arjuni Rice Mills Cluster, Dist. Gondia	07.26	04.96
Kasa Birsola Jaggery Cluster, Dist. Gondia	05.61	04.26

- Cluster Development under Modified Industrial Infrastructure Up gradation Scheme (MIIUS) promoted by Ministry of Commerce & Industries, Govt. of India

Detailed Feasibility Reports (DPRs) for Infrastructure up gradation projects by Ministry of Commerce & Industries, Govt. of India

Name of the Cluster	Implementing Agency	Project Cost (Rs.in Crore)	Grant Sanctioned (Rs.in Crore)
Tarapur Industrial Cluster	Maharashtra Industrial Development Corporation, (MIDC) Mumbai	109.45	12.75 (In-Principal Sanction )
Engineering Cluster, Bilaspur	Chhattisgarh State Industrial Development Corporation Ltd.,(CSIDC) Raipur	44.59	10.24

MARKET RESEARCH:

Under Market Research segment, 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.

Key achievement during this financial year includes Base line Survey of over 3000 Nos. of Households near Karanja Port, Dist. Raigad for M/s. Karanja Terminal & Logistics Pvt. Ltd.,

- ENTREPRENEURSHIP & VOCATIONAL TRAINING DIVISION :

During the year under review, this division conducted training programmes sponsored by Dept. of Science & Technology (DST), Ministry of Food Processing Industry (MoFPI), Dept. of Public Enterprises, National Institute for Micro, Small and Medium Enterprises (NI-MSME) and Dept. of Industries, Govt. of Maharashtra.

This division is also implementing Special project viz; ''Udaan'' for students from 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. This programme is sponsored by National Skill Development Corporation (NSDC). During the year, this division has trained more than 27,000 participants under different 12 training programmes.

MITCON INCUBATION CENTRE :

During the year under review, MSME awarded ASPIRE project to MITCON TBI for up gradation of TBI, incubation of innovative idea, seed fund and workshop.

Innovative ideas are selected under MSME scheme âSupport for Entrepreneurial and Managerial Development of SMEs through incubatorâ

- 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 Corporate.

Key achievements includes :

- Sponsorship from TATA Motors Ltd for conducting vocational training in various trades as well as partially sponsoring fees for four wheeler repairing and maintenance course.

- Accreditation from National Skill Development Corporation.

- Organized workshops for the staff of State Reserve Police Force (SRPF).

- Entrepreneurship Development Programmes (EDPs) for Entrepreneurship Development Institute of India, Ahmadabad (EDII).

- Socio Economic Survey for Ishanya Foundation, an organization of Deepak Group.

- Conducted EDP for Idea Foundation.

- MITCON e-SCHOOL :

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

Key achievements of this Division during the financial year under review include :

- Affiliation of Yashwantrao Chavan Maharashtra Open University as Authorized Study Centre for our Balewadi Centre.

- Started Campus to Corporate division catering to training requirements of âOn Campus Studentsâ.

- Partnered with I Source Infosystems Pvt. Ltd. to provide platform for our Computer Hardware Networking students to acquire real time knowledge.

- Established Platform for providing Technical Trainings viz. Printer Repairing, Laptop Repairing, etc, in live maintenance labs. This division ensures support services like Training Infrastructure and Expert Trainers under captioned initiative.

5. DIRECTORS :

Pursuant to Article 171 of the Articles of Association of the Company Mr. Anand Kusre and Mr. Chiman Deshmukh who retire by rotation and being eligible, offer themselves for re-appointment.

During the year under review the Board appointed Mr. Ravi Tyagi as representative of SIDBI as Additional Director on the Board 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 ensuing Annual General Meeting and being eligible offer himself 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 the provision of the Companies Act, 2013 and Listing Agreement entered with the Stock Exchanges is appended as an annexure to the notice of ensuing annual general meeting.

During the year under review, Mr. Ananta P. Sarma and Mr. S. Thiruvadi resigned as Directors of the Company. The Board places on record its sincere appreciation for their valuable contributions.

6. BOARD EVALUATION :

7. MEETINGS OF THE BOARD :

During the financial year 2015-16, six Board Meetings were convened on 27.05.2015, 26.06.2015, 26.08.2015, 03.11.2015, 18.02.2016, 28.03.2016.

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

Sr. No.	Name of the Board Member	Attendance record of the Members
Sr. No.	Name of the Board Member	27.05.2015	26.06.2015	26.08.2015	03.11.2015	18.02.2016	28.03.2016
1.	Mr. Anand Kusre	No	No	Yes	Yes	Yes	Yes
2.	Dr. Pradeep Bavadekar	Yes	Yes	Yes	Yes	Yes	No
3.	Mr. Chiman Deshmukh	Yes	No	No	Yes	Yes	Yes
4.	Mr. Ravi Tyagi*	N.A.	N.A.	Yes	Yes	Yes	Yes
5.	Mrs. Archana Lakhe	Yes	Yes	Yes	Yes	Yes	Yes
6.	Mr. Aniruddha Joshi	No	Yes	Yes	Yes	Yes	No
7.	Mr. Jagannath Dange	Yes	No	Yes	Yes	Yes	Yes

* Appointed w.e.f. 26.08.2015.

Mr. Vineet Suchanti was a member of the Board till 12.06.2015 and he attended meeting held on 27.05.2015. Mr. Ananta Sarma was a member of the Board till 26.08.2015 and he did not attended any meeting.

Mr. S. Thiruvadi was a member of the Board till 21.02.2016 and he attended meetings held on 27.05.2015, 26.06.2015 and 26.08.2015.

8. COMMITTEES OF THE BOARD : i. Audit Committee

As on 31 ^st March 2016, the Committee comprised of the following:

Name of the member	Category
Mr. Anand T. Kusre (Chairman)	Non-Executive Director
Mr. Aniruddha Joshi (Member)	Non-Executive - Independent Director
Mr. Jagannath Dange (Member)	Non-Executive - Independent Director

Mrs. Archana Lakhe (Member)	Non-Executive - Independent Woman Director
Mr. Chiman Deshmukh (Member)	Non-Executive Director

The previous Annual General Meeting of the Company was held on 26^th August, 2015 which was attended by Mr. Anand T. Kusre, Chairman of the Audit Committee.

The dates on which the Audit Committee Meetings were held and the attendance of the Members at the said meetings are as under:

Sr. No.	Dates on which Audit Committee Meeting was held	Attendance record of the Members
Sr. No.	Dates on which Audit Committee Meeting was held	Mr. Anand T. Kusre	Mr. Aniruddha Joshi	Mr. J. P. Dange	Mrs. Archana Lakhe	Mr. Chiman Deshmukh
1.	27/05/2015	No	No	Yes	Yes	Yes
2.	26/08/2015	Yes	Yes	Yes	Yes	No
3.	03/11/2015	Yes	Yes	Yes	Yes	Yes
4.	18/02/2016	Yes	Yes	Yes	Yes	Yes
5.	28/03/2016	Yes	No	Yes	Yes	Yes

ii. Nomination and Remuneration Committee

As on 31 ^st March 2016, the Committee comprised of the following :

Name of the member	Category
Mrs. Archana Lakhe (Chairperson)	Non-Executive - Independent Woman Director
Mr. Aniruddha Joshi (Member)	Non-Executive - Independent Director
Mr. Jagannath Dange (Member)	Non-Executive - Independent Director
Mr. Anand T. Kusre (Member)	Non-Executive Director
Mr. Chiman Deshmukh (Member)	Non-Executive Director

The previous Annual General Meeting of the Company was held on 26^th August, 2015 which was attended by Mrs. Archana Lakhe, Chairperson of the Nomination and Remuneration Committee.

The dates on which the Nomination and Remuneration Committee Meetings were held and the attendance of the Members at the said meetings are as under :

Sr. No.	Dates on which Nomination and Remuneration Committee Meeting was held	Attendance record of the Members
Sr. No.		Mrs. Archana Lakhe	Mr. Aniruddha Joshi	Mr. J. P. Dange	Mr. Anand T. Kusre	Mr. Chiman Deshmukh
1.	27/05/2015	Yes	No	Yes	No	Yes
2.	26/08/2015	Yes	Yes	Yes	Yes	No
3.	28/03/2016	Yes	No	Yes	Yes	Yes

iii. Corporate Social Responsibility (CSR) Committee

As on 31^st March 2016, the Committee comprised of the following:

Name of the member	Category
Mr. Aniruddha Joshi (Chairman)	Non-Executive-Independent Director
Dr. Pradeep Bavadekar (Member)	Managing Director
Mr. Ravi Tyagi (Member)*	Non-Executive Director
Mrs. Archana Lakhe (Member)	Non-Executive-Independent Woman Director

âAppointed as member w.e.f. 26th August, 2015.

Sr. No.	Dates on which CSR Committee Meeting was held	Attendance record of the Members
Sr. No.	Dates on which CSR Committee Meeting was held	Mr. Aniruddha Joshi	Dr. Pradeep Bavadekar	Mr. Ravi Tyagi	Mrs. Archana Lakhe
1.	27/05/2015	No	Yes	N.A.	Yes
2.	18/02/2016	Yes	Yes	Yes	Yes

Mr. Ananta Sarma was a member of the Committee till 26.08.2015 and he did not attended any meeting.

iv. Stakeholders Relationship Committee :

As on 31^st March 2016, the Committee comprised of the following :

Name of the member	Category
Mr. Anand Kusre (Chairman)	Non-Executive Director
Dr. Pradeep Bavadekar (Member)	Managing Director
Mr. Chiman Deshmukh	Non-Executive Director
Mr. Ravi Tyagi (Member)*	Non-Executive Director
Mrs. Archana Lakhe (Member)	Non-Executive-Independent Woman Director

âAppointed as member w.e.f. 26^th August, 2015.

During the year, the Committee meeting was held on 18^th February, 2016 which was attended by all members.

9. KEY MANAGERIAL PERSONNEL (KMP) :

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

Sr. No.	Name of the Person	Designation
1.	Dr. Pradeep Bavadekar	Managing Director
2.	Mr. Ram Mapari	Chief Financial Officer
3.	Mr. Madhav Oak	Company Secretary

During the year there were no changes in the Key Managerial Personnel.

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 an integral 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 appointment of the Statutory Auditors of the Company M/s. Joshi & Sahney, Chartered Accountants, Pune shall be required to be ratified at the ensuing annual general meeting for the Financial Year 2016-17.

M/s. Joshi & Sahney, Chartered Accountants, Pune is an independent audit firm and none of your Directors, KMPâs 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. CORPORATE GOVERNANCE :

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated and applicable under various regulations are complied with.

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 there under, the Company has appointed M/s SVD & Associates, a firm 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 Companyâs affairs has also been covered as part of the Management Discussion and Analysis.

18. CORPORATE SOCIAL RESPONSIBILITY :

During the year, your Company has contributed Rs. 9,82,200/- towards Corporate Social Responsibility (CSR). For the year 2015-16, 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.

19. PARTICULARS REQUIRED TO BE FURNISHED BY COMPANIES :

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.

20. FOREIGN EXCHANGE EARNINGS & OUTGO :

An amount of Rs. 104.77 Lakhs (US$ 1, 46,242, Euro 10832.14) were received during the year on account of Professional fees and reimbursement of expenses. (Previous Year Euro 13,143, GBP 4,725 US$ 38,172 equivalent to Rs. 61.53 Lakhs)

Expenditure in Foreign Currency during the year was Rs. 4.81 Lakhs (US $ 6,392.62, Euro 750) (Previous Year US $ 1,043, Euro 7,145, Thai Bahts 1,450, Swiss Frank 500 equivalent to Rs. 6.55 Lakhs).

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

The Company has duly complied with the provisions of Section 186 of the Companies Act, 2013 in respect of investments made by the Company. The Company has not given any loans, guarantees 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 228 numbers of Staff.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN 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 received 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 an integral 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 :

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

There are no adverse material changes or commitments occurring after 31^st March, 2016 which may affect the financial position of the Company or may require disclosure.

26. CHANGE IN THE NATURE OF BUSINESS :

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

27. 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 an integral part of this Report.

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

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

- 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.

29. 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 Sd/_-

^{Date: 27}*^{h May 2016} Anand Kusre

Chairman (DIN 00818477)

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 Â Current 285.00 275.00

Â 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 Â 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 Â 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 Â 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 Â 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 Â 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) Â 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 Â 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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