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Directors Report of Mohit Industries Ltd.

Mar 31, 2017

The Directors have pleasure in presenting the 27th annual Report of the company together with the Audited Financial Statements for the year ended 31st March, 2017.

FINANCIAL RESULT AND PERFORMANCE: (Rs. in Lakhs except EPS)

PARTICULARS

STANDALONE

CONSOLIDATED

31/03/2017

31/03/2016

31/03/2017

31/03/2016

Sales

15,333.29

13,616.25

15,353.90

13,629.96

Other income

151.30

147.22

150.84

147.17

Profit Before Interest & Depreciation

1,256.55

1,349.03

1,258.46

1,348.61

(-)Finance Cost

698.96

663.96

700.83

664.43

(-) Depreciation

418.58

395.71

418.58

395.71

Net Profit before tax & Exceptional items

139.01

289.36

139.05

288.47

( )Exceptional Items

5.89

24.25

5.89

24.25

Net Profit Before Tax

144.90

313.62

144.94

312.72

( ) Prior period item

11.63

-

11.63

-

(-) Tax Expense

2.34

96.06

2.35

96.06

Share in Profit of Associates & Minority Interest

-

-

27.04

0.78

Net Profit for the year after tax

154.20

217.56

181.27

217.44

Earnings per share (Basic & Diluted) (In ?)

1.09

1.54

1.28

1.54

1. DIVIDEND

With a view to conserve the resources for the company''s Business operations, your directors have deemed it prudent to not to recommend any dividend for the year ended 31st March, 2017. During the year under review, no amount from profit was transferred to General Reserve.

2. SHARE CAPITAL

The Paid up equity share capital as on March 31, 2017 was Rs. 1415.76 lakhs divided into 14,157,575 equity shares of Rs.10 each. During the year under review, the Company has neither issued any shares/convertible warrant nor has granted any stock options and nor sweat equity.

3. STATE OF THE COMPANY''S AFFAIRS

During the year under review, your Company has recorded its revenue from operations as Rs.15,333.29 lakhs against revenue recorded of Rs.13,616.25 lakhs in the previous year. The EBIDT recorded at Rs.1,256.55 lakhs against last year''s figure of Rs.1,349.03 lakhs. Net profit after tax is Rs.154.20 lakhs. Your company has 17 Texturising Machines, 150 High Speed Shuttle-less Looms and 144 Conventional Shuttle Looms with a capacity to manufacture 22,000 tonnes of Draw Texturised Yarn (DTY) per annum and 12 Million meters Grey fabrics per annum respectively.

4. EXPORT

The Company has exported DTY Yarn with a Premium and in its Brand Name to Thailand, Czech Republic, Denmark, Germany, Bulgaria, Indonesia, United Kingdo, Mexico, Brazil, Guatemala, Vietnam, South Korea, Turkey, Algeria and many more Countries. The Company is having Export House Status. During the year under review, your Company has recorded export of Rs.7,174 lakhs as compared to Rs.5,584 lakhs in previous year. Your company also holds Certificate of Oeko-Tex® Standard 100.

5. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is annexed as Annexure- 1 to the Director''s Report.

6. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of Mohit Industries Limited, its subsidiaries and its associates is prepared in accordance with AS- 21 on Consolidated Financial statements and Equity method of accounting given in AS - 23 on "Accounting of Investments in Associates in Consolidated Financial statements". The details of such subsidiary and associates are as follows:-

Sr. No.

Name of company

Nature of relation

1.

Maxum Metals Private Limited

Subsidiary

2.

Mohit Overseas Limited

Associates

3.

Mohit Yarns Limited

Associates

4.

Mohit E-waste Recovery Private Limited

Associates

7. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has one subsidiary as on March 31, 2017. There are three associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act") as on 31st March, 2017.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s subsidiaries/ Associate Companies and Joint Ventures is given in Form AOC-1 and forms an integral part of this Annual Report.

8. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from Mr. Dhiren Dave, Company Secretary in practice, confirming compliance and Management Discussion Analysis Report forms an integral part of this Annual Report.

9. FIXED DEPOSITS

During the year under review the company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

10. DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Naresh Saboo, Director (DIN: 00223350) will retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The details of the aforesaid Directors, his expertise in various functional areas as required to be disclosed under Regulation 36 (3) of the Listing Regulations, form part of the Notice of the ensuing Annual General Meeting. During the financial year Mr. Harmil Shah was appointed as Independent Director of the company for period of five years w.e.f 23.08.2016 and Mr. Dharmesh Patel has resigned from the directorship w.e.f 12.09.2016.

11. DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with rules framed thereunder.

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. The performance of the Board / Committee was evaluated after seeking inputs from all the Directors / Committee members on the basis of the defined criteria including composition and structure, effectiveness of meetings, information and functioning. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated, on the basis of relevant knowledge, expertise, experience, devotion of time and attention to company''s long term strategic issues and understanding of duties, roles and function as Independent Director. The Directors expressed their satisfaction with the evaluation process.

13. NUMBER OF MEETINGS HELD

The Board met six times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the Listing Regulations.

14. POLICY ON DIRECTOR''S APPOINTMENT, REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes and other matters provided under sub section (3) of section 178 of the Companies Act 2013. The Company''s Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as Annexure- 2 to the Director''s Report and also available on Company''s website www.mohitindustries.com.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a Vigil mechanism/ Whistle Blower Policy. This policy is also posted on the Company''s website www.mohitindustries.com.

16. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has formulated a familiarization program for the Independent Directors to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The details of such program are available on the Company''s website www.mohitindustries.com.

17. COMPOSITION OF KEY MANAGERIAL PERSONNEL (KMP)

The Company has the following KMP;

Name of KMP

Designation

Date of Appointment in current Designation

Date of Resignation

Mr. Narayan Saboo

Managing Director

28/09/2015

N.A

Mr. Manish Saboo

Director & CFO

30/05/2014

N.A

Miss. Swati Malu

Company Secretary

17/12/2012

N.A

18. COMPOSITION OF AUDIT AND NOMINATION & REMUNERATION COMMITTEE

The Audit Committee comprises of Mr. Sachin Jain (Chairman), Mr. Jayesh Gandhi (Member) and Mr. Narayan Saboo (Member). The Nomination and Remuneration Committee comprises of Mr. Sachin Jain (Chairman), Mr. Jayesh Gandhi (Member) and Mrs. Pragya Memani (Member). Brief details on the committee are given in the Corporate Governance Report. All the recommendations of the audit committee are accepted by the Board.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013 that:

a) in the preparation of the annual accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures; the annual accounts have been prepared in compliance with the provisions of the Companies Act, 2013

b) the directors have 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 the state of affairs of the Company at the end of the financial year and of the profit of the Company for year ended on that date;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. STATUTORY AUDITORS

In terms of Section 139(1) of the Companies Act, 2013, no listed company can appoint or re-appoint an audit firm (including its affiliate firm) as auditor for more than two terms of five consecutive years. The Act also provided for additional transition period of three years from the commencement of the Act, i.e. from April 1, 2014. M/s. RKM & Co., Chartered Accountants, having Registration No. 108553W, are Statutory Auditors of the Company since 1991. Accordingly, M/s. RKM & Co., Chartered Accountants have completed period of ten years and will also be completing the additional transition period of three years at the conclusion of ensuing 27th Annual General Meeting and now company need to comply with the requirements of mandatory rotation of existing auditor.

The Board of Directors of your Company, on the basis of recommendation of the Audit Committee, has recommended the appointment of M/s. Rajendra Sharma & Associates, Chartered Accountants (FRN: 108390W), as the Statutory Auditors of the Company for a term of five consecutive years from conclusion of the 27th Annual General Meeting of the Company up to the conclusion of the 32nd Annual General Meeting of the Company and in this connection resolution seeking member''s approval forms part of the Notice convening the 27th Annual General Meeting of the Company. M/s. Rajendra Sharma & Associates, Chartered Accountants (FRN: 108390W) have submitted a certificate to your Company stating that their appointment, if made, shall be within the limits prescribed under the Companies Act, 2013 and that they satisfy the criteria prescribed under Section 141 of the Companies Act, 2013.

AUDITORS'' REPORT

Members'' attention is invited to the observation made by the Auditors under "Qualified Opinion" appearing in Auditors Reports.:

The Company has not provided for Long Term Employee Benefits such as Gratuity and Leave Encashment on accrual basis but provides the same as and when they become due for payment. This method of accounting of Long Term Employee Benefits is in deviation with Accounting Standard-15 on Employee Benefits in respect of provision for Long Term Employee Benefit & Defined Benefit plans. As there is no actuarial report or basis of calculation available with the management of such long term employee benefits, the quantum of deviation cannot be determined. If the company had followed the method accounting as per /AS - 15, then employee benefit expense would have increased and correspondingly long term provision would have also increased for such employee benefits.

"The Board is of the opinion that the Provision for the Long term Employees are determined on the basis of actuarial Valuation Method & technique prescribed in the Accounting Standard. The Consulting fees by actuaries for determining the Provision for long term benefit Plan is even higher than the Annual Liability of the company for Long term benefits. The company has decided to pay the Long term benefits as and when it becomes due as the amount is negligible and it is not going to make any impact on the financial Position of the company. Considering the size of the company and negligible liability, the company has not made provisions for Long term employee benefits & Defined benefits plan"

Members'' attention is invited to the observation made by the Auditors under "Emphasis of matter" appearing in Auditors Reports.: Attention to note No. 27(i) on "Contingent Liabilities" forming part of financial statements which describes various tax demands liabilities against the Company under litigation, if decided against the company may have an adverse effect on the functioning of the company"

"The Board is of the opinion that Pursuant to Order dated 13.08.2015 of the Gujarat Value Added Tax Tribunal at Ahmedabad, Gujarat Vat demand pending before Gujarat VAT Department has been decided in the Company''s favour. This will absolves the contingent liabilities of company related to Gujarat VAT (Tax and Penalty) pending before the Gujarat Value Added Tax Tribunal on year to year basis. Pursuant to said order of Gujarat Value Added Tax Tribunal, demands relating to Gujarat Entry Tax is also as similar as to case of Gujarat Vat Demand. For demand relating to Excise duty/excise rebates rejected pending at appellate stages, Board is of view that the demand raised is not sustainable.

21. COST AUDITOR

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Pasari & Associates, Cost Accountants, (Firm Registration Number 100928) as Cost Auditor to conduct the audit of company''s cost records for the financial year 2017-18 at a remuneration of Rs.60,000/- (Rupees Sixty Thousands only) plus applicable service tax and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, the remuneration of Cost Auditors as approved by the Board of Directors is subject to ratification by the shareholders at the ensuing Annual General Meeting and in this connection resolution seeking member''s approval forms part of the Notice convening the 27th Annual General Meeting.

22. SECRETARIAL AUDIT

Mr. Dhiren R Dave, Surat, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2016-17, as required under Section 204 of the Companies Act, 2013 read with rules framed there under. The Secretarial Audit Report for F.Y 2016-17 is annexed as Annexure-3 to the Director''s Report. There is no secretarial audit qualification for the year under review.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The transactions with related parties as per requirements of Accounting Standard (AS-18) - ''Related Party Disclosures'' are disclosed in Note No. 36 of Notes to Accounts. All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained for transactions which are of repetitive nature. The policy on materiality of Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report. None of the Directors/KMP has any pecuniary relationship or transactions vis-a-vis the Company.

25. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company by way of Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and mitigating risks associated with the business. The policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today''s challenging and competitive environment, strategies for mitigating inherent risks associated with business and for accomplishing the growth plans of the Company, are imperative. The common risks inter alia are risks emanating from; Regulations, Competition, Business, Technology obsolescence, Investments, retention of talent, finance, politics and fidelity. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. The Risk Management Policy is also hosted on the Company''s website www.mohitindustries.com.

26. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report. However, the company has received Rs.8.5 crores as Vat refund on 19.05.2017 in reference to case for Gujarat Vat Demand before Gujarat Value Added Tribunal that has been decided in company''s favour vide Gujarat VAT tribunal order dated 13.08.2015 and The Hon''ble Gujarat high Court order dated 09.01.2017 directed to Gujarat Vat department for refund of credit due to the company. This will absolve the contingent liability in relation to Gujarat Vat Demand.

27. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

28. INSURANCE

The Company''s building, plant and machineries, Stocks and other properties wherever necessary and to the extent required have been adequately insured.

29. LISTING OF SHARES AND LISTING FEES

The Equity Shares of your Company are listed and actively traded on the BSE Limited and the National Stock Exchange of India Limited. The Company has paid annual listing fees to the both stock exchanges for the financial year 2017-18.

30. REMUNERATION AND PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure -4 to the Director''s Report.

31. INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

32. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

During the period under review as there were no amount of Unclaimed Dividend and interest thereon, which remained unpaid/ unclaimed for a period of 7 years, required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to provision of Section 125 of the Companies Act, 2013.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed as Annexure- 5 to the Director''s Report.

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

The Company has an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Directors further state that during the year under review, No compliant was received from any employee during F.Y 2016-17 and hence no complaint is outstanding as on 31st March, 2017 for redressal.

35. DETAILS OF SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there are not any significant or material orders passed by the Regulators or Courts or tribunals impacting the going concern status and your Company''s operations in future.

36. ACKNOWLEDGMENT

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

For and on behalf of the Board of Directors

For Mohit Industries Limited

Date : 21 06 2017 Sd/-

(SITARAM SABOO)

Place : Surat

Chairman


Mar 31, 2016

DIRECTORS'' REPORT

To

The Members

MOHIT INDUSTRIES LIMITED

The Directors have pleasure in presenting the 26th annual Report together with the Audited Financial Statements for the year ended 31st March, 2016.

FINANCIAL RESULT AND PERFORMANCE : (Rs, In Lacs)

PARTICULARS

STANDALONE

CONSOLIDATED

31/03/2016

31/03/2015

31/03/2016

Sales

13616.25

24680.44

13629.96

Other income

147.22

180.54

147.17

Profit Before Interest & Depreciation

1349.03

1828.84

1348.61

(-) Finance Cost

663.96

1003.43

664.43

(-) Depreciation

395.71

541.02

395.71

Profit before tax & Exceptional items

289.36

284.39

288.47

( ) Exceptional Items

24.25

(52.25)

24.25

Profit Before Tax

313.62

232.14

312.72

(-) Tax Expense

96.06

90.02

96.06

Minority Interest and Share in Profit of Associates

-

-

0.78

Profit for the year after tax

217.56

142.12

217.44

The basic and diluted earnings per share (EPS) computed in accordance with the Accounting Standard- was Rs. 1.54 per share respectively as against Rs. 1.00 per share (basic & diluted) for the previous year.

NOTE :

(a) Consequent to the Scheme of Demerger of AAC Block Division effective from 1st April, 2015 the figures for the year ended March 31, 2016, are not comparable with the corresponding figures disclosed under previous year ended March

31, 2015.

(b) This being first occasion that consolidated financial statements are presented, comparative figures for the previous period are not presented in accordance with "Transitional Provisions" of AS - 21 on "Consolidated Financial Statements"

1. DIVIDEND

Your Directors are pleased to recommend a dividend of 10% i.e. Rs. 1 per equity share of face value of Rs. 10 each aggregating to 141.57 lacs. During the year under review, no amount from profit was transferred to General Reserve.

2. SHARE CAPITAL

The Paid up equity share capital as on March 31, 2016 was Rs. 1415.76 Lacs. During the year under review, the Company has neither issued any shares/convertible warrant nor has granted any stock options and nor sweat equity.

3. DEMERGER OF AAC BLOCK DIVISION OF MOHIT INDUSTRIES LTD INTO BIGBLOC CONSTRUCTION LTD

The Hon''ble high court of Gujarat has, vide its order dated 22nd February, 2016 sanctioned the Scheme of Arrangement and Demerger between Mohit Industries Limited ("Demerged company'') and Bigbloc Construction Limited ("Resulting company'') and their respective Shareholders and Creditors under Section 391 to 394 of the Companies Act 1956. With effect from appointed date i.e. 01st April, 2015,all the assets and liabilities of AAC Block Division of the company becomes assets & liabilities of Bigbloc Construction Limited ("BCL"). In Consideration of vesting of AAC Block division of the company to BCL as per terms of the Scheme, each shareholder of Company in respect of each share held in the company, has been allotted, one share each of BCL of face value of Rs. 10/- each as fully paid up.

4. BUSINESS DEVELOPMENT & EXPANSION

Your company has 16 Text rising Machines, 150 High Speed Shuttle-less Looms and 144 Conventional Shuttle Looms with a capacity to manufacture 21,000 tonnes of Draw Textures Yarn (DTY) per annum and 12 Million meters Grey fabrics per annum respectively. Now the company is planning to install 8 new text rising Machines having thereby increasing manufacturing capacity by 40 % i.e. 9000 tonnes of Draw Textures Yarn (DTY) per annum and making total manufacturing capacity of 30,000 tonnes of DTY per annum. Construction of new building for expansion of textile division of company at Kim, surat is going on.

5. EXPORT

The Company has exported DTY Yarn to South Korea with a Premium and in its Brand Name to Thailand, Czech Republic, Denmark, Germany, Bulgaria, Indonesia, United Kingdo, Mexico, Brazil, Guatemala, Vietnam and many more Countries. The Company has availed Export House Status. The total Net exports of the Company amounted to Rs. 5584 Lacs as compared to Rs. 8806.76 Lacs. During the year export of the company get affected due to decrease in crude oil prices, which eventually resulted, fall in price of raw material and finished goods prices and this decrease in crude oil prices also affected the demand for the products. Your company also holds Certificate of Oeko-Tex® Standard 100.

6. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of Mohit Industries Limited, its subsidiaries and its associates is prepared in accordance with AS - 21 on Consolidated Financial statements and Equity method of accounting given in AS - 23 on "Accounting of Investments in Associates in Consolidated Financial statements". The details of such subsidiary and associates are as follows:-

Sr. No.

Name of company

Nature of relation

1.

Maxum Metals Private Limited

Subsidiary

2.

Mohit Overseas Limited

Associates

3.

Mohit Yarns Limited

Associates

4.

Mohit E-waste Recovery private Limited

Associates

7. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has one subsidiary as on March 31, 2016. There are three associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act") as on 31st March, 2016. Pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s subsidiaries/Associate Companies and Joint Ventures is given in Form AOC-1 and forms an integral part of this Annual Report.

8. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from Mr. Dhiren Dave, Company Secretary in practice, confirming compliance and Management Discussion Analysis Report forms an integral part of this Annual Report.

9. FIXED DEPOSITS

During the year under review the company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

10. DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Manish Saboo, Director (DIN: 01576187) will retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The company has received requisite in writing from a member proposing candidature of Mr. Harmil Jatinbhai Shah as Independent Director of the company in ensuing Annual General Meeting of the company. In terms of Section 149 of the Act it is proposed to appoint Mr. Harmil Jatinbhai shah as Independent Director for term of five years, not be liable to retire by rotation. During the financial year no changes have been occurred in the Directors of the company.

11. DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with rules framed there under.

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Nomination & Remuneration Committee members, covering various aspects of the Board''s functioning such as adequacy of composition of Board and Committees, Board communication, timeliness and unbiased information of right length and quality of information, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as attendance, participation in the discussion, deliberation at the meeting, understanding role and responsibilities as board member, demonstration of knowledge, skill and experience that make him/her a valuable resource for the board. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

13. NUMBER OF MEETINGS HELD

The Board met ten times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the Listing Regulations.

14. POLICY ON DIRECTOR''S APPOINTMENT, REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTORAND OTHER MATTERS

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes and other matters provided under sub section (3) of section 178 of the Companies Act 2013. The Company''s Remuneration Policy for Directors, Key Managerial Personnel and other employees is available on Company''s website www.mohitindustries.com.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a Vigil mechanism/Whistle Blower Policy. This policy is also posted on the Company''s website www.mohitindustries.com.

16. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has formulated a familiarization program for the Independent Directors to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The details of such program are available on the Company''s website.

17. COMPOSITION OF KEY MANAGERIAL PERSONNEL (KMP)

The Company has the following KMP;

Name of KMP

Designation

Date of Appointment in current Designation

Date of Resignation

Mr. Narayan Saboo

Managing Director

28/09/2015

N.A

Mr. Manish Saboo

Director & CFO

30/05/2014

N.A

Miss. Swati Malu

Company Secretary

17/12/2012

N.A

18. COMPOSITION OF AUDIT AND NOMINATION & REMUNERATION COMMITTEE

The Audit Committee comprises of Mr. Sachin Jain (Chairman), Mr. Jayesh Gandhi (Member) and Mr. Narayan Saboo(Member). The Nomination and Remuneration Committee comprises of Mr. Sachin Jain (Chairman), Mr. Jayesh Gandhi (Member) and Mrs. Pragya Memani(Member). Brief details on the committee are given in the Corporate Governance Report.AII the recommendations of the audit committee are accepted by the Board.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013That:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have 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 the state of affairs of the Company at the end of the financial year and of the profit of the Company for year ended on that date;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. STATUTORY AUDITORS

The Statutory Auditors of the Company, M/s. R.K.M &Co., Chartered Accountant, Surat (Firm Registration Number. 108553W) will retire at the conclusion of the ensuing Annual General Meeting and, being eligible; offer them for re-appointment as Statutory Auditor for the financial year 2016-17. The Company has received a certificate from the auditors to the effect that their reappointment if made, would be in accordance with the provisions of section 139 and 141 of the Companies Act, 2013. The Directors recommend the re-appointment of M/s R.K.M &Co. as Statutory Auditors of the Company.

AUDITORS'' REPORT:

Members'' attention is invited to the observation made by the Auditors under "Qualified Opinion" appearing in Auditors Reports.: The Company has not provided for Long Term Employee Benefits such as Gratuity and Leave Encashment on accrual basis but provides the same as and when they become due for payment. This method of accounting of Long Term Employee Benefits is in deviation with Accounting Standard-15 on Employee Benefits in respect of provision for Long Term Employee Benefit & Defined Benefit plans. As there is no actuarial report or basis of calculation available with the management of such long term employee benefits, the quantum of deviation cannot be determined. If the company had followed the method accounting as per AS -15, then employee benefit expense would have increased and correspondingly long term provision would have also increased for such employee benefits.

"The Board is of the opinion that the Provision for the Long term Employees are determined on the basis of actuarial Valuation Method & technique prescribed in the Accounting Standard. The Consulting fees by actuaries for determining the Provision for long term benefit Plan is even higher than the Annual Liability of the company for Long term benefits. The company has decided to pay the Long term benefits as and when it becomes due as the amount is negligible and it is not going to make any impact on the financial Position of the company. Considering the size of the company and negligible liability, the company has not made provisions for Long term employee benefits & Defined benefits plan"

21. COST AUDITOR

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Bhanwarlal Gurjar & Co., Cost Accountants, (Firm Registration Number 101540) as Cost Auditor to audit the cost accounts of the Company for the financial year 2016-17. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

22. SECRETARIAL AUDIT

Mr. Dhiren R Dave, Surat, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 read with rules framed there under. The Secretarial Audit Report for FY 2015-16 forms part of the Annual Report. There is no secretarial audit qualification for the year under review.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

24. CONTRACTSAND ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained for transactions which are of repetitive nature. The policy on materiality of Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

25. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company by way of Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and mitigating risks associated with the business. The policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today''s challenging and competitive environment, strategies for mitigating inherent risks associated with business and for accomplishing the growth plans of the Company, are imperative. The common risks inter alia are risks emanating from; Regulations, Competition, Business, Technology obsolescence, Investments, retention of talent, finance, politics and fidelity. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. The Risk Management Policy is also hosted on the Company''s website.

26. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

27. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

28. INSURANCE

The Company''s building, plant and machineries, Stocks and other properties wherever necessary and to the extent required have been adequately insured.

29. LISTING OF SHARES AND LISTING FEES

The Equity Shares of your Company are listed and actively traded on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid annual listing fees to the both stock exchanges for the financial year 2016-17.

30. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure-1 to the Director''s Report.

31. REMUNERATION AND PARTICULARS OF EMPLOYEES

The information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure- 2 to the Director''s Report. Since there is no employee receiving remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, there is no information requires to be given under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

32. INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

33. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend, and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,2014 the particulars relating to conservation of energy, technology, absorption and foreign exchange earnings and outgo is appended as Annexure- 3 to the Director''s Report.

35. DISCLOSURE UNDER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there are not any significant and material orders passed by the Regulators or Courts to the Company.

37. ACKNOWLEDGMENT

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

For and on behalf of the Board of Directors

For Mohit Industries Limited

Place : Surat (SITARAM SABOO)

Date : 07.07.2016 Chairman


Mar 31, 2014

The Members

MOHIT INDUSTRIES LIMITED

The Directors have pleasure in presenting the 24th annual Report together with the Audited Statement of Accounts of the company for the financial year ended 31st March, 2014.

FINANCIAL RESULT: (Rs. In Lacs)

PARTICULARS 31/03/2014 31/03/2013

Sales 22,509.98 19,668.42

Other income 243.75 154.52

Profit Before Interest & Depreciation 1,539.61 1,188.10

(-)Finance Cost 899.58 612.98

(-) Depreciation 445.74 380.22

Profit before tax & Exceptional items 194.29 194.89

( )Exceptional Items 163.88 -

Profit Before Tax 358.17 194.89

(-) Tax Expense 140.78 128.30

Profit for the year after tax 217.38 66.60

( ) Surplus brought from previous year 1,698.46 1,631.86

Total surplus Carried to balance sheet 1,915.84 1,698.46

Less :

Profit & Loss Appropriation 31/03/2014 31/03/2013

Proposed Dividend - -

Dividend Distribution tax - -

Transfer to General Reserve - -

Closing Balance 1,915.84 1,698.46

General Reserve 31/03/2014 31/03/2013

Total Amount as at last year 91.75 91.75

Add: Transfer from P&L Appropriation Account - -

Closing Balance 91.75 91.75

OPERATION:

The total Turnover of the Company during the year was Rs.22509.98 Lacs against Rs.19668.42 Lacs in the previous financial year. During the year Net sale of Company have been Increased by 14.45%. The increase in Turnover was mainly due to increase in Export sales. Total Raw material Consumption was Rs.16177.03 lacs against Rs.12133.23 lacs in the previous financial year. The total expenditure during the year was Rs.22559.44 Lacs against Rs.19628.05 Lacs in the previous financial year. The increase in total expenditure was mainly due to increase in manufacturing expenses, administrative Expense and selling & Distribution expense, interest and so on.

The profit before tax for the year under review was higher at Rs.358.17 Lacs (includes sale of Silvassa land & building at Rsl63.87 Lacs) compared to Rs.194.89 Lacs in the previous financial year and the profit after tax for the year under review at Rs. 217.38 Lacs compared to Rs. 66.60 Lacs in the previous financial year.

The basic and diluted earnings per share (EPS) computed in accordance with the Accounting Standard was Rs. 1.54 per share respectively as against Rs. 0.47 per share (basic & diluted) for the previous year.

DIVIDEND:

With a view to conserve the resources for the Company''s business operations, your Directors have deemed it prudent not to recommend any dividend for the year ended 31st March 2014.

BUSINESS DEVELOPMENT & EXPANSION

Your company plans to take the expansion to the next level by installing high tech and time saving two new Texturising Machinery, increase the overall manufacturing Capacity to 21,000 tonnes from 18,000 tonnes of Draw Texturised Yarn. During the Current Year, Your company is also installing 48 New Water Jet looms increases overall manufacturing Capacity to 12 million from 8 million meters of grey fabrics annually.

Your Company is planning to increase Export Gross Turnover from 44 Crores in 2014 to 100 Crores by March 2015. The company is also planning to move towards export of Fabrics in 2014-15.

EXPORT

Yarn export has been continuously growing from India and company is also benefiting from same. The Company has exported DTY Yarn to South Korea with a Premium and Brand Name, Italy, Spain, Germany, Mexico, Thailand, Peru, Bangladesh South Africa, Egypt, Brazil, Colombia, Guatemala, Vietnam and many more Countries. The Company has availed Export House Status. The total Net exports of the Company amounted to Rs. 3944.28 Lacs as compared to Rs. 2412.86 Lacs.

CORPORATE GOVERNANCE &MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on the Corporate Governance as stipulated under clause 49 of the listing agreement with the stock Exchanges along with a certificate from Mr. Dhiren Dave, Company Secretary in Practice, Confirming Compliances is set out in the annexure forming part of this Annual report.

The management Discussion Analysis Report as required under Clause 49 of Listing Agreement is annexed hereto as part of this Annual Report.

FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits from the public under Section 58A or 58AA of the Companies Act, 1956 and is therefore not required to furnish information in respect of outstanding deposits under Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS:

In terms of Section 152 of the Companies Act, 2013, Mr. Manish Saboo shall retire by rotation at the 24th Annual General Meeting and being eligible, offer themselves for re-appointment. The Board Recommend their Re- appointment to the Shareholders of the Company.

Mrs. Pragya Memani was appointed as Additional Director on 22nd March,2014 and who holds office up to the date of this ensuing Annual General Meeting and The Company has received requisite notice in writing from members proposing the aforesaid directors for appointment as Independent Directors to hold office for 5 (five) consecutive years for a term up to the conclusion of the 29th Annual General Meeting of the Company to be held in the year 2019, not liable to retire by rotation.

In terms of the provisions of Section 149 of the Companies Act, 2013, it is proposed to appoint Mr. Jayesh Gandhi, Mr. Dharmesh Patel, and Mr. Sachin Jain as independent directors for a period of 5 years up to the conclusion of the 29th Annual General Meeting of the Company to be held in the year 2019., not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

During the year, Miss. Simmi Nandwani & Mr. Bharat Merchant has resigned from the Board of Directors of the Company on 31st May 2013 and 01st February, 2014 respectively.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 and on the basis of explanation and compliance certificate given by the executives of the Company and subject to disclosures in the annual accounts and also on the basis of discussion with the Statutory Auditors'' of the Company from time to time, Your Directors confirm that:

I. In preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

II. The Directors have 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 the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended 31st March, 2014;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Annual Accounts have been prepared for the period ended on 31st March, 2014 on a going concern basis. AUDITORS'' REPORT:

The Observations made in the Auditors1 Report read with relevant notes No. 2(F) in Notes to Accounts, call for comments under Section 217(3) of the Companies Act, 1956 regarding "not made provision for Long Term Employee Benefits". The Board is of the opinion that the Provision for the Long term Employees are determined on the basis of actuarial Valuation Method & technique prescribed in the Accounting Standard. The Consulting fees by actuaries for determining the Provision for long term benefit Plan is even higher than the Annual Liability of the company for Long term benefits. The company has decided to pay the Long term benefits as and when it becomes due as the amount is negligible and it is not going to make any impact on the financial Position of the company. Considering the size of the company and negligible liability, the company has not made provisions for Long term employee benefits & Defined benefits plan.

The Matter of Emphasis made in the Auditor''s Report in respect to Note No. 37 in respect of "Change in Accounting Policy" relating to accounting Treatment of foreign exchange fluctuation in respect of long term Monetary liabilities of the company has been added to cost of Depreciable Assets . The Board is of the opinion that The Change in Accounting Policy in respect of accounting of gain or loss arising on account of foreign exchange Fluctuation in respect of Long term Assets or Liabilities has been adopted by the board due to lot of fluctuations in Foreign Exchange Rates. Also, the Foreign Exchange liability standing on the books is for Import of Capital Asset and hence it has been capitalized.

AUDITORS:

The Statutory Auditors of the Company, M/s. R.K.M & Co., Chartered Accountant, Surat (Firm Registration Number. 108553W) will retire at the conclusion of the ensuing Annual General Meeting and, being eligible; offer them for re- appointment as Statutory Auditor for the financial year 2014-15. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224 (IB) of the Companies Act, 1956. The Directors recommend the re-appointment of M/s R.K.M & Co. as Statutory Auditors of the Company.

The Companies Act, 2013

The Ministry of Corporate Affairs (MCA) vide its Circular dated 4th April 2014 has clarified that the financial statements and documents annexed thereto, auditor''s report and board''s report in respect of financial year that have commenced earlier than 1st April 2014 shall be governed by the provisions of the Companies Act, 1956 and in line with the same, the Company''s financial statements, auditors'' report and Board''s report and attachments thereto have been prepared in accordance with the provisions of the Companies Act, 1956.

CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31.03.2014 is annexed hereto.

INSURANCE

The Company''s building, plant and machineries, Stocks and other properties wherever necessary and to the extent required have been adequately insured.

LISTING OF SHARES AND LISTING FEES

The Equity Shares of your Company are listed and actively traded on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid annual listing fees to the both stock exchanges for the financial year 2014-15.

TRANSFER TO RESERVES IN TERMS OF SECTION 217 (1) (B) OF THE COMPANIES ACT, 1956

For the financial year ended 31st March, 2014 the Company had not transferred any sum to Reserves. Therefore, your Company proposes to transfer the entire amount of profit to Profit and Loss Accounts of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo, in accordance with Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure I hereto and forms part of this report.

PERSONNEL & PARTICULARS OF EMPLOYEES:

The industrial relations with the workers and staff of the Company remained cordial throughout the year. There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continues to be an area of prime importance.

Particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies(Particulars of the Employees) Rules, 1975 & Companies (Particulars of Employees) Amendment Rules, 2011 are not applicable since, none of the employee of the Company was drawing more than Rs. 60,00,000/- P.A or Rs. 5,00,000/- P.M for the part of the year. Statement to this effect is as follows:

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 & Companies (Particulars of Employees) Amendment Rules, 2011 and forming part of the Report of the Directors for the year ended 31st March, 2014.

ACKNOWLEDGMENT:

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

For and on behalf of the Board of Directors For Mohit Industries Limited

Place : Surat (SITARAM SABOO) Date : 14.08.2014 Chairman


Mar 31, 2013

To The Member of MOHIT INDUSTRIES LIMITED

The Directors have pleasure in presenting the 23rdAnnual Report together with the Audited Statement of Accounts of the company for the financial year ended 31st March, 2013.

FINANICIAL RESULT:

(Rs. In Lacs) Particulars 31.03.2013 31.03.2012

Sales 19,668.42 17,631.42

Other income 154.52 144.46

Profit Before Interest & Depreciation 1,188.10 1,155.85

(-) Finance Cost 612.98 389.75

(-) Depreciation 380.22 306.43

Profit before tax & Exceptional items 194.89 459.66

( ) Exceptional Items 1,467.43

Profit Before Tax 194.89 1,927.10

(-) Tax Expense 128.30 556.62

Profit for the year after tax 66.60 1,370.48

( ) Surplus brought from previous year 1,631.86 576.73

Total surplus Carried to balance sheet 1,698.46 1,947.21

Less:

Profit & Loss Appropriation 31.03.2013 31.03.2012

Proposed Dividend 212.36

Dividend Distribution tax 34.46

Transfer to General Reserve 68.52

Closing Balance 1,698.46 1,631.87

General Reserve 31.03.2013 31.03.2012

Total Amount as at last year 91.75 23.23

Add: Transfer from P&L Appropriation Account 68.52

Closing Balance 91.75 91.75

OPERATION:

The total Turnover of the Company during the year was Rs. 19,668.42Lacs against Rs. 17,631.42Lacs in the previous financial year. During the year Net sale of Company has been Increased by 11.55% with respect to decline in Consumption of Raw materials by 11.70% Increase in Turnover was mainly due to trading in Sarees & Dhoties and Sale of new product AAC Blocks. Total Raw material Consumption was 12,133.23Lacs against Rs. 13,740.30Lacs in the previous financial year. The total expenditure during the year was Rs. 19,628.05Lacs against Rs. 17,316.22Lacs in the previous financial year. The increase in total expenditure was mainly due to increase in manufacturing expenses, administrative Expense and selling & Distribution expense, interest and so on.

The profit before tax for the year under review was lower at Rs. 194.89Lacs from Rs. 1,927.10Lacs (which also include sale proceeds of Palghar unit of Rs. 1,467.44 Lacs) in the previous financial year and the same was the case of the profit after tax for the year under review at Rs. 66.60Lacs compared to Rs. 1,370.48 Lacs in the previous financial year.

The basic and diluted earnings per share (EPS) computed in accordance with the Accounting Standard- 20 issued by the Institute of Chartered Accountants of India was Rs. 0.47 per share respectively as against Rs. 11.21 per share (basic & diluted) for the previous year.

DIVIDEND:

With a view to conserve the resources for the Company''s business operations, your Directors have deemed it prudent not to recommend any dividend for the year ended 31st March 2013

BUSINESS DEVELOPMENT & EXPANSION

The Company has installed and Commissioned Autoclaved Aerated Concrete (AAC) Blocks Manufacturing unit of capacity 300,000 m3/annum at Umargaon in September 2012. AAC Plant of the Company is well equipped with modern and latest technology enhancing Productivity of AAC Product.

The Company is also planning to install new AAC plant near by Hosur at Tamilnadu for which Land has been identified at Hosur and would finalize the same soon.

The Company has shifted its Textile Operations at Silvassa Unit to Kim unit which would result in better economies of scale.

EXPORT

Yarn export has been continuously growing from India and company is also benefiting from same. The Company has exported DTY Yarn to Italy, Spain, Germany, Mexico, Thailand, Peru, Bangladesh, South Africa, Egypt and many more Countries. The Company has exported goods over Rs.65 Crores in last two Years and has availed Export House Status. Company has also started to move from DTY (Draw Texturised Yarn) to Finished Fabrics. The Continued weakness of Indian Rupees against the US Dollar and Euro has improved Export earning of the Company.

CORPORATE GOVERNANCE &MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on the Corporate Governance as stipulated under clause 49 of the listing agreement with the stock Exchanges along with a certificate from Mr. Dhiren Dave, Company Secretary in Practice, Confirming Compliances is set out in the annexure forming part of this Annual report.

The management Discussion Analysis Report as required under Clause 49 of Listing Agreement is annexed hereto as part of this Annual Report

FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits from the public under Section 58A or 58AA of the Companies Act, 1956 and is therefore not required to furnish information in respect of outstanding deposits under Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS:

In accordance with the provision of Section 255 and 256 of the Companies act, 1956 and pursuant to Article 138 to 145 and Article 162 of Article of Association of the Company, Mr. Jayesh Gandhi and Mr. Sitaram Saboo, Director of the Company shall retire by rotation at the 23rd Annual General Meeting and being eligible, offer themselves for re-appointment. The Board Recommend their Re-appointment to the Shareholders of the Company

The Information to shareholders pursuant to Clause 49 of Listing Agreement pertaining to brief resume, expertise in functional areas, Name of Companies in which Mr. Jayesh Gandhi and Mr.Sitaram Saboo are directors respectively is forming part of the Annual Report.

During the year Mrs. Ayushi Saboo and Miss. Simmi Nandwani has resigned from the Board of Directors of the Company on 13th Feb 2013 and 31st May 2013 respectively.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 and on the basis of explanation and compliance certificate given by the executives of the Company and subject to disclosures in the annual accounts and also on the basis of discussion with the Statutory Auditors'' of the Company from time to time, your Directors confirm that:

I. In preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

II. The Directors have 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 the state of affairs of the Company at the end of the financial year ended on 31st March, 2013 and of the profit of the Company for that period;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Annual Accounts have been prepared for the period ended on 31st March, 2013 on a going concern basis.

AUDITORS'' REPORT:

The Observations made in the Auditors'' Report read with relevant notes in Notes to Accounts, call for comments under Section 217(3) of the Companies Act, 1956 regarding "not made provision for Long Term Employee Benefits". The Board is of the opinion that Company doesn''t have high Numbers of men power plus employee turnover is also very nominal compared to the size of the company hence company has practice to not to provide for long term employee benefits.

AUDITORS:

The Statutory Auditors of the Company, M/s. R.K.M & Co., Chartered Accountant, Surat (Firm Registration Number. 108553W) will retire at the conclusion of the ensuing Annual General Meeting and, being eligible; offer them for re-appointment as Statutory Auditor for the financial year 2013- 14. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section224 (1B) of the Companies Act, 1956. The Directors recommend the re-appointment of M/s R.K.M & Co. as Statutory Auditors of the Company.

COST AUDITORS:

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956 and subject to the approval of the Central Government, M/s Manubhai& Associates, Cost Accountant, Surat have been appointed as Cost Auditors to conduct cost audit of textile product manufactured by Company for Financial year 2013-14.

CASH FLOW ANALYSIS:

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31.03.2013 is annexed hereto

INSURANCE

The Company''s building, plant and machineries, Stocks and other properties wherever necessary and to the extent required have been adequately insured.

LISTING OF SHARES AND LISTING FEES

The Equity Shares of your Company are listed and actively traded on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid annual listing fees to the both stock exchanges for the financial year 2013-2014.

TRANSFER TO RESERVES IN TERMS OF SECTION 217 (1)(B) OF THE COMPANIES ACT, 1956

For the financial year ended 31st March, 2013 the Company had not transferred any sum to Reserves. Therefore, your Company proposes to transfer the entire amount of profit to Profit and Loss Accounts of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo, in accordance with Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given as Annexure I hereto and forms part of this report.

PERSONNEL &PARTICULARS OF EMPLOYEES:

The industrial relations with the workers and staff of the Company remained cordial throughout the year. There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continues to be an area of prime importance.

Particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies(Particulars of the Employees) Amendment Rules, 2011 are not applicable since, none of the employee of the Company was drawing more than Rs. 60,00,000/- P.A or Rs. 5,00,000/- P.M for the part of the year. Statement to this effect is as follows:

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)Amendment Rules, 2011 and forming part of the Directors'' Report for the financial year ended 31st March, 2012.

ACKNOWLEDGMENT:

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.

For and on behalf of the Board of Directors

SITARAM SABOO

Chairman

Date: 31.05.2013

Place: Surat


Mar 31, 2012

The Directors have pleasure in presenting the Annual Report together with the Audited Statements of Account of the Company for the year ended 31st March, 2012 and the Auditors' report thereon.

Financial Results: (Rs. In Lakhs)

Particulars 31.03.2012 31.03.2011

Sales & other income 17,631.42 14,773.33

Profits before depreciation, interest and Tax 2,432.24 1,183.90

Less: Depreciation 306.42 374.12

Interest 198.72 377.35

Profit before Tax 1,927.10 432.43

Less: Provision for tax 556.62 155.75

Profit after tax 1,370.48 276.68

OPERATIONS

Company's progress speaks for itself, Turnover PBT & PAT has shown vertical growth. It also includes shares of slump sale of AACB Block unit. However, Management is confident that even in current year with new AACB Block unit product to start in current year.

Dividend:

Board of Directors are pleased share the growth of the company with shareholders by way of recommending dividend @ Rs.1.50 per share on equity shares of Rs. 10/- each.

Fixed Deposits:

The Company has not accepted any Fixed deposits under section 58-A of the Companies Act, 1956. Directors:

In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of the Company, Mr. IMarayan Saboo, Mr. Naresh Saboo, and Mr. Bharat Merchant are directors liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his appointment.

Audit Committee:

The Audit Committee of the Board presently comprises of Ms. Ayushi Jain, Mr. Sitaram Saboo and Mr. Sachin Jain.. The Committee met three times during the year.

Director's Responsibility Statement:

Pursuant to the provisions of Section, 217(2AA) of the Companies Act, 1956 your Directors confirm:

(a) that applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

(b) that the accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2008 and of the profit of the company for the year ended on that date.

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(d) that the annual accounts have been prepared on a going concern basis.

Particulars under Section 217(2A) of the Companies Act, 1956 :

There were no employees who were in receipt of remuneration exceeding the ceiling limit prescribed under the Companies (Particulars of Employees) Rules, 1975 calling for furnishing their particulars.

Conservation of Energy, Technology, Absorption and Foreign Exchange Earning and outgo:

A. Conservation of Energy, Technology and Absorption :

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption is given in the Annexure forming part of the this report.

B. Foreign Exchange earnings and outgo :

During the year under review, there was no foreign exchange earning or outgo Auditors' Report

Observations made in the Auditors' Report read with relevant notes in Notes to Accounts, call for comments under Section 217(3) of the Companies Act, 1956 regarding "not made provision for Long Term Employee Benefits". Board is of the opinion that Company doesn't have high nos. of men power plus employee turnover is also very nominal compared to the size of the company hence company has practice to not to provide for long term employee benefits.

Auditors:

M/s. Ramesh Kumar Malpani & Co. Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. They being eligible for reappointment, the Board recommend their reappointment.

Corporate Governance:

A report on the Corporate Governance Code along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this Report. Clause 49 has been revised recently and the same would be implemented as per Schedule in the current year.

Acknowledgement:

The Directors would like to thank all the clients of the Company for the unstinted support received from them during the year.

The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and On behalf of the Board of Directors

Place : Surat SITARAM SABOO

Date : 24.08.2012 CHAIRMAN


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Annual Report together with the Audited Statements of Account of the Company for the year ended 31st March, 2011 and the Auditors' report thereon.

Financial Results: (rs. in Lakhs)

Particulars 31.03.2011 31.03.2010

Sales & other income 14631.42 10788.50

Profits before depreciation, 1191.14 642.52 interest and Tax

Less: Depreciation 374.12 227.88

Interest 384.56 212.30

Profit before Tax 432.46 202.34

Less: Provision for tax 155.77 86.14

Profit after tax 276.69 116.19

OPERATIONS

Indian economy has shown its strength during the previous year and per capita income of the country and saving habit of Indians and spending powers of middle class and Indian youth has continued to support Indian economy and Textile Industry has also not only survived but has achieved modest growth as well.

Your company has also achieved over all modest growth and total Turn Over and Profit after Tax has shown growth of 35.62 % and 138.13 % as compared to previous year.

The Company has sold the AAC Blocks Plant located at Palghar to Biltech Building Elements Limited on 30th June 2011. The reason behind the sale was that the Company was getting a very good profit from the said sale which will be reflected in the current Financial year.

Dividend :

Board of Directors are pleased to share the growth of the company with shareholders by way of recommending dividend @ Rs.1.50 per share on Equity shares of Rs. 10/- each.

Fixed Deposits:

The Company has not accepted any Fixed deposits under section 58-Aof the Companies Act, 1956.

Directors:

In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of the Company, Ms. Ayushi Jain, Mr. Jayesh Gandhi and Mr. Narayan Saboo are directors liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself/ her self for re-appointment. The Board recommends hisappointment.

Audit Committee:

The Audit Committee of the Board presently comprises of Ms. Ayushi Jain , Mr. Sitaram Saboo, and Mr. Sacnin Jain. The Committee met three times during the year.

Director's Responsibility Statement:

Pursuant to the provisions of Section, 217(2AA) of the Companies Act, 1956 your Directors confirm:

(a) that applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

(b) that the accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the company for the year ended on that date.

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(d) that the annual accounts have been prepared on a going concern basis.

Particulars under Section 217(2A) of the Companies Act, 1956 :

There were no employees who were in receipt of remuneration exceeding the ceiling limit prescribed under the Companies (Particulars of Employees) Rules, 1975 calling for furnishing their particulars.

Conservation of Energy, Technology, Absorption and Foreign Exchange Earning and outgo:

A. Conservation of Energy, Technology and Absorption :

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption is given in the Annexure forming part of the this report.

B. Foreign Exchange earnings and outgo :

The detail of Foreign exchange earning/outgo is given in annexure forming part of this report.

Auditors' Report

Observations made in the Auditors' Report read with relevant notes in Notes to Accounts, call for comments under Section 217(3) of the Companies Act, 1956 regarding not made provision for Long term Employee Benefits. Board is of the opinion that Company doesn't have high nos. of men power plus turnover is also very nominal compared to the size of the company hence company has practice to not to provide for long term employee benefits.

Auditors Report regarding Sales tax and Entry Tax matters: Company has filed an appeal in the Appellate Court on the Law point of double taxation and Court has granted an unconditional Stay Order without payment of any amount which itself shows that there will not be any liability on the Company.

Auditors:

M/s. Ramesh Kumar Malpani & Co. Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. They being eligible for reappointment, the Board recommends their reappointment.

Corporate Governance:

A report on the Corporate Governance Code along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this Report. Clause 49 has been revised recently and the same would be implemented as per Schedule in the current year.

Acknowledgement:

The Directors would like to thank all the clients of the Company for the unstinted support received from them during the year.

The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and On behalf of the Board of Directors

Place : Surat SITARAM SABOO Date : 16.08.2011 CHAIRMAN


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report together with the Audited Statements of Account of the Company for the year ended 31st March, 2010 and the Auditors report thereon

Financial Results:

(Rs. In Lakhs) Particulars 31.03.2010 31.03,2009

Sales & other income 10788.50 9729.68

Profits before depreciation, interest and Tax 642.52 587.82

Less: Depreciation 227.88 195.68

Interest 212.30 220.74

Profit before Tax 202.34 171.40

Less: Provision for tax 86.14 61.46

Profit after tax 116.19 109.94

Dividend:

The directors have recommended Final dividend of @ 9% on Equity shares of Rs. 10/- each for the year ended 31st March 2010.

Directors:

Mr. Bharat Merchant and Mr. Dharmesh Patel were appointed as Additional Directors during the year. They hold office upto the date of ensuing Annual General Meeting and are eligible for reappointment. The company has received notices under Section 257 of the Companies Act, 1956 proposing their appointment as director, subject to retirement by rotation.

In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of the Company, Mr. Sachinkumar Jain and Mr. Sitaram Saboo are directors liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his appointment.

Audit Committee:

The Audit Committee of the Board presently comprises of Ms. Ayushi Jain, Mr. Sitaram Saboo, and Mr. Sachin Jain. The Committee met three times during the year.

Directors Responsibility Statement:

Pursuant to the provisions of Section, 217(2AA) of the CompaniesAct, 1956 your Directors confirm:

(a) that applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

(b) that the accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31" March, 201O and of the profit of the company for the year ended on that date.

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(d) that the annual accounts have been prepared on a going concern basis.

Particulars under Section 217(2A) of the Companies Act, 1956:

There were no employees who were in receipt of remuneration exceeding the ceiling limit prescribed under the Companies (Particulars of Employees) Rules, 1975 calling for furnishing their particulars.

Conservation of Energy, Technology, Absorption and Foreign Exchange Earning and outgo:

A. Conservation of Energy, Technology and Absorption

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption is given in the Annexure forming part of the this report.

B. Foreign Exchange earnings and outgo:

The detail of Foreign exchange earning/outgo is given in annexure forming part of this report.

Auditors Report

Observations made in the Auditors Report read with relevant notes in Notes to Accounts, call for comments under Section 217(3) of the Companies Act, 1956 regarding not made provision for Long term Employee Benefits. Board is of the opinion that Company doesnt have high nos. of men power plus turnover is also very nominal compared to the size of the company hence company has practice to not to provide for long term employee benefits.

Auditors:

M/s. RKM & Co. Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. They being eligible for reappointment, the Board recommends their reappointment.

Corporate Governance:

A report on the Corporate Governance Code along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to this Report. Clause 49 has been revised recently and the same would be implemented as perSchedule in the current year.

Fixed Deposts:

The Company has not accepted any Fixed deposits undersection 58-A of the Companies Act, 1956.

Acknowledgement:

The Directors would like to thank all the clients of the Company for the unstinted support received from them during the year.

The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and On behalf of the Board of Directors

Place : Surat SITARAM SABOO

Date : 05.08.2010 CHAIRMAN

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