Directors Report of Mohite Industries Ltd.

Mar 31, 2018

Dear Shareholders,

The Director’s have pleasure in presenting the 27^th Annual Report of the Company along with the Audited Financial Statements and Auditor’s report for the year ended 31^st March, 2018.

1. FINANCIAL RESULTS :

( Rs. In Lakhs)

Particulars	Year Ended on 31.03.2018	Year Ended on 31.03.2017
Income from Operations a) Revenue from Business Operations	10319.48	9606.82
b) Other Income	6.03	12.25
Total Income from Operation	10325.51	9619.07
Profit Before Finance costs, Depreciation, Tax and Exceptional Items	1741.11	2055.28
Less : Finance Costs	905.33	1056.27
Profit before Depreciation, Tax and Exceptional Items	835.78	999.00
Less : Depreciation	719.03	717.72
Profit after depreciation and Finance Cost but before Tax & Exceptional Items	116.75	281.28
Less -Extraordinary/Exceptional Items	-	688.17
Profit /(Loss) after depreciation and Interest Exceptional Items but before Tax	116.75	(406.90)
Less - Current Tax	21.50	-
Less - Previous year adjustment of Tax	-	-
Less -Deferred Tax	(41.72)	(58.93)
Profit/ (Loss) for the period from continuing operations	136.97	(347.97)
Other Comprehensive Income Net of Tax	-	-
Total Comprehensive Income After Tax	136.97	(347.97)
Amount Transferred to General Reserve	-	-
Balance of Profit Brought Forward	6522.49	6870.46
Short Provision of Income Tax	-	-
Depreciation Reversal	-	-
Balance carried to Balance Sheet	6659.46	6522.49
Earning per share Before Extraordinary Items (Basic)/ (Diluted)	0.68	1.69
Earnings per Share After Extraordinary Items (Basic)/ (Diluted)	0.68	(1.73)

PERFORMANCE REVIEW-

During the Financial year under review the Company has achieved Revenue of Rs. 10325.50 Lakhs and that for previous year was Rs. 9619.07 Lakhs. The Company incurs net Profit (after tax) of Rs. 136.97 Lakhs during the year and that for previous year there was net loss (after tax) of Rs. 347.97 Lakhs.

The performance of the Company and state of affairs has been comprehensively covered in the Management Discussion and Analysis Report.

2. DIVIDEND

The Board of Directors do not recommend the payment of dividend for the financial year 2017-18.

3. TRANSFER TO RESERVES

There is no any amount transferred to any reserve during the year under consideration.

4. DIRECTORS & KMP

The Board of directors is duly constituted the detailed composition of which is given in Corporate Governance Report forming part of this report. In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Director Mrs. Monika S. Mohite (DIN 00425614), retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment and your Board recommends for her re-appointment.

The Board has reappointed Mr. Abhay S. Bhide (DIN:05307473) as Wholetime Director of the Company for next five years with effect from 01^st October, 2018 and recommended his reappointment for members approval in this Annual General Meeting.

Mr. Shreyas S. Alatkar, Chief finance officer of the Company resigned during the year.

The company is in process to fill the vacancy so caused because of his resignation. Besides above there are no any other changes in composition of the Board.

5. COMMITTEES OF THE BOARD

There are five Committees of the Board and there was no change in composition of any Committee during the year.

- Audit Committee

- Stakeholders’ Relationship Committee

- Nomination and Remuneration Committee

- Risk Management Committee

- Corporate Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the year are provided in the Report on Corporate Governance, a part of this Annual Report.

6. AUDIT COMMITTEE

The Company has duly constituted Audit Committee. The details as to composition and functioning of the committee are provided in the Report on Corporate Governance. All recommendations made by Audit committee are accepted by the Board during year under consideration.

7. MEETINGS OF THE BOARD

The Board met seven times during the year, the details of which are given in the Report on Corporate Governance. All meetings are duly convened. The Board meets at regular intervals to discuss and decide on Company’s business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors of the Company.

8. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) & (5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement :-

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

(b) the directors 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 the state of affairs of the company at the end of the financial year 2017-18 and of the profit and loss of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

9. ANNUAL PERFORMANCE EVALUATION

Pursuant to, the provisions of Section 134(3) and other applicable sections of the Companies Act, 2013 and rules made thereunder, provisions of Corporate Governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and other Committees of the Board of the Company.

The evaluation framework for assessing the performance is as follows -

The performance evaluation is carried out once in a year (generally in first or second quarters meeting) by method of internal assessment. Views of each member are considered on oral basis. The board after seeking inputs from all the directors, after making analysis of information gathered evaluate the performance of the Board as whole, of Committees thereof and of individual director. The Nomination and Remuneration Committee also contribute in this process of evaluation. It recommends/sets criteria for evaluation.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. The evaluation criteria for independent directors in details given in the Report on Corporate Governance.

The result of evaluation is disclosed in the Meeting of the Board and action plans if any are also discussed in same meeting.

10. PUBLIC DEPOSIT

During the year under review the Company has not accepted any deposit within the meaning of Section 73 and Section 76 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rule 2014.

11. EXTRACTOFANNUAL RETURN

Extract of Annual Return in Form MGT 9 is attached to this Report as Annexure I.

12. LISTING OF EQUITY SHARES

The Equity Shares of your Company are presently listed on Bombay Stock Exchange Limited, (BSE). The Company has duly paid the listing fees to Bombay Stock Exchange Limited for the Financial Year 2018-19.

13. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel (KMP), Senior Management and their remuneration.

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in the Report on Corporate Governance attached to this report.

14. RISK MANAGEMENT AND AREAS OF CONCERN

The Board has adopted the policies and procedures which provide guidance regarding the management of risk to support the achievement of corporate objectives, protect staff/workers and business assets and ensure financial sustainability.

The Board of Directors of the Company is to oversight and to review the risk management. Besides that Audit Committee, Risk Management Committee, Senior Management of the Company also play important role in this process. After identifying risks those are evaluated and plans are made for management thereof. Risk Management Committee reviews the implementation of plan in each meeting. There are no risks which in opinion of the Board threaten the existence of the company. From last few years the board majorly dealing with risk associated with sluggish market which affected the performance of company during concern periods. But the Board tries to overcome it by adopting various active measures like marketing, quality improvement, shifting some extent to fabric manufacturing along with yarn production etc.

15. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

The Company has duly constituted Corporate Social Responsibility (CSR) Committee. The Committee has framed the CSR Policy on Corporate Social Responsibility as per Schedule VII of the Companies Act, 2013 which is disclosed on website of the company under sub-heading Corporate Governance - heading Investor Relations. PARVATI MOHITE FOUNDATION, a Sec. 8 Company, has been incorporated as sole purpose vehicle to undertake CSR activities.

The board is in process to undertake CSR project. The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 are annexed herewith as Annexure II.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

There were no any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are entered during the year under consideration.

17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OFTHE REPORT

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

18. MATERIAL CHANGES AND COMMITMENT OCCURRED DURING THE YEAR UNDER REVIEW AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There was no other changes occurred during the year under consideration affecting financial position of the Company.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, the Company has not made any investments or given guarantee’s or provided security falling under the provisions of Section 186 of the Companies Act, 2013.

20. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by of the Auditors of the company or by Practicing Company Secretary in their respective Reports.

21. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their declarations to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

22. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section124, 125 of the Companies Act, 2013 there was no any pending unclaimed or unpaid Interim Dividend relating to any previous years due for remittance to Investor Education and Protection Fund (IEPF).

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Company’s operations in future.

24. WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy /Whistle blower Policy to provide mechanism for reporting genuine concerns or grievance. The details of the Vigil Mechanism Policy//Whistle blower Policy is explained in the Report on Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2017-18, no employee or director was denied access to the Audit Committee.

25. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from Shri. Dilip Pange, Practicing Company Secretary, Kolhapur is appended as Annexure III and forms part of this report.

M/s Dilip Pange & Associates, Practicing Company Secretaries, Kolhapur (proprietor Mr. Dilip Pange, Membership No.6423, CP No.2516) is reappointed as Secretarial Auditor of the company for year 2018-19.

26. INTERNAL AUDIT

M/s N.M. Pathan & Co, Chartered Accountants, Kolhapur (proprietor Mr. Neehal Pathan, Membership No130017) were appointed as Internal Auditors of the Company for F.Y. 2017-18 The Internal Auditors had given their reports on quarterly basis to the Audit Committee. Based on the report of internal audit, management undertakes corrective action in respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon were presented to the Audit Committee of the Board.

The Board has reappointed M/s. N. M. Pathan & Co, (Proprietor Mr. Neehal Pathan, Membership No.130017) Chartered Accountants, Kolhapur as its Internal Auditor for FY.2018-19.

27. INTERNAL FINANCIAL CONTROL

The Company has adequate internal control system and procedures commensurate with size and nature of operations. The company has policies and procedures to run the business efficiently. The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company and strives to maintain the Standard in Internal Financial Control. The Internal Audit Report are periodically reviewed by the management & Audit Committee and necessary improvements are undertaken.

28. CORPORATE GOVERNANCE

The Company has Pursuant to Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the following have been made a part of the Annual Report and are attached to this report :

- Management Discussion and Analysis Report

- Report on Corporate Governance

- Auditors’ Certificate regarding compliance of conditions of Corporate Governance

- Confirmation by CEO as to compliance of Code of Conduct

29. PARTICULARS OF EMPLOYEES REMUNERATION

There is no employee in the company which comes under provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 .Details of remuneration paid to all the directors / employees and details of the ratio of remuneration of each Director to the median employee’s remuneration is provided in Corporate Governance Report and Annexure-IV to this Report.

30. AUDITORS

M/s PRASHANT HIRAWDEKAR & ASSOCIATES, Chartered Accountants, Kolhapur proprietor HIRAWDEKAR PRASHANT SUBHASH (having membership number 133498) was appointed as statutory Auditors of the Company for five years i.e. up to conclusion of thirty first Annual General Meeting of the Company to be held in year 2022, subject to ratification in each succeeding Annual General Meeting . The Company has received eligibility cum consent letter from him expressing his willingness to be continued as Statutory Auditor. He is not disqualified from being appointed as Auditor. The Board and Audit Committee recommended the ratification of his appointment for remaining period of his term.

31. COST AUDITORS

As per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company has appointed Shri. S. V. Vhatte, Cost & Management Accountant, Solapur as Cost Auditors of the Company to conduct audit of cost records maintained by the Company for year 2018-19.

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

Pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for the year under review is given as “ Annexure V”.

33. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has system to comply with provisions under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed.

34. ACKNOWLEDGEMENT :

Your Directors wishes to thank the employees for their dedication and the excellence they have displayed in conducting the operations of the Company. Directors also place on record their sincere thanks to bankers, customers, suppliers, business associates, consultants, market intermediaries, various Government Authorities for their continued support extended to the Company during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed.

For and on behalf of Board of Directors,

MOHITE INDUSTRIES LTD

SHIVAJI MOHITE

Place - Vadgaon CHAIRMAN & MANAGING DIRECTOR

Date -14^th August, 2018 (DIN 00425441)

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Mar 31, 2016

Dear Shareholders,

The Director''s have pleasure in presenting the 25^th Annual Report of the Company along with the Audited Financial Statements and Auditor''s report for the year ended 31^st March, 2016.

1. FINANCIAL RESULTS

( Amount In Lacs)

For the year ended	For the year ended on 31st March 16	For the year ended on 31st March 15
For the year ended Net Sales /Income from
Business Operations	12838.00	20593.44
Other Income	307.35	23.58
Total Income	13145.35	20617.02
Profit Before Interest and Depreciation	2165.54	2131.48
Less Interest	844.07	727.70
Profit before Depreciation	1321.47	1403.78
Less Depreciation	793.94	683.65
Profit after depreciation and Interest	527.53	720.13
Less Current Income Tax	107.56	85.00
Less Previous year adjustment of Income Tax	-	-
Less Deferred Tax	(98.83)	(38.62)
Net Profit after Tax	518.80	673.75
Dividend (including Interim if any and final )	-	-
Net Profit after dividend and Tax	518.80	673.75
Amount Transferred to General Reserve	-	-
Balance of Profit Brought Forward	6588.22	5294.43
Balance carried to Balance Sheet	6840.46	6588.22
Earnings per share (Basic)	2.58	3.35
Earnings per Share(Diluted)	2.58	3.35

PERFORMANCE REVIEW

During the Financial year under review the Company has achieved Revenue of Rs.13145.35 Lakhs and that for previous year was Rs. 20617.00 Lakhs. While Company earns Net profit after tax of Rs. 518.80 Lakhs and that for previous year was 673.74 Lakhs.

The performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

2. DIVIDEND

With a view to plough back the Profits, Board of Directors do not recommend the payment of dividend for the financial year 2015-16.

3. TRANSFER TO RESERVES

There is no any amount transferred to any reserve during the year under consideration.

4. DIRECTORS & KMP

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Neehal Pathan, Non-Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends for his re-appointment.

Mr. Shankar Patil, Mr. Ranjeet Patil, Mr. Sangramsinh Nimbalkar & Mr. Vijay Nawandhar were reappointed as Independent Directors of a Company in last Annual General Meeting held on 28^th September 2015 for a period of Five years.

Mr. Abhay Bhide was reappointed as Whole-time Director w.e.f. 1^st October 2015 for three years. CS Ashvini Prataprao Kalekar was appointed as Whole-time Company Secretary w.e.f. 10^th April 2015. CA Shreyas Sanjay Alatkar, was appointed as Chief Finance Officer of the Company w.e.f. 14^th August 2015.

Term of Mr. Shivaji Mohite , Chairman and Managing Director of the Company is going to be completed in forthcoming Annual General Meeting and also term of Mrs. Monika Mohite, Jt. Managing Director of the Company is going to be completed in January 2017 hence it is proposed to reappoint Mr. Shivaji Mohite as Chairman and Managing Director and Mrs. Monika Mohite, as Joint Managing Director in forthcoming Annual General Meeting.

5. PUBLIC DEPOSIT

During the year under review the Company has not accepted any deposit within the meaning of Section 73 and Section 76 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rule 2014.

6. EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT 9 is attached to this Report as Annexure I

7. LISTING OF EQUITY SHARES

The Equity Shares of your Company are presently listed on Bombay Stock Exchange Limited, (BSE). The Company has duly paid the listing fees to Bombay Stock Exchange Limited for the Financial Year 2016-17.

8. MEETINGS OF THE BOARD

The Board met Six times during the year, the details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013and other applicable rules and regulations.

The Board meets at regular intervals to discuss and decide on Company''s business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors of the Company. The agenda of the Board / Committee meetings is circulated 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

9. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) & (5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:-

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

(b) the directors 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 the state of affairs of the company at the end of the financial year 2015-16 and of the profit and loss of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

10. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel (KMP), Senior Management and their remuneration.

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in the Report on Corporate Governance attached to this report.

11. RISKS AND AREAS OF CONCERN

The Company has Risk Management Policy and mechanism which take care as to identification of events which if occurs will adversely affect either / or value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates as "Risks" and assessment & mitigation thereof. A Risk Management Committee has been constituted to oversee the risk management process in the Company.

There are no risks which in opinion of the Board threaten the existence of the company.

12. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

Pursuant to the provisions of Section 135 read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has formed Corporate Social Responsibility (CSR) Committee. The Committee is in process of framing Policy on Corporate Social Responsibility as per Schedule VII of the Companies Act, 2013.

The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as Annexure II.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERREDTO IN SECTION 188(1) OFTHE COMPANIES ACT, 2013.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2 under Companies (Accounts) Rules, 2014 are appended as Annexure III.

14 MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE ANDTHE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

15. MATERIAL CHANGES AND COMMITMENT OCCURRED DURING THE YEAR UNDER REVIEW AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Owing to unfavorable environment in the textile industry, the company is not able to utilize the land admeasuring 1,20,475 Sq. Metre. situated at T-6, Kagal Hatnangle 5 Star MidC, Kagal, Kolhapur allotted to it by MIDC. In an effort to reduce the debt of the company and for its expansion plans, the Directors decided to monetize its non-income generating assets. Accordingly, the Directors have transferred to Kasturi Foundry Pvt. Ltd rights on the above mentioned land by passing Board Resolution dt.30.05.2015

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, the Company has not made any investments or given guarantee''s or provided security falling under the provisions of Section 186 of the Companies Act, 2013.

17. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by of the Auditors of the company or by Practicing Company Secretary in their respective reports.

18. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

19. TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013 unclaimed or unpaid Dividend of Rs.94,143/- ( Rs. Ninety Four Thousand One Hundred Forty Three Only) relating to the financial year 2010-11 is due for remittance on 14/11/2017 to the Investor Education and Protection Fund established by the Central Government.

20. ANNUAL PERFORMANCE EVALUATION BY THE BOARD

Pursuant to the provisions of Section 134 of the Companies Act, 2013 and provisions of Corporate Governance of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee , Nomination & Remuneration Committee and other Committees of the Company. The Board has devised questionnaire to evaluate the performances of each Director. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of Contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness and functioning of committee etc.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The manner in which the evaluation has been carried out has been explained in the Report on Corporate Governance.

21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Company''s operations in future.

22. AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company''s internal control and financial reporting process.

As on 31^st March, 2016, the Audit Committee comprised of Mr. Vijay M. Nawandhar, Mr. Sangramsinh S. Nimbalkar, Mr. Ranjeet D. Patil, Independent Directors and Mr. Neehal M. Pathan Director, of the Company.

Mr. Vijay M. Nawandhar is the Chairman of Audit Committee of the Company. Ms. Ashvini Kalekar, Company Secretary and Compliance Officer of the Company, acts as the Secretary of the Audit Committee.

23. WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy /Whistle blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism. The details of the Vigil Mechanism Policy//Whistle blower Policy is explained in the Report on Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2015-16, no employee or director was denied access to the Audit Committee.

24. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from Shri. Dilip Pange, Practicing Company Secretary, Kolhapur is appended as Annexure IV and forms part of this report.

25. INTERNAL AUDIT

The Company appointed M/s. Kunte & Chougale, Chartered Accountant, Kolhapur as its Internal Auditor for FY.2015-16.The Internal Auditors had given their reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

For year 2016-17 M/s R.T. Chaugule & Co, Chartered Accountant, Kolhapur has been appointed as internal auditor .

26. INTERNAL FINANCIAL CONTROL

The Company has adequate internal control system and procedures commensurate with size and nature of operations. The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control. The Internal Audit Report are periodically reviewed by the management & Audit Committee and necessary improvements are undertaken.

27. CORPORATE GOVERNANCE

Pursuant to Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the following have been made a part of the Annual Report and are attached to this report:

- Related Party Disclosure

- Management Discussion and Analysis Report

- Report on Corporate Governance

- Auditors'' Certificate regarding compliance of conditions of Corporate Governance

28. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee. There are currently five Committees of the Board, as follows:

- Audit Committee

- Stakeholders'' Relationship Committee

- Nomination and Remuneration Committee

- Risk Management Committee

- Corporate Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of this Annual Report.

29. PARTICULARS OF EMPLOYEES REMUNERATION

There is no employee in the company which comes under provisions of Rule 5(2) of the Companies ( Appointment and Remuneration of Managerial Personnel )Rules,2014 .Details of remuneration paid to all the directors / employees and details of the ratio of remuneration of each Director to the median employee''s remuneration is provided in Corporate Governance Report and Annexure-V to this Report.

30. AUDITORS

Moreshwar G. Deshpande, Chartered Accountant, Sangli, the Statutory Auditor of your Company hold office as such up to the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from him to the effect that he is willing to continue as Statutory Auditor and if re-appointed, his re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and he is not disqualified from being appointed as Auditor.

Your Directors recommend the re-appointment of Moreshwar G. Deshpande, Chartered Accountant, Sangli, as Statutory Auditor of the Company to hold office from the conclusion of the ensuing Annual General Meeting up to the conclusion of next Annual General Meeting of the Company and to audit financial statements for the financial year 2016-17.

31. COST AUDITORS

As per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company has appointed Shri. S. V. Vhatte, Cost & Management

UUP

Accountant, Solapur as Cost Auditors of the Company to conduct audit of cost records maintained by the Company.

32. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has system to comply with provisions under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed.

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

Pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for the year under review is given as" Annexure VI"

34. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, customers, suppliers, business associates, consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees at all levels during the year under report.

On behalf of the Board

MOHITE INDUSTRIES LIMITED

Date : 13^th August, 2016 SHIVAJI M°HITE

Chairman & Managing Director

place : Vadgaon DIN 00425441

---

Mar 31, 2014

Dear Shareholders,

The Director''s have pleasure in presenting the 23rd Annual Report of the Company along with the Audited Financial Statements andAuditor''s report forthe year ended 31st March, 2014.

1. Financial Results:

The salient features of the performance of the year are as follows: - (Rsin Lacs) Forthe year Forthe year ended ended For the Year ended 31st March 14 31st March 13

Gross Turnover 20426.11 13923.96

Profit Before Taxation 700.14 429.54

Provision for Taxation 30.85 30.34

Net ProfitAfter Taxation 669.29 399.20

Balance of Profit Brought Forward 4625.14 4225.94

Profit available for appropriations 5294.43 4625.14

Appropriations:

Dividend (Inclusive of Dividend Tax) - -

Transfer to Capital Redemption Reserve - -

Profit Carried to Balance Sheet 5294.43 4625.14

The performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

2. Dividend

With a view to plough back the Profits, Board of Directors do not recommend the payment of dividend forthe financial year 2013-14.

3. Report on Corporate Governance and Management Discussion & Analysis

The Company has complied with clause 49 of the Listing Agreement pursuant to SEBI guidelines, accordingly, report on Corporate Governance and Management Discussion & Analysis are enclosed and form part of this Report.

5. Insurance

Adequate insurance cover has been taken for the properties of the Company including building, plant & machineries and stock.

6. Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Neehal M. Pathan, Non-Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

In terms of provisions of Section 149 and 152 of the Companies Act, 2013 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of five consecutive years and shall not be liable to retire by rotation.

To comply with the above provisions, it is proposed to appoint Mr. Shankar H. Patil, Mr. Ranjit D. Patil, Mr. Sangramsinh S. Nimbalkar & Mr. Vijay M. Nawandhar as Independent Directors of the Company for a period up to 31st March, 2016, who shall not be liable to retire by rotation. Your Board recommends their appointment.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchange.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of the ListingAgreement with BSE Limited are given in the Notice convening 23rdAnnual General Meeting.

During the period Mr. Dhiraj S. Patil & Mr. Sanjay D. Patil are resigned from their post of Director and Mr. Vijay M. Nawandhar & Mr. Shankar H. Patil were appointed as Independent Directors of the Company.

7. Directors Responsibility Statement:

On the basis ofcompliance certificate received from the concerned officials ofthe Company and subject to disclosure in the Annual Audited Accounts & on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state:

i) that in the preparation of the annual audited accounts, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same.

ii) that the Directors have selected appropriate 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 as at March 31st, 2014 and of the profit of the Company for the year ended on that date.

iii) that the Directors have taken proper and sufficient care to ensure 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, and

iv) that the Directors have prepared the annual accounts on a going concern basis.

8. Auditors

Moreshwar G. Deshpande, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting of the company and being eligible, offer themselves for re-appointment. The Auditors have confirmed that, they satisfy the criteria provided under Section 141 of the Companies act, 2013 (''the Act'') and their re-appointment, if made, would be in compliance with the conditions prescribed under the Act.

9. CostAuditors

As perthe Section 233B ofthe CompaniesAct, 1956 an impending directions being issued by the Central Government under section 148(1) of the Companies Act 2013, subject to the approval of the Central Government, the Audit Committee has recommended and your directors have appointed Shri. S. V. Vhatte, Cost Accountant, Solapur being eligible and having sought re-appointment, as Cost Auditor of the Company, to conduct cost audit of the products manufactured by the Company.

10. Conservation ofEnergy, TechnologyAbsorption, Foreign Earnings and Outgo

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed and markedAnnexure ''A'' and forms part ofthis Report.

11. Cash FlowAnalysis

In conformity with the provisions of clause 32 of the Listing Agreementthe Cash Flow Statement for the year ended 31stMarch, 2014 is annexed hereto.

12. ListingofEquityShares

The Equity Shares of your Company are presently listed on Bombay Stock Exchange Limited, (BSE). The Company has duly paid the listing fees to Bombay Stock Exchange Limited for the financial year 2014-2015.

13. DepositorySystem

As the members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositors, i.e. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialization ofthe Company shares on either ofthe Depositories as aforesaid.

14. ParticularsofEmployees:

The statement of particulars of employees required under Section 217(2A) ofthe Companies Act, 1956 reads with the Companies (Particulars of Employees) Rules 1975. As no any employee is receiving salary more than limits prescribed under this section, separate statement is not attached.

15. Appreciation

Your directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry despite increased competition from several existing and new players.

16. Acknowledgments

The Board desires to place on record its appreciation for the support and co-operation that the Company received from all the customers, investors, marketing agents, clearing and forwarding agents, financial institutions, banker''s, insurance companies, consultants, advisors and shareholders for their continued support. The company has always looked upon them as partners in its progress and has happily shared with them rewards of growth.

Your Directors are grateful to Government of India, Ministry of Commerce, Ministry of Textiles, Port Authorities and various authorities of Central and State Government for their co-operation and support. Your Directors look forward for their continued support. For and on behalf of Board of Directors,

Vadgaon : 416 112 SHIVAJI MOHITE CHAIRMAN & MANAGING DIRECTOR Date : 14 AUgUst, 2014 DIN: 00425-441

---

Mar 31, 2013

Dear Shareholders,

The Directors'' have pleasure in presenting the 22nd Annual Report of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2013.

1. Financial Results

The salient features of the performance of the year are as follows: -

( Rs. in Lacs)

For the year For the year

For the year ended ended on ended on 31st March 13 31st March 12

Gross Turnover 13923.96 8557.71

Profit Before Taxation 429.54 453.56

Provision for Taxation 30.34 43.88

Net Profit After Taxation 399.20 409.68

Balance of Profit Brought Forward 4225.93 3816.26

Profit available for appropriations 4625.13 4225.93

Appropriations :

Dividend ( Inclusive of Dividend Tax ) - -

Transfer to Capital Redemption Reserve - -

Profit Carried to Balance Sheet 4625.13 4225.93

The performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

2. Dividend

With a view to plough back the Profits, Board of Directors do not recommend the payment of dividend for the financial year 2012-13.

3. Report on Corporate Governance and Management Discussion & Analysis

The Company has complied with clause 49 of the Listing Agreement pursuant to SEBI guidelines, accordingly, report on Corporate Governance and Management Discussion & Analysis are enclosed and form part of this Report.

5. Insurance

Adequate insurance cover has been taken for the properties of the Company including building, plant & machineries and stock.

6. Directors

In accordance with the provisions of the Companies Act 1956, & Articles of Association of the Company Mr. Neehal M. Pathan and Mr. Ranjeet D. Patil retire by rotation and are eligible for re-appointment.

During the year Mr. Abhay S. Bhide and Mr. Sangramsinh S. Nimbalkar are appointed as Directors of the Company on 29th September, 2012.

7. Auditors

Moreshwar G. Deshpande, the Statutory Auditors of the company, will retire at the ensuing Annual General Meeting of the company and being eligible, offer themselves for re-appointment.

8. Cost Auditors

The Central Government had directed an audit of the cost accounts maintained by the Company. For conducting the cost audit for the financial year ended on March 31, 2014, the Central Government has approved the appointment of Shri. S. V. Vhatte, Cost Accountant, Solapur.

9. Directors Responsibility Statement

On the basis of compliance certificate received from the concerned officials of the Company and subject to disclosure in the Annual Accounts & on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any ;

ii) that the Directors have selected appropriate 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 as at March 31, 2013 and of the profit of the Company for the year ended on that date.

iii) that the Directors have taken proper and sufficient care to ensure 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, if any.

iv) that the Directors have prepared the annual accounts on a going concern basis.

10. Conservation of Energy, Technology Absorption, Foreign Earnings and Outgo

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed and marked Annexure ‘A’ and forms part of this Report.

11. Cash Flow Analysis

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31st March, 2013 is annexed hereto.

12. Listing of Equity Shares

The Equity Shares of Your Company are presently listed on Bombay Stock Exchange Limited, (BSE). The Company has duly paid the listing fees to Bombay Stock Exchange Limited for the financial year 2013- 2014.

13. Depository System

As the members are aware, your Company’s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositors, i.e. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company shares on either of the Depositories as aforesaid.

14. Particulars of Employees

The statement of particulars of employees required under Section 217(2A) of the Companies Act, 1956 reads with the Companies (Particulars of Employees) Rules 1975. As no any employee is receiving salary more than limits prescribed under this section, separate statement is not attached.

15. Appreciation

Your directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry despite increased competition from several existing and new players.

16. Acknowledgments

The Board desires to place on record its appreciation for the support and co-operation that the Company received from all the customers, investors, marketing agents, clearing and forwarding agents, financial institutions, banker’s, insurance companies, consultants, advisors and shareholders for their continued support. The company has always looked upon them as partners in its progress and has happily shared with them rewards of growth.

Your Directors are grateful to Government of India, Ministry of Commerce, Ministry of Textiles, Port Authorities and various authorities from Central and State Government for their co-operation and support. Your Directors look forward for their continued support.



on behalf of the Board

Vadgaon - 416 112

SHIVAJI MOHITE

Date : 14th August, 2013 CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2012

The Directors have pleasure in presenting the 21st Annual Report of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2012.

1. Financial Results :

The financial results for the year are as under:- in Lacs

PARTICULARS 2011-12 2010-11

Turnover 8557.71 13616.40

Profit Before Depreciation, Finance Cost & Tax 2893.32 2496.72

Less : Finance Cost 1507.50 931.24

Profit before Depreciation & Tax 1385.81 1565.48

Less : Depreciation 932.26 642.49

Profit after depreciation but before exceptional items 453.55 922.99

a) Exceptional Items - Expenses -- 458.57

b) Deferred Tax Asset - Income 33.12 53.98 Profit after exceptional items but before Tax 486.67 518.41 Less : Provision for tax :

a) Current 77.00 90.00

b) Deferred (Net of adjustment) -- -- Profit after Tax (PAT) 409.67 428.41 Balance brought forward from Previous Year 2385.73 2191.71

Profit available for distribution 2795.40 2620.11

Earnings per share (Rupees) - Basic 2.04 2.13

Dividend - % -- 5%

The performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

2. Dividend

With a view to plough back the Profits, Board of Directors do not recommend the payment of dividend for the financial year 2011-12.

3. Expansion & Modernization Forward integration

Ambai Hydro Power Project of 3.50 MW at Kalammawadi (Dist-Kolhapur)

Your company has started setting up of Hydro Power Project of 3.50 MW capacity at Kalammawadi, Tal. Radhangari, Dist Kolhapur (Maharashtra).

4. Report on Corporate Governance and Management Discussion & Analysis

The Company has complied with clause 49 of the Listing Agreement pursuant to SEBI guidelines, Accordingly, report on Corporate Governance and Management Discussion & Analysis are enclosed and forms part of this Report.

5. Insurance

Adequate insurance cover has been taken for the properties of the Company including building, plant & machineries and stock.

6. Directors

In accordance with the provisions of the Companies Act 1956, and Articles of Association of the Company Mr. Sanjay Dnyandeo Patil and Mr. Dhiraj Shivajirao Patil retires by rotation and are eligible for re-appointment.

During the year Mr. Vijay Madanlal Navandhar and Mr. Rajendra Prabhakar Kinkar , Directors of the Company opted to resign from the Board of Directors. Board of Directors in its meeting held on 26th Nov. 2011, approved their resignation.

During the year Mr. Neehal Mahamulal Pathan and Mr. Ranjeet Dinkarrao Patil are appointed as additional Directors of the Company on 22nd June, 2012. Notice have been received from shareholders proposing the candidature of Mr. Mr.Neehal Mahamulal Pathan and Mr.Ranjeet Dinkarrao Patil.

7. Auditors

Moreshwar G.Deshpande, the Statutory Auditors of the company, will retire at the ensuing Annual General Meeting of the company and being eligible, offer themselves for re-appointment.

8. Cost Auditors

The Central Government had directed an audit of the cost accounts maintained by the Company. For conducting the cost audit for the financial year ended on March 31,2013, the Central Government has approved the appointment of Shri. S.V.Vhatte, Cost Accountant, Solapur.

9. Directors Responsibility Statement:

On the basis of compliance certificate received from the concerned officials of the Company and subject to disclosure in the Annual Accounts & on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state :

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any ;

ii) that the Directors have selected appropriate 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 as at March 31 , 2012 and of the profit of the Company for the year ended on that date.

iii) that the Directors have taken proper and sufficient care to ensure 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, if any.

iv) that the Directors have prepared the annual accounts on a going concern basis.

10. Conservation of Energy, Technology Absorption, Foreign Earnings and Outgo

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed and marked Annexure 'A' and forms part of this Report.

11. Cash Flow Analysis

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31st March, 2012 is annexed hereto.

12. Listing of Equity Shares

The Equity Shares of the Company are presently listed on Bombay Stock Exchange Limited, (BSE). The Company has duly paid the listing fees to Bombay Stock Exchange Limited for the financial year 2012-2013.

13. Depository System

As the members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositors, i.e. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company shares on either of the Depositories as aforesaid.

14. Particulars of Employees:

The statement of particulars of employees required under Section 217(2A) of the Companies Act, 1956 reads with the Companies (Particulars of Employees) Rules 1975. As no any employees is receiving salary more than limits prescribed under this section, separate statement is not attached.

15. Appreciation

Your directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry despite increased competition from several existing and new players.

16. Acknowledgments

The Board desires to place on record its appreciation for the support and co-operation that the Company received from all the customers, investors, marketing agents, clearing and forwarding agents, financial institutions, banker's, insurance companies, consultants, advisors and shareholders for their continued support. The company has always looked upon them as partners in its progress and has happily shared with them rewards of growth.

Your Directors are grateful to Government of India, Ministry of Commerce, Ministry of Textiles, Port Authorities and various authorities from Central and State Government for their co-operation and support. Your Directors look forward for their continued support.

On behalf of the Board

Vadgaon : 416 112 SHIVAJI MOHITE

Date : 14th August, 2012 CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2010

The Directors have pleasure in presenting their 19 Annual Report of the Company along with the audited statements of Accounts for the year ended 31st March, 2010. The summarized financial results are given below.

1. FINANCIAL RESULTS:

The Financial results for the year are as under:-

(Rs.in Lacs>

Particulars 2009-10 2008-09

i) Turnover 10630.38 10,661.88

ii) Profit Before Depreciation, Interest, Tax (PBIDT) 2180.60 1574.66

iii) Interest and Financial Expense 1019.24 767.04

iv) Profit before Depreciation & Tax (PBDT) 1161.36 807.42

v) Depreciation 608.26 600.73

vi) Profit before tax (PBT) 553.10 206.69

vii) Provision for tax

a) Current 80.00 25.00

b) F.B.T. - 2.50

c) Deferred (Net of adjustment) 68.59 4.48

viii) Profit after Tax (PAT) 404.51 174.71

ix) Balance in P & L A/c 1787.20 1612.49

x) Profit available for distribution 2191.71 1787.20

xi) Earning per share (Rupees) - Basic 2.01 0.87

xii) Dividend - % Nil Nil

The performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

2. DIVIDEND

With a view to plough back the Profits, Board of Directors do not recommend the payments of dividends for the financial year 2009-10.

3. DEFERRED TAX

The total Net Deferred Tax Liability for the year ended 31 st March, 2010 amounted to Rs. 68.59 Lacs.

4. EXPORTS

The total Merchant Exports, during F. Y. 2009-10, of the Company amounted to Rs. 1200.66 Lacs which represents about 11.29 % of the net sales.

5. EXPANSION & MODERNIZATION

Forward integration

Hydro Electricity Project of 10 MW at Radhanagari (Dist-Kolhapur)

Your company has started setting up of Hydro Elec. Project of 10 MW capacity at Radhanagari (Maharashtra). This project is awarded by Govt, of Maharashtra on BOT basis for 30 years period. Civil work & installation of machinery is almost completed and inspection by the supplier is going on and is likely to be fully completed by end of August -10. Trial runs are expected to be commenced during September - 2010.

6. SUBSIDIARY COMPANIES

As on the date Company do not have any subsidiary Company.

7. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Clause 49 of the Listing Agreement of the Stock Exchanges, Management Discussion Analysis Report is annexed herewith, forming part of this Report.

8. CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated in Clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

9. ENVIRONMENT AND POLLUTION CONTROL

Your Company strives hard to maintain the highest standards of environmental care and ensures that increasing levels of operation do not adversely impact the standards of health and environment. Top priority continues to be given to preservation of the environment by the Company. To combat pollution and strengthen the area ecology, considerable emphasis is given to plantation of fragrant and shady trees. Manufacturing facilities possess the required environmental clearance from Maharashtra Pollution Control Board.

10. INSURANCE

Adequate insurance cover has been taken for the properties of the Company including buildings, plant and machineries and stocks.

11. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Mr. Ramchandra M. Mohite and Mr.Vijay Madanlal Navandhar retire by rotation and are eligible for re- appointment.

During the year Mr. Abhay M. Doshi and Mr. Ramesh N. Mehta, opted to resign from the Board of Directors. Board of Directors in its meeting held on 15 April, 2009, approved their resignation.

Mr. Arunkumar M. Goenka Director of the Company, opted to resign from the Board of Directors. Board of Directors approved his resignation in its meeting held on 16 December, 2009.

During the year Mr. Rajendra Prabhakar Kinkar and Mr. Dhiraj Shivajirao Patil were appointed as Additional Directors of the Company. Notice have been received from shareholder proposing the condidature of Mr. Rajendra Prabhakar Kinkar and Mr. Dhiraj Shivajirao Patil as Director of the Company

12. AUDITORS

The retiring Auditors, Moreshwar G. Deshpande, Chartered Accountants, Sangli, are eligible for re- appointment and have indicated their willingness to accept reappointment. In terms of Section 224A of the Companies Act, 1956 their appointment needs to be confirmed and their remuneration has to be fixed.

13. AUDITORS REPORT

The Auditors Report to the shareholders does not contain any reservation, qualification or adverse remarks.

14. COST AUDITORS

The Central Government had directed an audit of the cost accounts maintained by the Company. For conducting the cost audit for the financial year ended on March 31,2010, the Central Government has approved the appointment of Shri. S. V. Vhatte, Cost Accountant, Solapur.

15. DIRECTORS RESPONSIBILITY STATEMENT

On the basis of compliance certificate received from the concerned officials of the Company and subject to disclosure in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, we state:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

ii) That the Directors have selected appropriate 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 as at March 31,2010 and of the profit of the Company for the year ended on that date.

iii) That the Directors have taken proper and sufficient care to ensure 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, if any.

iv) That the Directors have prepared the annual accounts on a going concern basis.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed and marked Annexure A and forms a part of this Report.

17. CASH FLOW ANALYSIS

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31 * March, 2010 is annexed hereto.

18. LISTING OF EQUITY SHARES

The Equity Shares of Your Company are presently listed on Bombay Stock Exchange Limited, (BSE). The Company has duly paid the listing fees to Bombay Stock Exchange Limited for the financial year 2010- 2011.

19. DEPOSITORY SYSTEM

As the members are aware, your Companys shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositors, i.e. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company shares on either of the Depositories as aforesaid.

20. PARTICULARS OF EMPLOYEES

The statement of particulars of employees required under Section 217(2A) of the Companies Act, 1956 reads with the Companies (Particulars of Employees) Rules 1975, is annexed herto.

21. APPRECIATION

Your directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry despite increased competition from several existing and new players.

22. ACKNOWLEDGMENTS

The Board desires to place on record its appreciation for the support and co-operation that the Company received from all the customers, investors, marketing agents, clearing and forwarding agents, financial institutions, bankers, insurance companies, consultants, advisors and shareholders for their continued support. The company has always looked upon them as partners in its progress and has happily shared with them rewards of growth.

Your Directors are grateful to Government of India, Ministry of Commerce, Ministry of Textiles, Port Authorities and various authorities from Central and State Government for their co-operation and support. Your Directors look forward for their continued support.

For and on behalf of Board of Directors,

Vadgaon - 416 112 RAMCHANDRA MOHITE

Date : 17th August, 2010 CHAIRMAN