mohite industries ltd Directors report

Dear Shareholders,

Your Directors have pleasure in presenting the 32" Annual Report of the Company along with the Audited Financial Statements and Auditors Report for the year ended 31" March, 2023. The PDF version of the Report is also available on the Companys website. (www.mohite.com/ Investors Relations/Financial/Annual Reports)

1. FINANCIALPERFORMANCE:

( % in Lakhs)

	Standalone		Consolidated
Particulars	Current Year 2023	Previous Year 2022	Current Year 2023	Previous Year 2022
Income From Operations
A) Revenue From Business Operations	7061.41	13,293.68	8441.83	15,486.87
B) Other Income	224.81	574.94	240.04	595.85
Total Income From Operation	7286.23	13,868.62	8681.88	16,082.72
Profit Before Finance Costs, Depreciation & Tax	1893.51	1,691.96	2482.63	2,152.19
Less : Finance Costs	890.74	828.01	1011.78	952.15
Profit Before Depreciation & Tax	1002.77	863.95	1470.85	1,200.04
Less : Depreciation	648.59	475.09	740.81	691.22
Profit Before Tax	354.18	388.86	730.04	508.82
Less - Current Tax	35.00	51.00	35.00	51.00
Less - Previous Year Adjustment Of Tax	-	-	-	-
Less - Deferred Tax	2591	(27.13)	25.91	(27.13)
Profit/ (loss) For The Period From Continuing Operations	293.28	364.99	669.13	667.35
Other Comprehensive Income Net Of Tax		-	-	-
Total Comprehensive Income After Tax	293.28	364.99	669.13	667.35
Amount Transferred To General Reserve		-		-
Balance Of Profit Brought Forward
Short Provision Of Income Tax
Depreciation Reversal		-		-
Balance Carried To Balance Sheet	8296.12	8,002.84	8921.7	8,432.35
Earnings Per Share (basic)/ (diluted)	1.46	1.82	3.33	3.32

PERFORMANCE REVIEW- STANDALONE RESULTS -

During the financial year under review your company has achieved standalone revenue of \ 7061.41 lakhs and that for Previous Year was \ 13203.68 lakhs. The net profit (After tax) of \ 293.28 lakhs during the year and that for previous year there was net profit {After Tax) of \ 364.99 lakhs. CONSOLIDATED RESULTS: During the Financial Year under review your company has achieved consolidated revenue of I 8441.83 lakhs and that for previous year was I 15486.87 lakhs. The net profit (After Tax) of \ 669.13 lakhs during the year and that for previous year there was net profit (after tax) of \ 667.35 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 does not recommend the payment of dividend for the Financial Year 2022-23.

3. TRANSFER TO RESERVES

During the year under consideration, the company has not transferred any amount to any reserves.

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Managements discussion and analysis report for the year under review, as stipulated under the Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of the annual report.

5. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

As per the provisions of Companies (Amendment) Act 2017, the company does not incur any corporate social responsibility liability for FY 2022-23 and also for the current FY 2023-24, as it doesnt fulfill the criteria applicable. However, a Corporate Social Responsibility (CSR) committee as per the provisions of the act was duly constituted under the old criteria which were applicable in the previous years; the company continues with the same CSR committee. The committee has framed the CSR policy on corporate social responsibility as per Schedule VII Of The Companies Act, 2013 which is available on the website of the company (www.mohite.com/investorsrelations/corporategovernance). A Section 8 Company, Parvati Mohite Foundation, has been incorporated as a sole purpose vehicle (SPV) to undertake CSR activities. The company had contributed 10.00 lakhs towards "TATA MEMORIAL CENTER in FY 2019-2020 through this SPV. The company is looking forward to undertake potential and feasible CSR activities in near future as a part of its CSR initiatives. The annual report on CSR activities and expenditure, as required under sections 134 and 135 of the companies act, 2013 read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the companies (accounts) rules, 2014, is provided as Annexure [ to this report.

6. CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and the Listing Regulations. A separate section on Corporate Governance, along with a Certificate from the Statutory Auditors confirming compliance and also a Confirmation from the CEO is annexed and forms part of the Annual Report.

7. RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Even though it is not mandatory, the Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in approving the Companys Risk Management Framework and overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

8. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and to this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 and the Rules thereunder. All employees are covered under the said Policy. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment. During the financial year under review, the ICC received no complaint in regards to the same. No cases of child labour, forced labour, involuntary labour and discriminatory employment were reported during the period. The Company is committed to providing a safe and conducive work environment to all its employees and associates.

9. WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at (www.mohite.com/InvestorsRelations/ Corporate Governance). 10. DIRECTORS & KEY MANAGERIAL PERSONNEL

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 Mr. Shivaji Ramchandra Mohite (DIN: 00425441), retire by rotation at the ensuing Annual General Meeting and being eligible offered himself for re- appointment and your Board recommends for his re-appointment. As per Section 203 of the Companies Act 2013, read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Parashram Ramchandra Adav, Member of ICSI having Membership No. ACS 28223 was appointed as Company Secretary of the Company with effect from 25 May, 2023 to fill the casual vacancy caused by resignation of Mr. Manmay Kiran Kalyankar, previous Company Secretary on 31% December 2022. Besides above there are no any other changes in composition of the Board or the Key Managerial Personnel. 11. REMUNERATION POLICY

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted a terms of reference which, interalia, deals with the criteria for identification of members of the Board of Directors and selection/appointment of the Key Managerial Personnel/Senior Management Personnel of the Company. The NRC recommends appointment or re-appointment of Director/Managing Director based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and rules framed thereunder and Listing Regulations. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on Boards balance of professional experience, background, viewpoints, skills and areas of expertise. ?

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has also adopted the Remuneration Policy for the Directors, Key Managerial personnel and Senior Managerial personnel. The guiding principles of the Remuneration Policy are stated in the Report on Corporate Governance, which forms part of the Annual Report. The Remuneration Policy has been posted on the website of the Company at (www.mohite.com/InvestorsRelations/ Corporate Governance). 12. INDEPENDENT DIRECTORS

The Independent Directors have submitted the Declaration of Independence, stating that they continue to fulfill the criteria of independence as required pursuant to Section 149 of the Companies Act, 2013 and Regulations 16 of the Listing Regulations. This section requires companies to have at least one-third of the total number of Directors as Independent Director and the Company complies with this requirement. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Profile of the Independent Directors forms part of the Corporate Governance Report. 13. BOARD ANNUAL EVALUATION

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for Performance Evaluation Process of the Board, its Committees and Directors. The Boards functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. The Committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee Composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board / Committee Meetings and guidance / support to the Management outside Board / Committee Meetings. The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors who were being evaluated. 14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013 the Board hereby submit its Responsibility Statement: {a) in the preparation of the annual accounts for EY. 2022-23, 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 judgements 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 EY. 2022-23 and of the Statement of Profit and Loss and Cash Flow of the Company for that period; {c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the Directors have been 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 were operating effectively. (fi the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 15. MEETINGS OF THE BOARD

The Board met 5 times during the year .i.e. 30.05.2022, 09.07.2022, 30.08.2022, 11.11.2022, 13.02.2023, The particulars of the meetings held and attended by each Director during the Financial Year 2022-23 are given in the Corporate Governance Report which forms part of this Annual Report. 16. COMMITTEES OF THE BOARD

There are Five Committees of the Board. Those are as follows: I) Audit Committee II) Stakeholders Relationship Committee II) Nomination and Remuneration Committee IV) Risk Management Committee V) Corporate Social Responsibility Committee

The Composition of Committees and changes therein during the year, along with their Charters, Composition and Meetings held during the year are provided in the Report on Corporate Governance, forming part of this Annual Report. 17. 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.

18. ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website same is available at http://www.mohite.com 19. 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) Rules, 2014. 20. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31" March, 2023 was 3 20.0997 Crore comprising of 2,00,99,700 Equity Shares of \ 10/- each. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. The Equity Shares of your Company are presently listed on BSE Ltd. only. The Company has duly paid the Annual Listing Fees to BSE Ltd. for the Financial Year 2022-23. 21. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the financial year under review were generally on arms length basis and in the ordinary course of business. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is given in Annexure II, which is attached hereto and forms a part of the Directors Report. There are no material significant related parties transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. All related party transactions are placed before the meeting(s) of Audit Committee for its approval. The statement giving details of all related party transactions to be entered into together with relevant documents/information are placed before the Audit Committee for approval and also already entered transactions are placed for review and updating on quarterly basis. The Companys Policy on materiality of Related Party Transactions and dealing with Related Party Transactions, as approved by the Board of Directors, is uploaded on the Companys website and can be accessed at weblink: (www.mohite.com/InvestorsRelations/CorporateGovernance) 22. MATERIAL CHANGES AND COMMITMENTS

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 till the date of this Report. Also, there was no changes occurred during the year under consideration affecting financial position of the Company. 23. LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees and Investments in pursuance to Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statements read together with Notes annexed to and forming an integral part of the Financial Statements. 24. UNCLAIMED DIVIDEND

In terms of Section 124 & 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). 25. 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 the remuneration paid to all the Directors / Employees and details of the ratio of remuneration of each Director to the median employees remuneration is provided in Corporate Governance Report and Annexure IV & V to this Report. Remuneration from Subsidiary During year under consideration, Mr. Shivaji Mohite, Managing Director and Mrs. Monika Mohite, Joint Managing Director of the Subsidiary Company i.e. M/s. Solitaire Construction Private Limited, are receiving remuneration of \ 3,00,000/- p.m. and 2,00,000/- p.m. respectively from the Subsidiary. 26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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 Companys operations in future. But during the year under consideration, BSE Ltd imposed penalty for delay in compliance of the provisions of SEBI (LODR) Regulation 2015, penalty details are given in point no 32 to this Report. 27. STATUTORY AUDITOR

M/s Mr. Shakirali S. Bojagar & Co, Chartered Accountants, Kolhapur proprietor SHAKIRALI S. BOJAGAR (having membership number 164250) was appointed as statutory Auditors of the Company for five years i.e. up to conclusion of Thirty Sixth Annual General Meeting of the Company to be held in year 2027, subject to ratification in each succeeding Annual General Meeting . However, after the amendment in Section 139 of the Act, effective 7? May, 2018, ratification by members every year for the appointment of the Statutory Auditors is no longer required. 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.

28. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Dilip Pange & Associates, Practicing Company Secretary, Kolhapur (Proprietor - Mr. Dilip Pange, Membership No. 6423, CP No.2516) Kolhapur is appended as Annexure III and forms part of this Report, Mr. Dilip Pange is re-appointed as the Secretarial Auditor of the Company for year 2023-24. 29. INTERNAL AUDITOR

M/s N. M. Pathan & Co, Chartered Accountants, Kolhapur (Proprietor - Mr. Neehal Pathan, Membership No. 130017) is appointed as Internal Auditor of the Company for EY. 2023-24. The Internal Auditors of the company conducts financial, operational and management audit of various functions and areas. Their reports are placed before the Audit Committee and appropriate actions as deemed fit are initiated based on the reports. The Board has reappointed M/s. N. M. Pathan & Co, (Proprietor - Mr. Neehal Pathan, Membership No. 130017) Chartered Accountants, Kolhapur as its Internal Auditor for EY. 2023-24. 30. COST AUDITOR AND COST RECORDS

As per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company appointed Mr. Sudhakar. V. Vhatte, Cost & Management Accountant, Solapur (Membership No. 7501) as the Cost Auditor of the Company to conduct audit of cost records maintained by the Company for year 2023-24 at a remuneration of \ 60,000/- (Rupees Sixty Thousand Only) plus taxes and out of pocket expenses. A resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for EY. 2023-24 is provided in the Notice of the ensuing Annual General Meeting. The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company. 31. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made there under.

32. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR

DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT

The Secretarial Compliance Report and Secretarial Audit Report issued by Secretarial Auditor pointed out violation made by the company during the Financial Year 2022-23. Details of violation and comments of the board thereon are as below-

Sr.	Compliance Requirement (Regulations/	a.	.
No	Circulars / Guidelines Including Specific Clause)	Deviation	Comments of Board of directors
1	Non-submission of the financial results within the period prescribed under	Delay submission of the ynaudited financial results	The Company has made proper compliance of related provision
	Regulation 33 {LODR]	within the period prescribed under Regulation	Thereafter. The delay was due to abnormal situation
2	Noncompliance with Structured Digital Database Regulation 3( LODR]	Noncompliance with Structured Digital Database	The company has not implemented Structured Digital Database during the year. The Board has take a note on it & assure to take step on its implementation

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors of the company or by Cost Auditors in their respective Reports. 33. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

Your Company has a Subsidiary namely Solitaire Constructions Private Limited, belongs to same Promoter Group as that of your Company and from Financial Year under consideration the Subsidiary has become a Material Subsidiary Company as defined under Regulation 16 of the Listing Regulations. Accordingly, the Corporate Governance requirements as applicable with respect to Material Unlisted Subsidiary have been complied with. The Company has formulated a policy for determining Material Subsidiaries and the Policy is disclosed on the Companys website (www.mohite.com/InvestorsRelations/CorporateGovernance) A Statement containing the salient features of the Financial Statements of Subsidiary Company as prescribed under the first proviso to Sub-Section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of The Companies (Accounts) Rules, 2014 is attached as per the prescribed format and forms a part of the Annual Report. In accordance with the provisions of Section 136 of the Companies Act, 2013 and the amendments thereto, read with Listing Regulations, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Financial Statements of the Subsidiary Company will be available on the Companys Website www.mohite.com.

The Company doesnt have Associates or Joint Venture Companies. Pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014 the Statement containing the salient features of Financial Statements of Subsidiary is attached as Annexure VIL. 34. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company for the year ended 31" March, 2023 have also been prepared in the same form and manner as that of the Company and are in accordance with the applicable provisions of the Act and the rules and regulations made thereunder, read with Indian Accounting Standard (Ind AS)-110 “Consolidated Financial Statements”, forms a part of the Annual Report.

35. 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 VIL

36. ACKNOWLEDGMENT

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.