Mohite Industries Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting the 29th Annual Report of the Company along with the Audited Financial Statements and Auditors report for the year ended 31st March, 2020

1. FINANCIAL RESULTS :

(Rs in Lakhs)

Particulars For the year ended on 31st March 2020 (Standalone) For the year ended on 31st March 2019 (Standalone) For the year ended on 31st M arch 2020 (Consolidated) For the year ended on 31st March 2019 (Consolidated)
income from Operations
a) Revenue from Business Operations 9648.80 11649.85 11983.81 11649.85
b) Other Income 266.35 11.03 268.20 11.03
Total Income from Operation 9915.15 11660.88 12252.01 11660.88
Profit Before Finance costs, Depreciation, Tax 1577.79 1988.91 1904.30 1977.34
Less : Finance Costs 837.50 1059.59 881.55 1059.59
Profit before Depreciation, Tax 740.29 929.32 1022.90 929.04
Less : Depreciation 588.63 727.50 600.32 727.50
Profit before Tax 151.66 201.82 422.58 201.54
Less - Current Tax 24.75 42.50 24.75 42.50
Less - Previous year adjustment of Tax - - - -
Less - Deferred Tax (28.72) (53.81) (28.72) (53.81)
Profit/ (Loss) for the period from continuing operations 155.63 213.13 426.55 212.85
Other Comprehensive Income Net of Tax - - - -
Total Comprehensive Income After Tax 155.63 213.13 426.55 212.85
Amount Transferred to General Reserve - - - -
Balance of Profit Brought Forward 6872.59 6659.46 6872.59 6659.46
Short Provision of Income Tax - - - -
Depreciation Reversal - - - -
Balance carried to Balance Sheet 7028.23 6872.59 7166.50 6872.31
Earning per share (Basic)/ (Diluted) 0.77 1.06 2.12 1.06

PERFORMANCE REVIEW- Standalone results -

During the Financial year under review the Company has achieved standalone revenue of Rs 9648.80 Lakhs and that for previous year was Rs 11649.85 Lakhs. The net Profit (after tax) of Rs 155.63 Lakhs during the year and that for previous year there was net profit (after tax) of Rs 213.13 Lakhs.

Consolidated Results -

During the Financial year under review the Company has achieved consolidated revenue of Rs 11983.81 Lakhs and that for previous year was Rs 11649.85 Lakhs. The net Profit (after tax) of Rs 426.55 Lakhs during the year and that for previous year there was net profit (after tax) of Rs 212.85 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 2019-20.

3. TRANSFER TO RESERVES

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

4. DIRECTORS & KM P

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. Abhay Shamrao Bhide (DIN : 005307473), 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.

Mr. Shivaji Ramchandra Mohite (DIN : 00425441) and Mrs. Monika Shivaji Mohite (DIN : 00425614) were reappointed as Managing Director and Joint Managing Director of the Company for next five years with effect from 01 October, 2019 during the year.

Term of all Independent directors Mr. Vijay Madanlal Nawandhar (DIN : 00218197), Mr. Ranjeet Dinkarrao Patil (DIN : 02496342) and Mr. Shankar Hindurao Ptil (DIN : 03198638) will expire on 30th September 2020 and in terms of provisions of section 149(11) they all were appointed for two consecutive terms and therefore are not eligible for reappointment. The Board of directors recommend appointment of Mr. Annasaheb Dhondiba More, (DIN : 08861721), Mr. Bhushan Madhukar Deshpande (DIN : 08861720) & Mr. Nikhil Vijay Nawandhar (DIN : 01291811) as an independent directors in forthcoming Annual General Meeting by approval of shareholders. Hence resolutions approving their appointment as directors is put before the shareholders for their approval.

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 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 4 times during the year, the details of which are given in the Report on Corporate Governance. All meetings are duly convened.

8. 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 FY 2019-20, 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 2019-20 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 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, meeting 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 meetings 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 Director being evaluated.

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. EXTRACT OF ANNUAL 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 BSE Ltd. The Company has not paid the listing fees to BSE Limited for the Financial Year 2020-21.

13. 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 Phrsonnel/Senior Management Personnel of the Company. The NRC recommends appointment of Director/appointment or re-appointment of 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.

14. 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 sustain ability 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 Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations.

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

15. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

As per provisions of the Companies (Amendment) Act 2017, the company does not incur any Corporate social responsibility liability for FY 2019-20 and also for current FY 2020-21 as it doesnt fulfills the criteria applicable.

But the Company has duly constituted Corporate Social Responsibility (CSR) Committee as provisions relating to same were applicable to company under old criteria and company continued with 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 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. But still no CSR activities are undertaken by the Company.

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

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 III, which is attached hereto and forms a part of the Directors Report. There are no material significant related party 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 updation 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: http://mohite.com/pdf/new-data/Policy%20on%20Dealing%20with%20Related%20Party%20Transactions.pdf

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 OF THE REPORT

In wake of COVID 19 pandemic and lockdown situation in many states and union territories across country, the operations of the company have been totally closed/ stopped since 22 March 2020 for ensuring compliance with directives issued by the government and local authorities. Still now those operations are not resumed .As operations are totally closed it badly impacts on financial and operational position of the company. The management is scheduling to resume its operations on 21st September 2020. There are no other 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

In last week of financial year company closed its operation totally as a compliance measure of directives issued by the government and local authorities but still now those are not resumed because of labour problem as majority workers migrated to their native places after lockdown and not returned back. The management is scheduling to resume its operations on 21st September 2020. Besides that there was no changes occurred during the year under consideration affecting financial position of the Company.

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

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..

20. 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 some violation made by the company during the financial year 2019-20 but those are complied with during same year by the Company. Details of violation and then after compliance thereof in detail is given in secretarial audit report attached as Annexure IV to this report and also in Corporate Governance report attached to this report.

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

21. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors (existing and proposed to be appointed) of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("the Listing Regulations"). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.

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

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).

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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 Companys operations in future.

During year under consideration company received final show cause notices from ROC regarding violations observed ( details as given below) during inspection of Books of accounts of the Company under section 206(5) of the Companies Act 2013. Board is considering an option to approach ROC with compounding application for those violations as violations are due to inadvertence and not intentional Details of Violation

1) SCN under section 77 of the Companies Act 2013

2) SCN under section 189 (1) R/W Rule 16(1) of the Companies Act 2013

3) SCN Under Section 129 of The Companies Act 2013 R/W Accounting Standard 17

4) SCN Under Section 129 of The Companies Act 2013 R/W Accounting Standard 13

5) SCN Under Section 129 of The Companies Act 2013 R/W Accounting Standard 9

24. 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 behavior, 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

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 IV and forms part of this report. Report is qualified. Mr. Dilip Pange, Kolhapur Membership No.6423, CP No. 2516, is reappointed as Secretarial Auditor of the company for year 2020-21.

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 2019-20. 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 FY 2020-21.

27. 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

28. 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 employees remuneration is provided in Corporate Governance Report and Annexure-V & VI to this Report.

Remuneration from subsidiary

During year under consideration no director of the company receiving remuneration from subsidiary company. But from June 2020, Mr. Shivaji Mohite, was appointed as Managing Director and Mrs. Monika Mohite as Joint Managing Director of subsidiary company and both are receiving remuneration of Rs 300000/- pm and Rs 200000/- pm respectively from subsidiary.

29. 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. 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.

30. COST AUDITORS 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 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 2019-20 at a remuneration of 75000/- (Rupees Seventy Five 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 FY 2020-21 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. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

Your Company has acquired a subsidiary namely Solitaire Constructions Private Limited, belongs to same promoter group as that of your company and the subsidiary company is a non-material non-listed Indian Subsidiary company. The subsidiary had undertaken its business activity during last year i.e. construction and allied infrastructure sectors.

As on 31 March 2020 income of the subsidiary company is 19.48% (i.e. exceeds 10 %) of the companies consolidated income therefor as defined under Regulation 16 of the SEBI (LODR) Regulations 2015 subsidiary become material subsidiary during current year and company is going to take steps to meet the corporate governance requirements as applicable with respect to Material Unlisted Subsidiary

The Company has formulated a policy for determining Material Subsidiaries and the Policy is disclosed on the Companys website at www.mohite.com.

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 - VI I

32. CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company as of and for the year ended March 31, 2020 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.

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 VIII".

34. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was filed during year under consideration. No compliant was pending at the beginning or end of the year under review.

35. 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.

On behalf of the Board

MOHITE INDUSTRIES LIMITED

Place - Vadgaon, Kolhapur SHIVAJ MOHITE MANAGING DIRECTOR MONIKA MOHITE JOINT MANAGING DIRECTOR
Date - 15th September, 2020 DIN 00425441 DIN 00425614