DIRECTORS' REPORT Dear Shareholders, 1. Your Director's have pleasure in presenting the 24th Annual Report of the Company along with the Audited Financial Statements and Auditor's report for the year ended 31st March, 2015. 2. DIVIDEND With a view to plough back the Profits, Board of Directors do not recommend the payment of dividend for the financial year 2014-15. 3. CHANGE IN NAME OF THE COMPANY. During the Year Company has changed its name from "R M Mohite Industries Limited" to "Mohite Industries Limited" vide resolution passed by postal ballot in Extra-Ordinary General Meeting held on 07th March 2015 and also received Fresh Certificate of Incorporation consequent to Change in the name of the Company dated 31st March, 2015from Registrar of Companies, Pune. The Change in Name of the Company has been informed to all Government Authorities, Stock Exchanges, Customers, Suppliers and all others to whom it is required to inform. 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 reappointment. Mr. Shankar H. Patil, Mr. Ranjeet D. Patil, Mr. Sangramsinh Nimbalkar&Shri. Vijay Madanlal Nawandhar has been appointed as Independent Director of a Company in last Annual General Meeting on 27th September 2014 for a period of Two years i.e. 01.04.2014 to 31.03.2016. As their term will expire on 31.03.2016 the Board recommend their re-appointment for term of 5 (five) years w.e.f.01.10.2015. Pursuant to provisions of Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Ms. Ashvini Prataprao Kalekar an Associate Member of Institute of Company Secretary of India was appointed as Company Secretary w.e.f. 10th April 2015 in order to fill casual vacancy caused by Resignation of previous Company Secretary Mr. Sachin Bidkar. Also Mr. Abhay S. Bhide, Whole Time Director was designated as Key Managerial Person w. e. f. 07th March, 2015. Mr. Shreyas Sanjay Alatkar has been appointed as Chief Finance officer of the Company w.e.f.20th August 2015. 5. PUBLIC DEPOSIT During the year under review the Company has not accepted any deposit within the meaning of Section 73 and Section 76of the Companies Act 2013 read with 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 2015-16. 8. MEETINGS OF THE BOARD The Board met Eight 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, 2013. The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. 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 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, 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 laid down a Risk Management Policy and identified such 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 and reputation as "Risks". Further such Risks are categorized into Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks. A Risk Management Committee has been constituted to oversee the risk management process in the Company required under Section 134 (3) (n) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 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 REFERRED TO IN SECTION 188(1) OF THE 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 AND THE DATE OF THE REPORT- Owing to unfavorable environment in the textile industry, the company is not able to utilise the land admeasuring 1,20,475 sq. metre, situated at T-6, Kagal Hatkanangle 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 monetise its non-income generating assets. Besides that 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. THE FOLLOWING 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 and in order to monetise its non-Income generating assets Company has sold/disposed of its unit situated at Plot No. T7 & T7 Part Metro Hightech Co-op Textile Park, Five Star MIDC, Kagal, Dist-Kolhapur. 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 secu rity f a 11 i ng u nder the provisions of Section 186 of the Com pa n ies Act, 2013. 17. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS & THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS There was no qualifications, reservations or adverse remarks made either by the Auditors or the 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 DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND - In terms of Section 125 of the Companies Act, 2013 unclaimed or unpaid Dividend ofRs. 94,143/- (Rs. Ninety Four Thousand One Hundred Forty Three Only) relating to the financial year 2010-11 is due for transfer 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 the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 of executive and nonexecutive and Independent Directors. 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; iv. Providing perspectives and feedback going beyond information provided by the management. 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 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 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 31st March, 2015, 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/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 and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism 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 2014-15, no employee or director was denied access to the Audit Committee. 24. SECRETARIAL AUDIT REPORT: The Board has appointed Shri Dilip Pange, Practicing Company Secretary as Secretarial Auditor to undertake Secretarial Audit of the Company for the year 2014-15. The Secretarial Audit Report issued by him in prescribed form MR-3 is annexed to the Boards Report as Annexure IV. 25. INTERNAL AUDIT: The Company has appointed M/s. Kunte & Chougale, Chartered Accountant, Kolhapur as its Internal Auditor. The Internal Auditor has given there reports on quarterly basis to the Audit Committee. Based on the report of internal audit, management undertakes corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee. 26. INTERNAL FINANCIAL CONTROL: 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. 27. REPORT ON CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchanges, 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 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 four Committees of the Board, as follows: - Audit Committee - Stakeholders' Relationship Committee - Nomination and Remuneration Committee - Corporate Social Responsibility Committee Details of all the Committees along with their composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of this Annual Report. 29. PARTICULARS OF REMUNERATION: Details of remuneration paid to all the directors / employees is provided in Annexure - V. Details of the ratio of remuneration of each Director to the median employee's remuneration is provided in Annexure-VI. 30. AUDITORS: Moreshwar G. Deshpande, Chartered Accountants, Sangli, the Statutory Auditors of your Company hold office as such up to the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013and they are not disqualified from being appointed as Auditors. Your Directors recommend the re-appointment of Moreshwar G. Deshpande, Chartered Accountants, Sangli, as Statutory Auditors 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 2015-16. 31. COST AUDITORS: As per the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company has appointed Shri. S. V. Vhatte, Cost Accountant, Solapur as Cost Auditors of the Company to conduct audit of cost records for the financial year 2015-16, at a remuneration of Rs. 75,000/- plus service tax and out of pocket expenses subject to approval of the shareholders of the Company. The approval of Shareholders is sought for payment of remuneration to said Cost Auditor. 32. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee. 33. ACKNOWLEDGMENT: 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 SHIVAJI MOHITE Chairman & Managing director DIN 00425441 Vadgaon : 416 112 Date : 14 August, 2015 |