Dear Members,
The Board of Directors have pleasure in presenting the 42nd Annual Report of
your Company on business and operations of the Company along with the Audited Standalone
and Consolidated Financial Statement and the Auditor's Report for the year ended March 31,
2024, and other accompanying reports, notes, and certificates. Consolidated performances
of the Company and its subsidiaries have been referred to wherever required
1. Company's Performance
Key aspects of Consolidated and Standalone financial performance of your Company for
the financial year 2023-24 along with the previous financial year 2022-23 are tabulated
below:
(Rs. In Lakhs)
|
Consolidated |
Standalone |
Particulars |
As on 31.03.2024 |
As on 31.03.2023 |
As on 31.03.2024 |
As on 31.03.2023 |
Revenue from Operations |
12,941.54 |
8,365.16 |
7,005.45 |
4,449.80 |
Other Income |
374.27 |
210.20 |
374.67 |
327.45 |
Total |
13,315.81 |
8,575.36 |
7380.12 |
4,777.25 |
Profit before Depreciation & Amortization |
1,834.14 |
839.35 |
1,249.12 |
815.58 |
Depreciation & Amortization |
771.62 |
606.24 |
228.97 |
170.69 |
Profit Before Tax |
1,062.52 |
233.11 |
1,020.15 |
644.89 |
Share of profit in Associate |
(78.16) |
59.58 |
-- |
-- |
Tax Expenses: |
|
|
|
|
Current Tax |
337.34 |
243.16 |
265.50 |
175.00 |
Deferred Tax (Net) |
142.3 |
(404.98) |
49.00 |
(110.04) |
Excess provision for Taxation for earlier years |
(58.65) |
15.27 |
(52.79) |
-- |
Profit After Tax |
563.36 |
439.24 |
758.44 |
579.93 |
Other Comprehensive Income |
836.05 |
460.29 |
10.58 |
(7.10) |
Total Comprehensive Income for the year |
1,399.41 |
899.53 |
769.02 |
572.83 |
Net Profit/(Loss) after tax Attributable to : |
|
|
|
|
a) Owner of the Company |
533.43 |
422.80 |
758.44 |
579.93 |
b) Non-Controlling Interest |
29.93 |
16.44 |
-- |
-- |
Total Comprehensive Income/(Loss) for the year attributable to : |
|
|
|
|
a) Owners of the Company |
1,370.81 |
881.29 |
769.02 |
572.83 |
b) Non-controlling interest |
28.60 |
18.24 |
-- |
-- |
The Company has issued and allotted 42,41,321 (Forty-Two Lakhs Forty-One Thousand Three
Hundred and Twenty-One) partly paid-up Equity Shares aggregating to Rs. 3,223.40/- lakhs
(Rupees Three Thousand Two Hundred Twenty-Three lakhs and Forty Thousand Only) of Rs. 10/-
each of the Company on rights basis, in the ratio of 6:19 (Six Rights Equity Share for
every Nineteen fully paid-up Equity Shares held by the Eligible Equity Shareholders of the
Company, as on the Record Date) at an issue price of Rs. 76/- per fully paid-up equity
share (including a premium of Rs. 66/- per Equity Share). An amount equivalent to 25% of
the issue price viz. Rs. 19/- per equity share was received on application.
Except as disclosed above, there are no material changes and commitments occurred
between the end of the financial year and the date of this report which could affect the
company's financial position except as disclosed in this report. There was no change in
the nature of business during the year.
2. Standalone and Consolidated Financial Statements
As mandated by the Ministry of Corporate Affairs, the Consolidated and Standalone
financial statements for the quarter and year ended on March 31, 2024 has been prepared in
accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the
Companies Act, 2013 (hereinafter referred to as "The Act") read with the
Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments
relating to the Financial Statement are made on a prudent basis, so as to reflect in a
true and fair manner, the form and substance of transactions and reasonably present the
Company's state of affairs, profits and cash flows for the quarter and year ended March
31, 2024. The Notes to the Financial Statements adequately cover the standalone and
consolidated Audited Financial Statement and form an integral part of this Financial
Statements.
3. Dividend and Reserves
Dividend
As per the Dividend Distribution Policy adopted by the Company, in view of the
investment requirements of the Company the Board has decided not to recommend any dividend
for the Financial Year 2023-24. As per Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015("Listing
Regulations"), the Dividend Distribution Policy is disclosed in the Corporate
Governance Report and is available on the Company's website at https://www.mitconindia.com/policies/
Transfer to Reserves
During the year under review, no amount was transferred to General Reserves the profit
continues to be in Profit and Loss Reserve account.
4. Directors
Your Company's Board of Directors as on the financial year ended March 31, 2024
comprises of 7 (seven) Directors including 3 (Three) Non-Executive Directors (42.86%), 1
(one) Executive Director (14.29%) and 3 (Three) Independent Directors (42.85%) including a
Woman Independent Director and a Non-Executive Director and the same is disclosed in the
Report on Corporate Governance as set out separately in this Annual Report. Non-Executive
Directors of the Company had no pecuniary relationship or transactions with the Company,
other than sitting fees or any commission or reimbursement of expenses, if any incurred by
them for the purpose of attending meetings of the Board/Committee of the Company.
Pursuant to Article 99 of the Articles of Association of the Company, Mr. Ajay
Arjunlal Agarwal (DIN: 00200167), the Non-Executive Director, wt retires by rotation and
being eligible, offers himself for re-appointment. Your Board recommends re-appointment of
Mr. Ajay Arjunlal Agarwal (DII 00200167) at the ensuing Annual General Meeting.
Dr. Pradeep Bavadekar (DIN: 00879747) has resigned from the post of
Non-Executive Director of the company w.e.f. 26th July, 2024.
Pursuant to 149, 150, 152, 161(1) and other applicable provisions, if any, read
along with Schedule IV to the Companies Act, 2013, the Compani (Appointment and
Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b), 17 and 25(2A) and any
other applicable provisions of the Securiti and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'),
as amended from tim to time, Mr. Sanjay Phadke (DIN 07111186), who was re - appointed by
the Board of Directors as an Independent Director of the Company with effe from September
19, 2023 was re - appointed as an Independent Director of the Company, for a second term
of five (05) consecutive years, with effe from September 19, 2023 to September 18, 2028
Notice of Disclosure of General Interest pursuant to Section 184 (1) of the
Companies Act, 2013 disclosing interest in other bodies corporate/ firm and declaration
under Section 164 (2) of the Companies Act, 2013 were received from all the Directors of
the Company and none of the Directors a disqualified.
All Independent Directors have given declarations that they meet the criteria of
Independence as laid down under Section 149(7) of the Compani Act, 2013 along with the
rules framed thereunder and Regulation 16 of SEBI (LODR) Regulations.
Further, they have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs in term of Section 150
of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014.
5. Board Evaluation
Performance evaluation of Independent Directors was done by the entire Board, excluding
the Independent Directors being evaluated. The Nominatic and Remuneration Committee (NRC)
has approved a framework / policy for performance evaluation of the Board, Committees of
the Board and t\ individual Members of the Board (including the Chairperson)
that includes criteria for performance evaluation, which is reviewed annually by t
Committee. A questionnaire for the evaluation of the Board, its Committees and the
individual Members of the Board (including the Chairperson), has be designed in accordance
with the said framework and covering various aspects of the performance of the Board and
its Committees, including compositi and quality, roles and responsibilities, processes and
functioning, adherence to Code of Conduct and Ethics and best practices in Corporate
Governance mentioned in the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017. Pursuant to the provisio of the Act and SEBI
LODR Regulations, 2015, the Board has carried out annual evaluation of its Committees and
Individual Directors. The Boa performance was evaluated on inputs received from all the
Directors after considering criteria as mentioned aforesaid. The performance of t\ Committees
was evaluated by the Board of Directors on inputs received from all Committee Members
after considering criteria as mentioned aforesai Pursuant to SEBI LODR Regulations, 2015,
performance evaluation of Independent Directors was done by the Board of Directors,
excluding t\ Independent Director being evaluated. The performance of
non-Independent Directors and the Board as a whole (including the Chairperson) was carrit
out by the Independent Directors. The Independent Directors have also assessed the
quality, quantity and timeliness of the flow of information betwe the Management and the
Board, which is necessary for the Board to effectively and reasonably perform its duties.
During the year under review, Independent Directors met on 17th May 2023 to
evaluate performance of Non-Executive Directors, Board and Boa Committee. The evaluation
process for performance during FY 2023-24 was done at the Independent Directors Meeting
held on 21st May 2024.
6. Board and Its Committees Board Meetings
The Meetings of the Board are scheduled at regular intervals to decide and discuss on
business performance, policies, strategies and other matters significance. The schedule of
the meetings is circulated in advance, to ensure proper planning and effective
participation in meetings. In certain exigencie decisions of the Board are also accorded
through Circular Resolution.
During the year under review, the Board of Directors met six (6) times. The details
pertaining to the composition, terms of reference, and other details the Board of
Directors of your Company and the meetings thereof held during the Financial Year 2023-24
are given in the Report on Corporate Governan forming part of this Annual
Report.
Committees of the Board
The details of the powers, functions, composition, and meetings of all the Committees
of the Board held during the year under report are given in t Report on Corporate
Governance forming part of this Annual Report.
Audit Committee
The details pertaining to the composition, terms of reference, and other details of the
Audit Committee of the Board of Directors of your Company and t meetings thereof held
during the Financial Year 2023-24 are given in the Report on Corporate Governance
forming part of this Annual Report. T recommendations of the Audit Committee in terms of
its Charter were considered positively by the Board of Directors of your Company from time
to tim during the year under Report.
Nomination and Remuneration Committee
The details including the composition and terms of reference of the Nomination and
Remuneration Committee and the meetings thereof held during t Financial Year 2023-24 and
the Remuneration Policy of the Company and other matters provided in Section 178(3) of the
Act are given in the Report Corporate Governance forming part of this Annual Report.
The Nomination and Remuneration Policy is also available on your Company's website at https://www.mitconindia.com/policies/.
Corporate Social Responsibility Committee
Pursuant to the Section 135 of the Companies Act, 2013 and The Companies (Corporate
Social Responsibility Policy) Rules, 2014, the constitution of C Committee is not required
where the amount to be spent for CSR activities does not exceed Rs 50 lakhs, and such
functions can be performed by the Boai of the Company. Therefore, all the powers of CSR
Committee have been discharged by the Board of Directors of the Company for the year 2023
- 24.
The CSR Policy is also available on your Company's website at https://www.mitconindia.com/policies/
Report on CSR activities of your Company under the provisions of the Act during the
Financial Year 2023-24 is annexed hereto as Annexure "F."
Solutions Far Sustainable Tomorrow
Stakeholders Relationship Committee
The details pertaining to the composition and other details of the Stakeholders
Relationship Committee of the Board of Directors of your Company and the meetings thereof
held during the Financial Year are given in the Report on Corporate Governance forming
part of this Annual Report.
Terms of reference
Stakeholders' Relationship Committee has been constituted as per the provisions of
Section 178 of the Companies Act, 2013. The Committee shall oversee all matters pertaining
to Investors of the Company.
The terms of reference of the Committee are:
i. To consider and resolve the grievances of security holders of the Company;
ii. To approve/refuse/reject registration of transfer/transmission of Shares in a
timely manner;
iii. To issue new share certificate(s);
iv. To authorize affixation of the Common Seal of the Company on Share Certificates of
the Company;
v. To authorize to sign and endorse the Share Transfers on behalf of the Company;
vi. To authorized Managers/Officers/Signatories for signing Share Certificates;
vii. To authorize issue of Duplicate Share Certificates and Share Certificates after
Split / Consolidation / Rematerialisation and in Replacement of those which are defaced,
mutilated, torn or old, decrepit, worn out or where the pages on reverse for recording
transfers have been utilized;
viii. To monitor redressal of stakeholder complaints/grievances including relating to
non-receipt of allotment / refund, transfer of shares, non-receipt of balance sheet,
non-receipt of declared dividends etc.;
ix. To authorize to maintain, preserve and keep in its safe custody all books and
documents relating to the issue of share certificates, including the blank forms of share
certificates;
x. To oversee the performance of the Register and Transfer Agents and to recommend
measures for overall improvement in the quality of investor services;
xi. To perform all functions relating to the interests of security holders of the
Company and as assigned by the Board, as may be required by the provisions of the
Companies Act, 2013 and Rules made thereunder, Listing Agreements with the Stock Exchanges
and guidelines issued by the SEBI or any other regulatory authority;
xii. The Committee shall review the measures taken for effective exercise of voting
rights by shareholders;
xiii. The Committee shall review the adherence to the service standards adopted by the
listed entity in respect of various services being rendered by the Registrar & Share
Transfer Agent;
xiv. The Committee shall review various measures and initiatives taken by the listed
entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of
dividend warrants/annual reports/statutory notices by the shareholders of the Company.
7. Prevention of Sexual Harassment of Women at Workplace
The Company is committed and dedicated in providing a healthy and harassment free work
environment to every individual of the Company, a work environment that does not tolerate
sexual harassment. We highly respect dignity of everyone involved at our work place,
whether they are employees, suppliers or our customers. We require all employees to
strictly maintain mutual respect and positive attitude towards each other. In accordance
with Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act,
2013 and the rules framed their under, the Company has formed an Internal Complaints
Committee and also framed and adopted the policy for Prevention of Sexual Harassment at
Workplace.
The following is the summary of Sexual Harassment complaints received and disposed of
during the year 2023-24:
Number of complaints pending as on the beginning of the financial
year: |
Nil |
Number of complaints filed during the financial year: |
Nil |
Number of complaints pending at the end of the financial year: |
Nil |
The details and Members of the Committee are displayed on the website of the Company https://www.mitconindia.com/policies/
8. Key Managerial Personnel (KMP)
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key
Managerial Personnel (KMP) of the Company as under:
Sr. No. |
Name of the Person |
Designation |
1 |
Mr. Anand Chalwade |
Managing Director |
2 |
Mr. Ram Mapari |
Chief Financial Officer |
3 |
Ms. Ankita Agarwal |
Company Secretary & Compliance Officer |
9. Company's Policies
The Company has all the required policies for the time being in force and as required
under the Companies Act, 2013 and SEBI LODR Regulations, 2015. The policies of the Company
have been uploaded on the website of the Company https://www.mitconindia.com/policies/
10. Auditors Statutory Auditor
The Members of your Company at the 37th Annual General Meeting (AGM) held on
July 13, 2019, appointed M/s. J Singh & Associates, Chartered Accountants (Firm
Registration No. 110266W) as the Statutory Auditors of your Company to hold such office
for a period of 5 (Five) years i.e. up to the conclusion of the 42nd AGM to be
held in the year 2024.
Further, in terms of the Regulation 33(1)(d) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations'), the Statutory
Auditors of your Company are subjected to the Peer Review Process of the Institute of
Chartered Accountants of India (ICAI). M/s. J Singh & Associates, Chartered
Accountants have confirmed that they hold a valid certificate issued by the 'Peer Review
Board' of ICAI and have provided a copy of the said certificate to your Company for
reference and records.
The Statutory Auditor's Report on standalone and consolidated financial statement do
not contain any qualification, observation or adverse remarks. Secretarial Auditor
In terms of the provisions of Section 204 of the Companies Act, 2013, M/s M P Sanghavi
& Associates, LLP, a firm of Company Secretaries in Practice was appointed to
undertake secretarial audit of the Company for the year ended 31st March, 2024.
Accordingly, the Secretarial Auditor has given the report, which is annexed hereto as
Annexure 'E'. The comments of the Board on the observations of the Secretarial Auditor are
as follows:
Observations by the Secretarial Auditor:
Delay in obtaining approval of Shareholders for re-appointment of an Independent
Director for second term beyond the period of three months from the date of Board
approval, prescribed in Regulation 17(1C) of Listing regulations from date of Board
approval. Shareholders' approval obtained by way of Special Resolution passed by Postal
Ballot on May 24, 2024.
Comments by the Board: It was inadvertent.
Further, the Secretarial Audit Reports of material subsidiaries viz. M/s MITCON
Credentia Trusteeship Services Limited, M/s Shrikhande Consultants Limited (Formerly known
as Shrikhande Consultants Private Limited) and M/s Krishna Windfarms Developers Private
Limited has been annexed hereto as Annexure 'E'.
Cost Records and Cost Audit
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company: except for Wind Power Generation business
for which maintenance of cost record is mandatory and have been complied.
Reporting of Frauds by Auditors
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor have reported to the Audit Committee, under Section 143(12) of the Act, any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Board's report.
Adequacy of Internal Financial Controls
Your Board is responsible for establishing and maintaining adequate internal financial
control as per Section 134 of the Act.
Your Board has laid down policies and processes with respect to internal financial
controls and such internal financial controls were adequate and were operating
effectively. The internal financial controls covered the policies and procedures adopted
by your Company for ensuring orderly and efficient conduct of business including adherence
to your Company's policies, safeguarding the assets of your Company, prevention, and
detection of fraud and errors, accuracy and completeness of accounting records and timely
preparation of reliable financial information.
Internal Audit
Internal Audit is an independent function involving continuous and critical appraisal
of the functioning of an organization with a view to suggest improvements thereto and add
value to the governance mechanism of the organization. It helps the organization to
evaluate the effectiveness of risk management and internal control implemented and
provides recommendation for improvement in compliance with the provisions of Companies
Act, 2013.
Your Company has appointed M/s Galgali and Associates, Chartered Accountants, Pune to
conduct internal audit across the organization. We have strengthened the in-house internal
audit and compliance team to supplement and support the efforts of M/s Galgali and
Associates, Chartered Accountants, Pune.
11. Particulars of Loans and Guarantees Given and Investments Made
In compliance with provisions of Section 134(3)(g) of the Act, particulars of loans,
guarantees, investments and securities given under Section 186 of the Act are given in the
Notes No. 6 & 7 to the Financial Statement forming part of this Annual Report.
12. Deposits
In terms of the provision of Sections 73 and 74 of the Act read with the relevant
Rules, your Company has neither accepted nor renewed any fixed deposits during the year
under report.
13. Related Party Transactions
All transactions entered into by the Company Related Parties for the year under review
were on arm's length basis and in ordinary course of business.
The policy to determine the materiality of related party transactions and dealing with
related party transactions as approved by the Board of Directors is available on your
Company's website at https://www.mitconindia.com/policies/
The related party transactions are entered into based on considerations of various
business requirements, such as synergy in operations, sectoral specialization and your
Company's long-term strategy for sectoral investments, optimization of market share,
profitability, legal requirements, liquidity, and capital resources of subsidiaries.
Pursuant to section 177 of the Companies Act, 2013 and regulation 23 of SEBI LODR
Regulations, 2015, all Related Party Transactions were placed before the Audit Committee
for its approval. Prior omnibus approval from the Audit Committee is obtained for
transactions which are repetitive and also in ordinary course of business. During the year
under review, there were no material related party transactions under Regulation 23 (4) of
SEBI LODR Regulations, 2015 entered into by the Company, which necessitates approval of
Shareholders.
As stipulated by Section 134(3) (h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, particulars of Related Party Transactions are given in Form No.
AOC - 2 as Annexure 'H'and the same form an integral part of this report.
14. Employees' Remuneration
The relevant information and the details of employees whose remuneration is required to
be disclosed in terms of the provisions of Section 197 of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 are appended to this Report as Annexure 'I'
15. Employee Stock Option Plan
The Company's ESOP Scheme has been implemented in accordance with Special Resolution
passed by the shareholders on 22nd September 2021 and the Securities Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the
relevant provisions of the Companies Act, 2013 along with the Rules made thereunder
including any amendments made there to or notifications thereof.
Details required to be provided under Section 62 of the Act and Rule 12(9) of Companies
(Share Capital and Debenture Rules 2014 and Regulation 14 of SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 are disclosed on the Company's website at https://www.mitconindia.com/investors/
.
Report of Secretarial Auditor as per Regulation 13 has been uploaded on company's
website at https://www.mitconindia.com/employee-stock-ownership-plan-esop/
ESOP Scheme is uploaded on the Company's website at https://www.mitconindia.com/investors/
16. Corporate Governance
During the year, your Company has complied with all the applicable requirements
stipulated under Regulations 17 to 27 read with Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations").
A separate Report on Corporate Governance with a detailed compliance report as
stipulated under the Listing Regulations and any other applicable law for the time being
in force form an integral part of this Report.
Compliance Certificate from the Practicing Company Secretary regarding the compliance
of conditions of Corporate Governance as stipulated in the Listing Regulations forms an
integral part of this Annual Report as Annexure 'B'.
17. Management Discussion and Analysis Report
Report on Management Discussion and Analysis Report as stipulated under the Listing
Regulations and any other applicable laws for the time being in force based on audited
consolidated financial statements for the Financial Year 2023-24 forms an integral part of
this Annual Report as Annexure 'A'.
18. Business Responsibility and Sustainability Report (BRSR)
In order to increase transparency of sustainability reporting to the Stakeholders, your
Company has adopted Business Responsibility and Sustainability Report. BRSR incorporates
several KPIs of the international frameworks in an attempt to bring it on par with global
ESG reporting trends.
In November 2018, the Ministry of Corporate Affairs (MCA) constituted a Committee on
Business Responsibility Reporting ("the Committee"). The Committee recommended
some disclosures to be made by companies based on ESG parameters, compelling organizations
to holistically engage with stakeholders and go beyond regulatory compliances in terms of
business measures and their reporting. SEBI, vide its circular dated May 10, 2021, made
BRSR mandatory for the top 1,000 listed companies (by market capitalization) from fiscal
2023, while disclosure is voluntary for fiscal 2022. Our company has adopted the BRSR
voluntarily for fiscal 2022 to increase transparency practices and priorities of the
Company. The BRSR disclosures form a part of Annual Report as Annexure 'D'.
19. Risk Management
The Audit Committee is responsible for reviewing the risk management plan and ensuring
its effectiveness. The Audit Committee has additional oversight in the area of financial
risks and controls. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. The Company has
voluntarily implemented Risk Management Policy which defines roles and responsibilities at
various levels and has a structured approach for handling risk. The same policy has been
hosted on the Company's website https://www.mitconindia.com/policies/ .
The development and implementation of risk management policy has been covered in the
Management Discussion and Analysis Report, which forms part of this report.
20. Vigil Mechanism (Whistle Blower Policy)
The details of the vigil mechanism (whistle blower policy) are given in the Report on
Corporate Governance forming part of this Annual Report. Your Company has uploaded the
policy on its website at https://www.mitconindia.com/policies
21. Secretarial Standards
The Ministry of Corporate Affairs has notified the Secretarial Standard on Meetings of
the Board of Directors (SS- 1), Secretarial Standard on General Meetings (SS-2), and
Secretarial Standard on Report of the Board of Directors (SS-4).
The Company complies with Secretarial Standards and guidelines issued by the Institute
of Company Secretaries of India (ICSI).
22. Information Security
We have policies covering the protection of both business and personal information, as
well as the use of IT systems and applications by our employees. Our employees are trained
to understand these requirements. We also have a set of IT security standards and closely
monitor their operation to protect our systems and information. Robust and scalable system
architecture with adequate redundancy, that allows data replication capability. This
ensures system resilience including minimum downtime of the systems and minimum to zero
data loss in case of any disaster.
We have standardised ways of hosting information on our public websites and have
systems in place to monitor compliance with appropriate privacy laws and regulations, and
with our own policies.
23. Subsidiary Companies, Associate Companies and Joint Ventures
During the year, your Company along with its subsidiaries including wholly owned
subsidiaries have directly or indirectly incorporated the following entity;
Planeteye Farm Ai Limited: During the year, the Company has completed formation
of joint venture with partners in its wholly owned subsidiary company "MITCON Sun
Power Limited." (MSPL) on 21st March, 2024. Further on completion of joint
venture, stakes of the Company fully diluted to 50% of the total shares held by the
Company, thereby Planeteye Farm Ai Limited has become an Associate of the Parent Company.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the
salient features of financial statements of the Company's subsidiaries in Form AOC 1 as
Annexure 'G' is attached to this report.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company including the consolidated financial statements along with relevant
documents and separate audited financial statements in respect of subsidiaries, are
available on the Company's website at https://www.mitconindia.com/financial-statement-of-group-companies/
The Policy for determining material subsidiaries of your Company is available on your
Company's website at https://www.mitconindia.com/policies. According to the said
Policy, M/s MITCON Credentia Trusteeship Services Limited, M/s Shrikhande Consultants
Limited (Formerly known as Shrikhande Consultants Private Limited) and M/s Krishna
Windfarms Developers Private Limited are the material subsidiaries of your Company.
24. Annual Return
In accordance with the Companies Act, 2013, the annual return in the prescribed format
(MGT-7) for the Financial Year 2023-24 is available at https://www.mitconindia.com/financials-and-regulatory-filings/annual-report-and-annual-return/
25. Significant and Material Orders
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the Company's going concern status and your Company's operations in future.
There were no proceedings initiated by or against the Company under Insolvency and
Bankruptcy Code during the year under review.
26. Conservation of Energy and Technology Absorption
Your Company believes that conservation of energy is essential and as a responsible
corporate citizen, your Company must encourage all employees, vendors and other
stakeholders to act on ensuring reduced usage of energy on a perpetual basis. Your Company
has procured various energy saving devices and systems, which help in conserving energy
and has resulted into a significant savings in the energy cost. Carbon management and
sustainable development provide business with some of the greatest opportunities towards
sustainability. Your Company reduced carbon footprints by taking energy conservation
measures. Your Company continues to take various measures on energy saving and
sustainability as follows:
Energy Efficiency Activities:
Your Company was the first engineering consulting company in India to have set emission
reduction targets approved by the Science Based Targets initiative (SBTi), designed to
meet the goals of the Paris Agreement on climate change. Some of the majors undertaken
towards our targetare:
Introducing Electric Vehicle for Local Transportation of Employee, which reduced
2.67 tCO2 emissions for FY 23-24.
Usage of Renewable energy for self-use, installed rooftop solar for captive
consumption in July 2022, which generated 89,293 kWh of electricity, avoiding 64 tCO2
emissions for FY 23-24.
Installation of Electric Vehicle charger of 30 kW single gun, at Pune Office.
Emphasis on Energy Conservation with an in-house team of experts: a. LEDs in
place of CFLs b. Ozonators in ACs (which also disinfects the air and makes the air
healthier) c. Setting optimum temp settings for ACs as a SOP d. Upgradation of ACs to
better VRV technology on an ongoing basis e. Culture of 'switching off when not in use'.
Energy saving measures are taken right from design stage like double wall
construction, low-e glass for facades and windows with DGUs, maximum use of natural light
and ventilation, underdeck insulation, etc.
Installed Water Efficient Low flow water taps, designed to operate at 4 lpm
compared to 6/8 lpm water taps
Renewable Energy Initiatives, Water Management and Waste Management Initiatives of the
Company for the FY 2023-24 are given in the Business Responsibility and Sustainability
Report forming part of this Annual Report.
Customer experience, operational excellence on Green activities
Employees feel proud of belonging to a green company and volunteer more for
green initiatives like tree plantation, tree maintenance & society awareness related
to sustainability. Employees contributing regularly for Tree Plantation
LED lighting has improved the ambience and freshness of workplace
Better, healthy and working environment with freshness, greenery, and brighter
workspaces.
Zero Accidents till date in Your Company
Reducing Operation and maintenance costs
27. Foreign Exchange Earnings & Outgo
Foreign exchange earnings : INR 20.66 Lakhs Foreign exchange outgo : INR 1469.86 Lakhs
28. The details of difference between amount of the valuation done at the time of
one-time settlement and valuation done while taking loans from the banks or financial
institutions along with the reason there of:
There was no instance during the year attracting this provision.
29. Directors' Responsibility Statement
In compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the
Act, your Directors state that:
I. Your Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of state of affairs of your Company as at March 31, 2024 and of the profit of
your Company for that year.
II. Your Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities, if any;
III. The annual accounts have been prepared on a going concern basis;
IV. Your Directors had laid down internal financial controls to be followed by your
Company and that such internal financial controls are adequate and were operating
effectively.
V. Your Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
30. Acknowledgement and Appreciation
Your Board places on record the support received from the Ministry of Corporate
Affairs, the Ministry of Finance, the Ministry of Commerce and Industry, the Reserve Bank
of India and the Securities and Exchange Board of India throughout the Financial Year.
Your Board wish to express their deep gratitude to various departments of the Auditors,
Consultants, Central and State Governments, Banks, Financial Institutions, Business
Associates, Customers, Distributors, Suppliers, Vendors, Investors, Analysts, and Members
for extending excellent support and cooperation.
Your Board places on record its deep sense of appreciation for the committed services
of the associates of your Company at all levels. Your Board thanks the investors and
shareholders for placing immense faith in them.
Your Board takes this opportunity to express its sincere appreciation for the
contribution made by the employees at all levels of your Company. The consistent growth
was made possible by their hard work, solidarity, cooperation, and support.
For and on behalf of the Board of Directors MITCON Consultancy & Engineering
Services Limited
Sd/- |
Sd/- |
Mr. Anand Chalwade |
Mr. Ajay Agarwal |
Managing Director |
Director |
DIN: 02008372 |
DIN:00200167 |
Date: August 23, 2024 |
|
Place: Pune |
|