Dear Shareholders,
Your Directors have pleasure in presenting the 34th Annual Report of the
Company along with the Audited Financial Statements and Auditor's Report for the year
ended 31st March, 2025. The PDF version of the Report is also available on the
Company's website. (www.mohite.com/Investors Relations/Financial/Annual Reports)
1. FINANCIAL PERFORMANCE :
|
Standalone |
Consolidated |
Particulars |
Current Year 2025 |
Previous Year 2024 |
Current Year 2025 |
Previous Year 2024 |
Income From Operations |
|
|
|
|
A) Revenue From Business Operations |
13485.41 |
10,494.50 |
16675.28 |
12499.62 |
B) Other Income |
335.28 |
293.72 |
360.37 |
295.71 |
Total Income From Operation |
13820.69 |
10,788.22 |
17035.66 |
12975.34 |
Profit Before Finance Costs, Depreciation & Tax |
1737.99 |
1771.43 |
2616.27 |
2230.97 |
Less : Finance Costs |
1077.76 |
1018.00 |
1377.48 |
1222.00 |
Profit Before Depreciation & Tax |
660.23 |
753.43 |
1238.79 |
1008.97 |
Less : Depreciation |
570.36 |
643.93 |
670.80 |
749.89 |
Profit Before Tax |
89.86 |
109.50 |
567.99 |
259.08 |
Less - Current Tax |
5.00 |
5.00 |
5.00 |
11.00 |
Less - Previous Year Adjustment Of Tax |
|
|
|
|
Less - Deferred Tax |
19.62 |
13.40 |
19.62 |
13.40 |
Profit/ (loss) For The Period From Continuing Operations |
65.24 |
91.11 |
543.37 |
234.68 |
Other Comprehensive Income Net Of Tax |
|
- |
|
- |
Total Comprehensive Income After Tax |
65.24 |
91.11 |
543.37 |
234.68 |
Amount Transferred To General Reserve |
|
|
|
|
Balance Of Profit Brought Forward |
|
|
|
|
Short Provision Of Income Tax |
|
|
|
|
Depreciation Reversal |
|
|
|
|
Balance Carried To Balance Sheet |
65.24 |
91.11 |
543.37 |
234.68 |
Earnings Per Share (basic)/(diluted) |
0.03 |
0.45 |
0.27 |
1.17 |
PERFORMANCE REVIEW- STANDALONE RESULTS:
During the financial year under review your company has achieved standalone revenue of
Rs.13485.41 lakhs and that for Previous Year was Rs.10,494.50 lakhs. The net profit (After
tax) is Rs.65.24 lakhs for the year and that for previous year was Rs.91.11 lakhs.
CONSOLIDATED RESULTS:
During the Financial Year under review your company has achieved consolidated revenue
of Rs.16675.28 lakhs and that for previous year was Rs.12499.62 lakhs. The net profit
(After Tax) of Rs.543.37 lakhs during the year and that for previous year was Rs.234.68
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
2024-25.
3. TRANSFER TO RESERVES:
During the year under consideration, the company has not transferred any amount to any
reserves.
4. MANAGEMENT DISCUSSION & ANALYSIS REPORT :
Management's 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 2024-25 and also for the current FY
2025-26, as it doesn't 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).
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 Company's 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 Company's 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 labor, 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 behavior, actual or
suspected fraud or violation of the Company's 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. DIRECTOR'S & 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, 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, Mrs. CS SAVITA SUJIT
KULKARNI Member of ICSI having membership No ACS 28223 was appointed as Company Secretary
of the Company with effect from 11/10/2024.
Mrs. MONIKA SHIVAJI MOHITE had tendered their resignation from the office of Joint
Managing Director vide resignation letter dated 07/09/2024. The board took note of the
same.
Mrs. Sejal Sagar Terane were appointed as Non Executive Director of the company w.e.f
30.09.2024 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, inter alia, 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 Board's 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 DIRECTOR'S:
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 Board's 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 F.Y. 2024-25, 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 F.Y. 2024-25 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.
(f) 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 8 times during the year i.e. 29.05.2024, 14.08.2024, 07.09.2024,
21.09.2024 11.10.2024, 14.11.2024, 16.12.2024, 14.02.2025. The particulars of the meetings
held and attended by each Director during the Financial Year 202425 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
III) 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 Company's 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 31st March, 2025 stood
at Rs.20,09,97,000/- comprising of 20,09,97,000 Equity Shares of Rs.1/- 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.
During the year under review, the Company undertook a sub-division (stock split) of its
equity shares to improve liquidity, making the shares more affordable for small investors,
and to widen the shareholder base. Pursuant to the approval of the Members, each equity
share of face value of Rs.10/- (Rupees Ten only) was sub-divided into face value of Rs.1/-
(Rupee One only) each.
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 Company's Policy on materiality of Related Party Transactions and
dealing with Related Party Transactions, as approved by the Board of Directors, is
uploaded on the Company's website and can be accessed at web link:
(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 employee's remuneration is provided in
Corporate Governance Report and Annexure V & VI to this Report.
Remuneration from Subsidiary
During year under consideration, Mr. Shivaji Mohite, Managing Director and Mrs. Monika
Mohite, Joint Managing Director (Resigned from Mohite industries Limited vide resignation
letter dated 07.09.2024) & Mr Dhruv Mohite, Director of the Subsidiary Company i.e.
M/s. Solitaire Construction Private Limited, are receiving remuneration of Rs.3,00,000/-
p.m. and Rs.2,00,000/- p.m. & Rs.50,000/- 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 Company's operations in
future.
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 7th
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:
Mr. Sachin Bidkar, Practicing Company Secretary, Kolhapur was appointed to conduct the
Secretarial Audit of the company for the financial year 2024-25, as required under section
204 of the Act.
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial
Audit Report in form MR-3 received from Mr. Sachin Bidkar, Practicing Company Secretary,
Kolhapur (Membership No. 27380, CP No.14666) is appended as Annexure III and forms part of
this Report.
Further as per the requirements of the Listing Regulations, Secretarial Auditors of the
unlisted material subsidiary of the Company have undertaken secretarial audit of such
subsidiary for financial year ended 31st March, 2025. The Secretarial Audit
Report in Form MR-3 of such unlisted material subsidiary viz. Solitaire Constructions
Private Limited is appended as Annexure- IV. There are no qualifications, adverse remarks
in the said Secretarial Audit Report.
29. INTERNAL AUDITOR:
M/s N. M. Pathan & Co, Chartered Accountants, Kolhapur (Proprietor - Mr. Neehal
Pathan, Membership No. 130017) were appointed as Internal Auditor of the Company for F.Y.
2024-25.
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 F. Y.
2025-26.
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 2025-26 at a remuneration of Rs.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 F.Y. 2025-26 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 2024-25. Details of violation and comments of the board
thereon are as below-
Sr. No |
Compliance Requirement (Regulations/ Circulars / Guidelines Including
Specific Clause) |
Deviation |
Comments of Board of directors |
1 |
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 & as sure 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
(U45202PN2003PTC018306), belongs to same Promoter Group as that of your Company and 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 Company's website (www.mohite.com/InvestorsRelations/Corporate
Governance)
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 Company's Website www.mohite.com.
The Company doesn't 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 VII.
34. CONSOLIDATED FINANCIAL STATEMENTS :
The Audited Consolidated Financial Statements of the Company for the year ended 31st
March, 2025 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 VII.
36. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE,2016 :
No application has been made or any proceeding is pending under the IBC, 2016.
37 DIFFERENCE IN VALUATION:
The company has never made any one-time settlement against the loans obtained from
Banks and Financial Institution and hence this clause is not applicable.
38 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 |
SHIVAJI MOHITE |
ABHAY BHIDE |
MOHITE INDUSTRIES LIMITED |
Managing Director |
Whole-time Director |
Place : Vadgaon, Kolhapur |
DIN 00425441 |
DIN 05307473 |
Date : 14/08/2025 |
|
|
|