Dear Members,

The Directors take pleasure in presenting the 37^th Annual Report on the business and operations of your Company along with the Audited Standalone and Consolidated Financial Statement for the year ended 31^st March, 2019.

1. COMPANY’S PERFORMANCE:

Your Company’s financial performance for the year under review has been encouraging. During the year under review, the Company has achieved a gross turnover of 6,331.01 Lakhs in comparison to previous year’s turnover which amounted to Rs. 6,236.28 Lakhs which represents an increase of 01.51% over the previous year. Key aspects of Consolidated and Standalone Financial Performance of your company for the current financial year 2018-19 along with the previous financial year 2017-18 are tabulated below:

2. FINANCIAL HIGHLIGHTS:

(Rs.in Lakhs)

3. DIVIDEND AND RESERVES :

- Dividend

The Directors recommend for your consideration a final dividend of 10% (Rs. 1 per Equity Share) for the Financial Year 2018-19. The proposed dividend (including Dividend Distribution Tax) will absorb Rs. 145.87 Lakhs. (Previous year Rs. 1 per Equity Share).

- Transfer to Reserves

During the year under review, no amount was transferred to General Reserves.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

In accordance with the provisions of the Companies Act, 2013 and Regulations 34 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Management Discussion and Analysis report is Annexed ‘A’ hereto and forms an integral part of this report.

Discussion on state of Company’s affairs has been covered as part of the Management Discussion and Analysis and also under section highlights of important assignment.

5. HIGHLIGHTS OF DEPARTMENT

Overview of the industry, important changes, achievements, and results thereof during the last financial year have been mentioned in the Annexure ‘B’.

6. DIRECTORS :

- Pursuant to Article 171 of the Articles of Association of the Company Mr. Ajay Agarwal (DIN: 00200167) who retires by rotation and being eligible, offers himself for re-appointment.

Your Board recommends re-appointment of Mr. Ajay Agarwal (DIN: 00200167) at the ensuing Annual General Meeting. A brief resume, nature of expertise, details of directorships held in other companies and other information of Mr. Ajay Agarwal (DIN: 00200167) proposing re-appointment pursuant to the provisions of the Companies Act, 2013 and Listing Obligations & Disclosure Requirement Regulations 2015 is appended as an annexure to the notice of ensuing Annual General Meeting.

- Ms. Maya Sinha (DIN: 03056226) ceased to be a Director on the Board of the Company with effect from 29^th August 2018.

- Dr. Pradeep Bavadekar (DIN:00879747) was re-appointed as a managing director of the company for a period of three years from 1^st June, 2018 to 30^th June, 2021

- Pursuant to withdrawal of nomination by Small Industries and Development Bank of India, Mr. Ajit Nath Jha (DIN: 7336889) has resigned from the post of the Directorship of the Company w.e.f. 10^th January,2019

- Pursuant to Section 161 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made there under (including its statutory modification or re-enactment thereof), Mr. Anand Chalwade (DIN: 02008372), Mr. Ajay Agarwal (DIN: 00200167) and Mr. Sanjay Phadke (DIN: 07111186) were appointed as Additional Directors on the Board of the Company with effect from 19^th September, 2018 and the same was regularized vide resolution passed by Shareholders through postal ballot dated 21.02.2019

- Mr. Aniruddha Joshi (DIN: 00122117) resigned from the post of Directorship of the Company w.e.f. 19^th September, 2019.

- Mr. Abhijeet Modak resigned from the post of Company Secretary and Compliance Officer (Key Managerial Personnel) w.e.f. 18^th September, 2018.

- Ms. Ankita Agarwal was appointed as a Company Secretary and Compliance Officer (Key Managerial Personnel w.e.f. 19^th September, 2018

- notice of Disclosure of General Interest pursuant to Section 184 (1) of the Companies Act, 2013 disclosing interest in other bodies corporate/ firms and declaration under Section 164 (2) of the Companies Act, 2013 were received from all the Directors of the Company. And none of the Director is disqualified.

- All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

7. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board Members evaluated the performance of individual directors based on their participation in the Board Meetings and Meeting of the Committees of the Board and also as per criteria laid down in policy for evaluation of performance of Board Members.

Independent Directors also evaluated the performance of the Non Independent Directors in their separate meeting held on 21^St February, 2019.

8. MEETINGS OF THE BOARD

During the financial year 2018-19, Six (6) Board Meetings were convened on 10.04.2018, 29.05.2018, 17.07.2018, 19.09.2018, 13.11.2018, 21.02.2019.

The attendance of the Board Members at the said meetings are as under:

9. COMMITTEES OF THE BOARD

i. Audit Committee

As on 31^st March 2019, the Committee comprised of the following:

The audit committee meetings are usually attended by the Managing Director, Chief Financial Officer, the representatives of Statutory Auditors and Internal Auditors as and when necessary. The Company Secretary acts as a Secretary of the Committee.

The previous Annual General Meeting of the Company was held on 29.08.2018, which was attended by Mr. Jagannath Dange and Ms. Archana Lakhe members of the Audit Committee.

The dates on which the Audit Committee Meetings were held and the attendance of the Members at the said meetings are as under:

ii. Nomination and Remuneration Committee

As on 31^st March 2019, the Committee comprised of the following

The previous Annual General Meeting of the Company was held on 29.08.2018 which was attended by Mrs. Archana Lakhe and Mr. Jagannath Dange of the Nomination and Remuneration Committee.

The dates on which the Nomination and Remuneration Committee Meetings were held and the attendance of the Members at the said meetings are as under:

iii. Corporate Social Responsibility (CSR) Committee

As on 31^st March 2019, the Committee comprised of the following:

iv. Stakeholders Relationship Committee: As on 31^st March 2019, the Committee comprised of the following:

During the year, the Committee meeting was held on 29.05.2018 which was attended by Mrs. Archana Lakhe and Dr. Pradeep Bavadekar and Mrs. Maya Sinha was unable to attend the meeting.

10. SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place policy for Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Board of Directors of the company has also constituted an Internal Complaints Committee in this regard to redress complaints. During the year under review, there were no complaints received pursuant to the aforesaid Act.

11. KEY MANAGERIAL PERSONNEL (KMP):

During the year under review, the following persons were Key Managerial Personnel:

During the year, Mr. Abhijeet Modak resigned as a Company Secretary w.e.f. 18^th September, 2018 and Ms. Ankita Agarwal was appointed as a Company Secretary w.e.f. 19^th September, 2018.

12. AUDITORS :

- STATUTORY AUDITOR:

During the year under review, the Company has received resignation Letter dated 17^th May, 2019 from Statutory Auditors of the Company M/s. Joshi & Sahney, Chartered Accountants, Pune.

Further the Company has received a profile from M/s J. Singh & Associates, Chartered Accountants, Mumbai who has shown their interest to work with the Company as a Statutory Auditor.

- AUDITORS REMARK

The comments of the Auditors read together with the Notes to Accounts are self-explanatory and do not call for further explanation.

- INTERNAL AUDITOR

M/s Galgali Sarco are appointed as an Internal Auditors of the Company for the Financial Year 2019-20.

- TAX AUDITOR

M/s Shahane & Co., Chartered Accountants, Pune are appointed as Tax Auditors of the Company for the Financial Year 2019-20 in terms of section 44AB of the Income Tax Act, 1961.

- SECRETARIAL AUDITOR

In terms of the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, M/s SVD & Associates a firm of Company Secretaries in Practice was appointed to undertake secretarial audit of the company for the year ended 31^st March, 2019.

Secretarial Audit report in prescribed Form No. MR 3 is enclosed as Annexure ‘C’ to this report.

Compliance with Secretarial Standards:

The Company has complied with all the provisions of Secretarial Standards on Board meeting and General Meetings issued by the Institute of Company Secretaries of India and approved by the Central Government.

There is no remark from the secretarial auditor for the year under review except the following:

- The Company has not filed E-Form MGT-14 for some of the resolutions passed at the Board Meetings held on 29th May, 2018, 17^th July, 2018, 19^th September, 2018 & 21^st February 2019 till the close of Financial Year.

- The intimation to stock exchange about trading window closure for the period from 12^th October, 2018 till 15^th November, 2018 could not be verified from the records of the Company.

- Company has submitted annual report under regulation 34 (1) of SEBI (LODR), 2015 to Stock Exchange beyond the prescribed time period.

Management Reply:

- The Company has filed the above mentioned forms after the close of the financial year. However, Form MGT 14 required to be filed for resolutions passed on 29^th May, 2018 and 17^th July, 2018 are under process.

- The respective intimation was not made to the Exchange due to technical error or non-working of the portal.

- The delay took place in view of transition of the position of the Compliance Officer.

13. SHARE CAPITAL :

There has been no change in the share capital of the Company.

Following is the share capital structure of the Company.

Authorized share capital of the Company is Rs. 25, 00 00 000 (Rupees Twenty Five Crores) divided into 2, 50, 00,000 Equity Shares of Rs. 10/- each.

Paid up share capital of the company is Rs. 12, 10, 00,000/-(Rupees Twelve Crore Ten Lakh Only) divided into 1, 21, 00,000 Equity shares of Rs. 10/- Each.

14. DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

15. CORPORATE GOVERNANCE :

The provisions of Corporate Governance as stipulated by Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements), 2015 are not applicable to the Company.

16. EXTRACT OF ANNUAL RETURN :

In compliance with provisions of Sections 134(3) (a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on March 31, 2019, in prescribed Form No. MGT -9 is given in Annexure ‘D’to this Report.

17. CORPORATE SOCIAL RESPONSIBILTY

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure ‘E’.

18. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The provisions relating to disclosure of details regarding Energy Consumption, both total and per unit of production and technology absorption are not applicable as the Company is engaged in the business of providing consultancy services and conducting training programmes.

Your Company carries out its operations in an environmental friendly manner and is on the look-out for different ways & means to reduce the consumption of energy in its operations.

19. FOREIGN EXCHANGE EARNINGS & OUTGO :

An amount of Rs. 153.12 Lakhs (US$ 214537 and EUR 13881.81) were received during the year on account of Professional fees and reimbursement of expenses. (Previous Year Rs. 11.96 Lakhs (US$ 18491,)

Expenditure in Foreign Currency during the year was Rs. 28.55 Lakhs (US $ 3471.47, UGX 593750.02 and SAR 5425.33) (Previous Year Rs. 9.48 Lakhs (US $ 14698). During the year Company has imported Solar Panels for its subsidiary under EPC Contract Rs.10, 50, 51,809/- (US $152799.92)

20. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013

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 to the Financial Statements forming part of this Annual Report.

21. PARTICULARS OF EMPLOYEES :

During the year under review none of the employee of the Company was in receipt of remuneration of more than Rs.60 Lakhs per annum or Rs. 5 Lakhs per month if employed for part of the year except Managing Director. As on 31^st March, 2019 the Company has 188 employees.

22. PARTICULARS OF RELATED PARTY TRANSACTIONS

During the year, no transaction with related parties was in conflict with the interests of the Company. All transactions entered into by the Company with related parties during the financial year were in the ordinary course of business and on an arm’s length pricing basis. The Company did not enter into any transaction with its Key Managerial Personnel. Statements of transactions with related parties are periodically placed before the Audit Committee and are approved. Material related party transactions were entered into by the Company only with its subsidiaries. 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 Annexure ‘F’ to this Report. In compliance with Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the policy on dealing with Related Party Transactions as approved by the Board has been hosted on the Company’s website www.mitconindia.com

23. RISK MANAGEMENT

The Board of Directors of the Company has delegated the responsibility to frame, implement and monitor the risk management plan for the Company to the Audit Committee. The 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 in place a 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 www.mitconindia.com

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

24. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

The Company has five (6) wholly owned subsidiaries as on March 31, 2019. Further to inform there are two (1) associate companies and company does not have any joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

Pursuant to the first proviso to Section 129(3) of the Companies Act, 2013 (‘Act’) and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014, salient features of the financial statements, performance and financial position of each subsidiary and joint venture are given in Form No. AOC - 1 as Annexure ‘G’ to this Report

There has been no material change in the nature of the business of the subsidiaries.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries are forming part of this Annual Report.

Details of Holding, Subsidiary, Associate and Joint venture have been mentioned in extract of Annual Return MGT 9.

25. POLICIES OF THE COMPANY:

The Board ensured that all the below mentioned company policies remain consistent with changes in legislation. The policies are annexed hereto as Annexure ‘H’ and form an integral part of this Report. The revised policies have been hosted on the official website of the company (www.mitconindia.com).

1. Audit Committee Policy

2. Nomination and Remuneration Policy

3. Corporate Social Responsibility

4. Stakeholders’ Relationship Committee Policy

5. Risk Management Committee Policy

6. Whistle Blower Policy

7. Related Party Transaction Policy

8. Policy on determination of Materiality

9. Policy on Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

10. Policy on Code Of Conduct For Prevention Of Insider Trading

11. Policy on Code of Conduct for Independent Director

12. Sexual Harassment Policy

26. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

27. INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms an integral part of this Report.

28. VIGIL MECHANISM /WHISTLE BLOWER

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.

29. RESPONSIBILITY STATEMENT :

In compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Act, your Directors confirm:

- In preparation of Standalone and Consolidated annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

- We 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 state of affairs of the company at the end of the financial year and of the Profit of the company for that period.

- We had 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.

- We have prepared the Standalone and Consolidated Annual Accounts on a going concern basis.

- Internal Financial Controls as laid down were adequate and were operating effectively.

- A proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the Regulators, Court, Tribunals impacting the company’s going concern status and operations in future.

31. ACKNOWLEDGEMENTS

Your Directors commend all employees of the Company for their continued dedication, commitment, hard work and significant contributions. They also wish to express their deep gratitude to various departments of the Central and State governments, banks, financial institutions, business associates, customers, distributors, suppliers, Vendors, Investors, analysts, medical professionals and members for their whole-hearted support and cooperation

ON BEHALF OF THE BOARD OF DIRECTORS

For MITCON CONSULTANCY & ENGINEERING SERVICES LIMITED

Sd/- Sd/-

MR. J. P. DANGE DR. PRADEEP BAVADEKAR

CHAIRPERSON MANAGING DIRECTOR

(DIN 03056226) (DIN:00879747)

PLACE: PUNE

DATE: 13^th JUNE, 2019