a) Rights, preferences and restrictions attached to shares:

The company has one class of equity shares having a par value of INR 10/- per share. Each equity holder is entitled to one vote per share and have a right to receive dividend as recommended by Board of Directors subject to necessary approval from the shareholders.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

# - 12,000,000 Equity Shares of KWDPL are pledged with Axis Trustee Services Ltd. for term loan of INR 420,000,000/- availed by KWDPL from L & T Infrastructure Finance Company Limited.

## - During the year the company converted partial loan given to M/s Krishna Windfarms Developers Private Limited of INR.75,000,000/-into 75,00,000 compulsarily convertible debentures (@ 10.50% p.a.) of Rs.10/- each, convertible into Equity Shares after fifteen months.

1 Utilisation of Incubatee Grant

a) Technology Development Board (TDB), Govt. of India has approved scheme ‘Seed Support System for Start-ups in Incubators’ for providing financial assistance as seed support for start-ups in the MITCON incubator as growth oriented initiative between the TDB and MITCON. The scheme is to make available early stage financial assistance as seed support for start-up units located at the MITCON incubator for further development and precommercialization of technologies. Accordingly MITCON has received grant of INR 4,000,000/- from TDB during the year ended 31st March, 2012. Term Loan disbursed and outstanding to incubatees aggregating to INR 2,390,653/- outstanding as on 31st March, 2019 is classified as current / non current assets. Refund to TDB / Disbursement against this grant has been deducted from Grant received. Grant remaining unutilised aggregating to INR 4,820,317/- being repayable on demand is classified under current liability.

b) Interest received on deployment of unutilised grant amount and interest received on loans disbursed to incubatee, is credited to grant (net of taxes).

2 Disclosure pursuant to Accounting Standard (AS 15) - Revised 2005 “Employee Benefits”

A Defined contribution plans:

The company has recognized the following amounts in the Statement of Profit & Loss for the year :

i Contribution to employees provident fund INR 6,221,138/- (P.Y. INR 6,407,650/- )

ii Contribution to employees family pension Fund INR. 2,155,092/- (P.Y. INR 2,292,070/-)

B Defined benefit plans - Gratuity

The company makes annual contribution to the Life Insurance Corporation of India, a funded defined benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part there of in excess of 6 month. Vesting occurs only upon completion of 5 years of service except in case of death or permanent disability. The present value of defined benefit obligation and the related current service cost are measured using the Projected Unit Credit Method with actuarial valuation being carried out at the balance sheet date.

C The company provides for accumulation of compensated absences by its employees. The employees can carry forward a portion of the unutilised compensated absences and utilise it in future periods to receive cash in lieu thereof as per company policy. The company records an obligation for compensated absences in the period in which the employee renders the service that increases this entilement The total liability recorded by the company towards this benefit as at 31 March, 2019 is INR 14,203,469/-(Previous Year INR 12,894,662/-).

3 The Company has entered into operating lease arrangements for office space. Lease arrangements provide for cancellation by either ofthe parties and also contain a clause for renewal of the lease agreement. Lease payments and receipts on cancellable operating lease arrangements debited / credited to Statement of Profit and Loss are as under.

4 Related Party Disclosures Under Accounting Standard 18 - “Related Party Disclosures”, have been identified on the basis of representation made by the Management and taken on record by the Board of Directors and relied upon by the auditors. Disclosures of transactions with Related Parties are as under:

a Related Parties

Subsidiary of Company

Krishna Windfarms Developers Private Limited (KWDPL)

MITCON Sun Power Limited (MSPL)

MITCON Forum for Social Development (MFSD)

MITCON Trusteeship Services Private Limited (MTSPL)

MITCON Valuers & Advisors Private Limited (MVAPL)

Subsidiary of MSPL

MITCON Solar Alliance Limited (MSAL)

Associate :

MITCON Insolvency Professinal Services Private Limited (MIPSPL)

Related Party where significant influence exists:

Mitcon Foundation (Charitable Trust) (Common Managing Director and Managing Trustee)

Key Management personnel:

Dr. Pradeep Bavadekar, Managing Director

5 Balances of trade receivables and trade payables are subject to reconciliation and confirmation by respective parties.

6 Tuition fees received from MKCL

MITCON is a Training provider to Maharashtra Knowledge Corporation Limited (MKCL) for their MS-CIT and other courses. Fees of these training courses are directly collected by MKCL. On completion of these training programmes Tuition fees are shared by MKCL with the Company as per the Terms of Agreement. However as the Company’s share of fees is not independently determinable by the Company prior to actual receipt thereof, these are accounted for on receipt basis.

7 Segment Reporting

Based on the guiding principle given in the Accounting Standard-17 “Segment Reporting’ issued by the Institute of Chartered Accountants of India, the company’s Primary Segments are

1 Consultancy and Training

2 Project Services

3 Wind Power Generation

The above business segments have been identified considering :

a. The nature of the products/ operation

b. The related risks and returns

c. The internal financial reporting systems of the organization.

Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis.

8 i During the year ended 31st March, 2019 the company has incorporated wholly owned subsidiary companies viz.

a) MITCON Sun Power Limited (paid up capital of INR 100,000/-),

b) MITCON Forum for Social Development (paid up capital of INR 100,000/-)

c) MITCON Valuers and Advisors Private Limited (paid up capital of INR 100,000/-) and

d) MITCON Trusteeship Services Private Limited (paid up capital of INR 23,000,000/-)

ii During the year ended 31st March, 2019, the company’s subsidiary viz. MITCON Sun Power Limited (MSPL) has incorporated a subsidiary in association with Pudumjee Paper Products Limited viz. MITCON Solar Alliance Limited in which the MSPL holds 50.01% Equity interest .

iii During the year ended 31st March, 2019, the Company has invested INR 11,074,000/- (including premium of INR 11,025,000/-) for acquisition of 4,900 Equity Shares of INR 10/- each, being 49% of the paid up Equity share capital of Versatile Insolvency Professional Services Private Limited. Subsequently the name of the company was changed to MITCON Insolvency Professional Services Private Limited (MIPSPL). MIPSPL is an Associate Company.

iv On 23rd March, 2019, through postal ballot, shareholders approved the acquisition of 51% (25,500 equity shares) of the share capital of Shrikhande Consultants Private Limited (SCPL) from shareholders of SCPL and to issue upto 16,28,077 equity shares of the Company having face value of INR 10/- each at premium of INR 42/- each for consideration other than cash by way of preferential allotment to the shareholders of SCPL. Allotment of equity shares of the company is pending as on 31.3.2019.

9 i During the year the company acquired additional 51% equity shares of Krishna Windfarms Developers Private Limited (KWDPL) on 20th February, 2019 whereby KWDPL has become a wholly owned subsidiary of the company. The Equity holding of the Company in KWDPL is 12,000,049 Equity shares of Face Value of INR 10/- each, aggregating to INR 120,388,690/-

KWDPL has during the year ended 31st March, 2018 availed Term Loan facility °f INR 420,000,000 from L & T Infrastructure Finance Company Ltd. As security against this loan, the company has -

(a) pledged its investment in 1,20,00,000 equity shares of KWDPL aggregating to face value of INR 120,000,000/- with Axis Trustee Services Ltd.

(b) issued

Corporate Guarantee of INR 420,000,000 in favour of L & T Infrastructure Finance Company Ltd

During the year, company has partly converted existing loan given to Krishna Windfarms Developers Private Limited into 75,00,000, 10.50% Compulsorily Convertible Debentures of INR 10/- each aggregating to Rs.7,50,00,000/- The debentures issued are convertible into equity shares after 15 months from the date of issue. There is no payment schedule specified in respect of interest due on debentures. Debenture interest outstanding as on 31st March, 2019 is INR 3,926,714/Balance of loan outstanding as on 31st March, 2019 is INR 148,149,525/-, interest outstanding thereon is INR 24,650,634/- and trade receivable outstanding is INR 7,910,859/-

ii The company has given intercorporate loan to MITCON Solar Alliance Limited (MSAL) during the year ended 31st March, 2019 amounting to INR270,917,324/-out of which INR 170,917,324/- is outstanding and interest outstanding thereon is INR 4,876,191/-

iii The company has given intercorporate loan to MITCON Sun Power Limited (MSPL) during the year ended 31st March, 2019 amounting to INR 9,600,000/- which is outstanding and interest outstanding thereon is INR 376,136/The solar power projects of KWDPL, MSAL and MSPL are fully operational as on balance sheet date. Subsidiaries are negotiating with existing / propective lenders and are in process of switching lender in order to get benefit of reduced finance cost to improve profitability. Based on certain estimates like future business plans, growth prospects and valuation report of independent valuer, the management is of the opinion that above stated inter corporate loans, interest on inter corporate loans and trade receivable are good and recoverable and investment in debenture and equity of the subsidiaries does not require any reduction in value of investment.

10 i During the year, MITCON Multiskills Limited, a subsidairy company has been struck off from the the Register of Companies under section 248(5) of the Companies Act, 2013 vide letter dated 27th March, 2019 received from Office of the Registrar of Companies, Pune.

ii During the year entire stake of 26% held by the company in MITCON Megaskill Centers Private Limited (MMCPL) has been disposed off and sold . Consequently MMCPL has ceased to be an Associate of the Company.

11 Para 5 of the Memorandum of Association of MITCON Forum for Social Development (MFSD) prohibits payment or transfer of profit to the member by way of dividend, bonus or otherwise. Para 10 of the Memorandum of Association of MFSD prohibits distribution of remaining assets of the company on winding up or dissolution to the members. As the company will not recover any amount from the investment made in MFSD in future, company has written down the value of investment in MFSD to INR 1/-

12 Provision for current tax is made on the basis of taxable profits computed for the current accounting period in accordance with provisions of the Income Tax Act, 1961. The company has estimated its income tax liabilities according to the Tax Laws. Management makes interpretation in terms of application of tax laws and rules to determine the possible outcome of tax provisions taken. Provision is made for income Tax annually, based on the tax liability computed after considering tax allowances and exemptions.

13 The Board of Directors have proposed final dividend of INR 1/- per equity share (10%) of INR 10 each for the financial year 2018-19 (P Y INR 1/- per Equity Share)

14 Previous years figures have been re-grouped , reclassified wherever necessary to make them comparable with current year’s figures