r m mohite industries limited secretary mr. sachin g. bidkar company secretary & compliance...

RR M MOHITE INDUSTRIES LIMITED

Directors' Report 1

Note on Corporate Governance 6

Audi or's Report on Corporate Governance 14t

Management Disc ssions & Analysis 15u

Auditors' Report 17

Balance Sheet 21

Profit a d Loss Account 22n

Cash Flow Statement 23

Notes to Accoun s 24t

COMPANY SECRETARYMr. Sachin G. BidkarCompany Secretary & Compliance Officer

Ambai Hydro Power ProjectDudhganga Dam Foot,A/P. - Dudhganga Nagar,Tal-Radhangari, Dist-Kolhapur.

Radhanagar i Hydro Power ProjectDam foot, Radhanagari Dam, A/p-Fejiwade,Tal - Radhangari, Dist-Kolhapur.

HYDRO POWER PROJECTS

REGISTERED OFFICE R. S. No.347, Ambapwadi PhataOff. NH-4, Vadgaon, Tal-Hatkanangale,Dist-Kolhapur INDIA 416112Phone - +91 230 2471230 to 33 Fax - +91 230 2471229email - [email protected] - mohite.com

STATUTORY AUDITORS Moreshwar G. DeshpandeChartered AccountantsF-2, Mayureshwar Appt.,City High School Road, Sangli 416 416

BANKERSBank of Baroda, Shahupuri, KolhapurIDBI Bank Ltd, Nariman Point, MumbaiState Bank of India, Udyamnagar, Kolhapur

INTERNAL AUDITORSKunte & ChauguleChartered Accountants

ndAyodhya Towers, 2 Floor,Station Road, Kolhapur 416 001

BOARD OF DIRECTORS

Mr. Shivaji R. MohiteMrs. Monika S. MohiteMr. Abhay S. BhideCA Neehal M.PathanMr. Sanjay D PatilMr. Dhiraj S. PatilMr. Ranjeet D. PatilMr. Sangramsinh S. NimbalkarCA. Vijay M. NawandharMr. Shankar H. Patil

Chairman & MDJoint MDExecutive Director & CEONon-Executive DirectorIndependent Director up to 18-07-2014Independent Director up to 07-12-2013 Independent DirectorIndependent DirectorAdditional DirectorAdditional Director

1

The performance of the Company has been comprehensively covered in the Management Discussion andAnalysis Report.

2. DividendWith a view to plough back the Profits, Board of Directors do not recommend the payment of dividend for thefinancial year 2013-14.

3. Report on Corporate Governance and Management Discussion & AnalysisThe Company has complied with clause 49 of the Listing Agreement pursuant to SEBI guidelines,accordingly, report on Corporate Governance and Management Discussion & Analysis are enclosed andform part of this Report.

5. InsuranceAdequate insurance cover has been taken for the properties of the Company including building, plant &machineries and stock.

6. DirectorsIn accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies(Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Neehal M.Pathan, Non-Executive Director of the Company, retire by rotation at the ensuing Annual General Meetingand being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

DIRECTORS' REPORTDear Shareholders,

rdYour Director's have pleasure in presenting the 23 Annual Report of the Company along with the AuditedstFinancial Statements andAuditor's report for the year ended 31 March, 2014.

1. Financial Results :The salient features of the performance of the year are as follows: -

For the year endedFor the year ended on

st31 March 14

For the year ended on

st31 March 13

( ` in Lacs)

Gross TurnoverProfit Before TaxationProvision for TaxationNet ProfitAfter TaxationBalance of Profit Brought ForwardProfit available for appropriationsAppropr iations :Dividend ( Inclusive of Dividend Tax )Transfer to Capital Redemption ReserveProfit Carried to Balance Sheet

20426.11700.14

30.85669.29

4625.145294.43

--

5294.43

13923.96429.54

30.34399.20

4225.944625.14

--

4625.14

In terms of provisions of Section 149 and 152 of the Companies Act, 2013 which became effective fromst1 April, 2014, an Independent Director of a Company can be appointed for a term of five consecutive

years and shall not be liable to retire by rotation.To comply with the above provisions, it is proposed to appoint Mr. Shankar H. Patil, Mr. Ranjit D. Patil,Mr. Sangramsinh S. Nimbalkar & Mr. Vijay M. Nawandhar as Independent Directors of the Company

stfor a period up to 31 March, 2016, who shall not be liable to retire by rotation. Your Board recommendstheir appointment.The Company has received declaration from all the Independent Directors of the Company confirmingthat they meet the criteria of independence as prescribed both under sub-section 149 of the CompaniesAct, 2013 and under clause 49 of the ListingAgreement with the Stock Exchange.Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of the

rdListingAgreement with BSE Limited are given in the Notice convening 23 Annual General Meeting.During the period Mr. Dhiraj S. Patil & Mr. Sanjay D. Patil are resigned from their post of Director andMr. Vijay M. Nawandhar & Mr. Shankar H. Patil were appointed as Independent Directors of theCompany.

7. Directors Responsibility Statement:On the basis of compliance certificate received from the concerned officials of the Company and subjectto disclosure in theAnnualAuditedAccounts & on the basis of the discussion with the StatutoryAuditorsof the Company from time to time, we state:i) that in the preparation of the annual audited accounts, the applicable accounting standards read with

requirements set out under Schedule VI of the Companies Act, 1956 have been followed and thereare no material departures from the same.

ii) that the Directors have selected appropriate accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fair view of

stthe state of affairs of the Company as at March 31 , 2014 and of the profit of the Company for theyear ended on that date.

iii) that the Directors have taken proper and sufficient care to ensure the maintenance of adequateaccounting records in accordance with the provisions of the CompaniesAct, 1956 for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities, and

iv) that the Directors have prepared the annual accounts on a going concern basis.

8. AuditorsMoreshwar G. Deshpande, the Statutory Auditors of the Company, retire at the ensuing Annual GeneralMeeting of the company and being eligible, offer themselves for re-appointment. The Auditors haveconfirmed that, they satisfy the criteria provided under Section 141 of the Companies act, 2013 (‘theAct’) and their re-appointment, if made, would be in compliance with the conditions prescribed underthe Act.

9. Cost AuditorsAs per the Section 233B of the CompaniesAct, 1956 an impending directions being issued by the CentralGovernment under section 148(1) of the Companies Act 2013, subject to the approval of the CentralGovernment, the Audit Committee has recommended and your directors have appointed Shri. S. V.Vhatte, Cost Accountant, Solapur being eligible and having sought re-appointment, as Cost Auditor ofthe Company, to conduct cost audit of the products manufactured by the Company.

2

3

10. Conservation of Energy, TechnologyAbsorption, Foreign Earnings and OutgoA statement giving details of conservation of energy, technology absorption, foreign exchange earningsand outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 is annexed and markedAnnexure ‘A’and forms part of this Report.

11. Cash FlowAnalysisIn conformity with the provisions of clause 32 of the ListingAgreement the Cash Flow Statement for the

styear ended 31 March, 2014 is annexed hereto.

12. Listing of Equity SharesThe Equity Shares of your Company are presently listed on Bombay Stock Exchange Limited, (BSE).The Company has duly paid the listing fees to Bombay Stock Exchange Limited for the financial year2014-2015.

13. Depository SystemAs the members are aware, your Company’s shares are tradable compulsorily in electronic form andyour Company has established connectivity with both the depositors, i.e. National SecuritiesDepositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system, members are requested to avail the facility ofdematerialization of the Company shares on either of the Depositories as aforesaid.

14. Par ticulars of Employees:The statement of particulars of employees required under Section 217(2A) of the Companies Act, 1956reads with the Companies (Particulars of Employees) Rules 1975. As no any employee is receivingsalary more than limits prescribed under this section, separate statement is not attached.

15. AppreciationYour directors wish to place on record their appreciation to employees at all levels for their hard work,dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled theCompany to remain at the forefront of the Industry despite increased competition from several existingand new players.

16. AcknowledgmentsThe Board desires to place on record its appreciation for the support and co-operation that the Companyreceived from all the customers, investors, marketing agents, clearing and forwarding agents, financialinstitutions, banker’s, insurance companies, consultants, advisors and shareholders for their continuedsupport. The company has always looked upon them as partners in its progress and has happily sharedwith them rewards of growth.Your Directors are grateful to Government of India, Ministry of Commerce, Ministry of Textiles, PortAuthorities and various authorities of Central and State Government for their co-operation and support.Your Directors look forward for their continued support.

Vadgaon : 416 112thDate : 14 August, 2014

For and on behalf of Board of Directors,

SHIVAJI MOHITE CHAIRMAN & MANAGING DIRECTOR

DIN : 00425441

4

Information under Section 217 (1)(e) of the Companies act, 1956 read with the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the

stfinancial year ended on 31 March 2014.

A. Conservation Of Energy(a) Energy Conservation Measures Taken:

The Company has been taking continuous steps to conserve the energy and minimize energy cost at all levels.

(b) Total energy consumption and energy consumption per unit of production in the prescribed Form 'A'Attached.

FORM ‘A’Form for disclosure of particulars with respect to conservation of energy

PARTICULARS

Power & Fuel Consumption Electricity :Total Consumption during the year : (Kwh)

Own Generation through :Hydro Power Project (Kwh)Purchased Units (Kwh)

Consumption per unit of Production of :CottonYarn Electricity

2013-14

2,40,76,68016,90,26,688

2,25,35,47715,41,203

2.75

2012-13

2,54,76,60019,05,30,755

1,72,00,91982,75,681

3.57

A

B

B. TECHNOLOGYABSORPTION:Efforts made in TechnologyAbsorption as per Form ‘B’given below :

FORM BRESEARCH AND DEVELOPMENT (R & D)1. Specific areas in which R & D has been carried out by the Company:

R & D activities are carried out continuously to produce good quality ofYarn for exports.2. Benefits derived as a result of the above R & D :

With the result of the R & D activities carried out, the Company has been able to produce qualityYarn.3. Future Plan ofAction:

The Company continues its efforts to maximize its productivity and at the same time enhance quality ofits products.

4. Expenditure on R & DExpenditure on R & D has been shown under respective heads of expenditure in the profit and lossaccount as no separate account is maintained.

ANNEXURE 'A' TO THE DIRECTORS REPORT

5

TECHNOLOGYABSORPTION,ADAPTATIONAND INNOVATION :The Company is constantly making efforts to adopt latest technology wherever possible to improvequality of product, productivity and efficiency of the machineries. The company is also at acontinuous endeavor to improve the efficiency of process by way of deep study of new technologiesand exchange of information with other mills and machinery manufacturers.

C. FOREIGN EXCHANGE EARNINGSAND OUTGO:

(b) Total Foreign Exchange used and earned.The information on foreign exchange earnings and outgo is contained in note no. 24B(iv) of Notes tofinancial statements.


on behalf of Board


DIN : 00425441

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COMPANY’S CORPORATE GOVERNANCE PHILOSOPHYCorporate Governance refers to the systems and policies that influence a company's administration. It involveregulatory and market mechanism, and the roles and relationships between a company’s management, board,shareholders and other stakeholders.Corporate Governance at the R. M. Mohite Industries Ltd. is a continuing process. The group is committed to theadoption of best governance practices and there adherence in true spirit at all times. Your Company continuouslystrives to achieve excellence in Corporate Governance through its values-Integrity, Commitment, Passion,Seamlessness and Speed.

A. BOARD OF DIRECTORS(i) Composition :

The composition of the Board is in conformity with Clause 49 of the Listing Agreement, whichstipulates that 50% of the Board should comprise of Non-Executive Directors. Further, if theChairman is Executive Director, 50% of the Board should be independent.The Board of Directors comprises Chairman & Managing Director, Joint Managing Director, ExecutiveDirector & CEO and Five Non-Executive Directors, of which four are Independent Directors.

(ii) Meetings of the Board of DirectorsThe meetings of the Board of Directors are held at the Registered Office of the Company at‘Ambapwadi Phata, R.S. No. 347, Off. NH-4, Vadgaon – 416 112. During the year under review, 06Board meetings were held on 30-06-2013, 14-08-2013, 14-11-2013, 07-12-2013, 24-01-2014 & 14-02-2014. The Agenda and the Explanatory Notes are prepared in consultation with Chairman andManaging Director, for each meeting, and are circulated the same in advance to the Directors. EveryDirector is free to suggest the inclusion of the items on theAgenda.

NAME OF THE DIRECTOR POSITIONExecutiveMr. Shivaji R. Mohite Chairman & Managing DirectorMrs. Monika S. Mohite Joint Managing DirectorMr.Abhay S. Bhide Executive Director & CEONon ExecutiveCANeehal M. Pathan DirectorIndependentMr. Sanjay D. Patil (up to 18-07-2014) DirectorCAVijay M. Nawandhar DirectorMr. Ranjit D. Patil DirectorMr. Sangramsinh S. Nimbalkar DirectorMr. Shankar H. Patil Director

CORPORATE GOVERNANCE REPORT

Name of Director & Categoryof Directorship

No. of Boardmeetingsattended

Attendanceat lastAGM

No. of otherDirectorships

No. of outside Committeeposition(s) held

Member Chairman

The attendance of the Board of Directors at the Meetings held during the year, number of otherst,Directorships & Memberships of Committees as on March 31 2014 are as follows:

Mr. Shivaji R. Mohite.Mrs. Monika S .MohiteMr. Sanjay D. Patil (up to 18-07-2014Mr. Dhiraj S. Patil (up to 07/12/2013)CA. Neehal M. PathanMr. Ranjeet D. PatilMr.Abhay S. BhideMr. Sangramsinh S. NimbalkarMr. Vijay M. Nawandhar (w.e.f. 07/12/2013)Mr. Shankar H. Patil (w.e.f. 14/08/2014)

----------

211702-

01---

0302

YesYesYesYesYesYesYesYes

Yes*NA

0606060306060606020

*attendance in the capacity of Shareholder.

(iii) Information to the Board of Directors :The Board of Directors has complete access to the information within the Company, which includes :• Annual operating plan and budgets and any updates.• Capital budgets and any updates.• Quarterly results and result of operations.• Financing plans of the Company• Minutes of Meetings ofAudit and Nomination & Compensation Committees• Any materially relevant default, if any, in financial obligations to and by the Company or

substantial non-payment of goods sold,• Any issue, which involves possible public or product liability claims of substantial nature.• Developments in respect of Human Resources• Compliance or Non-compliance of any Regulatory, Statutory or Listing requirements and

investor service.

B. BOARD COMMITTEESThe Board currently has three committees: the Audit Committee, the Nomination & CompensationCommittee and the Shareholders'/Investors' Grievance Committee. The Board is responsible forconstituting, assigning and co-opting the Members of the Committee.

(i) Audit committee(a) TheAudit Committee is responsible for:

• Overseeing the Company's financial reporting process and disclosure of its financial information.• Recommending the appointment of the StatutoryAuditor & InternalAuditor and fixation of their

remuneration.

----------

7

NameMr. Neehal M. Pathan

Mr. Vijay M. NawandharMr. Sangramsinh S. Nimbalkar Mr. Ranjit D. Patil

StatusChairman/MemberChairmanMemberMember

No. of Meetings attended32235

The Audit committee adheres to the SEBI Guidelines in terms of quorum for its meetings,functioning, role and powers as also set out in the CompaniesAct, 1956.(ii) Nomination & Compensation Committee :

(a) Terms of reference: To review, assess and recommend the appointment of senioremployees and to review their remuneration packages.

(b) The Committee comprises three directors, all are non-executive directors. TheCommittee met Five times during the year on 30-05-2013, 14-08-2013, 14-11-2013,24-01-2014 & 14-02-2014. The attendance of Members of the Meetings was as follows:

• Reviewing and discussing with the StatutoryAuditor & InternalAuditor.• Reviewing major accounting policies and practices and adoption of applicable Accounting

Standards.• Disclosure of contingent liabilities.• Reviewing the risk management mechanisms of the Company• Reviewing compliance with Listing Agreement and various other legal requirements concerning

financial statements and related party transactions.• Reviewing the quarterly and half-yearly financial results and the annual financial statements

before they are submitted to the Board.• Reviewing operations, new initiatives and performance

(b) The audit Committee was formed in the year 2000 comprising of three directors, all are non-executive directors. The Committee met Five times during the year on 30-05-2013, 14-08-2013, 14-11-2013, 24-01-2014 & 14-02-2014. The attendance of Members of the Meeting was as follows:

Name

Mr. Ranjit Dinkarrao Patil

Mr. Neehal M. Pathan

Mr. Sangramsinh S. Nimbalkar

Status

Chairman

Member

Member

No. of Meetings attended

5

5

5

Chief Executive Officer is permanent invitee to the meetings of the Nomination &Compensation Committee.

c) Remuneration Policy :The objective of the remuneration is to motivate employees to excel their performance,recognize their contribution and retain talent in the organization and reward merit.Remuneration of employees largely consists of base remuneration, perquisites andperformance incentives. The components of the total remuneration vary from differentgrades and are governed by industry pattern, qualifications & experience of theemployee, responsibilities handled and individual performance, etc.

8

(iii) Shareholders’/Investors’Grievance Committee:(a) Terms of reference

• Redressal of investors’complaints.• Allotment of Shares, approval of transfer & transmission of shares, issue of

duplicate Share certificates and new certificates on split / consolidation /renewal etc.

• To approve the transfer of shares lodged with the Company.(b) Composition

The Shareholders’/Investors’ Grievance Committee presently comprisingChairman & Managing Directors and two Non-Executive Directors. During theyear, the Committee held Five meetings on 30-05-2013, 14-08-2013, 14-11-2013,24-01-2014 & 14-02-2014. The attendance of members at the said meetings was asfollows;

d) Details of remuneration paid to the directors are as follows: ( ` in Lacs)

Mr. Shivaji Mohite 48.08 -- -- -- 48.08Mrs. Monika Mohite 24.08 -- -- -- 24.08Mr. Sanjay Patil -- -- -- -- --Mr. Dhiraj Patil -- -- -- -- --Mr. Neehal Pathan -- 18.00 -- -- 18.00Mr. Ranjit Patil -- -- -- -- --Mr.Abhay S. Bhide 30.23 -- -- 0.09 30.32Mr. Sangramsinh S. Nimbalkar -- -- -- -- --

Name Salary Consultancy Fee Perquisites Contribution to PF Total

Name

Mr. Neehal M. Pathan

Mr. Shivaji R. Mohite

Mr. Sangramsinh S. Nimbalkar

Status

Chairman

Member

Member

No. of Meetings attended

5

5

5

(c) Name, Designation and Contact Details of Compliance OfficerSachin G. BidkarCompany SecretaryR. S. 347,Ambapwadi Phata, P. B. No. 1, Off. NH. 4,Vadgaon, Dist – Kolhapur 416112 Maharashtra – MHPhone 0230-2471230 e-mail - [email protected]

(d) During the year no complaints were received from the investors. As on Marchst31 , 2014, no any request involving transfer of shares was pending.

9

10

C. OTHER INFORMATION(i) Risk Management Framework:

The Company has in place mechanism to inform Board Members about the Risk Assessment andMinimization procedures and periodical reviews to ensure that risk is controlled by seniormanagement employees through the means of a properly defined framework.

(ii) Code of Conduct :The Company has laid down a code of conduct for all Board Members and Senior ManagementPersonnel of the Company. The declaration of Joint Managing Director given below.

To the Shareholders of R. M Mohite Industr ies Ltd.

Sub. Compliance with Code of Conduct

The Board has laid down a code of conduct for all Board Members and Senior Management of theCompany.

The Board Members and Senior Management have affirmed compliance with the Code of Conduct.

(iii) Annual General MeetingThe last three Annual General Meetings of the Company were held at registered office of theCompany at Vadgaon, Kolhapur (District –Kolhapur) as under:


MONIKA MOHITEJOINT MANAGING DIRECTOR

DIN : 00425614

The following Special Resolutions / Business were passed by the members at the last three AnnualGeneral meeting.

stAnnual General Meeting held on 21 September, 2013Nil

thAnnual General Meeting held on 29 September, 2012i) Appointment of Mr. Neehal M. Pathan, as Director of the Company.ii) Appointment of Mr. Ranjeet D. Patil, as Director of the Company.iii) Appointment of Mr.Abhay S. Bhide as Executive Director of the Company.iv) Appointment of Mr. Sangramsinh S. Nimbalkar as Director of the Company.v) Increase in remuneration of Mr. Shivaji R. Mohite, CMD of the Company.vi) Increase in the remuneration of Mrs. Monika S. Mohite Jt MD of the Company.vii) Ratification of the payment made to Mr. Neehal M. Pathan, Director of the Company.

thAnnual General Meeting held on 30 September, 2011i) Appointment of Shivaji R. Mohite as Chairman & Managing Director of the Company .

(iv) Disclosures:(a) During the year, there were no transactions of material nature with the Directors or the

Management or the subsidiaries or relatives that had potential conflict with the interest of theCompany.

st2012-2013 21 September, 2013 11.30 a.m.th2011-2012 29 September, 2012 11.30 a.m.th2010-2011 30 September, 2011 11.30 a.m.

Financial Year Date Time

11

(iii) Book Closure:thThe Register of member will remain closed from Saturday, the 20 September, 2014 to Friday, the

th26 September, 2014 (both days inclusive)

(iv) Listing of Equity shares on Stock Exchange:The shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). Listing fees forthe year 2014-15 has been paid to the Bombay Stock Exchange Limited. The Company has paidcustodial fees for the year 2014-15 to National Securities Depository Limited and Central DepositoryServices (India) Limited on the basis of number of beneficial accounts maintained by them on March31, 2014.

(v) Stock Code:BSE – 532140 ISIN No.INE154B01015

(vi) Corporate Identification Number of the CompanyL40108MH1990PLC058774

Event

i Annual Results of 2013-2014thii Quarterly results June 30 , 2014

iii Annual General Meetingthiv Quarterly results September 30 , 2014

stv Quarterly results December 31 , 2014stvi Quarterly results March 31 , 2015

Periodth30 May, 2014th14 August, 2014th27 September, 2014

Second Week of November, 2014Second Week of February, 2015Fourth Week of May, 2015

D. GENERAL SHAREHOLDERS’INFORMATION(i) Annual General Meeting :

thTheAnnual General Meeting of the Company has been convened on Saturday, 27 September, 2014 at10.30 a.m. at the registered office of the Company located at R.S. No.347,Ambapwadi Phata, Off. NH-4,Vadgao – 416 112, Kolhapur, Maharashtra State.

(ii) Financial Calendar :FinancialYear : April 1, 2014 to March 31, 2015

(b) There were no instances of non-compliance of any matter related to the capital markets, duringthe last three years.

(v) Means of communication:(a) Quarterly & Annual Results are published in prominent daily news papers viz. Sakal (Marathi

Newspaper) & The Free Press Journal (English Newspaper)(b) Information relating to the shareholding pattern is also available on website of Bombay Stock

Exchange Limited.(c) Management Discussion &Analysis forms integral part of thisAnnual Report.

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(viii)Registrar and Share Transfer Agent :Link Intime India Pvt. Ltd.,C-13, Pannalal Silk Mills Compound, L.B.S.Marg, Bhandup (West), Mumbai- 400078Phone :- 022-25963838 Fax :- 022-25946969

(ix) Share Transfer System:The Company’s shares are required to be traded in BSE compulsorily in dematerialized mode. Sharesin physical modes which are lodged for transfer are processed and returned within the stipulated time.

st(x) Distr ibution of Shareholding as on March 31 , 2014Shareholders

No. of SharesShareholding

Number Number %

Up to 50005001 – 1000010001 - 2000020001- 3000030001 - 4000040001 – 50000

50001 – 100000100001 & above

Total :

808146

683712191553

1158

69.7812.61

5.873.201.041.641.294.57

100.00

143288121515103179

907574212792545

1137241939256520099700

0.710.610.510.450.210.460.57

96.48100.00

%

April, 2013May, 2013June, 2013July, 2013August, 2013September, 2013October, 2013November, 2013December, 2013January, 2014February, 2014March, 2014

30.0027.1521.5017.5518.3020.8021.1516.3516.0025.1020.9015.95

26.5019.5515.4014.6013.3510.8515.1512.7014.1013.7313.1513.60

26.5019.5515.4017.5514.0020.8015.1514.0014.4521.0015.1515.05

712647462

1834054933841

279712757

17795119938271888

1100023489

MonthsBSE

High Low Close No. of Shares Traded

(vii) Stock market pr ice data for the year 2013-2014

13

st(xi) Categor ies of Shareholders as on March 31 , 2014

Category Shareholding % of shares

Financial InstitutionsNationalized Insurance CompaniesForeign Institutional InvestorsMutual FundsBodies CorporatePromoters & RelativesGeneral PublicTotal :

NilNilNilNil

432260713832663

194443020099700

NilNilNilNil

21.5168.82

9.67100.00

(xii) Dematerialization of shares :stAs on March 31 2014, 90.45% of the Company’s total paid up capital representing 18179379 shares

were held in dematerialized form and the balance 9.55% representing 1920321 shares were held inphysical form.

(xiii)Plant location :Manufacturing facilities of the Company are located at :• Spinning Unit - R. S. No. 347, Ambapwadi Phata, Vadgaon-416 112 (District-Kolhapur)

Maharashtra State.• Radhanagari Hydro Power Project, Gat. No. 222, at Fejiwade, Tal-Radhanagari Dist-Kolhapur.• Ambai Hydro Power Project at Dudhganga Dam Foot,A/p Dudhganga Nagar, Tal-Radhangari,

Dist-Kolhapur.

(xiv)Address for correspondence :R. M. Mohite Industr ies LimitedR. S. No. 347,Ambapwadi Phata, Off. NH-4, P. B. No.1, Vadgaon, Tal-Hatkanangale, Dis -Kolhapur– 416 112, Maharashtra State, India.Phone – 0230-2471230-33 Fax – 0230-2471229 email- [email protected]

Shareholders correspondence should be directed to Company’s Registrar and TransferAgent, whoseaddress is given below :Link Intime India Pvt. Ltd.C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai – 400 078.Phone- 022-25963838 Fax -022-25946969

(xv) Non-mandatory requirement on Corporate Governance, recommended under Clause 49 ofthe ListingAgreementThe Company has adopted the following non-mandatory requirements on Corporate Governancerecommended under Clause 49 of the ListingAgreement.(a) Nomination & Compensation Committee is in place since July 2005. Presently the

Committee comprises of and three non-executive directors.(b) Whistle blower policy for the Company is in place.

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ToThe Members ofR. M. Mohite Industr ies Limited,

We have examined the compliance of conditions of corporate governance by R. M. Mohite IndustriesstLimited for the year ended on March 31 , 2014 as stipulated in clause 49 of the ListingAgreement entered

into by the Company with the Bombay Stock Exchange Limited.

The compliance of conditions of Corporate Governance is the responsibility of the management. Ourexamination was limited to procedures and implementation thereof, adopted by the Company forensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor anexpression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certifythat the Company has complied in all material respect with the conditions of Corporate Governance asstipulated in the above mentioned ListingAgreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the Management has conducted the affairs of the Company.

Auditors' Cer tificate on compliance of conditions of Corporate Governance

For MORESHWAR G.DESHPANDE CHARTERED ACCOUNTANTS


Moreshwar DeshpandeProprietorM.No.124163

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The management of R. M. Mohite Industries Limited presents the analysis of business performance of theCompany for the year 2013-2014 and its outlook for the future. This outlook is based on assessment of thecurrent business environment. It may vary due to future economic and other developments, both in India andabroad.

1) INDUSTRYSTRUCTURE & FUTURE OUTLOOKDuring past few years, the spinning industry has been facing grueling time mainly because of volatility incotton prices and in turn yarn prices, steep fall in Global Demand leading to dumping of yarn in Domesticprice and thereby turning the market hostile in term of prices, rise in power and labor cost.In the wake of this gloominess revolving over the industry, there seems the future of the industry is hangedin the balance. To revive the industry from this worst situation, there is a need of concrete steps by theGovernment to keep the cotton prices stable, to boost exports of yarn by extending additional exportincentives, exemption up to certain extent from power charges & other possible aids which can provide asigh of relief to this ailing industry.

2) OPPORTUNITIESAND THREATSLooking to the deadlock in which the Textile Industry has been plunged into, there are not opportunitiesseen at present to get back to normalcy. On the contrary, there are threats to confront with like…. Slidingdemand in exports, Falling prices in domestic as well as global market, uncertain cotton prices & increasingcost of production. On the whole, it is feared that all these factors will nibble the Industry.

3) MANAGEMENT PERCEPTION OF RISKS & CONCERNSAlthough the Industry is beset by several woes, the management still anticipate to have a good time aheadprovided adequate backing from Government, improvement in Global demand as well price stability indomestic market.Also, instead of depending upon conventional market and buyers, continuous endeavor toexplore new markets and buyers is needed so that we can survive in the present scenario. Further in case ofour Company, the Company is having Captive Hydro Power Project of 10 MW capacity, which is helpful tocurtail the power cost drastically which increased the overall profitability of the Company.

4) INTERNAL CONTROL SYSTEMThe Company has well defined internal control systems. Internal Audit in the organization measures theefficiency, adequacy and effectiveness of other controls in the organization. All significant issues arebrought to the attention of the Audit Committee of the Board. Management continuously reviews theinternal control systems and procedures to ensure orderly and efficient conduct of the business.

5) HUMAN RESOURCES DEVELOPMENT & INDUSTRIAL RELATIONS :The Company continues to lay emphasis on building and sustaining an excellent organization climate basedon human performance. Performance management is the key word for the Company. Pursuit of proactivepolicies for industrial relation has peaceful and harmonious situation.

6) FINANCIALANALYSISAND REVIEW OF OPERATIONS :

MANAGEMENT DISCUSSION & ANALYSIS

To,The Members,R M Mohite Industr ies Ltd.

Repor t on the Financial Statements.We have audited the accompanying financial statements of R M Mohite Industries Limited, Vadgaon, Dist -Kolhapur-416 112, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit andLoss and the Cash Flow Statement for the year then ended, and a summary of the significant accountingpolicies and other explanatory information.

Management's Responsibility for the Financial Statements.The Company's Management is responsible for the preparation of these financial statements that give a trueand fair view of the financial position, financial performance and cash flows of the Company in accordancewith the Accounting Standards notified under the Companies Act, 1956 read with the General Circular15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of theCompaniesAct, 2013. This responsibility includes the design, implementation and maintenance of internalcontrol relevant to the preparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement, whether due to fraud or error.

Auditor 's Responsibility.Our responsibility is to express an opinion on these financial statements based on our audit. We conductedour audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants ofIndia. Those Standards require that we comply with the ethical requirements and plan and perform the auditto obtain reasonable assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures inthe financial statements. The procedures selected depend on the auditor's judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud or error. Inmaking those risk assessments, the auditor considers the internal control relevant to the Company'spreparation and fair presentation of the financial statements in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theentity's internal control. An audit also includes evaluating the appropriateness of accounting policies usedand the reasonableness of the accounting estimates made by the Management, as well as evaluating theoverall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion.

Opinion.In our opinion and to the best of our information and according to the explanations given to us, the financialstatements give the information required by the Act in the manner so required and give a true and fair viewin conformity with the accounting principles generally accepted in India:a. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;b. in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that

date, and

INDEPENDENT AUDITOR'S REPORT

17

18

c. in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on thatdate.

Repor t on other Legal and Regulatory Requirements.1. As required by the Companies (Auditor's Report) Order, 2003 (“the Order”) issued by the Central

Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure astatement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of theAct, we report that:a. We have obtained all the information and explanations which to the best of our knowledge and belief

were necessary for the purpose of our audit.b. In our opinion, proper books of account as required by law have been kept by the Company so far as it

appears from our examination of those books.c. The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this

Report are in agreement with the books of account.d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply

with theAccounting Standards notified under the CompaniesAct, 1956 read with the General Circular15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Sec. 133 of theCompaniesAct, 2013;

e. On the basis of the written representations received from the directors as on March 31, 2014 taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 2014 frombeing appointed as a director in terms of clause (g) of sub-section (1) of section 274 of theAct.


Place : Vadgaon - 416 112thDate : 30 May, 2014


THE ANNEXURE REFERRED TO IN PARA 1 OF OUR REPORT OF EVEN DATE TO THEMEMBERS OF R M MOHITE INDUSTRIES LTD. ON THE ACCOUNTS OF THE COMPANY FORTHE YEAR ENDED MARCH 31, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation givento us during the course of our audit, we report that :(1) a) The Company has maintained proper records showing full particulars, including quantitative details

and situation of its fixed assets;b) As explained to us, fixed assets have been physically verified by the management at reasonable

intervals; no material discrepancies were noticed on such verification.c) During the year Company has sold out certain assets, such as old machinery. According to the

information and explanation given to us, we are of the opinion that, such sale of the said assets has notaffected the going concern status of the Company.

(2) a) As explained to us, inventories have been physically verified during the year by the management atreasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedure ofphysical verification of inventory followed by the management are reasonable and adequate inrelation to the size of the Company and the nature of its business.

c) In our opinion and on the basis of our examination of the records, the Company is generallymaintaining proper records of inventories. No material discrepancies were noticed on physicalverification of the stocks by the management as compared to book records.

(3) a) According to the information and explanations given to us and on the basis of our examination of thebooks of account, the Company has not granted any loans, secured or unsecured, to companies, firmsor other parties listed in the register maintained under Section 301 of the Act. Consequently, theprovisions of clause iii (b), iii(c) and iii(d) of the order are not applicable to the Company.

b) According to the information and explanations given to us and on the basis of our examination of thebooks of account, the Company has not taken loans, secured or unsecured, from companies, firms orother parties listed in the register maintained under Section 301 of the Act. Thus, sub clause (f) & (g)are not applicable to the Company.

(4) In our opinion and according to the information and explanations given to us, there is generally an adequateinternal control procedure commensurate with the size of the Company and the nature of its business, forthe purchase of inventory and fixed assets and payment for expenses and for the sale of goods. During thecourse of our audit, no major instance of continuing failure to correct any weaknesses in the internalcontrols has been noticed.

(5) a) Based on the audit procedures applied by us and according to the information and explanationsprovided by the management, the particulars of contracts or arrangements referred to in section 301 ofthe act have been entered in the register required to be maintained under that section.

b) As per the information and explanations given to us and in our opinion, the transaction entered into bythe company with parties covered u/s.301 of the Act have been made at prices which are reasonablehaving regard to the prevailing market prices at the relevant time.

(6) The Company has not accepted any deposits from the public covered under Sections 58A& 58AAof theAct.

(7) As per information and explanations given by the management, the Company has an internal audit systemcommensurate with its size and nature of its business.

(8) We have broadly reviewed the books of account maintained by the Company in respect of products where,pursuant to the rules made by the Central Government of India, the maintenance of cost records has beenprescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that, primafacie, the prescribed account and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

19


Place : Vadgaon - 416 112thDate : 30 May, 2014


(9) a) According to the records of the Company, undisputed statutory dues including Provident Fund, InvestorEducation and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax,Service Tax, Custom Duty, Excise Duty to the extent applicable and other statutory dues have generallybeen regularly deposited with the appropriate authorities. According to the information andexplanations given to us, there were no outstanding statutory dues as on March 31, 2014 for the periodof more than six months from the date they became payable.

b) According to the information, and explanation given to us, there are no dues of sales tax, income tax,customs duty, wealth tax, service tax, excise duty and cess which have not been deposited on account ofany dispute.

(10) The Company does not have any accumulated loss and has not incurred cash loss during the financial yearcovered by our audit and in the immediately preceding financial year.

(11) Based on our audit procedures and on the information and explanations given by the management, we are ofthe opinion that the Company has not defaulted in repayment of dues to Banks.

(12) According to the information and explanations given to us, the Company has not granted loans and advanceson the basis of security by way of pledge of shares, debentures and other securities.

(13) The Company is not a Chit fund or a Nidhi/Mutuall Benefit Fund/Society. Therefore, the provision of thisclause of the Companies (Auditor’s Report) Order, 2003 (as amended) is not applicable to the Company.

(14) According to the information and explanations given to us, the Company is not dealing or trading in shares,securities, and debentures Investments specified are in held in their own name.

(15) According to the information and explanations given to us, the Company has not given any guarantees forloan taken by others, from Banks or Financial Institutions.

(16) Based on our audit procedures and on the information given by the management, we report that the companyhas applied the term loans for the purpose for which they were obtained.

(17) Based on the explanations and information given to us and on an overall examination of the Balance Sheet ofthe Company as at March 31 2014, we report that no funds raised on short-term basis have been used for longterm investment by the company.

(18) Based on our audit procedures performed and explanations and information given to us by the management,we report that, the Company has not made any preferential allotment of Shares during the year.

(19) The company has no outstanding debentures during the period under audit.

(20) The Company has not raised any money by Public Issue during the year.

(21) Based on the audit procedures performed and the information and explanations given to us, we report that nofraud on or by the company has been noticed or reported during the year, nor have we been informed of suchcase by the management.

20

stBalance Sheet as at 31 March 2014Particulars Notes st31 March 2014 st31 March 2013

I EQUITY& LIABILITIES1) Shareholders Fund

a) Share Capital 1 2,009.97 2,009.97b) Reserves & Surplus 2 5,324.43 4,655.14c) Money Received against Share Warrants - - -

7,334.40 6,665.112) ShareApplication Money PendingAllotment

3) Non - Current Liabilitiesa) Long Term Borrowings 3 3,816.16 5,032.74b) Deferred Tax Liaibility (Net) - 537.02 576.17c) Other Long Term Liabilities - - -d) Long Term Provisions - - -

4,353.18 5,608.914) Current Liabilities

a) Short Term Borrowings 4 3,960.51 4,005.12b) Trade Payables 5 553.86 273.92c) Other Current Liabilities 6 1,141.46 923.22d) Short - Term Provisions 7 140.00 553.50

5,795.84 5,755.75Total 17,483.42 18,029.77

II ASSETS1) Non- Current Assets

a) FixedAssets 8i) TangibleAssets 9,248.39 10,359.51ii) IntangibleAssets - -iii) Capital Work in Progress 581.54 582.62iv) IntangibleAssets under Development - -

9,829.93 10,942.13b) Non - Current Investment 9 12.25 12.25c) Deferred TaxAsset (Net) - - -d) Long Term Loans &Advances 10 667.42 230.65e) Other Non-CurrentAssets 11 27.12 26.93

10,536.72 11,211.972) Current Assets

a) Current Investments - -b) Inventories 12 3,660.35 3,208.90c) Trade Receivables 13 2,946.23 3,148.44d) Cash and Bank Balances 14 274.19 413.56e) Short - Term Loans &Advances 15 65.94 46.90f) Other CurrentAssets - - -

6,946.71 6,817.81Total 17,483.42 18,029.77

Notes to Financial Statements 24

For Moreshwar G. DeshpandeChartered Accountants

As per our separate report attached

M. G. DeshpandeProprietorMembership No: 124163

Vadgaon - 416 112th30 May, 2014

Monika Mohite Shivaji Mohite JT. MD (DIN 00425614)

R M MOHITE INDUSTRIES LTD.for and on behalf of the Board of Directors of

Chairman & MD (DIN 00425441)

Vadgaon - 416 112th30 May, 2014

Abhay Bhide CA Neehal PathanDirector (DIN 05307473) Director (DIN 05307518)

21

22

Particulars Notes st31 March 2014 st31 March 2013

stProfit & Loss Account for the year ended on 31 March 2014

I INCOME

Revenue from Operations 16 20,426.11 13,923.96

Other Income 17 35.73 125.15

Total Revenue 20,461.84 14,049.11

II EXPENSES

Cost of Material Consumed 18 14,466.43 7,956.19

Purchase of Stock-in-Trade - - -

Manufacturing & Operating Cost 19 2,423.57 2,563.38

Changes in Inventories of Finished Goods, 20 (194.85) 100.68

Work in Progress and Stock in Trade

Employee Benefits Cost 21 1,003.82 712.99

Finance Cost 22 1,145.92 1,355.29

Depreciation andAmortization Expenses 23 916.81 931.04

Other Expenses - - -

Total Expenses 19,761.70 13,619.57

Profit before exceptional items & Tax 700.14 429.54

Exceptional Items - -

Profit before Tax 700.14 429.54

Tax Expense :-

1) Current tax 70.00 70.00

2) Deferred Tax (Income) (39.15) (39.66)

Profit for theYear after Tax 669.29 399.20

Earning per Share

1) Basic 3.33 1.99

2) Diluted 3.33 1.99

Notes to Financial Statements 24




Vadgaon - 416 112th30 May, 2014




Vadgaon - 416 112th30 May, 2014


23

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax 700.14 429.54Adjustments for :Depreciation 916.81 931.04Interest Paid 1145.92 1297.44Interest/Dividend Received (35.73) (2.71)

2027.00 2225.77Operating Profit before working capital changes 2727.14 2655.31Adjustments for : (Increase) /Decrease in :

Trade & Other Receivables (253.78) 549.09 Inventory (451.45) (20.42)Increase / (Decrease) in :

Trade payables & other liabilities 247.34 (457.88) (7.71) 520.96 Cash generation from operations 2269.25 3176.27Taxes Paid 30.85 30.40NET CASH FROM OPERATING ACTIVITIES 2238.40 3145.87

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (148.34) (99.89)Sale of Fixed Assets 343.74 595.45Dividend Received 35.73 2.71NET CASH USED IN INVESTING ACTIVITIES 231.13 498.27

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Issue of Share Capital - -Proceeds from Long Term Borrowings [net] (795.91) (2074.64)Proceeds from Short Term Borrwoings [net] (44.61) (180.92)Proceeds from Unsecured Borrowings (622.47) 51.27Interest & Finance Charges (1145.92) (1297.44)Dividend & Dividend Tax Paid - -NET CASH USED IN FINANCING ACTIVITIES (2608.91) (3501.73)Net increase in Cash & Cash equivalents (139.37) 142.41Cash & Bank Balances as on 01.04.2013 413.56 271.15Cash & Bank Balances as on 31.03.2014 274.19 413.56

stCash Flow Statement for the year ended on 31 March 2014

Particulars Current Year Previous Year




Vadgaon - 416 112th30 May, 2014




Vadgaon - 416 112th30 May, 2014


24

b. Right of Equity Shareholders

c. Details of Shareholders holding more than 5% shares in the Company

d. Dur ing the previous five years, the company has not issued bonus shares/ bought back shares /issued shares for consideration other than cash.

ParticularsstAs at 31 March 2014 stAs at 31 March 2013

No of Shares No of Shares

At the beginning of the reporting period 20099700 200997000 20099700 200997000Movement during the reporting period - - - -At the end of the repor ting per iod 20099700 200997000 20099700 200997000

NOTE - 1SHARE CAPITAL

Particulars As atst31 March 2014

As atst31 March 2013

Note :-a. Reconciliation of the shares outstanding at the beginning and at end of the repor ting per iod Equity

Shares

ParticularsstAs at 31 March 2014 stAs at 31 March 2013

No of Shares No of Shares

Shivaji Ramchandra Mohite 9176324 45.65 9176324 45.65Monika Shivaji Mohite 3104939 15.45 3104939 15.45Dilip Ramchandra Mohite 1500000 7.46 1500000 7.46

% of Holding in the Class

% of Holding in the Class

NOTE - 2RESERVE AND SURPLUS



Capital Reserve : 30.00 30.00(Special Capital Incentive as per last Balance Sheet)

General Reserve :Opening Balance 4,625.14 4,225.94Add- Net Profit for the Current Year 669.29 399.20Add- Excess provision reversal - -Profit Available for Appropriation 5,294.43 4,625.14Less-Proposed Dividend on Equity Shares - -Less - Tax on Dividend - -Net Surplus in the Statement of Profit & Loss 5,294.43 4,625.14

Total 5,324.43 4,655.14

25

Notes

1. Term Loan No. I above was secured by First pari passu charge on the fixed asset (Present & Future)relating to the weaving unit to BOB along with IDBI Bank, In CurrentYear the Loan is closed.

Collaterala) First Pari passu charge on the fixed asset of the Company (except vehicles) relating to the textile

Unit.(pari passu with IDBI Bank)b) Extension of first charge on fixed assets (present & future) of Hydro Power Project at Radhanagaric) Second pari passu charge on the current assets relating to the textile Unit (pari passu with SBI&

IDBI)d) Personal guarantee of Shri. R. M. Mohite, Mrs. Monika Mohite and Shri. Shivaji Mohite

2. Term Loan No. II & III above are secured by exclusive First charge on fixed assets (Present & Future) ofthe Company relating to the Hydro Power Project

Collaterala) Second Pari passu charge on the fixed asset of the Co. (except vehicles) relating to the textile Unit.b) Second Pari passu charge on the current asset of the Company relating to the textile unit.c) Personal guarantee of Mrs. Monika Mohite and Shri. Shivaji Mohite

3. The Loan against Property is Secured by the Mortgage of Property located at Plot No. 1, Survey No.250B/1A/4, E Ward, Nagala Park, Kolhapur.

4. a) Term Loan under TUF's scheme is secured by first pari passu charge with BOB on fixed assets of spinning unit at Vadgaon, Weaving unit at Kagal.

b) Pledge of Thirty Lacs Equity Shares of Shivaji Mohite

5. LIC Loan is availed against assignment of Key Man Insurance Policies

6. All Vehicle Loans are secured by the mortgage of the Particular vehicle only.

NOTE - 3LONG TERM BORROWINGS



A. Secured Loans a. Loans from Banks

i. Bank of Baroda T/L - I - 166.92 ii. Bank of Baroda T/L - II 652.18 978.83 iii. IDBI Bank - Loan against Property 1,207.91 1,107.54 iv. IDBI Bank - Loan under TUF's scheme 107.60 432.60 v. Vehicle Loans - 5.70

1,967.69 2,691.59 b. Loans from Financial Institutions & Others

i. LIC Loan 676.07 544.16ii. Vehicle Loans - 2.11

676.07 546.27B. Unsecured Loan from Directors 1,172.41 1,794.88

Total 3,816.16 5,032.74

26

Matur ity Profile of Loans are set out below :



Loan from Banks 716.03 906.45Loan From Financial Institutions - 11.38

Total 716.03 917.83

NOTE - 4SHORT TERM BORROWINGS

Note : -Above Working Capital Facilities and Non - Fund Limits in (i) to (iii) above are secured by Firstcharge on entire stock of Raw material, Stock in Process, finished Goods, consumables, stores andspares, book debts on pari passu with other bank (present & future).



Working Capital Facility from Banki. Bank of Baroda 2,199.63 2,227.12ii. IDBI Bank 890.22 879.75iii. State Bank of India 870.66 898.25

Total 3,960.51 4,005.12

NOTE - 5TRADE PAYABLES



Trade Payables 553.86 273.92

Total 553.86 273.92

NOTE - 6OTHER CURRENT LIABILITIES



Current Maturities of Long Term Loans 716.03 917.83TDS/TCS Payable 425.44 5.39

Total 1,141.46 923.22

NOTE - 7SHORT TERM PROVISIONS



Provision for Income Tax 140.00 553.50

Total 140.00 553.50

27

inLa

cs

Net

Block

ason

31.03.2014

GrossB

lock

ason

01.04.2013

Particulers

1)TA

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31.03.2014

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Total

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57.5

528

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3,53

4.93

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9.43

7,25

6.70

389.

9279

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100.

2441

1.25

102.

5931

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0.10

18,5

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8

30.8

355

1.79

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6219

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19,5

82.1

5

- - 1.42 - -

13.5

171

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39.8

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128.

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19.7

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8.34

99.8

9

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1738

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9.14

20.8

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20.8

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9.97

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45

46.5

528

9.43

3,48

5.47

6,24

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2582

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102.

5931

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4.75

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- -75

9.04

4,62

9.61

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8.43

139.

1941

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60.2

418

0.36

50.3

516

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87.8

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147.

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56.8

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8,95

5.05

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46.5

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2,61

8.54

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9.85

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275.

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45.7

414

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28

NOTE - 9NON-CURRENT INVESTMENT



NOTE - 10LONG TERM LOANS AND ADVANCES



Advances Recoverable /MVAT/REC 547.02 184.83REC Certificates 2.29 -TDS /Advance Tax 98.53 37.29Cenvat/Duty Drawback / PLA 19.57 8.52

Total 667.42 230.65

NOTE - 11OTHER NON CURRENT ASSETS



Security Deposit with MSEB & Other 27.12 26.93

Total 27.12 26.93

NOTE - 12INVENTORIES



29

NOTE - 13TRADE RECEIVABLES



(Secured, considered Good)Outstanding for the period exceeding six months from the - -date they are due for paymentOutstanding for the period less than six months from the - -date they are due for payment(Unsecured, considered Good)Outstanding for the period exceeding six months from the - -date they are due for paymentOutstanding for the period less than six months from the 2,946.23 3,148.44date they are due for payment

Total 2,946.23 3,148.44

NOTE - 14CASH & BANK BALANCES



a) Cash and Cash Equivalents :i) Cash in Hand 4.97 1.76ii) Balances with Scheduled Banks in Current Account 19.88 50.51iii) Fixed Deposit Accounts 243.24 360.24

b) Other Bank Balances :Current Accounts 6.10 1.04Total 274.19 413.56

NOTE - 15SHORT TERM LOANS AND ADVANCES



Staff Advances 7.62 2.62Prepared Expenses 58.31 44.28

Total 65.94 46.90

Note -Short Term Loans and advances includes amount receivables from employees against interestfreeloan given to them in the ordinary corse of business and as per rules of the Company. Norepaymentschedule or repayment is beyond seven years.

30

NOTE - 16REVENUE FROM OPERATIONS



A. SALE OF PRODUCTS :Export Sales 3,421.08 963.54Merchant Exports 5,645.26 5,235.63DTA-Sales 9,605.30 6,024.89Cotton Waste Sales 125.22 84.47Sales-Jobwork 3.33 8.78Hydro Prower Units & REC 1,625.91 1,606.64

20,426.11 13,923.96B. OTHER OPERATING INCOME : - -

Total 20,426.11 13,923.96

NOTE - 17OTHER INCOME



Other income 35.23 122.44Dividend Received 0.50 2.71

Total 35.73 125.15

NOTE - 18COST OF MATERIAL CONSUMED



Raw Mater ial ConsumedOpening Stock 1,159.01 915.34Add: Purchases 14,367.63 7,676.03Less: Closing Stock 1,360.93 1,159.01

Total 14,165.71 7,432.36Packing Mater ialOpening Stock 22.52 14.39Add: Purchases 172.12 220.00Less: Closing Stock 70.25 22.52

Total 124.39 211.87Machinery Spares ConsumedOpening Stock 125.80 256.50Add: Purchases 122.54 135.97Less: Closing Stock 132.75 125.80

Total 115.59 266.67Stores, Spares ConsumedImported 60.74 45.30Indigenous spares,other material - -

Total 60.74 45.30Total Cost of mater ial Consumed 14,466.43 7,956.19

31

NOTE - 19MANUFACTURING & OPERATING COST



MANUFACTURING EXPENSESPower & Fuel 1,751.03 1,905.30Freight,Clearing & Forwarding 5.44 5.97Repairs & Maintance 16.58 22.83Mixing,Unloading, Jobwork 29.79 38.55Factory General Expenses 9.03 21.50Transction/Sheduling/Apllication/Wheeling Water Chgs-Hydro 160.86 108.36

Total : (A) 1,972.74 2,102.51ADMINISTRATIVE EXPENSESClearing & Forwarding-Imports 4.04 1.83Printing & Stationery 4.31 3.92Postage and Telegram / Telephone 6.89 5.11Travelling and Conveyance 61.65 36.02Advertisement 2.76 2.56Legal And Professional Fees 48.94 39.72Directors Remuneration 18.00 87.25Security Expenses 25.35 23.10Insurance 15.03 12.24Key-Men Insurance Premium 20.99 59.86Rent, Rates Taxes & Repairs 47.13 43.61Miscellaneous 65.22 62.55Payment to Statutory Auditors

Audit Fees 6.14 0.60Tax Audit Fees 0.66 0.10Certification Fees - -

Total (B) 327.11 378.48SELLING EXPENSESFreight and Forwarding 64.23 26.49Commission On Sales 50.46 56.02Exchange Loss/Gain 9.03 (0.14)

Total (C) 123.72 82.38Total A+B+C 2,423.57 2,563.38

32

NOTE - 20CHANGES IN INVENTORIES OF FINISHED GOODS, WORK IN PROGRESS & STOCK IN TRADE



Stocks as at CloseFininshed Goods 1,074.55 990.96Stock in Process 933.60 838.18Waste 88.27 72.43

Total 2,096.42 1,901.57Stock as at CommencementFininshed Goods 990.96 944.11Stock in Process 838.18 1,007.37Waste 72.43 50.78

Total 1,901.57 2,002.25(Increase) / Decrease In Stock (194.85) 100.68

NOTE - 21EMPLOYEE BENEFIT COST



Payment to Workers Salary, Wages & Bonus 945.17 656.80 P.F. Contribution 42.39 28.52Grautuity Contribution 0.60 2.87Staff / Labour Welfare Expenses 15.65 24.80

Total 1,003.82 712.99

NOTE - 22FINANCE COSTS



Borrowings From Working Capital 602.09 647.61Term Loans from banks/FI 536.71 674.23Others & Export-Import & L/C Chgs & IBP .93 3.65Less:- Interest Received 24.49 28.05

1,115.24 1,297.44Bank Charges,ECGC Premium 30.68 57.85

Total 1,145.92 1,355.29

NOTE - 23DEPRECIATION AND AMORTISATION



Depreciation on Tangible Assets 916.81 931.04

Total 916.81 931.04

33

i) Basic ofAccounting:The financial statements are prepared on accrual basis under the historical cost convention, in accordancewith Generally Accepted Accounting Principles in India, and in compliance with the Accounting Standardsreferred to in Section 211 (3C) and requirements of the CompaniesAct, 1956.

ii) Fixed Assets:Fixed assets are stated at cost of acquisition, including interest during construction period if any, lessaccumulated depreciation.

iii) Investments:Non Current Investments are carried at cost less provision, if any, for diminution in value other thantemporary nature. Current investments are carried at lower of cost or market value.

iv) Inventories:Inventories are valued as under-a] Stock of cotton, stores, spares, packing material at lower of cost and market value.b] Stock in process at lower of cost and market value.c] FinishedYarn at lower of cost and market value.d] Cotton waste at net realizable value.

v) Income Recognition :The income is generally accounted for on accrual basis.

vi) Depreciation :Depreciation for the current financial year is provided on ‘Straight Line Method’at the rates prescribed underSchedule XIV of the CompaniesAct, 1956.

vii) Foreign ExchangeTransactions :a] Transactions in foreign currency are recorded at actual exchange rates applied by the bankers of the

company.b] Receivables, balances in bank and payables denominated in foreign currency outstanding at the end of

the year are translated at closing rates.

viii) Excise Duty :Since the excise duty rate applicable to Company’s product is zero percent, no provision is required to bemade in the accounts for excise duty payable on goods manufactured and lying in the factory premises.

ix) Provision for Taxation :Provision for taxation is made at the rates applicable under the IncomeTaxAct, 1961 after claiming deductionallowable under its various provisions. Deferred Tax has not been recognized as a matter of prudence inabsence of reasonable certainty of income in near future.

NOTE - 24

Note - 24A

Notes To Financial Statements

Significant Accounting Policies

34

1. Claims not acknowledged as debts in respect of matters in appeals. - 359.892. Commitments a) Estimated amount of contracts remaining to be executed - - b) Other Commitments :

Guarantee given by banks, counter guaranteed by the Company 380.29 660.59 c) Other Significant Commitments - -

ii) Disclosure under Accounting Standard 15-Employee Benefits (Revised):Actuar ial Assumptions -

Particulars As at st31 March 2014

As at st31 March 2013

Discount Rate 8% p.a. 8% p.a.Mortality LIC (1994-96) LIC (1994-96)

Ultimate UltimateSalary Escalation Rate 6.50% 6.50%Turnover Rate 1% p.a. to 3% 1% p.a. to 3%

p.a. Depending p.a. Dependingon Age on Age

Retirement Age (Years) 60 60Maximum Gratuity Payable ` 63,41,520/- 44,63,727/-

in Lacs

a] Gratuity is administrated through Group Gratuity Scheme with LIC of India.

b] Salary Escalation Rate-Future salary increases considered in acturial valuation taken into account inflation, seniority,promotion and other relevant factors, such as supply and demand in the employment market.i) Expected rate of return in plan assets-

This is based on actuaries expectations of the average long-term rate of return expected oninvestments of the fund during the estimated term of the obligations.

ii) Discount Rate-The discount rate is based on the prevailing market yields of Indian Government securities as atbalance sheet date for the estimated term of the obligations.

iii) Defer red Tax Liability /Assets at the end of the year :stAs on 31 March, 2014 the Deferred TaxAsset comprises of timing difference on account of

Note - 24 BOther Notes:i) Contingent liabilities:

Contingent Liabilities not provided in respect of-



in Lacs

35

in Lacs



a. Raw Material Consumed 14,165.71 7,432.36b. Packing Material 124.39 211.87c. Machinery Spares 115.59 266.67d. Stores, Spares consumed :

Imported 60.74 45.30Indigenous - -

e. Value of imports of stores & spares 60.74 45.30f. Earnings in Foreign Exchange on goods exported 3,421.08 963.54g. Expenditure in Foreign Currency on Commission 31.80 29.54

iv) Additional information pursuant to Revised Schedule VI to the CompaniesAct, 1956 :

v) Retirement and Other Benefits to Employees:a] Provident fund is accounted on monthly basis in accordance with the terms of the contract with

the employees and is deposited with the "Employees Provident Fund Organization (EPFO)".b] Encashment of leave is accounted for in the year in which the employees exercise the option of

encashment.c] Gratuity Liability is defined benefit obligation and Liability on account of retirement gratuity is

provided in accordance with the Company's Group Gratuity Cash Assurance Scheme with LICof India.

vi) Segment Repor ting :Segment have been identified in line withAccounting Standard on Segment reporting (AS-17)

36



1. Segment Revenue a) Textiles 18,800.20 12,442.47 b) Hydro Power 1,625.91 1,606.64

Total : 20,426.11 14,049.11 Less : Inter segment revenue 1,597.13 1,291.75

Net sales /income from operations : 18,828.98 12,757.36

2. Segment Results - Profit/(Loss) before tax & interest a) Textiles 766.74 726.87 b) Hydro Power 1,088.55 1,057.96

Total : 1,855.29 1,784.83 Less : i) Interest 1,155.14 1,355.29 ii) Other un-allocable expenditure net of un-allocable income - - Profit Before Tax : 700.14 429.54

3. Segment Assets a) Textiles 12,352.86 12,634.15 b) Hydro Power 5,130.56 5,395.62

Total : 17,483.42 18,029.77

4. Segment Liabilities a) Textiles 9,175.41 10,039.61 b) Hydro Power 973.61 1,325.06

Total : 10,149.02 11,364.67

5. Depreciation a) Textiles 651.75 649.82 b) Hydro Power 265.06 281.22

Total : 916.81 931.04

in Lacs

vii) Earnings Per Share : Basic and diluted EPS after taxation



Net profit after Taxation 669.30 399.20Average No. of Equity Share Outstanding 200.99 200.99

in Lacs(except EPS)

Segment-wise information for the year ended March 31, 2014.

37

-Transactions with related par ties



1. Key Management Personnel : Remuneration paid/provided -

Mr. Shivaji Ramchandra Mohite 48.08 42.08Mrs. Monika Shivaji Mohite 24.08 16.58

2. Other related parties (associates)M/s.Mahalaxmi Cotton Ginning, Pressing & Oil Industries.Purchase of Cotton 6,070.67 1,765.76

in Lacs

viii) Related Par ty Disclosures:As per theAccounting Standard on ‘Related Party Disclosures’(AS 18)-Name of the Partiesi) Key Management Personnel :

Mr. Shivaji Ramchandra Mohite (Chairman & Managing Director)Mrs. Monika Shivaji Mohite (Joint Managing Director)

ii) Other related parties (Associates), where transaction have taken place during the year.M/s. Mahalaxmi Cotton, Ginning, Pressing & Oil Industries




Vadgaon - 416 112th30 May, 2014




Vadgaon - 416 112th30 May, 2014


rdNotice is hereby given that the 23 Annual General Meeting of the members of R. M. MOHITE INDUSTRIES LIMITED th(CIN L40108MH1990PLC058774) will be held on Saturday, 27 , September, 2014 at 10.30 a.m. at the Registered Office of

the Company, situated at R. S. No. 347, Ambapwadi Phata, Off. NH-4, Vadgaon – 416112, Dist – Kolhapur in the state of Maharashtra, to transact the following business:-

ORDINARY BUSINESS:st1. To receive, consider and adopt the Financial Statements as at 31 March, 2014 together with the Directors' Report and

Auditors' Report thereon

2. To appoint a Director in place of Shri. Neehal M. Pathan, (DIN: 05307518) who retires by rotation and being eligible offers himself for re-appointment.

3. To appoint Auditors and to fix their remuneration and to consider and, if thought fit to pass, with or without modification(s) the following Resolution as an ORDINARY RESOLUTION.

RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, Moreshwar G. Deshpande (Membership No. 124163), Chartered Accountants, Sangli be and is hereby appointed as the Auditor of the Company to hold office until the conclusion of the next Annual General Meeting of the Company at a remuneration as may be decided by the Chairman.”

SPECIAL BUSINESS:

4. To consider and, if thought fit, to pass with or without modification, the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Shri. Vijay Madanlal Nawandhar (DIN 00218197), be and is hereby appointed as an Independent Director of the Company to hold office for 2 (Two) years w.e.f 01.04.2014 to 31.03.2016, not liable to retire by rotation and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director,”


“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Shri. Shankar Hindurao Patil (DIN 00218197), be and is hereby appointed as an Independent Director of the Company to hold office for 2 (Two) years w. e. f 14-08-2014 to 31-03-2016, not liable to retire by rotation and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director,”


“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Shri Ranjit Dinkarrao Patil (DIN 02496342), be and is hereby appointed as an Independent Director of the Company to hold office for 2 (Two) years w.e.f 01-04-2014 to 31-03-2016, not liable to retire by rotation and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director,”


“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Shri Sangramsinh Subhashrao Nimbalkar (DIN 02508155), be and is hereby appointed as an Independent Director of the Company to hold office for 2 (Two) years w.e.f 01-04-2014 to 31-03-2016, not liable to retire by rotation and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director,”

N O T I C E

1

8. To Consider and if thought fit, to pass, with or without modification the following Resolution as an SPECIAL RESOLUTION :-

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion consider necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard.”

9. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an ORDINARY RESOLUTION:

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be required to carry on the purpose of the aforesaid resolution.”

10. To consider and if thought fit, to pass with or without modification(s), the following Resolution as a SPECIAL RESOLUTION:

RESOLVED THAT pursuant to Section 188 of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and pursuant to the consent of the Audit Committee and the Board of Directors vide resolution

thpassed in their respective meetings held on 14 August, 2014 the consent of the Company be and is hereby accorded for entering into contract or arrangement with the related parties as defined under the Act and the Rules made thereunder:

Names of the Related PartiesApproximate Value of Transaction ( in Cr.) `

M/s. Mahalaxmi Cotton Ginning Pressing & Oil Industries

2014-15 * 2015-16 2016-17

150 200 250

RESOLVED FURTHER THAT the Board of Directors be and is hereby severally authorized to perform and execute all such acts, deeds, matters and things including delegate such authority, as may be deemed necessary, proper or expedient to give effect to this resolution and for the matters connected herewith or incidental hereto.”

11. To Consider and if, thought fit, to pass with or without modification, the following Resolution as a SPECIAL RESOLUTION.

“RESOLVED THAT as recommended by Nomination and Remuneration Committee and pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013, including any statutory modifications or re-enactment thereof for the time being in force, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including Schedule V to the said Act, consent and approval of the Company be and is hereby accorded for the appointment of and the remuneration being paid or provided to Mrs. Monika Shivaji Mohite (holding DIN 00425614) as Joint Managing Director of the Company for a period of 3 (Three)

thyears with effect from 25 January, 2014 on the terms and conditions set out in agreement entered between Company and Mrs. Monika Shivaji Mohite dated 25-01-2014.

*01-10-2014 to 31-03-2015

2

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to vary or revise the remuneration in the said agreement to the extent the Board of Directors may consider appropriate and as may be permitted or authorized in accordance with any provision under the Act for the time being in force provided, however, that the remuneration payable to Mrs. Monika Shivaji Mohite shall be within the limits set out in the said Act including the said Schedule V to the Act or any amendments thereto or any modification(s) or statutory re-enactment(s) thereof and / or any rules or regulations framed thereunder and the terms of the aforesaid agreement between the Company and Mrs. Monika S. Mohite shall be suitably modified to give effect to such variation or revision as the case may be.

RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year of the Company during the term of Mrs. Monika Shivaji Mohite as Joint Managing Director, the remuneration set out in the aforesaid agreement be paid or granted to Mrs. Monika Shivaji Mohite as minimum remuneration, provided that the total remuneration by way of salary and other allowances shall not exceed the ceiling provided in Section II A of Part II of Schedule V to the said Act or such other amount as may be provided in the said Schedule V as may be amended from time to time or any equivalent statutory re-enactment(s) thereof”.

Notes:

1. Statement pursuant to Section 102(1) of the Companies Act, 2013, setting out the material facts related to each item of Special Business is annexed hereto;

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE MEETING) IS ENTITLED TO APPOINT A PROXY AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT TO BE A MEMBER OF THE COMPANY. The proxy, in order to be effective, must be lodged with the Company not less than 48 hours before the meeting. The blank proxy form is enclosed.

A person can act as a proxy on behalf of Members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

3. Corporate Members intending to send their representatives to attend the meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representatives to attend and vote on their behalf at the meeting.

th 4. The Register of Members and Share Transfer Books of the Company shall remain closed from the 20 September 2014 thto 26 September, 2014 [both days inclusive] for the purpose of Annual Book Closure.

5. Members holding shares in physical form are requested to notify the email id and the changes in their addresses, if any, at the earliest. Members holding shares in dematerialized form are requested to notify change in their addresses to their Depository Participants.

6. Pursuant to Section 205A and 205C of the Companies Act, 1956, any dividend remaining unclaimed / unpaid for a period of seven years from the due date of payment is required to be transferred to the Investor Education and Protection Fund. Accordingly unclaimed dividend for the period ended November 30, 2006 has been transferred to the Investor Education and Protection Fund.

7. Details of unclaimed Dividend along with its due date to transfer it to Investor Education and Protection Fund are as below:




DIN : 00425441

1. 31.03.2007 22.09.2007 21.10.2014

2. 31.03.2011(Interim) 15.10.2010 14.11.2017

Sr. No Year Ended Date of Declaration Due Date of Transfer to IEPF

3

Please note that, once the unclaimed dividend is transferred to Government’s Investor Education and Protection Fund, no claims shall lie in respect of such amount against the Company.

8. The Members whose names appear in the Register of Members/list of Beneficial Owners as received from Central ndDepository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) on 22 August,

2014 are entitled to vote by Ballot Paper attending Annual General Meeting in person(s) on the resolutions set forth in this Notice.

9. Voting through electronic means

In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to offer e-voting facility as an alternative mode of voting which will enable the members to cast their votes electronically on the resolutions mentioned in the

rdnotice of 23 Annual General Meeting of the Company.

The instructions for members for voting electronically are as under:-

In case of members receiving e-mail:(i) Log on to the e-voting website www.evotingindia.com(ii) Click on “Shareholders” tab.(iii) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next, enter the Image Verification as displayed and Click on Login.(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an

earlier voting of any company, then your existing password is to be used. (vii) If you are a first time user follow the steps given below:

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field.

• In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.

DOB# Enter the Date of Birth as recorded in your demat account or in the Company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank details as recorded in your demat account or in the Company records for the said demat account or folio.

• Please enter the DOB or Dividend Bank details in order to login. If the details are not recorded with the Depository or company please enter the number of shares held by you as on the cut off date in the Dividend Bank details field.

Bank Details#

For Members holding shares in Demat Form and Physical Form

(i) After entering these details appropriately, click on “SUBMIT” tab.

(ii) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

4

(iii) For members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(iv) Click on the EVSN for the relevant R M Mohite Industries Limited on which you choose to vote.

(v) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(vi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(vii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(viii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(ix) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(x) If Demat account holder has forgotten the password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporates.

• They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected].

• After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

In case of members receiving the physical copy:

(a) Please follow all steps from sl. no. (i) to sl. no. (x) above to cast vote.

(b) The voting period begins on 17-09-2014 9.00 A.M. and ends on 19-09-2014 5.00P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 22-08-2014, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(c) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].

I. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share nd capital of the Company as on the cut-off date (record date) of 22 August, 2014.

II. A copy of this notice has been placed on the website of the Company and the website of CDSL.

III. CS. Pramod Mehandale, Practicing Company Secretary has been appointed as the Scrutinizer for conducting the e-voting process in a fair and transparent manner.

IV. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period, unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman.

V. The Results declared alongwith the Scrutinizer’s Report shall be placed on the Company’s website www.mohite.com and on the website of CDSL within two (2) days of passing of the resolutions at the AGM of the Company and communicated to the BSE Limited.

5

EXPLANATORY STATEMENT

AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013

The following explanatory statement sets out all material facts relating to the business under item. No. 4 to 11.

ITEM No. 4thShri. Vijay M. Nawandhar was appointed as Additional Director of the Company on 07 December, 2013 by the Board of

Directors of the Company. According to the provisions of Section 260 of the Companies Act, 1956, he holds office as Director up to the date of the ensuing Annual General Meeting As required under Section 160 of Companies Act, 2013 a notice has been received from a member signifying his intention to propose appointment of Shri. Vijay M. Nawandhar as a Independent Director, who shall not be liable to retire by rotation.

Shri. Vijay M. Nawandhar is a member of The Institute of Chartered Accountants of India and was partner with M/s P. D. Kunte and Company, Mumbai until 1985. Since 1985 he started his independent practice as Chartered Accountant at Sangli. He is one of the leading Chartered Accountant of Western Maharashtra.

Shri. Vijay M. Nawandhar have given the requisite declarations pursuant to Section 149(7) of the Companies Act, 2013, to the effect that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. The Company has also received notice along with requisite deposit under section 160 of the Companies Act, 2013 proposing his candidature for the office of Independent Director.

Brief resume of the Independent Directors proposed to be appointed as stipulated under the Clause 49 of the Listing Agreement with BSE Limited are given in the annexure to the Notice.

The Board recommends the Resolutions as set out at item no. 4 of the Notice for your approval.

None of the Directors or Key Managerial Personnel of the Company and their relatives, other than Shri. Vijay M. Nawandhar for his appointment, are in any way concerned or interested, financially or otherwise, in these Resolutions.

ITEM No. 5,thShri. Shankar H. Patil was appointed as Additional Director of the Company on 14 August, 2014 by the Board of Directors

of the Company. According to the provisions of Section 161 of the Companies Act, 2014, he holds office as Director up to the date of the ensuing Annual General Meeting. As required under Section 160 of Companies Act, 2013 a notice has been received from a member signifying his intention to propose appointment of Shri. Shankar H. Patil as a Independent Director, who shall not be liable to retire by rotation.

Shri. Shankar H. Patil is one of the highly experienced person in banking, construction and hotel Industry in Kolhapur region having experience of more than 20 years. He has keen interest in agriculture sector also. He was felicitated with various awards by different Organizations in respective fields.

Shri. Shankar H. Patil have given the requisite declarations pursuant to Section 149(7) of the Companies Act, 2013, to the effect that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. The Company has also received notice along with requisite deposit under section 160 of the Companies Act, 2013 proposing his candidature for the office of Independent Director.

Brief resume of the Independent Directors proposed to be appointed as stipulated under the Clause 49 of the Listing Agreement with BSE Limited are given in the annexure to the Notice.

The Board recommends the Resolutions as set out at item no. 5 of the Notice for your approval.

None of the Directors or Key Managerial Personnel of the Company and their relatives, other than Shri. Shankar H. Patil for his appointment, are in any way concerned or interested, financially or otherwise, in these Resolutions.

ITEM No. 6,7,

In terms of Section 149 (10), (11), (13) and Section 152 (6), (7) of Companies Act, 2013 read with schedule IV of the said Act, an Independent Director shall holds office for not more than two consecutive terms of five years and the tenure of an Independent Director on the date of commencement of this act shall not be counted as a term under above mentioned sub sections. Furthermore the provisions relating to retirement by rotation shall not applicable to Independent Directors.

So to comply with relevant provisions of Companies Act, 2013, all Independent Directors needs to be re-appointed on non rotational basis and up to five year at a time. In the opinion of the Board, all Independent Directors of the Company fulfills the conditions for their appointment as an Independent Director as specified in the Act and the Listing Agreement. The Board also opined that they all possess appropriate skill, experience and knowledge as required to occupy the position of an Independent Director. The Board has also received declaration from all the Independent Directors that they meet the Criteria of Independence as prescribed under section 149(6) read with Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

6

The Board recommends the appointment of Shri. Ranjit D. Patil & Shri. Sangramsinh S. Nimbalkar as Independent Directors as provided in the resolutions as set out at item nos. 6,7 of the Notice for your approval.

None of the Directors or Key Managerial Personnel of the Company and their relatives, other than & Shri. Sangramsinh S. Nimbalkar for their respective appointment, are in any way concerned or interested, financially or otherwise, in these Resolutions.

Shri. Ranjit D. Patil

ITEM No. 8thThe members of the Company at the Annual General Meeting held on 28 September, 2006 have passed an ordinary

resolution, permitting the Company to borrow such sum that the maximum outstanding amount shall not, at any time exceed ` 500 Crore (Rupees Five Hundred Crore only), under Section 293(1) (d) of the Companies Act, 1956.

As per circular No. 4/2014 dated 25-03-2014, issued be Ministry of Corporate Affairs, the validity of the resolution is restricted upto 11-09-2014.

As provided under Section 180(1)(c) of the Companies Act, 2013, the limit is exclusive of loans repayable on demand or within six months from the date of the loan such as short term, cash credit, discounting of bills and other short term loans of seasonal character. (apart from temporary loans obtained by the Company from its Bankers in Ordinary Course of Business).

Your Directors recommend the Special Resolution as set out at item no. 8 of the Notice for your approval.

None of the Directors or Key Managerial Personnel of the Company and their relatives, are in any way concerned or interested, financially or otherwise, in these Resolutions.

ITEM No. 9

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the members of the Company.

Accordingly, consent of the members is sought by passing an ordinary resolution as set out at item no.9 of the Notice for st ratification of the remuneration payable to the Cost Auditors for the financial year ending 31 March, 2015.

Your Directors recommend the resolution for your approval.

None of the Directors or Key Managerial Personnel of the Company and their relatives, are in any way concerned or interested, financially or otherwise, in these Resolutions

ITEM No. 10

The Company has entered into agreements for purchase/ sale of goods and availing services from M/s. Mahalaxmi Cotton Ginning Pressing & Oil Industries, Partnership Firm in which Directors of the Company are interested.

The Company has also obtained necessary approvals from Regional Director for entering into such transactions for a period st st stof three years effective from 1 April, 2011 to 31 March, 2014 under section 297 of the Companies Act, 1956. From 01

April, 2014 to till the date of Notice Company has not made any sale/purchase from M/s. Mahalaxmi Cotton Ginning Pressing & Oil Industries.

As per the provisions of section 188 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and amended Clause 49 of the Listing Agreement, approval of members by special resolution is required for all material related party transaction(s). For the future transaction Company is willing to enter into agreement with for purchase/ sale of goods and availing services from M/s. Mahalaxmi Cotton Ginning Pressing & Oil Industries, for the period

stof three years commencing from 01 October, 2014.

The details regarding proposed transaction with the said party, as per the provisions of Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

7




DIN : 00425441

Name of the Related Party

M/s. Mahalaxmi Cotton Ginning Pressing & Oil Industries

Name of the Director or

KMP is Related

Shri. Shivaji R. Mohite

Mrs. Monika S. Mohite

Nature of Relationship

Nature of Contract

Purchase / sale of goods and to avail and provide services, job work

Terms of Contract

Director and their relatives are Partners in the firm

st01 Oct, 2014

to

th30 Sep, 2017

01/10/2014 to 31/03/2015

2015-2016

2016-2017

150

200

250

The Board of Directors recommends the Special Resolution as set out at item no. 10 at the Notice for your approval

Further, in terms of Section 188 of the Companies Act, 2013, the Shri. Shivaji R. Mohite and Mrs. Monika S. Mohite being interested will not vote on these resolutions as shareholders of the Company

None of the Directors or Key Managerial Personnel of the Company and their relatives, other than Shri. Shivaji R. Mohite and Mrs. Monika S. Mohite, are in any way concerned or interested, financially or otherwise, in this Resolution.

ITEM No. 11thAt the meeting of Board of Directors held on 24 January, 2014 Mrs. Monika S. Mohite (holding DIN 00425614) were

thappointed as Joint Managing Director of the Company for a period of 3(three) years with effect from 25 January, 2014 on the terms and conditions set out in agreement entered between Company and Mrs. Monika S. Mohite dt. 25-01-2014, approved, subject to the approval of the shareholders ensuing Annual General Meeting.

Mrs. Monika S. Mohite, is Industrialist and is having educational qualification of M. A. ( English Literature).

The Board of Directors recommends the Special Resolution as set out at item no. 11 at the Notice for your approval

None of the Directors or Key Managerial Personnel of the Company and their relatives, other than Shri. Shivaji R. Mohite and Mrs. Monika S. Mohite, are in any way concerned or interested, financially or otherwise, in these Resolutions.

8

INFORMATION REQUIRED TO BE FURNISHED UNDER THE LISTING AGREEMENT:Details of the Directors retiring by rotation and seeking re-appointment /appointment (in pursuance of Clause 49 of the Listing Agreement).

1) Name Mr. Neehal Mahamulal Pathan

Age 40 Years

Qualifications B. Com. F.C.A.

Experience He is a fellow member of The Institute of Chartered Accountants of India and having experience of more than 10 years in Finance, Accounts and Taxation.

Other Directorship Chirag Sanditext Pvt. Ltd.

2) Name Mr. Vijay Madanlal Nawandhar

Age 55 Years

Qualifications B.Com (Hons.), LLB. (Spl.), F.C.A

Experience He was partner with M/s P.D.Kunte and Company, Mumbai until 1985. Since 1985 he started his independent practice as Chartered Accountant at Sangli. He is one of the leading Chartered Accountant of Western Maharashtra.

Other Directorship 1) Vyankatesh Nagari Sahakari Patsanstha Maryadit. Sangli, a leading co-operative patsanstha from Sangli

2) Laxmi Resins Products Pvt. Ltd.

3) Navandhar Properties Pvt. Ltd.

3) Name Mr. Shankar Hindurao Patil

Age 54 Years

Qualifications B.A., G. D. C & A.

Experience Shri. Shankar H. Patil is one of the highly experienced person in banking, Construction and hotel Industry in Kolhapur region having experience of more than 20 years. He has keen interest in agriculture sector also. He was felicitated with various awards by different Organizations in respective fields.

Other Directorship 1) SHP Properties Pvt. Ltd.

2) SHP Farms Pvt. Ltd.

4) Name Mr. Ranjeet Dinkarrao Patil

Age 49 Years

Qualifications B. A.

Experience He is one of the successful businessman in Earth Moving Business and Dozer ripper for more than 20 years and also having experience of construction of Irrigation Projects.

Other Directorship N A

5) Name Mr. Sangramsinh S. Nimbalkar

Age 42 Years

Qualifications D. C. E.

Experience He is one of the successful businessman in Construction Business for more than 18 years.

9

6) Name Mrs. Monika Shivaji Mohite

Age 39 Years

Qualifications M. A

Experience Mrs. Monika Shivaji Mohite, is Industrialist and is having educational qualification of M. A. ( English Literature).

Other Directorship a)Chirag Sanditext Pvt. Ltd b) Credence Builders Pvt. Ltd. c) Divine Contractors Pvt. Ltd. d) Janhavi Motors Pvt. Ltd e) Mohitex Knitts Pvt. Ltd. f) Musk Developers Pvt. Ltd g) Pergola Builders Pvt. Ltd h) Pioneer Mining Project and development Pvt. Ltd i) Precision Developers Pvt. Ltd. j) R M Mohite Constructions Pvt. Ltd. k) R M Mohite Minerals Pvt. Ltd. l)Shiv-Dhruv Builders Pvt. Ltd m) Shivam Earth Movers Pvt. Ltd n) Starlit Developers Pvt. Ltd o) Solitaire constructions Pvt. Ltd p) United Real Estate Developers Pvt. Ltd. q) Velour Build – Con Pvt. Ltd

10

(CIN: L40108MH1990PLC058774)

Regd. Office:R. S. No. 347, Ambapwadi Phata, Off. NH-4, Vadgaon – 416112, Dist – Kolhapurwebsite : www.mohite.com email : [email protected] Tel: 0230-2471230 Fax: 0230-2471229

R. M. MOHITE INDUSTRIES LIMITED

rd I hereby record my presence at 23 Annual General Meeting of the members of R. M. MOHITE INDUSTRIES LIMITED th(CIN L40108MH1990PLC058774) to be held on Saturday, 27 September 2014 at 10.30 a.m. at the Registered Office of the

Company, situated at R. S. No. 347, Ambapwadi Phata, Off. NH-4, Vadgaon – 416112, Dist – Kolhapur.

SIGNATURE OF THE ATTENDING MEMBER/PROXY * Applicable for investors holding shares in electronic form.

PLEASE FILL IN ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.

Joint shareholder may obtain additional slip on request.

NAME OF THE SHAREHOLDER:

D.P. Id* Folio No.

NAME OF THE PROXY:

Client Id* No. of Share/(s) held

FORM No. MGT-11

Name of the member(s)

Registered Address

Email ID

Folio No./ Client ID

DP ID

I/We, being the member(s)holding ….........................equity shares of the above named company, hereby appoint

rdas my/ our proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at 23 Annual General Meeting of the members of R. M. th MOHITE INDUSTRIES LIMITED(CIN L40108MH1990PLC058774) to be held on Saturday, 27 September 2014 at 10.30 a.m. at the

Registered Office of the Company, situated at R. S. No. 347, Ambapwadi Phata, Off. NH-4, Vadgaon – 416112, Dist – Kolhapur and at any adjournment thereof in respect of such resolutions as are indicated overleaf:

Affix Revenue Stamp

Signed this ….......... day of …............... 2014

Signature of shareholder: …...............................................

Signature of Proxy holder(s) : …................................................

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the meeting.

1.Name :

Address :

Email ID :

Signature : …............................................, or failing him

2.Name :

Address :

Email ID :


3.Name :

Address :

Email ID :


[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN L40108MH1990PLC058774Name of the Company R. M. MOHITE INDUSTRIES LIMITEDRegistered office R. S. No. 347, Ambapwadi Phata, Off. NH-4, Vadgaon – 416112, Dist – Kolhapur

st1. To adopt Financial Statements as at 31 March, 2014 together with the Directors' Report and Auditors' Report thereon.

2. To appoint a Director in place of Shri. Neehal M. Pathan, (DIN: 05307518) who retires by rotation, and being eligible offers himself for re-appointment

3. To appoint Auditors and to fix their remuneration.

4. To appoint Shri. Vijay M. Nawandhar (DIN : 00218197)as the Independent Director.

5. To appoint Shri. Shankar H. Patil (DIN : 03198638) as the Independent Director

6. To appoint Shri Ranjit D. Patil (DIN : 02496342),as the Independent Director.

7. To appoint Shri Sangramsinh S. Nimbalkar (DIN : 02508155),as the Independent Director.

8. To authorize Board to borrow in excess of the limit under section 180(1)(c) of the Companies Act, 2013.

9. To appoint cost auditor.

10. To approve related party transactions

11. To appoint Mrs. Monika S. Mohite (DIN : 00425614) as Jt. Managing Director of the Company

Sr. No. Resolution For Against

r m mohite industries limited secretary mr. sachin g. bidkar company secretary & compliance...

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