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To, The Members Mohit Industries Limited

Your Directors are pleased to represent the 33^rd Annual Report of the Business and operations of your Company and the Audited Financial Statements for the Financial Year ended 31^st March, 2023.

1. FINANCIAL RESULTS & PERFORMANCE

2. STATE OF COMPANY'S AFFAIR

During the year, your Company recorded total revenue of Rs. 16,992.58 Lakhs against Rs. 16,986.16 Lakhs in the previous year, resulting into Loss before Tax of Rs. 128.99 Lakhs during the year as compared to Profit before Tax Rs. 36.23 Lakhs in previous year. Total Comprehensive Income during the year was Rs. 266.86 Lakhs as compared to Rs. 598.10 Lakhs in the previous year. A detailed analysis on the Company's performance is included in the "Management Discussion and Analysis" Report, which forms part of this Report.

3. EXPORT

The Company has exported Polyester Draw Texturized Yarn (DTY) with a Premium and in its Brand Name to South Korea, Thailand, Czech Republic, Denmark, Bangladesh, Egypt, Nepal and many more Countries. During the year under review, your company has recorded export turnover of 3,260.83 lakhs, against last year's figure of 5,160.16 lakhs. Your company also holds Certificate of Oeko-Tex? Standard 100.

4. DIVIDEND

With a view to conserve the resources for the Company's Business operations, your directors have not recommended any dividend for the year ended 31^st March, 2023.

5. UNCLAIMED DIVIDEND

Pursuant to the provisions of Section 124(5) of the Act, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven consecutive years from the date of such transfer then the said unclaimed or unpaid dividend amount shall be transferred by the Company along with interest accrued, if any, to the Investor Education and Protection Fund ("the IEPF"), a fund established under sub-section (1) of Section 125 of the Act.

Before transferring the unclaimed dividends to IEPF, individual letters are sent to those Members whose unclaimed dividends are due for transfer to enable them to claim the dividends before the due date for such transfer. The details of unclaimed/unpaid dividend are available on the website of the Company viz., www.mohitindustries.

Details of Unclaimed Dividend as on March 31, 2023 and due dates for transfer are as follows:

6. TRANSFER TO RESERVE

During the year under review, Company has not transferred any amount from profit to General Reserve.

7. SHARE CAPITAL

The Authorized Share Capital of the Company as on 31^st March, 2023 was Rs. 25,00,00,000/- divided into 2,50,00,000 Equity share of Rs. 10/- each and paid-up share capital of the Company as on 31^st March, 2023 was Rs. 14,15,75,750/- divided into 1,41,57,575 Equity Shares of Rs. 10/- each. During the year under review, Company has not issued shares or convertible securities or shares with differential voting rights and has also not granted any stock options or sweat equity or warrants.

8. FORFEITURE OF SHARES

During the year under review, the Company has not forfeited any equity shares.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Joint Venture Company. The Company has following Associate Company withing the meaning of Section 2(26) of Companies Act, 2013:

The Consolidated Financial Statements of Mohit Industries Limited with its associate companies is prepared in accordance with Ind AS- 110 on Consolidated Financial statements and Equity method of accounting given in Ind AS - 28 on "Accounting of Investments in Associates in Consolidated Financial statements".

A statement containing the salient features of the financial statement of the Company's Associates under the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 has been annexed as "Annexure-I" in prescribed form AOC-1.

11. CHANGE IN NATURE OF BUSINESS

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

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013.

Annual Return of the Company for the Financial year 2022-23 pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, is placed on the Company's website at www.mohitindustries.com

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Naresh Sitaram Saboo (DIN: 00223350), Director shall retire by rotation at 33^rd Annual General Meeting of the Company and is being eligible has offered himself for re-appointment. Based on the confirmations received from Directors, none of the Directors are disqualified under Section 164 of the Companies Act, 2013.

During year under review, Mrs. Mittal Shah resigned from the post of Company Secretary and Compliance officer w.e.f. 10^th February, 2023 and Ms. Janvi Shirawala was appointed as Company Secretary and Compliance officer of the Company w.e.f. 30^th March, 2023.

During the Year under review, the Board met 8 (Eight) times and has accepted all recommendations made to it by its various committees. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standards as prescribed by the Institute of Company Secretaries of India.

The Details of all meeting of Board of Directors had taken place during the year and their details along with their attendance forms part of the Corporate Governance Report.

Detailed note on Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, and Stakeholders Relationship Committee of Directors, number of meetings held of each Committee during the Financial Year 2022-23 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report.

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section read with Schedule IV of the Companies Act, 2013.

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, hereby confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departments;

B. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs if the Company at the end of the financial year and of the profit and loss of the Company for that period;

C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregulations;

D. That the directors had prepared the annual accounts on a going concern basis; and

E. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

F. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the year under review, The Company do not falls under the criteria mentioned under Section 135 of Companies Act, 2013, hence the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

The performance evaluation of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as participation in decision making; participation in developing corporate governance; providing advice and suggestion etc. The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company, constructive suggestions and its minority shareholders etc.

In a separate meeting of independent directors held on 30^th March, 2023, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

Company's success as an organization depends on its ability to identify and leverage the opportunities while managing the risks. In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective during the year under review. The Company has a well-placed, proper and adequate internal financial control system which is commensurate with the size and nature of business and which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly.

The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. Mrs. Vaidehi Wate, Chartered Accountant was appointed as Internal Auditor of the company for the Financial Year 2022-23. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

Further, M/s. R B Hardwani and Co, Chartered Account (Firm Registration No. 147133W) is appointed to carry out internal audit of the Company for the Financial Year 2023-24.

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board' report. The detailed report forms part of Independent Auditors Report.

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy and defined the scope of the Committee which is in line with the provisions of the Companies Act, 2013. The policy is available on Company's website and weblink for the same is https://www.mohitindustries.com/upload/files/download/NOMINATION%20AND%20REMUNERATION %20POLICY.pdf.

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides for adequate safe guards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company www.mohitindustries.com and the weblink for the same is https://www.mohitindustries.com/upload/files/download/Whistle%20Blower%20Policy.pdf.

Risk Management is a structured approach to manage uncertainty. An enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Structure, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process over the period of time will become embedded into the Company's business system and processes, such that our responses to risk remain current and dynamic. Company has voluntarily adopted the Risk Management Policy and uploaded the same on Company's website at www.mohitindustries.com and weblink for the same is https://www.mohitindustries.com/upload/files/download/Risk%20Management%20Policy.pdf.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm's length in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business on an arm's length basis. The particulars of contract or arrangements entered into by the Company with related parties in terms 188(1) of the Companies Act, 2013 are disclosed in Form No. AOC-2 as annexed "Annexure-II". Details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in the notes to the standalone / consolidated financial statements.

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, your Company has formulated a Policy on Material Related Party Transactions which is available on Company's website at https://www.mohitindustries.com/upload/files/download/Related%20Party%20Transaction%20Policy. pdf.

With reference to Section 134(3)(g) of the Companies Act, 2013, loans, guarantees and investments made under section 186 of the Companies Act, 2013 forms part of the Notes to the financial statements provided in this Annual Report.

Equity Shares of Company continue to be listed on BSE Limited till the signing date of this report. The Company has paid the requisite listing fees to the stock exchange.

With reference to Section 134(3)(m) of the Companies Act, 2013, the details of conservation of energy, technology absorption and foreign exchange earnings are as per "Annexure–III".

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015 and applicable provisions of Companies Act, 2013 the Management Discussion and Analysis Report forms part of this Annual Report.

Your Company has incorporated the appropriate standards for corporate governance. Company is filing Corporate Governance Report to stock exchange quarterly. Report on Corporate Governance pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed to this Annual Report.

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosure pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are as per "Annexure – IV".

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on recommendation of audit Committee, has appointed Mr. Dhirren R. Dave & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial year ended on 31^st March, 2023. The secretarial report for the financial year 2022-23 is attached as "Annexure-V". Report of secretarial auditor is self-explanatory and need not any further clarification. Further the Board of Directors of the Company in its meeting held on 29.05.2023 appointed Mr. Dhirren R. Dave & Co., Practicing Company Secretaries to undertake Secretarial Audit for the Financial Year 2023-24.

The Company is required to maintain Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are made and maintained. M/s. Nainesh Kantliwala & Associates, Cost Accountant, Surat appointed as a Cost Auditor of the Company for the Financial Year 2022-23 and after completion of the audit they will submit their report to the Company and the same will be submitted with the Central Government as per provisions of Companies Act, 2013 and rules made thereunder.

As required under the Companies Act, 2013, the remuneration of Cost Auditors as approved by the Board of Directors is subject to ratification by the shareholders at the ensuing Annual General Meeting and with respect to the same, resolution seeking member's approval forms part of the Notice convening the 33^rd Annual General Meeting.

The Members at the 32^nd Annual General Meeting of the Company held on 30.09.2022, had appointed M/s. Rajendra Sharma & Associates, Chartered Accountants (Firm Registration No. 108390W) as the Statutory Auditor of the Company to hold office for a term of Five consecutive years i.e., from the conclusion of the 32^nd Annual General Meeting until the conclusion of the 37^th Annual General Meeting.

REMARKS OR DISCLAIMER MADE BY THE AUDITOR / COMPANY SECRETARY IN PRACTICE IN THEIR REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

38. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to provide a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaints Committee (ICC) has been set up in compliance with the POSH Act. During the year under review, no complaints were reported to the Board.

In terms of Section 134(3)(i) of the Companies Act, 2013, it is reported that, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the Financial Year of the Company and date of this report.

During the year under review, there are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and Company's operations in future.

The Board framed policies on Preservation of Documents and Determining Materiality for Disclosure to Stock Exchanges which are available at the Company's website and weblink for the same is https://www.mohitindustries.com/upload/files/download/Policy%20on%20Preservation%20of%20Docu ments%20and%20Archival%20of%20Documents%20in%20the%20Website.pdf.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under section 143(12) of Act and Rules framed thereunder.

Your Directors confirm that, Company complies with applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

During the year under review, the Company has not made any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

During the year under review, It is Not Applicable to the Company.

During the year under review, in compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020 and in commitment to keep in line with the Green Initiative, Notice of 33^rd Annual General Meeting along with the Annual Report 2022-23 of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). Members may note that the Notice and Annual Report 2022-23 will also be available on the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

Statements in this report and its annexures describing company's projections, expectations and hopes are forward looking. Though, these are based on reasonable assumption, their actual results may differ.

Your Directors thank the Government of India, the State Governments, local municipal corporations and various regulatory authorities for their co-operation and support to facilitate ease in doing business.

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors wish to place on record deep appreciation, for the contribution made by the employees at all levels for their hard work, commitment and dedication towards the Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights.