Dear Members,

The Directors are pleased to present the (71^st) Seventy-First Annual Report on the business and operation of the Company together with the Audited Financial Statement for the year ended March 31^st 2018. A summary of the Financial Results is given below. The Management discussion and analysis is also included in this report.

(Rs. in Lakhs)

1. CORPORATE OVERVIEW

Mohota Industries Limited (Formerly- The Rai Saheb Rekhchand Mohota Spg. & Wvg. Mills Ltd.) (“The Company”) is a leading and the oldest Composite Textile Mill in Vidarbha region of Maharashtra. The Company has its Corporate Head Office at Hinganghat, Dist - Wardha, Maharashtra.

2. OVERVIEW OF THE ECONOMY

Global Economy

In 2017, the cyclical upswing underway since mid-2016 continued to strengthen and the global economy witnessed a pickup in growth. According to the International Monetary Fund (IMF), the year reported the broadest synchronized global growth surge since 2010. The advanced economies witnessed expansion owing to increased investments and manufacturing output. Similarly, key emerging markets and developing economies, including Brazil, China and India, posted strong upward momentum.

Given stronger than expected economic activity in 2017, the IMF has revised its growth forecast for the United States from 2.3% to 2.7% in 2018 and from 1.9% to 2.5% in 2019. Stronger domestic demand in the United States is projected to increase imports. In Europe too, economic activity in 2018 and 2019 is projected to remain stronger than anticipated. Moreover, the advanced economies in Asia are expected to deliver stronger growth, while the emerging and developing ones are expected to grow at around 6.5% over 2018-19, broadly the same pace as in 2017.

Indian Economy

India’s economy picked up some pace in FY 2017-18 and the gross domestic product growth was better than FY 2016-17. The structural reform of The Goods and Services Tax (GST) within a year of demonetisation is expected to provide a boost to the economic growth and investments in the long run.

With an improving business ecosystem, stable macroeconomic indicators and a liberal FDI regime, foreign capital inflow have provided impetus to the domestic economy. According to World Bank’s Global Economic Prospects report, India’s GDP is expected to rise to 7.4% in FY 2018-19 and 7.8% in FY 2019-20.

3. FINANCIAL PERFORMANCE

Your company reported a Top-line growth of 7.69% over the previous year. The Gross Revenue stood at Rs. 35,759.19 Lakhs compared with Rs. 33,207.68 Lakhs in the previous year. The Profit before tax stood at Rs. 613.65 Lakhs as against Rs. 359.82 Lakhs in the previous year. Profit before tax is increased by 70.54% as compared to previous year. The Net Profit for the year stood at Rs. 373.51 Lakhs against Rs. 291.86 Lakhs in the previous year.

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

The Company has issued 1,17,647 equity shares to Shri. Vinodkumar Mohota, Promoter of the company in its meeting held on 7^th July 2018 on preferential basis pursuant to the approval of shareholders in its EGM held on 24^th March, 2018.

4. DIVIDEND AND RESERVE

Directors recommend a dividend of 1% i.e. Rs.0.10 per equity share of Rs. 10 each aggregating to Rs. 14.59 Lakhs (Rs. 14.59 Lakhs previous year). During the year under review no amount was transferred to General Reserve.

5. SHARE CAPITAL

The paid-up Equity Share Capital as on March 31^st 2018 stood at Rs. 1458.94 Lakhs. During the year under review, the Company has not issued any Sweat Equity shares, Bonus shares or provided any stock option scheme to the employees. None of the Directors of the Company hold instruments convertible into equity shares of the Company. Company has not bought back any of its securities.

Company increased its Authorized Share Capital of the Company from existing Rs. 18,00,00,000/- (Rupees Eighteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakhs only) Equity Shares of Rs. 10/- (Rupees Ten only) each and 3,00,000 (Three Lakhs only) Non-Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) each to Rs. 30,00,00,000/- (Rupees Thirty Crores only) divided into 2,70,00,000 (Two Crore Seventy Lakhs only) Equity Shares of Rs. 10/- (Rupees Ten only) each and 3,00,000 (Three Lakhs only) Non-Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees One Hundred only) on 20^th January, 2018 through postal ballot.

During the period under review Company initiated the process of issue of Equity shares on preferential basis. Same got approved by the members on its EGM held on 24^th March, 2018. Process of issue of Equity Shares is completed and will be reflected in the Financial Year 2018-19.

6. FINANCE AND ACCOUNTS

During the year under review, the Rating agency ‘BRICKWORK’ maintained the “BBB” rating for the Company’s long term borrowings and maintained the A3 rating for the Company’s short term borrowings

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2018 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31, 2018.

7. CORPORATE GOVERNANCE

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance, forms an integral part of this report.

8. EXTRACT OF ANNUAL RETURN

The details as required under section 92(3) of the Companies Act 2013, read with rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in form MGT-9 is enclosed herewith as Annexure - A and forms an integral part of this Directors report.

9. DIRECTORS

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Shri Ranchhoddas Mohota (DIN:00247357) and Shri Shantilal Singhavi (DIN:00247332) Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief profile has been provided in the Notice convening Annual General Meeting.

10. KEY MANAGEMENT PERSONNEL

Company has following Key Managerial Personnel pursuant to section 203 of the Companies Act, 2013

Remuneration and other details of Key Managerial Personnel for the year ended 31^st March, 2018 are provided in the Extract of Annual Return is attached as “Annexure A”.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared and reviewed based on the evaluation policy after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

The performance evaluation of the independent Directors, Board as a whole and individual Director was completed. The performance evaluation of the Chairman and the Non-independent Directors were carried out by the independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

12. NUMBER OF MEETINGS OF THE BOARD

During the year under consideration, 8 (Eight) Board Meetings were convened and held, The details of the meetings of the Board and other Committees held during the Financial Year 2017-18 forms part of the Corporate Governance Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of loan, Guarantee or Investments made by the Company under Section 186 of the Companies Act, 2013, are given in the notes to Financial Statements.

The Company has invested Rs. 11.00 Crore in a partnership firm (KCM). The financial statement of the said partnership firm for the year ended 31^st March 2018 were not available, hence the impact on the profit and corresponding impact on the carrying amount of investment is not ascertainable.

14. VIGIL MECHANISM/ WHISTLE-BLOWER POLICY

The Company has a Whistle-blower policy & Vigil Mechanism pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Listing Regulation for their Directors and Employees to report their genuine concerns or grievances. The policy has been posted on the website of the Company (www.mohotaindustries.com)

15. NOMINATION AND REMUNERATION POLICY

The Company has formulated the Nomination & Remuneration policy for its Directors, key managerial personnel and senior employees keeping in view the following:

- the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully;

- relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

- remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

This policy also lays down criteria for selection and appointment of Board Members. Details of this policy can be accessed at Company’s web-site www.mohotaindustries.com .

16. RISK MANAGEMENT POLICY

Company has developed and implements Risk Management Policy including identification of elements of risk which in the opinion of the Board may threaten to the existence of the Company. Board and Audit Committee periodically reviewed/evaluates the risk management framework so that the future risk can be minimized.

17. RELATED PARTY TRANSACTION

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. The disclosure in form AOC-2 is attached as Annexure B. The Company has developed a Related Party Transactions framework through Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee and also to the Board for approval. Transactions which are of repetitive nature are reviewed on a quarterly basis and a statement giving details of all Related Party Transactions was placed before the Audit Committee and the Board for review and approval.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) 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 of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the directors have prepared the annual accounts on a going concern basis;

(v) That the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. AUDITOR’S REPORT AND STATUTORY AUDIT

M/s M.M. Parikh & Co., Chartered Accountants (Firm Registration Number: 107557W) has been appointed as the Statutory Auditors of the Company at the 70^th Annual General Meeting (AGM) for the period of five years i.e. until the conclusion of the 75^th (Seventy Fifth) AGM of the Company to be held in the year 2022, subject to the ratification by the members at every ensuing AGM. Therefore, ratification of appointment of the Statutory Auditor is being sought from the members at the ensuing Annual General meeting as required under the provisions of section 139 of the Companies Act, 2013 to audit the accounts of the company for the Financial Year 2018-19.

The Company has received written confirmation from M/s M.M. Parikh & Co., Chartered Accountants that their appointment, if made, would be in conformity with limit specified in the said section.

Auditor express following opinion on the financial results during the year under review:

1. PCFC USD account showing credit balance of Rs. 36,25,076/- is subject to reconciliation.

2. The Company has invested Rs. 11 Crore in a partnership firm. The financial statement of the said partnership firm for the year ended 31^s’ March, 2018, were not available, hence the impact on the profit and corresponding impact on the carrying amount of investment is not ascertainable.

The observations made in the Auditor’s Report are dealt with separately in the Notes to the Statement of Profit and Loss and the Balance Sheet in Note No. 30 to 40 of the Accounts. These are self-explanatory and do not call for any further comments.

21. COST AUDITORS

As per the requirement of Central Government and pursuant to Section 148(3) of the Companies Act, 2013 and Rules 6(2) read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has been carrying out audit of cost records every year.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s Khanuja Patra & Associates, Cost Accountants. (Firm Registration No.: 000214) as Cost Auditor to audit the cost records of the Company for the Financial Year 2018-19. As required under the Companies Act, 2013, a resolution seeking members’ approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

22. SECRETARIALAUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has re-appointed Shri Dinesh Kumar Deora, Company Secretary in Practice (Membership No. FCS 5683, C.O.P. No.4119) to undertake the Secretarial Audit of the Company for Financial Year 2018-19. The Secretarial Audit Report is included as Annexure - C and forms an integral part of this Report.

There is no audit qualification by the Secretarial auditor for the year under review.

23. SAFETY AND POLLUTION CONTROL

The Company accords priority to the health and safety of its employees and surroundings. It has been taking proper care in complying with all the statutory requirements relating to safety, environment and pollution control, following are the measures taken by the company.

1. Company has installed 264m3 per day feed capacity automated ETP tertiary system to recycle the water at the Company’s effluent treatment plant.

2. Tree plantation in land adjacent to Mill’s ETP Plant.

3. The Company has undertaken modernization in its Effluent Treatment Plant. Compressed air diffusers have been installed in dosing and aeration tanks. Results of treated effluent are at par with MPCB’s Norms.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure - D to this Report.

25. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished In Annexure- E and forming part of the Directors’ Report for the year ended March 31, 2018.

The Company at present does not have any employee drawing salary in excess of the limit specified under section 197 of the Companies Act, 2013.

26. SUBSIDIARIES

The Company does not have any subsidiary/subsidiaries within the meaning of the Companies Act, 2013.

27. DEPOSIT

The Company has not accepted any deposits from public. Therefore, the requirement of Chapter V of the Companies Act, 2013 is not applicable to it.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

According to the Companies Act, 2013, the company is not covered under the Companies (Corporate Social Responsibility) Rules 2013, during the period under review.

29. SEGMENTWISE PERFORMANCE:

The Company has only one business segment i.e. “Textiles”.

30. INTERNAL CONTROL SYSTEM AND ADEQUACY:

The Company has a proper and adequate Internal Control System to ensure that its assets are safeguarded and protected against unauthorized use and disposition and all the transactions are properly recorded and reported. The Company also has a system of management reviews to ensure compliance with the prescribed procedures and authority levels.

Pursuant to section 134(5)(e) of the Companies Act, 2013, The Company has proper and adequate Internal Control and Internal Financial Control System, same is reviewed by Company’s Internal Auditor together with Statutory Auditors, the Report by auditor on the company’s Internal Financial Control System forms a part of Independent Auditors Report.

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

The Company laid down an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at workplace (prevention, prohibition and redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received in this regard. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No sexual harassment complaints were received during the year 2017-18.

32. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT

Employees are the company’s most valuable resources. The company continues to create a favorable environment at work place. The company also recognizes the importance of training and continuously deputes its work force in various courses/seminars relating to important management tools like ‘Total Quality Management’ (TQM). The management is specifically calling professionals from various research institutes to train its work force.

The Company has taken following initiatives for skill development program for worker & staff.

1 Training to maintenance staff by qualified engineers from Voltas Ltd., Murata Machinery, Saurer Schlafhorst and Toyota.

2. Shop floor training to technical staff on “Air Engineering” (Humidification System) by B.T.R.A. a renowned textile research association.

3 Training to shop floor workers/operatives by trainer from U.T.T.S., Ahmedabad who guided them about discipline and work procedure while working on machines with proper safety for Toyota Airjet Looms.

4 Deputed staff members to attend National Textile Conference organized by Textile Association of India.

5. Organized in-house seminars on “Goods and Service Tax Implementation” for the Top and Middle level employees. Deputed employees to attend various seminar organized by VIA, TEXPROCIL, ICSI etc. as a part of an ongoing development process.

Following social activities held by the Company

1 Organized Blood donation Camp on Founder’s Day of the Company i.e. on 29th March by which donated 100 units of blood to Blood Bank.

2 During the year, the Company organized seminar on “Stress-Management” by one of a reputed social and charitable Trust from Mumbai for entire staff members of the Mills.

Industrial relations are cordial and satisfactory.

33. CAUTIONARY STATEMENT

Statement in this Director’s Report including Management Discussion and Analysis describing the Company’s objective, projections, estimates, expectations or predictions may be “Forward Looking Statements” within the meaning of applicable securities laws & regulation. Actual results might differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include, among others, economic conditions affecting demand/supply and price conditions in the market in which the company operates, changes in the Government regulations, tax laws and other statutes and incidental factors.

34. ACKNOWLEDGEMENTS

The Directors wish to place on record, their appreciation and gratitude for all the co-operation extended by Government Agencies, Bankers, Financial Institutions and Shareholders. The Directors also record their sense of appreciation for the sincere services rendered by all the Executives and Staff of the company and for their valuable contribution in the working of the company.

On Behalf of the Board

Mohota Industries Limited

Sd/-

Place : Hinganghat Dr. Ranchhoddas Mohota

Dated: 14.08.2018 Chairman