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Asit C Mehta Financial Services ltd.

BSE: 530723 Sector: Financials
NSE: N.A. ISIN Code: INE041B01014
BSE 00:00 | 11 Nov 48.95 0






NSE 05:30 | 01 Jan Asit C Mehta Financial Services ltd
OPEN 48.95
52-Week high
52-Week low
P/E 6.37
Mkt Cap.(Rs cr) 24
Buy Price 51.80
Buy Qty 1.00
Sell Price 54.05
Sell Qty 440.00
OPEN 48.95
CLOSE 48.95
52-Week high
52-Week low
P/E 6.37
Mkt Cap.(Rs cr) 24
Buy Price 51.80
Buy Qty 1.00
Sell Price 54.05
Sell Qty 440.00

Asit C Mehta Financial Services ltd. (ASITCMEHTAFIN) - Director Report

Company director report

Dear Members

Your Directors present the Thirty Fourth Annual Report and the Company's AuditedFinancial Statement for the financial year ended March 31 2018.


The Company's financial performance for the year ended March 31 2018 is summarizedbelow:

Particulars Standalone (Rs. In lakhs) Consolidated (Rs. In lakhs)
2017-2018 2016-17 2017-2018 2016-17
Total Revenue 651.69 662.73 4722.16 3941.20
Profit before Interest Depreciation & Tax 505.49 513.19 816.98 717.68
Less: Interest 426.03 386.33 647.87 774.98
Less: Depreciation 136.98 135.67 227.14 221.00
Profit/ (Loss) Before Tax (57.52) (8.81) (58.03) (278.30)
Tax Expenses
Current Tax - - - -
Deferred Tax 1.98 (8.68) (12.35) (75.98)
Prior Period tax (0.06) 0.49 0.05 1.09
Net Profit/ (Loss) after Tax (59.45) (17.98) (70.43) (355.38)
Other comprehensive (0.07) 0.29 685.81 53.79
Total comprehensive income (59.51) (17.70) 615.38 (301.59)
Proposed Dividend - - - -
Tax on Proposed Dividend - - - -
Transfer to General Reserve - - - -
Balance carried to Balance Sheet (59.51) (17.70) 615.38 (301.59)
Paid up Equity Share Capital 495.26 495.26 495.26 495.26
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.)* (1.23) (0.37) (1.46) (7.35)

* Basic and Diluted Earnings Per Share is calculated excluding 118985 treasuryshares.

Notes a. The Company has adopted Indian Accounting Standard (Ind AS) with effectfrom 1st April 2017 and accordingly the financial results along with the comparatives havebeen prepared in accordance with the recognition and measurement principles statedtherein. b. The consolidated figures include the figures of two subsidiaries for entireyear.


In view of the losses the Directors do not recommend any dividend for the FinancialYear 2017-2018.


On a Standalone basis the gross earnings reduce to Rs 651.69 lakhs from Rs. 662.73lakhs. The year ended with a loss after tax of Rs. 59.45 lakhs as compared to loss aftertax of Rs 17.98 lakhs in the previous year.

The Company has let out part of the Office premises on Lease/Leave and License basis toexternal companies including ICICI Bank Limited. The Company offered advisory andconsultancy services to certain clients and earned the fees aggregating to Rs 18.00 lakhsfrom Advisory and Consultancy Division.

On a consolidated basis the gross revenues raised at Rs 4722.16 lakhs as compared toRs 3941.20 lakhs in the previous year and loss after tax was at Rs 70.43 lakhs as againstRs 355.38 lakhs in the previous year.

Nucleus IT Enabled Services Ltd. a wholly-owned subsidiary of the company–engaged in to ITeS services and Income from Operations was reduced to Rs.269.94 Lakhs ascompared to Rs.336.71 lakhs in the previous year and the loss before depreciation andfinance cost was Rs. 36.78 lakhs as compared to profit before depreciation and financecost of Rs 29.20 lakhs in the previous year. . The overall loss stood at Rs. 123.25 lakhsas against Rs 90.45 lakhs in the previous year.


The Company has three subsidiaries as on March 31 2018. There are no associatecompanies within the meaning of Section 2(6) of the Companies Act 2013 ("theAct"). There has been no change in the nature of the business of the subsidiaries.

The Company has a wholly owned subsidiary viz. Nucleus IT Enabled Services Limited.Asit C Mehta Investment Interrmediates Limited (ACMIIL) is a subsidiary of the Companypursuant to section 2(87) of the Act and material non-listed Indian subsidiary of theCompany as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

As Asit C. Mehta Comdex Services DMCC a company incorporated in Dubai is the whollyowned subsidiary of ACMIIL it becomes the subsidiary of the Company under section 2(87)of the Act.

Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company.

Your Company has formulated and adopted a "Policy for determining MaterialSubsidiaries" so that your company could identify such subsidiaries and formulategovernance framework for them. The same is also available on the website of the

Pursuant to the provisions of section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of the Company.


The paid up Equity Share Capital as on 31st March 2018 was Rs.49525600/- dividedinto 4952560 equity shares of Rs. 10/- each. There is no change in Equity share Capitalof the Company during the year.


As on the date of this report Company's Board comprises of 6 (Six) Directors out ofwhich 3 (Three) independent directors representing 50% of total strength of the Board andremaining 3 (Three) are Non-Executive Directors (NEDs) represent 50% of the total strengthincluding 1 (one) Woman Director.

b. Retirement by Rotation

In accordance with the provisions of the Act Mrs. Deena A. Mehta Non-ExecutiveDirector of the Company retires by rotation and being eligible has offered herself forre-appointment.

c. Independent Directors

Pursuant to the provisions of Section 149 of the Act Dr. Radha Krishna Murthy and Mr.Pundarik Sanyal were appointed as Independent Directors at the 30th Annual General Meetingof the Company held on September 26 2014 and Mr. Vjay Ladha was appointed as IndependentDirectors at the 31st Annual General Meeting of the Company held on September 24 2015.The terms and conditions of appointment of Independent Directors are as per Schedule IV ofthe Act.

They have submitted a declaration that each of them meets the criteria of independenceas provided in Section 149(6) of the Act and Regulation 16 (b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and there has been no change inthe circumstances which may affect their status as Independent Director during the year.

d. Board Effectiveness

i. Familiarisation Programme for the Independent Directors: In compliance with therequirement of SEBI LODR Regulations the Company has put in place a familiarisationprogramme for the Independent Directors to familiarise them with their role rights andresponsibility as Directors the working of the Company nature of the industry in whichthe Company operates business model etc. The details of the familiarisation programme isavailable on the website of the Company

ii. Evaluation of the performance of the Board its Committees and the Directors:

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed under SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

a. Expertise; b. Objectivity and Independence c. Guidance and support in context oflife stage of the Company; d. Understanding of the Company's business; e. Understandingand commitment to duties and responsibilities; f. Willingness to devote the time neededfor effective contribution to Company; g. Participation in discussions in effective andconstructive manner; h. Responsiveness in approach; i. Ability to encourage and motivatethe Management for continued performance and success;

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her evaluation. Accordingly a process of evaluation was followed by the Board forits own performance and that of its Committees and individual Directors and also thenecessary evaluation was carried out by Nomination and Remuneration Committee andIndependent Directors at their respective meetings held for the purpose

Outcome of the Evaluation: The Board of your Company was completely satisfied with thefunctioning of the Board and its Committees. The Committees are functioning well andbesides the Committee's terms of reference as mandated by law and important issues arebrought up and discussed in the Committee Meetings. The Board was also satisfied with thecontribution of Directors in their respective capacities which reflects the overallengagement of the Individual Directors. .

e. Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framedthereunder:

a. Ms. Mamta Gautam Chief Financial Officer (CFO) appointed w.e.f. December 14 2017*;b. Mr. Pankaj Jeevanlal Parmar Manager c. Ms. Meha Singh Sikarwar Company Secretary

Ms. Purvi Ambani resigned from the position of Chief Financial Officer (CFO) of theCompany with effect from December 06 2017. The Board places on record their deepappreciation and gratitude for the valuable contributions of Ms. Purvi Ambani during hertenure as the KMP of the Company.

*The aforesaid appointment was approved by the Board on recommendation of the NRC.

Criteria for selection of candidates for appointment as Directors Key ManagerialPersonnel and Senior Leadership Positions: Your Company has laid down a well-definedcriteria for the selection of candidates for appointment as Directors Key ManagerialPersonnel and Senior Leadership Positions. Directors' Remuneration Policy & Criteriafor matters under Section 178 Information regarding Directors' Remuneration Policy &Criteria for determining qualifications positive attributes independence of a directorand other matters provided under sub-section (3) of Section 178 of the Act are provided inthe section of Corporate Governance Report.

f. Policy on Directors' Appointment and Remuneration and Other Details

The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of the Annual Report.


Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors statesthat: a. in the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards have been followed along with proper explanation and thereare no material departures from the same.

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent to give a true and fair view ofthe state of affairs of the Company at the end of the financial year March 31 2018 and ofthe profit and loss of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a ‘going concern' basis.

e. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

8. MEETINGS a. Board Meetings

Five meetings of the board were held during the year. For details of the meetings ofthe board please refer to the corporate governance report which forms part of thisreport.

b. Audit Committee

The Audit Committee comprises three members. The Chairman of the Committee is anIndependent Director. The Committee met five times during the year. Details of the roleand responsibilities of the Audit Committee the particulars of meetings held andattendance of the Members at such Meetings are given in the Corporate Governance Report.


The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.


a. Statutory Auditors

M/s. Chandrakant & Sevantilal Chartered Accountants (Firm Registration No.101675W) resigned from the office of Statutory Auditors of the Company on 28th September2017 due to their inability to continue as Statutory Auditors resulting into a casualvacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8)of the Act.

M/s Chandrakant & Sevantilal & J K Shah & Co. Chartered AccountantsVadodara (F.R.No.101676W) were appointed as Statutory Auditors of the Company at theExtra-Ordinary General Meeting held on 29th November2017 to fill the casual vacancy untilthe conclusion of the ensuing Annual General Meeting (AGM) and that they shall conduct theStatutory Audit for the period ended 31st March 2018.

Subject to the approval of the Members the Board of Directors of the Company hasrecommended the appointment of M/s Chandrakant & Sevantilal & J K Shah & Co.Chartered Accountants Vadodara (F.R.No.101676W) as the Statutory Auditors of the Companyfor a period of 5 years to hold office from the conclusion of this AGM till theconclusion of the Thirty Ninth (39th) AGM to be held in the year 2023.

Members' attention is drawn to a Resolution proposing the appointment of M/sChandrakant & Sevantilal & J K Shah & Co. Chartered Accountants Vadodara(F.R.No.101676W) as Statutory Auditors of the Company which is included at Item No 3 ofthe Notice convening the Annual General Meeting.

b. Secretarial Audit

The Company has appointed M/s Mehta & Mehta Company Secretaries to undertake theSecretarial Audit of the Company pursuant to the provisions of Section 204 of theCompanies Act 2013 and The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.


The Auditors' Report does not contain any qualifications reservations or adverseremarks.

The Secretarial Audit Report for the FY 2017-18 in Form MR 3 given by M/s. Mehta &Mehta Company Secretaries in Practice is attached as Annexure I with this report. TheReport does not contain any qualifications reservations or adverse remarks.


Amounts outstanding as at 31st March 2018

(Rs. in lakhs)
Particulars Amount
Loans given 112.81
Guarantees given 0.00
Investments made 1568.11


Name of Entity Relation Amount (in lakhs) Particulars of Loan/Guarantee/ Investments Purpose
Nucleus IT Enabled Services Ltd Wholly Owned Subsidiary 112.81 Loan Business Purpose
Asit C Mehta Investment Interrmediates Limited (ACMIIL) Subsidiary 1261.27 Investments Investment in Equity Shares of the company
Omniscience Capital Advisor Pvt Ltd None 5.12 Investments Investments in pref Shares of the company
Nucleus IT Enabled Services Limited (NITES) Wholly Owned Subsidiary 300.00 Investments Investment in Equity Shares of the company
Gujarat state Fertilizers & Chemical Ltd None 1.71 Investments Investment in Equity Shares of the company


The Company has not entered into any material contracts with the related partiesduring the year 2017-18 and other contracts or arrangements are in the ordinary course ofbusiness and on an arm's length basis which were approved by the Audit Committee and theBoard from time to time. Therefore there are no particulars of contracts or arrangementswith related parties referred to in Section 188(1) of the Companies Act 2013 to disclosein the prescribed form AOC-2 and may be treated as not applicable.


The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Act and hence it is notrequired to formulate policy on Corporate Social Responsibility.


The Company has in place an Anti-Sexual Harassment Policy in line with requirementsinter-alia of the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013. An Internal Compliance Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary and trainee) are covered under this policy. The following is a summary of sexualharassment complaints received and disposed off during the Financial Year 2017-18:

No. of complaints received: NIL

No. of complaints disposed off: NIL


The Ministry of Corporate Affairs (MCA) vide its Notification dated February 16 2015has made the application of the Companies (Indian Accounting Standards) Rules 2015(Ind-AS Rules) effective for certain categories of companies from accounting periodsbeginning on April 01 2017.

The audited financial statements of the Company drawn up both on standalone andconsolidated basis for the financial year ended March 31 2018 are in accordance with therequirements of the Ind-AS Rules. Figures for the previous year have also been re-statedin line with the requirements of the above Rules.


As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure II in the prescribed Form MGT-9 which forms part of this report.


The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

i. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year:

The Directors of the Company are not paid any remuneration except the sitting fees.Hence the ratio of the remuneration of each director to the median remuneration of theemployees is NIL.

ii. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

The Board of the Company consists of Non-executive Directors. The non-executivedirectors are paid no remuneration except the sitting fees plus reimbursement of actualtravel expenses if any.

There is no increase in the remuneration of Company Secretary Manager of the Company.However there was increase in the remuneration of Ms. Purvi Ambani Chief FinancialOfficer of the Company to Rs. 19.47 Lakhs as compared to Rs. 18.37 Lakhs in the last year.

iii. The percentage increase in the median remuneration of employees in the financialyear:

Note that the Company has 1 (One) permanent Employee on the rolls of Company during theFinancial Year 2017-18 therefore it is not possible to ascertain the increase in themedian remuneration of employees in the financial year .

iv. The number of permanent employees on the rolls of company:

The Company has 1 (One) permanent Employee on the rolls of Company as on 31st March2018.

v. The explanation on the relationship between average increase in remuneration andcompany performance:

Employee received an annual increase of 6% based on individual performance. Theincrease in remuneration is in line with the market trends in the country.

In order to ensure that remuneration reflects Company performance the performance payis also linked to organization performance apart from an individual's performance. vi.Comparison of the remuneration of the Key Managerial Personnel against the performance ofthe company:

(Rs. in lakhs)
Aggregate remuneration of Key Managerial Personal 15.86
Revenue 651.69
Remunerations of KMP (as % of above) 2.43
Profit / Loss before tax (57.52)
Remunerations of KMP (as % of Profit before tax) Not computable due to loss

vii. a. Variations in the market capitalisation of the company price earnings ratio asat the closing date of the current financial year and previous financial year

(Rs. in Lakhs)
Particulars March 312018 March 31 2017 % Change
Market Capitalisation (No. of Shares X Market price) 2575.33* 1139.09 126.09
Price Earning Ratio NIL NIL -

* As no trading was done from 29.03.2018 to 31.03.2018 therefore Market price of28.03.2018 is disclosed

b. Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the company came out with the last public offerin case of listed companies:

(In Rs.)
Particulars March 2018 24th April 1995 % Increase
Market price (BSE) 52.00 35.00 48.57

viii. Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration:Not Applicable

ix. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company:

(Rs. in lakhs)
Particulars Ms. Purvi Ambani* Chief Financial Officer Ms. Mamta Gautam** Chief Financial Officer Mr. Pankaj Parmar Manager Ms. Meha Singh Sikarwar Company Secretary
Remuneration in FY 2017-18 12.75 3.11 - -
Remuneration as % of revenue 1.96 0.48 - -
Profit / Loss before tax (PBT) (57.52) (57.52) (57.52) (57.52)
Remuneration as % of PBT Not computable due to loss Not computable due to loss Not computable due to loss Not computable due to loss

*Ms. Purvi Ambani resigned from the position of Chief Financial Officer (CFO) of theCompany with effect from December 06 2017.

** Ms. Mamta Gautam Chief Financial Officer (CFO) appointed w.e.f. December 14 2017

x. The key parameters for any variable component of remuneration availed by thedirectors:

No remuneration is paid to the Directors except for the sitting fees. Therefore thereare no variable components availed by any of the Directors of the Company.

xi. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:

The Directors of the Company are not paid any remuneration except the sitting feestherefore there is no highest paid director in the Company.

xii. Affirmation that the remuneration is as per the remuneration policy of thecompany.

The Company affirms that the remuneration is as per the Remuneration Policy of theCompany.

xiii. The statement containing particulars of employees as required under Section197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:

There are no employees who were employed for a part of the financial year or throughoutthe financial year and are in: a. receipt of remuneration which was not less than Rupeessixty lakhs per annum ; b. Rupees five lakh per month;

c. in receipt of remuneration which is in excess of that drawn by ManagingDirector/Whole-time Director/ Manager and holds by himself or along with his spouse anddependent children two percent or more of the equity shares of the company.

Therefore the statement containing particulars of employees is not required to beattached.


As per Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 entered into with the stock exchange Corporate Governance Report withAuditors' Certificate thereon and Management Discussion and Analysis are attachedwhich form part of the Annual Report.

Details of the Familiarization Programme of the independent directors are available onthe website of the Company.


Policy for determining Material Subsidiaries of the Company is available on the websiteof the Company.


Policy on Dealing with Related Party Transactions is available on the website of theCompany.

(URL: )

The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 (URL: )


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


Conservation of Energy

The operations of your company involved low energy consumption. Energy conservationefforts are being pursued on a continuous basis. Close monitoring of power is maintainedto minimize wastage and facilitate optimum utilization of energy.

Your Company has installed Roof-Top Solar PV system at the registered office of theCompany in March 2017. Installation of 25kw capacity of system will result in energysaving of 37500 kwh approx.

Technology Absorption

During the year under review there is no technology absorption. The company hasneither imported any technology nor incurred any expenditure on research and developmentof technology.

Foreign Exchange Earnings and Outgo

During the year under review there are no foreign exchange earnings or outgo


No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.


There are no Material orders passed by the regulator or courts or tribunals against thecompany impacting its status as going concern and on its operations.


The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India (SS1 andSS2) respectively relating to Meetings of the Board and its Committees which havemandatory application during the year under review.


The Directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support.

The Directors also thank the Government of India the Governments of various states inIndia and concerned Government Departments / Agencies for their co-operation.

The Directors appreciate and value the contributions made by every member of the teamof Asit C. Mehta Financial Services Ltd.

29th May 2018 CHAIRMAN
Mumbai DIN: 00169048