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Mehta Housing Finance Ltd.

BSE: 511740 Sector: Financials
NSE: N.A. ISIN Code: INE239B01014
BSE 00:00 | 13 Feb 7.35 0
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NSE 05:30 | 01 Jan Mehta Housing Finance Ltd
OPEN 7.35
PREVIOUS CLOSE 7.35
VOLUME 1
52-Week high 12.15
52-Week low 7.19
P/E
Mkt Cap.(Rs cr) 2
Buy Price 7.35
Buy Qty 299.00
Sell Price 8.10
Sell Qty 9.00
OPEN 7.35
CLOSE 7.35
VOLUME 1
52-Week high 12.15
52-Week low 7.19
P/E
Mkt Cap.(Rs cr) 2
Buy Price 7.35
Buy Qty 299.00
Sell Price 8.10
Sell Qty 9.00

Mehta Housing Finance Ltd. (MEHTAHOUSGFIN) - Director Report

Company director report

To

The Members/Shareholders

The Directors of your Company have pleasure in presenting their Twenty Fifth AnnualReport on the business and operations of the Company and Audited Accounts for thefinancial year ended on 31st March 2019.

FINANCIAL PERFORMANCE:

The Financial Performance of the Company for the financial year ended 31st March 2019as compared to the previous year are summarized below: -

(Rs. In Lacs)
Particulars 2018-19 2017-18
Income from operations 0.00 0.00
Other Income 3.35 7.58
Total Revenue 3.35 7.58
Operating & administrative Expenses 7.31 7.16
Operating Profit before interest depreciation and tax (3.96) 0.42
Depreciation/ Amortization 0.00 0.00
Profit/(loss) before finance costs and exceptional items (3.96) 0.42
Interest and financial charges 0.00 0.00
Exceptional items 0.00 0.00
Profit/(loss) before tax (3.96) 0.42
Tax Expense 0.00 0.00
Profit/(loss) after tax (3.96) 0.42

PERFORMANCE HIGHLIGHTS:

The total revenue of the Company during the current financial year which commenced on1st April 2018 and ended on 31st March 2019 was Rs. 3.35 lacs against Rs. 7.58 lacs inthe previous financial year which commenced on 1st April 2017 and ended on 31st March2018. The total expenditure during the current financial year was Rs. 7.31 lacs againstRs.7.16 lacs in the previous financial year. The Profit/Loss after tax for the year underreview was Rs. 3.96 lacs. The said figure during the previous financial year was Rs. 0.42lacs (profit). Due to adverse market conditions the Directors trust that the shareholderswill find the performance of the company for financial year 2018-19 to be satisfactory.The Earning per Share (EPS) of the company is Rs. (0.128) per share.

BUSINESS OPERATIONS AND FUTURE OUTLOOK:

During the year under review the company has a gross income of Rs. 3.35 Lacs. Thecompany is working out for new business strategies and awaits to take necessary actionsat appropriate opportunities. The Indian economy is growing strongly and remains a brightspot in the global landscape. India’s overall outlook remains positive particularlywith respect to negation of counter effects caused during previous year due tointroduction of goods and service tax and withdrawal of high-denomination banknotes fromcirculation. However the growth will be slow temporarily as a result of inflationconsequent to certain internal and external factors that shall affect consumption andbusiness activity. The corrective measures adopted by the government in power shallendeavors to protect the economy of country.

DIVIDEND:

To cater the growing need of funds for business operations your Directors have decidednot to recommend any dividend on Equity Shares for the year under review.

AMOUNTS TO BE CARRIED TO ANY RESERVES:

In view of loss incurred during the year under review no amount has been proposed to betransferred from profit and loss accounts to reserves.

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments have occurred between the end of financial year ofthe company and the date of this report affecting the financial position of the company asat 31st March 2019.

SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES:

Your Company does not have any subsidiaries joint ventures and associate companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the requirements of the Companies Act 2013 Mrs. Bhavna D. Mehta (DIN01590958) is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible offer herself for re-appointment. The Board recommends her reappointment.

Confirmation of Appointment:

• Pursuant to the provisions of the section 161(1) of the Companies Act 2013 readwith the Articles of Association of the company Mr. Manish Amin (DIN: 08146675) isappointed as Additional Director and he shall hold office only up to the date of thisAnnual General Meeting and being eligible offer himself for re-appointment as IndependentDirector of the Company to hold office for 5 (five) consecutive years.

• Brief details of Directors proposed to be appointed/re-appointed as requiredunder Companies Act 2013 or any other laws rules and regulation as updated from time totime are provided in the Notice of Annual General Meeting forming part of this AnnualReport.

• Mr. Mitesh Sheth has been vacated his office of directorship automatically dueto disqualification under sec 164(2) on 31.03.2019 and the Board had taken the same onrecord. The Company has Four Directors on its Board.

• The Company has appointed Mr. Chirag D. Mehta as a Chief Financial Officer inthe company after end of financial year i.e. on 15/04/2019.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

Your company is not involved in carrying out any manufacturing activity. Theinformation on Conservation of Energy Technology Absorption and Foreign Exchange Earningsand Outgo as stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 is therefore not required to be furnished.

RELATED PARTY TRANSACTIONS:

Your Company had not entered into any contract or arrangement with related parties interms of Section 188 (1) of the Companies Act 2013. The disclosure of related partytransactions as required to be made under Section 134(3) (h) of the Companies Act 2013 inForm AOC -2 is therefore not applicable. Transactions with related parties as perrequirements of Accounting Standard 18 are disclosed in the notes to accounts annexed tothe financial statements.

AUDITORS & AUDITORS’ REPORT:

M/S. P.P. Patel & Brothers Chartered Accountants (Firm Registration No.- 107743W)who have consented to act as auditors of company were appointed as Statutory Auditors ofthe Company to hold office from the conclusion of 24th Annual General Meeting till theconclusion of 29th Annual General Meeting at such remuneration plus service tax or anyother applicable taxes payable if any at the applicable rate from time to time plusout-of-pocket expenses incurred by them for the purpose of audit of the Company’saccounts exclusive of any remuneration fees or charges payable to them for rendering anyother services that may be rendered by them to the Company from time to time other than inthe capacity of Auditors as may be fixed by the Board of Directors.

The Provisions of first proviso to section139(1) of the Companies Act 2013 requires toratify appointment of M/S. P.P. PATEL & BROTHERS Chartered Accountants (FirmRegistration No. 107743W) as Statutory Auditors of the Company at such remuneration asmay be mutually agreed between the Board of Directors of the Company and the Auditors.Accordingly their appointment as a statutory auditor is proposed to be ratified in ensuingAnnual General Meeting.

AUDIT QUALIFICATION:

The notes on financial statement referred to in the auditor’s report does notcontain any qualification reservation or adverse remarks and are self explanatory and donot call for any further explanation/comment from the board.

REPORTING OF FRAUDS BY THE AUDITOR:

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and /or Board under Section 143(12) ofthe Act and Rules framed there under.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act 2013 the Extract of Annual Return inform MGT-9 is attached as Annexure-A and it is part of director’s report. The Companyhas also placed a copy of Annual Return of the Company on its website atwww.mehtahousing.com

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been complied with.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company had appointed Mr. Rohit Bajpai Practicing Company Secretary (CPNo. 6559) as a Secretarial Auditor to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report for FY 2018-19 is annexed which forms part of this report asAnnexure-B. The secretarial audit report does not contain any qualification reservationor adverse remark or disclaimer.

MANAGEMENT DISCUSSION AND ANALYSIS:

The report on Management Discussion and Analysis is annexed to this Report asAnnexure-C.

BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as stipulated under Regulation 34(2) (f) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable tothe Company for the FY ended 31st March 2019.

SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY:

We are continuously striving to promote better and more effective sustainability policyand practices. In order to ensure transparent communication of our sustainability effortsto all our stakeholders we have made conscious efforts through technology innovation andeffective communication and transparency.

Further the Company considers CSR as part of its activity and believes that it isimperative for the growth of the country and company. The company is not required toconstitute Corporate Social Responsibility Committee of Board under Section 135(1) ofCompanies Act 2013.

NUMBER OF BOARD MEETINGS:

The Board of Directors meets 7 (Seven) times during the year under review on:

Sr.No. Date Directors present
1. 30/04/2018 4
2. 30/05/2018 4
3. 14/08/2018 4
4. 05/11/2018 4
5. 22/11/2018 4
6. 14/02/2019 4
7. 31/03/2019 3

The Composition of the board and details of attendance of the members at the boardmeetings during the year are given below:

Sr. No. Name of Director Board Held Meetings Attended
1. Bhavna D. Mehta 7 7
2. Ramniklal D. Sojitra 7 7
3. Chirag D. Mehta 7 7
4. Mitesh T. Sheth 7 6

NUMBER OF AUDIT COMMITTEE MEETINGS:

During the year under review Audit Committee met four times on the dates as follows:

Sr.No. Date Directors present
1. 30/05/2018 3
2. 14/08/2018 3
3. 05/11/2018 3
4. 14/02/2019 3

The Composition of the Audit Committee and details of attendance of the members at thecommittee meetings during the year are given below:

Sr. No. Name Category No. of Meetings during the year
Held Attended
1. Ramniklal D. Sojitra Chairman Independent & Non-Executive Director 4 4
2. Bhavna D. Mehta Non-Executive Director 4 4
3. Mitesh T. Sheth* Independent & Non- Executive Director 4 4

*Mr. Mitesh Sheth was removed from board and hence he was ceased as a member of auditcommittee w.e.f 31/03/2019 and Mr. Manish Amin was appointed in his place.

NUMBER OF NOMINATION AND REMUNERATION COMMITTEE MEETINGS:

As there was one appointment of Director during the year under review there wasrequirement to conduct Nomination and Remuneration Committee meeting and hence on31.03.2019 the meeting of Nomination and Remuneration Committee was held to decidequalification and recommended the appointment of Mr. Manish Amin on Board of the Company.

NUMBER OF STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS:

During the year under review Stakeholders Relationship Committee met four times on thedates as follows:

Sr. Date Directors present
1. 30/05/2018 3
2. 14/08/2018 3
3. 05/11/2018 3
4. 14/02/2019 3

The composition of the Stakeholders' Relationship Committee and details of meetingsattended by the members are given below:

Sr. No. Name Category No. of Meetings during the year
Held Attended
1. Ramniklal D. Sojitra Chairman Non-Executive Director 4 4
2. Bhavna D. Mehta Managing Director 4 4
3. Mitesh T. Sheth* Independent & Non- Executive Director 4 4

*Mr. Mitesh Sheth was removed from board and hence he was ceased as a member of auditcommittee w.e.f 31/03/2019 and Mr. Manish Amin was appointed in his place.

INDEPENDENT DIRECTORS’ MEETING:

The Independent Directors met 23.03.2019 without the attendance of Non-IndependentDirectors and members of the Management. The Independent Directors reviewed theperformance of Non-Independent Directors and the Board as a whole; the performance of theChairman of the Company taking into account the views of Executive Directors andNon-Executive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

BOARD EVALUATION:

The Board adopted a formal mechanism for evaluating its performance as well as that ofits Committees and individual Directors including the Chairman of the Board. The exercisewas carried out through a structured evaluation process covering various aspects of theBoard functioning such as composition of the Board & committees experience &competencies performance of specific duties & obligations contribution at themeetings and otherwise independent judgment governance issues etc.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Company’s policy on Directors’ appointment and remuneration and othermatters provided in section 178(3) of the Companies Act 2013 is available on the websiteof the Company at www.mehtahousing.com.

VIGIL MECHANISM:

Pursuant to Section 177(9) of the Act a vigil mechanism has been established forDirectors and employees to report to the management instances of unethical behaviouractual or suspected fraud or violation of the Company’s code of conduct or ethicspolicy. The said policy is uploaded on the website of the Company at www.mehtahousing.com.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis Report which form part of this report.

RISK MANAGEMENT:

The Company is not statutorily required to form risk management committee. However theAudit Committee of the Company evaluates the risk management system regularly.

Details of various committees constituted by the Board of Directors as per theprovisions of applicable sections and provisions of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 given in the CorporateGovernance Report and forms part of this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186:

During the year under review your Company has not made any Loans and advances in thenature of loans to subsidiaries or to firms/companies in which directors are interested.Hence disclosure pursuant to Regulation 34(3) read with part A of Schedule V of theListing Regulation is not required. It also not given any Guarantees or made Investmentsin excess of the limits within the meaning of Section 186 of the Act.

STATEMENT ON DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of Independence provided in 149(6) of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Further there has been no change in the circumstances which may affecttheir status as Independent Director during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There were no significant and material orders passed by the regulators or courts ortribunals which would impact the going concern status of the company and theCompany’s future operations.

DEMATERIALISATION OF SHARES:

To provide best services to the shareholders and investors company’s equityshares are made available for dematerialization in electronic form in the Depositorysystems operated by National Securities Depository Limited (NSDL) and Central DepositoryServices (India) Ltd. (CDSL).

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following:

a) that in preparation of the annual financial statements for the financial year endedon 31st March 2019 the applicable accounting standards have been followed along withproper explanation relating to material departures if any;

b) that such accounting policies have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at 31st March 2019 and ofthe Profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that the proper internal financial controls were in place and that financialcontrols were adequate and were operating effectively;

f) that proper systems to ensure compliance with the provisions of all applicable lawswere in place were adequate and operating effectively;

DEPOSITS:

During the year under review your Company has not accepted any fixed deposits withinthe meaning of the provisions of Chapter V Acceptance of Deposits by Companies read withrules thereto.

PARTICULARS OF EMPLOYEES :

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in separate annexure forming part of this Report as Annexure D

None of the employees of the Company are in receipt of remuneration in excess of thelimits which are required to be disclosed by way of statement under Section 197 of theCompanies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The statement containing particulars ofsuch employees is therefore not required to be furnished.

CORPORATE GOVERNANCE:

The new Listing Regulations has provided exemption under regulation 15(2)(a) fromapplicability of Corporate Governance provisions as specified in regulations 17 18 1920 21 22 23 24 25 26 27 and clause (b) to (i) of sub-regulation (2) of regulation46 and Para CD and E of Schedule V in respect of listed entities having paid-up Equityshare Capital not exceeding rupees ten crores and net worth not exceeding rupees twentyfive crores as on the last day of the previous financial year.

Your Company falls under the exemption criteria as laid down under Regulation 15(2) (a)and therefore not required mandatorily to comply with the said regulations.

The Company therefore is not required to make disclosures in Corporate GovernanceReport as specified in Para C of Schedule V to the Listing Regulations.

However pursuant to Regulation 15(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 notwithstanding sub-regulation (2) of regulation 15 theprovisions of Companies Act 2013 shall continue to apply wherever applicable.

The certificate as required under Schedule V (E) of the Listing Regulations regardingcompliance of conditions of Corporate Governance is annexed to this report as Annexure-E.

DEMAT SUSPENSE ACCOUNT:

There are no shares in Demat Suspense/Unclaimed Suspense Account.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

No complaint has been brought to the notice of the Management during the year ended31st March 2019.

FINANCIAL YEAR ALIGNED WITH THE REQUIREMENTS OF COMPANIES ACT

2013

The company has aligned the period of financial year to commence from 1st April and endon 31st March every year in compliance with the requirement of section 2(41) of theCompanies Act 2013.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Act and the rules made there under.

ACKNOWLEDGEMENT:

The Directors take this opportunity to place on record the appreciation of the valuablecontribution and dedication shown by the employees of the Company RTA Auditors andPracticing Company

Secretary which have contributed to the successful management of the Company’saffairs.

The Directors also take this opportunity to thank all the Stakeholders InvestorsClients Banks Government Regulatory Authorities and Stock Exchange for their continuedsupport.

For and on behalf of Board of Directors
Place: Ahmedabad Sd/- Sd/-
Date: 30th May 2019 Mr. Chirag D. Mehta Mrs. Bhavna D. Mehta
Managing Director Director
(DIN: 00484709) (DIN: 01590958)