The Board of Directors of the Company takes pleasure in presenting the 28thDirectors Report on the business and operations of the Mehta Housing Finance Limited(the Company or MHFL) together with the Audited FinancialStatements for the year ended March 31 2022.
STATE OF AFFAIRS
During the year under review the Company was taken over vide open offer issued interms of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations 2011(SAST Regulations) by Mr.Pankaj Ruparel and his family members. Subsequentlythe management of the Company underwent a complete change and new Directors were appointedto manage the affairs of the Company.
In the 27th Annual General Meeting held in July 2021 the Main objects ofthe Company were also changed to incorporate objects relating to manufacturing tradingand production of food items and related activities thereof. The Company has since beenundertaking activities towards operationalizing itself in the said field.
Post completion of the financial year as a step towards setting up the food relatedactivities the Company bought 22.22% stake in Ruparel Food Specialties Private Limitedand is in the process of setting up a manufacturing unit and undertake related productionand trading activities in times to come.
The Company's financial performance for the year ended March 31 2022 is summarizedbelow:
|Particulars ||Standalone |
| ||(Amount in lacs ( )) |
| ||Financial Year ended March 31 2022 ||Financial Year ended March 31 2021 |
|FINANCIAL RESULTS || || |
|Revenue from operations ||0.00 ||0.00 |
|Other Income ||0.00 ||0.00 |
|Total Revenue ||0.00 ||0.00 |
|Total Expenses ||9.41 ||10.82 |
|Profit/ (Loss) before tax and Exceptional Items ||(9.41) ||(10.82) |
|Less: Provision for Tax ||0.00 ||0.00 |
|-Current Tax ||0.00 ||0.00 |
|- Deferred Tax ||0.00 ||0.00 |
|Profit/(loss) after tax and before Exceptional Items ||(9.41) ||(10.82) |
|Exceptional items ||0.00 ||0.00 |
|Profit/for the year ||(9.41) ||(10.82) |
During the year under review since the Company is yet to commence operationalactivities it has incurred a total expenditure of Rs. 9.41 lacs in comparison toexpenditure of Rs. 10.82 lacs in the previous year with no revenues in the current as wellas previous year.
Hence the Company has incurred the total loss of Rs. 9.41 lacs in comparison to lossof Rs. 10.82 lacs in the previous year.
Your Directors do not recommend any dividend for the year under review.
TRANSFER TO RESERVES:
In order to conserve the resources for the coming years and strengthen the financialbase of the Company the Board of Directors of the Company has decided not to transfer anyamount to the Reserves for the year under review.
CHANGE IN NATURE OF BUSINESS IF ANY:
During the year under review the Company has been taken over in terms of SASTRegulations and consequent to the same objects of the Company got changed to themanufacturing trading and production of food items and related activities thereof.
INDIAN ACCOUNTING STANDARD (IND AS):
The financial statements for the year under review have been prepared in accordancewith the Indian Accounting Standards (Ind AS) notified under section 133 of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 to the extent applicable to theCompany.
During the year under review there were no changes in the Authorized IssuedSubscribed and Paid-up Capital of the Company and accordingly as on March 31 2022 theAuthorized Share capital of the Company was Rs.35000000/- divided into 3500000 equityshares of Rs.10 each/- and issued subscribed and paid-up share capital of the Company wasRs.30820000/- divided into 3082000 Equity Shares of Rs. 10/- each fully paid up.
NUMBER OF MEETINGS OF THE BOARD:
During the year under review The Board of Directors had held Nine (9) meetings on thefollowing dates. :
| || || ||Name of Directors || |
|Sr No. Date of Board meeting ||Mr. Vishal Ruparel ||Mrs. Trupti Ruparel ||Mr. Anand Thakkar ||Mr. Anand Ruparel |
|1. 09.04.2021 ||Present ||Present ||Present ||Present |
|2. 23.06.2021 ||Present ||Present ||Present ||Present |
|3. 31.07.2021 ||Present ||Present ||Present ||Present |
|4. 14.08.2021 ||Present ||Present ||Present ||Present |
|5. 30.10.2021 ||Present ||Present ||Present ||Present |
|6. 25.11.2021 ||Present ||Present ||Present ||Present |
|7. 07.12.2021 ||Present ||Present ||Present ||Present |
|8. 18.12.2021 ||Present ||Present ||Present ||Present |
|9. 12.02.2022 ||Present ||Present ||Present ||Present |
COMMITTEES OF THE BOARD:
The Company has constituted/reconstituted various committees in accordance with therequirements of Companies Act 2013 and Listing Regulations. The Board has the followingcommittees:
|i. Audit Committee |
|ii. Nomination and Remuneration Committee |
|iii. Stakeholders Relationship Committee |
Consequent to change in the management the Audit Committee was reconstituted incompliance with the provisions of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (SEBI Listing Regulations). Itcomprises of Mr. Anand Thakkar Chairman (Non-Executive Independent Director) Mr. AnandRuparel Member (Non-Executive Independent Director) and Mrs. Trupti Ruparel(Non-Executive Director). Ms. Kinjal Kothari acts as Secretary to the Committee. All therecommendations made by the Audit Committee were accepted by the Board.
Further the Audit Committee met 6 times during the year under review on the followingdates:
|Sr No. Date of meeting || ||Name of Members || |
| ||Mr. Anand Thakkar ||Mr. Anand Ruparel ||Mrs. Trupti Ruparel |
|1. 09.04.2021 ||Present ||Present ||Present |
|2. 23.06.2021 ||Present ||Present ||Present |
|3. 14.08.2021 ||Present ||Present ||Present |
|4. 30.10.2021 ||Present ||Present ||Present |
|5. 18.12.2021 ||Present ||Present ||Present |
|6. 12.02.2022 ||Present ||Present ||Present |
Nomination and Remuneration Committee
Consequent to change in the management the Nomination and Remuneration Committee (NRC)was reconstituted in compliance with the provisions of the Companies Act 2013 and SEBIListing Regulations. It comprises of Mr. Anand Thakkar Chairman (Non-ExecutiveIndependent Director) Mr. Anand Ruparel Member (Non-Executive Independent Director) andMrs. Trupti Ruparel (Non-Executive Director). Ms. Kinjal Kothari acts as Secretary to theCommittee. All the recommendations made by the NRC were accepted by the Board.
Further the NRC met 5 times during the year under review on the following dates:
|Sr No. Date of meeting || ||Name of Members || |
| ||Mr. Anand Thakkar ||Mr. Anand Ruparel ||Mrs. Trupti Ruparel |
|1. 09.04.2021 ||Present ||Present ||Present |
|2. 31.07.2021 ||Present ||Present ||Present |
|3. 14.08.2021 ||Present ||Present ||Present |
|4. 18.12.2021 ||Present ||Present ||Present |
|5. 12.02.2022 ||Present ||Present ||Present |
Stakeholders Relationship Committee
Consequent to change in the management the Stakeholders Relationship Committee (SRC)was reconstituted in compliance with the provisions of the Companies Act 2013 and SEBIListing Regulations. It comprises of Mr. Anand Thakkar Chairman (Non-ExecutiveIndependent Director) Mr. Anand Ruparel Member (Non-Executive Independent Director) andMrs. Trupti Ruparel (Non-Executive Director). Ms. Kinjal Kothari acts as Secretary to theCommittee.
Further the SRC met 4 times during the year under review on the following dates:
|Sr No. Date of meeting ||Mr. Anand Thakkar ||Name of Members Mr. Anand Ruparel ||Mrs. Trupti Ruparel |
|1. 23.06.2021 ||Present ||Present ||Present |
|2. 28.08.2021 ||Present ||Present ||Present |
|3. 30.10.2021 ||Present ||Present ||Present |
|4. 12.02.2022 ||Present ||Present ||Present |
INDEPENDENT DIRECTOR'S MEETING:
The Meeting of the Independent Directors was held on February 12 2022 for evaluatingthe performance of the Board of Directors Statutory Committees i.e. Audit Committee (AC)Nomination and Remuneration Committee (NRC) and Stakeholders Relationship Committee (SRC)and all the Directors during the year under review and to assess the quality quantity andtimeliness of flow of information between the Company Management and the Board which isnecessary for the Board to effectively and reasonably perform their duties.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received the necessary declaration from each Independent Director whoare part of the Board confirming that they meet the criteria of independence as laid outin Section 149(6) of the Companies Act 2013 read with the schedules rules madethereunder and SEBI Listing Regulations.
Pursuant to the provisions of Section 92(3) of the Companies Act 2013 the AnnualReturn in Form MGT-7 as on March 31 2022 is available on Company's website atwww.mehtahousing.com.
DIRECTORS' & KEY MANAGERIAL PERSONNEL:
In terms of SAST Regulations the erstwhile Board of Directors and Key ManagerialPersonnel of the Company were replaced with new Board of Directors and Key ManagerialPersonnel to manage the affairs of the Company as under:
|Sr. No DIN ||Name of Director/ Key Managerial Personnel ||Appointment/ Resignation ||Designation ||Date of Appointment/ Resignation |
|1 00077767 ||Mr. Vishal Ruparel ||Appointment ||Managing Director ||01.04.2021 |
|2 08702317 ||Mr. Anand Thakkar ||Appointment ||Non- Executive Independent Director ||01.04.2021 |
|3 01369316 ||Mr. Anand Ruparel ||Appointment ||Non- Executive Independent Director ||01.04.2021 |
|4 09121956 ||Mrs. Trupti Ruparel ||Appointment ||Non- Executive Woman Director ||01.04.2021 |
|5 NA ||Mr. Ramjibhai Kanjariya ||Appointment ||Chief Financial Officer (CFO) ||01.04.2021 |
|6 NA ||Ms. Kinjal Kothari ||Appointment ||Company Secretary (CS) and Compliance Officer (CO) ||01.08.2021 (CO) 14.08.2021 (CS) |
|7 00484709 ||Mr. Chirag D. Mehta ||Resignation ||Managing Director and CFO ||09.04.2021 |
|8 01590958 ||Mrs. Bhavna D. Mehta ||Resignation ||Non- Executive Woman Director ||09.04.2021 |
|9 00350946 ||Mr. Ramniklal D. Sojitra ||Resignation ||Non- Executive Independent Director ||09.04.2021 |
|10 08146675 ||Mr. Manish Amin ||Resignation ||Non- Executive Independent Director ||09.04.2021 |
|11 NA ||Ms. Anita Ramnchandani ||Resignation ||Company Secretary (CS) and Compliance Officer (CO) ||31.07.2021 |
In accordance with the provisions of Section 152 of the Companies Act Mrs. TruptiRuparel Non-Executive Director of the Company will retire by rotation at the ensuingAnnual General Meeting (AGM) and being eligible has offered herself for re-appointment.The Board of Directors on the recommendation of the Nomination and Remuneration Committee(NRC) and based on report of performance evaluation has recommended the reappointment ofMrs. Trupti Ruparel as Director of the Company liable to retire by rotation.
Pursuant to the provisions of Section 161 of the Companies Act 2013 Mr. PankajRuparel and Mr. Shyam Ruparel were appointed as Additional (Non-Executive) Directors bythe Board of Directors of the Company at its meeting held on August 13 2022 on therecommendation of NRC. Accordingly Mr. Pankaj Ruparel and Mr. Shyam Ruparel holds officeof Director till the conclusion of ensuing AGM and Members' approval is sought at theensuing AGM to regularise their appointment.
Further Mr. Sanjay Shah and Mrs. Jinal Shah were appointed as Additional Directors(Non- Executive Independent) of the Company by the Board of Directors of the Company atits meeting held on August 13 2022 on the recommendation of NRC for the first (1st)term of 5(Five) consecutive years. Members' approval is sought at the ensuing AGM toregularise their appointment as Independent Directors.
The Company has received a notice in writing in accordance with provisions of Section160(1) of the Act from a Member proposing candidature of all the Additional Directorsfor the office of Non-Executive Directors (Non-Independent) and Non-Executive IndependentDirectors as the case may be.
The Company has received declarations from Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the Companies Act2013 and the Listing Regulations and the Board is satisfied with the integrity expertiseand experience of the Independent Directors appointed during the year.
DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
a. In the preparation of the annual financial statements for the year ended March 312022 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any.
b. the Directors' have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for that period;
c. the Directors' have taken proper and sufficient care 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. the Directors' have prepared the annual accounts for the financial year ended March31 2022 on a going concern basis;
e. the Directors' have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
f. the Directors' have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
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 Companies Act 2013 is available on the website of theCompany at www.mehtahousing.com.
CODE OF CONDUCT:
The Company has adopted a Code of Conduct for all employees including the members ofthe Board and Senior Management Personnel. All members of the Board and Senior ManagementPersonnel have affirmed compliance with the said Code of Conduct for the financial year2021-22.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:
The details of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 is given in the notes forming part of FinancialStatements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the year under review all the Related Party Transaction were carried out in theordinary course of Business and at Arm's length and accordingly provisions of Section 188(1) of the Companies Act 2013 are not applicable to the Company.
Hence the disclosure of related party transactions as required to be made underSection 134(3) (h) of the Companies Act 2013 in Form AOC -2 is not applicable.
NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE YOUR COMPANY'S SUBSIDIARIESJOINT VENTURES OR ASSOCIATE COMPANIES DURING THE PERIOD:
During the year under review the Company has acquired 22.22% stake in the Ruparel FoodSpecialties Private Limited and in terms of Section 2(6) of the Companies Act 2013 itbecame Associate Company.
REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIESASSOCIATES AND JOINT VENTURES COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:
The requirement of preparation of Consolidated Financial Statements are not applicableto the Company.
DISCLOSURE REGARDING RECEIPT OF COMMISSION BY A DIRECTOR FROM THE HOLDING OR SUBSIDIARYOF A COMPANY IN WHICH SUCH PERSON IS A MANAGING OR WHOLE TIME DIRECTOR: This clause isnot applicable to the Company.
MATERIAL CHANGES AND COMMITMENTS IF ANY BETWEEN THE DATE OF THE BOARD REPORT AND ENDOF FINANCIAL YEAR AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which these financial statementsrelate and on the date of this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No material orders impacting the going concern' status of the Company or itsoperations in future were passed by the Regulators or Courts or Tribunals during the yearunder review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to energy conservation technology absorption foreignexchange earnings and outgo as required to be disclosed under sections 134(3)(m) of the
Companies Act 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014for the year ended on March 31 2022 is furnished herein below:
Conservation of Energy: As stated above the Company is yet to initiate operationalactivities it will take intensive efforts once the operations are initiated. As of nowthe Company uses low consumption energy equipments as and when required. TechnologyAbsorption: The Company has no disclosures to be made in connection with technologyabsorption. Foreign Exchange Earning and Outgo: During the year there were no foreignexchange earnings and outgo.
RISK MANAGEMENT :
The details in respect of risks and concerns are included in the Management Discussion& Analysis which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year under review the provisions of Section 135 of the Companies Act 2013are not applicable to the Company. Hence it was neither liable to spend any amounttowards CSR nor required to form any Committee in this regard.
The Board of Directors has carried out the annual evaluation of its own performanceBoard Committees i.e. Audit Committee Nomination and Remuneration Committee andStakeholders Relationship Committee Chairperson and Individual Directors pursuant to theprovisions of the Companies Act 2013 and Listing Regulations. The performances wereevaluated by the Board after seeking inputs from all the Directors on the basis of thecriteria such as the degree of fulfillment of key responsibilities Board composition andstructure effectiveness of Board processes information and functioning etc.
In a separate meeting of Independent Directors performance of Non- IndependentDirectors Board as a whole the Chairperson along with all the Board Committees wereevaluated taking into account the views of executive directors and non-executivedirectors. The Directors expressed satisfaction with the evaluation process.
REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
Information as required under the provisions of Section 197(12) of the Act readtogether with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as an Annexure I to this report.
The information required pursuant to Section 197(12) of the Act read with Rules 5(2)& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company is appended herewith and forms part of thisReport. Any member interested in obtaining a copy thereof may write email@example.com.
During the year under review your Company has not accepted/ renewed any publicdeposits within the meaning of Sections 73 to 76A of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.
ADEQUACY OF INTERNAL CONTROL:
The Company has its basic internal financial limits commitments with its currentactivities and with gradually be establishing future systems of internal controlcommensurate with business activities and size of the Company to ensure that the financialand other records are reliable the assets and properties are safeguarded and protectedagainst loss from unauthorized use or disposition and those transactions are authorizedrecorded and reported correctly in the financial statements.
The Company complies with the applicable Secretarial Standards issued by the Instituteof Company Secretaries of India on Meetings of the Board of Directors and GeneralMeetings.
a) Statutory Auditor
M/s. Gaudani Associates Chartered Accountants (FRN: 0117217W) was appointed as theStatutory Auditors of the Company at the 27th Annual General Meeting to dostatutory audit for a period of 5 years till the conclusion of 32nd AnnualGeneral Meeting.
The Company has received the consent from M/s. Gaudani Associates CharteredAccountants (FRN: 0117217W) and confirmation to the effect that they are not disqualifiedto be appointed as the Auditors of the Company in terms of the provisions of the CompaniesAct 2013 and rules made thereunder.
The Independent Auditors' Report for the financial year ended March 31 2022 on thefinancial statements of the Company forms part of Annual Report.
The Auditors' Report for the financial year ended March 31 2022 does not contain anyqualification reservation or adverse remark.
b) Internal Auditor:
Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Company had appointed M/s. Dhankot and Co.Chartered Accountants as an Internal Auditor of the Company for Financial Year 2021-22.
M/s. Dhankot & Co. Chartered Accountants were re-appointed as the Internal Auditorof the Company for the Financial Year 2022-23 in the Board of Directors Meeting held onAugust 13 2022 as per the provisions of Section 138 of the Companies Act 2013 read withCompanies Rules 2014.
c) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company has appointed M/s. Pinky Shethia and Associates a firm ofPracticing Company Secretary to conduct the Secretarial Audit for the Financial Year2021-22.
The Secretarial Audit report for Financial Year 2021 22 forms part of this Board Reportand annexed as an Annexure- II in Form MR 3.
Further during the year under review the Secretarial Auditor have raised certainobservations in her report reply for the same is given below:
As stated above since the Company has been taken-over it was in the process of takingover all the data and information from the old management which was time consuming processconsidering restrictions imposed due to spread of COVID-19 which resulted in thediscrepancies with respect to:
- maintenance of website
- delay of prior intimation of Board meeting on BSE portal
- the Company inadvertently missed out publication of its Annual Financial Results forthe Financial Year 2020-21 in the Regional and English Daily (Newspapers).
- Appointment of auditor in case of filing casual vacancy
The Statutory Auditor has informed the Company that they are taking necessary steps toundergo peer review as prescribed by Institute of Chartered Accounts of India (ICAI). TheCompany is generally regular in filing the forms and returns within the prescribed timewhere there were delays in filing of e- form the said e-forms were filled with additionalfees.
The Company has inadvertently made clerical and typographical errors in the AnnualReport for the Financial Year 2020-21 with respect to resolutions passed and accordinglysame errors continued in the Scrutiniser's Report Voting Results and other Stock ExchangeAnnouncements and the same got corrected when it came into the knowledge of the Companywhile filing resolutions with Registrar of Companies.
DETAILS WITH RESPECT TO FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION143: No matters of actual or alleged fraud have been reported by the Auditors undersubsection (12) of Section 143 of the Companies Act 2013.
The provisions of Section 148 of the Companies Act 2013 are not applicable to theCompany and hence the appointment of Cost Auditors is not applicable to the Company.
WHISTLE BLOWER/VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and Employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee.
During the year under review no cases under this mechanism were reported to theCompany and/or to any of its subsidiaries/associate. The Whistle Blower Policy has beenposted on the website of the Company at www.mehtahousing.com.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A report on the Management Discussion and Analysis for the financial year under reviewis annexed herewith as an Annexure -III part of this report.
LISTING OF SHARES:
The 3082000 Equity Shares of the Company are listed on BSE Limited. The annuallisting fee for the financial year 2022-23 has been paid to BSE Limited (BSE).
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013 (POSH Act): The provisions of the POSH Act are notapplicable to the Company during the year under review and accordingly it was notrequired to constitute Internal Complaints Committee under the said Act.
SHIFTING OF REGISTERED OFFICE OF THE COMPANY:
During the year under review registered office of the Company got shifted from theAhmedabad city to Mahuva (Bhavnagar City) and currently situated at Plot No 1A RevenueSurvey No 203 Savarkundla Road Taveda Mahuva Bhavnagar 364290.
The Directors wish to place on record their appreciation for their sincere support fromits members banks and other Statutory and Regulatory Authorities. The Board of Directorsalso appreciates with gratitude for the continuous contribution made by the executives andemployees at all levels for their dedication and commitment to the Company throughout theyear.
|For and on behalf of the Board of Directors |
|Mehta Housing Finance Limited |
|Vishal Ruparel |
|Chairman and Managing Director |
|DIN: 00077767 |
|Place: Mahuva |
|Date: August 24 2022 |