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Mehta Integrated Finance Ltd.

BSE: 511377 Sector: Financials
NSE: N.A. ISIN Code: INE240B01012
BSE 00:00 | 27 Jan 21.30 0.40
(1.91%)
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NSE 05:30 | 01 Jan Mehta Integrated Finance Ltd
OPEN 20.90
PREVIOUS CLOSE 20.90
VOLUME 770
52-Week high 25.25
52-Week low 6.05
P/E 710.00
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 20.90
CLOSE 20.90
VOLUME 770
52-Week high 25.25
52-Week low 6.05
P/E 710.00
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mehta Integrated Finance Ltd. (MEHTAINTEGRAT) - Director Report

Company director report

To

The Members/Shareholders

Your Directors are pleased to present the 36thAnnual Report along withaudited accounts of your Company for the Financial Year ended 31st March 2021.

* FINANCIAL PERFORMANCE:

The Financial Performance of the Company for the financial year ended on 31stMarch 2021 as compared to the previous year ended on 31stMarch 2020 issummarized below: -

(Rs. In Lacs)
Particulars 1st April 2020 to 31st March 2021 1st April 2019 to 31st March 2020
Income from operations 42.20 45.27
Other Income 0.00 0.00
Total Revenue 42.20 45.27
Operating & administrative Expenses 45.45 22.48
Operating Profit before interest depreciation and tax (3.25) 22.79
Depreciation/ Amortization 0.00 0.00
Profit/(loss) before finance costs and exceptional items (3.25) 22.79
Interest and financial charges 0.00 0.00
Exceptional items 0.00 0.00
Profit/(loss) before tax (3-25) 22.79
Tax Expense 0.00 0.00
Profit/(loss) after tax (325) 22.79

* PERFORMANCE HIGHLIGHTS:

The total revenue of the Company decreases during the current financial year whichcommenced on 1st April 2020 and ended on 31st March 2021was Rs.42.20lacs against Rs. 45.27 lacs in the previous financial year which commenced on 1stApril 2019 and ended on 31stMarch 2020. The Total expenditure during thecurrent financial year was Rs. 45.45 lacs against Rs. 22.48 lacsin the previous financialyear. The Lossafter tax for the year under review at Rs. (3.25) lacsthe said figure duringthe previous financial year Profit was Rs. 22.79 lacs. The Directors trust that theshareholders will understand the current scenario and find the performance of the companyfor financial year commencing from 1st April 2020 and ending on 31stMarch 2021 to be satisfactory. The Earning per Share (EPS) of the company is (0.07) pershare.

* BUSINESS OPERATIONS AND FUTURE OUTLOOK:

The company is a registered category I merchant banker since 1992 and is essentiallyconcentrating on advisory and consultancy assignments in capital markets businessreorganization investments fund raising and corporate restructuring. The company isinvesting its surplus funds in the capital market and other financial instruments in viewof the long term prospects of the Indian economy and the Company is confident that itwould be able to take advantage of emerging opportunities in the coming years.

* 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:

The Board has proposed transfer of surplus of profit and loss account to reserve.

* MATERIAL CHANGES AND COMMITMENTS:

There are no other material changes and commitments that have occurred between the endof financial year of the company and the date of this report affecting the financialposition of the company as at 31st March 2021.

* SUBSIDIARIES. JOINT VENTURE AND ASSOCIATE COMPANIES:

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

* DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mrs. Bhavna D. Mehta (DIN:01590958) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers herself for reappointment. TheBoard recommends her re-appointment.

Confirmation of Appointment:

? Pursuant to the provisions of the section 161(1) of the Companies Act 2013 read withthe Articles of Association of the company Mr. Chirag D. Mehta (DIN: 00484709) isappointed as Additional Director and he shall hold office only up to the date of thisAnnual General Meeting and being eligible offer himself for appointment as Whole- TimeDirector of the Company to hold office for 5 (five) consecutive years.

? Brief details of Directors proposed to be appointed as required under Companies Act2013 or any other laws rules and regulation as updated from time to time are provided inthe Notice of Annual General Meeting forming part of this Annual Report.

* CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND 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 partieswhich is not arm's length price in terms of Section 188 (1) of the Companies Act 2013.The disclosure of related party transactions as required to be made under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is therefore not applicable. Transactionswith related parties as per requirements of Indian Accounting Standard (IND AS -24)aredisclosed in the notes to accounts annexed to the financial statements.

* AUDITORS & AUDITORS' REPORT:

M/s. P.P. Patel & Brothers Chartered Accountants(FRN:107743W) who have consentedto act as auditors of company were appointed as Statutory Auditors of the Company to holdoffice from the conclusion of 32nd Annual General Meeting till the conclusionof 37th 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 section 139(1) of the Companies Act 2013 requiresto ratify 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.

AUDIT QUALIFICATION:

The notes on financial statement referred to in the auditor's report does not containany qualification reservation or adverse remarks and are self-explanatory and do not callfor 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 thereunder.

* ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act 2013 the Extract of Annual Return inthe form of MGT- 7(Draft) is uploaded on the website of the Companyhttp://www.mehtafinance.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. RohitBajpai Practicing Company Secretary (CPNo. 6559) as a Secretarial Auditor to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report for FY 2019-20 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 2021.

* 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 itsactivity and believes that it is imperative for the growth of the country and company. Thecompany is not required to constitute Corporate Social Responsibility Committee of Boardunder Section 135(1) of Companies Act 2013.

* NUMBER OF BOARD MEETINGS:

The Board of Directors meet 8 (Eight) times during the year under review on.

Sr. No. Date Directors present
1. 06/07/2020 5
2. 29/06/2020 5
3. 13/08/2020 5
4. 10/11/2020 5
5. 01/12/2020 5
6. 13/02/2021 5

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

Sr.

Board Meetings

No. Held Attended
1. Darshan V. Mehta 5 5
2. Bhavna D. Mehta 5 5
3. Manish Amin 5 5
4. DhananjayChokshi 5 5
5. RamniklalDudabhaiSoj itra 5 5

* *Mr. Darshan V. Mehta Cease to be Director of Company due to cardiac attack (naturaldeath) on 19/05/2021and same is intimate at BSE on May 20 2021.

* 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 06/07/2020 3
2 13/08/2020 3
3 10/11/2020 3
4 13/02/2021 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 RamniklalDudabhai Soj itra Chairman Independent & Non-Executive Director 4 4
2 Bhavna D. Mehta Non-Executive Director 4 4
3. Manish Amin Independent & Non-Executive Director 4 4

* The Audit committee is duly constituted in accordance with the requirements ofcompanies act 2013 and SEBI (LODR) 2015.

* NUMBER OF NOMINATION AND REMUNERATION COMMITTEE MEETINGS:

As there was Re-appointment of Managing Director held during the year under review ofNomination and Remuneration Committee there was requirement to conduct Nomination andRemuneration Committee meetings and hence themeeting of committee of Nomination andRemuneration Committee was held March 13 2021 to decide qualification and recommended there-appointment of Managing Director of the Company.

* NUMBER OF NOMINATION & REMUNERATION COMMITTEE MEETINGS:

During the year under review Nomination & Remuneration Committee meet on the datesas follows:

Sr. No. Date Directors present
1. 10/11/2020 3
2. 13/03/2021 3

The Composition of the Nomination & Remuneration Committee and details ofattendance of the members at the committee meetings during the year are given below:

Sr. No. Name Category

No. of Meetings during the year

Held Attended
1. Manish Amin Chairman Independent & Non-Executive Director 2 2
2. Bhavna D. Mehta Non-Executive Director 2 2
3. RamniklalDudabhai Soj itra Independent & Non-Executive Director 2 2

The Nomination & Remuneration committee is duly constituted in accordance with therequirements of companies act 2013 and SEBI (LODR) 2015. *

* NUMBER OF STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS:

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

Sr. No. Date Directors present
1. 06/07/2020 4
2. 13/08/2020 4
3. 10/11/2020 4
4. 13/02/2021 4

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. Manish Amin Chairman Non-Executive Director 4 4
2. Bhavna D. Mehta Independent & Non-Executive Director 4 4
3. RamniklalDudaBhaiSoj itra Independent & Non-Executive Director 4 4

The stakeholder & Relationship committee is duly constituted in accordance with therequirements of companies act 2013 and SEBI (LODR) 2015.

* INDEPENDENT DIRECTORS' MEETING:

The Independent Directors meet on 24.03.2021without 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 other mattersprovided in section 178(3) of the Companies Act 2013 is available on the website of theCompany at http://mehtafinance.com/

* VIGIL MECHANISM:

Pursuant to Section 177(9) of the Act a vigil mechanism has been established forDirectors and employees to reportto the management instances of unethical behavioractual or suspected fraud or violation of the Company's codeof conduct or ethicspolicy.The said policy is uploaded on the website of the Company at http: //mehtafinance.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.

* COMMITTEES OF BOARD:

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 2015are 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 givenany Guarantees or made Investments inexcess of the limits within the meaning of Section 186of 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 Section 149(6) ofthe Companies 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.

* 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.

* SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING 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 the Company'sfuture operations.

* DEMATERIALISATION OF SHARES:

To provide best services to the shareholders and investors company's equity shares aremade available for dematerialization in electronic form in the Depository systems operatedby National Securities Depository Limited (NSDL) and Central Depository Services Limited(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 2021 the applicable accounting standards have been followedalong with proper 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 March2021 and of the 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;

* 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 ended 31stMarch2021.

* FINANCIAL YEAR ALIGNED WITH THE REQUIREMENTS OF COMPANIES ACT 2013:

The company has aligned the period of financial year to commence from 1stApril and end on 31st March every year in compliance with the requirement ofsection 2(41) of the Companies 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 theCompany's affairs.

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

Place: Ahmedabad

By order of Board of Directors:

Date: 27thAugust 2021

For Mehta Integrated Finance Limited

Sd/- Sd/-
Mrs. BhavnaD. Mehta Mr. Chirag D. Mehta
Chairperson Director
(DIN:01590958) (DIN: 00484709)

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