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Mehta Integrated Finance Ltd.

BSE: 511377 Sector: Financials
NSE: N.A. ISIN Code: INE240B01012
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NSE 05:30 | 01 Jan Mehta Integrated Finance Ltd
OPEN 2.88
PREVIOUS CLOSE 2.88
VOLUME 100
52-Week high 7.00
52-Week low 2.50
P/E 7.58
Mkt Cap.(Rs cr) 1
Buy Price 2.88
Buy Qty 500.00
Sell Price 2.63
Sell Qty 100.00
OPEN 2.88
CLOSE 2.88
VOLUME 100
52-Week high 7.00
52-Week low 2.50
P/E 7.58
Mkt Cap.(Rs cr) 1
Buy Price 2.88
Buy Qty 500.00
Sell Price 2.63
Sell Qty 100.00

Mehta Integrated Finance Ltd. (MEHTAINTEGRAT) - Director Report

Company director report

To

The Members/Shareholders

Your Directors are pleased to present the 33rdAnnual Report along withaudited accounts of your Company for the Financial Year ended 31stMarch 2018.

FINANCIAL PERFORMANCE:

The Financial Performance of the Company for the financial year ended on 31stMarch 2018 as compared to the previous year ended on 31stMarch 2017 issummarized below: -

(Rs. In Lacs)
Particulars 1st April 2017 to 31st March 2018 1st April 2016 to 31st March 2017
Income from operations 0.00 -27.99
Other Income 55.63 64.72
Total Revenue 55.63 36.73
Operating & administrative Expenses 34.22 29.34
Operating Profit before interest depreciation and tax 21.41 7.39
Depreciation/ Amortization 0.33 0.55
Profit/(loss) before finance costs and exceptional items 21.08 6.84
Interest and financial charges 0.00 0.00
Exceptional items 0.00 0.00
Profit/(loss) before tax 21.08 6.84
Tax Expense 0.00 0.00
Profit/(loss) after tax 21.08 6.84

PERFORMANCE HIGHLIGHTS:

The total revenue of the Company during the current financial year which commenced on 1stApril 2017 and ended on 31st March 2018was Rs. 55.63lacs against Rs.36.73lacs in the previous financial year which commenced on 1st April 2016 andended on 31stMarch 2017. The Total expenditure during the current financialyear was Rs. 34.55lacs against Rs. 29.89lacsin the previous financial year. TheProfit/Loss after tax for the year under review at Rs. 21.08 lacs. The said figure duringthe previous financial year was Rs. 6.84lacs. The Directors trust that the shareholderswill find the performance of the company for financial year commencing from 1stApril 2017 and ending on 31st March 2018 to be satisfactory. The Earning perShare (EPS) of the company is 0.42 per share.

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 2018.

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 Mr. Darshan v. Mehta (DIN-00483706) is liable to retire by rotation and being eligible offer himself forre-appointment.

The Board of Directors of the Company had in its meeting held on 30th May2018 appointed Shri. Manish Amin (DIN: 08146675) as an Additional Director in category ofIndependent Director. The office of additional director Shri Manish Amin (DIN: 08146675)categorized as Non-Executive Independent Director of the Company extends up to the dateof conclusion of this Annual General Meeting. The Company has pursuant to Section 160 ofthe Companies Act2013 received a notice from member signifying intention to propose theappointment of Shri Manish Amin (DIN: 08146675)as a director. Pursuant to Section 149(13)of the Companies Act 2013 the office of Independent Director shall not be liable toretirement by rotation at any subsequent Annual General Meetings of the Company.

Pursuant to the provisions of Sections 149 152 and other applicable Provisions ifany of the Companies Act 2013Mr. Mitesh T. Sheth (DIN: 02103370 ) aNon-Executive and independent director of the Company whose first term of Appointment asan Independent Director for a period of Five years expires on 31st March 2019is proposed for re appointment as an Independent Director of the Company to hold office onconclusion of initial appointment as an Independent Director w.e.f. 1st April2019 till the conclusion of 38th Annual General Meeting of the Company to beheld in the year 2023.

Brief details of Directors proposed to be appointed/re-appointed as required underCompanies Act 2013 or any other laws rules and regulation as updated from time to timeare provided in the Notice of Annual General Meeting forming part of this Annual Report.

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 Indian Accounting Standard (IND AS)24are disclosed in the notes toaccounts annexed to the financial statements.

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 32nd Annual General Meetingtill the conclusion of 37th Annual General Meeting at such remuneration plusservice tax or any other applicable taxes payable if any at the applicable rate fromtime to time plus out-of-pocket expenses incurred by them for the purpose of auditRI_WKH_&RPSDQ\V_DFFRXQWV__H[FOXVL ve of any remuneration fees or charges payable tothem for rendering any other services that may be rendered by them to the Company fromtime to time other than in the capacity of Auditors as may be fixed by the Board ofDirectors.

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 under item3 of Notice of an Annual General Meeting.

AUDIT QUALIFICATION:

The notes on financial statement of 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.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedto this Report as Annexure-A.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company had appointed Mr. RohitBajpai Practicing Company Secretary toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY2017-18 is annexed which forms part of this report as Annexure-B. The comment to thequalification reservation or adverse remark in the Secretarial Audit Report of theCompany is as follows:

• as well as operations are very small and Managing Director himself is Companysecretary and chartered accountant and the function are taken care of by him. Thereforethere is organizationally and functionally no need to appoint Company secretary and CFO.The company employs company secretaries and chartered accountant as its staff. Furtherthe Company in continuous search of suitable person as per the nature and size of companyto be appointed as an independent director. Due to small size the company facesdifficulty to search the suitable person to join the board of the company as anindependent director.The company has already appointed additionaldirector(independent) in Board meeting held on 30th May 2018.The composition ofboard as well as committees are now in accordance with companies act2013andSEBI(LODR)2015.

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 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to theCompany for the FY ended 31st March 2018.

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 meet 5 (Five) times during the year under review. The details ofBoard meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this report.

SR no. Date Directors present
1 29/04/2017 3
2 30/05/2017 3
3 14/08/2017 3
4 14/11/2017 3
5 12/02/2018 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 Meetings
Held Attended
1. Darshan V. Mehta 5 5
2. Bhavna D. Mehta 5 5
3. Mitesh T. Sheth 5 5
*4. *Manish Amin - -

Appointed with effect from 30th May 2018 as an additional director (non-executive Independent)

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 30-05-2017 3
2 14-08-2017 3
3 14-11-2017 3
4 12-02-2018 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 MiteshSheth Chairman Independent & Non-Executive Director 4 4
2 Bhavna D. Mehta Non-Executive Director 4 4
3 *Darshan V. Mehta Executive Director 4 4
**4 **Manish Amin Independent Director - -

*ceased as a member of audit committee with effect from 30th May 2018

**Appointed with effect from 30thMay 2018 as an additional director (non-executive independent)

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

NUMBER OF NOMINATION AND REMUNERATION COMMITTEE MEETINGS:

Sr. No. Name Category No. of Meetings during the year
Held Attended
1 MiteshSheth Chairman Independent & Non-Executive Director 4 4
2 Bhavna D. Mehta Non-Executive Director 4 4
3 *Darshan V. Mehta Executive Director 4 4
**4 **Manish Amin Independent Director - -

*ceased as a member of Nomination and Remuneration committee with effect from 30thMay 2018 **Appointed with effect from 30thMay 2018 as an additional director(non- executive independent)

• As there was no appointment during the year under review there was norequirement to conduct Nomination and Remuneration Committee meeting and hence no meetingwas held. However committee recommended appointment of Mr.Manish Amin as anadditional director(Independent ) in Board meeting held on 30th May 2018.Thecommittee also recommended appointment of Mr. Mitesh Sheth for second term as anIndependent Director in its meeting held on 30thMay2018.Further Mr. DarshanV Mehta ceased to be a member of committee with effects from 30th May 2018.

• The nomination and remuneration committee is duly reconstituted in accordancewith the requirements 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. 29-04-2017 3
2. 14-08-2017 3
3. 26-10-2017 3
4. 24-01-2018 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. Bhavna D. Mehta Chairman Non-Executive Director 4 4
2. MiteshSheth Independent & Non- Executive Director 4 4
3. DarshanV.Mehta Executive Director 4 4

The Independent Directors met without the attendance of Non-Independent Directors andmembers of the Management. The Independent Directors reviewed the performance ofNon-Independent Directors and the Board as a whole; the performance of the Chairman of theCompany taking into account the views of Executive Directors and Non-Executive Directorsand assessed the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably 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.

VIGIL MECHANISM:

The said policy is uploaded on the website of the Company at www.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 2015 are 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 granted any Loan Guarantees or madeInvestments in 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 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 readwith rules thereto.

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 and shares of the company.

DEMATERIALISATION OF SHARES:

To provide best services to the shareholders and for dematerialization in electronicform in the Depository systems operated by 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 theannual financial statements the applicable accounting standards have been followed alongwith 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 March2018 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:

SEBI notified SEBI (Listing Obligations and Disclosure Requirements) Regulations2015(Listing Regulations) on 2nd September 2015 which was implemented within aperiod of Ninety Days of the Notification i.e. by 1stDecember 2015.

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-F.

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 31stMarch2018.

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.

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

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

Place: Ahmedabad For and on behalf of the Board
Date: 30th May 2018
Sd/- Sd/-
Mr. Darshan V. Mehta Mrs. Bhavna D. Mehta
Managing Director Director
(DIN: 00483706) (DIN: 01590958)