Mehta Integrated Finance Ltd.
|BSE: 511377||Sector: Financials|
|NSE: N.A.||ISIN Code: INE240B01012|
|BSE 00:00 | 21 Sep||8.32||
|NSE 05:30 | 01 Jan||Mehta Integrated Finance Ltd|
Mehta Integrated Finance Ltd. (MEHTAINTEGRAT) - Director Report
Company director report
Your Directors are pleased to present the 35th Annual Report along withaudited accounts of your Company for the Financial Year ended 31st March 2020.
The Financial Performance of the Company for the financial year ended on 31stMarch 2020 as compared to the previous year ended on 31st March 2019 issummarized below: -
The total revenue of the Company increases during the current financial year whichcommenced on 1st April 2019 and ended on 31st March 2020 was Rs.45.27 lacs against Rs. 44.14 lacs in the previous financial year which commenced on 1stApril 2018 and ended on 31stMarch 2019. The Total expenditure during thecurrent financial year was Rs. 22.48 lacs against Rs. 24.71 lacs in the previous financialyear. The Profit after tax for the year under review at Rs. 22.79 lacs the said figureduring the previous financial year was Rs. 19.43 lacs. The Directors trust that theshareholders will understand the current scenario and find the performance of the companyfor financial year commencing from 1st April 2019 and ending on 31stMarch 2020 to be satisfactory. The Earning per Share (EPS) of the company is 0.46 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 view of the long term prospects of the Indian economyand the Company is confident that it would be able to take advantage of emergingopportunities in the coming years.
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 2020.
SUBSIDIARIES. JOINT VENTURE AND ASSOCIATE COMPANIES:
Your Company does not have any subsidiaries joint ventures and associate companies.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Darshan V. Mehta (DIN-00483706) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for reappointment. TheBoard recommends him re-appointment.
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. Ramnik D. Sojitra (DIN: 00350946) 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 IndependentDirector of the Company to hold office for 5 (five) consecutive years.
> Pursuant to the provisions of the section 161(1) of the Companies Act 2013 readwith the Articles of Association of the company Mrs. Bhavna D. Mehta (DIN: 01590958) isappointed as Non-Executive Woman director and she shall hold office only up to the date ofthis Annual General Meeting and being eligible offer herself for appointment asIndependent Director of the Company to hold office for 5 (five) consecutive years.
> Pursuant to the provisions of the section 161(1) of the Companies Act 2013 readwith the Articles of Association of the company Mr. Dhananjay Chokshi (DIN: 08160170) 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 IndependentDirector of the Company to hold office for 5 (five) consecutive years.
> Brief details of Directors proposed to be appointed as required under CompaniesAct 2013 or any other laws rules and regulation as updated from time to time areprovided in the Notice of Annual General Meeting forming part of this Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO :
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(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 audit of theCompany's accounts exclusive of any remuneration fees or charges payable to them forrendering any other services that may be rendered by them to the Company from time to timeother than in the 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.
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 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 Company hasalso placed a copy of Annual Return of the Company on its website at
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 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 2020.
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 8 (Eight) times during the year under review on.
The Composition of the board and details of attendance of the members at the boardmeetings during the year are given below:
*Mr. Dhananjay chokshi has been appointed in the Board meeting of 26.07.2019 witheffect from same day.
**Mr. Ramniklal D. Sojitra and Mrs. Bhavna D. Mehta have been appointed in the BoardMeeting of 13.08.2019 with effect from same day.
NUMBER OF AUDIT COMMITTEE MEETINGS:
During the year under review Audit Committee met four times on the dates as follows:
The Composition of the Audit Committee and details of attendance of the members at thecommittee meetings during the year are given below:
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 Appointment of Director and Company Secretary held during the year underreview of Nomination and Remuneration Committee there was requirement to conductNomination and Remuneration Committee meetings and hence the Committee of Nomination andRemuneration Committee was held to decide qualification and recommended the appointment ofCompliance officer and Director of the Company.
NUMBER OF NOMINATION & REMUNERATION COMMITTEE MEETINGS:
During the year under review Nomination & Remuneration Committee meet on the datesas follows:
The Composition of the Nomination & Remuneration Committee and details ofattendance of the members at the committee meetings during the year are given below:
The Audit committee is duly constituted in accordance with the requirements ofcompanies 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:
The composition of the Stakeholders' Relationship Committee and details of meetingsattended by the members are given below:
INDEPENDENT DIRECTORS' MEETING:
The Independent Directors meet on 24.03.2020 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.
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/
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 ethics policy.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.
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 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 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.
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 2020 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 March2020 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.
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 C D 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 31stMarch2020.
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.
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 Date: 08th July 2020
FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN Financial Year: 2019-2020
[Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014]
I. REGISTRATION & OTHER DETAILS:
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:
III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
IV. SHARE HOLDING PATTERN (Equity share capital breakup as percentage of total equity)
(i) CATEGORY-WISE SHARE HOLDING:
ii) SHAREHOLDING OF PROMOTERS:
iii) CHANGE IN PROMOTERS' SHAREHOLDING (SPECIFY IF THERE IS NO CHANGE):
iv) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
v) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS PROMOTERS &HOLDERS OF GDRS AND ADRS):
Indebtedness of the Company including interest outstanding/accrued but not due forpayment:
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. REMUNERATION TO MANAGING DIRECTOR WHOLE-TIME DIRECTORS AND/OR MANAGER:
*As the company does not have adequate profit to pay remuneration the directorsincluding to managing director the ceiling limit has been calculated as per section197(3) read with Schedule V [(Part II Section II (A)] to the Companies Act 2013.
B. REMUNERA TION TO OTHER DIRECTORS:
*As the company does not have adequate profit to pay remuneration to the directorsincluding managing director the ceiling limit has been calculated as per section 197(3)read with Schedule V [(Part II Section II (A)] to the Companies Act 2013.
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD: