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Mehta Securities Ltd.

BSE: 511738 Sector: Financials
NSE: N.A. ISIN Code: INE241B01010
BSE 00:00 | 18 Oct 27.90 0
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NSE 05:30 | 01 Jan Mehta Securities Ltd
OPEN 27.90
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VOLUME 25
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Mkt Cap.(Rs cr) 9
Buy Price 0.00
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Sell Price 0.00
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OPEN 27.90
CLOSE 27.90
VOLUME 25
52-Week high 28.90
52-Week low 8.86
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mehta Securities Ltd. (MEHTASECURITIES) - Director Report

Company director report

To

The Members/Shareholders

The Directors of your Company have pleasure in presenting their Twenty Sixth AnnualReport on the business and operations of the Company and Audited Accounts for thefinancial year ended on 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 are summarized below: -

(Rs. In Lacs)

Particulars 2020-21 2019-20
Income from operations 20.68 (11.00)
Other Income 41.36 45.63
Total Revenue 62.04 34.63
Less: Operating & administrative Expenses 71.30 42.06
Operating Profit before interest depreciation and tax (9.25) (7.43)
Less: Depreciation/ Amortization 5.36 7.21
Profit/(loss) before finance costs and exceptional items (14.62) (14.64)
Interest and financial charges 0.00 0.00
Exceptional items 0.00 0.00
Profit/(loss) before tax (14.62) (14.64)
Tax Expense 0.00 0.00
Profit/(loss) after tax (14.62) (14.64)

* PERFORMANCE HIGHLIGHTS:

The total loss of the Company during the financial year which commenced on1stApril 2020 and ended on 31st March 2021was Rs. 14.62 lacs against Rs.(14.64)lacs in the previous financial year which commenced on 1stMarch 2019and ended on 31stMarch 2020. The total expenditure during the currentfinancial year was Rs.71.30 lacs against Rs.42.06lacs in the previous financial year. TheProfit/Loss after tax for the year under review was Rs. (14.62)lacs. The said figureduring the previous financial year was Rs. (14.64)lacs. The performance of the company forfinancial year 2020-21was satisfactory as the loss of the company has been decreased ascompare to previous year. However the Earning per Share (EPS) of the company is Rs. (0.47)per share.

* BUSINESS OPERATIONS AND FUTURE OUTLOOK:

The Company is essentially concentrating on broking activities advisory andconsultancy assignments in capital markets. The company is investing its funds in thecapital market and other financial instruments in view of the long term prospects of theIndian economy and the Company is confident that it would be able to take advantage ofemerging opportunities in the coming years.

* DIVIDEND:

Your Directors have not recommended any dividend on Equity Shares in view of thepresent financial position of the Company 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:

There has been no material change and commitments affecting the financial performanceof the Company which occurred between the end of financial year of the company and thedate of this report affecting the financial position of the company as at 31stMarch 2021.

* SUBSIDIARIES. JOINT VENTURE AND ASSOCIATE COMPANIES:

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

* DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Chirag D. Mehta (DIN 00484709) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for reappointment. TheBoard recommends his reappointment.

Confirmation of Appointment:

? 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.

? The Company has appointed Mr. Mahesh Motivaras as a Company Secretary &Compliance officer of the company as on 27/08/2021.

* 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 at arm’s length basis in terms of Section 188(1) of the Companies Act2013. The disclosure of related party

transactions as required to be made under Section 134(3)(h) of the Companies Act 2013in Form 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) whohave consented to act as auditors of company were appointed as Statutory Auditors of theCompany to hold office from the conclusion of 24thAnnual General Meeting tillthe conclusion of 29th Annual General Meeting at such remuneration plus servicetax or any other applicable taxes payable if any at the applicable rate from time totime 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 themfor rendering any other services that may be rendered by them to the Company from time totime other 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.

* 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.

* 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 Companywww.mehtasecurities.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 madethereunder 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 2020-21

is annexed which forms part of this report as Annexure-B. The secretarial audit reportdoes not contain any qualification reservation or 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 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 4 (Four) times during the year under review on.

Sr.No. Date Directors present
1. 01-06-2020 4
2. 01-09-2020 4
3. 01-12-2020 4
4. 13-02-2021 4

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

Sr Name of Director No.

Board Meetings

Held Attended
1. Chirag D. Mehta 4 4
2. Bhavna D. Mehta 4 4
3. Ramniklal D. Sojitra 4 4
4. Manish Amin 4 4

**Mr. Darshan V. Mehta Cease to be Promoter 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. 30-05-2020 3
2. 13-08-2020 3
3. 11-11-2020 3
4. 11-02-2021 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. Manish Amin Chairman Independent & Non-Executive Director 4 4
2. Chirag D. Mehta Non-Executive Director 4 4
3. Ramniklal D. Sojitra Independent & NonExecutive 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:

There were no appointments and resignations of Directors/KMP held during the year underreview and during the year Nomination and Remuneration Committee met twice a time on thedate to review the performance as follows:

* NUMBER OF NOMINATION & REMUNERATION COMMITTEE MEETINGS:

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

Sr. Date No. 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. Name No.

Category

No. of Meetings during the year

Directors present in Meeting

Held Attended
1. Manish Amin Chairman Independent & Non-Executive Director 1 1 3
2. Chirag D. Mehta Non-Executive Director 1 1 3
3. Ramniklal D. Sojitra Independent & Non- 1 1
Executive Director 3

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 Mr. Ramniklal Dudabhai Sojitra (DIN-00350946) being the Chairman andNonExecutive Director of the committee headed the Stakeholders Relationship Committee andMr. Vismay Makwana being the Compliance officer in which met four times on the dates asfollows:

Sr.No. Date Directors present
1. 30-05-2020 3
2. 13-08-2020 3
3. 11-11-2020 3
4. 11-02-2021 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 Independent & Non-Executive Director 4 4
2. Manish Amin Independent & NonExecutive Director 4 4
3. Chirag D. Mehta Non- Executive Director 4 4

* INDEPENDENT DIRECTORS’ MEETING:

The Independent Directors met 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 othermatters provided in section 178(3) of the Companies Act 2013 is available on the websiteof the Company at www.mehtasecurities.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 behavioractual 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 atwww.mehtasecurities.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 given in the CorporateGovernance Report and forms part ofthis 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 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 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.

* 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 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 DepositoryService 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 31stMarch 2021and 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(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are 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 [17A] 1819 20 21 22 23 24 [24A] 25 26 27 and clause (b) to (i) [and (t) ] ofsub-regulation (2) of regulation 46 and Para C D and E of Schedule V in respect of listedentities having paid-up Equity share Capital not exceeding rupees ten crores and net worthnot exceeding rupees twenty five 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 certificates required under Schedule V (E) of the Listing Regulations regardingcompliance of conditions of Corporate Governance is annexed to this report as Annexure-E.

* CERTIFICATE FROM PRACTICING COMPANY SECRETARY REGARDING NONDEBARMENT ANDNON-DISQUALIFICATION OF DIRECTORS:

The Company has obtained a certificate from CS Rohit Bajpai Practicing CompanySecretary confirming that none of the Directors on the board of the company have beendebarred or disqualified from being appointed or continuing as director of the company bythe Securities and Exchange Board of India and Ministry of Corporate Affairs or any suchauthority. The said certificate is annexed as Annexure-F and forms part of this AnnualReport.

* 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 31stMarch 2021.

* 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 31stMarch 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 thereunder.

* 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.

For and on behalf of Board of Directors
Sd/- Sd/-
Place: Ahmedabad Mrs. Bhavna D. Mehta Mr.Chirag D. Mehta
Date: 27thAugust 2021 Managing Director Director
(DIN: 01590958) (DIN: 00484709)

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