Dear Members,
The Board of Directors of the Company takes pleasure in presenting the 29th
Directors Report on the business and operations of the Mehta Housing Finance Limited
(the Company or MHFL) together with the Audited Financial
Statements for the year ended March 31, 2023.
STATE OF AFFAIRS:
The Company is exploring various options to undertake production and trading activities
in the food industry.
Currently, the management is evaluating the possibilities of restructuring the business
and corporate structure involving the Company with the Companies operating in the similar
segment namely Ruparel Foods Private Limited and/or SAMT Foods Private Limited (Formerly
Ruparel Food Specialties Private Limited). This exercise is being contemplated in order to
enable better management focus and control of the business, reduce the number of operating
companies, achieve a reduction in overheads, administrative, and other expenditures.
FINANCIAL RESULTS:
The Company's financial performance for the year ended March 31, 2023, is summarized
below:
Particulars |
Standalone |
|
(Amount in lacs Rs ) |
|
Financial Year ended March 31, 2023 |
Financial Year ended March 31, 2022 |
FINANCIAL RESULTS |
|
|
Revenue from operations |
0.00 |
0.00 |
Other Income |
0.00 |
0.00 |
Total Revenue |
0.00 |
0.00 |
Total Expenses |
19.43 |
9.41 |
Profit/ (Loss) before tax and Exceptional Items |
(19.43) |
(9.41) |
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 |
(19.43) |
(9.41) |
Exceptional items |
0.00 |
0.00 |
Profit/for the year |
(19.43) |
(9.41) |
During the year under review, the Company has incurred a total expenditure of Rs. 19.43
lacs in comparison to expenditure of Rs. 9.41 lacs in the previous year with no revenues
in the current as well as previous year, as the Company is yet to commence operations.
Hence, the Company has incurred a total loss of Rs. 19.43 lacs in comparison to loss of
Rs. 9.41 lacs in the previous year.
DIVIDEND:
Your Directors do not recommend any dividend for the year under review.
TRANSFER TO RESERVES:
The Board of Directors of the Company has decided not to transfer any amount to the
Reserves for the year under review.
CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of the Company during the year under
review.
INDIAN ACCOUNTING STANDARD (IND AS):
The financial statements for the year under review have been prepared in accordance
with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies
Act, 2013 (Act') read with Companies (Accounts) Rules, 2014 to the extent applicable
to the Company.
SHARE CAPITAL:
During the year under review, there were no changes in the Authorized, Issued,
Subscribed and Paid-up Capital of the Company and accordingly, as on March 31, 2023, the
Authorized Share capital of the Company was Rs. 3,50,00,000/- (Three Crore Fifty Lacs
Only) divided into 35,00,000 (Thirty Five Lacs) Equity Shares of Rs. 10/- (Ten Only) each
and issued, subscribed and paid-up Share Capital of the Company was Rs. 3,08,20,000/-
(Three Crore Eight Lacs Twenty Thousand Only) divided into 30,82,000 (Thirty Lacs Eighty
Two Thousand) Equity Shares of Rs. 10/- (Ten Only) each fully paid up.
NUMBER OF MEETINGS OF THE BOARD:
During the year under review, the Board of Directors met 5 (Five) times, details of
attendance of the Directors [Yes(Y)/No(N)] at the Board meetings are as given below:
Sr No. Name of the Directors: |
Date of the Board Meetings |
30.05.2022 |
13.08.2022 |
24.08.2022 |
12.11.2022 |
11.02.2023 |
1. Mr. Vishal Ruparel |
Y |
Y |
Y |
Y |
Y |
2. Mr. Anand Thakkar |
Y |
Y |
Y |
Y |
Y |
3. Mr. Anand Ruparel |
Y |
Y |
Y |
Y |
Y |
4. Mrs. Trupti Ruparel |
Y |
Y |
Y |
Y |
Y |
5. Mr. Sanjay Shah |
^NA |
Y |
Y |
Y |
Y |
6. Mrs. Jinal Shah |
^NA |
Y |
Y |
Y |
Y |
7. Mr. Pankaj Ruparel |
^NA |
Y |
Y |
Y |
Y |
8. Mr. Shyam Ruparel |
^NA |
Y |
Y |
Y |
Y |
^Not Applicable Director was not associated with the Board on that Date.
COMMITTEES OF THE BOARD:
The Company has reconstituted various committees in accordance with the requirements of
the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(SEBI Listing Regulations'). The Board has the following committees:
i. Audit Committee ii. Nomination and Remuneration Committee iii. Stakeholders
Relationship Committee
Audit Committee:
Consequent to the induction of new Directors, the Audit Committee was reconstituted at
the Board meeting held on August 13, 2022, in compliance with the provisions of the Act
and SEBI Listing Regulations. It comprises of Mr. Sanjay Shah, Chairman (Non-Executive
Independent Director), Mr. Anand Thakkar, Member (Non-Executive Independent Director) and
Mr. Pankaj Ruparel (Non-Executive Director). Ms. Kinjal Kothari acts as Secretary to the
Committee. All the recommendations made by the Audit Committee were accepted by the Board.
During the year under review, Audit committee met 4 (Four) times, details of attendance
of members [Yes(Y)/No(N)] at the meetings are given below:
Sr No. Date of meeting |
Name of Members |
Mr. Anand |
Mr. Anand |
Mrs. Trupti |
Mr. Sanjay |
Mr. Pankaj |
|
Thakkar |
Ruparel |
Ruparel |
Shah |
Ruparel |
1. 30.05.2022 |
Y |
Y |
Y |
^NA |
^NA |
2. 13.08.2022 |
Y |
Y |
Y |
^NA |
^NA |
3. 12.11.2022 |
Y |
^NA |
^NA |
Y |
Y |
4. 11.02.2023 |
Y |
^NA |
^NA |
Y |
Y |
Nomination and Remuneration Committee:
Consequent to the induction of new Directors, the Nomination and Remuneration Committee
(NRC) was reconstituted at the Board meeting held on August 13, 2022, in compliance with
the provisions of the Act and SEBI Listing Regulations. It comprises of Mr. Anand Ruparel,
Chairman (Non-Executive Independent Director), Mrs. Jinal Shah, Member (Non-Executive
Independent Director) and Mr. Pankaj Ruparel (Non-Executive Director). Ms. Kinjal Kothari
acts as Secretary to the Committee. All the recommendations made by the NRC were accepted
by the Board.
During the year under review, Nomination and Remuneration Committee met once, details
of attendance of members [Yes(Y)/No(N)] at the meetings are as given below:
Sr Date of No. meeting |
Name of Members |
Mr. Anand Thakkar |
Mr. Anand Ruparel |
Mrs. Trupti Ruparel |
1. 13.08.2022 |
Y |
Y |
Y |
Stakeholders Relationship Committee:
Consequent to the induction of new Directors, the Stakeholders Relationship Committee
(SRC) was reconstituted at the Board meeting held on August 13, 2022, in compliance with
the provisions of the Act and SEBI Listing Regulations. It comprises of Mr. Anand Thakkar,
Chairman (Non-Executive Independent Director), Mr. Anand Ruparel, Member (Non-Executive
Independent Director) and Mr. Shyam Ruparel, Member (Non-Executive Director). Ms. Kinjal
Kothari acts as Secretary to the Committee.
During the year under review, SRC met 4 (Four) times, details of attendance of members
[Yes(Y)/No(N)] at the meetings are given below:
Sr Date of No. meeting |
Name of Members |
Mr. Anand |
Mr. Anand |
Mrs. Trupti |
Mr. Shyam Ruparel |
|
Thakkar |
Ruparel |
Ruparel |
|
1. 30.05.2022 |
Y |
Y |
Y |
^NA |
2. 13.08.2022 |
Y |
Y |
Y |
^NA |
3. 12.11.2022 |
Y |
Y |
^NA |
Y |
4. 11.02.2023 |
Y |
Y |
^NA |
Y |
^Not Applicable Director was not associated with the SRC Committee on that Date.
INDEPENDENT DIRECTOR'S MEETING:
The Meeting of the Independent Directors was held on March 28, 2023 for evaluating the
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 and
timeliness of flow of information between the Company Management and the Board which is
necessary for the Board to effectively and reasonably perform their duties.
The Company has received the necessary declaration from each Independent Director who
are part of the Board confirming that they meet the criteria of independence as laid out
in Section 149(6) of the Act read with the schedules, rules made thereunder and SEBI
Listing Regulations.
ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Act, the Annual Return in Form MGT-7
as on March 31, 2023, is available on Company's website at www.mehtahousing.com.
DIRECTORS' & KEY MANAGERIAL PERSONNEL (KMP):
During the year, following were the Directors and KMP associated with the Company:
Sr. No DIN / PAN |
Name of Director/ Key Managerial Personnel |
Appointment / Resignation |
Designation |
Date of Appointment/ Resignation |
1 00077767 |
Mr. Vishal Ruparel |
- |
Managing Director |
01.04.2021 |
2 08702317 |
Mr. Anand Thakkar |
- |
Independent Director |
01.04.2021 |
3 01369316 |
Mr. Anand Ruparel |
- |
Independent Director |
01.04.2021 |
4 09121956 |
Mrs. Trupti Ruparel |
- |
Non- Executive Woman |
01.04.2021 |
|
|
|
Director |
|
5 09700836 |
Mr. Sanjay Shah |
Appointment |
Independent Director |
13.08.2022 |
6 09701166 |
Mrs. Jinal Shah |
Appointment |
Independent Director |
13.08.2022 |
7 00077676 |
Mr. Pankaj Ruparel |
Appointment |
Non- Executive Director |
13.08.2022 |
8 01558313 |
Mr. Shyam Ruparel |
Appointment |
Non- Executive Director |
13.08.2022 |
9 ACYPK3950D |
Mr. Ramjibhai |
- |
Chief Financial Officer (CFO) |
01.04.2021 |
|
Kanjariya |
|
|
|
10 EDGPK7150C |
Ms. Kinjal Kothari |
- |
Company Secretary (CS) and |
01.08.2021 (CO) |
|
|
|
Compliance Officer (CO) |
14.08.2021 (CS) |
In accordance with the provisions of Section 152 of the Act, Mr. Pankaj Ruparel,
Non-Executive Director of the Company will retire by rotation at the ensuing Annual
General Meeting (AGM) and being eligible has offered himself 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 of Mr. Pankaj
Ruparel as Director of the Company liable to retire by rotation.
The Company has received declarations from Independent Directors of the Company
confirming that they meet the criteria of independence prescribed under the Act and the
Listing Regulations and the Board is satisfied with the integrity, expertise and
experience of the Independent Directors appointed during the year.
Pursuant to Section 134 (5) of the Act, the Board of Directors, to the best of their
knowledge and ability, confirm that:
a. In the preparation of the annual financial statements for the year ended March 31,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any.
b. the Directors' have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year 2022-23
and of the loss of the Company for the financial year 2022-23;
c. the Directors' have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors' have prepared the annual accounts for the financial year ended March
31, 2023 on a going concern basis;
e. the Directors' have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating effectively;
f. the Directors' have devised proper systems to ensure compliance with the provisions
of 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 matters
provided in Section 178(3) of the Act is available on the website of the Company at
www.mehtahousing.com.
CODE OF CONDUCT:
The Company has adopted a Code of Conduct for all employees including the members of
the Board and Senior Management Personnel. All members of the Board and Senior Management
Personnel have affirmed compliance with the said Code of Conduct for the financial year
2022-23.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013:
The details of loans, guarantees and investments covered under the provisions of
Section 186 of the Act, is given in the notes forming part of Financial Statements. (Note.
No. 1)
During the year under review, there was no Related Party Transaction entered by the
Company in terms of Section 188 of the Act.
Hence, the disclosure of related party transactions as required to be made under
Section 134(3) (h) of the Act in Form AOC -2 is not applicable.
NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE YOUR COMPANY'S SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE PERIOD:
During the year under review, no Company became or ceased to be the Company's
Subsidiary, Joint Venture or Associate Company.
REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:
The requirement of preparation of Consolidated Financial Statements is not applicable
to the Company.
DISCLOSURE REGARDING RECEIPT OF COMMISSION BY A DIRECTOR FROM THE HOLDING OR SUBSIDIARY
OF A COMPANY, IN WHICH SUCH PERSON IS A MANAGING OR WHOLE TIME DIRECTOR:
This clause is not applicable to the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY BETWEEN THE DATE OF THE BOARD REPORT AND END
OF FINANCIAL YEAR AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which these financial statements
relate 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 its
operations in future were passed by the Regulators or Courts or Tribunals during the year
under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to energy conservation, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under sections 134(3)(m) of the
Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, for the year ended on
March 31, 2023 is furnished herein below:
Conservation of Energy: As stated above, the Company is yet to initiate operational
activities, it will take intensive efforts once the operations are initiated. As of now,
the Company uses low consumption energy equipment as and when required.
Technology Absorption: The Company has no disclosures to be made in connection with
technology absorption.
Foreign Exchange Earning and Outgo: During the year, there were no foreign exchange
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 Act are not
applicable to the Company. Hence, it was neither liable to spend any amount towards CSR
nor required to form any Committee in this regard.
ANNUAL EVALUATION:
The Board of Directors has carried out the annual evaluation of its own performance,
Board Committees i.e., Audit Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee, Chairperson and Individual Directors pursuant to the
provisions of the Act, and Listing Regulations. The performances were evaluated by the
Board after seeking inputs from all the Directors on the basis of the criteria such as the
degree of fulfilment of key responsibilities, Board composition and structure,
effectiveness of Board processes, information and functioning etc.
In a separate meeting of Independent Directors, performance of Non- Independent
Directors, Board as a whole, the Chairperson along with all the Board Committees were
evaluated, taking into account the views of executive directors and non-executive
directors. 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, read
together with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) 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) Rules,
2014 in respect of employees of the Company, is appended herewith and forms part of this
Report. Any member interested in obtaining a copy thereof, may write to
mehtahousingfinanceltd@gmail.com.
PUBLIC DEPOSITS:
During the year under review, your Company has not accepted/ renewed any public
deposits within the meaning of Sections 73 to 76A of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014.
ADEQUACY OF INTERNAL CONTROL:
The Company has its basic internal financial limit commitments with its current
activities and with gradually be establishing future systems of internal control
commensurate with business activities and size of the Company to ensure that the financial
and other records are reliable, the assets and properties are safeguarded and protected
against loss from unauthorized use or disposition and those transactions are authorized
recorded and reported correctly in the financial statements.
SECRETARIAL STANDARDS:
The Company complies with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India on Meetings of the Board of Directors and General
Meetings.
AUDITORS:
a) Statutory Auditor
M/s. Gaudani Associates, Chartered Accountants (FRN: 0117217W), was appointed as the
Statutory Auditors of the Company at the 27th Annual General Meeting to do
statutory audit for a period of 5 years till the conclusion of 32nd Annual
General Meeting.
However, the Board has received a letter from M/s. Gaudani Associates, Chartered
Accountants (FRN: 0117217W stating unwillingness to continue as Statutory Auditor of the
Company.
In view of the same the Board at the Board Meeting held on May 29, 2023 has proposed to
appoint M/s. VCA & Associates, Chartered Accountants (FRN:114414W), as a Statutory
Auditor of the Company to fill the casual vacancy caused by the said resignation and
further for a period of 5 years till the conclusion of 34th Annual General
Meeting to be held in year 2028 pursuant to the provisions of Section 139 of the Act and
the Companies (Audit and Auditors) Rules, 2014.
The Company has received the requisite consent and eligibility letter from M/s. VCA
& Associates, Chartered Accountants (FRN:114414W) confirming their willingness to
become Statutory Auditor of the Company.
Accordingly, the Board recommends the appointment of M/s. VCA & Associates,
Chartered Accountants (FRN:114414W) as Statutory Auditors of the Company for approval of
the members of the Company.
Comments of the Auditors in their Reports on Financial Statements and the notes forming
part of the said Financial Statements are self-explanatory and need no explanation or
comments of the Directors.
The Independent Auditors' Report for the financial year ended March 31, 2023, on the
financial statements of the Company forms part of the Annual Report.
The Auditors' Report for the financial year ended March 31, 2023, does not contain any
qualification, reservation or adverse remark.
b) Internal Auditor
Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts)
Rules, 2014, the Company had appointed M/s. Dhankot & Co., Chartered Accountants, as
an Internal Auditor of the Company for Financial Year 2022-23.
M/s. Dhankot & Co., Chartered Accountants were re-appointed as the Internal Auditor
of the Company for the Financial Year 2023-24 in the Board of Directors Meeting held on
August 29, 2023, as per the provisions of Section 138 of the Act read with Companies
Rules, 2014.
c) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the
Company has appointed M/s. Pinky Shethia & Associates, a firm of Practicing Company
Secretary to conduct the Secretarial Audit for the Financial Year 2022-23.
The Secretarial Audit report for Financial Year 2022-23 forms part of this Board Report
and annexed as an Annexure- II in Form MR 3.
Further, during the year under review, the Secretarial Auditor have raised observation
in her report, reply for the same is given below:
The Statutory Auditor has tendered resignation vide their letter dated May 22, 2023,
consequent to which the Board at its meeting held on May 29, 2023 has recommended the
appointment of M/s. VCA & Associates, Chartered Accountants (FRN:114414W) for the
approval of the members at the forthcoming Annual General Meeting, who is having requisite
eligibility under the provisions of the Act and SEBI Listing Regulations.
DETAILS WITH RESPECT TO FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143
No matters of actual or alleged fraud have been reported by the Auditors under
sub-section (12) of Section 143 of the Companies Act, 2013.
COST AUDITORS:
The provisions of Section 148 of the Act are not applicable to the Company 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 the
Directors and Employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism 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 the
Company and/or to any of its subsidiaries/associate. The Whistle Blower Policy has been
posted 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 review
is annexed herewith as an Annexure -III part of this report.
LISTING OF SHARES:
30,82,000 Equity Shares of the Company are listed on BSE Limited. The annual listing
fee for the financial year 2023-24 has been paid to BSE Limited (BSE).
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013 (POSH Act):
The provisions of the POSH Act are not applicable to the Company during the year under
review and accordingly, it was not required to constitute Internal Complaints Committee
under the said Act.
ACKNOWLEDGMENTS:
The Directors wish to place on record their appreciation for their sincere support from
its members, banks and other Statutory and Regulatory Authorities. The Board of Directors
also appreciates with gratitude for the continuous contribution made by the executives and
employees at all levels for their dedication and commitment to the Company throughout the
year.
For and on behalf of the Board of Directors Mehta Housing Finance Limited
Vishal Ruparel |
|
Chairman and Managing Director |
Place: Mahuva |
DIN: 00077767 |
Date: August 29, 2023 |
|