To,
The Members/Shareholders,
The Directors of your Company have pleasure in presenting their Twenty Ninth Annual
Report on the business and operations of the Company and Audited Accounts for the
financial year ended on 31st March, 2023.
? FINANCIAL PERFORMANCE:
The Financial Performance of the Company for the financial year ended on 31st
March 2023, as compared to the previous year ended on 31st March 2022 are
summarized below: - (Rs. In Lacs)
Particulars |
2022-23 |
2021-22 |
Income from operations |
0.00 |
(61.87) |
Other Income |
39.15 |
17.41 |
Total Revenue |
39.15 |
(44.46) |
Less: Operating & administrative Expenses |
25.64 |
39.23 |
Operating Profit(Loss) before interest, depreciation and tax |
13.51 |
(83.69) |
Less: Depreciation/ Amortization |
2.94 |
4.02 |
Profit/(Loss) before finance costs and exceptional items |
10.57 |
(87.71) |
Interest and financial charges |
0.00 |
0.00 |
Exceptional items |
0.00 |
0.00 |
Profit/(Loss) before tax |
10.57 |
(87.71) |
Tax Expense |
0.00 |
0.00 |
Profit/(Loss) after tax |
10.57 |
(87.71) |
? PERFORMANCE HIGHLIGHTS:
The total Profit of the Company during the financial year increased substantially which
commenced on 1st April, 2022 and ended on 31st March, 2023 was Rs.
10.57 lacs against Rs. (87.71) lacs in the previous financial year which commenced on 1st
April, 2021 and ended on 31st March, 2022. The total expenditure during
the current financial year was Rs. 28.58 lacs against Rs. 43.25 lacs in the previous
financial year. The Profit after tax for the year under review was Rs. 10.57 lacs. The
said figure during the previous financial year was Rs. (87.71) lacs. The performance of
the Company for financial year 2022-23 was satisfactory, as the profit of the Company has
been increased substantially as compared to previous year loss. However the Earning per
Share (EPS) of the Company is Rs. 0.34 per share.
? BUSINESS OPERATIONS AND FUTURE OUTLOOK:
The Company is essentially concentrating on broking activities, advisory and
consultancy assignments in capital markets. The Company is investing its funds in the
capital market and other financial instruments in view of the long term prospects of the
Indian Economy and the Company is confident that it would be able to take advantage of
emerging opportunities in the coming years.
? DIVIDEND:
In view of losses incurred in the earlier years and to strengthen the capital base of
the Company, your Directors have decided not to recommend any dividend on Equity Shares
for the year under review.
? AMOUNTS TO BE CARRIED TO ANY RESERVES:
In order to meet any contingencies in the coming years, your directors have proposed
not to transfer any amounts from Profit & Loss account to reserves of the Company.
? FINANCE
During the year under review, the Company has not made any borrowings from banks or any
financial institutions orother parties
? CHANGE IN SHARE CAPITAL OF THE COMPANY
The Authorized Share capital of the Company as at 31st March, 2023 stood at
Rs. 3,50,00,000/- (Rupees Three Crores Fifty Lacs only) and paid-up capital stood at Rs.
3,08,94,000/- (Rupees Three Crore Eight Lacs Ninety Four Thousands only)
During the year there is no change in capital structure of the Company.
? MATERIAL CHANGES AND COMMITMENTS:
There has been no material change and commitments affecting the financial performance
of the Company which occurred between the end of financial year of the Company and the
date of this report affecting the financial position of the company as at 31st
March, 2023.
? 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 the
ensuing Annual General Meeting and being eligible offers himself for reappointment. The
Board recommends his reappointment.
Confirmation of Appointment:
Brief details of Directors proposed to be appointed as required under Companies Act,
2013 or any other laws, rules and regulation as updated from time to time are provided in
the Notice of 29thAnnual 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. The
information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings
and Outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 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,
which is not at arms length basis 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.
Transactions with related parties, as per requirements of Accounting Standard 18 are
disclosed in the notes to accounts annexed to the financial statements.
? AUDITORS & AUDITORS REPORT:
M/s. Asim Ravindra & Associates, Chartered Accountants (FRN:118775W), Ahmedabad
were appointed under the provisions of Section 139,141 and 142 of the Companies Act, 2013
read with the rules, circulars and notifications thereto to hold office as Statutory
Auditors of the Company for the consecutive period of five years term commencing from the
conclusion of the last 28th Annual General Meeting of the Company till the conclusion of
the 33rd Annual General Meeting for the Financial year 2026-27 to be held in the calendar
year 2027 at the remuneration as fixed between the Board of directors and the Statutory
Auditors of the Company. The Company has received a declaration from the Statutory
Auditors that they are eligible to be appointed as the Statutory Auditors of the Company
from the conclusion of the ensuing 29th Annual General Meeting till the conclusion of the
next 30th Annual General Meeting of the Company for the Financial year 2023-24 that they
are not disqualified under Section 140 and 141 of the Companies Act, 2013.The Board
recommend to the members to approve the Statutory Auditors Independent Audit Report on
the financial Statements along with the notes on the accounts for the Financial year ended
on 31st March, 2023 at this 29th Annual General Meeting.
? AUDIT QUALIFICATION:
The notes on financial statement referred to in the auditors report does not contain
any qualification, reservation or adverse remarks and are self-explanatory and do not call
for any further explanation/comment from the board.
? ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013, the Extract of Annual Return in
the form of MGT-7(Draft) is uploaded on the website of the Company www.mehtasecurities.com
? DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Directors confirm that the Secretarial Standards issued by the Institute of
Company Secretaries of India, have been complied with.
? SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made
there under, the Company had appointed Mr. Rohit Bajpai, Practicing Company Secretary (CP
No. 6559) as Secretarial Auditors to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report for FY 2022-23 is annexed, which forms part of this report as
Annexure-B. The secretarial audit report does not contain any qualification, reservation
or adverse remark or disclaimer. Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and rules made there under, the Company had appointed Mr. Rohit
Bajpai, Practicing Company Secretary (CP No. 6559) as Secretarial Auditors to undertake
the Secretarial Audit of the Company for the financial year 2023-24.
? MANAGEMENT DISCUSSION AND ANALYSIS :
The report on Management Discussion and Analysis is annexed to this Report as
Annexure-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 to
the Company for the FY ended 31st March, 2023.
? SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY:
We are continuously striving to promote better and more effective sustainability policy
and practices. In order to ensure transparent communication of our sustainability efforts
to all our stakeholders we have made conscious efforts through technology innovation and
effective communication and transparency.
Further, the Company considers CSR as part of its activity and believes that it is
imperative for the growth of the country and Company. The Company is not required to
constitute Corporate Social Responsibility Committee of Board under Section 135(1) of
Companies Act, 2013.
? NUMBER OF BOARD MEETINGS:
The Board of Directors met 6 (Six) times during the Financial Year 2022-23 are given
here below :
Sr. No. |
Date |
Directors present |
1. |
27-05-2022 |
4 |
2. |
13-08-2022 |
4 |
3. |
03-09-2022 |
4 |
4. |
11-11-2022 |
4 |
5. |
10-02-2023 |
4 |
6. |
30-03-2023 |
4 |
The Composition of the board and details of attendance of the members at the board
meetings during the Financial Year 2022-23 are given here below:
Sr. No. |
Name of Director |
Board Meetings Held |
Attended |
1. |
Bhavna D. Mehta (C) |
6 |
6 |
2. |
Chirag D. Mehta |
6 |
6 |
3. |
Ramniklal D. Sojitra |
6 |
6 |
4. |
Manish Amin |
6 |
6 |
? NUMBER OF AUDIT COMMITTEE MEETINGS:
During the year under review Audit Committee met 5 (five) times on the dates as
follows:
Sr. No. |
Date |
Members present |
1. |
27-05-2022 |
3 |
2. |
13-08-2022 |
3 |
3. |
03-09-2022 |
3 |
4. |
11-11-2022 |
3 |
5. |
10-02-2023 |
3 |
The Composition of the Audit Committee and details of attendance of the members at the
Committee meetings during the year are given below:
Sr. No. |
|
|
No. of Meetings during the year |
|
Name |
Category |
Held |
Attended |
1. |
Manish Amin |
Chairperson, Independent Director |
5 |
5 |
2. |
Chirag D. Mehta |
Non-Executive Director |
5 |
5 |
3. |
Ramniklal D. Sojitra |
Independent Director |
5 |
5 |
? The Audit Committee is duly constituted in accordance with the requirements of
Companies Act, 2013 and SEBI (LODR) 2015. The Company Secretary of the Company is the
Secretary for the Audit Committee of the Board.
? NUMBER OF NOMINATION AND REMUNERATION COMMITTEE MEETINGS:
There were appointments and resignations of Directors/KMP during the financial year
22-23 under review, and during the financial year 22-23 Nomination and Remuneration
Committee met one times on the following dates to appoint directors/KMPs and to review the
performance as follows:
During the year under review Nomination & Remuneration Committee met 1 (one) times
on the dates as follows:
Sr. No. |
Date |
Members Present |
1. |
30-03-2022 |
3 |
The Composition of the Nomination & Remuneration Committee and details of
attendance of the members at the committee meetings during the financial year 2022-23 year
are given below:
|
|
|
No. of Meetings during the year |
|
Sr. No. |
Name |
Category |
Held |
Attended |
Directors present in Meeting |
1. |
Manish Amin |
Chairperson, Independent Director |
1 |
1 |
3 |
2. |
Chirag D. Mehta |
Non-Executive Director |
1 |
1 |
3 |
3. |
Ramniklal D. Sojitra |
Independent Director |
1 |
1 |
3 |
? The Nomination & Remuneration Committee is duly constituted in accordance with
the requirements of Companies Act, 2013 and SEBI (LODR) 2015.The Company Secretary of the
Company is the Secretary for the Nomination & Remuneration Committee of the Board.
? NUMBER OF STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS:
During the year the Committee met 4(four) times on the dates as follows during the
financial year 2022-23. :
Sr. No. |
Date |
Members present |
1. |
27-05-2022 |
3 |
2. |
13-08-2022 |
3 |
3. |
11-11-2022 |
3 |
4. |
10-02-2023 |
3 |
The composition of the Stakeholders Relationship Committee and details of meetings
attended by the members are given below:
Sr. No. |
|
|
No. of Meetings during the year |
|
Name |
Category |
Held |
Attended |
1. |
Ramniklal D. Sojitra |
Chairperson, Independent Director |
4 |
4 |
2. |
Manish Amin |
Independent Director |
4 |
4 |
3. |
Chirag D. Mehta |
Non- Executive Director |
4 |
4 |
? INDEPENDENT DIRECTORS MEETING:
The Independent Directors met on 30.03.2023 without the attendance of Non-Independent
Directors and members of the Management. The Independent Directors reviewed the
performance of Non-Independent Directors and the Board as a whole; the performance of the
Chairman of the Company, taking into account the views of Executive Directors and
Non-Executive Directors and assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is necessary for the Board
to effectively and reasonably perform their duties.
? BOARD EVALUATION:
The Board adopted a formal mechanism for evaluating its performance as well as that of
its Committees and individual Directors, including the Chairperson of the Board. The
exercise was carried out through a structured evaluation process covering various aspects
of the Board functioning such as composition of the Board & Committees, experience
& competencies, performance of specific duties & obligations, contribution at the
meetings and otherwise, independent judgment, governance issues etc.
? POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Companys policy on Directors appointment and remuneration and other matters
provided in section 178(3) of the Companies Act, 2013 is available on the website of the
Company at www.mehtasecurities.com.
? VIGIL MECHANISM:
Pursuant to Section 177(9) of the Companies Act, 2013, a Vigil Mechanism has been
established for Directors and employees to report to the management, instances of
unethical behavior, actual or suspected, fraud or violation of the Companys Code of
Conduct or Ethics Policy. The said policy is uploaded on the website of the Company at
www.mehtasecurities.com.
? INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The details in respect of Internal Financial Control and their adequacy are included in
the Management Discussion & Analysis Report, which form part of this report.
? RISK MANAGEMENT:
The Company is not statutorily required to form Risk Management Committee. However, the
Audit 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 the
provisions of applicable Sections and Provisions of Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are given elsewhere in 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 the
nature 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 the
Listing Regulation is not required. It also has not given any Guarantees or made
Investments in excess of the limits within the meaning of Section 186 of the Companies
Act, 2013.
? STATEMENT ON DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of Independence provided in 149(6) of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Further, there has been no change in the circumstances which may affect
their status as Independent Director during the year.
? DEPOSITS:
During the year under review, your Company has not accepted any fixed deposits within
the meaning of the provisions of Chapter V – Acceptance of Deposits by Companies read
with rules thereto.
? SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There were no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and the Companys
future operations.
? DEMATERIALISATION OF SHARES:
To provide best services to the shareholders and investors, Companys equity shares are
made available for dematerialization in electronic form in the Depository systems operated
by National Securities Depository Limited (NSDL) and Central Depository Service Limited
(CDSL).
SEBI has recently mandated furnishing of Permanent Account Number (PAN), KYC details
(i.e. Postal Address with pin code, email address, mobile number, bank account details)
and nomination details by holders of securities. Effective from January 01, 2022, any
service requests or complaints received from the Member will not be processed by RTA till
the aforesaid details/documents are provided to RTA. On or after April 01, 2023, in case
any of the above cited documents/details are not available in the Folio(s), RTA shall be
constrained to freeze such Folio(s)
? DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, state the following: a) that in preparation of
the annual financial statements for the financial year ended on 31st March,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures if any; b) that such accounting policies have been
selected and applied consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2023 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 adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the company, and for preventing and
detecting fraud and other irregularities; 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 financial controls were adequate and were operating
effectively; f) that proper systems to ensure compliance with the provisions of all
applicable laws were in place were adequate and operating effectively.
? PARTICULARS OF EMPLOYEES:
The information required under Section 197(12) of the Companies Act, 2013 read with
rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in
separate annexure forming part of this Report as Annexure D.
? PARTICULARS OF EMPLOYEE IN TERMS OF SUB-SECTION 12 OF SECTION 197 OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014:
There was no employee of the Company employed throughout the financial year with salary
above Rs. One Crore Two Lacs per annum or employed in part of the financial year with an
average salary above Rs. Eight Lacs Fifty thousand per month.
Further, there is no employee employed throughout the financial year or part thereof,
was in receipt of remuneration in aggregate, in excess of that drawn by the Managing
Director or Whole-time Director or Manager and holds by himself or along with his spouse
and dependent children, not less than two per cent (2 per cent) of the equity shares of
the Company.
? CORPORATE GOVERNANCE:
The new Listing Regulations has provided exemption under regulation 15(2)(a) from
applicability of Corporate Governance provisions as specified in regulations 17 [17A], 18,
19, 20, 21, 22, 23, 24 [24A], 25, 26, 27 and clause (b) to (i) [and (t) ] of
sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V in respect of listed
entities having paid-up Equity share Capital not exceeding rupees ten crore and net worth
not exceeding rupees twenty five crore 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 Governance
Report as specified in Para C of Schedule V to the Listing Regulations.
However, pursuant to Regulation 15(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, notwithstanding sub-regulation (2) of regulation 15, the
provisions of Companies Act, 2013 shall continue to apply, wherever applicable.
The certificates required under Schedule V (E) of the Listing Regulations, regarding
compliance of conditions of Corporate Governance is annexed to this report as Annexure-E.
? CERTIFICATE FROM PRACTICING COMPANY SECRETARY REGARDING NON-DEBARMENT AND
NON-DISQUALIFICATION OF DIRECTORS:
The Company has obtained a certificate from CS Rohit Bajpai, Practicing Company
Secretary confirming that none of the Directors on the board of the Company have been
debarred or disqualified from being appointed or continuing as director of the Company by
the Securities and Exchange Board of India and Ministry of Corporate Affairs or any such
authority. The said certificate is annexed as -Annexure-F and forms part of this Annual
Report.
? 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 31st
March, 2023.
? FINANCIAL YEAR ALIGNED WITH THE REQUIREMENTS OF COMPANIES ACT, 2013
The Company has aligned the period of financial year to commence from 1st
April and end on 31stMarch every year in compliance with the requirement of
section 2(41) of the Companies Act, 2013.
? REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which required the
Statutory 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 valuable
contribution and dedication shown by the employees of the Company, RTA, Auditors and
Practicing Company Secretary which have contributed to the successful management of the
Companys affairs.
The Directors also take this opportunity to thank all the Stakeholders, Investors,
Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued
support.
For and on behalf of Board of Directors,
Place: Ahmedabad |
Bhavna D. Mehta |
Chirag D. Mehta |
Date: 02rd September, 2023 |
(Chairperson & Managing Director) |
(Director) |
|
(DIN: 01590958) |
(DIN: 00484709) |
+91-9892691696
