asit c mehta financial services ltd Directors report

Dear Members,

The Board of Directors is delighted to present the (39th) Thirty-Ninth Annual Report on the business and operations of Asit C Mehta Financial Services Limited (the “Company”) together with the summary of Audited Financial Statements for the financial year ended 31 March, 2023. This report is prepared in compliance as per the requirements of the Companies Act, 2013 (“the Act”), the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and other rules and regulations as applicable to the Company.

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY

Particulars	Standalone (Rs In Lakh)		Consolidated (Rs In Lakh)
	2022-23	2021-22	2022-23	2021-22
Total Revenue	530.00	420.44	3,383.24	4,154.08
Profit before Interest, Depreciation & Tax	280.22	287.01	196.77	1,119.06
Less: Interest	813.16	590.82	1,017.15	792.72
Less: Depreciation	118.78	117.96	155.71	167.49
Profit/ (Loss) Before Tax	(651.71)	(432.43)	(976.09)	158.85
Tax Expenses
Current Tax	-	-	0.00	-
Deferred Tax	(95.25)	(4.29)	(114.66)	71.86
MAT credit entitlement	-	10.39	0.65	10.39
Prior Period tax	3.53	0.17	11.57	(0.20)
Profit from discontinued operations	-	-	-	69.53
Net Profit/ (Loss) after Tax	(559.99)	(438.70)	(931.25)	146.33
Other comprehensive	(13.06)	10.30	(202.12)	33.86
Total comprehensive income	(573.05)	(428.40)	(1,133.37)	180.19
Appropriations:
Proposed Dividend	-	-	-	-
Tax on Proposed Dividend	-	-	-	-
Transfer to General Reserve	-	-	-	-
Balance carried to Balance Sheet	(573.05)	(428.40)	(1,133.37)	180.19
Paid up Equity Share Capital	495.26	484.74	495.26	484.74
EPS (Equity Shares of Rs 10/- each) Basic & Diluted (in Rs)*	(11.46)	(9.08)	(19.06)	3.02

The summary of the Companys financial performance for the financial year ended 31 March 2023 is summarized below:

Notes

a. The Company has adopted Indian Accounting Standard (Ind AS) with effect from 1st April 2017, and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein.

b. “Pursuant to the Composite Scheme of Arrangement (the “Scheme”) under the provisions of Section 230 to 232 of the Companies Act, 2013 in respect of merger of Nucleus IT Enabled Services Ltd. (Wholly owned subsidiary/ Transferor Company) with the Holding Company. All the assets, liabilities, reserves and surplus of the Transferor Company have been transferred to and vested in the Holding Company with effect from appointed date at their carrying values. The Holding Company had received requisite approvals from the Honourable NCLT having jurisdiction over the Holding Company and the Transferor Company. The Holding Company has given effectto the scheme in the standalone financial statements for the year ended March 31, 2023. The Scheme has also been approved by the Honble National Company Law Tribunal (“NCLT”) vide its order dated January 20, 2023, with the appointed date of March 31, 2021.

c. The consolidated figures include the figures of Asit C. Mehta Investment Intermediates Limited (ACMIIL) and Edgytal Fintech Investment Services Private Limited are subsidiaries of the Company.

2. STATE OF THE COMPANYS AFFAIRS

On standalone basis, your Companys gross earning increased to Rs 530.00 lakhs from Rs 420.44 lakhs as compared to previous year.

The year ended with a Loss after tax of Rs (559.99) Lakhs as compared to Loss after tax of Rs (438.70) Lakhs in the previous year. The increase of loss on a standalone basis is in pursuant to the composite scheme of arrangement under the provisions of Section 230 to 232 of the Companies Act, 2013 in respect of merger of Nucleus IT Enabled Services Ltd. (Wholly owned subsidiary/ Transferor Company) with the Company.

The Company has let out part of the Office premises on Lease/ Leave and License basis to external Companies. The Company offered advisory and consultancy services to certain clients and earned the fees aggregating to Rs 28.25 lakhs from Advisory and Consultancy Division.

On a consolidated basis, the gross revenue decreased to Rs 3,383.24 lakhs as compared to Rs 4154.08 lakhs in the previous year and loss after tax at Rs (931.25) lakhs as against profit aftertax of Rs 146.33 lakhs in the previous year.

Income from operations from Asit C Mehta Investment Interrmediates Ltd., Material subsidiary of the Company - engaged into broking services has reduced to Rs 2750.99 Lakhs as compared to Rs3569.26 Lakhs in the previous year and the profit before depreciation and finance cost is Rs 71.45 Lakhs as compared to Rs 960.11 Lakhs in the previous year. The overall loss stood at Rs (255.43) Lakhs as compared to Rs 626.09 Lakhs in the previous year.

Income from operations from Edgytal Fintech Investment Services Private Limited, a Subsidiary of the Company - engaged in information & communication service activities has increased to Rs 120.77 Lakhs as compared to Rs 18.15 Lakhs in the previous year, and profit before depreciation and finance cost is Rs (48.55) lakhs as compared to Rs 3.44 lakhs in the previous year. The overall loss stood at Rs (129.23) Lakhs as compared to Rs (23.46) Lakhs in the previous year.

Following is a detailed account of the key initiatives:

1. Setting up of Wealth Management Services: Envisaged to service investors by distributing various high-end products including PMS, AIF Investments, Mutual Funds, among others.

2. Distribution Products for Non-resident Indians (NRIs): Marketing Distribution Products to NRIs is another high growth oriented segment. Seniorstaffhas been recruited on PAN India basis.

3. Expansion of B2B Network: Company is aggressively expanding its B2B network PAN India and has recruited senior staff for the same. Additionally, agents for Insurance, Mutual Funds, Postal Agents, etc. are being registered through continuous webinars.

4. Inorganic Acquisitions: Company is looking at inorganic growth by acquiring other broking firms who wish to consolidate and reduce the cost and hassle of compliance.

5. Enhancing the Institutional Equities Research: Company has set up a research team to service Institutional clients, we expect growth in this income due to improvement in our grading amongst institutions. We have already onboarded 20 institutions as on date.

6. Investment Baskets and Products for Retail Investors: Company has invested in setting up a platform called “Chhota Nivesh” for retail investors looking to invest small sums. Additionally, products such as l-Baskets, National Pension Scheme (NPS), Sovereign Gold Bonds, Government Bonds, Corporate Fixed Deposits, T-Bills etc. are being made online and can be seamlessly obtained from stock the exchanges through a single mobile app called “INVESTMENTZ”.

3. DIVIDEND

Your Directors do not recommend any dividend for the financial year 2022-23 in view of losses. Further the company did not recommend any dividend for last 3 years.

4. TRANSFER TO RESERVES

Appropriations to general reserves for the financial year ended 31 March 2023, as per standalone and consolidated financial statements were:

(Rs In Lakh)

	Standalone		Consolidated
	FY 2021-22	FY 2022-23	FY 2021-22	FY 2022-23
Net profit for the year	-	-	-	-
Balance of Reserves at the beginning of the year	-	-	-	-
Balance of Reserves at the end of the year	-	-	-	-

During the year, Company has not transferred any amount to General Reserve.

For complete details on movement in Reserves and Surplus during the financial year ended 31 March 2023, please refer to the Statement of Changes in Equity included in the Standalone and Consolidated financial statements of this Annual Report.

5. SHARE CAPITAL

During the period under review the Authorised Share Capital of the Company was increased from Rs 10 crore to Rs 15 crore, pursuant to the certified true copy of the merger order received from NCLT on February 1, 2023.

The paid-up Equity Share Capital as on 31 March 2023 was Rs 4,95,25,600/- divided into 49,52,560 equity shares of Rs 10/- each. There is no change in the Equity Share Capital of the Company during the year.

6. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), is presented in a separate section forming part of the Annual Report as Annexure 1

7. MATERIAL CHANGES AFFECTING THE COMPANY AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and the date of this Report. There has been no change in the nature of Business of the Company.

8. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACT THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN THE FUTURE.

Pursuant to the Composite Scheme of Arrangement (the “Scheme”) under the provisions of Section 230 to 232 of the Companies Act, 2013, Nucleus IT Enabled Services Ltd. (Wholly owned subsidiary/ Transferor Company) has been merged with your Company as perthe certified true ofcopy order received from NCLT dated February 01, 2023.

As per the Scheme of amalgamation, Nucleus IT Enabled Services Ltd. (the Amalgamating Company) is wholly owned subsidiary of the Company. As a result, no shares of the Amalgamated Company shall be allotted in lieu or exchange of its holding in the Amalgamating Company and the entire issued, subscribed and paid up capital of the Amalgamating Company shall stand cancelled.

9. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to the conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure 2 and is attached to this report.

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has a Risk Management Policy in place, pursuant to Section 134 of the Companies Act, 2013. This robust Risk Management framework enables the identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Companys competitive advantage.

The Company has laid down a well-defined risk management mechanism commensurate with its size and the nature of business covering risk mapping, risk exposure and risk mitigation process. The Companys Risk Management Policy has been developed to include various categories such as Human Resources, Financial, Business Processes and Systems, Strategy, Corporate Governance and Compliance and Information Security.

Further, the Board ensures risk reporting and updates, risk policy compliances and provides overall guidance and support to business risk owners.

11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The expenditure towards Corporate Social Responsibility is not applicable to the Company for the financial year 2022-23 in accordance with Section 135 of the Companies Act, 2013.

12. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT- 2013

Amounts outstanding as on 31 March 2023

(Rs In Lakh)

Particulars	Amounts
Loans given	740.66
Guarantees given	130.00
Investments made	5077.68

 

Name of Entity	Relation	Amount (in Lakh)	Particulars of Loan/Guarantee/ Investments	Purpose
Edgytal Fintech Investment Services Private Limited	Subsidiary of the Company as per Section 2(87) of the Companies Act, 2013	300.00	Investments	Investment in Equity Shares of the Company
Edgytal Fintech Investment Services Private Limited	Subsidiary of the Company as per Section 2(87) of the Companies Act, 2013	75.00	Investments	Investment in Share Warrants of the Company
Asit C Mehta Investment Interrmediates Limited (ACMIIL)	Subsidiary of the Company as per Section 2(87) of the Companies Act, 2013	4072.83	Investments	Investment in Equity Shares of the Company
Omniscience Capital Advisors Private Limited	None	34.90	Investment	Investment in Preference Shares of the Company
Pentation Analytics Private Limited	None	594.95	Investment	Investment in Equity Shares of the Company
Edgytal Fintech Investment Services Private Limited	Subsidiary of the Company as per Section 2(87) of the Companies Act, 2013	641.08	Loan	Financial Support
Pentation Analytics Private Limited	None	48.16	Loan	Financial Support
Chargein Kiosk Private Limited	None	50.00	Loan	Financial Support
Ladder 2 Rise Private Limited	None	1.42	Loan	Financial Support
Asit C Mehta Investment Interrmediates Limited (ACMIIL)	Subsidiary of the Company as per Section 2(87) of the Companies Act, 2013	130.00	Security / Guarantee	Financial Support

13. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered, into by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company did not enter into any contract/ arrangement/ transaction with related parties, which could be considered material in accordance with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has also disclosed related party transactions on a consolidated basis for the year ended 31 March 2023 to the stock exchange and has also published the same on the website of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website https://www.acmfsl.com/pdf/Policies/Related_Party_Transactions_Policy.pdf

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. However, the particulars as required under the Act are furnished in Annexure 3 (Form No. AOC-2) as a disclosure to this Report.

14. AUDITORS AND AUDITORS REPORT

a) Statutory Auditors & Auditors Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. M S K A & Associates, Chartered Accountants (Firm Registration No. 105047W) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 38th Annual General Meeting held on 16th September, 2022 until the conclusion of 43rd Annual General Meeting of the Company to be held in the calendar year 2027, on such remuneration as may be decided by the Audit Committee and the Board of Directors.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, confirming that their appointment continues to be within the limits laid down by the Act, is as per the term provided under the Act, that they are not disqualified for continuing such appointment under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct.

The Auditors Report is self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

b) Secretarial Auditor and Secretarial Audit Report

The Board appointed M/s. Hemanshu Kapadia & Associates, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23 as mandated under Section 204 of the Companies Act, 2013 and Rule 9 there-under. The Secretarial Audit Report forthe financial year ended 31 March 2023 is annexed herewith marked as Annexure4 to this Report.

The qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditor in his report and management reply on the same are given below:

SL. PARTICULARS OF QUALIFICATION, RESERVATION, NO ADVERSE REMARK OR DISCLAIMER.	MANAGEMENT REPLY
1. Pursuant to Section 139(8) the Board of Directors has not filled the Casual vacancy caused due to resignation of the Statutory Auditor within the time limit prescribed in the Act i.e. 30 days (resignation of Auditor on 16th June 2022 and casual vacancy was filled w.e.f. 5th August 2022). However the Company has appointed the Statutory Auditor at the Annual General Meeting held on 16th September 2022 for a period of 5 years.	The Company had appointed the new statutory auditor within the stipulated period. However, since there was no board meeting after that date till August 5, 2022, the appointment of the statutory auditor was taken up in the Board meeting dated August 5, 2022.
2. Pursuant to Section 203 of the Act, the vacancy of Chief Financial Officer (“CFO”) was filled-up by the Board at its meeting held on 5th August, 2022 which is beyond period of six months (previous CFO resigned w.e.f. 28th October 2021).	Mr. Binoy Dharod had been offered the post of CFO and he had accepted the same within the stipulated time. However, due to his previous employment responsibilities resulting in delay in his relieving date, he could join only in August 2022.
3. Pursuant to Section 102 of the Act, Explanatory Statement enclosed in the Postal Ballot Notice does not contain the requisite Information regarding disclosure of nature of interest of directors/ key managerial personnel/ relatives	The Company has given the disclosure of her nature of interest of Ms. Madhu Lunawat. Whereas, for the other two items the Company inadvertently missed the same. The company will ensure non-recurrence of the same.
4. Notice of the Annual General Meeting does not contain additional information of the Directors seeking appointment or re appointment in the General Meeting pursuant to Clause 1.2.5 of Secretarial Standards 2 and Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and explanatory statement does not contains the requisite Information required under section 102 of the Act regarding appointment of Mr. Manohar Lai Vij and the terms and conditions of re-appointment of and details of remuneration sought to be paid to Mr. Kirit Vora. Further the appointment of Mr. Manohar Lai Vij is taken as Ordinary Business and explanatory statement under Section 102 of the Act is not attached.	The Company has inadvertently missed to mention the requisite details in respect of Mr. Kirit Vora and Mr. Manohar Lai Vij in the notice. However, the same was conveyed to the shareholders at the time of the Annual General Meeting. The Company has complied in respect of the same in this Annual Report.

 

SL. PARTICULARS OF QUALIFICATION, RESERVATION, NO ADVERSE REMARK OR DISCLAIMER.	MANAGEMENT REPLY
5. Pursuant to Section 134 of the Act read with rules made thereunder, the Directors report does not contain requisite disclosures relating to the number of meetings of Board and Committees, attendance at each meeting, details of loans from Directors not provided and weblink of annual return is incorrect.	The Company has inadvertently missed to give the requisite details in the previous year. The Company has complied with the provision for the financial year 2022-23.
6. Pursuant to Regulation 36(5) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, requisite details related to the Statutory Auditor not provided to the Shareholders viz proposed fees and basis of recommendation.	The Company has noted the same for compliance and going forward it will be duly complied with, as and when there will be a new appointment of statutory auditor.
7. As per Schedule V para D of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Declaration signed by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management, does not form part of the Annual Report.	The Company has taken the requisite Declaration and has inadvertently missed to give the requisite details in the Annual Report. Since the company does not have any chief executive officer, the Company has taken the declaration in respect of code of conduct for Board of Directors, from Mr. Pankaj Parmar, Manager of the Company.
8. As per Schedule V para F of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Disclosures with respect to demat suspense account/ unclaimed suspense account, not forms part of the Annual Report.	The Company has neither declared nor given any dividend in the last more than 7 years. Hence, in the Companys opinion the said disclosure is not applicable to the Company. However, going forward, the Company will make a statement regarding demat suspense account/ unclaimed suspense account whether applicable and maintained or otherwise.
9. Pursuant to SEBI circular CIR/CFD/CMD/4/2015 dated 09-09-2015, the Company has not furnished the requisite details regarding amendment to Memorandum and Articles of Association of the Company and details of merger not provided to the Stock Exchange.	The Company has not amended its Memorandum of Association. While the Company had Restated its entire Articles of Association, hence the same was not viable to be given to the Stock Exchange. The Company had made intimation to the Stock Exchange when it had received NCLT Order on February 2, 2023.
10. Pursuant to Regulation 5(c)(6) of SEBI PIT Regulations, the Company has not maintained the structured digital database as on 31st March 2023 and the same was maintained in excel format. However, the company has subsequently purchased the software after the end of the reporting period.	The software has been purchased from Trackwizz Solutions Private Limited and automated version of the structured digital database is being implemented.
11. Pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Radha Krishna Murthy is not registered as Independent Director with Indian Institute of Corporate Affairs, which affecting the composition of the Board of Directors and its Committees.	As per the Company views Mr. Radha Krishna Murthy is exempted from the Online Proficiency Test and the Company is in the process to get him registered as an Independent Director with the Indian Institute of Corporate Affairs
12. Pursuant to Section 203, Ms Khushboo Hanswal, was appointed as the Whole-time Company Secretary w.e.f. 13th February 2023. However, she has been appointed as the Company Secretary of the subsidiary Asit C Mehta Investment	Ms. Khushboo Hanswal was appointed as a Compliance officer of the Company vide Circulation resolution dated 12/12/2022, and there was no upcoming meeting of listed entity.
Interrmediates Ltd. w.e.f. 3rd February 2023.	The Subsidiary Companys meeting was scheduled to held on 03/02/2023 to approve the Unaudited financials before placing the same to the holding Company therefore Ms. Khushboo was first appointed in Subsidiary Companys Meeting and during the meeting of Subsidiary, the notice and agenda of Holding Company was duly circulated to the Board for her Appointment as Company Secretary.

15. COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records and conduct cost audit.

16. POLICY RELATING TO DIRECTORSAPPOINTMENT AND REMUNERATION

The Board has framed a Policy relating to the appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, Independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013 based on the recommendation of Nomination and Remuneration Committee. The details of this Policy have been disclosed in the Corporate Governance Report, which forms part of this Report. The weblink of the policy is as follows - https://www.acmfsl.com/pdf/Policies/Nomination-Remuneration-Policy.pdf

17. ANNUAL EVALUATION OF BOARDS PERFORMANCE. ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of the working of its own performance, the Directors individually as well as evaluation of its Committees.

The Board and Nomination and Remuneration Committee reviewed the performance of Individual Directors, the Board as a whole, Committees of the Board and Chairman after taking into consideration feedback received from Directors. The evaluation was done on various parameters such as vision and strategy, participation, disclosures of interests, good governance, leadership skills, operations, business development, human resources development, corporate communication etc. The feedback received from Directors were then consolidated and placed before the Committee / Board for its evaluation. The Directors expressed their satisfaction with the evaluation process.

18. ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Company is required to place a copy of Annual Return (in Form MGT-7) on the Companys website, web link of such annual return shall be disclosed in the Boards Report, viz. https://www.acmfsl. com/invjnfo.htm By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

19. BOARD MEETINGS

During the financial year 2022-23, 5 (five) Board Meetings were held on May 27, 2022; August 05, 2022; August 10, 2022; November 12, 2022 and February 13, 2023, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013.

• COMPOSITION. NUMBER OF MEETINGS& ATTENDANCE OF BOARD

Five meetings of the Board of Directors were held during the year on 27.05.2022, 05.08.2022, 10.08.2022, 12.11.2022 and 13.02.2023

Name of the Directors	Category	No. of meetings held during the year	No. Meetings required to be attended	Meetings attended
Asit Chimanlal Mehta	Chairman, Non-Executive Director & Non Independent Director	5	5	4
Deena Asit Mehta	Non-Executive Director & Non Independent Director	5	5	5
Kirit Himatlal Vora	Non-Executive Director & Non Independent Director	5	5	5
Manohar Lai Vij#	Non-Executive Director & Non Independent Director	5	5	5
Radha Krishna Murthy	Non-Executive Director & Independent Director	5	5	4
Pundarik Sanyal	Non-Executive Director & Independent Director	5	5	5

 

Name of the Directors	Category	No. of meetings held during the year	No. Meetings required to be attended	Meetings attended
Madhu Lunawat*	Non-Executive Director & NonIndependent Director	5	1	1
Ambareesh Bhaskar Baliga*	Non-Executive Director & Independent Director	5	1	1

*Ms. Madhu Lunawat & Mr. Ambareesh Baliga were appointed as Additional Directors on 26 December 2022. On 22 March 2023, the members of the Company approved their appointment via Postal Ballot through remote evoting.

# Mr. Manohar Lai Vij resigned as Non-Executive & Non-Independent Director on August 22, 2023

Board and Committee Meetings held during the year are also given in the Corporate Governance Report which forms part of the Annual Report. Board meeting dates are finalised in consultation with all Directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. In accordance with the provisions of Schedule IV of Companies Act, 2013 (“the Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), a separate meeting of the Independent Directors of the Company was held on 14 February 2023 to review the performance of Non-Independent Directors (including the Chairperson) and the entire Board.

The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the Management and the Board.

20. COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

a) Audit Committee

The Audit Committee comprises four members. The Chairman of the Committee is an Independent Director. The Committee met four times during the year on 27.05.2022, 05.08.2022, 12.11.2022 and 13.02.2023.

Name of the Directors	Category	No. of meetings held during the year	No. meetings required to be attended	Meetings attended
Pundarik Sanyal	Chairman	4	4	4
Radha Krishna Murthy	Member	4	4	3
Kirit Himatlal Vora	Member	4	4	4

Note: Mr. Ambareesh Baliga was appointed as Additional Director on 26 December 2022. the Company re-constituted its committee in its meeting held on 13 February 2023. On 22 March 2023, the members of the Company approved his appointment via Postal Ballot through remote evoting.

b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises four members. The Chairman of the committee is an Independent Director. There were four meetings of the committee held during the year on 25.05.2022, 05.08.2022, 26.12.2022 and 13.02.2023.

Name of the Directors	Category	No. of meetings held during the year	No. meetings required to be attended	Meetings attended
Pundarik Sanyal	Chairman	4	4	4
Radha Krishna Murthy	Member	4	4	3
Asit Chimanlal Mehta	Member	4	4	3

Note: Mr. Ambareesh Baliga was appointed as Additional Director on 26 December 2022, the Company re-constituted its committee in its meeting held on 13 February 2023. On 22 March 2023, the members of the Company approved his appointment via Postal Ballot through remote evoting.

c) Stakeholders Relationship Committee

The Stakeholders and relationship committee comprises of four members. The chairperson of the committee is NonExecutive Director as per compliance with section 178(5) of the Companies Act, 2013. There were four meetings of the committee held during the year on 27.05.2022, 05.08.2022, 30.11.2022 and 13.02.2023.

Name of the Directors	Category	No. of meetings held during the year	No. meetings required to be attended	Meetings attended
Deena Asit Mehta	Chairperson	4	4	4
Kirit Himatlal Vora	Member	4	4	4
Pundarik Sanyal	Member	4	4	4

Note: Ms. Madhu Lunawat was appointed as Additional Director on 26 December 2022, Thereafter the Company reconstituted the committee in its meeting held on 13 February 2023.On 22 March 2023, the members of the Company approved her appointment via Postal Ballot through remote evoting.

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are also provided in the Corporate Governance Report.

21. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, in respect of the year ended March 31,2023, hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had 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 and of the profit and loss of the Company forthat period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis; and

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. the Directors, had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two subsidiaries as on 31 March 2023. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (“the Act”). There has been no change in the nature of the business of the subsidiary.

The Company has a material subsidiary viz. Asit C Mehta Investment Interrmediates Limited in which it holds 93.09% total paid- up share capital of the Company as per section 2(87) of the Companies Act 2013 and as well as Subsidiary viz. Edgytal Fintech Investment Services Private Limited in which it holds 77.88% total paid- up share capital of the Company as per section 2(87) of the Companies Act 2013, as on March 31, 2023.

Pursuant to the Composite Scheme of Arrangement (the “Scheme”) under the provisions of Section 230 to 232 of the Companies Act, 2013, of Nucleus IT Enabled Services Ltd. (Wholly Owned Subsidiary/ Transferor Company) has been merged with your Company as perthe certified true ofcopy order received from NCLT dated February 01, 2023.

Pursuant to provisions of Section 129 (3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Your Company has formulated and adopted a “Policy for determining Material Subsidiaries” so that your Company could identify such subsidiaries and formulate governance framework for them. The same is also available on the website of the Company ie. https://www.acmfsl.com/pdf/Policies/Policy_for_determination_of_material_subsidiary.pdf

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate Standalone audited accounts in respect of subsidiaries, are available on the website of the Company.

23. DEPOSITORY SYSTEM

The Company has entered into agreement with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.

24. DISCLOSURE UNDER SECTION 164(21 OF THE COMPANIES ACT. 2013

The Company has received disclosures in Form DIR - 8 from all the Directors of the Company and has noted that none of the Director is disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. DIRECTORS

The Board of the Company is comprised of eminent persons with proven competence and integrity.

Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

As on the date of the report, the Board comprises, 3 Independent and 5 Non-Executive Directors & Non-Independent Director, details thereof have been provided in the Corporate Governance Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Companys businesses for effective functioning. The list of key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate Governance Report.

In the opinion of the Board, all the Directors, as well as the Directors appointed / re-appointed during the year possess the requisite qualifications, experience and expertise and hold high standards of integrity.

The notice convening the 39th AGM includes the proposal for re-appointment of Director.

A brief resume of the Directors being appointed/ re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold Directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the Notice of the ensuing AGM.

The terms and conditions of appointment of the Independent Director are in compliance with the provisions of the Companies Act, 2013 and Listing Regulations and are placed on the website of the Company.

In the opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

In terms of the provisions Section 149, 152 of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Asit Mehta (DIN: 00169048) and Mrs. Deena Mehta (DIN: 00168992) Non-Executive & Non-Independent Director of the Company, retires atthe ensuing AGM and being eligible, seeks reappointment.

A resolution seeking the re-appointment of Mr. Asit Mehta and Mrs. Deena Mehta forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held on September 30, 2023.

The profile and particulars of experience, attributes and skills of Mr. Asit Mehta and Mrs. Deena Mehta have been disclosed in the annexure to the Notice of the Annual General Meeting.

b. Kev Managerial Personnel (KMPt

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

Sr. No. Name of the KMP	Designation	Appointment/ Cessation of KMP
1. Mr. Pankaj Jeevanlal Parmar	Manager	Appointed w.e.f February 10, 2016
2. Mr. Sumit R. Sharma	Company Secretary & Compliance Officer	Resigned w.e.f May 16, 2022
3. Ms. Gauri H. Gokhale	Company Secretary & Compliance Officer	Appointed w.e.f May 27, 2022 Resigned w.e.f November 21,2022
4. Mr. Binoy Dharod	Chief Financial Officer	Appointed w.e.f August 5, 2022
5. Ms. Khushboo Hanswal	Compliance Officer	Appointed w.e.f December 12, 2022
6. Ms. Khushboo Hanswal	Company Secretary	Appointed w.e.f February 13, 2023

26. PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as - Annexure 5 to this Report.

27. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations to the Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys and Ethics.

28. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has adopted the procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements. The Companys internal control systems, including internal financial controls are commensurate with the nature of its business and the size and complexity of its operations and same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Companys internal control system including internal financial controls.

29. CORPORATE GOVERNANCE

The management is of opinion that the Corporate Governance provisions are not applicable to the Company, as the net worth is below the prescribed threshold limit and as per the Net worth certificate issued by the Chartered Accountant in practice. However the Board of Directors have decided to implement the Corporate Governance provisions to the extent possible and attach the Corporate Governance Report in the Annual Report. Accordingly the Report on Corporate Governance is attached to the Annual Report. Further a report on compliance of corporate governance and certificate regarding Non Disqualification of Directors, issued by M/s Hemanshu Kapadia & Associates, Practicing Company Secretaries, is attached to Boards Report.

AUDIT COMMITTEE AND VIGIL MECHANISM

The Company has an Audit Committee pursuant to the requirements of the Section 177 of the Act read with the rules framed there under and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in the Report on Corporate Governance forming part of this Report.

During the Financial year 2022-23, the recommendations of the Audit Committee were duly approved and accepted by the Board of Directors.

The Business Responsibility Reporting, as required by Regulation 34(2) of the Listing Regulations, is not applicable to the Company for the Financial Year ending March 31, 2023. The Board of Directors of the Company has approved and adopted a Whistle Blower Policy of the Company for establishing a vigil mechanism for Directors and employees to report genuine concerns regarding fraud or unethical behaviour as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In appropriate cases any personnel of the Company can have direct access to the audit committee. We affirm that no personnel has been denied access to the Audit Committee. The Whistle Blower Policy is posted on the website of the Company at https://acmfsl.com/cor_gov.htm

30. GENERAL

Details relating to deposits covered under ChapterV of the Act

During the review there were borrowings from the Directors as follows:

Name of Director	Amount of Borrowings
Mr. Asit C Mehta (DIN: 00169048)	Rs 10,00,000
Mrs. Deena A. Mehta (DIN: 00168992)	Rs 7,83,20,000

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year except as mentioned above:

Details relating to deposits covered under Chapter V of the Act (As mentioned above).

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of sweat equity shares, bonus shares or employees stock option plan.

The Company has constituted Anti Sexual Harassment Committee and during the year under review, there were no cases were reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.

There were no frauds reported by the Auditors under Sub section (12) of Section 143 of the Companies in (Amendment) Act, 2015, to the Audit Committee, Board of Directors or Central Government, independent directors

The Company has complied with applicable laws, listing regulations and Secretarial Standards.

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 that materially impact the business of the Company.

There were no instances where your Company required the valuation for one-time settlement or while taking the loan from the Banks or Financial institutions.

Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company

31. ACKNOWLEDGEMENT

The Directors thank the Companys employees, customers, vendors, investors, and academic institutions for their continuous support.

The Directors also thank the Government of India, the Governments of various states in India, and concerned Government Departments/ Agencies for their cooperation.

The Directors appreciate and value the contributions made by every member of the team of Asit C. Mehta Financial Services Ltd.

Place : Mumbai	For and on behalfof the Board of Directors
Dated : July 25, 2023	Asit C Mehta Financial Services Limited
CIN : L65900MH1984PLC091326	Asit C. Mehta
Registered Office: Pantomath Nucleus House Saki-Vihar Road.Andheri (E), Mumbai- 400072	Chairman
Tel No.: 022-28583333	(DIN: - 00169048)
Email: investorgrievance@acmfsl.co.in
Website: www.acmfsl.com