mehta housing finance ltd Directors report

Dear Members,

The Board of Directors of the Company takes pleasure in presenting the 29^th 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 Companys 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 DIRECTORS 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 Companys 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 Companys 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 COMPANYS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE PERIOD:

During the year under review, no Company became or ceased to be the Companys 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 27^th Annual General Meeting to do statutory audit for a period of 5 years till the conclusion of 32^nd 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 34^th 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 Companys 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