Mehta Housing Finance Ltd Directors Report.

To,

The Members/Shareholders,

The Directors of your Company have pleasure in presenting their Twenty Sixth Annual Report on the business and operations of the Company and Audited Accounts for the financial year ended on 31st March, 2020.

FINANCIAL PERFORMANCE:

The Financial Performance of the Company for the financial year ended 31st March 2020, as compared to the previous year are summarized below: -

(Rs. In Lacs)

Particulars 1st April, 2019 to 1st April, 2018 to
31st March, 2020 31st March, 2019
Income from operations 0.00 0.00
Other Income 1.99 3.35
Total Revenue 1.99 3.35
Operating & administrative Expenses 50.36 7.31
Operating Profit before interest, depreciation and tax (48.37) (3.96)
Depreciation/ Amortization 0.00 0.00
Profit/(loss) before finance costs and exceptional items (48.37) (3.96)
Interest and financial charges 0.00 0.00
Exceptional items 0.00 0.00
Profit/(loss) before tax (48.37) (3.96)
Tax Expense 0.00 0.00
Profit/(loss) after tax (48.37) (3.96)

PERFORMANCE HIGHLIGHTS:

The total revenue of the Company during the current financial year which commenced on 1st April, 2019 and ended on 31st March, 2020 was Rs. 1.99 lacs against Rs. 3.35 lacs in the previous financial year which commenced on 1st April, 2018 and ended on 31st March, 2019. The total expenditure during the current financial year was Rs. 50.36 lacs against Rs.7.31 lacs in the previous financial year. The Loss after tax for the year under review was Rs. 48.37 lacs. The said figure during the previous financial year was Rs. 3.96 lacs (loss).

BUSINESS OPERATIONS AND FUTURE OUTLOOK:

During the year under review, the company has a gross income of Rs. 1.99 Lacs. The company is working out for new business strategies, and awaits to take necessary actions at appropriate opportunities. The Indian economy is growing strongly and remains a bright spot in the global landscape. Indias overall outlook remains positive particularly with respect to negation of counter effects caused during previous year due to introduction of goods and service tax and withdrawal of high-denomination banknotes from circulation. However, the growth will be slow temporarily as a result of inflation consequent to certain internal and external factors that shall affect consumption and business activity. The corrective measures adopted by the government in power shall endeavor to protect the economy of country.

DIVIDEND:

To cater the growing need of funds for business operations, 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 view of loss incurred during the year under review no amount has been proposed to be transferred from profit and loss accounts to reserves.

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments have 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, 2020.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the requirements of the Companies Act, 2013, Mr. Chirag D. Mehta (DIN-00484709), is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommends him reappointment.

Confirmation of Appointment:

Brief details of Directors proposed to be appointed/re-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 Annual General Meeting forming part of this Annual Report.

The Company has re-appointed Mr. Chirag D. Mehta as a Managing Director in the company after end of financial year i.e. on 01/04/2020.

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 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. P.P. Patel & Brothers, Chartered Accountants (Firm Registration No.- 107743W) who have consented to act as auditors of company, were appointed as Statutory Auditors of the Company to hold office from the conclusion of 24th Annual General Meeting till the conclusion of 29th Annual General Meeting at such remuneration plus service tax or any other applicable taxes payable, if any, at the applicable rate, from time to time, plus out-of-pocket expenses incurred by them for the purpose of audit of the Companys accounts, exclusive of any remuneration, fees or charges payable to them for rendering any other services that may be rendered by them to the Company from time to time other than in the capacity of Auditors, as may be fixed by the Board of Directors.

The Provisions of first proviso to section139(1) of the Companies Act, 2013 requires to ratify appointment of M/S. P.P. PATEL & BROTHERS, Chartered Accountants (Firm Registration No. 107743W), as Statutory Auditors of the Company at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors. Accordingly their appointment as a statutory auditor is proposed to be ratified in ensuing 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.

REPORTING OF FRAUDS BY THE AUDITOR:

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 Rules framed there under.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013, the Extract of Annual Return in form MGT-9 is attached as Annexure-A and it is part of directors report. The Company has also placed a copy of Annual Return of the Company on its website at www.mehtahousing.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 a Secretarial Auditor to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2019-20 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.

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, 2020.

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 meets 5 (Five) times during the year under review on:

Sr. No. Date Directors present
1. 15/04/2019 4
2. 30/05/2019 4
3. 13/08/2019 4
4. 11/11/2019 4
5. 11/02/2020 4

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

Name of Director Board Held Meetings Attended
1. Bhavna D. Mehta 5 5
2. Ramniklal D. Sojitra 5 5
3. Chirag D. Mehta 5 5
4. Manish Amin 5 5

NUMBER OF AUDIT COMMITTEE MEETINGS:

During the year under review Audit Committee met four times on the dates as follows:

Sr. Date Directors present
1. 30/05/2019 3
2. 14/08/2019 3
3. 05/11/2019 3
4. 14/02/2020 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. Name Category No. of Meetings during the year
Held Attended
1. Ramniklal D. Sojitra Chairman, Independent & Non-Executive Director 4 4
2. Bhavna D. Mehta Non-Executive Director 4 4
3. Manish Amin Independent & Non- Executive Director 4 4

NUMBER OF NOMINATION AND REMUNERATION COMMITTEE MEETINGS:

As there was one appointment of Director during the year under review, there was requirement to conduct Nomination and Remuneration Committee meeting and hence on 15.04.2019 meeting of Nomination and Remuneration Committee was held to decide qualification and recommended the appointment of Mr. Chirag D. Mehta as CFO of the company w.e.f. 15th April, 2019 on Board of the Company.

NUMBER OF STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS:

During the year under review Stakeholders Relationship Committee met four times on the dates as follows:

Sr. No. Date Directors present
1. 30/05/2019 3
2. 13/08/2019 3
3. 11/11/2019 3
4. 11/02/2020 3

The composition of the Stakeholders Relationship Committee and details of meetings attended by the members are given below:

No. of Meetings during the year
Sr. No. Name Category Held Attended
1. Ramniklal D. Sojitra Chairman, Non-Executive Director 4 4
2. Bhavna D. Mehta Managing Director 4 4
3. Manish Amin Independent & Non- Executive Director 4 4

INDEPENDENT DIRECTORS MEETING:

The Independent Directors meets 01.05.2019 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 Chairman 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.mehtahousing.com.

VIGIL MECHANISM:

Pursuant to Section 177(9) of the Act, 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.mehtahousing.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 given in the Corporate Governance Report and forms part of 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 not given any Guarantees or made Investments in excess of the limits within the meaning of Section 186 of the Act.

STATEMENT ON DECLARATION OF INDEPENDENCE BY INDEPENDENT

DIRECTOR:

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.

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 Services (India) Ltd. (CDSL).

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, 2020, 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, 2020 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;

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.

PARTICULARS OF EMPLOYEES :

The information required under Section 197 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

None of the employees of the Company are in receipt of remuneration in excess of the limits which are required to be disclosed by way of statement under Section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014. The statement containing particulars of such employees is therefore not required to be furnished.

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, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clause (b) to (i) 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 crores and net worth not exceeding rupees twenty five crores as on the last day of the previous financial year.

Your Company falls under the exemption criteria as laid down under Regulation 15(2) (a) and therefore, not required mandatorily to comply with the said regulations.

The Company therefore is not required to make disclosures in Corporate 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 certificate as 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, 2020.

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 31st March 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 Sd/- Sd/-
Date: 8th July, 2020 Mr. Chirag D. Mehta Mrs. Bhavna D. Mehta
Managing Director Director
(DIN: 00484709) (DIN: 01590958)