Share Wealth

Year End :2024-03

The Board of Directors of the Company takes pleasure in presenting the 30^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, 2024.

STATE OF AFFAIRS:

During the year under review, the Company has initiated discussions with various vendors to commence its trading activities and has procured some sample products for distribution. The Company has also identified the reservation of vendors in extending trading activities in the current structure of the Company and thus, the management is discussing and exploring the usage of brand name 'Ruparel' which belongs to the Promoters so as to cater easily with the vendors and customers in Indian as well as foreign markets.

FINANCIAL RESULTS:

The Company's financial performance for the year ended March 31, 2024, is summarized below:

Particulars	Standalone (Amount in lacs (¥))		Consolidated (Amount in lacs (¥))
	Financial Year ended March 31, 2024	Financial Year ended March 31, 2023	Financial Year ended March 31, 2024	Financial Year ended March 31, 2023
Revenue from operations	0.00	0.00	0.00	0.00
Other Income	0.00	0.00	0.00	0.00
Total Revenue	0.00	0.00	0.00	0.00
Total Expenses	20.30	19.43	20.30	19.43
Profit/ (Loss) before tax and Exceptional Items	(20.30)	(19.43)	(20.30)	(19.43)
Less: Provision for Tax	0.00	0.00	0.00	0.00
-Current Tax	0.00	0.00	0.00	0.00
- Deferred Tax	0.00	0.00	0.00	0.00
Profit/(loss) after tax and before Exceptional Items	(20.30)	(19.43)	(20.30)	(19.43)
Exceptional items	0.00	0.00	0.00	0.00
Profit/for the year	(20.30)	(19.43)	(20.30)	(19.43)

PERFORMANCE HIGHLIGHTS:

During the year under review, the Company has incurred a total expenditure of Rs.20.30 lacs in comparison to expenditure of Rs. 19.43 lacs in the previous year with no revenues in the current as well as previous year on standalone and consolidated basis.

Hence, the Company has incurred a total loss of Rs. 20.30 lacs in comparison to loss of Rs. 19.43 lacs in the previous year on standalone and consolidated basis.

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, 2024, 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	Date of the	Name of the Directors
No.	Board	Mr.	Mr.	Mr.	Mrs.	Mr.	Ms.	Mr.	Mr.
	Meetings	Vishal	Anand	Anand	Trupti	Sanjay	Jinal	Pankaj	Shyam
		Ruparel	Thakkar	Ruparel	Ruparel	Shah	Shah	Ruparel	Ruparel
1.	29.05.2023	Y	Y	Y	N	Y	Y	Y	N
2.	14.08.2023	Y	Y	Y	Y	Y	Y	N	Y
3.	29.08.2023	Y	Y	Y	Y	Y	Y	Y	Y
4.	11.11.2023	Y	Y	Y	N	Y	Y	Y	Y
5.	10.02.2024	Y	Y	Y	Y	Y	Y	Y	Y

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:

In compliance with the provisions of the Act and SEBI Listing Regulations, Audit Committee comprises of Mr. Sanjay Shah, Chairman (Non-Executive Independent Director), Mr. Anand Thakkar, Member (NonExecutive Independent Director) and Mr. Pankaj Ruparel (Non-Executive Director). Ms. Khyati Gandhi 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 5 (Five) 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 Thakkar	Mr. Sanjay Shah	Mr. Pankaj Ruparel
1.	29.05.2023	Y	Y	Y
2.	14.08.2023	Y	Y	N
3.	29.08.2023	Y	Y	Y
4.	11.11.2023	Y	Y	Y
5.	10.02.2024	Y	Y	Y

Nomination and Remuneration Committee:

In compliance with the provisions of the Act and SEBI Listing Regulations, Nomination and Remuneration Committee (NRC) 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. Khyati Gandhi 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 3(three) time, details of attendance of members [Yes(Y)/No(N)] at the meetings are as given below:

Sr No.	Date of meeting	Name of Members
		Mr. Pankaj Ruparel	Mrs. Jinal Shah	Mr. Anand Ruparel
1.	29.08.2023	Y	Y	Y
2.	11.11.2023	Y	Y	Y
3.	10.02.2024	Y	Y	Y

Stakeholders Relationship Committee:

In compliance with the provisions of the Act and SEBI Listing Regulations, Stakeholders Relationship Committee (SRC) comprises of Mr. Anand Thakkar, Chairman (Non-Executive Independent Director), Mr. Anand Ruparel, Member (Non-Executive Independent Director) and Mr. Shyam Ruparel, Member (NonExecutive Director). Ms. Khyati Gandhi 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 No.	Date of meeting	Name of Members
		Mr. Anand Thakkar	Mr. Anand Ruparel	Mr. Shyam Ruparel
1.	29.05.2023	Y	Y	N
2.	29.08.2023	Y	Y	Y
3.	11.11.2023	Y	Y	Y
4.	10.02.2024	Y	Y	Y

INDEPENDENT DIRECTOR'S MEETING:

The Meeting of the Independent Directors was held on March 30, 2024 for evaluating the performance of the Non-Independent Directors and Board of Directors as a whole, Chairperson 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.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

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, 2024, is available on Company's website at www.mehtahousing.com.

DIRECTORS' & KEY MANAGERIAL PERSONNEL (KMP):

During the year, following were the Directors and KMP associated with the Company:

Sr. No	DIN / PAN	Name of Director/ Key Managerial Personnel	Appointment / Resignation	Designation	Date of Appointment/ Resignation
1	00077767	Mr. Vishal Ruparel	-	Managing Director	01.04.2021
2	08702317	Mr. Anand Thakkar	-	Independent Director	01.04.2021
3	01369316	Mr. Anand Ruparel	-	Independent Director	01.04.2021

	4	09121956	Mrs. Trupti Ruparel	-	Non- Executive Woman Director	01.04.2021
	5	09700836	Mr. Sanjay Shah	-	Independent Director	13.08.2022
	6	09701166	Mrs. Jinal Shah	-	Independent Director	13.08.2022
	7	00077676	Mr. Pankaj Ruparel	-	Non- Executive Director	13.08.2022
	8	01558313	Mr. Shyam Ruparel	-	Non- Executive Director	13.08.2022
	9	ACYPK3950D	Mr. Ramjibhai Kanjariya	-	Chief Financial Officer (CFO)	01.04.2021
	10	EDGPK7150C	Ms. Kinjal Kothari	Resignation	Company Secretary (CS) and Compliance Officer (CO)	15.10.2023
	11	AMDPG9397H	Ms. Khyati Gandhi	Appointment	Company Secretary (CS) and Compliance Officer (CO)	16.10.2023 (CO) 11.11.2023 (CS)

In accordance with the provisions of Section 152 of the Act, Mr. Shyam 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. Shyam 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.

DIRECTORS' RESPONSIBILITY STATEMENT:

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, 2024, 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 2023-24 and of the loss of the Company for the financial year 2023-24;

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, 2024 on a going concern basis;

e. the Directors' have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f. the Directors' have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at www.mehtahousing.com.

CODE OF CONDUCT:

The Company has adopted a Code of Conduct for all employees including the members of the Board and Senior Management Personnel. All members of the Board and Senior Management Personnel have affirmed compliance with the said Code of Conduct for the financial year 2023-24.

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, there was no Related Party Transaction entered by the Company in terms of Section 188 of the Act.

Hence, the disclosure of related party transactions as required to be made under Section 134(3) (h) of the Act in Form AOC -2 is not applicable.

NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE YOUR COMPANY'S SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year, SAMT Foods Private Limited (Formerly Ruparel Food Specialities Private Limited) have been categorised as an Associate of the 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 salient features of the financial statements of Associate are set out in the prescribed form AOC-1 which is attached to the financial statements. The statement also provides the details of performance and financial position of the Company's Associate.

Further, the Consolidated Accounts of the Company are prepared in compliance with Regulation 34(2) of the Listing Regulations and in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (IND AS) as prescribed under Section 133 of the Companies Act, 2013. The same are annexed to this Report.

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, 2024 is furnished herein below:

Conservation ofEnergy. The Company is yet to initiate production 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: 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 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

During the year under review, the Board had 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 M/s. VCA & Associates, Chartered Accountants (FRN:114414W) was appointed as a Statutory Auditor of the Company to fill the casual vacancy caused by the said resignation, 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 continue being Statutory Auditor 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, 2024, on the financial statements of the Company forms part of the Annual Report.

The Auditors' Report for the financial year ended March 31, 2024, 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 2023-24.

M/s. Dhankot & Co., Chartered Accountants were re-appointed as the Internal Auditor of the Company for the Financial Year 2024-25 in the Board of Directors Meeting held on May 24, 2024, 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 2023-24.

The Secretarial Audit report for Financial Year 2023-24 forms part of this Board Report and annexed as an Annexure- II in Form MR 3.

Further, the Secretarial Auditor have raised certain observation in her report, reply for the same is given below:

• The Company could not submit Consolidated Financial Results for the Quarter ended September 30, 2023 and December 31, 2023, since the said activity was consuming time than expected which ultimately led to non-finalisation of financial results on consolidation basis and accordingly it was decided to submit the same from March 31, 2024 onwards.

• M/s. Gaudani & Associates, Chartered Accountants (FRN.117217W), Statutory Auditor has tendered resignation vide their letter dated May 22, 2023, consequent to which M/s. VCA & Associates, Chartered Accountants (FRN:114414W), who is having requisite eligibility have been appointed effective from August 14, 2023 in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

• Independent Directors namely Mr. Anand Ruparel and Mr. Anand Thakkar were occupied with their work due to which Online Proficiency Self-Assessment test conducted by Indian Institute of Corporate Affairs (IICA) got delayed by few months. However as on date they have cleared the said test.

DETAILS WITH RESPECT TO FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

No matters of actual or alleged fraud have been reported by the Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

COST AUDITORS:

The provisions of Section 148 of the Act are not applicable to the Company and hence the appointment of Cost Auditors is not applicable to the Company.

WHISTLE BLOWER/VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

During the year under review, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries/associate. The Whistle Blower Policy has been posted on the website of the Company at www.mehtahousing.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on the Management Discussion and Analysis for the financial year under review is annexed herewith as an Annexure -III part of this report.

LISTING OF SHARES:

30,82,000 Equity Shares of the Company are listed on BSE Limited. The annual listing fee for the financial year 2023-24 and 2024-25 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.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016:

The said point is not applicable to the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The said point is not applicable to the Company.

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.