Mehta Securities Ltd Directors Report

PERFORMANCE HIGHLIGHTS:

The total loss of the Company incurred during the financial year, which commenced on 1^st April, 2023 and ended on 31^st March, 2024 was Rs. 14.82 lacs against Rs. 10.57 lacs profit earned in the previous financial year which commenced on 1^st April, 2022 and ended on 31^st March, 2023. The total expenditure incurred increased substantially during the current financial year was Rs. 40.93 lacs as against Rs. 28.58 lacs incurred in the previous financial year. The Loss after tax for the year under review was Rs. 14.82 lacs as against profit of Rs. 10.57 Lacs earned during the previous financial year. The performance of the Company for financial year 2023-24 was not satisfactory on account of decrease in other income and increase of operating and administrative expenses. Hence the Earning Per Share (EPS) of the Company is Rs. (0.48) per share.

BUSINESS OPERATIONS AND FUTURE OUTLOOK:

The Company is essentially concentrating on broking activities, advisory and consultancy assignments in capital markets. The Company is investing its funds in the capital market and other financial instruments in view of the long term prospects of the Indian Economy and the Company is confident that it would be able to take advantage of emerging opportunities in the coming years.

DIVIDEND:

In view of losses incurred in the current year and low profit in the earlier years, in order to strengthen the capital base of the Company, your Directors have decided not to recommend any dividend on Equity Shares for the year under review.

AMOUNTS TO BE CARRIED TO ANY RESERVES:

In view of loss in the current year as well as in the earlier years, in order to meet any contingencies in the coming years, your directors have proposed not to transfer any amounts from Profit & Loss account to reserves of the Company.

FINANCE

During the year under review, the Company has not made any borrowings from banks or any financial institutions or other parties.

CHANGE IN SHARE CAPITAL OF THE COMPANY

The Authorized Share capital of the Company as at 31^st March, 2024 stood at Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lacs only) and paid-up capital stood at Rs. 3,08,94,000/- (Rupees Three Crore Eight Lacs Ninety Four Thousands only). During the year there is no change in capital structure of the Company.

CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS:

There has been no material change and commitments affecting the financial performance of the Company which occurred between the end of financial year of the Company and the date of this report affecting the financial position of the Company as at 31^st March, 2024.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

Your Company does not have any subsidiaries, Joint Ventures and Associate Companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mrs. Bhavna D. Mehta (DIN 01590958), Chairperson of the Company retires by rotation at the ensuing 30^th Annual General Meeting and being eligible offers herself for reappointment. The Board recommends her reappointment.

Confirmation of Appointment/Retirement :

CONFIRMATION OF APPOINTMENT:

Brief details of Directors proposed to be appointed as required under Companies Act, 2013 or any other laws, rules and regulation as updated from time to time are provided in the Notice of 30^thAnnual General Meeting forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As Company does not fall under the criteria specified in Section 135(1) of Companies Act, 2013, hence during the year under review the disclosure required under Section 134 (3) (o) of the Act is not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Your Company is not involved in carrying out any manufacturing activity. The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is therefore, not required to be furnished.

RELATED PARTY TRANSACTIONS:

Your Company had not entered into any contract or arrangement with related parties, which is not at arms length basis in terms of Section 188(1) of the Companies Act, 2013. The disclosure of related party transactions as required to be made under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is therefore, not applicable. Transactions with related parties, as per requirements of Accounting Standard 18 are disclosed in the notes to accounts annexed to the financial statements.

AUDITORS & AUDITORS REPORT:

M/s. Asim Ravindra & Associates, Chartered Accountants (FRN:118775W), Ahmedabad were appointed under the provisions of Section 139,141 and 142 of the Companies Act, 2013 read with the rules, circulars and notifications thereto to hold office as Statutory Auditors of the Company for the consecutive period of five years term commencing from the conclusion of the 28^th Annual General Meeting of the Company till the conclusion of the 33^rd Annual General Meeting for the Financial year 2026-27 to be held in the calendar year 2027 at the remuneration as fixed between the Board of directors and the Statutory Auditors of the Company. The Company has received a declaration from the Statutory Auditors that they are eligible to be appointed as the Statutory Auditors of the Company from the conclusion of the ensuing 30^th Annual General Meeting till the conclusion of the next 31^st Annual General Meeting of the Company for the Financial year 2024-25 that they are not disqualified under Section 140 and 141 of the Companies Act, 2013.The Board recommend to the members to approve the Statutory Auditors Independent Audit Report on the financial Statements along with the notes on the accounts for the Financial year ended on 31st March, 2024 at this 30^th Annual General Meeting.

AUDIT QUALIFICATION:

The notes on financial statement referred to in the auditors report does not contain any qualification, reservation or adverse remarks and are self-explanatory and do not call for any further explanation/comment from the board.

ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013, the Extract of Annual Return in the form of MGT-7(Draft) is uploaded on the website of the Company www.mehtasecurities.com

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company had appointed Mr. Rohit Bajpai, Practicing Company Secretary (CP No. 6559) as Secretarial Auditors to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2023-24 is annexed, which forms part of this report as Annexure-B. The secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company had appointed Mr. Rohit Bajpai, Practicing Company Secretary (CP No. 6559) as Secretarial Auditors to undertake the Secretarial Audit of the Company for the financial year 2024-25.

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 31^st March, 2024.

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.

BOARD MEETINGS:

The Board of Directors met 6 (Six) times during the Financial Year 2023-24 are given here below :

The Composition of the board and details of attendance of the members at the board meetings during the Financial Year 2023-24 are given here below:

The Board of Directors of the Company reconstituted on retirement of two independent directors on 30.03.2024 and inclusion of new two independent directors w.e.f. 01.04.2024.

AUDIT COMMITTEE MEETINGS:

During the year under review, Audit Committee met 6 (Six) times on the dates as follows:

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

The Audit Committee is duly constituted in accordance with the requirements of Companies Act, 2013 and SEBI (LODR) 2015. The Company Secretary of the Company is the Secretary for the Audit Committee of the Board. The Audit Committee of the Board reconstituted on retirement of two members on 31.03.2024 and inclusion of new two independent directors as members w.e.f. 01.04.2024.

NOMINATION AND REMUNERATION COMMITTEE MEETINGS:

There were appointments and resignations of Directors/KMP during the financial year 23-24 under review, and during the financial year 23-24 Nomination and Remuneration Committee met 2(Two) times on the following dates to appoint directors/KMPs and to review the performance evaluation of the directors and independent directors and chairman of the Company as follows:

During the year under review, Nomination & Remuneration Committee met 2 (Two) times on the dates as follows:

The Composition of the Nomination & Remuneration Committee and details of attendance of the members at the committee meetings during the financial year 2023-24 year are given below:

The Nomination & Remuneration Committee is duly constituted in accordance with the requirements of Companies Act, 2013 and SEBI (LODR) 2015. The Company Secretary of the Company is the Secretary for the Nomination & Remuneration Committee of the Board. The Nomination & Remuneration Committee of the Board reconstituted on retirement of two members on 31.03.2024 and inclusion of new two independent directors w.e.f. 01.04.2024.

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS:

During the year the Stakeholders Relationship Committee met 5 (Five) times on the dates as follows during the financial year 2023-24. :

The composition of the Stakeholders Relationship Committee and details of meetings attended by the members during the Financial Year 2023-24 are given below:

The Stakeholders Relationship Committee is duly constituted in accordance with the requirements of Companies Act, 2013 and SEBI (LODR) 2015. The Company Secretary of the Company is the Secretary for Stakeholders Relationship Committee of the Board. The Stakeholders Relationship Committee of the Board reconstituted on retirement of two members on 31.03.2024 and inclusion of new two members as independent directors w.e.f. 01.04.2024.

INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on 25.01.2024 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD EVALUATION:

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairperson of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

SECRETARIAL STANDARDS

The Directors states that applicable Secretarial Standards, i.e. SS-1 & SS-2 have been duly followed by the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no application made or proceedings pending under Insolvency and Bankruptcy Code, 2016 during the period under review.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys policy on Directors appointment and remuneration and other matters provided in section 178(3) of the Companies Act, 2013 is available on the website of the Company at www.mehtasecurities.com.

VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, a Vigil Mechanism has been established for Directors and employees to report to the management, instances of unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy. The said policy is uploaded on the website of the Company at www.mehtasecurities.com.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of Internal Financial Control and their adequacy are included in the Management Discussion & Analysis Report, which form part of this report

RISK MANAGEMENT:

The Company is not statutorily required to form Risk Management Committee. However, the Audit Committee of the Company evaluates the risk management system regularly.

COMMITTEES OF BOARD:

Details of various Committees constituted by the Board of Directors and changes during the year under review as per the provisions of applicable Sections and Provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given elsewhere in this report. Mr. Manish Amin and Mr. Ramniklal D. Sojitra were retirend on 31.03.2024 and in their place Mr. Shrikant S. Kolhar and Mr. Sarvadaman R. Bhat were appointed on 01.04.2024 thereby reconstituting the three committees of the Board with effect from 01.04.2024 at the Board meeting held on 30.03.2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:

During the year under review, your Company has not made any Loans and Advances in the nature of Loans to Subsidiaries or to Firms/Companies in which directors are interested. Hence disclosure pursuant to Regulation 34(3) read with part A of Schedule V of the Listing Regulation is not required. It also has not given any Guarantees or made Investments in excess of the limits within the meaning of Section 186 of the Companies Act, 2013.

STATEMENT ON DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year.

DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits within the meaning of the provisions of Chapter V – Acceptance of Deposits by Companies read with rules thereto.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and the Companys future operations.

DEMATERIALISATION OF SHARES:

To provide best services to the shareholders and investors, Companys equity shares are made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Service Limited (CDSL).

SEBI has recently mandated furnishing of Permanent Account Number (PAN), KYC details (i.e. Postal Address with pin code, email address, mobile number, bank account details) and nomination details by holders of securities. Effective from January 01, 2022, any service requests or complaints received from the Member will not be processed by RTA till the aforesaid details/documents are provided to RTA. On or after April 01, 2023, in case any of the above cited documents/details are not available in the Folio(s), RTA shall be constrained to freeze such Folio(s). SEBI vide its circular dated 17.11.2023 reference to term "freezing"/"frozen" has been delated and referral of folios by the RTA / Listed Company to the administering authority under the Benami Transactions Prohibitions)Act, 1988 and/or Prevention Money Laundering Act, 202 have been done away with.

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:

PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as

Annexure D.

PARTICULARS OF EMPLOYEE IN TERMS OF SUB-SECTION 12 OF SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

There was no employee of the Company employed throughout the financial year with salary above Rupees One Crore Two Lacs per annum or employed in part of the financial year with an average salary above Rupees Eight Lacs Fifty thousand per month.

Further, there is no employee employed throughout the financial year or part thereof, was in receipt of remuneration in aggregate, in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two per cent (2 per cent) of the equity shares of the Company.

CORPORATE GOVERNANCE:

The new Listing Regulations has provided exemption under regulation 15(2)(a) from applicability of Corporate Governance provisions as specified in regulations 17 [17A], 18, 19, 20, 21, 22, 23, 24 [24A], 25, 26, 27 and clause (b) to (i) [and (t) ] of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V in respect of listed entities having paid-up Equity share Capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore as on the last day of the previous financial year 2023-24.

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

The Company therefore is not required to make disclosures in Corporate Governance Report as specified in Para C of Schedule V to the Listing Regulations.

However, pursuant to Regulation 15(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, notwithstanding sub-regulation (2) of regulation 15, the provisions of Companies Act, 2013 shall continue to apply, wherever applicable.

The certificates required under Schedule V (E) of the Listing Regulations, regarding compliance of conditions of Corporate Governance is annexed to this report as Annexure-E.

CERTIFICATE FROM PRACTICING COMPANY SECRETARY REGARDING NON-DEBARMENT AND NON-DISQUALIFICATION OF DIRECTORS:

The Company has obtained a certificate from CS Rohit Bajpai, Practicing Company Secretary confirming that none of the Directors on the board of the Company have been debarred or disqualified from being appointed or continuing as director of the Company by the Securities and Exchange Board of India and Ministry of Corporate Affairs or any such authority. The said certificate is annexed as -Annexure-F and forms part of this Annual Report.

DEMAT SUSPENSE ACCOUNT:

There are no shares in Demat Suspense/Unclaimed Suspense Account.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

No complaint has been brought to the notice of the Management during the year ended 31^st March, 2024.

FINANCIAL YEAR ALIGNED WITH THE REQUIREMENTS OF COMPANIES ACT, 2013

The Company has aligned the period of financial year to commence from 1^st April and end on 31^stMarch 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.