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Mehta Integrated Finance

BSE: 511377|ISIN: INE240B01012|SECTOR: Finance - Investments
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Directors Report Year End : Aug '14    Aug 13
Dear Members,
 
 The Directors have pleasure in presenting 30th Annual Report of the
 Company along with Audited Accounts for the year ended 31st August,
 2014.
 
 * FINANCIAL RESULTS:
 
 The Financial Results of the Company for the year ended on 31st August
 2014, as compared to the previous year are summarized below: -
 
                                                   (Rs. In Lacs)
 
                                      31/08/2014      31/08/2013
 
 Total Income                              85.43           81.97
 
 Profit/(Loss) before Taxation             47.65           41.37
 
 Less: Depreciation                         1.68           02.26
 
 Profit/Loss before Taxation               45.97           38.34
 
 Provision for Income Tax                   0.00           00.00
 
 Net Profit/Loss After Tax                 45.97           38.34
 
 Transfer to General Reserve               45.97           38.34
 
 Proposed Dividend                         00.00           00.00
 
 The total net income of the Company during the year was Rs. 85.43 lacs
 against Rs. 81.97 lacs in the previous financial year. The total
 expenditure during the year was Rs 39.46 lacs against Rs.43.62 lacs in
 the previous year. The Profit/Loss after tax for the year under review
 at Rs. 45.97 lacs was likewise higher than that of the previous year of
 Rs.38.34 lacs. The Directors trust that the shareholders will find the
 performance of the company for financial year 2013-14 to be
 satisfactory. The Earning Per Share (EPS) of the company is 0.92 per
 share.
 
 However, with a view to plough back the profits and to cater the
 growing need of funds for business operations, your Board of Directors
 have decided not to recommend a dividend on Equity Share for the year
 under review.
 
 * BUSINESS OPERATIONS AND FUTURE OUTLOOK:
 
 The company is a registered category I merchant banker since 1992 and
 is essentially concentrating on advisory and consultancy assignments in
 capital markets, business reorganization, investments, fund raising and
 corporate restructuring. The company is investing its surplus 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.
 
 * DIRECTOR:
 
 Mrs. Indira V. Mehta (DIN- 01591095), Director of the Company retires
 from office by rotation in accordance with the requirement of the
 Companies Act, 2013 and being eligible, offers herself for
 reappointment.
 
 * PARTICULARS OF CONSERVATION OF ENERGY ETC.:
 
 The company has no manufacturing activities relating to Conservation of
 Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
 during the year under review.
 
 * APPOINTMENT OF INDEPENDENT DIRECTOR:
 
 In line with the requirements of Clause 49 of the Listing Agreement
 entered into with the Stock Exchange, the Company had appointed Mr.
 Chetan Vora as Independent Director of the Company.  As per section
 149(4) of the Companies Act, 2013, every listed public company is
 required to have atleast one-third of total number of Directors as
 Independent Directors. Such Directors will be appointed for a fixed
 term of upto 5 (five) years and will not be liable to retire by
 rotation. In order to meet this requirements, the Director is appointed
 as an Independent Director for a fixed tenure as mentioned in the
 notice of forthcoming Annual General Meeting (AGM) of the Company.
 
 The company has received a declaration confirming that they meet with
 the criteria of Independence from the Independent Director as
 prescribed under section 149(6) of Companies Act, 2013.
 
 * RELATED PARTY TRANSACTIONS:
 
 The company has given loans, guarantees and made investments as
 authorized and prescribed under law u/s 186 as well section 188 of
 Companies Act, 2013, the approval for which has been mentioned in the
 notice of the forthcoming Annual General Meeting (AGM) and the
 disclosure of which has been made in the Notice of the forthcoming
 Annual General Meeting and notes to Financial Statements as per
 Accounting Standard- 18.
 
 * AUDITORS:
 
 M/s. Dinesh K. Shah & Co. Chartered Accountants, hold office till the
 conclusion of ensuring Annual General Meeting and having received the
 required certificate u/s 141(3)(g) of the Companies Act, 2013 are
 eligible for reappointment. Board recommends the reappointment and
 requests the members to fix their remuneration.  The notes on financial
 statement referred to in the auditors report are self explanatory and
 do not call for any further explanation/comment from the board.
 
 * SECRETARIAL AUDIT REPORT:
 
 In accordance with section 204 of Companies Act, 2013 the company has
 obtained a report from a secretary in Whole Time Practice and the same
 is appended herewith.
 
 * PUBLIC DEPOSITS:
 
 The company does not take any deposit from public. There was no
 Deposits unclaimed or unpaid by the Company after the date on which it
 has become due for payment or renewal on 31st August 2014.
 
 * CORPORATE SOCIAL RESPONSIBILITY:
 
 The company considers CSR as part of its activity and believes that it
 is imperative for the growth of the country and company.
 
 * REPORTING ON SUSTAINABILITY:
 
 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.
 
 * DEMATERIALISATION OF SHARES:
 
 To provide best services to the shareholders and investors, company''s
 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)
 Limited (CDSL).
 
 * DIRECTORS RESPONSIBILITY STATEMENT:
 
 The Board of Directors hereby confirms:-
 
 a) That in preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures.
 
 b) That 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 ended on 31st August,
 2014 and of the Profit of the Company for that year.
 
 c) That the Directors had taken proper and sufficient care for
 maintenance of adequate accounting records for the year ended 31st
 August, 2014 in accordance with the provisions of the Companies Act,
 2013 for safeguarding the assets of the company, and for prevention and
 detection of fraud and other irregularities.
 
 d) That the directors have prepared the annual accounts on an ongoing
 concern basis.
 
 e) That the Directors had laid down internal financial controls to be
 followed by the company and such internal financial controls are
 adequate and were operating effectively.
 
 f) That 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.
 
 * LISTING:
 
 The equity shares of the company are listed on Mumbai Stock Exchange
 (BSE code: 511377). The company is generally regular in payment of
 Annual Listing Fees. The company has paid listing fees for the year
 2014-2015 to Bombay Stock Exchange.
 
 * CORPORATE GOVERNANCE:
 
 A detailed section on the code of Corporate Governance forms part of
 the Annual Report.
 
 Requisite Certificate from the Auditor of the Company regarding
 compliance of Corporate Governance as stipulated under clause 49 of the
 Listing Agreement is annexed to the report of Corporate Governance.
 
 * ECONOMIC REVIEW:
 
 The global gross domestic product (GDP) in the year 2014 grew is tepid
 and is likely to be moderate in terms of the international events.
 However, India is better placed. This momentum is expected to be
 maintained in the coming year with the new government and pro-growth
 policies.
 
 INDIAN GDP GROWTH
 
 India''s GDP growth has been under significant pressure over the last
 two years. As per central statistical office (CSOs) provisional
 estimates, India''s GDP has grown at 4.7% in FY14 as against 4.5% growth
 in FY13. The domestic concerns of the log jam in the infrastructure
 sector, slack capital investment cycle, slowdown in economic activities
 and high inflation continued to linger in FY14.This is likely to
 improve with the new pro-growth government. Inflation continued to
 haunt in FY14 with consumer price index (CPI) inflation showing an
 upward trend.
 
 * INDUSTRY STRUCTURE AND DEVELOPMENT:
 
 The company is operating in a regulated environment which is subject to
 regulations by the ministry of finance and SEBI. The company is
 conducting its activities with due diligence, rules and regulations and
 under the control of the regulatory authority appointed by the Govt.
 The changes in policies, economic conditions, fluctuation in
 currencies, commodities and such factors effects to the company''s
 activity and operations. The regulatory requirements are substantial,
 cumbersome and un-surmountable for SMEs which impedes growth and
 development in capital market and business.
 
 * OPPORTUNITIES AND THREATS:
 
 The company had initiated recovery proceedings against its past dues.
 There is huge delay in recovering the dues from them due to slow and
 pro-defendant legal system. However the company has implemented the
 action plan for speedy recovery of dues from its defaulters. The
 company does not have powers like Bank. The Indian financial markets
 are stable and the company is sure to get benefits of the overall
 economic growth environment.
 
 * SEGMENT WISE PERFORMANCE:
 
 The company operated in two major segments of consulting and
 investments. The capital raising activity is dry. The recovery
 proceedings are on. The capital market consulting activity showed slow
 pace and the investments have fared better.
 
 * RECENT TREND AND FUTURE OUTLOOK:
 
 In recent years Indian economy under the new government has gathered
 strong momentum. The company is optimistic about the recovery of Indian
 economy and the capital market.
 
 * RISKS AND CONCERNS:
 
 The company has taken suitable steps to overcome the risks of the
 market and the economy as capital markets are uncertain to predict for
 medium to long term.
 
 * INTERNAL CONTROL SYSTEMS AND THETR ADEQUACY:
 
 The company has implemented proper system for safeguarding the
 operations/business of the company, through which the assets are
 verified and frauds, errors are reduced and accounts, information
 connected to it are maintained such, so as to timely completion of the
 statements.
 
 The Company has adequate systems of Internal Controls commensurate with
 its size and operations to ensure orderly and efficient conduct of
 business. These controls ensure safeguarding of assets, reduction and
 detection of fraud and error, adequacy and completeness of the
 accounting records and timely preparation of reliable financial
 information. The company has internal audit and verification at regular
 intervals.
 
 * MATERIAL DEVELOPMENTS IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS
 FRONT:
 
 Your Company has undertaken employee''s development initiatives, which
 have very positive impact on the morale and team spirit of the
 employees. The company has continued to give special attention to human
 resources and overall development.
 
 * CAUTIONARY STATEMENT:
 
 Statement in this management discussion and analysis report, describing
 the company''s objectives, estimates and expectations may constitute
 forward looking statements within the meaning of applicable laws or
 regulations. Actual results may differ materially from those either
 expressed or implied.
 
 * ACKNOWLEDGEMENT:
 
 Your 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
 Company''s 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.
 
                                        On behalf of Board of Directors:
 
 Place: Ahmedabad                       Indira V. Mehta
 Date: 11th December, 2014              Director
Source : Dion Global Solutions Limited
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