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Directors Report of Monarch Networth Capital Ltd.

Mar 31, 2016

DIRECTORS’ REPORT

To

The Members,

Monarch Net worth Capital Limited

The Directors present the 23rd Annual Report together with Financial Statements of the Company for the financial year ended 31st March 2016. FINANCIAL HIGHLIGHTS:

The financial performance of the Company is summarized below:

(Rs.in Lakhs)

Particulars

Year ended 31st March, 2016

Year ended 31st March, 2015

Total Revenue (net)

4553.64

5340.32

Profit before Finance Cost, Depreciation & Amortization expenses and Tax

736.82

1327.82

Finance Cost

598.28

555.30

Depreciation and Amortization expenses

180.35

331.15

Profit/(Loss) before exceptional items and tax

(41.81)

441.36

Add: Exceptional/Extraordinary Items and Prior Period Adjustments

(7.57)

(2.44)

Profit/(Loss) before tax

(49.38)

443.81

Less: Provision for tax

(96.99)

158.50

Profit / (Loss) after tax

47.61

285.31

FINANCIAL PERFORMANCE:

The total income of the Company for the year under review stood at Rs. 4553.64 Lakhs (previous year Rs. 5340.32 Lakhs). During the year the Company earned net profit of Rs. 47.61 Lakhs (previous year profit of Rs. 285.31 Lakhs).

SHARE CAPITAL:

There was no change in Share Capital of the Company during the Financial Year 2015-16.

DIVIDEND:

In order to conserve the resources for future business requirements, your Directors do not recommend dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

LISTING AGREEMENT:

The Securities and Exchange Board of India (SEBI) on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from December 1, 2015. Accordingly, all listed entities were required to entire into the Listing Agreement within six months from the effective date The company entered into the Listing Agreement with Bombay Stock Exchange Limited on 12th February, 2016.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure - 1.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Manju Bafna, Whole-Time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

Mr. Vaibhav Shah, whose term as Managing Director was valid till 30th November, 2015, was re- appointed as an Managing Director of the Company for a period of 3 (Three) Years with effect from 01st December, 2015 to 30th November, 2018 subject to the approval of shareholders in the ensuing General Meeting and being eligible offers himself for re-appointment.

Your Board recommends their appointment / re-appointment of the above Directors.

During the year under review, the following changes had taken place in the Board of Directors of the Company:

Sr. No.

Name

Designation

Date of Appointment (During the year)

Date of Resignation

1.

Mr. Suresh P. Jain

Chairman cum director

NA

12th February, 2016

2.

Mr. Vaibhav Shah

*Chairman cum Managing Director

*Managing Director- w.e.f. 01st December,

2015 & Chairman w.e.f. 12th February,

2016

NA

Additional Information on directors recommended for appointment/re-appointment as required under Regulation 26 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 at ensuing Annual General Meeting are given in the Notice convening 23rd Annual General Meeting.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company and business strategies. The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board are held in the registered office of the Company. The agenda of the Board / Committee meetings is circulated 7 days prior to the date of the meeting.

The Board met 14 (fourteen) times during the year, the details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

i. Board dynamics and relationships

ii. Information flows

iii. Decision-making

iv. Relationship with stakeholders

v. Company performance and strategy

vi. Tracking Board and committee''s effectiveness

vii. Peer evaluation

Pursuant to the provisions of the Companies Act, 2013 a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the nomination and remuneration committee to lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committees of the Company. The Board has devised questionnaire to evaluate the performances of each of executive, non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Ability to contribute to and monitor our corporate governance practices

DECLARARTION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company under sub-section (7) of Section 149 of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance and forms part of this Annual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition of the Audit Committee is given in Report on Corporate Governance, which is annexed to this report.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company''s internal control and financial reporting process.

WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instance of fraud and mismanagement, if any. The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil mechanism Policy is explained in the report of Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2015-2016, no employee or director was denied access to the Audit Committee.

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient features of the Remuneration Policy are stated in the Report on Corporate Governance which forms part of this Annual Report.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyze and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act, 2013 and according to the information and explanations received by the Board, your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 and of the profit of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

SUBSIDIARIES AND ASSOCIATE COMPANIES:

The Company has 5 (five) Subsidiary Companies. During the year, the Board of Directors (‘the Board''), reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure II to the Board''s report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

The Company does not have any Joint Venture.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the Company''s website www.mnclgroup. com. These documents will also be available for inspection at the registered office of the Company and of the subsidiary companies during business hours on all working days and during the Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 forms part of Notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Policy Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party Transactions, entered during the year by your Company as per Section 188 of the Companies Act, 2013 which require approval of the member. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company''s operations in future.

CORPORATE SOCIAL RESPONSIBILITY:

Due to insufficient profits, Corporate Social Responsibility is not applicable to the Company.

STATUTORY AUDITORS:

At the 22nd Annual General Meeting of the Company held on 30th September, 2015, M/s. Parekh Shah and Lodha, Chartered Accountants, Mumbai (having FRN: 107487W), were appointed as Statutory Auditors of the Company to hold office up to the conclusion of 26th Annual General Meeting. In terms of Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting of the Company. Accordingly, the appointment of M/s. Parekh Shah and Lodha, Chartered Accountants, Mumbai (having FRN: 107487W), as Statutory Auditors of the Company, is placed for ratification by the shareholders and to fix remuneration for the financial year ending 31st March, 2017.

The Auditor''s Report for the year ended 31st March, 2016 does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with Financial Statements in this Annual Report.

INTERNAL AUDITOR:

The Company has re-appointed M/s. Nautam Vakil & Co., Chartered Accountants, Ahmadabad as its Internal Auditor. The Internal Auditor has given his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls.

INTERNAL FINANCIAL CONTROL:

The Board has adopted policies and procedures for efficient conduct of business. The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. VKM & Associates, Practicing Company Secretaries, Mumbai is provided in Annexure III and forms part of this Annual report.

Secretarial Auditor’s Remarks:

With respect to the Remark(s)/Observations or disclaimer made by the Secretarial Auditors in their Report, we hereby state that the charges appearing on the MCA''s Website with respect to loan taken from HDFC Bank Limited, State Bank of Saurashtra and Corporation Bank have already been satisfied by the Company. However, the company is in process of obtaining the requisite letter from bank for satisfaction.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees for the year 2016-2017 to the said Stock Exchange.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Corporate Governance is about maximizing shareholders value legally, ethically and sustainability. At Monarch Net worth, the goal of Corporate Governance is to ensure fairness for every stakeholder. We believe Corporate Governance is critical to enhance and retain investor trust. Our Board exercises its judiciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

The following have been made a part of the Annual Report:

- Management Discussion and Analysis

- Report on Corporate Governance

- Certificate regarding compliance of conditions of Corporate Governance.

- Certificate regarding CEO/CFO Certification in terms of the Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. There was no complaint on sexual harassment during the year under review.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio of remuneration of each Director to the median employee''s remuneration are appended to this report as Annexure IV.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies act, 2013 read with Rule 8 of the Companies (accounts) rules, 2014, details regarding the

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import substitution- Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are as follows:

(Figures in '')

Particulars

Year ended 31st March, 2016

Year ended 31st March, 2015

Foreign exchange earning

10,841

Nil

Foreign exchange Outgo

Nil

Nil

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and deep appreciation for the continued support and co-operation received by the Company from the shareholders, company''s clients, suppliers, bankers and employees and look forward for their continued support in the future as well.

For and on behalf of the Board of Directors

Place: Mumbai Vaibhav Shah Manju Bafna

Date: 03rd September, 2016 Chairman cum Managing Director Whole-Time Director


Mar 31, 2015

Dear Members,

The Directors present the 22nd Annual Report together with Financial Statements of the Company for the financial year ended 31st March 2015. FINANCIAL HIGHLIGHTS: ( Rs. in Lacs)

Particulars Year ended 31st Year ended 31st March 2015 March 2014

Total Revenue (net) 5340. 32 3663.73

Profit before Finance Cost, Depreciation & 1327.82 845.25

Amortization expenses and Tax

Finance Cost 555.30 565.43

Depreciation and Amortization expenses 331.15 304.66

Profit/(Loss) before exceptional items and tax 441.36 (24.84)

Add: Exceptional/Extraordinary Items and Prior Period Adjustments (2.44) (180.02)

Profit/(Loss) before tax 443.81 (204.85)

Less: Provision for tax 158.50 (138.36)

Profit / (Loss) after tax 285.31 (66.49)

FINANCIAL PERFORMANCE:

The total income of the Company for the year under review stood at ' 5340.32 Lacs (previous year Rs. 3663.73 Lacs). During the year the Company earned net profit of Rs. 285.31 Lacs (previous year loss of Rs. 66.49 Lacs).

LISTING OF SHARES:

The Board of Directors at its meeting held on 27th October, 2014 allotted 1,90,80,000 equity shares of Rs. 10/- each, pursuant to the sanction of Scheme of Amalgamation of Monarch Research and Brokerage Private Limited (MRBPL) and Monarch Projects and Finmarkets Limited (MPFL) with the Company by the Hon'ble High Court of Gujarat and Hon'ble High Court of Judicature at Bombay. The shares are in process of listing on Stock Exchange.

DIVIDEND:

In order to conserve the resources for future business requirements, your Directors do not recommend dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure - I

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Vaibhav Shah, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board of Directors of the Company appointed Mrs. Manju Bafna as an Additional (Executive) Director and Mr. Chetan Bohra as an Additional (Independent) Director of the Company for a period of three years and five years respectively w.e.f. 13th February, 2015, subject to approval of shareholders at the ensuing Annual General Meeting. The Company has received a notice along with requisite deposit from each of them under Section 160 of Companies Act, 2013 proposing their candidature for the office of Director of the Company.

Your Board recommends their appointment / re-appointment of the above Directors.

During the year under review, the following changes had taken place in the Board of Directors of the Company:

Sr. Name Designation Date of Appointment No. (During the year)

1. Mr. Vaibhav Shah Managing 1st December, 2014 Director

2. Mr. Mayukh Pandya Independent 1st December, 2014 Director

3. Mr. Shailesh Desai Independent 1st December, 2014 Director

4. Mrs. Manju Bafna Executive 13th February, 2015 Director

5. Mr. Chetan Bohra Independent 13th February, 2015 Director

6. Mr. Randhir Singh Executive 23rd June, 2014 Sisodiya Director

7. Mr. Praveen Toshniwal Independent NA Director

8. Mr. Sanjay Motta Independent NA Director

9. Mr. Mohit Agrawal Independent NA Director

10. Mr. Manish Ajmera Executive & CFO NA Director

Sr. Name Date of Resignation No.

1. Mr. Vaibhav Shah NA

2. Mr. Mayukh Pandya NA

3. Mr. Shailesh Desai NA

4. Mrs. Manju Bafna NA

5. Mr. Chetan Bohra NA

6. Mr. Randhir Singh w.e.f. closing hours of 1st December, Sisodiya 2014

7. Mr. Praveen Toshniwal w.e.f. closing hours of 1st December, 2014

8. Mr. Sanjay Motta w.e.f. closing hours of 1st December, 2014

9. Mr. Mohit Agrawal w.e.f. closing hours of 1st December, 2014

10. Mr. Manish Ajmera w.e.f. closing hours of 23rd June, 2014

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchange.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange are given in the Notice convening 22nd Annual General Meeting.

In accordance with the provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ashok Bafna was appointed as Chief Financial Officer of the Company w.e.f. 13th February, 2015.

During the year under review, Ms. Dipti Vira resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 10th January, 2015. In accordance with the provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Sophia Jain was appointed as Company Secretary & Compliance Officer w.e.f. 27th January, 2015.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company and business strategies. The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board are held in the registered office of the Company. The agenda of the Board / Committee meetings is circulated 7 (Seven) days prior to the date of the meeting.

The Board met 11 (eleven) times during the year, the details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the perfor- mance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Committe, Nomination & Remuneration commities and Stakeholders Relationship Committees of the Company. The Board has devised question- naire to evaluate the performances of each of executive, non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Ability to contribute to and monitor our corporate governance practices

COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance and forms part of this Annual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The composition of the Audit Committee is given in Report on Corporate Governance as required under Clause 49 of the Listing Agreement, which is annexed to this report.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process.

WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instance of fraud and mismanagement, if any The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil mechanism Policy is explained in the report of Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient features of the Remuneration Policy are stated in the Report on Corporate Governance which forms part of this Annual Report.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act, 2013 and according to the information and explanations received by the Board, your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 and of the profit of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were ad- equate and operating effectively.

SUBSIDIARIES AND ASSOCIATE COMPANIES:

The Company has 5 (five) Subsidiary Companies. During the year, the Board of Directors (‘the Board'), reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure II to the Board’s report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

The Company does not have any Joint Venture. During the year under review, Monarch Insurance Broking Private Limited, subsidiary of erstwhile Monarch Project and Finmarkets Limited has become subsidiary of the Company pursuant to sanction of Scheme of Amalgamation. Further, during the year under review, Networth Softtech Limited (NSL) has become associate company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the Company's website www.networthdirect.com. These documents will also be available for inspection at the registered office of the Company and of the subsidiary companies during business hours on all working days and during the Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 and information required under clause 32 of Listing Agreement form part of Notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the year were in the Ordinary Course of Business and on Arm's Length basis. No Material Related Party Transactions, entered during the year by your Company as per Section 188 of the Companies Act, 2013 which require approval of the member. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company’s operations in future.

STATUTORY AUDITORS:

M/s. Yogesh Thakker & Co., Chartered Accountants, Mumbai (Firm Regn. No. 111763W), submitted their resignation as Statutory Auditors of the Company on 26th June 2015. To fill the casual vacancy, the Board at its meeting held on 18th July, 2015 approved the appointment of M/s. Parekh Shah and Lodha, Chartered Accountants (Firm Regn. No. 107487W) as Statutory Auditors, subject to the approval of shareholders at the ensuing Annual General Meeting. M/s. Parekh Shah and Lodha has confirmed their eligibility and willingness to act as Statutory Auditors, if appointed, and the necessary certificate pursuant to Section 139(1) of the Companies Act, 2013 and rules made thereunder has been received from them.

Pursuant to Section 139(8) of the Companies Act, 2013, M/s. Parekh Shah and Lodha shall hold office till the conclusion of the ensuing Annual General Meeting.

In terms of the provisions of the Companies Act, 2013, any appointment of the Statutory Auditors in the casual vacancy arising as a result of resignation of an auditor, has to be approved by the Company at a general meeting within 3 months from the date of recommendation of the Board of Directors of the Company and the said office shall be held till the conclusion of the next Annual General Meeting. Hence, the Board of Directors proposes/recommends the appointment of M/s. Parekh Shah and Lodha, Chartered Accountants, as the Statutory Auditors of the Company to hold office till the conclusion of ensuing Meeting, subject to the approval of the members.

In furtherance, it is hereby recommended to appoint M/s. Parekh Shah and Lodha, Chartered Accountants, Mumbai to hold office from the conclusion of 22nd Annual General Meeting till the conclusion of 26th Annual General Meeting to be held for the financial year ending 31st March, 2019 and to audit financial accounts of the Company for the financial years from 2015-16 to 2018-19.

AUDITORS’ REMARKS:

With respect to remark/ Observations or disclaimer made by the Auditors in their Report, we hereby state as under:

1. In connection to point no. 7 of Standalone and Consolidated Financial Statements for tax liability- There has been change in final tax liability in comparison to the provision made for income tax, but erroneously the benefit of carried forward losses or unabsorbed depreciation (whichever is less) on account of Amalgamation was not considered while finalizing the Accounts.

2. In connection point no. 9 and 10 related to Emphasis of Matter in Consolidated Financial Statements regarding going concern status and audit of the subsidiary and associate companies- The same are self explanatory

INTERNAL AUDITOR:

The Company has re- appointed M/s. Nautam Vakil & Co., Chartered Accountants, Ahmedabad as its Internal Auditor. The Internal Auditor has given his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls.

INTERNAL FINANCIAL CONTROL:

The Board has adopted policies and procedures for efficient conduct of business. The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Manish Ghia & Associates, Practising Company Secretaries, Mumbai is provided in Annexure III and forms part of this Annual report.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees for the year 2015-16 to the said Stock Exchange.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the BSE Limited, the following have been made a part of the Annual Report:

• Management Discussion and Analysis

• Report on Corporate Governance

• Certificate regarding compliance of conditions of Corporate Governance

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint on sexual harassment during the year under review.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel Rules, 2014, details of the ratio of remuneration of each Director to the median employee’s remuneration are appended to this report as Annexure IV.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B. TECHNOLOGY ABSORPTION

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import substitution- Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are as follows:

(Rs. in Lacs)

Particulars Year ended 31st Year ended 31st March 2015 March 2014

Foreign exchange earning Nil 0.10

Foreign exchange Outgo Nil Nil

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and deep appreciation for the continued support and co-operation received by the Company from the shareholders, company's clients, suppliers, bankers and employees and look forward for their continued support in the future as well.

For and on behalf of the Board of Directors

Place: Mumbai Date: 14thAugust, 2015

Vaibhav Shah Manju Bafna Managing Director Executive Director


Mar 31, 2014

Dear Members,

The Directors present the 21st Annual Report together with Financial Statements of the Company for the financial year ended 31st March 2014.

SCHEME OF AMALGAMATION:

The Board of Directors of your Company at its meeting held on 9th April, 2011 had approved the Scheme of Amalgamation (the Scheme) under Section 391 to 394 read with Section 78 and Section 100 to 103 of the Companies Act, 1956 of Monarch Research and Brokerage Private Limited (''MRBPL'') and Monarch Project and Fimarkets Limited (''MPFL'') with the Company with effect from appointed date 1st April, 2010. The same was approved by the shareholders of the Company at the Court Convened Meeting held on 9th April, 2012.

Pursuant to the said Scheme of Amalgamation as approved by the Hon''ble High Court of Gujarat vide its order dated 3rd May, 2013 and by the Hon''ble High Court of Bombay vide its order dated 7th August, 2014, MRBPL and MPFL have been amalgamated with your Company and all assets and liabilities are transferred to and vested in the Company with effect from appointed date i.e. 1st April, 2010.

The certified copies of the said orders have been filed with the Registrar of Companies, Gujarat and Maharashtra, Mumbai on 25th July, 2013 and 15th October, 2014 respectively. Accordingly, the Scheme has become effective with effect from 15th October, 2014, being the later of the date on which the certified copy of the High Court orders sanctioning the Scheme are filed with the Registrar of Companies, Maharashtra, Mumbai.

According to clause 11 of the Scheme of Amalgamation, the Authorized Share Capital of the Company post amalgamation has been increased from Rs. 17,50,00,000/- (Rupees Seventeen Crores Fifty Lacs) divided into 1,25,00,000 (One Crore Twenty Five Lacs) Equity shares of Rs. 10/- (Rupees Ten only) each and 5,00,000 (Five Lacs) 6% Cumulative Redeemable Preference Shares of Rs. 100/-(Rupees Hundred only) to Rs. 41,50,00,000/- (Rupees Forty One Crores Fifty Lacs only), divided into 3,05,00,000 (Three Crores Five Lacs only) Equity shares of Rs. 10 (Rupees Ten) each and 5,00,000 (Five Lacs only) 6% Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees Hundred only) and 60,00,000 (Sixty Lacs) Preference Shares of Rs. 10/- (Rupees Ten Only) each.

Pursuant to the said Scheme, the Board of Directors of the Company at its meeting held on 27th October, 2014 has issued and allotted 1,90,80,000 Equity shares of Rs. 10/- each to the shareholders of transferor companies in the following ratio:

* In case of MRBPL, in the ratio of 100 (One Hundred) equity share of face value of Rs. 10/- (Rupees Ten Only) each fully paid up in the Transferee Company for every 100 (one Hundred) Equity Share of the face value of Rs. 10/- (Rupees Ten only) each fully paid up in MRBPL.

* In case of MPFL in the ratio of 201 (Two Hundred and One) equity share of face value of Rs. 10/- (Rupees Ten Only) each fully paid up in the Transferee Company for every 100 (One Hundred )Equity Share of the face value of Rs. 10/- (Rupees Ten Only) each fully paid up in the MPFL.

Consequent to the said allotment, the paid-up share capital of the Company has increased from Rs. 11,23,16,000/- to Rs. 30,31,16,000/-.

FINANCIAL HIGHLIGHTS:

The financial highlights after giving effect of the amalgamation, as aforesaid, are as follows:

(Rs. in Lacs)

Particulars Year ended on Year ended on 31/03/2014 31/03/2013

Total Revenue 3663.73 2067.81

Profit/(Loss) before Finance Cost, Depreciation & Amortization expenses and Tax 845.25 348.12

Less: Finance Cost 565.43 154.77

Depreciation and Amortization expenses 304.66 161.29

Profit/(Loss) before exceptional/Extraordinary items and Tax (24.84) 32.06

Add: Exceptional/Extraordinary items and prior period adjustments (180.02) (2.98)

Profit/(Loss) before Tax (204.85) 29.08

Less: Tax Expense (138.36) (48.84)

Profit/(Loss) after Tax (66.49) 77.92

The figures for the year ended March 31, 2014 are not comparable with the figures of the previous year which were prepared on standalone basis.

FINANCIAL PERFORMANCE:

The total income of the Company after giving effect of the amalgamation for the year under review stood at Rs. 3663.73 Lacs (previous year Rs. 2067.81 Lacs). During the year the Company incurred net loss of Rs. 66.49 Lacs (previous year profit of Rs. 77.92 Lacs).

DIVIDEND:

In view of loss during the year, your Directors do not recommend any dividend for the year under review.

DIRECTORS:

Mr. Vaibhav Shah was appointed as an Additional and also Managing Director of the Company for a period of 1 (One) year w.e.f. 1st December, 2014, subject to approval of the shareholders of the Company. He holds office upto the date of ensuing Annual General Meeting.

Mr. Mayukh Pandya and Mr. Shailesh Desai were appointed as Additional (Independent) Directors of the Company for a period of 5 years w.e.f. 1st December 2014, subject to approval of the shareholders of the Company. In terms of provisions of Section 161 of the Companies Act, 2013, Mr. Mayukh Pandya and Mr. Shailesh Desai hold office as such up to the date of ensuing Annual General Meeting of the Company.

The Company has received notices from Mr. Vaibhav Shah, Mr. Mayukh Pandya and Mr. Shailesh Desai under Section 160 of the Companies Act, 2013 together with necessary deposit offering themselves for appointment as Directors of the Company. The Company has received declarations from Mr. Mayukh Pandya and Mr. Shailesh Desai confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchange. Your Board recommends for their appointment as Directors of the Company.

In accordance with the provision of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Suresh P. Jain, Chairman of the Company, retires by rotation and being eligible, offers himself for re-appointment.

During the period:

1. Mr. Manish Ajmera, Executive Director & Chief Financial Officer (CFO) of the Company resigned from the Directorship of the Company w.e.f. closing hours of 23rd June, 2014.

2. Mr. Randhir Singh Sisodiya was appointed as Additional (Executive) Director of the Company w.e.f 23rd June, 2014 for a period of 1(One) year. Mr. Randhir Singh Sisodiya, Executive Director, Mr. Praveen Toshniwal and Mr. Sanjay Motta, Independent Directors of the Company resigned from Directorships of the Company w.e.f. closing hours of 1st December, 2014. The Board places on record its appreciation for their valuable contribution made during their tenure as Directors of the Company.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchange are given in the Notice convening 21st Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

(i) The applicable Accounting Standards have been followed and proper explanations relating to material departures have been given wherever necessary;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reason- able 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 31st March, 2014 and of the loss of the Company for the year ended on that date.

(iii) The Directors had 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; and

(iv) The Directors have prepared the Annual Accounts on a ''Going Concern'' basis.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

Consequent to the merger of MRBPL and MPFL with the Company, MPFL''s subsidiary company viz. Monarch Insurance Broking Private Limited has become subsidiary of the Company. Accordingly, the Company had 5 subsidiaries as on March 31, 2014, namely:

1. Networth Commodities & Investments Limited (NCIL),

2. Networth Wealth Solutions Limited (NWSL),

3. Networth Insurance Broking Private Limited (NIBPL)

4. Ravisha Financial Services Private Limited (RFSL) and

5. Monarch Insurance Broking Private Limited (MIBPL)

During the period under review, Networth Softech Limited (NSL) ceased to be subsidiary of the Company upon allotment of new shares by the NSL to others.

The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No. 51/12/2007-CL-III dated 8th February 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-III dated 21st February 2011 has granted a general exemption from attaching the Balance Sheet of subsidiary compa- nies with holding company''s Balance Sheet, if the holding Company presents in its Annual Report Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report and accordingly the Company is not attaching the Balance Sheets of the subsidiary companies with its Balance Sheet. Further, as required under the said circular, a statement of financial information of the subsidiary companies viz. Networth Commodities & Investments Limited (NCIL), Networth Wealth Solutions Limited (NWSL), Networth Insurance Broking Private Limited (NIBPL), Ravisha Financial Services Private Limited (RFSL) and Monarch Insurance Broking Private Limited (MIBPL) is given in Annexure attached to this report.

The Annual Accounts of the above referred subsidiary companies shall be made available to the shareholders of the Company on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days and during the Annual General Meeting.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted or renewed any public deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956.

STATUTORY AUDITORS:

M/s. Dileep and Prithvi, Chartered Accountants (having FRN: 122290W), Mumbai, the Statutory Auditors of your Company hold office as such upto the conclusion of the ensuing Annual General Meeting and have expressed their unwillingness to continue to act as the Statutory Auditors of the Company.

The Company has received a special notice as required under Section 140 of the Companies Act 2013, proposing the appointment of M/s. Yogesh Thakker & Co., Chartered Accountants, Mumbai (FRN: 111763W) as Statutory Auditors of the Company. The Company has received a letter from M/s. Yogesh Thakker & Co., Chartered Accountants confirming their willingness to act as Statutory Auditors of the Company, if appointed. The Company has also received a certificate from them to the effect that their appointment, if made, would be in compliance with the conditions as prescribed under Section 139 of the Companies Act, 2013 and they satisfy the criteria as provided under Section 141 of the Act.

Your Directors recommend the appointment of M/s. Yogesh Thakker & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company to hold office from the conclusion of the 21st Annual General Meeting upto the conclusion of 26th Annual General Meeting of the Company and to audit financial statements for the financial years from 2014-15 to 2018-19.

AUDITORS'' REMARKS:

The Auditors remarks on the Emphasis of Matter on event occurring after the Balance Sheet date given in Auditors'' Report and remarks at paragraph 9 (a) (i) of the Annexure to Auditors'' Report are self-explanatory and do not require further comments.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees for the year 2014-15 to the said Stock Exchange.

CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement entered into with BSE Limited, Management Discussion and Analysis Report and Corporate Governance Report are annexed herewith and form part of this Report.

DEPOSITORY SYSTEM:

As the Members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialization of the Company''s shares on either of the Depositories as aforesaid.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was made before the Committee.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975, as amended, hence no such particulars are furnished.

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

A) Conservation of Energy

Considering the nature of business activities carried out by the Company, your directors have nothing to report with regard to conservation of energy as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

B) Technology absorption, research and development

The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systems and also risk management solutions.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and deep appreciation for the continued support and co-operation received by the Company from the shareholders, company''s clients, suppliers, bankers and employees and look forward for their continued support in the future as well.

For and on behalf of the Board of Directors

Place: Mumbai Date: 1st December, 2014 Suresh P. Jain Chairman


Mar 31, 2013

Dear Members,

The Directors present the 20th Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March 2013.

Financial Highlights

(Rs.in lacs) Particulars For the Year ended For the Year ended 31st March, 2013 31st March, 2012

Total revenue 2067.81 2145.75

Profit/ (Loss) before Depreciation & Amortization expenses, Finance Cost and Tax 348.12 (313.03)

Less: Depreciation and Amortization expenses 161.29 162.33

Less: Finance Cost 154.77 100.82

Profit/(Loss) before exceptional and extraordinary items and tax 32.06 (576.18)

Less: Exceptional/Extra Ordinary Items and Prior Period Adjustments 2.98 8.07

Profit /(Loss) before tax 29.08 (584.25)

Less: Tax Expense (48.84) (299.23)

Profit/(Loss) after tax 77.92 (285.02)

Balance of Profit/(Loss) as per last Balance Sheet (2289.68) (2004.66)

Balance of Profit/(Loss) carried to Balance Sheet (2211.76) (2289.68)

Financial Performance

During the financial year under review, the gross income of the Company was ? 2067.81 Lacs as compared to ? 2145.75 Lacs in the previous financial year. The profit after tax was ? 77.92 Lacs during the financial year under review, as against the loss incurred of? 285.02 Lacs in the previous year.

Dividend

In view of accumulated losses and to conserve the resources for future business requirements, your Directors do not recommend any dividend for the year under review.

Directors

In accordance with the provision of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sanjay Motta, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board recommends for his re-appointment.

Mr. Manish Ajmera was re-appointed as Executive Director of the Company for further period of lyear w.e.f. 12th December, 2012 and subsequently for further period of 1 year w.e.f 12th December, 2013, subject to the approval of members and other authorities, if any.

Your Board recommends for his re-appointment.

Directors'' Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act 1956, your Directors hereby state and confirm that:

i) in the preparation of the Annual Accounts for the year ended 31s'' March, 2013, the applicable accounting standards have been followed and no material departures, if any, have been made from the same;

ii) 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 as at 31st March, 2013 and of the profit of the Company for the year ended on that date; iii) 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; and

iv) the Directors have prepared the annual accounts for the financial year ended 31s'' March, 2013 on a "going concern" basis.

Subsidiary Companies and Consolidated Financial Statements

The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No. 51/12/2007-CL-lll dated 8* February 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-lll dated 21st February 2011 has granted a general exemption from attaching the Balance Sheet of Subsidiary Companies with holding Company''s Balance Sheet, if the holding Company presents in its Annual Report Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report and accordingly the Company is not attaching the Balance Sheets of the Subsidiary Companies with its Balance Sheet. Further, as required under the said circular, a statement of financial information of the Subsidiary Companies viz. Networth Commodities & Investments Limited (NCIL), Networth Wealth Solutions Limited (NWSL), Networth SoftTech Limited (NSL), Networth Insurance Broking Private Limited (NIBPL) and Ravisha Financial Services Private Limited (RFSL) is given in Annexure attached to this report.

The Annual Accounts of the above referred Subsidiary Companies shall be made available to the shareholders of the Company on request and will also be kept open for inspection at the registered office of the Company and of the Subsidiary Companies during the office hours on all working days and during the Annual General Meeting.

Public Deposits

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58Aand 58AAof the Companies Act, 1956 and rules made thereunder during the year ended 31st March, 2013. Statutory Auditors

M/s. Oileep and Prithvi, Chartered Accountants (having FRN: 122290W), Mumbai, the Statutory Auditors of the Company hold the office upto the conclusion of the ensuing Annual General Meeting and being eligible, have offered for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be in conformity with the limits prescribed under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. The Board recommends their re-appointment. i

Auditors'' Remarks

1. Auditors'' remarks at Paragraph 9 (a) (i) of the Annexure to their Report is self explanatory. With respect to Auditor''s remark made at Paragraph 9 (a) (ii) and 9(b) of the Annexure to their report, your directors would like to state that the Company is in process of making the payment of unpaid dividend to Investor Education and Protection Fund.

2. With respect to the Auditors'' remarks at Paragraph 10 of the Annexure to their report, your directors would like to state that due to unforeseen market conditions and other factors, the Company had incurred cash losses, however, the Company expects a recovery of losses in the near future and accordingly the accounts are prepared on a "Going Concern" basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, Reports on Management Discussion and Analysis and Corporate Governance along with a

Certificate of Compliance thereof from the Statutory Auditors are attached and form part of this Report.

Audit Committee

Pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement entered into with the BSE Ltd., the Company has constituted an Audit Committee comprising of Mr. Mohit Agrawal, Mr. Praveen Toshniwal, Mr. S. P. Jain, and Mr. Sanjay Motta.

Mr. Mohit Agrawal is the Chairman of the Committee.

Depository System

As the Members are aware, your Company''s share are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialisation of the Company''s shares on either of the Depositories as aforesaid.

Particulars of Employees

During the year under review, no employees was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975, as amended, hence no such particulars are furnished.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo

(A) Conservation of Energy

Considering the nature of business activities carried out by the Company, your directors have nothing to report with regard to conservation of energy as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

(B) Technology absorption, research and development

The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systems and also risk management solutions.

(C) Foreign Exchange Earnings and Outgo

a) The foreign exchange earnings - ? 0.63 Lacs (previous year Nil).

b) The foreign exchange expenditure - Nil (previous year Nil). Scheme of Amalgamation

The Board of Directors of your Company at its meeting held on 9th April, 2011 has approved the Scheme of Amalgamation (the Scheme) under Section 391 to 394 read with Section 78 of the Companies Act, 1956 of Monarch Research and Brokerage Private Limited (''MRBPL'') and Monarch Project and Finmarkets Limited (''MPFL'') with the Company with effect from appointed date i.e. 1st April, 2010. The same is also approved by the shareholders of the Company at the Court Convened Meeting held on 9th April, 2012.

Networth Stock Broking Limited (NSBL) and MPFL has filed petition on 30th April, 2012 with the Hon''ble High Court of Bombay and MRBPL on 27th June, 2012 with the Hon''ble High Court of Gujarat at Ahmedabad and the same has been admitted by the respective High Courts.

Further, MRBPL has received the sanction of the Hon''ble High Court of Gujarat on 3rd May, 2013, the certified copy of the said order has been filed with Registrar of Companies (RoC), Gujarat.

Further, the Company has received No Objection / Prior Approval from BSE, NSE, NSDL, CDSL, USE and SEBI - Portfolio Management Services (PMS) except from SEBI, MCX-SX and SEBI - Merchant Bankers'' Section for the said Scheme of Amalgamation.

The petition of NSBL and MPFL is pending for final disposal with Hon''ble High Court of Bombay.

Acknowledgement

Your Directors would take this opportunity to express their sincere appreciation for the co-operation and assistance received from the shareholders, Company''s clients, suppliers, bankers and other authorities during the year under review. Your Directors also wish to place on record their appreciation for the services rendered by all the employees of your Company.

For and on behalf of the Board of Directors

Place: Mumbai Manish AJmera Suresh P-Jain

Date : 13th November, 2013 Executive Director & CFO Chairman


Mar 31, 2010

The Directors present herewith their Report and Statement of Accountsfor the financial year ended March 31,2010.

1. Financial Highlights

(Rs. in Lacs) Year Ended Year Ended 31.03.2010 31.03.2009

Total Earnings 4731.95 3859.27

Earnings before depreciation, tax, amortization (654.04) (1114.56)

Less: Depreciation 214.49 215.40

Profit/(Loss) before Tax (868.53) (1329.96)

Tax: Current

Deferred (30.33) (26.67)

Wealth Tax - 0.55

Fringe Benefit(Net of recovery on ESOP) - 12.31

Profit/(Loss) after Tax (PAT) (838.20) (1316.15)

Extra Ordinary Item

Prior Period Adjustments (3.47) (2.23)

Profit/(Loss) after prior period adjustments (841.67) (1318.37)

Profit/(Loss) b/f from previous year (937.82) 380.56

Profit/(Loss) Available for Appropriation (1779.49) (937.82)

Amount transferred from General Reserve 78.58 --

Balance carried to Balance Sheet (1700.91) (937.82)

2. Financial Performance

During the current year, the gross income of the Company was Rs. 4731.95 Lacs as compared to Rs. 3859.27 Lacs in the previous financial year. The Companyincurred loss of Rs.838.20LacsasagainstRs. 1316.15 Lacs in the previous year.

3. Dividend

In view of the losses suffered by the Company, your Directors do not recommend any dividend for the year under review.

4. Public Deposits

During the year under review, your Company has not accepted any deposits within the meaning of Section 58A and Section 58AA of the Companies Act,1956andrulesmadethereunder.

5. Directors

Mr. Prem Rajani has resigned from the directorship of the Company w.e.f. 7th September, 2009. The Board places on record its appreciation for the valuable contribution madeby Mr. Rajanitothedevelopmentand growth oftheCompanyduringhistenure.

In accordance with provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ajay Kayan and Mr. Suhas Bade Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. The Board of Directors are of the opinion that their continued association with the Company will be beneficial to the Company and recommends their re-appointment.

6. DirectorsResponsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act 1956, the Directors state that they have:

followed the applicable accounting standards consistently and that there are no material departures;

selected such accounting policies and applied them consistently and madejudgments and estimates 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, 2010 and of the loss of the Company for the year ended on that date;

taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, to safeguard the assets of the Company and prevent and detect fraud and other irregularities;

prepared the annual accounts on a going concern basis.

7. Particulars of Employees as required under Section 217(2A) of the Companies Act,1956

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 aregiven.

(A) Personnel who are in receipt of remuneration aggregating not less than Rs. 24,00,000/- per annum and employed throughout the year :

Sr. Name Age Designation Qualification Date of No. (Years) joining

1. Mr.J.Gopala krishnan 47 President & National BSc, ACA 5 August, 04 Head Sales

2. Mr. Satish Pasari 44 Sr. VP & Head- BE, MMS 10July,04 Institutional Business

3. Mr. Richeek Ganguly 47 Sr. VP & Regional Head B.Com, CA. AICWA 26 August, 05 East& North

4. Mr.Bishnupada Sahu 37 Vice President & BE, MBA 11 April, 08 Head Marketing





Name Experience Gross Previous Employment (Years) Remuneration (Rs. In Lacs)

Mr.J.Gopalakrishnan 21 24.00 Karvy Stock Broking Ltd.

Mr. Satish Pasari 16 24.00 Indiabulls Securities Ltd.

Mr. Richeek Ganguly 20 24.00 Karvy Stock Broking Ltd.

Mr.BishnupadaSahu 2 26.25 ING (OptiMix)

(B) Personnel who are in receipt of remuneration aggregating not less than Rs.2,00,000/-per month and employed for the part of th eyear:

Sr. Name Age Designation/ Qualification Date of No. (Years) Nature of Duties joining

1. Mr. Deepak Sawhney 37 Head Research B.Com, Risk 7 May, 08 Management and Technical Analysis, Boston, USA

2.Mr. Prakash Diwan 41 Head Institutional Sales MBA 9 October, 09 & Strategy



Name Experience Gross Remuneration Previous Employment (Years) (Rs. In Lacs)

Mr. Deepak Sawhney 2 12.00 Money Plant Advisory Services Pvt. Ltd.

Mr. Prakash Diwan 17 17.50 Asian Markets

Notes:

(i) The above remuneration includes salaries, commission, contribution to Provident Fund, if any and taxable value of perquisites.

(ii)The appointment is contractual as per the policy/rules of the Company.

(iii) Terms and conditions are as per the Appointment Letter given to the appointee from time to time.

(iv)All the employees have adequate experience to discharge the responsibilities assigned to them.

(v) None of the above employees holds shares as prescribed in Section 217(2A)(a)(iii) of the Act and none of them is related to any Director.

8. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo

(A) Conservation of Energy

Considering the nature of business activities carried out by the Company, your Directors have nothing to report with regard to conservation of energy as required under Companies Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

(B) Technology absorption, research and development

The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systemsandalsoriskmanagement solutions.

(C) Foreign Exchange Earnings and Outgo

a)The foreign exchange earnings ofthe Company wasNil. b) The foreign exchange expenditure was Rs. 3.93 Lacs.

9. Subsidiary Companies and Consolidated Financial Statement

As on March31,2010 your Company has following five subsidiaries:

1. Networth Commodities & Investments Limited (formerly known as Networth Stock.Com Limited)

2. Networth Wealth Solutions Limited

3. Networth SoftTech Limited

4. Networth Insurance Broking Private Limited

5. Ravisha Financial Services Private Limited

A statement pursuant to Section 212(l)(e) ofthe Companies Act, 1956 is attached to this report.

In terms of approval granted by the Ministry of Corporate Affairs, Government of India vide letter no. 47/468/2010-CL-lll dated 17th May, 2010, under section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, Profit & Loss Account, Reports of the Board of Directors and Auditors of the subsidiaries of the Company as of 31st March, 2010 have not been attached with the Balance Sheet of the Company. These documents will be made available for inspection to any Member of the Company at the registered office of the Company and that of the subsidiary companies and a copy of the same will be made available to the Members of the Company or subsidiary companies on receipt of a request from them. Further, the Company shall also put the details of accounts of individual subsidiary companies on its website. The summarized financial informationofthesubsidiary companies isincluded in this Annual Report.

As required under the Listing Agreement with the Bombay Stock Exchange Limited, a Consolidated Financial Statements of the Company and its subsidiary companiesare attached. PursuanttoAccountingStandardAS21 issued by Thelnstitute of Chartered Accountant oflndia, Consolidated FinancialStatementspreparedbytheCompanyincludethefinancialinformationofits subsidiaries.

10. Corporate governance

Pursuant to Clause 49 of the Listing Agreement, Reports on Management Discussion and Analysis and Corporate Governance alongwith a certificate of compliance of Clause 49 from the Auditors are attached hereto and form part of this Report.

11. Audit Committee

Pursuant to the provisions of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement entered into with the Stock Exchange, the Company has constituted an Audit Committee comprising of three Directors of the Company. Mr. R. Sankaran is the Chairman of theCommittee.

12. StatutoryAuditors

The Auditors of the Company M/s. A. R. Sodha & Co., Chartered Accountants (Registration No. 110324W) hold the office till the conclusion of ensuing 17th Annual General meeting. The Company has received a letter from them to the effect that they are willing to continue as Auditors if re-appointed and that their re-appointment, if made will be in accordance with the provisions of section 224(1B) of the Companies Act, 1956. The Audit Committee and Board of Directors recommend the appointment of M/s A. R. Sodha & Co. Chartered Accountants, as the Auditors of the Company.

13. Directors Response to the Comments made by the Auditors in their Report:

The observation made bytheAuditors in theirreportisselfexplanatoryand do not call for any further explanation from the Directors.

14. Depository System

As the Members are aware, your Companys share are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Limited and Central Depository Services (India) Limited. In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialisation of the Companys shares on either oftheDepositoriesasaforesaid.

15. Acknowledgment

Your Directors take this opportunity to express their appreciation for the co-operation and assistance received from the shareholders, Companys clients, suppliers, bankers and other authorities during the year under review. Your Directors also wish to place on record their appreciation for the services rendered by all the employees of your Company.

For and on behalf of the Board of Directors

Place: Mumbai R. Sankaran

Date: May 28, 2010 Chairman

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