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Directors Report of Monotype India Ltd.

Mar 31, 2014

The Members of Monotype India Limited

The Directors have pleasure in presenting the Thirty Nineth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

The highlights of the Financial Results are as under: rs PARTICULARS Year ended Year ended 2013-2014 2012-2013

Sales and Other Income 2,50,000 8,25,000

Total Expenditure 1,96,560 2,00,010

Profit/(Loss) for the year before Tax 53,440 6,24,990

Tax Expense 10,200 1,25,000

Profit/(Loss) for the year after tax 43,467 4,99,990

OPERATIONS

The Company will continue to be responsive to changes in market dynamics and consumer behavior and other key factors influencing the business, and will formulate its strategies accordingly.

DIVIDEND

With a view to conserve resources for future needs and in the absence of profit of the Company, the Directors regret their inability to propose any dividend for the year under review.

AMALGAMATION

The approval of Hon''ble Calcutta High Court, Kolkata is still pending.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed and no material departures have been made from the same;

(ii) 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 and of the loss of the Company for the year under review;

(iii) That Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That Directors have prepared the annual accounts for the financial year ended 31st March, 2014, on a ''going concern'' basis.

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

The particulars relating to conservation of energy and technology absorption are not applicable to the Company. However, efforts are being made to conserve and optimize the use of energy, wherever possible.

During the year under review, your Company has neither earned nor spent any foreign exchange.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Business Outlook

Before discussing the business outlook and future plans it is useful to give a brief overview of the Indian Economy. The Indian economic growth continued to be slow for the second straight year, recording a GDP growth of 4.7% in 2013- 14, compared with 4.5% in 2012-13. Fiscal deficit was recorded at 4.6%, better than the targeted 4.8%. The year FY14 was one of the worst years for manufacturing since 1999-2000, contracting by 0.2% compared with a 1.1% growth in 2012-13.

Risk and Concerns

Lack of liquidity and unavailability of funds could impact day-to-day operations.

Internal Control Systems and their adequacy

Your Company has appropriate internal control systems relating to its areas of operations. Our internal control systems are adequate and provide, among other things, reasonable assurance of recording transactions of operations in all material respects and of providing protection against significant misuse or loss of Company assets.The Company witnessed profit during the year under review.

Developments in Human Resources

Since the Company is looking for new avenues of businesses, the challenge to recruit employees with the right knowledge and skill is very important.

Cautionary Statement

Statements in this Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectation may be ''forward looking'' within the meaning of applicable laws and regulations. Actual results and planning might differ materially from those expressed or implied.

DEMATERIALIZATION OF EQUITY SHARES

The Company''s equity shares are available for trading in the Depository systems of the Central Depository Services (India) Limited (CDSL) and in the National Securities Depository Limited (NSDL). The International Security Identification Number (ISIN) allotted to Monotype India Limited is INE811D01016 for the equity shares of your Company. The status of Equity Capital exists in Electronic Form and Physical Form as on March 31st, 2014 is as under:

Particulars No. of Shares Percentage(%)

Electronic Mode

NSDL 88136 5.34

CDSL 1348589 81.80

Physical Mode 211771 13.22

Total : 1648496 100.00

CORPORATE GOVERNANCE

Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Clause 49 of the Listing Agreement of the Stock Exchanges. Separate Reports on Corporate Governance are included in the Annual Report and Certificate dated August 27th, 2014 of the Auditors of your Company confirming the compliance of conditions of Corporate Governance is also annexed thereto.

PARTICULARS OF EMPLOYEES

There was no employee in respect of whom information is required to be given pursuant to the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended up-to-date.

AUDITORS REPORT

In respect of observation made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory and do not call for any further comments.

COMPLIANCE CERTIFICATE

In accordance with the requirements of Section 383(1A) of the Companies Act, 1956, a certificate from M/s Manoj Shaw & Co, Company Secretaries, Kolkata for the year ended 31st March 2014 is attached.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

APPRECIATION

Your Directors place on record their deep appreciation for the continued, support and co - operation extended to the Company by the Banks, Government departments and other agencies.

Your Directors thanks our esteemed shareholders for your continued support.

Your Directors place on record their appreciation of the dedication and commitment of your Company''s employees and look forward to their support in the future as well.

For and on behalf of the Board

Place: Mumbai Date: 27th August 2014 (Naresh Manakchand Jain) (Rohitash Bhomaia) Director Director


Mar 31, 2010

The Directors present herewith the Annual Report with the Audited Accounts of the Company for the Financial Year ended 31st March 2010.

Financial Result: ( Rupees in Lakh )

Year to Year to

Particulars 31st March 31s1 March

2010 2009

Profit/(Loss) for the period

Before Depreciation and Taxation (1.53) 5.78

Less : Depreciation 0.00 0.00

Provision for Income Tax 0.00 .59

Net Profit/(Loss) (1.53) 5.19

Balance of Profit / (Loss) brought forward from the previous year (546.83) (552.02)

Balance Carried to Balance Sheet (548.36) (546.83)



PERFORMANCE

The total income of the Company was Rs. 2.46 lacs as against Rs. 8.18 lacs for the previous year. The Company has made a net loss of Rs. 1.53 lacs as against net profit of Rs. 5.19 lacs for the previous financial year. The income during the year is mainly due to limited trading activities through agency and investment in shares/securities.

RISK MANAGEMENT

The company has identified the following areas for risk management:-

1. Share trading/investments

2. Loans given to bodies corporate

Investments in shares are mostly made through professional Portfolio Managers and have been yielding high returns since the beginning. The investments continued to give above average returns during the financial year.

Loans extended to various bodies corporate are monitored continuously by the management as

to the receipt of interest and repayment of principal amount.

DIVIDEND

Due to accumulated loss in the books of accounts, the directors are not recommending any dividend on equity and preference shares of the Company.

OPERATIONS

The manufacturing operations of the Company remained closed during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Companies Act 1956 as amended, the Directors of your Company confirm:

I) That in the preparation of the annual accounts, the applicable accounting standards have been followed;

II) That such accounting policies have been selected and applied consistently and such judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March 2009 and its Profit for the year ended on that date;

III) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV) That the annual accounts have been prepared on a going concern basis.

AUDIT COMMITTEE

The Audit Committee, which was constituted pursuant to the provisions of Section 292A of the Companies Act, 1956 and the Listing Agreements has reviewed the Accounts for the year ended 31st March 2010.

MANAGEMENT DISCUSSION AND ANALYSIS

The manufacturing operations of the Company have remained closed during the period under review. The management have done invest- ments / trading activities in Shares / Securities. In view of uncertainty of manufacturing business in near future, the Board is unable to comment on the subject.

CAPITAL EXPENDITURE

NO capital expenditure during the year was incurred.

AUDITORS OBSERVATION

With regard to the observations of the Auditors in their reports, the details contained in the notes to the Balance Sheet, Profit & Loss Account and notes to the Accounts are self-explanatory and do not call for any further comments from the Directors.

RESEARCH AND DEVELOPMENT

Not applicable at present as the Company is not engaged in manufacturing activities.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUT GO

a) Not applicable at present as the company is not engaged in manufacturing activities.

b) No foreign exchange earning and out go were there during the year under review.

LISTING AGREEMENT COMPLIANCE

In pursuance of clause 31 of the Listing Agreements, it is stated that the Companys Equity shares are listed at

(a) i) The Calcutta Stock Exchange Association Ltd., Kolkata.

ii) The Bombay Stock Exchange Ltd., Mumbai.

(b) The Company has paid annual listing fee upto 2010-2011 to The Calcutta Stock Exchange Ltd. and The Bombay Stock Exchange Ltd.

PARTICULARS OF EMPLOYEES

Information about the particulars of Employees required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not given in the Annexure to the Directors Report as no employees remuneration attracts the aforesaid provisions.

DIRECTORS

Sri Vivek Vardhan Agarwalla retires from the Board by rotation and being eligible offers himself for reappointment.

INDUSTRIAL RELATIONS

The Company has clos-ed down its manufacturing and other activities in 1999 and has no employee. Hence there is nothing to report on this subject.

CORPORATE GOVERNANCE

Corporate Governance Report as well as Corporate Governance Compliance Certificate are provided as separate Annexure to the report.

AUDITORS

M/s Patni & Co., Chartered Accountants will retire at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

ACKNOWLEDGEMENT

The Directors wish to thank Shareholders and others for the co-operation and support received from them throughout the year.

On behalf of the Board



Rajesh Jain

Chairman

Place : Kolkata

Date : 20th May 2010

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