Mar 31, 2018
On behalf of the Board of Directors (the âBoardâ), it gives me great pleasure to present the 25th Board''s Report of your Company, along with the Balance Sheet, Statement of Profit and Loss and Statement of Cash Flow for the financial year ended March 31, 2018.
I. FINANCIAL PERFORMANCE:
The standalone and consolidated financial statements for the financial year ended March 31, 2018, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
On Standalone basis, the total revenue of the Company for the year under review stood at INR 7334.54 Lakhs (previous year INR 5409.94 Lakhs). During the year the Company earned net profit of INR 1566.30 Lakhs (previous year profit of INR 1174.56 Lakhs).
On Consolidated Basis, the total revenue of the Company for the year under review stood at INR 9026.19 Lakhs (previous year INR 6495.63 Lakhs). During the year the Company earned net profit of INR 1842.90 Lakhs (previous year profit of INR 1294.80 Lakhs).
Key highlights of the financial performance of the Company is summarized below:
(INR. in Lakhs)
Particulars |
Standalone Year ended |
Consolidated Year ended |
||
Year ended 31st March, 2018 |
Year ended 31st March, 2017 |
Year ended 31st March, 2018 |
Year ended 31st March, 2017 |
|
Revenue & other Income |
7897.92 |
6142.11 |
9458.36 |
7260.31 |
Finance Cost |
164.57 |
295.69 |
225.10 |
303.40 |
Depreciation & Amortization Expenses |
87.55 |
129.71 |
89.58 |
131.88 |
Profit before Tax |
1786.16 |
1265.89 |
2157.65 |
1453.76 |
Tax Expenses |
170.87 |
142.99 |
263.50 |
208.07 |
Short & Excess Tax Provision |
15.24 |
0 |
14.16 |
-0.91 |
Current Tax |
381.00 |
168.36 |
473.50 |
209.64 |
Deferred tax |
18.63 |
-25.36 |
19.84 |
-0.66 |
Mat Receivable |
-244.00 |
0 |
-244.00 |
0 |
Net profit for the year |
1615.29 |
1122.89 |
1894.15 |
1245.68 |
Other comprehensive (loss)/income for the year |
-48.98 |
51.67 |
-48.98 |
51.67 |
Total comprehensive income for the year |
1566.30 |
1174.56 |
1845.16 |
1297.36 |
Total comprehensive income for the period attributable to: |
||||
Minority Interest |
- |
- |
(00.03) |
(00.02) |
Share of Profit/(Loss) from Associates EPS: |
- |
- |
(2.23) |
(2.53) |
- Basic |
5.17 |
3.87 |
6.08 |
4.27 |
- Diluted |
5.17 |
3.87 |
6.08 |
4.27 |
Share Capital:
As on March 31, 2018, the paid up equity share capital of the company was INR 30,31,16,000 i.e. 3,03,11,600 equity shares of INR 10 each. There was no change in Paid-up Share Capital of the Company during the Financial Year 2017-18.
Key highlights of the Segment wise financial performance is summarized below:
(INR. in Lakhs)
Particulars |
Standalone Year ended |
Consolidated Year ended |
||
Year ended 31st March, 2018 |
Year ended 31st March, 2017 |
Year ended 31st March, 2017 |
Year ended 31st March, 2018 |
|
1) Broking |
7,464.75 |
5,388.94 |
7,947.27 |
5,831.21 |
2) Wealth Management |
0 |
0 |
77.72 |
33.20 |
3) Non Banking financial business |
0 |
0 |
875.37 |
608.52 |
4) Merchant Banking Income |
87.80 |
21.00 |
87.80 |
21.00 |
5) Other (Un-allocated) |
0 |
0 |
38.48 |
2.08 |
Dividend:
In order to conserve the resources for future business requirements, your Directors do not recommend dividend for the year under review.
Public Deposits:
Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
Subsidiaries and Associate Companies:
The company has incorporated subsidiary company âMonarch Networth Capital IFSC Private Limitedâ on 14th March, 2017. Since there are no activities carried out during the financial year 2017-18, account''s has not been merged in Consolidated Financial Statement of the Company.
The Company has 6 (six) Subsidiary Companies and 2 (two) Associate Companies as on 31st March, 2018. 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 except for âMonarch Networth Capital IFSC Private Limitedâ, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries and associates 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 policy on material subsidiary is available on the Company''s website viz. https://www.mnclgroup.com/ investor-relation/investor-relation-policy;
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 https://www.mnclgroup.com/investor-relation/investor-relation-financials-annual-reports; . 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:
Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.
II. BUSINESS:
Merger of it''s Subsidiaries and Associate Companies with the Company:
At its meeting held on February, 14, 2018, the Board considered and approved a scheme of amalgamation pursuant to Sections 230 to 232 read with Section 234 and other relevant provisions of the Companies Act, 2013, providing for the merger of its wholly owned subsidiary company- Networth Insurance Broking Pvt Ltd, Networth Wealth Solution Ltd, its subsidiary company- Monarch Networth Comtrade Ltd and Associate Company- Networth SoftTech Ltd with the Company-Monarch Networth Capital Limited. The scheme of amalgamation is subject to necessary statutory and regulatory approvals under applicable laws, including approval of the National Company Law Tribunal in India. The scheme of amalgamation will, inter alia, enable consolidation of resources of the Transferor Companies with the Transferee Company, thereby providing greater efficiency in operations and administrative affairs of the Transferee Company and thus optimizing the valuation of the consolidated company and its shareholders. It will also result in following benefits
- Financial strength and flexibility for the Transferee Company, which would result in maximizing overall shareholder value.
- Achieve greater efficiencies in operations with optimum utilization of resources, better administration and reduced cost.
- Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, productivity improvements, and the elimination of duplication, and optimum rationalization of administrative expenses and utilization of human resources.
- Greater efficiency in cash management of the amalgamated entity and pooling of cash flow generated by the combined entities which can be deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value
- Improved organizational capability and leadership arising from pooling of financial, managerial and technical resources.
- Effective Margin Management to the clients of the Transferor and the Transferee Company.
Management Discussion and Analysis Report:
In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company''s operations forms part of this Annual Report as Annexure -VI
II. GOVERNANCE AND ETHICS:
Corporate Governance
Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the Spirit of Monarch Networth, which form the core values of the Company. These guiding principles are also articulated through the Company''s code of business conduct, Corporate Governance guidelines, charter of various sub-committees and disclosure policy. As per regulation 34 read with Schedule V of Listing Obligations and Disclosure Requirements, Regulations, 2015 LODR, a separate section on corporate governance practices followed by your Company, together with a certificate from VKM & Associates, Practising Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is provided as Annexure -V to this Annual Report.
Board of Director''s
As on March 31, 2018, the Board comprised of two Executive Directors- Mr. Vaibhav Jayantilal Shah- Managing Director and Mrs. Manju Suresh Bafna-Whole-Time Director and also three Non-Executive Independent Director''s. The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence. Based on the confirmations/disclosures received from the Directors under Section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed, the following Non-Executive Directors are considered as Independent Directors:
a) Mr. Mayukh Pandya
b) Mr. Shailesh Desai
c) Mr. Chetan Bohra
Meetings of the Board:
The Board met 08 (Eight) times during the financial year 2017-18, i.e. on 28th April, 2017, 30th May, 2017, 31st July, 2017, 22nd August, 2017, 04th September, 2017, 23rd November, 2017, 20th December, 2017 and 14th February, 2018. The maximum interval between any two meetings did not exceed 120 days.
Director''s and Key Managerial Personnel:
Pursuant to 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 , retires by rotation and being eligible, has offered himself for re-appointment.
Mrs. Manju Bafna, Whole-Time Director of the Company has been re-appointed for a period of 05 years w.e.f 13th February, 2018 and Mr. Vaibhav Shah, Managing Director for a period of 05years w.e.f. 01st December, 2018 subject to the approval of shareholder''s in ensuing AGM.
Your Board recommend''s their appointment / re-appointment of the above Director.
The Company has formulated code of conduct on appointment of directors and senior management. This code of conduct can be accessed on the website of the Company at the link https://www.mnclgroup.com/investor-relation/investor-relation-code-of-conduct;
Additional Information on directors recommended for appointment/re-appointment as required under Regulation 36 (3) of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 at ensuing Annual General Meeting is given in the Notice convening 25th Annual General Meeting.
Stock Exchange:
The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees for the year 20172018 to the said Stock Exchange.
Corporate Social Responsibility: CSR is applicable to the Company for the financial year 2017-2018 and the details of the CSR Policy and Report forms part of this Annual Report as Annexure -VII
Annual Performance Evaluation by the Board:
SEBI (Listing and Obligation 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
Committees of the Board:
There are currently four Committees of the Board, as follows:
1. Audit Committee
2. Stakeholders'' Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee (constituted on 04th September, 2017)
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.
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 at https://www.mnclgroup.com/investor-relation/investor-relation-policy; We affirm that during the financial year 2017-18, 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 and Obligation 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 form''s part of this Annual Report and also hosted on the website of the Company - https://www.mnclgroup.com/investor-relation/investor-relation-policy;
Particulars of Contracts or Arrangements with Related Parties:
Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm''s length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Company''s website: https://www.mnclgroup.com/investor-relation/investor-relation-policy;
All Related Party Transactions are placed on a quarterly basis before the Audit Committee and before the Board for approval. Prior omnibus approval of the Audit and the Board is obtained for the transactions which are of a foreseeable and repetitive nature.
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 to the Company.
Information under the Sexual Harrassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
Your Company recognises its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination. In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place a Policy on prevention of Sexual Harassment of Women at workplace. The policy can be accessed on the website of the Company at the link - https://www.mnclgroup.com/investor-relation/investor-relation-policy.
Your Directors further state that the during the fiscal year 2017-18, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
a) Number of complaints received in the year : Nil
b) Number of complaints disposed off during the year : Nil
c) Number of cases pending more than ninety days: Nil
d) Number of workshops or awareness programme against sexual harassment carried out: The Company has conducted an online training for creating awareness against the sexual harassment against the women at work place.
e) Nature of action taken by the employer or district officer: Not applicable
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 adequate and operating effectively.
Particulars of Remuneration:
Pursuant to Section 197(12) 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 III.
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.
IV. INTERNAL FINANCIAL CONTROLS AND AUDIT Internal Financial Controls and their Adequacy
The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
Internal Auditor:
The Company has re-appointed Nautam Vakil & Co., Chartered Accountants, Ahmedabad as its Internal Auditor vide Board Meeting dated 30th May, 2017. Further, vide Board Meeting dated 31st July, 2017, Akshay Mohnot & Co, Chartered Accountants, Firm Reg No. 123209W were appointed as Internal Auditor in place of Nautam Vakil & Co. 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.
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 upto the conclusion of 26th Annual General Meeting.
Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 25th AGM.
The Auditor''s Report for the year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark. Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review. The Auditor''s Report is enclosed with Financial Statements in this Annual Report.
Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr. Vijay Kumar Mishra, Partner, VKM & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2018 is enclosed as Annexure IV to this Report. There are qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report which is stated below:
Secretarial Auditor''s Remarks:
The Company has Given Loans on interest free basis and has not followed provision of section 186 of Companies Act 2013, and Corresponding erstwhile section under Companies Act, 1956.
Managment Comment:
With respect to the Remark(s)/Observations or disclaimer made by the Secretarial Auditors in their Report, we hereby state that the loans given by the Company are temporary in nature and are repayable on demand.
V. SUSTAINABILITY
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
VI. OTHER DISCLOSURES
The Particulars of Foreign Exchange and Outgo for the year under review are as follows:
(Figures in INR)
Particulars |
Year ended 31st March, 2018 |
Year ended 31st March, 2017 |
Foreign exchange earning |
Nil |
8157.12 |
Foreign exchange Outgo |
Nil |
Nil |
Extract of Annual Return:
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return as on March 31, 2018 in form MGT-9 is enclosed as Annexure I to this report.
Material Changes and Commitments Affecting the Financial Position of the Company
There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.
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.
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, business partners/ associates, financial institutions and employees and look forward for their continued support in the future as well.
For and on behalf of the Board of Directors
Sd/- Sd/-
Place: Mumbai Vaibhav Shah Manju Bafna
Date: 03rd September, 2018 Chairman cum Managing Director Whole-Time Director
DIN: 00572666 DIN: 01459885
Mar 31, 2016
DIRECTORSâ 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.
DIRECTORSâ 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 (âthe 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 COMPANYâS 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 Auditorâs 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.
DIRECTORSÂ 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 (Âthe 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 BoardÂs 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 companyÂs 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.
AUDITORSÂ 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 employeeÂs 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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