Directors Report of Monotype India Ltd.

Mar 31, 2017

The Members of Monotype India Limited

The Directors have pleasure in presenting the 42^nd Annual Report of the Company together with the Audited Financial Statements of the Company for the financial year ended 31^st March, 2017.

FINANCIAL PERFORMANCE

Particular	Financial Year 2016-17	Financial Year 2015-16
Income	4,814.36	2,028.42
Less: Expenses	(4,728.73)	(1,811.79)
Profit/ (Loss) before tax	85.64	216.62
Less: Current Tax	(26.50)	(73.44)
Less: Deferred Tax	4.04	4.04
Profit after Tax	63.17	139.14

The income from operations increased to Rs,. 4,814.36 lacs from Rs, 2,028.42 lacs in previous year (increased by 137.35 %). Total expenditure of the Company increased from Rs, 1,811.79 lacs to Rs, 4,728.73 lacs (increased by 161 %). Profit Before Tax (PBT) stood at Rs, 85.64 lacs (decreased by 60.47 %) and Profit After Tax (PAT) stood at Rs, 63.17 lacs (increased by 54.60 %).

DIVIDEND

With a view to conserve resources, your directors have thought it prudent not to recommend any dividend for the financial year under review.

DEPOSITS

The Company has not accepted any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

STATE OF AFFAIRS OF THE COMPANY

The Company is driven by passionate promoters from the industry engaged in trading in shares, financial services and Investment activities with a view to strengthen its existing platforms and building new ones. The Company continues to focus and grow by nurturing in our business of trading in shares and other financial services.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Company has made application to Metropolitan Stock Exchange of India (MSEI) for secondary listing of 70,31,21,889 equity shares.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

CHANGES IN SHARE CAPITAL

During the year under review, there were no changes in the issued, subscribed and paid-up share capital of the Company.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions that were entered into during the financial year under review were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the company at large. Therefore there does exist any details to be mentioned in Form No. AOC-2 which is annexed as Annexure-I and forms part of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not made any loans, guarantees and investments covered under section 186 of the Act. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March, 2017 made under the provisions of Section 92(3) of the Act is attached as Annexure-II which forms part of this Report.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

i. Appointment:

Mrs. Preeti Jayesh Doshi was appointed as Additional Directors of the Company on 24^th March, 2017 who shall hold office upto the date of ensuing Annual General Meeting.

ii. Resignation:

Mrs. Sudarshana Mitra resigned as Director of the Company with effect from 15^th May, 2017 due to preoccupation. The Board placed on record its deep appreciation for her valuable contribution on the Board during her tenure as Director of the Company.

iii. Retirement by rotation:

In accordance with the provisions of Section 152(8) of the Companies Act, 2013, Mr. Naresh Manakchand Jain (DIN: 00291963), Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for his re-appointment. Your Directors recommend his re-appointment.

iv. Declarations by Independent Directors:

The Company has received declarations form all the Independent Directors pursuant to Section 149 (6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

v. Number of meeting of Board of Directors:

During the financial year 2016-17, the Board of Directors met for 8 (eight) times on 30/05/2016, 13/08/2016, 01/09/2016, 07/11/2016, 14/11/2016, 01/12/2016, 09/02/2017 and 24/03/2017. The intervening gap between any two meetings was within the timeframe prescribed under the Companies Act, 2013. The details pertaining to attendance of Directors at Board Meeting are given in Corporate Governance Report which forms part of this report.

vi. Meeting of Independent Directors:

The Independent Directors of the Company at their meeting held on 09^th February, 2017, reviewed the performance of non-independent Directors and the Board as a whole including the Chairman of the meetings by taking into consideration views expressed by the Executive Directors and Non-Executive Directors at various levels pertaining to quality, quantity and timeliness of flow of information between the Company, management and the Board.

COMMITTEES OF THE BOARD

Currently, the Board has 3(three) Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders'' Relationship Committee.

The details of the aforesaid committees are given in the Corporate Governance Report which forms part of this Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the financial year ended 31^st March, 2017, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors made judgements 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 31^st March, 2017 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements), 2015 forms part of this report.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

The Board has adopted a mechanism for evaluating its own performance and that of its Committees, including the Chairman of the Board. This exercise was carried out by feedback survey from each directors on parameters such as attendance, contribution at the meeting, Board functioning, composition of Board and its Committees, experience, competencies and governance issues.

STATUTORY AUDITORS AND HIS REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Motilal & Associates, Chartered Accountants (Firm Registration No. 106584W), the Statutory Auditors of the Company have been appointed for a term of 5 (five) consecutive years i.e. upto the conclusion of the AGM to be held in the calendar year 2021 (subject to ratification by the members at every Annual General Meeting). The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company. Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31^st March, 2017 are self-explanatory and therefore, do not call for any further explanation or comments from the Board.

SECRETARIAL AUDITORS AND HIS REPORT

As per the provisions of Section 204 of the Companies Act, 2013 the Board of Directors of the Company appointed M/s. Manoj Shaw & Associates, Practicing Company Secretaries (Membership No. 5517, C.P. No. 4194) to conduct the Secretarial Audit of the Company for the financial year 2016-17. There are no qualifications, reservation or adverse remark or disclaimer in Secretarial Audit Report i.e. Form MR-3 for the financial year 2016 - 2017. The said report is annexed as Annexure-III and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in Annexure-IV annexed hereto and forms part of this Report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has adopted mechanism to identify, assess, monitor and mitigate various risks attached to the business of the Company. Major risks identified pertaining to business and functions of the Company are systematically addressed by taking suitable actions on a continuing basis.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted the 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. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy/Vigil Mechanism for the employee to report genuine concerns/ grievances. The Policy is uploaded on the Company''s website at the link: http://www.monotypeindia.in/policies.html. The Policy provides for adequate safeguards against the victimization of the employees who use the vigil mechanism. The vigil mechanism is overseen by the Audit Committee.

PARTICULARS OF EMPLOYEES

Considering the provisions of Section 197(12) of the Companies Act, 2013 read with the relevant rules and having referred to provisions of the First Proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company, excluding details of particulars of employees and related disclosures. The said information/ details are available for inspection at the Registered Office of the Company during working hours, on any working day. Any Member interested in obtaining this information may write to the Company Secretary and this information would be provided on request.

ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

The Company pursuant to the order of Regional Director dated 06^th October, 2016 and through approval of shareholders by passing special resolution shifted its Registered Office from the state of West Bengal to the state of Maharashtra.

CORPORATE GOVERNANCE

Your Company has successfully implemented the mandatory provisions of Corporate Governance as stipulated in SEBI (Listing Obligations and disclosure requirements) Regulations, 2015. A Report on

Corporate Governance along with a certificate from M/s. Motilal & Associates, Chartered Accountants confirming the compliance of conditions of Corporate Governance which forms part of this Annual Report.

REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT

Your Company is committed to provide a safe, healthy and congenial atmosphere irrespective of cast, creed or social class of the employee.

Your Company affirms that during the year there were no complaints reported under the Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to convey thanks to bankers, customers, shareholders, suppliers, business partners/associates, financial institutions and Central and State Governments and other agencies for extending their consistent support, co-operation and encouragement to the Company.

FOR MONOTYPE INDIA LIMITED

Sd/- Sd/-

Naresh Manakchand Jain Harsh Jain

Whole Time Director Director

DIN:00291963 DIN:02457584

Date: 19/07/2017

Place: Mumbai

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Mar 31, 2014

The Members of Monotype India Limited

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

FINANCIAL RESULTS

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

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

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

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

Tax Expense 10,200 1,25,000

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

OPERATIONS

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

DIVIDEND

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

AMALGAMATION

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

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

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Business Outlook

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

Risk and Concerns

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

Internal Control Systems and their adequacy

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

Developments in Human Resources

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

Cautionary Statement

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

DEMATERIALIZATION OF EQUITY SHARES

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

Particulars No. of Shares Percentage(%)

Electronic Mode

NSDL 88136 5.34

CDSL 1348589 81.80

Physical Mode 211771 13.22

Total : 1648496 100.00

CORPORATE GOVERNANCE

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

PARTICULARS OF EMPLOYEES

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

AUDITORS REPORT

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

COMPLIANCE CERTIFICATE

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

INDUSTRIAL RELATIONS

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

PUBLIC DEPOSITS

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

APPRECIATION

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

Your Directors thanks our esteemed shareholders for your continued support.

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

For and on behalf of the Board

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

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Mar 31, 2010

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

Financial Result: ( Rupees in Lakh )

Year to Year to

Particulars 31st March 31s1 March

2010 2009

Profit/(Loss) for the period

Before Depreciation and Taxation (1.53) 5.78

Less : Depreciation 0.00 0.00

Provision for Income Tax 0.00 .59

Net Profit/(Loss) (1.53) 5.19

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

Balance Carried to Balance Sheet (548.36) (546.83)



PERFORMANCE

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

RISK MANAGEMENT

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

1. Share trading/investments

2. Loans given to bodies corporate

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

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

to the receipt of interest and repayment of principal amount.

DIVIDEND

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

OPERATIONS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

AUDIT COMMITTEE

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CAPITAL EXPENDITURE

NO capital expenditure during the year was incurred.

AUDITORS OBSERVATION

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

RESEARCH AND DEVELOPMENT

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

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

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

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

LISTING AGREEMENT COMPLIANCE

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

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

ii) The Bombay Stock Exchange Ltd., Mumbai.

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

PARTICULARS OF EMPLOYEES

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

DIRECTORS

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

INDUSTRIAL RELATIONS

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

CORPORATE GOVERNANCE

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

AUDITORS

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

ACKNOWLEDGEMENT

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

On behalf of the Board



Rajesh Jain

Chairman

Place : Kolkata

Date : 20th May 2010