The Directors present the 19th Annual Report together with the Audited
 Financial Statements of your Company for the financial year ended 31st
 
 March 2012:
 
 Financial Highlights
 
                                                     (Rs.in Lacs) 
 
 Particulars                                  For the 
                                           Year ended     For the 
                                                       Year ended
                                           31st March,
                                                 2012  31st March, 
                                                             2011 
 
 Total revenue                                2145.75     3348.03
 
 Less: Total Expenses                         2458.78     3308.04
 
 Profit/ (Loss) before 
 Depreciation & Amortization
 expenses, Finance Cost and Tax               (313.03)     (39.99)
 
 Less: Depreciation and Amortization expenses  162.33      196.66
 
 Less: Finance Cost                            100.82      212.28
 
 Profit/(Loss) before exceptional 
 and extraordinary items and tax              (576.18)    (368.96)
 
 Less: Exceptional/Extra Ordinary 
 Items and Prior Period Adjustments             (8.07)      (1-38)
 
 Profit/(Loss) before tax                     (584.25)    (370.34)
 
 Less: Tax Expense                            (299.23)     (66.58)
 
 Profit/(Loss) after tax                      (285.02)    (303.75)
 
 Balance of Profit/(Loss) as per 
 last Balance Sheet                          (2004.66)   (1700.91)
 Balance of Profit/(Loss) 
 carried to Balance Sheet                    (2289.68)   (2004.66)
 
 Financial Performance
 
 During the financial year under review, the gross income of the Company
 was Rs. 2145.75 Lacs as compared to Rs. 3348.03 Lacs in the previous
 financial year. The Company incurred loss of Rs. 285.02 Lacs during the
 financial year under review, as against Rs. 303.75 Lacs in the previous
 year.
 
 Dividend
 
 In view of the losses suffered by the Company, 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. Mohit Agrawal,
 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.
 
 Further, Mr. Manish Ajmera was re-appointed as an Executive Director of
 the Company for further period of 1 year w.e.f. 12th December, 2011
 subject to the approval of members and other authorities. 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 31st
 March, 2012, the applicable accounting standards have been followed and
 
 no material departures 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, 2012 and loss 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 for
 preventing and detecting fraud and other irregularities; iv) The
 Directors have prepared the accounts for the financial year ended 31st
 March, 2012 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 8th 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,
 Networth Wealth Solutions Limited, Networth SoftTech Limited, Networth
 Insurance Broking Private Limited and Ravisha Financial Services
 Private Limited 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 and of the subsidiary
 companies on request and will also be kept 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 58A and 58AA of the Companies Act, 1956 and rules
 made thereunder during the year ended 31st March, 2012.
 
 Statutory Auditors
 
 M/s. Dileep and Prithvi, Chartered Accountants, 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.
 
 Auditors'' Remarks
 
 Auditors'' remarks at Paragraph 9 (a) and 9 (b) of the Annexure to their
 Report are self explanatory.
 
 With respect to Auditor''s remark made 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 alongwith a
 certificate of compliance thereof from the Auditors are attached hereto
 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
 Agarwal, 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 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
 Company''s shares on either of the Depositories as aforesaid.
 
 Particulars of Employees
 
 During the year under review, no employees were 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.
 
 (C) Foreign Exchange Earnings and Outgo
 
 a) The foreign exchange earnings of the Company was Nil (previous year
 Nil).
 
 b) The foreign exchange expenditure was Nil (previous year Rs.1.11 Lacs).
 
 Scheme of Amalgamation
 
 The Board of Directors of your Company at its meeting held on 9th
 April, 2011 has approved the Scheme of Amalgamation under Section 391
 to 394 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, subject to approval of various authorities.
 
 The said Scheme of Amalgamation has been approved by the Equity
 shareholders of the Company at the Court Convened Meeting held on 9th
 April, 2012 as per the direction of the Hon''ble High Court of the
 Judicature at Bombay given vide its order dated 2nd March, 2012.
 
 Further NSBL and MPFL have filed necessary petitions on 30th April,
 2012 with the Hon''ble High Court of Bombay at Mumbai and MRBPL on 27th
 June, 2012 with the Hon''ble High Court of Gujarat at Ahmedabad and the
 same have been admitted by the respective High Courts.
 
 The Company has received No Objection certificate/ Prior Approvals from
 BSE, NSE, NSDL, CDSL, USE and SEBI - Portfolio Management Services
 (PMS) for the said Scheme of Amalgamation. The approval from SEBI,
 MCX-SX and SEBI - Merchant Bankers'' divisions are awaited.
 
 Upon the scheme coming into effect the Company will issue shares to the
 shareholders of the transferor Companies in the following ratio:
 
 1.  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 ofRs. 10/- (Rupees Ten only) each fully paid up in MRBPL.
 
 2.  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.
 
 The final approval of the respective Hon''ble High Court is pending.
 
 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 Mohit Agrawal
 
 Date : 22nd September, 
 2012                      Executive Director & CFO Director