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Monarch Networth Capital Directors Report, Monarch Net Reports by Directors
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Monarch Networth Capital

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Directors Report Year End : Mar '15    « Mar 14
 Dear Members,
 
 The Directors present the 22nd Annual Report together with Financial
 Statements of the Company for the financial year ended 31st March 2015.
 FINANCIAL HIGHLIGHTS:                                ( Rs. in Lacs)
 
 Particulars                           Year ended 31st    Year ended 31st
                                       March 2015          March 2014
 
 Total Revenue (net)                     5340. 32              3663.73
 
 Profit before Finance Cost,
 Depreciation &                           1327.82               845.25
 
 Amortization expenses and Tax
 
 Finance Cost                             555.30               565.43
 
 Depreciation and Amortization
 expenses                                 331.15               304.66
 
 Profit/(Loss) before exceptional
 items and tax                            441.36              (24.84)
 
 Add: Exceptional/Extraordinary Items
 and Prior Period Adjustments             (2.44)             (180.02)
 
 Profit/(Loss) before tax                 443.81             (204.85)
 
 Less: Provision for tax                  158.50             (138.36)
 
 Profit / (Loss) after tax                285.31              (66.49)
 
 FINANCIAL PERFORMANCE:
 
 The total income of the Company for the year under review stood at ''
 5340.32 Lacs (previous year Rs. 3663.73 Lacs). During the year the
 Company earned net profit of Rs. 285.31 Lacs (previous year loss of Rs.
 66.49 Lacs).
 
 LISTING OF SHARES:
 
 The Board of Directors at its meeting held on 27th October, 2014
 allotted 1,90,80,000 equity shares of Rs. 10/- each, pursuant to the
 sanction of Scheme of Amalgamation of Monarch Research and Brokerage
 Private Limited (MRBPL) and Monarch Projects and Finmarkets Limited
 (MPFL) with the Company by the Hon''ble High Court of Gujarat and
 Hon''ble High Court of Judicature at Bombay. The shares are in process
 of listing on Stock Exchange.
 
 DIVIDEND:
 
 In order to conserve the resources for future business requirements,
 your Directors do not recommend dividend for the year under review.
 
 PUBLIC DEPOSITS:
 
 During the year under review, the Company has not accepted any deposits
 within the meaning of Section 73 and 76 of the Companies Act, 2013 read
 with Companies (Acceptance of Deposits) Rules, 2014.
 
 EXTRACT OF ANNUAL RETURN:
 
 An extract of Annual Return in Form MGT 9 is appended to this Report as
 Annexure - I
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL:
 
 In accordance with the provisions of Section 152 of the Companies Act,
 2013 read with Companies (Management & Administration) Rules, 2014 and
 Articles of Association of the Company, Mr. Vaibhav Shah, Managing
 Director of the Company, retires by rotation at the ensuing Annual
 General Meeting and being eligible, has offered himself for
 re-appointment.
 
 The Board of Directors of the Company appointed Mrs. Manju Bafna as an
 Additional (Executive) Director and Mr. Chetan Bohra as an Additional
 (Independent) Director of the Company for a period of three years and
 five years respectively w.e.f. 13th February, 2015, subject to approval
 of shareholders at the ensuing Annual General Meeting. The Company has
 received a notice along with requisite deposit from each of them under
 Section 160 of Companies Act, 2013 proposing their candidature for the
 office of Director of the Company.
 
 Your Board recommends their appointment / re-appointment of the above
 Directors.
 
 During the year under review, the following changes had taken place in
 the Board of Directors of the Company:
 
 Sr.  Name                    Designation        Date of Appointment
 No.                                             (During the year)
 
 1.    Mr.  Vaibhav Shah         Managing            1st December, 2014
                                 Director
 
 2.    Mr.  Mayukh Pandya        Independent         1st December, 2014
                                 Director
 
 3.    Mr.  Shailesh Desai       Independent         1st December, 2014
                                 Director
 
 4.    Mrs. Manju Bafna          Executive           13th February, 2015
                                 Director
 
 5.    Mr.  Chetan Bohra         Independent         13th February, 2015
                                 Director
 
 6.    Mr.  Randhir Singh        Executive           23rd June, 2014
       Sisodiya                  Director
 
 7.    Mr.  Praveen Toshniwal    Independent         NA
                                 Director
 
 8.    Mr.  Sanjay Motta         Independent         NA
                                 Director
 
 9.    Mr.  Mohit Agrawal        Independent         NA
                                 Director
 
 10.   Mr. Manish Ajmera         Executive  & CFO    NA
                                 Director
 
 Sr.  Name                       Date of Resignation
 No.
 
 1.    Mr.  Vaibhav Shah         NA
 
 
 2.    Mr.  Mayukh Pandya        NA
 
 
 3.    Mr.  Shailesh Desai       NA
 
 
 4.    Mrs. Manju Bafna          NA
 
 
 5.    Mr.  Chetan Bohra         NA
 
 
 6.    Mr.  Randhir Singh        w.e.f. closing hours of 1st December,
       Sisodiya                   2014
 
 7.    Mr.  Praveen Toshniwal    w.e.f. closing hours of 1st December,
                                  2014
 
 8.    Mr.  Sanjay Motta         w.e.f. closing hours of 1st December,
                                  2014
 
 9.    Mr.  Mohit Agrawal        w.e.f. closing hours of 1st December,
                                  2014
 
 10.   Mr. Manish Ajmera          w.e.f. closing hours of 23rd June,
                                  2014
 
 The Company has received declaration from all the Independent Directors
 of the Company confirming that they meet the criteria of independence
 as prescribed under sub-section (6) of Section 149 of the Companies
 Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock
 Exchange.
 
 Brief resume of the Directors proposed to be appointed/re-appointed as
 stipulated under Clause 49 of the Listing Agreement entered into with
 the Stock Exchange are given in the Notice convening 22nd Annual
 General Meeting.
 
 In accordance with the provisions of Section 203 of the Companies Act,
 2013 read with Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014, Mr. Ashok Bafna was appointed as Chief
 Financial Officer of the Company w.e.f. 13th February, 2015.
 
 During the year under review, Ms. Dipti Vira resigned from the post of
 Company Secretary & Compliance Officer of the Company w.e.f. 10th
 January, 2015. In accordance with the provisions of Section 203 of the
 Companies Act, 2013 read with Companies (Appointment and Remuneration
 of Managerial Personnel) Rules, 2014, Ms. Sophia Jain was appointed as
 Company Secretary & Compliance Officer w.e.f. 27th January, 2015.
 
 MEETINGS OF THE BOARD:
 
 The Board meets at regular intervals to discuss and decide on Company
 and business strategies. The notice of Board meeting is given well in
 advance to all the Directors of the Company. Usually, meetings of the
 Board are held in the registered office of the Company. The agenda of
 the Board / Committee meetings is circulated 7 (Seven) days prior to
 the date of the meeting.
 
 The Board met 11 (eleven) times during the year, the details of which
 are given in the Report on Corporate Governance. The intervening gap
 between the two consecutive meetings was within the period prescribed
 under the Companies Act, 2013 and the Listing Agreement
 
 ANNUAL PERFORMANCE EVALUATION BY THE BOARD:
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, a formal annual evaluation needs to be made by
 the Board of its own performance and that of its Committees and
 individual directors. Schedule IV of the Companies Act, 2013 states
 that the perfor- mance evaluation of the independent directors shall be
 done by the entire Board of Directors, excluding the director being
 evaluated. The Board works with the Nomination and Remuneration
 Committee to lay down the evaluation criteria.
 
 The Board has carried out an evaluation of its own performance, the
 directors individually as well as the evaluation of the working of its
 Audit, Committe, Nomination & Remuneration commities and Stakeholders
 Relationship Committees of the Company. The Board has devised question-
 naire to evaluate the performances of each of executive, non-executive
 and Independent Directors. Such questions are prepared considering the
 business of the Company and the expectations that the Board have from
 each of the Directors. The evaluation framework for assessing the
 performance of Directors comprises of the following key areas:
 
 i.  Attendance of Board Meetings and Board Committee Meetings;
 
 ii.  Quality of contribution to Board deliberations;
 
 iii. Strategic perspectives or inputs regarding future growth of
 Company and its performance;
 
 iv.  Providing perspectives and feedback going beyond information
 provided by the management.
 
 v.  Ability to contribute to and monitor our corporate governance
 practices
 
 COMMITTEES OF THE BOARD:
 
 There are currently three Committees of the Board, as follows:
 
 1. Audit Committee
 
 2. Stakeholders'' Relationship Committee
 
 3. Nomination and Remuneration Committee
 
 Details of all the Committees along with their charters, composition
 and meetings held during the year, are provided in the Report on
 Corporate Governance and forms part of this Annual Report.
 
 AUDIT COMMITTEE AND ITS COMPOSITION:
 
 The Audit Committee is duly constituted as per the provisions of
 Section 177 of the Companies Act, 2013 and Clause 49 of the Listing
 Agreement.  The composition of the Audit Committee is given in Report
 on Corporate Governance as required under Clause 49 of the Listing
 Agreement, which is annexed to this report.
 
 The Audit Committee of the Company reviews the reports to be submitted
 to the Board of Directors with respect to auditing and accounting
 matters.  It also supervises the Company''s internal control and
 financial reporting process.
 
 WHISTLE BLOWER POLICY:
 
 The Company has adopted a Vigil mechanism / Whistle blower Policy to
 deal with instance of fraud and mismanagement, if any The Company had
 established a mechanism for directors and employees to report concerns
 about unethical behavior, actual or suspected fraud, or violation of
 our Code of Conduct and Ethics. The mechanism also provides for
 adequate safeguards against victimization of directors and employees
 who avail of the mechanism and also provide for direct access to the
 Chairman of the Audit Committee in the exceptional cases. The details
 of the Vigil mechanism Policy is explained in the report of Corporate
 Governance and also posted on the website of the Company. We affirm
 that during the financial year 2014-15, no employee or director was
 denied access to the Audit Committee.
 
 REMUNERATION POLICY:
 
 Pursuant to provisions of Section 178 of the Companies Act, 2013 and
 Clause 49 of the Listing Agreement and on the recommendation of the
 Nomination and Remuneration Committee, the Board has adopted a Policy
 on criteria for appointment of Directors, Key Managerial Personnel,
 Senior Management and their remuneration. The salient features of the
 Remuneration Policy are stated in the Report on Corporate Governance
 which forms part of this Annual Report.
 
 RISKS AND AREAS OF CONCERN:
 
 The Company has laid down a well-defined Risk Management Policy to
 identify the risk, analyse and to undertake risk mitigation actions.
 The Board of Directors regularly undertakes the detailed exercise for
 identification and steps to control them through a well-defined
 procedure.
 
 DIRECTORS’ RESPONSIBILITY STATEMENT:
 
 As required under Section 134(3)(c) of the Companies Act, 2013 and
 according to the information and explanations received by the Board,
 your Directors state that:
 
 a.  in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures;
 
 b.  the directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the company at the end of the financial year and of the profit of
 the company for that period;
 
 c.  the directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities;
 
 d.  the directors have prepared the annual accounts on a going concern
 basis;
 
 e.  the directors have laid down internal financial controls to be
 followed by the company and that such internal financial controls are
 adequate and were operating effectively; and
 
 f.  the directors have devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were ad-
 equate and operating effectively.
 
 SUBSIDIARIES AND ASSOCIATE COMPANIES:
 
 The Company has 5 (five) Subsidiary Companies. During the year, the
 Board of Directors (‘the Board''), reviewed the affairs of the
 subsidiaries. In accordance with Section 129(3) of the Companies Act,
 2013, we have prepared consolidated financial statements of the Company
 and all its subsidiaries, which form part of the Annual Report.
 Further, a statement containing the salient features of the financial
 statement of our subsidiaries in the prescribed format AOC-1 is
 appended as Annexure II to the Board’s report. The statement also
 provides the details of performance, financial positions of each of the
 subsidiaries.
 
 The Company does not have any Joint Venture. During the year under
 review, Monarch Insurance Broking Private Limited, subsidiary of
 erstwhile Monarch Project and Finmarkets Limited has become subsidiary
 of the Company pursuant to sanction of Scheme of Amalgamation. Further,
 during the year under review, Networth Softtech Limited (NSL) has
 become associate company.
 
 In accordance with Section 136 of the Companies Act, 2013, the audited
 financial statements, including the consolidated financial statements
 and related information of the Company and audited accounts of each of
 its subsidiaries, are available on the Company''s website
 www.networthdirect.com.  These documents will also be available for
 inspection at the registered office of the Company and of the
 subsidiary companies during business hours on all working days and
 during the Annual General Meeting.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
 
 The details of loans, guarantee or investment under Section 186 of the
 Companies Act, 2013 and information required under clause 32 of Listing
 Agreement form part of Notes to the Financial Statements provided in
 this Annual Report.
 
 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
 
 All Related Party Transactions entered during the year were in the
 Ordinary Course of Business and on Arm''s Length basis. No Material
 Related Party Transactions, entered during the year by your Company as
 per Section 188 of the Companies Act, 2013 which require approval of
 the member. Accordingly, the disclosure of Related Party Transactions
 as required under Section 134(3) of the Companies Act, 2013 in Form
 AOC-2 is not applicable.
 
 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
 COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
 OPERATIONS IN FUTURE:
 
 There was no significant or material order passed by any regulator or
 court or tribunal, which impacts the going concern status of the
 Company or will have bearing on company’s operations in future.
 
 STATUTORY AUDITORS:
 
 M/s. Yogesh Thakker & Co., Chartered Accountants, Mumbai (Firm Regn.
 No. 111763W), submitted their resignation as Statutory Auditors of the
 Company on 26th June 2015. To fill the casual vacancy, the Board at its
 meeting held on 18th July, 2015 approved the appointment of M/s. Parekh
 Shah and Lodha, Chartered Accountants (Firm Regn. No. 107487W) as
 Statutory Auditors, subject to the approval of shareholders at the
 ensuing Annual General Meeting. M/s. Parekh Shah and Lodha has
 confirmed their eligibility and willingness to act as Statutory
 Auditors, if appointed, and the necessary certificate pursuant to
 Section 139(1) of the Companies Act, 2013 and rules made thereunder has
 been received from them.
 
 Pursuant to Section 139(8) of the Companies Act, 2013, M/s. Parekh Shah
 and Lodha shall hold office till the conclusion of the ensuing Annual
 General Meeting.
 
 In terms of the provisions of the Companies Act, 2013, any appointment
 of the Statutory Auditors in the casual vacancy arising as a result of
 resignation of an auditor, has to be approved by the Company at a
 general meeting within 3 months from the date of recommendation of the
 Board of Directors of the Company and the said office shall be held
 till the conclusion of the next Annual General Meeting. Hence, the
 Board of Directors proposes/recommends the appointment of M/s. Parekh
 Shah and Lodha, Chartered Accountants, as the Statutory Auditors of the
 Company to hold office till the conclusion of ensuing Meeting, subject
 to the approval of the members.
 
 In furtherance, it is hereby recommended to appoint M/s. Parekh Shah
 and Lodha, Chartered Accountants, Mumbai to hold office from the
 conclusion of 22nd Annual General Meeting till the conclusion of 26th
 Annual General Meeting to be held for the financial year ending 31st
 March, 2019 and to audit financial accounts of the Company for the
 financial years from 2015-16 to 2018-19.
 
 AUDITORS’ REMARKS:
 
 With respect to remark/ Observations or disclaimer made by the Auditors
 in their Report, we hereby state as under:
 
 1.  In connection to point no. 7 of Standalone and Consolidated
 Financial Statements for tax liability- There has been change in final
 tax liability in comparison to the provision made for income tax, but
 erroneously the benefit of carried forward losses or unabsorbed
 depreciation (whichever is less) on account of Amalgamation was not
 considered while finalizing the Accounts.
 
 2.  In connection point no. 9 and 10 related to Emphasis of Matter in
 Consolidated Financial Statements regarding going concern status and
 audit of the subsidiary and associate companies- The same are self
 explanatory
 
 INTERNAL AUDITOR:
 
 The Company has re- appointed M/s. Nautam Vakil & Co., Chartered
 Accountants, Ahmedabad as its Internal Auditor. The Internal Auditor
 has given his reports on quarterly basis to the Audit Committee.
 
 Based on the report of internal audit, management undertakes corrective
 action in the respective areas and strengthens the levels of Internal
 Financial and other operational controls.
 
 INTERNAL FINANCIAL CONTROL:
 
 The Board has adopted policies and procedures for efficient conduct of
 business. The Audit Committee evaluates the efficacy and adequacy of
 financial control system in the Company, its compliance with operating
 systems, accounting procedures and policies at all locations of the
 Company and strives to maintain the Standard in Internal Financial
 Control.
 
 SECRETARIAL AUDIT REPORT:
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013,
 the Secretarial Audit Report received from M/s. Manish Ghia &
 Associates, Practising Company Secretaries, Mumbai is provided in
 Annexure III and forms part of this Annual report.
 
 STOCK EXCHANGE:
 
 The Equity Shares of the Company are listed at BSE Limited. The Company
 has paid the Annual listing fees for the year 2015-16 to the said Stock
 Exchange.
 
 CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
 
 Pursuant to the provisions of Clause 49 of the Listing Agreement
 entered into with the BSE Limited, the following have been made a part
 of the Annual Report:
 
 • Management Discussion and Analysis
 
 • Report on Corporate Governance
 
 • Certificate regarding compliance of conditions of Corporate
 Governance
 
 INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
 
 The Company has zero tolerance for sexual harassment at workplace and
 adopted a Policy on prevention, prohibition and redressal of sexual
 harassment at workplace in line with the provisions of the Sexual
 Harassment of Women at Workplace (Prevention, Prohibition and
 Redressal) Act, 2013 and the Rules thereunder. There was no complaint
 on sexual harassment during the year under review.
 
 PARTICULARS OF REMUNERATION:
 
 Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1)
 of the Companies (Appointment and Remuneration of Managerial personnel
 Rules, 2014, details of the ratio of remuneration of each Director to
 the median employee’s remuneration are appended to this report as
 Annexure IV.
 
 During the year under review, no employee was in receipt of
 remuneration exceeding the limits as prescribed under provisions of
 Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of
 Companies (Appointment and Remuneration of Managerial Personnel) Rules,
 2014.
 
 PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule
 8 of the Companies (Accounts) Rules, 2014, details regarding
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo for the year under review are as follows:
 
 A.  Conservation of Energy
 
 a.  Steps taken or impact on conservation of energy - The Operations of
 the Company do not consume energy intensively. However, the Company
 continues to implement prudent practices for saving electricity and
 other energy resources in day-to-day activities.
 
 b.  Steps taken by the Company for utilizing alternate sources of
 energy - Though the activities undertaken by the Company are not energy
 intensive, the Company shall explore alternative sources of energy, as
 and when the necessity arises.
 
 c.  The capital investment on energy conservation equipment - Nil
 
 B.  TECHNOLOGY ABSORPTION
 
 a.  The efforts made towards technology absorption - The Company
 continues to take prudential measures in respect of technology
 absorption, adaptation and take innovative steps to use the scarce
 resources effectively.
 
 b.  The benefits derived like product improvement, cost reduction,
 product development or import substitution- Not Applicable
 
 c.  In case of imported technology (imported during the last three
 years reckoned from the beginning of the financial year) - Not
 Applicable
 
 d.  The expenditure incurred on Research and Development - Not
 Applicable
 
 The Particulars of Foreign Exchange and Outgo for the year under review
 are as follows:
 
                                                           (Rs. in Lacs)
 
 Particulars                   Year ended 31st        Year ended 31st
                               March 2015             March 2014
 
 Foreign exchange earning            Nil                    0.10
 
 Foreign exchange Outgo              Nil                    Nil
 
 ACKNOWLEDGEMENT:
 
 Your Directors wish to place on record their gratitude and deep
 appreciation for the continued support and co-operation received by the
 Company from the shareholders, company''s clients, suppliers, bankers
 and employees and look forward for their continued support in the
 future as well.
 
                           For and on behalf of the Board of Directors
 
 Place: Mumbai
 Date: 14thAugust, 2015
 
                                 Vaibhav Shah         Manju Bafna
                                 Managing Director    Executive Director
 
 
 
 
Source : Dion Global Solutions Limited
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