The Directors present the 19th Annual Report together with the Audited
Financial Statements of your Company for the financial year ended 31st
Particulars For the
Year ended For the
2012 31st March,
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)
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
In view of the losses suffered by the Company, your Directors do not
recommend any dividend for the year under review.
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
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.
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
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.
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.
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.
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
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.
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