The Directors present the 20th Annual Report together with the Audited
Financial Statements of your Company for the financial year ended 31st
Particulars For the
Year ended For the
2013 31st March,
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)
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.
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.
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
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.
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
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
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.
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.
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.
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
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
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.
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
Place: Mumbai Manish AJmera Suresh P-Jain
Date : 13th November, 2013 Executive Director & CFO Chairman