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Networth Stock Broking Directors Report, Networth Stock Reports by Directors
Networth Stock Broking
BSE: 511551|ISIN: INE903D01011|SECTOR: Finance - Investments
Apr 16, 17:00
-0.75 (-4.49%)
VOLUME 3,871
Networth Stock Broking is not listed on NSE
Download Annual Report PDF Format 2013 | 2011 | 2010
Directors Report Year End : Mar '13    Mar 12
Dear Members,
 The Directors present the 20th Annual Report together with the Audited
 Financial Statements of your Company for the financial year ended 31st
 March 2013.
 Financial Highlights
                                                    (Rs.in lacs)
 Particulars                           For the 
                                       Year ended    For the 
                                                     Year ended
                                       31st March, 
                                       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)
 Financial Performance 
 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
 irregularities; and
 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.
 Public Deposits
 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
 Auditors'' Remarks
 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.
 Corporate Governance
 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.
 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
 Agrawal, 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 (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
 as aforesaid.
 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
 of Amalgamation
 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
Source : Dion Global Solutions Limited
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