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Monarch Networth Capital Ltd.

BSE: 511551 Sector: Financials
NSE: N.A. ISIN Code: INE903D01011
BSE 00:00 | 10 Aug 24.00 -0.80
(-3.23%)
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NSE 05:30 | 01 Jan Monarch Networth Capital Ltd
OPEN 23.65
PREVIOUS CLOSE 24.80
VOLUME 8151
52-Week high 31.50
52-Week low 14.20
P/E 58.54
Mkt Cap.(Rs cr) 75
Buy Price 24.00
Buy Qty 84.00
Sell Price 25.40
Sell Qty 20.00
OPEN 23.65
CLOSE 24.80
VOLUME 8151
52-Week high 31.50
52-Week low 14.20
P/E 58.54
Mkt Cap.(Rs cr) 75
Buy Price 24.00
Buy Qty 84.00
Sell Price 25.40
Sell Qty 20.00

Monarch Networth Capital Ltd. (MONARCHNETWORTH) - Director Report

Company director report

To

The Members

Monarch Networth Capital Limited.

On behalf of the Board of Directors (the "Board") it gives me great pleasureto present the 26th Board's Report of your Company along with the Balance SheetStatement of Profit and Loss and Statement of Cash Flow for the financial year ended March31 2019.

financial performance:

The standalone and consolidated financial statements for the financial year ended March31 2019 forming part of this Annual Report have been prepared in accordance with theIndian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of the financial performance of the Company is summarized below:

(INR. in Lakhs)
Particulars

Standalone Year ended

Consolidated Year ended

Year ended 31st March 2019 Year ended 31st March 2018 Year ended 31st March 2019 Year ended 31st March 2018
Revenue & other Income 7084.62 8556.07 7622.26 9440.55
Finance Cost 229.47 203.72 477.55 684.84
Depreciation & Amortization Expenses 93.23 89.59 93.23 89.59
Profit before Tax 1533.66 1942.38 1494.27 2152.76
Tax Expenses:
Short & Excess Tax Provision 14.57 14.70 32.72 14.17
Current Tax 416.22 433.50 424.77 473.50
Deferred tax 22.60 19.35 24.02 20.87
Mat Receivable (292.70) (244.00) (292.70) (244.00)
Net profit for the year 1372.97 1718.83 1305.46 1888.22
Other comprehensive (loss)/income for the year (25.38) (48.99) (25.38) (48.99)
Total comprehensive income for the year 1347.59 1669.84 1279.88 1838.24
Total comprehensive income for the period attributable to:
Minority Interest - - - -
Share of Profit/(Loss) from Associates - - - -
EPS:
- Basic 4.34 5.38 4.12 5.92
- Diluted 4.34 5.38 4.12 5.92

Note: The Financial Highlights for FY 2018-19 and FY 2017-18 are after givingeffect to the merger of erstwhile Networth Insurance Broking Pvt Ltd (NIBPL) NetworthWealth Solution Ltd (NWSL) Monarch Networth Comtrade Ltd (MNCTL) and Networth SoftTechLtd (NSL) pursuant to the Scheme of Amalgamation with effect from the Appointed Date i.e.01st April 2017 therefore the figures have been accordingly recasted.

Key highlights of the Segment wise financial performance is summarized below:

(INR. in Lakhs)
Particulars

Standalone Year ended

Consolidated Year ended

31st March 2019 31st March 2018 31st March 2019 31st March 2018
1) Broking 5962.13 7799.97 5961.64 7781.53
2) Wealth Management 71.03 77.72 71.03 77.72
3) Non Banking financial business - - 583.98 832.86
4) Merchant Banking Income 220.29 87.80 220.29 87.80
5) Insurance Business - - 94.81 38.47
6) Other (Un-allocated) 831.16 590.57 690.51 622.16

DIVIDEND:

In order to conserve the resources for future business requirements your Directors donot recommend dividend for the year under review.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve.

stock exchange:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid theAnnual listing fees for the year 20182019 to the said Stock Exchange.

BOARD OF DIRECTOR'S

As on March 31 2019 the Board comprised of two Executive Directors- Mr. VaibhavJayantilal Shah- Managing Director and Mrs. Manju Suresh Bafna- Whole -Time Director andThree Non-Executive Independent Director's. out of which one director i.e. Shailesh Desaihas resigned. The Company has received necessary declarations from the IndependentDirectors stating that they meet the prescribed criteria for independence. Based on theconfirmations/disclosures received from the Directors under Section 149(7) of theCompanies Act 2013 and on evaluation of the relationships disclosed the followingNon-Executive Directors are considered as Independent Directors:

a) Mr. Mayukh Pandya

b) Mr. Chetan Bohra

declarartion by independent directors:

The Company has received necessary declaration from all the Independent Directors ofthe Company under sub-section (7) of Section 149 of the Companies Act 2013 confirmingthat they meet the criteria of independence as prescribed under sub-section (6) of Section149 of the Companies Act 2013 and Regulation 25 of the SEBI (Listing and ObligationDisclosure Requirements) Regulations 2015.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as:

i. Board dynamics and relationships

ii. Information flows

iii. Decision-making

iv. Relationship with stakeholders

v. Company performance and strategy

vi. Tracking Board and committee's effectiveness

vii. Peer evaluation

Pursuant to the provisions of the Companies Act 2013 a formal annual evaluation needsto be made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof the independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The Board works with the nomination and remuneration committeeto lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Committee Nomination& Remuneration Committee and Stakeholders Relationship Committees of the Company. TheBoard has devised questionnaire to evaluate the performances of each of executivenon-executive and Independent Directors. Such questions are prepared considering thebusiness of the Company and the expectations that the Board have from each of theDirectors. The evaluation framework for assessing the performance of Directors comprisesof 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 itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement.

v. Ability to contribute to and monitor our corporate governance practices

DIRECTOR'S AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Ms. Manju Bafna (DIN: 01459885) retires by rotation and being eligible hasoffered herself for re-appointment.

Your Board recommend's re-appointment of the above Director.

Additional Information on directors recommended for appointment/re-appointment asrequired under Regulation 36 (3) of the SEBI (Listing and Obligation DisclosureRequirements) Regulations 2015 at ensuing Annual General Meeting is given in the Noticeconvening 26th Annual General Meeting.

Further to the above Mr. Shailesh Desai Independent Director of the Company hasresigned w.e.f. 1st April 2019 due to his preoccupation. Also the Board appointed Ms.Rupali Verma as Company Secretary of the Company w.e.f. 7th January 2019 in place of Ms.Sophia Jain who has resigned from the post of Company Secretary w.e.f. 5th January 2019.

The Company has formulated code of conduct on appointment of directors and seniormanagement. This code of conduct can be accessed on the website of the Company at the linkhttps://www.mnclgroup.com/investor-relation/investor-relation-code-of- conduct

MEETINGS OF THE BOARD:

The Board met 12 (Twelve) times during the financial year 2018-19 i.e. on 07th April2018 30th May 2018 18th June 2018 09th August 2018 14th August 2018 03rdSeptember 2018 22nd October 2018 14th November 2018 04th January 2019 07thJanuary 2019 12th February 2019 and 18th March 2019. The maximum interval between anytwo meetings did not exceed 120 days.

COMMITTEES OF THE BOARD:

There are currently four Committees of the Board as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance and forms part of thisAnnual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act 2013 and according to theinformation and explanations received by the Board your Directors state that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act 2013 extract ofthe Annual Return as on March 31 2019 in form MGT-9 is enclosed as Annexure - I tothis report.

SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES:

Upon implementation of the Schemes effective from the Appointed date i.e 01st April2017 the Company now has 3 (Three) Subsidiary Companies and 1 (One) Associate Companiesas on 31st March 2019. The Company does not have any Joint Venture.

During the year the Board of Directors ('the Board') reviewed the affairs of thesubsidiaries. In accordance with Section 129(3) of the Companies Act 2013 we haveprepared consolidated financial statements of the Company and all its subsidiaries whichform part of the Annual Report. Further a report on the performance and financialposition of each of the Company's subsidiaries joint ventures and associate companies forthe financial year ended March 31 2019 in Form AOC 1 is attached and marked as Annexure- II and forms part of this report.

The policy on material subsidiary is available on the Company's website viz.https://www.mnclgroup.com/investor-relation/ investor-relation-policy

Further in accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of its subsidiaries are availableon the Company's websitehttps://www.mnclgroup.com/investor-relation/investor-relation-financials-annual-reports.These documents will also be available for inspection at the registered office of theCompany and of the subsidiary companies during business hours on all working days andduring the Annual General Meeting.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial personnel Rules 2014 details ofthe ratio of remuneration of each Director to the median employee's remuneration areappended to this report as Annexure - III.

During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report which gives a detailedaccount of state of affairs of the Company's operations forms part of this Annual Reportas Annexure - IV.

CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance. Corporategovernance principles are enshrined in the Spirit of Monarch Networth which form the corevalues of the Company. These guiding principles are also articulated through the Company'scode of business conduct Corporate Governance guidelines charter of varioussub-committees and disclosure policy. As per regulation 34 read with Schedule V of ListingObligations and Disclosure Requirements Regulations 2015 LODR a separate section oncorporate governance practices followed by your Company together with a certificate fromVKM & Associates Practising Company Secretaries on compliance with corporategovernance norms under the Listing Regulations is provided as Annexure - V to thisAnnual Report.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from public and as such no amount onaccount of principal or interest on public deposits was outstanding as on the date of thebalance sheet.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Pursuant to Section 186 of Companies Act 2013 and Schedule V of the ListingRegulations disclosure on particulars relating to loans advances guarantees andinvestments are provided as part of the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has historically adopted the practice of undertaking related partytransactions only in the ordinary and normal course of business and at arm's length aspart of its philosophy of adhering to highest ethical standards transparency andaccountability. In line with the provisions of the Companies Act 2013 and the ListingRegulations the Board has approved a policy on related party transactions. An abridgedpolicy on related party transactions has been placed on the Company's website: https://www.mnclgroup.com/investor-relation/investor-relation-policy;

All Related Party Transactions are placed on a quarterly basis before the AuditCommittee and before the Board for approval. Prior omnibus approval of the Audit and theBoard is obtained for the transactions which are of a foreseeable and repetitive nature.

All Related Policy Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. No Material Related Party Transactions entered duringthe year by your Company as per Section 188 of the Companies Act 2013 which requireapproval of the member. Accordingly the disclosure of Related Party Transactions asrequired under Section 134(3) of the Companies Act 2013 in Form AOC-2 is not applicableto the Company. Further disclosure of transactions with related parties is set out as partof the financial statements.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy of the Company indicating the activities tobe undertaken by the Company which has been approved by the Board. The CSR Policy may beaccessed on the Company's website athttps://reports.dionglobal.in/mnclgroupadmin/IR_Reports/CSR_ Policy_09082018_110752.pdf

The report on Corporate Social Responsibility initiatives as required under Companies(Corporate Social Responsibility Policy) Rules 2014 is given as Annexure - VI.

WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism/Whistle blower Policy to deal with instanceof fraud and mismanagement if any. The Company had established a mechanism for directorsand employees to report concerns about unethical behavior actual or suspected fraud orviolation of our Code of Conduct and Ethics. The mechanism also provides for adequatesafeguards against victimization of directors and employees who avail of the mechanism andalso provide for direct access to the Chairman of the

Audit Committee in the exceptional cases. The details of the Vigil mechanism Policy isexplained in the report of Corporate Governance and also posted on the website of theCompany at https://www.mnclgroup.com/investor-relation/investor-relation- policy We affirmthat during the financial year 2018-19 no employee or director was denied access to theAudit Committee.

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act 2013 and SEBI (Listing andObligation Disclosure Requirements) Regulations 2015 and on the recommendation of theNomination and Remuneration Committee the Board has adopted a Policy on criteria forappointment of Directors Key Managerial Personnel Senior Management and theirremuneration. The salient features of the Remuneration Policy are stated in the Report onCorporate Governance which form's part of this Annual Report and also hosted on thewebsite of theCompany-https://www.mnclgroup.com/investor-relation/investor-relation-policy

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

Your Company recognizes its responsibility and continues to provide a safe workingenvironment for women free from sexual harassment and discrimination. In Compliance withthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 the Company has put in place a Policy on prevention of Sexual Harassment of Women atworkplace. The policy can be accessed on the website of the Company at the link -https://www.mnclgroup.com/investor-relation/investor-relation- policy.

Your Directors further state that during the fiscal year 2018-19 there were nocomplaints received pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The following is reported pursuant to Section 22 ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013:

a) Number of complaints filed during the financial year: Nil

b) Number of complaints disposed of during the financial year: Nil

c) Number of complaints pending as on end of the financial year: Nil

d) Number of workshops or awareness programme against sexual harassment carried out:The Company has conducted an online training for creating awareness against the sexualharassment against the women at work place.

e) Nature of action taken by the employer or district officer: Not applicable

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the riskanalyse and to undertake risk mitigation actions. The Board of Directors regularlyundertakes the detailed exercise for identification and steps to control them through awell-defined procedure.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

INTERNAL AUDITOR:

The Company has re-appointed M/S. Akshay Mohnot & Co Chartered AccountantsAhmedabad as its Internal Auditor vide Board Meeting dated 07th April 2018. The InternalAuditor has given his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit management undertakes corrective action in therespective areas and strengthens the levels of Internal Financial and other operationalcontrols.

STATUTORY AUDITORS:

The term of office of M/s. Parekh Shah and Lodha Chartered Accountants Mumbai (havingFRN: 107487W) were appointed as Statutory Auditors of the Company to hold office upto theconclusion of 26th Annual General Meeting. The Board of Directors of the Company havesubject to approval of the Members on recommendation of the Audit Committee recommendedfor the reappointment of M/s. Parekh Shah and Lodha Chartered Accountants Mumbai (havingFRN: 107487W) as the Statutory Auditors at the ensuing Annual General Meeting for a periodof five years i.e. to hold office from the conclusion of Twenty Sixth Annual GeneralMeeting of the Company till the conclusion of Thirty First Annual General Meeting of theCompany to be held in the year 2024.

A resolution proposing reappointment of M/s. Parekh Shah and Lodha CharteredAccountants as Statutory Auditors of the Company pursuant to Section 139 of the CompaniesAct 2013 forms part of the Notice.

The Auditor's Report for the year ended 31st March 2019 does not contain anyqualification reservation or adverse remark. Pursuant to provisions of Section 143(12) ofthe Companies Act 2013 the Statutory Auditors have not reported any incident of fraud tothe Audit Committee during the year under review. The Auditor's Report is enclosed withFinancial Statements in this Annual Report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has appointed Mr.Vijay Kumar Mishra Partner VKM & Associates a firm of Company Secretaries inPractice to conduct Secretarial Audit of the Company. The Report of the Secretarial Auditin Form MR-3 for the financial year ended March 312019 is enclosed as Annexure VII tothis Report. There are qualifications reservations or adverse remarks made by theSecretarial Auditor in his report which is stated below:

SECRETARIAL AUDITOR'S REMARKS:

During the year under review NSE has charged penalty of Rs.35 lacs for diversion ofclient's funds and their securities.

Management Comment:

With respect to the Remark(s)/Observations or disclaimer made by the SecretarialAuditors in their Report we hereby state that we have filed Review Application for thesame on 25th April 2019 and to hearing have been conducted on 1st August 2019 and 26thAugust 2019 by Member Select Committee of NSE and final order is awaited.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies act 2013 read with Rule 8 of theCompanies (accounts) rules 2014 details regarding the Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo for the year under review are asfollows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company donot consume energy intensively. However the Company continues to implement prudentpractices 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 theactivities undertaken by the Company are not energy intensive the Company shall explorealternative 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 takeprudential measures in respect of technology absorption adaptation and take innovativesteps to use the scarce resources effectively.

b. The benefits derived like product improvement cost reduction product developmentor import substitution- Not Applicable

c. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable TheParticulars of Foreign Exchange Earning and Outgo for the year under review are asfollows:

(Figures in INR)
Particulars Year ended 31st March 2019 Year ended 31st March 2018
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil

SCHEMES OF AMALGAMATION:

As part of the group restructuring the Scheme of Amalgamation between NETWORTHINSURANCE BROKING PRIVATE LIMITED ('NIBPL' or 'the Transferor Company 1') NETWORTHSOFTTECH LIMITED ('NSL' or 'the Transferor Company2') NETWORTH WEALTH SOLUTIONS LIMITED('NWSL' or 'the Transferor Company 3') MONARCH NETWORTH COMTRADELIMITED ('MNCTL' or 'theTransferor Company 4') with the Company and their respective shareholders have beenapproved by the National Company Law Tribunal ("NCLT") and have been giveneffect to from the Appointed Date i.e. 01st April 2017.

As a result of the group restructuring and implementation of the aforesaid Schemes theTransferor Companies stand dissolved without winding up. Further in terms of Scheme theCompany has issued and allotted equity shares to the shareholders of Networth SofttechLimited and Monarch Networth Comtrade Limited in the ratio of 13 Equity shares of facevalue of Rs.10/- (Rupees Ten) each in Transferee Company for every 100 (One Hundred)Equity shares and 28 Equity shares of face value of Rs.10/- (Rupees Ten) each inTransferee Company for every 100 (One Hundred) Equity shares held in Transferor Companiesrespectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANYOCCURRED

between the end of the financial year and the date of this report:

During the year under review and up to the date of this Report certain materialchanges took place the details of which together with their rationale are as under:

a. Amalgamation/Merger:

Pursuant to order dated 09th May 2019 of Hon'ble National Company Law Tribunal (NCTL)our wholly owned subsidiary company- Networth Insurance Broking Pvt Ltd Networth WealthSolution Ltd our subsidiary company- Monarch Networth Comtrade Ltd and Associate Company-Networth SoftTech Ltd has been amalgamated with the Company with effect from appointeddate viz. April 1 2017.

b. Increase in authorized share capital:

The Authorised Share Capital of the Company has been increased as under by virtue oforder dated 09th May 2019 of Hon'ble National Company Law Tribunal (NCTL) approving theScheme of Amalgamation:

Share Capital

Pre amalgamation

Post amalgamation

No. of shares uthorized Share Amount (INR) Capital No. of shares Amount (INR)
a
500000 - 6% Cumulative Redeemable Preference Shares of INR. 100/- Each 500000 50000000 500000 50000000
6000000 Redeemable Preference Shares of INR. 10/- each 6000000 60000000 6000000 60000000
Equity Shares of INR 10/- Each 30500000 305000000 54000000 540000000
Total 37000000 415000000 60500000 650000000

c. increase in paid up share capital:

Pursuant to approval of scheme the Company has alloted 737918 (Seven Lacs ThirtySeven Thousand Nine Hundred Eighteen Only) fully paid up Equity Shares of face value ofRs. 10/- each to the equity shareholders of Transferor Companies as per the Share ExchangeRatio in terms of the Scheme. Accordingly the paid-up share capital of the Company willget increased to 31049518 (Three Crores Ten Lacs Forty Nine Thousand Five HundredEighteen only) Equity Shares of Rs. 10/- (Rupees Ten only) and the revised IssuedSubscribed and Paid-up Share Capital of the Company will be as under:

Share Capital

Pre amalgamation

Post amalgamation

No. of shares Amount (INR) No. of shares Amount (INR)
Issued Subscribed and Paid-up Share Capital
Equity Shares of INR10/- Each 30311600 303116000 31049518 310495180
Total 30311600 303116000 31049518 310495180

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and deep appreciation for thecontinued support and co-operation received by the Company from the shareholderscompany's clients suppliers bankers business partners/ associates financialinstitutions and employees and look forward for their continued support in the future aswell.

For and on behalf of the Board of Directors

Sd/- Sd/-
Place: Mumbai Vaibhav Shah Manju Bafna
Date: 03rd September 2019 Managing Director Chairman cum Whole-Time Director