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Monarch Networth Capital Ltd.

BSE: 511551 Sector: Financials
NSE: N.A. ISIN Code: INE903D01011
BSE 00:00 | 19 Oct 138.10 -4.90






NSE 05:30 | 01 Jan Monarch Networth Capital Ltd
OPEN 140.00
52-Week high 162.40
52-Week low 21.85
P/E 12.59
Mkt Cap.(Rs cr) 429
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 140.00
CLOSE 143.00
52-Week high 162.40
52-Week low 21.85
P/E 12.59
Mkt Cap.(Rs cr) 429
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Monarch Networth Capital Ltd. (MONARCHNETWORTH) - Director Report

Company director report


The Members

Monarch Net worth Capital Limited

On behalf of the Board of Directors (the "Board") it gives me great pleasureto present the 27th 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 onMarch 31 2020.


The standalone and consolidated financial statements for the financial year ended March31 2020 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:


Standalone Year ended

Consolidated Year ended

31st March 2020 31st March 2019 31st March 2020 31st March 2019
Revenue & other Income 6218.22 7282.77 7043.90 7820.41
Finance Cost 387.28 229.48 786.12 477.54
Depreciation & Amortization Expenses 88.23 93.23 88.23 93.23
Profit before Tax 216.75 1533.66 351.85 1494.26
Tax Expenses:
Short & Excess Tax Provision 3.90 14.57 4.17 32.72
Current Tax 63.14 416.22 94.58 424.77
Deferred tax 10.10 22.60 11.41 24.02
Mat Receivable 16.64 (292.70) 16.64 (292.70)
Net profit for the year 122.97 1372.97 225.05 1305.45
Other comprehensive (loss)/income for the year (34.20) (25.38) (34.22) (25.40)
Total comprehensive income for the year 88.77 1347.59 190.94 1279.86
Total comprehensive income for the period attributable to:
Minority Interest - - 0.11 (0.19)
Share of Profit/(Loss) from Associates - - - -
- Basic 0.29 4.34 0.61 4.12
- Diluted 0.29 4.34 0.61 4.12

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

Standalone Year ended

Consolidated Year ended

Particulars 31st March 2020 31st March 2019 31st March 2020 31st March 2019
(a) Broking & Others
1) Broking 5250.72 6019.73 5463.68 6162.32
2) Financial Products Distribution 49.94 68.17 49.93 68.17
3) Merchant Banking Income 58.6 256.95 58.6 256.95
4) Advisory Income 101.74 13.39 101.74 13.39
5) Others (Un-allocated) 757.22 924.53 343.21 640.79
b) Non Banking financial business - - 930.42 583.98
c) Insurance business - - 96.32 94.81
TOTAL 6218.22 7282.77 7043.90 7820.41


The COVID-19 outbreak was declared a global pandemic by the World Health Organizationin the last month of FY 2020 the COVID-19 pandemic developed rapidly into a global crisisand has disrupted every business in every industry and no company is an exception. TheIndian Government has taken a series of measures to contain the outbreak which includedimposing multiple 'lock-downs' across the country from March 22 2020 and has implementedstrict guidelines on undertaking necessary precautionary measures for social distancinglimited manpower staggered working work from home regular screening and sanitizationpreventive healthcare health checkups and necessary guidance and advisory for providing asafe working environment to all.

Though classified under the exempted category the company also faced businessinterruption on account of the lockdown and was able to continue only limited operationsduring the lockdown period with large number of employees opting to stay at home in termsof the Government advisory non-availability of transport for mobility and other relatedreasons.

Notwithstanding the odds the focus of the Company immediately shifted to ensure thehealth and well-being of all employees by carrying out its operations with the help ofminimum staff as permitted besides strictly following the advisory/guidelines ofGovernment particularly for social distancing sanitizing of persons and premises andmajority of its staff working from home and on minimizing disruption to services for allour customers. This response has reinforced customer confidence in MNCL and many of themhave expressed their appreciation and gratitude for keeping businesses running under mostchallenging conditions.

Since the situation is exceptional it may not be possible to estimate the futureimpact on its operations with certainty.


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


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


The Equity Shares of the Company are listed at BSE Limited. The Company has paid theAnnual listing fees for the year 20192020 to the said Stock Exchange.


As on March 31 2020 the Board comprised of two Executive Directors- Mr. VaibhavJayantilal Shah- Managing Director and Ms. Manju Suresh Bafna- Whole -Time Director andonly One Non-Executive Independent Director due to demise of one of the Non-ExecutiveIndependent Director of the company. Thereafter on 17th April 2020 and 20th August 2020the company has appointed Non-Executive Independent Directors. The Company has receivednecessary declarations from the Independent Directors stating that they meet theprescribed criteria for independence. Based on the confirmations/disclosures received fromthe Directors under Section 149(7) of the Companies Act 2013 and Regulation 25 of SEBI(LODR) Regulations 2015 and on evaluation of the relationships disclosed the followingNon-Executive Directors are considered as Independent Directors:

a) Mr. Chetan Bohra

b) Mr. Sathish Kumar

c) Ms. Avni Chouhan


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.


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


Pursuant to the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mr. Vaibhav Shah (DIN: 00572666) retires by rotation and being eligible hasoffered himself for re-appointment.

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

Further to the above below changes took place in directorship/ KMP took place upto thedate of this report:

1. Mr. Gaurav Bhandari has been appointed as Chief Executive Officer of the Companyw.e.f. 10th June 2019.

2. Mr. Ashok Bafna having DIN 01431472 has resigned from the post of Chief FinancialOfficer of the Company w.e.f. 13th February 2020 and has been appointed as ExecutiveDirector (Whole Time Director) of the Company w.e.f. 20th August 2020.

3. Mr. Tarak Shah has been appointed as Chief Financial Officer of the Company w.e.f.14th February 2020.

4. Mr. Sathish Kumar having DIN 08735238 has been appointed as Independent Director ofthe Company has w.e.f. 17th April 2020.

5. Ms. Avni Chouhan having DIN 08716231 has been appointed as Independent Director ofthe Company has w.e.f. 20th August 2020.

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 27th Annual General Meeting.

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 link conduct.


The Board met 8 (Eight) times during the financial year 2019-20 i.e. on 26th April2019 30th May 2019 14th June 2019 14th August 2019 03rd September 2019 14thNovember 2019 15th January 2020 and 14th February 2020. The maximum interval betweenany two meetings did not exceed 120 days.


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.


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.


Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act 2013 extract ofthe Annual Return as on March 312020 in form MGT-9 is enclosed as Annexure - I tothis report further the same is also available on the website of the Company viz.


The Company has 4 (Four) Subsidiary Companies and 1 (One) Associate Companies as on31st March 2020. 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 2020 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. investor-relation-policy Further inaccordance with Section 136 of the Companies Act 2013 the audited financial statementsincluding the consolidated financial statements and related information of the Company andaudited accounts of each of its subsidiaries are available on the Company's website 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.


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.


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.


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.


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.


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.


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:;

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 applicable to the Company. Furtherdisclosure of transactions with related parties is set out as part of the financialstatements.


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 at 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.


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 exceptionalcases. The details of the Vigil mechanism Policy is explained in the report of CorporateGovernance and also posted on the website of the Company at policy. We affirm thatduring the financial year 2019-20 no employee or director was denied access to the AuditCommittee.


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 the Company -


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 - policy.

Your Directors further state that during the fiscal year 2019-20 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


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.


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.


The Company has re-appointed M/S. Rushil Soni & Co. Chartered AccountantsAhmedabad as its Internal Auditor vide Board Meeting dated 30th May 2019. 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.


At the 26th Annual General Meeting of the Company held on 30th September 2019 M/s.Parekh Shah and Lodha Chartered Accountants Mumbai (having FRN: 107487W) werere-appointed as Statutory Auditors of the Company to hold office for a second term of fiveconsecutive years upto the conclusion of 31st Annual General Meeting to be held in theyear 2024.

The Auditor's Report for the year ended 31st March 2020 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.


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 31 2020 is enclosed as Annexure VII tothis Report.


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

The Particulars of Foreign Exchange Earning and Outgo for the year under review are asfollows:

Particulars Year ended 31st March 2020 Year ended 31st March 2019
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil


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)and as per Scheme of Amalgamation wholly owned subsidiary company- Networth InsuranceBroking Private Limited Networth Wealth Solution Limited subsidiary company- MonarchNetworth Comtrade Limited and Associate Company- Networth SoftTech Limited (TransferorCompanies) has been amalgamated with the Company (Transferee Company) with effect fromappointed date viz. April 1 2017.

As a result of the group restructuring and implementation of the aforesaid Schemesthese Transferor Companies stand dissolved without winding up.

b. Share capital:

• Increase in authorized share capital

During the financial year under review the Authorised Share Capital of the Company hasbeen increased as under by virtue of order dated 09th May 2019 by Hon'ble NationalCompany Law Tribunal (NCTL) approving the Scheme of Amalgamation:

Share Capital

Pre amalgamation

Post amalgamation

No. of shares Amount (INR) No. of shares Amount (INR)
Authorized Share Capital
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

• Increase in paid up share capital:

In terms of Scheme the Company has issued and allotted equity shares to theshareholders of Networth Softtech Limited and Monarch Networth Comtrade Limited in theratio of 13 Equity shares of face value of Rs.10/- (Rupees Ten) each in Transferee Companyfor every 100 (One Hundred) Equity shares and 28 Equity shares of face value of Rs. 10/-(Rupees Ten) each in Transferee Company for every 100 (One Hundred) Equity shares held inTransferor Companies respectively.

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 as onthe date is as under:

Pre amalgamation

Post amalgamation

Share Capital 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


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.


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.

Your Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

Your Directors appreciate and value the contribution made by every member of the MNCLfamily.

For and on behalf of the Board of Directors

Sd/- Sd/-
Place : Mumbai Vaibhav Shah Manju Bafna
Date : 07th September 2020 Managing Director Chairman cum Whole-Time Director