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Munoth Capital Markets Ltd.

BSE: 511200 Sector: Financials
NSE: N.A. ISIN Code: INE910G01027
BSE 00:00 | 30 Aug Munoth Capital Markets Ltd
NSE 05:30 | 01 Jan Munoth Capital Markets Ltd
OPEN 63.20
PREVIOUS CLOSE 63.20
VOLUME 1
52-Week high 63.20
52-Week low 63.20
P/E
Mkt Cap.(Rs cr) 57
Buy Price 0.00
Buy Qty 0.00
Sell Price 63.20
Sell Qty 25.00
OPEN 63.20
CLOSE 63.20
VOLUME 1
52-Week high 63.20
52-Week low 63.20
P/E
Mkt Cap.(Rs cr) 57
Buy Price 0.00
Buy Qty 0.00
Sell Price 63.20
Sell Qty 25.00

Munoth Capital Markets Ltd. (MUNOTHCAPITAL) - Director Report

Company director report

To

The Members

Your Directors present the 37th Annual Report of the Company along with theAudited Statement of Accounts for the Financial Year ended on 31st March 2019.

1. FINANCIAL RESULT

The financial performance of the Company for the Financial Year ended on 31stMarch2019 and for the previous financial year ended on 31stMarch 2018 is givenbelow:

(Amount in Rs.)
Particulars 2018-2019 2017-2018
Revenue from Operations 1616196 1910025
Other Income 1747071 1683483
Total 3363267 3593508
Employee Benefit Expenses 1158310 1705489
Finance Costs 94687 188999
Depreciation and amortization expense 93660 113610
Other Expenses 2744599 2397530
Total Expenses 4091257 4405627
Profit / (Loss) Before Exceptional and Extra Ordinary Items and Tax (727989) (812119)
Exceptional Items - -
Profit / (Loss) before Extra -Ordinary Items and Tax/ (727989) (812119)
Prior period Expenses 1180356 --
Profit / (Loss) Before Tax (1908345) (812119)
Current Tax -- --
Deferred Tax 60515 15935
Profit / (Loss) for the Period (1847830) (796184)

2. OPERATIONS

Revenue from operations for FY 2018-19 was Rs. 1616196/- compared to the Revenue fromoperations of Rs. 1910025/- of previous year. The loss before tax of the Company for thefinancial year 2018-19 stood at Rs. 1908345/- as against loss before tax of Rs.812119/- of previous year making loss after Tax for the financial year 2018-19 of Rs.1847830/-as against loss after tax of Rs. 796184 of Previous year.

3. CHANGE IN NATURE OF BUSINESS IF ANY

There were no changes in the nature of business of the Company during the year underreview.

4. ANNUAL RETURN

The extract of the Annual Return pursuant to the provisions of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 in Form No. MGT - 9 is enclosed herewith as Annexure 1 and the same has beenplaced at the Company's website under Section Investors - Annual Report.

5. BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals at least once in a quarter withthe gap between two meetings not exceeding 120 days to take a view of the Company'spolicies and strategies apart from the Board Matters.

During the year under the review the Board of Directors met 4(Four) times viz. 30thMay 2018; 14th August 2019; 14th November 2019;14thFebruary 2019

6. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of theCompanies Act 2013 to the best of their knowledge and beliefthe Board of Directorshereby submit that:

a. In the preparation of the Annual Accounts for the year ended on March 31 2019 theapplicable accounting standards have been followed and there are no material departurefrom the same

b. The directors had 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 financial year and of theprofit of the company for the financial year ended on March 31 2019

c. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of CompaniesAct 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities

d. The directors had prepared the Annual Accounts on a going concern basis

e. The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and

f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

7. COMMENT ON AUDITORS' REPORT

There were no qualifications reservations adverse remarks or disclaimer made by theAuditors in their report on the financial statement of the Company for the financial yearended on March 31 2019. Furthermore there were no frauds reported by the Auditors of theCompany pursuant to Companies Act 2013 and the rules made there-under. Maintenance ofcost records as specified under Companies Act 2013 is not applicable to the Company.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The details of loans investment guarantees and securities covered under theprovisions of section 186 of the Companies Act 2013 are provided in the financialstatement.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year the Company has not entered into any materially significant relatedparty transactions which may have potential conflict with the interest of the Company atlarge. Suitable disclosures as required are provided in AS-18 which is forming the part ofthe notes to financial statement.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its Internal Financial Control systems commensurate with operations ofthe Company. The management regularly monitors the safeguarding of its assets preventionand detection of frauds and errors and the accuracy and completeness of the accountingrecords including timely preparation of reliable financial information.

The Head of Internal Audit together with External Audit consults and reviews theeffectiveness and efficiency of these systems and procedures to ensure that all assets areprotected against loss and that the financial and operational information is accurate andcomplete in all respects.

11. RESERVES

The Company has a Closing Balance of Rs. 906978/- as Reserve and Surplus as on31.03.2019.

The Closing Balance of Reserves and Surplus is bifurcated as follows:

Sr. No. Particulars Amount (in Rs.)
1. Balance at the beginning of the year 2754804
2. Current Year's Profit / (Loss) (1847830)
3. Amount of Securities Premium 0
Total 906978

12. DIVIDEND

To conserve resources for future prospect and growth of the Company your Directorsregret to declare Dividend for the Financial Year 2018-19 (Previous year - Nil).

13. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATES AND THE DATE OF THE REPORT

Apart from the change as mentioned below no material changes and commitmentsaffecting the financial position of the Company occurred between the end of the FinancialYear to which this financial statement relates and up till the date of Report:

15. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act 2013 the amount of dividend remainingunpaidorunclaimedfor a period of seven years shall be transferred to the InvestorEducation and Protection Fund (“IEPF”). During the year under review there wasno unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for aperiod of seven years from the date of transfer of such unpaid dividend to the saidaccount. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy technology absorption etc. as required to begiven under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 is not given as the Company has not taken any major step to conserve theenergy etc. Further there was no foreign exchange earnings and outgo during the financialyear 2017-18 (Previous Year - Nil).

17. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICYOF THE COMPANY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks towards the key business objectives of the Company. Major risks identified by thebusiness and functions are systematically addressed through mitigating actions on acontinuing basis.

18. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No. Name Designation DIN
1. Siddharth Jain Executive Director 00370650
2. Shantilal Jain Non-Executive Director 00370624
3. SumitKhanna Independent Director 01180220
4. VarshaGulecha Independent Director 07283903
5. Siddharth Jain CEO -
6. BhagyashreeSutaria Company Secretary -
7. Mr. Shantilal Jain CFO -

There was no change in the composition of the Board of Directors of the Company duringthe financial year 2018-19 however below changes have occurred after the close of theFinancial year 2018-19:

As per Companies Act 2013 the Independent Directors are not liable to retire byrotation.

20. DECLARATION BY INDEPENDENT DIRECTORS

Mr. SumitKhanna and Ms. VarshaGulecha Independent Directors of the Company haveconfirmed to the Board that they meet the criteria of Independence as specified underSection 149 (6) of the Companies Act 2013 and they qualify to be Independent Directors.They have also confirmed that they meet the requirements of Independent Director asmentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015. The confirmations were noted by the Board.

21. CORPORATE GOVERNANCE

Since the paid up Capital of Company is less than Rs. 10 Crores and Turnover is lessthan Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation(2) of regulation 46 and para C D and E of Schedule V are not applicable to the Company.Hence Corporate Governance does not form part of this Board's Report.

22. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate company.

23. DEPOSITS

As per Section 73 of the Companies Act 2013 the Company has neither accepted norrenewed any deposits during the financial year. Hence the Company has not defaulted inrepayment of deposits or payment of interest during the financial year.

24. STATUTORY AUDITOR

M/s. B. Maheshwari& Co. Chartered Accountants Mumbai were appointed as theStatutory Auditors of the Company for a period of 5 (five) years.The Auditor's report forthe financial year ended March 31 2019 has been issued with an unmodified opinion by theStatutory Auditors.

25. SECRETARIAL AUDITOR

The Board appointed M/s K. Jatin& Co. Practicing Company Secretaries Ahmedabad toconduct Secretarial Audit for the Financial Year 2018-19. The Secretarial Audit Report forthe financial year ended 31st March 2019 is annexed herewith marked as Annexure-2 to thisReport.

DISCLOSURES

A. Composition of Audit Committee:

During the year under review meeting of members of the Audit committee as tabulatedbelowwas held 30th May 2018; 14th August 2019; 14thNovember 2019; 14th February 2019 and the attendance records of the membersof the Committee are as follows:

Name Designation No. of the Committee Meeting entitiled No. of Committee Meeting attended
Siddharth Jain Chairman 4 4
SumitKhanna Member 4 4
VarshaGulecha Member 4 4

(The details of Committee members are as on the date of closure of the Financial Yeari.e. 31st March 2019.)

During the year all the recommendations made by the Audit Committee were accepted bythe Board.

B. Composition of Nomination and Remuneration Committee:

During the year under review meeting of the members of the Nomination and Remunerationcommittee as tabulated below was held on14th August 2019; 14thFebruary 2019 and the attendance records of the members of the Committee are as follows:

Name Designation No. of the Committee Meeting entitiled No. of Committee Meeting attended
Shantilal Jain Chairman 4 4
SumitKhanna Member 4 4
VarshaGulecha Member 4 4

(The details of Committee members are as on the date of closure of the Financial Yeari.e. 31st March 2019.)

C. Composition of Stakeholders' Relationship Committee:

During the year under review meeting of members of Stakeholders' Relationshipcommittee as tabulated belowwas held on30th May 2018; 14th August2019; 14th November 2019;_14th February 2019and the attendancerecords of the members of the Committee are as follows:

Name Designation No. of the Committee Meeting entitiled No. of Committee Meeting attended
Siddharth Jain Chairman 4 4
SumitKhanna Member 4 4
VarshaGulecha Member 4 4

(The details of Committee members are as on the date of closure of the Financial Yeari.e. 31st March 2019.)

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has always been committed to provide a safe and conducive work environmentto its employees. Your Directors further state that during the year under review therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 as confirmed by the Internal Complaints Committee asconstituted by the Company.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and ScheduleV of the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 forms anintegral part of this Reportand provides the Company's current working and future outlookas per Annexure - 3.

28. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the Bankers Regulatory Bodies Stakeholders includingFinancial Institutions Suppliers Customers and other business associates who haveextended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitudeand appreciation for the commitment displayed by all executives officers and staff at alllevels of the Company. We look forward for the continued support of every stakeholder inthe future.

Registered Office: By the Order of the Board of
Shanti Nivas Opposite Shapath V MUNOTH CAPITA L MARKET LIMITED
Near Karnavati Club S.G Road Sd/-
Ahmedabad - 380 058 Siddharth S Jain
Director
Date: 14th August 2019 Place: Ahmedabad Din: 00370650