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Munoth Capital Markets Ltd.

BSE: 511200 Sector: Financials
NSE: N.A. ISIN Code: INE910G01027
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Buy Price 0.00
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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 66.35
Sell Qty 13.00

Munoth Capital Markets Ltd. (MUNOTHCAPITAL) - Director Report

Company director report

To The Shareholders

Your Directors are pleased to present the 36th Annual Report of yourCompany with the Audited Financial Statement of the Company for the year ended 31st March2018.

1. Financial Results

Particulars

2017-18

2016-17

I Revenue From Operations

1910025

2747256

II Other Income

1683483

1866581

III Total Income

3593508

4613837

IV EXPENSES
Employee benefits expense

1705489

1940573

Finance costs

188999

434456

Depreciation and amortization expense

113610

54259

Other expenses

2397530

1961066

Total expenses

4405627

4390355

V Profit/(loss) before tax

(812119)

223482

Tax expense:
VI (1) Current tax

-

-

(2) Deferred tax

15935

11739

VII
Profit/(loss) After tax

(796184)

235221

2. Review of Business Operation

Revenue from operations for FY 2017-18 was Rs. 1910025 compared tothe Revenue from operations of Rs. 2747256 of previous year. The (loss) before tax ofthe Company for the financial year 2017-18 stood at Rs (812119) as against profit beforetax of Rs. 223482 of previous year making Net (loss) after Tax for the financial year2017-18 of Rs. (796184) as against Net Profit after tax of Rs. 235221 of Previousyear.

3. Dividend

To conserve resources for future prospect and growth of the Companyyour Directors regret to declare Dividend for the Financial Year 2017-18 (Previous year -Nil).

4. Net Profit Transfer to Reserve

Due to losses in the Current Year the Company is not able to transferfunds to the Reserves

5. Information of Board of Director and Its Meetings: a.Composition and Category of Directors on date of this report is:

Name of Directors Category of Directorship
Mr. Shantilal Jain Non-Executive Director
Mr. Siddharth Jain Non-Executive Director
Mr. Sumit Khanna Independent Director (Professional)
Ms. Varsha Gulecha Independent Director (Professional)

The Board consists of four (4) members as on 31st March 2018. two (2)of them are Non-Executive Directors and two (2) are Non-Executive Independent Directors.Further Ms. Varsha Gulecha a Non-Executive Independent Director of the Company isdesignated as Woman Director for the Company in terms of second proviso to the Section 149(1) of the Companies Act 2013.

The Composition of Board fulfils the requirements of Companies Act2013.

Board Meetings

Regular meetings of the Board are held at least once in a quarter.Additional Board meetings are convened to discuss and decide on various business policiesstrategies and other businesses.

During the year under review Board of Directors of the Company met 6times viz May 30 2017 August 14 2017 October 25 2017 November 14 2017 and February 12 2018 .

The gap between two consecutive meetings was not more than one hundredand twenty days as provided in section 173 of the Act.

The Independent Directors of the Company has met one time on March 122018 inter alia to evaluate the performance of Non-Independent Directors Board as awhole and performance of Chairman of the Company.

Further your Company has formed following Committees of the Board inaccordance with Companies Act 2013 and the SEBI (Listing and Disclosure Requirements)Regulations 2015:

6. Information of Committee and Its Meetings a. AuditCommittee

Meetings Composition and Attendance:

The Audit Committee met four times during the financial year 2017-18 onMay 30 2017 August 14 2017 November 14 2017 and February 12 2018

The Audit Committee comprises of three Directors and two of them areIndependent Directors. The composition of the Audit Committee as on March 31 2018 anddetails of the attendance of the members of the committee at the meetings of the Committeeare as under:

Name of the Director Category Designation
Mr. Sumit Khanna Independent Director Chairman
Mr. Siddharth Jain Director Member
Ms. Varsha Gulecha Independent Director Member

The Statutory Auditors of the Company are invited in the meeting of theCommittee wherever requires. All the members of the Audit Committee have the requisitequalification for appointment on the Committee and possess sound knowle dge of accountingpractices financial and internal controls. Company Secretary of the Company is acting asa secretary to the Committee.

b. Stakeholders' Grievances and Relationship Committee Composition

The Stakeholder's Grievances & Relationship Committee comprises ofthree members as on 31st March 2018.

Company Secretary of the Company is acting as a secretary to theCommittee which was appointed by the Board of Directors.

Meeting(s) and attendance

During the year under review four meetings were held on May 30 2017August 14 2017 November 14 2017 and Fe bruary 12 2018. Details of the attendance ofthe members of the committee at the meetings of the Committee are as under:

Name of the Director Category Designation
Mr. Shantilal Jain Director Chairman
Ms. Varsha Gulecha Independent Director Member
Mr. Sumit Khanna Independent Director Member

Complaint

During the year the Company had not received any complaints from theShareholders. There was no complaint pending as on March 31 2018.

c. Nomination and Remuneration Committee

Composition

The Nomination and Remuneration Committee comprises of threeNon-executive directors two of them are Independent Directors.

Meeting and Attendance

During the period under review two Nomination and RemunerationCommittee meetings were held respectively on November 14 2017 and February 12 2018.Details of attendance of each member of the Committee are as under:

Name of the Director Category Designation
Ms. Varsha Gulecha Independent Director Chairman
Mr. Sumit Khanna Independent Director Member
Ms. Siddharth Jain Director Member

7. Appointment Re-appointment and Resignation of Directors

Mr. Shantilal Jain is retiring this year due to retire by rotation.However he has offered himself for re-appointment as Director of the Company. .

None of the Directors of the Company is disqualified for beingappointed as Director as specified in Section 164 (2) of the Companies Act 2013.

8. Declaration by Independent Directors

The Company has received necessary declaration from each IndependentDirector under Section 149(7) of the Companies Act 2013 to the effect that they meet thecriteria of independence laid down in Section 149(6) of the Companies Act 2013.

9. Nomination and Remuneration Policy

In terms of the provisions of the Companies Act 2013 the Company hasdevised a policy on Nomination and Remuneration of Directors Key Managerial Personnel andSenior Management.

A. Policy on Appointment of Directors Key Managerial Personnel andSenior Management

Personnel:

The policy is formulated to identify and ascertain the integrityqualification expertise and experience of the person for appointment as Director KMP andSenior Management personnel and recommend to the Board for his / her appointment.

B. Policy on remuneration of Director KMP and Senior ManagementPersonnel

The Company follows mixed of fixed pay benefits and performance basedvariable pay. The Company pays remuneration by way of salary. The remuneration paid by theCompany is within the salary scale approved by the Board and Shareholders.

10. Board Evaluation

The board of directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct. The performance of the board was evaluated by the board after seeking inputs fromall the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The board and the nomination and remunerationcommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the chairman was also evaluated onthe key aspects of his role. Separate meeting of independent directors was held toevaluate the performance of non-independent directors performance of the board as a wholeand performance of the chairman taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated. The Board of Directors expressed their satisfaction with the evaluationprocess.

11. Public Deposit

The company has not accepted any deposits from the public. Hence thedirectives issued by the Reserve Bank of India & the Provision of Section 73 to 76 ofthe Company Act 2013 or any other relevant provisions of the Act and the Rules thereunder are not applicable.

12. Particulars of Loans Guarantees Investments & Security

Details of Loans Guarantees Investments and Security covered underthe provisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statement.

13. Contracts or Arrangements with Related Parties

All transactions to be entered by the Company with related parties willbe in the ordinary course of business and on an arm's length basis. However the Companyhas not entered into any related party transaction as provided in Section 188 of theCompanies Act 2013 with the related party. Hence Disclosure as required under Section188 of the Companies Act 2013 is not applicable to the Company.

14. Extract of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) ofSection 92 of the Companies Act 2013 read with Rule 12 of Companies (Management andAdministration) Rules 2014 the extract of the Annual Return as at 31st March 2018 inForm MGT-9 forms part of this Annual Report as Annexure- "A".

15. Particular of Employees

The Company has not paid any remuneration to any Director of theCompany. Hence details in terms of sub-section 12 of Section 197 of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not applicable to the Company.

The details as required under section 197(12) of the Companies Act2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 2014 is not applicable as there is no such employee in the Company employedthroughout the financial year with salary above Rs. 102 Lakh p.a. or employed part of thefinancial year with average salary above Rs. 8.5 Lakhs per month.

Further there is no employee employe d throughout Financial year orpart thereof was in receipt of remuneration of in aggregate is in excess of that drawn bythe Managing Director or Whole time Director or Manager and holds by himself or along withhis spouse and dependent children not less than Two percent (2%) of the Equity Shares ofthe Company.

16. Energy Conservation Technology Absorption and Foreign ExchangeEarnings and Outgo

The details of conservation of energy technology absorption etc. asrequired to be given under section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is not given as the Company has not taken any major stepto conserve the energy etc.

Further there was no foreign exchange earnings and outgo during thefinancial year 2017-18 (Previous Year – Nil).

17. Material Changes and commitment affecting financial position of theCompany

There are no material changes and commitments affecting the financialposition of the Company which has occurred between the end of financial year of theCompany i.e. March 31 2018 and the date of Director's Report i.e. September 05 2018.

18. Corporate Governance

Your Company strives to incorporate the appropriate standards forcorporate governance. However pursuant to Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company is not required to mandatorilycomply with the provisions of certain regulations of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and therefore the Company has not provide d aseparate report on Corporate Governance although few of the information are provided inthis report of Directors under relevant heading.

19. Management Discussion and Analysis

Management Discussion and Analysis for the year under review asstipulated under Regulations 27(2) of the SEBI (LODR) 2015 is presented in a separatesection forming part of this Annual Report.

20. Auditors

A. Statutory Auditor & their report

Pursuant to the provisions of section 139 of the Act and the rulesframed thereafter M/s. B. Maheshwari & Co. Chartered Accountants Ahmedabad wereappointed as statutory auditors of the Company for 5 years subject to ratification oftheir appointment at every AGM.

The Auditors' Re port on the accounts of the Company for the accountingyear ended March 31 2018 is self-explanatory and do not call for further explanations orcomments that may be treated as adequate compliance of Section 134 of the Companies Act2013.

B. Secretarial Auditor & their report

Pursuant to the provisions of section 204 of the Act and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed K. Jatin & Co. Practicing Company Secretary Ahmedabad to carry out theSecretarial Audit for the financial year ended on March 31 2018. Secretarial Audit Reportis attached to this report as

Annexure–"B".

The Secretarial Auditors' Report for the financial year ended on March31 2018 is self-explanatory and do not call for further explanations or comments that maybe treated as adequate compliances of various act rules regulations guidelines etc. asapplicable to the Company except that the report contain some observation by the Auditorthat Company has not filled certain resolutions with the registrar.

21. Directors' Responsibility Statement

In terms of section 134(5) of the Act your Directors state that: i. inthe preparation of the annual financial statements for the year ended on March 31 2018applicable accounting standards read with requirements set out under schedule III of theAct have been followed along with proper explanation relating to material departures ifany ii. such accounting policies have been selected and applied consistently andjudgments and estimates made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at March 31 2018 and of the profit of thecompany for the year ended on that date iii. proper and sufficient care has been takenfor maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the company and for prevention and detection of fraudand other irregularities iv. the annual financial statements are prepared on a goingconcern basis v. proper internal financial controls are in place and that the financialcontrols are adequate and are operating effectively and vi. the systems to ensurecompliance with the provisions of all applicable laws are in place and are adequate andoperating effectively.

22. General Shareholders Information

Tentative Financial First Qtr. Results: Second week of August 2018.
Calendar for the year Half yearly Results: Second week of November 2018.
2018-19 Third Qtr. Results: Second week of February 2019. Results for fourth Quarter and full year: Fourth week of May 2019.
Date of Book Closure Monday 24th September 2017 to Saturday 29th September 2017 (both days inclusive)
Listing on stock The Company's equity shares are listed on the Bombay Stock
Exchange(s) Exchange Limited as on 31/03/2017.
Registrar and Share Purva Sharegistry (India) Pvt. Ltd.
Transfer Agent Unit no. 9 Shiv Shakti Ind. Estt.
J .R. Boricha marg
Lower Parel (E)
Mumbai 400 011
Compliance Officer Mr. Siddharth S Jain
E-mail: siddharth@munoth.com

23. General Disclosure

Your Directors state that the Company has made disclosures in thisreport for the items prescribed in section 134(3) of the Act and Rule 8 of The Companies(Accounts) Rules 2014 to the extent the transactions took place on those items during theyear.

Your Directors further state that no disclosure or reporting isrequired in respect of the following items as there were no transactions on these itemsduring the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Details of Annual Report on Corporate Social Responsibility asCompany is not falling within the criteria as prescribed u/s 135 of the Companies Act2013

3. Issue of Equity Shares with differential rights as to dividendvoting or otherwise.

4. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme save and ESOS.

5. Details of Subsidiary Associates and Joint Venture Company.

6. Details of Contracts and arrangement with the related parties.

7. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

24. Acknowledgement

Your Directors take this opportunity to place on record the valuableco-operation and support extended by the banks government business associates and theshareholders for their continued confidence reposed in the Company and look forward tohaving the same support in all future endeavours.

By Order of the Board For MUNOTH CAPITAL MARKET LIMITED Siddharth JainDirector DIN: 00370650

Registered Office

Shanti Nivas – Office Building

Opposite Shapath V Near Karnavati Club S.G Road Ahmedabad – 380058

PLACE: Ahmedabad

DATE: 5th September 2018