Dear Shareholders,
Your Directors are pleased to present their Thirty-first Report together with the
audited financial statements of your Company for the Financial Year ended 31st
March, 2024 ("FY2024").
1. FINANCIAL PERFORMANCE AND OPERATIONAL HIGHLIGHTS
The Company's standalone and consolidated financial performance for the year ended 31st
March, 2024 is summarized below.
( in Lakhs)
Particulars |
Standalone Year Ended |
Consolidated Year Ended |
|
31st March, 2024 |
31st March, 2023 |
31st March, 2024 |
31st March, 2023 |
Revenue & other Income |
27,179.90 |
15,127.40 |
27,899.67 |
16,201.13 |
Profit before Tax |
15,514.59 |
4,720.45 |
16,407.29 |
5,792.53 |
Tax Expenses: |
|
|
|
|
Taxes for earlier years |
47.48 |
17.87 |
51.69 |
8.4 |
Current Tax |
3,808.90 |
1210.62 |
4,035.85 |
1,479.46 |
Deferred tax |
6.82 |
8.16 |
7.01 |
7.43 |
Profit After Tax |
11,651.39 |
3,483.81 |
12,314.97 |
4,297.24 |
Minority Interest |
- |
- |
- |
- |
Share of Profit/(Loss) from |
- |
- |
- |
(0.07) |
Associates |
|
|
|
|
Net profit for the year |
11,651.39 |
3,483.81 |
12,314.97 |
4,297.16 |
Other comprehensive (loss)/ income for the year |
-14.92 |
-432.94 |
-14.92 |
-432.94 |
Total comprehensive income for the year |
11,636.47 |
3,050.87 |
12,300.05 |
3,864.22 |
EPS: |
|
|
|
|
- Basic |
34.40 |
10.29 |
36.36 |
12.69 |
- Diluted |
34.40 |
10.29 |
36.36 |
12.69 |
i. Key highlights of the Segment wise financial performance is summarized below:
( in Lakhs)
Particulars |
Standalone |
Consolidated |
|
31st March, 2024 |
31st March, 2023 |
31st March, 2024 |
31st March, 2023 |
a) Broking and Related Services |
|
|
|
|
1) Fees and commission income |
12,792.00 |
7,986.00 |
12,792.00 |
7,986.00 |
2) Interest Income |
7,198.84 |
4,515.52 |
7,198.84 |
4,515.52 |
3) Merchant Banking & Other Services |
4,386.43 |
1,844.90 |
4,386.43 |
1,844.90 |
4) Asset Management Services |
899.49 |
217.88 |
899.49 |
217.88 |
5) Others (Un-allocated) |
1,903.14 |
563.07 |
1,903.10 |
565.88 |
b) Non-Banking financial business |
- |
- |
825.91 |
1,095.27 |
c) Insurance business |
- |
- |
168.26 |
133.04 |
TOTAL |
27,179.90 |
15,127.37 |
28,174.03 |
16,358.49 |
The standalone and consolidated financial statements for the financial year ended 31st
March, 2024 have been prepared in accordance with Section 133 of the Companies Act, 2013
(the "Act") read with the rules made thereunder and in accordance with
the Indian Accounting Standards ("Ind AS").
ii. Key highlights of Standalone Financial
Performance
Gross income reported by the Company was 27,179.90 Lakhs for the year ended 31st
March, 2024 as against 15,127.40 Lakhs in the previous year, registering an increase of
79.67%;
Profit before tax for the year increased by 228.67% to 15,514.59 Lakhs as
compared to 4,720.45 Lakhs in the financial year 2022-23; and
Profit after tax of the Company was
11,651.39 Lakhs for the year ended 31st March, 2024 as compared to profit
after tax of 3,483.81 Lakhs in the previous year, registering an increase of 234.44%.
iii. Key highlights of Consolidated Financial Performance
Gross income increased by 72.20% to 27,899.67 Lakhs as compared to
16,201.13 Lakhs in the financial year 2022-23;
Profit before tax for the year increased by 183.25% to 16,407.29 Lakhs as
compared to 5,792.53 Lakhs in the financial year 2022-23; and
Profit after tax (post share of profit/loss from Associates) for the year
increased by 186.58% to 12,314.97 Lakhs as compared to 4,297.16 Lakhs in the financial
year 2022-23.
2. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has 3 ("Three") Subsidiary Companies as on 31st
March, 2024. The Company does not have any Joint Venture.
During the year, the Board of Directors (the Board') reviewed the affairs
of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have
prepared consolidated financial statements of the Company which form part of the Annual
Report.
F urther, a report on the performance and financial position of each of the Company's
subsidiaries for the financial year ended March 31, 2024 in Form AOC-1 is attached
and marked as "Annexure I" 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 audited
financial statements, including the consolidated financial statements and related
information of the Company and audited accounts of each of its subsidiaries, are available
on the Company's website i.e. https://www.mnclgroup.com/
investor-relation/investor-relation-financials-annual-reports. These documents will also
be available for inspection at the registered office of the Company and of the subsidiary
companies during business hours on all working days and during the Annual General Meeting.
3. JOINT VENTURES, ACQUISITIONS AND OTHER MATTERS i. Divestment of stake in
Subsidiaries Companies Sale of Stake by Monarch Networth Capital Limited
("MNCL") in Monarch Networth Money Changer Private Limited, a subsidiary of MNCL
During the year, Monarch Networth Capital Limited ("MNCL") has sold its
entire stake aggregating 100% of the Paid-up Equity Share Capital in Monarch Networth
Money Changer Private Limited, a subsidiary of MNCL, to Premjayanti Enterprises Private
Limited. Following the completion of aforesaid sale, Monarch Networth Money Changer
Private Limited ceased to be a subsidiary of MNCL and consequently that of the Company.
ii. Divestment of stake in Associate Companies Sale of Stake by Monarch Networth
Capital Limited ("MNCL") in Networth Financial Services Limited, an associate of
MNCL
During the year, Monarch Networth Capital Limited ("MNCL") has sold
its entire stake aggregating 45.32% of the Paid-up Equity
Share Capital in Networth Financial Services Limited, an associate of MNCL, to
Premjayanti Enterprises Private Limited. Following the completion of aforesaid sale,
Networth Financial Services Limited ceased to be an associate of MNCL and consequently
that of the Company.
4. S TATE OF COMMPANY'S AFFAIRS
Discussion on state of Company's affairs has been covered as part of the Management
Discussion and Analysis report.
5. SHARE CAPITAL
A s on March 31, 2024, the paid up equity capital of the company was 33,86,95,180/-
i.e. 3,38,69,518 equity shares of 10/- each.
There was no change in the issued, subscribed and paid-up share capital during the year
under review.
6. S TOCK EXCHANGE
The Equity Shares of the Company are listed at BSE & NSE Limited.
Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of
India Limited (Symbol: MONARCH) and BSE Limited
(Scrip Code: 511551), where its Equity Shares are listed.
7. TRANSFER TO GENERAL RESERVES
Dur ing the financial year, there was no proposed to be transferred to the general
reserve on a standalone basis.
8. DIVIDEND
C onsidering good performance and strong flows, your Directors are pleased to recommend
Final Dividend of 1/- per Equity Share (i.e. 10% of the Face Value) for the financial
year 2023-24 subject to approval of the Members at the ensuing Annual General Meeting
("AGM").
The Company has not paid any Interim Dividend during the financial year under review.
Unclaimed Dividend
Regarding unclaimed dividends, as of March 31, 2024, a negligible 7.26 Lacs remains
uncollected in our Unpaid Dividend Accounts. In an effort to ensure transparency and
facilitate the claim process, we have published a detailed statement on our website
(https://www.mnclgroup.com/ investor-relation/investor-relation-dividend) listing names,
depository participant IDs, client IDs, shareholdings, and unclaimed amounts for affected
shareholders.
9. EMP LOYEE STOCK OPTION SCHEME
MNCL Employees Stock Options Scheme 2021 ("the Scheme") is
administered by Monarch Networth Capital Limited Employees Welfare Trust (ESOP Trust)
under the instructions and supervision of Nomination and Remuneration Committee ("NRC")
of the Company.
share The Scheme is implemented through a trust route in accordance with SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021
(" SEBI Regulations") with an objective:
To motivate the Employees to contribute to the growth and profitability of the
Company.
To retain the Employees and reduce the attrition rate of the Company.
To achieve sustained growth and the creation of Shareholder value by aligning
the interests of the Employees with the long-term interests of the Company.
To create a sense of ownership and participation amongst the Employees to share
the value they create for the Company in the years to come, and
To provide additional deferred rewards to amount Employees. During the year
review, no material change in the Company's existing ESOP scheme and the scheme is in
compliance with SEBI Regulations. cash PursuanttotherequirementsoftheSecuritiesand
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021, a certificate has been issued by the Secretarial Auditor of the Company confirming
that the scheme has been implemented in accordance with the said Regulations, would be
placed at the ensuing Annual General Meeting of the Company for inspection by the members
The particulars required to be disclosed pursuant to the SEBI (Share Based Employee
Benefits) Regulations, 2021 is available on the website of the Company at
https://www.mnclgroup.com/ investor-relation.
10. ANNUAL RETURN
Pur suant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with
12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in
Form No. MGT-7, is available on the Company's website and can be accessed at the web
link https://www.mnclgroup.com/investor-relation/investor-relation-financials-annual-reports.
11. BO ARD & ITS COMMITTEES i. Board
The Board of the Company comprises of 6 ("Six") Directors as on March 31,
2024, the details are as below:
Sr. No. Name of the Director |
DIN |
Designation |
1. Mrs. Manju Bafna |
01459885 |
Chairman & Whole Time Director |
2. Mr. Vaibhav Shah |
00572666 |
Managing Director |
3. Mr. Ashok Bafna |
01431472 |
Whole Time Director |
4. Mr. Chetan Bohra |
03645353 |
Independent Director |
5. Mr. Sathish Kumar |
08735238 |
Independent Director |
6. Ms. Avni Chouhan |
08716231 |
Independent Woman Director |
ii. Committees constituted by the Board of Directors
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
The Board Committees are in compliance with the requirements of the relevant provisions
of applicable laws and statutes. The details of all the Committees along with their
charters, composition and meetings held during the year, are provided in the Report on
Corporate Governance, which forms part of this Annual Report.
iii. Key Managerial Personnel ("KMP")
As of the date of this report, the Key Managerial Personnel of the Company, in
accordance with the provisions of Section 2(51) and Section 203 of the Companies Act 2013,
include Mr. Gaurav Bhandari, serving as Chief Executive Officer and Mr. Nitesh Tanwar as
Company Secretary & Compliance Officer.
iv. Change In Director's and Key Managerial Personnel ("KMP")
There was no change in composition of Board of Directors. However, below changes took
place in Directors and Managerial Personnel's of the company during the year under review:
1. Mr. Vaibhav Shah, Managing Director of the Company was re-appointed for further
period of 5 years with effect from 1st December, 2023.
2. Mrs. Hetvi Gandhi, Chief Financial Officer of the Company resigned w.e.f. closing
hours of 25th May, 2023;
3. Mrs. Rupali Verma, Company Secretary and Compliance officer of the company resigned
w.e.f. closing hours of 16th February, 2024; and
4. Mr. Nitesh Tanwar, was appointed as Company Secretary and Compliance officer of the
company w.e.f. 12th March, 2024.
v. Directors Retiring by Rotation
PursuanttotheprovisionsofSection152ofthe Companies Act, 2013 read with Companies
(Management & Administration) Rules, 2014 and Articles of Association of the Company,
Mrs. Manju Suresh Bafna (DIN: 01459885), retires by rotation and being eligible, has
offered herself for re-appointment.
Mrs. Manju Suresh Bafna, Whole Time Director retire by rotation and being
eligible, offer themselves for re-appointment at the ensuing 31st Annual
General Meeting of the Company.
The Board recommends re-appointment of the above Directors.
Additional Information on directors recommended for re-appointment as required under
Regulation 36 (3) of the SEBI (Listing and Obligation Disclosure
Requirements) Regulations 2015 at ensuing Annual General Meeting is given in the Notice
convening 31st Annual General Meeting.
The Company has laid down a Code of Conduct for all Board Members and Senior Management
of the Company. All Board Members and Senior Management Personnel have affirmed compliance
with the Code of Conduct. The Code of Conduct is placed on the website of the Company at
https://www.mnclgroup.com/investor-relation/investor-relation-policy.
vi. Meetings of Board and its committees
Throughout the reviewed fiscal year, the Board, its Committees, and the Independent
Directors convened on multiple occasions. These meetings focused on strategic discussions,
decision-making, and directives regarding various aspects of the Company's business
operations and related matters, ensuring robust governance and adherence to our strategic
objectives.
S r . Body No. |
Numbers of times met during the year |
Dates |
1 Board |
8 |
11th May 2023, 25th May 2023, 12th June
2023, 28th July, 2023, 23rd August 2023, 27th October,
2023, 22nd January, 2024 and 12th March, 2024 |
2 Audit Committee |
6 |
11th May 2023, 25th May 2023, 28th July
2023, 23rd August 2023, 27th October 2023 and 22nd
January, 2024 |
3 CSR Committee |
1 |
20th October 2023 |
4 Nomination and Remuneration Committee |
2 |
23rd August 2023 and 12th March, 2023 |
5 Stakeholders Relationship Committee |
3 |
25th May 2023, 28th July 2023 and 23rd
August 2023 |
The frequency and number of the aforementioned Board and committee meetings are in
strict compliance with the applicable provisions of the Companies Act, 2013. A
comprehensive disclosure regarding the Board, its committees, their composition, and terms
of reference, along with the number of board and committee meetings held and the
attendance of directors at each meeting, is meticulously detailed in the Report on
Corporate Governance. This report is an integral part of the main document, underscoring
our commitment to transparency and governance.
vii. Annual General Meeting/Extra-Ordinary General Meetings
Last year, the Company conducted its Annual General Meeting on September 22, 2023.
viii. Independent Directors' Review Meeting
A separate meeting of the Independent Directors was convened to assess the performance
of Non-Independent Directors and the effectiveness of the Board and its committees
collectively. During this session, a comprehensive questionnaire designed to probe various
aspects of Board operations was distributed among the Directors. The evaluation criteria
for Independent Directors encompassed their level of engagement in meetings, interpersonal
skills, understanding of the business and its subsidiaries, capacity for independent
judgment, expertise, and adherence to the compliance framework.
ix. Declaration by Independent Directors under Sub-Section (6) of Section 149
All independent directors of the Company have submitted the requisite declarations
confirming their ongoing compliance with the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing
Regulations, 2015. Furthermore, they have affirmed their adherence to the Code of Conduct
outlined in Schedule IV of the Act.
These declarations include confirmations that they are not barred from holding the
officeofdirectorbyanySEBIorderoranyother authoritative body and have maintained their
registration with the database of the Indian Institute of Corporate Affairs (IICA). The
Board, based on thorough evaluation, is of the opinion that all independent directors
consistently demonstrate integrity, expertise, and experience, significantly contributing
to the governance of the Company.
Additionally,alldirectorsoftheCompanyhave confirmed that there are no disqualifications
against them for appointment as directors, in accordance with Section 164 of the Companies
Act, 2013.
x. Board Evaluation
Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation
of the performance of the Board, its Committees and of individual Directors.
The Board has carried out an evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Committees. The Board has
devised questionnaire to evaluate the performances of each of executive, non-executive and
Independent Directors. Such questions are prepared considering the business of the
Company and the expectations that the Board have from each of the Directors. The
evaluation framework for assessing the performance of Directors comprises of the following
key areas: a. Attendance of Board Meetings and Board Committee Meetings; b. Quality of
contribution to Board deliberations; c. Strategic perspectives or inputs regarding future
growth of Company and its performance; d. Providing perspectives and feedback going beyond
information provided by the management. e. Ability to contribute to and monitor our
corporate governance practices
xi. Evaluation Outcomes and Board Feedback
The responses to the questionnaire were carefully analyzed, and a consolidated report
was prepared and presented to the Nomination and Remuneration Committee
andtheBoard.Thisreportaimstoenhancethe Board's effectiveness based on the feedback
received. The Directors have expressed their satisfaction with the thoroughness of the
evaluation process, affirming its role in reinforcing the Board's overall governance and
operational efficiency.
xii. Familiarisation Programme for Independent Directors / Non-Executive Directors
The Company undertakes necessary induction programme for new Directors and ongoing
training for existing Directors. The new directors are briefed about the Company processes
and to familiarize them with the business activities of the Company. The management
provides such information and training either at the meeting of Board of Directors or
otherwise.
The induction process is designed to:
build an understanding of the Company processes and fully equip Directors
to perform their role on the Board effectively
The details of familiarization programme of the Independent Directors are available on
the Company's website at www.mnclgroup. com.
12. DIRE CTORS' RESPONSIBILITY
A s required under Section 134(3)(c) of
Companies Act, 2013 and according to the information and explanations received by the
Board, your Directors state that: a. in the preparation of the annual accounts, the
applicable accounting standards have been followed along with proper explanation relating
to material departures; b. 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 at the end of
the financial year and of the profit of the company for that period; c. the directors have
taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial
controls are adequate and were operating effectively; and f. the directors have devised
proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
13. P ARTICULARS OF REMUNERATION
The r equisite details pursuant to Section the Companies Act, 2013 read with Rule 5(1),
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel)
Rules, 2014, are appended to this report as "Annexure II".
14. C ORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee has formulated and recommended to the
Board a Corporate Social Responsibility Policy of the Company indicating the activities to
be undertaken by the Company which has been approved by the Board. The CSR Policy may be
accessed on the Company's website at https://
www.mnclgroup.com/investorrelation/investor-relation-policy. the The report on Corporate
Social Responsibility initiatives as required under Companies (Corporate Social
Responsibility Policy) Rules, 2014 is given as "Annexure-III".
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 of the SEBI Obligations and Disclosure Requirements)
Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed
account of state of affairs of the Company's operations forms part of this Annual Report.
16. P ARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS
Pur suant to Section 186 of Companies Act, and Schedule V of the Listing Regulations,
disclosure on particulars relating to loans, advances, guarantees and investments are
provided as part of the financial statements.
17. P ARTICULARS OF CONTRACTS
ARRANGEMENTS WITH RELATED PARTIES
Y our Company has in place a robust process approval of Related Party Transactions and
on Dealing with Related Parties.
All contracts/arrangements/transactions entered into by the Company during the
Financial Year with related parties were in the ordinary course of business and on an
arm's length basis.
Omnibus approval of Audit Committee is obtained for Related Party Transactions which
are of repetitive nature, which are reviewed on quarterly basis by the Audit Committee as
per 197 of Regulation 23 of the Listing Regulations and Section 177 of the Companies Act,
2013.
All Related Party Transactions and subsequent material modifications, if any, were
placed before the Audit Committee for review and approval. Necessary details for each of
the Related Party Transactions as applicable along with the justification are provided to
the Audit Committee in terms of the Company's Policy on Materiality of and Dealing with
Related Party Transactions and as required under SEBI Circular dated 22nd
November 2021.
The Company has not entered into Material Related Party Transactions as per the
provisions of the Companies Act, 2013.
In accordance with the applicable provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"),
the Policy on Related Party Transactions', as updated is available on the
Company's website: https://www.mnclgroup. com/investor-relation/investor-relation-policy.
18. INTERNAL FINANCIAL CONTROLS
The Corporate Governance Policies guide the conduct of affairs of your Company and
clearly delineate the roles, responsibilities and authorities at each level of its
governance structure and key functionaries involved in governance. The Code of Conduct for
Senior Management and Employees of your Company (the Code of
Conduct) commits Management to nancial and accounting policies, systems and processes.
The Corporate Governance Policies and the Code of Conduct stand widely communicated across
your Company at all times. The Board of your Company has laid down internal financial
controls to be followed by the Company and that such internal financial controls are
adequate and operating effectively.
19. AUDITORS i. Statutory Auditors and their Report
Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, the term of M/s. Parekh Shah and Lodha,
Chartered Accountants (Firm Registration No. 107487W), Statutory Auditors of the Company
expires at the conclusion of the ensuing Annual General Meeting.
The notes to the financial statements referred in the Auditor Report are
self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act, 2013. The Auditor's Report is enclosed with the financial statements in
this Annual Report.
ii. Secretarial Auditor
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. Vijay Kumar Mishra, Partner. VKM & Associates, Practicing
Company Secretary (Certi cate of Practice
Number: 4279) to undertake the Secretarial Audit of the Company.
The Company has annexed to this Board's Report as "Annexure IV", a
Secretarial Audit
Report for the Financial Year 2023-24 given by the Secretarial Auditor in Form MR-3.
The Secretarial Audit Report does not contain any quali cation, reservation or adverse
remark or disclaimer.
iii. Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial Year 2023-24 for all applicable
compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The
Annual Secretarial Compliance Report duly signed by Mr. Vijay Kumar Mishra, Partner. VKM
& Associates has been submitted to the Stock Exchanges and is annexed in Form MR-3 for
the financial year ended 31st March, 2024 is enclosed as "Annexure - V"
to this
Report.
iv. Secretarial Audit of Material Unlisted Indian Subsidiary
There is no Material Unlisted Indian Subsidiary of the Company as on 31st
March, 2024 and as such the requirement under Regulation 24A of the Listing Regulations
regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable
to the Company for the Financial Year 2023-24.
v. Internal Auditor
The Company has re-appointed M/S. Rushil Soni & Co., Chartered Accountants,
Ahmedabad as its Internal Auditor vide Board Meeting dated 25th May, 2023. The
Internal Auditor has given his reports on quarterly basis to the Audit Committee for the
F.Y. 2023-2024.
Based on the report of internal audit, management undertakes corrective action in the
respective areas and strengthens the levels of Internal Financial and other operational
controls.
vi. Cost Records
The maintenance of cost records as specified under Section 148 of the Act is not
applicable to the Company.
vii. Reporting of Frauds by Auditors
During the year under review, the Statutory Auditor and Secretarial Auditor have not
reported any instances of frauds committed in the Company by its Of cers or Employees to
the Audit Committee under section 143(12) of the Companies Act, 2013.
viii. Board's comments on the Auditors Report
The observations of the Statutory Auditors/ secretarial auditor/Internal auditors, when
read together with the relevant notes to the accounts and accounting policies are
self-explanatory and do not call for any further comment.
20. P UBLIC DEPOSITS
Thr oughout the fiscal year under review, Company has neither invited nor accepted any
deposits from the public, in accordance with Section 73 of the Companies Act, 2013, and
the Companies (Acceptance of Deposits) Rules, 2014.
21. C OMPLIANCE WITH SECRETARIAL
STANDARDS
The Board of Directors confirms that Monarch Networth Capital Limited has adhered to
all applicable mandatory Secretarial Standards issued by the Institute of Company
Secretaries of India. This affirmation reflects the Company's commitment to maintaining
the highest standards of corporate governance.
22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
Pur suant to Regulation 34(2)(f) of the SEBI Regulations 2015, the Business
Responsibility and Sustainability Report (BRSR) detailing the initiatives undertaken by
the Company is included as a part of this Annual Report. Consistent with the mandates of
the SEBI Listing
Regulations, 2015, this report is also available on the Company's website for broader
access. Stakeholders interested in understanding our commitment to sustainable business
practices and corporate responsibility can view the BRSR at
https://www.mnclgroup.com/investor-relation/ investor-relation-announcements.
This accessibility ensures transparency and provides insights into how our operations
align with broader environmental and social goals.
23. C ORPORATE GOVERNANCE REPORT
Y our Company believes in adopting practices of corporate governance. Corporate
governance principles are enshrined in the Spirit of Monarch Networth, which form the core
values of the Company. These guiding principles are also articulated through the Company's
code of business conduct, Corporate Governance guidelines, charter of various
subcommittees and disclosure policy. As per regulation 34 read with Schedule V of Listing
Obligations and Disclosure Requirements, Regulations, 2015 LODR, a separate section on
corporate governance practices followed by your Company, together with a certificate from
M/s. VKM & Associates, Practising Company Secretaries, on compliance with corporate
governance norms the under the Listing Regulations, is provided as "Annexure
VI" to this Annual Report.
24. REMUNERATION POLICY
Pur suant to provisions of Section 178 the Companies Act, 2013 and SEBI (Listing and
Obligation Disclosure Requirements) Regulations 2015 and on the recommendation of the
Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for
appointment of Directors, Key Managerial Personnel, Senior Management and their
remuneration. The same is also hosted on the website of the Company - https://www.
mnclgroup.com/investor-relation/investor-relation-policy.
25. V IGIL MECHANISM _ WHISTLE
Listing POLICY
The Company has adopted a Vigil
/ Whistle blower Policy to deal with instance of fraud and mismanagement, if any. The
Company had established a mechanism for directors and employees to report concerns about
unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and
Ethics. The mechanism also provides for adequate safeguards against victimization of
directors and employees who avail of the mechanism and also provide for direct access to
the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil
mechanism Policy is explained in the report of Corporate Governance and also posted on the
website of the Company at https://www.mnclgroup.com/investor-relation/
investor-relation-policy. We affirm that during the financial year 2023-24, no employee or
director was denied access to the Audit Committee.
26. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_
ACT, 2013
The Company has zero tolerance towards any action on the part of any of its employees,
which may fall within the ambit of Sexual Harassment' at workplace.
Your Company recognizes its responsibility and continues to provide a safe working
environment for women, free from sexual harassment and discrimination. In Compliance with
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, the Company has constituted a committee and put in place a Policy on prevention of
Sexual Harassment of Women at workplace. 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 2023-24, there were no
complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The following is reported pursuant to Section 22 of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013:
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
27. POLICIES
The details of the Key Policies adopted by your Company are available on website of the
Company on web link https://www.mnclgroup. com/investor-relation/investor-relation-policy.
28. RISK MANAGEMENT
The Company has laid down a well-defined Risk Management Policy to identify the risk,
analysis and to undertake risk mitigation actions. The Board of Directors regularly
undertakes the detailed exercise for identification and steps to control them through a
well-defined procedure.
29. C ONSERVATIONOFENERGY,TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pur suant to Section 134(3) (m) of the Companies act, 2013 read with Rule 8 of the
Companies (accounts) rules, 2014, details regarding the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo for the year under review are as
follows:
A) Conservation of Energy a. Steps taken or impact on conservation of energy - The
Operations of the Company do not consume energy intensively. However, the Company
continues to implement prudent practices 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 the
activities undertaken by the Company are not energy intensive, the Company shall explore
alternative 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 take prudential measures in respect of technology absorption,
adaptation and take innovative steps to use the scarce resources effectively.
b. The benefits derived like product improvement, cost reduction, product development
or import substitution- Not Applicable
c. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year) - Not Applicable
d. The expenditure incurred on Research and Development - Not Applicable
C) The Particulars of Foreign Exchange Earning and Outgo for the year under review are
as follows:
(Figures in INR)
Particulars |
Year ended |
Year ended |
|
31st March, |
31st March, |
|
2024 |
2023 |
Foreign exchange |
Nil |
73,350.60 |
earning |
|
|
Foreign exchange |
Nil |
Nil |
Outgo |
|
|
30. MA TERIAL CHANGES AND
AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THIS REPORT:
Ther e are no material changes and affecting the financial position of the Company
which has occurred between the end of the financial year of the Company i.e. 31st
March, 2024 and till the date of the this report.
31. P ROCEEDINGS UNDER THE
AND BANKRUPTCY CODE, 2016 _31 OF 2016_
Ther e were no proceedings initiated / against your Company under the Insolvency and
Bankruptcy Code, 2016.
32. DET AILS OF SIGNIFICANT AND
ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY'S OPERATIONS IN FUTURE:
Ther e was no significant or material passed by any regulator or court or tribunal,
which impacts the going concern status of the Company or will have bearing on company's
operations in future.
33. MAINTENANCE OF BOOKS OF ACCOUNTS OF COMPANY AT A PLACE OTHER THAN REGISTERED OFFICE
OF THE COMPANY
In the fiscal year 2023-2024, Monarch Networth Capital Limited has relocated the
maintenance of its books of accounts from the registered office to a new location.
Effective from February 02, 2024, the Company's books of accounts will be kept
additionally at 901/902 9th Floor Atlanta Centre, Opp Udyog Bhavan Sonawala
Road, Goregaon East, Mumbai, Goregaon East, Maharashtra, India, 400063. This strategic
move is aimed at optimizing our accounting and administrative operations.
34. O THER DISCLOSURES
Neither the Managing Director nor the Executive Director received any remuneration or
commission from any of the subsidiaries of your Company.
The Board of Directors state that no disclosure or reporting is required in respect of
the following items as there were no transactions / events on these items during the year
under review:
i. Issue of equity shares with differential rights as to dividend, voting or otherwise.
ii. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any
Scheme save and except Employees Stock Option Schemes (ESOS) referred to in this Report.
iii. Voting rights which are not directly exercised by the employees in respect of shares
for the subscription / purchase of which loan was given by the Company (as there is no
scheme pursuant to which such persons can bene cially hold shares as envisaged under
section 67(3)(c) of the Companies Act, 2013).
iv. There has been no change in the nature of business of your Company.
order v. The Company has not made any one-time settlement for loans taken from the
Banks or Financial Institutions, and hence the details of difference between amount of the
valuation done at the time of one time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof is not applicable.
vi. There was no revision of financial statements and Board's Report of the Company
during the year under review.
35. ACKNOWLEDGEMENT:
Y our Directors wish to place on record their gratitude and deep appreciation for the
continued support and co-operation received by the Company from the shareholders,
company's clients, suppliers, bankers, business partners/ associates, financial
institutions and employees and look forward for their continued support in the future as
well.
Your Directors appreciate and value the contribution made by every member of the MNCL
family.