monarch networth capital ltd share price Directors report

To,

The Members of,

Monarch Networth Capital Limited

The Board of Directors (the "Board") of your Company have the pleasure in presenting the 30^th Boards Report together with the Audited Financial Statements for the financial year ended 31^st March, 2023.

FINANCIAL HIGHLIGHTS

The standalone and consolidated financial statements for the financial year ended 31^st March, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

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

Particulars	Standalone Year Ended		Consolidated Year Ended
	31st March, 2023	31st March, 2022	31st March, 2023	31st March, 2022
Revenue & other Income	15,127.40	14,698.99	16,201.13	15,456.13
Profit before Tax	4,720.45	6,576.52	5,792.53	7,216.60
Tax Expenses:
Short & Excess Tax Provision	17.87	27.54	8.4	(33.79)
Current Tax	1210.62	1,622.66	1,479.46	1,793.77
Deferred tax	8.16	25.48	7.43	25.62
Mat Receivable	0.00	25.92	0	25.92
Profit After Tax	3,483.81	4,874.92	4,297.24	5,405.08
Minority Interest	-	-		-
Share of Profit/(Loss) from Associates	-	-	(0.07)	(0.06)
Net profit for the year	3,483.81	4,874.92	4,297.16	5,405.01
Other comprehensive (loss)/income for the year	(18.78)	378.18	(18.78)	378.18
Total comprehensive income for the year	3,465.03	5,253.10	4,278.38	5,783.19
EPS:
- Basic	10.23	16.92	12.63	18.63
- Diluted	10.23	15.43	12.63	18.19

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

( in Lakhs)

Particulars	Standalone		Consolidated
	31st March, 2023	31st March, 2022	31st March, 2023	31st March, 2022
a) Broking and Related Services
1) Fees and commission income	7951.69	9001.33	7951.69	9001.33
2) Interest Income	4515.52	3233.36	4515.52	3233.36
3) Merchant Banking & Other Services	1844.90	825.50	1844.90	825.50
4) Asset Management Services	217.88	695.76	217.88	695.76
5) Others (Un-allocated)	597.41	943.04	600.19	943.38
b) Non-Banking financial business	-	-	937.91	620.69
c) Insurance business	-	-	133.04	136.14
TOTAL	15127.40	14698.99	16201.13	15456.14

STATE OF COMPANYS AFFAIRS

Discussion on state of Companys affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review.

SHARE CAPITAL

As on March 31, 2023, the paid up equity share capital of the company was 33,86,95,180/- i.e. 3,38,69,518 equity shares of 10/- each.

During the year under review the Company had issued 28,20,000 Equity shares of face value of 10/- each (Rupees Ten Only) out of 29,90,000 Fully Convertible Warrants issued and allotted on August 06, 2021, at an issue price of 72/- each (Rupees Seventy Two Only) by way of preferential allotment on a private placement basis to the persons belonging to Non-Promoter Category. Rest 1,70,000 Fully Convertible Warrants has been cancelled on account of un-willingness/non subscription of the warrant holders to exercise the conversion option.

EMPLOYEE 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. 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 Employees.

During the year review, no material change in the Companys existing plan has been made and the plan is in compliance with SEBI Regulations.

Pursuant to the requirements of the Securities and 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 Plan 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.

TRANSFER TO RESERVES:

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

DIVIDEND:

The Board has recommended Final Dividend of 1/- per Equity Share (i.e. 10% of the Face Value) for the financial year 2022-23 in the Board Meeting of the Company held on 25^th May, 2023, subject to approval of Shareholders at the ensuing Annual General Meeting ("AGM").

STOCK 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.

BOARD OF DIRECTORS:

The Board of the Company comprises of 6 (Six) Directors as on March 31, 2023, the details are as below:

Name of the Director	DIN	Designation
1 Ms. 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 Director

DIRECTORS RETIRING BY ROTATION AND RE-

APPOINTMENT:

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

Mr. Vaibhav Shah, Managing Director of the Company has been re-appointed for a period of 05 (Five) years w.e.f. 01^st December, 2023 to 30^th November, 2028 subject to the approval of shareholders in ensuing AGM.

Your 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 30^th 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.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Below changes took place in Key Managerial Personnels of the company during the year under review

1. Mr. Tarak Shah, Chief Financial Officer of the company resigned w.e.f. closing hours of 10^th August, 2022.

2. Mrs. Hetvi Gandhi has been appointed as Chief Financial Officer of the Company w.e.f. 11^th August, 2022.

Further there were no changes in Directors of the Company during the Financial Year under review.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

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: 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 its performance; iv. Providing perspectives and feedback going beyond information provided by the management; v. Ability to contribute to and monitor our corporate governance practices.

COMMITTEES OF THE BOARD:

There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance and forms part of this Annual Report.

ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2023 is available on the Companys website and can be accessed at https://www.mnclgroup.com/investor-relation.

MEETINGS OF THE BOARD:

During the year under review, the Board of Directors has held Eleven (11) Board meetings. The details of the Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the 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.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company has 4 (Four) Subsidiary Companies and

1 (One) Associate Companies as on 31^st March, 2023. 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. Further, a report on the performance and financial position of each of the Companys subsidiaries and associate companies for the financial year ended March 31, 2023 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 Companys 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 Companys website 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to Section 186 of Companies Act, 2013 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arms Length basis. No Material Related Party Transactions, entered during the year by your Company as per Section 188 of the Companies Act, 2013 which require approval of the member. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company. Further disclosure of transactions with related parties is set out as part of the financial statements.

In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Companys website: https://www.mnclgroup. com/investor-relation/investor-relation-policy;

PARTICULARS OF REMUNERATION:

The requisite details pursuant to Section 197 of 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".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Companys operations forms part of this Annual Report as "Annexure –III".

CORPORATE GOVERNANCE:

Your Company believes in adopting best 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 Companys 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 VKM & Associates, Practising Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is provided as "Annexure –IV" to this Annual Report.

PUBLIC DEPOSITS:

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

CORPORATE 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 Companys website at https://www.mnclgroup.com/investor-relation/investor-relation-policy

The report on Corporate Social Responsibility initiatives as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given as

"Annexure-V".

WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / 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 2022-23, no employee or director was denied access to the Audit Committee.

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of 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

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL)

ACT, 2013:

Your 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 2022-23, 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

RISKS AND AREAS OF CONCERN:

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.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

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. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

INTERNAL AUDITOR:

The Company has re-appointed M/S. Rushil Soni & Co., Chartered Accountants, Ahmedabad as its Internal Auditor vide Board Meeting dated 30^th May, 2022. The Internal Auditor has given his reports on quarterly basis to the Audit Committee.

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.

STATUTORY AUDITORS:

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

The Auditors Report for the year ended 31^st March, 2023 does not contain any qualification, reservation or adverse remark. Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review. The Auditors Report is enclosed with Financial Statements in this Annual Report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the CompaniesAct,2013andtheCompanies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr. Vijay Kumar Mishra, Partner, VKM & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended 31^st March, 2023 is enclosed as "Annexure VI" to this Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant 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

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

Particulars	Year ended 31st March, 2023	Year ended 31st March, 2022
Foreign exchange earning	73,350.60	72629.5
Foreign exchange Outgo	Nil	Nil

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31^st March, 2023 and till the date of the Director Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

ACKNOWLEDGEMENT:

Your 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, companys 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.

	For and on behalf of the Board of Directors
Place: Ahmedabad	Vaibhav Shah	Manju Bafna
Date: 23rd August, 2023	Managing Director	Chairman cum Whole-Time Director