monotype india ltd Directors report

TO THE MEMBERS,

Your Directors have pleasure in presenting the 48th Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2023.

1. FINANCIAL PERFORMANCE

(Rs.)

Particulars	2022-2023	2021-2022
Total Income	1,20,000	17,26,11,681
Total Expenditure	19,59,206	13,03,62,063
Profit/ (Loss) before exceptional and extraordinary items and tax	(18,39,206)	4,22,49,617
Exceptional item	(8,04,41,316)	6,49,84,801
Profit /(Loss) before tax	7,86,02,109	(2,27,35,184)
Less: Deferred Tax	43,138	40,615
Net Profit/(LosAsft)er Tax	7,85,58,971	(2,27,75,799)

2. OPERATIONS

Yaduka Financial Services Limited, a financial Creditor had filed a petition under Insolvency and Bankruptcy Code, 2016 (IBC) with the Honorable National Company Law Tribunal (NCLT), Mumbai Bench. The NCLT vide its order dated 18thFebruary, 2020 admitted the Corporate Insolvency Resolution Process (CIRP) in respect of the Company the Committee of Creditors (CoC) appointed Mr.PurusottamBeheram, as the Resolution Professional (RP), considering the above, the powers of the of the Board of Directors were been suspended. Subsequently the NCLT vide its order dated 12thJuly, 2021 Replaced Mr.FanendraMunot and appointed Mr.PurusottamBehera as RP with consent of M/s. Yaduka Financial Services Limited.

Subsequently, the NCLT, Mumbai, has approved the settlement agreement entered between the Directors of the Corporate Debtor and members of the CoC wide its order dated 25th January, 2023 whereby the application filed with NCLT under Section 9 of IBC by erstwhile financial creditor has been withdrawn and erstwhile management of thecompany is restored. Moreover, Annual General Meeting (AGM) for the financial year 2022-2023 was not conducted by the RP; now your directors are taking initiatives for conducting theAGM after the management of the company is restored.

The total income of the company decreases to Rs.1,20,000 in the financial year 2022-2023 from Rs.17,26,11,681 in the financial year 2021-2022. Total expenditure of the company in the FY 2022-2023 is Rs.19,59,206 as compare to Rs.13,03,62,063 in the FY 2021-2022. Company achieved profit of Rs.7,85,58,971 in the financial year 2022-2023 as compared to loss of Rs.(2,27,75,799) of the financial year 2021-2022.

3. DIVIDEND

Your directors do not recommend any dividend for the financial year 2022-2023

4. TRANSFER TO RESERVES

No amount is proposed to be transferred to reserves during the Financial Year 2022-2023.

5. SHARE CAPITAL

During the financial year under review, there were no changes in the issued, subscribed and paid-up share capital of the Company.

6. MATERIAL CHANGESAND COMMITMENTSAFTER THE END OF THE FINANCIALYEAR

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of this report. However, Yaduka Financial Services Limited, a financial Creditor had filed a petition unde Insolvency and Bankruptcy Code, 2016 (IBC) with the Honorable National Company Law Tribunal (NCLT), Mumbai Bench. The NCLT vide its order dated 18thFebruary, 2020 admitted the Corporate Insolvency Resolution Process (CIRP) in respect of the Company the Committee of Creditors (CoC) appointed Mr. Purusottam Beheram, as the Resolution Professional (RP), considering the above, the powers of the of the Board of Directors were been suspended. Subsequently the NCLT vide its order dated 12th July 2021 Replaced Mr. Fanendra Munot and appointed Mr. Purusottam Behera as RP with consent of M/s. Yaduka Financial Services Limited.

Subsequently, the NCLT, Mumbai, has approved the settlement agreement entered between the Directors of the Corporate Debtor and members of the CoC wide its order dated 25th January, 2023 whereby the application filed with NCLT under Section 9 of IBC by erstwhile financial creditor has been withdrawn and erstwhile management of the company is restored.

7. DEPOSIT:

The company has not accepted any public deposits under the provisions of the Companies Act, 2013 (Act).

8. TRANSFER OFAMOUNTS TO INVESTOR EDUCATIONAND PROTECTION FUND:

The Company dont have any fund for transfer to Investor Education and Protection Fund.

9. SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY:

The Company dont have any associate and joint venture company.

10. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Hence there does not exists any details to be mentioned in FormAOC-2 which is attached as "Annexure -A".

All Related Party Transactions are placed before the Audit Committee for approval. The Company has adopted a Related Party Transactions Policy. The policy as approved by theboard is uploaded on the Companys website at http://monotypeindialtd.in/Related- Party-Transaction.

11. SECRETARIAL STANDARDS OF ICSI:

The company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

12. CHANGE IN THE NATURE OF BUSINESS, IFANY:

There was no change in the nature of business of the company during the year.

13. PARTICULARS OF LOANS, GUARANTEEASND INVESTMENTS:

The company has not given any loans or guarantees or made any investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

14. STATE OFAFFAIRS OF THE COMPANY:

The Company is driven by passionate promoters from the industry engaged in trading in shares, financial services and Investment activities with a view to strengthen its existing platforms and building new ones. The Company continues to focus and grow by nurturing in our business of trading in shares and other financial services.

15. EXTRACT OFANNUAL RETURN:

In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) of the Companies Act, 2013the Annual Return as on 31st March, 2023 is available on the Companys website http://monotypeindialtd.in/Annual-Return.php

16. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of section 135 of the CompaniesAct,2013 are not applicable to the company.

17. CORPORATE GOVERNANCE:

Yaduka Financial Services Limited, a financial Creditor had filed a petition under Insolvency and Bankruptcy Code, 2016 (IBC) with the Honorable National Company Law Tribunal (NCLT), Mumbai Bench. The NCLT vide its order dated 18th February, 2020 admitted the Corporate Insolvency Resolution Process (CIRP) in respect of the Company the Committee of Creditors

(CoC) appointed Mr Purusottam Beheram, as the Resolution Professional (RP), considering the above, the powers of the of the Board of Directors were been suspended. Subsequently the NCLT vide its order dated 12thJuly, 2021 Replaced Mr. Fanendra Munot and appointed Mr. Purusottam Behera as RP withc on sent of M/s. Yaduka Financial Services Limited.

Subsequently, the NCLT, Mumbai, has approved the settlement agreement entered between the Directors of the Corporate Debtor and members of the CoC wide its order dated 25th January, 2023 whereby the application filed with NCLT under Section 9 of IBC by erstwhile financial creditor has been withdrawn and erstwhile management of the company is restored.

The Company has not complied with the requirements of Corporate Governance as per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in all material aspects. A report on Corporate Governance together with a certificate of its compliance from a Practising Company Secretary, forms part of this report.

18. MANAGEMENT DISCUSSIONANDANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report. Which is attached as "Annexure-B"

19. RISK MANAGEMENT POLICY:

The Board of Directors have adopted a risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may pose significant loss or threat to the Company. The Management identifies and controls risks through a defined framework in terms of the aforesaid policy. The Risk Management Policy is posted on the website of the Company i.e. http://monotypeindialtd.in/Policies.php.

20. WHISTLE BLOWER POLICY /VIGIL MECHANISM:

There is a Whistle Blower Policy in the Company and no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the website of the Company http://monotypeindialtd.in/ Policies.php.

21. POLICY FOR DETERMINATION OF MATERIALITY FOR DISCLOSURE OF EVENTS OR

INFORMATION:

The Company has framed a Policy for determination of Materiality for disclosure of events or Information under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 In accordance with the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The same has been hosted on the website of the Company and is accessible at the web i.e. http://monotypeindialtd.in/Policies.php.

22. INTERNAL CONTROL SYSTEMS:

The internal financial controls of the Company are commensurate with its size, scale and complexity of operations. The company has policies and procedures which inter alia ensure integrity in conducting business, timely preparation of reliable information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. The Audit Committee actively reviews the adequacy and effectiveness of the internal financial control systems and suggests improvements if any to strengthen the same.

23. ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

National Company Law Tribunal, Mumbai, has approved the settlement agreement entered between the Directors of the Corporate Debtor and members of the CoC wide its order dated 25th January, 2023 whereby the application filed with NCLT under Section 9 of IBC by erstwhile financial creditor has been withdrawn and erstwhile management of the company is restored.

24. DIRECTORS RESPONSIBILITY STATEMENT:

Yaduka Financial Services Limited, a financial Creditor had filed a petition under Insolvency and Bankruptcy Code, 2016 (IBC) with the Honorable National Company Law Tribunal (NCLT), Mumbai Bench. The NCLT vide its order dated 18th February, 2020 admitted the Corporate Insolvency Resolution Process (CIRP) in respect of the Company the Committee of Creditors (CoC) appointed Mr Purusottam Beheram, as the Resolution Professional (RP), considering the above, the powers of the of the Board of Directors were been suspended. Subsequently the NCLT vide its order dated 12th July, 2021 Replaced Mr. Fanendra Munot and appointed Mr. Purusottam Behera as RP withconsent of M/s. Yaduka Financial Services Limited.

Subsequently, the NCLT, Mumbai, has approved the settlement agreement entered between the Directors of the Corporate Debtor and members of the CoC wide its order dated 25th January, 2023 whereby the application filed with NCLT under Section 9 of IBC by erstwhile financial creditor has been withdrawn and erstwhile management of the company is restored.

In compliance of section 134(5) of theAct, the directors state that:

i. in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. they 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 year2022-2023.

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the CompaniesAct, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the annual accounts on a going concern basis.

v. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

19. DIRECTORS & KEY MANAGERIAL PERSONNEL:

1. The following officer of the Company have been designated as the Whole-time Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a. Mr.Naresh Jain - Wholetime Director

b. Mr.Naresh Jain - Chief Financial Officer

Appointment/Reappointment: Change in Directorate:

Mr. Rajendra Siddhoji Redekar (DIN: 02713973), who was appointed as an Additional Director pursuant to the provisions of Section 161 (1) of the Companies Act, 2013 and who holds office up to the date of 43rd Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years from 17th July, 2018 to 16th July, 2023.

Due to Company was under insolvency resolution process, The NCLT, Mumbai, has approved the settlement agreement entered between the Directors of the Corporate Debtor and members of the CoC wide its order dated 18th February, 2020 whereby the application filed with NCLT under Section 9 of IBC by erstwhile financial creditor has been withdrawn and erstwhile management of the company is restored.

Due to Company was under Insolvency and Bankruptcy Code, 2016 (IBC) with the Honorable National Company Law Tribunal (NCLT), Mumbai Bench, the re-appointment of Non- Executive - Independent Director was not done. Now, the Company is in process of re-appointment of Mr. Rajendra Siddhoji Redekar (DIN: 02713973) as an (Non- Executive) Independent Director w.e.f 8thAugust, 2023

Based on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board of Directors, the re-appointment of Mr. Rajendra Siddhoji Redekar (DIN: 02713973), as a Non-Executive, Independent Director of the Company, not liable to retire by rotation, for the second term of five years commencing from 08thAugust, 2023 upto07th August, 2028 (both days inclusive), is proposed at the ensuing 48th AGM for the approval of the Members by way of Special resolution.

2. Number of meetings of Board of Directors:

This information has been furnished under Report on Corporate Governance which forms part of this report.

3. Committees of Board:

This information has been furnished under Report on Corporate Governance which forms part of this report.

4. Meeting of Independent Directors:

Due to Company was under Insolvency and Bankruptcy Code, 2016 (IBC) with the Honorable National Company Law Tribunal (NCLT), Mumbai Bench no Independent director meeting was held.

5. Declaration from Independent Directors:

Due to Company was under Insolvency and Bankruptcy Code, 2016 (IBC) with the Honorable National Company Law Tribunal (NCLT), Mumbai Bench no declaration was received during the financial year 2022-2023.

6. Policy on DirectorsAppointment and Remuneration:

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for the selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy and the details pertaining to the remuneration paid during the year are furnished in the Corporate Governance Report which forms part of this report. The Policy is posted on the website of the Company i.e. www.monotypeindialtd.in.

7. Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and Circulars and Guidance Notes issued by SEBI in this regard, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees.

Due to Company was under Insolvency and Bankruptcy Code, 2016 (IBC) with the Honorable National Company Law Tribunal (NCLT), Mumbai Bench, no performance evaluation were done during the financial year 2022-2023.

26. INTERNALAUDITOR:

Board appointed M/s Abhishek R Jain & Co., Chartered Accountant (FRN:148930WN), Mumbaias an internalAuditor of the Company for the financial year 2022-2023.

27. STATUTORYAUDITORSAND HIS REPORT:

Appointment of M/s B M Gattani& Co., Chartered Accountants (Firm Registration Number 113536W) as Statutory Auditors of the Company in place of M/s Motilal & Associates LLP, CharteredAccountants (Firm Registration Number 106584W/W100751).

M/s Motilal & Associates LLP, Chartered Accountants, the current Statutory Auditors of the Company have completed their terms as Statutory Auditors of the Company. M/s Motilal & Associates LLP, Chartered Accountants are not statutorily eligible for reappointment and therefore cannot continue as StatutoryAuditors of the Company with effect from the conclusion of the 46thAnnual General Meeting.

At the Meeting held on May 26, 2023, the Board of Directors have recommended the appointment of M/s B M Gattani & Co., Chartered Accountants (Firm Registration Number 113536W) as Statutory Auditors of the Company, in place of M/s Motilal & Associates LLP, CharteredAccountants, to hold office from the conclusion of 46thAnnual General Meeting till the conclusion of the 51st Annual General Meeting on remuneration to be fixed by the Board of Directors as may be recommended by the Audit Committee, subject to the approval of the Members.

Pursuant 139, 142 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation made by the Audit Committee to the Board of Directors, M/s B M Gattani & Co., Chartered Accountants (Firm Registration Number 113536W) are appointed as Statutory Auditors of the Company who shall hold office from the conclusion of 46thAnnual General Meeting for a term of 5 consecutive years (from the financial year 2021-2022 to 2025-2026 )till conclusion of the 51st Annual General Meeting to be held in the calendar year 2026 and that the Board of Directors be and is hereby authorized to fix such remuneration as may be determined by the Audit Committee in consultation with the Auditors, and that such remuneration may be paid on a progressive billing basis in addition to reimbursement of all out-of- pocket expenses as may be incurred in connection with the audit of the accounts of the Company.

The Audit Report of M/s B M Gattani & Co., Chartered Accountants (Firm Registration Number 113536W) on the Financial Statements of the Company for the Financial Year 2022-2023 forms part of thisAnnual Report. The report does contain followings qualification, reservation, adverse remark or disclaimer:

1. The Company, being a listed company, has been mandatorily required under Section 203 of the Act, to have whole time Key Managerial Person which includes Company Secretary as defined under section 2(24) of the Act. During the year, the Company Secretary and Compliance Officer (Sneha Soni) had resigned from her post in February 2020. The Company was under CIRP Process from 18th February 2020 to 25th January 2023 and during the period no Company Secretary was appointed. The Company is now actively looking to fulfill the vacant position and appoint a Company Secretary.

2. Sub-section (1) of section 134 of the Act provides for approval and signing of financial statements which states that the Financial Statements are to be signed on behalf of the Board at least by the chairperson of the company where he is authorized by the Board or

Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed. The Company does not have a Company Secretary as on date of signing of financial statements and therefore it is not in compliance with section134 of the CompaniesAct, 2013.

The Company was under insolvency resolution process, The NCLT, Mumbai, has approved the settlement agreement entered between the Directors of the Corporate Debtor and members of the CoC wide its order dated 25th January, 2023 whereby the application filed with NCLT under Section 9 of IBC by erstwhile financial creditor has been withdrawn and erstwhile management of the company is restored, due to this appointment of Company Secretary was not done by the Director, now the Company is in process of appointment of Company Secretary.

28. SECRETARIALAUDITORAND HIS REPORT:

Pursuant to the provisions of section 204 of the Act, the Board has appointed Mr. Suprabhat Chakraborty, practising company secretary (C.P. No. 15878), to undertake secretarial audit of the Company.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed as "Annexure-C" to this Report. The report contains the following observation:

1. The Company, being a listed company, has been mandatorily required under Section 203 of the Act, to have whole time Key Managerial Person which includes Company Secretary as defined under section 2(24) of the Act. During the year, the Company Secretary and Compliance Officer (Sneha Soni) had resigned from her post in February 2020. The Company was under CIRP Process from 18th February 2020 to 25thJanuary 2023 and during the period no Company Secretary was appointed. The Company is now actively looking to fulfill the vacant position and appoint a Company Secretary.

2. Sub-section (1) of section 134 of the Act provides for approval and signing of financial statements which states that the Financial Statements are to be signed on behalf of the Board at least by the chairperson of the company where he is authorized by the Board or by two directors out of which one shall be managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed. The Company does not have a Company Secretary as on date of signing of financial statements and therefore it is not in compliance with section 134 of the CompaniesAct, 2013.

The Company was under insolvency resolution process, The NCLT, Mumbai, has approved the settlement agreement entered between the Directors of the Corporate Debtor and members of the CoC wide its order dated 25th January, 2023 whereby the application filed with NCLT under Section 9 of IBC by erstwhile financial creditor has been withdrawn and erstwhile management of the company is restored, due to this appointment of Company Secretary was not done by the Director, now the Company is in process of appointment of Company Secretary.

3. Independent directors of the Company have not clear online self-assessment proficiency test as per the Companies (Appointment and Qualification of Directors) Rules, 2014.

4. Annual Secretarial Compliance Report under Regulation 24A of SEBI (LODR) for the financial year 2022-2023 not yet submitted to the Stock Exchanges.

5. Company not submitted compliance certificate under Regulation 7(3), 13(3), 27(2), 31 and 40(9) of the of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2022-2023.

6. Company not submitted Certificate under Regulation 74 (5) of the SEBI (Depositories and Participants) Regulations, 2018 within time.

The Company was under insolvency resolution process, The NCLT, Mumbai, has approved the settlement agreement entered between the Directors of the Corporate Debtor and members of the CoC wide its order dated 25th January, 2023 whereby the application filed with NCLT under Section 9 of IBC by erstwhile financial creditor has been withdrawn and erstwhile management of the company is restored, due to this Annual Secretarial Compliance Report for the financial year 2022-2023 not submitted.

29. COSTAUDITORAND COSTAUDIT REPORT:

Appointment of CostAuditor is not applicable to your Company.

30. SEXUAL HARASSMENT:

The Company has adopted a policy in line with the requirements of Prevention of Sexual Harassment of Women at the Workplace. No complaint was received during the year under the said policy.

31. PARTICULAR OF EMPLOYEES:

Considering the provisions of Section 197(12) of theAct read with the relevant rules and h a v i n g referred to provisions of the First Proviso to Section 136(1) of theAct, theAnnual Report is being sent to the members of the Company, excluding details of particulars of employees and related disclosures. The said information/ details are available for inspection at the Registered Office of the Company during working hours, on any working day. Any member interested in obtaining this information may write to the Company Secretary and this information would be provided on request.

32. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in "Annexure-D" annexed hereto and forms part of this Report.

33. HEALTH, SAFETYAND ENVIRONMENT:

The company considers safety, environment and health as the management responsibility and therefore being constantly aware of its obligation towards maintaining and improving the environment across various spheres of its business activities.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS IMPACTING GOING

CONCERN STATUSAND COMPANYS STATUS IN FUTURE:

During year no significant and material orders were passed by any regulator or court or tribunal impacting the going concern status and Companys operations in future.

35. ACKNOWLEDGMENTS:

Your Directors place on record their appreciation for the continued co-operation and support extended to the company by the bankers, media professionals, customers and regulatory authorities. Your Directors also place on record sincere appreciation of the continued hard work put in by employees at all levels.

	Sd/-	Sd/-
	Naresh Jain	Suryakant Kadakane
	Wholetime Director & CFO	Director
	DIN: 00291963	DIN: 02272617
Date: 08/08/2023
Place: Mumbai