Monotype India Ltd Management Discussions

Your Directors are pleased to present the Management Discussion and Analysis Report for the financial year ended 31st March, 2024 as stipulated under Regulation 34 (2) (e) read with Schedule VB of SEBI (LODR) Regulations, 2015.

The management of the Company is presenting herein the overview, opportunities and threats, initiatives by the Company and overall strategy of the Company and its outlook for the future. This outlook is based on managements own assessment and it may vary due to future economic and otherfuture developments in the country.

INDUSTRY STRUCTURE AND DEVELOPMENTS:

The Company is engaged in trading in shares, financial services and Investment activities where the outlook of the business seems to be encouraging over and above.

OVERALL REVIEW:

As a Financial and Investment Company, your company is engaged in providing finance and to make investment in any form whatsoever including investment in shares, stocks, bonds or other securities and to carry on the business of financing, industrial or other enterprises and to act as financial advisors in companies, corporations, enterprises, business organizations or any other association of persons. The Company is exposed to all risks & threat which financial market faces. In financial services business, effective risk management has become very crucial. Your Company is exposed to credit risk and many other risks. All these risks are continuously analyzed and reviewed at various levels of management through an effective information system.

Company achieved total income of Rs. 1059.67 Lakhs in the financial year 2023-2024 as compare to Rs. 1.20 Lakhs in the financial year 2022-2023. Total expenditure of the company in the FY 2023-2024 is Rs. 131.02 Lakhs as compare to Rs. 19.59 Lakhs in the FY 2022-2023. Company achieved profit of Rs. 926.73 Lakhs in the financial year 2023-2024 as compared to profit of Rs. 785.59 Lakhs of thefinancial year 2022-2023.

OPPORTUNITIES AND THREATS:

OPPORTUNITIES:

Market Potential-There is lot of scope for improvement, alteration or changing or creating new investments. Scope for diversification into other products is very high.

• Exposure to export and domestic markets.

• Exporter-friendly government policies.

• Growing international and domestic markets.

• Growing Demand.

THREATS:

• Increase in competition.

• Customer & Geographical concentration.

OUTLOOK:

Monotype India Limited remains confident of the long term growth prospects & opportunities ahead of it in its business and chosen customer segments.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate Internal Control System commensurate with its size and operations. Management has overall responsibility for the Companys Internal Control System to safeguard the assets and to ensure reliability of financial records.

Audit Committee reviews all financial statements and ensures adequacy of internal control systems.

DISCUSSIONS ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

Company achieved total income of Rs. 1059.67 Lakhs in the financial year 2023-2024 as compare to Rs. 1.20 Lakhs in the financial year 2022-2023. Total expenditure of the company in the FY 2023-2024 is Rs. 131.02 Lakhs as compare to Rs. 19.59 Lakhs in the FY 2022-2023. Company achieved profit of Rs. 926.73 Lakhs in the financial year 2023-2024 as compared to profit of Rs. 785.59 Lakhs of the financial year 2022-2023.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATION FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED:

The employees are satisfied and having good relationship with the Management.

CAUTIONARY STATEMENT:

Statements in this Management Discussion and Analysis Report describing the Companys objectives, projections, estimates and expectations may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed or implied.

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

M/s Monotype India Ltd

CIN: L72900MH1974PLC287552

2, First Floor, Rahimtoola House,

7 Homji Street,

RBI Homimal Circle,

MUMBAI -400001.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Monotype India Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 st March,2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

: have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 st March 2024, according to the provisions of:

a. The Companies Act, 2013 (the Act) and the rules made there under;

b. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

c. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

d. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

e. The following Regulations and Guidelines prescribed under the Securities and Exchange Board oflndiaAct, 1992 (SEBI Act):

i. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

ii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

iii. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(Not applicable to the Company during the Audit Period)

iv. The Securities and Exchange Board of India (Share Based Employee Benefits)Regulation, 2014;

(Not applicable to the Company during the Audit Period)

v. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the Audit Period)

vi. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

vii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

(Not applicable to the Company during the Audit Period) and;

viii. The Securities and Exchange Board of India (Buyback of Securities)Regulations, 1 998;

(Not applicable to the Company during the Audit Period)

I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

I have also examined compliance with the applicable clauses of the following:

1. The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 (the "LODR");

2. Secretarial Standard issued by The Institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,Standards,etc.mentionedaboveSubjecttothefollowingObservation:

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

2. 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. 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. On 29.12.2023 Ms. Prerna Mehta appointed as Company Secretary of the Company.;

I further report that

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

• Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that there is scope to improve the systems and processes in the company and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Date: 28/08/2024	Suprabhat Chakraborty.
Place: Kolkata	Company Secretary in Practice
	Sd/-
	ACS No.:41030
	C.P No.: 15878
	UDIN:A041030F001060719
	Peer Review Certificate no.: 2284/2022