Monotype India Ltd Directors Report

TOTHEMEMBERS,

Your Directors have pleasure in presenting the 49th Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2024.

1. FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Particulars	2023-2024	2022-2023
Total Income	1059.67	1.20
Total Expenditure	131.02	19.59
Profit/ (Loss) before exceptional and extraordinary items and tax	928.66	(18.39)
Exceptional item	1.40	(804.41)
Profit/(Loss) before tax	927.26	786.02
Less: Deferred Tax	0.53	0.43
Net Profit/(LosAsft)erTax	926.73	785.59

2. OPERATIONS

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.

3. DIVIDEND:

Your directors do not recommend any dividend for the financial year 2023-2024.

4. TRANSFER TO RESERVES:

No amount is proposed to be transferred to reserves during the Financial Year 2023-2024.

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.

4. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:

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 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 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.

Moreover, Annual General Meeting (AGM) for the financial year 2019-2020, 2020-2021,20212022 and 2022-2023 was conducted in the financial year 2023-2024.

5. DEPOSIT:

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

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company dont have any fund fortransferto Investor Education and Protection Fund.

7. SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY:

The Company dont have any associate and joint venture company.

8. 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 Form AOC-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 the board is uploaded on the Companys website at http://monotypeindialtd.in/Related-Party-Transaction.

9. 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).

10. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

11. 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.

12. STATE OF AFFAIRS 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.

13. EXTRACTOF ANNUAL RETURN:

In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on 31st March, 2024 is available on the Companys we bsi te http://monotvpeindialtd.in/Annual-Return.Dhp

14. CORPORATE SOCIAL RESPONSIBILITY:

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

15. CORPORATE GOVERNANCE:

After 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 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.

16. MANAGEMENT DISCUSSIONAND ANALYSIS 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"

17. 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.

18. WHISTLE BLOWER POLICY/VIGILMECHANISM:

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://monotvpeindialtd.in/Policies.php.

19. 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://monotvoeindialtd.in/Policies.Dhp.

20. INTERNALCONTROLSYSTEMS:

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.

21. ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders passed by any Regulators or Court or Tribunal during the financial year.

22. DIRECTORS RESPONSIBILITY STATEMENT:

In compliance of section 134(5) of the Act, 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 year 2023-2024.

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 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.

23. DIRECTORS & KEY MANAGERIAL PERSONNEL:

1. The following officers 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:

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 08th August, 2023 upto 07th August, 2028 (both days inclusive), is proposed at the ensuing 48th AGM for the approval of the Members byway of Special resolution.

Company Secretory

Ms. Prerna Mehta Appointed as Company Secretory and Compliance Officer of the Company w.e.f. 29-12-2023

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:

The Independent Directors of the Company at their meeting held on 02nd February, 2024 reviewed the performance of non- independent directors and the Board as a whole including the Chairman of the Company by taking into consideration views expressed by the executive directors and non-executive directors at various level pertaining to the quality, quantity and timeliness of flow of information between the company, management and the board have expressed their satisfaction.

5. Declaration from Independent Directors:

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act, as amended, and regulation 16oftheSEBI Listing Regulations.

The Board had taken on record the declaration and confirmation submitted by the independent directors regarding meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

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. https://www.monotypeindialtd.in/Policies.php.

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.

26. INTERNALAUDITOR:

Board appointed M/sAbhishek R Jain& Co., Chartered Accountant(FRN:148930WN), Mumbai asan internal Auditor of the Companyforthefinancialyear2023-2024.

27. STATUTORY AUDITORS AND HIS REPORT:

M/s. B M Gattani & Co., Chartered Accountants, (Firm Registration Number 113536W) were appointed as Statutory Auditors of the Company for a term of five years from the conclusion of 46th Annual General Meeting until the conclusion of 51st Annual General Meeting of the

Company. As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Audit Report of M/s. B M Gattani & Co. on the Financial Statements of the Company for the Financial Year 2023-24 forms part of this Annual Report. The report does not contain any qualification, reservation, adverse remark ordisclaimer.

28. SECRETARIAL AUDITOR AND 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.

Areportfrom the secretarial auditorin 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. 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.

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

Independent Directors are in process to complete online self-assessment proficiencytest as perthe Companies (Appointment and Qualification of Directors) Rules, 2014

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by Mr. Suprabhat Chakraborty for FY2022-2023 has been submitted with the stock exchange.

29. COST AUDITOR AND COST AUDIT REPORT:

Appointment of Cost Auditor 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 the Act read with the relevant rules and having referred to provisions of the First Proviso to Section 136(1) of the Act, the Annual 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 ANDOUTGO:

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, SAFETY AND 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 STATUS AND 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 putin by employees at all levels.

	For and on behalf of Board of Directors
	Sd/-	Sd/-
	Naresh Jain	Suryakant Kadakane
	Wholetime Director & CFO	Director
	DIN: 00291963	DIN: 02272617
Date: 28/08/2024
Place: Mumbai