Munoth Capital Markets Ltd Directors Report.

To,

The Members,

Your Directors present the 37th Annual Report of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2019.

1. FINANCIAL RESULT

The financial performance of the Company for the Financial Year ended on 31stMarch, 2019 and for the previous financial year ended on 31stMarch, 2018 is given below:

(Amount in Rs.)
Particulars 2018-2019 2017-2018
Revenue from Operations 16,16,196 19,10,025
Other Income 17,47,071 16,83,483
Total 33,63,267 35,93,508
Employee Benefit Expenses 11,58,310 17,05,489
Finance Costs 94,687 1,88,999
Depreciation and amortization expense 93,660 1,13,610
Other Expenses 27,44,599 23,97,530
Total Expenses 40,91,257 44,05,627
Profit / (Loss) Before Exceptional and Extra Ordinary Items and Tax (7,27,989) (8,12,119)
Exceptional Items - -
Profit / (Loss) before Extra -Ordinary Items and Tax/ (7,27,989) (8,12,119)
Prior period Expenses 11,80,356 --
Profit / (Loss) Before Tax (19,08,345) (8,12,119)
Current Tax -- --
Deferred Tax 60,515 15,935
Profit / (Loss) for the Period (18,47,830) (7,96,184)

2. OPERATIONS

Revenue from operations for FY 2018-19 was Rs. 16,16,196/- compared to the Revenue from operations of Rs. 19,10,025/- of previous year. The loss before tax of the Company for the financial year 2018-19 stood at Rs. 19,08,345/- as against loss before tax of Rs. 8,12,119/- of previous year making loss after Tax for the financial year 2018-19 of Rs. 18,47,830/-as against loss after tax of Rs. 7,96,184 of Previous year.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

There were no changes in the nature of business of the Company during the year under review.

4. ANNUAL RETURN

The extract of the Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form No. MGT - 9 is enclosed herewith as Annexure 1 and the same has been placed at the Companys website under Section Investors - Annual Report.

5. BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 4(Four) times viz. 30th May, 2018; 14th August, 2019; 14th November, 2019;14th February, 2019

6. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and beliefthe Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on March 31, 2019 the applicable accounting standards have been followed and there are no material departure from the same,

b. The directors had 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 financial year and of the profit of the company for the financial year ended on March 31, 2019,

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of CompaniesAct, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

d. The directors had prepared the Annual Accounts on a going concern basis,

e. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. COMMENT ON AUDITORS REPORT

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on March 31, 2019. Furthermore, there were no frauds reported by the Auditors of the Company pursuant to Companies Act, 2013 and the rules made there-under. Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its Internal Financial Control systems commensurate with operations of the Company. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The Head of Internal Audit together with External Audit consults and reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects.

11. RESERVES

The Company has a Closing Balance of Rs. 9,06,978/- as Reserve and Surplus as on 31.03.2019.

The Closing Balance of Reserves and Surplus is bifurcated as follows:

Sr. No. Particulars Amount (in Rs.)
1. Balance at the beginning of the year 27,54,804
2. Current Years Profit / (Loss) (18,47,830)
3. Amount of Securities Premium 0
Total 9,06,978

12. DIVIDEND

To conserve resources for future prospect and growth of the Company, your Directors regret to declare Dividend for the Financial Year 2018-19 (Previous year - Nil).

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

Apart from the change as mentioned below, no material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statement relates and up till the date of Report:

15. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaidorunclaimedfor a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc. Further, there was no foreign exchange earnings and outgo during the financial year 2017-18 (Previous Year - Nil).

17. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives of the Company. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

18. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No. Name Designation DIN
1. Siddharth Jain Executive Director 00370650
2. Shantilal Jain Non-Executive Director 00370624
3. SumitKhanna Independent Director 01180220
4. VarshaGulecha Independent Director 07283903
5. Siddharth Jain CEO -
6. BhagyashreeSutaria Company Secretary -
7. Mr. Shantilal Jain CFO -

There was no change in the composition of the Board of Directors of the Company during the financial year 2018-19, however below changes have occurred after the close of the Financial year 2018-19:

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

20. DECLARATION BY INDEPENDENT DIRECTORS

Mr. SumitKhanna and Ms. VarshaGulecha, Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Directors. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

21. CORPORATE GOVERNANCE

Since the paid up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Boards Report.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate company.

23. DEPOSITS

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any deposits during the financial year. Hence the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

24. STATUTORY AUDITOR

M/s. B. Maheshwari& Co., Chartered Accountants, Mumbai were appointed as the Statutory Auditors of the Company for a period of 5 (five) years.The Auditors report for the financial year ended March 31, 2019 has been issued with an unmodified opinion, by the Statutory Auditors.

25. SECRETARIAL AUDITOR

The Board appointed M/s K. Jatin& Co., Practicing Company Secretaries, Ahmedabad to conduct Secretarial Audit for the Financial Year 2018-19. The Secretarial Audit Report for the financial year ended 31st March, 2019 is annexed herewith marked as Annexure-2 to this Report.

DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meeting of members of the Audit committee as tabulated below,was held 30th May, 2018; 14th August, 2019; 14th November, 2019; 14th February, 2019 and the attendance records of the members of the Committee are as follows:

Name Designation No. of the Committee Meeting entitiled No. of Committee Meeting attended
Siddharth Jain Chairman 4 4
SumitKhanna Member 4 4
VarshaGulecha Member 4 4

(The details of Committee members are as on the date of closure of the Financial Year i.e. 31st March, 2019.)

During the year all the recommendations made by the Audit Committee were accepted by the Board.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meeting of the members of the Nomination and Remuneration committee, as tabulated below, was held on14th August, 2019; 14th February, 2019 and the attendance records of the members of the Committee are as follows:

Name Designation No. of the Committee Meeting entitiled No. of Committee Meeting attended
Shantilal Jain Chairman 4 4
SumitKhanna Member 4 4
VarshaGulecha Member 4 4

(The details of Committee members are as on the date of closure of the Financial Year i.e. 31st March, 2019.)

C. Composition of Stakeholders Relationship Committee:

During the year under review, meeting of members of Stakeholders Relationship committee as tabulated below,was held on30th May, 2018; 14th August, 2019; 14th November, 2019;_14th February, 2019and the attendance records of the members of the Committee are as follows:

Name Designation No. of the Committee Meeting entitiled No. of Committee Meeting attended
Siddharth Jain Chairman 4 4
SumitKhanna Member 4 4
VarshaGulecha Member 4 4

(The details of Committee members are as on the date of closure of the Financial Year i.e. 31st March, 2019.)

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI(Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report,and provides the Companys current working and future outlook as per Annexure - 3.

28. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of
Shanti Nivas, Opposite Shapath V, MUNOTH CAPITA L MARKET LIMITED
Near Karnavati Club, S.G Road, Sd/-
Ahmedabad - 380 058 Siddharth S Jain
Director
Date: 14th August, 2019 Place: Ahmedabad Din: 00370650