Directors Report of Munoth Capital Market Ltd.

Mar 31, 2023

Your Directors hereby present the 41^st Board''s Report on the Business and Operations of the Company together with the Audited Financial Statements along with the Auditor''s Report for the Financial Year ended on 31^st March, 2023.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2023 is summarized as below:

Particulars	Financial Year 2022-23	Financial Year 2021-22
Revenue from Operations	11.24	13.58
Other Income	19.77	20.48
Total Revenue	31.00	34.06
Total Expenses	57.03	20.56
Profit / Loss before Depreciation, Exceptional and Extra Ordinary Items and Tax Expenses	(26.03)	13.49
Less: Depreciation / Amortization / Impairment	0.00	0.00
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	(26.03)	13.49
Less: Exceptional and Extra Ordinary Items	0.00	0.00
Profit / Loss before Tax Expenses	(26.03)	13.49
Less: Current Tax	0.00	0.00
Deferred Tax	0.00	0.00
Other Comprehensive Income for the period	2.56	2.51
Total Comprehensive Income for the period	(23.48)	16.01

2. OPERATIONS:

Total revenue from operations for Financial Year 2022-23 is Rs. 31 Lakhs compared to the total revenue from operations of Rs. 34.06 Lakhs of previous Financial Year. The Company has incurred Loss before tax for the Financial Year 2022-23 of Rs. (23.48) Lakhs as compared to Profit of Rs. 16.01 Lakhs of previous Financial Year. Net Loss after Tax for the Financial Year 2022-23 is Rs. (23.48) Lakhs as against Net Profit of Rs. 16.01 Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the year under review.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website at www.munoth.com

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The authorized share capital of the Company as on 31^st March, 2023 is Rs. 9,09,00,000/-(Rupees Nine Crores Nine Lakhs) divided into 18180000 (One Crore Eighty One Lakhs Eighty Thousand) Equity Shares of Rs. 5/- (Rupees Five Only) each.

B. PAID-UP SHARE CAPITAL:

The paid-up share capital of the Company as on 31^st March, 2023 is Rs. 4,49,55,000/-(Rupees Four Crores Forty Nine Lakhs Fifty Five Thousand Only) divided into 8991000 (Eighty Nine Lakhs Ninety One Thousand) equity shares of Rs. 5/- (Rupees Five Only).

6. DIVIDEND:

In view of losses, your directors do not recommend any dividend for the Financial Year 202223 (Previous year - Nil).

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for 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.

8. TRANSFER TO RESERVES:

The loss of the Company for the Financial Year ending on 31^st March, 2023 is transferred to profit and loss account of the Company under Reserves and Surplus.

9. 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:

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

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 Company''s policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 5 (Five) times viz. 30^th May, 2022, 13^th August, 2022, 20^th August, 2022, 14^th November, 2022, and 14^th February, 2023.

12. DIRECTORS RESPONSIBILITYSTATEMENT:

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 belief the Board of Directors hereby submit that:

a In the preparation of the Annual Accounts, for the year ended on 31^st March, 2023 the applicable accounting standards read with requirements set out under Schedule III to the Act, 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 31^st March, 2023. c The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 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.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

14. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors'' Report:

The observations of the Statutory Auditor, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not calls for any further comment.

ii. Secretarial Auditor''s Report:

The observation of the Secretarial Auditor, as per Secretarial Report i.e. MR-3 and do not calls for any further comment.

15. PARTICULARS OF LOANS, GUARANTEES, SECURITIES COVERED 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.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions to be entered by the Company with related parties will be in the ordinary -Course of business and on an arm''s length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The 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 Company''s current working and future outlook as per Annexure - 1.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	38.18
2.	Current Year''s Profit / Loss	(26.03)
Total		12.15

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

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

21. 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.

There were no foreign exchange earnings or outgo during the year under review.

Sr. No.	Foreign exchange earnings and outgo	F.Y. 2022-23	F.Y. 2021-22
1.	Foreign exchange earnings	Nil	Nil
2.	CIF value of imports	Nil	Nil
3.	Expenditure in foreign currency	Nil	Nil
4.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	Nil	Nil

22. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company''s Policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.munoth.com.

23. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

The Company does not have any Holding / Subsidiary / Associate Company and Joint Venture.

24. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

25. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

26. STATE OF COMPANY''S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

28. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

29. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2022-23.

30. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has entered into related party transactions, Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

31. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sr. No.	Name	Designation	DIN
1.	Mr. Siddharth Jain	Non-Executive Director	00370650
2.	Mr. Siddharth Jain	Director	00370650
3.	Mr. Shantilal Jain	Non-Executive Director	00370624
4.	Mr. Sumit Khanna	Independent Director	01180220
5.	Ms. Varsha Gulecha	Women Independent Director	07283903
6.	Mr. Siddharth Jain3	Chief Executive Officer	ABVPJ7335D
7.	Mr. Shantilal Jain4	Chief Financial Officer	AABPJ3286E
8.	Ms. Ankita Sharma2	Company Secretary	FTCPS5085K
9.	Ms. Bhagyashree Sutaria1	Company Secretary	HEQPS4055J

¹ Ms. Bhagyashree Sutaria had given resignation from the post of Company Secretary w.e.f. 13^th March, 2023.

². Ms. Ankita Sharma had been appointed as a Company Secretary w.e.f. 25^th July, 2023.

³. Mr. Siddharath Jain resigned as Chief Executive Officer w.e.f. 4^th September, 2023.

⁴ Mr. Shantilal Jain resigned as Chief Financial Officer w.e.f. 4^th September, 2023.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2022-23 and till the date of Board''s Report.

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

32. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Sumit Khanna and Ms. Varsha Gulecha, 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 Director. 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.

33. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, quarterly compliance report on requirement Corporate Governance is not applicable to the Company.

34. 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.

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non -Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

36. AUDITORS:

A. Statutory Auditor:

M/s. V. R. S K & Co., Chartered Accountants, Mumbai, Maharashtra (Firm Registration No. 111426W), were appointed as the Statutory Auditors of the Company for the period of 5 (Five) consecutive years from the conclusion of 40^th Annual General Meeting held in the year 2022 till the conclusion of 45^th Annual General Meeting of the Company to be held in the year 2027.

The Auditor''s report for the Financial Year ended 31^st March, 2023 has been issued with an unmodified opinion, by the Statutory Auditor.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Mr. Gaurav Bachani, Proprietor of M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2022-23.

The Secretarial Audit Report for the Financial Year 2022-23 is annexed herewith as Annexure - 2 in Form MR-3. There are no adverse observations in the Secretarial Audit Report which call for explanation.

C. Internal Auditor:

The Board of directors has appointed M/s. K D N & Associates., Chartered Accountants, as the internal auditor of the Company. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

37. DISCLOSURES A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held on 30^th May, 2022, 13^th August, 2022, 14^th November, 2022 and 14^th February, 2023 the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Sumit Khanna	Chairperson	4	4
Ms. Varsha Gulecha	Member	4	4
Mr. Siddharth Jain	Member	4	4

(The details of Committee members are as on the date of closure of the Financial Year i.e. 31st March, 2023.) 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, meetings of the members of the Nomination and Remuneration committee, as tabulated below, was held on 20^th August, 2022 and 14^th February, 2023 the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Sumit Khanna	Chairperson	2	2
Ms. Varsha Gulecha	Member	2	2
Mr. Shantilal Jain	Member	2	2

(The details of Committee members are as on the date of closure of the Financial Year i.e. 31^st March, 2023.)

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholders'' Relationship committee as tabulated below, was held on 13^th August, 2022 and 14^th November, 2022 and the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Sumit Khanna	Chairman	2	2
Ms. Varsha Gulecha	Member	2	2
Mr. Siddharth Jain	Member	2	2

(The details of Committee members are as on the date of closure of the Financial Year i.e. 31^st March, 2023.)

38. 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.

39. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

40. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Act in respect of activities carried out by the Company.

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

43. 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, Opp. Shapath - V, Nr. Munoth Capital Market

Karnavati Club, S.G.Road, Limited

Ahmedabad, Gujarat - 380 058

Sd/- Sd/-

Siddharth Jain Shantilal Jain

Place: Ahmedabad Director Director

Date: 4^th September, 2023 DIN: 00370650 DIN: 00370624

---

Mar 31, 2016

To :

THE MEMBERS :

The Board of Directors have pleasure in presenting the Annual Report together with Audited Statement of Accounts for the year ended 31^st March, 2016.

FINANCIAL RESULTS :

The Financial results for the year are as under :

(Rs. In Lacs)

Particulars	2015-16	2014-15
Total Income	66.79	86.58
Expenses	72.93	63.22
Profit / (Loss) Before Tax	(6.14)	23.36
Provision for Taxation
- Current Tax	--	4.86
- Taxation Adjustment for P.Y.	0.11	1.76
- Deferred Tax	0.30	0.13
Profit/(Loss) after Tax	(6.55)	16.61

STATE OF COMPANY’S AFFAIRS:

The total income of the Company for the current year comes Rs. 66,79,262.00/- as compared to Rs. 86,57,953.00/- for previous financial year. The Company has incurred a loss of Rs. 6,54,699.00/- during the current year as compared to profit of Rs. 16,60,476.00/- for previous financial year.

DIVIDEND AND RESERVE :

The Board of Directors do not recommend any Dividend and do not propose any amount of the profit to be transferred to reserves.

DEPOSITS :

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

The Details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this report as Annexure - A and forms an integral part of this report.

NUMBER OF BOARD MEETINGS:

The Board of Directors duly met Six times during the financial year from 1^st April, 2015 to 31^st March, 2016. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.

DIRECTORS :

Mr. Shantilal Misrimal Jain (DIN: 00370624), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The Board of Directors appointed Mrs. Varsha Aakesh Gulecha as a Non-Executive Director as on 16th September, 2015 to hold office up to the next Annual General meeting. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member, signifying his intention to propose Mrs. Varsha Aakesh Gulecha as a candidature for the office of Director of the Company. Your Director recommends her appointment at the Board.

The Company has received a declaration of independence from Mrs. Varsha Aakesh Gulecha (DIN: 07283903) confirming that she meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under SEBI Listing Regulations.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance and that of its Committees and Directors pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirement) Regulations,

2015. The performance of the Board and committees were evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors and assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and separately perform the duties.

COMMITTEES OF DIRECTORS:

The details of various Committee of Directors constituted by the Board of Directors under various provisions of Companies Act, 2013 and Rules made there under and Listing Regulations, Meetings & Attendance, terms of reference and other details are provided in the Corporate Governance Report annexed with the Directors’ Report.

DIRECTOR''S RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

i) in the preparation of the annual accounts for the year ended March 31, 2016, 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 ended 31^st March, 2016 and of the profit or loss of the company for the same period,

iii) the Directors 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; if any.

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

v) they have laid down internal financial controls in the Company that are adequate and were operating effectively.

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

CONSERVATION OF ENERGY ETC. :

The Company has no activities having conservation of Energy or technological absorption. The Company didn’t have any foreign Expenditure or Earnings during the year under review.

AUDIT OBSERVATIONS:

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

AUDITORS: STATUTORY AUDITORS:

As per provisions of Section 139 of the Companies Act, 2013 the appointment of Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Vijay R. Tater & Co., Chartered Accountants, Mumbai, (Firm Regn. No.: 111426W) as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with Section 141 of the Companies Act. 2013.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as part of this report as Annexure-B.

LISTING AGREEMENT WITH STOCK EXCHANGE:

Pursuant to the provisions of Listing Regulations, the Company declares that the Equity Share of the Company are listed on the BSE Limited (BSE). The Company has entered into new Listing Agreement with BSE Ltd. in terms of provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 within the prescribed time limit.

The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to BSE where the Company’s shares are listed.

DEMATERIALISATION OF SHARES:

86.01% of the company’s paid up Equity Share Capital is in dematerialized form as on 31st March, 2016 and balance 13.99% is in physical form. The Company’s Registrar is M/s. Purva Sharegistry (India) Private Limited having their Registered office at 9, Shiv Shakti Industrial Estate, J.R.Boricha Marg, Lower Parel (East), Mumbai - 400011.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report has been enclosed herewith as per Annexure -C and forming part of the Directors’ Report.

CORPORATE GOVERNANCE :

It is not mandated to company to give a report on Corporate Governance as the provisions of SEBI Listing Regulations regarding Corporate Governance is not applicable to the Company but for better governance a separate Report on Corporate Governance for the year ended on 31^st March, 2016 is attached herewith as a part of this report viz Annexure -D.

A certificate on its compliance from M/s. Pankaj K. Shah Associates, Chartered Accountant, is obtained and annexed to the Corporate Governance Report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

VIGIL MECHANISM:

The Company has a Vigil mechanism and whistle blower policy under which the employees are free to report any act of serious misconduct or wrongful activity being occurred or suspected to occur within the organization. No employee of the Company is denied access to the Audit Committee.

RELATED PARTY TRANSACTIONS:

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arm’s length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company and Directors is furnished hereunder:

Sr. No.	Name	Designation	Remuneration paid FY 2015-16. Rs. In Lakhs	Remuneration paid FY 2014-15. Rs. In Lakhs	Increase in remuneration n from previous year Rs. In Lakhs
1	Shantilal Misrimal Jain (DIN:00370624)	Director	--	--	--
2	Siddharth Shantilal Jain (DIN:00370650)	Director	--	--	--

3	Mukesh Hakralal Patel (DIN:05179865)	Director	--	--	--
4	Sumit Khanna (DIN:01180220)	Director	--	--	---
5	Varsha Aakesh Gulecha (DIN:07283903)	Director	--	--

DETAILS OF SUBSIDIARY/IOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE AND FINANCIAL POSITION:

Wholly owned Subsidiary Company:

The Company has subsidiary M/s. Munoth Retail Private Limited as on March 31, 2016. There has been no material change in the nature of the business of the subsidiary.

The Financial results of the Subsidiary M/s. Munoth Retail Private Limited for the year are as under :

(Rs. In Lac)

PARTICULARS	2015-16	2014-15
Total Income	--	--
Total Expenditure	133.51	63.59
Profit/(Loss) before Tax	(133.51)	(63.59)
Provision for Taxation : - Current Tax
Profit/(Loss) after Taxation	(133.51)	(63.59)

As required under SEBI Listing Regulations, consolidated financial statement of the Company and its subsidiary is attached. The consolidated financial statement has been prepared in accordance with section 129(3) of the Companies Act, 2013. The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the Company and its subsidiary.

Joint Venture or Associate Companies:

The Company does not have any joint venture or associate companies within the meaning of Section 2(6) of the Companies Act, 2013.

CONSOLIDATED ACCOUNTS:

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting standards viz. AS-21 issued by the institute of Chartered Accountants of India and forms a part of this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a sound Internal Control System which is in tune of its volume and line of operations. The Company has clearly laid down policies, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate.

The internal audit is entrusted to M/s. Pankaj K. Shah Associates, Chartered Accountant, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Audit plays a key role in providing assurance to the Board of Directors. To maintain its objectivity and independence, the internal Audit function reports to the Audit Committee.

GENERAL:

1. The Company has shifted its registered office from State of Maharashtra to the State of Gujarat.

2. During the year under review, there has been no change in the nature of business of the Company and there is no material change and/or commitments, affecting the financial position of the Company, during the period from 31^st March, 2016 to till the date of this report.

3. During the year under review, there was no significant and/or material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operation.

4. The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel for purchase of its own shares and hence, the disclosure under section 67(3)(c) of the Companies Act, 2013 does not require.

5. The Disclosure in terms of Rule 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as the Company does not have any equity shares with differential voting rights.

6. There were no complaints received and reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) ACT, 2013.

ACKNOWLEDGMENTS:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers, and Shareholders for their continued support and guidance.

Your Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

ON BEHALF OF THE BOARD OF DIRECTORS

Date : 30.05.2016 sd sd

Place : Ahmedabad

DIRECTOR DIRECTOR

(DIN:00370624) (DIN: 00370650)

---

Mar 31, 2015

Dear Members,

The Board of Directors have pleasure in presenting the Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS:

The Financial results for the year are as under :

(Rs. In Lacs)

Particulars 2014-15 2013-14

Total Income 86.58 50.65

Expenses 63.22 50.28

Profit / (Loss) Before Tax 23.36 0.36

Provision for Taxation

* Current Tax 4.86 --

* Taxation Adjustment for P.Y. 1.76 --

* Deferred Tax 0.13 0.20

Profit/(Loss) after Tax 16.61 0.16

OPERATIONS:

The total income of the Company for the current year comes Rs. 86,57,953.00/- as compared to Rs. 50,64,673,00/- for previous financial year. The Profit after tax comes to Rs. 16,60,476.00/- as compared to Rs. 16,053.00/- for previous financial year.

DIVIDEND AND RESERVE:

The Board of Directors do not recommend any Dividend and do not propose any amount of the profit to be transferred to reserves.

DEPOSITS :

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies [Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

The Details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this report as Annexure - A and forms an integral part of this report.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE where the Company's shares are listed.

DEMATERIALISATION OF SHARES:

86.01% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 13.99% is in physical form. The Company's Registrar is M/s. Purva Sharegistry [India] Private Limited having their Registered office at 9, Shiv Shakti Industrial Estate, J.R.Boricha Marg, Lower Parel [East], Mumbai - 400011.

NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met Four times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

30.05.2014,11.08.2014,15.11.2014 and 12.02.2015.

DIRECTORS :

Mr. Siddharth Shantilal Jain [DIN: 00370650], retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The Board of Directors appointed Mr. Summit Khanna as a Non-Executive Director as on 19th June, 2015 to hold office upto the ensuing Annual General meeting. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member, signifying his intention to propose Mr. Sumit Khanna as a candidature for the office of Director of the Company. Your Director recommands his appointment at the Board.

The Company has received a declaration of independence from Mr. Sumit Khanna [DIN: 01180220) confirming that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges .

Mr. Mukesh Hakralal Patel [DIN: 05179865] has resigned from his directorship as on 19.06.2015 and Board took the note of the valuable services rendered by him during his tenure.

MAIOR EVENT:

The Company has shifted its registered office from State of Maharashtra to the State of Gujarat during the year.

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

i) in the preparation of the annual accounts for the year ended March 31, 2015, 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 ended 31st March, 2015 and of the profit or loss of the company for the same period,

iii) the Directors 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; if any.

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

v) they have laid down internal financial controls in the Company that are adequate and were operating effectively.

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

AUDIT OBSERVATIONS:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

AUDITORS:

STATUTORY AUDITORS:

As per provisions of Section 139 of the Companies Act, 2013 the appointment of Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Vijay R. TATER & Co., Chartered Accountants, Mumbai, (Firm Regn No.: 111426W) as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with Section 141 of the Companies Act. 2013.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 READ WITH Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as part of this report as Annexure-B,

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreements with Stock Exchange, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing agreement, a separate Report on Corporate Governance practices followed by the Company, together with a certificate on its compliance from M/s. Pankaj K, Shah Associates, Chartered Accountant, is included as a part of this report.

CONSERVATION OF ENERGY ETC.:

The Company has no activities having conservation of Energy or technological absorption. The Company didn't have any foreign Expenditure or Earnings during the year under review.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9] & (10] of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.

RELATED PARTY TRANSACTIONS:

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2] of the Companies (Accounts] Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arm's length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Sr. Name Designation Remuneration No. paid FY 2014-15. Rs. In Lakhs

1 Shantilal Misrimal Director - Jain fDIN:00370624)

2 Siddharth Shantilal Director - Jain [DIN:00370650)

3 Mukesh Hakralal Director - Patel fDIN:05179865)

Sr. Name Remuneration Increase in No. paid FY 2013-14. remunerati Rs. In Lakhs on from previous year Rs. In Lakhs

1 Shantilal Misrimal - - Jain fDIN:00370624)

2 Siddharth Shantilal — - Jain [DIN:00370650)

3 Mukesh Hakralal - - Patel fDIN:05179865)

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE AND FINANCIAL POSITION:

Wholly owned Subsidiary Company:

The Company has subsidiary M/s. Munoth Retail Private Limited as on March 31, 2015. There has been no material change in the nature of the business of the subsidiary.

The Financial results of the Subsidiary M/s. Munoth Retail Private Limited for the year are as under:

(Rs. In Lac)

PARTICULARS 2014-15 2013-14

Total Income — —

Total Expenditure 63.59 135.56

Profit/(Loss) before Tax (63.59) (135.56)

Provision for Taxation:

* Current Tax — —

Profit/(Loss) after Taxation (63.59) (135.56)

As required under the Listing Agreement entered into with the Stock Exchange, consolidated financial statement of the Company and its subsidiary is attached. The consolidated financial statement has been prepared in accordance with section 129 [3] of the Companies Act, 2013. The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the Company and its subsidiary.

Associate Companies:

M/s. Munoth Finance And Leasing Limited and M/s. Munoth Investment And Finance Company Private Limited are the associate Companies of our Company during the year under review. There has been no material change in the nature of the business of the associate Companies.

The Financial results of M/s. Munoth Finance And Leasing Limited for the year are as under:

(Rs. '000)

PARTICULARS 2014-15 2013-14

Total Income 296.63 290.45

Total Expenditure 29.69 49.29

Profit/(Loss) before Tax 266.94 241.16

Current Tax — --

Short Provision for Income Tax 8.03 --

Profit/(Loss) after Taxation 258.91 241.16

The Financial results of M/s. Munoth Investment And Finance Company Private Limited for the year are as under:

(Rs. '000)

PARTICULARS 2014-15 2013-14

Total Income 4826.49 4740.04

Total Expenditure 58.01 41.97

Profit/(Loss) before Tax: 4768.48 4698.06

Short Provisions for Income Tax 182.82 (38.83)

Current Tax 679.10 682.39

Profit/(Loss) after Taxation 3906.56 4054.50

CONSOLIDATED ACCOUNTS:

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting standards viz. AS-21 issued by the institute of Chartered Accountants of India and forms a part of this Annual Report,

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a sound Internal Control System which is in tune of its volume and line of operations. The Company has clearly laid down policies, guidelines and procedures that form part of the internal control system which provide for automatic checks and balances. All operating parameters are monitored and controlled. Regular internal audit and checks ensure the effectiveness and efficiency of these systems to ensure that all assets are protected against loss and that the financial and operational information is complete and accurate.

The internal audit is entrusted to M/s. Pankaj K. Shah Associates, Chartered Accountant, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Audit plays a key role in providing assurance to the Board of Directors. To maintain its objectivity and independence, the internal Audit function reports to the Board of Directors,

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business of the Company.

ACKNOWLEDGMENTS:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers, and Shareholders for their continued support and guidance.

Your Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

ON BEHALF OF THE BOARD OF DIRECTORS

Date : 14.08.2015 Place: Ahmedabad DIRECTOR DIRECTOR

---

Mar 31, 2013

To THE MEMBERS:

The Board of Directors has pleasure in presenting the Annual Report together with Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The Financial Results for the year are as under.:

(Rs. in Lacs)

Particulars 2012-13 2011-12

Turnover 61.80 148.90

Expenses 71.34 172.35

Profit / (Loss) Before Tax (9.54) (23.45)

Provision for Taxation

Taxation Adjustment for P.Y. (0.11) (0.80)

Deferred Tax 0.86 4.80

-Profit/(Loss) after Tax (8.79) (19.45)

DIVIDEND :

In view of loss, the Directors do not recommend any Dividend for the year.

DEPOSITS:

The Company has not accepted any deposits during the year, to which the provisions of Section - 58A and the Companies (Acceptance of Deposits) Rules, 1975 are applicable.

CONSERVATION OF ENERGY ETC.:

Company has no activities related to conservation of Energy or technological absorption. The Company didn''t have any foreign Expenditure or Earnings during the year.

"DIRECTORS:

Mr. Siddharth Srtentilal Jain retires bry.rotation at the ensuing Annual ''General Meeting and being eligible offer himself for reappointment.

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration exceeding the ceiling prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS:

M/s. Vijay R. TATER & Co., Chartered Accountants, Mumbai retires at the ensuing Annual General Meeting and being eligible, the Board request to reappoint him as Auditors from the conclusion of this Annual General Meeting to the next Annual General Meeting.

AUDITORS'' REPORT:

The observations made in the Auditors'' Report, read with the relevant notes thereon are self-explanatory and therefore do not call for any further comments under Section 217 of the Companies Act, 1956.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, Directors confirm:

i) That, in the preparation of the annual accounts, the applicable accounting standards had been followed,

ii) That, 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 ended 31st March, 2013 and of the loss of the company for that year,

iii) That, the directorsiiad taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and ^ther irregularities,

iv) That, the directors have prepared the annual accounts on a going concern basis.

SECRETARIAL AUDIT COMPLIANCE CERTIFICATE:

As required under the provisions of Sec. 383A(1) of the Companies (Amendment) Act, 2000, the compliance certificate from Practicing Company Secretary is attached with this report and forms part of Director''s Report.

Corporate Governance:

A separate Report on Corporate Governance along with the certificate on its compliance from M/s. Pankaj K. Shah Associates, Chartered Accountant is attached.

ACKNOWLEDGMENTS:

Your Directors wish to place on record their appreciation for whole hearted Co-operation received from Bankers, Financial Institutions and, Employees of the Company.

ON BEHALF OF THE BOARD OF DIRECTORS,

Date : 30.05.2012

Place: Mumbai DIRECTOR DIRECTOR

---

Mar 31, 2010

The Directors have pleasure in presenting their Twenty Eighth Report together with the Audited Accounts of the company for the year 31st March 2010,

1. FINANCIAL RESULTS:-

The highlights of the financial results of your company are as follows:

(Rs.'000) Particulars 31.03.2010 31.03.2009 Gross Income 36596.44 34248.90

Operating Expenditure 40777.81 12020.67

Profit(loss) before Tax, Interest and (14181.37) 22228.23 Depreciation

Less: Interest 1957.48 563.52

Depreciation 2405.86 4363.34 1754.08 2317.60

Profit(loss) before Tax (8544.71) 19910.63

Less: Current Tax and deferred tax liability 252.83 2684.77

Profit (Loss) after tax (8797.54) 17225.86

Add: Balance brought forward from previous 22753.75 36699.14 year

Profit available for appropriation 13956.21 53925.00

Less: Proposed Dividend 2697.30 999.00

Tax on distributed fund 458.41 169.78

Less: Appropriation 3500.00 30000.00

Transfer to General Reserve

Less : Short Provision for Dividend & Tax 409.07 7064.78 -- 31168.78 thereon

Surplus/(Deficit) in profit & loss a/c Carried to 6891.43 22756.22 Balance Sheet

2. DIRECTORS:

In accordance with the provision of the Company Act, 1956 Suresh S Jain retires by the rotation at the annual general meeting and is eligible for re-appointment.

3. PARTICULARS OF EMPLOYEES:

None of the employees of the company were in receipt of aggregating of remuneration by not less than Rs 24.00,000/- per annum, if employed for the full year, not less than Rs. 2,00.000/- per month if employed for the part of year. Therefore provisions of section 217(2 A) of the companies Act, 1956 are not applicable.

4. AUDITORS:

M/s. Vi jay R. Tater & Co., Chartered Accountants. Mumbai, Auditor of the company retire at the conclusion of this Annual General Meeting and arc eligible for re-appointment and have offered themselves for re-appointment, if re-appointed so.

5. SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The company has no activity relating lo conservation of energy or technological absorption. The company did nut have foreign exchange earnings or expenditures.

6. AUDITORS REPORT:

The auditors in their report have referred to the notes farming part of the accounts. The said notes on accounts are self- explanatory.

7. LISTING OF SH ARES:

The company's share are listed in Mumbai Stock Exchange. Dalai Street. Mumbai- 400 023 and listing fees for the year 2009-10 has been paid in time.

H. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 217(2AA) of the Companies Act, 1956 Directors have:

a) followed in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure,

b) selected such accounting policies and applied them consistently and made judgment and estimates that arc reasonable and prudent so as to give a true and fair view of the state of affairs of company at the end of the financial year and of the profit of your company for that period;

c) taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provision of the companies act, 1956 for safeguarding the assets of your company and for detecting fraud and other irregularities and

d) Prepared the annual accounts on a going concern basis.

By Order of the Board

FOR, MUNOTH CAPITAL MARKET LIMITED

PLACE: MUMBAI.

DATE: 06.09.2010

[SHANTILAL M.JAIN]

CHAIRMAN