DIRECTORS' REPORT

To

The Members of

Networth Stock Broking Limited

Your Directors present the 22nd Annual Report together with Financial Statements of the Company for the financial year ended 31st March 2015

FINANCIAL PERFORMANCE:

The total income of the Company for the year under review stood at Rs. 5340.32 Lacs (previous year Rs. 3663.73 Lacs). During the year the Company earned net profit of Rs. 285.31 Lacs (previous year loss of Rs. 66.49 Lacs).

LISTING OF SHARES:

The Board of Directors at its meeting held on 27th October, 2014 allotted 1,90,80,000 equity shares of Rs. 10/- each, pursuant to the sanction of Scheme of Amalgamation of Monarch Research and Brokerage Private Limited (MRBPL) and Monarch Projects and Finmarkets Limited (MPFL) with the Company by the Hon'ble High Court of Gujarat and Hon'ble High Court of Judicature at Bombay. The shares are in process of listing on Stock Exchange.

DIVIDEND:

In order to conserve the resources for future business requirements, your Directors do not recommend dividend for the year under review. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure - I

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Vaibhav Shah, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board of Directors of the Company appointed Mrs. Manju Bafna as an Additional (Executive) Director and Mr. Chetan Bohra as an Additional (Independent) Director of the Company for a period of three years and five years respectively w.e.f. 13th February, 2015, subject to approval of shareholders at the ensuing Annual General Meeting. The Company has received a notice along with requisite deposit from each of them under Section 160 of Companies Act, 2013 proposing their candidature for the office of Director of the Company.

NETWORTH STOCK BROKING LIMITED

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchange.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange are given in the Notice convening 22nd Annual General Meeting.

In accordance with the provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ashok Bafna was appointed as Chief Financial Officer of the Company w.e.f. 13th February, 2015.

During the year under review, Ms. Dipti Vira resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 10th January, 2015. In accordance with the provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Sophia Jain was appointed as Company Secretary & Compliance Officer w.e.f. 27th January, 2015.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company and business strategies. The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board are held in the registered office of the Company. The agenda of the Board / Committee meetings is circulated 7 (Seven) days prior to the date of the meeting.

The Board met 11 (eleven) times during the year, the details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Committe, Nomination & Remuneration commities and Stakeholders Relationship Committees of the Company. The Board has devised questionnaire to evaluate the performances of each of executive, non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

I .Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Ability to contribute to and monitor our corporate governance practices

COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

1.Audit Committee

2.Stakeholders' Relationship Committee

3.Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance and forms part of this Annual Report.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The composition of the Audit Committee is given in Report on Corporate Governance as required under Clause 49 of the Listing Agreement, which is annexed to this report.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process.

WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instance of fraud and mismanagement, if any The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil mechanism Policy is explained in the report of Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient features of the Remuneration Policy are stated in the Report on Corporate Governance which forms part of this Annual Report.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act, 2013 and according to the information and explanations received by the Board, your Directors state that:

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

b.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 and of the profit of the company for that period;

c.the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d.the directors have prepared the annual accounts on a going concern basis;

e.the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

SUBSIDIARIES AND ASSOCIATE COMPANIES:

The Company has 5 (five) Subsidiary Companies. During the year, the Board of Directors ('the Board'), reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure II to the Board's report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

The Company does not have any Joint Venture. During the year under review, Monarch Insurance Broking Private Limited, subsidiary of erstwhile Monarch Project and Finmarkets Limited has become subsidiary of the Company pursuant to sanction of Scheme of Amalgamation. Further, during the year under review, Networth Softtech Limited (NSL) has become associate company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the Company's website www.networthdirect.com. These documents will also be available for inspection at the registered office of the Company and of the subsidiary companies during business hours on all working days and during the Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 and information required under clause 32 of Listing Agreement form part of Notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the year were in the Ordinary Course of Business and on Arm's Length basis. No Material Related Party Transactions, entered during the year by your Company as per Section 188 of the Companies Act, 2013 which require approval of the member. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future.

STATUTORY AUDITORS:

M/s. Yogesh Thakker & Co., Chartered Accountants, Mumbai (Firm Regn. No. 111763W), submitted their resignation as Statutory Auditors of the Company on 26th June 2015. To fill the casual vacancy, the Board at its meeting held on 18th July, 2015 approved the appointment of M/s. Parekh Shah and Lodha, Chartered Accountants (Firm Regn. No. 107487W) as Statutory Auditors, subject to the approval of shareholders at the ensuing Annual General Meeting. M/s. Parekh Shah and Lodha has confirmed their eligibility and willingness to act as Statutory Auditors, if appointed, and the necessary certificate pursuant to Section 139(1) of the Companies Act, 2013 and rules made thereunder has been received from them.

Pursuant to Section 139(8) of the Companies Act, 2013, M/s. Parekh Shah and Lodha shall hold office till the conclusion of the ensuing Annual General Meeting.

In terms of the provisions of the Companies Act, 2013, any appointment of the Statutory Auditors in the casual vacancy arising as a result of resignation of an auditor, has to be approved by the Company at a general meeting within 3 months from the date of recommendation of the Board of Directors of the Company and the said office shall be held till the conclusion of the next Annual General Meeting. Hence, the Board of Directors proposes/recommends the appointment of M/s. Parekh Shah and Lodha, Chartered Accountants, as the Statutory Auditors of the Company to hold office till the conclusion of ensuing Meeting, subject to the approval of the members.

In furtherance, it is hereby recommended to appoint M/s. Parekh Shah and Lodha, Chartered Accountants, Mumbai to hold office from the conclusion of 22nd Annual General Meeting till the conclusion of 26th Annual General Meeting to be held for the financial year ending 31st March, 2019 and to audit financial accounts of the Company for the financial years from 2015-16 to 2018-19.

AUDITORS' REMARKS:

With respect to remark/ Observations or disclaimer made by the Auditors in their Report, we hereby state as under:

1.In connection to point no. 7 of Standalone and Consolidated Financial Statements for tax liability- There has been change in final tax liability in comparison to the provision made for income tax, but erroneously the benefit of carried forward losses or unabsorbed depreciation (whichever is less) on account of Amalgamation was not considered while finalizing the Accounts.

2.In connection point no. 9 and 10 related to Emphasis of Matter in Consolidated Financial Statements regarding going concern status and audit of the subsidiary and associate companies- The same are self explanatory

INTERNAL AUDITOR:

The Company has re- appointed M/s. Nautam Vakil & Co., Chartered Accountants, Ahmedabad as its Internal Auditor. The Internal Auditor has given his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls.

INTERNAL FINANCIAL CONTROL:

The Board has adopted policies and procedures for efficient conduct of business. The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Manish Ghia & Associates, Practising Company Secretaries, Mumbai is provided in Annexure III and forms part of this Annual report.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees for the year 2015-16 to the said Stock Exchange.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the BSE Limited, the following have been made a part of the Annual Report:

•Management Discussion and Analysis

•Report on Corporate Governance

•Certificate regarding compliance of conditions of Corporate Governance

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. There was no complaint on sexual harassment during the year under review.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel Rules, 2014, details of the ratio of remuneration of each Director to the median employee's remuneration are appended to this report as Annexure IV.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A.Conservation of Energy

a.Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b.Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c.The capital investment on energy conservation equipment - Nil

B.TECHNOLOGY ABSORPTION

a.The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b.The benefits derived like product improvement, cost reduction, product development or import substitution- Not Applicable

c.In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and deep appreciation for the continued support and co-operation received by the Company from the shareholders, company's clients, suppliers, bankers and employees and look forward for their continued support in the future as well.

For and on behalf of the Board of Directors

Vaibhav Shah     

Managing Director

Manju Bafna

Executive Director

Place: Mumbai

Date: 14thAugust, 2015