Monarch Networth Capital Limited — Proxy Solicitation & Information Statement 2020

Sep 30, 2020

30[th] September, 2020

To, The Manager – CRD BSE Limited, Phiroze Jeejeebhoy Tower, Dalal Street, Fort, Mumbai – 400 001

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Dear Sir,

Scrip Code No. 511551

Sub.: Intimation of Postal Ballot/ cut-off date

With regards to the captioned subject matter, this is to inform you that the Board of Director’s of the Company in its meeting held today i.e. 30[th] September, 2020 which commenced at 11.00 a.m. and concluded at 12.15 p.m., inter-alia, have approved Postal Ballot Notice along with Explanatory Statement seeking approval of shareholders of the company as set out in the notice attached for shifting of registered office of the company from Mumbai in the State of Maharashtra to Gandhinagar in the State of Gujarat and appointed M/s. VKM & Associates as Scrutinizer for Postal Ballot (E-voting) process under section 110 of the Companies Act, 2013.

On account of threat posed by COVID-19 and in terms of the MCA Circulars, the Company will send the Notice of Postal Ballot in electronic form only to those shareholders whose Email Ids were registered with the depositories as on 25[th] September, 2020, being the cut-off date. No hard copy of this Notice along with postal ballot forms and pre-paid business envelope will be sent to the members for this postal ballot.

However, the Company has given an option to the members whose e-mail ids are not registered, to submit their e-mail as a part of temporarily registration process which is included in the notice.

Pursuant to Regulation 30 of the SEBI (LODR) Regulations, 2015, enclosed herewith the Postal Ballot Notice seeking approval of the members of the Company. The copy of the said Postal Ballot Notice has been uploaded on the website of the Company viz. www.mnclgroup.com.

Kindly take the above on your record.

Thanking You,

Yours Faithfully,

For Monarch Networth Capital Limited Rupali Verma Company Secretary & Compliance Officer Encl: a/a

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MONARCH NETWORTH CAPITAL LIMITED

CIN: L65920MH1993PLC075393

Regd. Office: Office No. 901/902, 9[th] Floor, Atlanta Centre, Opp. Udyog Bhawan, Sonawala Road, Goregaon (East), Mumbai – 400 063. Tel.: 022 – 4321 1800, Fax: 022 – 2685 0257, E-mail: cs@mnclgroup.com, Website: www.mnclgroup.com

POSTAL BALLOT NOTICE

To, The Member(s),

NOTICE is hereby given in accordance with Section 110 of the Companies Act, 2013 (“the Act”) read with the Companies (Management and Administration) Rules, 2014 and other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (hereinafter collectively referred to as “Listing Regulations”), to the members of the Company to transact the following Special Business by passing following resolution by way of postal ballot (voting by electronic means only).

In terms of the MCA Circulars, in view of the current extraordinary circumstances due to COVID19 pandemic requiring social distancing, companies are advised to take all decisions requiring members’ approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot / e-voting in accordance with the provisions of the Companies Act and rules made thereunder, without holding a general meeting that requires physical presence of members at a common venue.

The MCA vide its circular no. 33/2020 dated 28[th] September, 2020, has extended period for companies that are required to provide e-voting facility under the Companies Act, while they are transacting any business(es) only by postal ballot up to 31[st] December, 2020. Further, the Company will send Postal Ballot Notice only by email to all its shareholders who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members will take place through the remote e-voting system. This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars.

In compliance with the requirements of the MCA Circulars thus hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot.

The Board of Directors of the Company, at its Meeting held on Wednesday, 30[th] September, 2020 has appointed M/s. VKM & Associates, Practicing Company Secretaries, Mumbai (COP No. 4279), as the Scrutinizer for conducting the Postal Ballot (e-voting) process in a fair and transparent manner. You are requested to carefully read the instructions in this Postal Ballot Notice and record your assent (FOR) or dissent (AGAINST) through the remote e-voting process not later than 5:00 P. M. IST on Sunday, 01[st] November, 2020, failing which it will be strictly considered that no reply has been received from the Member.

After completion of scrutiny of the votes, the Scrutinizer will submit his report to the Chairman of the Company or a person authorized by the Chairman. The results of Postal Ballot shall be

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declared on or before Monday, 02[nd] November, 2020 along with the Scrutinizer’s report which shall be displayed on the Company's website (www.mnclgroup.com) and communicated to BSE Limited where the shares of the Company are listed, NSDL and Registrar and Share Transfer Agent.

1. To consider and, if thought fit, to pass with or without modification the following Resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 12(5), 13(4) and other applicable provision, if any, of the Companies Act, 2013 read with rule 30 of the Companies (Incorporation) Rules, 2014 and subject to the approval of the Central Government (power delegated to Regional Director) and / or any authorities as may be prescribed from time to time and subject to such other approvals, permissions and sanctions, as may be required under the provisions of the said Act or under any other law for the time being in force, consent of members of the company be and is hereby accorded for shifting the registered office of the Company from the state of Maharashtra to State of Gujarat i.e.

Office No. 901/902, 9th Floor, Atlanta Centre, Opp. UdyogBhawan, Sonawala Road, Goregaon (East), Mumbai– 400 063, Maharashtra

To

Unit No. PO4-01D, 4[th] Floor, Tower A, WTC GIFT CITY, Block No. 51, Road 5 E, Gandhinagar – 382355, Gujarat

RESOLVED FURTHER THAT consequent to this change, Clause II of Memorandum of Association of the Company be substituted by the following clause:

II. The registered office of the company will be situated in the State of Gujarat.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any person(s) authorised and/or Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this Resolution) or any officer so authorised by the Board, be and is hereby authorised on behalf of the Company to make any modifications, changes, variations, alterations or revisions stipulated by any one of the authorities, statutory or otherwise, while according approval, consent as may be considered necessary and to appoint counsels and advisors, file applications/petitions, issue notices, advertisements, obtain orders for shifting of registered office from the concerned authorities and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary and with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the Shareholders of the Company.”

By Order of the Board of Directors For Monarch Networth Capital Limited

Place: Mumbai Date: 30[th] September, 2020

Sd/Rupali Verma Company Secretary & Compliance Officer Membership No. A42923

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NOTES:

1. In terms of Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, assent or dissent of the Members in respect of the Special Resolution contained in the Postal Ballot Notice is sought through Postal Ballot/Remote E- voting.

2. Explanatory Statement stating the material facts and reasons for the proposed Resolution No. 1, pursuant to Section 102(1) of the Act is annexed herewith.

3. This Notice is being sent to all the shareholders whose names appear on the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) as on Friday, 25[th] September, 2020.

4. Voting rights will be reckoned on the paid-up value of shares registered in the names of the members on Friday, 25[th] September, 2020. Only those members whose names are recorded in the Register of Members of the Company or in the list of Beneficial Owners maintained by the Depositories as on Friday, 25[th] September, 2020, will be entitled to cast their votes by Postal Ballot (e-voting). A person who is not a member as on Friday, 25[th] September, 2020, should treat this Notice for information purpose only.

5. On account of threat posed by COVID-19 pandemic situation, the company is sending Postal Ballot Notice in electronic form only and expresses its inability to dispatch hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope to the shareholders for this Postal Ballot. To facilitate such shareholders to receive this notice electronically and cast their vote electronically, Bank has made special arrangement with its Registrar & Share Transfer Agent for registration of email addresses in terms of the General Circular No. 17/2020 issued by Ministry of Corporate Affairs dated April 13, 2020 further extended by Circular No. 33/2020 dated 28[th] September, 2020. The process for registration of email addresses is as under:

Pursuant to the aforesaid Circular issued by Ministry of Corporate Affairs, for remote e-voting for this Postal Ballot, shareholders who have not registered their email address and in consequence the e-voting notice could not be serviced may temporarily get their email address registered with the Company’s Registrar and Share Transfer Agent, Skyline Financial Services Private Limited , by clicking the link: http://www.skylinerta.com/EmailReg.php. Post successful registration of the email, the shareholder would get soft copy of the notice and the procedure for e-voting along with the User ID and Password to enable e-voting for this Postal Ballot. In case of any queries, shareholder may write to info@skylinerta.com.

1. In accordance with the provisions of Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108 and 110 of the Act read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 and the circulars issued by the Ministry of Corporate Affairs, the Company has extended e-voting facility for its Members to enable them to cast their votes electronically on the resolution set forth in this Notice. Members are informed that the communication of their assent or dissent can take place through the e-voting facility. The Company has engaged the services of National Securities Depository Limited (NSDL) to provide e-voting facility to the Members of the Company.

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1. The e-voting facility is available at the link www.evoting.nsdl.com. Please carefully read and follow the instructions on e-voting printed in the Notice. The e-voting period shall commence from Saturday, 03[rd] October, 2020, at 09:00 a.m. and conclude on Sunday, 01[st] November, 2020, at 05:00 p.m. The e-voting facility shall be disabled by NSDL thereafter.

2. The Company has appointed M/s. VKM & Associates, Practising Company Secretaries, Mumbai (COP No. 4279) as Scrutinizer for conducting the Postal Ballot (e-voting) in affair and transparent manner.

3. The Scrutinizer will submit this report to the Chairman of the Company after completion of scrutiny and the result of the voting by postal ballot (Evoting) will be announced by the Chairman or a person duly authorized by him in writing on or before Monday, 02[nd] November, 2020 shall be displayed on the Company's website (www.mnclgroup.com) and communicated to BSE Limited where the shares of the Company are listed, NSDL and Registrar and Share Transfer Agent.

4. The Scrutinizer’s decision on the validity of the Postal Ballot will be final and binding.

INSTRUCTIONSFORE-VOTING:

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 are mentioned below:

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. cast your vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who holdshares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**

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c) For Members holding shares in EVEN Number followed by Folio Number Physical Form. registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

5. Your password details are given below:

• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c) How to retrieve your ‘initial password’?

• i. If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

• ii. If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address.

• If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

• a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is given below:

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e- Voting. Then, click on Active Voting Cycles.

2. After clicking on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

3. Select “EVEN” of company for which you wish to cast your vote.

4. Now you are ready for e-Voting as the Voting page opens.

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1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

2. Upon confirmation, the message “Vote cast successfully” will be displayed.

3. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

4. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to vkmassociates@yahoo.com with a copy marked to evoting@nsdl.co.in.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

• In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in

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Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013

Item No.1

Presently the opportunity for expansion of business of company is more in the state of Gujarat as compared to Maharashtra i.e. the situation of registered office of the Company in the state of Gujarat would be more beneficial compared to the state of Maharashtra. Hence, Board of Directors of the Company is willing to settle / carry on the business operation of the company in the state of Gujarat from the state of Maharashtra for company’s growth, for administrative convenience and as a measure of economy and cost effectiveness.

Further As per provisions of section 12(5) and 13(4) of the Companies Act, 2013,a Special resolution is required to be passed for shifting of registered office of the Company outside the local limits of any city, town or village and for alteration of Memorandum of Association of the Company.

Consequently, Clause II of Memorandum of Association of the Company is also proposed to be substituted by the following:

II. The registered office of the company will be situated in the State of Gujarat.

Further confirmation of the Central Government (power delegated to Regional Director) is also required if the registered office of the company is changed from jurisdiction of one registrar to another. Hence above resolution is proposed for your kind approval and upon such approval, the Directors of your company will proceed to file petition.

Therefore the Board of Directors of your Company recommends the Special Resolution as set out at item no. 1 of the Notice for approval of the shareholder.

None of the Directors of the Company is concerned or interested in the proposed resolution except to the extent of their shareholding in the Company.

By Order of the Board of Directors For Monarch Networth Capital Limited

Place: Mumbai Date: 30[th] September, 2020

Sd/Rupali Verma Company Secretary & Compliance Officer Membership No. A42923

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