To The Members of Morgan Ventures Limited
Your Directors are pleased to present the 27lh Annual Report and audited accounts forthe financial year ended on June 30 2014.
(Rs. In Lakhs)
|PARTICULARS ||FOR THE YEAR ENDED 30.06.2014 ||PREVIOUS YEAR ENDED 30.06.2013 |
|Gross Income ||413.44 ||409.37 |
|Profit before Depreciation & Tax ||286.79 ||51.84 |
|Less: Depreciation ||106.06 ||107.48 |
|Profit before Tax ||180.73 ||(55.63) |
|Net Profit after tax ||153.03 ||5.30 |
The performance of your Company during the year under review has been satisfactory. Thetotal income of the Company for the period under review was Rs 413.44 lakhs as against Rs.409.37 lakhs in the last year and the net profit after tax and adjustment relating toearlier years for the period under review was Rs.153.03 lakhs as against Rs. 5.30 lakhs inthe last year.
Save as otherwise provide in this report no material changes were taken place betweenthe date of Financial Statements and date of approval of Financial Statements by the Boardof Directors.
With a view to conserve the resources to meet the fund requirement of the Company yourdirectors express their inability to recommend dividend for the year under report.
During the period Mr. P. K. Gupta and Mrs. Meera Goyal resigned from the Directorshipof the Company.
The Board places on record its sincere appreciation of valuable service rendered bythem.
Mr. K. K. Gupta was appointed as an Additional Director of the Company with effect from28lh July 2014.ln terms of the provisions of Section 161(1) of the Act Mr. K. K. Guptawould hold office up to the date of the ensuing Annual General Meeting.
The Company has received a notice in writing from a member along with the deposit ofrequisite amount under Section 160 of the Act proposing the candidature of Mr. K. K. Guptafor the office of Director of the Company. Mr. K. K. Gupta is not disqualified from beingappointed as a Director in terms of Section 164 of the Act and has given his consent toact as a Director. The Board recommends his appointment at ensuing Annual General Meeting.
Mr. S. C. Goyal and Mr. M. K. Doogar Directors of the Company retire by rotation andbeing eligible offer themselves for re-appointment. The Board recommends their appointmentat ensuing Annual General Meeting.
The Company has not accepted invited or renewed any public deposits during the periodunder review. The Company has no deposit which is due or unclaimed at the end of theyear.
AUDITORS & AUDITORS' REPORT
The Statutory Auditors M/s K. K. Jain & Co. Chartered Accountants New Delhi holdoffice till the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment. The Company has received letters from them to the effect that theirre-appointment if made would be within the prescribed limits under Section 141(3) (g) ofthe Companies Act 2013 and that they are not disqualified for re-appointment.
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
COMPLIANCE WITH THE ACCOUNTING STANDARDS
The company prepares its accounts and other Financial Statements in accordance with therelevant Accounting Principles and also complies with the Accounting Standards issued bythe Institute of Chartered Accountants of India.
CHANGE IN FINANCIAL YEAR
As you are aware that your company is following financial year starting from 1st Julyto 30th June.
As per Section 2 (41) of Companies Act 2013 the financial year of a Company must endon 31s' March of every year. The said section of the Companies Act 2013 further providesthat the existing company shall within a period of two years from commencement of thisprovision align its financial year as per the provisions of Section 2(41) of CompaniesAct 2013.
In order to comply with above referred provisions of the Companies Act 2013 yourCompany may close its financial year on the coming March 31 2015 by preparing theFinancial Statements for a period of 9 months commencing from July 01 2014 to March 312015."
The Company has three subsidiaries companies. As per requirement of the ListingAgreement and in accordance with the Accounting Standard 21 (AS-21) issued by theInstitute of Chartered Accountants of India Consolidated Financial Statement is attachedto the Annual Accounts.
A Statement pursuant to Section 212 of the Companies Act 1956 relating to subsidiarycompanies is attached to the Financial Statements of your Company. In terms of generalCircular no. 2/11. Ministry of Corporate Affairs under section 212 (8) of the CompaniesAct. 1956. copies of the Balance Sheet Report of Board of Directors and the Report of theAuditors of the subsidiary companies viz Satlej Real Estate Private Limited. SatlejInfotech Private Limited and Sudama Technologies Private Limited have not been attachedwith the Balance Sheet of the Company. The Company will make available these documents andrelated detailed information upon request by any member of the Company.
STOCK EXCHANGE LISTING
The Equity Shares of your Company are continued to be listed on Bombay Stock ExchangeLimited Mumbai (BSE). The Company confirms that the annual listing fee to Bombay StockExchange Ltd. has been paid and is up to date.
PARTICULARS OF EMPLOYEES
During the financial year under review none of the Company's employees was in receiptof remuneration as prescribed under section 217(2A) of the Companies Act 1956 read withthe Companies (Particulars of Employees) Rules 1975 and hence no particulars arerequired to be disclosed in this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
As per provisions of Section 217(2AA) of the Companies Act 1956 your Directors confirmas under:-
I that in the preparation of annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
II that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
III that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;and
IV that the Directors had prepared the annual accounts on a going concern basis.
Your Company is committed to maintain the highest standards of Corporate Governance.Your Directors adhere to the requirements set out by the Securities and Exchange Board ofIndia's Corporate Governance practices and have implemented all the stipulationsprescribed.
A separate report each on corporate governance and management discussions and analysisis given elsewhere in the annual report are annexed hereto as part of Annual Report alongwith Auditors' Certificate on its due compliance.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
a. Conservation of Energy & Technology Absorption: Since the Company is engaged inNBFC activities & generation of electricity by wind power in which no energy isconsumed information relating to conservation of energy and technology absorption are notapplicable under section 217 (1) (e) of the Companies Act 1956 read with the Companies(Disclosure of Particulars in the Report of Board of Directors).
b. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings andoutgo during the year under review.
APPRECIATION & ACKNOWLEDGEMENT
Your Directors appreciate the valuable co-operation extended by the Company's Bankersmonitoring agency & other Central and State Government departments SEBI RBI BanksTNEB (Tamil Nadu Electricity Board) and Clients for their continued support. YourDirectors also express its deep gratitude for wholehearted and continuous support extendedby the members who have always been a source of strength for the Company.
| ||For and on behalf of Board of Directors |
| ||Sd/- |
|Place: New Delhi ||S. C. Goya I |
|Date: 29/08/2014 ||Chairman |
| ||(DIN:00220575) |