The Members of Morgan Ventures Limited
Your Directors are pleased to present the 31st Annual Report on the businessand operations together with Audited Balance Sheet as at 31st March 2018 andProfit & Loss Accounts of the Company for the period ended on 31st March2018.
Your Company's performance during the year as compared with the previous year issummarized as below:
|Particulars ||For the Current Year ended ||For the Previous Year ended |
|31.03.2018 (in Rs.) ||31.03.2017 (in Rs.) |
|Total Revenue ||3221524 ||3576046 |
|Total Expenses ||3117461 ||3254892 |
|Profit before Tax ||104063 ||321154 |
|Current Tax ||(20813) ||(61175) |
|Deferred Tax ||- ||27378 |
|Net Profit ||83251 ||287357 |
|Earnings Per Share ||0.01 ||0.03 |
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. 3221524/- as against Rs.3576046/- in the last year and the net profit / (loss) after tax and adjustment relatingto earlier years for the period under review was Rs. 83251/- as against Rs. 287357/- inthe last year.
MATERIAL CHANGES & COMMITMENTS
There is no such material changes & commitments of the Company requiring disclosurein this report. DIVIDEND
With a view to conserve the resources to meet the fund requirements of the Companyyour directors express their inability to recommend dividend for the year under report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the financial year there is no change in Board of Directors of the Company.
Mr. S.C. Goyal Director of the Company retire by rotation and being eligible offershimself for reappointment. The Board recommends here appointment at ensuring AnnualGeneral Meeting.
Mrs. Kamlesh Director of the Company retire by rotation and being eligible offershimself for reappointment. The Board recommends here appointment at ensuring AnnualGeneral Meeting.
Mr. Shahzeb Khan Company Secretary of the Company has resigned on 10.10.2017 and Mr.Shashank Mishra was appointed as Company Secretary of the Company w.e.f. 10.10.2017.
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.
SUBSIDIARIES & JOINT VENTURES
The Company is not having any Subsidiary neither Company has entered into any jointventures agreement during the year.
AUDITORS & AUDITORS' REPORT
The Statutory Auditors M/s R.Tayal & Associates Chartered Accountants New Delhihold office till the conclusion of ensuring Annual General Meeting and are eligible forre-appointment as per the provisions of the Companies Act 2013.
The Company has received the recommendations from Audit Committee for Re-appointment ofM/s R.Tayal & Associates as Statutory Auditors of the Company for a subsequent periodof 4 years.
Further it is stated that Company has also received a letter from R. Tayal &Associates for their reappointment if made would be within the prescribed limit underSection 141 (3) (g) of the Companies Act. 2013 and they are not disqualified fromAppointment.
SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT
M/s Anuj Gupta & Associates Practicing Company Secretaries was appointed toconduct the Secretarial Audit of the Company for the Financial Year 2017-2018 as requiredunder Section 204 of the Companies Act 2013 read with rules made thereunder.
The Secretarial Audit report for the Financial Year 2017-2018 are self explanatory andforms part of the annual Report and Annexed with the Board Report of the Company.
COMPLIANCE WITH THE ACCOUNTING STANDARDS & IND AS APPLICABILITY
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.
It is further stated the being NBFC Company IND AS is not applicable on Company for theFinancial Year 2017-2018 as per the notifications issued by Ministry of Corporate Affairsunder Companies (Indian Accounting Standards) Rules 2015.
COMPLIANCE WITH THE SECRETARIAL STANDARDS
The Company has made Compliances in accordance with the Secretarial Standards as issuedby the Institute of Company Secretaries of India.
Company has conducted its all Meetings of and relevant committees meeting and draftedits Minutes in accordance with the SS-1 and SS-2 Standards issued by the Institute ofCompany Secretaries of India.
INTERNAL AUDITOR AND REPORT
The Board of Directors of your Company appointed SAJ & Associates PracticingChartered Accountants firm as internal Auditor of the Company for the Financial Year2017-2018.
Internal Auditor has conducted the internal Audit as per Internal Audit Standards andplace before the Board the internal Audit Report time to time.
CORPORATE SOCIAL RESPONSIBILITY
Your Company does not come within the ambit of criteria provided under Section 135 ofthe Companies Act 2013.
Therefore the Company has not undertaken activities under Corporate SocialResponsibility.
STOCK EXCHANGE LISTING & COMPLIANCES
The Equity Shares of your Company are continued to be listed on Bombay Stock ExchangeLimited Mumbai. The Company confirms that the Annual Listing fee to Bombay Stock ExchangeLimited has been paid and is up to date.
PARTICULARS OF EMPLOYEES
During the Financial Year None of the Company's employees was in receipt ofremuneration as prescribed under Section 197 (14) of the Companies Act 2013 read withrules made thereunder and hence no particulars are required to be disclosed in thisReport.
DIRECTORS RESPONSIBILITY STATEMENT
As per provisions of Section 134 (3) (c) & 134 (5) of the Companies Act 2013 YourDirectors confirms as under:-
a) That in the preparation of annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) That the Directors had selected such accounting policies and applied themconsistently and made judgements 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 31.03.2018 and of the profit and loss of the Company for the period ended31.03.2018;
c) 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;
d) That the Directors had prepared the annual accounts on a going concern basis;
e) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial control are adequate and were operatingeffectively.
f) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
BOARD MEETINGS DURING THE YEAR
The Board of Directors met 5 (Five) times in the Financial Year 2017-2018. The detailsof the Board Meetings and the attendance of the Directors are provided in the CorporateGovernance Report.
PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORS
The Board is committed to bring transparency in determining its performance committeesand in assessing the performance of members.
During the year the Board with the assistance of Nomination and Remuneration Committeehas completed the Evaluation exercise which includes the evaluation of Board as wholecommittees and Directors as per the internally designed evaluation process approved bythe Board.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 Management Discussion & Analysis Reportis attached as Annexure to this report.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134 (3) (a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed format is appended as Annexure to the Board Report.
Your Company is committed to maintain the high standards of Corporate Governance. YourDirectors 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 on Corporate Governance is given in the Annual Report are annexedhereto as part of Annual Report along with Auditor's Certificate on its due compliance.
Corporate Governance report is attached as Annexure to this report.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
a. Conservation of Energy & Technology Absorption : Since the Company is engaged inNBFC activities Information relating to conservation of energy and technology absorptionare not applicable under Section 134 (3) (m) of the Companies Act 2013 read with rulesmade thereunder.
b. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings andoutgo during the year under review.
APPRECIATION & ACKNOWLEDGMENT
Your Directors appreciate the valuable co-operation extended by the Company's BankersMonitoring Agencies Regulators (SEBI and RBI) other Central and State Governmentdepartments and Clients for their continued support. Your Directors also express its deepgratitude for wholehearted and continuous support extended by the members who have alwaysbeen a source of strength of the Company.
| ||For and on Behalf of the Board |
| ||Sd/- |
|Place : New Delhi ||S.C. Goyal |
|Date : 14th August 2018 ||Chairman |
| ||DIN 00220575 |