To The Members of Morgan Ventures Limited
Your Directors are pleased to present the 30th Annual Report on the businessand operations together with Audited Balance Sheet and Profit & Loss Account of theCompany for the financial year ended on March 312017.
Your Company's performance during the year as compared with the previous year issummarized below:
|PARTICULARS ||FOR THE YEAR ENDED 31.03.2017 ||PREVIOUS YEAR ENDED 31.03.2016 |
|Total Revenue ||35.76 ||34.87 |
|Employee benefit Expenses ||19.26 ||21.14 |
|Finance Cost ||0.02 ||0.02 |
|Depreciation & Amortization Expenses ||1.54 ||1.76 |
|Other Expenses ||11.71 ||10.58 |
|Profit before Tax ||3.21 ||1.35 |
|Net Profit after tax ||2.87 ||5.52 |
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 35.76 lakhs as against Rs.34.87 lakhs in the last year and the net profit (Loss) after tax and adjustment relatingto earlier years for the period under review was Rs.2.87 lakhs as against Rs. 5.52 lakhsin the last year.
MATERIAL CHANGES& COMMITMENTS
During the year under review the dispute with Golden Dreams Buildcon Private Limitedwith respect to Aurangabad property has been settled amicably in the month of May 2016.GDBPL has withdrawn all cases filed against the company and its directors.
There is no Holding or Subsidiary Company as on date.
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.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the financial year there is no change in Board of Directors of the Company.
Mrs. Kamlesh Director of the Company retire by rotation and being eligible offersherselves for reappointment. The Board recommends her appointment at ensuing AnnualGeneral Meeting.
Mr.Sushil Kumar Chief Financial Officer of the Company has resigned on 29.06.2016 andMr.Dharam Kumar was appointed as Chief Financial Officer of the Company w.e.f. 14.02.2017.
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.
AUDITORS & AUDITORS' REPORT
The Statutory Auditors M/s K.K. Jain & Co. Chartered Accountants New Delhi holdoffice till the conclusion of ensuring Annual General Meeting and are not eligible forre-appointment as per the provisions of Companies Act 2013.
The Company has received the letter from a shareholder of company for appointment of R.Tayal& Associates Chartered Accountants New Delhi. The Company has also received aletter from R. Tayal& Associates for their appointment if made would be within theprescribed limit under section 141(3)(g) of Companies Act 2013 and they are notdisqualified from Appointment.
SJK & Co. Practicing Company Secretaries was appointed to conduct the secretarialaudit of the Company for the financial year 2016-17 as required under Section 204 of theCompanies Act 2013 and Rules thereunder. The secretarial audit report for FY 2016-17forms part of the Annual Report as Attached to the Board's report.
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.
The Board of Directors of your Company appointed M/s. Abhineet Prakash & Co.Chartered Accountants as internal auditor of the company for financial Year 2017-18.
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 underCorporate Social Responsibility.
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 197(14) of the Companies Act 2013 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 134 (3) (c) & 134 (5) of the Companies Act 2013 yourDirectors confirm as 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.
V 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.
MEETINGS DURING THE YEAR
The Board of Directors met 5 (Five) times in the Financial year 2016-2017. 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 andDisclosure Requirements) Regulation 2015 Management Discussion & Analysis ReportSeparately as Annexure A'.
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 B' to theBoard's report.
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.
Corporate Governance report is attached as Annexure C'
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 record and the timely preparation of reliablefinancial disclosures.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
a. Conservation of Energy & Technology Absorption: Since the Company is engagedin NBFC activities information relating to conservation of energy and technologyabsorption are not applicable under section 134 (3) (m) of the Companies Act 2013 readwith rules made thereunder.
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 Banks andClients for their continued support. Your Directors also express its deep gratitude forwholehearted and continuous support extended by the members who have always been a sourceof strength for the Company.
| ||For and on behalf of Board of Directors |
|Place: New Delhi ||S. C. Goyal |
|Date: 14/08/2017 ||Chairman |
| ||(DIN: 00220575) |