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Morgan Ventures Ltd.

BSE: 526237 Sector: Financials
NSE: N.A. ISIN Code: INE902C01015
BSE 00:00 | 12 Aug 10.62 0
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NSE 05:30 | 01 Jan Morgan Ventures Ltd
OPEN 10.62
PREVIOUS CLOSE 10.62
VOLUME 1
52-Week high 11.18
52-Week low 5.00
P/E
Mkt Cap.(Rs cr) 11
Buy Price 9.90
Buy Qty 50.00
Sell Price 10.62
Sell Qty 999.00
OPEN 10.62
CLOSE 10.62
VOLUME 1
52-Week high 11.18
52-Week low 5.00
P/E
Mkt Cap.(Rs cr) 11
Buy Price 9.90
Buy Qty 50.00
Sell Price 10.62
Sell Qty 999.00

Morgan Ventures Ltd. (MORGANVENTURES) - Director Report

Company director report

To

The Members of Morgan Ventures Limited

Your Directors are pleased to present the 32nd Annual Report on the business andoperations together with Audited Balance Sheet as at 31st March 2019 and Profit &Loss Accounts of the Company for the period ended on 31st March 2019.

FINANCIAL RESULTS

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
31.03.2019 (in Rs. ) 31.03.2018 (in Rs. )
Total Revenue 2330000 3221524
Total Expenses 2168513 3117461
Profit before Tax 161487 104063
Current Tax (42101) (20813)
Deferred Tax 1799 -
Net Profit 121185 83251
Earnings Per Share 0.01 0.01

BUSINESS PERFORMANCE

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. 2330000/- as against Rs.3221524/- in the last year and the net profit / (loss) after tax and adjustment relatingto earlier years for the period under review was Rs. 121185/- as against Rs. 83251 /-in the last year.

MATERIAL CHANGES & COMMITMENTS

There are no material changes & commitments of the Company requiring disclosure inthis 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 are following changes in Board of Directors and KeyManagerial Personnels of the Company.

*Mr. S. C. Goyal Chairman and Managing Director - Term of Mr. S C. Goyal as ManagingDirector has expired on 29th July 2019. He continued in the Board of directors asDirector till 14th August 2019 He has given resignation with effect from 14th August2019.

Mr. Shahzeb Khan was appointed as Additional Director of the Company with effect from14th August 2019. Further in the same meeting he is designated as Managing Director ofthe Company subject to approval by shareholders in Annual General Meeting by passing ofSpecial Resolution.

MRs. Kamlesh Director of the Company retires by rotation and being eligible offersherself for reappointment. The Board recommends her appointment at ensuring Annual GeneralMeeting.

Mr. Shashank Mishra Company Secretary of the Company had resigned on 23rd April 2019.

Mr. Ajit Prasad Singh was appointed as Company Secretary of the Company with effectfrom 30th May 2019. Further Mr. Ajit Prasad Singh resigned from his office with effectfrom 315t July 2019.

Mr. Naveen Bhatnagar was appointed as Company Secretary of the Company with effect from1st August 2019.

PUBLIC DEPOSITS

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

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the Company had appointed M/s R. Tayal &Associates Chartered Accountants New Delhi as Statutory Auditors of the Company till theConclusion of Annual General Meeting to be held in the year 2022.

M/s R. Tayal & Associates Chartered Accountants have confirmed that they are notdisqualified from continuing as Auditors of the Company. The Auditors have issued anunmodified opinion on the Financial Statements for the Financial Year ended 31st March2019.

The requirement for annual ratification of Auditors appointment at AGM has been omittedpursuant to Companies Amendment Act 2017 notified on 7lh May 2018.

The Report given by R Tayal & Associates Chartered Accountants on the FinancialStatements of the Company for the year 2018-2019 is part of the Annual Report. There hasbeen no qualification reservation adverse remarks or disclaimer given by the Auditors intheir Report

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 2018-2019 as requiredunder Section 204 of the Companies Act 2013 read with rules made thereunder.

The Secretarial Audit report for the financial year 2018-2019 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 forthe Financial Year 2018-2019 as per the notifications issued by Ministry of CorporateAffairs under 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 Board of Directors and Shareholders andrelevant committees meeting and drafted its minutes in accordance with the SS-1 and SS-2standards issued by the Institute of Company Secretaries of India.

INTERNAL AUDITOR AND REPORT

SAJ & Co. Practicing Chartered Accountants firm appointed as internal auditor ofthe Company for the financial year 2018-2019 has conducted the internal audit as perinternal audit standards and place before the board the internal audit report time totime.

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 during the year under report.

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 were 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 31st March 2019 and of the profit and loss of the Company for the periodended 31st March 2019;

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 2018-2019. 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 to Annual 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's Report.

CORPORATE GOVERNANCE

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 to Annual 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 TECHNOLONY 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 & ACKNOWLEDGEMENT

Your Directors appreciate the valuable co-operation extended by the shareholdersCompany's Bankers Monitoring Agencies Regulators (SEBI and RBI) other Central and StateGovernment departments and Clients for their continued support. Your Directors alsoexpress its deep gratitude for wholehearted and continuous support extended by the memberswho have always been a source of strength of the Company.

For and on Behalf of the Board

Sd/- Sd/-
Shahzeb Khan Kamlesh
Managing Director Director
DIN 05102379 DIN 07529414

Place: New Delhi

Date: 14th August 2019