To The Members of Morgan Ventures Limited
 
 The Directors are pleased to present the 25th Annual Report and
 audited accounts for the financial year ended June 30, 2012.
 
 FINANCIAL RESULTS
 
                                                       (Rs. In Lakhs)
 
                                            FOR THE YEAR     PREVIOUS
 PARTICULARS                                ENDED            YEAR ENDED
                                            30.06.2012       30.06.2011
 
 Gross Income                                   398.67          535.24
 
 Profit before Depreciation & Tax               241.50          321.05
 
 Less: Depreciation                             108.89          110.68
 
 Profit before Tax                              132.61          210.37
 
 Less: Income Tax                                26.42           41.92
 
 Add: Deferred Tax                               35.80           37.15
 
 Profit after tax                               141.99          205.60
 
 OPERATIONS
 
 The performance of your Company during the year under review has been
 satisfactory. The total income of the Company for the period under
 review was Rs 398.67 lakhs as against Rs. 535.24 lakhs in the last year
 and the net profit after tax for the period under review was Rs.141.99
 lakhs as against Rs 205.60 lakhs in the last year.
 
 DIVIDEND
 
 With a view to conserve the resources to meet the fund requirement of
 the Company, your directors express their inability to recommend
 dividend for the year under report.
 
 DIRECTORS
 
 Mr. P.K. Gupta and Mr. M.K. Doogar, Directors of the Company retire by
 rotation and being eligible offer themselves for re-appointment. The
 Board recommends their appointment at ensuing Annual General Meeting.
 
 PUBLIC DEPOSITS
 
 The Company has not accepted, invited or renewed any public deposits
 during the period under review.  The Company has no deposit, which is
 due or unclaimed at the end of the year.
 
 AUDITORS
 
 The Statutory Auditors M/s K. K. Jain & Co., Chartered Accountants, New
 Delhi retires at the conclusion of ensuing Annual General Meeting and
 are eligible for re-appointment. The Company has received a letter from
 them to the effect that their appointment, if made, would be in
 conformity within the limits prescribed under Section 224 (1-B) of the
 Companies Act, 1956 and also that they are not otherwise disqualified
 within the meaning of sub-section (3) of Section 226 of the Companies
 Act, 1956 for such appointment.
 
 AUDITORS'' REPORT
 
 The notes to accounts referred to in the Auditors'' Report are
 self-explanatory. Auditors'' remarks at sub- para (f) of para 3 of the
 Auditors'' Report dated 29.08.2012 have been explained at note no. 2
 (E) of the notes to account of even date, which in the opinion of the
 Board of Directors, are explanatory in nature and may be treated as
 explanation furnished by them under section 217 (3) of the Companies
 Act, 1956.
 
 COMPLIANCE WITH THE ACCOUNTING STANDARDS
 
 The company prepares its accounts and other Financial Statements in
 accordance with the relevant Accounting Principles and also complies
 with the Accounting Standards issued by the Institute of Chartered
 Accountants of India.
 
 SUBSIDIARIES
 
 Statement pursuant to Section 212 of the Companies Act, 1956 relating
 to subsidiary companies is attached to the Financial Statements of your
 Company. In terms of general Circular no. 2/11, Ministry of Corporate
 Affairs under section 212 (8) of the Companies Act, 1956, copies of the
 Balance Sheet, Report of Board of Directors and the Report of the
 Auditors of the subsidiary companies viz, Satlej Real Estate Private
 Limited, Satlej Infotech Private Limited and Sudama Technologies
 Private Limited have not been attached with the Balance Sheet of the
 Company. The Company will make available these documents and related
 detailed information upon request by any shareholder of the Company..
 As per requirement of the Listing Agreement and in accordance with the
 Accounting Standard 21 (AS-21) issued by the Institute of Chartered
 Accountants of India, Consolidated Financial Statement is attached to
 the Annual Accounts.
 
 STOCK EXCHANGE LISTING
 
 The Equity Shares of your Company are continued to be listed on Bombay
 Stock Exchange Limited, Mumbai (BSE). The Company confirms that the
 annual listing fee to Bombay Stock Exchange 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 receipt of remuneration as prescribed under section 217(2A) of
 the Companies Act, 1956, read with the Companies (Particulars of
 Employees) Rules, 1975, and hence no particulars are required to be
 disclosed in this Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 As per provision of Section 217(2AA) of the Companies Act, 1956 your
 Directors confirm as under:-
 
 I that in the preparation of annual accounts, the applicable accounting
 standards had been followed along with proper explanation relating to
 material departures;
 
 II that the directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit of
 the Company for that period;
 
 III that the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the 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.
 
 CORPORATE GOVERNANCE
 
 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 of India''s Corporate Governance
 practices and have implemented all the stipulations prescribed.
 
 A separate report each on corporate governance and management
 discussions and analysis is given elsewhere in the annual report are
 annexed hereto as part of Annual Report along with 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 in NBFC activities & generation of electricity by wind power
 in which no energy is consumed, information relating to conservation of
 energy and technology absorption are not applicable 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 and outgo during the year under review.
 
 APPRECIATION & ACKNOWLEDGEMENT
 
 Your Directors appreciate the valuable co-operation extended by the
 Company''s Bankers, monitoring agency & other Central and State
 Government departments, SEBI, RBI, Banks, TNEB (Tamil Nadu Electricity
 Board) and Clients for their continued support. Your Directors also
 express its deep gratitude for wholehearted and continuous support
 extended by the members who have always been a source of strength for
 the Company.
 
                            For and on behalf of Board of Directors
 
 Place: New Delhi                                       S. C. Goyal
 
 Date: 14/11/2012                                          Chairman