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.
(Rs. In Lakhs)
FOR THE YEAR PREVIOUS
PARTICULARS ENDED YEAR ENDED
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
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.
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.
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.
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.
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.
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
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.
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
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
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
For and on behalf of Board of Directors
Place: New Delhi S. C. Goyal
Date: 14/11/2012 Chairman