1 We have audited the accompanying financial statements of Morgan
Ventures Limited (the Company), which comprise the Balance Sheet as
at March 31, 2015, the Statement of Profit and Loss and Cash Row
Statement for the period then ended, and a summary of significant
accounting policies and other explanatory information
Management''s Responsibility for the Financial Statements
2 The management and Board of Directors of the Company are responsible
for the matters stated in Section 134(5) of the Companies Act, 2013
(''the act'') with respect to the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
rule 7 of Companies (Accounts) Rules, 2014. This responsibility
includes 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 frauds and other irregularities;
selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; design,
implementation and maintenance of adequate internal financial controls,
that are operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
3 Our responsibility is to express an opinion on these financial
statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder. We conducted our
audit in - accordance with the Standards on Auditing specified under
Section 143(10) of the Act. Those Standards require that we comply
with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement
4 An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements, that give a
true and fair view, in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over . r . financial reporting and the
operating effectiveness of such controls An audit also includes
evaluating the appropriateness of accounting policies used and the ''
reasonableness of the accounting estimates made by the Company''s
management and Board of Directors, as well as evaluating the overall
presentation of the financial statements
5 We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion
6. fn our opinion and to the best of our information and according to
the explanations given to us, the aforesaid financial statements give
the information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:-
i) in the case of the Balance Sheet, of the state of affairs of the
company as at March 31,2015;
ii) in case of the Statement of Profit and Loss, of the loss for the
period ended on that date
iii) in case of the Cash Flow Statement, of the cash flows for the
period ended on that date
Report on Other Legal and Regulatory Requirements
7 As required by the Companies (Auditor''s Report) Order, 2015 (the
Order) issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters Specified in paragraphs 3 and 4 of the Order.
8 As required by section 143(3) of the Act, we further report that:
a. we have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
d. in our opinion, the aforesaid financial statements comply with the
applicable Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of t the Companies (Accounts) Rules 2014
f. on the basis of written representations received from the directors
as on March 31, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2015, from being
appointed as a director in terms of j Section 164(2) of the Act.
g. In our opinion and to the best of our information and according to
the explanations given to us, we report as under with respect to
other matters to be included in the I Auditor''s Report in accordance
with Rule 11 of the Companies (Audit and Auditors)Rules, 2014::
(i) The Company has disclosed the impact of pending litigations on its
financial position in its financial statements in note 20F.
(ii) The Company did not have any long-term contracts including
derivative contracts; as such the question of commenting on any
material foreseeable losses thereon does not arise
(iii) There has not been an occasion in case of the Company during the
year under report to transfer any sums to the Investor Education and
Protection Fund. The question of delay in transferring such sums does
Annexure referred to in paragraph 7 Our Report of even date to the
members of M/s MORGAN VENTURES LIMITED on the accounts of the company
for the period ended 31st March, 2015
On the basis of such checks as we considered appropriate and according
to the information and explanations given to us during the course of
our audit, we report that: .
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
(b) As explained to us, fixed assets have been physically verified by
the management at regular intervals; as informed to us no material
discrepancies were noticed on such verification;
(ii) (a) Inventories have been physically verified by the management at
reasonable intervals during the period.
(b) In our opinion, the procedures of physical verification of
inventory followed by the management are reasonable and adequate in
relation to the size of the company and the nature of its business.
(c) On the basis of our examination of records of inventory produced to
us, in our opinion, the company has maintained proper records of
inventories. No material discrepancies were noticed on physical
verification of inventory as compared to the book record.
(iii) The company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 189 of the Act.
(iv) In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of fixed assets and for the sale of services. Further, on the
basis of our examination of the books and records of the Company and
according to the information and explanations given to us, no major
weakness has been noticed or reported.
(v) The Company has not accepted any deposits from the public under
section 73 to 76 of the Companies Act, 2013.
(vi) We have broadly reviewed the cost records maintained by the
Company pursuant to the Rules made by the Central Government under
Section 148(1) of the Companies Act, 2013 and are of the opinion that
prima facie the prescribed cost records have been made and maintained.
We have, however, not made a detailed examination of these records with
a view to determining whether they are accurate or complete.
(vii) (a) According to the records of the company and information and
explanations given to us, the Company has generally been regular in
depositing undisputed statutory dues, including Provident Fund,
employees state insurance (ESI), Investor Education and Protection.
Fund, Income-tax, Tax deducted at sources, Tax collected at source,
Professional Tax, Sales Tax, value added tax (VAT), Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
applicable to it, with the appropriate authorities.
(b) According to the information and explanations given to us and based
on the records of the company examined by us, there are no dues of
Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise
Duty which have not been deposited on account of any disputes;
(c) There has not been an occasion in case of the Company during the
year under report to transfer any sums to the Investor Education and
Protection Fund. The question of reporting delay in transferring such
sums does not arise.
(viii) The company had no accumulated losses as at 31.03.2015. The
company has incurred cash losses in the current financial period but
not in the immediately preceding financial year.
(ix) According to the records of the company examined by us and as per
the information and explanations given to us, the company has not
availed of any loans from any banks or financial institution and has
not issued any debentures.
(x) In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loan taken by
others from a bank or financial institution during the period.
(xi) In our opinion, and according to the information and explanations
given to us, the company has not raised any term loans during the
(xii) During the course of our examination of the books and records of
the company, carried in accordance with the auditing standards
generally accepted in India, we have neither come across any instance
of fraud on or by the Company noticed or reported during the course of
our audit nor have we been informed of any such instance by the
For K. K. JAIN & CO.
Firm Registration No.002465N
(Sim ml Jain)
Date ; 30.05.2015