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Morgan Ventures Ltd.

BSE: 526237 | NSE: | Series: NA | ISIN: INE902C01015 | SECTOR: Finance - Leasing & Hire Purchase

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2006

Director’s Report

The Directors are pleased to present the 28th Annual Report and audited accounts for the. financial year ended on March 31, 2015. FINANCIAL RESULTS (Rs. In Lakhs) FOR THE PREVIOUS PARTICULARS PERIOD YEAR ENDED ENDED 30.06.2014 31,03.2015 (12 months) (9 months) Gross Income 53.71 413.44 Profit before Depreciation & Tax -127.00 286.79 Less: Depreciation -18.40 106.06 Profit before Tax -145.40 180.73 Net Profit after tax -223.30 153.03 OPERATIONS During the year under review, the Company has sold its windmill undertaking and thereafter, did not carry out any other operating activities. The Board of Directors of the Company is trying to explore the other business opportunities including its main core business i.e. NBFC''s. The total income of the Company for the period under review was Rs 53.71 lakhs as against Rs. 413.44 lakhs in the last year and the net profit (Loss) after tax and adjustment relating to earlier years for the period under review was (Rs.223.30) lakhs as against Rs. 153.03 lakhs in the last year. MATERIAL CHANGES The Company is in litigation relating to termination of Agreement to Sell with Golden Dreams Buildcon Private Limited for sale of a plot at Aurangabad, part of 5 units of Jhalani Tools India Ltd. acquired through Court Auction. Under this case an Award has been given in favour of the Company by the Arbitrator Hon''ble Justice Surinder Singh Nijjar, Former Judge, Supreme Court of India. As per Award the Company issued a Cheque of Rs. 9 crores (Nine Crores) to Golden Dreams Buildcon Pvt. Ltd. which has not been t accepted by Golden Dreams Buildcon Pvt. Ltd. The Directors are of the opinion that the Company can protect its interest successfully. Save as otherwise provided In this report, no materia! changes were taken place between the close of Financial Year and date of approval of Financial Statements by the Board of Directors. DIVIDEND During the period under review, the company has suffered losses and therefore, your directors express their inability to recommend dividend for the period under report. DIRECTORS During the period, Mr. R.K. Pandey resigned from the Directorship of the Company. The Board places on record its sincere appreciation of valuable service rendered by him. During the year, Mrs. Ankita Srivastava (DIN: 07081621) was appointed as an Additional Director of the Company with effect from 14th February, 2015. Your directors welcome Mrs. Ankita Srivastava on the Board of the Company. Mr. S. C. Goyal (DIN: 00220575), Director of the Company retires by rotation and being eligible offer himself for re-appointment. The Board recommends hisappointment at ensuing Annual General Meeting. Mr. S C. Goyal is not receiving any remuneration from the company. Brief Resume of Mrs. Ankita Srivastava and Mr. S.C. Goyal are given as annexure to the notice convening the Annual Genera! 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 & AUDITORS''REPORT The Statutory Auditors M/s K. K. Jain & Co., Chartered Accountants, New Delhi (FRN: 002465N), who were appointed as Statutory Auditors by the members for three years. \ - Their appointment would be ratified at ensuing Annual General Meeting. The Auditor has made qualification En his report on Consolidated Financial Statement that the other Auditor of one of the subsidiary Companies i.e. Sudama Technologies Pvt. Ltd., has stated that the company has share application money amounting to Rs.32,09,502 (Previous year Rs.82,94,502) still to be refunded. The Directors comments on this qualified opinion and remarks are as under The Ministry of Corporate Affairs issued a notification dated 31.03.2015 that if a company | receives any amount by way of subscriptions to any shares, stock, bonds or debentures *'' before the 1st April, 2014 and disclosed in the balance sheet for the financial year ending on or before the 31s1 March, 2014 against which the allotment is pending on the 31st March, 2015, the company shall, by the 1st June, 2015 either return such amounts to the persons from whom these were received or allot shares, stock, bonds or debentures or , < Comply with these rules. Accordingly, Sudama Technologies Pvt. Ltd. has refunded the share application money pending for allotment after 31st March, 2015. Further, the Notes on Financial Statements referred to in the Auditors'' Report are self explanatory and do not call for any further comments. SECRETARIAL AUDITOR SJK & Co., Practicing Company Secretaries, was appointed by the Board of Directors of the Company to conduct the secretarial audit of the Company for the financial year 2014 15, as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The secretarial audit report for financial year 2014-15 forms part of the Annual Report as Annexure-A to the Directors'' report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. 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. CHANGE IN FINANCIAL YEAR Earlier, your company was following financial year starting from 1st July to 30th June. As per Section 2 (41) of Companies Act, 2013 the financial year of a Company must end on 31st March of every year. The said section of the Companies Act, 2013 further provides that the existing company shall, within a period of two years from commencement of this provision, align its financial year as per the provisions of Section 2(41) of Companies Act, 2013. In order to comply with above referred provisions of the Companies Act, 2013 your Company closed its Accounting year on March 31, 2015 by preparing the Financial Statements for a period of 9 months commencing from July 01, 2014 to March 31, 2015. SUBSIDIARY COMPANIES The Company has three subsidiary companies namely Satlej Real Estate Pvt. Ltd., Sudama Technologies Pvt. Ltd. and Satlej Infotech Pvt. Ltd. (Subsidiary of Satlej Real Estate Pvt. Ltd.). In accordance with general circular issued by Ministry of Corporate Affairs, Govt, of India, the balance sheet, profit & loss account and other documents of the subsidiary companies are not being attached with the balance sheet of the company. The company will make available these documents and related Information upon request by any member of the company. The Annual Accounts of the subsidiary companies will also be kept open for inspection at the registered office of the company. A Statement pursuant to Section 129 of the Companies Act, 2013 relating to subsidiary companies is attached to the Financial Statements of your Company. CONSOLIDATED FINANCIAL STATEMENTS: As per requirements of the Listing Agreement and in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements are attached to the Annual Accounts. INTERNAL FINANCIAL CONTROL The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures INTERNAL AUDITOR The Board of Directors of your Company re-appointed M/s. RSV & Co., Chartered Accountants as Internal Auditor of the Company for the financial year 2015-16. CORPORATE SOCIAL RESPONSIBILITY: Your company does not come within the ambit of criteria provided under section 135 of the Companies Act, 2013. Therefore, the company has not undertaken activities under Corporate Social Responsibility. 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 As per provisions of section 197(12) of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed Company is required to disclose the ratio of the remuneration of each Director to the median employees'' remuneration and details of employees receiving remuneration exceeding limits as prescribed from time to time in the directors'' report. However, none of the Directors of your company has received any remuneration therefore, there is no requirement to disclose the ratio of remuneration of each Director to the median of the employees. DIRECTORS'' RESPONSIBILITY STATEMENT As per provisions of Section 134 (3) (c) & 134 (5) of the Companies Act, 2013 your Directors confirm as under:- 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; Ill that the Directors had taken proper and sufficient care for the maintenance of - v 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. V that the directors had laid down internal financial controls to be followed by the company and that such internal financial control are adequate and were operating effectively. 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. DISCLOSURE UNDER COMPANIES ACT, 2013 (I) Extract of Annual Return In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure-B to the Board''s report. (ii) Meetings during the Year Five meetings of Board of Directors were held during the financial year 2014-15. (Hi) Composition of Audit Committee The Board has constituted an Audit Committee, which comprises of Mr. K.K. Gupta as Chairman and Mr. M.K. Doogar, Mr. S.C. Goya! as the members, More details of the Committee are given in the Corporate Governance Report. (iv) Related Party Transactions None of the Transactions with any related parties was in conflict with the Company''s Interest. Suitable disclosure as required by the Accounting Standard (AS-18) has been . , made in the notes to the Financial Statement. All related party transactions are negotiated on arms-length basis and are in ordinary course of business. Therefore, the provisions of Section 188(1) of the Companies Act, 2013 are not applicable. The details of transactions with related parties are provided in the accompanying financial statements. (v) Particulars of Loans Given, Investments Made, Guarantees given and Securities Provided The Company has not given any security, Guarantee. However, Particulars of loans given, investments made, are provided in the standalone financial statement. (Please refer to Note 10,11 to the standalone financial statement). ,. POLICY ON DIRECTORS''APPOINTMENT AND REMUNERATION The current policy is to have an appropriate mix of non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consists of 4 members, '' s two of whom are non- executive and independent directors. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub- section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is available on the website of the company. We affirm that the remuneration paid to the directors is as = per the terms laid out in the nomination and remuneration policy of the Company. DECLARATION BY INDEPENDENT DIRECTORS The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. WHISTLE BLOWER POLICY/ VIGIL MECHANISM As part of our corporate governance practices, the Company has adopted the Whistleblower policy that covers our directors and employees. The Company provides free access to the Board of Directors for ail the employees to point out / report any variation / or violation of laws, rules and regulations applicable to the Company. BOARD EVALUATION Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of Non-independent Director, Chairman and Board was done as a whole at '' v a separate meeting held for Independent Directors, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO a. Conservation of Energy: Since the Company was engaged in generation of electricity by wind power in which no energy was consumed and thereafter trying to explore its core business i.e. NBFCs activities which also do not require the conservation of energy therefore, information relating to conservation of energy - < are not applicable under section 134 (3) (m) of the Companies Act, 2013 read r with the Companies (Disclosure of Particulars in the Report of Board of Directors). b. Technology Absorption: No efforts have been made by the Company during the year for technology absorption and therefore, information relating to Technology Absorption are not applicable under section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors). . s c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the period under review and therefore, information relating to Foreign Exchange Earnings and Outgo are not applicable under section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors). 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 their 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 : 05/08/2015 Chairman (DIN: 00220575)

Director’s Report