Morgan Ventures Ltd Directors Report.

To

The Members of Morgan Ventures Limited

Your Directors are pleased to present the 32nd Annual Report on the business and operations 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 Companys performance during the year as compared with the previous year is summarized 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 23,30,000 32,21,524
Total Expenses 21,68,513 31,17,461
Profit before Tax 1,61,487 1,04,063
Current Tax (42,101) (20,813)
Deferred Tax 1,799 -
Net Profit 1,21,185 83,251
Earnings Per Share 0.01 0.01

BUSINESS PERFORMANCE

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. 23,30,000/- as against Rs. 32,21,524/- in the last year and the net profit / (loss) after tax and adjustment relating to earlier years for the period under review was Rs. 1,21,185/- as against Rs. 83,251 /- in the last year.

MATERIAL CHANGES & COMMITMENTS

There are no material changes & commitments of the Company requiring disclosure in this report.

DIVIDEND

With a view to conserve the resources to meet the fund requirements of the Company, your 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 Key Managerial Personnels of the Company.

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

Mr. Shahzeb Khan was appointed as Additional Director of the Company with effect from 14th August, 2019. Further, in the same meeting he is designated as Managing Director of the Company subject to approval by shareholders in Annual General Meeting by passing of Special Resolution.

MRs. Kamlesh, Director of the Company retires by rotation and being eligible offers herself for reappointment. The Board recommends her appointment at ensuring Annual General Meeting.

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 effect from 30th May, 2019. Further, Mr. Ajit Prasad Singh resigned from his office with effect from 315t July, 2019.

Mr. Naveen Bhatnagar was appointed as Company Secretary of the Company with effect from 1st August, 2019.

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.

SUBSIDIARIES & JOINT VENTURES

The Company is not having any subsidiary neither Company has entered into any joint ventures agreement during the year.

AUDITORS & AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (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 the Conclusion of Annual General Meeting to be held in the year 2022.

M/s R. Tayal & Associates, Chartered Accountants have confirmed that they are not disqualified from continuing as Auditors of the Company. The Auditors have issued an unmodified opinion on the Financial Statements for the Financial Year ended 31st March, 2019.

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

The Report given by R, Tayal & Associates, Chartered Accountants on the Financial Statements of the Company for the year 2018-2019 is part of the Annual Report. There has been no qualification, reservation, adverse remarks or disclaimer given by the Auditors in their Report

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

M/s Anuj Gupta & Associates, Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the financial year 2018-2019, as required under 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 and forms 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 the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

It is further stated the being NBFC Company IND - AS is not applicable on Company for the Financial Year 2018-2019 as per the notifications issued by Ministry of Corporate Affairs under Companies (Indian Accounting Standards) Rules, 2015.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has made compliances in accordance with the Secretarial Standards as issued by the Institute of Company Secretaries of India.

Company has conducted its all meetings of Board of Directors and Shareholders and relevant committees meeting and drafted its minutes in accordance with the SS-1 and SS-2 standards issued by the Institute of Company Secretaries of India.

INTERNAL AUDITOR AND REPORT

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

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 during the year under report.

STOCK EXCHANGE LISTING & COMPLIANCES

The Equity Shares of your Company are continued to be listed on Bombay Stock Exchange Limited, Mumbai. The Company confirms that the Annual Listing fee to Bombay Stock Exchange Limited has been paid and is up to date.

PARTICULARS OF EMPLOYEES

During the Financial Year, None of the Companys employees were in receipt of remuneration as prescribed under Section 197 (14) of the Companies Act, 2013 read with rules made thereunder and hence no particulars are required to be disclosed in this Report.

DIRECTORS RESPONSIBILITY STATEMENT

As per provisions of Section 134 (3) (c) & 134 (5) of the Companies Act, 2013, Your Directors confirms as under:-

a) That in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That the Directors had selected such accounting policies and applied them consistently and made judgements 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 31st March, 2019 and of the profit and loss of the Company for the period ended 31st March, 2019;

c) 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;

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 the Company and that such internal financial control are adequate and were operating effectively.

f) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD MEETINGS DURING THE YEAR

The Board of Directors met 5 (Five) times in the Financial Year 2018-2019. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

The Board is committed to bring transparency in determining its performance, committees and in assessing the performance of membeRs.

During the year the Board with the assistance of Nomination and Remuneration Committee has completed the Evaluation exercise, which includes the evaluation of Board as whole, committees and Directors, as per the internally designed evaluation process approved by the Board.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to the provisions of Regulation 34 of the SEBI {Listing Obligations and Disclosures Requirements) Regulations, 2015, Management Discussion & Analysis Report is attached to Annual Report.

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 to the Boards Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance Practices and have implemented all the stipulations prescribed.

A separate report on Corporate Governance is given in the Annual Report are annexed hereto as part of Annual Report along with Auditors 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 and efficient conduct of its business, including adherence to the Companys 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.

CONSERVATION OF ENERGY, TECHNOLONY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of Energy & Technology Absorption : Since the Company is engaged in NBFC activities, information relating to conservation of energy and technology absorption are not applicable under Section 134 (3) (m) of the Companies Act, 2013 read with rules made thereunder.

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 shareholders, Companys Bankers, Monitoring Agencies, Regulators (SEBI and RBI), other Central and State Government departments 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 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