Morgan Ventures Ltd Management Discussions.

INDUSTRY OPERATIONS

(a) Treasury Operations & Fund Based Activities

The Company in its treasury division is carrying activities relating to placement of funds with other Bodies Corporate by way of Inter Corporate Deposits/ Bill Discounting Facilities. During the year under review, Treasury operation of the Company remains non functional.

(b) Investment Activities

During the year under review, investment activities of the Company remained non functional.

(c) Non Banking Financial Companies (NBFC) Activities

Company is Non - Banking Financial Company

INDUSTRY STRUCTURE - AN OUTLOOK

Non - banking financial companies (NBFCs) form an integral part of the Indian financial system. The NBFCs sector is divided into equipment leasing / hire purchase finance, loan and investment. NBFCs always played an important role in promoting financial inclusion in India, these companies are deeply interconnected with entities in financial sector. They have been complementing and supplementing the banking sector in reaching out credit to the Un-banked segments of the society. The biggest contribution of NBFCs is their ability to cater to the needs of the MSMEs which form the cradle of Entrepreneurship and innovation in India.

The Company would try to look for more opportunities in NBFC activities. With the formation of stable Government in India, Stock Market is showing bullish trend which may continue for at least 3 yeaRs. In this scenario, it is strategically advantageous to identify prospective unlisted companies having good growth opportunities and intending to bring Public Issue in near future, the Company would make strategic investment in such companies to earn good return on investment in medium term.

Looking at growth opportunities in the financial sector, the management has proposed to shareholders to increase the borrowing power to expand our investment and loan portfolios.

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL CONTROL

In any industry, the processes and internal control systems play a critical role in the health of the Company. The Companys well-defined organizational structure, documented policy guidelines, defined authority matrix and internal controls ensure efficiency of operations, compliance with internal policies and applicable laws and regulations as well as protection of resources.

Moreover, the Company continuously upgrades these systems in line with the best available practices. The Board has an Audit Committee with independent directors in majority to maintain the objectivity.

Proper and adequate internal control systems are in place to ensure that all the business dealings are performed on sound business ethics and all assets are protected against loss of unauthorized use or disposition and that the transactions are authorized, recorded and properly reported.

The internal control system is designed to ensure that financial and other records are reliable for all purposes.

HUMAN RESOURCES

The Company regards its human resource as a valuable assets. The Company has a team driven work process with completely flat organization system. This not only help us nurture leaders but also gives us capable and assured colleagues at all levels.

CORPORATE GOVERNANCE

The Company follows principle of effective Corporate Governance, The endeavour of the Company is not only to comply with regulatory requirements but also to practice Corporate Governance principles that lay emphasis on integrity, transparency and overall accountability.

The Company adheres to most of the recommendations made by the SEBI and incorporated by the Stock Exchanges in the Standard Listing Agreement.

RISK AND CONCERNS

The Company has adopted a conservative approach and manages investment / Loan decisions by processing the same through various layers of management and by stipulating clear cut prudential policies, limits and due diligence at all level of management with great emphasis on strict adherence to the same.

DISCLAIMER

Readers are cautioned that this discussion and analysis contains forward-looking statements that involve risks and uncertainties. When used in this discussion, the words "anticipate", "believe", "estimate", "intend", "will" and "expected" and other similar expressions as they relate to the Company or its business are intended to identify such forward looking statements. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of performances or achievements and risks and opportunities could differ materially from those expressed or implied in such forward looking statements. Readers are cautioned not to place undue reliance on these forward looking statements that speak only as of their date. The following discussion and analysis should be read in conjunction with the Companys financial statements included and notes thereto.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

(In terms of Regulation 34(3) and Schedule V(E) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015)

To the Members of Morgan Ventures Limited

We have examined the compliance of conditions of Corporate Governance by Morgan Ventures Limited for the year ended on March 31, 2019, as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations), as applicable during the relevant year.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was carried out in India, and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions

In our opinion and to the best of our information and according to the explanations given to us the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 in relation to

1. Board of Directors - Their Composition, Compensation, Membership of Directors in Committee, Board Meetings and Code of Conducts.

2. Audit Committee - Their Composition, Powers, Meetings, Roles, Review of Informations.

3. Nomination and Remuneration Committee-Their Composition, Powers, Meetings, Roles.

4. Stakeholders Relationship Committee - Their Composition, Powers, Meetings, Roles.

5. Disclosures:

a. Basis of Related Party Transactions

b. Accounting Treatment

c. Remuneration of Directors

d. Management Discussion and Analysis

e. Relationship between Directors inter-se

f. Related Party Transactions, etc

We state that no investor grievance is pending for a period exceeding one month against the Company as per records maintained by the Stakeholders Relationship Committee.

We further state that such compliance is neither an assurance as to future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For R. Tayal & Associates Chartered Accountants Firm No.: 00690N

Sd/-

Rakesh Kumar Tayal Partner

M. No.: 085816

Place: New Delhi

Date: 30th May, 2019