To, The Members of
Morgan Ventures Limited
Your Directors are pleased to present the 37thAnnual Report on the business and operations together with Audited Balance Sheet as at 31stMarch, 2024 and Profit & Loss Account & Cash Flow Statement of the Company for the period ended on 31st March, 2024.
1. BUSINESS PERFORMANCE AND FINANCIAL HIGHLIGHTS:-
1.1. Financial Results:
Your Company‘s performance during the year as compared with the previous year is summarized as below:
(Amount in Rs. Thousands)
1.2. Business Performance:
During the year under review, the total income of the company for the said period was Rs. 2,30,066.56 (in Rs. 000) against Rs. 1,27,638.53 (in Rs. 000) in the last year. The net profit / (loss) after tax and adjustment relating to earlier years for the period under review was Rs. 99,451.90 (in Rs. 000) as against Rs. 65,759.69 (in Rs. 000)in the last year. The company received good investment opportunities and made investments of significant amount of money in Alternate Investment Funds (AIFs) after taking professional advices from Fund Managers and maintained consistency in business growth of the company.
1.3. Statement of Company s Affairs:
During the year under review, the company explored and made investment in new investment opportunities in Equity Investments, Alternative Investments Funds and Other Investments Avenues from which the company is expecting good return in future .The company used own resources and loan funds for investments in Equity Instrument, units of AIF category II, units of AIF category III and Onshore Funds.
2. 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.
3. TRANSFER TO RESERVE:
The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review
4. MATERIAL CHANGES & COMMITMENTS:
There have been no material changes and commitment which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report
5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business of your Company during the year under review.
6. SHARE CAPITAL:
The paid up Equity Share Capital as on 31st March, 2024 was Rs.9,89,87,000 comprising of 98,98,700 Equity Shares of 10 each. During the year under review, the Company has not issued any further shares to the members or general public.
7. 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 fees to Bombay Stock Exchange Limited has been paid and is up to date. NSDL & CDSL, Depositories are providing their services to our valued shareholders/ members. Your company has paid Annual Fees to all of them for the financial year 2023-2024.
8. PUBLIC DEPOSITS:
The company had not accepted, invited or renewed any public deposits during the period financial year 2023-2024. The company has no pending deposits, which are due or unclaimed at the end of the year.
9. JOINT VENTURES OR ASSOCIATES OR SUBSIDIARY COMPANIES:
During the period under review, the company has no joint ventures, associates or subsidiary company.
10. AUDITORS AND REPORTS 10.1. Statutory Auditors and Report
Pursuant to Sections 139 & 142 of the Companies Act, 2013, M/s R. Tayal & Associates, Chartered Accountants (ICAI Firm Registration No. 0006969N) were appointed as the Statutory Auditors of the Company at the 36th Annual General Meeting for the period of 5 years. There are no audit qualifications, reservations, disclaimers, or adverse remarks, or reporting of fraud in the statutory auditors report given by M/s. R. Tayal & Associates.
The observations and comments given by the Auditors in their report read together with notes on Financial Statements are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.
10.2. Details of Fraud Reporting by Auditors
As per Auditor‘s report, no fraud under Section 143(12) of the Companies Act, 2013 and rule 13(3) of the Companies (Audit and Auditors) Rules, 2014 is reported by the Auditor.
10.3. Board s comment on the Auditors Report
The observations of the statutory auditors when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comments.
10.4. Secretarial Auditors and Report
Pursuant to the provisions of Section 204(1) of the Companies Act 2013 read along with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2020 and other applicable provisions, if any, of the Companies Act 2013.
The Board of Directors of your company appointed M/s. Anuj Gupta & Associates (CP. No. 13025), Practicing Company Secretaries as Secretarial Auditors of the company for the financial year 2023-2024 at meeting held on 30th May, 2023.
The Secretarial Audit Report for the financial year 2023-24, given by M/s Anuj Gupta & Associates, (CP.No.13025), Delhi is attached to this Report. There are no qualifications, reservations, disclaimers, or adverse remarks in the said Secretarial Audit Report. Your company complies with the application Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.
The Secretarial Auditor Report is attached to this report as ?Annexure 1 .
10.5. INTERNAL AUDITORS AND REPORT
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read along with rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013.
The Board of Directors of your company appointed M/s. Vikash K. Singh, M. No. 540785), Practicing Chartered Accountants as Internal Auditors of the company for the financial year 2023-2024 at meeting held on 30th May, 2023.
The Internal Audit conducted the internal audit as per internal audit standards and places before the board the Internal audit report from time to time.
11. ANNUAL SECRETARIAL COMPLIANCE REPORT
The company had appointed M/s. Anuj Gupta & Associates, Practicing Company Secretaries to undertak an audit for the financial year ended 31st March, 2024 for all applicable compliances as per the regulation 24A of the listing regulations and circulars/ guidelines issued there under. The Annual Secretarial Compliance Report issued by M/s. Anuj Gupta & Associates, Practicing Company Secretaries had submitted to the stock exchange as per the listing regulations.
12. FAMILIARIZATION POLICY
Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors about the Company. The Policy is available on the website of the Company ?.www morganventures.in.
13. CFO CERTIFICATION
Pursuant to Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Financial Officer ( CFO‘) and Managing Director of the Company have certified and confirming the correctness of the Financial Statements (Standalone) and Cash Flow Statements (Standalone), adequacy of the internal control measures for financial reporting for the year ended March 31, 2023. The certificate dated 29th May, 2024 which is forms part of this report as ?Annexure-2 .
14. CERTIFICATE ON NON-DISQUALIFATION OF DIRECTORS
None of the Directors on the Board of the Company for the FY ended March 31, 2024, have been debarred or disqualified from being appointed or continuing as Director of the Company. The Company have received a Certificate from Practicing Company Secretary dated 16th July, 2024, which is forms part of this report as ?Annexure-3 .
15. CORPORATE SOCIAL RESPONSIBILITY
As per Section 135 of Companies Act, 2013 Every Company having net worth of Rs. five hundred crores or more or turnover of rupees one thousand crores or more or a net profit of Rs. five crores or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors. As the net profit of the company during year under review was more that Rs. Five crore, so the provisions of aforesaid section applicable to your company. Further, the company constituted CSR Committee formulated and recommended a CSR Policy in terms of Section 135 of the Act, 2013 along with a list of projects / programs to be undertaken for CSR spending in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The company undertaken projects / programs, which are falling within the CSR activities as specified under Schedule VII to the Act, 2013.
The CSR Committee consist the following members:
Mr. Kuldeep Kumar Dhar (Chairperson) Mr. Krishan Kumar Gupta Mrs. Madhu
The Committee shall be responsible to formulate and recommend to the Board a CSR policy (Corporate Social Responsibility Policy) for the activities prescribed under the Companies Act, 2013 and recommend the amount of expenditure to be incurred on the activities prescribed under CSR Policy and monitor the CSR Policy of the Company from time to time. The Company has carried out its obligations under CSR applicable provisions as provided under the Companies Act.
The company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the company and the policy may be accessed on the company‘s website.
Annual report on CSR activities undertaken by the company during the financial year ended on 31st March, 2024 in the prescribed format is attached as ?Annexure-4 forming part to this report.
16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report for the financial year under review is presented in a separate section, forming an integral part of this Annual Report as ?Annexure-5 .
17. CORPORATE GOVERNANCE
Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Corporate Governance Report is attached as ?Annexure-6 herewith forms part to this report.
The Company has been practicing the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.
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.
The Managing Director, Director and the Chief Financial Officer (CFO) of the Company have certified to the Board on financial statements and other matters in accordance with the Regulation 17 (8) of the Listing Regulations pertaining to Managing Director / CFO certification for the financial year ended 31stMarch 2024.
18. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from the practicing company secretary regarding compliance of corporate governance is annexed with the corporate governance report.
19. PARTICULARS OF EMPOLYEES AND REMUNERATION
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to the Report as ?Annexure-7 . Statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate ?Annexure -7 forming part of this report.
19.1. Employees Relationship
The employees at all ranks of the Company have extended their whole-hearted cooperation to the Company for the smooth conduct of the affairs of the Company and the employee relations of the Company have been Cordial. Directors wish to place on record their deep sense of appreciation for all the employees whose commitment, co-operation, active participation, dedication and professionalism has made the organization‘s significant growth possible.
20. DIRECTORS & KEY MANAGERIAL PERSONNEL 20.1. Change in composition of Board of Directors
Mrs. Madhu (DIN 09065199), Director of the company, retires by rotation at ensuing Annual General Meeting and being eligible, offers herself for reappointment.
Brief profile of the director being re-appointed or appointed as required under regulation 36(3) of listing regulations and secretarial standards on general meetings are provided in the Notice of Forthcoming Annual General Meeting of the company.
Mr. Anand Kumar Mishra, has resigned from the position of Company Secretary and Compliance Officer w.e.f. 05th August, 2023 due to his personal reasons. Mr. Prayas Dubey, was appointed as Company Secretary and Compliance Officer w.e.f. 07th August, 2023.
Mr. Anil Kumar Bakshi, has resigned from the position of Chief Financial Officer w.e.f. 29th February, 2024 due to his personal reasons. Mr. Prayas Dubey, was appointed as Chief Financial Officer w.e.f. 01st March, 2024.
20.2. Declaration given by Independent Directors
Mr. Krishan Kumar Gupta (DIN 00062385) and Mr. SanjivBansal (DIN No. 00417480) appointed as Non-Executive and Independent Directors, have given the necessary declaration under Section 149, Section 164 and Section 184 of the Companies Act, 2013. These declarations have been placed before the Board and were duly taken on record.
20.3. Independent Directors (ID)
All IDs hold office for a fixed term of five years and are not liable to retire by rotation. Mr. Krishan Kumar Gupta (DIN 00062385) was reappointed for the second term of 5 consecutive years and same was approved at AGM 28th August, 2019 with effect from 31st December, 2019 and his tenure to act as Independent Director is ending on 30th December, 2024 and Mr. Sanjiv Bansal (DIN 00417480),was appointed as Additional and Independent Directors for a term of 5 years by the board at its meeting held on 17thJune, 2021 and the same were approved by the shareholders at the AGM held on 14th September, 2021. The terms of appointment of IDs include the remuneration payable to them by way of fees.
The terms of IDs cover, inter-alia, duties, rights of access to information, disclosure of their interest / concern, dealing in Company's shares, remuneration and expenses, insurance and indemnity. The IDs are provided with copies of the Company's policies and charters of various committees of the Board.
In accordance with Section 149(7) of the Act, 2013, all IDs have declared that they meet the criteria of independence as provided under Section 149(6) of the Act, 2013 and Regulation 25 of the Listing Regulations and the Board confirms that they are independent of the management.
All the IDs are registered with the databank of Independent Directors developed by the Indian Institute of Corporate Affairs.
in accordance with the provisions of Section 150 of the Companies Act, 2013 and obtained ID registration certificate and renewed the same for five years / life time, as the case may be.
Separate meeting of Independent Directors During the year under review, a separate meeting of IDs was held on 30th March, 2024.
20.4. Board Meetings during the year
The Board of Directors met Six times in the Financial Year 2023-2024 i.e. 30th May, 2023; 12th July, 2023; 05th August, 2023; 14thNovember 2023; 13thJanuary, 2024 and 01st March, 2024. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.
20.5. Committees
Board delegates specific mandates to its Committees, to optimize Directors' skills and talents besides complying with key regulatory aspects.
Audit Committee for overseeing financial Reporting;
Nomination and Remuneration Committee for selecting and compensating Directors / Employees; Stakeholders' Relationship Committee for redressing investors' grievances Corporate Social Responsibility for analyzing and spending CSR Amount;
The performance of each Committee was evaluated by the Board after seeking inputs from its Members on the basis of specific terms of reference, its charter, time spent by the Committees in considering key issues, quality of information received, major recommendations / action plans and work of each Committee.
The Board is satisfied with overall effectiveness and decision making of all Committees. The Board reviewed each Committee's terms of reference to ensure that the Company's existing practices remain appropriate.
Recommendations from each Committee were considered and accepted by the Board prior to its implementation during the financial year under review.
Details of Committees, its charter and functions are provided in the Corporate Governance Report.
20.6. Performance Evaluation of Board, Committee and Directors
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. The manner of evaluation has been explained in the Corporate Governance Report.
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.
21. 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 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 31.03.2024 and profit and loss of the Company for the period ended 31.03.2024; 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.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The report is attached as ?Annexure-8
23. PARTICULARS OF LOANS AND INVESTMENT
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.
24. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, a copy of Annual Return is available at the weblink https://www.morganventures.in
25. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year ended 31st
March, 2023 were on an arm‘s length basis and were in the ordinary course of business.
Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required. However, the disclosure of transactions with related party for the year, as per Indian Accounting Standards Related Party Disclosures is given in Note No. 31 to the Balance Sheet as on 31stMarch, 2024.
26. INDIAN ACCOUNTING STANDARDS AND SECRETARIAL STANDARDS 26.1. Compliance with Indian Accounting Standards & IND AS applicability
In compliance with Rules as applicable by Ministry of Corporate Affairs under Companies (Indian Accounting Standards) Rules, 2015, The Company has to prepare its annual accounts and other financial statements as per Indian Accounting Standards with effect from 1stApril, 2019.
Therefore, the Company start preparing its accounts and other financial statements in accordance with the relevant accounting principles and complies with the relevant Indian accounting standards.
26.2. 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 all of its meetings of Board and relevant committee meetings and drafted its minutes in accordance with the SS-1 and SS-2 standards issued by the Institute of Company Secretaries of India.
27. 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.
28. RBI GUIDELINES
The company has complied with and continues to comply with all the applicable regulations and directions of the RBI.
29. MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report
30. INDUSTRIAL RELATIONS
The industrial relations with staff and workers during the year under review continue to be cordial.
31. PROHIBITION OF INSIDER TRADING
In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised ?Code of Conduct to Regulate, Monitor and Report Trading by Insiders (?the Code ). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company.
32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The vigil mechanism of the Company incorporates a policy under Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014, provide the mechanism for Employees and Directors of the Company to approach the Executive Director and the Chairman of the Audit Committee of the Board. Protected disclosures can be made by a Whistle Blower by means of e-mail or telephone or letter to the Executive Director or to the Chairman of the Audit Committee. The policy on Vigil Mechanism may be accessed on the
Company‘s website.
33. BUSINESS RISKS MANAGEMENT
Pursuant to Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a framework to inform the Board about the particulars of Risks Assessment and Minimization Procedures (Risks Management) Plan. The Risks Management Plan is available on the website of the Company.
34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS: No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company‘s operations in future.
35. GREEN INITIATIVE & SHAREHOLDERS INFORMATION
The Ministry of Corporate Affairs (MCA), Government of India has taken a Green Initiative in the Corporate Governance‘ vide its Circular Nos. 17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011 which enables the entity to effect electronic delivery of documents including the Notice of Annual General Meeting/Extra Ordinary General Meeting, audited financial statements, Director‘s Reports, etc. in electronic form, to the e-mail address the Shareholders have registered with Depository Participant(DP). The Shareholders are requested to register/update their e-mail address immediately in their respective DP accounts so as to receive delivery of documents in electronic form instead of getting the same in physical form. The Shareholders holding shares in physical form desirous of availing electronic form of delivery of documents/notices are requested to immediately register/update their e-mail address, by contacting with our designated Registrar and Transfer Agents, namely, M/s. Skyline Financial Services Private Limited. Members may please note that AGM Notice and Annual Report 2023-24 are being send only in electronic mode and the said notice and annual report are also available on the
Company‘s website www.morganventures.in, websites of the Stock Exchange/s i.e; BSE
Limited at www.bseindia.com.
The Securities and Exchange Board of India (SEBI) has by its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 03, 2021, Circular No. SEBI/ HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/ CIR/2023/37 dated March 16, 2023 made it mandatory for all holders of physical Securities to furnish the copy of PAN, Nomination in form SH-13, Cancellation or change in Nomination in form SH-14, Updation of contact detail in form ISR-1, & updation of Bank account details in form ISR-2. In this regard, you may contact with our Company‘s designated Registrar & Share Transfer Agent (RTA) and / or to our Company‘s official.
36. APPRECIATION & ACKNOWLEDGEMENT
Your Directors appreciate the valuable co-operation extended by the Company‘s 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.