Directors Report of Morgan Ventures Ltd.

Jun 30, 2014

Dear members,

The Directors are pleased to present the 27,h Annual Report and audited accounts for the financial year ended on June 30, 2014.

FINANCIAL RESULTS

(Rs. In Lakhs)

PARTICULARS FOR THE YEAR ENDED PREVIOUS YEAR ENDED 30.06.2014 30.06.2013

Gross Income 413.44 409.37

Profit before Depreciation & Tax 286.79 51.84

Less: Depreciation 106.06 107.48

Profit before Tax 180.73 (55.63)

Net Profit after tax 153.03 5.30

OPERATIONS

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 413.44 lakhs as against Rs. 409.37 lakhs in the last year and the net profit after tax and adjustment relating to earlier years for the period under review was Rs.153.03 lakhs as against Rs. 5.30 lakhs in the last year.

MATERIAL CHANGES

Save as otherwise provide in this report, no material changes were taken place between the date of Financial Statements and date of approval of Financial Statements by the Board of Directors.

DIVIDEND

With a view to conserve the resources to meet the fund requirement of the Company, your directors express their inability to recommend dividend for the year under report.

DIRECTORS

During the period, Mr. P. K. Gupta and Mrs. Meera Goyal resigned from the Directorship of the Company. The Board places on record its sincere appreciation of valuable service rendered by them.

Mr. K. K. Gupta was appointed as an Additional Director of the Company with effect from 28th July, 2014.In terms of the provisions of Section 161(1) of the Act, Mr. K. K. Gupta would hold office up to the date of the ensuing Annual General Meeting.

The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mr. K. K. Gupta for the office of Director of the Company. Mr. K. K. Gupta is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Board recommends his appointment at ensuing Annual General Meeting.

Mr. S. C. Goyal and Mr. M. K. Doogar, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their appointment at ensuing Annual General 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 hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

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

As you are aware that your company is following financial year starting from 1s'' July to 30th June.

As per Section 2 (41) of Companies Act, 2013 the financial year of a Company must end on 31s1 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 may close its financial year on the coming March 31, 2015 by preparing the Financial Statements for a period of 9 months commencing from July 01,2014 to March 31, 2015."

SUBSIDIARIES

The Company has three subsidiaries companies. As per requirement of the Listing Agreement and in accordance with the Accounting Standard 21 (AS-21) issued by the Institute of Chartered Accountants of India, Consolidated Financial Statement is attached to the Annual Accounts.

A Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached to the Financial Statements of your Company. In terms of general Circular no. 2/11, Ministry of Corporate Affairs under section 212 (8) of the Companies Act, 1956, copies of the Balance Sheet, Report of Board of Directors and the Report of the Auditors of the subsidiary companies vi2, .Satlej Real Estate Private Limited, Satlej Infotech Private Limited and Sudama Technologies Private Limited have not been attached with the Balance Sheet of the Company. The Company will make available these documents and related detailed information upon request by any member of the Company.

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

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As per provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm as under:-

I 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;

III 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; and

IV that the Directors had prepared the annual accounts on a going concern basis.

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.

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

a. Conservation of Energy & Technology Absorption: Since the Company is engaged in NBFC activities & generation of electricity by wind power in which no energy is consumed, information relating to conservation of energy and technology absorption are not applicable under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors).

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 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 its 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

Sd/- S. C. Goyal Chairman (DIN:00220575)

Place: New Delhi Date: 29/08/2014

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Jun 30, 2010

The Directors are pleased to present the 23rd Annual Report and audited accounts for the financial year ended June 30, 2010.

FINANCIAL RESULTS

(Rs. In Lakhs)

FOR THE PREVIOUS YEAR YEAR ENDED PARTICULARS ENDED 30.06.2009 30.06.2010

Gross Income 1227.93 1429.98

Profit before Depreciation & Tax 246.44 188.12

Less: Depreciation 112.46 114.62

Profit before Tax 133.98 73.50 Less: Income Tax 22.77 7.58

Less: Fringe Benefit Tax - 0.13

Add: Deferred Tax 37.39 37.28

Profit after tax 148.60 103.06

Adjustment Relating to earlier year 0.71 30.00

Net Profit 147.89 73.06



OPERATIONS:

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 1227.93 lakhs as against Rs. 1429.98 lakhs in the previous year and the net profit after tax and adjustment relating to earlier years for the period under review was Rs. 147.89 lakhs as against Rs 73.06 lakhs in the previous year.

DIVIDEND

With a view to conserve the resources to meet the fund requirement of the Company, your directors express their inability to recommend dividend for the year under report

DIRECTORS

Mr. M. K. Doogar and Mr. P.K. Gupta, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment. The Board recommends their appointment at ensuing Annual General 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

The Statutory Auditors M/s K. K. Jain & Co., Chartered Accountants, New Delhi retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be in conformity within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956 for such appointment.

AUDITORS REPORT

The notes to accounts referred to in the Auditors’ Report are self-explanatory. Auditors’ remarks at sub- para (f) of para 3 of the Auditors’ Report dated 30.08.2010 have been explained at note no. 1 (d) (i) of the notes to account of even date, which in the opinion of the Board of Directors, are explanatory in nature and may be treated as explanation furnished by them under section 217 (3) of the Companies Act, 1956.

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.

SUBSIDIARIES

A Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached to the Financial Statements of your Company. Copy of the Balance Sheet, Report of Board of Directors and the Report of the Auditors of the subsidiary companies viz, Satlej Real Estate Private Limited, Satlej Infotech Private Limited and Sudama Technologies Private Limited is attached to the Balance Sheet of your Company. As per requirement of the Listing Agreement and in accordance with the Accounting Standard 21 (AS-21) issued by the Institute of Chartered Accountants of India, Consoli- dated Financial Statement is attached to the Annual Accounts.

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

During the financial year under review, none of the Company’s employees was in receipt of remunera- tion as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Par- ticulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

DIRECTORS RESPONSIBILITY STATEMENT

As per provision of Section 217(2AA) of the Companies Act, 1956 your Directors confirm as under:- I 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;

III that the Directors had taken proper and sufficient care for the maintenance of adequate ac- counting 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.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Direc- tors 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’ Certifi- cate on its due compliance.

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

a. Conservation of Energy & Technology Absorption: Since the Company is engaged in NBFC activities & generation of electricity by wind power in which no energy is consumed, information relating to conservation of energy and technology absorption are not applicable under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors).

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 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 its 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: 15/11/2010 Chairman

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Jun 30, 2009

The Directors are pleased to present the 22nd Annual Report and audited accounts for the financial year ended June 30, 2009.

FINANCIAL RESULTS (RS, in Lakhs) FOR THE PREVIOUS PARTICULARS YEAR ENDED YEAR ENDED 30.06.2009 30.06.2008

Gross Income 1429.98 1273.38

Profit before Depreciation & Tax 188.12 576.41

Less: Depreciation 114.62 118.69

Profit before Tax 73.50 457.72

Less: Income Tax 7.58 44.63

Less: Fringe Benefit Tax 0.13 0.22

Add: Deferred Tax 37.28 33.34

Profit after tax 103.06 446.21

Adjustment Relating to earlier year (30.00) 29.80

Net Profit 73.06 476.01



OPERATIONS:

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 1429.98 lakhs as against Rs 1273.38 lakhs in the last year and the net profit after tax and adjustment relating to earlier years for the period under review was Rs 73.06 lakhs as against Rs 476.01 lakhs in the last year.

DIVIDEND

With a view to conserve the resources to meet the fund requirement of the Company, your directors express their inability to recommend dividend for the year under report.

DIRECTORS

Mr. R. K. Pandey was appointed as an additional director in the Board meeting held on 31" January, 2009 in terms of the provisions of section 260 of the Companies Act, 1956 and Article 92 of the Articles of Association, will hold office only up to the date of the next Annual General Meeting. The Board recommends his appoint- ment at ensuing Annual General Meeting.

Mr. S. C. Goyal and Mr. Prakash Agarwal, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment.

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

The Statutory Auditors M/s K. K. Jain & Co., Chartered Accountants, New Delhi retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be in conformity within the limits prescribed under Section 224 (1 -B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956 for such appointment.

AUDITORS REPORT

The notes to accounts referred to in the Auditors Report are self-explanatory. Auditors remarks at sub-para (f) of para 3 of the Auditors Report dated 30.09.2009 have been explained at note no. 1 (d) of the notes to account of even date, which in the opinion of the Board of Directors, are explanatory in nature and may be treated as explanation furnished by them under section 217 (3) of the Companies Act, 1956.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The company prepares its accounts and other Financial Statements in accordance with the relevant Ac- counting Principles and also complies with the Accounting Standards issued by the Institute of Chartered Accountants of India.

SUBSIDIARIES

A Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached to the Financial Statements of your Company. Copy of the Balance Sheet, Report of Board of Directors and the Report of the Auditors of the subsidiary companies viz, Satlej Real Estate Private Limited, Satlej Infotech Private Limited and Sudama Technologies Private Limited is attached to the Balance Sheet of your Company. As per requirement of the Listing Agreement and in accordance with the Accounting Standard 21 (AS-21) issued by the Institute of Chartered Accountants of India, Consolidated Financial Statement is attached to the Annual Accounts.

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

During the financial year under review, none of the Companys employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

DIRECTORS RESPONSIBILITY STATEMENT

As per provision of Section 217(2AA) of the Companies Act, 1956 your Directors confirm as under: - I 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.

III 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; and

IV that the Directors had prepared the annual accounts on a going concern basis.

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 Indias Corporate Governance practices and have implemented all the stipulations prescribed.

A separate report each on corporate governance and management discussions and analysis is given else- where in the annual report are annexed hereto as part of Annual Report along with Auditors Certificate on its due compliance.

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

a. Conservation of Energy & Technology Absorption: Since the Company is engaged in NBFC activities & generation of electricity by wind power in which no energy is consumed, information relating to conservation of energy and technology absorption are not applicable under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors).

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 Companys 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 its deep gratitude for wholehearted and continuous support extended by the members who have always been a source of strength for the Com- pany.

For and on behalf of Board of Directors Place : New Delhi S. C. Goyal Date: 31/10/2009 Chairman