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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Morgan Ventures Ltd.

Mar 31, 2025

Your Directors are pleased to present the 38^th Annual Report on the business and operations together with Audited Balance Sheet as at 31^stMarch, 2025 and Profit & Loss Account & Cash Flow Statement of the Company for the period ended on 31st March, 2025.

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)
Particulars	For the Current Year	For the Previous Year
Particulars	ended 31.03.2025	ended 31.03.2024
Revenue from Operations	4,53,110.56	2,30,066.56
Other Income	13,917.50	-
Total Income	4,67,028.06	2,30,066.56
Less: Total Expenses	1,36,216.16	91,388.61
Profit before Tax (PBT)	3,30,811.90	1,38,677.95
Less: Tax Expenses
Current Tax	4,625.10	3,192.86
Adjustment of tax relating to earlier periods	9,022.78	-
Adjustment of MAT Credit Entitlement	-	-
Deferred Tax	60,981.43	36,033.19
Profit after Tax (PAT)	2,56,182.59	99,451.90
Other Comprehensive Income	-	-
Total Comprehensive Income for the year,	2,56,182.59	99,451.90
net of tax

1.2. Business Performance:

During the year under review, the total income of the company for the said period was Rs. 4,67,028.06 (in Rs.''000) against Rs. 2,30,066.56 (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. 2,56,182.59 (in Rs.''000) as against Rs. 99,451.90 (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, 2025 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 2024-2025.

8. PUBLIC DEPOSITS:

The company had not accepted, invited or renewed any public deposits during the period financial year 2024-2025. 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:

M/s. R. Tayal & Associates, Chartered Accountants (ICAI Firm Registration No. 0006969N) who were appointed as the Statutory Auditors of the Company for the period of 5 years at 36^th Annual General Meeting had tender their resignation as Statutory Auditors due to their pre-occupation and there resignation had been taken on record w.e.f. 21^st August, 2024.

Due to casual vacancy caused by resignation of Statutory Auditors and pursuant to Section 139 (8) of the Companies Act, 2013, The appointment of M/s. D H A & Co., Chartered Accountants (ICAI Firm Registration No. 025446N) as the Statutory Auditors of the Company were recommended by Audit Committee and Board Members in their meeting held on 22^nd August, 2024. There appointment had been approved by the Members of the Company in their 37^th Annual General Meeting held on 20^th September, 2024.

Pursuant to Section 139 & 142 of the Companies Act, 2013 read with rules framed thereunder, the Members approved the appointment of M/s. D H A & Co., Chartered Accountants (ICAI Firm Registration No. 025446N) as the Statutory Auditors of the Company for the Period of 5 years in their 37^th Annual General Meeting held on 20^thSeptember, 2024.

There are no audit qualifications, reservations, disclaimers, or adverse remarks, or reporting of fraud in the statutory auditors report given by M/s. D H A & Co..

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.

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 29^th May, 2024.

The Secretarial Audit Report for the financial year 2024-25, 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 âAnnexure 1â.

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. Singla & Singla, (FRN 008779N), Practicing Chartered Accountants as Internal Auditors of the company for the financial year 2024-2025 at meeting held on 29^th May, 2024. However, they resigned from their office as Internal Auditors w.e.f. 13^th August, 2024 due to their preoccupancy.

After taking into consideration the resignation of M/s. Singla & Singla, (FRN: 008779N), Practicing Chartered Accountants. The Board of Directors of your company had appointed M/s. H. Tara & Co., (FRN: 100265), Practicing Cost Accountants as Internal Auditors of the company for the financial year 2024-2025 at meeting held on 13^thAugust, 2024.

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 undertake an audit for the financial year ended 31^st March, 2025 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 â.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 31,2025. The certificate dated 26th May, 2025 which is forms part of this report as âAnnexure-2â.

14. CERTIFICATE ON NON-DISQUALIFATION OF DIRECTORS:

None of the Directors on the Board of the Company for the FY ended March 31, 2025, 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 16^th May, 2025, which is forms part of this report as âAnnexure-3â.

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 (till 31^st December, 2024)

Mr. Yogesh Kumar Gupta (w.e.f. 04^th January, 2025)

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 31^st March, 2025 in the prescribed format is attached as âAnnexure-4â 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 âAnnexure-5â.

17. CORPORATE GOVERNANCE:

Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report is attached as âAnnexure-6â 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, Directors 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 31^stMarch 2025.

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 âAnnexure-7â. 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 âAnnexure -7â 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, cooperation, active participation, dedication and professionalism has made the organization''s significant growth possible.

20. DIRECTORS & KEY MANAGERIAL PERSONNEL20.1. 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. Krishan Kumar Gupta (DIN 00062385), had retired from the position of Independent Director w.e.f. 31^stDecember, 2024.

Mr. Yogesh Kumar Gupta (DIN 00022200), had been appointed as Independent Director w.e.f. 04^th January, 2025 and his appointment as Independent Director is confirmed by Shareholders by way of passing of Special Resolution through Postal Ballot dated 12^th February, 2025.

20.2. Declaration given by Independent Directors:

Mr. Krishan Kumar Gupta (DIN 00062385) (till 31^st December, 2024), Mr. Sanjiv Bansal (DIN No. 00417480) and Mr. Yogesh Kumar Gupta (DIN 00022200) w.e.f. 04^th January, 2025 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) is retire from his office as Independent Director w.e.f. 31^st December, 2024, 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 17^thJune, 2021 and the same were approved by the shareholders at the AGM held on 14^thSeptember, 2021 and Mr. Yogesh Kumar Gupta (DIN 00022200) had been appointed as Independent Director w.e.f. 04^th January, 2025 and his appointment as Independent Director is confirmed by Shareholders by way of passing of Special Resolution through Postal Ballot dated 12^th February, 2025.

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 14^th February, 2025.

20.4. Board Meetings during the year:

The Board of Directors met Six times in the Financial Year 2024-2025 i.e. 29^th May, 2024; 13^th August, 2024; 22^ndAugust, 2024; 14^thNovember 2024; 04^thJanuary, 2025 and 14^th February, 2025.

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 31.03.2025 and profit and loss of the Company for the period ended 31.03.2025;

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 ANDOUTGO:

The report is attached as âAnnexure-8â

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, 2025 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. 30 to the Balance Sheet as on 31^stMarch, 2025.

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 1^stApril, 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. CHANGE IN OBJECT CLAUSE OF THE COMPANY:

During the year under review, The Company had included two new objectives relating to manufacturing activities in Main Object clause of Memorandum of Association (MOA) and the same has been approved by the Board of Directors in their Board Meeting held on 22^nd August, 2024 and from the members of the Company by way of passing of Special Resolution dated 20^th September, 2024 passed at the 37^th Annual General Meeting of the Company and subsequently the objects had been further approved by the Registrar of Companies by issuing

Certificate of Registration of the Special Resolution confirming alteration of Object Clause(s) dated 25^th October, 2024. However, Company had not started any business operation any time in future in conformity to the said new objects. In case, if Company start or commence any business operation in conformity to the said new objects it will take prior approval of RBI and accordingly proceed with as per the guidelines as set out by Regulators.

30. INDUSTRIAL RELATION:

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 âCode of Conduct to Regulate, Monitor and Report Trading by Insidersâ (âthe Codeâ). 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:

During the year under review, No significant and material orders passed by the Regulators, Courts and Tribunals. However, There is one ongoing litigation continuing in the Bombay High Court w.r.t. WRIT filed by the Company against MIDC on the land parcel situated at Plot no E-18, 19, 29, and 30 in the Chikalthana Industrial Area, Aurangabad, Maharashtra ad-measuring 76,483 sq. mtrs.

The High Court vide its interim order dated 4th September, 2024 to balance the equities permitted the Physical possession would formally remain with the petitioner until the further Orders and the MIDC to take over the symbolic possession of the WRIT property at 11.00 am on 05-09-2024. The Petitioner i.e. Company would not be entering into the said property without the leave of the Court. Also, MIDC would not proceed to allot any portion of the said Land to any entity even under a Conditional transfer, without the permission of the Court.

The Company is hopeful of the opinion that MIDC order of cancellation of Lease deed would be set aside by the High Court.

In view of the above there will be no adverse impact on the financial statements of the company.

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.

Mar 31, 2024

Your Directors are pleased to present the 37^thAnnual Report on the business and operations together with Audited Balance Sheet as at 31^stMarch, 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 Companyâs performance during the year as compared with the previous year is summarized as below:

(Amount in Rs. Thousands)

Particulars	For the Current Year ended 31.03.2024	For the Previous Year ended 31.03.2023
Revenue from Operations	2,30,066.56	1,19,275.19
Other Income	-	8,363.34
Total Income	2,30,066.56	1,27,638.53
Less: Total Expenses	91,388.61	46,750.65
Profit before Tax (PBT)	1,38,677.95	80,887.88
Less: Tax Expenses Current Tax	3,192.86	6,749.31
Adjustment of tax relating to earlier periods	_-	(1,280,47)
Adjustment of MAT Credit Entitlement		68.31
Deferred Tax	36,033.19	9,591.04
Profit after Tax (PAT)	99,451.90	65,759.69
Other Comprehensive Income	-	-
Total Comprehensive Income for the	99,451.90	65,759.69
year, net of tax

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.â000) against Rs. 1,27,638.53 (in Rs.â000) 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.â000) as against Rs. 65,759.69 (in Rs.â000)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 Companyâs 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:

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:

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 36^th 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.

10.2. Details of Fraud Reporting by Auditors

As per Auditorâs 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. Boardâs comment on the Auditorsâ 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

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 âAnnexure 1â.

10.5. INTERNAL AUDITORS AND REPORT

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 30^th 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 31^st 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

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 (âCFOâ) 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 29^th May, 2024 which is forms part of this report as âAnnexure-2â.

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 16^th July, 2024, which is forms part of this report as âAnnexure-3â.

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.

Mr. Kuldeep Kumar Dhar (Chairperson)

Mr. Krishan Kumar Gupta Mrs. Madhu

Annual report on CSR activities undertaken by the company during the financial year ended on 31^st March, 2024 in the prescribed format is attached as âAnnexure-4â forming part to this report.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

17. CORPORATE GOVERNANCE

Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report is attached as âAnnexure-6â 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 Auditorsâ 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 31^stMarch 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

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 organizationâs 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.

Mr. Anand Kumar Mishra, has resigned from the position of Company Secretary and Compliance Officer w.e.f. 05^th August, 2023 due to his personal reasons. Mr. Prayas Dubey, was appointed as Company Secretary and Compliance Officer w.e.f. 07^th August, 2023.

Mr. Anil Kumar Bakshi, has resigned from the position of Chief Financial Officer w.e.f. 29^thFebruary, 2024 due to his personal reasons. Mr. Prayas Dubey, was appointed as Chief Financial Officer w.e.f. 01^st 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 28^th August, 2019 with effect from 31^st December, 2019 and his tenure to act as Independent Director is ending on 30^th 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 17^thJune, 2021 and the same were

approved by the shareholders at the AGM held on 14^th September, 2021. The terms of appointment of IDs include the remuneration payable to them by way of fees.

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 30^th March, 2024.

20.4. Board Meetings during the year

The Board of Directors met Six times in the Financial Year 2023-2024 i.e. 30^th May, 2023; 12^th July, 2023; 05^th August, 2023; 14^thNovember 2023; 13^thJanuary, 2024 and 01^st 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;

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

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;

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 âAnnexure-8â

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 armâs 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 31^stMarch, 2024.

26. INDIAN ACCOUNTING STANDARDS AND SECRETARIAL STANDARDS

26.1. Compliance with Indian Accounting Standards & IND AS applicability

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.

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 Companyâs 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

32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

33. BUSINESS RISKS MANAGEMENT

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 Companyâs operations in future.

35. GREEN INITIATIVE & SHAREHOLDERS INFORMATION

The Ministry of Corporate Affairs (MCA), Government of India has taken a âGreen Initiative in the Corporate Governanceâ 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, Directorâs 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 Companyâs 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/MI RSD_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 Companyâs designated Registrar & Share Transfer Agent (RTA) and / or to our Companyâs official.

36. APPRECIATION & ACKNOWLEDGEMENT

Your Directors appreciate the valuable co-operation extended by the Companyâs 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 of Directors Sd/- Sd/-

Place: New Delhi Kuldeep Kumar Dhar Madhu

Date: 22/08/2024 Managing Director Director

DIN 00299386 DIN 09065199

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

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 AuditorsÃ Report are self-explanatory. AuditorsÃ remarks at sub- para (f) of para 3 of the AuditorsÃ 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 CompanyÃs 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 IndiaÃs 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 AuditorsÃ 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 CompanyÃs 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

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

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