Morgan Ventures Limited
Report on the Audit of the IndAS Standalone Financial Statements Opinion
We have audited the accompanying Ind AS Financial Statements of M/s Morgan Ventures Limited(“the Company”), which comprise the Balance Sheet as at 31st March 2025, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (herein after referred to as “the Financial Statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2025; and profits and other comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards on Auditing (Sas) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
1. We draw attention to Note 48 of the accompanying financial statements, which involves legal matter on land held as Fixed Assets by the Company. As disclosed in the note, the Maharashtra Industrial Development Corporation (MIDC), a Government of Maharashtra Undertaking, has issued a notice dated August 31,2024, revoking the lease rights originally granted under a lease agreement dated July 15, 1980. The said notice pertains to land plots E-18, E-19, E-29, and E-30 located in the Chikalthana Industrial Area, Maharashtra, aggregating to approximately 76,483 square meters.
The Company has filed a writ petition before the Hon'ble Bombay High Court, Aurangabad Bench, challenging the said revocation and seeking to restrain MIDC from taking physical possession. The Court has, as of the date of this report, permitted MIDC to take only symbolic possession of the said plots, with physical possession remaining with the Company until the final order is passed.
The said land is recorded in the Company's books as Fixed Assets and valued at ?20.02 crore as at the balance sheet date. Management has represented that, in their view, the carrying value of the land does not require any adjustment at this stage, based on the interim relief granted by the Court. However, the ultimate outcome of the matter is presently uncertain and dependent on the final adjudication by the Court. Based on legal assessment, the management is confident of favourable outcome of aforesaid matter and accordingly no adjustments have been made to the accompanying standalone financial results.
2. We draw attention to Note 30 of the financial statements, which describes that the Company has entered into a transaction involving a business advance with a related party which had already been fully repaid by the Company in the financial year, being an entity under significant influence of a Key Managerial Personnel, which exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statements. As per Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, such a transaction is considered material and required prior approval of the shareholders through a resolution and no such approval had been obtained by the company as of the financial year.
3. We draw attention to Note 49 to the financial statements, which describes that the Company, being a Non-Banking Financial Company (NBFC) and listed entity, has amended its Main Object Clause in the Memorandum of Association to include two new objectives relating to manufacturing activities. This change was approved by the Board of Directors at their meeting held on August 22, 2024, by the members of the Company through a Special Resolution passed at the 37th Annual General Meeting held on September 20, 2024, and subsequently registered by the Registrar of Companies through a Certificate of Registration of the Special Resolution dated October 25, 2024. Management is of the view that as company has not started any business activity from new object and hence RBI approval is not required.
4. We draw attention to Note 22 of the financial statements, which describes the change in classification of certain inventory to leasehold land under fixed assets by the Company during the year. This reclassification has been made to more appropriately reflect the nature and intended use of the assets in accordance with applicable accounting standards. Our opinion is not modified in respect of this matter.
Our opinion is not modified in respect of these matters.
Key Audit Matters
We have determined that the matter described below to be the key audit matter to be communicated in our audit report. Fair Valuation of Investments
As at March 31, 2025, the company has investments of Equity Instruments & Alternate Investment Fund amounting to Rs. 254,48,44.91/-thousand and at Cost Price (Rs. 198,55,23.32/-) thousand which are measured at Fair value as per Ind AS 109 read with Ind AS 113.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. The other information comprises of the information included in the Board's Report but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibility of Management for Financial Statements
The Company's Board of Directors is responsible for the matters in SecDon 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position and financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operaDng effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to the financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Financial Statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.
e) On the basis of written representations received from the directors as on March 31, 2025, taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2025, from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B” to the report.
g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position except one mentioned in emphasis of matter;
ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii. There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund.
iv. The Management has represented that, to the best of it's knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
v. The Management has represented, that, to the best of it's knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
vi. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under clause (iv) and (v) contain any material mis-statement.
vii. The Company has not paid any dividend, during the year or for the previous year in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment
of dividend.
viii. With respect to the matter to be included in the Auditor's Report under Section 197(16)
of the Act: In our opinion and according to the information and explanations given to us, no remuneration paid by the Company to its directors. During the current year provisions of Section 197 of the Act not applicable to the company. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are to be commented upon.
ix. Based on our examination which included test checks, the company has used accounting software for maintaining its books of account, which have a feature of audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software.
Further, for the periods where audit trail (edit log) facility was enabled and operated throughout the year for the respective software, we did not come across any instance of the audit trail feature being tampered with.
3. As required by Master Direction - Non-Banking Financial Companies Auditor's Report (Reserve Bank) Directions, 2016 dated September 29, 2016 issued by RBI, we report that:
i. The company has obtained a Certificate of Registration (COR) from the bank to carry on the business of of non-banking financial institution as defined in section 45-I(a) of the RBI Act and meeting the Principal Business Criteria (Financial asset/income pattern) as laid down vide the Bank's press release dated April 08, 1999, and directions issued by DNBR.
ii. The company is eligible to continue to hold such CoR as on 31.03.2025.
iii. Based on our examination the company is meeting the required net owned fund requirement as laid down in Master Direction - Non-Banking Financial Company - Non- Systemically & Systemically Important Non- Deposit taking company (Reserve Bank) Directions, 2016.
iv. The Board of Directors has passed a resolution dt. 29.05.2024 for non- acceptance of any public deposits as defined in Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.
v. Based on our examination the company has not accepted/ holding public deposits during the financial year ended 31.03.2025.
vi. In our opinion the company has complied with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it in terms of Non-Banking Financial Company - Non-Systemically & Systemically Important Non- Deposit taking company (Reserve Bank) Directions, 2016
For D H A & CO Firm Reg. No. 025446N Chartered Accountants
Sd/-
FCA Mohan Kumar
Partner
M. No.: 530106
UDIN: 25530106BMKYIG8665
Place: New Delhi
Date: 26/05/2025
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