The Company currently has no business operations and the total income of the Company comprising other income was Rs. 10.10 Lakhs for the year ended March 31, 2024 as compared to Rs. 6.19 Lakhs in the previous year. The Profit of the Company for the year ended March 31, 2024 was Rs. 2.12 Lakhs as compared to loss of Rs. 0.52 Lakhs in the previous year.

The Company has made no transfers to reserves during the financial year 2023-24.

In view to conserve the resources for future needs, your Directors decided not to declare / recommend any dividend for the current financial year.

As per the provisions of Section 125(2) of the Companies Act, 2013 ("the Act"), there is no Unclaimed Dividend, and therefore no unclaimed dividend was required to be transferred to the Investor Education and Protection Fund ("IEPF") establised by the Ministry of Corporate Affairs ("MCA").

The Company has not accepted any deposit from public / shareholders in accordance with Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

During the year under review there are no changes in the Authorised Share Capital or the Issued, Subscribed and Paid-up Equity Share Capital of the Company.

The Company currently is not carrying any business and operations. The Company intended to enter into outdoor business activities but due to sluggish economic environment, it was not able to find any feasible opportunity.

Retirement by Rotation:

The Company has four (4) Directors out of which three (3) Directors are Independent Directors. In accordance with the provisions of Section 152 read with Section 149 of the Act and the pertinent provisions of the Articles of Association of the Company, Mrs. Rajni Gupta (DIN: 00321030) is the director liable to retire by rotation in the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Every Independent Director, at the first meeting of the Board after appointment and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, is required to provide a declaration that he / she meets the criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations"). In accordance with the above, each Independent Director has given a written declaration to the Company confirming that he / she meets the criteria of independence as provided under Section 149(6) of the Act and Regulations 16(1)(b) of the Listing Regulations, and that they have complied with the Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board, all the Independent Directors fulfill the criteria of independence as provided under the Act, rules made thereunder, read with the Listing Regulations and are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity.

10. ANNUAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE, OF ITS COMMITTEES AND INDIVIDUAL

DIRECTORS:

Pursuant to the provisions of Section 134 sub-section 3(p) read with Sub-Rule (4) of Rule 8 of the Companies (Accounts) Rules, 2014, Company should include in the report by its Board of Directors, annual performance evaluation is to be carried out of the Board and its Committees, Chairman of the meetings and Individual Directors.

The Nomination and Remuneration Committee of the Board of Directors ("NRC") has carried out annual performance evaluation of the Board, its Committees, Individual Directors, and Chairman of the meetings including the Independent Directors. A detailed discussion on the basis of level of attendance of Board / Committee meetings, effective discharge of functions and role of committees was made.

A report on the evaluation process and the results of the evaluation were presented to the Board. The Board uses the results of evaluation process to improve its effectiveness in the interest of the Company.

11. MEETINGS OF THE BOARD:

Note: Leave of absence was granted to the non-attending Director(s) on the request and noted in the Attendance Register as well as in the minutes of the meetings.

12. COMMITTEES OF THE BOARD:

The Company has in place an Audit Committee ("AC"), Nomination & Remuneration Committee ("NRC"), and Stakeholders Relationship Committee ("SRC"), which have been established in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. AUDIT COMMITTEE:

The Audit Committee of the Board ("AC") has been constituted by the Board to act as a link between the auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company's established systems and processes for internal financial controls, governance and reviewing the Company's statutory and internal audit activities. The Committee is governed by the regulatory requirements mandated by the Act. AC pursuant to Section 177(2) of the Act and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 consists of the following Members:

AC met four (4) times during the financial year 2023-24. The gap between two AC meetings did not exceed 120 days.

The Company Secretary acts as Secretary to the Committee.

All recommendations made by the Committee during the financial year were accepted by the Board.

II. NOMINATION AND REMUNERATION COMMITTEE:

The NRC has framed a policy on Directors' appointment, Key Managerial Personnel (KMP(s)) appointment and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and recommending to the Board a policy, relating to the remuneration for the Directors, KMPs and other employees. The Nomination and Remuneration Policy of the Company is uploaded on the Company's website at https://www.mornmedia.com/pdf/Nomination_and_Remuneration_Policy.pdf However, as at March 31, 2024, the Company does not have any business operations and therefore, does not have any employees except KMPs appointed pursuant to the provisions of the Act.

NRC pursuant to Section 178(1) of the Act and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 consists of the following members:

NRC met once (1) during the financial year 2023-24.

The Company Secretary acts as Secretary to the Committee.

All recommendations made by the Committee during the financial year were accepted by the Board.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee ("SRC") has been constituted by the Board for speedy disposal of grievances / complaints relating to stakeholders / investors.

SRC pursuant to Section 178 of the Act and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 consists of the following members:

SRC met four (4) times during the financial year 2023-24. The gap between two SRC meetings did not exceed 120 days.

The Company Secretary acts as Secretary to the Committee.

All recommendations made by the Committee during the financial year were accepted by the Board.

13. POLICY ON CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of the provisions of Section 135(1) of the Act. The Company is also not required to formulate a policy on Corporate Social Responsibility.

14. ESTABLISHMENT OF VIGIL / WHISTLE BLOWER MECHANISM:

The Company promotes ethical behavior in all its business activities and in line with the best practices for Corporate Governance. It has established a system through which directors & employees may report breach of code of conduct including code of conduct for insider trading, unethical business practices, illegality, fraud, corruption, leak of unpublished price sensitive information pertaining to the company etc. at work place without fear of reprisal. It also provides adequate safeguards against victimization of employees. In compliance with the provisions of Section 177 of the Act read with Rule 7 of Chapter XII of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a vigil / whistle-blower mechanism for the directors and employees and makes direct access to the chairman of the Audit Committee in appropriate or exceptional case.

The Vigil Mechanism / Whistle-blower Policy is available on the website of the Company at: https://www.mornmedia.com/pdf/MML_Vigil%20Mechanism_Whistle_Blower_Policy.pdf

During the financial year 2023-24, there was no complaint reported under this mechanism.

15. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

OF THE COMPANY:

The Company recognizes that the risk is the integral part of the business and is committed to managing the risk in a pro-active and efficient manner. The Company has adopted proper system of Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition.

There are no risks which in the opinion of the Board threatens the existence of the Company.

16. PERFORMANCE AND FINANCIAL POSITION OF EACH OF SUBSIDIARIES, ASSOCIATES AND JOINT

VENTURES:

The Company does not have any Subsidiary, Associate or Joint Venture.

17. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION:

The Board reports that no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year ending March 31, 2024 and the date of this Report, as Company does not have any business and operations.

18. RELATED PARTY CONTRACTS / ARRANGEMENTS:

There are no related party contracts / arrangements entered into by the Company. Since there are no related party transactions except by way of payment of remuneration to the Company Secretary and Compliance Officer of the Company, Form AOC-2 as prescribed pursuant to the provisions of Section 134 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company. The details of the transactions with related parties are provided in Note No. 16 to the Audited Balance Sheet.

19. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to the financial statements, which are commensurate to the size of the Company's operations. During the year, such controls were tested and no reportable material weakness in the process or operation was observed.

20. CEO/CFO CERTIFICATION:

The Chief Executive Officer / Chief Finance Officer have certified to the Board, inter-alia the accuracy of financial statements and adequacy of internal controls for the financial year ended March 31, 2024, as required under the provisions of Regulation 33(1)(e) read with Schedule IV of the Listing Regulations.

21. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS:

During the financial year under review, the Company has not advanced any loans or given guarantees or made investments within the purview of the provisions of Section 186 of the Act.

22. WEBLINK OF ANNUAL RETURN

A weblink of Annual Return for the financial year ended March 31, 2024, in Form MGT 7 as required under Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at the link https://www.mornmedia.com/FinancialReports.aspx

23. AUDITORS AND AUDITORS' REPORT: (a) Statutory Auditors & Audit Report:

In accordance with the provisions of Section 139 of the Act and other applicable provisions and rules made thereunder, M/s. P.L. Tandon & Co., Chartered Accountants, (FRN: 000186C), being eligible, were appointed as the Statutory Auditors of the Company for a second term of five consecutive years at the 39^th AGM held in the year 2022 and will continue to hold office for term of 5 (five) years till the conclusion of 44^th AGM to be held in the year 2027.

There is no qualification, reservation or adverse remark or disclaimer made in the Auditor's Report, needing explanations or comments by the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the year under review against the Company by its officers or employees as specified under Section 143(12) of the Act.

(b) Secretarial Audit & Secretarial Audit Report:

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Adesh Tandon & Associates, Practicing Company Secretaries (Membership No. F2253 and CP No. 1121), Kanpur to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report in Form No. MR-3 for the financial year March 31, 2024 is set out in Annexure I to the Board's Report. There is no qualification, reservation or adverse remark or disclaimer made in the Secretarial Audit Report, needing explanations or comments by the Board.

24. OTHER DISCLOSURES:

Following other disclosures are made:

25. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the requirements of Sections 134(3)(c) and 134(5) of the Act, the Directors hereby confirm that:

26. CORPORATE GOVERNANCE:

The Corporate Governance Report of the Company for the financial year under review pursuant to the provisions of the Listing Regulations is not required to be submitted by the Company as the paid-up share capital and net worth of the Company is less than the prescribed threshold. However, in line with the best practices for corporate governance, the Company files a letter with the Metropolitan Stock Exchange of India Limited ("MSEI") regarding the non-applicability of the requirement to submit the Corporate Governance Report- https://www.mornmedia.com/pdf/CGR_31032023.pdf

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Company currently is not carrying any business and operations. The Company intended to enter into outdoor business activities but due to sluggish economic environment, it was not able to find any feasible opportunity. The Company may find feasible opportunity to enter into outdoor media business in future for the growth of the Company in long run.

As the Company is not carrying on any business activities, therefore it does not perceive any threats presently. As the Company does not have any business operations segment wise reporting is not applicable to the Company.

However, the Company has adequate internal control systems commensurate to the size of the Company and to ensure that the assets are safeguarded and all transactions are authorized, recorded and correctly reported.

The Company also does not have any employees except the KMPs which are appointed pursuant to the provisions of Section 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. FAMILIARIZATION PROGRAMME FOR DIRECTORS:

Upon appointment of a new Independent Director, the Company issues a formal letter of appointment which inter-alia sets out in detail, the terms and conditions of appointment, their duties, responsibilities and expected time commitments, amongst others. The terms and conditions of their appointment are disclosed on the website of the Company.

The Board members are provided with the necessary documents, presentation, reports and policies to enable them to familiarize with the Company's procedures and practices. Updates on relevant statutory changes and important laws are also given in the meetings of the Company.

During the financial year 2023-24, familiarization program for directors to give an overview of and update on the roles, functions and duties of Independent Directors, important legislative changes in the Act and Listing Regulations and corporate governance and risk management. The details of familiarization program for Directors are posted on the Company's website at https://www.mornmedia.com/Reports.aspx?CID=16

29. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year under review, the Company has complied with the Secretarial Standard-1 (Secretarial Standard on Meetings of the Board of Directors) and Secretarial Standard-2 (Secretarial Standard on General Meetings), to the extent applicable, issued by the Institute of Company Secretaries of India.

30. LISTING OF THE SHARES OF THE COMPANY AT METROPOLITAN STOCK EXCHANGE OF INDIA LIMITED:

Since the regional stock exchanges DSE Limited and UP Stock Exchange were de-recognized, the Company got its shares listed with Metropolitan Stock Exchange of India Limited on December 07, 2015.

31. ANNUAL LISTING FEES:

The Company has paid the Annual Listing fees for the financial year 2023-24 to the Metropolitan Stock Exchange of India Limited. The ISIN Number (or demat number) of Morn Media Limited on both NSDL and CDSL is: INE343T01016.

32. SHARE TRANSFER AGENT:

The Company has appointed Alankit Assignments Limited, New Delhi as the Share Transfer Agent whose address is given below:

Alankit Assignments Limited

Registered Office: 205-208, Anarkali Complex Jhandewalan Extension, New Delhi- 110055

33. PARTICULARS OF EMPLOYEES:

Reports under Section 197 of the Act read with Companies (Appointment and Remuneration) Rules, 2014 are not applicable as Company has no employees receiving remuneration as per the threshold limit prescribed and also no remuneration or sitting fees are paid to any of the Directors of the Company.

34. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, read with rules made thereunder, the Company has framed Prevention of Sexual Harassment Policy for prevention of employees against sexual harassment. The Company has constituted the Internal Complaints Committee in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, which is responsible for redressal of Complaints related to sexual harassment.

The following is a summary of sexual harassment complaints received and disposed-off during the year under review:

- No of complaints received: Nil - No of complaints disposed of: Nil

35. PARTICULARS FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy:

The Company has no operations; however, steps are continually taken to conserve energy in all possible ways.

Disclosure of Particulars with respect to conservation of energy in Form A to the Rules is not applicable as Company has no business.

b) Technology Absorption:

Since the Company is not involved in any business activity, therefore the provisions relating to technology absorption are not applicable.

c) Foreign Exchange Earnings and Outgo:

36. ORDERS PASSED BY REGULATOR OR COURTS OR TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

37. ACKNOWLEDGEMENT: