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Moryo Industries Ltd.

BSE: 513305 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE346M01022
BSE 05:30 | 01 Jan Moryo Industries Ltd
NSE 05:30 | 01 Jan Moryo Industries Ltd

Moryo Industries Ltd. (MORYOINDUSTRIES) - Director Report

Company director report

TO

THE MEMBERS OF MORYO INDUSTRIES LIMITED

Your Directors have pleasures in submitting their 29th Annual report of the companyalong with the Audited Financial Statements for the year ended 31st March 2017.

FINANCIAL RESULTS:

Particulars 2016-17 2015-16
(Rs. In Lacs) (Rs. In Lacs)
Revenue from sale of Commodity 642.77 649.19
Revenue from interest income 90.74 129.71
Total Operation Revenue 733.51 778.89
Revenue from other income - 0.41
Total revenue 733.51 779.30
Profit before depreciation & tax 8.77 (23.83)
Depreciation 0.42 0.23
Interest - -
Profit after Depreciation & Interest 8.35 (24.11)
Provision for Taxation - 0.00
Provision for Tax (deferred) 23.01 0.00
Tax Adjustment for earlier years - -
Profit after Tax (14.66) (24.11)
Net profit/ (Loss) (14.66) (24.11)
EPS (0.09) (0.15)

PERFORMANCE REVIEW:

During the year under review your Company has achieved total revenue of Rs. 733.51 Lacsas against Rs. 779.30 in the previous year. The main reasons for the same are that thecompany has not traded into shares during the year under review due to poor marketperformance and the interest income also get diluted.

The Profit/(Loss) before tax amounted to Rs. 8.35 lacs during the year as compared toprevious year amounted to Rs. (24.11). However during the year under review your companyhas managed to minimise its losses as compared to previous year. The management of theCompany is very optimistic with regards to the performance of the Company in future andthey taking every suitable or necesasary step required for the profitable future of theCompany and its members.

DIVIDEND:

In view of losses during the year your Directors have not recommended any dividend onEquity Shares for the year under review.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review Company in compliance with the provisions of sections196 197 198 203 and other applicable provisions of the Companies Act 2013 the Board ofDirectors appointed Mr. Prasad Budhkar as the Whole Time Director of the Company w.e.f.26/07/2016.

During the year under review Mrs. Deepti Lalwani Director of the company resignedfrom their directorship office w.e.f 11th January 2017 due to their preoccupation elsewhere. The Board of Directors of the Company appreciates the Contributionmade by them during theirassociation with the company.

On the recommendation of the Nomination & Remuneration Committee the Board inductedMrs. Dimpal Vakil was as Non Exective Director w.e.f 11th January 2017 and Mr.Sunil Pal wasappointed as an Additional Director under Non - Executive Director w.e.f 01stJuly 2017.

Pursuant to section 203(1) of the Companies Act 2013 the Board has apponited MrShyamsingh Rajmani Singh as a Director and Chief Financial Officer of the Company w.e.f.01/07/2017 under Key Managerial Personnel Category upon recommendation made by Nomination& Remuneration Committee and Audit Committee.

As required under Regulation 30 of SEBI (Listing Obligations & DisclosureRequirement) Regulations 2015 with the stock exchanges the information on theparticulars of directors proposed for appointment/re-appointment has been given in thenotice of annual general meeting.

DEPOSITS:

During the year Company has not invited/accepted any deposits from the public underthe Companies Act 2013. PARTICULARS OF LOANS GUARANTESS AND INVESTMENTS:

Detailsof investments covered under Section 186 of the Companies Act 2013 ("theAct") will be produced for verification to the members at the Registered office ofthe company on their request.

DIRECTORS' RESPONSIBILTY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:

a) In the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the State ofaffairs of the corporation as at the end of March 31 2017 and of the profit of theCompany for the year ended on that date.

c) Proper and sufficient care to the best of their knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

d) The Annual Accounts of the Company have been prepared on the ongoing concern basis.

e) That they have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.

f) That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.

SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company neither has any Subsidiary Company nor any Associate Company.

TRANSFER TO INVESTOR'S EDUCATION AND PROTECTION FUND:

During the year under review the Company was not required to transfer any amount inthe Investor's Education and Protection Fund.

DECLERATION OF INDEPENDENT DIRECTORS':

The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 as well as under SEBI (LODR) Regulations 2015 and the Board is alsoof the opinion that the Independent Directors fulfill all the conditions specified in theCompanies Act 2013 making them eligible to act as Independent Directors.

POLICIES ON DIRECTORS' APPOINTMENT & REMUNERATION

The company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. The policy is available on the website of the company vizwww.moryoindustries.comor

EVALUATION OF BOARD OF DIRETORS':

Pursuant to the provisions of the Act and Schedule V of SEBI (Listing Obligation &Disclosure Requirement) regulations 2015 the Nomination and Remuneration Committee ofthe Board carried out the annual evaluation of the performance of the Board as a wholethe Directors individually as well as of various Committees of the Board. The performanceevaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Chairman and non independent Directors was also carried outby the Independent Directors at their seperate meeting. The Directors expressed theirsatisfaction with the evaluation process.

STATUTORY AUDITORS':

At the Twenty-sixth (26th) Annual General Meeting held on 30th September 2014 theMembers had appointed M/s. R. Soni & Co. [Firm Registration No. 130349W] CharteredAccountants by way of ordinary resolution under section 139 of the Companies Act 2013to hold office from the conclusion of Twenty-sixth (26th) Annual General Meeting until theconclusion of the Thirty-first (31st) Annual General Meeting of the Company subject toratification of the appointment by the members of the Company at every Annual GeneralMeeting as per the provisions of the Companies Act 2013.

Based on the recommendation of the Audit Committee the Board of Directors at theirmeeting held on August 19 2017 recommended the ratification of appointment of M/s. R.Soni & Co. Chartered Accountants as Statutory Auditors of the Company and that thenecessary resolution in this respect is being included in the notice of the 29th AnnualGeneral Meeting for the approval of the Members of the Company. The Company has receivedconsent from Auditors and confirmation to the effect that they are not disqualified to beappointed as Statutory Auditors of the Company in terms of the provisions of CompaniesAct 2013 and Rules framed thereunder.

AUDITORS' REPORT:

Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section 134(1) of the Companies Act 2013.

SECRETARIAL AUDIT:

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mrs. Sonal Oza Company Secretary in Practice to conduct the Secretarial Auditfor the financial year 2016-17. The Secretarial Audit Report as received from Mrs. SonalOza is appended to this Report as Annexure I.

COMMENTS/EXPLANATIONS/REMARKS/OBSERVATIONS/QULIFICATION MADE BY SECRETARIAL AUDITORS:

Mrs Sonal Oza Company Secretary in Practice appointed for Secretarial Audit of yourCompany in her Secretarial Audit Report for financial year 2016-17 have drawn theattention of the management on some the non-compliances which have been marked asqualification in her report. In connection with the same management herewith give theexplanation for the same as follows:

• As pointed out by the Secretarial Auditor the company has not applied to theSales Tax Department for obtaining valid profession tax number. The company ensures toregister itself with Maharashtra State Tax on Professions Trades callings andEmployments Tax Act 1975 under Sales Tax Authorities and will comply with the same infuture.

• It is matter of fact that the Company has been suspended on BSE for trading andcompany along with group signifies as a "Moryo Group" vide SEBI Interim orderdated 04 th December 2014 has been debarred from entering in share market tillfurther order. The Company had already made application for revocation to BSE and thematter is pending with them the company is taking every afforts revoke the suspension.

• As far as utilistion of allotment money is concerned the company has raisedfund to fulfill the additional fund requirements for capital expenditure includingacquisition of companies / funding long term working capital requirements marketingsetting up offices abroad and for other approved corporate purposes which includes givingof loans and advances. The main object of the company at the time of raising of funds wasfinance and investment only and even if the same was not specifically mentioned thecompany can use the money so raised for its main object.

• As far as compliance of Section 203 of the Companies Act 2013 is concerned TheCompany has not appointed Whole Time Chief Financial Officer please note the Company hasappointed Mr. Shyamsingh Rajmani Singh as the Chief Financial Officer of the Company from1st of July 2017.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Director.

It monitors and evaluates the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company. Based on the report of internal audit function process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and recommendations along with corrective actions thereonare presented to the Audit Committee of the Board.

BOARD MEETINGS:

The Company holds at least four Board meetings in a year one in each quarterinter-alia to review the financial results of the Company. The Company also holdsadditional Board Meetings to address its specific requirements as and when required. Thedecisions and urgent matters approved by way of circular resolutions if any are placedand noted at the subsequent Board meeting.

During the financial year 2016-17 Eight (8) Board Meetings were convened and held. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and the SEBI (LODR) Regulations 2015. For details of the meetings of the boardalong with the attendance of the respective Directors please refer to the CorporateGovernance Report forming part of this Annual Report.

BOARD COMMITTEES:

The Company has a duly constituted Audit Committee as per the provisions of Section 177of Companies Act 2013 and regulation 18 of SEBI (Listing Obligation & Disclosure)Requirement Regulations 2015 with the stock exchanges. The Board of Directors hasconstituted two other committees namely - Nomination and Remuneration Committee andStakeholders' Relationship Committee which enables the Board to deal with specific areas/ activities that need a closer review and to have an appropriate structure to assist inthe discharge of their responsibilities.

The details of the composition of the Audit Committee along with that of the otherBoard committees and their respective terms of reference are included in the CorporateGovernance Report forming part of this Annual Report.

The Audit Committee and other Board Committees meet at regular intervals and ensure toperform the duties and functions as entrusted upon them by the Board.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as Annexure II.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014the extract of theAnnual Return as at March 31 2016 in the prescribed form MGT 9 forms part of thisreport and is annexed as Annexure III.

POSTAL BALLOT:

During the year your Company had passed the following Special Resolutionsthrough PostalBallot/ e- voting on Wednesday 22nd February 2017 u/s 110 of the CompaniesAct 2013 read with rule 22 of the Companies (Management & Administration) Rules2014;

• To make investments give loans gurantees and provide securities exceeding theprescribed limit u/s 186 of the Companies Act 2013 and upto Rs. 100 Crores.

• To creation of security under section 180 (1) (a) of the Companies Act 2013 inconnection with the borrowings of the Company upto Rs. 50 Crores.

The Members of the Company had approved the above same by casting their vote throughpostal ballot and company declared the results of postal ballot in its duly conveyed boardmeeting held on 22nd February 2017.

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONEENL) RULES 2014

Ratio of remuneration of each director to the median remuneration of the employees ofthe company for the year 20162017

Name & Designation Remuneration Received (In Rs. Lakh) Ratio to median remuneration
Mr. Prasad Raghunath Budhakar - ED 195000 3
Mrs. Pallavi Hiresh Girkar - NEID 171000 2.63
*Mrs. Dimpal Vakil- NEID - NA
**Mrs. Deepti Lalwani - NEID - NA
#Mr. Ajay Kumar Pal- CS 199835 3.07

Note: *Appointed w.e.f 11/01/2017

** Resigned w.e.f 11/01/2017 #Appointed w.e.f 26/07/2017

• All appointments are / were non-contractual.

• Remuneration as shown above comprises of Salary Leave Salary Bonus LeaveTravel Assistance Medical Benefit House Rent Allowance Perquisites and Remuneration onCash basis

• The median remuneration of employees of the Company during the financial yearwas Rs. 0.65 lakh

• There were 10 employees on the rolls of Company as on March 31 2017.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per SEBI (Listing Obligation & Disclosure Requirement) Regulations 2015 aseparate section titled 'Report on Corporate Governance' and 'Management Discussion andAnalysis' forms part of this Annual Report. The Report on Corporate Governance alsoincludes certain disclosures that are required as per Companies Act 2013.

Auditors' Certificate confirming compliance with the conditions of Corporate Governanceas stipulated under regulations of SEBI (Listing Obligation & Disclosure Requirement)Regulations 2015 also forms part of this Annual Report.

SHARE CAPITAL

During the year under review the Company neither increased nor decreased its Equity.

RISK MANAGEMENT POLICY:

Your Company has formulated and adopted a Risk Management Policy which covers aformalized Risk Management Structure along with other aspects of Risk Management i.e.Credit Risk Management Operational Risk Management Market Risk Management and EnterpriseRisk Management. The Risk Management Committee of the Board on periodic basis overseesthe risk management systems processes and minimization procedures of the Company.

HUMAN RESOURCES:

Your Company believes that its employees are one of the most valuable assets of theCompany. During the year under review the Company organized various training programs atall level to increase the skill of the employees. The employees are deeply committed tothe growth of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 andRegulation 22 of SEBI (Listing Obligation & Disclosure Requirement) Regulations 2015the Company has adopted a Whistle Blower Policy which provides for a vigil mechanism thatencourages and supports its Directors and employees to report instances of unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. It also provides for adequate safeguards against victimization of personswho use this mechanism and direct access to the Chairman of the Audit Committee inexceptional cases. The details of the same are provided in Corporate Governance Reportforming part of this Annual Report. The policy is available on the website of the companywww.moryoindustries.com

During the financial year 2016-17 no cases under this mechanism were reported in theCompany.

POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:

The Company has in place a Policy on Prevention Prohibition &Redressal of SexualHarassment of Women at Workplace. The primary objective of the said Policy is to protectthe women employees from sexual harassment at the place of work and also provides forpunishment in case of false and malicious representations. The policy is available on thewebsite of the company www.moryoindustries.com or

During the financial year 2016-17 no cases in the nature of sexual harassment werereported at any workplace of the company.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The directors will be introduced to all the Board members and the senior managementpersonnel such as Chief Financial Officer Company Secretary and Various Department headsindividually to know their roles in the organization and to understand the informationwhich they may seek from them while performing their duties as a Director.

INDUSTRIAL RELATIONS:

During the year under review your company enjoyed cordial relationships with workersand employees at all the levels. LISTING OF SHARES:

The shares of the Company are listed on BSE. However the SEBI has suspended the tradingin the shares of the Company vide its ex-parte interim order dated 4th December 2014.

The Company has paid the listing fees as payable to the BSE Ltd for the financial year2017-18 on time.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO:

The Company does not fall under any of the Industries covered by the Companies(Accounts) Rules 2014. Hence the requirements of Disclosure in relations to theconservation of energy technology absorption and foreign exchange earnings and outgo arenot applicable to it.

Particulars 2016-17 2015-16
Conservation of Energy NIL NIL
Technology Absorption NIL NIL
Foreign Exchange Earnings & Outgo NIL NIL

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required underSEBI (Listing Obligation & Disclosure Requirement) Regulations 2015 and ChiefExecutive Officer declaration about the Code of Conduct is Annexed to this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are not significant and material orders passed by the regulators or courts ortribunals that would impact on going concern of the Company and its future operationsduring the Financial Year 2016-17.

APPRECIATION &ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude to the Company's CustomersBankers and others for their continued support and faith reposed in the Company. The Boardalso places on record its deep appreciation for the dedication and commitment of theemployees at all levels. The Directors would also like to thank BSE Ltd. NationalSecurities Depository Limited Central Depository Services (India) Limited our RTA M/s.Purva Share Registry (India) Pvt Ltd for their co-operation.

BY ORDER OF THE BOARD
For Moryo Industries Limited
Sd/- Sd/-
Prasad Budhakar Pallavi Girkar
(Whole Time Director) (Director)
DIN:07456374 DIN: 07456394
Date: 19/08/2017
Place: Mumbai