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Moryo Industries Ltd.

BSE: 513305 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE346M01022
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NSE 05:30 | 01 Jan Moryo Industries Ltd
OPEN 118.00
PREVIOUS CLOSE 118.00
VOLUME 2
52-Week high 173.70
52-Week low 118.00
P/E 513.04
Mkt Cap.(Rs cr) 195
Buy Price 0.00
Buy Qty 0.00
Sell Price 118.00
Sell Qty 30.00
OPEN 118.00
CLOSE 118.00
VOLUME 2
52-Week high 173.70
52-Week low 118.00
P/E 513.04
Mkt Cap.(Rs cr) 195
Buy Price 0.00
Buy Qty 0.00
Sell Price 118.00
Sell Qty 30.00

Moryo Industries Ltd. (MORYOINDUSTRIES) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 27th Annual Report together with the AuditedStatement of Accounts for the year ended 31st March 2015. The Management Discussion &Analysis is also incorporated into this Report.

Financial results

Summary of the Company's financial performance for F.Y. 2014- 2015 as compared to theprevious financial year is given below:

(Figures in Lacs)

Particulars F.Y. 2014-2015 F.Y. 2013 -2014
Revenue from Share Trading and Finance 228.51 1128.00
Revenue from Textile Business 234.56 -
Total Operating Revenue 463.07 1128.00
Total Expenses Ecld. Dep & Interest 556.64 1138.38
Profit before Dep. & Int. (93.57) (10.38)
Depreciation 0.08 0.05
Interest - -
Profit after Depreciation & Interest (93.65) (10.44)
Provision for Taxation 0.00 0.00
Provison for Tax (deferred) 31.82 3.85
Profit after Tax (61.82) (14.29)
Balance carried to Balance Sheet (61.82) (14.29)
EPS (0.37) (0.09)

Highlights

The year under review has been very crucial for the Company. The Company has facedtough time to survive in Capital Market. As the Capital Market has failed to perform wellunder year review which affected the figures of the Company adversely. It can be clearlyseen from the financial figures that as compared to previous year revenue from FinanceSegment have been fallen down by 80%. During the year under review Company hasdiversified its business into new line i.e. Dealers of Textile. This move has beenundertaken with the view that Company cannot do business of Finance without holding validCertificate from Reserve Bank. It was suggestible for the Company to diversify itsbusiness and company did so. Since it was first year for the Company in the Business ofTextile Company still manages to generate more than 50% of its total revenue from textilebusiness. In spite of this company has occurred the Net loss of Rs. (61.82) Lacs againstthe Net loss of Rs. (14.29) Lacs in the previous year. This was mainly because of thedrooping market condition during the year.

The management of the Company hereby is very optimistic regarding performance of theCompany in future and is taking every necessary step required for the profitable future ofthe company and its shareholders.

Dividend

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

Board of directors & key managerial personnel

During the year under review Company In compliance with the provisions of sections196197198 and 203 and any other applicable provisions of the Companies Act 2013 theBoard of Directors appointed Mr. Kishor Shashikant Khandagale as the Managing Director ofthe Company w.e.f 3rd December 2014. The Appointment of Mr. Kishor Khandagale is proposedin this notice to the members for their approval.

During the year under review Mr. Manoharlal Saraf and Mrs. Geeta Saraf resigned fromthe directorship of the company due to their pre- occupation w.e.f 14th October 2014. Theboard is thankful for their contribution to the management of the company.

In compliance with the provisions of section 203 of the Companies Act 2013 the Boardappointed Mr. Kekin Manilal Furiya as the Managing Director of the company w.e.f 14thOctober 2014 but due to his pre-occupation elsewhere he was not able to devote time tothe affairs of the company and resigned from the post of Managing Director of the companyw.e.f 3rd December 2014.

Ms. Nidhi Parekh Director and CFO of the Company also resigned from the post ofDirectorship and CFO of the company w.e.f 28th May 2015.

Mr. Kishor Khandagale Managing Director though appointed as the Managing Director ofthe company for the fixed term of five years with effect from 3rd December 2014 willretire by rotation as a Director to enable compliance by the Company with the provisionsof section 152 of the Act and being eligible has offered himself for re-appointment atthe 27th Annual General Meeting.

As on 31st March 2015 the Board of Directors of the company comprise of threeDirectors one of whom is a Managing Director. The remaining two are Non - Executive &Independent Directors.

As required under clause 49 of the listing agreement with the stock exchanges theinformation on the particulars of Directors proposed for appointment/re-appointment hasbeen given in the notice of annual general meeting.

Deposits

Your Company has not accepted any deposits within the meaning of Section 73 (1) of theCompanies Act 2013.

Directors* responsibility statement

In accordance with the provisions of Section 134 (3) (c) of the Companies Act 2013and based on the information provided by management your Directors' state that:

a) In the preparation of the annual accounts for the financial year ended 31st March2015 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 2015 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.

Declaration of independence by directors

The Independent Non-executive Directors of the Company viz. Mr. Shashikumar Jatwal andMs. Deepti Lalwani have affirmed that they continue to meet all the requirements specifiedunder Clause 49(I)(A)(iii) of the listing agreement in respect of their position as an"Independent Director” of Moryo Industries Limited.

Evaluation of board of directors

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement theNomination and Remuneration Committee of the Board carried out the annual evaluation ofthe performance of the Board as a whole the Directors individually as well as of variousCommittees of the Board. The performance evaluation of the Independent Directors wascarried out by the Nomination and Remuneration Committee and noted in turn by the Board.

Shiftng of registered office

The Registered Office of the company shifted twice during the year 2014-2015. Theregistered office of the company shifted from C-2/104 Eksar Road Yogi Nagar Borivali(West) Mumbai- 400091 to Shop No. 2 Near Samudra Country bar Menezes Wadi PrabhatColony Road Santacruz (East) Mumbai- 400055 w.e.f 14th October 2014 but due to lack ofbetter infrastructure and to avail better facilities and good ambiance the registeredoffice of the company shifted from Shop No. 2 Near Samudra Country bar Menezes WadiPrabhat Colony Road Santacruz (East) Mumbai- 400055 to Shop No. 52/A 1st Floor OmHeera Panna Premises Co. op Soc. Ltd Behind Oshiwara Police Station Andheri (West)Mumbai- 400053 w.e.f Mach 4 2015.

Suspension of trading

The Securities and Exchange Board of India vide its ex-parte interim order dated 4thDecember 2014 debarred the company and its Director from accessing the Capital Markettill further order received pursuant to detection of huge rise in the price of theCompany's Shares and also suspended the trading in the shares of the Company. Themanagement of the Company is of the view that the order passed by SEBI was ex-parteruthless and baseless against the fundamental right of being heard and snatched the freeand easy exit point available to the members of the Company.

The management of the Company thinks that the SEBI cannot debar Company and itsDirector from accessing Capital Market just only because of insignificant rise in shareprice of the Company. The price of the shares is market driven and depends on thesentiments of the shareholders of the company. The company has nothing to do with this norcan control the same. However the Company in the interest of its member has already filedits reply to SEBI for revocation of suspension.

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 13 2015 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 27th 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 M/s. P.D. Pandya & Associates Company Secretary in Practice to conduct theSecretarial Audit for the financial year 2014-15. The Secretarial Audit Report as receivedfrom M/s. P.D. Pandya & Associates is appended to this Report as Annexure I.

Comments on auditors* report

There are no qualifications reservations adverse remarks or disclaimers made by M/s.R. Soni & Co. Statutory Auditors in their Audit Report.

M/s. P.D. Pandya and Associates Company Secretary in Practice in his SecretarialAudit Report for financial year 2014-15 have drawn the attention of the management on somenon-compliance which have been marked as qualification in his report. In connection withthe same management herewith give the explanation for the same as follow:

While looking at functional structure and level at which Company operates as comparedits other peer group Companies the size of the Company seems very small. However Companyhas adopted Risk Management Policy and its framework enables Company to cope up withunforeseeable threats risks and frauds. The management thinks that Company has adequateInternal Control System commensurate with the size of the Company. At the same timeManagement also ensures to strengthen the Internal Control System of the Company and thecompany has appointed M/s. M.K. Gohel & Associates as the Internal Auditor forconducting periodic internal audit in compliance of Section 138 of Companies Act 2013.

Mr. Kekin Manilal Furiya was appointed as the Managing Director of the company w.e.f14th October 2014. The Company filed other required Form i.e. Form DIR-12 and MGT-14 ontime however Form MR.1 was not filed which should be filed within 60 days from the dateof his appointment i.e. by 13th December 2014 but Mr. Kekin Furiya resigned from the postof Managing Director of the Company w.e.f 3rd December 2014 within 60 days of hisappointment and Company had filed DIR-12 for his resignation which dispensed therequirement of filing of form MR-1.

The Company also appointed Mr. Kishor Khandagale as the Managing Director of thecompany in place of Mr. Kekin Furiya w.e.f 3rd December 2014 and failed to file Form MR-1due to over sight. The management ensures that the form will be filed to Registrar Mumbaiwith penalty.

The Company is looking for and tried to appoint the Company Secretary but did notfound the desired candidate as per company's requirement. However the management is ofview that though the Company does not have any Company Secretary on role of the Company ason date the Company is highly Compliance Company and always believe in high CorporateGovernance the Company is regular in making all required notices disclosuresannouncements Compliances filing with the Exchanges ROC Income Tax and other concernedAuthorities. The Company for that purpose out sourced the Secretarial work to theProfessional Company Secretaries Firm. However Company is still looking for the CompanySecretary who can easily cope up with Company's requirements. The Management ensures thatthe same has been complied as soon as possible.

Every listed company shall file a return in the prescribed form with the Registrar withrespect to change in the number of shares held by promoters and top ten shareholders ofsuch company within fifteen days of such change in FORM MGT 10 as per section 93 of thecompanies act 2013 and pursuant to rule 13 of the Companies (Management andAdministration) Rules 2014 but company did not file Form MGT-10 during the year 2014-15as the relevant data for the same has not been received from RTA of the Company. After thesaid observation of Auditor Company had word with the RTA on the same and Company willfile Form MGT-10 for all future changes in shareholding held by promoters and top tenshareholders.

It's a matter of fact that the SEBI vide its Ex-parte interim order dated 4th December2014 debarred the Company its Directors and other suspected entity from accessing theCapital Market till further orders and also suspended the trading in the shares of theCompany on BSE. The SEBI had passed said order upon detection of for its huge rise intraded volume and price of share during 15th Jan-2013 to 31st Aug-2014 and found thecompany responsible for that. The SEBI passed said order to protect the interests of theinvestors however by suspending the trading SEBI has snatched the easy entry exitplatform available to the members and public. The price of the shares is market driven anddepends on the sentiments of the shareholders of the company. The company has nothing todo with this nor can control the same. However the Company in the interest of its memberhas already filed its reply to SEBI for revocation of suspension.

Related party transactions & policy

There were no materially significant related party transactions i.e. transactions ofmaterial nature with its promoters directors or senior management or their relativesetc. that may have potential conflict with the interest of company at large. Transactionsentered if any with related parties as defined under the Companies Act 2013 and Clause49 of the Listing Agreement during the financial year 2014-15 were mainly in the ordinarycourse of business and on an arm's length basis.

Prior approval of the Audit Committee is obtained by the Company before entering intoany related party transaction as per the applicable provisions of Companies Act 2013 andClause 49 of the Listing Agreement. As per the provisions of Section 188 of the CompaniesAct 2013 approval of the Board of Directors is also obtained for entering into RelatedParty Transactions by the Company.

During the year the Company has not entered into any material contract arrangement ortransaction with related parties as defined under Clause 49 of the Listing Agreement andRelated Party Transaction Policy of the Company.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. None of the Directors have any pecuniary relationships or transactionsvis-a-vis the Company.

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 2015 in the prescribed form MGT 9 forms part of thisreport and is annexed as Annexure III.

Postal ballot

No postal ballot was held during the year 2014-2015.

Particulars of employees and related information

The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report.

The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) and Rule 5 (3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 forms part of this report. In termsof Section 136 of the Companies Act 2013 the same is open for inspection at theRegistered Office of the Company. Copies of this statement may be obtained by the membersby writing to the Company Secretary.

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as under:

The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2014-15 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

Sr. No Name of Director/KMP Remuneration Received (In Rs. Lakh) % increase in Remuneration in the Financial year 2014-15 Ratio of remuneration of each Director to median remuneration of employees
1 Kishor Khandagale (Executive Director) - - -
2 Deepti Lalwani (Non- Executive Independent Director) - - -
3 Shashikumar Jatwal (Non- Executive Independent Director) - - -
4 Manoharlal Saraf (Executive Director) 0.99 - 2.10
5 Geeta Saraf (Non- Executive Director) - - -
6 Kekin Furiya (Executive Director) - - -
7 Nidhi Parekh (Executive Director & CFO) 0.63 - 1.34

Note:

1. Mr. Manoharlal Saraf and Mrs. Geeta Saraf resigned from the directorship of thecompany w.e.f 14th October 2014

2. Mr. Kekin Furiya was appointed w.e.f 14th October 2014 and resigned w.e.f 3rdDecember 2014

3. Mr. Kishor Khandagale was appointed w.e.f 3rd December 2014

4. Ms. Nidhi Parekh resigned w.e.f 28th May 2015

> All appointments are / were non-contractual.

> Remuneration as shown above comprises of Salary Leave Salary Bonus Leave TravelAssistance Medical Benefit House Rent Allowance Perquisites and Remuneration on Cashbasis

> The median remuneration of employees of the Company during the financial year wasRs. 0.65 Lakh

> There were 12 employees on the rolls of Company as on March 31 2015.

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 2014-15 Eleven (11) Board Meetings were convened and held.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and the Listing Agreement. The details of the Board meetings heldduring the year along with the attendance of the respective Directors thereat are set outin the Corporate Governance 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 Clause 49 of the Listing Agreement with the stock exchanges.The Board of Directors has constituted two other committees namely - Nomination andRemuneration Committee and Stakeholders' Relationship Committee which enables the Boardto deal with specific areas / activities that need a closer review and to have anappropriate structure to assist in the 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. The details of theAudit Committee and other Board Committees are also set out in the Corporate GovernanceReport forming part of this Annual Report.

Policies on directors* appointment and remuneration

The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is appended as AnnexureIV.

Reports on corporate governance and Management discussion & analysis report

Pursuant to Clause 49 of the listing agreement with Stock Exchanges a separate sectiontitled 'Report on Corporate Governance' and 'Management Discussion and Analysis' formspart of this Annual Report. The Report on Corporate Governance also includes certaindisclosures that are required as per Companies Act 2013.

Auditors' Certificate confirming compliance with the conditions of Corporate Governanceas stipulated under Clause 49 of the Listing Agreement also forms part of this AnnualReport.

Comprehensive risk management policy

Your Company has formulated and adopted a Comprehensive Risk Management Policy whichcovers a formalized Risk Management Structure along with other aspects of Risk Managementi.e. Credit Risk Management Operational Risk Management Market Risk Management andEnterprise Risk Management. The Risk Management Committee of the Board on periodic basisoversees the risk management systems processes and minimization procedures of theCompany.

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 and Clause 49of the Listing Agreement the Company has adopted a Whistle Blower Policy which providesfor a vigil mechanism that encourages and supports its Directors and employees to reportinstances of unethical behaviour actual or suspected fraud or violation of the Company'sCode of Conduct or Ethics Policy. It also provides for adequate safeguards againstvictimization of persons who use this mechanism and direct access to the Chairman of theAudit Committee in exceptional cases. The details of the same are provided in CorporateGovernance Report forming part of this Annual Report.

During the financial year 2014-15 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.

During the financial year 2014-15 no cases in the nature of sexual harassment werereported at any workplace of the company.

Conservation of energy and technology absorption

The particulars under the companies (Disclosure of Particulars in the Report of Boardof Directors) Rules 1988 on conservatio of energy and Technology absorption are notapplicable.

Foreign exchange

There is no inflow and outflow of Foreign Exchange.

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 it ex-parte interim order dated 4th December 2014.

The Company has paid the listing fees as payable to the BSE Ltd for the financial year2015-16 on time.

Chief executive officer (ceo) and chief financial officer (cfo) certification

The Chief Executive Officer and Chief Financial Officer Certification as required underClause 49 of the Listing Agreements ani Chief Executive Officer declaration about the Codeof Conduct is Annexed to this Report.

Green initiative in corporate governance

The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21and April 29 2011 respectively) ha undertaken 'Green initiative in corporate Governance'and allowed companies to share documents with its shareholders througl anelectronic mode.

Members are requested to support their green initiative by registering/updating theiremail addresses in respect of shares hel in dematerialized form with their respectivedepository participants and in respect of shares held in physical form wit Companies RTA.

Acknowledgement

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

By the order of Board
Sd/- Sd/-
Kishor Khandagale Shashikumar Jatwal
(Managing Director) (Director)
Place: Mumbai
Date: 13/08/2015