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Directors Report of Moryo Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 27th Annual Report together with the Audited Statement 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 the previous 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 faced tough time to survive in Capital Market. As the Capital Market has failed to perform well under year review, which affected the figures of the Company adversely. It can be clearly seen from the financial figures that as compared to previous year revenue from Finance Segment have been fallen down by 80%. During the year under review, Company has diversified its business into new line i.e. Dealers of Textile. This move has been undertaken with the view that Company cannot do business of Finance without holding valid Certificate from Reserve Bank. It was suggestible for the Company to diversify its business and company did so. Since it was first year for the Company in the Business of Textile, Company still manages to generate more than 50% of its total revenue from textile business. In spite of this company has occurred the Net loss of Rs. (61.82) Lacs against the Net loss of Rs. (14.29) Lacs in the previous year. This was mainly because of the drooping market condition during the year.

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

DIVIDEND

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

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, Company In compliance with the provisions of sections 196,197,198 and 203 and any other applicable provisions of the Companies Act, 2013 the Board of Directors appointed Mr. Kishor Shashikant Khandagale as the Managing Director of the Company w.e.f 3rd December, 2014. The Appointment of Mr. Kishor Khandagale is proposed in this notice to the members for their approval.

During the year under review, Mr. Manoharlal Saraf and Mrs. Geeta Saraf resigned from the directorship of the company due to their pre- occupation w.e.f 14th October, 2014. The board 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 Board appointed Mr. Kekin Manilal Furiya as the Managing Director of the company w.e.f 14th October, 2014 but due to his pre-occupation elsewhere he was not able to devote time to the affairs of the company and resigned from the post of Managing Director of the company w.e.f 3rd December, 2014.

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

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

As on 31st March, 2015, the Board of Directors of the company comprise of three Directors, 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, the information on the particulars of Directors proposed for appointment/re–appointment has been given in the notice of annual general meeting.

DEPOSITS

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

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and 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 March, 2015 the applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2015 and of the profit of the Company for the year ended on that date.

c) Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting 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 of the 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 in place and was adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Independent Non-executive Directors of the Company, viz. Mr. Shashikumar Jatwal and Ms. Deepti Lalwani have affirmed that they continue to meet all the requirements specified under 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, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried 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. The registered 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, Prabhat Colony Road, Santacruz (East), Mumbai- 400055 w.e.f 14th October, 2014, but due to lack of better infrastructure and to avail better facilities and good ambiance the registered office of the company shifted from Shop No. 2, Near Samudra Country bar, Menezes Wadi, Prabhat Colony Road, Santacruz (East), Mumbai- 400055 to Shop No. 52/A, 1st Floor, Om Heera 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 4th December, 2014 debarred the company and its Director from accessing the Capital Market till further order received, pursuant to detection of huge rise in the price of the Company's Shares and also suspended the trading in the shares of the Company. The management of the Company is of the view that the order passed by SEBI was ex-parte, ruthless and baseless against the fundamental right of being heard, and snatched the free and easy exit point available to the members of the Company.

The management of the Company thinks that the SEBI cannot debar Company and its Director from accessing Capital Market just only because of insignificant rise in share price of the Company. The price of the shares is market driven and depends on the sentiments of the shareholders of the company. The company has nothing to do with this nor can control the same. However the Company in the interest of its member has already filed its reply to SEBI for revocation of suspension.

STATUTORY AUDITORS

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

Based on the recommendation of the Audit Committee, the Board of Directors at their meeting 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, the necessary resolution in this respect is being included in the notice of the 27th Annual General Meeting for the approval of the Members of the Company. The Company has received consent from Auditors and confirmation to the effect that they are not disqualified to be appointed as Statutory Auditors of the Company in terms of the provisions of Companies Act, 2013 and Rules framed thereunder.

AUDITORS REPORT

Observations made in the Auditors' Report are self-explanatory and therefore do not call 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 has appointed M/s. P.D. Pandya & Associates, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report as received from 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 Secretarial Audit Report for financial year 2014-15 have drawn the attention of the management on some non-compliance, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follow:

While looking at functional structure and level at which Company operates, as compared its other peer group Companies the size of the Company seems very small. However Company has adopted Risk Management Policy, and its framework enables Company to cope up with unforeseeable threats, risks and frauds. The management thinks that Company has adequate Internal Control System commensurate with the size of the Company. At the same time Management also ensures to strengthen the Internal Control System of the Company and the company has appointed M/s. M.K. Gohel & Associates as the Internal Auditor for conducting 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.f 14th October, 2014. The Company filed other required Form i.e. Form DIR-12 and MGT-14 on time however Form MR.1 was not filed, which should be filed within 60 days from the date of his appointment i.e. by 13th December, 2014 but Mr. Kekin Furiya resigned from the post of Managing Director of the Company w.e.f 3rd December, 2014 within 60 days of his appointment and Company had filed DIR-12 for his resignation which dispensed the requirement of filing of form MR-1.

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

The Company is looking for, and tried to appoint the Company Secretary but did not found the desired candidate as per company's requirement. However the management is of view that though the Company does not have any Company Secretary on role of the Company as on date the Company is highly Compliance Company and always believe in high Corporate Governance, the Company is regular in making all required notices, disclosures, announcements, Compliances, filing with the Exchanges, ROC, Income Tax and other concerned Authorities. The Company for that purpose out sourced the Secretarial work to the Professional Company Secretaries Firm. However Company is still looking for the Company Secretary who can easily cope up with Company's requirements. The Management ensures that the same has been complied as soon as possible.

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

It's a matter of fact that the SEBI vide its Ex-parte interim order dated 4th December, 2014 debarred the Company, its Directors and other suspected entity from accessing the Capital Market till further orders and also suspended the trading in the shares of the Company on BSE. The SEBI had passed said order upon detection of for its huge rise in traded volume and price of share during 15th Jan-2013 to 31st Aug-2014 and found the company responsible for that. The SEBI passed said order to protect the interests of the investors, however by suspending the trading SEBI has snatched the easy entry exit platform available to the members and public. The price of the shares is market driven and depends on the sentiments of the shareholders of the company. The company has nothing to do with this nor can control the same. However the Company in the interest of its member has 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 of material nature, with its promoters, directors or senior management or their relatives etc. that may have potential conflict with the interest of company at large. Transactions entered, if any, with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year 2014-15 were mainly in the ordinary course of business and on an arm's length basis.

Prior approval of the Audit Committee is obtained by the Company before entering into any related party transaction as per the applicable provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement. As per the provisions of Section 188 of the Companies Act 2013, approval of the Board of Directors is also obtained for entering into Related Party Transactions by the Company.

During the year, the Company has not entered into any material contract, arrangement or transaction with related parties, as defined under Clause 49 of the Listing Agreement and Related Party Transaction Policy of the Company.

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 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 with Rule 12 of the Companies (Management and Administration) Rules, 2014,the extract of the Annual Return as at March 31, 2015, in the prescribed form MGT 9, forms part of this report and is annexed as Annexure III.

Particulars of employees and related information

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

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by 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 employees of the Company is as under:

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

Sr. Name of Director/KMP Remuneration % increase in Ratio of remuneration No Received Remuneration in of each Director to (In Rs. Lakh) the Financial year median remuneration of 2014-15 employees

Kishor Khandagale 1 (Executive Director) - - -

Deepti Lalwani 2 (Non- Executive Independent Director) - - -

Shashikumar Jatwal 3 (Non- Executive Independent Director) - - -

Manoharlal Saraf 4 (Executive Director) 0.99 - 2.10

Geeta Saraf 5 (Non- Executive Director) - - -

Kekin Furiya 6 (Executive Director) - - -

Nidhi Parekh 7 (Executive Director & CFO) 0.63 - 1.34

Note:

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

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

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

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

- Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel Assistance, Medical Benefit, House Rent Allowance, Perquisites and Remuneration on Cash basis

- The median remuneration of employees of the Company during the financial year was Rs. 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 quarter, inter-alia, to review the financial results of the Company. The Company also holds additional Board Meetings to address its specific requirements, as and when required. The decisions and urgent matters approved by way of circular resolutions, if any, are placed and 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 the Companies Act, 2013 and the Listing Agreement. The details of the Board meetings held during the year along with the attendance of the respective Directors thereat are set out in 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 177 of 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 and Remuneration Committee and Stakeholders' 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 in the discharge of their responsibilities.

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

The Audit Committee and other Board Committees meet at regular intervals and ensure to perform the duties and functions as entrusted upon them by the Board. The details of the Audit Committee and other Board Committees are also set out in the Corporate Governance Report forming part of this Annual Report.

Policies on directors' appointment and remuneration

The policies of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure IV.

Reports on corporate governance and Management discussion & analysis report

Pursuant to Clause 49 of the listing agreement with Stock Exchanges, a separate section titled 'Report on Corporate Governance' and 'Management Discussion and Analysis' forms part of this Annual Report. The Report on Corporate Governance also includes certain disclosures that are required, as per Companies Act, 2013.

Auditors' Certificate confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement also forms part of this Annual Report.

Comprehensive risk management policy

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

Vigil mechanism/whistle blower policy

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behaviour, actual or suspected, fraud or violation of the Company's Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. The details of the same are provided in Corporate Governance Report forming part of this Annual Report.

During the financial year 2014-15, no cases under this mechanism were reported in the Company.

Policy for prevention, prohibition and redressal of sexual harassment of women at workplace

The Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace. The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations.

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

Conservation of energy and technology absorption

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption are not applicable.

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 trading in 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 year 2015-16 on time.

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

The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of 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 21 and April 29, 2011 respectively), has undertaken 'Green initiative in corporate Governance' and allowed companies to share documents with its shareholders through an electronic mode.

Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the Company's Customers, Bankers and others for their continued support and faith reposed in the Company. The Board also places on record its deep appreciation for the dedication and commitment of the employees at all levels. The Directors would also like to thank BSE Ltd., the National Securities Depository Limited, Central Depository Services (India) Limited RTA M/s. Purva Share 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


Mar 31, 2012

The Directors have pleasure in presenting the 24th Annual Report and Audited Statements of Accounts for the year ended on 31st March 2012.

FINANCIAL RESULTS:

The Company has achieved the turnover of Rs. 1.10 lakhs and has incurred loss of Rs. 0.91 Lacs as compared to profit of Rs. 0.16 Lacs during the previous year.

DIVIDEND:

Your Directors regret their inability to recommend any dividend until carry forward losses are hopefully wiped out.

DIRECTORS:

Mr. Pankaj Panchal, Director retires by rotation and being eligible offers himself for reappointment.

DEPOSITS:

The Company has not accepted any Deposit from the Public during the year under review. As on 31st March, 2012 no unclaimed deposits are lying with the Company.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee of the category specified in Section 217 (2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS:

The Auditor of the company M/s. MULRAJ D. GALA holds office until the conclusion of the ensuing Annual General Meeting and are recommended for appoint. The Company has received certificate from the Auditors to the effect that their appointment, if made would be within the prescribed limits under section 224 (1-B) of The Companies Act, 1956.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed and there has been no material departure;

b) That the directors have selected such accounting policies were applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of financial year and of profit of the company for that year under review.

c) That the directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As there is nil expenditure on the points mentioned above, no particulars furnished in this report as required under Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the report of the Board of Directors) Rules 1988 regarding conservation of energy, technology, absorption and foreign exchange earnings and outgo.

By Order of the Board

For MORYO INDUSTRIES LIMITED

Date : 1st August, 2012 Sd/-

Place : Mumbai Director

Registered Office:

1st Floor, Square One, Near Pitambari Saree Showroom,

Gulmohar Road, JVPD Scheme, Vile Parle (West),

Mumbai-400049


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report and Audited Statements of Accounts for the year ended on 31st March 2011.

FINANCIAL RESULTS:

Your directors has announces with great pleasure that Company has started growing its business activity during the year under consideration. Company has achieved the turnover of Rs.12.94 lakhs and has generated net profit of Rs. 0.17 Lacs as compared to loss of Rs. 1.24 Lacs during the previous year.

DIVIDEND:

Your Directors regret their inability to recommend any dividend until carry forward losses are hopefully wiped out.

DIRECTORS:

Mrs. Deepika Mohan Jain, Director retires by rotation and being eligible offers herself for reappointment. Mr. Sanjay Kumar Deora was appointed as Additional Director of the Company w.e.f. 2nd May, 2011.

DEPOSITS:

The Company has not accepted any Deposit from the Public during the year under review. As on 31st March, 2011 no unclaimed deposits are lying with the Company.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee of the category specified in Section 217 (2-A) of the Companies Act, 1956 read with the Companies

(Particulars of Employees) Rules, 1975.

AUDITORS:

The Auditor of the company M/s. MULRAJ D. GALA holds office until the conclusion of the ensuing Annual General Meeting and are recommended for appoint. The Company has received certificate from the Auditors to the effect that their appointment, if made would be within the prescribed limits under section 224 (1-B) of The Companies Act, 1956.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Act 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31 st March, 2011, the applicable accounting standards have been followed and there has been no material departure;

b) That the directors have selected such accounting policies were applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of financial year and of profit of the company for that year under review.

c) That the directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As there is nil expenditure on the points mentioned above, no particulars furnished in this report as required under Section 217(1)(e) of the Companies Act'1956 read with Companies (Disclosures of Particulars in the report of the Board of Directors) Rules'1988 regarding conservation of energy, technology, absorption and foreign exchange earnings and outgo.

By Order of the Board

For MORYO INDUSTRIES LIMITED

Sd/-

Director

Date : 16th August, 2011

Place : Mumbai

Registered Office:

1st Floor, Square One, Near Pitambari Saree Showroom, Gulmohar Road, JVPD Scheme, Vile Parle (West), Mumbai-400049



 
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