2012 - 13 · Mr. Shashikumar Jatwal have been appointed as Additional Director of the Company...

ANNUAL

REPORT MORYO INDUSTRIES LIMITED

[2012 - 13]

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M o r y o I n d u s t r i e s L i m i t e d | A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

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MORYO INDUSTRIES LIMITED Regd. Office:- C-2/104, Yogi Nagar, Eksar Road, Boriwali (West), Mumbai-400091.

_______________________________________________________________________________________________

25th ANNUAL REPORT

BOARD OF DIRECTORS

Mr. Manoharlal Saraf - Managing Director

Mrs. Geeta Manoharlal Saraf - Director

Mrs. Deepti Lalwani - Director

Mr. Shashikumar Jatwal - Director

BANKERS: Axis Bank Ltd. Hdfc Bank Ltd. Corporation Bank AUDITORS: Mulraj D. Gala B/21, Shastri Niketan, R.K. Chemburkar Marg, Behind Telephone Exchange, Chembur, Mumbai- 400071 REGISTAR & TRANSFER AGENT Purva Shareregistry (India) Pvt Ltd. 9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Lower Parel (E), Mumbai – 400 011. REGISTERED OFFICE: C-2/104, Yogi Nagar, Eksar Road, Borivali (West), Mumbai-400091 Web Site: www.moryoindustries.com Email Id: [email protected]


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NOTICE Notice is hereby given that the 25th Annual General Meeting of the Members of Moryo Industries Limited will be held on Friday, 27th September, 2013 at Companies Banker Office at Axis Bank, First Floor, Springfield, Lokhandwala, Andheri (West), Mumbai - 400053 at 12.00 p.m to transact the following business: ORDINARY BUSINESS: 1. To Consider and Adopt the Audited Balance Sheet as at 31st March, 2013 , the Profit and Loss Account for the year

ended on that date and the reports of the Board of Directors and Auditors thereon.

2. To Re-appoint Mrs. Deepti Lalwani Director of the Company, who retires by rotation and, being eligible, offers herself for reappointment.

3. To Appoint Stautory Auditors in place of Retiring Auditor.

“RESOLVED THAT pursuant to the provisions of Section 224, 225 and other applicable provisions, if any, of the Companies Act, 1956, M/s. R. Soni & Co., be appointed as Statutory Auditors of the Company, in place of the retiring Auditors Mulraj D. Gala, to hold office from the conclusion of this Meeting until the conclusion of next Annual General Meeting of the Company on a remuneration to be fixed by the Board of Directors of the Company, in consultation with the Auditors of the Company.” SPECIAL BUSINESS: 4. To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary

Resolution: “RESOLVED THAT Mr. Shashikumar Jatwal, who was appointed as an Additional Director of the Company pursuant to Section 260 of the Companies Act, 1956 and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under section 257 of the Companies Act, 1956, proposing his candidature for the office of the Director, be and is hereby appointed as Director of the Company, liable to reire by rotation.” REGISTERED OFFICE By Order of the Board C-2/104, Yogi Nagar, Eksar Road, Borivali (West), Sd/- Mumbai: 400091. Manoharlal Saraf Date: 27/08/2013 (Chairman)


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Important Communiqué to Members - Green Initiative in Corporate Governance

The Ministry of Corporate Affairs (MCA) has taken a Green Initiative in Corporate Governance by allowing paperless compliances by the Companies and has issued a Circular stating that service of all documents including Annual Reports can be sent by e-mail to its Members. Your Company believes that this is a remarkable and environment friendly initiative by MCA and requests all Members to support in this noble cause. The Company has already embarked on this initiative and proposes to send documents including Annual Reports in electronic form to the Members on the email address provided by them to the R&T Agent/the Depositories. The Members who hold shares in physical form are requested to intimate/update their email address to the Company/R&T Agent while Members holding shares in demat form can intimate/update their email address to their respective Depository Participants. Members are requested to further note that they will be entitled to be furnished, free of cost, the physical copy of the documents sent by e-mail, upon receipt of a requisition from them, any time, as a Member of the Company.

Notes: 1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND

AND VOTE INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2) The Register of Members and the Transfer Book of the Company will remain closed from 26/09/2013 to 27/09/2013 (both days inclusive.)

3) Members/Proxies should bring attendance slip duly filled in for attending the meeting. Members are also

requested to bring their copies of Annual Report.

4) Members are requested to notify immediately any change in their address details to the Company’s Registrar and share transfer agents for shares held in demat / physical form at Purva Sharegistry (India) Private Limited, No-9, Shiv Shakti Industrial Estate, Ground Floor, J. R. Boricha Marg, Opp. Kasturba Hospital, Lower Parel, Mumbai - 400 011.

5) Printed copies of the Balance Sheet, Profit and Loss Account, Director's Report, the Auditor's Report and every other documents required by the law to be annexed or attached to the Balance Sheet for the period ended 31st March, 2013 are enclosed herewith.

6) Members seeking any information with regard to accounts are requested to write to the company at least one

week in advance so as to enable the management to keep the information ready.

7) Proxies in order to be effective must be deposited duly stamped and signed at the Registered Office of the Company not less than 48 hours before the meeting.

8) The relative Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 is enclosed and

forms part of the Notice.


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EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF THE COMPANIES, 1956.

Item Nos. 3 Mulraj D. Gala, Chartered Accountants, the existing Auditors of the Company has resigned from the office of Auditor of the Company, therefore creating casual vacancy in the office of Auditors. The Company has received a notice from member along with a letter u/s 224 of the Companies Act, 1956 informing the eligibility signifying his intention to appoint M/s R. Soni & Co., Chartered Accountants, to fill the casual vacancy. In terms of the provision of section 225 of the Companies Act, the appointment of Auditors in place of existing Auditors of the Company requires the approval of General Meeting by way of Ordinary resolution. Therefore, the Board recommend to pass necessary resolution by way of ordinary resolution to appoint M/s R. Soni & Co., Chartered Accountants, as the casual Auditors of the Company in place of Mulraj D. Gala, Chartered Accountants to hold office of the Auditors of the Company till the conclusion of the next Annual General Meeting on the remuneration as may be fixed by the Board. A copy of the resignation tendered by the Auditors and eligibility letter as referred elsewhere are available for inspection of the members till the date of the meeting during business hours. None of the director of the Company is concerned or interested in the proposed resolution.

Item Nos. 4 Mr. Shashikumar Jatwal have been appointed as Additional Director of the Company pursuant to Section 260 of the Companies Act, 1956 read with Articles of Association of the Company, with effect from 28/01/2013. The terms of the director expire at the ensuing Annual General Meeting of the Company. The Company has received notice from the member proposing to appoint Mr. Shashikumar Jatwal as Director of the Company. None of the Directors of the Company are interested in passing the resolution, except Mr. Shashikumar Jatwal to the extent of their appointment as Director of the Company. REGISTERED OFFICE By Order of the Board C-2/104, Yogi Nagar, Eksar Road, Boriwali (West), Sd/- Mumbai: 400091. Manoharlal Saraf Date: 27/08/2013 (Chairman)


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DETAILS OF THE DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING

(In pursuance of Clause 49 (vi) (A) of the Listing Agreement)

Director seeking Re-appointment

Name of the Director. Mrs. Deepti Lalwani Date of Birth. 22/04/1983 Date of Appointment. 03/09/2012 Expertise in any specific functional Area. Information Technology Qualification B.Sc (I.T.) Directorships held in other Companies (Excluding Foreign Companies.)

ESAAR (INDIA) LTD.

Committee position held in other Companies. Member in Audit Committee, Remuneration Committee & Share Transfer Committee of Esaar (India) Ltd.

Director seeking Appointment

Name of the Director. Mr. Shashikumar Jatwal Date of Birth. 16/12/1989 Date of Appointment. 28/01/2013 Expertise in any specific functional Area. Operations & Administrator Qualification Commerce Directorships held in other Companies (Excluding Foreign Companies.)

Nil

Committee position held in other Companies. Nil


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BOARD OF DIRECTORS’ REPORT To The Members The Directors are pleased to present the 25th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2013 Financial Results (Amount in Lacs)

FINANCIAL HIGHLIGHTS Revenues: o Income has increased by 50481% to Rs. 556.39 Lacs from Rs. 1.10 Lacs in the previous year. Expenditure: o The total expenditure increased by 27647% to Rs. 557.71 Lacs from Rs. 2.01 Lacs in the previous year due to

increase in operations.

o Payroll cost was higher by 2176% Rs. 22.53 Lacs from Rs. 0.99 Lacs over previous year mainly on account of salary increments.

o Other operating expenses were higher than previous year by 7900% Rs. 13.60 Lacs from Rs. 0.17 Lacs which is

proportionate to increase in operations. Earnings before Interest, Depreciation, Tax and Amortisation (EBIDTA): EBIDTA registered a decline of 45.05% Rs. (1.32) Lacs in 2012-13 from Rs. (0.91) Lacs in the previous year. Profit before Tax: The PBT downfall by 45.05% Rs. (1.32) Lacs from Rs. (0.91) Lacs in the previous year.

Particulars Year Ended 31/03/2013 Year Ended 31/03/2012 Total Income 556.39 1.10 Total Expenditures (Excl. Dep. & Int.) 557.71 2.01 Profit before Dep. & Int. (1.32) (0.91) Depreciation 0.00 0.00 Interest 0.00 0.00 Profit after Depreciation & interest (1.32) (0.91) Provision for Taxation 0.00 0.00 Provision for Tax (deferred) 0.00 0.00 Profit after Tax (1.32) (0.91) Add: Tax Adjustment for earlier year 0.00 0.00 Net Profit / Loss (1.32) (0.91) Add : Profit B/fd from earlier year 9.46 10.37 Amount available for Appropriation (1.32) (0.91) Balance carried to Balance Sheet 8.14 9.46


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Profit after Tax: The PAT downfall by 45.05% Rs. (1.32) Lacs from Rs. (0.91) Lacs in the previous year. DIVIDEND Your Directors are not recommending any Dividend for the year under consideration. DIRECTORS In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mrs. Deepti Lalwani retire by rotation at the ensuing Annual General Meeting, and being eligible offers herself for reappointment. Mr. Mohan Jain, Mrs. Deepika Jain and Mr. Pankajbhai Panchal resigned w.e.f. 03/09/2012 from the directorship due to their pre-occupation. During their tenure as Director, they have greatly contributed to the performance of the Company by their vast knowledge and experience. Board acknowledged their contribution. And Board has been reconstituted with appoitment of Mr. Manoharlal Saraf, Mrs. Geeta Saraf and Ms. Deepti Lalwani as an Directors of the Company as on 03/09/2012. Mr. Manoharlal Saraf was appointed as Managing Director of the Company w.e.f. 09/11/2012 for which company had taken members’ approval through duly conveyed EGM on 10/12/2012. Mr. Shashikumar Ramdas Jatwal has been appointed as an Additional Director on Board w.e.f 28/01/2013 and Mr. Sanjay Deora resigned due to his preoccupation w.e.f. 28/01/2013. Board acknowledged his contribution. DEPOSITS Your company has not accepted any deposits within the meaning of Section 58 A of The Companies Act, 1956. DIRECTORS’ 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 accounts for the financial year ended 31st March 2013 the applicable accounting standards have been followed, along with proper explanation relating to all material departures.

(b) That they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period.

(c) They have taken 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.


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AUDITORS The Board has recommended the appointment of M/s R.Soni & Co., Chartered Accountants as an statutory auditors of the Company for whom company has received a notice u/s 225 read with section 190 of the Companies Act, 1956 from member seeking their appointment in place of retiring auditor Mulraj D. Gala who has expressed not to seek re-appointment due to his pre-occupation. M/s. R.Soni & Co., have confirmed that appointment if made, shall within the limit specified in Section 224(1-B) of the Companies Act, 1956 and who will hold office until the conclusion of next Annual General Meeting. AUDITORS REPORT Observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956. CHANGE OF REGISTERED OFFICE The registered office of the company has been shifted from Vile Parle (West) to Borilvali (West) within the local limits of the city for better administration. PREFERENTIAL ISSUES During the year Company has alloted 63,50,000 equity shares of Re.10/- each at a premium of Rs.15/- on preferential basis to non promoters on 9/11/2012. SUB- DIVISION OF SHARES In order to create long term value for its investors, and to allow small investors to invest in company’s stock, during the year company has sub-divided its equity share capital from face value of Rs.10/- per share to Rs.5/- per share for which company has taken the approval of members in Extra- ordinary general meeting held on 10/12/2012. LISTING OF SHARES Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2013–2014. FOREIGN EXCHANGE EARNINGS / OUT FLOW During the year under review there has been no Foreign exchange Inflow & Outflow. PARTICULARS OF EMPLOYEE During the year under review, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975. Thus furnishing of particulars under the Companies ((particulars of employees) Rules 1975 are not applicable. 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 is not applicable.


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CORPORATE GOVERNANCE COMPLIANCE As required under the Listing Agreement with the stock exchange, Corporate Governance and Management Discussion and Analysis report form part of this Annual 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 dematerialised form with their respective depository participants and in respect of shares held in physical form with Company Registrar & Share Transfer Agent. ACKNOWLEDGEMENTS The Board of Directors wishes to express sincere thanks to Bankers, shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year. FOR & ON BEHALF OF THE BOARD Sd/- Place: Mumbai Manoharlal Saraf Date: 27/08/2013 (Managing Director)


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CORPORATE GOVERNANCE REPORT A) COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE The Company believes that as we move towards achieving our growth targets, our Corporate Governance processes must adhere to the globally benchmarked standards. Corporate Governance is an integral element of the Company’s value system, management ethos and business practices. Through its processes and independence of functioning, the Board of Directors of the Company provides effective leadership to the Company and its management for achieving sustained prosperity for all the stakeholders. The Company believes that the governance process should ensure that the resources employed must be utilized optimally so as to meet the stakeholders’ aspirations and expectations. This is demonstrated in improving shareholder returns and performance focused work environment.

The practice of each of these enables the management to direct and control the affairs of the company in an efficient manner and in creating the right corporate culture towards emerging as a socially responsible Corporate citizen.

B) BOARD OF DIRECTORS The Managing Director manages the affairs of the Company. The Board of Directors of the Company comprises an appropriate combination of Executive and Non-Executive Directors. The Company has Managing Director and the number of Independent Directors is more than one-half of the Board. As on date the Company has 4 Directors on its Board, of which one is Managing Director and 3 Directors are independent and Non-Executive Director. None of the Directors on the Board is a Member on more than 10 Committees or Chairman of more than 5 Committees (as specified in Clause 49), across all the companies in which he is a Director. The necessary disclosures regarding Committee positions have been made by the Directors. The composition of the Board of Directors and their attendance at the meetings during the period and at the last Annual General Meeting as also number of other directorships, membership of committees are as follows: - Name of Director Status No. of

Board meetings Attended

Attendance at last AGM

No. of other Directorships

Committee Membership

Chairman Member Mr. Manoharlal Saraf * M.D 7 No - - - Mrs. Deepti Lalwani I.N.E.D - No 1 - 4 Mrs. Geeta Manoharlal Saraf I.N.E.D 7 No - 2 2 Mr. Shashikumar Jatwal @ I.N.E.D 5 No - - 2 Mr. Mohan Jani # P.D. 4 Yes 2 - - Mrs. Deepika Jani # P.D. 4 Yes 2 - - Mr. Pankaj Panchal # I.N.E.D 1 No - - - Mr. Sanjay Deora ## I.N.E.D 2 No 8 - - *Appointment M.D w.e.f 09/11/2012 @Appointed as Director w.e.f. 28/01/2013 # Ceased as Director w.e.f 03/09/2012 ## Ceased as Director W.e.f 28/01/2013


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M.D. – Managing Director P.D. – Promoter Director I.N.E.D- Independent Non Executive Director Notes: During the period ended 31st March 2013, 11 (Eleven) Board Meetings were held on the following dates: 15/05/2012, 01/08/2012, 14/08/2012, 03/09/2012, 06/09/2012, 26/09/2012, 22/10/2012, 09/11/2012, 28/01/2013 14/02/2013 and 30/03/2013. C) AUDIT COMMITTEE The Audit Committee was constituted in terms of Section 292A of the Companies Act, 1956 and as per the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges. a) Brief description of terms of reference The terms of reference of the Audit Committee are in conformity with the provisions of Sub-clause II of Clause 49 of the Listing Agreements with the Stock Exchanges which, inter alia, include the following: Oversight of the Company's financial reporting process. Recommending appointment and removal of external auditors and fixing of their fees. Reviewing with management the quarterly, half-yearly and annual financial results / statements with special

emphasis on accounting policies and practices, compliances with accounting standards and other legal requirements concerning financial statements.

Reviewing the adequacy of the Audit and compliance functioning including their policies, procedures, techniques and other regulatory requirements.

Reviewing the adequacy of internal control systems and significant audit findings. Discussion with statutory and internal auditors regarding nature and scope of audit.

b) The composition and details of the meetings of the Audit Committee are as follows:

Name of the Member Position Meetings held during the year

Meetings attended

Mrs. Geeta Saraf Ms. Deepti Lalwani Mr. Sanjay Deora# Mr. Shashikumar Jatwal@

Chairman Member Member Member

2 2 2 2

2 - 1 1

#Ceased as member w.e.f 28/01/2013 @Appointed as member w.e.f. 28/01/2013 During the year Audit Committee was constituted. The Chairman of the Audit Committee had not attended the 24th Annual General Meeting (AGM) due to his some preoccupations. D) SHARE TRANSFER COMMITTEE a) Terms of reference: The Committee was constituted to specifically look into the redressal of shareholder and investor complaints like transfer of shares, non-receipt of balance sheet and non-receipt of declared dividend.


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b) The composition of the Shareholders Grievance Committee is as follows: During the year Shareholders Grievance Committee was constituted and composition of committee is as follows:

Name of the Member Position Mrs. Geeta Saraf Ms. Deepti Lalwani Mr. Sanjay Deora# Mr. Shashikumar Jatwal@


#Ceased as member w.e.f 28/01/2013 @Appointed as member w.e.f. 28/01/2013 c) Name of Compliance Officer: Mr. Manoharlal Saraf E) REMUNERATION COMMITTEE The Company has constituted a Remuneration Committee with terms of reference to evaluate compensation/commission and benefits for Directors. This Committee also acts as Nomination Committee and Compensation Committee. a) The composition of the Remuneration Committee is as follows:

Name of the Member Position Mrs. Geeta Saraf Ms. Deepti Lalwani Mr. Sanjay Deora# Mr. Shashikumar Jatwal@


#Ceased as member w.e.f 28/01/2013 @Appointed as member w.e.f. 28/01/2013 Remuneration Committee was constituted during the year. b) Remuneration Policy: The Company while deciding the remuneration package of the directors and senior management personnel takes into consideration the following:

(i) Employment scenario (ii) Remuneration package in the industry and (iii) Remuneration package of the managerial talent of other industries.

The Executive and Non-Executive Directors (NEDs) are eligible for commission not exceeding an aggregate of 1% of the net profits of the Company but till date Company has not paid any Commission and will pay only after the approval of member in general meeting. The Company may pay sitting fees of 20,000 per meeting to the NEDs for attending the meetings of the Board and other Committees. But till date company is not paying any sitting fees. The Company pays remuneration by way of Salary, Perquisites and Allowances (fixed component) and Commission (variable component) to Chairman & Managing Director as approved by the shareholders of the Company. The ceiling on perquisites and allowances as a percentage of salary, is fixed by the Board as per Schedule XIII.


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c) Remuneration paid to Directors during the period ended 31st March, 2013 Name of the Director

Salary (Rs.) Commission (Rs.)

Sitting Fees(Rs.)

Contribution To Various Funds(Rs.)

Total (Rs.)

Mr. Manoharlal Saraf 45,000 -- - - 45,000 - - -- - - -

Total 45,000 -- - - 45,000 The above amounts do not include provisions for encashable leave, gratuity and premium paid for Group Health Insurance as separate premium. d) Shareholding of the Directors in the Company as on 31st March, 2013

None of the Directors holds any Shares, Convertible Instruments or Stock Options in the Company. As on 31st March, 2013, there are no outstanding options granted to any of the Directors of the Company. F) GENERAL BODY MEETINGS a) The last three Annual General Meetings were held as under:-

Year/Period Ended Date of Meeting Time 31st March 2010 30/09/2010 11.00 A.M 31st March ,2011 30/09/2011 10.00 A.M 31st March, 2012 29/09/2012 10.00 A.M

b) The Extra-Ordinary General Meeting of the Company was held on 1st October, 2012 for approval of Preferential Issue and Appointment of Managing Director and on 10th December, 2012 for Sub-Division of Shares. c) No Special Resolutions passed through postal ballot during the year. G) DISCLOSURES

1. The Chairman & Managing Director and Chief Financial Officer have given a Certificate to the Board as contemplated in Clause 49 of the Listing Agreement.

2. During the period, there were no transactions materially significant with Company’s promoters, directors or management or subsidiaries or their relatives that may have potential conflict with the interests of the Company at large.

3. There were no instances of non-compliance on any matter related to the Capital Markets during the last three years.

4. There were no pecuniary transactions with any of the Non-Executive Directors, except payment of sitting fee and commission, if any.

5. The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or other statutory authorities relating to the above.


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H) MEANS OF COMMUNICATION a) Statutory advertisements and financial results of the company (Quarterly, Half-yearly and Annual) are published in

one English and one regional language dailies.

b) Apart from the financial results, all official press releases of the Company and presentations made to the institutional investors and analysts, if any, are being placed on the Company's website.

c) The company also releases all price sensitive information simultaneously to BSE. I) GENERAL INFORMATION FOR MEMBERS (i) Annual General Meeting - The 25th Annual General Meeting of the Company will be held on 27/09/2013 at

12.00 p.m. at Bankers office of the Company at Axis Bank, First Floor, Springfield, Lokhandwala, Andheri (West), Mumbai – 400053. (ii) Financial Calendar : Last AGM held on 29/09/2012

First Quarter Results Declared : 14th August, 2012 Second Quarter Results Declared : 22nd October, 2012 Third Quarter Results Declared : 14th February, 2013 Fourth Quarter Results Declared : Last Week of May, 2013

(iii) Book Closure date: 26/09/2013 to 27/09/2013

(iv) Dividend payment date: Not applicable

(v) Listing of Equity Shares on Stock Exchanges and market information: The Company’s Equity Shares are listed on Bombay Stock Exchange and the Company has paid listing fees to Bombay Stock Exchange for F.Y 2013-2014.

(vi) Registrar & Transfer Agents and Share Transfer System: All documents, transfer deeds, demat requests and other communication in relation thereto should be addressed to the R & T Agents at its following address:

Purva Shareregistry India Pvt Ltd 9, Shiv Shakti Industrial Estate, J R Boricha Marg, Opp Kasturba Hospital, Lower Parel (East),Mumbai- 400011

Tel: 022 2 3018261

Share transfers in physical form are processed within about 2 weeks from the date of receipt of the valid and completed documents.

J) (i) Stock Code – BSE Code - 513305

(ii) Demat ISIN Numbers in NSDL & CDSL INE 346M01022 for equity shares. K) Stock Market Data at BSE

Month High Low Close No. of Shares April 2012 19.95 16.50 19.95 900 May 2012 22.15 20.90 22.15 600 June 2012 26.85 21.00 21.00 12750


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July 2012 21.25 15.30 16.35 485 August 2012 28.90 17.15 26.80 7808 September 2012 50.05 28.10 50.05 848 October 2012 73.70 50.05 73.70 17007 November 2012 108.95 75.15 108.95 6715 December 2012 153.50 111.10 153.50 16405 January 2013 183.20 93.40 113.60 1898 February 2013 122.90 111.15 111.15 640 March 2013 105.60 90.60 90.60 30

L) Registered Office: C-2/104, Eksar Road, Yogi Nagar, Borivali (West), Mumbai – 400091, Maharashtra. M) Registrar & Transfer Agents (Share transfer and communication regarding share certificate, dividends and change of address.)

PURVA SHAREREGISTRY INDIA PVT, 9, Shiv Shakti Industrial Estate, J R Boricha Marg, Opp Kasturba Hospital, Lower Parel (East),Mumbai-400011

Tel: 022 2 3018261 (VII) DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH 2013

Shareholders Shareholding No. of Shares Nos. % Holding in Rs. %

1 - 5000 216 44.91 284730 0.35 5001 - 10000 35 7.28 323430 0.39

10001 - 20000 51 10.60 895550 1.09 20001 - 30000 19 3.95 497390 0.60 30001 - 40000 30 6.24 1125400 1.36 40001 - 50000 32 6.65 1531000 1.86

50001 - 100000 22 4.57 1881000 2.28 100001 - and above 76 15.80 75963400 92.07

Total 481 100.00 82501900 100.00 SHAREHOLDING PATTERN AS ON 31.03.2013 Category No. of Shares

held Percentage of Shareholding

A Promoter’s Holding 1 Promoters - Indian Promoters 157000 0.95 - Foreign Promoters - - 2 Persons acting in concert - - Sub – Total 157000 0.95 B Non-Promoter’s Holding - - 3 Institutional Investors - - a) Mutual Funds and UTI - - b) Banks, Financial Institutions, Insurance Companies - - (Central/State Govt. Institutions/Non Government Institutions) - -


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C FII’s - - Sub – Total - - 4 Others - - a) Private Corporate Bodies 104462 0.63 b) Indian Public 16238493 98.41 c) NRI’s/OCB’s - NRI 420 0.00 d) Any Other (Please specify) - Clearing Members 5 0.00 Sub-Total 16343380 99.05 Grand Total 16500380 100% (VIII) DEMATERIALISATION OF SHARES. As on 31st March, 2013, 86.24% of the Company’s Shares representing 14229980 Share were held in dematerialized form and the balance 2270400 Shares were held in physical form. (IX) Investor Correspondence: For Transfer / dematerialsation of shares, payment of dividend on shares, interest and redemption of debentures, and any other query relating to the shares and debenture of the company.

PURVA SHAREREGISTRY INDIA PVT. LTD. 9, Shiv Shakti Industrial Estate, J R Boricha Marg, Opp Kasturba Hospital, Lower Parel (East), Mumbai-400011 ADDRESS FOR CORRESPONDENCE The Company’s Registered Office is situated at C-2/104, Eksar Road, Yogi Nagar, Borivali (West), Mumbai, 400091.

Shareholder’s correspondence should be addressed to Transfer Agent Purva Shareregistry India Pvt.Ltd. Shareholders holding shares in electronic mode should address their correspondence to their respective Depository participants.


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MANAGEMENT DISCUSSIONS & ANALYSIS REPORTS Your Directors are pleased to present the Management Discussion and Analysis Report for the year ended 31st March, 2013. The management discussion and analysis have been included in consonance with the code of corporate governance as approved by The Securities and Exchange Board of India (SEBI). Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Company’s growth and strategy. The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments, events or otherwise. The management of the company is presenting herein the overview, opportunities and threats, initiatives by the company and overall strategy of the company and its outlook for the future. This outlook is based on management’s own assessment and it may vary due to future economic and other future developments in the country. OVERVIEW: The operations of the company are centered in Finance and Share Trading. INDUSTRY STRUCTURE AND DEVELOPMENT: The Indian economy has witnessed all round growth in year 2012-13 and more growth and prosperity in coming future with increased investment in Financing Sector. Of late, especially in the past few decades, there has been tremendous growth in finance Industries in India. The finance industry where the company is also involved, major developments have taken place for the past few decades in view of the fact that plethora of finance companies have come into existence with various finance products and there has been tremendous finance growth due to foreign collaboration, foreign equity participation etc, under Finance Division, dealing in equity shares and stock is the main activity of the company. SUBSIDIARY COMPANY As there are no subsidiaries of the Company, Investment made in Subsidiaries is NIL. SEGMENT-WISE PERFORMANCE The Company operates in single reported segment with main business of Investments & Inter Corporate Deposit to the Corporate Sector. OPPORTUNITIES AND THREATS: Some of the key trends of the industry that are favourable to the company to exploit these emerging opportunities are:

1. Clients are more comfortable with uniform high quality and quick services and security process across the enterprise.

2. The company since involved in the Information Technology enabled services for a very long time there are good prospects for expanding further activities in this direction.


P a g e 1 9

3. The company is also facing server competition from other Information Technology companies and software companies.

Some of the key changes in the industry unfavourable to the company are:

1. Heightened competition 2. Increasing cost of the product 3. Increasing customer demand

OUTLOOK: The Company is mainly engaged in finance and related business.The company is planning to expand and diversify the activities in this time to tap higher revenues. RISK AND CONCERNS: Due to stiff competitions in the finance fields where the company’s activities are centred in, the overall margins are under pressure but maintainable with constant effort and good services. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has adequate system of strong internal controls for business processes, with regards to operations, financial reporting, compliance with applicable laws and regulations, etc. Regular internal audits and checks ensure that responsibilities are executed effectively. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening the existing control system in view of changing business needs from time to time. HUMAN CAPITAL: Your company believes that the value of any enterprise is only as good as its Human Capital. It is very important to have your human capital updated with the latest technologies. During the year, as the company faced challenging business atmosphere and fewer growth opportunities, the period, the management thought was apt to have its human capital undergo technology advancement training, process improvement training and general management training. Management is aware that these initiatives do not yield results immediately however these activities will surely help the company stay ahead of the curve. CAUTIONARY STATEMENT The Statement in this Management Discussion and analysis describing the outlook may be ‘forward looking statement’ within the meaning of applicable laws and regulations. Actual results might differ substantially or materially from those expressed or implied in the statement. Several factors like significant change in political & economic environment, tax laws, litigation, technology,etc. could make significant difference to the company’s operation.


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AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE To The Members of MORYO INDUSTRIES LIMITED. 1. We have examined the compliance of Corporate Governance by M/s. MORYO INDUSTRIES LIMITED for the period

ended on 31st March, 2013 as stipulated in Clause 49 of the Listing Agreement of the said Company with the stock exchanges.

2. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

3. In our opinion and to the best of our information and according to the explanations given to us, we certify that the

Company has generally complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement except for the appointment of a Whole Time Secretary as required under Section 383A of the Companies Act, 1956.

4. We state that none of the Investor Grievances is pending for a period exceeding one month, as at 31st March,

2013 against the Company as per records maintained by the Shareholders/Investors Grievance Committee.

5. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Mulraj D. Gala (Chartered Accountants) Sd/- Mulraj Gala (Proprietor) M. No. 041206 Place: Mumbai Date: 30/05/2013


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AUDITORS’ REPORT To, The Members, MORYO INDUSTRIES LIMITED Report on the Financial Statements We have audited the accompanying financial statements of Moryo Industries Limited (“The Company”) which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year ended March 2013, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March, 2013.

(b) In the case Statement of Profit and Loss Account, of the loss for the year ended March, 2013 and

(c) In the case of Cash Flow Statement, of the cash flows for the year ended March, 2013.


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Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of

India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that :

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c. The Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, comply with the Accounting Standards referred to in sub-section (3C) of section 211 of Companies Act, 1956.

e. On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.



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ANNEXURE TO THE AUDITORS’ REPORT (Referred to in point 1 of “Report on Other Legal and Regulatory Requirements” of our Report of even date to the

members of Moryo Industries Limited on the financial statements for the year ended 31st March, 2013) 1. There are no fixed assets and therefore clause 4(i) of the order is not applicable.

2. As informed to us, the inventories held in dematerialized form, have been verified by the management with

supportive evidence during the year. In our opinion the frequency of verification is reasonable. In our opinion, the procedures for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. On the basis of our examination the records of inventory, we are of the opinion that Company is maintaining proper records of inventory. We are informed that no discrepancies were noticed on physical verification.

3. (a) The Company has not granted unsecured loans to any party covered in the register maintained under Section 301 of the Companies Act, 1956, the maximum amount outstanding at any time during the year was Nil and the yearend balance is Nil.

(b) In our opinion and according to the information and explanations given to us, the terms and conditions of the loans given by the Company are not prima facie prejudicial to the interest of the Company. (c) No stipulations have been made for the recovery of the loans hence clause 4 (iii) (c) is not applicable to the company. (d) No stipulations have been made for recovery of the loans given by the company hence clause 4(iii) (d) is not applicable to the company. (e) The Company has taken interest free unsecured loans from 1 party covered in the register maintained under Section 301 of the Companies Act 1956, the maximum amount outstanding at any time during the year was Rs. 1 Lac and the yearend balance is Rs. 1 Lac. (f) In our opinion and according to the information and explanations given to us, the terms and conditions of the loans taken by the Company are not prima facie prejudicial to the interest of the Company. (g) No stipulations have been made for the repayment of the loans hence clause 4(iii) (g) is not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal

control procedures commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

5. According to the information and explanations given to us, we are of the opinion that the company has not entered into any contracts or arrangements referred to in section 301 of the Companies Act, 1956.

6. No deposits, within the meaning of Section 58A and 58AA or any other relevant provisions of the Companies

Act, 1956 and rules framed there under have been accepted by the Company.

7. In our opinion and according to information and explanation given to us, the company has adequate internal audit system commensurate with size of the Company and nature of its business.


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8. According to the information and explanation given to us the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for any of the activities of the company.

9. (a) The Company is regular in depositing undisputed statutory dues including Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other material statutory dues applicable to the company with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the records of the Company, there are no dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Wealth Tax, Excise Duty, cess which have not been deposited on account of any dispute.

10. Accumulated losses of the company as at 31st March, 2013 do not exceed fifty percent of its net worth at the

end of the financial year. The Company has incurred cash losses of Rs. 132,370 during the financial year covered by our audit and had not incurred any cash losses during the immediately preceding financial year.

11. According to the records made available to us and information and explanations given to us by the management, the company has not taken any financial assistance from any financial institutions or banks. Accordingly Clause 4(xi) of Companies (Auditor’s Report) Order, 2003 is not applicable.

12. According to the information given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

14. The Company has maintained proper records of the transactions and contracts for dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investment have been held by the company, in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

15. In our Opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

16. As per the information and records furnished to us, the Company has not accepted any term loans. Accordingly Clause 4(xvi) of the Companies (Auditor’s Report) Order, 2003 is not applicable to the company.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion, the funds raised on short-term basis have, prima facie, not been used for long-term investment.

18. According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. During the financial year, company had not issued any debenture. Accordingly Clause 4(xviii) of Companies (Auditor’s Report) Order, 2003 is not applicable.

20. The Company has raised money by way of preferential issue of 63,50,000 equity shares to non promoter during the year. Accordingly Clause 4(xx) of Companies (Auditor’s Report) Order, 2003 is not applicable.


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21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.



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CEO / CFO CERTIFICATION The Board of Directors, MORYO INDUSTRIES LIMITED C-2/104, Eksar Road, Yogi Nagar, Borivali (West), Mumbai : 400091. We hereby certify that: 1. We have reviewed financial statements and the cash flow statement for the year ended 31st March, 2013 and that

to the best of our knowledge and belief;

i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. No transaction is entered into by the company during the year which is fraudulent, illegal or violative of the Company’s Code of Conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

4. We have indicated to the auditors and the Audit Committee:

a. Significant changes in internal control over financial reporting during the year.

b. Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

c. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

For MORYO INDUSTRIES LIMITED

Sd/-

Manoharlal Saraf (Director/CEO)

Place: Mumbai, Date: 27/08/2013


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COMPLIANCE CERTIFICATE To The Members of MORYO INDUSTRIES LIMITED It is hereby certified and examined that as provided in Clause 49 I (D) of the listing agreement with the stock exchanges, the Board members and the Senior Management personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the financial year ended 31st March, 2013.

For MORYO INDUSTRIES LIMITED

Sd/- Manoharlal Saraf

(Director / CEO) Place: Mumbai Date: 27/08/2013


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NOTES 31ST MARCH, 2013

31ST MARCH, 2012

EQUITY & LIABILITIES

SHAREHOLDERS' FUNDS Share Capital 2 82,501,900 19,001,900 Reserves and Surplus 3 96,063,312 945,683

CURRENT LIABILITIES Short Term Borrowings 4 3,100,000 - Trade Payables 5 1,818,167 1,271,269 Short Term Provisions 6 1,189 500

TOTAL 183,484,568 21,219,352

ASSETS Non Current Investments 7 31,988,178 - Long Term Loans and Advances 8 99,975,091 19,686,874 Other Non Current Assets 9 80,000 100,000

CURRENT ASSETS Inventories 10 51,185,390 - Trade Receivables 11 - 1,404,000 Cash and Cash Equivalents 12 255,909 28,478

TOTAL 183,484,568 21,219,352

Notes Forming Part of Financial Statement 1 - 28

For Mulaj D. Gala For and on behalf of the Board of DirectorsChartered Accountants of MORYO INDUSTRIES LIMITED

Sd/- Sd/- Sd/-Mulraj Gala Manoharlal Saraf Geeta Saraf(Proprietor) (Managing Director) (Director)Membership No. 041206

Place: MumbaiDate: 30th May,2013

MORYO INDUSTRIES LIMITED

BALANCE SHEET AS AT 31ST MARCH, 2013

(Amounts in Indian Rs.)


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PARTICULARS NOTES 31ST MARCH, 2013

31ST MARCH, 2012

INCOME

Revenue from Operations 13 5,34,91,444 1,10,000

Other Income 14 21,47,308 -

Total Income (I) 5,56,38,752 1,10,000

EXPENSES

Purchase of traded goods 10,33,37,468 75,000

(Increase)/decrease in inventories of traded goods (5,11,85,390) -

Employee Benefits Expense 15 22,54,351 1,04,275

Auditors Remuneration 16 5,000 5,000

Other Expenses 17 13,59,693 16,768

Total Expenses (II) 5,57,71,122 2,01,043

Profit for the year before Tax (I - II) (1,32,370) (91,043)

Tax Expenses

Current Tax - - Deferred Tax - -

Profit/(Loss) for the period (1,32,370) (91,043)

Earning per equity share

Basic (0.007) (0.048)

Diluted (0.007) (0.048)

Notes Forming Part of Financial Statement 1-27

For Mulraj D. Gala For and on behalf of the Board of Directors

Chartered Accountants of MORYO INDUSTRIES LIMITED

Mulraj Gala Manoharlal Saraf Geeta Saraf

(Proprietor) (Managing Director) (Director)

Membership No. 041206

Place: Mumbai

Date: 30th May,2013


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2013



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Cash Flow from Operating ActivitiesProfit Before Tax and Extraordinary items (132,370) (91,043)

(As per Profit and Loss Account)

Adjustments for:

Miscellaneous Expenditure written off 20,000 -

Operating Profit before Working Capital Changes (112,370) (91,043)

Adjustments for:

(Increase)/Decrease in Inventories (51,185,390) -

(Increase)/Decrease in Sundry Debtors 1,404,000 (110,000)

(Increase)/Decrease in Loans & Advances (80,288,217) 105,000

Increase/(Decrease) in Current Liabilities & Provision 547,587 (129,522,020) 80,000 75,000

Cash Generated From Operations (129,634,390) (16,043)

Less: Income Tax Paid - -

Net Cash from / (Used in) Operating Activities A (129,634,390) (16,043)

Cash Flow from Investing ActivitiesPurchases of Investments 31,988,178 -

Net Cash from / (Used in) Investing Activities B 31,988,178 -

Cash from Financial Activities

Interest on Loan Received -

Proceeds from issue of Securities 63,500,000

Proceeds from premium on issue of Securities 95,250,000

Received of Unsecured Loans 3,100,000

Net Cash from / (Used in) Financial Activities C 161,850,000 -

Net Increase/ Decrease in Cash and Cash Equivalents (A+B+C)

227,432 (16,043)

Cash and Cash Equivalents - Opening Balance 28,478 44,521

Cash and Cash Equivalents - Closing Balance 255,910 28,478

For Mulraj D. Gala For and on behalf of the Board of Directors

(Chartered Accountants) of MORYO INDUSTRIES LIMITED

Sd/- Sd/- Sd/-

Mulraj Gala Manoharlal Saraf Geeta Saraf

(Proprietor) (Managing Director) (Director)

Membership No. 041206

Place: Mumbai

Date: 30th May,2013


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013

Particulars Year Ended 31st March, 2013

Year Ended 31st March, 2012



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PARTICULARS 31ST MARCH,

2013

31ST MARCH, 2012

2 Share CapitalAuthorized

120,010,000 20,010,000

Total Authorized Share Capital 120,010,000 20,010,000

Issued, Subscribed and Paid up

82,501,900 19,001,900

82,501,900 19,001,900

Equity shares of Rs.10/- each were reckassified by syb-divding into Equity Shares of Rs. 5/- each during the year.

a. Reconciliation of shares outstanding at the beginning and at the end of the reporting periodEquity shares of Rs. 5/- each

Numbers Rs. Numbers Rs.

At the beginning of the period 1,900,190 19,001,900 1,900,190 19,001,900

Issued during the period 6,350,000 63,500,000 - -

Bought back during the period - - - -

Outstanding at the end of the period 8,250,190 82,501,900 1,900,190 19,001,900

b. Terms/rights attached to equity shares

Equity shares of Rs. 10 each fully paid

Numbers % holding in the

class Numbers

% holding in the class

Nil - - - -

- - - -

31st March, 2013

31st March, 2012

The Company has only one class of Equity Shares having par value of Rs. 5/- Each holder of equity shares is entitled to one vote pershare. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors are subject tothe approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of equity shares will being entitled to receive any of the remaining assets ofthe company, after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares heldby the shareholders.

31st March, 2012

c. Details of shareholders holding more than 5% shares in the company

31st March, 2013

Total Issued, Subscribed And Fully Paid Up Share Capital



NOTES FORMING PART OF THE FINANCIAL STATEMENT AS AT 31ST MARCH, 2013

1,65,00,380 Equity Shares of Rs. 5/- each

1,65,00,380 Equity Shares of Rs. 5/- each

(Previous year 19,00,190 Equity Shares of Rs. 10/- each)

(Previous year 19,00,190 Equity Shares of Rs. 10/- each)


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2013

31ST MARCH, 2012

3 Reserve & SurplusSecurities Premium Reserve

Balance as per last financial statements - -

Add: New Equity Shares issued during the year 95,250,000 -

Less: Utilized during the year - -

Closing balance 95,250,000 -

Surplus/(deficit) in the Statement of Profit and Loss

Balance as per last financial statements 945,683 1,036,726

Profit/ (loss) for the year (132,371) (91,043)

Less: Appropriations - -

Closing balance 813,312 945,683

Total Reserves And Surplus 96,063,312 945,683

4 Short Term Borrowings(a) Loan Re-payable on demand

- From Bank - -

- From Other Parties 3,000,000 -

3,000,000 -

(b) Loan & Advances from Related Party

- From Director 100,000 -

100,000 -

3,100,000 -

5 Trade Payables Trade payables 1,818,167 1,271,269

Total Trade Payables 1,818,167 1,271,269

6 Short Term Provisions

Duties and taxes payable 1,189 500

Total Other Current Liabilities 1,189 500

7 Non Current InvestmentsNon Trade Investment (Quoted)

In Equity Shares

31,988,178 -

Total Non Current Investments 31,988,178 -

(Market Value of Quoted Investment as on 31-03-2013 Rs.39,39,485/-)

5,39,819 Equity Shares of Rs.1/- each fully paid up in Esaar (India) Limited





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2013

31ST MARCH, 2012

8 Long Term Loan and AdvancesUnsecured, Considered Good 99,795,450 19,686,874

TDS Receivable 179,641 -

Total Long Term Loan And Advances 99,975,091 19,686,874

9 Other Non Current AssetsMiscellaneous Expenditure 80,000 100,000

Total Other Non Current Assets 80,000 100,000

10 Inventories(As certified by management)

Stock-in-trade 51,185,390 -

Total Inventories 51,185,390 -

11 Trade Receivables

- 1,404,000

Others - -

Total Trade Receivables - 1,404,000

12 Cash and Cash Equivalents Cash on hand 3,867 600

Balance with bank 252,042 27,878

Total Cash And Cash Equivalents 255,909 28,478

Outstanding for a period exceeding six months from the date they are due for payment

Unsecured, considered good





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PARTICULARS31ST MARCH,

2013 31ST MARCH,

2012

13 Revenue From OperationsSales 53,493,425 110,000 Loss on Share Trading (1,981) Total Revenue from Operations 53,491,444 110,000

14 Other IncomeInterest on Loan 2,147,308 - Total Other Income 2,147,308 -

15 Employee benefit expensesSalaries 2,208,400 99,132 Director Remuneration 45,000 - Staff welfare expenses 5,951 5,143 Total Employee Benefit Expenses 2,259,351 104,275

16 Auditors RemunerationAs Audit fee - 5,000 Total Auditors Remuneration - 5,000

17 Other ExpensesAdvertisement 4,422 - Bank charges 983 400 Computer - - Custodian Fees - - Demat & Share Transfer Charges 50,256 - Electricity 6,950 - Legal & Professional Fees 173,000 - Listing Fees 134,832 - Miscellaneous Expenditure written off 20,000 - Office Expenses 3,650 1,630 Postage & Courier 2,464 90 Printing & Stationery 7,275 1,340 Rent , Rates & Taxes 60,000 - Repairs & Maintenance - ROC Expenses 705,100 - Telephone 7,352 - Transaction Charges 182,659 - Travelling & Conveyance 750 13,308 Total Other Expenses 1,359,693 16,768





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ACCOUNTING POLICIES & NOTES FORMING PART OF THE ACCOUNTS

SIGNIFICANT ACCOUNTING POLICIES: 1. SIGNIFICANT ACCOUNTING POLICIES

a) Basis of preparation of financial statements

The financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in India under the historical cost convention, on accrual basis. GAAP comprises mandatory Accounting Standards issued by the Companies (Accounting Standards) Amendment Rules, 2008 and the relevant provisions of the Companies Act, 1956. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

b) Use of Estimates

The Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates. Any revision to the accounting estimates is recognized prospectively.

c) Revenue recognition

1. Income from Operation is recognised upon transfer of significant risks and rewards of ownership to the buyer.

2. Other Income is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

3. Dividend is recognised when the shareholders’ right to receive payment is established at the balance sheet date.

d) Fixed Assets

Fixed assets are stated at cost, less accumulated depreciation and impairment losses if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use. Capital work in progress includes expenditure incurred till the assets are put into intended use.

e) Depreciation

Depreciation is provided at the rates and in the manner as prescribed under schedule XIV of the Companies Act, 1956. In case of Software, the same is amortized over a period of five years. Fixed Assets costing Rs. 5,000/- or less are fully depreciated in the year of acquisition.

f) Impairment of assets

The carrying amounts of assets are reviewed at each balance sheet dates and if there is any indication of


P a g e 3 6

impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. If at the balance sheet date, there is an indication that a previously assessed impairment loss no longer exists, then such loss is reversed and the asset is restated to extent of the carrying value of the asset that would have been determined (net of amortization / depreciation), had no impairment loss been recognized. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

g) Investments

Investments that are readily realizable and intended to be held for not more than one year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost or fair value determined on individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary decline in the value of the investments.

h) Taxation

Tax expense comprises of current income tax and deferred income tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits. At each balance sheet date, the Company re-assesses unrecognised deferred tax assets. It recognizes unrecognized deferred tax assets to the extent that it has become reasonably certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized. Minimum Alternative Tax (MAT) credit is recognised as an asset and carried forward only if there is a reasonable certainty of it being set off against regular tax payable within the stipulated statutory period.

i) Earnings Per Share

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for events of bonus issue, bonus element in a rights issue to existing shareholders, share split and reverse share split (consolidation of shares).

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.


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j) Provisions, Contingent Liabilities and Contingent Assets A provision is recognized when an enterprise has a present obligation as a result of past event it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Possible future obligations or present obligations that may but will probably not require outflow of resources or where the same cannot be reliably estimated, is disclosed as contingent liabilities in the notes to accounts of financial statements. Contingent Assets are neither recognized nor disclosed in the financial statements.

k) Cash Flow Statement

Cash flow statement has been prepared under the ‘Indirect Method’. Cash and cash equivalents, in the cash flow statement comprise unencumbered cash and bank balances.


NOTES FORMING PART OF THE FINANCIAL STATEMENTS

18. CONTINGENT LIABILITY:

2012-2013 Amount in Rs.


Contingent Liabilities not provided for NIL NIL

Others NIL NIL

19. EARNING PER SHARE: Earning per Share, as required by the Accounting Standard 20- “Earning Per Share” issued by the Institute of Chartered Accountants of India, is given below:

Particulars 2012-2013 Amount in Rs.


Net profit/(loss) for the year attributable to equity shareholders (Rs.)

(132,370) (91,043)

Weighted Average No. of Equity shares outstanding for Basic Earning per share

1,62,08,042 19,00,190

Weighted Average No. of Equity shares outstanding for Diluted earning per share

1,62,08,042 19,00,190

Basic Earning per share (face valued of Rs 10/-each) (Rs.) (0.007) (0.05)

Diluted earning per share (face valued of Rs 10/-each) (Rs.) (0.007) (0.05)


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20. RELATED PARTY TRANSACTION:

List of Related Parties:-

a) Key Management person i) Manoharlal Saraf ii) Geeta Saraf

b) Related parties over which Key Management Personnel have Significant Influence :-

i) Manoharlal Saraf ii) Mohanlal Jain iii) Indo Plast

Transaction with Related Parties:-

List of Related Party Nature of Transaction 2012-13 Amount in Rs.


Manoharlal Saraf Expenses paid on behalf of Company Balance at year end Loan Taken Loan Repaid Balance at year end

2456

Nil 1,00,000

Nil 1,00,000

Nil

Nil Nil Nil Nil

Indo Plast Balance at beginning of the year Loan Given Loan Recovered Balance at year end

53,58,679

Nil 53,58,679

Nil

54,6,3679

Nil 1,05,000

53,58,679 Mohanlal Jain Balance at year Opening

Balance at year end 628 Nil

Nil 628

MAJOR COMPONENTS OF DEFERRED TAX LIABILITIES:

2012-2013

Amount in Rs.

2011-2012

Amount in Rs.

Deferred Tax Assets on carry forward losses NIL NIL Deferred Tax Liability on Depreciation NIL NIL Deferred Tax Assets/(Liability) NIL 28,34,017

21. Income in Foreign Currency NIL

22. Expenditure in Foreign Currency NIL

23. As per information available with the Company, none of the creditors has confirmed that they are registered under the Micro, Small and Medium enterprises Development Act, 2006.

24. Provision for retirement benefits to employees was not provided on accrual basis, which is not in conformity with Accounting Standard-15 issued by ICAI and the amount has not been quantified because actuarial valuation report is not available. However, in the opinion of the management the amount involved is negligible and has no material impact on the Profit & Loss Account.


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25. Trade payable, Trade receivables, Short Term Borrowings and Short Term loan and advances balances are subject to confirmation and reconciliation.

26. Segment Information: The Company is engaged in single segment and there are no separate reportable segments as defined in AS-17.

27. Previous year’s figures have been regrouped, rearranged and reclassified wherever necessary to conform to the current’s classification/ presentation.

AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF THE BOARD For Mulraj D. Gala (Chartered Accountant) Sd/- Sd/- Sd/- Mulraj Gala Manoharlal Saraf Geeta Saraf (Proprietor) (Managing Director) (Director) M.No. 041206 Place: Mumbai. Date: 30/05/2013


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MORYO INDUSTRIES LIMITED Regd. Off: C-2/104, Yogi Nagar, Eksar Road, Borivali (West), Mumbai-400091.

_______________________________________________________________________________________________

PROXY FORM

Reg. Folio No._________________________ No. of Shares:_________________________

D.P. I.D*_____________________________ Client ID*____________________________

I/we _____________________________________________________ of ___________________________________ Being a shareholder/shareholders of MORYO INDUSTRIES LIMITED Hereby appoint ___________________________ ______________________________ or failing him/her _______________________________________________ as my/our proxy to attend and vote for me /us and on my/our behalf at the 25th Annual General meeting of the Company to be held on 27/09/2013 at 12.00 p.m. and at any adjournment thereof. Signed this _____ day of _____________ 2013 Signature of the shareholder ____________________________________ Note: The Proxy form duly completed and signed must be deposited at the Registered office of the Company not less than 48 hours before the time for holding the Meeting *Applicable for shares held in electronic form.

MORYO INDUSTRIES LIMITED Regd. Off: C-2/104, Yogi Nagar, Eksar Road, Borivali (West), Mumbai-400091.

_______________________________________________________________________________________________

ATTENDANCE SLIP 25th Annual General Meeting

Reg. Folio No._________________________ No. of Shares:_________________________

D.P. I.D*_____________________________ Client ID*____________________________

Name of the Attending Member _____________________________________________________________ I/We hereby record my/our presence at the 25th Annual General Meeting of the Company at Bankers office of the Company at Axis Bank, First Floor, Springfield, Lokhandwala, Andheri (West), Mumbai - 400053 Signature of the shareholder(s), Prosxy Representative ___________________________________

Note: 1) Member / proxy holder wishing to attend the meeting must bring the attendance slip to the meeting and hand over the same duly singed at the entrance.

2) Member/Proxy holder desiring to attend the meeting should bring his copy of the Annual Report for reference at the meeting.

Affix Re. 1/-

Revenue Stamp


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BOOK POST

If undelivered please return to: REGISTERED OFFICE C-2/104, YOGI NAGAR EKSAR ROAD, BORIVALI (WEST MUMBAI: 400091. Web Site:www.moryoindustries.com Email Id: [email protected]

2012 - 13 · Mr. Shashikumar Jatwal have been appointed as Additional Director of the Company...

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