Directors Report of Morgan Industries Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report and the Audited Statement of Accounts for the year ended 31st. March 2014.

IN RETROSPECT

The Company achieved a turnover of Rs. 4,184.85 lakhs during the year ended 31st March 2014 as against Rs. 3,009.10 lakhs in the year ended 31st March 2013. After adjusting deferred tax of Rs. 16.35 lakhs (previous year Rs.29.07 lakhs) and excess provision for previous years tax of Rs.19.65 lakhs and current tax of Rs.2.14 lakhs (previous year Rs.8.75 lakhs) and the net profit for the year is Rs. 12.74 Lakhs as against a net profit of Rs.26.59 lakhs in the previous year

The Company continued to respond to the demand of various end users by timely supplies. The cost cutting

measures continued to be vigorously pursued in 2013-2014.

PERFORMANCE OF THE COMPANY

The Company''s performance during the year 2013-2014 is summarized below:

Rs. In lakhs 2013-14 2012 -13

Gross Turnover 4,184.85 3,009.10

Cash Accruals 96.39 78.58

Profit/(Loss) Before Tax 11.59 6.27

Profit After Tax 12.74 26.59

P&L a/c balance c/f (337.99) (350.74)

Figures recast.

DIVIDEND

Your Directors do not propose any dividend for the year. RESEARCH & DEVELOPMENT

The Company is in the pursuit of manufacturing anticorrosive specialized tapes for manufacturing industries including oil companies and reconnoitering efforts are on for technical collaboration and the company is confident to achieve the purpose.

DIRECTORS

Shri. Ashck Mehta one of the Independent Directors could not give his consent as he has been hospitalized. Hence, Board of Directors have not recommended his appointment in the forthcoming general meeting.

Pursuant to Section 149 of the Companies Act, 2013 and the rules made thereunder Independent Directors shall hold office for a term of five consecutive years. Further, no such director shall be eligible for appointment of more than two five years consecutive terms and that the retirement by rotation shall not apply to such Independent Directors.

Your directors are seeking appointment of the following independent directors for a period of five consecutive years upto 29.10.2019 for Shri. V. Rajamani and Shri. Duraiswamy Venugopal.

Further the Board of Directors at their meeting held on re-appointed Shri. P.S.Bhaskaran for a period of three years from 01.09.2014 to 31.08.2017.

Further Shri. V. Balasubramanian, Non-Executive Director of the company is liable to retire by rotation and accordingly Board recommends his re-appointment in the forthcoming general meeting.

Further Shri. Ashok Balasubramanian, Managing Director of the company is not liable to retire by rotation as per their terms of appointment of the company. However, he will be subject to retirement by rotation due to the provisions of Section 149 & 152 of the Companies Act, 2013, wherein it has been provided that Independent Directors are not subject to retirement by rotation. All Directors in the Board are Independent Directors except Shri. V.Balasubramanian & Shri. Ashok Balasubramanian. Since, none of the Ihdpendent Directors are subject to retire by rotation, Shri. Ashok Balasubramanian will retire by rotation in terms of Section 152 of the Companies Act, 2013 without change in any of his existing terms & conditions and being eligible they have offered themselves for re-appointment. Upon re-appointment as Director Shri. Ashok Balasubramanian shall continue to hold office as Managing Director of the Company.

The brief resume of the Directors seeking appointment / re-appointment and other information have been detailed in the notice.Your Board recommenbs the above appointment/ re-appointment of Directors in the best interest of the company.

ENVIRONMENT, SAFETY AND ENERGY CONSERVATION.

The Company continued its focus on safety and environment protection. The Company has adequate safety measures and that there has been no accident bears testimony to the strict and vigorous implementation of various safety measures.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors affirm and declare:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) that they have selected such accounting policies and 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 and of the profit of the Company for that period.

c) that they have taken proper and sufficient care 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 they have prepared the annual accounts on a going concern basis.

TRADE RELATIONS

The Board places on record its appreciation of the support and co-operation of the Suppliers / Processors / C&F Agents, redistribution stockists, retailers and all others associated with your Company. They are its partners in its progress and your Company shares with them the rewards of growth.

PERSONNEL

The industrial relations have continued to be cordial.

EMPLOYEES

There has been no employee of the Company during the year 2013-2014, requiring disclosure u/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS

The Company has not accepted / invited any deposit from the public during the year.

RISK MANAGEMENT

The Company monitors all factors and tries to mitigate the risk of uncertainity balancing both short-term and long- term strategies.

CORPORATE GOVERNANCE

Your company has complied as far as feasible, with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, where the Company''s shares are listed. A Report on the Corporate Governance in this regard is made as a part of this Annual Report and a Certificate from a practicing Company Secretary regarding compliance of the conditions of the Corporate Governance is attached to this report. A report on the Management Discussion aqd Analysis is attached as a part of the report of the Board.

AUDITORS

M/s Ft. Subramanian And Company, Chartered Accountants are the Statutory Auditors of the company and hold office upto the conclusion of the forthcoming General Meeting and are eligible for re-appointment. Further the said Auditors have confirmed that the re-appointment] if made would be within the limits prescribed under Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder, it is proposed to appoint M/s. R. Subramanian And Company, Chartered Accountants as the Statutory Auditors of the company from the conclusion of the forthcoming AGM till the conclusion of the 28th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM and the appointment is proposed as an Ordinary Resolution.

REPLY TO AUDITORS QUALIFICATION

With reference to Notes No.6, of the Auditors'' Report, it is clarified that:

Efforts are continuing to obtain the confirmation of balances from Creditors / Debtors / Unsecured Loans / Loans and advances and requests have been sent to all these parties.

The Company is seriously working out the modalities and examining all proposals regarding relocating the machines / equipments lying at Puducherry as well as retention by developing infrastructure and the delay is mainly due to the cyclones and its aftermath. Formulae are being worked out for a firm decision in the best interest of the company.

APPRECIATION

Your Directors take this opportunity to thank all employees for their loyalty and commitment.

ACKNOWLEDGEMENTS

Your Directors thank the Bankers for the excellent support rendered to the Company. The Directors wish to place on record their sincere and grateful thanks to Government of India and Governments of Tamilnadu and Puducherry for the co-operation extended to the Company.

STATUTORY PARTICULARS Conservation of Energy:

Your Company is consistently monitoring energy use and taking necessary measures for conservation.

For and on behalf of the Board

Ashok Balasubramanian P.S.Bhaskaran Managing Director Executive Director (DIN: 00010789) (DIN: 05143879)

Chennai 04.10.2014

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Mar 31, 2012

The Directors have pleasure in presenting the 23rd Annual Report and the Audited Statement of Accounts for the year ended 31st March 2012.

IN RETROSPECT

The Company achieved a turnover of Rs.2247.33 lakhs during the year ended 31st March 2012 as against Rs. 3896.88 lakhs in the year ended 31st March 2011 and incurred a net loss of Rs.l 12.57 lakhs as against a net loss after tax of Rs.l 11.98 lakhs in the previous year. After adjusting the reduction in the deferred tax liability of Rs.36.33 lakhs as against the deffered tax liability of Rs.45.50 lakhs in 2010-2011, the net loss amounts to Rs.76.46 lakhs as against a loss of Rs.97.19 lakhs in the previous year.

The Company continued to respond to the demand of various end users by timely supplies. The cost cutting measures continued to be vigorously pursued in 2011-2012.

PERFORMANCE OF THE COMPANY

The Company''s performance during the year 2011-2012 is summarized below:

Rs. In lakhs

2011-12 2010-11

Gross Turnover 2247.33 * 3896.88

Cash Accruals 8.56 8.90

Profit/(Loss) Before Tax (112.57) (112)

Profit After Tax (112) (112)

P&L a/c balance c/f (376.92) (300.45)

* Figures recast.

DIVIDEND

Your Directors do not propose any dividend including on cumulative preference shares in order to meet the working capital requirements.

RESEARCH & DEVELOPMENT

The Company has successfully developed all weather vinyl tape for different temperatures for application in automobile and telecom industries in extreme conditions. Weather surface protective adhesive films for out door application and aisle marking tapes have been good.

ENVIRONMENT, SAFETY AND ENERGY CONSERVATION.

The Company continued its focus on safety and environment protection. The Company has adequate safety measures and that there has been no accident bears testimony to the strict and vigorous implementation of various safety measures.

DIRECTORS'' RESPONSIBILITY STATEMENT.

The Directors affirm and declare:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) that they have selected such accounting policies and 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 and of the profit of the Company for that period.

c) that they have taken proper and sufficient care 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 they have prepared the annual accounts on a going concern basis.

TRADE RELATIONS

The Board places on record its appreciation of the support and co-operation of the Suppliers / Processors / C&F Agents, redistribution stockists, retailers and all others associated with your Company. They are its partners in its progress and your Company shares with them the rewards of growth.

PERSONNEL

The industrial relations have continued to be cordial.

EMPLOYEES

There has been no employee, employed in the Company during the year 2011-2012, requiring disclosure u/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS

The Company has not accepted any deposit from the public during the year.

CORPORATE GOVERNANCE

Your company has complied as far as feasible, with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, where the Company''s shares are listed. A Report on the Corporate Governance in this regard is made as a part of this Annual Report and a Certificate from a practising Company Secretaiy regarding compliance of the conditions of the Corporate Governance is attached to this report. A report on the Management Discussion and Analysis is attached as a part of the report of the Board.

AUDITORS'' REPORT

With reference to Notes Nos.6, 7 & 12 of the Auditors'' Report, it is clarified that

1. efforts are continuing to obtain the confirmation of balances from Creditors / Debtors / Unsecured Loans / Loans and advances and requests have been sent to all these parties. However, the response from many of them has not been encouraging.

2. The Company has approached the Bank for one time settlement of dues payable to them seeking waiver of interest. Therefore, the Company has not made any provision for the interest amount in the accounts.

3. The Company at present has no policy of extending leave encashment benefit to employees and hence no provision is considered necessary for the same in the accounts.

AUDITORS

M/s R. Subramanian And Company, Chartered Accountants, retire and offer themselves for re- appointment.

APPRECIATION

Your Directors take this opportunity to thank all employees for their loyalty and commitment.

ACKNOWLEDGEMENTS

Your Directors thank the Bankers for the excellent support rendered to the Company. The Directors wish to place on record their sincere and grateful thanks to Government of India and Governments of Tamilnadu and Puducherry for the co-operation extended to the Company.

STATUTORY PARTICULARS

Conservation of Energy:

Your Company is consistently monitoring energy use and taking necessary measures for conservation.

Foreign Exchange

(Rs.in Lakhs)

Earnings & Outgo 2011-12 2010-11

Earnings - 16.54

Outgo:

1. Import of Rawmaterials - -

2. Foreign Travel 5.82 9.54

Total Outgo 5.82 9.54

For and on behalf of the Board

Chennai V. Balasubramanian

18.01.2013 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the 21st Annual Report and the Audited Statement of Accounts for the year ended 31st March 2010.

IN RETROSPECT

The Company achieved a turnover of Rs.3891.88 lakhs during the year ended 31st March 2010 as against Rs.6463.09 lakhs in the year ended 31st March 2009 and incurred a net loss of Rs.197.62 lakhs as against a profit after tax of Rs.2.77 lakhs in the previous year. After adjusting the deferred tax liability of Rs.35.81 lakhs as against Rs.139.75 lakhs in 2008-09, the net loss amounts to Rs.233.43 lakhs as against a loss of Rs.136.98 lakhs in the previous year.

The Company continued to respond to the demand of various end users by timely supplies. The cost cutting measures continued to be vigorously pursued in 2009-2010.

PERFORMANCE OF THE COMPANY

The Companys performance during the year 2009- 2010 is summarized below:

Rs. In lakhs

2009-10 2008-09 12 months 12 months

Gross Turnover 3892 6463

Cash Accruals (77) 137

Profit/(Loss) Before Tax (198) 19

Profit After Tax (198) 2

P&L a/c balance c/f (203) 30

DIVIDEND

Your Directors do not propose any dividend including on cumulative preference shares in order to meet the working capital requirements.

RESEARCH & DEVELOPMENT

The Company has successfully developed all weather vinyl tape for different temperatures for application in automobile and telecom industries in extreme conditions. Weather surface protective adhesive films for out door application and aisle marking tapes have been well received by the market.

ENVIRONMENT, SAFETY AND ENERGY CONSERVATION.

The Company continued its focus on safety and environment protection. The Company has adequate safety measures and that there has been no accident bears testimony to the strict and vigorous implementation of various safety measures.

DIRECTORS RESPONSIBILITY STATEMENT.

The Directors affirm and declare:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) that they have selected such accounting policies and 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 and of the profit of the Company for that period.

c) that they have taken proper and sufficient care 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 they have prepared the annual accounts on a going concern basis.

TRADE RELATIONS

The Board places on record its appreciation of the support and co-operation of the Suppliers / Processors / C&F Agents, redistribution stockists, retailers and all others associated with your Company. They are its partners in its progress and your Company shares with them the rewards of growth.

PERSONNEL

The industrial relations have continued to be cordial.

EMPLOYEES

There has been no employee, employed in the Company during the year 2009-2010, requiring disclosure u/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS

The Company has not accepted any deposit from the public during the year.

CORPORATE GOVERNANCE

Your company has complied as far as feasible, with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, where the Companys shares are listed. A Report on the Corporate Governance in this regard is made as a part of this Annual Report and a Certificate from the Auditors of your Company regarding compliance of the conditions of the Corporate Governance is attached to this report. A report on the Management Discussion and Analysis is attached as a part of the report of the Board.

DIRECTORS

I. Shri.V.Venkataraman, Executive Director, resigned from the Board on 31st March 2010. The Board places on record its appreciation of the guidance and help received from him during his tenure as a Director of the Company.

IA. The term of Shri. Ashok Balasubramanian as Managing Director is due to end on 31st March 2011. A resolution to have him reappointed as Managing Director for a further period of 5 years from 1st April 2011 to 31st March 2016 is being proposed at the forthcoming annual general meeting.

AUDITORS REPORT

With reference to paragraph No.6 of the Auditors Report, it is clarified that

1. efforts are continuing to obtain the confirmation of balances from Creditors / Debtors / Unsecured Loans / Loans and advances and requests have been sent to all these parties. However, the response from many of them has not been encouraging.

AUDITORS

M/s R. Subramanian And Company, retire and offer themselves for re-appointment.

APPRECIATION

Your Directors take this opportunity to thank all employees for their loyalty and commitment.

ACKNOWLEDGEMENTS

Your Directors thank the Bankers for the excellent support rendered to the Company. The Directors wish to place on record their sincere and grateful thanks to Government of India and Governments of Tamilnadu and Puducherry for the co-operation extended to the Company.

STATUTORY PARTICULARS

Conservation of Energy:

Your Company is consistently monitoring energy use and taking necessary measures for conservation.



For and on behalf of the Board

V. Balasubramanian Chairman

Chennai 08.12.2010

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Mar 31, 2009

The Directors have pleasure in.presenting the. 20th Annual Report and the Audited Statement of Accounts for the year ended 31st March 2009.

IN RETROSPECT

The Company achieved a turnover of Rs.6463:09 lakhs during the year ended 31st March 2009 as against Rs.. 4809.07 lakhs in-the year ended 31st March-2008 and earned a net profit after tax of Rs.2,77 lakhsas against, a Profit of Rs.105.70laksh in the Previous year. After adjusting the deffered tax liability of Rs. 139.75 lakhs against Rs.22.71 lakhs in 2007-08, the net Loss amounts to Rs. 136.98 lakhs against a profit of Rs.128.41 lakhs in the previous Year.

The Company has continued to respond to the- demand of various end users by timely supplies. The cost cutting measures continued to be vigorously pursued in 2008-2009.

PERFORMANCE OF THE COMPANY

The Companys performance during the year 2008- 2009 is summarized below:

Rs. In lakhs

2008-09 2007-08 12 months 12 months

Gross turnover 6463 4809

Cash Accruals 137 269

Profit Before Tax 19 131

Profit After Tax 2 106

P&L a/c balance c/f 30 167

DIVIDEND

Your Directors do not propose any dividend including: on cumulative, preference shares in order to meet the working capital requirements.

RESEARCH & DEVELOPMENT The Company has successfully developed all weather vinyl tape for different temperatures for application in automobile and telecom industries in extreme conditions. Weather surface protective adhesive films for out door application and aisle marking tapes have been well received by the market.

ENVIRONMENT, SAFETY, AND ENERGY CONSERVATION,

The Company-continued its focus, on safety and environment protection.The Company has adequate safety measures and that there has been no accident bears testimony to the strict and vigorous implementation of various safety measures.

DIRECTORS RESPONSIBILITY STATEMENT The Directors affirm and declare:

a) that in the preparation, of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the: same.

b) that they have selected such accounting policies and applied them-consistently, arid 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 and of the profit of the Company for that period.

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding, the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that they have prepared the annual accounts on a going concern basis.

TRADE RELATIONS

The Board places on record its appreciation of the support and co-operation of the Suppliers/, Processors/ C&F Agents, redistribution stockists," retailers and "all others associated with your Company. They are its partners in its,progress and your Company shares with them the rewards of ¦growth.

PERSONNEL

. The industrial relations have continued to.be cordiai. :

EMPLOYEES

There has been no employee, employed in the Company during, the period 2008-2009, requiring disclosure u/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DEPOSITS

The Company has not accepted any deposit from the public during the year.

CORPORATE. GOVERNANCE

Your company has complied, as far as feasible, with the requirements, regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges,where the Companys shares are listed. A Report on the Corporate Governance in this regard is made as a part of this Annual Report and a Certificate from the Auditors of your Company regarding compliance of the conditions of the Corporate Governance is attached to this report. A report on the Management Discussion and Analysis, is attached as a part of the report of the Board.

DIRECTORS

Shri Ashok Mehta and Shri. Nirmalendu Biswas retire by rotation and being eligible offer themselves for re-appointmenf.

AUDITORS REPORT

With reference to paragraph No. 6 of the Auditors Report, it is clarified that : 1. efforts are continuing to obtain the confirmation of balances from Creditors /Debtors/ Unsecured Loans / Loans and advances and requests have been sent to all these parties. However, the response from many of them has not been encouraging.

AUDITORS

M/s R. Subramanian And Company, retire and offer themselves for reappointment.

APPRECIATION

Your Directors take this opportunity to thank all employees for their loyalty and commitment.

ACKNOWLEDGEMENTS.

Your Directors thank the Bankers for the excellent support rendered to the Company. The Directors wish to place on record their sincere and grateful thanks to Government of India and Governments of Tamilnadu and. Puducherry for the co-operation extended to the Company.

STATUTORY PARTICULARS

Conservation of Energy;

• Your Company is consistently monitoring energy use and taking necessary measures for conservation. ForeignExchange

Earnings & Outgo 2008-09 2007-08

(Rs.ln Lakhs) 12 months 12 months

Earnings 6.98 21.80 Outgo:

1. Import, of Raw materials 23.90

2. Foreign Travel 8.98

Total Outgo -- 32.88

For and on behalf of the Board

Chennai V. Balasubramanian

02.09.2009 Chairman