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The Members,
The Directors are pleased to present the 27TH Annual Report on the
business and operations of the Company along with Audited Statement of
Accounts for the Financial Year ended March 31, 2015.
1. FINANCIAL RESULTS
The financial performance of the Company for the financial Year ended
on 31st March 2015 is as follows:
(Audited) (In Rs. In Lacs)
For the year For the year
Ended 31.03.2015 Ended 31.03.2014
Receipt from Operations 8286.24 7893.99
Other Income 82.46 79.12
Operating Profit before Interest
& Depreciation 214.59 330.34
Less : Interest 160.62 165.38
Gross Profit/(Loss) 53.97 164.96
Less : Depreciation 38.50 156.19
Net Profit for the Year 15.47 8.77
Less : Provision for Current Tax 2.94 1.67
Provision for Deferred Tax 8.12 5.59
Profit /(Loss) after Tax 4.71 1.51
Add : Balance Brought Forward (513.13) (512.10)
(508.42) (510.59)
Less : Appropriation 0.49 2.54
Balance Carried Over to Balance Sheet (508.91) (513.13)
2. FINANCIAL HIGHLIGHTS
During the period under the sales and turnover of the Company has
increased from Rs. 7893.99 Lacs to Rs. 8266.24 Lacs.
However the net profit after Tax of the Company has increased from Rs.
1.51 Lacs to Rs. 4.71 Lacs. Your directors hope for better results in
the coming financial years
3. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the Business during the Financial
year under review.
4. STATEMENT OF AFFAIRS
The paid up Equity Share Capital as at March 31, 2015 stood at Rs.
40,71,61,000/-. During the year under review, the Company has not
issued shares with differential voting rights nor has granted any stock
options or sweat equity.
After deep slowdown industries growth is on increase trend. The demand
for Company's product is also increasing. Your management is hopeful
for better performance.
5. DIVIDEND
As there are no sufficient appropriable profits, Your Board do not
recommend any dividend for the financial year 2014-15.
6. TRANSFER TO RESERVE
During the year under review, the company has not transferred any
amount to the General Reserves.
7. MATERIAL CHANGES
No material change and commitments have occurred between the end of the
financial year of the Company to which the financial statements relate
and the date of the report, which may affect the financial position of
the Company.
8. NUMBER OF BOARD MEETINGS HELD
The Board of Directors duly met 8 times during the financial year from
1st April, 2014 to 31st March, 2015. The dates on which the meetings
were held are as follows:
24TH April, 2014, 30TH May, 2014, 8TH July, 2014, 12th August, 2014,
30th September, 2014, 12th November, 2014, 01st January, 2015, and 12th
February, 2015.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the requirements of the Companies Act, 2013 and the
Company's Articles of Association, Mrs. Mamta Garg, Director of the
Company, retires by rotation and shown her willingness for
Re-appointment.
Mr. Nishant Mittal was appointed as a Whole time director of the
companies for a period of three years with effect from 28th August,
2012.
The board of director at its Meeting held on 7th August, 2015, has
re-appointed him as a Whole time Director of the company for a further
period of three years with effect from 28th August,2015, subject to the
approval of the members at the forthcoming Annual General Meeting.
Ms Gayatri Gopinath resigned from the Position of the Company Secretary
of the Company w.e.f.- 09.07.2014.
Ms. Varsha Choudhary (ACS- 37021) who was appointed as Company
Secretary of the Company on 01.01.2015, resigned w.e.f. 31.05.2015 and
thereafter Board Appointed Mr. Sahil Agarwal (ACS - 36817) as a Company
Secretary cum Compliance Officer of the Company w.e.f. 01.06.2015.
10. DECLARATION BY INDEPENDENT DIRECTORS
The Independent directors have submitted their disclosure to the Board
that they fulfill all the requirements as to qualify for their
appointment as an Independent Director under the provisions of Section
149 read with Schedule IV of the Companies Act, 2013. The Board
confirms that the independent directors meet the criteria as laid down
under the Companies Act, 2013.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, to the best of
their knowledge and ability, confirm that :
i. in the preparation of annual accounts the applicable accounting
standards had been followed and there are no material departures.
ii. the directors had 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 as at the end of the financial year and of the profit of
the Company for that period;
vi. the directors had prepared the annual accounts on a going concern
basis;
v. the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and are operating effectively; and
vi. the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE/ FINANCIAL POSITION OF
THE SUBSIDIARY
M/s Sybly International FZE, Sharjah (UAE) is the non material wholly
owned subsidiary of the Company.
The Member may refer for the financial statement of the subsidiary in
Form AOC-1 is given in the Annexure-A to this Boards report as required
under the provisions of section 129(3) of the Companies Act, 2013.
13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future.
14. DISCLOSURES REQUIRED WITH RESPECT TO SECTION 197(12) OF THE
COMPANIES ACT, 2013 PARTICULARS OF EMPLOYEES
The statement containing particulars of employees as required under
section 197(12) of the Companies Act, 2013 read with rule 5 of the
Companies (Appointment of Managerial Personnel) Rules, 2014 is given in
an Annexure-B and forms part of this Board Report.
15. RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company
has developed and implement the Risk Management Policy for the Company
including identification therein of elements of risk, if any, which is
in the opinion of the Board may threaten the existence of the Company.
These are discussed at the meeting of the Audit Committee and the Board
of Directors of the Company.
At present the Company has not identified any element of risk which may
threaten the existence of the Company.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act, 2013
every company having net worth of rupees five hundred crore or more, or
turnover of rupees one thousand crore or more or a net profit of rupees
five crore or more during any financial year shall constitute a
Corporate Social Responsibility Committee of the Board and shall
formulate a Corporate Social Responsibility Policy. Your Company is not
falling under the preview of said section during the year.
17. BOARD EVALUATION
Section 178 and Section 134 read with the Rules made thereunder
mandates that the Board shall monitor and review the Board evaluation
framework. It states that a formal annual evaluation needs to be made
by the Board of its own performance and that of its committees and
individual directors. Schedule IV of the Companies Act, 2013 states
that the performance evaluation of independent directors shall be done
by the entire Board of Directors, excluding the director being
evaluated.
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
criteria for performance evaluation of directors cover the areas
relevant to their functioning as member of Board or its Committees
thereof. The evaluation criteria(s) involved size and composition
(executive, non-executive, independent members and their background in
terms of knowledge, skills and experience. The Board approved the
evaluation results as collated by the Nomination and Remuneration
Committee.
18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable
financial disclosures.
The Company's Internal Control Systems are commensurate with the nature
of its business and the size and complexity of its operations. It
comprises audit and compliance by internal audit checks by M/s K. Kant
and Co., Internal Auditors of the Company.
The Internal Auditors independently evaluate the adequacy of internal
controls and concurrently audit the financial transactions and review
various business processes. Independence of the Internal Auditors and
therefore compliance is ensured by the direct report of internal audit
division and Internal Auditors to the Audit Committee of the Board.
19. AUDIT COMMITTEE
As per the provisions of Section 177 of the Companies Act, 2013 your
Company has Constituted Audit committee. The Company's Audit Committee
comprise of majority of the Independent Directors. All the members of
the Committee have relevant experience in financial matters. The
details of the composition of the Committee are set out in the
following table:
S.
No. Name Designation
1. Mr. Lallan Tripathi Chairman & Independent Director
2. Mr. Virendra Pratap Mishara Member & Independent Director
3. Mr. M. C. Mittal Members & Managing Director
20. NOMINATION AND REMUNERATION COMMITTEE
As per the provisions of Section 178 of the Companies Act, 2013 your
Company has Constituted Nomination and Remuneration committee. The
Company's Nomination and Remuneration Committee comprise of all non
executive Directors out of which two Non Executive Independent
Director. The details of the composition of the Committee are set out
in the following table:
S.
No. Name Designation
1. Mr. Lallan Tripathi Chairman & Independent Director
2. Mr. Virendra Pratap Mishara Member & Independent Director
3. Mrs. Mamta Garg Member & Director
21. POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION
The Policy of the Company on Directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section
(3) of Section 178 of the Companies Act, 2013, adopted by the Board, is
available on the website of the Company.
(http://sybly.com/wp-content/uploads/2015/05/Nomination_Remuneration_
Policy.pdf).
We affirm that the remuneration paid to the directors is as per the
terms laid out in the nomination and remuneration policy of the
Company.
22. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has formulated a Vigil Mechanism Policy to encourage all
employees and directors of the Company to report any unethical
behaviour, actual or suspected fraud or violation of the Code of the
Company and to provide a secure environment to such employees acting in
good faith and safeguarding them from any adverse action by the
management. This policy is in line with the requirements of the
provisions of the section 177(9) of the Companies Act, 2013, read with
rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014.
The Vigil Mechanism is available on the website of the Company.
http://sybly.com/wp-content/uploads/2015/05/Whistle_Blower_Policy.pdf
(http://sybly.com/wp-content/uploads/2015/05/Nomination_Remuneration
_Policy.pdf).
We affirm that the remuneration paid to the directors is as per the
terms laid out in the nomination and remuneration policy of the
Company.
22. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has formulated a Vigil Mechanism Policy to encourage all
employees and directors of the Company to report any unethical
behaviour, actual or suspected fraud or violation of the Code of the
Company and to provide a secure environment to such employees acting in
good faith and safeguarding them from any adverse action by the
management. This policy is in line with the requirements of the
provisions of the section 177(9) of the Companies Act, 2013, read with
rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014.
The Vigil Mechanism is available on the website of the Company.
http://sybly.com/wp-content/uploads/2015/05/Whistle_Blower_Policy.pdf
23. DEPOSIT FROM PUBLIC
The company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
24. STATUTORY AUDITORS & STATUTORY AUDITORS' REPORT
M/s V. S. Gupta. & Co., Chartered Accountants, (Firm Registration No:
00724C) who are Statutory Auditors of the Company hold office up to the
forthcoming Annual General Meeting and are recommended for
reappointment to audit the accounts of the Company for the financial
year 2015-16. As required under the provisions of Section 139 of the
Companies Act, 2013, the Company has obtained written confirmation from
M/s V. S. Gupta & Co. that their appointment, if made, would be in
conformity with the limits specified in the said Section.
Auditors Report in respect of the Financial Statements of 31.03.2015
does not contain any observation/adverse remark. There for does not
warrant any further comments, explanation from the Board of Directors.
25. SECRETARIAL AUDITORS & SECRETARIAL AUDITORS' REPORT
The Board has appointed M/s D. K. Gupta & Co., Practicing Company
Secretaries, to conduct Secretarial Audit in accordance with the
provision of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, for
the financial year ended March 31, 2015. . The Secretarial Audit Report
for the financial year 2014-15 is Annexure-C with Board Report.
The Secretarial Auditor has given two observations. One, pertaining to
signing of Directors Report and other one is regarding compliance of
section 180(1)(a) and 180(1)(c) of the Companies Act, 2013. In this
regard, it is hereby clarified that the first one is a clerical error.
Mr. MC Mittal, Managing Director, was the chairman of the meeting at
which the Board report was approved. But, due to oversight his
designation under his signature is mentioned as Managing Director
instead of Chairman and Managing Director. In relation to the other
observation, it is clarified that the passing of resolution as Ordinary
Resolution instead of Special Resolution, may make the resolutions non
operative but do not create any malafide /wrong doing at the end of the
management as these acts are not void-ab-intio. Your management will
place the matter before the members again, seeking approval by way of
Special Resolution. As far as the mentioning of resolution as Special
Resolution instead of Ordinary Resolution in Form MGT 14 is concerned,
it is again an act of oversight. Whereas, the documents filed with such
form indicates that the resolution passed was not a Special Resolution.
26. COST AUDITOR
Pursuant to relevant provisions of the Companies Act, 2013, the Board
has appointed M/s. M. K. Singhal & Co., Cost Accountants, as the Cost
Auditors of the Company for the financial year 2014-2015.
27. LISTING OF SHARES
Equity Shares of the Company are listed on Bombay Stock Exchange
Limited. Company has complied with all the requirement of listing
agreement during the period of review. Listing Fee stands paid for &
upto-date (2014-15).
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
29. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required under section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in
the Annexure-D to this report.
30. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9, as required under Section 92 of the Companies Act, 2013, is
included in this Report as Annexure-E and forms an integral part of
this Board Report.
31. RELATED PARTY TRANSACTIONS
There are no transaction with related parties falls under the scope of
Section 188(1) of the Act. Information on transaction with related
parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in Annexure -F in form
AOC-2 and the same focus part of this report.
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 49 of the Listing Agreements with Stock
Exchanges, the Management Discussion and Analysis Report is including
in this Report as Annexure-G and forms an integral part of this Board
Report.
33. CORPORATE GOVERNANCE
As per clause 49 of the Listing Agreement with Stock Exchange,
Corporate Governance Report as Annexure -H & form part of the
Directors' Report.
34. ACKNOWLEDGEMENT
The Board of Directors acknowledges with gratitude the co-operation
extended by the Compay's Bankers and also appreciates the continued
trust and confidence reposed by the Shareholders in the management.
They also place on record their appreciation for the valuable
contribution and whole hearted support extended by the Company's
employees at all levels.
Place: Muradnagar by Order of the Board
Date : 7thAugust, 2015 For Sybly Industries Limited
Registered Office:
Pawan Puri, Muradnagar. Sd/- Sd/-
Distt. Ghaziabad (U.P.)-201206 (Mahesh Chand Mittal) (Nishant Mittal)
Managing Director Whole Time
Director & CFO
DIN : 00284866 DIN : 02766556
Residential Add.:
Flat No.603, Residential
Add.: Flat
No.603,
OC-2, Orange County, OC-2, Orange
County,
Ahinsa Khand-1, Ahinsa Khand-1,
Indirapuram,
Ghaziabad, 201014 Indirapuram,
Ghaziabad,201014 |