Mar 31, 2015
To,
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
Mar 31, 2014
The Members,
Sybly Industries Limited
The Directors have pleasure in presenting the 26th Annual Report along
with the Audited Statement of Accounts of the company for the financial
year ended 31st March, 2014.
FINANCIAL HIGHLIGHTS : Current Year Previous Year
(Rs.in Lacs) (Rs.in Lacs)
Sales & Receipt from Operations 7893.99 10749.20
Other Income 79.12 70.31
Operating Profit before Interest & Depreciation 330.34 500.76
Less : Interest 165.38 203.48
Gross Profit/(Loss) 164.96 297.28
Less : Depreciation 156.19 291.91
Net Profit for the Year 8.77 5.37
Less : Provision for Current Tax 1.67 1.02
Provision for Deferred Tax 5.59 3.58
Profit /(Loss) after Tax 1.51 0.77
Add : Balance Brought Forward (512.10) (512.69)
(510.59) (511.92)
Less : Appropriation 2.54 0.18
Balance Carried Over to Balance Sheet (513.13) (512.10)
DIVIDEND
Your directors have not proposed any dividend for the year under
review.
PERFORMANCE
During the period under review the sales and turnover of the Company
has decreased from Rs. 10749.20 Lacs to Rs.7893.99 Lacs. However the
net profit of the Company has increased from Rs. 0.77 Lacs to Rs. 1.51
Lacs during the period. Your directors hope for better results in the
coming financial year also.
MATERIAL CHANGES
No material change has occurred since the date of the Balance Sheet and
the date of this report, which has any adverse effect on the working of
the Company.
FUTURE OUTLOOK
After deep slowdown industrial growth is on increasing trend. The
demand for Company''s products is also increasing. As per available
indicators the current year may bring material changes towards upward
trend. Your management is hopeful for better performance.
PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 58A of the Companies Act, 1956, and the rules made thereunder.
SUBSIDIARY COMPANY
M/s Sybly International FZE, Sharjah (UAE) is the non material wholly
owned subsidiary of the company.
As per provisions of Section 212, the Statement of Accounts of the
wholly owned subsidiary companies is attached with the Balance Sheet of
the Company.
AUDITOR''S REPORT
There is no adverse qualification in the Auditor''s Report.
AUDITORS
M/s. V. S. Gupta & Company, Chartered Accountants, Meerut, Statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting. The Company has received letter from them to
the effect that their appointment, if made, would be within provisions
of section 139 of Companies Act 2013. Accordingly, M/s. V. S. Gupta &
Company, Chartered Accountants, are required to be reappointed as
Statutory Auditors of the Company at the ensuing Annual General
Meeting. Their appointment has also been recommended by the Audit
Committee.
DIRECTORS
In accordance with the provisions of the Companies Act 2013 read with
Articles of Association of the Company Mr. Nishant Mittal, Director of
the Company would retire by rotation at this Meeting and being
eligible, offer herself for reappointment.
INDEPENDENT DIRECTORS
In terms of sub-section (10) of Section 149 of the Companies Act, 2013
(effective from 01-04-2014), every listed company shall appoint
Independent Directors, who shall hold office for a term up to 5 (five)
consecutive years on the Board of a company and sub section (11) of
section 149 states that no Independent Director shall be eligible to be
appointed for more than 2 (two) consecutive terms of 5 (five) years.
Further, it may be noted that sub-section (5) of Section 149 of the
Companies Act, 2013, provides for a transitional period of one year
(from 01-04-2014) for re-appointment of the Independent Directors, if
eligible, for a consecutive period of 5 (five) years (if, it is
intended so by the Board) subject to compliance with the eligibility
and other prescribed conditions.
In compliance of Section 149 of the Companies Act, 2013, regarding
appointment of independent directors, your board have decided to
recommend the appointment of Mr. Virendra Pratap Mishra, and Mr. Lallan
Tripathi as independent directors.
KEY MANAGERIAL PERSONNEL
Mr. M.C Mittal, Managing Director and Mr. Nishant Mittal, Whole Time
Director of the Company are nominated as Key Managerial Personnel (KMP)
of the Company under the provisions of Section 203 of the Companies
Act, 2013.
DIRECTOR''S RESPONSIBILITY STATEMENT
The Board of Directors of your Company state:
i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed;
ii) that 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 at the end of the financial year and of the
profit of the Company for that period;
iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
iv) that the directors had prepared the annual accounts on a going
concern basis.
AUDIT COMMITTEE
The Audit Committee has met and reviewed the financial statements for
the financial year ended 31.03.2014 and has not given any adverse
observations. It has also recommended the re-appointment of M/s. V. S.
Gupta & Co., Chartered Accountants as statutory auditors of the
Company. Mr. M. C. Mittal, Mr. Lallan Tripathi and Mr.Virendra Pratap
Mishra are the members of the audit committee. Mr. Lallan Tripathi is
the Chairman.
VIGIL MECHANISM
The Audit Committee has established a Vigil Mechanism and adopted a
Revised Whistle-Blower Policy at its meeting held on August 12, 2014,
which provides a formal mechanism for all Directors and employees of
the Company to approach the Management of the Company (Audit Committee
in case where the concern involves the Senior Management) and make
protective disclosures to the Management about unethical behavior,
actual or suspected fraud or violation of the Company''s Code of Conduct
or ethics policy. The disclosures reported are addressed in the manner
and within the time frames prescribed in the Policy. The Company
affirms that no director or employee of the Company has been denied
access to the Audit Committee.
COST AUDITOR''S APPOINTMENT
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 2013-2014.
CORPORATE GOVERNANCE
As per clause 49 of the Listing Agreement with Stock Exchange,
Management Discussion & Analysis Report and Corporate Governance Report
is annexed as Annexure I and Annexure II & form part of the Directors''
Report.
PARTICULARS OF EMPLOYEES
During the year, there were no employees who were in receipt of
remuneration as per the provisions of Section 217 (2) (a) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The prescribed details as required as per the provisions of the Section
217(1)(c) of the Companies Act,1956 read with Companies (Disclosures of
Particulars in the Report of Board of Directors) Rules 1988, are set
out as per Form ''A'' & Form ''B'' annexed herewith.
EMPLOYEES RELATIONS
The industrial relations continued to be cordial and harmonious. Your
directors wish to place on record the appreciation for the devoted
services rendered by the Workers, Staff and executives of the Company
at all levels and other employees who have contributed to the efficient
and successful management of the Company.
LISTING.
The Equity Shares are listed at Bombay Stock Exchange Ltd. Your Company
is regular in paying listing fee to BSE.
ACKNOWLEDGEMENT
Your directors take this opportunity to offer their sincere thanks to
various departments of the Central and State Governments, Financial
Institutions, Banks and Investors for their unstinted support,
assistance and valuable guidance.
Place: Muradnagar By Order of the Board
Date : 12nd August, 2014 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
DIN : 00284866 DIN : 02766556
Mar 31, 2012
To, The Members of Sybly Industries Limited
The Directors have pleasure in presenting the 24th Annual Report along
with the Audited Statement of Accounts of the company for the financial
year ended 31It March, 2012.
FINANCIAL HIGHLIGHTS : Current
Year Previous
Year
(Rs.in
Lacs) (Rs.in
Lacs)
Sales & Receipt from Operations 7725.37 6757.49
Other Income 325.76 20.38
Operating Profit before
Interest & Depreciation 365.47 225.64
Less : Interest 234.27 232.45
Gross Profit/(Loss) 131.20 (6.81)
Less : Depreciation 292.49 296.56
Net Profit for the Year (161.29) (303.37)
Less : Provision for Current Tax - -
Provision for Deferred Tax (50.27) (87.33)
Profit /(Loss) after Tax (111.02) (216.04)
Add : Balance Brought Forward (395.85) (174.90)
(506.87) (390.94)
Less : Appropriation 5.82 4.91
Balance Carried Over to Balance Sheet (512.69) (395.85)
DIVIDEND
Due to loss during the year your directors have not proposed any
dividend.
PERFORMANCE
Your Company is trying to overcome from setback of earlier global
economic meltdown and has booked turnover increasing by 14% from the
previous year. Your directors hope for better results in the coming
financial year. No material change has occurred since the date of the
Balance Sheet and the date of this report, which has any adverse effect
on the working of the Company.
FUTUREOUTLOOK
After deep slowdown industrial growth is on increasing trend. The
demand for Company's products is also increasing. As per available
indicators the current year may bring material changes towards upward
trends. Your management is hopeful for better performance.
PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 58A of the Companies Act, 1956, and the rules made there under.
SUBSIDIARY COMPANY
M/s. Sybly International FZE, Sharjah (UAE) is the wholly owned
subsidiary of the company.
As per provisions of Section 212, the Statement of Accounts of the
wholly owned subsidiary company is attached with the Balance Sheet
of the Company.
AUDITOR'S REPORT
There is no adverse qualification in the Auditor's Report.
AUDITORS
M/s. V. S. Gupta & Company, Chartered Accountants, Meerut, Statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting. The Company has received letter from them to
the effect that their appointment, if made, would be within the limits
prescribed U/s 224(1B) of the Companies Act, 1956. Accordingly, M/s. V.
S. Gupta & Company, Chartered Accountants, are required to be
reappointed as Statutory Auditors of the Company at the ensuing Annual
General Meeting. Their appointment has also been recommended by the
Audit Committee.
DIRECTORS
Mr. M. C. Mittal will retire at the ensuing Annual General Meeting of
the Company and being eligible, offer himself for reappointment. Your
directors recommend his reappointment.
Mr. Lallan Tripathi was appointed as an additional independent director
w.e.f. 01.06.2012 by the Board.
Mr. Nishant Mittal was appointed as an additional executive director
w.e.f. 28.08.2012 by the Board.
Mr. M.K. Gupta resigned form the Board w.e.f. 01.06.2012. Board would
like to place on record its appreciation for the valuable services
rendered during his period.
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors of your Company state :
i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed;
ii) that 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 at the end of the financial year and of the
loss ofthe Company for that period;
iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
iv) that the directors had prepared the annual accounts on a going
concern basis.
AUDIT COMMITTEE
The Audit Committee has met and reviewed the financial statements for
the financial year ended 31.03.2012 and has not given any adverse
observations. It has also recommended the re-appointment of M/s. V. S.
Gupta & Co., Chartered Accountants as statutory auditors of the
Company. Mr. V. P. Mittal ceased to be a member consequent upon his sad
demise on 16.05.2011. Mr. M. C. Mittal, Mr. Mahendra Kumar Gupta and
Mr.Virendra Pratap Mishra are the members of the audit committee. Mr.
Virendra Pratap Mishra is the Chairman.
COST AUDITOR'S APPOINTMENT
The Department of Company Affairs has, vide its letter
No.52/761/CAB-2000 dated 10.08.2000, ordered to get the cost accounts
of the Company audited. Your directors have appointed M/s. M. K.
Singhal & Co., Cost Accountants as the Cost Auditors of the Company for
the financial year 2012-2013.
CORPORATE GOVERNANCE
As per clause 49 of the listing agreement with Stock Exchange,
Management discussion & Analysis Report and Corporate Governance Report
is annexed & form part of the Director's Report.
PARTICULARS OF EMPLOYEES
There was no employee receiving remuneration during the year in excess
of limits prescribed u/s 217 (2) (a) of the Companies Act, 1956, and
the relevant rules made there under.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The prescribed details as required u/s 217(1)(e) of the Companies Act
1956 read with Companies (Disclosures of Particulars in the Report of
Board of directors) Rules 1988, are set out as per Form 'A' & Form 'B'
annexed herewith.
EMPLOYEES RELATIONS
The industrial relations continued to be cordial and harmonious. Your
directors wish to place on record the appreciation for the devoted
services rendered by the Workers, Staff and executives of the Company
at all levels and other employees who have contributed to the efficient
and successful management of the Company.
LISTING
The Equity Shares are listed at Bombay Stock Exchange Ltd. Your Company
is regular in paying listing fee to BSE. ACKNOWLEDGEMENT
Your directors take this opportunity to offer their sincere thanks to
various departments of the Central and State Governments, Financial
Institutions, Banks and Investors for their unstinted support,
assistance and valuable guidance.
Place: Muradnagar By Order of the Board
Date : 28th August, 2012 For Sybly Industries Limited
Registered Office:
Pawan Puri, Near Canal Sd/-
Muradnagar. 201206 Satya Prakash Mittal
Distt. Ghaziabad (U.P.) Chairman
Mar 31, 2010
The Directors havepleasure in presenting the 22rd Annual Report
along with the Audited Statement of Accountsof the company for the
financial year ended 31th March, 2010.
FINANCIAL HIGHLIGHTS: Current Year Previous Yer
(Rs.in Lacs) (Rs.in Lacs)
Sales & Receipt from Operations 6021.05 5784.01
Other Income 134.96 134.62
Operating Profit before Interest &
Depreciation 382.47 270.36
Less: Interest 237.56 241.81
Gross Profit 144.91 28.55
Less: Depreciation 300.10 293.94
Net Profit for the Year (155.19) (265.39)
Less: Fringe Benefit Tax - 1.08
Provision for Current Tax - -
Provision for Deferred Tax (127.84) (15.95)
Profit/(Loss) after Tax (27.35) (250.52)
Add: Balance Brought Forward (138.06) 115.01
(165.41) (135.51)
Less: Appropriation 9.49 2.55
Balance Carried Over to Balance Sheet (174.90) (138.06)
DIVIDEND
Due to loss during the year your directors have not proposed any
dividend.
PERfQRMANCE
Due to last year global economic meltdown SME sector and Medium Level
Corporate were affected very badly. However, your Company is trying to
overcome from this situation and booked turnover increasing by 4% from
the previous year. Your directors hope for better results in the coming
financial year. No material change has occurred since the date of the
Balance Sheet and the date of this report, which has any adverse effect
on the working of the Company,
FUTURE OUTLOOK
After deep slowdown industrial growth is on increasing trend. The
demand for Companys products is also increasing. As per available
indictors the current year may bring material changes towards upward
trend. Your management is hopeful for better performance.
PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 58A of the Companies Act, 1956, and the rules made thereunder.
SHARE CAPITAL
There is no change in Share Capital of the Company during the year.
However, out of 4,35,00,000 Convertible Warrants issued on 28.03.2008,
only 5,00,000 warrants were converted on receipt of call money.
4,30,00,000 warrants were forfeited as per SEBI Guidelines and
Regulations due to non receipt of call money within 18 months from the
date of allotment.
SUBSIDIARY COMPANY
During the year M/s. Vartex Fabrics Pvt. Ltd. was ceased to be
subsidiary of the company since February 2010 and M/s. Sybly
International FZE, Sharjah (UAE) became subsidiary of the company
w.e.f. 30.12.2009.
As per provisions of Section 212, the Statement of Accounts of the
wholly owned subsidiary companies are attached with the Balance Sheet
of the Company.
AUDITORS REPORT
There is no adverse qualification in the Auditors Report.
AUDITORS
M/s. V. S. Gupta & Company, Chartered Accountants, Meerut, Statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting. The Company has received letter from them to
the effect that their appointment, if made, would be within the limits
prescribed U/s 224(1B) of the Companies Act, 1956. Accordingly, M/s.
V.S.Gupta & Company, Chartered Accountants, are required to be
reappointed as Statutory Auditors of the Company at the ensuing Annual
General Meeting. Their appointment has also been recommended by the
Audit Committee.
DIRECTORS
Mr. Virendra Pratap Mishra was appointed as Additional Director of the
Company by the Board w.e.f. 30.10.2009 and his appointment is to be
regularized at this AGM and Mr. S. K. Goel resigned w.e.f. 28.10.2009
from directorship of the Company. The Directors placed on record their
sincere appreciation to Mr. S. K. Goel for the guidance and
contribution given by him during his tenure as a member of the Board.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr.S.P. Mittal will retire at
the ensuing Annual General Meeting and being eligible, offer himself
for re-appointment.
Mr. M. C. Mittal was appointed as Managing Director w.e.f. 18.05.2010
and Mr. S. P. Mittal was appointed as Whole Time Director of the
Company w.e.f. 01.10.2009. Your directors recommend their
reappointments for the approval of shareholders.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of your Company state:
i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed;
ii) that 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 at the end of the financial year and of the
loss of the Company for that period;
iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
iv) that the directors had prepared the annual accounts on a going
concern basis.
AUDIT COMMITTEE
The Audit Committee consists of Mr. V.P. Mittal, Mr. M.K. Gupta and Mr.
M.C. Mittal as its members with Mr. V.P. Mittal as its Chairman. The
audit committee has met and reviewed the financial statements for the
financial year ended 31.03.2010 and has not given any adverse
observations. It has also recommended the re-appointment of M/s. V. S.
Gupta & Co., Chartered Accountants as statutory auditors of the
Company. Details regarding composition of the Audit Committee are given
in report on Corporate Governance.
COSTAUDITORSAPPOINTMENT
The Department of Company Affairs has, vide its letter
No.52/761/CAB-2000 dated 10.08.2000, ordered to get the cost accounts
of the Company audited. Your directors have appointed M/s. M.K.Singhal
& Co., Cost Accountants as the Cost Auditors of the Company for the
financial year 2010-2011.
CORPORATE GOVERNANCE
As per clause 49 of the listing agreement with Stock Exchange,
Management discussion & Analysis Report and Corporate Governance Report
is annexed & form part of the Directors Report.
The details of remuneration of Managing Director as required pursuant
to the provisions of schedule XIII part II, Section 11(B) is given in
corporate governance report.
PARTICULARS OF EMPLOYEES
There was no employee receiving remuneration during the year in excess
of limits prescribed u/s 217 (2) (a) of the Companies Act, 1956, and
the relevant rules made there under.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
AND OUTGO
The prescribed details as required u/s 217( 1 )(e) of the Companies Act
1956 read with Companies (Disclosures of Particulars in the Report of
Board of directors) Rules 1988, are set out as per Form A & Form B
annexed herewith.
EMPLOYEES RELATIONS
The industrial relations continued to be cordial and harmonious. Your
directors wish to place on record the appreciation for the devoted
services rendered by the Workers, Staff and executives of the Company
at all levels and other employees who have contributed to the efficient
and successful management of the Company.
LISTING
The GDR is used by the company are listed at Luxembourg Stock Exchange
and Equily shares are listed at Bombay Stock Exchange Ltd. Your
Company is regular in paying listing fee to BSE.
ACKNOWLEDGEMENT
Your directors take this opportunity to offer their sincere thanks to
various departments of the Central and State Governments, Financial
Institutions, Banks and Investors for their unstinted support,
assistance and valuable guidance.
Place: Muradnagar By Order of the Board
Date : 30th June, 2010 For Sybly Industries Limited
Registered Office:
Pawan Puri, Near Canal Sd/-
Muradnagar. 201206 Vimal Prakash Mittal
Distt. Ghaziabad (U.P.) Chairman