BOARD'S REPORT To, The Members, Your 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. 2. FINANCIAL HIGHLIGHTS During the period under the sales and turnover of the Company has increased from Rs. 7893.99 Lacs toRs. 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. 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. 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. 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. 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. 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: 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. 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>). 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. by Order of the Board For Sybly Industries Limited Sd/- (Mahesh Chand Mittal) Managing Director DIN : 00284866 Sd/- (Nishant Mittal) Whole Time Director & CFO DIN : 02766556 Residential Add.: Flat No.603, OC-2, Orange County, Ahinsa Khand-1, Indirapuram, Ghaziabad, 201014 Place: Muradnagar Date : 7thAugust, 2015 Registered Office: Pawan Puri, Muradnagar. Distt. Ghaziabad (U.P.)-201206 |