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Sybly Industries Ltd.

BSE: 531499 Sector: Industrials
NSE: N.A. ISIN Code: INE080D01034
BSE LIVE 15:40 | 18 Aug 4.19 -0.23
(-5.20%)
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4.30

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.30
PREVIOUS CLOSE 4.42
VOLUME 39781
52-Week high 14.50
52-Week low 3.85
P/E 7.62
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.30
CLOSE 4.42
VOLUME 39781
52-Week high 14.50
52-Week low 3.85
P/E 7.62
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sybly Industries Ltd. (SYBLYINDS) - Director Report

Company director report

BOARD'S REPORT

To the Members

Your Directors are pleased to present the 28th Annual Report on the business andoperations of the Company along with Audited Statement of Accounts for the Financial Yearended March 31 2016.

1. FINANCIAL RESULTS

The standalone financial performance of the Company for the financial Year ended 31stMarch 2016 is as follows:

(Audited) (Rs. in Lac)

PARTICULARS For The Year For the Year
Ended 31.03.2016 Ended 31-03-2015
Receipt from Operations 6930.46 8286.24
Other Income 203.98 82.46
Operating Profit Before Interest & Depreciation 223.81 214.59
Less : Interest 177.73 160.62
Gross Profit / (Loss) 46.08 53.97
Less : Depreciation 35.89 38.50
Net Profit for the year 10.19 15.47
Less : Provision for Current Tax 1.94 2.94
Provision for Deferred Tax 4.98 8.12
Profit / (Loss) After Tax 3.27 4.71
Add : Balance Brought Forward (508.91) (513.13)
(505.64) (508.42)
Less : Appropriation (2.56) (0.49)
Balance Carried Over to Balance Sheet (508.20) (508.91)

2. FINANCIAL HIGHLIGHTS

During the period under review turnover of the Company declined from Rs. 8266.24 Lac toRs. 6930.46 Lac i.e. a decline of 16.36%. Consequently the net profit after Tax alsodeclined from Rs. 4.71 Lac to Rs. 3.27 Lac resulting in a decline of 30.6%. Your directorshope for better results in the coming years.

3. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the Business during the Financial year underreview.

4. STATEMENT OF AFFAIRS

During the year under review your company has experimented by using recycled polyesterfibre and successfully produced quality yarn. This yarn has been well accepted in themarket. By manufacturing yarn from recycled fibre the profitability margins have alsoimproved. This way your company has also joined companies which are environment friendly.Big brands like ADDIDAS are getting their products manufactured using recycled yarn.

RESTRUCTURING PLAN

Your directors have approved a Composite Scheme of Arrangement which includes demergerand merger under which non preforming assets of the company will be transferred to anothercompany and two small companies which are in the same line of activities and which belongto the promoters will be merged with your company. The idea is that the company will focuson core activity of manufacturing polyester yarn. An application in this regard hasalready been made with BSE seeking approval.

5. CAPITAL STRUCTURE

As at 31 March 2016 the paid–up share capital of the Company stood at Rs.407161000 consisting of 40716100 equity shares of face value of Rs.10 each fullypaid–up. During the year under review the Company has neither issued any equityshares nor issued any shares with differential voting rights nor has granted any stockoptions or sweat equity.

After deep slowdown industries growth is on increase trend. The demand for Company'sproduct is also increasing. Your management is optimistic for growth in near future.

6. DIVIDEND

As there are insufficient appropriable profits in the Company Your Board do notrecommend any dividend for the financial year 2015-16.

7. TRANSFER TO RESERVE

During the year under review the company has not transferred any amount to the GeneralReserves.

8. MATERIAL CHANGES

No material change and commitments have occurred between the end of the financial yearof the Company to which the financial statements relate and the date of the report whichmay affect the financial position of the Company.

9. NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 6 times during the financial year from 1st April 2015to 31st March 2016. The dates on which the meetings were held are as follows:

TH th h th th th

30 May 2015 07 August 2015 24 September 2015 09 November 2015 10 February 2016and 28 March 2016.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors at its meeting held on 26th May 2016 appointed Mr. Dhan PalJain (DIN 07514659) as an additional director (Independent). His tenure is upto theconclusion of forthcoming AGM. The Board at its meeting held on 11 August 2016 on therecommendation of Nomination and Remuneration committee has appointed of Mr. Dhan Pal Jainas an Independent Director for a tenure of 5 years from 26.05.2016 to 25.05.2021 subjectto the approval of shareholders in the ensuing Annual General Meeting.

In accordance with the requirements of the Companies Act 2013 and the Company'sArticles of Association Mr. Nishant Mittal Whole Time Director & CFO of the Companyretires by rotation and being eligible offers himself for re-appointment.

Mr. Virendra Pratap Mishra resigned from the Position of the Independent Director ofthe Company w.e.f.- 26.05.2016. Your board would like to place on record its appreciationfor the valuable services rendered by him during his tenure as a director.

Mr. Mahesh Chand Mittal has been re-appointed as managing Director w.e.f. 18 May 2016for a tenure of 3 years subject to the approval of shareholders in ensuing Annual GeneralMeeting.

11. DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of Section 149 read with Schedule IV of the Companies Act2013 and regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Board confirms that the independent directors meet the criteria aslaid down under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

12. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 to the best of their knowledgeand ability confirm that :

i. in the preparation of annual accounts the applicable accounting standards had beenfollowed and there are no material departures.

ii. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year andof the profit of the Company for that period;

iii. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

iv. 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 thecompany and that such internal financial controls are adequate and are operatingeffectively; and

vi. the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE/ FINANCIAL POSITION OF THE SUBSIDIARY

M/s Sybly International FZE Sharjah (UAE) is the non material wholly owned subsidiaryof the Company.

The Member may refer to Form AOC-1 (attached as Annexure- A under the provisions ofsection 129(3) of the Companies Act 2013.) for the financial statement of the subsidiary.

Performance highlight of Subsidiary

A summary of consolidated financial performance for Financial Year 2015- 2016consolidating the results of wholly owned subsidiary SYBLY FZE INTERNATIONAL

(In Rs. In Lac)

PARTICULARS For the Year Ended 31.03.2016 For the Year Ended 31.03.2015
Total Income 7134.45 8368.70
Interest and Finance Charges 178.21 161.06
Operating Expenses 6948.1 8390.18
Loan Losses and Provisions
Profit Before Tax 8.14 (182.54)
Profit After Tax 1.22 (193.29)

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING

THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

15. DISCLOSURES REQUIRED WITH RESPECT TO SECTION 197(12) OF THE COMPANIES ACT 2013PARTICULARS OF

EMPLOYEES

The statement containing particulars of employees as required under section 197(12) ofthe Companies Act 2013 read with rule 5 of the Companies (Appointment of ManagerialPersonnel) Rules 2014 is given in an Annexure-B and forms part of this Report.

16. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act 2013 the Company has developed andimplement the Risk Management Policy for the Company including identification therein ofelements of risk if any which is in the opinion of the Board may threaten the existenceof the Company.

These are discussed at the meeting of the Audit Committee and the Board of Directors ofthe Company.

At present the Company has not identified any element of risk which may threaten theexistence of the Company.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act 2013 every companyhaving net worth of rupees five hundred crore or more or turnover of rupees one thousandcrore or more or a net profit of rupees five crore or more during any financial year shallconstitute a Corporate Social Responsibility Committee of the Board and shall formulate aCorporate Social Responsibility Policy. Your Company is not falling under the preview ofsaid section during the year.

18. FORMAL ANNUAL EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as:

• Board dynamics and relationships

• Information flows

• Decision-making

Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees' effectiveness

• Peer evaluation

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated. The evaluation of all the directors and the Board as a whole was conductedbased on the criteria and framework adopted by the Board and as collated by Nomination andRemuneration Committee and expressed its satisfaction.

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

The Company's Internal Control Systems are commensurate with the nature of its businessand the size and complexity of its operations. It comprises audit and compliance byinternal audit checks by M/s K. Kant and Co. Internal Auditors of the Company.

The Internal Auditors independently evaluate the adequacy of internal controls andconcurrently audit the financial transactions and review various business processes.Independence of the Internal Auditors and therefore compliance is ensured by the directreport of internal audit division and Internal Auditors to the Audit Committee of theBoard.

20. AUDIT COMMITTEE

As per the provisions of Section 177 of the Companies Act 2013 your Company hasConstituted Audit committee. The Company's Audit Committee comprise of majority of theIndependent Directors. All the members of the Committee have relevant experience infinancial matters. The details of the composition of the Committee are set out in thefollowing table:

S.No. Name Designation
1. Mr. Lallan Tripathi Chairman (Independent Director)
2. Mr. Virendra Pratap Mishra* Member (Independent Director)
3. Mr. Mahesh Chand Mittal Member (Managing Director)
4. Mr. Dhan Pal Jain** Member (Independent Director)

* Mr. Virendra Pratap Mishra resigned from the Position of the Independent Director ofthe Company w.e.f. 26.05.2016.

** Mr. Dhan Pal Jain was appointed as a member w.e.f. 26.05.2016.

21. NOMINATION AND REMUNERATION COMMITTEE

As per the provisions of Section 178 of the Companies Act 2013 your Company hasConstituted Nomination and Remuneration committee. The Company's Nomination andRemuneration Committee comprise of all non executive Independent Directors. The details ofthe 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 Mishra* Member (Independent Director)
3. Mrs. Mamta Garg Member (Independent Director)
4. Mr. Dhan Pal Jain** Member (Independent Director)

* Mr. Virendra Pratap Mishra resigned from the Position of the Independent Director ofthe Company w.e.f. 26.05.2016.

** Mr. Dhan Pal Jain was appointed as a member w.e.f. 26.05.2016.

22. POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Companies Act2013 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 inthe nomination and remuneration policy of the Company.

23. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has formulated a Vigil Mechanism Policy to encourage all employees anddirectors of the Company to report any unethical behaviour actual or suspected fraud orviolation of the Code of the Company and to provide a secure environment to such employeesacting in good faith and safeguarding them from any adverse action by the management. Thispolicy is in line with the requirements of the provisions of the section 177(9) of theCompanies 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

24. DEPOSIT FROM PUBLIC

The company has neither any outstanding deposit nor accepted any deposits from publicduring the period under review and as such no amount on account of principal or intereston deposits from public was outstanding as on the date of the balance sheet.

25. STATUTORY AUDITORS & AUDITOR'S REPORT

The Statutory Auditors of the Company M/s V. S. Gupta & Co. CharteredAccountants Meerut (Firm Regn No: 00724C) hold office till the conclusion of the ensuingAnnual General Meeting of the Company and being eligible offer themselves forre-appointment. The Company has received their written consent and certificate that theymeet the criteria provided under Section 141 of the Companies Act 2013 and that theappointment if made shall be in accordance with the applicable provisions of theCompanies Act 2013 and rules framed thereunder. The Audit Committee and the Board ofDirectors recommends the re-appointment of M/s V. S. Gupta & Co. CharteredAccountants as the Auditors of the Company in relation to the financial year 2016-17. There-appointment proposed is within the time frame for transition under the third provisionto sub-section (2) of Section 139 of the Companies Act 2013. Auditors Report does notcontain any qualification; hence same does not call for any explanation.

26. SECRETARIAL AUDITORS & SECRETARIAL AUDITORS' REPORT

The Board had appointed M/s D. K. Gupta & Co. (CP No. 3599) Practicing CompanySecretaries to carry out Secretarial Audit in accordance with the provisions of Section204 of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 for the financial year ended March 31 2016. TheSecretarial Audit Report for the financial year ended March 31 2016 has been obtained anddoes not contain any qualification which requires any comments from the Board. TheSecretarial Audit Report for financial year ended March 31 2016 is annexed to this reportas Annexure C.

27. COST AUDITOR

Pursuant to relevant provisions of the Companies Act 2013 the Board has appointedM/s. M. K. Singhal & Co. Cost Accountants on the recommendation of Audit Committeeas the Cost Auditors of the Company for the financial year 2015-2016.

Pursuant to the provisions of Section 148 of the Companies Act 2013 and the Rules madethereunder Members are requested to consider the ratification of the remuneration payableto M/s . M. K Singhal & Co. Cost Accountants.

28. LISTING OF SHARES

Equity Shares of the Company are listed on BSE Limited. Company has complied with allthe requirement of listing agreement during the period of review. Listing Fee has beenpaid for the Financial Year 2015-16 and 2016-17.

29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

Details of loans and guarantees covered under the provisions of section 186 of theCompanies Act2013 given in the Notes to the Financial Statements.

30. 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 Rule8 of the Companies (Accounts) Rules 2014 is given in the Annexure-D to this report.

31. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT–9 asrequired under Section 92(3) of the Companies Act 2013 is included in this Report asAnnexure-E.

32. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on an arm's length basis and are incompliance with the applicable provisions of the Companies Act and the ListingRegulations. There are no materially significant related party transactions made by theCompany with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at large.All Related PartyTransactions are presented to the Audit Committee. Omnibus approval is obtained for thetransactions which are foreseen and repetitive in nature. A statement of all related partytransactions is presented before the Audit Committee on a quarterly basis specifying thenature value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by Board on recommendation of theAudit Committee is uploaded on the Company's website at the following weblink :http://sybly.com/wp content/uploads/2015/05/Material_Policies_RPT.pdf

Your Company does not have any contracts or arrangements with its related parties underSection 188(1) of the Companies Act 2013 which are not on arm's length basis or materialin nature. Hence the details of such contracts or arrangements with its related partiesare not disclosed in Form AOC-2 Annexure-F as prescribed under the Companies Act 2013 andthe Rules framed thereunder.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report isincluded in this Report as Annexure-G.

34. CORPORATE GOVERNANCE

Pursuant to the Listing Regulations a separate section titled 'Corporate Governance'has been included in this Annual Report along with the 'Management Discussion andAnalysis' and 'General Shareholder Information'.

All Board members and Senior Management personnel have affirmed compliance with thecode of conduct for FY2016. A declaration to this effect signed by the Managing Directorof the Company is included in this Annual Report.

The Managing Director and Chief Financial Officer have certified to the Board withregard to the financial statements and other matters as specified in the SEBI ListingRegulations 2015.

As per clause 27(2) of SEBI(Listing Obligations and Disclosure Regulations) RegulationsCorporate Governance Report is annexed as Annexure –H & forms part of this BoardReport.

35. Prevention of Sexual Harassment at Workplace

Your Company has a Policy on Prohibition Prevention and Redressal of Sexual Harassmentof Women at Workplace and matters connected therewith or incidental thereto covering allthe aspects as required under the "The Sexual Harassment of Women at Workplace(Prohibition Prevention and Redressal) Act 2013. The Company has constituted InternalComplaints Committee (ICC) known as Prevention of Sexual Harassment (POSH) Committee toenquire in to complaints of Sexual Harassment and recommend appropriate action. There wereno complaints received under the aforesaid policy during the year.

36. ACKNOWLEDGMENT

The Board of Directors acknowledges with gratitude the co-operation extended by theCompany's Bankers and also appreciates the continued trust and confidence reposed by theShareholders in the management. They also place on record their appreciation for thevaluable contribution and whole hearted support extended by the Company's employees at alllevels.

by order of the Board
For SYBLY INDUSTRIES LIMITED
Place : Muradnagar Sd/- Sd/-
Date : 11th August 2016 (Mahesh Chand Mittal) (Nishant Mittal)
Registered Office : Managing Director WTD & CFO
Pawan Puri Muradnagar DIN : 00284866 DIN : 02766556
Distt. Ghaziabad (U.P.) – 201206 Res. Add: FLAT NO.603 OC-2 Res. Add: FLAT NO.603 TOWER-2
Orange County Ahinsa Orange County Ahinsa Khand-1
Khand-1 Indirapuram Shipra Sun City Indirapuram
Ghaziabad 201014 Ghaziabad 201014