Your Directors hereby present the Twenty Fourth Annual Report together with the AuditedAccounts for the year ended 31st March 2017
| ||2016-2017 ||2015-2016 |
| ||(Rs. in Lakhs) |
|Profit before Interest and Depreciation ||32.10 ||54.12 |
|Less : Interest ||42.69 ||43.41 |
|Profit before Depreciation ||- 10.59 ||10.71 |
|Less : Depreciation ||46.38 ||45.95 |
| ||-56.97 ||-35.24 |
|Less : Preliminary exp. written off ||- ||- |
|Net Profit carried to B/S ||-56.97 ||-35.24 |
The Board of Directors could not recommend any dividend due to future expansionactivities of the Company.
During the year under review the Company has taken steps to improve the operations ofthe Company. The Company achieved a revenue of Rs2500.10 lakhs and net loss of Rs.56.97lakhs. The Directors are taking all the steps to improve the performance of the Company inthe years to come.
MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments occurred affecting the financialposition of the Company between the end of the financial year and the date of thisreport.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
Your Company has been complying with the provisions of Corporate Governance guidelinesas stipulated in the Listing Agreement / Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (SEBI Listing Regulations). Aseparate report on Corporate Governance along with Auditors certificate oncompliance of the Corporate Governance norms with reference to SEBI Listing Regulationsand Management Discussion & Analysis forming part of this report are provided in thisAnnual Report.
COMPOSITION AND NUMBER OF MEETING OF THE BOARD
The Board of Directors of the Company comprises of well qualified and experiencedpersons having expertise in their respective areas. It has appropriate combination ofExecutive and Independent Directors.
During the financial year 2016-17 the Directors met four times i.e. on 28.05.2016;30.07.2016; 12.11.2016 and 28.01.2017.
DIRECTORS / KEY MANAGERIAL PERSONNEL
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand SEBI Listing Regulations and there has been no change in the circumstances which mayaffect their status as Independent Directors during the year.
The terms and conditions of the appointment of the Independent Directors andDirectors familiarization programme are placed on the website of the Company.
Pursuant to the provisions of Section 203 of the Act the appointment of Mr. P.A. JoyKutty Managing Director and Mr. S. Bhaskar Chief Financial Officer were formalized asthe Key Managerial Personnel of the Company. There has no change in the Key ManagerialPersonnel during the year.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said Rules and thereare no employees drawing the remuneration in the excess of the limits.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annexure formingpart of the Annual Report.
Having regard to the provisions of Section 136(1) read with its relevant proviso of theCompanies Act 2013 the Annual Report excluding the aforesaid information is being sentto the members of the Company. The said information is available for inspection at theregistered office of the Company during working hours and any member interested inobtaining such information may write to the Company and the same will be furnished withoutany fee and free of cost.
A formal evaluation of the Board its committees and of the individual director is onepotential effective way to respond to the demand for greater Boards accountabilityand effectiveness. A questionnaire is prepared and is being circulated amongst theDirectors for their comments. The performance evaluation of Directors includingIndependent Directors is done by the entire Board of Directors excluding the directorsbeing evaluated. The Board of Directors expressed their satisfaction with the evaluationprocess.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Directorsof your Company confirm that:
a) in the preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.
b) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit or loss of the company for that period;
c) they have 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.
d) they have prepared the annual accounts on a going concern basis
e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating properly; and
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The remuneration policy of the Company has been so structured in order to match themarket trends of the industry. The Board in consultation with the Nomination andRemuneration Committee decides the remuneration policy for directors. The Company has madeadequate disclosures to the members on the remuneration paid to directors from time totime. Remuneration / Commission payable to Directors is determined by the contributionsmade by the respective directors for the growth of the Company.
The Board of Directors reviewed the risk management framework and overseeing that allthe risks that the organization faces such as strategic financial credit marketliquidity regulatory and other risks have been identified and assessed and there is anadequate risk management infrastructure in place capable of addressing those risks.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.
M/s. Manavalan & Co. Chartered Accountants Chennai being appointed as StatutoryAuditors in place of M/s. Karpagam & Co. at the ensuing Annual General Meeting for aterm of five years.
AUDIT COMMITTEE RECOMMENDATION
During the year all the recommendations of the Audit Committee were accepted by theBoard. The Composition of the Audit Committee is as described in the Corporate GovernanceReport.
The companys shares are listed in the BSE Ltd.and the annual listing fee has beenpaid to the stock exchange.
The Company has established a whistle blower policy and also established a mechanismfor directors and employees to report their concerns. The details of the same is explainedin the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is incurring losses every year and there is no last three years averageprofits for spending on CSR activities. Hence the company could not spend the amount onCSR during the financial year 2016-17. Further the details of composition of the CSRCommittee and other details are provided in the Corporate Governance Report which formspart of this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The company has put in place an anti-sexual harassment mechanism in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee have been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The Company has not received anycomplaint of sexual harassment during the year 2016-17.
The Company did not accept any deposits within the meaning of provisions of Chapter V Acceptance of Deposits by Companies of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return in form MGT-9 as on March 31 2017 is attached as Annexureforming part of this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Under Section 186 of the Companies Act 2013 the Company has neither given any LoanGuarantee nor provided any Security in connection with a loan directly or indirectly toany person or other body corporate. The company has also not made any investments by wayof subscription purchase or otherwise in the securities of any other body corporateduring the financial year ended 31st March 2017.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There is no foreign exchange inflow or outflow during the financial year ended March31 2017.
ENERGY TECHNOLOGY AND FOREIGN EXCHANGE
Information pursuant to Section 134(3) (m) of the Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014 relating to Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo is furnished in the Annexure.
The Directors wish to place on record their appreciation of the dedication andexcellent contribution made by all the concerned. The Directors would like to thank theSuppliers and above all the Shareholders and valued Customers for their continued supportand patronage.
| ||(By order of the Board) |
| ||for CYBELE INDUSTRIES LIMITED |
|Place : Chennai ||P.A.JOYKUTTY |
|Date : 19.05.2017 ||Chairman & Managing Director |