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Cybele Industries Ltd.

BSE: 531472 Sector: Engineering
NSE: N.A. ISIN Code: INE183D01010
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NSE 05:30 | 01 Jan Cybele Industries Ltd
OPEN 7.89
PREVIOUS CLOSE 8.00
VOLUME 210
52-Week high 9.50
52-Week low 5.19
P/E 61.54
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.89
CLOSE 8.00
VOLUME 210
52-Week high 9.50
52-Week low 5.19
P/E 61.54
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cybele Industries Ltd. (CYBELEINDUSTRIE) - Director Report

Company director report

Dear Members

Your Directors hereby present the Twenty Seventh Annual Report together with theAudited Accounts for the year ended 31st March 2020.

FINANCIAL RESULTS

2019-2020 2018-2019

(Rs. in Lakhs)

Profit before Interest and 56.37 255.31
Depreciation
Less : Interest 26.96 26.10
Profit before Depreciation 29.41 229.21
Less : Depreciation 59.60 60.52
Net Profit carried to B/S -30.19 168.69

DIVIDEND

The Board of Directors could not recommend any dividend due to future expansionactivities of the Company.

OPERATIONS

During the year under review the Company has taken steps to improve the operations ofthe Company. The Company achieved a revenue of Rs.1888.85 lakhs and net loss of Rs 30.19lakhs. The Directors are taking all the steps to improve the performance of the Company inthe years to come.

SHARE CAPITAL

The Paid Up Share Capital of the Company during the year ended March 31 2020 is Rs.1069.58 lakhs. (An addition of

1.10 lakhs due to receipt of allotment money)

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OFTHECOMPANY

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.

CORPORATE GOVERNANCE

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 on compliance ofthe Corporate Governance norms with reference to SEBI Listing Regulations and ManagementDiscussion & Analysis

forming part of this report are provided in this Annual 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 2019-20 the Directors met four times

i.e. on 29.05.2020; 27.07.2019; 09.11.2019 and 09.02.2020.

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 and Directors'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 ; Mr. P. Sasikumar Chief Financial Officer and Mr. V.Viswanathan Company Secretary were formalized as the Key Managerial Personnel of theCompany. There has no change in the Key Managerial Personnel during the year.

DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Companies Act 2013 each Independent Directorhas confirmed to the Company that he / she meets the criteria of independence as laid downin Section 149(6) of the Companies Act 2013 and Regulation 25 of the Listing Regulations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars in terms of Section 197(12) of the Companies Act2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this report and is appended herewith as Annexure tothe Boards' report

The statement containing particulars in terms of Section 197(12) of the Companies Act2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report. Considering the first provisoto Section 136(1) of the Companies Act 2013 the Annual Report excluding the aforesaidinformation is being sent to the members of the Company and others entitled thereto. Thesaid information is available for inspection at the registered office of the Companyduring business hours on working days of the Company up to the date of the ensuing AnnualGeneral Meeting. Any shareholder interested in obtaining a copy thereof may write to theCompany Secretary in this regard.

BOARD EVALUATION

The Companies Act and Listing Regulations relating to Corporate Governance containprovisions on evaluation of the performance of the Board and its Committees as a whole andDirectors including Independent Directors NonIndependent Directors and Chairpersonindividually. In pursuant thereof annual evaluation of performance of the Board workingof its Committees contribution and impact of individual directors has been carried outthrough a questionnaire for peer evaluation on various parameters.

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.

REMUNERATION POLICY

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.

RISK MANAGEMENT

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 an adequate risk management infrastructure in place capable ofaddressing 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.

AUDITORS

M/s. Manavalan & Co. Chartered Accountants Chennai continues as StatutoryAuditors.

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.

LISTING ARRANGEMENTS

The company's shares are listed in the BSE Ltd. and the annual listing fee has beenpaid to the stock exchange.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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.

Your company hereby affirms that no Director / Employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is incurring losses and there is no last three years average profits forspending on CSR activities. Hence the company could not spend the amount on CSR during thefinancial year 2019-20. Further the details of composition of the CSR Committee and otherdetails are provided in the Corporate Governance Report which forms part 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 2019-20.

PUBLIC DEPOSITS

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 the Companies (Acceptance of Deposits)Rules 2014.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Ms. Parimala Natarajan (CP No.5239) Company Secretary inPractice Chennai to conduct the Secretarial Audit of the Company for the financial yearended March 312020. The Secretarial Audit Report for the financial year ended March 312020 in Form MR-3 is attached to this report. The Secretarial Audit report does notcontain any qualification reservation or adverse report.

The Board confirms the compliance of the Secretarial Standards notified by theInstitute of Company Secretaries of India New Delhi.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in form MGT-9 as on March 31 2020 is attached as Annexureforming part of this Report.

CONTRACTS OR ARRAGEMENT WITH RELATED PARTIES

The Company has not entered into any related party transactions during the financialyear ended 31st March 2020. The Company has formulated a policy fortransacting with related parties which is uploaded on the website of the Company.

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 2020.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and

paid last year the provisions of Section 125 of the Companies Act 2013 do not apply.

INSURANCE

The assets/ properties of the Company are adequately insured against loss due to fireriots earthquake terrorism etc. and against other perils that are considered necessaryby the management.

DETAILS OF SIFNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange inflow or outflow during the financial year ended March 31 2020are disclosed.

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.

ACKNOWLEDGEMENT

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 support and patronage.

(By Order of the Board)
for CYBELE INDUSTRIES LIMITED
Place : Chennai P.A. JOYKUTTY
Date : 18.06.2020 Chairman & Managing Director

.