To The Members
Your Directors are pleased to present the 29 Annual Report on the business andoperations of the Company along with Audited
Standalone Statement of Accounts for the Financial Year ended March 31 2017.
1. FINANCIAL RESULTS
The standalone financial performance of the Company for the financial Year ended 31March 2017 is as follows:
(Audited) (Rs. in Lakh)
|PARTICULARS ||For the Year ||For the Year |
| ||Ended 31.03.2017 ||Ended 31-03-2016 |
|Receipt from Operations ||7932.15 ||6930.46 |
|Other Income ||466.84 ||203.98 |
|Operating Profit Before Interest & Depreciation ||671.24 ||223.81 |
|Less : Interest ||162.98 ||177.73 |
|Gross Profit / (Loss) ||508.26 ||46.08 |
|Less : Depreciation ||39.21 ||35.89 |
|Net Profit for the year ||469.05 ||10.19 |
|Less : Provision for Current Tax ||98.32 ||1.94 |
|Provision for Deferred Tax ||148.07 ||4.98 |
|Profit / (Loss) After Tax ||222.66 ||3.27 |
|Add : Balance Brought Forward ||(508.20) ||(508.91) |
| ||(285.54) ||(505.64) |
|Less : Appropiration ||(1.51) ||(2.56) |
|Balance Carried Over to Balance Sheet ||(287.05) ||(508.20) |
2. FINANCIAL HIGHLIGHTS
During the period under review turnover of the Company increased from Rs. 6930.46 Lakhto Rs.7932.15 Lakh i.e. an increase of 14.45%. Further the Net Profit after Tax alsoincreased from Rs.3.27 Lakh to Rs. 222.66 Lakh resulting increased around 67 times.
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 ADIDAS are getting their products manufactured using recycled yarn.
5. CAPITAL STRUCTURE
As at 31 March 2017 the paidup share capital of the Company stood at Rs.407161000 consisting of 40716100 equity shares of face value of Rs.10/- each fullypaidup. During the year under review the Company has neither issued any equityshare nor issued any share with differential voting rights nor has granted any StockOptions or Sweat Equity.
6. SCHEME OF ARRANGEMENT
Your Company has filed a Scheme of Arrangement with the Hon'ble NCLT Allahabad Benchfor hiving off its Financial Assets and Liabilities to Space Incubatrics TechnologiesLimited and merger of Vartex Fabrics Private Limited and Dux Textiles Private Limited withyour company. The main features of the said scheme are transferring division of theCompany to Sybly Industries Limited Reduction of Paid up Capital Merger of VartexFabrics Private Limited and Dux Textiles Private Limited with the company. Consequent uponimplementation of the said scheme Promoters holding shall stand increase to 49.16%. TheSecond motion application has been filed and your Company expects to get approval in nearfuture.
In order to plough back the profits for company's Working Capital requirements yourboard does not recommend any dividend for the financial year 2016-17.
8. TRANSFER TO RESERVE
During the year under review the company has not transferred any amount to the GeneralReserves.
9. 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.
10. NUMBER OF BOARD MEETINGS HELD
The Board of Directors duly met 7 times during the financial year from 1 April 2016 to31 March 2017. The dates on which the meetings were held are as follows:
26 May 2016 20 June 2016 11 August 2016 19 September 2016 14 October 2016 18January 2017 and 14 February 2017.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the requirements of the Companies Act 2013:-
Mrs. Mamta Garg will retire by rotation at the forthcoming Annual General Meeting. Shehas offered herself for re-appointment. Mr. Mahesh Chand Mittal is the Chairman &Managing Director of the Company & Mr. Nishant Mittal is the Whole Time Director &CFO of the Company.
Mr. Sahil Agarwal resigned from the position of the Company Secretary of the Companyw.e.f. 12 November 2016.
Ms. Priya Tyagi appointed as Company Secretary w.e.f. 14 February 2017.
12. 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. None of the Independent Directors on the Board of theCompany serve as an Independent Director in more than Seven (7) Listed Companies nor holdsthe position of Whole Time Director in any Listed Company.
13. 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 the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
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.
14. 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 2016-2017consolidating the results of Wholly Owned Subsidiary SYBLY INTERNATIONAL FZE is as under:
(In Rs. In Lakh)
|PARTICULARS ||For the Year ||For the Year |
| ||Ended 31.03.2017 ||Ended 31.03.2016 |
|Total Income ||8398.99 ||7134.45 |
|Interest and Finance Charges ||163.24 ||178.21 |
|Operating Expenses ||7969.66 ||6948.10 |
|Loan Losses and Provisions || || |
|Profit Before Tax ||266.09 ||8.14 |
|Profit After Tax ||19.71 ||1.22 |
15. 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 ortribunals impacting the going concern status and company's operations in future.
16. 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) 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.
17. RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act 2013 the Company has developed andimplements 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 ofDirectors of the Company.
At present the Company has not identified any element of risk which may threaten theexistence of the Company.
18. 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.
19. FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
20. 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. TheInternal 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.
21. 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. Dhan Pal Jain ||Member (Independent Director) |
|3. ||Mr. Mahesh Chand Mittal ||Member (Managing Director) |
22. ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)
Your Company will adopt Indian Accounting Standards (IND AS) with effect from April 12017 pursuant to Ministry of Corporate Affairs notification of the Companies Rules 2015.For year 2016-17 company has completed the assessment of impact of changes to IndianAccounting Standards for relevant periods. The Company has modified accounting andreporting systems to facilitate the changes.
23. 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 three Non-executive Independent/ Non-executiveNon-Independent Directors. Out of which 2 are Non-Executive Independent Directors and 1 isNon-Executive Non-Independent Director. The details of the composition of the Committeeare set out in the following table:
|S.No. ||Name ||Designation |
|1. ||Mr. Lallan Tripathi ||Chairman (Independent Director) |
|2. ||Mrs. Mamta Garg ||Member (Non Independent Director) |
|3. ||Mr. Dhan Pal Jain ||Member (Independent Director) |
24. 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.
25. 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
26. 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.
27. STATUTORY AUDITORS & AUDITOR'S REPORT
As per the Provisions of Section 139 of Companies Act 2013 the term of office of M/s.V.S. Gupta & Co Chartered Accountants (ICAI Registration No.00724C)200 WesternKutchery Road Meerut as Statutory Auditors of the Company will conclude at the close ofthe forthcoming Annual General Meeting. The Board of Directors places on record itsappreciation for the services rendered by M/s. V.S. Gupta & Co as the StatutoryAuditors of the Company.
Subject to the approval of the members the Audit Committee and the Board of Directorsof the Company has recommended the appointment of M/s. Vipin Nagar & Co. CharteredAccountants 470/3 Mangal Pandey Nagar University Road Meerut (Firm Regn. No: 05171C)as the Statutory Auditors of the Company pursuant to Section 139 of Companies Act 2013.
The Company has received their written consent and certificate that they meet thecriteria provided under Section 141 of the Companies Act 2013 and that the appointmentif made shall be in accordance with the applicable provisions of the Companies Act 2013and rules framed thereunder. Auditor's Report does not contain any qualification; hencesame does not call for any explanation.
28. 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 2017. TheSecretarial Audit Report for the financial year ended March 31 2017 has been obtainedand does not contain any qualification which requires any comments from the Board. TheSecretarial Audit Report for financial year ended March 31 2017 is annexed to thisreport as Annexure 'C'.
29. COST AUDITORS
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 2016-2017. Pursuant to theprovisions of Section 148 of the Companies Act 2013 and the Rules made thereunderMembers are requested to consider the ratification of the remuneration payable to M/s. M.K Singhal & Co. Cost Accountants.
30. LISTING OF SHARES
Equity Shares of the Company are listed on BSE Limited. Company has complied with allthe requirement of Listing Obligations Disclosure Requirements (LODR) during the period ofreview. Listing Fee has been paid for the Financial Year 2016-17 and 2017-18.
31. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
32. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS 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.
33. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT9 asrequired under Section 92(3) of the Companies Act 2013 is included in this Report asAnnexure-E.
34. RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel etc. which may have potential conflictwith the interest of the Company at large.
Related Party Transactions if any are presented to the Audit Committee. Omnibusapproval is obtained for the transactions which are foreseen and repetitive in nature. Astatement of all related party transactions is presented before the Audit Committee on aquarterly basis specifying the nature value and terms and conditions of thetransactions.
The Related Party Transactions Policy as approved by Board on recommendation of theAudit Committee is uploaded on the Company's website at the following web link: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 2013and the Rules framed thereunder.
35. 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.
36. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has an Internal Audit Department with adequateexperience and expertise in internal controls operating system and procedures. Indischarging their role and responsibilities the department is supported by an externalaudit firm. The Internal Audit Department reviews the adequacy of internal control systemin the Company its compliance with operating systems and laid down policies andprocedures. Based on the report of internal audit function process owners undertakecorrective actions in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are presented to theAudit Committee of the Board.
37. 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 F.Y. 2016-17. A declaration to this effect signed by the Chairman& Managing Director of the Company is included in this Annual Report.
The Chairman & Managing Director and Chief Financial Officer have certified to theBoard with regard to the financial statements and other matters as specified in the SEBIListing Regulations 2015.
As per Clause 27(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations Corporate Governance Report is annexed as Annexure H as a part of thisReport.
38. 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.
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/- |
|st || |
|Date : 21 August 2017 ||(Mahesh Chand Mittal) |
|Registered Office: ||Chairman & Managing Director |
|Pawan Puri Muradnagar ||DIN: 00284866 |
|Distt. Ghaziabad ||Residential Address: |
|(U.P.) 201206 ||Flat No.603 OC-2Orange County |
| ||Ahinsa Khand-1 Indirapuram |
| ||Ghaziabad 201014 |