Your Directors are pleased to present the 32nd Annual Report on the businessand operations of the Company along with Audited Standalone Statement of Accounts for theFinancial Year ended March 31 2020.
1. FINANCIAL RESULTS
The standalone financial performance of the Company for the financial Year ended 31stMarch 2020 is as follows.
|PARTICULARS ||For the Year Ended 31.03.2020 ||For the Year Ended 31.03.2019 |
|Receipt from Operations ||1847.21 ||3013.40 |
|Other Income ||318.00 ||37.05 |
|Operating Profit before Interest & Depreciation ||163.48 ||80.85 |
|Less : Interest ||107.72 ||169.12 |
|Gross Profit/(Loss) ||55.76 ||(88.27) |
|Less : Depreciation ||54.37 ||51.77 |
|Net Profit/(Loss) for the year ||1.39 ||(140.04) |
|Less : Provision for Current Tax ||0.27 ||0.00 |
|Provision for Deferred Tax ||(25.37) ||(35.45) |
|Profit/(Loss) After Tax ||26.49 ||(104.59) |
|Add : Balance Brought Forward ||(329.90) ||(225.31) |
|Surplus Available for Appropriation ||(303.41) ||(329.90) |
|Less : Appropriation ||0.39 ||0.00 |
|Balance Carried Over to Balance Sheet ||(303.80) ||(329.90) |
|Earnings Per Share (EPS) || || |
|-Basic ||0.29 ||(1.14) |
|-Adjusted Basic ||0.00 ||0.00 |
|-Diluted ||0.00 ||0.00 |
2. FINANCIAL HIGHLIGHTS
During the period under review turnover of the Company decreased from Rs. 3013.40 Lakhto Rs.1847.21 Lakh i.e. a decrease of 38.70%. Further the Company registered a Net Profitafter Tax of Rs. 26.49 Lakh increased from Loss of Rs. 104.59 Lakh resulting increasedprofitability due to Exceptional Income of Rs. 246.05 Lakh.
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
There is downfall in the revenue of the company due to overall slowdown in the market.But net profitability of the Company has increased to Rs. 26.49 Lakh from loss of Rs.104.59 Lakh during 2019.
5. CAPITAL STRUCTURE
The Authorised Share Capital of the Company as on March 31 2020 stands at Rs.287600000/- divided into 28760000 equity shares of Rs. 10/- each. The Subscribed andPaid-up Share Capital of the Company stands at Rs.91566530/- divided into 9156653equity shares of Rs. 10/- each fully paid-up.
During the year under review the Company has not issued any Equity share withdifferential voting rights nor has granted any Stock Options or Sweat Equity.
In view of the insufficient profit incurred by your Company your board does notrecommend any dividend for the financial year 2019-2020.
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. OTHER INFORMATION
Sweat Equity Shares Employee Stock Option/Right Issue/Preferential Issue:-
The Company has neither come up with any Right Issue/ Preferential Issue nor issuedany Sweat Equity Shares and not provided any Stock Option Scheme to the employees duringthe period under review.
10. NUMBER OF BOARD MEETINGS HELD
The Board of Directors duly met 6 times during the financial year from 1stApril 2019 to 31st March 2020. The mandatory gap between two meetings is lessthan 120 days.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company is managed and controlled by a Board comprising an optimum blend ofExecutives and Non-Executive Professional Directors as on March 31 2020. The Board ofDirectors consists of five (5) Directors including One Chairman and Managing Director One(1) Executive Director Two (2) Non-executive Independent Directors including oneNon-executive and Non-independent Woman Director. The composition of the Board is inconformity with Regulation 17 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and the relevant provisions of the Companies Act 2013.All the Directors possess the requisite qualifications and experience in general corporateManagement Finance Banking and other allied fields which enable them to contributeeffectively to the Company in their capacity as Directors of the Company.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL a) APPOINTMENT/REAPPOINTMENT/CESSATION OF DIRECTORS
There is no change in Composition of Directors during the financial year ended on March31 2020.
As per the provisions of the Companies Act 2013 Mr. Nishant Mittal retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The Board recommends his re-appointment for approval of the members in theforthcoming Annual General Meeting.
b) KEY MANAGERIAL PERSONNEL
Mrs. Suman Mittal ceases to be Chief Financial Officer of the Company with effect from25th August 2020.
The Board appointed Mr. Sagar Agarwal existing Company Secretary as a Chief FinancialOfficer of the Company with effect from 26th August 2020 to perform theduties which shall be performed by the Chief Financial Officer under the Companies Act2013.
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 loss 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.
14. INFORMATION ABOUT THE FINANCE PERFORMANCE/ FINANCIAL POSITION OF THE SUBSIDIARY
During the F.Y. 2019-2020 your company does not have any unlisted/listed subsidiarycompany or Joint Ventures or any Associate Company. Therefore AOC-1 is not attached.
15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
(i) A demand of Rs. 48246341/- has been raised by the Office of the AssistantCommissioner of Income Tax for the assessment year 2017-18. Against this demand Companyhas filed an appeal with Commissioner of Income Tax (Appeal) which is pending till thedate of Report. (ii) The Adjudicating Officer of SEBI vide an Order dated 15/03/2019imposed a Penalty of Rs. 10.30 Crore on the Company in respect of some non-compliancesregarding Issue of GDR by the Company in the FY 2008-09. However the company has filed anAppeal before Securities Appellate Tribunal (SAT) Mumbai against the impugned Orderwhich is pending till the date of Report. Therefore the company has a ContingentLiability of more than Rs. 15.20 Crore as on 31.03.2020 which exceeds its net worth ofRs.11.48 Crores as on 31.03.2020. These conditions along with other matters indicates thatif the Contingent Liability stands payable then there is the existence of a materialuncertainty that may cast significant doubt about the Company's ability to continue as agoing concern. However the management is of the opinion that the demand so raised is indispute and appropriate appeals have been filed by the company. In view of the mitigatingfactors as fully described in the aforesaid note that the management is of the view thatthe going concern basis of accounting is appropriate.
16. 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-A 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 of Directors ofthe 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.
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. V.S. Gupta & 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.
21. AUDIT COMMITTEE
As per the provisions of Section 177 of the Companies Act 2013 and Regulation 18 ofSEBI (LODR) Regulation 2015 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. Mrs. Mamta Garg ||Chairperson (Non-Executive & Non Independent Director) |
|2. Mr. Nishant Mittal ||Member (Executive Director) |
|3. Mr. Dhan Pal Jain ||Member (Independent Director) |
22. NOMINATION AND REMUNERATION COMMITTEE
As per the provisions of Section 178 of the Companies Act 2013 and Regulation 18 ofSEBI (LODR) Regulation 2015 the Company's Nomination and Remuneration Committee compriseof three Non-executive Independent / Non-executive Non-Independent Directors. Out of which2 are Non-Executive Independent Directors and 1 is Non-Executive Non-Independent Director.The details of the composition of the Committee are set out in the following table:
|S. No. Name ||Designation |
|1. Mr. Virendra Kumar Govil ||Chairman (Non-Executive &Independent Director) |
|2. Mr. Dhanpal Jain ||Member (Non-Executive & Independent Director) |
|3. Mrs. Mamta Garg ||Member (Non-Executive & Non Independent Director) |
23. STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee inter alia oversees and reviews all mattersconnected with the investor services in connection with applications received and sharesallotted in the Initial Public Offer status of refund account conversion of partly paidshares into fully paid shares re-materialization and dematerialization of shares andtransfer of shares of the Company.
|S. No. Name ||Designation |
|1. Mr. Virendra Kumar Govil ||Chairman (Non-Executive & Independent Director) |
|2. Mr. Dhan Pal Jain ||Member (Non-Executive & Independent Director) |
|3. Mrs. Mamta Garg ||Member (Non-Executive & Non 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.
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.
Your Company has no unclaimed / unpaid matured deposit or interest due thereon. YourCompany has not accepted any deposits covered under Chapter V - Acceptance ofDeposits by Companies' under the Companies Act 2013 during the financial year ended March31 2020 but there is an outstanding loan of Rs. 35440520/- not including interestfrom the Promoter-Directors of the Company which is an exempted as deposit under Rule2(c)(viii) of Companies(Acceptance of Deposit) Rules 2014.
27. STATUTORY AUDITORS AND AUDITOR'S REPORT
The shareholders of the Company at AGM held on September 27 2017 had appointed M/s.Vipin Nagar & Co. (ICAI Firm Registration Number: 05171C) Chartered Accountants LLPas the Statutory Auditors of the Company for an initial term of 5 years.
28. SECRETARIAL AUDITORS & SECRETARIAL AUDITOR'S 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 31st2020. The Secretarial Audit Report for the financial year ended March 31st2020 has been obtained and does not contain any qualification which requires any commentsfrom the Board. The Secretarial Audit Report for financial year ended March 31st2020 is annexed to this report as Annexure B'.
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 2020-2021.
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.
30. 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.
31. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING 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-C to this report.
32. 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-D.
33. RELATED PARTY TRANSACTIONS
During the year under review the Company had not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions orcovered under Section 188 of the Companies Act 2013. Hence the details of such contractsor arrangements with its related parties are not disclosed in Form AOC-2 as prescribedunder the Companies Act 2013 and the Rules framed thereunder.
34. 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-E.
35. 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.
36. CORPORATE GOVERNANCE
As Per Regulation 15(2) of SEBI (Listing Obligation and disclosure Requirement)Regulation 2015 Compliance with the Corporate Governance provision as specified inRegulation 17 to 27 and Clause (b) to (i) of SubRegulation (2) of regulation 46 andPara C D and E of Schedule V not apply to company having Paid up Equity Share Capital notExceeding Rupees Ten Crore and Net Worth not Exceeding Twenty Five Crore as on the lastday of Previous financial year. The Company is covered under the Limit as Prescribed inregulation 15(2) of SEBI (Listing Obligation and disclosure Requirement) Regulation 2015therefore Company in not required to comply with said provisions.
37. 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
(Nishant Mittal) Chairman & Managing Director DIN: 02766556
Residential Address: Flat No.603 Tower-2 Orange County AhinsaKhand-1 Near AdityaCinemas Indirapuram Shipra Sun City Ghaziabad-201014 Uttar Pradesh
Place : Muradnagar Date : 25thAugust 2020 Registered Office:
Pawan Puri Muradnagar Distt. Ghaziabad (U.P.) 201206
1. Particulars of Employees
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules are given below:
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
|Executive directors : ||Ratio to median remuneration |
|Mr. Nishant Mittal ||20.48 : 1 |
|Non-Executive Director : ||- |
|Mr. Dhan Pal Jain ||- |
|Mr. Virender Kumar Govil ||- |
|Mrs. Mamta Garg ||- |
b. The per the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear;
|Directors Chief Financial Officer Chief Executive Officer Company Secretary ||Ratio ||% increase in remuneration in the financial years |
|Mr. Nishant Mittal Chairman & Managing Director ||20.48 : 1 ||- |
|Mrs. Suman Mittal CFO ||14.89 : 1 ||- |
|Mr. Mahesh Chand Mittal ||- ||- |
|Mr. Dhan Pal Jain ||- ||- |
|Mr. Virender Kumar Govil ||- ||- |
|Mrs. Mamta Garg ||- ||- |
|Mr. Sumit Dass Company Secretary* ||0.39 : 1 ||- |
|Mr. Sagar Agarwal Company Secretary ||3.70 : 1 ||- |
*Mr. Sumit Dass has resigned as Company Secretary w.e.f. 26.04.2019 c. Thepercentage increase in the median remuneration of employees in the financial year: -34.83%
d. The number of permanent employees on the rolls of company (as at 31.03.2020) :76
e. The explanation on the relationship between average increase in remuneration andcompany performance:
On an average employees received an annual increase of 3%. The individual incrementsvaried from 2% to 5% based on individual performance.
In order to ensure that remuneration reflects Company performance the performance payis also linked to organization performance apart from an individual's performance.
f. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
The average annual increase was around 3%. However during the course of the year thetotal increase is approximately 5% after accounting for promotions and other events basedcompensation revisions.
g. Affirmation that the remuneration is as per the remuneration policy of the company:
The Board of Director of the Company affirms that the remuneration is as per theremuneration policy of the Company.
2. Information required with respect to Section197(12) of the Companies Act2013Read With Rule 5(2) of the Companies (Appointment And Remuneration of ManagerialPersonnel) Rules 2014 The Gross remuneration of the top ten employees and otheremployees do not fall under the prescribed limits as defined in Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014. Hence there is norequirement to give the disclosure in the Board Report for the Financial Year 2019-2020. byorder of the Board
For SYBLY INDUSTRIES LIMITED
(Nishant Mittal) Chairman &Managing Director DIN: 02766556
Residential Address: Flat No.603 Tower-2 Orange CountyAhinsaKhand-1 Near AdityaCinemas Indirapuram Shipra Sun City Ghaziabad 201014 Uttar Pradesh
Place : Muradnagar Date : 25thAugust 2020 Registered Office:
PawanPuri Muradnagar Distt. Ghaziabad (U.P.) 201206