To
The Members,
Your Directors are pleased to present the 35th Annual Report on the business
and operations of the Company along with Audited Standalone Statement of Accounts for the
Financial Year ended March 31,2023.
1. FINANCIAL RESULTS
The standalone financial performance of the Company for the financial Year ended 31st
March, 2023 is as follows.
(Audited) (Rs. In Lakh)
PARTICULARS |
For the Year Ended 31.03.2023 |
For the Year Ended 31.03.2022 |
Total Revenue |
78.81 |
963.24 |
Total Expenses |
262.40 |
1122.43 |
Profit before Tax |
-183.59 |
-159.19 |
Less : Current Tax |
0 |
0.55 |
Deferred Tax |
-59.93 |
-106.85 |
Profit/(Loss) for the period |
-222.37 |
109.82 |
Earnings Per Share (EPS) |
|
|
-Basic |
-2.43 |
1.20 |
-Diluted |
-2.43 |
1.20 |
2. FINANCIAL HIGHLIGHTS
During the period under review revenue of the Company decreased from Rs.963.24 Lakh to
Rs.78.81 Lakh i.e. decrease of 1122%. Further, the Net profit after Tax decreased to Rs
-222.37 Lakh from Rs. 109.82 Lakh i.e. decreased around 150%.
3. CHANGE IN THE NATURE OF BUSINESS
That owing to the prevailing situation in the Country and the worldwide spread of COVID
pandemic followed by the present scenario of slowdown, the manufacturing seems not viable
with the old and obsolete machineries due to high cost of manufacturing, maintenance and
other overheads.
Therefore the management has decided to shut down its manufacturing activity of
Polyester Yam at its plant at Pawan Puri. Muradnagar Ghaziabad, Uttar Pradesh. However,
the Company will continue the trading activity of all types of Yarn & Textile products
at Pawan Puri, Muradnagar Ghaziabad. Uttar Pradesh till the further arrangement.
4. STATEMENT OF AFFAIRS
There was a steep downfall in the revenue & profitability of the company due to
COVID Pandemic impact & overall slowdown in the market the management has decided to
shut down its manufacturing activity of Polyester Yam at its plant at Pawan Puri,
Muradnagar, Ghaziabad, Uttar Pradesh. However, the Company will continue the trading
activity of all types of Yarn & Textile products at Pawan Puri, Muradnagar Ghaziabad.
Uttar Pradesh till the further arrangement.
5. CAPITAL STRUCTURE
The Authorized Share Capital of the Company as on March 31,2023 stands at Rs.
28,76,00,000/- divided into 2,87,60,000 equity shares of Rs. 10/- each. The Subscribed and
Paid-up Share Capital of the Company stands at Rs.9,15,66,530/- divided into 91,56,653
equity shares of Rs. 10/- each fully paid-up.
During the year under review, the Company has not issued any Equity share with
differential voting rights nor has granted any Stock Options or Sweat Equity.
6. DIVIDEND
In view of the losses incurred by your Company, your board does not recommend any
dividend for the financial year 2022-2023.
7. TRANSFER TO RESERVE
During the year under review, the company has not transferred any amount to the General
Reserves.
8. MATERIAL CHANGES
No material change and commitments have occurred between the end of the financial year
of the Company to which the financial statements relate and the date of the report, which
may 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 issued
any Sweat Equity Shares and not provided any Stock Option Scheme to the employees during
the period under review.
10. NUMBER OF BOARD MEETINGS HELD
The Board of Directors duly met 6 times during the financial year from 1st
April, 2022 to 31st March, 2023. The mandatory gap between two meetings is less
than 120 days. The dates on which the Meeting were held are as follows:
18th April,2022, 30th May, 2022, 29th July, 2022, 30th August, 2022, 21st October,
2022, & 27th January, 2023.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company is managed and controlled by a Board comprising an optimum blend of
Executives and Non-Executive Professional Directors as on March 31, 2023. The Board of
Directors consists of four (4) Directors including One (1) Managing Director, One (1)
Non-executive Director, Two (2) Non-executive Independent Directors [including One (1)
Non-executive & Independent Woman Director] and One (1) Company Secretary and Chief
Financial Officer. The composition of the Board is in conformity with Regulation 17 of the
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the
relevant provisions of the Companies Act, 2013. All the Directors possess the requisite
qualifications and experience in general Corporate Management, Finance, Banking and other
allied fields which enable them to contribute effectively to the Company in their capacity
as Directors of the Company.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) APPOINTMENT/REAPPOINTMENT/ CESSATION OF DIRECTORS
There has been no change in directors during the year under review.
As per the provisions of the Companies Act, 2013, Mr. Mahesh Chand Mittal retires by
rotation at the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment. The Board recommends his re-appointment for approval of the members in the
forthcoming Annual General Meeting.
b) KEY MANAGERIAL PERSONNEL
There has been no change in key managerial personnel during the year under review.
12. DECLARATION BY INDEPENDENT DIRECTORS
The Independent directors have submitted their disclosure to the Board that they
fulfill all the requirements as to qualify for their appointment as an Independent
Director under the provisions of Section 149 read with Schedule IV of the Companies Act,
2013 and regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Board confirms that the independent directors meet the criteria as
laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. None of the Independent Directors on the Board of the
Company serve as an Independent Director in more than Seven (7) Listed Companies nor holds
the 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 knowledge
and ability, confirm that:
i. In the preparation of annual accounts, the applicable accounting standards had been
followed and there are no material departures.
ii. the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at the end of the financial year and
of the loss of the Company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 the
company and that such internal financial controls are adequate and are operating
effectively; and
vi. The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
14. INFORMATION ABOUT THE FINANCIAL PERFORMANCE/ FINANCIAL POSITION OF THE SUBSIDIARY
During the F.Y 2022-2023 your company does not have any unlisted/listed subsidiary
company or Joint Ventures or any Associate Companies. Therefore, AOC-1 is not attached.
15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
(i) A demand of Rs. 482.46 Lac has been raised by the Office of the Assistant
Commissioner of Income Tax for the assessment year
2017- 18. Against this demand, Company has filed an appeal with Commissioner of Income
Tax (Appeal). However The Income Tax assessments of the Company is pending for the
assessment year 2020-21,2021-22 & 2022-23.
(ii) A demand of Rs. 38.14 Lac and interest thereon has been raised by the Office of
the Additional Commissioner (Customs) for non fulfillment of Export Obligations against
Cusotm Duty saved under EPCG Scheme. Against this demand, Company has filed an appeal with
Commissioner of Customs (Appeal). Such appeal has been rejected by the Commissioner
(Appeal). Company is planning to file appeal to the Tribunal against this order.
(iii) A demand of Rs. 353.99 Lac has been raised by Office of the Assistant
Commissioner of Income Tax for the assessment year 201415 under reassessment proceedings.
Against this demand, Company has filed an appeal with Commissioner of Income Tax (Appeal),
which is pending till the date of Report.
(iv) The Goods and Service Tax (GST) assessment of the Company for the assessment years
2017-18 (July 2017 to March 2018),
2018- 19, 2019-20,2020-21 and 2021-22 are pending but the Company does not envisage any
liability for these years other than what has been paid or provided.
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) of
the Companies Act, 2013 read with rule 5 of the Companies (Appointment of Managerial
Personnel) 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
and implemented the Risk Management Policy for the Company including identification
therein of elements of risk, if any, which is in the opinion of the Board, may threaten
the existence of the Company.
These are discussed at the meeting of the Audit Committee and the Board of Directors of
the Company.
At present the Company has not identified any element of risk while Contingent
liability equates networth still there is no risk/threat
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act, 2013 every company
having net worth of rupees five hundred crore or more, or turnover of rupees one thousand
crore or more or a net profit of rupees five crore or more during any financial year shall
constitute a Corporate Social Responsibility Committee of the Board and shall formulate a
Corporate Social Responsibility Policy. Your Company is not falling under the preview of
said 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 carried
out an annual performance evaluation of its own performance, the directors individually as
well 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 and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
The Company's Internal Control Systems are commensurate with the nature of its business
and the size and complexity of its operations. It comprises audit and compliance by
internal audit checks by M/s. Karan Mittal & Co., Internal Auditors of the Company.
The Internal Auditors independently evaluate the adequacy of internal controls and
concurrently audit the financial transactions and review various business processes.
Independence of the Internal Auditors and therefore compliance is ensured by the direct
report of internal audit division and Internal Auditors to the Audit Committee of the
Board.
21. AUDIT COMMITTEE
As per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of
SEBI (LODR) Regulation, 2015, the Company's Audit Committee comprise of majority of the
Independent Directors. All the members of the Committee have relevant experience in
financial matters. The details of the composition of the Committee are set out in the
following table:
S. No. Name Designation
1. Mr. Sachin Chairman (Non-Executive & Independent Director)
2. Mrs. Ankita Garg Member (Non-Executive & Independent Director)
3. Mr. Mahesh Chand Mittal Member (Executive Director)
22. NOMINATION AND REMUNERATION COMMITTEE
As per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of
SEBI (LODR) Regulation, 2015, the Company's Nomination and Remuneration Committee comprise
of three Non-Executive Independent/Non-Executive Non-Independent Directors. Out of which 2
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. Sachin |
Chairman (Non-Executive & Independent Director) |
2. Mrs. Ankita Garg |
Member (Non-Executive & Independent Director) |
3. Mr. Ramesh Chandra Sharma |
Member (Non-Executive & Non Independent Director) |
23. Stakeholder Relationship Committee
The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters
connected with the investor services in connection with applications received and shares
allotted in the Initial Public Offer, status of refund account, conversion of partly paid
shares into fully paid shares, rematerializationand dematerialization of shares and
transfer of shares of the Company.
S. Name |
Designation |
1. Mr. Sachin |
Chairman (Non-Executive & Independent Director) |
2. Mrs. Ankita Garg |
Member (Non-Executive & Independent Director) |
3. Mr. Ramesh Chandra Sharma |
Member (Non-Executive & Non Independent Director) |
24. POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION
The Policy of the Company on Directors' appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a Director
and other matters provided under sub-section (3) of Section 178 of the Companies Act,
2013, adopted by the Board, is available on the website of the Company.
htto://www.svblv.com/wo-content/uoloads/2018/02/Nomination Remuneration Policv.odf
We affirm that the remuneration paid to the directors is as per the terms laid out in
the 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 and
directors of the Company to report any unethical behaviour, actual or suspected fraud or
violation of the Code of the Company and to provide a secure environment to such employees
acting in good faith and safeguarding them from any adverse action by the management. This
policy is in line with the requirements of the provisions of the Section 177(9) of the
Companies 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://www.sybly.com/wp-content/uploads/2018/02/Whistle_Blower_Policy.pdf
26. DEPOSITS
Your Company has no unclaimed / unpaid matured deposit or interest due thereon. Your
Company has not accepted any deposits covered under Chapter V Acceptance of Deposits
by Companies' under the Companies Act, 2013 during the financial year ended March 31,
2023, but there is an outstanding loan of Rs. 98,28,412.49/- not including interest from
the Promoter-Directors of the Company and Corporate Deposit of Rs. 4,83,46,665.64/- from
the group Company, which are exempted as deposit under Rule 2(c)(viii) and 2(c) (vi) of
Companies (Acceptance of Deposit) Rules, 2014.
27. STATUTORY AUDITORS
The shareholders of the Company at AGM held on September 30, 2022 had appointed M/s.
V.S. Gupta & Co., Chartered Accountants, having FRN No. 00724C ("the
Auditors"), as the Statutory Auditors of the Company for an initial term of 5 years.
The Auditors have confirmed that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate
issued by the Peer Review Board of the ICAI.
During the year under review, the Audit Committee reviewed the independency,
objectivity of the Auditors and the effectiveness of the audit process. The Auditors
attended the Annual General Meeting of the Company held during the year under review
AUDITOR'S REPORT
The Auditor Report for the financial year ended March 31st, 2023. There is no adverse
qualification/remark in the Auditor's Report.
28. SECRETARIAL AUDITORS & SECRETARIAL AUDITOR'S REPORT
The Board had appointed M/s. Sonia Rani & Associates (CP No. 20372), Practicing
Company Secretaries, to carry out Secretarial Audit in accordance with the provisions of
Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, for the financial year ended March 31st, 2023. The
Secretarial Audit Report for the financial year ended March 31st, 2023 has been obtained
and does not contain any qualification, which requires any comments from the Board. The
Secretarial Audit Report for financial year ended March 31st, 2023 is annexed to this
report as Annexure B'.
29. COST AUDITORS
In terms of the provisions of Section 148 of the Companies Acts, 2013 read with the
Rules made there under, the provisions of maintenance of cost records and the provisions
of cost audit are not applicable to your Company.
30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
31. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-C to this
report.
32. EXTRACT OF ANNUAL RETURN
Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at
Company's website at:
http://www.sybly.com/wp-content/uploads/2022/11/Form_MGT-7_2022.pdf
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 in
accordance with the policy of the Company on materiality of related party transactions or
covered under Section 188 of the Companies Act, 2013. Hence, the details of such contracts
or arrangements with its related parties are not disclosed in Form AOC-2 as prescribed
under 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 Disclosure
Requirements), Regulations, 2015, the Management Discussion and Analysis Report is
included in this Report as Annexure-D.
35. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The Company has an Internal Audit Department with adequate
experience and expertise in internal controls, operating system and procedures. In
discharging their role and responsibilities, the department is supported by an external
audit firm. The Internal Audit Department reviews the adequacy of internal control system
in the Company, its compliance with operating systems and laid down policies and
procedures. Based on the report of internal audit function, process owners undertake
corrective actions in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are presented to the
Audit Committee of the Board.
36. DEMATERIALISATION OF SHARES
As on March 31, 2023, 99.86 % of the Company's total equity paid up capital
representing 91,44,154 equity shares are held in dematerialized form. SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 mandates that the transfer,
except transmission and transposition of securities, shall be carried out in
dematerialized form only with effect from 1st April 2019. The Company has directly sent
intimation to shareholders who hold shares in physical form advising them to get their
shares dematerialized.
37. STATUTORY DISCLOSURES
None of the Directors of your Company is disqualified for the financial year 2022-23 as
per the provisions of Section 164 and 167 of the Companies Act, 2013 Act. The Directors of
the Company have made necessary disclosures as required under various provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015.
38. FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, there was no foreign exchange inflow and outflow during
the year under review.
39. CORPORATE GOVERNANCE
As Per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Compliance with the Corporate Governance provisions as specified in
Regulation 17 to 27 and Clause (b) to (i) of Sub-Regulation (2) of regulation 46 and Para
C, D and E of Schedule V not apply to Company having Paid up Equity Share Capital not
Exceeding Rupees Ten Crore and Net Worth not exceeding Twenty-Five Crore as on the last
day of previous financial year. The Company is covered under the Limit as Prescribed in
regulation 15(2) of SEBI (Listing Obligations and disclosure Requirements) Regulations,
2015, therefore Company in not required to comply with said provisions.
40. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment
of Women at Workplace and matters connected therewith or incidental thereto covering all
the aspects as required under the "The Sexual Harassment of Women at Workplace
(Prohibition, Prevention and Redressal) Act, 2013. Your Directors state that during the
year under review, pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 the Company was not required to constitute an
internal complaints committee. Further, during the year under review, there were no
complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
41. SECRETARIAL STANDARDS
Your directors state that applicable Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI) and notified by Ministry of Corporate Affairs (MCA)
have been duly followed by Company.
42. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditors has reported any instance of fraud committed against the Company by its officers
or employees under Section 143(12) of the Companies Act, 2013.
43. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
There were no applications made or any proceedings were pending against the Company
under the Insolvency and Bankruptcy Code, 2016 during the year under review. Further,
there was no instance of valuation of amount for settlement of loan(s) from Banks and
Financial Institutions.
44. ADDITIONAL INFORMATION TO SHAREHOLDERS
All important and pertinent investor's information such as financial results,
policies/codes, disclosures and project updates are made available on the Company's
website (www.sybly.com) on a regular basis.
45. ACKNOWLEDGEMENT
The Board of Directors acknowledges with gratitude the co-operation extended by the
Company's Bankers and also appreciates the continued trust and confidence reposed by the
Shareholders in the management. They also place on record their appreciation for the
valuable contribution and whole hearted support extended by the Company's employees at all
levels.
Place : Muradnagar |
Sd/- |
by order of the Board For SYBLY INDUSTRIES LIMITED Sd/- |
Date : 14th August, 2023 |
(Ramesh Chandra Sharma) |
(Mahesh Chand Mittal) |
Registered Office: |
Director |
Managing Director |
Pawan Puri, Muradnagar |
(DIN : 00284981) |
DIN: 00284866 |
Distt. Ghaziabad |
18, Vinay Park, Govindpuri, |
Residential Address: |
(U.P.) - 201206 |
Modinagar, Ghaziabad - 201204 |
Flat No 603, Tower-2, Orange County, |
|
|
Ahinsa Khand -1, Indirapuram, Ghaziabad, Uttar Pradesh 201014 |