DIRECTOR'S REPORT Your Directors hereby present the Twenty Second Annual Report together with the Audited Accounts for the year ended 31st March, 2015 DIVIDEND The Board of Directors could not recommend any dividend due to future expansion activities of the Company. OPERATIONS During the year under review, the Company has taken steps to improve the operations of the Company. The Company achieved a revenue of Rs. 10.85 Crores and net profit of Rs.8.89 lakhs. The Directors are taking all the steps to improve the performance of the Company in the years to come. MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY There are no material changes and commitments occurred, affecting the financial position of the Company, between the end of the financial year and the date of this report. 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 as stipulated in Clause 49 of the Listing Agreement. A separate report on Corporate Governance along with Auditors' certificate on compliance of the Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement and Management Discussion & 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 experienced persons having expertise in their respective areas. It has appropriate combination of Executive and Independent Directors. During the financial year 2014-15, the Directors met four times i.e., on 30.05.2014; 10.08.2014; 26.10.2014 and 08.02.2015. DIRECTORS / KEY MANAGERIAL PERSONNEL In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Thomas P Joy retire by rotation and is eligible for reappointment. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. Pursuant to the provisions of Section 203 of the Act, the appointment of Mr. P.A. Joy Kutty, Managing Director and Mr. S. Bhaskar, Chief Financial Officer were formalized as the Key Managerial Personnel of the Company. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the annexure forming part of the Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure forming part of the Annual Report. Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost. BOARD EVALUATION A formal evaluation of the Board, its committees and of the individual director is one potential effective way to respond to the demand for greater Board's accountability and effectiveness. A questionnaire is prepared and is being circulated amongst the Directors for their comments. The performance evaluation of Directors including Independent Directors is done by the entire Board of Directors excluding the directors being evaluated. The Board of Directors expressed their satisfaction with the evaluation process. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors of your Company confirm that: a) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period; c) they have 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. 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 and that such internal financial controls are adequate and operating f) they have devised proper systems to ensure compliance with the provisions of all applicable 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 the market trends of the industry. The Board in consultation with the Nomination and Remuneration Committee decides the remuneration policy for directors. The Company has made adequate disclosures to the members on the remuneration paid to directors from time to time. Remuneration / Commission payable to Directors is determined by the contributions made by the respective directors for the growth of the Company. RISK MANAGEMENT The Board of Directors reviewed the risk management framework and overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, regulatory and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. AUDITORS M/s. Karpagam & Co., the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. AUDIT COMMITTEE RECOMMENDATION During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report. LISTING ARRANGEMENTS The company's shares are listed in the BSE Ltd.and the annual listing fee has been paid to the stock exchange. VIGIL MECHANISM The Company has established a whistle blower policy and also established a mechanism for directors and employees to report their concerns. The details of the same is explained in the Corporate Governance Report. CORPORATE SOCIAL RESPONSIBILITY (CSR) The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure as part of this report. Further the details of composition of the CSR Committee and other details are provided in the Corporate Governance Report which forms part of this report. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The company has put in place an anti-sexual harassment mechanism in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the year 2014-15. 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. EXTRACT OF ANNUAL RETURN An extract of Annual Return in form MGT-9 as on March 31, 2015 is attached as Annexure forming part of this Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Under Section 186 of the Companies Act, 2013 the Company has neither given any Loan, Guarantee nor provided any Security in connection with a loan, directly or indirectly, to any person or other body corporate. The company has also not made any investments by way of subscription, purchase or otherwise, in the securities of any other body corporate during the financial year ended 31st March, 2015. 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. FOREIGN EXCHANGE EARNINGS AND OUTGO There is no foreign exchange inflow or outflow during the financial year ended March 31, 2015. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE Information pursuant to Section 134(3) (m) of the Companies Act,2013 read with Rule 8 of the companies accounts rules 2014, is furnished in the Annexure. ACKNOWLEDGEMENT The Directors wish to place on record their appreciation of the dedication and excellent contribution made by all the concerned. The Directors would like to thank the Suppliers and above all the Shareholders and valued Customers for their continued support and patronage. (By order of the Board) for CYBELE INDUSTRIES LIMITED P.A.JOYKUTTY Chairman & Managing Director Place : Chennai Date : 30.05.2015 |