| Your Directors hereby present the Twenty Second Annual Report together
with the Audited Accounts for the year ended 31a March, 2015
FINANCIAL RESULTS
2014-2015 2013-2014
(Rs. in Lakhs)
Profit before Interest and
Depreciation 138.46 244.07
Less : Interest 25.20 19.14
Profit before Depreciation 113.26 224.93
Less : Depreciation 94.37 61.59
18.89 163.34
Less : Preliminary exp. written off 10.00 10.00
Net Profit carried to B/S 8.59 153.34
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 properly; and
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 tho'se 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
ANNEXURE TO THE DIRECTORS' REPORT
Information pursuant to Section 134(3) (m) of the Companies Act,2013
read with Rule 8 of the companies accounts rules 2014,
A. CONSERVATION OF ENERGY : Energy conservation
measures are being taken within our Plant as an ongoing exercise.
B. TECHNICAL ABSORPTION :
FORM B RESEARCH AND DEVELOPMENT
1. Specific areas in which R&D carried out by the Company
2. Benefits derived as a result of the above R&D : Nil
3. Future plan of action
4. Expenditure on R & D
1. Capital
2. Recurring
3. Total
4. Total R&D expenditure
as a percentage of total turnover
TECHNOLOGY ABSORPTION, ADAPTATION, AND INNOVATION :
1. Efforts, in brief, made towards technology absorption, adaptation
and innovation -planned
2. Benefits derived as a result of the above efforts, e.g., product
improvement, cost reduction, product development, import substitution,
etc. Nil 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.
3. In case of imported technology (imported during the last 5 years
reckoned from the beginning of the financial year), following
information may be furnished : Nil
(a) Technology imported :
(b) Year of import
(c) Has technology been fully absorbed ?
(d) If not fully absorbed, areas where this has not taken place,
reasons therefor and future plans of action
INDUSTRY STRUCTURE
The Company is engaged in the business of manufacture and sale of
Building Cables, Flexible Cables, Power Cables, Submersible Pump
Cables, Automotive Cables, Control Cables and Railway Signalling Cables
which are classified under the Industrial Structure as Electrical
Cables and Wires and also in property development.
OPPORTUNITIES AND THREATS
The product portfolio of the Company is dominated by threats posed by
manufacturers in un-organised sector. As the Government is initiating
various measures to encourage the infrastructure and housing
sector,there is possibility of increase in demand for cables and wires
and also improvement in the real estate sector.
RISK AND CONCERNS
The fortune of the Company is dependent on entry barriers set up by
electrical cables and wires business in the unorganized sector.
Further as a manufacturer in the organized sector, the fixed costs in
terms of administrative expenses and high.
OUTLOOK
The Company is doing well in business activities. The Company is
expecting improvement in the coming days.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control system monitored by Internal
Auditors who are reporting to the Audit Committee. The Audit Committee
is meeting periodically for reviewing the performance of the Company
and formulating policies / issuing guide lines to the Management.
FINANCIAL PERFORMANCE
The Company has made a profit of Rs. 8.89 lakhs during the year. The
Company is taking necessary steps to improve the performance of the
company .
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT
During the year under review, the relationship between the staff and
management was good and cordial.
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 properly; and
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 tho'se 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
Place : Chennai P.A.JOYKUTTY
Date : 30.05.2015 Chairman & Managing Director |