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Directors Report of Sybly Industries Ltd.

Mar 31, 2015

To,

The Members,

The Directors are pleased to present the 27TH Annual Report on the business and operations of the Company along with Audited Statement of Accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS

The financial performance of the Company for the financial Year ended on 31st March 2015 is as follows:

(Audited) (In Rs. In Lacs)

For the year For the year Ended 31.03.2015 Ended 31.03.2014

Receipt from Operations 8286.24 7893.99

Other Income 82.46 79.12

Operating Profit before Interest & Depreciation 214.59 330.34

Less : Interest 160.62 165.38

Gross Profit/(Loss) 53.97 164.96

Less : Depreciation 38.50 156.19

Net Profit for the Year 15.47 8.77

Less : Provision for Current Tax 2.94 1.67

Provision for Deferred Tax 8.12 5.59

Profit /(Loss) after Tax 4.71 1.51

Add : Balance Brought Forward (513.13) (512.10)

(508.42) (510.59)

Less : Appropriation 0.49 2.54

Balance Carried Over to Balance Sheet (508.91) (513.13)

2. FINANCIAL HIGHLIGHTS

During the period under the sales and turnover of the Company has increased from Rs. 7893.99 Lacs to Rs. 8266.24 Lacs.

However the net profit after Tax of the Company has increased from Rs. 1.51 Lacs to Rs. 4.71 Lacs. Your directors hope for better results in the coming financial years

3. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the Business during the Financial year under review.

4. STATEMENT OF AFFAIRS

The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 40,71,61,000/-. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

After deep slowdown industries growth is on increase trend. The demand for Company's product is also increasing. Your management is hopeful for better performance.

5. DIVIDEND

As there are no sufficient appropriable profits, Your Board do not recommend any dividend for the financial year 2014-15.

6. TRANSFER TO RESERVE

During the year under review, the company has not transferred any amount to the General Reserves.

7. 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.

8. NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 8 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

24TH April, 2014, 30TH May, 2014, 8TH July, 2014, 12th August, 2014, 30th September, 2014, 12th November, 2014, 01st January, 2015, and 12th February, 2015.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the requirements of the Companies Act, 2013 and the Company's Articles of Association, Mrs. Mamta Garg, Director of the Company, retires by rotation and shown her willingness for Re-appointment.

Mr. Nishant Mittal was appointed as a Whole time director of the companies for a period of three years with effect from 28th August, 2012.

The board of director at its Meeting held on 7th August, 2015, has re-appointed him as a Whole time Director of the company for a further period of three years with effect from 28th August,2015, subject to the approval of the members at the forthcoming Annual General Meeting.

Ms Gayatri Gopinath resigned from the Position of the Company Secretary of the Company w.e.f.- 09.07.2014.

Ms. Varsha Choudhary (ACS- 37021) who was appointed as Company Secretary of the Company on 01.01.2015, resigned w.e.f. 31.05.2015 and thereafter Board Appointed Mr. Sahil Agarwal (ACS - 36817) as a Company Secretary cum Compliance Officer of the Company w.e.f. 01.06.2015.

10. 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. The Board confirms that the independent directors meet the criteria as laid down under the Companies Act, 2013.

11. 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 profit of the Company for that period;

vi. 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.

12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE/ FINANCIAL POSITION OF THE SUBSIDIARY

M/s Sybly International FZE, Sharjah (UAE) is the non material wholly owned subsidiary of the Company.

The Member may refer for the financial statement of the subsidiary in Form AOC-1 is given in the Annexure-A to this Boards report as required under the provisions of section 129(3) of the Companies Act, 2013.

13. 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 or tribunals impacting the going concern status and company's operations in future.

14. 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-B and forms part of this Board Report.

15. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implement 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 which may threaten the existence of the Company.

16. 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.

17. BOARD EVALUATION

Section 178 and Section 134 read with the Rules made thereunder mandates that the Board shall monitor and review the Board evaluation framework. It states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The criteria for performance evaluation of directors cover the areas relevant to their functioning as member of Board or its Committees thereof. The evaluation criteria(s) involved size and composition (executive, non-executive, independent members and their background in terms of knowledge, skills and experience. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

18. 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 K. Kant and 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.

19. AUDIT COMMITTEE

As per the provisions of Section 177 of the Companies Act, 2013 your Company has Constituted Audit committee. 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. Lallan Tripathi Chairman & Independent Director

2. Mr. Virendra Pratap Mishara Member & Independent Director

3. Mr. M. C. Mittal Members & Managing Director

20. NOMINATION AND REMUNERATION COMMITTEE

As per the provisions of Section 178 of the Companies Act, 2013 your Company has Constituted Nomination and Remuneration committee. The Company's Nomination and Remuneration Committee comprise of all non executive Directors out of which two Non Executive Independent Director. The details of the composition of the Committee are set out in the following table:

S. No. Name Designation

1. Mr. Lallan Tripathi Chairman & Independent Director

2. Mr. Virendra Pratap Mishara Member & Independent Director

3. Mrs. Mamta Garg Member & Director

21. 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. (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 in the nomination and remuneration policy of the Company.

22. 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://sybly.com/wp-content/uploads/2015/05/Whistle_Blower_Policy.pdf (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 in the nomination and remuneration policy of the Company.

22. 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://sybly.com/wp-content/uploads/2015/05/Whistle_Blower_Policy.pdf

23. DEPOSIT FROM PUBLIC

The company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

24. STATUTORY AUDITORS & STATUTORY AUDITORS' REPORT

M/s V. S. Gupta. & Co., Chartered Accountants, (Firm Registration No: 00724C) who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for reappointment to audit the accounts of the Company for the financial year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s V. S. Gupta & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

Auditors Report in respect of the Financial Statements of 31.03.2015 does not contain any observation/adverse remark. There for does not warrant any further comments, explanation from the Board of Directors.

25. SECRETARIAL AUDITORS & SECRETARIAL AUDITORS' REPORT

The Board has appointed M/s D. K. Gupta & Co., Practicing Company Secretaries, to conduct Secretarial Audit in accordance with the provision 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 31, 2015. . The Secretarial Audit Report for the financial year 2014-15 is Annexure-C with Board Report.

The Secretarial Auditor has given two observations. One, pertaining to signing of Directors Report and other one is regarding compliance of section 180(1)(a) and 180(1)(c) of the Companies Act, 2013. In this regard, it is hereby clarified that the first one is a clerical error. Mr. MC Mittal, Managing Director, was the chairman of the meeting at which the Board report was approved. But, due to oversight his designation under his signature is mentioned as Managing Director instead of Chairman and Managing Director. In relation to the other observation, it is clarified that the passing of resolution as Ordinary Resolution instead of Special Resolution, may make the resolutions non operative but do not create any malafide /wrong doing at the end of the management as these acts are not void-ab-intio. Your management will place the matter before the members again, seeking approval by way of Special Resolution. As far as the mentioning of resolution as Special Resolution instead of Ordinary Resolution in Form MGT 14 is concerned, it is again an act of oversight. Whereas, the documents filed with such form indicates that the resolution passed was not a Special Resolution.

26. COST AUDITOR

Pursuant to relevant provisions of the Companies Act, 2013, the Board has appointed M/s. M. K. Singhal & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2014-2015.

27. LISTING OF SHARES

Equity Shares of the Company are listed on Bombay Stock Exchange Limited. Company has complied with all the requirement of listing agreement during the period of review. Listing Fee stands paid for & upto-date (2014-15).

28. 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.

29. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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-D to this report.

30. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure-E and forms an integral part of this Board Report.

31. RELATED PARTY TRANSACTIONS

There are no transaction with related parties falls under the scope of Section 188(1) of the Act. Information on transaction with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure -F in form AOC-2 and the same focus part of this report.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is including in this Report as Annexure-G and forms an integral part of this Board Report.

33. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with Stock Exchange, Corporate Governance Report as Annexure -H & form part of the Directors' Report.

34. ACKNOWLEDGEMENT

The Board of Directors acknowledges with gratitude the co-operation extended by the Compay'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 by Order of the Board

Date : 7thAugust, 2015 For Sybly Industries Limited

Registered Office:

Pawan Puri, Muradnagar. Sd/- Sd/-

Distt. Ghaziabad (U.P.)-201206 (Mahesh Chand Mittal) (Nishant Mittal)

Managing Director Whole Time Director & CFO

DIN : 00284866 DIN : 02766556

Residential Add.: Flat No.603, Residential Add.: Flat No.603, OC-2, Orange County, OC-2, Orange County, Ahinsa Khand-1, Ahinsa Khand-1, Indirapuram, Ghaziabad, 201014 Indirapuram, Ghaziabad,201014


Mar 31, 2014

The Members,

Sybly Industries Limited

The Directors have pleasure in presenting the 26th Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS : Current Year Previous Year (Rs.in Lacs) (Rs.in Lacs)

Sales & Receipt from Operations 7893.99 10749.20

Other Income 79.12 70.31

Operating Profit before Interest & Depreciation 330.34 500.76

Less : Interest 165.38 203.48

Gross Profit/(Loss) 164.96 297.28

Less : Depreciation 156.19 291.91

Net Profit for the Year 8.77 5.37

Less : Provision for Current Tax 1.67 1.02

Provision for Deferred Tax 5.59 3.58

Profit /(Loss) after Tax 1.51 0.77

Add : Balance Brought Forward (512.10) (512.69)

(510.59) (511.92)

Less : Appropriation 2.54 0.18

Balance Carried Over to Balance Sheet (513.13) (512.10)



DIVIDEND

Your directors have not proposed any dividend for the year under review.

PERFORMANCE

During the period under review the sales and turnover of the Company has decreased from Rs. 10749.20 Lacs to Rs.7893.99 Lacs. However the net profit of the Company has increased from Rs. 0.77 Lacs to Rs. 1.51 Lacs during the period. Your directors hope for better results in the coming financial year also.

MATERIAL CHANGES

No material change has occurred since the date of the Balance Sheet and the date of this report, which has any adverse effect on the working of the Company.

FUTURE OUTLOOK

After deep slowdown industrial growth is on increasing trend. The demand for Company''s products is also increasing. As per available indicators the current year may bring material changes towards upward trend. Your management is hopeful for better performance.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956, and the rules made thereunder.

SUBSIDIARY COMPANY

M/s Sybly International FZE, Sharjah (UAE) is the non material wholly owned subsidiary of the company.

As per provisions of Section 212, the Statement of Accounts of the wholly owned subsidiary companies is attached with the Balance Sheet of the Company.

AUDITOR''S REPORT

There is no adverse qualification in the Auditor''s Report.

AUDITORS

M/s. V. S. Gupta & Company, Chartered Accountants, Meerut, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within provisions of section 139 of Companies Act 2013. Accordingly, M/s. V. S. Gupta & Company, Chartered Accountants, are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

In accordance with the provisions of the Companies Act 2013 read with Articles of Association of the Company Mr. Nishant Mittal, Director of the Company would retire by rotation at this Meeting and being eligible, offer herself for reappointment.

INDEPENDENT DIRECTORS

In terms of sub-section (10) of Section 149 of the Companies Act, 2013 (effective from 01-04-2014), every listed company shall appoint Independent Directors, who shall hold office for a term up to 5 (five) consecutive years on the Board of a company and sub section (11) of section 149 states that no Independent Director shall be eligible to be appointed for more than 2 (two) consecutive terms of 5 (five) years.

Further, it may be noted that sub-section (5) of Section 149 of the Companies Act, 2013, provides for a transitional period of one year (from 01-04-2014) for re-appointment of the Independent Directors, if eligible, for a consecutive period of 5 (five) years (if, it is intended so by the Board) subject to compliance with the eligibility and other prescribed conditions.

In compliance of Section 149 of the Companies Act, 2013, regarding appointment of independent directors, your board have decided to recommend the appointment of Mr. Virendra Pratap Mishra, and Mr. Lallan Tripathi as independent directors.

KEY MANAGERIAL PERSONNEL

Mr. M.C Mittal, Managing Director and Mr. Nishant Mittal, Whole Time Director of the Company are nominated as Key Managerial Personnel (KMP) of the Company under the provisions of Section 203 of the Companies Act, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that 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 at the end of the financial year and of the profit of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee has met and reviewed the financial statements for the financial year ended 31.03.2014 and has not given any adverse observations. It has also recommended the re-appointment of M/s. V. S. Gupta & Co., Chartered Accountants as statutory auditors of the Company. Mr. M. C. Mittal, Mr. Lallan Tripathi and Mr.Virendra Pratap Mishra are the members of the audit committee. Mr. Lallan Tripathi is the Chairman.

VIGIL MECHANISM

The Audit Committee has established a Vigil Mechanism and adopted a Revised Whistle-Blower Policy at its meeting held on August 12, 2014, which provides a formal mechanism for all Directors and employees of the Company to approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. The Company affirms that no director or employee of the Company has been denied access to the Audit Committee.

COST AUDITOR''S APPOINTMENT

Pursuant to relevant provisions of the Companies Act, 2013, the board has appointed M/s. M. K. Singhal & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2013-2014.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with Stock Exchange, Management Discussion & Analysis Report and Corporate Governance Report is annexed as Annexure I and Annexure II & form part of the Directors'' Report.

PARTICULARS OF EMPLOYEES

During the year, there were no employees who were in receipt of remuneration as per the provisions of Section 217 (2) (a) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The prescribed details as required as per the provisions of the Section 217(1)(c) of the Companies Act,1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988, are set out as per Form ''A'' & Form ''B'' annexed herewith.

EMPLOYEES RELATIONS

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the Workers, Staff and executives of the Company at all levels and other employees who have contributed to the efficient and successful management of the Company.

LISTING.

The Equity Shares are listed at Bombay Stock Exchange Ltd. Your Company is regular in paying listing fee to BSE.

ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, Financial Institutions, Banks and Investors for their unstinted support, assistance and valuable guidance.

Place: Muradnagar By Order of the Board Date : 12nd August, 2014 For Sybly Industries Limited

Registered Office: Pawan Puri, Muradnagar. Sd/- Sd/- Distt. Ghaziabad (U.P)-201206 (Mahesh Chand Mittal) (Nishant Mittal) Managing Director Whole Time Director DIN : 00284866 DIN : 02766556


Mar 31, 2012

To, The Members of Sybly Industries Limited

The Directors have pleasure in presenting the 24th Annual Report along with the Audited Statement of Accounts of the company for the financial year ended 31It March, 2012.

FINANCIAL HIGHLIGHTS : Current Year Previous Year (Rs.in Lacs) (Rs.in Lacs)

Sales & Receipt from Operations 7725.37 6757.49

Other Income 325.76 20.38

Operating Profit before Interest & Depreciation 365.47 225.64

Less : Interest 234.27 232.45

Gross Profit/(Loss) 131.20 (6.81)

Less : Depreciation 292.49 296.56

Net Profit for the Year (161.29) (303.37)

Less : Provision for Current Tax - -

Provision for Deferred Tax (50.27) (87.33)

Profit /(Loss) after Tax (111.02) (216.04)

Add : Balance Brought Forward (395.85) (174.90)

(506.87) (390.94)

Less : Appropriation 5.82 4.91

Balance Carried Over to Balance Sheet (512.69) (395.85)

DIVIDEND

Due to loss during the year your directors have not proposed any dividend.

PERFORMANCE

Your Company is trying to overcome from setback of earlier global economic meltdown and has booked turnover increasing by 14% from the previous year. Your directors hope for better results in the coming financial year. No material change has occurred since the date of the Balance Sheet and the date of this report, which has any adverse effect on the working of the Company.

FUTUREOUTLOOK

After deep slowdown industrial growth is on increasing trend. The demand for Company's products is also increasing. As per available indicators the current year may bring material changes towards upward trends. Your management is hopeful for better performance.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956, and the rules made there under.

SUBSIDIARY COMPANY

M/s. Sybly International FZE, Sharjah (UAE) is the wholly owned subsidiary of the company.

As per provisions of Section 212, the Statement of Accounts of the wholly owned subsidiary company is attached with the Balance Sheet of the Company.

AUDITOR'S REPORT

There is no adverse qualification in the Auditor's Report.

AUDITORS

M/s. V. S. Gupta & Company, Chartered Accountants, Meerut, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 224(1B) of the Companies Act, 1956. Accordingly, M/s. V. S. Gupta & Company, Chartered Accountants, are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

Mr. M. C. Mittal will retire at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment. Your directors recommend his reappointment.

Mr. Lallan Tripathi was appointed as an additional independent director w.e.f. 01.06.2012 by the Board.

Mr. Nishant Mittal was appointed as an additional executive director w.e.f. 28.08.2012 by the Board.

Mr. M.K. Gupta resigned form the Board w.e.f. 01.06.2012. Board would like to place on record its appreciation for the valuable services rendered during his period.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors of your Company state :

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that 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 at the end of the financial year and of the loss ofthe Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee has met and reviewed the financial statements for the financial year ended 31.03.2012 and has not given any adverse observations. It has also recommended the re-appointment of M/s. V. S. Gupta & Co., Chartered Accountants as statutory auditors of the Company. Mr. V. P. Mittal ceased to be a member consequent upon his sad demise on 16.05.2011. Mr. M. C. Mittal, Mr. Mahendra Kumar Gupta and Mr.Virendra Pratap Mishra are the members of the audit committee. Mr. Virendra Pratap Mishra is the Chairman.

COST AUDITOR'S APPOINTMENT

The Department of Company Affairs has, vide its letter No.52/761/CAB-2000 dated 10.08.2000, ordered to get the cost accounts of the Company audited. Your directors have appointed M/s. M. K. Singhal & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2012-2013.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange, Management discussion & Analysis Report and Corporate Governance Report is annexed & form part of the Director's Report.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2) (a) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The prescribed details as required u/s 217(1)(e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of Board of directors) Rules 1988, are set out as per Form 'A' & Form 'B' annexed herewith.

EMPLOYEES RELATIONS

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the Workers, Staff and executives of the Company at all levels and other employees who have contributed to the efficient and successful management of the Company.

LISTING

The Equity Shares are listed at Bombay Stock Exchange Ltd. Your Company is regular in paying listing fee to BSE. ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, Financial Institutions, Banks and Investors for their unstinted support, assistance and valuable guidance.

Place: Muradnagar By Order of the Board

Date : 28th August, 2012 For Sybly Industries Limited

Registered Office:

Pawan Puri, Near Canal Sd/-

Muradnagar. 201206 Satya Prakash Mittal

Distt. Ghaziabad (U.P.) Chairman


Mar 31, 2010

The Directors havepleasure in presenting the 22rd Annual Report along with the Audited Statement of Accountsof the company for the financial year ended 31th March, 2010.

FINANCIAL HIGHLIGHTS: Current Year Previous Yer

(Rs.in Lacs) (Rs.in Lacs)

Sales & Receipt from Operations 6021.05 5784.01

Other Income 134.96 134.62

Operating Profit before Interest & Depreciation 382.47 270.36

Less: Interest 237.56 241.81

Gross Profit 144.91 28.55

Less: Depreciation 300.10 293.94

Net Profit for the Year (155.19) (265.39)

Less: Fringe Benefit Tax - 1.08

Provision for Current Tax - -

Provision for Deferred Tax (127.84) (15.95)

Profit/(Loss) after Tax (27.35) (250.52)

Add: Balance Brought Forward (138.06) 115.01

(165.41) (135.51)

Less: Appropriation 9.49 2.55

Balance Carried Over to Balance Sheet (174.90) (138.06)

DIVIDEND

Due to loss during the year your directors have not proposed any dividend.

PERfQRMANCE

Due to last year global economic meltdown SME sector and Medium Level Corporate were affected very badly. However, your Company is trying to overcome from this situation and booked turnover increasing by 4% from the previous year. Your directors hope for better results in the coming financial year. No material change has occurred since the date of the Balance Sheet and the date of this report, which has any adverse effect on the working of the Company,

FUTURE OUTLOOK

After deep slowdown industrial growth is on increasing trend. The demand for Companys products is also increasing. As per available indictors the current year may bring material changes towards upward trend. Your management is hopeful for better performance.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956, and the rules made thereunder.

SHARE CAPITAL

There is no change in Share Capital of the Company during the year. However, out of 4,35,00,000 Convertible Warrants issued on 28.03.2008, only 5,00,000 warrants were converted on receipt of call money. 4,30,00,000 warrants were forfeited as per SEBI Guidelines and Regulations due to non receipt of call money within 18 months from the date of allotment.

SUBSIDIARY COMPANY

During the year M/s. Vartex Fabrics Pvt. Ltd. was ceased to be subsidiary of the company since February 2010 and M/s. Sybly International FZE, Sharjah (UAE) became subsidiary of the company w.e.f. 30.12.2009.

As per provisions of Section 212, the Statement of Accounts of the wholly owned subsidiary companies are attached with the Balance Sheet of the Company.

AUDITORS REPORT

There is no adverse qualification in the Auditors Report.

AUDITORS

M/s. V. S. Gupta & Company, Chartered Accountants, Meerut, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the limits prescribed U/s 224(1B) of the Companies Act, 1956. Accordingly, M/s. V.S.Gupta & Company, Chartered Accountants, are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. Their appointment has also been recommended by the Audit Committee.

DIRECTORS

Mr. Virendra Pratap Mishra was appointed as Additional Director of the Company by the Board w.e.f. 30.10.2009 and his appointment is to be regularized at this AGM and Mr. S. K. Goel resigned w.e.f. 28.10.2009 from directorship of the Company. The Directors placed on record their sincere appreciation to Mr. S. K. Goel for the guidance and contribution given by him during his tenure as a member of the Board.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.S.P. Mittal will retire at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Mr. M. C. Mittal was appointed as Managing Director w.e.f. 18.05.2010 and Mr. S. P. Mittal was appointed as Whole Time Director of the Company w.e.f. 01.10.2009. Your directors recommend their reappointments for the approval of shareholders.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that 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 at the end of the financial year and of the loss of the Company for that period;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the directors had prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee consists of Mr. V.P. Mittal, Mr. M.K. Gupta and Mr. M.C. Mittal as its members with Mr. V.P. Mittal as its Chairman. The audit committee has met and reviewed the financial statements for the financial year ended 31.03.2010 and has not given any adverse observations. It has also recommended the re-appointment of M/s. V. S. Gupta & Co., Chartered Accountants as statutory auditors of the Company. Details regarding composition of the Audit Committee are given in report on Corporate Governance.

COSTAUDITORSAPPOINTMENT

The Department of Company Affairs has, vide its letter No.52/761/CAB-2000 dated 10.08.2000, ordered to get the cost accounts of the Company audited. Your directors have appointed M/s. M.K.Singhal & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2010-2011.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with Stock Exchange, Management discussion & Analysis Report and Corporate Governance Report is annexed & form part of the Directors Report.

The details of remuneration of Managing Director as required pursuant to the provisions of schedule XIII part II, Section 11(B) is given in corporate governance report.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration during the year in excess of limits prescribed u/s 217 (2) (a) of the Companies Act, 1956, and the relevant rules made there under.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The prescribed details as required u/s 217( 1 )(e) of the Companies Act 1956 read with Companies (Disclosures of Particulars in the Report of Board of directors) Rules 1988, are set out as per Form A & Form B annexed herewith.

EMPLOYEES RELATIONS

The industrial relations continued to be cordial and harmonious. Your directors wish to place on record the appreciation for the devoted services rendered by the Workers, Staff and executives of the Company at all levels and other employees who have contributed to the efficient and successful management of the Company.

LISTING

The GDR is used by the company are listed at Luxembourg Stock Exchange and Equily shares are listed at Bombay Stock Exchange Ltd. Your Company is regular in paying listing fee to BSE.

ACKNOWLEDGEMENT

Your directors take this opportunity to offer their sincere thanks to various departments of the Central and State Governments, Financial Institutions, Banks and Investors for their unstinted support, assistance and valuable guidance.

Place: Muradnagar By Order of the Board

Date : 30th June, 2010 For Sybly Industries Limited

Registered Office:

Pawan Puri, Near Canal Sd/-

Muradnagar. 201206 Vimal Prakash Mittal

Distt. Ghaziabad (U.P.) Chairman

 
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