Sybly Industries Ltd Directors Report.

To

The Members,

Your Directors are pleased to present the 31st Annual Report on the business and operations of the Company along with Audited Standalone Statement of Accounts for the Financial Year ended March 31st, 2019.

1. FINANCIAL RESULTS

The standalone financial performance of the Company for the financialYear ended 31st March, 2019 is as follows:

(Audited)

(Rs. In Lakh)
PARTICULARS For the Year For the Year
Ended 31.03.2019 Ended 31.03.2018
Receipt from Operations 3013.40 3563.92
Other Income 37.05 83.93
Operating Profit before Interest & Depreciation 80.85 40.77
Less : Interest 169.12 153.50
Gross Profit/(Loss) (88.27) (112.74)
Less : Depreciation 51.77 48.77
Net loss for the year 140.04 161.51
Less : Provision for Current Tax 0.00 0.00
Provision for Deferred Tax (35.45) (26.08)
Profit/(Loss) After Tax (104.59) (135.42)
Add : Balance Brought Forward (225.31) (287.05)
Adjustments - Scheme of Arrangements 0.00 199.14
Surplus Available for Appropriation (329.90) (223.33)
Less : Appropriation 0.00 (1.98)
Balance Carried Over to Balance Sheet (329.90) (225.31)
Earnings Per Share (EPS)
-Basic (1.14) (1.48)
-Adjusted Basic 0.00 0.00
-Diluted 0.00 0.00

2. FINANCIAL HIGHLIGHTS

During the period under review turnover of the Company decreased from Rs. 3563.92 Lakh to Rs.3013.40 Lakh i.e. a decrease of 15.45%. Further, the Net Loss after Tax decreased from Rs. 135.42 Lakh to Loss of Rs.104.59 Lakh resulting decreased loss around 22.77%.

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

There is downfall in the revenue of the company due to overall slowdown in the market. But Net Loss of the Company has reduced to Rs. 140.04 Lakh from Rs. 161.51 Lakh during 2018.

5. CAPITAL STRUCTURE

The Authorised Share Capital of the Company as on March 31, 2019 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. However, pursuant to the Scheme of arrangement Company has issued 6107899 equity share and 3048754 equity share to the shareholders of transferor Company on 28.03.2018.

DIVIDEND

In view of the losses incurred by your Company, your board does not recommend any dividendforthefinancialyear

2018-19.

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. OTHER INFORMATION

Sweat Equity Shares, Employee Stock Option/ RightIssue/ 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.

9. NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 9times during the financial yearfrom1 st April, 2018 to 31st March, 2019. The dates on which the meetings were held are as follows: 23rdApril,2018, 30th May, 2018, 13th August, 2018, 27th September, 2018, 15th October, 2018, 14th November, 2018, 31stDecember,2018, 14th February, 2019 and 30th March, 2019.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the requirements of the Companies Act, 2013:-

Mrs. Mamta Garg will retire by rotation at the forthcoming Annual General Meeting. Being eligible she has offered herself for re-appointment.

Mr. Mahesh Chand Mittal has been appointed as additional director with effect from 30.03.2019 by the board of directors.Your Board recommends the appointment of Mr. Mahesh Chand Mittal as Ordinary director of the Company in the forthcoming AGM.

Appointment of Mr. Virendra Kumar Govil has been done as additional director of the company with effect from 15.10.2018.

Your Board recommends the appointment of Mr. Virendra Kumar Govil as independent director of the Company in the forthcoming AGM.

Mrs. Suman Mittal resigned on 30.03.2019 from the Designation of Whole Time Director and CFO.However, she was again appointed as CFO from 30.03.2019.

Board appointed Mr. Sumit Dass as a Company Secretary and Compliance Officer of the Company with effect from 5thMay, 2018, to perform the duties which shall be performedby the Company Secretary under the Companies Act, 2013.He resigned w.e.f. 26.04.2019.

Mr. Sagar Agarwal Appointed as Company Secretary w.e.f. 30.05.2019

11. 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.

12. 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.

13. INFORMATION ABOUT THE FINANCL PERFORMANCE/ FINANCIAL POSITION OF THE SUBSIDIARY

During the F.Y. 2018-19 your company does not have any unlisted/listed subsidiary company or Joint Ventures or any Associate Companies. Therefore AOC-1 is not attached.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

The Adjudicating Officer of SEBI vide an Order dated 15/03/2019 imposed a Penalty of Rs. 10.30 Crore on the Company in respect of some non-compliances regarding Public Issue of GDR by the Company in the FY 2008-09. However, as per the information provided by the Company, the company has filed an Appeal before Securities Appellate Tribunal (SAT), Mumbai against the impugned Order. Further Vide Order dated 16/11/2018 issued by Whole Time Member, SEBI the Company is debarred from accessing capital market for a period of 5 years. However, as per the information provided by the Company, the company has filed an Appeal before Securities Appellate Tribunal (SAT), Mumbai against the impugned Order.

15. 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.

16. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implements 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.

17. 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.

18. 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.

19. 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 Companys 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 Companys 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. V.S. Gupta &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.

20. AUDIT COMMITTEE

As per the provisions of Section 177 of the Companies Act, 2013. The Companys Audit Committee comprise of majority of the Independent Directors. All the members of the Committee have relevant experience in financialmatters. The details of the composition of the Committee are set out in the following table:

S. No. Name Designation
1. Mrs. Mamta Garg* Chairman (Non-Executive &Independent Director)
2. Mrs. Suman Mittal** Member (Executive Director)
3. Mr. Nishant Mittal*** Member (Executive Director)
4. Mr. Dhan Pal Jain Member ( Independent Director)
5. Mr. Lallan Tripathi**** Chairman (Independent Director)

*Appointed w.e.f. 15.10.2018

**Resigned w.e.f. 30.03.2019

***Appointed w.e.f. 30.03.2019

****Resigned w.e.f. 30.03.2019

21. NOMINATION AND REMUNERATION COMMITTEE

As per the provisions of Section 178 of the Companies Act, 2013 your Company has re-constituted Nomination and Remuneration Committee on 15.10.2018. The Companys Nomination and Remuneration Committee comprise of three Non-executive Independent Director.

S. No. Name Designation
1. Mr. Lallan Tripathi* Chairman (Non-Executive & Independent Director)
2. Mr. Dhan Pal Jain Member (Non-Executive & Independent Director)
3. Mr. Virendra Kumar Govil** Chairman (Non-Executive & Independent Director)
4. Mrs. Mamta Garg*** Member (Non-Executive & Independent Director)
5. Mrs. Suman Mittal**** Member (Executive Director)

*Resignedw.e.f.15.10.2018 **Appointedw.e.f.15.10.2018 ***Appointedw.e.f.15.10.2018 ****Resignedw.e.f.15.10.2018

22. 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, rematerialzation and dematerialization of shares and transfer of shares of the Company..

S. No. Name Designation
1. Mr. Lallan Tripathi* Chairman (Non-Executive & Independent Director)
2. Mr. Dhan Pal Jain Member (Non-Executive & Independent Director)
3. Mr. Virendra Kumar Govil** Chairman (Non-Executive & Independent Director)
4. Mrs. Mamta Garg*** Member (Non-Executive & Independent Director)
5. Mrs. Suman Mittal**** Member (Executive Director)

*Resignedw.e.f.15.10.2018

**Appointedw.e.f.15.10.2018

***Appointedw.e.f.15.10.2018

*****Resignedw.e.f.15.10.2018

23. 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.

24. 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

25. 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, 2019, but there was an outstanding loan of Rs. 4,00,23,996/- not including interest from the

Promoter-Directors, of the Company which is an exempted as deposit under Rule 2(c)(viii) of Companies (Acceptance of Deposit) Rules, 2014.

26. STATUTORY AUDITORS AND AUDITORS REPORT

The shareholders of the Company at AGM held on September 27, 2017 had appointed M/s. Vipin Nagar & Co. (ICAI Firm Registration Number:05171C), Chartered Accountants, LLP, as the Statutory Auditors of the Company for an initial term of 5 years.

AUDITOR REPORT

The Auditor Report for the financial year ended March 31st, 2019 has been obtained and contain a remark i.e. The Adjudicating Officer of SEBI vide an Order dated 15/03/2019 imposed a Penalty of Rs. 10.30 Crore on the Company in respect of some non-compliances regarding Public Issue of GDR by the Company in the FY 2008-09. However, as per the information provided by the Company, the company is in the process of filing an Appeal before Securities Appellate Tribunal (SAT), Mumbai against the impugned Order. Till the date of Audit Report, appeal has not been filed.

The Company has filed an appeal before the Honble Securities Appellate Tribunal on 31/05/2019, the same has been listed for hearing on 5th September,2019.

27. SECRETARIAL AUDITORS & SECRETARIAL AUDITORS REPORT

The Board had appointed M/s. D. K. Gupta & Co. (CP No. 3599)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) R0ules, 2014, for the financial year ended March 31 st, 2019. The Secretarial Audit Report for the financial year ended March 31 st, 2019 has been obtained and does not contain any qualification, which requires any comments from the Board. The Secretarial Audit Reportforfinancialyear ended March 31 st, 2019 is annexed to this report as Annexure ‘B.

28. COST AUDITORS

Pursuant to relevant provisions of the Companies Act, 2013, the Board has appointed M/s. M. K. Singhal & Co., Cost

Accountants, on the recommendation of Audit Committee as the Cost Auditors of the Company for the financial year 2018-2019.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made thereunder, Members are requested to consider the ratification of the remuneration payable to M/s. M. K Singhal & Co. CostAccountants.

29. 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.

30. 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-C to this report.

31. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT–9, as required under Section 92(3) of the Companies Act, 2013, is included in this Report as Annexure-D.

32. 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.

33. 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.

34. 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 theAudit Committee of the Board.

35. CORPORATE GOVERNANCE

As Per Regulation 15(2) of SEBI (Listing Obligation and disclosure Requirement) Regulation 2015, Compliance with the corporate governance provision as specified in Regulation 17 to 27

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 Obligation and disclosure Requirement) Regulation, 2015, therefore Company in not required to comply with said provisions.

36. 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. The Company has constituted Internal Complaints Committee (ICC) known as Prevention of Sexual Harassment (POSH) Committee to enquire in to complaints of Sexual Harassment and recommend appropriate action. There were no complaints received under the aforesaid policy during the year.

37. ACKNOWLEDGEMENT

The Board of Directors acknowledges with gratitude the co-operation extended by the Companys 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 Companys employees at all levels.

by order of the Board
For SYBLY INDUSTRIES LIMITED
Sd/-
(Nishant Mittal)
Chairman &Managing Director
Place : Muradnagar DIN: 02766556
Date : 29thAugust, 2019 Residential Address: Flat No.603, Tower-2, Orange
Registered Office: County,AhinsaKhand-1, Near Aditya Cinemas,
Pawan Puri, Muradnagar Indirapuram, Shipra Sun City Ghaziabad, 201014,
Distt. Ghaziabad (U.P.)– 201206 Uttar Pradesh