Sybly Industries Ltd Directors Report.

To The Members,

Your Directors are pleased to present the 30th Annual Report on the business and operations of the Company along with Audited Standalone Statement of Accounts for the Financial Year ended March 31st, 2018.

1. FINANCIAL RESULTS

The standalone financial performance of the Company for the financial Year ended 31st March, 2018 is as follows:

(Audited)

(Rs. In Lakh)

PARTICULARS For the Year Ended 31.03.2018 For the Year Ended 31.03.2017
Receipt from Operations 3563.92 7932.15
Other Income 83.93 466.84
Operating Profit before Interest & Depreciation 40.77 671.24
Less : Interest 153.50 162.98
Gross Profit/(Loss) (112.74) 508.26
Less : Depreciation 48.77 39.21
Net loss for the year (161.51) 469.05
Less : Provision for Current Tax 0.00 98.32
Provision for Deferred Tax (26.08) 148.07
Profit/(Loss) After Tax (135.42) 222.66
Add : Balance Brought Forward (287.05) (508.20)
Adjustments - Scheme of Arrangements 199.14 -
Surplus Available for Appropriation (223.33) (285.54)
Less : Appropriation (1.98) (1.51)
Balance Carried Over to Balance Sheet (225.31) (287.05)
Earnings Per Share (EPS)
-Basic (1.48) 0.55
-Adjusted Basic 0.00 2.43
-Diluted 0.00 0.00

2. FINANCIAL HIGHLIGHTS

During the period under review turnover of the Company decreased fromRs. 7932.15 Lakh to Rs.3563.92Lakh i.e. a decrease of 55.07%. Further, the Net Profit after Tax also decreasedfrom Rs. 222.66 Lakh to Loss of Rs.135.42 Lakh resulting decreased around 161%.

3. CHANGE IN THE NATURE OF BUSINESS

However, pursuant to Composition Scheme of NCLT Order 31.01.2018 the non-core Assets & Liabilities of Company has been transferred to Space Incubatrics Technologies Limited. There is no change in the nature of the Business during the Financial Year under review.

4. STATEMENT OF AFFAIRS

During the year under review your company has experimented by recycling process whichresulted to make new polyester fabrics, new polyester filament fibres are produced by a process of shredding, granulating and melting followed by extruding new treads. The environmental benefit of recycling is that the fibre can principally be reused again and again. This replaces the use of new virgin fibres with each cycle. However, the textile fibre will gradually decrease in quality and ultimately end up in waste disposal or incineration (down-cycling).

Reuse and recycling both provide environmental benefits:

? It reduces the need for landfill space (also counts when incinerated).

? It reduces pressure on virgin materials and non-renewable resources (like crude oil).

? It usually results in less pollution and energy use than production from new raw materials.using recycled polyester fibre and successfully produced quality yarn. This yarn has been well accepted in the market.

5. CAPITAL STRUCTURE

The Paid up Capital of Company was 4,07,22,600/- of equity Share aggregating Rs. 40,72,26,000/-However, the Company went under to the restructuring program which resulted in lowering of Paid-up capital of a company restructuring. As at 31st March 2017, the paid–up share capital of the Company the details of which are given under the head of scheme of arrangement. 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.

6. SCHEME OF ARRANGEMENT

The Shareholder of the Company through Postal ballot route approved the scheme of arrangement, which was subsequently filed before Honble NCLT, Allahabad for its approval. Your Company has received the order from the Honble NCLT, Allahabad Bench for hiving off its Financial Assets and Liabilities to Space Incubatrics Technologies Limited and merger of Vartex Fabrics Private Limited and Dux Textiles Private Limited with the Company. The main features of the said scheme are, transferring investment division of the Company to Space Incubatrics Technologies Private Limited, Reduction of Paid up Capital, Merger of Vartex Fabrics Private Limited and Dux Textiles Private Limited with the company. The said Order of Honble NCLT, Allahabad was filed by the Registrar of Company, Kanpur on 03.03.2018 and the scheme effected from the said date. As a result of the approval of said scheme the Non-core business of the Company stand transferred to Space Incubatrics Technologies Limited resulting paid up share capital increased by 85%. The existing Shareholder of the Company have been allotted shares of equivalent value by space Incubatrics Technologies Limited. The resulting company i.e Space Incubatrics Technologies Limited has also made an application for Listing of the equity at BSE. Your Company is also made revised listing application to BSE for listing of its shares consequent upon allotment of Shares by your company. The BSE has accorded its Listing & Trading Approval. Consequent upon the restructuring your company has allotted new ISIN no. INE080D0I042 by the NSDL & CDSL.

7. DIVIDEND

In view of the losses incurred by your Company, your board does not recommend any dividend for the financial year 2017-18.

8. TRANSFER TO RESERVE

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

9. 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.

10. NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 9 times during the financial year from 1st April, 2017 to 31st March, 2018. The dates on which the meetings were held are as follows: 30th May,2017, 29th July, 2017, 21st August, 2017, 14th September, 2017, 19th September, 2017, 14th December, 2017, 14th February,2018, 09th March, 2018, and 28th March, 2018.

11. 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. She has offered herself for reappointment.

Mr. Mahesh Chand Mittal resigned as Chairman, Managing Director and Director of the Company. Mrs. Suman Mittal has been Whole Time Director & CFO of the Company with effect 28.03.2018.

The Designation of Mr. Nishant Mittal was changed to Managing Director from the Whole Time Director dated 28.03.2018. Further his tenure as Managing Director got complete on 27.08.2018 therefore he has been recommended as managing Director for 3 years by the Nomination and Remuneration Committee dated 13.08.2018 and re-appointed by the Board of Directors Meeting held on 13.08.2018 subject to be confirmed, ratified and approved by shareholders in their held on 27.09.2018. Ms. Priya Tyagi resigned from the position of the Company Secretary Cum Compliance Officer of the Company w.e.f. 09th March, 2018.

Mr. Sumit Dass has been appointed as Company Secretary Cum Compliance Officer on 23rd April, 2018.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board confirms that the independent directors meet the criteria as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the Independent Directors on the Board of the Company serve as an Independent Director in more than Seven (7) Listed Companies nor holds the position of Whole Time Director in any Listed Company.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, to the best of their knowledge and ability, confirm that: i. in the preparation of annual accounts the applicable accounting standards had been followed and there are no material departures. ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the loss of the Company for that period; iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. the directors had prepared the annual accounts on a going concern basis; v. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and vi. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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

Consequent to the enforcement of arrangement Wholly Owned Subsidiary of Company.TheSybly International FZE, Sharjah (UAE) (Wholly Owned Subsidiary) has now been transferred to the Space Incubatrics Technologies Private Limited. As at 31.03.2018 the Company does not have any Subsidiary or Associate Company AOC-1 is not attached.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING

THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

16. DISCLOSURES REQUIRED WITH RESPECT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment of Managerial Personnel) Rules, 2014 is given in an Annexure-A and forms part of this Report.

17. RISK MANAGEMENT POLICY

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

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the preview of said section during the year.

19. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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. 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.

21. AUDIT COMMITTEE

As per the provisions of Section 177 of the Companies Act, 2013 your Company has re-constituted Audit committee on 28.03.2018. The Companys 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. LallanTripathi Chairman(Non-Executive &Independent Director)
2. Mr. Dhan Pal Jain Member(Non-Executive &Independent Director)
3. Mrs. Suman Mittal Member (Executive &Independent Director)*
4. Mr.Mahesh Chand Mittal Member (Managing Director) **

* Appointment of Mrs. Suman Mittal w.e.f 28.03.2018 ** Resigned of Mr. Mahesh Chand Mittal w.e.f 28.03.2018

22. ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

Your Company will adopt Indian Accounting Standards (IND AS) with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs notification of the Companies Rules, 2015. For year 2017-18, company has completed the assessment of impact of changes to Indian Accounting Standards for relevant periods. The Company has modified accounting and reporting systems to facilitate the changes.

23. 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 28.03.2018. The Companys Nomination and Remuneration Committee comprise of threeNon-executive Independent/ Non-executive Non-Independent Directors.Out of which 2 are Non-Executive Independent Directors and 1 is Executive Non-Independent Director.The details of the composition of the Committee are set out in the following table:

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

* Appointment of Mrs. Suman Mittal w.e.f 28.03.2018 ** Resigned of Mrs. Mamta Garg w.e.f 28.03.2018

24. POLICY ON DIRECTORSAPPOINTMENT 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.

25. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has formulated a Vigil Mechanism Policy to encourage all employees and directors of the Company to report any unethical behaviour, actual or suspected fraud or violation of the Code of the Company and to provide a secure environment to such employees acting in good faith and safeguarding them from any adverse action by the management. This policy is in line with the requirements of the provisions of the Section 177(9) of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Vigil Mechanism is available on the website of the Company. http://sybly.com/wp-content/uploads/2015/05/Whistle_Blower_Policy.pdf

26. DEPOSIT FROM PUBLIC

The company has neither any outstanding deposit nor accepted any deposits from public during the period under review 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.

27. STATUTORY AUDITORS AND AUDITORS REPORT

The shareholders of the Company at last AGM held on September 06, 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, subject to ratification by members at every AGM, if required under the provisions of the Companies Act, 2013. However, the Companies Amendment Act, 2013 has deleted the condition of ratification of statutory auditors and accordingly they hold their office till the conclusion of Annual General Meeting to be held in 2022.

28. 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) Rules, 2014, for the financial year ended March 31st, 2018. The Secretarial Audit Report for the financial year ended March 31st, 2018 has been obtained and does not contain any qualification, which requires any comments from the Board. The Secretarial Audit Report for financial year ended March 31st, 2018 is annexed to this report as Annexure ‘B.

29. 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 2017-2018.

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. Cost Accountants.

30. LISTING OF SHARES

Equity Shares of the Company are listed on BSE Limited. Company has complied with all the requirement of Listing Obligations Disclosure Requirements (LODR) during the period of review. Listing Fee has been paid for the Financial Year 2017-18 & 2018-2019.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 aregiven in the notes to the Financial Statements.

32. 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.

33. 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.

34. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

Related Party Transactions, if any, are presented to the Audit Committee. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by Board on recommendation of the Audit Committee is uploaded on the Companys website at the following web link: http://sybly.com/wp-content/uploads/2015/05/Material_Policies_RPT.pdf

Your Company does not have any contracts or arrangements with its related parties under Section 188(1) of the Companies Act, 2013, which are not on arms length basis or material in nature. Hence, the details of such contracts or arrangements with its related parties are not disclosed in Form AOC-2 Annexure-E as prescribed under the Companies Act, 2013 and the Rules framed thereunder.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Management Discussion and Analysis Report is included in this Report as Annexure-F.

36. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate withthe size, scale and complexity of itsoperations. The Company has anInternal Audit Department with adequate experience and expertisein internal controls, operating system and procedures. In dischargingtheir role and responsibilities, the department is supported by anexternal audit firm.The Internal Audit Department reviews the adequacy of internalcontrol system in the Company, its compliance with operatingsystems and laiddown policies and procedures. Based on the reportof internal audit function, process owners undertake correctiveactions in their respective areas and thereby strengthen the controls.

Significant audit observations and corrective actions thereon arepresented to the Audit Committeeof the Board.

37. CORPORATE GOVERNANCE

Pursuant to Regulation 15 of SEBI (LODR) Regulation, 2015 has given exemptions. Therefore Reg.27 of LODR is not applicable on your Company and Corporate Governance is not attached.

38. Prevention of Sexual Harassment at Workplace

Your Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women atWorkplace and matters connected therewith or incidental thereto covering all the aspects as required under the "The Sexual Harassment ofWomen 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.

39. 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
(Nihsant Mittal)
Managing Director
DIN: 02766556
Residential Address: Flat No.603, Tower-2,
Place : Muradnagar Orange County,Ahinsa Khand-1,
Date : 13stAugust, 2018 Near Aditya Cinemas, Indirapuram,
Registered Office: Pawan Puri, Shipra Sun City, Ghaziabad 201014,
Muradnagar Distt. Ghaziabad (U.P.)– 201206 Uttar Pradesh