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Company Information

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SYBLY INDUSTRIES LTD.

13 March 2025 | 03:20

Industry >> Textiles - Spinning - Cotton Blended

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ISIN No INE080D01042 BSE Code / NSE Code 531499 / SYBLY Book Value (Rs.) 0.93 Face Value 10.00
Bookclosure 30/09/2024 52Week High 12 EPS 0.00 P/E 0.00
Market Cap. 6.07 Cr. 52Week Low 5 P/BV / Div Yield (%) 7.11 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

Your Directors are pleased to present the 36th Annual Report on the business and operations of
the Company along with Audited Standalone Statement of Accounts for the Financial Year
ended March 31, 2024.

FINANCIAL RESULTS

The standalone financial performance of the Company for the financial Year ended 31st March,
2024 is as follows.

(Audited)

(Rs. In Lakh)

Particulars

Financial Year

ended

31.03.2024

Financial Year ended
31.03.2023

Total Revenue

3.41

78.81

Total Expenses

104.80

262.40

Profit before Tax

-101.39

-183.59

Less: Current Tax

0

0

Deferred Tax

-120.84

-59.93

Profit/(Loss) for the period

-352.24

-222.37

FINANCIAL HIGHLIGHTS

During the period under review revenue of the Company decreased from Rs.78.81 Lakh to Rs.3.41 Lakh

i.e. decrease of 95.67%. Further, the Net Loss after Tax increased to Rs -352.24 Lakh from Rs. -222.37
Lakh i.e. decreased around 58.40%.

CHANGE IN THE NATURE OF BUSINESS

That owing to the prevailing situation in the Country and the worldwide spread of COVID pandemic
followed by the present scenario of slowdown, the manufacturing seems not viable with the old and
obsolete machineries due to high cost of manufacturing, maintenance and other overheads.

Therefore the management has decided to shut down its manufacturing activity of Polyester Yam at its
plant at Pawan Puri. Muradnagar Ghaziabad, Uttar Pradesh. However, the Company will continue the
trading activity of all types of Yarn & Textile products at Pawan Puri, Muradnagar Ghaziabad. Uttar
Pradesh till the further arrangement.

STATEMENT OF AFFAIRS

There was a steep downfall in the revenue & profitability of the company due to COVID Pandemic
impact & overall slowdown in the market the management has decided to shut down its manufacturing
activity of Polyester Yam at its plant at Pawan Puri, Muradnagar, Ghaziabad and Uttar Pradesh.
However, the Company will continue the trading activity of all types of Yarn & Textile products at
Pawan Puri, Muradnagar Ghaziabad. Uttar Pradesh till the further arrangement.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company as on March 31, 2024 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.

THE BOARD OF DIRECTORS

The Board of Directors is the apex body constituted by shareholders and plays a crucial role in the
overall functioning, strategic decision making and leadership of the company. It provides strategic
direction and leadership and oversees the management policies and their effectiveness, looking at the
long-term interests of shareholders and other stakeholders. The Board performs key functions by
fulfilling the responsibilities for achieving economy, efficiency and effectiveness for the Company vis¬
a-vis shareholders’ value creation. It has ultimate responsibility for the development of strategy,
management, general affairs, direction, performance and long-term success of the business as a whole.
The Board functions in accordance with the powers delegated under the Companies Act, 2013, SEBI
(LODR), Memorandum & Articles of Association, Maharatna Guidelines issued by DPE and other
guidelines issued by the Government of India from time to time, as may be applicable to the Company.

SIZE & COMPOSITION OF THE BOARD

Your Company is managed and controlled by a Board comprising an optimum blend of Executives and
Non-Executive Professional Directors as on March 31, 2024. The Board of Directors consists of four (4)
Directors including One (1) Managing Director, One (1) Non-executive Director, Two (2) Non¬
executive Independent Directors [including One (1) Non-executive & Independent Woman Director] and
One (1) Company Secretary and Chief Financial Officer. The composition of the Board is in conformity
with Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and
the relevant provisions of the Companies Act, 2013. All the Directors possess the requisite qualifications
and experience in general Corporate Management, Finance, Banking and other allied fields which enable
them to contribute effectively to the Company in their capacity as Directors of the Company.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 4 times during the financial year from 1st April, 2023 to 31st March,
2024. The mandatory gap between two meetings is less than 120 days. The dates on which the Meeting
was held are as follows:

30th May, 2023, 14th August, 2023, 10th November, 2023 & 13th February, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) APPOINTMENT/ REAPPOINTMENT/ CESSATION OF DIRECTORS

• Appointment of Mr. Ramesh Sharma (DIN: 10728184) as an Additional Non-Executive &
Independent Directors of the Company w.e.f. 06th Aug 2024.

• Appointment of Mr. Piyush (DIN: 10727781) as an Managing Directors of the Company w.e.f.06th
Aug 2024.

• Appointment of Ms. Geeta Devi (DIN: 10313906) as an Additional Non-Executive & Independent
Directors of the Company w.e.f. 06th Aug 2024.

• Appointment of Mr. Umesh (DIN: 07015921) as an Additional Non-Executive & Non-Independent
Directors of the Company w.e.f. 06th Aug 2024.

• Resignation of Mr. Ramesh Chandra Sharma (DIN: 00284981) Non-Executive director of the
Company w.e.f., 06th August 2024.

• Resignation of Mr. Sachin (DIN: 0926955) Non-Executive Independent director of the Company
w.e.f., 06th August 2024.

• Resignation of Mrs. Ankita Garg Non-Executive Independent director of the Company w.e.f., 12th
August 2024.

• Resignation of Mr. Mahesh Chand Mittal as Managing Director of the Company w.e.f. 12th August,
2024

As per the provisions of the Companies Act, 2013, Mr. Umesh retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment. The Board
recommends his re-appointment for approval of the members in the forthcoming Annual General
Meeting.

b) KEY MANAGERIAL PERSONNEL

• Appointment Mr. Dharmendra Gupta as Chief Financial Officer for the financial 2024-2025
w.e.f., 06th August, 2024.

• Resignation of Mr. Sagar Agarwal as Chief Financial Officer of the Company w.e.f., 06th August,
2024.

• Resignation of Mr. Mahesh Chand Mittal as Managing Director of the Company w.e.f. 12th August,
2024.

• Resignation of Mr. Sagar Agarwal as Company Secretary of the Company w.e.f., 12th August,
2024.

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.

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.

AUDIT COMMITTEE

As per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR)
Regulation, 2015, 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. Sachin*

Chairman (Non-Executive & Independent Director)

2.

Mrs. Ankita Garg1

Member (Non-Executive & Independent Director)

3.

Mr. Mahesh Chand
Mittal2

Member (Executive Director)

4.

Ramesh Sharma3

Chairman (Non-Executive & Independent Director)

5.

Geeta Devi4

Member (Non-Executive & Independent Director)

6.

Piyush******

Member (Executive Director)

* Resignation as Chairman of Audit Committee w.e.f. 06.08.2024
**Resignation as Member of Audit Committee w.e.f. 12.08.2024
*** Resignation as Member of Audit Committee w.e.f. 12.08.2024
****Appointment as Chairman of Audit Committee w.e.f. 06.08.2024
***** Appointment as Member of Audit Committee w.e.f. 06.08.2024
******Appointment as Member of Audit Committee w.e.f. 06.08.2024

Meetings of the Committee:

The committee met 4 times during the Financial year 2023-2024:

1. 29/05/2023

2. 12/08/2023

3. 10/11/2023

4. 12/02/2024

NOMINATION AND REMUNERATION COMMITTEE

As per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR)
Regulation, 2015, the Company’s Nomination and Remuneration Committee comprise of three Non¬
Executive Independent/Non-Executive Non-Independent Directors. Out of which 2 are Non-Executive
Independent Directors and 1 is Non-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. Sachin5

Chairman (Non-Executive & Independent
Director)

2.

Mrs. Ankita Garg1

Member (Non-Executive & Independent
Director)

3.

Mr. Ramesh Chandra Sharma2

Member (Non-Executive & Non Independent
Director)

4.

Mr. Ramesh Sharma3

Chairman (Non-Executive & Independent
Director)

5.

Mr.Umesh4

Member (Non-Executive & Independent
Director)

6.

Ms. Geeta Devi******

Member (Non-Executive & Non Independent
Director)

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

S. No.

Name

Designation

1.

Mr. Sachin

Chairman (Non-Executive & Independent
Director)

2.

Mrs. Ankita Garg

Member (Non-Executive & Independent Director)

3.

Mr. Ramesh Chandra Sharma

Member (Non-Executive & Non Independent
Director)

4.

Mr. Ramesh Sharma

Chairman (Non-Executive & Independent
Director)

5.

Ms. Geeta Devi

Member (Non-Executive & Independent Director)

6.

Mr. Umesh

Member (Non-Executive & Non Independent
Director)

* Resignation as Chairman of Nomination and Remuneration Committee w.e.f. 06.08.2024
**Resignation as Member of Nomination and Remuneration Committee w.e.f. 12.08.2024
*** Resignation as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024
****Appointment as Chairman of Nomination and Remuneration Committee w.e.f. 06.08.2024
***** Appointment as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024
******Appointment as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024

Meetings of the Committee:

The Committee met 1 time on 12/08/2023, during the F.Y.-2023-24.

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.

httv://www.svblv.com/wv-content/uvloads/2018/02/NominationRemuneration 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.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has developed and
implemented 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 Contingent liability exceeds net
worth still there is no risk/threat

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.

CODE OF CONDUCT

The Company has in place Code of Conduct for Directors and Senior Management Personnel (Code)
with a view to enhance ethical and transparent process in managing the affairs of the Company. This
code is applicable to all the Board Members including Government Nominee(s) & the Independent
Director(s) and the Senior Management Personnel of the Company. Declaration as required under
Regulation 34 (3) Schedule V of the SEBI (LODR) Regulations, 2015 The members of the Board and
Senior Management Personnel have affirmed compliance of the Code of Conduct for Board Members &
Senior Management Personnel for the financial year ended on 31st March, 2024.

WHISTLE BLOWER POLICY

The Company has a Board approved ‘Whistle Blower Policy’ for directors and employees to report to
the management, concerns about unethical behaviour, actual or suspected fraud or violation of the
company’s code of conduct or ethics policy. It also provides adequate safeguard against victimization of
employees, who avail the mechanism and direct access to the Chairman of the Audit Committee, if
required. No personnel of the Company had been denied access to the Chairman of audit committee.

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

During the F.Y. 2023-2024 your company does not have any unlisted/listed subsidiary company or Joint
Ventures or any Associate Companies. Therefore, AOC-1 is not applicable

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE.

(i) A demand of Rs. 482.46 Lakh has been raised by the Office of the Assistant Commissioner of Income
Tax for the assessment year 2017-18. Against this demand, Company has filed an appeal with
Commissioner of Income Tax (Appeal). However The Income Tax assessments of the Company are
pending for the assessment year 2020-21, 2021-22 & 2022-23.

(ii) A demand of Rs. 38.14 lakh and interest thereon has been raised by the Office of the Additional
Commissioner (Customs) for non-fulfillment of Export Obligations against Custom Duty saved under
EPCG Scheme. Against this demand, Company has filed an appeal with Commissioner of Customs
(Appeal). Such appeal has been rejected by the Commissioner (Appeal). Company is planning to file
appeal to the Tribunal against this order.

(iii) A demand of Rs. 38.14 lakh and interest thereon has been raised by the Office of the Additional
Commissioner (Customs) for nonfulfillment of Export Obligations against Custom Duty saved under
EPCG Scheme. Against this demand, Company has filed an appeal with Commissioner of Customs
(Appeal). Such appeal has been rejected by the Commissioner (Appeal). Company is planning to file
appeal to the Tribunal against this order.

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.

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.

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.
Karan Mittal & 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.

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.

httv://www.svblv.com/wv-content/uyloads/2018/02/Whistle Blower Policy.pdf
DIVIDEND

In view of the losses incurred by your Company, your board does not recommend any dividend for the
financial year 2023-2024.

TRANSFER TO RESERVE

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

OTHER INFORMATION

Sweat Equity Shares, Employee Stock Option/Right Issue/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.

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, 2024, but there is an outstanding loan of
Rs. 14,45,446.87/- not including interest from the Promoter-Directors of the Company and Corporate
Deposit of Rs. 5,46,39,532/- from the group Company, which are exempted as deposit under Rule
2(c)(viii) and 2(c)(vi) of Companies (Acceptance of Deposit) Rules, 2014.

STATUTORY AUDITORS

The shareholders of the Company at AGM held on September 30, 2022 had appointed M/s. V.S. Gupta
& Co., Chartered Accountants, having FRN No. 00724C (“the Auditors”), as the Statutory Auditors of
the Company for an initial term of 5 years.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute
of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of
the ICAI.

During the year under review, the Audit Committee reviewed the independency, objectivity of the
Auditors and the effectiveness of the audit process. The Auditors attended the Annual General Meeting
of the Company held during the year under review

AUDITOR’S REPORT

The Auditor Report for the financial year ended March 31st, 2024. There is no adverse
qualification/remark in the Auditor’s Report.

SECRETARIAL AUDITORS & SECRETARIAL AUDITOR’S REPORT

The Board had appointed M/s. Sonia Rani & Associates (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, 2024. The Secretarial Audit Report for the financial year ended March
31st, 2024 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, 2024 is annexed to this
report as Annexure ‘B’.

COST AUDITORS

In terms of the provisions of Section 148 of the Companies Acts, 2013 read with the Rules made there
under, the provisions of maintenance of cost records and the provisions of cost audit are not applicable to
your Company.

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.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN

As the Company has not carried any manufacturing activity, therefore no information is required to be
given. Therefore, Form-A is not attached with this report.

EXTRACT OF ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company’s website at:

http://www.svbly.com/wp-content/uploads/2023/11/Form MGT-7 2023.pdf

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.

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-D.

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 the Audit Committee of
the Board.

DEMATERIALISATION OF SHARES

As on March 31, 2024, 99.86 % of the Company's total equity paid up capital representing 91,44,457
equity shares are held in dematerialized form. SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 mandates that the transfer, except transmission and transposition of securities, shall be
carried out in dematerialized form only with effect from 1st April 2019. The Company has directly sent
intimation to shareholders who hold shares in physical form advising them to get their shares
dematerialized.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified for the financial year 2023-24 as per the
provisions of Section 164 and 167 of the Companies Act, 2013 Act. The Directors of the Company have
made necessary disclosures as required under various provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, there was no foreign exchange inflow and outflow during the year under
review.

CORPORATE GOVERNANCE

As Per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and Clause
(b) to (i) of Sub-Regulation (2) of regulation 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 Obligations and disclosure
Requirements) Regulations, 2015, therefore Company in not required to comply with said provisions.

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. Your Directors state that during the year under review, pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company was not required
to constitute an internal complaints committee. Further, during the year under review, there were no

complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

SECRETARIAL STANDARDS

Your directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries
of India (ICSI) and notified by Ministry of Corporate Affairs (MCA) have been duly followed by
Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported
any instance of fraud committed against the Company by its officers or employees under Section
143(12) of the Companies Act, 2013.

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications made or any proceedings were pending against the Company under the
Insolvency and Bankruptcy Code, 2016 during the year under review. Further, there was no instance of
valuation of amount for settlement of loan(s) from Banks and Financial Institutions.

ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor’s information such as financial results, policies/codes, disclosures
and project updates are made available on the Company’s website (www.sybly.com) on a regular basis.

ACKNOWLEDGEMENT

The Board of Directors acknowledges with gratitude the co-operation extended by the Company’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.

By the order of the Board

FOR SYBLY INDUSTRIES LIMITED

SD/

PIYUSH UMESH KUMAR

Additional Director Additional Director

DIN: 10727781 DIN: 07015921

Residential Address: Q No-19C, Barwala Road, Residential Address: House No.130,near

Sadar thana new police line, hisar, haryana-125001 Block No.2, Mankawas, The

Dadri,Dist-Bhiwani Haryana-127306

Place: Haryana
Date: 31
st August, 2024

1

Resignation as Member of Nomination and Remuneration Committee w.e.f. 12.08.2024

2

Resignation as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024

3

Appointment as Chairman of Nomination and Remuneration Committee w.e.f. 06.08.2024

4

Appointment as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024
******Appointment as Member of Nomination and Remuneration Committee w.e.f. 06.08.2024

Meetings of the Committee:

The Committee met 1 time during the Financial Year- 2023-24 dated on 10/08/2023.

5

Resignation as Chairman of Nomination and Remuneration Committee w.e.f. 06.08.2024