To The Members of Sybly Industries Limited
 
 The Directors have pleasure in presenting the 23,d Annual Report along
 with the Audited Statement of Accounts of the company for the financial
 year ended 31st March, 2011.
 
 FINANCIALHIGHLIGHTS:                    Current Year    Previous Year
                                          (Rs.in Lacs)     (Rs.in Lacs)
 
 
 Sales & Receipt from Operations               6757.49         6021.05
 
 Other Income                                    20.38          134.96
 
 Operating Profit before Interest & 
 Depreciation                                   225.64          382.47
 
 Less: Interest                                 232.45          237.56
 
 Gross Profit/(Loss)                             (6.81)         144.91
 
 Less: Depreciation                             296.56          300.10
 
 Net Profit for the Year                       (303.37)        (155.19)
 
 Less : Provision for Current Tax                    -               - 
 
 Provision for Deferred Tax                      (8733)        (127.84)
 
 Profit/(Loss) after Tax                       (216.04)         (27.35)
 
 Add : Balance Brought Forward                 (174.90)        (138.06)
 
                                               (390.94)        (165.41)
 
 Less: Appropriation                              4.91            9.49
 
 Balance Carried Over to Balance Sheet         (395.85)        (174.90)
 
 
 
 
 DIVIDEND
 
 Due to loss during the year your directors have not proposed any
 dividend.
 
 PERFORMANCE
 
 During the period under review the sales and turnover of the company
 has increased from Rs.6021.05 Lacs to Rs.6757.49 Lacs.  However,
 company has incurred a net loss of Rs.240.28 Lacs to Rs.27.35 Lacs.
 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 Company''s products is also increasing. As per available
 indicators 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.
 
 SHARE CAPITAL
 
 There is no change in Share Capital of the Company during the year.
 
 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
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. M. K. Gupta, will retire at
 the ensuing Annual General Meeting and being eligible, offer himself
 for re-appointment.
 
 Mr. Vimal Prakash Mittal, Chairman of the Company has died on
 16.05.2011. The Directors would like to place on record their
 condolences on the demise of Mr. V. P. Mittal, and sincere appreciation
 for the guidance and contribution given by him during his tenure as a
 member of the Board.
 
 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 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 31.03.2011 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.
 
 Further, the Audit Committee was reconstituted on 16.05.2011 on account
 of suddenly deceased of Mr. V. P. Mittal, Chairman of the Company and
 Audit Committee. The Board has reconstituted the Audit Committee with
 Mr. M. C. Mittal and Mr. V. P. Mishra, non executive independent
 directors, as its member & Sh. M. K. Gupta, as Chairman of Audit
 Committee.
 
 COSTAUDITOR''SAPPOINTMENT
 
 The Department of Company Affairs has, vide its letter No.52/76
 l/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 2011 -2012.
 
 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.
 
 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 issued by the Company are listed at Luxembourg Stock Exchange
 and 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 : 25th August, 2011               For Sybly Industries Limited
 
 Registered Office:
 
 Pawan Puri, Near Canal                                          Sd/-
 
 Muradnagar. 201206                             Satya Prakash Mittal
 
 Distt. Ghaziabad (U.P.)                                    Chairman