28 Annual Reportth

2011-12

CONTENTSS.No. Page No.

BOARD OF DIRECTORSCHAIRMAN AND MANAGING DIRECTOR

DIRECTORS

COMPANY SECRETARY

AUDIT COMMITTEE

INVESTOR GRIEVANCES COMMITTEE

REMUNERATION COMMITTEE

AUDITORS

BANKERS

REGISTERED OFFICE & FACTORY

LISTING

REGISTRAR & SHARE TRANSFER AGENTS

Mr.Vilas V Valunj

Mr.Vikram M DesaiMr. Suhas U MateMr. Prashant K NambiarMr. Santosh B PanditMr. Abhay K PatilMr. Debendra Raut

Mr. M.Venkateswara Rao-Nominee

Mr. Dhairyasheel B MohiteMr.Soumen Sengupta(upto 19.7.2011)

Mr.Vijay Kumar Sharma(w.e.f. 14.08.2012)

Mr.Vijay Krishna Madadi

Mr. Santosh B PanditMr. Prashant K NambiarMr. Dhairyasheel B Mohite

Mr. Dhairyasheel B. MohiteMr. Prashant K NambiarMr. Santosh B Pandit

Mr.Mr. Prashant K NambiarMr.Vikram M Desai

JAWAHAR AND ASSOCIATESChartered AccountantsC-5, Skylark Apartments,Basheer Bagh, Hyderabad-29.

INDIAN OVERSEAS BANKR P Road, Secunderabad-3.

S.No.508 & 509, Padamati Somaram Road,Bibinagar,Bhongir Tq. Nalgonda, A.P.

Bombay Stock Exchange LimitedPhiroze Jeejeebhoy Towers,Dalal Street, Mumbai – 400001.

M/s.Venture Capital & Corporate Investments Private Ltd.,12-10-167, MIG 134, Bharath Nagar Colony,Hyderabad – 500 014,Tel No: 040 – 23818475/6

(upto 14.8.2012)

(upto 14.8.2012)

Mr. R. Jayaram-Nominee(w.e.f. 14.08.2012)

Dhairyasheel B. Mohite

Mr.Vilas V ValunjMr. Abhay K PatilMr. Dhairyasheel B MohiteMr.Vijay Kumar Sharma

SHARE ALLOTMENT & TRANSFER COMMITTEE

28 Annual General Meetingth

Date: 26th September, 2012

Time : 11-00 A.M.

VENUE:Registered Office

Sy. No. 508 & 509, Padamati Somaram Road,Bibinagar, Nalgonda Dist. 508 126 A.P.

Ph : 040-27150051

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28th Annual Report

Notice 2 - 4

5 - 19

20

20-22

23-25

26

27

28-36

37-40

41

42

43

45

Directors’ Report

Report on CorporateGovernance

Management Discussionand Analysis Report

Balance Sheet

Auditors Report

Profit & Loss Account

Notes 1 to 19

Notes to Accounts

Cash Flow Statement

Balance Sheet Abstract

Nomination Form /Shareholder Information

1.

2.

3.

4.

8.

6.

5.

7.

9.

10.

11.

12.

Proxy Form13.

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28th Annual Report

NOTICENOTICE is hereby given that the 28th Annual General Meeting of the members of Vybra Automet Limited will

be held on Wednesday,the 26th day of September,2012 at 11.00 A.M.at the Registered Office of the Company situatedat S.No. 508 & 509, Padamati Somaram Road, Bibinagar, District Nalgonda, Andhra Pradesh – 508 126 to transact thefollowing business:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2012 together with the Profitand Loss Account as on that date and the Reports of Auditors’and Directors thereon.

2. To appoint a Director in the place of Mr. Suhas U Mate, Director who retires by rotation and being eligible,offers himself for re-appointment.

3. To appoint a Director in the place of Mr. Santosh B Pandit, Director who retires by rotation and beingeligible,offers himself for re-appointment.

4. To appoint Auditors of the Company for the financial year 2012-13 and to fix their remuneration bypassing the following resolution as an Ordinary Resolution:

M/s. Jawahar & Associates, Chartered Accountants, Hyderabad be and is herebyre-appointed as Statutory auditors of the Company to hold office from the conclusion of this Annual General Meetinguntil the conclusion of next Annual General Meeting of the Company on such remuneration as shall be fixed by theBoard of Directors.”

pursuant to the provisions of Section 257 and other applicable provisions, if any, of theCompanies Act, 1956, Mr.Vijay Kumar Sharma, who was appointed as an Additional Director of the Companyw.e.f.14th August,2012 pursuant to the provisions of Section 260 of the Companies Act,1956,be and is herebyappointed as Director of the Company, liable to retire by rotation, in terms of the provisions of the Articles ofAssociation of the Company.”

Mr. Vilas V Valunj, Chairman & Managinig Director or any other Director of theCompany be and hereby severally authorised to file necessary forms with registrar of Companies,to completeall the formalities and compliances and to do all such acts, deeds and things as may be necessary in thisregard.”

Mr. R. Jayaram, a Nominee of APIDC who was appointed as an Additional Director of theCompany w.e.f. 14th August, 2012 pursuant to the provisions of Section 260 of the Companies Act, 1956, andwho hold office up to the ensuing Annual General Meeting and being eligible,offers himself for appointmentand in respect of whom the Company has received a notice in writing along with requisite deposit amountfrom a member of the Company under section 257 of the Companies Act 1956, proposing his candidature forthe office of nominee director of the Company, be and is hereby appointed as Nominee Director of theCompany.”

the term of office of Mr.R.Jayaram shall not be liable to be retire by rotation.”

Mr. Vilas V Valunj, Chairman & Managinig Director or any other Director of theCompany be and hereby severally authorised to file necessary forms with registrar of Companies,to completeall the formalities and compliances and to do all such acts, deeds and things as may be necessary in thisregard.”

pursuant to the provisions of Section 94 and other applicable provisions (including any

ORDINARY BUSINESS:

“RESOLVED THAT

SPECIAL BUSINESS:

5. To consider and if thought fit to pass the following resolution with or without modification as anOrdinary Resolution:

“RESOLVED THAT

“RESOLVED FURTHER THAT

6. To consider and if thought fit to pass the following resolution with or without modification as anOrdinary Resolution:

“RESOLVED THAT

“RESOLVED FURTHERTHAT

“RESOLVED FURTHER THAT

7. To consider and if thought fit to pass the following resolution with or without modification as anOrdinary Resolution:

“RESOLVED THAT

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28th Annual Report

modification or re-enactment thereof ), if any, of the Companies Act, 1956, and in accordance with the rulesissued by the Ministry of Corporate Affairs the authorized capital of the Company 2,00,00,000 Equity shares ofRs.10/- each aggregating to Rs.20 Crores increased to 2,50,00,000 Equity Shares of Rs.10/- each aggregating toRs 25 Crores.”

the share capital clause in the Memorandum of Association has been amendedas follows….

a. The Authorised Share Capital of the Company is Rs.25,00,00,000 (Rupees Twenty Five Crore only) divided into2,50,00,000(Two Crore and Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each. The Company hasthe power from time to time to increase or reduce the said Capital as Equity or Preferred Shares in accordancewith the applicable provisions of the Companies Act, 1956 and to attach any class or classes of such Shares,Preference Shares,Rights,Privileges or priorities in payment of Dividend or distribution of Assets,or otherwise

over any other shares and to subject the same to any restrictions,Limitations or conditions and to vary the regulationsof the Company as to portion the right to participate in profits in any manner subject to the prior consent of theGovernment of India or the order of the Court,if the same will be necessary,being obtained before doing so.

Mr.Vilas V Valunj,Chairman & Managing Director or Company Secretary of the Companybe and are hereby authorized to sign either physically or digitally on the documents,papers and forms as required andto file necessary e - forms with the portal of Ministry of Corporate Affairs and various other authorities, if any,and to doall such acts,deeds and things as may be deemed expedient to give effect to the above resolution.”

1. An Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 relating to the SpecialBusinesses to be transacted at the Annual General Meeting is annexed hereto.

2. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend andvote instead of himself on a poll and that a proxy need not to be a member of company.Proxies, in order to beeffective must be lodged at the registered office of the company not less than 48 hrs before the meeting.

3. The Register of members and the Share Transfer Books will remain closed from Friday, 21st day ofSeptember, 2012 to Wednesday, 26th day of September, 2012 (both days inclusive).

4. Corporate Members intending to send their authorized representatives to attend the meeting are requestedto send a certified Copy of the Board Resolution authorizing their representative to attend and vote on theirbehalf at the Meeting.

5. Members/proxies are requested to bring their attendance slip along with the copy of Annual Report dulyfilled in for attending meeting.

6. Members holding shares in physical form are requested to advise any change of address immediately to thecompany’s registrar and share transfer agents. Members holding shares in electronic form must send theadvice about change in address to their respective depository participant only and not to the company or thecompany’s registrar and share transfer agent.

7. Members desirous of obtaining any information concerning the Accounts and Operations of the Company arerequested to send their queries to the Company at least seven days before the date of the Meeting,so that theinformation required by them may be made available at the AGM.

8. In pursuance of the Green initiative, members are hereby requested to register their Email Ids with theCompany by sending the request mail to member@vybra.net quoting their name, Folio No/DP Id to send thefuture correspondence through Email.

9. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent AccountNumber (PAN) by every participant in securities market. Members holding shares in electronic form are,therefore,requested to submit the PAN to their Depository Participants with whom they are maintaining theirdemat accounts.Members holding shares in physical form can submit their PAN details to M/s.Venture Capital& Corporate Investments Pvt.Ltd.

“RESOLVED FURTHER THAT

ClauseV

“RESOLVED FURTHER THAT

NOTES:

By Order of the Board

Sd/-Vijay Krishna MadadiCompany Secretary

Place : HYDERABAD

Date : 14 August, 2012th

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28th Annual Report

EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 173 (2) OF THECOMPANIES ACT,1956:

Item No:5

Item No:7

Mr.Vijay Kumar Sharma was appointed as an Additional Director of the Company at the meeting of Board of Directorsof the Company held on 14th August, 2012 who holds office upto the date of the ensuing Annual General Meeting ofthe Company.

Notice required under section 257 of the Companies Act, 1956 together with the requisite deposit has been receivedfrom a member proposing the appointment of Mr. Vijay Kumar Sharma as Director. The Said notice and theMemorandum and Articles of Association of the Company are available for inspection at the Registered Office of theCompany on any working day.

Mr.Vijay Kumar Sharma aged 37 years and a MBA Graduate in Marketing by qualification having more than 14 years ofexperience in steel and forging industry.He has rendered his services as President – Marketing and Business Strategy inAdhunik Group, the Rs.3,500 crore conglomerate, one of the fastest growing alloy, special and construction steelmanufacturing companies in the country with significant presence in the mining and power sectors through itssubsidiaries . He has visualised the Group's road map for growth and has very good reputation with all the OEMs like,Tata Motors, Hyundai, Maruti, Mahindra & Mahindra etc., and had a good experience in Marketing in the Steel andforging Industry.

Keeping in view of his enriched experience and knowledge, your Directors recommend the resolution for yourapproval.

None of the Directors of the Company except Mr. Vijay Kumar Sharma is concerned or interested in the aforesaidresolution.

Mr. R. Jayaram (APIDC Nominee) was appointed as an Additional Director of the Company at the meeting of Board ofDirectors of the Company held on 14th August, 2012 who holds office upto the date of the ensuing Annual GeneralMeeting of the Company.

Notice required under section 257 of the Companies Act, 1956 together with the requisite deposit has been receivedfrom a member proposing the appointment of Mr. R. Jayaram (APIDC Nominee) as Director. The said notice and theMemorandum and Articles of Association of the Company are available for inspection at the Registered Office of theCompany on any working day.

Mr.R.Jayaram aged about 56 years has joined in Andhra Pradesh Industrial Development Corporation Limited (APIDC),Hyderabad in 1982.Rendered his valuable services in various Departments like HRD,Legal and Accounts and presentlyworking as Manager (Legal & Accounts).

Keeping in view of his enriched experience and knowledge, your Directors recommend the resolution for yourapproval.

None of the Directors of the Company except Mr.R.Jayaram is concerned or interested in the aforesaid resolution.

In order to infuse further funds into the Company and also for the business plans for expansion of the business, it isproposed to increase the authorized share capital of the Company from Rs. 20 Crores (Rupees Twenty Crores)comprising of 2,00,00,000 Equity Shares of Rs.10/-each to Rs. 25 Crores (Rupees Twenty Five Crores) comprising of2,50,00,000 Equity Shares of Rs.10/- each.

As per the provisions of Section 94 read with the other applicable provisions, the Authorised Capital of the companycan be increased by the shareholders.Therefore,the necessary resolution as per Item no.6 is being placed before you.

The copy of Memorandum and Articles of Association of the company is open for inspection of the shareholders at theregistered office of the company during working hours except on holidays.

None of the directors of the company is in any way interested or concerned in the resolutions.

Item No:6

By Order of the Board

Sd/-Vijay Krishna MadadiCompany Secretary

Place : HYDERABAD

Date : 14 August, 2012th

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28th Annual Report

DIRECTORS’ REPORTTo

The Members,

Your Directors are pleased to present the 28th Annual Report of the Company and the Audited Financial Statements for theyear ended 31st March,2012 and the Auditors’Report thereon.

Financial Performance:

FOR THE YEAR ENDED

1. Income from operations 5743.02 3399.49

2. Total Expenditure 5057.29 3297.91

3. Gross Profit before Int., Dep. and Tax 685.73 101.58

4. Interest & Financial Charges 347.88 924.44

5. Depreciation 322.02 306.38

6. Operational Profit 15.83 (1129.24)

7. Prior Period Expenses -- --

8. Extraordinary Income 127.75 --

9. Profit before Tax 143.58 (1129.24)

10. Deferred Tax / Income Tax / Fri.Ben.Tax 47.12 481.75

11. Net Profit after Tax 190.70 (647.49)

Sl.No. PARTICULARS 2011-12 2010-11

At the outset, we wish to thank you for your support our canvas has expanded, as we are entering in to new componentdevelopment widening the portfolio of the existing business.

Our business is designed to ride the different business cycles to achieve consistent growth and returns.We ride on threelevels of growth- supply of raw forgings, Machined components and Assemblies. The low correlation between theircyclicality insulates us from troughs while ensuring that we grasp growth opportunities as they emerge.

We have a mix of senior management team and a potent blend of youth.We have been successful in attracting,retainingand nurturing this talent mix at all levels.

Over the years, we have maintained Quality product despite of new entrants. Our strong management frame work,proven appraisal skills and pro active management of delinquencies have helped us select and maintain a Good valueadded product of business.

During the year ended 31st March,2012 the annual income of the Company was Rs.57.30 crores,as compared to Rs.33.99crores in the previous year, representing a increase of 68.57% which was due to the general trend of growth prevailedin all sectors of the industry. It resulted in a Profit of Rs.1.91 Crores, after allocations made under Depreciation, InterestCharges and other provisions.The Production and SalesTurnover were higher than the previous year.

The Company has registered strong increase by leveraging its strong existing customer relations and aggressivelypenetrating new markets,in sales from the automotive vertical across domestic

The current macroeconomic environment continues to be challenging. Global economies, particularly Europe, facesevere stress. While inflation in india has stagnant, the overall investment climate continues to be subdued. In thissituation,the company would take a cautious approach and concentrate on managing the risks and containing costs.

Business Model:

ManagementTeam:

Quality product:

Company Performance:

Outlook:

(Rs. in Lacs)

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28th Annual Report

DIVIDEND:

TAXATION:

BOARD OF DIRECTORS:

COMPANY SECRETARY:

DIRECTORS’RESPONSIBILITY STATEMENT:

CORPORATE GOVERNANCE:

With a view to the present economic situation, tight liquidity situation and Company’s current business plans, theDirectors feel it prudent not to recommend any dividend on Equity Shares.

Income tax is not applicable for this year.

During the year there is no change in the Board of Directors of the Company and the following are the Board of Directorsof the Company.

1. Mr.VilasV Valunj - Chairman & Managing Director

2 Mr.Abhay Kailas Patil -Whole time Director

3. Mr.M.Venkateshwar Rao - Director (APIDC Nominee)

4. Mr.Vikram Manubhai Desai - Director

5. Mr.Dhairyasheel Bhalchandra Mohite - Director

6. Mr.Suhas Umakant Mate - Director

7. Mr.Prashant Kunjappa Nambiar - Director

8. Mr.Santosh Bansilal Pandit - Director

9. Mr.Debendra Raut - Director

In accordance with the provisions of Section 255 of the Companies Act, 1956 read with Articles of Association ofthe Company Mr. Suhas Umakant Mate and Mr. Santosh Bansilal Pandit, Directors are liable to retire by rotation at theensuing annual general meeting and being eligible,offer themselves for re-appointment.

During the year the Company has appointed Mr. Vijay Krishna Madadi, member of Institute of Company Secretaries ofIndia,as Company Secretary and Compliance Officer of the Company with effect from 10th November,2011.

Pursuant to the requirement under section 217 (2AA) of the Companies Act 1956, with respect to the DirectorsResponsibility statement,it is hereby confirmed that:

(i) In the preparations of the Annual Accounts for the financial year ended 31st March, 2012 the applicableaccounting standards have been followed along with proper explanations relating to material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgementsand estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the company for the year under review.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safe guarding the assets of the company and for preventingand detecting fraud and other irregularities.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate governancerequirements set out by SEBI as required under Clause 49 of the Listing Agreements with the Stock Exchanges,a Report onCorporate Governance with Auditors’ Certificate on compliance with conditions of Corporate Governance and aManagement Discussion & Analysis Report forms part of this Annual Report and is annexed hereto.

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28th Annual Report

CODE OF CONDUCT:

AUDITORS AND THEIR REPORT:

COST AUDIT:

FIXED DEPOSITS:

PERSONNEL AND PARTICULAR OF EMPLOYEES:

INDUSTRIAL RELATIONS:

PAID UP CAPITAL:

DEBT ASSIGNMENTS:

The Board has laid down a code of Conduct for all Board Members and Senior Management of the Company.The Codeof Conduct has been posted on the Company’s website. Board Members and Senior Management personnel haveaffirmed compliance with the code for the financial year 2011-12. A separate declaration to this effect is made out inCorporate Governance Report.

The Statutory auditors of the Company M/s. Jawahar & Associates, Chartered Accountants, Hyderabad, retire at theensuing Annual General Meeting being offer themselves for re-appointment as Statutory Auditor for the financial year2012-13.

A certificate has also been furnished to the effect that their proposed re-appointment, if made, would be within thelimit prescribed under section 224(1B) of the Companies Act, 1956, and that they are not disqualified for suchre-appointment within the meaning of section 226 of the Companies Act,1956.

With regard to the comments suggested by the Auditors’of the Company regarding Debtors/Creditors confirmationare pertaining to erst while management are still pending and management is making an effort in obtaining the same.With regard to identification of slow moving/non moving items the company will crystalise the liability in the comingfinancial year. With regard to AS-15, provision for retirement benefits to employees, due to paucity of funds thecompany could not invest in gratuity funds and the same will be done after the financial performance is improved.

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed Cost Audit for theCompany and accordingly the Company has appointed M/s.K.K.Rao & Associates,Cost Accountants,Hyderabad for thesaid purpose.

The Company has also obtained the Cost Audit Report from M/s. K.K. Rao & Associates, Cost Accountants for the Year2011 - 12.

The Company has not invited /accepted any fixed deposits from the public and consequently no deposits has matured/ become due for re-payment as on 31st March,2012.

The relations with Employees continued to be cordial throughout the year. The Board appreciates the willfulco-operation and team spirits in the Management Cadre and other employees of the Company.

In terms of provisions of Section 217 (2A) of the Companies Act,1956 read with Companies (particulars of employees)Rules,1975 (as amended),there are no employees governed by the said provisions.

The Company has issued 24,75,000 Optionally Fully Convertible Warrants and 46,54,000 Equity Shares to promotersand others on preferential basis through Postal Ballot on 24/03/2011 Out of which company has allotted 38,04,000Equity Shares of Rs. 10/- each on preferential basis of allotment on 31/03/2011 and allotted 5,40,000 Equity Shares on10th February, 2012 by conversion of 5,40,000 warrants.The Company has again allotted 14,64,000 Equity Shares on

In order to regularize the existing loan accounts due to M/s. Axis Bank Ltd and M/s. ICICI Bank Ltd, the banks havevoluntarily initiated the process of assignment of Debt to M/s. Edelweiss Asset Reconstruction Company Limited(EARC) to settle the secured debts.

Accordingly, the bankers of the Company viz,M/s.Axis Bank Ltd and M/s. ICICI Bank Ltd has assigned their debt to M/s.Edelweiss Asset Reconstruction Company Limited (EARC) with a view to repay the due loan amounts to ICICI Ltd andAxis Bank Ltd.

The settled amounts taken over by EARC to the extent of Rs. 21.05 Crores with Axis Bank and Rs.5.40 Crores with ICICIBank as against to the outstanding loan of Rs.30.89 Crores of Axis Bank and Rs.7.71 Crores of ICICI Bank respectively.TheCompany was also obligated to pay an amount of Rs.3.45 Crores out of the total settled amount of Rs.26.45 Crores toEARC.

Further to inform that the charges of Axis Bank Limited and ICICI Bank Limited has been modified in the name of EARCaccordingly with the MCA Portal.

The directors are happy to report that the Industrial Relation has been extremely cordial at all levels throughout the year.

23rd May, 2012 by conversion of 6,14,000 and 8,50,000 warrants and accordingly the paid up capital has increased to1,29,37,000 shares.Accordingly the Company has applied for listing permission from the Bombay Stock Exchange (BSE).

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28th Annual Report

Though the amounts was settled between the bankers and EARC by virtue of assignment agreement in accordance withthe Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act, 2002 theliability of the Company will stand remain viz,for an amount of Rs.38.60 Crores which was the loan outstanding amountsdue as on 28.2.2012 by the Company, including interests received to the bankers.Thus, the Company has initiated theprocess of negotiation with EARC to fix the settled amount as accepted by the bankers, by way of executing anagreement,where in the debt was restructuring with strategic investment with Debt and equity allotment.

With the size of expansion going in the Company, human resources assume greater importance and have a significantplace in the Organizational Structure. The company has been able to create a favorable work environment thatencourages innovation and meritocracy. The Company has put in place a scalable recruitment and human resourcemanagement. The efforts of the company in the area of employees management and Human Resource (HR) practiceshave been proved effective in Human Resource Management. Emphasis is given to overall development of thepersonality of individual employees.Welfare schemes for employees and their families are run in the factories

High quality standards are maintained in all areas and review of the same is also made constantly in view of the rapidchanges that are taking place in the global markets.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to bedisclosed under the provisions of Section 217 (1) (e) of the Companies Act, 1956 in Form‘A’and forms part of this report.The additional information required under Rules 1989 Form‘B’is enclosed.

Management’s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the ListingAgreement with the Stock Exchanges in India,is presented in a separate section forming part of the Annual report.

Following are the litigations pending against the Company for the various issues till the date of this notice and further thename of the opposite party along with the amount involved in respective cases mentioned below:

HUMAN RESOURCE MANAGEMENT:

QUALITY:

CONSERVATION OF ENERGY,TECHNOLOGY OBSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

PENDING LITIGATION MATTERS:

Sl.No Name of the Opposite party Amount involved(Rs. in Lakhs)

1. HSBC Limited 99.87

2. Sales Tax Department 25.75

TRADING AND DEMAT FACILITIES FOR SHARES:

DECLARATION:

ACKNOWLEDGEMENTS:

The shares of the Company are listed with and traded in dematerlized form at Bombay Stock Exchange.The listing fee ispaid to the exchange for the year 2011-12.The ISIN No.of the company is INE 251F01010.Stock Code is 520003.

The Company is filing all Forms and Returns with the Registrar of Companies as required under the Companies Act,1956and has not defaulted in repayment of deposits,payment of dividend,redemption of debentures and preference shares.Accordingly,the company has not committed any of the defaults specified under Section 274 (1) (g) of the Companies Act,1956(as amended by the Companies Act, 2000) disqualifying its Directors to act as Directors of other Public LimitedCompanies.

Your Directors wish to place on record their appreciation of valuable co-operation extended to the Company by itsbankers and various authorities of State and Central Government Departments, customers, Vendors, strategic investorsand members.Your Directors also takes this opportunity to place on record,its appreciation of the contributions made bythe employees at all levels and last but not least,of the continued confidence reposed by you in the Management.

For and on behalf of the Board

Sd/-(VILAS V VALUNJ)

CHAIRMAN AND MANAGING DIRECTOR

Date : 14.08.2012.

Place : Hyderabad.

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28th Annual Report

ANNEXURE TO DIRECTORS’ REPORT

Information as per section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars inthe Report of Board of Directors) Rules, 1988 and forming part of the Directors’ Report.

(i) Proper energy conservation measures has been taken up by the Company.

(ii) The Company has not made any additional investments and has not proposed any amount forreduction of consumption of energy.

(iii) There is no impact of the measures at (i) and (ii) above for reduction of energy consumption andconsequent impact on the cost of production of goods.

iv) Total energy consumption and energy consumption per unit of production:

A) CONSERVATION OF ENERGY

FORM – A(SEE RULE – 2)

A) 1. POWER AND FUEL CONSUMPTION :

a) Purchased units (KwH in lacs) 77.19 56.64Total amount ( Rs. in lacs) 405.42 337.53Rate per KwH (Rupees) 5.31 5.97

b) Own generationThrough Diesel Generator Units ( KwH-Lacs) 0.22 0.37Units/litres of Diesel in F.O ( KwH) 2.85 2.75Cost per Unit (Rupees) 123.75 112.23Through steam turbine/generator Units - -Units/litres of fuel/oil gas - -Cost per Unit - -

NIL NIL

Quantity ( MTs. in lacs) - -Total cost (Rs.in lacs) - -Average Rate (Rupees) - -

Quantity (Kilo ltrs.) 612.000 357.000Total Cost (Rs.in lacs) 256.51 123.42Average Rate (Rupees) 41.91 34.57

NIL NIL

Production Steel forgings (MT) 4670.000 3215.851Electricity (Per MT of steel forging) 8681.00 10495.00Furnace Oil (Kilo Liters) 0.131 0.111Coal (Specify quantity P/T of Clinker) NIL NILOthers (Specify) NIL NIL

Efforts made in technology: As per Form B of Annexure.

2011-12 2010-11

2) COAL (SPECIFY QUANTITY AND WHERE USED)

3) FURNACE OIL :

4) OTHER/INTERNAL GENERATION

B) CONSUMPTION PER UNIT OF PRODUCTION

C) TECHNOLOGY ABSORPTION:

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28th Annual Report

FORM BResearch and Development (R & D)

The major achievement by the Company due to their continuous Research and Development activities isindigenization of tooling and improvements in the manufacturing process and operational procedures. The Researchand Development activity is given priority by the Company.

Expenditure on R & D : As no significant amount has been spent the same is not shown separately.

Efforts in brief,made towards technology absorption,adaptation and Innovation:

Updation ofTechnology is a continuous process and adapted by innovation.

1 Benefit derived as a result of above efforts e.g.product improvement,cost reduction,product development,import substitution etc.,:The Company has been able to efforts indigenize toolings to a large extent by virtueof Technology Absorption adaptation and innovation.

2. In case of imported technology (imported during the last 5 years reckoned from the beginning of thefinancial year) following information may be furnished: Not applicable since 5 years period is over.

3. Periodical maintenance of Plant and Machinery is being done to ensure smooth running of machinery andeconomy in power consumption.The total amount spent on Repairs and Maintenance is Rs.8.96 Lacs.

4. The company has implemented ISO 2008 and TS 16949 Standards towards better efficiency, and takenmeasures for implementation of ISO 14001 towards environmental improvements.

Foreign Exchange Inflow : NIL

Foreign Exchange Outflow: NIL

TECHNOLOGY ABSORPTION,ADAPTATION AND INNOVATION:

BENEFIT DERIVED AS A RESULT OFTHE ABOVE R&D:

B) FOREIGN EXCHANGE EARNINGS AND OUTGO:

For and on behalf of the Board

Sd/-(VILAS V VALUNJ)

CHAIRMAN AND MANAGING DIRECTOR

Date : 14.08.2012.Place : Hyderabad.

REPORT ON CORPORATE GOVERNANCE(As required by Clause 49 of the Listing Agreement with Stock Exchanges)

Company’s philosophy on Corporate Governance:

Transparency and accountability are the two basic tenets of Corporate Governance.We,atVybra,feel proud to belong to aCompany whose visionary founders had laid the foundation stone for good governance long back and made it anIntegral principle of the business,as demonstrated in the words above.

Responsible corporate conduct is integral to the way we do our business. Our actions are governed by our values andprinciples,which are reinforced at all levels within the Company.We at Vybra,are committed to doing things the right waywhich means taking business decisions and acting in a way that is ethical and is in compliance with the applicablelegislation. Our Code of Business Principles is an extension of our values and reflects our continued commitment toethical business practices and regulatory compliance.We acknowledge our individual and collective responsibilities tomanage our business activities with integrity.

The Board of Directors (‘the Board’) of your Company is responsible for and committed to sound principles of CorporateGovernance in the Company.The Board plays a crucial role in overseeing how the management serves the short and longterm interests of shareholders and other stakeholders.This belief is reflected in our governance practices,under which westrive to maintain an effective, informed and independent Board. We keep our governance practices under continuousreview and benchmark ourselves to the best practices across the globe.

1. Vilas V.Valunj 25/10/2010 - 1 - -

2. Manikonda 01/05/2007 - 3

3. Vikram Manubhai Desai 25/10/2010 - 5

4. Debendra Raut 31/03/2010 - 1

5. Dhairyasheel

6. Suhas Umakant Mate 25/10/2010 - 2

7. Prashant Kunjappa 31/03/2010 - Nil

8. Santosh Bansilal Pandit 25/10/2010 - 2

9. Abhay Kailas Patil 25/10/2010 - Nil

- -Venkateswara Rao

- -

- -

Bhalchandra Mohite 30/07/2011 - 1 - -

- -

- -Nambiar

- -

- -

10. Soumen Sengupta 31/03/2010 30/07/2011 Nil - -

11

28th Annual Report

Board of Directors:

The Board of Directors is entrusted with the ultimate responsibility of the management, general affairs, direction andperformance of the Company and has been vested with the requisite powers,authorities and duties.

The Board comprises such number of Non-Executive, Executive and Independent Directors as required under applicablelegislation. The composition of the Board represents an optimal mix of professionalism, knowledge and experience andenables the Board to discharge its responsibilities and provide effective leadership to the business.

Directors/Shri

Categoryof Director(ED,NED,NEID)

Date ofappoi-ntment

Date ofCeasure

*No.ofOtherDirectorships

**Member-Ship ofCommitteesof OtherCompanies

**ChairmanShip ofCommitteesof OtherCompanies

Sl.No.

Chairman &ManagingDirector Exe.

Non-ExecutiveIndependent

Non-ExecutiveIndependent

Non-ExecutiveIndependent

Non-ExecutiveIndependent

Non ExecutiveIndependent

Non-ExecutiveIndependent

Non-ExecutiveIndependent

Non-ExecutiveIndependent

ExecutiveIndependentNon-

The Chairman being an Executive Director of the Company, the Board has more than half of its strength comprising ofIndependent and non-executive directors. Non-executive Directors do not have any pecuniary relationship with theCompany.

1. Sri Suhas U.Mate 1,00,000

2. Sri Abhay K Patil 4,85,000*

* Converted on Board Meeting held on 23rd May,2012.

Details of shares held by the Directors in the Company:

S.No. Name of the Director No. of Equity Sharesheld as on date

* Includes all Private and Public Limited Companies.** Only listed companies considered.

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28th Annual Report

None of the Directors is a member of the Board of more than fifteen Companies or a member of more than ten Board-levelCommittees or Chairman of more than five such Committees.

The following changes have taken place among the Directors of the Company:

Mr.Debendra Raut Director has been resigned from office of the Director of the Company with effect from 14.08.2012

Mr. R. Jayaram, APIDC nominee has been appointed as an Additional Director in place of Mr. Manikonda Venkateswara Raowith effect from 14.08.2012 and will be appointed as Director in the ensuing Annual General Meeting.

Mr.Vijay Kumar Sharma has been appointed as an Additional Director with effect from 14.08.2012 and will be appointed asDirector in the ensuing Annual General Meeting.

Mr.Suhas U Mate,Director who retires by rotation and being eligible,offers himself for re-appointment.

Mr.Santosh B Pandit,Director who retires by rotation and being eligible,offers himself for re-appointment.

Mr Vijay Kumar Sharma: Aged 37 years and a MBA Graduate in Marketing by qualification having more than 14 years ofexperience in steel and forgings industry. He has rendered his services as President – Marketing and Business Strategy inAdhunik Group, the Rs.3,500 crore conglomerate, one of the fastest growing alloy, special and construction steelmanufacturing companies in the country with significant presence in the mining and power sectors through its subsidiaries .He has visualised the Group's road map for growth and has very good reputation with all the OEMs like,Tata Motors,Hyundai,Maruti,Mahindra & Mahindra etc.,and had a good experience in Marketing in the Steel & forgings Industry.

1) Name : R. Jayaram

2) Fathers Name : R K Ramaiah

3) Date of Birth & : 01-12-1956

Age (56 YEARS)

4) Qualifications : M.COM, LLB

5) Experience : Joined in A P Industrial Development Corporation Limited, Hyderabad in 1982.Worked in various Departments like HRD, Legal and Accounts. Presentlyworking as Manager (Legal & Accounts).

6) Officer Address : 5-9-58/B, Parishrama Bhavan, Fateh Maidan Road, Basheerbagh, Hyderabad

7) Residence Address : Plot No: 50, Keshavanagar Colony, New Mettuguda, Secunderabad – 500 017.

The normal business of the Board includes:

a. framing and overseeing progress of the Company’s annual plan and operating framework;

b. strategies for shaping of portfolio and direction of the Company and for corporate resource allocation;

c. quarterly and annual business performance of the Company;

d. review of the Annual Report and accounts for adoption by the members;

e. the progress of various functions and businesses of the Company;

f. the functioning of the Board and its Committees;

g. details of significant development in human resources and industrial relations front;

h. compliance with all relevant legislations and regulations and review of litigation status, including materiallyimportant show cause,demand,prosecution and penalty notices,if any.

Our definition of ‘Independence’ of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchange.Theindependent directors including the nominee director play an important role in the deliberations at the Board Meetings andbring to the Company their wide-ranging experience in the fields of finance, audit, marketing, technical, engineering andpublic policy.

The Company’s Corporate Governance Policy requires the Board to meet at least four times in a year.The Board met 5 (Five)times in the year 2011-12 on:14th May,2011,30th July,2011;31st August,2011,7th November,2011 and 10th February,2012.

CHANGES INTHE BOARD OF DIRECTORS:

PROFILE OF NEW DIRECTORS :

BOARD BUSINESS:

ROLE OF INDEPENDENT DIRECTORS:

Board Meetings and Attendance:

1.Mr.

2. Mr. R. JAYARAM

VIJAY KUMAR SHARMA

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28th Annual Report

Attendance of Directors at Board & Committee Meetings held during the year 2011-12

01. Sri Vilas V ValunjManaging DirectorExecutive

02. Sri Debendra Raut 2 Non-Executive No - 2

03. Sri Prashant K Nambiar 5 Non-Executive Yes 5 5

04. 4 Non-Executive No - -

05. Sri Dhairyasheel 4 Non-Executive Yes 4 -

06. Sri Vikram M Desai 4 Non-ExecutiveNon-Independent Yes - -

07. Sri Abhay Kailas Patil 4 Non-Executive Yes - -

08. 3 Non ExecutiveNon Independent

09. 5 Non Executive Yes 5 5

10. Sri Soumen Sengupta1 No

Board Category Attended No. of Board /meetings the lastattended Annual

during Generalthe year Meeting

5 Chairman- Yes - -

Sri M.Venkateswara Rao

Sri Suhas Umakant Mate

Sri Santosh Bansilal Pandit

(Resigned W.e.f.

Audit InvestorCommittee Grievance

Committee

Independent

Independent

Independent

Bhalchandra Mohite Independent

Non Independent

No - -

Independent

Non-ExecutiveIndependent 1 -

30th July, 2011)

COMMITTEES OFTHE BOARD:

Audit Committee:

Brief description ofTerms of Reference:

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal withspecific areas / activities which concern the Company and need a closer review.The Board Committees are set up under theformal approval of the Board to carry out clearly defined roles which are considered to be performed by members of theBoard, as a part of good governance practice.The Board supervises the execution of its responsibilities by the Committeesand is responsible for their action.The minutes of the meetings of all the Committees are placed before the Board for review.The Board Committees can request special invitees to join the meeting,as appropriate.

The Board has currently established the following Committees:

The Audit Committee of the Board is responsible for oversight of the Company’s financial reporting process and thedisclosure of its financial information to ensure that the financial statement is correct, adequate and credible; and reviewingwith management the annual financial statements before submission to the Board.The Committee periodically reviews withthe management,auditors about the adequacy of internal control systems.

The Committee periodically interacts with the auditors to review the manner in which they are performing theirresponsibilities.The Committee holds discussion with auditors before the commencement of statutory audit on the natureand scope of audit and ascertains any areas of concern and review of their written comments. The Committee reviews thefinancial and risk management policies of the Company.The Committee has full access to financial data and to the company’sstaff.The Committee also reviews the quarterly (un-audited) and annual financial statements before they are submitted tothe Board.

Name of theDirector

Sl.No.

Committee Meetings

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28th Annual Report

The Audit Committee comprises of 3 Non-executive Directors and which, all are the independent Directors. The Chairmanand members possess adequate knowledge of Accounts,Audit,Finance etc.,SriVilasVValunj,Chairman & Managing Directoris permanent invitee. The Committee’s powers and role are as stipulated in Clause 49 of the Listing Agreement and Section292A of the Companies Act,1956.

b. Details of the meetings.

REMUNERATION COMMITTEE:

a) Remuneration Policy

b) Remuneration paid to Directors during 2011-12.

Five (5) Audit Committee meetings were held during the year 2011-12.

They are 14th May, 2011; 30th July, 2011; 31st August, 2011, 07th November, 2011 and on 10th February, 2012.The minutes are placed before the Board of Directors at its ensuing meeting.

Sri Vijay Krishna Madadi, Company Secretary is the Secretary to the Audit Committee.The Statutory Auditors alsoattended the above meetings on invitation.

The Remuneration Committee consist of non executive independent Directors and the Committee comprises ofMr.Prashant K Nambiar (Member),Mr.Vikram M Desai (Member) and Mr.Dhairyasheel .B.Mohite

The Committee will meet as and when any remuneration is to be fixed for anyTop Executive(s) / Managing Director.NoRemuneration Committee meeting was held during 2011-12.

Remunerations to the whole-time Director(s) and other Directors of the Company are derived from, in accordancewith the relevant regulations of the Companies Act,1956 and as approved by the shareholders of the Company.

Individual agreements listing out such terms and conditions,are executed with the whole – time Directors,for specificperiod/s of appointment/s, so approved. No agreements are made with the non-executive Directors to their tenureand/or remuneration.

The remuneration to the Directors are as detailed below. No stock options were granted / allotted to any of theDirectors.No performance linked incentives are paid to Directors.

a. Composition

1 Mr. Santosh B Pandit Independent(Chairman) –Non Executive

2. Mr. Prashant K Nambiar Independent(Member) –Non Executive

3. Mr.Dhairyasheel B Mohite Independent- Non Executive

(Member)

4. Mr.Soumen Sengupta Independent- Non Executive

(Member upto 30-7-2011)

5. Mr.Vilas V Valunj Non Independent - Executive

(Invitee)

No Name of the Director Category

i) Executive Director

S.No Name Position Salary Commission P.F. & HRA Rs. Total

Rs.(p.a) Rs.(p.a)

1. Vilas V Valunj Chairman & 24,00,000 NIL 6,09,360 30,09,360Managing Director

2. Abhay K Patil Whole time Director 4,51,320 Nil 1,48,680 6,00,000

ii) Non-Executive Directors

Name Sitting Fees Paid (Rs.)

INVESTORS’GRIEVANCE COMMITTEE

General Body Meetings:

The sitting fees is paid to the Directors is Rs.500/- (as approved in 21st AGM) for attending each Board meeting apartfrom the reimbursement of conveyance and other incidental expenses.

01. Sri Dhairyasheel Bhalchandra Mohite 1000

02. Sri Debendra Raut 500

03. Sri Prashant K Nambiar 2500

04. SriVikram M Desai 1500

05. Sri M.Venkateswara Rao 2000

06. Sri Suhas Uma Kant Mate 1500

07. Sri Santosh Bansilal Pandit 1000

The Board of Directors constituted ShareTransfer and Investors’Grievance Committee,comprising ofThree (3) non-executiveDirectors Mr.Debendra Raut (Upto 14-08-2012) Mr.Prashant K Nambiar and Mr.Santosh B Pandit.

The Committee, inter alia, oversees and reviews all matters connected with the investor services and ensures that theshareholders grievances are redressed in time. The committee also reviews the performance of Share Transfer Agent andrecommends improving overall quality of services to shareholders whenever required.

Mr.Vijay Krishna Madadi, Company Secretary is the compliance officer. Five Committee Meetings were held during the year2011-12.

The dates were as follows: 14th May, 2011; 30th July, 2011; 31st August, 2011, 07th November, 2011 and on 10th February,2012.

The Company has not received any queries during the year 2011-12.There were no pending valid requisitions for transfers ofshares as on 31st March,2012.

* Mr. Dhairyasheel B. Mohite nominated has Chairman of the Committee in the Board held on 14th August, 2012 in place ofMr.Debendra Raut.

a. The following are the details of the location and time of the last three Annual General Meetings (AGMs) of the Company.

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28th Annual Report

AGM Date of AGM Time of Meeting Venue of the meeting No.of specialresolutions passed

25th AGM 24-09-2009 9-15 A.M S.No. 508 & 509, Padamati ONE

26th AGM 30-09-2010 11-00A.M Somaram Road, Bibinagar, Seven

27th AGM 28-09-2011 11-00A.M Nalgonda Dist.(A.P) Two

b) None of the resolutions had been proposed to be passed through postal ballot.

c) No Extraordinary General Meeting was held during the year 2011-12.

d) Information on Directors seeking re-appointment as required under Clause 49 VI (A) of Listing Agreement withStock Exchanges is provided in the Notes to the Notice under the heading “Information on Directors seekingelection / re-election at the ensuing Annual General Meeting.”

a) During the year, the Company has allotted 540000 Equity Shares & 1464000* (*in the Board Meeting held on 23rdMay,2012) Equity Shares to Promoters and others upon conversion of warrants on Preferential Basis subject to theapproval /consent of the appropriate authorities.

b) During the year under review,disclosures on materially significant related party transactions are reported in Notesto the Accounts. None of the transactions with any of the related parties were in conflict with the interests of theCompany.

c) The Company has generally complied with all the mandatory requirements as specified in the revised Clause 49 tothe extent these apply and extend to the Company.

i. There were no strictures or penalties imposed by either SEBI or Stock Exchanges or any statutory authority for non-compliance of any matter relating to the Capital Market during the last three years.

Disclosures:

16

28th Annual Report

ii. At every board meeting,a statement of compliance with all laws and regulations as certified by the Chairman &Managing Director is placed for noting by the Board.The Board reviews the compliance of all the applicable lawsand gives appropriate directions,wherever necessary.

iii. Means of Communication:The Quarterly, Half - yearly and Annual Results of the Company are sent to the StockExchanges immediately after they are approved by the Board. These are also published in the prescribedproforma within 48 hours of the conclusion of the meeting of the Board, in the Newspapers ‘Financial Express’(English) and Andhra Bhoomi (Telugu). These results are simultaneously posted on web site of the Company atwww.vybraauto.com . Annual Report containing, inter alia, Directors’ Report, Auditors’ Report, Audited AnnualAccounts and other important information is circulated to Members and others entitled thereto. TheManagement Discussion & Analysis Report forms part of the Annual Report.

General Information for ShareholdersAGM Date, time : Wednesday, 26th September, 2012 at 11.00 AM.Venue : S.No. 508 & 509, Padamati Somaram Road,

Bibinagar, Nalgonda Dist. (A.P)Particulars of Financial Calendar for 2011-12 EnclosedFirst Quarter Results On or before 15th August, 2011Second Quarter Results On or before 15th November, 2011Third Quarter Results On or before 15th February, 2012Fourth Quarter & Financial Year Results On or before 30th May, 2012

Date of Book Closure : 21st September, 2012 to 26h September, 2012(Both days inclusive)

Dividend Payment date : N.A.Stock Exchanges where shares are listed : Bombay Stock Exchange (BSE)Stock Code – Physical : 520003Demat ISIN Number for NSDL and CDSL : INE 251 F01010CIN : L24119AP1984PLC004685

Outstanding ADRs/GDRs/Warrants/any Convertible Instruments: NIL

Market Price DataMonthly high and low share quotations on the Stock Exchange, Mumbai each month for the financial year2011-12.

April 2011 23.95 18.60 19.05 50791

May 2011 21.00 16.40 18.10 31638

June 2011 19.90 16.25 18.40 14044

July 2011 19.35 16.60 16.90 21224

August 2011 18.45 14.50 15.25 22291

September 2011 18.10 14.30 14.50 33286

October 2011 17.95 14.08 16.96 20942

November 2011 29.60 15.15 29.35 369133

December 2011 33.15 26.90 28.65 419800

January 2012 30.90 26.60 26.90 191232

February 2012 34.25 26.90 34.25 348016

March 2012 39.55 30.10 31.50 859862

Month High (Rs.) Low (Rs.) Close (Rs.) No. of Shares

17

28th Annual Report

Registrar and ShareTransfer Agents

Dematerialization of shares

M/s. Venture Capital & Corporate Investments Pvt Ltd., having its office at 12-10-167, MIG 134, Bharath Nagar Colony,Hyderabad – 500 014,Tel No:040 – 23818475/6.

Fax No: 040-2386804 E-mail: info@vccilindia.com are the Company’s Share Transfer Agents in both physical anddematerialized form.

Majority of the shares of your Company were dematerialized as on 31-3-2012.As the trading is being conducted in electronicform only,members are requested to go for dematerialization of shares.

Upto

Shares Share HoldersNumber % to Total No of Shares % to Total

SHARES

500 4028 84.18 6,67,115 5.81

501 - 1000 338 7.06 2,84,935 2.48

1001 - 2000 164 3.43 2,59,171 2.26

2001 - 3000 67 1.40 1,76,349 1.54

3001 - 4000 33 0.69 1,16,719 1.02

4001 - 5000 34 0.71 1,61,017 1.40

5001 - 10000 46 0.96 3,24,526 2.83

10001 and above 75 1.57 94,83,168 82.66

TOTAL 4785 100.00 1,14,73,000 100.00

b) Shareholding Pattern as on 31 March, 2012

S.No. Category No of Shares Percentage

st

1. Promoters 32,97,010 28.74

2. Persons Acting in Concert 525 -

3. Mutual Funds -- --

4. Banks / Financial 150 --

5. Institutions 1,00,000 0.87

6. Central/State Govt 34,89,809 30.42

7. Private Corporate Bodies 45,41,371 39.59

8. Public 44,155 0.38

NRIs/ OCBs -- --

Clearing Members

Total 1,14,73,000 100

Plant Location

Address for correspondence:

S.No. 508 & 509, Padamati Somaram Road, Bibinagar, Nalgonda Dist., (A.P).

Vybra Automet Limited, S.No. 508 & 509, Padamati Somaram Road, Bibinagar, Nalgonda Dist., (A.P).Phone No. 040 – 2715 0051.E-mail: vybraauto@sify.com, vijaycs@vybra.net, Website: www.vybraauto.com

Code of conduct for the Board & Senior Management Personnel:

Prevention of InsiderTrading:

Nomination Facility:

Whistle Blower Policy:

Auditors’Certificate on Corporate Governance:

The Company has laid down a Code of Conduct for all its Board Members and Senior Management Personnel of theCompany. The Code of Conduct has been posted in the website of the Company. The said members will be affirmingcompliance with the Code on Annual basis.

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended, the Company has establishedsystems and procedures to restrict insider trading activity.There are regulations placed strictly, that restricts the Directors ofthe Company and other specified employees to deal in the securities of the Company on the basis of any unpublished pricesensitive information available to them by virtue of their position in the Company.

The Companies Act, 1956 provides facility for making nominations by shareholders in respect of their holding of shares.However large number of shareholders are yet to make nominations in respect of their holdings in physical form. Suchnomination greatly facilitates transmission of shares from the deceased shareholder to his / her Nominee without having togo through the time consuming and cumbersome process of obtaining the Succession Certificate / Probate orWill.Therefore,it would be in the best interest of the shareholders holding shares in Physical form as sole registered holders to makeNomination without any delay.The Nominee shall be the person in whom all the rights of transfer and/or amount payable inrespect of the shares shall vest in the event of death of shareholder(s).A minor can also be a Nominee,provided the name ofthe Guardian is given in the Nomination Form.

The facility of Nomination is not available to Non- individual shareholder such as Bodies Corporate, Financial Institutions,Kartas of Hindu Undivided Family and Holders of Power of Attorney.Nominations will have to be made in the prescribed form(Form 2 B) is annexed to this report.

Shareholders are requested to submit their Nomination Forms to the Company’s Share Transfer Agents M/s.Venture Capital& Corporate Investments (P) Ltd.,12-10-167, MIG 134, Bharath Nagar Colony, Hyderabad – 500 014. Nomination facility inrespect of shares held in Electronic form is also available with the Depository Participant (DP) as per the Byelaws and BusinessRules applicable to NSDL and CDSL.

The Company has adopted a Whistle Blower Policy to provide appropriate avenues to the employees to bring to theattention of the Management any issue which is perceived to be in violation of or in conflict with the fundamental businessprinciples of the Company.

Alternatively,employees can also send written communications to the Company.The employees are encouraged to raise anyof their concerns by way of whistle blowing policy. The Directors and Senior Management are obligated to maintainconfidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practice.

The company has obtained a certificate from the statutory auditors regarding compliance of conditions of CorporateGovernance as stipulated in Clause 49 of the listing agreement.

Sd/-

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT

Declaration under Clause 49 (I) (D)

This is to certify that:

1. In pursuance of the provisions of Clause 49 (I) (D) of the Listing Agreement, a Code of Conduct has been laid downby the Company for all the Board members and the Senior Management Personnel of the Company.

2. The said Code of Conduct is also uploaded on the website of the Company.

3. All the Board Members and Senior Management Personnel have affirmed having complied with the said Code ofConduct during the year ended 31st March,2012.

ForVYBRA AUTOMET LIMITED

Place :HYDERABAD Vilas V ValunjDate : 14th August, 2012 Chairman and Managing Director

18

28th Annual Report

19

28th Annual Report

ANNUAL CERTIFICATION

I, Vilas V Valunj , Chairman and Managing Director responsible for the finance function certify that:

a) I have reviewed the financial statements and cash flow statement for the year ended 31st March,2012 and to the bestof my knowledge and belief that:

i) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading;

ii) These statement together present a true and fair view of the Company’s affairs and are in compliance withexisting accounting standards,applicable laws and regulations.

b) To the best of our knowledge and belief, no transactions entered into by the Company during the year ended 31stMarch,2012 are fraudulent,illegal or violative of the Company’s code of conduct;

c) I accept responsibility for establishing and maintaining internal controls and that I have evaluated the effectiveness ofinternal control systems of the Company pertaining to financial reporting and I have disclosed to the Auditors and theAudit Committee,deficiencies in the design or operations of such internal controls, if any,of which they are aware andthe steps they have taken or propose to take to rectify these deficiencies.

d) I further certify that:

a. there have been no significant changes in internal control system during the year.

b. there have been no significant changes in accounting policies during the year.

c. I am not aware of any instance during the year of significant fraud with involvement therein of themanagement or any employee having a significant role in the Company’s internal control system over financialreporting.

Place :HYDERABAD Vilas V ValunjDate : 14th August, 2012 Chairman and Managing Director

For VYBRA AUTOMET LIMITED

Sd/-

20

28th Annual Report

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members of Vybra Automet Ltd.,Hyderabad.

We have examined the compliance of conditions of Corporate Governance by VYBRA AUTOMET LIMITED for the year endedon 31st March,2012,as stipulated in Clause 49 of the Listing Agreement of the said company with Stock Exchange(s).

The compliance of conditions of Corporate Governance is the responsibility of the management.Our examination has beenin the manner described in the Guidance Note on certificate of Corporate Governance issued by the Institute of CharteredAccountants of India and has been limited to a review of the procedures and implementation thereof adopted by thecompany for ensuring compliance with the conditions of Corporate Governance as stipulated in the said Clause. It is neitheran audit nor an expression of opinion on the financial statements of the Company.

We state that in respect of investor grievance received during the year ended 31st March, 2012 no investor grievances arepending for a period exceeding one month against the Company as per the records maintained by the Company andpresented to the Investors/Shareholders’ Grievance Committee. We further state that such compliance is neither anassurance as to the future viability of the company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company.

We certify that the company has complied in all material respects with the conditions of Corporate Governance as stipulatedin the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the company.

Place : HyderabadDate : 14-8-2012

For JAWAHAR AND ASSOCIATESChartered Accountants

V.UMAPATHIPARTNER

Sd/-

MANAGEMENT DISCUSSION & ANALYSIS REPORT:INDUSTRY OVERVIEW:

FY 2012 was among the most challenging years on the macroeconomic front. The policy and governance environmentimpacted the economic scenario. Economic indicators suggest that a global economic recovery is slowing down. Theeconomy that had been in a state of stagnation due to high inflation which undermine the real growth..The fact remains thatlarge emerging economies such as China,Brazil and Russia too have high inflation along with the developed economies,whoare also seeing the risk of high inflation. Economy continued to be at the same level of growth and expected to continue thisyear as well. The reason for the Global slowdown is twofold; firstly, developing countries like India, Russia and Brazil were“Overheating” in the rebound after the recession and have tightened monetary policy to curb inflation.Secondly,Eurozonecrisis has frightened investors, and austerity budgets adopted in countries, including Italy, Greece and Spain, have weighedon growth. . As regards the Indian economy, the country recorded GDP growth of 6.5% in 2011-12.The Indian economy isprojected to grow at the rate of 7.0percent this fiscal.Monetary policy measures taken expected to further moderate inflationin coming months.Significant progress in critical institutional reforms that would set the pace for double digit growth in thenear future.For a sustainable economic growth, India needs to maintain it fiscal policy to curb risk premium,in particular theeconomic output is expected to see some sluggishness due to inflationary effect on Raw Material and expected slowdown indemand side due to higher cost of credit.

The Auto Industry is the life line of the economy. Approximately 66% of the goods and 87% of the passenger traffic in thecountry currently moves via road.

Auto industry is witnessing a clear segmentation in demand, with vehicles > 16.2 tonnes (M & HCV’S)being used fortransportation on the highways and <= 3.5 tonnes being used fo intra –city or last mile transport. Passenger vehicle iscurrently being supported by an increasing demand for luxury buses from private players.

An increase in the vehicle ownership costs,fuel costs and interest rates combined with a less than commensurate increase infreight rates is expected to dampen the CV Sales.Within the industry,it is expected that the LCV Segment will grow faster thanthe M & HCV Segment even as the three wheeler segment is expected to be slowly phased out.

With increased expertise in the segment, we were able to do large ticket deals to cope with the volatility in the CV Segment.This strategy helped us in achieving growth.

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28th Annual Report

BACKGROUND:

INDUSTRY STRUCTURE AND DEVELOPMENTS:

SWOT Analysis

Strengths

Promoters:

Operational Efficiency:

Growth Initiatives:

Weaknesses

Opportunities

The Management Discussion and Analysis sets out the developments in the business environment and the Company’sperformance since our last report. This analysis supplements the Directors’ Report and the Audited Financial Statementsforming part of this Annual Report.

Forgings Industry was established to cater the needs of Automobile Industry.Forging is a manufacture process where metalis pressed,pounded or squeezed under great pressure into components catering largely to the requirement of automotiveand power sectors.The forging industry produces overTen Lakh tons per year to cater various sectors in India and abroad.

• The promoters have wide experience as entrepreneurs of founding and successfully running Engineering and Auto-Component manufacturing ventures over the years. They have very wide established contacts and net work in theauto component sector in domestic as well as overseas Markets.

• The promoters have active support of technical team which is being deployed to have smooth transition andadoption of new technologies.

• The core technical competency will enable the promoters to develop / enlarge the product range as per thespecification of customers and including high end products.

• Promoters have good contacts with global automobile manufacturers and have developed close association withthem while managing operations of existing units. This will enable them to get VAL as approved vendor and obtainregular orders forVAL.

• VAL under the leadership of Mr. Vilas V Valunj will improve the operational efficiency by improving the capacityutilisation, saving in power cost, control on wastage and increase in yield & productivity. This will result improvementin operating margins on continuous basis.

• Raw material required for forging is available in plenty locally as lot of steel manufacturers is located nearby. Localavailability of raw material for forging offers cost competitiveness over other forging companies situated in otherparts of country. Further availability of adequate working capital limit will enable the company to bring down theprocurement cost by availing suppliers credit in line with industry practices.

• VAL has been registered as approved vendor for supplying various components to leading auto mobile companies.

• The company intends to further strengthen the association with customers by actively involving with them fordevelopment of new products ultimately enlarging the product range,augmentation of volumes and sales.

• VAL intends to explore the component market in other industries such as Marine applications, Oil Field Industries,Earth Moving equipments,Pumps and valves Industry to develop another regular segment.

• VAL intends to implement advance technologies using software’s like Forge – 3 and modern automised equipments.

• Volatile Demand & Supply: Industry has been volatile in terms of demand – supply statistics. Though present marketdemand scenario for the products is very high, the future continues to remain uncertain. VAL to mitigate its impact isenlarging the product range with diversified industrial applications and targeting general Engineering, PumpsValves and Oil Industries

• Volatile raw material Cost: The costs of raw materials are fluctuating in recent times. This will have bearing on theviability of the unit. The continuous regular flow of orders coupled with just in time production methods will enablethe company to mitigate the impact of volatility in raw material costs. Besides this price correction on quarterly basisis passed on to the end customer.

• Product range for general Engineering Sector: The unit is aggressively looking towards general engineering sectorspecifically Marine Applications, Material Handling Equipments, Oil Field Industries, Earth Moving Equipments,Pumps andValves Industries.

• Short Supply of Quality Products: The industry in general is facing problems because of short supply and qualityproducts. Such customers could be tapped to increase the sales of the company.

• Auto OEM’s betting on big Exports: Automobile exports from India clocked CAGR of 35 to 50% over the last 5 years.Global OEM’s like Hyundai, Ford, Fiat, Toyota, Honda and Yamaha are increasingly using their Indian operations as amanufacturing hub for their global requirements.

22

28th Annual Report

Threats

SEGMENTWISE PERFORMANCE:

OUTLOOK:

INTERNAL CONTROL SYSTEMS AND ADEQUACY:

SAFETY,HEALTH & ENVIRONMENT:

CAUTIONARY STATEMENT:

Technological Threat:The technology for forging process of auto components is well established and governs by too manyvariables.The technology is continuously getting modernized and upgraded and may require replacement or changing theplant and machinery. Since the promoter are well qualified and has experienced team with rich experience they are inposition to adopt pro active strategies to mitigate its impact.

Competition:With additional capacities coming up, the only players with competitive edge would be able to survive in thelong run.With integrated production process and focus on continuous improvement in operating cost,diversification in nonauto segment for better margins,the company will be able to maintain its competitive position.

The company is engaged in‘forgings’and all activities of the company revolve around this business.As such the whole of theperformance of the Company’s is attributable to one segment only.

The Company is continuously moving forward to achieve operational excellence and value addition for the stakeholdersthrough operational synergy,higher capacity utilization,cost reduction and continuous improvement in its activities.

The Company has internal control system,which ensures that all the assets are protected against loss from unauthorized useand all the transactions are recorded and reported correctly.The internal control system is supplemented by the extensive programme of audits and reviews by the Management. Theinternal control systems are designed to ensure that the financial and other records are reliable for preparing financialstatements and other data and for maintaining accountability of assets.Further, reliance of all internal control functions and its entire gamut of activities are covered by independent audit,conducted by the auditors, whose findings are reviewed regularly by the Audit Committee and Management of theCompany.

The Company is giving utmost importance to safety,health and environment related issues.The safety management systemsin the company are regularly being improved and upgraded.Systems for monitoring activities relating to health,hygiene andsafety have been setup at every plant. Training and awareness programmes are conducted regularly on safety, health andenvironment.

Statements made in the Management Discussion and Analysis Report relating the Company’s objectives, projections,outlook,expectations,estimates etc.,may constitute‘forward looking statements’within the meaning of applicable laws andregulations. These statements are based on certain assumptions in respect of future events and Company assumes noresponsibility in case the actual results differ materially due to change in internal or external factors.

The Members of VYBRA AUTOMET LIMITED

1. We have audited the attached Balance Sheet of M/s.VYBRA AUTOMET LIMITED,as at 31st March,2012,the Profit andLoss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financialstatements are the responsibility of the Company's management. Our responsibility is to express an opinion onthese financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. An audit includes examining,on a test basis,evidence supporting theamounts and disclosures in the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in termsof sub-section (4A) of section 227 of the companies Act, 1956, we enclose in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, and subject to :

(I) We have obtained all the information and explanations, which to the best of our knowledge and belief werenecessary for the purposes of our audit;

(II) In our opinion,proper books of account as required by law have been kept by the Company so far as appearsfrom our examination of those books.

(III) The Balance Sheet,Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreementwith the books of account.

(IV) In our opinion, the Balance sheet, Profit and Loss Account and Cash Flow statement dealt with by this reportcomply with accounting standards referred to except AS-15 retirement benefits to employees, in sub-section(3c) of the Section 211 of the Companies Act,1956;

AUDITIOR'S REPORT

a) Debtors/Creditors are subject to confirmationb) The company is in the process of identifying slow moving / non moving items and the pending finalization of

said process and we are not in a position to quantify the provision required to be made in the profit & lossaccount.

(V) On the basis of written representations received from the Directors, as on 31st March, 2012 and taken onrecord by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012from being appointed as a Director in terms of Clause (g) of sub-section (1) of section 274 of the CompaniesAct,1956.

(VI) In our opinion and to the best of our information and according to the explanations given to us, the saidaccounts give the information required by the Companies Act, 1956, in the manner so required and given atrue and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2012

(b) in the case of Profit and Loss Account, of the Loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

23

28th Annual Report

For JAWAHAR AND ASSOCIATESChartered Accountants

V.UMAPATHIPARTNER

Place : HyderabadDate : 23-05-2012

Sd/-

24

28th Annual Report

Annexure to the Auditor's Report(Referred to in paragraph (3) of our report of even date)

I. (a) The Company is maintaining proper records showing full particulars including quantitative details andsituation of fixed assets.

(b) The fixed assets have been physically verified by the management and no material discrepancies were noticedall such verifications.

(c) The company has not disposed of the substantial part of the fixed assets which will affect the going concern.

II. (a) The physical verification of the inventory has been conducted at reasonable intervals by the management.

(b) In our opinion the physical verification of inventory followed by the management is reasonable andadequate in relation to the size of company and the nature of business.

(c) In our opinion the company is maintained proper inventory records and no material discrepancies werenoticed on physical verification of inventories.

III. (a) The company has neither granted any loans nor advanced any amounts to companies/ firms or other partiescovered in the register maintained under section 301 of the Companies Act, 1956. Since the company hasgranted any loans to companies / firms or other parties covered under section 301 of the Companies Act,company.

(b) The company has not obtained Inter corporate deposits / unsecured loans from the parties covered undersection 301 of the companies Act, 1956, the provisions of sub clauses (f ) and (g) are not applicable to thecompany.

(c) In our opinion, the terms and conditions on which loan has been taken from company liste in registermaintained under section 301 of the Companies Act, 1956 are not,prima facie,prejudicial to the interest of theCompany.

(d) The company is regular in repaying the principal amounts as stipulated and has been regular in the payments.

IV. In our opinion there is an adequate internal control procedure commensurate with the size of the company andnature of the business for purchase of inventories and fixed assets and for sale of goods.

VI. According to information and explanation given to us, the company has not accepted deposit from the publicas

V. (a) According to information and explanation given to us, all the transactions required to be entered in theregister pursuance to the provisions of section 301 of the Companies Act, 1956 have been so entered.

(b) According to information and explanation given to us, the transactions exceeding Rs. 5 lacs covered underthe register maintained under section 301 of the Companies Act, are reasonable having regard to theprevailing market prices at the time of entering the transaction.

per the provisions of Section 58A and Section 58 AA of the Companies Act,1956.

VII. The company has an internal audit system commensurate with the size and nature of business.

VIII. According to information and explanation given to us,the Central Government has prescribed for the maintenanceof cost records under section 209 (1) (d) of the Companies Act,1956 for the products manufactured by the Companyand the company has appointed a cost consultant to design the cost records and the same is underprogress.

IX. (a) As per the record of the company, it has been depositing undisputed statutory dues Sales Tax, ProvidentFund/ ESI and Income Tax, even though there were certain delays. The Statutory dues pending more than sixmonths which were undisputed as on 31.03.2012 in respect of

- Income tax payable for the AY 2008-09 Rs.29.05 lacs and- Provident Fund of Rs.19.70 Lacs- ESI Payable of Rs.3.15 Lacs- Sales Tax of Rs. 10.39 Lacs( b) On the basis of examination of the documents and records there are no disputed statutory liabilities.

X. During the Financial Year under consideration, the company has not incurred any cash loss (Previous YearRs.822.86 lacs) and the accumulated Losses are Rs.19.03 Crores and not exceeding 50% of Share Capital and freeReserves of Rs.42.20 Crores.

25

28th Annual Report

XI. On the basis of information available and explanation given to us,the company has obtained restructed packagefor defaulted payments / over due payments from the banks in view of the economic slow down.

XII. According to information and explanation given to us, the company has not granted any loans or advances onthe basis of security by way of pledge of shares, debentures or securities.

XIII In our opinion,the company is not a chit Fund or a Nidhi / Mutual Benefit Fund / Society. Therefore, the provisions ofclause 4 (xiii) of the Companies (Auditor’s Report) Order,2003 are not applicable to the company.

XIV. In our opinion, the company is not dealing in or trading to shares, securities, debentures and other investments.Accordingly,the provisions of clause 4 (xiv) of the Companies (Auditor’s Report) Order,2003 are not applicable to theCompany.

XV. According to the information and explanation given to us the company has not given any guarantee for the loanstaken by others from Bank or Financial Institution.

XVI. According to the information and explanation given to us, the Company applied the Terms Loans for the purposefor which the loans were obtained.

XVII. According to the information and explanation given to us and on overall examination of the Balance Sheet of theCompany,we report that no funds raised on short term basis have been utilized for long term investment except forworking capital.

XVIII. According to information and explanation given to us,the company has made preferential allotment by conversionof Share Warrants to parties covered under section 301 of the Companies Act 1956. In our opinion the price is as perthe SEBI Preferential Allotment Rural and not prejudicial to the interest of the company.

XIX. According to information and explanation given to us, the company has not raised any debentures during the yearunder audit.

XX According to information and explanation given to us, the company has not raised any monies from the public byway of issue of shares to the public.

XXI According to the information and explanations given to us, no fraud on or by the company has been noticed orreported during the course of our audit.

For JAWAHAR AND ASSOCIATESChartered Accountants

V.UMAPATHIPARTNER

Place : HyderabadDate : 23-05-2012

Sd/-

26

VYBRA AUTOMET LIMITEDBALANCE SHEET AS AT 31-03-2012

I. EQUITY AND LIABILITIES1. SHARE HOLDERS FUNDS :

SHARE CAPITAL 1 114,730,000 109,330,0002 117,151,654 89,980,686

37,287,500 20,440,000

(a) Long-term borrowings 3 650,645,271 480,830,366(b) Deferred tax liabilities (Net)(c) Long-term provisions 4 5,412,895 5,430,372

(a) Trade payables 5 113,033,407 99,713,778(b) Other current liabilities 6 25,774,079 25,928,859(c) Short-term provisions 7 11,971,080 15,100,938

--- ---(i) Tangible assets 8 547,981,793 478,814,960(ii) Intangible assets --- ---(iii) Capital work-in-progress --- ---(iv) Intangible assets under development --- ---(b) Non-current investments --- ---(c) Deferred tax assets (net) 118,507,436 113,795,010(d) Miscellaneous Expenditure

(a) Inventories 9 253,279,780 183,607,128(b) Trade receivables 10 86,246,813 43,030,079(c) Cash and cash equivalents 11 5,208,017 3,351,459(d) Other current assets 12 64,782,047 24,156,363

(b) Reserves and surplus

(c) Money received against share warrants

2 --- ---

3 Non-current liabilities

4 Current liabilities

1,076,005,886 846,754,999II. ASSETS

Non-current assets

1 a) Fixed assets

2 Current assets

1,076,005,886 846,754,999

Share application money pending allotment

(

28th Annual Report

Part I - Form of Balance Sheet

31st March, 2012 31st March, 2011NotesParticulars

(In Rupees)

As per our report of even dateFor JAWAHAR AND ASSOCIATESChartered Accountants

Sd/-V.UMAPATHI

Partner

Place : HYDERABADDate : 23-05-2012

For and on behalf of the Board

Sd/-

Sd/-Chairman & Managing Director

VILAS V VALUNJ

VIJAY KRISHNA MCompany Secretary

Sd/-

DirectorABHAY K PATIL

TOTAL

TOTAL

27

28th Annual Report

I. Revenue from operations

Net Sales 13 505,671,833 299,758,975

II. Other income 14 1,197,770 905,639

III. Total Revenue (I + II ) 506,869,603 300,664,614

VI. Expenses:

Total expenses 505,286,359 413,589,373

V. Profit before exceptional

1,583,244 (112924759)

14,358,542 (112924759)

19070968 (64749849)

Sales Turnover 573,104,843 339,043,366

Less: Excise & Sales Tax 67,433,010 39,284,391

Cost of Raw Materials consumed 15 305,636,290 182,957,664Increase in Stock 16 (51915628) (44729458)Employee benefits expense 17 68,619,036 51,846,834Finance costs 18 34,787,893 92,444,751Depreciation 8 32,202,481 30,638,003Other Expenses 19 115,956,287 100,431,579

1,583,244 (112924759)and extraordinary items and tax (III-IV) --- ---

VI.

VII. Extraordinary Items -Interest Waiver from Banks 12,775,298

VIII. Profit before tax (VII- VIII)

IX. Tax expense:(1) Current tax -(2) Deferred Tax Income/(Exp) 4712426 48,174,910

X. Profit (Loss) for the periodfrom continuing operations (VII-VIII)

XI. Profit (Loss) for the period 19070968 (64749849)XII. Profit /(Loss) B/f from Previous Year (209325689) (144575840)XIII. Profit / (Loss) Carried to Balance Sheet (190254721) (209325689)

XIV. Earnings per equity share:(1) Basic 1.66 (5.92)(2) Diluted 1.70 -

Profit before extraordinary items and tax (V-VI)

31st March, 2012 31st March, 2011Note No.Particulars

(In Rupees)

PART II - Form of STATEMENT OF PROFIT AND LOSS

VYBRA AUTOMET LIMITEDProfit and loss statement for the year ended 31.03.2012

As per our report of even dateFor JAWAHAR AND ASSOCIATESChartered Accountants

Sd/-V.UMAPATHI

Partner

Place : HYDERABADDate : 23-05-2012

For and on behalf of the Board

Sd/-

Sd/-Chairman & Managing Director

VILAS V VALUNJ

VIJAY KRISHNA MCompany Secretary

Sd/-

DirectorABHAY K PATIL

VYBRA AUTOMET LIMITED

28th Annual Report

28

Particulars

Notes 1 : SHARE HOLDER FUNDS

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

Authorised

Issued Capital

Subscribed and Paid Up Capital

114,730,000 109,330,000

20000000 Equity Shares of Rs 10/- Each 200,000,000 200,000,000

71290004654000 Equity shares of Rs.10/- each 46,540,000 46,540,0002475000 warrants of Rs.10/- each 24,750,000 24,750,000

10933000 Equity Shares of Rs 10/- Each - 109,330,00011473000 Equity Shares of Rs.10/- Each -

Equity shares of Rs.10/- each 7,1290,000 7,1290,000

114,730,000

Particulars

Name of Shareholder

NOTE 1 A : Details of Share issued durng the year

NOTES 1 B : Details of Share Holders holding more than 5% Shares

Equity SharesNumber Amount (Rs.)

Particulars

a. Capital Reserves

19,907,000 19,907,000b. Securities Premium Account

287,499,375 279,399,375C. Surplus

(190,254,721) (209,325,689)Total 117,151,654 89,980,686

Opening Balance 19,907,000 19,907,000(+) Current Year Transfer - -(-) Written Back in Current Year - -Closing Balance

Opening Balance 279,399,375 279,399,375A dd : Securities premium @ Rs.15/-for 5,40,000 Warrants issue 8,100,000Closing Balance

Opening balance (209,325,689) (144,575,840)(+) Net Profit/(Net Loss) For the current year 19,070,968 (64,749,849)Closing Balance

NOTES 2 : RESERVES & SURPLUS

Shares outstanding at the beginning of the year 10933000 109330000

Warrants Converted during the year 540000 5400000

Shares brought back during the year --- ---

Shares outstanding at the end of the year 11473000 114730000

1 Mr.Vilas V Valunj 3297535 28.74% 2541127 23.24%

2 Desai Finance PVT. LTD 1600000 13.95% 1600000 14.63%

No. of % of Holding No. of % of Holding

4897535 42.69% 4141127 37.88%

Shares held Shares held

As at 31 March 2012 As at 31 March 2011

Particulars

NOTES 3 : LONG TERM BORROWINGS

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

28th Annual Report

29

28th Annual Report

30

31- Mar-2012Amount (Rs.)

Particulars

NOTES 6 : OTHER CURRENT LIABILITIES

31- Mar-2011Amount (Rs.)

(a) Interest accrued and due on borrowings from I O B 492,909

(b) Other payables (specify nature)Outstanding Expenses 2,531,306 9,006,838

(c) Defferred Sales Tax Liability (Current) 4,879,903 -(d) Advances received from Customers 12,098,352 10,500,000

(e) Statutory LiabilitiesSales Tax Payable 1,039,190 913,458

Central Excise Payable 846,812 1,073,945Income Tax Payable 3,885,607 4,434,618

Total 25,774,079 25,928,859

31- Mar-2012Amount (Rs.)

Particulars

NOTES 7 : SHORT TERM PROVISIONS

31- Mar-2011Amount (Rs.)

(a) Provision for employee benefits

Total 11,971,080 15,100,938

Salary & Reimbursements 4,943,655 6,292,357E S I C Payable 928,696 813,274Contribution to PF 5,356,729 7,260,307

| Bonus 742,000 735,000(b) Others (Specify nature) --- ---

Provision for Current Year Taxation --- ---

31- Mar-2012Amount (Rs.)

Particulars

NOTES 4 : LONG TERM PROVISIONS

31- Mar-2011Amount (Rs.)

(a) Provision for employee benefits

Total 5,412,895 5,430,372

Gratuity (unfunded) 4,896,410 5,096,024Leave Encashment (unfunded) 516,485 334,348

31- Mar-2012Amount (Rs.)

Particulars

NOTES 5 : TRADE PAYABLE

31- Mar-2011Amount (Rs.)

Sundry Creditors

Grand Total 113,033,407 99,713,778

a. Raw Materials 69,954,003 35,966,693b. Job Works 2,318,212 2,675,103c. Transport 4,042,760 4,827,248d. Others/Services 2,343,929 5,686,761e. Consumable/Spares 34,374,503 50,557,973

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745,

640

833,

112

324,

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3,55

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8,316

184,4

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3,117

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22,41

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(248

0280

)

28th Annual Report

31

28th Annual Report

32

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)Particulars

NOTES 11 : CASH & CASH EQUIVALENTS

a. Balances with banks* 5,204,028 3,343,984b. Cheques, drafts on hand - -c. Cash on hand* 3,989 7,475d. Others (specify nature) - -

Total 5,208,017 3,351,459

Particulars

NOTES 10 : TRADE RECEIVABLES

Trade receivables outstanding for a period

MORE THAN SIX MONTHS from

Secured, considered good --- ---Unsecured, considered goodUnsecured, considered doubtful --- --

trade receivables outstanding for a period

LESS THAN SIX MONTHS from the date

they are due for payment --- ---Secured, considered good --- ---Unsecured, considered good 63,474,464 43,030,079

Unsecured, considered doubtful --- ---

the date they are due for payment

22,772,349 ---

Total 86,246,813 43,030,079

Particulars

NOTES 10A : TRADE RECEIVABLES STATED ABOVE INCLUDE DEBTS DUE BY:

Private Company M/s. Little Master 5,210,816Auto Components ( I ) Pvt Ltd.,

in which C M D is Director

*Either severally or jointly

Total 5,210,816

Particulars

NOTES 9 : INVENTORIES

Valued at Cost Or Market Value which ever is lowera. Raw Materials 18,280,259 8,444,205b.Work-in-progress 41,763,264 16,645,175c. Finished goods 3,943,417 2,792,498d. Stores and spares 33,711,330 25,790,360e. Stock of Scrap 1,285,100 324,455f. Dies 154,296,410 129,610,435

Grand Total 253,279,780 183,607,128

28th Annual Report

33

Particulars

NOTES 12 : OTHER CURRENT ASSETS

TDS receivable 145,504 95,123Un Availed CEN VAT Credit 5,947,806 1,833,396Un Availed Input Tax Credit - VAT 4,142,946 2,742,020Recoverable from Tax Authorities 117,955 117,955Advances for Supply of Goods and Services 567,843 828,645Margin with M/s. Edelwiess AssetReconstruction Company (EARC) 34,500,000 ---Security Deposits - Government Authorities 11,747,417 11,747,417Other Advance Recoverable 7,612,576 6,791,807

Total 64,782,047 24,156,363

Particulars

NOTES 12a : CONTINGENT LIABILITIES & COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

(a) Claims against the company not acknowledged as debt 2,575,000 2,575,000

(ii) Commitments(a) Export Obligation 235,102,800 235,102,800

Sub Total 2,575,000 2,575,000

Sub Total 235,102,800 235,102,800

TOTAL 237,677,800 237,677,800

Particulars

NOTES 13 : REVENUE FROM OPERATIONS

Sale of Forgings 527,949,994 309,990,381

Job Work 300,366 3,439,829

Sale of Scrap 46,087,028 26,947,510

574,337,388 340,377,720

Less: Sales Returns 1,232,545 1,334,354

1 Central Excise 52,779,774 30,658,304

2 Central Sale Tax 8,520,590 4,505,261

3 Value Added Tax 6,132,646 4,120,826

1

Total 573,104,843 339,043,366

Less: Excise & Sales Tax

67,433,010 39,284,39

Net Sales 505,671,833 299,758,975

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

28th Annual Report

34

Particulars

NOTES 14 : MISCELLANEOUS / OTHER INCOME

Interest Income (in case of a company 720,277 591,092other than a finance company)Cash Discount 477,493 314,547

Total 1,197,770 905,639

Particulars

NOTES 15 : COST OF RAW MATERIALS CONSUMED

Opening Stock of Raw Materials 8,444,205 2,955,490

Add: Purchases 315,472,344 188,446,379

323,916,549 191,401,869

Less: Closing Stock 18,280,259 8,444,205

Raw Materials Consumed 305,636,290 182,957,664

Particulars

NOTES 16 : INCREASE / DECREASE IN STOCK

1. OPENING BALANCE

Sub Total 149,372,563 104,643,1052. CLOSING BALANCE

Sub Total 201,288,191 149,372,563

3 INCREASE IN STOCK 51,915,628 44,729,458

Dies 129,610,435 87,885,951Work in Progress 16,645,175 15,115,199Finished Goods 2,792,498 1,381,705Flash 324,455 260,250

Dies 154,296,410 129,610,435Work in Progress 41,763,264 16,645,175Finished Goods 3,943,417 2,792,498Flash 1,285,100 324,455

Particulars

NOTES 17 : EMPLOYEE BENEFITS - EXPENSES

Total 68,619,036 51,846,834

(a) Salaries and Wages (Including Directors remuneration) 61,265,681 45,812,019(b) Contributions to Provident Fund 3,330,302 2,622,523(c) Gratuity fund contributions 521,716 521,716(d) Bonus 1,135,500 791,650(e) Welfare expenses 1,231,396 880,658(f ) Contribution to ESI 979,748 1,138,447(g) Medical Expenses 154,693 79,821

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

28th Annual Report

35

Particulars

NOTES 18 : FINANCE COSTS

Discounting Charges 5,513,240 1,265,098

Interest on Cash Credit 14,296,108 39,686,002

Interest on Term Loans 6,423,813 40,945,275

Interest Charges 8,554,732 10,548,376

Total 34,787,893 92,444,751

Sub-NotesParticulars

Particulars

Particulars

NOTES 19 : OTHER EXPENSES

NOTES 19a : COST OF STORES & CONSUMABLES

NOTES 19b : MANUFACTURING EXPENSES

Cost of Stores & Consumables 19a 59,364,732 46,688,934

Manufacturing Expenses 19b 43,965,902 39,466,704Administrative, Selling& Distribution Over Heads 19c 12,375,653 14,025,941

Audit Fee 19d 250,000 250,000

Total 115,956,287 100,431,579

Opening Stock of Consumables 25,790,360 24,297,966

Add: Purchases 62,798,537 44,054,386

88,588,897 68,352,352

Less: Closing Stock 33,711,330 25,790,360

Stores & Consumptions 54,877,567 42,561,992

Packing & Forwarding 4,487,165 4,126,942

Total 59,364,732 46,688,934

1 Material Processing Charges 5,472,993 4,936,793

2 Power Charges 37,596,408 33,762,537

3 Repairs & Maintenance 896,501 767,374

TOTAL 43,965,902 39,466,704

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

28th Annual Report

36

ParticularsS.No.

NOTES 19c : ADMINISTRATIVE, SELLING & DISTRIBUTION OVER HEADS

1 Advertisement Expenses 107,877 93,194

2 Board Meeting Expenses 136,634 85,601

3 Business Promotion Expenses 359,558 186,270

4 Conveyence 169,761 360,755

5 Bank Charges 181,481 253,878

6 Legal & Professional Charges 5,025,568 654,987

7 Miscellaneous Expenses 254,879 275,668

8 Office Maintenance 240,130 221,973

9 Printing & Stationery 225,856 228,309

10 Postage & Telegrams 167,741 169,164

11 Rent, Rates & Taxes 311,400 1,434,837

12 Fees & Licenses 646,387 795,230

13 Security Services 1,547,971 1,114,517

14 Telephone & Fax 312,423 284,003

15 Travelling Expenses - Directors 689,318 1,019,236

16 Travelling Expenses - Others 399,332 771,801

17 Lease Charges - KVR Forgings - 4,295,000

18 Repairs & Maintenance 694,050 1,561,040

19 Insurance 219,716 -

20 Processing Fee - IOB 475,000 -

21 Selling Expnes 210,571 220,478

TOTAL 12,375,653 14,025,941

Particulars

NOTES 19d : AUDIT FEES

1 "Payments to the auditor as auditor," 250,000 250,0002 for taxation matters,3 for company law matters,4 for management services,5 for other services,6 for reimbursement of expenses;

TOTAL 250,000 250,000

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

31- Mar-2012Amount (Rs.)

31- Mar-2011Amount (Rs.)

20. Notes to Accounts :

I.

1. Accounting Convention :

2. Revenue Recognition :

3. Fixed Assets :

4. Depreciation :

5. Inventories :

6. Retirement benefits :

7. Borrowing cost :

8. IncomeTax :

9. DeferredTax :

10. Foreign Exchange

11. Use of Accounting Estimates :

ACCOUNTING POLICIES :

The financial statements are prepared under the historical cost convention in accordance withapplicable mandatory Accounting Standards and relevant presentational requirements of theCompanies Act,1956

Sales recognized at the point of dispatch from sight to customers. Sales includes excise duty andsales tax and net of sales returns.Realization on account of scrap is also included in the sales.

all fixed assets are stated at cost less depreciation.

Depreciation is provided under the straight line method at rates specified in the schedule XIV of theCompanies Act,1956.

a) Raw Materials are valued at cost in FIFO method.

b) Finished goods are valued at cost or market value whichever is less.

c) Work-in-progress is valued at cost.

d) Stores & Consumables valued at cost in FIFO method

e) Valuation of dies is arrived at after taking cost of the inputs including cost of conversion.The life ofdie is determinated on the number of impressions / strikes it can withstand as determined by thetechnical personnel.The die valuation is arrived based on the balance life of the die.

f ) Scrap is valued at net realizable value.

Gratuity under the Gratuity Act is accounted on actuarial valuation. The provision for leaveentitlement is determined at the year end on an actuarial basis.

The borrowing cost incurred in acquiring qualifying asset is capitalized till the commencement ofthe commercial production.

Current Income Tax is ascertained on the basis of assessable profit computed in accordance withthe provisions of IncomeTax Act,196.

Deferred tax is recognised, subject to the consideration of prudence, on timing difference beingthe differences between taxable income and accounting income that originate in one period andare capable of reversal in one or more subsequent periods.

Transaction in foreign currency are recorded at the exchange rates prevailing on the date oftransactions.

The Preparation of financial statements requires estimates and assumption to be made that affectthe reported amount of assets and liabilities on the date of financial statements and the reportedamount of revenues and expenses during the reporting period.

28th Annual Report

37

38

28th Annual Report

12. Contingent Liabilities :

13. Impairment of Assets :

14. Leases :

Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets areneither recognised nor disclosed in the financial statements.

At each balance sheet date, the Company assesses whether there is any indication that an assetmay be impaired. If any such indication exists, the Company estimates the recoverable amount. Ifthe carrying amount of the asset exceeds its recoverable amount an impairment loss is recognizedin profit and loss account to the extent the carrying amount exceeds recoverable amount.

Each lease payment is allocated between the liability and finance charges so as to achieve aconstant rate on the finance balance outstanding. The corresponding rental obligations, net offinance charges, are included in payable.The interest element of the finance charge is charged tothe Profit and Loss Account over the lease period. Lease rentals in respect of assets taken onoperating lease are charged to the Profit & Loss Account on accrual basis.

NOTES :

1. :

2. .

3. :

a) s

b) Indian Overseas Bank (IOB) Cash Credit Rs.1250.00 lacs

c) Indian Overseas Bank (IOB)Term Loan Rs.396.49 lacs

d) Indian Overseas Bank (IOB) ShortTerm Loan Rs.158.26 lacs

e) H S B C Bank Ltd.Rs.98.78 lacs

CONTINGENT LIABILITIES

CONVERTION OFWARRANTS

SECURED LOANS

Edelweiss Asset Reconstruction Company (EARC) :Rs.3733.20 lca

Export obligation on import of Capital Equipment.Rs.2351.03 lacs.(Previous Year Rs.2351.03 lacs).

Out of 24,75,000 warrants issued vide Postal Ballot held on 23rd March 2011, the company hasconverted 5,40,000 warrants in to equity Share Capital @ Rs.10/- each at a premium of Rs.15/- eachin the Board Meeting held on 10th February,2012 on receipt of full amount.

i) Pending final sanction of Reconstruction of debt, the principal amounts due to Axis bankRs.3089.96 lacs, ICICI bank Rs.771.00 lacs, assigned to M/s. Edelweiss Asset ReconstructionCompany (EARC) against for a sum of Rs.2105.00 lacs by M/s.Axis Bank limitd and Rs.540 lacs byM/s.ICICI Bank Ltd.The company has also kept with Edelweiss (EARC) of Rs.345.00 lacs as marginmoney as a part of restructuring.

ii) Edelweiss Asset Reconstruction Company (EARC) is secured by Exclusive First charge on thecompany's Fixed Assets Other than those financed by M/s. Indian Overseas Bank (IOB) andSecond Charge on the Fixed Assets financed by IOB against their term loan.

The above said Loan from I.O.B.,is secured by First charge on the entire Current Assets.

The above said Loan from I O B is secured by First charge on the Fixed Assets acquired by thecompany out of the said Term Loan.

The above said Loan from I O B is secured by exclusive first charge on development dies andtools acquired by the company out of the said ShortTerm Loan.

The above said Loan is secured by Second charge on Current Assets on pari passu basis.

4. UN :

a) Deferred SalesTax Liability :

B) Inter Corporate Deposits ( I C D) :

5) :

PROVISION FOR EMPLOYEE BENEFITS

6)

7

SECURED LOANS

CURRENT LIABILITIES

INVENTORY :

RELATED PARTYTRANSACTIONS :

The total deferred sales tax liability is Rs.212.70 lacs. The amount of Rs.48.80 lacs is repayablein the year 2012-13.

The ICDs from M/s. Amrit safe, M/s. Dadaji Dhakjee, M/s. Deepsang corpn., and M/s. Solo IndiaPvt. Ltd., are due before 31st March, 2012. The Company is in the process of making one timesettlement and the negotiations are under progress and the company is confident of clearingthe dues before the end of financial year ending 2012-13.

a) The company has estimated the liability on account of gratuity of Rs.5.21 lacs and Rs.2.50 lacson account of leave encashment.

b) The company is in the process of negotiating with LIC to take comprehensive policy to coverthe above liability.

a) Raw material has been valued at cost including transportation and excluding storage costs.

b) Finished goods valued at cost or market value whichever is lower.

c) Work In Progress is valued on cost price .

d) Valuation of dies is arrived at after taking cost of the inputs including cost of conversion. Thelife of die is determined on the number of impression / strikes it can withstand as determinedby the technical personnel. The die valuation is arrived based on the balance life of the die.

The related party transaction are made as follows :

Name of Type of Nature of Amountthe Company

AmountRelationship Transaction (Rs. In lacs) (Rs. In Lacs)

as on 31-03-2012

Little Master CMD is inteneded as Sales 16.44 52.11 DrAuto director of the Purchase 9.43 -Nil-Components (I) CompanyPvt. Ltd.

Little Master CMD's wife is Sales 232.26

Auto Cast Pvt. intended as director 15.66 Dr

Ltd. of the Company Purchase 249.54

28th Annual Report

39

8. :

A) :

B) :

C) .

. 9. :

DISCLOSURES

SALESTAX

SEGMENT REPORTING

FOREIGN EXCHANGETRANSACTIONS

GENERAL

No provision has been made for the claim of Rs. 25.75 lac for the assessment years 2005-06 and2006-2007 by the Sales Tax department and the company has filed a petition on paymentof Rs.10 lacs as deposit under protest at Andhra Pradesh High Court and confident of a favourabledecision.

The company is exclusively in the business of manufacturing of auto component forgings. In thiscontext, requirement of the accounting standard No.17 of the Institute of Chartered Accountantsof India is not applicable.

The following are the foreign exchange outflow taken place during the year.

Capital Equipment : Nil Nil

Travel Expenses : Nil Nil

1. Confirmations from creditors and loans are awaited.

2. Figures are rounded off to nearest rupee.

3. Previous year's figures have been re-grouped/re arranged wherever considered necessary.

CurrentYear Previous Year

As per our report of even dateFor JAWAHAR AND ASSOCIATESChartered Accountants

Sd/-V.UMAPATHI

Partner

Place : HYDERABADDate : 23-05-2012

For and on behalf of the Board

Sd/-

Sd/-Chairman & Managing Director

VILAS V VALUNJ

VIJAY KRISHNA MCompany Secretary

Sd/-

DirectorABHAY K PATIL

28th Annual Report

40

CASH FLOW STATEMENT FOR THE PERIOD ENDING 31.03.2012 AS PER AS 3

A. CASH FLOW FROM OPERATING ACTIVITIES:

Operating Profit/(Loss) before working capital changes 81348916 10157995

B.CASH FLOW FROM INVESTING ACTIVITIES

NET CASH USED IN INVESTING ACTIVITIES (163517955) (11530902)

C:CASH FLOW FROM FINANCING ACTIVITIES:

NET CASH FLOW FROM FINANCING ACTIVITIES 1856557 (28581679)

Net Profit/(Loss) after Tax 19070968 (64749849.00)Adjustment for:Add:Depreciation 32202481 30638003

Loss on transfer of fixed assets 0

Interest Paid 34787893 92444751

Deferred Tax Income (4712426) (48174910)

Interest on Term Loans& Funded Interest 0 62277948 74907844

Add/(Less):

Decrease/(Increase) in inventories (69672652) (51710567)

Decrease/(Increase) in Loans & Advances (40625682) (1881461)

Decrease/(Increase) in debtors (43216734) (27416998)

(Decrease)/Increae in Current laibilities 10017514 (143497554) 61989463 (19019563)

NET CASH FROM OPERATING ACTIVITIES (62148638) (8861568)

Less:Purchase of Fixed Assets 101369317 3305089

Sale of Fixed Assets 0 (2480280)

Difference in Depreciation (Deletions) 0 1844525

101369317 2669334

Add:

Proceeds fromWorking Capital /Term Loans 169814905 56284162

Sale of Investments 0 20975198

Increase in Share Capital 5400000 0

Increase in Share Application 16847500 0

Increase in ShareWarrants Money 8100000 200162405 0 77259360

36644450 65728458

Less:

Interest Paid 34787893 92444751

Repayment of Long Un-secured Loans 0 1865386

Repayment of LongTerm Loans 0 34787893 0 94310137

Cash and cash equivalents as at 31-03-2011 3351459 31933138

Cash and cash equivalents as at 31.03.2012 5208016 3351459

Current Year 2011-2012 Previous Year 2010-11

Amount (Rs.) Amount (Rs.)

41

28th Annual Report

As per our report of even dateFor JAWAHAR AND ASSOCIATESChartered Accountants

Sd/-V.UMAPATHI

Partner

Place : HYDERABADDate : 23-05-2012

For and on behalf of the Board

Sd/-

Company SecretaryVIJAY KRISHNA.M

Sd/-

Chairman & Managing DirectorVILAS V VALUNJ

Sd/-

DirectorABHAY K PATIL

Note: Amounts presented in paranthesis indicate in application of funds

42

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE(as required under part IV of the amended Schedule VI of the Companies Act, 1956.)

a) Registration No. L24119A1984PLC004685

b) State Code No. 01

c) Balance Sheet Date 31 03 2012

(Date) (Month) (Year)

a) Public Issue NIL

b) Rights Issue NIL

c) Bonus Issue NIL

d) Private Placement NIL

a) Total Liabilities 1,076,005.886

b) Total Assets

c) Sources of funds

i) Paid up Capital 1147.30

ii) Reserves & Surplus 1171.51

iii) Secured Loans 5636.73

iv) Unsecured Loans 869.72

v) Deferred Tax Liability NIL

d) Application of Funds

i) Net Fixed Assets 5479.82

ii) Capital Work in Progress -

iii) Investments

iv) Net Current Assets 4095.16

v) Deferred tax asset 1185.07

vi) Accumulated Loss 1902.54

i) Sales and other Income 5917.89

ii) Total Expenditure 5727.19

iii) Profit before Tax 190.70

iv) Profit after Tax Nil

v) Earnings per share (Rs.) 1.66

vi) Dividend NIL

Item Code No. (ITC Code) Name

732690 FORGINGS

1. Registration Details

II. Capital Raised during the year (Rs. in Thousands)

III. Position of Mobilization and Deployment of Funds (Rs. in Thousands)

IV. Performance of the Company (Rs. in Thousands)

V. Generic names of the Principal Products of the Company

31-03-12

1,076,005.886

28th Annual Report

Place : HYDERABADDate : 23-05-2012

For and on behalf of the Board

Sd/-

Company SecretaryVIJAY KRISHNA.M

Sd/-

Chairman & Managing DirectorVILAS V VALUNJ

Sd/-

DirectorABHAY K PATIL

FORM 2B

NOMINATION FORM(To be filled individual(s) applying singly or jointly)

I/We____________________________________________________________________ ____________

and _________________________________________________________________________________________________

and _________________________________________________________________________________________________

the Members of Holding shares bearing Distinctive Numbers _______________________________________________________ wish to make a nomination and do hereby nominate the following person in whom all rightsof transfer and/or amount payable in respect of shares shall vest in the event of my or our death.

Name: :_________________________________________________________________

Address:

______________________________________________________________________________ ____

Date of Birth_______________________________________________________________________

(If nominee is a minor)

Guardian of the Minor is (to be furnished only if nominee is a minor)

Name: ____________________________________________________________________ ____

Address: _________________________________________________________________________________

________________

____________________________

______________________________________________________________________________________________________________________________________________________________________________________________

__________________

___________________

______________________

______________________________________________________________________________________________________

Vybra Automet Limited

Name and Address of Nominee

No. of Shares :

Account No. :

1. Signature : ________________

Name :

Address

Date

_______________________________________________________________

_______________________________________________________________________________

: _______________________________________________________________________________

: _______________________________________________________________________________

2 _______________________________________________________________

_______________________________________________________________________________

: _______________________________________________________________________________

: _______________________________________________________________________________

. Signature : ________________

Name :

Address

Date

3 _______________________________________________________________

_______________________________________________________________________________

: _______________________________________________________________________________

: _______________________________________________________________________________

. Signature : ________________

Name :

Address

Date

Name, Address and Signature of two Witnesses

SHAREHOLDERS'INFORMATION

Name and Address Signature with Date1.

2.

43

28th Annual Report

INSTRUCTIONS:

1. The Nomination can be made by individuals holding shares on their own behalf singly or jointly. Non-individualsincluding Society, Trust, Body Corporate, Partnership Firm, Karta of Hindu Undivided Family, Holder of Power ofAttorney cannot nominee. If the Shares are held jointly,all Joint holders shall sign the nomination form.

2. A Minor can be nominated by a Holder of shares and in that event, the name and address of the Guardian should beprovided.

3. The Nominee shall not be a Trust, Society, Body Corporate, Partnership firm, Karta of Hindu Undivided Family or aPower of Attorney Holder. A Non-Resident Indian can be a nominee on repatriable basis.

4. Nomination stands rescinded upon transfer of shares.

5. Transfer of shares in favour of Nominee shall be valid discharge by the Company against the Legal heir.

6. The Nomination form shall be filed in duplicate with the Company’s Share Transfer Agents M/s Venture Capital andCorporate Investments Pvt. Limited, 12-10-167, MIG-134, Bharat Nagar, HYDERABAD – 500 018, which will returnone copy thereof to the Shareholder.

FOR OFFICE USE ONLY

Nomination Registration Number :

Date of Registration :

Checked by (Name and Signature) :

44

28th Annual Report

VYBRA AUTOMET LIMITEDRegd. Office: 508 & 509, Padamati Somaram Road, Bibinagar 508 126, Nalgonda Dt.,

I/We .......................................................................................... of ....................................................... in the district

of.................................................................................... being a member(s) of the above named Company, hereby appoint

.......................................... as my/ our proxy to attend and vote for me/us and on my/our behalf at the 28th Annual General

Meeting of the Company to be held on Wednesday, 26th September,2012 or at any adjournments thereof.

Signed this ……..day of ………….2012

* Applicable to investors holding shares in electronic form.

Note: a) Proxy need not be a member.

b) This proxy form completed and signed should be deposited at the Registered

Office of the company,on or not later than 48 hours before the time for holding

of the meeting.

Regd. Office: 508 & 509, Padamati Somaram Road, Bibinagar 508 126, Nalgonda Dt.,

PROXY FORM

VYBRA AUTOMET LIMITED

ATTENDANCE SLIP

I hereby record my presence at the 28 Annual General Meeting of the Company being heldon Wednesday 26 September 2012 at 11.00 AM at the registered office of the company.

th

th

Registered Folio No……............... No. of Shares held...................

Signature ...............................

DP Id*Client Id*

Affix Re.1.Revenue

Stamp here

TEAR HERE

Name of the Shareholder

Signature of Member / Proxy

*Applicable for members holding shares in Electronic Form.

Name of the Proxy

Regd. Folio No./ Client ID *

45

28th Annual Report

Note : 1. Members /Proxies may avail themselves of the conveyance provided leaving at 7-140/2, E5, Nagendra Nagar,Scientist colony,Habsiguda,Secunderabad- 500 007,on the 26th September,2012 at 9.30 am to the venue of themeeting.

2. Please fill attendance slip and hand it over at the entrance of the meeting avenue.

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