Directors Report of Synthiko Foils Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report together with the Audited Financial Statements on standalone basis for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS:

(Standalone basis)

(Figures in Rs.)

Particulars For the For the year ended year ended on 31st on 31st March,2015 March,2014

Total Income 21,20,43,985 18,68,40,418

Profit before Depreciation 73,27,093 61,45,760 and Tax

Less : Depreciation 20,80,658 17,25,842

Tax Expenses 7,73,049 13,92,963

Net Profit for the year 44,73,386 30,26,955

Add. Profit & Loss A/c Bal NIL NIL of Previous year

Appropriations:

Proposed Dividend NIL NIL

Dividend Distribution Tax - N.A. N.A. on Proposed Dividend

Transfer to General Reserve NIL NIL

Balance c/fd to Balance Sheet 44,73,386 30,26,955 as at 31.03.2015.

2. STATEMENT OF COMPANY'S AFFAIRS:

The year 2014-2015 was optimistic year for the company's operations with rising trends. The revenue from the operation reached to during the year the net income from operations increased marginally from last year's revenue Rs. 18, 42, 02,998 to 20, 69, 41,194. The profit after tax reported was Rs. 44, 73,386 increased by 47% from the figures of the last year's Profit after Tax of Rs. 30, 26,955.

3. DIVIDEND:

In the view of the financial position of the company, The Board directors do not recommended any dividend for the Financial Year ended on 31st March, 2015.

4. TRANSFER TO RESERVES:

The Company has not transferred an amount to any reserve.

5. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The relations between Company and its employees being cordial and no instance of any Industrial Dispute reported during the year 2014-15. During the Financial Year the Company does not have any employee who was drawing remuneration required to be disclosed pursuant to the Section 197 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The required disclosures with respect to Remuneration and other details of employees are available at the registered office of the company during working hours:

6. SUBSIDIARY COMPANY:

Since the Company has no subsidiary, provisions of Section 129(3) of the act does not apply to the Company.

7. DEPOSITS:

During the Financial Year 2014-15 The Company has not accepted any public deposit covered under Section 76 of the Companies Act, 2013.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/outgo are set out in Annexure - I to this Report

9. BOARD OF DIRECTORS:

During the year 2014-15 Mrs Sheetal Bhavesh Dadhia (Holding DIN-07144050) is appointed as an Additional Director/Woman Director of the Company w.e.f. 30th March 2015Subject to approval of Shareholder in 30th Annual General Meeting.

At the ensuing 30thAnnual General Meeting of the Company the Directors Mr. Bhavesh Ramesh Dadhia (Having DIN 00726076) is liable to retire by rotation and being eligible offers themselves for re-appointment. Board recommends their re-appointment to the members for consideration in the ensuing 30thAnnual General Meeting.

10. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT - 9 pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of Companies (Management and Administration) , Rules 2014 are as per Annexure - II to this Report.

11. NUMBER OF MEETINGS OF THE BOARD:

Five Board Meetings were held during the year 2014-15 pursuant to Section 173 (1) of Companies Act, 2013 on 31st May, 2014, 14th August, 2014, 13th November, 2014 and 14th February, 2015 and 30thMarch 2015. The further details regarding Board Meetings are given in the Board of Directors Section of Corporate Governance Report annexed to this Report.

12. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:

(a) in the preparation of Annual Accounts for the year ended on 31st March, 2015, the applicable accounting standards have been followed and there are not material departures from the same.,

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2015 and the profit and loss of the Company for that period.,

(c) the Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.,

(d) the Directors have prepared Accounts on 'going concern' basis., and

(e) The Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. COMMENTS ON AUDIT REPORTS:

There are no qualification, reservation or adverse remark or disclaimer made by M/s Arvind & Co Chartered Accountants and by M/s. HS Associates, Company Secretary in Practice in his secretarial audit report for the year ended on 31st March, 2015.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

As on 31st March, 2015 there was no outstanding balance or transactions with respect to the Mutual Fund Investments. Also the Company has not given loans or Guarantees covered under Section 186 of Companies Act, 2013.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year 2014-15 the Contract or Arrangements entered in to by the Company with related parties were approved by the Audit Committee pursuant to subsection (iv) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188 (1) of Companies Act, 2013.

The related party transactions were at arm's length basis and were in the ordinary course of business of the Company. The other details with respect to related party transactions in Form AOC - 2 are set out in Annexure - IV to this Report. The policy on Related Party Transactions is available on Company's website- www.synthikofoilsltd.com

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

17. EVALUATION OF BOARD:

The performance of Board, its Committees and Individual Directors were reviewed during the year pursuant to subsection (p) (3) of Section 134 of Companies Act, 2013.

On Account of one independent director on the board the company is in process of to appoint another independent director for the year 2015-2016.Also the performance of Committees of the Board were reviewed by the same and forthwith the evaluated performance of Board,Individual Directors and Committees were found to be satisfactory as during the year 2014-15.

18. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

As the Corporate Governance of listing Agreement is voluntary adopted by company on the view of good corporate practices and for the same Report on Corporate Governance is also prepared along with necessary certificates and Statement of Management Discussion and Analysis are annexed to this report as Annexure - III.

19. STATUTORY AUDITORS:

The Statutory Auditors of the Company M/s Arvind & Company (Membership No: 36700) hold office until the conclusion of forthcoming 30thAnnual General Meeting of the Company and are eligible for re-appointment. The Board has received necessary Certificate from Statutory Auditors and the Audit Committee has recommended their re-appointment. Hence the Board hereby recommend to the members the re-appointment of Statutory Auditors till the conclusion of 32nd Annual General Meeting of the Company subject to the ratification of appointment by the members at respective Annual General Meetings.

20. INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013. The Company has appointed Mr. Santosh Shah as the internal auditors for the financial year to 2015-2016 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through, periodical checks and internal audit.

21. SECRETARIAL AUDITOR REPORT:

The Secretarial Audit Report of M/s HS Associates, Company Secretaries for the year ended on 31st March, 2015 states that the Composition of Board of directors of the company is in process of reconstitution in view to comply with. The Board has re-appointed HS Associates, Company Secretaries as the Secretarial Auditors of the Company for the Secretarial Audit of the financial year ended on 31st March, 2016.

22. COMMITTEES OF THE BOARD:

The Board has constituted necessary Committees pursuant to the provisions of required applicable laws and acts, rules framed there under and Listing Agreement with Stock Exchanges. The required Committees of the Board are being duly constituted by taking necessary efforts as on view of good corporate practice. The details about Committees and Schedules of Meetings are being provided as an part of annual report and such Committees are appointed by abiding the required meetings among the Board of Directors of the Company.

23. WHISTLE BLOWER:

The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism for Directors and Employees of the Company to report concerns about unethical behaviour, actual or suspected fraud, or violations of Company's Code of Conduct or Ethics Policy. The detailed Vigil Mechanism Policy is available at Company's Website: www. synthikofoilsltd.com.

24. INTERNAL FINANCIAL CONTROLS:

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and there were adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31st March, 2015 and the Internal Financial Controls are operating effectively.

25. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, redressal for the benefits of its employees. There were no complaints filed against any of the employees of the Company under this Act.

26. ACKNOWLEDGEMENTS:

The Board of Directors hereby express thanks to all the Shareholders, Customers, Suppliers, Associates, Employees and various Authorities for extending their valued support and patronage to the Company.

For and on behalf of the Board

Ramesh Dadhia Date: 14/08/2015 (DIN 00726044) Mumbai Managing Director

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Mar 31, 2014

The Members,

Synthiko Foils Limited

The Directors have great pleasure in presenting 29th Annual Report along with the Audited Balance sheet and Profit and Loss Account for the year ended March 31, 2014.

1. Financial results:

Particulars Year ended on 31-03-2014 Year ended on 31-03-2013 Amount in Rs. Amount in Rs.

Total Income 186,840,418 133,098,242

Depreciation 1,725,842 1,644,443

Net Profit/(Loss) before Tax 4,419,918 2,402,417

Less: Provision for Taxation 1,392,963 738,868

Net Profit/(Loss) after Tax 3,026,955 1,663,550

2. Performance review:

In the current financial year, your Company reported Turnover of Rs. 184,202,998/- (Rupees Eighteen crore forty two lakh two thousand nine hundred and ninety eight only) as against Rs. 127,987,647/- (Rupees twelve crore seventy nine lakh eighty seven thousand six hundred and forty seven only) in the financial year 2012-13. After making necessary provisions, the net profit after tax for the financial year 2013-14 stood at Rs. 3,026,955 (Rupees thirty lakh twenty six thousand nine hundred and fifty five only) as against Rs. 1,663,550/- (Rupees sixteen lakh sixty three thousand five hundred and fifty only) in the financial year 2012-13.

3. Dividend:

In view of financial position of the Company, your Directors do not recommend any dividend for the year 2013- 2014.

4. Directors:

Mr. Dilip D. Punjabi, Director of the Company, retires by rotation and being eligible offered himself for re- appointment. The Members are requested to re-appoint him in the ensuing Annual General Meeting.

5. Fixed deposits:

The Company has not accepted public deposits within the meaning of section 58A of the Companies Act, 1956 and rules framed there under.

6. Subsidiaries:

Since the Company has no subsidiary, provisions of section 212 of the Companies Act, 1956 does not apply to the Company.

7. Auditors:

M/s. Arvind & Company, Chartered Accountants, and statutory auditors of your company hold office until the conclusion of the forthcoming Annual General Meeting and have signified their willingness to be re-appointed and have further confirmed that their appointment if made shall be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

In view of the above members are requested to re-appoint M/s. Arvind & Company as statutory auditors from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting.

8. Auditors'' report:

The Auditors'' Report states that the company has given guarantee for loans taken by firm in which company is a partner from banks.

9. Particulars of employees:

There were no employees who were in receipt of the remuneration in excess of the limits as set out in the provisions of section 217(2A) of the Companies Act, 1956 and rules made thereunder.

10. Particulars of conservation of energy technology absorption:

Further, the details of total energy consumption and energy consumption per unit of production in the prescribed format under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed as Annexure A to this report.

12. Corporate governance report:

The Report on Corporate Governance and management Discussion and Analysis are annexed to this report as Annexure - II and III respectively.

13. Compliance certificate:

Compliance Certificate as required under Section 383A of the Companies Act, 1956 prepared and issued by HS Associates, Company Secretaries in Practice is annexed to this report as Annexure B.

14. Directors responsibility statement:

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

15. Stock exchange requirements:

Being listed at BSE Limited, your company has paid listing fees till March, 2015.

16. Acknowledgement:

Your Directors take this opportunity to place on record, gratitude for corporation and support received from their Banker, various departments and agencies of Central and State Government and dedication and commitment of the staff at all levels.

For and on behalf of the Board

Sd/-

Date: August 14, 2014 Ramesh Dadhia

Place: Jawhar Managing Director

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Mar 31, 2013

To, The Members of Synthiko Foils Limited

The Directors have great pleasure in presenting 28th Annual Report along with the Audited Balance sheet and Profit and Loss Account for the year ended March 31, 2013.

1. Financial results:

Particulars Year ended on Year ended on 31-03-2013 31-03-2012 Amount in Rs. Amount in Rs.

Total Income 133,098,242 136,200,881

Depreciation 1,644,443 1,459,196

Net Profit/(Loss] before Tax 2,402,417 3,895,001

Less: Provision for Taxation 738,868 1,005,054

Net Profit/(Loss] after Tax 1,663,550 2,889,947

2. Performance review:

In the current financial year, your Company reported Turnover of Rs. 127,987,647/- (Rupees twelve crore seventy nine lacs eighty seven thousand six hundred and forty seven only) as against Rs. 129,256,894/- (Rupees twelve crore ninety two lacs fifty six thousand eight hundred and ninety four only) in the financial year 2011-12. Due to decline in sales, your Company reported lower profit in comparison to the previous year. After making necessary provisions, the net profit after tax for the financial year 2012-13 stood at Rs. 1,663,550 (Rupees sixteen lacs sixty three thousand five hundred and fifty only) as against Rs. 2,889,947/- (Rupees twenty eight lacs eighty nine thousand nine hundred forty seven only) in the financial year 2011-12.

3. Dividend:

In view of financial position of the Company, your Directors do not recommend any dividend for the year 2012-2013.

4. Directors:

Mr. Dilip D. Punjabi, Director of the Company, retires by rotation and being eligible offered himself for re-appointment. The Members are requested to re-appoint him in the ensuing Annual General Meeting.

5. Fixed deposits:

The Company has not accepted public deposits within the meaning of section 58A of the Companies Act, 1956 and rules framed there under.

6. Subsidiaries:

Since the Company has no subsidiary, provisions of section 212 of the Companies Act, 1956 does not apply to the Company.

7. Auditors:

M/s. Arvind & Company, Chartered Accountants, and statutory auditors of your company hold office until the conclusion of the forthcoming Annual General Meeting and have signified their willingness to be re-appointed and have further confirmed that their appointment if made shall be within the limits specified under Section 224 (IB) of the Companies Act, 1956.

In view of the above members are requested to re-appoint M/s. Arvind & Company as statutory auditors from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting.

8. Auditors'' report:

The Auditors'' Report states that the company has given guarantee for loans taken by firm in which company is a partner from banks.

9. Particulars of employees:

There were no- employees who were in receipt of the remuneration in excess of the limits as set out in the provisions of section 217(2A) of the Companies Act, 1956 and rules made thereunder.

10. Particulars of conservation of energy technology absorption:

Further, the details of total energy consumption and energy consumption per unit of production in the prescribed format under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed as Annexure A to this report.

11. Foreign exchange earnings and outgoings:

The details of the foreign exchange transactions are given below:



(In Rupees)

Particulars 2012-2013 2011-2012

Total Foreign Exchange Earned 4,881,000 NIL

Total Foreign Exchange Used 62,952,000 45,936,000

12. Corporate governance report:

The corporate governance code is mandatory for the listed company having paid-up capital of Rs. 3,00,00,000/- (Rupees Three Crores) or more. Since the paid up capital of the Company as on March 31, 2013 is Rs. 85,71,000/- (Rupees Eighty Five Lacs Seventy One Thousand only) i.e. below the aforesaid limit, the Corporate Governance code is not mandatory to the Company.

13. Compliance certificate:

Compliance Certificate as required under Section 383A of the Companies Act, 1956 prepared and issued by HS Associates, Company Secretaries in Practice is annexed to this report as Annexure B.

14. Directors responsibility statement:

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

15. Stock exchange requirements:

Being listed at BSE Limited, your company has paid listing fees till March, 2014.

16. Acknowledgement:

Your Directors take this opportunity to place on record, gratitude for corporation and support received from their Banker, various departments and agencies of Central and State Government and dedication and commitment of the staff at all levels.

For and on behalf of the Board



Sd/-

Ramesh Dadhia

Chairman & Managing Director

Place: Jawhar

Date: May 30, 2013

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Mar 31, 2012

The Directors have great pleasure in presenting 27th Annual Report along with the Audited Balance sheet and Profit and Loss Account for the year ended March 31, 2012.

1. FINANCIAL RESULTS:

Particulars Year ended on Year ended on 31-03-2012 31-03-2011 Amount in Rs. Amount in Rs.

Total Income 136,200,881 100,833,594

Depreciation 1,459,196 1,186,273

Net Profit/(Loss) before Tax 3,895,001 3,123,912

Less: Provision for Taxation 1,005,054 561,600

Net Profit/(Loss) after Tax 2,889,947 2,460,184

Balance b/f from Previous Year 7,397,117 4,936,932

Balance c/f to Balance Sheet 10,287,065 7,397,117

2. PERFOMANCE REVIEW:

In the current financial year, your Company reported Turnover of Rs. 129,256,894/- (Rupees Twelve Crore Ninety Two Lacs Fifty Six Thousand Eight Hundred and Ninety Four only) as against Rs. 9,15,91,529/- (Rupees Nine Crore Fifteen Lacs Ninety One Thousand Five Hundred Twenty Nine only) in the financial year 2010-11. Due to increase in sales, your Company reported higher profit in comparison to the previous year. After making necessary provisions, the net profit after tax for the financial year 2011-12 stood at Rs. 2,889,947 (Rupees Twenty Eight Lacs Eighty Nine Thousand Nine Hundred Forty Seven Only) as against Rs. 24,60,184/- (Rupees Twenty Four Lacs Sixty Thousand One Hundred Eighty Four only) in the financial year 2010-11.

3. DIVIDEND:

In view of financial position of the Company, your Directors do not recommend any dividend for the year 2011-2012.

4. DIRECTORS:

Mr. Dilip D. Punjabi, Director of the Company, retires by rotation and being eligible offered himself for re-appointment. The Members are requested to re-appoint him in the ensuing Annual General Meeting.

5. FIXED DEPOSITS:

The Company has not accepted public deposits within the meaning of section 58A of the Companies Act, 1956 and rules framed there under.

6. SUBSIDIARIES:

Since the Company has no subsidiary, provisions of section 212 of the Companies Act, 1956 does not apply to the Company.

7. AUDITORS:

M/s. Arvind & Company, Chartered Accountants, and statutory auditors of your company hold office until the conclusion of the forthcoming Annual General Meeting and have signified their willingness to be re-appointed and have further confirmed that their appointment if made shall be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

In view of the above members are requested to re-appoint M/s. Arvind & Company as statutory auditors from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting.

8. PARTICULARS OF EMPLOYEES:

There were no employees who were in receipt of the remuneration in excess of the limits as set out in the provisions of section 217(2A) of the Companies Act, 1956 and rules made thereunder.

9. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

Further, the details of total energy consumption and energy consumption per unit of production in the prescribed format under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed as Annexure A to this report.

10. FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

The details of the foreign exchange transactions are given below:

(Rupees in Lacs)

Particulars 2011-2012 2010-2011

Total Foreign Exchange Earned Nil Nil

Total Foreign Exchange Used 459.36 272.99

11. CORPORATE GOVERNANCE REPORT:

The corporate governance code is mandatory for the listed company having paid-up capital of Rs. 3,00,00,000/- (Rupees Three Crores) or more. Since the paid up capital of the Company as on March 31, 2012 is Rs. 85,71,000/- (Rupees Eighty Five Lacs Seventy One Thousand only) i.e. below the aforesaid limit, the Corporate Governance code is not mandatory to the Company.

12. COMPLIANCE CERTIFICATE:

Compliance Certificate as required under Section 383A of the Companies Act, 1956 prepared and issued by HS Associates, Company Secretaries in Practice is annexed to this report as Annexure B.

13. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the financial year and of the Profit or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

14. STOCK EXCHANGE REQUIREMENTS:

Being listed at The Bombay Stock Exchange Limited, your company has paid listing fees till March, 2013.

15. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record, gratitude for corporation and support received from their Banker, various departments and agencies of Central and State Government and dedication and commitment of the staff at all levels.

ON BEHALF OF THE BOARD

FOR SYNTHIKO FOILS LIMITED

SD/-

RAMESH DADHIA

CHAIRMAN & MANAGING DIRECTOR

PLACE: JAWHAR

DATE: AUGUST 30, 2012

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Mar 31, 2011

TO THE MEMBERS OF SYNTHIKO FOILS LIMITED

The Directors have great pleasure in presenting 26th Annual Report along with the Audited Balance sheet and Profit and Loss Account, for the year ended March 31, 2011.

1. FINANCIAL RESULTS:

Particulars Year ended on Year ended on 31-03-2011 31-03-2010 Amount in Rs. Amount in Rs.

Total Income 10,08,33,594 8,74,58,670

Depreciation 11,86,273 10,74,986

Net Profit/(Loss) before Tax 31,23,912 22,83,616

Less: Provision for Taxation 5,61,600 3,75,000

Net Profit/(Loss) after Tax 24,60,184 18,18,203

Balance b/f from Previous Year 49,36,932 31,18,729

Balance c/f to Balance Sheet 73,97,116 49,36,932

2. PERFOMANCE REVIEW:

In the current financial year, your Company reported Turnover of Rs. 9,15,91,529/- (Rupees Nine Crore Fifteen Lacs Ninety One Thousand Five Hundred Twenty Nine only) as against Rs. 7,71,82,619/- (Rupees Seven Crores Seventy One Lacs Eighty Two Thousand Six Hundred Nineteen only) in the financial year 2009-10. Due to increase in sales, your Company reported higher profit in comparison to the previous year. After making necessary provisions, the net profit after tax for the financial year 2010-11 stood at Rs. 24,60,184/- (Rupees Twenty Four Lacs Sixty Thousand One Hundred Eighty Four only) as against Rs. 18,18,203/- (Rupees Eighteen Lacs Eighteen Thousand Two Hundred Three only) in the financial year 2009-10.

3. DIVIDEND:

In view of financial position of the Company, your Directors did not recommend any dividend for the year 2010-2011.

4. DIRECTORS:

Mr. Dilip D. Punjabi, Director of the Company, retires by rotation and being eligible offered himself for re-appointment. The Members are requested to re-appoint him in the ensuing Annual General Meeting.

Mr. Sunil Bang has resigned as Director of the Company with effect from April 1, 2011; board thanked him for providing valuable service during his tenure.

5. FIXED DEPOSITS:

The Company has not accepted public deposits within the meaning of section 58A of the Companies Act, 1956 and rules framed there under.

6. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 do not apply to the Company.

7. AUDITORS:

M/s. Arvind & Company, Chartered Accountants, and statutory auditors of your company hold office until the conclusion of the forthcoming Annual General Meeting and have signified their willingness to be re-appointed and have further confirmed that their appointment if made shall be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

In view of the above members are requested to re-appoint M/s. Arvind & Company as statutory auditors from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting.

8. SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 1,00,00,000/- (Rupees One Crore only) divided into 10,00,000 (Ten Lacs) equity shares of Rs.10/- each.

The Issued & Subscribed share capital of the Company is Rs. 87,00,000/- (Rupees Eighty Seven Lacs only) divided into 8,70,000 of Rs. 10/- each and the Paid up capital of the Company is Rs. 85,71,000/- (Rupees Eighty Five Lacs Seventy One Thousand only) and balance Rs. 1,29,000/- (Rupees One Lac Twenty Nine Thousand only) are calls in arrears.

9. PARTICULARS OF EMPLOYEES:

There were no employees who were in receipt of the remuneration in excess of the limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and amendment thereto.

10. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION: The Company is taking optimum effort to conserve the energy and technology absorption.

Further, the details of total energy consumption and energy consumption per unit of production in the prescribed format under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is enclosed as Annexure A to this report.

14. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the financial year and of the Profit or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

15. LISTING

The trading in shares was suspended w.e.f.18th February, 2002 due to non compliances of certain clauses of listing agreement. However, the Company has taken all necessary steps to comply with the necessary compliances and with effect from September 1, 2010 the trading in shares of the Company has been resumed by the Bombay Stock Exchange.

16. STOCK EXCHANGE REQUIREMENTS:

Being listed at The Bombay Stock Exchange Limited, your company has paid listing fees till March, 2012.

17. ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the Shareholders, Bankers, Government authorities, and other business associates. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

ON BEHALF OF THE BOARD FOR SYNTHIKO FOILS LIMITED

Sd/- RAMESH DADHIA CHAIRMAN & MANAGING DIRECTOR PLACE: JAWHAR

DATE: AUGUST 29, 2011

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Mar 31, 2010

To The Members OF SYNTHIKO FOILS LIMITED.

The Directors have great pleasure in presenting 25th Annual Report along with the Audited Balance Sheet and Profit & Loss Account, for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

Particulars Year ended on Year ended on 31-03-2010 31-03-2009

Total Income 8,74,58,669 8,16,01,423

Depreciation 10,74,986 10,32,808

Net Profit/(Loss) before Tax 22,83,617 15,00,685

Less: Provision for Taxation 3,75,000 2,65,000

Provision for FBT NIL 35,000

(Excess)/Short provision of FBT 82,760 (17,414)

Earlier year TDS w/off Interim & Final Dividend Dividend Tax paid

Net Profit/(Loss) after Tax 18,18,203 12,18,098

Balance b/f from Previous Year 31,18,729 19,00,631

Balance available for Appropriation

Balance c/f to Balance Sheet 49,36,932 3,118,730

2. DIVIDEND

In view of financial position of the Company, your Directors did not recommend any dividend for the year under review.

3. DIRECTORS

During the year Mr. Dilip D. Punjabi, Director who is retiring by rotation but being eligible offer himself for re-appointment.

4. CORPORATE GOVERNANCE

The Board had implemented Corporate Governance Code in pursuance of Clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from HS Associates, Practicing Company Secretary, on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report (Annexure-1).

5. AUDITORS

M/s. Arvind & Co., Chartered Accountants, Mumbai Auditor of the Company, retires at the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

6. COMPLIANCE CERTIFICATE

Compliance Certificate as required under Section 383A of the Companies Act, 1956 prepared and issued by HS Associates, Company Secretaries in Practice, is annexed hereto (Annexure-2).

7. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the financial year and of the Profit or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

8. DEPOSITS

During the year under review, the Company has neither accepted nor invited any Public deposits and hence the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 are not attracted and the information relating thereto is nil.

9. PARTICULARS OF EMPLOYEES

There were no employees who were in receipt of the remuneration in excess of the limits as set out in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

10. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES ACT, 1956 READ WITH DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS RULES, 1988.

A. Power & Fuel consumption

Sr. Particulars Current year Previous year

No.

1. Electricity

a) Purchased

Unit 94541 68771

Total Amount 645649 Rs.4,14,610/-

Rate/Unit 6.83 6.02

b) Own Generation

(i) Through diesel generator

Units 15585.33 28829.72

Units per ltr. of diesel oil 559560.06 Rs. 10,77,118/-

Cost/unit 35.90 37.36

(ii) Through fuel

Units 34382 54,609

Units per ltr. Of fuel oil/gas 11,14,439 Rs. 15,76,019/-

Cost/unit 32.41 28.26

11. SUBSIDIARIES

Since the Company has no subsidiaries, hence provision of Section 212 of the Companies Act, 1956 is not applicable.

12. LISTING

The Company's shares were listed at the Bombay Stock Exchange, Mumbai however the trading in the shares were suspended w.e.f.18th February, 2002 due to non compliances of certain clauses of listing agreement. However, the Company has taken all necessary steps to comply with the necessary compliances and is in the process of revocation of suspension.

13. ACKNOWLEDGEMENTS

Your Company and its Directors wish to sincerely thank all the customers and commercial banks for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company. Your Directors sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co- operation extended by them.

On behalf of the Board FOR SYNTHIKO FOILS LIMITED

Sd/- RAMESH DADHIA CHAIRMAN & DIRECTOR Place: Thane DATED: 31st August,2010

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Mar 31, 2009

The Directors have great pleasure in presenting 24th Annual Report along with the Audited Balance Sheet and Profit & Loss Account, for the year ended 31st March, 2009.

1. FINANCIAL RESULTS

(Rs. In 000)

Particulars Year ended Year ended on 31-03-2009 on 31-03-2008

Total Income 81601.42 56259.73

Depreciation 1032.81 1014.95

Net ProfhV(Loss) before Tax 1500.68 1538.82

Less: Provision for Taxation 265.00 200.00

Provision for FBT 35.00 30.00

(Excess)/Short provision of FBT (17.41) 2.60

Earlier year TDS w/off -- --

Interim & Final Dividend -- --

Dividend Tax paid -- --

Net Profit/(Loss) after Tax 1218.10 1311.43

Balance b/f from Previous Year 1900.63 589.20

Balance available for Appropriation -- --

Balance c/f to Balance Sheet 3117.73 1900.63

2. DIVIDEND

In view of financial position of the Company, your Directors did not recommend any dividend for the year under review.

3. DIRECTORS

During the year Mr. Sunil Kimar Bang, Director who is retiring by rotation but being eligible offer himself for re-appointment.

Under review, Mr.Ramesh Dadhia was appointed as Managing Director and Mr.Bhavesh Dadhia was appointed as Whole Time Director w.e.f. 1 st September, 2009 during the year.

Hence you are requested to appoint/re-appoint themselves in the forthcoming Annual General Meeting of the Company.

4. CORPORATE GOVERNANCE

The Board had implemented Corporate Governance Code in pursuance of Clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from Arvind & Co., Chartered Accountants, on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report (Annexure-A).

5. AUDITORS

M/s. Arvind & Co., Chartered Accountants, Mumbai Auditor of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

6. COMPLIANCE CERTIFICATE

Compliance Certificate as required under Section 383 Aof the Companies Act, 1956 prepared and issued by HS Associates, Company Secretaries in Practice, is annexed hereto (Annexure-B).

7. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirm:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the financial year and of the Profit or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

8. DEPOSITS

During the year under review the Company has neither accepted nor invited any Public deposits and hence the provisions of Section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 are not attracted and the information relating thereto is nil.

9. PARTICULARS OF EMPLOYEE

There were no employees who were in receipt of the remuneration in excess of the limits as set out in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

10. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

During the year company had consumed 68771 No of units of Rs.6.02 each aggregating to Rs.4,14,610/ - previous year the company has consumed 51881 No. of Units of Rs.4.90 each aggregating to Rs.2,52,827/-.

Also the Company had consumed fuel (LDO) 54,609 No. of Units of rs.28.86 each aggregating to Rs. 15,76,019/- previous year the company had consumed fuel (LDO) 52,376 No. of Units of Rs.25.03 each aggregating to Rs. 13,10,970/-.

Also the Company had consumed Diesel (for generator) 28829.72 No. of Units of Rs.37.36 each aggregating to Rs. 10,77,118/- previous year the company had consumed Diesel (for Generator) 8154.40 No. of Units of 35.85 each aggregating to Rs.2,92,331/-.

11. SUBSIDIARIES

Since the Company has no subsidiaries, hence provision of Section 212 of the Companies Act, 1956 is not applicable.

12. LISTING

Companys shares were listed at the Bombay Stock Exchange, Mumbai however the trading in the shares were suspended w.e.f.lS111 February, 2002 due to non compliances of certain clauses of listing agreement. The company is complied with the necessary compliances and is in the process of revocation of suspension.

13. ACKNOWLEDGEMENTS

Your Company and its Directors wish to sincerely thank all the customers and commercial banks for their continuing support and co-operation.

Our Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company. Your Directors sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

On behalf of the Board For SYNTHIKO FOILS LIMITED

Sd/-

RAMESH DADHIA (CHAIRMAN & DIRECTOR) Place: Jawhar DATED: 31.08.2009

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Mar 31, 2005

The Directors have pleasure in presenting their 20lh Annual Report for the year ended 31st March, 2005.

1. FINANCIAL RESULTS: (Amt. In Rs.)

PARTICULARS Year ended Year ended 2005 2004

Total Income 1,88,37,695 1,34,96,944.39

Add/Less: Depreciation (Net) 6,26,903.00 6,07,895.00

Profit/(Loss) before Taxation 5,33,848.51 67,579.77

Less: Provision for Taxation Income Tax 0.00 7,500.00

Deferred Tax (14,183.00) (18,953.00)

Add: Prior year Adjustments Nil Nil

Net Profit/(Loss) transferred to Balance Sheet Nil Nil

Balance Brought forward from previous year (24,41,989.76) (23,37,439.53)

Balance carried forward to Balance Sheet (20,38,691.25) (22,96,312.76)

2. DIVIDEND:

In view of insufficient profit earned during the year, no dividend is recommended.

3. FIXED DEPOSITS:

Our company has not accepted any deposits from the public.

4. DIRECTORS:

During the year there is no changes among the Directorship of the Company.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2A) of the Companies (Amendment) Act, 2000, the Directors confirm that:

i) In the preparation of Annual Accounts for the Financial year ended 3 lsl March, 2005 the applicable Accounting Standards have been followed.

ii) Appropriate Accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31s1 March, 2005 and loss of the Company for the year ended on that date.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

6. AUDITORS:

M/s. Arvind & Company, Chartered Accountants, Mumbat will cease to hold their office at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

7. PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 regarding particulars of employees is not given since the company did not have any employee drawing remuneratiork in excess of the limits prescribed by the said section.

8. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

9. COMPLIANCE CERTIFICATE:

As required under provision of Sub-Section (1) of section 383A of the Companies Act, the Board appointed M/s. H. Shetye Associates, Company Secretaries to carry out the examination of records and issue the Compliance Certificate as required under Companies (Compliance Certificate) Rules 2001. Copy of the Certificate is attached.

10. CORPORATE GOVERNANCE CODE:

The Board had implemented Corporate Governance Code in pursuance of clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report.

11. LISTING :

Companys shares were listed at Mumbai Stock Exchange however the trading in the shares were suspended w.e.f. 18* February, 2002 due to non compliances of certain clauses of listing agreement. The company is in the process of complying the same and revoking the suspension.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

During the year the company had consumed 42470 No. of units of Rs.4.25 each aggregating to Rs. 1.80,497.00. Previous year the company had consumed 33,873 No. of units of Rs.3.84 each aggregating to Rs. 1,30.069.25.

Also, the company had consumed fuel [LDO] consumed 24368 No. of r.nits of Rs. 18.85 each aggregating toRs.4,59,461.00

Total Foreign Exchange spent by the Company is Rs.Nil. Total Foreign Exchange earned by the company is Rs. 20,40,030/-.

13. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciations of the whole-hearted co-operation received from the Banks and various government Authorities and Companys staff and workers.

ON BEHALF OF THE BOARD FOR SYNTHIKO FOILS LIMITED

PLACE: Mumbai DATED: 30th June, 2005 Sd/-

RAMESH DADHIA

(CHAIRMAN CUM EXECUTIVE DIRECTOR)