Adhunik Synthetics Ltd

To,

The Members,

ADHUNIK SYNTHETICS LIMITED

Yours' Directors have pleasure in presenting the 26th Annual Report and Audited Statement of Accounts for the year ended 31st March 2008.

FINANCIAL HIGHLIGHTS:

OPERATIONS:

The year under review resulted in the net profit of Rs. 625.62 lacs, after taking the relief from OTS amounting to Rs. 696.23 lacs as compared to net loss of Rs. 1097.97 lacs during the previous year. As was in earlier years, the manufacturing operations at Jalgaon unit were remained suspended and the weaving units were in operation mainly on job work basis due to shortage of working capital.

DIVIDEND

In view of losses, the Board is not recommending any dividend for the year ended 31^st March 2008.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Shri Pradeep Poddar retires by rotation and being eligible offer himself for re-appointment.

INSURANCE

Due to continuous financial difficulties, no assets of the company have been insured against the fire and other risks.

LISTING

The equity shares of the company are listed on Mumbai, Delhi, Kolkatta, Chennai and Ahemdabad Stock Exchanges. The annual listing fees have been paid till (a) 1997-98 for Kolkatta, Chennai and Ahemdabad Stock Exchanges (b) 1998-99 for Dehli Stock Exchange and (c) 2000-2001 for Mumbai Stock Exchange.

FIXED DEPOSITS

The company has accepted a deposit from a firm in which relatives of the directors are partner to settle the OTS amount of secured creditors however technically it is in contravention of provisions of section 58A of the Companies Act 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' responsibility statement, it is hereby confirmed:

i) That the preparation of accounts for the financial year ended 31^st March 2008, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

iii) That the Directors' have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the Directors' have prepared the accounts for the financial year ended 31^st March 2008 on a 'going concern' basis.

PROVISION OF SICA, 1985:

As reported in last year, in the hearing before BIFR on 6^th October 2004, direction were given to forward copies of orders / proceedings to the concerned High Court for further necessary action for winding up the company. The Honourable High Court, Mumbai issued notification to official liquidator for appointing him as provisional liquidator and the hearing before the liquidator is in process. The company, in view of OTS with secured creditors, is in the process of filing an appeal before the honourable High Court, Mumbai to give permission for sale of its fixed assets to clear the dues payable under OTS.

ACCUMULATED LIABILITIES

In respect of liabilities provided in the audited accounts further to add that pursuance to the heavy losses, the company suspended its yam manufacturing Works / functioning in its units / factories long back and in lieu of no improvement in the textile market but reactant slack down, it has closed down yarn manufacturing units / factories long back and approached to BIFR in the year 2000-2001 and subsequently BIFR declared the company sick industrial undertaking.

Therefore it is pertinent to say that the liabilities of the company towards all financial institution / banks, of its principles amounts, interest and compound interest along with rate inconceivable / untenable and can not be taken as the admitted liabilities but under scanner / scrutinisation / arbitrated / prima-facie and subject for the verdict of an appropriate Court of Law as per provision i.e. the liabilities stand as disputed / integrated.

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

Information pursuant to section 217(i) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is given here below: -

A. CONSERVATION OF ENERGY

As in the past, the company continues its efforts to improve methods of energy conservation and utilisation.

The information of power and fuel consumption and cost per unit of production is furnished in the prescribed form here below: -

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and Fuel Consumption

B. Consumption per unit of production.

B. TECHNOLOGY ABSORPTION:

The Company is doing research and development for improvement in shades of yarns and fabrics as routine activities.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

There is no foreign exchange earning during the year and foreign exchange outgo is Rs. Nil (Rs. Nil).

PARTICULARS OF EMPLOYEES :

Particulars of employees under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule 1975 are not attached with this report as no employee comes under the purview of these provisions.

AUDITORS:

M/s. R. S. Agrawal & Associates, Chartered Accountants, the Auditors of the Company are retiring at the forthcoming Annual General Meeting. The members are requested to appoint the auditors.

AUDITORS' REPORT:

The Auditors report is self-explanatory and hence do not require any clarification.

APPRECIATION:

The Board of Directors place on record their appreciation for the support and co-operation received from the Government, Bankers, IDBI, SI'COM, Dealers, Suppliers, Employees and you the shareholders.