Directors Report of Suryodaya Plastics Ltd.

Mar 31, 2011

The Members

The Directors present their Twenty Third Annual Report with Audited Statement of Accounts of your Company for the year ended 31 st March, 2011

Financial Results for the year are summarized as under:

(Rs. in lacs)

31.03.2011 31.03.2010

Sales/Other Income - 100.36*

Profit/ (Loss) before Interest & (1.51) 98.62 Depreciation

Interest & Financial Charges - -

Depreciation - 24.56

Profit/(Loss) for the year (1.51) 74.06

* Other income of Rs 100.36 is on account of profit on sale of fixed assets of the Company The Company has sold its.Fixed Assets during the financial year ended 31.3.2010 after obtaining necessary approvals for the same.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company is exploring the new opportunities in the near future .Since there is no production and the company has sold its fixed assets, it is not possible to attach a detailed management discussion and analysis.

DIVIDEND

In view of the accumulated losses, your Directors regret their inability to propose any dividend.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules, 1975, during the year under review.

CORPORATE GOVERNANCE

A report on Corporate Governance, as required by the Listing Agreement, is attached herewith. A certificate from the Statutory Auditors on the compliance of the conditions of Corporate Governance has been obtained and the copy of the same is enclosed herewith.

PARTICULARS OF EMPLOYEES AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Particulars of employees in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended are not given, as presently the Company has no employees.

DIRECTORS

Shri Tushar Mishra retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

BOARD COMMITTEES

In order to ensure compliance with the applicable provisions of the Companies Act, 1956 as well as the provisions of the Listing Agreement, the Board has constituted an Audit Committee and Shareholders/Investor's Grievances Committee. Details of the Committees are given in the Corporate Governance Report which is annexed hereto.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i) That in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

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

iv) That the Directors had prepared the accounts for the financial year ended 31 st March, 2011 on a "going concern" basis.

AUDITORS

M/s. Raman S. Shah & Associates, Chartered Accountants, Mumbai, Auditors of the Company hold office uplo conclusion of ensuing Annual General Meeting. The Directors recommend their re-appointment as Statutory Auditors of the Company.

AUDITORS REPORT

Regarding the comments of the Auditor , that the going concern status of the company is affected, as the Board of Directors have already submitted in the director report for the financial year ended 31 st March 2010 :-

1. The Board of Directors, in the best interest of the Company, after taking necessary approvals, have disposed of the assets at the factory unit including the land and building and utilized the realized funds for settling the OTS dues of IDBI/SASF and to pay off the other liabilities.

2. The sale of the fixed assets was the best option available to the Company for making itself debt free , reducing the recurring fixed costs and also to reduce the further losses.

3. The Board of Directors propose to continue the Company and explore the possibilities for new opportunities in the future.

CONVERSATION OF ENERGY AND TECHNOLOGY ABSORPTION, RESEARCH AND DEVLEOPMENT

(i) Conservation of Energy and Technology Absorption: Adequate measures have been taken to avoid wastage of energy. The requirement of disclosure in respect of conservation of energy is not applicable to the Company since the company has no production.

(iii) Foreign Exchange Earnings and Outgo: NIL

DEMATERIALISATION OF SHARES

The Directors wish to inform the members that the trading in the shares of Suryodaya Plastics Ltd. is being done in dematerialized form w.e.f. 30.10.2000 as per SEBI Circular SMDRP/POLICY/CIR-23/2000 dated 29/05/2000. ISIN number of the Company in NSDL and CDSL is INE 998 B01015.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the co-operation and assistance received from Industrial Development Bank of India and State Industries Promotion Corporation of Tamil Nadu Ltd. during the year under review.

For and on behalf of the Board

KAMAL PARIHAR TUSHAR MISHRA Director Director

Place : Gummidipoondi Dated : 31st May, 2011

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Mar 31, 2010

The Directors present their Twenty Second Annual Report with Audited Statement of Accounts of your Company for the year ended 31st March, 2010

Financial Results for the year are summarized as under;

(Rs. in lacs)

31.03.20101 31.03.2009

Sales/Other Income 100.36* -

Profit/ (Loss) before Interest & Depreciation 98.62 (2.28)

Interest & Financial Charges - 0.01

Depreciation 24.56 49.14

Profit/(Loss) for the year 74.06 (51.43)

* Other income of Rs 100.36 is on account of profit on sale of fixed assets of the Company .The Company has sold its Fixed Assets during the financial year ended 31.3.2010. The consent of the shareholders under Sec 293 (1)(a) of the Companies Act, 1956 has been obtained by the Company vide resolution passed by postal ballot on 26.6.2008.

MANAGEMENT DISCUSSION AND ANALYSIS

During the year, there was no production as the factory was closed. Hence it is not possible to attach a detailed management discussion and analysis report.

DIVIDEND

In view of the accumulated losses , your Directors regret their inability to propose any dividend.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules, 1975, during the year under review.

CORPORATE GOVERNANCE

A report on Corporate Governance, as required by the Listing Agreement, is attached herewith. A certificate from the Statutory Auditors on the compliance of the conditions of Corporate Governance has been obtained and the copy of the same is enclosed herewith.

PARTICULARS OF EMPLOYEES AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Particulars of employees in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended are not given, as the factory was closed during the year & presently has no employees .

DIRECTORS

Shri Suresh Sharma retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

BOARD COMMITTEES

In order to ensure compliance with the applicable provisions of the Companies Act, 1956 as well as the provisions of the Listing Agreement, the Board has constituted an Audit Committee and Shareholders/ Investors Grievances Committee. Details of the Committees are given in the Corporate Governance Report which is annexed hereto.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) That in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

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

iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a "going concern" basis.

AUDITORS

M/s. Raman S. Shah & Associates, Chartered Accountants, Mumbai, Auditors of the Company hold office up to conclusion of ensuing Annual General Meeting. The Directors recommend their re-appointment as Statutory Auditors of the Company.

AUDITORS REPORT

Regarding the comments of the Auditor , that the going concern status of the company is affected, the Board of Directors wish to submit as under:-

1. The Company had taken a foreign currency loan amounting to USD 7,93,150 (equivalent to Rs 250 lacs) from the erstwhile Industrial Development Bank of India (Presently Industrial Development Bank of India Limited (IDBI)) in the year 1995 for the purpose of operation / expansion projects of the Company.

2. The operations at the Gummidipoondi factory unit of the Company have been closed since the year 2002 . Due to the severe cash crunch and the closing down of the operations of the Company, it could not pay off its secured and unsecured creditors.

3. The Company started negotiations with the financial institution (IDBI) for restructuring of term loan and waiver of interest and other charges. This matter took a long time to settle and in the meanwhile the condition of the plant and equipment kept on deteriorating due to " non-use" over a long period of time.

4. During the previous year the Company , after lot of negotiations with IDBI / Stress Assets Stabilization Fund (SASF) , managed to successfully enter into OTS for satisfaction of the dues of IDBI .

5. The Board of Directors of your Company, after detailed deliberations, were of the view that it would be in the best interest of the Company to dispose of the assets at the factory unit including the land and building and to utilize the realized funds for settling the OTS dues of IDBI/SASF and to Pay off the other liabilities.

6. According the Company got the consent of the shareholders under Sec 293 (1 )(a) vide their resolution dtd 26.6.2008 passed by postal ballot.

7. The sale of the fixed assets was the best option available to the Company for making itself debt free , reducing the recurring fixed costs and also to reduce the further losses.

8. The Board of Directors propose to continue the Company and explore the possibilities for new opportunities in the future .

CONVERSATION OF ENERGY AND TECHNOLOGY ABSORPTION, RESEARCH AND DEVLEOPMENT

Information under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended March 31, 2010 are as under:

(i) Conservation of Energy : Adequate measures have been taken to avoid wastage of energy. The requirement of disclosure in respect of conservation of energy is not applicable to the Company.

(ii) Technology Absorption, Research and Development: The factory was closed during the year.

(iii) Foreign Exchange Earnings and Outgo : NIL

DEMATERIALISATION OF SHARES

The Directors wish to inform the members that the trading in the shares of Suryodaya Plastics Ltd. is being done in dematerialized form w.e.f. 30.10.2000 as per SEBI Circular SMDRP/POLICY/CIR-23/2000 dated 29/05/2000. ISIN number of the Company in NSDL and CDSL is INE 998 B01015.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the co-operation and assistance received from Industrial Development Bank of India and State Industries Promotion Corporation of Tamil Nadu Ltd. during the year under review.

For and on behalf of the Board

Place : Gummidipoondi KAMAL PARIHAR TUSHAR MISHRA

Dated : 28th May, 2010 Director Director