The Directors submit herewith the 12th Annual Report of the Company,
 together with the Audited Statement of Accounts for the year ended 31st
 March, 2000.
 
 As reported by the Directors at the previous Annual Report, due to
 extraneous circumstances and reasons beyond the control of the
 Management, the manufacturing operations and activities of the Company
 have been suspended since April, 1996.
 
 The Financial Results attached herewith need, therefore, to be viewed
 in the light of this position.
 
 FINANCIAL RESULTS
 
 During the year under review, the company incurred a loss of Rs. 107.96
 Lac after providing for depreciation of Rs. 55.65 Lac.  In view of the
 loss incurred, no amount has been transferred to general reserve.
 
 DIVIDEND
 
 The Directors do not recommend any dividend for the year under review
 in view of the aforesaid financial results.
 
 PRESENT STATUS OF THE COMPANY.
 
 The Company has already discontinued its manufacturing operations and
 activities since April 1996.
 
 You all are aware that Union Bank of India, only bankers to the
 Company, have filed a civil suit at Bombay High Court of Recovery of
 their dues aggregating Rs. 512 Lac.  Subsequent to the arguments by the
 plaintiff and defendant (i.e the Company) and in view of the financial
 position of the Company, the court has appointed a Received on behalf
 of the Court.  The Receiver has taken possession of the factory at
 Khopoli on 13.7.98.  From the date of taking possession, the Receiver
 handed over the custody of Factory to the Company's Authorised
 Representation as Care Taker of the same.  Subsequently possession of
 th e factory was given back to the Court Receive and all properties of
 the company at present are in custody of Union Bank of India on behalf
 of the Receiver.
 
 The company has incurred losses during the period under review and
 accumulated losses as on 31.03.2000 standing at Rs. 826.97 lac have
 exceeded Company's net worth which is Rs.  810.66 lac By virtue of the
 erosion of net worth, the company comes within the ambit of section
 3(1)(0) of the Sick Industrial Companies (Special Provision) Act 1985
 (1 of 1986).
 
 DIRECTOR
 
 Mr.Shailesh P.Dalal retires by rotation and, being eligible, offer
 himself for re-appointment.
 
 Employee
 
 In view of what has been stated above, and the critical financial
 position of the company, most of our senior executive and other staff
 members have resigned, which has further affected the working of the
 Company including the administration and accounts/finance matters of
 the Company.
 
 The company had otherwise cordial relations with the employees.
 
 None of the employees of the Company received remuneration in excess of
 the limits prescribed under the provisions of section 217(2A) of the
 Companies Act, 1956 read with Companies (Particulars of Employees)
 Rules, 1975 as amended by the Companies (Particulars of Employees)
 (Amendment) Rules, 1990.
 
 AUDITORS
 
 M/s. R.N.Bhansali & Co. Chartered Accountants, retire at this Annual
 General Meeting and being eligible offer themselves for re-appointment.
 
 You are requested to appoint M/s R.N.Bhansali, Chartered Accountants,
 as Auditor for the current financial year and fix their remuneration.
 
 Requisite certificates under section 224 of the Companies Act 1956 form
 the said Auditor has been duly received.
 
 AUDITOR'S REPORT
 
 The Auditor's Report on the final accounts for the financial year under
 the review is self explanatory and requires no further elaboration.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo.
 
 Particulars pursuant to Section 217(1) 9(e) of the Companies Act, 1956
 read with the Companies (disclosure of Particulars in the Report of the
 Board of Directors) rules 1988 are as follows :
 
 A. Conservation of Energy
 
 The Company has taken sufficient measures for energy conservation
 commensurate with the size of the plant and nature of products.
 
 B. Technology Absorption
 
 Since during the year under review, the plant was not in operation, no
 Research and Development activities, Technology absorption, adaptation
 and innovation has been done.
 
 C. Foreign Exchange Earnings and outgo :
 
 Total Foreign Exchange earned :                    Nil
 
 Total Foreign Exchange used :                      Nil