The Directors have pleasure in presenting the 31st Annual Report 
 together with the audited accounts of the Company for the
 financial year ended 31st March, 1997.
 
 FINANCIAL RESULTS
 
                                               (Rs. in lacs)
                                    Year ended           Year ended
                                     31.03.97             31.03.96
 
 Profit (before Financial Charges 
   & Depreciation)                    384.94               275.60
 Less Financial Charges               175.66                91.26
 Less Depreciation                     99.05                45.15
 PROFIT BEFORE TAXATION & 
   EXTRAORDINARY ITEM                 110.23               139.19
 Less Provision for taxation           14.25
 PROFIT AFTER TAX                      95.98               139.19
 Less Extraordinary Item                 -                 176.50
 Profit (Loss) for the year            95.98               (37.31)
 Add Prior Period Adjustments           5.10                10.81
 Add Balance as per last 
   Balance Sheet                      131.17               157.67
 PROFIT AVAILABLE FOR APPROPRIATIONS  232.25               131.17
 RESERVES                            1214.98              1127.17
 
 OPERATIONS
 
 The commercial production of Laminated Safety Windshieled Glasses was
 commenced in March 1996 and has been well accepted by the market
 including Original Equipment Manufacturers (QEMs).
 
 The Company has been able to achieve turnover of Rs.1023.48 Lacs by
 supplies to OEMs during the year under review. Encouraging response has
 been received from OEMs for company's Products and regular orders are
 being received from OEMs like Bajaj Auto, Bajaj Tempo, Hindustan Motors,
 Ashok Leyland, Eicher, Swara Mazda, Premier Automobiles and PAL Peugeot
 etc. Total Turnover of the Company was Rs.3217 Lacs; a growth of 59% as
 compared to previous year Turnover of Rs.2019 Lacs. The Cash profit of
 the Company also improved by 14% to Rs.209.28 Lacs, as compared to
 Rs.184.34 Lacs of previous year.
 
 FUTURE
 
 Growth in automobile Industry has shown some signs of slowing down
 during the previous 4 months but with the launching of new models by
 existing automobile manufacturers and selling up of manufacturing
 facilities by Multinational Corporations, the growth in the Industry
 has been revived. The Directors hope to maintain the growth in
 turnover at the same rates achieved in the year 1996-97. The Production
 of vehicles is estimated to touch 10,00,000 Nos. by the end of year
 2000.
 
 DIVIDEND
 
 The Directors express their inability to recommend any dividend for
 the year and the profits of the Company are recommended to be ploughed
 back for future.
 
 FIXED DEPOSITS
 
 The Company has not accepted any fixed deposits within the meaning of
 Section 58A of the Companies Act, 1956 and the Rules made thereunder.
 
 DIRECTORS
 
 Mr.Jacques Aschenbroich, Mr. Anand Mahajan & Mr. M.S. Gujral, Directors
 retire by rotation at the conclusion of this Annual General Meeting and
 being eligible, offer themselves for reappointment. In its meeting held
 on 20th August, 1997, Board of Directors has inducted Mr. B. Santhanam
 as an Additional Director, Notice under Section 257 of the Companies
 Act, 1956 has been received from a member proposing the appointment of
 Mr. Santhanam as a Director at the ensuing Annual General Meeting.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The information in accordance with the provisions of Section 217(1 )(e)
 of the Companies Act, 1956 read with the Companies (Disclosure of
 particulars in the report of Board of Directors) Rules, 1988 is given
 in Addendum to this report.
 
 PERSONNEL
 
 Section 217(2A) of the Companies Act, 1956 read with Companies
 (Particulars of Employees) Rules, 1975 is not applicable to the
 Company, as none of the employees is getting remuneration above the
 prescribed limit.  The Company continues to maintain cordial relations
 with Workers and Employees of the Company.
 
 APPRECIATION
 
 The Directors wish to place on record their sense of appreciation for
 the continued support of the shareholders and devoted services rendered
 by the executives, staff and workers of the Company. The Directors
 also acknowledge with gratitude the cooperation and assistance given by
 ICICI Societe Generale, Standard Chartered Bank, Foreign Collaborators
 and look forward to their continued support.
 
 A. CONSERVATION OF ENERGY
 
 a) Energy Conservation measures taken:
 
 i) In Generators with higher capacity, old radiator system has been
 replaced with very efficient new cooling tower generating more power
 with the same fuel consumption.
 
 ii) Two Batch type furnaces have been equipped with automatic switch on
 device with time control system which has effected 15% to 20% of power
 saving.
 
 iii) Mirror line heating chamber has been modified and heat load of 300
 KW has been brought down to 250 KW with the same efficiency and better
 results by introducing 100% Intra-Red heating system (IR) as against
 old conventional heating system.
 
 b) Additional investments and proposals, if any, being implemented for
 reduction of consumption of energy:
 
 Nil
 
 c) Impact of the measures taken at (a) and (b) above for reduction of
 energy consumption and consequent impact on the cost of production of
 goods.
 
 Estimated annual savings of Rs. 8 Lacs is expected to accrue on
 implementation of above.
 
 d) Total energy consumption and energy consumption per unit of
 production as per Form A of the Annexure in respect of industries
 specified in the schedule thereto: Please refer Form A.
 
 B. TECHNOLOGY ABSORPTION
 
 e) Efforts made in technology absorption as per Form B of the Annexure.
 Please refer Form B.
 
 C. FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 (a) The Company is now exporting its products viz. Mirrors, Laminated
 Safety Glasses and Bevelled Panels to various new countries viz. South
 Africa, Australia, Israel, U.S.A; Mauritius, Sri Lanka and Gulf
 
 D. TOTAL FOREIGN EXCHANGE USED AND EARNED
 
 Used   Rs.308.89 Lacs     Earned   Rs.42.76 Lacs
 
 RESEARCH & DEVELOPMENT (R&D)
 
 1. Specific areas in which R&D carried out by the company.
 
 Sound Absorbed Architectural Laminated Glass- Splinter Bullet Proof
 Glass-Double glazed sound insulated glass- Mirror-Tempered Glass.
 
 2. Benefits derived as a result of the above R&D.
 
 Improvement in quality.  Reduction in Costs.  Expansion of Product
 Range.
 
 3. Future plans of action.
 
 a) Upgradation of laboratory facilities to achieve certified approval
 for automotive glass export.
 
 4. Expenditure on R&D
 
 a) Capital                  No separate records for
 b) Recurring                R&D are maintained &
 c) Total                    recurring expenditure is
 d) Total R&D expenditure     merged with various other
    as a percentage of 
    total turnover heads 
    of accounts
 
 TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
 
 1. Efforts made towards technology absorption, adaptation and
 innovation.
 
 (i) Argon gas filled insulating glass units have been developed. Now we
 are in a position to supply Insulating Glass Units with dry air as well
 as with argon gas filled. This has resulted in improved properties in
 heat insulation and sound insulation.
 
 (ii) New Quality of Mirror has been introduced with two coats of mirror
 backing paint with one base coat and another top coat both being of
 different materials.
 
 (iii) New Quality Control Equipments have been imported to further keep
 a constant check on Quality Standards.
 
 2. Benefits derived as a result of the above efforts.
 
 -  Production capacities largely enhanced.
 -  Superior quality products produced.
 -  Product range enhanced.
 
 3. In case of imported technology (imported during the last 5 years
 reckoned from the beginning of the financial year) following
 information may be furnished:
   
 a) Technology imported                                N.A.
 b) Year of Import                                     N.A.
 c) Has Technology been fully absorbed
 d) If not fully absorbed, areas where this has not 
    taken place,   reasons therefore and future
    Plans of action                                     N.A