The Directors are pleased to present the Fifteenth Annual Report
 together with Audited Statement of Accounts for the year ended 31st
 March, 2004.
 
 FINANCIAL RESULTS:
 
                                                          (Rs. in Lacs)
 
 Particulars                      For the Year ended  For the Year ended
                                          31.03.2004          31.03.2003     
 
 Sales and Other Income                     2,923.44            2,877.02
 Operating profit                             348.12              271.99
 Deduct : Interest & Financial Charges         93.35               90.44
 Depreciation                                  70.67               68.91
 Misc. Expenses written off                     7.42                9.89
 Operating Profit for the year                176.68              102.75
 Prior period Adjustments                      29.27                0.40
 (Loss)/Profit due to the Extra-Ordinary item      -             (26.44)
 Net Profit for the Year                      205.95               76.71
 
 DIVIDEND :
 
 With a view to conserve the financial resources, your Directors do not
 recommend any dividend for the year under review.
 
 OPERATIONAL REVIEW :
 
 During the year under review, the Company has achieved a total turn
 over of Rs. 2,923.44 Lacs (Previous Year Rs 2,877.02 Lacs),
 representing approximately 1.61% increase as compared to the previous
 year.  During the year under review, your Company has earned a profit
 of Rs. 205.95 Lacs (Previous Year profit of Rs. 76.71 Lacs). Increased
 profitability is due to well planned focused approach of the management
 of your Company.
 
 The Company is having two manufacturing facilities at Kadi and Halol.
 Your Company manufactures Sulfolane, Gloves, Soft Gelatin Capsules at
 Kadi and Plaster of Paris Bandages and Adhesive Tapes at Halol.
 
 The Company markets the premium range of Diagnostic products of Human
 Gmbh, Germany in India. The Diacon SBU of your Company has been able to
 enjoy a very good position in the Diagnostics market in India.
 
 DIRECTORS:
 
 Shri K. H. Kaji and Dr. R. M. Shah, Directors of the Company are liable
 to retire by rotation and being eligible, they have offered themselves
 for re-appointment The relevant proposals in this regard are submitted
 for your approval. Your Directors recommend the same for your approval.
 
 AUDITORS :
 
 M/s. Mukesh M. Shah & Company, Chartered Accountants, Ahmedabad, the
 auditors of the Company, hold office till conclusion of ensuing Annual
 General Meeting. The Company has received a letter from them to the
 effect that their appointment, if made, would be within the limits
 prescribed under Section 224 (1-B) of the Companies Act, 1956.
 Accordingly, they will be appointed as the Statutory Auditors of the
 Company at the ensuing Annual General Meeting.
 
 INSURANCE:
 
 All the properties of the Company have been adequately insured.
 
 FIXED DEPOSITS:
 
 During the year under review, the Company has not invited any deposit
 from the public.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 Information pursuant to 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 is given in the Annexure A and forms
 part of this report.
 
 PARTICULARS OF EMPLOYEES:
 
 Particulars of Employees as required under Section 217(2A) of the
 Companies Act, 1956, read with the Companies (Particulars of Employees)
 Rules, 1975, form part of this report. However, as per the provisions
 of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the
 Annual Accounts of your Company are sent to its shareholders excluding
 the Statement of Particulars of Employees.
 
 Any shareholder interested in obtaining a copy of this statement is
 welcome to communicate to the Secretary of your Company.
 
 CORPORATE GOVERNANCE :
 
 Pursuant to the Clause No. 49 of the Listing Agreement, the report on
 Corporate Governance is separately given herewith as per the Annexure
 B. The certificate of M/s. Mukesh M Shah & Co, Statutory Auditors of
 the Company regarding compliance of Corporate Governance Code is also
 enclosed herewith.
 
 RESPONSIBILITY STATEMENT :
 
 To the best of their knowledge and belief and according to the
 confirmation and explanations obtained by them, your Directors make the
 following statement in terms of Section 217(2AA) of the Companies Act,
 1956 :
 
 i. that in the preparation of the Annual Accounts for the year ended
 31st March, 2004, the applicable accounting standards have been
 followed along with proper explanations in case of material departures,
 
 ii. that such accounting policies as mentioned in Schedule 19 of the
 Annual Accounts have been applied consistently and judgments and
 estimates that are reasonable and prudent made so as to give a true and
 fair view of the state of affairs of the Company at the end of the
 financial year ending 31st March, 2004 and of the profit of the Company
 for that period,
 
 iii. that proper and sufficient care has been taken for maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding assets of the Company and for
 preventing and detecting fraud and other irregularities,
 
 iv. that the Annual Accounts of the Company for the year ended 31st
 March, 2004 have been prepared on a going concern basis.
 
 ACKNOWLEDGEMENT :
 
 The Directors take this opportunity to express their sincere thanks to
 the financial institutions, banks and the State and Central Government,
 suppliers, stockists, doctors and all categories of the consumers of
 the Company for their co-operation and assistance. They also record
 their appreciation of the contributions made by employees at all levels
 to the operations of the Company during the year under review. Last but
 not the least, your Directors wish to place on record their gratitude
 to the shareholders for evincing continued interest in the progress of
 the Company.
 
                                           FOR & ON BEHALF OF THE BOARD
                                      FOR CASIL HEALTH PRODUCTS LIMITED
 
 DATE : 29TH JUNE, 2004                                    (I. A. MODI)
 PLACE : AHMEDABAD                                             CHAIRMAN
 
 FORM - B
 
 (See Rule 2)
 
 TECHNOLOGY ABSORPTION :
 
 Efforts made in technology absorption as per Form - B are as detailed
 below :
 
 1. Specific areas in which R&D was carried out by the Company :
 
 * Quality improvement
 * Development of new products for export market
 * Import Substitution
 
 2. Benefits derived as a result of above R&D  :   
 
 * Minimisation of rejection/waste
 * Improvement in production quality and quantity
 * Production and export of Gloves
 
 3. Future plan of action  :   
 
 To take on hand further product development and also technology
 up-gradation
 
 4. Expenditure on R&D :             
 
 a). Capital                        : Rs. Nil
 b). Recurring                      : Rs. 3.95 Lacs
 c). Total                          : Rs. 3.95 Lacs
 d). Total R&D expense as a
     percentage of total turnover   : 0.14%
 
 TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION :
 
 1. Efforts in brief made towards technology absorption, adaptation and
 innovation :
 
 All the technology adapted by the Company have been developed in house
 and therefore, it was easier for the Company to absorb and adapt the
 same. The efforts are still made to improve the technology so absorbed
 and adapted by constant ongoing research and experimentation.
 
 2. Benefits derived as a result of above efforts   :   
 
 (1) Cost Reduction
 (2) Import Substitution
 (3) Product Improvement
 
 3. In case of imported technology    :   
    (imported during the last five        
    years reckoned from the             
    beginning of the financial year),      
    the following information may be     
    furnished                         :   Not applicable, since the
 a) Technology Imported                   Company has not imported
 b) Year of Import                        any technology till date.
 c) Has the technology fully         
    absorbed ?                      
 d) If not absorbed, reasons       
    therefore and future plan of      
    action                           :
 
 FOREIGN EXCHANGE EARNINGS AND OUT GO :
 
 1. Activities relating to exports, initiatives taken to increase
 exports, development of new export markets for products and services
 and export plans :
 
 New markets have been explored by the Company and efforts are still on
 to explore the possibilities of export of existing products as also the
 new products to be developed in near future.
 
 2. Total Foreign Exchange earned and used                 (Rs. in Lacs)
 
                                  For the year ended  For the year ended
                                          31.03.2004          31.03.2003
 
 (1) Foreign Exchange earnings on
     Export Sales (FOB)                       275.48              322.97
 (2) Foreign Exchange outgo (CIF)
     Raw Materials & Packing Materials          4.87                3.46
     Stores & Spare parts                       5.52                4.23
 (3) Expenditure in Foreign Currency
     Goods for Resale                         617.64              517.79
     Foreign Travel                             4.27                0.45
     Others                                     0.86               19.60
     Capital Goods                             42.23                   -