I have examined the registers, records, books and papers of M/S Eddy
 Current Controls (India) Limited, as required to be maintained under
 the Companies Act, 1956, (the Act) and the rules made there under and
 also the provisions contained in the Memorandum and Articles of
 Association of the Company for the financial year ended on 31st March,
 2003.
 
 In my opinion and to the best of my information and according to the
 examinations carried out by me and explanations furnished to me by the
 Company, its officers and agents, I certify that in respect of the
 aforesaid financial year:
 
 1. The Company has kept and maintained all registers as stated in
 Annexure `A to this certificate, as per the provisions and the rules
 made there under and all entries therein have been duly recorded.
 
 2. The Company has duly filed the forms and returns as stated in
 Annexure `B to this certificate, with the Registrar of Companies,
 Cochin, State of Kerala within the time prescribed under the Act and
 the rules made there under.
 
 3. The Company, being a public limited company, comments as per
 Sec.3(l) (iii) of the Act are not required.
 
 4. The Board of Directors duly met 6 (Six) times on
 10-05-2002,26-07-2002, 2-09-2002, 30-09-2002, 25-11-2002 and 14-01-2003
 and the share transfer committee met 1 time5-7-2002 in respect of which
 meetings proper notices were given and the proceedings were properly
 recorded and signed including the circular resolutions passed in the
 Minutes Book maintained for the purpose.
 
 5. The Company closed its Register of Members from 18th September 2002
 to 25th September 2002 (both days inclusive) during the financial year.
 
 6. The Annual General Meeting for the financial year ended on
 31-03-2002 was held on 30-09-2002 after giving due notice to the
 members of the Company and the resolutions passed thereat were duly
 recorded in Minutes Book maintained for the purpose.
 
 7. No extra-ordinary general meeting was held during the financial
 year.
 
 8. The Company has not advanced any loans to its directors and/or
 persons or firms or companies referred in the Section 295 of the Act
 during the financial year.
 
 9. It was informed that the Company has not entered into any contracts
 during the financial year falling within the provisions of Section 297
 of the Act.
 
 10. It was informed that since there were no contracts during the
 financial year the Company has not made any entries in the register
 maintained under section 301 of the Act.
 
 11. As there were no instances falling within the purview of Section
 314 of the Act the Company has not obtained any approvals from the
 Board of Directors, members or Central Government.
 
 12. The Company has not issued any duplicate share certificates during
 the financial year.
 
 13. The Company has:
 
 (i) delivered all the certificates on lodgment thereof for
 transfer/transmission during the financial year in accordance with the
 provisions of the Act;
 
 (ii) not deposited any amount in a separate Bank Account as no dividend
 was declared during the financial year.
 
 (iii) The Company was not required to post any warrants to the members
 as no dividend was declared during the financial year.
 
 (iv) There are no amounts lying in unpaid dividend account, application
 money due for refund, matured deposits, matured debentures and the
 interest accrued thereon and no amount has remained unclaimed or unpaid
 for a period of seven years for the requirement to transfer to Investor
 Education and Protection Fund.
 
 (v) duly complied with the requirements of Section 217 Of the Act.
 
 14. The Board of Directors of the Company is duly constituted and the
 appointment of directors has been duly made. There was no appointment
 of alternate directors and directors to fill casual vacancies during
 the financial year.
 
 15. There was no appointment/re-appointment of Managing Director/
 Whole-time Director/Manager has been made during the financial year
 other than the approval at the AGM as per 269 of the Act for re-
 appointment of Managing Director made at the Board Meeting held on
 3-4-2001. The Company has filed Form-25 c & Form-23 during the
 financial year for the re-appointment of Managing Director from1-6-2001
 approved at the AGM held on 30-9-2002.
 
 16. The Company has not appointed any sole-selling agents during the
 financial year.
 
 17. The Company was not required to obtain any approvals of the Central
 Government, Company Law Board, Regional Director, Registrar or such
 other authorities as may be prescribed under the various provisions of
 the Act during the financial year.
 
 18. The directors have disclosed their interest In other
 firms/companies to the Board of Directors pursuant to the provisions of
 the Act and the rules made thereunder.
 
 19. The Company has not issued any shares, debentures or other
 securities during the financial year.
 
 20. The Company has not bought back any shares during the financial
 year.
 
 21. There was no redemption of preference shares/debentures during the
 financial year.
 
 22. There were no transactions necessitating the Company to keep in
 abeyance rights to dividend, rights shares and bonus shares pending
 registration of transfer of shares.
 
 23. The Company has not invited/accepted any deposits including any
 unsecured loan falling within the purview of sections 58A of the Act
 during the financial year.
 
 24. The amount borrowed by the Company from directors, members, public,
 financial institutions, banks and others during the financial year
 is/are within the borrowing limits of the company.
 
 25. The Company has not made any loans and investments, or given
 guarantees or provided securities to other bodies corporate during the
 year and consequently no entries have been made in the register kept
 for that purpose.
 
 26. The Company has not altered the provisions of the memorandum with
 respect to situation of the Companys registered office from one state
 to another during the year under scrutiny.
 
 27. The Company has not altered the provisions of the memorandum with
 respect to the objects of the company during the year under scrutiny.
 
 28. The Company has not altered the provisions of the memorandum with
 respect to name of the company during the year under scrutiny.
 
 29. The Company has not altered the provisions of the memorandum with
 respect to share capital of the company during the year under scrutiny.
 
 30. The Company has not altered its Articles of Association during the
 financial year.
 
 31. It was informed that there were no prosecution initiated against or
 show cause notices received by the company and no fines or penalties or
 any other punishments was imposed on the Company during the financial
 year for offences under the Act.
 
 32. The Company has not received any amount as security from its
 employees during the financial year.
 
 33. There have been delays in depositing both employees and employers
 contribution towards Provident Fund with the prescribed authorities
 during the financial year and there are arrears till date.
 
 Place: Coimbatore - 641004                                         Sd/-
 Date: 05-09-2003           Name of Company Secretary: (R.Venkateswaran)
                                                         C. P. No.: 3542
 
 Annexure-A
 
 Registers as maintained by the Company.
 
 Statutory Registers
 
 1. Register of members u/s 150
 
 2. Register of share transfer u/s 108
 
 3. Register of Directors, Managing Director, Secretary u/s 303
 
 4. Register of Directors Shareholdings u/s 307
 
 5. Minutes Books of General Meetings and Board Meetings u/s 193
 
 6. Register of Charges u/s 143
 
 7. Sitting fees Register
 
 8. Books of Accounts u/s 209
 
 9. Registers and Returns u/s 163
 
 10. Register of Disclosure of Interest of Directors.
 
 11 Registers of attendance for board meetings and general meetings
 
 12 Register of proxies
 
 Place: Coimbatore-641004                                           Sd/-
 Date: 05-09-2003           Name of Company Secretary: (R.Venkateswaran)
                                                         C. P. No.: 3542