TO THE MEMBERS:
 
 The Directors are pleased to present the Forty First Annual Report
 together with the Audited Statement of Accounts of the Company for the
 year ended 31st March 2012.
 
 Operations:
 
 During the financial year under review, the Company with its efforts
 for affective remedial measures, cost reduction, improvement in
 operational efficioncies &assets utilization could achieve better
 business conditions as compared to previous year. The Company had also
 disposed off the vacant / Unutilized land and building of Plant shuated
 at 19th Km Stone, Village Maharalpur. P.O. Tatiyagaraj, G.T. Raod,
 Mandhana, Kanpur of the best available market price. with these efforts
 and continuing adverse business conditions, the company during the year
 2011-12, achieved a turnover of Rs. 512.63 lacs as against Rs. 470.23
 lacs in the previous year and the net book loss before tax for the year
 could be brought down to Rs. 10.60 lacs as against Rs. 135.94 lacs
 during the previous year.
 
 Dividend:
 
 In view of the adverse business conditions and slow down in the
 industry and to conserve resouces for the business requirements, your
 Directors do not recommend any dividend for the year under review.
 
 Directors:
 
 In accordance with the provisions of Articles of Association of the
 Company & Section 256 of the Companies Act, 1956, Dr. G.N. Mathur and
 Mr. K.D Gupta retires from the Board by rotation and being eligible
 offers thenselves for reappointment. Your Directors recommend their
 reappointment.
 
 Directors'' Responsibility Statement:
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
 state:
 
 (i) That in the preparation of the Annual Accounts, the applicable
 accounting standards have been followed;
 
 (ii) That the Directors have selected such accounting policies and
 applied them consistently and made judgments & 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 the year;
 
 (iii) That the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, safeguarding the assets of the
 Company and for preventing and detecting fraud and other
 irregularities;
 
 (iv) That the Directors have prepared the Annual Accounts on a going
 concern basis.
 
 Auditors & Auditors Report:
 
 M/s. B.C. Jain & Co., Statutory Auditors retiring at the ensuing Annual
 General Meeting, having furnished the requisite certificate U/s 224
 (1-B) of the Companies Act, 1956 are eligible for re-appointment. The
 proposal for their reappointment is included in the notice for Annual
 General Meeting sent herewith.
 
 Secretarial Compliance Certificate:
 
 Pursuant to proviso to Section 383A(1) of the Companies Act, 1956, the
 Secretarial Compliance Certificate for the financial year 2011-12
 obtained from the Company Secretary in Practice is attached to the
 Annual Report.
 
 Cost Auditor:
 
 Vide notification dt 03.05.2011, in exercise of the powers conferred by
 Section 642(1)(b) read with section 209(1)(d) of the Companies Act,
 1956, the Company has been subjected to Compliance Report by a Cost
 Accountant to be submitted to the Central Government within 150 days of
 the close of Company''s financial year 2011-12 after getting it approved
 by the Board of Directors. The Compliance Report of the Cost Accountant
 enagaged by the Company for this purpose is under process. The Company
 has now been subjected 10 regular Cost Audit Under the Provisions of
 the Companies Act, 1956 w.e.f. 01.04.2012.
 
 Disclosure of Additional Information:
 
 There has been no material change and commitment affecting the
 financial position of the Company which has occurred between end of the
 financial year and the date of this report.
 
 The particulars prescribed by the Companies (Disclosure of Particulars
 in the Report of Board of Directors) Rules, 1988 are furnished in the
 Annexure to the Report.
 
 There is no employee, the particulars of which are required to be
 reported under section 217 (2A) of the Companies Act, 1956 read with
 the Companies (Particulars of Employees) Rules 1975 as amended.
 
 Listing of Shares:
 
 The Company''s shares are listed with Bombay Stock Exchange Ltd., Mumbai
 and the listing fees thereon are regularly paid.
 
 Industrial Relations:
 
 The industrial relations during the year under report remained cordial.
 
 Acknowledgements:
 
 Your Directors take this opportunity to express their sincere thanks to
 the Shareholders, Bankers, Customers, Suppliers, Revenue &
 Administrative Departments and Business Associates for their cordial
 association & consistent support to the Company and also acknowledge &
 appreciate the cooperation and contribution by all categories of
 employees despite adverse business conditions during the year under
 report.
 
                                              By Order of the Board
 
 Place : Kanpur                                       P.K. BHARGAVA
 
 Date : 29.05.2012                     Chairman & Managing Director