Your Directors have pleasure in presenting the THIRTY-NINTH ANNUAL
 REPORT and audited accounts for the year ended 31st March2005.
 
 1. FINANCIAL RESULTS                                        Rs. in Lacs
                                              2004-05            2003-04
 
 Profit before Interest and Depreciation        38.07              25.94
 
 Less: Interest and Bank Charges                14.70              17.61
 
 Profit before Depreciation                     23.37               8.33
 
 Less: Depreciation                              2.04               2.11
 
 Profit before Taxation                         21.33               6.22
 
 Provision for Taxation :   Current                 -               1.60
 
 Deferred Tax                                    0.12               0.07
 
 Balance of Profit brought from previous year   20.17              14.02
 
 Balance of Profit carried to Balance Sheet     39.78              20.17
 
 2. REVIEW OF PERFORMANCE
 
 During the year under review, your Company has achieved Sales and other
 income of Rs.549.45 lacs (Rs. 501.46 lacs) and Profit from operation Rs
 21.33 lacs (Rupees 6.22 lacs). There is an increase of 9.57 % in
 turnover. Profit from operation was 3.88 % (1.24 %) of turnover. This
 is mainly on account of higher Sales of VHS range of motors and cost
 cutting measures taken.
 
 Several austerity measures have been taken by the management for
 reducing costs, improving quality, increasing productivity, controlling
 expenditure, productive use of available resources, with the specific
 aim of improving performance of your Company.
 
 3. FINANCE
 
 Your Directors are of the opinion that for withstanding challenges of
 competitive market and for attaining higher growth rate, the earnings
 for the year need to be ploughed back. Keeping this as well as
 long-term interest of the Shareholders in views, your Directors have
 decided to skip dividend for the year under review.
 
 4. DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE
 COMPANIES ACT, 1956
 
 The Directors confirm that :-
 
 (i) In the preparation of the annual accounts, the applicable
 accounting standards have been followed by the Company;
 
 (ii) Such Accounting Policies have been selected and consistently
 applied and judgments and estimates made that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company as at 31st March 2005 and of the profit of the Company for
 the year ended on that date;
 
 (iii) Proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities.
 
 (iv) Annual accounts have been prepared on a going-concern basis.
 
 5. DIRECTOR
 
 Ms. K R Patel retires by rotation and being eligible offers herself for
 re-appointment.
 
 6. COMPLIANCE CERTIFICATE.
 
 Compliance certificate issued by J.J. Gandhi & Co., practicing Company
 Secretary, Vadodara pursuant to the provisions of Section 383 A of the
 Companies Act, 1956 is attached to this Directors Report.
 
 7. AUDITORS
 
 The retiring Auditors, M/s. Amin Parikh & Co., Chartered Accountants
 are eligible for re-appointment and have indicated their willingness to
 act as such, in terms of Section 224 A of the Companies Act, 1956,
 their appointment needs to be confirmed and their remuneration has to
 be fixed.
 
 8. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE.
 
 Information required as per Section 217(1)(e) of the Companies Act,
 1956 read with Companies (Disclosure of particulars in Board of
 Directors) Rules, 1988 has been given in the Annexure-A, which form a
 part of this report.
 
 9. ACKNOWLEDGEMENTS
 
 Your Directors place on record their appreciation for the excellent
 support the company has received from its Suppliers, Customers, Bankers
 and Employees during the year under review.
 
 Registered Office                  On behalf of the Board of Directors.
 Mogar-388 340
 Dist: Anand (Gujarat)
 Dale : 29 June, 2005                                      Rahul N. Amin
                                                               Director.
 
 Annexure A to Directors Report
 
 Particulars under the Companies (Disclosure of particulars in the
 Report of Board of Directors) Rules, 1988.
 
 (A) CONSERVATION OF ENERGY
 
 1. Energy Conservation measures taken:
 
 Some of the activities undertaken :
 
 I) Regular preventive maintenance of electric drives.
 
 ii) Optimum utilization of furnaces and ovens.
 
 iii) Reduction of contract demand.
 
 2. Additional investments and proposals, if any, being implemented for
 reduction of consumption of energy.
 
 No major investment were made.
 
 3. Impact of the measures at (1) & (2) for reduction of energy
 consumption and consequent impact on the cost of production of goods.
 
 There is no significant impact on the cost of production of goods
 manufactured by the Company as energy consumption is low.
 
 4. Total energy consumption and energy consumption per unit of
 production as per prescribed Form-A. Not relevant. The company is not
 covered under the list of specified industries.
 
 (B) TECHNOLOGY ABSORPTION FORM B
 
 (a) Research & Development (R&D)
 
 1 Specific areas in which R&D was carried out
 
 i) The existing designs are reviewed and redesigned to save on
 stamping, copper etc as a cost reduction measure for 20 ratings
 
 ii) Design of motors with alternate make stamping initiated for 180 and
 200 frame ratings as an alternate source of supply.
 
 iii) CVD motor in 35HP/2P rating designed as an extension of range from
 the present limit of 25 HP.
 
 iv) Motors & unibuilt pumps technical manual are being developed and
 are in the process of finalization.
 
 v) Sewage motor in dry submersible design prototype made and tested and
 performance found satisfactory.
 
 vi) Special specifications of customers calling for new
 design/construction.
 
 3 Future plans of R&D
 
 i) Unibuilt pumps efficiency up gradation activity undertaken for
 critical models to meet new IS 9079-2000 standard as well as BEE
 requirement.
 
 ii) Reduction of raw material costs & packing cost as a continuous
 exercise.
 
 4 b) Technology adaptation, Absorption & Innovation:
 
 Efforts In brief made towards technology adaptation, absorption and
 innovation.
 
 i) Commenced manufacturing of CVD 250B, 125 HP vertical hollow shaft
 motor.
 
 ii) Unibuilt pumps and motors fitted with shielded construction type
 bearings (ZZ), for cost savings as well to enhance product performance.
 
 iii) Plastic Terminal Box for motors and unibuilt pumps implemented,
 for better aesthetics & cost savings.
 
 iv) 132 Frame size, Aluminium die-cast rotor implemented to reduce
 rejection of rotor & to improve the performance.
 
 4) EXPENDITURE ON R & D
 
 i) Capital :
 
 ii) Recurring : Rs.0.33
 
 iii) Total R & D : Rs.0.33
 
 iv) Total R&D expenditure as
 
 a percentage of total turnover : 0.06%
 
 C) FOREIGN EXCHANGE EARNING & OUTGO
 
 Exports : NIL
 
 Foreign Exchange earned : NIL
 
 Foreign Exchange used : NIL
 
 COMPLIANCE CERTIFICATE
 
 (as per rule 3 of the Companies (Compliance Certificate) Rules, 2001)
 
 Registration No. of the Company : 04-1396
 
 Nominal Capital Rs. 2,00,00,000/-
 
 To, The Members, JEM Industries Ltd., Mogar 388 340, Dist. Anand.
 
 We have examined the registers, records, books and papers of JEM
 Industries Limited (the Company) as required to be maintained under the
 Companies Act, 1956, (The Act) and the rules made thereunder and also
 the provisions contained in the Memorandum and Articles of Association
 of the Company for the financial year beginning from 1st April, 2004
 and ending on 31st March, 2005. In our opinion and to the best of our
 information and according to the examinations carried out by us and
 explanations furnished to us by the Company, its officers and agents,
 we 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 thereunder 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,
 Regional Director, Central Government, Company Law Board or other
 authorities (wherever applicable) at the time stated in the above
 annexure.
 
 3. The Company, being a public Limited Company, the applicability of
 section 3(1)(iii) does not arise.
 
 4. The Board of Directors duly met 6 times on 29th June, 2004, 10th
 July, 2004, 27th July, 2004, 3rd Sept, 2004, 28th 0ctober, 2004 and
 28th January, 2005 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 22nd Sept., 2004 to
 29th Sept., 2004 (both days inclusive) and necessary compliance of
 section 154 of the Act has been made.
 
 6. The Annual General Meeting for the financial year ended on 31st
 March, 2004 was held on 29th Sept., 2004 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. One Extra Ordinary General Meeting was held during the financial
 year on 3rd Dec., 2004 for approving scheme of amalgamation of JEM
 Industries Ltd and Jyoti Pumps and Electricals Ltd with JSL Industries
 Ltd. after giving due notice to the members of the Company and the
 resolutions passed thereat where duly recorded in the Minutes Book
 maintained for the purpose.
 
 8. The Company has not advanced any loan to its directors and/or
 persons or firms or Companies referred in the section 295 of the Act.
 
 9. The company has duly complied with the provisions of section 297 of
 the Act in respect of contracts specified in that section.
 
 10. The Company has made necessary 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 cirtificates during
 the financial year.
 
 13. i) The Company has delivered all the certificates on lodgment
 thereof for transfer/transmission or any other Purpose in accordance
 with the provisions of the Act.
 
 ii) The Company has 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 warrants to any members of
 the Company as no dividend was declared during the financial year.
 
 iv) The Company was not required to transfer the amounts in unpaid
 dividend account, application money due for refund, matured deposits,
 matured debentures and the intrest accrued thereon which have remained
 unclamed or un paid for a period of seven years to Investors Education
 and Protection Fund.
 
 v) The Company has duly complied with the requirements of section 217
 of the Act.
 
 14. The Board of directors of the Company is duly constituted. There
 was no appintment of additional dierctors, alternate directrors and
 directors to fill casual vacancies during the financial year.
 
 15. The Company has not appointed any Managing Director/Whole-time
 Director/Manager during the financial year.
 
 16 The Company has not appointed any sole-selling agent during the
 financial year.
 
 17. The Company was not required to obtain any approvals of the Central
 Government, Company Law Board, Regional Director, Regitrar and/or such
 authorities precribed under the various provisions of the Act, during
 the financial year. However, for securing approval of scheme of
 amalgamation of JEM Industries Ltd. and Jyoti Pumps and Electricals
 Ltd. with JSL Industries Ltd. the Company has submitted petition to the
 High Court of Gujarat, with a copy to Official Liquidator, Regional
 Director and the Registrar.
 
 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. The Company does not have any redeemable preference shares or
 debentures and hence the question of redemption does not arise at all.
 
 22. There were no transactions necessitating the Company to keep in
 abeyance right to dividend, right shares and bonus shares pending
 registration of tranfer of shares.
 
 23. The Company has not invited/accepted any deposits including
 unsecured loan falling within the purview of sections 58A during the
 financial year.
 
 24. The borrowings made by the Company during the financial year do not
 attract the provision of section 293(1)(d)of the Act.
 
 25 The Company has not made any additional loans and investments (also
 not given guarantees or provided securities) to other bodies corporate
 as per section 372A of the Act, during the financial year and
 consequently no entries have been made in the register kept for the
 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 financial year.
 
 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 Articales of Association during the
 financial year.
 
 31. As per the information given by the management, no prosecution has
 been initiated against or show cause notices reciived by the Company
 and no fines or penalties or any other punishment was imposed on the
 Company during the financial year, for the offences under the act.
 
 32. The Company has not received any money as security from its
 employees during the financial year.
 
 33. The Company has not constituted for its employees. Provident Fund
 scheme of its own, as per the meaning of section 418 of the Act.
 
                                                   For J.J. Gandhi & Co.
                                                     Company Secretaries
 Place : Vadodara.                                        (J. J. Gandhi)
 Date : 29 June, 2005                                         Proprietor
 
 ANNEXURE `A
 
 Registers maintained by the Company
 
 1. Register of Members u/s 150
 
 2. Register of Director, Managing Director, manager and Secretary u/s
 303
 
 3. Register of Transfers
 
 4. Register of Directors shareholding u/s 307
 
 5. Register of Contracts u/s 301
 
 6. Register of contracts, companies and firms in which directors etc.
 are interested u/s 301 (3)
 
 7. Minutes of Meeting of Board of Directors
 
 8. Minutes of General Meeting
 
 9. Register of Loans Investments
 
 ANNEXURE `B
 
 Forms and Returns as filed by the Company with the Registrar of
 Companies, Regional Director, Central Government or other authrities
 during the financial year ending on 31st March, 2005.
 
 Sr. Form          Filed   For                   Date of      Filed with
 No. No.           under                        Document         normal/
 Sec.                                                         additional
 
 filing fees on
 
 1. Balance Sheet 220(1)   Balance Sheets and 31-03-2004      13-10-2004
                           its attachment
 
 2. Compliance      383A   Compliance         29-06-2004      13-10-2004
                           Certificate
 
 3. Schedule V       159   Annual Return      29-09-2004      17-11-2004