Your  Directors  take  pleasure in presenting  their  Ninth  Annual  Report 
 together with Audited Accounts for the period ended June 30, 2000.
 
 YEAR IN RETROSPECT
 
 During  the period under review, the company's sales and other  income  was 
 Rs.  515.85  Crs. as compared to Rs. 543.68 Crs. achieved in  the  previous 
 period.  The marginal decline in the sales compared to the previous  period 
 is  attributed to higher number of units replicated, which yield less  unit 
 sales realisation. The company earned higher net profit of Rs. 40.48  Crs., 
 compared  to  the net profit of Rs.17.80 Crs. earned  during  the  previous 
 period, as a result of change in the product-mix and emphasis on sales from 
 Technology division, which yields comparatively higher contribution margin.  
 
 EXPANSION DURING THE YEAR 
 
 The  CD/DVD plant with an installed capacity of 11 million units of  CD/DVD 
 per  annum was commissioned in September 1999. This plant is the  first  of 
 its  kind in India. With this, the company has become the largest  facility 
 for manufacture of CD/DVDs in India.
 
 The  company  also  successfully commissioned 5 colour  Dry  Offset  online 
 printing machine from Kamman, Germany with an installed capacity of over 30 
 million  units  per  annum.  This machine  has  automated  visualising  and 
 printing  system which is being used to produce real  photographic  quality 
 images.
 
 The CD/DVD mastering plant with an installed capacity of 15000 stampers per 
 annum, was also installed along with the above plant. This facility,  first 
 of  its  kind in India, reduces the lead time for stamper from 14  days  to 
 less  than  45  minutes,  eliminates dependence  on  external  factors  for 
 procurement  of  stampers. It also reduces t,he cost of stamper  by  almost 
 Rs.15000  per piece and saves precious foreign exchange  outflow,  required 
 hither to before for stamper making.
 
 As   a  result  of  efforts  towards  stronger  distribution  network   and 
 introduction  of new and varied products the performance of the company  is 
 showing consistant improvement.
 
 *TECHNOLOGY DIVISION
 
 The  technology  division of the company comprises CD/  DVD  manufacturing, 
 Multimedia Development and Designer CDs.
 
 * CD/DVD MANUFACTURING
 
 The  company  is  the  first  in India to have come  up  with  CD  and  DVD 
 manufacturing plant in collaboration with M/s Toolex of the Netherlands
 
 It  is  the  only integrated facility of its kind in  India  with  CD/  DVD 
 replication,  multimedia  development and marketing of software  under  one 
 roof with an installed capacity of over 16.7 million units of CDs/DVDs  per 
 annum.
 
 The benefits of integrated facilities are manyfolds. This reduces risks  of 
 piracy,  gives world class quality imaging, improves competitive  edge  not 
 only for the Indian market, but also for the world markets.
 
 The  company  has  the  flexibility  to produce both  CD  and  DVD.  It  is 
 universally accepted that DVD will be the format of the future. The company 
 has  strategically  placed itself into this product.  DVD  encompasses  all 
 facets  of  the  entertainment  business. It  will  provide  greater  value 
 addition  to  customers  de  to  higher  storage  capacity.  DVD  has  high 
 versatility leading to clearer images and corruption free software  leading 
 to  high broadcast quality and high resolution pictures and sound. Due  to 
 the quality for product and services, fastest delivering schedule in India, 
 company  is able to serve its prestigious clients like BPL, Bambino  Audio, 
 Cannon,  Cyber  Mulimedia,  Department of Tourism,  Deptt.  of  Electronics 
 Software  Councils of India, IANCA, IATI (Philips), LG, Maruti Udyog  Ltd., 
 MTNL, NIIT, Samsung, Sony, Tata Infotech, VSNL, etc.
 
 * MULTIMEDIA
 
 Overall, the market for multimedia in India is witnessing an upswing, since 
 1992.  Keeping pace with changing market trends, the company is having  one 
 of the best studios in India to produce Animation films, gaming engines for 
 role playing games,'strategic games, sports related games, edutainment  CD-
 ROM's and interactive educational projects. Company has developed in house, 
 a number of CD-ROM titles including few of the best selling titles like, 50 
 years of Independence, Panchtantra, Karishma etc.
 
 The company has the largest domestic distribution network of  distributors, 
 dealers and retailers covering more than 85% of the user population. It has 
 one of the largest collection of CD ROM titles in India for games.
 
 Strategic Alliances
 
 The  company has also entered into strategic tie-ups with multimedia  major 
 across  the  globe  like, Microprose of U.K. Pinpoint  of  Denmark,  Iridon 
 Interactive, Sweden, Activision, Australia, Europress, U.K., Prism  Leisure 
 of  UK, Rainbow Tech. of USA, Simon Schuster, Germany, ITE  Media  Denmark, 
 CD-ROM Update, Denmark, Monolith, USA, Interplay, U.K.
 
 Europress
 
 Located  in  U.K.  Europress, is a provider of  powerful  international  PR 
 solutions tailored to meet the needs of today's technology companies.
 
 Iridon
 
 Based just outside Gothenburg, on the west coast of Sweden, Iridon is owned 
 by  people that actually care about bringing interactive  entertainment  to 
 the  global masses. Currently Iridon's development talent is  comprised  of 
 number of designers, producers, programmers, artists and sound engineers.
 
 Activision
 
 It  is  a  caliofornia based company, with a revenue of  more  than  $  500 
 million per annum. They are the leaders in the video gaming world. They are 
 the pioneer of the video game industry. Its decade old Pitfall tomb raiding 
 game  is  still  remembered fondly. Few of the best  titles  are  Defender, 
 Castle, etc.
 
 Monolith
 
 Founded  in  1995 and based in Kirklan, Washington, is one of  the  leading 
 developer   founded  and  developer-centric  publishers,  in   the   gaming 
 community.  Recognised  for  their  stylish and  high  energy  approach  to 
 development,  Monolith creates the content gamers want, often  using  their 
 own proprietary technology.
 
 Interplay
 
 Interplay  Entertainment  Corpn.  is  worldwide  developer,  publisher  and 
 distributor  of award winning entertainment software for both  core  gamers 
 and  the mass market.  Founded in 1983, Interplay offers a broad  range  of 
 products  in  the  action, adventure,  role-playing,  strategy  and  sports 
 categories across multiple platforms including Playstations, Dreamcast  and 
 Nintendo 64.
 
 Few  of  the  best selling tiles include Descent,  Virtual  Pool,  Fallout, 
 Baldur's Gate and Earthworm Jim.
 
 The  company has also done strategic alliance for supply  of  entertainment 
 video  and music and CD ROM bundling with companies like  Samsung  Vintron; 
 HCL, Cannon, etc.
 
 The  clients for this segment includes prestigeous clients like  Department 
 of Tourism, IGNOU, Indian Embassy of Berlin, Germany, Ministry of  Defence, 
 
 Ministry  of Eternal Affairs, US Embassy, PNB, DSJ Communication  and  many 
 more.
 
 + DESIGNER CD
 
 Our  company  also  launched for the first time in  India,  Designer  CD's, 
 developed  through in-house R&D, a patentable concept for designing CDs  to 
 almost  any  shape and size. This offers nascent  field  having  tremendous 
 prospects, as the company enjoys vitual monopoly in this product.
 
 Designer CD
 
 Designer  CD's  can be used as product sampling, as Travelogue,  as  a  VIP 
 pass, as an AD Teaser, as a Visiting Card etc.
 
 In  the  organised  sector, company expects to capture 10%  of  the  market 
 share, estimated at around Rs.1000 crores.
 
 The  client list includes industry majors like: Infosys, BPL,  Titan,  IMI, 
 LG, Samsung, National Panasonic, Philips, Ansals, Poddar Infotech, Archies, 
 etc.
 
 * PET
 
 Eventhough, company is one of the largest players in the manufacturing  and 
 marketing of PET products, the margins from the business are shrinking  due 
 to  severe  competition from new entrants in the small  scale  sector,  who 
 enjoys better tax advantage.
 
 * BUSINESS AND FINANCIAL RESTRUCTURING
 
 Due  to the shrinking margins in the PET Division, the company has  decided 
 to, hive-off the PET Division, as a going business.
 
 To   company   has  already  Initiated,the  process  of   hiving-off   with 
 restrospective effect from 1st July, 2000.
 
 After  hiving-off  the  PET  business,  the  focus  will  be  towards   the 
 Information Technology (IT).
 
 To  achieve  financial restructuring, company has entered  into  settlement 
 with  various  banks and financial institutions with a view to  reduce  its 
 debt burden. It is hopeful to become a zero debt entity, within a year.
 
 The  financial restructuring will help in reducing the interest  burden  on 
 the company and would result in saving of around Rs. 30 crores every  year. 
 This will consequently result in better performance.
 
 * FUTURE FORAYS
 
 In  view  of  the insatible demand for CD/DVD the company  is  planning  to 
 upgrade Multimedia Studio, produce CD-R and CD-RW and add 2 more lines  for 
 DVD production, to tripple the existing facilities. Besides, the company is 
 also planning to enter into the area of Internet Portal.
 
 Company plans to set up multimedia studios at Delhi, Bangalore and  Bombay. 
 The  studio's will be interlined so as to be production  flexible.  Special 
 focus will be given to produce gaming titles, animation films and education 
 projects.
 
 With huge and expanding base of recorders, consumption is expected to reach 
 500  million  pieces per year by 2005.  To meet the increasing  demand  for 
 digital  storage  devices,  company  is also planning  to  enter  into  the 
 production of CD-R and CD-RW. These products are best suited for long  term 
 data  storage,  archiving  and  distribution and  wide  range  of  everyday 
 personal  and  corporate  backup  as  well  as  short  term  data   storage 
 applications.  
 
 The   portal  segment  will  include  an  immense  multi-  store,   virtual 
 entertainment  emporium  starting  with a music store,  followed  by  other 
 stores  for  products like CD-Video, CD-ROM, DVD, etc. It  would  not  only 
 carry albums of  all leading music labels, but also from other  low-profile 
 known  labels. It will be specifically and exclusively devoted  to  on-line 
 retailing of music and entertainment software site.
 
 + RESEARCH AND DEVELOPMENT
 
 During  the period under review, the R&D unit continued to play a key  role 
 in   improvement   of   process   development,   process   modification   & 
 product  development.  The company also developed through  in-house  R&D  a 
 patented concept for designing CD's to almost any shape for the first  time 
 in  India.  To  further  strengthen its R&D  facilities,  your  company  is 
 planning  to  make additional investment in future to further  improve  the 
 performance of the existing products.  
 
 * COLLABORATION 
 
 We  are pleased to inform that relationship with our foreign  collaborators 
 continued  to  be  cordial during the period  under  review.  Their  active 
 participation, support and technical expertise are being fully utilised for 
 improving the operations of the company.
 
 * CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE  EARNINGS 
 AND OUTGOINGS
 
 The particulars are given in the addendum to his report.
 
 * DIVIDEND
 
 Though  the company has disposable profits, in order to conserve  financial 
 resources  to  meet the obligations under Settlement of dues to  banks  and 
 Financial  Institutions,  the Board of Directors have not  recommended  any 
 dividend for the period under review.
 
 + INCREASE IN EQUITY SHARE CAPITAL
 
 During  the  period  under review, the company had issued  2  crore  equity 
 shares aggregating to Rs. 20 crores, on private placement basis to  various 
 body corporates.
 
 * FIXED DEPOSITS
 
 The   company  has  not  accepted  any  fresh  fixed  deposits   from   the 
 public/shareholders.
 
 + DEMAT OF EQUITY SHARES
 
 The  company has entered into an agreement with NSDL & CDSL  to  facilitate 
 the holding/trading of the company's shares in electronic form. As per SEBI 
 Notification  the  company's Equity Shares are being traded  in  Compulsory 
 Dematerialisation Mode in the Stock Exchanges w.e.f. 28th August, 2000.
 
 * DIRECTORS
 
 During the period under review, Mr. V.B. Mainkar and Lt. Gen. R.V. Kulkarni 
 resigned  from  the  Directorship of the Company. Our  directors  place  on 
 record  their deep appreciation for the guidance and valuable  contribution 
 made by them during their tenure.
 
 The  IFCI Ltd. has nominated Mr. H.N. Belawat as a Director of the  Company 
 in  place  of  Mr. N.K. Bakshi. Your Directors lace on  record  their  deep 
 appreciation  for the valuable guidance and contribution made by  Mr.  N.K. 
 Bakshi during his tenure.  
 
 Mr.  Mitsuo Shimojo, Director of the company, who retires by  rotation  and 
 being eligible offers himself for reappointment.
 
 * NAME CHANGE
 
 With  a view to reflect proper business scenario, the name of  the  Company 
 has  been  changed from PADMINI POLYMERS LIMITED  to  PADMINI  TECHNOLOGIES 
 LIMITED with effect from 14th June, 2000.
 
 * EMPLOYEES STOCK OPTION PLAN (ESOP)
 
 In  order  to  reward and motivate employees of the  company  and  also  to 
 attract  ad  retain  the best talent, your  Directors  recommend  for  your 
 approval a proposal for issue of 10 lacs equity shares to the employees and 
 eligible Directors of the company under ESOP. The board details of the ESOP 
 have been set out in the notice convening this Annual General Meeting. ,
 
 * PARTICULARS OF EMPLOYEES
 
 A statement of particulars of Employees, as required under section  217(2A) 
 of  the  Companies  Act, 1956 is annexed and forms integral  part  of  this 
 report.
 
 * AUDITORS
 
 M/s.  Ashok  Amar  &  Associates, Chartered  Accountants,  New  Delhi  have 
 furnished a certificate under section 224(1 B) of the Companies Act,1956 to 
 the  effect that their appointment if made, at the ensuing  Annual  General 
 Meeting  of the Company will be within the limits as prescribed  under  the 
 Companies Act, 1956.
 
 Your Directors recommend for your approval the re-appointment of M/s. Ashok 
 Amar & Associates, Chartered Accountants, New Delhi as Statutory Auditors.
 
 * ACKNOWLEDGEMENT
 
 Your  Directors would like to express their grateful appreciation  for  the 
 assistance   and   sincere  co-operation  received   from   the   Financial 
 Institutions,  Banks,  Central  and  State  Government  Authorities.   Your 
 Directors  also  place on record their deep sense of appreciation  for  the 
 support  and  goodwill extended by the Employees and  Shareholders  of  the 
 Company.
 
                                                                                          for and on behalf
of the Board
 
 New Delhi                                                                                  VIVEK NAGPAL
 28th August, 2000                                                     Chairman and Managing Director
 
 ANNEXURE TO DIRECTORS' REPORT
 
 PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN  THE 
 REPORT OF BOARD DIRECTORS) RULES, 1988
 
 A.  CONSERVATION OF ENERGY
 
 a) Using imported and superior raw material.
 
 b) Installation of air-conditioning units in the production unit to control 
 humidity and temperature leading to lower rejection of material.
 
 c)  Superior quality air dryer installed to reduce the purging losses  and 
 give clean air for better production quality.
 
 d) Power generator of appropriate capacity installed and electrical circuit 
 has been separated into two parts to avoid excess power costs.
 
 e) Use a low pressure screw compressors for the operation and high pressure 
 compressors for blowing resulting in saving of power.
 
 f) Installed one new air drying units with 0.1 micron filters.
 
 g) Installed electrical station with captive generation by generators.
 
 h) Installed new compressors for blowing and operation separately.
 
 i) Installed Air Conditioning units at plants.
 
 j) The installed soft starters for compressors.
 
 B.  TECHNOLOGY ABSORPTION
 
 Research & Development
 
 a)  Development  of new products/designs/processors/methods,  improving  ot 
 systems In existing products/processors .
 
 b) Development of new moulds for different shapes and designs.
 
 c)  Designed  new material handling systems, which  includes  unloading  of 
 jumbo  bags  of 1 ton raw material, shifting of finished  goods  from  shop 
 floor to store by conveyors and despatch of goods.
 
 d) Developed new products, i.e. Designer CD
 
 C.  TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
 
 a.  Efforts  in brief, made towards technology absorption,  adaptation  and 
 innovation.
 
 i.  Company's  personnel were deputed abroad for training and  exposure  to 
 latest products, designs and manufacturing technologies and tecHniques.
 
 ii. Attending National/international Conferences, Seminars and Exhibitions.
 
 iii.  Adaptation/modification  of  imported  designs/technologies  to  suit 
 indigenous requirements, alternative materials/components .
 
 b. Benefits derived as a result of above efforts e.g. product  improvement, 
 cost reduction, produce development import substitution etc.
 
 All the above efforts resulted in improving the existing processes, product 
 quality,   performance,   productivity,reliability   and    serviceability, 
 reduction  of  cost, import substitution introduction of new  products  and 
 better accuracy, speed safety, standards, aesthetics and economy.
 
 c.  In  case of imported technology (imported during the  last  five  years 
 reckoned  from the beginning of the financial year)  following  information 
 may be furnished.
 
 Product              Technology from           Year of            Status of
                                           import                 absorption/
                                                                         adaptation
 
 Compact Discs/      ODME of,                    1996             Fully absorbed
 CD-ROMS             Netherlands
 
 DVD                              Toolex of                   1999             Fully absorbed
                                       Netherlands
 
 Colour Printing            Kamman of               1999             Fully absorbed
                                            Germany
 
 D. FOREIGN EXCHANGE EARNINGS AND OUTGOINGS
 
 Foreign Exchange Earnings                      Nil        
 Foreign Exchange Outgoings                    Rs. 2l275.66 lacs
 
                                                                                                For and on
behalf of the Board
 
 New Delhi                                                                                        (VIVEK
NAGPAL)
 28th August, 2000                                                              Chairman & Managing Director