The Directors' are pleased to present the Sixteenth Annual Report and
 the Audited Accounts for the financial year ended 31st March 2000.
 
 Summarised Financial Results
 
                                                           (Rs.in Lakhs)
 
                                                   1999-00       1998-99
 
 Sales/Income                                     5,964.40     12,777.66
 
 Profit before interest,
 Depreciation and tax                             (710.81)      1,672.53
 
 Profit before Depreciation
 and tax                                        (2,578.10)    (1,690.17)
 
 Depreciation                                     1,835.06      1,295.76
 
 Profit Before Tax                              (4,413.16)    (2,985.93)
 
 Provision for Tax                                     Nil           Nil
 
 Profit After Tax                               (4,413.16)           Nil
 
 Surplus from last year                           1,134.79      4,120.72
 
 Provision for Dividend
 (including tax)
 written back                                       921.67           Nil
 
 Surplus/(Deficit)
 carried forward                                (2,356.70)      1,134.79
 
 
 Reserves and Surplus
 
 The reserves and surplus of the company stood at Rs.11,344.09 lakhs as
 at 31st March 2000.
 
 Business Review
 
 The performance during the year under review has been significantly
 lower.  Scarcity of adequate working capital low productivity,
 continuing recession in the auto and electronics market have been the
 reasons for the significant drop in the revenues and accumulation of
 losses during the period.  The delay in tie up of funds which was
 envisaged at the commencement of the year has resulted in considerable
 loss of potential business opportunities in the auto and electronics
 (copper clad laminates) segment.  However operations in the chemicals
 division stabilised during the second halt of the year.  There events
 have to a large extent led to under utilization of plant capacities and
 low productivity levels resulting in higher losses during the year.
 With the entry of multinationals with larges capital outlay, lowering
 of import tariffs and the unhealthy competition from the unorganized
 sector, the electronics & air conditioning market is undergoing a
 transition.  The company has a minor presence in these segments and
 given the scenario above it has been consciously decided to cease
 operations in these areas in the current year and focus in areas where
 the company has its inherent strength.  The company would hitherto
 focus all its resources in consolidating its existing presence in auto
 components, chemicals and electronics (copper clad laminates) in the
 years ahead.
 
 In addition to decline in normal business operations, modernisation of
 the existing plants, manpower rationalisation and the much desired
 commencement of commercial production in the copper clad laminates
 plant could not be achieved during the year due to the delay in the tie
 up of short term and long term resources.  Concentration of large
 investments in the copper clad laminates project and the delay in
 achieving commercial production has deprived the other performing and
 profit making divisions of the much required working capital & capital
 investments for modernisation.
 
 Recognising the need to provide requisite impetus for achieving higher
 levels of performance, the board has identified the three segments
 where it has inherent strength, namely, auto components, chemicals and
 electronic (copper clad laminates) as core areas for growth.  A
 detailed study of the steps required to achieve this objective is in
 progress, suitable remedial measures including manpower rationalisation
 would be identified and implemented during the current year.  Positive
 results from these remedial measures would gradually accrue and thus
 enhance performance and profitability in a couple of years.
 
 Consent of the members of the company was accorded to the board at the
 previous annual general meeting to raise resources from time to time
 not exceeding US  million on by issue of appropriate securities as
 determined by the Board to liquidate its existing high cost borrowing,
 modernisation and meet its working capital requirements.  The board is
 pleased to state that the company has identified a group of high net
 worth overseas bodies corporate and has in principle tied up foreign
 investments viz., initial issue of securities aggregating to US $ 25
 million, finer details of the investments are in the process of being
 finalised.  The investment by the group of foreign investors in the
 securities proposed to be issued by the company, though initially
 limited to infusion of funds, is in the Imminent future expected to
 culminate into a long term strategic business partnership.
 
 As a corollary to the decision by the foreign investors to
 strategically associate with the company and become business partners
 in the long run, they have appointed Bower Cotton, London, Unite
 Kingdom, a solicitors firm of international despute with a business
 standing of over 175 years, to advise and assist the present and
 prospective investors who have evinced interest in investing in the
 company.  Consequently, the have nominated Mr. Paul Francis Simms,
 Solicitor & Senior Partner, Bower Cotton to represent the investors as
 Director on the board of the company.  The board places on record its
 appreciation for the assistance and advice being rendered by Mr. Paul
 Francis Simms in the financial and business restructuring of the
 company.
 
 Amidst the delay in tying up the requisite funds to liquidate the
 existing high cost borrowings, as earlier indicated in our previous
 report, the banks & financial institutions who had recalled the
 facilities and advances besides initiating judicial proceedings have
 further obtained orders for possession of the secured properties of the
 company.  However, in light of the strategic tie up and the imminent
 disbursement of funds by the foreign investors, the banks and financial
 institutions have at the request of the company consented to defer
 legal proceedings/possession of assets of the company.  Negotiations
 are under way with the banks and financial institutions for one time
 settlement of dues; the process would be completed before the end of
 the current year.  Significant concessions and savings in interest
 costs are expected to accrue as a result of this exercise, appropriate
 adjustments have been made in the financial statements to reflect these
 changes, the liabilities have been accordingly reinstated.  The Company
 could not replenish adequate cash flow for timely redemption of
 redeemable preference shares.
 
 In the backdrop of the above developments and the strategic financial
 and business restructuring now in progress, the board is confident of
 improved performance and profitability in the years ahead.
 
 Dividend
 
 The Directors do not recommend dividend in view of minimal operations
 and negative performance for the year under review.
 
 Directors
 
 Dr. Jewan Prakash Raina and Mr. S.Krishnamoorthy, Directors, retire by
 rotation and being eligible offer themselves for re-appointment.
 
 Mr.V. Ramakrishnan, Managing Director, whose term expires on 22nd
 October 2000 has been re-appointed as Managing Director, subject to the
 consent of the members, at the meeting of the Board of Directors of the
 company held on 29th September 2000.
 
 The Board recommends approval by members of the re-appointment of Mr.
 V. Ramakrishnan, as Managing Director of the company on the existing
 terms and conditions and subject to the provisions contained in
 Schedule XIII to the Companies Act, 1956 set out in detail in the
 notice to the members.
 
 Mr. Paul Francis Simms who was appointed as Director on the Board with
 effect from 20th April 2000 retires at this Annual General Meeting and
 is eligible for re-appointment.  The company has received notice under
 section 257 of the Companies Act, 1956 from a member proposing the
 candidature of Mr. Paul Francis Simms as Director.
 
 Auditors
 
 Messrs. R. Swaminathan & Co., Chartered Accountants, Chennai hold
 office until the conclusion of this Annual General Meeting.  The
 company has received a letter from R. Swaminathan & Co. to the effect
 that their appointment, if made would be within the limits prescribed
 under section 224(1B) of the Companies Act, 1956 and thus eligible for
 re-appointment.  Messrs. S. Viswanathan Chartered Accountants, Chennai
 have expressed their inability to act as auditor due to their other
 official commitments
 
 Year 2000 Compliance
 
 The Year 2000 transition was smooth without any disruption to the
 operation of any of the Divisions of the company.
 
 Dematerialisation of shares
 
 The Securities and Exchanges Board of India, vide circular dated 29th
 May 2000 directed the company for compulsory dematerialisation of
 shares of the company by all class of investors with effect from 30th
 October 2000.  In order to conform to the requirements of the
 Depositories Act, 1996, it is necessary to introduce a new article in
 the Articles of Association of the company.  However the company has
 approached SEBI and sought time to go in for compulsory
 dematerialisation effective 1st April 2001, Necessary resolutions for
 alteration/amending the Articles of Association is placed before the
 members for their consent.
 
 Corporate Governance
 
 As per the amended provisions of the Listing agreement it will be
 mandatory for your company to implement corporate governance during the
 financial year 2000-2002.  Necessary steps will be taken to ensure the
 implementation of the same before the prescribed date.
 
 Public Deposits
 
 The aggregate amount of deposits from public as at 31st March 2000 is
 Rs.3.95 crores, which includes a deposit of Rs.2 crores from an
 institution.  Of the above, unclaimed deposits amount to Rs.0.06
 crores, deposits matured and remaining outstanding for repayment
 aggregates to Rs.3.70 crores.  On account of the recurring losses and
 tight liquidity condition, there has been a delay in repayment of the
 deposits.  The Company continues to progressively repay deposits in a
 scheduled manner.  The Board records its grateful appreciation for the
 understanding shown by the deposit holders.  The Board has taken a
 decision to repay the matured deposits in full as and when the funds
 are in place.  The company has discontinued acceptance/renewal of
 deposits.
 
 Personnel
 
 The particulars of employees under section 217(2A) of the Companies
 Act, 1956 read with Companies (Particulars of employees) Rules 1975
 forms part of this Report.  However as per the provision of Section 219
 (1)(b)(iv) of the Companies Act, 1956 the report and accounts are being
 sent to the shareholders of the company excluding the statement of
 particulars of employees under section 217(2A) of the Act.  Any
 shareholder interested in obtaining a copy of the said statement may
 write to the registered office of the company.
 
 The relations with the staff and workers union continue to remain
 cordial and harmonious.
 
 Conservation of Energy Technology, Absorption and Foreign Exchange
 Earnings/Outgo.
 
 The thrust on energy conservation continued though energy consumption
 at the Company's factories is not a major cost factor.  Energy
 consumption devices have been installed where appropriate and steps
 taken to conserve energy from time to time.
 
 The statement in Form B pursuant to section 217(1)(e) of the Companies
 Act, 1956 read with Companies (Disclosure of particulars in the Report
 of the Board of Directors) Rules 1988 is given in the annexure forming
 part of this report.
 
 Disclosure of Particulars with respect to Technology Absorption
 
 Research and Development (R & D)
 
 1. Specific areas in which R & D is carried out by the Company
 
 The Company has in-house R & D Departments in Auto, Chemical and
 Electronics Divisions.  The R & D efforts are directed towards quality
 control, improvement/upgradation of existing products and development
 of new products.
 
 2. Benefit derived as a result of the above R & D
 
 Improvement in quality, cost effectiveness and realisation of higher
 levels of production.
 
 3. Future plan of action
 
 Consolidation of the results achieved, pursue Improvements in the above
 areas to achieve international quality standards.
 
 4. Expenditure on R & D                      (Rs.in thousands)
 
 a) Capital                                   Rs.232 (1999-Rs. 575)
 
 b) Recurring                                 Rs.137 (1999-Rs.1174)
 
 c) Total                                     Rs.369 (1999-Rs.1749)
 
 d) Total R & D expenditure as a
 percentage of total turnover                 0.06% (1999-0.14%)
 
 Technology absorption, adaptation and innovation
 
 
 1. Efforts, in brief, made towards technology absorption, adaptation
 and innovation
 
 Training and retraining of the existing personnel and the new personnel
 is being practised to ensure that the technology absorption is complete
 and transferred to new generation technical personnel.
 
 In the process of absorbing technology from M/s. Nationwide Circuit
 Products (NCP).
 
 2. Benefits derived as a result of the above efforts etc. product
 improvement, cost reduction, product development, import substitution,
 etc.
 
 Achieving higher purity level and cost reduction in core business
 activities.
 
 Particulars of Imported Technology
 
 a) Technology imported
 
 b) Year of import
 
 c) Has technology been fully absorbed
 
 d) If not fully absorbed, areas where this has not taken place, reasons
 therefore, and future plans of action.
 
 During the year 1999-2000 there was no import of technology.
 
 Foreign Exchange Earnings and Out Go
 
 1. Activities relating to exports, initiatives taken to increase
 development of new export markets for products and services and export
 plans
 
 We have exported carburettors, Fuel pumps, water pumps and housings to
 New Zealand USA and Republic of South Africa during the year under
 review.
 
 Total foreign exchange             Rs.in thousands
 
 (a) Used                           (a) Rs.9,672 (1999-Rs.3,974)
   
 (b) earned                         (b) Rs.  832 (1999-Rs.3,901)