I.  OPERATIONS AND F1NANCIAL RESULTS
 
                                                EARENDED       YEARENDED
                                                31.03.08        31.03.07
                                                RUPEES            RUPEES
 
 Net Sales                                   8,72,31,877     7,04,23,379
 Other Income                                  19,03,450       17.48,445
 Operating Loss                            166,60,79,980   139,83,98,542
 Borrowings Adjusted / Written Back
 Provision For Fringe Benefit Tax               3,60,000        3,00,000
 Loss for the period                       166,64,39,980   139,86,98,542
 Balance brought down from Previous year  1002,02,90,395   862,15,91,853
 Total Deficit                            1168,67,30,375  1002,02,90,395
 APPROPRIATIONS
 Loss carried to Balance Sheet            1168,67,30,375  1002,02.90,395
 Total                                    1168,67,30,375  1002,02,90,395
 
 2.  DIVIDEND
 
 In view of the loss suffered during the period, the Directors express
 their inability to recommend payment of any dividend on the Equity and
 Preference shares.
 
 3.  OPERATING PERFORMANCE
 
 On account of capacity utilization and continued working capital
 crises, your Company ended up making an Operating Loss of Rs.
 166,60,79,980/- as against loss of Rs. 139,83,98,542 in the year ended
 31.03.2007. The adverse liquidity conditions continued through out the
 year. The Banker did not provide credit facilities however they
 continued to adjust part of their dues from the realization deposited
 into the Bank account. This has resulted in strain on Companys export
 sales. In spite of all the problems your Company is desperately trying
 to maintain its Sales.
 
 4.  COURT RECEIVER
 
 Pursuant to the order dated 21st June, 2002 passed by the Mumbai High
 Court, Court Receiver, High Court Mumbai continues to be in the
 possession of all the movable and immovable properties of your Company
 situated at Plot No. 112, Road No. 13.  M.I.D.C Marol. Andheri ( E ),
 Mumbai. Your Company continues as their Agent to run the business on a
 monthly royalty of Rs.  3.00,000/-.
 
 5.  SECURITISATION AND RECONSRTUCTION OF FINANCIAL ASSETS AND
 ENFORCEMENT OF SECURITY INTEREST ORDINANCE. 2002
 
 Your Company has received demand notices under section 13(2) of the
 said Ordi nance 2002 from the major Banks & Financial Institution. In
 the event of non- payment of their dues the Banks & F.I. have
 threatened to enforce their security interest. The Company has filed
 suitable replies to the above demand notices. Till date the Lenders
 have taken no action.
 
 6.  STATUS OF THE REFERENCE TO BOARD FOR INDUSTRIAL & FINANCIAL
 RECONSTRUCTION (BIFR)
 
 Your Companys references filed for the year ended 31st December, 1999,
 31st March, 2002, 31st March, 2005 and 31st March, 2006 were heard
 before the BIFR Bench on 8th April, 2008. The bench has reserved its
 order.
 
 7.  FIXED DEPOSITS
 
 During the year Company has not accepted/renewed any Fixed Deposit. As
 on 31st March 2008 Fixed Deposits amounted to Rs.  2,82,82,000/- and
 due to the severe financial crunch the same were due and unpaid.
 
 8.  SUBSIDIARY COMPANIES
 
 A Statement of the Holding Companys interest in the subsidiary in
 accordance with section 212(2)(a) of the Companies Act 1956 is
 enclosed.
 
 9.  DIRECTORS
 
 Mr. Behram S. Doctor. Mr. Pramod R. Shah and Mr. P S Gangurde Directors
 of your Company are disqualified to act as Directors of your Compan) by
 virtue of section 274(1) (g) of the Companies Act. 1956. They have
 informed the Company about their disqualification. However they have
 agreed to continue as Directors on Board of your Company since there
 are only three Directors of the Company and despite its best efforts
 your company was unable to appoint any new Directors.
 
 Mr. P S Gangurde retires from the Board on rotation and has agreed for
 reappointment.
 
 10.  AUDITORS
 
 M/s Kanak Rathod & Co. Chartered Accountants, the Auditors of the
 Company retire at the ensuing Annual General Meeting and are eligible
 for reappointment.
 
 11.  AUDITORS REPORT
 
 Auditors Report to the Accounts have been considered by the Board and
 clarified, wherever necessary, in the schedule Notes forming part of
 the account
 
 12.  DIRECTORS RESPONSIBILITY STATEMENT (DRS)
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956 with respect to Directors Responsibility Statement, it is
 hereby confirmed:
 
 a. That in the preparation of the Annual Accounts for the year ended
 31st March 2008. the applicable accounting standards had been followed
 along with proper explanation relating to material departures.
 
 b. That the Directors have selected such accounting policies and
 applied them consistently and made judgments and 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 ended 31st
 March 2008 and the Loss of the Company for that year.
 
 c. That the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 
 d.  That the Directors had prepared the Annual Accounts for the year
 ended 31st March 2008 on a going concern basis.
 
 13.  LISTING FEES
 
 The listing fees payable to Stock Exchange Mumbai from the year
 1999-2000 onwards remain unpaid.
 
 14.  CORPORATE GOVERNANCE
 
 In terms of Clause 49 of the Listing Agreement with the Stock Exchanges
 a report on the Corporate Governance is appended as annexure to this
 report.
 
 15.  AUDIT COMMITTEE
 
 The company has constituted an Audit Committee of directors as required
 under Section 292A of the Companies Act, 1956. Some of the terms of
 reference of audit committee are to review the financial reporting
 process and to examine accountancy, taxation, and disclosure aspects of
 significant transactions.
 
 16.  CONSERVATION OF ENERGY
 
 a. Energy Conservation Measures taken: Energy conservation remains one
 of the most important areas of Plants performance and is being
 continuously monitored. Some of the measures taken are:
 
 i.  The power factor has improved with due emphasis on modernization of
 equipments and better operational methods.
 
 ii.  Additional capacitor banks have been installed in different
 sections.
 
 iii.  We have made optimum use of electrical motors and day light
 resources at plant.
 
 b.  Additional investment and proposals, If any being implemented for
 reduction in consumption of Energy: i.  Right sizing of the motors is
 being done to run the motors at full load conditions, ii.  Improvement
 in power quality through voltage stabilization.
 
 17.  TECHNOLOGY ABSORPTION AND ADOPTION
 
 Your Company has its own design and R&D department. It has taken keen
 interest to develop and indigenous its products that have also been
 type tested by the renowned authorities such as CPRI, Bangalore and
 KKMA. Holland.
 
 18.  FOREIGN EXCHANGE EARNINGS AND OUT-GO
 
 Your Company did not fared well on the export front during the year
 under review. Exports during the year just amounted to Rs 1.74.67,701/-
 as against Rs. 1,80.18.804/- in the previous year. The relevant figures
 relating to the foreign exchange used and earned are given in the
 statement of additional information appended to the accounts.
 
 19.  PARTICULARS OF THE EMPLOYEES
 
 The Company enjoyed cordial and peaceful relations with the employees.
 The Directors wish to place on record their appreciation of the
 contribution made by the employees at all levels and facing the
 challenges posed by the changing global business environment.  In your
 Company no employees are drawing the salary and perks as per the limits
 laid down by under sub-section (1) (e) of Section 217 of the Companies
 Act 1956 read with the Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rules 1988.
 
 20.  ACKNOWLEDGEMENT
 
 Your Directors acknowledge with gratitude, the co-operation and
 assistance given by the financial institutions, bankers, customers and
 employees of the company during the year under review.
 
                                        For and on Behalf of the Board
 
                                                     Behram S. Doctor
                                                             Director
 Mumbai
 10.07.2008.