Your directors have pleasure in presenting their 9th Annual Report
 and Audited Accounts of your company for the year ended 31a March 2002.
 
 Financial Results
 
 The working results of the company for the year under report are as
 under:
 
                                         2001-2002 2000-2001 (9 Months.)
                                     (Rs. in Lacs)         (Rs. in Lacs)
 
 Loss before Interest, Deprecition & Tax     77.13                 62.24
 
 Add: Interest                              230.59                192.00
 
 Add: Depreciation                           39.83                 33.79
 
 Loss before Tax                            347.65                288.03
 
 Add: Provision for Tax                          -                     -
 
 Balance Loss Carried to Balance Sheet      347.65                388.03
 
 Working Results of the Company
 
 The Company has achieved a net turnover of Rs. 298.10 Lac as against
 Rs. 319.65 Lac (9 Mths.) during the preceding year. The loss of the
 company increased from, Rs. 288.03 Lac in the previous year to Rs.
 347.65 Lac during the year. During the turnover of the current period
 under review, sales of Telecom Cable were reduced due to a sharp
 decline in selling prices. This was a result of reduction in selling
 prices of Telecom Cables by DoT. Moreover, due to increasing
 competition and escalating raw material prices, there has been a
 further reduction in the selling prices and consequently profit margins
 of these products. The company is already exploring other Sines of
 products using the existing plant and machinery which can increase its
 turnover and wipe out the losses.
 
 As stated in the previous years report, the company had made an appeal
 to the Appellate Authority against the decision of BIFR which was
 rejected. The company has had further losses in the following year, and
 has again applied to the BIFR under laws of SICA. The same is under
 consideration with BIFR. Dena Bank has applied to the Debts Recovery
 Tribunal for winding up the company. The management has taken more
 measures to further reduce the overheads of the company and this
 alongwith additional product sales should in the coming years improve
 the cash liquidity and profitability of the company.
 
 These factors alongwith the support of the companys bankers and
 financial institution will definitely ensure availability of
 opportunities to the company to turnaround as well as to emerge as a
 profitable venture in the very near future.
 
 Dividends
 
 In view of the loss made by the company during the year 2001-2002 and
 the accumulated losses brought forward from the earlier years, your
 directors do not recommend any dividend for the year. Dividend was not
 declared for the previous year also.
 
 Human Resources
 
 Information in accordance with the provisions of Section 217(2A) of the
 Companies Act, 1956, read with the Companies (Particulars of the
 Employees) Rules, 1975, as amended, regarding employees is not being
 furnished herewith as none of the employees are drawing remuneration
 exceeding Rs. 24 Lac per annum or Rs. 2 Lac per month for part of the
 year.
 
 Directors
 
 Mr. A. Kishore retires as director at the ensuing Annual General
 Meeting of the Company pursuant to Section 256 of the Companies Act,
 1956 and being eligible, offers himself for re-appointment.
 
 Environmental issues
 
 The company is operating in accordance with the environmental
 compliance with regard to the statutory norms. The company has
 currently low wastages and no effluents are discharged into the air or
 water. Besides this, the company has developed systems and processes
 (Including re-cycling of certain chemicals) to minimise the wastages
 arising from production.
 
 Information pursuant to Section 217 (1) (e) of the Companies Act. 1956.
 
 Details on Conservation of Energy, Research and Development, Technology
 Absorption, Adaptation and Innovation, and Foreign Exchange Earnings
 and Outgo are given separately in Annexure.
 
 Directors Responsibility Statement
 
 Pursuant to the requirements of section 217 (2AA) of the Companies Act,
 1956, with respect to the Directors Responsibility Statement, it is
 hereby confirmed:-
 
 i. That in the preparation of accounts for the financial year ended
 31st March 2002, the applicable accounting standards have been
 followed.
 
 ii. That such accounting policies have been selected which have been
 applied consistently and judgements and estimates made 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 2002
 and of the loss of the company for the year under review.
 
 iii. That proper and sufficient care for the maintenance of adequate
 accounting records in accordance with the provisions of the Companies
 Act, 1955 for safeguarding the assets of the company and for preventing
 and detecting fraud and other irregularities have been taken.
 
 iv. That the annual accounts for the year ended 31st March 2002 have
 beers prepared on a going concern basis.
 
 Corporate Governance Report
 
 Under the listing Agreement with the Stock Exchanges, the provisions of
 clause 49 dealing with Corporate Governance are applicable to the
 Company, effective 31st March 2002. As required by Corporate Governance
 Report, along with a Certificate of Compliance from the Auditors Is
 attached and forms part of the Annual Report to you as Shareholders, of
 which this report is also a part. The attached Corporate Governance
 Report, including Management Discussion and Analysis Report, as
 identified by the Company Secretary has been approved by the Board.
 
 Industrial Relations
 
 The industrial relations continued to be cordial throughout the year.
 Your directors wish to place on record their sincere appreciation for
 excellent team work with which the workers and officers of the company
 at all levels contributed for the improved performance.
 
 Auditors
 
 M/s. Naresh Sharma & Co., Chartered Accountants, Auditors of the
 company retire at the conclusion of this Annual General Meeting and
 being eligible offer themselves for re-appointment.
 
 Appreciation
 
 Your directors wish to place on record their appreciation for the
 wholehearted and continued support extended by Karnataka Bank Ltd, Fort
 Branch, Dena Bank, Industrial Finance Branch and the Industrial Finance
 Corporation of India, which have always been a source of strength to
 the Company.
 
 ANNEXURE TO THE DIRECTORS REPORT DATED 30th AUGUST 2002
 
 Information pursuant to Section 217 of the Companies Act, 1956.
 
 A) Conservation of Energy
 
 The company accords great importance to the conservation of energy. The
 main focus of the company during the year was on close monitoring of
 fuel consumption.
 
 B) Research and Development
 
 The company has made various efforts especially Its in-house R&D to
 improve the technology of manufacturing Its products more effidently,
 at a lower cost and reduced wastages. Where required, certain machinery
 have been accordingly modified. R&D is also being carried out to
 develop other products which can be produced using the existing
 machinery,
 
 FORM `B
 
 RESEARCH AND DEVELOPMENT
 
 1. Specific areas in which R&D carried out by the Company Improvements
 in the Quailty and Yield of the product.
 
 2. Benefits derived as a result of above R&D Improvements in Process
 Efficiency.
 
 3. Future Plans of Action
 
 Improvements in existing product performance based on assessment of
 customers requireme
 
 4. Expenditure on R & D
 
 A. Capital: NIL
 
 B. Recurring: NIL
 
 Total: NIL
 
 C. Total R D Expenditure as percentage of total turnover
 
 TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION
 
 1. New ideas and techniques were evaluated and implemented for quality
 and productivity improvement.
 
 C) FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 a Activities relating to exports, initiatives taken to increase
 exports, development of new export markets for power and services and
 export plans.
 
 b Total Foreign exchange used and earned
 
 Rs. In Lac                                   2001-02  2000-01 (9 Mths.)
 
 Foreign Exchange Earned                          Nil                Nil
 
 Foreign Exchange Used                           0.93               1.50
 
                                          For and On behalf of the Board
                                               For VENTRON POLYMERS LTD,
 
                                                          Dr. N. Kishore
                                                              (Chairman)
 Place: Mumbai
 Date: 30th August 2002