(Rs. in Lacs)

                                            31.03.2004   31.03.2003

Gross Profit                                     35.95        39.58

Less : Depreciation                              29.22        25.97

Net Profit before tax                            06.73        13.61

Less : Amortisation of Exp.                      06.71        13.42

Balance Profit                                    0.02         0.19

Profit/Loss Brought Forward                     307.10     (307.29)

Appropriations

Balance carried to Balance Sheet              (307.07)     (307.10)

                                              (307.07)     (307.10)

The Directors regret that they are unable to recommend any dividend for the year ended March 31, 2004 in view of the current year's profit been wiped out by the accumulated losses of the earlier financial years

DIRECTORS :

Pursuant to Article 41 of the Articles of Associations of the Company, Shri G. B. Ghodke, Shri Devendra Kamat and Shri S. Ravindranathan retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment

FIXED DEPOSITS :

The Company has not accepted any deposits from public during the financial year under review within the meaning of Section 588A the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 2 of the Companies (Disclosure of Particulars I the Report of Board of Directors) Rules, 1988 relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo forms part of this report and is given by way of Annexure 1.

AUDITORS :

M/s. Sanzgid Acharya & Associates, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement, a separate report on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors' Report.

PARTICULARS OF EMPLOYEES :

The Company has no employees of the specified categories under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended up to date.

DIRECTORS' RESPONSIBILITY STATEMENT, PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

(i) That in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimated 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 and of the profit or loss of the Company for that period.

(iii) 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;

(iv) That the Directors had prepared the Annual Accounts on a going concern basis.

EXPLANATION U/S. 217(3) OF THE COMPANIES ACT, 1956:

Note No. (ix) (g) to Annexure to Auditors' Report:

Due to financial crunch, the Company was finding it difficult to make timely payment of statutory dues as mentioned in captioned Note with the respective authorities. Presently, every efforts is being made to regularize the said payments in timely manner.

APPRECIATION :

The Directors express their warm appreciation to the Company's Bankers and all the employees-of the Company for their continued support and co-operation.

                          For and on behalf of the Board of Directors.

Place : Mumbai                           RAMAKANT S. ANGLE
Date : July 22, 2004                         CHAIRMAN

Information In terms of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

A. CONSERVATION OF ENERGY

Energy conservation features are inbuilt In the plant as reported in the previous year.

B. TECHNOLOGY ABSORPTION

a) Research and Development : The Company has carried out Research & Development in the form of process innovation 8 development of new products.

b) Benefits derived: Improvement in process efficiencies and product quality.

c) Future Plan of action: Major thrust in development of new products & processes.

TECHNOLOGY ABSORPTION, ADOPTION & INNOVATION

a. Technical absorption, adoption and innovation have insured through recruitment of qualified and capable personnel and placing great emphasis on young employees with right aptitude and giving them appropriate training. Participative and open management style, which encourages idea generations, has greatly facilitated the technology absorption and innovation process.

b. The benefits derived have been in the form of product development, improved quality. high productivity and lower costs.

c. The Company has not imported any technology so far.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings : $ 60,423

Outgo : $ 1,34,808 JPY 39,50,000 14,800 (Pound Sterling)

                             For and on behalf of the Board of Directors.

Place: Mumbai                             RAMAKANT S. ANGLE
Date : July 22, 2004                          CHAIRMAN