(Rs. In lakhs) 
FINANCIAL RESULTS:                              2010-2011    2009-2010

Sales.                                            5013.94      4535.54

Profit before Interest & Depreciation              164.37        86.42

Less: Interest                                       0.28         8.58

Less: Depreciation                                 107.45       107.53

Profit after Depreciation                           56.37       (29.69)

Less: Provision for Tax (MVAT)                          -            -

Less: Provision for Tax (FBT)                           -

Short provision for Income Tax in respect of 
earlier years                                       18.63            -

Profit after Tax                                    38.01       (29.69)

Balance carried to Balance Sheet                  (928.91)     (966.92)

The observation regarding non-provision of gratuity and leave encashment, it is informed that they are provided in the Books in the year in which it is paid.

The observation regarding the non-provision of Managing Director's remuneration, the company has received approval from Central Government on 6th July 2003 subject to consent from bank. The company has made full payment to Bank of Baroda now such content is nor required and accordingly the company will make payment from 2011-12

All other remarks made by Auditors in their Report and noted are self-explanatory and will be suitably dealt with.

BIFR

In term of annexed account net worth of the company had been completely eroded and the company continues to be a Sick Industrial Company within the meaning of clause (O) of sub. Section (1) of Section 3 of the Sick Industrial Company (Special Provision) Act 1986 and the company is already registered with BIFR on 29.09.2003. BIFR has declared company vide there order dated 18.04.2006 however Company has filed an appeal against BIFR order as certain terms were not acceptable to the Company. Subsequent to this management / company has settled the secured creditor Bank of Baroda and the Company has received "NO DUE" CERTIFICATE FROM Bank of Baroda.

CORPORATE GOVERNANCE

As referred in Auditors report on corporate governance company has not complied with certain provisions of clause 49 of the listing agreement specifically with regard to constitution of Audit Committee, Composition of Directors, and other compliance provisions, reporting requirements etc, since company is Sick unit as per provision of SICA Act, 1985 company has delayed in compliance of provision and reporting requirements however company in the process of regularizing the same.

Pursuant to Clause 49 of Listing Agreements with the Stock Exchanges, a report on Corporate Governance with Auditors' Certificate on compliance of conditions of Corporate Governance and a Management Discussion & Analysis Report have been attached to form part of the annual Report.

DIRECTORS

Shri Chanderbhan Agarwal and Shri N. K. Pokharna Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

To appoint additional Director Mr. Sanjay V. Agarwal who eligible, offers himself for appointment.

ENVIRONMENTAL PROTECTION AND POLLUTION CONTROL:

As required by pollution control laws, the Company has complied with the provisions of applicable Environmental Laws.

We have established water and air pollution control system at our unit. Our environmental programme is administered internally by our Engineering Department and includes monitoring, measuring and reporting compliance, establishing safety programs and training our personnel in environmental and safety matters.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that-

(a) The applicable accounting standards have been followed in the preparation of the Annual accounts.

(b) Such accounting policies have been selected and applied consistently and judgment and estimates made reasonably and prudently so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and its loss for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on the basis of going concern.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

AUDITORS AND THEIR REPORT

The Auditors of the Company M/s. Rajiv Pethkar & Associates, Chartered Accountants, appoint at the forthcoming Annual General Meeting and being eligible, offer themselves for appointment. The Company has received certificate from them Under Section 224(1 -B) of the Companies Act, 1956.

COMPANY SECRETARY

The Company does not have a Whole time Company Secretary in employment as on the date of Balance Sheet as required by the section 383 A of the Company's Act 1956.

EMPLOYEES

Industrial relations in the Company continued to be cordial as in the past. The information as per Section 217(2A) of Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended w.e.f. 17.04.2002 are not given as none of the employees of the Company is covered under the said section.

DEMATERIALISATION OF EQUITY SHARES

The Securities and Exchange Board of India (SEBI) on 29th May, 2000 has notified certain scripts to be covered under compulsory demat but company has not yet dematerialized its shares. The company is taking necessary steps to complete the formalities and expect to complete the same at the earliest.

CONSERVATION OF ENERGY. TECHNOLOGY AND ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the requirements of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 a statement showing particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS :

Industrial relations on the whole have been cordial and your Directors take this opportunity to express their appreciation for the sincere efforts put in by the workers and staff at all levels.

SAD DEMISES

Our chairman Mr. Vinod Agarwal Passed away on 6th March 2011 and all of us have deep pain for this our Board, sharesholders, dealers, customers & suppliers, staff, labourers & officers, executives has given condelonces and Board covey their sincere appreciation for his support and confidence provided to all of us, and all of us wish to have peace to departed soul.

ACKNOWLEDGEMENTS

Your directors convey their sincere appreciation to the shareholders, dealers, customers, suppliers and other business associates for their continued support and the confidence placed in the management of the company.

                       For and on behalf of the Board of Directors

                         Rajendra Kumar Agarwal        N K. Pokharna

Place: Mumbai            (Managing Director)      (Whole Time Director)