The Directors present the 29th Annual Report on the operations of your Company together with Annual Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

                                                       (Rs. in Lacs)
                                         Current Year  Previous Year

Sales                                         1680.75        1952.95
Profit/(Loss) before Financial
Charges & Depreciation                          62.99          38.95
Less : Financial Charges                         4.96           4.40
Less : Depreciation                             64.11          65.35
Profit/(Loss) Before tax                       (6.08)        (30.80)
Provision for Tax                                   -              -
Profit/(Loss) after tax                        (6.08)        (30.80)
Add : Brought forward Profit/(Loss)         (2151.72)      (2120.92)
Balance Carried to Balance Sheet            (2157.80)      (2151.72)

During the year under review, the total sales of your Company were Rs.1680.75 lacs as against Rs.1952.95 lacs for the previous year. The Profit before financial charges and depreciation amounted to Rs.62.99 lacs as compared to Rs.38.95 lacs in the previous year. The net loss for the year was Rs.6.08 lacs as compared to Rs 30.80 lacs during previous year.

DIVIDEND

Your directors regret their inability to propose any dividend in view of the loss for the year under review.

CURRENT YEAR'S PERFORMANCE

The Company is focusing on Lighting Electronics business. In the 1st quarter ended June, 2014 the Company has recorded sales of Rs.465.17 lacs as compared to Rs.515.63 lacs for the corresponding period last year. The Company is hopeful of improving the situation substantially in coming quarters.

RESEARCH & DEVELOPMENT

The Research and Development Centre of your Company has been providing useful support towards developing of new products and improving quality of existing products. We have successfully developed many products in Lighting Electronics Industry which have been approved by International Certification Laboratory of Osram, the major customer of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The detailed information as required Under Section 217(1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in report of the Board of Directors) Rules 1988, is enclosed as per Annexure-I.

DIRECTORS

Shri Aijaz Ghaffar will retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors have appointed Mr. Ajay Kumar Singhal, as additional Director w.e.f. August 13, 2014, on the Board of the Company at their meeting held on August 13, 2014, subject to his regular appointment in the Annual General Meeting. In accordance with the Articles of Association of the Company and the Companies Act, 2013, Mr. Ajay Kumar Singhal holds office till the ensuing Annual General Meeting. The Company has received Notice in respect of Mr. Ajay Kumar Singhal from a member under Section 160 of the Companies Act, 2013 proposing his appointment as Director of the Company liable to retire by rotation.

Consequent to notification of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of all Independent Directors viz Mr Sunil Kumar Bhattacharya, Mr Hamidulla Kabir Khan and Mr Bharat Bhushan Jain for five consecutive years from the ensuing Annual General Meeting and they shall not be liable to retire by rotation. The Company has received Notices in respect of aforesaid Directors under Section 160 of the Companies Act, 2013 proposing their appointment as Independent Directors of the Company.

Your Directors recommend the re-appointment/ appointment of the above Directors at the ensuing Annual General Meeting. The information on the particulars of Director eligible for re-appointment/appointment in terms of Clause 49 of the Listing Agreement has been provided in the notes to the notice convening the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies act, 1956, the Directors would like to assure the Members that the financial statements for the year under review, confirm in their entirety to the requirements of the Companies Act, 1956.

The Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors had 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 2014 and of the loss of the company for that period;

3. 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;

4. that the directors had prepared the Annual Accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS

A report in the form of Management Discussion and Analysis pursuant to clause 49 of the listing agreement, as a part of this report is annexed hereto as Annexure - II.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the auditors of the Company confirming the compliance of Clause 49 of listing agreement is included in the annual report.

A Certificate has been given by the Chairman & Managing Director and Manager (Finance & Accounts) to the Board, as per requirement of Clause 49 (V) of the Listing Agreement is attached to the report.

REFERENCE TO BIFR

The Company was declared Sick in April, 2006 by Hon'ble Board for Industrial & Financial Reconstruction (BIFR) and Bank of India had been appointed as Operating Agency to work out a Rehabilitation Plan and submit the same to the Hon'ble BIFR. The Company/Promoters have settled with all Secured Creditors and payments are being made in line with agreed terms. The draft Rehabilitation Scheme submitted by the Company has been sanctioned by BIFR. Pursuant to the said sanction, the loans taken over by the Promoters and the Strategic Investor have been converted into Unsecured Zero Coupon Convertible Bonds of Rs. 1000/- each ("Bonds") and the said Bonds shall be converted into equity shares of the Company of Rs. 10/- each at a premium of Rs. 20/- each in a phased manner.

BIFR has declared the company as a "Relief Undertaking" and grants all benefits and concessions relating to deferment of Sales Tax for a period of 5 years as per the State Government policy guidelines for sick industrial units. BIFR has also granted other reliefs including exemption / grant of relief to the Company from certain provisions of the Income Tax Act and waiver of interest / damages on delayed payments of PF or ESI (subject to consideration of respective authorities).

AUDITORS

The retiring Auditors of the Company M/s. Shanti Prashad & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from them that their re-appointment, if made, would be within the prescribed limits under Section 139 read with Section 141 of the Companies Act, 2013.

AUDITORS' OBSERVATIONS

The Auditors in their report have invited attention on Emphasis of Matter Paragraph of Notes on Accounts-Note No.6 and 16. The notes are self-explanatory. However directors would like to inform you that:

(a) Regarding Point No. 6, the accounting treatment has been done in line with the scheme sanctioned by Hon'ble BIFR.

(b) Regarding Point No.16, receivables outstanding for more than 6 months, the Management is trying its best to recover the receivables in full; hence no provision has been made.

COST AUDITORS

The Board has re-appointed M/s N.N. Sharma & Associates as the Cost Auditors of the Company in accordance with Section 233B of the Companies Act, 1956 and in conformity with the directives of the Central Government, for the audit of the cost accounts of the Company for the Financial Year 2013-14. The Cost Audit Report for the financial year 2012-13 has been filed with the Central Government within the stipulated time on September 27, 2013.

PERSONNEL

The employee relation in your company continues to be excellent. Employee participation in various improvement programs initiated by the company is encouraging.

PARTICULARS OF EMPLOYEES

Provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable since there are no employees drawing remuneration exceeding limits prescribed therein.

COMPLIANCE CERTIFICATE

The Company has obtained the Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 from a Practicing Company Secretary and forms annexure to this Report.

ACKNOWLEDGEMENT

Your Directors are grateful to the various Government Authorities, Financial Institutions and Banks, Business Constituents and Shareholders for their continued co-operation and support to the Company.

Your Directors also express their deep appreciation of the devoted and unstinted services tendered by workers, staff and executive at all levels.

For and on behalf of the Board of Directors

S.K. MALIK CHAIRMAN & MANAGING DIRECTOR

Place: New Delhi Date: August 13, 2014