FINANCIAL HIGHLIGHT

                                                       (RUPEES IN LACS)
                                      YEAR ENDED             YEAR ENDED
                                       31.3.2003              31.3.2002

Gross Earnings                            0.03                   0.84
Proflt/(Loss) before
Tax & Depreciation                      (55.74)                (51.60)
Depreciation                              2.04                   3.71
Profit/(Loss) after Tax                 (57.75)                (54.47)

In keeping with our global efforts, the Company established close working relationships and strategic associations In Iraq, UAE, South Africa and Texas USA during the course of the fast Financial Year. Such painstaking efforts led to the formation of tactical alliances with companies such as Exxoteq Corporation (Overseas) LLC in UAE: Exxoteq LTD in RSA (Republic of South Africa): Exxoteq USA Inc. In USA and Exxoteq (UK) LTD in UK to pursue the goal of promoting the FPSO Technology developed by the Company as well as to seek overseas contracts that could culminate in projects initiation during the current Financial Year. In this regard, In order to maximize the benefit of strong overseas networking, the Company also decided to change the name from Zenergy LTD to Exxoteq Corporation LTD.. for which, the necessary ROC approval was duty obtained.

DIRECTORS

Smt Smeeta Sawney retires by rotation and offers herself for re-appointmnet.

FINANCIAL INSTITUTIONS AND BANKS

During the month of January 2002, the Reserve Bank of India issued Revised Guidelines for Compromise Settlement of Chronic Non Performing Assets (NPAs) of Public Sector Banks that had to be initiated by the Applicant Company on or before the end of April 2003. Consequently, your Company duly applied under the stipulated scheme to the concerned Financial Institutions & Banks and we are pleased to report that the response from Financial Institutions have been most encouraging since they have invited the Company for discussing the submitted proposal for one time settlement

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PARTICULARS OF EMPLOYEES

None of the employee is drawing salary as per Section 217(2a) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules. 1975

DEPOSITORY SYSTEM

Trading in Equity Shares of your Company is permitted only in dematerliased from with effect from 25th Septemeber 2000, in terms of a notification of Securities and Exchange Board of India (SEBI).As such the company has entered into Agreements with both the Depositories viz National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for custody and Dematerilalisation cf securities and with Computech Sharecap Limited to enable members to hold shares in dematerialised form. Your Company has also made arrangements for simultaneous dematerlalisation of share certificates lodged for transfer. Those shareholders who have not opted for this facility are advised to dematerialise their shares with either of the depositories, since dematerialisation facilitates quick transfer of shares and prevent forging of documents.

RESPONSIBILITY STATEMENT

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

a) that the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual accounts:

b) that the Company has adopted prudent accounting policies:

c) that proper care has been taken (or maintenance of accounting records in accordance with the provisions of the Act: and d) that the Annual Accounts of the Company have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Listing Agreements with Stock Exchanges prescribe uniform code of Corporate Governance for the Listed Companies. It will be mandatory for your Company to implement Corporate Governance during the Financial Year 2001-2002 i.e. before 31st March. 2002. Your Company already complies with majority of the requirements of the Code. Compliance of the Code to the full extent will be ensured before the prescribed date.

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AUDIT COMMITTEE

Your Company has consituted an Audit Committee comprising the present Directors as Members of the Committee.

AUDITORS

The Company's Auditors. M/s N B Shetty & Co.. Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves tor re-appointment.