OPERATIONS

The sales and other income during the year ended 31st March, 2004 amounted to Rs.487.74 lacs as against Rs.1448.23 lacs during the previous year ended 31st March, 2003. The cash loss before depreciation amounted to Rs.291.91 lacs during the year ended 31st March, 2004 as against cash loss of Rs. 115.28 lacs during the previous year ended 31st March, 2003. The accumulated losses as at 31st March, 2004 amounted to Rs.2890.45 lacs. The operations during the year were adversely affected due to sluggish demand and unremunerative prices of Company products on account of continued imports at cheaper rates.

The sluggish demand for the laminates related Industries continued throughout the year. The Anti Dumping Duty (ADD) which was notified by the Ministry of Finance, Govt. of India against our application filed in the month of September, 2002 was not only inefficacious but also came too late and was not able to give any support to domestic industry. This duty was also lately withdrawn by Govt. of India.

The Board of Directors of the company arrived at a conclusion that under the prevailing circumstances it was not possible for the company to make its net worth positive in the foreseeable future. This was despite all the efforts and tremendous all round support rendered by the main promoter, Apollo Tyres Ltd., particularly its infusion of interest free funds in the company to the tune of Rs.32.70 crores in the last few years. The Company requested BIFR to consider this conclusion about the company not being viable in the present circumstances and pass a suitable order under the applicable provisions of the Sick Industrial Companies (Special Provisions) Act, 1985.

The Company closed its operations w.e.f 1/2/04 on permanent basis and gave requisite notice under Industrial Disputes Act.

BIFR passed an order on 5.4.02004 stating that under the current circumstances the Company is not likely to become viable on a long term basis and hence it is just, equitable and in public interest that the company is wound up under section 20(1) of the Act.BIFR has issued a show cause notice to all concerned in this regard.

RAW MATERIAL

Your company has been able to procure the raw materials as per its requirement.

DIVIDEND

In view of the accumulated losses, no dividend is being recommended by the Directors for the year under review.

AUDITORS REPORT

The comments by the Auditors in para 11 of annexures to Audit Report are on account of operational losses resulting into liquidity constraints and the Company has not been able to pay to its Debentureholders & working capital dues to Bank.The other observations of Auditors have been suitably explained by way of notes to accounts M/s C.C.Chokshi & Co. Ahmedabad Auditors of the company will retire at the ensuring Annual General Meeting and are eligible for re-appointment.

DEMATERIALISAT1ON OF SHARES

The shares of the company are under compulsory Oemat list of SEBI. The shares of the company are presently listed at Bombay Stock Exchange and Delhi Stock Exchange. The company had signed an agreement with Central Depositary services (India) Limited for de-materialisation of Companys shares. The company has till date dematerialised approx.45 % of Equity Share Capital.

BOARD OF DIRECTORS

Shri Rajesh Varma has resigned w.e.f. 19th Feb, 2004. GI1C vide their letter dated 31st March, 2004 have withdrawn nomination of its Directors Shri N.R.Desai & Shri A.B.Shah from the Directorships of the company.

The Board places on record its appreciation for the services and valuable guidance rendered by Shri Rajesh Varma, Shri N.R.Desai and Shri A.B.Shah.

FIXED DEPOSITS

Your company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

PERSONNEL

There are no employees during the period drawing remuneration specified under section 217(2)(A) of the Companies Act, 1956. As such no particulars are required to be furnished.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under section 217(1)(e) of the Companies (Disclosure ot Particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure "A" forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1966

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956, the Board of Directors of the company confirm:

i) that the preparation of the annual accounts for the financial year ended 31st March, 2004 the applicable accounting standards have been followed and there has been no material departure,

ii) that the selected accounting policies were applied consistently and the directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st march 2004 and the loss of the company for the year ended as on date;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records In accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts have been prepared on a going concern basis;

ACKNOWLEDGEMENTS

Your Directors wish to thank the Government of Gujarat for their continued patronage. The Board is als sincerely thankful to Financial Institutions, Banks, Customers, Shareholders and Debentureholders fc giving all round support to company. Your Directors also appreciate sincere efforts and cooperation extende by the employees of the company.

                                         FOR AND ON BEHALF OF THE BOARD
Date: 21st May, 2004
Place: Gurgaon                   (S.SANKARAN)                (AMIT ROY)
                                   (DIRECTOR)                (DIRECTOR)

The Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988.

A. CONSERVATION OF ENERGY: Not applicable

B. TECHNOLOGY ABSORPTION

I. RESEARCH & DEVELOPMENT

a) Specified area in which R&D is carried out by the Company:- In view of losses no R&D activities were carried out during the period under review.

b) Benefits Derived as a result of R&D:- Not applicable

c) Future Plan of Action:- Not applicable

d) Expenditure on R&D: Not applicable

II. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

a) The Company is continuously innovating Technology to meet its requirements.

b) Benefits derived as a result of the above efforts:

c) i) Technology: Technology for manufacture of copper clad laminate;

ii) Year of import: Technology was imported during 1992.

iii) Has technology been fully absorbed: The Company has absorbed the technology and modified it to suit the customers requirements

iv) If not fully absorbed, areas: where this has not taken place, reasons therefore and future - plan of action.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Earning: Nil (Previous year nil)

Outgo: Rs.82.77 lacs (Previous year Rs. 496.47 lacs)