Directors Report of Linaks Micro Electronics Ltd.

Mar 31, 2014

The Members,

The Directors hereby present the Twenty ninth Annual Report of the Company for the period 1st October, 2013 to 31st March, 2014.

SUMMARISED FINANCIAL RESULTS

(Rs. in Lacs)

During the period ended

31.03.2014 30.09.2013

Sales and other income 0.00 18.79

Profit/Loss before amortisation, -6.57 8.42 and depreciation

Less: Amortisation 0.00 0.00

Depreciation 0.00 0.00

Profit/Loss before Tax -6.57 8.42

YEAR UNDER REVIEW

During the current period under review Company''s Modified Rehabilitation Scheme was cleared by the Hon''ble Board of Industrial & Financial Reconstruction. Having settled all the Institutional Dues in the previous year itself we have now embarked on the path of settling the statutory dues in a phased manner. Simultaneously we are working full throttle on the refurbishing and repair of the plant and equipment which have since been installed post relocation. Clearances from various agencies are being reactivated and the plant should get energized from the local utility soon. Most of the repair and trial work is being done through temporary power connection and in-house captive power.

OUTLOOK FOR THE CURRENT YEAR

Machines and equipments which have been virtually idle for over nine years take some doing to get them up and going. And this exercise would eat into the better part of the current year before we could take up any serious trial runs. Market-wise we do not see any major impediment in re-establishing ourselves. Our initial feelers in the PCB market and also to our old customers has met with encouraging results. DIVIDEND

In view of carry forward losses, no dividend payout for the period under review is being recommended.

DIRECTORS

During the period since last report, Mr. R.K. Mehra, one of the promoter directors passed away on 08.11.2013. At the outset your Directors would like to record their deep appreciation for the valuable services and guidance rendered by Mr. Mehra during his tenure as Director of the Company. Your Directors also record condolences on the passing away of Mr R. K. Mehra and the Linaks'' family offers its commiserations to his grieved family.

Further during the period since last report, Mr. Pradeep Kumar resigned from the Directorship of the Company w.e.f. 30.05.2014. Your Directors would like to record their deep appreciation for the valuable services and guidance rendered by Mr. Pradeep Kumar during his tenure as Director of the Company.

Moreover, Mr. Siddharth Singh and Dr. Gautam Singh are persons, who have been longest in the office since the last appointment of Directors and in terms of the provision of the Companies Act as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting. However, they are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the block of three years 2014-15 to 2016-17, pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, and fix their remuneration. The retiring auditors M/s S.R. Gupta & Co., Chartered Accountants, Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required under the Companies Act.

ACCOUNTS AND COMMENTS IN THE AUDITORS'' REPORT

The points referred to by the Auditors in their report are self- explanatory and/are covered in Note on Accounts, especially Note No. 3(i) to (iv) of the Notes on Accounts.

SECRETARIAL COMPLIANCE CERTIFICATE A copy of the Secretarial Compliance Certificate issued by M/s Rajeev Kumar & Co., Company Secretaries, Lucknow in whole-time practice pursuant to the Proviso to Section 383A(1) of the Companies Act, 1956 is annexed hereto and forming part of this report. CORPORATE GOVERNANCE

Your Company has already implemented the requirement of Clause 49 of the Listing Agreement i.e. Corporate Governance. As required a Management Discussion and Analysis Report and Directors'' Report as well as Auditors'' Certificate on Corporate Governance are given alongwith this report.

AUDIT COMMITTEE

The Audit Committee is being restructured after the demise of Mr. R.K. Mehra and resignation of Mr. Pradeep Kumar. The Committee performs such functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.

DEMATERIALISATION OF THE SHARES OF THE COMPANY

Trading in shares of the Company has been made compulsory in dematerialised form w.e.f. 28.09.2000 by all investors as per directives given by SEBI. Equity Shares of the Company of nominal value of Re.1/- each are available for dematerialisation under new ISIN INE028C01027 with CDSL and NSDL.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT, 1956:

A. Information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earning and outgo are as under:

a. Conservation of Energy:

Due to high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation in units of 125 KVA each. This is providing flexibility of usage thereby keeping the power consumption low. Other ongoing measures like Power factor improvement, use of new breed of low wattage high luminescence fittings etc. have been carried out.

b. Technology Absorption:

i. Research and Development (R&D)

Since the Company does not have any R & D department or have carried R&D activities, the information in this regard is Nil. However, we do lot of reverse engineering to develop our own formulations and machine control circuits.

ii. Technology Absorption, Adaptation and Innovation

MLB technology has been absorbed.

c. Foreign Exchange Earning and Outgo:

Foreign exchange earning and outgo during the year under review were equivalent to Rs. NIL (previous year Rs. NIL).

B. Particulars of Employees

None of the employees of the Company was in receipt of a remuneration of Rs. 500000/- or more p.m. if employed for a part of the year under review or Rs.6000000/- or more p.a. if employed throughout the said year, the particulars of which are required to be given pursuant to the provisions of Section 217(2a) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

C. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial period ended 31st March, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care 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 Directors have prepared the accounts for the financial period ended 31st March, 2014 on a ‘going concern'' basis.

ACKNOWLEDGEMENT

Your Directors record their appreciation to its team of employees for their unstinted and single minded devotion to the task at hand.

For and on behalf of the Board of Directors

Place: Lucknow (U.B. Singh) (Anil Kumar Singh)

Date : 30th May, 2014 Director Managing Director

---

Mar 31, 2012

To The Members

The Directors hereby present the Twenty sixth Annual Report of the Company for the year ended on 31st March 2012.

SUMMARISED FINANCIAL RESULTS

(Rs. in Lacs) During the year ended 31.03.2012 31.03.2011

Sales and other income 4.01 11.06

Profit/Loss before amortisation. (-) 28.76 (-) 54.18 and depreciation

Less: Amortisation 0 0.00

Depreciation 77.90 78.84

Profit/Loss before Tax (-)106.66 (-) 133.02

YEAR UNDER REVIEW

During the current year we settled the principal OTS dues of IDBI' PICUP and UPFC and partially that of SBI. The OTS LOI of SB1 was received as late as Feb 2012 with a payment schedule stretching upto October 2012 hence it could only be cleared partially. After receiving the No Dues Certificates from the Institution we would submit a modified scheme to the hon'ble BIFR for approval. This should happen sometime in the third quarter of the coming financial year. Meanwhile we have commenced the maintenance and refurbishing work on the equipments which were idle for a very long time. All in all we moved on the charted course during the year without any major hiccups.

OUTLOOK FOR THE CURRENT YEAR

As reported last year India has become a huge player in the European & US PCB market during the last couple of years and today there are at least half a dozen units with 100 Crore plus turnover. This trend is holding inspite of all the slow downs and hope to afford us a smooth re.entry once we recommence our production.

DIVIDEND

In view of continued losses' no dividend payout for the year under review is being recommended.

DIRECTORS

Mr. R.K. Mehra and Mr. Siddharth Singh are persons' who have been longest in the office since the last appointment of Directors and in terms of the provision of Section 255 of the Companies Act' 1956 as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting. However' they are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors M/s S.R. Gupta & Co.' Chartered Accountants' Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required by Section 224(1B) of the Companies Act' 1956.

ACCOUNTS AND COMMENTS IN THE AUDITORS' REPORT

The points referred to by the Auditors in their report are self. explanatory and are covered in note no. 3 (i) to (ix) of the Notes to Accounts.

CORPORATE GOVERNANCE

Your Company has already implemented the requirement of Clause 49 of the Listing Agreement i.e. Corporate Governance. As required a Management Discussion and Analysis Report and Directors' Report as well as Auditors' Certificate on Corporate Governance are given alongwith this report.

AUDIT COMMITTEE

The Audit Committee is Comprising of three independent directors' namely Mr. Pradeep Kumar. Dr. Gautam Singh and Mr. R.K. Mehra. The Committee performs such functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.

DEMATERIALISATION OF THE SHARES OF THE COMPANY

Trading in shares of the Company has been made compulsory in dematerialised form w.e.f. 28.09.2000 by all investors as per directives given by SEBI. Accordingly the Equity Shares of the Company are available for dematerialisation under ISIN 1NE028C01019 with CDSL and NSDL.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT. 1956:

A. Information in respect of Conservation of Energy' Technology Absorption and Foreign Exchange Earning and Outgo:

Information pursuant to Section 217(l)(e) of the Companies Act' 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules' 1988 relating to conservation of energy' technology absorption and foreign exchange earning and outgo are as under:

a. Conservation of Energy:

Due to high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation in units of 125 KVAeach. This is providing flexibility of usage thereby keeping the power consumption low. Other ongoing measures like Power factor improvement' use of new breed of low wattage high luminescence fittings etc. have been carried out.

b. Technology Absorption:

i. Research and Development (R&D)

Since the Company does not have any R&D department or have carried R&D activities' the information in this regard is Nil. However' we do lot of reverse engineering to develop our own formulations and machine control circuits.

ii. Technology Absorption' Adaptation and Innovation

MLB technology has been absorbed.

c. Foreign Exchange Earning and Outgo:

Foreign exchange earning and outgo during the year under review were equivalent to Rs. NIL (previous year Rs. NIL).

B. Particulars of Employees

None of the employees of the Company was in receipt of a remuneration of Rs. 500000/. or more p.m. if employed for a part of the year under review or Rs.6000000/. or more p.a. if employed throughout the said year' the particulars of which are required to be given pursuant to the provisions of Section 217(2 A) of the Companies Act' 1956 read with the Companies (Particulars of Employees) Rules 1975. '

C. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the

Companies Act. 1956' with respect to Directors' Responsibility

Statement' it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31st March' 2012' the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care 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 Directors have prepared the accounts for the financial year ended 31st March' 2012 on a 'going concern' basis.

ACKNOWLEDGEMENT

Your Directors record their appreciation to its team of employees for their unstinted and single minded devotion to the task at hand. We are also grateful to the financial institutions for their patience and according OTS.

For and on behalf of the Board of Directors

Place: Lucknow (R.K. Mehra) (Anil Kumar Singh)

Date: 30th July' 12 Director Managing Director

---

Mar 31, 2010

The Directors hereby present the Twenty Fourth Annual Report of the Company for the year ended on 31st March 2010.

SUMMARISED FINANCIAL RESULTS

(Rs. in Lacs)

During the year ended

31.03.2010 31.03.2009

Sales and other income 9.75 15.48

Profit/Loss before amortisation, (-) 7.96 (-) 7.71 and depreciation

Less: Amortisation 0.00 14.14

Depreciation 78.84 78.99

Profit/Loss before Tax (-) 86.80 (-)100.84

YEAR UNDER REVIEW

This year held out the hope for successful conclusion of the extremely long drawn out SAC formation by the Government of U.P. thereby removing the last bottleneck. Little did we realise what was in store for us. First quarter of the current year saw the resignation of the designated SAC chairman a major setback. The exercise for substitute nominations to SAC got further complicated by the decision of the CMs secretariat to wait for suitable candidates to become available rather than identifying them from the panel. We again knocked at the doors of the CM for intervention through a request letter from CII, Northern Region Chairman in September 2009. Action still pending .

The above non-progress came-up for discussion before the Honble BIFR bench and our OA conveyed the reasons for tardiness. The Board took a dim view of the state of affairs and has directed the State Government Agencies to accelerate matters without delay.

In view of the endless wait and procedural stalemate we have decided to proactively seek independent settlement with each of the Institutions separately beginning with those who were in principle agreeable in the first place. The hitherto pursued option of simultaneous back-to-back OTS ensured that the Investors exposure was covered by the simultaneous release of secutity in their favour. In the proposed alternative we would have to look for ways to overcome the lack of recourse to the OTS funding entities and the same is being worked out by us.

OUTLOOK FOR THE CURRENT YEAR

PCB industry worldwide entered a negative cycle post Sub Prime Recession early 2009 and it is only now that signs of recovery have started to sprout. India, was never really affected because of its robust domestic demand and low export dependence. Our post revival business plan is focused more on quick-turn-around pilot production niche . The past trend of pre-recession Globalization giving way to post-recession emphasis on reverse innovation puts

Annual Report 2009-2010

the onus of initiative on countries like India. Hence a good opportunity for the prepared PCB shops in India.

DIVIDEND

In view of continued losses, no dividend payout for the year under review is being recommended.

DIRECTORS

Mr. Siddharth Singh and Mr. Pradeep Kumar are persons, who have been longest in the office since the last appointment of Directors and in terms of the provision of Section 255 of the Companies Act, 1956 as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting. However, they are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors M/s S.R. Gupta & Co., Chartered Accountants, Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required by Section 224(1B) of the Companies Act, 1956.

ACCOUNTS AND COMMENTS IN THE AUDITORS REPORT

The points referred to by the Auditors in their report are self- explanatory and are covered in the Notes to Accounts. However, as regards point no. 2 of the Auditors Report and point nos. (ix)(a) and (xi) of the Annexure to the Auditors Report are concerned your Directors have to state as under:

a. Reg. Point no. 2 of the Auditors Report for non-providing of Interest on Term and Working Capital Loans from financial institutions and bank, it is hereby submitted that on the Companys Negotiated Settlement proposal, Honble BIFR has issued Letter dated 16.01.2004 to this effect. Moreover, interest on unsecured loan from M/s Kala Holdings Pvt. Ltd. (an NBFC) has not been provided due to pending dispute. Further, interest an funded CST and UPTT and statutory dues of PF & ESI has also not been provided as the company has sought extention of relief in pending DRS before Honble BIFR.

b. Reg. Point no. (ix)(a) of the Annexure to the Auditors Report- It is submitted that the Companys Negotiated proposal has not yet been finalized by BIFR and it could not arrange funds. Hence, during the year under review, due to paucity of funds, the Company could not make timely payments of the Provident Fund dues and Gratuity Premium.

c Reg. Point no. (xi) of the Annexure to the Auditors Report- It is submitted that consequent upon the Company becoming a sick industrial undertaking within the meaning of Section 3(l)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985, your Directors made a reference under SICA to BIFR in Nov98. A Negotiated Settlement proposal is under active consideration of Honble BIFR and still awaiting decision of State Government after the recommendations of Settlement Advisory Committee on concessions and waivers are received.

CORPORATE GOVERNANCE

Your Company has already implemented the requirement of Clause 49 of the Listing Agreement i.e. Corporate Governance. As required a Management Discussion and Analysis Report and Directors Report as well as Auditors Certificate on Corporate Governance are given alongwith this report.

AUDIT COMMITTEE

The Audit Committee is Comprising of three independent directors, namely Mr. Pradeep Kumar, Mr. R. K. Mehra and Dr. Gautam Singh. The Committee performs such functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.

DEMATERIALISATION OF THE SHARES OF THE COMPANY

Trading in shares of the Company has been made compulsory in dematerialised form w.e.f. 28.09.2000 by all investors as per directives given by SEBI. Accordingly the Equity Shares of the Company are available for dematerialisation under ISIN INE028C01019 with CDSL and NSDL.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT, 1956:

A. Information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earning and outgo are as under:

a. Conservation of Energy:

Due to high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation in units of 125 KVA each. This is providing flexibility of usage thereby keeping the power consumption low. Other ongoing measures like Power factor improvement, use of new breed of low wattage high luminescence fittings etc. have been carried out.

b. Technology Absorption:

i. Research and Development (R&D)

Since the Company does not have any R&D department or have carried R&D activities, the information in this regard is Nil. However, we do lot of reverse engineering to develop our own formulations and machine control circuits.

ii. Technology Absorption, Adaptation and Innovation

MLB technology has been absorbed.

c. Foreign Exchange Earning and Outgo:

Foreign exchange earning and outgo during the year under review were equivalent to Rs. NIL (previous year Rs. NIL).

B. Particulars of Employees

None of the employees of the Company was in receipt of a remuneration of Rs. 200000/- or more p.m. if employed for a part of the year under review or Rs.2400000/- or more p.a. if employed throughout the said year, the particulars of which are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

C. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care 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 Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors record their appreciation to its team of employees for their unstinted and single minded devotion to the task at hand. We are also grateful to the financial institutions for their constructive support and assistance.

For and on behalf of the Board of Directors

Place: Lucknow (R.K. Mehra) (Anil Kumar Singh)

Date: 29, July 2010 Director Managing Director

---

Mar 31, 2009

The Directors hereby present the Twenty Second Annual Report of the Company for the year ended on 31st March 2009.

SUMMARISED FINANCIAL RESULTS

{Rs. in Lacs)

During the year ended

31.03.2009 31.03.2008

Sales and other income 15.48 17,29

Profit/Loss before interest, (-) 7.71 (-)2.37 amortisation and depreciation

Less: Interest 0.00 - 0.03

Amortisation 14.14 12.16

Depreciation 78.99 78.99

Profit/Loss before Tax (-) 100.84 (-)93.55

YEAR UNDER REVIEW

The new Chief Secretary advised us to gel a request letter addressd to the Honble Chief Minister from the Chairman NR of C1I highlighting the need for expeditious action in activating the SAC in-order to get the revivable units up and running. This letter of request was received in CMs office in September 2008 and from October onwards things started moving. Some delay did ensue because of the posting of new Principal Secretary Finance also happening at the same time.

A retired Justice of Allahabad High Court has been identified and nominated as the Chairman of the SAC. Nomination of the second member is in process. Appointment of the Chairman got finalized by the end of February 2009. So by all estimates the SAC should be activated by the second quarter of the coming financial year.

OUTLOOK FOR THE CURRENT YEAR

World PCB Markets continuing buoyancy has been hampered by the Global Financial meltdown. Consequently die FDIs and MAs in PCB sector have also received a set back during the current period. Hopefully the end of the tunnel is in sight and over the next year things should be back to normal.

DIVIDEND

In view of continued losses, no dividend payout for the year under review is being recommended.

DIRECTORS

During the year under review Mr. Y.S. Kapadia resigned from the directorship of the Company w.e.f. 29.12.2008. Your Directors take this opportunity to place on record their deep appreciation for the valuable services and guidance rendered by Mr, Kapadia during his tenure as Director of the Company.

Mr. Udayan Singh and Mr. R.K. Mehra are persons, who have been longest in the office since the last appointment of Directors and in terms of the provision of Section 255 of the Companies Act, 1956 as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting. However, they are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors M/s S.R, Gupta & Co., Chartered Accountants, Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required by Section 224(1B) of the Companies Act, 1956.

ACCOUNTS AND COMMENTS IN THE AUDITORS REPORT

The points referred to by the Auditors in their report are self- explanatory and are covered in the Notes to Accounts. However, as regards point no. 2 of the Auditors Report and point nos. (ix)(a) and (xi) of the Annexure to the Auditors Report are concerned your Directors have to state as under:

a. Reg, Point no. 2 of the Auditors Report for non-providing of Interest on Term and Working Capital Loans from financial institutions and bank, it is hereby submitted that on the Company" s Negotiated Settlement proposal, Hon ble B1FR has issued Letter dated 16.01.2004 to this effect. Moreover, interest on unsecured loan from M/s Kala Holdings Pvt. Ltd. (an NBFC) has not been provided due to pending dispute.

b. Reg. Point no. (ix)(a) of the Armexure to the Auditors Report- It is submitted that during the year under review. due to paucity of funds, the Company could not make timely payments of the Provident Fund dues and Gratuity Premium.

c. Reg. Point no. (xi)of the Annexure to the Auditors Report- It is submitted that consequent upon the Company becoming a sick industrial undertaking within the meaning of Section 3(l){o) of the Sick Industrial Companies (Special Provisions) Act, 1985, your Directors made a reference under SICA to BIFR in Nov98. A Negotiated Settlement proposal is underactive consideration of HonbleBIFR and awaiting decision of State Government after the recommendations of Settlement Advisory Committee on concessions and waivers are received.

CORPORATE GOVERNANCE

Your Company has already implemented the requirement of Clause 49 of the Listing Agreement i.e. Corporate Governance. As required a Management Discussion and Analysis Report and Directors Report as well as Auditors Certificate on Corporate Governance are given alongwith this report.

AUDIT COMMITTEE

The Audit Committee is Comprising of three independent directors, namely Mr. Pradeep Kumar, Mr. R.K. Ralhan and Dr. Gautam Singh. The Committee performs such functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.

DEMATERIALISATION OF THE SHARES OF THE COMPANY

Trading in shares of the Company has been made compulsory in dematerialised form w.e.f. 28.09.2000 by all investors as per directives given by SEBI. Accordingly the Equity Shares of the Company are available for dematerialisation under ISIN INE028C01019 with CDSL and NSDL.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT, 1956:

A. Information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Information pursuant to Section 2I7(l)(e) of the Companies Act, 1956 read with the Companies {Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earning and outgo are as under:

a. Conservation of Energy:

Due to high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation in units of 125 KVAeach. This is providing flexibility of usage thereby keeping the power consumption low. Other ongoing measures like Power factor improvement, use of new breed of low wattage high luminescence fittings etc. have been carried out.

b. Technology Absorption:

i. Research and Development (R&D)

Since the Company does not have any R&D department or have carried R&D activities, the information in this regard is Nil. However, we do lot of reverse engineering to develop our own formulations and machine control circuits.

ii. Technology Absorption, Adaptation and Innovation

MLB technology has been absorbed.

c. Foreign Exchange Earning and Outgo:

Foreign exchange earning and outgo during the year under review were equivalent to Rs. NIL {previous year Rs. NIL).

B. Particulars of Employees

None of the employees of the Company was in receipt of a remuneration of Rs. 200000/- or more p.m. if employed for a part of the year under review or Rs.2400000/- or more p.a. if employed throughout the said year, the particulars of which are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

C. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed.

(i) that in the preparation of the accounts for the financial year ended 31st March, 2009, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care 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 Directors have prepared the accounts for the financial year ended 31" March, 2009 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors record their appreciation to its team of employees for their unstinted and single minded devotion to the task at hand. We are also grateful to the financial institutions for their constructive support and assistance.

For and on behalf of the Board of Directors

Place: Lucknow (R.K. Mehra) (Anil Kumar Singh)

Date: 30, July 09 Director Managing Director

---

Mar 31, 2004

The Directors hereby present the Eighteenth Annual Report of the Company for the year ended on 31 st March 2004.

SUMMARISED FINANCIAL RESULTS

(Rs. in Lacs) During the year ended 31.03.2004 31.03.2003

Sales and other income 146.32 264.69

Profit/Loss before interest, (-) 107.98 (-) 96.07 amortisation and depreciation

Less: Interest 0.34 238.48

Amortisation 17.85 17.65

Depreciation 83.12 83.72

Profit/Loss before Tax (-) 209.29 (-) 436.12

YEAR UNDER REVIEW

Your Directors would like to inform you that, due to the fall out of UCCs failure to deliver on their promise for fresh fund infusion, the fall back alternative of M/s. Crescendo Music System Pvt Ltd. was put up before IDBI and the Honble BIFR was also suitably informed. IDBI initiated their due diligence exercise of collecting background information on the company, their financials and directorship etc. A meeting between the financial advisor of Crescendo and the CGM, IDBI, Delhi was held in mid May 2004 wherein. Crescendo made their intentions known. M/s Crescendo, have also proposed to do a One Time Settlement with State Bank of India, who in the earlier approved Scheme were continuing with their exposure to your Company. A meeting with the Financial Advisor of Crescendo and the Officials of the State Bank of India, at Lucknow is slated for sometime in mid July 2004. After which a joint meeting with all the participating Institutions would be held and the final proposal would be put up for consideration of all concerned and upon concurrence from them, the same would be put up to the Honble BIFR for their approval. Looking at the present situation we feel that the NS proposal would come to its final conclusion by the end of the second quarter of the current fiscal.

Due to fall out of UCC and in turn the delay in implementation of the NS Proposal, the year under review has received a severe set back. This delay has further aggravated the working capital paucity, as the company has not been able to avail any new or additional limits from their Bankers, State Bank of India, who are also part of the settlement nor any fresh liquid infusion of funds by UCC. In the absence of fresh liquid infusion the last fiscal i.e. year ended 31.03.2004, was barely a holding on operation with two fold objective of:

a. Retaining Key export customers.

b. Retaining production engineers and technicians.

Over sixty percent of operational staff has been laid off and all the

bulk domestic customers from Telecom and Energy Meter Segment have been dropped. The latter step was unavoidable, as these customers demanded 6 months long credit which is not sustainable in the absence of fresh infusion.

This holding on operation resulted in lower production and turnover in the year-ended 31.03.2004. We have done a turnover of Rs. 145.62 lacs, and the production has been at 1490.257 square meter comprising of 1279.88 square meter of DSPTH PCB and 210.38 square meter of Multi layer PCB.

Due to uneconomical pricing the company moved out of the existing bulk market that was the energy meter segment and started foraying into new areas like automation, controls, etc. This was also one of the reasons for business contractions.

OUTLOOK FOR THE CURRENT YEAR

The market outlook for the current year is bound to be better than last year as your company has moved away from volume and low value added segment to high value added market segment. Thus. your company is ready to take on the new and more reliable and less volatile market segment of instrumentation, automation, defence, etc.

Secondly, the companys efforts at increasing export business has also met with success as your Company has been able to identify some new customers in Europe, but everything hinges on the early and successful implementation of the financial package which is under final stages of implementation with the financial institutions.

DIVIDEND

In view of the continued losses, no dividend payout for the year under review is being recommended.

DIRECTORS

During the period after last report there was no change amongst the directorships of the Company. Mr. R.K. Mehra, Mr. Siddharth Singh and Mr. Pradeep Kumar are persons, who have been longest in the office since the last appointment of Directors and in terms of the provision of Section 255 of the Companies Act, 1956 as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting. However, they are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors M/s S.R. Gupta & Co., Chartered Accountants, Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required by Section 224(1B) of the Companies Act, 1956.

ACCOUNTS AND COMMENTS IN THE AUDITORS REPORT

The points referred to by the Auditors in their report are self- explanatory and are covered in the Notes to Accounts. However, as regards point no. 2 of the Auditors Report and point nos. (ix)(a) and (xi) of the Annexure to the Auditors Report are concerned your

Directors have to state as under:

a. Reg. Point no. 2 of the Auditors Report for non-providing of interest on Term and Working Capital Loans from financial institutions and bank, it is hereby submitted that on the Companys Negotiated Settlement proposal, Honble BIFR has issued Letter dated 16.01.2004 to this effect.

b. Reg. Point no. (ix)(a) of the Annexure to the Auditors Report- it is submitted that during the year under review, due to paucity of funds, the Company could not make timely payments of the Provident Fund dues and Gratuity Premium.

c. Reg. Point no. (xi) of the Annexure to the Auditors Report- It is submitted that consequent upon the Company becoming a sick industrial undertaking within the meaning of Section 3(1 )(o) of the Sick Industrial Companies (Special Provisions) Act, 1985, your Directors made a reference under SICA to BIFR in Nov98. A Negotiated Settlement proposal is under active consideration of Honble BIFR.

CORPORATE GOVERNANCE

Your Company has already implemented the requirement of Clause 49 of the Listing Agreement i.e. Corporate Governance. As required Management Discussion and Analysis Report and Directors Report together with Auditors Certificate on Corporate Governance are given alongwith this report.

AUDIT COMMITTEE

The Audit Committee is Comprising of three independent directors, namely Mr. Pradeep Kumar, Mr. R.K. Ralhan and Dr. Gautam Singh. The Committee performs such functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.

DEMATERIALISATION OF THE SHARES OF THE COMPANY

Trading in shares of the Company has been made compulsory in dematerialised form w.e.f. 28.09.2000 by all investors as per directives given by SEBI. Accordingly the Equity Shares of the Company are available for dematerialisation under ISININE028C01019 with both CDSL and NSDL.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT, 1956:

A. Information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earning and outgo are as under:

a. Conservation of Energy:

Due to high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation in units of 125 KVA each. This is providing flexibility of usage thereby keeping the power consumption low. Other ongoing measures like Power factor improvement, use of new breed ot low wattage high

luminescence fittings etc. have been carried out.

b. Technology Absorption:

i. Research and Development (R&D)

Since the Company does not have any R&D department or have carried R&D activities, the information in this regard is Nil. However, we do lot of reverse engineering to develop our own formulations and machine control circuits. ii. Technology Absorption, Adaptation and Innovation MLB technology has been absorbed.

c. Foreign Exchange Earning and Outgo:

Foreign exchange earning during the year under review were equivalent to Rs. 7.54 lacs (previous year Rs. 25.85 Lacs). The total outgo in foreign currency amounted equivalent to Rs. 0.25 lacs on Revenue A/C (previous year Rs. 14.85 Lacs).

B. Particulars of Employees

None of the employees of the Company was in receipt of a remuneration of Rs. 200000/- or more p.m. if employed for a part of the year under review or Rs.2400000/- or more p.a. if employed throughout the said year, the particulars of which are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

C. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 2I7(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31 st March, 2004, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care 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 Directors have prepared the accounts for the financial year ended 3 1 st March, 2004 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors record their appreciation to its team of employees for their unstinted and single minded devotion to the task at hand. We are also grateful to the financial institutions for their constructive support and assistance.

For and on behalf of the Board of Directors

(Udayan Singh) (Anil Kumar Singh) Director Managing Director

Place: Lucknow Date : 27.07.2004

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Mar 31, 2003

The Directors hereby present the Seventeenth Annual Report of the Company for the year ended on 31st March 2003.

SUMMARISED FINANCIAL RESULTS

(Rs. in Lacs) During the year ended 31.03.2003 31.03.2002

Sales and other income 264.69 751.93

Profit/Loss before interest, (-) 57.51 16.67

amortisation and depreciation

Less: Interest (-) 238.48 (-) 243.84

Amortisation (-) 54.41 (-) 17.85

Depreciation (-) 83.72 (-) 81.08

Profit/Loss before Tax (-) 436.12 (-) 332.10

YEAR UNDER REVIEW

The Directors will like to inform you that, due to the delay in implementing the Negotiated Settlement, the year under review has received a severe set back. Negotiated settlement is delayed on account of inordinately long time taken in the legal vetting of various tripartite agreements and approval of the draft mortgage deed. This delay has further aggravated the working capital pancity, as the company has not been able to avail any new or additional limits from their Bankers, State Bank of India, who are also part of the settlement.

The market in the year under review also remained depressed and in fact a major segment of yester years namely telecommunications saw PCB requirement dip to abysmal levels which had a very negative impact on the market per se, as it became a buyers market and the PCB pricing saw a further erosion. The regression in demand saw the rise of unhealthy competition where PCB manufacturers started using credit as a competitive tool further straining our finances.

Due to uneconomical pricing the company moved out of the existing bulk market that was the energy meter segment and started foraying into new areas like automation, controls, etc. This was also one of the reasons for business contractions.

Your Directors would further like to inform you that the NS proposal is now in its final stages of negotiation and almost all jagged edges have been smoothened. It is expected that the same shall be implemented by the end of the second quarter of the current fiscal year. The business in the current year will surely look up once the fresh funds are tied up because in the fiscal year under review the company has cultivated a new crop of customers.

OUTLOOK FOR THE CURRENT YEAR

The market outlook for the current year is bound to be better than last year as your company has moved away from volume and low value added segment to high value added market segment. It has moved with Ministry of Defence for approval as well has submitted samples for approval of higher layer count PCBs to various existing and new customers. Thus, your company is ready to take on the new and more reliable and less volatile market segment of instrumentation, automation, defence, etc. Secondly, the companys efforts at increasing export business has

also met with success as your Company has been able to identify some new customers in Europe, but everything hinges on the early and successful implementation of me financial package which is under final stages of implementation with the financial institutions.

DIVIDEND

In view of the continued losses, no dividend payout for the year under review is being recommended.

DIRECTORS

During the period, since the last report, Mr. R.K. Ralhan has been appointed by IDBI as their nominee in substitution of Mr. R.S. Shukla w.e.f. 13.09.2002, who shall continue as Director of the Company at the pleasure of IDBI. Mr. J.B. Shah was appointed as a Director as an addition to the Board w.e.f. 25.10.2002, who has since resigned w.e.f. 18.08.2003. Further, Mr. Suresh H. Shah has been appointed as a Director as an addition to the Board w.e.f. 18.08.2003. In accordance to me provision of Section 260 of the Companies Act, 1956, the term of Office of Mr. Suresh H. Shah, as a Director, is liable to termination at the form coming Annual General Meeting. A notice has, however, been received from a member pursuant to Section 257 of the said Act proposing the candidature of Mr. Suresh H. Shah for his appointment as a Director liable to retire by rotation.

Moreover, Mr. Atul Kumar Singh has resigned from the Directorship of the Company w.e.f. 27.06.2003. Your Directors take this services and guidance rendered by Mr. R.S. Shukla, Mr. Atul Kumar Singh and Mr. J.B. Shah during their respective tenures as Directors of the Company.

Dr. Gautam Singh and Mr. Udayan Singh are persons, who have been longest in the office since the last appointment of Directors and in terms of the provision of Section 255 of the Companies Act, 1956 as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting. However, they are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors M/s S.R. Gupta & Co., Chartered Accountants, Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required by Section 224(1B) of the Companies Act, 1956.

ACCOUNTS AND COMMENTS IN THE AUDITORS REPORT.

The points referred to by the Auditors in their report are self- explanatory and are covered in the Notes to Accounts. However, as regards the point no. 2 of the Auditors Report and 17 & 20 of the Annexure to the Auditors Report is concerned your Directors have to state as under.

a. Reg. Point no. 2 of the Auditors Report for non-providing of compound & penal Interest on loans from financial institutions, it is hereby submitted that the Company has submitted a Negotiated Settlement proposal wherein all interest including penal & compound interest is to be waived off. However, as calculated in the previous balance sheet, the Simple Interest on Term Loans has been charged for the year under review. The implementation of the approved NS Proposal has been delayed as various tripartite agreements and Mortgage Deed, being vetted by institutions, has till date not been finalised by them.

b. Reg. Point no 17 of the Annexure to the AuditorsReport-It is submitted that during the year under review, due to paucity of funds, the Company could not make timely payments of the Provident Fund dues.

c. Reg. Point no 20 of the Annexure to the AuditorsReport-It is submitted that consequent upon the Company becoming a sick industrial undertaking within the meaning of Section 3(l)(o) of the Sick Industrial Companies (Special Provisions) Act 1983, your Directors made a reference under SICA to BIFR in Nov98 and the Company has implemented the BIFR approved rehabilitation scheme with the revised cut off date of 31.03.2000.

CORPORATE GOVERNANCE

Your Company has already implemented the requirement of Clause 49 of the Listing Agreement i.e. Corporate Governance w.e.f. the date of implementation i.e. 31st March, 2003. Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report and Directors Report on Corporate Governance are given alogwith this report

AUDIT COMMITTEE

An Audit Committee Comprising of three independent directors viz Mr. Y.S. Kapadia, Mr. Pradeep Kumar and Mr. Atul Kumar Singh was formed in compliance with the requirement of Clause 49 of the Listing Agreement with Stock Exchanges. However, the Gxnmittee has been reconstituted w.e.f. 18.08.2003 and is now consisting of Mr. Pradeep Kumar, Mr. R.K. Raman and Dr. Gautam Singh. The Committee will have such functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.

DEMATERIALISATION OF THE SHARES OF THE COMPANY

Trading in shares of the Company has been made compulsory in dematerialised form w.e.f, 28.09.2000 by all investors as per directives given by SEBL Accordingly the Equity Shares of me Company are available for dematerialisation under ISIN INB028C01019 with both CDSL and NSDL.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT, 1956

A.Information in respect of Conservation of Energy,Technology Absorpation and Forgine Exchange Earnings and Outgo: Information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservatinn of energy, technology absorption and foreign exchange earning and outgo are as under:

a. Conservation of Energy :

Taking advantage of high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation in units of 125 KVA each. This is providing flexibility of usage thereby keeping the power consumption low. Other ongoing measures Use Power actor improvement, use of new breed of low wattage high luminescence fittings etc. have been carried out.

b. Technology Absorption :

i. Research and Development (RAD)

Since the Company does not have any R & D department or have carried R&D activities, the information in this regard is Nil. However, we do lot of reverse engineering to develop our own formuulations and machine control circuits.

ii. Technology Absorption,Adaption and Innovation MLB technology has been absorbed.

c Forgine Exchange Earnings and Outgo;

Foreign exchange earning during the year under review were equivalent to Rs. 23.83 lacs (previous year Rs. 20.91 Lacs). The total outgo foreign currency amounted equivalent to Rs. 14.85 lacs on Revenue A/C (previous year Rs. 103.79 Lacs).

B. Particulars of Employees

None of the employees of the Company was in receipt of a remuneration of Rs. 200000/- or more p.m. if employed for a part of the year under review or Rs.2400000/- or more p.a. if employed throughout the said year, the particulars of which are required to be given pursunat to the provisions of Section217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1936, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31st March, 2083, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments sad estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

(iii)that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1936 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv)that the Directors have prepared me accounts for the financial year ended 31st March, 2003 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors record their appreciation to its team of employees for their unstinted and single minded devotion to the task at hand. We are also grateful to the financial institutions for their constructive support and assistance.

For and on behalf of the Board of Directors

Place: Lucknow Date: 18.08.2003

(UdayanSmgh) (Anil Kumar Singh)

Director Managing Director

---

Mar 31, 2002

The Directors hereby present the Sixteenth Annual Report of the Company for the year ended on 31st March 2002.

SUMMARISED FINANCIAL RESULTS

(Rs. in Lacs) During the year ended 31.03.2002 31.03.2001

Sales and other income 751.93 723.83

Profit/Loss before interest 10.67 16.18

amortisation and depreciation

Less: Interest (-) 243.84 (-) 268.76

Amortisation (-) 17.85 (-) 17.85

Depreciation (-) 81.08 (-) 73.79

Profit/Loss before Tax (-) 332.10 (- )344.22

DIVIDEND

In view of the continued losses, no dividend payout for the year under review is being recommended.

DIRECTORS

During the period, since last Annual General Meeting, there has been no change amongst the Directorships of the Company. Mr. Y.S. Kapadia and Mr. Pradeep Kumar are persons, who have been longest in the office since the last appointment of Directors and in terms of the provision of Section 255 of the Companies Act, 1956 as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting. However, they are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors M/s S.R. Gupta & Co., Chartered Accountants, Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required by Section 224(1B) of the Companies Act, 1956.

ACCOUNTS AND COMMENTS IN THE AUDITORS REPORT.

The points referred to by the Auditors in their report are self-explanatory and are covered in the Notes to Accounts. However, as regards the point no. 2 of the Auditors Report and 17 & 20 of the Annexure to the Auditors Report is concerned your Directors have to state as under:

a. Point no.2 of the Auditors Report regarding non- providing of compound & penal Intt. on loans from financial institutions it is hereby submitted that the Company has submitted a Negotiated Settlement proposal wherein ali interest including penal & compound intt. is to be waived off. However, as calculated in the previous balance sheet, the Simple Interest on Term Loans has been charged for the year under review. The NS Proposal is at an advanced stage of negotiations with IDBI, Operating Agency of BIFR and the other participating institutions. Company expects the acceptance of the said proposal hence no provision for compound & penal Intt. is made.

b. Point no 17 of the Annexure to the Auditors Report- It is submitted that during the year under review, on few occasions, due to paucity of funds, the Company could not make timely payments of the Provident Fund dues, which have since been paid in the current year.

c. Point no 20 of the Annexure to the Auditors Report- It is submitted that consequent upon the

Company becoming a sick industrial undertaking within the meaning of Section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act. 1985, your Directors made a reference under SICA to BIFR in Nov98 and the Company has implemented the BIFR approved rehabilitation scheme with the revised cut off date of 31.03.2000.

CORPORATE GOVERNANCE:

The Board has already taken initiative to comply with the requirement of Clause 49 of the Listing Agreement i.e. Corporate Governance although the date of implementation in case of your Company is 31st March, 2003.

AUDIT COMMITTEE:

An Audit Committee Comprising of three independent directors viz Mr. Y.S. Kapadia, Mr. Pradeep Kumar and Mr. Atul Kumar Singh has been formed in compliance with the requirement of Clause 49 of the Listing Agreement with Stock Exchanges. The Committee will have such functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges within the stipulated time.

DEMATERIALISATION OF THE SHARES OF THE COMPANY:

Trading in shares of the Company has been made compulsory in dematerialised form w.e.f. 28.09.2000 by all investors as per directives given by SEBI. Accordingly the Equity Shares of the Company are available for dematerialisalion under ISIN-INE028C01019 with both CDSL and NSDL.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT. 1956:

A. Information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earning and outgo are as under:

a. Conservation of Energy:

Taking advantage of high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation in units of 125 KVA each. This is providing flexibility of usage thereby keeping the power consumption low. Other ongoing measures like Power factor improvement, use of new breed of low wattage high luminescence fittings etc. have been carried out.

b. Technology Absorption:

i. Research and Development (R&D).

Since the Company does not have any R&D department or have carried R&D activities, the information in this regard is Nil. However, we do lot of reverse engineering to develop our own formulations and machine control circuits.

ii. Technology Absorption, Adaptation and Innovation MLB technology is under absorption.

c. Foreign Exchange Earning and Outgo. Foreign exchange earning during the year under review were equivalent to Rs. 20.21 Lacs (previous year Rs. 29.60 Lacs). The total outgo in foreign currency amounted equivalent to Rs. 103.79 Lacs on Revenue A/C (previous year Rs. 104.43 Lacs)

B. Particulars of Employees:

None of the employees of the Company was in receipt of a remuneration of Rs. 200000/- or more p.m. if employed for a part of the year under review or Rs.2400000/- or more p.a. if employed throughout the said year, the particulars of which are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2A.A) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That the preparation of the accounts for the financial year ended 31st March, 2002, the applicable accounting standards have been followed along with proper explanation relating to material departures:

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

(iii)That the Directors have taken proper and sufficient care 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 Directors have prepared the accounts for the financial year ended 31st March, 2002 on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors record their appreciation to its team of employees for their unstinted and single minded devotion to the task at hand. We arc also grateful to the financial institutions for their constructive support and assistance.

For and on behalf of the Board of Directors.

(UDAYAN SINGH) (ANIL KUMAR SINGH) Director Managing Director

Place: Lucknow Date : 30.07.2002

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Mar 31, 2001

The Directors hereby present the fifteenth" Annual Report of the Company for the year ended on 31st March 2001.

SUMMARISED FINANCIAL RESULTS

(Rs. in Lacs) During the year ended 31.03.2001 31.03.2000

Sales and other income 723.83 50.72

Profit/Loss before interest (-) 1.67 (-) 106.08 and depreciation

Less: Interest (-)268.76 (-)221.01

Depreciation (-)73.79 (-)44.32

Profit/Loss before Tax (-)344.22 (-)371.41

YEAR UNDER REVIEW

Your Directors are pleased to inform that your Company achieved a turnover of Rs.7.24 crores, the highest ever since its inception and more than twice the total business done in the 111 three years. However, BIFR scheme envisaged a turnover of Rs. 16.5 crores during 2000-01 and the Companys achievement was only 44% of their benchmark mainly because a few critical assumption regarding the market did not hold during this period- this was especially so in regard to the timing of Telecom Equipment Orders being released by MTNL and BSNL. As a result of the above shortfall the Companys cash accruals were way below the projections. Although, we did not have any operating cash loss and had a positive EBDITA (Earning Before Depreciation, Interest, Tax and Amortisation) but the volumes were far too low to address the interest dves of the Institutic Since the Bank kept debiting its interest dues on WCTL & FITL the Company could not make Lease Rent payments to

PIC UP for the last two quarters. A revised proposal has been given to the Operating Agency-IDBI, which includes conversion of the interest default of post scheme implementation into equity. This proposal is in abeyance pending finalization of the equity partner.

OUTLOOK FOR THE CURRENT YEAR:

Domestic Market has picked up and Electronic energy Meter segment is emerging as the new growth engine. Our projections for Rs. 16 crores turnover for the current year have factored this upswing. TARGETS FOR 2001-02

Quarter DOMESTIC EXPORTS Total in Number Rs. Lac MLB IN M2 PS IN M2 MLB IN M2 PS IN M2

ONE 200 4000 0 800 215

TWO 300 7000 50 1050 400

THREE 750 8500 50 1200 450

FOUR 1500 9500 200 1600 550

The Companys first quarters performance of this year has been 46% higher than the corresponding period last year. The Companys New CC Limits are yet to be released by SBI otherwise we would have crossed a turn over Rs. 3 crores this quarter. This processing delay at the Bank is caught in the usual web of Transfer/Postings/ Delayed Responses/Inertia/.. .etc. As things stand today it should get released by the middle of August thereby hampering the Companys current quarters growth too. DIVIDEND

In view of the continued losses, no dividend payout for the year under review is being recommended. DHtECTORS

During the year under review IDBI nominated Mr. R.S. Shukla, their AGM, as Director on the Board of the Company in terms of their loan agreement, which have been noted by the Board on 25.01.2001. Further, Mr. Siddharth Singh has been appointed as a Whole-time Director of the Company at the Board Meeting held on i 2i7.07i0ilnasianiaddition to theiiBoardjiIn laccordance to the provision of Section 260 of the Companies Act, 1956, the term of Office of Mr. Siddharth Singh, as a Director is liable to termination at the forth coming

Annual General Meeting. A notice has, however, been received from a member pursuant to Section 257 of the said Act proposing the candidature of Mr. Siddharth Singh for his appointment as a Director liable to retire by rotation.

Mr. R.K. Mehra and Mr. Atul Kumar Singh are persons, who have been longest in the office since the last appointment of Directors and in terms of the provision of Section 255 of the Companies Act, 1956 as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting however, they are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors M/s S.R. Gupta & Co., Chartered Accountants, Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required by Section 224(1B) of the Companies Act, 1956. ACCOUNTS AND COMMENTS IN THE AUDITORS REPORT.

The points referred to by the Auditors in their report are self-explanatory and are covered in the Notes to Accounts. However, as regards the point no. 2 of the Auditors Report and 17 & 20 of the Annexure to the Auditors Report are concerned your Directors have to state as under:

a. Point No- 1g, of Notes on Account referred by the auditors in their report regarding foreign exchange transactions are self explanatory and has been accounted for as per Standard Accounting Practice, and

b. Point no. 4 of notes on Accounts referred by the Auditors in their report regarding non providing of compound & penal interest on loans from financial institutions it is hereby submitted that a proposal for waiver of penal & compound interest is pending with IDBI, Operating Agency of BIFR. Company expects the acceptance of the said proposal hence no provision for compound & penal interest is made.

c. During the year under review, on few occasions, due to paucity of funds, the Company could not make timely payments of the Provident Fund dues, which have since been paid in the current year.

d. Consequent upon the Company becoming a sick industrial undertaking within the meaning of Section 3(l)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985, your Directors made a reference under SICA to BIFR in Nov. 1998 and the Company has implemented the BIFR approved rehabilitation scheme with the revised cut off date of 31.03.2000. CORPORATE GOVERNANCE: The Board has already taken initiative to comply with the requirement of Clause 49 of the Listing Agreement i.e. Corporate Governance although the date of implementation in case of your Company is 31st March, 2003.

AUDIT COMMITTEE:

An Audit Committee Comprising of three independent directors viz Mr.-Y.S. Kapadia, Mr. Pradeep Kumar and Mr. Atul Kumar Singh has been formed in compliance with the requirement of Clause 49 of the Listing Agreement with Stock Exchanges. The Committee will have such functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges within the stipulated time.

DEMATERIALISATIuN OF THE SHARES OF THE COMPANY:

Trading in shares of the Company has been made compulsory in dematerialised form w.e.f. 28.09.2000 by all investors as per directives given by SEBI. Accordingly the Equity Shares of the Company are available for dematerialisation under ISIN- INE028C01019 with both CDSL and NSDL.

INFORMATION UNDER SECTION 217 OF THE COMPANIES ACT, 1956:

A. Information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

Information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earning and outgo are as under:

a. Conservation of Energy:

Taking advantage of high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation in units of 125 KVA each. This is providing flexibility of usage thereby keeping the power consumption low. Other ongoing measures like Power factor improvement, use of new breed of low wattage high luminescence fittings etc. have been carried out.

b. Technology Absorption:

i. Research and Development (R&D).

Since the Company does not have any R&D department or have carried R&D activities, the information in this regard is Nil. However, we do lot of reverse engineering to develop our own formulations and machine control circuits. ii. Technology Absorption, Adaptation and Innovation

MLB technology is under absorption.

c. Foreign Exchange Earning and Outgo.

Foreign exchange earning during the year under review were equivalent to Rs. 29.60 Lacs (previous year Rs. Nil). The total outgo in foreign currency amounted equivalent to Rs. 104.43 Lacs on Revenue A/C (previous year Rs. 11.07 Lacs).

B. Particulars of Employees:

None of the employees of the Company was in receipt of a remuneration of Rs. 50000/- or more p.m. if employed for a part of the year under review or Rs.600000/- or more p.a. if employed throughout the said year, the particulars of which are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975. Directors Responsibility Statement: Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st Iviarch, 2001, the applicable accounting standards have been followed alongwith proper explanation relating to material departures:

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care 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 Directors have prepared the accounts, for the financial year ended 31st March, 2001 on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors record their appreciation to its team of employees for their unstinted and single minded devotion to the task at hand. We are also grateful to the financial institutions for their constructive support and assistance.

For and on behalf of the Board of Directors

(Anil Kumar Singh) Managing Director

Place: Lucknow (Udayan Singh)

Date: 27.07.2001 Director

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Mar 31, 2000

The Directors hereby present the fourteenth Annual Report of the Company for the year ended on 31st March, 2000.

SUMMARISED FINANCIAL RESULTS (Rs. in Lacs) During the year ended 31.03.2000 31.03.1999 Sales and other income 50.72 60.94

Profit/Loss before interest (-)106.08 (-)189.40 and depreciation

Less:Interest 221.01 301.66

Depreciation 44.32 59.69

Profit/Loss before Tax (-)371.41 (-)550.75

YEAR UNDER REVIEW

Your Companys rehabilitation case came up for hearing on April 1, 1999 and the scheme.was sanctioned by BIFR in its third hearing on October 5, 1999. Thanks to the initiative taken by the operating agency and other participating Institutions, we could get a very rapid-passage through BIFR, just six months - something that does not happen very often in rehabilitation cases. Subsequent formalities and the mandatory waiting period took us into the third week of December before the first installment could be released by IDBI. We commenced trial runs from January and commercial operation from the middle of February 2000. For a unit, which had been virtually closed for over a year, we were able to accelerate startup activities and recommission the plant in record time. We have been able to win back a good number of our domestic customers and our order commitment book at the end of the year stood at over a crore. Orders and orders thick and fast would decide how soon we could resurrect the unit financially. We have made a fair beginning, which augurs well for future and there is every reason to believe that we would turn the corner in the coming year.

OUTLOOK FOR THE CURRENT YEAR:

In order to meet its debt servicingcommitments and be in line with BIFR Scheme your Company must achieve a turnover of Rs. 16.5 Crores. Interpolating quarter wise the levels to be achieved are Ql: Rs. 1.5 Crores; Q2 Rs.2.5 Crores; Q3: Rs.6 Crores & Q4: Rs.6.5 Crores. Even at Rs.6.5 Crores stated for the last quarter, the company would be utilising only 75% of its installed capacity. The targets are well within striking range and the focus would be on delivery of PCBs of consistent quality at short notice and always on time, which would keep the orders flowing in unhindered.

DIVIDEND

In view of the continued losses, no dividend payout for the year under review is being recommended.

DIRECTORS

During the year under review nominations of Mr. Ravindra Kacker and Mr. Dhruva Choudhary as Directors were withdrawn by PICUP and IL & FS, respectively which were noted by the Board on 18.10.99 and 28.01.2000. Your Directors take this opportunity to place on record their deep appreciation for the valuable services rendered by Mr. Ravindra Kacker and Mr. Dhruva Choudhary during their tenure as Directors of the Company. Dr. Gautam Singh and Mr. Udayan Singh are persons, who have been longest in the office since the last appointment of Directors and in terms of the provision of Section 255 of the Companies Act, 1956 as determined by lot the terms of their offices are liable to retire by rotation at the forthcoming Annual General Meeting however, they "are eligible for their reappointment.

AUDITORS

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors M/s S.R. Gupta & Co., Chartered Accountants, Kanpur are eligible for reappointment and have given their consent and also furnished certificate as required by Section 224(1B) of the Companies Act, 1956.

ACCOUNTS AND COMMENTS IN THE AUDITORS REPORT

The points referred to by the Auditors in their report are self-explanatory and need no further clarification/ explanation. However, so far as point no. 20 of the annexure to the Auditors Report is concerned regarding Company beconiing sick industrial undertaking within the meaning of Section 3(l)(o) of the Sick Industrial Companies (Special Provisions) Act. 1985, your Directors made a reference under SICA to BIFR in Nov. 1998 and the Company is now implementing the BIFR approved rehabilitation scheme. The matter of revised Cut off date of 31.3.2000 moved by the Operating Agency and agreed by all participating institutions is before the BIFR for their concurrence.

IN FORMATION UNDER SECTION 217 OF THE COMPANIES ACT, 1956:

A. Particulars of Employees :

In compliance of the^provisions under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, no employee of the Company was in receipt of a remuneration of Rs. 50000/- or more p.m. if employed for a part of the year under review or Rs.600000/- or more p.a. if employed throughout the said year. B. Information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo: Information1 pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure ofvParticulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earning and outgo are as under:

a) Conservation of Energy:

Taking advantage of high power diversity factor in the PCB fabrication process your Company has opted for fully captive modular generation it| units of 125 KVA each. This is providing,flexibility Bf usage thereby keeping the power consumption low. Other ongoing measures like Power factor improvement use of new breed of low wattage nigh luminescence fittings etc. have been carried out.

b) Technology Absorption:

i) Research and Development (R&D). Since the Company does not have any R & D department or have carried R&D activities, the information in this regard is Nil. However, we do lot of reverse engineering to develop our own formulations and machine control circuits.

ii) Technology Absorption, Adaptation and Innovation MLB technology is under absorption.

c) Foreign Exchange Earning and Outgo. Foreign exchange earning during the year under review were equivalent to Rs. Nil (previous year Rs.24.26 Lacs). The total outgo in foreign currency amounted equivalent to Rs. 11.07 Lacs on Revenue A/C (previous year Rs.7.72 Lacs).

Y2K COMPLIANCE

The Company has successfully managed Y2K transition without any disruption. All critical I.T. Systems covering business applications, process control, plant automation and other areas are Y2K compliant.

ACKNOWLEDGEMENT:

Restarting a factory closed for over a year within eight weeks of receiving the first infusion is a task that can only be accomplished through stupendous teamwork among highly motivated individuals. Individuals with never-say-die enthusiasm and unflagging spirit of men possessed. And possessed we must have been to take the Herculean task head on and your Directors record their admiration and gratitude for the exemplary zeal displayed by its family of employees. Thanks are also due to the Financial Institutions and State Government Agencies who maintained a positive stance all through and we hope to get their continued support and encouragement in the long and arduous trek to recovery, which has just begun.

For and on behalf of the Board of Directors Place: Lucknow Date: 28.07.2000 (Anil K. Singh) Managing Director

(Udayan Singh) Director