Public Deposits
Your Company has not accepted any public deposit during the year under review.

Directors
In accordance with the Provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. A. Venkatramani & Mr. P Raghuraman will retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS :
Mr. G. Parthasarathy, Chartered Accountant, Auditor of the Company retire at the ensuing Annual General Meeting and is eligible for re-appointment.

With reference to point nos. 1(c), 3, 4 and 5 in the notes on accounts in Auditor's Report , your Directors wish to state that the observations are self explanatory.

Corporate Governance.
Good Corporate Governance clearly reflects a company's commitment and sense of responsibility towards its shareholders. Your Company strongly believes in maintaining high level of corporate accountability and in creating good value as well as wealth for its shareholder. In our effort to continue on this path we set and maintain high standards of Corporate Governance and observe complete transparency in our operations.

Your Company has complied with the requirements regarding corporate governance as required under Clause 49 of the Listing Agreement of the Stock Exchange where its shares are listed. A separate report on the Corporate Governance, along with the requisite certificate from the Auditors of the Company is annexed herewith as part of this Annual Report.

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.

(1) That in the preparation of the accounts for the financial year ended 31st March, 2005, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(2) 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 the financial year and of the profit or loss of the Company for the year under review

(3) 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.

(4) That the Directors have prepared the accounts for the financial year ended 31st March, 2005 on a 'going concern' basis.

Human Resources
The Board of Directors would like to place on record its deep appreciation to all the employees for their dedicated services to your company. Your company's organization culture and work environment is central to our ability to compete effectively.

Acknowledgement :
Your Directors wish to place on record their deep sense of gratitude to the Company's Bankers, Distributors, Exhibitors, Customers and Shareholders for their active co-operation during the year under review.