DIRECTORS:
Mr. Rahul Basu, is due to retire at the forthcoming Annual General Meeting, offers himself for re-appointment for further period.

Mr. Ravi Chandran, who was appointed as additional director of the Company on 10th July, 2002, will cease to hold their office on conclusion of the forthcoming Annual General Meeting. Notices were received from a member signifying his intention to propose his candidature for directorship of the Company. Your Directors recommend the appointment of Mr. Ravi Chandran as Director as the same is in the interest of your Company.

DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors would like to inform the members that the audited accounts for the year ended 31st March, 2002 are in full conformity with the requirement of the Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operations. These financial statements are audited by the Statutory Auditors M/s Ranjeet Agarwal & Associates.

Your Directors further confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed;

2. that the accounting policies are consistently applied and reasonable, prudent judgement and estimates are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year;

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts on a going concern basis.