The corporate governance and management discussion and analysis report form an integral part of this report and are set out as annexures to this report.

The certificate of the statutory auditors of the company certifying compliance of conditions of the corporate governance as per clause 49 of the listing agreement is annexed with the report of corporate governance.

2. Directors responsibility statement:

As required under section 217(2AA) of the Companies Act, 1956, the directors confirm that :-

(i) In the preparation of the annual accounts for the financial year 2007-2008, the applicable accounting standards, have been followed alongwith proper explanation relating to the material departures, if any,

(ii) Appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2008 and the loss for the year ended on March 31, 2008,

(iii) Proper and sufficient care has been taken for 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) The annual accounts have been prepared on a going concern basis.

3. Directors:

At the ensuing annual general meeting of the company Mr. Devan V. Parikh is to retire by rotation and being eligible offers himself for re-appointment.

4. Insurance:

All the properties and insurable interest of all the divisions of the company including buildings, plant and machinery and stocks have been adequately insured.

5. Auditors report:

Dhirajlal Shah and Company, Chartered Accountants, Ahmedabad, statutory auditors retire at the ensuing annual general meeting. They being eligible for re-appointment have given their consent to act as auditors of the company, if re-appointed. You are requested to re-appoint Dhirajlal Shah and Company, Chartered Accountants, Ahmedabad as statutory auditors of the company to hold office from conclusion of this annual general meeting till the next annual general meeting of the company.

The notes to the accounts as referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments and explanations.

6. Information regarding conservation of energy etc. and employees:

The company has been continuously working towards saving of energy costs. Information required under section 217 (1) (e) of the Companies Act, 1956 read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules. 1988 as amended from time to time, forms part of this report. There are no employees who have received remuneration which in aggregate is Rs.24 lacs for the full year or employed for a part of the year who were in receipt of remuneration of Rs.2 lacs per month. However, as per provisions of section 219 (l)(b)(iv) the report and accounts are being sent to all members of the company excluding the information relating to conservation of energy, technology absorption and foreign exchange earning and outgo, and the statement of particulars of employees. Any members interested in obtaining such particulars may inspect the same at the registered office of the company or write to the secretary for a copy.

7. Deposits:

The company has stopped accepting fresh deposits in the company from April 1, 2004 and has been repaying all such matured deposits on their maturity, as per the schedule in time and hence has not exceeded the limits.

The total amount of fixed deposits held by the company was Rs.151.87 lacs as on March 31, 2008 out of which due but unclaimed/unpaid deposits were Rs. 14.46 lacs.

8. Appreciation:

Your directors are thankful to all its employees for their dedicated services and places their sincere appreciation of the same.

9. Acknowledgements:

Your directors are grateful to all the constituents like customers, vendors, investors, and above all banks and financial institutions who have given their utmost support to the company. The directors also thank the Government of India, State Government and others for their valuable support and look forward to the same in future also.

                                   For and on behalf of the board

Ahmedabad                                       Chintan N. Parikh
Date : April 30, 2008                                    Chairman