Datt Mediproducts Ltd

To

The Members

The Directors of your company present their 9th Annual Report, together with the audited statement of accounts for the year ended 31st March, 2004.

FINANCIAL HIGHLIGHTS

(Rs. In '000)

OPERATIONAL PERFORMANCE

The performance of the Company during the period under review was satisfactory. Your Company achieved a turnover of Rs. 30.18crores, which is the highest since inception. Export Sales during the year have been Rs. 28.43 crores as compared to the last year figure of Rs. 25.31 crores- an increase of approx. 12.3%.

Your Company has been able to achieve the incremental export sales by augumenting its buyers base through tapping new overseas markets. Moreover, your management followed a proactive policy and provided excellent after sales services, resulting in a massive jump in the quantitative offtake of the Company's products.

As in the past the Company encountered stifling competition from units operating out of China. Low priced products offered by Chinese units constrained your Company to reduce its margins considerably. Moreover, during the year under review, the Indian Rupee appreciated by approx. 7.4% as compared to the US Dollar, thereby putting an additional strain on the sales realization of your Company. All these factors are reflected in the financials as a fall in profit-from-operations despite an increase in the turnover on both quantitative and monetary fronts.

Your Company is putting in sincere efforts to maintain its overseas as well as local market share. New products are being identified keeping into mind the distinct requirement of each market segment. Efforts are also underway to mechanize labour-intensive production processes to reduce the cost of production and improve the final product quality. Your

Company is positive that it would be able to perform well in the coming years.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public.

DIRECTORS

Mr. Ravi K. Goel, Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible offers, himself for re-appointment. Your Directors recommend his appointment.

PARTICULARS OF EMPLOYEES

None of the employees was in receipt of the remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975 as amended.

AUDITORS REPORT

The notes on accounts, forming part of the audited accounts of the Company and referred in the Auditors report, are self explanatory and therefore do not call for any further comments or explanations.

AUDITORS

M/s K.L. Chatrath & Co., Chartered Accountants, Auditors of the Company will retire at the end of ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

INFORMATION UNDER THE LISTING AGREEMENT

Pursuant to Clause 49 of the listing agreement a report on Corporate Governance is given in Annexure and forms part of this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy technology absorption, foreign exchange earnings and outgo as required by the provisions of the Companies Act, 1956, forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, your Directors state:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed except accounting standard 22 regarding accounting for Taxes on Income.

(ii) That your directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs.

(iii) That your directors have taken proper and sufficient care for the maintenance of adequate accounting for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

DEPOSITORY SYSTEM

As reported earlier your Company has entered into agreements with the depositories viz. National Securities Depository Limited and Central Depositories Services (Inda) Limited for admitting the shares of the Company tracing in DEMAT form. Shareholders of the Company who are still holding shares in physical form are advised to get their physical shares dematerialized by opening an account with one of the depository participants.

SUBSIDIARY COMPANY

The accounts of M/s Rajat Plastic Products Pvt. Ltd. subsidiary of the Company are annexed with a statement pursuant to Section 212 of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation of the whole hearted and sincere co-operation the Company has received from the various departments of Central Government, financial institutions and the Bankers of the Company.

Your Directors wish to place on record their appreciation of the dedicated and sincere services rendered by the employees of the Company.

ANNEXURE TO DIRECTOR'S REPORT

Statement pursuant to Section 212 of the Companies Act, 1956 relating to the subsidiary Companies:

ANNEXURE TO DIRECTORS' REPORT

(Additional information given in terms of Notification 1029 of 31.12.1968 issued by the Department of Company Affairs.)

FORM - A

A. CONSERVATION OF ENERGY

(Boiler and Thermopack)

FORM B

FORM FOR DISCLOSURE OF PARTICULARS WITH REGARD TO ABSORPTION

A. RESEARCH AND DEVELOPMENT

1. Specific areas in which R& D carried out by the Company.

Development of new processes/methods/materials and improvement in the existing products/ processes.

Testing and certification of existing products for conformity to Indian and International standards.

B. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

1. Effort in brief, made towards technology absorption adaptation and innovation.

2. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development.

Based on our continuous efforts made towards technology absorption and innovation the Company could achieve smooth plant operation, during the financial year 2003-2004 as compared to the previous year.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company exported to U.K., Germany, France, Spain, South Africa, Australia, Newzealand, Singapore, Malaysia, Oman.