STARVOX ELECTRONICS LIMITED DIRECTORS' REPORT Dear Shareholders, Your Directors present herewith their Fourteenth Annual Report for the year ended 31st March 1999 together with the Audited Accounts and the Auditors' Report thereon. FINANCIAL RESULTS On account of general trade depression, financial crunch faced by the industry, not-so-encouraging state of the economy and political uncertainty, the working of the Company was adversely affected. The Company could not achieve the desired turnover and the Sales has declined from Rs. 55.42 Lacs to Rs. 36.34 Lacs. Your Directors regret their inability to recommend a dividend for the year under review, due to loss. The Directors are hopeful that the Company shall be in a position to wipe off its accumulated losses in future and shall be in a position to declare dividend. DIRECTORS Shri V. S. Narayanan and Shri Chandrakant P. Mehta, Directors retires by rotation and being eligible offer themselves for re-appointment. You are requested to re-appoint the above Directors. AUDITORS M/S B. M. Vashi, Chartered Accountants, Ahmedabad, retires at the ensuing Annual General Meeting of the Company and have expressed their willingness to have the appointment as Statutory Auditors of the Company in a firm's name M/S Shah Merchant & Associates, Chartered Accountants, Ahmedabad, in which Mr. B. M. Vashi, the sole proprietor of M/S B. M. Vashi is a partner. You are requested to appoint M/S Shah Merchant & Associates, Chartered Accountants, Ahmedabad as Statutory Auditors and fix their remuneration. DEPOSITS During the year, the Company has not accepted any deposits pursuant to the provisions of Section 58- A of the Companies Act, 1958. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars regarding conservation of energy in Form-A are not applicable, as the Company is engaged in manufacturing and assembly of Electronic Items. During the year, the Company has spent Foreign Currency of Rs. 3,88,446 on purchase of Raw Material and has earned Foreign Currency of Rs. 1,17,732 on sale of SMPS Units. PARTICULARS OF EMPLOYEE There is no employee, who is in receipt of remuneration exceeding the limits specified under Section 217 (2-A) of the Companies Act, 1956. AUDITORS REPORT With reference to the comments made by Auditors in their Report, the explanations given in the Notes on Accounts are self explanatory. Y2K COMPLIANCE The Computer Systems of your Company are in compliance with Y2K related issues. APPRECIATION The Board of Directors places on record its appreciation for the services and support provided by the Employees of the Company and the co-operation received from the Bankers, Government Departments, Customers and other associates and look forward to their continued support in the years to come. For and on behalf of Board of Directors Jitendra C. Mehta G. S. Patel Managing Director Director Place: Ahmedabad Date: 22nd July, 1999