PACE AUTOMATION LIMITED DIRECTORS' REPORT DIRECTORS' REPORT TO THE SHAREHOLDERS Your Directors are pleased to present the Eighth Annual Report and the audited accounts for the year ended March 31, 1998. TECHNOLOGY HIGHLIGHTS During the year under review, the Company introduced a new concept in Radio Control Systems for Flying Models and a demo product is under development. Your Company has developed an electronics used in fuel dispensing pumps known as FUEL SMART. This incorporates the latest technology in Fuel Dispensing based on Control Touch Panel. The electronics is capable of verifying a Credit Card, a Contactless Smart Card and dispensing fuel accordingly. The Company is at present working at developing and designing a concept of Radio Frequency link between Terminals and Systems, instead of cables which will have good market in Time & Attendance Monitoring Segment. FINANCIAL HIGHLIGHTS The Company has not been able to achieve the desired results inspite of the innovative market driven products developed by your Company, due to paucity of funds. In view of this, the Company is negotiating with groups interested in infusing fresh funds to restructure the Company. IDBI during 1995-96 had provided a Venture Capital funding to the extent of Rs. 182 lacs for the development of Pace Attendance Terminal (PAT). Even though there was considerable delay in obtaining the sanctioned funds from IDBI, the Company was able to develop this product. However your Company was not able to sustain its marketing activities for the product which has tremendous scope abroad. Meanwhile, the Company has received a notice from the Debt Recovery Tribunal for which the Company is contesting. FIXED DEPOSITS During the year the Company has not accepted / renewed any fixed deposits. DIRECTORS Mrs. Rajee Gopalakrishnan, nominee director on Canbank Venture Capital Fund resigned from the Board in view of the disinvestment of shares held by Canbank Venture Capital Fund in the Company. Your Directors wish to place on record their sincere thanks and appreciation for the efficient and able services rendered. Shri Maj.Genl. A. Balasubrahmanian and Shri N.Krishnan retire by rotation and being eligible offer themselves for reappointment. AUDITORS M/s L. Santhana Raman & Co., Chartered Accountants, retire as Auditors of the Company at the end of Annual General Meeting and are eligible for re- appointment. DISCLOSURE UNDER SECTION 217 (1)(e) Particulars that are required to be disclosed in accordance with Section 217(1)(e) of the Companies Act, 1956 are given in Annexure I to this report. DISCLOSURE UNDER SECTION 217 (2-A) Information pursuant to the provisions of Section 217 (2-A) of the Companies Act, 1956 and under the Companies (Particulars of Employees) Rules 1975, are given in Annexure II to this report. GENERAL Your Directors wish to keep on record their appreciation for the support and patronage of the Shareholders of the Company. The Company also wishes to keep on record its sincere thanks to all its clients who have reposed faith on the Company and its products. Your Directors are thankful to the Electronics Corporation of Tamilnadu Limited for their continued support and co-operation. Your Directors are thankful to the Industrial Development Bank of India for their kind support. Your Directors record their appreciation of the various agencies of Central and State Governments and acknowledge the support it has received from the suppliers. Your Directors are appreciative of the efforts put in by the employees. Their contributions have helped the Company to be a leader in its chosen field. /By order of the Board/ Place: Chennai N.KRISHNAN Date : November 28, 1998 Chairman ANNEXURE 1 TO DIRECTORS' REPORT PARTICULARS AS PER FORM B A-1 RESEARCH AND DEVELOPMENT (R&D) Specific areas in which R&D is carried out / continued by the company * Advanced Version of Pace Attendance Terminal for Payroll Processing System * Enhancement to Environment Protected Intelligent Card Reader * A custom designed Contactless Smart Card based automatic fuel dispensing system * Radio control system for target practices and hobby purposes A-2 BENEFITS DERIVED AS A RESULT OF THE ABOVE R&D The Time and Attendance, Security & Access Control Systems have been improved and consolidated. The Pace Attendance Terminals have been field proven and there is a high potential for export to countries like USA, Canada and the far East. The Radio Control System for Flying Models being a new concept, has been designed and is under development. A-3 CAPITAL EXPENDITURE ON R&D FOR THE YEAR ENDED 31.03.98 Rs. 6.30 LACS B-1 TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION - To expand the product range to meet the market needs with assistance from technical collaborators. - Adopting new technologies available presently for upgrading the existing products. - Working for long term projects. The Company is endeavoring to capture a share of the export market with the introduction of the products developed. B-2 BENEFITS DERIVED AS A RESULT OF THE ABOVE EFFORTS - Development of Software package for exports, which is a sub-set of system solution, since there will be increasing demand for value added service in the world market. B-3 PARTICULARS OF IMPORTED TECHNOLOGY IN THE LAST 5 YEARS Technology Years of Has Technology If not absorbed Imported Import been Absorbed reasons thereof Not Applicable Not Applicable Not Applicable Not Applicable II FOREIGN EXCHANGE EARNINGS AND OUTGO Rs. in Lacs Earned 66.69 Used: -Components/Capital Goods 12.47 -Foreign Travel 4.57 17.04