Dear Members,
 
 The Directors submit their 67,h Annual Report together with the
 Audited Accounts for the year ended 31s1 March, 2011.
 
 1.  FINANCIAL RESULTS
 
                                                            (Rs. in lakhs)
 
                                   For the Year 
                                          ended       For the Year ended
                           31.03.2011 31.03.2010   31.03.2011 31.03.2010
                           Standalone Standalone   Consolidated Consolid
                                                                    ated
 
 Gross Turnover (Including 
 Indirect Sales)            26363.02   21275.14     36701.14    31093.82
 
 Net Sales                  12436.26    9254.82     22774.38    19073.50
 
 Other Income                 405.32     387.61       695.01      672.33
 
 TOTAL INCOME               12841.58    9642.44     23469.39    19745.82
 
 Profit before Interest, 
 Depreciations Tax            901.59     437.95      1132.68      558.30
 
 Less: Interest .             540.42     527.19       649.13      598.84
  
 Depreciation .               155.90     183.41       611.11      650.93
 
 Profit before tax and 
 exceptional items            205.27    (272.65)     (127.57)    (691.46)
 
 Exceptional item -Income/ 
 (expense)                    336.29    (135.94)      336.29     (135.94)
 
 Profit before tax            541.56    (408.59)      208.72     (827.40)
 
 Provision for Taxation:
 
 Current Tax                  115.80       -           40.15      (32.06)
 
 Deferred Tax                (21.03)       -          (21.03)
 
 Mat Credit Available for 
 set off                     (57.80)       -          (57.80)
 
 Tax Adjustments in respect 
 of earlier years            (26.22)       3.39       (26.22)       3.39
 
 PROFIT AFTER TAX (PAT)      530.82     (411.98)      273.63     (798.72)
 
 Less: Minority Interest       -           -                      (14.41)
 
 PROFIT AFTER MINORITY 
 INTEREST                    530.82     (411.98)      273.63     (784.32)
 
 AdaV(Less): Balance as per 
 last Balance Sheet          980.26     1392.24      1981.16     2765.47
 
 Available Surplus/
 (Deficit)                  1511.07      980.26      2254.79     1981.16
 
 Appropriations:
 
 Transfer to Capital 
 Redemption Reserve           95.60         -         95.60
 
 Balance carried to Balance 
 Sheet                      1415.47      960.26     2159.19      1981.16
 
 2.  DIVIDEND
 
 With a view to conserve the resources, your Directors do not recommend
 any dividend for the Year ended 31st March, 2011.
 
 3.  PERFORMANCE & OUTLOOK:
 
 Buoyant economy and sustained growth in GDP led to increased industrial
 production and consequential higher demand for capital goods during the
 year under review. The Company posted improved results during the year
 under review by turning around the operations, on the back of growing
 demand for capital goods and improved textile industry scenario.
 Various measures taken by the Company such as cost reduction, enhancing
 market share by developing and launching new products, also contributed
 to the performance.
 
 On standalone basis, the gross turnover including indirect sales grew
 by more than 23% over the previous year. The operations resulted in
 Profit before Tax of Rs. 205 lacs, against a loss of Rs. 273 lacs during
 the previous year. On a post tax basis including exceptional items, the
 profit was Rs. 530 lacs as compared to a post tax loss of Rs. 411 lacs in
 the previous year.
 
 The performance of foreign subsidiaries showed mixed results as capital
 spending in North America continued to be subdued whereas the European
 economy showed improvement. The consolidated turnover was up by more
 than 18% resulting in post tax Profit of Rs. 273 lacs as against loss of
 Rs. 798 lacs during the previous year.
 
 The Company has a healthy order book and with the continued growth in
 industrial production, renewed investments in power & infrastructure
 sector and encouraging prospects for textile industry, the Company
 expects further improvement in its performance. The Company is taking
 several actions such as capacity expansion to reduce lead time,
 introduction of new products, R&D initiatives etc., to further
 strengthen the business operations.
 
 4.  SUBSIDIARIES:
 
 (i) Quickmill Inc.
 
 Quickmill Inc. headquartered in Canada is engaged in the business of
 manufacturing large gantry drilling and milling machines for supply to
 the energy and heavy equipment manufacturing sectors.  The year under
 review has been disappointing as the performance was affected by the
 continued economic down turn and recession in key markets like North
 America and Middle East. Strengthening of the Canadian dollar and
 increase in steel prices added to the woes.
 
 The Company has chalked out definitive plan for turning around the
 operations and has restructured the business to reduce costs and widen
 the market base. It has also taken steps to increase its presence in
 India. With these initiatives, Quickmill expects improved performance
 and return to profitability.
 
 (ii) AESA Air Engineering
 
 AESA is engaged in the business of Air-conditioning and filtration in
 textile, tobacco, chemical, non-woven and glass and fibre- glass
 industry.
 
 AESA made recovery during the year under review on the back of booming
 textile market in India and Indonesia and various measures taken for
 restructuring the operations. It posted higher turnover with marginal
 profit.
 
 It has good order backlog for the current year and is taking various
 steps such as Product re-engineering and innovations, increasing market
 share worldwide with thrust on China and Indian market. With the
 continued improvement expected in the textile industry worldwide, AESA
 is expected to do better.
 
 5.  ISSUE OF PREFERENCE SHARES
 
 The Company had issued 6,92,480 - 5% Redeemable Non cumulative
 Preference shares of Rs. 100/- each, aggregating to Rs. 693 lacs, to the
 promoters on preferential basis after obtaining requisite approval from
 the members of the Company pursuant to Section 81 (1-A) of the
 Companies Act, 1956. Out of this, 4,78,000 Preference shares amounting
 toRs.478 lacs were allotted during the year.
 
 6.  SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
 
 The Statement pursuant to section 212 of the Companies Act, 1956,
 containing details of the Company''s Subsidiaries is given elsewhere in
 the Annual Report.
 
 The Consolidated Financial Statements of your Company and its
 subsidiaries prepared in accordance with Accounting Standard - 21
 prescribed by The institute of Chartered Accountants of India, form
 part of the Annual Report and the Accounts.
 
 In terms of approval granted by the Central Government under Section
 212(8) of the Companies Act, 1956, copy of the Balance Sheet, Profit
 and Lost Account, Reports of the Board of Directors and Auditors of the
 subsidiaries have not been attached with the Balance Sheet of the
 Company The annual accounts of these subsidiaries and the related
 detailed information will be made available to any Member of the
 Company/its subsidiaries seeking such information at any point of time
 and are also available for inspection by any Member of the Company/its
 subsidaries at the Corporate Office of the Company. The annual accounts
 of the said subsidaries will also be available for inspection, as
 above, at the head offices of the respective subsidiary companies.
 
 7.  FIXED DEPOSITS
 
 The Company has not accepted anv deposits from the public or employees
 during the year under review.
 
 8.  DIRECTORS
 
 Mr. Subodh Bhargava and Mr. E.A Kshirsagar retire by rotation at the
 ensuing Annual General Meeting and being eligible, offer themselves for
 re-appointment. Your Directors recommend their re-appointment.
 
 Mr. Nirmal Bhogilal''s term as the Chairman and Managing Director of the
 Company expired on 31s1 March. 2011. The Board has
 
 re-appointed him as the Chairman and Managing Director of the Company
 for five years effective from 15l April, 2011, subject to approval of
 members of the Company. Resolution seeking members'' approval for his
 re-appointment has been included in the Notice to the members forming
 part of this Annual Report.
 
 None of the Directors of the Company are disqualified under section 274
 (1) (g) of the Companies Act, 1956.
 
 9.  MANAGEMENT DISCUSSION & ANALYSIS REPORT
 
 The Management Discussion and Analysis Report for the year under
 review, as stipulated under clause 49 of the Listing Agreement is given
 elsewhere in this Annual Report.
 
 10.  CORPORATE GOVERNANCE
 
 A report on the Corporate Governance pursuant to clause 49 of the
 Listing Agreement along with a certificate from the Auditors of the
 Company regarding the compliance of conditions of Corporate Governance
 forms part of the Annual report.
 
 11.  AUDITORS
 
 M/s. V. Sankar Aiyar & Co. Chartered Accountants hold office upto the
 conclusion of the ensuing Annual General Meeting and being eligible,
 offer themselves for re-appointment.
 
 The Company has received letter from them to the effect that their
 appointment, if made, would be within the prescribed limits u/s. 224(1)
 (B) of the Companies Act, 1956.
 
 12.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors,
 (based on the representations received from the Operating Management),
 confirm that -:
 
 (a) in the preparation of the Annual Accounts, the applicable
 Accounting Standards had been followed and that there are no material
 departures;
 
 (b) they have, in the selection of the accounting policies, consulted
 the Statutory Auditors and have applied them consistently and made
 judgments and estimates that a; ¦Rs.  , tascnable and prudent so as to
 give a true and fair view of the state of affairs of the Company at the
 end of the financial vear and of the profit of the Company for tne
 year;
 
 ¦ c) they have taken proper and sufficient care, to the besi of their
 knowledge and ability, for the maintenance of adequate accounting
 records in accordance with -.hi.- provisions of the Companies Act, 1956
 for safeguards.-'' the assets of the Company and for preventing and
 detect'' fraud and other irregularities;
 
 (d) they have prepared the Annuai Accounts on a G<. -h Concern basis.
 
 13.  FOREIGN EXCHANGE EARNINGS AND OUTGOINGS
 
 During the year ended 31s'' March 2011, Foreign Exchange Earnings were Rs.
 584.32 lacs (Previous Year Rs. 588.60 lacs) and the Foreign Exchange
 Outgo was Rs. 733.04 lacs (Previous Year Rs. 578.98 lacs). For further
 details, Note-Nos. 13,14 & 15 to the Accounts may be referred to.
 
 14.  CONSERVATION OF ENERGY
 
 The Company''s strategic initiative of setting up of 1.25MW windmill at
 Lambha, Gujarat has resulted in reduction in energy Cost and helped the
 Company gain self-sufficiency in its power requirement atUdhna.
 
 15.  RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION
 
 The Company is giving thrust to continued improvement in the products,
 technology and operational efficiencies. Details of Research &
 Development efforts and activities undertaken during the year and
 technology absorption, in accordance with the Companies (Disclosure of
 Particulars in the Report of the Board of Directors) Rules, 1988, is
 annexed hereto and forms part of this Report.
 
 16.  PARTICULARS OF EMPLOYEES
 
 In terms of the provisions of Section 217 (2A) of the Companies Act
 1956, read with the Companies (Particulars of Employees) Rules, 1975,
 as amended, the names and other particulars of the employees forms part
 of this report as annexure. However, as permitted by section219 (1) (b)
 (iv) of the Companies Act, 1956 this Annual Report is being sent to all
 shareholders excluding the aforesaid information. Any member interested
 in obtaining such particulars may write to the Company Secretary at the
 Registered office of the Company.
 
 17.  ACKNOWLEDGEMENTS
 
 Your Directors avail of this opportunity to express and place on record
 their appreciation for the assistance and co-operation extended by the
 shareholders, employees, customers, principals, agents, bankers,
 financial institutions, suppliers, distributors and other stakeholders
 to your Company.
 
                            For and on behalf of the Board of Directors
 
                                                                   Sd/-
                                                         NIRMALBHOGILAL
                                           CHAIRMAN & MANAGING DIRECTOR
 
 Mumbai,
 18th May, 2011