The Directors are pleased to present herewith the 64th Annual Report of
 the Company together with Audited Accountsfor the financial year ended
 31st March 2011.
 
 FINANCIAL PERFORMANCE
 
                                            Year Ended    Year Ended
                                            31st March    31st March
                                              2011           2010
                                            (? in         (? in
                                             Lakhs)       Lakhs)
 
 Income from Sales &
 Service                                   76299.48       70608.64
 
 Less: Excise Duty                          6595.05        5094.35
 
                                           69704.43       65514.29
 
 Other Income                               1463.35        1167.72
 
                                           71167.78       66682.01
 
 Profit before Interest,
 
 Finance Charges,
 
 Depreciation,
 
 Exceptional Items and
 Tax                                        7647.70        7537.95
 
 Less: Interest & Finance
 Charges                                     896.84         605.28
 
 Less: Depreciation                          893.35         836.71
 
 Profit before Exceptional
 Item and Tax                               5857.51        6095.96
 
 Add: Exceptional Item                      3380.67           -
 
 Profit before Tax                          9238.18        6095.96
 
 Less: Provision for Taxes                  1885.62        2007.09
 
 Profit after Tax                           7352.56        4088.87
 
 Short (Excess) Provision
 of tax for earlier years                      0.03         (33.48)
 
 Profit after Taxation                      7352.53        4122.35
 
 Add: Profit brought
 forward from previous
 year                                       2937.86        2463.06
 
 Profit available for
 appropriation                             10290.39        6585.41
 
 APPROPRIATION :
 
 Proposed Equity
 
 Dividend                                   1412.89        1412.89
 
 Tax on Proposed Equity
 
 Dividend                                    229.21         234.66
 
 General Reserve                            5000.00        2000.00
 
 Profit Carried Forward                     3648.29        2937.86
 
 Previous years figures have been regrouped for comparison purposes
 with current years presentation wherever necessary.
 
 DIVIDEND
 
 The Directors recommend a Dividend of t 25 per Equity Share for the
 year ended 31st March, 2011 on 56,51,560 Equity Shares of ? 10/- each.
 The Dividend payout, including Dividend Tax of ? 229.21 lakhs, will be?
 1642.10 lakhs compared to ? 1647.55 lakhs in the previous year.
 
 OPERATIONS
 
 Although the Indian economy in general, and the electrical equipment
 industry in particular, displayed growth and buoyancy, the overhang of
 built-up capacities coupled with inflation, surging commodity prices,
 and higher financing costs kept market conditions fiercely competitive
 and exerted relentless pressure on margins, Further, upgradation of one
 of the transformer plants affected production and deliveries during the
 last two months of the year under review.
 
 Against this backdrop, the Company was able to increase Income from
 Sales and Service from ? 706 crores to ? 763 crores, a growth of 8%
 over the previous year. The motors, drives, elevator systems and
 projects businesses contributed significantly to the turnover growth.
 
 The PBT from operations and before exceptional items decreased
 marginally, by ? 2 crore to ? 59 crore.
 
 OTHER INITIATIVES
 
 During the year one of the transformer plants was upgraded and
 modernised to cater to international business and to enhance production
 capacity of higher ratings up to 220 KV.
 
 Specialised design software for transformers up to 500 KV, installed
 under a turnkey contract with an international high-voltage research
 institute, will enhance design capabilities by improving
 predictability, optimization and cost- effectiveness.
 
 The ongoing distributorship arrangement for AC drives with KEB,
 Germany, was strengthened by an agreement under which the Company will
 assemble drives of ratings above 45 KW. This is expected to improve
 market share by enabling specific application segments to be more
 effectively addressed. Production from the new facility at the Airoli
 works is expected to begin during the second half of this year.
 
 A comprehensive end-to-end project to streamline the supply chain for
 motors was initiated during the year. This is expected to significantly
 improve both customer responsiveness and the effectiveness of
 operations, and to establish a robust platform for continued growth.
 
 There is ongoing emphasis on value engineering, product development,
 cycle time reduction, and process and system scalability.
 
 FINANCE
 
 The Company continues to focus on efficient management of short-term
 and long-term funds through rigorous monitoring of deployment for
 working capital, a critical evaluation and negotiation of proposals for
 capital expenditure, and optimising terms from fund providers. This
 enabled the Company to restrict net financing cost (net of income from
 cash surplus) - notwithstanding increased interest rates - to 0.45%
 (previous year: 0.41%) of sales.
 
 The Company sold 3,90,000 equity shares of Siemens Ltd. during the year
 through the open market at an average price of ? 874 with the objective
 of part financing contemplated expansions of the motors and
 transformers businesses. This generated exceptional income (free of
 both Capital Gains Tax and MAT) of ? 34.10 crore, and is reflected as
 such in the Accounts.
 
 The Companys free reserves as on March 31, 2011 increased by ^ 5711
 lakhs to ? 27570 lakhs.
 
 As on 31st March, 2011, the Company had Fixed Deposits aggregating to ?
 1955.93 lakhs. Out of the Fixed Deposits which matured for payment
 prior to 31 st March, 2011,32 deposits aggregating to ? 5.56 lakhs were
 neither renewed nor claimed till 31st March, 2011. Of these 4 deposits
 aggregating to ? 0.56 lakh have since been renewed or refunded on
 receipt of requests from the deposit holders. The balance of 28
 deposits aggregating to ? 5.00 lakhs have been neither claimed nor
 renewed till date of this Report, in spite of the Company^ intimation
 to the deposit holders. There has been no default or delay in meeting
 any maturity payment obligations,
 
 During the year ? 1.16 lakhs was transferred to the Investor Education
 and Protection Fund.
 
 HUMAN RESOURCES AND EMPLOYEE RELATIONS
 
 The Company remains committed to developing and fostering a culture of
 participation, engagement and accountability, and takes pride in the
 initiative and team-work, and in the spirit of excellence, demonstrated
 by all its employees; they have displayed exemplary team-work, result-
 orientation, and motivation; and also a sense of accomplishment from
 their contribution to the Companys goals.
 
 The work environment was cordial throughout the year and. in an
 atmosphere of harmonious Industrial Relations, the year under review
 was peaceful, with no loss of man-days. The long term wage settlement,
 settled amicably, was signed on 29th June 2010, and is valid until 31st
 December 2011.
 
 The employee strength as of 31 March, 2011 was 1317, compared to 1298
 in the previous year.
 
 CORPORATE GOVERNANCE
 
 A separate report on Corporate Governance along with Auditors
 Certificate on its compliance, is set out in Annexure A.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
 confirm that:
 
 (i) In the preparation of Annual Accounts, the applicable accounting
 standards have been followed along with proper explanations relating to
 material departures.
 
 (ii) The Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 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 year 31st March 2011, and
 the profit for that period.
 
 (iii) Directors have taken proper and sufficient care for maintenance
 of adequate accounting records in accordance with provisions of the
 Companies Act, 1956, for safeguarding of assets of the Company and for
 preventing and detecting frauds and other irregularities.
 
 (iv) The Directors have prepared Annual Accounts on going concern
 basis.
 
 DIRECTORS
 
 Mr. Bansi S. Mehta, Mr. Jaisingh R. Danani and Mr. Prakash V. Mehta
 retire by rotation at the ensuing Annual General Meeting and being
 eligible offer themselves for reappointment.
 
 Mrs. D. Vijayalakshmi was appointed as Additional Director by the Board
 of Directors with effect from 22nd July, 2010. In terms of Section 260
 of the Companies Act, 1956 and Article 161 of the Articles of
 Association of the Company she holds office as Director only till the
 date of the forthcoming Annual General Meeting but is eligible for
 reappointment for the office of Director in the Company. Notice has
 been received from a member under Section 257 of the Companies Act,
 1956 signifying their intention to propose the candidature of Mrs. D.
 Vijayalakshmi for the office of Director liable to retire by rotation.
 The Board of Directors of the Company are confident that her vast
 knowledge and experience will be of great value to the Company and
 hence recommends the Resolution No. 7 of the Notice dated 9th May, 2011
 for approval of the members.
 
 Information on the Directors eligible for reappointment as required
 under Clause 49 of the Listing Agreement with Stock Exchanges is
 disclosed in the profiles of the Directors under Item Nos. 3, 4, 5 and
 7 forming part of the Notice dated 9th May, 2011 circulated along with
 the Annual Report 2010-11.
 
 AUDITORS
 
 The Companys auditors, M/s. Dalai & Shah, bearing Firm Registration
 No. 102021W, hold office till the date of the ensuing Annual General
 Meeting and, being eligible, are recommended for reappointment. This
 item of business is covered under Item No. 6 of the accompanying
 notice.
 
 COST AUDITORS
 
 M/s. R M. Nanabhoy & Co. an independent firm of Cost Accountants having
 an arms length relationship with the Company and who are free from any
 disqualification as specified under Section 233B(5) read with Section
 224 and sub- section 3 and sub section 4 of Section 226 of the
 Companies Act, 1956, have been appointed by the Board as Cost Auditors
 of the Company, for the Financial Year ending 31st March, 2012, subject
 to the approval of the Central Government. Their appointment is in
 accordance with the limits specified in Section 224 (1B) of the
 Companies Act, 1956.
 
 PARTICULARS OF EMPLOYEES
 
 The information required under Section 217 (2A) of the Companies Act,
 1956, read with Companys (Particulars of Employees) Rules, 1975, and
 forming part of this Report, are annexed to this Report. However, as
 per the provisions of Section 219 (1)(iv) of the Companies Act, 1956,
 the Report and Accounts are being sent to all Shareholders of the
 Company, excluding the Statement of Particulars of Employees.  Any
 shareholder interested in the Particulars of Employees, may write to
 the Company Secretary at the Registered Office of the Company for a
 copy of the Statement.
 
 Additional information as required by Department of Companies Affairs
 is presented on Page 14 & 15 of this Annual Report.
 
 ACKNOWLEDGEMENTS
 
 The Directors accept and convey their sincere appreciation to all
 employees of the Company for their continued dedication and commitment
 to achieving the results of the Company. The Directors also acknowledge
 and are grateful to the Bankers, Government Authorities, Shareholders,
 Vendors and other Stakeholders for their continued support, confidence
 and co- operation in the performance of the Company.
 
                           For and on behalf of the Board of Directors
 
                                                        Bansi S. Mehta
 
                                                              Chairman
 
 Date : 9th May, 2011