Dear Shareholders,
 
 The Directors present the Twenty Seventh Annual Report on the
 operations of your Company together with Annual Audited Accounts for
 the year ended 31st March, 2012.
 
 
 
 FINANCIAL RESULTS                                       (Rs. in Lacs) 
                                         Current Year   Previous Year
 
 Sales                                        2106.61         1425.39
 
 
 Profit/(Loss) before Financial
 Charges & Depreciation                         45.07           40.56
 
 
 Less : Financial Charges                        7.00           18.27
 
 
 Less : Depreciation                            58.36           57.83
 
 
 Profit/(Loss) Before tax                      (20.29)         (35.54)
 
 
 Provision for Tax                                 --              --
 
 
 Profit/(Loss) after tax                       (20.29)         (35.54)
 
 
 Add : Brought forward Profit/(Loss)         (2100.63)       (2065.08)
 
 
 Less : Income Tax adjustment/ Prior period
        Adjustment                                 --              -- 
 
 
 Balance Carried to Balance Sheet            (2120.92)       (2100.63)
 
 
 
 
 OPERATIONS
 
 During the year under review, the total sales of your Company increased
 from Rs.1425.39 lacs to Rs.2106.61 lacs, registering a growth of 48%
 over previous year. The Profit before financial charges and
 depreciation amounted to Rs.45.07 lacs as compared to Rs.40.56 lacs in
 the previous year. The Net Loss after tax reduced to Rs.20.29 lacs from
 Rs.35.54 lacs in the previous year. Your Company is now focusing on
 Lighting Electronics business.
 
 DIVIDEND
 
 Your directors regret their inability to propose any dividend in view
 of the loss for the year under review.
 
 CURRENT YEAR''S PERFORMANCE
 
 The Company is focusing on Lighting Electronics business. In the 1st
 quarter ending June, 2012 the Company has done sales of Rs.367.19 lacs
 compared to Rs.395.87 lacs for the corresponding period last year. The
 Company is hopeful of improving the situation substantially in coming
 quarters as it is in process of expanding the product range to include
 CFL Lamps and CFL Circuits in near future.
 
 RESEARCH & DEVELOPMENT
 
 The Research and Development Centre of your Company has been providing
 useful support towards developing of new products and improving quality
 of existing products. We have successfully developed many products in
 Lighting Electronics Industry which have been approved by International
 Certification Laboratory of Osram.
 
 CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
 EARNING AND OUTGO
 
 The detailed information as required Under Section 217(1) (e) of the
 Companies Act, 1956 read with Companies (disclosure of particulars in
 report of the Board of Directors) Rules 1988, is enclosed as per
 Annexure-I.
 
 DIRECTORS
 
 Shri Aijaz Ghaffar will retire at the ensuing Annual General Meeting
 and being eligible, offers himself for re-appointment.  DIRECTORS''
 RESPONSIBILITY STATEMENT
 
 In pursuance of Section 217(2AA) of the Companies act, 1956, the
 Directors would like to assure the Members that the financial
 statements for the year under review, confirm in their entirety to the
 requirements of the Companies Act, 1956.
 
 The Directors confirm:
 
 1.  that in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 2.  that the directors had selected such accounting policies and
 applied them consistently and made judgements 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 2012 and of
 the loss of the company for that period;
 
 3.  that the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities;
 
 4.  that the directors had prepared the Annual Accounts on a going
 concern basis.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 A report in the form of Management Discussion and Analysis pursuant to
 clause 49 of the listing agreement, as a part of this report is annexed
 hereto as Annexure - II.
 
 CORPORATE GOVERNANCE
 
 In compliance with the clause 49 of the Listing Agreement with the
 Stock Exchange(s), the Board had constituted / reconstituted the
 following Committees:
 
 Audit Committee.
 
 Share Transfer and Shareholders Grievance Committee.
 
 Remuneration Committee.
 
 These Committees met as and when required & assisted the Board in
 fulfilling the responsibilities towards Shareholders relating to
 Corporate Governance. A detailed Corporate Governance Report is annexed
 as Annexure III.
 
 The Auditors'' Certificate of compliance with the requirements of
 Corporate Governance is attached to the report on Corporate Governance.
 
 A Certificate has been given by the Chairman & Managing Director and
 Manager (Finance & Accounts) to the Board, as per requirement of Clause
 49 (V) of the Listing Agreement.
 
 REFERENCE TO BIFR
 
 The Company was declared Sick in April, 2006 by Hon''ble Board for
 Industrial & Financial Reconstruction (BIFR) and Bank of India had been
 appointed as Operating Agency to work out a Rehabilitation Plan and
 submit the same to the Hon''ble BIFR. The Company had submitted a draft
 rehabilitation scheme to Bank of India which was forwarded to Hon''ble
 BIFR after necessary changes. Hon''ble BIFR has circulated the scheme
 vide its order dated 8th June 2012 to all concerned for seeking their
 consent.
 
 AUDITORS
 
 The firm of M/s. Shanti Prashad & Co., Chartered Accountants, the
 Statutory Auditors of the Company, retire at the conclusion of the
 forthcoming Annual General Meeting and being eligible offer themselves
 for re-appointment.
 
 AUDITORS'' OBSERVATIONS
 
 The Auditors in their report have invited attention on Note No.2f & g
 of Notes on Accounts-Note No.16 & 34. The notes are self-explanatory.
 However directors would like to inform you that
 
 i) Regarding receivables outstanding for more than 6 months, management
 is trying its best to recover the receivables in full, hence no
 provision has been made.
 
 ii) Regarding Non provision for interest on outstanding amount due to
 banks, the directors are of view that the draft rehabilitation scheme
 circulated by the Hon''ble BIFR, will be accepted and as such interest
 expenses for the year has not been provided.
 
 PERSONNEL
 
 The employee relations in your company continues to be excellent.
 Employee participation in various improvement programs initiated by the
 company is encouraging.
 
 PARTICULARS OF EMPLOYEES
 
 Provisions of section 217(2A) of the Companies Act, 1956 read with
 Companies (Particulars of Employees) Rules, 1975 are not applicable
 since there are no employees drawing remuneration exceeding limits
 prescribed therein.
 
 COMPLIANCE CERTIFICATE
 
 The Company has obtained the Compliance Certificate pursuant to 383A of
 the Companies Act, 1956 from a Practicing Company Secretary.
 
 ACKNOWLEDGEMENT
 
 Your Directors are grateful to the various Government Authorities,
 Financial Institutions and Banks, Business Constituents and
 Shareholders for their continued co-operation and support to the
 Company.
 
 Your Directors also express their deep appreciation of the devoted and
 unstinted services tendered by workers, staff and executive at all
 levels.
 
 
 
 
 Registered office:                           For and on behalf of the
 C-41, Defence Colony,                              Board of Directors
 New Delhi - 110 024
 Date: August 13, 2012                                      S.K. MALIK
                                          CHAIRMAN & MANAGING DIRECTOR