The Directors are pleased to present their Seventy Fourth Annual
 Report on the business and operations of the Company and the accounts
 for the financial year ended 31 March 2011.
 
 THE YEAR IN RETROSPECT
 
 The consolidated net revenue of the Company during 2010-2011 grew by
 9.5% at Rs.10005 crore, as compared with Rs.9141 crore last year. The
 Company has achieved a stand-alone net turnover of Rs.5951 crore,
 during the year under review, as compared with Rs.5284 crore during the
 previous year, a rise of 12.6%.  Whilst order input has grown at a rate
 of 11.1% at a consolidated level during the year; growth in revenue has
 been, and is expected to be subdued on account of delayed off-takes by
 customers in the Power and Industrial segments.
 
 Stand-alone Power Systems grew by 1.8%, whilst consolidated Power
 Systems grew by 16.9% in Euro terms. A healthy growth in the slim
 transformer, gas insulated switchgear and project business in the Power
 Systems segment were the key growth drivers for this segment.
 
 The Industrial Systems segment grew quite significantly, by 18.9%
 during the year, largely due to revival in demand from steel, cement,
 fertilizers, oil & gas and other end user industries. The Company has
 successfully integrated the businesses of traction electronics, SCADA
 and drives which it acquired from Nelco last year; and is poised to
 increase its offering in this segment as a part of its larger vision to
 transform itself from a Product company
 
 to a Solutions Provider status. It has established a new plant
 dedicated to the manufacture of drives and automation, spread over
 30,000 sq feet, equipped with modern equipment. The plant adds a new
 frontier to the technological capabilities of the Company as a
 Solutions Provider.
 
 The Consumer Products segment continued to outperform the market, with
 a growth of 25.4% fuelled by higher disposable incomes and the
 continuing growth in the construction sector.
 
 Consolidated profit before tax increased to Rs.1229 crore, as compared
 with Rs.1189 crore in the previous year, an increase of 3.4% over last
 year. Stand-alone profit before tax increased from Rs.870 crore to
 Rs.927 crore, an increase of 6.5% over last year. Stiff competition
 from Korean and Chinese players created continuing margin pressures,
 which was further aggravated by rising prices of key materials. The
 Company has succeeded in sustaining operating margins largely on
 account of productivity enhancements, upgradation of production
 facilities, R&D-led savings in raw material consumption, process
 technology improvements, global sourcing initiatives, better working
 capital management and a debt free financial structure.
 
 Consolidated profit after tax (before extraordinary items) increased to
 Rs.927 crore as compared with Rs.825 crore in the previous year, an
 increase of 12.4 %
 
 over last year. Consolidated profit after tax increased to Rs.889 crore
 compared with Rs.860 crore in the previous year, an increase of 3.3%
 over last year. The Company recorded a stand-alone profit after tax of
 Rs.694 crore, an increase of 20.3% as compared with last year.
 
 The Profit before interest and tax of the respective Business Groups,
 compared with last year is given in TABLE 1.
 
 A detailed review of the operations and performance of each Business
 Group as well as the Companys International operations is contained in
 the Management Discussion and Analysis Report, which is given as a
 separate chapter in the Annual Report.
 
 SBU
 
 IN RS. CRORE
                                      2010-11         2009-10
 
 Power Systems                            460             462
 (CG stand-alone)
 
 Industrial Systems                       263             260
 (CG stand-alone)
 
 Consumer Products                        293             230
 
 Power Systems                            807             769
 (including International
 operations)
 
 Industrial Systems                       264             276
 (including International
 operations)
 
 AMALGAMATIONS
 
 The Board of Directors at their meeting held on 28 January 2011,
 approved the amalgamation of CG Capital and Investments Ltd (CG
 Capital), the Companys wholly-owned subsidiary with the Company. After
 divesting most of its portfolio of investments, CG Capital was
 practically dormant; and administratively, it was felt more convenient
 to manage the residual investments of CG Capital through the Company
 directly, instead of maintaining a separate entity.  Pursuant to the
 Scheme of Amalgamation, filed by CG Capital with the High Court of
 Judicature at Bombay, the regulatory procedures are in an advanced
 stage of progress.
 
 On 6 July 2010, the Company completed the amalgamation of its
 wholly-owned subsidiary, Brook Crompton Greaves Limited with it, as
 reported in the previous years Directors Report.
 
 JOINT VENTURES
 
 During the year, to consolidate its market share in the Middle East
 market, the Company entered into a strategic alliance with the EIC
 Group, from Saudi Arabia, for establishment of 2 joint venture
 companies - Saudi Power Transformers Company
 
 Ltd (SPTC) and CG Power Systems of Saudi Arabia Ltd (PS SA). SPTC will
 strengthen the Companys manufacturing presence of medium power
 transformers in Saudi Arabia, whilst PS SA will enhance the Companys
 EPC footprint in Saudi Arabia and other Middle East countries.  The
 Company holds a 49% equity stake in SPTC and a 51% equity stake in PS
 SA, through its overseas subsidiaries, CG Power Systems Belgium N.V.
 and CG Holdings Belgium N.V. respectively.  In November 2010, the
 Company established CG-ZIV Power Automation Solutions Limited (CGZIV),
 a joint venture company in India with ZIV Aplicaciones y Tecnologia,
 S.L. (ZIV), for the manufacture of Substation Automation systems for
 substations in EHV and UHV range. ZIV, headquartered in Spain, is a key
 player in serving the needs of the electrical industry in Protection,
 Control, Measurement and Communications through state of art
 innovative, cost effective and customer oriented solutions in over 50
 countries. This joint venture is yet one more major step by the Company
 in establishing itself as a full Solutions Provider. The Company holds
 a 70% equity stake in CGZIV.
 
 DIVIDEND
 
 The Company declared three interim dividends during the year :
 
 + RS.0.80 PER EQUITY SHARE (40%)
 
 aggregating to a total dividend payout of Rs.60 crore (including
 dividend tax) declared on 25 October 2010; the Record Date for this
 purpose was 1 November 2010 and the Interim Dividend was paid on 12
 November 2010.
 
 + RS.0.80 PER EQUITY SHARE (40%)
 
 aggregating to a total dividend payout of Rs.60 crore (including
 dividend tax) declared on 28 January 2011; the Record Date for this
 purpose was 4 February 2011 and the Interim Dividend was paid on 14
 February 2011.
 
 FINANCIAL HIGHLIGHTS
 
 IN RS. CRORE
 
                           CG STAND-
                             ALONE       CGIBV 
                                        CONSOLIDATED*@  CGCONSOLIDATED**
 
 PARTICULARS               31.3   31.3     31.3    31.3     31.3    31.3
                           2011   2010     2011    2010     2011    2010
   
 a Gross Sales            6,276  5,516    4,151   3,824   10,331   9,375
 
 b Less: Excise Duty        325    232        0       0      326     234
 
 c Net Sales              5,951  5,284    4,151   3,824   10,005   9,141
 
 d Less: Operating 
   Expenses               5,019  4,427    3,711   3,442    8,661   7,864
 
 e Operating Profi t        933    857      440     382    1,344   1,277
 
 f Add: Dividend and 
   Other Income              79     69       22      32      100      94
 
 g Profi t before Interest, 
   Depreciation, 
   Amortisation 
   and Taxes              1,012    926      462     414    1,444   1,371
 
 h Less: Interest (net)       4      4       18      17       21      27
 
 i Profi t before 
   Depreciation, 
   Amortisation and 
   Taxes                  1,008    922      444     397    1,423   1,344
 
 j Less: Depreciation 
   and Amortisation          81     52      113      97      194     155
 
 k Profi t Before Tax       927    870      331     300    1,229   1,189
 
 l Less: Provision for 
   Current Year Tax         244    274       49      37      293     314
 
 m Less: Provision for 
   Deferred Tax             (11)    19       38      30       17      51
 
 n Profit After Tax         694    577      244     233      919     824
 
 o Minority Interest          0      0        0       0        0      (2)
 
 p Share of Profit/(Loss) 
   of Associate Companies     0      0        1       0        8       3
 
 q Profi t after tax, 
   minority interest 
   and share of profit/
   (loss) of                694    577      245     233      927     825
 
 Associate Companies
 
 r Extraordinary Item         0     40      (38)      0      (38)     35
 
 s Profi t available for 
   distribution             694    617      207     233      889     860
 
 t Balance brought forward 
   from previous years    1,272    811        0       0        0       0
 
 u Amount transferred on 
   amalgamation               8      0        0       0        0       0
 
 Appropriation/Distribution
 
 v Transfer to General 
   Reserve                 (70)    (62)       0       0        0       0
 
 w Interim Dividend       (141)    (81)       0       0     (141)    (81)
 
 x Corporate Tax on 
   Dividend                (23)    (13)       0       0      (24)    (14)
 
 BALANCE CARRIED TO 
 BALANCE SHEET           1,740   1,272      207     233      724     765
 
 *Consolidated Accounts of CG International BV, the holding company for
 CGs international operations.  ** Includes results of CG Stand-alone,
 Indian subsidiaries and CGIBV Consolidated.  @ Figures have been
 regrouped for the purposes of consolidation.
 
 + RS.0.60 PER EQUITY SHARE (30%)
 
 aggregating to a total dividend payout of Rs.45 crore (including
 dividend tax) declared on 23 March 2011; the Record Date for this
 purpose was 28 March 2011 and the Interim Dividend was paid on 8 April
 2011.  The above mentioned dividend payout as a percentage of the share
 capital works out to 110%. These dividends were paid on the enlarged
 equity base of Rs.128.30 crore, consequent to the bonus issue of 3
 shares for every 4 shares held, made in March 2010, which when computed
 on a pre-bonus share capital works out to 192%, as compared with last
 years dividend rate of 110%.
 
 RESERVES
 
 The Reserves, on a stand-alone basis, at the beginning of the year were
 Rs.1636 crore. The Reserves at the end of the year are Rs.2176 crore.
 
 DIRECTORATE
 
 In 2009, the Board of Directors had formed a Succession Committee to
 carry out a global search, both external and internal, to identify a
 successor for Mr Trehan.
 
 The Succession Committee identified Mr Laurent Demortier as the new CEO
 and Managing Director, who will take over as successor to Mr SM Trehan.
 
 Although, Mr SM Trehans tenure as Managing Director of the Company was
 scheduled for completion on 2 May 2011, until such time as Mr Demortier
 was appointed as CEO and Managing Director, Mr Trehans term was
 extended from 3 May 2011 to 1 June 2011 on the same remuneration as
 well as other terms and conditions applicable to his earlier tenure.
 
 Mr SM Trehan retired as the Managing Director of the Company on 1 June
 2011; however he will continue as a Non– Executive Director and has
 been appointed Vice Chairman of the Board.
 
 Mr Trehan has served the Company with dedication for 28 years; and was
 elevated to the position of Managing Director in
 
 FINANCIAL HIGHLIGHTS
 
 IN EURO MILLION
 
                          CG STAND-ALONE    CGIBV 
                                         CONSOLIDATED*@ CG CONSOLIDATED**
 PARTICULARS              31.3     31.3    31.3    31.3     31.3   31.3
                          2011     2010    2011    2010     2011   2010
 
 a Gross Sales           1,037      817     686     567    1,707   1,390
 
 b Less: Excise Duty        54       34       0       0       54      35
 
 c Net Sales               983      783     686     567    1,653   1,355
 
 d Less: Operating 
   Expenses                829      656     613     510    1,431   1,166
 
 e Operating Profit        154      127      73      57      222     189
 
 f Add: Dividend and 
   Other Income             13       10       3       5       17      14
 
 g Profi t before 
   Interest, 
   Depreciation, 
   Amortisation and 
   Taxes                   167      137      76      62      239     203
 
 h Less: Interest (net)      1        0       3       3        4       4
 
 i Profi t before 
   Depreciation, 
   Amortisation and 
   Taxes                   166      137      73      59      235     199
 
 j Less: Depreciation 
   and Amortisation         13        8      19      14       32      23
 
 k Profit Before Tax       153      129      54      45      203     176
 
 l Less: Provision for 
   Current Year Tax         40       40       8       6       48      46
 
 m Less: Provision for 
   Deferred Tax             (2)       3       6       4        3       8
 
 n Profi t After Tax       115       86      40      35      152     122
 
 o Minority Interest         0        0       0       0        0       0
 
 p Share of Profit/(Loss) 
   of Associate Companies    0        0       0       0        1       0
 
 q Profi t after tax, 
   minority interest and 
   share of profit/(loss)  115       86      40      35      153     122 
   of Associate Companies
 
 r Extraordinary Item        0        6      (6)      0       (6)      5
 
 s Profi t available for 
   distribution            115       92      34      35      147     127
 
 t Balance brought 
   forward from previous 
   years                   204      135       0       0         0      0 
 
 u Amount transferred on 
   amalgamation              1        0       0       0         0      0
 
 Appropriation/Distribution
 
 v Transfer to General 
   Reserve                 (12)      (9)      0       0         0      0
 
 w Interim Dividend        (23)     (12)      0       0       (23)   (12)
 
 x Corporate Tax on 
   Dividend                 (4)      (2)      0       0        (4)    (2)
 
 BALANCE CARRIED TO 
 BALANCE SHEET             281      204      34      35       120    113
 
 *Consolidated Accounts of CG International BV, the holding company for
 CGs international operations.
 
 ** Includes results of CG Stand-alone, Indian subsidiaries and CGIBV
 Consolidated.
 
 @ Figures have been regrouped for the purposes of consolidation.
 
 Note: Average exchange rate considered for 1 EURO in 2010-11 is Rs
 60.5116 and in 2009-10 is Rs.67.4706.
 
 May 2000. During his tenure as Managing Director, the Company has
 transformed itself from an Indian company to a truly Transnational
 Corporation. During the past 11 years as Managing Director, the Company
 witnessed a very successful turnaround. Under his able leadership, the
 Company has grown from a modest Rs.1254 crore company to a Rs.10000
 crore company, an eight-fold growth, with a compounded annual growth
 rate exceeding 19% for net revenues and over 30% for net profits, over
 the last five years. Today, the Company is a force to reckon with, and
 the 7th largest transformer manufacturer in the world. It has a
 manufacturing presence in 10 countries, and a workforce that consists
 of more than 8,000 employees from different backgrounds and cultures.
 
 The Board places on record its gratitude and appreciation for Mr
 Trehans inspirational leadership, unstinted commitment, dedication and
 bias for action, which grew the Company and its market capitalization
 multifold during his tenure as Managing Director.
 
 Mr Demortier has been appointed as an Additional Director of the
 Company, pursuant to Section 260 of the Companies Act, 1956 at the
 Board Meeting held on 2 June 2011. At this Meeting, Mr Demortier has
 also been appointed the CEO and Managing Director of the Company w.e.f
 from 2 June 2011, initially for a period of
 
 5 years. Mr Demortier brings with him rich experience and professional
 expertise in the business areas relevant to the Company.  Mr Demortier
 was most recently Senior Vice-President, of Alstom Power Sector
 in-charge of the Power Automation and Control Business Unit. He joined
 Alstom in the year 2000 and has led several Business Units (BU) both in
 T&D and Power sectors.
 
 During his eleven years with Alstom, Mr Demortier has spent eight years
 within Transmission and Distribution (T&D) and the last three years
 within the Power Business.  In T&D he has run businesses of up to Euro
 1.1 billion turnover and has led global operations employing up to
 6,200 people with 65 units across 43 countries. He has
 
 FINANCIAL HIGHLIGHTS
 
 IN USD MILLION
 
                         CG STAND-ALONE      CGIBV 
                                        CONSOLIDATED*@ CG CONSOLIDATED**
 PARTICULARS              31.3     31.3   31.3    31.3    31.3    31.3
 
 a Gross Sales           1,377    1,155    911     801   2,267   1,964
 
 b Less: Excise Duty        71       48      0       0      72      49
 
 c Net Sales             1,306    1,107    911     801   2,195   1,915
 
 d Less: Operating 
   Expenses              1,101      927    814     721   1,900   1,647
 
 e Operating Profit        205      180     97      80     295     268
 
 f Add: Dividend and 
   Other Income             17       14      4       7      22      20
 
 g Profi t before 
   Interest, 
   Depreciation, 
   Amortisation and 
   Taxes                   222      194     101     87     317     288
 
 h Less: Interest (net)      1        1       4      4       5       6
 
 i Profi t before 
   Depreciation, 
   Amortisation and Taxes  221      193      97     83     312     282
 
 j Less: Depreciation and 
   Amortisation             18       11      25     20      42      32
 
 k Profi t Before Tax      203      182      72     63     270     250
 
 l Less: Provision for 
   Current Year Tax         53       57      11      8      64      66
 
 m Less: Provision for 
   Deferred Tax             (2)       4       8      6       4      11
 
 n Profi t After Tax       152      121      53     49     202     173
 
 o Minority Interest         0        0       0      0       0      (1)
 
 p Share of Profit/(Loss) 
   of Associate Companies    0        0       0      0       1       1
 
 q Profi t after tax, 
   minority interest and 
   share of profit/(loss)  152      121      53     49     203     173
   of Associate Companies
 
 r Extraordinary Item        0        8      (8)     0      (8)      7
 
 s Profi t available for 
   distribution            152      129      45     49     195     180
 
 t Balance brought forward 
   from previous years     289      193       0      0       0       0
 
 u Amount transferred on 
   amalgamation              2        0       0      0       0       0
 
 Appropriation/Distribution
 
 v Transfer to General 
   Reserve                 (15)     (13)      0      0       0       0
 
 w Interim Dividend        (31)     (17)      0      0     (31)    (17)
 
 x Corporate Tax on 
   Dividend                 (5)      (3)      0      0      (5)     (3)
 
 BALANCE CARRIED TO 
 BALANCE SHEET             392      289      45     49     159     160
 
 *Consolidated Accounts of CG International BV, the holding company for
 CGs international operations.
 
 ** Includes results of CG Stand-alone, Indian subsidiaries and CGIBV
 Consolidated.
 
 @ Figures have been regrouped for the purposes of consolidation.
 
 Note: Average exchange rate considered for 1 USD in 2010-11 is Rs.
 45.5712 and in 2009-10 is Rs. 47.7446.
 
 led divestment, integration, acquisition, turnaround and organic growth
 mandates across the Americas, Europe, Middle East, Africa and Asia,
 with considerable exposure to emerging markets. More recently, within
 the Power Business, he has built a new BU dedicated to the development
 of Power Conversion and Power Automation Solutions for all type of
 Power Generation Plants. This BU included three R&D facilities and 14
 engineering centres in Europe, America and Asia.
 
 Prior to Alstom, Mr Demortier worked with Honeywell Corporation between
 1990 and 2000. At Honeywell, Mr Demortier held several senior
 responsibilities as Managing Director of the European Advanced Control
 
 Engineering Business; Head of the Industrial Automation & Control
 Division France, Head of the European Measurement and Control BU; and,
 Country President for Honeywell France.
 
 Mr Demortier holds an MBA from The Wharton School of the University of
 Pennsylvania, USA and a Masters Engineering Degree in Physics from
 Ecole Centrale Marseille, France.
 
 Mr Demortier holds office up to the date of the forthcoming Annual
 General Meeting, and considering that he has been appointed as CEO and
 Managing Director, the Board recommends his appointment to the Members.
 His appointment will also be subject to Central Government approval
 thereafter.
 
 Mr SM Trehan, Mr G Thapar and Mr S Bayman are the Directors who retire
 by rotation at the forthcoming Annual General Meeting; and being
 eligible, offer themselves for re-appointment to the Board.
 
 The details of the Directors being recommended for extension of tenure,
 appointment and re-appointment are contained in the accompanying Notice
 of the forthcoming Annual General Meeting.
 
 PROMOTER GROUP
 
 The Avantha Group is the promoter of the Company. For the purposes of
 the SEBI (Substantial Acquisition of Shares And Takeovers) Regulations,
 1997, the names
 
 of the Promoter entities and other entities comprising the “Group” as
 on 31 March 2011, as defined under the Monopolies and Restrictive Trade
 Practices Act, 1969, are detailed at ANNEXURE 1 to this Report.
 
 RESEARCH AND DEVELOPMENT
 
 The Companys “Technology Vision 2015” continues to steer the Companys
 efforts on development of new products. During the year, a significant
 percentage of the turnover generated in India was through recent
 products developed, which were less than 3 years old. The Company has
 also launched initiatives for eight platform technologies which would
 be pursued in the near future.
 
 In the Company, R&D projects are undertaken in India as well as at
 overseas locations, driven centrally by the Global R&D Centre in India.
 A collaborative approach on project selection, prioritization and
 regular reviews ensures adequate focus on commitments and time-frames
 which keeps the R&D efforts aligned with its Technology Vision and
 business priorities, at all times.
 
 The recent development of products suitable for Extra High Voltage
 transmission of 1200 kV is a testimony to the success of the focused
 approach of recent years.  The Company has been in the forefront for
 developing high voltage products and after developing products of up to
 800 kV, over the last two years has indigenously designed and developed
 the first 1200 kV Current Voltage Transformer and first 1200 kV Surge
 Arrester in the world for a research station being established by Power
 Grid Corporation of India Limited (PGCIL), the largest power utility in
 India.
 
 Towards attaining global leadership in high voltage power products, the
 Company has also established one of the worlds largest Ultra High
 Voltage (UHV) Research Centres at Nashik, which would be operational by
 2012. This UHV research centre is a giant leap towards fulfilling the
 Companys cherished objective of positioning itself as the dominant
 player in the Ultra High Voltage arena.
 
 Exhaustive information about the new products and processes developed
 during the year along with technology absorption, energy conservation
 measures and future directions are detailed at annexure 2 to this
 Report.
 
 The Companys efforts at innovation was recognised by the Industry,
 when it received the “India Power Award for R&D efforts” for New
 Product Development, for its 765 kV SF6 circuit breaker.
 
 It is a matter of pride that, 11 out of 14 R&D technology centres have
 been recognized by the Department of Scientific and Industrial Research
 (DSIR). These recognitions will also enable the Company to achieve
 enhanced tax benefits and provide greater impetus for R&D activities.
 The balance three technology centres are in the process of applying for
 recognition.
 
 SUBSIDIARY COMPANIES
 
 The Company has four Indian subsidiaries - CG Energy Management Limited
 (CEM), CG Capital & Investments Limited (CG Capital), CG-PPI Adhesive
 Products Limited (CGPPI) and CG-ZIV Power Automation Solutions Limited
 (CGZIV). CEM, CG Capital and CGZIV are subsidiaries of the Company, and
 CGPPI, being a subsidiary of CG Capital, in terms of the provisions of
 the Companies Act, 1956, is also the Companys subsidiary.
 
 The Netherlands-based CG International B.V, a 100% subsidiary of the
 Company, is the ultimate mother holding company of the 30 downstream
 subsidiaries, as under :
 
 + CG HOLDINGS BELGIUM N.V.
 
 + CG POWER HOLDINGS IRELAND LIMITED
 
 + CG POWER SYSTEMS BELGIUM N.V.
 
 + CG AUTOMATION SYSTEMS UK LIMITED
 
 + PAUWELS TRAFO GENT N.V.
 
 + CG AUTOMATION SYSTEMS USA INC.
 
 + CG POWER SYSTEMS IRELAND LIMITED
 
 + VISERGE LIMITED
 
 + CG SALES NETWORKS FRANCE SA
 
 + MICROSOL LIMITED
 
 + CG SERVICE SYSTEMS CURACAO N.V
 
 CG SERVICE SYSTEMS FRANCE SAS + CG HOLDINGS HUNGARY KFT + CG HOLDINGS
 GERMANY GMBH
 
 CG ELECTRIC SYSTEMS HUNGARY ZRT.  + CG SALES NETWORKS AMERICAS INC.  +
 CG POWER SOLUTIONS USA INC.  + CG POWER SYSTEMS CANADA INC.  + CG POWER
 SOLUTIONS UK LIMITED + CG POWER SYSTEMS OF SAUDI ARABIA LTD + CG POWER
 SYSTEMS USA INC.  + CG HOLDINGS USA INC + CG SALES NETWORKS SINGAPORE
 PTE. LTD + CG POWER COUNTY LLC + CG HOLDINGS BRAZIL LTDA + POWER COUNTY
 WIND PARK SOUTH LLC + CG GLENMORE LLC + POWER COUNTY WIND PARKS LLC +
 PT. CG POWER SYSTEMS INDONESIA + POWER COUNTY WIND PARK NORTH LLC
 
 In totality, as on 31 March 2011, the Company has 35 subsidiaries, 4
 Indian and 31 foreign.
 
 Pursuant to a general exemption granted by the Ministry of Corporate
 Affairs under Section 212 of the Companies Act, 1956, the Company is
 not required to annex to this Report, the Annual Reports of the above
 mentioned 4 Indian subsidiaries and 31 foreign subsidiaries, for the
 year ended 31 March 2011. However, if any Member of the Company or its
 subsidiaries so desires, the Company will make available the Annual
 Accounts of the subsidiaries to them, on request. These will also be
 available for inspection at the Registered Office of the Company and of
 its subsidiaries, during working hours up to the date of the Annual
 General Meeting.
 
 The details of each subsidiary with respect to capital, reserves, total
 assets, total liabilities, details of investment (except in case of
 investment in subsidiaries), turnover, profit before taxation,
 provision for taxation, profit after taxation and proposed dividend are
 detailed at Page 123 of this Report.
 
 BRANCH OFFICE
 
 The Company has established a branch office at Poland. The stand-alone
 financial statement of the Company includes the financial statement of
 its Poland branch i.e.  Crompton Greaves Ltd SA.
 
 CONSOLIDATION OF ACCOUNTS
 
 As required by Accounting Standards AS-21 and AS-23 of the Institute of
 Chartered Accountants of India, the financial statements of the Company
 reflecting the consolidation of the Accounts of the Company, its 35
 subsidiaries mentioned above, and five Associate Companies, are annexed
 to this Report.  The Associate Companies are Avantha Power &
 Infrastructure Limited, CG Lucy Switchgear Limited, Pauwels Middle East
 Trading & Contracting Pvt Co. LLC, CEnergy-Glenmore Windfarm 1 LLC and
 Saudi Power Transformers Company Ltd.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 As required by the Companies (Disclosure of Particulars in the Report
 of Board of Directors) Rules, 1988, the relevant data pertaining to
 conservation of energy, technology absorption and foreign exchange
 earnings and outgo are given in the prescribed format as ANNEXURE 2 to
 this Report.
 
 PARTICULARS OF EMPLOYEES
 
 The statement of particulars required pursuant to Section 217(2A) of
 the Companies Act, 1956 read with the Companies (Particulars of
 Employees) (Amendment) Rules, 2011, forms a part of this Report.
 However, as permitted by the Companies Act, 1956, the Report and
 Accounts are being sent to all Members and other entitled persons
 excluding the above statement. Those interested in obtaining a copy of
 the said statement may write to the Company Secretary at the Registered
 Office and the same will be sent by post.  The statement is also
 available for inspection at the Registered Office, during working hours
 up to the date of the Annual General Meeting.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 The Directors would like to assure the Members that the financial
 statements for the year under review conform in their entirety to the
 requirements of the Companies Act, 1956.
 
 The Directors confirm that : + the annual accounts have been
 
 prepared in conformity with the applicable
 
 Accounting Standards;
 
 + the accounting policies selected and applied on a consistent basis,
 give a true and fair view of the affairs of the Company and of the
 profit for the financial year;
 
 + sufficient care has been taken that adequate accounting records have
 been maintained for safeguarding the assets of the Company; and for
 prevention and detection of fraud and other irregularities;
 
 + the annual accounts have been prepared on a going concern basis.
 
 AUDITORS
 
 The Companys Statutory Auditors, Sharp & Tannan, hold office up to the
 conclusion of the forthcoming Annual General Meeting; and, being
 eligible, are recommended for re-appointment on terms to be negotiated
 by the Audit Committee of the Board of Directors. They have furnished
 the requisite certificate to the effect that their re-appointment, if
 effected, will be in accordance with Section 224(1B) of the Companies
 Act, 1956.
 
 At the 73rd Annual General Meeting of the Members of the Company held
 on 19 July 2010, the Members had empowered the Board of Directors to
 approve appointment as well as fixation of remuneration of Branch
 Auditors. The Company proposes to appoint Pricewaterhouse Coopers as
 the Branch Auditors to audit the accounts for the Companys Poland
 Branch.
 
 The Company had appointed Ashwin Solanki & Associates, Cost
 Accountants, to audit the cost accounts related to the Companys
 products, namely, Electric Lamps, Electric Fans, Electric Motors, Power
 Driven Pumps, Transformers and Alternators, for 2009-2010. The due date
 for filing the above cost audit reports was
 
 30 September 2010; the actual date of filing was 8 September 2010. The
 Company has re-appointed Ashwin Solanki & Associates as Cost Auditors,
 for the financial year 2010-2011, for all the above six products.
 
 FIXED DEPOSITS
 
 The Company has discontinued acceptance of fresh deposits and also
 renewal of existing deposits. 59 persons have not claimed repayment of
 their matured deposits amounting to Rs.7,49,000 as at
 
 31 March 2011. At the date of this Report, an amount of Rs.30,000 has
 been claimed and repaid therefrom, or transferred to the Investor
 Education Protection Fund, on completion of seven years.
 
 Link Intime India Pvt. Ltd (formerly Intime Spectrum Registry Limited)
 continues to be the Companys Registrars for all matters related to the
 Companys Fixed Deposit Scheme. The contact details of Link Intime
 India Pvt. Ltd are mentioned in the Report on Corporate Governance.
 
 SHARE REGISTRAR & TRANSFER AGENT
 
 The Companys Registrar & Transfer Agents for shares is Datamatics
 Financial Services Ltd (DFSL). DFSL is a SEBI-registered Registrar &
 Transfer Agent. The contact details of DFSL are mentioned in the Report
 on Corporate Governance.
 
 Investors are requested to address their queries, if any to DFSL;
 however, in case of difficulties, as always, they are welcome to
 contact the Companys Investor Services Department, the contact
 particulars of which are contained in the Report on Corporate
 Governance.
 
 ENVIRONMENT, HEALTH & SAFETY
 
 All manufacturing locations of the Company have received ISO 14001
 Environmental Standards and Management Certification and OHSAS 18001
 Certification for Occupational Health & Safety Assessment Systems. The
 Company periodically conducts surveillance audits of both ISO 14001 and
 OHSAS 18001, to ensure continued conformity with these standards.
 
 The theme of this year has been achievement of “zero reportable
 accident status” across the Companys manufacturing locations in India.
 Personal protection equipment provided to workmen was enhanced at
 various locations, which has resulted in reduction of the number of
 reported accidents. Safety audits were undertaken by independent
 assessors to assess the safety effectiveness at locations.  The Company
 periodically conducts mock/ test drills for improving overall awareness
 and responsiveness towards emergency situations. On-the-job training is
 provided for handling risks associated with electrical equipment, hot
 works, working at heights, fire fighting and the various measures to
 handle resultant medical emergencies. An external audit for evaluation
 of fire risks was conducted at some manufacturing locations.
 
 National Safety Week was observed at all the Companys locations from 4
 March 2011 to 10 March 2011, during which safety and first aid
 awareness was enhanced amongst employees by conducting essay
 competitions and lectures on different aspects of safety.
 
 The Company fosters environment friendly manufacturing practices at all
 locations. In this endeavour, it has been replacing use of hazardous
 substances such as lead and mercury used during certain manufacturing
 processes, with environment friendly processes. The Company is entirely
 replacing thermocol packaging for its Consumer Products, with
 environment friendly packaging materials.
 
 A hygienic and healthy working environment is the norm followed across
 
 all manufacturing locations. Various health check-ups for employees are
 regularly undertaken at all of the Companys locations, especially for
 the workmen who are working with hazardous processes.
 
 The Company is also increasing its focus on manufacturing value added
 products, which conserve energy or which can be utilized for power
 generation through non- conventional renewable sources such as wind and
 solar energy.
 
 ACKNOWLEDGEMENTS
 
 The Directors acknowledge and are grateful for the encouragement and
 co-operation extended by the financial institutions, banks, government
 authorities, customers, vendors and Members during the year under
 review and look forward to their continued support.
 
 The Directors also wish to convey their sincere appreciation to the
 Companys employees at all levels, for their continued dedication, hard
 work and commitment which has been a significant enabler in achieving
 the Companys high performance levels.
 
 On behalf of the Board of Directors
 
 G THAPAR
 
 Chairman
 
 Mumbai, 2 June 2011