The Directors present the 37th Annual Report of your Company together
 with the audited accounts for the financial year ended 31st March 2012
 
 1. Financial Performance
 
 The standalone and consolidated audited financial results for the year
 ended 31st March 2012 are as follows:                  [Rs in lacs]
 
 Particulars                  Standalone               Consolidated
                   2011-2012  2010-2011     2011-2012    2010-2011
 
 Sales and 
 Other Income        29,602     26,983        34,522      30,255 
 
 Earnings before
 interest, 
 Depreciation
 and Tax (EBIDTA)     3,340      2,508         3,421       1,755
 
 Depreciation           521        468         1,464       1,082
 
 Interest             1,805        894         2,384         990
 
 Profit/(Loss) 
 before tax &
 Exceptional Items    1,014      1,146          (427)       (317)
 
 Exceptional Items       -          -             -           -
 
 Profit/(Loss) 
 before tax           1,014      1,146          (427)       (317)
 
 Provision for tax       84        312           298         405
 
 Share of Loss / 
 Profit of Associates     -         -            (24)         -
 
 Net Profit/(Loss)      930        834          (701)       (722)
 
 2. Dividend
 
 After making significant investments over the last few years in
 globalising the Company''s business and also in creating a global
 manufacturing base in India, your company now needs to focus on
 successfully taking its entire range of new products to various markets
 and on ramping up the volumes. Hence there is a need to balance,
 conserve the resources of the company and to satisfy the shareholders
 expectations. Keeping in mind these factors your Directors have
 proposed to pay a dividend of 10% on Equity Shares at Re.0.20 per share
 of Rs.2 each for the financial year 2011-12 and are hopeful of
 returning to more substantial dividend payouts in the future.
 
 3. Operations Review
 
 The performance of your company on a standalone basis and of the
 various operating subsidiaries is as follows:
 
                  Easun 
                  Reyrolle              ERL 
                                        Phase 
                                        Power
                  Limited, 
                  India                 Technology, 
                                        Canada
 Particulars     (Rs. in Lacs)         (,000 USD)
                  11-12        1041      1142      10-11
 
 Sales           29,602      26,983     8,200      5,564
 
 EBIDTA           3,340       2,508       347     (1,092)
 
 PBT              1,014       1,146       192     (1,245)
 
 PAT                930         834       192     (1,245)
 
                    ERL 
                    Marketing      Switchcraft Europe     Switchcraft Ltd
                    Int., Sharjah  GmbH, Germany          Hongkong
                  (,000 USD)     (,000 Euro)            (,000 USD)
 
 Particulars    11-12   10-11      11-12     1041       11-12    10-11
 
 Sales          6,011   2,706        715      166         136       91
 
 EBIDTA           179       2       (849)    (581)        (43)    (698)
 
 PBT               77     (70)    (2,151)  (1,147)       (141)    (763)
 
 PAT               77     (70)    (2,471)  (1,150)       (141)    (763)
 
 As can be seen from the above figures, on a standalone basis, the
 company has achieved a growth of 10% on sales and other income and 5%
 on the Post tax profit. All the company''s subsidiaries in Canada,
 Sharjah and Germany has shown substantial improvement in their sales
 and other income and except for Switch craft (Germany and Hong Kong),
 all other subsidiaries have moved into profit zone.
 
 5. Preparation of Financial Statements in consonance with revised
 Schedule VI of the Companies Act, 1956
 Company has prepared and presented the Financial Statements for the
 year under review in accordance with the revised Schedule VI of the
 Companies Act, 1956, as notified by the Ministry of Corporate Affairs.
 Accordingly, previous year''s figures have been regrouped / re-stated
 wherever necessary to conform to the classification in the current
 year.
 
 6. Subsidiary Companies and Consolidated Financial Statements
 
 There has been no material change in the nature of the business of the
 subsidiaries.
 
 In accordance with the Statement of Accounting Standard on Consolidated
 Financial Statements (AS 21) issued by the Institute of Chartered
 Accountants of India, Financial Statements of Company''s subsidiaries
 have been considered in the accompanying Consolidated Financial
 Statements of the Company. As per guidance given in the circular issued
 by Ministry of Corporate Affairs, the Board of Directors has consented
 for sending annual financial accounts of the company without attaching
 the Balance Sheets of the subsidiary companies. Shareholders who wish
 to have a copy of the full report and accounts of the subsidiary
 companies will be provided on receipt of a written request from them.
 The above documents will also be available for inspection by any
 shareholder at the registered office of the Company as well as
 registered office of the subsidiary company, on any working day during
 the business hours.
 
 7. Human Resource Development
 
 During the year under review, your Company continued to have cordial
 relations with all employees at all the units. The Company recognizes
 the importance of human capital and strives to enrich professional and
 technical skills within the organization. Your Directors recognize the
 team''s valuable contribution and place on record their appreciation
 for the employees across the organization.
 
 Employee strength as on 31st March 2012 was 398 as compared to 432 in
 the previous year.
 
 8. Employee Stock Option Scheme
 
 The Company introduced an Employee Stock Option Scheme for the benefit
 of its executives effective from 29th September, 2010.
 
 Details of the stock options granted under the Employee Stock Option
 Scheme, 2009 are disclosed in compliance with Clause 12 of the
 Securities and Exchange Board of India (Employee Stock
 
 Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and
 set out in Annexure A of this Report.
 
 9. Fixed Deposits
 
 Your Company did not invite or accept any fixed deposit pursuant to
 provisions of Section 58A of the Companies Act, 1956. During the year
 no amount either on interest or principal, remained outstanding as on
 the date of the Balance Sheet.
 
 10. Corporate Governance Report
 
 Your Company has been practicing the principle of good Corporate
 Governance over the years and ensures to comply with the provisions of
 Clause 49 of the Listing Agreements with Stock Exchanges. A detailed
 report on the Corporate Governance Code and practices of the Company
 along with a certificate from the Auditors of the Company regarding
 compliance of the conditions of Corporate Governance as stipulated
 under the Listing Agreements are given in a separate section in this
 Annual Report.
 
 11. Directors
 
 Mr. Hari Eswaran, Chairman and Dr W SJones, Director retire by rotation
 and being eligible, have offered themselves for re-appointment. A brief
 background of both the Directors is given in the Corporate Governance
 Report.
 
 The Board of Directors, at its meeting held on 31st March, 2012,
 appointed, subject to the approval of the Members at the Annual General
 Meeting, Mr. Raj H Eswaran as the Managing Director of the Company, on
 a 5-year-term with effect from 1st April, 2012. Members may please
 refer Item No.7 in the accompanying Notice of the Annual General
 Meeting for the terms of appointment and remuneration of Mr. Raj H
 Eswaran.
 
 Mr.J D N Sharma, after serving your Company as Chief Executive for 16
 years, retired on 31st March 2012. Directors place on record his
 significant contributions made towards the progress of the Company. To
 take advantage of his knowledge gained during the last 16 years the
 Board invited Mr. J D N Sharma to become a Director and he has accepted
 to join the Board as Additional Director. Mr. J D N Sharma vacates
 office as Additional Director and is eligible for appointment as
 Director at the ensuing General Meeting.
 
 12. Directors'' Responsibility Statement
 
 As required under Section 217(2AA) of the Companies Act, 1956, the
 Directors of the Company hereby state and confirm:
 
 (i) that in the preparation of Annual Accounts for the year, applicable
 Accounting Standards have been followed along with proper explanations
 relating to material departures;
 
 (ii) that 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 as at the end of the financial year and of
 the profit of the Company for the year under review;
 
 (iii) that the Directors, have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities and
 
 (iv) that the Directors have prepared the Annual Accounts on a going
 concern basis.
 
 13. Auditors
 
 The Statutory Auditors of the Company, M/s Brahmayya & Co., Chartered
 Accountants and M/s R Subramanian & Co., Chartered Accountants retire
 at the ensuing Annual General Meeting
 
 and have confirmed their eligibility for re-appointment in terms of
 Section 224 (1B) of the Companies Act, 1956.
 
 The Audit Committee and the Board of Directors recommend appointment of
 M/s Brahmayya & Co., Chartered Accountants and M/s R Subramanian & Co.,
 Chartered Accountants as Statutory Auditors of the Company from the
 conclusion of ensuing Annual General Meeting up to the conclusion of
 the next Annual General Meeting of the Company.
 
 14. Particulars of Employees
 
 The information required under Section 217 (2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975,
 are annexed to this Report, and they form part of this Report. Having
 regard to the provisions of Section 219(1)(b)(iv) of the Companies Act,
 1956, the Annual Reports together with Accounts, are being sent to the
 members of the Company, excluding statement of Particulars of Employees
 under Section 217(2A) of the Act. Any Member interested in receiving
 copy of the Particulars of Employees, may write to the Company at the
 Registered Office
 
 15. Particulars of Research and Development, Conservation of Energy,
 Technology Absorption and Foreign Exchange Earnings / Outgo
 
 Information required under Section 217(1) (e) of the Companies Act,
 1956, read with the Companies (Disclosure of Particulars in Report of
 the Board of Directors) Rules, 1988, is attached as Annexure - C and
 forms part of this Report.
 
 16. Acknowledgement
 
 The Directors accept and convey their sincere appreciation to all
 employees of the Company for their continued commitment towards
 achieving company''s goal. The Directors also acknowledge and are
 grateful to the Bankers, Shareholders, Vendors and other Stakeholders
 for their continued confidence, co-operation and support.
 
                                                 For and on behalf of 
                                                   Board of Directors
 
 Place: Chennai                                          Hari Eswaran
 
 Date: 14th August 2012                                      Chairman