To the Members
 
 The Directors are pleased to present the Annual Report along with the
 Audited Financial Statements for the period from 1st April 2010 to 31st
 March 2011.
 
 1.  Financial Results
 
 Highlight of Financial Results for the year are as under: 
 
                                                      [Rupees in lacs]
 
                             2010-11                   2009-10
 
 Particulars            Standalone Consolidated Standalone Consolidated
 
 Sales                      26,833       29,761    21,585       25,717
 
 Other Income                  150          494       388          572
 
 Total Income               26,983       30,255    21,973       26,289
 
 Total Expenditure          24,556       28,581    20,217       25,262
 
 Profit/(Loss) before 
 depreciation, interest
 and Exceptional Items       2,427        1,674     1,750        1,027
 
 Depreciation                  468        1,082       455          766
 
 Interest                      812          909       581          604
 
 Profit/(Loss) before 
 Exceptional Items           1,147         (317)      720         (343)
 
 Exceptional Items               -            -         -            -
 
 (i) Surplus on FCCB Buyback     -            -     6,113        6,113
 
 (ii) Net Foreign Exchange 
 Fluctuation                     -            -      (158)       (1,58)
 
 Profit/(Loss) before Tax    1,147         (317)    6,674        5,612
 
 Provision for Taxation        312          405     1,084        1,101
 
 Adjustment for Minority 
 Interest                        -            -         -          (15)
 
 Net Profit/(Loss)             835         (722)    5,590        4,496
 
 2.  Dividend
 
 Directors are pleased to recommend a dividend of Rs. 1.20 per equity
 share of the face value of Rs.2 for the year ended 31st March, 2011
 (Previous year Rs.4 per share, including Rs.3 per share as one-time
 special dividend on account of exceptional items). This dividend,
 subject to the approval at the AGM on August 29lh 2011 will be paid to
 the shareholders whose names appear on the Register of Members as on
 23rd August 2011.  The dividend will absorb Rs.291 lacs including
 dividend tax.
 
 3.  Performance:
 
 During the year under review, the Company has achieved revenue on
 consolidated basis at Rs.303 Crores compared to previous year''s revenue
 of Rs.263 Crores. The pre-tax loss (without considering the exceptional
 items) was reduced from Rs.3.43 crores during 2009-10 to Rs.3.17 crores
 during 2010-11.
 
 4.  Management Discussions and Analysis
 
 (i) Industry Environment and outlook for the future:
 
 During the year 2010 -11 electrical equipment industry has experienced
 sustained growth momentum with a growth rate of approximately 14%. The
 overall outlook for the industry future continues to be healthy.
 
 While the general picture is thus fairly rosy, there are a number of
 factors that continue to cause concern; addressed in a focused manner,
 can brighten the picture even further. The large gap between the
 budgeted capacity addition during the fifth plan and the reality till
 date indicates that the shortfall in the planned capacity addition will
 be substantial. Same is the case with respect to investments in
 transmission and distribution sector through RAPDRP Schemes as well as
 other initiatives. 2011 -12 being the last year of the
 fifth-five-year-plan is expected to see the usual last minute efforts
 to reduce this gap resulting in increased opportunities. However, what
 is required is sustained level of high investment in these areas if
 India were to address its power needs efficiendy and eliminate the
 scourge of power shortages in the near future.
 
 International markets for power system equipment which your Company is
 addressing also show sustained growth, with the utilities in USA
 increasing their spend under various government initiatives and various
 countries in Europe particularly Eastern Europe and Russia drawing up
 plans for substantial increase in their investments in modernization of
 power sector. Green initiatives across the Western Europe are also a
 cause for optimism. African market, in the long term has a huge
 potential for growth.
 
 Thus the overall outlook for various products, systems, solutions and
 projects in which your company is engaged in remains healthy. However,
 substantial capacity additions and fairly large gap between the plans
 and achievements with respect to capacity additions and other
 investments in this sector, particularly in India, would also mean
 continued pressure on margins.
 
 (ii) Overall Company strategy:
 
 Since its inception as a joint venture, the company had an arrangement
 of receiving its technology from its JV partner and addressing
 primarily the Indian market. Since 2003 the company started branching
 out into lines of business other than those of its JV and developing its
 own technology for these business lines.
 
 Exit of its the then JV partner from the company in 2006 gave your
 company the freedom and an opportunity to grow in the global markets
 and at the same time the challenge of self reliance in the field of
 technology was posed. Your company accepted this challenge of ensuring
 that all its product lines offer the state-of-the-art-technology
 acceptable across the global markets and consequendy the opportunity of
 being able to address the global markets for its rapid and sustained
 growth.
 
 Towards this your company has invested significantly in acquiring and
 strengthening high technology companies in Canada and in Germany and in
 establishing significant R&D facilities in India. This strategy has now
 enabled the company to be able to offer, starting from the year
 2011-12, an array of new products and technologies in the global
 markets, which will propel the growth of the company in the future.
 
 In parallel, the company has put in place a strategy of backward
 integration to capture the value chain in the manufacturing activity
 through significant investments in world class manufacturing facilities
 - mainly in India for basic manufacturing and in other countries in
 local manufacturing as appropriate.  This will not only allow us to
 offer competitive products across the global markets but will also help
 in improving margins.
 
 The twin strategies of ownership of state-of-the-art-technology and the
 related IPs in all its core activities and capturing significant parts
 of the value chain will be the foundation of your company''s march
 towards sustained and rapid growth in the future.
 
 (iii) Operations:
 
 During the year 2010-11, the Indian operations of the Company have
 grown satisfactorily both in terms of sales as well as profits. Sales
 have shown a growth of 24% which is ahead of the market growth and the
 profits from ordinary operations (without considering the exceptional
 items) at EBIDTA level have grown by 50% over the year 2009 -10. The
 growth of order book is also generally satisfactory though the Company
 has consciously stayed away from low profitability opportunities
 particularly in the area of Turnkey projects. Considering the healthy
 order book and the expected growth of the industry in the coming year,
 your company expects to grow significantly during the year 2011-12.
 
 The Company''s international operations continue to gain strengths as
 the Company is gradually moving from investment phase into market
 realization phase. Thus the Company''s Canadian operations at ERL Phase
 have shown a 20% increase in order input, its international sales and
 marketing operations at ERLMINT has doubled its Order intake and
 Switch craft Europe GmbH in Germany has seen the first orders from the
 European markets. As these subsidiaries in Canada and Germany complete
 their new product introduction, which have been somewhat delayed,
 during 2011-12 the international operations are expected to show
 considerable growth during 2011-12 and sustained growth at higher
 levels thereafter.
 
 In order to counter the pressures on the margins and to be able to
 cater to the expected growth in global demand through its various
 international operations, the Company has initiated major investments
 in manufacturing and backward integration with a new manufacturing base
 at Harohalli, near Bangalore.  The first phase of the investment is
 likely to be completed and the commercial production of the same will
 be commenced during the second half of the current financial year. This
 coupled with growth of the business and various odier actions being
 taken by your Company to reduce costs, would address the issues
 concerning the pressure on the margins and the results from the same
 can be expected from the year 2012-13 onwards.
 
 5.  Subsidiary Companies and Consolidated Financial Statements:
 
 There has been no material change in the nature of the business of the
 subsidiaries.
 
 Consolidated Accounts in accordance with the requirements of Accounting
 Standards AS 21 (read with AS 23) issued by the Institute of Chartered
 Accountants of India, the Consolidated Accounts of the Company and its
 subsidiaries are annexed to this Annual Report. A statement pursuant to
 Section 212 of the Companies Act, 1956, relating to subsidiaries in
 India and abroad, is attached to mis Report. 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. Annual Accounts of the subsidiary companies will also be
 available for inspection by any Member of the Company/its subsidiaries
 at the Registered Office of the Company.
 
 6.  Human Resource Development
 
 During the year under review, a number of HR and training initiatives
 were taken to supplement the Company''s effort towards business
 sustainability and growth. On the industrial relations front, your
 Company has a cordial relationship with its employees and union.
 
 The total number of employees as at 31st March 2011 was 432.
 
 7.  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
 
 8.  Fixed Deposit
 
 The Company has not accepted any public deposit and, as such, no amount
 on account of principal or interest on public deposits was outstanding
 as on the date of the Balance Sheet.
 
 9.  Corporate Governance Report 
 
 Reports on Corporate Governance in accordance with Clause 49 of the
 Listing Agreements with Stock Exchanges, along with Auditors Report
 thereon are given separately as Annexure B in this Annual Report.
 
 10.  Directors
 
 Mr Hari Eswaran and Mr Rakesh Garg, Directors 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.
 
 11.  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.
 
 12.  Auditors
 
 M/s. Brahmayya & Co., Chartered Accountants and M/s R Subramanian &
 Co., Chartered Accountants, the joint statutory auditors of the
 Company, hold office upto the conclusion of the forthcoming Annual
 General Meeting and are eligible for re-appointment.
 
 13.  Particulars of Research and Development, Conservation of Energy,
 Technology Absorption, etc:
 
 The particulars as prescribed under section 217(l)(e) of the Act, read
 with the Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988, are set out in Annexure C to this Report.
 
 14.  Particulars of Employees
 
 The information required to be furnished under Section 217 (2 A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975 is set out in the annexure to the Directors'' Report. Having
 regard to the provisions of Section 219 (1) (b) (iv) of the Companies
 Act, the Annual Report together with Accounts, is being sent to the
 Members of the Company, excluding statement of particulars of employees
 under Section 217(2A) of the Act. Members desiring to have a copy of
 the same may write to the Registered Office of the Company.
 
 15.  Acknowledgement
 
 Your Directors thank all its valued customers, suppliers and other
 business associates. They appreciate continued support from Banks and
 look forward to their co-operation in the future.
 
 Your Directors place on record their appreciation of the dedicated
 efforts put in by the employees at all levels and wish to thank the
 Shareholders for their unstinted support and co-operation.
 
                               For and on behalf of Board of Directors
 
 Place: Chennai                                           Hari Eswaran
 
 Date: 25th July, 2011                                        Chairman