The Members
 
 The Directors have pleasure in presenting the 25th Annual Report on
 the business and operations of your Company and Audited Financial
 Statements for the financial year ended on 31st March, 2011.
 
 FINANCIAL RESULTS:
 
                                                    (Rs. In Millions)
 
 Particulars                                  2010-2011     2009-2010
 
 Sales and other Income                        23114.23      20168.35
 
 Profit before Interest, Depreciation & Tax     3412.19       2859.15
 
 Interest & Financial Charges                   1924.82       1332.52
 
 Depreciation                                   1077.76        723.76
 
 Profit before Tax                               409.61        802.87
 
 Provision for Tax                                76.14        136.45
 
 Profit after Tax (Before Deferred Tax)          333.47        666.42
 
 Provision for Deferred Tax                       50.63        120.39
 
 Profit after Deferred Tax                       282.84        546.03
 
 Prior period adjustment                           5.41         (8.06)
 
 Profit after prior period adjustment            288.25        537.97
 
 Surplus brought forward                        1494.03       1198.05
 
 Balance                                        1782.28       1736.02
 
 (a) Proposed Dividend on Equity Shares            0.00         28.69
 
 (b) Proposed Dividend on Preference Shares        0.00          7.20
 
 (c) Tax on Dividend                               0.00          6.10
 
 (d) Transfer to General Reserves                200.00        200.00 
 
 Balance Carried forward                        1582.28       1494.03
 
 DIVIDEND
 
 In Order to conserve the financial resources, the Board of Directors of
 the Company do not recommended any Dividend on Equity Share and on
 Preference Share for the financial year 2010-11.
 
 OPERATIONS
 
 During the year, your Company has achieved a turnover of Rs. 22968.93
 Millions representing an increase of 14.69% over the previous year
 turnover of Rs. 20027.53 Millions. The Net Profit for the year is Rs.
 288.25 Millions as against Rs. 537.97 Millions of the previous year.
 
 EXPORTS
 
 During the year, the Company has achieved Export Turnover of Rs. 611.48
 Millions as against Rs. 534.53 Millions. Our Exports are mainly from
 Engineering & Projects Division. It was marginally increase compared to
 previous year.
 
 DIRECTORS
 
 In accordance with the provisions of section 256(1) of the Companies
 Act, 1956 and the Article 153 of the Articles of Association of the
 Company, Mr. Shailesh Bhandari, Managing Director and Mr. Avinash
 Bhandari, Joint Managing Director, Dr. Sudhir Kapur, Directors of the
 Company, retire by rotation at the ensuing Annual General Meeting and
 being eligible offer themselves for re-appointment.
 
 During the year, Mr. Ashok Kumar Lahiri was appointed as a Director on
 26.10.2010 and resigned on 04.02.2011. ICICI Venture Funds Management
 Company Limited on July 06 2011 has withdrawn the nomination of Mr.
 Parth Gandhi as a Nominee Director and Mr. Parth Gandhi has also given
 his resignation letter on July 06, 2011. The same was received by the
 Company on July 28, 2011 and the Board of Directors has approved the
 same on Board meeting held on August 12, 2011. The Board places on
 record its appreciation for the services rendered by him during his
 tenure as Member of the Board.
 
 SUBSIDIARIES
 
 As on March 31st, 2011, the Company has the following Subsidiaries
 namely:
 
 1.  ET Elec-Trans Limited
 
 2.  Bhaskarpara Coal Company Limited
 
 3.  Jinhua Indus Enterprises Limited
 
 4.  Jinhua Jahari Enterprises Limited
 
 5.  Shree Ram Electrocast Private Limited
 
 6.  Hans Ispat Limited
 
 7.  Shree Hans Papers Limited
 
 8.  Electrotherm Mali SRL
 
 As per Section 212 of the Companies Act, 1956, we are required to
 attach Directors'' report, Auditors'' Report, Balance Sheet and Profit
 and Loss account of our subsidiaries. The Ministry of Corporate
 Affairs, Government of India vide its Circular No.2/2011 dated
 08.02.2011 has provided an exemption to Companies from complying with
 section 212, provided such Companies publish the Audited Consolidated
 financial statements in the Annual Report. Accordingly the Annual
 Report 2010-11, does not contain the financial statements of our
 subsidiaries. The audited annual accounts and related information of
 our subsidiaries, where applicable, will be made available upon
 request. These documents will also be available for inspection during
 business hours at our registered office. The same will also given on
 our website : www.electrotherm.com
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 Pursuant to clause 41 of the Listing Agreement entered into with Stock
 Exchanges, the Board of Directors has pleasure in attaching the Audited
 Consolidated Financial Statements prepared in accordance with the
 Accounting Standards prescribed by the Institute of Chartered
 Accountants of India.
 
 FIXED DEPOSIT
 
 The Company has neither accepted nor invited any deposit from public,
 within the meaning of section 58A and 58AA of the Companies Act, 1956
 and the Rules made there under.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to section 217(2AA) of the Companies Act, 1956, the Board of
 Directors of the Company hereby state and confirm that:
 
 1.  In the preparation of the annual accounts for the year ended on
 31st March, 2011, the applicable accounting standards have been
 followed by the company along with proper explanation relating to
 material departures, if any;
 
 2.  Appropriate accounting policies have been selected and applied
 consistently and have 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 financial year and of the profit of the
 company for that period;
 
 3.  Proper and sufficient care has been taken 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 frauds and other irregularities.
 
 4.  The Annual Accounts have been prepared on a going concern basis.
 
 RESEARCH & DEVELOPMENT
 
 R & D is the back bone of the company and could progress due to focus
 on new product - process development in line with emerging technology
 and customer demand. Development activity is primarily addressing
 energy efficiency, safety apart from user friendliness. R & D manpower
 is continuously exposed to learn new technology and encouraged to take
 challenge being demanded by the industry.
 
 The development activity is addressing changing requirement and
 features in the existing product manufactured and sold by the company.
 It also addresses the raising needs of the existing customers by way of
 new equipment or process.
 
 HUMAN CAPITAL DEVELOPMENT AND INTEGRATION WITH BUSINESS PROCESSES IN
 THE COMPANY
 
 The Company on its journey to build Organizational Capability has taken
 following initiatives to cope up with change in business environment
 during the year;
 
 - Communication of Vision, Mission and Values across the Organization.
 
 - Engaged Customer Lab for Strategy Development through implementation
 of Strategy Map and Balanced Scorecard. Linked Performance Management
 System to Balanced Scorecard. Linked Variable Pay to performance.
 Launched Recognition Program to create conducive environment by
 developing healthy result oriented work culture and promoting
 collaborative teams.
 
 - Conducted Organization Pulse Survey across the organization through
 KPMG to know the pulse of the organization.
 
 - Rolled out HR Policies to strengthen the HR systems & processes and
 retain the right talent.
 
 - EBIDTA improvement and operational excellence initiatives taken in
 Steel Division including development of Maintenance Systems in DIP
 Division. Strengthen Project Management Capability and launched Total
 Quality Management Initiatives in E&P Division in partnership with
 Price Waterhouse Coopers.
 
 - Investment in Training and Development of People for capability
 building. Launched Induction Training Program.
 
 - Launched Mass-scale Innovation Workshop, an organization wide
 intervention to convert Vision into Reality.
 
 - Institutionalized Corporate Communication Function to strengthen
 employee engagement. Launched Jyoti - People First Bulletin to bring
 visibility of various happenings in the company and connect the people.
 
 - Strengthened Enterprise Resource Management capability through
 implementation of SAP software across the organization.
 
 - Launched Knowledge Management Portal to enhance the organization''s
 performance through the improvement and sharing of organizational
 knowledge.
 
 - Initiatives to transform Recruitment to Talent Management.
 
 - Designed Organization Structure for all the levels and developed Role
 Profiles for the various positions.
 
 Industrial Relations were cordial at all locations. In a challenging
 environment and business conditions, the support from the workforce was
 positive throughout.
 
 The Company had 02 employees who were in receipt of remuneration of not
 less than Rs. 60.00 Lacs during the year or Rs. 5.00 Lacs per month
 during any part of the said year. The information required under
 section 217(2A) of the Companies Act, 1956 and the Rules made there
 under is not provided in the Annexure forming part of the Report. In
 terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are
 being sent to the shareholders excluding the aforesaid Annexure. Any
 Shareholder interested in obtaining a copy of the same may write to the
 Company Secretary of the Company.
 
 COST AUDITOR
 
 Pursuant to Section 233-B of the Companies Act, 1956 and Circular No. F
 No. 52/26/cab-2010 dated 02.05.11 and Circular No. F. No.52/
 26/cab-2010 dated 03.05.11 issued by the Ministry of Corporate affairs,
 Cost Audit Branch ordering the Cost Audit of the Listed Companies for
 its Steel Plant and Electricity Industry every year. Hence to
 comply the said order, the Company has appointed M/s. V.H. Savaliya &
 Associates, Ahmedabad as a Cost Accountant for the year 2011-12. The
 Cost Audit Report for the year 2011-12 will be submitted to the Central
 Government on or before the due date.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNING AND OUTGO
 
 The additional information required under the provisions of section
 217(1)(e) of the Companies Act, 1956 read with the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988 is given in Annexure - A which forms part of this Annual Report.
 
 GROUP FOR INTER-SE TRANSFER OF SHARES
 
 As required under Regulation 3(1)(e) of the Securities and Exchange
 Board of India (Substantial Acquisition of Shares and Takeovers)
 Regulations, 1997, person constituting Group (within the meaning
 defined in the Monopolies and Restrictive Trade Practice Act, 1969) for
 the purpose of availing exemption from applicability of the provisions
 of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in
 Annexure –B which forms part of this Annual Report
 
 CORPORATE GOVERNANCE
 
 Your Company has fully complied with the requirements of Clause 49 of
 the Listing Agreement regarding Corporate Governance. Pursuant to
 Clause 49 of the Listing Agreement, a Corporate Governance Report along
 with a Certificate from the Auditors confirming the compliance is
 annexed and forms a part of this report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Pursuant to Clause 49 of the Listing Agreement, Management Discussion
 and Analysis Report are annexed after the Director''s Report and forms a
 part of this report.
 
 AUDITORS & AUDITORS'' REPORT
 
 M/s. Mehta Lodha & Co., Chartered Accountants, Ahmedabad, Statutory
 Auditors of the Company, retires at the forthcoming Annual General
 Meeting and the Company has received a certificate pursuant to Section
 224(1B) of the Companies Act, 1956 from them to the effect that their
 re-appointment, if made, will be in accordance with the limits as
 specified in the said section.
 
 There are no qualifications or adverse remarks in the Auditors'' Report
 which require any clarification/explanation. The Notes to Accounts
 forming part of the financial statements are self explanatory and needs
 no further explanation.
 
 APPRECIATION
 
 Your Directors wish to place on record their appreciation for the
 valuable co-operation and support received from the Customers and
 Suppliers, various Financial Institutions, Banks, Government
 Authorities, Auditors and Shareholders during the year under review.
 Your Directors also wish to place on record their deep sense of
 appreciation for the devoted services of the Executives, Staff and
 Workers of the Company for its success.
 
                                         For and on behalf of the Board
 
 Place : Ahmedabad                                      Mukesh Bhandari
 
 Date : 12th August, 2011           Chairman & Chief Technology Officer