The Members of EMCO Limited,
 
 The Directors take pleasure in presenting their 46th Annual Report on
 the business and operations of the Company and statement of accounts
 for the year ended 31st March 2011.
 
 Financial Results
 
 During the year the performance of the Company was as under:
 
                                                           Rs in lakhs
 
                                         Current Year    Previous Year
                                              2010-11          2009-10
 
 Total Income                              105,106.90       110,656.65
 
 Profit Before Taxation                    (6 ,561.14)       18,328.97
 
 Less: Provision for Tax - Current                  -         4,480.00
 
 Deferred Tax                               (2,114.57)          275.38
 
 Earlier Year Tax                              (23.30)          193.93
 
 Profit After Taxation                      (4,423.27)       13,379.66
 
 Add: Balance brought forward 
 from previous year                         24,114.61        13,566.60
 
 Profit Available For 
 Appropriation                              19,691.34        26,946.26
 
 APPROPRIATIONS:
 
 General Reserve                                    -         1,400.00
 
 Debenture Redemption Reserve                       -           417.33
 
 Proposed Dividend                             130.27           866.98
 
 Tax on Dividend                                17.79           147.34
 
 Balance carried to Balance Sheet           19,543.28        24,114.61
 
 TOTAL APPROPRIATION:                       19,691.34        26,946.26
 
 
 Review of Operations
 
 During the year under review, Income from Sales and Services was
 104,947 lakhs against 97,855 lakhs in the previous year registering
 growth of 7.24%.
 
 The Company has incurred a net loss of Rs 4,423 lakhs in current
 financial year against the net profit of Rs 13,379 lakhs in previous
 financial year. The profit of previous financial year includes
 extra-ordinary item of Rs 12,735 lakhs which was arising out of sale of
 investment in EMCO Energy Limited, a wholly owned subsidiary of the
 Company.
 
 The Company''s performance was adversely affected due to Project -
 Sub-station business where we have experienced execution challenges
 which include designs, drawings and estimations for lump sum items and
 also had cost overrun due to delay and quantity variation coupled with
 from prices at the time of project closure. Further Transformers
 Industry is passing through a tough time due to competition as a result
 of excess capacity within the country which leads to pressure on
 margin.
 
 The Company is focusing on commissioning of the projects which will
 release the retention money and reduce the interest cost.  The Company
 has also taken necessary corrective actions and effective measures to
 improve the performance of the Company.
 
 Dividend
 
 Considering the past performance of the Company and to maintain the
 consistent track record of dividend your Directors are pleased to
 recommend for your approval, a dividend of 10% i.e. Re. 0.20/- per
 share (previous year 70% i.e.  Rs 1.40 per share) on face value of Rs
 2/- each for the financial year 2010-11 out of the accumulated profits
 of the previous years.
 
 Subsidiaries
 
 The Company had three direct subsidiaries in the year under review,
 namely:- a) EMCO Power Limited,
 
 b) EMCO Renewable Energy Limited*,
 
 c) EMCO Overseas Pte Limited, Singapore And four step-down
 subsidiaries, namely
 
 a) East West Power Generation Company Limited,
 
 b) EMCO Infrastructure Limited
 
 c) EMCO Edison Transformer (Pty) Limited, South Africa
 
 d) PT Setenco Investa Niaga, Indonesia
 
 *The name of the Company is changed from EMCO Power Infrastructure
 Limited to “EMCO Renewable Energy Limited” on December 23, 2010.
 
 In terms of general circular issued by the Ministry of Corporate
 Affairs, Government of India under section 212 (8) of the Companies
 Act, 1956, a copy of Statement of Accounts along with the reports of
 the Board of Directors and Auditors Report of the above subsidiary
 companies are not being attached with the Annual Report of the Company.
 
 The Company will make available Annual Accounts of the subsidiary
 companies and related information to any members who may be interested
 in obtaining the same. The Annual Accounts of subsidiary companies will
 also be kept open for inspection at the Registered Offce of the Company
 and that of the respective subsidiary companies between 10:00 A.M.  and
 12:00 Noon on any working day of the Company and its subsidiaries.
 
 The Consolidated Financial Statements presented by the Company includes
 the financial results of the subsidiary companies.
 
 Fixed Deposit
 
 During the year under review the Company has neither invited nor
 accepted any fixed deposits from the public.
 
 Directors
 
 Mr. Ajay Kumar Dhagat has been appointed as Managing Director of the
 Company at the Board Meeting held on April 19, 2010 and his terms of
 appointment including remuneration was Confirmed by the Members of the
 Company at their Annual General Meeting held on August 25, 2010.
 
 In accordance with Section 256 of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Rajesh S.  Jain and Mr.
 Shailesh S. Jain, Directors of the Company, are liable to retire by
 rotation at the ensuing Annual General Meeting and being eligible,
 offer themselves, for reappointment.
 
 Further the tenure of Mr. Rajesh S. Jain and Mr. Shailesh S. Jain as
 Whole Time Director will cease on October 19, 2011 and October 18, 2011
 respectively. The Remuneration, Nomination and Selection Committee of
 the Board of Directors of the Company has recommended the Board for the
 re-appointment of Mr.  Rajesh S. Jain and Mr. Shailesh S. Jain as Whole
 Time Director designated as Chairman and Vice Chairman respectively for
 a period of three years subsequent to the date of cessation of their
 current tenure. The Board has approved the same and recommended to the
 members for their approval at the ensuing Annual General Meeting.
 
 Mr. Anil Kumar Sardana ceased to be a Director of the Company with
 effect fro m January 14, 2011. The Board places on record its
 appreciation for the contribution made by Mr Anil Kumar S ardana during
 his tenure as Independent Director of the Company.
 
 Mr. R.S. Shah ceased to be a Director of the Company with effect from
 April 19, 2010 on expiry of his term as Director-Technical of the
 Company. The Board places on record its appreciation for the services 
 rendered by Mr R.S. Shah during his tenure as Director- Technical of 
 the Company.
 
 The above appointments/re-appointments forms part of the Notice of the
 46th Annual General Meeting. The profle of these Directors as required
 under Clause 49 of the Listing Agreement entered with the Stock
 Exchange(s), are given in the notice of the 46th Annual General
 Meeting.
 
 Management Discussion and Analysis
 
 The Management Discussion and Analysis forms part of the Directors''
 Report is annexed hereto.
 
 Corporate Governance Report
 
 As required by clause 49 of the Listing Agreement with Stock
 Exchange(s), a report on Corporate Governance and a certificate
 confirming compliance with requirement of Corporate Governance forms
 part of this report.
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirement of Section 217(2AA) of the Companies Act,
 1956, with respect to the Directors'' Responsibility Statement, it is
 hereby confirmed:
 
 (i) that in the preparation of the accounts for the financial year
 ended on 31st March, 2011, the applicable accounting standards have
 been followed along with proper explanation relating to material
 departures, if any;
 
 (ii) that the Directors had selected such accounting policies and
 applied them consistently and made judgements and estimates that were
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as at March 31,2011 and of the profit /
 loss of the Company for the year ended on that date;
 
 (iii) that the Directors had 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 had prepared the accounts for the financial 
 year ended on 31st March, 2011 on a ''going concern'' basis.
 
 Employee Stock Option Scheme (ESOS)
 
 Your Company has always worked on the idea that the greatest strength
 is its human resources and it is this resource, which makes your
 Company a force to reckon with in the highly competitive environment.
 With this view your Company has an Employee Stock Option Scheme 2006,
 for the employees.  The details of options under the said Scheme as
 required under ESOP Disclosures to be made under Clause 12.1 of the
 Securities and Exchange Board of India (Employee Stock Option Scheme
 and Employee Stock Purchase Scheme) Guidelines, 1999 are given below:
 
 Sr.  Particulars                          Particulars
 No.
 
 1.  Options Granted                       325,850 Options
 
 2.  Pricing formula                       Options have been granted 
                                           at the closing market price 
                                           of the Equity Shares of the 
                                           Company one day prior
                                           to the date of grant.
 
 3.  Options vested                        177,025 Options
 
 4.  Options exercised                     38,000 Options
 
 5.  Total number of Ordinary
 shares arising out of the Options         190,000 Shares
 
 6.  Options lapsed                        243,650 Options
 
 7.  Variation of terms of Options         N.A.
 
 8.  Money realized by exercise of 
 the Options                               Rs 171 lakhs
 
 9.  Total number of options in 
 force                                     44,200 Options
 
 10. i). Detail of option granted 
 to senior management personnel            Ajay Kumar Dhagat 5,000 
                                           options
 
                                           Parag Paranjpe 10,000 
                                           options
 
                                           Ajay Prasad    5,000 options
  
                                           Satish Gupta   2,000 options
 
                                           Sunil Rustagi  1,200 options
 
                                           N.K. Mukherjee 2,000 options
 
                                           Sanjay Badve   2,000 options 
 
                                           Deepak Khandelwal 4,000 
                                           options
 
 ii).  Any employee who receives in 
 any one year of grant of options          Ajay Kumar Dhagat
 amounting to 5% or more of options 
 granted during the year (2010-11)         Parag Paranjpe
 
                                           Ajay Prasad
 
 iii).  Employees who were granted 
 options during any one year, equal to     NIL
 or exceeding 1% of the issued capital 
 of the Company at the time of the
 grant.
 
 11 . Diluted EPS calculated in 
 accordance with Accounting Standard 20    Rs (7.05) per share
 issued by per share ICAI for the year 
 ended 31st March 2011
 
 12. i) Method of calculation of 
 employee compensation Cost.               N.A.
 
 ii) Difference between the 
 employee compensation cost                N.A.
 so compared at (i) above and the 
 employee compensation cost that 
 shall have been recognised if fair 
 value of options had been used.
 
 iii) The impact of the difference on 
 profits and EPS of the Company for        N.A.
 the year ended 31st March, 2011 had
 fair value of options had been used for
 accounting employee Options.
 
 13.  Weighted average exercise price      N.A. 
 and weighted average fair value of
 options granted during the year whose 
 exercise price equals market price of 
 stock on the grant date.
 
 (there are no options granted whose 
 exercise price either exceeds or
 less than the market price of the 
 stock on the date of grant).
 
 14.  A description of the method and      N.A.
 significant assumptions used to
 estimate the fair values of options, 
 including the following
 weighted average information:
 
 (i) Risk Free Interest Rate
 
 (ii) Expected Life
 
 (iii) Expected volatility
 
 (iv) Expected Dividends
 
 The Price of the underlying share in market at the time of option
 granted
 
 Note: In view of the Sub division of the shares and in terms with the
 relevant provisions of ESOS - 2006 the Options stand adjusted along
 with entitlement to apply for 5 equity share of Rs 2/- each instead of
 one Equity shares of Rs 10/- each.
 
 Particulars of Employees
 
 In terms of the provisions of Section 217 (2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of employees are required to
 be set out in the annexure to the Directors'' Report. However as per the
 provisions of section 219 (1)(b)(iv) of the said Act, the Annual Report
 excluding the aforesaid information is being sent to all the members of
 the Company and others entitled thereto. Any member interested in
 obtaining such particulars may write to the Company Secretary.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings & Outgo
 
 Information as 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 annexed
 to and forms part of this report.
 
 Cost Accounting Records
 
 Your Company is required to maintain cost accounting records in respect
 of manufacture of power transformers and generation of electricity from
 Wind Mill (Power) pursuant to the Cost Accounting Records (Engineering
 Industries) Amendment Rules, 2001. The Company has complied with the
 above requirement for the year ended 31st March 2011.
 
 Auditors
 
 The Company''s Auditors, M/s. P. Raj & Co., Chartered Accountants hold
 offce up to the conclusion of the forthcoming 46th Annual General
 Meeting and being eligible offer themselves for re-appointment. The
 Company has received letter from them giving their consent to act as
 Auditors of the Company and stating that their re-appointment, if made,
 would be within the prescribed limits under Section 224(1-B) of the
 Companies Act, 1956. Your Directors recommend their re-appointment.
 
 Insurance
 
 All the assets of the Company are adequately insured.
 
 Acknowledgement
 
 Your Directors would like to express their grateful appreciation for
 the assistance, support and co-operation received from the Financial
 Institutions, Banks, Government Authorities and Shareholders during the
 year under review. Your Directors would also like to take this
 opportunity to express their appreciation to the dedicated and
 committed employees for the contribution in trying to achieve the
 Company''s vision to “To Build A World Class Company Through Reliability
 And Be A Great Place To Work”.
 
                                     On behalf of the Board of Directors
 
                                                        For EMCO LIMITED
                                                                    Sd/-
                                                          Rajesh S. Jain
                                                                Chairman
 
 Mumbai 
 May 30, 2011