The Directors are pleased to present the 22nd Annual Report and the
 audited accounts for the financial year ended March 31,2011.
 
 Financial Results
 
 The financial performance of the Company for the financial year ended
 March 31,2011 is as follows: 
 
 
 Financial Performance
 
                                                     (Rs./Cr.)
 
 Particulars                              As on 31st March
 
                                           2011       2010
 
 Sales & Other Income                     134.23     246.19
 
 Operating Profit (EBITDA)                (39.43)     23.84
 
 Financial Charges                          7.31      17.92
 
 Depreciation                               5.26       7.00
 
 Profit before Extra Ordinary Items       (52.00)      3.92
 
 Extraordinary ltem(Profit on Slump Sale 
 of Switchgear Business)                  395.13       0.00
 
 Profit before Tax                        343.13       0.00
 
 Tax Expense                               79.65       1.07
 
 Profit after Tax                         263.48       2.85
 
 Add: Profit brought forward from 
 previous year                              3.29       5.94
 
 Profit available for appropriation       266.77       8.79 
 
 Appropriation:
 
 i) Transfer to General Reserve           200.00       5.50
 
 ii) Special Interim Dividend on Equity 
 Shares                                    16.95        -
 
 iii) Arrears of Preference Dividend        0.40        -
 
 iv) Preference Dividend for current year   0.10        -
 
 v) Corporate Tax on Dividend               2.89        -
 
 vi) Balance carried to Balance sheet      46.42        -
 
 Your Company achieved a turnover and other income of Rs.134.23 Cr. for
 the year ended March 31, 2011 as against Rs. 246.19 Cr. in the previous
 financial year.
 
 TRANSFER OF BUSINESS
 
 Pursuant to the decision in the meeting of the Board of Directors of
 the Company held on 22nd July, 2010 and the approval of the
 Shareholders of the Company through Postal Ballot, the Company has
 transferred the entire business of developing, manufacturing and
 selling Low Voltage Miniature Circuit Breakers, Residual Current
 Circuit Breakers, Air Circuit Breakers, Moulded Case Circuit Breakers,
 Distribution Boards, Fuses, Fuse Bases, Switches, Feeder Pillars,
 Contractors, Thermal Overload Relays(Switchgear Business), which is a
 separate segment as per AS 17, Segment Reporting, to a wholly owned
 subsidiary of Legrand France SA by way of Slump Sale as defined under
 Section 2(42C) of the Income Tax Act, 1961 on a going concern basis
 w.e.f. 9th September, 2010 for a total value of Rs.530.00 Crores on a
 Cash and Debt free basis.
 
 Consequent upon the Slump Sale of the Switchgear Business, the current
 year financial results include the performance of the Switchgear
 Business Segment upto 8th September, 2010.  Accordingly the operating
 results for the year ended 31st March, 2011 are not comparable with
 those forthe preceding year.
 
 DIVIDEND
 
 (1) DIVIDEND ON EQUITY SHARES
 
 The Board of Directors at their meeting held on 11th October,2010 had
 declared and paid a Special Interim Dividend of Rs. 10/-(100%) per
 share. The total amount of Interim dividend for the year ended 31st
 March, 2011 is Rs. 16.95 Cr.
 
 In order to conserve the available funds for further growth and
 expansion of the Companys business, the Board of Directors do not
 recommend any further dividend for the year under review and hence the
 interim dividend of 100% per equity share paid during the year shall be
 considered as the final dividend.
 
 (2) DIVIDEND ON PREFERENCE SHARES
 
 The Board of Directors at their meeting held on 11th October, 2010 had
 approved the payment of arrears of dividend on 1,000,000 10% Cumulative
 Redeemable Preference Share of Rs. 10/- each held by the foreign
 collaborators for the Financial year 2007 to 2010.
 
 Further the Board of Directors at their meeting held on 17,th March,
 2011 had approved the payment of Dividend to 1,000,000 10% Cumulative
 Redeemable Preference Share of Rs. 10/-each for the Financial
 year2010-2011.
 
 The Tax on Dividend works qut Rs. 2.89 Cr. which has since been paid.
 
 REDEMPTION OF PREFERENCE SHARES
 
 The Board of Directors at their meeting held on 17th March, 2011 had
 approved the redemption of 1,000,000 10% Cumulative Redeemable
 Preference Shares of Rs. 10/- at par amounting to Rs. 10,000,000/-
 (Rupees One Crore only) which were allotted to Heinrich Kopp, GmbH of
 Germany. The effect of redemption of Preference shares has been given
 in the Annual Accounts of the Company forthe current year.
 
 DIRECTORS
 
 In accordance with the Articles of Association of the Company, Shri A.
 K. Ghosh and Shri Vinay Mahendru, Directors are liable to retire by
 rotation at the ensuing Annual General Meeting and being eligible,
 offer themselves for re-appointment.  The information required to be
 furnished under Clause 49 of the Listing Agreement is given in the
 Notice of the Twenty Second Annual General Meeting.
 
 There are on other changes in the Composition of the Board of Directors
 of the Company.
 
 DIRECTORSRESPONSIBILITY STATEMENTS
 
 Pursuant to the requirement under Section 217(2-AA) of the Companies
 Act, 1956, with respect to Directors Responsibility Statement, it is
 hereby confirmed:
 
 i. That in the preparation of the Annual Accounts for the Financial
 Year ended 31st March, 2011, the applicable accounting standards have
 been followed along with proper explanation relating to material
 departures, if any;
 
 ii. That the Directors have selected such accounting policies and
 applied them consistently and made judgements 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 the financial year and of the
 profit or loss 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;
 
 iv. That the Directors have prepared the Annual Accounts for the
 Financial Year ended 31st March, 2011, on a going concern basis.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with the Accounting Standard AS-21 on Consolidated
 Financial Statements , the audited Consolidated Financial Statements
 are annexed to and forming part of this Report.
 
 AUDITORS AND AUDITORS REPORT
 
 M/s. J.C. Bhalla & Co., Chartered Accountants, Statutory Auditors of
 the Company, hold office until the conclusion of the ensuing Annual
 General Meeting and are eligible for re-appointment.
 
 The Company has received letter from them, to the effect that their
 reappointment, if made, would be with in the prescribed limits under
 Section 224 (1B) of the Companies Act, 1956 and they are not
 disqualified for such re-appointment with in the meaning of Section 226
 of the said Act.
 
 The Notes on Accounts referred to in the Auditors Report are
 self-explanatory and therefore, do not call for any further comments.
 
 REPORT ON CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement, a report on the
 Corporate Governance for the year under review along with Auditors
 Certificate regarding Compliance of Corporate Governance are given in
 the Annexure-A and B and form part of this Report.
 
 PARTICULARS OF EMPLOYEES
 
 Provisions of Section 217 (2A) of the Companies Act, 1956 read with
 Companies (Particulars of Employees) Rules, 1975 as amended from time
 to time are not applicable to the Company, since no employee of the
 Company was in receipt of the remuneration in excess of the limits as
 specified in the said rules.
 
 PERSONNEL
 
 Personnel relations with all employees and workers remained cordial and
 harmonious throughout the year. Your Directors wish to place on record
 their sincere appreciation for the devoted services of all the
 employees and workers of the Company.
 
 CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING
 & OUTGO
 
 Information required under Section 217(1 )(e) of the Companies Act,
 1956, read with Rule 2 of the Companies (Disclosure of Particulars in
 the Report of the Board of Directors) Rules, 1998, as amended form time
 to time, is given in Annexure-C and forms part of Directors Report.
 
 SUBSIDIARY COMPANY:
 
 During the financial year 2010-11, IAFL Cables Ltd.(formerly Indo Asian
 Cables Ltd.) has become a wholly owned subsidiary of the Company. The
 Annual Accounts of the said Company are annexed to and forming part of
 this Report.
 
 Statement pursuant to Section 212 of the Companies Act, 1956 relating
 to the Subsidiary Company is annexed to and forming part of this
 Report. The detailed copy of Annual Report of the subsidiary company
 will be made available to the shareholders on request and will also be
 kept for inspection by any shareholder at the Registered/Coporate
 Office of the your company.
 
 LISTING OF SHARES
 
 The Equity shares of the Company continue to be listed on the Bombay
 Stock Exchange Limited (BSE) and the National Stock Exchange of India
 Ltd. (NSE).
 
 FIXED DEPOSITS
 
 During the year, the Company has re-paid all the fixed deposits. The
 Company has no unclaimed / unpaid deposit.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Management Discussion and Analysis Report for the year under review as
 stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges is presented in a separate section forming part of the Annual
 Report.
 
 ACKNOWLEDGEMENT
 
 Your Directors express their appreciation for the support and
 co-opearation received from the financial Institutions, Banks,
 Government authorities, customers, vendors and members during the year
 under review. Your Directors also wish to place on record their deep
 sense of appreciation for the committed services by the executives,
 staffs and workers of the Company.
 
                             On behalf of the Board of Directors
 
 Place: Noida                                     (V.P. Mahendru)
 
 Dated:12th May, 2011             Chairman-cum-Managing Director