Dear Members,
 
 The Directors have great pleasure in presenting 53rd Annual Report
 together with the Audited accounts for the year ended March 31, 2011.
 
                                                     (Rs. In Lacs)
 
 FINANCIAL RESULTS:                       Year ended      Year ended
                                          31.03.2011      31.03.2010
 
 Gross Operational Income                  10,810.39        7,970.91
 
 Less: Excise Duty                            646.51          436.45
 
 Net Operational Income                    10,163.88        7,534.46
 
 Gross Profit                               1,402.46        1,160.71
 
 Less: Depreciation                           239.68          156.40
 
 Profit before tax                          1,162.78        1,004.31
 
 Less: Provision for Taxation 
 - Current                       234.00                       197.00
 
 - MAT Credit Entitlement        (54.00)
 
 - Deferred                      (29.28)                       29.90
 
                                              150.72
 
 Profit after taxes                         1,012.06          777.41
 
 Excess/(Short) Provision for taxation 
 of earlier year                                3.15           (4.50)
 
 Adjustment in respect of earlier years        (0.80)          (1.85)
 
 Surplus of previous year                      54.20           49.78
 
 Profit available for appropriation         1,068.61          820.84
 
 Appropriations:
 
 Transferred to General Reserve               750.00          520.00
 
 Proposed Dividend                            225.87          210.81
 
 Tax on Dividend                               36.64           35.83
 
 Surplus Carried to Balance Sheet              56.10           54.20
 
 
 OPERATIONS:
 
 As envisioned, the output from Dehradun plant has been continuously
 improving with sustained efforts combined with aggressive marketing,
 the Company has been able to book higher orders despite keen
 competition resulting in increased sales. These two factors have helped
 the Company to show marked improvements in the top-line and
 bottom-line.
 
 The Company continues its policy of assertive marketing, vendor
 development and outsourcing of intermediate products which will reflect
 in better results at the end of financial year 2011-2012.
 
 The Companys performance further improved due to the following :
 
 - The Company supplied 2 MW Traction sub-station with HIRECT rectifier
 sets for Mumbai Monorail which is the first monorail in India in the
 year 2010-2011. The Company is targeting the business of Monorail in
 India and South East Asia for further growth.
 
 - The Company executed an order with a rating of 6MW for graphite
 application and the Company expects to do further business in this area
 in the coming financial year. The market in India of High Current
 Rectifiers (Water Cooled) is showing positive signs of improvement.
 
 - The Company will continue its sustained efforts in the export market
 in the current year to create a niche in the global market.
 
 DIVIDEND:
 
 The Directors are pleased to recommend for consideration of the
 Shareholders at the Annual General Meeting, payment of dividend @ 75%
 (Rs. 1.50 per share) amounting to Rs.2,25,86,895/- for the year ended
 31st March, 2011 (previous year Rs.2,10,81,102/-).
 
 DEPOSITS:
 
 Deposits amounting to Rs.4,00,000/- due for payment on or before 31st
 March,2011 remained unclaimed by the depositors on that date.  Letters
 have been sent to such depositors reminding them to claim their
 deposits
 
 BOARD OF DIRECTORS:
 
 As per the Provisions of the Companies Act, 1956 and in terms of the
 Articles of Association of the Company, Shri Pawan Kumar Golyan & Shri
 Bharat Swaroop, Directors of the Company retire by rotation and being
 eligible, offer themselves for re-appointment.
 
 The Board has appointed Shri Akhil Marfatia as an Additional Director
 of the Company with effect from April 11, 2011. His term expires at the
 forthcoming Annual General Meeting of the Company. Being eligible, he
 offers himself for re-appointment and the Board recommends that he be
 re-appointed.
 
 During the year Shri Jayant H. Shah expressed his inability to continue
 as Director of the Company due to his old age. Your Board places its
 appreciation for the services rendered by Shri Jayant H. Shah during
 the tenure of his directorship.
 
 DIRECTORS RESPONSIBILITY STATEMENT:
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
 confirm that:
 
 1.  In the preparation of the annual accounts, the applicable
 Accounting Standards have been followed.
 
 2.  Appropriate policies have been selected and applied consistently
 and judgments and estimates wherever made are 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.
 
 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 fraud and other irregularities.
 
 4.  The annual accounts have been prepared on a going concern basis.
 
 AUDITORS:
 
 M/s. Khandwala & Shah, Chartered Accountants, Auditors of the Company
 are retiring at the ensuing Annual General Meeting. They are eligible
 for re-appointment and have expressed their willingness to act as
 Auditors, if re-appointed. The Company has received a certificate from
 them that they are qualified under section 224 (1B) of the Companies
 Act, 1956, for appointment as Auditors of the Company. Members are
 requested to consider their appointment and fix their remuneration.
 
 M/s. Daga & Chaturmutha, Chartered Accountants, Branch Auditors of the
 Company for Nashik Plant are retiring and eligible for re-appointment
 and have expressed their willingness to act as Branch Auditors of the
 Company.
 
 M/s. R. Gupta & Associates [name of the firm changed from Mullick & Co.
 to R. Gupta & Associates], Chartered Accountants, Branch Auditors of
 the Company for Dehradun Plants are retiring and eligible for
 re-appointment and have expressed their willingness to act as Branch
 Auditors of the Company.
 
 AUDITORS OBSERVATIONS:
 
 The observations of the auditors contained in their Report have been
 adequately dealt with in the Notes to the Accounts given in Schedule
 R which are self explanatory and therefore, do not call for any
 further comments.
 
 SECRETARIAL COMPLIANCE REPORT:
 
 As required under the amended provisions of the Companies Act, 1956,
 the Company is required to obtain Secretarial Compliance Certificate
 from a Practicing Company Secretary. The same is enclosed and form part
 of this report.
 
 DEPOSITORY SERVICES:
 
 The Companys Equity Shares have been admitted to the depository
 mechanism of the National Securities Depository Limited (NSDL) and also
 the Central Depository Services (India) Limited (CDSL). As a result the
 investors have an option to hold the shares of the Company in a
 dematerialised form in either of the two Depositories. The Company has
 been allotted ISIN No. INE835D01023.
 
 Shareholders therefore, are requested to take full benefit of the same
 and lodge their holdings with Depository Participants [DPs] with whom
 they have their Demat Accounts for getting their holdings in electronic
 form.
 
 CORPORATE GOVERNANCE:
 
 Your Company continued to practice good governance as set out by the
 Securities & Exchange Board of India.  In addition to the basic
 governance issues, the Board laid a strong emphasis on transparency,
 accountability and integrity. The detailed report on compliance of
 Corporate Governance and Management Discussion Analysis as stipulated
 in Clause 49 of the Listing Agreement is enclosed and form part of this
 Report.
 
 CODE OF CONDUCT:
 
 Your Company is committed to conducting its business in accordance with
 the applicable laws, rules and regulations and highest standards of
 business ethics. In recognition thereof, the Board of Directors have
 implemented a Code of Conduct for adherence by the Directors and Senior
 Management Personnel of the Company. This will help in dealing with
 ethical issues and also foster a culture of accountability and
 integrity.
 
 PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNING AND OUTGO:
 
 The information pursuant to section 217 (I) (e) of the Companies Act,
 1956 read with the Companies (Disclosure of particulars in the Report
 of Board of Directors) Rules, 1988 are given in Annexure I to this
 report.
 
 PARTICULARS OF EMPLOYEES:
 
 Particulars required under section 217(2A) of the Companies Act, 1956
 read with the Companies (particulars of employees) Rules, 1975 are
 given in the prescribed format as an Annexure II to the Directors
 Report.
 
 LISTING:
 
 The Company has listed its Shares on The Bombay Stock Exchange Ltd., &
 National Stock Exchange of India Ltd. The Company is regular in payment
 of Listing Fees.
 
 SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:
 
 The Company has taken all the necessary steps for safety and
 environmental control and protection at the plant.
 
 ACKNOWLEDGMENT:
 
 The Directors wish to convey their appreciation to the Companys
 shareholders, customers, suppliers, bankers, distributors and all the
 technology partners for the support they have given to the Company and
 the confidence, which they have reposed in its management and the
 employees for the commitment and dedication shown by them.
 
                             For and on behalf of the Board of Directors
 
                                             For Hind Rectifiers Limited
 
                                                           S. K. Nevatia
 
                                             Chairman & Managing Director
 
 Registered Office:
 
 Lake Road, Bhandup (W),
 
 Mumbai - 400 078.
 
 Place: Mumbai
 
 Dated: 30th May, 2011