Dear Shareholders,
 
 The Directors have pleasure in presenting the 49th Annual Report of
 your Company and Audited Accounts for the year ended 30th June 2011.
 While the financial year 2010-11 offered quite a few challenges from
 the business point of view, the management of your Company could
 effectively deal with those challenges and pave the way for improving
 the performance on a sustained basis.
 
 FINANCIAL RESULTS AND APPROPRIATIONS:
 
                                                     (Amount in Lacs)
 
                    Year ended June 30, 2011 Year ended June 30, 2010
 
 Sales                         24914.98                19269.53
 
 Other Income                     25.78                   21.46
 
 Total Sales and Other Income  24940.76                 19290.99
 
 Profit before Interest
 and Finance Charges,
 Depreciation & Taxation        3047.67                  2190.30
 
 Less : Interest and Finance 
 Charge                         1626.67                  1157.24
 
 Less: Depreciation              392.48                   350.29
 
 Profit before Taxation         1028.52                   682.77
 
 Less: Provision for Taxation
 · Current                       229.09                    88.66
 
 · Deferred                       77.90                   135.21
 
 · Fringe Benefit Tax               -                       -
 
 Profit After Tax                721.53                   458.90
 
 Extra ordinary item             443.50                      -
 
 Net Profit                      278.03                   458.90
 
 Earning per share Before 
 extra ordinary items –Basic       8.75                     5.52
 
 Diluted                           8.75                     5.52
 
 Earning Per Share After 
 extra-ordinary Items Basic        3.30                     5.52
 
 Diluted                           3.30                     5.52
 
 Note: Previous year figures have been regrouped/rearranged wherever
 necessary.
 
 OPERATIONS:
 
 Production of transformers for the financial year was increased by
 22.65% to 5426 MVA as against 4424 MVA during the previous year and
 sales in terms of MVA was increased by 28.67% to 5175 MVA as compaired
 to 4022 MVA during the previous year. Your Company recorded a
 significant growth of 29% in net sales at Rs. 249.41 crores during the
 year as against Rs.192.90 crores in 2009-10. During the year, your
 Company also exported transformers worth Rs. 9.25 crores. The Net
 Profit after Tax (PAT) but before Extra Ordinary Item was higher by 57%
 at Rs.7.21 crores as compared to Rs.4.59 crores during the previous
 financial year. One of the important highlights during the year was
 exit of the Company from the Corporate Debt Restructuring system by
 payment of recompense which has been provided as the extra-ordinary
 item and Net Profit after Extra Ordinary Item was Rs.2.78 crores.
 
 Key Achievements
 
 a) 50/66 MVA, 161/34.5 KV Power Transformer for export successfully
 passed Short Circuit test at CPRI Bhopal at first instance. This was
 the highest rating ever done by Bhopal till date.
 
 b) Your Company has also received a prestigious award for most VALUED
 CUSTOMER from CPRI.
 
 c) During the year under review, your Company has supplied 200MVA
 -220/110KV Transformer to MSCTCL.
 
 d) Exit from Corporate Debt Restructuring Cell (CDR)
 
 Yours Directors have great pleasure to announce that your Company is
 now out of CDR Cell. CDR Empowered Group (EG) also at its meeting held
 on 19th October 2011 confirmed that Your Company is out of CDR.
 
 This itself is a huge step and shows the inherent strength of your
 Company in such challenging circumstances.
 
 FUTURE PROSPECTS:
 
 In current scenario, Power Sector is going through radical changes in
 terms of capacity addition, higher efficiency, increased private
 players, competitive pricing and improved regulatory framework. The
 Power requirement in India is expected to grow manifold in the coming
 years. In addition to capacity addition, Government of India has
 identified 16 UMPPs out of which 4 UMPPs have already been awarded.
 
 A huge capital investment is required to meet Mission 2012 targets.
 This has welcomed numerous global companies to establish their
 operations in India under the famous PPP (public-private partnership)
 programs. Additional massive capital investment is further required
 over the subsequent years with the Country''s power requisite expected
 to touch 800,000 MW by 2031-32. Keeping this in mind, there will be a
 huge growth prospects for the transformer industry in India.
 
 Order flows are likely to improve further for TLT-EPC Companies in
 Financial year 2012 on account of PGCIL''s Capex blueprint for the 12th
 Plan period (Rs.1000 bn-Rs.1200 bn).
 
 With planned investment outlay of INR 2,800 bn (USD 61bn) during the XI
 and XII Plans, T & D is expected to grow strongly in the next few
 years. PGCIL has already spent Rs. 375 bn in the eleventh period out of
 the targeted investment of Rs.550 bn and the fresh order flows also
 shows the buoyancy. Investments in T & D sector will continue to grow
 beyond FY 2012, with PGCIL targeting to spend Rs.1 tn on expanding
 inter regional transmission capacity to 75.8 GW by FY 2017.
 
 We believe spending by State Electricity Boards on T & D should improve
 further on the back measures undertaken for targeted improvement of
 finances of these Boards. Recently, States like Delhi, Rajasthan, Tamil
 Nadu have taken initiatives to increase tariffs after gap of many
 years.
 
 Keeping in view all the developments/initiatives, there are prospects
 for huge growth in the power sector and the demand for the transformers
 will grow manifold. Your Company is ready to accept the challenges and
 opportunities to come in the power sector with its 10000 MVA
 Transformers Production Capacity.
 
 DIVIDEND:
 
 Being the 50th year (Golden Jubilee Year) of your Company, your
 Directors recommend a dividend of Re.1/- per equity share of Rs.10/-
 each (i.e. 10%) for the financial year ended on 30th June 2011.
 
 DIRECTORS:
 
 The Board of Directors at its meeting held on 29th August 2011,
 appointed Shri Rajendra Mimani as Director-Marketing (Whole Time
 Director) w.e.f. 29th August 2011 as an Additional Director in terms of
 Section 260 of the Companies Act, 1956. He holds offie until the
 conclusion of the ensuing Annual General Meeting and being eligible,
 offered himself for regular appointment as Director.
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Associations of the Company, Mr. R. T.  RajGuroo and Mr.
 Prashant Pandit, Directors of the Company, retire by rotation at the
 ensuing Annual General Meeting and being eligible, offer them selves
 for re-appointment.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, your Directors confirm that:
 
 - In the preparation of the annual accounts for the financial year
 ended 30th June 2010 the applicable accounting standards had been
 followed along with proper explanation relating to material departures;
 
 - They have selected such accounting policies and applied them
 consistently and made judgments 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 30th June 2011 and of the profit and loss account of
 the Company for the year ended on that date;
 
 - They have taken proper and sufficient care to maintain adequate
 accounting records in accordance with the provisions of the Companies
 Act,1956 to safeguard the assets of the Company and to prevent and
 detect fraud and other irregularities;
 
 - The annual accounts have been prepared on a going concern basis.
 
 AUDITORS :
 
 M/s. Batliboi & Purohit, Chartered Accountants, Statutory Auditors of
 the Company, who hold office until the conclusion of the ensuing Annual
 General Meeting, will retire at the forthcoming Annual General Meeting.
 The Company has received a certificate from the auditors of the Company
 to the effect that their appointment, if made, would be in accordance
 with Section 224 (1B) of the Companies Act, 1956. The Board recommends
 their appointment.
 
 AUDITORS'' REPORT:
 
 The observations in the Auditors'' Report read with the Notes to
 Accounts are self-explanatory and do not call for comments.
 
 CORPORATE GOVERNANCE:
 
 As required by the Clause 49 of the Listing Agreements entered with The
 Bombay Stock Exchange and National Stock Exchange, where the shares of
 your Company are listed, Management Discussion and Analysis Report,
 Corporate Governance Report, Auditor''s Certificate on compliance of
 conditions of Corporate Governance are attached to this Annual Report
 and forms integral part of the Directors'' Report.
 
 CODE OF CONDUCT COMPLIANCE:
 
 As per Clause 49 of the Listing Agreement with the Stock Exchanges, the
 declaration signed by the Jt. Managing Director regarding Code of
 Conduct Compliance for the financial year ended 30th June 2011 is
 annexed and forms part of the Directors'' Report.
 
 FIXED DEPOSITS:
 
 Your Company has not accepted any Fixed Deposits from the public during
 the period under review.
 
 INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
 
 Your Company has in place adequate internal control systems
 commensurate with the nature of its business and the size of its
 operations. Appointment of M/s Sharp Tannan & Associates as Internal
 Auditors, strengthened the Internal Control System of your Company
 substantially.
 
 INSURANCE:
 
 Properties and Assets of the Company are adequately insured.
 
 HUMAN RESOURCES:
 
 Your Company recognizes that people are its principal assets. Company''s
 growth is always dependent upon its ability to attract and retain good
 quality people. A full-fledged Human Resources Department has been set
 up which is entrusted with the responsibility of recruiting new talent
 from the market, retaining and developing skills of the employees of
 the Company by conducting various trainings in its in house training
 centre at the Silvassa Factory. Industrial relations at all divisions
 of the Company remained cordial during the year.
 
 PARTICULARS OF EMPLOYEES:
 
 During the year under review, the Company has not employed any employee
 whose particulars are required to be disclosed in this report pursuant
 to Section 217 (2A) of the Companies Act, 1956 read with the Companies
 (Particulars of Employees) (Amendment) Rules, 2000.
 
 INFORMATION PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT, 1956
 
 a) CONSERVATION OF ENERGY
 
 Steps taken for conservations
 
 1.  Installation of translucent roof in OLTC shop.
 
 2.  Installation of APFC to improve power factor.
 
 3.  Installed 10kvar capacitor bank in APFC panel to improve power
      factor.
 
 4.  Maintained 4% oxy level in thermo pack diesel.
 
 5.  Replacement of mercury lamps with metal halide lamps .
 
 6.  Started use of LED lamps.
 
 7.  Reduction in wastage of energy by optimum use of plant & machinery,
    air conditioners and lighting in workshops/ offices.
 
 With the help of various measures undertaken by the Company, there is a
 reduction in consumption of energy. Your Company is making continuous
 efforts to further reduce energy consumption and consequent cost of
 production.
 
 b) The details of foreign exchange income and outgo are as below:- 
                                                           (Rsin Lacs.) 
 Particulars                                2010-11            2009-10
 
 Foreign Exchange Earning                    916.90            1433.50
 
 Foreign Exchange Expenditure                 10.00              19.30
 
 ACKNOWLEDGEMENTS:
 
 Your Directors take this opportunity to express their grateful
 appreciation for the excellent assistance and co-operation received
 from the Shareholders, Financial Institutions, Banks, Employees,
 Distributors, Suppliers and other business associates.
 
                                        For and on behalf of Board
 
                                             (Ramniwas R Dhoot) 
 
 Date : 14th November 2011                            Chairman
 
 Place: Mumbai