To,The Members of JSL Industries Limited
 
 The Directors have pleasure in presenting 46th ANNUAL REPORT of the
 Company together with the Audited Statement of Accounts of the Company
 for the year ended 31st March, 2012.
 
 FINANCIAL RESULTS
 
                                                   (Rs in Lacs) 
 
                                          2011-12             2010-11
 
 Total Income                             5943.82             4728.99
 
 Profit before Interest & 
 Depreciation                              585.79              338.40
 
 Less : Finance Cost                       148.39               76.93
 
 Profit before Depreciation                437.40              261.47
 
 Less Depreciation                          78.71               43.22
 
 Profit before Taxation                    358.69              218.25
 
 Provision for Taxation - Current Tax       67.00               47.00
 
 Deferred Tax                             (62.54)             (26.60)
 
 Previous Year Tax                          12.56                 -
 
 Balance of Profit for the year            341.67              197.85
 
 Balance of brought forward 
 from the previous year                     51.91               54.05
 
 Balance of Profit available 
 for appropriation                         393.58              251.91
 
 Less Transferred to General Reserve       250.00              200.00
 
 Balance of Profit carried to 
 Balance sheet                             143.58               51.91
 
 DIVIDEND
 
 Considering the need to conserve the financial resources for future
 growth of the business, your Directors do not recommend any dividend.
 
 REVIEW OF PERFORMANCE Operations
 
 In the year 2011-12 Engineering and Manufacturing Sector has seen many
 ups and down including power sector. However, your Company has
 maintained a steady growth owing to the measures taken from
 time-to-time with flexibility to adapt to the changes in the market,
 and these measures have lead to a growth of 26% over the last year.
 
 The total income of the Company for the financial year under review was
 Rs 5943.82 Lacs as against Rs  4729.00 Lacs for the previous year
 registering an increase of 26%. The Profit before Tax was Rs 358.69 Lacs
 and the Profit after Tax was Rs 341.67 Lacs for the financial year under
 review as against Rs 218.25 Lacs and Rs 197.86 Lacs for the previous
 financial year showing an increase of 64% and 73% respectively over the
 previous financial year.
 
 The Company has pending orders worth Rs 14.25 Crores at the beginning of
 the Current year i.e. April 2012.
 
 During the year under review your Company installed one more Wind Mill
 Turbine of capacity 250 KW at Bakodi Village, Tal. Kalyanpur, Dist.
 Jamnagar, Gujarat. This is in addition to the first machine
 commissioned by the company in March 2011. The generated Electricity
 from the two machines shall be used for captive consumption. This will
 meet approximately 30% electricity demand of the company.
 
 DIVISIONAL PERFORMANCE Instrument Transformer Division
 
 During the year under review the Instrument Transformer division has
 almost doubled its production/ sales. This Division achieved net sales
 of Rs 27.90 Crores against Rs 14.16 Crores of previous year.
 
 The year has been very good and we could achieve this performance
 because of our faster deliveries of the CTs/PTs to meet the urgent
 requirement of customers and prominently from Solar Power Sector.
 Gujarat State has established a 600 MW Solar Power Generation capacity
 and we have contributed about 400 Nos outdoor 66 kV CTs/PTs for this
 sector.
 
 We have added 11 kV 0.5S Class outdoor Metering Unit to our portfolio.
 
 The Company has already established the manufacturing facilities for
 CTs/PTs up to 245 kV Class.
 
 With this added facility the Company is now able to produce more than
 500 nos. outdoor CTs/PTs per month.
 
 Further, capacity addition to the manufacturing facilities for Indoor
 CTs/PTs has been carried out during the year under review and this will
 double the capacity of production of Indoor CTs/ PTs enabling the
 Company to offer faster delivery and higher volume to the customers
 with better quality and aesthetic appearance.
 
 In the current year we have plans to add 11 kV Metering Unit with 0.2S
 Class of accuracy, the prototype of which has been successfully tested
 at ERDA.
 
 We also intend to add 33kV Metering Unit to our product range in the
 current year.
 
 The above development has opened a new area of business for the
 company.
 
 The prospects of Instrument Transformer Division this year looks very
 good and the Company should be able to achieve good growth this year
 also.
 
 The Major Achievements of Instrument Transformer Division in the year
 are:
 
 1) Supply of record 3500 Nos. 66kV CTs/PTs to GETCO & other Private
 Sector Companies.
 
 2) Supply of 940 Nos. 11 kV CT/PT Metering Units to PGVCL.
 
 3) Supply of 66kV CTs/PTs to Solar and Wind Power Sector through
 customers other than GETCO.
 
 4) Design, Manufacturing and supply of 606 Nos. 33 kV Indoor CTs/PTs to
 Private Sector Company.  Switchgear Division
 
 During the year under review the Switchgear Division achieved a net
 sales turnover of Rs 18.03 Crores.  DOL Starter sales have been very
 good.
 
 We have engineered the starters to improve upon its performance and
 aesthetics.
 
 We are adding new Dealers in untapped areas in our fold to increase
 business of switchgear.
 
 In the current year we have plans to develop Air Break Starters.
 
 LT Switchboard
 
 We are expecting a good business in the current year for LT
 Switchboards. Few tenders are under finalization and the company is
 well placed to get these tenders converted into orders in its favor.
 
 Motor and Pumps Division
 
 During the year under review the Motor and Pumps Division has achieved
 a net sales of Rs 9.68 Crores.
 
 Our plan to take the range of motors up to 250 frame for TEFC and SPDP
 motors has started paying dividends.
 
 We have taken-up revamping of our Mono-block Pumps which will have cost
 effective design with better performance and aesthetics.
 
 We expect to complete it in the current year for taking full advantage
 in the next year.
 
 Use of Information Technology
 
 The Company is continuously making use of Information Technology and in
 this direction, the SAP system has become fully operational, which was
 installed in the year 2010-11.
 
 DEPOSITS
 
 Your Company has not accepted any Deposits to which the provisions of
 Section 58A of the Companies Act. 1956 are applicable.
 
 PARTICULARS OF EMPLOYEES
 
 As required by provisions of Section 217(2A) of the Companies Act, 1956
 read with Companies (Particulars of employees) Rules, 1975 as amended
 the names and other particulars are not applicable.
 
 DIRECTOR''S RESPONSIBILITY STATEMENT
 
 Pursuant to provisions under Section 217(2AA) of the Companies Act,
 1956 with respect to Director''s Responsibility Statement, the Board
 of Directors hereby confirms that:
 
 1.  In the preparation of annual accounts, the applicable accounting
 standards have been followed and given proper explanation relating to
 material departures;
 
 2.  Appropriate accounting policies have been selected and applied them
 consistently and made judgments and estimates which 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;
 
 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.
 
 DIRECTORS
 
 At the forthcoming Annual General Meeting, Mr. R.N. Amin and Dr. K.K.
 Thakkar retire by rotation as per the provisions of the Companies Act,
 1956, and the Articles of Association of the Company, and being
 eligible offer themselves for reappointment.
 
 Dr. K K Thakkar has been reappointed as Corporate Advisor for a period
 of one year w.e.f. 1st April, 2012 subject to approval of shareholders
 at the forthcoming Annual General Meeting. The Board recommends the
 proposed special resolution for your approval.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO.
 
 The information required under Section 217(1)(e) of the Companies Act,
 1956 read with the Companies (Disclosure of Particulars in the Report
 of the Board of Directors) Rules, 1988 with respect to Conservation of
 Energy, Technology Absorption, Foreign Exchange Earnings and outgo are
 as per attached Annexure A, which forms part of this report.
 
 COMPLIANCE CERTIFICATE
 
 A Compliance Certificate issued by M/s J J Gandhi & Co. Practicing
 Company Secretaries, Vadodara, pursuant to provisions of Section 383A
 of the Companies Act, 1956 read with the Companies (Compliance
 Certificate) Rules, 2001, is attached to this Report Annexure B.
 
 AUDITORS
 
 M/s Amin Parikh & Co, Chartered Accountants, Vadodara, the existing
 statutory Auditors of the Company, retires at the ensuing Annual
 General Meeting of the Company but are eligible for reappointment.
 Directors recommend their re-appointment.
 
 As per Section 217(3) of the Companies Act, 1956 the notes/ comments of
 Auditors referred to in the Auditors'' Report are self explanatory and
 give complete information.
 
 CORPORATE GOVERNANCE REPORT
 
 As per clause 49 of the Listing Agreement with the Bombay Stock
 Exchange Limited, the requirement of Corporate Governance Report is not
 applicable as the paid up capital of the Company is less than X 3.00
 Crores.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to place on record their appreciation for the
 continuous support received from its Suppliers, Customers, Bankers and
 Employees during the year under review.
 
                                 On behalf of the Board of Directors 
 
 Place : Mogar                                         Rahul N. Amin
 
 Date : 12th May, 2012                                      Chairman