The Directors present this SIXTY SEVENTH ANNUAL REPORT and Audited
 Accounts for the year ended on 31st March, 2011.
 
 FINANCIAL RESULTS
 
                                                       ( Rs in Lakhs)
  
                                                  2010-11        2009-10
 
 Total Income                                   38,676.01      29,369.50
 
 Profit before Interest and Depreciation         4,856.46       3,265.14
 
 Less: Interest                                  2,883.00       1,803.12
 
 Profit before Depreciation                      1,973.46       1,462.02
 
 Less: Depreciation                                451.81         240.80
 
 Profit before Tax                               1,521.65       1,221.22
 
 Provision for Taxation    -   Current Tax         310.00         208.00
 
 -   Deferred Tax                                   25.35         206.03
 
 Balance of Profit for the year                  1,186.30         807.19
 
 Balance brought forward from the previous year  1,150.89         495.12
 
 Amount available for appropriation              2,337.19       1,302.31
 
 Proposed Dividend                                 205.55         129.85
 
 Tax on proposed Dividend                           33.34          21.57
 
 Transferred to General Reserve                     29.66              -
 
 Balance Profit carried to Balance sheet         2,068.64       1,150.89
 
 
 OPERATIONS
 
 During the year, your Company has scaled new heights in terms of sales,
 profits and net worth. This was the mile-stone year for the Company as
 it delivered record financial and operating performance under
 challenging and stiff market conditions.
 
 The total income of the Company for the financial year under review was
 Rs 386.76 crores as against Rs 293.70 crores for the previous year
 registering an increase of 31.69%. The Profit before Tax was Rs 15.22
 crores and the Profit after Tax was Rs 11.86 crores for the financial
 year under review as against Rs 12.21 crores and Rs 8.07 crores for the
 previous financial year showing an increase of 25% and 47%
 respectively.
 
 FINANCE
 
 Your Directors are pleased to report that considering the performance
 of the Company and future potential of the business, it has been
 possible for infusing long term funds by way of equity capital with
 share premium from various investors including convertible warrants
 issued to Promoter Group.
 
 Based on above infusion, the financial position of the Company has been
 strengthened. The proceeds of these issues have been utilized for
 margin on capital expenditure and for long term working capital.  It
 has also reduced the financial leverage of the Company and improved
 some of the norms of financial prudence.
 
 The Company has come out of Corporate Debt Restructuring (CDR) in the
 current year by liquidating the recompense amount aggregating to Rs
 15.22 crores by paying cash of Rs 7.61 crores (50%) and by issuing
 6,74,128 equity shares of Rs 10 each at a premium of Rs 102.85 per
 share aggregating to Rs 7.61 crores for the balance 50% of recompense
 amount. It will not be out of place to mention that the lending banks
 and CDR Empowered Group appreciated the Company getting out of CDR,
 before scheduled time and that, too, by paying full interest recompense
 amount. This will facilitate a flexible and competitive financial
 environment for the Company which will lead to reduction in the
 interest and finance costs and pave way for further improvement in the
 profitability and ease in operations.
 
 DIVISIONAL PERFORMANCE
 
 ENGINEERED PUMPS & PROJECTS
 
 During the year under review, Engineered Pumps and Projects Division
 (EPPD) has achieved a turnover of Rs 241 crores which is 21% growth
 over the last Financial Year. The Division has manufactured and
 supplied 124 Nos. of large pumps for various irrigation, water supply
 and power projects. In order to ensure satisfactory testing of pumps at
 the Company before dispatch, a 4 MW captive power plant has been
 commissioned which ensures reliability and quality. This captive power
 plant is being upgraded to test pumps and motors upto 8 MW.
 
 The Division has shown turn around 5 years back when it received the
 prestigious order for 14 Nos.  Metallic Volute Pumps from Godavari Lift
 Irrigation Scheme, Government of Andhra Pradesh. The Division is proud
 of having commissioned 10 pumps in this financial year successfully.
 Looking at the performance, the Company was favourably considered for
 three more projects out of four in Phase-Ill of Godavari Lift
 Irrigation Scheme and received further orders for Rs 235 crores
 including supply of the largest pump of 22 MW.
 
 The Division with its continued vision to be a leading player in the
 large pumping sector bagged another order in the current year from
 Sardar Sarovar Narmada Nigam Limited, Gujarat, through IVRCL Ltd.,
 Hyderabad, worth Rs 80 crores for supply of 3 Nos. pumps of 20 comics
 each along with motors and other auxiliaries.
 
 The Division is working with major infrastructure companies and has
 received another prestigious order worth Rs 85 crores through Hindustan
 Construction Co. Ltd., Mumbai for Naval Dockyard which involves supply
 of 4 Nos. Sea Water Pumps along with motors and other accessories.
 
 The Power Group under this Division has actively penetrated in the
 market for supply of pumps both in 500 MW and 660 MW. The Division is
 also fully geared up for submitting their bids for 800 MW.  This
 Division has recently commissioned two pumps for 500 MW - Indira Gandhi
 Super Thermal Power Project by NTPC. The Power Group has also received
 an order from NTPC for 4 x 250 MW Nabinagar Thermal Power Project and
 Storm Water Pumping Project at Aravali. In view of the growing demand
 of power in the country, the Division is geared up for bidding in
 collaboration with globally leading Pump Manufacturers.
 
 The Division has a pending order position of Rs 508 crores as on 31st
 March, 2011 and expects further increase of 20% in the year ahead.
 
 HYDEL
 
 During the year under review, the Division has achieved a sales
 turnover of Rs 57 crores which is 90% growth over the last financial
 year. The Division has geared up in terms of internal efficiency and
 productivity and has manufactured 21 turbines as against 6 turbines
 manufactured in the last financial year.
 
 A total of 35 MW capacity power projects have been commissioned during
 the year in India and abroad.
 
 To support the growth plans, the Division has developed a very good
 vendor base for castings, fabrications and sub-assemblies. In view of
 the potential of hydro business in the country and the thrust of State
 Governments for increased hydro power generation, the Division is
 building up its credentials and infrastructure to bid for turbines upto
 50 MW. The Division has an agreement with CKD Blansko Engineering, a.s.
 Czech Republic for large turbines.
 
 The Division has a pending order position of Rs 57 crores as on 31st
 March, 2011 which includes the prestigious order received for six
 machines of 8 MW Francis Turbines. The Division is very well placed in
 Indonesia and has recently commissioned the first small hydro project
 in Indonesia. The Division is also keenly looking for business from
 other neighbouring countries and South Africa.
 
 With increasing requirements of power in the country and support given
 by the Government of India to private developers for putting up Hydro
 Power Stations, the Division has very good potential for growth.
 
 ROTATING ELECTRICAL MACHINES
 
 The Division has achieved a sales turnover of Rs 33 crores which is 83%
 growth over the previous year The Standard Rotating Electrical Machines
 have manufactured 760 Nos. of L.T. Motors and Wind Mill Generators and
 the Heavy Rotating Electrical Machines have manufactured 126 Nos. of
 H.T. Motors and Generators with a percentage growth of 42% and 66%
 respectively over the previous financial year.
 
 In view of the increased requirement of motors and generators, the
 Division has taken up a major upqradation of infrastructure and testing
 facilities which include Die-cast rotor plant, enhancement of overhead
 cranes, adding new test beds and purchase of Dynamometer. With this,
 the Division shall be in a position to reduce the cost and increase the
 productivity during the next financial year.
 
 SWITCHGEAR
 
 During the year under review, the Division executed orders (including
 exports) worth Rs 48.30 crores.  The Division has executed major orders
 received from, among others, GETCO, CPCL, MRPL IOCL, GNFC, GSFC, IVRCL,
 IFFCO, KOTA TPS, HPCL, Vizag, etc. It successfully enhanced production
 by 60% and sales by 31% in this Financial Year.
 
 In the year total order booking was for Rs 50.50 crores, which is
 approximately Rs 7 crores more than the previous year. A major
 achievement in the year was orders of 10 crores received from GETCO.
 
 As reported last year, the Company has entered into an agreement with
 ELMECON Ltd U.K for engineering and design services to enable the
 Company to manufacture 12/17.5 KV Ring Main Unit (RMU) and associated
 components. The Company has already started the construction of
 building for RMU manufacturing set up and intends to enter in the
 market with this product by April, 2012.
 
 With the continuous thrust of the Government on various electricity
 projects viz. APDRP, Rajiv Gandhi Gramin Vij Yojana, Independent Power
 Projects, expansion of existing transmission and distribution network,
 the requirement of medium voltage switchgear is bound to grow and the
 Company is expecting to do better performance in the years to come.
 
 EXPORTS
 
 During the year under review, the Company has total exports valued at
 Rs 13.48 crores. The Company's major exports are to Sultanate of Oman
 for Switchgear and Vietnam and Indonesia for Hydel Turbines.  The
 Company is looking forward to enhance its export market in other
 countries.
 
 PREFERENTIAL ISSUE
 
 The Company issued 30,00,000 Equity Shares of 10 each at a premium of
 Rs 73 per Equity Share to an individual and corporate entities, in
 order to meet the long term working capital requirements and for
 meeting the margin on capital expenditure.
 
 The Company also issued 10,00,000 Equity Warrants with an option to
 subscribe to one fully paid up Equity Share of Rs 10 each for every
 Equity Warrant aggregating upto 10,00,000 Equity Shares at an exercise
 price of Rs. 83 per Equity Share to Promoter and Promoter Group Entity.
 Out of this, they exercised the option to convert, in aggregate,
 4,70,000 Equity Warrants into 4,70,000 Equity Shares of Rs 10 each
 during the year under review.
 
 To exit from CDR System, during the year under review, the Company
 issued 6,74,128 Equity Shares of Rs 10 each at a premium of Rs 102.85
 per Equity Share to Central Bank of India, Dena Bank and Bank of
 Maharashtra for 50% of Recompense amount pursuant to the approval
 accorded by Corporate Debt Restructuring Empowered Group.
 
 DIVIDEND
 
 The Directors are pleased to recommend a dividend of Rs 1.20 per Equity
 Share (i.e. 12%) (previous year Re.1 per Equity Share i.e. 10%) on
 increased paid up capital of 1,71,28,992 Equity Shares of Rs 10 each
 for the Financial Year ended on 31st March, 2011.
 
 PUBLIC DEPOSITS
 
 Your Company has not accepted any deposits from the Public during the
 year under review.
 
 AUDITORS' REPORT
 
 The observations made in the Auditors' Report are self explanatory and
 are also clarified in the Notes forming part of the Accounts and
 therefore, do not call for any further comments under Section 217(3) of
 the Companies Act, 1956.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 As required by the Companies (Disclosure of Particulars in the Report
 of Board of Directors) Rules, 1988, the relevant data pertaining to
 conservation of energy, technology absorption and foreign exchange
 earnings and outgo are given in Annexure-A forming part of this Report.
 
 PARTICULARS OF EMPLOYEES
 
 The information required under Section 217 (2A) of the Companies
 Act,1956 and the Rules made thereunder, is given in the Annexure to
 this Report and forms part of the Report. However, in terms of Section
 219(1)(b)(iv) of the Companies Act,1956, the Report and Accounts are
 being sent to the shareholders excluding the aforesaid Annexure. Any
 Shareholder interested in obtaining copy of the same may write to the
 Company Secretary at the Registered Office.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchanges, Management Discussion and Analysis, a Report on Corporate
 Governance and a Certificate from the Auditors of the Company are given
 in the Annexure-B and Annexure-C respectively which form part of this
 Report.
 
 DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE
 COMPANIES ACT, 1956
 
 The Directors confirm that :-
 
 (i) in the preparation of the annual accounts, the applicable
 accounting standards have been followed by the Company;
 
 (ii) such accounting policies have been selected and consistently
 applied and judgements and estimates made that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company as at 31st March, 2011 and of the Profit of the Company for
 the year ended on that date;
 
 (iii) 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;
 
 (iv) annual accounts have been prepared on a 'going - concern' basis.
 
 DIRECTORS
 
 Mr. Bharat J. Patel has been appointed as an Additional Director by the
 Board of Directors at its meeting held on 28th October, 2010 and being
 eligible, is proposed to be appointed as Director at the ensuing Annual
 General Meeting.
 
 The Remuneration Committee and the Board of Directors at their meeting
 held on 30th June, 2011 have approved the re-appointment of Ms. Keki R.
 Patel as Wholetime Director of the Company for a period of three years
 with effect from 30th July, 2011 subject to the approval of the
 Shareholders.
 
 In accordance with the provisions of the Companies Act, 1956 and
 Articles of Association of the Company, Mrs. Tejal R. Amin and Dr. B.S.
 Pathak retire by rotation at the forthcoming Annual General Meeting and
 being eligible, offer themselves for re-appointment.
 
 Brief details about Mr. Bharat J. Patei, Ms. Keki R. Patel, Mrs. Tejal
 R. Amin and Dr. B.S. Pathak as required under the Corporate Governance
 Code, are given hereunder:
 
 Mr. Bharat J. Patel, 58, is a qualified Chartered Accountant from ICAI.
 He started his entrepreneur career as a member of the Bombay Stock
 Exchange in 1983. During his 20 years career as a broker, he
 successfully increased the firms market share and increased the net
 worth of the firms many a times. He was a house-broker to renowned
 corporate houses. In last 10 years he has actively started managing his
 own proprietary investments. He is well respected in market fraternity
 and has good reputation of picking under-valued small and mid cap
 stocks.
 
 Mr. Bharat J. Patel has wide range of experience in the field of
 Finance, Accounting and Capital Market.
 
 Directorship held in other Companies are:
 
 1.  Equitable Financial Consultancy Services Pvt. Ltd.   Director
 
 2.  Pat Holdings Pvt. Ltd.                               Director
 
 3.  Fidelity Multitrade Pvt. Ltd.                        Director
 
 4.  Gracious Properties Pvt. Ltd.                        Director
 
 5.  Independent Estates Pvt. Ltd.                        Director
 
 6.  Pasha Finance Pvt. Ltd.                              Director
 
 7.  Pat Financial Consultants Pvt. Ltd.                  Director
 
 8.  Urvi Holdings Pvt. Ltd.                              Director
 
 9.  Superior Financial Consultancy Services Pvt.Ltd.     Director
 
 10.  Rubfila International Ltd.                          Chairman
 
 11.  Finquest Financial Solutions Pvt. Ltd.              Director
 
 12.  Bombay Swadeshi Stores Ltd.                         Director
 
 13.  Pankaj Cotton Co. Pvt.Ltd.                          Director
 
 14.  Sukhwant Properties Pvt. Ltd.                       Director
 
 15.  Tee Ventures (India) Pvt. Ltd.                      Director
 
 Mr.  Bharat J. Patel is not a Member of any Committee of Directors of
 any Company.
 
 Ms. Keki R. Patel, 57, is a Graduate in Commerce and has considerable
 experience in the areas of General Management, Finance and Internal
 Audit. She has been working with the Company in various capacities for
 the last 33 years.
 
 Directorship held in other Companies are:
 
 1.  Navrachana Educational Resources Ltd.                 Director
 
 Ms. Keki R. Patel is not a Member of any Committee of Directors of any
 Company.
 
 Mrs. Tejal R. Amin, 50, is a Graduate in commerce and has considerable
 experience in the areas of General Management and Finance. Mrs. Tejal
 R. Amin has already served the Company as a Wholetime Director for
 almost four years and was responsible for bringing about substantial
 improvement in the performance of the Company. She is the Managing
 Trustee of Navrachana Education Society which runs a number of reputed
 Schools in Vadodara.
 
 Directorship held in other Companies are:
 
 1.  JSL Industries Ltd.  Wholetime                 Director
 
 2.  Insutech Industries Pvt. Ltd.                  Director
 
 3.  Dahlia Investments Pvt.Ltd.                    Director
 
 4.  Tapovan Education Institute                    Director
 
 5.  Navrachana Educational Resources Ltd.          Director
 
 Mrs. Tejal R. Amin is not a Member of any Committee of Directors of any
 other Company.
 
 Dr. Bhimsen Pathak, 77, is B.Sc. Agri. Engg. Allahabad University,
 1951, Doctorate in Agri. Engg., Landwirtsch- Aftliche Hochschule,
 Stuttgart-Hohenheim, West Germany, 1963.
 
 Dr. Bhimsen Pathak joined Punjab Agricultural University (PAU) as
 Associate Professor in 1965 at Hissar Campus. Early in 1967, he became
 the first Professor-cum-Head of the Dept. of Agricultural Engineering
 in the College of Agricultural Engineering (CAE) of PAU at Ludhiana. He
 played the key role in developing programmes of research and
 post-graduate teaching in Agricultural Engineering.  He took over as
 Dean, CAE in 1973 and continued in that position till 1980. During this
 period, CAE was awarded ICAR/UNDP Project Centre of Advanced Studies in
 Agricultural Engineering.
 
 Dr. Bhimsen Pathak introduced the concept of energy being an essential
 input for modernising Indian agriculture. He was associated with the
 drafting of ICAR's coordinated project 'Energy Requirements of
 Agriculture' in 1970 and was the honorary coordinator of this project
 during initial period of its implementation.
 
 He has been Chairman of the Scientific Panel on Agricultural
 Engineering of ICAR for about 10 years, Convenor of the Working Group
 on Energy of National Commission on Agriculture, Chief Editor of
 Journal of Agriculture Engineering and President of Indian Society of
 Agricultural Engineering (ISAE). He is a Fellow of Indian Society of
 Agricultural Engineering, Indian Standards Institute and National
 Academy of Agricultural Sciences. He was closely associated with the
 drafting of the policy document on agricultural mechanisation of
 Ministry of Agriculture, Government of India.
 
 Dr. Bhimsen Pathak has worked as Consultant in many international
 programmes. From 1985 to 1990 he was FAO-UNDP Project Manager for the
 establishment of Agricultural Implements Research and Improvement
 Centre in Ethiopia.
 
 Dr. Bhimsen Pathak joined Sardar Patel Renewable Energy Research
 Institute {SPRERI) as its Director in 1997 and retired in the year
 2010. He has patented the design of modular down draft gasifier and the
 rights have been transferred to SPRERI.
 
 Directorship held in other Companies are:
 
 1.  Gangeya Green Tech Pvt. Ltd.  Director
 
 Dr. Bhimsen Pathak is not a Member of any Committee of Directors of any
 other Company.
 
 AUDITORS
 
 The Members are requested to appoint Statutory Auditors at the ensuing
 Annual General Meeting to hold office from the conclusion of the said
 meeting until conclusion of the next Annual General Meeting. M/s. V.H.
 Gandhi & Co., Chartered Accountants, Vadodara, the existing Auditors
 have, under Section 224 (1B) of the Companies Act, 1956, furnished
 Certificate of their eligibility for re-appointment.
 
 As per the requirement of Central Government and pursuant to Section
 233B of the Companies Act, 1956, your Company carries out an audit of
 cost records relating to Electric Motors and Power Driven Pumps every
 year. Subject to the approval of the Central Government, the Company
 has appointed M/s. S.B. Parikh & Co., Cost Accountants, as Cost
 Auditors to audit the cost records of the Company for the Financial
 Year 2011-12. The Cost Audit Reports for the Financial Year 2009-10
 which was due to be filed with the Ministry of Corporate Affairs on or
 before 27th September, 2010 was filed on 25th September, 2010.
 
 APPRECIATION
 
 Your Directors place on record their appreciation for the excellent
 support the Company has received from its employees, customers and
 shareholders. They also express their sincere thanks to the Bankers,
 CDR Cell and various State Governments for the valuable support
 extended to the Company.
 
 On Behalf of the Board of Directors
 
 Rahul N. Amin
 
 Chairman & Managing Director
 
 Vadodara
 30th June, 2011