To The Members of MIC Electronics Limited
 
 The Directors have pleasure in presenting the 23rd Annual Report on
 the business and operations of the Company along with the Audited
 Balance Sheet and Profit & Loss Account for the year ended 30th June
 2011.
 
 FINANCIAL RESULTS
 
 Financial Results of the Company for the year under review along with
 the figures for previous year are as follows.
 
                                                       Rs. In Crores
 
 Particulars                                   2010-11        2009-10
 
 Net Sales / Income from Operations             230.16         231.64
 
 Other Income                                     3.51           2.30
 
 Total income                                   233.67         233.94
 
 Profit before interest, depreciation & tax      61.10          73.74
 
 Less : Interest                                 14.60           8.26
 
 Depreciation                                     6.16           2.99
 
 Profit before Tax                               40.34          62.49
 
 Add : a) Excess provision in previous 
 year written back                                1.13           0.00
 
 b) Deferred Tax Asset                            0.77           0.82
 
 Less :   Provision for current year
 income-tax                                       8.04           9.31
 
 Net Profit after Tax                            34.20          54.00
 
 Add : Balance Carried from Profit & Loss A/c   207.79         159.76
 
 Less : Provision after tax and adjustments       0.00           0.97
 
 Net Profit after tax and adjustments           241.99         212.79
 
 Dividends                                        0.00           0.00
 
 Transfer to General Reserve                      0.00           5.00
 
 Balance Carried to the Balance Sheet           241.99         207.79
 
 EPS     -      Basic                             3.34           5.17
 
 Diluted                                          2.92           4.53
 
 
 Dividend
 
 For the financial year 2010-11 Company didn''t declare any Dividend.
 
 Review of Operations
 
 During the year 2010-11 the turnover is marginally decreased by 1.48
 crores. The Company is taking steps to strengthen its position in the
 fields of LED Products.
 
 Following are the results of operations for the financial year 2010-11.
 
 Revenues : 233.67 Crores
 
 Profits : 34.20 Crores
 
 Transfer to Reserves
 
 The Company has not transferred any amount to the general reserve out
 of the amount available for appropriations.
 
 Consolidated Financial Statements
 
 The audited stand alone and Consolidated Financial Statements of the
 company which form part of the annual report have been prepared in
 accordance with the provisions of the Companies Act, 1956, the Listing
 Agreement, the Accounting Standards (AS-21) on Consolidated Financial
 Standard and the Accounting Standard (AS-23) on Accounting for
 Investments in Associates.
 
 Transfer to the Investor Education and Protection Fund
 
 In terms of Section 205C of the Companies Act, 1956, there is no due
 for remittance to the Investor Education and Protection Fund
 established by the Central Government.
 
 Marketing and Export
 
 Export prospects of the company are encouraging during the year. Your
 directors are positive towards the future growth.
 
 Contract of Manufacturing Activities
 
 Your Company is towards expansion of its business activities. In order
 to expand the company has approached world renounced companies for doing
 contract manufacturing and the negotiations are in final stage.
 
 Rating
 
 Your Company has initiated rating exercise with CRISIL which is under
 process.
 
 Subsidiaries
 
 Ministry of Corporate Affairs vide General Circular No: 2 /2011, dated
 08.02.2011has granted approval !bat the requirement to attach various
 documents in respect of subsidiary companies, as set out in sub-section
 (I) of section 212 of the Companies Act, 1956, shall not apply to the
 Company. Accordingly, the Balance Sheet, Profit and Loss Account and
 other documents of the subsidiary companies are not being attached with
 the Balance Sheet of the Company. Financial information of the
 subsidiary companies, as required by the said order, is disclosed in
 the Annual Report. The Company will make available the Annual Accounts
 of the subsidiary companies and the related detailed information to any
 member of the Company and its subsidiaries who may be interested in
 obtaining the same. The annual accounts of the subsidiary companies
 will also be kept open for inspection by any investor at the Registered
 Office of the Company and that of the respective subsidiary companies.
 The Consolidated Financial Statements presented by the Company include
 financial results of its subsidiary companies.
 
 1.  MIC Electronics Inc (USA)
 
 2.  Maave Electronics Private Limited (India)
 
 3.  MIC Green Energy Solutions Private Limited (India)
 
 4.  MIC Candilux Private Limited (India)
 
 Rights Issues
 
 During the year under review, the Company didn''t issue any Rights
 Issues.
 
 Health, Safety And Environmental Protection
 
 Your Company has complied with all the applicable environmental laws
 and labour laws. The Company continues to be certified under IS0-14001
 for its environment management system. The Company has been complying
 with the relevant laws and has been taking all necessary measures to
 protect the environment and maximise worker protection and safety.
 
 Your Company is having status of ISO 9002 Certification, which is
 internationally recognised for the production, quality control and
 other qualities. The scope of certificate is design, manufacture,
 supply, installation and commissioning of fluid couplings and flexible
 fluid couplings. The ISO certification will give international
 recognisation and will help boost export turnover.
 
 Details About MIC Electronics Ltd Employees Stock Options Plan 2006
 (MIC ESOP 2006)
 
 The Company had established MIC Electronics Limited Employees Welfare
 Trust in 2005 to create Employee Stock Option Plan.
 
 On 12th August 2006, the Shareholders approved that ESOP to issue
 4500000 (Face Value Rs.2/-) stock options of the Company to its
 employees through the trust.
 
 Pursuant to the provisions of Guideline 12 of the Securities and
 Exchange Board of India (Employee Stock Option Scheme and Employee
 stock purchase Scheme), Guidelines, 1999, the details of stock options
 as on 30th November 2010 under the MIC Electronics Ltd Employees Stock
 Options Plan, 2006 are as under:
 
 ESOP 2006 scheme was ended on 24/10/09; However 7,49,100 shares were
 lying in the trust because of non- exercise of the options due to heavy
 Fringe Benefit Tax disproportion to price of the scrip and few options
 because of resignation of employees in general.
 
 Directors
 
 In accordance with the provisions of the Companies Act, 1956 read with
 the Articles of Association of the Company, Shri Yarlagadda Harish
 Chandra Prasad and Shri N.  Srinivasa Rao Directors of the company will
 retire by rotation at the forthcoming Annual General Meeting and are
 eligible for re-appointment.
 
 Changes in Directorate
 
 The Board consists of executive and non-executive directors including
 Non-Independent & independent directors who have wide and varied
 experience in different disciplines of corporate functioning has
 resigned. The valuable services rendered by them were appreciated by
 the directors of the Company.
 
 Resigned Directors details are as follows.
 
 S.No.    Name of the Director                 Category
 
 1        Shri Vidya Sagar                     Non-Independent,
          Anisingaraju (Resigned               Non Executive
          with effect from 6th January 2011)
 
 2        Shri Ranjan Kapur                    Independent, Non
         (Resigned with effect                 Executive
          from 5th February 2011)
 
 3        Shri Shrikant P Joshi                Independent, Non
         (Resigned with effect                 Executive
          from 8th November 2011)
 
 Dr. Daggubati Venkateswara Rao was appointed as an additional director
 by the Board w.e.f. 10th August, 2011 in the category independent
 director to broad base the Board of Directors and to comply with the
 requirement of Clause No. 49 listing agreement. The Company has
 received a notice in writing from members signifying his candidature in
 office of the director of the Company. Dr. Daggubati Venkateswara Rao
 is an independent director and the Board recommends his appointment to
 be ratified at the 23rd Annual General Meeting held on 27th December,
 2011.
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, your Directors confirm to the best of their knowledge and
 belief that:
 
 I.  In the preparation of annual accounts, the applicable accounting
 standards have been followed and there were no material departures;
 
 II.  the accounting policies selected have been applied consistently,
 judgments and estimates that are reasonable and prudent have been made
 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 of the Company for the
 period ended 30th June 2011;
 
 III.  proper and sufficient care is 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.  the annual accounts have been prepared for the year ended 30th
 June 2011 on a ''going concern'' basis;
 
 Auditor''s and their Report
 
 M/s. Pinnamaneni & Co., Chartered Accountants, statutory auditors of
 the Company retires at the conclusion of the ensuing Annual General
 Meeting and requested the Board not to consider them for re-appointment
 due to their pre- occupations. In this regard your Company proposes to
 appoint M/s. Pavuluri & Co. as Statutory Auditor of the company from
 the conclusion of 23rd Annual General Meeting till the conclusion of
 next Annual General Meeting.
 
 M/s Pavuluri & Co. Chartered Accountants have confirmed that their
 appointment, if made, shall be in accordance with the provisions of
 Section 224(1)(b) of the Companies Act, 1956.
 
 Insurance
 
 The assets of the Company are adequately insured against the loss of
 fire, riot, earthquake, terrorism, loss profits, etc.  and other risks
 which considered necessary by the management. In addition to this
 coverage, a statutory Public Liability Insurance Policy has been taken
 to cover by company for providing against the Public liability arising
 out of Industrial accidents for employees working in plants.
 
 Deposits
 
 There are no Fixed Deposits accepted by the Company in the financial
 year 2010-11.
 
 Personnel
 
 Particulars of employees as required under Section 217(2A) of the
 Companies Act, 1956, and the Companies (Particulars of Employees)
 Rules, 1975, as amended forms a part of this report. However, in
 pursuance to Section 219(1) (b) (iv) of the Companies Act, 1956, this
 report is being sent to all the
 
 Company shareholders, excluding the aforesaid information and the said
 particulars are made available at the Company''s registered office. The
 members interested in obtaining information under Section 217(2A) may
 write to the Company Secretary at its registered office.
 
 Corporate Governance
 
 Pursuant to the provisions of Clause 49 of the Listing Agreement and
 Section 292A of the Companies Act, 1956, a report on Corporate
 Governance and Management Discussion and Analysis figures as a part of
 the Annual Report.
 
 Your Company will continue to implement and adhere in letter and spirit
 to the policies of good Corporate Governance.
 
 Your Company is committed to good Corporate Governance Practices and
 following the guidelines prescribed by the SEBI and Stock Exchanges
 from time to time. The Company has implemented all of its major
 stipulations as applicable to the Company. The Statutory Auditor''s
 Certificate dated 29th November, 2011 in accordance with Clause 49 of
 the Listing Agreement and report on Corporate Governance is annexed to
 and forming part of the Directors'' Report.
 
 Corporate Social Responsibility Voluntary Guidelines The Ministry of
 Corporate Affairs has released a set of voluntary guidelines on
 Corporate Social Responsibility (CSR) in December 2010. The Company is
 proactively practicing the guidelines laid down. Some of the activities
 carried out by the Company as a part of its CSR initiatives are briefly
 described in the Annual Report the detailed Corporate Sustainability
 Report is also available on the Company''s website.
 
 Management Discussion And Analysis
 
 A Management discussion and Analysis as required under the Clause 49 of
 the Listing Agreement is annexed and forming part of the Directors''
 Report.
 
 Conservation of energy:
 
 The operations of the Company are not energy intensive.  However,
 adequate measures have been taken to conserve and reduce the energy
 consumption by using energy efficient hardware and other equipment. Air
 conditioners are used only when required and air-conditioned areas have
 been treated with heat resistant material like sun control film to
 reduce heat absorption. We believe that energy saved is energy
 produced.
 
 Research and Development and technology absorption Your company is an
 intrinsically R&D driven organization, will continue to focus in its
 R&D activities in energy efficient true color LED Display and LED
 Lighting solutions.
 
 A strong Embedded Technology base was created in the company and
 several embedded products were developed, produced and delivered by the
 company.
 
 Foreign exchange earnings and outgo
 
 Earnings : 4.11 Crores
 
 Outgo : 17.11 Crores
 
 Listing Agreement Compliance
 
 The Company being listed on both NSE & BSE is complying with all the
 requirements of the Listing Agreement. The following are the compliance
 to the Stock Exchanges during the Financial Year.
 
 O 86,40,000 Preferential convertible Share warrants allotted as a part
 of 1,05,00,000 convertible warrants allotted on 21st January 2010 which
 were approved by the Members at the Extraordinary General Meeting held
 on 9th September, 2009 and pursuant to In- Principal approval received
 from BSE & NSE vide their letters dated 17th September 2009 and 8th
 January 2010 which were to be converted to Equity Shares on or before
 the 20th July 2011 were not exercised by the Warrant Holders. ; hence
 all the warrants were expired.
 
 O 60,00,000 preferential convertible share warrants allotted on 20th
 April 2010 pursuant to members approval at the Extraordinary General
 Meeting held on 4th February 2010 and pursuant to In-principle approval
 received from BSE and NSE vide letters dated 2nd March 2010 and 6th
 April 2010 respectively.  Which are to be converted into equity shares
 on or before 19th October, 2011 have not been exercised by the Warrant
 Holders; hence all the warrants were expired.
 
 Reference to the above preferential convertible share warrants are not
 pending for Conversion.
 
 The Company has paid Listing Fee for the Financial Year 2011-12 to each
 of the said stock exchanges and had currently complied with the
 conditions of the Listing Agreement.
 
 Acknowledgment
 
 The Directors take this opportunity to place on record their sincere
 thanks to analysts, Banks and Financial Institutions, Insurance
 Companies, Central and State Governments, Departments and the
 Shareholders for their support and co-operation extended to the company
 from time to time.
 
 Directors are pleased to record their appreciation for the sincere and
 dedicated services of the employees and workmen at all levels, during
 the year under review and look forward to their continued support over
 the foreseeable future.
 
                                                By order of the Board
                                          For MIC Electronics Limited
 
                                          Sd/-               Sd/-
                               (Dr. M V Ramana Rao) (L. N. Malleswara Rao)
                                     Chairman &       Executive Director
                                  Managing Director
 
 Place: Hyderabad
 
 Date:   29.11.2011