To The Members,
 
 The Directors wish to submit their 27th Annual Report and Audited
 Accounts for the year ended 31st March, 2012.
 
                                              (Rs. in lakh)
                                Year ended      Year ended 
 FINANCIAL RESULTS:             31.03.2012      31.03.2011
 
 Gross Income                       932.94          624.50
 
 Less : Excise Duty                  79.63           52.90
 
                                    853.31          571.60
 
 Profit (Loss) Before
 
 Interest & Depreciation              8.66           14.38
 
 Interest                            81.93           73.02
 
 Depreciation                        12.50           14.86
 
 Net Profit/(Loss)                  (85.77)         (73.50)
 
 Charge on account of 
 transitional provisions for 
 Gratuity under Accounting 
 Standard 15                             -               -
 
 Loss brought forward              (641.66)        (568.16)
 
 Deficit carried, to Balance 
 Sheet                             (727.43)        (641.66)
 
 OPERATIONS :
 
 During the year under review, your company achieved a turnover of Rs.
 853.31 lakhs excluding Excise Duty as against previous year''s turnover
 of Rs. 571.60 lakhs excluding Excise Duty and suffered a loss of Rs.
 85.77'' lakhs as against previous year''s net loss of Rs. 73.50 lakh.
 Your company manufactured and dispatched 18 machines during the year
 under report as against 13 machines during the previous year.
 
 Your company''s order book position at the beginning of the year under
 report consisted of 24 machines for a value of Rs. 978.39 lakhs.
 
 During the year, your company received orders for 9 machines for a
 value of Rs. 366.95 lakhs.
 
 Though there is increase in the in-house manufacturing activity during
 the year under report, the material consumption has increased to 74.83%
 as compared to that of previous year of 71.76%
 
 DEPOSIT:
 
 During the year under report, the company has not accepted any deposits
 from the public.
 
 DIVIDEND:
 
 In view of the loss for the year and the unabsorbed accumulated losses
 of the earlier years, your directors regret their inability to
 recommend dividend for the year under report.
 
 PROSPECTS:
 
 Though the overall economic outlook is satisfactory, inflationary
 trends and slowdown in automobile and certain sectors of the
 engineering industry is noticeable, the company has an encouraging
 order book.
 
 However, shortage of adequate working capital and high interest rates
 are areas of concern.
 
 Your company has weathered a difficult year and is considering avenues
 for raising sufficient funds to meet its working capital requirements
 which will help improve its performance during the current year.
 
 DIRECTORS RETIRING BY ROTATION:
 
 Shyam Sirur, Director of the Company, retires by rotation and being
 eligible, offers himself for re-appointment.
 
 Mukund Muley, Director of the company, retires by rotation and being
 eligible, offers himself for re- appointment.
 
 A brief profile of Directors retiring by rotation is given below:
 
 SHYAM SIRUR
 
 Shyam Sirur (64) holds a degree in B.E. (Elect.). He has about 42 years
 of experience in the field of electronics. He is the Executive Chairman
 of Cotmac Electronics Pvt. Ltd., Director of Cotmac Pvt. Ltd., Cotmac
 Electronics (Surat) Pvt. Ltd., Cotmac Telecom Pvt.  Ltd., Cotmac
 Infotech Pvt. Ltd., Sunny Weld Pvt.  Ltd., Mipro International Pvt.
 Ltd., N.A. Sirur (Hubli) Pvt. Ltd., Cotmac Gastech Pvt. Ltd., Sibella
 Pvt. Ltd., Cotmac Synergy Pvt. Ltd., Softech Controls Pvt. Ltd.,
 Sibella Technologies (Pvt.) Ltd., Cotmac Industrial Trading Pvt. Ltd.,
 Cotmac Precision Casting Pvt. Ltd., and Cotmac DTM EXIM Pvt. Ltd. He is
 also the Chairman of the Remuneration Committee and member of the Audit
 Committee of the Company.
 
 MUKUND MULEY
 
 Mukund Muley (46) holds a degree in B.E. (Elect.).  He has about 24
 years of experience in the field of Electronics. He is Managing
 Director of Cotmac Electronics Pvt. Ltd., and Director of Cotmac
 Electronics (Surat) Pvt. Ltd., Cotmac Telecom Pvt. Ltd., Cotmac
 Infotech Pvt. Ltd., Cotmac Synergy Automation Pvt.  Ltd., Cotmac
 Gastech Pvt. Ltd., Softek Controls Pvt.  Ltd., Cotmac Clasitech
 Singapore Pte. Ltd., Cotmac Precision Casting Pvt. Ltd., and Cotmac DTM
 EXIM Pvt. Ltd., and Proprietor of M & M Floriculture; Prerana
 Industries (Nashik) and Symo Patterns (Nashik).
 
 Mukund Muley is a member of the Remuneration Committee of the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to the requirement under Section 217 (2AA) of the Companies
 Act, 1956, with respect to Directors'' Responsibility Statement, it is
 hereby confirmed;
 
 1.  That in the preparation of the annual accounts .  for the financial
 year ended 31st March, 2012, the applicable accounting standards had
 been followed along with proper explanation relating to material
 departures.
 
 2.  That the Directors had selected such accounting policies and
 applied them consistently and made judgements and estimates that were
 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
 loss for the year under review.
 
 3.  That the Directors had taken proper and sufficient care 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.  That the Directors had prepared the accounts for the financial year
 ended 31st March, 2012, on a ''Going Concern'' basis.
 
 AUDITORS:
 
 M/s. B.K. Ramadhyani and Company, Chartered Accountants, Bangalore, the
 auditors of the company, retire at the ensuing Annual General Meeting
 and being eligible, offer themselves for re-appointment. You are
 requested to appoint auditors for the current year and fix their
 remuneration.
 
 DISCLOSURE WITH REGARD TO CONSERVATION OF ENERGY, TECHNOLOGY OUTGO,
 ETC.
 
 Information as required under Section 217(1)(e) of the Companies Act,
 1956, forms part of this report and is given as an Annexure.
 
 EMPLOYEES:
 
 During the year under review, there was no employee who was in receipt
 of a remuneration, which is in excess of Rs. 5,00,000 per month or Rs.
 60,00,000 per annum, and hence the particulars of the employees as
 required in terms of Section 217(2A) of the Companies Act, 1956, are
 not given in the report.
 
 CORPORATE GOVERNANCE PROVISIONS:
 
 Pursuant to the provisions of Clause 49 of the Listing Agreement, the
 company has adopted the provisions relating to Corporate Governance
 Code. Your company has complied with all the mandatory requirements of
 the said Corporate Governance provisions. Corporate Governance Report
 is furnished separately and forms part of this Annual Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
 
 The Management Discussion and Analysis Report as per requirements under
 Clause-V (A) of the Corporate Governance Provisions prescribed under
 Clause-49 of the Listing Agreement is furnished separately and forms
 part of this Report.
 
 CEO/CFO CERTIFICATION:
 
 As required under sub Clause (V) of Clause 49 of the Listing Agreement,
 the Company has obtained a certificate from A.R. Menon, Executive
 Director and S.G. Gadagkar, Unit Manager (Accounts), confirming
 compliance of the aforesaid clause.
 
 CERTIFICATE OF COMPLIANCE OF CORPORATE GOVERNANCE:
 
 Certificate of the Auditors confirming Compliance with the provisions
 of Corporate Governance forms a part of this Report.
 
 EXPLANATIONS TO THE REMARKS IN THE AUDITOR''S REPORT: SI.No.4 (a)
 
 Legal proceedings have been initiated for recovering an amount of Rs.
 14.58 lakhs. The company has a strong case and is confident of being
 successful. In respect of the claims made by a customer of Rs. 73.49
 lakhs, the company has been advised that the claim will not stand.
 
 IN ANNEXURE TO THE REPORT:
 
 Re. SI.No.2 (c): The company has subsequently received the
 confirmations from the concerned third parties for the materials lying
 with them. Consequently, there is no impact on the financial
 statements.
 
 Re. Sl.No.3 (a): The delay in payment of interest on loan from Holding
 Company was due to financial constraints. The arrears will be settled
 in due course.
 
 Re. SI.No.9 (a): The company faced severe working capital crunch during
 the year and certain statutory payments were delayed. All the statutory
 over-dues have since been-settled.
 
 Re. SI.No.9 (b) and (c): Due to financial difficulties, the payment of
 Fringe Benefit Tax of Rs. 2,16,976/- has been delayed. Steps will be
 taken to clear the same.  As fully explained in Note 20(v) of the
 financial statements for the year ended March 31, 2012, the entire
 subject of payment of property tax and penalty claimed by local
 authorities is disputed through the Greater Hubli-Dharwad Industries
 Association and the matter is pending before the Government of
 Karnataka.
 
 Re. SI.No.17: The Company had obtained short term facilities for its
 working capital requirements. However, due to financial constraints,
 the repayment was delayed and the character of the borrowing has
 changed to long term investments.
 
 INDUSTRIAL RELATIONS:
 
 Industrial relations with the employees of the company remained
 cordial, stable and satisfactory during the year under review.
 
 ACKNOWLEDGEMENT:
 
 Your directors wish to place on record their appreciation of the
 assistance and support extended by the Bankers, Financial Institutions,
 State and Central Governments, Customers and Suppliers to the Company.
 Your directors express their appreciation for the dedicated and sincere
 services rendered by the employees of your Company.
 
                                       For and on behalf of the Board
 
                                                         VIKRAM SIRUR
                                                             Chairman
 
 Place: PUNE
 Date : 13th August, 2012