The Directors hereby present the Twenty Third Annual Report of your
 Company, together with the Audited Accounts for the year ended 31st
 March, 2012.
 
 1.  Financial Results :
 
                                                  (Rupees in Lacs)
                                           2011-12           2010-11
 
 Sales (including Excise Duty)           104706.14          97618.24
 
 Less : Excise Duty                      (11527.51)        (10254.49)
 
 Sales (Net of Excise Duty)               93178.63          87363.75
 
 Operating Profit                          3776.78           6278.37
 
 Add : Other Income                          76.35            127.50
 
 Profit before Financial Charges,
 Depreciation & Taxes                      3853.13           6405.87
 
 Financial Charges                         (595.33)          (479.82)
 
 Depreciation                             (1293.52)         (1224.74)
 
 Profit before Taxes &
 Extra-ordinary Items                      1964.28           4701.31
 
 Extra-ordinary Items                            –                 –
 
 Profit before Taxes                       1964.28           4701.31
 
 Less:
 
 Provision for Income Tax                  (549.78)         (1601.28)
 
 Profit after Tax                          1414.50           3100.03
 
 Add : Balance brought forward
 from last Account                          352.22            359.66
 
 Balance available : (A)                   1766.72           3459.69
 
 Which the Board of Directors
 have appropriated as under :
 
 (i) Transfer to General Reserve           1000.00           2300.00
 
 (ii)Proposed Total Dividend                346.91            693.82
 @ Rs. 3.00 for the year
 (Previous year @ Rs. 6.00),
 which includes Interim
 Dividend @ Rs. 1.80 (Rs. 2.40),
 per equity share.
 
 (iii)   Corporate Tax on Dividend           56.28            113.65
 
 (B)                                       1403.19           3107.47
 
 Balance carried forwarded in
 Profit & Loss Account (A) – (B)            363.53            352.22
 
 2.  Dividend
 
 At the Meeting held on 8th February, 2012, the Directors had
 recommended an interim dividend @ Rs. 1.80 (18%) per equity share of
 Rs. 10/- each, fully paid, for the financial year 2011-12, since paid.
 The Directors are pleased to recommend final dividend @ Rs. 1.20 (12%)
 per equity share for the year ended 31st March, 2012, making total
 dividend recommended of Rs. 3/- (30%) per equity share of Rs. 10/-
 each, fully paid, subject to the approval of Shareholders at the
 ensuing Annual General Meeting.
 
 3.  Operations
 
 During the fiscal the overall economic and Industrial climate was
 unfortunately sluggish. The growth in the production of domestic
 Electrical Equipment Industry was lower. The financial crisis in
 Western Europe has also cast negative effect on manufacturing sector
 and economy in general in India.
 
 High rate of interest, inflation, increase in the cost of our primary
 inputs, power and fuel, substantial volatility in the foreign exchange
 and increase in cost all around has resulted in the contraction by more
 than 20% of the production of Capital-Goods-sector impacting our
 operations.
 
 Despite such adverse economic climate in the Country, your Company has
 performed reasonably well during the year under review.
 
 The total production during the year was 24862 M Tons [25832 MT],
 marginal decrease of about 4%. The overall gross sales income was Rs.
 1047 Cr. [976 Cr] and income net of taxes Rs. 932 [874] Cr. The
 increase in the sales income, despite marginal fall in production, is
 due to increase in the cost of primary raw materials consumed, besides
 more production on own account and less production on job work account.
 
 For the year, the PBDIT is 3853.13, PBDT 3257.80, PBT 1964.28 and PAT
 1414.51 lacs. Our Reserve and Surplus are Rs 17992.69 (16982.86) lacs
 at the end of March 2012.
 
 Though prices of copper, our principal input remained volatile during
 the year, your company has generally preferred to have back to back
 procurement of input to avoid pricing mismatch of the sale of finished
 goods.
 
 Your company continues to be the market-leader in the field of Winding
 Wires in India. Export efforts continue.
 
 The Company has successfully executed an Order for 765 KV Continuously
 Transposed Conductors and the EHV Power Transformer made therefrom by a
 renowned Domestic Transformer Manufacturer are satisfactorily working
 in the field since quiet some time.
 
 Addition in the plant and machinery and civil work during the year is
 about Rs. 12 Crores.
 
 Notwithstanding whatever has been stated in the foregoing paragraphs
 about the sluggishness in the Capital-Goods- sector in our Country
 during the year, your company continues to be optimistic about future
 growth in the sector.  India being a power-deficit-country, the long
 term prospects of the Electrical Equipment Manufacturing Industry is
 bright.  Our Government is aware of constraints such as availability of
 proper grade coal for the thermal plants and has initiated actions in
 right direction. Our Winding Wires, as you are aware, are used in the
 manufacture of Electrical Equipment, which again depend on the
 development of Electrical Power sector. Our Company is looking forward
 to the future with optimism.
 
 Your Company has discharged all financial obligations in time, without
 delay or default and continues to remain a Dividend paying Company
 since long time and has low- debt-gearing.
 
 4.  Listing / Dematerialisation of the Company''s Equity Shares:
 
 The Equity Shares of your Company continue to be listed at the Bombay
 Stock Exchange Ltd, (BSE) and National Stock Exchange of India Ltd
 (NSE) and required Annual Listing Fees have been paid.
 
 The Equity Shares of the Company are compulsorily traded in
 dematerialized form as prescribed by SEBI. The same are registered with
 both National Securities Depository Ltd., Trade World, 4th Floor,
 Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400
 013, and Central Depository Services (India) Limited, Phiroze
 Jeejeebhoy Towers, 28th Floor, Dalal Street, Mumbai - 400 023, Under
 ISIN No.INE372C01011 common for both.
 
 5.  Particulars of Employees:
 
 As required under the provisions of Section 217 (2A) of the Companies
 Act, 1956, read with the Companies (Particulars of Employees) Rules
 1975, particulars of the employees are given in Annexure I hereto and
 form part of this report.
 
 6.  Disclosure of particulars in the Directors'' Report:
 
 As required under the provisions of 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, the necessary particulars
 are given in Annexure II hereto and form part of this report.
 
 7.  Auditors:
 
 The Auditors, M/s. S. R. Divatia & Company, Chartered Accountants,
 Mumbai, who have been Statutory Auditors of the Company, hold office
 until the ensuing Annual General Meeting. Subject to the approval of
 the Members, it is proposed to re-appoint them for the Financial Year
 2012- 13. The Auditors have furnished, u/s 224 (1B) of the Companies
 Act 1956, Certificate of Eligibility for reappointment.
 
 8.  Corporate Governance:
 
 As required by Clause 49 of the Listing Agreements with Stock
 Exchanges, a Corporate Governance Report, a Management Discussion and
 Analysis, and the Certificate of the Auditors of the Company regarding
 compliance of conditions of Corporate Governance are made a part of the
 Annual Report. Please refer Annexure III to the Directors'' Report.
 
 The Company has framed a Code of Conduct for all its Board Members and
 Senior Management Personnel of the Company, who have affirmed
 compliance thereto. The said Code of Conduct has been posted on the
 Company''s website. The Declaration to this effect signed by the CEO is
 made a part of the Annual Report.
 
 9.  Directors'' Responsibility Statement:
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of
 Directors of the Company based on the representations received from the
 operating management confirms:
 
 i. that in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 ii. that the directors had selected such accounting policies and
 applied them consistently and made judgements and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as at the end of financial year ended 31st
 March, 2012 and of the profit of the Company for that period;
 
 iii. 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;
 
 iv. that the directors had prepared the annual accounts for the year
 ended 31st March, 2012, on a going concern basis.
 
 10.  Directors:
 
 The term of appointment of Shri Milan M. Mehta, Vice Chairman &
 Managing Director, expired on 31st March, 2012.  On the recommendation
 of its Remuneration-Cum-Selection Committee, the Board of Directors
 have, at their meeting held on 8th February, 2012, re-appointed Shri
 Milan M. Mehta as Vice Chairman & Managing Director for a further
 period of three years from 1st April, 2012 subject to the approval of
 the Members of the Company at the ensuing Annual General Meeting and
 any other statutory approval required, if any.
 
 Shri Pradip Roy has been appointed as an Additional Director on 14th
 November, 2011 by the Board of Directors and holds office until the
 ensuing Annual General Meeting.  Besides being a Graduate Engineer from
 Indian School of Mines, Dhanbad, and a MBA from Delhi University, Shri
 Roy is qualified CAIIB, a successful Banker and retired as Executive
 Director of IDBI Bank Ltd. He is also on the Board of eminent
 Companies. He has been associated with various Committees constituted
 by Government / Industry Association on Policy formation etc in
 Infrastructure field.  He was nominated by the Government of India to
 represent Financial Sector on Ports and Roads set up by Planning
 Commission, under the Chairmanship of Ex Dy Governor of Reserve Bank of
 India.
 
 The Company has received Notice, along with the requisite Deposit of
 Rupees Five Hundred, from a Member proposing the appointment of Shri
 Pradip Roy as a Director of the Company, at the ensuing Annual General
 Meeting.
 
 In accordance with the provisions of the Companies Act, 1956, and the
 Company''s Articles of Association, Shri Vijay M. Crishna and Shri
 Ashwin P. Kothari retire by rotation and are eligible for
 re-appointment.
 
 11.  Acknowledgements
 
 The Directors wish to place on record their deep appreciation of the
 continued assistance and co-operation from Bank of Baroda, the
 Administration of Union Territory of Dadra and Nagar Haveli, Palej Gram
 Panchayat, Shareholders and all the Staff and employees of the Company.
 
                                       For and on behalf of the Board
 
                                                    Mahendra R. Mehta
 
                                       Chairman and Managing Director
 
 Mumbai,
 
 Dated 28th May, 2012