The Directors have the pleasure in presenting their 64th Annual Report
 on the business and operations of your Company and the audited
 Financial Statements of your Company for the year ended 31st March,
 2012 :
 
 Financial Results                               (Rs. in Lacs)
                                      2011-2012         2010-2011
 
 Total Income                          13731.54          14354.69
 
 Total Expenditure                     13580.35          14037.99
 
 Profit Before Tax                       151.19            316.70
 
 Less :
 
 Provision for Current Tax                65.40             80.00
 
 Deferred Tax Charged/(Credit)           (15.48)            22.10
 
 Income Tax for Earlier Years    0.99     50.91    13.78   115.88
 
 Profit After Tax              100.28             200.82
 
 Add : Profit Brought Forward 1034.10             878.55
 
                                        1134.38          1079.37
 
 Less :
 Proposed Dividend                         -               38.95
 
 Corporate Dividend Tax                    -       -  6.32 45.27
 
 Balance Carried to Reserves & Surpls   1134.38          1034.10
 
 DIVIDEND
 
 The Board of Directors of your Company has not recommended payment of
 any Dividend for the Financial Year 2011-2012 keeping in view of
 downfall in Profit by almost 50% in the year and its continuing trend
 also in the current Financial Year 2012-2013 and considering overall
 future business prospect of the Company.
 
 OPERATIONAL REVIEW
 
 The Total Revenue during the year was Rs.137.32 Crores as against
 Rs.143.55 Crores during the previous year, representing a downfall
 during the year by 4.34%, mainly due to Transformer Sales decreased
 from Rs.101 Crores approximately in last year to Rs.73 Crores
 approximately this year. Mushroom growth and unhealthy competition from
 various Transformer Manufacturing Units in unorganized sector is posing
 problems to organized sector, like your Company, resulting in very low
 selling prices and your Company is not in a position to sell
 Transformers at such lower prices.
 
 The Profit Before Tax (PBT) for this year is Rs 1.51 Crores, whereas it
 was Rs.3.17 Crores in the last year, representing a downfall of Profit
 by almost 52% compared to the last year. Many factors have contributed
 towards such disproportionate fall in PBT compared to fall in Revenue,
 namely, lower selling prices, so also the margins, continuous abnormal
 price hike of major raw materials both in India and abroad ,unexpected
 delay in payments by Electricity Boards, etc. As a result of abnormal
 delay in payments by the Company''s Customers Trade Receivables have
 increased to Rs.87 Crores approximately this year from Rs.69 Crores
 approximately last year. To meet the additional Working Capital
 requirements and maintain cash flow position of your Company arising
 out of delay in payments by Customers ,the Company''s borrowings have
 substantially increased. Increase in Finance Costs comprising of
 Interest Expenses and other borrowing costs by about Rs.1.60 Crores
 this year compared to last year has also largely contributed towards
 such fall in PBT this year.
 
 FUTURE OUTLOOK
 
 The Total Revenue of your Company which has been badly hit by shortfall
 in Transformer Sales due to lower selling prices have almost been
 compensated by increase in Cable and Conductor Sales by about 100% this
 year (Rs.57 Crores approximately) compared to last year (Rs.29 Crores
 approximately). But here also because of lower selling prices, so also
 the margins, shortfall in PBT this year compared to last year could not
 be compensated. Yet, to maintain your Company''s Revenue and
 Profitability position, effort is being made to achieve higher sales in
 this segment by penetrating into new customer base. Your Company''s
 effort in this regard has been successful in having Railways as a new
 customer and your Company has started supplying Power and Signaling
 Cables to them. This may help your Company to achieve further increase
 in Cable and Conductor Sales in future.
 
 Increased number of Dry Type Transformers are being manufactured in
 your Company''s Dhualgori Factory in expectation of increase in sales of
 such Transformers this year. Further expansion of your Company''s
 Dhulagori Factory is going on a continuous basis.
 
 Due to continuous failure in repayment of principal amount of loans and
 interest thereon by various State Electricity Boards (SEBs) Banks have
 stopped giving further loans to them and as a result, these SEBs could
 neither pay their outstanding dues to your Company in time nor purchase
 your Company''s products fully according to their requirements. On
 intervention by the Central Government, the Banks have restructured the
 loans of these SEBs with the condition that they should increase their
 tariff for supply of Electricity and take necessary steps to stop
 theft/pilferage of electricity and have started giving further loan
 installments to SEBs and also allowed the SEBs to issue Bonds for
 raising funds if they consider necessary. This may improve the position
 of your Company in the sense that SEBs will liquidate their dues to the
 Company and will start again to place Orders for purchase of your
 Company''s products which may help your Company in reducing its Trade
 Receivables, which is as high as Rs.87 Crores at the end of the year
 compared to Rs 69 Crores of the last year and increase its Turnover.
 
 CORPORATE GOVERNANCE
 
 A separate Report on Corporate Governance in format as prescribed in
 the revised Listing Agreements with the Stock Exchanges forms a part of
 the Annual Report of your Company and is being attached hereto, along
 with the Auditors'' Certificate on its compliance. A Report on
 Management Discussion and Analysis is also attached herewith.
 
 PUBLIC DEPOSITS
 
 Your Company has not accepted any Deposit within the meaning of Section
 58A of the Companies Act, 1956 and the Rules made thereunder.
 
 PARTICULARS OF EMPLOYEES
 
 There is no employee whose particulars are to be given pursuant to
 Section 217(2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975, as amended.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
 AND OUTGO
 
 The monitoring and control of consumption of sources of energy like
 power, oil etc. continued to be a priority area of your Company. Energy
 conservation procedures also form an important part of your Company''s
 operational practices.
 
 Your Directors have nothing to report in the matter of Technology
 absorption.
 
 Your Company has no export business and Foreign Exchange earnings
 during this year. The Foreign Exchange outgo during this year was as
 follows :
 
 1.  Value of Imports calculated on CIF basis -
 
 Raw Materials Rs. 233.96 lacs
 
 2.  Expenditure in Foreign Currency - (Paid or Payable)
 
 Foreign Travelling Rs. 3.61 lacs
 
 Foreign Exchange Fluctuation Rs. 3.67 lacs
 
 Bank Charges Rs. 0.39 lacs
 
 Interest Expense Rs. 0.25 lacs
 
 LISTING
 
 Your Company''s Shares continue to be listed on Calcutta and Bombay
 Stock Exchanges. Annual Listing Fees of both Bombay Stock Exchange and
 Calcutta Stock Exchange have been paid upto the year
 
 2012-2013.
 
 DIRECTORS
 
 Sri Loon Karan Patawari , Director of the Company will retire by
 rotation at the forthcoming Annual General Meeting and, being eligible,
 offers himself for re-appointment.
 
 Sri Bachhraj Begwani, Director of the Company will retire by rotation
 at the forthcoming Annual General Meeting and, being eligible, offers
 himself for re-appointment.
 
 Sri Rajendra Bhutoria was appointed as the Whole-time Director of the
 Company for a period of 5 (five) years with effect from 1st April, 2007
 mainly to manage and control function of Head Office and Eastern India
 operations of the Company under the superintendence control and
 direction of the Board of Directors (''the Board'') of the Company. His
 appointment and remuneration as Whole-time Director were approved at
 the Annual General Meeting of the Company held on 28th September, 2007.
 His present term as the Whole-time Director of the Company expired on
 31st March, 2012.
 
 In view of Sri Rajendra Bhutoria''s performance and capabilities the
 Remuneration Committee of the Board of Directors of the Company at its
 Meeting held on 23rd August, 2012 and the Board at its Meetings held on
 14th August, 2012 and 25th August, 2012 have re-appointed, subject to
 the approval of the Members of the Company in its ensuing Annual
 General Meeting. Sri Rajendra Bhutoria as the Whole- time Director of
 the Company for a further period of 5(five) years with effect from 1st
 April, 2012 mainly to manage and control functions of Head office and
 Eastern India operations of the Company under the superintendence,
 control and direction of the Board.
 
 His principal terms of service and remuneration on such re-appointment
 with effect from 1st April, 2012 has been given in detail in the
 Explanatory Statement attached to the Notice convening the ensuing
 Annual General Meeting.
 
 The re-appointment and remuneration of Sri Bhutoria as the Company''s
 Whole-time Director require the approval of the Members of the Company
 in General Meeting by passing a Resolution in terms of Section
 
 II of Part II and Paragraph 1 of Part III of Schedule XIII to the Act
 read with Section 311 of the Act and the remuneration payable to him
 also requires the approval of the Members of the Company in General
 Meeting under Section 309 of the Act, which will be sought for in the
 forthcoming Annual General Meeting of the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In accordance with the provisions of Section 217(2AA) of the Companies
 Act, 1956 (the Act) and based upon representation from the Management
 the Board states that :
 
 1.  in the preparation of the Annual Accounts, the applicable
 Accounting Standards have been followed along with proper explanation
 relating to material departures;
 
 2.  the Directors have selected such Accounting Policies and applied
 them consistently and made judgments and estimates that 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 of
 the Company for that period;
 
 3.  the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 4.  the Directors have prepared the Annual Accounts on a going concern
 basis; and
 
 5.  the Managing Director and the Chief Financial Officer of the
 Company have furnished the necessary certification to the Board on
 these Financial Statements as required under the revised Clause 49 of
 the Listing Agreements with the Stock Exchanges where the Equity Shares
 of the Company are Listed.
 
 AUDITORS
 
 M/s. A. C. Bhuteria & Co., Chartered Accountants, Auditors of the
 Company retire at the ensuing Annual General Meeting and, being
 eligible, offer themselves for re-appointment. Your Company has
 received a letter from them to the effect that their re-appointment, if
 made at the forthcoming Annual General Meeting, would be within the
 limits prescribed under Section 224 (1B) of the Companies Act,1956.
 Accordingly, the Audit Committee of the Board of Directors of your
 Company has recommended for their re-appointment for holding office
 till the conclusion of the next Annual General Meeting with a
 remuneration to be fixed by the Committee in consultation with them .
 
 BRANCH AUDITORS
 
 Your Company has Branch Offices and Units at Jaipur-Rajasthan,
 Barmer-Rajasthan, Agra-U.P and Dhule- Maharashtra. M/s. N. C. Dhadda &
 Co., Chartered Accountants, Jaipur, Rajasthan were appointed the Branch
 Auditors of the Company for the Financial Year 2011-2012. They have
 informed the Company that their Firm has been dissolved effective from
 14th July, 2012 .
 
 Following this, the Board of Directors has appointed in its Meeting
 held on 25th July,2012 M/s Jain Shrimal & Co., Chartered Accountants,
 Jaipur, Rajasthan (Registration No with ICAI being 001704C ) as Branch
 Auditors of the Company to fill the casual vacancy caused due to
 dissolution of M/s. N.C.Dhadda & Co, the existing Branch Auditors of
 the Company. The Company has obtained a consent-cum-eligibility letter
 dated 20th July, 2012 from M/s. Jain Shrimal & Co., in terms of Section
 224(1B) and 226(1) of the Companies Act,1956 (the Act). Pursuant to
 Section 224(6 )(a) & (b) of the Act, M/s. Jain Shrimal & Co. will hold
 office until the conclusion of the forthcoming Annual General Meeting
 of the Company.
 
 It is proposed to appoint M/s. Jain Shrimal & Co., Chartered
 Accountants, as Branch Auditors for the Jaipur, Barmer, Agra and Dhule
 Branch Offices and Units for the Financial Year 2012-2013 at a
 remuneration to be fixed by the Audit Committee of the Board of
 Directors in consultation with them.
 
 APPRECIATION
 
 The Board wishes to place on record its sincere appreciation for the
 continued assistance and support extended to your Company by its Banks,
 State Electricity Boards, Government and Semi Government Authorities,
 Power Utilities and other customers during the year under review.
 
 The Board takes this opportunity to thank all employees for their
 dedicated services and cooperation.
 
 Your Directors are also grateful for your continued support and
 encouragement.
 
 Registered office :        For and on behalf of the Board of Directors
 
 56, Netaji Subhas Road
 
 Kolkata - 700 001                      S. S. Jain
 
 Dated : 29th August, 2012               Chairman