The Members
 
 The Directors have pleasure in presenting the 44th Annual Report and
 Accounts for the Financial Year ended 31st March, 2011.
 
 WORKING RESULTS:                                  (Rupees in Thousand)
 
                                              2010-2011      2009-2010
 
 Sales & Services Income                      5,262,933      5,419,704
 
 Profit before Financial Charges and 
 Depreciation                                   850,466      1,288,911
 
 Financial Charges                                7,510          6,205
 
 Depreciation                                    74,962         59,706
 
 Profit before Taxation                         767,994      1,223,000
 
 Provisions for Taxation : Current Tax          245,000        395,000
 
                         : Deferred Tax           5,185          2,690
 
 Net Profit for the year                        517,809        825,310
 
 Add: Previous years''surplus                    123,019        145,177
 
 Profits available for appropriation:           640,828        970,487
 
 Appropriation therefrom:
 
 A.  Proposed Dividend                           91,054        126,464
 
 B.  Dividend Tax on above                       15,124         21,004
 
 C.  General Reserve                           4,00,000       7,00,000 
 
 D Surplus Carried to Balance Sheet             134,650        123,019
 
                                                640,828        970,487
 
 DIVIDEND:
 
 The Directors recommend payment of dividend of Rs.9/- per share (i.e.
 90%) on 10117120 equity shares of Rs.10 each for the year ended 31st
 March, 2011.
 
 PERFORMANCE REVIEW:
 
 The sales in terms of volume decreased and stood at 8973 MVA as
 compared to 10009 MVA in the previous year.  Sales and other income for
 the year were lower at Rs.545 crores compared to Rs.565 crores in the
 previous year. Profit before tax was lower at Rs.77 crores compared to
 Rs.122 crores in the previous year. Profit after tax has declined to
 Rs.52 crores compared to Rs.83 crores in the previous year.
 Profitibility of the Company was affected due to stiff competition in
 the market and continuous increase of prices of key input materials.
 
 The current year has begun with lower order backlog of Rs.327 crores
 (5692 MVA). The orders were booked with very low prices, in view of
 intense competition in market. Of course, the order availability in
 market has improved compared to last year but price realization remains
 very low and as such the Company is very selective in taking orders and
 hence it seems difficult to plan for volume growth during the current
 year. The present challenge is managing orders within the budgeted
 costs and high volatility in the prices of major raw materials like
 copper, electrical steel sheets, transformer oil, steel and related
 components.
 
 For detailed analysis of the performance, please refer to the
 management discussion and analysis section of the annual report.
 
 IMPULSE TESTING SYSTEM:
 
 During the year Company has installed most modern State-of-the-art
 lightning impulse testing system, fully automatic, including automatic
 chopping gap and digital impulse analysis system from HIGH VOLTS,
 GERMANY. This is installed in a completely enclosed earthed hall with
 excellent earthing system and metallic side wall and roof which are
 also earthed so that the high energy will not cause external
 interference. The generator has capacity of 1800 kVp /180 kJ.  With
 this system, we can test up to 550 kV class PowerTransformers and
 allied equipment using latest technology.
 
 FIRE AT SAVLI FACTORY:
 
 There was major fire at Savli Factory on 13th April, 2011 which has
 affected manufacturing activities of Dry Type Transformers at Savli
 factory for about one month period. The Company has adequate coverage
 of assets through insurance policy.
 
 DISCLOSURE OF PARTICULARS:
 
 The disclosure of particulars as required by Section 217 (1) (e) of the
 Companies Act, 1956 read with Companies (Disclosure of Particulars in
 the Report of Board of Directors) Rules, 1988 is given in Annexure -1.
 
 EMPLOYEES:
 
 The industrial relations during the year under review have remained
 cordial and satisfactory. The Board thanks all the Employees for their
 valuable contribution to the working of the Company.
 
 The statement under sub-section (2A) of Section 217 of the Companies
 Act, 1956, read with the Companies (Particulars of Employees) Rules,
 1975, as amended and forming part of this report is given in Annexure -
 II. The said Annexure - II shall, however, be provided to the Members
 on request to be made to the Company Secretary at the Registered Office
 of the Company.
 
 CORPORATE GOVERNANCE:
 
 In line with requirement of the Listing Agreement with the Stock
 exchanges, report on Corporate Governance is given in Annexure - III.
 
 MANAGEMENT DISCUSSION AND ANALYSIS:
 
 Management Discussion and Analysis Report is given in Annexure - IV.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OFTHE
 COMPANIES ACT, 1956:
 
 The Directors confirm that:
 
 1) In the preparation of the annual accounts, the applicable accounting
 standards have been followed by the Company.
 
 2) Such accounting policies have been selected and consistently applied
 and judgments 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.
 
 3) 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.
 
 4) Annual accounts have been prepared on a going-concern basis.
 
 DIRECTORS:
 
 Shri Jagannath S. Aiyar and Shri Vallabh N. Madhani, Directors of the
 Company retire by rotation, but being eligible offer themselves for
 reappointment.
 
 AUDITORS:
 
 The present Auditors of the Company M/s. Chandulal M. Shah & Co. are
 retiring at the forthcoming Annual General Meeting of the Company and
 are eligible for reappointment. The Members are requested to appoint
 Auditors for the Current Year and to fix their remuneration.
 
 APPRECIATION AND ACKNOWLEDGEMENT:
 
 Your Directors wish to convey their thanks to all the Company''s valued
 Customers, Bankers, Vendors, Business Associates, Government
 Authorities, and Shareholders for their continued support and
 confidence in the Company.
 
 The Board also expresses its appreciation towards the contribution made
 by all the Employees of the Company.
 
                       FOR AND ON BEHALF OFTHE BOARD
 
                     KUNJAL L. PATEL              KANUBHAI S. PATEL
 
 PLACE : VADODARA    VICE CHAIRMAN &                     CEO &
 DATE : 30th MAY, 
 2011                MANAGING DIRECTOR            MANAGING DIRECTOR