Dear Members,
 
 The Directors hereby present the Forty Eighth Annual Report along with
 the Audited Accounts of the Company for the year ended 31 st March,
 2011.
 
 FINANCIAL RESULTS                                   (Rs. in Million)
                                                   For the year ended
                                 31st March 2011      31st March 2010
 
 Sales and other operational 
 income                                  2531.36              2175.62
 
 Other Income                            393.96                 10.47
 
 Total income                           2925.32               2186.09
 
 Gross Profit from Operations            242.46                 53.86
 
 Less : Depreciation                      96.06                 79.85
 
 Interest/Finance Charges                174.33                113.57
 
 Net Profit / (Loss) for the year       (27.93)              (139.56)
 
 Provision/(withdrawal) 
 Deferred tax                              2.40                (9.20) 
 for Income Tax
 
 Net Profit/(Loss) for the year 
 after Tax                              (30.33)              (130.36)
 
 Profit Brought forward from 
 previous year                             1.48                157.69
 
 Transfer from General Reserve            60.00                     -
 
 Transfer to Capital Redemption 
 Reserve                                (17.50)               (17.50)
 
 Provision for Preference Dividend       (9-27)                 (714)
 
 Distribution tax / Education cess 
 on dividends                            (1-54)                (1-21)
 
 Surplus carried to Balance Sheet          2.84                  1.48
 
 DIVIDEND
 
 During the year under review, the operations of the Company were
 severely impacted for various reasons explained under the head
 ''Business Operations''. In view of the adverse financial results, no
 dividend has been proposed on the Equity Shares.
 
 However, in order to meet the contractual commitments, the Directors
 recommend payment of dividend on the Preference Share Capital at the
 contracted rates out of the available reserves in terms of Companies
 (Declaration of Dividend out of Reserves) Rules, 1975 aggregating to
 Rs.9.27 million on the Cumulative Redeemable Preference Shares at the
 contracted rates. This dividend, together with the
 distribution-tax/education cess thereon, has been provided for in the
 accounts.
 
 BUSINESS OPERATIONS
 
 The Company operates in two business segments namely (a) Insulators and
 (b) Turnkey Projects. The net sales from Insulator business for the
 year was Rs.2122.67 million as against Rs.1764.59 million made in the
 previous year resulting in a growth of 20% in value terms. Our second
 unit, located in the Special Economic Zone at Visakhapatnam, is now
 stabilizing its operations but operated at a low capacity utilization
 through out the financial year.
 
 The Turnkey Projects Division achieved a turnover of Rs.408.69 million
 in the current financial year as against Rs.411.03 million for the
 previous year.
 
 The year was marked by several adverse factors both on the production
 and commercial fronts. The market, both in India and overseas, saw
 reduction in prices due to intense competition. The overall reduction
 in export demand for Indian Insulator industry due to Chinese
 competition was further aggravated by the diversion of that capacity in
 to the domestic market. Added to this, direct competition from China
 also in the Indian market resulted in substantial reduction in selling
 prices. The operations faced continuing inflationary trend in cost of
 raw materials and components. Runaway increase in crude prices also
 impacted the energy cost significantly.  Consequent to the power cut
 imposed by the State utility, the Company had to rely heavily on the
 expensive third party and self generated power in order to meet its
 energy requirements.
 
 All these factors have resulted in the Company incurring net loss of
 Rs.27.93 million for the year under review.
 
 Detailed analysis of the Company''s performance during the year as well
 as the T&D Sector is provided in Annexure D to this Report.
 
 Other Income includes Rs.387.19 million being the profit arising on
 transfer of 31,000 Equity Shares of Rs.10/- each held by the Company in
 its real estate subsidiary to another subsidiary of your Company.
 
 RECOGNITION
 
 Your Directors are pleased to inform that the Company continues to
 enjoy the status of Export House and recognition as an approved R&D
 Unit.
 
 CAPITAL EXPENDITURE PROGRAMME
 
 The Company continues to upgrade its manufacturing facilities at its
 Chennai factory in a phased manner with refurbishment and addition of
 new equipment as appropriate. The CAPEX Programme initiated by the
 Company during the year is mainly focused on capacity addition for high
 end Insulators and for improving process efficiency.
 
 STATUS OF SOFTWARE TECHNOLOGY PARK
 
 As stated in the previous report the Subsidiary Company W.S. Electric
 Limited (WSE) continues to receive rental income from the Lessees
 regularly in terms of the lease agreements with them. The arbitration
 proceeding, initiated by WSE''s joint developer, is in the final stages
 of completion.
 
 FUTURE PROSPECTS
 
 The Company''s order book presently stands at Rs.1689 million. The
 Company is taking vigorous steps to restore profitability of operations
 as explained in detail in Annexure D to this Report. With the thrust
 given to the Power Sector in the 12th Plan, as well as the activities
 taking place in the construction, rehabilitation and upgradation of
 electricity networks in many parts of the world, the demand for our
 Company''s products and project capabilities continues to remain vibrant
 though competitive.
 
 CORPORATE GOVERNANCE
 
 As per the requirement of Clause 49 of the Listing Agreement entered
 into with the Stock Exchanges, a detailed report on Corporate
 Governance is set out in Annexure-B to this Report.
 
 The Statutory Auditors of the Company have reviewed the Company''s
 compliance in this regard and have certified the same, as required
 under the SEBI Guidelines. Such Certificate is reproduced as Annexure -
 C to this Report. Further, M/s.Lakshmmi Subramanian & Associates,
 Practising Company Secretaries, have conducted a Secretarial Audit for
 the year ended 31 st March, 2011 and have confirmed in their Report
 satisfactory compliance by the Company with all the applicable
 provisions of the Companies Act, 1956, the Regulations and Guidelines
 of SEBI as applicable to the Company and the Listing Agreements with
 the Stock Exchanges.
 
 A separate Management Discussion and Analysis Report on the Company''s
 performance is given in Annexure- D to this Report.
 
 The declaration given by the Vice Chairman & Managing Director, with
 regard to compliance with the Company''s Code of Conduct by the Board
 Members and senior management personnel, is furnished as Annexure-E to
 this Report.
 
 Directors'' responsibility statement, as required under Section 217(2AA)
 of the Companies Act, 1956, is enclosed as Annexure-F to this Report.
 
 DIRECTORS
 
 Your Directors, Mr.V.Srinivasan and Mr. G.Balasubramanyan retire by
 rotation at the forthcoming Annual General Meeting and being eligible,
 offer themselves for re-appointment.
 
 AUDITORS
 
 M/s.S. Viswanathan, Chartered Accountants, Chennai, the retiring
 Auditors, being eligible, offer themselves for re-appointment.
 
 STATUTORY INFORMATION
 
 The provisions of Section 217(2A) of the Companies Act, 1956, read with
 the Companies (Particulars of Employees) Rules, 1975, as amended, are
 not applicable since there is no employee drawing remuneration more
 than Rs.60,00,000/- per annum (full year) or Rs.5,00,000/-p.m (part of
 the year).
 
 Particulars required under Section 217(1)(e) of the said Act relating
 to Energy Conservation, Technology Absorption and Foreign Exchange
 Earnings and Outgo are furnished in a separate statement annexed to and
 forming part of this Report as Annexure - A.
 
 All the dividends of the earlier years, which have remained unclaimed,
 have since been transferred to the Investor Education and Protection
 Fund at the expiry of the specified period(s) as required under Section
 205C of the Companies Act, 1956. Details of Interim Dividend and Final
 Dividend of 2008 and Dividend of 2009 remaining unclaimed as on
 31.3.2011 are as under:
 
                         No. of Shareholders     Total unclaimed
                                                 Dividend (in Rs.)
 
 Interim Dividend 2008   2004                    310428.00
 
 Final Dividend 2008     2037                    263165.50
 
 Dividend 2009           1717                    347158.00
 
 
 FIXED DEPOSITS
 
 Your Company has not accepted any deposit from Public during the year
 under review and there are no outstanding deposits from Public as on
 date.
 
 SUBSIDIARY COMPANIES: W.S. ELECTRIC LIMITED AND W.S. INSULATORS LIMITED
 
 During the year, 31,000 Equity Shares of Rs.10/- each, fully paid-up,
 held by the Company in W.S. Electric Limited, were transferred to W.S.
 Insulators Limited, another subsidiary of the Company. A further 10,000
 shares were approved for transfer to W.S.Insulators Limited during the
 current year. With this transfer, W.S. Insulators Limited holds 41,000
 Equity Shares (38.86%) of W.S. Electric Ltd. while your Company holds
 21,000 (19.91%).
 
 The Restructuring Programme proposed to be undertaken by W.S. Electric
 Limited was withdrawn in view of certain constraints envisaged.
 
 The Ministry of Corporate Affairs vide its General Circular No: 2/2011
 dated 8/2/2011, issued under Section 212 of the Companies Act, 1956,
 has given a general exemption to all companies from annexing the
 Audited Accounts of the Subsidiary Companies subject to providing
 certain key information with regard to the subsidiaries and fulfilling
 certain other conditions. Accordingly, such information has been
 provided in respect of the Company''s subsidiaries W.S. Electric Limited
 and W.S. Insulators Limited elsewhere in this Report. The Company has
 also been publishing the Consolidated Accounts as required under the
 Accounting Standards and the Listing Agreement. The Annual Accounts of
 the subsidiary Companies and the related detailed information will be
 made available to the Members of the Company and the subsidiaries on
 written request for the same made to the Company Secretary quoting
 their Folio/Client ID number.
 
 Copies of audited Accounts of the Subsidiaries have been kept open for
 inspection by the Members of this Company and the Subsidiary Companies
 at the respective Registered Offices of the Company and its
 subsidiaries.
 
 Statement as required under Section 212(3) of the Companies Act, 1956
 in respect of the above Subsidiaries is enclosed.
 
 GREEN INITIATIVE
 
 In line with the Green Initiative of the Ministry of Corporate Affairs,
 the Company had initiated steps for implementing the same for the
 benefit of the shareholders.
 
 In this connection, the Company had sent communication to the
 shareholders seeking their consent for sending the Annual Report and
 other communication from the Company by using electronic mode.
 
 We are thankful to such of the shareholders who have accepted receiving
 the Annual Report through e-mail and would request other shareholders
 also to give their consent at the earliest to enable the Company to
 implement and make the Govt.''s initiative a success.
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to gratefully acknowledge the contribution made by
 the employees at all levels towards the operations of your Company
 within the constraints of a difficult operating environment. Your
 Directors also wish to place on record their appreciation of the
 continued support extended to your Company by all its stakeholders.
 
                                       For and on behalf of the Board
 Chennai                                                V. SRINIVASAN
 27th July, 2011                                             Chairman