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Directors Report of W S Industries (India) Ltd.

Mar 31, 2015

Dear Members

The Directors hereby present the Fifty Second Annual Report on the business and operations of the Company and the Audited Financial Statements for the 6 months' ended 31 st March 2015.

1. Results of operations

Due to the ongoing cash crunch, the Company's operations remained significantly affected for most of the year. Hence the revenues are very low and the losses are significant due to incurrence of employee and financial costs.

(Rs. in million)

Particulars Forthe period For the period ended ended 31 st March 30th Sept. 2015 (6 months)* 2014 (12 months)

Sales and other operational income 99.58 1139.74

Other Income 20.78 160.72

Total Income 120.36 1300.46

Gross Profit /(Loss)from Operations (185.55) (332.37)

Less: Depreciation 62.86 99.50

Interest/Finance Charges 236.06 470.34

Net Profit /(Loss) for the year (484.47) (902.21)

Provision /(withdrawal) for Income Tax

Deferred Tax (15.00) (17.10)

Net Profit/(Loss) forthe yearafter Tax (469.47) (885.11)

Profit/(Loss) Brought forward from previous year (1426.99) (541.88)

Depreciation on transition to Schedule II of the

Companies Act, 2013 (77.54) -

Surplus/(Deficit)/carried to Balance Sheet (1974.01) (1428.99)

*The figures given in the previous period and the current period are not comparable.

2. Consolidated Financial Statements

Your Company is also presenting the audited consolidated financial statements prepared in accordance with the Accounting Standard 21 issued by the Institute of Chartered Accountants of India.

3. Dividend

During the six months under review, the operations of your Company were severely impacted for several reasons explained in the Management Discussion and Analysis report appended as Annexure 1 of this Report. In view of the adverse financial results, the Directors regret that it will not be possible to propose any dividend on the Equity Shares.

The Directors also regret their inability to recommend any payment of contracted dividend on Preference Share Capital in view of the loss sustained by your Company.

4. Transfer of Profit to Reserves

The company has not proposed to transfer any of its profits to reserves in view of the Carried forward losses.

5. Particulars of loans, guarantees or investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

6. Fixed Deposits

Your Company has not accepted any Fixed Deposits and as such no amount of principal or interest was outstanding as of the Balance Sheet date.

7. Material changes and commitment affecting financial position between the 6 months ended 31st March 2015 and the date of this Report

Reference may be made to the Management Discussion and Analysis Report appended to this Report. There are no material changes or commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report; and there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

8. Corporate Governance

Corporate Governance Report in compliance with Clause 49 of the Listing Agreements with stock exchanges is appended as Annexure 2 and forms an integral part of this report.

9. Particulars of Contracts or arrangements made with related parties

Particulars of Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013, in the prescribed form AOC 2 is appended as Annexure 3 to the Board's Report.

10. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure 4 to this Report.

11. Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure 5 to this Report.

12. Subsidiaries

During the six months period, your Board of Directors have reviewed the Financial Statements of the 100% subsidiary as well as the step subsidiary (which was earlier a material subsidiary). Your Company has, in accordance with Section 129 (3) of the Companies Act 2013 prepared the Consolidated Financial Statements for the six months ended 31st March 2015, which forms part of the Annual Report. Further the statement containing the salient features of the Financials of the subsidiaries in the Form AOC 1 is attached to the Financial Statements forming part of this Report.

In accordance with Section 136 of the Companies Act 2013, the audited consolidated financial statements as well as the audited financial statements of each subsidiary company are available on our website www.wsindustries.in/KYC.

13. Corporate Social Responsibility

In view of the losses incurred, the applicability of Section 135 of the Companies Act 2013 pertaining to Corporate Social Responsibility does not arise.

14. Risk Management

During the year, your Company has assigned Risk Management responsibility to the Audit Committee and has framed a Risk Management Policy which is available in the website of the Company www.wsindustries.in/KYC.

The Company has classified risks and the Committee plays an active role in mitigating the risks and to align it with the objectives of the Risk Management Policy of the Company.

15. Internal Financial Controls

Your Company has adequate internal financial controls with reference to the financial statements and commensurate with its business operations.

16. Directors and Key Managerial Personnel Appointment

It is proposed to appoint Mr.S.Rajasekar and Mrs. Hema Pasupatheeswaran as Directors of your Company. The Company has received notices along with the requisite deposits for their appointment as Directors liable to retire by rotation and the same is being placed before the Annual General Meeting for the approval of the Members.

A brief profile of the above directors is provided under the Corporate Governance Report and in the Notice of the Annual General Meeting.

Resignation

Mr.S.Suresh, resigned as Whole Time Director (Director - Operations) and the same was accepted at the Board Meeting held on 14 August 2015, effective 7th August 2015. The Board placed on record their appreciation and gratitude for his guidance and contribution during his association with the Company.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. B.Swaminathan, Chief Financial Officer and Mrs. Hema Pasupatheeswaran, Company Secretary were designated as the "Key Managerial Personnel" of the Company.

17. Declaration by Independent Directors

At the previous Annual General Meeting held on 27th March 2015, the shareholders have approved the appointment of Mr.K.Raman and Mr.G.Balasubramanyan as the Independent Directors of the Company, for a period of five years not subject to retirement by rotation. The Company has received necessary declarations from the said independent directors confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Performance Evaluation Policy

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non- executive directors and executive directors. The same is available in the website of the Company at www.wsindustries.in/KYC.

Remuneration

None of the directors are drawing remuneration (including sitting fee) and therefore the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable and hence not furnished.

No employee draws remuneration in excess of the limits prescribed under Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014. There is no increase in percentage of remuneration drawn by KMP and is not comparable to the performance of the Company, since the Company did not function to its fullest capacity Therefore details pertaining to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has not been provided.

18. Meetings of the Board

Six meetings of the Board of Directors were held during the period under review. For further details, please refer the Corporate Governance Report of this Annual Report.

19. Audit Committee, its composition and functions

The Audit Committee comprises of 3 directors viz., Mr.K.Raman, Mr.V.Srinivasan and Mr.G.Balasubramanyan. After chairing the Committee for several years, Mr. Raman has stepped down from the Chairmanship being replaced by Mr. G. Balasubramanyan, the other independent Director. All recommendations made by the Audit Committee during the period under review, were accepted by the Board.

Whistle blower Policy & Code of Conduct

The Company has adopted the Whistle Blower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct or Ethics. The said Policy is available on the Company's website www.wsindustries.in/KYC.

20. Auditors

Statutory Auditors

M/s.S.Viswanathan, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of three years at the Annual General Meeting held on March 27, 2015. Their appointment is to be ratified every year at the Annual General meeting as per the provisions of Section 139(1) and the said appointment is placed for the ratification of the shareholders at the ensuing Annual General Meeting.

Comments on Statutory Auditors' Report

The reports of Statutory Auditors do not carry any qualifications, reservations or adverse remarks which require comments from the Board.

Secretarial Auditor

Pursuant to the requirements of Section 204 (1) of the companies Act 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014,Ms.Lakshmmi Subramanian (Membership No. 3534 CP No. 1087), Partner, M/s.Lakshmmi Subramanian & Associates, was appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report for the FY 2014-15, is enclosed asAnnexure 6 to this Report.

Comments on Secretarial Auditors' Report

With reference to the observations made by the secretarial auditor, Ms. Lakshmmi Subramanian, Practicing Company Secretary, in her Secretarial Audit Report, your Company has taken the corrective measures during the current financial year.

20. Human Resources

Your Company enjoys cordial relationship with its employees at all levels. The Company's industrial relations continued to be harmonious during the period under review.

21. Prevention of Sexual Harassment Policy

Your Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the period 2014-2015, no complaints were received by the Company related to sexual Harassment.

22. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

The Company has, in accordance with the generally accepted accounting practice, disclosed the impact of pending litigations on its financial position in its financial statements.

Your Company is listed in both National Stock Exchange and Bombay Stock Exchange and has paid the Listing Fee for the Year 2015-16 to both these Exchanges.

23. Director's Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the period ended 31st March 2015 and of the profit or loss of the Company for the said period under review.

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The directors have prepared the annual accounts on a going concern basis.

e. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

f. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

24. Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board

Place: Chennai V. SRINIVASAN Date: 14thAugust2015 Chairman


Sep 30, 2014

Dear Members,

The Directors are pleased to present the Fifty First Annual Report along with the Audited Statement of Accounts and the Auditors'' Report of your Company for the Financial Year ended, 30th September 2014. The summarized financial results for the year ended 30th September 2014 are as under:

FINANCIAL RESULTS

Particulars For the For the period period ended ended 30th 30th September September 2014 2013 (18 months)

Sales and other operational income 1139.74 2028.65

Other Income 160.72 1382.07

Total Income 1300.46 3410.72

Gross Profit/(Loss) from Operations (332.37) 815.20

Less: Depreciation 99.50 158.11

Interest/Finance Charges 470.34 662.51

Net Profit/(Loss) for the year (902.21) (5.42)

Provision /(withdrawal) for Income Tax Deferred Tax (17.10) 84.60

Net Profit/(Loss) for the year after Tax (885.11) (90.02)

Profit Brought forward from previous year (541.88) (451.86)

Transfer from General Reserve - -

Surplus/(Deficit)/ carried to Balance Sheet (1426.99) (541.88)

DIVIDEND

During the year under review, the operations of your Company were severely impacted for several reasons explained under the head ''Business Operations''. In view of the adverse financial results, the Directors regret that it will not be possible to propose any dividend on the Equity Shares.

The Directors also regret their inability to recommend any payment of contracted dividend on Preference Share Capital in view of the loss sustained by your Company.

BUSINESS OPERATIONS

The overall sales from operations was Rs.1139.74 million for the year ended 30th September 2014. Your Company''s operations were severely impacted due to the significant working capital constraints suffered by the Company throughout the year. This resulted in very low capacity utilization which again had a spiraling effect of increasing losses since majority of the fixed costs was un-covered. On the positive side, selling prices continued to increase. Due to the significant initiatives taken by your Company, the Government brought in a provisional anti-dumping duty on 16th September 2014. This will help to increase domestic capacity utilization going forward. The safeguards duty imposed by the Government of India in December 2012 expired in December 2013.

REAL ESTATE INITIATIVES

Your Company is awaiting final approvals from appropriate authorities on receipt of which it will start receiving cash flows from sale of real estate.

SUBSIDIARIES

During the year, W.S. Insulators Limited was renamed as W.S. T & D Limited ("W.S. T & D") to distinguish the activities being undertaken by W.S. T & D from that of the parent company. During the year, your Company acquired the balance share capital from other shareholders and consequently W.S. T & D became the wholly owned subsidiary of your Company. During the year, the shares of W.S. Electric Limited were transferred to the wholly owned subsidiary, W.S. T & D.

Consequent to the transfer of shares held by the Holding Company to W.S. T & D, W.S. Electric Ltd. has become the subsidiary of W.S. T & D and a step subsidiary of your Company.

CASH MANAGEMENT

In the view of the Board, once the monetization of our real estate assets takes place and the payments are received, your Company could significantly step up the operations of both the Insulator and Projects businesses

REFERENCE TO BIFR

As your Company''s networth has fully eroded due to the huge losses suffered by it, your Company mandatorily has to make a reference to the Board for Industrial & Financial Reconstruction ("BIFR") as per Section 15(1) of the Sick Industrial Companies (Special Provisions) Act 1985 ("SICA")

FUTURE PROSPECTS

Your Company''s order book presently stands at about Rs 439 million. Your Company is taking parallel steps to improve the financial health of your Company by pursuing avenues for long term capital accrual in tandem with steps to improve the profitability of its businesses.

GREEN INITIATIVE

In line with the Green Initiative of the Ministry of Corporate Affairs, your Company had initiated steps for implementing the same for the benefit of the shareholders.

In this connection, your Company had sent communication to the shareholders seeking their consent for sending the Annual Report and other communication from your Company by using electronic mode.

We are thankful to such of the shareholders who have accepted for receiving the Annual Report through e-mail and would request other shareholders also to give their consent at the earliest to enable your Company to implement and make the Government''s initiative a success.

ACKNOWLEDGMENT

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 its Bankers / Lenders, the Central / State Governments and all its stakeholders.

For and on behalf of the Board Place: Chennai V.SRINIVASAN Date: 13th February 2015 Chairman


Mar 31, 2012

The Directors hereby present the Forty Ninth Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs in Million) For the year ended

31st March 2012 31st March 2011

Sales and other operational income 2251.04 2531.36

Other Income 167.87 393.96

Total Income 2418.91 2925.32 Gross Profit / (Loss) from Operations (226.78) 243.89

Less: Depreciation 100.20 96.07

Interest / Finance Charges 323.54 175.77

Net Profit / (Loss) for the year (650.52) (27.95)

Provision / (withdrawal)

Deferred Tax (101.80) 2.40

for Income Tax

Net Profit /(Loss) for the year after Tax (548.72) (30.35)

Profit Brought forward from previous year 2.82 1.48

Transfer from General Reserve 94.04 60.00

Transfer to Capital Redemption Reserve - (17.50)

Provision for Preference Dividend - (9.27)

Distribution tax / Education cess on above dividend - (1.54)

Surplus / (Deficit) carried to Balance Sheet (451.86) 2.82

DIVIDEND

During the year under review, the operations of the Company were severely impacted for several reasons explained under the head 'Business Operations'. In view of the adverse financial results, the Directors regret that it will not be possible to propose any dividend on the Equity Shares.

The Directors also regret their inability to recommend any payment of contracted dividend on Preference Share Capital in view of the loss sustained by the Company.

BUSINESS OPERATIONS

The Company operates in two business segments namely (a) Insulators and (b) Turnkey Projects. The overall sales from operations was Rs 2251.04 million as against Rs 2531.36 in the previous year. Pressure on pricing due to predatory competition from China, customer deferment due to delay in T & D projects execution and weak overall environment contributed to the reduction in sales. Our second unit, located in the Special Economic Zone at Visakhapatnam, is now fully operational but operated at a low capacity utilization throughout the financial 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 resulted in substantial reduction in selling prices in the Indian market. 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 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 548.72 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 159.90 million being the profit arising on transfer of 10,000 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 modernize its manufacturing facilities at its Chennai factory in a phased manner with refurbishment and addition of new equipment as appropriate, mainly to reduce the production cost. The main focus of the Capital Expenditure program at the Visakhapatnam plant is to debottleneck capacities wherever required and expand the product portfolio.

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, has been concluded and the Award is reasonably in Company's favour. However, the joint developer has sought an interim stay against the implementation of the Award in the Madras High Court and the matter is posted for further hearing.

FUTURE PROSPECTS

The Company's order book presently stands at Rs 1818 million. The Company is taking parallel steps to improve the financial health of the company by pursuing avenues for long term capital accrual in tandem with steps to improve the profitability of its businesses. These are explained in detail in Annexure D to this Report.

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, Practicing Company Secretaries, have conducted a Secretarial Audit for the year ended 31st March, 2012 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 Managing Director and Chief Executive Officer 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.N.Srinivasan and Mr. G.V. Viswanath retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

During the year, Mr.Murali Venkatraman was redesignated as Vice-Chairman (Wholetime) and Mr.Narayan Sethuramon was redesignated as Managing Director and Chief Executive Officer.

AUDITORS

M/s.S. Viswanathan, Chartered Accountants, Chennai, the retiring Auditors, being eligible, offer themselves for re-appointment.

STATUTORY INFORMATION

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended regarding employees, is given in Annexure to the Director's Report. However, as per the provisions of Section 219 of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the company, excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Secretary at the Registered Office of the company.

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 31.3.2012 are as under:

No. of Shareholders Total unclaimed Dividend (in Rs)

Interim Dividend 2008 1997 309150.62

Final Dividend 2008 2030 262250.50

Dividend 2009 1707 340013.00

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, 10,000 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.

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 quoting their Folio/Client and Depository Participant ID numbers.

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 for 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

31st May, 2012 Chairman


Mar 31, 2011

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


Mar 31, 2010

The Directors hereby present the Forty Seventh Annual Report along with the audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. in Million)

For the year ended

31st March 2010 31st March 2009

Sales and other operational income 2175.62 2227.30

Other Income 10.47 5.30

Total Income 2186.09 2232.60

Gross Proft from Operations 53.86 251.63

Less: Depreciation 79.85 37.18

Interest/Finance Charges 113.57 82.20

Net Proft / (Loss) for the year (139.56) 132.25

Tax - 42.50

Provision /(withdrawal) for

Income Tax Deferred Tax (9.20) (2.10)

Fringe Benefit Tax - 2.80

Net Proft / (Loss) for the year after Tax (130.36) 89.05

Profit Brought forward from previous year 157.69 125.04

Transfer to Capital Redemption Reserve 17.50 26.25

Provision for Preference Dividend 7.14 4.63

Provision for Dividend - 21.14

Distribution tax/Education cess on dividends 1.21 4.38

Surplus carried to Balance Sheet 1.48 157.69

DIVIDEND

During the year under review, the operations of the Company were impacted for various reasons as explained under the head Business Operations.

Hence, in view of the adverse financial results, no dividend has been proposed in respect of the Equity Shares. However, in order to meet the contractual commitments, the Directors recommend payment of dividend aggregating to Rs.7.14 million on the Cumulative Redeemable Preference Shares at the contracted rate, for the full year in respect of the existing preference shares and on pro- rata basis for the shares allotted during the year This dividend, together with the distribution-tax/education cess thereon, has been provided for appropriation out of the profits of the Company carried forward in the Balance Sheet from the previous year

BUSINESS OPERATIONS

Your Company operates in two business segments namely (a) Insulators and (b) Turnkey Projects.The net sales from Insulator business for the year was Rs.1764 million. Our second unit, a green field project located in the Special Economic Zone at Visakhapatnam commenced commercial production in July 2009 and its operations are now getting stabilized.

The Turnkey Projects Division performed satisfactorily with a sales of Rs. 411 million as against sales of Rs. 124 million for the previous year thus recording an increase of more than three times.

However, the year was marked by several adverse factors both on the production and commercial fronts. The market both in India and overseas saw a slowdown in demand in the aftermath of the global financial crisis.The reduction in demand resulted in significant increased competition due to the large global capacities that had been recently commissioned, especially in India and China, leading to significant reductions in selling prices. The operations faced a continuing inflationary cost of raw material and components. Consequent to the power cut imposed by the utilities, the Company had to rely on expensive third party and self generated power to meet its energy requirements.

All these factors were responsible for the net loss of Rs. 139.56 million for the year under review.

Detailed analysis of the Companys performance during the year as well as the T & D Sector is provided in Annexure D to this Report.

RECOGNITION

Your Directors are pleased to inform that the Company continues to enjoy the status of Star Export House and recognition as approved R&D Unit.

Our Unit I at Chennai has completed I M S final certification Audit thereby complying with all the three Standards viz., ISO 9001:2008, ISO 14001:2004 and OHSAS (Occupational Health & Safety Assessment Series) 18001:2007.

Our Unit II at Visakhapatnam has also been certified under ISO 9001:2008 (Quality Management System).

CREDIT RATING

The Company has been rated LBBB for its long term and A3+ for its short term working capital facilities granted by its Consortium bankers as per BASEL II requirements by the credit rating agency ICRA.

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. This year’s capex was primarily focused on re- orienting capacities of Transmission and Substation Insulators keeping market conditions in perspective.

STATUS OF SOFTWARE TECHOLOGY PARK

The Company’s Subsidiary, WS. Electric Limited (WSE), is receiving the rental income from the space owned by it in Phase - I of the Software Technology Park, co-developed by it. The Developer has sought extra time for the construction of Phase - II citing sluggish demand for IT space. WSE has not accepted this request and the dispute on account of this is being dealt with as per the Dispute Resolution Mechanism available under the Development Agreement.

FUTURE PROSPECTS

The Companys order book presently stands at Rs. 2488 million as against Rs. 2394 million at the same time last yearThe Company is taking vigorous steps to restore profitability of operation 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 activity taking place in the construction, rehabilitation and upgradation of electricity networks in many parts of the world, the demand for your Companys products and project capabilities continues to remain vibrant.

INDUSTRIAL RELATIONS AND HUMAN RESOURCES MANAGEMENT

Employee relations continued to be cordial and smooth. Attention was paid on strengthening the total employee involvement in all the turnaround initiatives. Focus was given on training and improvement in Health, Safety and Environment. Special emphasis was given on job rotation for multi-tasking to facilitate revised product mix and enhanced production targets.

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 Companys compliance in this regard and have certified the same, as required underthe 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 31st March, 2010 and have confirmed in their Report compliance of the Company with all the applicable provisions of the Companies Act, 1956, the Regulation and Guidelines of SEBI as applicable to the Company and Listing Agreements with the Stock Exchanges.

A separate Management Discussion and Analysis Report on the Companys performance is given in Annexure- D to this Report.

The declaration given by the Vice Chairman & Managing Director with regard to compliance with the Companys 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, MrK.Raman and Mr. Julian C. Schroeder retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Due to his advancing age, Air Marshal (Retd.) S.J. Dastur has resigned from the Directorship of the Company which was duly accepted by the Board effective from 30.7.2010.

Air Marshal (Retd.) S.J. Dastur has been a Member of the Board of your Company for more than two decades and has steered the Audit Committee since 2001. He has made a very significant contribution to the growth of the Company and the Board too benefited from his wise counsel.

The Board wish to place on record its sincere appreciation of the contribution made by Air Marshal (Retd.) S.J. Dastur during his long tenure as a Member of the Board.

MANAGING DIRECTORS

Pursuant to the resolution passed at the last Annual General Meeting, the Company had obtained approvals of the Central Government under the Companies Act, 1956 for the re-appointment of Mr Murali Venkatraman, and Mr Narayan Sethuramon, as Vice Chairman and Managing Director and Managing Director respectively for a period of five years with effect from 24.7.2009 and for payment of revised remuneration for a period of three years with effect from 1.4.2009 vide Central Government approval letters both dated 5.4.2010.

However, both Mr Murali Venkatraman and Mr Narayan Sethuramon have informed the Company that considering the constraints faced by the Company, they would continue to draw during the year only the lower remuneration which they were in receipt before the increase was approved by the Members.

AUDITORS

M/s.S.Viswanathan, Chartered Accountants, Chennai, the retiring Auditors, being eligible, offer themselves for reappointment.

STATUTORY INFORMATION

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure to the Directors Report. However, as per the provisions of Section 19 of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company, excluding the afore said information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

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 31.3.2010 are as under:

No. of Shareholders Total unclaimed Dividend (in Rs.)

Interim Dividend 2008 2012 3,12,747.00

Final Dividend 2008 2045 2,61,707.50

Dividend 2009 1731 3,51,133.00

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.

SUBSIDIARYY COMPANIES

WS. Electric Limited is implementing a Restructuring Programme under a Scheme of Arrangement to obtain greater flexibility in its Development activities.

The Company has obtained necessary approvals from the Central Government under Section 212(8) of the Companies Act, 1956, exempting the Company from annexing the Audited Accounts of the Subsidiary Companies, WS. Electric Limited and WS. Insulators Limited and the Company has been publishing the Consolidated Accounts as required under the Accounting Standards and 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 also enclosed.

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 and bankers.

For and on behalf of the board, Chennai V.SRINIVASAN 30th July,2010 Chairman

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