Directors Report of ECE Industries Ltd.

Mar 31, 2018

Dear Shareholders,

We have pleasure in presenting the Seventy Second Annual Report with Audited Accounts of the Company for the year ended 31st March, 2018.

FINANCIAL RESULTS (Rs. in Lakh)

Particulars	31.03.2018	31.03.2017
Turnover (Net of Excise Duty)	26,002.52	26,058.62
Profit/(Loss) before Depreciation, Exceptional Items & Tax	5,267.92	675.76
Gain from Exceptional items	1,169.44	2,251.97
	6,437.36	2,927.73
Less: Depreciation	177.29	213.07
Profit/(Loss) before Tax	6,260.07	2,714.66
Provision for:
(i) Current Income Tax	365.08	592.93
(ii) Tax / MAT Charge / (Credit) for earlier years	(73.92)	-
(iii) Deferred Tax Charge/(Credit)	340.77	(569.27)
Profit for the year	5,628.14	2,691.00

IND AS - IFRS CONVERGED STANDARDS

Your Company has adopted Indian Accounting Standards ("IND-AS") with effect from 1st April, 2017. Financial Statements for the year ended 31st March, 2017 have been re-stated to confirm to IND-AS. Notes to the financial statement provides further explanation on the transition to the IND-AS. Your Company has shared all four quarters re-stated IND-AS Profit & Loss Statement with investors along with quarterly results for comparisons. Your Company has accordingly prepared IND-AS financials for the year ended 31st March, 2018 along with comparable figures as on 31st March, 2017 and opening Statement of Assets and Liabilities as on 1st April, 2016.

REVIEW OF PERFORMANCE AND OUTLOOK

India through reforms such as ''Power for all¹ is on the path of becoming major power nation among the developing economies. The government in transmission sector has decided to increase its investment which result in high demand for Power and Distribution transformers in near future. Your company focuses on quality manufacturing of transformers and expects to get more orders in coming years. Improve designs and cost reduction techniques will help us to gain more in coming years.

Real estate reforms, affordable housing, infrastructure projects and high rise buildings are the key growth triggers in Elevator business. Adoption of global trends which include energy efficient safe and reliable equipment manufacturing by your company help us to gain more market share.

DIVIDEND

We recommend payment of Dividend for the year 2017-18 @ Rs. 2.50 per share (25%), which will be paid after obtaining your approval in the Annual General Meeting.

SHARE CAPITAL

During the year ended 31st March, 2018, there is no change in the issued and subscribed share capital of your Company. The number of equity shares outstanding as on 31st March, 2018 are 72,88,645 of Rs.10/- each.

GOODS AND SERVICES TAX (GST)

The Goods and Services Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate can provide stimulus to the business. Your Company has successfully implemented and migrated to GST with effect from 1st July, 2017 and made the necessary changes in its tax application systems.

VOLUNTARY DELISTING

During the financial year 2016-17, your Company has applied to National Stock Exchange of India Limited (NSE) for voluntary delisting of its equity shares in terms of SEBI (Delisting of Equity Shares) Regulations, 2009. An exit opportunity to the public shareholders has already been provided and shareholding of the promoter group has been reached upto 90.23% of the total paid-up equity share capital of the Company as on 31st March, 2017. The final application for delisting has already been filed by the Company with NSE.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in a separate statement attached hereto and forming part of the report. (Annexure-I)

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in SEBI (LODR) Regulations, 2015. A separate section on compliance with the conditions of Corporate Governance and a Certificate from the firm of Practicing Company Secretaries dated 1st May, 2018 in this regard is annexed hereto and forms a part of the report.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to applicable provisions of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("The Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. The Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more. Accordingly, the Company has transferred such unpaid or unclaimed dividends and corresponding shares upto the financial year 2009-10.

Members/claimants whose shares, unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. The Member/claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.

Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund. Due dates for Transfer of Unclaimed Dividend to IEPF are provided in the Notes to the Notice.

Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website. The shareholders are therefore requested to verify their records and claim their dividends of all the last seven years, if not claimed.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

(including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees)

- Policy on Directors'' Appointment

Policy on Directors'' appointment is to follow the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and good corporate practices. Emphasis is given to persons from diverse fields and professions.

- Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

- Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

- For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of your company state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DIRECTORS

During the year 2017-18, Mrs. Moulishree Gani, Director of the Company is retiring by rotation and being eligible offer herself for re-appointment.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

There were six meetings of the Board of Directors and one meeting of the Independent Directors held during the year ended on 31st March, 2018.

DETAILS OF COMMITTEE OF DIRECTORS

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2017-18 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendation by the Audit Committee as and when made to Board has been accepted by it.

KEY MANAGERIAL PERSONNEL

Your Company has designated Mr. Prakash Kumar Mohta, the Managing Director, Mr. Rajat Sharma, CFO and Mr. Piyush Agarwal, Company Secretary as the Key Managerial Personnel.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

There is no transaction with Related Party which requires disclosure under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY

There is no loan given, guarantee given or security provided by the Company to any entity during the year ended 31st March, 2018. Further, the investments made by the Company are within the limits and in conformity with the provisions as specified under Section 186 of the Companies Act, 2013.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public as well as employees during the financial year ended 31st March, 2018.

RISK MANAGEMENT

Your Directors periodically discuss and monitors the risk management plans as well as evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company. There is an adequate risk management infrastructure in place capable of addressing those risks.

A detailed report on significant risks and mitigation is forming part of Management''s Discussion and Analysis.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE

Your Company has constituted a Centralized Internal Complaints Committee in terms of the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, the Company does not fall in the ambit of the provisions of Section 135 of Companies Act, 2013 relating to applicability of Corporate Social Responsibility.

ANALYSIS OF REMUNERATION

Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration) Rules, 2014, a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith and forming part of the report. (Annexure - II)

PARTICULARS OF EMPLOYEES

As per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the details of employees are enclosed as Annexure- III

STATUTORY AUDITORS

The auditors M/s. VSD & Associates, Chartered Accountants, were appointed earlier as the Statutory Auditors of the Company to hold office upto the conclusion of 73rd Annual General Meeting (AGM) of the Company subject to ratification by shareholders at every AGM on such remuneration to be decided and fixed by the Board of Directors of the Company. No ratification of their appointment is required as per notification dated May 7, 2018 issued by the Ministry of Corporate Affairs.

COST AUDITORS

Your Company has appointed M/s. K.L. Jaisingh & Co., Cost Accountants as the Cost Auditors for conducting the audit of cost account records for the products Power Transformers and Elevators for the financial year ended 31st March, 2019.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for the year ended 31st March, 2018 in prescribed form duly audited by the Practicing Company Secretary, M/s. PTM & Co. is annexed herewith and forming part of the report. (Annexure-IV)

INTERNAL AUDIT

The Company continued to engage reputed firms of Chartered Accountants as the internal auditors at its units. Their scope of work and plan for audit is discussed and reviewed by the Audit Committee. The report submitted by them is regularly reviewed and suitable corrective action taken on an ongoing basis to improve efficiency in operations.

INSURANCE

Adequate insurance cover has been taken for properties of the company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - V)

ACKNOWLEDGEMENTS

Your Directors place on record their thanks for the dedicated services rendered by all the employees of the company in its factories and offices and also acknowledge the co-operation, assistance and support extended by the Company''s bankers and stakeholders.

For and on Behalf of the Board of Directors

Place : Kolkata (Prakash Kumar Mohta) (Shiban Ganju)

Dated : 22nd August, 2018 Managing Director Director

DIN:00191299 DIN:03434994

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Mar 31, 2016

TO THE SHAREHOLDERS

Dear Shareholders,

We have pleasure in presenting the Seventieth Annual Report with Audited Accounts of the Company for the year ended 31st March, 2016.

FINANCIAL RESULTS

Particulars	31.03.2016 (Rs. In Lacs)	31.03.2015 (Rs. In Lacs)
Turnover (Net of Excise Duty)	15,529.69	17,883.19
Profit / (Loss) before Depreciation, Exceptional Items & Tax	(647.28)	(139.27)
Gain from Exceptional items	803.09	451.50
	155.81	312.23
Less : Depreciation	215.62	264.49
Profit / (Loss) before Tax	(59.81)	47.74
Provision for :
(i) Current Income Tax	-	-
(ii) Deferred Tax (Charge) / Credit	(50.04)	51.13
Profit / (Loss) after Tax	(109.85)	98.87
Add : Balance Brought Forward	4,523.32	4,435.75
Profit available for Appropriation	4,413.47	4,534.62
Appropriations as under :
1. Proposed Dividend	-	7.73
2. Provision for Dividend Tax	-	1.57
3. Transfer to General Reserve	1.00	2.00
4. Balance in Statement of Profit & Loss carried forward	4,412.47	4,523.32
	4,413.47	4,534.62

REVIEW OF PERFORMANCE AND OUTLOOK

The sales turnover for the current year is Rs.155.30 Crores against Rs.178.83 Crores in the previous year. The total gross profit for the year ended 31st March, 2016 comes to Rs.155.81 Lacs (Previous Year Rs. 312.23 lacs). After providing Rs.215.62 lacs (Previous year Rs.264.49 lacs) for depreciation and deferred tax charge of Rs. 50.04 lacs (Previous Year Rs.51.13 lacs as deferred tax credit), there remains a deficit of Rs.109.85 lacs (Previous year surplus Rs.98.87 lacs).

The operations of Company''s business are facing hard times over the last 4-5 years. The economic and market conditions of the Country are still dominated by slow implementation of projects in power, infrastructure and realty sectors. Several measures taken by the Company to improve its market share in both segments viz. Transformer and Elevator business, so far, did not take off due to low price realization and also aggressive price by the competitors.

DIVIDEND

In view of continuing operational losses by the Company, we are not recommending any Dividend for the year 2015-16. BUY-BACK

During the financial year 2015-16, the Board has approved an offer for buy-back to purchase up to 7,00,000 equity shares from open market through Stock Exchange mechanism which was opened on 20th April, 2016 & closed on 14th July, 2016 and the Company purchased 4,37,280 equity shares up to the date of closure of such offer.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in a separate statement attached hereto and forming part of the report. (Annexure-I)

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in SEBI (LODR) Regulations, 2015. A separate section on compliance with the conditions of Corporate Governance and a Certificate from the firm of Practicing Company Secretaries dated 12th May, 2015 in this regard is annexed hereto and forms a part of the report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

(including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees)

- Policy on Directors'' Appointment

Policy on Directors'' appointment is to follow the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and good corporate practices. Emphasis is given to persons from diverse fields and professions.

- Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

- Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

- For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of your company state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DIRECTORS

During the year 2015-16, Mr. Om Prakash Khaitan, independent director of the Company has passed away due to his poor health and illness. The Board placed on records its deep condolences and invaluable contribution of Mr. Khaitan. Upon recommendation of Nomination & Remuneration Committee, Mr. Shiban Ganju has been appointed as an independent director in place of Mr. Khaitan to fill the casual vacancy caused. Your consent is sought to appoint him as an Independent Director for a term of five years.

Mrs. Moulishree Gani, Director of the Company is retiring by rotation and being eligible offer herself for re-appointment. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

There were six meetings of the Board of Directors and one meeting of the Independent Directors held during the year ended on 31st March, 2016.

DETAILS OF COMMITTEE OF DIRECTORS

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2015-16 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report forming part of the report.

The recommendation by the Audit Committee as and when made to Board has been accepted by it.

KEY MANAGERIAL PERSONNEL

Your Company has designated Mr. Rajat Sharma, President of the Company as the Chief Financial Officer who is also the Key Managerial Personnel. In addition, Mr. Prakash Kumar Mohta, the Managing Director and Mr. Piyush Agarwal, Company Secretary are also the Key Managerial Personnel.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

There is no transaction with Related Party which requires disclosure under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY

There is no loan given, guarantee given or security provided by the Company to any entity during the year ended 31st March, 2016. Further, the investments made by the Company are within the limits and in conformity with the provisions as specified under Section 186 of the Companies Act, 2013.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public as well as employees during the financial year ended 31st March, 2016.

RISK MANAGEMENT

Your Directors periodically discuss and monitors the risk management plans as well as evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company. There is an adequate risk management infrastructure in place capable of addressing those risks.

A detailed report on significant risks and mitigation is forming part of Management''s Discussion and Analysis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, the Company does not fall in the ambit of the provisions of Section 135 of Companies Act, 2013 relating to applicability of Corporate Social Responsibility.

ANALYSIS OF REMUNERATION

Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration) Rules, 2014, a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith and forming part of the report. (Annexure - II)

STATUTORY AUDITORS

The reappointment of M/s. VSD & Associates, Chartered Accountants, as the Statutory Auditors of the company were ratified by the members in the Annual General Meeting held on 28th September, 2015 for the period until the conclusion of the next ensuing Annual General Meeting of the Company at remuneration to be fixed by the Board from time to time. Further, the said Auditors are eligible under Section 141(3) of the Companies Act, 2013 and their appointment is to be ratified by the members in the ensuing Annual General Meeting which we recommend.

COST AUDITORS

Your Company has appointed M/s. K.L. Jaisingh & Co., Cost Accountants as the Cost Auditors for conducting the audit of cost account records for the products Power Transformers and Elevators for the financial year ended 31st March, 2017.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for the year ended 31st March, 2016 in prescribed form duly audited by the Practicing Company Secretary, M/s. PTM & Co. is annexed herewith and forming part of the report. (Annexure-III)

PARTICULARS OF EMPLOYEES

The provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are not applicable, as there is no employee drawing remuneration beyond the stipulated amount provided in the said amended rules.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - IV)

ACKNOWLEDGEMENTS

Your Directors place on record their thanks for the dedicated services rendered by all the employees of the company in its factories and offices and also acknowledge the co-operation, assistance and support extended by the Company''s bankers and stakeholders.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Place : New Delhi (Prakash Kumar Mohta) (Vikram Prakash)

Dated : 14th July, 2016 Chairman & Managing Director Director

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Mar 31, 2015

Dear Members,

We have pleasure in presenting the Sixty Ninth Annual Report with Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

31.03.2015 31.03.2014 Particulars (Rs. In Lacs) (Rs. In Lacs)

Turnover (Net of Excise Duty) 17,883.19 11,284.40

Profit / (Loss) before Depreciation, (139.27) 185.96

Exceptional Items & Tax

Gain / (Loss) from Exceptional items 451.50 75.42

312.23 261.38

Less : Depreciation 264.49 235.54

Profit before Tax 47.74 25.84

Provision for :

(i) Current Income Tax - -

(ii) Deferred Tax (Charge) / Credit 51.13 51.13 (8.06) (8.06)

Profit after Tax 98.87 17.78

Add : Balance Brought Forward 4,435.75 4,428.01

Profit available for Appropriation 4,534.62 4,445.79

Appropriations as under :

1. Proposed Dividend 7.73 7.73

2. Provision for Dividend Tax 1.57 1.31

3. Transfer to General Reserve 2.00 1.00

4. Balance in Statement of Profit & 4,523.32 4,435.75 Loss carried forward 4,534.62 4,445.79

REVIEW OF PERFORMANCE AND OUTLOOK

The sales turnover for the current year is Rs.178.83 Crores against Rs.112.84 Crores in the previous year. The total gross profit for the year ended 31st March, 2015 comes to Rs.312.23 Lacs (Previous Year Rs. 261.38 lacs). After providing Rs.264.49 lacs (Previous year Rs.235.54 lacs) for depreciation and deferred tax credit of Rs. 51.13 lacs (Previous Year Rs.8.06 lacs as deferred tax charge), there remains a surplus of Rs.98.87 lacs (Previous year Rs.17.78 lacs).

The subdued growth of the core industries has remained a drag on industrial production. Policy uncertainties have adversely affected the output of power industries. State Electricals Boards continues with cash crunch, forced us to execute the transformer production orders at lower level. To arrest the losses, we decided to reduce the workforce and to execute the orders at minimum level.

In Elevator business, unsold and unfinished properties with developers in realty sector continues to adversely affect our business, as we are unable to clear our stocks in good pace, resulted in lower income.

DIVIDEND

We recommend payment of Dividend for the year 2014-15 @ Re.0.10 per share (1%) for the year, which will be paid after obtaining your approval in the Annual General Meeting.

DELISTING OF EQUITY SHARES FROM BOMBAY STOCK EXCHANGE (BSE)

During the year, your Company has applied to Bombay Stock Exchange Limited (BSE) for voluntary delisting its equity shares. The equity shares of the Company has been delisted from BSE with effect from 4th May, 2015. However, the equity shares of the Company will continue to remain listed on National Stock Exchange of India Limited (NSE) having nation-wide trading terminals.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange in India, is presented in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in a separate statement attached hereto and forming part of the report. (Annexure-I)

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with Stock Exchange. A separate section on compliance with the conditions of Corporate Governance and a Certificate from the firm of Practicing Company Secretaries dated 26th May, 2015 in this regard is annexed hereto and forms a part of the report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

(including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees)

0 Policy on Directors' Appointment

Policy on Directors' appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Listing Agreement with Stock Exchanges and good corporate practices. Emphasis is given to persons from diverse fields and professions.

0 Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

??? Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

V For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made adeclaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of your company state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DIRECTORS

Mr. Sakate Khaitan, Director of the Company is retiring by rotation and being eligible offer himself for re-appointment. Further, your Board of Directors had appointed Mrs. Moulishree Gani on 19th January, 2015 as the additional director, in terms of the provisions of Section 149 of the Companies Act, 2013 and rules made thereunder read with Clause 49 of the Listing Agreement requiring every listed Company to appoint one woman Director on its Board, who shall hold office upto the date of ensuing Annual General Meeting and shall be eligible for re-appointment. Mrs. Moulishree Gani is having rich experience in the field of global marketing.

NUMBER OF MEETING OF BOARD OF DIRECTORS

There were four meetings of the Board of Directors and one meeting of the Independent Directors held during the year ended on 31st March, 2015.

DETAILS OF COMMITTEE OF DIRECTORS

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendation by the Audit Committee as and when made to Board has been accepted by it.

KEY MANAGERIAL PERSONNEL

Your Company has designated Mr. R. Prasad, President (Corporate Affairs, Finance & Legal) as Chief Financial Officer who is also the Key Managerial Personnel. In addition, Mr. P.K. Mohta, the Managing Director and Mr. Piyush Agarwal, Company Secretary who have been appointed before commencement of the Companies Act, 2013 are the Key Managerial Personnel.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

There is no transaction with Related Party which requires disclosure under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY

There is no loan given, guarantee given or security provided by the Company to any entity during the year ended 31st March, 2015. Further, the investments made by the Company are within the limits and in conformity with the provisions as specified under Section 186 of the Companies Act, 2013.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public as well as employees during the financial year ended 31st March, 2015.

RISK MANAGEMENT

Your Directors periodically discuss and monitors the risk management plans as well as evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company. There is an adequate risk management infrastructure in place capable of addressing those risks.

A detailed report on significant risks and mitigation is forming part of Management's Discussion and Analysis. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, the Company does not fall in the ambit of the provisions of Section 135 of Companies Act, 2013 relating to applicability of Corporate Social Responsibility.

ANALYSIS OF REMUNERATION

Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration) Rules, 2014, a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith and forming part of the report. (Annexure - II)

STATUTORY AUDITORS

The auditors M/s. VSD & Associates, Chartered Accountants, Statutory Auditors of the company were reappointed as Auditors in the Annual General Meeting held on 25th September, 2014 for the period until the conclusion of the 73rd Annual General Meeting of the Company at remuneration to be fixed by the Board from time to time. Further, the said Auditors are eligible under Section 141(3) of the Companies Act, 2013 and their appointment is to be ratified by the members in the ensuing Annual General Meeting which we recommend.

COST AUDITORS

Your Company has appointed M/s. K.L. Jaisingh & Co., Cost Accountants as the Cost Auditors for conducting the cost account records for the products Power Transformers and Elevators for the financial year ended 31st March, 2016.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for the year ended 31st March, 2015 in prescribed form duly audited by the Practising Company Secretary, M/s. PTM & Co. is annexed herewith and forming part of the report. (Annexure-III)

PARTICULARS OF EMPLOYEES

The provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable, as there is no employee drawing remuneration beyond the stipulated amount provided in the said rules.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - IV)

ACKNOWLEDGEMENTS

Your Directors place on record their thanks for the dedicated services rendered by all the employees of the company in its factories and offices and also acknowledge the co-operation, assistance and support extended by the Company's bankers and stakeholders.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Place : New Delhi (Prakash Kumar Mohta) (Vikram Prakash) Dated : 13th August, 2015 Chairman & Managing Director Director

---

Mar 31, 2014

Dear Shareholders,

We have pleasure in presenting the Sixty Eighth Annual Report with Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

31.03.2014 31.03.2013

Particulars (Rs. In Lacs) (Rs. In Lacs)

Turnover 12,284.64 14,832.06

(including other operating income)

Profit / (Loss) before Depreciation, 261.38 884.54

Exceptional Items & Tax

Gain / (Loss) from Exceptional items Nil (437.51)

261.38 447.03

Less : Depreciation 235.54 222.73

Profit before Tax 25.84 224.30

Provision for :

(i) Current Income Tax - 95.18

(ii) Deferred Tax Charge / (Credit) 8.06 8.06 35.07 130.25

Profit after Tax 17.78 94.05

Add : Balance Brought Forward 4,428.01 4,366.51

Profit available for Appropriation 4,445.79 4,460.56

Appropriations as under :

1. Proposed Dividend 7.73 19.31

2. Provision for Dividend Tax 1.31 3.24

3. Transfer to General Reserve 1.00 10.00

4. Balance in Statement of Profit & Loss carried forward 4,435.75 4,428.01

4,445.79 4,460.56

REVIEW OF PERFORMANCE

The sales turnover for the current year is Rs. 122.85 Crores against Rs. 148.32 Crores in the previous year. The total gross profit for the year ended 31st March, 2014 comes to Rs. 261.38 Lacs (Previous Year Rs. 447.03 lacs). After providing Rs. 235.54 lacs (Previous year Rs. 222.73 lacs) for depreciation and Rs. 8.06 lacs as provision for taxation (Previous Year Rs. 130.25 lacs), there remains a surplus of Rs. 17.78 lacs (Previous year Rs. 94.05 lacs).

The Indian business continues to face tough market conditions. The operations at Company''s transformer business continued to be adversely affected due to slow implementation of projects in power, infrastructure & realty sectors of the Country. Fund constraints with State Electrical Boards adversely affected the orders and supply position resulting in continued losses. Slow implementation of projects in infrastructure and reality sector combined with severe liquidity crunch resulted in lower revenue and income in Elevator business.

DIVIDEND

We recommend payment of Dividend for the year 2013-2014 @ Re. 0.10 per share (1%) for the year, which will be paid after obtaining your approval in the Annual General Meeting.

AUDITOR''S REPORT

The Auditors'' Report to the Shareholders does not contain any reservation, qualification or adverse remark. AUDITORS

M/s Singhi & Co., Chartered Accountants has expressed their unwillingness to be re-appointed as Statutory Auditor of the Company. M/s VSD & Associates, Chartered Accountants have given their consent to be appointed as the Statutory Auditors of the company in the ensuing Annual General Meeting in terms of Companies Act, 2013 & rules made there under and the Board recommends their appointment.

COST AUDITORS AND COST AUDIT REPORT

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audit relating to Products manufactured by the Company.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreements with Stock Exchanges, Management Discussion and Analysis Report and Corporate Governance Report are annexed and form part of the Directors Report.

LISTING AGREEMENTS

The Company''s equity shares continue to be listed on the Bombay Stock Exchange and National Stock Exchange. The Annual Listing fees for the year 2013-2014 have been paid in full to Bombay Stock Exchange as well as to National Stock Exchange.

DIRECTORS

In view of the provisions of the Companies Act, 2013, read with the provisions of Listing Agreement, two third of the directors on the Board of the company are required to be independent directors. The independent directors are not to be considered for the purpose of determining the directors liable to retire by rotation. Three of the existing directors, viz. Shri Om Prakash Khaitan, Shri Vikram Prakash and Shri Mahendra Kumar Jajoo are independent directors. Shri Prakash Kumar Mohta is the Managing Director, not liable to retire by rotation. Shri Sakate Khaitan, the remaining non-executive & non-independent director will be retiring at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. So far as the above referred three independent directors are concerned, they would be appointed as the independent directors at the ensuing Annual General Meeting of the company for a term of five consecutive years commencing from the date of ensuing Annual General Meeting.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of Section 205A and 205C of the Companies Act, 1956, during the Financial Year 2013-2014 the Company has deposited Rs. 1,02,655/- (Rupees One lakh two thousand six hundred fifty five only) in the "Investor Education & Protection Fund" established by the Central Government towards unclaimed/unpaid dividend for the financial year 2005-2006.

FIXED DEPOSITS

Your Company has not accepted fixed deposits from public and/or employees and, as such, no amount of Principal or interest was outstanding as on the balance sheet date.

PARTICULARS OF EMPLOYEES

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, as there is no employee drawing remuneration beyond the stipulated amount provided in the said rules.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your company state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii) that the directors have 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 at the end of the financial year and of the profit or loss of the company for that period;

iii) that 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;

iv) that the directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, required under Section 217 (1)(e) of the Companies Act, 1956 forms part of this report and same is enclosed as Annexure ''A''.

ACKNOWLEDGEMENTS

Your Directors place on record their thanks for the dedicated services rendered by all the employees of the company in its factories and offices and also acknowledge the co-operation, assistance and support extended by the Company''s bankers and stakeholders.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Place : New Delhi (P.K. Mohta) (Vikram Prakash)

Dated : 16th May, 2014 Chairman & Managing Director Director

---

Mar 31, 2013

TO THE SHAREHOLDERS

Dear Shareholders,

The have pleasure in presenting the Sixty Seventh Annual Report with Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

31.03.2013 31.03.2012 Particulars (Rs. In Lacs) (Rs. In Lacs)

Turnover 14,832.06 20,816.57 including other operating income

Profit / (Loss) before Depreciation, 884.54 852.59 Exceptional Items & Tax

Gain / (Loss) from Exceptional items (437.51) (267.42)

447.03 585.17

Less : Depreciation 222.73 207.36

Profit before Tax 224.30 377.81

Provision for :

(i) Current Income Tax 95.18 90.00

(ii) Deferred Tax Charge / (Credit) 35.07 130.25 7.48 97.48

Profit after Tax 94.05 280.33

Add : Balance Brought Forward 4,366.51 4,156.95

Profit available for Appropriation 4,460.56 4,437.28

Appropriations as under :

1. Proposed Dividend 19.31 39.38

2. Provision for Dividend Tax 3.28 6.39

3. Shortfall for Dividend of the year 2011-12 (0.04) -

4. Transfer to General Reserve 10.00 25.00

5. Balance in Statement of Profit & Loss carried forward 4,428.01 4,366.51

4,460.56 4,437.28

REVIEW OF PERFORMANCE

The sales turnover for the current year is Rs. 148.32 Crores against Rs. 208.17 Crores in the previous year. The total gross profit for the year ended 31st March, 2013 comes to Rs. 447.03 lacs (Previous Year Rs. 585.17 lacs). After providing Rs. 222.73 lacs (Previous year Rs. 207.36 lacs) for depreciation and Rs. 130.25 lacs as provision for taxation (Previous Year Rs. 97.48 lacs), there remains a surplus of Rs. 94.05 lacs (Previous year Rs. 280.33 lacs).

During the year, the operations at Company''s transformer business was adversely affected due to adverse market conditions, sluggish demand, lower realization and liquidity crunch with the Electricity Boards who are main buyers of the product of the company. To cut losses, the company reduced its work force sizably at its Sonepat unit. DIVIDEND

We recommend payment of Dividend for the year 2012-2013 @ Rs. 0.25 per share (2.5%) for the year, which will be paid after obtaining your approval in the Annual General Meeting.

BUY-BACK

During the financial year 2012-13, the buy-back offer of the Company for purchasing the maximum of 6,90,000 equity shares from open market through stock exchange mechanism which was opened on 18th April, 2012 had been duly closed on 27th March, 2013 and the Company purchased 1,75,385 equity shares upto the date of closure of such offer.

AUDITOR''S REPORT

The Auditors'' Report to the Shareholders does not contain any reservation, qualification or adverse remark.

AUDITORS

M/s. Singhi and Co., Chartered Accountants, retire as Statutory Auditors of the Company at the conclusion of the Sixty Seventh Annual General Meeting and being eligible offer themselves for reappointment. The Board recommends the appointment of M/s Singhi & Co., Chartered Accountants as the Statutory Auditors for the financial year 2013-14.

COST AUDITORS AND COST AUDIT REPORT

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audits relating to Products manufactured by the Company.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreements with Stock Exchanges, Management Discussion and Analysis Report and Corporate Governance Report are annexed and form part of the Directors Report.

LISTING AGREEMENTS

The Company''s equity shares continue to be listed on the Bombay Stock Exchange and National Stock Exchange. The Annual Listing fees for the year 2012-2013 have been paid in full to Bombay Stock Exchange as well as to National Stock Exchange.

DIRECTORS

Shri Vikram Prakash & Shri Sakate Khaitan, Directors of the Company are retiring by rotation and being eligible offer themselves for re-appointment.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of Section 205A and 205C of the Companies Act, 1956, during the Financial Year 2012-2013 the Company had deposited Rs. 98,327/- (Rupees Ninety eight thousand three hundred twenty seven only) in the "Investor Education & Protection Fund" established by the Central Government towards unclaimed/unpaid dividend for the financial year 2004-2005.

FIXED DEPOSITS

Your Company has not accepted fixed deposits from public and/or employees and, as such, no amount of Principal or interest was outstanding as on the balance sheet date.

PARTICULARS OF EMPLOYEES

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, as there is no employee drawing remuneration beyond the stipulated amount provided in the said rules.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA), the Board of Directors of your company state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii) that the directors have 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 at the end of the financial year and of the profit or loss of the company for that period ;

iii) that 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 ;

iv) that the directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, required under Section 217 (1)(e) of the Companies Act, 1956 forms part of this report and same is enclosed as Annexure ''A''.

ACKNOWLEDGEMENTS

Your Directors place on record their thanks for the dedicated services rendered by all the employees of the company in its factories and offices and also acknowledge the co-operation, assistance and support extended by the Company''s bankers and stakeholders.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Place : New Delhi (P.K. Mohta) (Vikram Prakash)

Dated: 28th May, 2013 Chairman & Managing Director Director

---

Mar 31, 2012

The have pleasure in presenting the Sixty Sixth Annual Report with Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

Particulars 31.03.2012 31.03.2011 (Rs. In Lacs) (Rs. In Lacs)

Turnover 20,816.57 20,176.66 including other operating income

Profit / (Loss) before Depreciation, 852.59 (247.33) Exceptional Items & Tax

Gain / (Loss) from Exceptional items (267.42) 631.10

585.17 383.77

Less: Depreciation 207.36 128.83

Profit before Tax 377.81 254.94

Provision for:

(i) Current Income Tax 90.00 45.60

(ii) Deferred Tax Charge / (Credit) 7.48 97.48

0.27 45.87

Profit after Tax 280.33 209.07

Add: Balance Brought Forward 4,156.95 3,998.38

Profit available for Appropriation 4,437.28 4,207.45

Appropriations as under:

1. Proposed Dividend 39.38 21.94

2. Provision for Dividend Tax 6.39 3.56

3. Transfer to General Reserve 25.00 25.00

4. Balance in Statement of Profits Loss carried forward 4,366.51 4,156.95

4,437.28 4,207.45

REVIEW OF PERFORMANCE

The sales turnover for the current year is Rs. 208.17 Crores against Rs. 201.77 Crores in the previous year. The total gross profit for the year ended 31st March, 2012 comes to Rs. 585.17 lacs (Previous Year Rs. 383.77 lacs). After providing Rs. 207.35 lacs (Previous year Rs. 128.83 lacs) for depreciation and Rs. 97.48 lacs as provision for taxation (Previous Year Rs. 45.87 lacs), there remains a surplus of Rs. 280.34 lacs (Previous year Rs. 209.07 lacs).

DIVIDEND

We recommend payment of Dividend for the year 2011-2012 @ Rs. 0.50 per share (5%) for the year, which will be paid after obtaining your approval in the Annual General Meeting.

BUY-BACK

During the financial year 2011-12, the Company successfully completed its buy-back offer for 8,75,000 equity shares from open market through stock exchange mechanism through Board approval.

Further, the second buy-back offer through Members' approval is kept open since 18th April, 2012 for purchasing the maximum of 6,90,000 equity shares from open market through stock exchange mechanism.

AUDITOR'S REPORT

The Auditors' Report to the Shareholders does not contain any reservation, qualification or adverse remark.

AUDITORS

M/s. Singhi and Co., Chartered Accountants, retire as Statutory Auditors of the Company at the conclusion of the Sixty Sixth Annual General Meeting and being eligible offer themselves for reappointment. The Board recommends the appointment of M/s Singhi & Co., Chartered Accountants as the Statutory Auditors for the financial year 2012-13.

COST AUDITORS AND COST AUDIT REPORT

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audits relating to Products manufactured by the Company.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreements with Stock Exchanges, Management Discussion and Analysis Report and Corporate Governance Report are annexed and form part of the Directors Report.

LISTING AGREEMENTS

The Company's equity shares continue to be listed on the Bombay Stock Exchange and National Stock Exchange. The Annual Listing fees for the year 2011-2012 have been paid in full to Bombay Stock Exchange as well as to National Stock Exchange.

DIRECTORS

Shri Mahendra Kumar Jajoo, Director of the Company is retiring by rotation and being eligible offer himself for re- appointment.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of Section 205A and 205C of the Companies Act, 1956, during the Financial Year 2011-2012 the Company has deposited Rs. 97,921/- (Rupees Ninety seven thousand nine hundred twenty one only) in the "Investor Education & Protection Fund" established by the Central Government towards unclaimed/unpaid dividend for the financial year 2003-2004.

FIXED DEPOSITS

Your Company has not accepted fixed deposits from public and/or employees and, as such, no amount of Principal or interest was outstanding as on the balance sheet date.

PARTICULARS OF EMPLOYEES

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, as there is no employee drawing remuneration beyond the stipulated amount provided in the said rules.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA), the Board of Directors of your company state;

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii) that the directors have 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 at the end of the financial year and of the profit or loss of the company for that period;

iii) that 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;

iv) that the directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, required under Section 217 (l)(e) of the Companies Act, 1956 forms part of this report and same is enclosed as Annexure 'A'.

ACKNOWLEDGEMENTS

Your Directors place on record their thanks for the dedicated services rendered by all the employees of the company in its factories and offices and also acknowledge the co-operation, assistance and support extended by the Company's bankers and stakeholders.

For and on Behalf of the Board of Directors

Place : New Delhi (P.K. Mohta) (Vikram Prakash)

Dated : 9th August, 2012 Chairman & Managing Director Director

---

Mar 31, 2011

TO THE SHAREHOLDERS

Dear Shareholders,

We have pleasure in presenting the Sixty Fifth Annual Report with Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS

Particulars 31.03.2011 31.03.2010 (Rs. In lacs) (Rs. In lacs)

Turnover 20,176.66 15,930.93

Gross Profit/(Loss) from ordinary activities (247.33) 178.78 before depreciation

Profit from exceptional items 631.10 884.42

383.77 1063.20

Less : Depreciation 128.83 114.70

Profit before Tax 254.94 948.50

Provision for ;

(i) Current Income Tax 45.60 178.71

(ii) Deferred Tax Charge / (Credit) 0.27 45.87 (42.40) 136.31

Profit after Tax 209.07 812.19

Add : Balance Brought Forward 3,998.38 3,311.77

Profit available for Appropriation 4,207.45 4,123.96

Appropriations as under :

1. Proposed Dividend 21.94 21.94

2. Provision for Dividend Tax 3.56 3.64

3. Transfer to General Reserve 25.00 100.00

4. Balance in P&L Account carried forward 4,156.95 3,998.38

4,207.45 4,123.96

REVIEW OF PERFORMANCE

The sales turnover for the current year is Rs. 201.77 Crores against Rs. 159.31 Crores in the previous year. The total gross profit for the year ended 31st March, 2011 comes to Rs. 383.77 Lacs (Previous Year Rs. 1063.20 lacs). After providing Rs. 128.83 lacs (Previous year Rs. 114.70 lacs) for depreciation and Rs. 45.87 lacs as provision for taxation (Previous Year Rs. 136.31 lacs), there remains a surplus of Rs. 209.07 lacs (Previous year Rs. 812.19 lacs). Though the sales turnover of the Transformer division has increased, there is heavy pressure on the margins due to increased cost and squeezed realization. The Elevator Division showed improvement with increased turnover and margins.

DIVIDEND

We recommend payment of Dividend for the year 2010-2011 @ Re. 0.25 per share (2.5%) on 8776310 Equity Shares for the year, which will be paid after obtaining your approval in the Annual General Meeting.

AUDITOR’S REPORT

The remarks in the Auditors Report are self explanatory and needs no further explanation.

AUDITORS

M/s. Singhi and Co., Chartered Accountants, will retire as Statutory Auditors of the Company at the conclusion of the Sixty Fifth Annual General Meeting and being eligible offer themselves for reappointment. The Board recommends the appointment of M/s Singhi & Co., Chartered Accountants as the Statutory Auditors for the financial year 2011-12.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreements with Stock Exchanges, Management Discussion and Analysis Report and Corporate Governance Report are annexed and form part of the Directors Report.

LISTING AGREEMENTS

The Company’s equity shares continue to be listed on the Bombay Stock Exchange and National Stock Exchange. The Annual Listing fees for the year 2010-2011 have been paid in full to Bombay Stock Exchange as well as to National Stock Exchange.

DIRECTORS

Shri O.P. Khaitan, Director of the Company is retiring by rotation and being eligible offer himself for re- appointment.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of Section 205A and 205C of the Companies Act, 1956, during the Financial Year 2010-2011 the Company has deposited Rs. 116045/- (Rupees One lac Sixteen thousand forty five only) in the “Investor Education & Protection Fund” established by the Central Government towards unclaimed/unpaid dividend for the financial year 2002-2003.

FIXED DEPOSITS

Your Company has not accepted fixed deposits from public and/or employees and, as such, no amount of Principal or interest was outstanding as on the Balance Sheet date.

PARTICULARS OF EMPLOYEES

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, as there is no employee drawing remuneration beyond the stipulated amount provided in the said rules.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA), the Board of Directors of your Company state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii) that the directors have 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 at the end of the financial year and of the profit or loss of the Company for that period ;

iii) that 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 ;

iv) that the directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, required under Section 217 (1)(e) of the Companies Act, 1956 forms part of this report and same is enclosed as Annexure 'A’.

ACKNOWLEDGEMENTS

Your Directors place on record their thanks for the dedicated services rendered by all the employees of the Company in its factories and offices and also acknowledge the co-operation, assistance and support extended by the Company’s bankers and stakeholders.

For and on Behalf of the Board

(P.K. Mohta) (Vikram Prakash) Chairman & Managing Director Director

Place : New Delhi Dated : 05th July 2011

---

Mar 31, 2010

We have pleasure in presenting the Sixty Fourth Annual Report with Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

Particulars 31.03.2010 31.03.2009 (Rs. In lacs) (Rs. In lacs)

Turnover 15,930.93 23,671.31

Gross Profit from ordinary activities before depreciation 178.78 711.95

Profit from exceptional items 884.42 230.18

1,063.20 942.13

Less: Depreciation 114.70 110.48 Profit before Tax 948.50 831.65 Provision for;

(i) Current Income Tax 178.71 220.17

(ii) Deferred Tax Charge/(Credit) (42.40) 0.83 (iii) Fringe Benefit Tax 0.00 136.31 9.00 230.00

Profit after Tax 812.19 601.65

Add: Balance Brought Forward 3,311.77 2,938.46

Profit available for Appropriation 4,123.96 3,540.11

Appropriations as under: 1. Proposed Dividend 21.94 109.70

2. Provision for Dividend Tax 3.64 18.64

3. Transfer to General Reserve 100.00 100.00

4. Balance in P&L Account carried forward 3,998.38 3,311.77

4,123.96 3,540.11

REVIEW OF PERFORMANCE

The sales turnover for the current year is Rs. 159.31 Crores against Rs. 236.71 Crores in the previous year. The total gross profit for the year ended 31st March, 2010 comes to Rs. 1063.20 Lacs (Previous Year Rs. 942.13 lacs). After providing Rs. 114.70 lacs (Previous year Rs. 110.48 lacs) for depreciation and Rs. 136.31 lacs as provision for taxation ( Previous Year Rs. 230.00 lacs), there remains a surplus of Rs. 812.19 lacs (Previous year Rs. 601.65 lacs). There has been decline in the turnover of the company under review in comparison to last year. Main reason being competition in the market for the segment of transformers that we presently produce. After modernization of existing facility and up-gradation of transformer capacity to higher voltage transformers, we hope to be in a better position to fight competition and also increase the turnover. The result of this would only be reflected once we start executing the orders of higher capacity transformers after modernization and up-gradation of existing plant.

RIGHTS ISSUE

The Company has received good response to its Rights Issue in the ratio 1:1 share at an issue price of Rs. 100/- per share and is in the process of finalizing the allotment. This would increase the companys paid up capital to Rs. 8,77,63,100/- from the existing Rs. 4,38,81,550/-. The funds received from the Rights Issue will be used for modernization and up-gradation of the existing facility of transformer manufacturing division and also to meet other general corporate purposes.

DIVIDEND

We recommend payment of Dividend for the year 2009-2010 @ Rs. 0.25 per share (2.5%) on enhanced Share Capital after rights issue i.e. on 8776310 Equity Shares for the year, which will be paid after obtaining your approval in the Annual General Meeting.

AUDITORS REPORT

The remarks in the Auditors Report are self explanatory and needs no further explanation.

AUDITORS

M/s. Singhi and Co., Chartered Accountants, retire as Statutory Auditors of the Company at the conclusion of the Sixty Fourth Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends the re-appointment of M/s Singhi & Co., Chartered Accountants as the Statutory Auditors for the Financial year 2010-11.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreements with Stock Exchanges, Management Discussion and Analysis Report and Corporate Governance Report are annexed and form part of the Directors Report.

LISTING AGREEMENTS

The Companys equity shares continue to be listed on the Bombay Stock Exchange and National Stock Exchange. The Annual Listing fees for the year 2009-2010 have been paid in full to Bombay Stock Exchange as well as to National Stock Exchange.

DIRECTORS

Sh. Vikram Prakash, Director and Shri Sakate Khaitan, Director of the Company are retiring by rotation and being eligible offer themselves for re-appointment.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of Section 205A and 205C of the Companies Act, 1956, during the Financial Year 2009-2010 the Company has deposited Rs. 80,227/- (Rupees Eighty thousand two hundred twenty seven only) in the Investor Education & Protection Fund" established by the Central Government towards unclaimed/unpaid dividend for the financial year 2001-2002.

FIXED DEPOSITS

Your Company has not accepted fixed deposits from public and/or employees and, as such, no amount of Principal or interest was outstanding as on the balance sheet date.

PARTICULARS OF EMPLOYEES

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, as there is no employee drawing remuneration beyond the stipulated amount provided in the said rules.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA), the Board of Directors of your company state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

ii) that the directors have 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 at the end of the financial year and of the profit or loss of the company for that period;

ill) that 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 ;

iv) that the directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, required under Section 217 (1)(e) of the Companies Act, 1956 forms part of this report and same is enclosed as Annexure "A.

ACKNOWLEDGEMENTS

Your Directors place on record their thanks for the dedicated services rendered by all the employees of the company in its factories and offices and also acknowledge the co-operation, assistance and support extended by the Companys bankers and stakeholders.

For and on Behalf of the Board

Place: New Delhi (P.K. Mohta) (Vikram Prakash)

Dated :31st July, 2010 Chairman & Managing Director Director