The Directors have pleasure in presenting to you their 24th Annual
 Report of the Company with the Audited Accounts for the year
 ended March 31, 2011.
 
 FINANCIAL RESULTS
 
 The following are the working results:
 
                                                     (Rs. in Lakhs)
 
 Particulars    For the year ended  For the year ended  For the year 
                                                               ended
                   March 31, 2011   March 31, 2010    March 31, 2010
                      (12 Months)      (12 Months)      (15 Months)
                        (Audited)     (Un-audited)        (Audited)
 
 Total Income 
 (excluding Excise 
 Duty)                1202,40.89        917,81.98        1106,78.85
 
 Of which export of 
 goods & services       42,33.88         26,65.03          27,36.07
 
 Less: Total 
 Expenditure          1054,34.43        796,88.95         965,91.83
 
 Profit before 
 Taxation              148,06.47        120,93.02         140,87.02
 
 Less: Provision for 
 Taxation               49,25.75         40,77.49          48,03.35
 
 Profit after Taxation  98,80.72         80,15.53          92,83.67
 
 COMPANY PERFORMANCE
 
 On a like to like basis i.e. comparing the results for the financial
 year ended March 31, 2011 with the un-audited results for the 12 months
 ended March 31, 2010, your Company registered an overall turnover
 growth of 31% and improved the operating margins by 22%. Net profit
 after taxation grew by 23%. The Industrial and Transportation business
 grew by 36%; Health Care business grew by 15%: Display and Graphics
 business grew by 52%; Consumer and Office business grew by 22% and
 Safety, Security and Protection Services business grew by 14%. Exports
 grew by 97%. Earnings per share for the period 2010-11 were Rs.87.71, a
 growth of 23%.
 
 CAPITAL INVESTMENTS
 
 Capital Investments during the year 2010-11 was at Rs. 102,92.85 Lakhs
 (2009-10: Rs. 54,72.80 Lakhs).
 
 DIVIDEND
 
 In view of the ongoing investment plans as well as future investments
 plans which will be executed towards expansion of Manufacturing
 facilities and setting up of Research and Development facilities, it
 has been decided to conserve and retain our earnings.
 
 DIRECTORS
 
 Mr. Richard Lee Becker ceased to be Director of the Company from April
 01, 2011 consequent upon his appointment as Director - Finance,
 Industrial and Transportation Business in US effective April 1, 2011.
 
 The Board places on record their sincere appreciation for the valuable
 contributions made by Mr. Richard Lee Becker to the deliberations of
 the Board and Sub-Committees of the Board during his tenure as
 Director.
 
 Mr. Jose R Varela was appointed a Director of the Company from April
 01, 2011 in accordance with Section 262 of the Companies Act 1956, in
 the vacancy arising from the resignation of Mr. Richard Lee Becker. The
 Board of Directors welcomes Mr. Jose R Varela to the Board.
 
 Mr. B.C. Prabhakar and Mr. Jose R Varela are liable to retire by
 rotation and offer themselves for re-election.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 A Management Discussion and Analysis Report accompany this report.
 
 CORPORATE GOVERNANCE
 
 A separate report on Corporate Governance along with a Certificate from
 a Practising Company Secretary regarding compliance to the Conditions
 stipulated under Clause 49 of the Listing Agreement is set out in the
 Annexure to the Directors Report.
 
 PARTICULARS OF EMPLOYEES
 
 The Company had 1597 employees as of March 31, 2011. During the year,
 20 employees employed throughout the year and 1 employee employed for
 part of the year were in receipt of remuneration of Rs. 60 Lakhs or
 more per annum / Rs. 5 Lakhs or more per month.
 
 In accordance with the provisions of Section 217(2A) read with
 Companies (Particulars of Employees), Rules, 1975, the names and other
 particulars of employees are set out in the Annexure to the Directors
 Report. However, as per the provisions of Section 219(1) (b) (iv) of
 the Companies Act, 1956, the Directors Report is being sent to all
 members of the Company excluding the aforesaid information about the
 employees. Any Member interested in obtaining such particulars may
 write to the Company Secretary at the Registered / Corporate Office of
 the Company and the same shall be provided by the Company.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Information required under Section 217(1) (e) of the Companies Act,
 1956 read with Companies (Disclosure of Particulars in the Report of
 the Board of Directors) Rules, 1988 is set out in the Annexure to the
 Directors Report.
 
 SAFETY, HEALTH AND ENVIRONMENT
 
 The Company accords high priority to health, safety and environment.
 The Company has three Manufacturing Plants in operation in India. All
 these plants are certified ISO 14001: 2004 for their Environmental
 Management Systems. The initiative of obtaining this certification is
 in strict adherence to 3Ms Environmental Policy. The Company
 emphasises maintaining a healthy and safe environment in and around its
 facilities as well as contract sites where ongoing projects are under
 execution. Safety awareness is inculcated through regular Safety
 awareness programs; basic fire safety training, mock drills etc. There
 has been no incidence of any accidents reported during the year under
 review.
 
 AWARDS AND RECOGNITION
 
 The Company received following awards and recognitions for its
 achievements:
 
 . 3M Car Care, a division of the Company, was recognised for Best
 Performance at the Hyundai Customer Care Service Vendors Convention in
 Delhi.
 
 . Honda Seil Car India, one of our top customers ranked the Company as
 No.1 out of 103 suppliers.
 
 . Honda Motorcycle & Scooter India (HMSI) recognised the Company as
 their top supplier for 2010-11 for QCDDM which covers parameters like
 quality, cost, delivery, development and management.
 
 . The Electronic City plant won the 3rd prize for 5S Excellence
 organised by the Confederation of Indian Industry (CII) for the
 Manufacturing Sector (Medium Scale).
 
 MATERIAL CHANGES AND COMMITMENTS
 
 There were no material changes and commitments that occurred affecting
 the financial position of the Company between March 31, 2011 and the
 date on which this report has been signed.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217 (2AA) of the Companies
 Act, 1956 with respect to the Directors Responsibility Statement, the
 Whole-time Management state that:
 
 i) in the preparation of the annual accounts for the year ended March
 31, 2011, the applicable accounting standards have been followed along
 with proper explanation relating to material departures, if any;
 
 ii) they have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company and of its profits for the year ended March 31,2011;
 
 iii) they have taken proper and sufficient care towards the maintenance
 of adequate accounting records in accordance with the provisions of
 this Act, to safeguard the assets of the Company and to prevent and
 detect fraud and other irregularities;
 
 iv) they have prepared the financial statements for the year ended
 March 31,2011 on a going concern basis.
 
 FIXED DEPOSITS
 
 During the year under review, the Company has neither accepted nor
 renewed any deposits from public within the meaning of Sections 58A and
 58AA of the Companies Act, 1956 read with the Companies (Acceptance of
 Deposits) Rules, 1975.
 
 AUDITORS
 
 Messrs. Lovelock & Lewes, Chartered Accountants, Bangalore, Auditors of
 the Company will retire at the conclusion of the ensuing Annual General
 Meeting and being eligible, offer themselves for re-appointment. The
 Company has received a certificate from the Auditors to the effect that
 their re-appointment, if made, would be in accordance with Section
 224(1B) of the Companies Act, 1956.
 
 ACKNOWLEDGEMENT
 
 The Board wishes to place on record its appreciation to all employees
 in the Company, for their sustained efforts and immense contributions
 to the good levels of performance and growth that your Company has
 achieved during the year.
 
 The Directors express their gratitude to the Central Government and the
 State Governments of Karnataka, Maharashtra and Gujarat for the support
 given to the Company. The Directors also thank all customers, dealers,
 suppliers, banks, members and others connected with the business of the
 Company for their co-operation.
 
 
                                      On behalf of the Board of Directors
 
 Place : Bangalore        Ajay Nanavati         B.V. Shankaranarayana Rao
 
 Date : May 28, 2011    Managing Director          Whole-time Director