The Directors have great pleasure in presenting the 24th Annual Report
 on the performance of your Company together with the Audited Statements
 of Accounts for the financial year ended 30th June 2010.
 
 FINANCIAL RESULTS (Rs. in Lacs)
 
 PARTICULARS                         Year ended       Year ended
                                 30th June 2010       30th June 2009
 
 Sales and Other Income              142,434.39       119,527.83
 
 Expenditures                        105,704.45        86,489.73
 
 Gross Profit Before Depreciation     36,729.94        33,038.10
 
 Depreciation                         16,659.43        12,260.35
 
 Profit Before Tax                    20,070.51        20,777.75
 
 Provisions for Taxation               5,764.49         5,555.08
 
 Profit after Tax                     14,306.02        15,222.67
 
 Add. Accumulated Profit                 136.91            14.90
 
 Balance available for appropriation  14,442.93        15,237.57
 
 APPROPRIATIONS:
 
 Transfer to General Reserve           1,500.00        11,800.88
 
 Transfer to Debenture redemption 
 Reserve                               1,400.00
 
 Transfer to Foreign Currency 
 Convertible Bond Reserve              8,818.00         2,475.00
 
 Proposed Dividend on Equity Shares    2,017.00           704.97
 
 Equity Dividend & Tax for previous 
 year (not appropriated in previous
 year)                                    89.38             0.00
 
 Corporate Dividend Tax                  335.00           119.81
 
 Surplus carried to Balance Sheet        283.55           136.91
 
 BUSINESS SNAPSHOT
 
 Amtek Auto is one of the largest integrated component manufacturers in
 India with a strong global presence. The Company has world class
 manufacturing facilities located in India, Europe and North America.
 Amtek Auto has significant expertise in the auto components space with
 proven capabilities in forging, gravity and high-pressure aluminium die
 casting and machining and sub-assembly. It has an extensive product
 portfolio with a range of highly engineered components. The Company is
 a preferred original equipment manufacturer supplier for passenger
 cars, light and heavy commercial vehicles, two wheeler and three
 wheeler diesel engines. The Company also manufactures components for
 non-auto sectors such as the railways, specialty vehicles and
 aerospace.
 
 Your Company is well positioned in the Indian auto component market and
 is the largest casting and machining and the second largest Forging
 Company in India. The Company has generated average EBITDA margins of
 21% over the last 5 years. Currently, the Company has a conservative
 leverage profile, with significant financial flexibility available for
 organic or inorganic expansion.
 
 Amtek Autos strategy is to continue to strengthen its presence in the
 automotive market by focusing on the Indian domestic market, leveraging
 its international manufacturing base and expanding the joint ventures.
 
 The Companys Non-Auto strategy is to capture growth in railway sector,
 specialty vehicles and aerospace. In the railway sector, Amtek Auto
 plans to target opportunities within India, South East Asia and the
 Middle East. An existing joint venture with American Railcar Industries
 will provide Amtek Auto with technical expertise in the area.
 
 BUSINESS PERFORMANCE
 
 During the year under review, the revenue of the Company was Rs.
 142,434.39 lacs as against the previous year revenue of Rs.119,527.83
 lacs. The Profit after Tax for the year stands at Rs. 14306.02 lacs as
 against the corresponding year figure of Rs.15222.67 Lacs. The Company
 has strong reserve position of Rs. 360446.72 lacs.
 
 DIVIDEND
 
 The Board of Directors are pleased to recommend a Dividend of Rs.
 1.00/- Per equity share of Rs.2/- each for the financial year 2009-10
 for your approval. The Proposed dividend, if approved, at the ensuing
 Annual General Meeting, would result in appropriation of Rs. 2352.00
 lacs (including Corporate Dividend Tax of Rs.335.00 Lacs) out of the
 profits.  The Company has made transfer of Rs.1500.00 Lacs to the
 General Reserve. The total appropriation of dividend of Rs.2352.00 Lacs
 gives 16.44 % pay out on net profit of the Company.
 
 The Register of members and share transfer books shall remain closed
 from 28th December 2010 to 31st December 2010 (both days inclusive),
 for the purpose of Annual General Meeting and payment of Dividend.
 
 ACQUISITION OF MAJORITY STAKE IN AMTEK INDIA LIMITED.
 
 During the period under review, the Company has entered into a Share
 Purchase Agreement with the existing promoters of Amtek India Limited
 on 28th May, 2010 to acquire an aggregate of 50720710 (Five Crores
 Seven Lacs Twenty Thousand Seven Hundered and Ten only) fully paid up
 equity shares of face value of Rs.2/-each representing 36.66% of the
 total paid up equity share capital of Amtek India Limited.
 
 Out of above, AAL has acquired 33110710 fully Paid up Equity shares at
 a average price of Rs.64.83/- of Amtek India Limited constituting
 23.93% of the Paid up Equity capital of AIL through a block deal on the
 Bombay Stock Exchange Limited.
 
 Pursuant to signing of SPA, the Company has given an Open Offer to the
 shareholders of Amtek India Limited to acquire up to 27677565 equity
 shares of Rs. 2/-each representing in aggregate 20% of the fully paid
 up equity capital and resultant voting rights of said Company at a
 price of Rs. 70.40/- (Rupees Seventy and paisa forty only) per fully
 paid equity share, payable in cash, pursuance to Regulations 11(1) and
 other applicable provisions of SEBI (Substantial Acquisition of Shares
 and Takeovers) Regulations, 1997.
 
 ISSUE OF FCCB
 
 During the period under review, the Company has issued 33,000 5.625%
 Foreign Currency Convertible Bonds of US$ 5,000 each aggregating to US$
 165 millions convertible into equity shares of the Company at the
 option of the investors at price Rs. 148.40 per share. These FCCBs are
 listed on Singapore Stock Exchange.
 
 ISSUE OF WARRANTS
 
 Subsequent to the year under review, the Company issued and allotted
 2,40,00,000 warrants entitling the warrant holder(s) to apply for
 equivalent number of fully paid up equity shares of Rs.2/- per share at
 a premium of Rs.178/- per share of the Company aggregating to Rs. 432
 crores to the promoter group companies by way of Preferential Allotment
 in accordance with Chapter VII of SEBI (Issue of Capital & Disclosure
 Requirements) Regulations 2009.
 
 SHARE CAPITAL
 
 During the period under review, the Company has allotted 1,50,00,000
 equity shares upon conversion of warrants into equivalent number of
 equity shares of Rs. 21- each at a premium of Rs. 131/- per share
 aggregating to Rs. 199.50 Crores to the promoters by way of
 Preferential Allotment.
 
 The Company has also allotted 52,054 equity shares of Rs. 2/- per share
 at a premium of Rs. 207.83/- per share upon conversion of FCCBs of US
 $ 0.25 million out of FCCBs of US$ 150 million and 1310081 equity
 shares of Rs. 21- per share at a premium of Rs. 456.64/- per share upon
 conversion of FCCBs of US$ 13.4 million out of FCCBs of US0
 million.
 
 In addition to the above, the Company has also issued and allotted
 51,818,467 equity shares of Rs. 21- per share at a premium of Rs.
 146.40/- per share upon conversion of FCCBs of US$ 158.13 million out
 of FCCBs of US$ 165 million.
 
 ISSUE OF NON CONVERTIBLE DEBENTURES
 
 Subsequent to the year under review, the Company has also issued 10.25%
 Unsecured, Redeemable, Non-convertible Debentures (NCDs) aggregating to
 Rs.800 Crores on private placement basis to Banks & Financial
 Institutions. The NCDs are redeemable by way of Bullet Payment at the
 end of 5 years from the date of allotment viz., 20th September, 2010.
 The NCDs are listed on the Bombay Stock Exchange Limited.
 
 CREDIT RATING
 
 The Credit Analysis & Research Ltd. (CARE) has assigned a CARE AA (CARE
 Double A ) rating to the NCD issue of the Company for Rs. 800 Crores.
 The instruments carrying AA rating are considered to offer high safety
 for timely servicing of debt obligation. Such instruments carry very
 low credit risk.
 
 EXPANSION
 
 During the year under review, the Company has expanded its capacity of
 manufacturing of machined auto components from 305 lacs unit p.a. to
 330 lacs unit pa. and forgings capacity from 135000 tpa to 165000 tpa.
 
 SUBSIDIARY COMPANIES
 
 As of 30th June 2010, Your Company has following subsidiaries:-
 
 - Smith Jones Inc., USA
 
 - Amtek Investments U.K. Limited (UK)
 
 - Amtek Deutschland GmBh, Germany
 
 - Amtek Investments U.S. 1 Inc.U.S.A
 
 - Ahmednagar Forgings Limited, Pune
 
 - Amtek Ring Gears Limited (formerly Benda Amtek Limited)
 
 - Amtek Crankshafts India Limited (formerly Amtek Siccardi India
 Limited)
 
 - Amtek Transportation Systems Limited
 
 - Alliance Hydro Power Limited.
 
 A Statement in respect of the above said subsidiaries pursuant to
 Section 212 of the Companies Act, 1956 is enclosed herewith as
 required.
 
 The Company has received exemption from the Central Government under
 Section 212 (8) of the Companies Act, 1956, from the attachment of
 copies of the Balance Sheet, Profit and Loss Account and other
 documents of subsidiaries for the year ended 30th June, 2010. The
 annual reports and accounts of the subsidiaries will be made available
 upon request by any member of the Company interested in obtaining the
 same. However, pursuant to Accounting Standard AS-21, Consolidated
 Financial Statements presented by the Company include Annual Financial
 Results of its subsidiaries.
 
 DIRECTORS
 
 In accordance with Section 256 of Companies Act, 1956 and the Article
 of Association of the Company Mr B.Lugani & Mr. Sanjay Chhabra retire
 at the ensuing Annual General Meeting and being eligible offer
 themselves for re-appointment.
 
 Brief resume of Mr. B. Lugani & Mr. Sanjay Chhabra containing nature of
 their expertise in specific functional areas and names of companies in
 which they hold directorships and memberships/chairmanships of Board
 Committees, as stipulated under clause 49 of the Listing Agreements
 with the Stock Exchanges in India, is provided in notice forming part
 of the Annual Report.
 
 AUDITORS
 
 The Statutory Auditors of the Company M/s Manoj Mohan & Associates,
 Chartered Accountants, who hold office until the conclusion of the
 ensuing Annual General Meeting are willing to be reappointed as the
 Statutory Auditor. A Certificate from Auditors have been received to
 the effect that their appointment, if made, would be within the limit
 prescribed under Section 2240B) of the Companies Act, 1956.
 
 AUDITORS REPORT
 
 Notes forming part of accounts, which are specifically referred to by
 the auditors in their report, are self explanatory and therefore, do
 not call for any further comments.
 
 SHARE CAPITAL AUDIT
 
 As per the directive of the Securities and Exchange Board of India
 (SEBI) M/s Iqneet Kaur & Co., Company Secretaries, New Delhi,
 undertakes Share Capital Audit on quarterly basis. The purpose of audit
 is reconciliation of total shares held in CDSL, NSDL and physical form
 with the admitted, issued and listed capital of the Company.
 
 The Share Capital Audit Reports as submitted by the Auditor on
 quarterly basis were duly forwarded to the Bombay Stock Exchange
 Limited and National Stock Exchange of India Limited where the equity
 shares of the Company are listed.
 
 CONSOLIDATED FINANCIAL STATEMENT
 
 The Audited Consolidated Financial Statement based on the Financial
 Statements received from subsidiary companies as approved by their
 respective Board of Directors, have been prepared as per the
 requirements of the Listing Agreement and Accounting Standards 21 and
 23 issued by The Institute of Chartered Accountants of India and show
 the financial resources, assets, liabilities, income, profits and other
 details of the Company, its associates Companies and its subsidiaries
 after eliminating minority interest as single entry.
 
 FIXED DEPOSITS
 
 During the year under review, the Company has not accepted any public
 deposits under Section 58A & 58AA of the Companies Act, 1956.
 
 DE-MATERIALISATION OF SHARES
 
 The Companys equity shares are available for dematerialization on both
 the depositories viz., NSDL & CDSL. Shareholders may be aware that
 SEBI has made trading in your Companys shares mandatory, in
 dematerialized form. As on 30th June 2010, 20,05,17,596 equity shares
 representing 99.41% of your Companys Equity Shares capital have been
 de- materialised.
 
 LISTING AT STOCK EXCHANGES
 
 The Equity Shares of the Company are listed on Bombay Stock Exchange
 Limited and The National Stock Exchange of India Limited. The Company
 has paid annual listing fee to the Stock Exchanges for the year 2010 -
 2011.
 
 The Debentures of the Company are listed on Bombay Stock Exchange
 Limited.
 
 The Global Depository Receipts (GDRs) of the Company are listed at
 London Stock Exchange and Foreign Currency Convertible Bonds (FCCBs)
 are listed at Singapore Stock Exchange.
 
 STATUTORY INFORMATION
 
 - Particulars of Employees under section 217 (2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975 are
 given in the Annexure and form part of this Report.
 
 - Statutory details of Energy Conservation and Technology Absorption
 R&D activities and Foreign Exchange Earnings and Outgo, as required
 under Section 217(1) (e) of the Companies Act, 1956 and rules
 prescribed there under i.e. the Companies (Disclosure of Particulars in
 Report of Board of Directors) Rules, 1988 are given in the Annexure and
 form part of this Report.
 
 CORPORATE GOVERNANCE
 
 A separate section on Corporate Governance forming part of the
 Directors Report and a certificate from the Companys auditors
 confirming compliance of Corporate Governance norms as stipulated in
 clause 49 VII of the Listing Agreement with the Indian Stock Exchanges
 is included in the Annual Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Management Discussion and Analysis of financial condition including the
 results of operations of the Company for the year under review as
 required under clause 49 of the Listing Agreement with stock exchange
 is presented in separate section forming part of the Annual Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 21712AA) of the Companies
 Act, 1956, as amended by the Companies (Amendment) Act, 2000 with
 respect to Directors Responsibility Statement, it is hereby confirmed
 :-
 
 - That in the preparation of the annual accounts for the year ended
 30th June 2010, the applicable accounting standards have been followed;
 
 - That 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 or
 loss of the Company for the year under review;
 
 - 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; and
 
 - That the Directors had prepared the annual accounts on a going
 concern basis.  
 
 INDUSTRIAL RELATIONS
 
 During the year under review, the relations between the Management and
 the workmen were highly cordial.
 
 INVESTOR RELATIONS
 
 Your Company always endeavors to keep the time of response to
 shareholders requests / grievances at the minimum.  Priority is
 accorded to address all the issues raised by the shareholders and
 provide them a satisfactory reply at the earliest possible time. The
 shareholders and investors Grievances Committee of the Board meets
 periodically and reviews the status of the redresses of investors
 grievances.
 
 ACKNOWLEDGEMENT
 
 Your Directors would like to convey their appreciation for all the
 co-operation and assistance received from the Government, Financial
 Institutions, Bankers and Stakeholders of the Company. Your Directors
 also appreciate and value the contribution made by employees in meeting
 all the targets. We look forward to receiving the continued patronage
 of our business partners to become a better and strong Company.
 
                                          By order of the Board 
                                         For AMTEK AUTO LIMITED
 
                                                          Sd/-
 Date    :    24th November, 2010                 (ARVIND DHAM)
 
 Place   :    New Delhi                               Chairman