TO THE MEMBERS OF AMTEK INDIA LIMITED
 
 The Directors have pleasure in presenting the Twenty Eighth Annual
 Report and the Audited Annual Accounts of the Company for the year
 ended 30th June 2011.
 
 FINANCIAL RESULTS                                        (Rs. in Lacs)
 
 PARTICULARS                                 Year ended       Year ended
                                         30th June 2011   30th June 2010
 
 Sales/Income from Operations                  1,43,705         1,02,945
 
 Expenditures                                  1,14,876           82,433
 
 Gross Profit Before Depreciation                28,829           20,512
 
 Depreciation                                    12,556            9,622
 
 Profit Before Tax                               16,273           10,890
 
 Provisions for Taxation                           4890            3,256
 
 Profit After Tax                                11,383            7,634
 
 Add: Accumulated Profit                             80            1,217
 
 Balance available for appropriation             11,463            8,851
 
 APPROPRIATIONS:
 
 Transfer to General Reserve                      2,500            1,500
 
 Transfer to Debenture Redemption Reserve         5,000            1,250
 
 Foreign currency convertible bond redemption 
 reserve                                              -            5,418
 
 Proposed Dividend on Equity Shares                 553              505
 
 Corporate Dividend Tax                              90               84
 
 Dividend and Tax for previous year 
 (Not appropriated in previous year)                 57               14
 
 Surplus carried to Balance Sheet                 3,263               80
 
 
 BUSINESS PERFORMANCE
 
 On a Standalone basis, the revenue of the Company for the year under
 review was Rs.143,705 Lacs as compared to the previous year revenue of
 Rs. 102,945 Lacs. The Profit after Tax of the Company for the year was
 at Rs. 11,383 Lacs as against the corresponding year of Rs. 7,634 Lacs.
 The Company has strong reserve position of Rs. 184,243 Lacs.
 
 DIVIDEND
 
 The Board of Directors is pleased to recommend a dividend of 20% of the
 face value of each equity share for the financial year 2010-11 for
 shareholder approval. This corresponds to Rs. 0.40 per equity share
 with a face value of Rs.2.00 each. The proposed dividend, if approved,
 at the ensuing Annual General Meeting would result in appropriation of
 Rs. 643 Lacs (including Corporate Dividend Tax of Rs. 90 Lacs) out of
 the Profit after Tax. The Company has made a transfer of Rs. 2,500 Lacs
 to the General Reserve. The total appropriation of dividend of Rs.643
 Lacs gives 5.65% pay-out on Net Profit of the Company.
 
 The Register of members and share transfer books shall remain closed
 from 28th December 2011 to 31st December 2011 (both days inclusive),
 for the purpose of Annual General Meeting and payment of dividend.
 
 ACQUISITION OF MAJOR STAKE BY AMTEK AUTO UMITED
 
 During the period under review, M/s Amtek Auto Limited acquired
 85298290 fully paid equity shares representing 61.64% of the total paid
 up equity share capital of the Company. Out of which 50720710 equity
 shares representing 36.66% were acquired through Share Purchase
 Agreement dated 28th May, 2010 from the outgoing promoters of the
 Company and 27677565 equity share representing 20% were acquired from
 the general public through open offer pursuant to SEBI (Substantial
 Acquisition of Shares and Takeover Regulations, 1997) and Further,
 6900015 equity shares representing 4.98% acquired through open market
 which resulted in total acquisition of 61.64% equity stake by Amtek
 Auto Limited.  Consequent to the above acquisition, M/s Amtek Auto
 Limited became the Holding Company and new Promoter of the Company.
 
 SUBSIDIARY COMPANY
 
 As on 30th June 2011, the Company has one subsidiary i.e. Amtek
 Industries Limited. As per the provisions of Section 212 of the
 Companies Act 1956, the Company is required to attach the Directors''
 Report, Balance Sheet, Profit & Loss Account and other information of
 the Subsidiary Company to its Balance Sheet. However, the Ministry of
 Corporate Affairs, Government of India has vide its General Circular
 No. 2 and 3 dated 8th February, 2011 and 21st February, 2011,
 respectively, granted a general exemption from compliance with section
 212(8) of the Companies Act, 1956 from attaching the Annual Accounts of
 subsidiary with the annual published accounts of the Company subject to
 fulfillment of conditions stipulated in the circulars. In compliance
 with the above circular, the Annual Accounts will be made available
 upon request by any interested investor of the Company / Subsidiary.
 The Annual Accounts of the Subsidiary Company will also be kept for
 inspection by any investor at the Registered Office of the Company and
 at the office of the respective Subsidiary Company during business
 hours of the respective Company.
 
 Further as per the provisions of Section 212 of the Act, a statement of
 the holding Company''s interest in the Subsidiary Company is attached
 herewith and forms part of the Annual Report.
 
 However, pursuant to Accounting Standard AS-21 issued by the Institute
 of Chartered Accountants of India, Consolidated Financial Statements
 presented by the Company include the financial statements of its
 Subsidiary.
 
 DIRECTORS
 
 In accordance with Section 255 read with Section 256 of Companies Act,
 1956 and the Article of Association of the Company, Mr. D. S. Malik and
 Mr. Shekhar Gupta, Directors of the Company retire at the ensuing
 Annual General Meeting and being eligible, offer themselves for
 re-appointment.
 
 Brief resumes of the Directors proposed to be reappointed, nature of
 their industry expertise in specific functional areas and names of
 companies in which they hold directorships are provided in the notice
 forming part of the Annual Report.  Further, the name of the companies
 in which they holds memberships/chairmanships of Board Committees, as
 stipulated under clause 49 of the Listing Agreements is provided in the
 Corporate Governance Section of this Annual Report.
 
 SHARE CAPITAL AUDIT
 
 As per the directive of the Securities & Exchange Board of India
 (SEBI), M/s Iqneet Kaur & Company, Company Secretaries, New Delhi,
 undertakes a Share Capital Audit on a quarterly basis. The purpose of
 the audit is to reconcile the total number of shares held in CDSL, NSDL
 and in physical form with the admitted, issued and paid up capital of
 the Company.
 
 The Share Capital Audit Reports as submitted by M/s Iqneet Kaur &
 Company, Company Secretaries, New Delhi, on a quarterly basis were
 forwarded to the Bombay Stock Exchange Limited and National Stock
 Exchange of India Limited where the equity shares of the Company are
 listed.
 
 AUDITORS
 
 The Statutory Auditors of the Company M/s Manoj Mohan & Associates,
 Chartered Accountants, hold office until the conclusion of the ensuing
 Annual General Meeting and are recommended for reappointment. A
 Certificate from the Statutory Auditors have been received to the
 effect that their appointment, if made, would be within the limit
 prescribed under Section 224(1B) of the Companies Act, 1956.
 
 AUDITORS'' REPORT
 
 Notes forming part of Annual Accounts, which are specifically referred
 to by the Statutory Auditors in their report, are self- explanatory and
 therefore, do not call for any further comments.
 
 CONSOLIDATED FINANCIAL STATEMENT
 
 As per the requirements of the Listing Agreement and Accounting
 Standards and Guidelines issued by the Institute of Chartered
 Accountants of India, the consolidated financial statements have been
 prepared on the basis of financial statements of the Company and
 abovementioned subsidiary.
 
 FIXED DEPOSITS
 
 During the year under review, the Company has not accepted public
 deposits under section 58A and 58AA of the Companies Act, 1956.
 
 DE-MATERIAUSATION OF SHARES
 
 The Company''s equity shares are available for de-materialization on
 both the depositories'' viz., NSDL and CDSL.  Shareholders may be aware
 that SEBI has made trading in your Company''s shares mandatory, in
 de-materialized form.  As on 30th June 2011, 13,74,92,699 equity shares
 representing 99.35% of your Company''s equity share capital have been
 de-materialized.
 
 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 its annual listing fee to the stock exchanges for the
 financial year 2011 - 2012.
 
 STATUTORY INFORMATION
 
 - Particulars of Employees under section 217 (2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975 :
 Nil.
 
 - Statutory details of Energy Conservation and Technology Absorption,
 R&D activities and Foreign Exchange Earning 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 Annual Report.
 
 CORPORATE GOVERNANCE
 
 A separate section on Corporate Governance forming part of the
 Director''s Report and the certificate from the Company''s Statutory
 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
 
 The Management Discussion and Analysis of the Company''s 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 exchanges is presented in a separate section forming part of
 the Annual Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) 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, 2011, 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 period under review;
 
 - That 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; 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 endeavours 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 redressal of investors''
 grievances. The shares of the Company continue to be traded in
 electronic form and the de-materialisation arrangement exists with both
 the depositories, viz., National Securities Depository Limited and
 Central Depository Services (India) Limited. As on 30th June 2011,
 13,74,92,699 equity shares representing 99.35% of the Issued and Paid
 up Capital of the Company have been dematerialised.
 
 EMPLOYEE WELFARE
 
 Your Company demonstrated that it is a caring organization by
 constantly devising and implementing several welfare measures for the
 employees and their families. Employee welfare programmes and schemes
 were implemented with utmost zeal and they were constantly reviewed and
 improvements were made wherever necessary at the earliest.
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to place on record the sincere and dedicated
 efforts of all the members of the Company''s team which has made it
 possible to achieve excellent growth. Your Directors also take this
 opportunity to offer their sincere thanks to the Financial
 Institutions, Banks and other Government Agencies, our Valued Customers
 and the Investors for their continued support, co-operation and
 assistance.
 
 Your Directors also wish to acknowledge the contribution made by the
 employees at all levels and above all the trust and confidence reposed
 by the shareholders.
 
                                                   By Order of the Board
                                                 For AMTEK INDIA LIMITED
 
                                                                    Sd/-
 Place  : New Delhi                                        (ARVIND DHAM)
 
 Date   : 12th November 2011                                    Chairman