The directors have pleasure in submitting their Fifty Ninth Annual
 Report together with the audited accounts of the Company for the year
 ended 31st March, 2010.
 
 FINANCIAL HIGHLIGHTS                                   (Lac/Rs.)
 
                                       2009-10          2008-09
 
 OPERATING PROFITS/(LOSSES)             1829.4  2067.94
   
 ADD : PROFIT ON SALE OF ASSETS          15.93            20.88
 
 ADD : PROFIT ON SALE OF MUTUAL FUND    209.86               -
 
 ADD : DIVIDEND INCOME                    9.33   235.12   34.70    55.58
 
                                                2064.53          2123.52
 
 LESS : INTEREST                       1046.39          1230.80
 
 DEPRECIATION                           503.33  1549.72  512.55  1743.35
 
                                                 514.81           380.17
 
 LESS : PROVISION FOR TAX                        134.00           190.08
 
                                                 380.81           190.09
 
 ADD : PROFIT BROUGHT FORWARD                    144.12           225.24
 
                                                 524.93           415.33
 
 DIVIDEND
 
 Your directors recommend dividend @ 45 % p.a. on 32,51,919 equity
 shares for the year
 
 under report.
 
 The amount of dividend will total Rs. 146.34 lacs (Previous year Rs.
 146.34 lacs).
 
 PRODUCTION
 
 2898352 bicycles were produced during the period under consideration.
 
 SALES
 
 Sales during the year amounted to Rs. 654.33 crore including the sales
 to foreign countries.
 
 EXPORTS
 
 During the period under consideration your Company exported bicycles
 and bicycle components to several countries, thereby earning valuable
 foreign exchange of Rs. 1875.61 Lacs.  The Company continued its
 efforts to increase export sales due to which it achieved better export
 earnings than last year, despite stiff competition.
 
 PERFORMANCE OF THE UNITS
 
 The Company achieved higher production during the year compared to
 previous year.
 
 Sahibabad Unit continued to do well in terms of sales & market share.
 Capacity of the
 
 Paint Plant was enhanced by putting up a Disc Paint Plant which is
 supposed to be the latest technology of fine painting to cater to 
 the growing demand for larger numbers and better esthetics.
 
 In spite of global financial crisis and slow down in demand, the
 Company achieved healthy growth in all existing marekt and adding 
 new markets to our kitty.
 
 The Company introduced number of new models in all segments like fancy
 gents, ladies and kids segments. A number of process improvement have 
 been done resulting in improvement in quality and cost reduction.
 
 CAPITAL EXPENDITURE
 
 During the year, the Company acquired capital assets worth Rs. 924.88
 lacs as against Rs. 1405.72 lacs in the previous year. This includes
 capital assets worth Rs. 3.99 lacs under construction/installation as
 against Rs. 335.29 lacs in the previous year.
 
 DEPOSITS (INCLUDING LOANS FROM MEMBERS)
 
 a) Total number of depositors on 31.03.2010 who have not claimed their
 deposits after the date on which their deposits became due for payment
 –70.
 
 b) The aggregate amount of deposits due to the depositors on 31.03.2010
 who have not claimed their deposits, including interest accrued, if
 any, after the dates on which their deposits became due for payment Rs.
 22.62 lacs.
 
 Deposits aggregating Rs. 7.19 lacs pertaining to 19 depositors have
 since either been renewed or paid. Further 2 unclaimed deposits
 aggregating to Rs. nil have since been credited to Investors Education
 and Protection Fund. The remaining depositors whose deposits, including
 interest, amount to Rs. 14.71 lacs have not sent any instructions for
 the disposal of their matured deposits. These will be renewed or repaid
 as soon as instructions are received from the concerned depositors.
 
 CONSERVATION OF ENERGY SONEPAT UNIT
 
 The following measures were taken for Conservation of energy :- A)
 Overhauling of one 1000 KVA and One 500 KVA D.G. Sets for enhancing the
 efficiency by 25%.
 
 B) Replacement of cooling tower of D.G. one number to put more load and
 get more efficiency.
 
 C) Fitting of exhaust fans in D.G. Room for taking out hot air and
 enabling the D.G. Sets to perform more efficiently.
 
 We will replace two more cooling towers to get maximum efficiency for
 D.G. and maximum utilization of our plants by which we can get more
 output with same fuel consumption and installation of new Screw
 Compressors of 500 cfm. To reduce the running cost respectively in the
 next financial year for energy conservation.
 
 SAHIBABAD UNIT
 
 The following measures were taken for Conservation of energy :
 
 a) Use of LPG instead of H.S.D. in one Paint shop.
 
 b) Installation of 12 Nos. Natural exhaust systems (Wind Air Vent) in
 place of motorized exhausts.
 
 MALANPUR UNIT
 
 Better and fuel efficient techonology is being introduced and
 computerized controls are being installed in the burners. A very tight
 maintenance schedule is being maintained for better fuel efficiency.
 
 TECHNOLOGY ABSORPTION
 
 1.  Specific areas in which R & D carried out by the Company :- During
 the year under review, Sonepat Unit worked mainly on design and
 development of new models of bicycles and upgrading/revamping of
 existing models and on improvement of manufacturing processes.
 
 Sahibabad Unit installed and commissioned a new Disc Paint Plant so as
 to enhance paint quality and finish on critical components like frame,
 fork, mudguards etc.  Malanpur Unit introduced new models of bicycles
 in all categories of bicycles and planning to acquire latest technology
 in metal finishing during the next year.
 
 2.  Benefits derived as a result of the above R & D :- New and upgraded
 models were introduced in the market during the year. Cost reduction
 measures and improvement in the manufacturing processes and quality
 controls have helped in increasing the Companys market share despite
 adverse market conditions.
 
 With the installation of new Disc Paint Plant, production capacity
 increased to meet the increased demand and to compete in the market for
 fancy and conventional bicycles.
 
 3.  Future Plan of action :-
 
 Developement of new models, revamping of existing models, improvement
 in development of manufacturing processes which would increase
 productivity at minimum cost without compromising on quality.
 
 Technology absorption, adaptation and innovation :- 1.  Efforts, in
 brief, made towards technology absorption, adaptation and innovation :-
 
 New tool for bending Loop Tube on Press has been developed and new tool
 for Assembling Diamond and Rear Triangle of Suspension frames has been
 developed.
 
 Benefits derived as a result of the above efforts
 
 Loop Tube Bending Tool will help improve productivity and result in
 cost reduction and improved aesthetics of the product and new assembly
 tool will help improve productivity.
 
 FOREIGN EXCHANGE EARNING AND OUTGO
 
 Total foreign exchange earned : Rs. 1875.61 lacs Total foreign exchange
 used : Rs.  176.39 lacs
 
 PARTICULARS OF EMPLOYEES
 
 The information required under section 217(2-A) of the Companies Act,
 1956 and the rules framed thereunder relating to particulars of
 employees is given in the annexure to this report.
 
 SECRETARIAL COMPLIANCE CERTIFICATE
 
 As required under Section 383-A of the Companies Act, 1956 a
 certificate from a Secretary in whole time practice regarding
 compliance of the provisions of the Act is attached.
 
 LISTING OF COMPANYS EQUITY SHARES
 
 Your Companys shares continue to be listed on Delhi, Bombay and
 National Stock Exchanges. The Annual Listing Fee for the year 2010-2011
 has been paid to all the three stock exchanges.
 
 SUBSIDIARY COMPANIES
 
 Statement of Accounts of the subsidiaries together with statement under
 section 212 of the Companies Act, 1956, are annexed herewith.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement of Section 217(2AA) of the Companies Act,
 1956, Directors hereby confirm that :
 
 I.  in the preparation of the Annual Accounts, the applicable
 accounting standards have been followed along with proper explanations
 relating to material departures.
 
 II.  The directors had 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 as at 31st March, 2010 and of the profit of the Company
 for that period.
 
 III The directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities, to the
 best of the knowledge and ability of the Directors.
 
 IV The directors had prepared the Annual Accounts on a going concern
 basis.
 
 CORPORATE GOVERNANCE
 
 A separate report on Corporate Governance is attached as a part of this
 report (Annexure- 1). The Management Discussion and Analysis Report
 forms a part of the Corporate Governance report.
 
 AUDITORS
 
 M/s Mehra .Khanna & Company, Chartered Accountants, retire at the
 forthcoming Annual General Meeting and, being eligible, offer
 themselves for reappointment.
 
 DIRECTORS
 
 S/Shri Hira Lal Bhatia and Hari Krishan Ahuja are retiring by rotation
 at this Annual General Meeting and, being eligible, offer themselves 
 for reappointment.
 
 Your directors like to take the opportunity to place on record their
 appreciation of the contribution made by employees at all levels.
 
 In the end, your directors wish to express their gratitude and
 appreciation to Central and State Governments, and Companys bankers 
 for the continued support,  assistance and encouragement accorded to 
 the Company.
 
 HARI KRISHAN AHUJA
 
 HIRA LAL BHATIA   DIRECTORS
 
 ISHWAR DAS CHUGH
 
 JAI NARAIN SAWHNEY
 
 PRITHVI RAJ CHAWLA