To the Members,
 
 The Directors have the pleasure in presenting the 31st Annual Report
 on the business and operations of the Company and the accounts for the
 financial Year, ended 30th September, 2012.
 
 FINANCIAL RESULTS
 
                                               (Rs. in Million) 
 
                                              2011-2012      2010-2011
 
 Profit before Depreciation & Tax                939.63       1,105.28
 
 Less : depreciation & amortisation              273.88         233.93
 
 Provision for Taxation - Current/ 
 Deferred/ Fringe Benefit Tax                    215.57         295.78
 
 Profit After Tax                                450.18         575.57
 
 Balance of Profit from Previous Year          1,795.43       1,453.09
 
 Profit available for appropriation            2,245.61       2,028.66 
 
 Appropriations :
 
 Dividend for the year                           151.12         151.12
 
 Tax on dividend                                  24.52          24.52
 
 Transfer to General Reserve                      45.10          57.56
 
 Surplus retained in Profit & Loss Account     2,024.87       1,795.43
 
 REVIEW OF PERFORMANCE
 
 The Gross Sales and other income for the financial year under review
 was Rs.10,445.60 Million as against Rs. 11,144.87 Million for the previous
 financial year. The Profit Before Tax of Rs. 665.75 Million and the
 profit After tax of Rs. 450.18 Million for the financial year under
 review as against Rs. 871.35 Million and Rs. 575.56 Million respectively
 for the financial year
 
 DIVIDEND
 
 The Directors recommend the payment of dividend of Rs. 10/- per share of
 Rs. 10/- each. The Dividend Distribution tax shall be paid by the Company
 and the dividend distributed to shareholders is exempt from tax.
 
 FIXED DEPOSITS
 
 Your Company has not accepted any fixed deposits and, as such, no
 amount of principal or interest was outstanding as of the Balance Sheet
 date.
 
 WIND MILL
 
 During the year the Company took up the initiative, along with other
 group companies, to generate power from Green Energy sources and
 installed one Wind Turbine Generator with 2.00 MW generation capacity
 at Tithwa, Gujarat. Total Generation of power from the wind mill during
 the year was 1742 Lacs KwH (April to September, 2012) which was in turn
 sold to Gujarat Urja Vikas Nigam Limited.
 
 AUDITORS'' REPORT
 
 The Auditors'' Report to the Shareholders does not contain any
 qualification.
 
 DISCLOSURE OF PARTICULARS
 
 Information as per the Companies (Disclosure of particulars in the
 report of Board of Directors) Rules, 1988 relating to conservation of
 energy, technology absorption, foreign exchange earning and outgo is
 provided in the Annexure  A  forming part of this report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS
 ON CORPORATE GOVERNANCE
 
 In accordance with Clause 49 of the Listing Agreement with Stock
 Exchanges, the Management Discussion and Analysis Report and the Report
 of the Directors on Corporate Governance form part of this report.
 
 PARTICULARS OF EMPLOYEES
 
 The Board of Directors wishes to express their appreciation to all the
 employees for their dedicated contribution to facilitate smooth
 operations during the year. The Information required under Section
 217(2A) of the Companies Act, 1956, read with the Companies
 (particulars of employees) Rules, 1975, form part of this Report. In
 terms of Section 219(1)(b)(iv) of the Act, the report and accounts are
 being sent to the shareholders of the Company excluding the aforesaid
 Annexure. Any member interested in obtaining a copy of the statement,
 may write to the Company Secretary of the Company None of the employees
 listed in the said Annexure is related to any Director of the Company
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 The Board of Directors of the Company confirms that:
 
 - In the preparation of the annualaccounts, the applicable accounting
 standards have been followed and there has been no material departure.
 
 - Appropriate accounting policies have been selected and applied
 consistently, and judgments and estimates that have been made 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 of the Company for that period.
 
 - Proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities.
 
 - The annualaccounts have been prepared on an ongoing concern basis.
 
 DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956, and the
 Articles of Association of the Company, M/s. B C Prabhakar & Satish
 Sekhri retires by rotation and being eligible, offer themselves for
 re-appointment.
 
 AUDITORS
 
 M/s. Deloitte Haskins & Sells (Chennai), Bangalore, Chartered
 Accountants, Statutory Auditors of the Company hold office until the
 conclusion of ensuing AGM and are eligible for Reappointment.  The
 Company has received a confirmation from M/s. Deloitte Haskins & Sells
 (Chennai) to the effect that their appointment if made, would be within
 the limits prescribed under Section 224(1B) of the companies Act, 1956.
 
 ACKNOWLEDGEMENTS
 
 Your Directors take this opportunity to thank the financial
 institutions, banks, central & state government authorities, regulatory
 authorities, stock exchanges and the stakeholders for their continued
 co-operation and support to the Company.
 
 Your Directors wish to place on record their appreciation for the
 continued co-operation and support received from the Kalyani Group,
 Pune, and Meritor Inc., USA for and on behalf of the Board of
 Directors.
 
 Place: Mysore                                     B. N. Kalyani
 
 Date: 29th November, 2012                              Chairman