To the Members,
 
 At Automotive Axles Limited, our vision is to emerge as a world- class
 manufacturer of cost competitive products nationally and
 internationally. The year 2010-11 has witnessed a decisive step in that
 direction in terms of capacity expansion, operational excellence,
 enhanced technological focus and fiscal prudence. The result has been a
 substantial growth in revenue and profits and a wider visibility in
 multiple markets globally.
 
 Your Directors have the pleasure in presenting the Thirtieth Annual
 Report on the business and operations of the Company and the accounts
 for the Financial Year, ended 30th September, 2011.
 
 FINANCIAL RESULTS
 
                                               (Rs. in Million)
 
                                           2010-2011        2009-2010
 
 Profit before Depreciation & Tax           1,105.28         868.83
 
 Less : depreciation & amortisation           233.93         209.96
 
 Provision for Taxation - Current/            295.78         218.13 
 
 Deferred/ Fringe Benefit Tax
 
 Profit After Tax                             575.57         440.74
 
 Balance of Profit from the Previous Year   1,453.09       1,206.24
 
 Profit available for appropriation         2,028.66       1,646.98 
 
 Appropriations :
 
 Dividend for the year                        151.12         128.45
 
 Tax on dividend                               24.52          21.33
 
 Transfer to General Reserve                   57.60          44.10
 
 Surplus retained in Profit & Loss Account  1,795.42       1,453.10
 
 REVIEW OF PERFORMANCE
 
 The Gross Sales and other income for the financial year under review
 was Rs. 11,112.58 Million as against Rs. 7323.62 Million for the previous
 financial year, registering a 52% growth. The Profit Before Tax of Rs.
 871.35 Million and the Profit After Ta x of Rs. 575.56 Million for the
 financial year under review as against Rs. 658.87 Million and Rs. 440.74
 Million respectively for the financial year, improved by 32% and 31%
 respectively.
 
 Your Company has established brake manufacturing facility at Mysore &
 Rudrapur with Building, Plant and Machinery purchased from Kalyani
 Global Engineering Pvt Ltd.
 
 Your Company has also established Contract Manufacturing Facility for
 manufacturing Trailer Axles in Greater Noida, Uttar Pradesh with the
 plant and inventories purchased from ANG Industries Limited.
 
 DIVIDEND
 
 The Directors recommend the payment of dividend of Rs. 10 per share of Rs.
 10.00 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.
 
 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 conversion 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 annual accounts, 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 annual accounts 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 B Hattarki & Mr. Ashok
 Rao retires by rotation and being eligible, offer themselves for
 re-appointment.
 
 Mr. Timothy Bowes who was appointed in November 2009 as a non- retiring
 Director based on nomination received from Meritor HVS LLC, USA has
 resigned from the Board. The Board places its appreciation for his
 valuable contributions during their tenure.
 
 Meritor HVS LLC, USA has in exercise of powers conferred under Clause
 113 of Article of Association of the Company and as permitted under
 Section 255 of the Companies Act, 1956 appointed Mr. Pedro N Ferro as
 non-retiring Director w.e.f. 28.11.2011.
 
 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, 2011                               Chairman