The Members,
 
 The Directors have pleasure in presenting the 50th Annual Report
 together with the audited statements of accounts for the year ended
 31.03.201 i.
 
 1.  FINANCIAL RESULTS :                                 (Rs. in Crores)
 
 Particulars                  Stand alone                Consolidated
                            Year ended on  Year 
                                           ended on   Year 
                                                      ended on  Year 
                                                                ended on
                              31.03.2011 31.03.2010 31.03.2011 31.03.2010
 
 Total Turnover                  459.98     407.15     844.24    461.18
 
 Profit Before Taxation           74.42      98.28      85.23     98.94
 
 Less : Provision for taxation    14.85      19.50      18.86     19.97
 
 MAT Credit Entitlement           00.74      00.37      00.74     00.37
 
 Deferred Tax Liability
 
 Profit After Tax                 58.83       78.41     65.63     78.60
 
 Add : Balance brought forward 
 from                            124.63       72.90    124.83     72.90
 
 previous year
 
 Profit available for 
 appropriation                   183.46       151.31    190.46   151.50
 
 Appropriations :
 
 Transfer to General Reserve       7.00        10.00      7.00    10.00
 
 Proposed Dividend -              21.46        14.30     21.46    14.30
 
 Provision For Tax on Proposed 
 Dividend                          3.56         2.38      3.56     2.38
 
 Balance Carried to Balance
 Sheet                           151.44       124.63     158.43  124.82
 
 2.  DIVIDEND :
 
 In view of the 50th Year of the Company the Board, has decided to
 recommend Dividend 150% i.e. Rs. 3/- per Equity Share of Rs. 21- each for
 the Financial Year ended on 31.03.2011 as compared to Rs. 21- Per Equity
 Share (100%).
 
 3.  OPERATIONS :
 
 Both Radiator and Gasket product groups, have sound manufacturing
 facilities which have been constantly upgraded and are supported by
 sophisticated Research and Development facilities for new projects or
 models OEM and other customers come up with. Banco has experienced over
 all growth of 13% as compared to previous year.
 
 Given below are the top and bottom line figures.
 
                                                   (Rs. in Crores)
 
                                  Year ended on        Year ended on
                                    31.03.2011          31.03.2010
 
 Sales (Net)                          459.98             407.15
 
 PAT                                   58.83              78.41
 
 DOMESTIC SALES :
 
 During the Financial Year Company''s domestic sales stands at 7 331.92
 Crores against previous year ^ 272.62 Crores.
 
 EXPORT SALES :
 
 During the Financial Year, Company''s Export Sales stands at Rs. 128.06
 Crores against previous year ^ 134.53 Crores.
 
 Overall sales mix remains as Domestic 72% (Previous Year 67%) and
 Export Sales 28% (Previous Year 33%).
 
 4.  DIRECTORS'' RESPONSIBILITY STATEMENT.
 
 In terms of Section 217(2AA) of the Companies Act,1956, the directors
 would like to state that:-
 
 i) in the preparation of the annual accounts, the applicable accounting
 standards have been followed.
 
 ii) the directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that were reasonable
 and prudent so as to give 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 the year under review.
 
 iii) 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;
 
 iv) the directors have prepared the annual accounts on a going concern
 basis.
 
 5.  DIRECTORS :
 
 Shri Samir K Patel , Shri Ram Devidayal and Shri Mukesh D Patel, would
 retire by rotation and being eligible, offer themselvers for
 re-appointment.
 
 The Board has, on recommendation of Remuneration Committee decided to
 pay remuneration to Shri Vimal K Patel, as Chairman of the Company and
 Shri Mehul K Patel as Director of the Company w.e.f. 01.08.2011,
 subject to approval by Shareholders in the ensuing Annul General
 Meeting. The details of the proposal for approval by shareholders is
 included in the Notice of ensuing Annual General Meeting.
 
 Shri Shailesh Thakker has been re-appointed as Executive Director & CFO
 w,e,f, from 20.07.2011 for a further period of three years subject to
 approval by Shareholders in the ensuing Annul General Meeting.
 
 The details of the proposal for approval by shareholders is included in
 the Notice of ensuing Annual General Meeting.
 
 The Board is of the view that their considerable experience and
 business acumen would be of great value to your Company.
 
 6.  AUDIT COMMITTEE:
 
 Audit Committee as constituted in terms of Section 292A of the
 Companies Act, 1956, and Clause 49 of the Listing Agreement, with three
 independent Directors viz Shri Ram Devidayal as the Chairman, Shri Atul
 G Shroff, Shri Mukesh D Patel and Shri Vimal Patel as members performed
 inter alia the work assigned to it as laid down there under, during the
 year under review.
 
 7.  CORPORATE GOVERNANCE:
 
 Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock
 Exchange Ltd and National Stock Exchange of India Limited, a Management
 Discussion and Analysis, Corporate Governance Report and Auditors''
 Certificate regarding compliance of conditions of Corporate Governance
 are made a part of the Annual Report, as Annexure A. The Company is
 regular in payment of Listing Fees to the Stock Exchanges.
 
 8.  PARTICULARS OF EMPLOYEES:
 
 The Company does not have any employee covered under Section 217(2A) of
 the Companies Act, 1956 and the Companies (Particulars of Employees)
 Rules, 1975, as amended.
 
 9.  COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
 DIRECTORS) RULES, 1988.
 
 The particulars in accordance with the provisions of Section 217 (1)
 (e) of the Companies Act, 1956, read with the Companies (Disclosures of
 Particulars in the Report of Board of Directors) Rules, 1988 regarding
 Conservation of Energy, Technology absorption and Foreign Exchange
 earnings and outgo is given in the Annexure B.
 
 10.  AUDITORS :
 
 M/s. Shah & Co., Chartered Accountants, Mumbai, Auditors of the Company
 retire at the conclusion of ensuing Annual General Meeting. The
 retiring Auditors being eligible in terms of Provisions of Companies
 Act, 1956 and Listing Agreement, have expressed their willingness for
 reappointment as Statutory Auditors of the Company.  You are requested
 to appoint the Auditors and fix their remuneration.
 
 11.  SUBSIDIARIES.
 
 11.1 Nederlandse Radiateuren Fabriek B.V - Netherlands
 
 Nederlandse Radiateuren Fabriek B.V. Netherlands, and its subsidiaries,
 are engaged in the business of manufacturing and distribution of heat
 transfer products. During the Year, the Company has taken many
 initiatives in areas of productions, marketing and other operational
 areas. We expect that these initiatives will yield results in time to
 come.
 
 11.2 Kilimanjaro Biochem Limited - Tanzania
 
 During the Year under review, Kilimanjaro Biochem Limited has become
 Wholly Owned Subsidiary of the Company w.e.f. 01.02.2011.
 
 This Company is in advanced stage of implementation of a manufacturing
 project to manufacture Potable Alcohol in Tanzania.
 
 The commencement of Trial Runs and Commercial Production is expected
 during the year.
 
 During initial period, it is expected to cater to local demands.
 
 It has not started commercial production/activity during the year ended
 on 31.03.2011.
 
 In terms of the Circular No. No: 5/12/2007-CL-lll dated 08.02.2011 and
 subsequent clarification in this regard issued by Ministry of Corporate
 Affairs, the Balance Sheet and Profit and Loss Account and other
 documents of these subsidiaries are not attached with Balance Sheet of
 this Company. However, the Financial Summery, as required, is included
 and forms part of this Report. The Annual Accounts and other Financial
 information related to subsidiaries shall be made available to any
 member on request and the same are available open for inspection at the
 Registered Office of y6ur Company and that of respective subsidiaries.
 
 The accounts of the subsidiaries are consolidated with the accounts of
 the Company in accordance with Accounting Standard 21 (AS 21)
 prescribed by The Institute of Chartered Accountants of India. The
 consolidated accounts and the consolidated financial information of the
 subsidiaries from part of the Annual Report.
 
 12.  PUBLIC DEPOSITS:
 
 As on 31st March, 2011 no deposits were due for repayment and remained
 unclaimed and therefore no deposit have since been refunded.
 
 13.  INSURANCE:
 
 All the properties and insurable interests of the Company including
 buildings, plant and machineries and stocks, have been adequately
 insured.
 
 14.  INDUSTRIAL RELATIONS:
 
 Overall industrial relation continued to be cordial. The Directors
 place on record their appreciation for the continued support and
 co-operation of all the employees.
 
 15.  ACKNOWLEDGEMENT:
 
 The Board places on record its deep appreciation for the co-operation
 and continued support received by the Company from Shareholders, Banks,
 Depositors and Employees during the year.
 
                                             By Order of the Board,
 
 Date : 14.07.2011                               Vimal K. Patel
 
 Place : Bil                                        Chairman