The Directors have pleasure in presenting their SIXTY FIRST Annual
 Report together with the Audited Statement of Accounts for the year
 ended 31st December, 2012.
 
 Financial Results
 
 The following are the financial results:
 
                                                         (Rs. Million)
 
                                                        2012        2011
 
 Net Sales (excluding recovery of duties and taxes)   84,172      79,295
 
 Of which Export Sales                                 9,402      10,344
 
 Profit before tax                                    13,462      15,740
 
 Less: Provision for tax                               4,163       4,709
 
 Add: Deferred tax and tax adjustments 
 relating to earlier years                               284         196
 
 Profit after tax                                      9,583      11,227
 
 Appropriations:
 
 Dividend:
 
 - Dividend recommended at Rs. 60 per share
 (previous year: Rs. 50 per share)                     1,884       1,570
 
 - Special dividend at Rs. 85 per share                    -       2,669
 
 Tax on Dividend                                         306         255
 
 Tax on Special Dividend                                   -         434
 
 General Reserve                                         958       5,000
 
 Reversal of Dividend Distribution Tax                     -          (4)
 
 Balance carried forward                               6,435       1,303
 
 Total                                                 9,583      11,227
 
 Net sales for the year 2012 grew by 6.2%. The Profit Before Tax (PBT)
 in 2012 as a percentage of net sales was at 16.0% as compared to 19.8%
 in 2011. The Profit After Tax (PAT) as a percentage of net sales was
 11.4% in 2012 as against 14.1% in 2011.
 
 Material costs as a percentage to sales increased to 56.5% in 2012 as
 compared to 55.4% in 2011.
 
 Overall, the Profit Before Interest, Depreciation and Taxes, for the
 year shows an decrease of 8.5% over the previous year.
 
 Investments
 
 Capital investment during 2012 was higher than previous year, at Rs.
 7,262 mio. as against Rs. 5,388 mio.  in 2011.
 
 Dividend
 
 The Board of Directors recommends a dividend of Rs. 60 per equity share
 for the year 2012 as against a dividend of Rs. 50 per equity share in
 2011 besides a special dividend of Rs. 85 per share in 2011 . This
 dividend is subject to the approval of the shareholders at the
 forthcoming Annual General Meeting.
 
 Business Situation
 
 The automotive market growth momentum slowed down considerably in the
 year 2012. The vehicle sales performance in the second half of the year
 resulted from low market sentiments, culminating from a slowdown in
 India''s GDP, Industrial production, high inflation, interest rates
 and with delayed monsoons. The Global scenario aided to the woes by
 continuing to remain weak and limiting exports. During the last 3
 quarters (April''12 to December''12), automobile exports registered
 de- growth of 2.98 percent compared to the same period last year.
 However, the 4th quarter saw a slight recovery in the Passenger car
 segment owing to the festive season demand and some positive measures
 from the Government on the fuel prices. But it was far from
 compensating the overall situation in the market. Overall, the
 automotive production volumes grew by a mere 2 % over 2011.
 
 Segment-wise, the Passenger Cars & Utility Vehicles recorded positive
 growth of 7.4% mainly with growth in Utility Vehicles supported by new
 model launches.  Within Passenger cars, dieselization continued to
 remain strong with diesel share going up from 37% in 2011 to 48% in
 2012. Commercial vehicles de-grew by 2% with Heavy Commercial Vehicles
 posting a de- growth of 12%. The Light Commercial Vehicles posted
 positive growth of 5.3% supported by a good growth in retail sector and
 ramp up of new models by OEM''s in the premium segment. Tractors
 de-grew by 6.6% with poor & delayed monsoons playing a major role.
 Three Wheelers registered a 5% de-growth due to the tumbling export
 market particularly in Sri Lanka and flat domestic sales. Two Wheeler
 market grew by 10% in the first half of the year but the growth
 considerably declined in the second half to end up with a year on year
 growth of 4%.
 
 In view of the market conditions that prevailed in 2012, the Company
 performed moderately with sales from automotive segment growing by 4.7%
 and exports at Rs. 8,823 mio. with a de-growth of 11.4% over 2011. Our
 non-automotive business grew by 19.5% in 2012 as compared to 28.5% in
 2011 and was mainly attributed to very good performance in the Power
 Tools, Security Technology and Machine building division.
 
 Automotive Technology
 
 Diesel Systems business de-grew by 0.9 % in the year 2012 as compared
 to the growth of 19.2% in the previous year owing to the slowdown
 witnessed by the automotive market during the last two quarters of the
 year 2012. As a clear testimony to the Company''s strong innovative
 culture and its focus on providing value to customers, shift from
 Product to System solution provider was reinforced with introduction of
 not only Fuel Injection equipments but also Air & Exhaust After
 Treatment solutions across segments.  The Price sensitive and
 technology intensive Light Passenger Vehicle segment (LPV) portfolio
 was strengthened further in the year 2012 with the development of the
 Generation 3 Common Rail Systems.
 
 Total Cost of Ownership (TCO) in the Commercial
 
 Vehicle (CV) segment can be improved with the Denoxtronic solution for
 emerging markets. This has resulted in ~3% improvement in fuel
 efficiency with Selective Catalytic Reduction (SCR) technology in
 combination with Common Rail System (CRS).  Integration of Inline pump
 with an electronic governor provided Genset manufacturers a robust
 system solution for the upcoming Central Pollution Control Board (CPCB)
 - Bharat Stage 2 norms planned for introduction in the year 2013.
 
 Gasoline Systems Division witnessed a tough market situation in 2012
 driven by the economy slow down and also the price parity effect
 between gasoline and diesel fuel affecting the gasoline Passenger Car
 segments. This has resulted a de-growth of 9.4% in 2012. However, the
 past year witnessed good market response for the 2 Wheeler EMS with
 continued interest from OEMs.
 
 Starter Motors and Generators registered an impressive growth of 51.1%
 for the second consecutive year powered by New Base Line Generators
 both in the domestic and export market and also increasing the share of
 business with already existing products, thus doubling their turnover
 in two years. The division achieved significant overall productivity
 improvement over the previous year.
 
 The division received recognitions from the customers Volkswagen and
 Ashok Leyland for Quality and ramp-up support.
 
 The Automotive Aftermarket division recorded a turnover of Rs. 1,917
 crores in 2012; with a growth of 9.6%. This included over 25% growth in
 2 wheelers and almost 20% growth in Passenger Car business.  The
 division received Quality awards from its customers Bajaj and Mahindra
 & Mahindra. In our endeavor to get closer to our customers, two new
 sales offices were established in the year 2012 - one in Jodhpur
 (Rajasthan) and the other at Jabalpur (MP). Aggressive network
 expansion at primary and secondary trade level continued and more than
 one new customer appointed per day to create demand in the slowing
 markets. eFOCuS, the Dealer ERP system, was implemented at ~250
 distributor locations.  Innovative customer binding programmes have
 resulted in increased demand generation from retailers and mechanics.
 
 A new workshop module Bosch Tractor Point was launched; Express Bike
 Service was rolled-out across India. Novel training concepts such as
 Mobile Training Van, web-based Training portal, 2 Wheeler Training
 Concept were the other launches. Totally more than 25000 people were
 trained across the country in 2012. Bosch System Technicians (BST),
 hitherto available to Bosch Diesel Service, was extended to Bosch Car
 Service personnel in 2012. A new Annual Maintenance Contract (AMC) kit
 to strengthen the Quality standards of Bosch Diesel Service workshops
 was released. The year 2012 witnessed increased market coverage across
 vehicle segments through launch of new part numbers and seven new
 suppliers were taken on board. The division acquired the Diagnostic
 Tools & Technical Services Solutions business from SPX India to
 strengthen the Company''s presence in the diagnostic business area.
 SPX Diagnostics team launched 9 new test equipments for the Indian
 market in the year 2012.
 
 Industrial Technology Packaging Technology
 
 In line with the general business scenario, Packaging Technology
 division recorded a moderate 8.7% growth in 2012.The Confectionery
 division grew by about 56%.
 
 The focus in the year 2012 was on the development of SVI (Vertical form
 fill Seal machine), Twin SVI basic machines for the market. The
 machines were showcased at the industrial exhibitions held at Mumbai
 and New Delhi in 2012.
 
 The belt weigher was another significant addition to our portfolio as
 it is a locally developed product and showcases our development
 capabilities on a global platform. With the new FDI policy in retail,
 we anticipate higher expectations from our customers in choosing
 suppliers with capabilities to provide complete solutions to their
 packaging needs.  Industrial Equipment
 
 The Industrial Equipment division registered an overall growth of 12.1%
 both in the internal and external market segments. The division
 exported Special Purpose Machinery items to Bosch works in Europe and
 China during the year 2012.
 
 Consumer Goods and Building Technology Power tools
 
 The Power Tools division achieved an impressive growth of 16.7% thus
 sustaining its consistent record of strong double digit growth over the
 last decade in India.  The division successfully opened 49 Bosch System
 Specialist Stores(BSS) in 2012. Also, for the first time, the division
 in partnership with Swan Machine Tools launched Accessorize -its
 exclusive Power tools Accessories store in July at Ahmedabad with a
 100% focus on Accessories. Skil Hand tool was launched for the first
 time in India as lifestyle designer tools for home use and achieved an
 amazing success. The division in association with National Institute of
 Design (NID) launched a nationwide design contest called India
 Changers to recognize industrial design projects that use innovative
 design concepts to create socially relevant solutions for the
 betterment of India.
 
 Security Technology
 
 Security Technology business posted an impressive 31.4% growth in sales
 for the year 2012 compared to the sales achieved in 2011. Business unit
 of Video Systems made the highest contribution to this, growing at 29%
 over the last year. During the year 2012, the division enhanced its
 local product portfolio by releasing a new range of highly competitive
 mixer-amplifiers. The division participated in key Industry Trade shows
 - IFSEC, Secutech and PALM Expo, few of the key trade shows in the
 industry, in addition to certain road shows in key cities across India,
 to strengthen the brand presence and product exposure to target
 audience.
 
 Solar Energy
 
 The division started the year 2012 with the commissioning of 1 MW solar
 project which installed Bosch solar photo voltaic panels. The division
 also got empanelled as a certified channel partner for system
 integration, with the Ministry of New and Renewable Energy. With the
 empanelment, Bosch Limited can directly offer Government benefits to
 its customers.  The division faced challenges due to accelerated price
 erosion of solar panel prices and is now focusing on the crystalline
 technology based solution.
 
 Thermo Technology
 
 New manufacturing facility was setup in the last quarter of the year
 2012 at Kumbalgodu, Kengeri- Hobli, Bangalore, and the division geared
 up for the series of manufacturing of solar flat plate collectors,
 solar thermal water heaters and accessories upon completing validation
 trials in the current year 2013.
 
 Competition and challenges in our business sectors
 
 As in other regions of the world, the year 2012 was a challenging year
 for the Indian automotive industry.
 
 The demand fluctuation from customers owing to the slowdown and weak
 market sentiments put additional pressure on the manufacturers. High
 inflation and adverse foreign exchange increased the cost pressures and
 challenged the businesses across all domains.
 
 However, the Company continuously strived to capture every opportunity
 with its efficient processes and systems. The Company also paced itself
 with the changing requirement of the market and its developments. The
 Company has always considered its people as its most valuable asset and
 this has always been its core strength. Though the business growth in
 the year 2012 has been far from satisfactory, the year 2013 seems even
 more challenging but not without its fair share of opportunities and
 growth. The Company aims to continue its successful march ahead by
 focusing on customer satisfaction and meet expectation of all
 stakeholders.
 
 Plants
 
 Bangalore
 
 In the year 2012, the Bangalore Plant attained moderate production
 level in all its products viz., Inline Pumps, Elements, Delivery
 Valves, Common Rail Pumps, Glow Plugs and Single Cylinder Pumps.  The
 Plant had a big challenge in 2012 due to drop in customer demand which
 led to huge pressure on cost and flexibility. However, the Plant
 successfully tackled the productivity by taking measures such as
 inventory reduction, budgetary control, temporary closures and manpower
 re-deployment.
 
 For the first time in the history of Bangalore Plant, the Bosch Board
 of Management from Germany comprising of eight Board members visited
 the Plant and the Technical Centre in Feb''12. The Bosch Board of
 Management were highly appreciative of how a Plant more than half a
 century can churn out market relevant products that are high on
 technology but low on costs.
 
 The Plant received the Golden Peacock Environment management
 Award for excellence and ''Greentech Safety Award'' for EHS best
 practices. The young team of Managers from the Plant became the
 National Champions for Young Managers (NCYM) in a competition and were
 the winners as well as runners at National level.
 
 Nashik
 
 The Nashik Plant has achieved the highest production levels in Common
 Rail Injectors (CRI) by crossing a milestone of 2.5 million production
 mark. The Plant produced 50 million DSLA Nozzle. In the conventional
 products, the Plant faced sharp fall in demand due to general
 sluggishness in the market. To reduce the adverse impact of
 underutilisation of capacities, the Plant strongly focussed on cost
 reduction measures. Though, the Plant went through a tough time, it saw
 the year 2012 as an opportunity to closely review all the processes and
 improve in all areas to prepare for the future to meet the market
 demand. The Plant invested ~ 3,600 Mio INR for mainly expanding the
 capacity in CRI and for building a new production hangar.
 
 The Plant was recognized with the CII-EXIM Bank''s Prize in
 Business Excellence for the year 2012. It was also awarded with the
 ''Greentech Safety Award 2012 (Silver)'' for outstanding achievements
 in Safety Management and Bajaj Gold award 2011 to 2012 towards
 achieving and sustaining its quality of products. Seven apprentices
 from the Bosch Vocational training Centre (BVC) of the Plant won 1st
 and 2nd positions in the 24th Regional Work Skill Competition conducted
 by the CII and Director General of Employment & Training, Maharashtra.
 
 Jaipur
 
 Jaipur Plant produced its four millionth VE Pump in the year 2012. The
 Plant has successfully transferred VE components from Bangalore to
 Jaipur and initiated an all important strategic project on ''End of
 Production'' (EoP) at Feuerbach, Germany. This has reduced Value chain
 complexities and increased its cost competitiveness. Also, the Plant
 has created ready to use production space with state of the art
 facilities for further potential expansion.
 
 The Plant was honoured with CII-EXIM Bank''s
 
 ''Commendation for significant achievements in Business Excellence''
 award for the year 2012. The other awards received were: Co-creation
 award from M&M, Quality improvement award from KOEL, Smiley award from
 M&M, the national award for excellence in Water Management by CII, Best
 Employer Certificate by Rajasthan Government, AIMA Award for Best CSR
 Practices leading towards Responsible Business & Sustainability, an
 award from RIICO (Rajasthan Industrial Corporation) for Commendable
 Performance in Efficient Water use and Energy conservation award from
 Rajasthan Government.
 
 Naganathapura
 
 In the year 2012, good productivity improvement of the products
 manufactured was achieved by the Plant with substantial ramp-up. The
 Plant recorded major milestones in the production of NBL Generators in
 2012.
 
 Increased localization of power train sensors, accelerator pedal and
 fuel supply modules were the other highlights in the Gasoline system
 Plant.  Improvements in Environment Health and safety were achieved.
 
 Verna (Goa)
 
 The year 2012 witnessed a very significant milestone for the Verna
 Plant. The year saw the scheduled completion of the construction
 activities for the new Plant that had commenced in 2011, and the same
 was inaugurated on the 10th of August 2012 by the Honorable Chief
 Minister of Goa in the presence of senior Bosch officials as well as
 our key suppliers and customers. The new facility has provided the
 division with the right platform to scale to greater growth levels in
 the coming years.
 
 The Plant augmented internal processes by introducing Project
 Management'' as one of its key process, the BPS initiatives also
 stabilized with the Point CIP, Flow production, and various process
 improvements contributing to reduced lead times.  The Plant''s Supply
 Chain continued to focus on cost reduction initiatives, vendor
 development and lean inventory management.
 
 Industrial Relations
 
 Industrial relations at all Plants and other establishments continued
 to be cordial through out the year 2012. Various bipartite and
 tripartite settlements were signed by different Plants on issues that
 concerned the management and the workmen in a cordial atmosphere. On
 the expected expiry of the Long Term Settlements in three of the Plants
 on 31.12.2012, the respective Unions have submitted their charter of
 demands, for the consideration of the management, and the same are
 under the active consideration for negotiations along with the
 management proposals.
 
 Information Technology (IT)
 
 The annual assessment of the maturity of IT enabled business processes
 showed further improvement during the year 2012 on all seven dimensions
 - significant improvements in the areas of process organization,
 authorizations, documentation, training and communication.
 
 A portal based solution was implemented to track goods in transit with
 the freight forwarders prior to being received by the customers.
 Electronic Data Interchange (EDI) of customer schedules and advanced
 shipment notifications was implemented with one customer. New IT tools
 and central authorizations concept was implemented which supported the
 purchase group and purchase organization harmonization across the
 region.
 
 An initiative in the Bangalore Plant and corporate areas that focused
 on removal of unwanted and obsolete IT hardware, software and clean up
 of data on central storage achieved significant savings. This was made
 possible with the active involvement and enthusiasm of more than 100
 internal Data Security Partners and more than 1000 IT users.
 
 Change Initiatives Continuous Improvement Process (CIP)
 
 The journey of CIP activities in the Company attained the completion of
 2 decades in the year 2012 and during these 20 years CIP has
 contributed to orient the associates of the Company towards Continuous
 Improvement mindset. Focus on indirect areas has been improved over the
 years with the introduction of LeaderCIP approach in the Company. For
 optimizing repetitive processes (e.g. Machine Ordering Process,
 Recruitment Process, Customer Complaint Resolving Process), VSDiA
 (Value Stream Design in Indirect Areas) as an integral part of
 LeaderCIP, has been gaining a lot of importance since its inception.
 VSDiA has become most sought tool of CIP in 2012 for optimizing
 processes in indirect areas. A direction has been set to apply
 SystemCIP model to bring a clear focus for continuous and proactive
 improvements even in indirect areas to address application of LEAN
 philosophy.
 
 Associate level involvement at lower level is being motivated by means
 of various CIP tools (e.g. Shop Floor CIP, Voluntary Lernstatt Team,
 Waste Elimination Process) and encouraging them to participate in
 internal as well as external competitions. Our CIP teams received
 accolades in the regional competitions. Deep rooted CIP philosophy
 practiced in the Company helped to bring increased amount of savings in
 the difficult year of 2012 in comparison to 2011 by means of systematic
 improvements.
 
 Bosch Production System (BPS)
 
 BPS has been playing a prominent role in the
 
 Company in bringing improvements on the shop- floor by following
 principles and approach of Bosch Production System. To improve upon the
 understanding of associates regarding BPS implementation, 2 days'' BPS
 Basic program has been launched. This program has replaced the earlier
 3 days'' BPS 100 training program inline with the recent
 learning to give focus to implementation related with goal/s
 achievement rather than just addressing the principles of BPS. Further,
 to improve upon the contribution of process planners in the progress
 related with BPS implementation, Leading BPS Plant - Process
 Planners module has been launched.
 
 The assessment methodology being used as part of BPS implementation
 progress has been instrumental in improving important aspects on
 shop-floor for improving BPS implementation maturity in
 conceptualization and execution. Considerable improvements in Leveling,
 Lean Line Design and reduction in Performance losses have been achieved
 in 2012.
 
 Diesel Systems Business Excellence
 
 The Diesel Systems Business Excellence integrates the various cross
 functions in the Plants and aligns them towards meeting the Company''s
 Diesel Systems Business (INDS) Vision and Mission. This has been
 implemented at all the Diesel Systems (DS) manufacturing Plants in
 India viz., Bangalore, Nashik and Jaipur. The Company adopted the
 European Foundation for Quality Management (EFQM) model of Business
 Excellence to improve the organization''s effectiveness in a holistic
 manner.
 
 The Company carries out regular assessments at all Diesel Plants as a
 health check in order to continuously improve the systems and processes
 in its journey towards Business Excellence. Key performance indicators
 are measured to enable the achievement of required results as a cause
 and effect with respect to all the key stakeholders. INDS is striving
 towards institutionalizing a culture of ''Living Business
 Excellence'' as ''Business Excellence at work'' by incorporating the
 same in the INDS Vision & Mission. The strategic measures / targets are
 deployed across Plants & connected corporate functions through Policy
 Deployment process.
 
 INDS has won many accolades in this exciting journey. Diesel Systems,
 India as a business unit was assessed for the first time in 2012 by a
 team of senior management from DS worldwide with an external EFQM lead
 assessor. INDS achieved a milestone equivalent to the EFQM
 ''Recognized for Excellence'' (R4E) level. Bangalore Plant won the
 coveted ''CII- EXIM Bank award for Business Excellence'' in 2009,
 Nashik Plant won the ''CII -EXIM Bank Prize for Business Excellence''
 in 2012 and Jaipur Plant was recognized with ''Significant Achievement
 on Journey towards Business Excellence'' in 2012.
 
 Bosch Vocational Centre
 
 The year 2012 was devoted to intensify training of Associates (workmen
 and staff) and sustaining of our excellence in the field of training in
 the country.
 
 Bosch Vocational Centre conducted and extended its support to various
 programs such as On Job Training, Skill Enhancement Training, CIP & 5S,
 Quality and Safety, Training Program on Mechatronics, Advanced
 Measurement Technique, Pneumatics, Hydraulics & CNC, Need based
 programmes like OHSAS, TPM and Knowledge Sharing Sessions for
 Company''s executives.
 
 BVC being the Best in Class in the country also sustained
 excellence in the field of Vocational Training by increasing tally of
 Gold medal winners to 204. The Company was declared Best
 Establishment in the country for the 44th time.
 
 Awards and Recognition
 
 The Company won several awards, as recognition of the efforts put in by
 the Company:
 
 - ''Overall Silver award'' for vendor performance at the Maruti
 Suzuki India Ltd (MSIL) Vendor Conference held at Bangkok in May 2012.
 
 - ''President''s Award'' conferred by Mahindra and Mahindra on
 Bosch Limited, Diesel Systems for outstanding overall performance for
 the year 2011-12 at the vendor conference held at Prague in May 2012.
 
 - ''Sustainable Initiative on Reusable Packaging Award'' at the
 Cummins Vendor Conference held at Pune in June 2012.
 
 - ''Best Supplier of 2012'' award by New Holland Fiat India (P) Ltd
 (NHFIL) for all-round support given to NHFIL on Fuel Injection Systems
 for TREM3A Tractors.
 
 - ''Car India & Bike India award 2013'' for being the Automobile
 Component Manufacturer of the Year 2013 held at Mumbai in January 2013.
 
 Bosch India Foundation
 
 Bosch India Foundation (BIF), the Trust of the Bosch companies in
 India, was able to reach out to an additional 5,700 youths in 2012. Of
 the two focus areas of Vocational Skill Development and Health care,
 the growth in activity was higher in the area of vocational/ skill
 training. Through 30 new proposals in 2012, BIF was able to start
 activities in new locations such as Pune, Nashik, Kolkatta, Kolar,
 Mysore, Udupi, Hassan, Wayanad and Ernakulam. BIF partnered with 20 new
 NGO''s taking the partnership base to a total of 35. Each partnership
 was of immense value as it helped the BIF to reach out to those
 communities and localities that the NGO''s served and had in-depth
 connection. In 2012, BIF partnerships offered short duration training
 in 32 trades. Three new areas that the Foundation made an entry was in
 supporting vocational training to
 
 i) specially-abled youth 
 
 ii) construction workers and
 
 iii) rural farmers.
 
 Subsidiary Company
 
 As the aggregate assets and income of MICO Trading Pvt. Ltd., as on
 December 31, 2012 is not material, no consolidated financial statements
 under Accounting Standard 21 Consolidated Financial Statements as
 notified under section 211(3C) of the Companies Act, 1956, has been
 prepared.
 
 As required under Section 212 of the Companies Act, 1956, annexed
 hereto are the Audited Statement of Accounts, the Report of the Board
 of Directors and Auditors'' Report for the year ended 31st December
 2012 of MICO Trading Pvt. Ltd.
 
 Directors
 
 Mr. Bhaskar Bhat joined the Board as Additional Director and
 Independent Director with effect from 01.01.2013.
 
 Mr. Bhaskar Bhat, aged 58 years, is a B.Tech (Mechanical Engineering)
 from IIT Madras (1976) and has the Post Graduate Diploma in Management
 from IIM Ahmedabad (1978). He started working as a Management Trainee
 at Godrej & Boyce Manufacturing Company Private Limited in 1978. After
 spending five years in Godrej, he joined the Tata Watch Project which
 was initiated at Tata Press Limited. Since 1983 he has been associated
 with the Tata Watch Project which later became Titan Watches Limited
 and is now Titan Industries Limited. Presently, Mr. Bhaskar Bhat is the
 Managing Director of Titan Industries Limited and is responsible for
 Sales & Marketing, Human Resources, International Business and general
 managerial assignments of the company.
 
 Mr. Bhaskar Bhat is a member of the Governing Council at the T.A. Pai
 Management Institute, Manipal and the SDM Institute of Management and
 Development, Mysore. He was appointed as the Chairperson of the Board
 of Governors at the new National Institute of Technology established at
 Uttarakhand. He received Distinguished Alumnus Award in IIT Madras in
 2008. He was conferred the Qimpro Gold Standard Award for Business in
 February 2010. He won the Most Admired Retail Professional of the year
 2011 at the India Retail Forum 2011 and distinguished Alumnus Award in
 IIM Ahmedabad in November 2011. He was ranked as the 4th CEO in a
 survey conducted by the Business Today, INSEAD and Harvard Business
 Review.
 
 Mr. V.K. Viswanathan retired as Managing Director of the Company with
 effect from the close of office hours on 31.12.2012. However, he
 continues as Director and Vice Chairman of the Board from 01.01.2013.
 
 Dr. Manfred Duernholz ceased to be Joint Managing Director from the
 close of office hours on 31.12.2012 consequent to assuming
 responsibility for leading projects in Diesel Systems, Robert Bosch
 GmbH.
 
 The Board of Directors places on record their deep appreciation of the
 outstanding contributions made by Mr. V.K. Viswanathan and Dr. Manfred
 Duernholz to the growth and profitability of the Company.
 
 With effect from 01.01.2013, the Board of Directors of the Company
 appointed Dr. Steffen Berns as Additional Director and Managing
 Director of the Company responsible for Automotive Aftermarket,
 Starters and Generators, Power Tools, Security Technology, Solar Energy
 & Thermo Technology and Engineering.
 
 Dr. Steffen Berns, aged 50 years, studied Mechanical Engineering at
 Darmstadt Technical University, Germany, and got a Doctorate in
 Engineering from the Technical University of Aachen, Germany. He served
 the Company as General Manager-R&D and OE Sales during the years 1996
 -1998. From 1998 to 1999 he held the position as President of Robert
 Bosch India Ltd. (Presently Robert Bosch Engineering and Business
 Solutions Ltd.).  He then went back to parent company Robert Bosch GmbH
 as Senior Vice- President, Diesel Systems, responsible for Engineering
 Control Units and Sensors and since 2006 as Executive Vice President,
 Gasoline Systems division. He joined the Company from 01.09.2012 and
 became the Managing Director of the Company w.e.f. 01.01.2013.
 
 With effect from 01.01.2013, the Board of Directors of the Company
 appointed Mr. Soumitra Bhattacharya as Additional Director and Joint
 Managing Director of the Company responsible for Finance and
 Administration, IT Co-ordinator and Diesel System Business in India.
 Consequent, to his appointment as Joint Managing Director, Mr.
 Bhattacharya ceased to be Alternate Director to Dr. B. Bohr from the
 close of office hours on 31.12.2012.
 
 Mr. Bhattacharya, aged 52 years, is a graduate in Commerce and a
 Chartered Accountant. He has been associated with the Company since
 1995 and has a valuable experience for over 27 years in the areas of
 Finance, Accounts and entire commercial functions including HR, Legal,
 Tax, systems etc. He served as a Commercial Director of Robert Bosch,
 Turkey. Prior to this assignment he served as Vice President
 responsible for the Commercial and Administration functions at the
 Company''s Plants at Nashik and Jaipur. He worked in Stuttgart,
 Germany, during 1998-99 on deputation to parent company Robert Bosch
 GmbH as General Manager at the Feuerbach Plant. He was Executive
 Director responsible for Finance and Administration of the Company
 until 31.12.2012 and became Joint Managing Director of the Company from
 01.01.2013.  He was also Alternate Director to Dr. B.  Bohr during the
 period from 01.07.2011 to 31.12.2012.  Mr. Bhattacharya is Vice
 Chairman of Confederation of Indian Industry, Karnataka State Council
 and Chairman of the Consumer Affairs and Anti-Counterfeiting Committee
 of Automotive Component Manufactures Association of India.
 
 Names of companies/firms in which Directors of the Company hold/held
 office as Director/Partner are given below:
 
 Dr.A.Hieronimus
 
 - MindTree Ltd. (Vice Chairman)
 
 - Bosch Rexroth AG (Member of Supervisory Board)
 
 Mr.V.K.Viswanathan
 
 - Robert Bosch Engineering and Business Solutions Ltd. (up to 31.12.12)
 
 - Bosch Rexroth (India) Ltd. (up to 31.12.12)
 
 - Bosch Chassis Systems India Ltd.  (up to 31.12.12)
 
 - Bosch Automotive Electronics India Private Ltd.  (up to 31.12.12)
 
 - Bosch Electrical Drives India Private Ltd.  (up to 31.12.12)
 
 - MICO Trading Private Ltd. (up to 31.12.12)
 
 - BSH Household Appliances Mfg. Pvt. Ltd.
 
 - FLSmidth Pvt. Ltd.
 
 - Robert Bosch (Bangladesh)Ltd. (up to 01.02.13)
 
 - Indo-German Chamber of Commerce (President)
 
 - Confederation of Indian Industry (Committee Member, Southern &
 National)
 
 Dr. B. Bohr
 
 - ZF Lenksysteme GmbH (Chairman of Supervisory Board)
 
 Mr. B. Steinruecke
 
 - FAG Bearings India Ltd.
 
 - Zodiac Clothing Company Ltd.
 
 - HDFC ERGO General Insurance Company Ltd.
 
 - Apollo Munich Health Insurance Company Ltd.
 
 - Indo German Chamber of Commerce (Director General)
 
 Mr.B.Muthuraman
 
 - Tata International Ltd.(Chairman)
 
 - Tata Africa Holdings (SA) (Pty) Ltd.(Chairman)
 
 - Tata Steel Ltd. (Vice Chairman)
 
 - Tata Industries Ltd.
 
 - Tata Steel Europe Ltd.
 
 - Tulip UK Holdings No.2 Ltd.
 
 - Tulip UK Holdings No.3 Ltd.
 
 - Tata Incorporated, New York.
 
 - Strategic Energy Technology Systems Ltd.
 
 Mrs. Renu S Karnad
 
 - HDFC Property Ventures Ltd. (Chairperson)
 
 - Credila Financial Services Pvt. Ltd.  (Chairperson)
 
 - HDFC Education and Development Services Pvt. Ltd. (Chairperson)
 
 - Housing Development Finance Corporation Ltd.  (Managing Director)
 
 - HDFC Asset Management Co. Ltd.
 
 - HDFC ERGO General Insurance Co. Ltd.
 
 - HDFC Standard Life Insurance Co. Ltd.
 
 - Credit Information Bureau (India) Ltd.
 
 - GRUH Finance Ltd.
 
 - HDFC Bank Ltd.
 
 - AKZO Nobel India Ltd.
 
 - Indraprastha Medical Corporation Ltd.
 
 - Feedback Infrastructure Services Pvt. Ltd
 
 - G4S Corporate Services (India) Pvt. Ltd.
 
 - Value and Budget Housing Corpn(India)Pvt. Ltd
 
 - Lafarge India Pvt. Ltd.
 
 - EIH Ltd.
 
 - HT Parekh Foundation
 
 - WNS Global Services (P) Ltd.
 
 - HDFC PLC, Maldives
 
 Mr. Prasad Chandran
 
 - BASF India Ltd. (Chairman and Managing Director)
 
 - BASF Asia Pacific (India) Pvt. Ltd. (Chairman)
 
 - BASF Lanka Private Ltd. (Chairman)
 
 - BASF Catalysts (India) Pvt. Ltd.
 
 - BASF Bangladesh Ltd.
 
 - BASF Grameen Ltd.
 
 - Indo German Chamber of Commerce.  (Committee Member)
 
 - Federation of Indian Chamber of Commerce.  (Executive Committee
 Member)
 
 - Bombay Chamber of Commerce and Industry.  (Managing Committee Member)
 
 - The Energy and Resource Institute (Committee Member)
 
 Mr. Bhaskar Bhat (from 01.01.2013)
 
 - Tata Ceramics Ltd. (Chairman)
 
 - Virgin Mobile India Pvt. Ltd. (Chairman)
 
 - Titan Industries Ltd. (Managing Director)
 
 - Titan Properties Ltd.
 
 - Titan International Middle East FZE
 
 - Titan Watches & Jly Intl. (Asia Pacific) Pte. Ltd.
 
 - Titan International Marketing Ltd.
 
 - Trent Ltd.
 
 - Titan Time Products Ltd.
 
 - TA Pai Management Institute, Manipal (Member of Governing Council)
 
 - SDM Institute of Management, Mysore (Member of Governing Council)
 
 - Jain University (Member of academic Council)
 
 - National Institute of Technology, Uttarkahand (Chairman, Board of
 Governance)
 
 - The Titan Foundation for Education (Chairman)
 
 Dr. Manfred Duernholz (up to 31.12.2012)
 
 - MICO Trading Pvt. Ltd. (up to 31.12.12)
 
 Dr. Steffen Berns (from 01.01.2013)
 
 - Robert Bosch Engineering and Business Solutions Ltd.
 
 - Bosch Automotive Electronics India Private Ltd.
 
 - MICO Trading Private Ltd.
 
 - Robert Bosch(Bangladesh)Ltd. (from 01.02.13)
 
 Mr. Soumitra Bhattacharya (from 01.01.2013)
 
 - Bosch Electrical Drives India Private Limited
 
 - MICO Trading Private Limited
 
 - Automotive Component Manufacturers Association of India (Chairman of
 Consumers Affairs and Anti-Counterfeiting Committee)
 
 - Confederation of Indian Industry (Vice - Chairman, Karnataka State
 Council)
 
 Dr. Hieronimus and Mr. B. Steinruecke are liable to retire by rotation
 and offer themselves for re- election.
 
 Dr. Hieronimus, aged 65 years, holds a Diploma in Mathematics from the
 University of Cologne, Germany. He joined Mannesmann AG in 1979 and
 held senior positions responsible for materials management, sales and
 operation planning in the Mannesmann Group companies in Germany. In
 1990, he became a Member of the Management Board of Mannesmann Demag
 Baumaschinen GmbH and later of the Board of Management in Mannesmann
 Rexroth GmbH. From 1997 to April 2001, he was a Member of Executive
 Board of Mannesmann Rexroth AG, Germany and continued in that position
 till August 2003, upon the takeover of Rexroth AG by Robert Bosch GmbH.
 Dr. A. Hieronimus was Managing Director of the Company from 01.09.2003
 and consequent upon assuming new responsibility from 01.02.2008 as
 Chairman of the Board of Directors of Bosch Rexroth AG, he ceased to be
 the Managing Director of the Company from 01.02.2008. The Board of
 Directors appointed Dr. A Hieronimus as Chairman of the Company from
 01.02.2008. Dr. Hieronimus holds 640 shares in the Company. He is a
 member of Audit Committee and Shareholders''/Investors'' Grievance
 Committee of the Company. He is also the Chairman of the
 Shareholders''/ Investors'' Grievance Committee and a member of the
 Audit Committee in MindTree Limited.
 
 Mr. B. Steinruecke, aged 57 years, studied Law and Economics in Vienna,
 Bonn, Geneva and Heidelberg.  He has a Law degree from the University
 of Heidelberg and passed the Bar Examination of the High Court of
 Hamburg. He worked with Coopers and Lybrand, Hamburg before joining
 Deutsche Bank in 1984 and rose to become General Manager of the Mumbai
 Branch and Joint Chief Executive Officer of Bank''s operations in
 India. Later, he became the Managing Partner and Speaker of the Board
 of the ABC Privatkunden-Bank, Berlin. In July 2003, he became the
 Director General of Indo -German Chamber of Commerce. Mr. Steinruecke
 is an Independent Director of the Company, Chairman of
 Shareholders''/Investors'' Grievance Committee, member of Audit
 Committee, Remuneration Committee and the Share Transfer Committee of
 the Board. He does not hold any shares in the Company.
 
 Particulars of Employees
 
 Information in accordance with the provisions of Section 217(2A) of the
 Companies Act, 1956, read with Companies (Particulars of Employees)
 Rules, 1975, as amended, forms part of this Report. However, as per
 provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this
 Report and Accounts are being sent to the Shareholders of the Company
 excluding the Statement of Particulars of Employees under Section
 217(2A) of the Companies Act, 1956. Any shareholder interested in
 obtaining a copy of the said Statement may write to the Company
 Secretary at the Registered Office of the Company and the same will be
 sent by post.
 
 Corporate Governance
 
 A Report on Corporate Governance approved by the Board of Directors of
 the Company and a certificate from the Practicing Company Secretary is
 set out in the Annexure to the Directors'' Report. The Company has
 fully complied with the Corporate Governance practices specified under
 the Companies Act, 1956, and the listing agreement with the Stock
 Exchanges.
 
 A Code of Conduct for Directors and Senior Management, Code of Conduct
 for Prevention of Insider Trading, Whistle Blower Policy, Rules and
 Regulations of Service Conduct for Managerial and Superintending Staff,
 Code of Business Conduct etc., effectively support the Corporate
 Governance processes.
 
 A Management Discussion and Analysis Report also accompany this report.
 
 Business Responsibility
 
 Pursuant to clause 55 of the listing agreement, listed companies are
 required to submit Business Responsibility Report as part of their
 annual report covering the principles enunciated in the said clause.
 Accordingly, a report on Business Responsibility is set out in the
 annexure to this Directors'' Report. The report covers all activities
 connected with Corporate Social Responsibility undertaken by the
 Company in the year 2012.
 
 Energy, Technology, Foreign Exchange, etc.
 
 The report in respect of conservation of energy, technology absorption,
 foreign exchange earnings and outgo, as required under Section
 217(1)(e) read with The Company''s (Disclosure of Particulars in the
 
 Report of Board of Directors) Rules, 1988, is set out in the Annexure
 to the Directors'' Report.
 
 Auditors
 
 M/s. Price Waterhouse & Co., Bangalore, (Regn. No. 007567S) Chartered
 Accountants, the retiring auditors, are eligible for re-appointment.
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of
 Directors report that:
 
 - In the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures, if any.
 
 - Accounting policies have been selected and applied consistently and
 the judgments and estimates 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 or loss 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 a going concern basis.
 
 Acknowledgements
 
 The Directors express their gratitude to the Central Government and the
 State Governments of Karnataka, Maharashtra, Rajasthan and Goa for the
 support given to the Company. The Directors also thank all customers,
 dealers, suppliers, financial institutions and banks, members and
 others connected with the business of the Company for their
 co-operation.
 
                          For and on behalf of the Board of Directors
 
 Bangalore                                          Albert Hieronimus
 
 27th February 2013                                          Chairman