The Directors have pleasure in presenting their FIFTY- NINTH Annual
 Report together with the Audited Statement of Accounts for the year
 ended 31st December 2010.
 
 Financial Results
 
 The following are the financial results:
 
                                                      (Rs. Million)
 
                                                2010          2009
 
 Net Sales (excluding recovery
 of duties and taxes)                        66,305.0      47,497.7
 
 Of which Export Sales                        8,460.7       5,854.6
 
 Profit before tax                           12,027.9       7,934.1
 
 Less: Provision for tax                      3,660.0       2,495.5
 
 Add: Deferred tax and tax
 adjustments relating to earlier years          221.1         467.8
 
 Profit after tax                             8,589.0       5,906.4
 
 Appropriations:
 
 Capital Redemption Reserve                                     6.3
 
 Dividend:
 
 Dividend recommended
 at Rs.40 per share
 (previous year: Rs.30 per share)             1,255.9         941.9
 
 Tax on Dividend                                208.6         160.1
 
 General Reserve                              3,750.0       4,500.0
 
 Capital Reserve                                  0.6          35.4
 
 Dividend and Dividend Tax
 thereon write back relating
 to previous year                                (3.6)        (14.7)
 
 Balance carried forward                      3,377.5         277.4
 
 Total                                        8,589.0       5,906.4
 
 Net sales for the year 2010 grew by 39.6%. The Profit Before Tax (PBT)
 in 2010 as a percentage of net sales was at 18.1% as compared to 16.7%
 in 2009. The Profit After Tax (PAT) as a percentage of net sales was
 13.0% in 2010 as against 12.4% in 2009.
 
 Material costs as a percentage to sales increased to 54.3% in 2010 as
 compared to 53.7% in 2009.
 
 Overall, the Profit Before Interest, Depreciation and Taxes, for the
 year shows an increase of 38.9% over the previous year.
 
 Investments
 
 Capital investment during 2010 was higher than previous year, at
 Rs.3,021 mio. as against Rs. 1,446 mio. in 2009.
 
 Dividend
 
 The Board of Directors recommend a dividend of Rs.40 per equity share
 for 2010 as against a dividend of Rs.30 per equity share in 2009.
 
 Business Situation
 
 The upswing in the Indian automotive industry which began in the second
 half of the year 2009 continued in 2010 as well. Indias fast growing
 middle class segment coupled with soaring demand from rural areas
 created a very buoyant market in 2010, resulting in all business units
 attaining an all-time high production and sales volumes. New model
 launches and easy financing options were the other key drivers that
 helped to achieve a higher growth trajectory in 2010.
 
 All segments, be it commercial vehicles, passenger cars or tractors,
 posted strong double digit growth levels. Leading the pack, was the
 Medium and Heavy Commercial Vehicle segment which recorded a growth of
 70% over 2009. Light Commercial Vehicle and Passenger Car segments
 which were the first to recover post the stimulus packages announced by
 the Government of India in 2009, continued their robust performance in
 2010 with 44% and 30% growth respectively. The tractor segment crossed
 the half a million production mark. This segment registered a growth of
 29% over the year 2009.
 
 As a result, our Company performed exceedingly well with sales from the
 automotive segment growing by 41.5% and Exports recording the best ever
 performance at Rs.8,461 million with a growth of 44.5% over 2009.
 
 Our non-automotive businesses grew by 26.6% in 2010 compared to 2009.
 This can be mainly attributed to growth in the Power Tools, Security
 Technology and Machine Building divisions.
 
 Automotive Technology
 
 Diesel Systems business grew by a significant 51.9% in the year 2010,
 recording an all time high sales.  This phenomenal growth was driven
 primarily by the robust demand in the Medium / Heavy Commercial Vehicle
 and Tractor segments.
 
 The Bharat Stage 3 (BS3) and Bharat Stage 4 (BS4) emission norms were
 also introduced in 2010 and our Company was closely associated with all
 OEMs for effective, timely and smooth transition.
 
 One of the major highlights of the division was the successful
 introduction of inline fuel injection pumps for Medium duty Commercial
 Vehicle applications meeting BS3 emission norms. The year also saw the
 introduction ofValue-Line Common Rail Systems for Medium duty
 Commercial Vehicle applications.  These unique products are a clear
 testimony to the Companys strong innovative culture and its focus on
 providing value to the customers.
 
 Gasoline Systems business achieved a growth of
 
 60.9% in the year 2010. The key highlights of the division were the
 development of Engine Manage- ment Systems for two wheelers and Low
 Priced Vehicles. As a firm commitment to providing local development
 and application support, the division focused on heightened R&D
 infrastructure build up.
 
 Starter Motors and Generators business witnessed a growth of 12.2% in
 the year 2010 over 2009. The division was successful in acquiring many
 new projects. A new product HX87 Starter Motor was launched for
 Commercial Vehicle applications.
 
 The Automotive Aftermarket division registered an impressive growth of
 24% in the year 2010. This success was achieved primarily on account of
 expansion of product and customer portfolio, widened distribution
 network, effective channel management and innovative customer binding
 programmes.
 
 The division expanded its presence pan India, taking the number of
 workshops to 1963 outlets in 2010 as compared to 1600 workshops in
 2009. Another key highlight was the introduction of 500th Bosch Car
 Service outlet. With this, Bosch Car Service has become one of the
 largest distributor and service networks in the automotive market in
 the country.
 
 Industrial Technology
 
 Packaging Technology (Verna Plant)
 
 The year 2010 saw many challenges in Packaging Technology business with
 postponed customer projects and increased competition in general.
 Despite these market dynamics, the division achieved a growth of 6.2%
 in the year 2010 over 2009.
 
 Significant improvements in design quality and dedicated engineering
 efforts have resulted in the reduction of design lead time and cost
 optimization.  The division successfully launched Transwrap 1650 and
 High speed cup doser machine in Chocolate and Confectionery segment.
 
 The division sold a record 24 Nos. BVK 2000 candy wrappers in the year
 2010, as well as bagging the first order for sale of this machine in
 the African market.  It also executed the first commercial order for
 Pharmaceutical machine for the overseas market.
 
 Industrial Equipment
 
 The Industrial Equipment division posted a positive growth of 6% in the
 year 2010 after a de-growth in the previous year. This was mainly
 driven by capital investments within our Company and our external
 customers.
 
 New product launches such as Bosch Vertical Machining Centre, BeAT 40
 and assembly lines for key and core processes in the manufacture of
 diesel and gasoline fuel injection systems were the major highlights of
 the division.
 
 Consumer Goods and Building Technology Power tools
 
 The Power Tools business recorded a strong growth of 28.3% in the year
 2010 and maintained a robust pace of growth higher than that of
 construction and infrastructure sectors in India.
 
 The division launched the full range of Lawn and Garden Tools including
 the Hedge Cutter and Lithium Ion Lawn Mower. To capitalise on the
 potential in the infrastructure segment, the division also launched the
 I&I (Industrial & Institutional) concept which caters to the needs of
 these segments along with the FATS (Fischer-Accessories-Tools-Spares)
 concept to provide comprehensive construction solutions to the thriving
 infrastructure sector.
 
 Localization was one of the core focus areas of the division.
 Production of 2kg Hammer was started in 2010 at the Bosch Power Tools
 Plant in Bangalore.  This is the 3rd Plant in the Bosch Power Tool
 World to manufacture these kinds of hammers. The division launched the
 first Fischer Exclusive Store at Hyderabad to provide anchoring
 solutions.
 
 The division also supplied tightening system solutions to the major
 automotive OEMs in India and specialized power tools and anchoring
 solutions for a major metro rail projects.
 
 Security Technology
 
 The Security Technology business achieved a 19.8% growth in the year
 2010 compared to 2009. The division was successful in implementing the
 Professional Sound System at the Jawaharlal Nehru Stadium for the
 Common Wealth Games held in New Delhi. The Company is also successfully
 implementing the Video Surveillance System for a major Metro Rail
 project.
 
 Another key highlight of the division was the launch of Bosch Security
 Training Academy. The state-of- the-art demo and training center was
 set up at Bangalore. This training academy aims to bring the highest
 level of manufacturer training to the industry, to improve product
 knowledge, its application and awareness.
 
 Competition and challenges in our business sectors
 
 Our Company will continue to expand its product portfolio, deploy its
 resources towards developing innovative technologies and market
 relevant products with a view to take on the challenges arising from
 competition both locally and globally.
 
 Focus on increasing productivity, achieving cost competitiveness in all
 areas, efficient utilization of resources and customer centric
 initiatives will be accorded paramount importance.
 
 While the year 2010 saw an exhilarating pace in our operations, 2011
 will see more dynamic activity across business spheres. With innovative
 and market relevant products, we shall strive to be successful in
 converting business potential into profitable growth and secure the
 leadership position of our Company.
 
 Plants Bangalore
 
 Bangalore Plant attained the highest production levels in all its value
 streams viz., Inline Pumps, Elements, Delivery Valves and Glow Plugs,
 in the year 2010.
 
 The Plant added new generation products with the start of production of
 the Rail which is part of the Common Rail system. A-Pump (Inline Pump)
 which has been the main line product for the Plant since its inception
 in 1951, has extended the life of the product further with the launch
 of A4000 variant which conforms to BS3 norms.
 
 Nashik
 
 Nashik Plant has achieved the highest production levels of Nozzle
 Holder assembly, DSLA Nozzle and Common Rail Injector.
 
 The Plant was honored with CII-EXIM Banks Commendation for
 significant achievements in Business Excellence for the year 2010.
 
 Jaipur
 
 Jaipur Plant rolled out its 3 millionth VE Pump in the year 2010
 alongside achieving highest production levels since its inception in
 1999. With focused effort, the Plant was able to ensure seamless
 transition from BS2 to BS3 norms by supporting OE customers efficiently
 with respect to product mix and call-off schedules.
 
 The Plant won the first prize from Rajasthan Government for Energy
 Conversation in the automotive segment.
 
 Naganathapura
 
 In the year 2010, the Plant has expanded its product portfolio by
 setting up a new hangar for the manufacture of Gasoline Systems.
 
 The Plant has obtained BS OHSAS 18001 certification from TUV-Nord for
 having implemented the new Occupational Safety and Management System
 keeping in mind the safety of associates.
 
 Information Technology (IT)
 
 The Companys IT systems and processes are periodically audited to
 ensure adequacy of Information Security and controls for
 Authorizations.
 
 The Automotive Aftermarket division of the Company migrated its
 business operations to an SAP system to meet the increasing and varying
 needs of its business for optimized support of the retail business.
 
 Change Initiatives
 
 Continuous Improvement Program (CIP)
 
 In 2010, a more methodical approach of CIP was adopted through
 involvement of leaders, known as LeaderCIP. It is a structured
 improvement process that works with the goal of excellence in
 controlling everyday work, thereby increasing the value contribution.
 The program attained a multifold growth in support functions in 2010
 and provided a platform for leaders and associates to address issues
 through many CIP workshops, laying the foundation for sustainable
 development. Along with this, a new approach called VSDiA - Value
 Stream Design in Indirect Areas, applying Lean (waste elimination)
 philosophy in indirect processes has immensely helped in identifying
 and eliminating Non-value adding activities.
 
 While indirect functions benefitted from LeaderCIP and VSDiA, CIP for
 direct functions resulted in many problems being solved through the
 Shop Floor CIP drive. In the year 2010, associate involvement in
 improvements also increased through Team Oriented Production (TOP) and
 Voluntary Lernstatt teams. Our associates participated in regional,
 national & international competitions and won accolades for the
 Company.
 
 Bosch Production System (BPS)
 
 BPS, a time tested and proven model at Bosch, can be successfully
 implemented through continuous improvements. The BPS has 8 guiding
 principles and supporting implementable tools called elements.  The
 main focus in 2010 was to align the BPS principles and its elements
 with the business objectives.  The measurement of overall effectiveness
 of BPS implementation was improved from audit orientation to system
 maturity and business penetration. The two supportive strategies viz.,
 BPS leadership trainings and New BPS Assessment model helped align
 value stream culture with business Key Performance Indicators (KPIs).
 
 The BPS focus is now being extended to our business partners with an
 aim to holistically improve the entire value chain. Project
 Transform1 has been launched with our key component suppliers to
 improve their operational efficiencies through training and
 implementing lean concepts.
 
 Deployment of Business Excellence (OBE)
 
 Deployment of Business Excellence (DBE) in our Diesel Systems business
 led to improvements in leadership aspects, strategy management, people
 engagement, process orientation, resource management and eventually
 business results. DBE is facilitating the organization to align all its
 functions towards the Companys vision and mission. This management
 concept places a strong emphasis on meeting all stakeholders
 expectations.
 
 While the Bangalore Plant (Diesel Systems) was awarded the CII-EXIM
 Bank award for business excellence based on the European Foundation for
 Quality Management (EFQM) model in 2009, the Companys Nashik Plant has
 been honored with CII -EXIM Bank Commendation for significant
 achievements in Business Excellence for the year 2010.
 
 Bosch Vocational Centre
 
 The Company has always emphasized on skills development and has
 believed in keeping in pace with the latest technological advancements.
 The focus on overall development of skill sets has resulted into a
 comprehensive and an intensive training programme under the aegis of
 the Bosch Vocational Centre (BVC). The training is designed in
 accordance with the Bosch guidelines to develop the skills and
 technical knowledge of the employees. With the multicraft approach, the
 emphasis is on practical hands on training.
 
 BVC crossed a milestone by winning 7 Gold Medals at the 83rd All India
 Competition for Apprentices. The present medal tally is at 182 gold
 medals. BVC received the Best Establishment Award for the 40th time.
 BVC also continuously invests in upgrading facilities and
 infrastructure to maintain high standards of training.
 
 Awards and Recognition
 
 The Company received several awards and recognitions for its
 achievements:
 
 - Mahindra & Mahindra Best Performance Award 2009-10 for product
 development.
 
 - Overall Excellence Award conferred by Maruti Suzuki India Limited for
 Vendor Performance.
 
 - Par Excellence Trophy Award from Quality Circle Forum of India for
 Naganathapura and Jaipur Plants.
 
 - Gold Award from M/s Bajaj Auto for meeting the quality and delivery
 targets.
 
 - Award from M/s Volvo Eicher for outstanding contribution to Supply
 Chain Management.
 
 - Excellence in Technology Award from Tata Motors at National Vendor
 Meet.
 
 Dematerialization of shares
 
 Of the 28.82% shares held by the public, 27.74% shares have been
 dematerialized as on 31.01.2011.
 
 Members holding shares in physical form are advised to dematerialize
 their shares to avoid the risks associated with the physical holding of
 such share certificates.
 
 Bosch India Foundation
 
 Bosch India Foundation, in its continued effort to serve the
 underprivileged sections of the society, initiated over 15 different
 projects in the fields of vocational training and health program during
 the year 2010. The programs were conducted with active participation of
 Bosch Associates across four cities viz., Bangalore, Pune, Ahmedabad
 and Coimbatore.  One of the new projects introduced was the training
 for Fitter, Electrician, CNC mechanics and Mobile set repairers. Around
 1200 underprivileged youths have benefitted from the program so far.
 Also conducted was the Health awareness for women and children in slums
 through radio communication.
 
 Industrial Relations
 
 Industrial relations at all Plants and other establishments continued
 to be cordial. Long term productivity linked wages settlement for a
 four year period (2009 - 2012) was signed at 4 Plants of the Company.
 The Directors place on record their deep appreciation of the sincere
 and dedicated teamwork by employees at all levels to meet the quality,
 cost and delivery expectations of our customers in a growing market.
 
 Subsidiary Companies
 
 As the aggregate assets and income of MICO Trading Pvt. Ltd., as on
 31st December 2010 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 2010
 of MICO Trading Pvt. Ltd.
 
 Directors
 
 Names of companies/firms in which Directors of the Company hold/held
 office as Director/Partner are given below:
 
 Or. A. Hieronimus
 
 - Mind Tree Ltd.
 
 -    Bosch Rexroth AG (Member of the Board)
 (from 01.01.2011)
 
 Dr. B. Bohr
 
 -    Robert Bosch GmbH, Germany.
 (Member of the Board)
 
 -    ZF Lenksysteme GmbH
 
 (Member of Supervisory Board)
 
 ¦ Mr. B. Steinruecke
 
 - Indo German Chamber of Commerce.  (Director General)
 
 - FAG Bearings India Ltd.
 
 - Zodiac Clothing Company Ltd.
 
 - HDFC ERGO General Insurance Company Ltd.
 
 - Apollo Munich Health Insurance Company Ltd.
 
 Mr. B. Muthuraman
 
 - Tata Steel Ltd. (Vice Chairman)
 
 - Tata International Ltd.( Chairman)
 
 - Tata Incorporated, New York.
 
 - Tata Industries Ltd.
 
 - Tata Steel Global Minerals Holdings Pte. Ltd.
 
 - Tata Steel Europe Ltd.
 
 - Tulip UK Holdings No.2 Ltd.
 
 - Tulip UK Holdings No.3 Ltd.
 
 - National Institute of Technology, Jamshedpur (Chairman)
 
 - Xavier Labour Relations Institute, Jamshedpur (Chairman, Board of
 Governors)
 
 - Indian Institute of Technology, Khargpur (Chairman, Board of
 Governors)
 
 - Strategic Energy Technology Systems Pvt Ltd.
 
 - Tata Africa Holdings (SA) (Pty) Ltd.
 
 Mrs. Renu S Karnad
 
 - Housing Development Finance Corporation Ltd. (Managing Director)
 
 - Credit Information Bureau (India) Ltd.
 
 - GRUH Finance Ltd.
 
 - HDFC Asset Management Co. Ltd.
 
 - HDFC ERGO General Insurance Co. Ltd.
 
 - HDFC Property Ventures Ltd. (Chairperson)
 
 - HDFC Standard Life Insurance Co. Ltd.
 
 - HDFC Venture Capital Ltd.
 
 - Indraprastha Medical Corporation Ltd.
 
 - Sparsh BPO Services Ltd.
 
 - HDFC Sales Pvt. Ltd. (Chairperson)
 
 - Feedback Ventures Pvt Ltd.
 
 - G4S Corporate Services (India) Pvt. Ltd.
 
 - Transunion LLC, Chicago.
 
 - HDFC PLC, Maldives.
 
 - Value and Budget Housing Corporation (India) Pvt. Ltd.
 
 - Credila Financial Services Private Limited.  (Chairperson)
 
 - HDFC Bank Ltd. (from 27.01.2011).
 
 - AKZO Nobel India Limited.
 
 Mr. Prasad Chandran
 
 - BASF India Ltd. (Chairman and Managing Director)
 
 - BASF Polyurethanes India Ltd.  (Chairman and Managing Director)
 
 - BASF Construction Chemicals (India) Pvt. Ltd. (Chairman)
 
 - BASF Coatings (India) Pvt. Ltd.(Chairman)
 
 - BASF Asia Pacific (India) Pvt. Ltd. (Chairman)
 
 - BASF Catalysts (India) Pvt. Ltd.
 
 - BASF Lanka (Private) Limited, Sri Lanka.
 
 - BASF Pakistan (Private) Ltd.
 
 - BASF Bangladesh Ltd.
 
 - BASF Grameen Ltd.
 
 - Styrolution India Private Ltd. (Chairman)
 
 - 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 (TERI).  (Committee Member)
 
 Mr. V. K. Viswanathan
 
 - Robert Bosch Engineering and Business Solutions Ltd. (Chairman)
 
 - Bosch Chassis Systems India Ltd.
 
 - MICO Trading Pvt. Ltd.
 
 - Bosch Rexroth (India) Ltd. (Chairman)
 
 - Bosch Electrical Drives India Pvt. Ltd.
 
 - Bosch Automotive Electronics India Pvt. Ltd.  (Chairman)
 
 - BSH Home Appliances Pvt. Ltd.
 
 - Hagglunds Drives (India) Pvt. Ltd.
 
 - Indo German Chamber of Commerce.  (Committee Member)
 
 Dr. Manfred Duernholz
 
 - MICO Trading Pvt. Ltd.
 
 Mr. B. Steinruecke, Dr. B. Bohr, and Mr. B. Muthuraman are liable to
 retire by rotation and offer themselves for re-election.
 
 Mr. B. Steinruecke, 55, 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 Banks 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.
 
 Dr. B. Bohr, 54, holds a Diploma in Production Engineering and a
 Doctorate in Engineering from the University of Aachen, Germany. He
 joined Robert Bosch, GmbH, Reutlingen, in Production Engineering in
 1983 and held several positions such as Manager (Production
 Engineering): Manager (Product Planning): Managing Director
 (Manufacturing), Nippon ABS Ltd., Japan: Executive Vice President
 (Manufacturing), Semiconductors and Electronic Control Unit Division;
 Executive Vice President (Development worldwide), ABS and Braking
 Systems Division. In 1999, he became a Deputy Member of the Board of
 Management of Robert Bosch GmbH and a Member of the Board of Management
 of Robert Bosch GmbH in 2001. He has corporate responsibilities for
 Automotive Group, Automotive Systems Integration and Quality
 Management, divisional responsibility for Gasoline, Diesel Systems,
 Chassis Systems, Brakes and Control and Steering Systems with regional
 responsibility for India.
 
 Mr. Muthuraman, 66, holds degree in Metallurgical Engineering from
 Indian Institute of Technology (IIT), Madras and Masters Degree in
 Business Administration from Xavier Labour Relations Institute (XLRI),
 Jamshedpur. Mr. Muthuraman joined Tata Steel as a Graduate Trainee in
 1966 and worked in the areas of Iron-making and Engineering Development
 for 10 years. Thereafter he moved to Marketing and Sales Division and
 rose to the position of Vice President. He was appointed Executive
 Director (Special Projects) in August 2000 and contributed as change
 Manager for the major diversification projects of Tata Steel. He was
 appointed Managing Director of Tata Steel in July 2001. He is currently
 the Vice Chairman of Tata Steel Ltd. Mr. Muthuraman is an Independent
 Director of the Company, member of Audit Committee, Remuneration
 Committee, Investment Committee and the Share Transfer Committee of the
 Board.
 
 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(l)(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(2
 A) 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 aifd 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 &
 Regulations of Service Conduct for Managerial & Superintending Staff,
 Code of Business Conduct etc., effectively support the Corporate
 Governance processes.
 
 A Management Discussion and Analysis Report also accompany this report.
 
 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(l)(e) read with The Companys (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., 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
 
 28,th February 2011                                     Chairman