The Board of Directors have pleasure in presenting the 27th Annual
 Report and Audited statement of Accounts for the year ended 31st
 December 2011 together with the Auditors'' Report.
 
 FINANCIAL RESULTS
 
                                                           (Rs.in ''ooo)
 
 Description                                         2011         2010
 
 Sales & Service                                1,539,853    1,076,365 
 
 Profit before depreciation, tax
 & financial charges                              369,671      251,294
 
 Less: Depreciation                                21,935       18,009
 
 Less: Interest                                       525          332 
 
 Less: Provision for taxation 
 (net of deferred tax)                            120,553        81,92
 
 PROFIT AFTER TAXATION                            226,658      151,030
 
 Add: Profit & Loss account Balance b/f            385453       234423
 
 PROFIT AVAILABLE FOR APPROPRIATION               612,111       385453 
 
 APPROPRIATION:
 
 Amount transferred to General Reserves            59,602          NIL
 
 Proposed Dividend & Tax thereon                  351,040          NIL
 
 Balance in Profit &  Loss Account                201,469       385453
 
 DIVIDEND
 
 After the severe market drop from End Y2008 till Mid Y2009, your
 Company had been preserving cash as a precaution against any potential
 double dip recession in the global economy and its extended effect on
 the Company''s business in India. However, in view of the sharp rise in
 the Company''s performance since Y2009, and also based on the good
 initial market response for the new products being introduced by your
 Company in recent years, there is improved business confidence now. The
 Board of Directors, therefore, recommends an exceptional dividend of
 Rs. 200 per equity share of Rs. 10 each (2000 ACU-).
 
 PERFORMANCE OF THE COMPANY
 
 The sharp recovery of the Indian Industry since the last quarter Y2009,
 kept accelerating and almost peaked till the mid ofY20ii. This led to a
 record order intake of about Rs.150 Crores by your Company during
 Y2011. Your Company was also able to scale up its operations
 substantially to meet with this high demand successfully.
 
 Year-on-year Sales rose by 43 ACU-, while PBT rose by 49 ACU-. High
 Inflation both Materials  ACY- Salaries - has been a challenge for all
 Indian companies in 2011, but your Company was able to offset the
 inflation impact - at least in part - through Product Mix  ACY-
 Pricing.
 
 A significant part of the Management efforts was to keep scaling up -
 both in terms of internal output  ACY- external vendor base development -
 as demand remained high during the year. The success of these efforts
 was evident with the very sharp rise in the last two quarters
 performance.
 
 CORPORATE GOVERNANCE
 
 In compliance with the listing agreement with the Stock Exchange, your
 Board has adhered to the Corporate Governance Code. All the requisite
 Committees are functioning in line with the guidelines and on
 operational need basis.
 
 As reported earlier, a reputed firm of independent Chartered
 Accountants has been carrying out the responsibilities of Internal
 Auditors and periodically they have been reporting their findings of
 systems, procedures and management practices. A separate note on
 Corporate Governance is included in this Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Your Directors confirm as follows: 
 
 (a) The Statement of Accounts has been prepared in conformity with
 appropriate Accounting Standards.
 
 (b) Accounting policies have been selected and consistently applied so
 as to give a true and fair view of the financial statements Change in
 Accounting Policy and its impact on financial statements are disclosed
 separately as required under relevant Accounting Standards.
 
 (c) Internal controls are in place to provide reasonable assurance and
 reliability of the accounting records and to safeguard the assets of
 the Company and also to detect fraud and other irregularities, if any.
 
 A reputed independent accounting firm acts as Internal Auditors of your
 Company and they conduct regular audits.
 
 (d) The Directors are satisfied that the Company has enough resources
 to carry on business and therefore have finalized the accounts as a
 going concern.
 
 CONSERVATION OF ENERGY
 
 Your Company gives high priority for conservation of energy through
 better supervision and training of employees to economize the usage of
 electricity.
 
 RESEARCH AND DEVELOPMENT. TECHNOLOGY, ABSORPTION, ADAPTATION  ACY-
 INNOVATION
 
 Your Company has been continuously seeking and adapting new technology
 from principals in order to develop skills locally and meet specific
 needs of Indian and global customers.
 
 Personnel at all levels are routinely sent to Principals'' factories and
 design offices abroad for training and for updating their skills.
 
 FOREIGN EXCHANGE EARNINGS AND OUTFLOW
 
 The Company earned Rs.160.34 (Rs.1n.14l Million in foreign exchange and
 expended Rs. 175.88 (Rs.97.06) Million in foreign exchange during the
 year under review.
 
 INDUSTRIAL RELATIONS
 
 Industrial relations have been cordial and constructive, which have
 helped your Company to achieve production targets.
 
 PERSONNEL
 
 Particulars of employees as required under Section 217I2A) of the
 Companies Act, 1956, read with the Companies (Particulars of Employees)
 Rules 1975 are given in the Annexure forming part of the Report.
 
 DIRECTORS
 
 In terms of the provisions of the Companies Act, 1956 and the Articles
 of Association of the Company, Mr. Sanjay Arte, retires by rotation at
 the forthcoming Annual General Meeting and is eligible for
 reappointment.
 
 AUDITORS
 
 The Auditors, Messrs. M. K. Dandeker  ACY- Co., Chartered Accountants,
 Chennai, retire at the ensuing Annual General Meeting. The Company has
 received a certificate under Section 224 -i(B) of the Companies Act,
 1956 from Messrs. M. K. Dandeker  ACY- Co., Chartered Accountants, that
 their appointment would be within the limits specified therein.
 
 Your Directors recommend their appointment.
 
 ACKNOWLEDGEMENT
 
 The Directors place on record their appreciation for valuable
 contribution made by employees at all levels, active support and
 encouragement received from Government of India, Government of
 Karnataka, Company''s Bankers, Customers, Principals and Business
 Associates.
 
 Your Directors also recognize the continued support extended by all the
 Shareholders and gratefully acknowledge with a firm belief that the
 support and trust wi1l continue in the future also.
 
                             For and on behalf of the Board of Directors
 
 Place: Bangalore                Deepa Hingorani       Viraj Naidu
 
 Date: 29.02.2012                   Director          Managing Director