The Board of Directors have pleasure in presenting the 28th Annual
 Report and Audited statement of Accounts for the year ended 31st
 December, 2012 together with the Auditors'' Report.
 
 FINANCIAL RESULTS
 
                                                        (Rs.in ''000)
 
 Description                                      2012           2011
 
 Sales & Service                             1,512,936      1,539,853
 
 Profit before depreciation, tax &
 financial charges                             305,070        369,671
 
 Less: Depreciation                             32,132         21,935
 
 Less: Interest                                    442            525 
 
 Less: Provision for taxation
 (net of deferred tax)                          84,119        120,553
 
 PROFIT AFTER TAXATION                         188,377        226,658
 
 Add: Profit & Loss account Balance b/f        201,469        385,453
 
 PROFIT AVAILABLE FOR APPROPRIATION            389,846        612,111 
 
 APPROPRIATION:
 
 Amount transferred to General Reserves         18,837         59,602
 
 Proposed Dividend & Tax thereon                 4,388        351,040
 
 Balance in Profit & Loss Account              366,621        201,469
 
 DIVIDEND
 
 In an overall low market in Y2012, your Company was still able to
 retain its top line - mainly due to the successful introduction of some
 major new products & markets, over the last few years. However,
 inflation took an impact on the bottom-line. While the high opening
 backlog for Y2013 gives a good sign of growth again - subject to the
 Indian Markets recovering in Y2013 - the Company has also initiated
 focus projects, for reducing costs & increasing efficiencies. Against
 this background, the Board of Directors, recommend a dividend of
 Rs.2.50/- per Equity Share of Rs.10.00/- each (i.e. 25%).
 
 PERFORMANCE OF THE COMPANY
 
 After the sharp recovery of the Indian Industry since the last quarter
 Y2009, and subsequent acceleration in Y2010 & Y2011, the Company could
 clearly see the slowdown hitting again from End Y2011. The major
 customer segment - foundries - ran at a much lower capacity utilization
 levels throughout Y2012 and this still continues in Q1-2013. The slump
 across the entire Automotive sector - with severe drop in heavy trucks
 - is very significant. Capital Goods Industry - like your Company -
 normally drops sharply in such a market situation, mainly because the
 fresh capacity expansions slow down very suddenly. However, with the
 continued focus of the Norican Group (the parent entity of DISA &
 Wheelabrator Groups worldwide) on New Product Introductions through
 your local company, your Company could still hold our topline sales in
 Y2012. Actually, throughout the year the Company had sluggish pick up
 of ready equipment from the customers, which were pushed out finally in
 the last quarter. Y2012 Revenues thus ended at Rs. 152 Crores, against
 Rs.154 Crores of Y2011. Operating Profit declined from Rs.32 Crores in
 Y2011 to Rs.27 Crores in Y2012 - mainly due to Inflation in Salaries &
 Expenses. Any major Material Cost Inflation was however avoided by
 product mix & control.
 
 Success of the New Products / Markets focus is now evident in the fact
 that your Company had the Record Highest Order Intake of Rs.192 Crores
 in Y2012 - the previous highest was Rs.148 Crores in Y2011. Almost
 1/3rd of the Order Intake is on account of New Products / Markets
 introduced in the last 4-5 years. This also led to the Record Highest
 Opening Order Backlog of Rs.105 Crores for Y2013 - up by nearly 60% on
 the previous year''s opening backlog of Rs.66 Crores.
 
 GROUP COMPANIES
 
 Persons constituting Group coming within the definition of Group as
 defined in the Monopolies and Restrictive Trade Practices Act, 1969
 include the following:
 
 S.No.  Name of the Company
 
 1      Norican Holdings ApS (Denmark)
 
 2      Norican Group ApS (Denmark)
 
 3      DISA Holding A/S (Denmark)
 
 4      DISA Holding II A/S (Denmark)
 
 5      DISA Holding AG (Switzerland)
 
 6      DISA Holding LLC (Michigan USA)
 
 7      DISA Industries A/S (Denmark)
 
 8      DISA Industrie AG (Switzerland)
 
 9      DISA Industries, Inc. (Illinois, USA)
 
 10     DISA Industries s.r.o. (Czech Republic)
 
 11     DISA Industrienlagen GmbH (Germany)
 
 12     DISA K K (Japan)
 
 13     DISA Limited (Hong Kong)
 
 14     DISA Machinery Limited (China)
 
 15     DISA Trading (Shanghai) Co Limited (China)
 
 16     DISA Technologies Private Limited (India)
 
 17     Surface Preparation (Gibraltar) Ltd
 
 18     WGH Holding Corp. (BVI)
 
 19     WG Global LLC (Delaware, USA)
 
 20     Wheelabrator Group, Inc. (Delaware, USA)
 
 21     Wheelabrator Group (Canada) Ltd, (Canada)
 
 19     Castalloy, Inc. (Delaware, USA)
 
 20     WGH UK Holdings Ltd. (UK)
 
 21     WGH UK Limited (UK)
 
 22     Wheelabrator Technologies (UK) Ltd (UK)
 
 23     Wheelabrator Group SLU (Spain)
 
 24     Wheelabrator Group Holding GmbH (Germany)
 
 25     Wheelabrator Group GmbH (Germany)
 
 26     Wheelabrator OFT GmbH (Germany)
 
 27     Wheelabrator Group NV (Belgium)
 
 28     Wheelabrator Group SAS (France)
 
 29     Matrasur Composites SAS (France)
 
 30     Wheelabrator Group Limited (UK)
 
 31     Wheelabrator Schlick Sp. z o.o. (Poland)
 
 32     WG Plus de Mexico S de RL de CV (Mexico)
 
 33     DISA Management Services ApS (Denmark)
 
 34     WG Plus Servicios S de R, L de CV (Mexico)
 
 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 &
 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 updating their skills.
 
 FOREIGN EXCHANGE EARNINGS AND OUTFLOW
 
 The Company earned Rs.203.64 (Rs.160.34) Million in foreign exchange
 and expended Rs.464.42 (Rs.175.88) Million in foreign exchange during
 the year under review.
 
 INDUSTRIAL RELATIONS
 
 During the period, the earlier wage agreement with the worker''s union
 expired and a new agreement for a further period of three years, to be
 signed is under discussion.
 
 PERSONNEL
 
 Particulars of employees as required under Section 217(2A) 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, Ms.Deepa Hingorani and Mr.Jan Johansen,
 both Independent Directors retire by rotation at the forthcoming Annual
 General Meeting and are eligible for reappointment.
 
 AUDITORS
 
 Messrs M K Dandeker & Co., Chartered Accountants, Chennai, Auditors of
 the Company retire at the end of forthcoming Annual General Meeting and
 have decided not to seek appointment. Based on the recommendation of
 the Audit Committee and in line with the provisions of the Companies
 Act, 1956, the Board recommends the appointment of Messrs Deloitte
 Haskins & Sells, Chartered Accountants, Bangalore as Auditors to hold
 office up to the date of the next Annual General Meeting.
 
 ACKNOWLEDGEMENT
 
 The Directors place on record their appreciation for valuable
 contribution made by employees at all levels, active support and
 encouragement received from the Government of India, the Government of
 Karnataka, Company''s Bankers, Customers, Principals, Business
 Associates and other Acquaintances.
 
 Your Directors recognize the continued support extended by all the
 Shareholders and gratefully acknowledge with a firm belief that the
 support and trust will continue in the future also.
 
                       For and on behalf of the Board of Directors
 
 Place: Bangalore        Deepa Hingorani        Viraj Naidu
 
 Date: 28.02.2013            Director          Managing Director