The Directors are pleased to present the 58th Annual Report and
 Audited Statement of Accounts for the financial year ended 31st
 December, 2012.
 
 FINANCIAL RESULTS                                   [Rs. in million]
 
                                           For the year   For the year
                                           ended          ended
                                           31.12.2012     31.12.2011
 
 Total Income:
 
 Gross Sales                                12,072.59      11,544.43
 
 Deduct: Excise Duty                         1,129.79         939.85
 
                                            10,942.80      10,604.58
 
 Business and other Income                   1,064.45       1,086.79
 
 Profit before Depreciation, Finance 
 Charges, Tax & Prior Period Items             842.34       1,253.29 
 
 Deduct :
 
 Depreciation and Amortization                 619.35         536.59
 
 Finance Charges                               298.80         248.56
 
 Profit /(Loss) before Tax, Exceptional 
 items and Prior Period Items                  (75.81)        468.14
 
 Exceptional items                              62.58              -
 
 Provision for Tax
 
 - Current                                      28.02         123.40
 
 - Fringe Benefit                                   -              -
 
 - Deferred Tax (Credit)                        (2.84)        (11.61)
 
 Net Profit/(Loss) after Tax                  (163.57)        356.35
 
 Prior Period Items                                 -         (18.27)
 
 Balance brought forward                       814.74         440.13
 
 Surplus/(Loss) carried to balance sheet       651.17         814.75
 
 Operations
 
 The Net income of the Company during the year ended 31st December 2012
 was Rs. 12,007.26 million as against Rs. 11,691.37 million for the year
 ended 31st December 2011.
 
 During the year under review, the Company made a Net loss after Tax of
 Rs. 163.57 million as against the Net Profit after Tax of Rs. 374.61
 million in the last year.
 
 The year under review witnessed a slowdown in demand in the auto
 sector, resulting in excess capacities with auto component sector. Weak
 macroeconomic sentiment coupled with subdued consumer confidence pulled
 down sales, particularly in the latter half of the year.
 
 In view of requirement of funds for the operations of the Company, no
 dividend is recommended for the year ended 31st December 2012.
 
 Auditors'' Comments
 
 The Auditors have made certain comments in their Audit Report,
 concerning the Accounts of the Company. The Management puts forth its
 explanations as below:
 
 With regard to Auditor''s comments in their report on the provision for
 sales tax, the management has undertaken review on becoming aware of
 certain discrepancies regarding sales tax matters at one of its
 factories. Based on the information available at this stage of the
 ongoing evaluation, the Company has paid/ provided an amount of Rs.
 6.26 crores towards tax and related liabilities pertaining to earlier
 years.
 
 Subsidiary Companies
 
 Annual accounts of the Federal-Mogul TPR (India) Limited, subsidiary
 company and the related detailed information can be obtained on request
 by the shareholders of the Company.
 
 These are also available for inspection at the Corporate Office of the
 Company and at the registered office of the subsidiary between 11 A.M.
 to 1 P.M.on all working days.  Abridged Financial Statements
 
 In terms of the provisions of Section 219(1)(b)(iv) of the Companies
 Act, 1956 read with clause 32 of Listing Agreement as modified by SEBI
 circular no. CIR/CFD/DIL/7/ 2011dated October 5, 2011 in line with the
 green initiative of Ministry of Corporate Affairs vide their circular
 dated April 29, 2011, the Board of directors has decided to circulate
 the abridged annual report containing salient features of the balance
 sheet and profit and loss account to the shareholders for the financial
 year 2012. Full version of the annual report will be available on
 Company''s website www.federalmogulgoetze.com and will also be made
 available to investors upon request.
 
 In support of the green initiative of the Ministry of Corporate
 Affairs, the Company has also decided to send all future communications
 including the annual report through email to those shareholders, who
 have registered their e-mail id with their depository participant/
 Company''s registrar and share transfer agent.  In case a shareholder
 wishes to receive a printed copy of such communications, he/she may
 please send a request to the Company, which will send a printed copy of
 the communication to the shareholder.
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirements of Section 217(2AA) of the Companies Act,
 1956, with respect to Directors'' Responsibility Statement, it is hereby
 confirmed that:
 
 - In the preparation of annual accounts the applicable accounting
 standards have been followed and that there have been no material
 departures;
 
 - The Directors have selected such accounting policies and applied
 them consistently, except to the extent of deviations required for the
 better presentation of the accounts and made judgments and estimates
 that are reasonable and prudent so as to give a true and fair view of
 the state of affairs of the Company as at 31st December 2012 and of the
 profit of the Company for the year ended on that date;
 
 - The Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts of the Company on a
 going concern basis.
 
 Directors
 
 Presently your Board consists of Five (5) Directors consisting of Mr.
 K.N. Subramaniam, Chairman and Non-executive Independent Director, Mr.
 Sunit Kapur as Managing Director, Mr. Vikrant Sinha, as Whole Time
 Finance Director & CFO, Mr. Mukul Gupta, Non-executive Independent
 Director and Mr.  Bernhard Motel, Non-Executive Director.
 
 Mr. Dan Brugger has resigned as Whole Time Finance Director of the
 Company w.e.f 28th February, 2013. The Board records its sincere
 appreciation for the valuable contribution made by Mr. Dan Brugger
 during his tenure with the Company. In the Board meeting held on 28th
 February, 2013, the Board appointed Mr. Vikrant Sinha as Whole Time
 Finance Director & CFO of the Company.
 
 In accordance with Article 109 of the Articles of Association of the
 Company, Mr. K.N.  Subramaniam and Mr. Mukul Gupta are retiring by
 rotation in the forthcoming Annual General Meeting and being eligible
 offer themselves for re-appointment.
 
 Public Deposits
 
 As at 31st December, 2012, your company had no unclaimed Fixed
 Deposits. No fresh/ renewed deposits were accepted during the financial
 year. There was no failure to make repayments of Fixed Deposits on
 maturity and the interest due thereon in terms of the conditions of
 your Company''s Schemes.
 
 Auditors
 
 M/s. S.R. Batliboi & Co., Chartered Accountants, Statutory Auditors
 have resigned w.e.f October 5, 2012. M/s Walker, Chandiok & Co.,
 Chartered Accountants, New Delhi (Firm Registration No. 001076N) have
 been appointed (w.e.f November 12, 2012) as Auditors of the Company, by
 postal ballot, to fill the casual vacancy caused by the resignation of
 former Statutory Auditors to hold office till the conclusion of ensuing
 Annual General Meeting and being eligible, offer themselves for
 re-appointment for the year 2013. They have furnished a certificate to
 the effect that the re-appointment, if made, will be in accordance with
 sub-section (1B) of Section 224 of the Companies Act, 1956.
 
 Human Resources
 
 The employee relations have remained cordial throughout the year and
 industrial harmony was maintained. Measures for the safety, training
 and development of the employees, continued to receive top priority.
 The total number of salaried and hourly paid employees, as at 31
 December, 2012, stood at 4535.
 
 Safety, Health and Environment Protection
 
 The Company sustained its initiatives to maintain a pollution free
 environment by reduction/ elimination of waste, optimum utilization of
 power and preventive maintenance of equipments and machineries to keep
 them in good condition. Safety and health of the people working in and
 around the manufacturing facilities is the top priority of the Company
 and we are committed to improve this performance year after year.
 
 Corporate Social Responsibility
 
 As part of the Corporate Social Responsibility, your Company sponsored
 a program in SOS Children''s Village of India for the education of 171
 girls at Bengaluru and Rajpura. The main objective of the program is to
 ensure the regular education and sustainable academic performance.
 Accordingly, during the year 2012, your Company contributed an amount
 of Rs.  20,52,000/- to SOS Children''s Village.
 
 Cautionary Statement
 
 Certain statements in the Management Discussion and Analysis describing
 the Company''s views about the Industry, expectations/predictions,
 objectives etc may be forward looking within the meaning of applicable
 laws and regulations. Actual results may differ from those expressed or
 implied in these statements. The Company''s operations may, inter-alia,
 be affected by the supply and demand situations, input prices and
 availability, changes in Government regulations, tax laws and other
 factors such as industry relations and economic developments etc.
 Investors should bear the above in mind.
 
 
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo
 
 Information pursuant to Section 217(1) (e) of the Companies Act, 1 956
 read with Companies (Disclosure of Particulars in the Report of the
 Board of Directors) Rules, 1988 is annexed and forms a part of this
 report.
 
 Particulars of Employees
 
 Your Directors place on record their deep appreciation for the
 contribution made by the employees of the Company at all levels. Our
 industrial relations continue to be cordial.
 
 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
 the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956,
 this Report and Accounts are being sent to all the Members of the
 Company, excluding the Statement of Particulars of Employees.
 
 Any Member interested in obtaining a copy of the said Statement may
 write to the Company Secretary of the Company.
 
 Acknowledgement
 
 Your Directors acknowledge with sincere gratitude the co-operation and
 assistance extended by the Bank(s), Customers, Dealers, Vendors,
 promoters, shareholders, Government Authorities and all the other
 business associates during the year under review. The Directors also
 wish to place on record their deep sense of gratitude for the committed
 services of the Executives, staff and workers of the Company.
 
                                          For and on behalf of the Board
 
 Bernhard Motel                                              Sunit Kapur
 
 Director                                              Managing Director
 
 Place: Gurgaon 
 
 Date: February 28, 2013