The Board of Directors have pleasure in presenting the 23rd Annual
 Report on the affairs of the company along with the Audited Financial
 Statements of the Company for the financial year ended 31st March 2012
 and the report of Statutory Auditors thereon.
 
 FINANCIAL RESULTS
 
 Like last year, your Company has registered a good growth and
 performance of the Company for financial year ended 31st March 2012 in
 comparison to last financial year is being presented as under:
 
                                                        (Rs. In Lacs) 
 
 PARTICULARS                              F.Y. 2011-12   F.Y. 2010-11
 
 Gross Sales                                  57653.87       45117.12
 
 Sales, Net of Excise                         53022.67       41557.21
 
 Profit before Tax, Depreciation,
 
 Finance Cost                                  6795.68        3820.55 
 
 Less: Cost of Finance                         2075.55         950.37
 
 Profit before Tax & Depreciation              4720.13        2870.18 
 
 Less: Depreciation                            1688.36        1297.93 
 
 Profit Before Tax                             3031.77        1572.25 
 
 Less: Tax Expenses                             917.28         429.54 
 
 Net Profit                                    2114.49        1142.71
 
 BRIEF REVIEW
 
 During F.Y. 2011-12, the Automobile Industry in India has registered a
 production growth of 13.83%. Further, on domestic sales front two
 wheeler segment has registered a better growth of 14.16% in comparison
 to 4.66% in passenger vehicle segment, by which the company has
 benefited because two wheeler segment constitute a major part in
 overall business of the Company. At Company front, this has been
 another excellent year with a strong performance across all dimensions;
 the Net Turnover of the Company is Rs. 530.23 Crore in comparison to
 Rs. 415.57 Crore in F.Y. 2010-11. This has resulted in a growth of
 27.59%. The Net Profit after Tax is Rs. 21.14 Crore in Comparison to
 Rs. 11.43 Crore during F.Y. 2010-11.
 
 DIVIDEND
 
 Like last years and continuing the practice of rewarding the
 Shareholders, your Board of Directors has recommended a dividend of 30%
 (Rs. 3.00 per share) from the profits of the Company on the Equity
 Shares of the Company for the year 2011-12 to the shareholders to be
 determined by Book Closure.  The Board recommended the same for
 approval by the shareholders.
 
 
 TRANSFER TO RESERVES
 
 An amount of Rs. 225.00 Lac is transferred to General Reserve Account
 out of the profits for the financial year ended 2011-12.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 As per requirement of Clause 49 of the Listing Agreement, Management
 Discussion and Analysis Report for the year under review, is presented
 in addition to the Directors'' Report in a separate section forming
 part of Annual Report.
 
 CORPORATE GOVERNANCE REPORT
 
 As per requirement of Clause 49 of the Listing Agreement, a Corporate
 Governance Report for the year under review is presented in a separate
 section forming part of Annual Report.
 
 DIRECTORS
 
 In terms of the Articles of Association read with Section 255 and 256
 of the Companies Act, 1956, Mr. Rahul Jain, Mr. Amitabh Prakash
 Agrawal, Mrs. Seema Jain and Ms. Aanchal Jain Directors are liable to
 retire by rotation at the ensuing Annual General Meeting and being
 eligible offer themselves for re-appointment. Further, resolutions for
 re-appointment of Mr. J.K. Jain as Chairman & Managing Director and Mr.
 Rahul Jain as Whole-time Director are also to be considered in ensuing
 Annual General Meeting.
 
 During the year under review and up to date of this Report the
 following changes happened in Board of Directors:
 
 - Mr. J.S. Chandhok has resigned from the Directorship w.e.f.
 04.08.2011.
 
 - Mr. Vinod Kumar Malhotra had been appointed as additional director
 w.e.f. 04.08.2011 and regularised in Annual General Meeting held on
 30th September, 2011.
 
 SUBSIDIARY COMPANY
 
 Your Company has one wholly-owned subsidiary Company incorporated in
 Japan namely ''Fiem Industries Japan Co., Ltd.'' The Financial Statements
 of the same together with Report of the Auditors and Directors thereon
 are being attached with the Financial Statements of the Company as
 required under section 212 of the Companies Act, 1956.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with the Accounting Standard 21 on Consolidated Financial
 Statements read with other applicable provisions, the Audited
 Consolidated Financial Statements has also been prepared for FY
 2011-12, which forms part of this Annual Report of your Company.
 
 FIXED DEPOSITS
 
 The Company has not accepted any Fixed Deposit within the meaning of
 the Companies (Acceptance of Deposit) Rules, 1975.
 
 STATUTORY AUDITORS
 
 M/s Anil S. Gupta & Associates, Chartered Accountants who retire at the
 conclusion of this 23rd Annual General Meeting and being eligible are
 proposed for re-appointment. They have given their consent for
 re-appointment and certificate to the effect that the re-appointment,
 if made, would be within the limit prescribed under Section 224(IB) of
 the Companies Act, 1956 and that they are not disqualified for such
 re-appointment within the meaning of Section 226 of the said Act.
 
 OBSERVATIONS IN AUDITORS'' REPORT
 
 The observations made in the Auditors'' Report are self-explanatory and
 therefore do not call for further comments, except Para 9(a) to the
 Annexure of their Report in respect of slight delay in payment of
 statutory dues in some cases. It is hereby explained and informed that,
 these statutory dues have since been paid.
 
 PARTICULARS OF EMPLOYEES
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956 read with Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the employees are set out
 in the annexure to the Directors'' Report which forms part of this
 Report. Having regard to the provisions of Section 219(1)(b)(iv) of the
 said Act, the Report and Financial Statements i.e. Annual Report
 excluding the above information is being sent to all members of the
 Company and others entitled thereto. Any member interested in obtaining
 such Particulars of Employees under section 217(2A) of the said Act
 read with Companies (Particulars of Employees) Rules, 1975, may write
 to the Company Secretary at the Registered Office of the Company.  The
 same is also available for inspection in accordance with the provision
 of Section 219(1)(b)(iv) of the Companies Act, 1956.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 CSR today is synonymous with the responsible business behavior of the
 organization. CSR not only plays an important role in giving back to
 the society but also creates credibility, reputation and confidence
 among stakeholders and society at large.
 
 As a responsible corporate citizen, CSR is at very core of the business
 of your Company, It is also about the inclusive growth and development
 which postulates that the benefits of growth are not shared just by its
 shareholders and employees but also communities among whom the Company
 operates.  It is about helping the underprivileged, protecting the
 environment and helping the humanity in the similar ways. The Company
 contributes towards all these causes by way of donations to the various
 societies and trusts, which are engaged in these social activities.
 Company also contributes to Kutch Vikas Trust, which organizes free eye
 operation camp for underprivileged. Company takes a lot of initiatives
 for environment protection and encouragement for greener environment.
 Company also donates in religious and social institutions as gesture to
 support them in the noble cause.
 
 COST AUDIT
 
 During the year 2011-12, Ministry of Corporate Affairs has issued
 Orders under section 233B of the Companies Act and also issued some
 Circulars in this regard. As a result of which, Cost Audit become
 applicable on the Company for F.Y. 2011-12 for the ''Rear View Mirrors''.
 Hence, to conduct the Cost Audit, Mr. Krishan Singh Berk, Cost
 Accountant has been appointed as Cost Auditor by the Board of Directors
 of the Company. From F. Y.  2012-13 onwards, the Cost Audit has become
 applicable on other products like Automotive Lighting & Signaling
 Equipments etc. i.e. products under Automotive Components, hence Mr.
 Krishan Singh Berk has been re- appointed for carrying out Cost Audit
 for F.Y. 2012-13.
 
 As Cost Audit is applicable on the Company 1st time from F.Y. 2011-12,
 hence no Cost Audit Report was required to be filed during F.Y.
 2011-12.  The Cost Audit Report for the year 2011-12 will be filed in
 due course.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS & OUTGO
 
 The particulars as prescribed under Section 2l7(l)(e) of the Companies
 Act, 1956 read with Companies (Disclosure of particulars in the Report
 of Board of Directors) Rules, l988 are given in ''Annexure- A'' which
 forms part of this Directors'' Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As required by Section 2l7(2AA) of the Companies Act, 1956, Directors
 of your company hereby confirm, that:
 
 (i) In the preparation of the annual accounts for the year ended March
 31, 2012, the applicable accounting standards had been followed along
 with proper explanation relating to material departures, if any;
 
 (ii) The Directors have selected such accounting policies and applied
 them consistently 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 at the end of the financial year and of the profit or
 loss of the company for that period;
 
 (iii) The directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, l956 for safeguarding the assets of
 the company and for protecting & detecting fraud and other
 irregularities;
 
 (iv) The Annual Accounts for the year-ended 31.3.2012 have been
 prepared on a going concern basis.
 
 ACKNOWLEDGEMENT
 
 The Board of Directors of your Company wishes to place on record
 sincere appreciation for hardwork and determination of all employees of
 the Company for a creditable performance during the year. Your
 Directors also want to gratefully acknowledge the confidence and faith
 shown by valued OEM customers and remain thankful for their support and
 co-operation.  Last but not the least, Board also want to say thanks to
 banks, vendors and all other stakeholders for their co-operation and
 support during all this time and look forward for same in future as
 well.
 
                                    For and on behalf of the Board of 
      
                                              Firm Industries Limited
 
                                                                 -Sd- 
 
 
 Place : Rai, Sonepat (HR.)                                 J.K. JAIN
 
 Date : 18.08.2012                       Chairman & Managing Director