The Members,
 
 The Directors present the 52nd Annual Report, together with the audited
 accounts for the financial year ended on 31st March, 2011.
 
 1.  Financial Results
 
                              2010-11          2009-10
 
                                (Rs.)           (Rs.)
 
 Gross Sales            1691,84,66,907  1075,32,09,626
 
 Other Income             93,59,92,643    96,30,68,334
 
 Gross Profit            126,94,93,453    84,88,03,627
 
 Depreciation             44,81,72,112    41,99,55,157
 
 Provision for
 
 Taxes (Net)               23,51,42,386  (17,53,77,456)
 
 Profit After Tax          58,61,78,955   60,42,25,926
 
 Proposed Dividend          6,58,81,310    3,95,28,786
 
 Provision for Tax
 
 on Distributed Profit      1,06,87,596      67,19,894
 
 Transfer to General
 
 Reserve                  182,46,33,784    6,04,22,593
 
 Balance in Profit &
 
 Loss Account
 
 Carried Forward            7,00,00,000  138,50,23,735
 
 The gross sales for the year under report increased to Rs. 1,691.85
 crores against the previous year''s sale of Rs. 1,075.32 crores
 representing a significant growth of 57.33 %.
 
 2.  Dividend
 
 The Board of Directors has recommended a dividend of Rs. 5 per share on
 1,31,76,262 equity shares of Rs. 10 each fully paid up.
 
 3.  Name Change
 
 The Writ Petition in respect of the change in the name of the Company,
 filed by one of the Member of the Company was allowed by the Hon''ble
 High Court of Judicature at Bombay. The Hon''ble Court held that the
 order passed, as per the provisions of Section 22 of the Companies Act,
 1956, based on which the name of the Company was changed in the year
 2005, is not sustainable in law. The Company''s Petition challenging
 this decision, has been admitted for hearing by the Hon''ble Supreme
 Court of India on 1st August, 2011. The operation of the order of the
 Hon''ble High Court has been stayed.
 
 4.  Market Situation
 
 In view of the provisions of the Listing Agreement, the Market
 Situation and Status of Operations are dealt with in the Management
 Discussion & Analysis attached hereto.
 
 5.  Exports
 
 The export turnover for the year under report was Rs. 27.17 crores
 against the previous year''s export of Rs. 26.96 crores.
 
 6.  Research & Development
 
 The expenditure on Research & Development for new products, including
 the expenditure on Projects and Tool Engineering, was 2.26 % of the
 operational turnover of the Company. The Company has maintained its
 emphasis on research, development and tool engineering activities.
 
 7.  Foreign Collaborations
 
 The Company continues to have the benefit of technical assistance from
 Dr. Rolf Bacher, Germany. The Company also obtained technical
 consultancy from Mercedes Benz Project Consultation GmbH, Germany and
 MB Technology GmbH, Germany, for ongoing technical developments.
 
 8.  Industrial Relations
 
 The litigation connected with recognition of labour union at the
 Company''s Akurdi, Pune Plant is still pending before the Hon''ble
 Supreme Court of India. The industrial relations at the Pithampur Plant
 continued to be cordial.
 
 9.  Foreign Exchange
 
 The foreign exchange outgo arising out of the import of raw materials,
 components and capital goods is as per the details mentioned in the
 Notes to Accounts.
 
 10. Environment and Conservation of Energy
 
 Several steps to save energy and natural resources like water are being
 taken so as to achieve energy saving and cost reductions. The new CED -
 paint shop at Pithampur is a step in this direction.
 
 11.  Fixed Deposits
 
 50 deposits amounting to Rs. 17,63,000 matured for repayment on or
 before 31st March, 2011 but remained unclaimed on that date. Out of
 these, 13 deposits amounting to Rs. 5,75,000 have since been repaid /
 renewed.
 
 12.  Orders for Machinery
 
 Since the close of the Accounting Year the Company has placed orders
 for new machinery, equipment and other capital assets of value of Rs.
 35.83 crores.
 
 13.  Directors
 
 The Board of Directors in its meeting held on 25th September, 2010
 appointed Mr. Arun Sheth as an Additional Director of the Company. As
 per the provisions of Section 260 of the Companies Act, 1956, Mr. Arun
 Sheth holds office till the date of ensuing Annual General Meeting. The
 Company has received a notice proposing candidature of Mr. Arun Sheth
 for the directorship of the Company.
 
 Mr. Bharat V. Patel resigned from the directorship of the Company
 w.e.f. 31st January, 2011. The Board places on record its appreciation
 of the services rendered by Mr. Patel during his association with the
 Company.
 
 Mr. S. N. Inamdar, Mr. L. Lakshman, Mr. Pratap Pawar and Mr. S.
 Padmanabhan, Directors of the Company, retire by rotation and being
 eligible offer themselves for reappointment.
 
 14.  Audit Committee
 
 The Board in its meeting held on 23rd April, 2011, reconstituted the
 Audit Committee. Now, Mr. Vinay Kothari, Mr. Pratap Pawar, Mr. S.
 Padmanabhan, Mr. Arun Sheth, Independent Directors, and Mr. S. A.
 Gundecha, Non-Executive Director, are the Members of the Audit
 Committee.
 
 15.  Corporate Governance
 
 The Company has taken all necessary steps to implement the provisions
 of Listing Agreement and a detailed report on the various issues,
 including the Auditors'' Report on Corporate Governance are attached to
 this Report.
 
 16.  Directors'' Responsibility Statement
 
 As required by sub-section 2AA of Section 217 of the Companies Act,
 1956, the Directors state that –
 
 (a) in the preparation of Annual Accounts, the applicable Accounting
 Standards had been followed along with proper explanation relating to
 material departures;
 
 (b) the Directors have selected such accounting policies and applied
 them consistently and made judgements 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 /
 loss of the Company for that period;
 
 (c) 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;
 
 (d) the Annual Accounts are prepared on a going concern basis.
 
 17.  Other
 
 Under the provisions of Section 217(2A) of the Companies Act, 1956,
 read with the Companies (Particulars of Employees) Rules, 1975, as
 amended, the names and other particulars of employees are set out in
 the annexure to the Directors'' Report. However, in terms of the
 provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
 Directors'' Report is being sent to all the Members of the Company
 excluding the aforesaid annexure. The Members interested in obtaining a
 copy of the said annexure may write to the Company at the Registered
 Office of the Company. The Company had, no employees who were in
 receipt of remuneration exceeding Rs. 5,00,000 per month and employed
 throughout the financial year and one employee who was in receipt of
 remuneration exceeding Rs. 5,00,000 per month and employed for part of
 the financial year.
 
 18.  You are requested to appoint Auditors for the current year and fix
 their remuneration. M/s. P. G. Bhagwat, Chartered Accountants, Pune,
 Auditors to the Company, who retire at the ensuing Annual General
 Meeting, are eligible for reappointment.
 
 19.  The Central Government has directed to conduct audit of the cost
 records of the Financial Year 2010-11 and accordingly M/s. Joshi Apte &
 Associates, Cost Accountants, Pune, were appointed as the Cost
 Auditors, for that year. The Cost Audit Report is under preparation.
 
 20.  The Directors express their grateful thanks to the Dealers,
 Suppliers and Banks for their support, and express their warm
 appreciation of the sincere co- operation and dedicated work by a
 majority of the employees of the Company.
 
                         For and on behalf of the Board of Directors
 
 Pune - 411 035                              ABHAY FIRODIA
 
 9th August, 2011                                 Chairman