The directors have pleasure in presenting the sixteenth annual report
 of the Company and the audited accounts for the year ended 31st March
 2012.
 
 1.  FINANCIAL HIGHLIGHTS
 
                                                        (Rs. in lakhs)
 
                                            Year ended     Year ended
                                             31.3.2012      31.3.2011
 
 Sales and other income                       30890.03       24231.80
 
 Gross profit before financial 
 costs, depreciation and amortization
 expenses and tax                             2,364.22         594.85
 
 Financial costs                                663.70         747.29 
 Depreciation and
 
 amortization expenses                          434.38         431.66 
 Profit / (Loss) before
 
 exceptional items and tax                    1,266.14        (584.10)
 
 Exceptional items (income)                     151.82            -
 
 Profit before tax                            1,417.96        (584.10)
 
 Provision for taxation                         295.95         (74.11)
 
 Profit / (Loss) after tax                    1,122.01        (509.99)
 
 Add: Surplus brought forward                  (493.99)         17.20 
 
 Profit / (Loss) available
 for
 
 appropriation                                  628.02        (492.79) 
 Appropriations:
 
 Tax relating to earlier years                   (3.25)         (1 20)
 
 Proposed Interim Dividend                      271.92            -
 
 Dividend tax payable                            27.48            -
 
 Transfer to general reserve                    112.20            -
 
 Surplus in profit and loss 
 statement carried
 forward                                        213.17        (493.99)
 
 2.  DIVIDEND
 
 The board of directors of the Company at their meeting held on 30th May
 2012, declared an interim dividend of Rs.3.50 per share for the year
 ended 31st March 2012, absorbing a sum of Rs.299.40 lakhs (including
 dividend distribution tax) on 77,69,040 equity shares of Rs.10/- each
 fully paid up. The same will be paid on or after 11th June 2012.
 
 The directors of the Company do not recommend any further dividend for
 the year under consideration.
 
 4.  SUBSIDIARY COMPANY
 
 As on the date of this report, Harita Fehrer Limited, Chennai (HFRL) is
 the only subsidiary of the Company.  HFRL is a material non-listed
 Indian subsidiary in terms of sub-clause III of Clause 49 of the
 Listing Agreement, as the total turnover of the subsidiary exceeds 20%
 of the consolidated turnover of the Company.
 
 The Company is fully compliant with the provisions as specified in
 sub-clause III of Clause 49 of the Listing Agreement. During the
 financial year 2011-12, HFRL achieved an income of Rs. 294.76 Cr and
 registered a profit after tax of Rs. 11.04 Cr. It had declared a maiden
 dividend of 10% for the year 2011 -2012.
 
 5.  CONSOLIDATED FINANCIAL STATEMENTS
 
 The annual accounts of the subsidiary for the year ended 31st March
 2012 is consolidated with the accounts of the Company in accordance
 with Accounting Standards as prescribed under Section 211(3C) of the
 Companies Act, 1956 and as required under the Listing Agreement.  These
 financial statements disclose the assets, liabilities, income, expenses
 and other details of the Company and its subsidiary.
 
 The Ministry of Corporate Affairs (MCA) vide its circular No. 2 in file
 No. 51/12/2007-CL-III dated 8th February 2011 has granted general
 exemption under Section 212(8) of the Companies Act, 1956 for holding
 companies from attaching annual reports of subsidiaries along with its
 annual report without seeking any approval of the Central Government.
 However, this is subject to fulfillment of conditions as stipulated in
 the said circular granting general exemption to the holding company and
 passing of a resolution by the board of the holding company in this
 regard.
 
 The board of directors at the meeting held on 30th May 2012 passed
 necessary resolution for complying with all the conditions enabling the
 circulation of annual report to the shareholders of the Company without
 attaching all the documents of the subsidiary company, referred to in
 Section 212(1) of the Companies Act, 1956.  The annual accounts,
 reports and other documents of the subsidiary company will be made
 available to the members, on receipt of a request from them.  The
 annual accounts of the subsidiary company will be available at the
 registered office of the Company and at the registered office of the
 subsidiary company. If any member or investor wishes to inspect the
 same, it will be available during the business hours of any working day
 at the registered office of the Company.
 
 A statement giving the following information about HFRL consisting of
 (a) capital (b) reserves (c) total assets (d) total liabilities (e)
 details of investment (f) turnover (g) profit before taxation (h)
 provision for taxation (i) profit after taxation and (j) proposed
 dividend, has been attached with the consolidated balance sheet of the
 Company in compliance with the conditions as provided in the circular
 issued by MCA.
 
 6.  DIRECTORS
 
 Mr Martin Grammer, director, retires at the ensuing annual general
 meeting of the Company and being eligible, offers himself for
 re-appointment.
 
 Mr Ram Natarajan was appointed as an additional, non executive and
 independent director of the Company effective 10th November 2011. Mr
 Ram Natarajan will hold office upto this annual general meeting.
 
 A notice in terms of Section 257 of the Companies Act, 1956 has been
 received from a member of the Company signifying his proposal for the
 appointment of Mr Ram Natarajan as a director of the Company.
 
 The brief resume of Mr Martin Grammer and Mr Ram Natarajan, directors,
 have been detailed in the notice convening the annual general meeting
 of the Company. Appropriate resolutions for their re-appointment and
 appointment are being placed for approval of the shareholders at the
 ensuing annual general meeting. The directors recommend their
 re-appointment / appointment as directors of the Company.
 
 7.  AUDITORS
 
 M/s.Sundaram & Srinivasan, Chartered Accountants, Chennai, retire at
 the ensuing annual general meeting and are eligible for re-appointment.
 
 The Company has received a letter from them, stating that the
 appointment, if made, will be within the limit prescribed under Section
 224(1 B) of the Companies Act, 1956.
 
 8.  COST AUDITOR
 
 MCA issued an industry specific Cost Audit Order vide No.
 52/26/CAB-2010 dated 24th January 2012, thereby requiring all such
 companies, which are in the manufacturing activities of automotive
 components (covered under Central Excise Tariff Chapter Nos. 84, 87) to
 appoint a Cost Auditor for auditing the cost accounting information
 effective 1st April 2012 for the financial year 2012-13 and file a
 report with the Central Government, on or before 30th September of
 every year.
 
 The board of directors, in view of this industry specific order, at
 their meeting held on 30th May 2012 appointed M/s. Raman & Associates,
 Cost Accountants, Chennai, as Cost Auditor for carrying out the cost
 audit of the Company for the financial year 2012-2013, subject to the
 compliance of all the requirements, as stipulated in circular
 no.15/2011 dated 11th April 2011 issued by MCA and subject to the
 approval of the Central Government.
 
 The Company has received a letter from the said Cost Audit firm,
 stating that the appointment, if made, will be within the prescribed
 limit under Section 224(1 B) of the Act.
 
 For the financial year under review, a Cost Compliance report will be
 obtained and filed with MCA on or before 30th September 2012 in terms
 of Companies (Cost Accounting) Records Rules, 2011.
 
 9.  CORPORATE GOVERNANCE
 
 The Company has been practicing the principles of good corporate
 governance over the years and lays strong emphasis on transparency,
 accountability and integrity.
 
 A separate section on Corporate Governance and a certificate from the
 statutory auditors of the Company regarding compliance of conditions of
 Corporate Governance as stipulated under Clause 49 of the Listing
 Agreement with the Stock Exchanges form part of the Annual Report.
 
 The president and the general manager - finance of the Company have
 certified the financial statements and other connected matters in
 accordance with Clause 49(V) of the Listing Agreement pertaining to
 CEO/CFO certification for the financial year ended 31st March 2012.
 
 10.  STATUTORY STATEMENTS
 
 a.  Conservation of energy, technology absorption and foreign exchange
 earnings and outgo:
 
 As per the requirements of Section 217(1)(e) of the Companies Act,
 1956, read with The Companies (Disclosure of Particulars in the Report
 of Board of Directors) Rules, 1988, information regarding conservation
 of energy, technology absorption and foreign exchange earnings and
 outgo are given in Annexure I to this report.
 
 b.  Particulars of employees:
 
 There is no employee receiving remuneration in excess of the limits
 prescribed under Section 217 (2A) of the Companies Act, 1956, read with
 the Companies (Particulars of Employees) Rules 1975 as amended.
 
 c.  Public Deposits:
 
 The Company has not accepted any deposit from the public within the
 meaning of Section 58A of the Companies Act, 1956, for the year ended
 31st March 2012.
 
 d.  Directors'' Responsibility Statement: Pursuant to the requirement of
 Section 217(2AA) of the Companies Act, 1956 with respect to directors''
 responsibility statement, it is hereby confirmed:
 
 (i) that in the preparation of annual accounts for the financial year
 ended 31st March 2012, the applicable accounting standards had been
 followed and there were no material departures;
 
 (ii) that the directors had selected such accounting policies and
 applied them consistently and made judgments and estimates that were
 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 of the Company for the year under review;
 
 (iii) that the directors had 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; and
 
 (iv)that the directors had prepared the accounts for the financial year
 ended 31st March 2012 on a going concern basis.
 
 11.  ACKNOWLEDGEMENT
 
 The directors acknowledge the support and co- operation received from
 the promoters, Harita Group and Mr Martin Grammer.
 
 The directors thank the customers, suppliers, financial institutions
 and bankers for their valuable support and assistance.
 
 The directors wish to place on record their appreciation of the sincere
 efforts of all the employees of the Company during the year under
 review.
 
 The directors also thank the shareholders for their continued faith in
 the Company.
 
                                        For and on behalf of the Board
 
 Chennai                                                  H LAKSHMANAN
 
 30th May 2012                                                Chairman