The is a great privilege for your Directors to present the 31st Annual
 Report on the business and operations together with Audited Balance
 Sheet and Statement of Profit & Loss of your Company for the year ended
 March 31, 2012.
 
 FINANCIAL RESULTS
 
 Your Company''s performance during the year as compared with the
 previous year is summarized below:
 
                                                         (Rs. in Million)
 
 PARTICULARS                                  2011 - 12      2010 - 11
 
 Sales (Net of Excise Duty)                    4,377.88       3,408.05
 
 Gross Profit (GP)                               376.11         300.21
 
 (-) Finance Expenses                              3.43           5.20
 
 (-) Depreciation                                 31.58          27.44
 
 Profit Before Taxation (PBT)                    341.10         267.58
 
 (-) Provision for Taxation & 
 Deferred Tax                                    106.82          88.60
 
 Profit After Tax (PAT)                          234.28         178.99
 
 ( ) Balance in the Statement of P&L b/f          84.49          18.50
 
 Profit for Appropriation                        318.77         197.49
 
 Appropriation :
 
 Proposed Equity Dividend                         81.79          81.79
 
 Tax on Dividend                                  13.27          13.27
 
 Transfer to General Reserve                      23.50          17.94
 
 Balance retained in the 
  Statement of P&L                               200.21          84.49
 
                                                 318.77         197.49
 
 DIVIDEND
 
 Keeping in view of the remarkable financial performance during the year
 under review as also the philosophy of your Company to reward its
 shareholders, the Board of Directors are pleased to recommend a
 Dividend of 60% (Rs. 6/- per equity share) for the Financial Year
 2011-2012 (Rs. 6 per share for the previous year). The total amount of
 Dividend proposed to be distributed and tax thereon aggregates to Rs.
 95.06 Million (including Dividend Tax). The Dividend payout ratio comes
 to 41%.
 
 An amount of Rs. 23.50 Million has been transferred to the General
 Reserve of the Company. This reaffirms the inherent financial strength
 of your Company.
 
 BUSINESS PERFORMANCE
 
 After a strong performance in FY 2010-11, the Indian economy showed
 signs of slowdown in FY 2011-12, due to inflationary pressures. The
 year also witnessed a sharp deceleration in manufacturing activity
 mainly due to monetary tightening, weak external demand and lack of
 investment activity. However, the Indian automotive industry has marked
 impressive growth in the last fiscal despite weak global macroeconomic
 fundamentals. The overall Indian automobile industry recorded a
 production growth of 13.83% in 2011-12 by producing 20.37 million
 units, majorly driven by demand for two-wheelers and light commercial
 vehicle.
 
 In this backdrop, your Company also registered a growth of 28.46%
 during the year under review by achieving a Sales Turnover (Net of
 Excise) of Rs. 4,377.88 Million (on Standalone Basis) as against
 Rs.3,408.05 Million (on Standalone Basis) in the corresponding previous
 year.
 
 The Profit before Tax increased to Rs. 341.10 Million (on Standalone
 Basis) from Rs. 267.58 Million (on Standalone Basis) resulting a 27.48%
 rise, as compared to the previous year.
 
 On Consolidated Basis, your Company registered a growth of 20% during
 the year under review by achieving a Sales Turnover (net of excise) of
 Rs. 7,514.84 Million as against Rs. 6,266.92 Million during the previous
 year.
 
 On Consolidated Basis, your Company recorded a Profit before Tax of Rs.
 617.99 Million during the year under review as compared to Rs. 548.24
 Million during the previous year, registering a growth of 12.72%.
 
 Like other auto-component manufacturers, your Company also caters not
 only to the OEMs, but also to the after-sales market. A significant
 contribution to the turnover was mainly attributed by an outstanding
 performance of your Company in supplies of various lighting parts,
 Chassis and other Fabrication products to OEM''s. The after market
 segment also registered a significant growth. In recent years, company
 has focused on new part requirements for OEM''s, therefore your Company
 has achieved excellent results this year from the same.
 
 The significant contribution for the growth was mainly attributed to
 sale of Chassis from Waluj Plant, Lighting parts from Chakan and
 Bhosari plants and Seat Frames from PCNTDA units to execute the strong
 orders book from its various customers and a growth of 25% in after-
 market sales of the Company over the previous year.
 
 NEW BUSINESS AND FACILITIES
 
 During the year under review, your company has successfully diversified
 into the business of Electronic Manufacturing with the setting up of
 State-of-the-art Surface Mounted Technology (SMT) line. This will
 primarily cater for all our Light Emitting Diodes (LED) based Printed
 Circuit Board (PCB) assemblies requirements for Auto lamps, LED
 Destination boards and venturing into non-Auto fields.
 
 Further, your Company is also in the process of setting up new Robotic
 Frame Welding plant in Waluj, Aurangabad. The welding process requires
 skilled manpower and in present industry scenario it is very difficult
 to get and retain skilled manpower. Considering the stringent quality
 requirement, your Company has decided to set up a state of the art
 manufacturing facility having 7 robotic stations. With this robotic
 line 75% welding work will be done through robo, which will result into
 70% less dependency on skilled manpower. The said facility is expected
 to become operational by the next year.
 
 A detailed discussion on the business performance and future outlook is
 provided in the Chapter on Management Discussion and Analysis Report
 (MDA).
 
 SUBSIDIARY COMPANY
 
 100% SUBSIDIARY- LUMAX DK AUTO INDUSTRIES LIMITED (LDK)
 
 During the year under review LDK has achieved net sales revenue of Rs.
 3,106.57 Million as against Rs. 2,838.58 Million during the previous
 year, showing a growth of 9.44%. However, the Profit Before Tax has
 marginally declined to Rs. 273.59 Million from Rs. 276.38 Million during
 the previous year.
 
 Further, the Gear Shifter Division has received Overall Performance
 Award for Supplies and Quality and Best localization supplier award
 for the year 2011-12 from Maruti Suzuki India Limited.
 
 JOINT VENTURE COMPANY
 
 LUMAX CORNAGLIA AUTO TECHNOLOGIES PRIVATE LIMITED (LCAT)
 
 During the year under review LCAT has reported an impressive growth of
 28.59% by recording net sales of Rs. 114.38 Million as against Rs. 88.95
 Million for the previous year. The Profit before Tax has declined to Rs.
 6.62 Million from Rs. 8.57 Million for the previous year mainly on
 account of forex loss.
 
 Presently, LCAT is supplying Air Intake System (AIS) to four leading
 automobile manufacturers in India viz. TATA, FIAT, VOLKSWAGEN (VW) &
 SKODA and during the year it has supplied Prototype parts of AIS to
 General Motors India & Exhaust System to Tata Motors. LCAT has also
 started manufacturing & supplying 3D Blow Moulded Ducts to FIAT,
 thereby making itself a single source for all current programs.  LCAT
 has also received orders from General Motors India (GM) for AIS and CAC
 Ducts for new Commercial & Passenger Vehicle programs.  LCAT has, at
 the same time received RFQ for Exhaust systems from Tata Motors
 Passenger Car segment.
 
 Further, regular supply of Exhaust Systems to Tata Motors will be
 started in F.Y.2012-13 for Nano Europa & Nano Diesel programs.
 
 LCAT has a VISION - 2015, to become a full service provider for
 Automotive Air Intake & Exhaust Systems with the application of
 innovative and cost effective solutions that will add value to the
 customers as well as to the organization.
 
 The Joint venture partners have invested Rs. 45.00 Million in the 3D Blow
 Moulding Plant for Intake & CAC Ducts in phased manner in two tranches,
 out of which the second tranche of Rs. 25.00 Million was invested in the
 FY 2011-12 by way of equity. LCAT has already secured orders for the
 Intake Ducts & CAC Ducts from TATA, VW & GM.
 
 DIRECTORS
 
 In accordance with the provisions of Companies Act, 1956 and Articles
 of Association of the Company Mr. Manmohan Sachdev and Mr. A.V.
 Alexander, Directors of the Company are retiring by rotation at the
 ensuing Annual General Meeting and being eligible, offer themselves for
 re-appointment.
 
 Your Directors recommend the re-appointment of the above said Directors
 at the ensuing Annual General Meeting.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 As required under Section 217(2AA) of the Companies Act 1956, the
 Directors state:
 
 (i) That in the preparation of the Annual Accounts for the Financial
 Year ended March 31, 2012, the applicable Accounting Standards have
 been followed along with proper explanation relating to material
 departures;
 
 (ii) That 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) That 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;
 
 (iv) That the Directors have prepared the Annual Accounts on a going
 concern basis.
 
 FIXED DEPOSITS
 
 During the year under review the Company has not accepted any Deposit
 under Sections 58A and 58AA of the Companies Act, 1956 read with the
 Companies (Acceptance of Deposits) Rules, 1975.
 
 AUDITORS
 
 M/s D. R. Barve & Co, Chartered Accountants, having its Firm
 Registration Number FRN 101034W, are proposed for re-appointment as
 Statutory Auditors of the Company, from the conclusion of the ensuing
 Annual General Meeting till the conclusion of the next Annual General
 Meeting. They have given their consent to act as Auditors of the
 Company and have further confirmed that their appointment would be in
 conformity of the provision of Section 224(1B) of the Companies Act,
 1956. The Board recommends their re-appointment for the approval of the
 Members in the ensuing Annual General Meeting.
 
 During the year, all the recommendations of the Audit Committee were
 accepted by the Board. Hence there is no need for disclosure of the
 same in this Report.
 
 CONSOLIDATED FINANCIAL STATEMENT
 
 The Consolidated Financial Statements of the Company are prepared in
 accordance with the Accounting Standard, Companies Act, 1956 and all
 other laws for the time being in force (if applicable) and the same
 forms part of this Annual Report.
 
 Further, in accordance with the Circular issued by Ministry of
 Corporate Affairs (MCA), granting the general exemption from the
 provisions of Section 212 of the Companies Act, 1956, your Company is
 not attaching the Annual Accounts for the year ended March 31, 2012 and
 other related documents of its subsidiary Company Lumax DK Auto
 Industries Ltd (LDK) with this Annual Report. Any shareholder
 interested in obtaining a copy of the Annual Accounts of LDK may write
 to the Company Secretary at the registered office of the Company and
 the company undertakes to supply the same along with all related
 detailed information. In addition, the Company shall also keep the same
 Annual Accounts for inspection by any Shareholders in the registered
 office of the Company and LDK.
 
 MATERIAL CHANGES AND COMMITMENTS
 
 No other material changes and commitments affecting the Financial
 position of the Company have occurred between April 1, 2012 and the
 date on which this Report has been signed.
 
 MANAGEMENT DISCUSSION & ANALYSIS REPORT
 
 Pursuant to the provisions of Clause 49 of the Listing Agreement,
 Management Discussion & Analysis Report is annexed as part of this
 report separately as Annexure - A.
 
 OTHER INFORMATION
 
 Disclosure of information regarding Conservation of Energy, Research &
 Development, Technology Absorption and Foreign Exchange Earnings and
 Outgo etc. under Section 217(1)(e) of the Companies Act, 1956, is
 annexed separately as Annexure - B.
 
 CORPORATE GOVERNANCE
 
 The report on Corporate Governance together with the Auditor''s
 Certificate regarding the Compliance of conditions of Corporate
 Governance as stipulated in Clause 49 of the Listing Agreement is
 annexed and forms part of this Annual Report as Annexure - C.
 
 PARTICULARS OF EMPLOYEES
 
 Information on Particulars of Employees as required under Section
 217(2A) of the Companies Act, 1956 read with the Companies (Particulars
 of employees) Rules, 1975 forms an integral part of this report.
 However, as per the provisions of Section 219(1)(b)(iv) of the
 Companies Act, 1956, the Annual Report is being sent to the
 shareholders of the Company excluding the Statement of Particulars of
 employees under Section 217(2A) of the Companies Act, 1956. Any
 shareholder interested in obtaining a copy of such statement may write
 to the Company Secretary at the registered office of the Company.
 
 ACKNOWLEDGEMENT
 
 Your Directors place on record their gratitude to all its highly valued
 customers, its Technical Collaborators, Joint Venture Partners, all
 other business partners, all the Shareholders, Financial Institutions,
 Banks, Vendors and various Government agencies for the assistance, co-
 operation and encouragement they extended to the Company.
 
 The Directors of your Company also wish to place on record their deep
 sense of appreciation for the dedicated and sincere services rendered
 by the executives, staff and workers of the Company.
 
                           For and on behalf of the Board of Directors
 
 Place: Gurgaon                                             D. K. JAIN
 
 Dated: May 30, 2012                                          CHAIRMAN