The Directors feel great pleasure in presenting 21st Annual Report of
 your Company with the Audited Statement of Accounts for the year ended
 31st March, 2012.
 
 FINANCIAL HIGHLIGHTS :                                (Rs.in lacs)
 
 Sr.       Particulars             Current Year Ended     Previous 
 No                                                       year Ended
 
                                        on 31.03.2012  on 31.03.2011
 
 1    Total Revenue (Net)                    8,795.26       8,027.65
 
 2    Profit before Depreciation 
      & Amortization                         1,719.06       1,594.77
 Expenses, Finance Cost and Tax
 
 3    Less : Depreciation and Amortization 
      Expenses                                 413.31         374.62
 
 Finance Cost                                  236.39         228.92
 
 4    Profit before Tax                      1,069.36         991.23
 
 5    Less: Provision for Tax                  328.99         353.26
 
 6    Profit after Tax                         740.37         637.97
 
 7    Balance of Profit as per last 
      Balance Sheet                          1,799.02       1,480.59
 
 8    Previous Year Adjustments                  5.38           -
 
 9    Previous Year Expenses                       -            0.30
 
 10   Balance Available for Appropriation    2,544.77       2,118.26
 
 11   Proposed Rate of Dividend                    55%            45%
 
 12   Proposed Dividend                        256.85         210.15
 
 13   Tax on Dividend                           41.67          34.09
 
 14   Transfer to General Reserve               75.00          75.00
 
 15   Balance of Profit carried to 
      Balance Sheet                          2,171.25       1,799.02
 
 RESULTS OF OPERATIONS:
 
 During the year under review, the Company has registered a sale of
 Rs.8709.10 lacs (previous year Rs.  7965.11 lacs) and Net Profit after
 Tax of Rs. 740.37 lacs (previous year Rs. 637.97 lacs).
 
 DIVIDEND:
 
 The Company''s overall performance during the year under review was
 satisfactory. Your Directors have pleasure in recommending a dividend
 of Rs. 2.75/- (55%) per share on the Company''s Share Capital [ previous
 year Rs. 2.25/- (45%) per share]. This will absorb total Cash Outflow
 of Rs. 298.52 lacs (previous year Rs.  244.24 lacs) including Corporate
 Dividend Distribution Tax of Rs. 41.67 lacs (previous year Rs. 34.09
 lacs).
 
 PUBLIC DEPOSITS:
 
 During the year under review, the Company has not accepted any public
 deposit within the meaning of Section 58A & 58AA of the Companies Act,
 1956 and rules framed thereunder.
 
 DIRECTORS:
 
 Mr. Sachin Menon and Mr. B. S. Ajitkumar, Directors of the Company,
 retire by rotation at the ensuing Annual General Meeting and being
 eligible, offer themselves for re-appointment.
 
 Brief resume of the Directors proposed to be re-appointed as stipulated
 under Clause 49 of the Listing Agreement with BSE Limited are given in
 the Notice convening 21st Annual General Meeting.
 
 AUDITORS:
 
 M/s. P. M. Vardhe & Co., Chartered Accountants, Kolhapur, the Statutory
 Auditors of your Company hold such office upto the conclusion of
 ensuing Annual General Meeting and are eligible for re-appointment. The
 Company has received a letter from them to the effect that they are
 willing to continue as Statutory Auditors and if re-appointed, their
 re-appointment would be within the limits prescribed under Section
 224(1B) of the Companies Act, 1956.
 
 Your Directors recommend the re-appointment of M/s. P. M. Vardhe & Co.,
 Chartered Accountants, Kolhapur, as Statutory Auditors of the Company
 to hold office from the conclusion of the ensuing Annual General
 Meeting upto the conclusion of next Annual General Meeting of the
 Company and to audit financial accounts for the financial year ending
 on 31st March, 2013.
 
 COST AUDITORS:
 
 Pursuant to the provisions of Section 233B of the Companies Act, 1956
 and in terms of Circular No. F. No.  52/26/CAB-2010 dated 30th June,
 2011 issued by the Ministry of Corporate Affairs, Cost Audit Branch,
 the Company, with the prior approval of the Central Government, has
 appointed Mr. Chandrashekhar S.  Adawadkar, Cost Accountant, Pune, as
 Cost Auditors of the Company for Audit of the cost accounting records
 for the financial year 2011-12.
 
 PARTICULARS OF EMPLOYEES:
 
 As required under the provisions of Section 217(2A) of the Companies
 Act, 1956 read with the Companies (Particulars of Employees) Rules,
 1975, as amended the statement showing the names & other particulars of
 the employees of the Company drawing remuneration not less than
 Rs.60,00,000/- per annum or Rs.5,00,000/- per month is attached to this
 report and marked as Annexure A.
 
 PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE:
 
 As required under the provisions 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, particulars regarding
 conservation of energy, technology absorption and foreign exchange
 earnings and outgo for the year under review are annexed to this report
 and marked as Annexure B.
 
 SECRETARIAL COMPLIANCE CERTIFICATE:
 
 As required under the provisions of Section 383A of the Companies Act,
 1956, Secretarial Compliance Certificate received from M/s. Manish Ghia
 & Associates, Practicing Company Secretary, Mumbai is annexed to this
 report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to the provisions of Section 217(2AA) of the Companies Act,
 1956, the Board of Directors of the Company hereby confirms that:
 
 i) While preparing the Annual Accounts, the applicable accounting
 standards have been followed and proper explanation relating to the
 material departures have been given wherever necessary;
 
 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 ended 31st March, 2012
 and of the profit of the Company for that period;
 
 iii) The Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting frauds and other irregularities;
 
 iv) The Directors have prepared the Annual Accounts on a going concern
 basis.
 
 CORPORATE GOVERNANCE REPORT:
 
 Pursuant to Clause 49 of the Listing Agreement entered into with the
 stock exchange, the following have been made a part of the Annual
 Report and are attached to this report:
 
 - Management Discussion and Analysis
 
 - Corporate Governance Report
 
 - Auditors'' Certificate regarding compliance of conditions of
 Corporate Governance ACKNOWLEDGMENT:
 
 Your Directors wish to place on record their gratitude for the
 continued co-operation and patronage extended by the esteemed customers
 both in OEM and Replacement Market segments. The Directors would also
 like to place on record their sincere appreciation for the continued
 co-operation, guidance, support and assistance during the year under
 report by our bankers, all the customers, suppliers of the Company and
 Government agencies. The Board of Directors wishes to express its
 appreciation for the valuable contribution made by the employees at all
 levels during the year under report.
 
                             FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
 
 Place: Kolhapur                        R. D. DIXIT          NITIN MENON
 
 Date : 27th May, 2012              Vice Chairman & 
                                  Managing Director       Joint Managing 
                                                                Director