Dear Members,
 
 The Directors have pleasure in presenting their 19th Annual Report
 alongwith the Audited Accounts for the year ended on March 31, 2011.
 
 FINANCIAL RESULTS
 
                                                            (Rs. in Lacs)
 
 PARTICULARS                                For the Year    For the Year
                                                Ended on        Ended on 
                                          March 31, 2011  March 31, 2010
 
 Sales/Income from operations                  91,231         59,935
 
 Other income                                   1,460            106
 
 Cash Operating Profit                          8,037          5,762
 
 Profit Before Tax                              4,673          3,060
 
 Provision for Taxation                           800            650
 
 Deferred Tax Liability/(Asset)                   383            123
 
 Short Provision of Income Tax/Wealth Tax           6             –
 
 Profit after Tax                               3,484          2,287
 
 Brought Forward Profit from Previous Year      5,555          4,084
 
 Profits Available for appropriation            9,039          6,372
 
 APPROPRIATION:
 
 – General Reserve                               400             400
 
 – Proposed Dividend on Preference Shares        153              43
 
 – Proposed Dividend on Equity Shares            387             315
 
 – Corporate Tax on Dividend                      88              59
 
 – Balance of Profit carried forward           8,011           5,555
 
 FINANCIAL HIGHLIGHTS
 
 The Financial Statements of 2010-11 includes the results of erstwhile
 Minda Autogas Ltd. which has been merged with the Company.
 
 The Sales/Income from operations for the Financial Year under review
 were Rs. 91,231 Lacs as against Rs. 59,935 Lacs for the previous year.
 
 During the year under review the Company carried out trading activities
 in street lights and LED lantern.
 
 DIVIDEND & APPROPRIATIONS
 
 Appropriations
 
 During the year 2010-11 an amount of Rs. 400 Lacs has been appropriated
 to General Reserve (last year Rs. 400 Lacs).
 
 Dividend
 
 Your directors recommend
 
 1) Dividend of 30% i.e. Rs. 3/- per Equity Share (previous year Rs. 3/- per
 equity Share) on the face value of Rs. 10/- each on 1,29,10,192 Equity
 Shares (previous year 10,505,064 Equity Shares), amounting to Rs. 387
 Lacs (Previous Year Rs. 315 Lacs)
 
 2) Dividend of 3% i.e. Rs. 0.30 per 3% Cumulative Redeemable Preference
 Shares ofRs. 10/- each on 35,00,000 3% Cumulative Redeemable Preference
 Shares, amounting to Rs. 10,50,000/- (previous year Rs. 1,23,699/- on
 prorata basis).
 
 3) Dividend of 3% i.e. Rs. 0.30 per 3% Cumulative Compulsorily
 Convertible Preference Shares of Rs. 2,187/- each on 1,83,500 3%
 Cumulative
 
 Compulsorily Convertible Preference Shares, amounting to Rs.
 1,20,39,435/- (previous year Rs. 14,18,344/- on prorata basis). These
 shares have been converted into equity effective from 1st April, 2011
 and will be eligible for dividend as per the terms of conversion.
 
 JOINT VENTURE
 
 During the year under review, M J Casting Ltd, was jointly incorporated
 by Minda Group and JBM Group. The Company will do the die casting
 business and will cater the day to day demand of the customers namely
 Honda Motorcycles and Scooters India Ltd. Your Company has invested in
 the equity shares of the said Company to the tune of Rs. 500 Lacs. Your
 Company foresee great business opportunities through this joint
 venture.
 
 During the year under review, the technical license agreement between
 TYC Brothers, Taiwan and Minda Industries Ltd. has been discontinued by
 executing termination agreement with effect from November 29, 2010.
 
 PROJECTS
 
 Your Company is under the process of establishing a new project for
 developing Blow moulded products considering enormous business
 opportunities in the years to come.  The Company has purchased the land
 at Bawal (Haryana) and the construction on the said land has already
 been started and it is expected that the commercial production of this
 plant will take place in 2011 - 12.
 
 DISINVESTMENT IN SHARES
 
 Your Company was holding 1,80,000 Equity Shares of Om Marubeni
 Logistics Pvt. Ltd. and 4940 Equity Shares in Minda Realty &
 Infrastructure Ltd. Your Company sold the entire shareholding held in
 the said companies during the year 2010-11 as the desired result were
 not achieved by these companies.
 
 LIASION / REPRESENTATIVE OFFICE
 
 Your Company has opened its liaison / representative office in Taiwan.
 This will help in exploring the prospective customers and sourcing for
 design and tool development etc. This way the Company foresee the self
 reliance in the field of manufacturing and developing lighting
 equipments.
 
 AWARD AND RECOGNITION
 
 During the year, the following awards have been received by the various
 units of the Company.
 
 1) The Gold Award won by the Switch Division, Pune in Pune Divisional
 Productivity Council competition held in December, 2010.
 
 2) The Excellent in TPS and Distinguished Award in QC were won by
 the Switch Division, Pune, in QCFI-NCQC competition held at
 Vishakhapatnam in December, 2010.
 
 3) Third Consolation Award was won by the Blow Moulding Division,
 Bangalore in CII QC Competition held in November, 2010.
 
 4) Manufacturing Excellence Award was won by the Lighting Division
 from Eicher Group.
 
 5) Direct on lines Supplies Award was won by the Lighting Division,
 Sonepat from the International Tractors Ltd.
 
 6) The Gold Award was won by Lighting Division, Manesar in QCFI held
 in September, 2010.
 
 7) The Vendor Performance - Gold Award was won by Lighting Division
 from Maruti Suzuki India Ltd.
 
 8) Second Prize was won by Lighting Division, Pune on QC Circles at the
 23rd Regional Convention (CII) held in February, 2011 at Indore.
 
 FIXED DEPOSITS
 
 No fresh deposits were accepted by your Company during the year. There
 are no overdue deposits of your Company.
 
 AMALGAMATION
 
 The Company, Minda Autogas Ltd. has been amalgamated with Minda
 Industries Ltd. Vide Delhi High Court Order dated 25th January, 2011
 having appointed date of April 01, 2009.
 
 The Amalgamation of Minda Acoustic Ltd. with Minda Industries Ltd. is
 under process. The Court Convened meetings of the Unsecured Creditors
 of Minda Acoustic Ltd. and Minda Industries Ltd. and the Shareholders
 Meeting of Minda Industries Ltd. were held on March 26, 2011. The final
 hearing date of this amalgamation is fixed for August 24, 2011.
 
 With these amalgamations, the product range of the Company will be
 increased and will includes Switches, Lightings, Horns, Batteries, Blow
 Moulded products and CNG/LPG Kits.
 
 REDEMPTION OF 9% CUMULATIVE REDEEMABLE PREFERENCE SHARES
 
 During the year under review the Company redeemed 9% Cumulative
 Redeemable Preference Shares of Rs. 300 Lacs.
 
 CONVERSION OF 3% CUMULATIVE COMPULSORILY CONVERTIBLE PREFERENCE SHARES
 INTO EQUITY SHARES
 
 The matter relating to conversion (effective from 1st April, 2011) of
 1,83,500 3% Cumulative Compulsorily Convertible Preference Shares was
 approved by the Board on 28th March, 2011. Therefore, against the said
 conversion 18,35,000 equity shares of Rs. 10/- each with a premium of Rs.
 208.70 per shares, have been issued to India Business Excellence Fund I
 and IL&FS Trust Company Ltd., a Trustee of India Business Excellence
 Fund I.  These shares shall rank pari passu with the existing equity
 shares of the Company.
 
 DIRECTORS
 
 In accordance with the provisions of the Articles of Association of the
 Company and of the Companies Act, 1956, Mr. Subhash Lakhotia and Mr.
 S.K. Arya, Directors of the Company are liable to retire by rotation on
 the date of the forthcoming Annual General Meeting and being eligible,
 offer themselves for re-appointment.
 
 Information about the directors proposed to be re-appointed such as
 their experience etc. as required under Clause 49 of the Listing
 Agreement is being given in the Notice to the shareholders for the
 forthcoming Annual General Meeting of the Company, which is forming
 part of this Annual Report.
 
 Mr. Ashok Minda resigned from the directorship from the Board with
 effect from April 14, 2011. Your Company wishes to place on records the
 contributions and suggestions made by him during his tenure from time
 to time.
 
 The designation of Mr. Vivek Jindal was changed from Whole Time
 Director to Director w.e.f. April 14, 2011.
 
 Mr. Anand Kumar Minda was appointed as Director on the Board of the
 Company with effect from April 14, 2011.  Mr. Anand Kumar Minda is a
 Science Graduate, having experience of more than 35 years in automobile
 industry.  He has in-depth experience of financial controls and
 reviews.
 
 HUMAN RESOURCE
 
 Your Company recognizes that people are its principal assets and that
 its continued growth is dependent upon the Company''s ability to attract
 and retain quality people.  The Company encourages long-term commitment
 to the Company by rewarding its people for the opportunities they
 create and the value generated for customers and shareholders. The
 Company conducts several training programmes to upgrade the skills of
 the workforce and also taken the following major initiative to take
 care of human resources during the year:
 
 Pathshala - The group is having learning Centre Pathshala, since
 October, 2008. Pathshala is imparting training to new joinees and also
 regular training to existing employees.
 
 CORPORATE SOCIAL RESPONSIBILITIES
 
 The Corporate Social Responsibilities (CSR) progress is integral part
 of Company''s business. No growth can happen in isolation and real
 success and happiness only comes when every one and any one connected
 to receive equal benefits.
 
 The Company, Minda Industries Limited continues to support Moga Devi
 Minda Charitable Trust, which inter alia operates through:
 
 Minda Bal Gram: provides long term and sustained institutional care to
 the children in need. The Bal Gram believes in the all round
 development of the children.  In order to fulfil its objectives and
 long term goals, the institution provides physical, mental, spiritual,
 residential educational development and employment opportunities to the
 children.
 
 Minda Seva Kendra: This project is mainly for the rural development in
 Haryana. The center was established in April, 2007 in Bagla Village of
 Hissar District in Haryana.  Under this project, the Trust has adopted
 the village and is working towards making it an ‘Ideal Village''.
 
 The following programmes are being run thrugh this project.
 
 Sankranti Program: It includes the establishment of Computer Learning
 Program (CLP). Uptil now, 419 students have been registered with the
 Centre and out of them 261 students have completed their diplomas in
 various courses.
 
 Samarth Program: This project includes the establishment of Women
 Empowerment Program (WEP). Total 175 students have been registered with
 the centre. Out of them, 88 students have completed their diplomas in
 various courses.
 
 Sankalpa Program: This is a Personality Development Program (PDP).
 Total 417 students have been registered with the Centre. Personality
 Development classes are being taken for students every Saturday and
 English spoken & learning classes are also part of this program.
 
 Jawala Mai Dham: Temple of Goddess Jawala Mai surrounded with green
 park, where people come to worship. It is a unique in Hissar District.
 There is twice Navratra Puja in a year. It has become a holy place
 for the people of nearest villages.
 
 Minda Seva Sadan: A glorious building for the functions like marriages,
 parties etc. for the surrounding village of Hissar (Bagla) has been
 built.
 
 SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
 
 During the year under review, the shareholding held in Minda Realty &
 Infrastructure Ltd. (a subsidiary Company) has been transferred. Hence,
 your Company has now one subsidiary Company namely Minda Auto
 Components Ltd.
 
 Minda Auto Components Ltd. is engaged in the business of manufacturing
 of switches for automobiles and is located at Noida, Hosur, Mysore and
 Nalagarh. Consolidation of results of this subsidiary Company with the
 holding Company enhance the stakeholders value.
 
 STATUTORY REQUIREMENT
 
 As required under the Listing Agreement with the Stock Exchanges, a
 consolidated financial statements of the Company and all its
 subsidiaries are required to be prepared. These Financial statements
 have been prepared in accordance with Accounting Standards issued by
 the Institute of Chartered Accountants of India.
 
 As per section 212(8) of the Companies Act, 1956, the companies are
 required to attach the Balance Sheet, Profit and Loss Account and other
 documents of the Subsidiary Company. The Ministry of Corporate Affairs,
 Government of India has issued a circular, allowing the companies about
 non attaching of subsidiary Balance Sheet etc.  provided the Company
 has to take Board approval. Your Company has taken the approval from
 the Board for not attaching the financial of the subsidiary Company
 namely Minda Auto Components Ltd.
 
 The Accounts of the subsidiary will be made available for inspection by
 any members of the Company at its registered office and also at the
 registered office of the subsidiary.  The accounts of the subsidiary
 Company and the detailed information will be made available to the
 members upon receipt of the request from them. The summary of the key
 financials of the Company''s subsidiary is enclosed with this Annual
 Report.
 
 AUDITORS AND AUDITORS'' REPORT
 
 M/s. R.N. Saraf & Co., Chartered Accountants, were appointed as
 Statutory Auditor, in the Annual General Meeting of the Company held on
 December 24, 2010 to hold the position upto this Annual General
 Meeting. It is stated that M/s. R.N. Saraf & Co. has submitted their
 resignation that they will not hold the said position after this Annual
 General Meeting.
 
 Your Board of Directors have proposed to appoint M/s. B S R and
 Company, Chartered Accountants as the Statutory Auditors of the Company
 in their place to hold office until the conclusion of the next Annual
 General Meeting of the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors Responsibility Statement, it is
 hereby confirmed:
 
 1.  That in the preparation of the accounts for the financial year
 ended 31st March, 2011, the applicable Accounting Standards have been
 followed alongwith proper explanation relating to material departures,
 if any;
 
 2.  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.
 
 3.  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 assets of the
 Company and for preventing and detecting fraud and other
 irregularities.
 
 4.  That the Directors had prepared the Annual Accounts on a ‘going
 concern'' basis.
 
 INFORMATION REGARDING CONSERVATION OF ENERGY ETC. AND EMPLOYEES
 
 Information required under section 217(1) (e) of the Companies Act,
 1956 (hereinafter referred to as the Act) read with Rule 2 of the
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988, relating to conservation of Energy, Technology
 Absorption, Foreign Exchange Earnings and Outgo is annexed to this
 report at Appendix-I and forms part of the Directors'' report.
 
 Information as per Section 217 (2A) of the Companies Act, 1956, read
 with Companies (Particulars of Employees) Rules, 1975 as amended from
 time to time forms part of the Directors'' Report. However, as per the
 provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the
 Report and the Accounts are being sent to all the members excluding the
 statement containing the particulars of employees to be provided under
 section 217(2A) of the Companies Act, 1956. Any member interested in
 obtaining such particulars may inspect the same at the registered
 office of the Company or write to the Company Secretary for a copy.
 
 ENVIRONMENT COMPLIANCE
 
 Safety and environmental performance is integral to the business
 performance of the Company, and received continued focus throughout the
 year. ‘Zero accidents'' is acceptable standard of safety performance.
 The Company organizes fire fighting training for staff and workers.
 
 Sound environmental heath and safety management is an integral part of
 the Company''s business practices. For all manufacturing facilities, 
 which require environmental consents such as air, water and hazardous 
 waste, proper authorizations from respective Pollution Control Boards 
 have been obtained and are in compliance with the present Environmental 
 Legislation.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a
 separate section titled Report on Corporate Governance has been
 included in this Annual Report, which is annexed to this report as
 Appendix II. Your directors are pleased to report that your Company is
 fully compliant as on March 31, 2011 with the SEBI Guidelines on
 Corporate Governance. A certificate from M/s. R.N.  Saraf & Co.,
 Chartered Accountants confirming the compliance with the conditions of
 corporate governance as stipulated under clause 49 of the listing
 agreement is annexed as Appendix- III.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Management Discussion and Analysis Report as required under clause 49
 of the Listing Agreement with stock exchanges forms part of the Annual
 Report and is annexed as Appendix - IV.
 
 ACKNOWLEDGEMENT
 
 Your Directors place on record their appreciation of the co-operation
 and support extended to the Company by Government Authorities, Bankers,
 Suppliers, Customers, Private Equity Partner and other stakeholders
 whose continued support has been a source of strength to the Company.
 The continued dedication and sense of commitment shown by the employees
 at all levels during the year.
 
 The Directors also take this opportunity to express its deep gratitude
 for the continued co-operation and support received from its valued
 shareholders.
 
                                    For and on behalf of the Board of
 
                                           MINDA INDUSTRIES LTD.
 
 Place : Gurgaon, Haryana                      (Nirmal K. Minda)
 Date : July 15, 2011                   Chairman & Managing Director