To the Shareholders,
 
 The Directors have pleasure in presenting the 28th Annual Report of
 your Company, together with the Audited Accounts for the year ended
 31st March, 2011.
 
 FINANCIAL RESULTS
 
                                                     (Rs. in Crores)
                                     Current Year      Previous Year
                                       31/03/2011         31/03/2010
 
 Gross Sales and other Income             1096.19             837.03
 
 Net Sales and other Income               1016.98             784.82
 
 Profit before Interest & 
 Depreciation                              126.65              87.74
 
 Less : Interest & Financial 
 charges                                    43.65              35.14
 
 Profit before Depreciation and Tax         83.00              52.60
 
 Depreciation                               53.94              47.62
 
 MAT Credit Receivable                     (1.45)                —
 
 Provision for Income Tax                   4.87                0.04
 
 Provision for Deferred Tax                (0.87)              (1.13)
 
 Net Profit                                26.51                6.07
 
 Appropriations:
 
 Proposed Dividend on Equity                2.71                 —
 Shares @20%
 
 Dividend on Equity Shares @15%              —                  1.93
 
 Corporate Dividend Tax                     0.44                0.32
 
 Transferred to General Reserve             2.00                0.38
 
 Balance carried to Balance Sheet          21.36                3.44
 
                                           26.51                6.07
 
 Your Company has recorded a turnover of Rs.1096.19 crores in the year
 under report as against Rs.837.03 crores in the previous year. Your
 Company has earned a Profit after Tax (PAT) of Rs.26.51 crores which
 includes amount of Rs.10.61 crores and Rs.9.29 crores being the profit
 on transfer of leasehold rights/interests of the Company in the
 immovable properties at Ambernath, Mumbai and Bommasandra, Bangalore
 respectively over the previous year''s PAT of Rs.6.07 crores.
 
 OUTLOOK FOR CURRENT YEAR
 
 The Unaudited Financial Results for the quarter ended 30th June, 2011,
 already announced, show a turnover of Rs.286.95 crores for the first
 quarter of the current year against a turnover of Rs.248.93 crores of
 the corresponding quarter of the previous year, an increase in turnover
 by 15.27 percent. Your Directors are taking steps to improve the
 turnover and margin during the remaining part of the year despite the
 recessionary trends in the economy.
 
 RESERVES
 
 The reserves of your Company after proposed appropriations shall stand
 at Rs.306.12 crores (including premium of Rs.10.61 crores received on
 conversion of warrants into equity shares) as against Rs.272.15 crores
 (including premium of Rs.5.40 crores received on conversion of warrants
 into equity shares) in the previous year.
 
 EXPORT
 
 The export turnover of your Company during the period under review was
 Rs.202.30 crores as against Rs.147.84 crores in the previous year. The
 export turnover includes sale to wholly owned subsidiaries amounting to
 Rs.146.86 crores as against Rs.114.14 crores in the previous year. Our
 wholly owned subsidiaries in United Kingdom and United States of
 America provide last mile sales and customer support.
 
 During the quarter ended 30th June, 2011 of current year export
 turnover was Rs.41.67 crores as against Rs.55.00 crores in the
 corresponding quarter of the previous year. Further details as regards
 efforts of your Company on this front have been dealt with in the
 Management Discussion and Analysis section of this report.
 
 DIVIDEND
 
 Your Directors have recommended a Dividend @20 percent i.e.  Re.0.20
 per Equity Share of Re.1/- each for the financial year 2010-11,
 amounting to Rs.3.15 crores including dividend tax of Rs.0.44 crore on
 the enhanced Equity Share Capital of Rs.13.53 crores as against a
 dividend of 15 percent i.e. Re.0.15 per Equity Share of Re.1/- each
 aggregating to Rs.2.25 crores including dividend tax of Rs.0.32 crore
 in the previous year on the Equity Share Capital of Rs.12.89 crores.
 
 SHARE CAPITAL
 
 The Company has made preferential allotment of 97,00,000 warrants
 convertible in one or more tranches within 18 months from the date of
 allotment date i.e. 11th July, 2009 into equal number of Equity Shares
 of Rupee One each at a premium of Rs.16.50 per share to the Promoter
 Group Company. An upfront payment has been received @Rs.4.40 per
 warrant aggregating to Rs.4.27 crores and balance amount will be
 received at the time of conversion of the warrants. During the
 financial year under report remaining 64,30,000 warrants out of the
 aforesaid 97,00,000 warrants, have been converted by way of second and
 final tranche into 64,30,000 Equity Shares of Re.1/- each at a premium
 of Rs.16.50 per share after receipt of balance amount aggregating to
 Rs.8.42 crores.  The amount collected has been utilized for the purpose
 it was raised. The Paid-up Equity Share Capital has increased to
 Rs.13.53 crores from Rs.12.89 crores after this allotment.
 
 FINANCE
 
 Your Company has been affirmed A2  and LA- Ratings for Line of
 Credit (Basel-II) for its Short Term and Long Term Bank Facilities
 respectively by ICRA Limited. Your Company uses long/short term
 facilities from the Banks on most favourable terms.
 
 NEW PLANTS AND FACILITIES
 
 Your Company is undertaking continuous endeavours for expansion of its
 domestic and overseas customers by implementing new facilities to
 enhance capacity and also geographically de-risk our operations. Your
 Company has started work for its:
 
 A.  Sanand Plant
 
 This plant has commenced commercial production in the last quarter of
 financial year under report and caters to the needs of current
 requirements of Tata Motors Limited for its Nano Car Plant at Sanand,
 Ahmedabad in the state of Gujarat.  Strategically located, this plant
 will provide a very good launch pad to supply components to the
 customers like Ford India, Maruti Suzuki and Peugeot who are firming up
 plans to set up their manufacturing facilities in the region.
 
 B.  Chennai Plant
 
 The civil work to establish a Plant to manufacture Auto Components is
 in progress at Oragadam, Chennai on the land allotted by SIPCOT
 Industrial Growth Centre in the state of Tamil Nadu to cater to the
 customers in South India and export.
 
 C.  Haridwar Plant
 
 This Plant is in full operation and has commenced supplies of
 components to Hero MotoCorp Limited''s plant located in the region. Your
 Company is exploring the possibilities to further enhance capacity to
 cater to the growing demand for its products.
 
 D.  Bawal Plant
 
 The Company had set up a plant in HSIIDC, Phase II, Bawal (Haryana)
 during the year under report to produce High Pressure Die Casting and
 Gravity Die Casting and fully machined components for its expanding
 customer base. It has already started commercial production in the
 current year and will witness growth in its revenues. Further, there is
 plan to set up High Tonnage High Pressure Die Casting and machining
 facility for Auto Components which will achieve start of production in
 the next financial year. The civil construction activity has already
 commenced.
 
 E.  Bhiwadi Plant
 
 Site development work is in progress for setting up an Auto Components
 Manufacturing Plant at Industrial Area, Pathredi, Bhiwadi, Distt. Alwar
 (Rajasthan).
 
 SUBSIDIARY COMPANIES
 
 Your Company has Unlisted Wholly Owned Subsidiaries:
 
 A.  Rico Auto Industries Inc. USA
 
 This Company is engaged in the business of trading of Auto Components
 in the North American and Brazil Markets.
 
 The Company earned a total revenue of Rs.99.94 crores during the
 financial year ended 31st March, 2011 as against Rs.100.16 crores in
 the previous year, a marginal decrease of 0.21 percent. The Company
 earned a net profit of Rs.1.08 crores as against Rs.0.20 crore in the
 previous year thus experiencing expanding margins. This Company has not
 declared any dividend for the financial year ended 31st March, 2011.
 
 This Subsidiary has achieved a turnover of Rs.23.27 crores for the
 first quarter ended 30th June, 2011 as against Rs.22.87 crores in the
 corresponding quarter of the previous year, an increase of 1.75 per
 cent. During the financial year and period under review your Company
 has not made any additional investment in this Subsidiary.
 
 The Subsidiary is expecting significant growth during the remaining
 part of the current financial year.
 
 B.  Rico Auto Industries (UK) Limited, U.K.
 
 This Company is engaged in the business of trading of Auto Components
 for the European Markets.
 
 The Company earned a total revenue of Rs.50.10 crores during the
 financial year ended 31st March, 2011 as against Rs.31.54 crores in the
 previous year. The Company earned a net profit of Rs.1.27 crores as
 against Rs.0.52 crore in the previous year. This Company has not
 declared any dividend for the financial year ended 31st March, 2011.
 
 This Subsidiary has achieved a turnover of Rs.10.42 crores for the
 first quarter ended 30th June, 2011 as against Rs.13.08 crores in the
 corresponding quarter of the previous year.  During the financial year
 and period under review your Company has not made any additional
 investment in this Subsidiary.
 
 The Subsidiary is expecting significant growth during the remaining
 part of the current financial year.
 
 C.  Rasa Autocom Limited
 
 During the year under review, this Company has not started any
 manufacturing activities. The Company has earned an interest income of
 Rs.0.46 lac on the fixed deposit with Banks and incurred expenses of
 Rs.5.23 lacs towards administrative and other operating expenses. The
 Company sustained a net loss of Rs.4.97 lacs during the year under
 report. A loan of Rs.19.47 crores has been given to this Company as on
 30th June, 2011. The Company has commenced manufacturing of auto
 components and recorded a turnover of Rs.1.17 crores during the first
 quarter of financial year 2011-12.
 
 D.  Uttarakhand Automotives Limited
 
 During the year under review, this Company has not started any
 manufacturing activities. The Company has incurred expenses of Rs.2.05
 crores towards administrative and other operating expenses. The Company
 sustained a net loss of Rs.2.05 crores during the year under report. A
 loan of Rs.15.91 crores has been given to this Company as on 30th June,
 2011 towards the cost of land.
 
 E.  RAA Autocom Limited
 
 During the year under review, this Company has not started any
 manufacturing activities. The Company has incurred expenses of Rs.0.59
 crore towards administrative and other operating expenses. The Company
 suffered a net loss of Rs.0.59 crore during the year under report. A
 loan of Rs.5.92 crores has been given to this Company as on 30th June,
 2011.
 
 F.  AAN Engineering Industries Limited
 
 Your Company took over Rupak Automotive Industries Limited by acquiring
 its entire paid-up equity capital of Rs.5.00 lacs on 8th April, 2011 as
 a consequence it became our wholly owned subsidiary Company. It was
 renamed as AAN Engineering Industries Limited. This Company has taken
 new initiatives to set up a State of the art unit for manufacturing for
 the Aerospace, Defence, Railways and Security Equipments at Gurgaon, in
 the premises taken on lease from us.
 
 SUBSIDIARY & JOINT VENTURE COMPANIES
 
 A.  Rico Jinfei Wheels Limited
 
 The Company earned a total revenue of Rs.42.40 crores during the
 financial year ended 31st March, 2011 as against Rs.8.65 crores in the
 previous year. This Company has incurred a loss of Rs.5.53 crores in
 the financial year ended 31st March, 2011 as against PAT of Rs.0.05
 crore in the previous year.
 
 Your Company has invested Rs.9.25 crores in the Equity Share Capital
 and given a loan of Rs.42.36 crores as on 30th June, 2011.
 
 B.  KRP Auto Industries Limited
 
 During the year under review, the Company has acquired the Leasehold
 Rights in the Industrial Plot measuring about 89937 sq. mtrs. situated
 at Plot No. 283, Bommasandra-Jigani Link Road Industrial Area,
 Bangalore from our Company and has allotted 4,70,930 Equity shares of
 Rs.100/- each at a premium of Rs.330/- to the Company, towards the
 agreed consideration of Rs.20.25 crores. After the allotment of these
 shares, our Company holds 99.95 percent in the paid-up equity share
 capital in this Joint Venture Company. The Joint Venture Company has
 taken initiatives to set up the industrial project in the above said
 industrial plot for the manufacture of auto components. It is expected
 that the manufacturing activities will start in the third quarter of
 the current fiscal.
 
 During the period under review, the Company has earned an income of
 Rs.0.89 lac from trading activities. The Company has incurred a net
 loss of Rs.4.27 lacs during the financial I year 2010-11.
 
 JOINT VENTURE COMPANIES
 
 A.  FCC Rico Limited
 
 FCC Rico recorded a turnover of Rs.702.93 crores for the financial year
 ended 31st March, 2011 as against Rs.512.17 crores in the previous
 year, a growth of 37 percent. The Board of this Company has
 recommended a dividend of 75 percent for the year ended 31st March,
 2011. Your Company expects to receive an amount of Rs.2.96 crores by
 way of dividend on its investment.
 
 B.  Continental Rico Hydraulic Brakes India Private Limited
 
 Continental Rico recorded a turnover of Rs.11.78 crores in the
 financial year ended 31st March, 2011 as against Rs.13.24 crores in the
 previous year. Your Company has so far invested Rs.55.00 crores in the
 Equity Share Capital as on 30th June, 2011.
 
 C.  Magna Rico Powertrain Private Limited
 
 Magna Rico recorded a turnover of Rs.15.42 crores in the financial year
 ended 31st March, 2011 as against Rs.1.74 crores in the previous year.
 Your Company has so far invested Rs.16.12 crores in the Equity Share
 Capital as on 30th June, 2011.
 
 FINANCIAL STATEMENTS
 
 Pursuant to the Listing Agreements, the appended Audited Consolidated
 Financial Statements of the Subsidiaries and the Joint Venture
 Companies, in accordance with Accounting
 
 Standards issued by the Institute of Chartered Accountants of India
 form a part of the Annual Report.
 
 In terms of Circular issued by the Ministry of Corporate Affairs,
 general exemption has been granted from the provisions of Section 212
 of the Companies Act, 1956 to Companies in relation to attaching
 accounts and other documents pertaining to its subsidiaries subject to
 fulfillment of the conditions mentioned in the circular. The Board of
 Directors have, vide their resolution passed on 21st May, 2011,
 consented not to attach the accounts and other documents pertaining to
 Company''s Subsidiaries. The Company will make available these documents
 upon request by any member of the Company interested in obtaining the
 same.  However, as directed by the Central Government, the financial
 data of the subsidiaries have been disclosed elsewhere forming part of
 the Annual Report.
 
 FIXED DEPOSITS
 
 During the year the Company has not accepted deposits from the public
 under section 58A of the Companies Act, 1956.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)
 
 Pursuant to Clause 49 of the Listing Agreement, MDA which forms part of
 this Report is annexed.
 
 CORPORATE GOVERNANCE
 
 A separate report on Corporate Governance alongwith General
 Shareholders information as prescribed under the Listing Agreement is
 annexed as a part of this Report, alongwith the Auditors'' Certificate
 thereon.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
 confirm that:
 
 i) in the preparation of the annual accounts for the financial year
 ended 31st March, 2011 the applicable accounting standards have been
 followed and there are no material departures;
 
 ii) appropriate accounting policies have been selected and applied
 consistently and have 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 as at 31st March, 2011 and of the profit for the year
 1st April, 2010 to 31st March, 2011;
 
 iii) proper and sufficient care has been taken 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
 preventing and detecting fraud and other irregularities; and
 
 iv) the annual accounts for the financial year ended 31st March, 2011
 have been prepared on a going concern basis.
 
 AUDIT COMMITTEE
 
 Your Company has an Audit Committee to meet the requirement of the
 Companies Act, 1956 as well as of Listing Agreement with the Stock
 Exchanges. The details of the Audit Committee are given under the
 Corporate Governance Report.
 
 LISTING OF EQUITY SHARES
 
 The Equity Shares of your Company are presently listed on Bombay Stock
 Exchange Limited & The National Stock Exchange of India
 
 Limited. The Annual Listing Fees have been paid for the financial year
 2011-12.
 
 DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of your Company, Shri Kanwal Monga and Shri
 Amarjit Chopra, Directors will retire by rotation at the forthcoming
 Annual General Meeting and being eligible, offer themselves for
 re-appointment.
 
 Brief resume relating to Directors who are being re-appointed are given
 in the Notice of the Annual General Meeting.
 
 AUDITORS
 
 M/s. Gupta Vigg & Co. (Firm Registration No. 001393N), Chartered
 Accountants, Statutory Auditors of the Company hold office till the
 conclusion of the forthcoming Annual General Meeting and being eligible
 offer themselves for re-appointment. They have given a certificate
 under section 224(1B) of the Companies Act, 1956 to the effect that
 their re-appointment as Auditors of the Company, if made, would be in
 accordance with the said section. The Board recommends their
 re-appointment.
 
 The observations in the Auditors'' Report are dealt within the notes to
 accounts at appropriate places and being self-explanatory, need no
 further comments.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 As required by 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, the relevant information is
 given in the annexure forming part of this report.
 
 TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND
 PROTECTION FUND (IEPF)
 
 Pursuant to the provisions of Section 205A(5) of the Companies Act,
 1956, the declared dividends, which remained unpaid/ unclaimed for a
 period of 7 years have been transferred by the Company to the IEPF
 established by the Central Government pursuant to Section 205C of the
 said Act.
 
 PERSONNEL
 
 In terms of 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 the employees are set out
 in the Annexure to the Directors'' Report.  However, as per the
 provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report
 excluding the aforesaid information is being sent to all the Members of
 the Company and others entitled thereto. Member who is interested in
 obtaining such particulars may write to the Company Secretary at the
 Corporate Office of the Company. The said information is also available
 for inspection at the Corporate Office and Registered Office during
 working hours upto the date of the Annual General Meeting.
 
 During the year under report the Industrial relations with personnel
 remained cordial, at all Plants. Your Directors wish to place on record
 their appreciation of the sincere and unstinted support provided to the
 Company by its employees at all levels.
 
 ACKNOWLEDGEMENTS
 
 The Board wishes to place on record its sincere appreciation for the
 continued assistance and support extended to the Company by Financial
 Institutions, Banks and various departments of Central and State
 Governments. Your Directors acknowledge with gratitude the
 encouragement and support extended by our valued customers.
 
                                  On behalf of the Board of Directors
 
                                  Anup Singh            Arvind Kapur
                               Director-in-Chair       Vice Chairman,
 Place : Gurgaon                                                CEO &
 
 Dated : 11th August, 2011                          Managing Director