The Members
 
 The Directors are pleased to present their 26th Annual Report of the
 Company together with the AuditedAccounts for the year ended 31st
 March, 2011.
 
 FINANCIALRESULTS
 
                            Current year             Previous year
                             2010-11                   2009-08
                            (Rs.in Lacs)             (Rs. in Lacs)
 
 Gross Profit before 
 financial charges and 
 depreciation                       9007.36                    9401.84
 
 Less: Financial Charges & 1750.36                             1603.33
 
 Depreciation              4054.96  5805.32      3847.07       5450.40
 
 Net Profit before 
 Taxation                           3202.04                    3951.44
 
 Less: Taxation                      347.63                    1142.45
 
 Profit after Taxation              2854.41                    2808.99
 
 Add: Profit brought forward       13199.41                   13080.08
 
 Profit available for 
 appropriation                     16053.82                   15889.07
 
 Less: Proposed Dividend             479.91                     419.92
 
 Less:- Corporate Dividend Tax        77.85                      69.74
 
 Less:- Transfer to General 
 Reserve                            2000.00                    2200.00
 
 Balance carried over to           13496.05                   13199.41 
 
 Balance Sheet
 
 
 
 DIVIDEND
 
 Your Company has earned a net profit (after tax) of Rs 2854 Lacs as
 against Rs.2809 Lacs in the previous year. Your directors recommend a
 dividend of 80 paisa per share (i.e. 40%) on the paid-up equity share
 capital for the year ended 31st March, 2011 as against 70 paisa per
 share (i.e. 35%) declared in the previous year. The dividend, if
 approved by the shareholders at the ensuing Annual General Meeting,
 shall absorb a sum of Rs.479.91 lacs exclusive of Dividend Tax.
 
 BUSINESS OPERATIONS
 
 Your Company has continues to scale new heights and set several new
 benchmarks in terms of sales and overall operations. The company has
 sold 895,072 nos. ofA.C. systems as against 747,707 nos. in the
 previous year an increase of 20%. The Company during the current year
 despite the pressure of currency fluctuation and higher input cost has
 been able to sustain the profit after tax.
 
 The company had also been able to maintain its market leadership with
 customer focus and upgraded technology.As a result, your company
 recorded an increase of 20% in the net turnover of Rs 1,089.10 crores
 during the year as against Rs.905.46 crores in the previous year.
 
 The performance of the company is also discussed in Management
 Discussion and Analysis, as stipulated under clause 49 of the Listing
 Agreement with the Stock Exchanges, which forms part of the Directors''
 Report
 
 EXPANSION AND FUTURE PROSPECTS
 
 Your Company considering the growth in the Automobile sector in medium
 term and in general, has planned its capacity expansion, to cater to
 the increased demand from existing as well as new Automobiles
 manufacturers in India. Moreover company is continuously engaged in VA
 / VE and localization and as a step in that direction during the year
 under review the company was able to localize new generation RS
 Evaporator, thereby resulting is savings in term of cost and foreign
 exchange.
 
 The Company has also started the process of setting up its new facility
 at Chennai, Tamil Nadu targeting Southern India based OEM. The Company
 is also strategically diversifying into other Thermal Engineering
 Products for Automobiles Sector or for other industrial uses like
 radiators, engine cooling modules, Bus airconditioning, Rail
 airconditioning etc.
 
 The Company during the last financial year has established a design
 Joint venture Company in India with its collaborator Denso Corporation
 for carrying out application design services for the development of new
 products for the satisfaction of its ultimate customers with low cost
 and less lead time in product development.
 
 AWARDS AND RECOGNITIONS
 
 The working of your company has always been recognized for improvement
 in operational efficiencies, cost control, delivery etc. The Company
 was awarded following prestigious awards in the following categories:
 
 a) Best Vendor Award for overall performance from MSIL.
 
 b) VA VE Implementation Award from MSIL.
 
 c) Warranty Improvement Award from MSIL.
 
 d) Tier 2 Vendor up gradation Award from MSIL.
 
 e) Timely capacity Expansion Award from MSIL.
 
 f) Best vendor award from Mahindra & Mahindra.
 
 g) Gold Award for manufacturing excellence- IMEA
 
 SUBSIDIARY COMPANY
 
 During the financial year under review THAI SUBROS LIMITED subsidiary
 Company in Thailand, achieved a turnover of THB 667.09 Lacs as against
 THB 268.40 Lacs during the last financial year, the sales has increased
 substantially and the Company was having Profit before tax of THB 26.47
 Lacs as against profit ofTHB 19.35 Lacs during the previous year under
 review.
 
 CONSOLIDATIONOFACCOUNT
 
 In accordance with the Accounting Standard AS-21 on consolidated
 financial statements that with Accounting Standard AS-27 on financial
 reporting for interest in Joint Ventures, the Audited Consolidated
 Financial Statement are provided in theAnnual Report.
 
 CORPORATEGOVERNANCE
 
 The company is committed to maintain the highest standards of Corporate
 Governance. The Directors adhere to the requirements set out by the
 Securities and Exchange Board of India''s Corporate Governance practices
 as per clause 49 of the Listing Agreement and have implemented all the
 stipulations prescribed.
 
 A separate report on Corporate Governance is provided as a part of the
 Annual Report alongwith the Auditors certificate on its compliance.
 
 LISTING
 
 The shares of your company are listed on National Stock Exchange,
 Bombay Stock Exchange and The Delhi Stock Exchange Association Ltd. The
 company has paid annual listing fee for the year 2011-12 and also paid
 annual custodian fee in respect of shares held in dematerialization
 mode to NSDL and CDSL for the year 2011-2012.
 
 FIXEDDEPOSIT
 
 During the year the Company has not invited any deposits from the
 public under section 58A of the CompaniesAct, 1956 read with the
 Companies (Acceptance of Deposit) Rules.
 
 DEMATERIALISATIONOFSHARES
 
 To provide better and smooth service to the shareholders, the company''s
 equity shares have been made available for dematerialization in
 electronic form in the Depository systems operated by National
 Securities Depository Limited (NSDL) and Central Depository Services
 (India) Limited (CDSL), Mumbai. In order to avail this service,
 shareholders can dematerialize the shares in the electronic form
 quickly.
 
 DIRECTORS
 
 Mr. Shinzo Nakanishi, Mr. Shailendra Swarup and Mr.K.R. Ramamoorthy
 Directors of the Company, will retire by rotation at the forthcoming
 Annual General Meeting and being eligible offer themselves for
 reappointment.
 
 DIRECTORS''RESPONSIBILITY STATEMENT
 
 As required under section 217(2)AAof the CompaniesAct, 1956, the
 directors hereby confirm that :- — in the preparation of annual
 accounts for the year 2010-11, the accounting standards issued by the
 Institute of Chartered Accountants of India and the requirements of the
 Companies Act, 1956, tothe extent applicable to the company have been
 followed.
 
 — the Directors have selected such accounting policies and applied them
 consistently and 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 at the end of the financial year 2010-11 and of the profit
 ofthe company for that period.
 
 — the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of Companies Act, 1956, for safeguarding the assets of the
 company and for preventing and detecting fraud and other
 irregularities.
 
 — the Directors had prepared the annual accountson a going concern
 basis.
 
 AUDITORS
 
 M/s. V.K. Dhingra & Co. Chartered Accountants, New Delhi retire at the
 forthcoming Annual General Meeting and being eligible, offer themselves
 for re-appointment. The notes to account referred to in theAuditors''
 Report are self-explanatory.
 
 DISCLOSURE OF INFORMATION WITH REGARD TO CONSERVATION OF ENERGY ETC.
 
 Information relating to Conservation of Energy, Technology Absorption
 etc., in terms of Section 217(1)(e) ofthe CompaniesAct read with
 relevant rules is annexed herewith.
 
 EMPLOYEES
 
 Information as per Section 217 (2A) of the CompaniesAct, 1956, read
 with the Companies (Particulars of Employees) Rules. 1975, as amended,
 the name and other particulars of the employees are set out in the
 annexure tothe Directors'' Report.
 
 However, having regard to the provisions of Section 219(1)(b)(iv) of
 the Companies Act, 1956, the Annual Report is being sent to all 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 the said statement may
 write to the Company Secretary at the registered office of the Company
 and same will be sent.
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to convey their appreciation to all the company''s
 employees for their enormous efforts as well as their collective
 contribution to the company''s record performance.
 
 Your Directors acknowledge with gratitude the co-operation and support
 extended by Company''s Bank, Canara & other Bank and the Management of
 our collaborators, Denso Corporation and Suzuki Motor Corporation,
 Japan for their continued support.
 
 Your Directors also take this opportunity to convey their thanks to the
 Company''s valued customers, particularly Maruti Suzuki India Limited,
 Tata Motors Limited, Mahindra & Mahindra Limited and Force Motors
 Limited for the trust and confidence reposed by them in the Management
 for their unstinted co-operation and support provided to the Company.
 
 Your Directors also take this opportunity to convey their thanks to the
 shareholders, suppliers, and all the other business associates for the
 continuous support given by them to the company and their confidence
 reposed in the management.
 
                          For and on behalf of Board of Directors
 
 Place:New Delhi                            RAMESH SURI
 
 Dated: 3rdAugust, 2011                     Chairman