The Directors are pleased to present the Forty Ninth Annual Report
 together with the audited accounts for the year ended 31st March 2012.
 
 FINANCIAL RESULTS                                Rs lakhs
 
                                            2011-12        2010-11
 
 Revenue from Operations                 214,663.52      181,071.66
 
 Other Income                              1,807.43          436.75
 
 Total Revenue                           216,470.95      181,508.41
 
 Gross Profit before interest, 
 depreciation and taxes                   31,315.75       23,444.97
 
 Less : Interest ''                         3,490.26        2,697.79
 
 Exchange Losses/(Gains)                   5,729.74          868.95
 
 Depreciation                              6,361.31        5,453.72
 
                                          15,581.31        9,020.46
 
 Profit before taxes                      15,734.45       14,424.51
 
 Less : Provision for tax                  4,474.58        3,881.94
 
 Profit after tax                         11,259.87       10,542.57
 
 Add : Balance brought forward             3,418.72        2,939.21
 
 Balance available for appropriation      14,678.59       13,481.78
 
 Appropriations
 
 Interim Dividends                         2,941.80        2,626.61
 
 Tax on Interim Dividends                    467.05          436.45
 
 Transfer to General Reserve               5,000.00        7,000.00
 
 Balance carried forward                   6,269.74        3,418.72
 
                                          14,678.59       13,481.78
 
 SALES & PROFITS
 
 The Company recorded total Net Sales and other income of Rs.2164.71
 Crores for the year ended March 31, 2012 as against Rs 1815.08 Crores
 achieved during the previous year. The export sale was at Rs 645.88
 Crores as against Rs 479.35 Crores in the previous year. The Profit
 after tax was higher at Rs 112.60 Crores as against Rs 105.43 Crores in
 the previous year.
 
 The Company continues to be a net foreign exchange earner for the
 fifteenth year in succession.
 
 DIVIDEND
 
 The Directors have decided to pay as Second Interim Dividend of Re 0.80
 per Share of face value of Re 1 each, which together with the Interim
 Dividend of Re 0.60 declared and paid earlier would amount to a total
 dividend for the year of Rs 1.40 per share of Re 1 each. Dividend
 disbursed amounted to Rs 1260.77 lakhs. Second Interim Dividend will
 absorb a total amount of Rs 1681.03 lakhs. The Directors do not
 recommend any final dividend.
 
 CONSOLIDATED FINANCIAL STATEMENTS / STATUTORY STATEMENTS
 
 As required by Accounting Standard - AS 21 on Consolidated Financial
 Statements, the audited Consolidated Financial Statements of the
 Company and its Subsidiaries are attached.
 
 As per Section 212 of the Companies Act, 1956, the Company is required
 to attach the Directors'' Report, Balance Sheet and Profit and Loss
 Account of subsidiaries. The Central Government has granted general
 exemption from complying with Section 212 of the Companies Act, 1956 to
 all companies vide Notification No. 5/12/2007-CL-III dated February 8,
 2011. Accordingly the Company has presented in this Report, the
 consolidated financial statements of the holding company and all its
 subsidiaries, duly audited by the Statutory Auditors. The Company has
 also disclosed in the Consolidated Balance sheet the information
 required to be provided as per the aforesaid notification dated
 February 8, 2011. The company will make available the audited annual
 accounts and related information of its subsidiaries, upon request by
 any of its shareholders. The annual accounts of the subsidiary
 companies will also be kept for inspection, by any member at the
 Registered Office of the Company and its subsidiary companies.
 
 The Company has not accepted any deposits, within the meaning of
 Section 58-A of the Companies Act, 1956 read with the Companies
 (Acceptance of Deposits) Rules, 1975 made there under.
 
 The information required under 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 is given in the Annexure to this
 report.
 
 The information required under the provisions of Section 217(2A) of the
 Companies Act, 1956, read with the Companies (Disclosure of Particulars
 in the Report of Board of Directors) Rules 1988, is given in the
 Annexure appended hereto and forms part of this report. In terms of
 Section 219(1)(b)(iv) of the Act, the Report and Accounts are being
 sent to the Members excluding the aforesaid Annexure. Interested
 Members may write to the Company Secretary, at the Registered Office of
 the Company, for obtaining a copy of the said Annexure.
 
 COST AUDITOR
 
 Pursuant to Section 233(B)(2) of the Companies Act, 1956, the Board of
 Directors on the recommendation of the Audit Committee, appointed Sri P
 Raju Iyer, a Cost Accountant, as Cost Auditor of the Company for the
 Financial year ended 31st March 2012.
 
 CORPORATE GOVERNANCE
 
 As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
 separate report on Corporate Governance and Management Discussion and
 Analysis together with a certificate from the Company''s Auditors
 confirming the compliance of conditions of Corporate Governance is
 attached to this report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 The Directors confirm that :
 
 1) in the preparation of annual accounts, the applicable accounting
 standards have been followed.
 
 2) appropriate accounting policies have been selected and applied
 consistently, and judgments and estimates that have been made 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 of the Company for that period.
 
 3) 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 for
 preventing and detecting fraud and other irregularities.
 
 4) the annual accounts have been prepared on a going concern basis.
 
 DIRECTORS
 
 Sri K Ramesh, Director and Sri R Srinivasan, Director retire from the
 Board by rotation and being eligible, offer themselves for
 re-appointment.
 
 AUDITORS
 
 The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants,
 Chennai, retire and are eligible for re-appointment.
 
 INDUSTRIAL RELATIONS
 
 The industrial relations continued to remain congenial during the
 current year. The Directors thank the employees for their contribution
 to the progress of the Company.
 
 GENERAL
 
 The Directors wish to thank the Chinese Authorities, Officers of Haiyan
 County, Jiaxin City, Zhejiang province, Chinese tax and other
 administrative authorities for the support extended to Sundram
 Fasteners (Zhejiang) Limited.
 
 The Directors wish to thank One North East, the Regional Development
 Authority for Cramlington, United Kingdom for the continued support
 extended to the Subsidiary.
 
 The Directors wish to thank the Company''s bankers, State Electricity
 Boards in Tamil Nadu, Pondicherry, Andhra Pradesh and Uttarakhand,
 customers and vendors, for all the assistance rendered by them from
 time to time.
 
                                    On behalf of the Board
 
 Chennai                            SURESH KRISHNA
 
 May 28, 2012                       Chairman & Managing Director