The Board of Directors have pleasure in presenting the 55th Annual
 Report alongwith the audited accounts of the Company for the year ended
 March 31, 2012.
 
 Your company achieved impressive top line growth during the Financial
 Year 2011-12 with a total revenue of Rs. 37,204.56 lacs being 15% higher
 than the previous year. The operating profits before interest and
 depreciation amounted to Rs. 4,152.25 lacs showing a growth of 12.9% over
 the previous year.
 
 Profits after providing for taxation amounted to Rs. 1,062.57 lacs in
 comparison to Rs. 951.11 lacs in the previous year. The Financial Results
 are summarized below:-
 
 Financial Highlights:                                       (Rs. in lacs)
                                              Year Ended      Year Ended
 Particulars                                  March 31,
                                              2012            March 31, 
                                                              2011
 
 Revenue from Operations (Gross)              37,204.56       32,341.20
 
 Profit before Interest and Depreciation       4,152.25        3,679.05
 
 Less : Interest                               1,990.98        1,663.16
 
 Depreciation                                  1,079.42        1,038.86
 
 Profit before Tax                             1,081.85          977.03
 
 Less: Provision for Taxation                    167.50          141.50
 
 Provision for Deferred Tax                       23.14           25.91
 
 MAT Credit Entitlement                         (167.50)        (141.50) 
 
 (Excess) / Short provision for
 tax for earlier years written back / provided    (3.86)           0.01
 
 Profit after Tax                              1,062.57          951.11
 
 Add: Balance Brought forward from last year   2,011.39        1,282.46
 
 Profit available for appropriations           3,073.96        2,233.57 
 
 Appropriations:
 
 Proposed Dividend                               148.15          148.15
 
 Tax on Dividend                                  24.03           24.03
 
 Transfer to General Reserve                      50.00           50.00
 
 Balance carried forward                       2,851.78        2,011.39
 
 Total                                         3,073.96        2,223.57
 
 FINANCIAL REVIEW
 
 During the year 2011-12 high rate of inflation, consistently moving up
 interest rates as well as fuel prices reflected adversely on the
 automobile demand. A slowing economy took some sheen off car sales
 which registered a growth of only 2% over the previous year.  At the
 same time, the Sports Utility Vehicle (SUV) segment attracted most
 automobile makers and is expected to cash in on growing consumer
 demand.
 
 Commercial vehicle sale which grew at 8% during 2011-12 to 8,09,000
 units is expected to touch 16,00,000 units by 2016-17 at a compounded
 annual growth rate of 15%. This would be largely driven by rapid pace
 of urbanization. Small and light commercial vehicles will hold major
 chunk of this growth.
 
 Two wheelers historically being the fastest growing segment witnessed
 only a moderate growth of 7% during 2011-12 over the previous year.
 
 Tractor Sales after expanding at a compounded annual growth rate of 25%
 for 3 years, are losing steam. Research reports indicate that tractor
 industry may see decline in sales during 2012-13.
 
 The Indian Engineering Industry appears poised for better access to
 Japanese and European markets. Your company also achieved significant
 growth in export particularly of forged parts. Export sales (FOB Value)
 during the year amounted to Rs. 6,092.26 lacs showing a growth of 52.7%
 over the previous year mark of Rs. 3,989.96 lacs. Export incentives were
 significantly reduced due to change in government policy effective from
 Oct. 2011 resulting in lower profit margins on exports.
 
 With the influx of Multi National companies in India, the competition
 is increasing and so is the requirement for technological up gradation.
 Your company is keeping pace with latest technologies and continuing to
 maintain its leadership position in domestic market.
 
 DIVIDEND
 
 Your Directors are pleased to recommend 12% dividend for the year
 2011-12 at par with the dividend declared last year. This would amount
 to Rs. 1.20 per share, aggregating to Rs. 172.18 lacs (including tax on
 dividend) on the paid up share capital of the company.
 
 TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
 (IEPF)
 
 The Company shall transfer the unclaimed dividends for the year 2004-05
 to Investor Education and Protection Fund on or before September 03,
 2012 as being unpaid for a period of seven years in compliance with the
 provisions of Section 205C of the Companies Act, 1956.
 
 The shareholders who have not encashed dividend warrant for the
 financial year 2004-05 or any subsequent year are requested to lodge
 their claims for revalidation of dividend warrants. The Company is
 specifically intimating those members who have so far not claimed the
 unpaid dividend for these years.
 
 FIXED DEPOSIT
 
 The Fixed Deposit Scheme of the Company continued during the year.
 Deposits accepted from the public amounted to Rs. 1,652.17 lacs on March
 31, 2012. Your Company has duly complied with the Residuary
 Non-Banking Companies (Reserve Bank) Directions, 1987 issued by the
 Reserve Bank of India.
 
 Out of these Deposits 38 fixed deposits aggregating to Rs. 14.57 lacs
 matured for payment, but were neither claimed nor renewed by the
 depositors.
 
 NEW INITIATIVES
 
 Your company strives to be the forefront player and maintain its
 leadership position in the Indian Gasket Industry aimed at developing
 new products to meet the emerging needs of its customers. It continued
 to build on its in-house capabilities and work with business partners
 to ensure cost competitiveness and adoption of new techniques. During
 the year Non-asbestos materials for gaskets were successfully developed
 at the Sohna Plant replacing old Asbestos material.
 
 At the Forging Division, your company contributed equity capital in the
 Caparo Power Pvt. Ltd., so as to be able to obtain gas based power
 supply at comparatively economical cost per unit.  This will add to
 forging business''s profitability.
 
 NEW BUSINESS
 
 Your company signed a Joint Venture Agreement during the year with
 Sistemi Sospensioni S.p.A Italy, a Fiat Group Company and contributed
 equity on 50:50 basis for setting up a new venture under the name
 Magneti Marelli Talbros Chassis Systems Pvt.  Ltd., to manufacture
 Control Arms, Knuckles, Cross Members, Hubs, Spindles etc. for supply
 as Tier I supplier to OEMs.  Existing production equipments being used
 for manufacturing of Sheet Arms at the Company''s Sheet Metal Division
 have been transferred to the Joint Venture Company.
 
 The Joint Venture Company started its operations from April 01, 2012 at
 Faridabad.
 
 BOARD OF DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. A.K. Mehra and Mr. Rajive
 Sawhney, directors of the Company, retire by rotation at the ensuing
 Annual General Meeting and being eligible, offer themselves for
 re-appointment. The details of Mr. A.K. Mehra and Mr. Rajive Sawhney
 are given elsewhere in the Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to sub section (2AA) of Section 217 of the Companies Act,
 1956, your Directors state and confirm
 
 a.  that in the preparation of annual accounts, all the applicable
 accounting standards have been followed and there has not been any
 material departure from them.
 
 b.  that such accounting policies were selected and applied
 consistently and such judgments and estimates were made 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;
 
 c.  that proper and sufficient care was 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 frauds and other irregularities;
 
 d.  that the annual accounts for the financial year under reference
 have been prepared on a ''going concern'' basis.
 
 CORPORATE GOVERNANCE
 
 Your company is committed to benchmarking itself with other corporates
 providing good Corporate Governance and disclosure practices.
 
 The essence of Corporate Governance lies in adoption of good management
 practices, compliance with different statutes and adherence to ethical
 standards so as to take the business forward and maximize stake
 holders'' values. The Corporate Governance structure in the Company
 assigns responsibilities and entrusts authority among different
 participants in the organization i.e. Board of Directors, Senior
 Management team and middle management employees.
 
 Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a
 separate section titled Corporate Governance has been included in
 this Annual Report alongwith a Certificate from the Auditors of the
 Company and a Certificate from the Vice Chairman & Managing Director
 and Chief Finance Officer.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 A detailed chapter on Management Discussion and Analysis (MDA)
 pursuant to Clause 49 of the Listing Agreement is annexed to the Annual
 Report and forms integral part of this Report.
 
 AUDITORS
 
 M/s. S.N. Dhawan & Co., Chartered Accountants and Statutory Auditors of
 the company, M/s. R. Sundraraman & Co. Chartered Accountants & Auditors
 for the Chennai Plant and M/s.  Chandrakant G. Doshi & Co., Chartered
 Accountants & Auditors for the Pune Plant hold office till the
 conclusion of the forthcoming Annual General Meeting and being eligible
 for re-appointment, have confirmed that their re-appointment if made,
 shall be within the limits of Section 224(1B) of the Companies Act,
 1956. The Board recommends the re-appointment of M/s. S.N. Dhawan & Co.
 as Statutory Auditors of the company and M/s. R. Sundraraman & Co. as
 auditors for the Chennai Plant and M/s. Chandrakant G.  Doshi & Co., as
 auditors for the Pune Plant of the Company.
 
 The Auditor''s observations and the relevant notes on the accounts are
 self-explanatory and therefore, do not call for further comments.
 
 JOINT VENTURE COMPANY
 
 As per the Accounting Standard (AS 27), Financial Reporting of
 interests in Joint Ventures the Consolidated Financial Statements
 comprise of the operating results of your company and 40% share in the
 operating results of the Joint Venture company, Nippon Leakless Talbros
 Pvt. Ltd. Consolidated Revenue from Operations (Gross sales) grew at
 16.08% to Rs. 40,659.42 lacs as compared to Rs. 35,027.02 lacs in the
 previous year.
 
 The consolidated net profit after tax for the year has been Rs. 1,437.89
 lacs being 14.04% higher than the previous year figure of Rs. 1,260.87
 lacs.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT
 AND FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Information pursuant to sub-section 1(e) of Section 217 of the
 Companies Act, 1956 read with the Companies (Disclosure of Particulars
 in the Report of the Board of Directors) Rules, 1988 is given in
 Annexure-I to this Report.
 
 PERSONNEL & PARTICULARS OF EMPLOYEES
 
 The Board of Directors wishes to express their appreciation to all the
 employees for their outstanding contribution to the operations of the
 Company during the year. It is the collective spirit of partnership
 across all sections of employees and their sense of ownership and
 commitment that has helped the Company to grow.
 
 A statement u/s 217(2A) containing list of employees drawing
 remuneration exceeding Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month
 is attached with this report as Annexure II.
 
 ACKNOWLEDGEMENT
 
 It is our strong belief that caring for our business constituents has
 ensured our success in the past and will do so in future.  Contribution
 of all the employees at different levels has been commendable in the
 operations of the company. The Board of Directors wishes to express
 their appreciation to the collective spirit of partnership across all
 sections of employees who helped the company to grow.
 
 Your directors acknowledge with sincere gratitude co-operations and
 assistance extended by the shareholders, Central and State Government
 Agencies, Financial Institutions, Banks, Customers, Dealers, Vendors
 and all other business associates.
 
                                     For and on behalf of the Board
 
                               VARUN TALWAR          UMESH TALWAR
 
                             Joint Managing        Vice Chairman &
                                   Director      Managing Director
 
 Place : Gurgaon 
 
 Date : May 29, 2012