The Directors have pleasure in presenting the Annual Report and
 Accounts for the year ended 31st March, 2011.
 
                                                   (Rs./Crores)
 
                                    For the year 
                                           ended   For the year 
                                                          ended 
                                      31.03.2011     31.03.2010
 
 FINANCIAL RESULTS
 
 Profit for the year after meeting 
 all expenses but before charging
 Depreciation and Interest.                48.56         108.38
 
 Less: Interest                             2.39          16.00
 
 Depreciation                               4.16          16.89
 
 Profit Before Tax                         42.01          75.49 
 
 Tax Provision
 
 a) Current Tax                            14.20          25.75
 
 b) Deferred Tax (Credit)/Charge           (3.39)          2.87 
 
 Profit After Tax                          31.20          46.87 
 
 Balance Net Profit available for 
 appropriation                             31.20          46.87
 
 Appropriations
 
 General Reserve                            3.12           4.69 
 
 Proposed Dividend:
 
 Equity Shares                              6.02           6.02
 
 Tax on Dividend                            1.00           1.00
 
 Balance Carried Forward                   21.06          35.16
 
 2.  RESTRUCTURING OF BUSINESS
 
 With effect from 1st April, 2010 (‘the Appointed Date), the dealership
 business of Caterpillar comprising Construction and Mining Solutions
 and Power Systems Solutions carried out by the Company has been
 de-merged as a going concern and vested in the wholly owned subsidiary
 of the Company viz., Tractors India Private Limited (‘TIPL) pursuant
 to the provisions of Sections 391 to 394 of the Companies Act, 1956
 under a Scheme of Arrangement (‘the Scheme) sanctioned by the Honble
 High Court at Calcutta vide Order dated 12th July, 2010. In accordance
 with the Scheme, TIPL has issued 44,89,430 Equity Shares of Rs. 10/- each
 at a premium of Rs. 203.48 on every share aggregating to Rs. 95,83,96,000/-
 (Rupees Ninety Five Crores Eighty Three Lacs Ninety Six Thousands only)
 to the Company as the Purchase Consideration.
 
 In view of the above, the financial figures of the Company for the year
 under review vis-à-vis previous year are not comparable as the previous
 years figure includes the Caterpillar business which has been
 de-merged from the Company and vested with TIPL with effect from
 (w.e.f.) 1st April, 2010.
 
 3.  PERFORMANCE
 
 On a consolidated basis, your Companys Group turnover including Income
 from Operations and Other Income stood at Rs. 1402.81 Crores compared to
 Rs. 1079.89 Crores in the previous year and profit before tax is Rs. 90.06
 Crores compared to Rs. 91.36 Crores in the previous year.
 
 On standalone basis, Turnover including income from operations and
 Other Income for the year under review stood at Rs. 237.33 Crores vis-à-
 vis Rs. 887.94 Crores in the previous year. The profit before tax stood
 at Rs. 42.01 Crores vis-à-vis Rs. 75.49 Crores in the previous year.
 
 Tractors India Private Ltd.
 
 The newly formed Wholly Owned Subsidiary Company, Tractors India Pvt.
 Ltd., in India, achieved a turnover including income from operations
 and Other Income of Rs. 911.10 Crores and earned a profit before tax of Rs.
 33.80 Crores.
 
 Myanmar Tractors Ltd.
 
 The Wholly Owned Subsidiary Company, Myanmar Tractors Ltd., in the
 Union of Myanmar, achieved a turnover including income from operations
 and Other Income of Rs. 35.19 Crores compared to Rs. 53.06 Crores in the
 previous year and a profit before tax of Rs. 3.93 Crores compared to Rs.
 3.79 Crores in the previous year.
 
 TIL Overseas Pte. Ltd.
 
 The Wholly Owned Subsidiary Company, TIL Overseas Pte. Ltd., in
 Singapore, achieved a turnover including income from operations and
 Other Income of Rs. 237.61 Crores compared to Rs. 160.58 Crores in
 
 the previous year and achieved a profit before tax of Rs. 10.18 Crores
 compared to Rs. 10.92 Crores in the previous year. This activity is
 totally for and on behalf of Myanmar Tractors Limited.
 
 Tractors Nepal Pvt. Ltd.
 
 The Wholly Owned Subsidiary Company, Tractors Nepal Pvt. Ltd., in
 Nepal, achieved a turnover including income from operations and Other
 Income of Rs. 1.76 Crores compared to previous year of Rs. 2.51 Crores and
 earned a profit before tax of Rs. 0.32 Crores compared to Rs. 1.37 Crores
 in the previous year.
 
 4.  FINANCE
 
 After providing Rs. 10.81 Crores as Provision for Taxation, Rs. 7.02 Crores
 (including Dividend Tax of Rs. 1 Crore) distributed as Equity Dividend, Rs.
 21.06 Crores has been carried forward to Balance Sheet. The Reserve &
 Surplus (excluding Revaluation Reserves) of the Company increased from
 Rs. 181.22 Crores to Rs. 205.42 Crores and the Shareholders Fund
 (excluding Revaluation Reserves) increased from Rs. 191.25 Crores to Rs.
 215.45 Crores.
 
 The Reports and Accounts of Subsidiary Companies are annexed to this
 Report alongwith the statement pursuant to Section 212 of the Companies
 Act, 1956.
 
 5.  DIVIDEND
 
 The Board has recommended a Dividend @ Rs. 6/- on each Equity Share (Face
 Value of Rs. 10/- each) for the year under review.
 
 6.  NEW BUSINESS-EQUIPMENT & PROJECT SOLUTIONS (EPS) Your Company has
 already procured around 135 acres of land at Changual Industrial Park,
 Paschim Midnapore, West Bengal wherein construction and other work for
 setting up of the first phase of the manufacturing facility have
 already commenced. Production/ manufacturing at the said phase is
 expected to commence in July, 2011.
 
 Your Company is also in the process of acquiring around 104 acres of
 land on long-term lease from WBIDC Ltd. at Vidyasagar Industrial Park,
 Paschim Midnapore, West Bengal. The second and third phase of the
 manufacturing facility for EPS business is proposed to be set up
 therein.
 
 7.  FIXED DEPOSIT
 
 The Company has not accepted any deposits from the public during the
 year. Deposit outstanding as on 31st March, 2011 including unclaimed
 deposit was nil.
 
 8.  PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956
 read with Companies (Disclosure of Particulars in the Report of the
 Board of Directors) Rules, 1988 is given in the Annexure forming part
 of this Report.
 
 9.  PARTICULARS OF EMPLOYEES
 
 The total number of employees of the Company as on 31st March, 2011 was
 711.
 
 Information in accordance with the provisions of Section 217(2A) of the
 Companies Act, 1956, read with Companies (Particulars of Employees)
 Rules, 1975, as amended, forms part of this Directors Report. However,
 as per the provisions of Section 219(1)(b)(iv) of the Companies Act,
 1956, the Report and Accounts are being sent to all 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 the same will be
 sent by post.
 
 10.  SUBSIDIARY COMPANIES
 
 The statement required under Section 212 of the Companies Act, 1956 in
 respect of Subsidiary Companies is appended herewith.
 
 11.  DIRECTORS
 
 Mr. A. Mazumdar and Dr. T. Mukherjee retire by rotation and being
 eligible offer themselves for re-appointment. The Board recommends
 their re-appointment.
 
 12.  CORPORATE GOVERNANCE
 
 In terms of Clause 49 of the Listing Agreement with the Stock
 Exchanges, Corporate Governance Report and Auditors Certificate
 regarding compliance of conditions of Corporate Governance Report are
 annexed herewith forming part of this Report.
 
 13.  MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 In terms of clause 49 of the Listing Agreement with the Stock
 Exchanges, Management Discussion and Analysis Report is annexed
 herewith forming part of this Report.
 
 14.  DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956,
 the Directors confirm that:
 
 i) In the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanations relating to
 material departures.
 
 ii) The Directors have selected such accounting policies and applied
 them consistently and made judgments 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 and of the profit or
 loss of the Company for that period.
 
 iii) Proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Act for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities.
 
 iv) The annual accounts have been prepared on a going concern basis.
 
 15.  CORPORATE SOCIAL RESPONSIBILITY
 
 Good Corporate Citizenship and Corporate Social Responsibility are
 integral parts of Corporate Vision of your Company. It has always been
 the Companys endeavor to take an active role in minimizing harm to the
 natural resources we all share.
 
 Your Company has a well managed Corporate Social Responsibility policy
 and is strongly committed towards fostering sustainable development of
 People, Communities and Society at large thereby attaining overall
 corporate growth and enhancing Shareholder Value.
 
 As a Socially Responsible Corporate Citizen, your Company has carried
 out significant Community driven development initiatives in 2010-11
 with several ongoing projects as mentioned below:
 
 - Providing secondary level education to the underprivileged children
 through the Scholarship Schemes of TIL Welfare Trust.
 
 - Vocational trainings for Youth in the project sites.
 
 - Relief for the affected areas due to natural calamities.
 
 - Partnerships with community organizations like SOS Village, Kolkata
 and Iswar Sankalp for extending support to the lesser-fortunate women
 and children of society through charitable contributions.
 
 - Observing TIL Caring Day. Every year through a matching contribution
 scheme, your Company reaches out to the lesser- privileged sections of
 the society.
 
 - Celebrating special occasions and festivals like Christmas with the
 deprived street children of our society.
 
 - Providing medical facilities to underprivileged senior citizens of
 our society in partnership with Help Age through their Mobile Medical
 Units.
 
 Your Company is committed to continue to work towards good corporate
 citizenship with the existing activities as well as new initiatives in
 future.
 
 16.  ENVIRONMENT
 
 As an environmentally conscious corporate citizen, your Company has
 always been pursuing initiatives to respect, preserve and protect
 environment. For instance, Contamination Control and Effluent Treatment
 Plant in Component Rebuild Center at Asansol has had a reducing
 negative impact on environment. Besides, every year on the World
 Environment Day, your Company undertakes various initiatives to
 contribute to the environment ranging from:
 
 - Sapling and tree plantation at different project sites, offices and
 surrounding communities.
 
 - Celebrating World Environment Day with a view to create awareness on
 Environmental Concerns among children through various programs.
 
 - Participating in partnership with a renowned NGO in the clean up
 drive of the polluted Rabindra Sarobar area by deployment of a CAT 424B
 Backhoe Loader to promote a garbage free cleaner City.
 
 Your Company shall continue to follow a focused approach towards
 maintaining a sustainable development through its continuous endeavors
 of making the environment and the surrounding communities a better
 place for our future generations.
 
 17.  AUDITORS
 
 Messrs. Price Waterhouse, Chartered Accountants, the retiring Auditors
 of the Company, have informed that they do not wish to seek
 re-appointment at the ensuing Annual General Meeting.
 
 In view of the above, the Board hereby recommends the appointment of
 Messrs. Deloitte Haskins & Sells, Chartered Accountants, Kolkata as
 Statutory Auditors of the Company to hold office from the conclusion of
 the ensuing Annual General Meeting until the conclusion of next Annual
 General Meeting.
 
 Pursuant to the provisions of Section 224 and other applicable
 provisions of the Companies Act, 1956, the aforesaid appointment is
 subject to the approval of the shareholders of the Company at the
 ensuing Annual General Meeting.
 
 18.  AUDITORS REPORT
 
 The notes to the Accounts referred to in the Auditors Report are self-
 explanatory and, therefore, do not call for any further comment under
 Section 217(3) of the Companies Act, 1956.
 
 19.  ACKNOWLEDGEMENTS
 
 The Board of Directors take this opportunity to thank all its valued
 Customers, Principals, Shareholders, Banks, Financial Institutions,
 Government Authorities and Stock Exchanges for their continued
 co-operation and support to the Company. The Board also takes this
 opportunity to express its sincere appreciation for the excellent
 support and dedicated efforts put in by the employees for continued
 good performance.
 
 
                                  For and behalf of Board of Directors
 
 Place : Kolkata                                           A. Mazumdar
 
 Date : 17th May, 2011.                                       Chairman