The Directors have pleasure in presenting the 29th Annual Report
 together with the Audited Financial Statements for the year ended 31 st
 March 2011. The Management Discussion & Analysis Report, which is
 required to be furnished as per the requirement of Stock Exchanges, has
 been included in the Directors Report so as to avoid duplication and
 repetition.
 
 COMPANY PERFORMANCE OVERVIEW
 
                                                     (Rs in Lacs)
 
                                          31/03/2011    31/03/2010 
 
 Sales                                          8173          5609
 
 Other Income                                    299           221
 
 Profit before tax                              2356          1455
 
 Provision for tax                               755           468
 
 Provision for deferred tax                        6             4
 
 Profit after tax                               1595           982
 
 Earnings per share                            79.76         49.12
 
 RESULTS OF OPERATIONS
 
 Resonating with the economical growth, your Company achieved a top line
 of Rs 8173 Lacs during the year which is 46% higher than the previous
 year.  The domestic turnover recorded an appreciable growth of 54% over
 the previous year reflecting on better performance of many of the
 industrial
 
 segments the Company operates. The major segments which contribute to
 your Companys growth are Automotive, Engineering, Cutting Tools and
 Steel that have had their positive impact on the Companys Domestic
 Business. The Export sales recorded a 17% growth during the year
 despite the slow industrial recovery in many of the developed nations
 including UAE which is still to experience signs of economic recovery.
 
 In order to grow the business more aggressively as well as with
 increased focus, the Company had classified its businesses under three
 verticals- Super abrasives, Non-Super abrasives and International
 Business during end of 2009-10 which has now started paying rich
 dividends. Your Company is putting more efforts towards strengthening
 the Non Super abrasives business mainly comprising of machine tools and
 precision components. Like in past, it would continue to commit
 adequate investments in Plant and Machinery, Infrastructure and Human
 Resource.
 
 During the year, your Company has successfully launched some of the new
 machines like CNC Rotary Surface Grinding with vertical spindle, CNC
 Guide Roll Grinder WGM35, 6-axes CNC Notch Milling Machine, Profile
 Grinding with Video Vision WDM 8V machine besides indigenously building
 Delapena Honing Machines.
 
 Under Super abrasives, your Company continues to focus on the
 development of new products and new applications which would provide
 base for future growth. During the year, your Company has successfully
 introduced and tested several new products including Vitrified CBN
 wheels for Auto Component and Paper & Textile industry, High
 performance Electroplated CBN wheels for Automotive industry. Metal
 Bond wheels for Cutting Tools Industry, precision Dressing Rolls for
 Aerospace industry and Electroplated Diamond wheels for Ceramic
 industry.
 
 During the year, your Company has also formally launched Innovation
 Management Process as one of the drivers for growth. It has initiated
 work on two new projects namely Low cost Resin Bond wheels and
 Vitrified Diamond Products besides strengthening its capability for
 Brazed products. Your Company is one of the few companies in India to
 have implemented Integrated Management Systems (IMS) by combining both
 Quality Management System and Environmental Management System. Your
 Company has achieved yet another milestone when Indias premier credit
 rating agency CRISIL conducted a comprehensive study commissioned by
 NSE and published the Independent Equity Research (IER) report about
 the Company - An ample evidence of your Companys commitment to strong
 business fundamentals and shareholder value creation.
 
 FUTURE PROSPECTS
 
 Aligning the management practices and policies with the Mission &
 Strategic Intent, the Companys three Broad Strategies continue to be:
 
 - Continually improving product performance by use of technology &
 superior manufacturing. While the existing products would continue to
 be offered to the customers, new products and new application
 developments would be the focus.
 
 - Market penetration to increase the share with existing customers.
 
 - Developing competitive edge by improving service levels and offering
 value added services.
 
 In order to achieve the objectives, your Company would strive hard to
 focus on Innovation for both products and processes to ensure sustained
 growth year on year. This would be well supported by deploying
 state-of-the-art technologies and process automation in critical areas
 as required. Harnessing the opportunities and potential in growing new
 industries such as Construction, Infrastructure, Defense, Aerospace,
 Railways and Steel would continue to be key focus for growth. Various
 initiatives such as trade shows, exhibitions in both domestic as well
 as overseas, customer training and other value added services are
 expected to strengthen the customer engagement levels with your
 Company.
 
 The recent acquisition of Winterthur Technology Group (WTG) by the US
 multinational 3M Corporation and resultant acquisition of 40% equity
 share holding in your Company has been a matter of contention. The
 Company expects the ownership matter to be resolved soon. Once
 completed, your Company would take advantage of the opportunities that
 the change brings in and ensure to derive benefits from the multitude
 of possibilities for accomplishing its long term objectives.
 
 SUBSIDIARY COMPANIES
 
 Wendt Grinding Technologies Limited, Thailand
 
 Inspite of continued political odds and subdued industrial activities,
 your Companys wholly owned subsidiary in Thailand presented yet
 another good performance. During the year the Companys top line was
 Thai Baht 70 mill. (Rs 1017 Lacs) which was 60% higher than last year.
 The Profit before tax was Thni Baht 24.4 mill (Rs 365Lacs) and Profit
 after tax was Thai Baht 17 mill (Rs 258 Lacs) both recorded an
 exceptional growth of over 100% ever the previous
 
 year. The higher profit levels have been possible as a result of cost
 reduction initiatives, operational efficiency measures, enhanced
 product basket as well as market expansion. During the year the
 Subsidiary Company declared a dividend of 20% amounting to Rs.74Lacs.
 
 In order to reinforce brand image and create increased recall, the
 subsidiary Company participated in major Industrial Trade exhibitions,
 conducted local advertising campaigns, technical seminars and
 prospected new market through surveys in addition to organizing plant
 tours for its key customers to showcase its capability. It also, added
 new industry specific distributors as partners and increased its
 product basket. As a part of business de-risking, it added solar glass
 panel manufacturers. The Company continues to focus on opportunities in
 industries such as Glass, Automobile, Steel, Auto parts, Engineering,
 Process, Wood, and Construction. Further, the Company is also exploring
 opportunities to extend re- profiling business to Vietnam, Laos and
 Cambodia.
 
 Wendt Middle East FZE, Sharjah
 
 The second wholly owned subsidiary in Sharjah, Wendt Middle East FZE,
 achieved a reasonable growth by closing with an annual sale of AED 916
 (000s) (Rs.113Lacs) despite continued economic slowdown and recent
 social unrest. The loss for the year was AED 748(000s) (Rs 90Lacs)
 with a total accumulated loss of Rs.178Lacs. The volatility in the
 primary economic drivers such as Construction, Trading and Oil in the
 Middle East region further contributed to achieving the business lower
 than the plan.
 
 However, the Company has worked on many new initiatives and strategies
 to minimize the impact of
 
 continued economic slowdown by focusing on increased product range for
 Trading and concentrate on precision ground components. Additionally,
 the Company is also exploring opportunities to extend re- profiling,
 honing & grinding services to Iran, Egypt, Turkey and other adjoining
 countries. The renewed focus particularly in servicing industries like
 Glass Reinforced Plastic and Oil Exploration is expected to help the
 Company to tide over the current situation and achieve better results
 in the coming year.
 
 APPROPRIATIONS
 
 Available for appropriation                (Rs in Lacs)
 
 Profit after tax                                1595.09
 
 Add: Balance brought forward from
 previous year                                    724.35
 
 Total                                           2319.44
 
 Recommended appropriations
 
 Transfer to general reserve                      350.00
 
 Proposed dividend Rs 25/- per share of
 face value of Rs 10/- each (250 %)               500.00
 
 Dividend tax                                      83.04
 
 Balance carried forward                         1386.40
 
 Total                                           2319.44
 
 DIVIDEND
 
 The Board of Directors have recommended a dividend of Rs. 25/- per
 equity share of face value of Rs.10/- each (250 %) and the same will be
 paid after the approval at the forthcoming Annual General Meeting. The
 dividend warrants will be posted on or after 5th August 2011.
 
 CONSOLIDATED FINANCIAL RESULTS
 
 The Ministry of Corporate Affairs vide its general circular no. 2/2011
 dated 08/02/2011 has granted
 
 general exemption in complying with the provisions of Section 212 (8)
 of the Companies Act, 1956 subject to fulfillment of certain
 conditions. The Ministry has further vide its letter dated 14/02/2011
 informed the Company that approval of the Ministry is further not
 required.
 
 A consolidated financial statement (incorporating the operations of the
 Company and its two subsidiaries) has been provided in the Annual
 Report. The key financial data for the consolidated operations are as
 given below:-
 
 KEY CONSOLIDATED FINANCIAL SUMMARY
 
                                                     (Rs in Lacs)
 
                                        31/03/2011     31/03/2010
 
 Sales                                        9129           6154
 
 Other Income                                  197            193
 
 Profit before tax                            2551           1520
 
 Profit after tax                             1684            998
 
 Earnings per share-Rs                       84.18          49.91
 
 QUALITY
 
 Your Company is into manufacture of high precision super abrasive
 (Diamond / CBN) grinding wheels, special tools, customized CNC Grinding
 / Honing machines and precision components meeting close tolerances and
 exacting standards. Tight process controls and Quality at each stage of
 operation is paramount for final output to meet up with customer
 requirement. Your Company constantly updates its quality programs to
 supply the right product at the right time. Lean management has also
 been introduced in certain production programs. Its manufacturing
 practices lay greater emphasis on training on latest trends on
 continual basis by creating a conducive atmosphere for learning across
 the
 
 organization in addition to bench marking with the global best
 practices. Your Company continues to also invest on latest equipments
 to ensure that product quality meets the exacting Product standards.
 
 SAFETY, HEALTH AND ENVIRONMENT (SHE)
 
 The well crafted SHE management system of your Company is top driven
 and ensures effectiveness and adherence. The top management is
 committed to maintaining highest standards of Safety, Health and
 Environment protection for all applicable statutory norms and
 prevention of pollution requirements.  Occupational health and safety
 continues to be an unremitting focus area for the Company. The safety
 policy is put in place to nurture a Zero Accident culture by adopting
 fail safe procedures, using best protective gears befitting the
 respective work areas, continuous training and enforcing compliance by
 vigilant Audit.
 
 Your Company recorded zero accident during the year once again and has
 not lost even a single production man day on account of disability.
 Your Company accords high degree of importance to ensure a healthy and
 safe workplace for its own employees, the service providers including
 guests and visitors, by maintaining the highest levels of safety and
 occupational health standards across the organization. In order to make
 sure of the above, regular training on Safety, Fire hazards mock drills
 are conducted. Specialized Standard Personnel Protection Equipments are
 being provided to the operating personnel for use in their respective
 work areas.
 
 General health & physical fitness of employees is of prime importance
 for your Company. Employees are required to undergo annual medical
 check-ups for timely diagnosis of their health condition.  Your
 
 Company has a qualified and competent doctor visiting the factory
 regularly to help the employees and their families to maintain good
 health condition and keep fit. Your Company also offers a mediclaim
 insurance policy that provides for hospitalization & major healthcare
 expenses to employees and their family members.
 
 During the year, your Company has set up a fitness centre in the
 factory premises for its employees by equipping it with
 state-of-the-art fitness machines, equipments and gadgets. Employees
 are encouraged to use the fitness centre under the supervision of the
 practicing Physiotherapist.
 
 Your Company had integrated its Quality Management System ISO 9001 and
 Environment Management System ISO 14001 and has been practicing
 Integrated Management System. Your Company is focusing on Occupational
 Health & Safety practices and initiatives and is now pursuing
 implementation of ISO 18001 and Social Accountability Standard SA 8000
 during the year 2011-12. Your Company believes and follows the
 principles of good corporate citizenship that mandate the active
 contribution of companies towards ensuring employees Safety and Health
 and preserving Environment. Consequently, your Company has incorporated
 required operation systems to ensure zero accidents, Good Health & Zero
 Environmental impact.
 
 RECOGNITIONS AND AWARDS
 
 Recognition, Awards and accolades keeps the employees and the Company
 as a whole motivated for achieving higher results. During the year your
 Company has got the following awards
 
 Engineering Export Promotion Council (EEPC) Award
 
 This year yet again Engineering Export Promotion Council (EEPC) India
 conferred on us Silver Shield for Star Performer under Large
 Enterprise category for Miscellaneous Engineering Goods for the year
 2008-2009. This is the seventh consecutive year that your Company is
 getting recognized by EEPC.
 
 Best Manufacturing Award
 
 Your Company has received the Best Manufacturing Award and Certificate
 of Recognition in the Machine Tools sector for Ranking No.1 under Top
 500 SMB category for 2008-09 following a survey conducted by the Centre
 for Monitoring of Indian Economy (CMIE) in association with Industry
 2.0 magazine for superior manufacturing performance.
 
 Quality Circle Awards
 
 At the National level, your Companys employee team participated in
 Quality Circle competition & has been awarded for SGA with
 Distinguished Category at the national convention NCQC 2010 organized
 by QCFI at Vishakhapatnam.
 
 Like wise, at the Regional level, teams from your Company won many
 quality related awards such as Small Group Activities (SGA), Kaizen,
 Quality Quiz and 5S from participation in CCQC 2010 [Quality Circle
 Competitions] organized by QCFI, Bangalore Chapter.
 
 CII Work Skill Competition
 
 At the Regional level, one of the employees of the Company was ranked
 2nd in the Turner Trade Competition organized by Cll and was advanced
 to the National Level.
 
 CRISIL Independent Equity Research (IER) Rating
 
 Your Company has been recognized by NSE as one of the few listed
 companies in India to have been practicing sound management systems and
 ethical norms based on strong business fundamentals. As advised by the
 NSE, Indias premier equity research agency CRISIL had conducted an
 Independent study of your Company across all facets of the business
 during the year. Based on the assessment, CRISIL has assigned a rating
 of 4/5 for Superior Fundamentals and 3/5 indicating Fair Market
 Valuation of shares.
 
 Cufest 2010
 
 Employees of the Company participated in Group- level Quality
 competitions Cufest 2010 [Quality Festival of CUMI], and won awards
 for Quality Logo, Poster & Idea King events.
 
 MGTC Cultural Meet
 
 Women Employees of the Company participated in the cultural meet
 organized by Murugappa Group and won awards for individual talents.
 
 In the section that follows, the information required to be given in
 the Management Discussion and Analysis Report have been provided
 
 GENERAL PERFORMANCE REVIEW
 
 During the year 2010-11, the Indian economy continued its momentum by
 maintaining the tempo ending with a reasonable GDP growth rate of
 around 8.3% in the midst of spiraling commodity prices.  Despite the
 inflationary trend in foods, the economy was not out of the growth
 path.  Accelerated
 
 investments in Infrastructure, rapid rise in exports and growth in
 industrial out put helped the growth. Indias strong internal growth
 dynamics was most visible in segments like Automobile, Auto Component,
 General Engineering, Infrastructure & Construction and Steel.
 Resonating with the growth in Indian economy, the domestic business of
 Wendt (India) Limited grew by 54% and export achieving a growth of 17%
 over the last year. While the Super abrasive business grew by 26%, the
 Non-Super abrasive has shown an exemplary growth of 138% over the last
 year. The growth in the Super abrasives has come mainly from your
 Companys increased focus on growing industries in Domestic market such
 as Automotive, Cutting Tools, Engineering, Steel, Ceramics and
 Refractory.  Continuous efforts on new product and new application
 development including working in close coordination with customers for
 import substitutions supplemented to this growth. The Non-Super
 abrasive business comprising of machine tools, accessories and
 precision components together recorded the above commendable growth.
 Capacity expansions and new projects in Steel sector, positive
 performance by Engineering, Railways and Cutting Tool industries
 together with sustained demand for precision components has enabled
 your Company to record this higher growth in the Non-Super abrasives
 business.  While new variants & models in Machines were introduced in
 the market by your Company during the year, continued thrust on new
 product development, increased service levels and direct marketing
 efforts have helped to maintain its leadership position in the domestic
 market.
 
 In order to increase customer base, provide prompt services and ensure
 sustained growth in the domestic arena, your Company created two
 additional regions namely Jaipur and Nashik during the year. This move
 will help your Company to complement its market presence and
 competitive edge.
 
 While your Company continues to offer products and services to the
 existing industries such as Automotive, Cutting Tool, Engineering,
 Steel, Ferrite, Glass, Ceramics, Paper and Textile, it expanded the
 industry base to Railways, Aerospace, Construction, Infrastructure and
 Oil and Gas during the year. This is in line with your Companys
 underlying core objective of constantly looking for opportunities in
 growth sectors which is vital for the success. As a result, the
 comprehensive product range particularly in the Super abrasives
 business has become still more inclusive in terms of applications and
 product basket.
 
 As you would recall, in order to bring more focus and direction to
 address sustained growth year-on-year, your Company had formed the
 Strategic Intent, followed by identification of Strategic Initiatives
 and deployment of Product Management approach few years back. To
 strengthen and support this, in the year 2009-10, your Company
 re-classified the businesses into three verticals namely Super
 abrasives, Non- Super abrasives and International Business. The above
 initiatives and underlying actions have complemented well and have
 started yielding results from this financial year 2010-11.
 
 
 DIRECTORS
 
 Mr. Shrinivas G Shirgurkar, Director retires by rotation at the
 forthcoming Annual General Meeting and being eligible, offers himself
 for re-appointment. The necessary Resolution is being placed before the
 shareholders for approval.
 
 AUDITORS
 
 M/s Deloitte Haskins & Sells, Chartered Accountants, the statutory
 auditors of the Company hold office, in accordance with the provisions
 of the Companies Act, 1956, are due for retirement at the ensuing
 Annual General Meeting and are eligible for reappointment, subject to
 the approval of the shareholders at the Annual General Meeting. Your
 Directors recommend their reappointment for the ensuing year.
 
 FIXED DEPOSITS
 
 The Company has not accepted any fixed deposits during the year 2010-11
 and as such, there are no outstanding fixed deposits from the public as
 on 31 st March 2011.
 
 CORPORATE GOVERNANCE
 
 Your Company is compliant with the requirements of Clause 49 of the
 Listing Agreement. The Report on Corporate Governance along with a
 Certificate from the Auditors as stipulated under the above clause is
 attached to this report. The Chief Executive and the Chief Financial
 Officer of the Company have submitted a certificate endorsing to the
 Board the correctness of the financial statements and other matters as
 required under clause 49 V of the listing agreement.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
 to the best of their knowledge and belief confirm that:
 
 - In the preparation of the annual accounts for the financial year
 ended 31st March 2011, the applicable accounting standards have been
 followed.
 
 - The accounting policies have been followed and applied consistently
 and the judgments and estimates made, 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 of the Company for that period.
 
 - 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. To ensure this, the
 Company has established internal control systems, consistent with its
 size and nature of operations. In weighing the assurance provided by
 any such system of internal controls its inherent limitations should be
 recognized. These systems are reviewed and updated on an ongoing basis.
 Periodic internal audits are conducted to provide reasonable assurance
 of compliance with these systems.
 
 - The annual accounts have been prepared on a going concern basis.
 
 DISCLOSURE OF STATUTORY PARTICULARS
 
 Information required under Section 217 (1) (e) and Section 217 (2A) of
 the Companies Act, 1956 are given in Annexure A and B and forms part of
 this Report.
 
 APPRECIATION
 
 The Board places on record its appreciation for the continued
 co-operation and support received from its esteemed customers, its
 Associates and Subsidiaries.  The Board also places on record its
 appreciation for continued support and co-operation received from
 Government Departments, Bankers, Shareholders, Suppliers, and
 Employees.
 
                                            By order of the Board 
                                        For Wendt (India) Limited
 
                                                   M M Murugappan 
                                                         Chairman
 
 Chennai
 29th April 2011