Wendt (India)

The Directors have pleasure in presenting the 26th Annual report
 together with the Audited Financial Statements for the year ended 31st
 March 2008.
 
 KEY FINANCIAL SUMMARY                                     ( Rs in Lacs)
                                                31/03/2008   31/03/2007
 
 Sales                                           5405         5074
 Other Income                                     185          155
 Profit before tax                               1255         1310
 Provision for current
 & Fringe Benefit tax                             414          410
 Provision for deferred tax                        20           29
 Profit after tax                                 842          871
 Earnings per share                             42.08        43.56
 
 RESULTS OF OPERATIONS
 
 During the year, your Company achieved a turnover of Rs 5405 lacs,
 registering a growth of 7% over the previous year. The domestic sales
 grew by 3% and the export sales registered appreciable growth of 17 %
 compared to the previous year. The Profit before tax and Profit after
 tax has been lower by 4% and 3% respectively over the previous year.
 This has been mainly due to the lower top line growth against the plan.
 The fixed cost has been incurred in line with the Growth Projections
 which did not accrue due to slow down in some of the connected domestic
 user industry segment resulting into lower profits.
 
 Your company caters to a wide spectrum of industries, however the major
 portion of the domestic business comes from the Auto Industry, mainly
 Two Wheeler and Auto Ancillary and connected Engineering industry.
 These industries witnessed a slow down over the last year affecting
 your company business as well.  Some of the user industries like
 Textile, Bearing, Shaving products yielded due to Rupee appreciation
 against the dollar and the resultant slackness in their overseas
 demand, this has also affected domestic sale which could have grown
 otherwise.
 
 Your company during the year had registered a decent growth of 17% in
 exports business. The growth would have been still significant but for
 the appreciating rupee which has pull down the export growth. In real
 sense it is around 22% considering the exchange rate variation. In the
 overseas market the company could establish successfully some of the
 key products and repeat business from these customers would show
 positive results also in the coming year. Your company also sold 3
 reprofiling machines and one Special Purpose Machine to the overseas
 market.  Your Company has drawn up a comprehensive Business Strategy to
 grow the business appreciably through Globally cost competitive and
 Technologically Superior Products. This is likely to help your company
 in growing domestic market share while also addressing growth in
 overseas markets.
 
 The Company continues to invest towards high end equipments, machines,
 infrastructure and building human resource capability to address the
 future growth plans. During the year, your company added fixed assets
 to the tune of Rs 444 lacs and have finalized orders for capital
 expenditure of Rs 215 lacs.  Further the proposed Capex investment
 during the financial year 08-09 is expected to be higher in order to
 address and compliment some of the new project requirements planned for
 the year, especially focusing on precision components - A Redefined
 Mission.
 
 SAP software system implemented during the previous year has been
 successfully working and company is able to achieve its objective of
 enhancing operational efficiency through various functional
 integration. During the year the company is planning to utilize the
 capability of SAP software to achieve its strategic mission of
 producing globally cost competitive and technologically superior
 products.  Your company have plans to extend the SAP access to some of
 the key customers and helping them to streamline their tool planning
 and procurement process and thereby improving customer engagement.
 
 FUTURE PROSPECTS
 
 While some of the user industry do not show significant signs of pull
 back in the coming quarter, with companys redefined mission of Being
 in the business of grinding and machining products (tools) and services
 and providing bespoke products and services for surfacing materials
 that are hard to machine by serving all industries, institutions and
 household consumers, is expected to start yielding results in the
 ensuing year.
 
 The growth is expected to come from:
 
 * Cost competitive technologically superior products being focused both
 on domestic as well as export market.
 
 * Export market of honing sticks through Wendt Group.
 
 * Strong focus on high precision rotary dressing rolls where the
 products have been well established in domestic/ export market.
 
 * Precision components for our customer partners - a new area of
 business where the products have got already established during the
 last quarter and expected to give results during the ensuing year.
 
 * Business growth from high end CNC rotary surface grinders which has
 been successfully launched, wheel profiling machine and other special
 purpose grinding machines.
 
 * The company would also strategically look at acquisitions as a route
 for an inorganic growth.
 
 SUBSIDIARY COMPANY
 
 Wendt Grinding Technologies Limited, Thailand Your Companys wholly
 owned Subsidiary Company in Thailand Wendt Grinding Technologies
 Limited (WGTL) continues to demonstrate its impressive performance
 during the year 2007-08.
 
 The Subsidiary Company recorded an excellent sales growth of 75 % over
 the last year and the Profit Before Tax and Profit After Tax also
 registered a creditable growth of 75 % and 30% respectively compared to
 the last year.  During the current year, the Subsidiary Company is
 planning to expand its trading product basket to address the continual
 growth plan target set for it self by enhancing its re profiling
 capacity. Wendt Grinding Technologies Ltd, Thailand has been successful
 in establishing Wendt India products with its customer and this is also
 likely to result in growth of sales in superabrasive products.
 
 The success of WGTL gives your company the confidence for considering
 similar facility in Middle East during the year
 
 APPROPRIATIONS
 
                                                            (Rs in Lacs)
 
 Available for appropriation
 Profit after tax                                              841.59
 Add: Balance brought forward from                             585.19
 previous year
 Total                                                        1426.78
 
 Recommended appropriations
 Transfer to general reserve                                   350.00
 Proposed dividend  200%                                       400.00
 Dividend tax                                                   67.98
 Balance carried forward                                       608.80
 Total                                                        1426.78
 
 
 DIVIDEND
 
 The board of Directors have recommended a dividend of 200% ( Rs 20/-
 per equity share of Rs 10/- each) and the same will be paid after the
 approval at the Annual General Meeting. The dividend warrants will be
 posted on or after 24th July 2008
 
 CONSOLIDATED FINANCIAL RESULTS
 
 The Ministry of Corporate Affairs vide its letter dated 02/04/2008 has
 exempted the company in complying the provisions of section 212(1) of
 the Companies Act,1956 and has directed to present in the annual report
 the consolidated financial statements of its subsidiary duly audited by
 its statutory auditors.
 
 A consolidated financial statements (incorporating the operations of
 the Company and its Subsidiary) have been provided in the Annual
 Report. The Key financial data for the Consolidated operations are
 given below
 
 KEY CONSOLIDATED FINANCIAL SUMMARY
 
                                                           (Rs in Lacs)
                                              31/03/2008    31/03/2007
 
 Sales                                         5759          5275
 Other Income                                   158           132
 Profit before tax                             1328          1351
 Profit after tax                               891           909
 Earnings per share-Rs                        44.55         45.45
 
 QUALITY
 
 At Wendt, Quality has never been an after thought. Its literally a
 part of your Companys thought process. It is engrained in Companys
 desire to excel. To ensure quality at all levels, continuous efforts
 are being put by your Company to be at the technological edge on all
 fronts from product to services, there by providing products & services
 to customers and helping them become globally competitive in the
 products they manufacture.
 
 Towards achieving this objective, your company continues to impart high
 level training to employees and invest in State-of-the-Art equipments
 and facilities. During the year company also cleared the surveillance
 audit by TUV Nord on Quality Management System - ISO 9001.
 
 SAFETY, HEALTH AND ENVIRONMENT (SHE)
 
 Employees being the primary assets of your Company, are looked after
 with care in terms of the Safety , Health and Congenial Working
 Environment. This is done to ensure a robust organization fit to take
 up any challenges on an ongoing basis.  Safety in all its activities
 and Safe Products are given high degree of importance by your Company
 and looked after right from the planning stage itself .  During the
 year, your company was recertified for the EMS 14001 and has geared up
 its system and process for ISO 18001 reflecting its commitment for the
 Safety , Health and Environment.
 
 During the year your company also got CE Certification for its wheel
 profiling machines WDM series. This certification would help in meeting
 the European norms towards safety and makes these machines meeting
 global standards.  The Company preserve the ecological balance of
 nature while carrying out its activities through a well planned project
 execution exercise while clearly demonstrating commitments towards its
 adage on Engineering Flair with Environmental Care
 
 RECOGNITIONS AND AWARDS
 
 Awards depicts the external perception of the Companys product
 performance and recognizes the Companys robust processes. During the
 year your Company received the following awards:
 
 * Regional Award for Export Excellence - Silver Shield for Star
 Performer as Medium Enterprise in recognition to the outstanding
 contribution to Engineering Exports during the year 2005-2006 by
 Engineering Export and Promotion Council.
 
 * Recognition for its Partnership and Excellence In Performance Award
 from MICO Bosch - for the third consecutive year.
 
 * Award in meritorious category in a State Level QC Circle competition
 CCQCC 2007 organized by QCFI, Chennai Chapter to Wendt Small Group
 Activity Team
 
 * Three Awards in all categories (Meritorious, Distinction, Excellence)
 in the State Level QC Circle competition organized by QCFI Bangalore
 chapter to Wendt Small Group Activity
 
 * Award in meritorious category in a National Level QC Circle
 competition organized by QCFI, Kolkatta Chapter to Wendt Small Group
 Activity Team
 
 * The CUMI Group Annual event Cufest 2007 conferred on Wendt India the
 first position in 5S, posters, cartoons and Idea king. During the same
 competition Wendt India teams were also awarded for Kaizen, SGA and
 Slogan.
 
 In the section that follows, the information required to be given in
 the Management Discussion and Analysis Report has been provided.
 
 BUSINESS PROFILE
 
 Wendt (India) Limited is a leader in the field of Super- Abrasive
 Grinding Wheels and Tools (Diamond and Cubic Boron Nitride). These
 tools are used by a wide spectrum of Industries from Automobile,
 Cutting Tool, Engineering, Steel, Tile, Ferrite, Glass, Ceramics,
 Paper, Textile to Watch. The Company has in its Product portfolio,
 metal bond, resin bond, electroplated, vitrified and infiltrated
 products along with Diamond Dressing rolls and Honing Sticks. Your
 company is considered by its customers as a Total Grinding / Honing
 Solution Providers as it addresses customers continual changing needs
 and expectations.
 
 Wendt (India) Limited also produces high end CNC Grinding Machine and
 Refurbish / Upgrade the old generation Grinding Machines to High end
 Machines specially for Insert Manufacturers.  Your companys redefined
 business objective from being a mere super abrasive product
 manufacturer to being in the business of grinding and machining
 products (tools) and services and to provide bespoke products and
 services for surfacing materials that are bard to machine. Your Company
 also plans to serve all industries, institutions and household
 consumers.
 
 ECONOMIC OUTLOOK
 
 Year 07-08 witnessed slowdown in economic growth rate at 8.7 percent as
 compared to 9.67 percent in 2006-07 due to the turbulence faced by the
 financial markets - appreciating Rupee & hardening of Interest Rates.
 The growth rate is even less than the average GDP during the years
 2004-07 which was 9 percent per annum.
 
 Indian Automobile Industry witnessed the downward curve in 2007-08
 after seven years of successive growth in this sector. According to the
 Society of Indian Automobile Manufacturers (SIAM), vehicle sales for
 the fiscal 2007-08 declined by 4.7 per cent mostly due to a steep
 decline in the two-wheeler industry, which went down by 7.92 per cent.
 The slump was severe for motorcycles, which saw a decline of 11.9 per
 cent - which almost annulled the continual growth of 12.2 percent
 registered in passenger cars.  Finance availability especially in
 semi-urban and rural areas, coupled with high interest rates led to
 decline in sales.
 
 INDUSTRY STRUCTURE & DEVELOPMENTS
 
 Super Abrasive Industry, to a great extent, depends upon Automobile &
 connected Industries and had a rub off effect due to the downward trend
 witnessed by Automotive Industry in India.
 
 In order to reduce Wendt Indias dependence on Auto Industry, your
 Company with its redefined business objectives is working on widening
 the application areas in various industries, institutions and
 subsequently extending to existing industry segments comprising of
 household consumers from Aeronautical, Automobile, Auto components.
 Cutting Tools, Defense, Engineering, Steel, Tile, Ferrite, Glass,
 Ceramics, Textile, Paper, Watch manufacturers etc., where potential
 exists.
 
 PERFORMANCE OVERVIEW
 
 The Companys operations predominantly falls under the single segment
 of Diamond / CBN Grinding Wheels /Tools business and the performance of
 this segment is given below
 
 Particulars          2006-07    2007-08     % change
 
 Domestic Sales         3764       3873           3
 Export Sales           1310       1532          17
 Total Sales            5074       5405           7
 Operating Profit       1191       1116          (6)
 Capital Employed       3922       4236           8
 Return on net worth %    25         22           -
 
 OPPORTUNITIES & THREATS
 
 Opportunities
 
 With the strong technological backing from its Collaborators Wendt GmbH
 Germany, Wendt India proactively introduces new products to meet the
 Customers changing application needs. Further the Company with wide
 range of products under its product portfolio is at a huge advantage
 for many of its customers, who prefer the Company as a single source
 for providing complete grinding solutions.  This makes your Company
 being considered as a One Stop Shop, when it comes to grinding or
 surface improvement of materials.
 
 Redefining its business objective has opened doors to new opportunities
 for your Company in areas other than where it is currently operating.
 With expertise in Grinding Machines, Super Abrasive Diamond / CBN
 Grinding Wheels, Dressing systems. Diamond Dressing Tools, Precision
 Diamond Dressing Rolls, Honing sticks from its Plant in Hosur Tamil
 Nadu, and Conventional Abrasive Grinding Wheels, Coolants, Super
 finishing Tooling, Fine Grinding Wheels from its Joint Venture partners
 Carborundum Universal Ltd., and Wendt GmbH, makes your Company an
 undisputed choice for the customer for their requirements of the above
 Toolings.  The high end Precision Diamond Dressing Rolls are well
 accepted in the Indian Market and the Global Arena and throw a greater
 opportunity for import substitutes and addressing through Wendt Group
 cost competitive markets.
 
 THREATS
 
 There continues to be no single major competitor with the sizeable
 market share in India. However the Company still faces product specific
 competition from host of unorganized players and from cheaper Chinese
 products especially in low end application areas.
 
 Turbulence in financial market has badly affected the auto industry,
 exports have become expensive and also devaluation of US $ have further
 worsened the condition. This has led to Price pressure as most of the
 customers are facing stiff competition and there by trying to be the
 most cost competitive. As a result of which the total domestic market
 for Diamond / CBN products which is growing in terms of application
 areas and quantity, may not reflect value wise growth in same
 proportion. This would be more pronounced as the market becomes more
 price sensitive.  Key success factors for your Company to retain its
 leadership position along with profitable growth continues to be
 Quality, Cost, Service and its vast experience and parentage to provide
 Total Grinding Solution. Further the Companys focus on providing
 technologically superior products at competitive pricing would further
 improve Companys market penetration.
 
 OUTLOOK
 
 With venturing into new landscape of industries Wendt India Limited is
 optimistic about its performance in the financial year 2008-09. This
 would help your company to expand its customer base and application
 areas while still maintaining the undisputed leadership position in the
 Super Abrasive Industry in India and a preferred supplier status to
 most of its customers in the domestic market.  Exports of the Company
 continous to be the focus area. The Company looks forward to
 replicating the success of WGTL, Thailand in Dubai by putting up the
 similar facility in the financial year 2008-09. Also the Company plans
 to go multi-locational by putting up offices in Malaysia, Australia &
 South Africa progressively.
 
 Wendt Grinding Technologies Ltd - the 100% owned subsidiary in Thailand
 continues to show higher profits year on year. With this your Company
 expects to improve the market reach not only in Thailand but also to
 its neighboring countries like Indonesia & Vietnam.  Your Companys
 redefined business objectives widen the areas of application in various
 industries as mentioned above. Your Company is accordingly taking steps
 to expand the Machine Building & Refurbishing business.
 
 The Launch of high end CNC Rotary Surface Grinders which has been
 received well in the market reinforces the confidence to look at
 Machine Building Business more aggressively. The Company is planning to
 add smaller range Surface Grinders and Wheel profiling Machines and
 expects the volume growth riding on the demand of Tool Room and Cutting
 Tool Industry.
 
 RISK & CONCERN
 
 Business Risk
 
 Business risk expresses the concern about the probable material affects
 of an uncertain environment on business goals set by an organisation.
 Business risk mitigation helps the Company to find ways to manage
 events that will negatively impact the financial, physical or human
 capital of the organization. This report detailed below identifies the
 risks and the steps taken by the Company to manage the same.
 
 Wendt (India) Limited, through its Risk Management Committee regularly
 analyses its potential business risk & current business portfolio and
 decides which business should receive more focus, where to invest, what
 needs to be dropped from its portfolio, etc., to mitigate the risks
 involved.
 
 Wendt (India) Limited as one of the growth strategies focuses on
 development / adding new products like Precision Profile Dressing
 Rolls, Brazed products, Honing sticks. Fine Grinding Wheels, Diamond
 films and entering new businesses like Precision Components Vane
 project. Machine refurbishing & Machine building etc., to name a few,
 at the same time deciding which products or businesses to be
 discontinued with the appreciating Rupee. Your Company foresees the
 risk of lower margins in Plated Components and hence would consider
 exiting the business.
 
 User Industry Concentration Risk
 
 In order to de-risk the business, Your company has avoided the
 excessive dependence on any one industry by having a wide range of
 super abrasive products in its product portfolio and addressing to
 diverse segment of industries from Aeronautical, Automobile, Auto
 components. Cutting Tools, Defense, Engineering, Steel, Tile, Ferrite,
 Glass, Ceramics, to Watch manufacturers.
 
 Geographical Risk
 
 The Companys exports constitutes of 28% of the total sales. Not only
 in India but also in abroad the Company is continuously focusing on
 expansion of customer base. Wendt Grinding Technologies Limited in
 Thailand continues to show aggressive growth by addressing and
 providing profiling services to almost all Automotive Glass
 Manufacturer. Your company is now looking forward to replicating the
 same setup in Dubai and plans to open offices in Malaysia, Australia &
 South Africa.
 
 The domestic market which is spread widely from North to South and East
 to West is serviced well by direct sales to the customers by Companys
 strong and qualified sales & application Engineers based at major
 strategic locations.  In order to strengthen the technical sales team
 and increase its thrust, your Company has placed Regional Managers at
 various strategic locations.
 
 Technology Obsolescence Risk
 
 As your Company is collaborated with Wendt GmbH, Germany which is now
 part of Winterthur Technology Group AG, it has direct access to its
 continually developing technology from Wendt - Winterthur Group for
 manufacturing of all key products like Resin, Metal, Electroplated,
 Rotary Dressers and Vitrified CBN Grinding wheels. This helps your
 Company in continual upgrading of the technology and keeping abreast
 with the latest trends in the grinding field. Hence the obsolescence
 risk is minimum.
 
 INFORMATION TECHNOLOGY
 
 Your Company implemented the state-of-the-art Enterprise Resource
 Planning System SAP which was implemented, in time and as scheduled.
 Your Company; during the year, has put in place Data Center to augment
 SAP structural environment.
 
 The implementation of SAP helped in improving the accuracy and
 timeliness of the transactions and also helped the company focus on
 improving its overall efficiency. With the increasing operation of the
 Company, it was a need for your Company to implement robust and
 consistent system. It provided the following benefits:
 
 * Tracking of product movement & Stage wise value addition.
 
 * Capacity planning and optimize machine utilization.
 
 * Optimize inventory, better procurement of raw , materials, reduction
 in lead time, better customer satisfaction and transparency across
 various departments
 
 * Prompt information to customers regarding their order status and
 delivery
 
 Your Company will make use of the Capabilities of SAP for servicing the
 customer better and to achieve its new comprehensive business Strategy.
 Your company also plans to extend the SAP access to some of the key
 customers and helping them to streamline their tool planning and
 procurement process and thereby improving customer engagement
 
 INTERNAL CONTROL SYSTEM & ADEQUACY
 
 Based on the nature of Business and size of operations, your Companys
 internal control system has been designed to provide for required
 assurance that all the transactions are carried out in line with
 Companys policies to comply with the Statutory Regulations.
 
 Your Company has brought in major business functional areas, such as
 Marketing and Sales, Production and Planning, Inventory and Procurement
 under the Internal Audit scope and more focus has been given for
 operational internal control to improve operational efficiency. The
 Audit findings are placed before the Audit Committee for review and
 advise and the follow-up Action Taken Report (ATR) also subsequently
 reviewed to ensure the implementation of internal audit suggestion,
 wherever required.  Your Company has introduced Whistle Blower Policy
 during the year in order to strengthen the internal control system
 further and to eliminate any wrong practices, if any.
 
 FINANCIAL REVIEW
 
 Earnings
 
 Revenues
 
 Sales grew from Rs 5074 lacs to Rs. 5405 lacs registering a growth of
 7% over the previous year.  Export sales grew by 17% and Domestic sales
 grew by 3% when compared to previous year.
 
 Profit Before Tax
 
 The profit before tax is Rs.1255 lacs compared to Rs. 1310 lacs of the
 previous year.  Profit After Tax Profit after tax is Rs.842 lacs
 compared to previous year Rs. 871 lacs.
 
 Investments
 
 Your Company invest the surplus funds in Debt schemes of the Mutual
 funds, mainly in Fixed Horizon Funds, to maximize return with a focus
 on liquidity.  This is to meet internal requirements of funds for
 Capital Expenditure as your Company does not have any borrowing.
 
 Costs
 
 During the current year your Companys overall fixed cost has gone up
 by 26% mainly due to manpower cost increase. The Company has increased
 and put in place necessary manpower to achieve the growth planned for
 the year, however the sales did not grow as per plan for the reasons
 explained earlier in the report. The manpower cost increase was also
 due to compliance of new statutory regulation on employee benefits.
 
 FINANCIAL POSITION
 
 Shareholder Funds
 
 The shareholders funds as on 31.03.2008 were Rs 3987 lacs when compared
 to previous year Rs 3638 lacs. The book value of the share is Rs 199
 when compared to Rs 182/- (previous year).
 
 Loan Funds
 
 Your Company does not have any interest bearing term borrowing. The
 cash credit limit with State Bank of India, is utilized only for the
 short term fund requirement to supplement temporary mismatches in cash
 flows. The repayment of interest free tax deferral loan continued in
 the year under review.
 
 Assets
 
 Fixed assets
 
 The net fixed assets are Rs 2085 lacs and total capital expenditure
 during the year was Rs 444 lacs, when compared to Rs 568 Lacs (previous
 year).
 
 Inventories and Sundry Debtors
 
 Due to focused working on Inventories and Sundry Debtors by means of
 specific action plans, the Company was able to control and bring down
 the Inventories and Sundry Debtors to Rs 475 lacs and Rs.1208 lacs
 respectively compared to Rs.617 lacs and Rs.1252 lacs of previous year.
 
 Foreign Exchange Hedging
 
 The Company follows the policy of natural hedging of foreign exchange
 earnings and outflow.
 
 Ratio
 
 The return on the capital employed was 31% compared to 35% in previous
 year due to higher capital employed and lower profits.
 
 Financial Performance with respect to Operational Performance Your
 Company continues to create infrastructure and add new plant and
 machinery to meet the future growth targets. During the year your
 Company has invested Rs.444 lacs towards capital assets and paid
 advance of Rs.38 lacs for capital assets procurement.  Your Company,
 with implementation of SAP and through Cross Functional Teams was able
 to achieve operational efficiency in controlling Inventory and
 Receivables. Appreciable results were noticed in bringing down the
 Inventory and Receivable levels while maintaining the production and
 Delivery in line with the customer requirement i.e. without
 compromising the operational requirements. Your Company will continue
 the good work done in Inventory and Receivable management in the coming
 years also to reap the benefits of SAP implementation.
 
 HUMAN RESOURCE
 
 YOur Company has embarked on Strategy Building Workshop with Management
 Team to focus on futuristic trend and demands in Super Abrasive
 Industry. This exercise aimed at building team work, structural support
 and growth projects.
 
 During the year, your Company has added 26 new employees to support new
 product development and to meet future growth plans. The emphasis
 continues to be on acquiring, maintaining and developing the human
 asset base. Training programmes focusing on enhancement of technical
 competency and softer skills were organized in the course of the year
 and covered all the employees. Your Company adopts an open
 communication system with its employees and shares the information on
 regular basis. Your Company maintains and nurtures high level of
 transparency in all its communication with the employees.
 
 The trust created by your Company with its employees over the years
 enables it to maintain a cordial industrial relationship with the
 workforce.  Your Company has 195 employees on its rolls during the year
 ending March 08 as compared to 169 employees during the year ending
 March 07.
 
 DIRECTORS
 
 Mr. Shrinivas G Shirgurkar, Director retire by rotation at the
 forthcoming Annual General Meeting and being eligible, offers himself
 for re-appiontment. The necessary Resolution is being placed before the
 Shareholders for approval.
 
 AUDITORS
 
 M/s Deloitte Haskins & Sells Chartered Accountants, who are the
 statutory auditors of your Company hold office, in accordance with the
 provisions of the Companies Act, 1956, up to the conclusion of the
 forthcoming Annual General Meeting and are eligible for reappointment,
 subject to the approval of the shareholders at the Annual General
 Meeting.
 
 FIXED DEPOSITS
 
 YourCompany has not accepted any public deposits and, as such, no
 amount on account of principal or interest on public deposits was
 outstanding on the date of the Balance Sheet.
 
 CORPORATE GOVERNANCE
 
 The Report on Corporate Governance along with a Certificate from the
 Auditors is annexed as required by the listing agreement with Stock
 Exchanges. The Chief Executive and the Chief Financial Officer of your
 Company have submitted a certificate to the Board regarding the
 financial statements and other matters as required under clause 49 V of
 the listing agreement.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 As a part of its community development plan and commitment to the
 society, your Company has constructed a school building and provided
 basic amenity infrastructure like toilet facility and drinking water
 facility for the nearby schools within the vicinity of companys
 location at a cost of Rs. 21 lacs.  It is also actively supporting
 blood donation camps, promoting road safety awareness to school
 students through road safety camps and frequently visiting and
 supporting Orphanage and Old Age Home.
 
 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 Profit & Loss Account for the financial
 year ended 31st March 2008 and the Balance sheet as at that date
 (financial statements) applicable accounting standards have been
 followed.
 
 * Appropriate accounting policies have been selected and applied
 consistently and such judgments and estimates that are reasonable and
 prudent have been made so as to give a true and fair view of the state
 of affairs of the company as at the end of the financial year 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 financial statements have been prepared on a going concern
 basics.
 
 DISCLOSURE OF STATUTORY PARTICULARS
 
 Information required under Section 217 (1) (e) and Section 217 (2A)of
 the Companies Act 1956 are given in AnnexureAand Band forms part of
 this Report.
 
 APPRECIATION
 
 The Board places on record its appreciation for the co- operation and
 support received from its esteemed customers and from M/s Wendt GmbH
 Germany, the Companys foreign Collaborators, 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
 
 Hosur                                                  M M Murugappan
 25th April, 2008                                             Chairman