The Directors present their Fifty Third Annual report and the Audited
 Accounts of your Company for the year ended March 31, 2012.
 
 Financial Results
 
 Sales for the year under review were Rs. 2,051 crores compared to Rs.
 1,676 crores in the last year. The financial results of your Company
 for the year under review are as below:
  
                                                    (Rs. in Lakhs) 
 
                                        2011-2012   2010-2011
 
 Gross profit before finance
 cost and depreciation                   17,493       13,228
 
 Finance Costs                            7,030        5,362
 
 Depreciation                             5,047        4,608
 
 Profit before tax for the year           5,416        3,258 
 
 Profit after tax for the year            3,435        2,464
 
 Transfer to General Reserve              2,300        1,600
 
 Dividend
 
 The Board approved and paid an interim dividend of Rs. 4/- per equity
 share of Rs. 10/- each, in March 2012.
 
 Your Directors are pleased to recommend a final dividend of Rs. 6/- per
 equity share of the face value of Rs.10/- each, for the year ended 31st
 March, 2012.  The final dividend, recommended, if approved at the Fifty
 Third Annual General Meeting, will be paid to all the shareholders
 whose names appear in the Register of members as on the Book closure
 date.
 
 The total dividend for the financial year including the proposed final
 dividend amounts to Rs. 10/- per equity share and will absorb Rs. 11.47
 Crores including Dividend Distribution Tax of Rs. 1.60 Crores
 
 Management Discussion and Analysis
 
 The last financial year saw tumultuous events on the world stage from
 the Arab Spring to the Japanese earthquake-tsunami to the Euro crisis.
 The Indian economy saw the GDP growth come down to 6.8% as the nation''s
 fiscal and trade deficit widened and inflation remained at high levels.
 Coming on the back of a year of strong growth, the headwinds of the
 slowing economy affected all domestic market segments serviced by your
 Company.
 
 The passenger car market was additionally burdened by two factors.
 There was a major industrial dispute affecting production at the
 largest car manufacturer for over a month. The year also saw a widening
 gap between petrol and diesel prices leading to consumers increasingly
 preferring diesel vehicles. The supply chain capacities in diesel
 engines was not able to ramp up adequately to meet this demand. As a
 result, the passenger car market had only a marginal growth during the
 year.
 
 The traditional commercial vehicle market saw growth in the heavy and
 light segments with no growth in the medium commercial vehicles. This
 resulted in the commercial vehicle segment growing at only single digit
 rates. Outside of the traditional CV market there continued to be
 strong growth in the small commercial vehicle market. Even the
 agricultural tractor market saw moderated growth as the slowdown in the
 economy started affecting all market segments. The construction and
 mining equipment wheel segment of your Company is truly international
 in nature and a resurgence in global demand augurs well for your
 Company in the coming years.
 
 Your Company faced increased competition in all domestic industry
 segments, as demand slowed down. While Company grew at around industry
 rates in all segments, it benefited from its relatively stronger
 position in the growing small commercial vehicle segment. The air
 suspension system division of your Company, that had seen a decline in
 the previous year, saw strong growth off the low base, with demand from
 both state transport undertakings and private operators. In the energy
 equipment structural parts division, your Company was able to scale up
 above break-even levels. It was really the growth in the earth moving
 and construction equipment wheel global business together with new
 segments of businesses that were taken up that helped your Company to
 grow at a faster rate above the domestic vehicle industry levels.
 
 While the year under review saw a slower rate of growth, it had its
 share of inflationary forces to deal with, with higher material costs
 at the start of the year and high energy costs at the year-end. Added
 to this, a double digit depreciation of the Indian Rupee vis-a-vis the
 US Dollar added to the cost pressures.  In this environment, your
 Company dedicated its efforts for the year on operational cost control
 across its plants. This has built strength and teamwork within the
 organization that can be harnessed in the years to come. During the
 year, your Company signed a technical agreement with Topy Industries, a
 leading Japanese wheel manufacturer, that will strengthen the passenger
 car wheel business.
 
 The coming year is likely to see the Indian economy grow at around 7%,
 and the domestic industry segments are likely to grow at single digit
 levels. There is particularly some concern on the growth prospects of
 the tractor and truck markets in the country. Your Company is a
 supplier in some of the high volume newer models in the passenger car
 segment and is likely to benefit from this in the coming year. We
 continue to see reasonable growth in the construction and mining
 equipment business worldwide, as also the non-wheel business. The major
 concerns in the year ahead is inflation in the cost of most inputs.
 Your Company has a reasonably large foreign exchange exposure to the
 extent of approximately 23% of sales by way of exports and imports. To
 add to this, in the year under review, there was a steep depreciation
 of the Indian Rupee vis-a-vis the US Dollar particularly in the second
 half of the year. This element of foreign exchange risk is likely to
 continue in the current year.
 
 Directors
 
 Mr Aroon Raman, who was appointed as a Director in the vacancy caused
 by the resignation of Mr T T Rangaswamy holds upto the conclusion of
 the 53rd Annual General Meeting and being eligible, offers himself for
 appointment by the members.
 
 The Company has received notice under Section 257 of the Companies Act,
 1956 from a member of the Company proposing Mr Aroon Raman to be
 appointed a Director.
 
 Under Article 94(3) of the Company, Mr S Viji and Mr T S Vijayaraghavan
 retire by rotation and being eligible offer themselves for re-election.
 
 Corporate Governance
 
 In pursuance to Clause 49 of the Listing Agreement with the Stock
 Exchange, Corporate Governance Report is given elsewhere and forms part
 of this Report.
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956 and Corporate
 Governance Voluntary Guidelines, 2009 issued by the Ministry of
 Corporate Affairs, your Directors confirm that:-
 
 1.  in the preparation of the annual accounts, the applicable
 accounting standards have been followed;
 
 2.  such accounting policies have been selected and applied
 consistently and judgments and estimates made that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 your Company as at 31st March, 2012 and of the profit of the Company
 for the year ended on that date;
 
 3.  proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act 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 and
 
 5.  proper systems are in place to ensure compliance with all laws
 applicable to the Company
 
 Auditors
 
 M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai retire at
 the conclusion of the Fifty Third Annual General Meeting and are
 eligible for re-appointment.  The Directors recommend their
 re-appointment.
 
 Internal Control and Audit
 
 The Company has a well established internal control system which helps
 in ensuring that the assets of the Company are properly protected. The
 effectiveness of the internal control system is constantly monitored by
 the internal audit department along with the external audit firms
 appointed to carry out the internal audit of the various units of the
 Company. The Audit Committee periodically reviews the reports on the
 internal audit findings and takes appropriate decisions to implement
 corrective action wherever required.
 
 Awards
 
 During the year under review, your Company''s Padi plant won the All
 India Organisation of Employers (AIOE) Industrial Relations Award for
 the year 2010-11.
 
 Your Company received awards from TAFE, Toyota, Caterpillar and Maruti
 Suzuki for its performance, quality and supply of products.
 
 Safety
 
 Your Company gives high priority to the Safety and the objective is to
 achieve a zero incident. To ensure Safety and create a safe work
 environment, Safety Audit is being conducted regularly and reviewed by
 the Company. Further, safety performance is being reviewed by the
 top-level management every month. Your Company also gives safety
 training to create awareness on safety to all the employees
 periodically.
 
 Corporate Social Responsibility
 
 Your Company believes that Corporate Social Responsibility is an
 integral part of the business. As a part of its CSR activity:-
 
 - your Company established educational facilities in Thiruvannamalai
 District to cater to the needs of the children. Your Company along with
 reputed Non Governmental Organization, has set up SuperKidz Centers in
 13 villages in Vembakkam, Thiruvannamalai District, wherein most of the
 children in Vembakkam, Thiruvannamalai District have benefited.
 
 - Special Health check up camp was conducted in association with ESI
 Hospital Chennai and Sriperumbudur during the year under review .
 
 Particulars of Employees
 
 None of the employees of the Company was in receipt of remuneration in
 excess of the limits prescribed under Section 217(2A) of the Companies
 Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.
 
 General
 
 Particulars prescribed by the Companies (Disclosure of Particulars in
 the Report of Board of Directors) Rules, 1988 are enclosed in the
 annexure and form part of this report.
 
 The Directors wish to thank United Bank of India, State Bank of India,
 Standard Chartered Bank and HDFC Bank Limited for their continued
 support.
 
 Your Company continues to have the full cooperation of all its
 employees. The Directors would like to place on record the appreciation
 of the efforts of the employees in controlling costs and improving the
 profitability of the Company.
 
 
                                  On behalf of the Board of Directors 
 
 Chennai                                                       S Ram
 
 30th May 2012                                              Chairman