The Directors present their Fifty Second Annual Report and the Audited
 Accounts of your Company for the year ended March 31, 2011.
 
 Financial Results
 
 Sales for the year under review were Rs. 1676 crores compared to Rs.
 1241 crores in the last year. The financial results of your Company for
 the year under review are as below:
 
                                                      (Rs. in Lakhs)
 
                                              2010-2011    2009-2010
 
 Gross profit before interest
 and depreciation                                12,844        9,116
 
 Interest                                         4,978        3,777
 
 Depreciation                                     4,608        3,316
 
 Profit before tax for the year                   3,258        2,023
 
 Profit after tax for the year                    2,464        1,295
 
 Transfer to General Reserve                      1,600        2,100
 
 Dividend
 
 Your Directors are pleased to recommend, out of the profits of the
 current year, a dividend of Rs. 6.50 per share on the paid-up capital
 of the Company as at 31st March, 2011. The dividend will be paid to all
 the shareholders whose names appear in the Register of Members as on
 the Book closure date. If the dividend recommended is approved at the
 Fifty Second Annual General Meeting, a sum of Rs. 6,41,51,386/- will
 become payable. A dividend tax of 16.2225% (including surcharge) will
 be paid on the dividend declared.
 
 Management Discussion and Analysis
 
 After two years of slowdown, in the last year, global GDP is estimated
 to have grown at 3.9%, with growth
 
 in all geographies. The Indian economy grew at 8.6% over the year, as
 against 7.1% in the previous year, with strong recovery in the
 agricultural sector. Inflation remains a concern with the consumer
 price index at a double digit level for the second year in a row.
 
 The growth in the economy resulted in a high growth in all segments of
 the automotive industry. The passenger car and light vehicle segment
 grew at 25% to come close to 3 million vehicles in the last year.
 While, the exports of cars marginally slowed down with the removal of
 the scrappage scheme in Europe, the growth was driven by strong
 demand in the domestic market. There was a strong growth of almost 30%
 in the commercial vehicle market in the last year, mainly in the goods
 carriage segments, as the government did not extend the inclusion of
 city buses under the JNNURM scheme. With a growth of over 5% in the
 agricultural sector, high food grain prices, the NREG scheme and good
 rural credit availability, the tractor segment grew at 24% in the year
 under review.
 
 Your Company grew along with domestic industry in all segments. In the
 last two months of the year, for the first time in our history, we
 produced more than a million wheels a month, supported by robust demand
 in the domestic industry. The earthmoving and mining equipment market
 that was worst hit by the recession showed an impressive recovery in
 the last year. With the recovery of global markets, your Companys
 exports more than doubled from the last year. In Air Suspension
 business, with the JNNURM bus scheme being discontinued, volumes
 dropped to less than half of last years volumes. In the coming year,
 with introduction of new models, your Company is seeing growth in the
 Air Suspension business. The raw material costs increased significantly
 last year and
 
 are likely to increase in the coming year as well, in line with global
 commodity trends. Last year saw a steep increase in energy costs and
 continues to be an issue in the coming year. The biggest challenge for
 your Company remains cost control in these two areas.
 
 The Pantnagar plant that was started two years ago has reached peak
 production levels servicing the customer base at Uttarakhand. The Deoli
 plant that makes components for the power equipment sector completed
 its first full year of operations and is expected to break even in the
 coming year.
 
 In the coming year, the Indian economy is expected to grow at the same
 level as last year. The automotive and tractor markets are expected to
 grow at 15%.  However, the continuing hikes in interest rates and fuel
 prices are likely to result in a slightly muted growth in the
 commercial vehicle segment. The exports of your Company are expected to
 grow in the coming year, although not at the same levels as last year.
 
 Your Companys main plant at Padi was awarded the TPM Excellence Award
 by the Japanese Institute of Plant Maintenance in the last year. While
 your Company faced high inflation in the year under review with
 material, energy and manpower costs increasing, more efficient
 management of operations by implementing TPM yielded benefits to the
 Company.
 
 Your Company continues to receive awards for performance from its
 customers and has received awards from Caterpillar, Maruti Suzuki and
 Toyota Kirloskar in this respect. Your Company continues to engage,
 educate and motivate its employees through quality circles, self
 directed work teams and suggestions schemes.
 
 Your Company remains committed to ensuring an effective internal
 control system that provides assurance on the effectiveness of
 operations, reliability in financial reporting and security of its
 assets. Towards this, the internal audit department of the Company,
 along with external audit firms frequently review internal control
 procedures and make suggestions for improvement. Their reports are
 placed before the Audit Committee at periodic intervals for review and
 assessment of the status of compliance with operating systems, internal
 policies and regulatory requirements.
 
 Your Company would like to place on record its appreciation for the
 efforts of its employees in controlling the costs of the Company, in
 the current environment.
 
 Directors
 
 Mr. T T Rangaswamy who was appointed as a Director on the Board of the
 Company on 28th June, 1990 resigned from the Board on April 15, 2011.
 Your Directors place on record the significant contribution made by him
 to the deliberations of the Board and various committees of the Board.
 
 At its meeting held on April 15, 2011, the Board appointed Mr. Aroon
 Raman as a Director of your Company under Section 262 of the Companies
 Act, 1956, in the casual vacancy caused by the resignation of Mr. T T
 Rangaswamy.
 
 Consequent to the above changes, your Company reconstituted Audit
 Committee, Share Transfer & Investor Relations Committee and
 Remuneration Committee of the Board.
 
 Under Article 94(3) of the Company, Mr. J M A Akers and Mr. T K
 Seshadri retire from office by rotation, and being eligible, offer
 themselves for re-appointment.
 
 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, 2011 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 Second Annual General Meeting and are
 eligible for re-appointment. The Directors recommend their
 re-appointment.
 
 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 enjoy the full cooperation of all its
 employees. The Directors wish to place on record their appreciation of
 the good work done by them.
 
                                   On behalf of the Board of Directors
 
                                                                 S Ram
                                                              Chairman
 
 Chennai
 30th May, 2011