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Directors Report of Enkei Wheels (India) Ltd.

Mar 31, 2017

To,

The Members,

We are delighted to present the Eighth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2017:

Financial Highlights:

The Company''s financial performance during the year 2016-17, as compared to the previous year 2015-16 is summarized below:

(Rs.In Million)

Particulars

For the Year ended March 31,2017

For the Year ended March 31,2016

Net Sales

4,067.17

3,854.86

Earnings before exceptional items, extraordinary items, interest, tax, depreciation and amortization (EBITDA)

336.82

400.45

Less : Depreciation

217.33

256.47

Less : Financial Expenses

30.48

51.50

Profit / (Loss) before exceptional and extraordinary items and tax

89.01

92.49

Less : Exceptional and Extraordinary items

(121.09)

Profit / (Loss) before Tax

89.01

(28.60)

Less : Provisions for Taxes

46.89

26.11

Profit/(Loss) after Tax

42.12

(54.71)

REVIEW OF OPERATIONS:

In the financial year, 2016-17 your Company has made significant way towards the goal of productivity up. Due to Demonetarization announced by Central government on 8th November, 2016 overall 2 wheeler market slowed down. Therefore Company''s 2 Wheeler wheels orders took hit to some extent in third quarter however those were recovered immediately in the fourth quarter. On the other hand, Company''s orders for 4 Wheeler was blessed with the favorable Indian market situation and thus Company went for maximum orders & production numbers. Overall your Company landed with the sales of total 2.27 million wheels during the year under review. Your Company had posted 6% growth in terms of sales volume as well as sales value in year under review as compared to last year.

TURNOVER

During the year under review, the Company has recorded Gross Sales of ''5216.58million (net Sales of Rs.4067.17) in current financial year as compared to Gross Sales of ''5175.56 million (net sales of ''3854.86 million) last financial year. There was a increase of 6% in sales of the Company as compared to last year. Despite of Demonetarization in third quarter your Company has managed to maintain the growth in year under review mainly due to good orders from 4 wheeler manufactures.

CAPITAL

During the year under review, Company has allotted 743,835 Equity Shares on Preferential basis on 16th January 2017 against share application money of Rs.14,13,28,650 at Rs.190 (including the premium of ''185) each received from its Holding Company i.e. Enkei Corporation, Japan after obtaining requisites approvals from all competent authorities.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

a) Industry Structure and Development:

Production:

The 4 wheeler industry produced a total of 3,719,540 Passenger vehicles including utility vehicles & Vans in Financial Year2016-2017 as against 3,465,045 in Financial Year 2015-2016, registering a growth of 9.42% on year to year basis.

2 wheeler industry produced a total of 19,929,485 including Scooter, Motor cycles & Mopeds in Financial Year 2016-2017as against 18,830,227 in Financial Year 2014-2015, registering strong growth of 5.85% on year to year basis.

Domestic Sales

The sales of Passenger Vehicles grew by 9.23 % in Financial Year 2016- 2017 as compared to last year. Within the Passenger Vehicles, Passenger Cars, Utility Vehicles and Vans grew by 3.85 %, 29.91 % and 2.37 % respectively during Financial Year 2016- 2017.

On other side Two Wheelers sales registered a growth at 6.89 % during Financial Year 2016- 2017 over Financial Year 2015- 2016. Within the Two Wheelers segment, Scooters, Motorcycles and Mopeds grew by 11.39 %, 3.68 % and 23.02 % respectively in same period.

Exports

In financial year 2016-17, passenger cars exports grew by 13.09% on year to year basis. In Passenger Vehicles utility vehicles registered lower growth as compared last year at 29.82%

On other hand 2 wheelers registered negative growth of -5.78% in total exports on year to year basis. In case of 2 wheelers Mopeds has registered highest growth of 36.35%.

b) Opportunities, Threats & Outlook :

Indian Economy is one of the fastest growing in the world. Currently Indian Economy is increasing at the rate of 7.1% which is highest in G20 nations. The Indian automobile industry also one of the fastest growing in the world which contributes close to 7% to the Indian gross domestic product. Indian automotive industry also employs more than 19 million people. According to the experts Indian Auto industry will continue to increase and become third largest car market by year 2020. At the same time Auto component industry will address domestic as well as international threats. On domestic front Auto component Industry will witness the compliance transformation through implementing of GST (Goods & Service Tax) in India and environmental norms are also becoming stringent in India. On the International front Auto component Industry will face the tough competition from Chinese exporters also price of the basic raw material is also on higher side.

In case of domestic market Maruti Suzuki India Limited has increase its market share by 2% while Honda Cars India had lost their share by 1%. On other hand Toyota India has maintained their market share at 5%.

c) Product wise Performance

Your Company has mainly two products i.e. Aluminum alloy wheels for 2 Wheeler & Aluminum alloy wheels for 4 Wheeler. Following is the product wise installed capacity:

For 2 Wheeler : 110,000 pcs/month

For 4 Wheeler : 85,000 pcs/month

d) Risks & Concerns :

The management is accountable for the integration of risk management practice into the day to-day activities. The risk assessment and minimization procedures being followed by the management and steps taken by it to mitigate these risks are periodically placed before the Board and Audit Committee along with findings of the internal auditors. All the assets of the Company are adequately insured.

Your Company evaluates potential risks, and has evolved over the years a comprehensive risk-management strategy. It takes into account changing market trends, competition scenario, emerging customer preferences, potential disruptions in supplies and regulatory changes, among others.

Your Company imports its main raw material i.e. aluminum alloy ingots from Dubai & Qatar for manufacturing aluminum alloy wheels. Your Company has a comprehensive risk assessment framework and well laid out policy to manage the risks arising out of the inherent price volatility & overseas risks associated with aluminum alloy ingots.

e) Internal Control Systems & their adequacy:

Your Company has an adequate system of internal controls commensurate with its size and nature of business to ensure adequate protection of Company''s resources, efficiency of operations, check on cost structure and compliance with the legal obligations and the Company''s policies and procedures.

This ensures high degree of system-based checks and control and continuous monitoring of the effectiveness of the controls. Your Company''s internal audit team performs audits in all its areas.

The audit findings and management''s resolution plans are reported on quarterly basis to the Audit Committee of the Board, headed by a Non-executive Independent Director.

Internal controls have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies.

Asit Mehta & Associates, the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013).

Your Company has also appointed M/s MrugendraMandake& Associates, Chartered Accountant, Pune to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors and the audit committee.

f) Discussion on Financial Performance with respect to operational performance

At operational level your Company is doing well with the help of advance Japanese technology & benchmarking within Enkei Group. Your Company''s value addition has increased as compared with financial year 2015-16& also productivity improved due to improvement in Pass through ratio (PTR) and reduction in rejection ratio. Company has posted positive growth of 6% in sales as well in production numbers. With new MAT line project (Advance Technology) your Company is continued to focus and enhance its technology to meet the expectation of the Customers thus expecting the consistent orders of new models lunching in the future.

g) Human Resources:

The Company is giving utmost importance to human resource development as Company''s performance is highly depending on Human Resource. In this direction, the Company is providing intensive training in India and overseas to employees of all levels for improving competence, production, enhancing safety and social values.

To retain the skill with the company a special drive has been given towards increasing the ratio of company and contractual labors. Achieving the high morale and motivation is the ultimate goal of each training program. The management also launched the "3E" - Enkei Evolving Education system and thereby ensuring a framed training to all employees.

For all the employees of your company has a policy of annual health checkup and also conducts health and fitness education as an on-going process. Your Company follows its group standard''s to up LEVEL & LABLE of its employees. For the year ended as on 31st March 2017 Company''s attrition ratio was 5.22%.

The management expects to continue the customized development program of employees during the current year also. The management of the Company enjoys cordial relations with its employees at all levels. The Board of Directors wishes to place on record its highest appreciation of the contribution being made by all the employees.

The Company''s total employee''s strength as on 31st March, 2017 stands at 436.

Expansion and Capital Expenditure:

In view to meet the customer demand Company has is in the process of converting already converted its MAP- 4 line to MAT Line (Most Advance technology). This will add up around 30% production capacity of the MAP-4 line. The total cost estimation to incurred for this technical expansion is approximately Rs. 80 million The Company is also planning to convert other existing MAP Lines into MAT Line in coming years which will increase the production capacity of the Company to meet the future demand from customer.

Cautionary Statement:

Certain Statements in Management Discussion and Analysis Report describing the Company''s view''s about Industry, objectives, projections, estimates and expectation may be considered as ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied in the statement. The Company''s operations may be affected with supply and demand situation, input prices and their availability, changes in Government regulations, tax laws and other factors such as Industrial relations and economic developments etc.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE :

The Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 provides for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected there with or incidental thereto.

The Company has framed a Policy on Prevention of Sexual Harassment at Workplace as per the provisions of this Act. There were no cases reported during the year under review under the said Policy.

LISTING FEES:

The annual listing fees for the year under review have been paid to BSE Limited where your Company''s shares are listed.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARD''S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT - 9 is annexed herewith as ''Annexure I'' to this Report.

NUMBER OF MEETINGS OF THE BOARD :

During the year under review, Seven Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and as per the SEBI (Listing Obligation & Disclosure) Regulations, 2015.Following are the details of the Board Meeting held during the year:

Name of Director

No. of Board Meetings Attended (Total Meetings held: 7)

Mr. Kazuhiko Shimamura

7 / 7

Mr. Junichi Suzuki

1 / 7

Mr. Shailendrajit Rai

5 / 7

Dr. Haresh Shah

7 / 7

Mr. Satyavara P. Garimella

6 / 7

Ms. Shilpa Dixit

6 / 7

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Pursuant to schedule IV of the Companies Act, 2013, the independent directors of the Company shall hold at least one meeting in a year without attendance of non-independent directors and members of the Management. Accordingly, independent directors of the Company met on 20th March 2017 to consider the following business as required under the Companies Act, 2013:

I. review the performance of non-independent directors and the Board as a whole;

II. review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

III. assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the independent directors were present for the meeting.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013, with respect to Directors'' responsibility Statement, it is hereby confirmed as under:

a. That in the preparation of the annual accounts for year ending on 31st March 2017; the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. That the Directors had selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the Profit of the company for that year.

c. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities.

d. That the Directors had prepared the annual accounts for the year ended on 31st March 2017 on a going concern basis.

e. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DIVIDEND

In the view of accumulated losses of the company & to conserve the resources of the company, your Directors have not recommended any dividend for the current financial year.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Company policy on Directors & KMP remuneration is available on the Company''s website at http://www.enkei.in/ download/others/Nomination_Remuneration_Policy.pdf

AUDITORS :

A. Statutory Auditor

The Members of your Company at fifth Annual General Meeting of your Company held on 25th September 2014 appointed M/s. Asit Mehta & Associates, Chartered Accountants, Mumbai (Firm Registration No. 100733W) as the Statutory Auditors of your Company to hold such office till the conclusion of the Annual General Meeting in the calendar year 2019. The ratification of appointment of Statutory Auditors is subject to the approval of the Members of your Company.

The Company has received requisite certificate pursuant to Section 139 of the Companies Act, 2013. Your Directors propose ratification of appointment of M/s. Asit Mehta & Associates. as the Statutory Auditors of your Company.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Shailesh Indapurkar, Practicing Company Secretary (Membership No. ACS 17306 CP No. 5701), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as ''Annexure II'' to this Report.

EXPLANATION ON COMMENTS ON STATUTORY AUDITORS'' AND SECRETARIAL AUDITORS'' REPORTS:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Asit Mehta & Associates Statutory Auditors, in their Audit Report and by Mr. Shailesh Indapurkar, Practicing Company Secretary, in his Secretarial Audit Report.

RISK MANAGEMENT

The management is accountable for the integration of risk management practice into the day to-day activities. The risk assessment and minimization procedures being followed by the management and steps taken by it to mitigate these risks are periodically placed before the Board and Audit Committee along with findings of the internal auditors. All the assets of the Company are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not advanced any loans, given guarantees and made investments.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

All contract/arrangement/transactions entered by the Company during the Financial Year 2016-17 with the related parties were in the ordinary course of business and on arm''s length basis. Hence, no particulars are being provided in Form AOC-2.

During the year, the Company has not entered into contract/arrangement/transactions with related parties which could be considered material in accordance with the Company''s ''Policy on Related Party Transactions. The said policy is uploaded on the website of the Company.

Further, we draw your attention to Note no 32(o) of the Financial Statements of the Company.

STATE OF COMPANY''S AFFAIRS :

Discussion on state of Company''s affairs has been covered in the Management Discussion and Analysis Report.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

EMPLOYEES'' REMUNERATION :

In terms of the provisions of Section 197(12) of the Companies Act 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.

Details of the Remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-III to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT FOREIGN EXCHANGE EARNINGS AND OUTGO: CONSERVATION OF ENERGY :

Your Company is committed to conservation of Energy which will result in reduction in Energy Cost. Being a Manufacturing Company, We have wide scope to conserve energy at different stages of production.

We are following Group Policy "Save 20 Return 10" towards energy saving. Company''s aim is to reduce Energy Cost by 20%. During the year under review Company has installed solar panels on its Canteen roof. Now all the Canteen Lights are powered by Solar Energy. Company also implements various Kaizan to conserve energy.

RESEARCH AND DEVELOPMENT:

During the year under review your company has started the MAT Project (Most Advance Technology) in MAP -4 plant. This is will enable to up productivity by 10%. This year your Company slogan is "Standardization & Optimization". This means Enkei India will try to match its standard with Enkei Global this year. This is not only in production but also in support section. The company also planning to expand its existing lab to enable wheel tasting of MAT Line.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total foreign exchange earned : Rs.1.56 Million Total foreign exchange used : Rs.1991.11 Million Detailed information on foreign exchange earnings and outgo is also furnished in the notes to accounts.

CORPORATE SOCIAL RESPONSIABLITY (CSR)

For the year under review the provisions of Section 135 of the Companies Act, 2013 are not applicable to the company. Further, the Board of Directors of the Company in their meeting held on 25th October, 2016 has decided to do voluntarily formed the CSR Committee & approve CSR Policy.

The detailed constitution of CSR Committee is provided in Corporate Governance Report & CSR Policy is available on the website of the Company.

The Company has incurred Rs.0.2 Million towards CSR Activities during the year under review. Further the disclosures under section 135 are not applicable to the Company.

BOARD EVALUATION:

Pursuant to provisions of the Companies Act, 2013, Rules there under, the Board has carried out evaluation of its own performance and that of its Committees and individual Directors.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

There is no change in the composition of the Board during the year under review.

DIRECTORS AND KMP''S RESIGNED DURING THE YEAR:

There is no change in the composition of the Board during the year under review.

DIRECTORS PROPOSED TO BE RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING:

Mr. Shailendrajit Rai, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013:

None.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business during the Financial Year under review.

SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year under review, there are no companies which has become/ ceased to become a Subsidiary/ Joint Ventures/ Associate Companies.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has developed a strong two tier internal control framework comprising entity level controls and process level controls. The entity level controls of the Company include elements such as defined code of conduct, whistle blower policy, rigorous management review and MIS and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and balances to ensure adherence to Company policies and procedures, efficiency in operations and also reduce the risk of frauds. Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.

COMPOSITION OF AUDIT COMMITTEE:

The composition of Audit Committee is provided in Corporate Governance Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :

During the year under review, pursuant to the provisions of Section 125 of the Companies Act, 2013, no amount was due to be transferred to the Investor Education and Protection Fund.

VIGIL MECHANISM:

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The aforesaid policy has also been uploaded on the Company''s website.

CASH FLOW:

A Cash Flow Statement for the year ended 31st March 2017 is attached to the Balance Sheet.

CORPORATE GOVERNANCE:

The provisions of Corporate Governance of SEBI (Listing Obligation & Disclosure) Regulations, 2015 become applicable to the Company w.e.f. 1st October, 2016 earlier Company was falling under the criteria of Regulation 15 (2) of SEBI (Listing Obligation & Disclosure) Regulations, 2015 (Company''s paid up Equity Capital is below Rs. 10 Crores and Net worth is below Rs. 25 Crores as per the latest audited Balance Sheet of the Company) As per the Audited Balance Sheet of the Company as on 31st March, 2016 net worth of the Company exceeded Rs. 25 Crores therefore, Corporate Governance provisions become applicable w.e.f. 1st October, 2016.

Therefore, Corporate Governance report for the year under review is annexed herewith.

ACKNOWLEDGEMENT:

Your Directors wish to convey their appreciation to all the employees for their collective contribution to the Company''s performance. Directors also wish to thank Enkei Corporation, our promoters, banks, financial institutions, and customers for their unstinted support and shareholders for their confidence reposed in the management.

For & On Behalf of the Board of Directors

Kazuhiko Shimamura Haresh Shah

Managing Director Director

(DIN: 05129816) (DIN: 00228471)

Place : Pune

Date : 25th May 2017


Mar 31, 2015

The Members,

We are delighted to present to present the Sixth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015:

Financial Highlights:

The Company's financial performance during the year 2014-15, as compared to the previous year 2013-14 is summarized below:

(Rs In Million) Particulars For the Year ended For the Year ended March 31,2015 March 31,2014

Gross Sales 4,315.93 3,597.42

Net Sales 3,839.31 3,200.11

Earnings before exceptional items, extraordinary items, interest, tax,

depreciation and amortisation (EBITDA) 381.27 164.17

Less: Depreciation 281.81 178.46

Less: Interest 81.17 86.41 Profit / (Loss) before exceptional and extraordinary items and tax 18.29 (100.70)

Less: Exceptional and Extraordinary items (0.65) (107.33)

Profit/(Loss) before Tax 18.94 6.63

Less: Provisions for Taxes

a. Current Tax 3.78 1.33

b. Deferred Tax (7.67) -

Profit/(Loss) after Tax 22.83 5.30

(A) REVIEW OF OPERATIONS:

The Company operates into the business segment of manufacturing of aluminum alloy castings wheels mainly used in auto industry. This year was the year of Growth; the Company has achieved the milestone of Gross Turnover of Rs. 4000 Millions.

Turnover

During the year under review, the Company has recorded Gross Sales of Rs. 4,315.93 million (net Sales of Rs. 3,839.31) in current fiscal year as compared to Gross Sales of Rs. 3,597.42 million (net sales of Rs. 3,200.11 million) last fiscal year. The Company has recorded the sales growth of 19.97% as compared to last year.

CAPITAL

During the year under review, Company has allotted 671,000 Equity Shares on Preferential basis on 11th December 2014 against share application money of Rs. 33,550,000 received from its Holding Company i.e. Enkei Corporation, Japan after obtaining requisites approvals from all competent authorities.

EXTERNAL COMMERCIAL BORROWINGS (ECB)

During the year under review, the Company has refinanced all four existing ECB amounting to JPY 1060 Million availed from its Promoter company i.e. Enkei Corporation Japan with Bank of Tokyo Mitsubishi UFJ Ltd, Nagoya Branch, Japan. Low

interest rate & additional moderate period has been granted to Company which will help to reduce interest cost & increase the liquidity.

(B) INDUSTRY STRUCTURE AND DEVELOPMENT:

The Indian economy posted 7.4% growth in the financial year 2014-15 as against 6.9%(New Series) in the financial year 2013-14. After couple of challenging years, the year under review witnessed Overall, improved business sentiment, lower oil prices and policy measures helped the economy to build momentum.

The Indian economy is expected to grow by between 8% to 8.5% in Financial Year 2015-16. Most economists believe that the Indian economy is at an inflexion point and is set for sustained growth in coming years. Lower oil prices, contained inflation, stable financial sector and expected policy actions will support growth this year.

The financial year 2014-15 has witnessed marginal growth for the Indian auto industry. The main factors were economic growth, positive sentiment in the country and new launches by major OEMs in the passenger car segment.

DOMESTIC SALES

Following are the statistics of Domestic sales for last six years.

From above, we can see that, there is marginal increase in the sales in Financial year 2014-15 as compared to Financial Year 2013-14.

EXPORTS

During Financial Year 2014-15 Exports of also registered marginal growth as compared to Financial Year 2013-14.

Following is the trend of Export of last six years.

(C) OPPORTUNITIES/OUTLOOK FOR THE COMPANY:

The domestic passenger vehicle industry grew 3.9% by volume during the year against a drop of 6.1% in 2013-14. In the near future, the auto industry is likely to show positive growth across all segments on the back of healthy economic outlook, investment in roads, infrastructure and new launches by our Customers. The business environment is showing sign of improvement with the hope of revival of Economy. Due to deregulation, it is expected that, fuel prices will remain stable. This will have significant influence on sales of Passengers cars.

(D) THREATS, RISKS AND CONCERN OF THE MANAGEMENT:

Automobile industry is still some distance away from a full recovery. In passenger vehicles, out of eighteen manufacturers, only six posted positive growth. Industry is not expecting major increase in sales in Financial Year 2015-16. The major factors are withdrawal of Excise Duty exemption by Government & actual monsoon as against expectations. The slowdown in demand for two wheelers (especially motorcycles)rural consumption will be continued due to low agriculture income.

The Government stands on new regulations to revamp old legislation & expenditure on public infrastructure will have significant influence on sales of Automobile Industry.

(E) EXPANSION AND CAPITAL EXPENDITURE:

Company is currently focusing on full utilization of its existing capacity. Your Company is considering future expansion in land besides existing plant including new paint shop based on expansion plans of its existing customers.

(F) INTERNAL CONTROL SYSTEM:

The Company has an adequate system of internal controls commensurate with its size and nature of business to ensure adequate protection of Company's resources, efficiency of operations, check on cost structure and compliance with the legal obligations and the Company's policies and procedures.

The Company remains committed to maintaining internal controls designed to safeguard the efficiency of operations and security of our assets. Accounting records are adequate for preparation of financial statements and other financial information. Your Company has implemented ERP system for a better internal control. The adequacy and effectiveness of internal controls across the various functional levels, as well as compliance with laid down systems and policies are monitored both by Company's internal control systems and also by the Company's internal Auditors on a regular basis. The Report of the internal Auditors is placed before the Audit Committee, and its recommendations are implemented to further improve the efficiency. Your Company's Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.

(G) HUMAN RESOURCE DEVELOPMENT:

The Company is giving utmost importance to human resource development. In this direction, the Company is providing intensive training in India and overseas to employees of all levels for improving competence, production, enhancing safety and social values.

To retain the skill with the company a special drive has been given towards increasing the ratio of company and contractual labors. Achieving the high morale and motivation is the ultimate goal of each training program. The management also launched the "3E" - Enkei Evolving Education system and thereby ensuring a framed training to all employees

The management expects to continue the customized development program of employees during the current year also. The management of the Company enjoys cordial relations with its employees at all levels. The Board of Directors wish to place on record its highest appreciation of the contribution being made by all the employees.

(H) CAUTIONARY STATEMENT:

Statements in Management Discussion and Analysis Report describing the Company's objectives, projections, estimates and expectation may be "forward looking" within the meaning of applicable laws and regulations. Actual results might differ materially from those expressed or implied.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

During the year under review, Government of India has introduced the new legislation "Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013". The Act provides for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto.

The Company has framed a Policy on Prevention of Sexual Harassment at Workplace as per the provisions of this Act. There were no cases reported during the year under review under the said Policy.

LISTING FEES:

The annual listing fees for the year under review have been paid to BSE Limited where your Company's shares are listed.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT - 9 is annexed herewith as 'Annexure I' to this Report. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Seven Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Pursuant to schedule IV of the Companies Act, 2013, the independent directors of the Company shall hold at least one meeting in a year without attendance of non-independent directors and members of the Management. Accordingly,independent directors of the Company met on 24th March 2015 to consider the following business as required under the Companies Act, 2013:

i) review the performance of non-independent directors and the Board as a whole;

ii) review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the independent directors were present for the meeting.

Pursuant to the requirement under Section 134(5) of the Companies Act 2013, with respect to Directors' responsibility Statement, it is hereby confirmed as under:

a. That in the preparation of the annual accounts for year ending on 31st March 2015; the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. That the Directors had selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the Profit of the company for that year.

c. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities.

d. That the Directors had prepared the annual accounts for the year ended on 31st March 2015 on a going concern basis.

e. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively .

DIVIDEND

In the view of accumulated losses of the company & to conserve the resources of the company, your Directors have not recommended any dividend for the current financial year.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as 'Annexure II' to this Report.

AUDITORS:

A. Statutory Auditor

The Board of Directors of the Company has recommended the re-appointment of M/s. Asit Mehta & Associates, Chartered Accountants, Mumbai (Firm Registration Number 100733W). The Company has received requisite certificate pursuant to Section 141 of the Companies Act, 2013.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Shailesh Indapurkar, Practicing Company Secretary (Membership No. ACS 17306 CP No. 5701), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as 'Annexure III' to this Report.

C. Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 the products manufactured by the company were not covered for mantenance of cost records, however company has Volunteraly appointed F.X.Nelson & Leo Associates, Pune as a cost auditor. They have conducted the cost audit for the year 2014-15.

EXPLANATION ON COMMENTS ON STATUTORY AUDITORS' AND SECRETARIAL AUDITORS' REPORTS:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Asit Mehta & Associates Statutory Auditors, in their Audit Report and by Mr. Shailesh Indapurkar, Practicing Company Secretary, in his Secretarial Audit Report.

RISK MANAGEMENT

The management is accountable for the integration of risk management practice into the day to-day activities. The risk assessment and minimization procedures being followed by the management and steps taken by it to mitigate these risks are periodically placed before the Board and Audit Committee along with findings of the internal auditors. All the assets of the Company are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not advanced any loans, given guarantees and made investments.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2pursuant to Section 134 (3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as Annexure-IV to this Report.

STATE OF COMPANY'S AFFAIRS:

Discussion on state of Company's affairs has been covered in the Management Discussion and Analysis.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

In view of accumulated losses of the Company no amount is proposed to carried forward to Reserves.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

The Company has received letter from Rajashtan State Industries Development and Investment Comporation (RIICO) regarding making an investment in its land situated at Pathredi Industial Area. This land was transferred to Company through scheme of arrangement between company and Alicon Castalloy Limited (Formerly known as Enkei Castalloy Limited). The Board of Directors of the Company is considering various options in this regard. The final decision will be informed to shareholder's accordingly.

EMPLOYEES' REMUNERATION:

In terms of the provisions of Section 197(12) of the Act, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.

Details of the Remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-V to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT FOREIGN EXCHANGE EARNINGS AND OUTGO:

CONSERVATION OF ENERGY:

Your Company is committed to conservation of Energy which will result in reduction in Energy Cost. Being a Manufacturing Company, We have wide scope to conserve energy at different stages of production.

We are following Group Policy "Save 20 Return 10" towards energy saving. Company's aim is to reduce Energy Cost by 20%. During the year under review Company has undertake & Completed many projects like Company has installed LED Lights in common area i.e in Canteen, Main Office area etc. Company has also installed Solar Lights in its Garden area. Your Company has also installed Recaputer to reduce consumption of Furnace Oil /CBFS and replaced high capacity/voltage motor with lower one with advance technology. Company also implements various Kaizan to conserve energy.

RESEARCH AND DEVELOPMENT:

During the year under review your company has started its own Laboratory equipped with latest technology for further development in its Products and Company has incurred Rs. 13.29 Million towards installing its new laboratory.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total foreign exchange earned : Rs. 0.59 Million Total foreign exchange used : Rs. 2157.74 Million

Detailed information on foreign exchange earnings and outgo is also furnished in the notes to accounts.

CORPORATE SOCIAL RESPONSIABLITY ( CSR)

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the company. Therefore Company has not constitueted the CSR committee.

BOARD EVALUATION:

Pursuant to provisions of the Companies Act, 2013, Rules thereunder, the Board has carried out evaluation of its own performance and that of its Committees and individual Directors.

OTHER MATTERS AS PER RULE 8 OF COMPANIES (ACCOUNTS) RULES 2014 :

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

DIRECTORS APPOINTED DURING THE YEAR

Name of Director Designation Term of appointment

Dr. Haresh Shah Independent Director 5 Years

Mr. Satyavara P. Garimella Independent Director 5 Years

Ms. Shilpa Dixit Woman & Independent Director 2 Years

EMPLOYEES DESIGNATED AS KEY MANAGERIAL PERSONNEL (KMP) DURING THE YEAR

Name of the KMP Designation

Mr. Masakatsu Uchiyama Managing Directors

Mr. Jitendra Parmar Chief Financial Officer

Mr. Omkar Kaulgud Company Secreatry

DIRECTORS AND KMP'S RESIGNED DURING THE YEAR:

Mr. Kazuhiko Shimamura, Alternate Director to Mr. Junichi Suzuki had resigned with effect from 14th August 2014. The Board places on record its sincere appreciation for the valuable services rendered by him as an Alternate Director.

DIRECTORS PROPOSED TO BE RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING:

Mr. Shailendrajit Rai, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013:

None.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business during the Financial Year under review.

SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year under review, there are no companies which has become/ ceased to become a Subsidiary/ Joint Ventures/ Associate Companies.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has developed a strong two tier internal control framework comprising entity level controls and process level controls. The entity level controls of the Company include elements such as defined code of conduct, whistle blower policy, rigorous management review and MIS and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and balances to ensure adherence to Company policies and procedures, efficiency in operations and also reduce the risk of frauds. Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.

COMPOSITION OF AUDIT COMMITTEE:

The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this Report.

VIGIL MECHANISM:

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The aforesaid policy has also been uploaded on the Company's website.

CASH FLOW:

A Cash Flow Statement for the year ended 31st March 2015 is attached to the Balance Sheet.

CORPORATE GOVERNANCE:

Your Company is falling within the criteria of 1.a. of the SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 (Company's paid up Equity Capital was below Rs. 10 Crores and Net worth was below Rs. 25 Crores as per the latest audited Balance Sheet of the Company). Therefore revised Claused 49 ofthe Listing Agreement is not applicable to your Company w.e.f. 1st October, 2014.

The Company has complied with the corporate governance requirements, till 30th September, 2014 and the stipulated certificate of compliance is contained in this annual report.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all the employees for their collective contribution to the Company's performance. Directors also wish to thank Enkei Corporation, our promoters, banks, financial institutions, and customers for their unstinted support and shareholders for their confidence reposed in the management.

For & On Behalf of the Board of Directors Masakatsu Uchiyama Satyavara P. Garimella Managing Director Director (DIN:05239285) (DIN :05344245)

Place : Pune Date : July 28, 2015


Mar 31, 2014

Dear members,

We are delighted to present the Fifth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014:

Financial Highlights:

The Company''s financial performance during the year 2013-14, is summarized below:

(Rs. In Million) Particulars For the Year ended For the Year ended March 31,2014 March 31,2013

Gross Sales 3,597.42 3,215.09

Net Sales 3,200.11 2,869.57 Earnings before exceptional items, extraordinary items,

interest, tax, depreciation and amortisation (EBITDA) 212.12 215.42

Less:Depreciation 235.52 191.90

Less: Financial Expenses 86.40 63.57

Add: Other Income 9.12 6.31

Profit / (Loss) before exceptional and extraordinary items and tax (100.68) (33.74)

Less: Exceptional and Extraordinary items (107.33) (90.76)

Profit/(Loss) before Tax 6.64 57.01

Provisions for Taxes 1.34 13.51

Profit/(Loss) after Tax 5.30 43.50

MAMAGEMENT DISSCUSSTION AND ANALYSIS REPORT:

(A) REVIEW OF OPERATIONS:

The Company operates into the business segment of manufacturing of aluminum alloy castings wheels mainly used in auto industry. This year was the year of stability.

Turnover

During the year under review, the Company has recorded Gross Sales of Rs. 3,597 millions (net Sales of Rs. 3,200 million) in current fiscal year as compared to Gross Sales of Rs. 3,215 millions (net sales of Rs. 2,869 million)last fiscal year.The Company has recorded the sales growth around 12% as compared to last year.

DIVIDEND

In the view of accumulated losses of the company & to conserve the resources of the company,your Directors does not recommend dividend for the current fiscal year.

CAPITAL

During the year under review, Company has received the share application money of Rs. 33,550,000 from its Holding Company i.e. Enkei Corporation, Japan towards the issue of 6,71,000 Equity Shares. The Company has already obtained the

shareholders approval for this issue in the Extra-Ordinary General Meeting held on 13th December 2013. The said shares will be issued with the approval of competent authority.

(B) INDUSTRY STRUCTURE AND DEVELOPMENT:

Financial Year 2013-14 was undoubtedly one of the most challenging ones for the automobile industry. The Indian economy grew at 4.7% in Financial Year 2013-14, it was the second successive year of below 5% growth. However long- term prospects for the Indian economy, continue to remain bright, due to political stability and positive approach towards liberalization.

DOMESTIC SALES

Domestic unit sales of the automobile industry fell 6%, which was highest ever year-on-year decline in a decade. The share of diesel vehicles in total industry sales came down from 58% in 2012-13 to 53% during the year. Sales of petrol vehicles, after declining for two years, turned positive and grew by 4% in 2013-14. The Two Wheeler segment posted growth of 7% as compared to last year however, it missed the forecast.

Following are some reasons for the negative growth of domestic Automobile Industry.

EXPORTS

Overall Exports of Automobile Industry grew by 16.7% to Rs. 61,487 crores from Rs. 52,690 crores in 2012-13. Europe is the leading marketplace with 38% contribution, while the US topped the list of top export destinations. However, negative growth & political instability affected overall export sales.

(C) OPPORTUNITIES/OUTLOOK FOR THE COMPANY:

Indian automobile market is one of the most competitive market in the world. At present, due to positive government policies, optimal business environment, and accessibility of inexpensive proficient workforce have transformed India into a global automobile hub. Our major customers are acquiring more market share in the domestic as well as international markets.

India has new political administration system in 2014-15, and the sale of many new models of cars has been started by our customers. Even for Indian automobile Industry, the environment has started building on the momentum which was absent earlier. Even we will ride on this favorable wind, and along with accepting orders and production activities, we have strong intention to put our best efforts towards making more profit than the previous financial year.

(D) THREATS, RISKS AND CONCERN OF THE MANAGEMENT:

Though industry experts are positive on the economic growth of India, it may be affect by Inflation & volatility of Indian rupee. Interest rates & fuel process will be the key factors for the automobile industry.

The management is hopeful to overcome from the above uncertainty by improving productivity and product specialization.

(E) EXPANSION AND CAPITAL EXPENDITURE:

In view of slowdown in Automobile Industry Company is currently focusing on full utilization of existing capacity. The Company has also started the initial steps for new Paint shop facility to come on newly acquired land nearby of existing plant.

(F) INTERNAL CONTROL SYSTEM:

The Company has an adequate system of internal controls commensurate with its size and nature of business to ensure adequate protection of Company''s resources, efficiency of operations, check on cost structure and compliance with the legal obligations and the Company''s policies and procedures.

The Company remains committed to maintaining internal controls designed to safeguard the efficiency of operations and security of our assets. Accounting records are adequate for preparation of financial statements and other financial information. Your Company has implemented ERP system for a better internal control. The adequacy and effectiveness of internal controls across the various functional levels, as well as compliance with laid down systems and policies are monitored both by Company''s internal control systems and also by the Company''s internal Auditors on a regular basis. The Report of the internal Auditors is placed before the Audit Committee, and its recommendations are implemented to further improve the efficiency. Your Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.

(G) HUMAN RESOURCE DEVELOPMENT:

The Company is giving utmost importance to human resource development. In this direction, the Company is providing intensive training in India and overseas to employees of all levels for improving competence, production, enhancing safety and social values.

To retain the skill with the company a special drive has been given towards increasing the ratio of company and contractual labour''s. Achieving the high morale and motivation is the ultimate goal of each training programme. The management also launched the "3E" - Enkei Evolving Education system and thereby ensuring a framed training to all employees The management expects to continue the customized development program of employees during the current year also. The management of the Company enjoys cordial relations with its employees at all levels. The Board of Directors wish to place on record its highest appreciation of the contribution being made by all the employees.

(H) CAUTIONARY STATEMENT:

Statements in Management Discussion and Analysis Report describing the Company''s objectives, projections, estimates and expectation may be "forward looking" within the meaning of applicable laws and regulations. Actual results might differ materially from those expressed or implied.

RISK MANAGEMENT

The management is accountable for the integration of risk management practice into the day to-day activities. The risk assessment and minimization procedures being followed by the management and steps taken by it to mitigate these risks are periodically placed before the Board and Audit Committee along with findings of the internal auditors. All the assets of the Company are adequately insured.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

During the year under review, Government of India has introduced the new legislation"Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013" with effect from 9th December 2013. The Act provides for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected there with or incidental thereto.

The Company has framed a Policy on Prevention of Sexual Harassment at Workplace as per the provisions of this Act. There were no cases reported during the year under review under the said Policy.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956, with respect to Directors'' responsibility Statement, it is hereby confirmed as under:

1) That in the preparation of the annual accounts for year ending on 31st March 2014; the applicable accounting standards had been followed along with proper explanation relating to material departures.

2) That the Directors had selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the Profit of the company for that year.

3) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding assets of the company and for preventing and detecting fraud and other irregularities.

4) That the Directors had prepared the annual accounts for the year ended on 31st March 2014 on a going concern basis.

DIRECTORS

Mr. Kazuhiko Shimamura has resigned from the Board of the Company with effect from 14th August 2014. Your Directors placed on record appreciation of services rendered by him during their tenure as an Alternate Director of the Company.

As per provisions of Section 149 and other applicable provisions of Companies Act, 2013, and rules thereof,your Directors are seeking appointment of Dr. Haresh Shah and Mr. GSV Prasad as an Independent Directors in the ensuing Annual General Meeting. The Company has received requisite notice(s) in writing from member proposing them as candidature for office of Director.

Pursuant to Section 161 of the Companies Act, 2013, read with Articles of Association of the Company, Ms. Shilpa Dixit was appointed as an Additional Director with effect from 14th August 2014 and she shall hold office of Director up to date of ensuing the Annual General Meeting of the Company. As per provision of Section 149 and other applicable provision of the Companies Act 2013, and rule thereof, your Directors are seeking appointment of Ms. Shilpa Dixit as an Independent Director in the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing her as candidature for office of Director.

Mr. Junichi Suzuki who retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment.

CORPORATE GOVERNANCE:

The Company has complied with the corporate governance requirements, as stipulated under clause 49 of the listing agreement and the stipulated certificate of compliance is contained in this annual report.

Further, SEBI vide its Circular No.CIR/CFD/POLICY CELL/2/2014dated 17th April 2014 has notified the revised Clause 49 of the Listing Agreement to be applicable with effect from 1stOctober 2014. This Report therefore stands complied against the previous Clause 49 of the Listing Agreement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

Information pertaining to conservation of energy, technology absorption and foreign exchange earning and outgo pursuant to section 217(1)(e) of the Companies Act, 1956 is set out in the Annexure forming part of this report.

EMPLOYEES:

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given, as there is no employee covered by the said provision.

AUDITORS:

The Statutory Auditors M/s. Asit Mehta & Associates, Chartered Accountants, Mumbai (Firm Registration Number100733W) hold office till the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them as Statutory Auditors of the Company for a term of five years subject to ratification by the members at every Annual General Meeting. The Company has received requisite certificate pursuant to Section 139 of the Companies Act, 2013.

ACKNOWLEDGEMENT:

Your Directors wish to convey their appreciation to all the employees for their collective contribution to the Company''s performance. Directors also wish to thank Enkei Corporation, our promoters, banks, financial institutions, and customers for their unstinted support and shareholders for their confidence reposed in the management.

For & On Behalf of the Board of Directors

Masakatsu Uchiyama Haresh Shah Managing Director Director (DIN:05239285) (DIN:00228471)

Place : Pune Date : 14th August 2014


Mar 31, 2013

To, The Members,

The are delighted to present the report on our business and operations for the year ended 31st March, 2013:

Financial Highlights:

The Company''s financial performance during the year 2012-13, as compared to the previous year 2011-12 is summarized below:

(Rs.ln Million)

Particulars For the Year ended For the Year ended March 31,2013 March 31,2012

Gross Sales 3,215.09 3,060.66

Net Sales 2,869.57 2,792.11

Earnings before exceptional items, extraordinary items, interest, tax, depreciation and amortisation (EBITDA) 183.74 140.54

Less:Depreciation 159.61 146.51

Less: Financial Expenses 63.57 50.06

Add: Other Income 5.71 3.67

Profit / (Loss) before exceptional and extraordinary items and tax (33.75) (52.37)

Exceptional and Extraordinary items 90.76 -

Profit/(Loss) before Tax 57.01 (52.37)

Provisions for Taxes 13.51 (5.33)

Profit/(Loss) after Tax 43.50 (53.30)

RISK MANAGEMENT

The management is accountable for the integration of risk management practice into the day to-day activities. The risk assessment and minimization procedures being followed by the management and steps taken by it to mitigate these risks are periodically placed before the Board and Audit Committee along with findings of the internal auditors. All the assets of the Company are adequately insured.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956, with respect to Directors'' responsibility Statement, it is hereby confirmed as under:

1) That in the preparation of the annual accounts for year ending on 31st March 2013; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2) That 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 true and fair view of the state of affairs of the company at the end of the financial year and of the Profit of the company for that year.

3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding assets of the company and for preventing and detecting fraud and other irregularities.

4) That the Directors have prepared the annual accounts for the year ended on 31st March 2013 on a going concern basis.

DIRECTORS

To comply with the requirement of the Companies Act, 1956 Dr. Haresh Shah and Mr. Shailendrajit Rai Directors shall retire by rotation and, being eligible, seek reappointment.

During the year Mr. Junji Ohtaka, Mr. Tetsuro Masui, Mr. Sandeep Shah and Mr. Dhananjay Jhaveri resigned from the post of Director of the Company with effect from 24th July 2012, 30th October 2012, 5th November 2012 and 6th November 2012 respectively. Board expresses its sincere appreciation for their services rendered during their tenure.

Details of Directors seeking appointment/re-appointment are included in the Corporate Governance Report.

CORPORATE GOVERNANCE:

The Company has complied with the corporate governance requirements, as stipulated under clause 49 of the listing agreement and the stipulated certificate of compliance is contained in this annual report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

Information pertaining to conservation of energy, technology absorption and foreign exchange earning and outgo pursuant to section 217(l)(e) of the Companies Act, 1956 is set out in the Annexure forming part of this report.

EMPLOYEES:

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given, as there is no employee covered by the provision.

AUDITORS:

M/s Asit Mehta & Associates, statutory auditors of the Company shall retire at the forthcoming annual general meeting. The Company has received a letter from Asit Mehta & Associates, Chartered Accountants, confirming that their appointment as statutory auditors if made shall be within the provisions of section 224 of the Companies Act 1956.

ACKNOWLEDGEMENT:

Your Directors wish to convey their appreciation to all the employees for their collective contribution to the Company''s performance. Directors also wish to thank our promoters Enkei Corporation, banks, financial institutions, and customers for their unstinted support and shareholders for their confidence reposed in the management.



For & On Behalf of the Board of Directors



Masakatsu Uchiyama Haresh Shah

Managing Director Director

Place : Pune

Date : 29th July 2013


Mar 31, 2012

The Directors are pleased to present their Third Annual Report together with the audited statements of accounts for the year ended 31st March, 2012.

Financial Highlights

The Company's financial performance during the year 2011-12, as compared to the previous year 2010-11 is summarized below:

(Rs in Million)

Particulars For the Year ended For the Year ended 31 March 2012 31 March 2011

Gross Sales 3,060.66 2,627.22

Net Sales 2,792.11 2,389.28

Earnings before exceptional items,extraordinary items, interest, tax, depreciation and amortization (EBITDA) 140.54 191.97 Less: Depreciation 146.51 137.25

Less: Financial Expenses 50.06 76.32

Add: Other Income 3.67 8.94 Profit / (Loss) before exceptional and extraordinary items and tax (52.37) (12.65)

Less: Extraordinary items - 15.36

Profit/(Loss) before Tax (52.37) 2.71

Provisions for Taxes (5.33) (2.40)

Profit/(Loss) after Tax (53.30) 2.70

Risk Management

The management is accountable for the integration of risk management practice into the day to-day activities. The risk assessment and minimization procedures being followed by the management and steps taken by it to mitigate these risks are periodically placed before the Board and Audit Committee along with findings of the internal auditors. All the assets of the Company are adequately insured.

Director's Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956, with respect to Directors' responsibility Statement, it is hereby confirmed as under:

1) That in the preparation of the annual accounts for year ending on 31st March 2012; the applicable accounting standards had been followed along with proper explanation relating to material departures.

2) That the Directors had selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that year.

3) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities.

4) That the Directors had prepared the annual accounts for the year ended on 31st March 2012 on a going concern basis.

Directors

To comply with the requirement of the Companies Act, 1956 Mr. Tetsuro Masui, Mr. Dhananjay Jhaveri and Mr. Sandeep Shah Directors shall retire by rotation and, being eligible, seek reappointment.

During the year the Board of Directors of the Company had appointed Mr. Kazuhiko Shimamura as the Director alternate to Mr. Junichi Suzuki and Mr.Junji Othaka as the Director alternate to Mr. Tetsuro Masui pursuant to Article No. 150 of the Articles of Association of the Company and Section 313 of the Companies Act, 1956 in its meeting held on 13th February 2012.

During the year Mr. Kazunodu Kuroda and Mr. Seiji Toda resigned from the post of Alternate Director of the Company with effect from 2nd August 2011,15th February 2012 respectively. Also Mr. Vinay Punjabi resigned from the post of Director with effect from 24th July 2012. Board expresses its sincere appreciation for services rendered during their tenure.

Mr. Osamu Ohashi, Managing Director of the Company had resigned from the post of Managing Director of the Company w.e.f. 10th April 2012, Board expresses its sincere appreciation for the services rendered by Mr. Osamu Ohashi during his tenure.

The Board of Directors in its meeting held on 10th April, 2012 had appointed Mr. Masakastu Uchiyama as an additional director and designated him as a Managing Director of the Company w.e.f. 10th April, 2012 for a period of five years.

Requisite approval for their appointment is being sought at the ensuing Annual General Meeting. Details of Directors seeking appointment/re-appointment are included in the Corporate Governance Report.

The Board of Directors in its meeting held on 24th July, 2012 had appointed Mr. Garimella Satya Vara Prasad as an additional director of the Company.

Corporate Governance

The Company has complied with the corporate governance requirements, as stipulated under clause 49 of the listing agreement and the stipulated certificate of compliance is contained in this annual report.

Conservation of energy, technology absorption and foreign exchange earnings/outgo

Information pertaining to conservation of energy, technology absorption and foreign exchange earning and outgo pursuant to section 217(l)(e) of the Companies Act, 1956 is set out in the Annexure forming part of this report.

Employees

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given, as there is no employee covered by the provision.

Auditors

M/s Asit Mehta & Associates, statutory auditors of the Company shall retire at the forthcoming annual general meeting. The Company has received a letter from Asit Mehta & Associates, Chartered Accountants, confirming that their appointment as statutory auditors if made shall be within the provisions of section 224 of the Companies Act 1956.

Comments of the directors on the qualifications in the auditors report: Qualification in para 4(d) of the auditor's report

Foreign currency monetary liabilities including loans, payable to group companies have not been restated by the Company at the year-end closing rate. The accounting treatment is not in compliance of the provisions of the Accounting Standard (AS-11) -'The Effects of changes in Foreign Exchange Rates'. The effect of non-compliance of the provisions on the profit and loss account of the year has not been quantified by the Company as explained in noteno.2 .9 of the accounts.

Management Comments

The management of the Company has given its comment on Auditors Qualification in note no.2.9 of the accounts which is self explanatory.

Acknowledgement

Your Directors wish to convey their appreciation to all the employees for their collective contribution to the Company's performance. Directors also wish to thank Enkei Corporation, our promoters, banks, financial institutions, and customers for their unstinted support and shareholders for their confidence reposed in the management.

For & On Behalf of the Board of Directors

MASAKATSU UCHIYAMA HARESHSHAH

(Managing Director) (Director)

Place: Pune

Date :24th July 2012


Mar 31, 2010

The Directors are pleased to present their First Annual Report together with the audited statements of accounts for the period ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

(Rs. in Million) Particulars For the Year ended March 31, 2010

Gross Sales 1,806.06

Net Sales 1,666.99

Profit / (Loss) before Depreciation, Interest & Tax 127.91

Less: Depreciation 148.01

Less: Financial Expenses 72.01

Profit/(Loss) before Tax (92.11)

Provisions for Tax 1.88

Profit/(Loss) after Tax (93.99)

DIVIDEND

Due to loss for the period, your directors do not recommend dividend.

SHARE CAPITAL

11,000,000 equity shares were allotted to the shareholders of Enkei Castalloy Limited pursuant to Scheme of Arrangement between Enkei Castalloy Limited and the Company. The Company is taking steps to get its equity shares listed with Bombay Stock Exchange.

RISK MANAGEMENT:

The management is accountable for the integration of risk management practice into the day to-day activities. The risk assessment and minimization procedures being followed by the management and steps taken by it to mitigate these risks are periodically placed before the Board and Audit Committee along with findings of the internal auditors. All the assets of the Company are adequately insured.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956, with respect to Directors' responsibility Statement, it is hereby confirmed as under:

1) That in the preparation of the annual accounts for period ending on 31st March 2010; the applicable accounting standards had been followed along with proper explanation relating to material departures.

2) That the Directors had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period.

3) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding assets of the company and for preventing and detecting fraud and other irregularities.

4) That the Directors had prepared the annual accounts for the period ended on 31st March 2010 on a going concern basis.

DIRECTORS

To comply with the requirement of the Companies Act, 1956 Mr. Shailendrajit Rai, Director shall retire by rotation and being eligible, offer himself for reappointment.

The Board of Directors had appointed Mr. Vinay H. Panjabi and Mr. Haresh Shah in its Meeting held on 15th July, 2009 as Additional Directors on the Board of the Company, pursuant to Article 152 of the Articles of Association of the Company and Section 260 of the Companies Act, 1956. Mr. Nitin Gutka and Mr. Niraj Shah resigned from the post of Director of the Company on 22nd July 2009. Board expresses its sincere appreciation for the services rendered by Mr. Nitin Gutka and Mr. Niraj Shah during their tenure as Director of the Company. Also, Mr. Junichi Suzuki and Mr. Tetsuro Masui were appointed as the Additional Directors of the Company by the Board of Directors in its meeting held on 24th March, 2010. Further Mr. Dhananjay Jhaveri and Mr. Sandeep Shah were appointed as the Additional Directors of the Company by the Board of Directors in its meeting held on 24th April 2010.

The Board of Directors in its meeting held on 11th May, 2010 had appointed Mr. Osamu Ohashi as an additional director and designated him as Managing Director of the Company w.e.f. 11th May, 2010 for a period of five years.

Requisite approval for their appointment/reappointment is being sought at the ensuing Annual General Meeting. Details of Directors seeking appointment/re-appointment are included in the Corporate Governance Report.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance is set out in the Annexure forming part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

Information pertaining to conservation of energy, technology absorption and foreign exchange earning and outgo pursuant to section 217(1)(e) of the Companies Act, 1956 is set out in the Annexure forming part of this report.

EMPLOYEES

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not given, as there is no employee covered by the provision.

AUDITORS REPORT

Notes to the account give full explanation to the remarks made by auditors in their report.

AUDITORS

M/s Asit Mehta & Associates, statutory auditors of the Company shall retire at the forthcoming annual general meeting. The Company has received a letter from Asit Mehta & Associates, Chartered Accountants, confirming that their appointment as statutory auditors if made shall be within the provisions of section 224 of the Companies Act 1956.

Members are requested to appoint Auditors for the current financial year and fix their remuneration.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all the employees for their collective contribution to the Company's performance. Directors also wish to thank Enkei Corporation, our promoters, banks, financial institutions, and customers for their unstinted support and shareholders for their confidence reposed in the management.

For & On Behalf of the Board of Directors

S.Rai Osamu Ohashi

Director Managing Director

Place: Pune

Date:4th August'2010

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