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Directors Report of Igarashi Motors India Ltd.

Mar 31, 2016

The Directors have pleasure in presenting their Twenty Fourth Annual Report of your Company, together with the Audited Accounts for the year ended 31st March 2016.

FINANCIAL RESULTS

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Rs.in Lakhs)

Particulars 2015-16 2014-15

Manufacturing Sales 44,498.37 38,507.83

Add : Other Income 1,430.30 1,714.37

Total Income 45,928.67 40,222.20

Materials & Manufacturing Expenses 28,205.54 25,940.35

(ii) Value Addition Cost 6,091.00 5,237.25

Profit before Depreciation, Amortization 11,632.13 9,044.60

Depreciation & Amortization Expenses 1,896.28 1,879.82

Profit Before Tax 9,735.85 7,164.77

OPERATIONS

Your Company achieved a Revenue of Rs. 45,928.67 Lakhs an increase of about 14% over the previous year, Operating Profit Before Depreciation & Amortization amounted to Rs. 1,1632.13 Lakhs. Profit Before Tax amounted to Rs. 9,735.85 Lakhs an increase of about 36% over the previous year.

DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs.1.50/- per Equity Share on Face value of Rs. 10/- each for the year ended March 31, 2016. This is in addition to the interim dividend of Rs. 4/- per equity share paid on March 28, 2016. The total dividend for the year under review aggregates to Rs.5.50 /- per equity share.

The Board has not recommended any transfer to general reserve from the profits of the year under review.

RESERVES

The Reserves at the end of the year 31st March, 2016 is at Rs. 26,380.58 Lakhs as against the Total Reserves of Rs. 22,034.41 Lakhs as at 31st March 2015.

PROMOTERS & OPEN OFFER

On July 30,2015, Igarashi Electric Works Limited, Japan (''ÍEWL'') acquired majority stake in Agile Electric Sub Assembly Private Limited [AESPL] (Holding Company). Consequently, IEWL and Mape Securities Private Limited became New Promoters of the Company from July 30,2015 and also AESPL and Igarashi Electric Works (H.K) Limited, Hong Kong (''Wholly owned subsidiary of IEWL'') became part of Promoter Group.

On December 16, 2015, IEWL along with Persons Acting in Concert viz., AESPL and investors issued Open Offer for acquiring 7,960,538 equity shares (26.01%) at a price of Rs. 324.60/- per share. AESPL acquired 600 equity shares tendered in open offer for a consideration of Rs. 194,760/-.

Mr. P Mukund considered as continuing Promoter of the Company pursuant to SEBI observation letter on draft Letter of Offer issued on December 12,2015.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Your Company is holding 10.82% stake in Joint Venture Company viz., Bosch Electrical Drives India Private Limited as on March 31,2016. Disclosure in Form AOC - 1 annexed to this report.

Your Company has no subsidiary Companies as on March 31,2016.

DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public under Section 76 of the Companies Act, 2013 and Rules made there under.

EMPLOYEE STOCK OPTION SCHEME

Presently, the Company does not have a scheme for grant of stock options to its employees.

SHARE CAPITAL

Your Company''s Paid-Up equity share capital is Rs. 3,060.84 Lakhs as on March 31, 2016. There is no change in Share Capital during the year under review.

DIRECTORS

During the year, Mr. Amit Dixit resigned from Directorship from July 30, 2015. During his tenure, your Board has from time to time benefited from the experience of Mr. Amit Dixit. Your Directors wish to place on record their sincere appreciation of the valuable contribution of Mr. Amit Dixit.

Based on Nomination & Remuneration Committee recommendation, the Board approved, at its meeting held on July 22,2015, Mr. K K Nohria appointment as Additional Director w.e.f. July 23, 2015. The shareholders approved, by way of Postal Ballot on March 26,2016, appointment of Mr. K K Nohria as Independent Director for 3 years period from July 23,2015 and also re-appointment of Mr. P Mukund as Managing Director for 3 years effective from April 01,2016.

Mr. Keiichi Igarashi, Director retires by rotation at forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume and other details as required under the Listing Regulations are provided in the Notice of the 24th Annual General Meeting of the Company.

On January 28, 2016, your Board approved appointment of Mr. Akhil Awasthi and Mrs. Eva Maria Rosa Schork as Additional Directors to and hold office only upto the date of ensuing Annual General Meeting. The Notices under Section 160 of the Companies Act, 2013 has been received from a member signifying the intention to propose Mr. Akhil Awasthi and Mrs. Eva Maria Rosa Schork as candidates for the office of Director and accordingly two resolutions are proposed at the ensuing Annual General Meeting.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'').

The details of familiarization programmes to Independent Directors is put up on the website of the Company at the link : http://www.igarashimotors.com/investor-list.php?invescatid=23.

Your Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. Pursuant to the provisions of Companies Act,2013 and Regulation 25 of the Listing Regulations, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Committee.

NUMBER OF MEETINGS OF THE BOARD

During the year, seven Board Meetings were held on April 02, 2015, May 25, 2015, July 22, 2015 (Two Meetings), November 05, 2015, January 28, 2016 and March 14, 2016. The Company''s last Annual General Meeting was held on July 22,2015. The particulars of Directors, their attendance during the financial year 2015-2016 has been disclosed in the Corporate Governance Report forming part of this Annual Report.

For details of the Committees of the Board, please refer to the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 134 (5) of the Companies Act, 2013 your directors, on the basis of information made available to them, confirm the following:

a) In the preparation of the annual accounts for the financial year ended March 31,2016, the applicable Accounting Standards have been followed with explanation relating to material departures, if any;

b) They 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 as at March 31, 2016 and of the profit of the Company for that period;

c) Proper care has been taken for maintenance of adequate accounting for safe guarding the assets of the Company and detecting fraud and other irregularities;

d) They have laid down Internal Financial Controls to be followed by the Company and the Audit Committee of the Board of Directors shall ensure that the internal control is adequate and robust;

e) The annual accounts are prepared on a going concern basis;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEMATERIALISATION OF SHARES

99.20 % of the Company''s paid up Equity Share Capital is in dematerialized form as on March 31, 2016 and balance 0.80% is in physical form. The Company''s Registrars are Cameo Corporate Services Limited, No.1, Subramaniam Building, Club House Road, Chennai 600 002.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information required to be furnished pursuant to Section 134(3) (m) of the Companies Act, 2013, is appended hereto and forms part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of expenditure and earnings in foreign currency are given as an annexure to this Report.

PARTICULARS OF LOANS & INVESTMENTS BY COMPANY

Details of loans and investments by the Company, to other body corporate or persons are given in notes to the financial statements.

RELATED PARTY TRANSACTIONS

All the related party transactions entered during the year were in ordinary course of business and on arm''s length basis. Your Company obtained shareholders'' approval for material related party transactions though such transactions being entered during ordinary course of business and on arm''s length basis as required under Listing Regulations. Your Company presents a statement of all related party transactions before the Audit Committee. Details of such transactions are given in the accompanying financial statements. Disclosure of Related Party transaction is annexed with the report as per the format prescribed.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment and Non- discrimination at Work Place in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

An Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment and discrimination at work place.

During the year ended March 31,2016, the ICC has received no complaints pertaining to sexual harassment / discrimination at work place.

AUDITORS

M/s. Sharp & Tannan, Chartered Accountants, Chennai, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment for financial year 2016-17 (until March 31, 2017). Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Sharp & Tannan, Chartered Accountants, Chennai as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the next AGM.

As required under the provisions of Section 141 of the Companies Act, 2013, the Company has obtained a written Certificate from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made, is in accordance with the conditions specified in the said Section.

AUDITOR''S REPORT

No Qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the financial statements for the financial year 2015-16.

MANDATORY AUDITOR ROTATION

The Statutory Auditors of the company since inception M/s. Sharp & Tannan, (Firm Registration Number 003792S) have already completed more than ten years as Statutory Auditors of the Company.

In accordance with provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, they can continue as Auditors for a further period of one year i.e up to March 31, 2017. From April 01, 2017, your Company being a Listed Company have to appoint new Auditor for the purpose complying with Mandatory Rotation of Auditor.

In view of the Mandatory Rotation of Auditor requirement and to ensure smooth transition, and also to comply with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [''Listing Regulations''], it is proposed to appoint M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Regn. No. 101248W/W-100022) as Statutory Auditors for a period of 5 continuous years, from April 01, 2017 to March 31, 2022. The tenure of their office will commence from the conclusion of the 25th Annual General Meeting till the conclusion of the 30th Annual General Meeting of the Company subject to, however, their appointment in 25th Annual General Meeting as per the process laid down under the Companies Act, 2013 and rules made thereunder and subsequent ratification at every Annual General Meeting.

If appointed in 25th Annual General Meeting, B S R & Co. LLP, Chartered Accountants shall be responsible for Audit during the five financial years 2017-18, 2018-19, 2019-20, 2020-21 and 2021-22 as Statutory Auditors of the Company.

As per Regulation 33 of Listing Regulations, Limited Review Report has to be issued by Statutory Auditors and hence Statutory Auditors to be appointed in 25th Annual General Meeting for the financial year 2017-2018 is authorised to do the Limited Review for the quarterly or half yearly or such period as may be prescribed from time to time.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

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. S Bhaskar, Partner, BP & Associates, Company Secretaries (CP No.:8315, ACS: 10798) to undertake the secretarial audit of the Company. The Secretarial Audit Report is given in Annexure to this Report.

The Secretarial Audit report contains Qualification regarding non-compliance of the requirement of maintaining minimum public shareholding of 25% under Securities Contract (Regulation) Act, 1956 and the rules made thereunder.

The public shareholding has fallen below 25% due to continuance of Mr. P Mukund as Promoter along with new Promoter & Promoter group IEWL post SEBI observation letter on draft Letter of Offer dated December 12,2015.

Your Company''s Promoters would be increasing public shareholding to 25% in the Company by selling such number of shares held by Promoter & Promoter Group as permitted under SEBI Regulations before December 11, 2016.

COST AUDITOR

As your Company has been operating from MEPZ-Special Economic Zone, appointment of Cost Auditor is exempted under Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audits) Rules, 2014.

EXTRACT OF THE ANNUAL RETURN

Relevant extract of annual return to be filed with the Registrar of Companies for financial year 2015 –16 is given in Annexure to this Report.

INTERNAL CONTROL SYSTEMS

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations. Your Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. CSR Committee of the Board has developed a CSR Policy which is given in Annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report of the Company for year under review as required under Regulation 17 of Listing Regulations is given as a separate Statement in the Annual Report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Your Company has adopted a Risk Management Policy and constituted a Risk Management Committee for monitoring the same. The Company has been addressing various risks impacting the Company which is provided elsewhere in this Annual Report in Management Discussion and Analysis Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is given as a separate Statement in the Annual Report.

The remuneration paid to all Key Management Personnel was in accordance with remuneration policy adopted by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations.

ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION

On March 26,2016, your Company''s Shareholders approved by way of Postal Ballot, adoption of new set of Articles of Association in the place of existing Articles of Association in line with the provisions of the Companies Act, 2013.

HUMAN RESOURCES

Your Company has 600 number of permanent employees on the rolls of the Company as on March 31, 2016. The Board of Directors wishes to place on record their sincere appreciation to all the employees of the Company for their dedication, commitment and loyalty to the Company.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirements of Corporate Governance pursuant to Listing Regulations is annexed hereto.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a vigil mechanism established Whistle Blower Policy, as per the requirement of the Companies Act, 2013 and the Listing Regulations, to enable all employees and the directors to report in good faith any violation of the Policy. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. Your Company has disclosed the details of Whistle Blower policy on its website : www.igarashimotors.com .

LISTING

The shares of your Company continued to be listed at National Stock Exchange Limited and Bombay Stock Exchange Limited. Listing fee has already been paid for the financial year 2016-17.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation for the continued support from the relevant Government Authorities, Promoters, Shareholders, Suppliers, Customers, and other business associates, for their strong support.

For and on behalf of the Board of Directors

Place : Chennai K K Nohria

Date : May 19, 2016 Chairman


Mar 31, 2015

The Shareholders,

The Directors have pleasure in presenting their Twenty Third Annual Report of your Company, together with the Audited Accounts for the year ended 31st March 2015.

FINANCIAL RESULTS

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Rs in Lakhs)

Particulars 2014-15 2013-14

Manufacturing Sales 38,507.83 36,122.78

Add : Other Income 1,714.37 967.56

Total Income 40,222.20 37,090.35

Less :

(i) Materials & Manufacturing Expenses 25,940.35 24,643.87

(ii) Value Addition Cost 5,237.25 5870.98

Profit before Depreciation, Amortization 9,044.60 6575.50

Less :

(i) Depreciation & Amortization Expenses 1,879.82 1561.36

Add : Exceptional Income - 824.96

Profit Before Tax 7,164.77 5,839.11

OPERATIONS

Your Company achieved a Revenue of Rs. 40,222.20 Lakhs, Operating profit before depreciation & amortization amounted to Rs. 9,044.60 Lakhs. Profit before Tax amounted to Rs. 7,164.77 Lakhs.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 4.44/- per Equity Share on Face value of Rs. 10/- each for the year ended March 31,2015.

RESERVES

The Reserves at the end of the year 31st March, 2015 is at Rs. 22,034.41 Lakhs as against the Total Reserves of Rs. 18,882.00 Lakhs as at March 31,2014.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Agile Electric Sub Assembly Private Limited is holding 41.92% i.e (12,830,059 shares) in your Company as on March 31,2015.

Your Company is holding 10.82% stake in Joint Venture Company viz., Bosch Electrical Drives India Pvt Ltd as on March 31,2015.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 a statement containing salient features of the financial statements of the Joint Venture Company in Form AOC-1 is given in Annexure to this report.

DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public under Section 76 of the Companies Act, 2013 and Rules made there under.

ESOP-2006

Your Company had introduced the Employees Stock Option Plan -2006 in accordance with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999. During the year 1,63,000 employee stock options were converted into equivalent number of equity shares. As required under SEBI (Share Based Employee Benefits) Regulations, 2014 a disclosure is annexed herewith.

SHARE CAPITAL

Consequent to conversion of stock options into equity shares, your Company''s Paid-Up equity share capital has gone upto Rs. 3,060.84 Lakhs from Rs. 3,044.54 Lakhs as on March 31,2015.

DIRECTORS

During the year, Mr. Srinivasan Ravindran and Mr. K K Nohria resigned from Directorship. Mr. K Igarashi has been ceased to be Director from April 01,2015 since he did not attend any meeting of the Board of Directors during April 01,2014 and March 31,2015 as provided under Section 167(1)(b) of the Companies Act, 2013.

Your Directors wish to place on record their appreciation of the contribution of these Directors.

Mr. Keiichi Igarashi, Director retires by rotation at forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The brief resume/details relating to Director being re-appointed as stipulated under Clause 49 of the Listing Agreement is furnished in the Report on Corporate Governance.

At the 22ndAnnual General Meeting of the company held on July 30, 2014 the Company had appointed Mr. Hemant M Nerurkar (DIN 00265887) and Mr. S. Radhakrishnan ( DIN 01246033) as independent directors under the Companies Act, 2013 for 3 consecutive years for a term upto July 29,2017.

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.

Your Company has been taking steps to identify and appoint a woman director at the earliest.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration various aspects of Board''s functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of Independent Directors was completed. The Performance evaluation of the Non- Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the year, five Board Meetings were held on May 26, 2014, June 23, 2014, July 30, 2014, October 31,2014, and January 20, 2015. The Company''s last Annual General Meeting was held on July 30, 2014. The particulars of Directors, their attendance during the financial year 2014-2015 has been disclosed in the Corporate Governance Report forming part of this Annual Report.

BOARD COMMITTEE

The Company has the following committees of the Board:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) CSR Committee

iv) Risk Management Committee

The Composition of each of the above Committees, their respective role and responsibility is as detailed in the report of Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 134 (5) of the Companies Act, 2013 your directors, on the basis of information made available to them, confirm the following:

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed with explanation relating to material departures, if any;

b) They 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 as at March 31,2015 and of the profit of the company for that period;

c) Proper care has been taken for maintenance of adequate accounting for safeguarding the assets of the Company and detecting fraud and other irregularities;

d) They have laid down Internal Financial Controls to be followed by the Company and the Audit Committee of the Board of Directors shall ensure that the internal control is adequate and robust;

d) The annual accounts are prepared on a going concern basis;

e) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEMATERIALISATION OF SHARES

99.15 % of the Company''s paid up Equity Share Capital is in dematerialized form as on March 31,2015 and balance 0.85% is in physical form. The Company''s Registrars are Cameo Corporate Services Limited, No.1, Subramaniam Building, Club House Road, Chennai 600 002.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information required to be furnished pursuant to Section 134(3) (m) of the Companies Act, 2013, is appended hereto and forms part of this Report

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of expenditure and earnings in foreign currency are given as an annexure to this Report.

PARTICULARS OF LOANS & INVESTMENTS BY COMPANY

Details of loans and investments by the Company, to other body corporate or persons are given in notes to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions, that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. The Company presents a statement of all related party transactions before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature. As required under Clause 49 of the Listing Agreement, Shareholders omnibus approval is being obtained for related party transaction though they are on arm''s length basis and are in the ordinary course of business. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial

Personnel or designated persons which may have a potential conflict with the interest of the Company at a large.

Details of such transactions are given in the accompanying financial statements. Disclosure of Related Party transaction in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 is annexed with the report as per the format prescribed.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment and Non- discrimination at Work Place in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

An Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment and discrimination at work place.

During the year ended March 31, 2015, the ICC has received no complaints pertaining to sexual harassment / discrimination at work place.

AUDITORS

M/s. Sharp & Tannan, Chartered Accountants, Chennai, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Sharp & Tannan, Chartered Accountants, Chennai as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the next AGM.

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained a written Certificate from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made, is in accordance with the conditions specified in the said section.

AUDITORS'' REPORT

No Qualification, adverse Remarks or disclaimer made by the statutory auditors with regard to the financial statements for the financial year 2014-15.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

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. S Bhaskar, Practising Company Secretary (CP No.:8315, ACS: 10798) to undertake the secretarial audit of the Company. The Secretarial Audit Report is given in Annexure to this Report.

EXTRACT OF THE ANNUAL RETURN

Relevant extract of annual return to be filed with the Registrar of Companies for financial year 2014-15 is given in Annexure to this Report.

INTERNAL CONTROL SYSTEMS

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. CSR Committee of the Board has developed a CSR Policy which is given in Annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report of the Company for year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate Statement in the Annual Report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

Your Company has adopted a Risk Management Policy and constituted a Risk Management Committee for monitoring the same. The Company has been addressing various risks impacting the Company which is provided elsewhere in this Annual Report in Management Discussion and Analysis Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is given as a separate Statement in the Annual Report.

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the Company.

HUMAN RESOURCES

Your Company has 383 number of permanent employees on the rolls of the Company as on March 31,2015. The Board of Directors wishes to place on record their sincere appreciation to all the employees of the Company for their dedication, commitment and loyalty to the Company.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirements of corporate governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto.

LISTING

The shares of your Company continued to be listed at National Stock Exchange Limited and Bombay Stock Exchange Limited. Listing fee has already been paid for the financial year 2015-16. During the year, Madras Stock Exchange has given de-listing approval w.e.f. August 25, 2014 vide their letter dt. August 25,2014. Further, Annual Custody Fee has also been paid to NSDL and CDSL.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation for the continued support from the relevant Government Authorities, Promoters, Shareholders, Suppliers, Customers and other business associates, for their strong support.

For and on behalf of the Board of Directors Place : Chennai Hemant M Nerurkar Date : May 25, 2015 Chairman


Mar 31, 2013

To The Shareholders,

The Directors present their Twenty First Annual Report of your Company, together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

Your Company''s performance during the year as compared with that during the previous year is summarized below: (Rs. in Lakhs) Particulars 2012-13 2011-12 Manufacturing Sales 28,850.74 25,986.24

Trading Sales 227.23 866.67

Total Sales 29,077.97 26,852.91

Add : Other Income 239.25 103.79

Total Income 29,317.22 26,956.70

Less :

(i) Materials & Manufacturing Expenses 19,230.98 18,682.31

(ii) Value Addition Cost 5,813.87 5,378.38

Profit before Depreciation, Amortization 4,272.37 2,896.01

Less :

Depreciation & Amortization Expenses 1,336.57 1,119.39

Profi t Before Tax 2,935.80 1,776.62

OPERATIONS

Your Company achieved topline growth during the year under review with total income at Rs.29,317.22 Lakhs. The Operating profi t before depreciation and amortization amounted to Rs. 4,272.37 Lakhs. Profi t before Tax amounts to Rs. 2,935.80 Lakhs. Your Company managed the Operations to post a Sales growth of 8.3% and an EBIDTA Growth of 25.9%.

The Management Discussion Analysis reports the detail steps taken in this area.

DIVIDEND

Your Directors recommended no payment of dividend to their shareholders for the year under review.

RESERVES

The Reserves at the end of the year 31st March, 2013 is at Rs.10,231.83 Lakhs as against the Total Reserves of Rs. 8,082.18 Lakhs as at 31st March, 2012.

ISSUE OF OPTIONALLY CONVERTIBLE DEBENTURES

The Board of Directors took note of your Company''s promoter, Agile Electric Sub Assembly Private Limited ("AESPL") and certain shareholders of AESPL have simultaneously entered the following agreements with Blackstone Capital Partners (Singapore) VI FDI Three Pte. Limited ("Blackstone") and BFIP (Cayman) VI-ESC FDI Three Limited (together, the "Investors"):

(a) a share subscription and purchase agreement dated 17 July 2013; and

(b) two share purchase agreements dated 17 July 2013 (together, the "SSPA"),

Pursuant to which 4,57,96,048 (Four Crore Fifty Seven Lakh Ninety Six Thousand and Forty Eight) equity shares of AESPL in aggregate will be purchased by the Investors from certain shareholders of AESPL, including HBL Power Systems Limited and Mr. Padmanaban Mukund ("PM"), and 61,76,806 (Sixty One Lakh Seventy Six Thousand Eight Hundred and Six) equity shares of AESPL shall be subscribed by the Investors, on the terms and subject to the satisfaction of certain conditions set out therein, including without limitation approval from the German Competition Authority. Pursuant to these transactions and upon completion occurring under the SSPA, the Investors shall be the legal and benefi cial owners of 97.90% (Ninety Seven Point Nine Zero Per cent) of the share capital of AESPL.

In addition, PM, an Indian resident individual and the Managing Director of the Company, will be subscribing to an aggregate of 92,32,362 optionally convertible debentures ("OCDs") of the Company with a 9% p.a. coupon payable at six-monthly rests, as a ''person acting in concert'' [as the term is defi ned in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations")] with the Investors, at a price which shall be the higher of: (a) Rs. 65 (sixty fi ve rupees) per OCD; and (b) such price determined in accordance with Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("ICDR Regulations").

Your Board has accordingly approved and entered into an OCD Subscription Agreement dated 17 July 2013 between Company, AESPL and PM.

The preferential issue to PM is subject to approval of the members of the Company by way of Postal Ballot notice issued on July 17, 2013 and will be in accordance with the terms and conditions of OCD Subscription Agreement, and is subject to obtaining all requisite approvals including the shareholders'' approval through postal ballot.

OPEN OFFER UNDER THE TAKEOVER REGULATIONS

In view of the above, the Investors will indirectly acquire control over your Company through its control of AESPL, upon completion under the SSPA, which shall occur upon the satisfaction of certain conditions, including, without limitation, approval from the German Competition Authority. Hence, AESPL, together with the Investors and PM, will have to make a public announcement of an open offer under the applicable provisions of the Takeover Regulations at an offer price determined in accordance with the applicable provisions of the Takeover Regulations.

DIRECTORS

During the year, Mr. T Igarashi, Mr. C P Dusad, Dr. A J Prasad and Ms. Kavita Prasad resigned as Directors. Your Directors wish to place on record their appreciation of the contribution of these Directors. Mr. Jacob Mathew resigned from Directorship effective from June 26, 2013. Your Directors wish to place on record their appreciation of the contribution of these Directors.

Mr. K Igarashi and Mr. Keiichi Igarashi Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

On July 17, 2013, your Board approved Mr. Srinivasan Ravindran as Additional Director to act as Independent Director. The Notice under Section 257 of the Companies Act, 1956 has been received from a member signifying the intention to propose Mr. Srinivasan Ravindran as a candidate for the offi ce of Director and accordingly a resolution is being placed before the members at the forthcoming Annual General Meeting.

The brief resume/details relating to Directors being appointed / re-appointed as stipulated under Clause 49(VI)(A) of the Listing Agreement executed with the Stock Exchanges are furnished in the Report on Corporate Governance.

AUDITORS

M/s. Sharp & Tannan, Auditors of the Company retire at the ensuing Annual General meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint auditors for the current year and authorize the Board to fi x their remuneration.

As required under the provisions of Section 224 of the Companies Act, 1956, the Company has obtained a written Certifi cate from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be inconformity with the limits specifi ed in the said section.

ESOP-2006

Your Company had introduced the Employees Stock Option Plan -2006 in accordance with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999. The Scheme was approved by the Shareholders at the Annual General Meeting of the Company in the year 2007.

As required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 a disclosure is annexed herewith.

HUMAN RESOURCES

The Board of Directors wishes to place on record their sincere appreciation to all the employees of the Company for their dedication, commitment and loyalty to the Company.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employee who had drawn remuneration of Rs.5,00,000/- per month or more or Rs.60,00,000/- per annum during period under consideration is out in the Annexure to this report.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certifi cate from the Auditors of the Company regarding compliance of the requirements of corporate governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report of the Company for year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate Statement in the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended hereto and forms part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of expenditure and earnings in foreign currency are given in the prescribed format as an annexure to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Act, your directors, on the basis of information made available to them, confi rm the following:

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed with explanation relating to material departures, if any;

b) they 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 as at 31st March 2013 and of the profi t of the Company for the year ended on that date;

c) Proper care has been taken for maintenance of adequate accounting records for safeguarding the assets of the Company and detecting fraud and other irregularities;

d) The accounts are prepared on a going concern basis.

DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public under Section 58A of the Companies Act, 1956 and Rules made there under.

QUALITY AND ENVIRONMENT

Your Directors are pleased to inform you that during the year your Company continued to work on live APQP (Advanced Product Quality Planning) processes for different Programs in the automotive industry. This ensures an effective advance failure mode analysis to ensure that Quality gets built into the Design as well as Process.

EXPORTER AWARD

Your Directors are happy to inform that your Company had been awarded for achieving highest export turnover (FY2011-12) in Manufacturing Sector in MEPZ-SEZ by MEPZ-SEZ Authorities at a function held on March 22, 2013.

LISTING

The shares of your Company continued to be listed at National Stock Exchange Limited, Bombay Stock Exchange Limited and Madras Stock Exchange Limited. Listing fee has already been paid for the fi nancial year 2012-13. Further, Annual Custody Fee has also been paid to NSDL and CDSL.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation for the continued support from the relevant Government Authorities, Promoter Companies, Shareholders, Suppliers, Customers, Employees and other business associates, for their strong support.

For and on behalf of the Board of Directors

Place: Chennai K.K Nohria

Date : August 13, 2013 Chairman


Mar 31, 2012

The Directors present their Twentieth Annual Report of your Company, together with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

Your Company's performance during the year as compared with that during the previous year is summarized below:

(Rs. in Lakhs)

Particulars 2011-12 2010-11

Manufacturing Sales 25,986.24 18,566.26

Trading Sales 866.67 1,110.01

Total Sales 26,852.91 19,676.27

Add : Other income 103.79 40.84

Total Income 26,956.71 19,717.11

Less :

(i) Materials & Manufacturing Expenses 18,173.65 13,852.29

(ii) Value Addition Cost 5,887.04 4,104.89 Profit before Depreciation, Amortization & Obsolescence 2,896.01 1,759.93 Less :

(i) Depreciation, Amortization & Obsolescence Expenses 1,119.39 1,053.26

Profit Before Tax 1,776.62 706.67

OPERATIONS

Your Company achieved impressive top line growth during the year under review with total income at Rs. 26,956.71 Lakhs. The Operating profit before depreciation, amortization and obsolescence amounted to Rs. 2,896.01 Lakhs. Profit before Tax amounts to Rs. 1,776.62 Lakhs. Your Company managed the Operations to post a Sales growth of 36% and an EBIDTA Growth of 50 %.

The Management Discussion report details steps taken in this area .

DIVIDEND

Your Directors recommend no payment of Dividend to their shareholders for the year under review .

RESERVES

The Reserves at the end of the year 31st March, 2012 is at Rs. 8,082.18 Lakhs as against the Total Reserves of Rs. 6,300.47 Lakhs as at 31st March, 2011.

DIRECTORS

Mr. K.K. Nohria and Mr. Jacob Mathew, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

The brief resume/details relating to Directors being re-appointed as stipulated under Clause 49(Vi)(A) of the Listing Agreement executed with the Stock Exchanges are furnished in the Report on Corporate Governance.

On April 24th 2012, Mr. T. igarashi and Mr. C. P. Dusad resigned as Directors. Your Directors wish to place on record their appreciation of the contribution of these Directors.

AUDITORS

M/s. Sharp & Tannan, Auditors of the Company retire at the ensuing Annual General meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint Auditors for the current year and authorize the Board to fix their remuneration.

As required under the provisions of Section 224 of the Companies Act, 1956, the Company has obtained a written Certificate from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be inconformity with the limits specified in the said section.

ESOP-2006

Your Company had introduced the Employees Stock Option Plan -2006 in accordance with the SEBi (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999. The Scheme was approved by the Shareholders at the Annual General Meeting of the Company in the year 2007.

During the year, the company allotted 10,000 Equity shares each to Mr. G.N. Mani and Mr. C.P. Dusad pursuant to exercise of options under the ESOP Scheme 2006.

Besides this, your Company granted 2,35,700 Stock Options during the current year. Of these, 2,10,700 options granted to Mr. P. Mukund, Managing Director and 25,000 options granted to Mr. K.K. Nohria under ESOP Scheme 2006.

As required under SEBi (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 a disclosure is annexed herewith.

HUMAN RESOURCES

The Board of Directors wishes to place on record their sincere appreciation to all the employees of the Company for their dedication, commitment and loyalty to the Company.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employee who had drawn remuneration of Rs.5,00,000/- per month or more or Rs.60,00,000/- per annum during period under consideration is out in the Annexure to this report.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirements of corporate governance pursuant to clause 49 of the Listing Agreement with the Stock Exchanges are annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report of the Company for year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate Statement in the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended hereto and forms part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of expenditure and earnings in foreign currency are given in the prescribed format as an annexure to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

in compliance of Section 217(2AA) of the Act, your directors, on the basis of information made available to them, confirm the following:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed with explanation relating to material departures, if any;

b) they 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 as at 31st March 2012 and of the profit of the Company for the year ended on that date;

c) Proper care has been taken for maintenance of adequate accounting records for safeguarding the assets of the Company and detecting fraud and other irregularities;

d) The accounts are prepared on a going concern basis.

DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public under Section 58A of the Companies Act, 1956 and Rules made there under.

QUALITY AND ENVIRONMENT

Your Directors are pleased to inform you that during the year your Company continued to work on live APQP (Advanced Product Quality Planning) processes for different Programs in the automotive industry. This ensures an effective advance failure mode analysis to ensure that Quality gets built into the Design as well as Process.

LISTING

The shares of your Company continued to be listed at National Stock Exchange Limited, Bombay Stock Exchange Limited and Madras Stock Exchange Limited. Listing fee has already been paid for the financial year 2011-12. Further, Annual Custody Fee has also been paid to NSDL and CDSL.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation for the continued support from the relevant Government Authorities, Promoter Companies, Shareholders, Suppliers, Customers, Employees and other business Associates, for their strong support.

For and on behalf of the Board of Directors

Place : Chennai K.K. Nohria

Date : July 26, 2012 Chairman


Mar 31, 2011

To

The Shareholders,

The Directors present their Nineteenth Annual Report of your Company, together with the Audited Accounts for the year ended 31 st March 2011.

Financial Results:

Your Company's performance during the year as compared with that during the previous year is summarized below:

(Rs. in lakhs)

Particulars 2010-11 2009-10

Manufacturing Sales 18,611.23 14,383.63

Trading Sales 1,110.01 1,486.92

Total Sales 19,721.24 15,870.55

Add: Other Income 40.84 54.23

Total Income 19,762.08 15,924.78

Less :

(i) Materials & Manufacturing Expenses 15,340.40 12,619.49

(ii) Value Addition Cost 2,661.75 2,280.99

Profit before Depreciation, Amortization & Obsolescence 1,759.93 1,024.30

Less :

(i) Depreciation, Amortization & Obsolescence 1,053.26 648.05

Profit Before Tax 706.67 376.25

OPERATIONS:

During the year, your Company managed the Operations to post a Sales growth of 29% and an EBIDTA Growth of 47 %.

The Company expanded its Capital by Rs 4959.50 lakhs and this helped significantly in the Strengthening of the Balance sheet and get back to credibility of Financial Strength with all Customers and Suppliers.

The Management Discussion report details steps taken in this area .

DIVIDEND

In view of inadequacy of profits to wipe out the losses of last year, Directors recommend no payment of Dividend to their shareholders for the year under review.

RESERVES

The Reserves at the end of the year 31st March, 2011 is at Rs. 6218.58 lakhs as against the Total Reserves of Rs. 1,150.72 lakhs as at 31st March, 2010.

CHANGE IN CAPITAL STRUCTURE

During the year under review, your Company's paid up Equity Share Capital has been increased from Rs. 138,743,820 to Rs. 203,743,820/- by way of Preferential Allotment of 65,00,000 Equity Shares @ Rs.10/- each at a premium of Rs.66.30 per share to Agile Electric Drives Technologies and Holdings Private Limited with an object to augment the Net Worth of the Company.

OTHER MATTERS

Your Company invested an additional amount of Rs.1428.65 lakhs by increasing its stake upto 26% in the Joint Venture with Bosch Electrical Drives India Private Limited.

DIRECTORS

Mr. K. lgarashi and Mr. Keiichi Igarashi, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

Dr. A.J.Prasad appointed as an Additional Director with effect from 28th July, 2011 and whose term of office expires at this Annual General Meeting and being eligible, offer himself for re-appointment to the Board.

Mrs. Kavita Prasad appointed as an Additional Director with effect from 28th July, 2011 and whose term of office expires at this Annual General Meeting and being eligible, offer herself for re-appointment to the Board.

Mr. M.S.S. Srinath appointed as an Additional Director with effect from 28th July, 2011 and whose term of office expires at this Annual General Meeting and being eligible, offer himself for re-appointment to the Board.

Mr. Jacob Mathew appointed as an Additional Director with effect from 28th July, 2011 and whose term of office expires at this Annual General Meeting and being eligible, offer himself for re-appointment to the Board.

The brief resume/details relating to Directors being re-appointed as stipulated under Clause 49(VI)(A) of the Listing Agreement executed with the Stock Exchanges are furnished in the Report on Corporate Governance.

AUDITORS

M/s. Sharp & Tannan, Auditors of the Company retire at the ensuing Annual General meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint auditors for the current year and authorize the Board to fix their remuneration.

As required under the provisions of Section 224 of the Companies Act,1956, the Company has obtained a written Certificate from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be inconformity with the limits specified in the said section.

With reference to the Auditors Report, your Directors wish to clarify that the Company along with its Associate Company have initiated action for compounding the inadvertent offences under Sections 295 and 297 of the Companies Act,1956.

ESOP-2006

Your Company had introduced the Employees Stock Option Plan -2006 in accordance with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999. The Scheme

was approved by the Shareholders at the Annual General Meeting of the Company in the year 2007. Your Company granted 7,50,000 Stock Options during the current year out of total 12,50,000 Options. As required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 a disclosure is annexed herewith.

HUMAN RESOURCES

The Board of Directors wishes to place on record their sincere appreciation to all the employees of the Company for their dedication, commitment and loyalty to the Company, during the period of crisis which lasted till 2009-10 and exercised patience until the turnaround of the Company.

As per the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, Mr. P. Mukund, Managing Director of the Company received an amount of Rs.7,104,585/- as remuneration during the year 2010-11.

As required under the Provisions of the Companies Act, 1956, the Company has obtained Central Government Approval for payment of increased remuneration to Mr.P. Mukund, Managing Director of the Company for a period of one year from 01.04.2010 to 31.03.2011 vide Letter No.B05040407/5/2011 -CL-VII dated 18.04.2011.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirements of corporate governance pursuant to clause 49 of the Listing Agreement with the Stock Exchanges are annexed hereto.

During the year, the company has granted 4,83,000 Options under the ESOP Scheme to the Managing Director which shall be vested within a period of one year from the date of the Grant of option.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report of the Company for year under review as required under clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate Statement in the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended hereto and forms part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of expenditure and earnings in foreign currency are given in the prescribed format as an annexure to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Act, your directors, on the basis of information made available to them, confirm the following:

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed with explanation relating to material departures, if any;

b) they 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 as at 31st March 2011 and of the profit of the company for the year ended on that date;

c) Proper care has been taken for maintenance of adequate accounting records for safeguarding the assets of the Company and detecting fraud and other irregularities;

d) The accounts are prepared on a going concern basis.

DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public under Section 58A of the Companies Act, 1956 and Rules made there under.

QUALITY AND ENVIRONMENT:

Your Directors are pleased to inform you that during the year your Company continued to work on live APQP (Advanced Product Quality Planning) processes for different Programs in the automotive industry. This ensures an effective advance failure mode analysis to ensure that Quality gets built into the Design as well as Process.

LISTING

The shares of your Company continued to be listed at National Stock Exchange, Bombay Stock Exchange and Madras Stock Exchanges. Listing fee has already been paid for the financial year 2010-11. Further, Annual Custody Fee has also been paid to NSDL and CDSL.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation for the continued support from the relevant Government Authorities, Promoter Companies, Shareholders, suppliers, customers, employees and other business associates, for their strong support.

For and on behalf of the Board of Directors

K. K Nohria Chairman

Place : Chennai Date : July 28, 2011


Mar 31, 2010

The Directors present their Eighteenth Annual Report of your Company, together with the Audited Accounts for the year ended 31st March 2010.

Financial Results:

Your Companys performance during the year as compared with that during the previous year is summarized below:

(Rs.in lakhs)

Particulars 2009-10 2008-09

Manufacturing Sales 14,383.63 14,448.92

Trading Sales 1,486.92 11,332.40

Total Sales 15,870.55 25,781.32

Add: Other Income 54.23 1,592.58

Total Income 15,924.78 27,373.51

Less :

(i) Materials & Manufacturing Expenses 12,378.82 24,442.69

(ii) Value Addition Cost 2,521.66 7,964.10

Profit before Depreciation, Amortization 1,024.30 (5,032.89)

Less :

Depreciation & Amortization Expenses 648.05 834.84

Profit Before Tax 376.25 (5,867.73)

OPERATIONS:

During the year the operations of your Company was managed very tightly to recover from the losses that occured in the previous year

The first half of the year was very difficult and your Management team executed drastic measures to reduce the costs of materials and value addition and return to profitability.

In the Second half, business increased and customers came back with larger orders and the impact of the turnaround measures were clearly visible. The Management Discussion and analysis report details steps taken for turnaround.

DIVIDEND

In view of inadequacy of profits and the losses of last year, Directors recommend no payment of Dividend to their shareholders for the year under review.

RESERVES

The Reserves at the end of the year 31st March, 2010 is at Rs. 1150.72 Lakhs as against the Total Reserves of Rs. 877.97 Lakhs as at 31st March, 2009.

OTHER MATTERS

During the year, your Company invested an additional amount of Rs.1.90crores in the Joint Venture with Bosch Electrical Drives India Private Limited.

DIRECTORS

Mr.K.K.Nohria and Mr.C.P Dusad Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The brief resume/details relating to Directors who are to be re-appointed as stipulated under Clause 49(VI)(A) of the Listing Agreement executed with the Stock Exchanges are furnished in the Report on Corporate Governance.

AUDITORS

M/s. Sharp &Tannan, Auditors of the Company retire at the ensuing Annual General meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint auditors for the current year and authorize the Board to fix their remuneration.

As required under the provisions of Section 224 of the Companies Act,1956, the Company has obtained a written Certificate from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be inconformity with the limits specified in the said section.

ESOP-2006

Although, your Company had introduced Stock Option Plan -2006 for employees, there have not been any grant of Stock Options during 2009-10 and thus, weighted Average fair values of grant during the year under review is Nil. As required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 a disclosure is annexed herewith.

HUMAN RESOURCES

The Board of Directors wish to place on record their sincere appreciation to all the employees of the Company for their dedication, commitment and loyalty to the Company, especially during the time of crisis and intense restructuring . But for the team supported by the whole Igarashi Group associates all over the world, it would have been very difficult to pull through the crisis.

None of the employees received remuneration during the year in excess of limits set out under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirements of corporate governance pursuant to clause 49 of the Listing Agreement with the Stock Exchanges are annexed hereto.



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report of the Company for year under review as required under clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate Statement in the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended hereto and forms part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of expenditure and earnings in foreign currency are given in the prescribed format as an annexure to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 217(2AA) of the Act, your directors, on the basis of information made available to them, confirm the following:

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed with explanation relating to material departures, if any;

b) they 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 as at 31st March 2010 and of the profit of the company for the year ended on that date;

c) Proper care has been taken for maintenance of adequate accounting records for safeguarding the assets of the Company and detecting fraud and other irregularities;

d) The accounts are prepared on a going concern basis.

DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public under Section 58A of the Companies Act, 1956 and Rules made there under

QUALITY AND ENVIRONMENT:

Your Directors are pleased to inform you that during the year your Company continued to work on live APQP (Advanced Product Quality Planning) processes for different Programs in the automotive industry.This ensures an effective advance failure mode analysis to ensure that Quality gets built into the Design as well as into manufacturing Process.

LISTING

The shares of your Company continued to be listed at National Stock Exchange and Bombay Stock Exchange. Listing fee has already been paid for the financial year 2009-10. Further, Annual Custody Fee has also been paid to NSDL and CDSL.As desired by shareholders the delisting process was done in Madras Stock Exchange has been completed from our side.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation for the continued support from the relevant Government Authorities, Promoter Companies, Shareholders, Suppliers, Customers, Employees and other business associates, for their strong support.

For and on behalf of the Board of Directors

Place : Chennai K.K NOHRIA

Date : May 20,2010 Chairman


Mar 31, 2000

The Directors present their Eighth Annual Report and the Audited Statement of Accounts for the year ended 31st March 2000.

FINANCIAL RESULTS 1999-00 1998-99 Rs. lacs Rs. lacs

Profit / (Loss) before Depreciation and Miscellaneous Expenditure Written off 700.79 401.13

Less: Depreciation & Miscellaneous expenditure Written off 190.06 166.91

Net Profit/(Loss) 510.73 234.22

RESERVES

The Reserves at the beginning of the year stood at Rs.165.38 lacs. After considering the Proposed Transfers for the current year, the total reserves as at 31 st March 2000 are Rs.478 lacs.

DIVIDEND

Your Directors are pleased to recomend a maiden dividend of 15% for the year ended 31st March 2000.

EXPORTS

We are very glad to inform you that your Company has increased the Export income to Rs.5752 lacs compared to Rs.3667 lacs during the previous year, representing a growth of 57% over the previous year.

Your Companys products continue to be well accepted by Global customers. Your Company has added capacity of 2 million pieces per year during the year and this has helped in increasing the volume of exports to 6.7 million units as compared 4.7 million units the previous year. Being a 100% export oriented Company, your Directors would like to mention that this growth has been possible primarily due to the vast market base of your Companys products and the global manufactuirng efficiencies built into your plant operations.

OUTLOOK

It is estimated that the market for your Companys products in Europe and America will continue to grow and, from January 2000 your Company has started exporting to Mexico.

The prospects for your Company continue to remain reasonably good and your Directors feel that it is now time to consolidate the internal efficiencies further so that the Quality and Cost levels of the products continue to remain Globally competitive.

QS 9000

The Company was certified QS 9000 in November 1998 and the Quality System has been upgraded to conform to the latest edition of QS 9000 with effect from January 2000. As you know this is a pre-requisite to expand business with the Global Automobile Industry.

PERSONNEL

The Board of Directors wish to place on record their appreciation to all the employees of the Company for the contribution to the operations of the Company. It may be mentioned that the philosophy of Human Resource Development to build knowledge, skills and experiences in manufacturing operations to address intensely competitive Global Engineering markets is manifesting in the employees and this strength should enable your Company to continue its Global expansion plans, commensurately.

Information as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1994 as amended is given in the annexure forming part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the prescribed format as an annexure to this report.

DEPOSITS

The Company has not invited or accepted any deposits from the public during the year.

DIRECTORATE

Mr. T. Igarashi and Mr. S. Gumaste retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment to the Board.

AUDITORS

The Companys auditors, Sharp & Tannan, hold office upto the conclusion of the forthcoming Annual General meeting and being eligible, are recommended for re-appointment on terms to be negotiated by the Board of Directors. They have furnished the requisite certificate to the effect that their re-appointment, if effected would be in accordance with section 224(1 B) of the Companies Act, 1956.

LISTING ARRANGEMENTS

Your Companys Shares are listed on the Chennai, Mumbai and Delhi Stock Exchanges and the necessary listing fees have been paid upto date to Madras and Mumbai stock exchanges. In view of the infrequent and minimal volume of trading on the Delhi Stock exchange, process to delist the Companys shares in DSE has been initiated, and therefore Listing fee for the DSE has not yet been paid. The delisting will not cause any difficulty to the shareholders with the proposed expansion of the Mumbai Stock Exchange online trading system (BOLT) to the northern region.

DEMATING OF SHARES

To facilitate the speedy and riskless transfer of Securities, your Company has entered into Demat Agreement with National Securities Depository Ltd and Central Depository Services (India) Ltd. Your Company has entered into an agreement with Cameo Corporate Services Ltd for providing Electronic connectivity so that trading in dematerialised form commences from the month of June 2000.

On behalf of the Board of Directors for CG IGARASHI MOTORS LTD

Place : Chennai K.K. NOHRIA

Date : 17th April 2000 Chairman

 
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