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Directors Report of India Motor Parts & Accessories Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 61st Annual Report together with the Audited Accounts for the year ended 31st March 2015.

FINANCIAL RESULTS (Rs in Lakhs)

Particulars 31.03.2015 31.03.2014

Profit before tax 4351.37 4256.37

Less: i) Provision for taxation 1250.90 1301.69 (including deferred tax)

Profit after Tax 3100.47 2954.68

Add : Balance in P&L Account brought forward 1372.83 1094.17 from previous year

Add : Retained earnings on Account of 0.33 - Depreciation (Net)

Profit available for appropriation 4473.63 4048.85

Appropriations

Transfer to General Reserve 1900.00 1800.00

Dividend

- Special (Diamond Jubilee) 332.78 -

- Interim 831.96 748.76

Dividend Tax (including surcharge for Special and interim dividend) 235.91 127.26

Surplus Balance in Profit & Loss Account 1172.98 1372.83

Dividend and transfer to General Reserves

The Board of Directors in November 2014 declared a Special Dividend of Rs. 4.00 per equity share on account of Diamond Jubilee of the Company and also declared an Interim Dividend of Rs.10 per equity share for the financial year 2014-15 on the paid up share capital of Rs.831.96 lakhs. The dividends, together with dividend tax of Rs.235.91lakhs absorb a sum of Rs.1400.65 lakhs. The Board of Directors propose to treat the said dividends as the total dividend for the year.

The Company proposes to transfer an amount of Rs.1900.00 lakhs to the General Reserves. An amount of Rs.1172.98 lakhs is proposed to be retained in the Statement of Profit and Loss.

Management Discussion and Analysis Report

First quarter sales was nearly 10% higher over last year's first quarter. From the Second Quarter there was a slowdown in demand for spare parts. The slower Industrial production may have caused this.

At the same time supply to the spare parts market increased as original equipment demand was lower than the expected level. In the spare parts market, credit concerns also affected the market demand. In addition your Company, exited distribution of a product line from August 2014. Sales growth for the year was negligible. Sales of continuing lines did show a marginal increase with the Company's increased efforts in the third and fourth quarter.

Looking at the next financial year, we have to take into account the indication of low growth in agricultural sector, due to uncertainty about monsoon. However, Indian economy is expected to grow at about 7.5% . The demand for spare parts must improve from freight needs from the increase in investments in infrastructure. There are signs of improvement in demand for Heavy Commercial Vehicles, which contribute to spare parts sales. Your Company plans to open additional branches to capture sales in certain areas not covered now.

In 2014-15 the Company's non-operating income went up to Rs.9.54 crores compared to Rs. 5.87 crores in the year 2013-14. Changes in tax treatment of investments from July 2014 is likely to affect after tax income in the next year from these investments.

IT Initiatives:

Your Company, during the year under review has upgraded its existing ERP for more benefits such as additional data security and uninterrupted processes at higher speeds.

This upgradation enables better information management. More number of users could be accommodated without any performance issue.

This upgradation facilitates the Company a seamless transition to "Online" as and when required. Internal Control Systems

The Company has an effective and adequate Internal Control System covering all areas of operations, commensurate with the size of its business. The scope of the Internal Audit function is defined in the Internal Audit Plan. The Internal Audit department is headed by a Chartered Accountant and reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company. The Internal Audit Team staffed by our in house staff regularly visits all our branches as per planned audit schedule, for ensuring compliance with systems and procedures.

The Internal Audit Reports are reviewed by the Internal Auditor, Senior Management and Audit Committee regularly. Based on the reports, corrective action, required if any is taken.

The Company has a Risk Management Policy in place to meet the requirements of the business it is in. The Audit Committee of the Board met 4 times during the year under review with the Senior Executives of the Internal Audit and the Finance & Accounts Department and the Statutory Auditors.

Information as per Sec 134 (3) (f) - Events subsequent to the date of financial statements

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. There are no material changes and commitments , if any, 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.

Finance

a) Fixed Deposits

Your Company has not accepted any public deposits during the year 2014-15.

b) Particulars of Loans, Guarantees or Investments

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements.

c) Associate Companies

A statement containing the salient features of the financial statement of the associate companies are provided in Annexure A forming part of this report.

Directors

All Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct approved and adopted by the Board of Directors.

The Independent Directors of the Company have given a declaration as required under Section 149 (6) of the Companies Act, 2013.

Ms. Shobhana Ramachandhran, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Separate Meeting of Independent Directors was held during the year, in which the Independent Directors evaluated the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company. The criteria for evaluation is attached vide Annexure B.

Familiarisation Programme

The Company has a programme to familiarise Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. and the same is available on the website of the Company at www.impal.net/investor.htm.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee revised the existing remuneration policy of the company and suitably modified the same. The Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The policy is attached vide Annexure C.

Key Managerial Personnel

During the year under review, the Board took on record the following persons as the Key Managerial Personnel of the Company under Section 203 of the Companies Act, 2013.

1. Sri N Krishnan - Managing Director

2. Sri S Ramasubramanian - Chief Financial Officer

3. Sri S Kalyanaraman - Company Secretary & Compliance Officer

Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism policy in place to deal with instance of fraud and mismanagement, if any and the same is also posted on the website of the Company.www.impal.net/investor.htm.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were in the ordinary course of business at arm's length and there are no 'material' contracts or arrangements or transactions at arm's length basis and thus disclosure in form AOC - 2 is not required. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.www.impal.net/investor.htm.

Corporate Social Responsibility

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has contributed to various projects in the areas of Health, Education, Livelihood, Adoption of Village Schools etc., These projects are in accordance with Schedule VII of the Companies Act, 2013. The Board of Directors of your Company has constituted the CSR Committee to help the Company to frame, monitor and execute the CSR activities. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The Board has further approved the CSR Policy of the Company to provide a guideline for CSR activities of the Company.

The Company has spent Rs. 64.25 lakhs towards CSR during the year. The constitution of the CSR Committee and the report as required under the Companies Act, 2013 are provided as Annexures D & D1 to this Report.

Auditors

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. A certificate under Section 141 of the Companies Act, 2013 has been received from them.

Secretarial Audit

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 M/s. Damodaran & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is attached vide Annexure E.

Comments on Auditors' report

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and Company Secretary in Practice in their reports respectively. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Extract of Annual Return

As required under Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of the Annual Return in Form MGT-9 is attached as a part of this report - Annexure F.

Information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014

Your Company has no activity relating to conservation of energy or technology absorption. During 2014-2015, the Company did not have any foreign exchange earnings or outgo other than travel.

Particulars of Employees

There is no employee, particulars of whom are to be furnished under Section 197 read with Rule 5 (2).

The information required under Section 197(12) read with Rule 5, of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given hereunder

i & ii The ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year:

The ratio of remuneration of Non Whole - Time Directors is below the median remuneration of the employees, whilst that of the Managing Director (inclusive of Commission) is 84 times.

(iii) Percentage increase in median remuneration of employees in the financial year - 12%

(iv) The number of permanent employees on the rolls of the Company as on 31st March 2015 is 644.

(v) Explanation on the relationship between average increase in remuneration and Company performance:

The Company's Profit Before Tax for the year under review has increased by 2.23 %. The average increase in remuneration of employees was 12% on their gross earnings.

(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company.

CTC (Rs. % Increase Name Designation In Lakhs) in CTC

Sri N Krishnan Managing Director 141.56 5.55

Sri S Ramasubramanian CFO 36.76 9.00

Sri S Kalyanaraman Company Secretary 10.50 New employee

Name PBT (Rs.In Lakhs) % increase in PBT

Sri N Krishan

Sri S Ramasubramanian 4351.37 2.23%

Sri S Kalyanaraman

Includes commission of 1.5% on Net profit.

(vii) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

Date Issued Capital Closing EPS (Shares) Market Price

31.03.2014 8319575 422.60 35.51

31.03.2015 8319575 660.60 37.27

Increase/Decrease Nil 238.00

%Increase /Decrease 56.31%

Date PE Ratio Market Capitalisation

31.03.2014 11.90 351.59 crs

31.03.2015 17.72 549.59 crs

Incresase /Decrease 198.00 crs

%Incresase /Decrease 56.31%

(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Percentage increase in median remuneration of employees in the financial year - 12% for employees other than managerial personnel and 7 % for Managerial Personnel.

(ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company: - Refer Point - (vi)

(x) The Key parameters for any variable component of remuneration availed by the Directors: Commission within the ceiling of 1% of the net profits of the Company, as approved by the shareholders.

(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not

directors but receive remuneration in excess of the highest paid director during the year; and

Not Applicable.

(xii) Affirmation that the remuneration is as per the remuneration policy of the company:

The Company affirms that remuneration is as per the remuneration policy of the Company. Directors' responsibility statement

As required under Section 134(5) of the Companies Act, 2013, your Directors state that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March, 2015, and the profit of the Company for that year;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a going concern basis and;

v) the Directors have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

Corporate Governance

A detailed report on corporate governance, together with a certificate from the Statutory Auditors in compliance with Clause 49 of the Listing Agreement is attached, forming part of this report.

Acknowledgement

Your Directors thank all the suppliers and dealers for their continued support and co-operation during the year under review. They also wish to thank State Bank of India for its support and assistance.

Your Directors wish to place on record their appreciation for the commitment, initiative and excellent contribution of all the staff and executives of the Company.

On behalf of the Board of Directors

Chennai S Ram Date : 28th May 2015 Chairman


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 60th Annual Report together with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in Lakhs)

Particulars 31.03.2014 31.03.2013

Profit before tax 4256.37 4150.59 Less: i) Provision for taxation (including deferred tax) 1301.69 1174.01 ii) Tax provision relating to earlier years (net) - 256.43

Profit after Tax 2954.68 2720.15

Add : Balance in P&L Account brought Forward 1094.17 1061.84

from previous year

Profit available for appropriation 4048.85 3781.99

Appropriations

i) Transfer to General Reserve 1800.00 1815.98

ii) Dividend

- Interim 748.76 540.77

- Final (Proposed) - 207.99

Dividend Tax (including surcharge for

interium and final dividend) 127.26 123.08

Surplus Balance in Profit & Loss Account 1372.83 1094.17

Dividend

The Board of Directors in May 2014 declared and paid an Interim Dividend of Rs. 9.00 per equity share for the financial year 2013-14 on the paid up share capital of Rs.831.96 lakhs. The dividend, together with dividend tax of Rs. 127.26 lakhs absorbs a sum of Rs 876.02 lakhs. The Board of Directors propose to treat the said interim dividend as the total dividend for the year.

Management Discussion and Analysis Report

The year under review was a challenging year for Spare parts distribution. With a negative growth in the frst quarter, we were fortunate to eliminate the negative growth and achieve a 3.26% growth in sales for the year. Inspite of the low growth in sales, strict control on expenses, especially on manpower, enabled the Company to marginally increase Profit before tax for the year ending 31st March 2014 to Rs 42.56 crores from previous year figure of Rs 41.50 crores.

The Indian economy has grown only by 4.7% for the year under review. The Medium and Heavy Commercial Vehicles industry had a diffcult year and their sales declined at 20% on top of 30% decline in the previous year. In the small Commercial Vehicles segment, the drop was as severe as 30%. Passenger car sales dropped by 6% for the frst time in ten years.

Business Outlook

Parliamentary elections have brought a new government with a majority. It is expected that the new government at the centre will implement needed investment plans for infrastructure expeditiously, giving a fllip to growth in the industrial segment. Agricultural production has been maintained in the last financial year. Subject to normal monsoon, momentum in agricultural production is expected to be maintained. Growth in sales of spare parts distribution is to a large extent dependent on performance of road transport industry. We have seen in the last few years, improvements in design and new technology that have improved the performance of driveline components, thereby reducing demand for spare parts. However, we are vigorously pursuing to establish efficient channels for distribution of parts to the transport industry to maintain our growth.

IT Initiatives

Your Company is in the process of upgrading the operating platform of the system for better performance.

Internal Control Systems

The Company has an effective and adequate internal control systems covering all areas of operations.

The Internal Audit Team manned by our experienced staff regularly visits all our branches as per audit schedule for ensuring compliance with systems and procedures. Audit fnding and Internal Audit Reports are reviewed by Internal Auditor, Senior Management and Audit Committee regularly. The Audit Committee of the Board met 4 times during the year under review with the Senior Executives of the Internal Audit and the Finance & Accounts Department and the Statutory Auditors.

Corporate Governance

A detailed report on corporate governance, together with a certifcate from the Statutory Auditors in compliance with Clause 49 of the Listing Agreement is attached, forming part of this report.

Directors

The Independent Directors of the Company have given a declaration as required under Section 149(6) of the Companies Act, 2013.

Sri. S. Ram, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Sri S Prasad, Sri S Ravindran and Sri Rasesh R Doshi present Independent Directors, are being appointed for a term of 5 consecutive years subject to the approval of the shareholders.

Sri S Venkatesan and Sri T N P Durai were co-opted as Independent Directors on 7th August, 2014. They hold office as Additional Directors up to the date of the ensuing Annual General Meeting.

Notices have been received from members proposing the appointment of these five Independent Directors.

Auditors

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. A certifcate under Section 141 of the Companies Act, 2013 has been received from them.

Fixed Deposits

Your Company has not accepted any public deposits during the year 2013-14.

Information as per Section 217(1) (e) of the Companies Act, 1956

Your Company has no activity relating to conservation of energy or technology absorption. During 2013-2014, the Company did not have any foreign exchange earnings or outgo other than travel.

Personnel

There is no employee, particulars of whom are to be furnished under Section 217(2A) of the Companies Act, 1956.

Directors'' responsibility statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March, 2014, and the Profit of the Company for that year.

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

iv) the Directors have prepared the annual accounts on a going concern basis.

Acknowledgement

Your Directors thank all the suppliers and dealers for their continued support and co-operation during the year under review. They also wish to thank State Bank of India for its support and assistance.

Your Directors wish to place on record their appreciation for the commitment, initiative and excellent contribution of all the staff and executives of the Company.

On behalf of the Board of Directors S Narayanan Chairman

Chennai Date: 07th August 2014


Mar 31, 2013

The Directors are pleased to present the 59th Annual Report together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS (Rs in Lakhs)

Particulars 31.03.2013 31.03.2012

Proft before tax 4150.59 4570.79

Less: i) Provision for taxation (including deferred tax) 1174.01 1345.33

ii) Tax provision relating to earlier years (net) 256.43

Proft after Tax 2720.15 3225.46

Add : Balance in P&L Account brought forward from previous year 1061.84 954.96

Proft available for appropriation 3781.99 4180.42

Appropriations

i) Transfer to General Reserve 1815.98 2200.00

ii) Dividend

- Interim 540.77 790.36

- Final (Proposed) 207.99

Dividend Tax (including surcharge for interim and fnal dividend) 123.08 128.22

Surplus Balance in Proft & Loss Account 1094.17 1061.84

Dividend

The Board of Directors in February 2013 have declared and paid an Interim Dividend of Rs.6.50/- per equity share for the fnancial year 2012-13 on the enhanced paid up share capital of Rs.831.96 lakhs. Your Directors are now pleased to recommend a fnal dividend of Rs.2.50 per equity share (25%). Together, the total dividend aggregates to Rs.9.00 per equity share (90%) for the year ended 31st March 2013. The dividend, together with dividend tax of Rs.123.08 lakhs absorbs a sum of Rs.871.84 lakhs.

Management Discussion and Analysis Report

In deference to shareholder requests, the Board of Directors were pleased to issue Bonus shares in the ratio of one equity share for every one existing equity share (1:1) to the shareholders as per the approval of members at the Annual General Meeting held on 30th August, 2012. With the issue of these Bonus shares, the paid up share capital of the company stands increased from Rs. 4.16 crores to Rs.8.32 crores.

The Indian Economy has registered a growth of about 5% for the fscal year ended March 31, 2013. Industry grew only at 3.1%, Agriculture by 1.8% and the Service sector by 6.6%.

The year under review was a diffcult one for the medium and Heavy Commercial Vehicle Industry which recorded a decline of nearly 25%. With restrictions on movement of heavier trucks in cities and towns, sales of light commercial vehicles witnessed a growth above 10%. Domestic sale of cars dropped while those of Multi utility vehicles grew impressively.

The Spare parts business generated for Independent after market distributors did not fare well in the year under review. Your Company''s sales declined 1.2% to a sales Volume of Rs.494 crores (Previous year Rs.500 crores). While sales declined, an infationary pressure on operating costs resulted in lower profts. The proft before tax for the year under review at Rs.41.50 crores was lower than that of the previous year''s Rs.45.70 crores.

Business Outlook

The Indian Economy is projected to grow at around 6%. Current trends do not indicate this.

Current trends in the Market at best indicate a stagnant frst quarter for the current fnancial year. For the year as a whole (fscal year 2013-14) we are hopeful of a moderate increase in turnover.

The continued restriction in mining made our new branch opened in Barbil in Orissa during 2011-12 unviable and was closed in the last quarter of the fnancial year 2012-13, while the company has opened a new branch in Erode in Tamilnadu.

We continue to face challenges on the man power front. While wage costs are increasing due to consumer price infation, there is also higher attrition among feld staff.

Internal Control Systems

The Company has effective and adequate internal control systems covering all areas of operations.

The Internal Audit Team, manned by our experienced staff regularly visits all our branches as per audit schedule for ensuring compliance with systems and procedures. Audit fndings and Internal Audit Reports are reviewed by Senior Management and Audit Committee regularly. The Audit Committee of the Board met 4 times during the year under review with the Senior Executives of the Internal Audit and the Finance & Accounts Department and the Statutory Auditors.

Human Resources Development

The Directors wish to thank all the employees of the Company for their sincere efforts and hard work during a tough fnancial year.

Corporate Social Responsibility

Your company donates to hospitals and initiatives for community healthcare.

Corporate Governance

A detailed report on corporate governance, together with a certifcate from the Statutory Auditors in compliance with Clause 49 of the Listing Agreement is attached, forming part of this report.

Directors

Sri.S.Narayanan and Sri.Ananth Ramanujam, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and have confrmed their eligibility and willingness to accept offce, if reappointed. A certifcate under Section 224(1B) of the Companies Act, 1956 has been received from them.

Fixed Deposits

Your Company has not accepted any public deposits during the year 2012-13.

Information as per Section 217(1) (e) of the Companies Act, 1956

Your Company has no activity relating to conservation of energy or technology absorption. During 2012-2013, the Company did not have any foreign exchange earnings or outgo other than travel.

Personnel

There is no employee, particulars of whom are to be furnished under Section 217(2A) of the Companies Act, 1956.

Directors'' responsibility statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) 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 a true and fair view of the state of affairs of the Company as at the end of the fnancial year ended 31st March, 2013, and the proft of the Company for that year.

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

iv) the Directors have prepared the annual accounts on a going concern basis.

Acknowledgement

Your Directors thank all the suppliers and dealers for their continued support and co-operation during the year under review. They also wish to thank State Bank of India for its support and assistance.

Your Directors wish to place on record their appreciation for the commitment, initiative and excellent contribution of all the staff and executives of the Company, which enabled your company to register a good performance during the year under review.

On behalf of the Board of Directors

Chennai S Narayanan

Date: 28th May 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the 58th Annual Report together with the Audited Accounts for the year ended 31st March 2012.

Financial Results Rs. in Lakhs

Particulars 31.03.2012 31.03.2011

Profit before tax 4570.79 4154.09

Less: Provision for taxation (including deferred tax) 1345.33 1302.58

Profit after Tax 3225.46 2851.51

Add : Balance in P&L Account brought forward from previous year 954.96 825.34

Profit available for appropriation 4180.42 3676.85

Appropriations

Dividend

-Interim 790.36 707.17

- Final - -

Dividend Tax (including surcharge) 128.22 114.72

General Reserve 15340.59 13033.71

Surplus Balance in Profit & Loss Account 1061.84 954.96

Dividend

The Board of Directors in May 2012 declared and paid an Interim Dividend of Rs.19/- (190%) per equity share for the year ended 31st March 2012 on the paid up share capital of Rs.415.98 lakhs. The dividend, together with dividend tax of Rs. 128.22 lakhs absorbs a sum of Rs. 918.58 lakhs. The Board of Directors propose to treat the said interim dividend as the total dividend for the year.

Management Discussion and Analysis Report

Indian Economy registered a growth of 6.9% for the fiscal year ended March 31, 2012. Industry grew at 4 %, Agriculture at 2.5 % and Services sector at 9.4%.

Some segments of automotive sector did well and some did not. Car segment grew modestly by 2 %, Medium and Heavy Commercial Vehicles grew by 8% and Light Commercial Vehicles by 27%. Tractors grew by 11%.

Your Company did well in the year under review to achieve the level of Rs.500 crore mark in sales with 17% growth. The turnover for the previous year ended 31st March 2011 was Rs.428 crores. Profit before tax has increased by 10.04% from Rs.41.54 crores to Rs. 45.71 crores and Profit after tax by 13.12% from Rs. 28.51 Crores to Rs. 32.25 Crores.

Business Outlook:

During the year under review, your Company has opened one branch in Silchar and has plans to open one or two branches in the North during 2012-2013. Excise Duty on motor parts has gone up by 2% from 10.30% to 12.36% effective 16th March 2012. Many State Governments have also increased VAT applicable on motor parts by at least 1%. West Bengal has re-introduced Entry tax at 1% effective 1st April 2012.

The overall economic scenario has deteriorated with infrastructural spend moderating, the Company's sales growth during 2012-2013 may not be to the levels seen in the previous years.

Internal Control Systems

The Company has effective and adequate internal control systems covering all areas of operations.

The Internal Audit Team visits all our branches as per audit schedule to ensure compliance with systems and procedures. Audit findings and Internal Audit Reports are reviewed by the Senior Management and Audit Committee regularly. The Audit Committee of the Board met 4 times during the year under review with the Senior Executives of the Internal Audit and the Finance & Accounts Department and the Statutory Auditors.

Human Resources Development

The Directors acknowledge and appreciate the performance of all the employees in the Company as a team, which enables the Company to scale new heights. It is this team work displayed by the branches along with the Central Office that enables the Company to perform well. This has also resulted in cordial industrial relations during the year under review.

Corporate Social Responsibility

The Company has been contributing regularly over the years by way of donations to various organisations towards the benefit of underprivileged people in promoting education and healthcare.

Corporate Governance

A detailed report on corporate governance, together with a certificate from the Statutory Auditors in compliance with Clause 49 of the Listing Agreement is attached, forming part of this report.

Directors

Sri. S Ram and Ms. Shobhana Ramachandhran, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. A certificate under Section 224(1 B) of the Companies Act, 1956 has been received from them.

Fixed Deposits

Your Company has not accepted any public deposits during the year 2011-12.

Information as per Section 217(1) (e) of the Companies Act, 1956

Your Company has no activity relating to conservation of energy or technology absorption. During the year 2011-2012, the Company did not have any foreign exchange earnings or outgo other than travel.

Personnel

There is no employee, particulars of whom are to be furnished under Section 217(2A) of the Companies Act, 1956.

Directors' responsibility statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) 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 a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March, 2012, and the profit of the Company for that year.

iii) 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 the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the annual accounts on a going concern basis.

Acknowledgement

Your Directors thank all the suppliers and dealers for their continued support and co-operation during the year under review. They also wish to thank State Bank of India for its support and assistance.

Your Directors wish to place on record their appreciation for the commitment, initiative and excellent contribution of all the staff and executives of the Company, which enabled your company to register a good performance during the year under review.

On behalf of the Board of Directors

Chennai S Narayanan

29th May 2012 Chairman


Mar 31, 2011

TO THE SHAREHOLDERS

The Directors are pleased to present the 57th Annual Report together with the Audited Accounts for the year ended 31st March 2011.

Financial Results Rs. in Lakhs

Particulars 31.03.2011 31.03.2010

Profit before tax 4154.09 3647.65

Less: Provision for taxation (including deferred tax) 1302.58 1168.05

Profit after Tax 2851.51 2479.60

Add : Balance in P&L Account brought

forward from previous year 825.34 799.84

Profit available for appropriation 3676.85 3279.44

Appropriations

Dividend

- Interim 707.17 582.37

- Final - 62.40

Dividend Tax (including surcharge) 114.72 109.33

General Reserve 1900.00 1700.00

Surplus Balance in Profit & Loss Account 954.96 825.34

Dividend

The Board of Directors in May 2011 declared and paid an Interim Dividend of Rs.17/- (170%) per equity share for the year ended 31st March 2011 on the paid up share capital of Rs.415.98 lakhs. The dividend, together with dividend tax of Rs.114.72 lakhs absorbs a sum of Rs.821.89 lakhs. The Board of Directors propose to treat the said interim dividend as the total dividend for the year.

Management Discussion and Analysis Report

Your company did well during the year under review in line with the Indian economy, which had registered a strong GDP growth of 8.50%. Growth in Agriculture sector was at 5.40% whereas growth in the Industry & Services sector were at 8.20% and 9.40% respectively. In the Automotive sector, medium and heavy commercial vehicles registered a strong growth of 32% while LCV's grew at 23% and MUVs (Multi Utility Vehicles) by 29%.

For the year under review, your Company's sales increased by Rs.70.00 crores - from Rs.358.00 crores to Rs.428.00 crores. This enabled profits (before tax) to grow by 13.87% from Rs.36.48 crores to Rs.41.54 crores. Correspondingly, profit after tax increased by 14.95% from Rs.24.80 crores to Rs.28.51 crores. In view of all round inflation, operational costs including wages, freight, rent and travel went up. Some of these costs are expected to increase in the fiscal year 2011-12 as well.

Business Outlook

Your company opened new branches in Patiala, Barbil and Allahabad to have a better reach. With commodity price inflation persisting we would expect motor vehicle parts prices to go up. With moderation in vehicle production due to macro economic factors, component manufacturers are expected to service the aftermarket with better supplies. With effective cost control, the management expects to maintain performance.

Internal Audit

The Internal Audit Team visits all our branches as per audit schedule to ensure compliance with systems and procedures. Audit findings and Internal Audit Reports are reviewed by the Senior Management and Audit Committee regularly. The Audit Committee of the Board met 5 times during the year under review with the Senior Executives of the Internal Audit and the Finance & Accounts Department and the Statutory Auditors.

Corporate Governance

A detailed report on corporate governance, together with a certificate from the Statutory Auditors in compliance with Clause 49 of the Listing Agreement is attached, forming part of this report.

Directors

Sri S Ravindran and Sri Rasesh R Doshi, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. A certificate under Section 224(1B) of the Companies Act, 1956 has been received from them.

Information as per Section 217(1) (e) of the Companies Act, 1956

Your Company has no activity relating to conservation of energy or technology absorption. During 2010- 2011, the Company did not have any foreign exchange earnings or outgo other than travel.

Personnel

There is no employee, particulars of whom are to be furnished under Section 217(2A) of the Companies Act, 1956.

Directors' responsibility statement

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) 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 a true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March, 2011, and the profit of the Company for that year.

iii) 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 the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the annual accounts on a going concern basis.

Acknowledgement

Your Directors thank all the suppliers and dealers for their continued support and co-operation during the year under review. They also wish to thank State Bank of India for its support and assistance.

Your Directors wish to place on record their appreciation for the commitment, initiative and excellent contribution of all the staff and executives of the Company, which enabled your company to register a good performance during the year under review.

On behalf of the Board of Directors

Chennai S Narayanan

11 th August 2011 Chairman



 
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