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Directors Report of Lumax Automotive Systems Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 15th Annual Report together with audited accounts of the Company for the year ended 31st March 2015.

Financial Results

The performance of the Company for the financial year is summarized as under:

Rs in million

2014-2015 2013-2014

SALES (excluding excise duty) 684.98 785.62

Profit (before interest, dep. & tax) (8.91) 60.75

Exceptional Item (12.61) 2.68

Interest 105.27 93.38

Depreciation 36.09 34.80

Tax provision 7.31 (4.41)

Profit/Loss after tax (144.97) (65.70)

Dividend:

No dividend is recommended for this financial year by the Board due to the losses in the Company

Operations:

Your Company's total turnover during the year under review was Rs. 684.98 million as compared to Rs. 785.62 million during the previous year. Directors and Key Managerial Persons

Pursuant to section 203 of the Companies Act, 2013, Mr. Nitin Jain, Managing Director, Mr. A.K. Goel, CFO and Ms. Monika Gupta, VP (Legal) & Company Secretary, who were already in office before the commencement of Companies Act, 2013, have been designated as Key Managerial Personnel of the Company.

Mr. Milan Jain is liable to retire by rotation and being eligible offer himself for reappointment.

Mrs. Suman Agrawal has been associated with the company as a director for about 3 months. She resigned from the directorship of the company with effect from November 21, 2014. The directors placed on record their appreciation for the valuable advices given by them during her tenure as an Independent Director of the Company.

Mrs. Kusum Garg was appointed as an Independent Director w.e.f February 13, 2015 and she shall hold office up to the date of ensuing annual general meeting. The Company has received requisite notice in writing from the member proposing Mrs. Kusum Garg as an Independent Director.

Mr. Vishal Kapoor has been associated with the company as a director for about 1 month. He resigned from the directorship of the company with effect from June 29, 2015. The directors placed on record their appreciation for the valuable advices given by them during his tenure as an Independent Director of the Company.

Mr. Vinay Panchamiya has been associated with the company as a director for about 11 years. He resigned from the directorship of the company with effect from April 24, 2015. The directors placed on record their appreciation for the valuable advices given by them during his tenure as an Independent Director of the Company.

Mr. Nitin Jain, Managing Director and Mr. Milan Jain, Executive Director whose office of Managing Director and Executive Director is subject to renewal with effect from May 23, 2016 and August 30, 2015 respectively, and the board has proposed to reappoint them as Managing Director and Executive Director respectively with effect from May 23, 2016 and August 30, 2015 respectively. 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, Nomination & Remuneration and Compliance Commit- tees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The Independent director have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of section 149 of the Companies Act, 2013 and the board is also of the opinion that the independent directors fulfills all the conditions specified in the Companies Act, 2013 making them eligible to act as independent directors.

Brief resume of the directors re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/chairmanships of board committees, shareholding and relationships between directors inter-se, as stipulated under clause 49 of the listing agreements with the stock exchanges, are annexed elsewhere in this report.

Familiarization Programme for Independent Directors

The details pertaining to Familiarization Programme for independent directors has been detailed in Annexure D.

Meetings

Seven meeting of the board of directors were held during the year. Four further details please refer report on Corporate Governance of this Annual report.

Independent Directors Meeting

During the year under review a separate meeting of the Independent Directors of the Company was held on February 13, 2015, without the presence of Non Independent Directors and members of management. The Independent Directors reviewed the performance of Non-Independent Directors and the board as a whole, performance of Chairperson of the Company and assessed the quality, and timelines of flow of information between the Company management and the board. All the Independent Directors of the Company were present in the meeting.

Auditors and Auditors' report:

The Auditors, M/s R. Jain and Sanjay Associates, Chartered Accountants, New Delhi retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM.

The observations of the Auditors in their report are self-explanatory and do not call for any further comments from the directors.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Bindal Anubhav & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure C to this report. The report is self-explanatory and do not call for any further comments.

Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.lumaxauto.com under investors/policy documents/Vigil Mechanism Policy link.

Risk management policy

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company. Corporate Social Responsibility

Section 135 of the Companies Act, 2013 lays down the criteria for the constitution of Corporate Social Responsibility (CSR) Committee by a Company and other applicable under the said provisions. As the Company does not fulfill any of the criteria mentioned therein the provisions of Corporate Social Responsibility are presently not applicable on the Company and hence the Company was not required to comply with the same.

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure F .

Internal Financial Control

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Material changes and commitments after the end of financial year

There are no material changes and commitments affecting financial position of the Company which have occurred between the end of the financial year of the Company and date of the report.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

Particulars of contracts or arrangements with related parties

All the 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. There were no materially significant related party transactions, contracts, arrangements, including certain arm's length transactions, during the year under review hence, the disclosure in Form AOC 2 is not required.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition And Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. (Annexure B)

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

Cost Auditors

The Company has appointed M/s Vipul Bhardwaj & Co. as the cost auditors for conducting the cost audit for the financial year 2014-15 Management Discussion and Analysis Report A report on Management Discussion and Analysis as required under clause 49 of the listing agreement is annexed elsewhere.

Corporate Governance:

A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the auditors of the Company confirming the compliance of Clause 49 of listing agreement is included in the annual report. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is annexed as Annexure A.

Managerial Remuneration and other disclosures

Disclosure pursuant to section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (Annexure E)

During the year, there was no employee drawing remuneration in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/-/- p.m. Accordingly, information required to be given pursuant to provisions of section 134 (3) (q) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has not been given here.

No director of the Company, including its Managing Director or Whole-time Director, is in receipt of any commission from the Company.

Deposits:

The Company has not accepted deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Investor Education Protection Fund, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Pursuant to the provision of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amount laying with the Company as on 10/10/14 on the Ministry of Corporate Affairs website.

Listing:

The equity shares of the Company are listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has been complying with all the clauses of the listing agreement and the Company has paid the requisite listing fees to both the stock exchanges.

Conservation of energy:

The Company has always been conscious about the need for conservation of energy. Electricity and Fuel consumption per unit of production were monitored regularly at all the manufacturing plants and corrective actions have been taken wherever needed.

Technology absorption:

In filter segment, the Company has obtained technical assistance from Toyo-Roki Manufacturing Company Ltd., Japan.

Foreign Exchange Earning and Outgo:

This information is given in notes to accounts at point No.7.

Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed (subject to qualification by auditors in its report) along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Industrial Relation:

Your Company has taken significant steps in developing human resource and strengthening human resource systems. During the year under review, industrial relation in the Company continues to be cordial and peaceful.

Acknowledgement:

The board wishes to thank the Company's esteemed customers, associates, suppliers, its shareholders, investors and financial institutions for their continued support and co-operation.

For & On behalf of the Board of Directors

Place: New Delhi U. K. Jain Nitin Jain Date: 10/08/2015 Chairman Managing Director




Mar 31, 2014

Dear Members,

LUMAX AUTOMOTIVE SYSTEMS LIMITED

The Directors have pleasure in presenting the 14th Annual Report together with audited accounts of the Company for the year ended 31st March 2014.

Financial Results

The performance of the Company for the financial year is summarized as under:

Rs in million

2013-2014 2012-2013

SALES (excluding excise duty) 7785.62 1119.08

Profit (before interest, dep. & tax) 60.75 161.23

Exceptional Item 2.68 93.38

Interest 11.32 90.41

Depreciation 34.80 (4.41)

Tax provision 36.85 6.86

Profit/Loss after tax (65.70) 15.79

Dividend:

No dividend is recommended for this financial year by the Board due to the losses in the Company

Operations:

Your Company''s total turnover during the year under review was Rs.785.62 million as compared to Rs.1119.08 million during the previous year.

Directors:

In accordance with the requirement of the Companies Act, 2013, Mr. Umesh Kumar Jain is liable to retire by rotation and being eligible offer himself for reappointment.

Mrs. Suman Agrawal was appointed as an additional director designated as an Independent Director w.e.f August 26, 2014 and she shall hold office up to the date of ensuing annual general meeting. The Company has received requisite notice in writing from the member proposing Mrs. Suman Agrawal as an Independent Director.

Mr. Prem Das Gandhi has been associated with the company as a director for about 6 years and 3 months. He resigned from the directorship of the company with effect from August 14, 2014. The directors placed on record their appreciation for the valuable advices given by them during his tenure as an Independent Director of the Company. The board of directors of the Company has proposed the appointment of Mr. Rajendra Prasad Agrawal and Mr. Vinay Mansukhlal Panchamiya, as independent directors of the Company, for a period of 5 years, effective from the date of their appointment, as such by the board. The Company has received requisite notices in writing from member proposing Mr. Rajendra Prasad Agrawal and Mr. Vinay Mansukhlal Panchamiya for appointment as Independent Director. Upon the approval of the shareholders to their appointment, as an Independent Director, the appointment of Mr. Rajendra Prasad Agrawal, Mr. Vinay Mansukhlal Panchamiya and Mrs. Suman Agrawal, as such, shall be formalized by Board by issuing a letter of appointment to them.

Brief resume of the directors re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/ chairmanships of board committees, shareholding and relationships between directors inter-se, as stipulated under clause 49 of the listing agreements with the stock exchanges, are annexed elsewhere in this report.

Auditors and Auditors'' report:

M/s R. JAIN & SANJAY ASSOCIATES, Auditors of the Company, are retiring at the conclusion of the ensuing Annual General Meeting of the Company and are eligible for reappointment and have confirmed that their reappointment if made, shall be within the limits of the section 224 (1B) of the Companies Act, 1956. The board recommends the reappointment of M/s R. JAIN & SANJAY ASSOCIATES as Auditors of the Company.

The observations of the Auditors in their report are self-explanatory and do not call for any further comments from the directors.

Cost Auditors

The Company has appointed M/s Vipul Bhardwaj & Co. as the cost auditors for conducting the cost audit for the financial year 2013-14 Management Discussion and Analysis Report

A report on Management Discussion and Analysis as required under clause 49 of the listing agreement is annexed elsewhere.

Corporate Governance:

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the auditors of the Company confirming the compliance of Clause 49 of listing agreement is included in the annual report.

Deposits:

During the year the Company has not accepted or invited any deposit from public within the meaning of section 58A of the Companies Act, 1956 and the rules made there under. Particulars of Employees:

In terms of 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 the employees are set out in the annexure to the Director''s Report. However, having regard to the provisions of section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any members interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Transfer of amounts to Investor Education and Protection Fund Pursuant to the provisions of section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Pursuant to the provision of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amount laying with the Company as on 03/10/13 on the Ministry of Corporate Affairs website.

Listing:

The equity shares of the Company are listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has been complying with all the clauses of the listing agreement and the Company has paid the requisite listing fees to both the stock exchanges.

Disclosure u/s 217(1)(e):

Information as per section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Directors) Rule, 1988, details are given below: Conservation of energy:

The Company has always been conscious about the need for conservation of energy. Electricity and Fuel consumption per unit of production were monitored regularly at all the manufacturing plants and corrective actions have been taken wherever needed. Technology absorption:

In filter segment, the Company has obtained technical assistance from Toyo-Roki Manufacturing Company Ltd., Japan.

Foreign Exchange Earning and Outgo:

This information is given in notes to accounts at point No.7and 8.

Directors'' Responsibility Statement u/s 217(2AA):

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors based on the representation received from the operative management, confirm that:

i) in the preparation of the annual accounts, all the applicable accounting standards have been followed and there are no material departures (Subject to point no. 4 (d) of the auditors report) ;

ii) they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 at the end of the financial year and of the losses of the Company for that period;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of 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; and

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

Industrial Relation:

Your Company has taken significant steps in developing human resource and strengthening human resource systems. During the year under review, industrial relation in the Company continues to be cordial and peaceful.

Acknowledgement:

The board wishes to thank the Company''s esteemed customers, associates, suppliers, its shareholders, investors and financial institutions for their continued support and co- operation.

Place: New Delhi For & On behalf of the Board of Directors

Date : 26/08/2014

U. K. Jain Nitin Jain

Chairman Managing Director


Mar 31, 2013

To the members of LUMAX AUTOMOTIVE SYSTEMS LIMITED

The Directors have pleasure in presenting the 13th Annual Report together with audited accounts of the Company for the year ended 31st March 2013.

Financial Results:

The performance of the Company for the financial year is summarized as under:

Rs in million

2012-2013 2011-2012

SALES (excluding excise duty) 1119.08 1120.33

Profit (before interest, dep. & tax) 161.23 138.23

Exceptional Item 11.32 (22.26)

Interest 90.41 86.39

Depreciation 36.85 35.97

Tax provision 6.86 6.18

Profit/Loss after tax 15.79 31.95

Dividend:

After considering the long-term perspective of the finance need, your Director''s has decided to reinvest the profits in the Company. Hence no dividend is recommended for this financial year by the Board.

Operations:

Your Company''s total turnover during the year under review was Rs.1119.08 million as compared to Rs. 1120.33 million during the previous year.

Directors:

In accordance with the requirement of the Companies Act, 1956 and Articles of Association of the Company, Mr. Milan Jain and Mr. Rajendra Prasad Agrawal are liable to retire by rotation and being eligible offer themselves for reappointment. Brief resume of the directors re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/chairmanships of board committees, shareholding and relationships between directors inter-se, as stipulated under clause 49 of the listing agreements with the stock exchanges, are annexed elsewhere in this report.

Auditors and Auditors'' report:

M/s R. JAIN & SANJAY ASSOCIATES, Auditors of the Company, are retiring at the conclusion of the ensuing Annual General Meeting of the Company and are eligible for reappointment and have confirmed that their reappointment if made, shall be within the limits of the section 224 (1B) of the Companies Act, 1956. The board recommends the reappointment of M/s R. JAIN & SANJAY ASSOCIATES as Auditors of the Company.

The observations of the Auditors in their report are self-explanatory and do not call for any further comments from the directors.

Cost Auditors:

The Company has appointed M/s Vipul Bhardwaj & Co. as the cost auditors for conducting the cost audit for the financial year 2012-13. Management Discussion and Analysis Report: A report on Management Discussion and Analysis as required under clause 49 of the listing agreement is annexed elsewhere. Corporate Governance:

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the auditors of the Company confirming the compliance of Clause 49 of listing agreement is included in the annual report. Deposits:

During the year the Company has not accepted or invited any deposit from public within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

Particulars of Employees:

In terms of 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 the employees are set out in the annexure to the

Director''s Report.

However, having regard to the provisions of section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any members interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Transfer of amounts to Investor Education and Protection Fund: Pursuant to the provisions of section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Pursuant to the provision of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amount laying with the Company as on 10/09/12 on the Ministry of Corporate Affairs website. Listing:

The equity shares of the Company are listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has been complying with all the clauses of the listing agreement and the Company has paid the requisite listing fees to both the stock exchanges. Disclosure u/s 217(1)(e):

Information as per section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Directors) Rule, 1988, details are given below: Conservation of energy:

The Company has always been conscious about the need for conservation of energy. Electricity and Fuel consumption per unit of production were monitored regularly at all the manufacturing plants and corrective actions have been taken wherever needed. Technology absorption:

In filter segment, the Company has obtained technical assistance from Toyo-Roki Manufacturing Company Ltd., Japan. Foreign Exchange Earning and Outgo: This information is given in notes to accounts at point No.7 and 8. Directors'' Responsibility Statement u/s 217(2AA): Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors based on the representation received from the operative management, confirm that: i) in the preparation of the annual accounts, all the applicable accounting standards have been followed and there are no material departures (Subject to point no. 4 (d) of the auditors report) ; ii) they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 at the end of the financial year and of the profit of the Company for that period; iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of 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; and iv) they have prepared the annual accounts on a going concern basis. Industrial Relation:

Your Company has taken significant steps in developing human resource and strengthening human resource systems. During the year under review, industrial relation in the Company continues to be cordial and peaceful. Acknowledgement:

The board wishes to thank the Company''s esteemed customers, associates, suppliers, its shareholders, investors and financial institutions for their continued support and co-operation.

Place: New Delhi For & On behalf of the Board of Directors

Date: 05/08/2013 U. K. Jain Nitin Jain

Chairman Managing Director


Mar 31, 2012

To the members of LUMAX AUTOMOTIVE SYSTEMS LIMITED

The Directors have pleasure in presenting the 12th Annual Report together with audited accounts of the Company for the year ended 31st March 2012.

Financial Results:

The performance of the Company for the financial year is summarized as under: Rs in million

2011-2012 2010-2011

SALES (excluding excise duty) 1120.33 1114.57

Profit (before interest, dep., 138.23 141.48 exceptional item & tax)

Exceptional item (22.26) 6.04

Interest 86.39 77.13

Depreciation 35.97 43.72

Tax provision 6.18 2.94

Profit/Loss after tax 31.95 11.65

Dividend:

After considering the long-term perspective of the finance need, your Director's has decided to reinvest the profits in the Company. Hence no dividend is recommended for this financial year by the Board. Operations:

Your Company's total turnover during the year under review was Rs.1120.33 million as compared to Rs. 1114.57 million during the previous year, showing a rise of Rs. 5.76 million.

Directors:

In accordance with the requirement of the Companies Act, 1956 and Articles of Association of the Company, Mr. Vinay Panchmiya and Mr. Prem Das Gandhi are liable to retire by rotation and being eligible offer themselves for reappointment.

Mr. Rajendra Prasad Agarwal has been appointed as an Independent Director on May 26, 2012. Notice along with the Deposit of Rs. 500/ - (Rs. Five Hundred Only) as required under section 257 of the Companies Act, 1956 has been received by the Company from Mr. Rajendra Prasad Agarwal signifying his candidature for the office of the director of the Company liable to retire by rotation.

Brief resume of the directors re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/chairmanships of board committees, shareholding and relationships between directors inter-se, as stipulated under clause 49 of the listing agreement with the stock exchanges, are annexed elsewhere in this report.

Auditors and Auditors' report:

M/s R. JAIN & SANJAY ASSOCIATES, Auditors of the Company, are retiring at the conclusion of the ensuing Annual General Meeting of the Company and are eligible for reappointment and have confirmed that their reappointment if made, shall be within the limits of the section 224 (1B) of the Companies Act, 1956. The board recommends the reappointment of M/s R. JAIN & SANJAY ASSOCIATES as Auditors of the Company.

The observations of the Auditors in their report are self-explanatory and do not call for any further comments from the directors. Management Discussion and Analysis Report A report on Management Discussion and Analysis as required under clause 49 of the listing agreement is annexed elsewhere.

Corporate Governance:

A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the auditors of the Company confirming the compliance of Clause 49 of listing agreement is included in the annual report.

Deposits:

During the year the Company has not accepted or invited any deposit from public within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

Particulars of Employees:

In terms of 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 the employees are set out in the annexure to the Director's Report.

However, having regard to the provisions of section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any members interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Listing:

The equity shares of the Company are listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has been complying with all the clauses of the listing agreement and the Company has paid the requisite listing fees to both the stock exchanges.

Disclosure u/s 217(1)(e):

Information as per section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Directors) Rule, 1988, details are given below:

Conservation of energy:

The Company has always been conscious about the need for conservation of energy. Electricity and Fuel consumption per unit of production were monitored regularly at all the manufacturing plants and corrective actions have been taken wherever needed. During the period the Company has made additions in the machinery to the extent of Rs. 3.59 Crore.

Technology absorption:

In filter segment, the Company has obtained technical assistance from Toyo-Roki Manufacturing Company Ltd., Japan.

Foreign Exchange Earning and Outgo:

This information is given in notes to accounts at point No.7 and 8. Directors' Responsibility Statement u/s 217(2AA):

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors based on the representation received from the operative management, confirm that:

i) in the preparation of the annual accounts, all the applicable accounting standards have been followed and there are no material departures (Subject to point no. 4 (d) of the auditors report) ;

ii) they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 at the end of the financial year and of the profit of the Company for that period;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of 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; and

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

Industrial Relation:

Your Company has taken significant steps in developing human resource and strengthening human resource systems. During the year under review, industrial relation in the Company continues to be cordial and peaceful.

Acknowledgement:

The board wishes to thank the Company's esteemed customers, associates, suppliers, its shareholders, investors and financial institutions for their continued support and co-operation.

For & On behalf of the Board of Directors

Place: New Delhi U. K. Jain Nitin Jain

Date: 10/08/2012 Chairman Managing Director

 
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