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Directors Report of Munjal Auto Industries Ltd.

Mar 31, 2018

BOARD''S REPORT

Dear Members,

Your Directors are pleased to present 33rd Annual Report together with the audited financial statements for the financial year ended March 31, 2018.

FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2018 is summarized below: -

		(Rs in Lacs)
Particulars	Year ended '' March 31, 2018	Year ended March 31, 2017
Total Income	106,087.07	935,35.88
Profit before Finance Cost & Depreciation	76,92.46	66,79.28
Depreciation	(18,18.70)	(17,19.62)
Finance Cost	(4,32.73)	(5,50.42)
Profit before Taxation	54,41.03	44,09.24
Provision for Taxation (Deferred & Current)	(12,82.00)	(9,53.88)
Profit after Taxation	41,59.03	34,55.36
Surplus brought Forward	242,86.77	208,69.88
Surplus carried to Balance Sheet	262,64.96	242,86.77

DIVIDEND

Your Directors have pleasure to recommend a dividend of 60% i.e. Rs 1.201- on equity share of Rs 21- each for the financial year ended March 31, 2018. The dividend, if approved by the members in the ensuing Annual General Meeting, would absorb Rs 1,200 lacs (Rs 1,000 lacs for Final Dividend for FY16-17) out of the distributable profits available.

PERFORMANCE

During FY 2017-18, total income of the Company was Rs 1,061 Crore as compared to Rs 935 Crore in FY 2016-17, registering an increase of 13.48%.

Profit before tax and profit after tax were Rs 54.41 Crores and Rs 41.59 Crores respectively during the year as against Rs 44.09 Crores and Rs 34.55 Crores respectively in the previous year.

CAPACITY UTILIZATION & PLANT OPERATIONS

All four units of the Company located at Waghodia in Gujarat, Bawal as well as Dharuhera in Haryana and Haridwar in Uttarakhand are running well and continue to operate at a satisfactory level of efficiency.

INCREASE IN SHARE CAPITAL CONSEQUENT TO ISSUE OF BONUS SHARE

In pursuit of approval granted by the members of the Company at their 32nd Annual General Meeting held on June 30,2017, Committee of Board of Directors at their meeting held on July 13, 2017 had allotted one Bonus Equity Share of Rs 21- each fully paid up for every one Equity Share of Rs 21- each fully paid up as on the record date July 12, 2017 aggregating to 5,00,00,000 Equity Shares of Rs 10,00,00,000 to the members of the Company. Accordingly, the paid up capital increased from Rs 10,00,00,000 to Rs 20,00,00,000 on July 13,2017.

APPOINTMENT/ CESSATION OF DIRECTORS OR KMP

In terms of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (''the Act''), Mr. Sudhir Kumar Munjal retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Your Board recommends reappointment of Mr. Sudhir Kumar Munjal, as Director as well as the Managing Director for the period of five years at the ensuing 33rd Annual General Meeting in terms of Section 152,196,197 and other applicable provisions, if any of the Act. He, in the opinion of the Nomination and Remuneration Committee and the Board, fulfills the conditions for reappointment specified in the Act and rules made there under.

It is also proposed to seek approval of the members by way of Special Resolution at their ensuing 33rd Annual General Meeting to the reappointment of and remuneration payable to Mr. Sudhir Kumar Munjal as a Managing Director of the Company for the period of 5 years from October 29, 2018 to October 28, 2023.

Brief resume and other details of Mr. Sudhir Kumar Munjal, who is proposed to be re-appointed as a Director of your Company, have been furnished in the Explanatory Statement to the Notice of the ensuing Annual General Meeting.

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and Regulation 17(10) and other applicable regulations, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''LODR''), performance of the Board as a whole and individual Directors, was evaluated by the Board seeking relevant inputs from all the Directors. The Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Directors. A separate meeting of Independent Directors was also held to review the performance of Non-independent Directors, performance of the Board as a whole and performance of the Chairperson of the Company.

The performance of the Board and individual Directors was found satisfactory.

QUALITY

Your Company is focusing on quality, right from new product development stage such as design of processes, manufacturing of tools, fixtures & dies, to ensure quality output. This is the attribute of your Company which has enabled it to sustain as a consistent quality producer over the years.

FINANCE

Your Company continued to focus on operational improvement. Continuing focus on managing optimal levels of inventory, sound business performance, operating efficiencies in various segments of business and cost saving drive across the organization have helped it generating good cash flow from operations, notwithstanding headwinds blowing in automobile sector and sluggish macro-economic environment throughout the year.

Your Company was able to raise the short-term/long term funds needed for its working capital related requirements & term loans for new capital expenditure at competitive rates. Your Company continues to enjoy excellent credit ratings for both long and short tenure borrowings and maintains impeccable debt-servicing track record, which helps it retain excellent rapport with all of its bankers.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adheres to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the LODR forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

TRANSFER TO GENERAL RESERVE

During the FY under review, no amount has been transferred to General Reserve of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the FY under review, your Company has transferred unpaid/ unclaimed dividend amounting to Rs 6.59 Lacs for FY 2009-10 to the Investor Education and Protection Fund (IEPF) of the Central Government of India.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee (''CSR Committee'') has formulated and recommended to the Board, a Corporate Social Responsibility Policy (''CSR Policy'') indicating the activities to be undertaken by the Company, which has been approved by the Board.

The amount required to be spent on CSR activities during the year under report in accordance with the provisions of Section 135 of the Act was Rs 76.54 lacs and the Company has spent Rs 70.00 lacs during the current financial year.

The Company was in a process to recognize the appropriate CSR project for spending on the CSR expenditure to contribute towards the society and hence the Company could spend only to the extent of Rs 70 lacs and could not spend Rs 6.54 lacs out of Rs 76.54 lacs to be spent towards CSR expenditure.

The requisite details (in a matrix form) on CSR activities pursuant to Section 135 of the Act read with Companies (CSR Policy) Rules, 2014 are annexed as Annexure A to this Report.

POLICY RELATING TO ANTI SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has placed a policy to treat women employees with dignity and no discrimination against them plus zero tolerance towards any sexual abuse to abide by letter and spirit requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed there under and redressal of complaints of sexual harassment at work place. All employees (permanent, contractual, temporary and trainees) are supposed to adhere to, and conduct themselves as prescribed in this policy. During the year under review, no complaint was reported to the Board and accordingly the Company has no information to report on filing and disposal of the cases pursuant to Section 22 of the said Act.

DEPOSITS

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

The Company has not given any guarantees or securities within the meaning of the provisions of Section 186 of the Act.

However, the aggregate of loans and advances granted, as also investments made, if any are within the limits of Section 186 of the Act.

STATEMENT ON THE DECLARATION GIVEN BY INDEPENDENT DIRECTORS PURSUANT TO SECTION 149(6) OF THE ACT

The Company has received declaration from all independent Directors of the Company to the effect that they meet criteria of independence as stipulated u/s 149(6) of the Act and applicable regulations of LODR.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

a) In the preparation of the annual accounts financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit and loss of the Company for the financial year ended March 31, 2018 under review;

c) The Directors have 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 have prepared the annual accounts for the financial year ended March 31, 2018 on a going concern basis;

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188 OF THE COMPANIES ACT, 2013

There were no related party transactions entered into during the financial year under Section 188 of Companies Act, 2013.

Further, during FY 2017-18, there were no materially significant related party transactions entered into by your Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which might have potential conflict with the interest of the Company at large.

HOLDING / SUBSIDIAY / ASSOCIATE / JOINT VENTURE COMPANY

Thakur Devi Investments Private Limited is a holding company of the Company, holding 74.81 % Equity Share Capital of the Company. The Company will make relevant disclosure during the year in case of change in the current status, if any.

Subsequent to the end of Balance sheet date as at March 31, 2018, the Company has acquired 55% shareholding of Indutch composites Technology Pvt. Ltd. of face value of Rs 10/- each for a consideration of Rs 5.20 Cr. By virtue of this investment, Indutch Composites Technology Pvt Ltd has become a subsidiary of the Company.

AUDIT COMMITTEE RECOMMENDATIONS

During the year, The Board has accepted all recommendations of Audit Committee and accordingly no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

INTERNAL FINANCIAL CONTROL

The Corporate Governance Policy guides the conduct of the affairs of your Company and clearly delineates the roles, responsibilities at each level of its key functionaries involved in governance. Your Company has in place adequate internal financial controls with reference to the Financial Statements. During the year under review, no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

INSURANCE

Your Company''s assets are adequately insured against multiple risks from fire, riot, earthquake, terrorism and other risks, which are considered necessary by the Management.

As an additional coverage, a Public Liability Insurance Policy is also in place to cover public liability/ties, if any, arising out of any industrial accidents. We have also covered, the Directors'' and Officers'' liability under the Companies Act to meet with any eventuality.

RATINGS FOR BORROWING

ICRA, the rating agency has reaffirmed AA- with stable outlook for the long term ratings for bank facilities and A1 the short term rating for short term bank facilities and commercial paper of your Company vide letter dated July 05,2017. The aforesaid rating are valid till June 30,2018.

AUDITORS

(i) Statutory Auditors

The auditors, K.C. MehtaS Co., Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting. They have furnished their consent and requisite certificate pursuant to the Act and rules mentioned there under in respect of their proposed reappointment pursuant to Section 139 of the Act for upcoming financial year 2018-19 & onwards.

(ii) Internal Auditors

M/s Mukund & Rohit, Chartered Accountants, Vadodara, have been appointed as Internal Auditors of the Company in terms of Section 138 of the Companies Act, 2013 and rules and regulations, made thereunder, for the Financial Year 2018-19 by the Board of Directors, upon recommendation of the Audit Committee.

(iii) Secretarial Auditors

Pursuant to provisions of Section 204 of the Act, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s Devesh Vimal & Co., Company Secretaries in practice to undertake the Secretarial Audit of the Company for FY 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXPLANATIONS/COMMENTS ON STATUTORY AUDITORS'' REPORT & SECRETARIAL AUDITORS'' REPORT

Neither the Statutory Auditors nor the Secretarial Auditors of the Company, in their respective reports, have made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/ comments thereon are required to be furnished.

AUDIT COMMITTEE

The composition of the Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of LODR. The Chairman of the Audit Committee is an Independent Director. The Audit Committee of the Board provides reassurance to the Board on the existence of an effective internal control environment that ensures the efficiency and effectiveness of the operations of the Company and safeguarding of assets and adequacy of provisions for all liabilities. The details of meetings and their attendance are included in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee (NRC) is in line with the Section 178 of the Act read with Regulation 19 of LODR. The committee determines overall Company''s Policy on remuneration packages and other terms and conditions of the appointment of the Executive Directors and senior management of the Company as well as sitting fees to the Non Executive Directors of the Company and also to approve payment of remuneration to Managing Director and Whole Time Directors as decided by the members of the Company and recommends to the Board of Directors for their consideration and approval. The details of meetings and their attendance are included in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee (SRC) is in line with the Section 178 of the Act and Regulation 20 of LODR. The Committee looks after the stakeholder''s grievances and redress of investor''s complaints related to transfer of shares, non receipt of balance sheet, non receipt of dividend etc. The details of meetings and their attendance are included in Corporate Governance Report.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and rules framed thereunder either to the Company or to the Central Government.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 annexed to this report as Annexure B.

CODE OF CONDUCT

The Company has laid down a comprehensive Code of Conduct (''Code'') for the Board and senior management personnel of the Company.

The Company has received affirmations from Board members as well as senior management confirming their compliance with the said Code for FY 2017-18.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a vigil mechanism/whistle blower policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of strength, performance and passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder''s responsibility.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to SEBI (Prohibition & Insider Trading) Regulation, 2015 with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window'' is closed. The Board is responsible for implementation of the code. All Directors and the designated employees have confirmed compliance with the code.

BOARD MEETINGS

Five meetings of the Board of Directors were held during the financial year 2017-18. Details of the composition of the Board and its committees and of the meeting held, attendance of the Directors of such meeting and other relevant details are provided in the Corporate Governance Report.

RISK MANAGEMENT POLICY

The composition of the Risk Management Committee is not applicable to your Company. However, the Company has adopted a Risk Management policy in accordance with the provisions of the Act and Regulation 17 (9) of LODR. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS IMPACTING THE GOING CONCERN STAUS/ COMPANY''S OPERATIONS IN FUTURE

No significant, material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company or Company''s operations in future.

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.

Remuneration of KMP and sitting fees paid to Independent Directors are provided in Annexure B i.e. Extract of Annual Return Form No. MGT- 9. There was no employee of the Company except Executive Directors, employed through out the year, who was in receipt of the remuneration exceeding Rs 1.02 Crore per annum.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 (2)(e) of LODR is enclosed as Annexure E and forms part of this report.

INDUSTRIAL RELATIONS

Industrial relations have remained cordial throughout the year in the Company at all of its units.

ENVIRONMENT, HEALTH, SAFETY AND SOCIAL RESPONSIBILITY

Your Company is committed in maintaining the highest standards of environment compliances and therefore adopted a systematic approach towards environment management by embedding a vision of being an Injury Free'' and ''Zero Environment Incident'' organisation. Over the past many years, your Company has been progressing well in terms of reducing injury frequency rates and has improved the safety records.

Your Company is environment-conscious and committed to making a positive contribution to the communities where it operates. The Company has been proactively pursuing measures and reaching out to the communities surrounding the areas of its operations by extending support and lending a helping hand to some very credible social institutions that are committed to address social causes.

Your Company has been certified for Occupation, Health and Safety (OHSAS) 18001:2007 from Bureau Veritas during FY 2016-17, which is valid for upto 01st May, 2019.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION AS WELL AS FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company, thanks to its collaborations and outward looking approach, is constantly absorbing new technology. This is contributing towards both, improving the manufacturing process and improving our reputation with our customers as we bring technology in our products.

Information in respect of Conservation of energy & foreign exchange earnings and outgo is enclosed in Annexure F.

COMPANY''S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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 requisite details as required under Section 134 (3)(e) and Section 178(3) & (4) of the Act are annexed as Annexure G to this report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, IF ANY, DURING THE PERIOD FROM MARCH 31, 2018 TO THE DATE OF THE REPORT

There has been no material change/ commitment affecting the financial position of the Company during the period from the end of the financial year on March 31, 2018 to the date of the Report.

STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

In terms of clause no. 9 of revised SS-1 (Revised Secretarial Standards on Meetings of Board of Directors effective from 01.10.2017), your Directors state that the Company has been compliant to applicable Secretarial Standards during the year under review.

ACKNOWLEDGEMENTS

The Board of Directors express their sincere thanks to all of its Stakeholders, including, inter alia, Suppliers, Vendors, Investors and Bankers and appreciation to all its customers for their consistent, abiding support throughout the year.

Your Company also records its appreciation of the contributions made by employees at all levels. Their commitment, cooperation and support are indeed the backbone of all endeavors of the Company.

The Company would like to acknowledge Government of India, Customs and Excise Departments, Income Tax Department, Industrial & Labour Departments, Government of Gujarat, Government of Haryana, Government of Uttarakhand and other government agencies for the support; the Company has been receiving over the years and is looking forward to their continued support/guidance in times to come.

	For and on behalf of the Board of Directors
	Munjal Auto Industries Limited
	Sudhir Kumar Munjal
Date : May 28,2018	Chairman & Managing Director
Place : Waghodia, Vadodara	DIN : 00084080

ANNEXURE A TO THE BOARD''S REPORT

Annual Report on CSR Initiatives

1. A brief outline of the Company''s CSR policy, including overview of projects or programmes undertaken and a reference to the web-link to the CSR policy and projects or programmes.

The Company has framed a CSR policy in compliance with the provisions of the Companies Act, 2013 and the same is available on the web link http://www.munjalauto.com/pdf/CSR%20Policy.pdf. The CSR policy, interalia, covers the concept (CSR philosophy, snapshot of activities undertaken by the Company and applicability, scope (area/localities to be covered and activities), resources, identification and approval process (resources/fund allocation, identification process and approval process) modalitiesof execution and implementation and monitoring.

2. Composition of the CSR Committee: Mr. Vikram Shah, Chairman

Mr. Naresh Kumar Chawla, Member Mr. Sudhir Kumar Munjal, Member Mrs. Anju Munjal, Member Mr. Anuj Munjal, Member

3. Average net profit of the company for last three financial years Rs 38.27 Crore

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs 76.54 Lacs

5. Details of CSR spent during the financial year:

a) Total amount to be spent for thefinancial year Rs 76.54 Lacs

b) Amount spent: Rs 70.00 Lacs

c) Amount unspent: Rs 6.54 Lacs

d) Manner in which the amount spent during the financial year is detailed below:

1	2	3	4	5	6	7	8
sl. No.	CSR Project or Activity identified	Sector in which the project is covered	Projects or programs (1) Local area or other (2) Specify the state and district where projects or programs was undertaken	Amount outlay (budget) project or programs wise (Rs)	Amount spent on the projects or programs sub-heads (1) Direct Expenditure on projects or programmes (2) Overheads (Rs)	Cumulative expenditure upto the reporting period (Rs)	Amount spent: Direct or through implementing agency*
1	Promoting education for impaired/disabled	Education and employment	Vadodara, Gujarat	2,00,000	2,00,000	2,00,000	Agency:Akshar Trust Vadodara , Gujarat
2	Old age home to look after homeless -abandoned senior citizens	Health Care	New Delhi	5,00,000	5,00,000	5,00,000	Agency: The Earth Saviours Foundation, New Delhi
3	Special Education, medical intervention including preventive health care in Disability/Social Sector	Education and Health care	Vadodara, Gujarat	12,00,000	12,00,000	12,00,000	Agency: Disha Charitable Trust, Vadodara, Gujarat
4	Health improvement	Health Care	Sabar Kaantha, Gujarat	39,00,000	39,00,000	39,00,000	Agency :Vaanprastha Saadhak Aashram, Sabar Kaantha, Gujarat
5	Promoting education to orphans	Education	Kutch Gandhidham, Gujarat	7,00,000	7,00,000	7,00,000	Agency-Arya Samaj Gandhi Dham, Kutch, Gandhidham, Gujarat
6	Assistance to be paid in case of accidents taking place in or outside State & related matters	Chief Minister of Gujarat Relief Fund	India	5,00,000	5,00,000	5,00,000	Agency: Revenue Department, Government of India.
	Total			70,00,000	70,00,000	70,00,000

6. The Company was in a process to recognize the appropriate CSR project for spending on the CSR expenditure to contribute towards the society and hence the Company could spend only to the extent of Rs 70 lacs and could not spend Rs 6.54 lacs out of Rs 76.54 lacs to be spent towards CSR expenditure.

7. Responsibility Statement

CSRcommittee confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and policy of the Company.

Place :	Waghodia, Vadodara	Vikram Shah	Sudhir Kumar Munjal
Date	: May 28,2018	Chairman-CSR Committee	Chairman & Managing Director
		DIN: 00007914	DIN: 00084080

ANNEXURE B TO BOARD''S REPORT

FORM NO. MGT.9

EXTRACT OF ANNUAL RETURN as on the financial year ended on 31.03.2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i)	CIN	L34100GJ1985PLC007958
ii)	Registration Date	12-07-1985
iii)	Name of the Company	Munjal Auto Industries Limited
iv)	Category / Sub-Category of the Company	Company Limited by shares
v)	Address of the Registered office and contact details	187, GIDC Industrial Estate, Waghodia, Vadodara - 391760 Tel. No. (02668) 262421-22, Fax No. (02668) 262427
vi)	Whether listed Company Yes / No	Yes
	Name, Address and Contact details of Registrar and Transfer Agent, if any	MCS Share Transfer Agent Limited,
vii)		1st Floor, Neelam Apartment,88, Sampatrao Colony,
		Above Chappanbhog Sweet, Alkapuri, Vadodara- 390 007
		Tel.: (0265) 2314757; Fax: (0265) 2341639
		E-mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

SI.	Name and Description of main products / services	NIC Code of the	% to total turn over
No.		Product /service	of the Company
1	Manufacture of Diverse Parts And Accessories For Motor Vehicles	29301	93%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Name and Address of the Company

CIN

HOLDING/ ASSOCIATE

%of shares held

Applicable Section

Thakurdevi Investments Private Limited, Hero Nagar, G. T Road, Ludhiana-141003

U65921PB1979PTC004044

Holding Company

74.81%

2(87)(ii)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding
Category of Shareholders	No. of Shares held at the beginning of the year (Ason31-March-2017)					Mo. of Shares held at the end of the year (Ason31-March-2018)			% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change during the year
A. Promoters
(1) Indian
a) Individual/ HUF	-	-	-	-	-	-	-	-	-
b) Central Govt	-	-	-	-	-	-	-	-	-
c) State Govt (s)	-	-	-	-	-	-	-	-	-
d) Bodies Corp.	3,74,03,225	-	3,74,03,225	74.81	7,48,06,450	-	7,48,06,450	74.81	0.00
e) Banks/FI	-
f) Any Other..	-
Sub-total (A) (1):-	3,74,03,225	-	3,74,03,225	74.81	7,48,06,450	-	7,48,06,450	74.81	0.00

Category of Shareholders	No. of Shares held at the beginning of the year (Ason31-March-2017)					to. of Shares held at the end of the year (Ason31-March-2018)			% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change during the year
(2) Foreign
a) NRIs - Individuals	.	.	.	.	.	.	.	.	.
b) Other - Individuals		-	-	-	-	-	-	-	-
c) Bodies Corp.		-	-	-	-	-	-	-	-
d) Banks / Fl	-	-	-	-	-	-	-	-	-
e) Any Other....	-	-	-	-	-	-	-	-	-
Sub-total (A) (2):-	-	-	-	-	-	-	-	-	-
Total shareholding	3,74,03,225		3,74,03,225	74.81	7,48,06,450		7,48,06,450	74.81
shareholding of Promoter (A)=(A)(1HA)(2)
B. Public Shareholding
B. Public Shareholding
1. Institutions
a) Mutual Funds	24,828	500	25,328	0.05	51,511	1,000	52,511	0.05	-
b) Banks/FI	14,436	24,955	39,391	0.08	20,155	48,910	69,065	0.07 "	1
c) Central Govt		24,955	39,391	0.08	20,155		69,065	0.07 "	1
d) State Govt(s)								-	- I
e) Venture Capital Funds	-	-	-	-	-	-	-	-	-
f) Insurance Companies g) Flls / FPIs	-	-	-	-	29,783	-	29,783	0.03	0.03
f) Insurance Companies g) Flls / FPIs	-	-	-	-	-	-	29,783	0.03	0.03
h) Foreign Venture	-	-	-	-	-	-	-	-	-
Capital Funds
i) Others (specify)	-	25,455	64,719	0.13	1,01,449	-	1,51,359	0.15	;
Sub-total (B)(1):-	39,264	25,455	64,719	0.13	1,01,449	49,910	1,51,359	0.15	;
2. Non-Institutions
a) Bodies Corp.
i) Indian	12,01,951	29,500	12,31,451	2.46	23,88,932	50,000	24,38,932	2.44	-0.02
ii) Overseas	-	-	-	-	-	-	-	-	-
b) Individuals	80,42,760					18,37,762
i) Individual shareholders	80,42,760	12,62,815	93,05,575	18.61	1,57,14,992	18,37,762	1,75,52,754	17.55	-1.06
holding nominal share capital upto Rs 1 lakh
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh	11,19,627		11,19,627	2.24	26,11,641		26,11,641	2.61	0.37
c) Others (specify)	-	-	-	-	-	-	-	-	-
Non Resident Indians	2,44,216	27,000	2,71,216	0.54	6,50,397	13,500	6,63,897	0.66	0.12
HUF	6,01,787 2,400	-	6,01,787 2,400	1.20 0.005	11,44,497 7,900 6,22,570	-	11,44,497 7,900 6,22,570	1.14 0.01 0.62	-0.06 0.005 0.62
Trust	6,01,787 2,400	-	6,01,787 2,400	1.20 0.005		-
IEPFA	I		.	.		-
Sub-Total (B)(2):-	1,12,12,741 13,19,315		1,25,32,056	25.06	2,31,40,929	19,01,262	2,50,42,191	25.04	.
Total Public Shareholding (B)=(B)(1HB)(2)	1,12,52,005 13,44,770		1,25,96,775	25.19	2,32,42,378	19,51,172	2,51,93,550	25.19	.
Total Public Shareholding (B)=(B)(1HB)(2)	\|
C. SHARES HELD BY CUSTODIAN FOR GDRS & ADRS	4,86,55,230,13,44,770,5,00,00,000, 100 ,9,80,48,828						10,00,00,000, 100 , -
Grand Total (A B C)	4,86,55,230,13,44,770,5,00,00,000, 100 ,9,80,48,828					19,51,172	10,00,00,000, 100 , -

(ih Shareholdina of Promoters

No.

Shareholder''s Name

Shareholding at the beginning of the year (As on 01. 04.201 7)

Share holding at the end of the year (As on 31. 03.201 8)

% change in share holding during the year

Thakurdevi Investments Private Limited

No. of Shares

3,74,03,225

%of total Shares of the company

74.81%

% of Shares Pledged/ encumbered to total shares

NIL

No. of Shares

7,48,06,450

%of total Shares of the company

74.81%

% of Shares Pledged/ encumbered to total shares

NIL ,

NIL

Total

3,74,03,225

74.81%

NIL

7,48,06,450

74.81%

NIL

(iii) Change in Promoters'' Shareholding (please specify, if there is no change)

S. No.		Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	At the beginning of the year	3,74,03,225	74.81%	3,74,03,225	74.81%
2	Increase in holding of Promoters by issue of Bonus Shares as on July 13, 2017	NIL	Nil	3,74,03,225	Nil
3	At the End of the year	3,74,03,225	74.81%	7,48,06,450	74.81%

Shareholding of Directors and Key Managerial Personnel S. Shareholding at the Cumulative Shareholding No. beginning of the year during the year
	Shareholding of each Directors and KMP At the beginning of the year	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1 2	Mrs. Anju Munjal, WTD	311	0.0006	311	0.0006
1 2	Mr. Naresh Kumar Chawla, Director	250	0.0005	250	0.0005
	Increase in holding of Directors and Key Managerial Personnel by issue of Bonus Shares as on July 13, 2017:
1	Mrs. Anju Munjal, WTD	311	0.0006	311	0.0006
2	Mr. Naresh Kumar Chawla, Director	250	0.0005	250	0.0005
1	At the End of the year
1	Mrs. Anju Munjal, WTD	622	0.0006 0.0005	622	0.0006
2	Mr. Naresh Kumar Chawla, Director	500	0.0006 0.0005	500	0.0005

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Indebtedness at the beginning of the financial year (01. 04.201 7)		Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
i)	Principal Amount	44,42,29,392	-	-	44,42,29,392
ii)	Interest due but not paid	-	-	-	-
iii)	Interest accrued but not due	39,17,690	-	-	39,17,690

	Total (i ii iii)	44,81,47,082	-		! 44,81,47,082
Change in Indebtedness during the financial year					I
	Addition	-	-	-	-
	Reduction	15,79,96,929	-	-	15,79,96,929
	Net Change	15,79,96,929	-	-	15,79,96,929
Ind fine	ebtedness at the end of the ncial year (31. 03.201 8)
i)	Principal Amount	28,76,53,915	-	-	28,76,53,915
ii)	Interest due but not paid	-	-	-	-
iii)	Interest accrued but not due	24,96,238	-	-	24,96,238
	Total (i ii iii)	29,01,50,153		i	29,01,50,153 i i

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

s.	Particulars of Remuneration	Name of MD/WTD/ Manager			(Rs In Lacs)
No 1.	Gross salary	Mr. Sudhir Kumar Munjal - CMD	Mrs. Anju Munjal -WTD	Mr. Anuj Munjal -WTD	Total Amount
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	238.28	168.80	207.97	615.05
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	1.72	41.20	2.03	44.95
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	_	_	-	-
2.	Stock Option	-	-	-	-
3.	Sweat Equity	-	-	-	-
4.	Commission
	as % of profit	-	-	-	-
	others, specify...	-	-	-	-
5.	Others, please specify
	a) Company''s contribution to the provident Fund	14.40	12.60	12.60	39.60
	b) Company''s contribution to Superannuation scheme	12.00	10.50	10.50	33.00
	c) Gratuity	5.77	5.05	5.05	15.87
	Total (A)	272.17	238.15	238.15	748.47
	Ceiling as per the Act				748.47 ,

Remuneration to other Directors

Rs In Lacs)

Particulars of Remuneration No.

Name of Directors

Independent Directors

Mr. Vikram

Mr. Naresh

Mr. Mahendra

Mr. Ramkisan

Mr. Sudesh

Mr. Jal Ratanshaw

Total Amount

Shah

Kumar Chawla

Sanghvi

Devidayal

Kumar Duggal

Patel

Fee for attending Board/ Board committee meetings

4.72

3.40

3.60

3.80

2.20

1.40

19.12

Commission

Others, please specify

Total (1)

4.72

3.40

3.60

3.80

2.20

1.40

19.12

4. Other Non-Executive Directors

Fee for attending board committee meetings

Commission

Others, please specify

Total (2)

Total (B) = (1 2)

4.72

3.40

3.60

3.80

2.20

1.40

19.12

Total Managerial Remuneration

4.72

3.40

3.60

3.80

2.20

1.40

19.12

Overall Ceiling as per the Act

19.12 |

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD

(Rs In Lacs)

s.	Particulars of Remuneration	Key Managerial Personnel
No 1.	Gross salary	CEO	Company Secretary	CFO	Total
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961		17.36	44.91	62.27
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	-	-	-
2.	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	-	-	-	-
3.	Stock Option	-	-	-	-
	Sweat Equity	-	-	-	-
4.	Commission
	as % of profit	-	-	-	-
	others, specify...	-	-	-	-
5.	Others, please specify
	a) Company''s contribution to the provident Fund	-	0.86	2.36	3.22
	b) Company''s contribution to Superannuation Fund	-	0.71	1.96	2.67
	c) Gratuity	-	0.35	0.95	1.30
	Total	-	19.28	50.18	69.46

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type A. COMPANY	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority [RD/NCLT/ COURT]	Appeal made, if any (give Details)
Penalty	-	-	-	-	-
Punishment	-	-	None	-	-
Compounding	-	-	-	-	-
B. DIRECTORS
Penalty	-	-	-	-	-
Punishment	-	-	None	-	-
Compounding	-	-	-	-	-
C. OTHER OFFICERS IN DEFAULT
Penalty	-	-	-	-	-
Punishment	-	-	None	-	-
Compounding	-	-	-	-	-

	For and on behalf of the Board of Directors
Date : May 28, 2018	Sudhir Kumar Munjal
Place : Waghodia, Vadodara	Chairman & Managing Director
	DIN: 00084080

ANNEXURE D TO THE BOARD''S REPORT

Details as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

S.N.	Particulars
		Executive Director
i.	The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year	CMD	WTD	WTD
		101	88	88
		X	I	X
ii	The % increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manger, if any of the Financial Year	Executive Directors			KMPs
		CMD 29.90%	WTD 24.79%	WTD 25.66% ''	CFO CS 0.09% 12.09%
iii	The % increase in the median remuneration of employees in the financial year			9.53%
iv.	The number of permanent employees on the rolls of Company		1168
v	The explanation on the relationship between average increase in remuneration and Company performance	Annual Increase in remuneration is based on the remuneration policy for different grades, industry pattern, qualifications and experience, responsibilities shouldered and individual performance of the Key Managerial personnel & other employees and also performance of the Company.
vii	Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company
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 over 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	Market Capitalization PE Ratio Last Public Offer		2017-18 ? 713.00 C 17.14 NA	2016-17 r. Rs 504.00 Cr. 15.87 NA
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	% Increase in		2017-18	Justification/ Remarks
		Salaries of Employees		15.15%
		Managerial Remuneration		26.88%
ix.	Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company	Particulars		% of Net Sales for F.Y 201 7-1 8
		CMD		0.26%
		WTD			0.23%
		WTD			0.23%
		CFO			0.05%
		CS			0.02%
X	The key parameters for any variable component of remuneration availed by the Directors	Key parameters of Whole time Directors'' variable remuneration includes components like incentive on growth of top-line and growth in profitability.
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.	Remuneration is as per the remuneration policy of the Company.

ANNEXURE CTO THE BOARD''S REPORT

SECRETARIAL AUDIT REPORT

Form No. MR-3 FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Munjal Auto Industries Ltd,

187, GIDC Industrial Estate

Waghodia

Dist: Baroda-391760

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices bythe Company. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of MUNJALAUTO INDUSTRIES LIMITED''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minutes books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (''the Act'') and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) Having regard to the products, processes and locations of the Company as also having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test check basis, we further report that the Company has complied with the following laws applicable specifically to the Company:

1. The Environment (Protection) Act, 1986

2. The Air (Prevention And Control of Pollution) Act, 1981

3. The Water (Prevention and Control of Pollution) Act, 1974

4. The Hazardous Wastes (Management and Handling and Trans-boundary Movement) Rules, 1989

5. Indian Boiler Regulations Act, 1950

6. The Static and Mobile Pressure Vessels (unfired) Rules, 1981 [SMPV(U) Rules]

7. Indian Explosives Act, 1884

We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Ltd. and National Stock Exchange of India Ltd. including The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (''LODR'').

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members'' views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report (by way of information) that during the audit period:

(a) The Company has issued Bonus shares of Rs 2/- each fully paid up for every one Equity Share of Rs 2/- each fully paid up as on the record date July 12, 2017 aggregating to 5,00,00,000 Equity Shares of Rs 10,00,00,000 to the members of the Company pursuant to the approval granted by the members of the company at their 32nd Annual General Meeting during the period under review.

(b) The Company has not issued any Debt bearing securities during the period under review and accordingly

The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2009 were not applicable.

(c) The Company has not issued any stock options to the employees and accordingly. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 were not applicable.

(d) The Company has neither got delisted Equity Shares nor bought back any security of the Company and accordingly

The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and The Securities and Exchange Board of India (Buyback of Securities ) Regulations, 1998 were not applicable during the audit period.

(e) Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India mandatorily applicable during the audit period were complied with.

	For Devesh Vimal & Co.
	Practising Company Secretaries
Date : May 25, 2018	CS Devesh A. Pathak
Place : Vadodara	Partner
	PCS: 4559
	CP No. 2306

Mar 31, 2017

BOARDâS REPORT

The Members

Munjal Auto Industries Limited

The Directors have pleasure in presenting the Company''s 32^nd Annual Report together with the Audited Financial Statements for the year ended March 31, 2017.

FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2017 is summarized below: -

(Rs. in Lacs)

Year ended March 31	2016-2017	2015-2016
Sales & Other Income	93289.78	97162.76
Profit before Finance Cost & Depreciation	6370.29	4931.18
Depreciation	(1741.27)	(1666.10)
Finance Cost	(547.63)	(794.29)
Profit before Taxation	4081.39	2470.79
Provision for Taxation (Deferred &Current)	(904.72)	(463.18)
Profit after Tax	3176.66	2007.61
Surplus brought Forward	18008.12	16843.02
Surplus carried to Balance Sheet	21184.78	18850.63

DIVIDEND

Your Directors have pleasure to recommend a final dividend of 100%

i.e. Rs. 2/- on equity share of Rs. 2/- each for the fiscal year ended 31^st March, 2017. The dividend, if approved by the Members in the ensuing Annual General Meeting, would absorb Rs.1000 lacs exclusive of Dividend Distribution Tax (Rs.700 lacs for Interim Dividend for FY 15-16) out of the distributable profits available.

The Register of Members and Share Transfer Books will remain closed from June 26, 2017 to June 30, 2017 (both days inclusive).

PERFORMANCE

The Company was able to maintain sales turnover of Rs. 922.50 Crore during the year. Profit before tax and profit after tax were Rs. 40.81 Crores and Rs. 31.77 Crores respectively during the year as against Rs. 24.71 Crores and Rs. 20.08 Crores respectively in the previous year.

Your Company''s sales are marginally down this year mainly due to impact of demonetization on the customer industry.

CAPACITY UTILIZATION & PLANT OPERATIONS

All four units of the Company at Waghodia in Gujarat, Bawal as well as Dharuhera in Haryana and Haridwar in Uttarakhand are running well and continue to operate at a satisfactory level of efficiency.

NO CHANGE IN SHARE CAPITAL

The paid up equity capital as on March 31, 2017 stands at Rs. 10 Crore consisting of 5 Crore Equity Shares of Rs.2/- each with no change as compared to previous year.

ISSUE OF BONUS SHARES

Your Directors at their meeting held on 22^nd May, 2017 have recommended a Bonus Issue of shares in the ratio of one fully paid up Bonus Equity share of Rs. 2/- each for every one fully paid up equity share of Rs.2/- each as on the record date to be determined. The Bonus Issue is subject to the approval of members at the ensuing Annual General Meeting.

APPOINTMENT/ CESSATION OF DIRECTORS OR KMP

In terms of section 152 and other applicable provisions, if any, of the Companies Act, 2013 (''the Act''), Mr. Anuj Munjal retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

Your Board recommends re-appointment of Mr. Anuj Munjal, retiring at the forthcoming AGM of Company in terms Section 152 of the Act, who in opinion of the Board fulfills the conditions for reappointment specified in the Act and rules made there under.

BOARD EVALUATION

Pursuant to Section 134(3)(p) and other applicable provisions, if any, of the Act and Regulation 17(10) and other applicable regulations, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''LODR''), the performance of the Board as a whole and individual Directors was evaluated by the Board seeking relevant inputs from all the Directors. The Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Directors. A separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairperson of the Company.

The performance of the Board as a whole and even Directors individually was found to be satisfactory.

QUALITY

FINANCE

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the LODR forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY

The Company was in a process to recognize the appropriate CSR project for spending on the CSR expenditure to contribute towards the society and hence the Company could spend only Rs. 66.30 lacs out of Rs. 82.46 lacs to be spent towards CSR expenditure and could not spend Rs. 15.96 lacs in terms of Section 135 of the Act.

The requisite details (in a matrix form) on CSR activities pursuant to Section 135 of the Act and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed as Annexure A to this Report.

POLICY RELATING TO ANTI SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy to treat women employees with dignity and no discrimination against them plus zero tolerance towards any sexual abuse to abide by letter and spirit requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under and redressal of complaints of sexual harassment at work place. All employees (permanent, contractual, temporary and trainees) are supposed to adhere to and conduct themselves as prescribed in this Policy. During the year under review no complaint was reported to the Board.

DEPOSITS

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS

The Company has not given any guarantees or securities within the meaning of the provisions of section 186 of the Act.

However, the aggregate of loans and advances granted, as also investments made, if any are within the limits of Section 186 of the Act.

STATEMENT ON THE DECLARATION GIVEN BY INDEPENDENT DIRECTORS PURSUANT TO SECTION 149(6) OF THE ACT

DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

d) The Directors have prepared the annual accounts on a going concern basis;

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188 OF THE COMPANIES ACT, 2013

There were no related party transactions entered into during the financial year within the meaning of section 188 of Companies Act, 2013.

HOLDING / SUBSIDIAY / ASSOCIATE / JOINT VENTURE COMPANY

Thakur Devi Investments Private Limited is a holding company of the Company, holding 74.81% Equity Share Capital of the Company. Neither the Company has any subsidiary/associate/joint venture Company nor any other Company has become subsidiary/Associate/ Joint Venture Company of the Company during the year.

AUDIT COMMITTEE RECOMMENDATIONS

INTERNAL FINANCIAL CONTROL

INSURANCE

Your Company''s assets are adequately insured against multiple risks from fire, riot, earthquake, terrorism and other risks, which are considered necessary by the Management.

As an additional coverage, a Public Liability Insurance Policy is also in place which it has been taken to cover public liability/ties, if any, arising out of any industrial accidents. We have also covered the Directors'' and Officers'' liability under the Act to meet with any eventuality.

RATINGS FOR BORROWING

ICRA, the rating agency has reaffirmed AA- with stable outlook for the long term ratings for bank facilities and A1 the short term rating for short term bank facilities and commercial paper of your Company vide letter dated July 01,2016. The aforesaid rating are valid till June 29, 2017.

AUDITORS

Statutory Auditors

The auditors, Vakil, Jain & Hindocha, Chartered Accountants, retire at the ensuing Annual General Meeting. Pursuant to Section 139 of the Act read with the Companies (Audit and Auditors) Rules,2014 and in line with recommendation made by Audit Committee, the Board of Directors, has recommended appointment of K C Mehta & Co., Chartered Accountants, Vadodara as Auditors in place of Vakil Jain & Hindocha, Chartered Accountant to the members in forthcoming Annual General Meeting. They have furnished their consent and requisite certificate pursuant to the Act in respect of their proposed appointment.

Internal Auditors

M/s Mukund & Rohit, Chartered Accountants, Vadodara, have been appointed as Internal Auditors of the Company in terms of Section 138 of the Companies Act, 2013 and rules and regulations, made thereunder, for the Financial Year 2017-18 by the Board of Directors, upon recommendation of the Audit Committee.

Secretarial Auditors

Pursuant to provisions of section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Devesh Vimal & Co., Company Secretaries in practice to undertake the Secretarial Audit of the Company for FY 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as Annexure C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXPLANATIONS/COMMENTS ON STATUTORY AUDITORSâ REPORT & SECRETARIAL AUDITORSâ REPORT

Neither the Statutory Auditors nor the Secretarial Auditors of the Company, in their respective reports have made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/comments thereon are required to be furnished.

AUDIT COMMITTEE

The composition of the Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of lOdR. The Chairman of the Audit Committee is an Independent Director. The Audit Committee of the Board provides reassurance to the Board on the existence of an effective internal control environment that ensures the efficiency and effectiveness of the operations of the Company and safeguarding of assets and adequacy of provisions for all liabilities. The details of meetings and their attendance are included in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee (NRC) is in line with the Section 178 of the Act read with Regulation 19 of LODR. The Committee determines overall Company''s Policy on remuneration packages and other terms and conditions of the appointment of the Executive Directors and senior management of the Company as well as sitting fees to the Non Executive Directors of the Company. It also approves payment of remuneration to Managing Director and Whole Time Directors as decided by the members of the Company and recommends to the Board of Directors for their consideration and approval. The details of meetings and their attendance are included in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee (SRC) is in line with the Section 178 of the Act read with Regulation 20 of LODR. The Committee looks after the stakeholders grievances and redressal of investors'' complaints related to transfer of shares, non receipt of balance sheet, non receipt of dividend etc. The details of meetings and their attendance are included in Corporate Governance Report.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT-9 is annexed herewith as Annexure B.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct, which is applicable to the members of the Board and all employees in the course of day to day business operations of the Company. The code laid down by the Board is known as âcode of business conductâ which forms an Appendix to the Code.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management personnel are being provided appropriate training in this regard.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with SEBI (Prohibition & Insider Trading) Regulation, 2015 with a view to regulating trading in securities by the Directors and designated employees of the Company The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of shares of the Company by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the ''Trading Window'' is closed. The Board is responsible for implementation of the code. All Directors and the designated employees have confirmed compliance with the code.

BOARD MEETINGS

Four meetings of the Board of Directors were held during the year. Details of the composition of the Board and its committees and of the meeting held, attendance of the Directors of such meeting and other relevant details are provided in the Corporate Governance Report.

RISK MANAGEMENT POLICY

The composition of the Risk Management Committee is not applicable to your Company However, the Company has adopted a Risk Management policy in accordance with the provisions of the Act and Regulation 17(9) of LODR. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS/ COMPANYâS OPERATIONS IN FUTURE

No significant, material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company or Company''s operations in future.

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

Remuneration of KMP and Sitting fees paid to Independent Directors are provided in Annexure D i.e. Extract of Annual Return Form No. MGT-9. There was no employee of the Company except Executive Directors, employed throughout the year, who was in receipt of the remuneration exceeding Rs. 60 Lacs per annual.

MANAGEMEMNT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of LODR is enclosed as Annexure E and forms part of this report.

INDUSTRIAL RELATIONS

Industrial relations have remained cordial throughout the year in the Company at its all units.

ENVIRONMENT, HEALTH, SAFETY AND SOCIAL RESPONSIBILITY

Your Company is committed in maintaining the highest standards of environment compliances and therefore has adopted a systematic approach towards environment management by embedding a vision of being an ''Injury Free'' and ''Zero Environment Incident'' organization. Over the past many years, your Company has been progressing well in terms of reducing injury frequency rates and has improved the safety records.

Your Company has been certified for Occupation, Health and Safety (0HSAS)18001:2007 from Bureau Veritas during FY 2012-13, which is valid for three years. Your Company is committed to safety and occupational health as well as compliance with applicable safety and occupational health legislation, regulations and other requirements. All incidents/ accidents are investigated and analyzed to prevent reoccurrence and improve upon safety record.

CONSERVATION OF ENERGY/ TECHNOLOGY ABSORPTION AS WELL AS FOREIGN EXCHANGE EARNINGS ANDOUTGO

Information in respect of Conservation of energy & foreign exchange earnings and outgo is enclosed in Annexure F.

COMPANYâS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee in place a policy for selection and appointment of Directors, Senior Management and their remuneration.

The requisite details as required under Section 134(3)(e) and Section 178(3) &(4) of the Act are annexed as Annexure G to this report.

MATERIAL CHANGESAND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, IF ANY, DURING THE PERIOD FROM 31^st MARCH, 2017 TO THE DATE OF THE REPORT

There has been no material change/ commitment affecting the financial position of the Company during the period from the end of the financial year on 31^st March, 2017 to the date of the Report.

ACKNOWLEDGEMENTS

The Company would like to thank all of its Stakeholders, including, inter alia, Suppliers, Vendors, Investors and Bankers and appreciation to all its customers for their consistent, abiding support throughout the year.

Your Company also records its appreciation of the contributions made by employees at all levels. Their commitment, cooperation and support are indeed the backbone of all endeavors of the Company.

For and on behalf of the Board Munjal Auto Industries Limited

Sudhir Kumar Munjal

Date : May 22,2017 Chairman & Managing Director

Place : Gurugram DIN : 00084080

Mar 31, 2015

Dear Members

The Directors are pleased to present Company''s 30th Annual Report and audited financial statements for the year ended March 31, 2015.

FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2015 is summarized below:-

(Rs. in Lacs)

Year ended March 31, 2014-2015 2013-2014

Sales & Other Income 97277.31 89192.42

Profit before Finance Cost & Depreciation 7275.87 6785.00

Depreciation 1483.54 1244.86

Finance Cost 863.23 601.48

Profit before Taxation 4929.10 4938.66

Provision for Taxation (Deferred &Current) 1125.96 172.88

Profit after Taxation 3803.14 4765.78

Profit available for Appropriations 3803.14 4765.78 Appropriations

Proposed Dividend on Equity Shares 1250.00 1250.00

Tax on Dividend 254.47 212.44

Transfer to General Reserve - 476.58

Profit remaining after Appropriation 2298.67 2826.76

DIVIDEND

Your Directors have pleasure to recommend a dividend of 125% i.e. Rs.2.50/- on equity share of face value of Rs. 2/- each for the fiscal year ended 31st March, 2015. The dividend, if approved by the Members in the ensuing Annual General Meeting, would absorb Rs.1504.47 lacs including dividend distribution tax (Rs. 1,462.43 lacs previous year) out of the distributable profits available.

APPROPRIATIONS

After setting aside amount of Rs.1504.47 lacs towards dividend including dividend distribution tax and after transferring an amount of Rs. Nil (Rs. 476.58 lacs previous year) to General Reserve, the balance amount of Rs.2059.87 lacs (Rs. 2,826.76 lacs previous year) is being retained in the Profit and Loss Account.

PERFORMANCE

The Company has achieved sales turnover of Rs. 961.42 Crore registering a modest growth of 9.08% per cent. Profit before tax is Rs.49.29 Crore and profit after tax at Rs. 38.03 Crore during the year as against Rs. 49.39 Crore and Rs. 47.66 Crore respectively in the previous year. Considering the overall sluggish conditions in Indian Economy and in auto sector, the operating numbers can be deemed as satisfactory.

CAPACITY UTILIZATION & PLANT OPERATIONS

All four units of the Company at Waghodia in Gujarat, Bawal as well as Dharuhera both in Haryana and Haridwar in Uttarakhand are running well and continue to operate at a satisfactory level of efficiency.

SHARE CAPITAL

The paid up equity capital as on March 31, 2015 stands at Rs. 10 Crore consisting of 5 Crore Equity Shares of Rs.2/- each. During the year under review, the Company has not issued any bonus shares, additional equity shares, any right shares with differential voting rights nor granted any stock options or issued any sweat equity shares.

APPOINTMENT/ CESSATION OF DIRECTORS

In terms of section 152 of Companies Act, 2013 and the applicable provisions therein, one-third of the retiring Directors (other than independent directors who are non retiring) shall retire by rotation, and if eligible, may offer themselves for re-election at the Annual General Meeting of the Shareholders. Accordingly, Mr. Sudhir Kumar Munjal retires by rotation at this Annual General Meeting and being eligible, offers himself for reelection.

Your Board recommends re-appointment of Mr. Sudhir Kumar Munjal, retiring at the forthcoming AGM of Company in terms Section 152 of Companies Act, 2013, who in opinion of the Board fulfills the conditions for reappointment specified in the Act and rules made thereunder.

Shri Satyanand ji Munjal, chairman of the Company has resigned, due to advanced age, from the directorship of the Company w.e.f. February 02, 2015. The Board of Directors, while wishing him a healthy, long life, takes on record the invaluable guidance provided by Shri Satyanand ji Munjal since inception of the Company. His guiding principles have laid the path of good governance in steering affairs of the Company all these years and his foundational values taking care of interests of all stakeholders in the company will continue to be a good legacy. Shri Sudhir Kumar Munjal has been appointed as Chairman & Managing Director of the Company w.e.f. March 28, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance of the Board and individual Directors was evaluated by the Board seeking relevant inputs from all the Directors. The Nomination and Remuneration committee (NRC) reviewed the performance of the individual Director. A separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chair-person of the Company.

QUALITY

Your Company is focusing on quality, right from new product development stage such as design of processes, manufacturing of tools, fixtures & dies so as to ensure quality output on a sustainable basis. This attribute of your Company has enabled it remain a consistent quality producer over the years.

FINANCE AND ACCOUNTS

Your Company continued to focus on operational improvement. Continuing focus on managing optimal levels of inventory, sound business performance, operating efficiencies in various segments of business and cost saving drive across the organization have helped it generate decent cash flow from operations, notwithstanding headwinds blowing in automobile sector and sluggish macro-economic environ throughout the year.

Your Company was able to raise the short-term/long term funds needed for its working capital related requirements & term loans for new capital expenditure at reasonable rates. Your Company continues to enjoy excellent credit ratings for both long and short tenure borrowings and maintains impeccable debt-servicing track record, which helps it retain excellent rapport with all of its bankers.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The amount required to be spent on CSR activities during the year under report in accordance with the provisions of section 135 of the Act is Rs. 92.94 lacs and the Company has spent Rs. 37.99 lacs during the current financial year. The shortfall in the spend during the year under report is intended to be utilized in phased manner in future, upon identification of suitable projects/programmes within the Company''s CSR Policy.

The requisite details on CSR activities pursuant to Section 135 of the Act and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed as Annexure A to this Report.

FIXED DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS

The Company has not given any guarantees or securities covered under the provisions of section 186 of the Companies Act, 2013 (''the Act'').

However, the aggregate of loans and advances granted as also investments are within the limits of Section 186 of the Act.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS PURSUANT TO SECTION 149(6) OF THE ACT

The Company has received declaration from all independent directors of the Company to the effect that they meet criteria of independence as stipulated u/s 149(6) of the Act and Clause 49 of the listing agreement.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

c) The directors have 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 have prepared the annual accounts on a going concern basis; and

e) The directors, have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively;

PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188 OF THE COMPANIES ACT, 2013

There were no related party transactions entered into during the financial year under section 188 of Companies Act, 2013.

HOLDING COMPANY

Thakur Devi Investments Private Limited is a holding company of the Company holding 74.81% Equity Share Capital of the Company.

AUDIT COMMITTEE RECOMMENDATIONS

During the year, The Board has accepted all recommendations of Audit Committee and accordingly no disclosure is required to be made in respect of no acceptance of the recommendation of the Audit Committee by the Board.

RATINGS FOR BORROWING

ICRA, the rating agency has reaffirmed AA- with stable outlook for the long term ratings for bank facilities and A1 the short term rating for short term bank facilities and commercial paper of your Company.

AUDITORS

The auditors, M/s. VAKIL, JAIN & HINDOCHA, Chartered Accountants, retire at the ensuing Annual General Meeting. They have furnished their consent and requisite certificate pursuant to the Companies Act, 2013 in respect of their proposed reappointment.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT-9 is annexed herewith as Annexure B.

EXPLANATION/ COMMENTS ON QUALIFICATION/ RESERVATION/ ADVERSE REMARK/ DISCLAIMER BY THE AUDITORS, IF ANY

Since there was no qualification/ reservation/ adverse remark/ disclaimer either by the Auditors or Secretarial Auditors in their respective report, no explanation/ comment is offered.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management have been given appropriate training in this regard.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a vigil mechanism/whistle blower policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider Trading) Regulation 1992 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the ''Trading Window'' is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

BOARD MEETINGS

Five meetings of the Board of Directors were held during the year. Details of the composition of the Board and its committees and of the meeting held, attendance of the directors of such meeting and other relevant details are provided in the Corporate Governance Report.

SECRETARIAL AUDITOR

Pursuant to 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 Devesh Vimal & Co., Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management policy in accordance with the provision of Companies Act 2013 and Clause 49 of Listing Agreement. It established various level of accountability and overview within the company, while vesting identified manager with responsibility for each significant risk.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS/ COMPANY''S OPERATIONS IN FUTURE

No significant/ material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company or company''s operations in future.

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. Remuneration of KMP and Sitting fees paid to Independent Directors are provided in Annexure B i.e. Extract of Annual Return Form No. MGT-9. There was no employee of the Company except Executive Directors employed through out the year who was in receipt of the remuneration exceeding Rs. 60 Lacs per annuam.

MANAGEMEMNT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is enclosed as per Annexure D and forms part of this report.

INDUSTRIAL RELATIONS

Industrial relations have remained cordial throughout the year in the Company at all of its units.

ENVIRONMENT, HEALTH, SAFETYAND SOCIAL RESPONSIBILITY

Your Company is committed in maintaining the highest standards of environment compliances and therefore adopted a systematic approach towards environment management by embedding a vision of being an ''Injury Free'' and ''Zero Environment Incident'' organisation. Over the past many years, your Company has been progressing well in terms of reducing injury frequency rates and has improved the safety records.

Your Company is environment-conscious and committed to making a positive contribution to the communities where it operates. The Company has been proactively pursuing measures and reaching out to the communities surrounding the areas of its operations by extending support and lending a helping hand to some very credible social institutions that are committed to address social causes.

Your Company has been certified for Occupation, Health and Safety (OHSAS)18001:2007 from Bureau Veritas during FY 2012-13, which is valid for three years. Your Company is committed for safety and occupational health & compliance with applicable safety and occupational health legislation, regulations and other requirements. All incidents/ accidents are investigated and analysed to prevent reoccurrence and improve upon safety record.

CONSERVATION OF ENERGY/ TECHNOLOGY ABSORPTION AS WELL AS FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not imported any foreign technology and hence, the company does not have any information to offer in respect of Technology absorption. However, information in respect of Conservation of energy & foreign exchange earnings and outgo is enclosed in Annexure E.

COMPANY''S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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 requisite details as required under Section 134(3)(e), Section 178(3) & (4) and Clause 49 of the Listing Agreement are annexed as Annexure F to this report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, IF ANY, DURING THE PERIOD FROM 31st MARCH, 2015 TO THE DATE OF THE REPORT

There has no material change/ commitment affecting the financial position of the Company during the period from the end of the financial year on 31st March, 2015 to the date of the Report.

ACKNOWLEDGEMENTS

The Company would like to thank all of its Stakeholders, including inter alia Suppliers, Vendors, Investors and Bankers and appreciation to all its customers for their consistent, abiding support throughout the year.

Your Company also records its appreciation of the contributions made by employees at all levels. Their commitment, cooperation and support are indeed the backbone of all endeavors of the Company.

The Company would like to acknowledge Government of India, Customs and Excise Departments, Income Tax Department, Industrial & Labour Departments, Government of Gujarat, Government of Haryana, Government of Uttarakhand and other government agencies for the support; the Company has been receiving over the years and is looking forward to their continued support/guidance in times to come.

For and on behalf of the Board Munjal Auto Industries Limited

Date : 29th May, 2015 Sudhir Kumar Munjal Place : Waghodia Chairman & Managing Director DIN : 00084080

Mar 31, 2014

The Members

The Directors have pleasure in presenting the 29th Annual Report along with the Balance Sheet and Profit and Loss Account for the year ended March 31, 2014.

FINANCIAL RESULTS

(Rs. in Lacs)

Year ended March 31, 2014 2013

Sales & Other Income 89192.42 78622.38

Profit before Finance Cost & Depreciation 6802.66 5999.28 Depreciation 1244.86 1137.88

Finance Cost 619.14 686.98

Profit before Taxation 4938.66 4174.42

Provision for Taxation (Deferred & Current) 172.88 225.46 Profit after Taxation 4765.78 3948.96

Profit available for Appropriations 4765.78 3948.96

Appropriations

Proposed Dividend on Equity Shares 1250.00 1000.00 Tax on Dividend 212.44 169.95

Transfer to General Reserve 476.58 394.89

Profit remaining after Appropriation/s 2826.76 2384.12

DIVIDEND

Your Directors have pleasure to recommend a dividend of 125% i.e. Rs.2.50/- on equity share of face value of Rs. 2/- each for the fiscal year ended 31st March, 2014. The dividend, if approved by the Members in the ensuing Annual General Meeting, would absorb Rs.1,462.43 lacs (Rs.1,169.95 lacs previous year) out of the distributable profits available.

The Register of Members and Share Transfer Books will remain closed from August 04,2014 to August 08,2014 (both days inclusive).

APPROPRIATIONS

After setting aside the amount of Rs.1,462.43 lacs toward dividend including dividend distribution tax and after transferring an amount of Rs. 476.58 lacs (Rs. 394.89 lacs previous year) to General Reserve, the balance amount of Rs.2,826.76 lacs (Rs. 2,384.12 lacs previous year) is being retained in the Profit and Loss Account.

PERFORMANCE

The Company has achieved sales turnover of Rs. 881.33 Crore registering a modest growth of 13.70% per cent. Profit before tax is Rs.49.39 Crore and profit after tax at Rs. 47.66 Crore during the year as against Rs.41.74 Crore and Rs.39.49 Crore respectively in the previous year.

CAPACITY UTILIZATION & PLANT OPERATIONS

All three units of the Company at Waghodia in Gujarat, Bawal in Haryana and Haridwar in Uttarakhand are running well and continue to operate at a satisfactory level of efficiency. The fourth unit at Dharuhera in Haryana has just become operational with an investment outlay of INR 32 crore. This new facility will further boost company''s prospects to widen product range and exports.

DIRECTORS

In terms of the Articles of Association of the Company and the applicable provision of Companies Act,1956, one-third of the Directors retires by rotation, if eligible, offer themselves for re-election at the Annual General Meeting of shareholders. Accordingly, Mr. Vikram Shah, Mr. Ramkisan Devidayal and Mr. Jal Ratanshaw Patel shall retire by rotation at this Annual General Meeting, being eligible, offer themselves for reappointment.

Your Board recommends the re-appointments of Mr. Vikram Shah, Mr. Ramkisan Devidayal and Mr. Jal Ratanshaw Patel as Independent Directors of the Company in terms of Section 149 and 152 of Companies Act, 2013, who in opinion of the Board fulfills the condition specified in the Act and rules made thereunder and are independent of Management.

In the opinion of the Board, all existing Non- Executive and Independent Directors of the Company viz. Mr. Vikram Shah, Mr. Naresh Chawla, Mr. Mahendra Sanghvi, Mr. Ramkisan Devidayal, Mr. Sudesh Kumar Duggal and Mr. Jal Ratanshaw Patel fulfills the conditions for their appointment as specified in the act and the listing agreement hence, the Board recommends appointment of aforesaid existing Directors as Independent Directors in terms of Section 149 and 152 of Companies Act, 2013.

Brief resume/details of the Directors, who is/are to be appointed/ re-appointed as mention herein above has been furnished along with the Explanatory Statements to the Notice of the ensuing Annual General Meeting.

QUALITY

Your Company is focusing on quality, right from new product development stage such as design of processes, manufacturing of tools, fixtures & dies to ensure, quality output. This attribute of your Company that has enabled it remain a consistent quality producer over the years.

AWARDS AND RECOGNITION

Your Company is known for its scrupulous adherence to high class manufacturing practices at all its plants and continues to receive accreditations/recognitions regularly over the years. In current FY, it received following recognitions:

1) 2nd Prize in 1st ACMA (Western Region) in Kaizen competition in Gujarat zone held in September, 2013.

2) Automotive Components Manufactures Association (ACMA), Center of Technology, has conferred an award for outstanding performance in Inventory Turnover Ratio to our Haridwar plant during Cluster VII (0ct-2011 to Sept-2013).

FINANCE AND ACCOUNTS

Your Company continued to focus on cash generation. The focus on managing optimal levels of inventory, sound business performance, operating efficiencies and cost saving across the organisation helped generate healthy cash flow. Your Company managed investments prudently by developing cash surplus in a balanced portfolio defined to offer primacy to safety and liquidity of the investments.

Your Company was able to raise the short-term/long term funds needed for its working capital related requirements & term loans for new capital expenditure at reasonable rates. Your Company continues to enjoy excellent credit ratings for both long and short tenure borrowings and maintains impeccable debt-servicing track record, which helps it retain excellent rapport with all of its bankers.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with Auditor''s certificate thereon and Management Discussion and Analysis are attached and form part of this report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year and hence, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DIRECTORS'' RESPONSIBILITY STATEMENT In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, with regard to the Directors'' responsibility statement, the Board of Directors confirms that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure;

b) The selected accounting policies were applied consistently and the Directors 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 March 31, 2014 and the profit of the Company for the year ended on that date.

c) Proper and sufficient care has been taken 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.

d) The Annual Accounts have been prepared on a going concern basis.

AUDIT COMMITTEE RECOMMENDATION

During the year, The Board has accepted all recommendation of Audit Committee and accordingly no disclosure is required to be made in respect of no acceptance of the recommendation of the Audit Committee by the Board.

RATINGS FOR BORROWING

The long term ratings for bank facilities of your Company have been reaffirmed at AA- with stable outlook. The short term rating for short term bank facilities and commercial paper is also reaffirmed at A1 by rating agency ICRA.

AUDITORS

The auditors, M/s. VAKIL, JAIN & HIND OCHA, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the Auditor''s office, if reappointed. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is enclosed as per annexe -I and forms part of this report.

PARTICULARS RELATING TO ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The particulars as prescribed under Section 217(1) ($) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure - II that forms part of this report. 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, requisite particulars of employees are set out in the Annexure - III included in this report.

INDUSTRIAL RELATIONS

Industrial relations have remained cordial throughout the year in the Company at all of its units.

ENVIRONMENT, HEALTH, SAFETY AND SOCIAL RESPONSIBILITY

Your Company is committed in maintaining the highest standards of environment compliances and therefore adopted a systematic approach towards environment management by embedding a vision of being an ''Injury Free'' and ''Zero Environment Incident'' organisation. Over the past many years, your Company has been progressing well in terms of reducing injury frequency rates and has improved the safety records. Your Company is environment-conscious and committed to making a positive contribution to the communities where it operates. The Company has been proactively pursuing measures and reaching out to the communities surrounding the areas of its operations by extending support and lending a helping hand to some very credible social institutions that are committed to address social causes.

ACKNOWLEDGEMENTS

The Company would like to thank all of its Stakeholders, including inter alia Suppliers, Vendors, Investors and Bankers, a special mention and appreciation to all its customers for their consistent, abiding support throughout the year.

Your Company also records its appreciation of the contributions made by employees at all levels. Their commitment, cooperation and support are indeed the backbone of all endeavors of the Company.

The Company would like to acknowledge Government of India, Customs and Excise Departments, Income Tax Department, Industrial & Labour Departments, Government of Gujarat, Government of Haryana, Government of Uttarakhand and other government agencies for the support; the Company has been receiving over the years and is looking forward to their continued support/guidance in times to come.

For and on behalf of the Board Munjal Auto Industries Limited Date : 19.05.2014 Sudhir Munjal Place : Waghodia Managing Director

Mar 31, 2013

To The Members of Munjal Auto Industries Limited

The Directors have pleasure in presenting the 28th Annual Report along with the Balance Sheet and Profit and Loss Account for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

Year ended March 31, 2013 2012

Sales & Other Income 7862238 7358227

Profit before Finance Cost & Depreciation 599938 6609.56

Depreciation 1137.88 1003.05

Finance Cost 686.69 778.72

Profit before Taxation 4174.42 4827.79

Provision for Taxation (Deferred & Current) 225.46 395.90

Profit after Taxation 3948.96 4431.89

Profit available for Appropriations 3948.96 4431.89

Appropriations

Proposed Dividend on Equity Shares 1000.00 1000.00

Tax on Dividend 169.95 162.22

Transfer to General Reserve 394.89 443.19

Profit remaining after Appropriation/s 2384.12 2826.48

DIVIDEND

Your Directors have pleasure to recommend a dividend of 100% i.e. Rs.2/- on equity share of Rs. 2 each for the fiscal year ended 31st March, 2013. The dividend, if approved by the Members in the ensuing Annual General Meeting, would absorb Rs.1169.95 lacs (Rs. 1162.22 lacs previous year) out of the distributable profits available.

The Register of Members and Share Transfer Books will remain closed from August 5, 2013 to August 10, 2013 (both days inclusive).

APPROPRIATIONS

After setting aside the amount of Rs.1169.95 lacs toward dividend including dividend distribution tax and after transferring an amount of Rs. 394.89 lacs (Rs. 443.18 lacs previous year) to General Reserve, the balance amount of Rs.2384.12 lacs (Rs. 2826.48 lacs previous year) is being retained in the Profit and Loss Account.

PERFORMANCE

The Company has achieved sales turnover of Rs. 775.14 Crore registering a modest growth of 6.44% per cent. Profit before tax is Rs.41.74 Crore and profit after tax at Rs. 39.49 Crore during the year as against Rs.48.28 Crore and Rs.44.32 Crore respectively in the

previous year. Decline in Profitability during the year over that of the previous year Â both at PBT and PAT levels Â is a reflection of the challenging business environment; increase in operating costs could not be offset with commensurate increase in product prices due to tough conditions in the automobile sector and the resultant cascading effects on the auto components market in which your Company operates. The EBIDTA or the Gross Margins from operations as a result, have fallen by INR 610 lac in the current year, which represents 829 bps on sales and other income in current financial year ended March, 2013 as compared with 967 bps in the previous financial year.

CAPACITY UTILIZATION & PLANT OPERATIONS

All Three units of the Company at Waghodia in Gujarat, Bawal in Haryana and Haridwar in Uttarakhand are running well and continue to operate at a satisfactory level of efficiency.

DIRECTORS

Mr. Satyanand Munjal, Mr. Mahendra Sanghvi and Mr. Naresh Chawla retire by rotation in the forthcoming Annual General Meeting. All of them, being eligible, offer themselves for reappointment.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting and Explanatory Statement in this regard.

GREEN INITIATIVE

The Ministry of Corporate Affairs(MCA) vide Circular No.17/2011 dated 21.04.2011 together with another Circular No. 18/2011 dated 29.04.2011 has launched "Green Initiative in the Corporate Governance" by encouraging Companies to come forward and take paperless compliance. Environment conscious as your Company is, it appreciates this move by MCA as it will benefit the society at large through reduction in paper consumption and contribution towards a Greener Environment.

In acknowledgment of such an environ-friendly initiative of MCA, your Company is poised to take concrete steps by sending documents such as Notice of the General Meetings, Annual Report and other communication/s to its shareholders via electronic mode to the registered e-mail addresses of the shareholders. To effectuate this green initiative of the Government in full measure, shareholders are requested to register/update, as soon as possible, their latest e-mail addresses with their Depository Participant (D.P.) with whom they have their Demat Account or send the same to the Company via e- mail at [email protected]. We solicit your valuable cooperation and support in our endeavor to contribute our bit to the environment.

QUALITY:

Your Company is focusing on quality, right from new product development stage such as design of processes, manufacturing of tools, fixtures & dies to ensure, quality output. This attribute of your

Company that has enabled it remain a consistent quality producer over the years.

Your Company encourages employees at all locations of its operations to adopt and include best practices viz employee education and involvement, low cost automation, Advance 5S & Value Stream Mapping etc. to achieve improvement in safety, quality, productivity and cost. This has been further sustained and improved through total participation of employees at all levels and continuing upgrading the knowledge level of employees by adopting improvement tools like Kaizens,5S and Cause and Effect matrix(CEF) etc.

AWARDS AND RECOGNITION

1) Your Company has received "Silver Award" in ÂFabrication Category'' from its principal customer Hero MotoCorp Limited during the FY 2012-13 in the recently held interactive supply chain Partners'' Meet.

2) General Motors India Limited has awarded your Company "Best Practices Recognition" for implementation of Quality System Basics (QSB) during the FY 2012-13.

3) Tata Motors Limited has rated the Company as an "A Grade" vendor for zero customer complaint for the FY 2012-13.

4) Piaggio India, a recent customer of the Company, has chosen your Company to supply auto parts for its global operations.

FINANCE

Your Company was able to raise the short-term/long term funds needed for its working capital related requirements & term loans for new capital expenditure at reasonable rates. Your Company continues to enjoy excellent credit ratings for both long and short tenure borrowings and maintains impeccable debt-servicing track record, which helps it retain excellent rapport with all of its bankers.

CORPORATE GOVERNANCE

With respect to the Listing Agreement, Management Discussion and Analysis Report is annexed and forms part of the Annual Report. A report on Corporate Governance along with the Auditors Certificate on its compliance is also annexed forming part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year and hence, no amount of principal or interest was outstanding as of the balance sheet date.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to section 205-C of the Companies Act,1956, your Company has transferred an amount of Rs.9,40,573(Rupees Nine Lacs Forty Thousand Five Hundred Seventy Three) being the amount of unclaimed dividend for the year 2004-05 to the Investor Education and Protection Fund during the current financial year .

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, with regard to the Directors'' responsibility statement, the Board of Directors confirms that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure;

b) The selected accounting policies were applied consistently and the Directors 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 March 31, 2013 and the profit of the Company for the year ended on that date.

c) Proper and sufficient care has been taken 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.

d) The Annual Accounts have been prepared on a going concern basis.

AUDIT COMMITTEE RECOMMENDATION

During the year, The Board has accepted all recommendation of Audit Committee and accordingly no disclosure is required to be made in respect of no acceptance of the recommendation of the Audit Committee by the Board.

RATINGS FOR BORROWING

Your Company has been retained at AA- (Stable) and A1 for its long term and short term borrowings (fund / non fund based limits) by rating agency ICRA. The Company has also been reaffirmed A1 for commercial paper for Rs.15 Crore.

AUDITORS

The auditors, M/s. VAKIL, JAIN & HINDOCHA, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the Auditor''s office, if reappointed.

ENVIRONMENT & SOCIAL RESPONSIBILITY

Your Company is environment-conscious and committed to making a positive contribution to the communities where it operates. The Company has been proactively pursuing measures and reaching out to the communities surrounding the areas of its operations by extending support and lending a helping hand to some very credible social institutions that are committed to address social causes.

As mentioned earlier, ISO 14001:2004 by Bureau Veritas Certification (BVC) during FY 2012-13 has been reaffirmed to the Company for 3 years. New Effluent Treatment Plant (ETP) has been installed for prevention of pollution and reduction in sludge generation. Everyday effluent water is treated in ETP and being recycled for tree plantation and gardening.

Your Company has adopted environment friendly Oxsalin process for pre-treatment in place of conventional phosphating process this will eliminate sludge generation. Since the system works at ambient temperature, energy required for heating will be saved. Also, the chemical used are free from heavy metals like Zinc & Nickel. Hence this process is a step towards eliminating the impact on environment.

Your Company is continuing to participate and foster ÂGreen Vendor Development Program'' with ongoing improvements with practical and innovative approach.

MANAGEMEMNT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is enclosed as per Annexure -I and forms part of this report.

PARTICLULARS RELATING TO ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The particulars as prescribed under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the Annexure - II that forms part of this Report.

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, requisite particulars of employees are set out in the Annexure - III included in this report.

INDUSTRIAL RELATIONS

Industrial relations have remained cordial throughout the year in the Company at all of its units.

HEALTH AND SAFETY

Your Company has been certified for Occupation, Health and Safety (OHSAS)18001:2007 from Bureau Veritas during FY 2012-13, which is valid for three years. Your Company is committed for safety and occupational health & compliance with applicable safety and occupational health legislation, regulations and other requirements. All incidents/ accidents are investigated and analysed to prevent reoccurrence and improve upon safety record.

ACKNOWLEDGEMENTS

The Company would like to thank all of its Stakeholders, including inter alia Suppliers, Vendors, Investors, Bankers; a special mention and appreciation to all its customers - for their consistent, abiding support throughout the year.

Your Company also records its appreciation of the contributions made by employees at all levels. Their commitment, cooperation and support are indeed the backbone of all endeavours of the Company.

The Company would like to acknowledge Government of India, Customs and Excise Departments, Income Tax Department, Industrial & Labour Departments, Government of Gujarat, Government of Haryana, Government of Uttarakhand and other government agencies for the support; the Company has been receiving over the years and is looking forward to their continued support/guidance in times to come.

For and on behalf of the Board Munjal Auto Industries Limited

Date : 14.05.2013 Sudhir Munjal

Place : Waghodia Managing Director

Mar 31, 2012

To The Members of Munjal Auto Industries Limited

The Directors have pleasure in presenting the 27th Annual Report and Audited Accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. in Lacs)

Year ended March 31, 2012 2011

Sales & Other Income 73185.63 57224.59

Profit before Finance Cost & Depreciation 6609.56 4534.67

Depreciation 1003.05 807.99

Finance Cost 778.72 448.63

Profit before Taxation 4827.79 3278.05

Provision for Taxation (Deferred & Current) 395.90 791.34

Profit after Taxation 4431.89 2486.71

Prior Period Expenditure - 3.73

Profit available for Appropriations 4431.89 2482.98

Appropriations

Proposed Dividend on Equity Shares 1000.00 750.00

Tax on Dividend 162.22 121.66

Transfer to General Reserve 443.19 248.29

Profit remaining after Appropriation/s 2826.48 1363.01

DIVIDEND

The Board of Directors of the Company is pleased to recommend a dividend of 100% i.e. Rs.2/- on equity share of Rs. 2 each for the fiscal ended 31st March, 2012. The dividend, if approved by the Members in the ensuing Annual General Meeting, would absorb Rs.1162.22 lacs (Rs.871.66 lacs previous year) out of the distributable surplus.

The Register of Members and Share Transfer Books will remain closed from September 17, 2012 to September 22, 2012 (both days inclusive).

APPROPRIATIONS

After setting aside the amount of Rs.1162.22 lacs for dividend including dividend distribution tax and after transferring an amount of Rs. 443.18 lacs (Rs.248.29 lacs previous year) to General Reserve, the balance amount of Rs.2826.48 lacs (Rs.1363.01 lacs previous year) is being retained in the Profit and Loss Account.

PERFORMANCE

The Company has achieved a record sales turnover of Rs. 728.22 Crore registering a growth of 27.63% per cent. Profit before tax is Rs.48.28 Crore and profit after tax at Rs. 44.32 Crore during the year as against Rs.32.78 Crore and 24.86 Crore respectively in the previous year. A rise of 47 per cent in PBT and 78 per cent in PAT over that of FY 11 is commendable.

CREATION OF ADDITIONAL CAPACITIES & PLANT OPERATIONS

All three units of the Company at Waghodia (Gujarat), Bawal (Haryana) and Haridwar in Uttarakhand are running well and operating at a satisfactory level of efficiency.

During the year, the Company has commissioned its own modern Central Tool Room located at Bawal unit. Also its new plant at Waghodia to make fuel tanks for TATA NANO cars is fully operational now.

DIRECTORS

Mr. Ramkisan Devidayal and Mr. Jal Ratanshaw Patel, retire by rotation in the forthcoming Annual General Meeting. Both of them, being eligible, offer themselves for reappointment.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting and Explanatory Statement thereto.

QUALITY:

Being an ISO / TS 16949:2009 certified company, the goals of defect prevention, continual improvement and reduction of variations/wastes in the supply chain are interwoven in the system and hence an ongoing process to achieve excellence in manufacturing by adopting a principle of lean manufacturing.

Various initiatives have been taken like launching quality circles for involvement of the grass root level employees in problem-solving and various improvements. The Company has, besides taken help of Quality Circle Forum of India, Vadodara Chapter for regular training, guidance and facilitation.

Your Company has completed more than 53,600 Kaizens [Continual Improvement by all level of employees] till date, as a part of journey seeking all round betterment of the eco-system in the company.

Customer satisfaction is being achieved by striving toward zero- defect approach with measures such as - Focus on defects prevention [through Poka-Yoke], implementation of combined improvement programs and adhering to targets/expectations and being responsive/ deadline driven in meeting with the commitments made to the customers.

For quality improvements, your Company has taken several steps such as robotic welding in manufacturing process, installing gas manifold system and setting up a new modern "Paint Shop" at Waghodia plant with all modern facilities.

The company has received a recommendation for certification of Occupational, Health and Safety Assessment Series (OHSAS) 18001:2007 from Bureau Veritis.

FINANCE

Your Company was able to raise the short-term/long term funds needed for its working capital related requirements & term loans for establishment of the new Fuel Tank plant at Waghodia and Central Tool Room at Bawal, Haryana at optimal rates despite a prevalent environ of hardened interest rates in the Indian Financial System. Excellent credit ratings for both long and short tenure borrowings enjoyed by the company were enablers. Effective use of available financial resources has helped the Company to further contain the finance costs during the year.

CORPORATE GOVERNANCE

In terms of the Listing agreement, Management Discussion and Analysis Report is annexed and forms part of the Annual Report. A report on Corporate Governance along with the Auditors Certificate on its compliance is also annexed forming part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year and hence, no amount of principal or interest was outstanding as on Balance Sheet date.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, with regard to the Directors' responsibility statement, the Board of Directors confirms that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure;

b) The selected accounting policies were applied consistently and the Directors 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 March 31, 2012 and the profit & loss account of the Company for the year ended on that date.

c) Proper and sufficient care has been taken 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.

d) The Annual Accounts have been prepared on a going concern basis.

AUDIT COMMITTEE RECOMMENDATION

During the year, there has not been any recommendation of the Audit Committee, which was not accepted by the Board. Hence, there is no need for any disclosure of the same in this report.

RATINGS

The Company has been reaffirmed by rating agency ICRA as LAA- (stable) for Rs.73.90 Cr. for its long term loan including cash credit and A1 for commercial papers of Rs.15 Cr. And A1 for short term loans for non fund/ fund based limits for Rs.16.10 Cr.

AUDITORS

The Auditors, VAKIL, JAIN & HINDOCHA, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the Auditor's office, if reappointed.

SUB DIVISION OF SHARE

Equity Shares of the Company are listed on The National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) and are actively traded. The market price of the Equity Shares of the Company has witnessed significant increase over the last few years. In order to improve liquidity of the Company's shareholders in the stock exchanges and to facilitate participation of small investors by making the shares affordable to them, every

1 (One) existing equity share of Rs.10/- (Ten only) each was subdivided into 5 (Five only) Equity Shares of Rs.2/- (Two only) each pursuant to Section 94 (1) (d) of the Companies Act, 1956 w.e.f.31st December, 2011 resulting into paid up share capital of 5,00,00,000 Equity share of Rs.2 each .

ENVIRONMENT

The Company has received Environment Excellence Award,2012 1st prize in Medium scale category from Vadodara News Magzine(VNM) local News channel.

The company has received merit & participation award in case study on small, medium enterprise development from INSAAN (Indian Suggestion Summit Association).

The company has also received Business Excellence Award,2010 from Baroda Management Association.

Rain water harvesting systems are in place at all possible points across the complexes in all the three plants of the company as a conscious and ongoing commitment of the company for water conservation/ improvement in the water tables in the surrounding areas of its plants.

The Company is committed for reducing the impact on environments from its organizations activities as a part of social responsibilities and actively supporting the 'Green Vendor Development Program' initiated by its principal customer HMCL. This is ensured by improving operational efficiencies at all levels and in particular, by identifying six pillars of improvements as follows;

1. Water Management

2. Energy Management

3. Waste Management

4. Prevention of Pollution

5. Substitute of Hazardous Substance, and

6. Compliance of Environmental Legal Requirement. Concrete steps for improving the environment have been initiated, some of which are set out below:

1. Reduction of consumption of hazardous chemicals by doing process improvement.

2. Elimination of hazardous substances by using environment friendly materials at phosphating hence eliminated the sludge generated from the process.

3. Reduction of water consumption at various places by recirculation through cooling tower and by using treated water for toilet flushing.

4. Reduction of power consumption by engaging in process improvements and loading pattern in the paint shop.

5. New ETP is being constructed considering the future requirements of the organization and initiatives towards zero discharge. The journey is being continued by involvement of suppliers in improving the environmental sustainability.

CORPORATE SOCIAL RESPONSIBILITY

The Company is proactively pursuing measures and reaching out to the communities surrounding the areas of its operations by extending support and lending a helping hand to some very credible social institutions that are committed to address social causes.

ENERGY, TECHNOLOGY, FOREIGN EXCHANGE

The particulars as prescribed under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are given in the ANNEXURE - II that forms part of this report.

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 employees are set out in the ANNEXURE - III included in this report.

INDUSTRIAL RELATIONS

Industrial relations have remained cordial throughout the year in the Company at all of its units.

HEALTH AND SAFETY

Your Company is committed for safety and health of its employees and other persons who may be affected by its operations. Your Company believes that safe working practice leads to motivated workforce and higher productivity and to that end, all possible safety measures are put in place to eliminate accidents at the factory. Even small incidents are investigated and analysed to prevent reoccurrence and improve upon safety record. Safe working culture across the Company is ensured by:

Integrating safety and health in all activities.

Ensuring compliance with all applicable legislative requirements.

Encouraging employees to ensure safety at their workplaces.

Continuous improvements in safety performance through precautions besides participation & training of employees

ACKNOWLEDGEMENTS

The Company would like to thank its Stakeholders including Suppliers, Vendors, Investors, Bankers and its Customers in particular to its principal customer Hero Motocorp Limited for their consistent, abiding support throughout the year.

Your Company also records its appreciation of the contributions made by employees at all levels. Their commitment, cooperation and support are indeed the backbone of all endeavours of the Company.

The Company would like to acknowledge Government of India, Customs and Excise Departments, Income Tax and Industrial & Labour Departments, Government of Gujarat and other government agencies for the support, the Company has been receiving over the years and is looking forward to their continued support/guidance in times to come.

For and on behalf of the Board

Munjal Auto Industries Limited

Date : 07.08.2012 Sudhir Munjal

Place : Waghodia Managing Director

Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the 26th Annual Report along with the Balance Sheet and Profit and Loss Account for the year ended March 31, 2011.

FINANCIAL RESULTS

(Rs. in Lacs)

Year ended March 31, 2011 2010

Sales & Other Income 57224.69 32693.22

Profit before Depreciation and Interest 4482.98 2860.09

Depreciation 807.99 527.46

Interest 396.94 80.51

Profit before Taxation 3278.05 2252.12

Provision for Taxation (Deferred & Current) 791.34 676.71

Profit after Taxation 2486.71 1575.41

Prior Period Expenditure 3.73 (3.11)

Profit available for appropriations 2482.98 1578.52

Appropriations

Proposed Dividend on Equity Shares 750.00 500.00

Tax on Dividend 121.66 83.04

Transfer to General Reserve 248.29 157.85

Profit remaining after Appropriation/s 1363.01 837.62

DIVIDEND

The Board of Directors of the Company is pleased to recommend a dividend of 75% i.e. Rs.7.50 on equity share of Rs. 10 each for the fiscal ended 31st March, 2011. The dividend, if approved by the Members in the ensuing Annual General Meeting, would absorb Rs. 871.67 lacs (Rs.583.04 lacs previous year) out of the distributable surplus.

The Register of Members and Share Transfer Books will remain closed from September 16, 2011 to September 24, 2011 (both days inclusive).

APPROPRIATIONS

After setting aside the amount of Rs.871.67 lacs for dividend including dividend distribution tax and after transferring an amount of Rs. 248.29 lacs (Rs. 157.85 lacs previous year) to General Reserve, the balance amount of Rs. 1363.01 lacs (Rs. 837.62 lacs previous year) is being retained in the Profit and Loss Account.

PERFORMANCE

The Company has achieved a record sales turnover of Rs 570.55 crore registering a growth of 75.34% per cent. Profit before tax

is Rs.32.78 crore and profit after tax at Rs. 24.86 crore during the year as against Rs.22.52 crore and Rs. 15.75 crore respectively in the previous year.

Automobile sector in India was one of the major beneficiaries of the fiscal stimulus package unleashed by the Indian Government in the aftermath of a Global Financial Crisis. Demand for the Automobiles Ã particularly the two-wheeler segment remained pretty buoyant throughout the year. Your Company's principal customer Hero Honda continues to straddle two-wheeler industry in India and sets new benchmark of excellence in production, quality and customer satisfaction year-after-year. Consequential positive impact on your Company is reflected in the performance during the year.

NEW PLANTS AND CREATION OF ADDITIONAL CAPACITIES

Haridwar and Bawal factories, as reported last year, have already been operational and operations at both plants have stabilized. These plants have come very handy for meeting with the increased demand from our prime customer Hero Honda. This has helped the Company to achieve a record turnover of Rs. 571 crore in FY 10-11. In order to meet customer needs and competition, your Company is investing in an aggressive new product development programme. Success of new product launches will have an important bearing on its future growth and profitability. It is in midst of setting up a Central Tool Room at Bawal entailing investment of Rs. 15 crore, expected to be commissioned in 2011.

Its new plant at Waghodia to make fuel tanks for TATA NANO cars is fully operational now.

DIRECTORS

Mr. Satyanand Munjal, Mr. Om Prakash Munjal and Mr. Vikram Shah, retire by rotation in the forthcoming Annual General Meeting. Mr. Satyanand Munjal and Mr. Vikram Shah of them, being eligible, offer themselves for reappointment. Mr. Om Prakash Munjal has expressed his unwillingness for his reappointment due to his preoccupation.

Attentions of the Members are invited to the relevant items in the Notice of the Annual General Meeting and Explanatory Statement thereto.

QUALITY:

Being an ISO / TS 16949:2009 certified company, the goal of defect prevention, continual improvement and reduction of variation and waste in the supply chain is an ongoing process to achieve the excellence in manufacturing by adopting a principal of Lean manufacturing.

Various initiatives have been taken like, Launching Quality Circles for involvement of the grass root level employees in problem solving and various improvements, for the purpose Quality Circle Forum of India, Vadodara Chapter has been involved for their continuous training, guidance and facilitation.

Your Company has completed more than 48000 Kaizens [Continual Improvement by All level of Employees] from F.Y. 2003 to till date, as a part of journey towards continual improvement.

Customer Satisfaction is being achieved by focus on Defects Prevention [through Poka-Yoke], Implementation of Combined Improvement Programs and achieving targets as set by Customers.

For the Quality Improvements, your Company is planning to introduce a Robotic Welding.

The Company had launched a Movement called ÃGo Green, Go LeanÃ by defining 12 Pillars and subsequent implementation for mass involvement of employees in the improvement journey to enhance the customer satisfaction.

FINANCE

Your Company was able to raise the short-term funds & long term funds needed for its working capital related requirements & for establishment of New Fuel Tank plant at Waghodia, Gujarat and Central Tool Room at Bawal, Haryana at fairly competitive rates although hardening of the interest rates was the prevalent trend in the Indian Financial System. Effective use of available financial resources has helped Company to further contain the finance costs during the year.

CORPORATE GOVERNANCE

In terms of the Listing agreement, Management Discussion and Analysis Report is annexed and forms part of the Annual Report. A report on Corporate Governance along with the Auditors Certificate on its compliance is also annexed forming part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year and hence as such, no amount of principal or interest was outstanding as of the balance sheet date.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, with regard to the Directors' responsibility statement, the Board of Directors confirms that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there has been no material departure;

b) The selected accounting policies were applied consistently and the Directors 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 March 31, 2011 and the profit & loss account of the Company for the year ended on that date.

c) Proper and sufficient care has been taken 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.

d) The Annual Accounts have been prepared on a going concern basis.

AUDIT COMMITTEE RECOMMENDATION

During the year, there has not been any such recommendation of the Audit Committee which was not accepted by the Board. Hence, there is no need for any disclosure of the same in this report.

RATINGS

The Company has been reaffirmed and rated by the rating agency ICRA as LAA-(stable) for Rs. 78.90 crore for its Long Term loans, including cash credit and A1 for Commercial papers of Rs. 15 crore and A1 for short term plans for Non fund based limits.

AUDITORS

The Auditors, M/s. VAKIL, JAIN & HINDOCHA, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the Auditor's office, if reappointed.

ENVIRONMENT:

Company is committed for reducing the impact on environments from its organizations activities as a part of social responsibilities and actively supporting the ÃGreen Vendor Development ProgramÃ, GVDP Initiated by HHML. This has been achieved by improving operational efficiencies, by identifying the Six Pillars of Improvements as follows;

1. Water Management

2. Energy Management

3. Waste Management

4. Prevention of Pollution

5. Substitute of Hazardous Substance, and

6. Compliance of Environmental Legal Requirement.

Various steps for improving the environmental performance have been initiated as follows;

1. Reduction of Consumption of Hazardous chemicals by doing process improvement.

2. Elimination of Hazardous substances by using environment friendly materials at phosphating hence eliminated the sludge generated from the process.

3. Reduction of Water Consumption at various places by Re Circulation through cooling tower and by using treated water for toilet flushing.

4. Reduction of Power Consumption by doing process improvements and loading pattern in the Paint Shop.

5. New ETP is being constructed considering the future requirements of the organization and initiatives towards zero discharge.

The journey is being continued by involvement of suppliers in improving the environmental sustainability.

ENERGY, TECHNOLOGY, FOREIGN EXCHANGE

The particulars as prescribed under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the ANNEXURE Ã II that forms part of this Report.

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 employees are set out in the ANNEXURE - III included in this report.

INDUSTRIAL RELATIONS

Industrial relations have remained cordial throughout the year in the Company.

HEALTH AND SAFETY

Your Company is committed for safety and health of its employees and other persons who may be affected by its operations. Your

Company believes that safe working practice leads to motivated workforce and higher productivity and to that end, all possible safety measures are put in place to eliminate accidents at the factory. Employees are encouraged to report the incidents. Even small Incidents are investigated and analysed to prevent reoccurrence and improve upon safety record. Safe working culture across the Company is ensured by:

- Integrating safety and health in all activities.

- Ensuring compliance with all applicable legislative requirements.

- Encouraging employees to ensure safety at their workplaces.

- Continuous improvements in safety performance through precautions besides participation & training of employees

ACKNOWLEDGEMENTS

The Company would like to thank its Stakeholders including suppliers, vendors, investors and bankers and in particular to its principal customer Hero Honda Motors limited for their continued support during the year.

Your Company also records its appreciation of the contributions made by employees at all levels. Their diligent hard work, cooperation and support are a backbone of all endeavours of the Company.

The Company would like to acknowledge Government of India, Customs and Excise Departments, Income Tax and Industrial & Labour Departments, Government of Gujarat and other government agencies for the support, the Company has been receiving over the years and is looking forward to their continued support/guidance in times to come.

For and on behalf of the Board

Date : August 11, 2011 Sudhir Munjal

Place : Waghodia Managing Director

Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report along with the Balance Sheet and Profit and Loss Account for the year ended March 31, 2010.

FINANCIAL RESULTS

(Amount in Rs. Lacs)

Year ended March 31, 2010 2009

Sales & Other Income 32693.22 27892.53

Profit before Depreciation and Interest 2860.09 2242.53

Depreciation 527.46 587.82

Interest 80.51 58.10

Profit before Taxation 2252.12 1596.60

Provision for Taxation (Deferred & Current) 676.71 487.85

Profit after Taxation 1575.41 1108.75

Prior Period Expenditure (3.11) (16.51)

Profit available for appropriations 1578.52 1125.26

Appropriations

Proposed Dividend on Equity Shares 500.00 250.00

Tax on Dividend 83.04 42.49

Transfer to General Reserve 157.85 112.53

Profit remaining after Appropriation 837.62 720.24

DIVIDEND

The Board of Directors of the Company are pleased to recommend a dividend of 50% i.e. Rs.5 on equity share of Rs. 10 each for the fiscal 2010. The dividend, if approved by the Members in the ensuing Annual General Meeting, would absorb Rs. 583.04 lacs (Rs.292.49 lacs previous year) out of the distributable surplus.

The Register of Members and Share Transfer Books will remain closed from September 18, 2010 to September 25,2010 (both days inclusive).

APPROPRIATIONS

After setting aside the amount of Rs.583.04 lacs for dividend including dividend distribution tax and after transferring an amount of Rs. 157.85 lacs (Rs. 112.53 lacs previous year) to General Reserve, the balance amount of Rs. 837.63 lacs (Rs. 720.25 lacs previous year) is being retained in the Profit and Loss Account.

GLOBAL AND INDIAN ECONOMIC SCENARIO

Uncertainty continues to cloud the shape and pace of global

economic recovery. Just as the US seemed to be emerging from its worst recession since the Great Depression, Europe finds itself in the midst of a major crisis. Private spending in advanced economies continues to be constrained and inflation remains generally subdued, making it likely that fiscal and monetary stimuli in these economies will continue for an extended period. Emerging market economies, on the other hand, seem to be significantly ahead on the recovery path, but some of them are also facing inflationary pressures. This has promoted central banks in some of these countries to begin phasing out their accommodative monetary policies.

In India, the economic recovery, which began around the second quarter of 2009-10, has since shown sustained improvement. Industrial recovery has become more broad-based and is expected to continue in the wake of rising domestic and external demand. Reversing a nearly year long decline, exports and imports have both grown since November 2009. Flow of credit from both bank and non-bank sources has picked up and overall business sentiment has turned distinctively positive. Indias GDP Growth in 2009-10 has been estimated at 7.4%, driven by growth in the industrial and services sectors. The abundance of liquidity in the system ensured that interest rates remained reasonable for most part. The fiscal deficit for 2009-10 stood at 6.6% of GDP, slightly below the full years estimated of 6.7%. In the Budget for 2010-11, the fiscal deficit for FY 2011 has been estimated at 5.5% of GDP, a reduction of 1.2% from last years estimate. However, the windfall mobilization through the recent 3G Licences in Telecom Sector further reduce the deficit. The developments on the inflation front are, however, far from encouraging. The wholesale price index (WPI) inflation climbed steeply from 1.5% in October 2009 to 10.2% by May 2010.

PERFORMANCE

The company has achieved a record sales turnover of Rs 325.36 Crore registering a growth of 17.7% per cent. Profit before tax of stood at Rs.22.52 crore and profit after tax at Rs. 15.75 crore during the year as against Rs.15.96 crore and 11.08 crore respectively in the previous year.

Automobile sector in India was one of the major beneficiaries of the fiscal stimulus package unleashed by the Indian Government in the aftermath of a Global Financial Crisis. Demand for the Automobiles - particularly the two-wheeler segment ÃremainedÃ pretty buoyant throughout the year. Your companys principal customer Hero Honda continues to straddle two-wheeler industry in India and sets new benchmark of excellence in production, quality, customer satisfaction year-after-year. Consequential positive impact on your companyÃs business is reflected in the performance during the year.

OUTLOOK - AUTOMOBILE INDUSTRY

Two-wheeler Industry Zooms Past 10-M Landmark in FY10, Emerging As A Strong Competitor to China

The domestic two-wheeler industry has whizzed past the key milestone of making and selling one million units in the Month of March 2010. For the first time, the industry also crossed the 10- million mark in a fiscal by selling 10.5 million two-wheelers in 2009-10.

In 2009-10, total two-wheeler sales were up by 24.52% over the previous fiscal, which stood at 8.4 million, according to CMIE data. The market is dominated by motorcycles, which account for nearly 77-78 % of all sales, followed by scooters at 15-16 %, and the rest by mopeds.

With these heady numbers, India has emerged as a strong competitor to China, the largest two-wheeler market with 15-16 million bikes. But ChinaÃs electric two-wheeler market is another 10-million strong. In India, e-bike hasnt taken off yet.

The Indian two wheeler market with an annual domestic sale in excess of 10 million units. Riding high on the back of the rural boom, the Indian two-wheeler industry is all set to cross 13.4 million units by 2013-14 from the 2009-10 level of 10.46 million units, witnessing a CAGR of 9.7%, according to a latest report of CARE Research. Indian automobile industry records a 26 percent growth in the domestic sales during 2009-10.

The automobile sector of India is now the seventh largest in the world. The country is the largest manufacturer of motorcycles, second largest producer of two-wheelers and the fifth largest producer of commercial vehicles in the world. In the last few years, the Indian two-wheeler industry has seen spectacular growth. The country stands next to China and Japan in terms of production and sales respectively. Several Indian automobile manufacturers have spread their operations globally as well, asking for more investments in the Indian automobile sector. Industry experts have visualized an unbelievably huge increase in automotive sales figures over the immediate future. In the year 2009-10, India rose to be the fourth largest exporter of automobiles following Japan, South Korea and Thailand.

NEW PLANTS AND CREATION OF ADDITIONAL CAPACITIES

Our existing major customer Hero Honda is undisputed leader of the pack of two- wheeler manufacturing companies, has chalked up substantive plans to ramp up its facilities and bring out a slew of models and a range of two-wheelers. At Bawal, Gurgaon in Haryana, your company has set up a plant to manufacture Mufflers with an installed capacity of 18 lacs p.a. and has become operational since 3rd Quarter of the Year. It has also completed construction of another plant at Haridwar, Uttarakhand to manufacture Mufflers with an installed capacity of 24 lacs nos p.a. It has gone on stream in March 2010. Your company is well equipped and confident for meeting the increased demand of auto components for two-wheelers in years to come.

FUTURE PLANS

Your company has just fetched an order for supply of fuel tanks to TATA Motors NANO cars and has already initiated actions to set up a dedicated manufacturing facilities at Waghodia, Gujarat plant. The new plant will have a capacity of producing 3.6 lacs Fuel Tanks per annum and is expected to be operational in second half of current fiscal 2010-11.

DIRECTORS

As per the Articles of Association Mr. Mahendra Sanghvi, Mr. Naresh Chawla, Mr. Sudesh Kumar Duggal and Mr. Ramkisan Devidayal, retire by rotation in the forthcoming Annual General Meeting. All of them, being eligible, offer themselves for reappointment.

QUALITY

Your companys foremost emphasis is on maintaining and improving quality of its products and services to customers, this has been achieved by up gradation of Quality Management Systems as per ISO / TS 16949:2002 to 2009 version through re- certification after completing the journey of Six Years for World Renowned Quality Standards. The goal of Continual Improvements, Defect Prevention and Reduction of variation and waste has been further deployed throughout the organization by implementation of different tools, like Kaizens, Five "S", Waste Elimination and TPM. As a part of Total Employee Involvement, your company has completed 50,000 kaizens in last six years journey; it shows the commitment of each employee towards improving customer satisfaction. Also, combined efforts with the customers have been initiated in the Form of Combined Improvement Programs for Various Projects of Quality Improvements.

Efforts for improvements and innovations have been recognized at the National Level Competition for SMED [Single Minute Exchange of Die] and got a First Prize, organized by ACMA and Merit Awards by an "Indian National Suggestion Scheme Association" [INSSAN], New Delhi.

Enhancement of competence and involvement of employees is being carried out through Advanced training of Employees in the field of Problem Solving Process, Process Mapping, Advanced Version of FMEA[Failure Mode and Effect Analysis], to continue the journey towards World Class manufacturing.

FINANCE

Your Company was able to raise the short-term & long term funds needed for its working capital related requirements & for establishment of new plants at Haridwar & Bawal at fairly competitive rates, although hardening of interest rates was the prevalent trend in the Indian Financial System. Effective use of available financial resources has helped Company further contain finance costs during the year.

CORPORATE GOVERNANCE

In terms of the Listing agreement, Management Discussion and Analysis Report is annexed and forms part of the Annual Report. A report on Corporate Governance along with the Auditors Certificate on its compliance is also annexed forming part of the Annual Report. For fiscal 2010, the compliance report is provided in the Corporate Governance Report section of this Annual Report. The auditors certificate on compliance is annexed to this report.

FIXED DEPOSITS

The company has not accepted any fixed deposits during the year and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, with regard to the Directors responsibility statement, the Board of Directors confirms that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there has been no material departure;

b) the selected accounting policies were applied consistently and the Directors 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 March 31, 2010 and the profit & loss account of the Company for the year ended on that date.

c) proper and sufficient care has been taken 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.

d) the Annual Accounts have been prepared on a going concern basis.

AUDIT COMMITTEE RECOMMENDATION

During the year, there has not been any such recommendation of the Audit Committee which was not accepted by the Board. Hence, there is no need for any disclosure of the same in this report.

RATINGS

The company has been rated by the rating agency ICRA as LAA- (stable) for Rs. 64.7 Cr for its Long Term loans, including cash credit,as A1+ for Commercial papers of Rs. 15 Cr. and A1+ for short term plans for Non fund based limits.

AUDITORS

The auditors, M/s. VAKIL, JAIN & HINDOCHA, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the Auditors office, if reappointed.

ENVIRONMENT

Your company is committed for reducing the impact on environments from its organizations activities as a part of social responsibilities for the reduction of carbon emission in the atmosphere through various initiatives in the field of Energy Conservations and Wastage Elimination from the business processes, the same has been aligned with the Hero Honda Motors Green Supply Chain Development initiatives and compliance and improvement in the Environmental management Systems as per ISO 14001:2004, the efforts has also been recognized by esteemed customer HHML for Extra Ordinary Performance in the Second Consecutive Years by awarding a Trophy in the Category.

The movement of greening the Planet by Greening Munjal Auto has been initiated internally by involvement of employees at grass root level with a strong initiative by Managing Director. As a Part,

400 trees have been planted on the occasion of World Environment Day on 5th June, 2010 in the factory premises to increase the green belt. Also, employees of Munjal Auto have participated to save the energy for reducing impact on Global Warming by shutting of the power for 1 hour on the occasion of EARTH DAY.

Water harvesting is implemented in the factory complex with a simple but effective method of collecting rain water from factory buildingÃs roofs and charging the same into the ground in a guided manner to raise the water level in the factory and surrounding areas.

Installation of proper filtration plant in the factory to ensure safe drinking water in the factory complex.

ENERGY, TECHNOLOGY, FOREIGN EXCHANGE

The particulars as prescribed under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the ANNEXURE - II that forms part of this Report.

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 employees are set out in the ANNEXURE - III included in this report.

INDUSTRIAL RELATIONS

Industrial relations have remained cordial throughout the year in the Company.

HEALTH AND SAFETY

Safety is every employees responsibility and concern. Your Company is committed for safety and health of its employees and other persons who may be affected by its operations. Its companys belief that safe working practice leads to motivated workforce and higher productivity and to that end, all possible safety measures are put in place to eliminate accidents at the factory. Employees are encouraged to report the incidents. Even small Incidents are investigated and analysed to prevent reoccurrence and improve upon safety record. Safe working culture across the company is ensured by:

- Integrating safety and health in all activities.

- Ensuring compliance with all applicable legislative requirements.

- Encouraging employees to ensure safety at their workplaces.

- Continuous improvements in safety performance through precautions besides participation & training of employees

ACKNOWLEDGEMENTS

Company would like to thank its Stakeholders including suppliers, vendors, investors and bankers, In particular to its principal customer Hero Honda Motors Limited for their continued support during the year.

Company also records its appreciation of the contribution made by employees at all levels. Their diligent hard work, cooperation and support is a backbone of all endeavours of the company.

Company would like to acknowledge Government of India, and Customs and Excise Departments, Income Tax and Industrial & Labour Departments, Government of Gujarat and other government agencies for the support the company has been receiving over the years, and is looking forward to their continued support/guidance in times to come.

For and on behalf of the Board

Gurgaon Sudhir Munjal

Date : 12.08.2010 Managing Director

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