Enter the first few characters of Company and click 'Go'

Directors Report of SML Isuzu Ltd.

Mar 31, 2018

REPORT OF THE DIRECTORS

The Directors are pleased to present their Thirty-Fourth Annual Report together with audited financial statements for the financial year ended 31 st March 2018.

PERFORMANCE REVIEW

The Indian economy witnessed a slow-down during fiscal 2017-18 due to persisting impact of demonetization, transitory disruptions caused by implementation of Goods and Service Tax (GST) and weak agricultural growth. GDP growth estimate of 6.6 percent for fiscal 2017-18 (7.1 percent achieved in fiscal 2016-17) has been the lowest since 2014-15. However, Commercial Vehicle Industry (all segments including exports) grew 15.9 percent to reach volume of 9,53,300 vehicles supported by Government''s push towards infrastructure development, road construction & mining activities; an increased demand from consumption driven sectors as well as e-commerce logistics service providers; and strict implementation of overloading norms in some states. Light vehicles (LCVs) grew higher at 19.5 percent to reach 5,68,900 and Medium & Heavy vehicles (M&HCVs) grew 11.0 percent to reach 3,84,400.

The Company was unable to participate in that growth principally due to inadequate availability of vehicles for sale caused by the unexpected and sudden order of the Supreme Court of India on 29th March 2017 banning sale of BS III vehicles with effect from 1 st April 2017. That order had rendered the entire inventory of BS III vehicles, built up for the ensuing school bus season of April-July 2017, non-saleable. All such vehicles had to be modified to make them BS IV compliant. In subsequent months, production of vehicles suffered on account of shortage of some critical components. Consequently, sales volume for the year could reach only 11355 against 14909 sold in the previous year.

The financial performance of the Company, for the year ended 31st March, 2018 is summarized below:

(Rs. in Crores)

Year ended 31st March	2018	2017
Sales volume (No. of vehicles)	11355	14909
Total Income	1177.25	1520.34
Less : Excise duty on sales	39.09	160.02
Net Income	1138.16	1360.32
Less : Material cost & other expenses	1089.78	1246.18
Operating profit	48.38	114.14
Profit before tax	9.46	84.14
Profit after tax	8.50	63.01
Balance of profit from prior years	215.31	172.52
Surplus available for appropriation	223.81	235.53

The Company has adopted Indian Accounting Standards (Ind-AS) with effect from 1st April, 2017 with the transition date of 1 st April, 2016. Accordingly, financial statements for the year ended 31 st March, 2018 have been prepared as prescribed for Ind-AS under Section 133 of the Companies Act, 2013 and the relevant rules. Previous year''s figures have been restated to make them comparable.

DIVIDEND

The Directors have recommended payment of dividend of Rs. 1.5 per equity share of face value of Rs. 10/- each for the year ended 31 st March, 2018 (previous year - Rs. 8.0 per equity share). The cash outflow on that account will be Rs. 2.62 crores (previous year - Rs. 13.93 crores), including dividend distribution tax of Rs. 0.45 crores (previous year - Rs. 2.36 crores).

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis, which also covers the state of the Company''s affairs, forms a part of this report. CORPORATE GOVERNANCE

A report on corporate governance together with the Auditors'' Certificate confirming compliance with corporate governance norms as stipulated under the SEBI Listing Regulations, 2015, forms a part of this report.

INDUSTRIAL RELATIONS

Industrial relations and work atmosphere remained cordial throughout the year with sustained communication and engagement with workforce through various forums.

CREDIT RATING

The Company continues to enjoy the highest rating for short term borrowings of A1 (''A one plus'') from ICRA and the long term rating for line of credit / cash credit limits is AA (''double A'').

SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate strong commitment to safety, health and environment which have been adopted as core organizational values. The Company assures safety and audits its facilities in accordance with statutory and regulatory requirements. The Directors review these areas every quarter through reports and presentations made at the Board Meetings. Employees are continuously made aware of hazards / risks associated with their job and their knowledge and skills are updated through requisite training to meet any emergency. Medical and occupational check-ups of employees and eco-friendly activities are promoted. Safe disposal of hazardous waste is ensured through an effluent treatment plant and an incinerator; a sewage treatment plant ensures eco-friendly disposal of sewage.

The Company is certified as BS OHSAS 18001: 2007 in respect of Occupational Health & Safety Assessment Series and ISO 14001: 2015 in respect of Environmental Management System.

CURRENT BUSINESS ENVIRONMENT

Directors believe that demand for trucks during financial year 2018-19 will remain buoyant due to the increased thrust on infrastructure projects, growing demand from consumption-driven sectors & e-commerce logistic service providers, replacement led buying and generally improved economic scenario. In the passenger bus segment, replacement led buying, following a year of sharp contraction, and Government''s focus on improving urban as well as rural transportation, etc. are expected to push volumes. Further, the Government''s plan on phasing out of older diesel vehicles, at an advanced stage of formalization, is expected to generate additional demand both for trucks and buses.

Based on the above factors, during financial year 2018-19, M&HCV Truck segment is expected to register a growth of 4-6 percent and the LCV Truck segment is expected to grow 9-11 percent. Bus sales are expected to grow by 12-14 percent. However, competition is becoming increasingly intense with existing players continuously expanding their product portfolios.

Amidst such competitive environment and to meet ever changing regulatory requirements, the Company will continue its focus on customer reach, product development and up-gradation, innovative and cost effective technology solutions, up-gradation of manufacturing technology and cost cutting.

Company''s capex project envisaging an outlay of Rs. 220 crores towards technological advancement, product up-gradation / development and up-gradation of plant infrastructure to improve manufacturing efficiency is in its final stages of completion. An amount of Rs 191.3 crores has been incurred till 31st March, 2018. For this capex spending, the Company has drawn Rs.140.0 crores External Commercial Borrowings (ECB), designated in US Dollars (fully hedged), and the balance is from internal accruals.

DIRECTORS

Mr. Masaki Nakajima and Mr. Masahiro Narikiyo tendered their resignations as Directors of the Company with effect from 23rd March, 2018. The Board, in its Meeting held on 23rd March, 2018, recorded its deep appreciation for the valuable support and advice of the two gentlemen during their tenure.

The Board, on the recommendation of its Nomination and Remuneration Committee, appointed Mr. Gota Iwanami and Mr. Masaki Morohoshi as Additional Directors of the Company on 23rd March, 2018, who holds office until the ensuing Annual General Meeting of the Company.

Mr. Takahiro Imai, who was appointed by the Members as Whole-time Director designated as Director-R&D (Isuzu Products & Projects) at the last Annual General Meeting of the Company, resigned from his post with effect from 28th April, 2018. However, he continues to serve on the Board as a Non-Executive Director. The Board, at its Meeting held on 23rd May 2018, placed on record its deep appreciation for his valuable contribution to the Company as Director - R&D.

Mr. Eiichi Seto decided to demit office of Managing Director & CEO with effect from 10th August, 2018. However, he will continue as a Non-Executive Director on the Board of the Company. The Board, in its Meeting held on 23rd May, 2018, took note of his outstanding and inspirational leadership as Managing Director & CEO and recorded its deep appreciation for his valuable contributions to the Company and extended to him its best wishes for his future career.

The Board, at its Meeting held on 23rd May, 2018, was pleased to appoint, on the recommendation of its Nomination & Remuneration Committee, Mr. Yugo Hashimoto as Managing Director & CEO, in place of Mr. Eiichi Seto, w.e.f. 10th August, 2018, for a period of five years, subject to approval of the Members at the ensuing Annual General Meeting of the Company and of the Central Government, if required.

The Securities and Exchange Board of India (''SEBI'') has amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which mandates that, effective 1st April 2019, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of 75 years unless approval of shareholders has been obtained through a special resolution. Presently, Company''s two Non-Executive Independent Directors namely -Mr. P.K. Nanda & Mr. A.K. Thakur have already attained age of 75 years. Therefore, Special Resolutions being proposed for approval by the Members at the ensuing Annual General Meeting for Mr. P.K. Nanda & Mr. A.K. Thakur to continue as Directors on the Board of the Company.

Mr. Takeru Kikkawa retires by rotation and being eligible, offers himself for re-appointment.

Mr. Pankaj Bajaj retires by rotation and being eligible, offers himself for re-appointment.

At the last Annual General Meeting, held in September 2017, the Members had approved the appointment of Mr. Kazuo Goda as Non-Executive Director.

The details of the Directors being recommended for appointment / re-appointment are contained in the Notice convening the forthcoming Annual General Meeting of the Company.

All the independent Directors have given declaration to the Company that they meet the criteria of ''independence'' set out in the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL (KMPs)

In terms of the applicable provisions of the Companies Act 2013, Mr. Eiichi Seto, Managing Director & CEO, Mr. Gopal Bansal, Whole-time Director & CFO and Mr. Parvesh Madan, Company Secretary are the Key Managerial Personnel of the Company.

No KMP has resigned or was appointed during the financial year ended on 31st March 2018. However, on 23rd May, 2018, Mr. Eiichi Seto decided to demit office of Managing Director & CEO w.e.f. 10th August 2018 and the Board has appointed Mr. Yugo Hashimoto as Managing Director & CEO with effect from 10th August 2018 subject to approval of the Members of the Company and Central Government, if required. On his appointment as Managing Director & CEO, he will be a KMP under the provisions of the Companies Act 2013.

NOMINATION AND REMUNERATION POLICY

Based on the recommendations of its Nomination and Remuneration Committee, the Board has adopted a Nomination and Remuneration Policy, which is attached as Annexure A.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiary, Joint Venture or Associate Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There were no material transactions made by the Company during the year that would have required shareholders approval.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

The Company has adopted a policy to deal with related party transactions as approved by the Board of Directors. It is uploaded on the Company''s website at web link: http://smlisuzu.com/Financials/RPTPolicy.aspx

In terms of Section 134(3)(h) of the Companies Act, 2013, there are no transactions to be reported in Form AOC-2. The details of the related party transactions, as per Ind-AS, are set out in Note 37 to the Financial Statements.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is attached as Annexure B.

MEETINGS OF THE BOARD

Five Board meetings were held during the year as detailed in the Corporate Governance Report which forms part of this report. AUDIT COMMITTEE

The Audit Committee comprises three independent Directors, Mr. P.K. Nanda, as Chairman, Mr. A.K. Thakur and Mr. Sudhir Nayar, and the Whole-time Director & CFO, Mr. Gopal Bansal. All the recommendations made by the Audit Committee during the year were accepted by the Board.

PARTICULARS OF EMPLOYEES

The information as per Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report is attached as Annexure C.

The disclosure as per Section 197 of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this Report. However, as per the provisions of Section 136 (1) of the Companies Act, 2013, the report and financial statements are being sent to the Members and others entitled thereto, excluding the aforesaid annexure. This annexure is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy thereof may write to the Company Secretary.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loans, guarantees or made any investments during the year, which would be covered by Section 186 of the Companies Act, 2013.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

The Company proposes to carry Rs. 0.85 crores to General Reserve for the financial year 2017-18 (Previous year -Rs. 6.28 crores).

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes have occurred or commitments made after 31 st March, 2018, which may affect the financial position of the Company or require disclosure.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of natural resources and continuously takes initiatives to reduce consumption of electricity and water.

RISK MANAGEMENT

The primary objective of risk management is to protect the Company against risks to the value of the business, its capital and its continuity. In order to achieve the objective and for better governance, the Board has constituted a Risk Management Committee (RMC) comprising three independent Directors, one non-executive Director and the Whole-time Director & CFO.

RMC is entrusted with the functions of determining efficacy of risk management framework of the Company, evaluation of risks and mitigating measures. The Company has adopted a formal Risk Management Policy based on the recommendations of RMC.

The Policy sets out key risk areas - financial risks (including risk to assets), legislative and regulatory risks, environmental risks (including natural disasters), operational risks (markets, production, technology, etc.), risks relating to employment and manpower, and individual large transactional risks. The Managing Director & CEO identifies and proposes action in respect of all risks through his Management team as and when any are perceived or foreseen or inherent in operations; analyses these, and then reports to RMC for its review and guidance.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) Committee consists of two independent Directors, namely, Mr. S.K.Tuteja, as Chairman and Dr. (Mrs.) Vasantha S. Bharucha and two Executive Directors - Mr. Eiichi Seto, the Managing Director & CEO and Mr. Gopal Bansal, Whole-time Director & CFO. On the recommendation of the Committee, the Board has adopted Company''s policy on CSR with key thrust areas defined as - promoting healthcare and sanitation, supporting education of girl child and under privileged children, sponsoring vocational education for women, etc.

Annual Report on CSR activities for the year ended 31 st March 2018 is attached as Annexure D.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, performance evaluation of the Board, the Directors as well as Committees of the Board has been carried out and the details are covered in the Corporate Governance Report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year.

SHARE CAPITAL

There was no change in the Company''s issued, subscribed and paid-up equity share capital during the year.

DEPOSITS

During the year, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY''S OPERATIONS

To the best of our knowledge, the Company has not received any such orders from regulators, courts or tribunals or any other authority during the year which may impact the going concern status of the Company or its operations in future.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the Act) and the Rules there under. The Policy aims to provide protection to women at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment. The Company has also constituted an Internal Complaints Committee in accordance with the Act, to inquire into complaints and take appropriate action.

The Company has not received any complaint of sexual harassment during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy, to provide formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. It provides for adequate safeguards against victimization of Directors and Employees who avail the mechanism and provides for direct access to the Chairman of the Audit Committee.

Whistle Blower Policy of the Company is available on the Company''s website at the web link: http://smlisuzu.com/Financials/WhistleBlowerPolicy.aspx

SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards on Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date;

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

(d) they have prepared the annual accounts on a going concern basis;

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

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

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Based on the work performed by the internal, statutory and secretarial auditors and the reviews carried out by the Management and the relevant Board Committees, the Directors are of the opinion that the Company has in place, adequate internal financial controls, with reference to financial statements, commensurate with the size and nature of the business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarisation programme for Independent Directors in respect of their roles, rights & responsibilities, nature of the industry in which Company operates, business model of the Company and related matters are available on the website of the Company at the web link: http://smlisuzu.com/Financials/FamiliarisationProgramme.aspx

ALTERATION OF MEMORANDUM OF ASSOCIATION AND ADOPTION OF NEW ARTICLES OF ASSOCIATION

The Memorandum of Association (MOA) and Articles of Association (AOA) of the Company, as currently in force, are in accordance with the Companies Act, 1956.

With the enactment of the Companies Act 2013 (the new Act), as amended from time to time, it is proposed to alter / amend the existing MOA and to adopt new AOA to align with the provisions of the new Act.

Pursuant to the provisions of the Companies Act 2013, read with the Rules framed there under, alteration of MOA and AOA requires approval of shareholders by way of a special resolution and, accordingly, the resolutions are being placed before the Members at the ensuing Annual General Meeting for their approval.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s A. Arora & Co., a firm of Company Secretaries in practice, was appointed as the Secretarial Auditor to carry out the Secretarial Audit of the Company for fiscal 2017-18.

The Secretarial Audit Report, for the year under review, does not contain any qualification and is attached as Annexure E.

STATUTORY AUDITORS

B S R & Associates LLP, a firm of Chartered Accountants, was appointed as the Statutory Auditors of the Company, at its 31 st Annual General Meeting, for a period of five years.

The Auditors'' Report to the Members of the Company, for the year under review, does not contain any qualification.

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

The required information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in the Companies Act, 2013 is attached as Annexure F.

ACKNOWLEDGMENTS

Your Directors express their grateful appreciation for the co-operation received from the concerned Government departments, banks, dealers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the employees of the Company at all levels.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

S.K. TUTEJA EIICHI SETO

Dated : 23rd May, 2018 Chairman Managing Director & CEO

Mar 31, 2017

The Directors are pleased to present their Thirty-Third Annual Report together with audited financial statements for the financial year ended 31st March 2017.

PERFORMANCE REVIEW

The Financial Year 2016-17 witnessed three significant events starting with demonetization of high denomination currency, completion of all processes leading to the promulgation of the long awaited and transformational Goods and Service Tax (GST) and finally a Supreme Court judgment banning, with effect from 1st April 2017, sale of vehicles which only met emission targets for BS III specifications and not the enhanced specifications of BS IV. It is hoped that in the long term the first two events would have favourable effect on the countryâs economy and its GDP, which during financial year 2016-17, grew at an estimated 7.1 percent against 7.9 percent in the preceding year. While demonetization had its adverse impact on business in general, at least in the short term, the ban on sale of vehicles, stated above, has had significant adverse effects, discussed later in the Report.

The growth in the financial year in Commercial Vehicle Industry at 4.3 percent was lower than the 12.2 percent of the preceding year, volume reaching 8,22,500 against 7,88,800 in the preceding year 2015-16. While Light vehicles (LCV) grew 5.5 percent to reach 4,76,300, Medium & Heavy vehicles (M&HCV) segment growth was lower at 2.6 percent with volumes at 3,46,200. However, Your Company was able to achieve robust growth of 17.4 percent, during the year, from 12,700 vehicles to 14,909, as a result of aggressive marketing, brand building actions and several sales promotion initiatives.

The financial performance of the Company, for the year ended 31st March, 2017 is summarized below :

(Rs. in Crores)

	2017	2016
Sales volume (No. of vehicles)	14909	12700
Net revenue	1,373.11	1,172.58
Less : Material cost & other expenses	1,260.96	1,079.54
Operating profit	112.15	93.04
Profit before tax	84.63	68.32
Profit after tax	62.81	51.16
Balance of profit from prior years	158.19	126.07
Surplus available for appropriation	221.00	177.23

The immediate effect of the ban on BS III vehicles was that all vehicles earlier sold to the dealers but still held in their stock as on 31st March 2017 were returned to the Company, reversing sales value, and the value of all non useable components in the Companyâs inventory relating to BS III vehicles had to be written off. The vehicles so returned from the dealers together with Companyâs stock of BS III vehicles are being converted into BS IV compliant vehicles, cost of which is being charged to profits as and when incurred. The Company is also trying to sell some of these vehicles in the overseas market, wherever feasible, which will not require any conversion.

DIVIDEND

The Directors have recommended payment of dividend of Rs. 8.0 per equity share of face value of Rs. 10/- each for the year ended 31 st March, 2017, same as in the previous year, which is subject to the approval of shareholders at the forthcoming Annual General Meeting. The cash outflow will be Rs. 13.93 crores including dividend distribution tax of Rs. 2.36 crores, same as in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis, which also covers the state of the Companyâs affairs, forms a part of this report. CORPORATE GOVERNANCE

A report on corporate governance together with the Auditorsâ Certificate confirming compliance with corporate governance norms, as stipulated under the SEBI Listing Regulations, 2015, forms a part of this report.

INDUSTRIAL RELATIONS

Industrial relations and work atmosphere remained cordial throughout the year with sustained communication and engagement with workforce through various forums.

CREDIT RATING

The Company continues to enjoy the highest rating for short term borrowings of A1 (pronounced A one plus) from ICRA. Further, during the year, the long term rating for line of credit / cash credit limits has been upgraded from AA- (pronounced double A minus) to AA (pronounced double A).

SAFETY, HEALTH AND ENVIRONMENT

Employees are continuously made aware of hazards / risks associated with their job and their knowledge and skills are updated through requisite training to meet any emergency. Regular medical and occupational check-ups of employees are conducted and eco-friendly activities are promoted.

Safe disposal of hazardous waste is ensured through an effluent treatment plant and an incinerator; a sewage treatment plant ensures eco-friendly disposal of sewage.

During the year, the Company has received BS OHSAS 18001: 2007 certificate in respect of Occupational Health & Safety Assessment Series and ISO 14001: 2015 certificate in respect of Environmental Management System.

CURRENT BUSINESS ENVIRONMENT

Pre-buying of vehicles during the last quarter of financial year 2016-17 on account of implementation of BS IV emission norms, effective 1st April 2017, and customersâ expectation of reduction in vehicle prices post implementation of GST has moderated demand in first four months of current financial year with CV volumes contracting 8.1% during the period. Your Company has sold 3928 vehicles during April-July 2017 against 6261 sold in the same period last year.

The above drop in sales volume had its inevitable impact on financial results of the first quarter. On net revenue of Rs. 357.98 crores (Rs. 516.10 crores), during the quarter, the Company has earned profit after tax of Rs. 6.75 crores (Rs. 40.86 crores).

CRISIL has forecast GDP growth at 7.4 percent for 2017-18 based on factors such as normal monsoons, softer interest rates and relatively benign inflation. As for CV Industry, expertsâ view is that CV industry will improve gradually and register growth of 6-8 percent during financial year 2017-18. For the Company, however, competition is becoming intense with entry of new players and existing players expanding their product portfolios.

Based on the above and expected recovery in demand for commercial vehicles in the second half of the current financial year, the Directors can look towards recovering the lost ground so far, during rest of the year.

Amidst the tough competitive environment, the Company will continue its focus on product development, innovative and cost effective technology solutions, up-gradation of plant infrastructure to improve manufacturing technology and efficiencies and cost cutting.

The Companyâs capex project envisaging an outlay of Rs. 220 crores for technology, product development and up-gradation of plant infrastructure to improve manufacturing efficiency is progressing well. An amount of Rs 107.0 crores has been spent till 31st March, 2017. To part finance this capex, the Company had drawn Rs. 35.0 crores External Commercial Borrowings (ECB) during financial year 2016-17, designated in US Dollars (fully hedged) and the rest has been from internal accruals. The Company has also planned to incur an estimated capex of Rs. 30.0 crores towards enhancing the production capacity of its Plant from 18,000 vehicles to 24,000 vehicles per annum by setting up an additional assembly line, to be funded through internal accruals.

DIRECTORS

Mr. Kimitoshi Kurokawa tendered his resignation as Director of the Company with effect from 5th August, 2016. The Board, in its Meeting held on 5th August, 2016, recorded its deep appreciation for his valuable support and advice during his tenure.

Mr. Kazuo Goda was appointed as an Additional Director of the Company on 5th August, 2016 and holds office up to the forthcoming Annual General Meeting. The Company has received Notice under Section 160 of the Companies Act, 2013 proposing Mr. Godaâs appointment as a Director of the Company for consideration of the Members at the forthcoming Annual General Meeting.

Mr. Kei Katayama tendered his resignation as Director-R&D of the Company with effect from 25th May, 2017. The Board, in its Meeting held on 10th May, 2017, recorded its deep appreciation for Mr. Katayamaâs contribution in R&D activities of the Company during his tenure.

Mr. Takahiro Imai was appointed as an Additional Director and Whole-time Director of the Company on 10th May, 2017 (effective 26th May 2017) designated as Director-R&D (Isuzu Products & Projects) for two years and holds office up to the forthcoming Annual General Meeting. The Company has received Notice under Section 160 of the Companies Act, 2013 proposing Mr. Imaiâs appointment as a Director of the Company for consideration of the Members at the forthcoming Annual General Meeting.

At the last Annual General Meeting held in August 2016, the Members had approved the appointment of Mr. Takeru Kikkawa as Non-Executive Director.

Mr. Masaki Nakajima retires by rotation and being eligible, offers himself for re-appointment.

Mr. Masahiro Narikyo retires by rotation and being eligible, offers himself for re-appointment.

The details of the Directors being recommended for appointment / re-appointment are contained in the Notice convening the forthcoming Annual General Meeting of the Company.

All the independent Directors have given declaration to the Company that they meet the criteria of âindependenceâ set out in the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL (KMPs)

No KMP has resigned or was appointed during the year.

NOMINATION AND REMUNERATION POLICY

Based on the recommendations of the Nomination and Remuneration Committee, the Board has adopted a Nomination and Remuneration Policy, which is attached as Annexure A.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were at armâs length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There were no material transactions made by the Company during the year that would have required shareholders approval.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

The Company has adopted a policy to deal with related party transactions as approved by the Board of Directors. It is uploaded on the Companyâs website at web link: http://smlisuzu.com/Financials/RPTPolicy.aspx

In terms of Section 134(3)(h) of the Companies Act, 2013, there are no transactions to be reported in Form AOC-2. The details of the related party transactions as per Accounting Standard 18 are set out in Note 33 to the Financial Statements.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is attached as Annexure B.

MEETINGS OF THE BOARD

Five Board meetings were held during the year as detailed in the Corporate Governance Report which forms part of this report. AUDIT COMMITTEE

The Audit Committee comprises three independent Directors, Mr. P.K. Nanda, as Chairman, Mr. A.K. Thakur and Mr. Sudhir Nayar, and the Whole-time director & CFO, Mr. Gopal Bansal. All the recommendations made by the Audit Committee during the year were accepted by the Board.

PARTICULARS OF EMPLOYEES

The information as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report and attached as Annexure C.

The disclosure as per Section 197 of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this Report. However, as per the provisions of Section 136(1) of the Companies Act, 2013, the report and financial statements are being sent to the Members and others entitled thereto, excluding the aforesaid annexure. This annexure is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company. Any member interested in obtaining a copy thereof may write to the Company Secretary.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loans, guarantees or made any investments during the year, which would be covered by Section 186 of the Companies Act, 2013.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

The Company proposes to carry Rs. 6.28 crores to General Reserve for the financial year 2016-17 (Previous year - Rs. 5.12 crores).

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes have occurred or commitments made after 31 st March, 2017, which may affect the financial position of the Company or require disclosure.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of natural resources and continuously takes initiatives to reduce consumption of electricity and water.

RISK MANAGEMENT

The Policy sets out key risk areas - financial risks (including risk to assets), legislative and regulatory risks, environmental risks (including natural disasters), operational risks (markets, production, technology, etc.), risks relating to employment and manpower, and individual large transactional risks. The Managing Director & CEO identifies and proposes action in respect of all risks through his management team as and when any are perceived or foreseen or inherent in operations; analyses these, and then reports to RMC for its review and guidance.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) Committee consists of two independent Directors, namely, Mr. S.K.Tuteja, as Chairman and Dr. (Mrs.) Vasantha S. Bharucha and two Executive Directors - Mr. Eiichi Seto, the Managing Director & CEO and Mr. Gopal Bansal, Whole-time Director & CFO. On the recommendations of the Committee, the Board has adopted Companyâs policy on CSR with key thrust areas defined as - promoting healthcare and sanitation, supporting education of girl child and under privileged children, sponsoring vocational education for women, etc.

Annual Report on CSR activities for the year ended 31st March 2017 is attached as Annexure D.

BOARD EVALUATION

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year.

SHARE CAPITAL

There was no change in the Companyâs issued, subscribed and paid-up equity share capital during the year.

DEPOSITS

During the year, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYâS OPERATIONS

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has not received any complaint of sexual harassment during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy, to provide formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy. It provides for adequate safeguards against victimization of Directors and employees who avail the mechanism and provides for direct access to the Chairman of the Audit Committee.

Whistle Blower Policy of the Company is available on the Companyâs website at web link: http://smlisuzu.com/Financials/WhistleBlowerPolicy.aspx

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts for the year ended 31 st March, 2017, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2017 and of the profit of the Company for the year ended on that date;

(d) they have prepared the annual accounts on a going concern basis;

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

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

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Based on the work performed by the internal, statutory and secretarial auditors and the reviews carried out by the Management and the relevant Board Committees, the Directors are of the opinion that the Company has in place, adequate internal financial controls with reference to financial statements, commensurate with the size and nature of the business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarisation programme for Independent Directors in respect of their roles, rights & responsibilities, nature of the industry in which Company operates, business model of the Company and related matters are available on the website of the Company at web link: http://smlisuzu.com/Financials/FamiliarisationProgramme.aspx

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s A. Arora & Co., a firm of Company Secretaries in practice, were appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit of the Company for financial year 2016-17.

The Secretarial Audit Report does not contain any qualification and is attached as Annexure E.

STATUTORY AUDITORS

B S R & Associates LLP, a firm of Chartered Accountants, was appointed as the Statutory Auditors of the Company, at its 31st Annual General Meeting, for a period of five years, subject to ratification by the Members of the Company at every subsequent AGM. Such ratification for the financial year 2017-18 is being sought from the Members at the forthcoming AGM.

As per the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent from B S R & Associates LLP, Chartered Accountants, for continuation of its appointment and a Certificate, to the effect that its appointment, if continued, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

The Auditorsâ Report to the shareholders for the year under review does not contain any qualification.

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

The required information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in the Companies Act, 2013 is attached as Annexure F.

ACKNOWLEDGMENTS

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

S.K. TUTEJA EIICHI SETO

Dated : 10th August, 2017 Chairman Managing Director & CEO

Mar 31, 2015

Dear Members,

The Directors are pleased to present their thirty-first Annual Report together with audited financial statements for the financial year ended 31st March 2015.

PERFORMANCE REVIEW

The Indian economy witnessed a modest recovery in the year with lower fiscal and current account deficit, slowing inflation, lowering interest rates and weak commodity prices, particularly oil. It was hoped that the new initiatives on reforms and economic management would give considerable push to the industrial economy and business sentiment but the change was only marginal as reflected in the GDP growth to 7.3% from 6.9%. However, none of these assisted demand for commercial vehicles, which declined 1.3%. Sales volume in 5-12 ton GVW segment, in which the Company principally operates, remained virtually static. However, happily, your Company was able to achieve higher sales, at 11759 vehicles against 9760 in the previous year.

The financial performance of the Company, for the year ended 31st March, 2015 is summarized below:

(Rs. in Crores)

2015 2014

Sales volume (No. of vehicles) 11759 9760

Net revenue 1,114.34 885.99

Less : material cost & other expenses 1,040.00 849.58

Operating profit 74.34 36.41

Profit before tax 48.74 17.71

Profit after tax 36.94 17.40

Balance of profit from prior years 103.28 92.70

Surplus available for appropriation 140.22 110.10

Transfer to General Reserve 3.70 1.74

Proposed dividend (including tax) 10.45 5.08

Amount carried to Balance Sheet 126.07 103.28

DIVIDEND

The Directors have recommended payment of dividend of Rs. 6.0 per equity share of face value of Rs. 10 each for the year ended 31st March, 2015 (previous year - Rs. 3.0 per equity share ) amounting to Rs. 10.45 crores (previous year - Rs. 5.08 crores), including dividend distribution tax of Rs. 1.77 crores (previous year - Rs. 0.74 crores).

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis, which also covers the state of the Company's affairs, forms a part of this report.

CORPORATE GOVERNANCE

A report on corporate governance together with the Auditors' Certificate confirming compliance with corporate governance norms, as stipulated in the Listing Agreements, forms a part of this report.

INDUSTRIAL RELATIONS

Industrial relations and work atmosphere remained cordial throughout the year with sustained communication and engagement with workforce through various forums.

CREDIT RATING

The Company continues to enjoy the highest rating for short term borrowings, of A1 from ICRA reflecting the Company's financial prudence. Further, the long term rating for line of credit / cash credit limits has been upgraded from A to AA-.

SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate strong commitment to safety, health and environment which have been adopted as core organizational values. The Company assures safety and audits its facilities in accordance with statutory and regulatory requirements.

Employees are continuously made aware of hazards / risks associated with their job and necessary training is imparted to update their knowledge and skill to meet any emergency. Regular medical and occupational check-ups of employees are conducted and eco-friendly activities are promoted.

Safe disposal of hazardous waste is ensured through an effluent treatment plant and an incinerator; a sewage treatment plant ensures eco-friendly disposal of sewage.

CURRENT BUSINESS ENVIRONMENT

High degree of optimism arising out of policy statements from a new stable government, most economists forecasting that the Indian economy is set for sustained growth with lower oil prices, some containment of inflation, stable financial and currency policy, has been somewhat belied so far. The expected growth in industrial, construction and mining sectors is still elusive. However, encouraged by replacement demand, an early resolution of the GST stalemate and a reasonable monsoon all together justify the growth forecast by the Society of Indian Automobile Manufacturers (SIAM) of 13-15% for medium & heavy vehicles and 3-5 % for low weight vehicles. Overall growth of commercial vehicle industry in the first quarter of the current year April-June, 2015 was reported at 6% (Domestic - 3.6% and Exports - 26.0%).

The Company registered sales volume growth of 5%, in the first quarter, 3810 (3629) vehicles, out of which passenger vehicle sale was 2766 (2749) and cargo trucks 1044 (880). Although the growth trend is expected to be maintained, that has to be seen in the light of prevailing uncertainty over enforcement of safety / emission regulations in respect of commercial vehicles.

On net revenue of Rs. 385.2 crores, the Company has earned profit after tax of Rs. 29.1 crores in the first quarter of the current year compared with Rs. 340.3 crores and Rs. 23.4 crores, respectively in the corresponding quarter last year.

In view of the foregoing comments, the Directors can look to a reasonable sales performance in the current year, but no more, with continuing emphasis on cost control and cash management.

The civil construction work in respect of the Company's capex project envisaging an outlay of Rs. 220 crores, as stated in the last Annual Report, for technology, product development and up-gradation, plant infrastructure to improve manufacturing efficiency commenced during the last quarter of financial year under review. Other work is also in progress.

DIRECTORS

Mr. Katsuya Okihiro tendered his resignation as Director of the Company in March, 2015. The Board, at its Meeting held on 27th March, 2015, recorded its deep appreciation for his valuable support and advice during his tenure.

Mr. Hiroshi Omino tendered his resignation as Director of the Company in July, 2015. The Board, at its Meeting held on 7th August, 2015, recorded its deep appreciation for his valuable support and advice during his tenure.

Mr. Masahiro Narikiyo was appointed as an Additional Director of the Company on 27th March, 2015 and holds office up to the forthcoming Annual General Meeting. The Company has received Notice under Section 160 of the Companies Act, 2013 proposing Mr. Narikiyo's appointment as a Director of the Company for consideration of the Members at the forthcoming Annual General Meeting.

Mr. Kimitoshi Kurokawa was appointed as an Additional Director of the Company on 7th August, 2015 and holds office up to the forthcoming Annual General Meeting. The Company has received Notice under Section 160 of the Companies Act, 2013 proposing Mr. Kurokawa's appointment as a Director of the Company for consideration of the Members at the forthcoming Annual General Meeting.

Mr. Masaki Nakajima retires by rotation and being eligible, offers himself for re-appointment.

Mr. Kyoichiro Takashima retires by rotation and being eligible, offers himself for re-appointment.

At the last Annual General Meeting of the Company, held in September 2014, the Members had approved the appointment of Mr. Hiroshi Omino and Mr. Kyoichiro Takashima as Non-Executive Directors, Mr. S.K.Tuteja, Mr. P.K. Nanda, Mr. A.K.Thakur, Mr. Sudhir Nayar and Dr. (Mrs.) Vasantha S. Bharucha as Independent Directors, Mr. Eiichi Seto as Managing Director & CEO, Mr. Gopal Bansal as Whole-time Director & CFO and Mr. Kei Katayama as Director - R&D.

All the independent Directors have given declarations to the Company that they meet the criteria of 'independence' set out in the Listing Agreements and the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL (KMPs)

In terms of the applicable provisions of the Companies Act 2013, following were appointed as KMPs w.e.f. 1st April, 2014:

Name Designation

Mr. Eiichi Seto Managing Director & CEO

Mr. Gopal Bansal Whole-time Director & CFO

Mr. Parvesh Madan Company Secretary

No KMP has resigned or was newly appointed during the year.

NOMINATION AND REMUNERATION POLICY

Based on the recommendations of the Nomination and Remuneration Committee, the Board approved a Nomination and Remuneration Policy, which is attached as Annexure A.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and the Listing Agreements. There were no material transactions made by the Company during the year that would have required shareholders approval under the Listing Agreements.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

The Company has adopted a policy to deal with related party transactions as approved by the Board of Directors. It is uploaded on the Company's website at web link: http://smlisuzu.com/Financials/RPTPolicy.aspx.

In terms of Section 134(3)(h) of the Companies Act, 2013, there are no transactions to be reported in Form AOC-2.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is attached as Annexure B.

MEETINGS OF THE BOARD

Five Board meetings were held during the year as detailed in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee comprises three non-executive independent Directors, Mr. P.K. Nanda, as Chairman, Mr. A.K. Thakur and Mr. Sudhir Nayar, and one whole-time director, Mr. Gopal Bansal, Whole-time Director & CFO. All the recommendations made by the Audit Committee during the year were accepted by the Board.

PARTICULARS OF EMPLOYEES

The information as per Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto without the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy thereof may write to the Company Secretary in this regard.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loans, guarantees or made any investments during the year, which would be covered by Section 186 of the Companies Act, 2013.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

The Company proposes to carry Rs. 3.70 crores to General Reserve for the FY 2014-15. (Previous year - Rs. 1.74 cores).

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

No adverse material changes have occurred or commitments made after 31st March, 2015 which may affect the financial position of the Company or require disclosure.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of natural resources and continuously takes initiatives to reduce consumption of electricity and water.

RISK MANAGEMENT

The primary objective of risk management is to protect the Company against risks to the value of the business, its capital and its continuity. In order to achieve the objective and for better governance, the Board has constituted a Risk Management Committee (RMC) comprising three independent Directors, one non-executive Director and the Whole-time Director & CFO.

RMC is entrusted with the functions, earlier overseen by the Audit Committee, of determining efficacy of risk management framework of the Company, evaluation of risks and mitigating measures. Based on its recommendations, the Company has adopted a formal Risk Management Policy.

The Policy sets out important areas of risk- financial risks (including risk to assets), legislative and regulatory risks, environmental risks (including natural disasters), operational risks (markets, production, technology, etc.), risks relating to employment and manpower, and individual large transactional risks. The Managing Director & CEO identifies and proposes action in respect of all risks through his management team as and when any are perceived or foreseen or inherent in operations; analyses these, and then reports to RMC for its review and guidance.

Pursuant to Section 135 of the Companies Act, 2013, your Directors have constituted Corporate Social Responsibility (CSR) Committee with two independent non- executive Directors, namely, Mr. S.K.Tuteja, as Chairman and Dr. (Mrs.) Vasantha S. Bharucha (w.e.f. 8th May, 2015), and two whole-time Directors namely Mr. Eiichi Seto, Managing Director & CEO and Mr. Gopal Bansal, Whole-time Director & CFO as its members. On its recommendation, the Board has adopted a Company policy on CSR with thrust areas of activities to include promoting healthcare and sanitation, supporting education of under privileged children / girl child, sponsoring vocational education for women and providing support to war widows and their dependents.

Annual Report on CSR activities for the year ended 31st March 2015 is attached as Annexure C.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreements, the Board has carried out an annual evaluation of its own performance and that of its Committees after seeking inputs from all the Directors and members of relevant Committees. The Board also carried out performance evaluation of each Director based on the evaluation carried out by the Nomination and Remuneration Committee (NRC).

The criteria for performance evaluation was set out by NRC and adopted by the Board. These included composition and structure of the Board and its Committees, effectiveness of the Committees, knowledge of the Company's operations by members, their participation at meetings including preparedness for issues for consideration, level of contributions in assessing and improving performance of the Company and interactions amongst themselves and with senior management. Adherence to code of conduct of the Company, fiduciary and statutory obligations, continuing maintenance of independence by independent Directors were a part of the performance evaluation.

The Board was satisfied with its composition and its diversified nature and that all Directors upheld highest standards of integrity and probity, adhered to Company's code of conduct, made constructive and effective contribution at meetings and generally carried out their responsibilities well in the interest of the Company and its stakeholders.

A separate meeting of independent Directors was held to review the performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman of the Company, taking into account the views of other Directors. That review was most satisfactory.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year.

SHARE CAPITAL

There was no change in the Company's issued, subscribed and paid-up equity share capital during the year.

DEPOSITS

The Company has not accepted deposits under Chapter V of the Companies Act, 2013.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS

To the best of our knowledge, the Company has not received any such orders from regulators, courts or tribunals during the year which may impact the going concern status of the Company or its operations in future.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the Act) and the Rules there under. The Policy aims to provide protection to women at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment. The Company has also constituted an Internal Complaints Committee in accordance with the Act, to inquire into complaints and recommend appropriate action.

During the year, the Company has not received any complaint of sexual harassment.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy, to provide formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. It provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee.

Whistle Blower Policy of the Company is available on the Company's website at web link : http://smlisuzu.com/Financials/ WhistleBlowerPolicy. aspx

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Based on the work performed by the internal, statutory and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, the Directors are of the opinion that the Company has in place, adequate internal financial controls with reference to financial statements, commensurate with the size and nature of the business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of the programme of familiarisation with the Company for independent Directors in respect of their roles, rights & responsibilities, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company at web link http://smlisuzu.com/Financials Familiarisation Programme.aspx.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s A. Arora & Co., a firm of Company Secretaries in practice, to undertake the Secretarial Audit of the Company for FY 2014-15.

The Secretarial Audit Report does not contain any qualification and is attached as Annexure D.

STATUTORY AUDITORS

B S R & Company, which was appointed statutory auditors of the Company, at the last Annual General Meeting held in September 2014, and which is a part of the network B S R Affiliates has expressed its inability to continue as statutory auditors of the Company after the ensuing Annual General Meeting of the Company. B S R & Associates LLP, which is a part of the same network, viz. B S R Affiliates, has expressed its willingness to be appointed as the statutory auditors of the Company after the ensuing Annual General Meeting of the Company.

As required under the provisions of Section 139(1) of the Companies Act, 2013 (the Act), the Company has received written consent from B S R & Associates LLP for its appointment and a certificate to the effect that its appointment, if made, would be in accordance with the Act and the Rules framed thereunder and that it satisfies the criteria provided in Section 141 of the Act.

The notes on Financial Statements referred to in the Auditor's Report are self explanatory and do not call for any further comments.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in the Companies Act, 2013 is attached as Annexure E.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

S.K. TUTEJA EIICHI SETO Dated : 07 August 2015 Chairman Managing Director & CEO

Mar 31, 2014

Dear Members,

The Directors are pleased to present their Thirtieth Annual Report together with audited Financial Statements for the financial year ended 31st March 2014.

PERFORMANCE REVIEW

The report of the Directors for 2013 foresaw no major improvement in the economy which might give confidence for a recovery in demand for the Company''s products. In the event, the pace of slowdown continued with GDP growth falling to under 5%, the commercial vehicle industry inevitably suffered further falls in demand, of as much as 19% in the year under review with volumes falling to 709,800 vehicles from 873,200. The 5-12 ton GVW category, in which the Company principally operates, also declined by 15% to 100,200 from 118,100. In this backdrop, Company''s sales volume suffered a drop of 19% with devastating effect on profitability, even though highly inflationary pressures on costs, particularly wages, were almost totally offset by large savings in financial costs.

The financial performance of the Company, for the year ended 31st March, 2014 is summarized below:

(Rs. in Crores) 2014 2013

Sales Volume (Nos.) 9760 12045

Net Revenue 885.99 1,011.06

Less:Material Cost & Other Expenses 849.58 931.78

Operating Profit 36.41 79.28

Profit Before Tax 17.71 48.49

Profit After Tax 17.40 36.43

Balance of Profit from Prior Years 92.70 73.45

Surplus available for Appropriation 110.10 109.88

Transfer to General Reserve 1.74 3.64

Proposed Dividend (including tax) 5.08 13.54

Amount carried to Balance Sheet 103.28 92.70

DIVIDEND

The Directors have recommended payment of dividend @ 30% (Rs. 3.0 per share) for the Financial Year 2013-14 (80% in 2012-13).

MANAGEMENT DISCUSSION & ANALYSIS, CORPORATE GOVERNANCE

A Management Discussion & Analysis Report is annexed to this report. A report on Corporate Governance together with the Auditors'' Certificate confirming compliance of Corporate Governance norms also forms part of this Annual Report.

INDUSTRIAL RELATIONS

Industrial Relations and work atmosphere remained cordial throughout the year with sustained communication and engagement with workforce through various forums.

CREDIT RATING

The Company continues to enjoy the highest rating for short term borrowings, of A1 from ICRA reflecting the Company''s financial prudence.

PARTICULARS OF EMPLOYEES

The Company had 7 employees who were in receipt of remuneration of not less than Rs.6,000,000 during the year ended 31st March, 2014 or not less than Rs. 500,000 per month during any part of the said year.

A statement of particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219(1)(b)(iv), this statement, is not being sent to the shareholders with this report and the accompanying accounts. Members who wish to receive a copy may write to the Company Secretary at the Registered Office of the Company.

SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate strong commitment to safety, health and environment. These aspects have been adopted as core organizational value of the Company.

Employees are continuously made aware of hazards / risks associated with their job and necessary training is imparted to them to update their knowledge and skill to meet any emergency.

The Company carries out statutory safety assurance and audits its facilities as per legal requirements. Regular medical and occupational check-up of employees are conducted and eco-friendly activities are promoted.

The Company has incinerator plant for safe disposal of hazardous waste and a sewage treatment plant ensures eco-friendly disposal of sewage.

CURRENT BUSINESS ENVIRONMENT

From all reports the national economy may have seen the worst behind it with slow resumption of growth, even though industrial indicators are still somewhat lackluster. The overall outlook, not least arising from the strong mandate delivered to the newly elected Government promising political stability and decisive industrial and fiscal policies, lends hope to an early revival of the commercial vehicles industry.

The Company is fully prepared to take advantage of the revival and with new and improved products it looks forward to sharing in sustained growth of the commercial vehicle industry, even though it may be gradual.

An enhancement in the in-house production of bus bodies as a result of completion of the facilities added as a part of the earlier reported expansion project, together with much improved vendor supplies, led to sale of passenger vehicles increasing to 2,749 in the first quarter, April-June, 2014 from 2,271 in the corresponding quarter of previous year. The seasonal demand for school buses was a major contributor. Cargo vehicles, however, fell short - 880 against 924 - reflecting the poor industrial growth. This product mix alongwith better per vehicle realization has enabled net revenue of Rs 340.3 crores and profit after tax of Rs 23.4 crores compared with Rs.10.2 crores in the corresponding quarter last year.

The Board has approved a capex plan envisaging an outlay of Rs. 220 crores to be implemented over next three years towards substantial technology and product up-gradation, development of products/ variants and on plant infrastructure to improve manufacturing efficiency.

DIRECTORS

Mr. Yutaka Watanabe decided to demit office of Managing Director & CEO with effect from 25th December 2013. The Directors placed on record their deep sense of appreciation of his strong and inspirational leadership as Managing Director & CEO, and his outstanding contribution to the Company.

Mr. Eiichi Seto, who joined the Board as non-executive Director in May 2010, was appointed Managing Director & CEO of the Company for a period of 5 years with effect from 26th December 2013, subject to approval of shareholders of the Company in General Meeting and of the Central Government.

Mr. Yasuyuki Niijima tendered his resignation as Director of the Company in October, 2013. The Board, at its Meeting held on 11th November, 2013, placed on record its deep appreciation for his valuable support and advice during his tenure.

Mr. Hiroshi Omino was appointed as an Additional Director of the Company on 11th November, 2013 and holds office up to the forthcoming Annual General Meeting. The Company has received Notice u/s 160 of the Companies Act, 2013 proposing Mr. Omino''s appointment as a Director of the Company for consideration of the members at the forthcoming Annual General Meeting.

Mr. Kyoichiro Takashima was appointed as an Additional Director of the Company on 11th February, 2014. The Company has received Notice u/s 160 of the Companies Act, 2013 proposing Mr. Takashima''s appointment as a Director of the Company for consideration of the members at the forthcoming Annual General Meeting.

Mr. Gopal Bansal was appointed as an Additional Director and Whole-time Director on 11th February, 2014 on the Board designated as Whole-time Director & CFO, for 5 years, subject to the approval of the Shareholders of the Company in the General Meeting. The Company has received Notice u/s 160 of the Companies Act, 2013 proposing Mr. Bansal''s appointment as a Director of the Company for consideration of the members at the forthcoming Annual General Meeting.

Mr. Yuji Kosaka tendered his resignation as Director-R&D effective 18th June 2014. The Board, at its Meeting held on 8th August, 2014, placed on record its appreciation for his contribution for development of new products during his tenure.

Mr. Kei Katayama was appointed as an Additional Director and Whole-time Director on 8th August, 2014 on the Board designated as Director-R&D, for 3 years, subject to the approval of the Shareholders of the Company in the General Meeting and of the Central Government. The Company has received Notice u/s 160 of the Companies Act, 2013 proposing Mr. Katayama''s appointment as a Director of the Company for consideration of the members at the forthcoming Annual General Meeting.

The Board, on the recommendation of Nomination & Remuneration Committee, has proposed the appointment of Dr. (Mrs.) Vasantha S. Bharucha, a Ph.D. in Economics, having experience of 45 years in areas such as Economics, Strategy Planning, Fiscal Policy, etc. as an independent Director of the Company for five years in the forthcoming Annual General Meeting.

Mr. K. Okihiro and Mr. Pankaj Bajaj are the Directors retiring by rotation at the forthcoming Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, the Company has always strived to maintain the highest standards of social responsibility, governance, safety and environmental performance. Pursuant to Section 135 of The Companies Act, 2013, your Directors have constituted Corporate Social Responsibility Committee (CSR) with three Directors, namely, Mr. S.K. Tuteja, Non Executive Independent Director as Chairman, Mr. Eiichi Seto, Managing Director & CEO, and Mr. Gopal Bansal, Whole-time Director & CFO, as Members.

It will formulate and recommend to the Board a CSR Policy and under that the activities to be undertaken, amounts to be spent and monitoring implementation thereof.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provision of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that :

i) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION ETC.

A report required under the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988 is annexed to this Report.

COST AUDIT

On the stipulation of the Central Government, Cost Audit of the Company for financial year 2013-14 is being conducted by Messers ABS & Associates, Cost Accountants.

AUDITORS

B S R & Company, Chartered Accountants, retires as Auditors of the Company and has given its consent for reappointment. As required under the provisions of Section 139(1) of the new Companies Act ("the Act"), the Company has received a written consent from the above Auditors for their appointment and a Certificate, to the effect that their re-appointment, if made, would be in accordance with the Act and the Rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Act.

In respect of suggestion made by the Auditors in the annexure to their Report at Para (iv), the Management has already taken steps to strengthen internal control procedures in respect of purchase of inventories and fixed assets and the observation at para (ix) (a), when read with relevant note in the Notes to the Financial Statements, is self explanatory.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

S.K. TUTEJA EIICHI SETO Dated : 08 August 2014 Chairman Managing Director & CEO

Mar 31, 2013

The Directors are pleased to present their Twenty Ninth Annual Report together with Audited Accounts for the financial year ended 31st March 2013.

PERFORMANCE REVIEW

The Directors had stated in the performance review last year that a slowdown in manufacturing seemed almost inevitable with the economic data that was emerging. In the event, the year under review saw a much deeper slowdown in the Indian economy with its consequential impact on the commercial vehicle industry. After an impressive performance over the period 2008-09 to 2011-12 with compounded annual growth of 28% and volume reaching 902,000 vehicles, the industry suffered a decline of 3.2% in the year under review. Unfortunately, the decline was even higher at 7.2% in the 5-12 ton GVW category in which the Company mainly operates - 118,100 vehicles from 127,300 in 2011-12. This magnitude of the drop has adversely impacted both revenue and profit even though several measures taken in anticipation of the downturn arrested a sharper decline in profits.

The financial performance of the Company, for the year ended 31st March, 2013 is summarized below:

(Rs. in Crores)

2013 2012

Sales Volume (Nos.) 12045 13646

Net Revenue 1,011.06 1,042.22

Less : Material Cost & Other Expenses 91.78 956.19

Operating Profit 79.28 86.03

Profit Before Tax (before exceptional & prior period item) 48.49 64.96

Exceptional & prior period item 4.88

Profit After Tax 36.43 41.87

Balance of Profit from Prior years 73.45 49.22

Surplus available for appropriation 109.88 91.09

Transfer to General Reserve 3.64 4.19

Proposed Dividend (including tax) 13.54 13.45

Amount carried to Balance Sheet 92.70 73.45

DIVIDEND

The Directors have recommended payment of dividend @ 80% (Rs. 8.0 per share) for the Financial Year 2012-13, at the same level as the previous year.

MANAGEMENT DISCUSSION & ANALYSIS, CORPORATE GOVERNANCE

A Management Discussions & Analysis Report is annexed to this report. A report on Corporate Governance together with the Auditors'' Certificate confirming compliance of Corporate Governance norms also forms part of this Annual Report.

INDUSTRIAL RELATIONS

Industrial Relations and work atmosphere remained cordial throughout the year. The Company has ensured sustained communication and engagement with workforce through various forms.

CREDIT RATING

The Company continues to have the highest rating, for short term borrowings, of A1 from ICRA. Highest credit rating reflects the Company''s strong financial discipline & prudence.

PARTICULARS OF EMPLOYEES

The Company had 5 employees who were in receipt of remuneration of not less than Rs.60,00,000 during the year ended 31st March, 2013 or not less than Rs. 5,00,000 per month during any part of the said year.

A statement of particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report, together with Accounts, is being sent to the Shareholders of the Company, excluding the statement of particulars of employees under Section 217(2A) of the Act. Members desiring to have a copy of the same, may write to the Company Secretary at the Registered Office of the Company.

SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate strong commitment to safety, health and environment. These aspects have been adopted as core organizational value of the Company.

Employees are continuously made aware of hazards / risks associated with their job and necessary training is imparted to them to update their knowledge and skill to meet any emergency situation.

The Company carries out statutory safety assurance and audits its facilities as per legal requirements. Regular medical and occupational check-up of employees are conducted and eco-friendly activities are promoted.

The Company has incinerator plant for safe disposal of hazardous waste and a sewage treatment plant ensures eco-friendly disposal of sewage.

CURRENT BUSINESS ENVIRONMENT

Your Directors feel that currently there are no signs of any major improvement in macro-economic indicators which may reverse, or even arrest the declining trend for the Commercial Vehicle industry. It continues to bear the brunt of lower cargo availability, reduced Government expenditure, restrictive measures on mining in some states and continuation of tight monetary regime. Industry performance during April-June, 2013 quarter has further suffered with a 10% volume drop compared with the corresponding period last year. Under such conditions, on a sale volume of 3195 (3257) vehicles, during this quarter, the Company recorded a net profit of Rs. 10.2 crores (Rs. 12.2 crores).

In the above background, despite certain policy announcements for improving the economy, the Directors do not foresee that markets for the Company''s products will substantially increase. With efforts made in recent months to launch some improved products and further tightening of control over expenditure and cash resources, they hope that profitability will suffer the minimum effect. In these circumstances, it is given that the Company - and indeed the whole commercial vehicle industry will face pressure on margins. Product development has continued so that some of these adverse effects are mitigated, particularly over the longer term.

DIRECTORS

The Board reports with great regret the sad demise on 3rd March of this year of Mr. Harkirat Singh, who was an independent Director of the Company since 1991. He had played a constructive role at the Board, which at its Meeting on 7th May, 2013, placed on record its deep appreciation of the invaluable counsel and services rendered by Mr. Harkirat Singh.

Mr. R.P. Sehgal, who joined the Company in 2004 as Executive Director-Works and was appointed a Whole-time Director in 2010, completed his tenure of three years on 31st May, 2013. His tenure was marked by his involvement in setting up new facilities for enhancing manufacturing capacity including the new bus body plant for state-of-the- art ultra luxury buses. The Board has placed on record its deep appreciation for the outstanding contribution and distinguished services rendered by him to the Company. Directors and all his colleagues in the Company wish him and his family all the best for the future.

Mr. Masao Tabuchi tendered his resignation as Director of the Company in April, 2013 on his appointment in a new position in his Company. While regrettably accepting his resignation, the Board, at its Meeting held on 7th May, 2013, placed on record its deep appreciation for his valuable guidance and advice during the period of his association with the Company.

Mr. Kenji Iida tendered his resignation as Director of the Company in April, 2013. The Board, at its Meeting held on 7th May, 2013, took note of the same and placed on record its deep appreciation for the valuable contributions made by him during the period of his association with the Company.

Mr. Masaki Nakajima was co-opted as a Director of the Company on 7th May, 2013 and holds office upto the forthcoming Annual General Meeting. The Company has received Notice u/s 257 of the Companies Act, 1956 proposing Mr. Nakajima''s appointment as a Director of the Company for consideration of the members at the forthcoming Annual General Meeting.

Mr. Yasuyuki Niijima was co-opted as a Director of the Company on 7th May, 2013 and holds office upto the forthcoming Annual General Meeting. The Company has received Notice u/s 257 of the Companies Act, 1956 proposing Mr. Niijima''s appointment as a Director of the Company for consideration of the members at the forthcoming Annual General Meeting.

Recognizing the need to strengthen Research and Development function of the Company much needed for the development of new products and upgrading the existing ones, the Board at its meeting held on 8th November, 2012 appointed, subject to Shareholders'' approval, Mr. Yuji Kosaka, as Whole-time Director with effect from 8th November, 2012 for a period of two years, designated as Director-R&D. Mr. Kosaka worked with Isuzu Motors group for almost 43 years and has vast experience in the fields of Quality Control & Manufacturing Engineering. Appropriate resolution for Mr. Kosaka''s appointment as Director of the Company has been proposed for the forthcoming Annual General Meeting.

Mr. Sudhir Nayar was co-opted as an additional Director of the Company on 6th August, 2013 and holds office upto the forthcoming Annual General Meeting of the Company. The Company has received Notice u/s 257 of the Companies Act, 1956 proposing Mr. Nayar''s appointment as a Director of the Company for consideration of the members at the forthcoming Annual General Meeting.

Mr. E. Seto, Mr. P.K. Nanda and Mr. Pankaj Bajaj are the Directors retiring by rotation at the forthcoming Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provision of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that :

i) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION ETC.

A report required under the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988 is annexed to this Report.

COST AUDIT

On the stipulation of the Central Government, Cost Audit of the Company for financial year 2012-13 is being conducted by Messers ABS & Associates, Cost Auditors.

AUDITORS

Observations made by the Auditors, when read with the relevant notes forming part of Accounts, are self- explanatory.

B S R & Company, Chartered Accountants, retires as Auditors of the Company and has given its consent for reappointment. As required under the provisions of Section 224(1B) of the Companies Act, 1956, the Company has received a written certificate from the above Auditors that their appointment, if made, would be in conformity with the limits specified in the said Section.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

S.K. TUTEJA Y. WATANABE

Dated : 06 August 2013 Chairma Managing Director & CEO

Mar 31, 2012

The Directors are pleased to present their Twenty Eighth Annual Report together with Audited Accounts for the financial year ended 31st March 2012.

PERFORMANCE REVIEW

As foreseen in last year's Directors report, economic growth of the earlier years was not maintained during the year, both for external reasons and internal factors and manufacturing growth remained sluggish. However, thanks to the continuing road infrastructure development and construction activities, the commercial vehicle industry was able to beat that trend, further helped by increased replacement demand arising from enforcement of regulatory requirements.

Consequently, your Company was able to achieve 6% growth in vehicle numbers, a revenue increase of 14%, crossing the Rs 1,000 crore milestone for the first time and new highs both in operating and net profit.

The financial performance of the Company, for the year ended 31st March, 2012 is summarized below:

(Rs. in Crores)

2012 2011

Sales Volume (Nos.) 13646 12870

Net Revenue 1,042.22 913.00

Less : Material Cost & Other Expenses 956.19 842.32

Operating Profit 86.03 70.68

Profit Before Tax (before exceptional & prior period item) 64.96 51.38

Exceptional & prior period item 4.88 -

Profit After Tax 41.87 36.56

Balance of Profit from prior years 49.22 29.82

Surplus available for appropriation 91.09 66.38

Transfer to General Reserve 4.19 3.66

Proposed Dividend (including tax) 13.45 13.50

Amount carried to Balance Sheet 73.45 49.22

EXPANSION PROJECT

Further progress has been made with the Project and enhanced output of new products from the new facility has been reasonably satisfactory. Plans are now in place to manufacture new products both on Isuzu and SML platform in the next twelve to eighteen months.

DIVIDEND

Having regard to the improved financial results, the Directors have recommended payment of dividend for Financial Year 2011-12 @ 80% i.e. Rs. 8.00 per share, same as the previous year's - which had included a 15% special dividend.

CHANGE IN SHAREHOLDING STRUCTURE

In April, 2012, Isuzu Motors Limited, Japan acquired from Sumitomo Corporation, Japan 1,591,881 equity shares of Rs 10 each thereby increasing their shareholding to 15% from existing 4%. Consequently, with its shareholding in the Company coming down to 43.96 %, Sumitomo Corporation, Japan has ceased to be the holding company of the company.

MANAGEMENT DISCUSSION & ANALYSIS, CORPORATE GOVERNANCE

A Management Discussions & Analysis Report is annexed to this report. A report on Corporate Governance together with the Auditors' Certificate confirming compliance of Corporate Governance norms also forms part of this Annual Report.

INDUSTRIAL RELATIONS

Industrial Relations and work atmosphere remained cordial throughout the year. Company has ensured that there is sustained communication and engagement with workforce through various forms.

CREDIT RATING

The Company continues to have the highest rating, for short term borrowings, of A1 from ICRA, which is a reflection of the Company's financial discipline and prudence.

PARTICULARS OF EMPLOYEES

The Company had 5 employees who were in receipt of remuneration of not less than Rs. 60,00,000 during the year ended 31st March, 2012 or not less than Rs. 5,00,000 per month during any part of the said year.

A statement of particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. As per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report, together with Accounts, is being sent to the

Shareholders of the Company, excluding the statement of particulars of employees under Section 217(2A) of the Act. Members desiring to have a copy of the same, may write to the Company Secretary at the Registered Office of the Company.

SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate a strong commitment to safety, health and environment. These aspects have been adopted as core organizational value of the Company.

Employees are continuously made aware of hazards / risks associated with their job and necessary training is imparted to them to update their knowledge and skill to meet any emergency situation.

The Company carries out statutory safety assurance and audits its facilities as per legal requirements. Regular medical and occupational check-up of employees are concluded and eco-friendly activities are promoted.

The Company has installed incinerator plant to safely dispose of hazardous waste. A sewage treatment plant has also been installed to ensure eco-friendly disposal.

CURRENT BUSINESS ENVIRONMENT

Recent economic data on manufacturing and GDP growth is, quite naturally, a cause for concern for the industry and indeed for the country for the year 2012-13. As with other industries and trades, commercial vehicles industry will also suffer much uncertainty. Whilst the Directors feel that the Company must be prepared for a slow down, they are hopeful that the momentum of growth recently witnessed for the Company's products may continue this year. The Company's resources and management thereof are geared to achieve that growth, particularly so with launching plan of new products and performance improvement of existing products.

DIRECTORS

Mr. A.K. Thakur, Mr. M. Tabuchi and Mr. S.K. Tuteja are the Directors retiring by rotation at the forthcoming Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provision of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that :

i) In the preparation of annual accounts, the applicable Accounting Standards have been followed and that there are no material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, ETC.

A report required under the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988 is annexed to this Report.

COST AUDIT

On the stipulation of the Central Government, Cost Audit of the Company for Financial Year 2011-12 is being conducted by Messers ABS & Associates, Cost Auditors.

AUDITORS

Observations made by the Auditors, when read with the relevant notes forming part of Accounts, are self- explanatory. As such, in the opinion of the Directors, they do not call for a specific reply.

Messers B S R & Company, Chartered Accountants, retires as Auditors of the Company and have given their consent for reappointment. As required under the provisions of Section 224(1 B) of the Companies Act, 1956, the Company has received a written certificate from the above Auditors that their appointment, if made, would be in conformity with the limits specified in the said Section.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

S.K. TUTEJA Y. WATANABE

Dated : May 25, 2012 Chairman Managing Director & CEO

Mar 31, 2011

Dear Members,

The Directors are pleased to present their Twenty Seventh Annual Report together with Audited Accounts for the financial year ended 31st March 2011, which was the 25th year since the Company commenced its commercial operations.

PERFORMANCE REVIEW

The improvement in the commercial vehicles market witnessed in the second half of the previous year continued and the Company was able to achieve the highest ever volume of sales at 12870 vehicles (10133). Net Revenue at Rs. 893.0 crores (Rs. 722.2 crores), Operating Profit of Rs. 69.5 crores (Rs. 58.0 crores) and Profit before Tax at Rs. 51.4 crores (Rs. 30.4 crores) also set new records.

Although sale of new products saw some improvement, these remained below targets set. Consequently, capital expenditure for the expansion project was restricted for the time being.

Receivables remained at satisfactory level having brought these to set standards in the previous year, and cash flow was well controlled.

It is in the above background that the Directors report the following summary of results for the year 2010-11

(Rupees in Crores) Year Ended Year ended 31st March, 2011 31st March, 2010

Sales Volume (Nos.) 12870 10133

Net Operating Revenue 893.00 722.23

Operating Profit 69.46 57.93

Profit Before Tax 51.38 30.43

Tax Expense 14.82 8.97

Profit After Tax 36.56 21.46

Balance of Profit from Prior Years 29.82 17.28

Surplus available for Appropriation: 66.38 38.74

Appropriations:

Transfer to General Reserve 3.66 2.15

Proposed Dividend 11.58 5.79

Tax on Dividend 1.92 0.98

Amount carried to Balance Sheet 49.22 29.82

CHANGE OF COMPANY NAME

Members may recall that they had approved the change of Company's name from Swaraj Mazda Limited to SML Isuzu Limited through postal ballot process in November, 2010. Consequently, upon receipt of fresh Certificate of Incorporation dated 3rd January, 2011 from the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh, the new name of the Company has become effective.

DIVIDEND

Having regard to the improvement in financial results, the Directors have recommended payment of dividend for Financial Year 2010-11 @ 65% i.e. Rs 6.50 per share. In addition the Directors recommend a special dividend of 15% i.e. Rs 1.50 per share on completion of 25 years of commercial operations, making aggregate of 80% i.e. Rs 8.00 per share. Previous year's dividend was 40%.

EXPANSION PROJECT

Members may recall that Company had embarked upon its Expansion Project in fiscal 2006-07 by setting up facilities with a view to expand its product portfolio aimed to capitalize on the emerging business opportunities in the Indian Commercial Vehicles sector and to enable it to foray into the manufacture of air-conditioned luxury buses and coaches targeted at the tourism industry and long distance inter-city travel.

In the terms of the Rights Issue, ii had been projected that the net proceeds of Rs.1800 lacs, earmarked for Expansion Project, would be utilized by March, 2011. However, as stated in the last fiscal's Directors Report, demand for luxury buses did not rise to expected levels. Accordingly, capital spending has been restricted to bare minimum and only a sum of Rs. 321.70 lacs utilized out of the aforesaid Rs. 1800 lacs. Shareholders' approval is being sought in the forthcoming Annual General Meeting of the Company for the deferment the date of completion of expenditure up to March, 2013.

MANAGEMENT DISCUSSION & ANALYSIS, CORPORATE GOVERNANCE

A Management Discussions and Analysis Report is annexed to this report. A report on Corporate Governance together with the Auditors' Certificate confirming compliance of Corporate Governance norms also forms part of this Annual Report.

INDUSTRIAL RELATIONS

Directors report with satisfaction that after a gap of 4-years a fresh Wage Agreement was concluded with the representatives of the workmen in cordial atmosphere.

PARTICULARS OF EMPLOYEES

The Company had 5 employees who were in receipt of remuneration of not less than Rs. 60,00,000 during the year ended 31st March, 2011 or not less than Rs. 5,00,000 per month during any part of the said year.

A statement of particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report, together with Accounts, is being sent to the Shareholders of the Company, excluding the statement of particulars of employees under Section 217(2A) of the Act. Members desiring to have a copy of the same, may write to the Company Secretary at the Registered Office of the Company.

SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate a strong commitment to safety, health and environment. These aspects have been adopted as core organizational value of the Company.

Employees are continuously made aware of hazards / risks associated with their job and necessary training is imparted to them to update their knowledge and skill to meet any emergency situation.

The Company carries out statutory safety assurance and audits its facilities as per legal requirements. Regular medical and occupational check-up of employees are concluded and eco-friendly activities are promoted.

The Company has installed incinerator plant to safely dispose of hazardous waste. A sewage treatment plant has also been installed to ensure eco-friendly disposal.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, ETC.

A report required under the Companies (Disclosure of particulars in the Report of Directors) Rules 1988 is annexed to this Report.

CURRENT BUSINESS ENVIRONMENT

There are concerns that the estimated 8.5% economic growth in fiscal 2010-11 may not be sustained on account of various factors - both domestic & external, most importantly the effects of rising inflation, and the continuing uncertainties in most lead economies in the world. It is appropriate, therefore, to assume that the CV industry may not sustain the growth recently witnessed. The first two months of the current fiscal year has seen growth of CV volumes of 15% at half the rate of the comparable months last year;and the SML Isuzu segment's growth is only 1% (17500 against 17300).Company's sales for the first two months stayed flat (1672 against 1699). Margins, too, will be under pressure with prices of metals and petroleum products showing no signs of coming down.

Despite the foregoing, the Directors look at the current year with cautious optimism because of the initiatives taken to maintain growth in traditional products at recent levels and enhancement in the performance of new products.

DIRECTORS

Mr Yash Mahajan decided to demit office of the Managing Director upon completion of his tenure of 5 years on 31st May, 2011. The Directors respected his decision and placed on record their deep sense of appreciation of his strong and inspirational leadership as Managing Director of the Company since its establishment in 1983, his dedication and outstanding contribution to nurturing it to its present position. They wished Mr. Mahajan a happy and healthy life ahead.

The Directors appointed Mr. Yutaka Watanabe, presently Whole-time Director of the Company, as Managing Director and Chief Executive Officer of the Company for a period of 5 years with effect from 1st June, 2011 on his existing remuneration subject to requisite approval of Shareholders of the Company in the General Meeting and of the Central Government, if required.

Mr. P.K.Nanda, Mr. Pankaj Bajaj and Mr. Steven Enderby are the Directors retiring by rotation at the forthcoming Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provision of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that :

i) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and preventing and detecting fraud and other irregularities;

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

COST AUDIT

On the stipulation of the Central Government, Cost Audit of the Company for financial year 2010-11 was conducted by Messers Avtar Singh & Company, Cost Auditors. The Cost Auditors have given a clean report.

AUDITORS

Observations made by the Auditors, when read with the relevant notes under schedule 'N' to the Accounts, are self-explanatory. As such, in the opinion of the Directors, they do not call for a specific reply.

Messers Price Waterhouse (PW), the Company's Statutory Auditors informed the Company vide letter dated 15th May, 2011 that they would not be able to continue as a Statutory Auditors of the Company after the forthcoming Annual General Meeting.

Taking note of PW's decision, Directors placed on record their appreciation of the services rendered by Messers Price Waterhouse, Chartered Accountants, as Statutory Auditors during the last 28 years of their association with the Company.

Consequently, in the Board Meeting held on 30th June, 2011, the Directors, on the recommendation of the Audit Committee of the Board, appointed Messers B.S.R. & Company, Chartered Accountants as the Statutory Auditors of the Company to hold office from the forthcoming Annual General Meeting (AGM) of the Company to subsequent AGM subject to the approval of shareholders.

FOR AND ON BEHALF OF THE BOARD

S K TUTEJA Y. WATANABE

Dated: 30th June, 2011 Chairman Managing Director & CEO

Mar 31, 2010

The Directors present their Twenty Sixth Annual Report together with Audited Accounts for the financial year ended 31st March, 2010.

PERFORMANCE REVIEW

As anticipated in last years Report, the fiscal year 2009-10 saw steady improvement in the operations of the Company, particularly from October, 2009, in common with the positive changes in the overall commercial vehicle industry in the country. Happily, the improvement in the money supply situation was even better than expected giving a boost to demand for commercial vehicles (CV). While CV sales in the first half at 2,38,000 were low, the second half saw accelerated demand and sales achieved were at a robust level of 3,38,400. Consequently, total industry sales for the year at 5,76,000 (4,27,000) were an all time high. The Companys performance reflected that growth with sales rising to 10,133 vehicles from 8,020 in 2008-09, giving operating revenue of Rs. 722.23 crores (Rs. 546.95 crores).

Demand for the Companys ultra luxury buses saw only marginal improvement from last year: market penetration has proven difficult even though new products Ã two air-conditioned buses on Isuzu platform and one on Mazda chassis - were well received. Having regard to the slack demand for new products, capital spending in the year on the Expansion Project was restricted to bare minimum, at Rs. 2.87 crores. The Directors continue to believe that these products will achieve the sale volumes forecast in that Project.

A noteworthy feature of the Years performance was highly successful efforts on collection of receivables, at Rs 878 crores, the highest in recent years, thereby achieving the stringent targeted levels of dealer dues.

Operating Profit at Rs 57.93 crores (Rs 28.06 crores) was gained from the increase in volume of sales, enhanced by a planned judicious product-mix, timely restructuring of vehicle prices and close vigil on expenditure.

It is in the above background that the Directors report the following summary of results for the year 2009-10.

(Rs. in Crores)

Year Ended Year ended

31st March, 2010 31st March, 2009

Sales Volume (Nos.) 10,133 8,020

Net Operating Revenue 722.23 546.95

Operating Profit 57.93 28.06

Profit Before Tax 30.43 4.14

Tax Expense 8.97 (0.65)

Profit After Tax 21.46 4.79

Balance of Profit from Prior Years 17.28 14.58

Surplus available for Appropriation : 38.74 19.37

Appropriations :

Transfer to General Reserve 2.15 0.25

Proposed Dividend 5.79 1.57

Tax on Dividend 0.98 0.27

Amount carried to Balance Sheet 29.82 17.28

RIGHTS ISSUE

The Rights Issue for 39,84,946 shares as earlier approved by Shareholders was made in March 2010 at a premium of Rs 190 per share. It met with reasonable success and all offered shares were taken up and duly allotted, except for unsubscribed 2,17,045 shares, which, under the terms of the Issue were allotted to the Promoters over and above their entitlement. The Issue raised Rs. 79.7 crores out of which issue expenses of Rs 1.19 crores were disbursed and a Bank loan of Rs 50 crores earlier raised to meet the cost of the Expansion Plan was repaid. Rs. 18 crores has been placed as a Fixed Deposit to meet further needs for that Plan. The balance amount was utilized for general corporate purpose.

DIVIDEND

Having regard to the improved financial results, the Directors recommend payment of dividend for Financial Year 2009-10 @ 40% (i.e. Rs 4 per share) against 15% for the previous year.

MANAGEMENT DISCUSSION & ANALYSIS, CORPORATE GOVERNANCE

A Management Discussions and Analysis Report is annexed to this report. A report on Corporate Governance together with the Auditors Certificate confirming compliance of Corporate Governance norms also forms part of this Annual Report.

INDUSTRIAL RELATIONS

Industrial Relations and work atmosphere remained cordial throughout the year.

PARTICULARS OF EMPLOYEES

The Company had 7 employees who were in receipt of remuneration of not less than Rs. 24,00,000 during the year ended 31st March, 2010 or not less than Rs.2,00,000 per month during any part of the said year.

A statement of particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report, together with Accounts, is being sent to the Shareholders of the Company, excluding the statement of particulars of employees under Section 217(2A) of the Act. Members desiring to have a copy of the same, may write to the Company Secretary at the Registered Office of the Company.

SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate a strong commitment to safety, health and environment. These aspects have been adopted as core organizational value of the Company.

Employees are continuously made aware of hazards / risks associated with their job and necessary training is imparted to them to update their knowledge and skill to meet any emergency situation.

The Company carries out statutory safety assurance and audits its facilities as per legal requirements. Regular medical and occupational check-up of employees are concluded and eco-friendly activities are promoted.

The Company has installed incinerator plant to safely dispose off hazardous waste. A Sewage Treatment Plant has also been installed to ensure eco-friendly disposal.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, ETC.

A report required under the Companies (Disclosure of particulars in the Report of Directors) Rules 1988 is annexed to this Report.

CURRENT BUSINESS ENVIRONMENT

Despite alarms from certain world events, particularly the financial crises in some European countries, a dexterous balance achieved by the Government between stimulus and other fiscal measures and actions on the worrisome inflation has enabled the momentum in the economy to continue. That has been further bolstered by large spending on infrastructure development and greater availability of credit to industry, including CV industry, which, consequently, has made an extremely good start for the year with CV sale volumes in the first quarter - April-June 2010 reaching 1,64,000 against 1,03,800 for the same quarter last year. On the back of strong fundamentals, CV volumes are expected to stay on growth path for the rest of the year. However, tough monetary action, if taken by the apex bank during the year to rein inflationary pressures, may act as a dampener. Further, rising prices of petroleum products and metals may exert pressure on margins as it may not be possible for the industry to pass on the entire input cost increases to customers.

Following the industry pattern of the first quarter, demand in the segment relevant for the Company vehicles also rose significantly; unfortunately, due to shortage of critical components, full advantage could not be taken of this increased demand and sales for the first Quarter, which could have crossed 3,100, got restricted to 2,812 (2,186) vehicles. On this improved sales volume, first quarter operations have recorded a net profit of Rs. 7.2 crores (Rs. 3.3 crores). Since vehicle production continues to be hampered by material shortages, sales for the remaining three quarters may lag behind demand for Company products.

Taking note of the aforesaid factors, Directors are optimistically cautious about volume growth in sales for the rest of the year but apprehend that the Company may not be able to protect margins.

DIRECTORS

Mr. T. Hashimoto tendered his resignation as Director of the Company through letter dated 11th May, 2010. The Board, at its Meeting held on 28th May, 2010, placed on record its deep appreciation for his contributions to the Company.

Mr. Eiichi Seto was co-opted as a Director of the Company on 28th May, 2010 and holds office upto the forthcoming Annual General Meeting. The Company has received Notice u/s 257 of the Companies Act, 1956 proposing Mr. Setos appointment as a Director of the Company for consideration of the members at the forthcoming Annual General Meeting.

Recognising the need to strengthen the Board in view of the Companys growth plans, the Board of Directors at its meeting held on 27th July, 2010 appointed, subject to Shareholders approval, Mr. R.P. Sehgal as a Whole-time Director with effect from 1st June 2010 for a period of three years. Mr. Sehgal, in his tenure as Executive Director and a member of the Companys core team of management, has made immense contribution to its operations. He is designated as Director - Works. Appropriate resolutions for Mr.Sehgals appointment as Director and Whole-time Director of the Company have been proposed at the forthcoming Annual General Meeting.

Mr.S.K.Tuteja, Mr. Harkirat Singh and Mr. H. Yamaguchi retire by rotation and, being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provision of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that :

i) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and preventing and detecting fraud and other irregularities;

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

COST AUDIT

On the stipulation of the Central Government, Cost Audit of the Company for financial year 2009-10 was conducted by Messers Avtar Singh & Company, Cost Auditors. The Cost Auditors have given a clean report.

AUDITORS

Observations made by the Auditors, when read with the relevant notes under schedule N to the Accounts, are self-explanatory. As such, in the opinion of the Directors, they do not call for a specific reply.

Messers Price Waterhouse, Chartered Accountants, retire as Auditors of the Company and have given their consent for reappointment. As required under the provisions of Section 224(1B) of the Companies Act, 1956, the Company has received a written certificate from the above Auditors that their reappointment, if made, would be in conformity with the limits specified in the said Section.

FOR AND ON BEHALF OF THE BOARD

S.K. TUTEJA YASH MAHAJAN

Dated : July 27, 2010 Chairman Managing Director

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article