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Directors Report of Steel Strips Wheels Ltd.

Mar 31, 2015

The Directors are pleased to present the 29th Annual Report together with the audited accounts of the Company for the year ended on March 31, 2015.

FINANCIAL HIGHLIGHTS (Rs. in Millions)

S. No. PARTICULARS 2014-15 2013-14

A) Gross Sales 12,788.49 11,716.25

B) Other Income 206.02 192.02

C) Gross Income (A B) 12,994.51 11,908.27

D) Total Expenditures (excl Interest, depreciation and amortization) 11,712.56 10,721.67

E) Earnings before Interest and Depreciation (C-D) 1,281.95 1,186.60

F) Interest & Financial Charges 413.52 407.91

G) Earnings before Depreciation and amortization (E-F) 868.43 778.69

H) Depreciation and other w/off 381.51 525.76

I) Earnings after Depreciation (G-H) 486.92 252.93

J) Less: Prior Period Adjustment (net) (0.20) (1.31)

K) Profit Before Tax (I-J) 486.72 251.62

L) Income tax (net of MAT credit entitlement) 66.71 11.08

M) Deferred Tax Liability/ (Assets) 25.97 (2.76)

N) Profit after tax for the year (K-L-M) 394.04 243.30

O) Add: Profit Brought forward from Previous year 565.71 599.40

P) Amount available for Appropriations (N O) 959.75 842.70

Q) Appropriations: Proposed Dividend 30.52 22.81

R) Dividend Distri- bution Tax 5.18 3.70

S) Amount Transfer to General Reserve 243.30 250.48 T) Balance carried to Balance Sheet (P-Q-R-S) 680.75 565.71

Financial Performance

The Gross Income for the year under review increased by 9.12% to Rs. 12994.51 million sac compared to Rs. 11908.27 millions in FY 2013-14. In terms of Number of wheels, the Company has achieved sale of 12.47 millions wheels rims against sale of 11.03 million wheel rims during the previous year, showing the increase in sales of 13.06 %to previous year sales. Your Company managed to grew despite the turmoil in the automotive segment and your Company has now positioned itself to achieve bigger landmarks in FY2015-16. Your Company expects to see similar growth in current year as well.

The Earnings before interest and depreciation (EBIDTA) increased to Rs. 1281.95 millions in FY 2014-15 from Rs. 1186.60 millions in 2013-14, registering a growth of 8.04%.

The Depreciation and other amortization has decreased to Rs. 381.51 millions in FY2014-15 from Rs. 525.76 millions in FY2013-14. This is primarily due to new requirements of Companies Act 2013, wherein Company has technically reassessed the useful life of its Assets and depreciated these assets over the balance useful life of each asset.

Profit before tax during the year under review has increased to Rs. 486.72 million from Rs. 251.62 million in FY 2013-14 recorded a growth of 93.43% The profit after tax has also been increased to Rs. 394.04 million from 243.30 millions, showing growth of 61.96%.

Transferor serves

Your Company proposes to transfer an amount of Rs. 243.30 million to the General Reserve.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2.00 (i.e 20%) per equity share of Rs. 10/- each (last year 1.50 per equity share) for the year ended 31st March, 2015. The total cash outflow on account of the proposed dividend for the Current year will amount to Rs. 35.70 millions (including dividend Distribution Tax of Rs. 5.18 millions) as against Rs. 26.51 millions (including dividend distribution tax of Rs. 3.70 millions) in the previous year, which represents 9.06% of the Profit after Tax earned during the year.

The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

During the year, the unclaimed dividend for the financial year 2006-07 was transferred to the Investor Education & Protection fund.

SHARECAPITAL

During the year under review, your Company has allotted51000 equity shares of Rs. 10/- each, upon exercise of options by the option holder under "Steel Strips Wheels Limited, Deputy Managing Director, Employee Stock Option Scheme, 2013, consequently the issued and paid-up Equity Share Capital of the Company increased from Rs. 152.08 millions (divided into 15208170 Equity Shares of Rs. 10/- each) to Rs. 152.59 millions (divided into 15259170 equity shares ofRs.10/- each).

EMPLOYEE STOCK OPTIONSCHEME

During the year under review, the company had introduced Employee Stock Option Scheme framed in Accordance with Securities and Exchange Board of India(Share Based Employee Benefits) Regulations, 2014, titled "Steel Strips Wheels Limited-Employee Stock OptionScheme,2014" (hereinafter referred to as "ESOS 2014'), which was approved by the Board of Directors of the company and Subsequently by Shareholders of the company in their Extra Ordinary General Meeting held on 27.02.2015.

In terms of the said scheme, the company had granted 1,50,000 Stock Options, exercisable into equivalent no. of equity shares of Rs. 10/- each to the employees of the company having designation of Manager and above. For the purpose of the said scheme, the "Manager" means Assistant Manager, Deputy Manager and Manager.

The company had also introduced and implemented Employee Stock Option Scheme in previous financial year, duly approved by the shareholders Of the company in their Annual General Meeting dated 30th September,2013, Ti tiled as "Steel Strips Wheels Limited Deputy Managing Director, Employee Stock Options Scheme, 2013 (hereinafter referred to as "DMD ESOS 2013") under which Sh. Andra Veetil UnniKrishnan, Deputy Managing Director had been granted 51000 options exercisable into equivalent no. of equity shares of Rs. 10/- each, which he had fully exercised during the year under review and company has allotted 51000 equity shares of Rs.10/- each on 19.01.2015.

The necessary details regarding "DMD ESOS 2013" and "ESOS 2014" has been uploaded on the website of the company under the web-link: http://www.sswlindia.com/ pages/ disclosure regardingesos.htm

The applicable disclosures as stipulated under SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated16thJune,2015and SEBI(Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 with regard to the Employees' Stock Option Schemes are provided in Annexure A to this Report .No employee has been issued share options during The year, equal to or exceeding 1% of the issued capital of the Company at The time of grant. Both the schemes are being implemented directly by The company not through the Trust.

There is no change in Both the Aforementioned Employee Stock option Schemes (i.e "DMD ESOS 2013" and" ESOS 2014) and schemes are incompliance With the SEBI(Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999 and Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 respectively.

The Company has received a certificate from the Auditors of the Company that the Schemes i.e "DMD ESOS 2013" and "ESOS 2014" have been implemented in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 respectively and the resolution passed by the members. The certificate would be placed at the Annual General Meeting for in section by members.

MANUFACTURINGCAPACITY

Total installed capacity of the company comprising of Jamshedpur, dapper And Chennai Plant at present is 16million wheel rims. During the year, the Board of Director so your company has approved to setup Specially designed Hot rolling mill (HRM) at Seraikela, State of Jharkhand, for Rolling of profile bar under the backward integration policy of the company. Profile bar is the raw material for side ring/lock ring ,requiring for the Truck Wheel Rim. Presently the company is sourcing the profile bars from outside source.

With the commissioning of this mill, the company expects substantial saving in its Raw material purchase cost . Production is expected to start by end of third quarter of2016.

The company expects to consume 75% of its production In-House and the Remaining shall be sold to others Wheel manufacturers in the first 2years.The total cost for setting up this hot rolling mill is approx.55.00 crore.The said cost will be funded through internal accruals and partly by Foreign Currency Term Loan.

CORPORATE GOVERNANCE

The company is firmly committed to the principles of Good Corporate Governance and believes that statutory compliances and transparency are necessary to enhance the shareholder value.

Separate section on Corporate Governance forming part of the Board Report and a Certificate from the Company's auditors, confirming the compliance with the Listing Agreement, are in clouded in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis report for the year under review, as stipulated under Clause 49 of the Listing agreement with stock exchanges, is presented in a separate section forming part of the Annual Report.

HEALTH,SAFETY AND ENVIRONMENT PROTECTION

Our Company has complied with all the applicable health & Safety standards, environment laws and labor laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. Our Company is committed for continual improvement in Health & Safety as well as Environmental performance by involving all the employees to provide Safety & healthy work environment to all its employees.

HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help in attracting best external talent and promote internal talent to take higher roles and responsibilities. Your Company's people centric focus is providing an open work environment fostering continuous improvement and development among the employees of the company. Your Company provides a holistic environment where employees get opportunities to realize their potential. Company's performance driven culture helps and motivates employees to excel in their respective areas and progress within the organization.

DISCLOSURE AS PERS EXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013 and the Rules framed there under.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary trainees)are covered under this policy.

During the financial year 2014-15, the Company has not received any complaint On sexual harassment.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of Executive and non- executive director including In dependent directors who have wide and varied experience In the field of business, finance, education, industry, commerce and administration.

Based on the recommendation of Nomination and Remuneration Committee, Ms. Jaspreet Takhar has been appointed as an additional Director of the company w.e.f 30.03.2015, in the category of Independent Director to broad base the Board of Directors and to comply with the requirement of Clause No. 49ofthe Listing agreement andCompaniesAct,2013. She Will hold the office up to the date of forthcoming Annual General Meeting Of the company and is eligible for appointment as Director. The Company has received a notice in writing from member signifying her candidature for the office of the Director of the Company.

Your Directors propose to appoint her as an Independent Director w.e.f30.03.2015 to30.09.2017.Herperiod of office shall not be liable to determination by retirement of directors by rotation.

She has submitted a declaration to the Board that she met the criteria of independence has provided under section 149 (6) of the Companies Act, 2013 and clause 49 of the Listing agreement. In the opinion of the Board, she has fulfilled the conditions specified under the CompaniesAct,2013 and Rules framed there under and under The list in agreement for her appointment as an Independent Director and that she's in dependent of the Management.

Sh.Dheeraj Garg, was re-appointed as Managing Director of the Company by the Shareholder sin their Extra ordinary General Meeting heldon 24.03.2010 for the periodoffiveyearsw.e.f1stJune2010 to31st May,2015.The Board of Directors in their Meeting held on 24th April,2015has,subject to the approval of shareholder, re-appointed Sh.Dheeraj Gargas Managing Director for a period of five years w.e.f1st June,2015 to31st May,2020.The term of his office shall be liable to determination by retirement of directors by rotation.

Further the Board of directors of your company has also, Subject to the approval of shareholders, appointed Sh.Manohar Lal Jain as an Executive Director of the company for the period of five years w.e.f. Its July, 2015 to 30th June, 2020.The terms of his office shall be liable to determination by retirement of directors by rotation. Before his appointment as Executive Director, Sh.Manohar Lal Jain was acting as Non-Executive Director of the company.

Tata Steel Limited has nominated Mr. Chanakya Chaudhary as its nominee Director on the Board of the company w.e.f 05.11.2014 in place of Sh. Rajeev Singhal. His period office shall not be liable to Determination on by retirement of directors by rotation.

During the year under review, Sh. Ajit Singh Chatha and Sh.Vijay Narayan Baedeker resigned as Director of the company.

Your Directors place on record their sincere appreciation for the valuable guidance and support provided by Sh.Rajeev Singhal,Sh.Ajit SinghChatha and Sh.Vijay Narayan Baedeker during their tenures Director, for the success of the company.

Sh.Rajender Kumar Garg,Chairman of the Company will retire by Rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board re commends his re-appointment for your approval.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1,2014,the appointments of Sh.Dheeraj Garg, Managing Director, Sh.Andra Veetil Unni krishnan, Deputy Managing Director's. Naveen So rot, Chief Financial Officer and Sh. Shaman Jindal, Company Secretary as key Managerial personnel of the company were formalized.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURINGTHEYEAR

The company is not having any subsidiary company, Joint Venture company or Associate Company.

DEPOSITS FROM PUBLIC

The company has not accepted any deposits from public and, as such, no amount on account of principal or interested posit from public was outstanding as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUSANDCOMPANY'SOPERATIONINFUTURE

There are no significant and material orders passed by the regulators or Courts or tribunals impacting the going concern status and Company's operations in future.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial in formation's.

AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD

The details pertaining to composition of Audit Committee and other committees Of the Board are included in the Corporate Governance Report, which forms part Of this report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The company has vigil mechanism named "Whistle Blower Policy" for Directors and employees to report their genuine concerns. The details of Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the company. (Website link: http://www.sswlindia.com/pages/whistleblower.htm

NUMBER OF MEETINGS OF THE BOARD

During the year, four Board Meetings were convened and held, details of which are given in the Corporate Governance Report that forms part of this Report. The Intervening gap between the Meetings was within the period prescribed Under the Companies Act,2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013, (hereinafter referred as "Act") and based on the representations, information and explanation received from the management, your directors here by confirm that:

- in the preparation of the annual Accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures;

- 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 the financial year;

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing And detecting fraud and other irregularities;

- they have prepared the annual accounts on a going concern basis;

- they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

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

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company, have submitted their declaration that they meet the criteria of Independence as provided in Sub Section (6) of Section 149 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement. Further, there has been no change in the circumstances which may affect their status as an Independent Director during the year.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section178(3) of theCompaniesAct,2013, are covered under Corporate Governance Report which forms part of this Report.

AUDITOR'S AND THEIR REPORT

Auditors' Report is self-explanatory and does not contain any qualification, reservations or adverse remarks or disclaimers , and therefore, needs no comments.

M/s S.C.Dewan & Co. was appointed as Statutory Auditor of the Company by the Shareholders in their Annual General Meeting held on30.09.2014 till the conclusion of the 31st Annual General Meeting of the Company to beheld in the year 2017 (subject to the ratification of their appointment at every AGM).

Your Directors request the members to ratify the appointment of M/s S.C. Dew an & Co, as Statutory Auditors of the Company, from the conclusion of this Annual General Meeting till the conclusion of Next General Meeting to be held on 2016.

The Company has received a certificate from the Auditors to the effect that ratification of their re-appointment, if made, would be in accordance with the provisions of Section 141 of the Companies Act, 2013.As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,the Company has appointed Mr.Sushil K.Sikka, a practicing Company Secretary (Membership No.4241 and CP No. 3582), appropriate or of S.K.Sikka &Associates, to undertake the Secretarial Audit of the Company and the Secretarial Audit Report is being attached with the Directors Report as an Annexure , which is self explanatory and does not contain any qualification, reservations or adverse remarks or disclaimers ,hence needs no comments.

PARTICULARS OF LOANS, GUARANTEES OF INVESTMENTS

There have been no loans ,guarantees and investments under section186of The Companies Act, 2013 during the financial year 2014-15.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts /arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / Transaction with related parties which could Be considered material in accordance with the policy of the Company On materiality of related party transactions.

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board is uploaded on the Company's Website.(website Link:http://www.sswlindia.com/pages/relatedpartytransaction.htm.)

Disclosure as required under AS-18 have been made in Note-27of the notes to the financial statements.

None of the Directors has any pecuniary relationships or Transactions vis-à-vis the Company.

MATERIAL CHANGESAND COMMITMENT,EFFECTING THEFINANCIALPOSITIONOF THE COMPANY WHICHHAVE OCCURREDBETWEEN THEENDOFFINANCIALYEAR 2014-15AND THEDATEOFTHIS REPORT

No Material changes and Commitment, effecting the financial position Of the company, has occurred between the endothermic Financial year 2014-15 Of the company and the date of this Report.

THE CONSERVATION OFENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGEEARNINGS AND OUT GO

A Statement giving details of conservation of energy/ technology absorption and foreign exchange earnings and out go inters of Section134(3) (m)of the CompaniesAct,2013 readwithRule8(3)of the Companies(Accounts) Rules, 2014,formspartof this report and is annexed here with as Annexure-B.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing agreement, the company has constituted Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

The Details of the Committee and it steams of reference reset Up in the Corporate Governance Report forming part of the this report.

Major risk identified by the businesses And functions are systematically addressed through mitigating actions On a continuing basis.

The development and implementation of risk management policy including identification of element of business risk and its mitigation plans has been covered in the management discussion and analysis ,which form sprat of this report.

CORPORATESOCIAL RESPONSIBILITY INITIATIVES

In compliance to Section 135 of the Companies Act, 2013, the company has constituted a Corporate Social Responsibility Committee and also framed a Corporate Social Responsibility Policy and the same is posted on the website of the company at http://www.sswlindia.com/pages/csr-policy.htm The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities During the year are set out in Annexure Coatis report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules,2014.

BOARDEVALUATION

The performance evaluation of the Board, its Committees And individual directors was conducted and the same was based on questionnaire And feedback From all the Directors on the Board as a whole, Committees and self-evaluation.

Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee(NRC). Ms.Jaspreet Takhar, additional director, being appointed on30th March,2015,was excluded from the process of evaluation.

A separate meeting of the independent directors("Annual ID meeting") Was convened, which reviewed the performance of the Board(as whole),the non- independent directors and the Chairman and the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Post the Annual independent directors meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the Nomination and Remuneration Committee with the Board's Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman.

Some of the key criteria for performance evaluation are as follows

Performance evaluation of Directors:

- Attendance at Board or committee meetings

- Contribution at Board or Committee Meetings

- Guidance/support to management outside Board/Committee meetings Performance evaluation of Board and Committees:

- Degree of fulfillment of key responsibilities

- Board Structure and composition

- Establishment and delineation of responsibilities to committees

- Effectiveness of Board processes, information and functioning

- Board culture and dynamics

- Quality of relationship between board and Management

- Efficacy of communication with external stake holders.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program Of the independent directors as Detailed in the Corporate Governance Report which forms part of this report.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, An extract of the Annual Return as provided under Sub-Section (3) of Section 92 of the CompaniesAct,2013 is enclosed as Annexure-Din the prescribed form MGT-9andformspart of this Report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section197 (12) of the CompaniesAct,2013, read withRule5(1) Of the Companies(Appointment and Remuneration Of Managerial Personnel)Rules,2014,is appended as Annexure to the this Report

A statement containing the names of every employee Employed throughout the financial year 2014-15 and in receipt of remuneration of Rs. 60lakhor more, or employed for part of the year and in receipt of Rs. 5.00 lacs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014,is appended as Annexure F to this report.

INTERNAL CONTROLSYSTEMS

Your Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliances with policies and statutes and ensure reliability as well as promptness's of financial and operational reports.

INSURANCE

All properties and insurable interests of your company including Building and plant & machinery are adequately insured.

PERSONNEL

The company continued to have cordial relations with its employees.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for The continued-operation, the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and suppliers. The Board also wishes to place on record its gratitude to the valued Customers, members and investing public for their continued support and confidence posed in the Company. It also acknowledges and appreciates the commitment, dedication and contribution of the Employees towards growth of the Company in all fields.

For and on behalf of Board of Directors

Place : New Delhi (RAJENDER KUMAR GARG)

Dated: 01.08.2015 CHAIRMAN


Mar 31, 2014

To The Members,

The Directors are pleased to present the 28th Annual Report together with the audited accounts of the Company for the year ended on March 31, 2014.

FINANCIAL HIGHLIGHTS (Rs.in Million)

S. No. PARTICULARS 2013-14 2012-13

A. Gross Sales 11,716.25 10,772.60

B. Other Income 192.02 108.67

C. Gross Income (A B) 11,908.27 10,881.27

D. Total Expenditures (excl Interest, depreciation and amortization) 10,721.67 9,823.05

E. Earnings before Interest and Depreciation (C-D) 1.186.60 1,058.22

F. Interest&Financial Cost 407.91 296.98

G. Earnings before Depreciation and amortization (E-F) 778.69 761.24

H. Depreciation and other w/off 525.76 496.21

I. Earnings after Depreciation (G-H) 252.93 265.03

J. Add : Prior Period Adjustment (net) (1.31) 0.64

K. Profit Before Tax (I-J) 251.62 265.67

L. Income tax (net of MAT credit entitlement) 11.08 2.51

M. Deferred Tax Liability/(Assets) (2.76) 12.68

N. Profit Available for Appropriation (K-L-M) 243.30 250.48

FINANCIAL PERFORMANCE

The gross Incomeof your company increased from Rs. 10,881.27 million in FY2012-13 to Rs. 11,908.27 millionin FY 2013-14. In termsof Number of wheels, the company achieved sale of 11.03 million wheel rims asagainst sale of 10.14 million wheel rims during the previous year, showing an increase in sales of 8.78% to previous year sales.

The Earnings before interest and depreciation (EBITDA) increased to Rs. 1186.60 million in 2013-14 from Rs. 1,058.22 million in 2012-2013. However the Profit before tax during the year under review has decreased to Rs. 251.62 million from Rs. 265.67 millionin 2012-13. The fall in profit isprimarily due to increasein Depreciation and amortization &increase infinancial cost due to a high interest rate regime in majority of FY 2013-2014. The Profit after tax thereby decreased to Rs.243.30 million from Rs. 250.48 million.

The depreciation and other amortization increased to Rs. 525.76 million from Rs. 496.21 million.

TRANSFER TO RESERVES

Your Company proposes to transfer a sum of Rs. 250.47 millions to General Reserve.

MANUFACTURING CAPACITIES

Total installed capacity of the Company comprising of Jamshedpur, Dappar and Chennai Plant at present is 16 millions wheel rims per annum.

Your companyisnow focusing on Hi- Tech Technologybyintroducing flow forming process.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis report for the year under review, as stipulated under clause 49 of listing agreement with stock exchanges, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Companyis firmly committed tothe principlesof Good Corporate Governance and believes that statutory compliance and transparency are necessary to enhance the shareholder value.

A separate section on Corporate Governance forming part of the Directors'' Report and a certificate from the Company''s auditors, confirming the compliance with the Listing Agreement, are included in the Annual Report.

DIRECTORS

During the year under review, Sh. Ajit Singh Chatha and Sh. Manohar Lal Jain, were appointed as additional director of the company w.e.f 01.07.2013 and 01.08.2013 respectively and the shareholders in their Annual General Meeting held on 30.09.2013 had confirmed their appointment as Directors of the company.

Sh. Humesh Kumar Singhal resignedas aDirector ofthe company. Your Directors place on record their sincere appreciation for the valuable guidance and support provided by him during his tenure as a Director, for the success ofthe company.

Mrs. Ute Mayr ceased to be a Director of the company w.e.f 06.02.2014 due to her untimely and sad demise. Your Directors place on record deep appreciation for the valuable contribution rendered byher during her tenure as whole time director, for the success ofthe company.

The Company had, pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, appointed Sh. Madan Mohan Chopra, Sh. Sukhbir Singh Grewal ,Sh. Sudhanshu Shekhar Jha, Sh. Surinder Kumar Bansal, Sh. Ajit Singh Chatha and Sh. Vijay Narayan Bedekar as Independent Directors atvarious times. The period of office of these Directors was liable to determination by retirement of Director by rotation under the erstwhile applicable provisions of the CompaniesAct, 1956.

As per the provisions of Section 149(4) of the Companies Act, 2013, (the Act) which has come into force with effect from 1st April, 2014, every listed company isrequired tohave atleast one-thirdof the total numberof Directorsas Independent Directors. Further, Section 149(10) of the Act provides that an Independent Director shall hold office for a term of up to five consecutive years on the Board of a company and is not liable to retire by rotation pursuant to Section 149(13) read with Section 152 of the Act.

To comply with the recent modifications broughtin bythe Act and Listing Agreement, your Directors are seeking appointment of these Directors as Independent Directors of the Company with effect from 30.09.2014 upto 30.09.2016,not liable to retire by rotation.

In the opinion of the Board, these Directors fulfill the conditions specified under the Companies Act, 2013 and rules made there under for their appointment as independent Director and are independent of the Management.

Sh. M.L.Jain, Directorof the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. The Board recommends the reappointment of Sh. M.L.Jain as Director liable to retire by rotation.

In terms of Section 152 of the Act, your Board recommends for shareholders'' approval, the period of office of Shri Dheeraj Garg,

Managing Director and Sh.Andra Veetil Unnikrishnan ,Deputy Managing Director, tobeliable todetermination byrotation.

DIVIDEND

Yours Directors are pleased to recommend a dividend of 15% (Rs. 1.50/- per share) for the year ended 31st March, 2014. The total cash outflow on account of the proposed divided (incl. dividend tax) will be of Rs. 26.51 million (Previous year: 26.51 million), which represents 10.90% ofthe Profit after tax earned during the year.

EMPLOYEES TO CK OPTION SCHEME

During the year, your Company had introduced an employee stock option plan framed in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999, titled "Steel Strips Wheels Limited, Deputy Managing Director, Employees Stock Option Scheme, 2013" (hereinafter refereed to as "DMD ESOS 2013"), which was approved by the board of Directors and subsequently by shareholdersof the company in their annual General meeting held on 30.09.2013.

In terms ofthe said scheme, the company had granted 51000 stock options, exercisable into equivalentno.of equity shares of Rs. 10/- each toSh.A.V. Unnikrishnan, Deputy Managing Director of the company.

Disclosures as required under clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, (the ''SEBI Guidelines'') together with a Certificate obtained from the Statutory Auditors, confirming compliance, is provided as Annexure A to this report.

INTERNAL CONTROL SYSTEMS

Your Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliance with policies and statutes and ensure reliability as well as promptness of financial and operational reports.

LISTING OF EQUITY SHARES

We are pleasedtoinform that the equity sharesofthe Company are listed onthe National Stock ExchangeofIndia Ltd. and BSE Ltd., offeringawide trading networkto the shareholders.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There are nounclaimed deposit(s) lying with the Company.

AUDITORS

M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusionof the ensuing Annual General Meeting and are eligible for re-appointment.

Pursuantto the provisions of section 139ofthe CompaniesAct, 2013 and the Rules framed thereunder, it is proposed toappoint M/s S.C. Dewan & Co as Statutory auditorsof the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the 31st Annual General Meeting of the Company to be held in the year 2017 (subject to Satification of their appointment at every Annual General meeting).

The company has received necessary certificate from the Auditors under Section 141 of the Companies Act, 2013 to the effect that they satisfy the conditions under the CompaniesAct, 2013 and the rules made thereunder for the above appointment.

COST AUDITORS

The Report of "Aggarwal Vimal & Associates" Cost Accountants (Firm Registration No. 000350), on the cost audit carried out for the financial year 2012-13 was filed with the Central Government on 27.09.2013 (within due date of 180 days from the closure of the financial year)

The Report ofthe cost auditors for the Financial Year 2013-14is under finalization and will be filed with the Central Government with in the prescribed time.

Further, based on the recommendation of audit committee, the Board of Directors of your company in their meeting held on 30.05.2014, has re-appointed "Aggarwal Vimal &Associates", Cost Accountants , as cost auditors, to conduct the audit of the cost recordsof theCompany for the financial year ending March 31, 2015 at a remunerationof Rs.1,00,000/- (Rs.Onelac only) plus Service Tax and out of pocket expenses subject to satification ofthe said remuneration by the shareholders at the ensuing annual general meeting. The cost audit report would be filed with the Central Government within prescribed time lines, if applicable .

INSURANCE

All properties and insurable interestsofyour Company including buildings and plant&machinery are adequately insured.

DIRECTORS''RESPONSIBILITYSTATEMENT

Pursuantto Section 217(2AA) ofthe CompaniesAct, 1956, the Directors confirm that :

- In preparation of the Annual Accounts, the applicable accounting standards have been followed.

- Appropriate accounting policies have been selected and applied consistently; judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit for that period.

- Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The annual accounts have been preparedonagoing concern basis.

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

A Statement giving detailsof conservation ofenergy/technology absorption and foreign exchange earnings andoutgoin terms of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988, forms partofthis report and is annexed herewithasAnnexure-B

PARTICULARS OF EMPLOYEES

The particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, as amended, are appended as Annexure-C

CORPORATE SOCIAL RESPONSIBILITY

"Corporate Social Responsibility (CSR) initiatives" are a way to reflect the respect and concern for people and communities living around us. It is an opportunity to make a positive change in the life of needy people and to reduce the gap insociety.

With this view, your company supports "The Vatsal Chaya Trust" focused on enabling, educating and empowering urban deprived children and women. With the contribution of your company, over 650 children comprising child beggars, child laborers, child vendors, rag pickers and girls facing gender bias are provided free transport, clothing, study related material, skill training, music, art, craft training and personality development. The Vatsal ChayaTrust successfully provides flexible options for these childrento access school and help them bridge the many gaps they have in learning, hygiene, health, nutritionas well as social and emotional skills.

As provided under Section 135 of the Companies Act, 2013, the Board of Directors have constituted Corporate Social Responsibility Committee of the Board. Consisting three members with one Independent Director. The Committee will evolve the CSR policy ofthe company and the same will be placed before the Board for approvalindue course.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the continued co-operation the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued Customers, Members and Investing public for their continued support and confidence reposedin the Company.It also acknowledges and appreciates the commitment, dedication and contributionof the Employees towards growthofthe companyinall fields.

For and on behalf of Board of Directors

Place :Chandigarh R.K. GARG

Dated:30th May, 2014 CHAIRMAN


Mar 31, 2013

To The Members,

The Directors are pleased to present the 27th Annual Report together with the audited accounts of the Company for the year ended on March 31, 2013.

FINANCIAL HIGHLIGHTS (Rs. in Million)

S. No. PARTICULAR 2012-13 2011-12

A. Gross Sales 10,772.60 10,458.31

B. Otherlncome 108.67 101.69

C. Grosslncome(A B) 10,881.27 10,560.00

D. Total Expenditures (excl Interest, depreciation and amortization) 9,823.05 9,526.93

E. Earnings before lnterestand Depreciation(C-D) 1,058.22 1,033.07

E Interest & Financial Charges 296.98 275.89

G. Earnings before Depreciation and amortization(E-F) 761.24 757.18

H Depreciation and other/off 496.21 426.07

I Earnings after Depreciation(G-H) 265.03 331.11

J Add: Prior Period Adjustment(net) 0.64 0.36

K Profit Before Tax (l-J) 265.67 331.47

L income tax (net of MAT credit entitlement) 2.51 26.09

M Deferred Tax Liability 12.68 17.74

N Profit Available for Appropriation(K-L-M) 250.48 287.64

FINANCIAL PERFORMANCE

The gross Income of your company increased from Rs. 10,560 million in 2011-2012to Rs. 10881.27 million in 2012-13 . In terms of Number of wheels, the company achieved sale of 10.14 million wheel rims as against sale of 10.19 million wheel rims during the previous year, almost parallel to previous year sales.

The Earnings before interest and depreciation (EBITDA) increased to Rs. 1058.22 million in 2012-13 from Rs. 1033.07 million in 2011-2012. However the Profit before tax during the year under review has decreased to Rs. 265.67 million from Rs. 331.47 million in 2011-12. The fall in profit is primarily due to increase in Depreciation and amortization & increase in financial cost due to a high interest rate regime in majority of FY 2012-2013. The Profit after tax thereby decreased to Rs.250.48 million from Rs. 287.64 million.

The depreciation and other amortization increased to Rs. 496.21 million from Rs. 426.07 million.

TRANSFER TO RESERVES

Your Company proposes to transfer sum of Rs. 287.63 millions to General Reserve.

JAMSHEDPURUNIT

Your directors are pleased to inform you that the capacity at Jamshedpur Unit of the company has been enhanced from 1.00 million to 1.6 million Wheel Rims. Commercial production of second phase is scheduled to start from Second quarter of 2013-14.

The said unit has already developed and successfully tried out new wheel rims namely "8" X "20", "7X20" and "6.5X20" and samples of the same have been submitted to Tata Motors and Ashok Leyland. The company is also developing various wheel rims for Eicher

Motor and Volvo. Further, facility for Disc. Flow formed wheel Rims have also been installed and samples supplied to the prospective customer.

The unit has developed ''off the highway'' wheel rims and the same are being regularly supplied to JCB and L & T. It has also developed TATRA Truck (Army) wheel Rims for BEML and sample submitted and are under testing. Supply of OTR Wheel Rims to various international platform of JCB and caterpillar are under discussion.

MANUFACTURING CAPACITIES

Total installed capacity of the Company comprising of Jamshedpur, Dapparand Chennai Plant at present is 16 millions wheel rims per annum.

Your company is now focusing on Hi-Tech Technology by introducing flow forming process.

MANAGEMENT DISCUSSION ANDANALYSIS

Management discussion and analysis report for the year under review, as stipulated under clause 49 of listing agreement with stock exchanges, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is firmly committed to the principles of Good Corporate Governance and believes that statutory compliance and transparency are necessary to enhance the shareholder value.

A separate section on Corporate Governance forming part of the Directors'' Report and a certificate from the Company''s auditors, confirming the compliance with the Listing Agreement, are included in the Annual Report.

DIRECTORS

During the year under review, Sh. Vijay Narayan Bedekar was appointed as additional Director of the company w.e.f-07.01.2013.

Sh Arun Prakash S korati resigned as a Director of the company. Your Directors place on record their sincere appreciation for the guidance and support provided by him during his tenure as a Director, for the success of the company.

In accordance with the provisions of Companies Act, 1956, Sh. R.KGarg, Sh. S. S. Grewal and Sh. S. S. Jha will be retiring by rotation at the forthcoming Annual General Meeting and they are eligible for reappointment.

ISSUE AND ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS.

The Company issued and allotted 3,65,000 equity shares of Rs.10/- each, against cash, at a price of Rs. 300/- (Rupees Three Hundred Only) per equity shares i.e. at a premium of Rs. 290/- per shares to DHG Marketing (P) Ltd. on a preferential allotment basis on 12.06.2012. Accordingly the issued and paid up capital of the Company has increased to Rs. 15,20,81,700 divided into 15208170 equity shares of Rs. 10/- each. DHG Marketing (P) Ltd. belongs to promoter category. The said 3,65,000 equity shares constitute 2.40% of the total enhanced capital of the Company as on 31.03.2013.

DIVIDEND

Yours Directors are pleased to recommend a dividend of 15% (Rs. 1.50/- per share) for the year ended 31st March, 2013. The total cash outflow on account of the proposed divided (incl. dividend tax) will be of Rs. 26.51 million (Previous year: 25.87 million), which represents 10.59% of the Profit after tax earned during the year.

INTERNALCONTROLSYSTEMS

Your Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliance with policies and statutes and ensure reliability as well as promptness of financial and operational reports.

LISTING OF EQUITY SHARES

We are pleased to inform that the equity shares of the Company are listed on the National Stock Exchange and Bombay Stock Exchange, offering a wide trading network to the shareholders.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit(s) lying with the Company.

AUDITORS

M/sS.C. Dewan &Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting. The Auditors retire at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Company has received a certificate from them pursuant to Section 224 (IB) of the Companies Act, 1956, confirming their eligibility for reappointment.

COST AUDITORS

Pursuant to the Circular dated 24th January, 2012 of the Ministry of Corporate Affairs (MCA) and based on recommendation of Audit committee, the Board of Directors of your company has appointed "Aggarwal Vimal & Associates", Cost Accountants, (Firm Registration No. 000350), as the cost auditor of the company for the audit of cost accounting records maintained by the company for the financial year 2012-13. The appointment has been approved by the Central Government. The report of the cost auditors for the financial year 2012-13 is under finalization and will be filed with MCA within the prescribed time.

Further, based on the audit committee recommendations, the Board of Directors at its meeting held on 29.05.2013, has approved the re-appointment of "Aggarwal Vimal & Associates", as Cost auditors of the Company for the Financial year 2013-14. The appointment is subject to the approval of the Central Government.

INSURANCE

All properties and insurable interests of your Company including buildings and plant & machinery are adequately insured.

DIRECTORS''RESPONSIBILITYSTATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

- In preparation of the Annual Accounts, the applicable accounting standards have been followed.

- Appropriate accounting policies have been selected and applied consistently; judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit for that period.

- Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

The particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, as amended, are appended and form part often Report.

CORPORATE SOCIAL RESPONSIBILITY

"Corporate Social Responsibility (CSR) initiatives" are a way to reflect the respect and concern for people and communities living around us. It is an opportunity to make a positive change in the life of needy people and to reduce the gap in society.

With this view, your company supports "The Vatsal Chaya Trust" focused on enabling, educating and empowering urban deprived children and women. With the contribution of your company, over 700 children comprising child beggars, child laborers, child vendors, rag pickers and girls facing gender bias are provided free transport, clothing, study related material, skill training, music, art, craft training and personality development. At the core of this program is the marginalized child who is forced to work and stands at the very bottom of the poverty heap facing exploitation, violence, coercion and risky behavior patterns. The Vatsal Chaya Trust successfully provides flexible options for these children to access school and help them bridge the many gaps they have in learning, hygiene, health, nutrition as well as social and emotional skills.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continued co-operation the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued Customers, Members and Investing public for their continued support and confidence reposed in the Company. It also acknowledges and appreciates the commitment, dedication and contribution of the Employees towards growth of the company in all fields.

For and on behalf of Board of Directors

Place :New Delhi R.K.GARG

Dated: 29th May, 2013 CHAIRMAN


Mar 31, 2012

To The Members,

The Directors are pleased to present the 26th Annual Report together with the audited accounts of the Company for the year ended on March 31, 2012.

FINANCIAL HIGHLIGHTS (Rs. in Million)

PARTICULARS 2011-12 2010-11

Gross Sales 10,458.31 7,171.34

Other Income 101.69 16.31

Gross Income 10,560.00 7,187.65

Total Expenditures (excl Interest, depreciation and amortization) 9,526.93 6,299.94

Earnings before Interestand Depreciation 1,033.07 887.71

Interests Financial Charges 275.89 203.21

Earnings before Depreciation and amortization 757.18 684.50

Depreciation and other w/off 426.07 328.05

Earnings after Depreciation 331.11 356.45

Less: Prior Period Adjustment (net) 0.36 (0.74)

Profit Before Tax 331.47 355.70

Income tax(net of MAT credit entitlement) 26.09 3.53

Deferred Tax Liability 17.74 54.15

Profit fortheyear 287.64 298.02

FINANCIAL PERFORMANCE

The gross Income of your company increased by 46.92% from Rs. 7187.65 million in 2010-2011 to Rs. 10560.00 million in 2011 -12 . In terms of Number of wheels, the company achieved sale of 10.19 million wheel rims as against sale of 9.64 million wheel rims during the previous year.

The Earnings before interestand depreciation (EBITDA) increased to Rs. 1033.07 million from Rs. 887.71 million in 2010-2011, achieving a growth of 16.37%.

The Profit before tax during the year under review however has decreased to Rs. 331.47 million from Rs. 355.70 million in 2010-11 due to high fluctuation in foreign exchange and increase in depreciation and amortization. The Profit after tax thereby decreased to Rs.287.64 million from Rs. 298.02 million.

The depreciation and other amortization increased to Rs. 426.07 million from Rs. 328.05 million due to commencement of commercial operations at Jamshedpur plant and 2nd Phase of Chennai Plant.

TRANSFER TO RESERVES

Yourcompany proposes to transferofRs.219.17millions to General Reserve.

JAMSHED PURUNIT

Your directors are pleased to inform you that Jamshedpur Unit of the company had already commenced its commercial production and is manufacturing and supplying heavy commercial vehicle wheel rims to Tata Motors, Tata DLT and Ashok Leyland and other Trailer manufacturers. The company is now in process to supply these Wheel Rims to European customers.

Keeping in view the projected production plan of Tata Motors, this plant is under expansion to enhance its capacity from 1.00 million to a level of 1.60 Million Wheel rims.

ORAGADAMUNIT

The Second phase expansion at the Oragadam unit of the company has also been completed during the year and has started the commercial production. With this, the total installed manufacturing capacity of Oragadam unit of the company has increased from 2.5 million to 6.0 million wheel rims p.a.

MANUFACTURING CAPACITIES

With the commissioning of Jamshedpur unit, setting up of additional line at Dappar and expansion of Oragadam unit of the company, the total installed capacity of the company has increased to 16 million wheel rims per annum.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis report for the year under review, as stipulated under clause 49 of listing agreement with stock exchanges, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is firmly committed to the principles of Good Corporate Governance and believes that statutory compliance and transparency are necessary to enhance the shareholder value.

Aseparate section on Corporate Governance forming part of the Directors' Report and a certificate from the Company's auditors, confirming the compliance with the Listing Agreement, are included in the Annual Report.

DIRECTORS

During the year under review,Sh.Arun Parkash S.Korati was appointed as additional Director of the company we.f-13.01.2012.

The Central Govt, vide its letter dated 21st December, 2011 has approved re- appointment of Mrs Ute Mayr as whole time directorforafurtherperiod of three years we.f 10/08/2011 to 09/08/2014.

Sh. B.B.Tandon resigned as a Director of the company. Your Directors place on record their sincere appreciation forthe guidance and support provided by him during his tenure as a Director, forthe success of the company.

In accordance with the provisions of Companies Act, 1956, Sh. S.K Bansal, Sh. M.M Chopra and Sh. H.K. Singhal will be retiring by rotation at the forthcoming Annual General Meeting and they are eligible for reappointment.

DIVIDEND

Your Directors are pleased to recommend a dividend of 15% (Rs. 1.50/- per share) forthe yearended 31 st March, 2012. The total cash outflow on account of the proposed divided (incl. dividend tax) will be of Rs. 25.87 million (Previous year: 25.96 million), which represents 8.99% of the Profit aftertax earned during the year.

INTERNAL CONTROL SYSTEMS

Your Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliance with policies and statutes and ensure reliability as well as promptness of financial and operational reports.

LISTING OF EQUITYSHARES

We are pleased to inform that the equity shares of the Company are listed on the National Stock Exchange and Bombay Stock Exchange, offering a wide trading network to the shareholders.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit(s) lying with the Company.

AUDITORS

M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting. The Auditors retire at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Company has received a certificate from them pursuant to Section 224 (IB) of the Companies Act, 1956, confirming their eligibility for reappointment.

INSURANCE

All properties and insurable interests of your Company including buildings and plant & machinery are adequately insured.

DIRECTORS" RESPONSIBILITYSTATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

- In preparation of the Annual Accounts, the applicable accounting standards have been followed.

- Appropriate accounting policies have been selected and applied consistently; judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit for that period.

- Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

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

A Statement giving details of conservation of energy/technology absorption and foreign exchange earnings and outgo in terms ofSection 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, forms part of this report and is annexed herewith.

PARTICULARS OF EMPLOYEES

The particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, as amended, are appended and form part of the Report.

CORPORATE SOCIAL RESPONSIBILITY

"Corporate Social Responsibility (CSR) initiatives" are a way to reflect the respect and concern for people and communities living around us. It is an opportunity to make a positive change in the life of needy people and to reduce the gap in society.

With this view, your company supports "The Vatsal Chaya Trust" focused on enabling, educating and empowering urban deprived children and women. With the contribution of yourcompany, over 700 children comprising child beggars, child laborers, child vendors, rag pickers and girls facing gender bias are provided free transport, clothing, study related material, skill training, music, art, craft training and personality development. At the core of this program is the marginalized child who is forced to work and stands at the very bottom of the poverty heap facing exploitation, violence, coercion and risky behavior patterns. The Vatsal Chaya Trust successfully provides flexible options for these children to access school and help them bridge the many gaps they have in learning, hygiene, health, nutrition as well as social and emotional skills.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the continued co-operation the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued Customers, Members and Investing public for their continued support and confidence reposed in the Company. It also acknowledges and appreciates the commitment, dedication and contribution of the Employees towards growth of the company in all fields.

(A) CONSERVATION OF ENERGY

As part of a continuous process the Company adopts all suitable measures to conserve energy. This includes periodical check-ups, preventive maintenance and calibration of all electrical instruments & machineries as well as energy audits by independent agencies.

The details regarding present energy consumption including captive generation are furnished below as per Form A of theAnnexure to the rules.

(B) TECHNOLOGY ABSORPTION

Your Company deploys state of the art technology. As a result the products developed and designed are accepted by its customers for commercial production. Your Company has extended its technical collaboration agreement with M/s Ringtechs Co. Ltd of Japan (a world renowned steel wheel manufacturing company). Your company is increasingly devoting resources for process improvements, cost efficiencies and quality improvements.

1. Research & Development (R&D)

Your Company is a Govt, of India approved R&D centre.

I a) Specific area in which R&D carried out by Company Design and development of new wheel rims,

- Design and development of new dies and tools.

b) Benefits derived as a result of the above R&D

- Better yield of raw materials,

- Better performance of products

- Reduced cost of products

- Reduction in process wastage

- Better productivity

- Value addition to customers of company by way of reduced weight of the wheel rims, leading to better fuel efficiency

c) Future plan of action

Development of new products which will be import substitutes

d) Expenditure on R&D (Rs. in lakhs)

Year Ended Year ended 31.03.2012 31.03.2011

Capital 123.30 82.70

Recurring 157.57 118.13

Total 280.87 200.83

Total R&D expenditure is 0.29% of total turnover.

2. Technology absorption, adaptation and innovation

a) Efforts in brief made towards technology absorption, NIL NIL adaption and innovation

b) Benefits derived as a result of the above efforts e.g. product NA NA improvement, import substitution etc.

c) In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) following information may be furnished

i) Technology imported NA NA

ii) Year of Import NA NA

iii) Has technology been fully absorbed NA NA

iv) If not fully absorbed, areas where this has not taken NA NA place reason thereof and future plan of action.



For and on behalf of Board of Directors

Place : CHANDIGARH R.K. GARG

Dated: 29th May, 2012 CHAIRMAN


Mar 31, 2011

To The Members,

The Directors are pleased to present the 25th Annual Report together with the audited accounts of the Company for the year ended on March 31, 2011.

FINANCIAL HIGHLIGHTS (Rs. in Million)

PARTICULARS 2010-11 2009-10

Gross Sales 7,171.34 4,525.44

Other Income 13.97 11.21

Gross Income 7,185.31 4,536.65

Total Expenditures (excluding Interest, depreciation and amortization) 6,300.06 3,914.16

Earnings before Interest and Depreciation 885.25 622.49

Interest & Financial Charges 201.54 168.56

Earnings before Depreciation and amortization 683.71 453.93

Depreciation and other written off 328.05 255.27

Earnings after Depreciation 355.66 198.66

Less: Prior Period Adjustment (Net) 0.08 2.69

Profit Before Tax 355.74 195.97

Income Tax (net of MAT credit entitlement) 3.57 45.54

Deferred Tax Liability 54.15 5.17

ProfitAvailable For Appropriation 298.02 145.25

Proposed Dividend 22.26 13.62

Tax On Distributed Profits 3.70 2.31

Balance Carried Over To Balance Sheet 272.06 129.32

FINANCIAL PERFORMANCE

The gross Sales of your Company increased by 58.38% from Rs. 4,536.65 million in 2009-10 to Rs. 7,185.31 million in 2010-11. 9.64 million wheel rims were sold in 2010-11 as compared to 7.17 million wheel rims in the previous financial year. This corresponds to an increase of 34.41% in numbers of wheels. The comparatively higher increase in sales could be achieved thanks to the higher volumes of Exports, Truck and tractor wheels sold during the financial year under review.

The Earnings before interest and depreciation (EBITDA) increased by 42.21 % from Rs. 622.49 million in 2009-10 to Rs. 885.25 million in 2010-11. The EBITDA margin has slightly decreased to 12.34% from 13.76% in 2009-10 due to increasing steel prices during the financial year under review.

A significant increase could be achieved in Profits before and after tax in 2010-11. They grew by 81.53% to Rs. 355.74 and by 105.18% to Rs. 298.02 million respectively.

The depreciation and other amortization increased to Rs. 328.05 million from Rs. 255.27 million due to the enhanced utilization of the Dappar and Oragadam plants and the commencement of commercial operations at Jamshedpur.

JAMSHEDPURUNIT

Your directors are pleased to inform you that the Company's new Truck Wheel Rims Facility at Jamshedpur has commenced its commercial production during the year 2010-11. Tube type heavy commercial vehicle wheel rims are successfully being supplied to Tata Motors and Tata DLT and soon also to Ashok Leyland. Moreover, tubeless wheel rim samples have been developed for two prominent German trailer manufacturers: Krone and Schmitz Cargo bull. Keeping in view the projected production plan of Tata Motors, the Jamshedpur plant is currently enhancing its capacity to a level 1.7 million wheel rims.

DAPPARUNIT

During 2010-11 your Company has furthermore added additional capacity at its Dappar plant. With this, the total installed capacity results enhanced from 7.50 million wheel Rims to 9.00 million wheel rims p.a.

ORAGADAMUNIT

The second phase expansion at Oragadam could be completed during the financial year under review and the same is under trial production. The total installed manufacturing capacity at Oragadam has thereby been increased from 2.5 million to 6.0 million wheel rims p.a.

MANUFACTURING CAPACITIES

During the financial year under review the total capacity of the Company has increased to 16 million wheel rims per annum which makes It one of the biggest steel wheel manufacturers in Asia.

FUTURE OUTLOOK

The focus of your Company is to develop world-class facilities for the manufacture of quality steel wheel rims for all segments of the automotive industry while increasing its customer base in India as well as internationally.

The growth of the automobile component industry is likely to slow down considerably in 2011 -12 from the high growth rates of 26- 30% seen during 2010-11. This is due to higher price of vehicles and rising interest rates. The expected growth rates for 2011 -12 are expected to be around 8-10 percent in the domestic market and exports by around 70 percent. Further details regarding the future outlook of your Company are discussed in the Management Discussion and Analysis enclosed with the Annual Report.

ISSUE AND ALLOTMENT OF EQUITYSHARES ON PREFERENTIAL BASIS

Your Company issued and allotted 8,50,000 Equity Shares of Rs. 10/- each against cash, at a price of Rs. 520/- (Rupees Five hundred Twenty only) per equity shares i.e at a premium of Rs. 510/- per share to Sumitomo Metal Industries Ltd. on a preferential allotment basis on 9* December, 2010 (Non Promoter Category). Sumitomo Metal Industries Ltd. is a Japan based Company. The said 8,50,000 shares constitutes 5.73% of the total enhanced paid up capital of the Company as on 31st March,2011.

Your Company also issued and allotted 3,77,000 equity shares of Rs. 10/-each fully paid up, at a price of Rs. 595/-per shares ( i.e. at a premium of Rs. 585/- per share) to GS Global Corp., on 12* January, 2011 on preferential allotment basis (Non Promoter Category). GS Global Corp is a South Korea based Company. The said 3,77,000 shares constitute 2.54% of the total enhanced paid up capital of the Company as on 31st March, 2011.

DIRECTORS

In accordance with the provisions of Companies Act, 1956, Sh. B. B. Tandon, Sh. S.S. Jha and Sh. S.S. Grewal will be retiring by rotation at the forthcoming Annual General Meeting and they are eligible for reappointment.

Mrs. Ute Mayr was re-appointed as a Whole time Director of the Company for aperiod of three years we.f 10.08.2011 subject to the approval of the Central Government.

DIVIDEND

Yours Directors are pleased to recommend a dividend of 15% (Rs. 1.50/- per share) for the year ended 31st March, 2011. The total cash outflow on account of the proposed dividend (incl. dividend tax) will be of Rs. 25.96 million (Previous year: 15.93 million), which represents 8.71% of the Profit after tax available for appropriation.

INTERNALCONTROLSYSTEMS

Your Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliance with policies and statutes and ensure reliability as well as promptness of financial and operational reports.

CORPORATE GOVERNANCE

Your Company is firmly committed to the principles of Good Corporate Governance and believes that statutory compliance and transparency are necessary also to enhance the shareholder value.

A separate section on Corporate Governance forming part of the Directors' Report and a certificate from the Company's auditors, confirming the compliance with the Listing Agreement, is included in the Annual Report.

LISTING OF EQUITYSHARES

We are pleased to inform that the equity shares of the Company are listed on the National Stock Exchange and Bombay Stock Exchange, offering a wide trading network to the shareholders.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit(s) lying with the Company.

AUDITORS

M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting. The Auditors retire at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Company has received a certificate from them pursuant to Section 224 (IB) of the Companies Act, 1956, confirming their eligibility for reappointment.

INSURANCE

All properties and insurable interests of your Company including buildings and plant & machinery are adequately insured.

DIRECTORS" RESPONSIBILITYSTATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

- In preparation of the Annual Accounts, the applicable accounting standards have been followed.

- Appropriate accounting policies have been selected and applied consistently; judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and the profit for that period.

- Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of The Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

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

A Statement giving details of conservation of energy/technology absorption and foreign exchange earnings and outgo in terms Of Section 217 (1)(e)of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, forms part of this report and is annexed herewith.

PARTICULARS OF EMPLOYEES

The particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, as amended, are appended and form part of the Report.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the continued co-operation the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued Customers, Members and Investing public for their continued support and confidence reposed in the Company and last but not the least it acknowledges and appreciates the commitment, dedication and contribution of the Employees of the Company.

For and on behalf of Board of Directors

Place : CHANDIGARH R.K. GARG

Dated: 30th May, 2011 CHAIRMAN








Mar 31, 2010

The Directors are pleased to present the 24th Annual Report together with the audited accounts of the Company for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS (Rs. in Million)

2009-10 2008-09

Gross Sales 4,525.44 3,577.57

Other Income 11.21 11.16

Gross Income 4,536.65 3,588.73

Total Expenditures (excluding Interest, depreciation and amortization) 3,914.16 3,171.11

Earnings before Interest and Depreciation 622.49 461.82

Interest & Financial Charges 168.56 160.12

Earnings before Depreciation and amortization 453.93 301.70

Depreciation and other written off 255.27 172.01

Earnings after Depreciation 198.66 129.69

Less: Prior Period Adjustment (Net) 2.69 2.04

Profit Before Tax 195.97 127.65

Income Tax including fringe benefit tax 45.54 17.91

Deferred Tax Liability 5.17 31.80

Profit Available For Appropriation 145.25 77.94

Proposed Dividend 13.62 -

Tax On Distributed Profits 2.31 -

Balance Carried Over To Balance Sheet 129.32 77.94



FINANCIAL PERFORMANCE

During the year under review your Company sold 7.2 million wheel rims as against 5.4 million wheel rims sold during the previous financial year. This corresponds to 33% growth in number of wheels which could be achieved thanks to the overall growth in the automotive industry as well as the addition of new customers.

The gross income of the Company during the year under review increased by 26% to Rs. 4536.65 million from Rs. 3588.73 million in 2008-09.

The Earnings before interest and depreciation (EBITDA) during the year under review increased to Rs. 622.49 million from Rs. 461.82 million in 2008-09.

The Profit before tax during the year under review increased to Rs. 195.97 million from Rs. 127.65 million in 2008-09. The Profit after tax increased to Rs. 145.25 million from Rs. 77.94 million.

The depreciation and other amortization increased to Rs 255.27million from Rs. 172.01 million due to the commencement of the amortization of the Oragadam Unit.

JAMESHEDPUR PROJECT

Your Company is setting up a wheel rim manufacturing plant for commercial vehicles in Jamshedpur. The plant has already commenced its dry run and production is scheduled to commence from July, 2010. It will have an initial installed capacity of 1.0 million tube type wheels per annum (with a provision for the production of tubeless wheels) and shall be capable of producing wheels from 16" diameter to 24" diameter for light and heavy commercial vehicles. Apart from exports to mainly Europe the Jamshedpur unit shall cater to the requirements of Tata Motors Ltd and Ashok Leyland Ltd.

MANUFACTURING CAPACITIES

With the commissioning of the Jamshedpur unit, your Company shall have installed a capacity of 11.0 million wheel rims. Considering the order book position the Company plans to expand its capacity at Oragadam from 2.5 million wheel rims to 5.0 million wheel rims during the year 2010-11. This will increase the total capacity of your Company to 13.50 million wheel rims by the end of 2010- 11 as against 10.0 million wheel rims during 2009-10.

CAPITAL EXPENDITURES

The capital expenditures for increasing your Companys capacity to 13.50 million wheel rims will amount to approximately Rs. 586.80 million which shall be financed by way of external commercial borrowings/term loans/internal accruals.

FUTURE OUTLOOK

The focus of your Company is to develop world-class facilities for the manufacture of quality steel wheel rims and to increase its customer base in order to cater to all segments and manufacturers.

The automotive industry recorded a significant growth during 2009-10 as well as a double digit growth amongst all of its segments during the first two months of 2010-11. With the projected GDP growth of 8%, the automobile sector is looking up for a new beginning. The most impressive growth is registered in the Tractor and HCV segments. Details on the future outlook are discussed in the Management Discussion and Analysis enclosed with the Annual Report.

ISSUE AND ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS

Your Company issued and allotted 5,50,000 Equity Shares of Rs. 10/- each against cash, at a price of Rs. 105/- (Rupees One hundred five only) per equity shares i.e at a premium of Rs. 95/- each per share to Sh. Dheeraj Garg on a preferential allotment basis on 6th April, 2010 Sh. Dheeraj Garg belongs to the Promoter Category of your Company. The total shareholding of the Promoter Group has thereby increased to 53.97% of the total paid up capital.

DIRECTORS

In accordance with the provisions of Companies Act, 1956, Sh. R.K.Garg, Sh. H.K.Singhal and Rear Adml.

M.M.Chopra (Retd.) will be retiring by rotation at the forthcoming Annual General Meeting and they are eligible for reappointment.

Mrs. Ute Mayr was appointed as a Whole time Director of the Company for a period of three years w.e.f 10.08.2008 subject to the approval of Central Government. The Central Government vide its Letter dated 20th May, 2010 has approved the appointment of Mrs. Ute Mayr as a Whole time Director of the Company.

DIVIDEND

Yours Directors are pleased to recommend a dividend of 10% (Rs.1/- per share) for the year ended 31st March, 2010. The total cash outflow on account of the proposed divided will be of Rs. 15.93 million (Previous year: NIL) , which represents 10.97% of the Profit after tax available for appropriation.

INTERNAL CONTROL SYSTEMS

Your Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliance with policies and statutes and ensure reliability as well as promptness of financial and operational reports.

CORPORATE GOVERNANCE

Your Company is firmly committed to the principles of Good Corporate Governance and believes that statutory compliance and transparency are necessary also to enhance the shareholder value.

A separate section on Corporate Governance forming part of the Directors Report and a certificate from the Companys auditors, confirming the compliance with the Listing Agreement, is included in the Annual Report.

LISTING OF EQUITY SHARES

We are pleased to inform that the equity shares of the Company are listed on the National Stock Exchange and Bombay Stock Exchange, offering a wide trading network to the shareholders.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit(s) lying with the Company.

AUDITORS

M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold

office till the conclusion of the ensuing Annual General Meeting. The Auditors retire at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Company has received a certificate from them pursuant to Section 224 (IB) of the Companies Act, 1956, confirming their eligibility for reappointment.

INSURANCE

All properties and insurable interests of your Company including buildings and plant & machinery are adequately insured.

DIRECTORS1 RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

- In preparation of the Annual Accounts, the applicable accounting standards have been followed.

- Appropriate accounting policies have been selected and applied consistently, judgments and estimates made are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and the profit for that period.

- Proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

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

A Statement giving details of conservation of energy/technology absorption and foreign exchange earnings and outgo in terms of Section 217 (1)(e)of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, forms part of this report and is annexed herewith.

PARTICULARS OF EMPLOYEES

The particulars of the employees as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, as amended, are appended and form part of the Report.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the continued co-operation the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued Customers, Members and Investing public for their continued support and confidence reposed in the Company and last but not least it acknowledges and appreciates the commitment, dedication and contribution of the Employees of the Company.

For and on behalf of Board of Directors

Place: CHANDIGARH R.K. GARG

Date :22nd June, 2010 CHAIRMAN

 
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