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Directors Report of Sundaram Brake Lining Ltd.

Mar 31, 2017

DIRECTORS'' REPORT TO THE SHAREHOLDERS

The Directors have pleasure in presenting the Forty Third Annual Report of the Company together with Audited Financial Statements for the year ended 31st March 2017.

FINANCIAL HIGHLIGHTS

The Ministry of Corporate Affairs (MCA) vide Notification dated 16th February 2015, notified the Companies (Indian Accounting Standards) Rules 2015, (hereinafter referred as Ind AS). As a standalone entity Ind AS would be applicable to the Company only w.e.f 1st April 2017. However, Your Company being an associate of T.V.Sundram Iyengar & Sons Private Limited, who have adopted Ind AS with effect from 1st April 2016, Your Company was required to present Ind AS compliant reporting with effect from 1st April 2016. Hence Your Company has adopted Ind AS from Financial Year 2016-17 & Annual Financial Statements for 2016-17 are presented in accordance with Ind AS.

SUMMARY OF FINANCIAL RESULTS: (Rs. in lakhs)

Details

Year ended

Year ended

31.03.2017

31.03.2016

Revenue from Operations

24,652.34

24,626.83

Profit before interest, depreciation and tax

937.00

875.16

Less : Interest

252.59

290.12

Profit before depreciation and tax

684.41

585.04

Less : Depreciation

541.25

554.39

Profit before tax and exceptional items

143.16

30.65

Add : Exceptional item

-

-

Profit before tax

143.16

30.65

Less : Provision for Taxation

Current Tax

-

-

Prior Period Tax

-

-

Deferred Tax Liability / (Asset) (net)

(32.67)

71.6

Profit after tax

175.83

(40.95)

Add : Surplus / (Deficit) brought forward

1.40

22.35

General Reserve

-

20.00

Surplus Carried over

177.23

1.40

DIVIDEND

Though there is an improvement in the performance of the Company in the year under review, given the uncertain domestic and global macro-economic climate, the Board of Directors would like to ensure stability and improvement in the earnings before payment of dividend is resumed.

OPERATIONS & EXPORTS

The gross sales for the year 2016-17 were at Rs.242.43 crores as against Rs.242.81 crores in the previous year. Net Foreign Exchange earned by your company in the year under review was Rs 76.06 crores as against Rs.82.22 crores in 2015-16.

Your Company continued the efforts for cost reduction and the steps taken for reduction in Power & Fuel continue to give benefits.

Your Company recognizes that the path to sustained profitability must come from both increased sales and reduction in costs and those will be the key focus in the year ahead.

As a part of strategy to match the Employees'' cost to production value, Voluntary Retirement Scheme (VRS) was implemented in August 2016 and there was an outgo of Rs.154 lacs as VRS compensation. This will be compensated by reduction in costs in the years to come.

On the export front, there is considerable uncertainty about the impact of potentially protectionist trade policies in our key US market. The domestic market faces uncertainty from the fate of the upcoming monsoon as well as a significantly changed tax policy. While we must welcome the potential establishment of a single Indian market a mere seventy years after independence, the multiple tax bands and potential for abuse thereof is regrettable. We expect the long term impact of reduced administrative burden of outdated excise and octroi duties and taxes to be positive but are concerned about the short term impact on aftermarket sales.

Your Company continues to enjoy the status of Star Export House in accordance with the provisions of the Foreign Trade Policy 2009 - 2014, with a Certificate of Recognition issued by the Office of the Zonal Joint Director General of Foreign Trade, Chennai, which is valid up to 31st March 2018.

Your Company continues to take steps for adding new customers and new products both in Domestic and Export markets.

RESEARCH AND DEVELOPMENT

Your Company''s R&D facility located in Padi has been enjoying recognition as an approved R&D unit by the Department of Scientific & Industrial Research (DSIR), Ministry of Science & Technology, Government of India, New Delhi, and the recognition is valid up to 31st March 2018.

During the year under review, thrust was given for development of new products, viz., Commercial Vehicle Linings & Clutch Facings both for new and existing customers.

Efforts for achieving reduction in energy costs were continued in the year under review.

The total expenditure for R&D incurred in 2016-17 was Rs.7.69 crores as against Rs.5.94 crores in the previous year.

OUTLOOK FOR 2017-18

With expectation of normal monsoon and implementation of GST, it is expected that economy may pick up momentum of growth and your company hopes to reap the benefits of growth in automobile sector.

While the results of any protectionist tariff in our key markets, the potential for delays or disruptions from the introduction for GST are causes for concern, the efficient and effective execution of your company''s plans to lower costs and increase sales will play a large role in the results for the coming year.

PUBLIC DEPOSITS

Your Company does not hold any deposit from the public.

BOARD MEETINGS

The Board of Directors of the Company met Five times during the financial year.

Audit Committee and Stakeholders'' Relationship Committee of the Board of Directors met five times and four times respectively during the year.

DIRECTORS

Mr. K Mahesh, Director of the Company who retires by rotation and being eligible for re-appointment offers himself for re-appointment as Director of the Company subject to the approval by the Shareholders of the Company by an Ordinary Resolution.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from all Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149 (6) of the Act. The format of the Disclosure is given as Annexure I.

VIGIL MECHANISM

The Company adopted a Whistle Blower Policy establishing vigil mechanism to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of Vigil mechanism is available on the Company''s website www.tvsbrakelinings.com. No complaint has been received from any employee since inception of the vigil mechanism.

MATERIAL CHANGES & COMMITTMENTS

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year (FY 2016-17) of the company to which the financial statements relate and date of the report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of Section 134(5) of the Companies Act 2013, Your Directors confirm :

1. that in the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) have been followed;

2. that they 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 and loss of the Company for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4. that they had prepared the annual accounts on a going concern basis;

5. they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES / JV AND INFORMATION ABOUT SUBSIDIARY / JV / ASSOCIATE COMPANY

There is no Subsidiary or Associate Company or JV and hence these are not applicable.

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 an extract of Annual Return in Form No. MGT 9 as a part of this Annual Report is given in Annexure II.

STATUTORY AUDITORS

M/s.Sundaram & Srinivasan, Chartered Accountants, who were appointed as Statutory Auditors for a transitional period of 3 years till the conclusion of the 43rd AGM, will retire at the conclusion of the AGM scheduled on 4th August 2017, in line with the provisions of the Companies Act, 2013 for retirement of auditors by rotation.

In view of this, the Board of Directors have recommended the appointment of M/s. Brahmayya & Co., Chartered Accountants, Chennai having registration number 000511S as Statutory Auditors of the Company for a period of 5 years, (subject to ratification at the AGM every year till the conclusion of the 48th AGM) for shareholders'' approval at the 43rd AGM.

The Company has received consent from M/s. Brahmayya & Co., Chartered Accountants, Chennai to serve as Statutory Auditors of the company, if they are so appointed.

They have also furnished necessary certificate under Section 139 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 conveying their eligibility for appointment of statutory auditors of the Company.

Directors place on record their sincere appreciation of the valuable services rendered by M/s.Sundaram & Srinivasan, Chartered Accountants, Chennai since inception of the Company as its Statutory Auditors.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. V Suresh, Practicing Company Secretary to undertake the Secretarial Audit. The Secretarial Audit Report for the Financial Year 2016-17 is annexed to this report as an Annexure III.

QUALIFICATIONS IN AUDIT REPORTS

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made -

(a) by the Statutory auditor in his report; and

(b) by the Company Secretary in practice in his Secretarial audit Report.

Not applicable as there are no qualifications in Statutory Auditors'' Report and in Secretarial Auditors'' report. COST AUDIT

Cost audit is not applicable to the Company from the Financial Year 2014-15 based on the amended Companies (Cost Audit & Record) Rules 2014 dated 31st December 2014 issued by the Ministry of Corporate Affairs, Govt. of India.

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

A. CONSERVATION OF ENERGY

(a) Energy conservation measures taken during 2016-17:

- Appropriate tailoring of motor power to reduce the Electrical energy consumption.

- Optimization of the heating and insulation methods of the individual cavities to reduce cost of energy per piece.

- Study initiated to refine press cycle times to reduce the energy required per cycle

(b) Impact of the above measures:

- The measures taken above have helped in reducing electrical energy and Fuel cost and would continue to help in reducing the energy cost in the months to come.

B. TECHNOLOGY ABSORPTION

Research & Development (R & D)

(1) Specific areas in which R&D carried out by the Company

(a) Developed and obtained OEM approval for Drum Brake Linings for Heavy Truck and Bus applications.

(b) Developed and obtained OEM approval for Drum Brake Lining for Light commercial vehicle applications.

(c) Developed and obtained OEM approval for New grade Woven clutch facings for Commercial vehicle application.

(d) Developed & improved an affordable vehicle data acquisition system - DEFCON (Driver''s Experience of Friction Conditions) and collected actual field duty cycle data for understanding and improving our new and existing product performance.

(2) Benefits derived as a result of the above

(a) Continued recognition of in-house R&D by Department of Scientific and Industrial Research, Government of India (valid up to 31.03.2018).

(b) Reduction in Raw material costs through up gradation in quality and yield improvement.

(c) Resolved noise and poor braking complaints reported by customers on competitor linings which helped the company to get new business.

(3) Future plan of action

(a) Development of Disc Pads and Drum Brake Linings for various new vehicle application for Domestic OEM & Export Market.

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

Sl.

No.

Particulars

Financial Year

2016-17

2015-16

a

Capital

10.99

26.00

b

Recurring

757.58

567.91

c

Total

768.57

593.92

d

Total R & D expenses as % of total turnover

3.4

2.6

C. Technology absorption, adaptation and innovation

1. Efforts in brief, made towards technology absorption, adaptation and innovation

(a) SBL developed Embedded Granular Material Matrix Technology for meeting end user NVH (Noise, Vibration & Harshness) requirements without compromising performance and life.

(b) Process optimization for Quality Improvement.

(c) Product and Process improvement by bench marking the product against global leaders.

2. Benefits derived as a result of the above efforts

(a) Development of superior and competitive products for export and domestic markets.

(b) Quality up-gradation and optimal use of resources leading to substantial savings.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs. in lakhs)

Sl.

Particulars

Financial Year

No.

2016-17

2015-16

a

Foreign Exchange earned

10,531.38

1 1,226.16

b

Foreign Exchange used

2,925.83

3,004.35

c

Net Foreign Exchange earned (a-b)

7,605.55

8,221.81

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year 2016-17, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

INTERNAL FINANCIAL CONTROLS

The Board and the Audit Committee have been reviewing the Internal Financial controls and strengthening the same. Further, Audit Committee periodically reviews the Internal Audit Reports and suggestions and corrective actions are implemented.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, the Company has not given any loan (Secured or Unsecured) and had not given any guarantee or provided any security to any person.

RISK MANAGEMENT

The Risk Management policy adopted by the Board formalizes the Company''s approach to overview and manage material business risks.

All the risks associated with the business of the Company have been taken care of by taking adequate measures by the Company, which have been reviewed by the Audit committee and the Board in their meetings held from time to time.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

CSR is not applicable to the Company as the average net profits of the Company for the preceding three years is NIL as the Company has incurred losses in the past years.

REASON FOR NOT SPENDING FOR CSR

CSR is not applicable to the Company as the average net profits of the Company for the preceding three years is NIL as the Company has incurred losses in the past years.

ANNUAL REPORT ON CSR

Annual Report on CSR in the prescribed format has been enclosed as Annexure IV.

RELATED PARTY TRANSACTIONS

All the related party transactions entered by the Company are normal business transactions entered in the ordinary course of business and are on arm''s length basis. The company has been following a policy of getting omnibus approval for the Related Party Transactions (RPTs) from the Audit Committee.

The actual RPTs entered were approved by the Audit Committee and by the Board at the quarterly meetings during the Financial Year 2016-17. The policy on Related Party Transactions, as approved by the Board is uploaded on the Company''s website.

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in form AOC-2 are furnished as Annexure V.

JUSTIFICATION FOR ENTERING INTO RELATED PARTY TRANSACTIONS

The Company''s Related Party Transactions have been made to meet the requirements of operations and at an arm''s length basis and have been entered in the ordinary course of business.

BOARD EVALUATION

In terms of Section 134 (3) (p) of the Companies Act, 2013 and Regulation 4(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board reviewed and evaluated its own performance from the following perspectives:

(a) Company Performance;

(b) Risk management;

(c) Corporate Ethics;

(d) Performance of the Individual Directors; and

(e) Performance of the Committees, viz., Audit Committee, Nomination and Remuneration Committee (NRC) and Stakeholders'' Relationship Committee (SRC).

The Board upon evaluation considered that the board is well balanced in terms of diversity of experience covering all the activities of the Company.

The Board, after discussion and review, noted with satisfaction of its own performance and that of its committees and individual Directors.

RATIO OF REMUNERATION OF DIRECTOR

As per Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the details of Ratio of Remuneration to each Director to the median employee''s remuneration is furnished as Annexure VI.

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration of not less than Rs.1.02 crores during the year or Rs.8.50 lakhs per month during any part of the said year as per Section 197 of the Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 to National Stock Exchange, where the company''s shares are listed.

CORPORATE GOVERNANCE

Your company has taken adequate steps to adhere to all the conditions laid down in SEBI (Listing obligations and disclosure requirements) regulations, 2015 with respect to Corporate Governance. A report on Corporate Governance is included as a part of this annual report as Annexure VII.

A Certificate from the Statutory Auditors of the Company confirming the compliance of conditions of Corporate Governance as stipulated in SEBI (Listing obligations and disclosure requirements) regulations, 2015 forms part of this Annual report.

The Managing Director and the Chief Financial officer of the Company have certified to the Board the financial statements and other matters in accordance with the Regulation 17(8) of the SEBI (Listing obligations and disclosure requirements) regulations, 2015 pertaining to CEO/CFO certification for the financial year ended 31st March 2017.

ACKNOWLEDGEMENT

Your Directors wish to thank State Bank of India and Export-Import Bank of India for their continued support and assistance.

Your Directors also wish to thank all the Customers, the Wholesalers both in India and worldwide for their continued support.

Yours Directors wish to place on record their sincere appreciation for the good work of all the employees.

For and on behalf of the Board

Place: Chennai K MAHESH KRISHNA MAHESH

Date : May 29, 2017 Chairman Managing Director


Mar 31, 2016

The Directors have pleasure in presenting the Forty Second Annual Report of the Company together with audited accounts for the year ended 31st March 2016.

FINANCIAL RESULTS (Rs. in lakhs)

Year ended 31.03.2016

Year ended 31.03.2015

Revenue from Operations

22,752.01

23,650.77

Profit before interest, depreciation and tax

874.81

163.85

Less : Interest

290.12

368.04

Profit before depreciation and tax

584.69

(204.19)

Less : Depreciation

554.39

688.77

Profit before tax and exceptional items

30.30

(892.96)

Add : Exceptional item

-

-

Profit before tax

Less : Provision for Taxation

30.30

(892.96)

- Current Tax

-

(0.09)

- Prior Period Tax

-

(644.44)

- Deferred Tax (Liability) / Asset (net)

(3.50)

82.75

Profit after tax

26.80

(1454.74)

Add : Surplus / (Deficit) brought forward

22.35

2.09

Transfer (to) General Reserve I

-

(1475.00)

Transfer from General Reserve II

-

1475.00

Surplus Carried over

49.15

22.35

DIVIDEND

In view of small profit for the Financial year 2015-16, Your Directors are constrained to skip Dividend for the year. Your Directors assure you that various steps are being taken for improving the performance of the Company.

FLOODS IN CHENNAI

As members may be aware, there were unprecedented rainfall and floods in the 3rd week of November 2015 and 1st week of December 2015 in Chennai. The manufacturing facility in Padi, Chennai was affected due to the floods and with the timely response and restoration measures taken, the loss of production was minimized totally to 9 days. Insurance claims for damages to Machinery, Buildings and Inventory have been made and are in the process of being settled.

OPERATIONS

The net sales for the year 2015-16 were at Rs 227.52 crores as against Rs.236.51 crores in the previous year. Your Company had to face the following challenges in 2015-16 :

1. Sales to OE customers remained subdued with marginal decline of about 4% over previous year.

2. Additional burden on account of wage hike for workmen due to long term wage settlements for workmen in Padi, TSK Plant 1 & Plant 2.

However there was relief in the expenditure on fuel on account of continuous decline in price of furnace oil due to fall in crude prices. Steps taken to reduce consumption of power and fuel for operations also continue to yield favourable results.

EXPORTS

Your company continued its thrust in the export market segment and its focus for meeting the expectations of overseas customers in terms of timely delivery and quality.

Net Foreign Exchange earned by your company in the year under review was Rs. 82.22 crores as against Rs.77.68 crores in 2014-15.

Your Company continues to enjoy the status of Star Export House in accordance with the provisions of the Foreign Trade Policy 2009 - 2014, with a Certificate of Recognition issued by the Office of the Zonal Joint Director General of Foreign Trade, Chennai, which is valid up to 31st March 2018.

Your Company continues to take steps for adding new customers and new products in export market.

RESEARCH & DEVELOPMENT

Your Company''s R&D facility located in Padi has been enjoying recognition as an approved R&D unit by the Department of Scientific & Industrial Research (DSIR), Ministry of Science & Technology, Government of India, New Delhi, and the recognition is valid up to 31st March 2018.

Your Company continues to give thrust for development of new products, viz., Commercial Vehicle Linings, Passenger Vehicle Linings & Clutch Facings both for new and existing customers.

Your company continues its efforts for implementing various initiatives for reduction in energy costs which constitute a major portion next to Raw Material costs & Employees'' costs.

The total expenditure for R&D incurred in 2015-16 was Rs.5.94 crores as against Rs.6.31 crores in the previous year. OUTLOOK FOR 2016-17

The Indian Economy is predicted to grow by 7.5% to 8% in 2016-17. While the IMD has predicted a good monsoon, its delayed arrival is a matter of concern. If the economy grows as predicted & the monsoon is good, the automotive sector should prosper and the company may be expected to do well.

PUBLIC DEPOSITS

Your Company does not hold any deposit from the public.

BOARD MEETINGS

The Board of Directors of the Company met four times during this financial year.

Audit Committee and Stakeholders'' Relationship Committee of the Board of Directors met four times during the year.

Nomination and Remuneration Committee of the Board of Directors met two times during the year and Independent Directors had their meeting one time during the year.

DIRECTORS

Mr. K Ramesh, Director of the Company who retires by rotation and being eligible for re-appointment offers himself for re-appointment as Director of the Company subject to the approval by the Shareholders of the Company by an Ordinary Resolution.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from all Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149 (6) of the Act. The format of the Disclosure is given as Annexure I.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of Vigil mechanism is available on the Company''s website www.tvsbrakelinings.com.

MATERIAL CHANGES & COMMITTMENTS

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year (FY 2015-16) of the Company to which the financial statements relate and date of the report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of Section 134(5) of the Companies Act 2013, your Directors confirm :

1. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

2. that they 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 and loss of the Company for that period;

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4. that they had prepared the annual accounts on a going concern basis;

5. they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES / JV AND INFORMATION ABOUT SUBSIDIARY / JV / ASSOCIATE COMPANY

There is no Subsidiary or Associate Company or JV and hence these are not applicable.

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act 201 3 and Rule 12 of the Companies (Management and Administration) Rules, 2014 an extract of Annual Return in Form No. MGT 9 as a part of this Annual Report is given in Annexure II.

STATUTORY AUDITORS

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai were appointed as Statutory Auditors for a transitional period of 3 years in the Annual General Meeting held on 1st August 2014 subject to the approval and ratification by the shareholders at each annual general meeting during the transitional period. The Company has obtained certificate under Section 141 of the Companies Act 2013 conveying their eligibility for re-appointment. The Audit Committee and the Board reviewed their eligibility and recommended the ratification of the Re-appointment for Third year from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting as Auditors of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. V Suresh, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2015-16 is annexed to this report as Annexure III.

QUALIFICATIONS IN AUDIT REPORTS

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made -

(a) by the Statutory auditor in his report; and

(b) by the Company Secretary in practice in his Secretarial audit report.

Not applicable as there are no qualifications in Statutory Auditors'' Report and in Secretarial Auditors'' report. COST AUDIT

Cost audit is not applicable to the Company from the Financial Year 2014-15 based on the amended Companies (Cost Audit & Record) Rules 2014 dated 31st December 2014 issued by the Ministry of Corporate Affairs, Govt. of India.

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

A. CONSERVATION OF ENERGY

(a) Energy conservation measures taken during 2015-16:

- Steps taken for reduction of Electrical energy consumption for various operations by reducing the running time of motors in specific areas of operations.

- Appropriate reduction of motor horse power was done after required study, which has helped in reducing the Electrical energy consumption and power cost.

(b) Additional proposals implemented for reduction of Consumption of energy:

- Replacement of the Sodium Vapor Lamps (SVL) outside the factory with Compact Fluorescent Lamps (CFL), wherever required, was carried out during the year.

- Steps taken in reducing heat loss in operations by reducing the travel length of pipes carrying hot oil, thereby reducing the fuel consumption.

(c) Impact of the above measures:

The measures taken above have helped in reducing electrical energy and Fuel cost and would continue to help in reducing the energy cost in the months to come.

B. TECHNOLOGY ABSORPTION

Research & Development (R & D)

(1) Specific areas in which R&D carried out by the Company

(a) Developed and obtained OEM approval for Drum Brake Lining for Heavy Commercial vehicle application.

(b) Developed and obtained OEM approval for Drum Brake Lining for Passenger vehicle application.

(c) Developed and obtained OEM approval for New grade Woven clutch facings.

(2) Benefits derived as a result of the above

(a) Continued recognition of in-house R&D by Department of Scientific and Industrial Research, Government of India valid up to 31.03.2018

(b) Reduction in Raw material costs through up-gradation in quality and yield improvement.

(3) Future plan of action

(a) Development of Disc pads and Drum brake linings for various new vehicle application for Domestic OEM & Export Market.

(b) Development of Driver Experience of Friction Conditions (DEFCON) project - Android based software for smart phone (Vehicle data acquisition system) development and collecting field data for understanding and improving our new and existing products.

(4) Expenditure on R&D

(Rs. in lakhs)

Sl. No.

Particulars

Financial Year

2015-16

2014-15

a

Capital

26.00

14.63

b

Recurring

567.91

616.82

c

Total

593.92

631.45

d

Total R & D expenses as % of total turnover

2.6 %

2.7%

C. Technology absorption, adaptation and innovation

1. Efforts in brief, made towards technology absorption, adaptation and innovation

a) Exposure to advance methodology for problem solving in product and process development.

b) Process optimization for Quality Improvement.

c) Product and Process improvement by reverse engineering the product.

2. Benefits derived as a result of the above efforts

a) Development of products for export and domestic markets

b) Quality up-gradation and optimal use of raw material leading to substantial savings.

c) The R&D efforts have resulted in development of better products, more new products and quality improvement of existing products for domestic and export markets.

D. FOREIGN EXCHANGE EARNINGS AND OUTFLOW (Rs. in lakhs)

Sl.

No.

Particulars

Financial Year

2015-16

2014-15

a

Foreign Exchange earned

11,226.16

10,791.95

b

Foreign Exchange used

3,004.35

3,024.23

c

Net Foreign Exchange earned (a-b)

8,221.81

7,767.72

DEPOSITS

Not applicable as the company has not accepted any deposits.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

During the year 2015-16, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

INTERNAL FINANCIAL CONTROLS

The Board and the Audit Committee have been reviewing the Internal Financial controls and strengthening the same. Further Audit Committee periodically reviews the Internal Audit Reports and suggestions and corrective actions are implemented.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, the Company has not given any loan (Secured or Unsecured) and had not given any guarantee or provided any security to any person.

RISK MANAGEMENT

The Risk Management policy adopted by the Board formalizes the Company''s approach to overview and manage material business risks.

All the risks associated with the business of the Company have been taken care of by taking adequate measures by the Company, which have been reviewed by the Audit committee and the Board in their meetings held from time to time.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

CSR is not applicable to the Company as the average net profits of the Company for the preceding three years is NIL as the Company has incurred losses.

REASON FOR NOT SPENDING FOR CSR

As the average net profits of the Company for the preceding three years is NIL and there have been losses, the Company has not spent on CSR during the FY 2015-16.

ANNUAL REPORT ON CSR

Annual Report on CSR in the prescribed format has been enclosed as Annexure IV.

RELATED PARTY TRANSACTIONS

All the related party transactions entered by the Company are normal business transactions entered in the ordinary course of business and are on arm''s length basis. The Company has been following a policy of getting omnibus approval for the Related Party Transactions (RPTs) from the Audit Committee.

The actual RPTs entered were approved by the Audit Committee and by the Board at the quarterly meetings during the Financial Year 2015-16. The policy on Related Party Transactions, as approved by the Board is uploaded on the Company''s website.

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in form AOC-2 are furnished as Annexure V.

JUSTIFICATION FOR ENTERING INTO RELATED PARTY TRANSACTIONS

The Company''s Related Party Transactions have been made to meet the requirements of operations and at an arm''s length basis and have been entered in the ordinary course of business.

BOARD EVALUATION

In terms of Section 134 (3) (p) of the Companies Act, 2013 and Regulation 4(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board reviewed and evaluated its own performance from the following perspectives:

(a) Company Performance;

(b) Risk management;

(c) Corporate Ethics;

(d) Performance of the Individual Directors; and

(e) Performance of the Committees, viz., Audit Committee, Nomination and Remuneration Committee (NRC) and Stakeholders'' Relationship Committee (SRC)

The Board upon evaluation considered that the board is well balanced in terms of diversity of experience covering all the activities of the Company.

The Board, after discussion and review, noted with satisfaction of its own performance and that of its committees and individual Directors.

RATIO OF REMUNERATION OF DIRECTOR

As per Section 197 (12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the details of Ratio of Remuneration to each Director to the median employee''s remuneration is furnished as Annexure VI.

PARTICULARS OF EMPLOYEES

The information on employee who was in receipt of remuneration of not less than Rs.60 lakhs during the year or Rs.5 lakhs per month during any part of the said year as required under Section 197 of the Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in the Annexure VII.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to National Stock Exchange, where the company''s shares are listed.

CORPORATE GOVERNANCE

Your company has taken adequate steps to adhere to all the conditions laid down in SEBI (Listing Obligations and Disclosure requirements) regulations, 2015 with respect to Corporate Governance. A report on Corporate Governance is included as a part of this annual report as Annexure VIII.

A Certificate from the Statutory Auditors of the Company confirming the compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure requirements) regulations, 2015 is forming part of this Annual report.

The Managing Director and the Chief Financial officer of the Company have certified to the Board, that the financial statements and other matters are in accordance with the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure requirements) regulations, 2015 pertaining to CEO/CFO certification for the financial year ended 31st March 2016.

ACKNOWLEDGEMENT

Your Directors wish to thank State Bank of India and Export-Import Bank of India for their continued support and assistance.

Your Directors also wish to thank all the Customers, the Wholesalers both in India and worldwide for their continued support.

Yours Directors wish to place on record their sincere appreciation for the good work of all the employees.

For and on behalf of the Board

Place: Chennai K MAHESH KRISHNA MAHESH

Date : May 24, 2016 Chairman Managing Director


Mar 31, 2014

Dear Members,

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

FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended 31.03.2014 31.03.2013

Revenue from Operations 24,661.64 23,166.84

Profit before interest, depreciation and tax 775.97 668.89

Less: Interest 292.66 299.81

Profit before depreciation and tax 483.31 369.08

Less: Depreciation 810.92 779.77

Profit before tax & exceptional items (327.61) (410.69)

Add: Exceptional item - Write-back of excess depreciation charged in earlier years reversed 339.71 --

Profit before tax 12.10 (410.69)

Less: Provision for taxation

- Current Tax (0.05) (0.25)

- Prior Period Tax (409.29) (45.86)

- Deferred Tax (Liability) / Asset (net) (124.40) 16.00

Profit after tax (521.64) (440.80)

Add: Surplus / (Deficit) brought forward 123.73 564.53

Transfer from General Reserve - II 400.00 –

Surplus carried over 2.09 123.73

In view of the operating loss incurred by the Company for the financial year 2013-14, Your Directors are constrained to skip Dividend for the year. Your Directors assure you that various steps are being taken for improving the performance of the Company.

OPERATIONS

As could be seen from the attached accounts, the net sales for the year were at Rs.246.62 crores as against Rs. 231.67 crores in the previous year.

Main Challenges faced in the year under review:

1. Continued sluggish demand in Domestic OE Market in Heavy, Medium Duty & Light Duty Commercial Vehicles.

2. Continued non-availability of Power during peak hours (6p.m to 10 p.m) forcing use of expensive third party power & running of diesel generators pushing the cost of power for operations impacting bottom line.

EXPORTS

Your company continued its thrust in the export market segment.

Your company continued its focus for meeting the expectations of overseas customers in terms of timely delivery & quality.

Net Foreign Exchange earned by Your Company in the year under review was Rs.82.10 crores as against Rs.59.23 crores in 2012-13.

Your Company continues to take steps for adding new customers in export market which will help mitigate the risk factors by eliminating reliance on a few customers.

RESEARCH & DEVELOPMENT

Your Company''s R&D Facility located in Padi enjoys the status of Recognised R&D unit by the Department of

Scientific & Industrial Research, Ministry of Science & Technology, Government of India, New Delhi.

Your Company continues to give thrust for development of new products viz Commercial Vehicle Linings/ Passenger Vehicle Linings & Pads & Clutch Facings both for new and existing customers .

Your company continues its efforts for implementing various initiatives for reduction in energy costs which constitute a significant portion next to Raw Material costs.

The total expenditure for R&D incurred in 2013-14 was Rs.7.89 crores as against Rs.5.38 crores in the previous year.

OUTLOOK FOR 2014-15

Due to continuation of sluggishness in Commercial Vehicles segment which is the main breadwinner for your company, the outlook for 2014-15 remains weak and with formation of stable Central government and expectations of new initiatives to turnaround the economy, we may witness the growth in the Auto Industry after about six months which may revive domestic demand.

PUBLIC DEPOSITS

Your Company does not hold any deposit from the Public.

DIRECTORS

Mr K Mahesh, Chairman & Managing Director submitted letter relinquishing his position for personal reasons, as Managing Director of the Company in the Board Meeting held on 26-05-2014. The Board with regret accepted his relinquishing the position as MD.

Mr K Mahesh, will continue in his capacity as Chairman of the Company and give his valuable guidance and advice to the company.

The Board wishes to place on record its deepest appreciation of dedicated efforts and leadership of Mr K Mahesh and immense contribution made by him as Managing Director since inception in building SBL from scratch to the current stature.

Mr Krishna Mahesh, Joint Managing Director has been designated by the Board as Managing Director of the Company effective 27-05-2014.

Mr T Kannan, Mr P S Raman, Mr Ashok V Chowgule, Mr K S Ranganathan and Mr K S D Sambasivam , Independent Directors on the Board of the Company who hold office up to this Annual General Meeting are proposed to be appointed as Independent Directors on the Board pursuant to Section 149(10) of the Companies Act, 2013.

Mr K Ramesh, Director, retires by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

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

The details regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 217 (1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure I which forms part of this report.

PARTICULARS UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

The particulars required to be disclosed under Section 217 (2A) of the Companies Act, 1956 in respect of particulars of employees drawing annual / monthly remuneration of Rs.60 lakhs / Rs.5 lakhs respectively are furnished in Annexure II of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

(b) that they 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 loss of the Company for that period;

(c) that they 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 frauds and other irregularities;

(d) that the appended annual accounts for the year ended 31st March 2014 are on a going concern basis.

CORPORATE SOCIAL RESPONSIBILTY COMMITTEE

As required under Section 135 of the Companies Act, 2013, the Board of Directors in its meeting held on 26-05-2014, has constituted Corporate Social Responsibility Committee consisting of Mr Ashok V Chowgule as Chairperson, Mr T Kannan and Mr K Mahesh as members.

The CSR Committee will evolve the CSR Policy of the Company and the same will be deliberated and approved by the Board in due course.

NOMINATION & REMUNERATION COMMITTEE

As required under Section 178 of the Companies Act, 2013, the Board of Directors in its meeting held on 26-05-2014 has constituted Nomination & Remuneration Committee consisting of Mr K S Ranganathan as Chairperson, Mr Ashok V Chowgule and Mr K S D Sambasivam as members.

The Nomination & Remuneration Committee will discharge its functions as per the requirements specified under the Section 178 of the Companies Act & amended Clause 49 of the Listing Agreement.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Board of Directors in its meeting held on 26-05-2014 has constituted a Stakeholders'' Relationship Committee consisting of Mr K S D Sambasivam as Chairperson, Mr K S Ranganathan and Mr Krishna Mahesh as members.

STATUTORY AUDITORS

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire at the Fortieth Annual General Meeting and are eligible for reappointment for a further transitional period of 3 years in accordance with Section 139(2) of the Companies Act, 2013.

M/s Sundaram & Srinivasan, Chartered Accountants hold valid peer review certificate issued by Peer Review Board of the Institute of Chartered Accountants of India, which is a mandatory requirement under Clause 41(1)(h) of the Listing Agreement with Stock Exchanges.

COST AUDITORS

The Cost Audit is applicable to certain product groups being manufactured by the Company. The Board of Directors in the meeting held on 26.05.2014 has reappointed M/S Raman & Associates as Cost Auditors for the Financial Year 2014-15.

SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013, the Board of Directors has in its meeting held on 26-05-2014 appointed Mr V Suresh, Practising Company Secretary holding certificate of practice number 6032 issued by Institute of Company Secretaries of India as Secretarial Auditor for the Financial year 2014-15.

In compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being conducted by Mr V Suresh, Practicing Company Secretary at specified periodicity and the reports are being submitted to stock exchanges.

CORPORATE GOVERNANCE

As a listed company, in accordance with the provisions contained in the Listing Agreement with Stock Exchanges, your company has continued compliance with Corporate Governance norms. A report on Corporate Governance along with a certificate of compliance from the Auditors in Annexure III forms part of this Report.

HUMAN RESOURCE DEVELOPMENT

The Industrial Relations in all the five plants of the Company continued to be cordial. As a part of HR initiatives,

Employees Training and Development are being given the necessary focus.

GENERAL

Your Directors wish to thank M/s State Bank of India, Export-Import Bank of India & HDFC Bank for their

continued support and assistance.

Your Directors also wish to thank all the Customers, the wholesalers both in India and worldwide for their continued support .

Your Directors wish to place on record their sincere appreciation for the good work of all the employees.

(On behalf of the Board)

Madurai K MAHESH

May 26, 2014 Chairman and Managing Director


Mar 31, 2013

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

FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended 31.03.2013 31.03.2012

Revenue from Operations 23,218.22 25,570.82

Profit before interest, depreciation and tax 668.89 2,264.44

Less: Interest 299.81 386.39

Profit before depreciation and tax 369.08 1,878.05

Less: Depreciation 779.77 762.50

Profit before tax & extraordinary items (410.69) 1,115.55

Add: Extraordinary income - Compensation received for short supply of power (168.77)

Less: Extraordinary item - Amount paid to a bank 1,400.00

Profit before tax (410.69) (115.68)

Less: Provision for taxation

- Current Tax (0.25) (0.25)

- Prior Period Tax (45.86)

- Deferred Tax Asset (net) 16.00 172.39

Profit after tax (440.80) 56.46

Add: Surplus/(Deficit) brought forward 564.53 650.91

Total available for appropriation 123.73 707.37

APPROPRIATIONS

General Reserve - I 5.65

General Reserve - II

Dividend for the year 118.04

Tax on Dividend 19.15

Surplus carried over 123.73 564.53

Total 123.73 707.37

In view of the operating loss incurred by the Company for the financial year 2012-13, Your Directors are constrained to skip Dividend for the year. Your Directors assure you that various steps are being taken for improving the performance of the Company.

OPERATIONS

As could be seen from the attached accounts, the net sales for the year were lower at Rs 232.52 crores as against Rs. 255.71 crores in the previous year.

Main Challenges faced in the year under review:

1. The domestic market witnessed the decrease in the sales due to significant declines in vehicle sales especially in Heavy and Medium Commercial Vehicles Segment. Consequently the domestic turnover in 2012-13 was Rs.142.97 crores as compared to Rs.169.88 crores in 2011-12. Significant economic difficulty in Europe limited export growth potential to these markets

2. The limited flexibility of existing plant and machinery means that the 16% fall in Domestic turnover due to OE slowdown had a disproportionate effect on margins due to under recovery of Fixed Overheads.

3. The increase in spend for Power & Fuel was significantly higher @ 15.9% in 2012-13 when compared to 12.4% in 2011-12. This continued increase was caused by escalating scheduled & unscheduled interruptions in power supply, increase in power tariff, and increased diesel prices.

EXPORTS

Your company continued its thrust in the export market segment.

Performance in Export front was encouraging with the export sales at Rs.87.42 crores in 2012-13 as against 83.66 crores in the previous year. During the year , commercial supplies of Commercial Vehicles linings was commenced to a reputed customer based in USA. The sales on account of this customer is expected to grow in the years to come.

Net Foreign Exchange earned by Your Company in the year under review was Rs.59.23 crores as against Rs.55.39 crores in 2011-12.

Your Company continues to take steps for adding new customers in export market which will help mitigate the risk factors by eliminating reliance on a few customers.

RESEARCH & DEVELOPMENT

Your Company''s R&D centre located in Padi enjoys the status of Recognised R&D unit by the Department of Scientific & Industrial Research , Ministry of Science & Technology ,Government of India , New Delhi.

As a part of the strategy for growth in the years to come, Your Company continues to give thrust for development of new products viz Commercial Vehicle Linings/ Passenger Vehicle Linings & Pads & Clutch Facings.

Significant efforts have been made to increase both power & fuel efficiency and production flexibility and the fruits of these efforts should become apparent in the next two years

The total expenditure for R&D incurred in 2012-13 was significantly higher at Rs.5.38 crores as against Rs.3.50 crores in the previous year.

OUTLOOK FOR 2013-14

Your Directors are cautiously optimistic about the outlook for 2013-14. With inflation showing signs of cooling and expectation of interest rates softening , the Automobile sector especially, commercial vehicles segment may perform better which may in turn contribute for better performance of Your Company. The reopening of mines and the Governmental support for increased bus purchases are also expected to contribute to this performance.

PUBLIC DEPOSITS

Your Company does not hold any deposit from the Public.

DIRECTORS

th The Board of Directors of the Company, has at the meeting held on 6 February 2013, appointed Mr Krishna

th Mahesh as the Joint Managing Director of the Company with effect from 6 February 2013 for a term of three

th years. His appointment is subject to approval by shareholders at 39 Annual General Meeting of the Company.

Mr K Ramesh, Mr T Kannan, Mr K S D Sambasivam, Directors, retire by rotation at this Annual General Meeting and, being eligible, offer themselves for reappointment.

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

The details regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 217 (1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure I which forms part of this report.

PARTICULARS UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956

None of the employees was in receipt of annual / monthly remuneration of Rs. 60 lakhs / Rs. 5 lakhs respectively, during the year and hence the particulars required to be disclosed under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

(b) that they 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 loss of the Company for that period;

(c) that they 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 frauds and other irregularities;

st

(d) that the appended annual accounts for the year ended 31 March 2013 are on a going concern basis.

STATUTORY AUDITORS

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire at the Thirty Ninth Annual General Meeting and are eligible for reappointment.

M/s Sundaram & Srinivasan, Chartered Accountants hold valid peer review certificate issued by Peer Review Board of the Institute of Chartered Accountants of India, which is a mandatory requirement under Clause 41(1)(h) of the Listing Agreement with Stock Exchanges.

COST AUDITORS

The Cost Audit is applicable to certain product groups being manufactured by the Company. M/s Raman & Associates, Cost Accountants were appointed as Cost Auditors for the Financial Year 2012-13. The Board of Directors in the meeting held on 29.05.2013 have reappointed M/s Raman & Associates as Cost Auditors for the Financial Year 2013-14.

SECRETARIAL AUDIT

In compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being conducted by a practicing company secretary at specified periodicity and the reports are being submitted to stock exchanges.

CORPORATE GOVERNANCE

As a listed company, in accordance with the provisions contained in the Listing Agreement with Stock Exchanges, your company has continued compliance with Corporate Governance norms. A report on Corporate Governance along with a certificate of compliance from the Auditors in Annexure II forms part of this Report.

HUMAN RESOURCE DEVELOPMENT

The Industrial Relations in all the five plants of the Company continued to be cordial. As a part of HR initiatives, Employees Training and Development are being given the necessary focus.

GENERAL

Your Directors wish to thank M/s State Bank of India, Export-Import Bank of India & HDFC Bank for their continued support and assistance.

Your Directors also wish to thank all the Customers, the wholesalers both in India and worldwide for their continued support.

Your Directors wish to place on record their sincere appreciation for the good work of all the employees.

(On behalf of the Board)

CHENNAI KRISHNA MAHESH

May 29, 2013 Joint Managing Director


Mar 31, 2012

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

FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended 31.03.2012 31.03.2011

Revenue from Operations 25,570.82 23,751.50

Profit before interest, depreciation and tax 2,264.44 2,431.27

Less: Interest 386.39 270.59

Profit before depreciation and tax 1,885.33 2,160.68

Less: Depreciation 762.50 632.57

Profit before tax & extraordinary items 1,115.55 1,528.11

Add: Extraordinary income - Compensation received under a settlement from a supplier (168.77) -

Less: Extraordinary item-Amount paid to a bank 1,400.00 700.00

Profit before tax (115.68) 828.11

Less: Provision for taxation

- Current Tax (0.25) (178.00)

- Deferred Tax Liability (net) - (20.00)

- Deferred Tax Asset (net) 172.39 -

Profit after tax 56.46 630.11

Add: Surplus/(Deficit) brought forward 650.91 666.72

Total available for appropriation 707.37 1,296.83

APPROPRIATIONS

General Reserve - I 5.65 63.01

General Reserve - II - 400.00

Dividend for the year 118.04 157.38

Tax on Dividend 19.15 25.53

Surplus carried over 564.54 650.91

Total 707.37 1,296.83

It may be noted that in view of the charge of the final amount of extraordinary expenditure to the Statement of Profit & Loss, the profit for the year is Rs. 56.46 lacs. However, Your Directors recommend a dividend of Rs. 3/- per share (30%) for the year 2011-12 out of the balance available in Surplus. Accordingly the dividend of Rs. 3/- per share for 39,34,575 equity shares of Rs.10 each fully paid up, (as compared to a dividend of Rs. 4/- per share for the previous year) will absorb a sum of Rs. 118.04 lacs excluding a dividend distribution tax of Rs. 19.15 lacs together with cess & surcharge thereon payable by the Company.

FINANCIAL STATEMENTS AS PER REVISED SCHEDULE VI

The Financial Statements and Accounts for 2011-12 have been prepared and presented as per the revised Schedule VI to the Companies Act, 1956 stipulated by Ministry of Corporate Affairs and the figures relating to the previous Financial Year 2010-11 have been restated to conform to the amended Schedule VI requirements.

OPERATIONS

As could be seen from the attached accounts, the net sales for the year were higher at Rs. 255.71 crores as against Rs. 237.52 crores in the previous year. The domestic market witnessed the increase in the sales due to better off-take in commercial vehicle sector. Consequently the domestic turnover in 2011-12 was Rs. 169.88 crores as compared to Rs. 154.47 crores in 2010-11. There was marginal increase in exports, to Rs. 83.66 crores in 2011-12 against Rs. 81.26 crores in 2010-11.

EXPORTS

Your company continued its thrust in the export market segment. Your Company could achieve a growth of 3% in export turnover as compared to the export turnover of the previous year. Your Company continues to take steps for adding new customers in export market which will help mitigate the risk factors by eliminating reliance on a few customers.

R&D RECOGNITION

Your Company's R&D Centre located in Padi, Chennai, continues to enjoy the status of Recognised R&D Unit by Department of Scientific & Industrial Research, Ministry of Science & Technology, Government of India, New Delhi and the recognition is valid till 31-03-2015.

EXTRA-ORDINARY EXPENDITURE

As reported in earlier publications and Annual Accounts, the Company had entered into the arrangements for settlement of disputes arising out of certain derivative transactions entered into on behalf of the Company with some banks. The settlements were subject to fulfilment of payment obligations arising on the Company for specified years which have now been fully met by the Company. With the discharge of all obligations in accordance with the settlement agreement, there is no further liability on this account. As per the practice followed in the past, the final amounts amounting to Rs.14 crores has been included in Extra-ordinary Expenditure .

With Your valuable support, Your Company has fully come out of the extraordinary crisis that had arisen in 2006-07 on account of Unauthorized derivative transactions and can now look forward to better times ahead.

PUBLIC DEPOSITS

Your Company does not hold any deposit from the Public.

DIRECTORS

Mr P S Raman, Mr Ashok V Chowgule and Mr K S Ranganathan, Directors, retire by rotation at this Annual General Meeting and, being eligible, offer themselves for reappointment.

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

The details regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 217 (1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure I which forms part of this report.

PARTICULARS UNDER SEC 217 ( 2A ) OF THE COMPANIES ACT, 1956

None of the employees was in receipt of annual / monthly remuneration of Rs. 60 lacs / Rs. 5 lacs respectively, during the year and hence the particulars required to be disclosed under the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

(b) that they 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 that period;

(c) that they 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 frauds and other irregularities;

(d) that the appended annual accounts for the year ended 31st March 2012 are on a going concern basis.

STATUTORY AUDITORS

The Auditors, M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, retire at the Thirty Eighth Annual General Meeting and are eligible for reappointment.

M/s Sundaram & Srinivasan, Chartered Accountants hold valid peer review certificate issued by Peer Review Board of the Institute of Chartered Accountants of India, which is a mandatory requirement under Clause 41(1)(h) of the Listing Agreement with Stock Exchanges.

COST AUDITORS

Pursuant to the notification dated 24-01-2012 of Cost Audit Branch of Ministry of Corporate Affairs , stipulating auditing of Cost Accounting Records by a Cost Accountant or a firm of Cost Accountants as mandatory from 1st April 2012, the Board of Directors in their meeting held on 23-05-2012, have appointed M/S Raman& Associates, Cost Accountants as Cost Auditors for the Financial Year 2012-13. The Cost Audit is applicable to certain product groups being manufactured by the Company.

SECRETARIAL AUDIT

In compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being conducted by a practicing company secretary at specified periodicity and the reports are being submitted to stock exchanges.

CORPORATE GOVERNANCE

As a listed company, in accordance with the provisions contained in the Listing Agreement with Stock Exchanges, Your Company has continued compliance with Corporate Governance norms. A report on Corporate Governance along with a certificate of compliance from the Auditors in Annexure II forms part of this Report.

HUMAN RESOURCE DEVELOPMENT

The Industrial Relations in all the five plants of the Company continued to be cordial. As a part of HR initiatives, Employees Training and Development are being given the necessary focus.

GENERAL

Your Directors wish to thank M/s State Bank of India, Export-Import Bank of India & HDFC Bank for their continued support and assistance.

Your Directors also wish to thank all the wholesalers both in India and worldwide for the significant support given by them.

Your Directors wish to place on record their sincere appreciation for the good work of all the employees.



(On behalf of the Board)

Chennai K MAHESH

May 23, 2012 Chairman & Managing Director


Mar 31, 2011

The Directors have pleasure in presenting the Thirty Seventh Annual Report of the Company together with the audited accounts for the year ended 31st March 2011.

FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended

31.03.2011 31.03.2010

Net Sales 23,572.65 19,933.16

Profit before interest, depreciation and tax 2,431.27 2,336.08

Less: Interest 270.59 219.44

Profit before depreciation and tax 2,160.68 2,116.64

Less: Depreciation 632.57 593.52

Profit before tax & extraordinary items 1,528.11 1,523.12

Less: Extraordinary item - Amount paid to a bank 700.00 756.00

Profit before tax 828.11 767.12

Less: Provision for taxation

-Current Tax 178.00 117.00

-Deferred Tax 20.00 33.00

Profit after tax 630.11 617.12

Add: SurplusADeficit) brought forward 666.72 695.44

Total available for appropriation 1,296.83 1,312.56

APPROPRIATIONS

General Reserve -I 63.01 61.71

General Reserve - II 400.00 400.00

Dividend for the year 157.38 157.38

Tax on Dividend 25.53 26.75

Surplus carried over 650.91 666.72

Total 1,296.83 1,312.56

DIVIDEND

Your Directors recommend a dividend of Rs 4/-per share ( 40%) for the year 201 0-11. Accordingly the dividend of Rs. 4/-per share for 39,34,575 equity shares of Rs1 0 each fully paid up, (as compared to a dividend of Rs. 4 per share for the previous year) will absorb a sum of Rs. 157.38 lakhs excluding a dividend distribution tax of Rs. 25.53 lakhs together with cess & surcharge thereon payable by the Company.

OPERATIONS

As could be seen from the attached accounts, the net sales for the year were higher at Rs. 235.73 crores as against Rs.1 99.33 crores in the previous year. The domestic market witnessed the increase in the sales due to better off-take in commercial vehicle sector. Consequently the domestic turnover in 201 0-11 was Rs. 154.47 crores as compared to Rs. 124.27 crores in 2009-1 0. There was increase in exports, as well, to Rs. 81.26 crores in 2010-11 against Rs. 75.06 crores in 2009^10.

EXPORTS

Your company continued its thrust in the export market segment. Your Company could achieve a growth of 8.3 % in export turnover as compared to the export turnover of the previous year. Your Company continues to take steps for adding new customers in the export market which will help mitigate the risk factors by eliminating reliance on a few customers.

EXPANSION AND CREATION OF ADDITIONAL CAPACITY

There has been a growing demand for Brake Linings for Heavy Commercial Vehicles from Overseas Market and with a view to cater to the demand, Your Company created additional capacity by setting up a new Plant in SEZ, Mahindra World City, Chengalpet, Kanchipuram District which commenced commercial production on 19-01-2011.

IMPORTANT MILE STONE ACHIEVED IN 2010-11

Your Directors are happy to report that your Company has achieved an important milestone by converting the last of the five manufacturing units into ASBESTOS-FREE from the commencement of the financial year 2011 -1 2.( that is effective 1st April 2011).

By going 1 00% ASBESTOS-FREE , Your Company has accomplished its long cherished objective of elimination of use of Asbestos and fulfilled its Corporate Social Responsibility.

The Board of Directors wish to place on record their appreciation of the efforts taken by all the employees of the Company for achieving this goal and also wish to convey their sincere thanks to all the customers for their valuable cooperation for making this feat possible.

EXTRA-ORDINARY EXPENDITURE

As reported in earlier publications and Annual Reports, there were disputes arising out of certain derivative transactions entered into on behalf of the Company with some banks and the disputes relating to such transactions with all banks have been settled. The Company does not foresee any problem in complying with the terms of such settlements. The net liability arising during the year and the amount paid by the Company against the same has been shown as Extra-ordinary expenditure.

PUBLIC DEPOSITS

Your Company has only one (1) deposit for a total value of Rs.0.06 lac which was not claimed by the depositor.

DIRECTORS

Mr. K.Ramesh and Mr T.Kannan , Directors, retire by rotation at this Annual General Meeting and, being eligible, offer themselves for reappointment.

Mr. K.S.D.Sambasivam , was appointed as an additional Director by the Board of Directors in their meeting held on 27th October 201 0. He holds office till the conclusion of 37th Annual General Meeting. The Company has received a notice from a shareholder proposing appointment of Mr. K S D.Sambasivam as a Director and the same will be considered in the 37th Annual General Meeting of the Company.

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

The details regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 21 7 (1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1 988, are given in Annexure I which forms part of this report.

PARTICULARS UNDER SEC 217 ( 2A ) OF THE COMPANIES ACT, 1956

None of the employees was in receipt of annual / monthly remuneration of Rs. 60 lakhs / Rs. 5 lakhs, respectively, during the year and hence the particulars required to be disclosed under the provisions of Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 are not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 21 7 (2AA) of the Companies Act, 1 956, your Directors confirm:

(a) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

(b) that they 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 that period;

(c) that they 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 frauds and other irregularities;

(d) that the appended annual accounts for the year ended 31st March 2011 are on a going concern basis.

AUDITORS

The Auditors, M/sSundaram & Srinivasan, Chartered Accountants, Chennai, retire at the Thirty Seventh Annual General Meeting and are eligible for reappointment.

M/s Sundaram & Srinivasan, Chartered Accountants hold valid peer review certificate issued by Peer Review Board of the Institute of Chartered Accountants of India, which is a mandatory requirement under Clause 41 (1 )(h) of the Listing Agreement with Stock Exchanges.

HUMAN RESOURCE DEVELOPMENT

The Industrial Relations in all the five plants of the Company continued to be cordial. As a part of HR initiatives, Employees Training and Development are being given the necessary focus.

CORPORATE GOVERNANCE

Asa listed company, in accordance with the provisions contained in the Listing Agreement with Stock Exchanges, your company has continued compliance with Corporate Governance norms. A report on Corporate Governance along with a certificate of compliance from the Auditors in Annexure II forms part of this Report.

SECRETARIAL AUDIT

In compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being conducted by a practicing company secretary at specified periodicity and the reports are being submitted to stock exchanges.

GENERAL

Your Directors wish to thank M/s State Bank of India, HDFC Bank & Export-Import Bank of India for their continued support and assistance.

Your Directors also wish to thank all the wholesalers both in India and worldwide for the significant support given by them.

Your Directors wish to place on record their sincere appreciation for the good work of all the employees.

(On behalf of the Board)

Kodaikanal K MAHESH

May 09, 2011 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the Thirty Sixth Annual Report of the Company together with the audited accounts for the year ended 31st March 2010.

FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended 31.03.2010 31.03.2009

NET SALES 19,933.16 17,133.79

Profit before interest, depreciation and tax 2,336.08 1,842.76

Less: Interest 219.44 235.43

Profit before depreciation and tax 2,116.64 1,607.33

Less: Depreciation 593.52 581.97

Profit before tax & extraordinary items 1,523.12 1,025.36

Less: Extraordinary item - Amount paid to various banks 756.00 667.05

Profit before tax 767.12 358.31

Less: Provision for taxation

-Current Tax 117.00 171.00

- Previous Years Tax - (233.00)

- Deferred Tax 33.00 (48.00)

- Fringe Benefit Tax - 17.00

Profit after tax 617.12 451.31

Add: Surplus/fDeficit) brought forward 695.44 416.25

Total available for appropriation 1,312.56 867.56 APPROPRIATIONS

General Reserve-I 61.71 45.13 General Reserve-II 400.00 -

Interim Dividend 157.38 108.54

Tax on Dividend 26.75 18.45

Surplus carried over 666.72 695.44

Total 1,312.56 867.56

PAID UP CAPITAL

As reported last year, during the financial year 2009-10, the Company issued 12,21,075 Equity shares on Rights Basis to the existing Shareholders of the Company at a price of Rs. 122/- per share (including a premium of Rs. 112/- per share) in the ratio of 9 Equity Shares of Rs. 10/- each for every 20 Equity Shares of Rs. 10/- each held in the Company on the Record Date. The issue was oversubscribed and the Directors express their gratitude to the Shareholders for their response to the Rights Issue. Upon allotment of new shares, the paid up capital of the Company increased from Rs. 2,71,35,000/= to Rs. 3,93,45,750/=. A sum of Rs. 13,67,60,400/= was received towards premium.

DIVIDEND

Your Directors consider that the interim dividend of Rs 4 per share (40%) for the year 2009-10 declared by the Board in their meeting held on 25th February 2010 and paid on 12th March 2010, would be reasonable and commensurate with the performance for the year 2009-10. Accordingly the interim dividend is considered as final dividend. The interim dividend of Rs. 4/- per share (as compared to a dividend of Rs. 4 per share on the pre- Rights Issue Capital for the previous year) has absorbed a sum of Rs. 157.38 lacs excluding a dividend distribution tax of Rs. 26.75 lakhs together with cess & surcharge thereon payable by the Company.

OPERATIONS

As could be seen from the attached accounts, the net sales for the year were higher at Rs. 199.33 crores as against Rs.171.34 crores in the previous year. The domestic market witnessed the increase in the sales due to better off-take in commercial vehicle sector. Consequently the domestic turnover in 2009-10 was Rs. 124.27 crores as compared to Rs. 104.84 crores in 2008-09. There was increase in exports as well to Rs. 75.06 crores in 2009-10 against Rs. 66.50 crores in 2008-09.

EXPORTS

Your company continued its thrust in the export market segment. Your Company could achieve a growth of 12.9 % in export turnover as compared to the export turnover of the previous year. Your Company continues to take steps for adding new customers in export market which will help mitigate the risk factors by eliminating reliance on a few customers.

EXPANSION AND CREATION OF ADDITIONAL CAPACITY

There has been a growing demand for Brake Linings for Heavy Duty Commercial Vehicles from Overseas Market and with a view to cater to the demand, Your Company has decided to create additional capacity. A New Plant is being set up in SEZ, Mahindra World City, Chengalpet, Kanchipuram District at a total estimated cost of Rs. 17.50 crores which is expected to go into commercial production in the Quarter III of the current financial year 2010-11. The cost of the said Plant shall be financed partly from loan sanctioned by Export-Import Bank of India and partly from internal resources.

EXTRA-ORDINARY EXPENDITURE

As reported in earlier publications and Annual Reports, there were disputes arising out of certain derivative transactions entered into on behalf of the Company with some banks and the disputes relating to such transactions with all banks have been settled. The Company does not foresee any problem in complying with the terms of such settlements. The net liability arising during the year and the amount paid by the Company against the same has been shown as Extra-ordinary expenditure.

PUBLIC DEPOSITS

Your Company has only one (1) deposit for a total value of Rs. 0.06 lac which was not claimed by the depositor.

DIRECTORS

Mr. P.S. Raman and Mr. Ashok V. Chowgule, Directors, retire by rotation at this Annual General Meeting and, being eligible, offer themselves for reappointment.

Mr. K.S. Ranganathan was appointed as an additional Director by the Board of Directors in their meeting held on 29th October 2009. He holds office till the conclusion of 36" Annual General Meeting. The Company has received notice from a shareholder proposing appointment of Mr. K.S. Ranganathan as a Director and the same will be considered in the 36th Annual General Meeting of the Company.

The Board of Directors in their meeting held on 24th May 2010, has appointed Mr. S. Pattappa, as an Alternate Director to Mr. K.S. Ranganathan, who has proceeded abroad for a considerable period.

Mr. K. Mahesh, Chairman & Managing Director whose current tenure as Managing Director ends on 20-09-2010, has been reappointed by the Board of Directors in their meeting held on 24th May 2010 as Managing Director for a further period of five years effective 21-09-2010. His reappointment is listed for the Shareholders approval in the 36th Annual General Meeting.

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

The details regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 21 7 (1) (e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure I which forms part of this report.

PARTICULARS UNDER SEC 217 (2A) OF THE COMPANIES ACT, 1956

The particulars required to be disclosed under the provisions of Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 are furnished in Annexure II forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 21 7 (2AA) of the Companies Act, 1956, your Directors confirm:

(a) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed

(b) that they 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 that period

(c) that they 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 frauds and other irregularities

(d) that the appended annual accounts for the year ended 31st March 2010 are on a going concern basis.

AUDITORS

The Auditors, M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, retire at the Thirty Sixth Annual General Meeting and are eligible for reappointment.

M/s. Sundaram & Srinivasan, Chartered Accountants hold valid peer review certificate issued by Peer Review Board of the Institute of Chartered Accountants of India, which is a mandatory requirement under Clause 41 (1 )(h) of the Listing Agreement with Stock Exchanges.

HUMAN RESOURCE DEVELOPMENT

The Industrial Relations in all the four plants of the Company continue to be cordial. As a part of HR initiatives, Employees Training and Development are being given the necessary focus.

CORPORATE GOVERNANCE

As a listed company, in accordance with the provisions contained in the Listing Agreement with Stock Exchanges, your company has continued compliance with Corporate Governance norms. A report on Corporate Governance along with a certificate of compliance from the Auditors in Annexure III forms part of this Report.

SECRETARIAL AUDIT

In compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being conducted by a practising company secretary at specified periodicity and the reports are being submitted to stock exchanges.

GENERAL

Your Directors wish to thank M/s State Bank of lndia,HDFC Bank & Export-Import Bank of India for their continued support and assistance.

Your Directors also wish to thank all the wholesalers both in India and worldwide for the significant support given by them.

Your Directors wish to place on record their sincere appreciation for the good work of all the employees.

(On behalf of the Board)

Kodaikanal K MAHESH

May 24, 2010 Chairman & Managing Director

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