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Directors Report of ZF Steering Gear (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 35th Annual Report and the Company's Financial Statement for the financial year ended March 31,2015.

Financial Results (Rs. in Million)

2014-2015 2013-14

Sales (net) and other Income 3395.6 2984.3

Profit before depreciation and tax 662.1 659.1

Depreciation 234.4 210.4

Provision for tax 72.0 307.6

Net Profit 355.6 141.0

Balance Brought Forward from

Previous year 18.8 22.1

Amount available for appropriation 374.4 163.1

APPROPRIATIONS

General Reserve 240.4 70.0

Proposed Dividend and Tax thereon 109.2 74.3

Contribution to Prime Minister National

Relief Fund 10.8 -

Balance Carried Forward 14.0 18.8

374.4 163.1

Dividend

Your Directors are pleased to recommend a dividend of Rs. 10 per share for the financial year ended March 31,2015.

Management Discussion and Analysis

While the global recovery was still slow and witnessing divergent trends, Indian Economy grew at 7.3% in the Financial Year (FY) 2014-15, against 6.9% in 2013-14 (Source: Indian Statistical Office (CSO) of India data). The major contributor was the manufacturing sector which registered 7.1% growth for the year. The Government has initiated a slew of steps to take the economy forward.

Industry structure and developments

As per the vehicle sales data published by the apex industry body - SIAM (Society of Indian Automobile Manufacturers) for the FY 2014-15, all vehicle categories, other than Commercial Vehicles, were in positive territory. Riding on the back of a gradual uplift in market sentiment, excise duty cuts continuing through to December 2014 and the opening up of the mining and infrastructure sectors, the Indian Automobile Industry registered a growth of 8.3% in FY 2014-15. While, the Medium and Heavy Commercial Vehicles clocked 17% growth in sales after two years of down cycle, the Light Commercial Vehicles declined by 10%. Therefore, the overall Commercial Vehicles segment registered nominal de-growth of 1.3% for the year.

Your Company supplies its Mechanical Steering Gears mainly to the Tractor industry. After seeing robust performance in earlier years, the Tractor industry witnessed contraction in volume by 13% in FY 2014-15, due to host of unfavourable factors which include delayed and deficient monsoon, decline in Kharif output, softening commodity prices and farm losses due to extensive crop damages due to unseasonal rainfall and hail storms in several key Rabi cropping states. This affected adversely the sales-numbers of Mechanical Steering Gears of the Company.

Review of Operations and the State of Company's Affairs Operations and Financial Performance of the Company Auto Components

Comparative quantitative figures of Sales are as under:

(numbers)

Type 2014-15 2013-14 Growth

Power Steering 206,107 165,456 25 %

Mechanical Steering 136,717 185,676 -26 %

Sales, in value terms, was up by 13.7 %.

Renewable Energy-

Solar Energy

Your Company's 5 MW Solar Power Project at Gujarat Solar Park, Charnka Village, District Patan (Kutch) Gujarat generated 8.55 million Units of Electricity with sales-revenue of Rs. 95.6 million in the FY 2014-15. The entire electricity is purchased by Gujarat Urja Vikas Nigam Limited (GUVNL), a Government of Gujarat Company.

Wind Energy

Seven Wind Turbine Machines, owned and operated by the Company, located in districts of Satara and Ahmednagar, having aggregate capacity of 6.7 MW, generated a total of 6.17 million units in the FY 2014-15. All the units generated were used as captive consumption, which accounted for approximately 54.5% of the energy-consumption of the Company's factory at Village Vadu Budruk.

Other Income

During the financial year, Income received on financial- investments, held by the Company, was Rs. 60.95 million, marginally higher compared to Rs. 59.60 million for the FY 2013- 14.

Finance

Finance cost was Rs. 8.52 million against Rs. 6.9 million. During the year, the Company was sanctioned an Overdraft facility of Rs. 200 million, against security of financial investments. There was no other fresh borrowing by the Company.

Investments

Total Investments increased by Rs. 379 million, from Rs. 994.5 million at March 31, 2014 to Rs. 1373.5 million at March 31, 2015, primarily due to increase in investment in the capital of the Joint Venture Company.

Credit Rating

ICRA, the Credit Rating Agency, has reaffirmed the A and A1 rating for long and short term borrowing of the Company.

Profitability

Net Profit for the year jumped impressively from Rs. 141 million to Rs. 355.6 million. Earnings Per Share is Rs. 39.20 for the year ended March 31,2015.

Outlook, Opportunities and Threat

The global economic climate continues to be volatile, uncertain and prone to geo-political risks. The marked slowdown in global markets is expected to continue in 2015. In this global backdrop, India is expected to perform better, aided by improving macroeconomic fundamentals. However, execution of the reform agenda and kick starting the investment cycle will be key determinants of India's economic performance. Indian Meteorological Department (IMD) has predicted a second consecutive year of weak rainfall. 'Deficient' monsoon has been indicated. This may hit badly the plans to revive/ boost the economy. A weak monsoon - leading to high inflation and low growth - would be the biggest challenge.

There has been sharp recovery in Medium and Heavy Commercial Vehicle sales post October 2014. In Credit Rating Agency - ICRA's view, this segment is likely to register a growth of 12 to 14% in FY 2016, driven by expectations of pick-up in demand from infrastructure, mining and industrial sectors in view of various reforms, including 'Make in India' and 'Smart City', being initiated by the Government. In contrast, the Light Commercial vehicle segment continues to struggle and expected to grow at a modest pace of 4 to 6%. The Indian Commercial Vehicle Industry is witnessing sizeable investments by Original Equipment Manufacturers (OEMs) towards upgrading their product portfolio, introducing new models and expanding manufacturing capacities.

Sustained economic growth of Indian economy continues to drive power demand in India. The Government of India's focus to attain 'Power For All' has accelerated capacity addition in the country. Solar as well as Wind energy market are expected to grow at a rapid pace.

'Robert Bosch Automotive Steering GmbH'.

During the year, there was a change in the Shareholding/ Ownership pattern of 'ZF Lenksysteme, GmbH' (ZFLS), the foreign-promoter of your Company. Previously, entire share- capital of ZFLS was held between ZF Friedrichshafen AG and Robert Bosch GmbH in the ratio of 50:50. In January 2015, Robert Bosch GmbH agreed to buy the shares held by ZF Friedrichshafen AG in ZFLS and became 100% owner of ZFLS. Consequent upon this change, name of ZFLS has been changed to 'Robert Bosch Automotive Steering GmbH'.

Subsidiaries, Associates and Joint Ventures

The Company does not have any subsidiary.

Joint Venture (JV)

'ZF Lenksysteme India Private Limited' (now 'Robert Bosch Automotive Steering Private Limited') (Joint Venture with ZF Lenksysteme GmbH, Germany) (hereinafter 'the JV Company')

With change in the name of its Holding Company ('Robert Bosch Automotive Steering GmbH'), the JV Company, too decided to change its name to 'Robert Bosch Automotive Steering Private Limited'.

After the incorporation in the year 2007, the JV Company had set up, in April 2012, an assembly and manufacture of Steering Gears for Commercial Vehicles. Subsequently, in FY 2013-14, the JV Company set-up a state of the art assembly-line for manufacture of Electric Power Steering Systems (EPS) for Passenger Cars, wherein series production has started and regular supplies are made for Tata Motors Passenger Cars. Recently, an assembly-line has been added for manufacture of EPS for Ford Motors. All the above facilities are situated at Village Phulgaon, Alandi-Markal Road, Dist. Pune.

Additional capital, by way of Rights issues, has been raised by the JV Company. Consequently, the paid-up share-capital of the JV Company presently stands at Rs. 3,565 million and your Company holds 26% of the total paid up share-capital of the JV Company, as per the contractual and regulatory obligations. Total investment of the Company in the JV Company as of date stands at Rs. 926.9 million. The Company, as per its obligations, continues to support the JV Company and has invested the additional equity capital in the JV Company. The JV Company plans to further raise additional capital, by way of Rights issue, in the current financial year.

The JV Company has reported a turnover of Rs. 889 million and incurred a loss of Rs. 573 million for Financial Year 2014-15. The major contributor to the sales-revenue is EPS for passenger- cars.

A statement, pursuant to Section 129(3) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, containing the salient features of the financial statement of the JV Company is appended with the financial statement.

Expansion and Capital Expenditure

Steering Gear Systems

The Company is in a process of gradually enhancing its installed capacity of Steering Gears and modernize its plant at Vadu Budruk, mainly from internal accruals.

Renewable Energy

The Company is exploring the avenues of further investments in this sector by way of new project/ expanding capacity to the existing project.

Internal Control System and its Adequacy

The Internal Control Systems of the Company, comprising internal audit department and independent internal auditor, are responsible for the financial reporting, assets, adherence to management policies and to conduct audit, so as to ensure ethical conduct and compliance with set procedures within the organization.The Company has independent Internal Auditors for conducting internal audits of the financial reporting and operations of the Company. The Company's existing system of internal controls is commensurate with its size and nature of business. The Company's internal control ensures reliable financial reporting, better utilization of the Company's resources,and effectiveness of operations, compliance with the legal obligations and the Company policiesand procedures.

The Company's Audit Committee also regularly reviews the financial management reports and data, and interacts with the External and Internal Auditors for ascertaining the adequacy of internal controls.

Human Resources/ Industrial Relations

The industrial relations remained cordial during the year. As at end of March 31, 2015, the Company had 576 permanent employees on its roll.

Cautionary statement

The above 'Management Discussion and Analysis Report' is a forward looking Statement based on the Company's projections, estimates and perceptions. These statements reflect the Company's current views with respect to the future events and are subject to risks and uncertainties. Actual results may vary materially from those projected here.

Conservation of Energy, Research and Development, Technology Absorption and Innovation, Foreign Exchange Earnings and Outgo:

The details as required under the Companies (Accounts) Rules, 2014 are given in Annexure I to this Report.

Directors and Key Managerial Personnel

Mr. Carl Magnus Backlund resigned as Director of the Company with effect from January 1, 2015. Consequently, Mr. Klaus Traeder, who was Alternate Director to Mr. Backlund, too ceased to be Director of the Company. The Board places on record its appreciation for the services rendered by Mr. Carl Magnus Backlund and Mr. Klaus Traeder, during their association with the Company.

During the year under review, the Board appointed Mrs. Eitika Munot as a non-executive non-independent Director of the Company.

In light of the provisions of the Act, Mr. Utkarsh Munot, retires from the Board by rotation this year and being eligible, offers himself for re-appointment.

Profiles of Mrs. Eitika Munot and Mr. Utkarsh Munot, as required by Clause 49 of the Listing Agreement are provided in the Notice convening the Annual General Meeting. The Board recommends both the appointments.

During the year under review, the members approved, at the Extraordinary General Meeting held on March 27, 2015, the appointments of Mr. M. L. Rathi, Mr. Shridhar S Kalmadi, Mr. Ajinkya Arun Firodia, Mr. Jitendra A. Pandit and Mr. S. A. Gundecha as Independent Directors, who are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence, as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchange.

The Company has devised a Policy, for performance evaluation of Independent Directors, Board, Committees and other individual Executive/ Non-Executive Directors. The Policy includes criteria for performance evaluation. The criteria are based upon age, experience, quality of participation in Board/ Committee proceedings, attendance at meetings, contribution by strategic inputs and others. The criteria along with additional requirements prescribed by Section 149 of the Act are used for selection of Independent Directors. The Company carried out the performance evaluation during the year.

During the year, there was no change in Key Managerial Personnel of the Company.

Awards and Recognition

During the year, Mr. Dinesh Munot - Chairman & Managing Director of the Company, received an award from ACT (ACMA Centre for Technology), a division of ACMA (Automotive Component Manufacturers of India) for his outstanding leadership and exemplary contribution as the Chairman of ACT (2003-2004).

Directors' Responsibility Statement

Your Directors state that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii) the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date.

iii) the Directors 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.

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

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

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

Corporate Governance Report

Pursuant to Clause 49 of the listing agreement, a detailed report on Corporate Governance is given in Annexure - II along with the Auditors' Certificate on its compliance, which forms part of this report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The Company has not given any loan or guarantee or provided any security in connection with any loan covered under the provisions of Section 186 of the Act.

During the year, as stated above, the Company invested a sum of Rs. 317.20 million in the equity shares of the JV Company. The Company also made investments of its surplus funds. The details of the investments, including as of April 1,2014 and held as on March 31, 2015, are disclosed in the Note No. 11 to the financial statement.

Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered into by the Company with related parties during the financial year were on an arm's length basis and were in the ordinary course of business. 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.

Considering the provisions of Section 134 of the Act, as all transactions with related parties referred to sub-section (1) of Section 188 of the Act and exemption is available only from the procedural compliance for transactions, which are in ordinary course of business and based on arm's length prices, the disclosure in the prescribed Form AOC - 2, including part 2 thereof is attached as Annexure III to this Report.

Corporate Social Responsibility (CSR)

With the enactment of the Act and as per the Companies (Corporate Social Responsibility) Rules, 2014, read with various clarifications issued by the Ministry of Corporate Affairs, the Company has framed a CSR Policy, which is available on the Company's website www.zfindia.com. The Company has undertaken activities as per the CSR Policy. The Annual Report on CSR activities is annexed herewith marked as Annexure IV.

Risk Management

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, legal, information technology, Regulatory and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company manages, monitors and reports on the major risks and uncertainties, those can impact its ability to achieve its strategic objectives. The Company has introduced several improvements in internal control management to drive a common integrated view of risks, optimal risk mitigation, responses and efficient management of internal control and assurance activities.

Auditors and Auditors' Report

Statutory Auditors

M/s. MGM and Company, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed (i) their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits prescribed under the Act, (ii) that they are not disqualified for re-appointment and (iii) They hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board had appointed Mr. I. U. Thakur (PCS Registration No. 1402), Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the same is annexed herewith as Annexure V. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosures

Meetings of the Board

Five meetings of the Board of Directors were held during the financial year. Detailed information is given in the Report on Corporate Governance, forming part of this Annual Report.

Committees of the Board

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. S. A. Gundecha (Chairman), Mr. M. L. Rathi and Mr. Jitendra A. Pandit as other members. All the recommendations made by the Audit Committee were accepted by the Board.

The details of all committees and its terms of reference are set out in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection, appointment and remuneration of directors and senior management. The detailed Remuneration Policy is placed on the Company's website www.zfindia.com.

Vigil Mechanism/ Whistle Blower Policy

The Vigil Mechanism of the Company also incorporates a Whistle Blower Policy, in terms of the Listing Agreement. Protected disclosures can be made by a Whistle Blower through an e-mail/ telephone/ letter to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower may be accessed on the website of the Company at www.zfindia.com.

Extract of the Annual Return

Extract of the Annual Return of the Company in Form MGT 9 is annexed herewith as Annexure VI to this Report.

Particulars of Employees and related disclosures

Considering the provisions of Section 197(12) of the Act read with the relevant rules and having referred to provisions of the First Proviso to Section 136(1) of the Act, the Annual Report is being sent to the members of the Company, excluding details of particulars of employees and related disclosures. The said information / details are available for inspection at the Registered Office of the Company during working hours, on any working day. Any Member interested in obtaining this information may write to the Company Secretary and this information would be provided on request. The Company has three employees, including Working Directors, who drew remuneration exceeding Rs. 60 lac per annum or Rs.5 lac per month (if employed for part of the year).

Disclosure - Anti Sexual Harassment Policy

The Company has in place, an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redresssal) Act, 2013.

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

Number of sexual harassment complaints received and disposed of during the financial year 2014-15 is one.

General

1. The Company held no deposits at the beginning of the year, nor accepted any deposits during the year under report.

2. All equity shares issued by the Company rank pari-passu in respect of right to receive dividend, voting rights or otherwise.

3. During the year under report, no shares were issued as sweat equity to any of the employees or others.

4. As the Company does not have any subsidiary, no remuneration was received by any Whole-time Director of the Company from a subsidiary.

5. During the year under report, no strictures or material orders were passed by any Regulator or a Court or a Tribunal, which may impact on the going concern status of the Company or its operations in future.

6. There are no material changes or commitment affecting the financial position of the Company from March 31, 2015 till date of this Report.

Acknowledgement

The Board of Directors takes this opportunity to express their appreciation for the assistance and co-operation received from Banks, Government Authorities, Customers, Suppliers, Members, Collaborators and other Business Associates.

The Board also acknowledges the understanding and support shown by all its employees.

For and on behalf of the Board of Directors

Pune Dinesh Munot July 28, 2015 Chairman & Managing Director


Mar 31, 2013

To the Members,

The Directors are pleased to present the 33rd Annual Report and Audited Accounts for the year ended March 31, 2013.

Financial Results (Rs. in Million)

2012-2013 2011-2012

Sales (net) and other Income 3243.7 3597.3

Profit before depreciation and tax 721.4 745.6

Depreciation 231.4 168.8

Exceptional Item - 104.3

Provision for tax 233.8 216.5

Net Profit 256.2 464.6

Balance Brought Forward from 12.6 13.5 Previous year

Amount available for appropriation 268.8 478.1

Appropriations

General Reserve 161.8 360.0

Proposed Dividend and Tax thereon 84.9 52.7

Interim Dividend and Tax thereon - 52.7

Balance Carried Forward 22.1 12.6

268.8 478.1

Dividend

The Board is pleased to recommend a dividend of Rs. 8/- per share for the year ended March 31, 2013.

Fixed Deposits

Your Company has not accepted any fixed deposit.

Conservation of Energy, Research And Development, Technology Absorption And Innovation, Foreign Exchange Earnings And Outgo

The details as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure II to this Report.

Transfer to Investor Education and Protection Fund

The Company has transferred a sum of Rs. 411,300/- during the year ended March 31, 2013 to the Investor Education and Protection Fund (IEPF) established by the Central Government, in compliance with the provisions of Section 205C of the Companies Act, 1956. The said amount represents unclaimed dividend lying with the Company for a period of 7 years from its date of payment.

Unclaimed Dividend for the Financial Year 2005-06 is due for transfer to the IEPF on August 25, 2013.

Directors

With profound sorrow and grief, the Board reports the sad demise of our Director - Mr. D. S. Bomrah. The Board places on record its appreciation for Mr. Bomrah''s rich contribution to the growth of the Company in his capacity as Director as well as member of the Audit Committee and the Remuneration Committee of Directors.

Mr. Jitendra A. Pandit has been appointed as Director on January 29, 2013, in the casual vacancy caused by the death of Mr. D S Bomrah. Mr. Pandit is an Independent Director. As per the provisions of Section 262 of the Companies Act, Mr. Pandit holds office up to the date of the forthcoming Annual General Meeting (AGM) of the Company and is eligible for appointment as Director. The Company has received notice under Section 257 of the Companies Act, in respect of Mr. Pandit, proposing his appointment as a Director of the Company. Resolutions seeking approval of the members for the appointment of Mr. Pandit as Director of the Company has been incorporated in the Notice of the forthcoming AGM along with brief details about Mr. Jitendra Pandit.

During the period under report, Mr. Jinendra Munot was re- appointed as Jt. Managing Director of the Company for a period of 5 years with effect from April 1, 2013.

At the 33rd Annual General Meeting, Mr. M. L. Rathi, Mr. Shridhar S. Kalmadi and Dr. Hans Friedrich Collenberg, retire by rotation and being eligible, offer themselves for re-appointment.

Profiles of these Directors, as required by Clause 49 of the Listing Agreement with the Stock Exchange, are provided in the Notice convening the Annual General Meeting of the Company.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended March 31, 2013 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year ended on that date.

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

iv) That the Directors have prepared the accounts on a ''going concern'' basis.

Corporate Governance Report

Pursuant to Clause 49 of the listing agreement, a detailed report on Corporate Governance is given in Annexure - III along with the Auditors'' Certificate on its compliance, which forms part of this report.

Auditors

M/s. MGM and Company, Chartered Accountants, retire as Statutory Auditors of the Company at the ensuing Annual General Meeting and offer themselves for re-appointment. A Certificate from them has been received to the effect that their re- appointment as Statutory Auditors of the Company, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Cost Auditors

The Board of Directors have appointed Messrs Joshi Apte & Associates, Cost Accountants, for conducting the statutory audit of the cost accounting records of the Company, for the financial year 2013-14, subject to approval of the Central Government. Cost Audit Report for the financial year 2012-13 will be filed within the prescribed time-limit.

Particulars of Employees

Information as required under Section 217(2A) of the Companies Act, 1956 and the Rules framed there under is attached as Annexure I.

Acknowledgement

The Board of Directors takes this opportunity to express their appreciation for the assistance and co-operation received from Banks, Government Authorities, Customers, Suppliers, Members, Collaborators and other Business Associates. The Board also acknowledges the understanding and support extended by all employees.

For and on behalf of the Board of Directors

Pune Dinesh Munot

May 23, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the 32nd Annual Report and Audited Accounts for the year ended March 31, 2012.

Financial Results (Rs. in Million)

2011-2012 2010-2011

Sales (net) and other Income 3597.3 3080.9

Profit before depreciation and tax 745.6 731.0

Depreciation 168.8 148.7

Exceptional Item 104.3 -

Provision for tax 216.5 173.2

Net Profit 464.6 409.1 Balance Brought Forward from

Previous year 13.5 10.0

Amount available for _ _

appropriation 478.1 419.1

Appropriations:

General Reserve 360.0 300.0

Proposed Dividend and Tax thereon 52.7 52.7

Interim Dividend and Tax thereon 52.7 52.9

Balance Carried Forward 12.7 13.5

478.1 419.1

Dividend

In November 2011, an interim dividend of Rs. 5/- per share was declared and paid. The Board is pleased to recommend a final dividend of Rs. 5/- per share for the year ended March 31, 2012. Thus, the total dividend for the year 2011-12 would be Rs.10/- per share, same as paid for the year 2010-11.

Fixed Deposits

Your Company has not accepted any fixed deposit.

Conservation of Energy, Research And Development, Technology Absorption And Innovation, Foreign Exchange Earnings And Outgo:

The details as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure II to this Report.

Transfer to Investor Education and Protection Fund

The Company has transferred a sum of Rs. 261,691/- during the year ended March 31, 2012 to the Investor Education and Protection Fund (IEPF) established by the Central Government, in compliance with the provisions of Section 205C of the Companies Act, 1956. The said amount represents unclaimed dividend lying with the Company for a period of 7 years from its date of payment.

Unclaimed Dividend for the Financial Year 2004-05 is due for transfer to the I EPF on August 4, 2012.

Directors

At the 32nd Annual General Meeting, Dr. Dinesh Bothra, Mr. Ajinkya Firodia and Mr. Ludwig Rapp, retire by rotation and being eligible, offer themselves for re-appointment.

During the year, Mr. Dinesh Munot was re-appointed as Chairman & Managing Director of the Company for a period of 5 years with effect from December 14, 2011, Mr. Utkarsh Munot was re-appointed as Executive Director of the Company with effect from November 1, 2011, for a period of 5 years.

Profiles of these Directors, as required by Clause 49 of the Listing Agreement with the Stock Exchange, are provided in the Notice convening the Annual General Meeting of the Company.

The above re-appointments form part of the Notice of the 32nd Annual General Meeting and the relevant Resolutions are recommended for your approval.

Corporate Social Responsibility

As a responsible citizen, your Company supports by way of regular Donations to 'Janwani', a Non-Government Organisation (NGO) promoted by Mahratta Chamber of Commerce, Industries and Agriculture, Pune. 'Janwani' takes up projects like Citizen Empowerment, Environment Focus, Waste Management, Road-Traffic and Public Transport to mention a few. Your Company donated Rs. 3 lac to 'Janwani' in the year under review. The total donation to this Institution amounts to Rs. 9 lac from the year 2009-10.

The Company also regularly organizes Blood-Donation camps. Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors ' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended March 31, 2012 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended on that date.

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

iv) That the Directors have prepared the accounts on a 'going concern' basis.

Corporate Governance Report

Pursuant to Clause 49 of the listing agreement, a detailed report on Corporate Governance is given in Annexure - III along with the Auditors' Certificate on its compliance, which forms part of this report.

Auditors

M/s. MGM and Company, Chartered Accountants, retire as Statutory Auditors of the Company at the ensuing Annual General Meeting and offer themselves for re-appointment. A Certificate from them has been received to the effect that their re- appointment as Statutory Auditors of the Company, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Cost Auditors

As per the Order passed by the Central Government and in pursuance of Section 233B of the Companies Act, 1956, the Company appointed M/s. Joshi Apte & Associates, Cost Accountants, Pune, to audit the cost accounts relating to its business activity of generating 'Electricity' for the financial year 2011-12. From April 1, 2012, cost-records of Auto-Components too, come under purview of Cost-Audit. M/s. Joshi Apte & Associates have been appointed as Cost-Auditor to carry out audit of cost-accounts of the Company for financial year 2012- 13, subject to approval of the Central Government.

Particulars of Employees

Information as required under Section 217(2A) of the Companies Act, 1956 and the Rules framed there under is attached as Annexure I.

Acknowledgement

The Board of Directors takes this opportunity to express their appreciation for the assistance and co-operation received from Banks, Government Authorities, Customers, Suppliers, Members, Collaborators and other Business Associates.

The Board also acknowledges the understanding and support shown by all its employees.

For and on behalf of the Board of Directors

Pune Dinesh Munot

May 16, 2012 Chairman & Managing Director


Mar 31, 2011

The Directors are pleased to present the 31st Annual Report and Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS (Rs. in Million)

2010-2011 2009-2010

Sales (net) and other Income 3080.9 2219.8

Profit before depreciation and tax 731.0 489.1

Depreciation 148.7 76.1

Provision for tax 173.3 130.7

Net Profit 409.0 282.3

Depreciation / Taxation written-back 0.1 4.3

Balance Brought Forward from 10.0 13.4 Previous year

Amount available for appropriation 419.1 300.1

APPROPRIATIONS

300.0 200.0 General Reserve

52.7 52.9 Proposed Dividend and Tax thereon

52.9 37.2 Interim Dividend and Tax thereon

13.5 10.0 Balance Carried Forward

419.1 300.1

Dividend

In November 2010, your Company had paid an interim dividend of Rs. 5 per share. Your Directors are now pleased to recommend a final dividend of Rs.5 per share for the year ended March 31, 2011. The total dividend for the year 2010-11 would accordingly be Rs. 10 per share as against Rs. 8.50 per share for the year 2009-10.

Management Discussion and Analysis Report

The Indian economy exhibited a broad-based recovery in 2010-11 and could regain its pre-crisis growth trajectory. Agriculture showed a rebound. Industry too, achieved its earlier momentum. Services sector continued its near double digit march.

One of the most favourite and highly tracked sector in any economy is the Auto sector given its importance to the economy. According to a recent report published by KPMG, the Auto sector has been a key driver of the Indian economy, accounting for around 4% of Indias GDP. The sector is especially of interest, after it has emerged stronger from the recent global downturn, and sales across all segments have seen record breaking numbers in the recent past. The Indian Automobile sector has emerged as the 7th largest and fastest growing market in the world in 2010. India has become a favourite investment destination as an Auto Hub, and is expected to remain the same in the future, too. This has attracted a lot of foreign investment

along with higher competition, thus driving the domestic players to become more efficient.

The overall Commercial Vehicles segment registered a positive growth of 30 percent during April-March 2011 as compared to the same period last year. Passenger Vehicles including Passenger Cars segment during April- March 2011 grew over 24 percent over same period last year.

Review of Operations

Operating Results of the Company

Sales

Comparative quantitative figures of Sales are as under:

(numbers)

Type 2010-11 2009-10 Growth

Power Steerings 180,639 121,342 49%

Mechanical Steerings 155,937 124,151 26%

Rack & Pinion 20,430 17,225 19%

Other Income

Other Income improved substantially from Rs. 59 million to Rs. 99 million in view of the better capital-market conditions for major part of the year.

Profitability

Raw Material cost as a percentage of sales was down by 2 % for the year due to lower commodity-prices, strong rupee and indigenization of some of the imported components. However, Employees costs have gone up by 33 % over the previous year. Depreciation was higher at Rs. 149 million against Rs. 76 million (previous year) in view of the full years depreciation on the 5 MW Wind Turbine Machines commissioned in March 2010. Consequently, Profit before Tax for the year was Rs. 582 million against Rs. 413 million in the previous year.

Earnigs Per Share has jumped up from Rs. 31.59 to Rs. 45.09 .

Renewable Energy – Wind Power Energy

As you are aware, the Company operates 7 Wind Turbine Machines, located at Satara and Ahmednagar, having aggregate capacity of 6.7 MW for its captive power consumption. The power generated out of these windmills is fed into Maharashtra State Electricity Distribution Company Ltd. (MSEDCL) grid and the units so fed are deducted by MSEDCL in their bills raised on the Companys factory at Vadu Budruk. Total 6,510,888 units were generated in 2010-11 which constituted 73 % of the factorys consumption of power.

Outlook/ Opportunities for the Company

The automotive paradigm is shifting from Europe to Asia. Growing markets like India are increasingly becoming important and becoming primary markets for most European countries. SIAM (Society of Indian Automobile Manufacturers) have forecasted 18-21% growth for Light Commercial Vehicles, 16-18% growth for Passenger Cars, 12-14% growth for Utility Vehicles and 10-12% for Heavy Commercial Vehicles in 2011-12 over the previous year.

During 2010-11, your Company has added 3 important customers. Also, new steering types were developed for existing customers.

Automobile industry, however, is very interest-sensitive. Current inflation is threatening to plunge economy into crisis. Food-inflation remains a concern. Crude oil prices over $100 a barrel and high metal prices could further accelerate inflation and interest-rates. RBI, through its recent policy-announcement, has manifested that the priority is to rein in headline inflation, even at the cost of lower growth going forward. This is a marked departure from their previous monetary-policy stance of supporting growth while containing inflationary pressures. The RBI has acknowledged that apart from higher global commodity prices, the single important risk may be higher oil prices. Although, prices of some of the metal prices have soften down in a last few days, there still remains an uncertainty. The focus has shifted from growth momentum to stability and anchoring inflation expectations. Economic growth is expected to moderate in the current year as monetary tightening takes effect.

Non-availability of adequate number of skilled manpower and increased wage bill are the constraints, every organization is facing today.

Despite these challenges, your Company remains positive about the near-term outlook.

Credit-Rating by ICRA

The Board is happy to announce that your Company got LA+ (adequate-credit-quality) for Term Loan and A1+ (highest-credit-quality) for working capital credit rating from ICRA.

Joint Venture (JV)

ZF Lenksysteme India Private Limited

During the year under report, additional capital, by way of Rights issue, has been raised by the JV Company in May 2010 and December 2010. Consequently, the paid-up capital of the JV Company now stands at Rs. 130 million. Your Company has subscribed to its entitlement, making its total investment in the JV Company to Rs. 33.8 million so far. Your Companys share of interest remains same at 26 % of the paid-up capital of the JV Company.

The JV Company has initiated necessary steps for acquiring the land and factory building on lease, in order to establish its assembly operations near Pune, in the current year.

Expansion and Capital Expenditure

Steering Gear Systems

By end of financial year 2010-11, the Company has expanded its installed capacity of Power Steering Gears to 3 lac units per annum and Mechanical Steering Gears to 2 lac units per annum at its existing factory at Vadu Budruk.

The Company has recently acquired a leasehold plot of land at MIDC Talegaon Industrial Area. The Company is examining various opportunities in respect of that plot.

Renewable Energy - Solar Power Project

The rising oil import bill has been the focus of serious concern due to the pressure it is exerting on the economy and the foreign exchange resources. It is also largely responsible for energy supply shortages. The need for harnessing renewable source of energy, has therefore, gained tremendous importance not only in order to meet the growing demand for energy but also for the fact that fossil fuels like coal, oil, petroleum products and other hydro carbons are fast depleting in the world and particularly in India .

The Indian Government is rightly giving thrust on the development of renewable energy to meet the energy demand of the country. In the 11th five-year plan, the Ministry of New and Renewable Energy (MNRE) has planned to increase the renewable energy capacity to 10% of the total energy mix in India by 2012. The projected increase in Solar capacity in India, can reduce Indias carbon emissions by 2.5%, which is a tenth of 20-25% reduction, India volunteered at the international summit on Climate Change in Copenhagen. Indian Renewable Energy Development Agency (IREDA) has announced a number of financial and fiscal incentives for the development of Renewable Energy.

As continuous initiative for clean environment, your Company has been investing in Green Energy projects. Earlier, the Company has invested in Wind-Power projects. Your Company had applied for 5 MW Solar Project under the Gujarat Governments Solar Power Policy, as Solar radiation over Gujarat has maximum intensity in India and the average rainfall is scanty in most parts of the state, hence best suited for solar power generation. Gujarat Government selected very few companies, your Company being one of them. Your Company has adopted Thin Film Solar Photovoltaic

technology, after studying the factors like solar radiation, available area, temperature variation at site etc. This Project will enable your Company to generate clean energy, which will be a small contribution from your Company to the Governments clean energy drive and it will also help the Company in reducing Income Tax outgo in the current year and the next year.

Gujarat Government has committed to buy all the units generated from this project by way of a Power Purchase Agreement (PPA) signed by the Gujarat Urja Vikas Nigam Ltd. (GUVNL), by offering a special tariff of Rs. 15 per unit for the initial 12 years, starting from the date of commercial operation of the project and Rs. 5 per unit from the 13th year to 25th year .

The Project-Site is located in State run Solar Park in Charnka village, Santalpur Taluka, District Patan, Gujarat .

The total cost of the project is Rs.700 million, part of the funding will be by debt. We are happy to inform you that the Company has been able to effect a Financial Closure of the project, at a very attractive interest rate, considering the current high interest-rate regime.

Internal Control System

The Internal Control System of the Company is responsible for the financial reporting, assets, adherence to management policies and to conduct ethical conduct within the organization. The Company has independent Internal Auditors for conducting internal audits of the financial reporting and operations of the Company. The Companys existing system of internal controls is commensurate with its size and nature of business. Companys Internal control ensures reliable financial reporting, better utilization of Companys resources, effectiveness of operations, compliance with the legal obligations and the Company policies and procedures. The Companys audit committee also regularly reviews with the management, external and internal auditors – the adequacy of internal control systems.

Human Resource Development

The Company has been continuously training its employees in the newer technical/ management skills. Various steps have been taken for improving the performance of employees. During the year, 30 training programs ( 2 external and 28 internal) covering over 150 Training man-days were covered. We expect to continue the customized development programmes to individual employees during the year as well.

Industrial relations continued to be cordial and peaceful. The total number of employees as on March 31, 2011 was 909 .

Cautionary statement

The Management Discussion and Analysis Report is a forward looking Statement based on the Companys projections, estimates and perceptions. These statements reflect the Companys current views with respect to the future events and are subject to risks and uncertainties. Actual results may vary materially from those projected here.

Fixed Deposits

Your Company has not accepted any fixed deposit from public.

Conservation of Energy, Research And Development, Technology Absorption And Innovation, Foreign Exchange Earnings And Outgo:

The details as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure II to this Report.

Transfer to Investor Education and Protection Fund

The Company has transferred a sum of Rs. 159,840 during the year ended March 31, 2011 to the Investor Education and Protection Fund (IEPF) established by the Central Government, in compliance with Section 205C of the Companies Act, 1956. The said amount represents unclaimed dividend lying with the Company for a period of 7 years from its date of payment.

Unclaimed Dividend for the Financial Year 2003-04 is due for transfer to the IEPF on September 18, 2011.

Unclaimed Share-certificates

Pursuant to the Securities and Exchange Board of India (SEBI)s circular dated December 16, 2010 and the consequent amendment to the Listing Agreements, Letters have been sent by the Companys Registrar & Transfer Agent to 252 Members, whose share- certificates comprising 20,891 shares have remained unclaimed/ returned undelivered to the Company.

Directors

Mr. Walter Salvasohn, in view of his new assignment at ZF Shanghai Steerings, does not seek re-appointment at the ensuing 31st Annual General Meeting, when he is due to retire by rotation. The Board places on record its appreciation for the contribution made by Mr. Salvasohn during his tenure with the Company.

Mr. Magnus Backlund- Vice-President and Head of Corporate Strategy department, ZF Lenksysteme, GmbH, is proposed to be appointed in place of Mr. Salvasohn. Notice has been received from a member pursuant to Section 257 of the Companies Act, 1956 to this effect.

At the 31st Annual General Meeting, Mr. M L Rathi, and Mr. Manish Motwani retire by rotation and being eligible, offer themselves for re-appointment.

The above appointment / re-appointments form part of the Notice of the 31st Annual General Meeting and the relevant Resolutions are recommended for your approval.

Profiles of these Directors, as required by Clause 49 of the Listing Agreement with the Stock Exchange, are provided in the Notice convening the Annual General Meeting of the Company.

Corporate Social Responsibility

As a responsible citizen, your Company supports by way of regular Donations to Janwani, a Non-Government Organisation (NGO) promoted by MCCIA (Mahratta Chamber of Commerce, Industries and Agriculture), Pune. Janwani takes up projects like Citizen Empowerment, Environment Focus, Waste Management, Road-Traffic and Public Transport to mention a few.

Your Company has so far donated to Janwani, Rs. 3 lac each in 2009-10 and 2010-11 and has committed to donate Rs. 4 lac in the current year.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the

financial year ended March 31, 2011 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such

Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year ended on that date.

iii) That the Directors have taken proper and

sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Directors have prepared the accounts on a going concern basis.

Corporate Governance Report

Pursuant to Clause 49 of the listing agreement, a detailed report on Corporate Governance is given in Annexure - III along with the Auditors Certificate on its compliance, which forms part of this report.

Auditors

The Companys Auditors, MGM and Company, Chartered Accountants (Registration Number 117963W) hold office upto the conclusion of the ensuing Annual General Meeting.The Company has received the requisite Certificate from them pursuant to section 224(1B) of the Companies Act, 1956 confirming their eligibility for re- appointment as Auditors of the Company.

Particulars of Employees

Information as required under Section 217(2A) of the Companies Act, 1956 and the Rules framed there under is attached as Annexure I.

Acknowledgement

The Board of Directors takes this opportunity to express their appreciation for the assistance and co-operation received from Banks, Government Authorities, Customers, Suppliers, Members, Collaborators and other Business Associates.

The Board also acknowledges the understanding and support shown by all its employees.

For and on behalf of the Board of Directors

Dinesh Munot Chairman & Managing Director

Pune May 26, 2011


Mar 31, 2010

The Directors are pleased to present the Thirtieth Annual Report and Audited Accounts for the year ended March 31,2010.

FINANCIAL RESULTS (Rs. in Million) 2009-2010 2008-2009

Sales (net) and other Income 2219.8 1698.0 Profit before depreciation and tax 489.1 297.5 Depreciation 76.1 79.5 Provision for tax 130.7 74.9 Net Profit 282.3 143.1 Depreciation written-back for earlier years 4.3 Balance Brought Forward from 13.4 24.6 Previous year Amount available for appropriation 300.1 167.7

APPROPRIATIONS

General Reserve 200.0 167.7 Proposed Dividend and Tax thereon 52.9 74.3 Interim Dividend and Tax thereon 37.2 Balance Carried Forward 10.0 300.1 167.7 Dividend

In November 2009, your Company had paid an interim dividend of Rs. 3.50 per share. Your Directors are now pleased to recommend a final dividend of Rs. 5 per share for the year ended March 31, 2010. The total dividend for the year 2009-10 would accordingly be Rs. 8.50 per share as against Rs. 7 per share for the year 2008-09.

Fixed Deposits

Your Company has not accepted any fixed deposit from public.

Conservation of Energy, Research And Development, Technology Absorption And Innovation, Foreign Exchange Earnings And Outgo

The details as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 are given in Annexure II to this Report. Transferto Investor Education and Protection Fund

The Company has transferred a sum of Rs. 1,97,245/- during the year ended March 31, 2010 to the Investor Education and Protection Fund (IEPF) established by the Central Government, in compliance with Section 205C of the Companies Act, 1956. The said amount represents unclaimed dividend lying with the Company for a period of 7 years from its date of payment.

Unclaimed Dividend for the Financial Year 2002-03 is due for transfer to the IEPF on September 8,2010.

Directors

Mr. A. H. Firodia, Chairman of the Company since June 29, 1996, in view of his commitments to various NGOs, Industry- Associations and Social Projects, has decided not to seek re-appointment at the ensuing 30th Annual General Meeting (A.G.M.) of the Company, when he is due to retire by rotation. Consequently, Mr. A. H. Firodia will cease to be Director and Chairman of the Company, after the conclusion of the 30th A.G.M., scheduled to be held on July 14, 2010. The Board places on record its deep sense of appreciation of the invaluable contribution made by Mr. A. H. Firodia, the strategic direction he provided to the Board and his role in the growth of the Company.

The Board has unanimously elected Mr. Dinesh Munot as Chairman of the Board, and re-designated him as Chairman and Managing-Director, which will be effective after the conclusion of the 30" A.G.M.

To fill up the vacancy as Director, to be caused by the retirement of Mr. A. H. Firodia, the Company proposes to appoint Mr. Ajinkya Firodia as the Non-Executive Independent Director of the Company.

Mr. Ludwig Rapp and Mr. D. S. Bomrah, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. As you will recall, in May 2009, Mr. Shridhar S Kalmadi and Dr. Hans Friedrich Collenberg, were appointed as Directors to fill the casual vacancies. They shall hold office up to the date of forthcoming Annual General Meeting and, being eligible, offer themselves for appointment.

Notices have been received from members pursuant to Section 257 of the Companies Act, 1956, together with necessary deposit of Rs. 500 in each case, proposing the appointments of Mr. Ajinkya Firodia, Mr. Shridhar S Kalmadi and Dr. Collenberg as Directors.

The above appointments form part of the Notice of the 30th Annual General Meeting and the relevant Resolutions are recommended for your approval.

Profiles of these Directors, as required by Clause 49 of the Listing Agreement with the Stock Exchange, are provided in the Notice convening the Annual General Meeting of the Company.

Awards & Recognitions

On 24.2.2010, your Company has been awarded a Sammanpatra (Certificate of Honour) by the Chief Commissioner, Customs and Central Excise, Pune Zone, for the commendable tax-compliance during 2009-10.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors

Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended March 31, 2010 the applicable Accounting Standards have been followed along with proper explanation relating to material departures; ii) That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the year ended on that date. iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv) That the Directors have prepared the accounts on a going concern basis.

Corporate Governance Report

Pursuant to Clause 49 of the listing agreement, a detailed report on Corporate Governance is given in Annexure - III along with the Auditors Certificate on its compliance, which forms part of this report.

Auditors

During the year, M/s. Patankar & Associates, Chartered Accountants, resigned as Statutory Auditors of the Company, due to time-constraints at their end. The Members, at the Extraordinary General Meeting held in April 2010, appointed M/s. MGM & Company, Chartered Accountants, as Statutory Auditors. M/s. MGM & Company, will retire at the ensuing Annual General Meeting and are eligible for re-appointment. Particulars of Employees Information as required under Section 217(2A) of the Companies Act, 1956 and the Rules framed there under is attached as Annexure I.

Acknowledgement

The Board of Directors takes this opportunity to express their gratitude for the assistance and co-operation received from ZF Lenksysteme- the Collaborators, Banks, Government Authorities, Customers, Suppliers, Members and other Business Associates.

The Board also acknowledges the understanding and support shown by all its employees.

For and on behalf of the Board of Directors

A. H. Firodia Pune Chairman May 27, 2010