Directors Report of Hindustan Hardy Spicer Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty Third Annual Report together with the Statement of Accounts for the year ended on March 31,2015

FINANCIAL RESULTS:

During the year under review, net sales turnover was Rs. 5226.08 lacs as against Rs. 4850.36 lacs during the corresponding previous year. Weakness in the domestic market experienced during the previous financial year continued for the first 9 months of FY 14-15. However, the last 3 months witnessed an improvement in the domestic commercial vehicle market, a trend that is continuing for FY 15-16 as well. Export sales were weaker compared to the previous financial year; both in terms of absolute volume as well as realization from exports due to depreciation in the Euro. Export earnings were Rs. 1265.89 lacs as against Rs. 1862.24 lacs during the corresponding previous year. Loss after tax was Rs157.21 lacs as against Profit of Rs. 84.47 lacs for the previous year.

2014-2015 2013-2014

(Rs. in lakhs) (Rs. in lakhs)

Sales 5226.08 4850.36

PROFIT 119.99 342.99

Less:

Depreciation 244.56 84.74

Interest 89.08 100.67

PROFIT/(LOSS) BEFORE TAX (213.66) 157.58

Less: Provision for Taxation

Current Tax - 50.00

Deferred Tax (56.45) 23.11

PROFIT/(LOSS) AFTER TAX (157.21) 84.47

Surplus brought forward from Previous Year 372.99 355.77

PROFIT/(LOSS) AVAILABLE FOR APPROPRIATION 215.78 440.23

General Reserve - 15.00

Proposed Dividend - 44.95

Tax on Proposed Dividend - 7.29

Surplus Carried Forward 215.78 372.99

TRANSFER TO GENERAL RESERVES

In view of loss during the year, there was no transfer to General Reserve.

DIVIDEND

In view of the loss during the financial year 2014-2015, your directors do not recommend dividend on the equity shares of the Company for the financial year 2014-2015.

OUTLOOK

Certifications:

The Company has taken various steps to maintain/improve the quality systems which are in place for last several years.

The Surveillance Audit for ISO/TS 16949:2002 for Quality Management System was successfully completed during April 2015.

The Surveillance Audit for ISO 14001-2004 for Environmental Management System was successfully completed during June 2015.

Business:

Overseas Market: Considering the inputs received from overseas customers, the company is expecting an increase in exports of 5% and indirect exports of 10%.

Domestic Market:

OE - Based on the inputs received from the OE customers in India, we are expecting an increase between 10to 15% during the FinancialYear2015-16.

Industrial and Aftermarket: We are planning growth of a 5% minimum through development of additional Industrial customers and adding additional parts for the Aftermarket.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year and the date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

4 (Four) meetings of the Board of Directors of the Company were held during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S. C. Saran, Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Shiamak Marshall, Mr. Jehangir H. C. Jehangir were appointed as Independent Directors at the Annual General Meeting of the Company held on August 7,2014.

Mr. A. R. Rajwade was reappointed as the Managing Director of the Company from May 17,2014 for a period of two years which was approved by the shareholders at the Annual General Meeting held on August 7, 2014. Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1,2014, the appointments of Managing Director as key managerial personnel of the Company was formalised.

With a view to strengthen the Board and also to meet the regulatory requirements, Ms. Devaki Saran, & Mr. Richard Koszarek were appointed as Additional Directors of the Company with effect from August 14, 2014 and Mr. Sharad Jain was appointed as Additional Director of the Company with effect from November 5, 2014. The Board has also appointed Ms. Devaki Saran as an Executive Director and Chief Financial Officer of the Company with effect from August 14,2014 for a period of three years.

The resolutions seeking approval of the Members for the appointment of Ms. Devaki Saran, Mr. Richard Koszarek and Mr. Sharad Jain have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them. The Company has received notices under Section 160 of the Act along with the requisite deposit proposing their appointment.

The necessary resolution for seeking approval of shareholders for the appointment of Mr. Richard Koszarek as an Independent director with effect from August 14,2014 has been incorporated in the notice of the forthcoming annual general meeting of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

Mr. Shiamak Marshall, Mr. Jehangir H. C. Jehangir and Mr. Richard Koszarek, who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

AUDIT COMMITTEE OF BOARD OF DIRECTORS

The Audit committee of the Board of directors of the Company consists of the following members:

1. Mr. Shiamak Marshall

2. Mr. Jehangir H.C. Jehangir

3. Mr. S. C. Saran

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism ("Vigil Mechanism") for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and-senior management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the website of the Company and are annexed as Annexure I & II to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(I) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

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

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

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

The internal auditor also regularly reviews the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiary/ joint ventures/ associates.

EXTRACT OF ANNUAL RETURN

As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the directors' report as Annexure III.

AUDITORS

M/s. J. L. Bhatt & Company, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment. M/s. J. L. Bhatt & Company, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2015-2016 their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014-2015.

The Secretarial Auditors' Report is annexed as Annexure IV.

AUDITORS REPORT AND SECRETARIAL AUDITORS' REPORT

The auditor's' report does not contain any qualifications, reservations or adverse remarks.

As regards, secretarial auditors' observation, the company, is in the process of identifying and appointing a competent and experienced company secretary. Meanwhile, the company has engaged the professional services of practicing company secretaries and has taken care to comply with applicable provisions of the Companies Act, 2013.

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

Information in accordance with Clause (m) of Sub-section (3) of Section 134 of the Act read with Companies (Accounts) Rules, 2014 is annexed to this report as Annexure V.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure VI.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public,

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided as under

Loans: Rs. NIL

Investments: Rs. NIL

Guarantees/securities.Rs. NIL

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2,014 are given in Form AOC-2 and the same forms part of this report as Annexure VII.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. Performance Performance evaluation No. evaluation of performed by

1. Each Individual Nomination and directors Remuneration Committee

2. Independent Entire Board of directors; Directors excluding the director who is being evaluated

3. Board, its committees All directors and individual directors

Sr. Criteria No.

1. Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.

2. Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.

3. Board composition and structure; effectiveness of Board processes, information and functioning, performance of specific duties and obligations, timely flow of information etc. The assessment of committees based on the terms of reference of the committees

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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 and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

CORPORATE GOVERNANCE REPORT

As per SEBI circular no .CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 the revised clause 49 is not mandatory to the Company.

ACKNOWLEDGEMENT

The directors thank the Company's employees, customers, vendors, investors and academic institutions for their continuous support.

The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments/agencies for their co-operation.

The directors appreciate and value the contributions made by every member of the Hindustan Hardy Spicer family.

For and on behalf of the Board Date : July,20, 2015 S. C.SARAN Place : Mumbai CHAIRMAN

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Mar 31, 2014

THE MEMBERS

The Directors have pleasure in presenting the Thirty Second Annual Report together with the Statement of Accounts for the year ended on March 31, 2014

FINANCIAL RESULTS:

During the year under review, net sales turnover was Rs.4850.36 lacs as against Rs. 5516.03 lacs during the corresponding previous year. The reasons for this dip are the extremely recessionary trends in the automobile industry experienced during the year in review. However, the increase in exports was the bright spot in the net sales turnover. Export earnings were Rs. 1862.24 lacs as against Rs. 1614.74 lacs during the corresponding previous year. Profit after tax was Rs. 84.47 lacs as against Rs. 87.85 lacs for the previous year.

2013-2014 2012-2013 (Rs. in lakhs) (Rs. in lakhs)

Sales 4850.36 5516.03

PROFIT 342.99 307.95

Less: Depreciation 84.74 74.25

Interest 100.67 99.45

PROFIT BEFORE TAX 157.58 134.25

Less: Provision for Taxation

Current Tax 50.00 33.00

Deferred Tax 23.11 13.40

PROFIT AFTER TAX 84.47 87.85

Surplus brought forward from Previous Year 355.77 340.16

PROFIT AVAILABLE FOR APPROPRIATION 440.23 428.01

General Reserve 15.00 20.00

Proposed Dividend 44.95 44.95

Tax on Proposed Dividend 7.29 7.29

Surplus Carried Forward 372.99 355.77

DIVIDEND

The Board of Directors are pleased to recommend a dividend of 30% on 14,98,450 Equity Shares of Rs. 10/- each.

OUTLOOK

Certifications :

The Company has taken various steps to maintain/improve the quality systems which are in place for last several years.

The Surveillance Audit for ISO/TS 16949:2002 for Quality Management System was successfully completed during April 2014.

The Surveillance Audit for ISO 14001-2004 for Environmental Management System is scheduled in June 2014 and we are confident of its success.

Business :

Overseas Market : Considering the inputs received from overseas customers, the company is expecting an increase in exports/indirect exports for the Financial Year 2014-15 of 15%.

Domestic Market :

OE : Based on the inputs received from the OE customers in India, we are expecting an increase between 5 to 10% during the Financial Year 2014-15.

Industrial and Aftermarket: We are planning growth of a 5% minimum through development of additional Industrial customers and adding additional parts for the Aftermarket.

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

a) CONSERVATION OF ENERGY

Various measures for conservation of energy at all levels have been taken by the Company.

b) TECHNOLOGY

Our technology had been imported from our Collaborators, Spicer Gelenkwellenbau GmbH, Germany in 1984. Since then upgradation has continued in consultation with various Agencies.

c) FOREIGN EXCHANGE EARNING AND OUTGO

Activities relating to exports, initiatives taken to increase exports and development of new export markets for products and services:

Presently, the company is supplying to various CNH plants in Europe and UK. The Company has approached the North America CNH locations and is discussing with them regarding possible exports of similar products to those locations which we are supplying to CNH Europe plants. The Company is also in talks with many other prospective clients for the development of various Propeller Shafts required by them

With the above initiatives, we are expecting growth in export by 10 to 15% during the year 2014-15.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

DIRECTORS

Mr. S. C. Saran, Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

As per Section 149(4) of the Companies Act, 2013 (''Act''), which came in to effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors who shall hold office for a term upto five consecutive years on the Board of a company and is not liable to retire by rotation.

In accordance with the provisions of Section 149 of the Act, read with Schedule IV of the Act, the appointment of Mr. Shiamak Marshall and Mr. Jehangir H. C. Jehangir as Independent Directors of the Company is being placed before the Members at the ensuing annual general meeting for their approval. In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder for appointment as Independent directors and are independent of the management. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors and the period of their appointment.

The Board commends the passing of resolutions at item nos. 6 & 7 of the Annual General Meeting Notice.

COMPLIANCE CERTIFICATE

A Compliance Certificate from a secretary in Whole-time Practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31, 2014 is attached hereto.

LISTING

The Equity Shares of the Company are listed at the BSE Limited. The company has paid the Annual Listing Fees to them for the year 2014-2015.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

Statutory Auditors :

M/s. J. L. Bhatt & Company, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment. M/s. J. L. Bhatt & Company, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2014-2015 their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013.

You are requested to appoint Auditors and to fix their remuneration.

Cost Auditors :

M/s. CY & Associates, Cost Accountants have been appointed to conduct Cost Audits relating to the Cost accounting records of the Company for the year ending 31st March 2015. Pursuant to the provisions of Section 148 of the Companeis Act, 2013 and Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s CY & Associates.

INDUSTRIAL RELATIONS

The overall industrial relations in the Company have been cordial. Your Directors once again wish to place on record their appreciation for the contribution made by the employees at all levels to the continued growth and prosperity of the Company.

ACKNOWLEDGEMENT

Your directors wish to place on record, their appreciation for the continued support of the Customers, Financial Institutions, Bankers and Suppliers.

For and on behalf of the Board of Directors

Date : May 19, 2014 S. C. SARAN

Place: Mumbai CHAIRMAN

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Mar 31, 2013

THE MEMBERS

The Directors have pleasure in presenting the Thirty First Annual Report together with the Statement of Accounts for the year ended on March 31,2013

FINANCIAL RESULTS:

During the year under review, net sales turnover was Rs.5516.03 lacs as against Rs. 5348.97 lacs during the corresponding previous year. Export earnings were Rs. 1614.74 lacs as against Rs. 1577.87 lacs during the corresponding previous year. Profit after tax was Rs. 87.85 lacs as against Rs. 147.33 lacs for the previous year.

2012-2013 2011-2012 (Rs. in lakhs) (Rs. in lakhs)

Sales 5516.03 5348.97

PROFIT 307.95 376.19

Less:

Depreciation 74.25 69.16

Interest 99.45 93.88

134.25 213.15

PROFIT BEFORE TAX 134.25 213.15

Less: Provision for Taxation

Current Tax 33.00 70.00

Deferred Tax 13.40 (4.18)

PROFIT AFTER TAX 87.85 147.33

Surplus brought forward from Previous Year 340.16 300.19

PROFIT AVAILABLE FOR APPROPRIATION 428.01 447.52

General Reserve 20.00 20.00

Proposed Dividend 44.95 74.92

Tax on Proposed Dividend 7.29 12.44

Surplus Carried Forward 355.77 340.16

DIVIDEND

The Board of Directors are pleased to recommend a dividend of 30% on 14,98,450 Equity Shares of Rs. 10/-each.

OUTLOOK

Certifications:

The Company has taken various steps to maintain/improve the quality systems which are in place for last several years.

Recertification Audit for ISO/TS 16949:2002 for Quality Management System was successfully completed during April 2013.

Recertification Audit for ISO 14001-2004 for Environmental Management System is scheduled in July 2013 and we are confident of its success.

Business:

Overseas Market : Considering inputs received from the overseas customers, the Company is expecting an increase in export/indirect export for the Financial Year 2013-14 by 8%.

Domestic Market:

OE : Based on inputs received from the OE customers, we are expecting increase between 5 to 10% during the Financial Year 2013-14.

Industrial and Aftermarket: We are planning growth of 5% minimum through development of additional Industrial customers and adding additional parts for the Aftermarket.

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

a) CONSERVATION OF ENERGY

Various measures for conservation of energy at all levels have been taken by the Company.

b) TECHNOLOGY

Our technology had been imported from our Collaborators, Spicer Gelenkwellenbau GmbH, Germany in 1984. Since then upgradation has continued in consultation with various Agencies.

c) FOREIGN EXCHANGE EARNING AND OUTGO

The Foreign Exchange earnings and outgo are as under (Rs. in lacs)

1. Foreign Exchange Earnings 1614.74

2. Foreign Exchange Outgo on account of import 16.89

3. Foreign Exchange Outgo on account of travel 15.46

Total Foreign Exchange outgo 32.35

Net Foreign Exchange earnings 1582.39

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

DIRECTORS

Your directors express their profound grief on the sad demise of Mr. K. H. Captain on January 26, 2013. Your directors place on record their appreciation of the valuable service and guidance given by him during the tenure of his directorship with the Company.

Mr. S. C. Saran, Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

COMPLIANCE CERTIFICATE

A Compliance Certificate from a secretary in Whole-time Practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31,2013 is attached hereto.

LISTING

The Equity Shares of the Company are listed at the BSE Limited. The company has paid the Annual Listing Fees to them for the year 2013-2014.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

Statutory Auditors :

M/s. J. L. Bhatt & Company, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offerthemselves for reappointment.

You are requested to appoint Auditors and to fix their remuneration.

Cost Auditors:

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956 the Board has appointed M/s. CY & Associates, Cost Accountants as the Cost Auditors of the Company for Audit of Cost Accounting records of the Company for the year ended March 31,2013. They will continue to be Cost Auditors of the Company for the financial year 2013-14

INDUSTRIAL RELATIONS

A wage agreement has been settled with the Union in October 2012 which will be in force till 31st March 2016.

The overall industrial relations in the Company have been cordial. Your Directors once again wish to place on record their appreciation for the contribution made by the employees at all levels to the continued growth and prosperity of the Company.

ACKNOWLEDGEMENT

Your directors wish to place on record, their appreciation for the continued support of the Customers, Financial Institutions, Bankers and Suppliers.

For and on behalf of the Board of Directors

S C SARAN

Date: May 06, 2013 CHAIRMAN

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Mar 31, 2012

The Directors have pleasure in presenting the Thirtieth Annual Report together with the Statement of Accounts for the year ended on March 31, 2012

FINANCIAL RESULTS

During the year under review, net sales turnover was Rs. 5348.97 lacs as against Rs.4654.16 lacs during the corresponding previous year. Export earnings were Rs.1577.87 lacs as against Rs.1223.75 lacs during the corresponding previous year. Profit after tax was Rs. 147.33 lacs as against Rs.54.54 lacs for the previous year.

2011-2012 2010-201 (Rs. in lakhs) (Rs. in lakhs)

SALES 5348.97 4654.16

PROFIT 3 376.19 207.25 Less: Depreciation 69.16 68.60 Interest 93.88 63.09

213.15 75.56

PROFIT BEFORE TAX 213.15 75.56 Less: Provision for Taxation Current Tax 70.00 24.00 Deferred Tax (4.18) (2.98)

PROFIT AFTER TAX 147.33 54.54 Surplus brought forward from Previous Year 300.19 304.08

PROFIT AVAILABLE FOR APPROPRIATION 447.52 358.61 General Reserve 20.00 6.00 Proposed Dividend 74.92 44.95 Tax on Proposed Dividend 12.44 7.47 Surplus Carried Forward 340.16 300.19

DIVIDEND

The Board of Directors are pleased to recommend a dividend of 50% on 14,98,450 Equity Shares of Rs. 10/- each.

OUTLOOK Certifications :

The Company has taken various steps to further improve the quality systems which are in place for the last several years.

Second Surveillance audit for ISO/TS 16949:2009 for Quality Management System and ISO 14001- 2004 for Environmental Management System have been completed successfully in June and July 2012 respectively.

Business :

Overseas Market : In spite of the international economic slowdown, the Company is expecting an increase in the export for the financial year 2012-13 by 8 to 10%. This is due to the development of additional customers from whom regular orders are expected during the second half of the financial year 2012-13.

Domestic Market : Based on the forecast given by our existing domestic customers, we expect a growth between 5 to 8% in the domestic market during the year 2012-13.

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

a) CONSERVATION OF ENERGY

Various measures for conservation of energy at all levels have been taken by the Company.

b) TECHNOLOGY

Our technology had been imported from our collaborators, Spicer Gelenkwellenbau GmbH, Germany in 1984. Since then upgradation has continued in consultation with various Agencies.

c) FOREIGN EXCHANGE EARNING AND OUTGO

The Foreign Exchange earnings and outgo are as under (Rs. in lacs)

1. Foreign Exchange Earnings 1577.87

2. Foreign Exchange Outgo on account of import 17.31

3. Foreign Exchange Outgo on account of travel 5.08

4. Foreign Exchange Outgo on others 4.89

Total Foreign Exchange outgo 27.28



Net Foreign Exchange earnings 1550.59



FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

iii) they had 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 of fraud and other irregularities;

iv) they had prepared the annual accounts on a going concern basis.

DIRECTORS

Mr. Shiamak Marshall, Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. A.R. Rajwade was reappointed as the Managing Director of the Company for a further period of two years with effect from May 17, 2012. The said re-appointment is subject to the confirmation of the members of the Company. Your directors recommend the re-appointment of Mr. A.R. Rajwade as the Managing Director of the Company.

Information required in terms of Clause IV of Part 1 (B) of Section II of Part II of Schedule XIII pertaining to the remuneration package, service contract, notice period etc. has been provided in the Explanatory Statement to the Notice convening this Annual General Meeting.

COMPLIANCE CERTIFICATE

A Compliance Certificate from a secretary in Whole-time Practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31, 2012 is attached hereto.

LISTING

The Equity Shares of the Company are listed at the BSE Limited. The company has paid the Annual Listing Fees to them for the year 2012-2013.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s. J. L. Bhatt & Company, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment.

You are requested to appoint Auditors and to fix their remuneration.

INDUSTRIAL RELATIONS

The overall industrial relations in the Company have been cordial. Your Directors once again wish to place on record their appreciation for the contribution made by the employees at all levels to the continued growth and prosperity of the Company.

ACKNOWLEDGEMENT

Your directors wish to place on record, their appreciation for the continued support of the Customers, Financial Institutions, Bankers and Suppliers. Your Directors also wish to record their appreciation for the valuable contribution made by the employees at all levels.

For and on behalf of the Board of Directors



S. C. SARAN Date : April 16, 2012 CHAIRMAN

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Mar 31, 2011

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Statement of Accounts for the year ended on March 31, 2011

FINANCIAL RESULTS:

During the year under review, net sales turnover was Rs.4653.25 lacs as against Rs. 3337.82 lacs during the corresponding previous year. Export earnings were Rs. 1223.75 lacs as against Rs. 718.25 lacs during the corresponding previous year. Profit after tax was Rs. 54.54 lacs as against Rs. 20.38 lacs for the previous year.

2010-11 2009-10

(Rs. in lakhs) (Rs. in lakhs)

SALES 4653.25 3337.82

PROFIT 207.25 144.45

Less:

Depreciation 68.60 73.47

Interest 63.09 52.59

75.56 18.39

Add: Prior Period Adjustment (Net) - 11.29

PROFIT BEFORE TAX 75.56 29.68

Less: Provision for Taxation

Current Tax 24.00 12.00

Deferred Tax (2.98) (2.70)

PROFIT AFTER TAX 54.54 20.38

Surplus brought forward from Previous

Year 304.08 302.25

PROFIT AVAILABLE FOR APPROPRIATION 358.61 322.63

General Reserve 6.00 1.00

Proposed Dividend 44.95 15.00

Tax on Proposed Dividend 7.47 2.55

Surplus Carried Forward 300.19 304.08



DIVIDEND

The Board of Directors are pleased to recommend a dividend of 30% on 14,98,450 Equity Shares of Rs. 10/-each.

OUTLOOK

Certifications:

The Company has taken various steps to maintain/improve the Quality Management Systems as per ISO/TS16949:2002 and Environmental Management Systems as per IS014001 -2004 which are in place for last several years.

The Surveillance Audit for ISO/TS 16949:2002 has been successfully completed on 13th May 2011.

Surveillance Audit for ISO 14001-2004 is scheduled in first week of July 2011.

Business:

Overseas Market : Because of improvement in the international market, we could export the goods worth Rs. 1223.75 lacs during^the financial year 2010-11. As against 35% growth expected as reported last year, we could achieve growth.of 70%.

Domestic Market : The domestic market was continuously growing and as against 25% expected growth, we could achieve growth of 40%.

We are planning for 20% growth in the export as well as domestic sales for the financial year 2011 -12. This growth is expected through business from the new customers developed by us /underdevelopment.

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

a) CONSERVATION OF ENERGY

Various measures for conservation of energy at all levels have been taken by the Company.

Through various developments, we have been able to reduce the energy cost from 3.5% to 3.00% of sales, in spite of increase in the energy rates.

b) TECHNOLOGY

Our technology had been imported from our Collaborators, Spicer Gelenkwellenbau GmbH, Germany in 1984. Since then upgradation has continued in consultation with various Agencies. So as to improve the technology further, we have added various machines and established a full-fledged R&D cell.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

iii) they had 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 of fraud and other irregularities;

iv) they had prepared the annual accounts on a going concern basis

DIRECTORS

Mr. Jehangir H. C. Jehangir and Mr. K. H. Captain, Directors of the Company, retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

During the year Mr. Eric Paul Haag resigned as director of the company with effect from January 14, 2011. Your directors place on record its appreciation of the valuable service and guidance given by him during the tenure of his directorship with the Company.

COMPLIANCE CERTIFICATE

A Compliance Certificate from a secretary in Whole-time Practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31, 2011 is attached hereto.

LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The company has paid the Annual Listing Fees to them for the year 2011-2012.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s. J. L. Bhatt & Company, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment.

You are requested to appoint Auditors and to fix their remuneration.

INDUSTRIAL RELATIONS

The overall industrial relations in the Company have been cordial. Your Directors once again wish to place on record their appreciation for the contribution made by the employees at all levels to the continued growth and prosperity of the Company.

ACKNOWLEDGEMENT

Your directors wish to place on record, their appreciation for the continued support of the Customers, Financial Institutions, Bankers and Suppliers. Your Directors also wish to record their appreciation for the valuable contribution made by the employees at all levels and the unstinting support of the collaborators.

For and on behalf of the Board of Directors

S. C. SARAN

CHAIRMAN

Place Mumbai

Date : May 23, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the Statement of Accounts for the year ended on March 31,2010

FINANCIAL RESULTS:

During the year under review, net sales turnover was Rs.3337.82 lacs as against Rs.2978.61 lacs during the corresponding previous year. Export earnings were Rs.718.25 lacs as against Rs.1373.20 lacs during the corresponding previous year. Profit after tax was Rs. 20.38 lacs as against Rs. 18.40 lacs for the previous year.

2009-10 2008-09 (Rs. in lacs) (Rs. in lacs)

SALES 3337.82 2978.61

PROFIT 144.45 142.59

Less: Depreciation 73.47 68.83

Interest 52.59 63.33

18.39 10.43

Add: Prior Period Adjustment (Net) 11.29 21.81

PROFIT BEFORE TAX 29.68 32.24

Less: Provision for Taxation

Current Tax 12.00 2.26

Fringe Benefit Tax 0.00 3.71

Deferred Tax (2.70) 7,87

PROFIT AFTER TAX 20.38 18.40

Surplus brought forward from Previous Year 302.25 301.90

PROFIT AVAILABLE FOR APPROPRIATION 322,63 320.30

General Reserve 1,00 0.50

Proposed Dividend 15.00 15.00

Tax on Proposed Dividend 2.55 2.55

Surplus Carried Forward 304.08 302.25

DIVIDEND

The Board of Directors are pleased to recommend a dividend of 10% on 14,98,450 Equity Shares of Rs. 10/-each.

OUTLOOK

Certifications:

The Company has taken various steps to maintain/improve the quality systems which are in place for last several years. Surveillance audit for ISO/TS16949:2002 for Quality Management System and IS014001-2004 for Environmental Management System successfully completed in June 2009 and August 2009 respectively.

Re-certification Audit for ISO/TS 16949:2002 is due in May 2010. Re-certification Audit for ISO 14001-2004 also is due in June 2010. We are reasonably confident to comply with the requirements.

The Company has received Certificate of Recognition for Export House from the Joint Director General of Foreign Trade, Government of India, Ministry of Commerce &. Industry for a period of five years effective from 1 st April 2009 to 31 st March 2014.

Business:

Overseas Market : Due to the international economicslow down, during 2009-10, we could export goods worth Rs. 718.25 Lacs. For the financial year 2010-11, we are expecting a growth of about 35%. We expect to achieve this through development of Double Cardan Shafts and new export customers.

Domestic Market: In view of the present situation which is slightly better as compared to the two quarters of the previous financial year, we expect to maintain a 25% growth in the domestic market during the year 2010-11..

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

a) CONSERVATION OF ENERGY

Various measures for conservation of energy at ail levels have been taken by the Company.

We are studying the possibility of use of Solar/Wind energy for certain applications, such as, Office Lighting, Street Lighting etc.

b) TECHNOLOGY

Our technology had been imported from our Collaborators, Spicer Galenkwellenbau GmbH, Germany in 1984. Since then upgradation has continued in

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

iv) they had prepared the annual accounts on a going concern basis.

DIRECTORS

Mr. S. C. Saran and Mr. Shiamak Marshall, Directors of the Company, retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

Mr. Phillip Rotman 11 resigned as director of the company with effect from 31 st May, 2009.

Mr. Eric Paul Haag was appointed as additional director of the company by the Board of Directors on July 30,2009. By virtue of Section 260 of the Companies Act, 1956, he holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment.

FORFEITURE OF SHARES

During the year, the Company forfeited 1,550 Equity Shares of Rs. 10/- each.

AUDITORS OBSERVATIONS

The observations made by auditors in the AuditorsReport are self explanatory.

COMPLIANCE CERTIFICATE

A Compliance Certificate from a secretary in Whole-time Practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31,2010 is attached hereto.

LISTING

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The company has paid the Annual Listing Fees to them for the year 2010-2011.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rule, 1975 and Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, as amended from time to time and forming part of this Report is annexed.

AUDITORS

M/s. J. L. Bhatt & Company, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment.

You are requested to appoint Auditors and to fix their remuneration.

INDUSTRIAL RELATIONS

The overall industrial relations in the Company have been cordial. Your Directors once again wish to place on record their appreciation for the contribution made by the employees at all levels to the continued growth and prosperity of the Company.

ACKNOWLEDGEMENT

Your directors wish to place on record, their appreciation for the continued support of the Customers, Financial Institutions, Bankers and Suppliers. Your Directors also wish to record their appreciation for the valuable contribution made by the employees at all levels and the unstinting support of the collaborators.

For and on behalf of the Board of Directors

Place Mumbai S.C.SARAN

Date : April 23,2010 CHAIRMAN