Exedy India Ltd. के निदेशक की रिपोर्ट

Mar 31, 2012

TO THE MEMBERS

The Directors hereby present the Thirty Eighth Annual Report together with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March 2012

1) FINANCIAL RESULTS:

2011-2012 2010-2011 Rs. in Lacs Rs. in Lacs

i) INCOME

Sale of products & other services (Net of Excise & inter division sales) 21,587.08 20,139.47

ii) EXPENSES

Manufacturing and other expenses 23,179.82 19,422.82

iii) OPERATING PROFIT

Before interest & Depreciation (1,592.74) 716.65

iv) INTEREST (556.07) (552.32)

v) GROSS PROFIT (Before depreciation) (2,148.81) 164.33

vi) DEPRECIATION (941.14) (807.49)

vii) PROFIT (After depreciation) (3,089.95) (643.16)

viii) PRIOR PERIOD ITEMS (28.44) (4.17)

ix) TAX IN RESPECT OF PREVIOUS YEAR (3.38) (0.15)

x) PROVISION FOR DEFERRED TAX (7.53) -

xi) PROVISION FOR CURRENT TAX - -

xii) TRANSFER FROM GENERAL RESERVES - -

xiii) PROFIT/(LOSS) AFTER TAX (3,129.30) (647.48)

xiv) Balance of profit / (loss) brought forward from previous year (356.66) 290.82

xv) Amount available for appropriations (3,485.96) (356.66)

xvi) APPROPRIATIONS

a) Dividend (Proposed) - -

b) Dividend Tax - -

c) Transfer to General Reserve - -

d) Balance carried to Balance Sheet (3,485.96) (356.66)

2) DELISTING

Board of Directors of the Company had approved the delisting proposal and subsequently obtained approval from the shareholders through postal ballot on 25th July, 2011 on request of one of the promoters EXEDY Corporation Japan.

Subsequently company has obtained final delisting approval from the Bombay Stock Exchange on 16th April, 2012.

3) DIVIDEND

The revenue account of your Company for the year has shown a loss of Rs 3129.30 lacs after providing for interest and depreciation. In view of the loss incurred, your directors do not recommend dividend this year.

4) OPERATIONS

Your Company has been operating plants under the policy laid down by EXEDY Corporation, Japan. Based on the policy of safety, quality, just in time quantity and cost, the company has minimized the number of accidents, even the minor one. Also waste from quality problems were reduced.

Sales have increased by around 7.4%, operating profit before interest and deprecation has decreased from Rs. 716.65 lacs to a loss of Rs. 1,592.74 lacs. Interest costs are high on account of high debt levels. Company incurred heavy burden from high interest as well as increase of imported material cost such as friction facing from Thailand due to very strongJPY against Rupee.

Your Company achieved production of 1.8 million Clutch Disc and 1.7 million Clutch Covers in 2011-12. Production of One Way Clutches was 1.7 million.

The passenger vehicle segment grew by 8% y-o-y. The Commercial vehicle segment had a 17% increase in sales. Increase of the passenger vehicle segment was slower than market expectation due to high petrol & diesel price and high interest on car loan. Especially Maruti Suzuki India Limited who is our biggest customer has reduced their production due to operator unrest, our sales were adversely impacted by this. Other automotive sector such as the commercial vehicle segment and two wheeler segment showed a smart growth.Two wheelers grew by 23%. Overall, the automotive sector showed a steady recovery from the recessionary phase.

The Sale of products during the year is as follows:

Particulars 2011-2012 2010-2011

A) Clutch Discs 18,32,742 Nos. 17,07,829 Nos.

B) Clutch Covers 17,07,274 Nos. 15,82,435 Nos.

C) One Way Clutch 16,95,551 Nos. 16,18,177 Nos.

Your Company incurred an operating loss of Rs. 1,592.74 lacs, during the current year as against an operating profit of Rs. 716.65 lacs for the previous year. The Sales (net of excise and inter division sales) and other income for the financial year under review was Rs.21,587.08 lacs as against Rs. 20,139.47 lacs for the previous financial year.

The loss is at Rs.3,129.30 lacs as against loss of Rs. 647.48 lacs in the previous year. Your company has been impacted by slow market growth and higher cost such as interest on loan and imported material by stronger JPY.

The Sales from April to July 2012-13 as compared to the same period in 2011-12 is as follows:

2012-2013 2011-2012

Clutch Disc Assly 16,28,707 Nos. 14,90,654 Nos.

Clutch Cover Assly 15,55,666 Nos. 13,91,146 Nos.

One Way Clutch 19,05,323 Nos. 14,19,695 Nos.

Net Turnover (net of excise and Inter division sales) Rs. 19,152.97 Lacs Rs. 16,574.34 lacs

New Development

Various new vehicle developments took place for vehicles to be launched in 2012-2013.

New Business

Your company has started production for new model at Maruti Suzuki India Limited and is in continuous discussion with various manufacturers for development of clutches fortwo, three and four wheelers

Finances

Your Company is considering various options to raise funds to finance additional manufacturing capabilities for existing products as well as new products. Your company has started company-wide financial restructuring process for investment of new business and for tight monitoring accounting work.

5) EXEDY CORPORATION

Exedy Corporation your Collaborators & Promoters have continued their valuable support in technology transfer, training our personnel at their as well as your factory and for up-gradation in technology. The Directors would like to place on record their appreciation for continuous patronage given by them.

6) RETIRING DIRECTOR

Mr. Sudhir S. Sathe has expressed his desire to step down as Director of your company. The Directors would like to place on record their appreciation for the continuous guidance and advice offered by him during his tenure.

7) BANKS AND INSTITUTIONS

The Banks have continued their assistance by giving adequate working capital facilities to the Company, which has been of immense help in the day to day cash flow. The long term lending banks have been giving their fullest support. Your Directors take this opportunity to express their appreciation for the excellent assistance and co-operation received from all the banks.

8) DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. The applicable accounting standards have been followed by the Company in preparation of the annual accounts for the year ended 31st March, 2012, along with proper explanation relating to material departures;

2. They have selected 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 ended 31st March, 2012 and of the profits of the Company for the year under review;

3. 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 fraud and other irregularities; and

4. They have prepared the annual accounts on a ''going concern'' basis.

9) PERSONNEL

Industrial relations between Management, Labour and Staff in the establishment at Aurangabad and Greater Noida have continued to be generally pleasant and harmonious during the year under review. Your Directors wish to place on record their deep appreciation of the excellent work done and cooperation extended by the employees at all levels in achieving the assigned tasks and goals.

10) INSURANCE

All the properties including buildings, plant and machinery, stocks etc. have been adequately insured.

11) PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956 ("The Act") read with the Companies (particular of EmployeesJRules, 1975 forms part of this report. As per the provision of Section 219(l)(b)(iv) of the Act, the Report and Accounts are being sent to the Shareholders of your company excluding the statement on particulars of employee under Section 217(2A) of the Act. Any shareholders interested in obtaining a copy of said statement may write to the Secretarial Department of your company.

12) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT-GO.

The required details are furnished in Annexure to this report.

13) AUDITORS

Messrs D. L. Shah & Company, Chartered Accountants, the retiring auditors of the Company have expressed their desire to step down as auditors of the Company for the financial year 2012-13 and have requested to be relived from the responsibility. The Board appreciates the services rendered by Messrs D. L. Shah & Company, Chartered Accountants as statutory auditors of the Company and accept their resignation.

The Board approached M/S ASA & Associates, Chartered Accountants, KS House, 118, Shahpur Jat, New Delhi to be appointed as Statutory Auditors of the Company for the financial year 2012-13 and M/s ASA & Associates, Chartered Accountants, being eligible gave their consent for such appointment as Statutory Auditor of our Company . Your Company wishes to appoint M/s ASA & Associates, Chartered Accountants, New Delhi as Statutory Auditors of the Company for the financial year 2012-13 subject to the approval of Members of the Company.

With respect to the Auditor''s report for the financial year 2011-12, specific notes forming part of the accounts referred to in the Auditors'' Report are self explanatory and give the complete information.

15) DEMATERILISATION OF SHARES

Your Company entered into an agreement with National Depository Services Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL), Mumbai for dematerialization of the equity shares of the Company. The members now have an option of dematerializing the shares with NSDL and CDSL.98.68 % of the total Equity capital is held in a dematerialized form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd.

For and on behalf of the Board of Directors

MAHESH. B. KOTHARI

Executive Chairman

Registered Office:

Plot No. L-4, MIDC Industrial Area,

Chikalthana, Aurangabad -431006,

Maharashtra.

Mumbai, 21st February, 2013

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Mar 31, 2011

THE MEMBERS

The Directors have pleasure in presenting the Thirty Seventh Annual Report together with the Audited Balance Sheet and Profit and Loss Account for the year ended 31st March, 2011.

1) FINANCIAL RESULTS: 2010-11 2009-10

Rs. in Lacs Rs. in Lacs

i) INCOME

Sale of products & other services 20563.13 16152.17 (Net of Excise & Inter division sales)

ii) EXPENSES

Manufacturing and other expenses (19850.65) (14882.85)

iii) OPERATING PROFIT

(before interest & depreciation) 712.48 1269.32

iv) INTEREST (552.32) (643.65)

v) GROSS PROFIT (before depreciation) 160.18 625.67

vi) DEPRECIATION (807.49) (732.00)

vii) PROFIT / (LOSS) (after depreciation) (647.33) (106.33)

viii) PROVISION FOR DEFERRED TAX - -

ix) PROVISION FOR CURRENT TAX - -

x) PROVISION FOR FRINGE BENEFIT TAX - -

xi) TAX IN RESPECT OF EARLIER YEARS (0.15) (0.21)

xii) TRANSFER FROM GENERAL RESERVES - -

xiii) PROFIT / (LOSS) AFTER TAX (647.48) (106.54)

xiv) Balance of profit brought forward from previous year 290.82 397.36

xv) Amount available for appropriations (356.66) 290.82

xvi) APPROPRIATIONS

a) Dividend (Proposed) - -

b) Dividend Tax - -

c) Transfer to General Reserve - -

d) Balance carried to Balance Sheet (356.66) 290.82

2) DELISTING

The Board of Directors of the Company has received a letter from EXEDY Corporation on May 30th, 2011, proposing a voluntary delisting of the equity shares of the Company from the Bombay Stock Exchange Limited (the "BSE") under Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (the "Delisting Regulations") with a view to acquire all the outstanding shares of the Company held by public shareholders and delist shares of the Company from the BSE (the "Delisting Proposal"). At present EXEDY Corporation holds 69.14% of the paid-up equity capital in the Company and Indian Promoters ("Ceekay Group"), hold 24.80% stake in the Company. Combined Promoters (EXEDY Corporation and Ceekay Group) shareholding in the Company is at 93.94%.

EXEDY Corporation had requested the Board of Directors of the Company to convene a board meeting to pass a resolution approving the delisting of the equity shares of the Company and seek consent of the equity shareholders of the Company for delisting of the equity shares of the Company by way of postal ballot in accordance with the provisions of Section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001.

Board of directors of the Company has approved the delisting proposal and subsequently obtained approval from shareholders through postal ballot on 25th July, 2011.

3) CHANGE OF NAME

As a consequence of the acquisition of equity shares of the company by Exedy Corporation through preferential allotment and by way of an open offer from the company's public shareholders, Exedy Corporation's holding has increased to 69.14%.

Considering the above, Exedy Corporation holding a majority, as well as to align the company's operations with Exedy's global brand, the company has changed its name from "Ceekay Daikin Limited" to "Exedy India Limited".

The name change would enable the company to benefit considerably from the global recognition of the brand name "EXEDY" and goodwill and reputation attached to its product/services around the world.

4) DIVIDEND

The revenue account of your Company for the year has shown a loss of Rs 647.48 lacs after providing for interest, depreciation and tax liability. In view of the loss incurred your directors do not recommend dividend this year.

5) OPERATIONS

Sales have increased by 30%, operating profit before interest and deprecation has decreased from Rs.1,269.32 lacs to Rs. 712.48 lacs. Interest costs are high on account of high debt levels. Raw material costs have seen a sharp increase throughout the financial year 2010-11. Further, the loss on account of exchange fluctuation has increased from a gain of Rs. 172.97 lacs in 2009-10 to a loss in 2010-11 of Rs. 298.82 lacs.

Your Company achieved production of 1.69 million Clutch Disc and 1.58 million Clutch Covers in 2010- 11. Production of One Way Clutches was 1.61 million.

The passenger vehicle segment grew by 22% y-o-y, The Commercial vehicle segment had a 10% increase in sales. The LCV segment grew by 17%. Two wheelers grew by 20%. Overall, the automotive sector was stable and showed a steady growth.

The Sale of products during the year is as follows:

2010-11 2009-10

CLUTCH DISC 1707829 Nos. 1438978 Nos.

CLUTCH COVER 1582435 Nos. 1310770 Nos.

ONE WAY CLUTCHES 1618177 Nos. 1028746 Nos.

KITS & COMPONENTS Rs. 159.30 Rs. 262.16

Your Company made an operating profit of Rs.712.48 lacs, during the current year as against an operating profit of Rs.1,269.32 lacs for the previous year. The Sales (net of excise and inter division sales) and other income for the financial year under review was Rs. 20,563.13 lacs as against Rs. 16,152.17 lacs for the previous financial year.

The loss is at Rs. 647.48 lacs as against loss of Rs.106.54 lacs in the previous year. Your company has been impacted by high debt on its books, exchange loss on account of imports from Japan, and high material costs.

The Sales from April to June 2011-12 as compared to the same period in 2010-11 is as follows:

2011-12 2010-11

(APRIL-JUNE) (APRIL-JUNE)

Clutch Disc Asslys. 4,52,314 Nos. 3,86,531 Nos.

Clutch Cover Asslys. 4,28,985 Nos. 3,44,799 Nos.

One Way Clutch 3,47,914 Nos. 3,88,665 Nos.

Net Turnover Rs. 6,219.62 lacs Rs. 4,621.19 lacs

(net of excise and Inter division sales)

New Development

Various new vehicle developments took place for vehicles to be launched in 2011-12.

New Business

Your company is in continuous discussions with various manufacturers for development of clutches for two, three and four wheelers.

Finances

Your Company is considering various options to raise funds to finance additional manufacturing capabilities for existing products as well as new products.

6) BANKS AND INSTITUTIONS

The Banks have continued their assistance by giving adequate working capital facilities to the Company, which has been of immense help in the day to day cash flow. The long term lending banks have been giving their fullest support. Your Directors take this opportunity to express their appreciation for the excellent assistance and co-operation received from all the banks.

7) DIRECTORS' RESPONSIBILITY STATEMENT

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

1. The applicable accounting standards have been followed by the Company in preparation of the annual accounts for the year ended 31st March, 2011, along with proper explanation relating to material departures;

2. They have selected accounting policies and applied them consistently and made judgements 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 ended 31st March, 2011 and of the loss of the Company for the year under review;

3. 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 fraud and other irregularities; and

4. They have prepared the annual accounts on a 'going concern' basis.

8) PERSONNEL

Industrial relations between Management, Labour and Staff in the establishments at Aurangabad and Greater Noida have continued to be generally pleasant and harmonious during the year under review. Your Directors wish to place on record their deep appreciation of the excellent work done and cooperation extended by the employees at all levels in achieving the assigned tasks and goals.

9) INSURANCE

All the properties including buildings, plant and machinery, stocks etc. have been adequately insured.

10) PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956 ("The Act") read with the Companies (particular of Employees)Rules, 1975 forms part of this report. As per the provision of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the Shareholders of your company excluding the statement on particulars of employee under Section 217(2A) of the Act. Any shareholders interested in obtaining a copy of said statement may write to the Secretarial Department of your company.

11) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT-GO.

The required details are furnished in Annexure to this report.

12) AUDITORS

The Company's Auditors, Messrs D. L. Shah & Company, Chartered Accountants, retire and being eligible, offer themselves for reappointment as Auditors. Specific notes forming part of the accounts referred to in the Auditors' Report are self explanatory and give the complete information.

13) DEMATERILISATION OF SHARES

Your Company entered into an agreement with National Depository Services Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL), Mumbai for dematerialization of the equity shares of the Company. The members now have an option of dematerializing the shares with NSDL and CDSL. 98.64 % of the total Equity capital is held in a dematerialized form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd.

For and on behalf of the Board of Directors

MAHESH. B. KOTHARI

Executive Chairman

Registered Office :

Plot L-4, MIDC Industrial Area,

Chikalthana, Aurangabad - 431 210.

Maharashtra.

Mumbai,

Dated : 25th July, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the Thirty Sixth Annual Report together with the Audited Balance Sheet and Profit and Loss Account for the year ended 31 st March, 2010.



1) FINANCIAL RESULTS: 2009-10 2008-09

Rs. in Lacs Rs. in Lacs

i) INCOME

Sale of products & other services 16152.17 10702.58

(Net of Excise & Inter division sales)

ii) EXPENSES

Manufacturing and other expenses (14882.85) (10311.62)

iii) OPERATING PROFIT

(before interests depreciation) 1269.32 390.96

iv) INTEREST (643.65) (540.93)

v) GROSS PROFIT (before depreciation) 625.67 (149.97)

vi) DEPRECIATION (732.00) (580.87)

vii) PROFIT/(LOSS) (after depreciation) (106.33) (730.84)

viii) PROVISION FOR DEFERRED TAX - -

ix) PROVISION FOR CURRENT TAX - -

x) PROVISION FOR FRINGE BENEFIT TAX - (16.25)

xi) TAX IN RESPECT OF EARLIER YEARS (0.21) (0.74)

xii) PROFIT/(LOSS) AFTER TAX (106.54) (747.83)

xiii) Balance of profit brought forward

from previous year 397.36 1145.19

xiv) Amount available for appropriations 290.82 397.36

xv) APPROPRIATIONS

a) Dividend (Proposed)

b) Dividend Tax

c) Transfer to General Reserve - -

d) Balance carried to Balance Sheet 290.82 397.36



2) Equity infusion through Preferential Allotment strengthened balance sheet

Your Company issued and allotted 19,75,200 Equity Shares of Rs. 10/-(Rupees Ten Only) each at a price of Rs. 62/- (Rupees Sixty Two Only) per share to the i) Exedy Corporation, ii) Mahesh B. kothari & Mr. Pradeep B. Chinai (Mr. Mahesh Kothari & Mr. Pradeep B.Chinai being part of the existing promoter group) on a preferential basis in January, 2010 on receipt of Rs. 12.25 crore allotment money. As a result, the paid up capital of your Company is increased from Rs. 40,314,960/-to Rs.60,066,960/ - on allotment of 19,75,200 equity shares.

3) DIVIDEND

The revenue account of your Company for the year has shown a loss of Rs 106.54 lacs after providing for interest, depreciation and tax liability. In view of the loss incurred your directors do not recommend dividend this year.

4) OPERATIONS

Sales have increased by 40%, operating profit before interest and deprecation has increase from Rs. 390.96 lacs to Rs. 1269.32 lacs. Interest costs are high on account of high debt levels. Raw material costs have seen a sharp increase in the last quarter of 2009-10.

Your Company achieved production of 1.46 million Clutch Disc and 1.32 million Clutch Covers in 2009- 10. Production of One Way Clutches was 1.02 million.

The passenger vehicle segment grew by 27% y-o-y. The Commercial vehicle segment had a 22% increase in sales. The LCV segment saw the best performance in the automotive sector with a jump of 31%. Two wheelers grew by 22%. Overall, the automotive sector showed a smart recovery from the recessionary phase.

The Sale of products during the year is as follows:

2009-10 2008-09

CLUTCH DISC ASSLY 1438978 Nos. 10,79,710 Nos.

CLUTCH COVER ASSLY 1310770 Nos. 9,81,584 Nos.

ONE WAY CLUTCHES 1028746 Nos. 2,05,378 Nos.

KITS & COMPONENTS Rs. 262.16 Rs. 438.72

Your Company made an operating profit of Rs. 1,269.32 lacs, during the current year as against an operating profit of Rs. 390.96 lacs for the previous year. The Sales (net of excise and inter division sales) and other income for the financial year under review wasRs. 16,152.17 lacs as against Rs. 10,702.58 lacs for the previous financial year.

The loss is at Rs.106.54 lacs as against loss of Rs. 747.83 lacs in the previous year. Your company has been impacted by high debt on its books. However on a positive note the loss has came down substantially because of higher sales and control of expenses.

The Sales from April to June 2010-11 as compared to the same period in 2009-10 is as follows:

2009-10 2008-09

(APRIL-JUNE) (APRIL-JUNE)

Clutch Disc Asslys. 3,86,531 Nos. 3,04,281 Nos.

Clutch Cover Asslys. 3,44,799 Nos. 2,81,424 Nos.

One Way Clutch 3,88,665 Nos. 1,75,155 Nos.

Net Turnover Rs. 4,621.19 lacs Rs. 3185.26 lacs (net of excise and Inter division sales)

New Development

Various new vehicle developments took place for vehicles to be launched in 2010-11. These include the new Alto with K series engine, Toyota small car, etc.

New Business

New customers such as Honda Moter Cycle & Scooters and Suzuki Moter Cycle India Private Limited were added

Your company is in continuous discussions with various manufacturers for development of clutches for two, three and four wheelers.

Finances

Your Company is considering various options to raise funds to finance additional manufacturing capabilities for existing products as well as new products.

5) EXEDY CORPORATION

Exedy Corporation your Collaborators have continued their valuable support in technology transfer, training our personnel at their as well as your factory and for up-gradation in technology. The Directors would like to place on record their appreciation for continuous patronage given by them.

After completion of the Preferential Allotment & Open Offer, Exedy has been declared as promoter. They now control 69.14% of total share capital of your company. The future prospects of your company will benefit greatly with the increased involvement of Exedy.

6) BANKS AND INSTITUTIONS

The Banks have continued their assistance by giving adequate working capital facilities to the Company, which has been of immense help in the day to day cash flow. The long term lending banks have been giving their fullest support. Your Directors take this opportunity to express their appreciation for the excellent assistance and co-operation received from all the banks.

7) DIRECTORS RESPONSIBILITY STATEMENT

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

1. the applicable accounting standards have been followed by the Company in preparation of the annual accounts for the year ended 31st March, 2010, along with proper explanation relating to material departures;

2. they have selected 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 ended 31st March, 2010 and of the loss of the Company for the year under review;

3. 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 fraud and other irregularities; and

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

8) DIRECTORS

5. Mr. Hidihito Hisakawa has resigned as the Director of the Company on 26th November 2009. Board places on record its deep appreciation for the services rendered by him during his tenure.

6. Mr. Akira Hirai has been appointed as Managing Director of the Company from 27th July 2010.

7. Mr. Hideshi Shiba resigned as the Managing Director of the company on 27th July 2010 and has been appointed as Whole Time Director of the Company from 27th July, 2010.

8. Mr. Mahesh B. Kothari resigned as the Managing Director of the company on 27th July 2010 and has been appointed as Director & Executive Chairman of the company from 27th July, 2010

9. Mr. Sudhir Sathe has been appointed as Additional Director on 27,h July 2010.

9) PERSONNEL

Industrial relations between Management, Labour and Staff in the establishments at Aurangabad and Greater Noida have continued to be generally pleasant and harmonious during the year under review however there was labour unrest during November and December 2009 over wage dispute, which has been settled satisfactory. Your Directors wish to place on record their deep appreciation of the excellent work done and cooperation extended by the employees at all levels in achieving the assigned tasks and goals.

10) INSURANCE

All the properties including buildings, plant and machinery, stocks etc. have been adequately insured.

11) PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956 ("The Act") read with the Companies

(particular of Employees)Rules, 1975 forms part of this report. As per the provision of Section 219(1 )(b)(iv) of the Act, the Report and Accounts are being sent to the Shareholders of your company excluding the statement on particulars of employee under Section 217(2A) of the Act. Any sherholders interested in obtaining a copy of said statement may write to the Secretarial Department of your company.

12) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT-GO.

The required details are furnished in Annexure to this report.

13) AUDITORS

The Companys Auditors, Messrs D. L. Shah & Company, Chartered Accountants, retire and being eligible, offer themselves for reappointment as Auditors. Specific notes forming part of the accounts referred to in the Auditors Report are self explanatory and give the complete information.

Regarding observation of auditors for confirmation of balances of debtors, creditors, deposits and loans & advances, your company has obtained them for some of the accounts and the company is in the process of obtaining balances for the remaining accounts.

Further to their observation regarding non provision of Rs. 12.33 lacs as demanded by Provident Fund Authority, the matter is disputed and pending with Appellate Tribunal. As per requirement of the concerned authority Rs. 6.17 lacs i.e. 50% of amount is already deposited.

14) DEMATERILISATION OF SHARES

Your Company entered into an agreement with National Depository Services Ltd. (NSDL)and Central Depository Services (India) Ltd. (CDSL), Mumbai for dematerialization of the equity shares of the Company. The members now have an option of dematerializing the shares with NSDL and CDSL. 98.27 % of the total Equity capital is held in a dematerialized form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd.



Registered Office: Plot L-4,MIDC Industrial Area, Chikalthana,Aurangabad-431 210. Maharashtra. Mumbai, Dated:27 th July,2010 For and on behalf of the Board of Directors MAHESH.B.KOTHARI Executive Chairman