Directors Report of Federal-Mogul Goetze (India) Ltd.

Mar 31, 2025

Your Directors arc pleased to present the 70* Annual Report and Audited Financial Statement of Accounts for the financial year
ending 31“March, 2025.

1. FINANCIAL RESULTS [Rs. in lacs]

Particulars	1“ April 2024 to 31* March 2025	1* April 2023 to 31“ March 2024
Income from operations	1,76,928.88	1,66, 957.19
Other Income	5,665.64	4233.76
Total Income	1,82,594.52	1,71,190.95
Operating profit before finance charges, depreciation and exceptional item	30,398.64	25,039.46
Finance charges	582.19	478.21
Depreciation	8,024.43	7,770.71
Exceptional items	-	-
Net Profit before tax	21,792.02	16,790.54
Provision for taxation	-
Current tax	6,358.59	4,504.85
less: Deferred Tax	(546.05)	(219.46)
Profit After Tax	15,979.48	12,505.15
Other comprehensive income (net of taxes)	447.25	358.71
Total Comprehensive income	15,532.23	12,863.86
Profit brought forward from last year	70,202.60	57,338.74
Surplus/ (loss) earned forward to Balance Sheet	85,734.83	70.202.60

2 . OPERATIONS

During the financial year, the Gross

sales of the Company was

Rs. 1,76,928.88 lakhs as against

Rs. 1,66,957.19 lakhs for Hie financial
year ended 31“ March 2024. The Total
income of the Company was

Rs. 1,82,594.52 lakhs as against

Rs. 1,71,190.95 lakhs for the financial
year ended 31 “March 2024.

During the year under review, the

Company made a net profit after tax of
Rs. 15,979.48 lakhs as against the net
profit after tax of Rs 12,505.15 lakhs for
the financial year ended 31“ March

2024.

No amount is proposed to be

transferred to the general reserves. The
amount of Rs. 15,532.23 lakhs is
proposed to bo retained in the
Statement of Profit and Loss.

In view of requirement of funds for the
operations of the Company, no
dividend is recommended for the

financial year ending 31 “March 2025.

3 . NUMBER OF MEETINGS OF THE
BOARD AND AUDIT COMMITTEE

Details of the number of Board and
Audit Committee meetings held and
attended by Directors/ members and
composition of Audit Committee of the
Company are set out in the Corporate
Governance Report which forms port of
this Report as Annexure-1. The report
inter alia includes the list of credit
ratings obtained along with any
revisions thereto for oil debt instruments
of such entity or any fixed deposit
programmes or any scheme or proposal
of the entity involving mobilization of
funds.

4 .DECLARATION OF INDEPENDENT
DIRECTORS

The Company has received declarations
from all the Independent Directors
confirming the independence as per the
criteria prescribed under section 149(6)
of Companies Act, 2013 read with the

Schedules and Rules made thereunder
as well as Regulation 16(1 )(b) and 25 (8)
of the Securities and Exchange Board of
India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

5 .NOMINATION & REMUNERATION
POLICY

The Soard has on the recommendation
of Hie Nomination & Remuneration
Committee, adopted a policy for
selection and appointment (including
the criteria for determining quali¬
fications, positive attributes, and
independence of directors) and
remuneration of Directors including
Independent Directors, Key Managerial
Personnel, Senior Management
Personnel, and other employees. The
Nomination & Remuneration Policy is
attached as Annexure-2 and is also
available at

http://www.federalmogulgoetzci nd ia. n
et/wcb/documcnts/NOMINATION%20
AND%20R£MUNERATION%20POLICY.
pdf

6. MATERIAL CHANGES

Tenneco LLC, the ultimate global
holding Company of Federal-Mogul
Goctze (India) Limited merged with
Pegasus Merger Co., a corporation
established under the laws of Delaware
("Merger Sub") and a direct wholly
owned subsidiary of Pegasus Holdings
III, LLC (the "Parent"/" Acquirer") on
17^th November 2022. On 23^rd
November 2022, the Acquirer issued
Detailed Public Statement through
Manager to the Open Offer, BofA
Security India Limited. In this regard,
the Draft letter of offer dated
1* December 2023, was filed by the
Acquirer, with the Securities and
Exchange Board of India. The relevant
disclosures, as required by law had
been made from time to time to the
stock exchanges where the securities of
the Company arc listed. The Hon''blc
Securities Appellate Tribunal ("SAT")
passed an Order in favour of the
Acquirer. The Securities and Exchange
Board of India (*SEBI*) has filed an
appeal before the Hon''blc Supreme
Court of India against the judgement
dated 20* December 2024 passed by
the SAT.

During the year under review, VSG-
Bhiwadi plant signed a Long-Term
Settlement with Union, which will
remain in force from 12* March 2025 to
31''August2028.

The Company received summons dated
March 7, 2025 under Section 37 of the
Foreign Exchange Management Act,
1999 from Directorate of Enforcement,
Gurgaon Zonal Office, Haryana ("ED")
seeking inter alia details of the export
and import transactions of the
Company from 2018 till 2025. The
Company has submitted part details to
the ED twice and is in the process of
compiling further details for sub¬
mission, as required.

Further, no other material change,
which could affect the financial position
of the Company, occurred between the
end of the financial year of the
Company and the date of the Board
Report.

7. LOANS, GUARANTEE AND
INVESTMENTS

During the Financial Year ended 31*
March 2025; no Loan, Investment and

Guarantee under section 186 of the
Companies Act, 2013 was made by the
Company.

The Company has obtained the annual
certificate from its Statutory Auditor
pursuant to applicable provisions of
Foreign Exchange Management (Non¬
Debt Instruments) Rules, 2019 with
regard to its downstream investments.

8. CONTRACTS OR ARRANGEMENT
WITH RELATED PARTIES

During the financial year 2024-25, the
Company has entered into related party
transactions in terms of the Companies
Act, 2013 read with rules made
thereunder and regulation 23 of the
Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015,
which were in the ordinary course of
business and on arms'' length basis.
During the financial year 2024-25,
there were no transactions with related
parties which qualified os material
transactions in accordance with the
Company''s Policy under the Securities
and Exchange Board of India (Listing
Obligations and Disclosure Rcquirc-
-ments) Regulations, 2015 and
accordingly, the disclosure of Related
Party Transactions in Form AOC-2 is not
applicable.

The transaction with promoter/
promoter group entities holding 10
percent or more shareholdings orc
disclosed as notes to the financial
statement (Note No. 37), other than
which there are no other transactions.

9. SECRETARIAL STANDARDS

The Directors state that that applicable
Secretarial Standard''s i.e., SS-1 and
SS-2 relating to "Meeting of the Board
of Directors" and "General Meetings"
respectively have been duly followed by
the Company.

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

The information on conservation of
energy, technology absorption and
foreign exchange earnings and outgo
as stipulated under Section 134 of the
Companies Act, 2013 read with rules
made thereunder, is set out herewith as
Annexure-3 to this Report.

11. RENEWAL/ GREEN ENERGY

As a responsible corporate citizen, the
Company is inclined towards availing
Green Energy as far as possible for its
operations. During the year, the
Company took steps to avail 23 Mega
Watt of Solar Power for its Bangalore
Plant. The Company now acquires
around 95% of its overall Bangalore
Plant''s energy requirements from the
new Solar and eri sting Wind energy
sources. Availing Green Energy has not
only led to financial savings but also
helped the Company in considerably
reducing the carbon footprints
generated by the Bangalore Plant. The
Company is also evaluating Green
Energy projects for its other Plants.

12. RISK MANAGEMENT POLICY
The Company operates in an
environment which is affected by
various risks, some of which orc
controllable while some are outside the
control of the Company. Therefore,
pursuant to the requirements of the
Companies Act, 2013 and Regulation
21 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015, the Company has constituted a
Risk Management Committee. The
Company has also developed and
implemented the Risk Management
Policy covering the process of
identifying, assessing, mitigating,
reporting and review of critical risks
impacting the achievement of
Company''s objectives or threaten its
existence.

The Risk Management Committee of
the Company presently consisting of Mr.
Amit Mittal as Chairman (Managing
Director), Mr. Rajesh Jain (Independent
Director), Dr. Khalid Iqbal Khan (Whole¬
time Director-Legal & Company
Secretary) and Mr. Rishi Verma, Non¬
executive Director as members,
periodically reviews the robustness of
the Risk Management Policy. The
periodical update on the risk
management practices and mitigation
plan of the Company and subsidiary arc
presented to the Audit Committee and
Board of Directors. The Audit
Committee and Board periodically
review such updates and findings and
suggest areas where internal controls
and risk management practices can be

improved. More details on Risk
Management indicating development
and implementation of Risk
Management Policy including
identification of elements of risk and
their mitigation are covered in
Management Discussion and Analysis
section, which forms part of this Report.
There orc no risks which in the opinion
of the Board threaten the existence of
the Company. However, some of the
risks which may pose challenges arc set
out in the Risk Management Policy of the
Company.

13. DIVIDEND DISTRIBUTION
POLICY

Pursuant to Regulation 43A of Securities
and Exchange Board of India (Listing
Obligations and Disclosure
Requirements) (Second Amendment)
Regulations, 2016 the Company in its
Board Meeting held on 29* July 2016
hod approved the Dividend Distribution
Policy and the same is available on
Company''s website and can be
accessed at

http://www.federalmogulgoetzeindia.

net/web/documcnts/Fedcrol_Dividond

_Policy_29072016.pdf.

14. CORPORATE SOCIAL
RESPONSIBILITY

The Board of Directors at its meeting
held on 09* May 2014 approved the
Corporate Social Responsibility (CSR)
Policy for the Company pursuant to the
provisions of Section 135 of the
Companies Act, 2013 read with rules
made thereunder, on the
recommendations of the CSR
Committee. The CSR Policy of the
Company is available at
http://www.fedcralmogulgoctzcindia.n
et/web/documents/CSR%2 OPol i cy. pdf
The Company has constituted
Corporate Social Responsibility (CSR)
Committee. Presently, the committee
comprises the following members .

1) Mr. Amit Mittal, Chairman

2) Dr. Khalid Iqbal Khan, Member

3) Mr. Rajesh Jain, Member

4) Mr. Rayasam Venkatoromaiah,
Member

5) Ms. Nalini Jolly, Member

The Corporate Social Responsibility
Committee is required to institute a
transparent monitoring mechanism for

implementation of CSR projects or
programs or activities undertaken by
Company. Pursuant to the provisions of
Companies Act, 2013, the Company is
required to spend at least 2% of the
average net profits of the company
mode during the three immediately
preceding financial years on CSR
activities. The Company had an
allocated CSR budget of
Rs. 2,49,72,480/- for the financial Year
ended 31 * March 2025, which has been
duly spent. Out of the total of
Rs. 2,50,80,559/- spent during the
financial year, on excess expenditure of
Rs. 1,08,079/- was carried forward for
set off against the budget for the
financial year 2025- 26.

The activities and initiatives undertaken
by the Company during the financial
year 2024-2025 on CSR have been
detailed in the "Annual Report on CSR
activities* in accordance with the
Companies (Corporate Social
Responsibility Policy) Rules, 2014. The
policy on Corporate Social
Responsibility and "Annual Report on
CSR activities* are attached herewith as
Annexure- 4 & 5 to this Report.

In accordance with Section 198 of the
Companies Act, 2013, the Corporate
Social Responsibility (CSR) obligation for
the financial year 2025-26 has been
determined at Rs. 3,51,52,667/-.
During the financial year 2024-25, the
Company spent a total of
⁹2,50,80,559/- towards CSR activities,
which exceeded the prescribed
requirement for that year by
Rs. 1,08,079/-. After adjusting this
excess amount, the net CSR obligation
for the financial year 2025-26 stands at
Rs. 3,50,44,588/-.

Pursuant to Section 135 of the
Companies Act, 2013, the Board has
approved an amount of
Rs. 3,50,44,588/- for expenditure on
CSR activities during the financial year
2025-26.

15. DIRECTORS AND KEY
MANAGERIAL PERSONNEL

Presently, the Board consists of eight (8)
Directors namely, Mr. Rajesh Jain,
Chairman and Non-exccuti vc
Independent Director; Mr. Amit Mittal,
Managing Director and Chief Financial
Officer; Dr. Khalid Iqbal Khan, Whole

Time Director-Legal & Company
Secretary, Mr. Rayasam

Venkatoromaiah, Non-executive

Independent Director, Ms. Nalini Jolly,
Non-Executive Woman Independent
Director, Mr. Rishi Verma, Non¬
executive Non-Independent Director,
Mr. Jason Wesley Johnson, Non¬
executive Non-Independent Director
and Mr. Vishal Khairari, Non-executive
Non-Independent Director
Mr. Stephen Shaun Merry, Mr. K.C.S.
Pillai, Mr. K. N. Subramaniam and Mr.
Rajesh Sinha ceased to be Directors of
the Company w.e.f. close of business
hours of 30* May, 2024,15* December,

2024, 12* February, 2025 and 10*
January, 2025 respectively and Mr.
Rajesh Jain and Mr. Rayasam
Vcnkataramoioh were appointed as the
Director w.e.f. 13^fc February, 2025 and
16* December, 2024 respectively.

Mr. Andrea Vaccari was appointed w.e.f.
26* August, 2024, however he resigned
from his position w.e.f. 24* January,

2025.

In the Board Meeting held on 11*
August 2025, Mr. Amit MJttaf was
appointed as Managing Director and
Chief Financial Officer of the Company,
Mr. Rishi Verma, Mr. Jason Wesley
Johnson and Mr. Vishal Khairari were
appointed as Non-executive Non¬
Independent Directors of the Company.
In the same meeting, Mr. Thiagarajan
Kannan and Mr. Manish Chadha ceased
to be Directors of the Company due to
their resignations.

In accordance with Article 109 of the
Articles of Association of the Company,
Dr. Khalid Iqbal Khan is retiring by
rotation at the forthcoming Annual
General Meeting and being eligible,
offer himself for re-appointment.

The Company has received the
declaration from all the Independent
Directors of the Company that they
meet the legal criteria of independence.

16. SUBSIDIARY AND ASSOCIATE
COMPANY

Pursuant to Section 129(3) of the
Companies Act, 2013 read with Rule 5
of Companies (Accounts of Companies)
Rules, 2014, a statement containing
salient features of financial statement of
subsidiary i.e., Federal-Mogul TPR

(India] Limited forms part of the
consolidated financial statements
attached as Annexure-6. The financial
statements of the subsidiary company
and related information arc available
for inspection at the Registered Office of
the subsidiary company during business
hours on all days except Saturdays,
Sundays and public holidays upto the
date of the Annual General Meeting
(AGM) as required under Section 136 of
the Companies Act, 2013. Any member
desirous of obtaining a copy of the said
financial statements may write to the
Company Secretary at the Registered
Office of the Company. The financial
statements including the consolidated
financial statements, financial
statements of subsidiary and all other
documents required to be attached to
this report have been uploaded on the
website of your Company at
www.federalmogulgoetzeindia.net.

The performance and financial position
of the subsidiary company Le., Federal-
Mogul TPR (India) Limited has been
explained in its Board Report, which
forms port of this Report.

17. PUBLIC DEPOSITS

As on 31 * March 2025 your Company
had no unclaimed fixed deposits. No
fresh/ renewed deposits were invited or
accepted during the financial year.

18. UNPAID DIVIDEND AND
INVESTOR EDUCATION AND
PROTECTION

The Company did not have any
requirement to transfer funds to
Investor Education and Protection Fund
and no amount is lying in unpaid
dividend account of the Company
during the year under review.

19. SIGNIFICANT/MATERIAL
ORDERS PASSED BY THE
REGULATORS OR COURTS OR
TRIBUNALS

There were no significant/ material
orders passed by the Regulators or
Courts or Tribunals impacting the going
concern status of the Company and its
operations in future.

20. FORMAL ANNUAL EVALUATION
BY BOARD

In terms of provisions of the Companies
Act, 2013 read with Rules made
thereunder and Regulation 19 of the

Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015, the
Board of Directors, had evaluated the
effectiveness of the Board. Accordingly,
the performance evaluation of the
Board, each Director and the
Committees was carried out for the
financial year ended 31st March 2025.
The evaluation of the Directors was
based on various aspects which, inter
alia, included the level of participation
in the Meetings, knowledge and skills,
understanding of their roles and
responsibilities, business of the
Company along with the ethics and
integrity. The evaluation of the Board
and committees was inter alia based on
the aspects like Structure of the Board or
Committee, processes being followed to
achieve the objectives, effectiveness,
fulfillment of roles and responsibilities,
efficiency and direction etc.

21. OPINION OF THE BOARD WITH
REGARD TO INTEGRITY, EXPERTISE
AND EXPERIENCE (INCLUDING THE
PROFICIENCY) OF THE
INDEPENDENT DIRECTORS.

The Board is satisfied with regard to the
integrity, expertise and experience
(including proficiency) of the
Independent Directors.

22. DETAILS ON INTERNAL
FINANCIAL CONTROLS RELATED TO
FINANCIAL STATEMENTS

The Company has an Audit Committee
headed by a Non-executive
Independent Director, inter-alia, to
oversee the Company''s financial
reporting process, disclosure of
financial information, performance of
statutory and internal auditors,
functions, internal control systems,
related party transactions, investigation
relating to suspected fraud or failure of
internal audit control, to name a few, as
well os other areas requiring mandatory
review as per Regulation 18(3) of the
Securities and Exchange Board of Indio
(Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The powers of the Audit Committee,
inter-alia, include seeking information
from any employee, directing the
Company''s internal Audit function,
obtaining outside legal or other
professional advice and investigating

any activity of the Company within the
Committee''s terms of reference.

The Company has a well-defined
internal control system, which aims at
protection of Company''s resources,
efficiency of operations, compliances
with the legal obligations and
Company''s policies and procedures.

23. MANAGEMENT DISCUSSION
AND ANALYSIS:

(a) Industry structures and
developments

Automotive industry is perceived as one
of the key sectors of the economy.
India''s automotive industry is on the
growth path. Due to its strong forward
and backward linkages with several key
segments of the economy, automotive
industry has a strong multiplier effect
and acts as one of the drivers of
economic growth.

The auto industry is highly competitive,
consisting of organized as well as
unorganized sectors and is highly
fragmented with a significant number of
small and medium-sized companies
because of which the business rules are
changing to meet the tough competition
prevailing in the industry. Innovation,
technological upgradotion, and cost
saving hold the key to success to meet
the expectations of the exigent
competitive circumstances. However,
the Indian auto component industry has
been navigating through a period of
challenges.

During the financial year 2024-25, the
industry produced a total of 31,034,1 74
vehicles including Passenger Vehicles,
Commercial Vehicles, Three-Wheelers,
Two-Wheelers, and Quadricycles as
against production of 28,439,036
vehicles in the financial year 2023-24,
registering an aggregate growth of 9.1
percent.

The automotive industry continued its
growth during the financial year 2024¬
25. The domestic sale of Passenger
Vehicles improved by 2.0 percent and
Export volumes growth by 14.6% during
the financial year 2024-25 over the
same period last year. The overall
Commercial Vehicles segment domestic
sales decline by (1.2) percent whereas
export volumes growth by 23 percent in
financial year 2024-25 as compared to

Heavy Commercial Vehicle (M&HCVs)
witness flat growth and Light
Commercial Vehicle segment decline
(2.0) percent, during financial year
2025 over the same period last year.
During the financial year 2024-25, Two-
Wheelers domestic sale registered a
growth of 9.1 percent and export
volumes growth by 21.4 percent over
the last financial year. Within the Two-
Wheelers segment, domestic sale of
scooters and motorcycles witnessed a
growth of 17.4 and 5.1 percent
respectively, while sole of Mopeds grew
by 4 percent as compared to the last
year.

The domestic CV volumes had gained
traction during the first half of financial
year 2024-25 due to healthy
infrastructure spending aided by the
allocation for capital spending in Union
Budget 2024-25 and focus on the
replacement of old vehicles under the
green mobility. However, due to high
base effect coupled with perceived
slowdown in infrastructure activities
ahead of the General elections 2024,
resulted in subdued volumes for CV
Industry.

In financial year 2024-25 growth was
driven by mix of factors including
enhanced model of availability, new
product introductions, positive market,
rural market recovery and overcoming
challenges such as supply constraints of
chips etc. PV segment saw demand shift
towards SUV segment, that holds 65%
market share which significantly
contributed to the success.

Industry''s increasing focus is now being
put on vehicles operating with alternate
fuels. Automobile Companies arc
pressing the accelerator on cars
powered by CNG, Hybrid, Batteries and
the new age hydrogen fuel cells.

(b) Opportunities and Threats
The Parent Company continues to
support the Company with its
technological expertise. With widely
recognized brands, superior
technology, strong distribution network
and a committed team of employees,
the Company is well positioned to take
advantage of the opportunities and
withstand the market challenges. The
Company strives to create sustainable
profitable growth by using superior
technology and maintaining product
quality and offering wide range of

products at prices, which will give it a
competitive edge in the market.

Major regulatory interventions, such as
the accelerated transition to CAFE III,
StageV, alternate fuel, adoption of
electric vehicles, safety rules, scrappage
policy and stringent vehicle standards
are leading to a shift in vehicle
technology. This is creating significant
challenges, and your Company
perceives these challenges as potential
opportunities.

Your Company competes with many
independent manufacturers and
distributors of component parts.
Management continues to develop and
execute initiatives to meet the
challenges of the industry and to
achieve its strategy for sustainable
global profitable growth.

There arc limited sets of customers in
our business. Since, the competition is
intense, we compete with suppliers both
in the organized as well as unorganized
segments. Technological edge,
specialization, innovation and
networking shall determine the success
of the Company in this competitive
environment. Further, the policies of the
Government play a vital role in the
development of the automobile sector.
Your Company has been employing the
practices to proactively map the impact
of its activities on its performance and
profitability from economic

environment and social perspectives.

(c) Segment wise or product wise
performance

The Company deals principally in only
one segment i.e., automotive
components. Therefore, segment-wise
performance is not applicable. The
Company is inter-alia engaged in the
manufacturing and sale of Pistons,
Piston Rings, Pins, Valve Seats and
guides. The geographical information in
respect of revenue from customer is
given below: (fa. intake)

Details of	31* March	31 "March
finished	2025	2024
goods sold
Indio	1,57,969.27	150,880.29
Other
Countries	1^14,131.56	11,314.88

(d) Outlook

Though the financial year 2025-26
started on an optimistic note, auto

industry continues to keep a close watch
on geo-political developments, global
tariff impact, fuel prices and inflation.
Supply chain of parts continues to be an
orca of concern. The Financial Year
2025-26 is expected to witness
moderate growth in single digit owing
to the high base effect of previous year,
inflationary pressures, routine price
hikes and regulatory changes. The
Company is expecting a year of
consolidation for the Indian auto
industry with an overall single digit
growth over the previous year that
should auger well for the Company.

The Indian Auto Industry is poised for
growth amidst a mix of optimism and
challenges. Manufacturers are gearing
up with better supply chains and an
array of models to meet diverse
consumer demands. Economic growth
favorable government policies and an
anticipated good monsoon is expected
to fuel demand, especially in rural orcas
and the commercial vehicle sector,
which is closely linked to infrastructure
projects and economic activity,
including the automobile sector.

Multiple Government reforms continue
to boost the auto sector such as,
production incentive scheme (PLI),
vehicle scrappage policy, which aim to
reduce the number of old and defective
vehicles, bringing down vehicular air
pollutants, improving road and
vehicular safety, all these interventions
will have significant long-term
perspective.

However, the auto sector is still
grappling with fluctuating raw material
prices of steel, aluminum, copper,
precious metals and increasing fuel
prices which are likely to impact the
growth and fuel mix aspect of the
automobile sector. Thus, this year is
likely to be a challenging year for the
auto component industry.

The Company will endeavor to revitalize
in near future as demand for vehicles
witnesses further growth. To remain
competitive in the challenging and
demanding environment, the
benchmark needs to be kept high in
anticipation of the stated and unstated
needs of customers and markets.

(e) Risks and concern
The Company operates in an
environment, which is affected by
various risks, some of which ore
controllable while some are outside the

Ratio	FT	HF	Explanation to significant
	2024-25	2023-24	change wherever applicable
Debtors Turnover	5.87	6.16	-
Inventory Turnover	9.91	9.14	Better production planning imp¬ roved inventory holding period
Interest Coverage Ratio	37.40	37.11	Low Volume/mix during the year, due to Auto sector slow down.
Current Ratio	2.70	2.24	-
Debt Equity Ratio	-	-	-
Operating Profit Margin (%)	11.93	10.37	Due to lower business volume and mix impacted the profits during the year.
Net Profit Margin (%)	8.51	7.51	Due to lower business volume and one off impacting profitability
Fixed assets turnover ratio	3.69	3.52	-
Working capital	3.16	4.11	Due to lower business volumes
turnover ratio	_1	-_J
The details of return on net worth at standalone and consolidated levels are given below
Particulars Standalone		Standalone	Consolidated Consolidated
2025		2024	2025 2024
Return on net worth (%) 18.96		I7.70	18.11 16.66

control of the Company. However, the
Company has been taking appropriate
measures to mitigate these risks on a
continuous basis. Some of the risks that
arc potentially significant in nature and
need careful monitoring arc listed
hereunder:

Macro Indicators: The Indian
economy has been performing well
despite global challenges. The war in
Ukraine, Israel-Hamas and its global
implications will continue to have an
impact on India. It has led to increase in
crude oil, cooking oil and commodity
prices, which has in turn led to high
inflation. Further, global tariff war,
potential stock market turbulence and
weaker SIP return could erode
disposable income, the on-going
geopolitical conflicts could possibly
affect the auto industry in the medium
and short-term.

Raw material prices: Our profitability
and cost effectiveness may be affected
due to rise in the prices of raw materials
and other inputs.

Foreign Currency Risks: Exchange
rate fluctuations may have an adverse
impact on the Company.

Technical Intensive Industry: The

automobile industry is a technical
intensive industry and thus faced with a
constant demand for new designs,
knowledge of nascent technology to
meet market requirements.

Increasing competition: Increasing
competition in the auto equipment

sector, may put some pressure on the
market share.

(f) Adequacy of Internal Control
Systems

The Company has an Audit Committee
headed by a non - executive

Independent Director, inter-alia, to
oversee the Company''s financial
reporting process, disclosure of
financial information, performance of
statutory and internal auditors,

functions, internal control systems,
related party transactions, investigation
relating to suspected fraud or failure of
internal audit control, to name a few, as
well as other areas requiring

mandatory review as per provisions of
SEB! (Listing Obligations and Disclosure
Requirements) Regulations, 2015, with
the stock exchanges. The powers of the
Audit Committee, inter-alia, include
seeking information from any

employee, directing the Company''s
internal Audit function, obtaining outside
legal or other professional advice and
investigating any activity of the Company
within the Committee''s terms of
reference.

The Company has a well-defined internal
control system, which aims at protection
of Company''s resources, efficiency of
operations, compliances with the legal
obligations and Company''s policies and
procedures.

(g) Discussion on financial
performance with respect to
operational performance.

The required information forms part of
the Board''s Report and the members may
refer the some.

(h) Significant changes in Financial
Ratios

The key financial ratios are given as
below:

(i) Material developments in Human
Resources / industrial Relations
front, including number of people
employed

The focus of Learning and Development
was primarily on identifying and
building synergies in the L&D processes
and programs. Skill building in technical

and functional areas continued to
remain a priority and internal trainers
capability building was done through
''Train the Trainer'' programs to drive
this agenda.

Training and development hove always
been our priority.

The total number of permanent
salaried employees is 460 hourly
permanent is 2,474 as on March 31,
2025.

24. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements
of the Company for the financial year
2024-25, are prepared in compliance
with applicable provisions of the
Companies Act, 2013, Indian
Accounting Standards (Ind AS) under
the historical cost convention on the
accrual basis except for certain
financial instruments which are
measured at fair values and the

Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015. The
Consolidated Financial Statements
have been prepared on the basis of
Audited Financial Statements of the
Company and its subsidiary company,
as approved by their respective Board of
Directors.

25. AUDITORS AND AUDITORS*
REPORT

The shareholders at the 67th Annual
General Meeting (AGM) of the

Company held on 20th September,
2022, appointed Deloitte Haskins &
Sells, LLP Chartered Accountants, (Firm
registration no. 11 7366W/W-100018),
as the Statutory Auditors* as per section
139, 142 and other applicable

provisions, if any of the Companies Act,
2013 read with Companies (Audit and
Auditors) Rules, 2014, to hold office till
the conclusion of the 72^A AGM of the
Company to be held in the calendar
year 202 7.

26. EXPLANATIONS OR COMMENTS

ON AUDITOR''S QUALIFICATION/

RESERVATION/ ADVERSE REMARKS/
DISCLAIMER

There is no reservation or observation or
qualification or adverse remark or
disclaimer of Auditors* including
Secretarial Auditors of the Company in
their report.

The Board has duly examined the
Statutory Auditors* Report to the
accounts, which is self-explanatory.

27. INTERNAL AUDITORS

The Board, on the recommendation of
the Audit Committee has approved the
appointment of KPMG Assurance and
Consulting Services LLP, as the Internal
Auditors of the Company for the
Financial Year ended March 31, 2025,
vidc its resolution dated 2 8* May 2025.

28. MAINTENANCES OF COST
RECORDS AS PER SECTION 148 (1)
OF COMPANIES ACT, 2013 READ
WITH APPLICABLE RULE

Your Directors are pleased to inform you
that your Company falls in criteria as
specified for maintenance of cost
records under Section 148 (1) Of

Companies Act, 2013 read with
Companies (Cost Records and Audit)
Rules, 2014 as amended from time to
time. The Company has maintained
proper cost records os per the provisions
contained under the Companies Act,
2013.

29. COST AUDITORS

The Board, on the recommendation of
the Audit Committee has approved the
appointment of Sanjay Gupta &
Associates, Cost Accountants, as Cost
Auditor, for the financial year ending
31¹¹ March 2025. The Cost Auditors will
submit their report for the financial year
ending 31" March 2025 on or before the
due date.

In accordance with the provisions of
Section 148 of the Companies Act,
2013 read with rules made thereunder,
since the remuneration payable to the
Cost Auditors is required to be ratified
by the shareholders, the Board
recommends the same for approval by
shareholders at the forthcoming AGM.

30. SECRETARIAL AUDITORS
Pursuant to the provisions of Section
204 of the Companies Act, 2013 read
with corresponding Rules framed
thereunder, the Company had
appointed Deepika Gera, Company
Secretaries, New Delhi, as a Secretarial
Auditor, for a period of 5 years from the
conclusion of this 70 ^th Annual General
Meeting of the Company till the
conclusion of the 75* Annual General
Meeting of the Company to be held in
the calendar year 2030 to conduct its
Secretarial Audit.

In accordance with the provisions of
Regulation 24A of Securities and
Exchange Board of India (Listing
Obligations and Disclosure

Requirements) (Third Amendment)
Regulations, 2024, the appointment of
Secretarial Auditor is required to be
approved by shareholders. The Board
recommends the appointment of
Deepika Gera, Company Secretaries,
New Delhi, as Secretarial Auditor of the
Company for a period of 5 years.

31. ANNUAL SECRETARIAL AUDIT
REPORT

In terms of Section 204 of the
Companies Act, 2013 and Regulation
24A of the SE8I (Listing Obligations and
Disclosure Requirements) Regulations,
2015, the Secretarial Auditors have
submitted their report, confirming
compliance by the Company of all the
provisions of applicable corporate laws.
The Report does not contain any
qualification, reservation or adverse
remark. The Secretarial Audit Report is
annexed as Annexure-7 to this report.

32. ANNUAL SECRETARIAL
COMPLIANCE REPORT

The Annual Secretarial Compliance
Report for the financial year ended 31¹¹
March 2025 on compliance of all
applicable SEB! Regulations and
circulars/ guidelines issued thereunder,
was obtained from Deepika Gera,
Company Secretaries, New Delhi, and
was accordingly submitted to both the
stock exchanges i.e., BSE Limited and
National Stock Exchange Umitcd.

33. CORPORATE GOVERNANCE
REPORT

The Company is committed to good
corporate governance practices. The
Board endeavors to adhere to the

standards set out by the Securities and
Exchange Board of India (SEBI),
corporate governance practices and,
accordingly, has implemented all the
major stipulations prescribed.

A detailed corporate governance report
in line with the requirements of
Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015
regarding the corporate governance
practices followed by the Company and
a certificate of compliance from
Deepika Gera, Company Secretaries,
New Delhi, forms part of this Report as
Annexure-8

34. ANNUAL RETURN

In terms of Section 92(3) of the
Companies Act, 2013 and Rule 12 of
the Companies (Management and
Administration) Rules, 2014, the
Annual Return of the Company is
available on the website of the
Company at the link:
http.7/www.federalmogulgoctzeindia.n
et/web/Form_MGT_7 2024 25.pdf

35. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

A Business Responsibility and
sustainability Report as per Regulation
34 of the Securities and Exchange Board
of India (Listing Obligations and
Disclosure Requirements) Regulations,
2015, detailing the various initiatives of
the Company is attached as
Annexure - 9.

36. COMMITTEES OF DIRECTORS

The Company has following committees
of Directors:

1 .Audit Committee.

2 . Nomination and Remuneration
Committee.

3 .Stakeholders'' Relationship
Committee.

4. Corporate Social Responsibility
Committee.

5. Share Transfer Committee.

6. Risk Management Committee.
/.Committee of Independent Directors

to provide reasoned recomm¬
endation^) to the shareholders on
the open offer

The composition of Audit Committee,
Nomination & Remuneration

Committee, Stakeholders* Relationship
Committee, Corporate Social
Responsibility Committee, Share
Transfer Committee, Risk Management
Committee, and Committee of
Independent Directors has been
disclosed in corporate governance
report forming the part of this report.

37. DETAILS IN RESPECT OF FRAUDS

REPORTED BY AUDITOR''S UNDER
SECTION 143 (12) OF THE

COMPANIES ACT, 2013

Pursuoni to Section 134(3)(ca), no
incident of fraud has been reported by
the Auditors of the Company under
section 143(12) of the Companies Act,
2013.

38. VIGIL MECHANISM/ WHISTLE
BLOWER POLICY

The Company is committed to the
highest standards of ethical, moral and
legal business conduct. Accordingly, the
Board of Directors has formulated a
Whistle Blower Policy which is in
compliance with the provisions of
Section 1 77(10) of the Companies Act,
2013 and Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations,
2015. The policy provides for a
framework and process whereby
concerns can be raised by its employees
against any kind of discrimination,
harassment, victimization or any other
unfair practice being adopted against
them.

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

The Company has in place an anti¬
sexual harassment Policy and an
Internal Committee in line with the
requirements of The Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redrcssal) Act, 2013.
Internal Committee has been set up to
redress the complaints received
regarding sexual harassment. All
employees (permanent, contractual,
temporary, trainees) are covered under
the policy. The following is a summary of
sexual harassment complaints received
and disposed off during the financial
year 2024-25.

No. of complaints received: 3
No. of complaints disposed off: 2
Number of cases pending for more than
ninety days: Nil

During the year, the Company carried
out various awareness programs on
prevention of sexual harassment at
workplace.

40. COMPLIANCE OF THE
MATERNITY BENEFIT ACT 1961

The Company is in compliance of the
provisions relating to the Maternity
Benefit Act 1961.

41. PARTICULARS OF EMPLOYEES
AND RELATED DISCLOSURES

The Directors place on record their deep
appreciation for the contribution made
by the employees of the Company at all
levels and confirm that industrial
relations remained cordial and
industrial harmony was maintained.
The measures for the safety, training
and development of the employees
continued to receive top priority.

The information required under Section
197 of the Companies Act, 2013 road
with Companies (Appointment and
Remuneration of Managerial

Personnel) Rules, 2014 in respect of
Directors/ employees of your Company
is sot out in Annexure - 10 A 11 to this
Report.

42. SAFETY, HEALTH AND
ENVIRONMENT PROTECTION

The Company sustained its initiatives to
maintain a pollution free environment
by reduction/ elimination of waste,
optimum utilization of power and
preventive maintenance of equipment
and machinery to keep them in good
condition. The safety and health of the
people working in and around the
manufacturing facilities is the top
priority of the Company and we arc
committed to improving this
performance year-on-ycar.

43. CORPORATE INSOLVENCY
RESOLUTION PROCESS INITIATED
UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)

There is no corporate insolvency
resolution process initiated by or
against the Company under the
Insolvency and Bankruptcy Code, 2016
(IBC).

44. DETAILS OF THE DIFFERENCE
BETWEEN THE AMOUNT OF THE
VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING
A LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS

Not Applicable.

45. DIRECTORS'' RESPONSIBILITY
STATEMENT

Pursuant to the requirements of Section
134(3)(c) of the Companies Act, 2013,
with respect to Directors'' Responsibility
Statement, it is hereby confirmed that:

(a) in the preparation of the annual
accounts, the applicable accounting
standards have been followed along
with proper explanation relating to
motcrial departures.

(b) 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
of 31 * March 2025 and of the profit and
loss of the Company for the financial
year ended 31" March 2025. (c) the
directors have taken proper and
sufficient core for the maintenance of
adequate accounting records in
accordance with the provisions of the
Companies Act, 2013, for safeguarding
the assets of the Company and for
preventing and detecting fraud and
other irregularities.

(d) the directors have prepared the
annual accounts on a going concern
basis.

(c) thc directors have laid down internal
financial controls to be followed by the
Company and that such internal
financial controls orc adequate and
were operating effectively; and

(f) The directors have devised proper
systems to ensure compliance with the
provisions of all applicable laws and
that such systems were adequate and
operating effectively.
ACKNOWLEDGEMENT
Your Directors acknowledge with
sincere gratitude the co-operation and
assistance extended by the Bank(s),
Customers, Dealers, Vendors,
promoters, shareholders, Government
Authorities and all the other business
associates during the year under
review. The Directors also wish to place
on record their deep sense of gratitude
for the committed services of the
Executives, staff and workers of the
Company.

For and on behalf of the Board of Directors
Federal-Mogul Goetze (India) Limited

Sd/- Sd/-

T. Kannan Dr. Khalid Iqbal Khan

Managing Director Whole Time Director- Legal &

DIN: 10486912 Company Secretary

DIN :05253556

Date: 11* August 2025
Place: Gurugrom

---

Mar 31, 2024

Your Directors are pleased to present the 69^th Annual Report and Audited Financial Statement of Accounts for the financial year ending 31^st March, 2024.

FINANCIAL RESULTS [Rs. in lacs]

Particulars	1st April 2023 to 31st March 2024	1st April 2022 to 31st March 2023
Income from operations	1,66,957.19	1,60,854.23
Other Income	4,233.76	3,187.78
Total Income	1,71,190.95	1,64,042.01
Operating profit before finance charges, depreciation and exceptional item	25,039.46	21,007.16
Finance charges	478.21	382.31
Depreciation	7,770.71	7,728.69
Exceptional items	-	-
Net Profit before tax	16,790.54	12,896.16
Provision for taxation	-	-
Current tax	4,504.85	3,226.03
less: Deferred Tax	(219.46)	(53.04)
Profit After Tax	12,505.15	9,723.17
Other comprehensive income (net of taxes)	358.71	(126.32)
Total Comprehensive income	12,863.86	9,596.85
Profit brought forward from last year	57,338.74	47,741.89
Surplus/ (loss) carried forward to Balance Sheet	70,202.60	57,338.74

OPERATIONS

During the financial year, the Gross sales of the Company was Rs. 1,66,957.19 lakhs as against Rs. 1,60,854.23 lakhs for the financial year ended 31^st March 2023. The Total i n c o m e o f t h e C o m p a n y wa s Rs. 1,71,190.95 lakhs as against Rs. 1,64,042.01 lakhs for the financial year ended 31^st March 2023.

During the year under review, the Company made a net profit after tax of Rs. 12,505.15 lakhs as against the net profit after tax of Rs. 9,723.16 lakhs for the financial year ended 31^st March 2023.

No amount is proposed to be transferred to the general reserves. The amount of Rs. 70,202.60 lakhs is proposed to be retained in the Statement of Profit and Loss.

In view of requirement of funds for the operations of the Company, no dividend is recommended for the

financial year ending 31^st March 2024.

3. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

Details of the number of Board and Audit Committee meetings held and attended by Directors/ members and composition of Audit Committee of the Company are se t out in the Corporate Governance Report which forms part of this Report as Annexure-1. The report, inter-alia, includes the list of credit ratings obtained along with any revisions thereto for all the debt instruments of such entity or any fixed deposit programmes or any scheme or proposal of the entity involving mobilization of funds.

4. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming the independence as per the criteria prescribed under section 149(6) of Companies Act, 2013 read with the

Schedules and Rules made thereunder as well as Regulation 16(1)(b) and 25 (8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

5.NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, adopted a policy for selection and appointment (including the criteria for determining qualifications, positive attributes, and independence of directors) and remuneration of Directors including Independent Directors, Key Managerial Personnel, Senior Management Personnel, and other employees. The Nomination & Remuneration Policy is attached as Annexure-2 and is also available at

http://www.federalmogulgoetzeindia.n

et/web/documents/NOMINATION%20

AND%20REMUNERATION%20POUCY.

pdf

6. MATERIAL CHANGES

Tenneco Inc, the ultimate global holding Company of Federal-Mogul Goetze (India) Limited merged with Pegasus Merger Co., a corporation established under the laws of Delaware ("Merger Sub") and a direct wholly owned subsidiary of Pegasus Holdings III, LLC (the "Parent"/ ''Acquirer") on November 1 7, 2022. On 23^rd November 2022, The Acquirer issued Detailed Public Statement through Manager to the Open Offer, BofA Securities India Limited.

In this regard, the Draft letter of offer dated December 1, 2023, was filed by the Acquirer, with the Securities and Exchange Board of India. The relevant disclosures, as required by law had been made from time to time to the stock exchanges where the securities of the Company are listed.

No other material change, which could affect the financial position of the Company, occurred between the end of the financial year of the Company and the date of the Board Report.

7. LOANS, GUARANTEE AND INVESTMENTS

During the Financial Year ended 31^st March 2024; no Loan, Investment and Guarantee under section 186 of the Companies Act, 2013 was made by the Company.

The Company has obtained the annual certificate from its Statutory Auditor pursuant to applicable provisions of Foreign Exchange Management (NonDebt Instruments) Rules, 2019 with regard to its downstream investments.

8. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2023-2024, the Company has entered into related party transactions in terms of the Companies Act, 2013 read with rules made thereunder and regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which were in the ordinary course of business and on arms'' length basis.

During the financial year 2023-2024, there were no transactions with related parties which qualified as material

transactions in accordance with the Company''s Policy under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable.

The transaction with promoter/ promoter group entities holding 10 percent or more shareholdings are disclosed as notes to the financial statement (Note No. 38), other than which there are no other transactions.

9. SECRETARIAL STANDARDS

The Directors state that that applicable Secretarial Standard''s i.e., SS-1 and SS-2 relating to "Meeting of the Board of Directors" and "General Meetings" respectively have been duly followed by the Company.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with rules made thereunder, is set out herewith as Annexure-3 to this Report.

11. RENEWAL/ GREEN ENERGY

As a responsible corporate citizen, the Company is inclined towards availing Green Energy as far as possible for its operations. During the year, the Company took steps to avail 23 Mega Watt of Solar Power for its Bangalore Plant. The Company now acquires around 95% of its overall Bangalore Plant''s energy requirements from the new Solar and existing Wind energy sources. Availing Green Energy has not only led to financial savings but also helped the Company in considerably reducing the carbon footprints generated by the Bangalore Plant. The Company is also evaluating Green Energy projects for its other Plants.

12. RISK MANAGEMENT POLICY The Company operates in an environment which is affected by various risks, some of which are controllable while some are outside the control of the Company. Therefore,

pursuant to the requirements of the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee. The Company has also developed and implemented the Risk Management Policy covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company''s objectives or threaten its existence.

The Risk Management Committee of the Company presently consisting of Mr. T Kannan as Chairman (Managing Director), Dr. Khalid Iqbal Khan (Wholetime Director-Legal & Company Secretary), Mr. Manish Chadha (Director-Finance & CFO) and Mr. K. N. Subramaniam (Independent Director) as members, periodically reviews the robustness of the Risk Management Policy. The periodical update on the risk management practices and mitigation plan of the Company and subsidiary are presented to the Audit Committee and B o a r d o f D i r e c t o r s . T h e A u d i t Committee and Board periodically review such updates and findings and suggest areas where internal controls and risk management practices can be improved. More details on Risk Management indicating development and implementation of Risk Management Policy including identification of elements of risk and their mitigation are covered in Management Discussion and Analysis section, which forms part of this Report. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Risk Management Policy of the Company.

13. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 the Company in its Board Meeting held on 29^th July 2016 had approved the Dividend Distribution Policy and the same is available on

Company''s website and can be accessed at

ttp://www.federalmogulgoetzeindia.ne

t/web/documents/Federal_Dividend_P

olicy_29072016.pdf.

14. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors at its meeting held on 09^th May 2014 approved the Corporate Social Responsibility (CSR) Policy for the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with rules made thereunder, on the recommendations of the CSR Committee. The CSR Policy of the Company is available at http://www.federalmogulgoetzeindia.n et/web/documents/CSR%20Policy.pdf .The Company has constituted Corporate Social Responsibility (CSR) Committee. Presently, the committee comprises the following members:

1) Mr. T Kannan, Chairman

2) Dr. Khalid Iqbal Khan, Member

3) Mr. KN Subramaniam, Member

4) Mr. KC Sundareshan Pillai, Member

5) Ms. Nalini Jolly, Member

The Corporate Social Responsibility Committee is required to institute a transparent monitoring mechanism for implementation of CSR projects or programs or activities undertaken by the Company. Pursuant to the provisions of the Companies Act, 2013, the Company is required to spend at least 2% of the average net profits of the company made during the three immediately preceding financial years on CSR activities. The Company had an allocated CSR budget of Rs. 1,36,71,221/- for the financial Year ended 31^st March 2024, which has been duly spent.

The activities and initiatives undertaken by the Company during the financial year 2023-24 on CSR have been detailed in the "Annual Report on CSR activities" in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy on Corporate Social Responsibility and "Annual Report on CSR activities" are attached herewith as Annexure- 4 & 5 to this Report.

In accordance with the provisions of section 135 of the Companies Act 2013, the Board has approved an amount of Rs. 2,49,72,480/- for spending on CSR activities during the financial year 2024-25.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Presently, the Board consists of eight (8) Directors namely, Mr. K.N. Subramaniam, Chairman and Nonexecutive Independent Director; Mr. T Kannan, Managing Director; Dr. Khalid Iqbal Khan, Whole Time Director-Legal & Company Secretary; Mr. Manish Chadha, Chief Financial Officer & Finance Director, Mr. Rajesh Sinha, Whole-time Director; Mr. Stephen Shaun Merry, Non-Executive Director, Mr. K C Sundareshan Pillai, Nonexecutive Independent Director and Ms. Nalini Jolly, Non-Executive Woman Independent Director.

Mr. Vinod Kumar Hans ceased to be the Whole-time Managing Director w.e.f. close of business hours of 31^st January 2024 and Mr. T. Kannan was appointed as the Managing Director w.e.f. 1^st February 2024.

In accordance with Article 109 of the Articles of Association of the Company, Mr. Rajesh Sinha and Mr. Manish Chadha are retiring by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received the declarations from all the Independent Directors of the Company that they meet the legal criteria of independence.

16. SUBSIDIARY AND ASSOCIATE COMPANY

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts of Companies) Rules, 2014, a statement containing salient features of the financial statement of the subsidiary i.e., Federal-Mogul TPR (India) Limited forms part of the consolidated financial statements attached as Annexure-6. The financial statements of the subsidiary company and related information are available for inspection at the Registered Office of the subsidiary company during business hours on all days except Saturdays,

Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiary and all other documents required to be attached to this report have been uploaded on the website of your Company at www.federalmogulgoetzeindia.net.

The performance and financial position of the subsidiary company i.e., Federal-Mogul TPR (India) Limited have been explained in its Board Report, which forms part of this Report.

17. PUBLIC DEPOSITS

As on 31^st March 2024 your Company had no unclaimed fixed deposits. No fresh/ renewed deposits were invited or accepted during the financial year.

18. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant/ material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

19. FORMAL ANNUAL EVALUATION BY BOARD

In terms of provisions of the Companies Act, 2013 read with Rules made thereunder and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, had evaluated the effectiveness of the Board. Accordingly, the performance evaluation of the Board, each Director and the Committees was carried out for the financial year ended 31^st March 2024. The evaluation of the Directors was based on various aspects which, inter-alia, included the level of participation in the Meetings, knowledge and skills, understanding of their roles and responsibilities, business of the Company along with the ethics and integrity. The evaluation of the Board

and committees was inter alia based on the aspects like Structure of the Board or Committee, processes being followed to achieve the objectives, effectiveness, fulfillment of roles and responsibilities, efficiency and direction etc.

20. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS.

The Board is satisfied with regard to the integrity, expertise and experience (including proficiency) of the Independent Directors.

21. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has an Audit Committee headed by a Non-execu t i ve Independent Director, inter-alia, to oversee the Company''s financial reporting process, disclosure of financial information, performance of statutory and internal auditors, functions, internal control systems, related party transactions, investigation relating to suspected fraud or failure of internal audit control, to name a few, as well as other areas requiring mandatory review as per Regulation 18(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The powers of the Audit Committee, inter-alia, include seeking information from any employee, directing the Company''s internal Audit function, obtaining outside legal or other professional advice and investigating any activity of the Company within the Committee''s terms of reference.

The Company has a well-defined internal control system, which aims at protection of Company''s resources, efficiency of operations, compliances with the legal obligations and Company''s policies and procedures.

22. MANAGEMENT DISCUSSION AND ANALYSIS:

(a)Industry structures and developments

Automotive industry is perceived as one of the key sectors of the economy. India''s automotive industry is on the growth path. Due to its strong forward

and backward linkages with several key segments of the economy, automotive industry has a strong multiplier effect and acts as one of the drivers of economic growth.

The auto industry is highly competitive, consisting of organized as well as unorganized sectors and is highly fragmented with a significant number of small and medium-sized companies because of which the business rules are changing to meet the tough competition prevailing in the industry. Innovation, technological upgradation, and cost saving hold the key to success to meet the expectations of the exigent competitive circumstances. However, the Indian auto component industry has been navigating through a period of challenges.

During the financial year 2023-24, the industry produced a total of 28,434,742 vehicles including Passenger Vehicles, Commercial Vehicles (CVs), Three-Wheelers, Two-Whee l ers, and Quadricycles as against production of 25,940,344 vehicles in the financial year 2022-23, registering an aggregate growth of 9.6 percent.

The automotive industry continued its growth during the financial year 202324. The domestic sale of Passenger Vehicles improved by 8.4 percent in the financial year 2023-24 over the same period last year. The overall Commercial Vehicles segment grew by

0.6 percent in financial year 2023-24 as compared to the last financial year. The Medium & Heavy Commercial Vehicle (M&HCVs) witnessed a growth of 4.0 percent and Light Commercial Vehicle segment decline 1.5 percent, during financial year 2024 over the same period last year.

During the financial year 2023-24, Two-Wheelers domestic sale registered a growth of 13.3 percent and export volumes declined by 5.3 percent over the last financial year. Within the Two-Wheelers segment, domestic sale of scooters and motorcycles witnessed a growth of 12.5 and 14 percent respectively, while sale of Mopeds grew by 9 percent as compared to the last year.

The domestic CV volumes had gained traction during the first half of financial

year 2023-24 due to healthy infrastructure spending aided by the allocation for capital spending in Union Budget 2023-24 and focus on the replacement of old vehicles under the green mobility. However, due to high base effect coupled with perceived slowdown in infrastructure activities ahead of the General elections 2024, resulted in subdued volumes for CV Industry.

In financial year 2023-24 growth was driven by mix of factors including enhanced model of availability, new product introductions, positive market, rural market recovery and overcoming challenges such as supply constraints of chips etc. PV segment saw demand shift towards SUV segment, that holds 50% market share which significantly contributed to the success.

Industry''s increasing focus is now being put on vehicles operating with alternate fuels. Automobile Companies are pressing the accelerator on cars powered by CNG, Hybrid, Batteries and the new age hydrogen fuel cells.

(b) Opportunities and Threats The Parent Company continues to support the Company with its technological expertise. With widely recognized brands, superior technology, strong distribution network and a committed team of employees, the Company is well positioned to take advantage of the opportunities and withstand the market challenges. The Company strives to create sustainable profitable growth by using superior technology and maintaining product quality and offering wide range of products at prices, which will give it a competitive edge in the market.

Major regulatory interventions, such as the accelerated transition to BSVI phase-II, RDE, WLTP adoption of electric vehicles, safety rules, scrappage policy and stringent vehicle standards are leading to a shift in vehicle technology. This is creating significant challenges and your Company perceives these challenges as potential opportunities. Your Company competes with many independent manufacturers and distributors of component parts. Management continues to develop and execute initiatives to meet the

challenges of the industry and to achieve its strategy for sustainable global profitable growth.

There are limited sets of customers in our business. Since, the competition is intense, we compete with suppliers both in the organized as well as unorganized segments. Technological edge, specialization, innovation and networking shall determine the success of the Company in this competitive environment. Further, the policies of the Government play a vital role in the development of the automobile sector. Your Company has been employing the practices to proactively map the impact of its activities on its performance and profitability from economic environment and social perspectives.

(c) Segment wise or product wise performance

The Company deals principally in only one segment i.e., automotive components. Therefore, segment-wise performance is not applicable. The Company is inter-alia engaged in the manufacturing and sale of Pistons, Piston Rings, Pins, Valve Seats and guides the performance. The geographical information in respect of revenue from customer is given below:

Details of	31st	31st
finished	March	March
goods	2024	2023
sold
India	150,880.29	144,074.87
Other
countries	11,314.88	11,805.50

(d) Outlook

Though the financial year 2023-24 started on an optimistic note, auto industry continues to keep a close watch on geo-political developments, interest rates, fuel prices and inflation. Supply chain of parts continues to be an area of concern. The Financial Year 2024-25 is expected to witness moderate growth in single digit owing to the high base effect of previous year, inflationary pressures, routine price hikes and regulatory changes. The Company is expecting an year of consolidation for the Indian auto industry with an overall single digit growth over the previous year that should auger well for the Company.

The Indian Auto Industry is poised for growth amidst a mix of optimism and challenges. Manufacturers are gearing up with better supply chains and an array of models to meet diverse consumer demands. Economic growth favorable government policies and an anticipated good monsoon is expected to fuel demand, especially in rural areas and the commercial vehicle sector, which is closely linked to infrastructure projects and economic activity, including the automobile sector.

Multiple Government reforms continue to boost the auto sector such as, production incentive scheme (PLI), vehicle scrappage policy, which aim to reduce the number of old and defective vehicles, bringing down vehicular air pollutants, improving road and vehicular safety, all these interventions will have significant long-term perspective.

However, the auto sector is still grappling with fluctuating raw material prices of steel, aluminum, copper, precious metals and increasing fuel prices which are likely to impact the growth and fuel mix aspect of the automobile sector. Thus, this year is likely to be a challenging year for the auto component industry.

The Company will endeavor to revitalize in near future as demand for vehicles witnesses further growth. To remain competitive in the challenging and demanding environment, the benchmark needs to be kept high in anticipation of the stated and unstated needs of customers and markets.

(e) Risks and concern The Company operates in an environment, which is affected by various risks, some of which are controllable while some are outside the control of the Company. However, the Company has been taking appropriate measures to mitigate these risks on a continuous basis. Some of the risks that are potentially significant in nature and need careful monitoring are listed hereunder:

Macro Indicators: The Indian economy has been performing well

despite global challenges. The war in Ukraine, Israel-Hamas and its global implications will continue to have an impact on India. It has led to an increase in crude oil, cooking oil and commodity prices, which has in turn led to high inflation. With the RBI actively increasing interest rates, inflation has plateaued, the on-going geopolitical conflicts could possibly affect the auto industry in the medium and short-term. Raw material prices: Our profitability and cost effectiveness may be affected due to rise in the prices of raw materials and other inputs.

Foreign Currency Risks: Exchange rate fluctuations may have an adverse impact on the Company.

Technical Intensive Industry: The

automobile industry is a technical intensive industry and thus faced with a constant demand for new designs, knowledge of nascent technology to meet market requirements.

Increasing competition: Increasing competition in the auto equipment sector, may put some pressure on the market share.

(f) Adequacy of Internal Control Systems

The Company has an Audit Committee headed by a non-execu t i ve Independent Director, inter-alia, to oversee the Company''s financial reporting process, disclosure of financial information, performance of statutory and internal auditors, functions, internal control systems, related party transactions, investigation relating to suspected fraud or failure of internal audit control, to name a few, as well as other areas requiring mandatory review as per provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with the stock exchanges. The powers of the Audit Committee, inter-alia, include seeking information from any employee, directing the Company''s internal Audit function, obtaining outside legal or other professional advice and investigating any activity of the Company within the Committee''s terms of reference.

Ratio	FY 2023-24	FY 2022-23	Explanation to significant change wherever applicable
Debtors Turnover	6.16	6.09	-
Inventory Turnover	9.14	9.02	-
Interest Coverage Ratio	37.11	34.41	-
Current Ratio	2.24	1.89	-
Debt Equity Ratio		-	-
Operating Profit Margin (%)	10.37	8.02	-
Net Profit Margin (%)	7.51	5.88	-
Fixed assets turnover ratio	3.52	3.39	-
Working capital turnover ratio	4.11	5.19	Due to lower business volumes
The details of return on net worth at standalone and consolidated levels are given below Particulars Standalone Standalone Consolidated Consolidated 2023 2024 2023 2024 Return on net worth (%) 14.78 17.70 13.97 16.66

The Company has a well-defined internal control system, which aims at protection of Company''s resources, efficiency of operations, compliances with the legal obligations and Company''s policies and procedures.

(g) d iscussion on financial performance with respect to operational performance.

The required information forms part of the Board''s Report and the members may refer the same.

(h) Significant changes in Financial Ratios

The key financial ratios are given as below: (I) Material developments in Human Resources / Industrial Relations front, including number of people employed

The focus of Learning and Development was primarily on identifying and building synergies in the L&D processes and programs. Skill building in technical and functional areas continued to remain a priority and internal trainers capability building was done through ''Train the Trainer'' programs to drive this agenda.

Training and development have always been our priority.

The total number of permanent salaried employees is 539, hourly permanent is 2398 as on March 31,2024.

23. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company for the financial year 2023-24, are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Consolidated Financial Statements have been prepared on the basis of Audited Financial Statements of the Company

and its subsidiary company, as approved by their respective Board of Directors.

24.AUDITORS AND AUDITORS'' REPORT

The shareholders at the 67^th Annual General Meeting (AGM) of the Company held on 20^th September, 2022, appointed Deloitte Haskins & Sells, LLP Chartered Accountants, (Firm registration no. 117366W/W-100018), as the Statutory Auditors'' as per section 139, 142 and other applicable

provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, to hold office till the conclusion of the 72^nd AGM of the Company to be held in the calendar year 2027.

25. EXPLANATIONS OR COMMENTS ON AUDITOR''S QUALIFICATION/ RESERVATION/ ADVERSE REMARKS/ DISCLAIMER

There is no reservation or observation or qualification or adverse remark or disclaimer of Auditors'' including Secretarial Auditors of the Company in their report.

The Board has duly examined the Statutory Auditors'' Report to the accounts, which is self-explanatory.

26. MAINTENANCES OF COST RECORDS AS PER SECTION 148 (1) OF COMPANIES ACT, 2013 READ WITH APPLICABLE RULE

Your Directors are pleased to inform you that your Company falls in the criteria as specified for maintenance of cost records under Section 148 (1) Of Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. The Company has maintained proper cost records as per the provisions contained under the Companies Act, 2013.

27. COST AUDITORS

The Board, on the recommendation of the Audit Committee has approved the appointment of Sanjay Gupta & Associates, Cost Accountants, as Cost Auditor, for the financial year ending March 31, 2024. The Cost Auditors will submit their report for the financial year ending 31^st March 2024 on or before the due date.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with rules made thereunder, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval of shareholders at the forthcoming AGM.

28. SECRETARIAL AUDITORS Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, the Company had appointed Deepika Gera, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the financial year ended 31^st March 2024.

The Board has re-appointed Deepika Gera, Company Secretaries, New Delhi, as Secretarial Auditor of the Company for financial year 2024-25.

29. ANNUAL SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed as Annexure-7 to this report.

30. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Annual Secretarial Compliance Report for the financial year ended 31^st March 2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from Deepika Gera, Company Secretaries, New Delhi, and was, accordingly, submitted to both the stock exchanges i.e., BSE Limited and National Stock Exchange Limited.

31. CORPORATE GOVERNANCE REPORT

The Company is committed to good corporate governance practices. The Board endeavors to adhere to the standards set out by the Securities and Exchange Board of India (SEBI), corporate governance practices and, accordingly, has implemented all the major stipulations prescribed.

A detailed corporate governance report in line with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the corporate governance practices followed by the Company and a certificate of compliance from Deepika Gera, Company Secretaries, New Delhi, forms part of this Report as Annexure-8.

32. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual

Return of the Company is available on the website of the Company at the link: http://www.federalmogulgoetzeindia. net/web/Form_MGT_7_2023-2024_FINAL.pdf

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A Business Responsibility and sustainability Report as per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives of the Company is attached as Annexure - 9.

34. COMMITTEES OF DIRECTORS

The Company has following committees of Directors:

1. Audit Committee.

2. Nomination and Remuneration Committee.

3. Stakeholders'' Relationship Committee.

4. Corporate Social Responsibility Committee.

5. Share Transfer Committee.

6. Risk Management Committee.

7. Committee of Independent Directors to provide reasoned recommendation(s) to the shareholders on the open offer

The composition of Audit Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee and Committee of Independent Directors has been disclosed in corporate governance report forming the part of this report.

35. DETAILS IN RESPECT OF FRAUDS

REPORTED BY AUDITOR''S UNDER SECTION 143 (12) OF THE

COMPANIES ACT, 2013

Pursuant to Section 134(3)(ca), no incident of fraud has been reported by the Auditors of the Company under section 143(12) of the Companies Act, 2013.

36. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the

Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

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

The Company has in place an antisexual harassment Policy and an Internal Complaints Committee in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the year 20232024.

No. of complaints received: 1 No. of complaints disposed off: 1 During the year, the Company carried out awareness programmes on prevention of sexual harassment at workplace.

38. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels and confirm that industrial relations remained cordial and industrial harmony was maintained. The measures for the safety, training and development of the employees continued to receive top priority.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of

Directors/ employees of your Company is set out in Annexure - 10 & 11 to this Report.

39.SAFETY, HEALTH AND ENVIRONMENT PROTECTION

The Company sustained its initiatives to maintain a pollution free environment by reduction/ elimination of waste, optimum utilization of power and preventive maintenance of equipment and machinery to keep them in good condition. The safety and health of the people working in and around the manufacturing facilities is the top priority of the Company and we are committed to improving this performance year-on-year.

40. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC) There is no corporate insolvency resolution process initiated by or against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC).

41. DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE

VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

Not Applicable.

42.DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c)of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

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

(b) 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 of 31^st March 2024 and of the profit and loss of the Company for the financial year ended 31st March 2024.

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities.

(d) the directors have prepared the annual accounts on a going concern basis.

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, promoters, shareholders, Government Authorities and all the other business associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of the Executives, staff and workers of the Company.

For and on behalf of the Board of Directors Federal-Mogul Goetze (India) Limited

Sd/- Sd/- Sd/-

T. Kannan Manish Chadha Dr. Khalid Iqbal Khan

Managing Director Chief Financial Officer Whole Time Director- Legal &

DIN: 10486912 & Finance Director Company Secretary

DIN : 07195652 DIN : 05253556

Date: 29^th May 2024 Place: Gurugram

---

Mar 31, 2018

The Directors are pleased to present the 63rd Annual Report and Audited Financial Statement of Accounts for the financial year ending 31st March, 2018.

FINANCIAL RESULTS [Rs. in lacs]

Particulars	1st April 2017 to	1st April 2016 to
	31st March 2018	31st March 2017
Gross Sales (including other operating income)	133,733.31	138,710.60
Less : Excise Duty	(3,346.37)	(13,122.08)
Income from operations	130,386.94	125,588.52
Other income	2,487.99	2,634.90
Total Income	132,874.93	128,223.42
Operating profit before finance charges, depreciation
and exceptional item	21,641.33	20,947.43
Finance Charges	1,020.06	1,993.42
Depreciation	7,343.32	7,643.33
Exceptional items	-	-
Net Profit before tax	13,277.95	11,310.68
Less: Provision for the Taxation:
Current Tax	4,650.00	3,750.00
Deferred Tax	332.99	147.07
Profit after tax before other comprehensive income	8,294.96	7,413.61
Other comprehensive income (net of taxes)	239.23	(219.79)
Total comprehensive income	8,534.19	7,193.82
Profit brought forward from last year	22,881.10	15,687.28
Surplus / (loss) carried forward to Balance sheet	31,415.29	22,881.10

OPERATIONS

During the financial year, the Gross sale of the Company was Rs 133,733.31 lakhs as against Rs.138,710.60 lakhs for the financial year ended 31 st March 2017. The Total income of the Company was Rs.132,874.93 lakhs as against Rs.128,223.42 lakhs for the financial year ended 31 st March 2017.

During the year under review, the Company made a net profit after tax of Rs. 8,534.19 lakhs as against the net profit after tax of Rs.7,193.82 lakhs for the financial year ended 31st March 2017.

No amount is proposed to be transferred to general reserves. An amount of Rs. 8,534.19 lakhs is proposed to be retained in the Statement of Profit and Loss.

In view of requirement of funds for the operations of the Company, no dividend is recommended for the financial year ended 31st March, 2018.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings held and attended by directors/members and composition of Audit Committee of the Company are set out in the Corporate Governance Report which forms part of this Report as Annexure-1. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

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

(b) 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 31st March 2018 and of the profit and loss of the Company for the financial year ended 31st March 2018;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming the independence as per the criteria prescribed under section 149(6) of Companies Act, 2013 read with the Schedules and Rules made thereunder as well as Regulation 16(1)(b) and 25 (8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. NOMINATION & REMUNERATION POLICY

In view of the amendment in the Companies Act, 2013 due to enactment of the Companies (Amendment) Act, 2017, and thereafter, notification of SEBI (listing Obligations and Disclosure Requirements)(Amendment) Regulations, 2018, the Board of your Company had approved a revised policy at its meeting held on 29th May, 2018. The revised Nomination & Remuneration Policy is also available on website of the Company at http://www.federalmogulgoetzeindia.net /web/index.html. The statement containing salient features of Nomination & Remuneration Policy is attached as Annexure-2.

EXPLANATIONS OR COMMENTS ON AUDITOR’S QUALIFICATION/ RESERVATION/ ADVERSE REMARKS/ DISCLAIMER

There is no reservation or observation or qualification or adverse remark or disclaimer of Auditors’ including Secretarial Auditors’ of the Company in their report.

LOANS AND INVESTMENTS

During the Financial Year ended 31st March, 2018, no Loan, Investment and Guarantee u/s 186 of the Companies Act, 2013 was made by the Company. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES During the financial year 2017-18, the Company has entered into related party transactions in terms of the Companies Act, 2013 read with rules made thereunder and regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which were in the ordinary course of business and on arms’ length basis.

During the financial year 2017-18, there were no transactions with related parties which qualified as material transactions in accordance with the Company’s Policy under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable. Pursuant to Regulation 33 (3)(g) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Related Party Transactions will be uploaded on the website of your Company (www.federalmogulgoetze india.net) on half yearly basis. SECRETARIAL STANDARDS The Company complies with the applicable secretarial standards. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with rules made thereunder, is set out herewith as Annexure-3 to this Report.

RISK MANAGEMENT POLICY

The Company operates in an environment which is affected by various risks, some of which are controllable while some are outside the control of the Company. Therefore, pursuant to the requirements of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company’s objectives or threaten its existence.

There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Risk Management Policy of the Company.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 the Company in its Board Meeting held on 29 th July 2016 had approved the Dividend Distribution Policy. The Dividend Distribution Policy of the Company is attached herewith as Annexure-4 to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors at its meeting held on 09th May 2014 approved the Corporate Social Responsibility (CSR) Policy for the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with rules made thereunder, on the recommendations of the CSR Committee. The Company has constituted Corporate Social Responsibility (CSR) Committee. Presently, the committee comprises the following members :-

1) Mr. Vinod Kumar Hans, Chairman

2) Dr. Khalid Iqbal Khan, Member

3) Mr. KN Subramaniam, Member

4) Mr. K C Sundareshan Pillai, Member

The Corporate Social Responsibility Committee is required to institute a transparent monitoring mechanism for implementation of CSR projects or programs or activities undertaken by Company. Pursuant to the provisions of Companies Act, 2013, the Company is required to spend 2% of the average profits of the company during the previous 3 financial years. Therefore, the Company has incurred the total allocated budget of Rs. 155.11 lakhs on the CSR activities approved by CSR Committee and the Board of Directors.

The activities and initiatives undertaken by the Company during the financial year 2017-18 on CSR activities have been detailed in the Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy on Corporate Social Responsibility and Annual Report on CSR activities are attached herewith as Annexure - 5 & 6 to this Report.

In accordance with the provisions of section 135 of the Companies Act, 2013, the Board has approved an amount of Rs. 212.35 lakhs for spending on CSR activities during the financial year 201819.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Presently, the Board consists of ten (10) directors comprising of Mr. K.N. Subramaniam, Chairman and Nonexecutive Independent Director; Mr. Vinod Kumar Hans, Whole-time Managing Director; Dr. Khalid Iqbal Khan, Whole Time Director-Legal & Company Secretary; Mr. Manish Chadha, CFO & Finance Director, Mr. Rajesh Sinha, Whole-time Director; Mr. Mukul Gupta, Non-executive Independent Director; Mr. Sunit Kapur, Non-Executive Director; Mr. Mahendra Kumar Goyal, Non-executive Independent Director; Ms. Janice Ruskey Maiden, Non-Executive Director and Mr. K C Sundareshan Pillai, Nonexecutive Independent Director. In the Board Meeting held on 29th May, 2018, Dr. Khalid Iqbal Khan was appointed as Whole-time Director - Legal & Company Secretary for a period of three years.

In accordance with Article 109 of the Articles of Association of the Company, Mr. Vinod Kumar Hans and Mr. Sunit Kapur are retiring by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

SUBSI DIARY AND ASSOCIATE COMPANY

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts of Companies) Rules, 2014, a statement containing salient features of financial statement of subsidiary i.e. Federal-Mogul TPR (India) Limited forms part of the consolidated financial statements attached as Annexure-7. The financial statements of the subsidiary company and related information are available for inspection at the Registered Office of the subsidiary company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiary and all other documents required to be attached to this report have been uploaded on the website of your Company (www.federalmogulgoetzeindia.net).

The performance and financial position of the subsidiary company i.e. Federal-Mogul TPR (India) Limited has been explained in its Board Report, which forms part of annual report.

PUBLIC DEPOSITS

As at 31st March, 2018, your Company had no unclaimed fixed deposits. No fresh/ renewed deposits were invited or accepted during the financial year. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

FORMAL ANNUAL EVALUATION BY BOARD

In terms of provisions of the Companies Act, 2013 read with Rules made thereunder and regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had evaluated the effectiveness of the Board. Accordingly, the performance evaluation of the Board, each Director and the Committees was carried out for the financial year ended 31st March, 2018. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Meetings, Knowledge and skills, understanding of their roles and responsibilities, business of the Company along with the ethics and integrity. The evaluation of the Board and committees was inter alia based on the aspects like Structure of the Board or Committee, processes being followed to achieve the objectives, effectiveness, fulfillment of roles and responsibilities, efficiency and direction etc.

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has an audit committee headed by a Non-executive Independent Director, inter-alia, to oversee the Company’s financial reporting process, disclosure of financial information, performance of statutory and internal auditors, functions, internal control systems, related party transactions, investigation relating to suspected fraud or failure of internal audit control, to name a few, as well as other areas requiring mandatory review as per regulation 18(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The powers of the Audit Committee, inter-alia, include seeking information from any employee, directing the Company’s internal Audit function, obtaining outside legal or other professional advice and investigating any activity of the Company within the Committee’s terms of reference. The Company has a well-defined internal control system, which aims at protection of Company’s resources, efficiency of operations, compliances with the legal obligations and Company’s policies and procedures.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company for the financial year 201718, are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Consolidated Financial Statements have been prepared on the basis of Audited Financial Statements of the Company and its subsidiary company, as approved by their respective Board of Directors. ABRIDGED FINANCIAL STATEMENTS In terms of the provisions of regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and section 136 of the Companies Act, 2013, the Board of directors has decided to circulate the abridged annual report containing the salient features of the balance sheet and statement of profit and loss account to the shareholders for the financial year ending on March 31, 2018. Full version of the annual report will be available on Company’s website www.federalmogulgoetzeindia.net and will also be made available to investors upon request.

In support of the green initiative of the Ministry of Corporate Affairs, the Company has also decided to send all future communications, including the annual report through email to those shareholders, who have registered their email id with their depository participant/Company’s registrar and share transfer agent. In case any shareholder wishes to receive a printed copy of such communications, he/she may send a request to the Company, which will send a printed copy of the communication to the shareholder. AUDITORS AND AUDITORS’ REPORT At the 62nd AGM of the Company ,M/s. Walker Chandiok & Co., LLP Chartered Accountants, (Firm Registration No. 001076N/N500013), New Delhi were appointed as the Statutory Auditors’ as per section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, to hold office till the conclusion of the 67th AGM of the Company to be held in the calendar year 2022.

The written consent to such appointment and a certificate from M/s Walker, Chandiok & Co., LLP, Chartered Accountants, (Firm Registration No. 001 076N/N50001 3), have been received to the effect that the appointment is in accordance with the conditions prescribed under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and they satisfy the criteria specified under Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

The Board has duly examined the Statutory Auditors’ Report to the accounts, which is self-explanatory.

COST AUDITORS

The Board, on the recommendation of the Audit Committee has approved the appointment of M/s. Sanjay Gupta & Associates, Cost Accountants, as Cost Auditor, for the financial year ending March 31, 2019. The Cost Auditors will submit their report for the financial year ending 31st March 2018 on or before the due date.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with rules made thereunder, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the forthcoming AGM.

SECRETARIAL AUDITORS

The Company had appointed M/s. Deepika Gera, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the financial year ended March 31, 2018. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed as Annexure-8 to this report. The Board has reappointed M/s. Deepika Gera, Company Secretaries, New Delhi, as Secretarial Auditor of the Company for FY 2018-19.

CORPORATE GOVERNANCE REPORT

The Company is committed to good corporate governance practices. The Board endeavors to adhere to the standards set out by the Securities and Exchange Board of India (SEBI), corporate governance practices and, accordingly, has implemented all the major stipulations prescribed.

A detailed Corporate Governance Report in line with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201 5 regarding the corporate governance practices followed by the Company and a certificate of compliance from Mr. Surinder Vashishtha, Proprietor of Surinder Vashishtha & Associates, Company Secretary, forms part of this Report as Annexure-9 EXTRACT OF ANNUAL RETURN The extract of Annual Return in form MGT- 9 as per section 134(3)(a) of the Companies Act, 2013 read with rule 12 of the Companies (Management & Administration) Rules, 2014 is attached as Annexure-10 to this report. COMMITTEES OF DIRECTORS The Company has following committees of Directors:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders’ Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Share Transfer Committee

The composition of Audit Committee, Nomination & Remuneration Committee, Stakeholders’ Relationship Committee and Corporate Social Responsibility Committee has been disclosed in corporate governance report forming the part of this report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR’S UNDER SECTION 143 (12) OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(ca), no incident of fraud has been reported by the Auditors of the Company under section 143(12) of the Companies Act, 2013. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WO RKPLACE (PRE VE N TI ON , 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. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18.

No. of complaints received : Nil No. of complaints disposed off : Nil During the year, the Company carried out awareness programmes on prevention of sexual harassment at work place.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels. Our industrial relations continue to be cordial.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in Annexure - 11 & 12 to this Report.

HUMAN RESOURCES

The employee relations have remained cordial throughout the year and industrial harmony was maintained. Measures for the safety, training and development of the employees, continued to receive top priority. The total number of permanent salaried and hourly paid employees, as at March 31, 2018, stood at 3737.

SAFETY, HEALTH AND ENVIRONMENT PROTECTION

The Company sustained its initiatives to maintain a pollution free environment by reduction/ elimination of waste, optimum utilization of power and preventive maintenance of equipment’s and machineries to keep them in good condition. Safety and health of the people working in and around the manufacturing facilities is the top priority of the Company and we are committed to improve this performance year after year. ACKNOWLEDGEMENT Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, promoters, shareholders, Government Authorities and all the other business associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of the Executives, staff and workers of the Company.

For and on behalf of the Board of Directors of

Federal-Mogul Goetze (India) Limited

Vinod Kumar Hans Khalid Iqbal Khan

Date: 29 May 2018 Whole Time Managing Director Whole Time Director- Legal

& Company Secretary

Place: Gurugram DIN : 03328309 DIN : 05253556

---

Mar 31, 2017

The Directors are pleased to present the 62^nd Annual Report and Audited Financial Statement of Accounts for the financial year ending 31^st March, 2017.

FINANCIAL RESULTS [Rs. in lacs]

Particulars	1st April 2016 to	1st April 2015 to
	31st March 2017	31st March 2016
Gross Sales (Including other operating income)	143,298.02	146,584.88
Less: Excise duty	(13,080.56)	(13,525.04)
Income from operations	130,217.46	133,059.84
Other income	2,628.26	3,543.17
Total Income	132,845.72	136,603.01
Operating profit before finance charges, depreciation and exceptional item	20,596.12	17,429.92
Finance Charges	1,975.26	2,732.09
Depreciation	7,639.04	7,517.68
Exceptional items	-	-
Net Profit before tax	10,981.82	7,180.15
Provision for the Taxation :
Current Tax	3,750.00	1,876.79
Tax earlier year	-	198.49
Less: Deferred Tax	33.26	704.23
Profit after tax	7,198.56	4,400.64
Profit brought forward from last year	15,668.98	11,705.85
Depreciation charged on transition to Schedule II of the Companies Act, 2013 (Net of deferred tax of Rs.225.29 lacs).	-	(437.51)
Surplus / (loss) carried forward to Balance sheet	22,867.54	15,668.98

OPERATIONS

During the financial year, the Gross sale of the Company was Rs. 143,298.02 lacs as against Rs. 146,584.88 lacs for the financial year ended 31 * March 2016. The Total income of the Company was Rs. 132,845.72 lacs as against Rs.136,603.01 lacs for the financial year ended 31^s March 2016.

During the year under review, the Company made a net profit after tax of Rs. 7,198.56 lacs as against the net profit after tax of Rs. 4,400.64 lacs for the financial year ended 31^s March 2016.

No amount is proposed to be transferred to general reserves. An amount of Rs.7,198.56 lacs is proposed to be retained in the Statement of Profit and Loss.

In view of requirement of funds for the operations of the Company, no dividend is recommended for the financial year ended 31^s March, 2017.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings held and attended by directors/members and composition of Audit Committee of the Company are set out in the Corporate Governance Report which forms part of this Report as Annexure-1. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 1 34(3)(c) of the Companies Act, 201 3, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

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

(b) 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 31^st March 2017 and of the profit and loss of the Company for the financial year ended 31* March 2017;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming the independence as per the criteria prescribed under section 149(6) of Companies Act, 2013 read with the Schedules and Rules made there under as well as regulation 16(1)(b) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, adopted a policy for selection and appointment (including the criteria for determining qualifications, positive attributes, independence of directors) and remuneration of Directors including Independent Directors, Key Managerial Personnel, Senior Management Personnel and other employees. The Nomination & Remuneration Policy is attached as Annexure - 2.

EXPLANATIONS OR COMMENTS ON AUDITOR''S QUALIFICATION/ RESERVATION/ ADVERSE REMARKS/ DISCLAIMER

There is no reservation or observation or qualification or adverse remark or disclaimer of Auditors'' including Secretarial Auditors'' of the Company in their report.

LOANS AND INVESTMENTS

During the Financial Year ended 31s^t March, 2017, no Loan, Investment and Guarantee u/s 186 of the Companies Act, 2013 was made by the Company. RELATED PARTY TRANSACTIONS During the financial year 2016-17, the Company has entered into the related party transactions in terms of the Companies Act, 2013 read with rules made there under and regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which were in the ordinary course of business and on arms'' length basis.

During the financial year 2016-17, there were no transactions with related parties which qualified as material transactions in accordance with the Company''s Policy under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with rules made there under, is set out herewith as Annexure-3 to this Report.

RISK MANAGEMENT POLICY The Company operates in an environment which is affected by various risks, some of which are controllable while some are outside the control of the Company. Therefore, pursuant to the requirements of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company''s objectives or threaten its existence.

There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Risk Management Policy of the Company.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 the Company in its Board Meeting held on 29 ^th July 2016 has approved the Dividend Distribution Policy. The Dividend Distribution Policy of the Company is attached herewith as Annexure-4 to this Report.

CORPORATE SOCIAL RESPONSIBILITY The Board of Directors at its meeting held on 9^s May 2014 approved the Corporate Social Responsibility (CSR) Policy for the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with rules made there under, on the recommendations of the CSR Committee. The Company has constituted Corporate Social Responsibility (CSR) Committee. Presently, the committee comprises the following members :-

1) Mr. Vinod Kumar Hans : Chairman

2) Dr. Khalid Iqbal Khan : Member

3) Mr. KN Subramaniam : Member

4) Mr. K C Sundareshan Pillai: Member The Corporate Social Responsibility Committee is required to institute a transparent monitoring mechanism for implementation of CSR projects or programs or activities undertaken by Company. Pursuant to the provisions of Companies Act, 2013, the Company is required to spend 2% of the average profits of the company during the previous 3 financial years. Therefore, the Company has incurred the total allocated budget of Rs. 106.65 lacs on the CSR activities approved by CSR Committee and the Board of Directors.

The activities and initiatives undertaken by the Company during the financial year 2016-17 on CSR activities have been detailed in the Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy on Corporate Social Responsibility and Annual Report on CSR activities are attached herewith as Annexure- 5&6 to this Report.

In accordance with the provisions of section 135 of the Companies Act 2013, the Board has approved an amount of Rs. 155.11 lacs for spending on CSR activities during the financial year 2017-18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Presently, the Board consists of ten (10) directors comprising of Mr. K.N. Subramaniam, Chairman and Nonexecutive Independent Director; Mr. Vinod Kumar Hans, Whole-time Managing Director; Dr. Khalid Iqbal Khan, Whole Time Director-Legal & Company Secretary; Mr. Manish Chadha, CFO & Finance Director, Mr. Rajesh

Sinha, Whole-time Director, Mr. Mukul Gupta, Non-executive Independent Director; Mr. Sunit Kapur, Non-Executive Director; Mr. Mahendra Kumar Goyal, Non-executive Independent Director; Ms. Janice Ruskey Maiden, Non-Executive Director; and Mr. K C Sundareshan Pillai, Non-executive Independent Director.

In the Board Meeting held on 16^th December 2016, the Board had appointed Mr. K C Sundareshan Pillai, as a Non-executive Independent Director.

In accordance with Article 109 of the Articles of Association of the Company, Dr. Khalid Iqbal Khan and Ms. Janice Maiden Ruskey are retiring by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Brief resume, nature of expertise, details of directorships held in other companies excluding foreign companies of the Directors proposed to be appointed / reappointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended as an Annexure to the Notice of the ensuing AGM.

SUBSIDIARY AND ASSOCIATE COMPANY

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts of Companies) Rules, 2014, a statement containing salient features of financial statement of subsidiary i.e. Federal-Mogul TPR (India) Limited forms part of the consolidated financial statements attached as Annexure-7. The financial statements of the subsidiary company and related information are available for inspection at the Registered Office of the subsidiary company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiary and all other documents required to be attached to this report have been uploaded on the website of your Company (www.federalmogulgoetzeindia.net).

The performance and financial position of the subsidiary company i.e. Federal-Mogul TPR (India) Limited has been explained in its Board Report, which forms part of annual report.

PUBLIC DEPOSITS

As at 31^s March, 2017 your company had no unclaimed fixed deposits. No fresh/ renewed deposits were invited or accepted during the financial year. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNAL

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

FORMAL ANNUAL EVALUATION BY BOARD

In terms of provisions of the Companies Act, 2013 read with Rules made thereunder and regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, have evaluated the effectiveness of the Board. Accordingly, the performance evaluation of the Board, each Director and the Committees was carried out for the financial year ended 31^s March, 2017. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Meetings, Knowledge and skills, understanding of their roles and responsibilities, business of the Company along with the ethics and integrity. The evaluation of the Board and committees was inter alia based on the aspects like Structure of the Board or Committee, processes being followed to achieve the objectives, effectiveness, fulfillment of roles and responsibilities, efficiency and direction etc.

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has an audit committee headed by a Non-executive Independent

Director, inter-alia, to oversee the Company''s financial reporting process, disclosure of financial information, performance of statutory and internal auditors, functions, internal control systems, related party transactions, investigation relating to suspected fraud or failure of internal audit control, to name a few, as well as other areas requiring mandatory review as per regulation 18(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The powers of the Audit Committee, inter-alia, include seeking information from any employee, directing the Company''s internal Audit function, obtaining outside legal or other professional advice and investigating any activity of the Company within the Committee''s terms of reference. The Company has a well-defined internal control system, which aims at protection of Company''s resources, efficiency of operations, compliances with the legal obligations and Company''s policies and procedures.

MANAGEMENT DISCUSSION AND ANALYSIS: (a) Industry structures and developments

Automotive Industry, globally, as well as in India, is one of the key sectors of the economy. Demographically and economically, India''s automotive industry is well-positioned for growth, servicing both domestic demand and, increasingly, export opportunities. Due to its deep forward and backward linkages with several key segments of the economy, automotive industry has a strong multiplier effect and acts as one of the drivers of economic growth.

The auto industry is highly competitive, consisting of organized as well as unorganized sectors and is highly fragmented with a significant number of small and medium-sized companies because of which the business rules are changing to meet the tough competition prevailing in the industry. Innovation, technological up gradation and cost saving hold the key to success to meet the expectations of the exigent competitive circumstances. The Indian auto component industry has been navigating through a period of challenges.

During the financial year 2016-17, the combination of factors like low inflation levels and low interest rates coupled with the new launches of passenger vehicles pushed the automobile industry on the path of growth. Further, the Government had also launched several other initiatives such as "Ease of doing Business, "Start up India" " Smart Cities," " Skill India," " Digital India," etc. , that would support India'' s economic development. A predicted increase in India''s working-age population is likely to help stimulate the burgeoning market for private vehicles. Rising prosperity, easier access to finance and increasing affordability are expected to see four-wheelers gaining volumes, although two wheelers will remain the primary choice for the majority of purchasers, buoyed by greater appetite from rural areas, the youth market and women.

(b) Opportunities and Threats

The parent company continues to support the Company with its technical expertise. With widely recognized brands, superior technology, strong distribution network and a committed team of employees, the Company is well positioned to take advantage of the opportunities and withstand the market challenges. The Company strives to create sustainable profitable growth by using superior technology and maintaining product quality and offering wide range of products at competitive prices, which will give it a competitive edge in the market.

In order to fight the increasing pollution, the government has announced the implementation of Bharat Standard (BS)-VI by April 1, 2020. BS-VI is an equivalent of Euro-VI norms being followed globally. Your Company perceives this as a significant opportunity and has already started development work with some OEMs in India on new engine projects. Federal-Mogul is currently producing many of the Euro-VI engine parts in Europe and for comparable engine standards in North America. In India your Company expects to be prepared to supply the products meeting, BS-VI before the deadline fixed by the government.

The Company competes with many independent manufacturers and ices of raw materials and other inputs. distributors of component parts. Management continues to develop and execute initiatives to meet the challenges of the industry and to achieve its strategy for sustainable global profitable growth. There are limited sets of customers in our business, that is, the automobile manufacturers. Competition is intense, as we compete with suppliers both in the organized and unorganized segments. Technical edge, specialization, innovation and networking will determine the success of the Company in this competitive environment. Further, the policies of the Government play key role in the development of the automobile sector. Your Company has been employing the practices to proactively map the impact of its activities on its performance and profitability from economic environment and social perspectives.

(c) Segment wise or product wise performance

The Company deals principally in only one segment i.e. automotive components. Therefore, segment-wise performance is not applicable. The Company manufactures as well as trades in the automotive components. The Company is inter alia engaged in the manufacturing and sale of Pistons, Piston rings, Pins, valve seats and guides. The product wise performance is as under :

Rs. In lacs
Details of	31st March	31st March
finished	2017	2016
goods sold
Pistons,	125,518.80	127,590.17
Piston rings
and pistons pins*
Valve train and	9,790.42	9,052.89
Structural
components
Details of
traded
goods sold
Gasket	1,588.75	1,391.93
Engine bearings	613.52	745.32
Spark plugs	512.07	1,751.84
Liners	1,062.19	426.72
Brakelining	263.36	722.85
Others	709.03	1,282.91

(d) Outlook

The Management expects a moderate growth in the automobile industry during the year 2017-18. The Indian Meteorological Department has forecasted normal monsoon, which is a critical factor for the overall economic growth, including the automobile sector. Focus of the Government on the investment in infrastructure sector and its development and low interest rates are expected to give boost to the automobile sector. However, the increased cost of technology and increased raw material prices are likely to impact the growth of the automobile sector. Therefore, it''s going to be a mixed year for the auto component industry ahead.

The Company will endeavor to revitalize in near future as consumers regain confidence and vehicle demand increases. To remain competitive in the challenging and demanding environment, the benchmark has to be high in anticipation of the stated and unstated need of the customers and markets.

(e) Risks and concern

The Company operates in an environment, which is affected by various risks, some of which are controllable while some are outside the control of the Company. However, the Company has been taking appropriate measures to mitigate these risks on a continuous basis. Some of the risks that are potentially significant in nature and need careful monitoring are listed hereunder:

Raw material prices: Our profitability and cost effectiveness may be affected due to change in the price of row materials and other inputs.

Foreign Currency Risks: Exchange rate fluctuations may have an adverse impact on the Company

Technical Intensive Industry: The automobile industry is a technical intensive industry and thus faced with a constant demand for new designs, knowledge of nascent technology to meet market requirements.

Cyclical nature of the Industry: The

Company''s growth is linked to those of the automobile Industry, which is cyclical in nature. The demand for automobiles has a significant impact on the demand and prices of the products manufactured by the Company. A fall in the demand and / or prices would adversely impact the financial performance of the Company. Increasing competition: Increasing competition in the auto equipment sector, may put some pressure on the market share.

Excess/ short capacity: Estimation of optimal manufacturing capacities for our products is critical to our operations. Should we for any reason, not invest in capacity expansion in near future could result in stagnation in our sales. Conversely, in the event we over-estimate the future demand or due to general lowering of the customer demand due to recession, we may have excessive capacity, resulting in under utilization of assets and/or sale of surplus products at lower margin, which could have material adverse effect on the financial results of the company.

(f) Adequacy of Internal Control Systems

The Company has an Audit committee headed by a non-executive independent director, inter-alia, to oversee the Company''s financial reporting process, disclosure of financial information, performance of statutory and internal auditors, functions, internal control systems, related party transactions, investigation relating to suspected fraud or failure of internal audit control, to name a few, as well as other areas requiring mandatory review as per provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with the stock exchanges. The powers of the Audit Committee, inter-alia, include seeking information from any employee, directing the Company''s internal Audit function, obtaining outside legal or other professional advice and investigating any activity of the Company within the Committee''s terms of reference. The Company has a well-defined internal control system, which aims at protection of Company''s resources, efficiency of operations, compliances with the legal obligations and Company''s policies and procedures.

(g) Discussion on financial performance with respect to operational performance.

The required information forms part of in the Board''s Report and the members may refer the same.

(h) Material developments in Human Resources / Industrial Relations front, including number of people employed

During the year under review, the training and development of employees remained priority of the Management and in this direction, several assessment and development programmes were conducted for high potentials and young talents. Additionally, focus for the year also remained on building leadership and functional capabilities of the employees. The Management Introduced psychometric assessments for evaluating right fitment for the job for the new recruits. The Company also conducted business simulation workshops and leadership programs for Plant Managers and ''High Potential'' employees. In addition to this, your Company Introduced ''Learning Advisory Councils'' for aligning training needs of the employees with business challenges and priorities.

The total number of salaried and hourly employees as at March 31, 2017 stood at 3947.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company for the financial year 201617, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Consolidated Financial Statements have been prepared on the basis of Audited Financial Statements of the Company and its subsidiary company, as approved by their respective Board of Directors.

ABRIDGED FINANCIAL STATEMENTS In terms of the provisions of regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and section 136 of the Companies Act, 2013, the Board of directors has decided to circulate the abridged annual report containing the salient features of the balance sheet and statement of profit and loss account to the shareholders for the financial year ending on March 31, 2017. Full version of the annual report will be available on Company''s website www.federalmogulgoetzeindia.net and will also be made available to investors upon request.

In support of the green initiative of the Ministry of Corporate Affairs, the Company has also decided to send all future communications, including the annual report through email to those shareholders, who have registered their email id with their depository participant/Company''s registrar and share transfer agent. In case any shareholder wishes to receive a printed copy of such communications, he/she may send a request to the Company, which will send a printed copy of the communication to the shareholder.

AUDITORS AND AUDITORS'' REPORT

At the 60 ^th AGM of the Company, M/s. Walker Chandiok & Co., LLP, Chartered Accountants, (Firm Registration No. 001076N/N500013), New Delhi were appointed as the Statutory Auditors'' to hold office till the conclusion of the 62^nd AGM of the Company subject to the ratification by members at every AGM.

As per section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, your directors propose before the shareholders the appointment of M/s Walker, Chandiok & Co., LLP, Chartered Accountants, (Firm Registration No. 001076N/N500013), as the statutory auditors'' of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the calendar year 2022, subject to ratification of such appointment by the shareholders in every AGM held during the period. The written consent to such appointment and a certificate from M/s Walker, Chandiok & Co., LLP, Chartered Accountants, (Firm Registration No. 001076N/N500013), have been received to the effect that the appointment is in accordance with the conditions prescribed under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and they satisfy the criteria specified under Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

The Board has duly examined the Statutory Auditors'' Report to the accounts, which is self-explanatory.

COST AUDITORS

The Board, on the recommendation of the Audit Committee has approved the appointment of M/s. Sanjay Gupta & Associates, Cost Accountants, as Cost Auditor, for the financial year ending March 31, 2018. The Cost Auditors will submit their report for the financial year ending 31^s March 2017 on or before the due date.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with rules made there under, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval by shareholders at the forthcoming AGM.

SECRETARIAL AUDITORS The Company had appointed M/s. Deepika Gera, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the financial year ended March 31, 2017. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed as Annexure-8 to this report. The Board has reappointed M/s. Deepika Gera, Company Secretaries, New Delhi, as Secretarial Auditor of the Company for FY 2017-18.

CORPORATE GOVERNANCE REPORT

The Company is committed to good corporate governance practices. The Board endeavors to adhere to the standards set out by the Securities and Exchange Board of India (SEBI), corporate governance practices and, accordingly, has implemented all the major stipulations prescribed.

A detailed corporate governance report in line with the requirements of Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 regarding the corporate governance practices followed by the Company and a certificate of compliance from Mr. Surinder Vashishtha, Proprietor of Surinder Vashishtha & Associates, Company Secretary, forms part of this Report as Annexure-9.

EXTRACT OF ANNUAL RETURN The extract of Annual Return in form MGT-9 as per section 134(3)(a) of the Companies Act, 2013 read with rule 12 of the Companies (Management & Administration) Rules, 2014 is attached as Annexure-10, to this report.

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives of the Company is attached as Annexure - 11. COMMITTEES OF DIRECTORS The Company has following committees of Directors:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders'' Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Share Transfer Committee

The composition of Audit Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee has been disclosed in corporate governance report forming the part of this report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR''S UNDER SECTION 143 (12) OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(ca), no incident of fraud has been reported by the Auditors of the Company under section 143(12) of the Companies Act, 2013.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

DISCLOSURE UNDER THE SEXUAL HARASSMENT 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. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17.

No. of complaints received : Nil No. of complaints disposed off : Nil During the year, the Company carried out awareness programmes on prevention of sexual harassment at work place.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels. Our industrial relations continue to be cordial.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in Annexure - 12 & 13 to this Report.

SHIFTING OF REGISTERED OFFICE

The registered office of the Company was shifted from G-4, J.R Complex, Gate No.- 4, Mandoli, Delhi - 110093 to DLF Prime Towers, 10 Ground Floor, F-79 & 80, Okhla Phase I, New Delhi-110020 with effect from 1^st September, 2016.

HUMAN RESOURCES The employee relations have remained cordial throughout the year and industrial harmony was maintained. Measures for the safety, training and development of the employees, continued to receive top priority. The total number of salaried and hourly paid employees, as at March 31, 201 7, stood at 39 47.

SAFETY, HEALTH AND ENVIRONMENT PROTECTION

The Company sustained its initiatives to maintain a pollution free environment by reduction/ elimination of waste, optimum utilization of power and preventive maintenance of equipment''s and machineries to keep them in good condition. Safety and health of the people working in and around the manufacturing facilities is the top priority of the Company and we are committed to improve this performance year after year.

ACKNOWLEDGEMENT

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, promoters, shareholders, Government Authorities and all the other business associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of the Executives, staff and workers of the Company.

For and on behalf of the Board of Directors of

Federal-Mogul Goetze (India) Limited

Vinod Kumar Hans Khalid Iqbal Khan

^Date: 19 May ²⁰¹⁷ Whole Time Managing Director Whole Time Director-

Legal & Company

Secretary

Place: Gurugram DIN : 03328309 DIN : 05253556

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 60th Annual Report and Audited Statement of Accounts for the financial year starting 1 st January 2014 ending 31st March 2015. [Rs. in lacs] FINANCIAL RESULTS For the period For the period 1st January, 2014 1st January, 2013 to to 31st March, 2015 31st December, 2013

Total Income:

Gross Sales 1,66,709.55 1,24,575.91

Less: Excise duty 13,056.65 10,878.74

Income from operations 1,53,652.90 1,13,697.17

Increase in inventories 3,326.78 2,055.04

Other income 3,742.53 2,256.90

Total Income 1,60,722.21 1,18,009.11

Operating profit before finance charges, depreciation and exceptionalitem 17,379.89 12,327.57

Finance Charges 3,696.85 2,678.17

Depreciation 8,937.31 6,613.55

Exceptional items - -

Net Profit before tax 4,745.73 3,035.85

Provision for the Taxation : - -

Current Tax 2500.00 884.50

Tax earlier Year 200.00 -

Deferred Tax (1,089.81) 92.79

Profit after tax 3,135.54 2,058.56

Profit brought forward from last year 8,570.31 6,511.75

Surplus / (loss) carried forward to Balance sheet 11,705.85 8,570.31

The Ministry of Corporate Affairs (MCA) has vide its General Circular No. 08/2014 dated 24th April, 2014, clarified that the financial statements (and documents required to be attached thereto), Auditors'' Report and the Directors'' Report in respect of financial years that commenced earlier than 1st April, 2014, shall be governed by the relevant provisions/ Schedules/ Rules of the Companies Act, 1956, In view of this, the Directors'' Report has been prepared as per the provisions of the Companies Act, 1956.

Operations

The Board of Directors of the Company in the Board meeting held on October 31, 2014 approved the change in the financial year of the Company from January-December to April-March effective April 1, 2014. In view of this, the current financial year comprises of a period of 1 5 months

i.e. January 1, 2014 to March 31, 2015.

The Net income of the Company during the financial year ended 31st March 2015 was Rs.1,60,722.21 lacs as against Rs. 1,18,009.11 lacs for the financial year ended 31st December

2013.

During the year under review, the Company made a net profit after tax of Rs. 3,135.54 lacs as against the net profit after tax of Rs. 2,058.56 lacs in the previous financial year.

During the period from January 1,2014 to March 31, 2015, the automobile component industry recovered in terms of business growth as compared to previous year. During first half of

2014, the automotive industry has provided mixed signals, as Light Vehicles and Commercial vehicles had a negative growth, however, strong growth was seen in the two wheeler and three wheeler market segments.

Auditors'' Comments

The Auditors have made certain observations in their annexure to their report, concerning the accounts of the Company. The Management puts forth its explanations as below :

With regard to Auditor''s observation on the utilization of short term borrowings for long term purposes, the Management is taking necessary remedial actions.

DIVIDEND

In view of requirement of funds for the operations of the Company, no dividend is recommended for the financial year ended 31st March, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS:

(a) Industry structures and developments

Indian auto component makers faced the heat of a global auto slowdown during first half of 2014. Due to the slipping growth in commercial vehicle and passenger car segments, the supplies of component makers

fell too. Two wheeler and three wheeler market segments, however, witnessed strong growth.The auto industry seems to be in recovery mode since July 2014. Indian auto components industry treads a difficult path through an uncertain near term future. Operational excellence, scenario planning and risk management are poised to become the key arsenal for success. The auto component industry, globally has witnessed economic restructuring whose macro and micro- economic implications on nations and regions has been profound.

The slowdown of sales in several markets in the auto component industry was a short-term challenge, but loss of market share to increasing competition in the domestic markets was another key challenge for automakers over the long term.

A host of domestic factors in the form of decrease in fuel prices, and low interest rates as compared to previous year led to increase in the demand for cars.

Though, in the short term, the global economic uncertainties and domestic monetary tightening measures had built up a near term negative sentiment on the Indian auto component industry. However, the long term prospects of the industry are definitely perceived as a huge opportunity area.

DIRECTORS1 REPORT (Contd.)

(b) Opportunities and Threats

Federal-Mogul continues to support the Company with its technical expertise. With widely recognized brands, superior technology, strong distribution network and a committed team of employees, the Company is well positioned to take advantage of the opportunities and withstand the market challenges. The Company strives to create sustainable profitable growth by using superior technology and maintaining product quality and offering wide range of products at competitive prices which will give us a competitive edge in the market. A progressive leadership has given direction to the establishment.

We believe our proactive steps and consistent implementation of our plans will allow us to prepare the company for growth as consumers regain confidence in the industry and vehicle demand increases.

The Company competes with many independent manufacturers and distributors of component parts. Management continues to develop and execute initiatives to meet the challenges of the industry and to achieve its strategy for sustainable global profitable growth.

There are limited sets of customers in our business, that is, the automobile manufacturers. Competition is intense, as we compete with suppliers both in the organized and unorganized segments. Technical edge, Specialization, innovation and networking will determine the success of the Company in this competitive environment.

Looking ahead, revenue is expected to improve, if Company is able to pursue its strategies. The Company is employing the best practices to proactively map the impact of its activities on its performance and profitability from economic environment and social perspectives.

(c) Segment wise or product wise performance

We operate mainly in two segments i.e. OEM''s and the Aftermarket (Motorparts). The Company has a balanced approach to the OEM''s and Motorparts, which helps us in capitalizing on our strengths in both segments and to respond to market fluctuations and customer strategies.

(d) Outlook

It has always been wafer thin margin rates and it could not get any thicker until the first half, with increased competition, weak sales and heavy discounts doled out by manufacturers to attract buyers. The second half of the financial year 2015-16 may hold the key to success for many auto component manufacturers in India, with new launches

coming up. It would be a mixed year for the auto component industry ahead. The auto component companies need to achieve significant productivity improvements in order to position themselves in the industry.

The Company will endeavor to revitalize in near future as consumers regain confidence and vehicle demand increases. To remain competitive in the challenging and demanding environment, the benchmark has to be high in anticipation of the stated and unstated need of the customers and markets.

(e) Risks and concern

The Company operates in an environment which is affected by various risks some of which are controllable while some are outside the control of the Company. However, the Company has been taking appropriate measures to mitigate these risks on a continuous basis. Some of the risks that are potentially significant in nature and need careful monitoring are listed hereunder:

Raw material prices:

Our profitability and cost effectiveness may be affected due to change in the prices of raw materials and other inputs.

Foreign Currency Risks:

Exchange rate fluctuations may have an adverse impact on the Company

Technical Intensive Industry:

The automobile industry is a technical intensive industry and thus faced with a constant demand for new designs, knowledge of nascent technology to meet market requirements.

Cyclical nature of the Industry:

The Company''s growth is linked to those of the automobile Industry, which is cyclical in nature. The demand for automobiles has a significant impact on the demand and prices of the products manufactured by the Company. A fall in the demand and / or prices would adversely impact the financial performance of the Company.

Increasing competition :

Increasing competition across both OEM''s and after market segment, may put some pressure on market share.

Excess/ short capacity:

Estimation of optimal manufacturing capacities for our products is critical to our operations. Should we for any reason, not invest in capacity expansion in near future could result in stagnation in our sales. Conversely, in the event we over-estimate the future demand or due to general lowering of the customer demand due to recession, we may have excessive capacity, resulting in under utilization of assets and/or sale of surplus products at lower margin, which could have material adverse effect on the financial results of the company.

(f) Adequacy of Internal Control Systems

The Company has an audit committee headed by a non-executive independent director, inter-alia, to oversee the Company''s financial reporting process, disclosure of financial information, performance of statutory and internal auditors, functions, internal control systems, related party transactions, investigation relating to suspected fraud or failure of internal audit control, to name a few, as well as other areas requiring mandatory review per Clause 49 of the Listing Agreement with the stock exchanges. The powers of the Audit Committee, inter- alia, include seeking information from any employee, directing the Company''s internal Audit function, obtaining outside legal or other professional advice and investigating any activity of the Company within the Committee''s terms of reference.

The Company has a well-defined internal control system, which aims at protection of Company''s resources, efficiency of operations, compliances with the legal obligations and Company''s policies and procedures.

Subsidiary Companies

Annual accounts of the Federal-Mogul TPR (India) Limited, subsidiary company and the related detailed information can be obtained on request by the shareholders of the company.

These are also available for inspection at the corporate office of the company and at the registered office of the subsidiary between 11 A.M. to 1 PM. on all working days.

Abridged Financial Statements

In terms of the provisions of clause 32 of Listing Agreement, the Board of directors has decided to circulate the abridged annual report containing salient features of the balance sheet and profit and loss account to the shareholders for the financial year ending on March 31,

2015. Full version of the annual report will be available on Company''s website www.federalmogulgoetzeindia.net and will also be made available to investors upon request.

In support of the green initiative of the Ministry of Corporate Affairs, the Company has also decided to send all future communications including the annual report through email to those shareholders, who have registered their e-mail id with their depository participant/ Company''s registrar and share transfer agent. In case a shareholder wishes to receive a printed copy of such communications, he/she may please send a request to the Company, which will send a printed copy of the communication to the shareholder.

Directors'' Responsibility Statement

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

- In the preparation of annual accounts, the applicable accounting standards have been followed and that there have been no material departures;

- The Directors have selected such accounting policies and applied them consistently, except to the extent of deviations required for the better presentation of the accounts 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 31stMarch, 2015 and of the profit of the Company for the year ended on that date;

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

- The Directors have prepared the annual accounts of the company on a going concern basis.

Directors

Presently your Board consists of Nine (9) directors comprising of Mr. K.N. Subramaniam, Chairman and Non-executive Independent Director; Mr. Andreas Wilhelm Kolf, Whole Time Managing Director; Mr. Sachin Selot, Whole Tme Finance Director and CFO, Dr. Khalid Iqbal Khan, Whole Time Director-Legal & Company Secretary; Mr. Mukul Gupta, Non-executive Independent Director; Mr. Sunit Kapur, Non- Executive Director; Mr. Bernhard Motel, Non- Executive Director; Mr. Mahendra Kumar Goyal, Non-executive Independent Director; and Ms. Janice Ruskey Maiden, Non-Executive Director.

In the Board Meeting held on 13th August, 2014, Mr. Mahendra Kumar Goyal, and Ms. Janice Ruskey Maiden were appointed as Additional Directors. Pursuant to the provisions of the Companies Act 2013 read with clause 49 of the listing Agreement, Mr. Mahendra Goyal was appointed as an Independent Director in the same Board Meeting. In the Board meeting held on May 22, 2015, the Board accepted resignation of Mr. Sachin Selot as Whole Time Finance Director and CFO of the company w.e.f. close of business hours on May 26, 2015. In the same Board Meeting, Dr. Khalid Iqbal Khan was appointed as Wholetime Director-Legal and Company Secretary.

In accordance with Article 109 of the Articles of Association of the Company, Mr. Sunit Kapur and Mr. Bernhard Georg Motel, Directors are retiring by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment.

Pursuant to the provisions of the Companies Act

2013 read with clause 49 of the listing Agreement, Mr. K N Subramaniam and Mr. Mukul Gupta (existing Independent Directors) were appointed as Independent Directors in the Board meeting held on 13th February, 2015.

Public Deposits

As at 31st March, 2015, your company had no unclaimed fixed deposits. No fresh/ renewed deposits were invited or accepted during the financial year.

Auditors

The shareholders in the 59th annual general meeting of the company held on 23rd May 2014 had appointed M/s. Walker, Chandiok & Co., Chartered Accountants, New Delhi (Firm Registration No. 001076N),as statutory auditors to hold office from the conclusion of 59th annual general meeting till the conclusion of forthcoming annual general meeting.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, your directors propose before the shareholders the appointment of M/s Walker, Chandiok & Co., Chartered Accountants as the statutory auditors of the Company from the conclusion of the forthcoming annual general meeting upto the conclusion of 62nd annual general meeting, subject to ratification of such appointment by the shareholders in every annual general meeting held during the period. The written consent to such appointment and a certificate from M/s Walker, Chandiok & Co., Chartered Accountants has been received to the effect that the appointment is in accordance with the conditions prescribed under Rule 4 of the Companies (Audit and Auditors) Rules,

2014 and they satisfy the criteria specified under Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

The Board of Directors appointed Ms. Deepika Gera, Company Secretaries as Secretarial Auditor of the Company for the financial year ended 31st March 2015. The Board has reappointed them as Secretarial Auditor for the financial year 2015-16.

Shifting of Registered Office

The registered office of the Company was shifted from 7870-7877, F-1, Roshanara Plaza Building, Roshanara Road, Delhi - 110007 to G-4, J.R Complex, Gate No.-4, Mandoli, Delhi - 110093 with effect from 28th February, 2014.

Human Resources

The employee relations have remained cordial throughout the year and industrial harmony was maintained. Measures for the safety, training and development of the employees, continued to receive top priority. The total number of salaried and hourly paid employees, as at March 31,2015, stood at 4227.

Safety, Health and Environment Protection

The Company sustained its initiatives to maintain a pollution free environment by reduction/ elimination of waste, optimum utilization of power and preventive maintenance of equipment''s and machineries to keep them in good condition. Safety and health of the people working in and around the manufacturing facilities is the top priority of the Company and we are committed to improve this performance year after year.

Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013, which came into force with effect from 1 st April2014, the Company has constituted Corporate social Responsibility (CSR) Committee. Presently, the commitee comprises of the following members:-

1) Mr. Andreas Wilhelm Kolf : Chairman

2) Dr. Khalid Iqbal Khan : Member

3) Mr. KN Subramaniam : Member

4) Mr. Mukul Gupta : Member

The corporate social responsibility committee shall institute a transparent monitoring mechanism for implementation of CSR projects or programs or activities undertaken by Company. Pursuant to the provisions of Companies Act, 2013, the Company is required to spend 2% of the average profits of the company during the previous 3 financial years. Therefore, the Company has incurred the total allocated budget of Rs. 61.39 lacs on the CSR activities approved by CSR Committee and Board of Directors viz. Donation for education at SOS children''s village at Rajpura and Bangulur, Supply of potable water, providing uniform in deaf and dumb school in Patiala, Repairing and Renovation in a Government school and renovation of garden in Bhiwadi

Corporate Governance Report

The company is committed to good corporate governance practices. The Board endeavors to adhere to the standards set out by the Securities and Exchange Board of India (SEBI) corporate governance practices and accordingly has implemented all the major stipulations prescribed.

A detailed corporate governance report in line with the requirements of Clause 49 of the listing agreement regarding the corporate governance practices followed by the Company and a certificate of compliance from Mr. Surendra Vashishtha, practicing company secretary form part of this Directors'' Report

The company has following committees of the Board members, details of which are provided under corporate governance report:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders'' Relationship Committee;

4. Corporate Social Responsibility Committee;

Cautionary Statement

Certain statements in the Management Discussion and Analysis describing the Company''s views about the Industry, expectations/predictions, objectives etc may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed or implied in these statements. The Company''s operations may, inter-alia, be affected by the supply and demand situations, input prices and availability, changes in Government regulations, tax laws and other factors such as industry relations and economic developments etc. Investors should bear the above in mind.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms a part of this report.

Particulars of Employees

Your Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels. Our industrial relations continue to be cordial.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, this report and accounts are being sent to all the members of the company, excluding the Statement of Particulars of Employees.

Any member interested in obtaining a copy of the said statement may write to the company secretary of the Company.

Acknowledgement

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, promoters, shareholders, Government Authorities and all the other business associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of the Executives, staff and workers of the Company

For and on behalf of the Board

Andreas Wilhelm Kolf Sachin Selot Whole Time Whole Time Managing Director Finance Director & CFO

Place: Gurgaon Date : 22nd May 2015

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Dec 31, 2012

The Directors are pleased to present the 58th Annual Report and Audited Statement of Accounts for the financial year ended 31st December, 2012.

FINANCIAL RESULTS [Rs. in million]

For the year For the year ended ended 31.12.2012 31.12.2011

Total Income:

Gross Sales 12,072.59 11,544.43

Deduct: Excise Duty 1,129.79 939.85

10,942.80 10,604.58

Business and other Income 1,064.45 1,086.79

Profit before Depreciation, Finance Charges, Tax & Prior Period Items 842.34 1,253.29

Deduct :

Depreciation and Amortization 619.35 536.59

Finance Charges 298.80 248.56

Profit /(Loss) before Tax, Exceptional items and Prior Period Items (75.81) 468.14

Exceptional items 62.58 -

Provision for Tax

- Current 28.02 123.40

- Fringe Benefit - -

- Deferred Tax (Credit) (2.84) (11.61)

Net Profit/(Loss) after Tax (163.57) 356.35

Prior Period Items - (18.27)

Balance brought forward 814.74 440.13

Surplus/(Loss) carried to balance sheet 651.17 814.75

Operations

The Net income of the Company during the year ended 31st December 2012 was Rs. 12,007.26 million as against Rs. 11,691.37 million for the year ended 31st December 2011.

During the year under review, the Company made a Net loss after Tax of Rs. 163.57 million as against the Net Profit after Tax of Rs. 374.61 million in the last year.

The year under review witnessed a slowdown in demand in the auto sector, resulting in excess capacities with auto component sector. Weak macroeconomic sentiment coupled with subdued consumer confidence pulled down sales, particularly in the latter half of the year.

In view of requirement of funds for the operations of the Company, no dividend is recommended for the year ended 31st December 2012.

Auditors'' Comments

The Auditors have made certain comments in their Audit Report, concerning the Accounts of the Company. The Management puts forth its explanations as below:

With regard to Auditor''s comments in their report on the provision for sales tax, the management has undertaken review on becoming aware of certain discrepancies regarding sales tax matters at one of its factories. Based on the information available at this stage of the ongoing evaluation, the Company has paid/ provided an amount of Rs. 6.26 crores towards tax and related liabilities pertaining to earlier years.

Subsidiary Companies

Annual accounts of the Federal-Mogul TPR (India) Limited, subsidiary company and the related detailed information can be obtained on request by the shareholders of the Company.

These are also available for inspection at the Corporate Office of the Company and at the registered office of the subsidiary between 11 A.M. to 1 P.M.on all working days. Abridged Financial Statements

In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 read with clause 32 of Listing Agreement as modified by SEBI circular no. CIR/CFD/DIL/7/ 2011dated October 5, 2011 in line with the green initiative of Ministry of Corporate Affairs vide their circular dated April 29, 2011, the Board of directors has decided to circulate the abridged annual report containing salient features of the balance sheet and profit and loss account to the shareholders for the financial year 2012. Full version of the annual report will be available on Company''s website www.federalmogulgoetze.com and will also be made available to investors upon request.

In support of the green initiative of the Ministry of Corporate Affairs, the Company has also decided to send all future communications including the annual report through email to those shareholders, who have registered their e-mail id with their depository participant/ Company''s registrar and share transfer agent. In case a shareholder wishes to receive a printed copy of such communications, he/she may please send a request to the Company, which will send a printed copy of the communication to the shareholder.

Directors'' Responsibility Statement

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

- In the preparation of annual accounts the applicable accounting standards have been followed and that there have been no material departures;

- The Directors have selected such accounting policies and applied them consistently, except to the extent of deviations required for the better presentation of the accounts 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 31st December 2012 and of the profit of the Company for the year ended on that date;

- 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;

- The Directors have prepared the annual accounts of the Company on a going concern basis.

Directors

Presently your Board consists of Five (5) Directors consisting of Mr. K.N. Subramaniam, Chairman and Non-executive Independent Director, Mr. Sunit Kapur as Managing Director, Mr. Vikrant Sinha, as Whole Time Finance Director & CFO, Mr. Mukul Gupta, Non-executive Independent Director and Mr. Bernhard Motel, Non-Executive Director.

Mr. Dan Brugger has resigned as Whole Time Finance Director of the Company w.e.f 28th February, 2013. The Board records its sincere appreciation for the valuable contribution made by Mr. Dan Brugger during his tenure with the Company. In the Board meeting held on 28th February, 2013, the Board appointed Mr. Vikrant Sinha as Whole Time Finance Director & CFO of the Company.

In accordance with Article 109 of the Articles of Association of the Company, Mr. K.N. Subramaniam and Mr. Mukul Gupta are retiring by rotation in the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Public Deposits

As at 31st December, 2012, your company had no unclaimed Fixed Deposits. No fresh/ renewed deposits were accepted during the financial year. There was no failure to make repayments of Fixed Deposits on maturity and the interest due thereon in terms of the conditions of your Company''s Schemes.

Auditors

M/s. S.R. Batliboi & Co., Chartered Accountants, Statutory Auditors have resigned w.e.f October 5, 2012. M/s Walker, Chandiok & Co., Chartered Accountants, New Delhi (Firm Registration No. 001076N) have been appointed (w.e.f November 12, 2012) as Auditors of the Company, by postal ballot, to fill the casual vacancy caused by the resignation of former Statutory Auditors to hold office till the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment for the year 2013. They have furnished a certificate to the effect that the re-appointment, if made, will be in accordance with sub-section (1B) of Section 224 of the Companies Act, 1956.

Human Resources

The employee relations have remained cordial throughout the year and industrial harmony was maintained. Measures for the safety, training and development of the employees, continued to receive top priority. The total number of salaried and hourly paid employees, as at 31 December, 2012, stood at 4535.

Safety, Health and Environment Protection

The Company sustained its initiatives to maintain a pollution free environment by reduction/ elimination of waste, optimum utilization of power and preventive maintenance of equipments and machineries to keep them in good condition. Safety and health of the people working in and around the manufacturing facilities is the top priority of the Company and we are committed to improve this performance year after year.

Corporate Social Responsibility

As part of the Corporate Social Responsibility, your Company sponsored a program in SOS Children''s Village of India for the education of 171 girls at Bengaluru and Rajpura. The main objective of the program is to ensure the regular education and sustainable academic performance. Accordingly, during the year 2012, your Company contributed an amount of Rs. 20,52,000/- to SOS Children''s Village.

Cautionary Statement

Certain statements in the Management Discussion and Analysis describing the Company''s views about the Industry, expectations/predictions, objectives etc may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed or implied in these statements. The Company''s operations may, inter-alia, be affected by the supply and demand situations, input prices and availability, changes in Government regulations, tax laws and other factors such as industry relations and economic developments etc. Investors should bear the above in mind.



Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information pursuant to Section 217(1) (e) of the Companies Act, 1 956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms a part of this report.

Particulars of Employees

Your Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels. Our industrial relations continue to be cordial.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all the Members of the Company, excluding the Statement of Particulars of Employees.

Any Member interested in obtaining a copy of the said Statement may write to the Company Secretary of the Company.

Acknowledgement

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, promoters, shareholders, Government Authorities and all the other business associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of the Executives, staff and workers of the Company.

For and on behalf of the Board

Bernhard Motel Sunit Kapur

Director Managing Director

Place: Gurgaon

Date: February 28, 2013

---

Dec 31, 2011

The Directors are pleased to present the 57th Annual Report and Audited Statement of Accounts for the financial year ended 31st December, 2011.

FINANCIAL RESULTS [Rs. in million]

For the year For the year ended ended 31.12.2011 31.12.2010

Total Income:

Gross Sales 11,544.43 9,304.67

Deduct: Excise Duty 939.85 721.81

10,604.58 8,582.86

Business and other Income 1,086.79 935.88

Profit before Tax, Depreciation, Finance Charges & Prior Period Items 1,253.29 1,102.17

Deduct:

Depreciation and Amortization 536.59 482.25

Finance Charges 248.56 139.32

Profit /(Loss) before Tax and Prior Period Items 468.14 480.60

Provision for Tax

- Current 123.40 -

- Fringe Benefit - -

- Deferred Tax (Credit) (11.61) 113.04

Net Profit/(Loss) after Tax 356.35 367.57

Prior Period Items (18.27) 23.68

Balance brought forward 440.13 96.24

Surplus/(Loss) carried to balance sheet 814.75 440.13

Operations

The Net income of the Company during the year ended 31st December 2011 was Rs. 11,691.37 million as against Rs. 9,518.74 million for the year ended 31st December 2010.

During the year under review, the Company made a Net Profit after Tax of Rs. 374.61 million as against the Net Profit after Tax of Rs. 343.89 million in the last year.

The year under review witnessed a global slowdown, impacting the Indian economy including the automobile sector. Your Company continued its focus on all round cost reduction in different areas of operations to achieve savings and gains, which significantly contributed to the above performance. Your Company's high quality products enjoy well acceptance in the market place. In line with its philosophy, your Company is committed to provide the highest quality of products to its customers.

In view of requirement of funds for the operations of the Company, no dividend is recommended for the year ended 31st December 2011.

Auditors' Comments

The Auditors have made certain comments in their Audit Report, concerning the Accounts of the Company. The Management puts forth its explanations as below:

1. With regard to Auditor's comments in their report on the recoverability of the Company's investments in GI Power Corporation Limited, the management is assessing various options for liquidating these investments as these are not related to the core business of the Company. These investments have been carried at Cost in the balance sheet and based on current assessment, the Company is confident that it would be able to recover the entire carrying value of these investments.

2. With regard to the Auditor's comments in their report on the few delays in depositing tax and other dues, the management is taking necessary remedial actions.

3. With regard to the Auditor's comments in their report on the utilization of short term borrowings for long term purposes, the management is taking necessary remedial actions.

4. With regard to the Auditor's comments in their report on physical verification of certain inventories and records thereof, the management is taking necessary remedial actions.

Directors' Responsibility Statement

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

- In the preparation of annual accounts the applicable accounting standards have been followed and that there have been no material departures;

- The Directors have selected such accounting policies and applied them consistently, except to the extent of deviations required for the better presentation of the accounts 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 31st December 2011and of the profit of the Company for the year ended on that date;

- 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;

- The Directors have prepared the annual accounts of the Company on a going concern basis.

Directors

Presently your Board consists of Five (5) Directors consisting of Mr. K.N. Subramaniam, Chairman and Non-executive Independent Director, Mr. Sunit Kapur as Managing Director, Mr. Dan Brugger, as Whole Time Finance Director & CFO, Mr. Mukul Gupta, Non- executive Independent Director and Mr. Bernhard Motel, Non-Executive Director.

Mr. Jean de Montlaur has resigned from the position of Managing Director & President of the Company w.e.f 23rd April, 2012. Further Mr. Rainer Jueckstock has also resigned as Director of the Company w.e.f 8th May, 2012. The Board records its sincere appreciation for the valuable contribution made by Mr Jean de Montlaur and Mr. Rainer Jueckstock during their respective tenures with the Company. In the Board meeting held on 8th May 2012, the Board appointed Mr. Sunit Kapur as Managing Director of the Company and Mr. Bernhard Motel as Director of the Company.

In accordance with Article 109 of the Articles of Association of the Company, Mr. Mukul Gupta and Mr. K.N. Subramaniam are retiring by rotation in the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Public Deposits

As at 31st December, 2011, your company had unclaimed Fixed Deposits of Rs. 0.19 million. No fresh/ renewed deposits were accepted during the financial year. There was no failure to make repayments of Fixed Deposits on maturity and the interest due thereon in terms of the conditions of your Company's Schemes.

Auditors

M/s. S.R. Batliboi & Co., Chartered Accountants, retire as Auditors of the Company at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment for the year 2012. They have furnished a certificate to the effect that the re-appointment, if made, will be in accordance with sub-section (1B) of Section 224 of the Companies Act, 1956.

Human Resources

The employee relations have remained cordial throughout the year and industrial harmony was maintained. Measures for the safety, training and development of the employees, continued to receive top priority. The total number of salaried and hourly paid employees, as at December 31, 2011, stood at 4535.

Safety, Health and Environment Protection

The Company sustained its initiatives to maintain a pollution free environment by reduction/ elimination of waste, optimum utilization of power and preventive maintenance of equipments and machineries to keep them in good condition. Safety and health of the people working in and around the manufacturing facilities is the top priority of the Company and we are committed to improve this performance year after year.

Corporate Social Responsibility

As part of the Corporate Social Responsibility, your Company sponsored a program in SOS Children's Village of India for the education of 171 girls at Bangalore and Rajpura. The main objective of the program is to ensure the regular education and sustainable academic performance. Accordingly, during the year 2011, your Company contributed an amount of Rs. 20,52,000/- to SOS Children's Village.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms a part of this report.

Particulars of Employees

Your Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels. Our industrial relations continue to be cordial.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all the Members of the Company, excluding the Statement of Particulars of Employees.

Any Member interested in obtaining a copy of the said Statement may write to the Company Secretary of the Company.

Acknowledgement

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, promoters, shareholders, Government Authorities and all the other business associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of the Executives, staff and workers of the Company

For and on behalf of the Board

Dan Brugger Sunit Kapur

Whole Time Finance Managing Director

Director & CFO

Place: Gurgaon

Date: May 8, 2012

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Dec 31, 2010

The Directors are pleased to present the 56th Annual Report and Audited Statement of Accounts for the financial year ended 31st December, 2010.

FINANCIAL RESULTS [Rs. in million]

For the year For the year ended ended 31.12.2010 31.12.2009

Total Income:

Gross Sales 9,304.67 7,750.69

Deduct: Excise Duty 721.81 517.57

8,582.86 7,233.12

Business and other Income 935.88 653.49

Profit before Tax, Depreciation, Finance Charges & Prior Period Items 1,102.17 1,261.10 Deduct:

Depreciation and Amortization 482.25 494.92

Finance Charges 139.32 217.05

Profit/(Loss) before Tax and Prior Period Items 480.60 549.13 Provision for Tax

-Current - (0.37)

- Fringe Benefit - 1.64

-Deferred Tax 113.04 44.51

Net Profit/(Loss) after Tax 367.57 503.34

Prior Period Items 23.68 42.38

Balance brought forward 96.24 (364.72)

Surplus/(Loss) carried to balance sheet 440.13 96.24

Operations

The Net income of the Company during the year ended 31st December 2010 was Rs. 9,518.74 million as against Rs. 7,886.61 million for the year ended 31 st December 2009.

During the year under review, the Company made a Net Profit after Tax of Rs. 343.89 million as against the Net Profit after Tax of Rs. 460.96 million in the last year.

Continuous focus on providing the high quality world class products, flexibility and Agility were identified as the mantras to win in a volatile environment. Every effort was made to achieve possible savings/cost reduction.

In view of requirement of funds for the operations of the Company, no dividend is recommended for the year ended 31 st December 2010. Auditors Comments

The Auditors have made certain comments in their Audit Report, concerning the Accounts of the Company. The Management puts forth its explanations as below:

1. The statutory auditors have reported in the auditors report for the year ended December 31, 2010 that remuneration being paid to the Managing Director for the current year and the previous year was in excess of the limits prescribed under the Companies Act 1956, by Rs. 333.28 lacs. Further, the Auditors have reported that the managerial remuneration paid to the erstwhile managing director amounting to Rs. 1 19.85 Lacs for the period April 1, 2006 to December 31, 2006 and Rs. 38.47 Lacs for the period January 1, 2007 to September 24, 2007 was in excess of the limits prescribed under the Companies Act. The Company has applied/ represented to the Central Government for the approvals and is hopeful to receive the same.

2. In the opinion of the Auditor, the interest free loan of Rs. 1,714.17 lacs (year- end balance of loans granted to such party was Rs. nil) granted to its former subsidiary, Satara Rubbers & Chemicals Limited was prejudicial to the interest of the Company. The management is of the view that such loan was not prejudicial to the interests of the Company. The Company had sold its entire investment in the said subsidiary, effective 31 st March, 2010.

3. With regard to the Auditors comment on the slight delay in depositing tax and other dues, the management is taking necessary remedial action. MANAGEMENT DISCUSSION AND ANALYSIS:

(a) Industry structures and developments

On the canvas of the Indian economy, automotive industry occupies a prominent place. Due to its deep forward and backward linkages with several key segments of the economy, automotive industry has a strong multiplier effect and is capable of being the driver of economic growth. With India being growing automotive market, the automotive sector is one of the prime drivers of the Indian economy. India has emerged as one of the favorite investment destinations for automotive manufacturers in recent times. Global auto companies are investing to tap the growing demand in India. The Indian automobile industry is geared to invest in fresh capacity signifying a rising demand for auto components as well.

Automotive Industry, one of the key drivers of the national economy, has been able to restructure itself, absorb newer technology, align itself to the global developments and realize its potential. This has significantly increased automotive industrys contribution to overall industrial growth in the country.

The auto component industry in India has grown by leap and bounds indicating a opportunistic but challenging run for the industry. The industry is transforming from being highly domestic-centric, to a force ready to face global competition.

The Indian auto component industry is extensive and highly fragmented, which has been finding the way through a period of rapid changes with great confidence. Driven by global competition, business rules are changing and liberalization has had comprehensive ramification for the industry.

(b) Opportunities and Threats

The Company drives sustainable profitable growth through leading technology and superior quality products and services.

Federal-Mogul continues to support the Company with its technical expertise. With widely recognised brands; advanced technology, strong distribution network and a committed team of employees, the Company has continued to maintain its lead in the dynamic market and is well positioned to take advantage of the growth prospects and withstand the market challenges.

As progressive leadership has given direction to the establishment. Our ability to efficiently utilize existing capacity to satisfy the increasing demand by offering wide range of products at competitive prices has embarked a strong presence in the market.

While excellence, corporate governance, professionalization, financial sustainability and functional competencies have been the focus of your Company, the Company employed best practices to proactively map the impact of its activities on its performance and profitability from economic, environment and social perspectives.

The Company faces stiff competition in the market .place as there are limited customers in the OE market. The Company also faces stiff competition with the players in the unorganized sector. Further instability in the prices of metals and pther inputs is perceived as a threat. (c) Segment wise or product wise performance

We operate mainly in two segments i.e. OEMs and the aftermarket. The company has a balanced approach to the OEMs and Aftermarket, which helps us in capitalizing on our strengths in both segments ana to respond to market fluctuations and customer strategies. (d)Outlook

The Indian economy is strongly on track and is expected to grow even higher. The business environment is expected to be growth- oriented, but volatile as well. The Company is likely to maintain a steady growth oriented performance while maintaining the bottom-line margins on the back of various cost optimization measures.

* An estimation of the past growth suggests that Indian automotive industry will improve further. The growth expected in the automobile industry will give a fillip to the Companys performance and profitability. All indicators suggest a positive growth prospects for the Company.

-To remain competitive in the challenging and demanding environment, the benchmark has to be high in anticipation of the stated and unstated need of the customers and markets.

Your Company would focus its energy on its new capabilities like new technology based products, management systems etc, which will result in retaining/ enhancing customer access, reduced costs and improved margins.

The combination of effective manufacturing costs along with quality systems would give an edge to the Company in terms of pricing and quality. Expansion and diversification will help break into new markets. Technical edge, specialization, innovation and networking will determine the success of the Company in this globally competitive environment.

(e) Risks and concern

The Company operates in an environment which is affected by various risks some of which are controllable while some are outside the control of the Company. However, the Company has been taking appropriate measures to mitigate these risks on a continuous basis. Some of the risks that are potentially significant in nature and need careful monitoring are listed hereunder:

1. Raw material prices:

Our profitability and cost effectiveness may be affected due to change in the prices of raw materials and other inputs.

2. Foreign Currency Risks:

Exchange rate fluctuations may have an adverse impact on the Company.

3. Technical Intensive Industry:

The automobile industry is a technical intensive industry and thus faced with a constant demand for new designs, knowledge of nascent technology to meet market requirements.

4. Cyclical nature of the Industry: The Companys growth is finked to those of the automobile Industry, which is cyclical in nature. The demand for automobiles has a significant impaction the demand and prices of the products manufactured by the Company. A fall in the demand and / or prices would adversely impact the financial performance of the Company.

5. Increasing competition :

Increasing competition across both OEMs and after market segment, may put some pressure on market share.

(f) Adequacy of Internal Contrail Systems

The Company has an Audit Committee headed by a non-executive independent director, inter-alia, to oversee the Companys financial reporting process, disclosure of financial information, performance of statutory and internal auditors, functions, internal control systems, related party transactions, investigation relating to suspected fraud or failure of internal audit control, to name a few, as well as other areas requiring mandatory review per Clause 49 of the Listing Agreement with the stock exchanges. The powers of the Audit Committee, inter-alia, include seeking information from any employee, directing the Companys internal Audit function, obtaining outside legal or other professional advice and investigating any activity of the Company within the Committees terms of reference.

The company has a well defined internal control system, which aims of protection of Companys resources, efficiency of operations, compliances with the legal obligations and Companys policies and procedures.

Subsidiary Companies

Federal- Mogul TPR [India] Limited

For the Financial year ended December 31, 2010 the Company has achieved a total income of Rs.939.02 million as against Rs. 785.32 million for the year ended 31.st December, 2009 showing, an increase of 19.57% as compared to the previous year. The profit before tax showed an increase or 36133% over the previous year due to the operational improvements.

In view of the profitability, the Board has recommended a Dividend,of 6.% on the Cumulative Preference Shares and 67% Dividend on Equity Shares of the Company. Satara Rubbers and Chemicals Limited (Till 31 st March, 2010)

The Company has sold its entire investment in the shares of Satara Rubbers & Chemical Limited (Wholly owned subsidiary) to Akme Projects Limited on 31st March 2010.

Statement pursuant to Section 212 of the Companies Act, 1956 as also the annual accounts of the subsidiaries form a part of the Companys Annual Report.

Consolidated Financial Statements

In compliance with Clause 32 and Clause 50 of the Listing Agreements with the Stock Exchanges, and as per the Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements along with the Auditors Report have been annexed with this report. Issue and utilization of Right issue proceeds

The Company had raised an amount of Rs. 1,288,626,752 by allotment of 23011192 shares on rights basis to the existing shareholders vide Letter of Offer dated 5th November 2008 (LOO) out of which Rs. 1,148.77 Lacs could not be utilized as on December 31, 2009 as per the objects of the issue.

In the Annual General Meeting held on 25th June, 2010, the shareholders of the Company had approved, under Section 61 of the Companies Act, 1956, utilization of the proceeds of the aforesaid rights issue for the purpose of:

1. Rs. 1 138.42 lacs for the purchase of machineries other than those specified in the LOO, under the same category i.e. "Payment to Suppliers for the purchase of machineries (including interest)", based on the current business estimates.

2. Rs. 10.35 Lacs under the category "Issue Expenses", inter-se to the object category of "General Corporate Purposes".

Directors Responsibility Statement

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

- In the preparation of annual accounts the applicable accounting standards have been followed and that there have been no material departures;

- The Directors have selected such accounting policies and applied them consistently, except to the extent of deviations required for the better presentation of the accounts 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 31 st December 2010 and of the profit of the Company for the year ended on that date;

- 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;

- The Directors have prepared the annual accounts of the Company on a going concern basis.

Directors

During the year, Mr. Rustin Murdock resigned as Whole Time Director, effective 30th June, 2010. In the Board meeting held on 12th November, 2010 Mr. Brugger was appointed as Whole Tfme Finance Director.

Your Board places on record its appreciation for the valuable contribution made by Mr. Rustin Murdock as Whole Time Director & CFO. Presently your Board consists of Five (5) Directors consisting of Mr. K.N. Subramaniam, Chairman and Non-executive Independent Director, Mr. Jean de Montlaur as Managing Director & President, Mr. Dan Brugger, as Whole Time Finance Director & CFO, Mr. Mukul Gupta, Non-executive Independent Director and Mr. Rainer Jueckstock, Non-Executive Director.

In accordance with Article 109 of the Articles of Association of the Company, Mr. Mukul Gupta is retiring by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. Public Deposits

As at 31st December, 2010, your company had unclaimed Fixed Deposits of Rs. 0.36 million. No fresh/renewed deposits were accepted during the financial year. There was no failure to make repayments of Fixed Deposits on maturity and the interest due thereon in terms of the conditions of your Companys Schemes. Auditors

M/s. S.R. Batliboi & Co., Chartered Accountants, retire as Auditors of the Company at the forthcoming Annual General Meeting ;and being eligible, offer themselves for re-appointment for the year 201 1. They have furnished a certificate to the effect that the re-appointment, if made, will be in accordance with sub-section (1 B) of Section 224 of the Companies Act, 1956.

Human Resources

The employee relations have remained cordial throughout the year and industrial harmony was maintained. Measures for the safety, training and development of the employees, continued to receive top priority. The total number of salaried and hourly paid employees, as at December 31, 2010, stood at 4501. Safety, Health and Environment Protection

The Company sustained its initiatives to maintain a pollution free environment by reduction/ elimination of waste, optimum utilization of power and preventive maintenance of equipments and machineries to keep them in good condition. Safety and health of the people working in and around the manufacturing facilities is the top priority of the Company and we are committed to improving this performance year after year. Cautionary Statement

Certain statements in the Management Discussion and Analysis describing the Companys views about the Industry, expectations/predictions, objectives etc may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed or implied in these statements. The Companys operations may, inter-alia, be affected by the supply and demand situations, input prices and availability, changes in Government regulations, tax laws and other factors such as industry relations and economic developments etc. Investors should bear the above in mind.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms a part of this report. Particulars of Employees

The particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 are given as an Annexure to this report. Acknowledgement

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, promoters, shareholders, Government Authorities and all the other business associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of the Executives, staff and workers of the Company

For and on behalf of the Board Dan Brugger Jean de Montlaur

Whole Time Finance Managing Director

Director & CFO & President

Dote: March 1, 2011

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Dec 31, 2009

The Directors are pleased to present the 55th Annual Report and Audited Statement of Accounts for the financial year ended 31 st December, 2009.

FINANCIAL RESULTS [Rs. in million]

For the year For the year ended ended 31.12.2009 31.12.2008

Total Income:

Gross Sales 7,750.69 7,544.77

Deduct: Excise Duty 517.57 819.43

7,233.12 6,725.34

Business and other Income 653.49 431.44

Profit before Tax, Depreciation, Finance Charges & Prior Period Items 1,261.10 725.85

Deduct:

Depreciation and Amortization 494.92 463.41

Finance Charges 217.05 309.89

Profit /(Loss) before Tax and Prior Period Items 549.13 (47.45)

Provision for Tax

- Current (0.37) 6.72

- Fringe Benefit 1.64 10.5

- Deferred Tax 44.51 --

Net Profit/(Loss) after Tax 503.34 (64.67)

Prior Period Items (42.38) (4.25)

Balance brought forward (364.72) (295.80)

Surplus/(Loss) carried to balance sheet 96.24 (364.72)

Operations

The Net income of the Company during the year ended 31st December 2009 was Rs. 7,886.61 million as against Rs. 7,156.78 million for the year ended 31st December 2008.

During the year under review, the Company made a Net Profit after Tax of Rs. 460.96 million as against a loss of Rs. 68.92 million in the last year.

In view of requirement of funds for the operations of the Company, no dividend is recommended for the year ended 31 st December 2009. Auditors Comments

The Auditors have made certain comments in their Audit Report, concerning the Accounts of the Company. The Management puts forth its explanations as below:

1. The Company has paid remuneration to the Managing Director, which is in excess of permissible limit for remuneration under Schedule XIII of the Companies Act, 1956.

The Company has applied for Central Governments approval for the managerial remuneration and the Director has given written confirmation to the Company that to the extent such remuneration is not approved by the Central Government, he will refund the said amount to the Company.

2. The Company had paid remuneration to erstwhile Managing Director for the periods April 1, 2006 to December 31, 2006 and January 1, 2007 to September 24, 2007 respectively which was in excess of permissible remuneration under Schedule XIII of the Companies Act, 1956. The application for payment of remuneration for the period January 1, 2007 to September 24, 2007 is pending with the Central Government. Further, the Company is in the process of filing an application for waiver of recovery of the remuneration paid for the period April 1, 2006 to December 31, 2006.

3. Interest free loan of Rs. 171.47 million has been given to a Company, which in the opinion of the Auditors is prejudicial to the interests of the Company.

The Company has given the said loan to Satara Rubbers and Chemicals Limited, the wholly owned subsidiary of the Company, in respect of the property owned by Satara Rubbers and Chemicals Limited which is used by Company as its office premises. Therefore, the Management is of the view that neither such loan nor it terms are prejudicial to the interests of the Company.

4. The Company is regular in depositing the statutory dues but our internal review process identified that there has been slight delay in a few cases. The management is taking necessary remedial steps.



Directors Responsibility Statement

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

- In the preparation of annual accounts the applicable accounting standards have been followed and that there have been no material departures;

- The Directors have selected such accounting policies and applied them consistently, except to the extent of deviations required for the better presentation of the accounts 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 31st December 2009 and of the profit of the Company for the year ended on that date;

- 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;

- The Directors have prepared the annual accounts of the Company on a going concern basis.

Directors

Presently your Board consists of Five (5) Directors comprising of Mr. K.N. Subramaniam, Chairman and Non-executive Independent Director, Mr. Jean de Montlaur as Managing Director & President, Mr. Rustin Murdock, as Whole Time Director & CFO, Mr. Mukul Gupta, Non-executive Independent Director and Mr. Rainer Jueckstock, Non-Executive Director.

In accordance with Article 109 of the Articles of Association of the Company, Mr. Rainer Jueckstock is retiring by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Public Deposits

As at 31 st December, 2009, your company had unclaimed Fixed Deposits of Rs. 0.51 million. No fresh/ renewed deposits were accepted during the financial year. There was no failure to make repayments of Fixed Deposits on maturity and the interest due thereon in terms of the conditions of your Companys Schemes.

Auditors

M/s. S.R. Batliboi & Co., Chartered Accountants, retire as Auditors of the Company at the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment for the year 2010. They have furnished a certificate to the effect that the re- appointment, if made, will be in accordance with sub-section (1B) of Section 224 of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms a part of this report.

Particulars of Employees

The particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 are given as an Annexure to this report.

Acknowledgement

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, promoters, shareholders, Government Authorities and all the other business associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of the Executives, staff and workers of the Company

For and on behalf of the Board

Rustin Murdock Jean de Montlaur Whole Time Director Managing Director & CFO & President

Place: Gurgaon Date: March 19, 2010