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A Oneindia Venture

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Force Motors Ltd.

Mar 31, 2025

The Directors are pleased to present the 66^th Annual Report, together with the audited standalone and consolidated Financial Statements for the Financial
Year ended on March 31,2025.

1. FINANCIAL RESULTS

('' in lacs)

Standalone

Particulars	2024-25	2023-24
Revenue from Operations	8,07,123	6,99,165
Other Income	5,656	3,910
Profit / (Loss) before Depreciation, Exceptional Items & Taxes	1,12,291	88,518
Depreciation	28,024	26,675
Profit / (Loss) before Exceptional Items and Tax	84,267	61,843
Exceptional Items	39,457	--
Profit / (Loss) Before Tax	1,23,724	61,843
Provision for Taxation	43,727	21,674
Profit / (Loss) After Tax	79,997	40,169
Other Comprehensive Income	387	517
Comprehensive Income for the year	80,384	40,686
Equity Dividend	2,635	1,318
Balance in Retained Earnings	2,64,345	1,87,277

('' in lacs)

Consolidated

Particulars	2024-25	2023-24
Revenue from Operations	8,07,173	6,99,213
Other Income	5,656	3,910
Profit / (Loss) before Depreciation, Exceptional Items & Taxes	1,12,341	88,565
Depreciation	28,024	26,675
Share of Profit/(Loss) of Joint Venture	52	(1,383)
Profit / (Loss) before Exceptional Items and Tax	84,369	60,507
Exceptional Items	39,457	--
Profit / (Loss) Before Tax	1,23,826	60,507
Provision for Taxation	43,740	21,686
Profit / (Loss) After Tax	80,086	38,821
Other Comprehensive Income	390	520
Comprehensive Income for the year	80,476	39,341
Attributable to :
(a) Equity holders of the Company	80,464	39,329
(b) Non-controlling Interest	12	12
Net Transfer to General Reserve	5	5
Equity Dividend	2,635	1,318
Balance in Retained Earnings	2,57,235	1,80,092

No transfer of any amount to general reserve is proposed.

2. STATE OF COMPANY''S AFFAIRS AND FUTURE
OUTLOOK

It is heartening to note that the Company achieved very good
growth in turnover (15.44%), and profitability (99.15%) including
exceptional item, as the economy returned to normalcy. After years
of stress, segments such as Tour and Travel, School Buses, and
buses for Commuting Professionals - all saw satisfactory growth
in demand.

The Company had exited its tractor business in planned and
smooth manner and now only caters spare parts required for
maintenance.

The new products incorporating excellent features coupled with
their traditionally reliable and robust drivelines have received
very good traction in the market. The Urbania and the Gurkha
are, in a way, aspirational products. The evaluation of the market
to demanding high quality with modern features is very much in
keeping with the normal trend of markets - which move in the
direction of aspirational products, based on improvement in the
per capita income, and the GDP of a country.

Improvement in topline on a consolidated basis is from ''6,99,213
lacs to ''8,07,173 lacs. The EBITDA achieved is 14.35%. Going
forward, every effort is being made to maintain and improve upon
these figures.

The component business of supply of engines, etc. from the
Chakan, Pune Plant to Mercedes Benz India Pvt. Limited, and from
the Sengundram, Chennai Plant to BMW India Pvt. Limited, has
also shown very good stability and steady growth.

A feature to be noted of the Indian economy where, in the automobile
sector - covering 2-wheelers, commercial vehicles, cars, etc., the
significant achievement by the Indian owned manufacturers to field
competitive, modern, efficient and attractive products, is a matter
of great satisfaction.

In their own categories, the all new Urbania, the Gurkha, the
Traveller Monobus, as also the much modernized, improved and
widened Traveller range, fit into this evolving situation, to our
advantage.

The stability in production, sharp customer focus resulting in the
success of the new products in the Indian market, is enabling the
Company to emphasise export of these products to more evolved
markets as well.

The Indian economy, in spite of many geo-political and economic
upheavals around the world, has maintained a remarkably
steady state of growth, is surely providing a strong foundation
for the Company''s, the Automotive Industry''s and the country''s
remarkable progress - in continuing on its path of progress.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there is no change in the nature of
business of the Company.

4. DIVIDEND

The Board recommended a dividend of '' 40 per share for the year
under review, at its Meeting held on April 25, 2025. The same will
be paid subject to the approval of Members at the ensuing Annual
General Meeting (AGM) of the Company.

The dividend recommended is in accordance with the principles
and criteria as set out in the Dividend Distribution Policy of the
Company pursuant to the provisions of Regulation 43A of SEBI
(LODR) Regulations, 2015. The Dividend Distribution Policy is
available on the Company''s website at https://www.forcemotors.
com/wp-content/uploads/2025/02/Dividend-Distribution-Policy.pdf

The total payout w.r.t. the dividend recommended for the Financial
Year 2024-25 will be '' 5,271 lacs as against '' 2,636 lacs for the
previous financial year.

The details of dividend and shares transferred to the Investor
Education and Protection Fund during the year under review are
covered in the Report on Corporate Governance.

5. SHARE CAPITAL

The paid-up equity share capital as on March 31, 2025 was
'' 1,318 lacs. The Company did not issue any shares by way of
public issue, rights issue, bonus issue or preferential issue or
otherwise during the year under review. The Company has not
issued any shares with differential voting rights or granted stock
options or sweat equity, during the year under review.

6. ANNUAL RETURN

The Annual Return as on March 31, 2025, pursuant to the
provisions of Section 92 of the Act and the Rules made thereunder,
is available on the website of the Company at https://www.
forcemotors.com/investor/

7. NUMBER OF MEETINGS OF THE BOARD OF
DIRECTORS

The Board met Four times during the financial year. Details of these
meetings are provided in the Report on Corporate Governance that
forms part of this Annual Report.

Committees of the Board

Pursuant to the provisions of the Act and the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the LODR Regulations), the
Board of Directors have constituted the following Committees:

â¢ Audit Committee;

â¢ Nomination and Remuneration Committee;

â¢ Corporate Social Responsibility Committee;

â¢ Stakeholders'' Relationship Committee; and

â¢ Risk Management Committee

Details of composition, terms of reference and number of meetings
held during the Financial Year 2024-25, for the aforementioned
Committees are given in the Report on Corporate Governance,
which forms a part of this Report. Further, during the year under
review, all recommendations made by the various Committees
have been considered and accepted by the Board.

8. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has not given any loans, guarantees under Section
186 of the Companies Act, 2013 (âthe Actâ) during the year
under review. Further, the Company during the year, has made
investment of '' 2,68,74,210 by acquiring 26,87,421 Equity Shares
of '' 10/- each, equivalent to 12.21% of share capital of TP Surya
Limited. Particulars of investments made by the Company up to
the period under report are provided in the Financial Statements
attached to this Report.

9. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTY

During the Financial Year 2024-25, pursuant to Section 177 of the
Act and Regulation 23 of the LODR Regulations, all Related Party
Transactions (RPTs) were placed before the Audit Committee for
its approval.

During the year under review, the Company has not entered into
RPTs in excess of the limits specified under Regulation 23 of the
LODR Regulations.

All RPTs entered during the year were entered in the ordinary
course of business and on arm''s length basis. There were no
transactions requiring disclosure under section 134(3)(h) of the
Act. Hence, the prescribed Form AOC-2 does not form a part of
this report.

10. EXPLANATION / COMMENTS ON ANY
QUALIFICATION OF THE AUDITORS

There are no qualifications, reservations or adverse remarks made
either by the Statutory Auditors or by the Secretarial Auditor in their
respective audit reports.

11. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting
the financial position of the Company, which have occurred after
the end of the period under review.

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

The Company''s emphasis, both on renewable sources of
energy and environment conservation, have been pursued with
determination over the last year. Current solar power production

capacity created, at various Plants of the Company, is 14.8
megawatt as of now.

Further, solar power installation is strongly afoot. Also, the
purchase agreements with Tata Power Renewable Energy Limited
continue to be in place.

An interesting feature is the effort at tree plantation, rain water
harvesting, water storage, and use of condensation water, which
has been strongly pursued. A small forest, inside our Plant at
Pithampur is home to a variety of wild life, including astonishingly
to NILGAIs which are quite large animals. These have appeared
there on their own having migrated from nearby forests.

Enhanced emphasis on improved maintenance, to plug air leakages
and install intelligent devices to consume only appropriate air and
electric energy, besides determined switch to LED lamps continue
to improve our energy, ecology and conservation efforts.

Technology Absorption & Development

The Company''s efforts at new product development, new process
developments continue enthusiastically.

The Company traditionally, over the last more than half a century,
has emphasized developing appropriate products for the evolving
Indian market, and now, for the more sophisticated markets.
With local research and development, the all new products such
as Urbania, Gurkha, Monobus and our BS 6.2 drivelines - are
home-grown, and are excellently placed for the product range we
manufacture and markets we serve.

We have continued to maintain a consistent percentage of
expenditure on R&D. The details are as follows:

Particulars	2024-25 ('' in lacs)	2023-24 ('' in lacs)
Capital Expenditure on R&D	12,495	7,836
Revenue Expenditure on R&D	17,182	17,081
Total R&D Expenditure	29,677	24,917
Revenue from Operations	8,07,123	6,99,165
% of total R&D Expenditure to Revenue from Operations	3.68%	3.56%

Foreign Exchange Earnings and Outgo

The foreign exchange earned by the Company during the year
under review was of ''12,724 lacs as against ''16,695 lacs during
the previous year.

Total foreign exchange outflow during the year under review was
'' 1,14,198 lacs as compared to ''1,06,365 lacs during the previous
year.

13. SUBSIDIARIES

The Company has two subsidiaries, viz., Force MTU Power
Systems Private Limited (FMTU) and Tempo Finance (West)
Private Limited.

During the year under review, FMTU achieved a top line of
'' 27,357 lacs as compared to top line of '' 26,229 lacs during
the previous Financial Year. It recorded net profit of '' 101 lacs
during the current Financial Year, as compared to the loss of
'' 2,712 lacs, during the previous Financial Year.

Company''s subsidiary FMTU, has successfully achieved
profitability for the first time since inception. Localization and
stabilization of the production would help the Company sustainably
improve the margins going forward.

Tempo Finance (West) Private Limited achieved a top line of '' 50
lacs during the current Financial Year as compared to top line of ''
47 lacs during the previous Financial Year. It recorded net profit of
'' 37 lacs during the current Financial Year, as compared to the net
profit of '' 35 lacs, during the previous Financial Year.

A statement containing the salient features of the Financial
Statement of Subsidiaries, Associates and Joint Ventures in the
prescribed format AOC-1, forms part of the Audited Financial
Statements of the Company.

The Audited Financial Statements of the above-mentioned
subsidiaries are available on the website of the Company at
www.forcemotors.com, for inspection by any Member of the
Company.

The policy for âDetermining Material Subsidiaries & its Governance
Framework'' is also available on the Company''s website at
www.forcemotors.com.

14. RISK MANAGEMENT

The Company has in place a comprehensive Risk Management
Framework, to identify, monitor, review and take all necessary
steps towards mitigation of any risk elements which can impact the
business health of the Company, on a periodic basis.

All the identified risks are managed through continuous review
of business parameters by the Management and the Risk
Management Committee. The Board of Directors is also informed
of the risks and concerns from time to time.

The details of composition and meetings of the Risk Management
Committee held during the financial year are covered in the Report
on Corporate Governance.

15. CHANGES IN THE DIRECTORS AND KEY
MANAGERIAL PERSONNEL

A. Re-Appointment of Managing Director(s) and Whole-time
Director

During the year under review, the Members of the Company
approved re-appointment of Mr. Abhaykumar Navalmal Firodia
as Managing Director, designated as Chairman of the Company,
re-appointment of Mr. Prasan Abhaykumar Firodia as Managing

Director of the Company and re-appointment of Mr. Prashant
V. Inamdar as Executive Director (Operations) of the Company.
The Members of the Company also approved re-appointment of
Mr. Prashant V. Inamdar (DIN: 07071502), the Executive Director
(Operations) of the Company, who was liable to retire by rotation.

B. Cessation of Directors and Key Managerial Personnels

During the year under review, Mr. Arvind Mahajan and Lt. Gen. Dr.
D.B. Shekatkar (Retd.) ceased to be Independent Directors of the
Company with effect from September 27, 2024 and February 12,
2025 respectively due to completion of second term as Independent
Directors. The Board placed on record its appreciation towards the
valuable contributions made by them as Independent Directors
during their association with the Company.

Further, Mr. Nikhil Deshpande, resigned as Company Secretary
and Compliance Officer of the Company, effective from closing
of business hours on July 30, 2024 and consequent upon his
cessation, Mr. Rohan Sampat was appointed as Company
Secretary and Compliance Officer of the Company with effect from
July 31,2024.

Further, Mr. Sanjay Kumar Bohra, resigned as Chief Financial
Officer and Key Managerial Personnel of the Company, with effect
from June 09, 2025.

The Board placed on record its appreciation for professional
contribution made by KMP''s during their association with the
Company.

Further, based on the recommendations of the Nomination and
Remuneration Committee and Audit Committee, the Board of
Directors in its meeting held on 9^th June, 2025, appointed Mr. Rishi
Luharuka as the Chief Financial Officer (CFO) and Key Managerial
Personnel (KMP) of the Company, designated as âPresident-Group
CFO'' with effect from June 10, 2025.

C. Directors Retiring by Rotation

Pursuant to the provisions of section 152 of the Act, Mr. Prashant
V. Inamdar, Executive Director (Operations), is liable to retire by
rotation at the ensuing Annual General Meeting of the Company
and being eligible, offers himself for re-appointment.

The Board recommends his re-appointment.

Apart from above, there was no other change in the Directors and
Key Managerial Personnel during the period under review.

16. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their declarations to the
Board that they fulfill all the criteria of independence as stipulated
in Section 149(6) of the Act and in Regulation 16(1)(b) of the LODR
Regulations. The Board after assessing its veracity has taken the
same on record.

17. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURT OR TRIBUNAL

There was no significant and material order passed by any
regulator or court or tribunal impacting the going concern status of
the Company''s operations in future, during the year under report.
As reported earlier, petition challenging the decision of the Hon''ble
High Court of Judicature at Bombay, in respect of change in the
name of the Company is still under consideration of the Hon''ble
Supreme Court of India.

18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

M/s. Capri Assurance & Advisory Services, Chennai and M/s. Jugal
S. Rathi, Chartered Accountants, Pune, are the Internal Auditors
of the Company. The internal financial controls are adequate with
reference to the financial status, size and operations of the Company.

19. FIXED DEPOSITS

The Company currently has no Fixed Deposit Scheme in place.
The details of earlier deposits are furnished hereunder:

Sr. No.	Particulars	Nos.	Amount ('' in lacs)
a)	Accepted or renewed during the year	0	0
b)	Remained unpaid or unclaimed as at the end of the year (March 31 2025)*	05	0.60
c)	Whether there has been any default in		repayment of
	deposits or payment of interest thereon during the year and
	if so, number of such cases and the total amount involved.
	(i) at the beginning of the year	0	0
	(ii) maximum during the year	0	0
	(iii) at the end of the year	0	0

*The deposits are matured, claimed but have been withheld on the
instructions of the Statutory Authorities (CBI) and will be repaid upon
their approval.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Annual Report on the CSR activities of the Company, pursuant
to Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, is annexed to this Report.

21. VIGIL MECHANISM & WHISTLE
BLOWER POLICY

The Company has established a vigil mechanism, formulated
a Whistleblower Policy and the Audit Committee oversees the
genuine concerns expressed by the employees and other Directors.
The Company has also provided adequate safeguards against
victimisation of employees and/or Directors who express their
concerns. The mechanism provides direct access to the Chairman
of the Audit Committee in exceptional cases. The details of the
mechanism / policy are disclosed on the website of the Company at
https://www.forcemotors.com/wp-content/uploads/2025/02/Whiste-
Blower-Policy1.pdf

22. POLICY ON DIRECTORS APPOINTMENT AND
REMUNERATION

The Remuneration Policy of the Company and other related
matters as provided under Section 178(3) and 178(4) of the Act
are available on the website of the Company at https://www.
forcemotors.com/wp-content/uploads/2025/02/Remuneration-
Policy-New.pdf The Policy covers criteria for recommending and
approving the remuneration of Non-Executive and Executive
Directors, Key Managerial Persons as well as senior management
employees of the Company.

23. FORMAL ANNUAL EVALUATION OF THE
PERFORMANCE OF BOARD / COMMITTEES
AND DIRECTORS

I nformation on the manner in which formal annual evaluation is
made by the Board, of its own performance, that of its committees
and the individual Director''s, is given in the Report on Corporate
Governance.

24. CORPORATE GOVERNANCE

The Company has taken all necessary steps to implement the
provisions of the LODR Regulations, and a detailed report on the
various matters, including the Auditors'' Certificate on Corporate
Governance, is annexed to this Report.

25. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

I n terms of the Regulation 34(2) of the LODR Regulations, the
Business Responsibility and Sustainability Report (BRSR) forms
part of the Annual Report.

26. DETAILS OF DIRECTORS AND EMPLOYEES''
REMUNERATION

Details as required under the provisions of Section 197(12) of
the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended;
are annexed to this report.

Details as required under the provisions of Section 197(12) of the
Act, read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as
amended; which form part of this report, will be made available
to any Member on request, as per the provisions of Rule 5(3) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

27. DISCLOSURE ON SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted 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
complaints, if any, received regarding sexual harassment. All
employees, as defined under the said Act, are covered under
this policy. Awareness programs were carried out against sexual
harassment. There were no complaints received, disposed off
during the year under review. Further, there are no complaints
pending as on March 31,2025.

28. DETAILS OF FRAUDS REPORTED BY AUDITORS

There are no frauds against the Company reported by the Auditors
for the period under report.

29. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors of your Company to the best of their knowledge and
belief and according to the information and explanations obtained
by them, make the following statements in terms of Section 134 (3)

(a) i n the preparation of the Annual Financial Statements for
the year ended March 31, 2025, the applicable accounting
standards have been followed along with proper explanation
relating to material departures;

(b) for the Financial Year ended March 31, 2025, such
accounting policies as mentioned in the Notes to the
Financial Statements have been applied consistently and
judgments and estimates that are reasonable and prudent
have been made so as to give a true and fair view of the state
of affairs of the Company and of the profit of the Company for
the year ended March 31,2025;

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

(d) the Annual Financial Statements have been prepared on a
going concern basis;

(e) that proper internal financial controls were followed by
the Company and that such internal financial controls are
adequate and were operating effectively;

(f) that proper systems to ensure compliance with the provisions
of all applicable laws were in place and that such systems
are adequate and operating effectively.

30. SECRETARIAL STANDARDS OF THE ICSI

The Company has complied with the Secretarial Standards on
the Meetings of Board of Directors (SS-1) and General Meetings
(SS-2), as issued and amended, by the Institute of Company
Secretaries of India (âthe ICSI'').

31. STATUTORY AUDITOR

The Members, at 63^rd AGM held on September 28, 2022, have
appointed M/s. Kirtane & Pandit LLP, Chartered Accountants (Firm
Registration No. 105215W / W100057), Pune, as the Statutory
Auditors of the Company for the second term of period of five years,
i.e. up to the conclusion of the 68^th AGM to be held in the year
2027, with an authority to the Board to decide / revise remuneration
of the Statutory Auditors from time to time during their term.

32. COST ACCOUNTANT

The Board of Directors of the Company had appointed M/s. Joshi
Apte & Associates, Cost Accountants, Pune, for verification and
review of the Cost Records of the Company, for the Financial Year
2024-25. M/s. Joshi Apte & Associates, Cost Accountants, Pune,
have verified and reviewed the said records for the Financial Year
2024-25.

Further, the provisions of Section 148(1) of the Act relating to
maintenance of cost records are applicable to the Company.

33. SECRETARIAL AUDIT REPORT

SIUT & Co LLP, Practicing Firm of Company Secretaries having
Registration No. LLPIN: ABA-6960, was appointed to conduct the
Secretarial Audit of the Company for the Financial Year 2024-25, as
required under Section 204 of the Act and Rules made thereunder.
The Secretarial Audit Report, in Form MR-3, for the Financial Year
2024-25, is annexed to this report.

Further, in order to comply with the LODR Regulations, as amended
on December 13, 2024 and pursuant to applicable provisions
of Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, your Company has, subject to approval
of the Members in the ensuing annual general meeting, appointed

SIUT & Co LLP, Practicing Firm of Company Secretaries having
Registration No. LLPIN: ABA-6960 and Peer Review Certificate
No. 5460/2024 as Secretarial Auditors of the Company for the
Audit Period of 5 consecutive years commencing from Financial
Year 2025-2026 till Financial Year 2029-2030 at remuneration as
may be decided by the Board of Directors.

34. INDUSTRIAL RELATIONS

The industrial relations at all the Plants of the Company have been
cordial during the year.

35. OTHER DISCLOSURES

No disclosure or reporting is required in respect of the following
matters as there were no transactions on these items during the
year under review:

â¢ There was no instance of one-time settlement with any Bank
or Financial Institution.

â¢ There is no proceedings pending under the Insolvency and
Bankruptcy Code, 2016.

â¢ The Company has complied with the provisions relating to
the Maternity Benefit Act, 1961.

â¢ The securities of the Company were not suspended from
trading during the year under review on account of corporate
actions or otherwise.

36. APPRECIATION

The Directors express their gratitude to the Dealers, Suppliers and
Banks for their support, and express their warm appreciation for
the sincere co-operation and dedicated work by the employees of
the Company.

For and on behalf of the Board of Directors
Force Motors Limited

Abhaykumar Navalmal Firodia

Chairman
DIN:00025179

Pune, July 23, 2025
Registered Office:

Mumbai - Pune Road, Akurdi, Pune - 411 035.

CIN: L34102PN1958PLC011172
Website: www.forcemotors.com
Phone: (Board) 91 20 2747 6381
E-mail: compliance-officer@forcemotors.com

Mar 31, 2024

The Directors are pleased to present the 65th Annual Report, together with the audited standalone and consolidated Financial Statements for the Financial Year ended on 31st March, 2024.

1. Financial Results

(Rs. in Lakh) Standalone
Particulars	2023-24	2022-23
Revenue from Operations	6,99,165	5,02,859
Otherlncome	3,910	6,203
Profit / (Loss) before Depreciation, Exceptional Items & Taxes	88,518	32,305
Depreciation	26,675	24,074
Profit / (Loss) before Exceptional Items and Tax	61,843	8,231
Exceptional Items	--	20,832
Profit / (Loss) Before Tax	61,843	29,063
Provision for Taxation	21,674	13,858
Profit / (Loss) AfterTax	40,169	15,205
Other Comprehensive Income	517	664
Comprehensive Income for the year	40,686	15,869
Equity Dividend	1,318	1,318
Balance in Retained Earnings	1,87,277	1,48,572

(? in Lakh) Consolidated
Particulars	2023-24	2022-23
Revenue from Operations	6,99,213	5,02,898
Otherlncome	3,910	6,203
Profit / (Loss) before Depreciation, Exceptional Items & Taxes	88,565	32,344
Depreciation	26,675	24,074
Share of Profit/(Loss) of Joint Venture	(1,383)	(1,860)
Profit / (Loss) before Exceptional Items and Tax	60,507	6,410
Exceptional Items	--	20,832
Profit / (Loss) Before Tax	60,507	27,242
Provision for Taxation	21,686	13,868
Profit / (Loss) AfterTax	38,821	13,374
Other Comprehensive Income	520	669
Comprehensive Income for the year	39,341	14,043
Attributable to:
(a) Equity holders of the Company	39,329	14,033
(b) Non-controlling Interest	12	10
Net Transfer to General Reserve	5	5
Equity Dividend	1,318	1,318
Balance in Retained Earnings	1,80,092	1,42,749
No transfer of any amount to general reserve is proposed.

2. State of Companyâs Affairs and Future Outlook

It is heartening to note that the Company achieved very good growth in turnover (39.03%), and profitability (164.18%), as the economy returned to normalcy. After years of stress, segments such as Tour and Travel, School Buses, and buses for Commuting Professionals - all saw growth in demand, signifying proper recovery of these segments.

Due to stagnation of the Companyâs Tractor business, it was decided to exit that activity in a planned and smooth manner. Accordingly, by end of the year under consideration, the tractor production and marketing activity have been discontinued. Company only will cater spare parts required for maintenance.

The significantly updated and improved well proven products of the Company, such as the Traveller range as also the exciting new products like the Urbania, the Gurkha, as also then 33-seater Traveller Monobus - registered excellent penetration in the market, and received good reports.

Improvement in topline on a consolidated basis is from ? 5,02,898 Lakhs to ? 6,99,213 Lakhs. The EBITDA achieved is 13.67%. Going forward, every effort is being made to maintain and improve uponthesefigures.

The component business of supply of engines, etc. to Mercedes Benz India Pvt. Ltd. and BMW India Pvt. Ltd. continues to be a significant and robust part of business. Numbers fluctuate from year-to-year, on account of introduction of new products and other factors by these high-end, world-class, vehicle manufacturers.

Generally, India is steadily moving towards being a product economy, as home-grown products today do dominate the market.

Finally, while looking today at the future outlook, the Company Management Team feels more confident about the prospects of the Indian economy, and thereby of the essential manufacturing industry over the next several years. The energy in the economy is higher than before. Steadiness of demand and increasing opportunities to enter new segments, and introduce world class products, is a matter which enthuses the Companyâs Management Team.

3. Change in Nature of Business, if any

During the year under review, there is no change in the nature of business of the Company.

4. Dividend

The Board recommended a dividend of ? 20/- per share for the year under review, at its Meeting held on 26th April 2024. The same will be paid subject to the approval of Members at the ensuing Annual General Meeting (AGM) of the Company.

The total payout w.r.t. the dividend recommended for the Financial Year 2023-24 will be ? 2,636 Lakhs as against ? 1,318 Lakhs for the previous financial year.

The details of dividend and shares transferred to the Investor Education and Protection Fund during the year under review are covered in the Report on Corporate Governance.

5. Share Capital

The paid-up equity share capital as on 31st March, 2024 was ? 1,318 Lakhs. The Company did not issue any shares by way of public issue, rights issue, bonus issue or preferential issue or otherwise during the year under review. The Company has not issued any shares with differential voting rights or granted stock options or sweat equity, during the year under review.

6. Annual Return

The Annual Return as on 31st March, 2024, pursuant to the provisions of Section 92 of the Ad and the Rules made thereunder, is available on the website of the Company at https:// www.forcemotors.com/investors.php

7. Number of Meetings of the Board of Directors

The Board met seven times during the financial year. Details of these meetings are provided in the Report on Corporate Governance Report that forms part of this Annual Report.

8. Particulars of Loans, Guarantees or Investments

The Company has not made any investments, given any loans, guarantees under Section 186 of the Companies Ad, 2013 ("the Act") during the year under review. Particulars of investments made by the Company up to the period under report are provided in the Financial Statement attached to this Report.

9. Particulars of Contracts or Arrangements with Related Party During the Financial Year 2023-24, pursuant to Section 177 of the Ad and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the SEBI (LODR) Regulations, 2015â), all Related Party Transactions (RPTs) were placed before the Audit Committee for its approval.

During the year under review, the Company has not entered into RPTs in excess of the limits specified under Regulation 23 of the SEBI (LODR) Regulations, 2015.

All RPTs entered during the year were entered in the ordinary course of business and on arm''s length basis. As required under the Ad, the prescribed Form AOC-2 is a part of this Annual Report.

10. Explanation / Comments on any Qualification of the Auditors There are no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditor in their respective audit reports.

11. Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company, which have occurred after the end of the period under review.

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

The Company has continued its efforts to ensure incremental improvements in energy conservation across plant locations, and use of various equipment by acquiring and by use of improved technological solutions. Increasing use of solar power has enabled the Company to reduce its dependence on normal power supply, utilising the large areas offered by factory roofing in various plants. The Company has rooftop Solar Power Panels with capacity of 842 KW at Akurdi plant, 480 KW at Chennai plant and 750 KW at Chakan facility. Steady efforts to enhance use of solar energy are important part of the focus of the Company. The total Solar Power now installed at various facilities of the company enable a capacity of over 2.14 Megawatt. Total solar energy produced and consumed

across the plants is 19,19,328 KWH. The resultant total energy savings is about ? 255.35 Lakhs and total emission savings is 1374.24 tC02e.

The Company has also entered into Power Purchase Agreement with Tata Power Renewable Energy Limited, Mumbai in respect of procurement of Solar Power from a specific Solar Plant, under Open Access Mode.

Efforts such as Rain Water Harvesting, storing and using condensation water, using aerators in hand wash areas, using solar water heater in canteens, preventing compressed air leakages, using compressors with optimum capacity and their periodic preventive maintenance, auto cut off systems, localized switches, large scale switchover to LED lamps and such other efforts have continued across all thefacilities of the Company.

Technology Absorption & Development The Companyâs efforts at new product development, new process developments continue enthusiastically. Detailed data of Research & Development expenses are as follows:

Particulars	2023-24	2022-23
	(? in Lakh)	(? in Lakh)
Capital Expenditure onR&D	7,836	11,931
Revenue Expenditure onR&D	17,081	14,497
Total R&D Expenditure	24,917	26,428
Revenue from Operations	6,99,165	5,02,859
% of total R&D Expenditure to Revenue from Operations	3.56%	5.26%

Company has embarked on a strong drive on sustainability. This has implications on the product and process technologies employed, as also on operating practices. This is a move towards greater environment friendliness, of the Companyâs operations. Ambitious targets are fixed in this regard.

Foreign Exchange Earnings and Outgo The foreign exchange earned by the Company during the year under review was of ri6,695 Lakhs as against ?8,148 Lakhs during the previous year.

Total foreign exchange outflow during the year under review was n,06,365 Lakhs as compared to n,98,479 Lakhs during the previous year.

13. Subsidiaries

The Company has two subsidiaries, viz., Force MTU Power Systems Private Limited (FMTU) and Tempo Finance (West) Private Limited.

Companyâs subsidiary FMTU, though now stabilized in production and making progress in significant localization, has not registered a positive bottom-line, due to weak demand from the foreign market, and cost increases for supplies still required to be imported. Efforts are being made and discussions, with our partner Rolls Royce Power Systems, to address this issue effectively and continuing.

During the year under review, FMTU achieved a top line of ? 26,229.03 Lakhs as compared to top line of ^23,160.69 Lakhs during the Financial Year 2022-23. It recorded net loss of ^2,711.89 Lakhs during the Financial Year 2023-24, as compared to the loss of ^3,646.79 Lakhs, during the previous Financial Year.

Tempo Finance (West) Private Limited achieved a top line of ?47.05 Lakhs as compared to top line of ?39.32 Lakhs during the Financial Year 2022-23. If recorded net profit of ? 34.87 Lakhs during the Financial Year 2023-24, as compared to the net profit of ?28.79 Lakhs, during the previous Financial Year.

The Company does not have any other subsidiaries, joint ventures and associate companies. During the year under review there was no change in the subsidiaries of the Company. As per Section 129 of the Act, the Company has prepared the Consolidated Financial Statement of the Company, which forms part of this Annual Report. A statement containing the salient features of the Financial Statement of subsidiaries in the prescribed format AOC-1, forms part of the Audited Financial Statements of the Company.

The Audited Financial Statements of the above-mentioned subsidiaries are available on the website of the Company at www.forcemotors.com, for inspection by any Member of the Company.

The policy for ''Determining Material Subsidiaries & its Governance Framework¹ is also available on the Company''s website at www.forcemotors.com.

14. Risk Management

The Company has in place a comprehensive Risk Management Framework, to identify, monitor, review and take all necessary steps towards mitigation of any risk elements which can impact the business health of the Company, on a periodic basis.

All the identified risks are managed through continuous review of business parameters by the Management and the Risk Management Committee. The Board of Directors is also informed of the risks and concerns from time to time.

The details of composition and meetings of the Risk Management Committee held during the financial year are covered in the Report on Corporate Governance.

15. Changes in the Directors and Key Managerial Personnel

During the year under review, the Members of the Company approved re-appointment of Mr. Prashant V. Inamdar (DIN: 07071502), the Executive Director (Operations) of the Company, who was liable to retire by rotation.

Further, Mr. Gaurav Deshmukh, Company Secretary of the Company resigned from the office effective from closing of business hours on 13th May 2023 and Consequent upon his cessation, Mr. Nikhil Deshpande, was appointed as Company Secretary and Compliance Officer of the Company effective from 29th May, 2023 and further he resigned as Company Secretary and Compliance Officer with effect from 30th July, 2024. Consequent upon his cessation, Mr. Rohan Sampat was appointed as Company Secretary and Compliance Officer with effect from 31st July, 2024.

Apart from above, there was no other change in the Directors and Key Managerial Personnel during the period under review.

16. Declaration of Independent Directors

The Independent Directors have submitted their declarations to the Board that they fulfill all the criteria of independence as stipulated in Section 149(6) of the Ad and in Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. The Board after assessing its veracity has taken the same on record.

17. Details of Significant and Material Orders Passed by the Regulators or Court orTribunal

There was no significant and material order passed by any regulator or court or tribunal impacting the going concern status of

the Company''s operations in future, during the year under report. As reported earlier, petition challenging the decision of the Hon''ble High Court of Judicature at Bombay, in respect of change in the name of the Company is still under consideration of the Hon''ble Supreme Court of India.

18. Adequacy of Internal Financial Controls

M/s. Capri Assurance & Advisory Services, Chennai and M/s. Jugal S. Rathi, Chartered Accountants, Pune, are the Internal Auditors of the Company. The internal financial controls are adequate with reference to the financial status, size and operations of the Company.

19. Fixed Deposits

The Company currently has no Fixed Deposit Scheme in place. The details of earlier deposits are furnished hereunder:

Sr. No.	Particulars	Nos.	Amount (? in Lakh)
a)	Accepted or renewed during the year	0	0
b)	Remained unpaid or unclaimed as at the end of the year (31st March 2024)*	05	0.60
c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved.
	(i) at the beginning of the year	0	0
	(ii) maximum during the year	0	0
	(iii) at the end of the year	0	0
* The deposits are matured, claimed but have been withheld on the instructions of the Statutory Authorities (CBI) and will be repaid upon their approval.

20. Corporate Social Responsibility (CSR)

The Annual Report on the CSR activities of the Company, pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexedto this Report.

21. Audit Committee

The Audit Committee of the Board consists of 3 members. Details of composition of the Audit Committee are covered in the Corporate Governance Report. During the year, all recommendations made by the Audit Committee were accepted bythe Board.

The Company has established a vigil mechanism, formulated a Whistleblower Policy and this Committee oversees the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and/or Directors who express their concerns. The mechanism provides direct access to the Chairman of the Audit Committee in exceptional cases. The details of the mechanism / policy are disclosed on the website of the Company https://www.forcemotors.com/assets/Others/Whiste-Blower-Policy.pdf

22. Policy on Directors Appointment and Remuneration

The Remuneration Policy of the Company and other related matters as provided under Section 178 (3) read with Section 178(4) of the Ad are available on the website of the Company https://www. forcemdors.com/assets/Others/Remuneration-Policy-New.pdf The Policy covers criteria for recommending and approving the remuneration of Non-Executive and Executive Directors, Key Managerial Persons as well as senior management employees of the Company.

23. Formal Annual Evaluation of the Performance of Board / Committees and Directors

Information on the manner in which formal annual evaluation is made by the Board, of its own performance, that of its committees and the individual Directors, is given in the Report on Corporate Governance.

24. Corporate Governance

The Company has taken all necessary steps to implement the provisions of the SEBI (LODR) Regulations, 2015 and a detailed report on the various matters, including the Auditors'' Certificate on Corporate Governance, is annexed to this Report.

25. Business Responsibility and Sustainability Report

In terms of the Regulation 34(2) of the SEBI (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) forms part of the Annual Report.

26. Details of Directors and Employees'' Remuneration

Details as required under the provisions of Section 197 (12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended; are annexed to this report.

Details as required under the provisions of Section 197 (12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended; which form part of this report, will be made available to any Member on request, as per provisions of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

27. Disclosure on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has adopted 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 complaints, if any, received regarding sexual harassment. All employees, as defined under the said Act, are covered under this policy. Awareness programs were carried out against sexual harassment. There were no complaints received during the year under review. Further, there are no complaints pending as on 31st March, 2024.

28. Details of Frauds Reported by Auditors

There are no frauds against the Company reported by the Auditors forthe period under report.

29. Directors'' Responsibility Statement

The Directors of your Company to the best of their knowledge and belief and according to the information and explanations obtained by them, make the following statements in terms of Section 134 t3Uct of the Act:

(a) in the preparation of the Annual Financial Statements for the year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) forthe Financial Year ended 31st March 2024, such accounting policies as mentioned in the Notes to the Financial Statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the profit of the Company forthe year ended 31st March 2024;

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

(d) the Annual Financial Statements have been prepared on a going concern basis;

(e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

30. Secretarial Standards of the ICSI

The Company has complied with the Secretarial Standards on the Meetings of Board of Directors (SS-1) and General Meetings (SS-2), as issued and amended, by the Institute of Company Secretaries of India (''the ICSI'').

31. Statutory Auditor

The Members, at 63rd AGM held on 28th September 2022, have appointed M/s. Kirtane & Pandit LLR Chartered Accountants (Firm Registration No. 105215W / W100057), Pune, as the Statutory Auditors of the Company for the second term of period of five years, i.e. up to the conclusion of the 68th AGM to be held in the year 2027, with an authority to the Board to decide / revise remuneration of the Statutory Auditors from time to time during theirterm.

32. Cost Accountant

The Board of Directors of the Company had appointed M/s. Joshi Apte & Associates, Cost Accountants, Pune, for verification and review of the Cost Records of the Company, for the Financial Year 2023-24. M/s. Joshi Apte & Associates, Cost Accountants, Pune, have verified and reviewed the said records for the Financial Year 2023-24.

Further, the provisions of Section 148 of the Act relating to maintenance of cost records are applicable to the Company.

33. Secretarial Audit Report

SIUT & Co LLR Practicing Firm of Company Secretaries having Registration No. LLPIN: ABA-6960, was appointed to conduct the Secretarial Audit of the Company forthe Financial Year 2023-24, as required under Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report, in Form MR-3, forthe Financial Year 2023-24, is annexed to this report.

34. Industrial Relations

The industrial relations at all the Plants of the Company have been cordial during the year.

35. Appreciation

The Directors express their gratitude to the Dealers, Suppliers and Banks for their support, and express their warm appreciation for the sincere co-operation and dedicated work by the employees of the Company.

Mar 31, 2023

The Directors are pleased to present the 64th Annual Report, together with the audited standalone and consolidated Financial Statements forthe FinancialYearended on 31stMarch 2023.

1. Financial Results

(Rs. in Lakh) Standalone
Particulars	2022-23	2021-22
Revenue from Operations	5,02,859	3,24,004
Other Income	6,203	5,188
Profit / (Loss) before Depreciation, Exceptional Items & Taxes	32,305	7,759
Depreciation	24,074	19,094
Profit / (Loss) before Exceptional Items and Tax	8,231	(11,335)
Exceptional Items	20,832	--
Profit / (Loss) Before Tax	29,063	(11,335)
Provision for Taxation	13,858	(3,875)
Profit / (Loss) After Tax	15,205	(7,460)
Other Comprehensive Income	664	765
Comprehensive Income for the year	15,869	(6,695)
Equity Dividend	1,318	659
Balance in Retained Earnings	1,48,572	1,34,472
('' in Lakh) Consolidated
Particulars	2022-23	2021-22
Revenue from Operations	5,02,898	3,24,042
Other Income	6,203	5,188
Profit / (Loss) before Depreciation, Exceptional Items & Taxes	32,344	7,797
Depreciation	24,074	19,094
Share of Profit/(Loss) of Joint Venture	(1,860)	(1,667)
Profit / (Loss) before Exceptional Items and Tax	6,410	(12,964)
Exceptional Items	20,832	--
Profit / (Loss) Before Tax	27,242	(12,964)
Provision for Taxation	13,868	(3,865)
Profit / (Loss) After Tax	13,374	(9,099)
Other Comprehensive Income	669	771
Comprehensive Income for the year	14,043	(8,328)
Attributable to :
(a) Equity holders of the Company	14,033	(8,337)
(b) Non-controlling Interest	10	9
Net Transfer to General Reserve	5	5
Equity Dividend	1,318	659
Balance in Retained Earnings	1,42,749	1,30,489
We do not proposeto transfer any amountto general reserve.

2. State of CompanyâsAffairs and Future Outlook

It can be noted with pleasure that demand in the market for Company''s products has steadily risen over the last several quarters. After severe contraction of business over 2 years, due to the impact of Covid where significant market segments like school buses, employee transport and tour & travels were severely affected, todayfortunately all three markets are performing well, as was expected. From the last quarter of the financial year 2022-23, the business has been steadily rising. Along with the topline, the bottom line has also performed well. We do believe that this trend willcontinue.

The new generation products introduced by the Company, comprising of the completely new platform of Vans - an extension to the Traveller range - and branded the âUrbaniaâ, also the very high-tech monocoque 33 and 41-seater Monobuses, (first anywhere in the world - approximately 1 ton lighter than competition), and the very attractive and rugged, the new platform of âGurkhaâ, are all seeing increasing demand. The Urbania isin the initial stages of marketing. Thefootprint for sales is being increased in a calibrated manner. Feedback from users is very positive and encouraging, for all the three new technology and improved productplatforms.

We now have, in full flow production the Engines meeting the rigorous emission requirements of BS 6.2 level, while maintaining our excellent standards of reliability and performance. The development of the latest engines enables us to offer excellent power output and fuel economy, on the Traveller, Trax, Gurkha, Urbaniaand Monobus series.

The Component businesses of the Company for supply of engines, both to Mercedes-Benz India Pvt. Ltd. and BMW India Pvt. Ltd. has improved on robust demand volumes. These high-end world-class vehicles, in the top bracket of the passenger car market, are seeing good demand due to the stability and improving spending ability in the market. The dedicated Plants forthese products are functioning well.

Finally, while looking today at the future outlook, one can feel more confident about the prospects of the Indian economy, and thereby of the essential manufacturing industry overthe next several years. The energy in the economy is higher than before. Steadiness of demand and increasing opportunities to enter new segments, and introduce world class products, is a matter which enthuses the Company''s Management Team.

3. Change in Nature of Business, if any

During the year under review, there is no change in the nature of business of the Company.

4. Dividend

The Board recommended a dividend of'' 10/- per share forthe year under review, at its Meeting held on 29th May 2023. The same will be paid subject to the approval of shareholders at the ensuing Annual General Meeting (aGm) of the Company.

The total payout w.r.t. the dividend recommended for the Financial Year 2022-23 will be'' 13.18 Crore as against'' 13.18 Croreforthe previousfinancialyear.

The details of dividend and shares transferred to the Investor Education and Protection Fund during the year under review, are covered in the Report of Corporate Governance.

('' in Lakh)
Particulars	2022-23	2021-22
Capital Expenditure on R & D	11,931	8,663
Revenue Expenditure on R & D	14,497	10,594
Total R&D Expenditure	26,428	19,257
Total Income	5,09,062	3,29,192
% of total R&D Expenditure to Total Income	5.19%	5.85%
Revenue from Operations	5,02,859	3,24,004
% of total R&D Expenditure to Revenue from Operations	5.26%	5.94%

5. ShareCapital

The paid-up equity share capital as on 31st March 2023 was ''13.18 Crore. The Company did not issue any shares by way of public issue, rights issue, bonus issue or preferential issue etc. during the year under review. The Company has not issued any shares with differential voting rights or granted stock options or sweat equity, during the yearunder review.

6. AnnualReturn

The Annual Return as on 31st March 2023, pursuant to the provisions of Section 92 of the Act and the Rules made there under, is available on the website of the Company at https:// www.forcemotors.com/investors#shareholders-information.

7. Number of Meetings ofthe Board of Directors

The Board met four times during the financial year. The meeting details are provided in the Corporate Governance Reportthat forms part of this Annual Report.

8. Particulars of Loans, Guarantees or Investments

The Company has not made any investments, given any loans, guarantees under Section 186 of the Companies Act, 2013 ("the Act") during the year under review. Particulars of investments made by the Company upto the period under report are provided in the Financial Statement attached to this Report.

9. Particulars of Contracts orArrangements with Related Party During the Financial Year 2022-23, pursuant to Section 177 of the Act and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the SEBI (LODR) Regulations, 2015''), all Related Party Transactions (RPTs) were placed before the Audit Committee for its approval.

During the year under review, the Company has not entered into RPTs in excess ofthe limits specified under Regulation 23 ofthe SEBI (LODR) Regulations, 2015.

All RPTs entered during the year were entered in the ordinary course of business and on arm''s length basis. As required under the Act, the prescribed Form AOC-2 is a part of this Annual Report.

10. Explanation/Comments on any Qualification oftheAuditors

There are no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditor in their respective audit reports.

11. Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company, which have occurred after the end ofthe period under review.

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

The Company has continued its efforts to ensure incremental improvements in energy conservation across plant locations, various equipment etc. by use of improved technological solutions.

Increasing use of solar power has enabled the Company to reduce its dependence on normal power supply, utilising the large areas offered by factory roofing in various plants.

The installation of 480 KW Solar Power Plant at Chennai Manufacturing Facility, has been completed. Power generation from this plant will start after obtaining necessary permissions. At the Chakan facilities of the Company, installation of solar power plant having a capacity of 750 KW is in progress as on 31st March 2023. During the year under review the Company has generated Solar Power of 8.71 Lakh KW at its Akurdi Pune location which resulted in to annual electrical energy savings of'' 90 Lakh and saving CO2 emission of 702 Tonne.

Efforts such as preventing compressed air leakages, using compressors with optimum capacity and their periodic preventive maintenance, auto cut off systems, localised switches, large scale switchover to LED lamps etc. have continued across all the facilities ofthe Company.

TechnologyAbsorption

Technology absorption efforts, though severely disrupted during the Covid-19 pandemic, are continuing. The large scale use of virtual meetings and remote working has enabled a reasonable level of activity to be maintainedformostpartof theyear.

Foreign txcnange tarnings and Outgo

The foreign exchange earned by the Company during the year under review was of'' 81.48 Crore as against'' 92.82 Crore during the previous year.

Total foreign exchange outflow during the year under review was '' 1,984.79 Crore as compared to '' 1,519.86 Crore during the previous year.

13. Subsidiaries

The Company has two subsidiaries, viz., Force MTU Power Systems Private Limited (FMTU) and Tempo Finance (West) Private Limited.

FMTU was incorporated on 7th August 2018, as a joint venture between the Company and Rolls-Royce Power Systems AG, through its subsidiary company, viz. Rolls-Royce Solutions GmbH (erstwhile MTU Friedrichshafen GmbH) for engaging in the business of development, manufacture and marketing of engines, engines for power generation, complete power generators and engines for various applications like Rail. By virtue of Company''s majority shareholding, ''FMTU'' is a subsidiary of the Company since its incorporation.

The Company''s subsidiary Force MTU Power Systems Private Limited (FMTU) has now gone into smooth production after over two years delay, caused by Covid. Both, for the ramp up of operations in India, and for demand from markets mainly abroad, the situation is rapidly improving. There is good demand for the product. However, the inflation in Europe (from where there still is significant import), is holding down the margins.

Demand from various institutional customers in India and abroad is encouraging. With increasing localization which is aggressively being taken up, margins should improve and the stress on the bottom line of the subsidiary, it is hoped, should be relieved by end of thisfinancial year.

During the year under review, FMTU achieved a top line of'' 231.61 Crore as compared to top line of'' 78.29 Crore during the Financial Year 2021-22. It recorded net loss of '' 36.47 Crore during the Financial Year 2022-23, as compared to the loss of'' 32.69 Crore, duringthe previous Financial Year.

Tempo Finance (West) Private Limited achieved a top line of'' 0.39 crore as compared to top line of'' 0.38 Crore during the Financial Year 2021-22. It recorded net profit of '' 0.29 Crore during the Financial Year 2022-23, as compared to the net profit of'' 0.28 Crore, during the previous Financial Year.

The Company does not have any other subsidiaries, joint ventures and associate companies. During the year under review there was no change in the subsidiaries of the Company. As per Section 129 of the Act, the Company has prepared the Consolidated Financial Statement of the Company, which forms part of the Annual Report. A statement containing the salient features of the Financial Statement of subsidiaries in the prescribed format AOC-1, forms part of the Audited Financial Statements of the Company.

The Audited Financial Statements of the above mentioned subsidiaries are available on the website of the Company www.forcemotors.com, for inspection by any Member of the Company.

The policy for ''Determining Material Subsidiaries & its Governance Framework'' is also available on the Company''s website www.forcemotors.com.

14. RiskManagement

The Company has in place a comprehensive Risk Management framework to identify, monitor, review and take all necessary steps towards mitigation of any risk elements which can impact the business health of the Company, on a periodic basis.

All the identified risks are managed through continuous review of business parameters by the Management and the Risk Management Committee. The Board of Directors are also informed of the risks and concerns.

The details of composition and meetings of the Risk Management Committee held during the financial year are covered in the Report on Corporate Governance.

15. Changes in the Directors and KeyManagerial Personnel

During the year under review, Mr. Pratap Pawar, Mr. S. Padmanabhan, Dr. Indira Parikh, Mr. Arun Sheth and Mr. Nitin Desai ceased to be the directors of the Company w.e.f. 12th September 2022, due to completion of second term as Independent Directors. The Board placed on record its appreciation towards the valuable contributions made by each of these Directors during their association with the Company.

Further, the shareholders approved appointment of Mr. Vallabh Bhanshali (DIN : 00184775) and Mr. Mukesh Patel (DIN : 00053892), as Independent Directors of the Company for aterm of 5 years w.e.f. 13th August 2022 and Ms. Sonia Prashar (DIN : 06477222) as an Independent Director of the Company for a term of 5 years w.e.f. 28th September 2022, by way of passing Special Resolutions.

The shareholders of the Company also approved re-appointment of Mr. Prashant V. Inamdar (DIN : 07071502), the Director of the Company, who was liable to retire by rotation.

During the year under review, Mr. Kishore P. Shah resigned as the Company Secretary and Compliance Officer of the Company w.e.f. 8th April 2022. Mr. Gaurav Deshmukh was appointed as the

Company Secretary and Compliance Officer of the Company w.e.f. 27th May 2022.

Further, Mr. Gaurav Deshmukh, Company Secretary of the Company resigned from the office effective from 13th May 2023. Consequent upon his cessation, Mr. Nikhil Deshpande, was appointed as Company Secretary and Compliance Officer of the Company effectivefrom 29th May 2023.

16. Declaration of Independent Directors

The Independent Directors have submitted their declarations to the Board that they fulfill all the criteria of independence as stipulated in Section 149(6) of the Act and in Regulation 16 (1)(b) of the SEBI (LODR) Regulations, 2015. The Board after assessing its veracity, has taken the same on record.

17. Details of Significant and Material Orders Passed by the Regulators or Court orTribunal

There was no significant and material order passed by any regulator or court or tribunal impacting the going concern status of the Company''s operations in future, during the year under report.

As reported earlier, petition challenging the decision of the Hon''ble High Court of Judicature at Bombay, in respect of change in the name of the Company is still under consideration of the Hon''ble Supreme Court of India.

18. Adequacy of Internal Financial Controls

M/s. Capri Assurance & Advisory Services, Chennai and M/s. Jugal S. Rathi, Chartered Accountants, Pune, are the Internal Auditors of the Company. The internal financial controls are adequate with reference to the financial status, size and operations of the Company.

19. Fixed Deposits

The Company currently has no Fixed Deposit Scheme in place. The details of earlier deposits are furnished hereunder:

Sr. No.	Particulars	Nos.	Amount ('' in Lakh)
a)	Accepted or renewed during the year	0	0
b)	Remained unpaid or unclaimed as at the end of the year (31st March 2023)*	05	0.60
c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved.
	(i) at the beginning of the year	0	0
	(ii) maximum during the year	0	0
	(iii) at the end of the year	0	0
* The deposits are matured, claimed but have been withheld on the instructions of theStatutory Authorities (CBI) and will be repaid upontheirapproval.

20. Corporate Social Responsibility (CSR)

The Annual Report on the CSR activities of the Company, pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report.

21. AuditCommittee

The Company has established a vigil mechanism, formulated a Whistleblower Policy, and the Committee oversees the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The mechanism provides direct access to the Chairman of the Audit Committee in exceptional cases. The details of the mechanism / policy are disclosed on the website of the Company https://www.forcemotors.com/themes/frontend/docs/share-holder-info/other/Whiste-Blower-Policy.pdf

22. Policy on DirectorsAppointment and Remuneration

The Remuneration Policy of the Company and other related matters as provided under Section 178 (3) of the Act are available on the website of the Company https://www.forcemotors.com/ assets/Others/Remuneration-Policy-New.pdf. The Policy covers criteria for recommending and approving the remuneration of nonexecutive and executive directors, key managerial persons as well as senior management employees of the Company.

23. Formal Annual Evaluation of the Performance of Board / Committees and Directors

24. CorporateGovernance

25. Business Responsibility and Sustainability Report

In terms of the Regulation 34(2) of the SEBI (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) forms part of the Annual Report.

26. Details of Directors and Employees'' Remuneration

Details as required under the provisions of Section 197 (12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended; are annexed to this report.

Details as required under the provisions of Section 197 (12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended; which form part of this report, will be made available to any shareholder on request, as per provisions of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

27. Disclosure on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

28. Details of Frauds Reported by Auditors

There are no frauds against the Company reported by the Auditors forthe period underreport.

29. Directors'' Responsibility Statement

The Directors of your Company to the best of their knowledge and belief, and according to the information and explanations obtained by them, make the following statements in terms of Section 134 (3)(c) of the Act:

(a) in the preparation of the Annual Financial Statements for the year ended 31st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) forthe Financial Year ended 31st March 2023, such accounting policies as mentioned in the Notes to the Financial Statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the profit of the Companyfortheyear ended 31st March 2023;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Financial Statements have been prepared on a going concern basis;

(e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

30. Secretarial Standards ofthe ICSI

The Company has complied with the Secretarial Standards on the Meetings of Board of Directors (SS-1) and General Meetings (SS-2), as issued and amended, by the Institute of Company Secretaries of India (''the ICSI'').

31. StatutoryAuditor

The Shareholders, attheir 63rd AGM held on 28th September 2022, have appointed M/s. Kirtane & Pandit LLP Chartered Accountants (Firm Registration No. 105215W/W100057), Pune, as the Statutory Auditors ofthe Company forthe second term of period of five years, i.e. upto the conclusion ofthe 68th AGM to be held in the year 2027, with an authority to the Board to decide / revise remuneration of the Statutory Auditors from time to time during theirterm.

32. CostAccountant

The Board of Directors of the Company had appointed M/s. Joshi Apte & Associates, Cost Accountants, Pune, for verification and review of the Cost Records of the Company, for the Financial Year 2022-23. M/s. Joshi Apte & Associates, Cost Accountants, Pune, have verified and reviewed the said records for the Financial Year 2022-23.

Further, the provisions of Section 148 of the Act relating to maintenance of cost records are applicableto the Company.

33. Secretarial Audit Report

SIUT & Co LLF, Practicing Firm of Company Secretaries having Registration No. LLPIN: ABA-6960, was appointed to conduct the Secretarial Audit of the Company forthe Financial Year 2022-23, as required under Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report, in Form MR-3, forthe Financial Year 2022-23, is annexed to this report.

34. Industrial Relations

The industrial relations at all the Plants of the Company have been cordial duringthe year.

35. Appreciation

The Directors express their gratitude to the Dealers, Suppliers and Banks fortheir support, and expresstheir warm appreciation forthe sincere co-operation and dedicated work by the employees of the Company.

For and on behalf of the Board of Directors Force Motors Limited

Abhaykumar Firodia

Chairman

DIN: 00025179

Pune, 9th August 2023 Registered Office:

Mumbai-Pune Road, Akurdi, Pune-411 035.

CIN:L34102PN1958PLC011172

Website: www.forcemotors.com

Phone: (Board) 91 2027476381

E-mail: compliance-officer@forcemotors.com

Mar 31, 2018

The Members,

The Directors are pleased to present the 59th Annual Report, together with the audited financial statements and the consolidated audited financial statements forthe Financial Year ended on 31st March 2018.

1. Financial Results

(Amounts in Lakh) Standalone

Particulars	2017-18	2016-17
	Rs.	Rs.
Revenue from Operations (Gross)*	3,53,101	3,49,457
Other Income	6,113	8,494
Gross Profit (Profit before
Depreciation & Taxes)	32,949	34,808
Depreciation	12,926	11,308
Profit before Taxes (Net)	20,023	23,500
Provision for Taxation (Net)	5,328	5,508
Profit After Tax	14,695	17,992
Other Comprehensive Income/(Loss)	229	(216)
Comprehensive Income for the year	14,924	17,776
Proposed Dividend	1,318	1,318
Tax on proposed Dividend	271	268
Balance in Retained Earnings	1,37,074	1,23,828

Consolidated

Particulars	2017-18	2016-17
	Rs.	Rs.
Revenue from Operations (Gross)*	3,53,136	3,49,495
Other Income	6,113	8,494
Gross Profit (Profit before
Depreciation & Taxes)	32,984	34,845
Depreciation	12,926	11,308
Profit before Taxes (Net)	20,058	23,537
Provision for Taxation (Net)	5,337	5,519
Profit After Tax	14,721	18,018
Other Comprehensive Income/(Loss)	229	(216)
Comprehensive Income for the year	14,950	17,802
Attributable to :
(a) Equity holders of the Company	14,941	17,793
(b) Non Controlling Interest	9	9
Transfer to General Reserve	6	6
Proposed Dividend	1,318	1,318
Tax on proposed dividend	271	268
Balance in Retained Earnings	1,37,251	1,23,992

* Post the applicability of Goods and Services Tax (GST) with effect from 1st July 2017, revenue from operations is required to be disclosed net of GST. Accordingly, the revenue from operations for the year ended 31st March 2018 is not comparable with the previous year.

Considering the reserve position of the Company, the Board of Directors of your Company decided not to transfer further amount from the profits for the Financial Year under report to General Reserve.

The Audited Consolidated Financial Statements in accordance with the Companies Act, 2013 (âthe Actâ) and Indian Accounting Standard 110 on Consolidated Financial Statements, is provided in this Annual Report.

2. State of Companyâs Affairs and Future Outlook

After the turbulence in the business environment caused by the three transitions of

- the installation of the GST regime,

- the demonetisation of November 2016 and,

- the nation-wide standardisation of BS-IVemission.

The Companyâs business environment and business processes have stabilised. The Company is now regularly producing BS-IV vehicles which are well accepted in the market. The adaption of GST by the country has enabled the Company to smoothen its inward and outward logistics, in so far as virtually all its depots could be eliminated. Companyto Company transactions- between the factory and our dealers, have now become the norm. There is thus greaterease of business.

The plants of the Company are functioning well. Continuous improvements in manufacturing processes, and efforts to refine the work culture, are yieldingthe desired benefits.

The proportion of Companyâs sales value derived from âvehicle manufacturing and sellingâ on the one hand, and âcomponents -engines, axles manufacturingâ for Mercedes Benz and BMW on the other hand, continues to be nearly the same. Both activities are positive and the outlook is optimistic.

The Company has continued its efforts to achieve BS-VI capable engines in time, for all its vehicles. Currently the understanding, based on the Government of Indiaâs pronouncements is that vehicles manufactured after 1st of April 2020 will necessarily be compliant of BS-VI, whereas vehicles manufactured prior to 1st of April 2020, even if they are BS-IV compliant, will be sellable post 1st April 2020. This is a very tight programme, and any pre-emption caused by any regulatory phenomena, will create considerable problems and result in disruption in production and sale.

Various projects that the Company has been working on, such as successor product to the Traveller, and to the Trax platforms, as also development of new larger capacity buses, and a range of small commercial vehicles, are progressing well.

3. Change in Nature of Business, if any

During the year under review, there is no change in the nature of business oftheCompany.

4. Dividend

The Board recommended dividend atRs.10 per share for the year under report in its meeting heldon 29th May 2018.

The details of the dividend and shares transferred to the Investor Education and Protection Fund during the year under review, are covered in the Report of Corporate Governance.

5. Share Capital

The paid up equity share capital as on 31st March 2018 was Rs.13,17,62,620. There was no public issue, rights issue, bonus issue or preferential issue etc. during the period under review. The Company has not issued any shares with differential voting rights or granted stock options or sweat equity, during the period under review.

6. Extract of Annual Return

The extract of Annual Return as on 31st March 2018, pursuant to the provisions of Section 92 of the Act and Rules framed thereunder, in Form MGT-9 is annexedtothis report.

7. Number of Meetings of the Board of Directors

During the Financial Year 2017-18, there were six meetings of the Board of Directors of the Company held on 11th May 2017, 20th July 2017, 13th September 2017, 9th November 2017, 23rd January 2018 and 20th March 2018.

8. Particulars of Loans, Guarantees or Investments

The Company has not given any loans, guarantees or made investments under Section 186 of the Act during the year under review. Particulars of investments made upto the previous financial year by the Company are provided in the Financial Statement attached to this Report.

9. Particulars of Contracts or Arrangements with Related Party

All Related Party Transactions (âRPTâs) entered during the year were on armâs length basis. There were no material related party contract(s) or arrangement(s) or transaction(s) during the year under review as defined under Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulationsâ).

During the Financial Year 2017-18, pursuant to Section 177 of the Act and Regulation 23 of the Listing Regulations, all RPTs were placed before the Audit Committee for its requisite approval. The policy on materiality of RPTs as approved by the Board is available on the Companyâs website www.forcemotors.com.

10. Explanation / Comments on any Qualification of Auditors

There are no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Company Secretary in Practice (Secretarial Auditor) in their respective audit reports.

11. Material Changes and Commitments

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the Financial Year i.e. 31st March 2018 and the date of Report.

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

Conservation of Energy

The energy conservation efforts are steadily maintained through various projects and are yielding significant financial benefits as was explained last year.

The company is gearing upthe Pithampur plant as a zero discharge plant, which objective should be achieved in the current year.

Technology Absorption

The Company has been working closely with technology houses such as IDIADA, MIRA, EDAG, Technocad, DSD Drive System Designs, Magna and others, to obtain selective specialist inputs on technology, in its progress for development of new vehicles, tractors, engines, transmissions, etc. The projects being carried out at the Companyâs enhanced R&D facilities, with the strengthened R&D teams, are progressing satisfactorily. The Company continues to derive the benefit of the technical consultancy and expertise from Dr. Manfred Duernholz and Dr. Rolf Bacher. The Company has already created an extended design facility, which is now fully operative, for housing the design teams connected with the Traveller and Trax platforms.

A new lab is being set up for noise, vibration, harshness engineering (NVH). It is expected to be commissioned in the last quarter of the current calendar year

The expenditure on the R & D for new products, including the expenditure on Projects and Tool Engineering, was 5.66 % of the operational turnover of the Company for the year under report. The Company continues to maintain its emphasis on research, development and tool engineering activities.

Particulars	2017-18 (Rs.)	2016-17 (Rs.)
Capital Expenditure on R&D	15,792	5,855
Revenue Expenditure on R&D	4,176	5,494
Total R&D Expenditure	19,968	11,349
Total Income	3,59,214	3,57,951
% of total R&D Expenditure to Total Income	5.56	3.17
Revenue from Operations	3,53,101	3,49,457
% of total R&D Expenditure to Revenue from Operations	5.66	3.25

Foreign Exchange Earnings and Outgo

The foreign exchange earned by the Company during the year under review wasRs.3,680 Lakh as againstRs.5,071 Lakh during the previous year.

Total foreign exchange outflow during the year under review was Rs.1,17,118 Lakh, as compared to Rs.85,365 Lakh during the previous year.

13. Subsidiary Company

Tempo Finance (West) Private Limited is a subsidiary of the Company. The Board of Directors of the Company has reviewed the affairs of the Subsidiary Company. As per Section 129 of the Act, the Company has prepared the Consolidated Financial Statements of the Company and the Subsidiary Company, which forms part of the Annual Report. A statement containing the salient features of the Financial Statement of the Subsidiary Company in the prescribed format AOC-1, forms part of the Audited Financial Statement oftheCompany.

A copy of the Audited Financial Statements of Subsidiary Company will be made available to the members of the Company, seeking such information. The Audited Financial Statements of Subsidiary Company will be kept for inspection by any member at the Registered Office of the Company on all working days (10.00 a.m. to 3.30 p.m.) upto the date ofthe ensuing Annual General Meeting. These financial statements and Policy on Material Subsidiaries is placed on the Companyâs website www.forcemotors.com.

14. Joint Venture

The Company has entered into Joint Venture Agreement with MTU Friedrichshafen GmbH, a Subsidiary Company of Rolls-Royce Power Systems AG, to form an Indian Joint Venture Company, for producing engines (for power generation and rail application) and complete power generation systems including associated spare parts - for both the Indian and the global markets. A Joint Venture Company named âForce MTU Power Systems India Private Limitedâ has been incorporated on 7th August, 2018.

The Company plans to build a dedicated production facility, under this joint venture, atChakan, Pune.

15. RiskManagement

The Company has in place a comprehensive Risk Management framework - to identify, monitor, review and take all necessary steps towards mitigation of any risk elements which can impact the business health ofthe Company, on a periodic basis.

All the identified risks are managed through continuous review of business parameters by the Management, and the Board of Directors, are also informed ofthe risks and concerns.

16. Directors and Key Managerial Personal

Mr. Vinay Kothari, Director ofthe Company, retires by rotation and being eligible, offers himself for re-appointment.

All the necessary information pertaining to Mr. Vinay Kothari, Director retiring by rotation is a part of the Statement attached to the notice dated 26th July 2018.

Key Managerial Personnel

In accordance with the provisions of Section 203 of the Act, the following are the Key Managerial Personnel ofthe Company:

a) Mr. Prasan Firodia, Managing Director

b) Mr. Sanjay Kumar Bohra, Chief Financial Officer

c) Mr. Kishore PShah, Company Secretary

17. Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Act so as to qualify themselves to be continued as Independent Directors under the provisions of the Act and the relevant Rules.

18. Details of Significant and Material Orders Passed by the Regulators or Court or Tribunal

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern statusand Companyâs operation infuturefortheyearunderreport.

As reported earlier, petition challenging the decision ofthe Honâble High Court of Judicature at Bombay, in respect of change in the name of the Company is still under consideration of the Honâble Supreme Court of India.

19. Adequacy of Internal Financial Controls

M/s. Capri Assurance & Advisory Services, Chennai and M/s. Jugal S. Rathi, Chartered Accountants, Pune are the Internal Auditors of the Company. The internal financial controls are adequate with reference to the financial status, size and operations oftheCompany.

20. Fixed Deposits

The details of deposits accepted / renewed during the year under review are furnished hereunder:

Sr. No.	Particulars	Nos.	Amount (Rs. in Lakh)
a)	accepted or renewed during the year*	6	27.00
b)	remained unpaid or unclaimed as at the end of the year (31st March 2018)**	15	12.55
c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved.
	i) at the beginning of the year	Nil	Nil
	ii) maximum during the year	Nil	Nil
	iii) at the end of the year	Nil	Nil

* The deposits which were accepted or renewed during the Financial Year 2017-18, were repaid during the same Financial Year.

** Includes 5 nos., fixed deposits amounting to Rs.60,000 which are matured, claimed but have been withheld on the instructions of Statutory Authorities (CBI) and will be paid upon their approval.

21. Corporate Social Responsibility (CSR)

The Annual Report on the CSR activities of the Company, pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this report.

22. Audit Committee

The Audit Committee of the Company consists of Mr. Pratap Pawar, Mr. Arun Sheth, Dr. Indira Parikh, Mr. Vinay Kothari and Mr. Sudhir Mehta. Of the above, the Independent Directors viz. Mr. Pratap Pawar, Mr. Arun Sheth and Dr. Indira Parikh form the majority.

The Company has established a vigil mechanism, formulated a Whistleblower Policy, and the Committee would oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The mechanism provides direct access to the Chairman of the Audit Committee in exceptional cases. The details of the mechanism / policy are disclosed on the website of the Companywww.forcemotors.com.

23. Policyon Directors Appointment and Criteria

The Companyâs Policy relating to appointment of Directors, payment of managerial remuneration, Directorsâ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Act is available on the website oftheCompanywww.forcemotors.com.

24. Formal Annual Evaluation of the Performance of Board / Committees and Directors

Information on the manner in which formal annual evaluation is made by the Board, of its own performance and the directors, is given in the Report on Corporate Governance.

25. Corporate Governance

The Company has taken all necessary steps to implement the provisions of the Regulations and a detailed report on the various matters, including the Auditorsâ Report on Corporate Governance, is attached tothis Report.

26. Business Responsibility Report

As required under Regulation 34(2) of the SEBI Listing Regulations, 2015, the Company, has presented its Business Responsibility (BR for brevity) Report for the financial year 2017-18, which is part ofthis Annual Report.

27. Details of Directors and Employeesâ Remuneration

The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and the Accounts are being sent to the members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the members at the Registered Office of the Company (Time: 10.00 a.m. to 3.30 p.m.) on working days up to the date of ensuing Annual General Meeting. If any member(s) is / are interested in obtaining a copy thereof, such member(s) may write to the Company Secretary inthis regard.

28. Disclosure on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has adopted 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 complaints received regarding sexual harassment. All employees, as defined under the said Act, are covered under this policy. Awareness programs were carried out against sexual harassment. There were no complaints received during the year under review.

29. Details of Frauds Reported by Auditors

There are no frauds against the Company reported by the Auditors fortheperiod under report.

30. Directorsâ Responsibility Statement

a) in the preparation of the Annual Financial Statements for the year ended 31st March 2018, the applicable accounting standards have been followed along with proper explanation relating to materialdepartures;

b) for the Financial Year ended 31st March 2018 such accounting policies as mentioned in the Notes to the Financial Statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give atrue and fair view ofthe state of affairs of the Company and of the profit ofthe Company forthe year ended 31stMarch 2018;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisionsof the Actforsafeguardingtheassets ofthe Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

31. Secretarial Standards of the ICSI

The Company is in compliance with the Secretarial Standards on the Meetings of Board of Directors (SS-1) and General Meetings (SS-2), as issued and amended, by the Institute of Company Secretaries of India (âthe ICSIâ).

32. Statutory Auditor

The Shareholders, at the 58th Annual General Meeting, appointed M/s. Kirtane & Pandit LLP Chartered Accountants (Firm Registration No. 105215W/W100057), Pune, as the Statutory Auditors of the Company for a period of five years, i.e. upto the conclusion of 63rd Annual General Meeting, subject to ratification bythe members at each intervening Annual General Meeting.

In view of the amendment to Section 139 through the Companies (Amendment) Act, 2017 notified on 7th May 2018, ratification of auditorsâ appointment is no longer required. However, as required under Section 142 ofthe Companies Act, 2013, a proposal is put up for approval of members for authorising the Board of Directors of the Company to fix Auditorsâ remuneration for the Financial Year 2018-19 and thereafter. The members are requested to approve the same.

33. Cost Accountant

The Board of Directors of the Company has appointed M/s. Joshi Apte & Associates, Cost Accountants, Pune, for verification and review of the Cost Records of the Company, for the Financial Year 2018-19. You are requested to ratify the remuneration to be paid to them.

34. Secretarial Audit Report

Mr. I. U. Thakur, Company Secretary in Practice having Membership No. FCS 2298, was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2017-18, as required under Section 204 of the Act and Rules made there under. The Secretarial Audit Report, in Form MR-3, for the Financial Year 2017-18 is annexed to this report.

35. Industrial Relations

The industrial relations at all the Plants of the Company have been cordial during the year.

36. Appreciation

The Directors express their gratitude to the Dealers, Suppliers and Banks fortheir support, and express their warm appreciation ofthe sincere co-operation and dedicated work by the employees of the Company.

For and on behalf of the Board of Directors

Force Motors Limited

Abhay kumar Firodia

Chairman

DIN: 00025179

Pithampur, 26th July 2018

Registered Office :

Mumbai-Pune Road, Akurdi, Pune - 411 035.

CIN: L34102PN1958PLC011172

Website: www.forcemotors.com

Phone: (Board) 91 20 27476381

E-mail: compliance-officer@forcemotors.com

Mar 31, 2017

The Members,

The Directors are pleased to present the 58th Annual Report, together with the audited financial statements and the consolidated audited financial statements for the Financial Year ended on 31st March 2017.

1. Financial Results

(Amounts in Lakh) Standalone

Particulars	2016-17	2015-16
	Rs,	Rs,
Revenue from Operations (Gross)	3,49,457	3,45,211
Other income	8,494	7,144
Gross Profit (Profit before
Depreciation & Taxes)	34,808	34,014
Depreciation	11,308	9,189
Profit before Taxes (Net)	23,500	24,825
Provision for Taxation (Net)	5,508	6,951
Profit After Tax	17,992	17,874
Other Comprehensive income/(Loss)	(216)	(145)
Comprehensive Income for the year	17,776	17,729
Proposed Dividend	1,318	--
Taxon proposed Dividend	268	--
Interim Equity Dividend	--	1,318
Tax on Interim Equity Dividend	--	268
Balance in Retained Earnings	1,23,828	1,06,177

Considering the reserve position of the Company, the Board of Directors of your Company decided not to transfer further amount from the profits for the Financial Year under report to General Reserve.

The Audited Consolidated Financial Statement in accordance with the Companies Act, 2013 (âthe Actâ) and Indian Accounting Standard 110 on Consolidated Financial Statement, is provided in this Annual Report.

2. State of Companyâs Affairs and Future Outlook

The Financial Year 2016-17 was stable, lent with very little growth. During the year, the Company successfully handled turbulence in the business arising successively from -

- demonetization effected on 8th November 2016

- then from preparation for the transition to GST in terms of installing the I.T. backbone and organizing modifications to the business processes of the Company, and finally

- from preparing for the full transition to the BS IV standard of emission, for the full range of vehicles made by the Company.

Each of these transitions, and the required preparatory efforts by the Company, by our suppliers, dealers, etc. involved unusual effort. This resulted in a significant change in the rhythm of the business. It is a matter of satisfaction that the Company has successfully coped with all the situations.

The Companyâs business is in the automotive sector, the Company produce a variety of light commercial vehicles, and tractors, as also manufacture important high-tech components like engines and axles etc. for sale to the highly reputed companies, such as Mercedes-Benz and BMW. The Companyâs own vehicular products, as also the production of aggregates for its esteemed customers, remained stable and registered growth. During the current year, and in the near future, as a result of all the structural changes effected in the economy and in the operating processes of your Company - the growth prospects, - both in the Companyâs vehicle business and its components business, appear to be bright.

The vehicle plant at Pithampur, after significant re-engineering of various shops, effecting of process improvements etc. has now emerged as a fully integrated manufacturing facility with high degree of efficiency. The product quality has seen continued and significant improvement. This has had a marked effect on both, the domestic and export sales prospects. Further growth of the plants, and integration of upcoming new products in the production processes is now under implementation.

The customer touch points for service have systematically been increased over the last couple of years, and ambitious targets are fixed for further extension. The sales and service channel improvement activity, including the installation and satisfactory operation of the Force âDealer Management Systemâ (among the most advanced in the country), is enabling much greater proximity to customer, dealer and market. It has improved the ability of the Company to service the customer in the market more effectively.

Industrial Relations at all plants have, by and large been cordial and constructive. The training activities of the Company at all plants have been further strengthened. Strong emphasis is placed on the training of sales and service forces, in the light commercial vehicles and tractors teams.

The Company had organized structured training and initiation programmes - not only for own employees, but also for dealers and suppliers - in managing the transitions mentioned above, in terms of preparation for GST, as also preparation for next level of emission standards. The Information Services Team as also our finance and taxation teams organized these seminal activities successfully.

Having successfully completed the full transition to Euro IV engines, wherein the full range of Companyâs products, is now offered with Euro IV compliance, this is achieved while incorporating in the vehicles superior fuel efficiency capability, significantly improved drivability, and refinement in the noise vibration and harshness aspects of the vehicle. The programme for fielding BS VI vehicles and engines by 2020 is now strongly under way. Dedicated facilities and fully equipped high tech laboratories -for engine and vehicle development - for complying with the BS VI regulations are commissioned and operative. Dedicated teams of highly qualified engineers are specifically engaged in carrying out this development at Akurdi. The Company looks forward with confidence to achieving the transition in an organized and smooth manner, while recognizing the enormous challenge and the extreme dependency of this effort on inputs from the sub-suppliers of fuel injection equipment, after-treatment components, and on technology support from specialist organizations.

The Company has initiated the development of electric vehicles. The first electric Traveller is undergoing detailed evaluation and trials. The Company has formulated a dedicated section for electric vehicle engineering, to cover all aspects such as âdrive systemsâ, âelectronic vehicle and battery management systemsâ, âbattery engineering and battery chemistryâ, âinstallation engineering on vehicles and management of auxiliaries and peripheralsâ, on a variety of vehicles. A number of technologies in this regard are evaluated, and are being pursued with a view to be ready for electro mobility in the near future. The focus of the Company in electro mobility, remains the same as the Companyâs current product profile i.e. âlight commercial vehiclesâ, particularly passenger vehicles, vans and minibuses for inner city transport.

A number of new product development projects are taken up and are being strongly pursued. The Research & Development Department is re-organized, with a highly effective matrix structure - for project leadership and programme management. Similarly, the Production Engineering infrastructure of the Company, comprising of the âmanufacturing engineering departmentâ, and the âtool roomâ for the growth activities, are equally aligned to the new product aspirations of the Company. Fresh production lines will be established for the new products under development, as also for the new engines and transmissions which will come into play, including electric drive vehicles.

3. Change in Nature of Business, if any

During the year, there is no change in the nature of business of the Company.

4. Dividend

The Board recommended dividend at Rs, 10 per share for the year under report in its meeting held on 11th May 2017.

5. Share Capital

The paid up equity share capital as on 31st March 2017 was Rs, 13,17,62,620. There was no public issue, rights issue, bonus issue or preferential issue etc. during the period under report. The Company has not issued any shares with differential voting rights or granted stock options or sweat equity, during the period under report.

6. Extract of Annual Return

The extract of Annual Return as on 31st March 2017, pursuant to the provisions of Section 92 of the Act and Rules framed there under, in Form MGT-9 is annexed to this report.

7. Number of Meetings of the Board of Directors

During the Financial Year 2016-17, there were six meetings of the Board of Directors of the Company held on 29th April 2016, 30th July 2016, 28th September 2016, 27th October 2016, 3rd January 2017 and 21st January 2017.

8. Particulars of Loans, Guarantees or Investments

The Company has not given any loans, guarantees or made investments under Section 186 of the Act during the year under report. Particulars of investments made upto the previous financial year by the Company are provided in the Financial Statement attached to this Report.

9. Particulars of Contracts or Arrangements with Related Party

All Related Party Transactions (âRPTâs) entered during the year were on armâs length basis. There were no material related party contract(s) or arrangement(s) or transaction(s) during the year under report as defined under Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations for brevity).

During the Financial Year 2016-17, pursuant to Section 177 of the Act and Regulation 23 of the Listing Regulations, all RPTs were placed before the Audit Committee for its requisite approval. The policy on materiality of RPTs as approved by the Board is available on the Companyâs website www.forcemotors.com.

10. Explanation / Comments on any Qualification of Auditors There are no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Company Secretary in Practice (Secretarial Auditor) in their respective audit reports.

11. Material Changes and Commitments

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the Financial Year i.e. 31st March 2017 and the date of Report.

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

Conservation of Energy

The Company has continued its efforts to organize incremental improvements in energy conservation across plant locations, plant equipment and technologies. The plant at Akurdi is fully revamped with new metallic roofing with inbuilt translucent sheets - for improved natural lighting, as also enhanced ventilation arrangements for improved comfort. To bring down power consumption, a number of steps have been initiated, at all plants, comprising of-

- translucent sheets in the roof,

- automated arrangement for switching off lights and machines when not in use,

- large scale switch-over to LED lamps throughout various plants, and estates of the Company.

This switch-over itself is expected to save initially approximately Rs, 2 crore annually. Efficient plant maintenance, and detailed focused efforts, have enabled ensure significant reduction in compressed air loss due to leakages. The replacement of aged mechanical / hydraulic machinery with much higher percentage of latest CNC machinery has enabled save considerable power, and has boosted production efficiency.

The tool room infrastructure of the Company was recently significantly enhanced, thus enabling manufacture of dies and machinery in-house - for new products to be introduced. During the current year, further increase in this capacity is organized, thus capacity will stand increased more than 100 per cent over this 2-yearperiod.

Technology Absorption

The Company completed projects for the development of high power density engines by significant re-engineering of the well-proven OM 616 basic platform. These engines are designed now for much higher peak firing pressures to enable the Company to reach Euro VI emission standards with high reliability, high power density, and with excellent compatibility - with the Companyâs light commercial vehicles product line. These engines are now âpurpose designedâ for van application. Comprehensive engineering efforts in engine development, in transmission development and vehicle engineering are undertaken. The GURKHA family of vehicles has been re-engineered to offer outstanding ride handling, and driving performance, both on cross-country terrain as also on normal roads.

The drive train engineering capability of the Company, for the transmissions for light commercial vehicles and tractors, has significantly strengthened by the introduction of high-tech software - for predictive and performance analysis, which has enabled achieve marked improvement in product performance and reliability of the drive trains.

Special attention has also been placed to develop the capability in the Companyâs R & D department for enhancing âcreature comfortsâ and âergonomicsâ in the vehicles, in keeping with the evolution of the driverâs expectations in the light commercial vehicles and tractor markets. The creation and stabilization of this capability in the Company is very much in step with the development of next generation products now under way. The management band width, the skill set, the knowledge bank, and the infrastructure and equipment for these research and development programmes, are being expanded in a balanced manner.

The expenditure on the R & D for new products, including the expenditure on Projects and Tool Engineering, was 3.25 % of the operational turnover of the Company for the year under report. The Company continues to maintain its emphasis on research, development and tool engineering activities.

(Amounts in Lakh)

Particulars	2016-17 (Rs,)	2015-16 (Rs,)
Capital Expenditure on R&D	5,855	2,694
Revenue Expenditure on R&D	5,494	4,961
Total R&D Expenditure	11,349	7,655
Total Income	3,57,951	3,52,355
% of total R&D Expenditure to Total Income	3.17	2.17
Revenue from Operations	3,49,457	3,45,211
% of total R&D Expenditure to Revenue from Operations	3.25	2.22

Foreign Exchange Earnings and Outgo

The foreign exchange earned by the Company during the year under review wars, 5,071 Lakh as against Rs,4,994 Lakh during the previous year.

Total foreign exchange outflow during the year under review was Rs, 85,365 Lakh, as compared to Rs, 1,00,691 Lakh during the previous year.

13. Subsidiary Company

Tempo Finance (West) Private Limited is a subsidiary of the Company. The Board of Directors of the Company has reviewed the affairs of the Subsidiary Company. As per Section 129 of the Act, the Company has prepared the Consolidated Financial Statements of the Company and the Subsidiary Company, which forms part of the Annual Report. A statement containing the salient features of the Financial Statement of the Subsidiary Company in the prescribed format AOC-1 forms part of the Audited Financial Statement of the Company.

A copy of the Audited Financial Statements of Subsidiary Company will be made available to the members of the Company, seeking such information. The Audited Financial Statements of Subsidiary Company will be kept for inspection by any member at the Registered Office of the Company on all working days (10.00 a.m. to 3.30 p.m.) up to the date of the ensuing Annual General Meeting. These financial statements and Policy on material subsidiaries is placed on the Companyâs website www.forcemotors.com.

14. Risk Management

All the identified risks are managed through continuous review of business parameters by the Management, and the Board of Directors, are also informed of the risks and concerns.

15. Directors and Key Managerial Personal

Mr. Prashant V. Inamdar, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment.

Considering the provisions of Sections 160 and 161 of the Act, Jaya Hind Investments Private Limited has given notices for appointment / re-appointment of Mr. Yeshwant M. Deosthalee, Mr. Nitin Desai, Dr. Indira Parikh, Mr. Pratap Pawar, Mr. S. Padmanabhan and Mr. Arun Sheth as Independent Directors for a period of 5 years from the date of ensuing Annual General Meeting. The Board of Directors of the Company in its meeting held on 20th July 2017 appointed Mr. Yeshwant M. Deosthalee, as an Additional Director of the Company.

All the necessary information regarding Director(s) retiring by rotation, additional director or independent director to be appointed is a part of the Statement attached to the notice dated 20th July 2017.

Key Managerial Personnel

In accordance with the provisions of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

a) Mr. Prasan Firodia, Managing Director

b) Mr. Sanjay Kumar Bohra, Chief Financial Officer

c) Mr. Kishore P Shah, Company Secretary

16. Declaration of Independent Directors

17. Details of Significant and Material Orders Passed by the Regulators or Court or Tribunal

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operation in future for the year under report.

As reported earlier, petition challenging the decision of the Honâble High Court of Judicature at Bombay, in respect of change in the name of the Company is still under consideration of the Honâble Supreme Court of India.

18. Adequacy of Internal Financial Controls

19. Fixed Deposits

The details of deposits accepted / renewed during the year under review are furnished hereunder:

Sr. No.	Particulars	Nos.	Amount (Rs, in Lakh)
a)	accepted or renewed during the year	58	132
b)	remained unpaid or unclaimed as at the end of the year (31st March 2017)*	43	25
c)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved.
	i) at the beginning of the year	Nil	Nil
	ii) maximum during the year	Nil	Nil
	Hi) at the end of the year	Nil	Nil

âIncludes 5 nos., fixed deposits amounting to X 60,000 which are matured, claimed but have been withheld on the instructions of Statutory Authorities (CBI) and will be paid upon their approval.

20. Corporate Social Responsibility (CSR)

The Annual Report on the CSR activities of the Company, pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this report.

21. Audit Committee

The Audit Committee of the Company consists of Mr. Pratap Pawar, Mr. Arun Sheth, Dr. Indira Parikh, Mr. Vinay Kothari and Mr. Sudhir Mehta. Of the above, the Independent Directors viz., Mr. Pratap Pawar, Mr. Arun Sheth and Dr. Indira Parikh form the majority.

22. Policy on Directors Appointment and Criteria

23. Formal Annual Evaluation of the Performance of Board / Committees and Directors

Information on the manner in which formal annual evaluation is made by the Board, of its own performance and the directors, is given in the Report on Corporate Governance.

24. Corporate Governance

The Company has taken all necessary steps to implement the provisions of the Regulations and a detailed report on the various issues, including the Auditorsâ Report on Corporate Governance is attached to this Report.

25. Details of Directors and Employeesâ Remuneration

26. Disclosure on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

27. Details of Frauds Reported by Auditors

There are no frauds against the Company reported by the Auditors forthe period underreport.

28. Directorsâ Responsibility Statement

a) in the preparation of the Annual Financial Statements for the year ended 31st March 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) for the Financial Year ended 31st March 2017 such accounting policies as mentioned in the Notes to the Financial Statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the profit of the Company for the year ended 31st March 2017;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively:

f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

29. Statutory Auditor

You are requested to appoint Auditors and fix their remuneration. The Board recommends to the shareholders to approve the appointment of M/s. Kirtane & Pandit LLP Chartered Accountants (Firm Registration No. 105215W/W100057), Pune, as the Statutory Auditors of the Company for a period of five years. They shall hold office from the conclusion of ensuing Annual General Meeting to the conclusion of 63rd Annual General Meeting of the members of the Company.

30. Cost Accountant

The Board of Directors of the Company has appointed M/s. Joshi Apte & Associates, Cost Accountants, Pune, for verification and review of the Cost Records of the Company, for the Financial Year 2017-18. You are requested to ratify the remuneration to be paid to them.

31. Secretarial Audit Report

Mr. I. U. Thakur, Company Secretary in Practice having Membership No. FCS 2298, was appointed to conduct the

Secretarial Audit of the Company for the Financial Year 2016-17, as required under Section 204 of the Act and Rules made there under. The Secretarial Audit Report, in Form MR-3, for the Financial Year 2016-17 is annexed to this report.

32. Industrial Relations

The industrial relations at all the Plants of the Company have been cordial during the year.

33. Appreciation

The Directors express their gratitude to the Dealers, Suppliers and Banks for their support, and express their warm appreciation of the sincere co-operation and dedicated work by the employees of the Company.

For and on behalf of the Board of Directors

Force Motors Limited

Abhaykumar Firodia

Chairman

DIN: 00025179

Pune, 20th July 2017

Registered Office:

Mumbai-Pune Road, Akurdi,

Pune-411 035.

CIN:L34102PN1958PLC011172

Website: www.forcemotors.com

Phone: (Board) 91 202747 6381

E-mail: compliance-officer@forcemotors.com

Mar 31, 2015

To The Members,

The Directors present the 56th Annual Report, together with the Audited Financial Statements for the Financial Year ended on 31st March 2015.

1. Financial Results

Standalone

2014-15 2013-14 Rs. Rs.

Income from 2638,90,20,260 2301,13,77,716 Operations (Gross)

Other Income 65,77,63,716 59,93,50,506

Gross Profit (Profit 206,22,74,829 147,46,54,600 before Depreciation & Taxes)

Depreciation 81,28,43,342 84,83,84,924

Profit before Tax 124,94,31,487 62,62,69,676

Provision for Tax 23,58,04,250 (15,06,73,127)

Profit after Tax 101,36,27,237 77,69,42,803

Transfer to - 7,76,94,281 General Reserve

Proposed Dividend 6,58,81,310 3,95,28,786

Provision for Tax on 1,34,11,855 67,17,918 Distributed Profit

Balance in Profit 897,96,55,520 807,10,44,173 & Loss Account carried forward

Consolidated

2014-15 2013-14 Rs. Rs.

Income from 2639,27,21,873 2301,47,56,082 Operations (Gross)

Other Income 65,78,72,797 59,93,50,506

Gross Profit (Profit 206,60,44,254 147,79,95,584 before Depreciation & Taxes)

Depreciation 81,28,43,342 84,83,84,924

Profit before Tax 125,32,00,912 62,96,10,660

Provision for Tax 23,69,68,730 (14,96,38,127)

Profit after Tax 101,62,32,182 77,92,48,787

Less : Profit for the 8,74,606 7,74,230 year attributable to Minority Interest

Profit for the year 101,53,57,576 77,84,74,557 (after Minority Interest)

Transfer to General 6,52,000 7,82,71,281 Reserve

Proposed Dividend 6,58,81,310 3,95,28,786

Provision for Tax on 1,34,11,855 67,17,918 Distributed Profit

Balance in Profit & 899,35,27,180 808,36,18,586 Loss Account carried forward

Considering the strong reserve position of the Company, the Board of Directors of your Company decided not to transfer further amount from the profits for the Financial Year under report to General Reserve.

The Audited Consolidated Financial Statement in accordance with the Companies Act, 2013 (the Act for brevity) and Accounting Standard - 21 on Consolidated Financial Statement, is provided in this Annual Report.

2. State of Company's Affairs and Future Outlook

The business of the Company has grown steadily. Vans and Tractors produced by the Company have achieved improved sales and market shares. Systematic and detailed efforts have improved distribution and service network of the Company which has yielded good results, both for Vans and Tractors.

The Company has been preparing for the change in the regulatory environment arising from new emission norms, revised requirements for School Buses and Ambulances, and also specifically taking into account customer requirements for the type of vehicles the Company produces.

The Company's plants have shown good improvement in productivity and quality. Rationalization of procurement policies and focus on cost saving has also yielded benefits.

Thus, product development, manufacturing, material procurement and sales promotion activities of the Company, have all contributed to the steady progress.

The establishment of engine manufacturing factory as a dedicated factory for BMW India Pvt. Ltd.at Chennai and the project to establish a new engine and axle production facility for Mercedes Benz at Chakan near Pune, has enabled the Company to participate in the rapidly growing high performance luxury vehicles market in India, by working together with companies with leadership positions. It is expected that these businesses will also develop and grow rapidly.

Besides the Pithampur Plant, which is Company's main plant producing Traveller and Trax range of vehicles and having its own facilities for production of engines, transmissions etc., the Company has now separate factories in Chennai and Pune for producing engines and transmissions, as stated above for leading luxurious carmakers.

The Akurdi factory of the Company focuses mainly on the production of tractors.

The R&D activities, the production engineering and the tool manufacturing activities are located at Akurdi and have been expanded and modernized to tackle future challenges.

3. Change in Nature of Business, if any

During the year, there is no change in the nature of business of the Company.

4. Dividend

The Board of Directors has recommended a dividend of Rs. 5 per share on 1,31,76,262 equity shares of Rs. 10 each fully paid up.

5. Share Capital

The paid up equity share capital as on 31st March 2015 was Rs. 13.17 crore. During the period under review, the Company has not issued any shares with differential voting rights or granted stock options or sweat equity.

6. Extract of Annual Return

The extract of Annual Return as on 31st March 2015, pursuant to the provisions of Section 92 of the Act and Rules framed thereunder, in the prescribed form is annexed to this report.

7. Meetings of the Board of Directors

During the Financial Year 2014-15, the Meetings of the Board of Directors of the Company were held on 29th April 2014, 24th May 2014, 26th July 2014, 30th July 2014, 11th August 2014, 20th September 2014, 18thOctober2014,16th January 2015,26th February 2015and 12th March2015.

8. Particulars of Loans, Guarantees or Investments

The Company has not given loans, guarantees or made investments under Section 186 of the Act during the year under report. Particulars of investments made upto the previous financial year by the Company are provided in the Financial Statement attached to this report.

9. Particulars of Contracts or Arrangements with Related Party

All Related Party Transactions (RPTs) entered during the year were on arm's length basis. There were no material related party contract(s)or arrangement(s)or transaction(s) during the year as defined under Clause 49 of the Listing Agreement and there are no details in this regard to be disclosed in FormAOC-2.

During the year 2014-15, pursuant to Section 177 of the Act and Clause 49 of the Listing Agreement, all RPTs were placed before Audit Committee for its required approval. The policy on RPTs as approved by the Board is uploaded on the Company's website www.forcemotors.com and can be accessed at weblink: http://www.forcemotors.com/page/index/ shareholders_information.

10. Explanation / Comments on any Qualification of Auditors

There were no qualifications, reservations or adverse remarks made by either the Auditors or by the Company Secretary in Practice in their respective reports.

11. Material Changes and Commitments

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year i.e. 31st March 2015 and the date of Report.

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

Conservation of Energy

Several steps are taken such as -

- Power factor is maintained to "UNITY"

- Auto switch off facility is installed for shop floor lighting during lunch and recess

- Machines are switched off when not in use

- Increasing use of transparent sheets for roofing, to cater for natural lighting

- Strong effort on controlling air leakages and equipment maintenance to minimize losses

- LED lighting for street lights for the Company's plants are now increasingly being installed

- Increased use of well water for select consumption

Technology Absorption

Company has been focusing on developing extremely light weight vans. The T-2 family of Traveller vehicles has a self weight which is approximately 1000 kg less than most competitive vehicles. Similar effort is under way to develop light weight options for other seating capacities. This development has called for strong effort in engineering including product and process development as also material selection.

The Company has completed the development aspect of a full range of Common rail engines which will be highly fuel efficient enabling a low carbon foot print.

The Company has developed a new family of transmissions with higher efficiency, low friction and high reliability, using lightweight materials. All these weight reduction activities and development of new engines and transmissions have called for significant technology development and absorption activity.

The expenditure on Research & Development for new products, including the expenditure on Projects and Tool Engineering, was 2.69 % of the operational turnover of the Company for the year under report. The Company continues to maintain its emphasis on Research, Development and Tool Engineering activities.

Foreign Exchange Earnings and Outgo

The foreign exchange outgo, arising out of the import of raw materials, components and capital goods, is as per the details mentioned in the Notes to Financial Statements.

13. Subsidiary Company

Tempo Finance (West) Private Limited is the subsidiary of the Company. The Board of Directors of the Company has reviewed the affairs of the Subsidiary Company. As per Section 129 of the Act, the Company has prepared the Consolidated Financial Statements of the Company and the Subsidiary Company, which form a part of the Annual Report. A statement containing the salient features of the Financial Statement of the Subsidiary Company in the prescribed formatAOC-1 forms part of the Audited Financial Statement of the Company. A copy of the Audited Financial Statements of Subsidiary Company will be made available to the Members of the Company, seeking such information. The Audited Financial Statements of Subsidiary Company will be kept for inspection by any Member at its Registered Office during business hours. The same is placed on the Company's website and can be accessed at weblink: http://www.forcemotors.com/page/index/ shareholders_information.

14. Risk Management

The Company has deployed a comprehensive Risk Management framework - to identify, monitor, review and take all necessary steps towards mitigation of various risk elements which can impact the existence of the Company, on a periodic basis.

All the identified risks are managed through continuous review of business parameters by the Management, and the Board of Directors are also informed of the risks and concerns.

15. Directors and Key Managerial Personnel

Mr. Vinay Kothari, Director of the Company, retires by rotation and being eligible offers himself for reappointment. All necessary information regarding the Director retiring by rotation is a part of the Statement attached to Notice dated 31st July 2015 and/or Report on Corporate Governance.

Mr. L. Lakshman, Mrs. Anita Ramachandran, Mr. Atul Chordia, Mr. S. A. Gundecha and Mr. R. B. Bhandari have ceased to be Directors of the Company, by resignation during the year under report. Board places on record its appreciation for the services rendered by them in their capacity as Directors.

Mr. Nitin Desai and Dr. Indira Parikh were appointed as Additional Directors of the Company during the year under report. Mr. Desai and Dr. Parikh were appointed as Independent Directors by the Members of the Company in their Meeting held on 20th September 2014. Mr. Prashant V. Inamdar was appointed as an Additional Director of the Company w.e.f. 16th January 2015, designated as Executive Director (Operations) subject to the Members' approval at the ensuing Annual General Meeting.

Mr. Sanjay Bohra, was appointed as the Chief Financial Officer and Key Managerial Personnel, of the Company w.e.f. 16th January 2015. Mr. Pradeep Dhadiwal was the Chief Financial Officer from 26th July 2014 till 16th January 2015, who continues to head the Controlling and IT functions.

16. Declaration of Independent Directors, Terms of Appointment & Disclosure of Appointment

The five Independent Directors - Mr. Pratap Pawar, Mr. S. Padmanabhan, Mr. Arun Sheth, Mr. Nitin Desai and Dr. Indira Parikh, have been appointed by the Members of the Company as Independent Directors for a period of 3 years w.e.f. 20th September 2014. The terms of their appointment are posted on the Company's website atwww.forcemotors.com and can be accessed at weblink: http://www.forcemotors.com/ page/index/ shareholders_information.

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Act so as to qualify themselves to be continued as Independent Directors under the provisions of the Act and the relevant Rules.

17. Details of Significant and Material Orders Passed by the Regulators or Court or Tribunal

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future for the year under Report.

As reported earlier, petition challenging the decision of the Hon'ble High Court of Judicature at Bombay, in respect of change in the name of the Company is still under consideration of the Hon'ble Supreme Court of India.

18. Adequacy of Internal Financial Controls

M/s. Capri Assurance& Advisory Services, Chennai& M/s. Jugal S. Rathi, Chartered Accountants, Pune are appointed as the Internal Auditors of the Company. The internal financial controls are adequate with reference to the Financial Statement and size and operations of the Company.

19. Fixed Deposits

The details of deposits accepted/renewed during the year under review are furnished hereunder:

Sr. Particulars Nos. Amount in No. (Rs.)

a) accepted or renewed during 4 53,00,000 the year

b) remained unpaid or unclaimed 113 49,65,000 as at the end of the year (31st March 2015)*

c) whether there has been any default in - - repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved

i) at the beginning of the year - -

ii) maximum during the year - -

iii) at the end of the year - -

* includes 5 nos., fixed deposits amounting to Rs. 60,000 which are matured, claimed but have been withheld on the instructions of Statutory Authorities and will be paid upon their approval.

20. Secretarial Audit Report

Mr. I. U. Thakur, Company Secretary in Practice having Membership no. FCS 2298, was appointed to conduct the secretarial audit of the Company for the Financial Year 2014-15, as required under Section 204 of the Act and Rules made there under. The Secretarial Audit Report, in the prescribed Form MR-3, for the Financial Year 2014-15 is annexed to this report.

21. Corporate Social Responsibility (CSR)

The Annual Report on the CSR activities of the Company, pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this report.

22. Audit Committee

The Audit Committee consists of Mr. Pratap Pawar, Mr. S. Padmanabhan, Mr. Arun Sheth and Mr. Vinay Kothari.

The above composition of the Audit Committee consists of Independent Directors viz., Mr. Pratap Pawar, Mr. S. Padmanabhan and Mr. Arun Sheth who form the majority.

The Company has established a vigil mechanism, formulated a Whistleblower Policy, and the Committee would oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The mechanism provides direct access to the Chairman of the Audit Committee in exceptional cases. The details of the mechanism/ policy are disclosed on the website of the Company www.forcemotors.com.

23. Policy on Directors Appointment and Criteria

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Act is available on the website of the Company www.forcemotors.com.

24. Formal Annual Evaluation of the Performance of Board/Committees and Directors

Information on the manner in which formal annual evaluation has been made by the Board of its own performance and the directors is given in the Report on Corporate Governance.

25. Corporate Governance

The Company has taken all necessary steps to implement the provisions of the Listing Agreement, and a detailed report on the various issues, including the Auditors' Report on Corporate Governance is attached to this report.

26. Details of Directors and Employees' Remuneration

The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and the Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

27. Disclosure on Sexual Harassment of Women at Workplace (Prevention, Prohibition & 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 complaints received regarding sexual harassment. All employees are covered under this policy. There are no complaints received during the year under report.

28. Details of Frauds Reported by Auditors

There are no such frauds against the Company reported by the Auditors for the period underreport.

29. Directors' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3) (c) of the Act:

a) in the preparation of the Annual Financial Statements for the year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) for the Financial Year ended 31st March 2015 such accounting policies as mentioned in the Notes to the Financial Statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the profit and loss of the Company for the year ended 31st March 2015;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

30. You are requested to appoint Auditors for the current year and fix their remuneration. M/s. P. G. Bhagwat, Chartered Accountants, Pune, Auditors to the Company, who retire at the ensuing Annual General Meeting, are eligible for reappointment.

31. The Company appointed M/s. Joshi Apte & Associates, Cost Accountants, Pune, for verification and review of the Cost Records of the Company, for the Financial Year2014-15.

32. The industrial relations at the Pithampur Plant continued to be cordial. The litigation connected with recognition of labour union at the Company's Akurdi, Pune Plant, is still pending before the Hon'ble Supreme Court of India.

33. The Directors express their grateful thanks to the Dealers, Suppliers and Banks for their support, and express their warm appreciation of the sincere co-operation and dedicated work by a majority of the employees of the Company.

For and on behalf of the Board of Directors Pune - 411 035 ABHAYKUMAR FIRODIA

31st July 2015. Chairman

DIN:00025179

Mar 31, 2014

The Members,

The Directors present the 55th Annual Report, together with the audited accounts for the Financial Year ended on 31st March 2014.

1. Financial Results 2013-14 2012-13

Income from 2301,13,77,716 2276,35,17,184

Operations (Gross)

Other Income 59,93,50,506 43,65,16,285

Profit before 147,46,54,600 89,28,83,139

Depreciation

Depreciation 84,83,84,924 70,15,66,527

Provision for

Taxes (Net) (15,06,73,127) 4,85,29,076

Profit After Tax 77,69,42,803 14,27,87,536

Proposed Dividend 3,95,28,786 3,95,28,786

Provision for Tax

on Distributed Profit 67,17,918 67,17,918

Transfer to General

Reserve 7,76,94,281 1,42,78,754

Balance in Profit &

Loss Account

carried forward 807,10,44,173 741,80,42,355

2. In view of acquisition of 6,31,139 equity shares of - 10 each by Jaya Hind Investments Private Limited on 17th February 2014, the Company has become a subsidiary Company of Jaya Hind Investments Private Limited, the promoter of the Company, within the meaning of Regulation 2 of Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The holding company, as of the date of report, holds 72,68,497 equity shares (55.16% of the paid up capital) of your Company.

3. Dividend

The Board of Directors has recommended a dividend of - 3 per share on 1,31,76,262 equity shares on 0 each fully paid up.

4. Name Change

As reported earlier, petition challenging the decision of the Hon''ble High Court of Judicature at Bombay, in respect of change in the name of the Company has been admitted by the Hon''ble Supreme Court of India. The operation of the order of the Hon''ble High Court has been stayed. The matter is still under consideration of the Hon''ble Supreme Court of India.

5. Market Situation

In view of the provisions of the Listing Agreement, the Market Situation and Status of Operations are dealt with in the "Management Discussion and Analysis" attached hereto.

6. Exports

The export turnover for the year under report was

- 49.17 crore against the previous year''s export of

- 35.68 crore.

7. Research & Development

The expenditure on Research & Development, for new products, including the expenditure on Projects and Tool Engineering, was 3.90% of the operational turnover of the Company for the year under report. The Company continues to maintain its emphasis on research, development and tool engineering activities.

8. Foreign Collaborations

(a) During the year under consideration, the Company obtained technical assistance from M/s. AVL, Graz, Austria, for the engineering and development of a series of common rail engines, capable of BS IV / Euro IV emission standards, and which will also cater for the next level of emissions. Also assistance was obtained for further enhancement of the robustness, the reliability and life cycle of the engines.

(b) The Company also received technology assistance from Magna Steyr India Pvt. Ltd. for upgradation of transmissions.

(c) The period of the license arrangement, with ZF Friedrichshafen AG, Germany, for the technology for truck gearboxes ended. The Company has the right to continue to manufacture the products.

(d) The Company continues to have the benefit of technical assistance of Dr. Rolf Bacher, Germany, and of Prof. Wolfgang Kraus.

9. Industrial Relations

The litigation connected with recognition of labour union at the Company''s Akurdi, Pune Plant, is still pending before the Hon''ble Supreme Court of India. The industrial relations at the Pithampur Plant continued to be cordial. During the year under report, the permanent workmen of the Akurdi factory raised various demands. A reference has been made as per the provisions of the Industrial Disputes Act, 1947 in respect of these demands. The litigation connected with this reference is pending. The wage settlement with the workmen of Pithampur Plant is implemented satisfactorily.

10. Foreign Exchange

The foreign exchange outgo, arising out of the import of raw materials, components and capital goods, is as per the details mentioned in the Notes to Financial Statements.

11. Environment and Conservation of Energy

Several steps to save energy and natural resources like water are being taken so as to achieve energy saving and cost reductions. Installation and replacement of capacitors and compressors with high capacity have significantly contributed in energy saving and cost reductions. The Company has installed the latest generation robotic paint shop, obtained from Duerr AG, Germany, for painting of vehicle bodies. This, besides enabling dramatic improvement in paint coverage and paint quality, will result in approximately 10 per cent reduction in energy consumption.

12. Fixed Deposits

103 deposits amounting to ~ 35,05,000 matured for repayment on or before 31st March 2014 but remained unclaimed on that date. Out of these, 58 deposits amounting to ~ 19,45,000 have since been repaid.

13. Orders for Machinery

Since the close of the Accounting Year the Company has placed orders for new machinery, equipment and other capital assets of value ~ 4.79 crore.

14. Directors

Mr. Sudhir Mehta and Mr. R. B. Bhandari, Directors of the Company, retire by rotation and being eligible offer themselves for reappointment.

Mr. L. Lakshman, Mrs. Anita Ramachandran, Mr. Atul Chordia, Mr. S. A. Gundecha have ceased to be Directors of the Company, by resignation. Board places on records its appreciation for the services rendered by them in their capacity as Directors.

The Board of Directors of the Company, in its meetings held on 26th July 2014 and 11th August 2014, decided to put proposals for the appointment of Mr. Nitin Desai, Dr. Indira Parikh, Mr. Pratap Pawar, Mr. S. Padmanabhan and Mr. Arun Sheth as Independent Directors.

Considering the provisions of section 160 and 161 of the Companies Act, 2013, Jaya Hind Investments Private Limited has given notices for appointment of Mr. Nitin Desai, Dr. Indira Parikh, Mr. Pratap Pawar, Mr. S. Padmanabhan and Mr. Arun Sheth as Independent Directors for a period of 3 years.

All necessary information regarding these Directors retiring by rotation, additional director or independent director to be appointed is a part of the Statement attached to notice dated 11th August 2014 and/or report on Corporate Governance. The details of managerial remuneration are indicated in Note No. 38 Notes to Financial Statement (Schedule XIII). The term of appointment of Mr. Prasan Firodia, Managing Director of the Company, expires on 5th November 2014. The Board, and the Nomination and Remuneration Committee of the Board approved, subject to the approval of the Members of the Company, the proposal of reappointment of Mr. Prasan Firodia, Managing Director, for a further period of 5 years w.e.f. 6th

November 2014 and in respect of payment of remuneration to him as Managing Director of the Company.

Mr. Abhaykumar Firodia, Chairman of the Company, has agreed to assist the Company, by undertaking management responsibility, considering the expansion of business, the new projects to be implemented by the Company and accordingly, the Board, and Nomination and Remuneration Committee of the Board, in compliance with the provisions of the Companies Act, 2013, decided to put a proposal for the consideration of the Members of the Company, in the ensuing Annual General Meeting, to appoint Mr. Abhaykumar Firodia, as Managing Director, to be designated as the Chairman. Mr. Abhaykumar Firodia has indicated that he shall not draw any remuneration, including sitting fees, as a Managing Director of the Company, except the provision of cars and telephone.

15. Audit Committee

Mr. Pratap Pawar, Mr. S. Padmanabhan, Mr. Arun Sheth, Independent Directors, and Mr. Vinay Kothari, Non-Executive Director, are the Members of the Audit Committee.

16. Unclaimed Share Certificate and Suspense Account

Share certificates in respect of 4647 shares earlier issued as right shares or bonus shares were returned undelivered. The Company intimated the fact to the concerned Members from time to time including reminders issued as per the provisions of the Listing Agreement. List of these Members is hosted on the website of the Company.

17. Corporate Governance

The Company has taken all necessary steps to implement the provisions of the Listing Agreement, and a detailed report on the various issues, including the Auditors'' Report on Corporate Governance are attached to this Report.

18. Directors'' Responsibility Statement

As required by sub-section 2AA of Section 217 of the Companies Act, 1956, the Directors state that -

(a) in the preparation of Annual Accounts, the applicable Accounting Standards had 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 at the end of the Financial Year and of the profit/loss of the Company for that period;

(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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts are prepared on a going concern basis.

19. Other

Under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the annexure to the Directors'' Report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report is being sent to all the Members of the Company excluding the aforesaid annexure. The Members interested in obtaining a copy of the said annexure may write to the Company at the Registered Office of the Company. The Company had two employees who were in receipt of remuneration exceeding Rs. 5,00,000 per month and employed throughout the financial year.

20. You are requested to appoint Auditors for the current year and fix their remuneration. M/s. P. G. Bhagwat, Chartered Accountants, Pune, Auditors to the Company, who retire at the ensuing Annual General Meeting, are eligible for reappointment.

21. The Central Government has directed to conduct audit of the cost records of the Financial Year 2013-14 and accordingly M/s. Joshi Apte & Associates, Cost Accountants, Pune, were appointed as the Cost Auditors for that year. The Cost Audit Report is under preparation.

22. The Directors express their grateful thanks to the Dealers, Suppliers and Banks for their support, and express their warm appreciation of the sincere co-operation and dedicated work by a majority of the employees of the Company.

For and on behalf of the Board of Directors

Pune - 411 035 ABHAYKUMAR FIRODIA 11th August 2014. Chairman

Mar 31, 2013

To The Members''

The Directors present the 54th Annual Report'' together with the audited accounts for the Financial Year ended on 31st March 2013.

1. Financial Results

2012-13 2011-12

Income from 2276''35''17''184 2369''16''19''208

Operations (Gross)

Other Income 43''65''16''285 24''59''73''016

Exceptional Items 960''70''94''000

Gross Profit 89''28''83''139 1071''65''55''435

Depreciation 70''15''66''527 60''35''64''562

Provision for Taxes (Net) 4''85''29''076 186''96''72''785

Profit After Tax 14''27''87''536 824''33''18''088

Proposed Dividend 3''95''28''786 13''17''62''620

Provision for Tax on Distributed Profit 67''17''918 2''13''75''191

Transfer to General

Reserve 1''42''78''754 82''44''00''000

Balance in Profit & Loss Account Carried Forward 741''80''42''356 733''57''80''277

2. Dividend

The Board of Directors has recommended a dividend of Rs. 3 per share on 1''31''76''262 equity shares of Rs. 10 each fully paid up.

3. Name Change

As reported earlier'' petition challenging the decision of the Hon''ble High Court of Judicature at Bombay'' in respect of change in the name of the Company has been admitted by the Hon''ble Supreme Court of India. The operation of the orderof the Hon''ble High Court has been stayed. The matter is still under consideration of the Hon''ble Supreme Court of India.

4. TheJointVenture

As reported earlier'' the Heavy Commercial Vehicle Joint Venture with MAN Truck & Bus AG Germany'' was terminated w.e.f. 28th March 2012. As per the agreed arrangement'' Company was to provide common services till 27th March 2013. The arrangement regarding providing of common services stands terminated from 24th January 2013. The Company is continuing supply of Cabs and Gearboxes to MAN Trucks India Private Limited.

5. Market Situation

In view of the provisions of the Listing Agreement'' the Market Situation and Status of Operations are dealt with in the "Management Discussion and Analysis" attached hereto.

6. Exports

The export turnover for the year under report was Rs. 35.68 crore against the previous year''s export of Rs.23.96crore.

7. Research & Development

The expenditure on Research & Development'' for new products'' including the expenditure on Projects and Tool Engineering'' was 3.22 % of the operational turnover of the Company for the year under report. The Company continues to maintain its emphasis on research'' development and tool engineering activities.

8. Foreign Collaborations

As reported earlier the Company entered into a licensing agreement with Daimler AG'' Germany in respect of Multi-Purpose Vehicle (MPV). This project is progressing satisfactorily. The Company has received the agreed technology'' and has also procured dies'' tools required for the manufacture of MPV. The construction of buildings at Company''s Pithampur Plant to house the facilities for production of MPV is nearing completion. The supplier base'' for procurement of the parts of MPV'' is being established. The technology procured from Getriebe-und Zahnradfabrik Hermann HagenmeyerGmbH & Cie KG (GETRAG)'' in respect of Transaxles'' required in the manufacture of the MPV'' has been absorbed completely.

Continuous technical support'' as per the agreed arrangement'' is being availed by the Company from MB Tech Group GmbH KGAA'' for development of various parts and systems of vehicles being manufactured'' or planned to be manufactured by the Company.

The Company continues to have the benefit of technical assistance from Dr. Rolf Bacher'' Germany.

9. Industrial Relations

The litigation connected with recognition of labour union at the Company''s Akurdi'' Pune Plant'' is still pending before the Hon''ble Supreme Court of India. The industrial relations at the Pithampur Plant continued to be cordial.

10. Foreign Exchange

The foreign exchange outgo'' arising out of the import of raw materials'' components and capital goods'' is as per the details mentioned in the Notes to Financial Statements.

11. Environment and Conservation of Energy

Several steps to save energy and natural resources like water are being taken so as to achieve energy saving and cost reductions. The establishment of a new robotized top coat line in the paint shop'' at Pithampur'' is a step in this direction as it will result in considerable savings in paint'' energy and will improve the environmentfriendliness of the system.

12. Fixed Deposits

23 deposits amounting to Rs. 4''95''000 matured for repayment on or before 31st March 2013 but remained unclaimed on that date. Out of these'' 5 deposits amounting toRs. 1''35''000 have since been repaid/renewed.

13. Orders for Machinery

Since the close of the Accounting Year the Company has placed orders for new machinery'' equipment and other capital assets of value Rs. 13.08 crore.

14. Directors

Mr. Abhaykumar Firodia'' Mrs. Anita Ramachandran'' Mr. Atul Chordia and Mr. Arun Sheth'' Directors of the Company'' retire by rotation and being eligible offer themselves for reappointment.

15. Audit Committee

Mr. Vinay Kothari'' Mr. Pratap Pawar'' Mr. S. Padmanabhan'' Mr. Arun Sheth'' Independent Directors'' and Mr. S. A. Gundecha'' Non-Executive Director'' are the Members of the Audit Committee.

16. Unclaimed Share Certificate and Suspense Account

Share certificates in respect of 4709 shares earlier issued as right shares or bonus shares were returned undelivered. The Company intimated the fact to the concerned Members from time to time including reminders issued as per the provisions of the Listing Agreement. List of these Members is hosted on the website of the Company.

17. Corporate Governance

The Company has taken all necessary steps to implement the provisions of the Listing Agreement'' and a detailed report on the various issues'' including the Auditors'' Report on Corporate Governance are attached to this Report.

18. Directors''Responsibility Statement

As required by sub-section 2AA of Section 217 of the Companies Act'' 1956'' the Directors state that -

(a) in the preparation of Annual Accounts'' the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit/loss of the Company forthat period;

(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'' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts are prepared on a going concern basis.

19. Other

Under the provisions of Section 217(2A) of the Companies Act'' 1956'' read with the Companies (Particulars of Employees) Rules'' 1975'' as amended'' the names and other particulars of employees are set out in the annexure to the Directors'' Report. However'' in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act'' 1956'' the Directors'' Report is being sent to all the Members of the Company excluding the aforesaid annexure. The Members interested in obtaining a copy of the said annexure may write to the Company at the Registered Office of the Company. The Company had two employees who were in receipt of remuneration exceeding Rs. 5''00''000 per month and employed throughout the financial year and six employees who were in receipt of remuneration exceeding Rs. 5''00''000 per month and employed for part of the financial year.

20. You are requested to appoint Auditors for the current year and fix their remuneration. M/s. P. G. Bhagwat'' Chartered Accountants'' Pune'' Auditors to the Company'' who retire at the ensuing Annual General Meeting'' are eligible for reappointment.

21. The Central Government has directed to conduct audit of the cost records of the Financial Year 2012-13 and accordingly M/s. Joshi Apte & Associates'' Cost Accountants'' Pune'' were appointed as the Cost Auditors for that year. The Cost Audit Report is under preparation.

22. The Directors express their grateful thanks to the Dealers'' Suppliers and Banks for their support'' and express their warm appreciation of the sincere co- operation and dedicated work by a majority of the employees of the Company.

For and on behalf of the Board of Directors

Pune - 411 035 ABHAYKUMAR FIRODIA

27th July 2013. Chairman

Mar 31, 2012

The Directors present the 53rd Annual Report, together with the audited accounts for the financial year ended on 31st March 2012.

1. Financial Results

2011-12 2010-11 Rs. Rs.

Income from 2369,16,19,208 1780,62,45,873

Operations (Gross)

Other Income 24,59,73,016 5,49,76,051

Exceptional Items 960,70,94,000 --

Gross Profit 1071,65,55,435 126,78,04,453

Depreciation 60,35,64,562 44,81,72,112

Provision for Taxes (Net) 186,96,72,785 23,34,53,386

Profit After Tax 824,33,18,088 58,61,78,955

Proposed Dividend 13,17,62,620 6,58,81,310

Provision for Tax on Distributed Profit 2,13,75,191 1,06,87,596

Transfer to General Reserve 82,44,00,000 182,46,33,784

Balance in Profit & Loss Account Carried Forward 733,57,80,277 7,00,00,000

The income from operations (gross) for the year under report increased to Rs. 2369 crores against the previous year's sale ofRs. 1780 crores representing a significant growth of 33%.

2. Dividend

The Board of Directors has recommended a dividend of Rs. 10 per share on 1,31,76,262 equity shares of Rs. 10 each fully paid up.

3. Name Change

As reported earlier, petition challenging the decision of the Hon'ble High Court of Judicature at Bombay, in respect of change in the name of the Company has been admitted by the Hon'ble Supreme Court of India. The operation of the order of the Hon'ble High Court has been stayed. The matter is still under consideration of the Hon'ble Supreme Court of India.

4. Heavy Commercial Vehicle Business - the Joint Venture

The Company entered into an agreement with MAN Truck & Bus AG (MAN), the joint venture partner in the Heavy Commercial Vehicles segment. As per this agreement, on 28th March 2012 the Company sold 5,57,97,100 equity shares ofRs. 10 each of MAN FORCE Trucks Private Limited, (the then joint venture ' company), to MAN for the agreed consideration of Ã 150,000,000. As per the other terms and conditions agreed with MAN, the Company will continue to hold one equity share of MAN FORCE Trucks Private Limited, (now named as MAN Trucks India Private Limited).

The Company had established a heavy commercial vehicles (HCV) division, for which it has sourced technology for engines, gear boxes, cabs, etc. underfull payment - from MAN Nutzfahrzeuge AG (MAN), ZF Friedrichshafen AG, etc.

Later accepting the offer made by MAN, Company converted the technical collaboration arrangement into a Joint Venture for manufacture of Heavy Commercial Vehicles with MAN, retaining 70 % of the equity capital of the joint venture company. This was done in response to MAN's offer to enable substantial exports.

Subsequently in the year 2006 in response to the proposal made by MAN for higher participation of MAN, Company diluted its shareholding to 50 % of the equity capital of the said joint venture.

With the above referred disinvestment of 5,57,97,100 number of shares, Company ceased to be a Joint Venture Partner in MAN Trucks India Private Limited.

The Company has agreed to continue to support MAN to achieve smooth transition, by making available certain services and component supply, under a specific agreement. Company has not accepted any restriction in respect of its entry, if decided, in the Heavy Commercial Vehicles Segment.

This sale of shares of MAN Trucks India Private Limited resulted in exceptional income of Rs. 960,70,94,000. The tax on this exceptional income, calculated on pro-rata basis is Rs. 201,61,58,346.

5. Market Situation

In view of the provisions of the Listing Agreement, the Market Situation and Status of Operations are dealt with in the "Management Discussion and Analysis" attached hereto.

6. Exports

The export turnover for the year under report was Rs. 23.96 crores against the previous year's export of Rs.27.17 crores.

7. Research & Development

The expenditure on Research & Development for new products, including the expenditure on Projects and Tool Engineering, was 1.94 % of the operational turnover of the Company for the year under report. The Company has maintained its emphasis on research, development and tool engineering activities.

8. Foreign Collaborations

The Company entered into a Licence Agreement with Daimler AG in respect of Multi Purpose Vehicle (MPV). As per the terms and conditions of this agreement, the drawings and designs of the vehicle, (excluding the engine and the transmission systems), have been made available by Daimler AG to the Company.

The Company has entered into a Technical Collaboration Agreement, with Getriebe-und Zahnradfabrik Hermann Hagenmeyer GmbH & Cie KG (GETRAG), in respect of Transaxles required in the manufacture of the MPV.

A Technical Support Agreement has been signed with MB Tech Group GmbH KGAA in respect of availing consultancy assistance in the field of product development and process development.

The Company continues to have the benefit of technical assistance from Dr. Rolf Bacher, Germany.

9. Industrial Relations

The litigation connected with recognition of labour union at the Company's Akurdi. Pune Plant, is still pending before the Hon'ble Supreme Court of India. The industrial relations at the Pithampur Plant continued to be cordial.

10. Foreign Exchange

The foreign exchange outgo arising out of the import of raw materials components and capital goods is as per the details mentioned in the Notes to Financial Statements.

11. Environment and Conservation of Energy

Several steps to save energy and natural resources like water are being taken so as to achieve energy saving and cost reductions. The new CED - paint shop (fifth generation technology) at Pithampur is a step in this direction.

12. Fixed Deposits

28 deposits amounting to Rs. 8,86,000 matured for repayment on or before 31st March 2012 but remained unclaimed on that date. Out of these, 4 deposits amounting to Rs. 51,000 have since been repaid / renewed.

13. Orders for Machinery

Since the close of the Accounting Year the Company has placed orders for new machinery, equipment and other capital assets of valueRs.20.05 crores.

14. Directors

Mr. Vinay Kothari. Mr. Sudhir Mehta, Mr. S. A. Gundecha and Mr. R. B. Bhandari, Directors of the Company, retire by rotation and being eligible offer themselves for reappointment.

Mr. S. N. Inamdar ceased to be the Director of the Company w.e.f. 16th April 2012. Mr. Inamdar has been closely associated with the Company for over three decades. His advice and guidance has greatly benefitted the Company. Board places on records its appreciation for the services rendered by Mr. Inamdar in his capacity as Director.

15. Audit Committee

Mr. Vinay Kothari, Mr. Pratap Pawar, Mr. S. Padmanabhan, Mr. Arun Sheth, Independent Directors, and Mr. S. A. Gundecha, Non-Executive Director, are the Members of the Audit Committee.

16. Corporate Governance

The Company has taken all necessary steps to implement the provisions of the Listing Agreement, and a detailed report on the various issues, including the Auditor's Report on Corporate Governance are attached to this Report.

17. Directors' Responsibility Statement

As required by sub-section 2AA of Section 217 of the Companies Act, 1956, the Directors state that-

(a) in the preparation of Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures:

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit / loss of the Company for that period;

(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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts are prepared on a going concern basis.

18. Other

Under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the annexure to the Directors' Report. However, in terms of the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Directors' Report is being sent to all the Members of the Company excluding the aforesaid annexure. The Members interested in obtaining a copy of the said annexure may write to the Company at the Registered Office of the Company. The Company had two employees who were in receipt of remuneration exceeding Rs. 5,00,000 per month and employed throughout the financial year and six employees who were in receipt of remuneration exceeding Rs. 5,00,000 per month and employed for part of the financial year.

19. You are requested to appoint Auditors for the current year and fix their remuneration. M/s. P. G. Bhagwat, Chartered Accountants, Pune, Auditors to the Company, who retire at the ensuing Annual General Meeting, are eligible for reappointment.

20. The Central Government has directed to conduct audit of the cost records of the Financial Year 2011-12 and accordingly M/s. Joshi Apte & Associates, Cost Accountants, Pune, were appointed as the Cost Auditors, for that year. The Cost Audit Report is under preparation.

21. The Directors express their grateful thanks to the Dealers, Suppliers and Banks for their support, and express their warm appreciation of the sincere co-operation and dedicated work by a majority of the employees of the Company.

For and on behalf of the Board of Directors

Pune - 411 035 ABHAY FIRODIA

28th July 2012 Chairman

Mar 31, 2011

The Members,

The Directors present the 52nd Annual Report, together with the audited accounts for the financial year ended on 31st March, 2011.

1. Financial Results

2010-11 2009-10

(Rs.) (Rs.)

Gross Sales 1691,84,66,907 1075,32,09,626

Other Income 93,59,92,643 96,30,68,334

Gross Profit 126,94,93,453 84,88,03,627

Depreciation 44,81,72,112 41,99,55,157

Provision for

Taxes (Net) 23,51,42,386 (17,53,77,456)

Profit After Tax 58,61,78,955 60,42,25,926

Proposed Dividend 6,58,81,310 3,95,28,786

Provision for Tax

on Distributed Profit 1,06,87,596 67,19,894

Transfer to General

Reserve 182,46,33,784 6,04,22,593

Balance in Profit &

Loss Account

Carried Forward 7,00,00,000 138,50,23,735

The gross sales for the year under report increased to Rs. 1,691.85 crores against the previous year's sale of Rs. 1,075.32 crores representing a significant growth of 57.33 %.

2. Dividend

The Board of Directors has recommended a dividend of Rs. 5 per share on 1,31,76,262 equity shares of Rs. 10 each fully paid up.

3. Name Change

The Writ Petition in respect of the change in the name of the Company, filed by one of the Member of the Company was allowed by the Hon'ble High Court of Judicature at Bombay. The Hon'ble Court held that the order passed, as per the provisions of Section 22 of the Companies Act, 1956, based on which the name of the Company was changed in the year 2005, is not sustainable in law. The Company's Petition challenging this decision, has been admitted for hearing by the Hon'ble Supreme Court of India on 1st August, 2011. The operation of the order of the Hon'ble High Court has been stayed.

4. Market Situation

In view of the provisions of the Listing Agreement, the Market Situation and Status of Operations are dealt with in the "Management Discussion & Analysis" attached hereto.

5. Exports

The export turnover for the year under report was Rs. 27.17 crores against the previous year's export of Rs. 26.96 crores.

6. Research & Development

The expenditure on Research & Development for new products, including the expenditure on Projects and Tool Engineering, was 2.26 % of the operational turnover of the Company. The Company has maintained its emphasis on research, development and tool engineering activities.

7. Foreign Collaborations

The Company continues to have the benefit of technical assistance from Dr. Rolf Bacher, Germany. The Company also obtained technical consultancy from Mercedes Benz Project Consultation GmbH, Germany and MB Technology GmbH, Germany, for ongoing technical developments.

8. Industrial Relations

The litigation connected with recognition of labour union at the Company's Akurdi, Pune Plant is still pending before the Hon'ble Supreme Court of India. The industrial relations at the Pithampur Plant continued to be cordial.

9. Foreign Exchange

The foreign exchange outgo arising out of the import of raw materials, components and capital goods is as per the details mentioned in the Notes to Accounts.

10. Environment and Conservation of Energy

Several steps to save energy and natural resources like water are being taken so as to achieve energy saving and cost reductions. The new CED - paint shop at Pithampur is a step in this direction.

11. Fixed Deposits

50 deposits amounting to Rs. 17,63,000 matured for repayment on or before 31st March, 2011 but remained unclaimed on that date. Out of these, 13 deposits amounting to Rs. 5,75,000 have since been repaid / renewed.

12. Orders for Machinery

Since the close of the Accounting Year the Company has placed orders for new machinery, equipment and other capital assets of value of Rs. 35.83 crores.

13. Directors

The Board of Directors in its meeting held on 25th September, 2010 appointed Mr. Arun Sheth as an Additional Director of the Company. As per the provisions of Section 260 of the Companies Act, 1956, Mr. Arun Sheth holds office till the date of ensuing Annual General Meeting. The Company has received a notice proposing candidature of Mr. Arun Sheth for the directorship of the Company.

Mr. Bharat V. Patel resigned from the directorship of the Company w.e.f. 31st January, 2011. The Board places on record its appreciation of the services rendered by Mr. Patel during his association with the Company.

Mr. S. N. Inamdar, Mr. L. Lakshman, Mr. Pratap Pawar and Mr. S. Padmanabhan, Directors of the Company, retire by rotation and being eligible offer themselves for reappointment.

14. Audit Committee

The Board in its meeting held on 23rd April, 2011, reconstituted the Audit Committee. Now, Mr. Vinay Kothari, Mr. Pratap Pawar, Mr. S. Padmanabhan, Mr. Arun Sheth, Independent Directors, and Mr. S. A. Gundecha, Non-Executive Director, are the Members of the Audit Committee.

15. Corporate Governance

The Company has taken all necessary steps to implement the provisions of Listing Agreement and a detailed report on the various issues, including the Auditors' Report on Corporate Governance are attached to this Report.

16. Directors' Responsibility Statement

As required by sub-section 2AA of Section 217 of the Companies Act, 1956, the Directors state that Ã

(a) in the preparation of Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit / loss of the Company for that period;

(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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts are prepared on a going concern basis.

17. Other

Under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the annexure to the Directors' Report. However, in terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors' Report is being sent to all the Members of the Company excluding the aforesaid annexure. The Members interested in obtaining a copy of the said annexure may write to the Company at the Registered Office of the Company. The Company had, no employees who were in receipt of remuneration exceeding Rs. 5,00,000 per month and employed throughout the financial year and one employee who was in receipt of remuneration exceeding Rs. 5,00,000 per month and employed for part of the financial year.

18. You are requested to appoint Auditors for the current year and fix their remuneration. M/s. P. G. Bhagwat, Chartered Accountants, Pune, Auditors to the Company, who retire at the ensuing Annual General Meeting, are eligible for reappointment.

19. The Central Government has directed to conduct audit of the cost records of the Financial Year 2010-11 and accordingly M/s. Joshi Apte & Associates, Cost Accountants, Pune, were appointed as the Cost Auditors, for that year. The Cost Audit Report is under preparation.

20. The Directors express their grateful thanks to the Dealers, Suppliers and Banks for their support, and express their warm appreciation of the sincere co- operation and dedicated work by a majority of the employees of the Company.

For and on behalf of the Board of Directors

Pune - 411 035 ABHAY FIRODIA

9th August, 2011 Chairman

Mar 31, 2010

The Directors present the 51st Annual Report, together with the audited accounts for the financial year ended on 31stMarch, 2010.

1. Financial Results

2009-10 2008-09

(Rs.) (Rs.) Gross Sales 1075,32,09,626 865,28,30,698

Other Income 96,30,68,334 366,93,53,355

Gross Profit 84,88,03,627 231,93,99,520

Depreciation 41,99,55,157 41,82,56,236

Provision for

Taxes (net) (17,53,77,456) 65,55,13,246

Profit After Tax 60,42,25,926 124,56,30,038

Proposed Dividend 3,95,28,786 --

Provision for Tax on Distributed Profit 67,19,894 --

Transfer to General Reserve 6,04,22,593 --

Balance in Profit & Loss Account Carried Forward 138,50,23,735 88,74,69,082

The gross sales for the year under report increased to Rs. 1075.32 crores against the previous years sale of Rs. 865.28 crores representing a significant growth of24.27%.

2. Dividend

The Board of Directors recommended a dividend of Rs. 3 per share on 1,31,76,262 equity shares of Rs. 10 each fully paid up.

3. Name Change

As reported earlier, the litigation about name change is still pending before the Honble High Court of Judicature atMumbai.

4. Market Situation

In view of the provisions of the Listing Agreement, the Market Situation and Status of Operations are dealt with in the "Management Discussion & Analysis" attached hereto.

5. Exports

The export turnover for the year under report was Rs. 26.96 crores against the previous years export of Rs. 30.08 crores.

6. Research & Development

The expenditure on Research & Development for new products, including the expenditure on Projects and Tool Engineering, was 2.92% of the operational turnover of the Company. The Company has maintained its emphasis on research, development and tool engineering activities.

7. Foreign Collaborations

During the year under report the discussions, with ZF Friedrichshafen AG (ZF), in respect of return of licenses terminated without any change in the existing licensing arrangement in respect of 9-Speed Gear Box (E-21 9S-1110) and 6-Speed Gear Box (6S-850). This termination has resulted in retention of a sum of ÃÂ¤ 3,000,000 by the Company, out of the advance received from ZF.

The Company continues to have the benefit of technical assistance from Dr.Rolf Bacher, Germany. The Company also obtained technical consultancy from Mercedes Benz Project Consultation GmbH, Germany and MB Technology GmbH, Germany, for ongoing technical developments.

8. Industrial Relations

The litigation connected with recognition of labour union at the Companys Akurdi, Pune Plant is still pending before the Honble Supreme Court of India. The industrial relations at the Pithampur Plant continued to be cordial. The Company signed a Wage Settlement for the workmen employed at Pithampur. This new settlement shall remain in force upto 31st March, 2013.

9. Foreign Exchange

The foreign exchange outgo arising out of the import of raw materials components and capital goods is as per the details mentionedin the Notesto Accounts.

10. Environment and Conservation of Energy

Several steps to save energy and natural resources like water are being taken so as to achieve energy saving and cost reductions.

11. Fixed Deposits

83 deposits amounting to Rs. 34,88,000 matured for repayment on or before 31st March, 2010 but remained unclaimed on that date. Out of these, 39 deposits amounting to Rs. 21,75,000 have since beenrepaid/ renewed.

12. Orders forMachinery

Since the close of the Accounting Year the Company has placed orders for new machinery, equipment and other capital assetsof value of Rs. 21.39 crores.

13. Directors

Mr. Abhay Firodia resigned from the Managing Directorship of the Company w.e.f. 5th November, 2009, after serving the Company as Managing Director over a period of over 22 years. Mr.Firodia kindly agreed to continue to guide the Company to achieve smooth transition.

The Board in its meeting held on 24th October, 2009 appointed Mr. Prasan Firodia as the Managing Director ofthe Company w.e.f. 6th November, 2009.

The Members of the Company in their Extraordinary General Meeting held on 16th January, 2010 approved the appointment of Mr.Prasan Firodia as the Managing Director of the Company for a period of five years and also approved the remuneration to be paid to him as the Managing Director. Mr.Prasan Firodia is also the Managing Director of Jaya Hind Industries Limited.

The Board of Directors in its meeting held on 24th October, 2009 and 23rd January, 2010 appointed Mr. Abhay Firodia and Mr. Atul Chordia, respectively, as Additional Directors of the Company. As per the provisions of Section 260 of the Companies Act, 1956, Mr. Abhay Firodia and Mr. Atul Chordia hold office till the conclusion of ensuing Annual General Meeting. The Company has received notice proposing candidature of Mr.Firodia and Mr.Chordia for the directorship of the Company.

Mrs. Anita Ramachandran, Mr. R. B. Bhandari, Mr. Sudhir Mehta, and Mr. S. A. Gundecha Directors of the Company, retire by rotation and being eligible offer themselves for reappointment.

14. AuditCommittee

The Board in its meeting held on 23rd January, 2010, reconstituted Audit Committee. Now, Mr. Vinay Kothari, Mr. Pratap Pawar, Mr. S. Padmanabhan, Independent Directors, and Mr. S. A. Gundecha, Non- Executive Director, are the Members of the Audit Committee.

15. CorporateGovernance

The Company has taken all necessary steps to implement the provisions of Listing Agreement and a detailed report on the various issues, including the Auditors Report on Corporate Governance are attached to this Report.

16. Directors Responsibility Statement

As required by sub-section 2AA of Section 217 of the Companies Act, 1956, the Directors state that Ã

(a) in the preparation of Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit/loss of the Company for that period;

(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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts are prepared on a going concern basis.

17. Other

Under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the annexure to the Directors Report. However, in terms of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Directors Report is being sent to all the Members of the Company excluding the aforesaid annexure. The Members interested in obtaining a copy of the said annexure may write to the Company at the Registered Office of the Company. The Company had 8 employees who were in receipt of remuneration exceeding Rs. 2,00,000 per month and employed throughout the financial year and 13 employees who were in receipt of remuneration exceeding Rs. 2,00,000 per month and employed for part of the financial year.

18. You are requested to appoint Auditors for the current year and fix their remuneration. M/s.P.G.Bhagwat, Chartered Accountants, Pune, Auditors to the Company, who retire at the ensuing Annual General Meeting, are eligible for reappointment.

19. The Central Government has directed to conduct audit of the cost records of the Financial Year 2009-10 and accordingly M/s. Dhananjay V. Joshi & Co., Cost Accountants, Pune, were appointed as the Cost Auditors, for that year. The Cost Audit Report is under preparation.

20. The Directors express their grateful thanks to the Dealers, Suppliers and Banks for their support, and express their warm appreciation of the sincere co-operation and dedicated work by a majority of the employeesofthe Company.

For and on behalf of the Board of Directors

Pune-411035. ABHAY FIRODIA

24th July, 2010. Chairman

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