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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Directors Report of Samkrg Pistons & Rings Ltd.

Mar 31, 2024

Your directors are pleased and privileged to present 38^thAnnual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2024.

FINANCIAL RESULTS
PARTICULARS	2023-24	2022-23
Gross Revenue from Operations	30208.08	28734.33
Net Revenue from Operations	24533.22	23422.56
Other Income	151.23	121.74
Profit Before Depreciation, Interest and Tax (PBDIT)	3329.00	3638.24
Interest	379.40	340.76
Profit Before Depreciation and Tax	2949.60	3297.48
Depreciation	1291.97	1324.80
Profit before Exceptional Items	1657.63	1972.69
C S R	32.06	54.98
Extra-Ordinary Item	0	0
Profit after CSR	1625.57	1917.70
Provision for Taxation
Current Year	380.67	503.51
Deferred Taxation	-16.09	-54.21
Net Profit before Extra-Ordinary Item	1260.98	1468.38
Extra-Ordinary Item		0
Net Profit after Extra-Ordinary Item	1260.98	1468.38
Note: Figures have been re-grouped wherever necessary to confirm to current period classification.

DIVIDEND

Your Directorâs recommended dividend of Rs.2.00/- per equity share (20%) of face value of Rs.10/- each for the year ended March 31, 2024.

CREDIT RATING

During the Financial Year 2023-24, CRISIL awarded the following rating basing on Company financial results and ongoing Debt:

Long term Rating: CRISIL BBB /Stable Short term Rating: CRISILA2 Review of business operations:

The 2 & 3-wheeler I.C. engine segment of the automotive industry has continued to face significant changes and challenges in 2023-24. Our efforts in the domestic market have resulted in slight growth, due to socio-economic and political challenges in key African markets, particularly Nigeria and Sudan. The situation in these regions impacted our business operations, and our major customer in Colombia faced setbacks, leading to a noticeable decline in exports. However, we mitigated these losses through strategic market diversification by initiating

business discussion with European and American market exporters and by strengthening our domestic market presence.

Your Company during the under review achieved Rs. 24533 Lakhs of net revenue out of which domestic Sales around Rs. 19867 Lakhs as against Rs. 17987 lakhs of FY 2022-23 an increase of 10.45%. Export Sales of Rs.4817 Lakhs as against Rs. 5557 Lakhs for the FY 2022-23 , decline to the extent of 13%.

The companyâs focus on leveraging technology and maintaining high-quality standards has been crucial in navigating these dynamic market conditions. The postpandemic economic recovery has also contributed to our steady growth. The Company also slightly improved the performance in after-market Sales by changing the strategies and to reach every corner of the Country.

We have continued to invest in R&D, focusing on advancing technology and meeting stringent environmental standards, thereby positioning ourselves to better serve both domestic and international markets.

FUTURE PROSPECTUS:

Looking ahead, with favourable economic indicators, supportive government policies, and projected 7 percent GDP growth, India expects its auto components industry to perform well in FY25. SAMKRG, planning to expand its market reach by exploring business opportunities in Nepal and Kenya, as well as further developing our presence in Latin America and the Middle East. These regions offer significant growth potential for 2-wheelers, and we aim to capture a substantial market share. Additionally, our Company planning to introduce new product lines, including valves, connecting rods, bearings, and filters, in a stepwise manner. This expansion is aimed at increasing our product bandwidth and offerings in both the Indian domestic aftermarket and the export aftermarket sectors.

By leveraging our extensive distribution network and strong OEM relationships, we are well-positioned to enhance our market presence. We are dedicated to continuous innovation, ensuring our products meet the latest environmental standards and customer expectations. Our proactive approach to market changes and industry trends will help secure sustainable growth and long-term profitability for the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 with

respect to the Directorsâ Responsibility Statement, the

Board of Directors of the Company hereby confirms:

a) In the participation of Annual Accounts, the applicable Indian accounting standards had been followed along with proper explanation relating to material departures.

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and the profit loss account of the Company for that period.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors had prepared the Annual accounts on a going concern basis and

e) The Directors, in the case of listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

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

RISK MANAGEMENT COMMITTEE

Risk management committee consists of the

following Directors:

1.	Mr. S.Karunakar	Chairman
2.	Mr. Pinninti Raghu Prakash Swamy	Member
3.	Mr. K Kesavan	Member

RISK MANAGEMENT POLICY

The company has taken all the steps to mitigate the following risks:

Raw material prices: Ours is a continuous high volume manufacturing industry. Our profitability will depend on change in the price in raw materials and input costs.

Foreign currency Risks: Exchange rate fluctuations may sometimes effect. Adequate steps were taken.

Competition and Price Pressure: The Company is facing stiff competition in the segments of OEMs and aftermarket as well as price pressure from the OEMs which playing major roll on the profitability of the company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility committee consists of the following Directors:

1.	Mr. S Kishore	Chairman
2.	Mr. PinnintiRaghu Prakash Swamy	Member
3.	Mr. K Kesavan	Member

1.	Mr. K.K Kesavan	Chairman
2.	Ms. Rishita Nama	Member
3.	Mr. S Kishore	Member

Corporate social responsibility policy was adopted by the Board of Directors on the recommendation of corporate social responsibility committee.

Report on corporate social responsibility as per Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is prepared and the same is enclosed as annexure -3.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

The Independent Directors have submitted the declaration of independence as required pursuant Sec. 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sec. 149(6).

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of the following Directors:

Brief description of terms of reference:

â¢ Identifying persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

â¢ Carry on the evaluation of every directorâs performance;

â¢ Formulation of the criteria for determining

qualifications, positive attributes and

independence of a director;

â¢ Recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

â¢ Formulation of criteria for evaluation of independent Directors and the Board;

â¢ Devising a policy on Board diversity; and

â¢ Any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

The objective of the Policy:

1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

2. To determine remuneration based on the Companyâs size and financial positions and trends and practices on remuneration prevailing in peer companies.

3. To carry our evaluation of the performance of Directors.

4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Companyâs operations.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

POLICIES ON APPOINTMENT OF DIRECTORS AND

REMUNERATION

Your Company recognizes the importance and benefits

of having the diverse Board to enhance quality of

its performance and has adopted a Nomination and Remuneration Policy as formulated by the Board of Directors. The Companyâs Nomination and Remuneration Policy has laid down a framework for remuneration of Directors (Executive and NonExecutive), Key Managerial Personnel and Senior Management Personnel.

These Policies are available on the Companyâs website at thehttps://www.samkrgpistonsandrings.com

PERFORMANCE EVALUATION OF DIRECTORS AT BOARD AND INDEPENDENT DIRECTORSâ MEETINGS

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees for the financial year 2023-24. The evaluation was conducted on the basis of a structured questionnaire which comprises performance criteria such as performance of duties and obligations, independence of judgement, level of engagement and participation, attendance of directors, their contribution in enhancing the Boardâs overall effectiveness, etc. The Board has

expressed their satisfaction with the evaluation process. The observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback of the Directors, the Board and the management agreed on various action points to be implemented in subsequent meetings. The observations included those relating to further improvement in participation and deliberations at the meetings and conduct of the meetings, circulation of board presentations and its content.

The independent directors met on 29.05.2024 without the presence of other directors or members of Management. All the independent directors were present at the meeting. In the meeting, the independent directors reviewed performance of non-independent directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

FAMILIARIZATION PROGRAMME

Pursuant to Regulation 25(7) of the SEBI (LODR) Regulations, the Company has put in place a system

to familiarize its Independent Directors about the Company, its financial products, the industry and business model of the Company. In addition, the Company also updates on continuous basis to the Independent Directors about the ongoing events and developments relating to the Company, significant changes in regulatory environment through the Board/ Committee meetings and separate familiarisation programme(s). Familiarization Programme details:

(i) No. of programs attended by Independent Director (during the year and on a cumulative basis till date)	During the year	1
	Cumulative	23
(ii) No. of hours spent by Independent Directors in such programs (during the year and on a cumulative basis till date)	During the year	1.30
	Cumulative	25

Pursuant to Regulation 46 of SEBI (LODR) Regulations the details of Familiarization Programme is uploaded on the Companyâs website.

POLICY FOR PROHIBITION OF INSIDER TRADING

Vide notification No. EBI/LAD-NRO/GN/2018/59

Securities and Exchange Board of India (SEBI) has notified SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 with effect from April 01,2019. The Company has accordingly formulated and adopted Code for Fair Disclosure of Unpublished Price Sensitive Information. The said code is also available on the website of company.

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, Senior

Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations 2015.

The Company has also put in place requisite Structured Digital Database (SDD) system for the Designated Persons (DPs) to protect the confidentiality of Unpublished Price Sensitive Information (UPSI) of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The company has neither issued any Loans, guarantees nor made any investments during the financial year 2023-24.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO Sec. 188(1)

All Related Party Transactions that were entered into during the Financial Year under review were on an armâs length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. During the year, the Company had not entered into any contract/arrangement/transaction with related parties in terms of Section 188 of the Companies Act, 2013 and hence, Form AOC-2 pursuant to the provisions of Section 134(3)(h) of the Companies Act, 2013 and rule 8(2) of the Companies Accounts) Rules, 2014 is not applicable and does not form part of this report. There were no materially significant Related Party Transactions made by the Company during the year that required shareholdersâ approval under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be accessed on the Companyâs website at www.samkrgpistonsandrings. com There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report.

TRANSFER OF AMOUNTS TO RESERVES

The Company proposes to transfer an amount of Rs.126.10 lakhs to the general reserve for the financial year ended 31^stMarch, 2024.

LISTING OF EQUITY SHARES

The Companyâs equity shares are listed on BSE Ltd., PJ Towers, Dalal Street, Mumbai 400001.

MEETINGS OF THE BOARD OF DIRECTORS

The details of the Board of Directors Meeting held were given in the Report on Corporate Governance under Item No. 2(b).

ANNUAL RETURN

The Annual Return is prepared in Form MGT-7 as per the provisions of the Companies Act, 2013 for all the previous years and the same is checked at https:// www.samkrgpistonsandrings.com

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Sec. 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

Information with respect to the conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Sec. 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is prepared and annexed as Annexure -2 to this report.

BOARD OF DIRECTORS AND CHANGES THEREIN DURING THE YEAR 2023-24

Shri S Monish(DIN: 10217575), Director of the Company, who is liable to retire by rotation at this Annual General Meeting and being eligible, according to his performance and upon recommendation of nomination and remuneration committee, seeks for his re-appointment at the ensuing AGM.

Shri K. Chaitanya Abhishek (DIN: 08221971), NonExecutive and Independent Director resigned with effect from June 17, 2023 due to his personal reasons as stated by him in his resignation letter.

At the 37^th AGM dated September 28, 2023, Shri S Karunakar (DIN:01665760), Chairman and Managing Director of the company was appointed for 5 years till June 29, 2028 and Shri S Monish(DIN: 10217575) and Shri S Kishore (DIN: 01665768), Directors of the company was appointed as director liable to be retire by rotation.

Further, Shri K.K. Kesavan (DIN: 10243054) was appointed as Non-Executive and Independent Director for 5 years till June 29, 2028.

Changes after March 31, 2024

Mrs. Sirisha Ramaraju and Mrs. Nandiniy Vijay Kumar was appointed at the meeting of the Board of Directors held on dated August 12, 2024 as an Additional Director in the category of NonExecutive and Independent Director, not liable to retire ty rotation, for 5 years subject to further approval of members at the ensuing 38th Annual General Meeting of the Company.

DEPOSITS

The Company has not accepted any Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence there are no details to be disclosed under Rule 8(5) (v) of the Companies (Accounts) Rules, 2014

AUDITORS

Statutory Auditors

In accordance with Section 139 of the Companies Act, 2013 and the rules made there under, Shri M.V.N Murthy., Chartered Accountants, Hyderabad Chartered Accountants (ICAI Reg. No. 201445) was appointed as Statutory Auditors of the Company in the AGM held on September 28,2022 until the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2027. They have confirmed their eligibility and qualification required under Sections 139, 141 and other

applicable provisions of the Companies Act, 2013 and the Rules framed there under for continuation as Auditors of the Company. The Independent Auditorsâ Report for the financial year ended March 31, 2024 on the financial statements of the Company forms part of this Annual Report.

Ratification of appointment of Statutory Auditors at every AGM has been dispensed with by the Ministry of Corporate Affairs. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors.

Auditors Report

There are no qualifications, reservations or adverse remarks made by Shri M.V.N Murthy., chartered

Accountants, Hyderabad Chartered Accountants (ICAI Reg. No.201445) Statutory Auditors in their report for the Financial Year ended March 31st 2024.

Further, there was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

Audit Committee

Composition of Audit Committee included in Corporate Governance report.

Corporate Governance

A separate report on Corporate Governance is annexed as part of the Annual Report along with the Auditorâs Certificate on its compliance.

VIGIL MECHANISM

The Board of Directors has adopted whistle Blower policy. The Whistle Blower policy aims for conducting the affairs in the fair and transparent manner by adopting highest standards of professionalism, honest, integrity and ethical behaviour. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the chairperson of the audit committee in exceptional case.

Secretarial Auditor

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed Shri V B S S Prasad, Practicing Company Secretary (C.P.No: 4605) as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2024.

Secretarial Audit Report issued by Shri V B S S Prasad, Practicing Company Secretary in form MR-3 is enclosed as Annexure - 4 to this Annual Report and there is no any qualification, reservation adverse.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 Shri P Srinivas was appointed as Cost Auditor of the company for the financial year 2023-24 and accordingly he carried out the cost audit and there is no any qualification, reservation adverse.

MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

During the year under review no any significant or material orders were passed by the Regulators or Courts or Tribunals against the Company or its Directors which may impact the going concern status of the Company or its operations in future or the Directors of the Company in any manner.

LISTING AND DEMATERIALISATION:

The Equity Shares of the Company are listed on the BSE Limited. Shareholders are requested to convert their physical holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Regulation 34 (2) of the SEBI (LODR) Regulations, 2015 a cash flow statement enclosed with the financial statements is part of the Annual Report 2023 - 2024. Since, the Company has no subsidiary; the Consolidated Financial Statements of the Company for the financial year 2023 - 2024 is not applicable.

PREVENTION OF INSIDER TRADING:

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations 2015.

Company.

RECONCILIATION OF SHARE CAPITAL AUDIT:

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit has been carried out by Shri VBSS Prasad, Practicing Company Secretary, during the financial year 2023-24.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company hereby affirm that during the year under review it has complied with all the applicable secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:

The Statement of particulars of Appointment and Remuneration of Managerial Personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as enclosed as per Annexure - 5 to this Annual Report.

INSURANCE

All properties and insurable interests of the Company including building, plant & machinery and stocks have been fully insured.

CHANGE IN NATURE OF BUSINESS

There is no change in the Companyâs nature of business during the financial year ended March 31st, 2024.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has well defined internal control systems and procedures for ensuring optimum utilization of various resources, Investment decisions involving Capital Expenditure or taken up only after due appraisal and review. Internal audit function covers and carried out periodically and reviewed by the Audit Committee to ensure that all policies and procedures are adhered to, and all statutory obligations complied with.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

No such orders have been received.

MATERIAL CHANGES AND COMMITMENTS

There are no Material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2024 to the date of signing of the Directorâs Report.

POLICY ON SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and 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 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

During the financial year 2023-24, the Company received NO complaints on sexual harassment.

ACKNOWLEDGEMENTS

The Board of Directors would like to express their sincere thanks to the shareholders and investors of the Company for the trust reposed in the Company over the past several years. Your Directors would also like to thank the central government, state governments, financial institutions, banks, customers, dealers and vendors for their co-operation and assistance. The Directors also place on record their appreciation made by the employees at all levels.

The Board would like to reiterate its commitment to continue to build the organisation into a world-class enterprise in all aspects

Mar 31, 2018

DEAR SHAREHOLDERS

The Directors are pleased to present 32^ndAnnual Report and the Audited Accounts of the Company for the year ended March 31, 2018.

Financial Results (Rs. In Lakhs)

	2017-18	2016-17
Gross Sales	32397.76	28037.31
Other Income	228.60	134.78
Profit Before Interest, Depreciation and Tax (PBIDT)	4399.49	4162.16
Interest	128.51	173.49
Profit Before Depreciation and Tax (PBDT)	4270.98	3988.67
Depreciation	1305.18	1286.36
Profit Before Exceptional Item	2965.80	2702.31
C S R	37.50	31.65
Extraordinary Item	0	0
Profit After CSR	2928.30	2670.66
Provision for Taxation
i) Current Year	866.25	685.00
ii) Deferred Taxation	46.59	40.00
Net Profit Before Extraordinary Item	2015.46	1945.66
Extraordinary Item	0	0
Profit After Extraordinary Item	2015.46	1945.66

Note: Figures have been re-grouped wherever necessary to confirm to current period classification.

OPERATIONS:

The Company achieved the gross turnover of Rs.32397.76 Lakhs during year 2017-18 as against Rs.28037.31 Lakhs in the previous year 2016-17 there by recorded an increase of 15.55%. Your company has posted Net turnover of Rs.24527.71 Lakhs during year 2017-18 as compared to Rs.22965.02 Lakhs for the previous year 2016-17 i.e. an increase of 6.80%.

The company R&D expenditure is Rs.122.64 Lakhs i.e. 0.50% of Net sales during the year to catch up withup-gradation of technology and to meet OEMâs ever demanding quality and new developments requirement to improve life cycle of their product meeting BS IV norms of environmental standards for Auto components.

The operations of the Company on the whole have been satisfactory.

Earnings Before Depreciation, Interest and Tax (PBDIT) at Rs.4399.49 Lakhs as against previous year of Rs.4162.16 Lakhs. The Profit Before Tax was at Rs.2965.80 lakhs as compared to Rs. 2702.31 Lakhs in 2016-17 an increase of 9.75%

LISTING OF EQUITY SHARES

The Companyâs equity shares are listed on BSE Ltd., Feroz Jeejeebai Towers, Dalal Street, Mumbai 400001.

MEETINGS OF THE BOARD OF DIRECTORS

The details of the Board of Directors Meeting held were given in the Report on Corporate Governance under Item No. 2(b).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 with respect to the Directorsâ Responsibility Statement, the Board of Directors of the Company hereby confirms:

- In the participation of Annual Accounts the applicable Indian Accounting Standards have been followed and that there have been no material departures.

- The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and the Profit & Loss account to the Company for that period.

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors had prepared the Annual accounts on a going concern basis and

- The Directors, in the case of listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

- The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

- The Companyâs Internal Auditors have conducted periodic audit to provide reasonable assurance that the Companyâs established policies and procedures have been followed. The Audit Committee of the Board meets once in a quarter with Internal Auditors to review internal control and financial reporting issues.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

The Independent Directors have submitted the declaration of independence as required pursuant Sec. 147 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sec. 149(6).

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of the following Directors namely Shri V Chakrapani, Shri M N Thakkar and Shri S. MadhavaRao.

Brief description of terms of reference:

- Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal.

- Carry on the evaluation of every Directorâs performance;

- Formulation of the criteria for determining qualifications, positive attributes and independence of a Director;

- Recommend to the Board a policy relating to the remuneration of the Directors, key managerial personnel and other employees;

- Formulation of criteria for evaluation of independent Directors and the Board;

- Devising a policy on Board diversity; and

- Any other matter as the Board may decide from time to time.

Nomination and Remuneration policy The objective of the Policy:

2. To determine remuneration based on the Companyâs size and financial positions and trends and practices on remuneration prevailing in peer companies.

3. To carry our evaluation of the performance of Directors.

4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Companyâs operations.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The company has neither issued any Loans, Guarantees nor made any investments during the Financial year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO SEC. 188(1)

The particulars of contracts or arrangements with related parties referred to Section 188(1) are prepared in form No.AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The details of the transactions with related parties are given in the financial statements.

TRANSFER OF AMOUNTS TO RESERVES

The Company proposes to transfer an amount of Rs.253.07 Lakhs to the General Reserve for the financial year ended 31st March, 2018.

DIVIDEND

The Board of Directors of the company at its meeting held on 4^thMay, 2018 have recommended @ 50% on equity share i.e. Rs.5.00 per share on face value of Rs. 10/- each.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure-1 to this report.

RISK MANAGEMENT COMMITTEE

Risk management committee consists of the following Directors:

1. Shri S.D.M. Rao - Managing Director

2. Shri S Madhava Rao - Director

3. Shri V Chakrapani - Director RISK MANAGEMENT POLICY

The company has taken all the steps to mitigate the following risks:

Raw Material Prices : Ours is a continuous high volume manufacturing industry. Our profitability will depend on change in the price in Raw Materials and input costs.

Foreign Currency Risks: Exchange rate fluctuations may some times effect. Adequate steps were taken.

Competition and Price Pressure: The Company is facing stiff competition in the segments of OEMs and aftermarket as well as price pressure from the OEMs which playing major role on the profitability of the company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee consists of the following Directors:

S.No.	Name	Designation
1	Shri V Chakrapani	Chairman
2	Shri S Kishore	Member
3	Shri S Madhava Rao	Member

Corporate Social Responsibility policy was adopted by the Board of Directors on the recommendation of Corporate Social Responsibility Committee.

Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is prepared and the same is enclosed as Annexure - 3.

BOARD OF DIRECTORS

Shri S Madhava Rao, Director who is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

DEPOSITS

The Company has not accepted any Deposits in terms of Section 73 of the Companies Act, 2013 and the rules made there under and hence compliance with the same as not applicable.

AUDITORS

Statutory Auditors

At the Annual General Meeting held on 25^th September, 2017 M/s. Sridhara Chary V & Co., Chartered Accountants, were appointed as statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2022.

Auditors Report

There are no qualifications, reservations or adverse remarks made by M/s Sridhara Chary V & Co., Chartered Accountants (ICAI Reg. No.011478S) Statutory Auditors in their report for the Financial Year ended March 31st 2018.

Audit Committee

Composition Audit Committee included in Corporate Governance report.

Corporate Governance

A separate report on Corporate Governance is annexed as part of the Annual Report along with the Auditorâs Certificate on its compliance.

VIGIL MECHANISM

The Board of Directors have adopted whistle Blower policy. The Whistle Blower policy aims for conducting the affairs in the fair and transparent manner by adopting highest standards of professionalism, honest, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the chairperson of the audit committee in exceptional cases.

SECRETARIAL AUDITOR REPORT

Secretarial Audit Report issued by Shri V B S S Prasad, Practicing Company Secretary in form MR-3 is enclosed as Annexure - 4 to this Annual Report.

There are no qualifications in Secretarial Audit Report.

PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:

INSURANCE

All properties and insurable interests of the Company including Building, Plant & Machinery and Stocks have been fully insured.

CHANGE IN NATURE OF BUSINESS

There is no change in the Companyâs nature of business during the financial year ending March 31st, 2018.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

No such orders have been received.

MATERIAL CHANGES AND COMMITMENTS

There are no Material changes and commitments in the business operations of the Company from the Financial year ended 31st March, 2018 to the date of signing of the Directorâs Report.

POLICY ON SEXUAL HARASSMENT

The Company has adopted policy on Prevention of Sexual Harassment of Women at Work place in accordance with the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial year ended 31st March, 2018, the company has not received any Complaints pertaining to Sexual Harassment.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the cooperation and support of Bankers, Customers, Business Associates, Shareholders, Dealers, and Suppliers who are enabling the Company to achieve its goals. The Directors also place on record their appreciation made by the employees at all levels.

On behalf of the Board of Directors

Sd/-

S. D. M. RAO

CHAIRMAN & MANAGING DIRECTOR

Place : Hyderabad

Date : 4th May, 2018

Mar 31, 2016

DEAR SHAREHOLDERS

The Directors are pleased to present 30th Annual Report and the Audited Accounts of the Company for the year ended March 31, 2016.

Financial Results (Rs.In Lakhs)

	2015 -16	2014-15
Gross Sales	27394.71	25543.09
Less: Excise Duty	2874.62	2295.71
Net Sales	24520.09	23247.38
Total Expenditure	20971.05	19861.56
Other Income	38.49	33.52
Operating Profit (PBDIT)	3587.53	3419.34
Interest	155.21	461.99
Cash Profit	3432.32	2957.35
Depreciation	1170.57	1156.53
Profit before Exceptional Item	2261.71	1800.82
Exceptional Item	0	0
Profit after Exceptional Item	2261.71	1800.82
Provision for Taxation
i) Current Year	630.45	510.00
ii) Deferred Taxation	40.00	37.86
Net Profit before Extraordinary Item	1591.30	1252.97
Extraordinary Item	21.15	21.46
Profit after Extraordinary Item	1570.15	1231.51

Note: Figures have been re-grouped wherever necessary to confirm to current period classification.

OPERATIONS:

The Company achieved the gross turnover of Rs.27395 Lakhs during year 2015-16 as against Rs.25543 Lakhs in the previous year 2014-15 there by recorded an increase of 7.25%. Your company has posted Net turnover of Rs.24520 Lakhs during year 2015-16 as compared to Rs.23247 Lakhs for the previous year 2014-15 i.e. an increase of 5.48% only because of reduction in export sales due to slowdown in Europe, USA and Russia.

The company R&D expenditure is Rs.122.60 Lakhs

i.e., 0.50% of sales during the year to catch up with up- gradation of technology and to meet OEMâs ever demanding quality and new developments requirement to improve life cycle of their product meeting Euro III norms.

The operations of the Company on the whole have been satisfactory.

Earnings Before Depreciation, Interest and Tax (PBDIT) at Rs.3588 lakhs as against previous year of Rs.3419 Lakhs. The Profit Before Tax was at Rs.2262 lakhs as compared to Rs.1801 lakhs in 2014-15 an increase of 25.60%.

LISTING OF EQUITY SHARES

The Companyâs equity shares are listed on BSE Ltd., Feroz Jeejeebai Towers, Dalal Street, Mumbai 400001.

MEETINGS OF THE BOARD OF DIRECTORS

During the year ended March 31st, 2016, 5 (Five) Board Meetings were held. The dates on which the Board Meetings were held are 25.05.2015, 05.08.2015, 10.11.2015, 08.02.2016 and 09.03.2016.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 with respect to the Directorsâ Responsibility Statement, the Board of Directors of the Company hereby confirms:

- In the participation of Annual Accounts the applicable accounting standards have been followed and that there have been no material departures.

- The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and the profit loss account to the Company for that period.

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors had prepared the Annual accounts on a going concern basis and

- The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

- The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

The Independent Directors have submitted the declaration of independence as required pursuant Sec.147 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sec. 149(6).

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of the following Directors namely Mr. V Chakrapani, Mr. M N Thakkar and Mr. S. Madhava Rao.

Brief description of terms of reference:

- Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

- Carry on the evaluation of every directorâs performance;

- Formulation of the criteria for determining qualifications, positive attributes and independence of a director;

- Recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

- Formulation of criteria for evaluation of independent Directors and the Board;

- Devising a policy on Board diversity; and

- Any other matter as the Board may decide from time to time.

- Nomination and Remuneration policy.

The objective of the Policy:

2. To determine remuneration based on the Companyâs size and financial positions and trends and practices on remuneration prevailing in peer companies.

3. To carry our evaluation of the performance of Directors.

4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Companyâs operations.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The company has neither issued any Loans, Guarantees nor made any investments during the Financial year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO SEC. 188(1)

The particulars of contracts or arrangements with related parties referred to Section 188(1) are prepared in form No.AOC-2 pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure-1 to this report.

TRANSFER OF AMOUNTS TO RESERVES

The Company proposes to transfer an amount of Rs.196.27 lakh to the general reserve for the financial year ended 31st March, 2016.

DIVIDEND

The Board of Directors of the company at its meeting held on 9th March, 2016 have declared Interim dividend at 40% on equity share i.e Rs.4.00 per share on face value of Rs.10/- each.

The Board of Directors of the Company now recommended that the interim dividend be the final dividend for the year ended 31st March, 2016.

EXTRACT OF ANNUAL RETURN

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Sec.134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

RISK MANAGEMENT COMMITTEE

Risk management committee consists of the following Directors:

1. Mr. S.D.M. Rao - Managing Director

2. Mr. S Madhava Rao - Director

3. Mr. V Chakrapani - Director RISK MANAGEMENT POLICY

The company has taken all the steps to mitigate the following risks:

Raw material prices : Ours is a continuous high volume manufacturing industry. Our profitability will depend on change in the price in raw materials and input costs.

Foreign currency Risks: Exchange rate fluctuations may sometimes effect. Adequate steps were taken.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility committee consists of the following Directors:

S. No.	Name	Designation
1	Mr. V Chakrapani	Chairman
2	Mr. S Kishore	Member
3	Mr. S Madhava Rao	Member

Corporate social responsibility policy was adopted by the Board of Directors on the recommendation of corporate social responsibility committee.

Report on corporate social responsibility as per Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is prepared and the same is enclosed as annexure - 4.

BOARD OF DIRECTORS

Shri S Karunakar, Director who is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

DEPOSITS

The Company has not accepted any Deposits in terms of Section 73 of the Companies Act, 2013 and the rules made there under and hence compliance with the same as not applicable.

AUDITORS

Statutory Auditors

At the Annual General Meeting held on 18th September, 2014 M/s. Ravi & Keshav, Chartered Accountants, were appointed as statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of 1st proviso to section 139(1) of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly appointment of M/s. Ravi & Keshav, Chartered Accountants is placed for ratification by shareholders. In the regard, the Company has received a certificate from the Auditors to the effect, if they are appointed, it will be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Auditors Report

There are no qualifications, reservations or adverse remarks made my M/s M/s Ravi & Keshav, chartered Accountants, Hyderabad Chartered Accountants (ICAI Reg. No.003187S) Statutory Auditors in their report for the Financial Year ended March 31st 2016.

Audit Committee

Composition Audit Committee included in Corporate Governance report.

Corporate Governance

A separate report on Corporate Governance is annexed as part of the Annual Report along with the Auditorâs Certificate on its compliance.

VIGIL MECHANISM

The Board of Directors have adopted whistle Blower policy. The Whistle Blower policy aims for conducting the affairs in the fair and transparent manner by adopting highest standards of professionalism, honest, integrity and ethical behaviour. All permanent employees of the Company are covered under the Whistle Blower Policy.

SECRETARIAL AUDITOR REPORT

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed Mr. V B S S Prasad, Practicing Company Secretary (C.P.No: 4605) as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2016.

Secretarial Audit Report issued by Mr. V B S S Prasad, Practicing Company Secretary in form MR-3 is enclosed as Annexure - 5 to this Annual Report.

There are no qualifications in Secretarial Audit Report.

PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

INSURANCE

All properties and insurable interests of the Company including building, plant & machinery and stocks have been fully insured.

CHANGE IN NATURE OF BUSINESS

There is no change in the Companyâs nature of business during the financial year ending March 31st, 2016.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

No such orders have been received.

MATERIAL CHANGES AND COMMITMENTS

There are no Material changes and commitments in the business operations of the Company from the Financial year ended 31st March, 2016 to the date of signing of the Directorâs Report.

POLICY ON SEXUAL HARASSMENT

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial year ended 31st march, 2016, the company has not received any Complaints pertaining to Sexual Harassment.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the cooperation and support of Bankers, Customers, Business Associates, Shareholders, dealers, and suppliers who are enabling the Company to achieve its goals. The Directors also place on record their appreciation made by the employees at all levels.

On behalf of the Board of Directors

Sd/-

S. D. M. RAO

Place : Hyderabad CHAIRMAN &

Date : 23.05.2016 MANAGING DIRECTOR

Mar 31, 2015

Dear Members,

The Directors are pleased to present 29th Annual Report and the Audited Statement of Accounts of the Company for the year ended March 31,2015.

FINANCIAL RESULTS: (Rs. In lacs)

2014-2015 2013-2014

Gross Sales 25543.09 22810.03

Less: Excise Duty 2295.71 2247.31

Income from Operations 23247.38 20562.72

Total Expenditure 19861 17577.59

Other Income 33.52 20.72

Operating Profit (PBDIT) 3419.34 3005.85

Financial Cost 461.99 467.81

Cash Profit 2957.35 2538.04

Depreciation 1156.53 1045.06

Profit before Exceptional 1800.82 1492.98

Item

Exceptional Item - 66.18

Profit after Exceptional 1800.82 1559.17

Item

Provision for Taxation

i) Current Year 510.00 450.00

ii) Deferred Taxation 37.86 34.57

Net Profit before 1252.97 1074.60

Extraordinary Item

Extraordinary Item 21.46 -

Profit after Extraordinary 1231.51 1074.60

Item

Note: Figures have been re-grouped wherever necessary to confirm to current period classification.

OPERATIONS:

The Company achieved the gross turnover of Rs. 25543.09 lakhs during 2014-15 as against Rs. 22810.04 lakhs in the previous year 2013-14 there by recorded an increase of 12%.

The company R&D expenditure is Rs. 127.86 lakhs i.e., 0.55% of sales during the year to catch up with up- gradation of technology and to meet OEM's ever demanding quality and new developments requirement to improve life cycle of their product meeting Euro III norms.

The operation of the Company on the whole has been satisfactory.

Your company has posted Net turnover of Rs. 23247.38 lacs as compared to Rs. 20562.72 lacs for the previous year an increase of 13.06%.

Earnings Before Depreciation, Interest and Tax (PBDIT) at Rs. 3419.34 lakhs as against previous year of Rs. 3005.85 Lakhs. The Profit Before Tax was at Rs. 1800.82 lakhs as compared to Rs. 1559.17 lakhs in 2013-14 an increase of 15.50%

LISTING OF EQUITY SHARES

The Company's equity shares are listed on BSE Ltd., Feroz Jeejeebai Towers, Dalal Street, Mumbai 400001.

MEETINGS OF THE BOARD OF DIRECTORS

During the year ended March 31st, 2015, 4 (four) Board Meetings were held. The dates on which the Board Meetings were held are 19.05.2014, 06.08.2014, 15.10.2014 and 02.02.2015.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms:

(a) in the preparation of the annual accounts, the

applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

The Company's Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company's established policies and procedures have been followed. The Audit Committee of the Board meets once in a quarter with Internal Auditors to review internal control and financial reporting issues.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION149(6)

The Independent Directors have submitted the declaration of independence as required pursuant Sec.147 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sec. 149(6).

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of the following Directors namely Mr. V Chakrapani, Mr. M N Thakkar and Mr. S. Madhava Rao.

Brief description of terms of reference:

- Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

- Carry on the evaluation of every director's performance;

- Formulation of the criteria for determining qualifications, positive attributes and independence of a director;

- Recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

- Formulation of criteria for evaluation of independent Directors and the Board;

- Devising a policy on Board diversity; and

- Any other matter as the Board may decide from time to time.

- Nomination and Remuneration policy

The objective of the Policy.

1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

2. To determine remuneration based on the Company's size and financial positions and trends and practices on remuneration prevailing in peer companies.

3. To carry our evaluation of the performance of Directors.

4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 136.

The company has neither issued any Loans, Guarantees nor made any investments during the Financial year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO Sec. 188(1)

Related parties to Sec. 188(1) is prepared in form No. AOC-2 pursuant to Sec. 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure-1 to this report.

TRANSFER OF AMOUNTS TO RESERVES

The Company proposes to transfer an amount of Rs. 153.94 lakh to the general reserve for the financial year ended 31st March, 2015.

DIVIDEND

In view of requirement of funds for the operations of the company and to meet with Capital expenditure with internal accruals and also to improve liquidity, your Directors recommend a dividend of Rs. 3.00 per equity share i.e 30% for the Year Ended 31st March 2015 as against Rs. 2.50 per equity share ie.25% in the previous year.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - 2 to this report.

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Sec. 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Attached herewith as Annexure-3.

RISK MANAGEMENT COMMITTEE

Risk management committee consists of the following Directors:

1. Mr. S.D.M. Rao - Managing Director

2. Mr. S Madhava Rao - Director

3. Mr. V Chakrapani - Director RISK MANAGEMENT POLICY

The company has taken all the steps to mitigate the following risks:

Raw material prices : Ours is a continuous high volume manufacturing industry. Our profitability will depend on change in the price in raw materials and input costs.

Foreign currency Risks: Exchange rate fluctuations may some times effect. Adequate steps were taken.

Competition and Price Pressure: The Company is facing stiff competition in the segments of OEMs and aftermarket as well as price pressure from the OEMs which playing major roll on the profitability of the company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility committee consists of the following Directors:

S. No. Name Designation

1 Mr. V Chakrapani Chairman

2 Mr. S Kishore Member

3 Mr. S Madhava Rao Member

Corporate social responsibility policy was adopted by the Board of Directors on the recommendation of corporate social responsibility committee.

Report on corporate social responsibility as per Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is prepared and the same is enclosed as annexure - 4.

BOARD OF DIRECTORS

Ms. N Rishita appointed as Independent director on 02.02.2015 and she is eligible offer to be appointed as director (women) of the company.

Shri Akula Venkateswara Rao, appointed as Independent director on 02.02.2015 representing minority shareholders and he is eligible offer to be appointed as director of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Mr. V Venkat Reddy has been resigned on 2nd February, 2015

Sri. S.Madhava Rao,Sri.V. Chakrapani and

Sri.M.N.Thakkar were appointed as independent Directors to hold office for a term of 5 Years in the AGM held on 18th September,2014.

Further Mr. Akula Venkateswara Rao was appointed as Additional Director (independent) and Ms. Nama Rishitha was appointed as Additonal director (Independent woman Directors).

DEPOSITS

The Company has not accepted any Deposits in terms of Sec.73 of the Companies Act, 2013 and the rules made there under and hence compliance with the same as not applicable.

AUDITORS Statutory Auditors

The Company, in terms of Section 139(a) and (2) of the Act 2013, is required to appoint statutory auditors for a term of five consecutive years i.e., till the conclusion of sixth annual general meeting and ratify their appointment, during the period, in every annual general meeting by an ordinary resolution.

The period for which any firm has held office as auditor prior to the commencement of the Act 2013 will be taken into account for calculating the period of five consecutive years, as per the fourth proviso to Section 139(s) of the Act 2013 read with Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014.

M/s. Ravi & Kesav, Chartered Accountants, Hyderabad, who were earlier appointed as statutory auditors of the Company, at the Annual General Meeting held on 27th September, 2013, are eligible to be appointed for the remaining period of three years out of the first term of five consecutive years in terms of the Act 2013.

The Company has obtained necessary certificate under Section 141 of the Act 2013 from the auditor conveying their eligibility for the above appointment. The audit committee and board received their eligibility criteria, as laid down under section 141 of the Act 2013 and recommended their appointment as auditors for the aforesaid period.

Audit Committe

Composition Audit Committee included in Corporate Governance report.

Corporate Governance

Pursuant to the provisions of the Clause 49 of the Listing Agreement a report on Corporate Governance and a certificate from the Statutory Auditors regarding the Compliance of conditions of Corporate Governance are annexed to and form part of this Annual Report.

VIGIL MECHANISM

The Board of Directors have adopted whistle Blower policy. The Whistle Blower policy aims for conducting the affairs in the fair and transparent manner by adopting highest standards of professionalism, honest, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the chairperson of the audit committee in exceptional cases. SECRETARIAL AUDIT REPORT

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have oppointed Mr. V B S S Prasad, Practicing Company Secretary (C.P.No: 4605) as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2015.

Secretarial Audit Report issued by Mr. V B S S Prasad, Practicing Company Secretary in form MR-3 is enclosed as Annexure - 5 to this Annual Report.

There are no qualification in Secretarial Audit Report.

PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL.

The Statement of particulars of Appointment and Remuneration of Managerial Personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as enclosed as per Annexure - 6 to this Annual Report.

INSURANCE

All properties and insurable interests of the Company including building, plant & machinery and stocks have been fully insured.

CHANGE IN NATURE OF BUSINESS

There is no change in the Company's nature of business during the financial year ending March 31st, 2015.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has well defined internal control systems and procedures for ensuring optimum utilization of various resources, Investment decisions involving Capital Expenditure or taken up only after due appraisal and review. Internal audit function covers and carried out periodically and reviewed by the Audit Committee to ensure that all policies and procedures are adhered to, and all statutory obligations complied with.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

No such orders have been received.

MATERIAL CHANGES AND COMMITMENTS

There are no Material changes and commitments in the business operations of the Company from the Financial year ended 31st March, 2015 to the date of signing of the Director's Report.

POLICY ON SEXUAL HARASSMENT

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial year ended 31st March, 2015, the company has not received any Complaints pertaining to Sexual Harassment.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the cooperation and support of Bankers, Customers, Business Associates, Shareholders, dealers, and suppliers who are enabling the Company to achieve its goals. The Directors also place on record their appreciation made by the employees at all levels.

On behalf of the Board of Directors S.D.M. RAO

Place : Hyderabad CHAIRMAN

Date : 25.05.2015 & MANAGING DIRECTOR

Mar 31, 2014

Dear Members,

The Directors are pleased to present 28th Annual Report and the Audited Accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS: (Rs. In lacs) 2013-14 2012-13

Gross Sales 22810.03 19284.49

Less: Excise Duty & Sales Tax 2247.31 1939.58

Net Sales 20562.72 17344.91

Total Expenditure 17577.59 14593.36

Other Income 20.72 30.34

Operating Profit (PBDIT) 3005.85 2781.89

Interest 467.81 474.34

Cash Profit 2538.04 2307.56

Depreciation 1045.06 1034.64

Profit before Exceptional Item 1492.98 1272.92

Exceptional Item 66.18 -

Profit after Exceptional Item 1559.17 1272.92 Provision for Taxation

i) Current Year 450.00 380.00

ii) Deferred Taxation 34.57 26.00

Net Profit / (Loss) after Tax 1074.60 866.93

Note: Figures have been re-grouped wherever necessary to confirm to current period classification

DIVIDEND:

In view of requirement of funds for the operations of the company and to meet with Capital expenditure with internal accruals and also to improve liquidity, your Directors recommend a dividend of Rs. 2.50 per equity share i.e 25% for the Year Ended 31st March 2014 as against Rs. 2.50 per equity share ie.25% in the previous year.

OPERATIONS:

The Company achieved the gross turnover of Rs. 22810.03 lakhs during 2013-14 as against Rs. 19284.49 lakhs in the previous year 2012-13 there by recorded an increase of 18.28%.

The company R&D expenditure is 113.09 lakhs i.e.,

0.55% of sales during the year to catch up with up- gradation of technology and to meet OEM''s ever demanding quality and new developments requirement to improve life cycle of their product meeting Euro III norms.

The operation of the Company on the whole has been satisfactory.

Your company has posted Net turnover of Rs. 20562.72 lacs as compared to Rs. 17346.91 lacs for the previous year an increase of 18.55%.

Earnings Before Depreciation, Interest and Tax (PBDIT) at Rs. 3005.85 lakhs as against previous year of Rs. 2781.91 Lakhs. The Profit Before Tax was at Rs. 1559.17 lakhs as compared to Rs. 1272.93 lakhs in 2012-13 an increase of 22.49%.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Auto Component Industry growth marging during the 2013-14. Micro ecoomic envirounment continued to remaind weak. Depresed economic sentiments caupled with high price levels and poor income growth continued to affect the Industry.

The Company has very good opportunities because of valued customers both in Domestic OEM''s and Replacement Market & Exports. The Company exports increased by 23% during 2013-14 due to demand expansion, better products mix.

The Company has got very strong distribution network at their aftermarket sales because of imports from free trade zones the competition is very stiff and price sensitive.

OUTLOOK:

The company continues its drive for sustainable growth in this growing Domestic automotive industry. In view of strong support of OEM''s and because of establishing good distribution net work, company is poised for good growth.

All the cost effective steps have been taken with technical support from Japan and to meet the challenges of price competition and also quality, delivery and logistics.

The 2w segment prospect in longterm even though Indian economy has been experiencing a slow groth.

CONCERN & RISKS:

The company has taken all the steps to mitigate the following risks:

Raw material prices : Ours is a continuous high volume manufacturing industry. Our profitability will depend on change in the price in raw materials and input costs.

Foreign currency Risks: Exchange rate fluctuations may some times effect. Adequate steps were taken.

Competition and Price Pressure: The Company is facing stiff competition in the segments of OEMs and

aftermarket as well as price pressure from the OEMs which playing major roll on the profitability of the company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has well defined internal control systems and procedures to ensure that on the assets of the Comapny on safegard and protected against any loss and optimum utilization of various resources, Investment decisions involving Capital Expenditure or taken up only after due appraisal and review. Internal audit function covers and carried out periodically and reviewed by the Audit Committee to ensure that all policies and procedures are adhered to, and all statutory obligations complied with.

FINANCIAL PERFORMANCE:

The Company earned total net revenue of Rs. 20562.72 lakhs compared with Rs. 17344.91 lakhs in the previous year and the operational expenses Rs. 19824.70 lakhs compared with Rs. 16532.94 lakhs incurred last year mainly on account of steep increase in raw material cost, power cost and drop in sales.

Profit Before Depreciation, interest and tax (PBDIT) at Rs. 3005.85 lakhs. The Profit Before Tax was at Rs. 1559.17 lakhs as compared to Rs. 1272.93 Lakhs in 2012-13 an increase of 22.49%. Company has been able to pay all the long term loans outstands and as of.

HUMAN RESOURCES:

The Company maintains cordial industrial relations environment and the Company continues to establish its training facilities.

The Company intending talents through job rotation, challenging projects assignments and exposer to globaly acclaimed programms are taken up on a regular basis.

CAUTIONARY STATEMENT:

Statements in this Management Discussion and Analysis describing the Company''s objective, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ marginally or materially from those either expressed or implied.

10 YEARS RECORD:

A chart showing 10 Years performance is appended forming part of this report.

CORPORATE GOVERNANCE:

Pursuant to the provisions of the Clause 49 of the Listing Agreement a report on Corporate Governance and a certificate from the Statutory Auditors regarding the Compliance of conditions of Corporate Governance are annexed to and form part of this Annual Report.

EXPORTS:

The Export Turnover of Rs. 4871.51 lakhs during the year as against Rs. 3955.96 lakhs of the previous year because of recession in US & Europe our exports are increased by 23.14%.

The Company is focusing exports to developed Countries like Europe, U.K, France, Germany, Brazil and Russia. The Company has plans to reach 25% to 30% of the Turnover during the next 2 years.

POLLUTION CONTROL SAFETY & ENVIRONMENTAL PROTECTION:

We are complying all the norms prescribed by the statutory authorities'' i. e. A. P. Pollution Control Board.

The Company very much concerned for safety of men and machines through safety awareness training programmes.

BOARD OF DIRECTORS:

Shri S Madhava Rao, Director is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

Shri Dr. V Venkat Reddy, Director is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 your Directors are hereby confirmed that:

* In the participation of Annual Accounts the applicable accounting standards have been followed and that there have been no material departures.

* The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit to the Company for the year.

* Your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* That the Directors have prepared the Annual accounts on a going concern basis.

The Company''s Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedures have been followed. The Audit Committee of the Board meets once in a quarter with Internal Auditors to review internal control and financial reporting issues.

AUDITORS:

Statutory Auditors

The Company, in terms of Section 139 (1) and (2) of the Act 2013, is required to appoint statutory auditors for a term of five consecutive years i.e., till the conclusion of sixth annual general meeting and ratify their appointment, during the period, in every annual general meeting by an ordinary resolution.

The period for which any firm has held office as auditor prior to the commencement of the Act 2013 will be taken into account for calculating the period of five consecutive years, as per the fourth proviso to Section 139(2) of the Act 2013 read with Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014.

M/s. Ravi & Kesav., Chartered Accountants, Hyderabad, who were earlier appointed as statutory auditors of the Company, at the annual general meeting held on 27th September, 2013, are eligible to be appointed for the remaining period of three years out of the first term of five consecutive years in terms of the Act 2013.

The Company has obtained necessary certificate under Section 141 of the Act 2013 from the auditor conveying their eligibility for the above appointment. The audit committee and board reviewed their eligibility criteria, as laid down under Section 141 of the Act 2013 and recommended their appointment as auditors for the aforesaid period.

PARTICULARS OF EMPLOYEES:

Particulars of employees required to be furnished under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in the annexed statement with forms an integral part of this report. The Company continued to have cordial and harmonious relations with its employees.

DISCLOSURE OF PARTICULARS:

The information required under section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure-1 forming part of this report.

FIXED DEPOSITS:

The Company has not accepted any Deposits in terms of Sec.58 (A) of the Companies Act, 1956 and the rules made there under and hence compliance with the same as not applicable.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the cooperation and support of Bankers, Customers, Business Associates, Shareholders, dealers, and suppliers who are enabling the Company to achieve its goals. The Directors also place on record their appreciation made by the employees at all levels.

NOTES:

1. Designation of Employee indicates the nature of his duties.

2. Remuneration includes Salary, Commission, House Rent Allowance and Perquisites.

for and on behalf of the Board

Place : Hyderabad S. D. M. RAO Date : 19.05.2014 Chairman & Managing Director

Mar 31, 2013

DEAR SHAREHOLDERS

The Directors are pleased to present 27th Annual Report and the Audited Accounts of the Company for the year ended March 31, 2013.

Financial results

(Rs. in lacs)

2012 - 2013 2011-2012

Gross Sales 19233.38 21933.89

Less: Excise Duty 1939.58 2010.30

Net Sales 17293.80 19923.59

Total Expenditure 14593.34 16819.48

Other Income 81.45 108.71

Operating Profit (PBDIT) 2781.91 3212.82

Interest 474.34 384.53

Cash Profit 2307.57 2828.29

Depreciation 1034.64 1053.15

Profit before Tax 1272.93 1775.14

Provision for Taxation

i) Current Year 380.00 541.35

ii) Fringe Benefit Tax - -

iii) Deferred Taxation 26.00 56.00

Net Profit / (Loss) after Tax 866.93 1177.79

Note: Figures have been re-grouped wherever necessary to confirm to current period classification.

DIVIDEND:

In view of requirement of funds for the operations of the company and to meet with Capital expenditure with internal accruals and also to improve liquidity, your Directors recommend a dividend of Rs. 2.50 per equity share i.e 25% for the Year Ended 31st March 2013 as against Rs. 3.50 per equity share ie.35% in the previous year.

OPERATIONS:

The Company achieved the gross turnover of Rs. 19233.38 lacs during 2012-13 as against Rs. 21933.89 lacs in the previous year 2011-12.

The company R&D expenditure is Rs. 86.47 lacs i.e., 0.50% of sales during the year to catch up with up-gradation of technology and to meet OEM''s ever demanding quality and new developments requirement to improve life cycle of their product meeting Euro III norms.

The operation of the Company on the whole has been satisfactory.

Your company has posted Net turnover of Rs. 17293.80 lacs as compared to Rs. 19923.59 lacs for the previous year. The lower turnover is mainly due to slow down in industry and mostly because of slow down in rural economy and power shortage.

Earnings Before Depreciation, Interest and Tax (PBDIT) at Rs. 2781.91 lacs as against previous year of Rs. 3212.82 Lacs. The Profit Before Tax was at Rs. 1272.93 lacs as compared to Rs.1775.14 lacs in 2011-12.

Management Discussion and Analysis Report:

Auto Component Industry is slowdown. Indian Industry is now growing as potential Global automotive supplier with very good export potential as the developing Countries comes out of recession.

The Company has very good opportunities because of valued customers both in Domestic OEM''s and Replacement Market & Exports and also intime supplies, superior quality products and our technical expertise both from Japanese & German Consultants.

The Company has got very strong distribution network at their aftermarket sales because of imports from free trade zones the competition is very stiff and price sensitive.

Outlook:

The company continues its drive for sustainable growth in this growing Domestic automotive industry. In view of strong distribution network, committed technical and non-technical employees company able to meet and withstand the challenges of the market.

All the cost effective steps have been taken to meet the challenges of price competition and also quality, delivery and logistics.

The company is expects moderate demand growth in the automobile industry during 2013-14 and long term prospects for the industry remain strong in the line with the outlook for the OEM segment.

Concern & Risks:

The company has taken all the steps to mitigate the following risks:

Raw material prices: Ours is a continuous high volume manufacturing industry. Our profitability will depend on change in the price in raw materials and input costs.

Foreign currency Risks: Exchange rate fluctuations may some times effect. Adequate steps were taken.

Competition and Price Pressure: The Company is facing stiff competition in the segments of OEMs and aftermarket as well as price pressure from the OEMs which playing major roll on the profitability of the company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has well defined internal control systems and procedures for ensuring optimum utilization of various resources, Investment decisions involving Capital Expenditure or taken up only after due appraisal and review. Internal audit function covers and carried out periodically and reviewed by the Audit Committee to ensure that all policies and procedures are adhered to, and all statutory obligations complied with.

FINANCIAL PERFORMANCE:

The Company earned total net revenue of Rs. 17344.91 lacs compared with Rs. 19933.74 lacs in the previous year and the operational expenses Rs. 18041.90 lacs compared with Rs. 20381.85 lacs incurred last year mainly on account of steep increase in raw material cost, power cost and drop in sales.

Profit Before Depreciation, interest and tax (PBDIT) at Rs. 2781.91 lacs. The Profit Before Tax was at Rs. 1272.93 lacs during 2012-13 as compared to Rs. 1775.14 Lacs in 2011-12.

HUMAN RESOURCES:

The Company maintains cordial industrial relations environment and the Company continues to establish its training facilities.

The Company making to be available and encourages good talent in the rapidly challenging business and competitive environment. Adequate safety measures, training and development of the employees, continued to receive top priority.

CAUTIONARY STATEMENT:

Statements in this Management Discussion and Analysis describing the Company''s objective, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ marginally or materially from those either expressed or implied.

10 YEARS RECORD:

A chart showing 10 Years performance is appended forming part of this report.

Corporate Governance:

Pursuant to the provisions of the Clause 49 of the Listing Agreement a report on Corporate Governance and a certificate from the Statutory Auditors regarding the Compliance of conditions of Corporate Governance are annexed to and form part of this Annual Report.

EXPORTS:

The Export Turnover of Rs. 3955.96 lacs during the year as against Rs. 3868.91 lacs of the previous year an increase by 2.25%.

The Company is focusing exports to developed Countries like Europe, U.K, France, Germany, Brazil and Russia. The Company has plans to reach 25% to 30% of the Turnover during the next 2 years.

POLLUTION CONTROL SAFETY & ENVIRONMENTAL PROTECTION:

We are complying all the norms prescribed by the statutory authorities'' i. e. A. P. Pollution Control Board.

The Company very much concerned for safety of men and machines through safety awareness training programmes.

BOARD OF DIRECTORS:

Shri V Chakrapani, Director is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

Shri M N Thakkar, Director is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 your Directors are hereby confirmed that:

In the participation of Annual Accounts the

- applicable accounting standards have been followed and that there have been no material departures.

The Directors had selected such accounting

- policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit to the Company for the year.

Your Directors had taken proper and sufficient

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

That the Directors have prepared the Annual

- accounts on a going concern basis.

The Company''s Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedures have been followed. The Audit Committee of the Board meets once in a quarter with Internal Auditors to review internal control and financial reporting issues.

AUDITORS:

M/s. Ravi & Keshav, Chartered Accountants, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received the Certificate U/s 224 (1-B) of the companies Act, 1956 from M/s. Ravi & Keshav that their appointment, if made, would be in compliance with the provisions of said section. Relevant notes to the Accounts concerning Auditors observation there on are self-explanatory.

PARTICULARS OF EMPLOYEES:

Particulars of employees required to be furnished under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in the annexed statement with forms an integral part of this report. The Company continued to have cordial and harmonious relations with its employees.

DISCLOSURE OF PARTICULARS:

The information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure-1 forming part of this report.

FIXED DEPOSITS:

The Company has not accepted any Deposits in terms of Sec.58 (A) of the Companies Act, 1956 and the rules made there under and hence compliance with the same as not applicable.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the cooperation and support of Bankers, Customers, Business Associates, Shareholders, dealers, and suppliers who are enabling the Company to achieve its goals. The Directors also place on record their appreciation made by the employees at all levels.

On behalf of the Board of Directors

S.D.M. RAO

Place : Hyderabad CHAIRMAN

Date : 16.05.2013 & MANAGING DIRECTOR

Mar 31, 2012

The Directors are pleased to present 26th Annual Report and the Audited Accounts of the Company for the year ended March 31, 2012.

Financial results

(Rs. in lacs)

2011-2012 2010-2011

Gross Sales 21933.89 19751.54

Add : Other Operating Revenue 10.15 18.26

Less: Excise Duty & Sales Tax 2010.30 1723.03

Net Sales 19933.74 18046.77

Total Expenditure 16744.44 15457.63

Other Income 98.46 92.85

Operating Profit (PBDIT) 3287.85 2682.59

Finance Cost 459.57 305.33

Cash Profit 2828.29 2377.26

Depreciation 1053.15 910.11

Profit before Tax 1775.14 1467.15

Provision for Taxation

i) Current Year 541.35 450.00

ii) Fringe Benefit Tax - -

iii) Deferred Taxation 56.00 25.00

Net Profit / (Loss) after Tax 1177.79 992.15

Note: Figures have been re-grouped wherever necessary to confirm to current period classification.

DIVIDEND

In view of requirement of funds for the operations of the company and to meet with Capital expenditure with internal accruals and also to improve liquidity, your Directors recommend a dividend of Rs.3.50 per equity share i.e 35% for the Year Ended 31st March 2012 as against Rs.4.50 per equity share i.e. 45% in the previous year.

OPERATIONS

The Company achieved the gross turnover of Rs.21933.89 lakhs during 2011-12 as against Rs.19751.54 lakhs in the previous year 2010-11 there by an increase of growth of Rs.2182.35 lakhs i.e. 11.05% and profits to Rs.1775.14 lakhs as against Rs.1467.15 lakhs i.e.21% increase.

The company R&D expenditure is Rs.99.62 lakhs i.e. 0.50% of sales during the year to catch up with up- gradation of technology and to meet OEM's ever demanding quality and new developments requirement to improve life cycle of their product meeting Euro III norms.

The operation of the Company on the whole has been satisfactory.

Your company has posted Net turnover of Rs.19933.74 lacs as compared to Rs.18046.77 lacs for the previous year and increase of 10.46%.

Earnings Before Depreciation, Interest and Tax (PBDIT) at Rs.3287.85 lakhs as against previous year of Rs.2682.59 Lakhs an increase of 22.56%. The Profit Before Tax was at Rs.1775.14 lakhs as compared to Rs.1467.15 lakhs in 2010-11 an increase of 21%.

Management Discussion and Analysis Report

Auto Component Industry is having high growth prospects. Indian Industry is now growing as potential Global automotive supplier with very good export potential as the developing Countries comes out of recession.

The Company has very good opportunities because of valued customers both in Domestic OEM's and Replacement Market & Exports. Because of our in-time supplies, superior quality products and our technical expertise both from Japanese & German Consultants.

The Company has got very strong distribution network at their aftermarket sales because of imports from free trade zones the competition is very stiff and price sensitive.

Outlook

The Indian Auto Component Industry is going through challenges. The company continues its drive for sustainable growth in this restrained growth in Domestic and Export automotive industry.

All the cost effective steps have been taken to meet the challenges of price competition and also quality, delivery and logistics.

Segment wise performance

We operate in two segments i.e. OEM and After Market in both domestic and exports. You will find during the year 2011-12 our sales of OEM's is 42% and After Market 40% and Exports 18% of Net Sales. You will find this is well balanced; we can meet and respond to market fluctuations.

Concern & Risks

The company has taken all the steps to mitigate the following risks:

Raw material prices : Ours is a continuous high volume manufacturing industry. Our profitability will depend on change in the price in raw materials and input costs.

Foreign currency Risks: Exchange rate fluctuations may some times effect. Adequate steps taken.

Auto Industry Growth

Our Company is linked with auto industry which is very much fluctuating because of the economy and also fuel pricing and interest rates.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has well defined internal control systems and procedures for ensuring optimum utilization of various resources, Investment decisions involving Capital Expenditure or taken up only after due appraisal and review. Internal audit function covers and carried out periodically and reviewed by the Audit Committee to ensure that all policies and procedures are adhered to, and all statutory obligations complied with.

FINANCIAL PERFORMANCE

The Company earned total net sales revenue of Rs.19933.74 lakhs compared with Rs.18046.77 lakhs in the previous year and the operational expenses increased by 10.18% at Rs. 20267.46 lakhs compared with Rs. 18395.50 lakhs incurred last year mainly on account of steep increase in raw material cost.

Profit Before Depreciation, interest and tax (PBDIT) at Rs. 3287.85 lakhs as against Rs.2682.59 lakhs. During the year 2011-12 operating profit of net sales is 16.49% as against 14.86% in 2010-11. The Profit Before Tax was at Rs. 1777.79 lakhs as compared to Rs.1467.15 Lakhs in 2010-11 thereby an increase is 21%

HUMAN RESOURCES

The Company maintains cordial industrial relations environment and the Company continues to establish its training facilities.

The Company making to be available and encourages good talent in the rapidly challenging business and competitive environment

CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Company's objective, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ marginally or materially from those either expressed or implied.

10 YEARS RECORD

A chart showing 10 Years performance is appended forming part of this report.

Corporate Governance

Pursuant to the provisions of the Clause 49 of the Listing Agreement a report on Corporate Governance and a certificate from the Statutory Auditors regarding the Compliance of conditions of Corporate Governance are annexed to and form part of this Annual Report. EXPORTS

The Export Turnover of Rs.3868.91 lakhs during the year as against Rs.3387.47 lakhs of the previous year because of recession in US & Europe our exports are increased by 14.21%.

The Company is focusing exports to developed Countries like Europe, U.K, France, Italy, Spain, Germany, Brazil and Russia, Colombia, Turkey, Sri Lanka, Bangladesh and Nepal etc. The Company has plans to reach 20% of the Turnover during the next 2 years.

POLLUTION CONTROL SAFETY & ENVIRONMENTAL PROTECTION

We are complying all the norms prescribed by the statutory authorities i. e. A. P. Pollution Control Board.

The Company very much concerned for safety of men and machines through safety awareness training programs.

BOARD OF DIRECTORS

Shri S Madhava Rao, Director is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

Dr. V Venkat Reddy, Director is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 your Directors are hereby confirmed that:

- In the participation of Annual Accounts the applicable accounting standards have been followed and that there have been no material departures.

- The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit to the Company for the year.

- Your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- That the Directors have prepared the Annual accounts on a going concern basis.

The Company's Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company's established policies and procedures have been followed. The Audit Committee of the Board meets once in a quarter with Internal Auditors to review internal control and financial reporting issues. AUDITORS

M/s. Ravi & Keshav, Chartered Accountants, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received the Certificate U/s 224 (1-B) of the companies Act, 1956 from M/s. Ravi & Keshav that their appointment, if made, would be in compliance with the provisions of said section. Relevant notes to the Accounts concerning Auditors observation there on are self-explanatory.

PARTICULARS OF EMPLOYEES

Particulars of employees required to be furnished under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in the annexed statement with forms an integral part of this report. The Company continued to have cordial and harmonious relations with its employees.

DISCLOSURE OF PARTICULARS

The information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure-1 forming part of this report.

FIXED DEPOSITS

The Company has not accepted any Deposits in terms of Sec.58 (A) of the Companies Act, 1956 and the rules made there under and hence compliance with the same as not applicable.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the cooperation and support of Bankers, Customers, Business Associates, Shareholders, dealers, and suppliers who are enabling the Company to achieve its goals. The Directors also place on record their appreciation made by the employees at all levels.

On behalf of the Board of Directors

S.D.M. RAO

Place : Hyderabad CHAIRMAN

Date : 26.05.2012 & MANAGING DIRECTOR

Mar 31, 2011

DEAR SHAREHOLDERS

The Directors are pleased to present 25th Annual Report and the Audited Accounts of the Company for the year ended March 31, 2011.

Financial results

Rs. In lacs.

2010-2011 2009-2010

Gross Sales 19751.54 15033.04

Less: Excise Duty & Sales Tax 2816.10 1772.76

Net Sales 16935.44 13260.28

Total Expenditure 14437.34 11245.62

Other Income 128.96 106.24

Operating Profit (PBDIT) 2627.07 2120.90

Interest 249.80 196.67

Cash Profit 2377.26 1924.23

Depreciation 910.11 912.38

Profit before Tax 1467.15 1011.85

Provision for Taxation

i) Current Year 450.00 276.00

ii) Deferred Taxation 25.00 25.00

Profit before extraordinary item 992.15 710.85

Extraordinary Item - -

Net Profit after

extraordinary item 992.15 710.85

Add: Refund of Income Tax - -

Add: Extraordinary Item - -

Excess Depreciation - -

Less : Taxation of Previous Years - -

Add: Balance Brought forward from previous year 2391.98 2408.94

Amount Available for - -

Appropriations 3384.13 3119.79

APPROPRIATIONS

Proposed Dividend Rs.4.5 per share i.e 45% (Previous year 40%) 441.92 392.82

Tax on Proposed

Distributed Profits 75.13 66.79

Transfer to General Reserve 183.48 126.48

Balance Carried to Balance Sheet 2683.60 2533.70

TOTAL 3384.13 3119.79

Note: Figures have been re-grouped wherever necessary to confirm to current period classification.

RESERVES

12.5% of profits i.e Rs.183.48 Lacs transferred to General Reserve.

DIVIDEND

Your Directors pleased to recommend a dividend of Rs. 4.50 per equity share i.e 45% for the Year Ended 31st March 2011.

OPERATIONS:

The Company achieved the gross turnover of Rs. 19751.54 lakhs during 2010-11 as against Rs.15033.04 lakhs in the previous year 2009-10 thereby an increase of growth of Rs.4718.50 lakhs and profits to Rs.1467.15 lakhs as against Rs.1011.85 lakhs i.e. increased by Rs.455.30 lakhs over previous year.

The company R&D expenditure is 84.68 lakhs i.e., 0.50% of Net Sales during the year to catch up with up- gradation of technology and to meet OEM's ever demanding quality and new developments requirement to improve life cycle of their product meeting Euro III & Euro IV norms.

The operation of the Company on the whole has been satisfactory.

Your company has posted Net turnover of Rs. 16935.44 lacs as compared to Rs. 13260.28 lacs for the previous year.

Earnings Before Depreciation, Interest and Tax (PBDIT) at Rs.2627.07 lakhs as against previous year of Rs.2120.90 Lakhs. The Profit Before Tax was at Rs.1467.15 lakhs as compared to Rs.1011.85 lakhs in 2009-10.

Management Discussion and Analysis

A detailed discussion on the industry Structure, Development, Opportunities, Threats review of operational performance and risk factors is provided, which forms part of this report.

Corporate Governance

Pursuant to the provisions of the Clause 49 of the Listing Agreement a report on Corporate Governance and a certificate from the Statutory Auditors regarding the Compliance of conditions of Corporate Governance are annexed to and form part of this Annual Report.

EXPORTS

The Export Turnover of Rs. 3387.47 lakhs during the year as against Rs.2542.28 lakhs of the previous year increased by 33.25%.

The Company is focusing exports to developed Countries like Australia, Europe, U.K, North America and Russia. The Company has plans to reach 25% of the Turnover during the next 2 years.

POLLUTION CONTROL SAFETY & ENVIRONMENTAL PROTECTION:

We are complying all the norms prescribed by the statutory authorities i. e. A. P. Pollution Control Board.

The Company very much concerned for safety of men and machines through safety awareness training programmes.

BOARD OF DIRECTORS

Shri M.N. Thakkar, Director is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

Shri V Chakrapani, Director is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 your Directors are hereby confirmed that:

- In the participation of Annual Accounts the applicable accounting standards have been followed and that there have been no material departures.

- The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit to the Company for the year.

- Your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- That the Directors have prepared the Annual accounts on a going concern basis.

The Company's Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company's established policies and procedures have been followed. The Audit Committee of the Board meets once in a quarter with Internal Auditors to review internal control and financial reporting issues.

AUDITORS

M/s. Ravi & Keshav, Chartered Accountants, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received the Certificate U/s 224 (1-B) of the companies Act, 1956 from M/s. Ravi & Keshav that their appointment, if made, would be in compliance with the provisions of said section. Relevant notes to the Accounts concerning Auditors observation there on are self-explanatory.

PARTICULARS OF EMPLOYEES

Particulars of employees required to be furnished under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in the annexed statement with forms an integral part of this report. The Company continued to have cordial and harmonious relations with its employees.

DISCLOSURE OF PARTICULARS

The information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure-1 forming part of this report.

FIXED DEPOSITS

The Company has not accepted any Deposits in terms of Sec. 58 (A) of the Companies Act, 1956 and the rules made there under and hence compliance with the same as not applicable.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the cooperation and support of Bankers, Customers, Business Associates, Shareholders, dealers, and suppliers who are enabling the Company to achieve its goals. The Directors also place on record their appreciation made by the employees at all levels.

On behalf of the Board of Directors

S. D. M. RAO CHAIRMAN & MANAGING DIRECTOR

Place: Hyderabad Date : 16.05.2011

Mar 31, 2010

The Directors are pleased to present 24th Annual Report and the Audited Accounts of the Company for the year ended March 31, 2010.

Financial results

Rs. In lacs. 2009-2010 2008-2009

Gross Sales 15033.04 11610.18

Net Sales 13260.28 9912.92

Total Expenditure 11245.62 8387.48

Other Income 106.24 204.11

Operating Profit (PBDIT) 2120.90 1729.55

Interest 196.67 338.26

Cash Profit 1924.23 1391.29

Depreciation 912.38 777.68

Profit before Tax 1011.85 613.61

Provision for Taxation

i) Current Year 276.00 135.33

ii) Fringe Benefit Tax - 5.00

iii) Deferred Taxation 25.00 25.00

Profit before extraordinary item 710.85 448.28

Extraordinary Item Net Profit after

extraordinary Item 710.85 448.28

Add: Refund of Income Tax

Add: Extraordinary Item - -

Excess Depreciation - 923.01

Less:Taxation of Previous Years - -(41.91)

Add: Balance brought

forward from previous year 2408.94 1500.96

Amount Available for Appropriations 3119.79 2830.34

APPROPRIATIONS

Proposed Dividend Rs. 4-00 per

share i.e @ 40% 392.82 294.62

(Previous Year 35%)

Tax on Proposed

Distributed Profits 66.79 50.08

Transfer to General Reserve 126.48 76.70

Balance carried to Balance

Sheet 2533.70 2408.94

3119.79 2830.34

Note: Figures have been re-grouped wherever necessary to confirm to current period classification.

RESERVES

12.5% of profits i.e Rs. 126.48 Lacs transferred to General Reserve.

DIVIDEND

Your Directors pleased to recommend a dividend of Rs. 4.00 per equity share i.e 40% for the Year Ended 31st March 2010.

OPERATIONS:

Despite the drop in export sales in 3rd Et 4th Quarters verses the previous year as well as drop in OEM sales due to unprecedented decline in Automotive market the Company has adopted aggressive marketing strategies in domestic and after market achieved the gross turnover of Rs.15033.04 lakhs during 2009-10 as against Rs.11610.18 lakhs in the previous year 2008- 09 there by an increase of growth of Rs.3422.86 lakhs and profits to Rs. 1011.85 lakhs as against Rs.613.61 lakhs.

The company pushed up the R&D expenditure to 99.45 lakhs i.e., 0.75% of sales during the year to catch up with up- gradation of technology and to meet OEMs ever demanding quality and new developments requirement to improve life cycle of their product meeting Euro III norms.

The operation of the Company on the whole has been satisfactory.

Your company has posted Net turnover of Rs. 13260.28 lacs as compared to Rs.9912.92 lacs for the previous year.

Earnings Before Depreciation, Interest and Tax (PBDIT) at Rs.2120.90 lakhs as against previous year of Rs.1729.55 Lakhs. The Profit Before Tax was at Rs.1011.85 lakhs as compared to Rs.613.61 lakhs in 2008-09.

Management Discussion and Analysis

A detailed discussion on the industry Structure, Development, Opportunities, Threats review of operational performance and risk factors is provided, which forms part of this report.

Corporate Governance

Pursuant to the provisions of the Clause 49 of the Listing Agreement a report on Corporate Governance and a certificate from the Statutory Auditors regarding the Compliance of conditions of Corporate Governance are annexed to and form part of this Annual Report.

EXPORTS

The Export Turnover of Rs.2542.28 lakhs during the year as against Rs.2187.12 lakhs of the previous year recession in US fit Europe our exports are increased by 16.24%.

The Company is focusing exports to developed Countries like Australia, Europe, U.K, North America and Russia. The Company has plans to reach 25% of the Turnover during the next 2 years.

POLLUTION CONTROL SAFETY & ENVIRONMENTAL PROTECTION:

We are complying all the norms prescribed by the statutory authorities i. e. A. P. Pollution Control Board.

The Company very much concerned for safety of men and machines through safety awareness training programmes.

BOARD OF DIRECTORS

Shri S Madhava Rao, Director is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

Dr. V Venkat Reddy, Director is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 your Directors are hereby confirmed that:

- In the participation of Annual Accounts the applicable accounting standards have been followed and that there have been no material departures.

- The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit to the Company for the year.

- Your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- That the Directors have prepared the Annual accounts on a going concern basis.

The Companys Internal Auditors have conducted periodic audit to provide reasonable assurance that the Companys established policies and procedures have been followed. The Audit Committee of the Board meets once in a quarter with Internal Auditors to review internal control and financial reporting issues.

AUDITORS

M/s. Ravi & Keshav, Chartered Accountants, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received the Certificate U/s 224 (1-B) of the companies Act, 1956 from M/s. Ravi & Keshav. that their appointment, if made, would be in compliance with the provisions of said section. Relevant notes to the Accounts concerning Auditors observation there on are self-explanatory.

PARTICULARS OF EMPLOYEES

Particulars of employees required to be furnished under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are given in the annexed statement with forms an integral part of this report. The Company continued to have cordial and harmonious relations with its employees.

DISCLOSURE OF PARTICULARS

The information required under section 217(1 )(e) of the Companies Act, 1956 read with Companies .(Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure-1 forming part of this report.

FIXED DEPOSITS

The Company has not accepted any Deposits in terms of Sec. 58 (A) of the Companies Act, 1956 and the rules made there under and hence compliance with the same as not applicable.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the cooperation and support of Bankers, Customers,

Business Associates, Shareholders, dealers, and suppliers who are enabling the Company to achieve its goals. The Directors also place on record their appreciation made by the employees at all levels.

On behalf of the Board of Directors S. D. M. RAO Place: Hyderabad CHAIRMAN Date : 14.05.2010 & MANAGING DIRECTOR

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