Directors Report of Talbros Automotive Components Ltd.

Mar 31, 2025

Your Directors are pleased to present the 68^th Annual Report on the business and operations of your Company along with Audited
Financial Statements (Standalone and Consolidated) and the Auditors’ Report thereon for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

	Standalone		Consolidated
Particulars:	Year Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31, 2024
Revenue from Operations	82,705.22	77,826.68	82,705.22	77,826.68
Profit before Interest and Depreciation	14,844.73	12,842.65	14,726.93	12,724.85
Less : Interest	1,369.65	1,326.54	1369.65	1,326.54
Depreciation	3,187.81	2591.09	3187.81	2591.09
Profit/(Loss) before Exceptional Items, share in profit of joint ventures (net) and tax	10,287.27	8925.02	10,169.47	8,807.22
Exceptional Items	-	7653.48	-	4,245.54
Profit/(Loss) before share in profit of joint ventures (net) and tax	10,287.27	16,578.50	10,169.47	13,052.76
Share in profit/(loss) of joint ventures (net)	-	-	1,773.82	1,617.15
Profit before Tax	10,287.27	16,578.50	11,943.29	14,669.91
Less: Provision for Tax	2529.10	3,718.89	2529.10	3,718.89
Provision for Deferred Tax	(41.77)	(31.87)	(41.77)	(31.87)
Less: (Excess)/Short provision of tax for earlier years written back/provided	12.69	(14.74)	12.69	(14.74)
Profit after Tax	7,787.25	12,906.22	9,443.27	10,997.63
Other Comprehensive Income a) Items that will not be reclassified to profit and loss b) Income tax relating to items that will not be reclassified to profit and loss	692.81 (161.23)	8,268.16 (1,925.36)	695.71 (161.23)	8,264.29 (1,925.36)
Total other comprehensive income	531.58	6,342.80	534.48	6,338.93
Total comprehensive income	8,318.83	19,249.02	9,977.75	17,336.56

The Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified
by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015, as amended from time to time.

BUSINESS REVIEW

The global economic environment in 2024-25 was shaped by heightened uncertainty, with new US tariff measures, rapid policy
shifts, and intensifying geopolitical tensions weighing on trade and growth. Global headline inflation is expected to moderate more
slowly than earlier projected, easing to 4.3% in 2025 and 3.6% in 2026. Equity market volatility, elevated asset valuations, and
sustained high corporate debt levels further cloud the financial outlook, posing challenges for central banks seeking to contain
inflation without compromising financial stability.

India, however, maintained robust growth momentum, with GDP expanding by 6.5% in 2024-25, supported by resilient domestic
demand, expanding investments, and sound macroeconomic management. The automotive industry recorded a 7.3% rise in
domestic sales and a 14.6% increase in exports, while EV sales crossed 2 Mn units, reflecting the sector’s accelerating shift towards
sustainable mobility.

Against this backdrop, the Company remained focused
on operational continuity, manufacturing excellence, and
supply chain optimisation, underpinned by stringent safety
measures for employees. It leveraged its diversified product
portfolio, spanning gaskets and heat shields, forgings, chassis
systems, anti-vibration products, and hoses, to capture growth
opportunities across domestic and export markets.

During the year, Talbros secured P1,475 Crores in new orders,
with approximately 40-45% already under execution and
another ~30% scheduled to commence in 2025-26. This
included multiple EV-specific orders worth ~?280 Crores and
export orders worth ~?560 Crores, strengthening its revenue
visibility and market diversification. Capacity enhancements,
including the operationalisation of the Pune facility and
the upcoming Marelli JV chassis systems plant, are poised
to support these new programmes, many of which cater to
premium and EV platforms.

The Company also advanced its localisation and technology
investments, particularly in EV components and next-
generation heat shields for battery and noise insulation.
Continued R&D focus, coupled with strategic joint ventures,
enables Talbros to deliver high-value, future-ready products
aligned with evolving mobility trends.

Looking ahead, the Company’s priorities include scaling exports
to over 35% of revenue, capitalising on policy tailwinds from
schemes like PLI and FAME-II, and strengthening its presence
in high-growth segments such as EVs, premium chassis
systems, and heavier forged components. Sustainability will
remain integral, with ongoing initiatives in localisation, energy
efficiency, and process optimisation aimed at enhancing
competitiveness while supporting environmental goals.

FINANCIAL REVIEW

Your Company recorded all time high revenue from operations
on standalone basis for the financial year 2024-25 amounting
to '' 827. 05 Crores, 6.27 % higher as compared to the last
financial year 2023-24 with gross turnover of '' 778.27 Crores.
Profit after tax (PAT) for the Company for financial year 2024¬
25 was '' 77.87 Crores, 39.66% lower as compared to the PAT
of '' 129.06 Crores in the previous year 2023-24.

The JV Company Marelli Talbros Chassis Systems Private
Limited (MMT) registered a turnover of '' 284.43 Crores up
by 9.43% as compared to financial year 2023-24 turnover of
'' 259.91 Crores. PAT of MMT was '' 28.62 Crores, higher by
51.5 % as compared to '' 18.89 Crores in the previous year
2023-24

Talbros Marugo Rubber Private Limited (TMR), another JV
Company has registered a turnover of '' 129.85 Crores up by
6.02 % as compared to financial year 2023-24 turnover of
'' 122.47 Crores. PAT of TMR was '' 6.86 Crores as compared
to '' 2.21 Crores in the previous financial year 2023-24.

During the financial year 2024-25, the consolidated total
revenues increased by 6.27 % from '' 778.27 Crores in 2023¬
24 to '' 827.05 Crores.

NEW INITIATIVES & FUTURE OUTLOOK

Your Company is a diversified auto components manufacturer
with a strong presence across two-wheelers, passenger
vehicles, commercial vehicles, and agricultural equipment.
Our business spans gaskets and heat shields, forgings,
suspension systems, anti-vibration products, and hoses,
supported by strategic joint ventures with global automotive
leaders in suspension and rubber components.

In gaskets, we retain market leadership with a share exceeding
50%, which is approximately three times that of our nearest
competitor. We continue to hold a dominant position in the
two-wheeler, agricultural and off-loader, and HCV & LCV
segments.

During the year, the Company secured multiple long-term
orders from both domestic and international customers across
all business divisions, product lines, and joint ventures. These
orders, spread over the next five years, encompass gaskets,
heat shields, forgings, and chassis components. They will
strengthen our share of business with existing customers,
expand our reach to new OEMs, and enhance our footprint
across global markets.

The Company has also secured significant new orders for
global head gaskets and integrated wire harness assemblies
from European customers. These programmes are expected
to generate healthy revenues over the next two years, further
diversifying our export portfolio.

To support the timely execution of these new programs, the
recently commissioned Pune facility will be fully operational in
Q2 FY26, while the upcoming Marelli JV chassis systems plant
became operational in April 2025. Both facilities are equipped
with advanced manufacturing technologies and will cater to
premium and EV platforms, enhancing capacity, quality, and
responsiveness.

Looking ahead, the Company’s strategic priorities include
scaling exports to over 35% of revenue, increasing penetration
in high-growth segments such as EVs, premium chassis

systems, and heavier forged components, and furthering
localisation and technology investments to strengthen cost
competitiveness.

Sustainability will remain central to our growth approach, with
continued efforts in localisation, energy efficiency, and process
optimisation aimed at improving environmental performance
while enhancing operational resilience.

TRANSFER TO RESERVE

An amount of '' 50 Lacs has been transferred to General
Reserves out of the profit earned during the financial year
2024-25.

DIVIDEND

Your Board of Directors declared Interim Dividend for the
financial year 2024-2025 10% ('' 0.20p per equity share)
on 6,17,28,150 Equity Shares of '' 2/- each, aggregating to
'' 1,23,45,630/-, at its meeting held on November 14, 2024.
The said Interim dividend was paid to the Shareholders on
December 09, 2024.

Further, your Directors are pleased to recommend, a final
dividend @ 25% ('' 0.50p/- per equity share) for the financial
year 2024-25 on 6,17,28,150 Equity Shares of '' 2/- each,
aggregating to '' 3,08,64,075/- (Rupees Three Crore Eight
Lacs Sixty-Four Thousand and Seventy-Five Only), for the
approval of members at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Management Discussion and Analysis is enclosed as
Annexure-I to this Report and provides a detailed analysis on
the performance of business and its outlook.

BUSINESS AND OPERATIONS OF THE COMPANY AND
THE MATERIAL CHANGES AFFECTING IT

The Company is relentlessly working on increasing the
business and is taking all necessary steps to ensure the
health, safety and well-being of its employees and constantly
moving forward on the path of growth.

No material changes and commitments affecting the financial
position of the Company have occurred after the end of the
financial year ended March 31, 2025 till the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the
Company during the year under review.

INDUSTRY OVERVIEW

The Indian automotive sector remains a cornerstone of the
national economy, contributing approximately 7% to GDP
and driving demand across critical ancillary industries such
as steel, aluminium, plastics, and oil and gas. It is also a
significant generator of employment, innovation, and supply
chain sophistication.

In 2024-25, domestic automobile sales grew by 7.3% year-
on-year, supported by healthy urban demand, evolving
vehicle replacement cycles, and policy-led tailwinds such
as the vehicle scrappage programme. Exports recorded a
strong rebound, rising by 14.6%, underscoring India’s growing
relevance in the global automotive supply chain.

With robust policy support, sustained innovation, and a dynamic
consumer base, India’s automotive sector is well-positioned
to lead the next phase of industrial and technological growth.
Government initiatives such as FAME-II and the Production-
Linked Incentive (PLI) scheme are accelerating the adoption
of electric mobility and catalysing advanced manufacturing
at scale, reinforcing the sector’s global competitiveness and
long-term resilience.

India’s auto component industry continues to expand
steadily, driven by strong domestic demand, healthy export
momentum, and an increasing focus on localisation. Despite
global headwinds, the sector’s fundamentals remain sound,
with long-term growth supported by economies of scale,
premiumisation, and the rising share of high-value components.

Investment in the sector is expected to remain strong, with
an estimated '' 25,000-30,000 Crores projected for 2025¬
26. A significant share of this will be channelled into EV-
specific component development, reflecting the industry’s
shift towards future-ready technologies. Localisation in the EV
value chain has reached 30-40%, with substantial progress
in battery management systems, traction motors, and power
electronics. Battery cell manufacturing, however, remains a
key white space presenting high-impact opportunities for
domestic players.

The OEM segment, which accounts for more than half of the
industry’s revenue, is forecast to grow by 7-9% in 2024-25
and 8-10% in 2025-26, supported by platform renewals,
content enrichment, and rising customer expectations. The
replacement market is also expanding, driven by an ageing
vehicle population and the increasing adoption of preventive
maintenance practices.

Backed by a cost-competitive manufacturing base, a skilled workforce, and supportive policy frameworks, India’s automotive and
auto component sectors are poised to play a leading role in shaping the future of global mobility.

SHARE CAPITAL

The Paid up share capital of the Company as on March 31, 2025 stands at '' 12,34,56,300/- divided into 6,17,28,150 equity shares
of '' 2/- each.

Further, Company did not issue any class or category of shares, Employee Stock Options, Convertible securities and consequently
there is no change in the capital structure since previous year.

CREDIT RATING

Company’s credit ratings were reaffirmed by CARE Ratings on September 30, 2024. The ratings of the Company are as under:

Facilities	Amount ('' Crores)	Rating
Long term Bank Facilities	118.47 (reduced from 123.18))	CARE A ; Stable Reaffirmed
Short term Bank Facilities	45.00	CARE A1 Reaffirmed
Total Bank Facilities	163.47 ('' One Hundred Sixty-three Crore and forty seven Only)	-
Medium Term Instrument (Fixed Deposit)	-	-
Total Medium Term Instruments	-	-

TRANSFER OF UNPAID DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)

In terms of provisions of Section 125 of the Companies Act,
2013, the unclaimed final dividend pertaining to the financial
year 2016-17 for amount aggregating to '' 6,59,540/- had been
transferred to the “Investor Education and Protection Fund”
established by the Central Government on November 20,
2024.

The Company shall transfer the unclaimed dividend for the
financial year 2017-18 to the Investor Education and Protection
Fund on or before October 23, 2025 upon completion of
7 years from the date of transfer of said dividend into the
Unclaimed Dividend Account in compliance with the provisions
of Section 125 of the Companies Act, 2013.

The shareholders who have not encashed their dividend
warrants for the financial year 2017-18 or any subsequent year
are requested to lodge their claims for revalidation of dividend
warrants. The Company is intimating those members who
have so far not claimed the unpaid dividend for the financial
year 2017-18.

The Company has transferred 68385 equity shares of
'' 2/- each to “Investor Education and Protection Fund” in the

previous year and the unpaid Dividend on such shares was
also transferred to the Investor Education and Protection Fund
(IEPF).

The Company would be transferring the required shares this
year as per the data finalised by KFIN Technologies Limited,
Registrar and Transfer Agent of the Company.

DIRECTORS

Your Directors intrinsically believe in the philosophy of
Corporate Governance and are committed to it for the effective
functioning of the Board.

The Board of Directors recognises and embraces the
importance of a diverse board in its success. Your Company
believes that a truly diverse board will leverage differences
in thought, perspective, knowledge, skill, regional and
industry experience, cultural and geographical background,
age, ethnicity, race and gender, which will help it retain its
competitive advantage.

During the year 2024-25, following changes took place in the
composition of Board of Directors.

• Mr. Anil Kumar Mehra (DIN: 00004654), Independent
Director of the Company, ceased to be a Director of

the Company with effect from September 11, 2024 upon
completion of the second term of 5 (Five) consecutive
years in accordance with the provisions of Section 149(11)
of Companies Act, 2013.

• Mr. Amit Burman (DIN: 00042050) Independent Director
of the Company, ceased to be a Director of the Company
with effect from September 11, 2024 upon completion
of his second term of 5 (Five) consecutive years in
accordance with the provisions of Section 149(11) of
Companies Act, 2013.

• Mr. Rajat Verma (DIN: 02548070) was appointed as Non¬
Executive Independent Director of the Company for the
first term of 5 (five) consecutive years w.e.f. August 07,
2024, not liable to retire by rotation, as approved by the
shareholders in the 67^th Annual General Meeting held on
September 25, 2024.

• Mr. Rakesh Vohra (DIN: 00836463) was appointed as
Non-Executive Independent Director of the Company for
the first term of 5 (five) consecutive years w.e.f. August
07, 2024, not liable to retire by rotation, as approved by
the shareholders in the 67^th Annual General Meeting held
on September 25, 2024.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of Companies Act,
2013 and the Articles of Association of the Company,
Mr. Varun Talwar (DIN: 00263984) and Mr. Anuj Talwar (DIN:
00628063) are liable to retire by rotation and being eligible,
offers themselves for re-appointment/appointment.

Details of the proposal for director seeking re-appointment
are mentioned in the annexure to the Explanatory Statement
of the Notice of 68^th Annual General Meeting. The Board
recommends his re-appointment to the members for their
approval.

REAPPOINTMENT OF INDEPENDENT DIRECTOR AND
JUSTIFICATION OF THE RE-APPOINTMENT

Mr. Tarun Singhal (DIN: 07056960) was appointed as an
Independent Director at the 63^rd AGM of the Company for
a term of five years and holds office up to September 24,
2025. He is aged 67 years. He holds B. Tech.(E.E.)- degree
from Indian Institute of Technology, Kanpur and is having rich
experience and knowledge.

Mr. Tarun Singhal meets the criteria of independence as per
provisions of Section 149(6) of the Companies Act, 2013.

The Board of Directors on the recommendation of the
Nomination and Remuneration Committee, recommends
the re-appointment of Mr. Tarun Singhal (DIN: 07056960)
as Independent Director, not liable to retire by rotation, for a
second term of five consecutive years w.e.f. September 25,
2025 to September 24, 2030.

As per the provisions of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 and Secretarial
Standards, the details of to Mr. Tarun Singhal seeking re¬
appointment in the ensuing Annual General Meeting, are
provided in the Explanatory Statement annexed to the Notice
of the 68^th AGM.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS
UNDER SECTION 149(7)

The Independent Directors have furnished the necessary
declaration of Independence stating that they fulfill the criteria
of independence as per the provisions of Section 149(6) of the
Companies Act, 2013 and Regulation 25 of the SEBI Listing
Regulations and are not disqualified to act as Independent
Directors.

They have also complied with requirements of Code for
Independent Directors prescribed in Schedule IV of the
Companies Act, 2013. The Board is of the opinion that
Independent Directors fulfill the independence requirement
in strict sense and are eligible to continue as Independent
Directors of the Company.

KEY MANAGERIAL PERSONNEL

As on date, Company has following Key Managerial Personnel
in compliance with the provisions of Section 203 of the
Companies Act 2013.

1. Mr. Umesh Talwar - Vice Chairman & Managing Director

2. Mr. Anuj Talwar - Joint Managing Director

3. Mr. Manish Khanna - Chief Financial Officer

4. Mrs. Seema Narang - Company Secretary

All Directors, Key Managerial Personnel and senior
management have confirmed compliance with the Company’s
Code of Conduct.

CORPORATE SOCIAL RESPONSIBILITY

Company has formulated a Corporate Social Responsibility
(CSR) policy which encompasses its philosophy and guides its
sustained efforts for supporting socially useful programmes for

welfare and sustainable development of the weaker sections
of the society.

The Company has contributed to several organisations namely
Armed Forces Flag Day Fund, The Earth Saviours Foundation,
Savera Association, Roshni Education Society, Sarvam
Foundation, NGO Sapna, Servants of the People Society, Venu
Charitable Society, Save The Girl, The Talwar Foundation,
Delhi Common Wealth Women’s Association, Guild for Service,
Indian Institute of Cerebral Palsy, Prabhat An Awakening, Ladli
Foundation, Akshaya Patra, Arya Samaj, Akhand Jyoti (in the
name of “Yugrishi shriram sharma Acharya Charitable Trust”),
People for Action, CRY, PM National Relief Fund, for fulfilling its
CSR obligations for the financial years 2024-25 and ensuring
compliance with provisions of Section 135 of the Companies
Act, 2013 and the rules made thereunder.

The amount of '' 129.01 Lacs was spent by the Company
during the financial year 2024-25 to fulfill its CSR obligations
and ensure compliance with the provisions of the Companies
Act, 2013 and the rules made thereunder.

As per Section 134(3)(o) of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility) Rules, 2014 read
with various clarifications issued by Ministry of Corporate
Affairs, the Company undertakes activities as per the CSR
Policy (available on company’s website www.talbros.com)
and further details of the CSR activities are contained in the
Annexure - III to this Report.

AUDITORS AND AUDITORS REPORT
Statutory Auditors

M/s. J C Bhalla & Co., (ICAI Firm Registration No. 001111N),
Chartered Accountants, were re-appointed as Statutory
Auditors of the Company at 65th Annual General Meeting of
the Company held on September 25, 2022 for a second term
of 5 years to hold office till the conclusion of 70th AGM.

The Report given by M/s. J C Bhalla & Co., Chartered
Accountants, Statutory Auditors on the financial statements
(standalone as well as consolidated) of the Company for the
financial year 2024-25 is part of the Annual Report. There
has been no qualification, reservation or adverse remark or
disclaimer in their Report.

Annual Secretarial Audit Report and Compliance Report

Pursuant to Regulation 24A(2) of Listing Regulations, all
listed entities on annual basis are required to obtain Annual
Secretarial Compliance Report from Practicing Company

Secretary (PCS) on compliance of all applicable SEBI
Regulations and circulars/ guidelines issued thereunder and
the said report is further required to be submitted to Stock
Exchanges within 60 days of the end of the financial year.

The Company engaged the services of Kiran Sharma & Co.,
Practicing Company Secretaries (Membership No. 4942 &
Certificate of Practice No. 3116) PCS and Secretarial Auditor of
the Company for providing this certification for 2024-25.

The Company has complied with the above said provisions
and Annual Secretarial Compliance Report for 2024-25 has
been submitted to the Stock Exchanges within stipulated time.

The Secretarial Audit Report for the Financial Year ended
March 31, 2025 under the Act, read with Rules made
thereunder and Regulation 24A (1) of the Listing Regulations
is set out in the Annexure - IV to this Report. There are no
qualification, reservation, adverse remark or disclaimer given
by the Auditors in their Report.

Appointment of Secretarial Auditors

In accordance with Section 204 of the Act read with Rule
9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and the amended
provisions of Regulation 24A of the Listing Regulations,
the Board of Directors, on the recommendation of the
Audit Committee, has approved and recommended to the
Members, the appointment of Kiran Sharma & Co., Practicing
Company Secretaries (Membership No. 4942 & Certificate of
Practice No. 3116 and Peer Review Certificate No.: 1236/2021),
as Secretarial Auditors of the Company to hold office for a
term of Five years, from 2025-26 to 2029-30.

Kiran Sharma & Co., Practicing Company Secretaries, holds
peer review certificate issued by the Peer Review Board of
Institute of Companies Secretaries of India. The resolution
for seeking approval of the members of the Company for
the appointment of Kiran Sharma & Co., Practicing Company
Secretaries as the Secretarial Auditor is provided in the Notice
of the 68^th AGM along with relevant details.

Kiran Sharma & Co., Practicing Company Secretaries, has
consented to act as the Secretarial Auditors of the Company
and have confirmed that the appointment, if approved, would
be within the prescribed limits under the Act & relevant
Rules, and Listing Regulations. Kiran Sharma & Co. have also
affirmed that they are not disqualified from being appointed as
the Secretarial Auditors under the applicable provisions of the
Act, its Rules, and the Listing Regulations.

Pursuant to the provisions of Section 141 read with Section 148
of the Companies Act, 2013 and Rules made thereunder M/s.
Vijender Sharma & Co., Cost accountants (Firm Registration
No. 00180) were re-appointed as the Cost Auditors of the
Company for the financial year ending March 31, 2025
to conduct Cost Audit of the accounts maintained by the
Company in respect of the various products prescribed under
the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2023-24 issued
by M/s. Vijender Sharma & Co., Cost Accountants (Firm
Registration No. 00180) in respect of the various products
as prescribed under the Cost Audit Rules was filed in the
prescribed form with the Ministry of Corporate Affairs (MCA)
during the year.

The remuneration of Cost Auditors has been approved by the
Board of Directors on the recommendation of Audit Committee.
The requisite resolution for ratification of remuneration of Cost
Auditors by members of the Company has been set out in
the Notice of the ensuing Annual General Meeting. Further,
on the recommendation of the Audit Committee, the Board
of Directors have also re-appointed them as Cost Auditors for
financial year 2025-26, to conduct Cost Audit of the accounts
maintained by the Company in respect of the various products
prescribed under the applicable Cost Audit Rules.

Internal Auditors

In compliance with the provisions of Section 138 of the Act,
read with the Companies (Accounts) Rules, 2014, the Internal
Audit of various units of Company, for the financial year
2024-25 was carried out by the following Internal Auditors:

M/s. Mazars Advisory Private Limited, Gurgaon as the Internal
Auditors to conduct the Internal Audit for Gasket Division at
Faridabad and Forging Division at Bawal.

M/s. Kirtane & Pandit LLP, Chartered Accountants, Pune as the
Internal Auditors to conduct the Internal Audit for Company’s
Plant at Pune.

M/s. Pant Ravi & Associates, Chartered Accountants as the
Internal Auditor to conduct the Internal Audit for Company’s
Plant at Sitarganj.

Further, the Board in their meeting held on May 26, 2025
has reappointed the existing Internal Auditors for conducting
Internal Audit for the financial year 2025-26.

The Company has formulated a process for risk management.
The Company has set up a core group of leadership team,
which identifies, assesses the risks and the trends, exposure
and potential impact analysis at different level and lays down
the procedure for minimisation of the risks.

Company has identified various strategic, operational and
financial risks which may impact company adversely; however,
management believes that the mitigation plans for identified
risks are in place and may not threaten the existence of the
Company.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business,
including adherence to the Company’s policies, the
safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable
financial disclosures.

DISCLOSURES
Board Meetings

During the Financial Year 2024-25, 4 (four) Board Meetings
were held on May 22, 2024, August 07, 2024, November 14,
2024, February 11, 2025, Details of the same are available
in the section ‘Meetings of the Board of Directors’ in the
Corporate Governance Report.

Audit Committee

During the Financial Year 2024-25, 4 (four) meetings of Audit
Committee were held on May 22, 2024, August 07, 2024,
November 14, 2024, February 11, 2025. Composition and other
details of the Audit Committee are available in the Corporate
Governance Report.

During the year under review, all the recommendations of the
Audit Committee have been duly considered and accepted by
the Board of Directors.

Nomination and Remuneration Committee

During the Financial Year 2024-25, 1 (One) meeting of the
Nomination and Remuneration Committee was held on July
31, 2024. Composition and other details of the Nomination
and Remuneration Committee are available in the Corporate
Governance Report.

Stakeholders’ Relationship Committee

During the Financial Year 2024-25, 4 (four) meetings of
Stakeholders’ Relationship Committee were held on May 22,

2024, August 7, 2024, November 14, 2024 and February 11,

2025. Composition and other details of the Stakeholder’s
Relationship Committee are available in the Corporate
Governance Report.

Corporate Social Responsibility Committee

During the Financial Year 2024-25, 2 (two) meetings of the
Corporate Social Responsibility Committee were held on
June 18, 2024 and January 09, 2025. Composition and other
details of the Corporate Social Responsibility Committee are
available in the Corporate Governance Report.

Remuneration Policy & Board Evaluation

The Board on the recommendation of the Nomination &
Remuneration Committee for selections and appointments of
Directors, senior management and decides their remuneration,
after reviewing their qualifications, positive attributes,
independence of Directors and board diversity.

Remuneration Policy of the Company is based on the
fundamental principles of payment for performance, potential,
growth and aligning remuneration with the longer term
interests of the Company and its shareholders, promoting a
culture of merit recognition and creating a linkage to corporate
and individual performance. The criteria for performance
evaluation of Directors cover the areas relevant to their
functioning as member of Board or its Committees thereof.
The manner in which the performance evaluation of the Board
and its Committees thereof, the Chairman and the Directors
individually has been carried out and has been explained in
the Corporate Governance Report.

The Remuneration Policy of the Company is available on
company’s website www.talbros.com.

Related Party Disclosures

Related party transactions are periodically reviewed and
approved by Audit committee and are also placed before the
Board for necessary approval. The Company has developed
standard operating procedures for the purpose of identification
and monitoring of such transactions as referred to in Section
188(1) of the Companies Act, 2013.

There are no materially significant related party transactions
made by the Company with Promoters, Directors, Key

Managerial Personnel or other related parties which may have
a potential conflict with the interest of the Company at large.

SEBI had made a major recast of the regulatory processes on
related party transactions vide various Circulars mandating
“Prior” approval of shareholders for material related party
transactions from AGM to AGM basis. Therefore, the Board
has taken relevant approvals from the Audit Committee for
entering into the Related party transactions and the Board
of the Company also recommend Member’s approval for the
resolution regarding Material Related Party Transactions as
set out in the notice of AGM.

The contracts or arrangements of the Company with related
parties during the period under review were in ordinary course
of business and on arms’ length basis and in accordance with
the shareholders’ approval, wherever required. The Audit
Committee has also given the omnibus approval for the
transactions repetitive in nature in the first Board Meeting of
the Financial Year.

The Board has approved policy for related party transactions
in terms of provision of Regulation 23 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015
which is available on company’s website www.talbros.com.

The prescribed Form AOC- 2 giving particulars of contracts or
arrangements with related parties referred to in sub-section (1)
of section 188 is attached as Annexure II.

Frauds reported during the year

No material frauds were reported for the period under review.

Statement containing salient features of the Financial
Statement of Subsidiaries/Associate Companies/Joint
Ventures

Statement pursuant to Section 129(3) of the Companies Act,
2013 related to Associate Companies and Joint Ventures as
on March 31, 2025 in Form AOC-1 is annexed to this Report
as Annexure V.

Conservation of energy, technology absorption, research
and development and foreign exchange earnings and
outgo

In accordance with the requirements of Section 134(3) (m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, statement showing particulars with
respect to Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo are annexed
hereto as Annexure VI and form part of this report.

Particulars of remuneration of Employees

The ratio of remuneration of each director to the median
of employees’ remuneration as per Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is enclosed as Annexure -VII.

In accordance with the provisions of Section 197(12) of
the Companies Act, 2013 and Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the names and other particulars of employees
are available with the Company. In terms of provisions of
Section 136(1) of the Act, any member intends to obtain a copy
of the said details may write to the Company Secretary and
Compliance Officer of the Company.

Public Deposits

There are no deposits outstanding as on March 31, 2025,
except for some unclaimed deposits.

No fresh deposits were accepted during the year. Deposit
amounting to '' 2,37,000 remains unclaimed at the end of
financial year 2024-25 and the same is being transferred to
Investor Education and Protection Fund (IEPF).

There has been no default in repayment of deposits or
payment of interest thereon during the year.

No order with respect to depositors for extension of time for
repayment, penalty imposed has been received from National
Company Law Tribunal (NCLT)/National Company Law
Appellate Tribunal (NCLAT).

All deposits are in compliance with the requirements of the
Companies Act, 2013.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 form part of the notes to the
financial statements provided in this Annual Report.

Listing of Shares

The Equity Shares of the Company are listed on the BSE
Limited (BSE), and National Stock Exchange of India Limited
(NSE).

Registrar and Share Transfer Agent

The Share Transfer and other activities are being carried out
by M/s KFin Technologies Limited (earlier Kfin Technologies

Private Limited), Registrar and Share Transfer Agent from the
following address:-

Selenium Building, Tower-B, Plot No 31 & 32,

Financial District, Nanakramguda, Serilingampally,

Hyderabad, Rangareddi, Telangana India - 500032

Corporate Governance

A Certificate from the Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as per
the requirement of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, is enclosed as Annexure
VIII and is part of this Report.

The Board of Directors support the concept of Corporate
Governance and having regard to transparency,
accountability and rationale behind the decisions have made
proper disclosures separately under the heading “Report
on Corporate Governance” which forms part of this Annual
Report.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL
OF SEXUAL HARASSMENT AT WORKPLACE

The Company values the dignity of individuals and is committed
to provide an environment, which is free of discrimination,
intimidation and abuse.

The Company has put in place a policy on redressal of
Sexual Harassment and a Policy on redressal of Workplace
Harassment as per the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
(“Sexual Harassment Act”). As per the policy, any employee
may report his/her complaint to the Redressal Committee
formed for this purpose or their Manager or HR personnel.

The Policy aims to provide protection to the employees at
the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto,
with the object of providing a safe working environment, where
employees feel secure. The Company has also constituted
an Internal Complaints Committee to inquire into complaints
of sexual harassment and recommendation for appropriate
action. Policy regarding Sexual Harassment at Work Place is
available at the Company website i.e. www.talbros.com.

The Annual Report of the Internal Complaints Committee of the
Company pursuant to Section 21 of The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules framed thereunder for the year ended
December 31, 2024 has duly been filed with the office of
District Officer.

The Internal Complaints Committee of the Company had been
reconstituted during the year under review. The composition
of the Committee is as under:-

Location: Faridabad
Name	Designation
Ms. Seema Narang	Chairperson
Ms. Kiran Sharma	External Member
Mr. Anshu Mehra	Member
Mr. Harish Thakur	Member
Location: Pune
Name	Designation
Ms. Seema Narang	Chairperson
Ms. Kiran Sharma	External Member
Ms. Reshma Gharge	Member
Location: Bawal
Name	Designation
Ms. Seema Narang	Chairperson
Ms. Kiran Sharma	External Member
Mr. Vivek Singh	Member
Ms. Neha Batra	Member

No complaints have been filed/disposed of/pending during
the financial year ended March 31, 2025.

Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for Directors and
Employees to report genuine concerns has been established.

Details of establishment of Vigil Mechanism/Whistle Blower
are disclosed in the Corporate Governance Report.

The policy on Vigil Mechanism is available on Company’s
website at www.talbros.com

In exceptional circumstances or issues related to reprisal,
retaliation, victimisation of any Whistle Blower, the employee
shall have direct access to Ms. Priyanka Gulati - Chairperson
of the Audit Committee.

During the year under review, no employee was denied
access to the system to report any grievance.

No complaints/ grievances were received from any employee
during the year under review.

Details of significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going
concern status and Company’s operations in future

No significant or material orders were passed by the Regulators
or Courts or Tribunals which impacts the going concern status
and Company’s operations in future.

Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India (ICSI).

Annual Return

In compliance with the provisions of Section 92(3) read with
Section 134 (3)(s) of the Companies Act, 2013, the annual return
of the Company for the financial year 2024-25 in prescribed
form is placed on Company’s website www.talbros.com.

Details of application/proceeding pending under the
Insolvency and Bankruptcy Code, 2016

Neither an y application has been mad e n or any proceed ing
is pending against the Company under the Insolvency and
Bankruptcy Code, 2016 during the year under review.

Details of difference in valuation

There is no such instance of difference in valuation as the
Company has not done one-time settlement with any Bank or
Financial Institution.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the
Companies Act, 2013, your Directors hereby state and confirm:

a) That in the preparation of the annual accounts, the
applicable accounting standards have been followed
and that no material departure was made for the same;

b) That Directors have selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit
of the Company for the period ended on March 31, 2024;

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

d) That Directors have prepared the annual accounts on a
going concern basis;

e) That Directors had devised proper system to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively;

f) That the directors have laid down internal financial control
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively.

Your Directors gratefully acknowledge the support given by
our customers, shareholders, financial institutions and banks
and all other stakeholders and we look forward to their
continued support.

Your Directors place on record their appreciation for the
contribution made by the Company’s employees at all levels.
Your Company’s growth was made possible by their hard
work, solidarity, cooperation and support.

For and on behalf of the Board

Sd/- Sd/-

Umesh Talwar Anuj Talwar

Place: Gurugram Vice Chairman & Managing Director Joint Managing Director

Date: May 26, 2025 (DIN: 00059271) (DIN: 00628063)

---

Mar 31, 2024

Your Directors are pleased to present the 67^th Annual Report on the business and operations of your Company along with Audited Financial Statements (Standalone and Consolidated) and the Auditors’ Report thereon for the financial year ended March 31, 2024.

Financial Highlights: ('' in Lacs)

Particulars:	Standalone		Consolidated
	Year Ended	Year Ended	Year Ended	Year Ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	77,826.68	64,718.32	77,826.68	64,718.32
Profit before Interest and Depreciation	12,842.65	9,349.61	12,724.85	9,349.61
Less : Interest	1,326.54	1,135.87	1,326.54	1,135.87
Depreciation	2591.09	2,372.34	2591.09	2,372.34
Profit/(Loss) before Exceptional Items, share in profit of joint ventures (net) and tax	8925.02	5,841.40	8,807.22	5,841.40
Exceptional Items	7653.48	-	4,245.54	-
Profit/(Loss) before share in profit of joint ventures (net) and tax	16,578.50	5,841.40	13,052.76	5,841.40
Share in profit/(loss) ofjoint ventures (net)	-	-	1,617.15	1,187.37
Profit before Tax	16,578.50	5,841.40	14,669.91	7,028.77
Less: Provision for Tax	3,718.89	1,517.48	3,718.89	1,517.48
Provision for Deferred Tax	(31.87)	(53.22)	(31.87)	(53.22)
Less: (Excess)/ Short provision of tax for earlier years written back/ provided	(14.74)	6.81	(14.74)	6.81
Profit after Tax	12,906.22	4,370.33	10,997.63	5,557.70
Other Comprehensive Income a) Items that will not be reclassified to profit and loss b) Income tax relating to items that will not be reclassified to profit and loss	8,268.16 (1,925.36)	1,720.43 (401.38)	8,264.29 (1,925.36)	1,716.00 (401.38)
Total other comprehensive income	6,342.80	1,319.05	6,338.93	1,314.62
Total comprehensive income	19,249.02	5,689.38	17,336.56	6,872.32

The Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

BUSINESS REVIEW

Despite ongoing challenges, economic activity thrived with extensive government spending, robust household consumption the stable employment landscape and a significant expansion on the supply side. Looking ahead, global growth is expected at momentum of 3.2% from 2023 extending into both 2024 and 2025.

Global headline inflation, on the other hand, showed a downward trajectory, with forecasts indicating a decrease from 6.8% in 2023 to 5.9% in 2024, followed by a further decline to 4.5% in 2025. This reduction in the inflation rates of fuel and food prices, in turn, lead to a decrease in the overall inflation rates.

Domestic demand conditions in India persisted with strong performance. Moreover, the Indian Government continued with substantial investments in public infrastructure, while simultaneously ramping up the financial sector. These investments played pivotal role in stabilising the economy amidst various external uncertainties.

The Indian automotive industry performed fairly in financial year 2023-24 due to surge demand in Two wheelers sales. As per SIAM’S, the overall Auto segment grew by 9.62%, Passenger vehicle sales grew by 6.86%, Commercial vehicle grew by 2.97% and Two-wheeler sales grew by 10.33%. In Commercial vehicle segment, the HCV sales grew by 3.48%, LCV sales grew by 2.68%. In Two-wheeler segment, Scooter sales grew by 14.10%, Moped sales grew by 11.82% and Motorcycle sales grew by 8.70%.

During the period under review, your Company remained focused on manufacturing, logistics for growth and continuity in operations with renewed vigor ensuring ample safety measures for its employees.

FINANCIAL REVIEW

In financial year 2023-24, Gasket and Heat Shield Division registered a turnover of '' 501.98 Crores up by 17.42% as compared to financial year 2022-23 turnover of '' 427.50 Crores and the Forging Division registered a turnover of '' 276.28 Crores up by 25.77% as compared to financial year 2022-23 turnover of '' 219.68 Crores.

Your Company recorded all time high revenue from operations on standalone basis for the financial year 2023-24 amounting to '' 778.27 Crores, 20.25% higher as compared to the last financial year 2022-23 with gross turnover of '' 647.18 Crores. Profit after tax (PAT) for the Company for financial year 202324 was '' 129.06 Crores, 195.33% higher as compared to the PAT of '' 43.70 Crores in the previous year 2022-23.

During the year your Company has completed the process of divesting and selling its entire 40% stake in Its Joint Venture Nippon Leakless Talbros Private Limited (LTL) on January 25, 2024, so the financials of LTL have been considered till the said date. Upto the said date, LTL registered a turnover of '' 79.23 Crores as compared to financial year 2022-23 turnover of '' 86.15 Crores. PAT of LTL was '' 14.04 Crores, higher by 19.13 % as compared to PAT of '' 11.79 Crores in the previous year 2022-23.

The JV Company Marelli Talbros Chassis Systems Private Limited (MMT) registered a turnover of '' 259.91 Crores up by 23.89% as compared to financial year 2022-23 turnover of '' 209.79 Crores. PAT of MMT was '' 18.89 Crores, higher by 64.55% as compared to '' 11.48 Crores in the previous year 2022-23.

Talbros Marugo Rubber Private Limited (TMR), another JV Company has registered a turnover of '' 122.47 Crores up by

43.54% as compared to financial year 2022-23 turnover of '' 85.32 Crores. PAT of TMR was '' 2.21 Crores as compared to '' 2.84 Crores in the previous financial year 2022-23.

During the financial year 2023-24, the consolidated total revenues increased by 20.25% from '' 647.18 Crores in 202223 to '' 778.27 Crores.

NEW INITIATIVES & FUTURE OUTLOOK

Your Company is a diversified auto components player with presence across two wheelers, passenger vehicles, commercial vehicles and farm equipments. Our business is broadly divided into gasket & heat shields, forgings, suspension systems, anti-vibration products, and hoses. We are also having joint ventures with global auto giants for suspension and rubber components.

For Gaskets and Heat Shield, we continue to be a market leader with having a market share of over 50% which is approx. 3 times the nearest competitor. We are also a market leader in - Two-wheeler, Agri & off Loaders, HCV & LCV segment.

Your Company signed up exclusive contract with Sanwa, Japan for lightweight aluminum Heat Shields, a futuristic product technology, which is used for automotive applications, especially in PV segment and value added features like noise reduction, emission control, heat insulation at challenging temperatures and is widely used on new generation engines including hybrid and EVs.

Your Company has received multi years orders over '' 1,000 Crores from both, domestic and overseas customers across its business divisions, product segments and JVs. These orders are to be executed over a period of next 5 years covering the Company’s product lines - gaskets, heat shields, forgings and chassis. These orders will help us increase our share with existing customers and new customers across geographies thereby gaining market share in coming years.

The revenues in Gaskets and Heat Shield division are expected to grow by 13% CAGR till financial year 2026-27 to '' 700 Crores.

For Forging business line, with one stop solution for Hot Forging (750 to 2,500 ton Press), strong presence in overseas market & supplier to top Tier I companies, one stop solution for die design, machine parts and heat treatment (normalising and carbohydrising), the revenues are expected to grow by 23% CAGR till financial year 2026-27 to '' 500 Crores.

Along with this, your Company also has increased focus on EV business.

TRANSFER TO RESERVE

An amount of '' 50 Lacs has been transferred to General Reserves out of the profit earned during the financial year 2023-24.

DIVIDEND

Your Board of Directors declared Interim Dividend for the financial year 2023-24 @ 10% ('' 0.20 per equity share) on 6,17,28,150 Equity Shares of '' 2/- each, aggregating to '' 1,23,45,630/-, at its meeting held on November 8, 2023. The said Interim dividend was paid to the Shareholders on December 5, 2023.

Further, your Directors are pleased to recommend, a final dividend @ 25% ('' 0.50/- per equity share) for the financial year 2023-24 on 6,17,28,150 Equity Shares of '' 2/- each, aggregating to '' 3,08,64,075/- (Rupees Three Crores Eight Lacs Sixty Four Thousand and Seventy Five Only), for the approval of members at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is enclosed as Annexure-I to this Report and provides a detailed analysis on the performance of business and its outlook.

BUSINESS AND OPERATIONS OF THE COMPANY AND THE MATERIAL CHANGES AFFECTING IT

The Company is relentlessly working on increasing the business and is taking all necessary steps to ensure the health, safety and well-being of its employees and constantly moving forward on the path of growth.

The Board of Directors in their meeting held on December 22, 2023 approved to divest and sell its entire 40% stake in Nippon Leakless Talbros Private Limited (LTL), joint venture between the Company and Nippon Leakless Corporation, Japan), constituting of 48,00,000 fully paid-up equity shares of '' 10/- each at '' 81.80 Cr.

No material changes and commitments affecting the financial position of the Company have occurred after the end of the financial year ended March 31, 2024 till the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review.

INDUSTRY OVERVIEW

The Indian automobile industry has long been a reliable indicator of the country’s economic health, showcasing its growth and technological advancements. India holds a prominent position in the global heavy vehicles market, boasting the titles of the largest tractor producer, the second-largest bus manufacturer, and the third-largest heavy truck producer. Data from the Society of Indian Automobile Manufacturers (SIAM) reveals that total unit sales for the industry soared to 2,38,53,463 in 2023-24, marking a significant increase from the previous year.

One major factor poised to shape its future is the shift towards electric vehicles (EVs). With the Government targeting a 30% EV penetration by 2030, a surge in demand is expected.

In the domestic market, passenger vehicle sales jumped from 38,90,114 to 42,18,746 units in 2023-24. Furthermore, sales of commercial vehicles, spanning medium, light, and heavy variants, rose from 9,62,468 units in 2022-23 to 9,67,878 units in 2023-24.

SHARE CAPITAL

During the year under review, the Board with members’ approval in 67^th AGM executed the split of the existing Equity Shares of the Company from 1 (One) Equity Share of face value of '' 10/- (Rupees Ten only) each fully paid-up, into 5 (Five) Equity Shares having face value of '' 2/- (Rupees Two only) each fully paid-up.

The Paid up share capital of the Company as on March 31, 2024 stands at '' 12,34,56,300/- divided into 6,17,28,150 equity shares of '' 2/- each.

Further, Company did not issue any class or category of shares, Employee Stock Options, Convertible securities and consequently there is no change in the capital structure since previous year, except as disclosed above.

CREDIT RATING

Company’s credit ratings were revised by CARE Ratings on October 3, 2023. The ratings of the Company are as under:

Facilities	Amount ('' Crores)	Rating
Long term Bank Facilities	123.18 (reduced from 125.07)	CARE A ; Stable (Single A; Outlook:Positive)
Short term Bank Facilities	45.00	CARE A1 (A One)
Total Bank Facilities	168.18 ('' One Hundred Sixty-Eight Crores and Eighteen Lacs Only)	-
Medium Term Instrument (Fixed Deposit)	-	-
Total Medium Term Instruments	-	-

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of provisions of Section 125 of the Companies Act, 2013, the unclaimed final dividend pertaining to the financial year 2015-16 for amount aggregating to '' 3,68,555/- had been transferred to the “Investor Education and Protection Fund” established by the Central Government on October 18, 2023.

The Company shall transfer the unclaimed dividend for the financial year 2016-17 to the Investor Education and Protection Fund on or before October 24, 2024 upon completion of 7 years from the date of transfer of said dividend into the Unclaimed Dividend Account in compliance with the provisions of Section 125 of the Companies Act, 2013.

The shareholders who have not encashed their dividend warrants for the financial year 2016-17 or any subsequent year are requested to lodge their claims for revalidation of dividend warrants. The Company is intimating those members who have so far not claimed the unpaid dividend for the financial year 2016-17.

The Company has transferred 72,905 equity shares of '' 2/- each to IEPF in the previous year and the unpaid Dividend on such shares was also transferred to the IEPF. The Company also updated 6,56,470 equity shares after Split to IEPF in respect of shares transferred to IEPF in earlier years before Split.

The Company would be transferring the required shares this year as per the data finalised by KFin Technologies Private Limited, Registrar and Transfer Agent of the Company.

DIRECTORS

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.

The Board of Directors recognises and embraces the importance of a diverse board in its success. Your Company

believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help it retain its competitive advantage.

During the year 2023-24, no changes took place in the composition of Board of Directors.

CONTINUATION OF DIRECTORSHIP

Members of the Company had approved the continuation of Directorship of Mr. Naresh Talwar (DIN: 00059155) as Chairman and Non-Executive Director, for a period of 5 years with effect from April 01, 2019.

Mr. Naresh Talwar is one of the Promoters of the Company and has been associated with the Company since 1976. His involvement in the operations of the Company over a long period of time and his pioneering role in guiding the Company for its diversification and growth and has immensely benefitted the Company to emerge as a leader in Gasket and Heat Shield business.

Based on the recommendation of Nomination and Remuneration Committee and in compliance with the requirements of applicable provisions of SEBI (LODR), the Board proposes his continuation as Chairman and NonExecutive Director for a further period of 5 years with effect from April 01, 2024, not liable to retire by rotation, for approval of members in the ensuing AGM.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vidur Talwar (DIN: 00114643) is liable to retire by rotation and being eligible, offers himself for re-appointment.

Details of the proposal for Director seeking re-appointment are mentioned in the annexure to the Explanatory Statement of the Notice of 67^th Annual General Meeting. The Board

recommends his re-appointment to the members for their approval.

REAPPOINTMENT OF INDEPENDENT DIRECTOR AND JUSTIFICATION OF THE RE-APPOINTMENT

Mr. Ajay Kumar Vij was appointed as an Independent Director at the 62^nd AGM of the Company for a term of five years and holds office up to September 24, 2024. He is aged 63 years. He holds MBA and Bachelor Degree in Science from Punjab University, Chandigarh and is having rich experience and knowledge.

Mr. Ajay Kumar Vij meets the criteria of independence as per provisions of Section 149(6) of the Companies Act, 2013.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee, recommends the re-appointment of Mr. Ajay Kumar Vij (DIN: 00164984) as Independent Director, not liable to retire by rotation, for a second term of five consecutive years w.e.f. September 25, 2024 to September 24, 2029.

As per the provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Secretarial Standards, the details of Mr. Ajay Kumar Vij seeking reappointment in the ensuing Annual General Meeting, are provided in the Explanatory Statement annexed to the Notice of the 67^th AGM.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(7)

The Independent Directors have furnished the necessary declaration of Independence stating that they fulfill the criteria of independence as per the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations and are not disqualified to act as Independent Directors.

They have also complied with requirements of Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. The Board is of the opinion that Independent Directors fulfill the independence requirement in strict sense and are eligible to continue as Independent Directors of the Company.

KEY MANAGERIAL PERSONNEL

As on date, Company has following key managerial personnel in compliance with the provisions of Section 203 of the Companies Act, 2013.

1. Mr. Umesh Talwar Vice Chairman & Managing

Director

2. Mr. Anuj Talwar Joint Managing Director

3. Mr. Manish Khanna Chief Financial Officer

4. Mrs. Seema Narang Company Secretary

All Directors, key managerial personnel and senior management have confirmed compliance with the Company’s Code of Conduct.

CORPORATE SOCIAL RESPONSIBILITY

Company has formulated a Corporate Social Responsibility (CSR) policy which encompasses its philosophy and guides its sustained efforts for supporting socially useful programs for welfare and sustainable development of the weaker sections of the society.

The Company has contributed to several organisations namely Armed Forces Flag Day Fund, Paradise Homes, The Earth Saviours Foundation, Savera Association, Roshni Education Society, Sarvam Foundation, NGO Sapna, Servants of the People Society, Institute of Cerebral Palsy, Venu Charitable Society, Sri Jwala Mahakali Mandir, Save The Girl, The Talwar Foundation, Delhi Common Wealth Women’s Association, Guild for Service, Dakshin Delhi Kalibari Association for fulfilling its CSR obligations for the financial year 2023-24 and ensuring compliance with provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder.

The amount of '' 88.32 Lacs was spent by the Company during the financial year 2023-24 to fulfill its CSR obligations and ensure compliance with the provisions of the Companies Act, 2013 and the rules made thereunder.

As per Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company undertakes activities as per the CSR Policy (available on company’s website www.talbros.com) and further details of the CSR activities are contained in the Annexure - III to this Report.

AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s. J C Bhalla & Co., (ICAI Firm Registration No. 001111N), Chartered Accountants, were re-appointed as Statutory Auditors of the Company at 65th Annual General Meeting of

the Company held on September 25, 2022 for a second term of 5 years to hold office till the conclusion of 70^th AGM.

The Report given by M/s. J C Bhalla & Co., Chartered Accountants, Statutory Auditors on the financial statements (standalone as well as consolidated) of the Company for the financial year 2023-24 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Secretarial Auditors

The Board re-appointed Mrs. Kiran Sharma (Membership No. 4942 & Certificate of Practice No. 3116), a practicing Company Secretary for carrying out Secretarial Audit in terms of the provisions of Section 204 of the Companies Act, 2013 for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2024 as provided by M/s. Kiran Sharma & Co., Practicing Company Secretary is annexed to this Report as Annexure IV and forms part of this report.

The Report confirms that the Company is compliant with the applicable statutory laws, rules and regulations, namely:

i) The Companies Act, 2013 (the Act) and the rules made there under;

ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

iii) The Depositories Act, 1996 and the regulations and Byelaws framed there under;

iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India

(Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding compliance of the Companies Act and dealing with client;

vi) Secretarial Standards issued by The Institute of Company Secretaries of India.

vii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

viii) Applicable labour, environmental and industrial laws, rules, regulations and guidelines.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder M/s. Vijender Sharma & Co., Cost accountants (Firm Registration No. 00180) were re-appointed as the Cost Auditors of the Company for the financial year ending March 31, 2024 to conduct Cost Audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2022-23 issued by M/s. Vijender Sharma & Co., Cost Accountants (Firm Registration No. 00180) in respect of the various products as prescribed under the Cost Audit Rules was filed in the prescribed form with the Ministry of Corporate Affairs (MCA) during the year.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of the ensuing Annual General Meeting. Further, on the recommendation of the Audit Committee, the Board of Directors has also re-appointed them as Cost Auditors for financial year 2024-25, to conduct Cost Audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

RISK MANAGEMENT

The Company has formulated a process for risk management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimisation of the risks.

Company has identified various strategic, operational and financial risks which may impact company adversely; however,

management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

DISCLOSURES Board Meetings

During the Financial Year 2023-24, 5 (five) Board Meetings were held on May 16, 2023, August 8, 2023, November 8, 2023, December 22, 2023 and February 7, 2024. Details of the same are available in the section ''Meetings of the Board of Directors’ in the Corporate Governance Report.

Audit Committee

During the Financial Year 2023-24, 4 (four) meetings of Audit Committee were held on May 16, 2023, August 8, 2023, November 8, 2023 and February 7, 2024. Composition and other details of the Audit Committee are available in the Corporate Governance Report.

During the year under review, all the recommendations of the Audit Committee have been duly considered and accepted by the Board of Directors.

Nomination and Remuneration Committee

During the Financial Year 2023-24, 1 (One) meeting of the Nomination and Remuneration Committee were held on March 11, 2024. Composition and other details of the Nomination and Remuneration Committee are available in the Corporate Governance Report.

Stakeholders’ Relationship Committee

During the Financial Year 2023-24, 4 (four) meetings of Stakeholders’ Relationship Committee were held on May 16,

2023, August 8, 2023, November 8, 2023 and February 7,

2024. Composition and other details of the Stakeholder’s Relationship Committee are available in the Corporate Governance Report.

Corporate Social Responsibility Committee

During the Financial Year 2023-24, 2 (two) meetings of the Corporate Social Responsibility Committee was held on November 7, 2023 and February 6, 2024. Composition and other details of the Corporate Social Responsibility Committee are available in the Corporate Governance Report.

Remuneration Policy & Board Evaluation

The Board on the recommendation of the Nomination & Remuneration Committee for selections and appointments of Directors, senior management and decides their remuneration, after reviewing their qualifications, positive attributes, independence of Directors and board diversity.

Remuneration Policy of the Company is based on the fundamental principles of payment for performance, potential, growth and aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The criteria for performance evaluation of Directors cover the areas relevant to their functioning as member of Board or its Committees thereof. The manner in which the performance evaluation of the Board and its Committees thereof, the Chairman and the Directors individually has been carried out has been explained in the Corporate Governance Report.

The Remuneration Policy of the Company is available on company’s website www.talbros.com.

Related Party Disclosures

Related party transactions are periodically reviewed and approved by Audit committee and are also placed before the Board for necessary approval. The Company has developed standard operating procedures for the purpose of identification and monitoring of such transactions as referred to in Section 188(1) of the Companies Act, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.

SEBI had made a major recast of the regulatory processes on related party transactions vide various Circulars mandating “Prior” approval of shareholders for Material Related Party Transactions from AGM to AGM basis. Therefore, the Board has taken relevant approvals from the Audit Committee for

entering into the Related party transactions and the Board of the Company also recommend Member’s approval for the resolution regarding Material Related Party Transactions as set out in the notice of AGM.

The contracts or arrangements of the Company with related parties during the period under review were in ordinary course of business and on arms’ length basis and in accordance with the shareholders’ approval, wherever required. The Audit Committee has also given the omnibus approval for the transactions repetitive in nature in the first Board Meeting of the Financial Year.

The Board has approved policy for related party transactions in terms of provision of Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 which is available on company’s website www.talbros.com.

The prescribed Form AOC- 2 giving particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is attached as Annexure II.

Frauds reported during the year

No material frauds were reported for the period under review.

Statement containing salient features of the Financial Statement of Subsidiaries/ Associate Companies/ Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures as on March 31, 2024 in Form AOC-1 is annexed to this Report as Annexure V.

Conservation of energy, technology absorption, research and development and foreign exchange earnings and outgo

In accordance with the requirements of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure VI and form part of this report.

Particulars of remuneration of Employees

The information/details required in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as Annexure -VII.

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. It is the collective spirit of partnership across all sections of employees and their sense of ownership and commitment that has helped the Company to grow.

Public Deposits

There are no deposits outstanding as on March 31, 2024, except for some unclaimed deposits.

No fresh deposits were accepted during the year. Deposit amounting to '' 4,37,000/- remains unclaimed at the end of financial year 2023-24 and the same is being transferred to Investor Education and Protection Fund (IEPF).

There has been no default in repayment of deposits or payment of interest thereon during the year.

No order with respect to depositors for extension of time for repayment, penalty imposed has been received from National Company Law Tribunal (NCLT)/ National Company Law Appellate Tribunal (NCLAT).

All deposits are in compliance with the requirements of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Listing of Shares

The Equity Shares of the Company are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

Registrar and Share Transfer Agent

The Share Transfer and other activities are being carried out by M/s KFin Technologies Limited (earlier Kfin Technologies Private Limited), Registrar and Share Transfer Agent from the following address:-

Selenium Building, Tower-B, Plot No 31 & 32,

Financial District, Nanakramguda, Serilingampally,

Hyderabad, Rangareddi, Telangana India - 500032

Corporate Governance

A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the

requirement of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, is enclosed as Annexure VIII and is part of this Report.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading “Report on Corporate Governance” which forms part of this Annual Report.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company values the dignity of individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.

The Company has put in place a policy on redressal of Sexual Harassment and a Policy on redressal of Workplace Harassment as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Sexual Harassment Act”). As per the policy, any employee may report his/ her complaint to the Redressal Committee formed for this purpose or their Manager or HR personnel.

The Policy aims to provide protection to the employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the object of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to inquire into complaints of sexual harassment and recommendation for appropriate action. Policy regarding Sexual Harassment at Work Place is available at the Company website i.e. www.talbros.com.

The Annual Report of the Internal Complaints Committee of the Company pursuant to Section 21 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for the year ended December 31, 2023 has duly been filed with the office of District Officer.

The Internal Complaints Committee of the Company had been reconstituted during the year under review. The composition of the Committee is as under:-

Location: Faridabad
Name	Designation
Ms. Seema Narang	Chairperson

Ms. Kiran Sharma	External Member
Mr. Anshu Mehra	Member
Mr. Harish Thakur	Member

Location: Pune

Name	Designation
Mrs. Seema Narang	Chairperson
Ms. Kiran Sharma	External Member
Mr. Mohan S. Ambatpure	Member
Ms. Reshma Gharge	Member

Location: Bawal
Name	Designation
Mrs. Seema Narang	Chairperson
Ms. Kiran Sharma	External Member
Mr. Vivek Singh	Member
Ms. Neha Batra	Member

No complaints have been filed/ disposed of/ pending during the financial year ended March 31, 2024.

Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established.

Details of establishment of Vigil Mechanism/ Whistle Blower are disclosed in the Corporate Governance Report.

The policy on Vigil Mechanism is available on Company’s website at www.talbros.com

In exceptional circumstances or issues related to reprisal, retaliation, victimisation of any Whistle Blower, the employee shall have direct access to Mr. Anil Kumar Mehra - Chairman of the Audit Committee.

During the year under review, no employee was denied access to the system to report any grievance.

No complaint/ grievance were received from any employee during the year under review.

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company’s operations in future.

Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Annual Return

In compliance with the provisions of Section 92(3) read with Section 134 (3)(s) of the Companies Act, 2013, the annual return of the Company for the financial year 2023-24 in prescribed form is placed on Company’s website www.talbros.com.

Details of application/ proceeding pending under the Insolvency and Bankruptcy Code, 2016.

Neither any application has been made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Details of difference in valuation

There is no such instance of difference in valuation as the Company has not done one time settlement with any Bank or Financial Institution.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state and confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure was made for the same;

b) That Directors have selected such accounting policies and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period ended on March 31, 2024;

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

d) That Directors have prepared the annual accounts on a going concern basis;

e) That Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f) That the directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the support given by our customers, shareholders, financial institutions and banks and all other stakeholders and we look forward to their continued support.

Your Directors place on record their appreciation for the contribution made by the Company’s employees at all levels. Your Company’s growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board

Sd/- Sd/-

Umesh Talwar Anuj Talwar

Place: Gurugram Vice Chairman & Managing Director Joint Managing Director

Date: May 22,2024 (DIN: 00059271) (DIN: 00628063)

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Mar 31, 2023

The Directors are pleased to present the 66th Annual Report on the business and operations of your Company along with Audited Financial Statements (Standalone and Consolidated) and the Auditors’ Report thereon for the Financial Year ended March 31, 2023.

Financial Highlights:

(Rs. in Lacs)
Particulars:	Standalone		Consolidated
	Year Ended	Year Ended	Year Ended	Year Ended
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Revenue from Operations	64,718.32	57,724.03	64,718.32	57,724.03
Profit before Interest and Depreciation	9,349.61	8,317.98	9,349.61	8,317.98
Less : Interest	1,135.87	1,176.73	1,135.87	1,176.73
Depreciation	2,372.34	2,288.65	2,372.34	2,288.65
Profit/(Loss) before Exceptional Items, share in profit of joint ventures (net) and tax	5,841.40	4,852.60	5,841.40	4,852.60
Exceptional Items	-	-	-	-
Profit/(Loss) before share in profit of joint ventures (net) and tax	5,841.40	4,852.60	5,841.40	4,852.60
Share in profit/(loss) of joint ventures (net)	-	-	1,187.37	783.67
Profit before Tax	5,841.40	4,852.60	7,028.77	5,636.27
Less: Provision for Tax	1,517.48	1,294.34	1,517.48	1,294.34
Provision for Deferred Tax	(53.22)	(201.12)	(53.22)	(201.12)
Less: (Excess)/ Short provision of tax for earlier years	6.81	54.43	6.81	54.43
written back/ provided
Profit after Tax	4,370.33	3,704.95	5,557.70	4,488.62
Other Comprehensive Income a) Items that will not be reclassified to profit and	1,720.43	1,717.78	1,716.00	1,178.09
loss
b) Income tax relating to items that will not be	(401.38)	(400.65)	(401.38)	(400.65)
reclassified to profit and loss
Total other comprehensive income	1,319.05	1,317.13	1,314.62	1,317.44
Total comprehensive income	5,689.38	5,022.08	6,872.32	5,806.06

The Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

BUSINESS REVIEW

After a turbulent couple of years characterised by the COVID-19 pandemic and major disruptions to economic activity, the global economy started to recover in the post-pandemic period.

However, there were issues like incremental inflation, trade wars, and geopolitical conflicts coupled with rising costs of living. Major global central banks played a critical role in navigating these challenges but their efforts to curb inflation through interest rate hikes slowed economic activity in major developed markets while many developing markets are expected to outperform developed economies in 2023. The reopening of China is expected to provide strong support for the recovery of emerging markets

Looking ahead, global growth is expected to reach 2.8% in 2023 before rising to 3.0% in 2024.

Global inflation is projected to rise from 4.7% in 2021 to 8.7% in 2022, before falling to 7% in 2023.

During the period under review, your Company remained focused on manufacturing, logistics for growth and continuity in operations with renewed vigor ensuring ample safety measures for its employees.

FINANCIAL REVIEW

In 2022-23, Gasket division sales is '' 427.50 Crores, up by 14.13 % as compared to 2021-22 turnover of '' 374.55 Crores.

In 2022-23, Forging division sales is '' 219.68 Crores, up by 8.38 % as compared to 2021-22 turnover of '' 202.69 Crores.

During the Financial Year 2022-23, your company on standalone basis recorded a turnover of '' 647.18 Crores, 12.12% higher as compared to the last Financial Year 2021-22 with gross turnover of '' 577.24 Crores. Profit after tax (PAT) for the Company for 2022-23 was '' 43.70 Crores, 17.95 % higher as compared to the PAT of '' 37.05 Crores in the previous year 2021-22.

The JV Company Nippon Leakless Talbros Private Limited (LTL) recorded a turnover of '' 86.15 Crores, increases by 18.65% as compared to last financial year 2021-22 with turnover of '' 72.61 Crores. PAT of LTL was '' 11.79 Crores, higher by 22.81 % as compared to PAT of '' 9.60 Crores in the previous year 2021-22.

The JV Company Marelli Talbros Chassis Systems Private Limited (MMT) has recorded a turnover of '' 209.80 Crores, higher by 27.55% as compared to last Financial Year 2021-22 with turnover of '' 164.48 Crores. PAT of MMT was '' 11.48 Crores, higher by 41.73% as compared to '' 8.10 Crores in the previous year 2021-22.

Talbros Marugo Rubber Private Limited (TMR), another JV Company has recorded a turnover of '' 85.32 Crores, higher by 55.32% as compared to last Financial Year 2021-22 of '' 54.93 Crores. PAT of TMR was '' 2.84 as compared to '' (0.11) Crores in the previous financial year 2021-22.

During the Financial Year 2022-23, the consolidated total revenues increased by 12.12% from '' 577.24 Crores in 202122 to '' 647.18 Crores.

NEW INITIATIVES & FUTURE OUTLOOK

Your Company is a diversified auto components player with presence across two wheelers, passenger vehicles, commercial vehicles and farm equipments. Our business is broadly divided into Gaskets and Forgings. We are also

having three joint ventures with global auto gaints for gaskets, suspension and rubber components. In gaskets we continue to be a market leader with having a market share of over 50%.

Your Company has introduced a new line for Heat Shield at its Gasket manufacturing facility at Faridabad. Heat Shield is a futuristic product and we are developing new generation Heat Shield s to meet the emerg ing d emand of Companies for compliance with thermal and NVH regulations post BS-VI. We have introduced Nimbus Heat Shields for major upcoming vehicle models. The demand of Heat Shields is growing.

Your Company has become India’s leading gasket manufacturer providing complete ceiling, thermal management and NVH, noise, vibration and harness solutions to partners in various segments of the automotive industry, including passenger cars, two-wheeler and three-wheelers, LCVs, HCVs, Agri, offroad vehicles and industrial segments. Your Company has also been steadily growing its export segment, supplying to global OEMs and Tier-1 companies.

For Forging business line, Your Company’s facility at Bawal is equipped for tooling design and its manufacturing, forging, heat treatment and machining capabilities. It has 21,000 metric tons forging capacity and can make parts ranging from 150 grams to 15 kilograms, with increased depth of manufacturing. Your Company is a single source for most of the Tier-1 OEMs.

Along with this, Your Company also has increased focus on EV Business.

TRANSFER TO RESERVE

An amount of '' 50 Lacs has been transferred to General Reserves out of the profit earned during the Financial Year 2022-23.

DIVIDEND

Your Board of Directors declared Interim Dividend for the financial year 2022-23 @ 10% ('' 1.00 per share) on 1,23,45,630 Equity Shares of '' 10/- each, aggregating to '' 1,23,45,630/- , at its meeting held on February 08, 2023. The said Interim dividend was paid to the Shareholders on March 04, 2023.

Further, your Directors are pleased to recommend, a final dividend @ 20% ('' 2.00/- per equity share) for the financial year 2022-23 on 1,23,45,630 equity shares of '' 10/- each, aggregating to '' 2,46,91,260/- (Rupees Two Crores Forty Six Lacs Ninety One Thousand Two Hundred and Sixty Only), for the approval of members at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is enclosed as Annexure I in this Annual Report and provides a detailed analysis on the performance of business and its outlook.

BUSINESS AND OPERATIONS OF THE COMPANY AND THE MATERIAL CHANGES AFFECTING IT

The Company is relentlessly working on increasing the business and is taking all necessary steps to ensure the health, safety and well-being of its employees and constantly moving forward on the path of growth.

No material changes and commitments affecting the financial position of the Company have occurred after the end of the financial year ended March 31, 2023 till the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review.

INDUSTRY OVERVIEW

In the previous year, the Indian Automobile Industry witnessed a surge in vehicle sales, resulting in India surpassing Japan to become the third-largest automobile market. This increase

was attributed to the easing of semiconductor issues and a strong demand rebound during the festival season.

Despite the decline in Internal Combustion Engine (ICE) vehicle sales, Electric Vehicles (EVs) have maintained a positive outlook and have performed exceptionally well in the consumer market, including Plug-in Hybrid Electric Vehicles (PHEVs).

EVs have maintained their performance due to advancements in EV battery density, longer driving ranges, and the increasing availability of EV models in higher-volume segments.

The overall Indian auto components industry, currently accounting for 2.3% of India’s GDP, is expected to become the 3rd largest globally by 2025.

SHARE CAPITAL

The paid up capital of the Company as on March 31, 2023 was '' 12,34,56,300/-. During the year under review, the Company did not issue any class or category of shares, Employee Stock Options, Convertible securities and consequently there is no change in the capital structure since previous year.

CREDIT RATING

Company’s credit ratings were revised by CARE Ratings on April 05, 2023. The ratings of the Company are as under:

Facilities	Amount ('' Crores)	Rating
Long term Bank Facilities	125.07	CARE A; Positive
	(Enhanced from124.74)	(Single A; Outlook:Positive)
Short term Bank Facilities	45.00	CARE A1
	(Enhanced from 35.00)	(A One)
Total Bank Facilities	170.07 ('' One Hundred Seventy Crores and Seven Lacs Only)	-
Medium Term Instrument (Fixed Deposit)	-	-
Total Medium Term Instruments	-	-

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of provisions of Section 125 of the Companies Act, 2013, the unclaimed final dividend pertaining to the financial year 201415 for amount aggregating to '' 3,44,778/- had been transferred to the “Investor Education and Protection Fund” established by the Central Government on November 02, 2022.

The Company shall transfer the unclaimed dividend for the financial year 2015-16 to the Investor Education and Protection Fund on or before October 24, 2023 upon completion of 7 years from the date of transfer of said dividend into the Unclaimed Dividend Account in compliance with the provisions of Section 125 of the Companies Act, 2013.

The shareholders who have not encashed their dividend warrants for the financial year 2015-16 or any subsequent year are requested to lodge their claims for revalidation of dividend warrants. The Company is intimating those members who have so far

not claimed the unpaid dividend for the financial year 2015-16.

The Company has transferred 17,245 shares to “Investor Education and Protection Fund” in the previous year and the Dividend on such shares was also transferred to the Investor Education and Protection Fund (IEPF).

The Company would be transferring the required shares this year as per the data finalised by KFIN Technologies Private Limited, Registrar and Transfer Agent of the Company.

DIRECTORS

Your Directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.

The Board of Directors recognises and embraces the importance of a diverse board in its success. Your Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help it retain its competitive advantage.

During the year 2022-23, no changes took place in the composition of Board of Directors.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Navin Juneja (DIN: 00094520) is liable to retire by rotation and being eligible, offers himself for re-appointment.

Details of the proposal for director seeking re-appointment are mentioned in the annexure to the Explanatory Statement of the Notice of 66th Annual General Meeting. The Board recommends his re-appointment to the members for their approval.

REAPPOINTMENT OF INDEPENDENT DIRECTOR AND JUSTIFICATION OF THE RE-APPOINTMENT

Mrs. Priyanka Gulati was appointed as an Independent Director for a term of 5 years w.e.f. September 25, 2018. She is a Chartered Accountant with a rich experience and knowledge.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee recommends the re-appointment of Mrs. Priyanka Gulati (DIN: 07087707) as Independent Director, not liable to retire by rotation, for a second term of 5 consecutive years w.e.f. September 25, 2023 to September 24, 2028.

The brief details relating to Mrs. Priyanka Gulati who is proposed to be re-appointed, as required to be disclosed as per provisions of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Secretarial Standards are given in the Explanatory statement to the Notice of the 66th AGM.

Mrs. Priyanka Gulati meets the criteria of independence as per provisions of Section 149(6) of the Companies Act, 2013.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(7)

The Independent Directors have furnished the necessary declaration of Independence stating that they fulfill the criteria of independence as per the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations and are not disqualified to act as Independent Directors.

They have also complied with requirements of Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. The Board is of the opinion that Independent Directors fulfill the independence requirement in strict sense and are eligible to continue as Independent Directors of the Company.

KEY MANAGERIAL PERSONNEL

As on date, company has following key managerial personnel in compliance with the provisions of Section 203 of the Companies Act 2013.

1. Mr. Umesh Talwar - Vice Chairman &

Managing Director

2. Mr. Anuj Talwar - Joint Managing Director

3. Mr. Manish Khanna - Chief Financial Officer

4. Mrs. Seema Narang - Company Secretary

All Directors, key managerial personnel and senior management have confirmed compliance with the Company’s Code of Conduct.

CORPORATE SOCIAL RESPONSIBILITY

Company has formulated a Corporate Social Responsibility (CSR) policy which encompasses its philosophy and guides its sustained efforts for supporting socially useful programmes for welfare and sustainable development of the weaker sections of the society.

The Company has contributed to several organisations namely Servants of the People Society, Roshni Education Society, Sapna, Armed Forces Flag Day Fund, Savera Association, Sarvam Foundation and The Earth Saviours Foundation for fulfilling its CSR obligations for the financial years 2022-23 and ensuring compliance with provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder.

The amount of '' 48.12 Lacs was spent by the Company during the financial year 2022-23 to fulfill its CSR obligations and ensure compliance with the provisions of the Companies Act, 2013 and the rules made thereunder.

As per Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company undertakes activities as per the CSR Policy (available on company’s website www.talbros.com) and further details of the CSR activities are contained in the Annexure - III to this Report.

AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s. J C Bhalla & Co., (ICAI Firm Registration No. 001111N), Chartered Accountants, were re-appointed as Statutory Auditors of the Company at 65th Annual General Meeting of the Company held on September 25, 2022 for a second term of 5 years to hold office till the conclusion of 70th AGM.

The Report given by M/s. J C Bhalla & Co., Chartered Accountants, Statutory Auditors on the financial statements (standalone as well as consolidated) of the Company for the financial year 2022-23 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Secretarial Auditors

The Board re-appointed Mrs. Kiran Sharma (Membership No. 4942 & Certificate of Practice No. 3116), a practicing Company Secretary for carrying out Secretarial Audit in terms of the provisions of Section 204 of the Companies Act, 2013 for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended March 31, 2023 as provided by M/s. Kiran Sharma & Co., Practicing Company Secretary is annexed to this Report as Annexure IV and forms part of this report.

The Report confirms that the Company is compliant with the applicable statutory laws, rules and regulations, namely:

i) The Companies Act, 2013 (the Act) and the rules made there under;

ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

iii) The Depositories Act, 1996 and the regulations and Byelaws framed there under;

iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India

(Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding compliance of the Companies Act and dealing with client;

vi) Secretarial Standards issued by The Institute of Company Secretaries of India.

vii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

viii) Applicable labor, environmental and industrial laws, rules, regulations and guidelines.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder M/s. Vijender Sharma & Co., Cost accountants (Firm Registration No. 00180) were re-appointed as the Cost Auditors of the Company for the financial year ending March 31, 2023 to conduct Cost Audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2021-22 issued by M/s. Vijendra Sharma & Co., Cost Accountants (Firm

Registration No. 00180) in respect of the various products as prescribed under the Cost Audit Rules was filed in the prescribed form with the Ministry of Corporate Affairs (MCA) during the year.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of the ensuing Annual General Meeting. Further, on the recommendation of the Audit Committee, the Board of Directors have also re-appointed them as Cost Auditors for financial year 2023-24, to conduct Cost Audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

RISK MANAGEMENT

Risk Management forms an integral part of management policy and is an ongoing process integrated with operations.

The Company has formulated a process for risk management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimisation of the risks.

Company has identified various strategic, operational and financial risks which may impact company adversely; however, management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

DISCLOSURES Board Meetings

During the Financial Year 2022-23, 5 (five) Board Meetings were held on May 04, 2022, May 23, 2022, August 09, 2022, November 11, 2022, February 08, 2023. Details of the same are available in the section Meetings of the Board of Directors’ in the Corporate Governance Report.

Audit Committee

During the Financial Year 2022-23, 4 (four) meetings of Audit Committee were held on May 23, 2022, August 09, 2022, November 11, 2022, February 08, 2023. Composition and other details of the Audit Committee are available in the Corporate Governance Report.

During the year under review, all the recommendations of the Audit Committee have been duly considered and accepted by the Board of Directors.

Nomination and Remuneration Committee

During the Financial Year 2022-23, 1 (One) meeting of the Nomination and Remuneration Committee were held on February 03, 2023. Composition and other details of the Nomination and Remuneration Committee are available in the Corporate Governance Report.

Stakeholders’ Relationship Committee

During the Financial Year 2022-23, 4 (four) meetings of Stakeholders’ Relationship Committee were held on May 23, 2022, August 09, 2022, November 11, 2022 and February 08, 2023. Composition and other details of the Stakeholder’s Relationship Committee are available in the Corporate Governance Report.

Corporate Social Responsibility Committee

During the Financial Year 2022-23, 2 (two) meetings of the Corporate Social Responsibility Committee was held on May 23, 2022 and January 09, 2023. Composition and other details of the Corporate Social Responsibility Committee are available in the Corporate Governance Report.

Remuneration Policy & Board Evaluation

The Board on the recommendation of the Nomination & Remuneration Committee for selections and appointments of Directors, senior management and decides their remuneration, after reviewing their qualifications, positive attributes, independence of Directors and board diversity.

Remuneration Policy of the Company is based on the fundamental principles of payment for performance, potential, growth and aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The criteria for performance evaluation of Directors cover the areas relevant to their functioning as member of Board or its Committees thereof.

The manner in which the performance evaluation of the Board and its Committees thereof, the Chairman and the Directors individually has been carried out has been explained in the Corporate Governance Report.

The Remuneration Policy of the Company is available on company’s website www.talbros.com.

Related Party Disclosures

Related party transactions are periodically reviewed and approved by Audit committee and are also placed before the Board for necessary approval. The Company has developed standard operating procedures for the purpose of identification and monitoring of such transactions as referred to in Section 188(1) of the Companies Act, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.

SEBI had made a major recast of the regulatory processes on related party transactions vide various Circulars mandating “Prior” approval of shareholders for material related party transactions from AGM to AGM basis. Therefore, the Board has taken relevant approvals from the Audit Committee for entering into the Related party transactions and the Board of the Company also recommend Member’s approval for the resolution regarding Material Related Party Transactions as set out in the notice of AGM.

The contracts or arrangements of the Company with related parties during the period under review were in ordinary course of business and on arms’ length basis and in accordance with the shareholders’ approval, wherever required. The Audit Committee has also given the omnibus approval for the transactions repetitive in nature in the first Board Meeting of the Financial Year.

The Board has approved policy for related party transactions in terms of provision of Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 which is available on company’s website www.talbros.com.

The prescribed Form AOC- 2 giving particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is attached as Annexure II.

Frauds reported during the year

No material frauds were reported for the period under review.

Statement containing salient features of the Financial Statement of Subsidiaries/ Associate Companies/ Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures as on March 31, 2023 in Form AOC-1 is annexed to this Report as Annexure V.

Conservation of energy, technology absorption, research and development and foreign exchange earnings and outgo

In accordance with the requirements of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure VI and form part of this report.

Particulars of remuneration of Employees

The information/details required in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as Annexure -VII.

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. It is the collective spirit of partnership across all sections of employees and their sense of ownership and commitment that has helped the Company to grow.

Public Deposits

There are no deposits outstanding as on March 31, 2023, except for some unclaimed deposits.

No fresh deposits were accepted during the year. Deposit amounting to '' 6,93,384/- remains unclaimed at the end of financial year 2022-23 and the same is being transferred to Investor Education and Protection Fund (IEPF).

There has been no default in repayment of deposits or payment of interest thereon during the year.

No order with respect to depositors for extension of time for repayment, penalty imposed has been received from National Company Law Tribunal (NCLT)/ National Company Law Appellate Tribunal (NCLAT).

No complaints have been filed/ disposed of/ pending during the financial year ended March 31, 2023.

Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established.

All deposits are in compliance with the requirements of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Listing of Shares

The Equity Shares of the Company are listed on the BSE Limited (BSE), Mumbai and National Stock Exchange of India Limited (NSE).

Registrar and Share Transfer Agent

The Share Transfer and other activities are being carried out by M/s KFin Technologies Limited (earlier Kfin Technologies Private Limited), Registrar and Share Transfer Agent from the following address:-

M/s Kfin Technologies Limited

Tower B, Plot No. 31-32, Selenium Building,

Gachibowli, Financial District, Nanakramguda, Hyderabad-500032, Telangana

Corporate Governance

A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, is enclosed as Annexure VIII and is part of this Report.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading “Report on Corporate Governance” which forms part of this Annual Report.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company values the dignity of individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.

The Company has put in place a policy on redressal of Sexual Harassment and a Policy on redressal of Workplace Harassment as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Sexual Harassment Act”). As per the policy, any employee may report his/ her complaint to the Redressal Committee formed for this purpose or their Manager or HR personnel.

The Policy aims to provide protection to the employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the object of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to inquire into complaints of sexual harassment and recommendation for appropriate action. Policy regarding Sexual Harassment at Work Place is available at the Company website i.e. www.talbros.com

The Annual Report of the Internal Complaints Committee of the Company pursuant to Section 21 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for the year ended December 31, 2022 has duly been filed with the office of District Officer.

The Internal Complaints Committee of the Company had been reconstituted during the year under review. The composition of the Committee is as under:-

Location: Faridabad
Name	Designation
Ms. Seema Narang	Chairperson
Ms. Kiran Sharma	External Member
Mr. Anshu Mehra	Member
Mr. Harish Thakur	Member
Location: Pune
Name	Designation
Mrs. Seema Narang	Chairperson
Ms. Kiran Sharma	External Member
Mr. Mohan S. Ambatpure	Member
Ms. Puja Vitthal Navale	Member
Location: Bawal
Name	Designation
Mrs. Seema Narang	Chairperson
Ms. Kiran Sharma	External Member
Mr. Vivek Singh	Member
Ms. Neha Batra	Member

Details of establishment of Vigil Mechanism/ Whistle Blower are disclosed in the Corporate Governance Report.

The policy on Vigil Mechanism is available on Company’s website at www.talbros.com

In exceptional circumstances or issues related to reprisal, retaliation, victimisation of any Whistle Blower, the employee shall have direct access to Mr. Anil Kumar Mehra - Chairman of the Audit Committee.

During the year under review, no employee was denied access to the system to report any grievance.

No complaint/ grievance were received from any employee during the year under review.

Details of significant and material orders passed by the Regulators or Courts Or Tribunals impacting the going concern status and Company’s operations in future

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company’s operations in future.

Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Annual Return

In compliance with the provisions of Section 92(3) read with Section 134 (3) (s) of the Companies Act, 2013, the annual return of the Company for the financial year 2022-23 in prescribed form is placed on Company’s website www.talbros.com.

Details of application/ proceeding pending under the Insolvency And Bankruptcy Code, 2016

Neither any application has been made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Details of difference in valuation

There is no such instance of difference in valuation as the Company has not done one time settlement with any Bank or Financial Institution.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, your Directors hereby state and confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure was made for the same;

b) That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period ended on March 31, 2023;

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

d) That Directors have prepared the annual accounts on a going concern basis;

e) That Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f) That the directors have laid down internal financial

control to be followed by the Company and that

such internal financial controls are adequate and were operating effectively.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the support given by our customers, shareholders, financial institutions and banks and all other stakeholders and we look forward to their continued support.

Your Directors place on record their appreciation for the contribution made by the Company’s employees at all levels. Your Company’s growth was made possible by their hard work, solidarity, cooperation and support.

---

Mar 31, 2018

DIRECTORS’ REPORT

To The Members,

The Directors have pleasure in presenting 32^nd Annual Report on the business and operations of the Company along with the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31^st March 2018.

FINANCIAL RESULTS: _(Rs,in Lacs)

Particulars	Year Ended	Year Ended
	31st March, 2018	31st March, 2017
Revenue from Operations
- Sale of Products	20,550	17,306
- Other Operating revenues	283	382
Total Revenue from Operations	20,833	17,687
Other Income	63	21
Total Income	20,896	17,708
Profit before Interest, Depreciation & Tax	2,137	1,659
Less: Interest	340	286
Depreciation	491	367
Profit Before Tax	1,306	1,006
Less: Previous Year adjustments	4	(9)
Provision for Wealth Tax	NIL	NIL
Provision for current year income-tax	350	320
Provision for Deferred Tax	56	(4)
Net Profit after tax	896	699
Net profit after tax and adjustments	896	699
Other Comprehensive Income
- Items that will not be classified to profit	12	(2)
or loss
- Items that will classified to profit or loss	NIL	NIL
Total Income	908	697
EPS (Basic)	17.88	13.73
EPS (Diluted)	17.88	13.73

REVIEW OF OPERATIONS:

The Company has achieved net revenue from operations of '' 20,833 Lacs in this financial year ended on 31^stMarch, 2018 at a growth of around 17.79 % as against '' 17,687 Lacs for the previous financial year. The net profit after tax for this year is Rs. 896 Lacs as compared to Rs. 699 Lacs for the previous financial year resulting an increase of 28.18%. The increase in profits is a result of expansion done and good order book position.

Reserves & Surplus as on 31^st March, 2018 stand at Rs. 4,616 Lacs as against the paid-up capital of Rs. 508 Lacs.

DIVIDEND:

Your Directors recommend a dividend of Rs. 1.5/- per share (15%) for the financial year 2017-18. This dividend payout, if approved in the forthcoming Annual General Accounting Standards) Amendment Rules, 2016 effective from April, 2016, the Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance.

will result in outflow of Rs. 76 Lacs excluding Dividend Distribution Tax.

The register of Members and Share Transfer Books will remain closed on Friday, 21^st September, 2018 for the purpose of payment of final dividend for the financial year ended March 31, 2018 and the AGM. The AgM is scheduled to be held on Friday, 28^th September, 2018

TRANSFER TO GENERAL RESERVE:

Your Directors do not propose transfer to the general reserves and it is proposed to be retained in the profit and loss account.

SHARE CAPITAL

The Authorized Share Capital of the Company has been increased to Rs. 5,10,00,000/- during the year 2017-18. The Company has issued and allotted 25,38,252 no. of fully paid up bonus equity shares in the ratio of 1:1 to the existing shareholders by capitalization of free reserves. The existing paid up capital of the Company is '' 5,07,65,040/BONUS ISSUE

The Board has issued and allotted bonus equity shares by capitalization of free reserves in the ratio of 1:1 i.e. one fully paid up equity share for every one equity share held on 16^th October, 2017.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Government of India, after completion of seven years. Further, according to the Rules , the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 1,21,352/pertaining to unclaimed and unpaid dividend for the financial year 2009-10. Further, 2,186 corresponding shares were transferred as per the requirements of IEPF Rules. The details are provided on our website www.talbrosaxles.com.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. The Company has appointed M/s Harshit Bansal & Associates, Chartered Accountants as Internal

The directors confirm that:

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

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

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149(6) of the Companies Act, 2013 and under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (Six) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, Independent Directors at their meeting without the participation of the Non Independent Directors and Management, considered /

Auditors of the Company for financial year 2017-18. To maintain the objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the President/COO.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control.

MARKETING AND EXPORT:

The export sales have registered a growth to Rs. 4,212 Lacs in financial year 2017-18 as against Rs. 3,841 Lacs in previous year. Thus, showing an increase of 9.66% with good contribution in the profitability.

RATING:

Your Company has been assigned a rating of A- (Stable) for Long Term Bank Facilities (Term Loans) of Rs. 20.20 Crores and rating of A2 for Short Term Bank Facilities (Fund Based Limits) availed from DBS Bank Limited, Yes Bank Limited and HDFC Bank Limited. The rating is assigned by CARE Ratings Limited.

SUBSIDIARIES:

The Company is not having any subsidiary company DIRECTORS:

The Board of Directors consists of executive and nonexecutive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

During the year, Mr. Sanjay Sharma has resigned from the post of Executive Director w.e.f. 14^th November, 2017. Mr. Vijay Kumar Sharma, Executive Director is liable to retire by rotation and being eligible offers himself for reappointment. Your Directors recommend for his reappointment.

Pursuant to section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the year are Mr. Vijay Kumar Sharma, Executive Director, Mr. Kanwar Pal Pawar, Chief Financial Officer and Mr. Ankush Jindal, Company Secretary.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis. The Ind AS are prescribed under section 133 of Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The detail of investments made by the Company is given in the notes to the financial statements.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Information on transaction with related parties pursuant to section 134(3)(h) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in form AOC-2 and the same forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company.

The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit.

Your Company affirms that no complaints have been received during the year under review.

STATUTORY AUDITORS:

Pursuant to Section 139 of Companies Act, 2013 and the Rules made there under, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted under the said section. In line with the Companies Act, 2013, M/s DSRV and Co. LLP, Chartered Accountants (Firm registration number 006993N) was appointed as Statutory Auditors of the Company to hold the office from the conclusion of 31^st Annual General Meeting held on 28^th September, 2017, till the conclusion of 36^th Annual General Meeting to be held in year 2022, subject to the ratification by shareholders at every Annual General Meeting or as may be necessitated by the Act from time to time.

The first year of Audit was of the financial statements for the year ending March 31, 2018, which included the audit of the quarterly financial statements for the year., Accordingly, the appointment of DSRV and Co. LLP is being recommended to the shareholders for ratification.

evaluated the Boards'' performance.

The Board subsequently evaluated its own performance, the working of its committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).

The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.

REGISTERED OFFICE

The Registered Office address of the Company is Plot No. 74-75-76, Sector 6, Faridabad, Haryana - 121 006.

POLICY OF DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Company''s policy on director''s appointment and remuneration and other matters pursuant to section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of this report.

CODE OF CONDUCT:

The Board of Directors has approved a code of conduct applicable to the members of the Board, principal executive officers, principal financial officers, principal accounting officers or controllers and all senior management of the Company. The code has been titled as “Code of Ethics for Designated Persons”. The same has been posted on the website of the Company www.talbrosaxles.com.

The code lays down as standard procedure for efficient working of designated employees and to build a transparency between the management and stakeholders of the Company, compliance with governmental laws, rules and regulations.

The Designated employees have confirmed the compliance with the code of conduct.

AUDIT COMMITTEE:

The Audit Committee consists of 3 (Three) Directors with Independent Director as chairman. During the year 4 (Four) meetings of the committee were held. The responsibility and duties of Audit Committee have been detailed in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee consists of 3 (three) Non Executive Directors. During the year 1 (One) meeting has been held. The key areas of Committee have been detailed in Corporate Governance Report.

Mr. Tarun Talwar, Chief Operating Officer and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in Regulation 17(8) and Schedule V of SEBI (Listing Regulations), 2015.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to discharging its social responsibility as a good corporate citizen. As part of its social responsibility, the Company has contributed to various NGOs for promoting good education, for promotion of games by leveling of play ground at Inter College Jatpura, contribution for software’s and hard ware’s required for providing good knowledge and education to the childrens.

Further, the Company has also contributed to certain NGOs namely Savera Association engaged in promotion of health in rural areas where people lack the right guidance for regular health check-ups & proper treatment. The company has contributed towards medicines in their clinics and running costs of their mobile health clinics and Lily Foundation engaged in prevention of human trafficking in India.

The Company has also contributed to NGO namely servants of the People Society engaged in social, educational and cultural activities and HMP Gramya Vikas and Kalyan Foundation who are indulged in providing regular health check up camps in slum and rural areas. Further, the company has paid school fees and amount for books for two under privileged students.

The Board provided a brief outline of the Company''s CSR Policy including the statement of intent reflecting the ethos of the Company, broad areas of CSR interest and an overview of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company.

The present Composition of the CSR committee is:

1. Mr. Kuldeep Singh Bhalla, Independent Director

2. Mr. Vijay Kumar Sharma, Executive Director

3. Mr. Sunil Kumar, Independent Director

The average net profit of the company for last three (3) financial years is Rs. 7.31 Crores (approx). The threshold limit (2%) and total proposed spending on CSR for the financial year 2017-18 is Rs. 15.43 Lacs (approx) (inclusive of unspent amount for year 2016-17).

The total amount spent by the Company in year 2017-18 is Rs. 12.06 Lakhs (Approx.) leaving an unutilized amount of around 3.37 Lakhs. The said unutilized amount will be contributed to certain NGOs which will undertake their proposed projects in early next fiscal.

SECRETARIAL AUDIT REPORT AND THE APPOINTMENT OF THE SECRETARIAL AUDITOR:

The Company has appointed M/s Sonal Agarwal & Associates, Company Secretaries to hold the office of Secretarial Auditors and to conduct the Secretarial Audit pursuant to section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended on 31^st March, 2018 is being attached with the Director''s Report as Annexure - B which is self explanatory and needs no comments.

COST AUDITOR’S AND THEIR REPORT:

Cost Audit is not applicable on the product being manufactured by the Company

INSURANCE AND RISK MANAGEMENT:

The assets of the Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management and suggested by the bankers of the Company.

PREVENTION OF INSIDER TRADING:

The Company has a formulated and adopted code for prevention of insider trading. The same has also been published on the website of the Company

The code inter alia contains the formalities / pre clearance required for dealing in company''s shares and prohibits the sale or purchase by the Directors and designated employees while in possession of the unpublished price sensitive information and during the closure of trading window. The Board is responsible for implementation of the code.

All the directors and designated employees have confirmed compliance with the code.

DEPOSITS:

The Company has not accepted any deposits from public during the year.

CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditor''s Certificate dated 10th August, 2018 in accordance with SEBI (Listing Regulations), 2015 and report on Corporate Governance is annexed to and forming part of the Director''s Report.

The details of CSR activities/projects undertaken during the financial year under review are as follows:

S. No.	CSR Project/activity identified	Sector in which the project is covered	Projects/ Programs Local area/others	Amount outlay (budget) project or programs wise (Rs, in Lakhs)	Amount spent on the project/ Program (Rs, In Lakhs)	Cumulative expenditure upto the date of reporting period (Rs, in Lakhs)	Amount Spent: Director or through implementing agency (Rs, in Lakhs)
1	Promoting Education	Education	New Delhi	3.00	3.00	3.00	3.00
2	Promoting Education	Education	New Delhi	2.00	2.00	2.00	2.00
3	Promoting Education and Health Care	Education & Healthcare	New Delhi	3.00	3.00	3.00	3.00
4	Promoting Health Care	Health Care	New Delhi	4.00	3.00	3.00	3.00
5	Promoting Education	Education	Faridabad	0.43	0.06	0.06	0.06
6	Promoting gender equality & women empowerment	Empowering Women	New Delhi	3.00	1.00	1.00	1.00
				15.43	12.06	12.06	12.06

* Details of Implementing Agency: RBTH Singh Memorial Charitable Hospital Society, Savera Association, Lily Foundation, HMP Gramya Vikas and Kalyan Foundation and Servants of the People Society.

MANAGEMENT DISCUSSION AND ANALYSIS:

A Management discussion and Analysis as required under Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forming part of the Directors'' Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars prescribed under section 134(3)(m) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure - A to the Board''s Report.

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Board''s Report are provided hereunder:

(a) Ratio of remuneration of each director to the median remuneration of employees of the Company.

Amount (In '' Iakhs

Name of the Director	Designation	Remuneration paid	Ratio to median remuneration
Mr. Sanjay Sharma	Executive Director (Up to 14.11.2017)	6.40	4.18
Mr. Vijay Kumar Sharma	Executive Director	10.54	6.88
Mr. Kuldeep Singh Bhalla	Independent Director	0.05	Only Sitting fees paid
Mr. Sunil Kumar	Independent Director	0.05	Only sitting fees paid
Ms. Priyanka Khattar	Independent Director	0.05	Only sitting fees paid

Name of the Director/KMP	Designation	Remuneration for the year ended 2017-18	Remuneration for the year ended 2016-17	% change during the year
Mr. Sanjay Sharma	Executive Director (Upto 14.11.2017)	6.40	9.86	NA
Mr. Vijay Kumar Sharma	Executive Director	10.54	9.78	7.77
Mr. Sunil Kumar	Independent Director	0.05	0.05	0.00
Ms. Priyanka Khattar	Independent Director	0.05	0.05	0.00
Mr. Kuldeep Singh Bhalla	Independent Director	0.05	0.05	0.00
Mr. Ankush Jindal	Company Secretary	6.56	5.94	10.44
Mr. Kanwar Pal Pawar	CFO	3.81	3.63	4.96

(b) Percentage increase in remuneration of Directors and KMPs

Amount (In '' Iakhs

* Mr. Sanjay Sharma has resigned from the post of Executive Director w.e.f. 14^th November, 2017.

(c) The median remuneration of the employees has increased by 5.72 % in 2017-18 as compared to 201617.

(d) Number of permanent employees on the rolls of the Company.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy and constituted a committee for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment.

Financial Year	No. of Employees
2016-17	230
2017-18	234

(e) We affirm that the remuneration paid to Directors, Key Managerial Personnel''s and employees is as per the remuneration policy of the Company.

(f) The details pursuant to the provisions of Section 197(12) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014, as amended from time to time pertaining to top ten employees in terms of remuneration drawn and employees drawing remuneration of more than One Crore and Two Lakhs Rupees during the year will be available for inspection at the Registered Office of the Company during the working hours as and when requested by any shareholder in terms of section 136 of Companies Act, 2013.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board

Sd/-

Place: Faridabad Kuldeep Singh Bhalla

Date : 10th August, 2018 Independent Director

DIN:07504884

Sd/-

Vijay Kumar Sharma

Executive Director

DIN:06394784

---

Mar 31, 2018

DIRECTORS’ REPORT

To The Members,

The Directors have pleasure in presenting 32^nd Annual Report on the business and operations of the Company along with the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31^st March 2018.

FINANCIAL RESULTS: _(Rs,in Lacs)

Particulars	Year Ended	Year Ended
	31st March, 2018	31st March, 2017
Revenue from Operations
- Sale of Products	20,550	17,306
- Other Operating revenues	283	382
Total Revenue from Operations	20,833	17,687
Other Income	63	21
Total Income	20,896	17,708
Profit before Interest, Depreciation & Tax	2,137	1,659
Less: Interest	340	286
Depreciation	491	367
Profit Before Tax	1,306	1,006
Less: Previous Year adjustments	4	(9)
Provision for Wealth Tax	NIL	NIL
Provision for current year income-tax	350	320
Provision for Deferred Tax	56	(4)
Net Profit after tax	896	699
Net profit after tax and adjustments	896	699
Other Comprehensive Income
- Items that will not be classified to profit	12	(2)
or loss
- Items that will classified to profit or loss	NIL	NIL
Total Income	908	697
EPS (Basic)	17.88	13.73
EPS (Diluted)	17.88	13.73

REVIEW OF OPERATIONS:

The Company has achieved net revenue from operations of '' 20,833 Lacs in this financial year ended on 31^stMarch, 2018 at a growth of around 17.79 % as against '' 17,687 Lacs for the previous financial year. The net profit after tax for this year is Rs. 896 Lacs as compared to Rs. 699 Lacs for the previous financial year resulting an increase of 28.18%. The increase in profits is a result of expansion done and good order book position.

Reserves & Surplus as on 31^st March, 2018 stand at Rs. 4,616 Lacs as against the paid-up capital of Rs. 508 Lacs.

DIVIDEND:

Your Directors recommend a dividend of Rs. 1.5/- per share (15%) for the financial year 2017-18. This dividend payout, if approved in the forthcoming Annual General Accounting Standards) Amendment Rules, 2016 effective from April, 2016, the Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance.

will result in outflow of Rs. 76 Lacs excluding Dividend Distribution Tax.

The register of Members and Share Transfer Books will remain closed on Friday, 21^st September, 2018 for the purpose of payment of final dividend for the financial year ended March 31, 2018 and the AGM. The AgM is scheduled to be held on Friday, 28^th September, 2018

TRANSFER TO GENERAL RESERVE:

Your Directors do not propose transfer to the general reserves and it is proposed to be retained in the profit and loss account.

SHARE CAPITAL

The Authorized Share Capital of the Company has been increased to Rs. 5,10,00,000/- during the year 2017-18. The Company has issued and allotted 25,38,252 no. of fully paid up bonus equity shares in the ratio of 1:1 to the existing shareholders by capitalization of free reserves. The existing paid up capital of the Company is '' 5,07,65,040/BONUS ISSUE

The Board has issued and allotted bonus equity shares by capitalization of free reserves in the ratio of 1:1 i.e. one fully paid up equity share for every one equity share held on 16^th October, 2017.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Government of India, after completion of seven years. Further, according to the Rules , the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 1,21,352/pertaining to unclaimed and unpaid dividend for the financial year 2009-10. Further, 2,186 corresponding shares were transferred as per the requirements of IEPF Rules. The details are provided on our website www.talbrosaxles.com.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. The Company has appointed M/s Harshit Bansal & Associates, Chartered Accountants as Internal

The directors confirm that:

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

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

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149(6) of the Companies Act, 2013 and under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (Six) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, Independent Directors at their meeting without the participation of the Non Independent Directors and Management, considered /

Auditors of the Company for financial year 2017-18. To maintain the objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the President/COO.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control.

MARKETING AND EXPORT:

The export sales have registered a growth to Rs. 4,212 Lacs in financial year 2017-18 as against Rs. 3,841 Lacs in previous year. Thus, showing an increase of 9.66% with good contribution in the profitability.

RATING:

Your Company has been assigned a rating of A- (Stable) for Long Term Bank Facilities (Term Loans) of Rs. 20.20 Crores and rating of A2 for Short Term Bank Facilities (Fund Based Limits) availed from DBS Bank Limited, Yes Bank Limited and HDFC Bank Limited. The rating is assigned by CARE Ratings Limited.

SUBSIDIARIES:

The Company is not having any subsidiary company DIRECTORS:

The Board of Directors consists of executive and nonexecutive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

During the year, Mr. Sanjay Sharma has resigned from the post of Executive Director w.e.f. 14^th November, 2017. Mr. Vijay Kumar Sharma, Executive Director is liable to retire by rotation and being eligible offers himself for reappointment. Your Directors recommend for his reappointment.

Pursuant to section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the year are Mr. Vijay Kumar Sharma, Executive Director, Mr. Kanwar Pal Pawar, Chief Financial Officer and Mr. Ankush Jindal, Company Secretary.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis. The Ind AS are prescribed under section 133 of Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The detail of investments made by the Company is given in the notes to the financial statements.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Information on transaction with related parties pursuant to section 134(3)(h) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in form AOC-2 and the same forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company.

The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit.

Your Company affirms that no complaints have been received during the year under review.

STATUTORY AUDITORS:

Pursuant to Section 139 of Companies Act, 2013 and the Rules made there under, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted under the said section. In line with the Companies Act, 2013, M/s DSRV and Co. LLP, Chartered Accountants (Firm registration number 006993N) was appointed as Statutory Auditors of the Company to hold the office from the conclusion of 31^st Annual General Meeting held on 28^th September, 2017, till the conclusion of 36^th Annual General Meeting to be held in year 2022, subject to the ratification by shareholders at every Annual General Meeting or as may be necessitated by the Act from time to time.

The first year of Audit was of the financial statements for the year ending March 31, 2018, which included the audit of the quarterly financial statements for the year., Accordingly, the appointment of DSRV and Co. LLP is being recommended to the shareholders for ratification.

evaluated the Boards'' performance.

The Board subsequently evaluated its own performance, the working of its committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).

The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.

REGISTERED OFFICE

The Registered Office address of the Company is Plot No. 74-75-76, Sector 6, Faridabad, Haryana - 121 006.

POLICY OF DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Company''s policy on director''s appointment and remuneration and other matters pursuant to section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of this report.

CODE OF CONDUCT:

The Board of Directors has approved a code of conduct applicable to the members of the Board, principal executive officers, principal financial officers, principal accounting officers or controllers and all senior management of the Company. The code has been titled as “Code of Ethics for Designated Persons”. The same has been posted on the website of the Company www.talbrosaxles.com.

The code lays down as standard procedure for efficient working of designated employees and to build a transparency between the management and stakeholders of the Company, compliance with governmental laws, rules and regulations.

The Designated employees have confirmed the compliance with the code of conduct.

AUDIT COMMITTEE:

The Audit Committee consists of 3 (Three) Directors with Independent Director as chairman. During the year 4 (Four) meetings of the committee were held. The responsibility and duties of Audit Committee have been detailed in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee consists of 3 (three) Non Executive Directors. During the year 1 (One) meeting has been held. The key areas of Committee have been detailed in Corporate Governance Report.

Mr. Tarun Talwar, Chief Operating Officer and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in Regulation 17(8) and Schedule V of SEBI (Listing Regulations), 2015.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to discharging its social responsibility as a good corporate citizen. As part of its social responsibility, the Company has contributed to various NGOs for promoting good education, for promotion of games by leveling of play ground at Inter College Jatpura, contribution for software’s and hard ware’s required for providing good knowledge and education to the childrens.

Further, the Company has also contributed to certain NGOs namely Savera Association engaged in promotion of health in rural areas where people lack the right guidance for regular health check-ups & proper treatment. The company has contributed towards medicines in their clinics and running costs of their mobile health clinics and Lily Foundation engaged in prevention of human trafficking in India.

The Company has also contributed to NGO namely servants of the People Society engaged in social, educational and cultural activities and HMP Gramya Vikas and Kalyan Foundation who are indulged in providing regular health check up camps in slum and rural areas. Further, the company has paid school fees and amount for books for two under privileged students.

The Board provided a brief outline of the Company''s CSR Policy including the statement of intent reflecting the ethos of the Company, broad areas of CSR interest and an overview of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company.

The present Composition of the CSR committee is:

1. Mr. Kuldeep Singh Bhalla, Independent Director

2. Mr. Vijay Kumar Sharma, Executive Director

3. Mr. Sunil Kumar, Independent Director

The average net profit of the company for last three (3) financial years is Rs. 7.31 Crores (approx). The threshold limit (2%) and total proposed spending on CSR for the financial year 2017-18 is Rs. 15.43 Lacs (approx) (inclusive of unspent amount for year 2016-17).

The total amount spent by the Company in year 2017-18 is Rs. 12.06 Lakhs (Approx.) leaving an unutilized amount of around 3.37 Lakhs. The said unutilized amount will be contributed to certain NGOs which will undertake their proposed projects in early next fiscal.

SECRETARIAL AUDIT REPORT AND THE APPOINTMENT OF THE SECRETARIAL AUDITOR:

The Company has appointed M/s Sonal Agarwal & Associates, Company Secretaries to hold the office of Secretarial Auditors and to conduct the Secretarial Audit pursuant to section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended on 31^st March, 2018 is being attached with the Director''s Report as Annexure - B which is self explanatory and needs no comments.

COST AUDITOR’S AND THEIR REPORT:

Cost Audit is not applicable on the product being manufactured by the Company

INSURANCE AND RISK MANAGEMENT:

The assets of the Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management and suggested by the bankers of the Company.

PREVENTION OF INSIDER TRADING:

The Company has a formulated and adopted code for prevention of insider trading. The same has also been published on the website of the Company

The code inter alia contains the formalities / pre clearance required for dealing in company''s shares and prohibits the sale or purchase by the Directors and designated employees while in possession of the unpublished price sensitive information and during the closure of trading window. The Board is responsible for implementation of the code.

All the directors and designated employees have confirmed compliance with the code.

DEPOSITS:

The Company has not accepted any deposits from public during the year.

CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditor''s Certificate dated 10th August, 2018 in accordance with SEBI (Listing Regulations), 2015 and report on Corporate Governance is annexed to and forming part of the Director''s Report.

The details of CSR activities/projects undertaken during the financial year under review are as follows:

S. No.	CSR Project/activity identified	Sector in which the project is covered	Projects/ Programs Local area/others	Amount outlay (budget) project or programs wise (Rs, in Lakhs)	Amount spent on the project/ Program (Rs, In Lakhs)	Cumulative expenditure upto the date of reporting period (Rs, in Lakhs)	Amount Spent: Director or through implementing agency (Rs, in Lakhs)
1	Promoting Education	Education	New Delhi	3.00	3.00	3.00	3.00
2	Promoting Education	Education	New Delhi	2.00	2.00	2.00	2.00
3	Promoting Education and Health Care	Education & Healthcare	New Delhi	3.00	3.00	3.00	3.00
4	Promoting Health Care	Health Care	New Delhi	4.00	3.00	3.00	3.00
5	Promoting Education	Education	Faridabad	0.43	0.06	0.06	0.06
6	Promoting gender equality & women empowerment	Empowering Women	New Delhi	3.00	1.00	1.00	1.00
				15.43	12.06	12.06	12.06

* Details of Implementing Agency: RBTH Singh Memorial Charitable Hospital Society, Savera Association, Lily Foundation, HMP Gramya Vikas and Kalyan Foundation and Servants of the People Society.

MANAGEMENT DISCUSSION AND ANALYSIS:

A Management discussion and Analysis as required under Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forming part of the Directors'' Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars prescribed under section 134(3)(m) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure - A to the Board''s Report.

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Board''s Report are provided hereunder:

(a) Ratio of remuneration of each director to the median remuneration of employees of the Company.

Amount (In '' Iakhs

Name of the Director	Designation	Remuneration paid	Ratio to median remuneration
Mr. Sanjay Sharma	Executive Director (Up to 14.11.2017)	6.40	4.18
Mr. Vijay Kumar Sharma	Executive Director	10.54	6.88
Mr. Kuldeep Singh Bhalla	Independent Director	0.05	Only Sitting fees paid
Mr. Sunil Kumar	Independent Director	0.05	Only sitting fees paid
Ms. Priyanka Khattar	Independent Director	0.05	Only sitting fees paid

Name of the Director/KMP	Designation	Remuneration for the year ended 2017-18	Remuneration for the year ended 2016-17	% change during the year
Mr. Sanjay Sharma	Executive Director (Upto 14.11.2017)	6.40	9.86	NA
Mr. Vijay Kumar Sharma	Executive Director	10.54	9.78	7.77
Mr. Sunil Kumar	Independent Director	0.05	0.05	0.00
Ms. Priyanka Khattar	Independent Director	0.05	0.05	0.00
Mr. Kuldeep Singh Bhalla	Independent Director	0.05	0.05	0.00
Mr. Ankush Jindal	Company Secretary	6.56	5.94	10.44
Mr. Kanwar Pal Pawar	CFO	3.81	3.63	4.96

(b) Percentage increase in remuneration of Directors and KMPs

Amount (In '' Iakhs

* Mr. Sanjay Sharma has resigned from the post of Executive Director w.e.f. 14^th November, 2017.

(c) The median remuneration of the employees has increased by 5.72 % in 2017-18 as compared to 201617.

(d) Number of permanent employees on the rolls of the Company.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy and constituted a committee for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment.

Financial Year	No. of Employees
2016-17	230
2017-18	234

(e) We affirm that the remuneration paid to Directors, Key Managerial Personnel''s and employees is as per the remuneration policy of the Company.

(f) The details pursuant to the provisions of Section 197(12) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014, as amended from time to time pertaining to top ten employees in terms of remuneration drawn and employees drawing remuneration of more than One Crore and Two Lakhs Rupees during the year will be available for inspection at the Registered Office of the Company during the working hours as and when requested by any shareholder in terms of section 136 of Companies Act, 2013.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board

Sd/-

Place: Faridabad Kuldeep Singh Bhalla

Date : 10th August, 2018 Independent Director

DIN:07504884

Sd/-

Vijay Kumar Sharma

Executive Director

DIN:06394784

---

Mar 31, 2018

Dear Members,

The Directors are pleased to present the 61^st Annual Report on the business and operations of your Company along with Audited Accounts and the Auditors’ Report thereon for the Financial Year ended 31^st March, 2018.

Financial Highlights:

(Rs. in lacs)

Particulars:	Year Ended 31st March, 2018	Year Ended 31st March, 2017
Net Revenue from Operations	40,000.61	35,343.01
Profit before Interest and Depreciation	5,023.04	4,049.44
Less : Interest	1,393.78	1,590.58
Depreciation	1,419.45	1,231.39
Profit before Tax before Exceptional Item	2,209.81	1,227.47
Exceptional Item	215.77	0.00
Profit before Tax and after Exceptional Item	2,425.58	1,227.47
Less: Provision for Taxation	523.01	288.40
Provision for Deferred Tax	105.03	21.89
Less: (Excess)/ Short provision of tax for earlier years written back/provided	(111.57)	(95.69)
Profit after Tax	1,909.11	1,012.87
Other Comprehensive Income
a) Items that will not be reclassified to profit and loss	414.59	861.38
b) Income tax relating to items that will not be reclassified to profit and loss	(88.62)	(204.62)
Total other comprehensive income	325.97	656.76
Total comprehensive income	2,235.08	1,669.63

The accounts of Company have been prepared in accordance with the principles and procedures of Indian Accounting Standards (Ind AS) and previous year’s figures in the above table have been regrouped as per Ind AS.

FINANCIAL REVIEW

The Indian economy has recovered from demonetization and Goods and Services Tax has been smoothly implemented. It is predicted that Indian economy’s growth will accelerate from 6.7% in 2017 to 7.3% in 2018 and 7.5% in 2019. Economic growth is projected to remain strong and India will remain the fastest-growing G20 economy. The increase in public wages and pensions will support consumption. Private investment will recover gradually as excess capacity diminishes, and the landmark Goods and Services Tax and other measures to improve the ease of doing business are being implemented. However, large non-performing loans and high leverage of some companies are holding back investment. The GDP growth was around 6.7% during the Fiscal Year 2017-18.

During the Financial Year 2017-18 your Company on standalone basis has recorded a turnover of Rs. 392.98 crores, approximately 20.96% higher as compared to last Financial Year 2016-17 with turnover of Rs. 324.88 crores. Profit after tax (PAT) for the Company was at Rs. 19.09 crores, approximately 88.64% higher as compared to PAT of Rs. 10.12 crores in previous year 2016-17.

The JV Company Nippon Leakless Talbros Private Limited (LTL) recorded a turnover of Rs. 117.11 crores, with an increase of approximately 8.24% as compared to last Financial Year 2016-17 with turnover of Rs. 108.19 crores. PAT of LTL was at Rs. 14.36 crores, higher by approximately 14.06% as compared to PAT of Rs. 12.59 crores in previous year 2016-17.

The JV Company Magneti Marelli Talbros Chassis Systems Private Limited (MMT) has has recorded a turnover of Rs. 108.85 crores, higher by approximately 28.25% as compared to last Financial Year 2016-17 with turnover of Rs. 84.86 crores. PAT of MMT was at Rs. 4.11 crores, higher by approximately 154% as compared to Rs. 1.62 crores in previous year 2016-17.

Talbros Marugo Rubber Private Limited (TMR), another JV Company has recorded a turnover of Rs. 40.88 crores, higher by approximately 33.11% as compared to last Financial Year 2016-17 of Rs. 30.71 crores.

During the Financial Year 2017-18, the consolidated total revenues increased 21% from Rs. 324.88 crores in 2016-17 to Rs. 392.98 crores in 2017-18, largely on account of new order inflows and large off take. Profit before exceptional items improved 80% from Rs. 14.36 crores in 2016-17 to Rs. 25.90 crores in 2017-18. Profit after tax improved 87% from Rs. 12.22 crores in 2016-17 to Rs. 22.90 crores in 2017-18.

NEW INITIATIVES

Your Company has set up a post coating line which has commenced production from February 2018 to rationalize raw material costs which focus on at least 60% capacity utilization during F.Y. 2018-19. The Company has received new orders from overseas OEMs.

The Forging Division, in addition to capturing the agri market, has forayed into global OE car segment and is in talks with a large two wheeler manufacturer for its forging requirements. With a view to diversify its geographic risks, new customers have been approached. We are focused on enhancing our internal efficiencies and leverage on our technological know-how to supply best in class products to our customers. The revenues from forging division stood at Rs. 112.35 crores in the year under review against revenues of Rs. 70.59 crores during previous year. The Company has started supplies for the order from large German car manufacturer.

The Company has received orders from large auto components manufacturer from USA to supply heavier forged parts with estimated revenue of Rs. 35 crores per annum. In the gasket business, the focus is going to be on OE export business as well as on offloading the non-critical item to OSP.

The JV Company Nippon Leakless Talbros Private Limited (LTL) has been exploring various options to increase its presence in two wheeler gasket business. LTL has been constantly developing gaskets for new models to be launched by Hero, Honda & Yamaha in the coming financial year.

The second JV Company Magneti Marelli Talbros Chassis Systems Pvt Ltd (MMT) is trying to enter higher value- added products such as the front axle and is in talks with Maruti Suzuki India Limited on the same and also on of expanding its range of products with them. MMT has received orders from Maruti Suzuki to supply Front Suspension with estimated revenue of Rs. 24 crores per annum. The JV Company has also started supplies for the order received from large European car manufacturer.

Talbros Marugo Rubber Private Limited (TMR), the third JV Company is also on the right track. The Hose division has witnessed improved volumes during the year from Maruti Suzuki. The JV Company is focusing to start supplying Hoses to Marugo Rubber Industries, Japan. The JV Company has also started production of Air Cleaner Hoses.

FUTURE OUTLOOK

India has emerged as one of the fastest growing economies in recent times. Government of India wants to make automobile manufacturing as the main driver of ‘Make in India’ initiative, as its expects Passenger Vehicle market to triple to 9.4m units by 2026, as highlighted in Auto Mission Plan (AMP) 20162026 and also plans to promote eco-friendly cars in the country with a scheme for faster adoption and manufacturing of Electric and Hybrid vehicle in India, under the National Electric Mobility Mission 2020. GST has been smoothly implemented from 1^st July, 2017 and this will further boost the business growth in the long term.

The long term outlook remains positive for the automotive industry with all major global players having a base in India for manufacturing, global sourcing. The Financial year 2018-19 is expected to bring positive sentiments back in the market. The two-wheeler industry is slated to deliver a better performance at 11% - 13%. Commercial vehicles are pitted to continue their growth momentum in double digits at 10%- 12%. A strong cyclical recovery in the global economy with the world projected at 3.40%. USA Administration’s protectionist policy agenda is a real concern for the Global Economy.

The future outlook of your Company remains positive as your Company along with its Joint Venture Companies is actively working on both the strategic front and the operations front to take advantage of the turning trends which includes Research and Development, improving operational performances, focus on quality and broadening the customer base, among others.

DIVIDEND

Your Directors are pleased to recommend 15% dividend at the rate of Rs. 1.50/- per share for the year 2017-18 on 12345630 equity shares of Rs. 10/- each for the approval of members at the ensuing Annual General Meeting.

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of provisions of Section 125 of the Companies Act, 2013, the unclaimed final dividend pertaining to the financial year 2009-10 amount aggregating to Rs. 1,69,020 had been transferred to the “Investor Education and Protection Fund” established by the Central Government on 19^th August, 2017.

The Company shall transfer the unclaimed dividend for the year 2010-11 to Investor Education and Protection Fund on or before 5^th October, 2018 upon completion of 7 years from the date of transfer of said dividend into the Unclaimed Dividend Account in compliance with the provisions of Section 125 of the Companies Act, 2013.

The shareholders who have not encashed their dividend warrants for the financial year 2010-11 or any subsequent year are requested to lodge their claims for revalidation of dividend warrants. The Company is specifically intimating those members who have so far not claimed the unpaid dividend for the year 2010-11.

SHARE CAPITAL

The paid up capital of the company as on 31^st March, 2018 was Rs. 1234.563 lacs. During the year under review, the company did not issue any class or category of shares, Employee Stock Options, Convertible securities and consequently no change in the capital structure since previous year.

FIXED DEPOSITS

The total amount of deposits outstanding as on 31^st March, 2018 stands at Rs. 6.76 crores.

BOARD MEETINGS

During the Financial Year 2017-18, 4 (four) Board Meetings were held. Details of the same are available in the section ‘Meetings of the Board of Directors’, in the Corporate Governance Report.

DIRECTORS

Your directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.

During the reporting period, Mrs. Pallavi Sadanand Poojari, Independent Woman Director resigned from the directorship of the Company w.e.f 23^rd August, 2017.

Mrs. Priyanka Gulati has been appointed as an additional Director w.e.f. 25^th May, 2018 and her term as Additional Director expires at the ensuing Annual General Meeting. Her appointment as an Independent Director has been recommended for approval of members at the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

As on date, company has following key managerial personnel in compliance with the provisions of section 203 of the Companies Act 2013.

1. Mr. Umesh Talwar - Vice Chairman & Managing Director

2. Mr. Manish Khanna - Chief Financial Officer

3. Mrs. Seema Narang - Company Secretary

All Directors, key managerial personnel and senior management have confirmed compliance with the company’s Code of Conduct.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state and confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure was made for the same;

b) That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period ended on 31^st March, 2018;

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

d) That Directors have prepared the annual accounts on a going concern basis;

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

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

DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION 149(6)

The Independent Directors have furnished certificates of independence stating that they fulfill the criteria of independence as per the provisions of Section 149(6) of the Companies Act 2013 and are not disqualified to act as an Independent Director. The Board is also of the opinion the Independent Directors fulfill the independence requirement in strict sense and are eligible to continue as Independent Directors of the company.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of Companies Act 2013 and the Articles of Association of the company Mr. Vidur Talwar (DIN 00114643) retires by rotation and being eligible offers himself for re-appointment. Details of the proposal for his re- appointment are mentioned in the explanatory statement annexed to the notice of the 61^st Annual General Meeting. The Board recommends his re-appointment.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

AUDIT COMMITTEE

The Audit Committee held four (4) meetings during the year. The composition of the Audit Committee of the Company is as under:-

Name of Director		Category
Mr. V. Mohan	Chairman	Independent Director
Mr. Anil Kumar Mehra	Member	Independent Director
Mr. Rajive Sawhney	Member	Independent Director
Mr. Amit Burman	Member	Independent Director
Mr. Vidur Talwar	Member	Non- Executive Director
Mr. Anuj Talwar	Member	Executive Director

The Chief Financial Officer, Statutory Auditors and the Internal Auditors of the Company are permanent invitees to the meetings of the Audit Committee. It is a practice of the Committee to extend an invitation to Cost Auditor to attend the meeting as and when required.

Mrs. Seema Narang, Company Secretary, is the Secretary of the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

As required under the listing SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, MD&A is enclosed as Annexure I and is part of this Report.

RELATED PARTY DISCLOSURES

Related party transactions are periodically reviewed and approved by Audit committee and are also placed before the Board for necessary approval. The Company has developed standard operating procedures for the purpose of identification and monitoring of such transactions as referred to in Section 188(1) of the Companies Act, 2013.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.

The contracts or arrangements of the Company with related parties during the period under review were in ordinary course of business and on arms’ length basis and in accordance with the shareholders’ approval by way of special resolution.

The board has approved policy for related party transactions in terms of provision of Regulation 23 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 which is available on company’s website at following link: http://www.talbros.com/ investors/investor-corporate/related-party-policy/ The prescribed Form AOC- 2 giving particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is attached as Annexure II.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Company has appointed M/s. Mazars Advisory Private Limited for carrying out the assignment of Internal Control over Financial Reporting.

REMUNERATION POLICY & BOARD EVALUATION

The Board on the recommendation of the Nomination & Remuneration Committee for selections and appointments of Directors, senior management and decides their remuneration, after reviewing their qualifications, positive attributes, independence of directors, board diversity. Remuneration Policy of the company is based on the fundamental principles of payment for performance, potential, growth and aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The criteria for performance evaluation of directors cover the areas relevant to their functioning as member of Board or its Committees thereof. The manner in which the performance evaluation of the board and its committees thereof, the chairman and the directors individually has been carried out has been explained in the Corporate Governance Report.

CORPORATE GOVERNANCE

A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is enclosed as part of Corporate Governance Report. The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading “Corporate Governance”.

RISK MANAGEMENT POLICY

Risk management forms an integral part of management policy and is an ongoing process integrated with operations.

The Company has formulated a policy and process for risk management. The company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of the risks.

Company has identified various strategic, operational and financial risks which may impact company adversely; however, management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the company.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.

Details of establishment of vigil mechanism/ whistle blower are disclosed in the Corporate Governance Report.

The policy on vigil mechanism is available on company’s website at www.talbros.com.

During the year under review, no employee was denied access to the system to report any grievance.

LISTING OF SHARES

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).

CORPORATE SOCIAL RESPONSIBILITY

Talbros Automotive Components Ltd. (TACL) has formulated Corporate Social Responsibility (CSR) policy which encompasses its philosophy and guides its sustained efforts for supporting socially useful programs for welfare and sustainable development of the weaker sections of the society specially the children and contributed to several NGOs including Savera Association, Talwar Foundation, Helpage India, CRY, Save the Girl, Save the Children committed for attending to education and nutrition needs of the under privileged children and women.

As per Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company has undertaken activities as per the CSR Policy (available on company’s website www.talbros.com) and further details of the CSR activities are contained in the Annexure - III to this Report.

AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s. J C Bhalla & Co., (Firm Registration No. 001111N), Chartered Accountants, New Delhi and M/s. A. R. Sulakhe & Co., (Firm Registration No. 110540W), Chartered Accountants, Branch Auditor for Pune Plant are the Statutory Auditors of the Company.

The Report given by M/s. J C Bhalla & Co., Chartered Accountants, Statutory Auditors on the financial statement of the Company for the financial year 2017-18 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Secretarial Auditors

The Board re-appointed Mrs. Kiran Sharma (membership no. 4942 & certificate of practice no. 3116) a practicing Company Secretary for carrying out secretarial audit in terms of the provisions of Section 204 of the Companies Act, 2013 for the financial year 2018-19.

The Secretarial Audit Report for the financial year ended 31^st March, 2018 as provided by M/s. Kiran Sharma & Associates, Practicing Company Secretary is annexed to this Report as Annexure IV and forms part of this report.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder M/s Vijendra Sharma & Co., Cost accountants (Firm Registration No. 00180) were reappointed as the cost auditors of the Company for the financial year ending 31^st March, 2018 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2016-17 issued by M/s. Vijendra Sharma & Co., Cost accountants (Firm Registration No. 00180) in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs (MCA) during the year.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of the ensuing Annual General Meeting. Further on the recommendation of the Audit Committee the Board of Directors have also re-appointed them as Cost Auditors for financial year 2018-19, to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures as on 31^st March, 2018 in Form AOC-1 is annexed to this Report as Annexure V.

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

In accordance with the requirements of Section 134(3) (m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure VI and form part of this report.

PARTICULARS OF EMPLOYEES AND RATIO OF DIRECTOR REMUNERATION TO MEDIAN EMPLOYEES’ REMUNERATION

There is no employee drawing salary above the limits prescribed under Section 197(12). Hence there is no i n for ma t i o n requ i red a s p rov i d ed u nd er Sect i on 197(12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report Annexure -VII.

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. It is the collective spirit of partnership across all sections of employees and their sense of ownership and commitment that has helped the Company to grow.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form MGT-9 forms part of Board’s report and is annexed herewith as Annexure- VIII.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company’s operations in future.

There have been no material changes and commitments which affect the financial position of the company between the end of the financial year and the date of this report including change in capital structure.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the support given by our customers, shareholders, employees, financial institutions and banks and all other stakeholders, and we look forward to their continued support.

For and on behalf of the Board

Sd/- Sd/-

Umesh Talwar Anuj Talwar

Vice Chairman Joint Managing Director and Managing Director

Place: Gurugram

Date: 25^th May, 2018

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Mar 31, 2016

To The Members,

The Directors have pleasure in presenting 30^th Annual Report on the business and operations of the Company along with the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31^st March 2016.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars	Year Ended 31st March, 2016	Year Ended 31st March, 2015
Gross Sales	15,407.52	13,829.10
Less: Excise Duty	1,476.78	1,209.16
Net Sales	13,930.74	12,619.94
Other Income	206.02	260.38
Total Income	14,136.76	12,880.32
Profit before Interest,	1,165.80	1,264.18
Depreciation & Tax
Less: Interest	290.74	245.33
Depreciation	354.30	358.90
Profit Before Tax	520.76	659.95
Less: Previous Year adjustments	NIL	2.86
Provision for Wealth Tax	NIL	0.47
Provision for current	200.00	244.60
year income-tax
Provision for Deferred Tax	(15.79)	(42.86)
Net Profit after tax	336.55	454.88
Add : Balance carried from	2,034.20	1,808.49
Profit & Loss A/c
Net profit after tax and	2,370.75	2,263.37
adjustments
Dividends
Less: Interim Dividend	NIL	NIL
Final Dividend (Proposed)	NIL	152.30
Dividend Distribution Tax on	NIL	31.87
Proposed Dividend
Transferred to General Reserve	34.00	45.00
Balance carried to Balance Sheet	2,336.75	2,034.20
EPS (Basic)	13.26	17.92
EPS (Diluted)	13.26	17.92

REVIEW OF OPERATIONS:

The net revenue from operations of the Company stands at Rs. 13,930.74 Lacs in this financial year ended on 31^st March, 2016 at a growth of around 10.39 % as against Rs. 12,619.94 Lacs for the previous financial year. The net profit after tax for this year is Rs. 336.55 Lacs as compared to Rs. 454.87 Lacs for the previous financial year resulting a decline of 26.00%. This decline in profits is due to the higher interest burden, due to capex investment and also the increase in input cost not recoverable from customers in a comparative market. The continuous slide downwards of steel prices during the course of year resulted in low margins while disposing the higher price inventory. Finally, due to extreme pressure from domestic OEMs, focus got diluted from the export segment. With an increase in capacity coming through financial year 2016-17, we can expect higher focus on exports.

Reserves & Surplus as on 31^st March, 2016 will stand at Rs. 3,338.07 Lacs as against the paid-up capital of Rs. 253.83 Lacs.

DIVIDEND:

Your Directors does not recommend dividend for the financial year 2015-16 keeping in mind the expansions planned for better growth of the Company. Land has been acquired for two new plants. Commercial production in one plant is expected to start from December, 2016.

TRANSFER TO GENERAL RESERVE:

The Company proposes a transfer of Rs. 34,00,000/- (Rupees Thirty Four Lacs) to the general reserves out of the amount available for appropriation and an amount of Rs. 3.03 Crores is proposed to be retained in the profit and loss account.

SHARE CAPITAL

The paid up equity capital of the Company as on March 31, 2016 was Rs. 253.83 Lacs during the year under review.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

In terms of Section 125 of the Companies Act, 2013, no unclaimed dividend in relation to any financial year is due for remittance to the Investor Education and Protection Fund established by the Central Government.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. The Company has appointed M/s Harshit Bansal & Associates, Chartered Accountants as Internal Auditors of the Company for financial year 2015-16. To maintain the objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the Managing Director/CEO.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company, accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control.

MARKETING AND EXPORT:

The export sales have been declined to Rs. 2,200.92 Lacs in financial year 2015-16 as against Rs. 2,870.32 Lacs in previous year.

RATING:

Your Company has been assigned a rating of BBB for Long Term Bank Facilities (Term Loans) of Rs. 10.80 Crores and rating of BBB /A2 for Long / Short Term Bank Facilities (Fund Based Limits) availed from Indusind Bank Limited and DBS Bank Ltd The rating is assigned by CARE (Credit Analysis & Research Limited).

SUBSIDIARIES:

The Company is not having any subsidiary company.

DIRECTORS:

The Board of Directors consists of executive and nonexecutive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

Mr. Sanjay Sharma, Executive Director is liable to retire by rotation and being eligible offers himself for reappointment. Your Directors recommend for his reappointment.

Pursuant to section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the year are Mr. Tarun Talwar, Managing Director, Mr. Kanwar Pal Pawar, Chief Financial Officer and Mr. Ankush Jindal, Company Secretary. There has been no change in the key managerial personnel during the year.

Further, Mr. Kartik Talwar, Non Executive Non Independent Director has resigned from the Directorship effective from 29^th April, 2016. In order to maintain the proper quorum and in compliance with the Companies Act, 2013 and rules made thereunder and SEBI (Listing Regulations), 2015, the Board of Directors has appointed Mrs. Gita Talwar, Mr. Kuldeep Singh Bhalla and Mr. Nitin Agarwal as Additional Directors of the Company w.e.f. 29^th April, 2016.

Afterwards, Mrs. Gita Talwar and Mr. Nitin Agarwal have also resigned from the post of Additional Directors effective from 06^th June, 2016 and the Board has accepted the same in Board Meeting held on 07^th June, 2016. Also, the Board has decided to re-designate Mr. Tarun Talwar from Managing Director to Chief Executive Officer (CEO) of the Company effective from 07^th June, 2016.

Your Directors recommend to pass necessary resolution for appointment of Mr. Kuldeep Singh Bhalla as Independent Director as set out in the item no. 4 of the notice of the annual general meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134(5), the Board confirm and submit the Directors, Responsibility Statement:-

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

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

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis;

(v) 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; and

(vi) 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.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149(6) of the Companies Act, 2013 and under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 7 (Seven) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, Independent Directors at their meeting without the participation of the Non Independent Directors and Management, considered / evaluated the Boards'' performance including the chairman.

The Board subsequently evaluated its own performance, the working of its committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).

The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.

POLICY OF DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Company''s policy on director''s appointment and remuneration and other matters pursuant to section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of this report.

CODE OF CONDUCT:

The Board of Directors has approved a code of conduct applicable to the members of the Board, principal executive officers, principal financial officers, principal accounting officers or controllers and all senior management of the Company. The code has been titled as “Code of Ethics for Designated Persons”. The same has been posted on the website of the Company www.talbrosaxles.com.

The code lays down as standard procedure for efficient working of designated employees and to build a transparency between the management and stakeholders of the Company, compliance with governmental laws, rules and regulations.

The Designated employees have confirmed the compliance with the code of conduct.

AUDIT COMMITTEE:

The Audit Committee consists of 3 (Three) Directors with Independent Director as chairman. During the year five meetings of the committee were held. The responsibility and duties of Audit Committee have been detailed in the Corporate Governance Report.

The Committee has been reconstituted on 07^th June, 2016 as detailed in Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee consists of 3 (three) Non Executive Directors. During the year 1 (One) meeting has been held. The key areas of Committee have been detailed in Corporate Governance Report.

The Committee has been reconstituted on 29^th April, 2016 and 07^th June, 2016 as detailed in Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The detail of investments made by the Company is given in the notes to the financial statements.

RELATED PARTY TRANSACTIONS:

The Company has entered into transactions with a related party for availing job work services. The said party is covered under the definition of related party as per Listing Agreement. The transactions entered into with the related party during the financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Information on transaction with related parties pursuant to section 134(3)(h) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in form AOC-2 and the same forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company.

The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit.

Your Company affirms that no complaints have been received during the year under review.

STATUTORY AUDITORS:

Comments of the Auditors in their report and the notes forming part of the Balance Sheet are self explanatory and need no comments. The Auditors can be appointed for two more years in term of section 139(2) of the Companies Act, 2013.

Your directors request the ratification of M/s Rakesh Raj & Associates as Statutory Auditors for Financial Year 201617. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 141 of the Companies Act, 2013

You are requested to ratify their appointment as Statutory Auditors form the conclusion of this Annual General Meeting up to the conclusion of 31^st Annual General Meeting.

SECRETARIAL AUDIT REPORT AND THE APPOINTMENT OF THE SECRETARIAL AUDITOR:

The Company has appointed M/s Sonal Agarwal & Associates, Company Secretaries to hold the office of Secretarial Auditors and to conduct the Secretarial Audit and the Secretarial Audit Report for the financial year ended on 31^st March, 2016 is being attached with the Director''s Report as Annexure - B which is self explanatory and needs no comments.

COST AUDITOR’S AND THEIR REPORT:

Cost Audit is not applicable on the product being manufactured by the Company.

INSURANCE AND RISK MANAGEMENT:

The assets of the Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management and suggested by the bankers of the Company.

PREVENTION OF INSIDER TRADING:

The SEBI has notified SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new code for prevention of insider trading. The same has also been published on the website of the Company.

The code inter alia contains the formalities / pre clearance required for dealing in company''s shares and prohibits the sale or purchase by the Directors and designated employees while in possession of the unpublished price sensitive information and during the closure of trading window. The Board is responsible for implementation of the code.

All the directors and designated employees have confirmed compliance with the code.

DEPOSITS:

The Company has not accepted any deposits from public during the year.

CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory

Auditor''s Certificate dated 05 August, 2016 in accordance with SEBI (Listing Regulations), 2015 and report on Corporate Governance is annexed to and forming part of the Director''s Report.

Mr. Tarun Talwar, Chief Executive Officer and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in Schedule V of SEBI (Listing Regulations), 2015.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to discharging its social responsibility as a good corporate citizen. As part of its social responsibility, the Company has contributed to various NGOs for promoting good education, building schools for under privileged children’s, contribution for softwares and hardwares required for providing good knowledge and education to the children’s.

Further, the Company has also contributed to a NGO namely Shree Sardar Vallabhai Patel Rotary General Hospital Trust for promoting health in rural areas where people lack the right guidance for regular health checkups and proper treatment.

The Company has contributed a major portion of its CSR expenditure in construction of Orphange house in Dehradun.

Also, the Company has taken an initiative to maintain the flora around its Registered Office.

The Board provide a brief outline of the Company''s CSR Policy including the statement of intent reflecting the ethos of the Company, broad areas of CSR interest and an overview of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company.

The present Composition of the CSR committee is:

1. Mr. Sanjay Sharma, Executive Director

2. Mr. Vijay Kumar Sharma, Executive Director

3. Mr. Sunil Kumar, Independent Director

The average net profit of the company for last three (3) financial years is Rs. 6.70 Crores (approx). The threshold limit (2%) is Rs. 13.40 Lacs (approx). The total proposed spending on CSR for year 2015-16 was Rs. 14.77 Lacs (approx.) including unspent amount of Rs. 1.37 Lacs for year 2014-15.

The total amount spent by the Company in year 2015-16 is Rs. 14.80 Lakhs.

The details of CSR activities / projects undertaken during the financial year under review are as follows:

S. No.	CSR Project/activity identified	Sector in which the project is covered	Projects/ Programs Local area/others	Amount outlay (budget) project or programs wise (Rs. In Lakhs)	Amount spent on the project/ Program (Rs. In Lakhs)	Cumulative expenditure up to the date of reporting period (Rs. In Lakhs)	Amount Spent: Director or through implementing agency (Rs. In Lakhs)
1	Promoting Preventive Health Care	Healthcare	Ankleshwar (Gujarat)	2.00	2.00	2.00	2.00
2	Promoting Education	Education	New Delhi	3.00	3.00	3.00	3.00
3	Building Construction for Orphans	Construction	Dehradun	5.00	5.00	5.00	5.00
4	Promoting Education and Health Care	Education & Healthcare	New Delhi	1.00	1.00	1.00	1.00
5	Protection of Flora & Fauna 1	lora & Fauna	Faridabad	3.80	3.80	3.80	3.80
				14.80	14.80	14.80	14.80

* Details of Implementing Agency: Shree Sardar Vallabhai Patel Rotary General Hospital Trust, RBTH Singh Memorial Charitable Hospital Society, Shri Shradhanand Bal Vanita Ashram and Savera Association.

MANAGEMENT DISCUSSION AND ANALYSIS:

A Management discussion and Analysis as required under the Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forming part of the Directors'' Report.

CONSERVATION OF ENERGY, REASEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars prescribed under section 134(3)(m) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure - A to the Board''s Report.

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee of the company has received the remuneration in excess to the limits set out in the rules.

Further, pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Board''s Report are provided hereunder:

(a) Ratio of remuneration of each director to the median remuneration of employees of the Company

Amount (In Rs.)

Name of the Director	Designation	Remuneration paid	Ratio to median remuneration
Mr. Tarun Talwar	Managing Director	52.56	37.75
Mr. Sanjay Sharma	Executive Director	9.26	6.65
Mr. Vijay Kumar Sharma	Executive Director	9.18	6.59
Mr. Kartik Talwar	Director	0.00	Not Applicable
Mr. Sunil Kumar	Independent Director	0.05	Only sitting fees paid
Ms. Priyanka Khattar	Independent Director	0.05	Only sitting fees paid

(b) Percentage increase in remuneration of Directors and KMPs

Amount (In Rs.)

Name of the Director/KMP	Designation	Remuneration for the year ended 2015-16	Remuneration for the year ended 2015-16	% change during the year
Mr. Tarun Talwar	Managing Director	52.56	32.30	62.72
Mr. Sanjay Sharma	Executive Director	9.26	8.80	5.23
Mr. Vijay Kumar Sharma	Executive Director	9.18	8.72	5.28
Mr. Kartik Talwar	Director	0.00	0.00	0.00
Mr. Sunil Kumar	Independent Director	0.05	0.05	0.00
Ms. Priyanka Khattar	Independent Director	0.05	0.05	0.00
Mr. Ankush Jindal	Company Secretary	5.35	4.20*	27.38
Mr. Kanwar Pal Pawar	CFO	3.28	3.09	6.15

* Remuneration paid for the period 01^st June, 2014 to 31^st March, 2015.

(c) The median remuneration of the employees has increased by 6.76 % in 2015-16 as compared to 2014-15

(d) Number of permanent employees on the rolls of the Company.

Financial Year	No. of Employees
2014-15	192
2015-16	217

These numbers are exclusive of Directors and President of the Company.

(e) The Company''s overall turnover has been increased by 10.39% and keeping in mind the performance of company viz a viz Directors and KMPs, the company has incremented their salaries based on the position and responsibilities allocated to them. The Company has paid remuneration in line with the policy adopted for payment of remuneration.

(f) Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Particulars	Amount (In Crores)
Aggregate Remuneration of key managerial personnel in FY 2015-16	0.80
Revenue for the year 2015-16	141.37
Remuneration of KMPs (as a % of revenue)	0.57
Profit Before Tax (PBT)	5.21
Remuneration of KMPs (as a % of PBT)	15.36

(g) Market Capitalization and Price Earnings Ratio

Particulars	As on 31st March, 2016	As on 31st March, 2015
Price Earnings Ratio	11.92	3.56
Market Capitalization (Rs. In Crores)	40.10	16.19

Net worth of the
Company ( Rs. In Crores)	35.92	32.56

(h) There is no variable component availed by the directors during the year.

(i) No employee has received remuneration in excess to the remuneration paid to Mr. Tarun Talwar, Managing Director of the Company during the year.

(j) We affirm that the remuneration paid to Directors, Key Managerial Personnel''s and employees is as per the remuneration policy of the Company.

CORPORATE GOVERNANCE CERTIFICATE:

The Compliance Certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Regulations), 2015 has been annexed to this report.

EXTRACTS OF THE ANNUAL RETURN:

The Extracts of the Annual Return for the year 2015-16 being attached with the Directors Report as Annexure - C

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board

Sd/-

Place: Faridabad Sanjay Sharma

Date : 05 August, 2016 Chairman

---

Mar 31, 2016

To The Members,

The Directors have pleasure in presenting 30^th Annual Report on the business and operations of the Company along with the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31^st March 2016.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars	Year Ended 31st March, 2016	Year Ended 31st March, 2015
Gross Sales	15,407.52	13,829.10
Less: Excise Duty	1,476.78	1,209.16
Net Sales	13,930.74	12,619.94
Other Income	206.02	260.38
Total Income	14,136.76	12,880.32
Profit before Interest,	1,165.80	1,264.18
Depreciation & Tax
Less: Interest	290.74	245.33
Depreciation	354.30	358.90
Profit Before Tax	520.76	659.95
Less: Previous Year adjustments	NIL	2.86
Provision for Wealth Tax	NIL	0.47
Provision for current	200.00	244.60
year income-tax
Provision for Deferred Tax	(15.79)	(42.86)
Net Profit after tax	336.55	454.88
Add : Balance carried from	2,034.20	1,808.49
Profit & Loss A/c
Net profit after tax and	2,370.75	2,263.37
adjustments
Dividends
Less: Interim Dividend	NIL	NIL
Final Dividend (Proposed)	NIL	152.30
Dividend Distribution Tax on	NIL	31.87
Proposed Dividend
Transferred to General Reserve	34.00	45.00
Balance carried to Balance Sheet	2,336.75	2,034.20
EPS (Basic)	13.26	17.92
EPS (Diluted)	13.26	17.92

REVIEW OF OPERATIONS:

The net revenue from operations of the Company stands at Rs. 13,930.74 Lacs in this financial year ended on 31^st March, 2016 at a growth of around 10.39 % as against Rs. 12,619.94 Lacs for the previous financial year. The net profit after tax for this year is Rs. 336.55 Lacs as compared to Rs. 454.87 Lacs for the previous financial year resulting a decline of 26.00%. This decline in profits is due to the higher interest burden, due to capex investment and also the increase in input cost not recoverable from customers in a comparative market. The continuous slide downwards of steel prices during the course of year resulted in low margins while disposing the higher price inventory. Finally, due to extreme pressure from domestic OEMs, focus got diluted from the export segment. With an increase in capacity coming through financial year 2016-17, we can expect higher focus on exports.

Reserves & Surplus as on 31^st March, 2016 will stand at Rs. 3,338.07 Lacs as against the paid-up capital of Rs. 253.83 Lacs.

DIVIDEND:

Your Directors does not recommend dividend for the financial year 2015-16 keeping in mind the expansions planned for better growth of the Company. Land has been acquired for two new plants. Commercial production in one plant is expected to start from December, 2016.

TRANSFER TO GENERAL RESERVE:

The Company proposes a transfer of Rs. 34,00,000/- (Rupees Thirty Four Lacs) to the general reserves out of the amount available for appropriation and an amount of Rs. 3.03 Crores is proposed to be retained in the profit and loss account.

SHARE CAPITAL

The paid up equity capital of the Company as on March 31, 2016 was Rs. 253.83 Lacs during the year under review.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

In terms of Section 125 of the Companies Act, 2013, no unclaimed dividend in relation to any financial year is due for remittance to the Investor Education and Protection Fund established by the Central Government.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. The Company has appointed M/s Harshit Bansal & Associates, Chartered Accountants as Internal Auditors of the Company for financial year 2015-16. To maintain the objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the Managing Director/CEO.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company, accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control.

MARKETING AND EXPORT:

The export sales have been declined to Rs. 2,200.92 Lacs in financial year 2015-16 as against Rs. 2,870.32 Lacs in previous year.

RATING:

Your Company has been assigned a rating of BBB for Long Term Bank Facilities (Term Loans) of Rs. 10.80 Crores and rating of BBB /A2 for Long / Short Term Bank Facilities (Fund Based Limits) availed from Indusind Bank Limited and DBS Bank Ltd The rating is assigned by CARE (Credit Analysis & Research Limited).

SUBSIDIARIES:

The Company is not having any subsidiary company.

DIRECTORS:

The Board of Directors consists of executive and nonexecutive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

Mr. Sanjay Sharma, Executive Director is liable to retire by rotation and being eligible offers himself for reappointment. Your Directors recommend for his reappointment.

Pursuant to section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the year are Mr. Tarun Talwar, Managing Director, Mr. Kanwar Pal Pawar, Chief Financial Officer and Mr. Ankush Jindal, Company Secretary. There has been no change in the key managerial personnel during the year.

Further, Mr. Kartik Talwar, Non Executive Non Independent Director has resigned from the Directorship effective from 29^th April, 2016. In order to maintain the proper quorum and in compliance with the Companies Act, 2013 and rules made thereunder and SEBI (Listing Regulations), 2015, the Board of Directors has appointed Mrs. Gita Talwar, Mr. Kuldeep Singh Bhalla and Mr. Nitin Agarwal as Additional Directors of the Company w.e.f. 29^th April, 2016.

Afterwards, Mrs. Gita Talwar and Mr. Nitin Agarwal have also resigned from the post of Additional Directors effective from 06^th June, 2016 and the Board has accepted the same in Board Meeting held on 07^th June, 2016. Also, the Board has decided to re-designate Mr. Tarun Talwar from Managing Director to Chief Executive Officer (CEO) of the Company effective from 07^th June, 2016.

Your Directors recommend to pass necessary resolution for appointment of Mr. Kuldeep Singh Bhalla as Independent Director as set out in the item no. 4 of the notice of the annual general meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134(5), the Board confirm and submit the Directors, Responsibility Statement:-

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

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

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis;

(v) 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; and

(vi) 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.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of section 149(6) of the Companies Act, 2013 and under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 7 (Seven) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, Independent Directors at their meeting without the participation of the Non Independent Directors and Management, considered / evaluated the Boards'' performance including the chairman.

The Board subsequently evaluated its own performance, the working of its committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).

The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.

POLICY OF DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Company''s policy on director''s appointment and remuneration and other matters pursuant to section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of this report.

CODE OF CONDUCT:

The Board of Directors has approved a code of conduct applicable to the members of the Board, principal executive officers, principal financial officers, principal accounting officers or controllers and all senior management of the Company. The code has been titled as “Code of Ethics for Designated Persons”. The same has been posted on the website of the Company www.talbrosaxles.com.

The code lays down as standard procedure for efficient working of designated employees and to build a transparency between the management and stakeholders of the Company, compliance with governmental laws, rules and regulations.

The Designated employees have confirmed the compliance with the code of conduct.

AUDIT COMMITTEE:

The Audit Committee consists of 3 (Three) Directors with Independent Director as chairman. During the year five meetings of the committee were held. The responsibility and duties of Audit Committee have been detailed in the Corporate Governance Report.

The Committee has been reconstituted on 07^th June, 2016 as detailed in Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee consists of 3 (three) Non Executive Directors. During the year 1 (One) meeting has been held. The key areas of Committee have been detailed in Corporate Governance Report.

The Committee has been reconstituted on 29^th April, 2016 and 07^th June, 2016 as detailed in Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The detail of investments made by the Company is given in the notes to the financial statements.

RELATED PARTY TRANSACTIONS:

The Company has entered into transactions with a related party for availing job work services. The said party is covered under the definition of related party as per Listing Agreement. The transactions entered into with the related party during the financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Information on transaction with related parties pursuant to section 134(3)(h) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in form AOC-2 and the same forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The policy on Vigil Mechanism/Whistle Blower is hosted on the website of the Company.

The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit.

Your Company affirms that no complaints have been received during the year under review.

STATUTORY AUDITORS:

Comments of the Auditors in their report and the notes forming part of the Balance Sheet are self explanatory and need no comments. The Auditors can be appointed for two more years in term of section 139(2) of the Companies Act, 2013.

Your directors request the ratification of M/s Rakesh Raj & Associates as Statutory Auditors for Financial Year 201617. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 141 of the Companies Act, 2013

You are requested to ratify their appointment as Statutory Auditors form the conclusion of this Annual General Meeting up to the conclusion of 31^st Annual General Meeting.

SECRETARIAL AUDIT REPORT AND THE APPOINTMENT OF THE SECRETARIAL AUDITOR:

The Company has appointed M/s Sonal Agarwal & Associates, Company Secretaries to hold the office of Secretarial Auditors and to conduct the Secretarial Audit and the Secretarial Audit Report for the financial year ended on 31^st March, 2016 is being attached with the Director''s Report as Annexure - B which is self explanatory and needs no comments.

COST AUDITOR’S AND THEIR REPORT:

Cost Audit is not applicable on the product being manufactured by the Company.

INSURANCE AND RISK MANAGEMENT:

The assets of the Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management and suggested by the bankers of the Company.

PREVENTION OF INSIDER TRADING:

The SEBI has notified SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new code for prevention of insider trading. The same has also been published on the website of the Company.

The code inter alia contains the formalities / pre clearance required for dealing in company''s shares and prohibits the sale or purchase by the Directors and designated employees while in possession of the unpublished price sensitive information and during the closure of trading window. The Board is responsible for implementation of the code.

All the directors and designated employees have confirmed compliance with the code.

DEPOSITS:

The Company has not accepted any deposits from public during the year.

CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory

Auditor''s Certificate dated 05 August, 2016 in accordance with SEBI (Listing Regulations), 2015 and report on Corporate Governance is annexed to and forming part of the Director''s Report.

Mr. Tarun Talwar, Chief Executive Officer and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in Schedule V of SEBI (Listing Regulations), 2015.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to discharging its social responsibility as a good corporate citizen. As part of its social responsibility, the Company has contributed to various NGOs for promoting good education, building schools for under privileged children’s, contribution for softwares and hardwares required for providing good knowledge and education to the children’s.

Further, the Company has also contributed to a NGO namely Shree Sardar Vallabhai Patel Rotary General Hospital Trust for promoting health in rural areas where people lack the right guidance for regular health checkups and proper treatment.

The Company has contributed a major portion of its CSR expenditure in construction of Orphange house in Dehradun.

Also, the Company has taken an initiative to maintain the flora around its Registered Office.

The Board provide a brief outline of the Company''s CSR Policy including the statement of intent reflecting the ethos of the Company, broad areas of CSR interest and an overview of activities proposed to be undertaken. The CSR policy has been hosted on the website of the Company.

The present Composition of the CSR committee is:

1. Mr. Sanjay Sharma, Executive Director

2. Mr. Vijay Kumar Sharma, Executive Director

3. Mr. Sunil Kumar, Independent Director

The average net profit of the company for last three (3) financial years is Rs. 6.70 Crores (approx). The threshold limit (2%) is Rs. 13.40 Lacs (approx). The total proposed spending on CSR for year 2015-16 was Rs. 14.77 Lacs (approx.) including unspent amount of Rs. 1.37 Lacs for year 2014-15.

The total amount spent by the Company in year 2015-16 is Rs. 14.80 Lakhs.

The details of CSR activities / projects undertaken during the financial year under review are as follows:

S. No.	CSR Project/activity identified	Sector in which the project is covered	Projects/ Programs Local area/others	Amount outlay (budget) project or programs wise (Rs. In Lakhs)	Amount spent on the project/ Program (Rs. In Lakhs)	Cumulative expenditure up to the date of reporting period (Rs. In Lakhs)	Amount Spent: Director or through implementing agency (Rs. In Lakhs)
1	Promoting Preventive Health Care	Healthcare	Ankleshwar (Gujarat)	2.00	2.00	2.00	2.00
2	Promoting Education	Education	New Delhi	3.00	3.00	3.00	3.00
3	Building Construction for Orphans	Construction	Dehradun	5.00	5.00	5.00	5.00
4	Promoting Education and Health Care	Education & Healthcare	New Delhi	1.00	1.00	1.00	1.00
5	Protection of Flora & Fauna 1	lora & Fauna	Faridabad	3.80	3.80	3.80	3.80
				14.80	14.80	14.80	14.80

* Details of Implementing Agency: Shree Sardar Vallabhai Patel Rotary General Hospital Trust, RBTH Singh Memorial Charitable Hospital Society, Shri Shradhanand Bal Vanita Ashram and Savera Association.

MANAGEMENT DISCUSSION AND ANALYSIS:

A Management discussion and Analysis as required under the Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forming part of the Directors'' Report.

CONSERVATION OF ENERGY, REASEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars prescribed under section 134(3)(m) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure - A to the Board''s Report.

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee of the company has received the remuneration in excess to the limits set out in the rules.

Further, pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Board''s Report are provided hereunder:

(a) Ratio of remuneration of each director to the median remuneration of employees of the Company

Amount (In Rs.)

Name of the Director	Designation	Remuneration paid	Ratio to median remuneration
Mr. Tarun Talwar	Managing Director	52.56	37.75
Mr. Sanjay Sharma	Executive Director	9.26	6.65
Mr. Vijay Kumar Sharma	Executive Director	9.18	6.59
Mr. Kartik Talwar	Director	0.00	Not Applicable
Mr. Sunil Kumar	Independent Director	0.05	Only sitting fees paid
Ms. Priyanka Khattar	Independent Director	0.05	Only sitting fees paid

(b) Percentage increase in remuneration of Directors and KMPs

Amount (In Rs.)

Name of the Director/KMP	Designation	Remuneration for the year ended 2015-16	Remuneration for the year ended 2015-16	% change during the year
Mr. Tarun Talwar	Managing Director	52.56	32.30	62.72
Mr. Sanjay Sharma	Executive Director	9.26	8.80	5.23
Mr. Vijay Kumar Sharma	Executive Director	9.18	8.72	5.28
Mr. Kartik Talwar	Director	0.00	0.00	0.00
Mr. Sunil Kumar	Independent Director	0.05	0.05	0.00
Ms. Priyanka Khattar	Independent Director	0.05	0.05	0.00
Mr. Ankush Jindal	Company Secretary	5.35	4.20*	27.38
Mr. Kanwar Pal Pawar	CFO	3.28	3.09	6.15

* Remuneration paid for the period 01^st June, 2014 to 31^st March, 2015.

(c) The median remuneration of the employees has increased by 6.76 % in 2015-16 as compared to 2014-15

(d) Number of permanent employees on the rolls of the Company.

Financial Year	No. of Employees
2014-15	192
2015-16	217

These numbers are exclusive of Directors and President of the Company.

(e) The Company''s overall turnover has been increased by 10.39% and keeping in mind the performance of company viz a viz Directors and KMPs, the company has incremented their salaries based on the position and responsibilities allocated to them. The Company has paid remuneration in line with the policy adopted for payment of remuneration.

(f) Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Particulars	Amount (In Crores)
Aggregate Remuneration of key managerial personnel in FY 2015-16	0.80
Revenue for the year 2015-16	141.37
Remuneration of KMPs (as a % of revenue)	0.57
Profit Before Tax (PBT)	5.21
Remuneration of KMPs (as a % of PBT)	15.36

(g) Market Capitalization and Price Earnings Ratio

Particulars	As on 31st March, 2016	As on 31st March, 2015
Price Earnings Ratio	11.92	3.56
Market Capitalization (Rs. In Crores)	40.10	16.19

Net worth of the
Company ( Rs. In Crores)	35.92	32.56

(h) There is no variable component availed by the directors during the year.

(i) No employee has received remuneration in excess to the remuneration paid to Mr. Tarun Talwar, Managing Director of the Company during the year.

(j) We affirm that the remuneration paid to Directors, Key Managerial Personnel''s and employees is as per the remuneration policy of the Company.

CORPORATE GOVERNANCE CERTIFICATE:

The Compliance Certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Regulations), 2015 has been annexed to this report.

EXTRACTS OF THE ANNUAL RETURN:

The Extracts of the Annual Return for the year 2015-16 being attached with the Directors Report as Annexure - C

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board

Sd/-

Place: Faridabad Sanjay Sharma

Date : 05 August, 2016 Chairman

---

Mar 31, 2016

Dear Members,

The Directors are pleased to present the 59th Annual Report of your company along with Audited Accounts and the Auditors'' Report thereon for the Financial Year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

Particulars:	Year Ended March 31, 2016	Year Ended March 31, 2015
Net Revenue from Operations	31,008.52	31,083.89
Profit before Interest and Depreciation	3,646.56	4,051.65
Less : Interest	1,662.48	1,753.95
Depreciation	814.10	803.04
Profit before Tax before Exceptional Item	1,169.98	1,494.66
Exceptional Item	0.00	(186.86)
Profit before Tax and after Exceptional Item	1,169.98	1,307.80
Less: Provision for Taxation	232.00	276.00
Provision for Deferred Tax	358.39	32.80
MAT Credit Entitlement	(232.00)	-
Less: (Excess)/ Short provision of tax for earlier years written back/provided	(6.88)	1.15
Profit after Tax	818.48	997.85
Add: Balance Brought forward from last year	5,751.88	5,026.91
Profit available for appropriations	6,570.36	6,024.76
Appropriations:
Proposed Dividend	185.18	185.18
Tax on Dividend	37.70	37.70
Transfer to General Reserve	50.00	50.00
Balance carried forward	6,297.48	5,751.88
Total	6,570.36	6,024.76

FINANCIAL REVIEW

During the financial year 2015-16 there was robust growth in demand for Commercial and Passenger Vehicles. Goods carriers have seen turn around after general election 2014 with the Govt. focusing strongly on infrastructure development. Mining in mineral production industry has also seen turn around and it is estimated that both these industries will take goods carriers segment at above 15% growth rate for the current year. Last two years several macro economic factors such as falling interest rates and decreasing fuel price brought increased end customers attention and in turn demand. The similar trend is expected to continue for next couple of years.

The Utility Vehicles segment maintained its growth rates due to regular new product launches and is expected to do even better in next couple of years with launch of products like Hundai Creta, Maruti Brezza and Mahindra KUV.

The Tractor segment showed a negative growth. This segment is directly dependent on Monsoon due to its major agriculture use. Last two years India witnessed a consecutive Monsoon deficit which lead to drastic drop in Tractors sale.

Tractors segments are expected to grow at a fast pace, compensating for last two years due to good Monsoon projected for next two years.

Two wheelers segment grew at around 12% primarily by strong demand for scooter in Urban Markets.

Comparative production of vehicles in different segments over three years has been as follows.

(Production in Nos.)

Segment	Sub segment	2013-14	2014-15		2015-	16
		(Nos.)	(Nos.)	Growth	(Nos.)	Growth
Commercial	LCVs - Goods Carriers	4,32,102	3,83,155	-11.33%	3,90,979	2.04%
Vehicles	LCVs - Passenger Carriers	45,136	46,585	3.21%	50,654	8.73%
	M & HCVs - Goods Carriers	1,80,451	2,19,193	21.47%	2,86,994	30.93%
	M & HCVs - Passenger Carriers	41,175	49,365	19.89%	54,187	9.77%
Passenger	Passenger Cars	23,11,972	24,22,158	4.77%	25,19,444	4.02%
Vehicles	Utility Vehicles	5,63,986	6,26,296	11.05%	7,11,830	13.66%
	Vans	1,96,693	1,72,965	-12.06%	1,82,585	5.56%
Three Wheelers	Goods Carrier	96,872	1,03,647	6.99%	99,816	-3.70%
	Passenger Carrier	7,33,248	8,45,372	15.29%	8,34,134	-1.33%
Tractors	Tractors	6,96,801	6,12,994	-12.03%	5,71,565	-6.76%
Two wheelers	Mopeds	7,32,210	7,55,345	3.16%	7,37,886	-2.31%
	Motor cycles/ Step-Throughs	1,24,71,488	1,30,11,219	4.39%	1,28,16,012	-1.50%
	Scooter/ Scooterettee	36,76,193	47,22,747	28.5%	52,75,888	11.71%

Source: Society of Indian Automobile Manufacturers

NEW INITIATIVES

In Financial year 2015, your company had a healthy mix of 67% from OEM business, 19% from Exports and balance from the aftermarket. Your Company has moved closer to its major technology up-gradation at its Gasket Division. The dedicated line for manufacturing Heat Shields adopting latest technology acquired through Sanwa Packaging Co. Ltd., a well-known Japanese company has been successfully installed. It is a natural extension to the Gaskets; it''s a new product line and a new initiative by Talbros.

Your Company is 100% asbestos free and this initiative that the management took is enabling exports to grow in the coming years. In the gasket business your Company has a vision to take exports up from 13% currently to about 20% over next three years. In addition, the existing capacity for producing Gaskets was improved and increased by internal efficiency building which has resulted in capacity enhancement of about 20%.

Initiation taken during the year 2015-16 on product diversification towards Heat shields and new technology oriented products further enhanced by discussing with customers regarding future product line they will be introducing and the requirements in terms of products as well as specifications which need to be developed were initiated and many of these products will be introduced in the market in financial year 2016-17.

Further, introduction of new technologies in financial year 2015-16 were taken up with the International OEM customers who have accepted TALBROS for their future supplies which will enhance growth in exports significantly in upcoming years. The Company has orders from the markets of US, Turkey, Italy and is working closely with new customers in America, Turkey, Iran and Mexico.

On the other side at Forging Plant, your company is currently looking at restructuring the business through various strategic options to be able to generate newer growth drivers.

The revenue for Forging Division in 2015-16 is Rs.6238 lacs against sales value of Rs.6843 lacs in 2014-15. The reason for lower sales in 2015-16 was largely on account of the slowdown induced across the European markets.

For its Forging Division at Bawal, the Company added a new customer like Ognibene in export and VECV & Amul Industries in domestic. The Company embarked on various initiatives to reduce costs. It expects to optimize the running expenses by TPM initiative.

Going ahead, the Company expects this division to grow at a CAGR of around 20% in the next couple years. It is proposed to optimize product mix to improve export share 65- 70% over next couple of years.

With focus on enhancing yield and optimizing efficiency, we expect a good performance during the current financial year for this division.

FUTURE OUTLOOK

A good monsoon and a pick up in the pace of the economic recovery should augur well for auto volumes.

The improvement in macroeconomic indicators is promising. The drive of the government on development of infrastructure; generation of employment, lower fuel cost, control over inflation, rationalization of tax structure through GST introduction, Automotive Industry to be the engine of "Make in India" which is a welcome step; are all good indicators.

Also there is focus on promoting mobility, promoting India as a preferred destination for every segment of the automotive value chain, defining a road map for implementing policies & regulations and we as part of the industry have great expectations from the same. Overall it is expected that the Auto Sector too would be the beneficiary of such measures. Revival of infrastructure and mining sectors will also give significant boost to Auto Sector growth. In addition to this, revival of monsoon after 2 years is a positive factor especially towards the growth in two wheeler & tractor segment.

It is expected that the overall auto segment would grow by 13 to 14 %, Passenger Vehicles sales to grow by 6% to 7%, Overall CV segment to grow by 13% to 14%, Two Wheelers to grow by 14% to 15% and Scooters segment to grow by 27% to 28%, Tractors to grow by 20% to 21%.

Your management has continued its strong focus on internal process improvements, enhanced productivity and skill-assessment and up gradation of its workforce so as to be a smart, nimble and proactive organization.

DIVIDEND & TRANSFER TO RESERVES

Your Directors are pleased to recommend 15% dividend for the year 2015-16 subject to the approval of members at the ensuing Annual General Meeting. The total outgo on account of dividend (including Dividend Distribution Tax) for the financial year 2015-16 will be Rs.222.88 lacs. Also the Directors have proposed to transfer an amount of Rs.50.00 lacs to General Reserve.

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of provisions of Section 125 of the Companies Act, 2013, the unclaimed final dividend pertaining to the financial year 2007-08 amount aggregating to Rs.5,80,793/- had been transferred to the "Investor Education and Protection Fund" established by the Central Government.

The Company shall transfer the unclaimed dividend for the year 2008-09 to Investor Education and Protection Fund on or before 27th October, 2016 upon completion of 7 years from the date of transfer of said dividend into the Unclaimed Dividend Account in compliance with the provisions of Section 125 of the Companies Act, 2013.

The shareholders who have not encashed their dividend warrants for the financial year 2008-09 or any subsequent year are requested to lodge their claims for revalidation of dividend warrants. The Company is specifically intimating those members who have so far not claimed the unpaid dividend for the year 2008-09.

SHARE CAPITAL

The paid up capital of the company as on 31st March, 2016 was Rs.1,234.563 lacs. During the year under review, the company did not issue any class or category of shares, Employee Stock Options, Convertible securities and consequently no change in the capital structure since previous year.

FIXED DEPOSIT SCHEME

The Fixed Deposit Scheme of the Company continued during the year. Deposits accepted from the public amounted to Rs.668.78 Lacs as on 31st March, 2016.

As on 31st March, 2016, 105 fixed deposits aggregating to Rs.39.47 Lacs matured for payment, but were neither claimed nor renewed by the depositors.

BOARD MEETINGS

During the financial year ended 31st March 2016 six (6) meetings of the Board of Directors were held on the following dates:

- 24th April, 2015

- 22nd May, 2015

- 12th August, 2015

- 13th November, 2015

- 12th December, 2015

- 11th February, 2016

The gap between any two meetings was not more than 120 days as mandated under the provisions of Section 173 of the Companies Act, 2013.

DIRECTORS

Your directors intrinsically believe in the philosophy of Corporate Governance and are committed to it for the effective functioning of the Board.

No Director resigned from the Company during the reporting period.

KEY MANAGERIAL PERSONNEL

As on date, company has following key managerial personnel in compliance with the provisions of section 203 of the Companies Act 2013.

1. Mr. Umesh Talwar - Vice Chairman & Managing Director

2. Mr. Naveen Gupta - Chief Financial Officer

3. Mrs. Seema Narang - Company Secretary

During the year, Mr. Rajeev Paal Gupta resigned from the position of Chief Executive Officer w.e.f 01.08.2015 and Mr. Manvinder Singh Ajmani resigned from the position of Chief Financial Officer w.e.f 16th May, 2016.

All directors, key managerial personnel and senior management have confirmed to comply with the company''s Code of conduct.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state and confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure was made for the same;

b) That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period ended on March 31, 2016;

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

d) That Directors have prepared the annual accounts on a going concern basis;

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

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

DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION 149(6)

The independent Directors have confirmed and declared that they fulfill the criteria of independence as per the provisions of Section 149(6) of the Companies Act 2013 and are not disqualified to act as an Independent Director. The Board is also of the opinion the Independent Directors fulfill the independence requirement in strict sense and are eligible to continue as independent Directors of the company.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of Companies Act 2013 and the Articles of Association of the company Mr. Varun Talwar (DIN 00263984) and Mr. Anuj Talwar (DIN 00628063) retire by rotation and being eligible offer themselves for reappointment.

Details of the proposal for their re- appointment are mentioned in the explanatory statement annexed to the notice of the 59th Annual General Meeting. The board recommends their re-appointment.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

AUDIT COMMITTEE

The Audit Committee held four (4) meetings during the year.

The members of the Audit Committee are:-

Name of Director		Category
Mr. V. Mohan	Chairman	Independent Director
Mr. Naresh Talwar*	Member	Non- Executive Director
Mr. Anil Kumar Mehra	Member	Independent Director
Mr. Rajive Sawhney	Member	Independent Director
Mr. Amit Burman	Member	Independent Director
Mr. Vidur Talwar**	Member	Non- Executive Director
Mr. Anuj Talwar**	Member	Executive Director

* Resigned from the Audit Committee w.e.f 12th December, 2015 and

** Appointed as members of the Audit Committee w.ef. 12th December, 2015.

The Chief Financial Officer, Statutory Auditors and the Internal Auditor of the Company are permanent invitees to the meetings of the Audit Committee. It is a practice of the Committee to extend an invitation to Cost Auditor to attend the meeting as and when required.

Mrs. Seema Narang, Company Secretary, is the Secretary of the Audit Committee.

RELATED PARTY DISCLOSURES

Related party transactions are reviewed and approved by Audit committee and are also placed before the Board for necessary approval. The Company has developed standard operating procedures for the purpose of identification and monitoring of such transactions.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large.

The contracts or arrangements of the Company with related parties during the period under review referred to in Section 188(1) of the Companies Act, 2013 were in ordinary course of business and on arms'' length basis and in accordance with the shareholders'' approval by way of special resolution. During the year, Company had not entered into any contract/ arrangement/ transactions with related parties which could be considered material in accordance with the related party transaction policy of the Company.

The board has approved policy for related party transactions in terms of provision of Regulation 23 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 which is available on company''s website at following link: http://www.talbros.com/investors/investor-corporate/ related-party-policy/

The prescribed Form AOC- 2 giving particulars of contracts or arrangements with related parties referred to in subsection (1) of section 188 is attached as Annexure I.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Company has appointed M/s. Mazars Advisory Private Limited for carrying out the assignment of Internal Control over Financial Reporting.

REMUNERATION POLICY & BOARD EVALUATION

The Board on the recommendation of the Nomination & Remuneration Committee for selections and appointments of Directors, senior management and decides their remuneration, after reviewing their qualifications, positive attributes, independence of directors, board diversity. Remuneration Policy of the company is based on the fundamental principles of payment for performance, potential, growth and aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of merit recognition and creating a linkage to corporate and individual performance. The criteria for performance evaluation of directors cover the areas relevant to their functioning as member of Board or its Committees thereof. The manner in which the performance evaluation of the board and its committees thereof, the chairman and the directors individually has been carried out has been explained in the Corporate Governance Report.

CORPORATE GOVERNANCE

A Certificate from the Statutory Auditors regarding compliance of the conditions of Corporate Governance as per the requirement of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is enclosed as part of Corporate Governance Report.

The Board of Directors support the concept of Corporate Governance and having regard to transparency, accountability and rationale behind the decisions have made proper disclosures separately under the heading "Corporate Governance".

MANAGEMENT DISCUSSION AND ANALYSIS

As required under the listing SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, MD&A is enclosed and is part of this Report.

RISK MANAGEMENT POLICY

Risk management forms an integral part of management policy and is an ongoing process integrated with operations.

The Company has formulated a policy and process for risk management. The company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of the risks. Risk management forms an integral part of management policy and is an ongoing process integrated with operations.

Company has identified various strategic, operational and financial risks which may impact company adversely; however, management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the company.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.

Details of establishment of vigil mechanism/ whistle blower are disclosed in the Corporate Governance Report.

The policy on vigil mechanism is available on the company''s website at www.talbros.com.

During the year under review, no employee was denied access to the Audit Committee.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE), Mumbai and National Stock Exchange of India Limited.

Pursuant to the notification of the regulations, your Company has entered into new Listing Agreement with the BSE Limited (BSE), Mumbai on 25th February 2016 and with National Stock Exchange on 19th February 2016 as mandated under the said regulations.

CORPORATE SOCIAL RESPONSIBILITY

Talbros Automotive Components Ltd. (TACL) has formulated Corporate Social Responsibility (CSR) policy which encompasses its philosophy and guides its sustained efforts for supporting socially useful programs for welfare and sustainable development of the weaker sections of the society specially the children and contributed to Savera Association, Talwar Foundation and other NGO committed for attending to education and nutrition needs of the underprivileged children. Your company also contributed to the Prime Minister''s Relief Fund to support their projects for welfare of the society.

As per Section 134(3)(o) of the Companies Act, 2013, and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, the Company has undertaken activities as per the CSR Policy (available on the company''s website www.talbros.com) and further details of the CSR activities are contained in the Annexure - II forming part of this Report.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

The Audit Committee has recommended to the Board, the re-appointment of M/s. S.N. Dhawan & Co., Chartered Accountants, Statutory Auditors of the Company and CMRS & Associates, Chartered Accountants, Auditors for the Pune Plant, as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of 60th Annual General Meeting to be held in the year 2017 and the necessary resolution for appointment as statutory auditors is being placed before the shareholders at the 59th Annual General Meeting.

All observations made in the Auditors'' Report and notes to the accounts are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013The Auditor''s Report does not contain any qualification or adverse remarks.

Secretarial Auditors

The Board has re-appointed Mrs. Kiran Sharma (membership no. 4942 & certificate of practice no. 3116) a practicing Company Secretary for carrying out secretarial audit in terms of the provisions of Section 204 of the Companies Act, 2013 for the financial year 2016-17.

Secretarial audit report for the financial year ended 31st March 2016 as provided by M/s. Kiran Sharma & Associates, Practicing Company Secretary is annexed to this Report as Annexure - III. The report does not contain any qualification or adverse remarks.

Cost Auditors

The Board of Directors, on recommendation of the Audit Committee, has re-appointed M/s Vijendra Sharma & Co., Cost accountants (Firm Registration No. 00180) as Cost Auditors of the Company, for the Financial Year 2016-17 for conducting the audit of the cost records maintained by the Company subject to the ratification of the remuneration to be paid to the Cost Auditor by the shareholders in ensuing Annual General Meeting.

A certificate from them has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Companies Act, 2013 and rules framed there under.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF JOINT VENTURE COMPANIES

Your company has three joint ventures (JVs) with Nippon Leakless Corpn. Japan, Marugo Rubber Industries, Japan and Sistemi Sospensioni S.p.A Italy. These joint venture companies are created with an objective to use advanced technology, know-how and scientific management techniques for production of various auto parts.

The Gasket division of the Company and Nippon Leakless Talbros constitutes almost 73% of revenues of the Company. On the domestic OEM front, fresh orders for all the three new models of Maruti Suzuki launched during the last financial year including the S-Cross, Baleno and Vitara Brezza were received.

Magneti Marelli Talbros Chassis Systems, joint venture signed with Sistemi Sospensioni S.p.A, won orders from large OEMs in the UK for exports and within India. The Company had already started supplying components to Bajaj for its revolutionary Bajaj Qute (RE60 quadricycle) that is being shipped to export markets. At this JV, the Company has a strong order book in the pipeline for the next two years, both on the exports and domestic front.

Talbros Marugo Rubber continues to progress well. The Company had new orders from Maruti Suzuki and Isuzu Motors which provides medium to long-range revenue security. The Company also began exports of anti-vibration products to Japan. In a key development, Company was able to export bushes to Polaris- US, for their all-terrain vehicles, indicating global compliance levels achieved for this product basket within a short period of time.

The details of investment made in JVs and revenue from operation of these JVs are given herein under:

S. No	JV NAME	PARTNER	COMPANY STAKE	EQUITY INVESTMENT VALUE AS AT 31.03.16 (H in Lacs)	EQUITY INVESTMENT MADE DURING THE 15-16 (H in Lacs)	2015-16 (H in Lacs)		2014-15 (H in Lacs)
						REVENUE FROM OPERATIONS	PAT	REVENUE FROM OPERATIONS	PAT
1	NIPPON LEAKLESS TALRBOS PRIVATE LIMITED	NIPPON LEAKLESS CORPORATION JAPAN	40 000%	480 00	Nil	10398.92	1109.87	10269.98	1521.20
2	MAGNETI MARELLI TALBROS CHASSIS SYSTEMS PVT LTD	SISTEMI SOSPENSIONI S PA ITALY	50 000%	1178 00	475 00	6111 00	-497 31	6425 03	-30771
3	TALBROS MARUGO RUBBER PRIVATE LTD	MARUGO RUBBER INDUSTRIES LTD JAPAN	49 999%	850 00	NIL	208148	-85 44	1275 28	-80 58

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures as on 31st March, 2016 in Form AOC-1 is annexed to this Report as Annexure IV.

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

In accordance with the requirements of Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, statement showing particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed hereto as Annexure - V and form part of this report.

PARTICULARS OF EMPLOYEES AND RATIO OF DIRECTOR REMUNERATION TO MEDIAN EMPLOYEES'' REMUNERATION

As required by the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure-VI to this Report and forms part of this report. The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure -VII.

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. It is the collective spirit of partnership across all sections of employees and their sense of ownership and commitment that has helped the Company to grow.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form MGT-9 is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013 as Annexure VIII.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the support given by our customers, shareholders, employees, financial institutions and banks and all other stakeholders, and we look forward to their continued support.

For and on behalf of the Board

Sd/- Sd/-

Place: New Delhi Umesh Talwar Varun Talwar

Date: May 21, 2016 Vice Chairman & Managing Director Joint Managing Director

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Mar 31, 2015

To The Members,

The Directors have pleasure in presenting 29th Annual Report on the business and operations of the Company alongwith the audited Balance Sheet and Statement of Profit & Loss for the year ended on 31st March, 2015.

FINANCIAL RESULTS: (Rs.in Lacs)

Particulars Year Ended Year Ended 31st March, 2015 31st March, 2014

Gross Sales 13,829.10 12,945.12

Less: Excise Duty 1,209.16 1,212.36

Net Sales 12,619.94 11,732.76

Other Income 260.38 296.65

Total Income 12,880.32 12,029.41

Profit before Interest, 1,264.18 1,236.11

Depreciation & Tax

Less: Interest 245.33 360.71

Depreciation 358.90 286.50

Profit Before Tax 659.95 588.90

Less: Previous Year adjustments 2.86 1.43

Provision for Wealth Tax 0.47 0.36

Provision for current 244.60 192.00 year income-tax

Provision for Deferred Tax (42.86) 5.82

Net Profit after tax 454.88 389.29

Add : Balance carried from 1,808.49 1,547.29

Profit & Loss A/c

Net profit after tax and 2,263.37 1,936.58 adjustments

Dividends

Less: Interim Dividend NIL NIL

Final Dividend (Proposed) 152.30 76.15

Dividend Distribution Tax on 31.87 12.94

Proposed Dividend

Transferred to General Reserve 45.00 39.00

Balance carried to Balance Sheet 2,034.20 1,808.49

EPS (Basic) 17.92 18.03

EPS (Diluted) 17.92 18.03

REVIEW OF OPERATIONS:

Your company has shown sales turnover of Rs. 12,619.94 Lacs in this financial year ended on 31st March, 2015, a growth of around 7.56 % as against Rs. 11,732.76 Lacs for the previous financial year. The net profit after tax for this year is Rs. 454.88 Lacs, a growth of around 16.85% as compared to Rs. 389.29 Lacs for the previous financial year.

Reserves & Surplus as on 31st March, 2015 will stand at Rs. 3,001.81 Lacs as against the paid-up capital of Rs. 253.83 Lacs.

DIVIDEND:

Your Directors recommend a final dividend of Rs. 6 per share (60%).The dividend payout, if approved in the forthcoming Annual General Meeting, will result in outflow ofRs. 184.16 Lacs inclusive of Rs. 31.87 Lacs on Dividend Tax.

Dividend including dividend tax as a percentage of profit after tax before exceptional items is 40.49% as compared to 22.89 % in the previous year.

TRANSFER TO GENERAL RESERVE:

Your directors recommended a transfer of Rs. 45,00,000/- (Rupees Forty Five Lakhs) to the general reserves of the Company.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

In terms of Section 125 of the Companies Act, 2013, no unclaimed dividend in relation to any financial year is due for remittance to the Investor Education and Protection Fund established by the Central Government.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has a proper Internal Control System commensurate with the size, scale and complexity of its operations. To maintain the objectivity and independence, the Internal Audit team reports to the Chairman of the Audit Committee of the Board and to the Managing Director.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system in the company, accounting procedures and policies. Based on the internal audit report, the Company undertake corrective action in their respective areas and thereby strengthen the control.

MARKETING AND EXPORT:

A modest pick in the Global economy boosted the export of the company from 1,813.97 Lacs to 2,870.32 Lacs in the year 2014-15. Aggressive marketing efforts and relentless focus on quality have been impressive and export performance enablers with nonetheless adding more customers in the clientele list of the Company.

JOINT VENTURE:

In order to expand the business activities, your Company has joined hands with Sypris (a USA based Company) for

Cold Extrusion forging capability. The Joint Venture agreement will be finalized in the current fiscal.

RATING:

Your Company has been assigned a rating of BBB Stable for Fund based bank limits of Rs. 15 Crores and rating of A2 for Non Fund based bank limits availed from Indusind Bank Limited. The rating is assigned by ICRA Limited.

SUBSIDIARIES:

The Company is not having any subsidiary company. DIRECTORS:

The Board of Directors consists of executive and non- executive directors including independent directors who have wide and varied experience in different disciplines of Corporate functioning.

Mr. KartikTalwar, Non Executive Non Independent Director is liable to retire by rotation and being eligible offers himself for re-appointment. Your Directors recommend for his re- appointment.

Further, the Nomination & Remuneration Committee of the Board of Directors has considered and recommended for the re-appointment and remuneration payable to Mr.Tarun Talwar, Managing Director, Mr. Sanjay Sharma, Executive Director and Mr. Vijay Kumar Sharma, Executive Director of the Company. Your Directors recommend to pass necessary resolution as set out in the item no. 5-7 of the notice of the annual general meeting.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as clause 49 of the Listing Agreement.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (six) times during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and clause 49 of Listing Agreement, Independent Directors at their meeting without the participation of the Non- Independent Directors and Management, considered / evaluated the Boards' performance including the chairman.

The Board subsequently evaluated its own performance, the working of its committees (Audit, Nomination and

Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).

The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.

AUDIT COMMITTEE:

The Company has constituted an Audit Committee w.e.f. 07th August, 2014 with 3 (Three) Directors and Independent Director as chairman of the Committee. During the year two meetings were held. The responsibility and duties of Audit Committee have been detailed in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration has been constituted w.e.f. 07th August, 2014 with 3 (three) Non Executive Directors. During the year 1 (One) meeting has been held. The key areas of Committee has been detailed in Corporate Governance Report. '

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not given any loan or guarantees covered under the provisions of section 186 of Companies Act, 2013. The details of investments made by the Company is given in the notes to the financial statements.

RELATED PARTY TRANSACTIONS:

The Company has entered into transactions with a related party for availing job work services. The said party is covered under the definition of related party as per Listing Agreement. The transactions entered into with the related party during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to section 177(9) of the Companies Act, 2013, read with rule 7 of the Companies (Meeting of Board and its powers) Rules, 2014 and clause 49 of the Listing Agreement, the Board of Directors have approved the policy on Vigil Mechanism/Whistle Blower and the same was hosted on the website of the Company.

The policy inter alia provided direct access to the Vice Chairman and CFO of the Company. The Vice Chairman and CFO can approach and discuss the matter with Chairman or Audit Committee as they deem fit.

Your Company affirms that no complaints have been received during the year under review.

STATUTORY AUDITORS:

Comments of the Auditors in their report and the notes forming part of the Accounts, are self explanatory and need no comments. The Auditors can be appointed for two more years in term of section 139(2) of the Companies Act, 2013.

Your directors request that the appointment of M/s Rakesh Raj & Associates, the Company's Auditors are required to be re-appointed for two more years and being eligible offers themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re- appointment if made, would be in accordance with the provisions of section 141 of the Companies Act, 2013

You are requested to appoint them as Statutory Auditors form the conclusion of this Annual General Meeting upto the conclusion of 31st Annual General Meeting.

SECRETARIAL AUDIT REPORT AND THE APPOINTMENT OF THE SECRETARIAL AUDITOR:

The Company has appointed M/s Sonal Agarwal & Associates, Company Secretaries to hold the office of Secretarial Auditors and to conduct the Secretarial Audit and the Secretarial Audit Report for the financial year ended on 31st March, 2015 is being attached with the Director's Report as Annexure - B which is self explanatory and needs no comments.

COST AUDITOR'S AND THEIR REPORT:

Comments of the Cost Auditors in their report are self explanatory and the Company has filed the Cost Audit Report for the financial year 2013-14 to the Central Government on dated 13th January, 2015.

M/s Jai Prakash & Co., the Company's Cost Auditors was appointed for the financial year 2014-15 and the Company has already obtained approval of Central Government. The Company has received a certificate from the cost auditors to the effect that thdir re-appointment is in accordance with the provisions of section 141 of the Companies Act, 2013.

INSURANCE AND RISK MANAGEMENT:

The assets of the Company are adequately insured against the loss of fire, burglary and other risks which are considered necessary by the management.

DEPOSITS:

During the year under review, the Company has repaid all deposits accepted and further has not accepted any deposit from the members of the general public as on 31 st March, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134(5), the Board confirm and submit the Directors, Responsibility Statement:-

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

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

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis;

(v) 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; and .

(vi) 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.

CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditor's Certificate date 27th June, 2015 in accordance with clause 49 of the Listing Agreement and report on Corporate Governance is annexed to and forming part of the Director's Report.

Mr. Tarun Talwar, Managing Director and Mr. Kanwar Pal Pawar, Chief Financial Officer, have given a certificate to the Board as contemplated in sub-clause V of clause 49 of the listing agreement.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to discharging its social responsibility as a good corporate citizen. As part of its social responsibility, the Company has contributed to various NGOs for promoting good education, building schools for under privileged childrens, contribution for softwares and hardwares required for providing good knowledge and education to the childrens.

Further, the Company has also contributed to a NGO namely HMP foundation for promoting health in rural areas where people lack the right guidance for regular health check-ups and proper treatment. HMP foundation has conducted various community health centres and organized various Eye and General Check-up camps in interior rular areas of Bharuch and Narmada district villages. The NGO has also conducted various counseling projects to identify the aptitudes in childrens.

The Company has also contributed to Parashar Foundation, a NGO which is engaged in organ donation activities and laid emphasis on creating organ receiving and giving awareness network in Delhi and nearby areas.

Also, the Company has taken an initiative to maintain the flora around its Registered Office.

The Board provide a brief outline of the Company's CSR Policy including the statement of intent reflecting the ethos of the Company, broad areas of CSR interest and an overview of activities proposed to be undertaken.The CSR policy has been hosted on the website of the Company.

The Composition of the CSR committee is:

1. Mr. Tarun Talwar, Managing Director

2. Mr. Sanjay Sharma, Executive Director

3. Mr. Sunil Kumar, Independent Director

The average net profit of the company for last three (3) financial years is Rs. 6.68 Crores (approx.). The threshold limit (2%) isRs. 13.37 Lacs.

The total amount spent by the Company in year 2014-15 is Rs. 12 Lakhs. However, the Company is planning to promote flora around the registered office area and will utilize the unspent amount ofRs. 1.37 Lakhs in next financial year.

MANAGEMENT DISCUSSION AND ANALYSIS:

A Management discussion and Analysis as required under the Clause 49 of the Listing Agreement is annexed and forming part of the Directors' Report.

CONSERVATION OF ENERGY, REASEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The particulars prescribed under section 134(3)(m) of Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are enclosed as Annexure - A to the Board's Report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the

Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee of the company has received the remuneration in excess to the limits set out in the rules.

Further, pursuant to the provisions of Section 197(12) of Companies Act, 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures and details as required to be annexed to the Board's Report are provided in annexure forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

CORPORATE GOVERNANCE CERTIFICATE:

The Compliance Certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement has been annexed to this report.

RISK MANAGEMENT POLICY:

Pursuant to the provisions of section 134(3)(n) of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the Corporate Governance report.

EXTRACTS OF THE ANNUAL RETURN:

The Extracts of the Annual Return for the year 2014-15 being attached with the Directors Report as Annexure - C

ACKNOWLEDGEMENT:

Your Company outperformed the industry in a challenging year and continue to maintain its leadership position. It' has also been surpassing all international quality and cost benchmarks and continues to build shareholders value. Your Directors look to the future with confidence.

Your Directors wish to place on record their appreciation for the overwhelming co-operating and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, who, through their dedication, co-operation, support and smart work, have enabled the Company to achieve rapid growth.

For and on behalf of the Board

Sd/-

Place: Faridabad Kartik Talwar

Date : 27.06.2015 Chairman

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Mar 31, 2014

Dear Members,

We have the pleasure of presenting you the 57th Annual Report of your company alongwith audited accounts for the Financial Year ended 31st March, 2014.

You all are aware that during this year we had been in the midst of a very challenging economic environment. All sectors of the manufacturing economy faced a slow down during this year. The automotive industry in particular is going through one of the most challenging phases ever. Your management tried its best to buck the trend but the slow down effect being wide spread across almost all sub-segments of automobile industry; we could not remain totally unaffected.

During the year high interest rates coupled with consistent inflationary pressure adversely impacted growth. Weakening of Indian rupee significantly against all major currencies pushed up costs of imported inputs. Though, we convinced some of our overseas suppliers for price reduction support but we also had to shell out price reductions to our major overseas customers. High volatility in exchange rates and prices of crude oil, uncertainty in fuel policy and shaky customer confidence further dented company''s business and operational profitability. We would like to inform you that despite the adverse circumstances outlined above, your company has been able to clock a net turnover of Rs. 29,438.74 lacs being almost at par with the previous year turnover of Rs. 29,524.43 lacs. You are aware that rubber component manufacturing activity of the company was transferred just before the beginning of Financial Year 2013-14 to a separate joint venture company. Keeping the turnover from the hived off rubber components business aside, your company could achieve a turnover marginally higher than that of the previous year.

The management initiated various cost savings and cost optimization measures wherever possible. In order to improve liquidity and unlock non-productive assets, your company disposed off one of its non core real estate which was not being utilized and was not required for future use. All these activities resulted into a Net Profit before Tax of Rs. 1,743.57 lacs including an extra ordinary profit of Rs. 880.68 lacs through sale of fixed assets. The Net Profit before Tax during the previous year amounted to Rs. 1,002.17 lacs.

Financial Highlights:

(Rs. in lacs) Particulars: Year Ended Year Ended March 31, 2014 March 31, 2013

Revenue from Operations (Gross) 29,438.74 29,524.43

Profit before Interest and Depreciation 4,458.28 3,993.55

Less: Interest 1,829.87 2,047.94

Depreciation 884.84 943.44

Profit before Tax 1,743.57 1,002.17

Less: Provision for Taxation 300.00 202.00

Provision for Deferred Tax (49.73) (97.18)

MAT Credit Entitlement (165.00) (152.00) Add: (Excess)/Short provision of

tax for earlier years (written back) provided 81.45 5.55

Profit after Tax 1,576.84 1,043.80

Add: Balance Brought forward from last year 3,673.40 2,851.78

Profit available for appropriations 5,250.24 3,895.58 Appropriations:

Proposed Dividend 148.15 148.15

Tax on Dividend 25.18 24.03

Transfer to General Reserve 50.00 50.00

Balance carried forward 5,026.91 3,673.40

Total 5,250.24 3,895.58

FINANCIAL REVIEW

At the beginning of the Financial year 2013-14, Industry experts were hoping that the general economic scenario and thereby auto industry will start improving during the year. Contrary to such expectations, there has been further reduction in production volumes of Auto Companies. This year was stated to be the worst year in a decade for auto industry. The production of passenger vehicles and commercial vehicles witnessed decline over the previous year. Heavy commercial vehicles being the top losers witnessed a drop of 21% in production over last year. Light commercial vehicles reported 17.6% negative growth over last year. Apart from the economic slow down, commercial vehicle demand has been negatively affected by slow down in industry output, the gradual rise in diesel prices, slow down in new infrastructural projects and a ban on mining in certain states. Comparative production of vehicles in different segments over last three years has been as follows.

(Production in Nos.) VEHICLE TYPE 2011-12 2012-13 2013-14 (Nos.) Growth (Nos.) Growth

H.C.V.''s 3,84,801 2,80,677 -27% 2,21,626 -21%

L.C.V.''s 5,44,335 5,51,972 1% 4,77,238 -14%

Commercial 9,29,136 8,32,649 -10% 6,98,864 -16%

Vehicle

Cars 25,37,170 24,23,086 -4% 23,11,972 -5%

Utility 3,70,945 5,68,538 53% 5,63,986 -1%

Vehicles

Multi Purpose 2,37,954 2,39,434 1% 1,96,693 -18%

Vehicles (Van Type)

Passenger 31,46,069 32,31,058 3% 30,72,651 -5%

Cars

Two 1,54,27,532 1,57,44,156 2% 1,68,79,891 7%

Wheelers

Tractors 6,41,845 5,78,690 -10% 6,96,801 20%

Source: Society of Indian Automobile Manufacturers.

From the above you will observe that except the Two wheeler industry and Tractor Industry reported production growth of 7% and 20% respectively all other segments reported negative growth. Two wheeler growth was led by Honda Motor & Scooter India Pvt. Ltd., which is catered to by our JV Company. Bajaj Auto Ltd., the major two wheeler customer at your company reported a negative growth of 14.8%.

The volumes for Auto Component Industry being directly linked to production volume of vehicles, Auto Components Industry reported year on year decline in Net Sales and EBIDTA margins for the first time in last five years. Profits declined by a greater magnitude than declined in Net Sales.

Tractor Industry witnessed a growth in production volume of 20% over the previous year. Accordingly, your company''s gasket division was also benefited by this growth but the Tractor Business being only about 9% of total revenue, the overall benefit was not very significant.

Forging Division sales in the domestic market dipped because of drop in production volumes of vehicles. To salvage the position, Forging Division diverted its efforts and energy towards export business and were able to grow its exports by 34.8 % from Rs. 3,173.30 lacs in last year to Rs. 4,279.85 lacs during 2013-14. During the year, high fuel price in the International Market coupled with weakening of rupee against US Dollars had severe adverse effect on the energy cost at our Forging Division.

NEW INITIATIVES

Your Company took steps towards two major technology initiatives at Gasket Division. First being setting up of a dedicated line for manufacturing Heat Shields adopting latest technology acquired through Sanwa Packaging Co. Ltd. Japan, a leading worldwide manufacturer of Heat Shields.

Heat Shield Cover is a futuristic product with multiple functional advantages and its demand is expected to increase with new generation compact engines.

Second initiative involves setting up of Post-Coating facilities based on latest global technology acquired through Sanwa Packaging Co. Ltd., Japan. This facility will enhance company''s cost competiti- veness and pave way for entry into new products/segments.

At the Forging Division, your company expanded and upgraded its precision machining capabilities and ventured into new product range of its overseas customers in Europe. Increased volume of machining will push up value addition and resultant profit margins on related products.

Activities relating to these initiatives are at different stages and their benefits will start to accrue from later part of current financial year 2014-15.

FUTURE OUTLOOK

Currently, the biggest concern for the industry is the challenging macro economic environment in the country. The recently elected new central government has indicated that development of infrastructure; generation of employment, control over inflation and industrial growth would be the thrust areas. Such policies are expected to boost general sentiments and result in higher disposable incomes. This may, in turn, boost demand for new vehicles which was deferred by different sections of the society due to political and economic uncertainty may get restored. Thus after two years of tepid sales, Auto Industry is looking forward to a revival during 2014-15 with a moderate growth. However, medium and heavy commercial vehicle segment may take a bit longer to acquire a full revival as the key drivers, such as mining activity and infrastructure development are yet to pick up.

The growth pick-up expected in the current year may be gradual and its impact across various segments is expected to be visible only in the third quarter of current fiscal.

Your management has continued its strong focus on internal efficiencies towards improvement and investing in manpower through skill up-gradation so as to be nimble enough to fight the down turn and be prepared to take the benefit of upswing.

DIVIDEND

Your Directors are pleased to recommend 12% dividend for the year 2013-14 at par with the dividend declared last year subject to the approval of members at the ensuing Annual General Meeting. The total outgo on account of dividend (including Dividend Distribution Tax) for the financial year 2013- 14 will be 172.18 lacs.

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company shall transfer the unclaimed dividends for the year 2006-07 to Investor Education and Protection Fund on or before October 24, 2014 as being unpaid for a period of seven years in compliance with the provisions of Section 205C of the Companies Act, 1956.

The shareholders who have not encashed their dividend warrants for the financial year 2006-07 or any subsequent year are requested to lodge their claims for revalidation of dividend warrants. The Company is specifically intimating those members who have so far not claimed the unpaid dividend for these years.

FIXED DEPOSIT

The Fixed Deposit Scheme of the Company continued during the year. Deposits accepted from the public amounted to Rs. 1192.05lacs on March 31, 2014. Your Company has duly complied with the "Residuary Non-Banking Companies (Reserve Bank) Directions, 1987" issued by the Reserve Bank of India. As on March 31, 2014, 52 fixed deposits aggregating to Rs. 16.34 lacs matured for payment, but were neither claimed nor renewed by the depositors.

However with the commencement of Companies Act, 2013 (''the 2013 Act), deposits are now governed by the new law and approval of the shareholders is required by way of a Special Resolution for inviting/accepting/renewing deposits. Accordingly company is taking the consent of shareholders in the ensuing Annual General Meeting.

BOARD OF DIRECTORS

In accordance with the provisions of the Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anuj Talwar, Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The Companies Act, 2013 provides for appointment of independent directors. Sub-section(10) of Section 149 of the Companies Act, 2013 (effective April 1, 2014 )provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.

Mr. V.Mohan, Mr. Rajive Sawhney, Mr. A.K.Mehra, Mr. Amit Burman and Mr. R.R. Vederah in terms of Section 149 and other applicable provisions of the Companies Act, 2013, being eligible are proposed to be appointed as Independent Directors for five consecutive years. Separate notices have been received proposing them as candidates for the office of Director of the Company. The details of Directors being appointed / reappointed are given elsewhere in the Annual Report.

The Board recommends their appointment

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub Section (2AA) of Section 217 of the Companies Act, 1956, your Directorsstate and confirm;

a. that in the preparation of annual accounts, all the applicable accounting standards have been followed and there has not been any material departure from them.

b. that such accounting policies were selected and applied consistently and such judgments and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

c. that proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified) for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d. that the annual accounts for the financial year under reference have been prepared on a ''going concern'' basis.

CORPORATE GOVERNANCE

The Corporate Governance structure in the Company assigns responsibilities and entrusts authority among different participants in the organization i.e. Board of Directors, Senior Management team and middle management employees.

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a separate section titled "Corporate Governance" has been included in this Annual Report. Certificate from the Statutory Auditors of the Company, M/s. S.N. Dhawan & Co., Chartered Accountants, confirming compliances with the provisions of Corporate Governance as stipulated in clause 49, is annexed to the said Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed chapter on "Management Discussion and Analysis" (MDA) pursuant to Clause 49 of the Listing Agreement is annexed to the Annual Report and forms integral part of this Report. CORPORATE SOCIAL RESPONSIBILITY As per Companies Act, 2013 all companies having net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors comprising three or more directors, atleast one of whom will be an independent director. Aligning with guidelines, a Committee comprising of Mr. Umesh Talwar, Mr. Amit Burman and Mr. Navin Juneja, has been constituted and is responsible for formulating and monitoring the CSR Policy of the Company.

AUDITORS AND THEIR REPORT

M/s. S.N. Dhawan& Co., Chartered Accountants, Statutory Auditors of the Company, M/s. R. Sundraraman& Co. Chartered Accountants, Auditors for the Chennai Plant and CMRS & Associates, Chartered Accountants, Auditors for the Pune Plant, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The Auditor''s observations and the relevant notes on the accounts are self-explanatory and therefore, do not call for further comments.

COST AUDITORS

In accordance with the procedure laid down by Ministry of Corporate Affairs vide its General Circular No. 15/2011 dated April 11, 2011, the Company has appointed M/s. Vijender Sharma & Co, Cost Accountants as the cost auditors under section 148 of the Companies Act, 2013 for the audit of cost accounts of the Company for the year ending March 31, 2015.

JOINT VENTURE COMPANIES

In terms of Accounting Standard (AS-27), "Financial Reporting of Interest in Joint Ventures" the consolidated financial statements comprise of the operating results of your Company and proportionate results of three Joint Venture Companies namely Nippon Leakless Talbros Pvt. Ltd., Magnetti Marelli Talbros Chassis Systems Pvt. Ltd., and TalbrosMarugo Rubber Pvt. Ltd., in the proportion of 40%, 50% and 50%-1share respectively.

Consolidated revenue from operations (Gross Sales) during the year has been Rs. 39,658.30 lacs as against Rs. 37,503.87 lacs in the previous year thereby showing 5.7% increase.

The consolidated net profit after provision of tax has been Rs. 1,931.28 lacs as against Rs. 1,387.82 lacs in the previous year showing an increase of 39.15%.

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

Information pursuant to sub-section 1(e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure-I to this Report.

PERSONNEL & PARTICULARS OF EMPLOYEES

The Board of Directors wishes to expresses their appreciation to all the employees for their contribution to the operations of the Company during the year. It is the collective spirit of partnership across all sections of employees and their sense of ownership and commitment that has helped the Company to grow.

A statement u/s 217(2A) containing list of employees drawing remuneration exceeding Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month is attached with this report as Annexure II.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the support given by our customers, shareholders, employees, financial institutions and banks and all other stakeholders, and we look forward to their continued support.

For and on behalf of the Board

VARUN TALWAR UMESH TALWAR Joint Managing Vice Chairman & Director Managing Director

Place : New Delhi Date : 26th May, 2014

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Mar 31, 2013

Dear Members,

The Board of Directors have pleasure in presenting the 56th Annual Report alongwith the audited accounts of the Company for the year ended March 31, 2013.

Your Company''s gross revenue from operations during the year has been 13.8% lower at Rs. 32,056.29 lacs as against Rs. 37,204.56 lacs in the previous year partially due to slowdown of economy and partially due to sale of Stamping & Rubber businesses to two separate Joint Venture Companies. Operations of the Company resulted into a net profit of Rs. 1,043.80 lacs as againstRs. 1,062.57 lacs in the previous year after provision of corporate tax.

Financial Highlights:

(Rs.in lacs) Particulars: Year Ended Year Ended March 31, 2013 March 31, 2012

Revenue from Operations (Gross) 32,056.29 37,204.56

Profit before Interest and Depreciation 3,993.55 4,152.25

Less : Interest 2,047.94 1,990.98

Depreciation 943.44 1,079.42

Profit before Tax 1,002.17 1,081.85

Less: Provision for Taxation 202.00 167.50

Provision for Deferred Tax (97.98) 23.14

MAT Credit Entitlement (152.00) (167.50)

Add: (Excess)/Short provision of tax for earlier 5.55 (3.86) years (written back)/provided

Profit after Tax 1,043.80 1,062.57

Add: Balance Brought forward from last year 2,851.78 2,011.39

Profit available for appropriations 3,895.58 3,073.96

Appropriations:

Proposed Dividend 148.15 148.15

Tax on Dividend 24.03 24.03

Transfer to General Reserve 50.00 50.00

Balance carried forward 3,673.34 2,851.78

Total 3,895.58 3,073.96

FINANCIAL REVIEW

Indian economy is estimated to have grown at 5% in 2012-13 which is slowest pace in a decade. The economic slow down took its toll on the Indian Auto Industry, once seen as the world''s most promising by global auto makers and almost all auto companies in India ended the Financial Year on a bleak note. Slowing growth has dampened sentiments of buyers who were reluctant to engage in a new purchases at a time when interest rates and fuel prices remained high. Hefty discounts and freebies on new vehicles in the fourth quarter of 2012-13 failed to attract buyers.

All segments barring multi utility vehicles and scooters registered negative growth and the worst hit sector was heavy and medium commercial vehicles where production dropped by 27.6% as compared to the previous year. This has been the steepest drop since global economic melt down in 2008-09. Your Company was also affected by this as a significant portion of your Company''s business comes from Gaskets for commercial vehicles.

Another major segment catered to by the Gasket Divn. of your Company is two-wheeler segment, particularly motorcycles. Two wheelers segment grew only at negligible 1.9%, that even due to growth in scooters production only. Whereas, motorcycles which hold larger portion experienced marginal dip as compared to the previous year. In the past, two wheeler segment had been recording highest growth in auto industry year on year.

DIVIDEND

Your Directors are pleased to recommend 12% dividend for the year 2012-13 at par with the dividend declared last year subject to the approval of members at the ensuing Annual General Meeting. The total outgo on account of dividend (including Dividend Distribution Tax) for the financial year 2012-13 will be Rs. 172.18 lacs.

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company shall transfer the unclaimed dividends for the year 2005-06 to Investor Education and Protection Fund on or before August 02, 2013 as being unpaid for a period of seven years in compliance with the provisions of Section 205C of the Companies Act, 1956.

The shareholders who have not encashed their dividend warrants for the financial year 2005-06 or any subsequent year are requested to lodge their claims for revalidation of dividend warrants. The Company is specifically intimating those members who have so far not claimed the unpaid dividend for these years.

FIXED DEPOSIT

The Fixed Deposit Scheme of the Company continued during the year. Deposits accepted from the public amounted to Rs. 1,588.85 lacs on March 31, 2013. Your Company has duly complied with the "Residuary Non-Banking Companies (Reserve Bank) Directions, 1987" issued by the Reserve Bank of India.

As on March 31, 2013, 48 fixed deposits aggregating to Rs. 19.84 lacs matured for payment, but were neither claimed nor renewed by the depositors.

NEW INITIATIVES

Your Company at its Forging Plant started using gas based power supply during the year in order to economize on energy cost. Gearing up for the recovery of economy, your Company expanded its factory building at Pune Plant and introduced multilevel manufacturing concept to get optimum utilization of space.

In order to strengthen its leadership position in gasket business, the Company continued its efforts to adopt new technologies/ processes and introduced new products in the market.

NEW BUSINESS:

During the Financial Year 2011-12, your Company formed a Joint Venture with Fiat Group and as per the terms of the Joint Venture Agreement, the business of manufacturing Sheet Arms alongwith related production equipments and tools was transferred to the Joint Venture Company, Magneti Marelli Talbros Chassis Systems Pvt. Ltd. where your Company holds 50% equity with effect from April 01, 2012. The other Joint Venture partner being Sistemi Sospensioni S.p.A of Italy, a Fiat Group Company holds balance 50% equity.

During 2012-13, your Company started one more Joint Venture with Marugo Rubber Industries Ltd., Japan in order to acquire technical know how and move up the supply chain system. As per the Joint Venture Agreement the existing rubber components manufacturing business alongwith its existing production equipments was transferred under slump sale to the Joint Venture Company during Jan. 2013.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. V. Mohan and Mr. Navin Juneja, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommends their reappointment.

During the year under review Mr. Brian Williams resigned from the Directorship of the Company w.e.f. February 02, 2013. The Board places on record its heart felt appreciation for the contribution made by Mr. Brian Williams during his tenure on the Board of the Company.

Mr. R.R. Vederah was appointed as an Additional Director w.e.f February 13, 2013. He holds office upto the date of the ensuing Annual General Meeting of the Company. The Company has received a notice in writing from a member u/s 257 proposing his candidature for the office of Director, liable to retire by rotation.

Details of Mr. V. Mohan, Mr. Navin Juneja and Mr. R.R. Vederah are given elsewhere in the report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub Section (2AA) of Section 217 of the Companies Act, 1956, your Directors state and confirm;

a. that in the preparation of annual accounts, all the applicable accounting standards have been followed and there has not been any material departure from them.

b. that such accounting policies were selected and applied consistently and such judgments and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

c. that proper and sufficient care was taken 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 frauds and other irregularities;

d. that the annual accounts for the financial year under reference have been prepared on a ''going concern'' basis.

CORPORATE GOVERNANCE

The Corporate Governance structure in the Company assigns responsibilities and entrusts authority among different participants in the organization i.e. Board of Directors, Senior Management team and middle management employees.

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a separate section titled "Corporate Governance" has been included in this Annual Report. Certificate from the Statutory Auditors of the Company, M/s. S.N. Dhawan & Co., Chartered Accountants, confirming compliances with the provisions of Corporate Governance as stipulated in clause 49, is annexed to the said Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed chapter on "Management Discussion and Analysis" (MDA) pursuant to Clause 49 of the Listing Agreement is annexed to the Annual Report and forms integral part of this Report.

AUDITORS AND THEIR REPORT

M/s. S.N. Dhawan & Co., Chartered Accountants, Statutory Auditors of the Company, M/s. R. Sundraraman & Co. Chartered Accountants, Auditors for the Chennai Plant and CMRS & Associates, Chartered Accountants, Auditors for the Pune Plant hold office till the conclusion of the forthcoming Annual General Meeting and being eligible for reappointment, have confirmed that their reappointment if made, shall be within the limits of Section 224(1B) of the Companies Act, 1956. The Board recommends the reappointment of M/s. S.N. Dhawan & Co. as Statutory Auditors of the Company and M/s. R. Sundraraman & Co. as Auditors for the Chennai Plant and CMRS & Associates, as Auditors for the Pune Plant of the Company.

The Auditor''s observations and the relevant notes on the accounts are self-explanatory and therefore, do not call for further comments.

COST AUDITORS

In accordance with the procedure laid down by Ministry of Corporate Affairs vide its General Circular No. 15/2011 dated April 11, 2011 the Company has appointed M/s. Vijender Sharma & Co, Cost Accountants as the cost auditors under section 233B of the Companies Act, 1956 for the audit of cost accounts of the Company for the year ending March 31, 2014. The extended due date of filing the Compliance Report was February 28, 2013. The Company had filed the report with the Ministry of Corporate Affairs on January 31, 2013.

JOINT VENTURE COMPANIES

In terms of Accounting Standard (AS-27), "Financial Reporting of Interest in Joint Ventures" the consolidated financial statements comprise of the operating results of your Company and proportionate results of three Joint Venture Companies namely Nippon Leakless Talbros Pvt. Ltd., Magnetti Marelli Talbros Chassis Systems Pvt. Ltd., and Talbros Marugo Rubber Pvt. Ltd., in the proportion of 40%, 50% and 50%-1share respectively.

Consolidated revenue from operations (Gross Sales) during the year has been Rs. 37,503.87 lacs as against Rs. 40,659.42 lacs in the previous year showing 7.8% decline.

The consolidated net profit after provision of tax has been Rs. 1,387.82 lacs as against Rs. 1,437.89 lacs in the previous year showing a drop of 3.5%.

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

Information pursuant to sub-section 1(e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure-I to this Report.

PERSONNEL & PARTICULARS OF EMPLOYEES

The Board of Directors wishes to expresss their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. It is the collective spirit of partnership across all sections of employees and their sense of ownership and commitment that has helped the Company to grow.

A statement u/s 217(2A) containing list of employees drawing remuneration exceeding Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month is attached with this report as Annexure II.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the support given by our customers, shareholders, employees, financial institutions and banks and all other stakeholders, and we look forward to their continued support.

For and on behalf of the Board

VARUN TALWAR UMESH TALWAR

Joint Managing Vice Chairman &

Director Managing Director

Place: New Delhi

Date : May 28, 2013

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Mar 31, 2012

The Board of Directors have pleasure in presenting the 55th Annual Report alongwith the audited accounts of the Company for the year ended March 31, 2012.

Your company achieved impressive top line growth during the Financial Year 2011-12 with a total revenue of Rs. 37,204.56 lacs being 15% higher than the previous year. The operating profits before interest and depreciation amounted to Rs. 4,152.25 lacs showing a growth of 12.9% over the previous year.

Profits after providing for taxation amounted to Rs. 1,062.57 lacs in comparison to Rs. 951.11 lacs in the previous year. The Financial Results are summarized below:-

Financial Highlights: (Rs. in lacs) Year Ended Year Ended Particulars March 31, 2012 March 31, 2011

Revenue from Operations (Gross) 37,204.56 32,341.20

Profit before Interest and Depreciation 4,152.25 3,679.05

Less : Interest 1,990.98 1,663.16

Depreciation 1,079.42 1,038.86

Profit before Tax 1,081.85 977.03

Less: Provision for Taxation 167.50 141.50

Provision for Deferred Tax 23.14 25.91

MAT Credit Entitlement (167.50) (141.50)

(Excess) / Short provision for tax for earlier years written back / provided (3.86) 0.01

Profit after Tax 1,062.57 951.11

Add: Balance Brought forward from last year 2,011.39 1,282.46

Profit available for appropriations 3,073.96 2,233.57

Appropriations:

Proposed Dividend 148.15 148.15

Tax on Dividend 24.03 24.03

Transfer to General Reserve 50.00 50.00

Balance carried forward 2,851.78 2,011.39

Total 3,073.96 2,223.57

FINANCIAL REVIEW

During the year 2011-12 high rate of inflation, consistently moving up interest rates as well as fuel prices reflected adversely on the automobile demand. A slowing economy took some sheen off car sales which registered a growth of only 2% over the previous year. At the same time, the Sports Utility Vehicle (SUV) segment attracted most automobile makers and is expected to cash in on growing consumer demand.

Commercial vehicle sale which grew at 8% during 2011-12 to 8,09,000 units is expected to touch 16,00,000 units by 2016-17 at a compounded annual growth rate of 15%. This would be largely driven by rapid pace of urbanization. Small and light commercial vehicles will hold major chunk of this growth.

Two wheelers historically being the fastest growing segment witnessed only a moderate growth of 7% during 2011-12 over the previous year.

Tractor Sales after expanding at a compounded annual growth rate of 25% for 3 years, are losing steam. Research reports indicate that tractor industry may see decline in sales during 2012-13.

The Indian Engineering Industry appears poised for better access to Japanese and European markets. Your company also achieved significant growth in export particularly of forged parts. Export sales (FOB Value) during the year amounted to Rs. 6,092.26 lacs showing a growth of 52.7% over the previous year mark of Rs. 3,989.96 lacs. Export incentives were significantly reduced due to change in government policy effective from Oct. 2011 resulting in lower profit margins on exports.

With the influx of Multi National companies in India, the competition is increasing and so is the requirement for technological up gradation. Your company is keeping pace with latest technologies and continuing to maintain its leadership position in domestic market.

DIVIDEND

Your Directors are pleased to recommend 12% dividend for the year 2011-12 at par with the dividend declared last year. This would amount to Rs. 1.20 per share, aggregating to Rs. 172.18 lacs (including tax on dividend) on the paid up share capital of the company.

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company shall transfer the unclaimed dividends for the year 2004-05 to Investor Education and Protection Fund on or before September 03, 2012 as being unpaid for a period of seven years in compliance with the provisions of Section 205C of the Companies Act, 1956.

The shareholders who have not encashed dividend warrant for the financial year 2004-05 or any subsequent year are requested to lodge their claims for revalidation of dividend warrants. The Company is specifically intimating those members who have so far not claimed the unpaid dividend for these years.

FIXED DEPOSIT

The Fixed Deposit Scheme of the Company continued during the year. Deposits accepted from the public amounted to Rs. 1,652.17 lacs on March 31, 2012. Your Company has duly complied with the "Residuary Non-Banking Companies (Reserve Bank) Directions, 1987" issued by the Reserve Bank of India.

Out of these Deposits 38 fixed deposits aggregating to Rs. 14.57 lacs matured for payment, but were neither claimed nor renewed by the depositors.

NEW INITIATIVES

Your company strives to be the forefront player and maintain its leadership position in the Indian Gasket Industry aimed at developing new products to meet the emerging needs of its customers. It continued to build on its in-house capabilities and work with business partners to ensure cost competitiveness and adoption of new techniques. During the year Non-asbestos materials for gaskets were successfully developed at the Sohna Plant replacing old Asbestos material.

At the Forging Division, your company contributed equity capital in the Caparo Power Pvt. Ltd., so as to be able to obtain gas based power supply at comparatively economical cost per unit. This will add to forging business's profitability.

NEW BUSINESS

Your company signed a Joint Venture Agreement during the year with Sistemi Sospensioni S.p.A Italy, a Fiat Group Company and contributed equity on 50:50 basis for setting up a new venture under the name Magneti Marelli Talbros Chassis Systems Pvt. Ltd., to manufacture Control Arms, Knuckles, Cross Members, Hubs, Spindles etc. for supply as Tier I supplier to OEMs. Existing production equipments being used for manufacturing of Sheet Arms at the Company's Sheet Metal Division have been transferred to the Joint Venture Company.

The Joint Venture Company started its operations from April 01, 2012 at Faridabad.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. A.K. Mehra and Mr. Rajive Sawhney, directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The details of Mr. A.K. Mehra and Mr. Rajive Sawhney are given elsewhere in the Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of Section 217 of the Companies Act, 1956, your Directors state and confirm

a. that in the preparation of annual accounts, all the applicable accounting standards have been followed and there has not been any material departure from them.

b. that such accounting policies were selected and applied consistently and such judgments and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the year under review;

c. that proper and sufficient care was taken 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 frauds and other irregularities;

d. that the annual accounts for the financial year under reference have been prepared on a 'going concern' basis.

CORPORATE GOVERNANCE

Your company is committed to benchmarking itself with other corporates providing good Corporate Governance and disclosure practices.

The essence of Corporate Governance lies in adoption of good management practices, compliance with different statutes and adherence to ethical standards so as to take the business forward and maximize stake holders' values. The Corporate Governance structure in the Company assigns responsibilities and entrusts authority among different participants in the organization i.e. Board of Directors, Senior Management team and middle management employees.

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a separate section titled "Corporate Governance" has been included in this Annual Report alongwith a Certificate from the Auditors of the Company and a Certificate from the Vice Chairman & Managing Director and Chief Finance Officer.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed chapter on "Management Discussion and Analysis" (MDA) pursuant to Clause 49 of the Listing Agreement is annexed to the Annual Report and forms integral part of this Report.

AUDITORS

M/s. S.N. Dhawan & Co., Chartered Accountants and Statutory Auditors of the company, M/s. R. Sundraraman & Co. Chartered Accountants & Auditors for the Chennai Plant and M/s. Chandrakant G. Doshi & Co., Chartered Accountants & Auditors for the Pune Plant hold office till the conclusion of the forthcoming Annual General Meeting and being eligible for re-appointment, have confirmed that their re-appointment if made, shall be within the limits of Section 224(1B) of the Companies Act, 1956. The Board recommends the re-appointment of M/s. S.N. Dhawan & Co. as Statutory Auditors of the company and M/s. R. Sundraraman & Co. as auditors for the Chennai Plant and M/s. Chandrakant G. Doshi & Co., as auditors for the Pune Plant of the Company.

The Auditor's observations and the relevant notes on the accounts are self-explanatory and therefore, do not call for further comments.

JOINT VENTURE COMPANY

As per the Accounting Standard (AS 27), "Financial Reporting of interests in Joint Ventures" the Consolidated Financial Statements comprise of the operating results of your company and 40% share in the operating results of the Joint Venture company, Nippon Leakless Talbros Pvt. Ltd. Consolidated Revenue from Operations (Gross sales) grew at 16.08% to Rs. 40,659.42 lacs as compared to Rs. 35,027.02 lacs in the previous year.

The consolidated net profit after tax for the year has been Rs. 1,437.89 lacs being 14.04% higher than the previous year figure of Rs. 1,260.87 lacs.

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

Information pursuant to sub-section 1(e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure-I to this Report.

PERSONNEL & PARTICULARS OF EMPLOYEES

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. It is the collective spirit of partnership across all sections of employees and their sense of ownership and commitment that has helped the Company to grow.

A statement u/s 217(2A) containing list of employees drawing remuneration exceeding Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month is attached with this report as Annexure II.

ACKNOWLEDGEMENT

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Contribution of all the employees at different levels has been commendable in the operations of the company. The Board of Directors wishes to express their appreciation to the collective spirit of partnership across all sections of employees who helped the company to grow.

Your directors acknowledge with sincere gratitude co-operations and assistance extended by the shareholders, Central and State Government Agencies, Financial Institutions, Banks, Customers, Dealers, Vendors and all other business associates.

For and on behalf of the Board

VARUN TALWAR UMESH TALWAR

Joint Managing Vice Chairman & Director Managing Director

Place : Gurgaon

Date : May 29, 2012

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Mar 31, 2011

Dear Members,

The Board of Directors are pleased to present the 54th Annual Report together with the audited accounts of the Company for the year ended 31st March 2011.

Financial Highlights: (Rs. in lacs)

Year Ended Year Ended Particulars 31st March, 2011 31st March, 2010

Revenue from Operations (Gross) 32,447.01 24,701.69

Profit before Interest and Depreciation 3,681.05 2,915.49

Less: Interest 1,663.16 1,455.44

Depreciation 1,038.86 918.19

Profit before Tax 979.03 541.86

Less: Provision for Taxation 143.50 65.00

Provision for Deferred Tax 25.91 21.79

MAT Credit Entitlement (141.50) (65.00)

Short provision of tax for earlier years provided 0.01 86.36

Profit after Tax 951.11 606.42

Add:Balance Brought forward from last year 1,282.46 870.00

Profit available for appropriations 2,233.57 1,476.42

Appropriations:

Proposed Dividend 148.15 123.46

Tax on Dividend 24.03 20.50

Transfer to General Reserve 50.00 50.00

Balance carried forward 2011.39 1282.46

Total 2223.57 1476.42

FINANCIAL REVIEW

Indian economy maintained its buoyancy achieved after 2008 global turmoil in almost all sectors. The fundamentals of Indian economy continued to be strong. In the year 2010-11 GDP grew at 8.6% as against 7.4% in 2009-10.

The automotive industry in India is one of the fastest growing largest in the world. A significant portion of vehicles manufactured in India is exported to other countries every year. It is world’s second largest manufacturer of two wheelers. The adoption of new technology supported with well developed supply chain, consistently increasing local demand and availability of skilled manpower are some of the major elements contributing to its growth.

The commercial vehicle makers have had a dream run with year on year volumes growing by 41% and 30% in the year 2009-10 and 2010-11 respectively as per the data published by SIAM. A pick up in demand for cargo movement following the industrial recovery, easy availability of finance and the increasing penetration of the upcountry markets have chiefly contributed to this resurgence. After the two successive years of lackluster growth, it is anticipated that the overall industry volume (inclusive of cars, two wheelers and commercial vehicles) to settle down at 12-15% in the year 2011-12.

The rising farm economy is driving Tractor sales to new heights going by a conservative estimate. It is set to cross half million unit sales this financial year. The Tractor industry foresees a 10% to 15% increase in growth over the last fiscal.

After witnessing the boom in 2010-11, the passenger vehicle segment is expected to touch the three million unit sales milestone in the current fiscal. This is one year ahead of the industry’s original target of 2012-13. If the three million target is achieved this fiscal, the passenger vehicle market would have doubled in just three years from 2008-09 when the sales stood at 1.51 million units.

Your company kept pace with the changing market conditions and the growing expectations of vehicles manufacturers and was able to clock a gross turnover of Rs. 324.47 Crores being 31.4% higher than the previous year turnover of Rs. 247.02 crores. Accordingly, the net profits before tax of the company went up by 81% from Rs. 5.41 crores in the previous year to Rs. 9.79 crores.

Inspite of these encouraging statistics, there is a gloomy side because of recent earthquake in Japan. Domestic auto companies are bracing for the impact of the crisis in Japan on their production because supply of certain critical components from Japan may be adversely affected and it may take some time to come back to normalcy. Still the overall outlook for the current year is quite positive and encouraging.

DIVIDEND

Your Directors are pleased to recommend 12% dividend for the year 2010-11 as against 10% declared last year. This would amount to Rs. 1.20 per share, aggregating to Rs. 172.18 lacs (including tax on dividend) on the paid up share capital of the company.

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company, in compliance with the provisions of Section 205C of the Companies Act, 1956, shall transfer the unclaimed dividends for the year 2003-04 and 2004-05 (Interim) to Investor Education and Protection Fund on or before October 23, 2011 and December 8, 2011 respectively, as these would be unpaid for a period of seven years.

The shareholders who have not encashed the dividend warrant(s) for the financial year 2003-04, 2004-05 (Interim) or any subsequent year are requested to lodge their claims to the Company. The Company is specifically intimating those members who have so far not claimed the unpaid dividend for the year 2003-04 and 2004- 05 (Interim).

FIXED DEPOSIT

The Fixed Deposits accepted from the public amounted to Rs. 1813.11 lacs on March 31, 2011. Your Company is complying with the “Residuary Non-Banking Companies (Reserve Bank) Directions, 1987” issued by the Reserve Bank of India.

Out of the total Fixed Deposits 50 fixed deposits aggregating to Rs. 16.22 lacs matured for payment, which were neither claimed nor renewed by the depositors.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion and Analysis covered under Report on Corporate Governance which forms part of this Report.

NEW INITIATIVES

MANUFACTURING:

Your company in quest of increasing productivity thereby becoming more cost competitive in the market place participated in the Advance Cluster Program of ACT (ACMA Center for Technology), which focuses on adopting latest techniques in manufacturing. Your company also associated with other consultants including Eicher Technologies for re-lay outing of its Faridabad Gasket Plant for reducing (1) throughput time (2) work in progress and (3) material movement.

The Gasket Division at Faridabad is already certified for TS16949 for Quality Systems; ISO 14001 for Environment matters; OHSAS for Health & Safety. In addition to this, your company also acquired TS 16949 system certification for the Stamping & Rubber Division at Faridabad.

In the Stamping & Rubber Division Robotic Welding Machines were commissioned to improve the quality of production and productivity.

NEW BUSIENSS:

Your company has successfully added new customers of repute in the Gasket Division during the last Financial Year, like Daimler Chrysler, Kirloskar Oil Engines, Mahle and Volvo Eicher (new truck platform).

In the Stamping & Rubber Division, new OEM customers added were Denso India, John Deere, Endurance Tecnologies & Rane TRW.

BOARD OF DIRECTORS

During the financial year 2010-11, in the 53rd Annual General Meeting of the Company held on July 21, 2010, Mr. Nikhil Talwar retired by rotation and was not reappointed.

Mr. Navin Juneja was co-opted as an Additional Director with effect from November 12, 2010 on the Board of Directors of your Company, to hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing his candidature for the office of Director, liable to retire by rotation.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Brian Williams and Mr. Amit Burman, directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The details of Mr. Brian Williams and Mr. Amit Burman are given else where in the Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the company hereby state and confirm that:

a. All the applicable accounting standards have been followed in the preparation of the annual accounts and there has been no material departure from them.

b. The Directors selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the year under review;

c. Proper and sufficient care was taken 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 frauds and other irregularities;

d. The annual accounts for the financial year ended 31st March 2011 have been prepared on a ‘going concern’ basis.

CORPORATE GOVERNANCE

Adoption of good Corporate Governance and disclosure practices has been an earnest endeavor on the part of the Company.

Corporate Governance is the application of best management practices, compliance of law and adherence to ethical standards to achieve the Company’s objectives of enhancing shareholder value and discharge of social responsibility. The Corporate Governance structure in the Company assigns responsibilities and entrusts authority among different participants in the organization i.e. Board of Directors, Senior Management team and middle management employees.

The Company's essential character revolves around values based on transparency, integrity, professionalism and accountability. The Company continuously strives to improve upon these aspects on an ongoing basis and adopts innovative approaches for leveraging resources, converting opportunities into achievements and developing human resources to take the Company forward.

A report on Corporate Governance along with a Certificate from Auditors of the Company and a Certificate from Vice Chairman and Managing Director and CFO, have been included in the annual report, detailing the compliances of Corporate Governance norms as enumerated in clause 49 of the Listing Agreement.

LITIGATION

Some minority shareholders have initiated a company petition before the Hon'ble Company Law Board, New Delhi under Sections 397 & 398 of the Companies Act, 1956 against the Company and the same is pending adjudication. In the opinion of the Board, this litigation will not have any adverse financial impact on the operations or performance of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed chapter on "Management Discussion and Analysis" (MDA) pursuant to Clause 49 of the Listing Agreement is annexed to the Annual Report and forms integral part of this Report.

AUDITORS

M/s. S.N. Dhawan & Co., Chartered Accountants and Statutory Auditors of the company, M/s. R. Sundraraman & Co. Chartered Accountants & Auditors for the Chennai Plant and M/s. Chandrakant G. Doshi & Co., Chartered Accountants & Auditors for the Pune Plant hold office till the conclusion of the forthcoming Annual General Meeting and being eligible for re-appointment, have confirmed that their re-appointment if made, shall be within the limits of Section 224(1B) of the Companies Act, 1956. The Board recommends the re-appointment of M/s. S.N. Dhawan & Co. as Statutory Auditors of the company and M/s. R. Sundraraman & Co. as auditors for the Chennai Plant and M/s. Chandrakant G. Doshi & Co., as auditors for the Pune Plant of the Company.

The Auditor’s observations and the relevant notes on the accounts are self-explanatory and therefore, do not call for further comments.

JOINT VENTURE COMPANY (JV Co)

In line with the Accounting Standard 27 (AS 27), “Financial Reporting of interests in Joint Ventures” the Consolidated Financial Statements comprise of the operating results of your company and 40% share in the operating results of the Joint Venture company. Consolidated Revenue from Operations (Gross sales) grew by 30.6% to Rs. 351.33 Crores as compared to Rs. 269.04 Crores in the previous year. The consolidated net profit after tax for the year has been Rs. 12.59 crores as compared to Rs. 8.76 Crores in the previous year.

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

Information pursuant to sub-section 1(e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure-I to this Report.

PERSONNEL & PARTICULARS OF EMPLOYEES

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. It is the collective spirit of partnership across all sections of employees and their sense of ownership and commitment that has helped the Company to grow.

A statement u/s 217(2A) containing list of employees drawing remuneration exceeding Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month is attached with this report as Annexure II.

ACKNOWLEDGEMENT

The Directors would like to express gratitude towards shareholders, customers, suppliers, collaborators, bankers, financial institutions and all other business associates and various departments of Central Government and State Government for the incessant support provided by them to the company and their confidence in its management.

For and on behalf of the Board

NARESH TALWAR Chairman

Place : New Delhi Date : May 26, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 53rd Annual Report on the business and operations of the Company and the Financial Statements for the year ended 31st March 2010.

(Rs. in lakh) Financial Results: Year Ended Year Ended 31st March, 2010 31st March, 2009

Revenue from Operations (Gross) 24701.69 21449.11

Profit before Interest and Depreciation 2915.49 2107.55

Less : Interest 1455.44 1116.89

Depreciation 918.19 881.79

Profit before Tax 541.86 108.87

Less : Provision for Taxation 65.00 2.15

Provision for Deferred Tax 21.79 196.28

Provision for Fringe Benefit Tax - 58.00

MAT Credit Entitlement (65.00) (2.15)

Add Excess provision of tax for earlier years (86.36) 17.10 written back Profit after Tax 606.42 (162.51) Add : Balance Brought forward from last year 870.00 1104.73 Profit available for appropriations 1476.42 942.22 Appropriations: Proposed Dividend 123.46 61.73

Tax on Dividend 20.50 10.49

Transfer to General Reserve 50.00 - Balance carried forward 1282.46 870.00

Total 1476.42 942.22

FINANCIAL REVIEW

You would recall that during 2008-09 the global economy experienced worlds worst economic downturn since the Great Depression and India was not immune to these tumultuous times. The suddenness and severity of the turmoil caught everybody by surprise and almost every sector was effected from the adverse impact of this crisis.

The Indian economy based on its inherent resilience coupled with significant domestic demand comprising of about 70% of our GDP, bounced back in the beginning of 2009-10. Stimulus packages announced by the Government and softening of interest rates rekindled demand for automobile companies.

In the face of such challenges, your company with the advantage of holding the highest share in the Indian Gasket Industry, resorted to various austerity and innovative measures so as to insulate its profitability and achieve steady growth. Expenses were pruned, wherever possible, and capital investments were deferred, baring strategic investments.

You would notice that as a result of the concerted efforts put in by the management, there has been a growth of over 15% in the gross turnover of the company to reach at Rs. 247.02 crores as against Rs. 214.49 crores in the previous year.

It may be pertinent to note that the core business of your company, i.e., manufacturing and supply of gaskets registered a handsome turnover growth of about 30% over the previous year.

We are committed to continuously upgrade our technology and add new parts to our product range. During the year under review, your company introduced new domestic customers at its Forging plant and successfully developed new components at its Sheet metal Division for Maruti- Suzukis new models and achieved a single source status.

The dedicated efforts put in by your team have not only combated the effects of the downturn but also boosted the profitability of your company. The net profit before tax jumped from Rs. 108.87 lacs in the previous year to Rs. 541.86 lacs in the year under review registering a growth of about 400%.

The future is more challenging but exciting and full of promises. Export markets particularly in Europe and US which continued to be depressed during the first three quarters up to December 2009 are also expected to pick-up momentum. With all these changes we are confident that your companys management is poised to deliver excellent results.

DIVIDEND

Keeping in view the increase in profitability, your Directors are pleased to recommend a 10% dividend for the year 2009- 10 as against 5% declared last year. This would amount to Rs. 1.00 per share, aggregating to Rs. 143.96 lacs (including tax on dividend) on the paid up share capital of the company.

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company shall, in accordance with Section 205C of the Companies Act, 1956, transfer the unclaimed dividend for the year 2002-03 standing unpaid for a period of seven years to Investor Education and Protection Fund on or 24th October 2010.

The shareholders who have not encashed the dividend warrant(s) so far the financial year 2002-03 or any subsequent dividend payments are requested to lodge their claims to the Company. Members who have so far not claimed the unpaid dividend for the year 2002 -03 are being intimated.

FIXED DEPOSIT

The Fixed Deposit received by the Company from the public amounted to Rs. 1286.87 lacs on March 31, 2010. Your Company is complying with the "Residuary Non-Banking Companies (Reserve Bank) Directions, 1987" issued by the Reserve Bank of India.

Out of the total Fixed Deposits 13 fixed deposits aggregating to Rs 3.85 lacs matured for payment, which were neither claimed nor renewed by the depositors.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion and Analysis covered under Report on Corporate Governance which forms part of this Report.

NEW INITIATIVES

NEW GASKET MANUFACTURING PLANT:

Your company went ahead with the strategic investment in Uttrakhand state and set up its 4th gasket manufacturing plant in ELDECO-SIDCUL Industrial Park, Sitargunj, Uttrakhand. This being a notified Industrial zone, the Uttrakhand Plant will enjoy exemption from the excise duty, income-tax etc. and will further add to the operating margins.

NEW BUSINESS:

Your company also forged a new Technical Assistance Agreement with Sanwa Packaging Co. Ltd., Japan for manufacturing Heat Shields a product with considerable

potential in the future . This could be a natural diversification of the gasket business.

DEVELOPMENT OF NEW MATERIALS:

Your Company has successfully developed Non-Asbestos Beater Addition Jointings, one of the raw materials required for manufacturer of gaskets, with the technical support from Ahlstrom Altenkirchen Gmbh, Germany. In house manufacturing of this environment friendly material conforming to international standards will not only enhance the competitiveness in the market but may also pave way for a new line of business subject to commercial considerations. It also holds potential for export of raw material.

BOARD OF DIRECTORS

In accordance with the provisions of Sections 255 and 256 of the Companies Act, 1956 and the Articles of Association of the company, Mr. Nikhil Talwar and Mr. V. Mohan, directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the company hereby state and confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure from them.

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the year under review;

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

d. The Directors have prepared the annual accounts for the financial year ended 31 March 2010 on a going concern basis.

CORPORATE GOVERNANCE

The company has always been committed to benchmark itself with the prevailing Indian Standard in all areas for good Corporate Governance.

Your company views corporate governance in its widest sense almost like a trusteeship, a philosophy to be progressed, a value to be imbibed and an ideology to be ingrained into the corporate culture. It involves aligning its activities to shareholders benefit, employees growth and customer satisfaction, thereby delighting all its stakeholders. The primary objective is to create and adhere

to a corporate culture of consciousness, transparency, fairness, accountability, sustainable value creation and ethical practices, thereby creating an outperforming organization.

A report on Corporate Governance, along with a Certificate from Auditors of the Company and a Certificate from Vice Chairman and Managing Director and CFO, have been included in the annual report, detailing the compliances of Corporate Governance norms as enumerated in clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed chapter on "Management Discussion and Analysis" (MDA) pursuant to Clause 49 of the Listing Agreement is annexed to the Annual Report and forms integral part of this Report.

AUDITORS

M/s. S.N. Dhawan & Co., Chartered Accountants and Statutory Auditors of the company, M/s. R. Sundraraman & Co. Chartered Accountants & Auditors for the Chennai Plant and M/s. Chandrakant G. Doshi & Co., Chartered Accountants & Auditors for the Pune Plant hold office till the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment, have confirmed that their re- appointment if made, shall be within the limits of Section 224(1 B) of the Companies Act, 1956. The Board recommends the re-appointment of M/s. S.N. Dhawan & Co. as Statutory Auditors of the company and M/s. R. Sundraraman & Co. as auditors for the Chennai Plant and M/s. Chandrakant G. Doshi & Co., as auditors for the Pune Plant of the Company.

The Auditors observations and the relevant notes on the accounts are self-explanatory and therefore, do not call for further comments.

JOINT VENTURE COMPANY (JV Co)

In line with the Accounting Standard 27 (AS 27) relating to Financial Reporting of interests in Joint Ventures, the Consolidated Financial Statements comprise of the operating results of your company and 40% share in the operating results of the Joint Venture company. Consolidated Revenue from Operations (Net sales) grew by 20.6 % to Rs. 246.52 crores as compared to Rs. 204.31 crores in the previous year. The consolidated net profit after tax for the year has been Rs. 876.42 lakh as compared to Rs. 64.37 lacs in the previous year.

The JV Company during the year has set up a new facility at Begampur, near Haridwar, primarily to cater to the demands of Hero Honda in the State of Uttrakhand. The commercial production from the said plant started only in the month of March, 2010. This being a notified industrial zone with considerable tax benefits, the operations from Uttrakhand will further add to the profitability of the JV company.

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

Information pursuant to sub-section 1(e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure-I to this Report.

PERSONNEL & PARTICULARS OF EMPLOYEES

The industrial relations with the workers and staff members of the company remained cordial throughout the year. There was unity of objective among all levels of employees- continuously striving for improvement in work practices and productivity. Training and development of employees continue to be an area of prime importance.

A statement u/s 217(2A) containing list of employees drawing remuneration exceeding Rs.24.00 lacs per annum or Rs.2.00 lacs per month is attached with this report as Annexure II.

ACKNOWLEDGEMENT

The Directors would like to express gratitude towards shareholders, customers, suppliers, collaborators, bankers, financial institutions and all other business associates and various departments of Central Government and State Government for the incessant support provided by them to the company and their confidence in its management. Your Directors also wish to place on record their sincere appreciation for the devotion and dedicated efforts put in by the employees at all levels.

For and on behalf of the Board Place : New Delhi NARESH TALWAR Date : 31.05.2010 Chairman