annual report 2009-10 - Bombay Stock ExchangeChennai 600 018, to transact the following: Ordinary...

74Annual Report

2010 - 2011

KAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITED

th

55


DIRECTORS

L Ganesh - Chairman

K P Balasubramaniam

A Hydari

L Lakshman

V Ramachandran

C N Srivatsan

AUDIT COMMITTEE

L Lakshman - Chairman

L Ganesh

C N Srivatsan

INVESTORS’ SERVICE COMMITTEE

L Ganesh

L Lakshman (up to December 22, 2010)

V Ramachandran

K P Balasubramaniam (w.e.f January 20, 2011)

AUDITORS

M/s Varma & Varma

BANKERS

State Bank of India

REGISTERED OFFICE

“Maithri”

132, Cathedral Road,

Chennai - 600 086

FACTORIES

Plot No.26, 1st Phase, Plot No.36-B & 37,

Peenya Industrial Area Hirehalli Industrial Area

Bangalore - 560 058 Tumkur - 572 101

1

KAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDRegd. Office: “ Maithri” 132, Cathedral Road, Chennai - 600 086

visit us at http://rane.in

NOTICE TO SHAREHOLDERS

NOTICE is hereby given that the 74th Annual GeneralMeeting of the Shareholders of the Company will beheld at 10.30 a.m. on Thursday, the July 21, 2011, at‘Narada Gana Sabha’ (Mini Hall), No.314, TTK Road,Chennai 600 018, to transact the following:

Ordinary Business:

1. To receive, consider and adopt the Directors’Report, the audited accounts of the Company forthe year ended March 31, 2011 and the Auditors’report thereon.

To consider adoption of the following resolution,as an ordinary resolution :

"Resolved that the Audited Balance Sheet as atMarch 31, 2011, the Profit and Loss Account forthe year ended March 31, 2011 together with theReports of the Directors and the Auditors of theCompany thereon, as presented to the meeting beand the same are hereby approved and adopted.”

2. To declare dividend on equity shares.

To consider adoption of the following resolution,with or without modification, as an ordinaryresolution:

“Resolved that the interim dividend of Rs.4/- perequity share declared by the board of directors ofthe Company on January 20, 2011 on 2,240,000equity shares of Rs.10/- each fully paid, absorbinga sum of Rs.10.45 million (including dividenddistribution tax and cess thereon) paid to theshareholders on February 8, 2011 for the year endedMarch 31, 2011, be and is hereby approved.”

“Resolved further that final dividend of Re.1/- perequity share of Rs.10/- each on 2,240,000 equityshares be and is hereby declared out of the profitsof the Company for the year ended March 31, 2011,absorbing an amount of Rs. 2.6 million (includingdividend distribution tax and cess thereon) and thatthe dividend be paid to those shareholders, whosenames appears on the Company’s Register ofMembers as on July 21, 2011 and in respect ofshares in electronic form to those beneficial ownersof the shares as at the end of business hours onJuly 15, 2011 as per the details furnished by theDepositories for this purpose.”

3. To appoint a Director in the place of Mr. L Ganesh,who retires by rotation under Article 116 of theArticles of Association of the Company and beingeligible offers himself for re-election.


“Resolved that Mr. L Ganesh, who retires byrotation and being eligible for re-appointment, beand is hereby re-appointed as a Director of theCompany.”

4. To appoint a Director in the place ofMr. C N Srivatsan, who retires by rotation underArticle 116 of the Articles of Association of theCompany and being eligible offers himself forre-election.


"Resolved that Mr. C N Srivatsan, who retires byrotation and being eligible for re-appointment, beand is hereby re-appointed as a Director of theCompany.”

5. To appoint auditors of the Company and todetermine their remuneration. The retiringauditors M/s Varma & Varma, CharteredAccountants, are eligible for re-appointment. Thedeclaration under Section 224(1B) of theCompanies Act, 1956 has been received.


"Resolved that M/s Varma & Varma, CharteredAccountants, be and are hereby re-appointed asthe auditors of the Company to hold office fromthe conclusion of this Annual General Meetinguntil the conclusion of the next Annual GeneralMeeting of the Company on such remuneration asmay be determined by the Board of Directors ofthe Company, in addition to reimbursement oftravelling and other out-of-pocket expensesactually incurred by them in connection with theaudit.”

2


SPECIAL BUSINESS:

6. To consider adoption of the following resolution,with or without modification, as a specialresolution:

“Resolved that in terms of Article 106 and 107 ofthe Articles of Association and pursuant to theprovisions of Section 309(4)(b) and otherapplicable provisions, if any, of the CompaniesAct, 1956 and subject to such other approvals asmay be required, the payment and distributionby way of commission to Mr. L Ganesh,Chairman, not exceeding three percent (3%) ofthe net profits of the company calculated inaccordance with the provisions of Sections 198,

349 and 350 of the Companies Act, 1956,inaddition to the sitting fees, with effect from April1, 2011 for a period of three years be and is herebyapproved.”

“Resolved further that subject to the limits asaforesaid, the payment and distribution of thecommission to Mr. L Ganesh, Chairman bedetermined by the Board of Directors from timeto time in such proportion and in such manner asthe Board may determine.”

(By Order of the Board)

For Kar Mobiles Limited

Chennai L GaneshMay 19, 2011 Chairman

3

KAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDNOTES

1. ANY MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING MAY APPOINT A PROXY TOATTEND AND VOTE INSTEAD OF HIMSELF. THE PROXY NEED NOT BE A MEMBER OF THECOMPANY. THE PROXIES SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OFTHE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. The Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of the SpecialBusiness as given in the notice is annexed.

3. The Register of Members of the Company will remain closed from Saturday, July 16, 2011 to Thursday,July 21, 2011 (both days inclusive).

4. Pursuant to the provisions of Section 205A of the Companies Act 1956, dividend for the financial year endedMarch 31, 2004 and thereafter which remain unclaimed for a period of seven years will be transferred to theInvestor Education and Protection Fund (IEPF) of the Central Government.

Members are requested to contact the Company’s Registrar and Transfer Agents, for payment in respect of theunclaimed dividend on or after the financial year 2003-04.

5. Ministry of Corporate Affairs (MCA) vide circular no.17/2011 dated April 29, 2011 permitted sending allcommunications to members by electronic mail (e-mail), as a measure of "Green Initiative in CorporateGovernance". In line with the ministry’s direction your company intends to send all future communication tomembers by e-mail including notice of the annual general meeting and annual report, to the e-mail address youhave already registered with your respective Depository Participants (DPs). We encourage your participationand expect your support in this initiative. In case you are yet to register your e-mail address, please update thesame with your DP. Members holding shares in physical form may register their e-mail address with the Registrarand Share Transfer Agents (RTA) or write to us at [email protected]. All members are entitled toreceive the communication in physical form upon request for the same.

6. As a part of ‘Green initiative in corporate governance’, MCA has enabled shareholders’ participation in generalmeeting through electronic mode i.e., video conference. The company is in support of the initiative, howevertaking into consideration the infrastructural arrangements required for enabling such participation, the companyis not extending this facility for this annual general meeting.

7. Members holding shares in physical form are requested to notify to the Company immediately of any change intheir residential and e-mail address to the Registrar and Transfer Agents:

M/s. Integrated Enterprises (India) LimitedII Floor, “Kences Towers”, No.1, Ramakrishna Street,North Usman Road, T.Nagar, Chennai 600 017.

Members holding shares in Dematerialized form may inform the change in address to their Depository Participants.

8. Members who are holding shares in identical order of names in more than one account are requested to intimateto the Company, the ledger folio of such accounts together with the share certificate(s) to enable the Company toconsolidate all the holdings into one account. The share certificate(s) will be returned to the members afternecessary endorsements.

9. Members / Proxies should bring the attendance slip duly filled in for attending the meeting.

4


EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

Resolution No.6

At the Annual General Meeting held on July 25, 2008, share holders have approved the payment of remuneration toMr.L Ganesh, Chairman by way of commission not exceeding 3% of the net profits of the Company for a period ofthree years, with effect from April 01, 2008 to March 31, 2011, in addition to the sitting fee payable to him. This hasbeen approved by Central Government vide their letter dated June 12, 2009.

The Board has approved the extension of payment of commission not exceeding 3% of the net profits of the Company,to Mr. L Ganesh for a period of three years, with effect from April 1, 2011 to March 31, 2014. Ministry of CorporateAffairs (MCA) vide general circular no. 4/2011 has permitted companies to pay remuneration by way of commissionto non-whole time directors not exceeding 1% of the net profits of the company if it has a whole time director(s) or 3%of the net profits of the company if it does not have a Managing Director or whole time director(s).

The Company does not have any Managing Director / whole time director. Hence approval of the members is beingsought for payment of commission not exceeding 3% of net profits as detailed in the resolution in terms of Section309(4)(b) of the Companies Act, 1956, by way of a special resolution.

Mr. L Ganesh is concerned or interested in the resolution. Mr. L Lakshman being relative of Mr. L Ganesh, may bedeemed to be interested in the resolution. No other director is interested in the resolution.

Your directors commend the resolution for adoption.

(By Order of the Board)For Kar Mobiles Limited


5


Information about directors seeking re-appointment in this annual general meeting in respect of itemnos. 3 and 4 above (in accordance with Clause 49 (IV) of the Listing Agreement)

Name of the Director Mr. L Ganesh Mr. C N Srivatsan

Father’s Name Mr. L L Narayan Mr. C R Natarajan

Date of Birth March 18, 1954 May 25, 1957

Educational B.Com., ACA, MBA C.A., C.I.S.A.,Qualification

Experience

Date of Appointment January 6, 1994 July 20, 2006

Other Directorships 1. Rane Engine Valve Limited2. Rane Brake Lining Limited3. Rane (Madras) Limited4. Rane TRW Steering Systems Limited5. Rane NSK Steering Systems Limited6. Rane Holdings Limited7. Rane Diecast Limited8. EIH Associated Hotels Limited9. EIH Limited

10. JMA Rane Marketing Limited

CommitteeMemberships

No. of Shares held 50 Nil

(By Order of the Board)For Kar Mobiles Limited


26 years of diverse experience in handlingIndian and overseas assignments

As Chairman of Rane Group, he is alsoclosely involved in management of othercompanies in Rane Group and has over 32years of industrial experience.

Chairman - Audit Chairman - Audit

1. EIH Associated Hotels Limited 1. Rane Engine Valve Limited

Member – Audit Member – Audit

1. Rane Holdings Limited 1. Precot Meridian Limited2. Rane Brake Lining Limited 2. Kar Mobiles Limited3. Rane TRW Steering Systems Limited 3. Elgi Rubber International Limited4. Rane NSK Steering Systems Limited5. Kar Mobiles Limited Remuneration Committee

Chairman – Investors’ Service 1. Elgi Rubber International Limited1. Kar Mobiles Limited

Member – Investors’ Service

1. Rane Engine Valve Limited2. Rane Brake Lining Limited3. Rane Holdings Limited

1. Precot Meridian Limited2. Elgi Rubber International Limited3. Astral Consulting Limited4. Rane Engine Valve Limited5. Astral Autoprint Business

Solutions P Limited6. SKP Astral Consulting P Limited

6


REPORT OF THE DIRECTORS

Your directors are pleased to present their SeventyFourth Annual Report together with the accounts forthe year ended March 31, 2011.

1. Financial Performance

The financial highlights for the year underreview are as follows:

(Rs.in Million)

Particulars 2010-11 2009-10

Sales & Operating Revenues 959.37 833.98

Profit before Tax 47.76 44.43

Provision for Tax 16.41 15.15

Profit after Tax 31.35 29.28

Surplus brought forward 10.34 12.85

Profit Available for Appropriation 41.69 42.12

Sales and Operating revenue was higher by 15%.Domestic Original Equipment Manufacturersales contributed mainly by Farm Tractors, HCVand Industrial Engines, has grown by 18%.Exports has grown up by 39% mainly on accountof recovery of overseas markets especially USA.In the Domestic replacement market sales waslower by 18% over last year due to plants notbeing able to achieve planned outputs andcommitment to service additional OEMrequirements.

2. Appropriation

Profit available for appropriation is Rs.41.69million. The Directors have declared and paidinterim dividend of 40% on the equity capital ofthe company for the year ended March 31, 2011and are pleased to recommend a further 10% asfinal dividend, making for a total dividend of50% for the year. The amount on this accountinclusive of tax on distributed profits andsurcharge thereon, works out to Rs 13.05 millionleaving the company with retained profits of Rs28.64 million. Out of this, Rs.15 million is beingtransferred to the General Reserve and Rs. 13.64million being retained as surplus in the Profitand Loss Account.

3. Management Discussion and Analysis

a) Industry Structure, Developments and Segment-wise Performance

Your Company operates in single segment, viz.,components for transportation industry. The growthin automobile industry was as follows:-

Volume Growth in %

Industry Segments 2010-11 2009-10

Passenger Cars 27 28

Utility Vehicles 17 24

Small Commercial Vehicles 36 8(one Ton & below)

Light Commercial Vehicles 22 77

Medium and Heavy Commercial 38 30Vehicles

Three Wheelers 29 25

Two Wheelers 27 25

Farm Tractors 22 27

Source : Society of Indian Automobile Manufacturers

Domestic market continued its robust growth acrossall segments and this required ramping up capacity.The emphasis on capacity increase and improvementof delivery continued throughout the year.

Exports

In the export market, the recovery in volumes fromthe later part of the year 2009 - 2010, continued inthe year 2010 - 2011. The recovery of US Markethelped your company to perform better and theincrease in volumes complemented the growth indomestic volumes to help your Company achievethe higher sales performance.

The United States Dollar, a currency on which yourCompany’s exports are mostly dependent on wasrelatively stable. The strengthening of the rupee wasmarginal and such fluctuations were handledthrough conservative policy of hedging.

OEM & Aftermarket

Tractor segment in which your company is mainlyfocused for domestic OEM sales continued on agrowth trajectory. Industrial Engines segment alsodid well.

7

KAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDAftermarket continued to grow although thepotential could not be fully serviced due to higherthan planned OEM Sales and underperformanceof plants on planned outputs.

b) Operational and Financial Performance

The PBT for the year under review was Rs. 47.76million as against Rs.44.43 Million for the previousyear. Persisting inflation across the country hasresulted in higher input costs like Steel, Oil,consumables and employee cost. Your companytook various remedial measures to mitigateexchange risk and implement productivity and yieldimprovement projects to contain employee and rawmaterial costs.

c) Outlook

The Domestic Vehicle Industry is expected tocontinue its growth in the coming years in view ofsteady growth rate of our GDP, rising number ofmiddle class and higher disposable income. Witha favourable forecast of the monsoon, Farm TractorsSegment is likely to continue its growth and willbe closely monitored by your company for timelyramping up of Capacity.

Prices of commodities like steel have alreadyhardened and the cascading effect would impacton all commodity prices. Increase in the interestrates and tightening in the liquidity in the marketcould moderate the buoyancy in the growth seenhitherto.

A new production line is under implementation inTumkur plant and is expected to go on stream byAugust 2011. This will give additional capacity tohelp your company improve the service levels toour existing and new customers.

Focus on Capacity Utilisation, optimal coststructure; quality and productivity are the key areasfor your Company to improve the performancefurther.The contracts remaining to be executed onCapital account will result in enhancement of ourcapacity to meet the customer demand.

d) Opportunities & Threats

India’s process engineering skills applied to theredesigning of production processes, rawmaterial availability, quality assurance andtechnically skilled manpower has provided a

distinct global advantage of cost and quality. Thishas helped India becoming a major autocomponents outsourcing hub for severalautomobile manufacturers. This has providedyour company an opportunity for acceleratedgrowth.

Your company’s preparedness in development ofnew products and meeting capacity requirementsin time are key in realising the full benefits ofthe opportunity.

The main threats your Company likely to face are:-

- increasing price pressure from OEMs fromwhom the major portion of the future growthis likely to come,

- increase in commodity prices arising out ofnatural calamities in Japan and Australia andpolitical instability in certain parts of theworld,

- volume increase that requires ramp up ofcapacities in a short span of time, affectingprofitable growth,

- dumping of Chinese products at a lower price.

e) Internal Control Systems and Risk Management

An independent agency carries out internal auditof all the Company locations across the country.The Audit Committee of the Board approves theaudit plan in the beginning of the financial year inconsultation with the internal auditors, the statutoryauditors and the operating management. Thefindings of the internal auditors are placed beforethe Audit Committee for review. The response ofthe operating management and counter measuresproposed are discussed at the Audit Committeemeetings. The process not only seeks to ensurethe reliability of control systems and compliancewith laws and regulations but also covers resourcesutilization and system efficacy.

Risk Management is an integral part of the businessprocess. The Company has mapped the risks at thebusiness processes and enterprise levels and hasevolved a risk management framework. Internalaudit focuses on these risks at all sub-processlevels. Mitigative measures have been put in placein respect of these risks. These would beperiodically reviewed by the Board of Directors.

8


f) Human Resource Development and IndustrialRelations

Your Company gives significant importance toHuman Resource Development (HRD) and stableindustrial relations. The management iscontinuously working on the development of humancapital which is very vital for achieving the goalsand realizing the Vision of the Company in an ever-changing and challenging business environment.“Rane Institute for Employee Development” is agroup resource that imparts training for enhancingleadership and managerial skills. On an averageeach employee across all segments and divisionsis trained for 2% of their working time.

Total Employee Involvement is a key element ofTotal Quality Management (TQM) that enablescontinuous improvement to all business processes.New strategies like multi skilling, competencyenhancement programs and enhancing managerialdepth are being progressively implemented tooptimise employee costs and improve productivity.

In our journey towards becoming an Employer ofChoice, your Company is implementing a numberof initiatives. The outcome is shared with theemployees, deliberated and acted upon. SpecificHR initiatives are rolled out to enhance employeeengagement. During the year a unique StrategicLeadership Program was co-created with anddelivered by IIM Bangalore for the leadership teamof your company.

Rane Group won the prestigious National Awardfor “Excellence in Training” from the EmployerBranding Institute and figures in the top forty BestEmployers for the year 2010 – 2011.

As at the end of March 31, 2011, the total numberof employees stood at 454.

g) Cautionary Statement

The information and opinion expressed in thisreport may contain certain forward-lookingstatements, which the management believe are trueto the best of its knowledge at the time of itspreparation. Actual results may differ materiallyfrom those either expressed or implied in thisreport.

4. Deposits

The Company has not accepted any deposit fallingunder the provisions of Section 58A of theCompanies Act, 1956 and the rules framed thereunder.

5. Board of Directors

Mr. L Ganesh and Mr. C N Srivatsan retire byrotation at this Annual General Meeting and beingeligible offer themselves for re-election.

6. Conservation of energy

During the year, various initiatives taken in boththe plants have resulted in reduced consumptionof energy. Employee involvement in conservingelectricity both in shop floors and offices byswitching off power whenever not in use alsocontributed to reduction in consumption of power.

7. Research & Development Activities

No research & development activity is carried out.However, upgrade of products / processes arecarried out on regular basis. The statement givinginformation as required under Companies(Disclosure of Particulars in the Report of theBoard of Directors) Rules, 1988 is enclosed tothis report as Annexure A.

8. Foreign Exchange Earnings and Outgo

Foreign exchange earned (FOB) during 2010-11was Rs.372.91 million and foreign exchangeoutgo was Rs.138.16 million.

9. Employees

There was no employee for whom the particularsas per Section 217(2A) of the Companies Act,1956 read with the Companies (Particulars ofEmployees) Rules, 1975 is applicable.

10. Auditors

M/s Varma & Varma, Chartered Accountants,retire at the ensuing Annual General Meeting andare eligible for re-appointment. The declarationunder Section 224(1B) of the Companies Act,1956 has been received from them.

9


11. Directors’ Responsibility Statement

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

i. Followed the applicable accounting standardsin the preparation of the annual accounts;

ii. Selected such accounting policies and appliedthem consistently and made judgments andestimates that were reasonable and prudentso as to give a true and fair view of the stateof affairs of the Company at the end of thefinancial year and of the profits of theCompany for the year under review;

iii. Taken proper and sufficient care for themaintenance of adequate accounting recordsin accordance with the provisions of theCompanies Act, 1956, for safeguarding theassets of the Company and detecting fraudand other irregularities;

iv. Prepared the accounts for the financial yearon a ‘going concern’ basis.

12. Corporate Governance Report

A detailed report on Corporate Governance isattached as Annexure B.

13. Compliance Certificate

As required under Section 383A of the CompaniesAct, 1956 (“the Act”) read with Companies(Appointment & Qualifications of Secretary) Rules,1988, the Company has obtained certificate from asecretary in whole-time practice confirming that theCompany has complied with all the provisions ofthe Act and a copy of the certificate is annexed tothis Report as Annexure C.

For and on behalf of the Board

Chennai L Ganesh L LakshmanMay 19, 2011 Chairman Director

10


FORM - B

Information as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars inthe report of the Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year endedMarch 31, 2011.

RESEARCH AND DEVELOPMENT (R & D)

1. Specific areas in which R& D is carried by Company

NIL

2. Benefits derived as a Result of R & D and Future plan of action

Not applicable

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts in brief

Commissioned Sealed Quench Furnace for Heat Treatment of valves.

2. Benefits derived as a result of the above efforts technology absorption:

Quality Improvement and consistent output.

3. (a) Technology Imported : (Technology imported during : NILthe last 5 years reckoned from the beginning of thefinancial year).

(b) Year of Import : Not Applicable

(c) Has technology been fully absorbed : Not Applicable

(d) Areas where technology not fully absorbed, reasonand future plan of action : Not Applicable

For and on behalf of the Board

Chennai L Ganesh L LakshmanMay 19, 2011 Chairman Director

Annexure - A to the Report of the Directors

11


CORPORATE GOVERNANCE

1. Philosophy on Code of Governance:

Rane Group's time tested philosophy of Governance is based on principles of integrity, transparency and fairness.The Rane businesses seek enhancement to shareholder value within this framework. Employee behaviour isnourished by this culture and is governed through a policy document "Ethical Standards of Behaviour" that regulatesemployees and directors.

Our belief in good corporate citizenship drives internal processes towards statutory and regulatory compliances.

2. Board of Directors:

As of March 31, 2011, the company has Six Directors with a Non-Executive chairman. Of the Six Non-Executivedirectors, three (50%) are Independent Directors. The composition of the Board is in conformity with Clause 49 ofthe Listing Agreement entered into with stock exchanges. None of the directors on the Board are members of morethan 10 committees or chairman of more than 5 committees across all the companies in which they are Directors.Necessary disclosures regarding committee positions in other public companies as on March 31, 2011 have beenmade by the Directors.

The Board met 5 times during the year on May 21, 2010, July 22, 2010, October 20, 2010, January 20, 2011 andMarch 18, 2011. The names and categories of the Directors on the Board, their attendance at Board meetings heldduring the year and the number of Directorships and Committee Chairmanships / Memberships held by them inother companies are given below:

No. of Whether No. of Directorship No. ofBoard attended in other companies # Committees @

Name of the Director Category Meetings Lastattended AGM Chairman Member Chairman Member

Mr. L Ganesh Non-Executive Chairman 5 Yes 6 4 2 8& Promoter

Mr. L Lakshman Non-Executive Director 4 Yes 1 10 5 5& Promoter

Mr. V Ramachandran Non-Executive Director 5 Yes - 3 1 3& Promoter

Mr. K P Balasubramaniam IndependentNon-ExecutiveDirector 5 Yes - 2 1 2

Mr. A Hydari IndependentNon-Executive Director 3 No - - - -

Mr. C N Srivatsan IndependentNon-Executive Director 5 Yes - 5 1 3

# - Excludes companies exempted under Section 278 of the Companies Act, 1956 and foreign companies

@ -Membership in Audit Committee and Investors’ Service / Grievance committee only is considered

Mr. L Lakshman and Mr.L Ganesh are related to each other.

The information as required under Annexure IA to Clause 49 of the listing agreement such as annual operatingplans and budgets, quarterly results for the company, minutes of meetings of audit committee and other committeesof the board, quarterly details of foreign exchange exposures, risk management and mitigation measures, etc. areplaced before the Board of Directors.

Annexure - B to the Report of the Directors

12

KAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITED3. Audit Committee :

Overall purpose / objective:

The purpose of the Audit Committee is to assist the Board of Directors (the "Board") in reviewing the financialinformation which will be provided to the shareholders and others, reviewing the systems of internal controlsestablished in the company, appointing, retaining and reviewing the performance of independent accountants/internal auditors and overseeing the Company's accounting and financial reporting processes and the audit of theCompany's financial statements.

The scope of reference to the committee includes:

1. Discuss the scope of audit and post-audit area of concern, if any, with Statutory Auditors and Internal Auditors.

2. Recommending the appointment of statutory auditor and fixation of audit fee.

3. Review of quarterly / annual financial statements with statutory auditors and management before submissionto the Board.

4. Review of internal control systems with the Management, Statutory Auditors and Internal Auditors.

5. Reviewing the adequacy of internal audit function.

6. Review of financial and risk management policies of the Company.

7. Reviewing defaults, if any, in payments to shareholders and creditors.

8. Reviewing the statement of significant related party transactions submitted by the management.

9. Reviewing the management letters/ letters of internal control weaknesses issued by the statutory auditors, ifany.

10. Management discussion and analysis of financial condition and results of operation.

The Composition of Audit Committee is as follows:

Mr. L Lakshman - Chairman– Non-Executive Director

Mr. L Ganesh - Member – Non-Executive Director

Mr. C N Srivatsan - Member – Independent Director

All the members of the audit committee are financially literate and possess accounting and related financialmanagement expertise.

The committee met on May 21, 2010, July 22, 2010, October 20, 2010 and January 20, 2011.

Name No of Meetings Attended

Mr. L Lakshman 3

Mr. L Ganesh 4

Mr. C N Srivatsan 4

The statutory auditors and internal auditors were present as invitees in all the meetings.

The President and the Head of Finance of the Company attended the meetings by invitation. Based on the requirement,other directors attended the meetings by invitation.

In compliance with Clause 41 of the listing agreement, the Audit committee reviews the quarterly unauditedfinancial results of the Company (other than the last quarter). These results are subjected to limited review by thestatutory auditors of the Company. The statutory auditors are eligible to issue limited review report as the auditfirm has been subjected to peer review process of Institute of Chartered Accountants of India (ICAI) and holds avalid certificate issued by the Peer Review Board of ICAI.

The audit committee reviews all mandatory information under Clause 49 of the listing agreement.

13

KAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITED4. Remuneration to Directors:

Apart from reimbursement of actual travel & out of pocket expenses incurred by non-executive directors, sittingfee of Rs.10,000/- for attending Board / Audit Committee meetings and a sitting fee of Rs.1,250/- for meetings ofother committees have been paid till January 2011. With effect from March 2011, these sitting fees were revised toRs.20,000 and Rs.2,500 respectively. No other remuneration is paid to Non-executive directors except commissionto Mr. L Ganesh, Chairman. The details of commission paid to Mr. L Ganesh, Chairman for the year 2010-11 aregiven in Note 4 - Notes on Accounts.

The details of sitting fees paid to the directorsduring the year 2010-11 are as follows: Number of Shares held by the Directors are as follows :

Name of Director Sitting fees (Rs.) Name of Director No. of Shares

Mr. L Ganesh 105,000 Mr. L Ganesh 50

Mr. K P Balasubramaniam 60,000 Mr. K P Balasubramaniam 650

Mr. A Hydari 40,000 Mr. V Ramachandran 25,232

Mr. L Lakshman 83,750

Mr. C N Srivatsan 100,000

Mr. V Ramachandran 63,750

5. Code of Conduct :

The Board of Directors has laid down a code of conduct for all Board Members and Senior Management of theCompany. The same has also been posted on the website of the Company, viz. URL: http://www.rane.co.in/pdf/coc.pdf. The Board Members and Senior Management Personnel have affirmed their compliance with the code ofconduct for the year under review. Declaration from the Chief Executive Officer to this effect forms part of thisreport.

The Board of Directors has also laid down a code of conduct for prevention of insider trading. The designatedpersons have affirmed compliance with the code.

6. Investors’ Service Committee:

The Composition of the Committee is as follows :

Mr. L Ganesh - Chairman

Mr. V Ramachandran - Member

Mr. L Lakshman – Member •

Mr. K P Balasubramaniam – Member @

The Committee met three times during the year on July 22, 2010, October 20, 2010 and January 20, 2011.

Name of the Director No. of Meetings Attended

Mr. L Ganesh 3

Mr. V Ramachandran 3

Mr. L Lakshman • 2

Mr. K P Balasubramaniam @ -

• Ceased to be the member of the committee w.e.f. December 22, 2010

@ Appointed as member w.e.f. January 20, 2011

During the year, the Company received 4 complaints from the investors and all of them were resolved to thesatisfaction of the shareholders. The complaint pertains to non – receipt of dividend and non-receipt of AnnualReport. No complaint was received from Stock Exchanges/ SEBI / Ministry of Corporate Affairs.

None of the other Directors hold any share in thecompany.

14


7. General Body Meetings :

Details of last three Annual General Meetings are as follows :

Date of AGM Time Venue Special ResolutionsPassed

July 22,2010 10.30 a.m The Music Academy (Mini Hall), No special resolution was passedNew No. 168, T.T.K Road, Royapettah,Chennai 600 014

July 23, 2009 10.30 a.m The Music Academy (Mini Hall), No special resolution was passedNew No. 168, T.T.K Road, Royapettah,Chennai 600 014

July 25, 2008 10.00 a.m Rotary House of Friendship Approval of payment of Commission toNo.20, Lavelle Road, Bangalore - 560 001 Chairman.

There were no resolutions that were required to be passed by means of postal ballot by the members of thecompany during the year 2010-11.

8. Disclosures:

During the year, the Company had not entered into any transaction of material nature with any of the promoters,directors, management or relatives etc., which was in conflict with the interest of the Company. The details of therelated party transactions, as stated in Note 18 – Notes on Accounts, have been reviewed by the Audit Committee.

There was no instance of non-compliance by the Company on any matters relating to the capital markets, nor wasthere any penalty / strictures imposed by the stock exchanges or SEBI or any other statutory authority on suchmatters.

The Company has complied with all the mandatory requirements prescribed under revised Clause 49 of the ListingAgreement. The Company has complied with the following non-mandatory requirements:-

i. maintaining an office for the Chairman at “Maithri”, 132, Cathedral Road, Chennai – 600 086

ii. adopting the best practices to ensure a regime of unqualified financial statements.

iii. individual communication of half-yearly results to shareholders.

No remuneration committee meeting was required to be held during the year. The Company has not adopted aformal Whistle Blower policy. However, being a transparent organisation, the Company permits access to itsemployees to approach the top management on any critical issue. The present board consists of professional andwell-experienced members, hence training and evaluation of the performance of the non-executive directors arenot practiced.

9. Means of Communication :

The quarterly / annual financial results are published in “Business Standard” and “Dinamani” (Tamil). The financialresults are also uploaded in the website of the Company viz. http:\\rane.in. During the year, a presentation wasmade to analysts/institutional investors and was published in the website of the Company. A Management Discussionand Analysis report is part of the annual report.

15

KAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITED10. General Shareholder Information :

(i) Information about director seeking re-appointment in this Annual General Meeting

Name of the Director Mr. L Ganesh Mr. C N Srivatsan

Father’s Name Mr. L L Narayan Mr. C R Natarajan

Date of Birth March 18, 1954 May 25, 1957

Educational B.Com., ACA, MBA C.A., C.I.S.A.,Qualification

Experience

Date of Appointment January 6, 1994 July 20, 2006

Other Directorships 1. Rane Engine Valve Limited2. Rane Brake Lining Limited3. Rane (Madras) Limited4. Rane TRW Steering Systems Limited5. Rane NSK Steering Systems Limited6. Rane Holdings Limited7. Rane Diecast Limited8. EIH Associated Hotels Limited9. EIH Limited

10. JMA Rane Marketing Limited

CommitteeMemberships

No. of Shares held 50 Nil

26 years of diverse experience in handlingIndian and overseas assignments

As Chairman of Rane Group, he is alsoclosely involved in management of othercompanies in Rane Group and has over 32years of industrial experience.

Chairman - Audit Chairman - Audit

1. EIH Associated Hotels Limited 1. Rane Engine Valve Limited

Member – Audit Member – Audit

1. Rane Holdings Limited 1. Precot Meridian Limited2. Rane Brake Lining Limited 2. Kar Mobiles Limited3. Rane TRW Steering Systems Limited 3. Elgi Rubber International Limited4. Rane NSK Steering Systems Limited5. Kar Mobiles Limited Remuneration Committee

Chairman – Investors’ Service 1. Elgi Rubber International Limited1. Kar Mobiles Limited

Member – Investors’ Service

1. Rane Engine Valve Limited2. Rane Brake Lining Limited3. Rane Holdings Limited

1. Precot Meridian Limited2. Elgi Rubber International Limited3. Astral Consulting Limited4. Rane Engine Valve Limited5. Astral Autoprint Business

Solutions P Limited6. SKP Astral Consulting P Limited

16

KAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITED(ii) Annual General Meeting : Thursday, July 21, 2011 at 10.30 a.m

‘Narada Gana Sabha’ (Mini Hall),No.314, TTK Road,

Chennai 600 018.

(iii) Financial year - 1st April to 31st March

Financial Calender :

Board Meeting for approval of Tentative Date

Annual Accounts for the year ended March 31, 2011 May 19, 2011

Un-audited results for the 1st quarter ending June 30, 2011 July 21, 2011

Un-audited results for the 2nd quarter ending September 30, 2011 October 24, 2011

Un-audited results for the 3rd quarter ending December 31, 2011 January 23, 2012

Annual Accounts for the year ending March 31, 2012 Fourth week of May 2012

(iv) Book Closure & Dividend

The book closure period is from July 16, 2011 (Saturday) to July 21, 2011 (Thursday), both days inclusive.

Dividend

During the year, the Board of Directors declared an interim dividend of Rs.4/- per equity share and the samewas paid on February 8, 2011 to all eligible shareholders whose name appeared in the Register of Membersof the Company on February 2, 2011.

The Board of directors at its meeting held on May 19, 2011, has recommended a final dividend of Re.1 perequity share. The dividend, if declared by the shareholders, will be paid on July 27, 2011 to all those memberswhose name appear in the Register of Members as on July 21, 2011 and in respect of shares in electronicform to those beneficial owners of the shares as at the end of business hours on July 15, 2011.

(v) Listing on Stock Exchanges :

Stock Exchange Stock Code

Bangalore Stock Exchange Ltd. KARMOBILESStock Exchange Towers,51, 1st Cross, JC Road, Bangalore – 560 027.

Madras Stock Exchange Ltd. KMBSecond Line Beach,Chennai – 600001.

Listing Fee: Annual Listing fees for the financial year 2011-12 has been paid to the above stock exchanges.

(vi) BSE IndoNext

Trading of Equity Shares on BSE IndoNext :

The equity shares of the Company are traded on BSE IndoNext platform of the Bombay Stock Exchange Ltd.with effect from January 31, 2006.

Scrip Code : 590053

Scrip ID : KARMOB

vii) Corporate Identity Number: L85110TN1936PLC071646

17

KAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITED(viii) Unpaid/Unclaimed Dividends:

Pursuant to the provisions of Section 205A of the Companies Act, 1956, dividend for the financial year endedMarch 31, 2004 and thereafter which remain unclaimed for a period of seven years will be transferred to theInvestor Education and Protection Fund (IEPF) of the Central Government.

During the year, the company had transferred Rs.144,104 to IEPF, the unclaimed dividend for the financialyear ended March 31, 2003.

Information in respect of such unclaimed dividends when due for transfer to the said fund is given below:

Year Date of Dividend Amount Last Date for Due date fordeclaration per share# outstanding claiming transfer

(Rs.) in Unclaimed unpaid to IEPFDividend dividend u/s 205A(5)Account

(as on 31.03.2011)(Rs.)

31.03.2004 19.07.2004 4.00 231,375.00 16.08.2011 14.09.2011

31.03.2005 15.07.2005 4.00 202,148.00 12.08.2012 10.09.2012

31.03.2006 (interim) 19.01.2006 2.50 137,457.50 16.02.2013 17.03.2013

31.03.2006 (final) 20.07.2006 1.50 80,251.50 31.08.2013 29.09.2013

31.03.2007 20.07.2007 3.00 182,949.00 17.08.2014 15.09.2014

31.03.2008 (interim) 21.03.2008 4.00 254,128.00 25.04.2015 24.05.2015

31.03.2009 23.07.2009 2.00 114,874.00 27.08.2016 25.09.2016

31.03.2010 (interim) 22.01.2010 3.00 216,468.00 26.02.2017 27.03.2017

31.03.2010 (final) 22.07.2010 1.50 96,498.00 24.08.2017 22.09.2017

31.03.2011(interim) 20.01.2011 4.00 235,312.00 24.02.2018 25.03.2018

# - Share of paid-up value of Rs.10/- per share

(ix) Share Price Data :

There has been no active trading both in Bangalore Stock Exchange Limited and Madras Stock ExchangeLimited.

High, Low and volumes of Company’s shares for 2010-11 at BSE IndoNext:

Month High (Rs.) Low (Rs.) Volume Sensex Sensex(High) (Low)

April -2010 176.00 155.95 9,963 17970.02 17380.08

May -2010 174.90 153.10 6,224 17386.08 16022.48

June -2010 164.80 148.10 11,317 17876.55 16572.03

July-2010 175.50 149.60 24,374 18130.98 17441.44

August-2010 240.00 175.05 234,994 18454.94 17971.12

September-2010 184.00 159.90 16,459 20117.38 18205.87

October-2010 188.45 165.00 25,898 20687.88 19872.15

November-2010 181.35 160.05 9,601 21004.96 19136.61

December-2010 172.90 158.80 6,774 20509.09 19242.36

January-2011 164.75 139.55 11,593 20561.05 18327.76

February-2011 139.85 126.55 13,899 18506.82 17463.04

March-2011 142.75 120.25 46,480 19445.22 17839.05

Source: www.bseindia.com

18

KAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDPerformance of the share price of the Company in comparison to the Bombay Stock Exchange Limited Sensex:

(x) Registrar & Transfer Agents :

The contact details of Registrar & Transfer Agents as follows:-

M/s. Integrated Enterprises (India) LimitedII Floor, “Kences Towers”,No.1, Ramakrishna Street,North Usman Road,T.Nagar, Chennai 600 017.Phone: 28140801 – 03Fax: 28142479, 28143378.

e-mail: [email protected]

Name of the contact person: Mr. K Suresh Babu, Vice President

(xi) Distribution of Shareholdings as on March 31, 2011

No. of Folio Sharesshares held Number % Number %

Upto 500 1,610 82.82 226,094 10.09

501-1000 172 8.85 126,766 5.66

1001-2000 91 4.68 138,999 6.21

2001-5000 36 1.85 110,993 4.96

5001-10000 14 0.72 93,122 4.16

10001-20000 8 0.41 125,362 5.60

20001-50000 8 0.41 267,482 11.94

50001-100000 4 0.21 312,522 13.95

100001 & above 1 0.05 838,660 37.44

Total 1,944 100.00 2,240,000 100.00

0.00

50.00

100.00

150.00

200.00A

pr-

10

May

-10

Jun-

10

Jul-

10

Aug

-10

Sep

-10

Oct

-10

No

v-10

Dec

-10

Jan

-11

Fe

b-11

Mar

-11

Month

% o

f c

han

ge

Sensex

KML closingprice

Share price movement of Kar M obiles Limited with SENSEX

19


The power to approve transfer of shares has been delegated by the Board to the share transfer committee.Share transfer process is completed within 30 days from the date of receipt of transfer documents by theRegistrar and Transfer Agents (RTA). Requests for dematerialisation are generally confirmed on a weeklybasis by the RTA.

(xiv) Dematerialisation of Shares :

The Company has entered into necessary agreements with NSDL & CDSL (depositories) for dematerializationof shares held by investors. As of March 31, 2011, about 88.37% of the shareholdings have been dematerialised.The demat ISIN Number is INE 916E01011.

(xv) Plant Locations : Given in the first page of the Annual Report.

(xii) Pattern of Shareholding as on March 31, 2011

Sl. Category No. of % of ShareNo. shares Holding

A Promoters 933,628 41.68

B Govt. of Kerala 37,500 1.67

C Banks 3,978 0.18

D Private Bodies Corporate 268,011 11.96

E NRI's 2,085 0.09

F Individuals & Others 994,798 44.41

(xiii) Share Transfer System :

Total 2,240,000 100.00

Category wise holding (%)

42%

44%

2%0%0% 12%

Promoters

Govt. of Kerala

Banks

Private BodiesCorporate

NRI’s

Individuals & Others

20


(xvi) Address for Communication :

Mr H.K Vadiraj Mr. K Suresh BabuCompliance Officer Vice PresidentKar Mobiles Ltd Integrated Enterprises (India) Ltd.,Rane Corporate Centre II Floor, ‘Kences Towers’‘Maithri’ 132, Cathedral Road, No.1, Ramakrishna Street, North Usman Road,Chennai - 600 086 T. Nagar, Chennai – 600 017Phone : 28112472, Fax : 28112449 Phone:28140801–03, Fax:28142479.e-mail : [email protected] e-mail: [email protected]

ToThe MembersKar Mobiles Limited

Declaration by Chief Executive Officer onCode of Conduct under Clause 49 of the Listing Agreement.

I, hereby declare that to the best of my knowledge and information, all the Board Members andSenior Management Personnel have affirmed compliance with the code of conduct for the yearended March 31, 2011.

Chennai S KrishnamurthyMay19, 2011 President

OR

21


Annexure - C to the report of the Directors

R. Balasubramaniam “Newry Suprit”, 2A, No.27,B.A, B.L. F.C.S 2nd Floor, J Block, 2nd Street,Practising Company Secretary Anna Nagar East, Chennai - 600 102C.P. No.1340 Tel No. - 044 - 2626 9826

Compliance Report

To,

The Members Company No. : 71646Kar Mobiles LimitedKar Mobiles LimitedKar Mobiles LimitedKar Mobiles LimitedKar Mobiles Limited CIN : L851l0TN1936PLC071646“Maithri”, 132, Cathedral Road, Nominal Capital : Rs.2.50 CroreChennai - 600 086 Paid-up Capital : Rs.2.24 Crore

I have examined the registers, records, books and papers of Kar Mobiles Limited (the Company) as required to bemaintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisions containedin the Memorandum and Articles of Association of the Company for the financial year ended on 31st March, 2011. Inmy opinion and to the best of my information and according to the examinations carried out by me and explanationsfurnished to me by the company and its officers, I certify that in respect of the aforesaid financial year:

1. The company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per theprovisions and the rules made thereunder and all entries therein have been duly recorded.

2. The company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate, with the Registrarof Companies within the time prescribed under the Act and the rules made thereunder. The Company was notrequired to file any forms or returns to Regional Director, Central Government or Company Law Board duringthe financial year.

3. The company, being a public limited company, comments are not required.

4. The Board of Directors duly met five (5) times on May 21, 2010, July 22, 2010, October 21, 2010, January 20,2011 and March 18, 2011 in respect of which meetings proper notices were given and the proceedings wereproperly recorded and signed including the circular resolutions passed in the Minutes Book maintained for thepurpose.

5. The company closed its register of members from Saturday, July 17, 2010 to Thursday, July 22, 2010 (both daysinclusive) and necessary compliance of Section 154 of the Act has been made.

6. The annual general meeting for the financial year ended on March 31, 2010 was held on July 22, 2010 aftergiving due notice to the members of the company and the resolutions passed thereat were duly recorded inMinutes Book maintained for the purpose.

7. No Extra-Ordinary general meeting was held during the financial year.

8. The company has not advanced any loans to its directors and/or persons or firms or companies referred in thesection 295 of the Act.

9. The company has not entered into any contracts falling within the purview of Section 297 of the Act.

10. The company has made necessary entries in the register maintained under section 301 of the Act.

11. As there were no instances falling within the purview of Section 314 of the Act, the company has not obtainedany approvals from the Board of Directors, members or Central Government.

22

KAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITED12. The Company has constituted a Committee and it has approved the issue of duplicate share certificate during the

financial year.

13. The Company has:

(i) delivered all the certificates on lodgment thereof for transfer/ transmission in accordance with the provisionsof the Act. There was no allotment of securities during the financial year.

(ii) deposited the amount of final dividend declared on July 22, 2010 for the year ended March 31, 2010 in aseparate bank account on July 23, 2010 and the interim dividend declared on January 20, 2011 for the yearended March 31, 2011 in a separate bank account on January 25, 2011 which is within five days from thedate of declaration of such dividend.

(iii) (a) Final dividend for the year ended March 31, 2010

paid/posted instruments for dividends to all members within a period of thirty days from the date ofdeclaration and all unclaimed/unpaid dividends have been transferred to Unpaid Dividend Account ofthe Company with YES Bank Ltd. on August 27, 2010.

(b) Interim dividend for the year ended March 31, 2011

paid/posted instruments for dividends to all members within a period of thirty days from the date ofdeclaration and all unclaimed/unpaid dividends have been transferred to Unpaid Dividend Account ofthe Company with YES Bank Limited on February 25, 2011.

(iv) transferred the amount in the unpaid dividend account for the year ended March 31, 2003, remainingunclaimed for seven years to Investor Education and Protection Fund.

(v) duly complied with the requirements of Section 217 of the Act.

14. There was no appointment of additional directors, alternate directors and directors to fill casual vacancy duringthe financial year.

15. The company has not appointed any Managing Director/ Whole-time director or manager during the financialyear.

16. The company has not appointed any sole-selling agents during the financial year.

17. The Company was not required to obtain any approval from Central Government, Company Law Board, RegionalDirector and Registrar of Companies during the financial year.

18. The directors have disclosed their interest in other firms / companies to the Board of Directors pursuant to theprovisions of the Act and the rules made thereunder.

19. The company has not issued any shares / debentures / other securities during the financial year.

20. The company has not bought back any shares during the financial year ended March 31, 2011.

21. There was no redemption of preference shares / debentures during the financial year.

22. There were no transactions necessitating the company to keep in abeyance the rights to dividend, rights sharesand bonus shares pending registration of transfer of shares.

23. The Company has not invited / accepted any Deposits including any unsecured loans falling within the purviewof Section 58A of the Act, during the financial year.

24. The amounts borrowed by the company from banks/ financial institutions during the financial year endedMarch 31, 2011 are within the borrowing powers of the Company.

23


25. The company has not made loans, investments or given guarantees, provided securities to other bodies corporatepursuant to Section 372A of the Act and hence the requirement to maintain registers is not applicable.

26. The company has not altered the provisions of the memorandum with respect to the registered office of thecompany during the year.

27. The company has not altered the provisions of the memorandum with respect to the objects of the companyduring the year under scrutiny.

28. The company has not altered the provisions of the memorandum with respect to name of the company during theyear under scrutiny.

29. The company has not altered the provisions of the memorandum with respect to share capital of the companyduring the year under scrutiny.

30. The company has not altered its articles of association during the financial year.

31. There was no prosecution initiated against or show cause notices received by the company and no fines orpenalties or any other punishment was imposed on the company during the financial year, for offences under theAct.

32. The company has not received any money as security from its employees during the year under certification.

33. The company has deposited both employee’s and employer’s contribution to Provident Fund with prescribedauthorities.

Signature:Name of the Company Secretary: R BalasubramaniamC.P. No.: 1340

Place: ChennaiDate: May 10, 2011

24


Annexure A

Registers as maintained by the Company

1. Register of charges under section 143 of the Act.

2. Register of Members under section 150 of the Act.

3. Register of Contracts under section 301 of the Act

4. Register of Directors under section 303 of the Act.

5. Register of Directors’ Shareholding under section 307 of the Act

6. Register of Share Transfers/ renewed and duplicate share certificates.

Annexure B

Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, CentralGovernment or other authorities during the financial year ended on 31st March, 2011: -

Form No. Date of Filing Section Purpose

66 14-August-10 383(A) Filing of Compliance Certificate for the year endedMarch 31, 2010

23AC 19-August-10 220 Balance Sheet as on March 31, 2010

23ACA 19-August-10 220 Profit & Loss a/c for the year ended March 31, 2010

1 INV 8-September-10 Investor education Transfer of unclaimed dividends and protection Rules

20B 17-September-10 159 Annual return for the year ended March 31, 2010

8 20-January-11 125 Creation of Charge

Signature:

Name of the Company Secretary: R Balasubramaniam

C.P. No.1340

Place: ChennaiDate: May 10, 2011

25

KAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDAUDITORS’ REPORT

THE MEMBERS,KAR MOBILES LIMITED

We have audited the attached Balance Sheet ofKar Mobiles LimitedKar Mobiles LimitedKar Mobiles LimitedKar Mobiles LimitedKar Mobiles Limited as at 31st March 2011, the Profitand Loss Account for the year ended on that date and theCash Flow Statement for the year ended on that dateannexed thereto. These financial statements are theresponsibility of the company’s management. Ourresponsibility is to express an opinion on these financialstatements based on our audit.

We conducted our audit in accordance with auditingstandards generally accepted in India. These Standardsrequire that we plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free of material misstatement. An auditincludes, examining on a test basis, evidence supportingthe amounts and disclosures in the financial statements.An audit also includes assessing the accountingprinciples used and significant estimates made bymanagement as well as evaluating the overall financialstatement presentation. We believe that our auditprovides a reasonable basis for our opinion.

I. As required by the Companies (Auditor’s Report)Order, 2003 issued by the Central Government ofIndia in terms of Section 227 (4A) of theCompanies Act, 1956, we enclose in the Annexure,a statement on the matters specified in Paragraphs4 and 5 of the said Order;

II. Further to our comments in the Annexure referredto above, we report that:

i. We have obtained all the information andexplanations, which to the best of ourknowledge and belief were necessary for thepurposes of our audit;

ii. In our opinion, proper books of account asrequired by law have been kept by thecompany so far as appears from ourexamination of those books;

iii. The Balance Sheet, Profit and Loss Accountand Cash Flow Statement dealt with by thisreport are in agreement with the books ofaccount;

iv. In our opinion, the Balance Sheet, Profit andLoss Account and Cash Flow Statement dealtwith by this report comply with theAccounting Standards referred to in sub-section (3C) of Section 211 of the CompaniesAct, 1956;

v. On the basis of written representationsreceived from the directors and taken onrecord by the Board of Directors, we reportthat none of the directors of the company aredisqualified as on 31st March 2011, frombeing appointed as a director in terms ofclause (g) of sub-section (1) of Section 274 ofthe Companies Act, 1956;

vi. In our opinion and to the best of ourinformation and according to theexplanations given to us, the said accountsread together with the significant accountingpolicies and notes on accounts attachedthereto, give the information required by theCompanies Act, 1956, in the manner sorequired and give a true and fair view inconformity with the accounting principlesgenerally accepted in India:

a. in the case of the Balance Sheet, of thestate of affairs of the company as at 31stMarch 2011;

b. in the case of the Profit and LossAccount, of the profit for the year endedon that date; and

c. in the case of the Cash Flow statement,of the cash flow of the company for theyear ended on that date.

For VARMA & VARMAChartered Accountants

FR NO.004532S

R KesavadasChennai Partner

May 19, 2011 M.No.23862

26


ANNEXURE REFERRED TO IN PARAGRAPH I OF OUR AUDIT REPORT OFEVEN DATE TO THE MEMBERS OF KAR MOBILES LIMITED ON THEACCOUNTS FOR THE YEAR ENDED MARCH 31, 2011

1. (a) The company is maintaining proper records showing full particulars, including quantitativedetails and situation of fixed assets.

(b) We are informed that most of the fixed assets of the company have been physically verified bythe management during the year based on the fixed assets verification programme laid down bythe management of the company which, in our opinion is reasonable having regard to the sizeof the company and the nature of assets and discrepancies noticed on such verification, whichare not material have been dealt within the accounts.

(c) The company has not disposed off substantial part of fixed assets during the year.

2. (a) We are informed that the inventory of raw materials, stores and spares in the custody of thecompany are physically verified by the management on a continuing basis as per a programmeof perpetual inventory and inventories of other items have been physically verified at the year-end, the frequency of which, in our opinion is reasonable, having regard to the size of thecompany and the nature of its business;

(b) In our opinion and according to the explanations given to us, the procedures of physicalverification of inventory followed by the management are fairly reasonable and adequate inrelation to the size of the company and the nature of its business;

(c) The company is maintaining proper records of inventory and as informed to us, discrepanciesof material nature noticed on physical verification, by the management, have been adequatelyadjusted in the books of account.

3. (a) The company has not granted any loans, secured or unsecured to companies, firms or otherparties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) The company has not taken any loans, secured or unsecured from companies, firms or otherparties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are fairly adequateinternal control procedures commensurate with the size of the company and nature of its businessfor the purchase of inventory and fixed assets and for the sale of goods.

5. According to the information and explanations given to us, all transactions which require to beentered in a register maintained pursuant to Section 301 of the Companies Act, 1956 have been soentered. Where each of such transactions is in excess of Rs.5 lakhs in respect of any party, theyhave been made at cost/ negotiated prices and they either compare favourably with market prices orthere are no comparable prices.

6. The company has not accepted any deposits from the public during the year and there are no depositsoutstanding as at the beginning and end of the year. Hence, the compliance of provisions of sections58A and 58AA of the Companies Act, 1956 are not applicable.

7. In our opinion, the company has an adequate internal audit system commensurate with the size ofthe Company and the nature of its business.

8. We have broadly reviewed the records maintained by the company pursuant to the order issued bythe Central Government under Section 209(1)(d) of the Companies Act, 1956, for the maintenanceof cost records in respect of the products of the company and are of the opinion that prima facie, theprescribed accounts and records have been made and maintained. We have, however, not made adetailed examination of these records with a view to determine whether they are accurate or complete.

27


9. (a) According to the information and explanations given to us and as per our verification of therecords of the company, the company has been fairly regular in depositing undisputed statutorydues including Provident fund, Employee’s State Insurance, Income Tax, Sales Tax, WealthTax, Custom Duty, Excise Duty, Cess, Investor Education and Protection Fund and other statutorydues with the appropriate authorities during the year to the extent applicable. There are noarrears of undisputed statutory dues of a material nature outstanding for a period of more thansix months from the date on which they became payable.

(b) According to the information and explanations given to us and as per our verification of therecords of the company, there are no disputed amounts of tax/ duty that have not been depositedwith appropriate authorities as at 31st March 2011 except for the following.

Name of Nature of Amount Period to Forum wherethe statute dues (Rs. in ‘000s) which the dispute is

amount relates pending

Finance Act, 1994 Service tax 463 2008-09 Central ExciseCustoms and Service

tax Appellate Tribunal

Finance Act, 1994 Service tax 678 2009-10 Commissioner ofCentral Excise (Appeals)

Finance Act, 1994 Service tax 227 2009-10 Assistant Commissioner –Central Excise

Finance Act, 1994 Service tax 155 2009-10 Commissioner ofCentral Excise (Appeals)

Customs Act, 1962 Customs Duty 33 2010-11 Commissioner of Customs

10. There are no accumulated losses at the end of the financial year. The company has also not incurredcash losses during the year and in the immediately preceding financial year.

11. According to the information and explanations given to us and as per our verification of the recordsof the company, the company has not defaulted in repayment of dues to the financial institutionsand banks.

12. The company has not granted any loans or advances on the basis of security by way of pledge ofshares, debentures and other securities.

13. Since the company is not a chit fund/nidhi/mutual benefit fund/society, the related reportingrequirements are not applicable.

14. Since the company is not dealing or trading in shares, securities, debentures or other investments,the related reporting requirements are not applicable.

15. According to the information and explanations given to us and as per the verification of the recordsof the company, there are no guarantees given by the company for loans taken by others from banksor financial institutions.

28


16. According to the information and explanation given to us and as per the verification of the recordsof the company, the term loans obtained and to the extent utilized during the year were applied forthe purpose for which such loans were obtained and the remaining funds pending utilization areplaced in bank balances.

17. According to the information and explanations given to us and as per our verification of the recordsof the company, although during the year the company has used short term funds for long termpurposes to the extent of Rs. 101.59 lakhs, on an overall basis the company has not utilized fundsraised on short-term basis for long term purposes.

18. The company has not made any preferential allotment of shares to parties and companies covered inthe Register maintained under Section 301 of the Act.

19. The company has not issued any debentures during the year.

20. The company has not raised any money by public issues during the year.

21. According to the information and explanations given to us and as per our verification of the recordsof the company, no fraud either on or by the company has been noticed or reported during the year.

For VARMA & VARMA Chartered Accountants

FR NO.004532S

R KesavadasChennai PartnerMay 19,2011 M.No.23862

29

KAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDBALANCE SHEET AS AT MARCH 31, 2011

Sch 31.03.2011 31.03.2010Particulars No. Rs. Rs. Rs. Rs.

I. SOURCES OF FUNDS1. Shareholders’ Funds

a. Share Capital 1 22,400 22,400b. Reserves and Surplus 2 235,652 217,037

————— 258,052 ————— 239,4372. Loan Funds

Secured Loans 3 196,741 81,909————— —————

TOTAL 454,793 321,346

II. APPLICATION OF FUNDS1. Fixed Assets

a. Gross Block at Cost 4 406,638 377,303b. Less : Depreciation 200,571 190,124

————— —————c. Net Block 206,067 187,179d. Capital Work-in-progress at cost 5 56,302 21,299

————— 262,369 ————— 208,4782. Investments 6 10 103. Deferred Tax Asset [Refer note no.11(a)] 1,721 3,1374. Current Assets, Loans and Advances 7

a. Inventories 112,332 81,793b. Sundry Debtors 203,691 163,758c. Cash and Bank Balances 44,664 4,029d. Other Current Assets 32,513 17,355e. Loans and Advances 22,417 24,003

————— —————415,617 290,938

Less:Current Liabilities and Provisions 8a. Liabilities 149,691 112,478b. Provisions 75,233 68,739

————— —————224,924 181,217

Net Current Assets 190,693 109,721————— —————

TOTAL 454,793 321,346

Significant Accounting Policies &Notes to Accounts 15

For and on behalf of the Board As per our report of even date attached

L GaneshChairman For VARMA & VARMA

Chartered AccountantsFR NO.004532S

L Lakshman S Krishnamurthy R KesavadasDirector President PartnerChennai : May 19, 2011 M.No.23862

Chennai : May 19, 2011

(Rs. in thousands)

30


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011

Sch 31.03.2011 31.03.2010Particulars No. Rs. Rs.

INCOME

Gross Sales 9 981,914 855,767Less : Excise Duty 58,808 48,188Net Sales 923,106 807,579Operating Revenues 10 35,453 26,117Other Income 11 809 288

————— —————TOTAL 959,368 833,984

EXPENDITURE

Material Cost of Goods Sold 12 394,239 331,818Manufacturing and Other Expenses 13 489,918 428,451

————— —————TOTAL 884,157 760,269

Operating Profit 75,211 73,715

Interest 14 7,223 9,450Depreciation / Amortisation 4 20,224 19,836

Profit before tax 47,764 44,429

Less : Provision for Taxation:- Current 15,000 14,200- Deferred 1,416 1,330- Fringe Benefits (PY-Prior years provision written back) - (376)

Profit after tax 31,348 29,275Profit brought forward from last year 10,344 12,849Profit available for Appropriation 41,692 42,124Less : Transfer to General Reserve 15,000 20,000Balance Profit 26,692 22,124Proposed Dividend on Equity Shares - Interim 8,960 6,720

- Final 2,240 3,360Tax on Proposed Dividend 1,851 1,700

————— —————Balance Carried to Balance Sheet 13,641 10,344

Number of shares of Rs.10/- each. 2,240,000 2,240,000Earnings per share - Basic and Diluted 13.99 13.07

Significant Accounting Policies &Notes to Accounts 15


L Ganesh For VARMA & VARMAChairman Chartered Accountants

FR NO.004532S



(Rs. in thousands)

31


(Rs. in thousands)

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2011

31.03.2011 31.03.2010Rs. Rs.

A. CASH FLOW FROM OPERATING ACTIVITIES

Net profit before taxation and extraordinary items 47,764 44,429

Adjustment for :

Depreciation 20,224 19,836

Interest expense 7,223 9,450

Investment Income (2) (1)

Interest Income (195) (203)

Loss / (Profit) on sale / scrap of assets (Net) 950 47

Exchange variation on PCFC Loans & Forward contracts (3,926) (3,796)

Hedging Reserve account 318 -

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 72,356 69,762

(Increase) / Decrease in Inventories (30,539) 24,430

(Increase) / Decrease in Debtors (39,933) 51,477

(Increase) / Decrease in other Current Assets (14,918) 13,265

(Increase) / Decrease in Loans and Advances 1,635 10,335

Increase / (Decrease) in Current Liabilities 36,175 (14,311)

Increase / (Decrease) in Provisions 7,809 4,104

CASH GENERATED FROM OPERATIONS 32,585 159,062

Taxes Paid :

Income Tax (Net of refund) (15,049) (16,046)

NET CASH GENERATED FROM OPERATING ACTIVITIES “A” 17,536 143,016

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (75,958) (40,337)

Income from Investments 2 1

Interest received (45) 203

Proceeds on sale of fixed assets 893 349

NET CASH USED IN INVESTING ACTIVITIES “B” (75,108) (39,784)

32


(Rs. in thousands)

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2011

31.03.2011 31.03.2010Rs. Rs.

C. CASH FLOW FROM FINANCING ACTIVITIES

(Repayment) / Proceeds from long term borrowings 58,652 (25,890)(Repayment) / Proceeds from short term borrowings 56,180 (57,706)Dividend and Dividend Tax paid (14,301) (12,762)Interest Paid (6,250) (9,613)Exchange variation on PCFC Loans & Forward contracts 3,926 3,796

NET CASH GENERATED / (USED) IN FINANCING ACTIVITIES “C” 98,207 (102,175)

NET CASH FLOWS DURING THE YEAR (A+B+C) 40,635 1,057

Opening Balance of Cash & Cash Equivalents 4,029 2,972Closing Balance of Cash & Cash Equivalents 44,664 4,029


L Ganesh For VARMA & VARMAChairman Chartered Accountants

FR NO.004532S



33

KAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDSCHEDULES TO BALANCE SHEET AS AT MARCH 31, 2011

31.03.2011 31.03.2010Rs. Rs.

SCHEDULE - 1

SHARE CAPITAL

Authorised

2,350,000 Equity Shares of Rs. 10/- each 23,500 23,500

150,000 Cumulative RedeemablePreference Shares of Rs. 10/- each 1,500 1,500

————— —————25,000 25,000

ISSUED, SUBSCRIBED AND PAID UP

2,240,000 Equity Shares of Rs.10/- each fully paid up (of theabove, 13,20,000 Equity Shares Rs.10/- each were allotted asfully paid up Bonus Shares by Capitalisation of Share Premiumand General Reserve) 22,400 22,400

————— —————22,400 22,400

SCHEDULE - 2

RESERVES AND SURPLUS

Capital Reserve

Investment subsidy from Government of Karnatakafor Tumkur Unit as per last Balance Sheet 1,500 1,500

Grant received from Industrial Credit and InvestmentCorporation Productivity Fund as per last Balance Sheet 424 424

————— —————1,924 1,924

Preference Share Redemption ReserveBalance as per last Balance Sheet 1,000 1,000

————— —————1,000 1,000

Hedging ReserveUnrealised Gain / (loss) on Hedging of derivatives (net) 318 -(Refer Note No.6(a) in Schedule 15) ————— —————

318 -

General ReserveBalance as per last Balance Sheet 203,769 183,769Add : Additions during the year 15,000 20,000

————— —————218,769 203,769

Surplus in Profit and Loss Account

Surplus in Profit and Loss Account 13,641 10,344————— —————

13,641 10,344

235,652 217,037

(Rs. in thousands)

34


(Rs. in thousands)SCHEDULES TO BALANCE SHEET AS AT MARCH 31, 2011

31.03.2011 31.03.2010Rs. Rs.

SCHEDULE - 3

SECURED LOANS

1. FROM STATE BANK OF INDIA

Cash Credit / Packing Credit 82,495 26,315Secured by hypothecation of Stock of Raw Materials,Consumables, Spares, Semi-Finished Goods, Finished Goods andBook Debts, wherever located. Further secured by Second chargeon Land and Buildings and Plant and Machinery of the Company’sPeenya and Tumkur Units.

2. FROM CITI BANK

TERM LOAN 28,366 55,594

Secured by first Charge on pari passu basis on all immoveableand moveable fixed assets, present and future of the Company’sPeenya Unit and second charge on all current assets, present andfuture of the Company.

3. FROM STANDARD CHARTERED BANK

TERM LOAN 85,880 -

Secured by first Charge on pari passu basis on all immoveableand moveable fixed assets, present and future of the Company’sPeenya Unit and second charge on all current assets, present andfuture of the Company.

————— —————196,741 81,909

35

KAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDSC

HE

DU

LE

S T

O B

AL

AN

CE

SH

EE

T A

S A

T M

AR

CH

31,

201

1

SCH

EDUL

E - 4

FIX

ED A

SSET

S

GR

OSS

BLO

CK

AT

CO

STD

EPR

ECIA

TIO

N /

AM

ORT

ISAT

ION

NET

BLO

CK

- W

DV

D

ESCR

IPTI

ON

As

atA

dditi

ons

Adj

ustm

ents

Ded

uctio

nsA

s at

up to

Ded

uctio

ns/

For

the

As a

tA

s at

As

at31

.03.

.201

031

.03.

2011

31.0

3..2

010

Adj

ustm

ents

Year

31.0

3.20

1131

.03.

2011

31.0

3.20

10

Tang

ible

Ass

ets

:

Free

Hol

d L

and

4,52

14,

521

4,52

14,

521

Fact

ory

Bui

ldin

gs29

,916

1,46

931

,385

12,9

5184

513

,796

17,5

8916

,965

Plan

t an

d M

achi

nery

318,

095

38,1

9111

,486

344,

800

158,

406

9,57

518

,178

167,

009

177,

791

159,

689

Furn

iture

and

Fix

ture

s6,

529

790

7,31

94,

374

296

4,67

02,

649

2,15

5

Off

ice

Equ

ipm

ents

14,6

1450

523

514

,884

10,7

6520

290

511

,468

3,41

63,

849

Obs

olet

e A

sset

s10

110

110

1

Inta

ngib

le A

sset

s :

Soft

war

e L

icen

ces

3,62

83,

628

3,62

83,

628

TO

TAL

377,

303

40,9

5510

111

,721

406,

638

190,

124

9,77

720

,224

200,

571

206,

067

187,

179

Prev

ious

ye

ar35

9,18

623

,084

4,96

737

7,30

317

4,85

94,

571

19,8

3619

0,12

418

7,17

918

4,32

7

(Rs.

in th

ousa

nds)

36


(Rs. in thousands)SCHEDULES TO BALANCE SHEET AS AT MARCH 31, 2011

31.03.2011 31.03.2010Rs. Rs.

SCHEDULE - 5

CAPITAL WORK-IN-PROGRESS AT COST

i) Building under construction 35,293 -ii) Machinery under erection 8,201 21,119iii) Borrowing costs pending allocation (net) 753 -

(Refer Note No.8 in Schedule 15)

iv) Advances - Unsecured, Considered Good 12,055 180————— —————

56,302 21,299SCHEDULE - 6

INVESTMENTS (Long term, at cost, unquoted)

Non-Trade Investments:

National Savings Certificate - VIII Issue 10 10————— —————

10 10

SCHEDULE - 7

CURRENT ASSETS, LOANS AND ADVANCES

a) Inventories (As taken, valued and certified by thePresident) at lower of cost or net realisable value

i) Stores and Spares 13,832 10,129ii) Raw Materials (including in transit) 50,868 34,558iii) Finished Goods (including in transit) 16,824 15,181iv) Work-in-Progress 30,506 21,378v) Scrap 302 547

————— —————112,332 81,793

b) Sundry Debtors (Unsecured)

i) Debts outstanding for a period exceeding 6 months 553 2,314Less: Provision for doubtful debts 553 1,906

————— —————- 408

ii) Other Debts 203,691 163,350————— —————

Considered good 203,691 163,758

c) Cash and Bank Balances

i) Cash balance on hand 482 822ii) Balances with Scheduled Banks

- In Current Accounts 1,430 1,520- In Deposit Accounts 41,000 -- In Unpaid Dividend Accounts 1,752 1,687

————— —————44,664 4,029

37

KAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITEDKAR MOBILES LIMITED(Rs. in thousands)SCHEDULES TO BALANCE SHEET AS AT MARCH 31, 2011

31.03.2011 31.03.2010Rs. Rs.

SCHEDULE - 7 (Contd..)d) Other Current Assets

i) Derivative Asset (Refer Note No.6(a) in Schedule 15) 2,394 -ii) Claims receivable 605 20iii) Export incentives receivable 17,443 13,454iv) Rebate on Excise Duty on Exports 11,827 3,877v) Interest accrued on Investments and Deposits 244 4

————— —————32,513 17,355

e) Loans and Advances(Unsecured, considered good)

i) Advances recoverable in cash or in kindor for value to be received 1,697 3,342

ii) Balance with Central Excise Department 5,684 6,046iii) Advance Tax / Tax Deducted at Source

(Net of provision for taxation) 9,475 9,426iv) Deposits

[Net of Provision Rs.65 thousands (PY Rs.78 thousands)] 3,824 3,690v) Prepaid expenses 1,737 1,499

————— —————22,417 24,003

————— —————Total 415,617 290,938

SCHEDULE - 8

CURRENT LIABILITIES AND PROVISIONS

a) Current Liabilitiesi) Acceptances 8,006 4,709ii) Sundry Creditors for materials and expenses :

a) Due to Micro and Small Enterprises 125 504(Refer Note No.15 in Schedule 15)

b) Due to Others 135,250 103,023[Including due to Chairman Rs.1476 thousands.(Previous Year Rs.1349 thousands )]

iii) Dealer Deposits 59 59iv) Unclaimed Dividends [Refer note No.14 in Schedule 15] 1,752 1,687v) Other Liabilities 3,244 2,214vi) Interest accrued but not due on Loans 1,255 282

————— —————149,691 112,478

b) Provisions

i) Provision for Leave Encashment 18,180 15,790ii) Provision for Gratuity 39,576 35,396iii) Provision for claims (Refer Note No.13 in Schedule 15) 9,775 8,536iv) Provision for Taxation 5,099 5,099

(Net of Advance Tax and Tax deducted at Source)v) Proposed Dividend on Equity Shares 2,240 3,360vi) Tax on Proposed Equity Dividend 363 558

————— —————75,233 68,739

————— —————Total 224,924 181,217

38


(Rs. in thousands)SCHEDULES TO PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011

31.03.2011 31.03.2010 Rs. Rs.

SCHEDULE - 9

GROSS SALES

i) Sales - Own Products 962,212 849,143ii) Sales - Others 19,702 6,624

————— —————981,914 855,767

SCHEDULE - 10

OPERATING REVENUES

i) Sale of Scrap 13,603 9,138ii) Sale of Materials {Includes consumables Rs.38 thousands

(previous year Rs. 214 thousands)} 1,411 740iii) Export Incentives 18,826 14,538iv) Other Receipts 1,613 1,701

————— —————35,453 26,117

SCHEDULE - 11

OTHER INCOME

i) Income from Investment 2 1ii) Profit on sale of assets 430 82iii) Interest on Income Tax refund 179 -iv) Interest on Deposits [TDS Rs.43 thousands (PY Rs. 46 thousands)] 588 203v) Other Income 3 2

————— —————1,202 288

LESS : Transferred to borrowing costsPending allocation (net) under Schedule 5 393 -

————— —————809 288

SCHEDULE - 12

MATERIAL COST OF GOODS SOLD

Opening Stock :i) Finished Goods 15,181 31,604ii) Work in Progress 21,378 22,512iii) Scrap 547 3,049

————— —————37,106 57,165

Excise Duty on Stocks 103 (214)————— —————

37,209 56,951Less : Cl

Date post:	26-Jan-2021
Category:	Documents
Upload:	others
View:	0 times
Download:	0 times

annual report 2009-10 - Bombay Stock ExchangeChennai 600 018, to transact the following: Ordinary...

Documents