Galaxy Bearings Ltd

Dear Members,

Your Directors have pleasure in presenting this Twentieth Annual Report together withthe audited accounts of the Company for the year ended 31st March, 2010.

Operations

Your Directors have to report that the Company's performance was satisfactory duringthe year under review The Company has secured sales at Rs.24.80.57.095/- i.e. increase ofabout 23% over the previous year's sales. The Company has executed export orders worthRs.4 99 Crores as against orders worth Rs. 6.44 Crores for the previous year. There hasbeen persistent inflation with heavy fluctuations in the foreign exchange rates, resultinginto loss of Rs 81 82 lacs. This being unsual item, the Company decided to write off 1/3*amount of such loss to the profit and loss account and the balance transferred to"Foreign Currency Monetary Item Transaction Difference Account" in loans andadvances*. The Company has received export incentives of Rs.29.13 Lacs. The Company hasearned profit of Rs.49.87.988/- as against Rs.32.62.866/'- (after taxes) earned during theprevious year. Your Directors expect better results in the years to come

Deposits

The amount borrowed by the Company is exempted and is not a deposit within the meaningof Rule 2 (b) (xi) of the Companies (Acceptance of Deposits) Rules. 1975.

Particulars of Employees

There were no employees covered under Section 217 (2A) of the Companies Act. 1956 readwith the Companies (Particulars of Employees) Rules, 1975 and hence particulars are notgiven.

Directors

Shri Navinchandra M Patel and Shri Bharatkumar K Ghodasara are due to retire at theensuing Annual General Meeting and eligible offered themselves for re-appointments. TheDirectors recommend the appointments.

The Directors confirm

a) that in the preparation of the annual accounts, the applicable accounting standardshave been followed and that no material departures have been made from the same.

b) that they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the year ended on 31st March. 2010.

c) that to the best of their knowledge and information, they have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act. 1956 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; and

d) that they have prepared the annual accounts on a going concern basis. Listings Theshares are continued to be enlisted with the BSE. i.e. The Bombay Stock Exchange Ltd,Mumbai. The Company has paid annual listing fees to the BSE.

Auditors

M/s J T Shah & Company, Chartered Accountants, retire as Auditors of the Company atthe ensuing Annual General Meeting, but being eligible, offer themselves for theirre-appointment.

The other observations of the Auditors read with Notes to the Accounts are selfexplanatory.

Corporate Governance

As required under the amended provisions of Clause 49 of the Listing Agreements, theCompany has already implemented the code of corporate governance for the year under reviewThe CFO/CEO has reported necessary compliances A separate report on corporate governanceas well as Management Discussion and Analysis Report of the Company form part of thisAnnual Report

Conservation of Energy. Technology Absorption etc

The Company is conscious about conservation of energy and taken steps for optimum usageInformation pursuant to Section 217 (1) (e) of the Companies Act. 1956 read with theCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 andthe details of foreign exchange earnings and outgo are also given by way of an Annexureforming part of this Report.

Acknowledgements

Your Directors place on record of its appreciation of the co-operation and assistancereceived from Bankers of the Company. Your Directors wish to thank valued customers andsuppliers of the Company for their co-operation.

Your Directors also appreciate the sen/ices rendered by staff members with theirsincere and dedicated services provided to the Company.

ANNEXURE TO THE DIRECTORS' REPORT

Information pursuant to Section 217 (1) (e) of the Companies Act. 1956 read with theCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. andforming part of Director's Report:

I. CONSERVATION OF ENERGY The Company is conscious to save energy and has adoptedvarious measures including improvement in manufacturing process, for competitive products.The Company has not made any additional investment. The other information is given as perForm A.

FORM A

(Form for Disclosure of Particulars with respect to Conservation of Energy)

A Power & Fuel Consumption

FORM B

(Form for disclosure of particulars with respect to absorption)

Technology absorption, adaptation and innovation

(a) Technology imported,

(b) Year of import

(c) Has Technology been fully absorbed?

(d) If not fully absorbed, areas where this has not taken place, reasons there for andfuture plans of action.

III. Foreign Exchange Earnings and Outgo: