Gujarat Automotive Gears Ltd

Your Directors have pleasure in presenting the Thirty-Eighth Annual Report of the Company together with the audited accounts for the Year ended on March 31, 2009

OPERATIONS:

Total Turn over during the year is Rs.l281.46Lac (Previous Year Rs. 1071.19Lac) showing increase of 19.62% over the previous year. We have made a Profit after depreciation and interest of Rs. 178.25 Laces (Previous Year Profit of Rs 76.54 Laces). Exports during the year was Rs. 1225.83 Laces as against Rs. 931.10 Lacs during Previous year showing a growth of 31.65%.

Focus on export sales with regular visits to existing customers has lead to increase in volumes as well as better realization and also tapping of new markets has resulted in higher percentage of export sales which will be continued.

Director's Responsibility Statement: Your Board States that

I) In the preparation of the annual account for the year ended on 31st March, 2009 the applicable, accounting standards had been followed and there had been no material departures from the said standard.

II) The directors had selected such accounting policies and applied it consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2009 and of the profits of the company for the year ended on that day.

III) The directors had taken proper and sufficient care for the maintenance and adequate accounting statement 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.

IV) The directors had prepared annual accounts for the year ended 31st March 2009 On a going concern basis.

DIVIDEND:

The Board recommends 30% dividend (i e Rs 3.00 Per Share) for the year ended 31st March, 2009.

DIRECTORS:

Mr M D Patel and Mr A H Patel shall retire pursuant to Article 132 of the Articles of Association of the Company and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is NIL

PUBLIC DEPOSITS:

The company has not accepted deposits U/S 58 A of the Companies Act, 1956 during the year.

AUDITORS' REPORT:

The observation of the Auditors if any is explained by way of appropriate notes to the accounts.

AUDITORS:

Messrs Kanu Doshi Associates, the Auditors of your Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate of M/s Dinesh Mehta & Co. Company Secretaries as required under the Provision of section 383A(1) of the companies Act,1956 is annexed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement containing the necessary information in accordance with Section 217 (i)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and marked annexure A to this report.

ACKNOWLEDGEMENT:

Your Directors convey their deep sense of gratitude to the employees and Company's Bankers - for their co-operation and assistance.

ANNEXURE - 'A'

INFORMATION AS REQUIRED UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

I. CONSERVATION OF ENERGY :

II. TECHNOLOGY ABSORPTION :

Efforts made in Technology Absorption as per Form-B

2) Technology absorption, adaption and innovation :

FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Activities relating to exports initiative taken to increase exports, development of new export markets for products and services and export plans :

Export sales has increased substantially due to regular followup visits to various markets, also visit fairs and exhibition for new customers product development.