Saint-Gobain Sekurit India Ltd

The Members,

Saint-Gobain Sekurit India Limited

Your Directors present the Thirty-ninth Annual Report of your Company along withthe Audited Accounts for the year ended 31st March, 2012.

(Rs. in Lacs)

Responsibility Statement:

Your Directors confirm that:

i) in the preparation of annual accounts, the applicable accounting standards have beenfollowed;

ii) appropriate accounting policies have been selected and applied consistently andjudgements and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs of the Company as at 31st March, 2012 and ofthe profit of the Company for that year;

iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956, forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) the annual accounts have been prepared on a going concern basis.

Operations:

The automotive sector witnessed a sharp drop in growth in the year under review.Despite this, your Company's sales increased by 11%. This was achieved largely on accountof good sales to the commercial vehicle and three wheeler segments of the market. Theoperations at both Chakan and Bhosari plants continue to make progress in technicalperformance with inputs from the parent company's international technical assistanceteams. However the year under review has seen significant input cost increases which haveput pressure on margins and profits, only a part of which has been offset by priceincreases from customers.

Environment, Health & Safety:

Your Company is committed to ensure a clean and green pollution-free environment aswell as a healthy and safe work place at all its plant locations. Environment, Health andSafety is accorded the highest priority within Saint-Gobain. Strict adherence to allregulatory requirements and guidelines is maintained at all times. Your Company's plantsat Bhosari & Chakan are certified under ISO 14001 and OHSAS 18001.

Corporate Governance Report and Management Discussion & Analysis Report:

a) As per Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited,Corporate Governance Report and Management Discussion and Analysis Report are annexed andform part of the Directors' report. (Annexure A & C respectively)

b) Certificate dated 18lh May, 2012 of M/s. V.N. Deodhar & Co., CompanySecretaries, regarding the compliance of the conditions of the Corporate Governance asstipulated in Clause 49 of the Listing Agreement with the Stock Exchange, is enclosed.(Annexure B )

Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo:

The Company is focused on energy conservation, as a key component of its overallstrategy to remain competitive. The Company ensures that scarce energy resources areutilised in the most productive manner. The consumption of energy is closely monitored.Regular studies are conducted to analyse quantitative energy consumption pattern,variances are rigorously scrutinised and accordingly continuous efforts are made towardsfurther improving efficiency.

As required by the Companies (Disclosure of Particulars in the Report of the Board ofDirectors) Rules, 1988, the relevant information pertaining to conservation of energy,technology absorption and foreign exchange earnings and outgo as required in theprescribed format is annexed (Annexure D) and forms part of this Report.

Employee Relations:

The Company continues to place significant importance on its human resources and enjoyscordial and peaceful relations at all levels. During the year, various initiatives foremployee involvement and efficiency improvement were undertaken.

The Directors are pleased to place on record their appreciation of the hard work andthe contribution made by all the employees. As at March 31,2012, there were 182 employees.

Fixed Deposits:

The Company has not accepted any Fixed Deposits from the public under Section 58A ofthe Companies Act, 1956.

Listing:

The Equity Shares of your Company are currently listed on the Bombay Stock ExchangeLimited (BSE). The Company had received a proposal from Saint-Gobain Glass India Limited,Promoter of the Company on 18,h May, 2011 for voluntary delisting of equity shares of theCompany from the BSE. The Board of Directors of the Company, at its meeting held on 18thMay, 2011, approved and recommended the same to the shareholders for approval through aPostal Ballot in accordance with Section 192A of the Companies Act, 1956, and the rulesframed thereunder. A Special Resolution through postal ballot under section 192A of theCompanies Act, 1956 was passed on 4lh July, 2011. Your Company received"in-principal" approval from the BSE on 10th May, 2012.

Particulars of Employees:

There are no employees whose information is required to be given as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules,1975, as amended.

Directors:

As per the provisions of the Companies Act, 1956 and Articles of Association, Mr.Padmanabha Shetty retires by rotation and being eligible offers himself for reappointment.

Auditors:

M/s Price Waterhouse, Delhi (Firm Registration No. 012754N) Chartered Accountants,Auditors of the Company, retire at the conclusion of 39lh Annual General Meeting of theCompany and have expressed their willingness to continue as Auditors of the Company. M/s.Price Waterhouse, (Firm Registration No.012754N) Chartered Accountants, have conveyedthat, if appointed, they would be eligible to act as Auditors of the Company.

You are requested to appoint Auditors for the current financial year and fix theirremuneration.

Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the continuoussupport received from your Company's customers, its dealers and suppliers and from itsBankers. Your Directors also acknowledge with gratitude the encouragement and supportextended by its valued shareholders.

On behalf of the Board of Directors,