Year Ended March 31, 2008 - Lumax Auto Technologies Ltd.

DIRECTORSMr. Anmol Jain, Mr. Sandeep Dinodia, Directors are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselvesfor re-appointment.Your Directors recommend the re-appointment of the above said Directors at the ensuing Annual General Meeting.DIRECTORS RESPONSIBILITY STATEMENTAs required under Section 217(2AA) of the Companies Act 1956, the Directors state:(i)(ii)(iii)(iv)that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2008, the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profitor loss of the company for that period;that the Directors have taken proper and sufficient 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 for preventing and detecting fraud and otherirregularities;that the Directors have prepared the Annual Accounts on a “going concern” basis.FIXED DEPOSITSDuring the year under review the company has not accepted any Deposit under Sections 58A and 58AA of the Companies Act, 1956 read with theCompanies (Acceptance of Deposits) Rules, 1975.AUDITORSM/s D. R. Barve & Co, Chartered Accountants are proposed for re-appointment as Statutory Auditors of the Company from the conclusion of theensuing Annual General Meeting till the conclusion of the next Annual General Meeting. They have given their consent to act as Auditors of theCompany and have further confirmed that their appointment would be in conformity of the provision of Section 224(1B) of the Companies Act,1956. The Board recommends their re-appointment for the approval of members in the ensuing Annual General Meeting.SUBSIDIARY COMPANY100% SUBSIDIARY- LUMAX DK AUTO INDUSTRIES LIMITEDIn accordance with Section 212 of the Companies Act, 1956 the Audited Statements of the Accounts of the Companies Subsidiary Lumax DKAuto Industries Limited together with the reports of the Directors and Auditors thereon for the year ended March 31, 2008 are annexed hereto andform part of this Report.CONSOLIDATED FINANCIAL STATEMENTThe Consolidated Financial Statements of the Company and its 100% subsidiary Lumax DK Auto Industries Limited as prepared in accordancewith the Accounting Standard 21 are annexed hereto and forms part of this Report.MANAGEMENT DISCUSSION & ANALYSISPursuant to the provisions of Clause 49 of the Listing Agreement, Management Discussion & Analysis is annexed as part of this report separatelyas Annexure - A.OTHER INFORMATIONDisclosure of information regarding Conservation of Energy, Research & Development, Technology Absorption and Foreign Exchange Earningand Outgo etc. under Section 217(1)(e) of the Companies Act, 1956 is annexed separately as Annexure - B. None of the employees were inreceipt of remuneration exceeding the limits prescribed pursuant to Section 217 (2A) of the Companies Act, 1956, read with Companies(Particulars of Employees) Rules, 1975 during the year ended March 31, 2008.CORPORATE GOVERNANCEThe report on Corporate Governance together with the Auditor's Certificate regarding the Compliance of conditions of Corporate Governance asstipulated in Clause 49 of the Listing Agreement is annexed and forms part of this Annual Report as Annexure C.6