Gabriel Report 06

Gabriel India Limited
Board of Directors Financial Controller &

Company Secretary
Deep C. Anand Manoj Tulsian
Chairman
Bankers
K. N. Subramaniam Standard Chartered Bank
Bank of India
Managing Director
ICICI Bank
Punjab National Bank
B. L. Ruddy IndusInd Bank
Russi Jal Taraporevala Citi Bank
C. S. Patel
Ravi K. Sinha Auditors
Jaithirth Rao Price Waterhouse & Co.
M. S. Sandhu
Padmini Khare Kaicker Solicitors
Arvind Walia Udwadia & Udeshi
Corporate Offices Manufacturing Facilities 52-55, S.No. 102/3 -106 (PT)

Sipcot, Phase - II
1 Sri Aurobindo Marg Ride Control Products Moranapalli Village
New Delhi 110 016 Hosur 635 109 (Tamil Nadu)
Tel : 011 - 26564542, S-304, LBS Marg
26564666 Mulund (West) B-193, Phase -II
Fax : 011 - 26862644 Mumbai 400 080 (Maharashtra) Dist. Gautam Budh Nagar
Noida 201 305 (Uttar Pradesh)
Magnet House Chander Nagar Indl. Area
N M Marg Delhi-Jaipur Highway Engine Bearings
Ballard Estate Gurgaon 122 001 (Haryana)
Mumbai 400 038 Plot No. 5, Sector II
B-2 MIDC Parwanoo 173 220
Registered office Ambad Indl. Area (Himachal Pradesh)
Nashik 422 010 (Maharashtra)
29th Milestone 38th Milestone, NH 8,
Pune-Nashik Highway 5, Industrial Area No. 3 Delhi-Jaipur Highway
Village Kuruli Agra- Mumbai Road Behram Pur Road, Khandsa,
Taluka Khed Dewas 455 001 Gurgaon - 122 001
Pune 410 501 (Madhya Pradesh) (Haryana)
(Maharashtra)
Tel: 02135-645031-34, 29th Milestone Engine Bearings (100% EOU)
Fax: 02135-661030 Pune-Nashik Highway Plot No. 5, Sector II
mail: secretarial@ Village Kuruli Parwanoo 173 220
gabriel.co.in Taluka Khed (Himachal Pradesh)
Pune 410 501 (Maharashtra)
Gabriel 1-FINAL.p65 1 8/5/2006, 1:57 PM

Financial
Highlights
2005-06 2004-05
Domestic Sales (Rs. Million) 5461.2 4635.3
Export Sales (Rs. Million) 156.2 143.3
Total Sales (Rs. Million) 5617.4 4778.6
Profit Before Tax (Rs. Million) 152.9 263.3
PBT as a % to Sales 2.7 5.5
Profit After Tax (Rs. Million) 88.4 178.9
PAT as a % to Sales 1.6 3.7
Return on Net Worth (%) 8.9 18.6
Net Worth per Share (Rs.) 13.9 134.2
Earning per Share (Rs.) - Basic & Diluted 1.2 24.9
Dividend per Shares (Rs.) 0.70 7.0
Dividend Cover (Times) 2.7 4.6
Return on Total Assets (%) 2.8 6.4
2 ANNUAL REPORT 2006

Company
Highlights
■ TS 16949: 2002 certification for Noida facility
■ Shock Absorber supplies for General Motors Aveo from Chakan
■ ‘Best Vendor’ award from Eicher Motors for Dewas facility
■ ‘Best Vendor’ for quality and delivery from HMSI for Hosur facility
■ Gas Shock Absorbers for Victor Edge introduced by Hosur plant
■ Hosur plant commenced supplies to TVS new model motorcycle ‘Star’
■ Maruti Udyog recertified Noida facility and rated it among the best in QMS
■ Nashik facility achieved the target of zero PPM in ‘0’ km
GABRIEL INDIA LIMITED 3

manufacturing facilities across the Shock Absorbers, Struts and Front
country - seven for Ride Control Forks catering to the requirements of all
Products and two for Engine Bearings. segments of the market - OE,
Nashik, Chakan, Dewas, Noida, Hosur Replacement and Exports - for
and Parwanoo are all QS 9000 application in four, three and two-
certified; Hosur, Dewas and Chakan wheelers as well as the Indian
plants have ISO 14001 and OHSAS Railways. Most of the facilities of
18001; Mulund ISO 9000; Hosur, Gabriel India are located in close
Dewas, Noida, Nashik and Chakan proximity to those of its OE customers
facilities have TS 16949: 2002 edition. to facilitate JIT supplies.
With over four decades of experience, Gabriel India’s Mulund Plant

judicious investments in plant and
machinery, improved process
capabilities and technological up-
gradations, the Company is equipped
with the capacity to meet stringent and
Company high demand for quality products.
Profile
Gabriel India Limited is a leading Ride Control manufactures Shock absorbers for
manufacturer of Shock Absorbers,
Struts, Front Forks and Engine
Products two/three wheelers, cars, LCVs, HCVs,
air suspension buses, railways and is a
Bearings, with the widest range of Ride The seven Ride Control facilities have a major supplier of shock absorbers to
Control products in India. The name combined capacity of over 10 million OEMs like M&M, Bajaj Auto, Wheels
‘Gabriel’ is synonymous with ride
control products and has established a
strong presence both in domestic OE
as well as overseas markets.
Since its inception in 1961 with a single

plant in Mulund, Mumbai, the Company
has grown manifold and now has nine
TOP PHOTO: Gabriel India Annual General Meeting at

Chakan
CENTRE: Mr S Sengupta, GM-Commercial Vehicles,
Gabriel India receiving the ‘Best Vendor’ award from Mr
S Sandilya, Group Chairman & Chief Executive (left) and BOTTOM LEFT: Mr Tim Huffman, Cummins Inc., BOTTOM RIGHT: Mr Lukas Folc, MD, Skoda Auto India
Mr Rajesh Mittal, GM-Materials & Manufacturing Columbus examining the bearing machining on the on a visit to Gabriel-Chakan with the Anand Automotive
(center), Eicher Motors Autoline during his visit to Gabriel-Parwanoo Systems team

award in proprietary category in 2005 To ensure JIT supplies to Maruti, the
from Eicher Motors for its contribution first Strut plant of the Company was set
to supply chain management for the up in Gurgaon. Owing to its continued
second consecutive year. focus on customer satisfaction and
upgraded quality products, the plant
Gabriel Dewas is the single source receives technological assistance from
supplier to Tata Motors, Lucknow and KYB Corp, Japan to meet the stringent
the newly launched Tata Ace vehicle. customer requirements.
India and Sutlej for air suspension The facility also has 80% share of the
buses and also the Indian railways. Shock Absorber business with Ashok Having undergone capacity expansion
Shock absorbers for Golf carts, Leyland. The plant has added the for Front Forks to meet the increasing
Carvans & Railways are also exported newly launched 1518, 2515 and 207 demand of 2-wheelers in India,
from the plant. flat body vehicles of Tata Motors Ltd to Gabriel’s Hosur facility now produces
its existing list of customers. 0.65 million Front Forks and 2.1 million
The Dewas facility manufactures Shock Absorbers per annum. The plant
hydraulic, gas-pressurised and spring ensures JIT supplies to TVS Motor Co.
seat Shock Absorbers as well as at Mysore and Hosur as well as Royal
Cartridges for passenger cars and Enfield at Chennai and Honda
commercial vehicles. The plant during Motorcycle and Scooter India at
the year recorded the highest Manesar, its major customers. The
production level of 1.99 million shock plant embarked on an expansion drive
absorbers since its inception in 1992. to meet the growing demand for
The plant received the ‘Best Vendor’ motorcycles. Owing to the commitment
Top: Mr Masao Nakamura, Director-SOQI Inc., Japan

(left) handing the Gas filled shock absorbers to Mr VR BOTTOM:
BOTTOM: Mr Mr KAtul
Kamaraj - Engineer,
Kirloskar, Product
Chairman and MD,Engineering
Rao, of Toyota Kirloskar Motors
and (2nd from right), Mr K Vice
Miyahara,
TOP: Manager-Materials,
Gabriel Dewas teamTVS withMotor Co., Hosur
the TS16949 at the
certification Kirloskar Oil Engines Mr Vikram Kirloskar,
launch of the Gas filled Shock absorbers Project
Chairman,Manager,
ToyotaOverseas
Kirloskar Project
Motors Group, Toyota
on a visit Motor
to Gabriel-
CENTRE: Mr T Shimizu-Vice President, Mr
CENTRE: Installed a new Shock Absorber assembly T Yoneda- Corporation
Chakan with (centre),
Mr Deep Mr S Yamaguchi,
C Anand, Chairman, DGM,
AnandProduct
Director
line and Mrplant
at Chakan Haruo to Tatsumi, Yamaha
manufacture Motors,Shock
world-class Design & Development
Automotive Systems and Div.,
Mr Toyota
Nanal, Kirloskar
Plant Head,Motors on
Surajpur, onfora new
Absorbers visit to Gabriel Hosur
generation plant cars
passenger aGabriel-Chakan
visit to Gabriel Chakan plant

the requirement of Yamaha Motorcycles for world-class vehicles, OEMs are
and a wide range of products for the benchmarking international practices to
Aftermarket. deliver quality and performance within
cost-effective means. In view of this,
The Chakan facility, located near Pune, the component suppliers are under
manufactures Shock Absorbers and tremendous pressure to not only
Struts for new generation cars with reduce cost but also upgrade the
technology from KYB Corp, Japan, product technology capabilities.
KYBSE Suspensions-Europe, Spain, a
wholly owned subsidiary of KYB Corp, OEMs are developing various platforms
Japan and Arvin Ride Control Products, globally, which require close co-
USA. The plant maintains its position as ordination with our technology partner
a single source supplier for Ford-Ikon, KYB Corp., Japan to develop new
Ford-Fiesta, Hyundai-Santro, Toyota
to its customers, the facility has Innova, Tata Indica, GM Tavera and will
initiated TPM for continuous start supplies to Ford B-226 (Fusion)
improvement on productivity, quality, platforms from 2006 - 2007.
cost and delivery. Exports to its
technical collaborators - SOQI Inc.,
Japan and Yamaha continued, during
the year.
Research and
Development
The Nashik plant manufactures Shock products for customers such as Maruti
Research and development has always
Absorbers for two and three wheelers Udyog Ltd (Suzuki), Toyota and Nissan.
been the hallmark of Gabriel. With
and Telescopic Front Forks for Value added services such as CAE &
increasing expectations of consumers
motorcycles with technological know- Ride tuning have become a norm.
how provided by SOQI, a 100%
subsidiary of Yamaha Motor Company, In its effort to meet the customer
Japan. It is a major supplier to both the requirements, systematic investments
OE and Aftermarket customers. have been made in manpower,
enhancing hardware, software
The Noida facility manufactures Shock capabilities and in particular Product
Absorbers and Front Forks, catering to Validation and Testing facilities.
TOP: Mr Masao Oono, GM-Operations Planning Dept,

and Mr H Hatakeyama, Staff Manager, Operations
Planning Dept, Auto Component Operations, KYB
Corp., Japan on their visit to the Gurgaon plant
CENTRE: SOQI, Japan team on a visit to Gabriel-Noida,
being welcomed at the plant. Seen in the picture are: Mr BOTTOM LEFT: Mr Koichi Ema, Supervisor-Inspection
Shigeaki Nagano, Sales GM, Mr Yoshio Mabuchi, Group, Suzuki Japan, Mr Izumi Shibuy, Head-R&D and
President and Ms Junko Takagi, Sales Dept, SOQI, QC and Mr Milind P Hedaoo, Manager-R&D and QC,
Japan Suzuki India on their visit to the Hosur facility

World-Class Engine
Organisation Bearings
To maintain the leadership position in Gabriel India’s Engine Bearings facility
Ride Control products, Gabriel India was set-up in 1978 at Parwanoo
focuses on its state-of-art (Himachal Pradesh) in collaboration
manufacturing technology. Strong and with Federal-Mogul Corporation, USA,
experienced team of specialised world leader in thin-walled, bimetal
The Company has set-up a new engineers work continuously to develop Engine Bearings. The plant
Product Validation Centre at its Nashik indigenous solutions to provide world- manufactures a complete range of
facility to provide complete research & class products at low cost. In its Bimetal Bearings, Bushes, Flanges and
development with state-of-the-art endeavour to enhance customer Thrust Washers, including manufacture
testing and validation facility for shock satisfaction, the Technical Service of metal powder and bimetal strips.
absorbers and front forks. A new high- Group continuously develops Gabriel India is a leading supplier of
speed durability test machine, breakthrough solutions in process
fabricated locally has also been engineering thus providing improved
installed. These investments in R&D will product life.
yield new product development and
strengthen its portfolio providing During the year, the Company made
impetus to the growth of the Company, several process innovations, which led
besides being the preferred choice for to improvement in product
the OEMs in India. performance.
TOP: Mr S Sengupta, GM-Commercial Vehicles,

Gabriel India presenting a memento to the ArvinMeritor
team on their visit to the Dewas plant, seen from L-R:
Mr Dragos Oprea, Manager-Quality Assurance, Mr Jim
Barbison, Director-Worldwide Product Engineering and
Mr Nelson Goncalves, Director-Business Dev & Product
Mgt Suspensions and Ride Control Worldwide
CENTRE: Mr Hiroshi Nakamura, Group Manager- BOTTOM : Gabriel-Chakan team received the Anand
Purchasing Division,Toyota Motor Corp being Engineering Excellence award for invention of New
welcomed at Gabriel-Chakan Method by using digital vision technology for detection
of nodular chrome in Piston Rods

Equipped with the latest sophisticated
machinery, the facilities have a
combined annual manufacturing
capacity of around 22.4 million pieces.
The manufacturing facilities are
vertically integrated from raw material
to finished products in equipments
which have programmable logic
controllers. These include induction
furnaces, tandem sinter lines, state-of- Collaborators
the-art ‘Autoline’, automatic presses,
high speed boring and broaching Gabriel India is in financial cum
machines. The plating facility uses the technical collaboration for Ride Control
latest logic controls and has an Products with ArvinMeritor Inc., USA,
advanced effluent treatment plant. The global provider of integrated systems,
testing facility includes a computerised modules and components to the motor
engine bearings to domestic OEMs and vehicle industry serving light vehicle,
Bearing profile analyser, atomic
the replacement market in the commercial truck, trailer and specialty
absorption spectrometer and other
automotive industry as well as other original equipment manufacturers and
metallurgical equipment to sustain the
segments such as Railways, Marine certain aftermarkets, having an annual
high quality of finished products.
and Power generation. The products sales turnover of US $ 8.8 billion.
are also being exported to several
While the Parwanoo plant is already QS
overseas markets. The Company also has technical
9000 certified, the Company is also
working towards a TS 16949 agreements with KYB Corp., Japan,
Responding to the growth in demand KYBSE Suspensions-Europe, Spain, a
certification and is committed to health,
from the passenger car industry for wholly owned subsidiary of KYB Corp.,
safety and environment.
Aluminium Tin Bearings, the Company Japan and SOQI - a 100% subsidiary
set-up a facility in Khandsa (Haryana) in
2003. Catering to the requirements of
customers in the OE and Aftermarket
segments, the Khandsa plant also
manufactures large size Bearings for
Railways and Bushes for automotive
applications.
BOTTOM LEFT: Team from Yamaha Motors, Japan and

TOP LEFT: Gabriel-Chakan team received the Yamaha Motors, India, planting a Coconut tree at
‘Productivity’ award for Capacity improvement of Rod Gabriel-Hosur
and Strut Body Cell BOTTM RIGHT: Gabriel India team receiving the
CENTRE: Mr Hiroshi Ogawa, GM-KYB, Corp, Japan Golden Peacock National Award for ‘Process
(centre) on a visit to Gabriel-Hosur with the Gabriel Innovation’ from Mrs Shiela Dixit, Hon’ble Chief
India team Minister of Delhi

of Yamaha Motor Company, Japan. The Company lays emphasis on strong brand image, the Company
The Collaborators offer continuous trained sales personnel interacting undertakes various marketing initiatives
support, including technical know-how closely with the channel partners and like introducing a vast product range,
and training in latest manufacturing other decision makers in its endeavour new product development, market
processes along with regular visits to to provide quality products. A penetration, sales promotion and
the Company’s plants by senior countrywide distribution network, market research activities for both the
technical executives of the comprising a large dealer base built trade and various segments of vehicle
collaborators. over the years is maintained to achieve owners. All this helps the Company to
successful market penetration. understand the changing business
Federal-Mogul, USA also continues to scenario and provide insights on
hold equity of a little over 5% in the Regular meets are organised by the market potential to stay ahead.
Company. Company to provide a platform for
exchange of information with
mechanics and reborers. Its all-India
Exports
Marketing service network provides technical
support to reborers and mechanics on Owing to its focus on exports for Ride
Strategy product related issues. To reinforce its Control products, the Company has a
Gabriel’s customer centric approach

has led to its position of a market
leader for RCD products and a
significant presence in the Engine
Bearing industry.
TOP: Gabriel’s announcement of sponsoring a team at

FISSME 2005, Mr KN Subramaniam, MD-Gabriel India
with the team at the Corporate HQs of the Group BOTTOM RIGHT: Gabriel’s participation at a Mechanic
BOTTOM LEFT: Team Gabriel in action meet at Trichy

year grew by 42% over the last financial The thrust areas for Engine Bearings
year. Exports to SOQI, Japan increased has been export of copper lead
significantly over the last year and will powder and sintered strips to Europe
continue to grow, owing to the new and North America, which is being
product development. In its foray to aggressively pursued with Global
expand its presence in the overseas manufacturers. Owing to the focus on
market, the Company has started exports, a 100% EOU is being set-up
supplies of shock absorbers to the at Parwanoo for Flange Bearings,
Latin American region. which is in the commissioning stage
and is undergoing trial runs.
To achieve the targeted export growth,
Gabriel India has signed a Global
Supply contract with ArvinMeritor, Human
CVS–Ride Control products division,
Toronto, Canada for the supply of 2
Resource
Million Shock Absorbers per annum
valued at USD 12 million per annum to
Development
the OEM segment in North America, People are its most important asset - is
i.e. USA, Canada and Mexico. New the firm belief of the Company. Its
products will be developed within the people-practices focus on personal
next 3 years to attain the full potential and professional development to align
of this business, mentioned above, individual goals with organisational
focussing towards OEM requirements objectives. The People orientation is
in the Commercial vehicle, All Terrain enshrined in the Anand Way - our core
vehicle and Recreational vehicle values - that form the basis of the
segments. working culture at Anand, which
significant penetration of attractive

markets besides being a supplier to its
partners and direct sales to OEMs. The
Company also developed a large
number of products during the year to
cater to the new requirements of SOQI
Inc., Japan. The exports during the
TOP: Gabriel-Noida team receiving the TS16949 BOTTOM LEFT: Mr Abhange, GM-Technical, Gabriel
certification India, delivering a lecture on 2X2 productivity initiative
undertaken at Gabriel India, sharing his experience at
CENTRE: R-L: Mr Arun Babbar, Associate VP-
the ACMA forum
Materials and Mr Haruo Tatsumi, Executive Director &
Executive VP, Yamaha Motors India on a visit to BOTTOM RIGHT: First Aid training in progress at
Gabriel-Nashik Gabriel-Chakan

inculcates best practices through programmes tailor-made to the organised depending on the
participation, pride in belonging, Company’s requirements. requirements of the people.
development and growth opportunity,
open and honest communication and Significant technical training
commitment to and from people. This
philosophy and innovative practices
programmes like TPM, lean
manufacturing, Kaizen, TQM and Six
Corporate
have helped the Company in retaining Sigma are organised for all levels of Social
its efficient and dedicated workforce. people, QCDGP initiative also forms an
integral part of the training process
Responsibility
In keeping with the Group’s values, the where emphasis is laid on improving The Company continues to attach
Company provides immense Quality, Cost, Delivery, Growth, importance to the pursuit of excellence
opportunities for training and Productivity/Profitability. Other training as a responsible corporate citizen in its
development besides other growth programmes for soft skill development operations. Thus fostering the ‘spirit of
opportunities. Job rotation, multi- like leadership, building assessment giving’ by supporting SNS Foundation,
function responsibilities, empowerment skills, time management, personality a charitable Trust.
and overseas secondment are few development, stress management are
initiatives to create a congenial and
motivational environment. Training is an
important process for development of
people – this belief of the Company is
fulfilled by Anand’s technical and
management institute, Anand ‘U’,
which designs and conducts
TOP: Shareholders of Gabriel India being welcomed at

the Chakan facility BOTTOM RIGHT: HIV/AIDS awareness & prevention
BOTTOM LEFT: Inauguration of a Creche at Gabriel- activity through various audio visual media organised
Hosur by Mr Arvind Walia, COO, Gabriel India by SNS Foundation in Mumbai

In the ’70s, Gabriel India was the first coast districts of Tamil Nadu State of
Company to set up a facility in India.
Parwanoo, a ‘notified backward area’
then, which has helped to provide Government of India has given due
employment opportunities for the recognition to SNS Foundation by
people and develop the township as an granting 100 % tax exemption under
industrial base. Today, Anand also runs section 35AC of the Income Tax Act.
an educational institution - the
Himachal Primary School, a hostel for
working women and a dispensary for
the residents of Parwanoo.
The Foundation was among the first to

SNS Foundation, the CSR wing of undertake a long-term, live-stock-
Anand Automotive Systems, has over based community empowerment
the years set-up development centres programme of the victims of Tsunami
throughout the country, in places where with the contributions received from
its manufacturing facilities are located. Heifer International, Anand Automotive
All SNSF programmes are aligned to Systems, its employees and Anand
the country’s development goals, collaborators. The first 3-year phase of
aimed at empowerment of women, the programme for providing value-
providing education for children as a based livelihood restoration,
strategy to eliminate child labour, conservation of environment and
sustainable livelihood activities disaster preparedness centres around
integrated with natural resource 900 families in 12 villages in one of the
management and reproductive health. three worst Tsunami affected east-
TOP: Dr Prakash Jadhav, Deputy RTO explaining the BOTTOM: Dr Thimmaya educating the farmers from
importance of road safety at Janta Marathi Medium Kumbhawas village on organic farming techniques, a
School, Nashik as part of the ‘Road Safety’ campaign programme initiated by SNSF at Gurgaon and adjoining
organised by SNS Foundation villages.

Working Results at a Glance
Sales (Rs. million) Gross Profit (Rs. million)

96-97
97-98
98-99
99-00
00-01
01-02
02-03
03-04
04-05
05-06
96-97
97-98
98-99
99-00
00-01
01-02
02-03
03-04
04-05
05-06
Shareholders’ Funds (Rs. million) Distribution of Income (In %)
96-97
97-98
98-99
99-00
00-01
01-02
02-03
03-04
04-05
05-06

Working Results at a Glance
Year 96-97 97-98 98-99 99-00 00-01 01-02 02-03 03-04 04-05 05-06
Rs. Million
Share Capital 71 71 71 71 71 71 72 72 72 72
Reserves & Surplus 773 822 789 803 831 676 650 770 892 923
Shareholders’ Funds 844 893 860 874 902 747 722 842 964 995
Loans 1338 1573 1556 1425 1371 1282 1050 971 913 1033
Deferred Tax Liability 204 233 237 217 194
Funds Employed 2182 2466 2416 2299 2273 2233 2005 2050 2094 2222
Fixed Assets (Gross) 1460 1723 1800 1870 1960 2043 2302 2454 2545 2729
Depreciation 262 334 429 520 605 725 918 1055 1200 1352
Net Block 1198 1389 1371 1350 1355 1318 1384 1399 1345 1377
Investments 111 158 168 122 115 270 10 10 10 10
Net Current Assets 873 919 877 827 803 645 611 641 739 835
Net Assets Employed 2182 2466 2416 2299 2273 2233 2005 2050 2094 2222
Rs. Million
Sales 2075 2059 2076 2443 2683 3081 3754 4210 4779 5617
Gross Profit 357 346 303 335 345 368 470 492 486 394
Interest 149 193 225 206 186 172 130 84 70 83
Depreciation 48 76 97 98 109 122 137 146 153 158
Profit/(Loss) Before Tax 160 77 -19 31 50 74 203 262 263 153
Tax 21 9 0 4 4 34 86 95 84 65
Profit/(Loss) After Tax 139 68 -19 27 46 40 117 167 179 88
Rs.
Dividend per Share 5.0 2.5 1.0 2.0 2.5 3.0 5.0 6.0 7.0 0.7 *
Earning per Share 19.6 9.6 -2.7 3.7 6.4 5.6 16.4 23.2 24.9 1.2 *
Million Nos.
Production:
Shock Absorbers,
Struts & Front Forks 5.5 5.5 5.6 6.3 6.1 6.4 8.0 8.8 9.8 10.9
Bimetal Bearings 9.5 9.1 6.4 8.1 8.2 8.0 7.9 7.7 8.9 9.2
* Every equity share of Rs. 10/- each was subdivided into 10 equity shares of face value of Re. 1/- each in
terms of a resolution passed by the members in the Extraordinary General Meeting held on Dec. 16, 2005

Notice
NOTICE is hereby given that the Forty-Fourth Annual General Meeting of the Members of GABRIEL INDIA LIMITED
will be held at the Auditorium of Gabriel India Limited, 29th Milestone, Pune-Nashik Highway, Village Kuruli, Taluka Khed,
Pune – 410 501, on Monday, the 24th day of July, 2006, at 2.30 p.m. to transact the following businesses :-
Ordinary Business:
1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2006 and the Profit and Loss Account of the
Company for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.
2. To declare a dividend.
3. a) To appoint a Director in place of Dr. Brian L. Ruddy, who retires by rotation, and being eligible, offers himself for re-
appointment.
b) To appoint a Director in place of Mr. Jaithirth Rao, who retires by rotation, and being eligible, offers himself for re-
appointment.
c) To appoint a Director in place of Mr. C. S. Patel, who retires by rotation, and being eligible, offers himself for re-
appointment.
4. To appoint Auditors to hold office from the conclusion of this Meeting until the conclusion of the next Annual General
Meeting and to fix their remuneration.
Special Business
5. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary
Resolution :-
“RESOLVED THAT in accordance with the provisions of Sections 198, 269 and 309 read with Schedule XIII and all other
applicable provisions, if any, of the Companies Act, 1956, or any statutory modification(s) or re-enactment thereof, approval
of the Company be and is hereby accorded to the re-appointment of and payment of remuneration and perquisites to
Mr. K. N. Subramaniam, as a Managing Director of the Company, for a period of 5 (five) years with effect from February
20, 2006, on the terms and conditions, as set out hereinunder, with power to the Board of Directors (hereinafter referred
to as “the Board” which term shall be deemed to include any Committee of the Board constituted to exercise its powers,
including the powers conferred by this Resolution) to alter and vary the terms and conditions and/or remuneration, subject
to the same not exceeding the limit specified under Schedule XIII to the Companies Act, 1956, or any statutory modification(s)
or re-enactment thereof.
A (I) Salary : In the range of Rs. 80,000 to 300,000 per month (Basic Salary and annual increase therein to be
decided by the Board within the above ceiling).
(II) Special Allowance: As may be decided by the Board from time to time which shall not attract Provident fund,
Gratuity, Superannuation Fund etc.
B. PERQUISITES (including allowances)
a. Housing : Furnished/Unfurnished residential accommodation or house rent allowance of sixty percent of salary
in lieu thereof.
The expenditure incurred by the Company on gas, electricity, water and furnishings shall be valued as per the
Income Tax Rules, 1962.
b. Medical Reimbursement : Expenses incurred for Mr. K. N. Subramaniam and his family in accordance with the
Company’s Rules.
c. Leave Travel Concession : For Mr. K. N. Subramaniam and his family, incurred in accordance with the Company’s
Rules.
d. Club Fees : Fees of clubs subject to a maximum of two clubs. This will not include admission and life membership
fees.
NOTICE-15.p65 15 8/5/2006, 11:19 AM

e. Personal Accident Insurance : Premium as per the Company’s Rules.
f. Contribution to Provident Fund, Superannuation Fund and Gratuity as per the Company’s Rules.
g. Encashment of leave not availed of, as per the Company’s Rules.
h. Provision of car and telephone at Mr. K. N. Subramaniam’s residence for his use.
i. Any other benefits, amenities and facilities including educational allowance for a child as per the Company’s
Rules for the time being in force or authorized by the Board.
j. Housing Loan : In accordance with the Company’s Rules.
In addition to the salary and perquisites, Mr. K N Subramaniam will also be entitled to Management Incentive Bonus as
per the Company’s Scheme and commission as may be decided by the Chairman. However, the total remuneration
payable to Mr. K N Subramaniam by way of salary, commission, perquisites, allowances, benefits and amenities, as
approved by the Board from year to year, shall not exceed the limits laid down in Sections 198, 269 and 309 read with
Schedule XIII and all other applicable provisions, if any, of the Companies Act, 1956, or any statutory modification(s) or re-
enactment thereof. Further, if in any financial year during the currency of tenure of Mr. K N Subramaniam, the Company
has no profits or if its profits are inadequate, the remuneration shall be payable as per the provisions as specified under
Schedule XIII of the Companies Act, 1956, as minimum remuneration for such year to Mr. K N Subramaniam.
Explanation : “Family” means the spouse, dependent children and dependent parents of Mr. K N Subramaniam
C. Mr. K N Subramaniam will not divulge or disclose or use for his own purpose or any other purpose any information or
knowledge or trade secret of the Company.
D. Subject to the superintendence, control and direction of the Board, Mr. K N Subramaniam shall exercise and perform
such powers and duties as the Board of Directors shall determine from time to time.
E. The appointment is terminable by either party by giving the other six months notice in writing.
RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps as may be necessary, proper
or expedient to give effect to this Resolution.
RESOLVED FURTHER THAT any Director and the Company Secretary be authorised to execute under the common seal
of the Company the necessary agreement with Mr. K N Subramaniam for giving effect to this resolution.”
6. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary
Resolution :-
“RESOLVED THAT Mr. Arvind Walia, who was appointed as an Additional Director of the Company pursuant to Section
260 of the Companies Act, 1956, and Article 111 of the Articles of Association of the Company, and who holds office upto
the date of this Annual General Meeting and in respect of whom the Company has received a notice under Section 257
of the Companies Act, 1956, in writing, proposing his candidature for the office of Director, be and is hereby appointed as
a Director of the Company.
RESOLVED FURTHER THAT in accordance with the provisions of Sections 198, 269, 309, 310, 311 read with Schedule
XIII and other applicable provisions, if any, of the Companies Act, 1956, or any amendment or modification thereof, this
Meeting hereby approves the appointment of and payment of remuneration and perquisites to Mr. Arvind Walia as a
Wholetime Director, designated as President and Chief Operating Officer of the Company, with effect from January 25,
2006 for a period of 5 (five) years, on the terms and conditions, as set out hereinunder, with power to the Board of
Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board
constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary the terms and
conditions and / or remuneration, subject to the same not exceeding the limit specified under Schedule XIII to the Companies
Act, 1956, or any statutory modification (s) or re-enactment thereof.
A. (I) Salary : In the Range of Rs. 60,000 to 250,000 per month (Basic Salary and annual increase therein to be
decided by the Board within the above ceiling).
(II) Special Allowance : As may be decided by the Board from time to time which shall not attract Provident fund,
Gratuity, Superannuation Fund etc.
NOTICE-15.p65 16 8/5/2006, 11:19 AM

B. PERQUISITES (including allowances)
a. Housing : Furnished/Unfurnished residential accommodation or house rent allowance of sixty percent of salary
in lieu thereof.
The expenditure incurred by the Company on gas, electricity, water and furnishings shall be valued as per the
Income Tax Rules, 1962.
b. Medical Reimbursement : Expenses incurred for Mr. Arvind Walia and his family in accordance with the Company’s
Rules.
c. Leave Travel Concession : For Mr. Arvind Walia and his family, incurred in accordance with the Company’s
Rules.
d. Club Fees : Fees of clubs subject to a maximum of two clubs. This will not include admission and life membership
fees.
e. Personal Accident Insurance : Premium as per the Company’s Rules.
f. Contribution to Provident Fund, Superannuation Fund and Gratuity as per the Company’s Rules.
g. Encashment of leave not availed of, as per the Company’s Rules.
h. Provision of car and telephone at Mr. Arvind Walia’s residence for his use.
i. Any other benefits, amenities and facilities including educational allowance for a child as per the Company’s
Rules for the time being in force or authorised by the Board.
j. Housing Loan: In accordance with the Company’s Rules.
In addition to the salary and perquisites, Mr. Arvind Walia will also be entitled to Management Incentive Bonus as per the
Company’s Scheme. However, the total remuneration payable to Mr. Arvind Walia by way of salary, perquisites, allowances,
benefits and amenities, as approved by the Board from year to year, shall not exceed the limits laid down in Sections 198,
269 and 309 read with Schedule XIII and all other applicable provisions, if any, of the Companies Act, 1956, or any
statutory modification(s) or re-enactment thereof. Further, if in any financial year during the currency of tenure of
Mr. Arvind Walia, the Company has no profits or if its profits are inadequate, the remuneration shall be payable as per the
provisions as specified under Schedule XIII of the Companies Act, 1956, as minimum remuneration for such year to
Mr. Arvind Walia.
Explanation: “Family” means the spouse, dependent children and dependent parents of Mr. Arvind Walia.
C. Mr. Arvind Walia will not divulge or disclose or use for his own purpose or any other purpose any information or
knowledge or trade secret of the Company.
D. Subject to the superintendence, control and direction of the Board and the Managing Director, Mr. Arvind Walia shall
exercise and perform such powers and duties, as the Board of Directors including the Managing Director shall
determine from time to time.
E. The appointment is terminable by either party by giving the other six months notice in writing.
RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps as may be necessary, proper
or expedient to give effect to this Resolution.
RESOLVED FURTHER THAT any Director and the Company Secretary be authorized to execute under the common seal
of the Company the necessary agreement with Mr. Arvind Walia for giving effect to this resolution.”
7. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Special
Resolution: -
“RESOLVED THAT pursuant to Section 31 and all other applicable provisions, if any, of the Companies Act, 1956, the
Articles of Association of the Company be and are hereby altered, modified and amended by insertion of a new Article
numbered 8A immediately after Article 8 along with the marginal notes reading as follows:
NOTICE-15.p65 17 8/5/2006, 11:19 AM

‘Buy Back of Shares 8A Notwithstanding anything contained in these Articles, the Board of Directors
may, when and if thought fit, buy back such of the Company’s own shares or
securities as it may think necessary, subject to such limits, upon such terms
and conditions, and in accordance with the provisions of Sections 77A, 77AA
and 77B of the Companies Act, 1956, or any statutory modification thereto
and such other regulations and guidelines as may be issued in this regard.’
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take all such actions
and do all such things as may be necessary from time to time for giving effect to the above resolution and matters
incidental thereto.”
8. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as a Special
Resolution: -
“RESOLVED THAT in accordance with the provisions of Sections 198, 309(4) and all other applicable provisions, if any, of
the Companies Act, 1956, or any statutory modification(s) or re-enactment thereof, the Company do hereby renew the
Special Resolution, authorising the payment of commission at the rate up to one per cent of the net profits of the Company
in each year to be paid annually to the Directors of the Company other than the Directors who are in the whole time
employment, for a further period of 5 years commencing from the financial year ending March 31, 2006, and that such
commission may be divided amongst such Directors and in such manner or proportion as may be decided by the
Chairman.
RESOLVED FURTHER THAT the aforesaid commission shall be exclusive of the fees payable to such Directors for the
meetings of the Board or Committees of the Board attended by such Directors.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take such steps as may be necessary,
desirable or expedient to give effect to this Resolution.”
By Order of the Board

Manoj Tulsian
Financial Controller & Company Secretary
Mumbai
May 23, 2006
Registered Office:
29th Milestone,
Pune-Nashik Highway,
Village Kuruli, Taluka Khed,
Pune – 410 501
Maharashtra, India
NOTICE-15.p65 18 8/5/2006, 11:19 AM

Notes:
1. A member entitled to attend and vote at the Annual General Meeting may appoint a Proxy to attend and vote on
his behalf. A Proxy need not be a member of the Company.
The instrument appointing a Proxy, in order to be effective, must be duly filled, stamped and signed and must reach the
Registered Office of the Company not less than forty-eight hours before the commencement of the Annual General
Meeting.
2. Corporate Members are requested to send to the Company a duly certified copy of the Board Resolution, pursuant to
Section 187 of the Companies Act, 1956, authorising their representative to attend and vote at the Annual General
Meeting.
3. Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, relating to the Special Business to be
transacted at the Annual General Meeting is annexed hereto.
4. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, July 7, 2006 to
Monday, July 24, 2006 (both days inclusive).
5. The Dividend, if declared at the Meeting, will be paid to those Members whose names stand on the Company’s Register
of Members as on Thursday, July 6, 2006. In respect of shares held in dematerialised form, the dividend will be paid on the
basis of particulars of beneficial ownership furnished by the Depositories as at the end of business hours on Thursday,
July 6, 2006.
6. Members are advised that respective bank details and address as furnished by them or by NSDL / CDSL to the Company,
for shares held in the certificate form and in the dematerialised form respectively, will be printed on their dividend warrants
as a measure of protection to Members against fraudulent encashment.
7. Proxies/Members are requested to bring the admission slips duly filled in to the Meeting.
8. Members are requested to bring their copies of the Annual Report and the Accounts to the Meeting.
9. Members are requested to quote the ledger folio in all communications with the Company.
10. Members desiring any information as regards the Accounts are requested to write to the Company at an early date so as
to enable the Management to keep the information ready.
11. Members holding shares in the certificate form are requested to notify / send the following to the Company’s Registrars
and Share Transfer Agents, Karvy Computershare Private Limited (Unit: Gabriel India Limited) at ‘Karvy House’, 46,
Avenue 4, Street No. 1, Banjara Hills, Hyderabad – 500 034,(Tel.: 040 23312454 / 23320751 / 752 / 251; Fax: 040
23311968, 23323049, email : mailmanager@karvy.com) to facilitate better servicing :
i) any change in their address / mandate / bank details,
ii) particulars of their bank account, in case the same have not been furnished earlier, and
iii) share certificates held in multiple accounts in identical names or joint accounts in the same order of names, for
consolidation of such shareholdings into a single account.
12. a. Members are also requested to note that unclaimed / unpaid dividends up to the financial year ended March 31, 1995
have been transferred to the General Revenue Account of the Central Government pursuant to Section 205A of the
Companies Act, 1956. Shareholders, who have not yet encashed their dividend warrant(s) for the said period are
requested to forward their claims to the Registrar of Companies, PMT Building, 2nd Floor, Deccan Gymkhana,
Pune – 411 004 by submitting an application in the prescribed Form No. II.
NOTICE-15.p65 19 8/5/2006, 11:19 AM

b. Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, the amount of dividend for the
financial year ended March 31, 1999, which remains unpaid or unclaimed, will be due for transfer to the Investor
Education and Protection Fund of the Central Government later this year.
Members who have not encashed their dividend warrants for the financial year ended March 31, 1999, or any
subsequent years are requested to lodge their claim with the Company’s Share Transfer Agents, Karvy Computershare
Private Limited.
Members are advised that no claims shall lie in this respect once the unclaimed dividend is transferred to the Investor
Education and Protection Fund.
14. Additional particulars of Directors retiring by rotation and eligible for appointment/re-appointment pursuant to Clause 49
of the Listing Agreement are mentioned elsewhere as a part of the Corporate Governance Report.
15. Members desirous of making a nomination in respect of their shareholding, as permitted by Section 109A of the Companies
Act, 1956, are requested to write to the Share Transfer Agents of the Company for the prescribed form.
16. The Company’s shares are listed on The Bombay Stock Exchange and The National Stock Exchange of India Ltd. The
listing fees for these exchanges have been paid.
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956
ITEM NO. 5
Mr. K. N. Subramaniam was appointed as a Managing Director of the Company for a period of 5 (five) years w.e.f. February 20,
2001.
Since his tenure as the Managing Director was expiring on February 19, 2006, the Board at its Meeting held on January 25,
2006, proposed reappointment of Mr. K. N. Subramaniam for a further period of 5 (five) years w.e.f. February 20, 2006.
The particulars of Mr. K. N. Subramaniam, which are required to be disclosed pursuant to clause 49IV(E) of the Listing
Agreements are mentioned elsewhere as a part of the Corporate Governance Report.
The Board considers that the Company will benefit from the reappointment of Mr. K. N. Subramaniam as the Managing
Director and recommends the resolution for your approval.
Excepting Mr. K. N. Subramaniam, none of the Directors of the Company is in any way concerned or interested in the said
resolution.
This notice along with the explanatory statement should be considered also as an abstract of the terms of appointment of
Mr. K. N. Subramaniam as Managing Director of the Company and a memorandum as to the nature of concern or interest of
the Directors in the said appointment, as required under Section 302 of the Companies Act, 1956.
ITEM NO. 6
In terms of Section 260 of the Companies Act, 1956 and Article 111 of the Articles of Association of the Company, the Board
of Directors, at its meeting held on January 25, 2006, appointed Mr. Arvind Walia as an Additional Director of the Company to
hold office up to the date of this General Meeting. The Company has received a Notice in writing under Section 257 of the
Companies Act, 1956, along with requisite deposit, from a Member of the Company signifying his intention to propose the
appointment of the said Director at the ensuing Annual General Meeting.
NOTICE-15.p65 20 8/5/2006, 11:19 AM

The particulars of Mr. Arvind Walia, which are required to be disclosed pursuant to clause 49 IV(E) of the Listing Agreements
are mentioned elsewhere as a part of the Corporate Governance Report.
The Board considers that the Company will benefit from the association of Mr. Arvind Walia and recommends the resolution for
your approval.
Excepting Mr. Arvind Walia, none of the Directors of the Company is in any way concerned or interested in the said resolution.
This notice along with the explanatory statement should be considered also as an abstract of the terms of appointment of
Mr. Arvind Walia as Whole time Director of the Company and a memorandum as to the nature of concern or interest of the
Directors in the said appointment, as required under Section 302 of the Companies Act, 1956.
ITEM NO. 7
Sections 77A, 77AA and 77B of the Companies Act, 1956 stipulate provisions for purchase of own shares and other specified
securities by a company. However, pursuant to clause (a) of sub-section (2) of Section 77A of the said Act, the Company is
required to have necessary authorisation in its Articles of Association for buy-back of shares. Accordingly, as an enabling
provision, it is proposed to alter the Articles of Association of the Company by insertion therein of a new Article 8A immediately
after the existing Article 8. The new Article contains the powers of the Company to buy-back its own shares in accordance with
the applicable statutory provisions and guidelines. Your Directors therefore recommend the special resolution for approval of
the Members. A copy of the Company’s Memorandum and Articles of Association is open for inspection of the members at the
Registered Office of the Company on any working day between 11.00 a.m. and 1.00 p.m. till the date of ensuing Annual
General Meeting. None of the Directors of the Company is, in any way concerned or interested in the said resolution.
ITEM NO. 8
A commission upto one percent of the net profits of the Company computed in the manner laid down under Section 198 of the
Companies Act, 1956 in each year was sanctioned for payment to the Directors of the Company other than the Managing
Director / Whole-time Director/s, by a Special Resolution passed at the Annual General Meeting held on July 30, 2001. Under
the provisions of Section 309(7) of the Companies Act, 1956, the aforesaid resolution can be renewed from time to time by a
Special Resolution for further periods of not more than five years each. Since the Special Resolution has fallen due for
renewal, and to continue to avail of the benefits of professional expertise and business exposures of the eminent personalities
on the Board of the Company, it is proposed to renew the same, for a further period of five years commencing from the
financial year ending March 31, 2006.
All the Directors of the Company except the Managing Director / Whole-time Director/s are deemed to be interested in the
Resolution set out in Item No. 8 of the Notice to the extent of the commission that may be received by them.
By Order of the Board

Manoj Tulsian
Financial Controller & Company Secretary
Mumbai
May 23, 2006
Registered Office :
29th Milestone,
Pune-Nashik Highway,
Village Kuruli, Taluka Khed,
Pune – 410 501
Maharashtra, India
NOTICE-15.p65 21 8/5/2006, 11:19 AM

Report of the Board of Directors
Your Directors have pleasure in presenting the Forty Fourth Annual Report together with the Audited Accounts for the year
ended March 31, 2006.
Financial Highlights Year ended Year ended

March 31, 2006 March 31, 2005
(Rs. Million) (Rs. Million)
Sales 5617.4 4778.6
Profit before Interest and Depreciation 394.4 485.6
Interest 82.7 70.0
Depreciation 158.0 152.3
Profit /(Loss) before Tax 152.9 263.3
Provision for Current Tax 74.7 104.6
Provision for Deferred Tax (22.6) (20.2)
Provision for Fringe Benefit Tax 12.4 –
Profit/(Loss) after Tax 88.4 178.9
Proposed Dividend 50.3 50.3
Proposed Corporate Dividend Tax 7.1 6.9
Transfer to General Reserve 8.8 17.9
Analysis of Results for 2005-06

Performance
The Indian Economy witnessed a growth in GDP of 8.0%, which was contributed by major growth in the service sector of 9.5%,
industrial growth of 9.4% and agriculture growth rate of 2.3%. Automotive industry grew by 14.9% which is substantially higher
than overall industry growth rate of 9.4%, fueled by increased customer demand, introduction of new models and easy availability
of credit for financing. Within the automotive industry, motorcycle and two wheelers segment recorded a growth of 16.4%
(previous year 17%), Passenger Cars by 7.5% (previous year 19%), whereas commercial vehicle business registered a
growth of 10.5%, a substantial drop compared to last year growth of 25%.
While volumes grew as outlined above, the year was a challenge to your Company as raw material costs relating especially to
non-ferrous metals & petroleum products continued their upward trend with an unprecedented increase, affecting most of the
industry segments including vehicle manufacturers and automotive component manufacturers like us.
Your Company continued its strong presence in OEM segment of Passenger Cars, Commercial Vehicles and Two wheelers.
Aftermarket volumes were stagnant but your Company continued to maintain its leadership position in this segment dispite
providing higher discounts to retain its existing share of business. This had an impact on the bottom line.
Your Company’s sales at Rs. 5617.4 million during the year under review recorded a growth of 17.5% over the previous year’s
sales at Rs. 4778.6 million. This was achieved by new business developed during the year, increase in volumes from existing
customer base and offering wider product range for Ride Control Products covering all segments and better penetration in all
segments.
Due to steep increases in raw material costs, in particular metals and oils, your Company’s margin were affected as price
increases from OEMs to compensate the cost increase were inadequate. This resulted in your Company’s Profit before Tax
declining to Rs.152.9 million against Rs. 263.3 million in the previous year. After making provision for tax, including for deferred
tax liability as per Accounting Standard 22 of Rs. 64.5 million and newly introduced Fringe Benefit Tax, your Company achieved
Profit after Tax of Rs. 88.4 million compared with Rs. 178.9 million in the previous year.
Dividend
Your Directors had declared an interim dividend of Rs. 3.0 per equity share of Rs. Ten each (previous year Interim Dividend
Rs. 2.5 per equity share of Rs. Ten each). This dividend amounts to Rs. 21.5 million (previous year Rs. 18.0 Million) . The same
was distributed to the shareholders whose names appeared on the Register of Members as on November 4, 2005.
Your Directors further recommend for the approval of the shareholders a final dividend of Re 0.40 per equity share of Rupee
One each, thereby making total dividend for the year including interim dividend to Re. 0.70 per equity share of Rupee One
NOTICE-15.p65 22 8/5/2006, 11:19 AM

each i.e, 70% (previous year Rs.7 per equity share of Rs. Ten each or 70% ). The proposed total dividend will amount to Rs.
50.3 million ( previous year Rs. 50.3 million). The final dividend, subject to its declaration will be distributed to the shareholders
whose names would appear on the Register of Members as on close of business hours on July 06, 2006.
Operations
Ride Control Products
The production of Shock Absorbers, McPherson Struts and Front Forks was higher at 10.9 million nos. in the year under review
against 9.8 million nos. in the previous year. Sales turnover of the Ride Control Products increased to Rs. 5273.1 million from
Rs. 4398.7 million in the previous year reflecting an increase of 19.9%. Your Company has strengthened and further enhanced
the OEM customer base by offering better quality products and development of new products to meet the requirements of
various OEMs, for the entire range of Ride Control Products. Your Company continued to make investments during the year to
upgrade quality of final products and to enhance process capability. Major efforts were directed to enhance design, product
development and validation capabilities of Company’s R&D Centre for four wheelers at Chakan and R&D Centre for two
wheelers at Hosur.
Engine Bearings
The production of Engine Bearings at 9.2 million numbers was marginally higher than previous year’s production of 8.9 million
numbers. However turnover of Rs. 344.2 million is lower compared to previous year’s turnover of Rs. 379.8 million. The
business came under severe margin erosion with non-ferrous metals like Copper, Lead and Tin which are critical inputs for
Bearings, going through unprecedented increase in prices due to global supplies being much less than demand. Price recovery
from all segments of business were far less than the cost increases. Aftermarket demand was severely affected due to drop in
demand with introduction of many new engines in the last few years which require far less overhauling. Engine overhauls also
came down due to the Government’s strict enforcement of regulations to prevent overloading of trucks.
The Company invested Rs. 45 million in 100% EOU for manufacture of Flange Bearings for overseas markets mainly in North
America and this plant commenced commercial production in March ’06.
Exports
Your Company exported Ride Control Products and Engine Bearings valued at Rs. 156.2 million in the year as against Rs.143.3
million during the previous year and this included exports to several developed markets. During the year, the Company continued
to export Shock absorbers to SOQI Inc., Japan, which has had excellent relations with the Company for the last several years
as a provider of technology for two wheeler products.
The Company has made a major break through in the Export business by signing a Global Supply Contract with Arvin Meritor
Inc., USA for manufacture and export of 2 million shock absorbers valued at around 12-15 million US $ per annum (once it is
fully ramped up by financial year 2008-09) primarily focussed towards North America OEM’s (USA, Canada and Mexico)
through ArvinMeritor–CVS (Commercial Vehicle Systems) Ride Control Products Division based in Toronto–Canada. The
ramp up of numbers involves new developments and OEM approvals through ArvinMeritor. The Company will continue its
efforts to secure new markets for entire range of products, particularly in North America and Western Europe.
Collaborators
Your Company wishes to place on record its appreciation for the continued support extended by its collaborators. The Company
was pleased to receive from ArvinMeritor Inc. the Chairman, President and CEO alongwith their top management team and
several other senior executives from their CVS operations. The Company also received several top executives from KYB
Corporation, Japan, SOQI Hydraulics System Co. Ltd. Japan and from Federal Mogul Corporation. Your Company had very
fruitful discussions with these visiting executives from the Collaborators on several avenues of mutual co-operation including
sourcing of products and design engineering services from your Company.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
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, information relating to the foregoing matters is given by way of an Annexure to this
Report.
NOTICE-15.p65 23 8/5/2006, 11:19 AM

Fixed Deposits
Fixed Deposits at the end of the year were Rs.1.6 million. Out of this, 59 deposits amounting to Rs. 1.2 million had matured and
had not been claimed by depositors as on that date.
Directors
In accordance with Article 123 of the Articles of Associations, Dr. B.L. Ruddy, Mr. Jaithirth Rao and Mr. C.S. Patel retire by
rotation and, being eligible, offer themselves for re-appointment.
The Board of Directors at its meeting held on January 25, 2006 has reappointed Mr. K.N Subramaniam as Managing Director
for a period of five years from February 20, 2006 and appointed Mr. Arvind Walia as a Wholetime Director, designated as
President & COO for a period of five years from January 25, 2006. The appointments are subject to the approval of the
shareholders in the ensuing Annual General Meeting.
We extend our sincere thanks to Mr. H.R Prasad, who has resigned from the Board, for his excellent contribution towards the
growth of the Company.
Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:
1. in the preparation of the annual accounts, the applicable accounting standards have been followed;
2. appropriate accounting policies have been selected and applied consistently, and have made judgements 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 March 31,
2006 and of the Profit and Loss Account for the year ended March 31, 2006;
3. proper and sufficient care has been taken for the maintenance of adequate accounting records 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;
4. the annual accounts have been prepared on a going concern basis.
Corporate Governance
A separate section on Corporate Governance is included in the Annual Report and the certificate from the Company’s Auditors
confirming the compliance of conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the
Stock Exchanges is annexed thereto.
Auditors
Messers Price Waterhouse & Co., Chartered Accountants, Auditors of the Company will retire at the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment. They have furnished a Certificate to the effect that the proposed
re-appointment, if made, will be in accordance with sub-section (1B) of Section 224 of the Companies Act, 1956.
Employee Relations
Employee relations were cordial at all locations. The Directors are pleased to record their appreciation of the services rendered
by the employees and staff at all levels.
Particulars of Employees
The information required under section 217(2A) of the Companies Act, 1956 and the rules framed thereunder is annexed
hereto and forms part of the Report.
Your Directors wish to thank the Collaborators, Technology Partners, Financial Institutions, Bankers, Customers, Suppliers
and Shareholders for their continued support and co-operation.
For and on behalf of the Board
Mumbai Deep C. Anand

Dated : May 23, 2006 Chairman
NOTICE-15.p65 24 8/5/2006, 11:19 AM

Annexure to the Directors’ Report
Information as per Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the
Report of Board of Directors) Rules 1988 and forming part of the Directors’ Report for the year ended March 31, 2006.
I. Conservation of Energy
Your Company has been continuously working towards Energy conservation. This year the Company has worked
mainly in the following areas
Installing energy efficient filtration systems in its grinding shops
Reduction in idle running of service equipment
Process improvement in aluminium tube machining
Semi centralized systems for hardening services
Optimization of motor power required for various processes
as a measure of reducing energy consumption, better insulation has been provided resulting in energy saving. During
the year the Company in one of its units has switched over from genset generated power supply to Electricity Board
supplied power supply consequent to the sanction of power load from the Electricity Board. The Company has also
installed new and latest instruments at its various manufacturing locations to improve continuous monitoring of energy
consumption.
II. Particulars as per Form B
Research and Development (R&D)

1. Specific areas in which R&D was carried out by the Company
a) New Products for OEM platforms
b) Up-gradation of existing products for longer life and performance.
c) Value added services including vehicle tuning.
d) Computer simulation using advanced packages for designing and fluid flow analysis.
e) New Materials
f) New Processes and upgradation of existing processes in the area of machining and surface coatings
g) Assimilation of collaborators’ technology
h) Product Engineering for quality improvements, increased durability and benchmarking and approval of
alternate sources
i) Reduction of rejections and warranty returns
j) Improving productivity
2. Benefits derived as a result of the above R&D
The Company has developed new applications of Struts, Cartridges and Shock Absorbers for exports and has
been regularly supplying for new generation passenger cars. The Company enjoys dominant market share with
major OEMS like Hyundai for Santro, Maruti gas shock absorbers, Toyota IMV, Ford Ikon, Tata Motors - Indica,
Mitsubishi Lancer, GM Chevrolet Tavera and new two wheelers of Honda Activa scooters and SOQI for Yamaha
scooters in Japan and all models of TVS Motors.
R&D has helped in design and development for new vehicle launches in the last year like Ford Fiesta and Fusion,
GM Chevrolet Aveo and TVS Apache.
3. Future plan of action
The Company will continue to develop new range of Shock Absorbers, McPherson Struts and Cartridges, Bearings,
modules and systems for domestic and export markets.
The requirement of all new cars, motor cycles and scooter manufacturers will be met for current and future models
during the coming years.
NOTICE-15.p65 25 8/5/2006, 11:19 AM

4. Expenditure on R&D
Rs. Million
Capital : 0.4
Recurring : 24.8
Total : 25.2
Total R&D expenditure
as percentage of total
turnover : 0.4
Technology Absorption, Adaptation and Innovation

1. Efforts, in brief, made towards technology adaptation and innovation :
i) During the year, the Ride Control technology from Arvin Meritor’s ASTI Italy was absorbed for manufacturing of
Shock Absorbers and McPherson Struts for new generation of vehicles, Fiat Uno and Fiat Siena .
ii) Technology from KYB Corporation, Japan was used for manufacture of Shock Absorbers and McPherson Struts
for Toyota Qualis, Toyota Innova, Mitsubishi Lancer, GM Tavera, Various models of Maruti covering Alto, Wagon R.
Technology agreements have been renewed for upgradation of technology and for addition of products for new
models to be introduced in the market.
KYBSE Suspensions, Spain a wholly owned subsidiary of KYB Corporation Japan provided technology for new
generation vehicles of European origin like Ford Escorts, Ford Ikon, Ford Fiesta and Ford Fusion platforms
besides Hyundai Santro and many more new models for next year.
iii) Technical Assistance with Yamaha-SOQI
a. Has been renewed for upgradation of technology for Front Fork and two wheeler Shock Absorbers.
b. New agreement has been signed for upgradation of technology for additional specific Front Forks and two
wheeler Shock Absorbers.
2. Benefits derived as a result of the above efforts are product improvement, cost reduction, product development and
import substitution.
3. Particulars of imported technology in the last five years :
Technology imported Year of Import
i) McPherson Struts and Shock Absorbers from Arvin Ride Control Products, USA 1997 &
renewal 2004
ii) Front Forks and Shock Absorbers from SOQI, Hydraulic System Co. Ltd. Japan 1999
(Subsidiary of Yamaha, Japan) renewal 2005
iii) Front Forks and Shock Absorbers (Additional applications) from SOQI
Hydraulic System Co Ltd, Japan, (Subsidiary of Yamaha, Japan) 2001
iv) McPherson Struts and Shock Absorbers from KYB Corporation, Japan 1995 &
renewal 2004
v) Shock Absorbers from ArvinMeritor LVS Ride Control Division renewal 2005
Technology development and assimilation is an ongoing process. In order to meet the ever increasing demand of
customers and continuously changing world standards, continuous access to proven foreign technology is available.
4. R&D facilities for Ride Control products for four wheelers (passenger cars, commercial and utility vehicles) at Gabriel
Chakan and for two and three wheeler at Hosur, Tamil Nadu are being reinforced and expanded for improved capabilities
of design, engineering, validation and testing.
III. Foreign Exchange Earnings and Outgoings

Total foreign exchange earned and used:
Earnings Rs. 156.2 Million
Outgoings Rs. 242.0 Million
Mumbai DEEP C. ANAND

Dated: May 23, 2006 Chairman
NOTICE-15.p65 26 8/5/2006, 11:19 AM

Report on Corporate Governance
A. MANDATORY REQUIREMENTS
1. Company’s Philosophy on Code of Governance
The Company believes that good Corporate Governance is essential for achieving long term corporate goals and
enhancing value to stakeholders. In this pursuit, your Company’s philosophy of Corporate Governance is aimed at
assisting the management of the Company in the efficient conduct of its business and to continuously strive to
attain high levels of accountability, transparency, responsibility and fairness in all aspects of its operations. Your
Company continues to lay great emphasis on broad principles of Corporate Governance. Your Company, with a
view to achieve these objectives, has adopted corporate strategies, prudent business plans and continuous
monitoring of performance.
Clause 49 of the Listing Agreement with Stock Exchanges’ sets up norms and disclosures that are to be met by
the Company on Corporate Governance front. We confirm our compliance with Corporate Governance requirements,
as stipulated under the said clause, vide this report.
2. Board of Directors
Composition
The strength of the Board as on March 31, 2006 was 11 Directors. The Board comprises two Executive Directors,
a Managing Director and a Wholetime Director. The rest are Non-Executive Directors. The Board meets the
requirement of not less than one-third being independent Directors.
During the year under review, four Board meetings were held on May 24, 2005; July 19, 2005; October 28, 2005
and January 25, 2006.
The composition of Board of Directors and their attendance at the Board Meetings during the year and at
the last Annual General Meeting, as also number of other directorships, committee memberships and
chairmanships held by them, are given below:
Directors Category Shares Attendance No. of other Directorships and

held Particulars Committee Membership/
Chairmanship held*
Board Last Director- Committee Committee
Meetings AGM ships Memberships Chairmanships
Mr. Deep C Anand C 3218500 4 Yes 9 1 1

Mr. K.N. Subramaniam MD 81000 4 Yes 3 - -
Mr. Arvind Walia (w.e.f.
January 25, 2006) WTD 17620 1 N.A. 2 1 -
Dr. BL Ruddy NED NIL - No 3 - -
Mr. RJ Taraporevala NED 259260 4 Yes 3 4 2
Mr. BK Khare (retired w.e.f.
July 19, 2005) NED N.A 2 Yes N.A N.A N.A
Mr. C.S. Patel NED 133330 4 Yes 9 2 -
Mr. HR Prasad (ceased to
be a member w.e.f
May 2, 2006 ) NED 10000 3 Yes 6 8 4
Mr. Jaithirth Rao NED 55000 3 Yes 5 2 -
Mr. Ravi K Sinha NED 20000 3 Yes - - -
Mr. MS Sandhu NED NIL 4 Yes 1 - -
Ms. Padmini Khare Kaicker
(appointed w.e.f.
July 19, 2005) NED 100000 2 Yes - - -
C: Chairman; MD: Managing Director; WTD : Wholetime Director; NED: Non Executive Director
Directors who are Chairpersons of Committees have been included in the list of members as well.
* Includes directorship and committee membership in public limited companies only.
The Board periodically reviews Compliance Reports of all laws applicable to the Company as well as steps taken by the
Company to rectify instances of non-compliances, if any.
NOTICE-15.p65 27 8/5/2006, 11:19 AM

3. Code of Conduct
The Board has laid down a Code of Conduct for all Board members and senior management of the Company
on December 29, 2005. The Code of Conduct has been posted on the website of the Company. All Board
members and senior management personnel have affirmed compliance with the Code. A declaration to this
effect signed by the Managing Director is enclosed separately (Refer Appendix-1).
4. Audit Committee
After the introduction of the amendment to Section 292A of the Companies Act 1956, the Board in January 2001,
re-constituted the Audit Committee. This Audit Committee had four meetings during the year 2005-06. The
composition of Audit Committee and attendance at its meetings is given hereunder :
Member Position No. of meetings attended

Mr. Ravi K Sinha Chairman 3
Mr. B.K. Khare (ceased to be a
member w.e.f. July 19, 2005) Member 2
Mr. H.R.Prasad (ceased to be a
member w.e.f May 2, 2006 ) Member 3
Mr. C S Patel Member 4
Ms. Padmini Khare Kaicker
(appointed as a member w.e.f.
October 28, 2005) Member 1
Ms. Padmini Khare Kaicker is an eminent professional and has expertise in the field of Taxation, Accounting and
Corporate Laws.
The Audit Committee meetings are held both at the Corporate Head quarters and plant locations and are attended
by the Internal Auditors and the Finance Head. A Representative of the Statutory Auditors is invited, as required.
The Company Secretary acts as the Secretary to the Audit Committee. The Chairman of the Audit Committee is
an Independent Director and was present at the last Annual General Meeting of the Company.
The broad terms of reference of the Audit Committee are as follows:
– Review of the Company’s financial reporting process, and its financial statements
– Review of accounting and financial policies and practices
– Review of the internal control and internal audit system
– Review of risk management policies and practices
– Discussing with statutory Auditors before the audit commences on the nature and scope of audit, as well as
having post-audit discussion to ascertain any area of concern.
5. Remuneration to Directors
(A) Remuneration Committee:
The composition of the Remuneration Committee is as follows:
Mr. Deep C. Anand Chairman
Mr. C.S. Patel Member
Mr. H.R. Prasad* Member
The Chairman of the Committee, Mr.Deep C Anand is a Non-Executive Director.
The Remuneration Committee was constituted on May 14, 2001 and one meeting was held during the
year 2005-06 which was attended by the Chairman and both the members.
The broad terms of reference of the Remuneration Committee include recommendation to the Board, of salary,
perquisites, commission and retirement benefits and finalisation of the perquisites payable to the Company’s
Managing Director, Wholetime Director and other Managerial personnel.
* Ceases to be a member w.e.f May 2, 2006. Ms. Padmini Khare Kaicker is appointed as the Committee member
w.e.f May 23, 2006.
Remuneration Policy:
Payment of remuneration to the Managing Director is governed by the Letter of Appointment issued to the Managing
Director by the Company, the terms and conditions of which were approved by the Board and the Shareholders.
NOTICE-15.p65 28 8/5/2006, 11:19 AM

The tenure of office of the Managing Director had ceased on February 19, 2006. He was reappointed for another
period of five years by the Board at its Meeting held on January 25, 2006. Reappointment of the Managing
Director on the remuneration and terms and conditions as determined by the Committee is placed before the
members in this Annual General Meeting. A Wholetime Director was also appointed by the Board at its meeting
held on January 25, 2006. The remuneration and the terms and conditions of the appointment of the Wholetime
Director as determined by the Committee are placed for approval by the members in this Annual General Meeting.
The remuneration structure comprises salary, perquisites and allowances, contributions to provident fund,
superannuation and gratuity funds and other perquisites. The Non-Executive Directors do not draw any remuneration
from the Company other than sitting fees and such commission payable to such Non-Executive directors as may
be decided by the Chairman.
(B) Details of the remuneration paid to Executive Directors during the year 2005-06 are given below: -
Name of Whole All elements of Fixed Service Stock option with
Time Director remuneration component and contracts details, if any and
package i.e. performance notice whether issued at
salary benefits, linked incentives period, discount as well as
bonuses alongwith the severance the period over which
pension etc. performance criteria fees accrued and over
(Rs. Million) (Rs. Million) which exercisable *
Mr. K.N. Subramaniam 4.40 –
Managing Director
(reappointed w.ef.
February 20, 2006)
Mr. Arvind Walia 0.32 – Pl. see Pl. see
Wholetime Director note ‘a’ note ‘b’
designated as
President & Chief
Operating Officer
(appointed w.e.f.
January 25, 2006)
a) The agreements with the Managing Director and Wholetime Director are for five years. Either party to
the agreement is entitled to terminate the agreement by giving not less than six months notice in writing
to the other party.
b) *The Company does not have stock option scheme for grant of stock options either to the Executive
Director or employees.
6. Investors’/Shareholders’ Grievance Committee
The Investors’ / Shareholders’ Grievance Committee of the Board was constituted on May 14, 2001 to look into the
redressal of investors’ complaints like non receipt of Annual Reports, interest payments, declared dividends, non-
receipt of share certificates sent for transfer and other allied transactions. The composition of Investors’/
Shareholders’ Grievance Committee and attendance at its meetings is given hereunder :
Member Position No. of meetings attended
Mr. H.R. Prasad* Chairman 3

Mr. R.J. Taraporevala Member 4
Mr. M.S. Sandhu Member 4
* ceases to be a member w.e.f May 2, 2006. Mr Ravi K Sinha has been appointed as the member of the Committee
w.e.f. May 23, 2006.
Details of Investors’/Shareholders’ Complaints
Number received during the year 135
Number resolved to the satisfaction of complainant 135
Number pending redressal Nil
Number Pending Transfers Nil
The Company has attended to most of the investors grievances/ correspondence within a period of fifteen days
from the date of receipt of the same, while all the rest were attended to within maximum period of 30 days.
NOTICE-15.p65 29 8/5/2006, 11:19 AM

Name, designation and address of : Mr. Manoj Tulsian
Compliance Officer Company Secretary
Gabriel India Ltd.
1, Sri Aurobindo Marg
New Delhi-110016,
Tel: 011-26564666, Fax: 011-26866040
7. General Body Meetings
Details of the location of the last three AGMs and the details of the resolutions passed or to be passed by Postal
Ballot.
a. Particulars of last three years Annual General Meetings
Financial year Date Time Location

2004-05 July 19, 2005 2.30 pm 29th Milestone
Pune-Nashik Highway
Village Kuruli
Taluka Khed
Pune 410 501
2003-04 July 23, 2004 2.30 pm -do-
2002-03 July 21, 2003 2.30 pm -do-
b. No resolutions requiring Postal Ballot as recommended under clause 49 of the Listing Agreement have
been placed for shareholder’s approval at the meeting.
The Company has passed on Special Resolution in the year 2003-04 approving the De-listing of the equity
shares of the Company from the Delhi Stock Exchange. Other than this the Company has not passed any
Special Resolution in the last three AGM’s.
8. Notes on Directors seeking appointment / re-appointment as required under Clause 49IV(E) of the Listing Agreement
entered into with Stock Exchanges.
1. Dr. Brian L. Ruddy
Dr. Brian L Ruddy is Vice President and Managing Director, Asia, for Federal-Mogul Corporation, responsible for
sales, operations and financial aspects for Asia Pacific Region, including wholly owned operations, joint venture
operations and licenses. Dr. Ruddy joined Federal-Mogul in 1998 as Business Development Director, Powertrain
Systems. Prior to joining Federal-Mogul, he was Development Director for the Piston products group of T&N. Until
his appointment Dr. Ruddy was Managing Director, Powertrain Asia Pacific. Dr. Brian L Ruddy is a Doctorate in
Mechanical Engineering from Leeds University and a bachelor of science degree from Southampton University,
United Kingdom.
2. Mr. Jaithirth Rao
Mr. Jaithirth Rao is a seasoned veteran in Consumer and Corporate Financial Services and in Technology
Management. He built and developed Citibank’s Consumer businesses as the Country/Regional Manager in India,
Middle East, Eastern Europe and UK. Mr. Jaithirth Rao has earlier headed Citibank’s Global Technology Development
Division and their Global Electronic Cards Division. Mr. Jaithirth Rao has testified before the US Congress on
e-commerce. Mr. Jaithirth Rao is a Chairman and CEO of Mphasis BFL Ltd., a leading software services company
and is serving as Director in following Public Companies : Arvind Mills Limited, Cadbury India Limited, IDFC Asset
Management Company Limited and Royal Orchid Hotels Limited.
3. Mr. C S Patel
Mr. C S Patel is a MS in Industrial Engineering from the University of Minnesota and a MBA from the University of
Detroit. He served Ford Motor Co., USA for a period of five years before returning to India. Mr. Patel has held
several assignments of increasing responsibility in Anand since 1974, especially as President of Human Resources
and Business Development. Mr. Patel has spearheaded the operations of Spicer India Limited as Managing
Director and greenfielded three Driveshaft factories and Axle Plant. Mr Patel is currently functioning as CEO of
Anand Automotive Systems and is serving as Director in the following public companies : Anand Products Limited,
Haldex India Limited, Perfect Circle India Limited, Purolator India Limited, Spicer India Limited and Victor Gaskets
India Limited. He is also a member of the Audit Committee.
NOTICE-15.p65 30 8/5/2006, 11:19 AM

4. Mr. K N Subramaniam
Mr. K. N. Subramaniam is a B. Tech from the University of Madras and holds postgraduate diploma in management
from Indian Institute of Management, Ahmedabad. Mr. Subramaniam held several management positions in various
Anand Companies since 1978. Mr. Subramaniam was head of marketing in Purolator India Limited and subsequently
moved to Perfect Circle Victor Limited as Division Manager for Gasket operations. He was involved in Corporate
office for New Projects and Joint Ventures. Mr. Subramaniam was the President of Degrémont India Limited, a
Joint Venture with Degrémont S. A. France, in the area of Water and Wastewater Technology. Mr. Subramaniam is
serving as a Director of the Company since 1998 and has been holding the position of Managing Director since
2001. He is also a Director in the following public limited companies : Degrémont India Limited, Arvin Exhaust
India Limited and Spicer India Limited.
5. Mr. Arvind Walia
Mr. Arvind Walia is a Chartered Accountant and holds an MBA from Punjab University, Chandigarh. In a career
spanning 21 years, Mr. Walia has held important positions in various Anand Companies, where he has contributed
in great measure to the growth of the Group since 1985. Joined as Manager Commercial at Gabriel’s Engine
Bearing Division, from where he moved in 1989 to Corporate Finance as DGM. In 1993, Mr Walia was transferred
to Anchemco at Gurgaon and was promoted to General Manager & COO of the Company in 1995. His significant
contribution has been in setting up and establishing Henkel Teroson India in 1997 as a leader in Automotive
sealants as also in the Synchroniser Ring business through Chang Yun. He is instrumental in making both the
businesses into highly successful ventures. Since then, he has been the Senior Vice president and COO of four
Anand Companies - Henkel Teroson India Ltd., Anfilco Ltd., Chang Yun India Ltd. and Anchemco Ltd.
9. Disclosures
Disclosure on materially significant related party transactions i.e. transactions of the Company of material
nature, with its Promoters, the Directors or the Management, their subsidiaries or relatives etc. that may
have potential conflict with the interests of the Company at large.
None of the transactions with any of the related parties were in conflict with the interests of the Company at
large.
Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock
Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three
years.
None.
The Company has established the necessary mechanism in line with clause 7 of Annexure 1D of clause
49 of the listing agreement for the employees to report concerns about unethical behaviour. No person
has been denied access to the Audit committee.
Secretarial Audit:
A qualified practising Company Secretary carried out a secretarial audit to reconcile the total admitted
capital with NSDL and CDSL and the total issued and listed capital. The Secretarial Audit report confirms
that the total issued/paid up capital is in agreement with the total number of shares in physical form and the
total number of dematerialised shares held with NSDL and CDSL.
10. Means of Communication
Half-yearly report sent to each household of No, as the results of the Company are published
shareholders in the Newspapers having wide circulation.
NOTICE-15.p65 31 8/5/2006, 11:19 AM

Quarterly results Same as above.
Any website, where displayed Yes, on www.gabrielindia.com
Whether it also displays official No.
news released; and
the presentations made to
Institutional investors or to the
Analysts
Newspapers in which results are 1) Indian Express - Pune edition.
normally published in 2) Lok Satta - Pune edition.
3) The Economic Times—Delhi & Mumbai editions.
Whether Management discussions Yes.
& Analysis is a part of Annual
Report or not
11. General Shareholder Information
AGM: Date, Time and Venue July 24, 2006 at 2.30 p.m. at Auditorium
Gabriel India Limited, 29th Milestone,
Pune-Nashik Highway, Village Kuruli
Taluka Khed, Pune 410501
Financial Year April to March
Date of Book Closure July 7, 2006 to July 24, 2006
(both days inclusive)
Dividend Payment date(s) August 4, 2006
Listing on Stock Exchange The Bombay Stock Exchange and
National Stock Exchange of India Limited. The
Company has got the securities delisted from the
Delhi Stock Exchange as intimated by them vide their
letter No DSE/LIST/ 139 dated October 11, 2005.
Stock Code 505714 on Bombay Stock Exchange.
‘GABRIEL’ on National Stock Exchange
Subdivision of Shares The Company has subdivided its every equity share
of Rs. 10 each (fully paid up) into 10 (Ten) equity
shares of Re. 1 (one) fully paid up based on the
approval of the shareholders in the Extraordinary
General Meeting held on December 16, 2005. The
record date for effecting the same was fixed as
January 6, 2006 (Friday)
The ISIN of Gabriel India Limited INE524A01029
on both NSDL and CDSL
Market Price Data: High, Low during Please see Annexure ‘A’.
each month in last financial year and
performance in comparison to Sensex
Registrar and Transfer Agents Karvy Computershare Pvt. Ltd
Karvy House, 46 Avenue 4
Street No. 1 Banjara Hills
Hyderabad - 500 034.
Share Transfer System All the transfers received are processed and
approved by the Share Transfer Committee which
normally meets twice in a month.
NOTICE-15.p65 32 8/5/2006, 11:19 AM

Distribution of shareholding and Please see Annexure ‘B’.
Shareholding pattern as on March 31, 2005
Dematerialisation of shares Complied with
Outstanding GDRs/ADRs/Warrants or Not issued.
any convertible instruments, conversion
date and likely impact on equity
Plant Locations The Company’s plants are located at Mumbai, Nasik,
Pune, Dewas, Hosur, Gurgaon, Noida, Khandsa and
Parwanoo.
Address for Correspondence Shareholders’ correspondence should be addressed
to the Registrars & Transfer Agents at the address
given above or to the Registered Office of the
Company or to the Corporate office or can be
emailed to ‘secretarial@gabriel.co.in’
B. NON-MANDATORY REQUIREMENTS
a) Chairman of the Board
Whether Chairman of the Board is entitled to The Chairman does not maintain a separate
maintain a chairman’s office at the company’s office for the Company. Expenses incurred by
expenses and also allowed reimbursement of the Chairman on official duties for the Company
expenses incurred in performance of his duties are met/reimbursed by the Company.
b) Shareholder Rights As the half yearly/quarterly results are published
The half-yearly/quarterly declaration of in English newspapers having wide circulation all
financial performance including summary over India and in a Marathi newspaper (having
of the significant events in last six months circulation in Pune & Mumbai), the same are not
should be sent to each household of shareholders sent to the shareholders of the Company. Annual
audited financial results are taken on record by the
Board and then published in news papers as
aforesaid and also communicated to the shareholders
through the Annual Report.
c) Remuneration Committee The Company has formed a Remuneration
Committee. Details of the same are covered
elsewhere in the Report.
d) Audit Qualification The Company is in the regime of unqualified financial
statements.
e) Training of Board Members The Company organises training of its Board
Members from time to time.
f) Mechanism for evaluating The Company is developing a suitable process for
Non-executive Board Member assessing the effectiveness of the Board and the
Committees.
g) Whistle Blower Policy The Company has a whistle Blower Policy. The same
is covered elsewhere in the report.
Mumbai DEEP C. ANAND

Dated: May 23, 2006 Chairman
NOTICE-15.p65 33 8/5/2006, 11:19 AM

Annexure “A”
(i) Stock Price Data
High / Low of market price of the Company’s shares traded on the Bombay Stock Exchange (BSE) and National Stock
Exchange of India Limited (NSE), during the financial year 2005-06 is furnished below:
Period BSE NSE
(Year 2005- Highest* Lowest* Highest* Lowest*
2006) (Rupees) (Rupees) (Rupees) (Rupees)
April 188.00 167.55 188.00 170.00
May 257.00 175.00 258.90 176.10
June 263.00 227.00 262.80 227.00
July 254.00 209.00 253.80 209.00
August 246.50 206.30 247.00 205.50
September 272.70 230.00 252.00 230.00
October 240.95 202.70 240.00 208.10
November 241.00 212.30 245.00 206.00
December** 308.00 29.10 306.00 28.85
January** 31.90 25.10 32.35 25.10
February** 29.50 24.05 29.55 24.20
March** 38.90 25.40 35.50 27.00
Note : 1. * Source : websites of the stock exchanges.

2. **Every equity share of Re. 10/- each was subdivided into 10 equity shares of face value of Re. 1/- each
in terms of a resolution passed by the members in the Extraordinary General Meeting held on
December 16, 2005.
(ii) Stock Performance
NOTICE-15.p65 34 8/5/2006, 11:19 AM

Annexure “B”
(i) The distribution of shareholdings as on March 31, 2006 is as follows:
No. of equity shares held No. of % No. of %
Folios Shares
Upto 5000 28912 83.2 3186073 4.44
5001 to 10000 3170 9.1 2705573 3.77
10001 to 100000 2451 7.0 6926113 9.64
100001 and above 235 0.7 59004211 82.15
Grand Total 34768 100.00 71821970 100.00
(ii) Shareholding pattern as on March 31, 2006 is as follows:

Category No. of shares %
Indian Promoters 28207660 39.3
Collaborators 14843980 20.7
Insurance cos. & banks 916190 1.3
Mutual Funds & UTI 6417427 8.9
FIIs & NRIs 592984 0.8
Domestic Companies 2341103 3.3
Resident Individuals 18502626 25.8
Total 71821970 100.00
Appendix I
Declaration regarding Compliance by Board Members and Senior Management Personnel
with the Company’s Code of Conduct.
I, K N Subramaniam, being the Managing Director and a member of the Board of Directors of Gabriel India Limited
(“the Company”) hereby acknowledge, confirm and certify that :
i. All the Directors have received, read and understood the Code of Conduct for Directors and Senior Management of
the Company.
ii. All the Directors are bound by the said Code to the extent applicable to their functions as a member of the Board of
Directors / Senior Management of the Company;
iii. Since the adoption of the Code of Conduct in the financial year 2005-2006, all the Directors have complied with the
provisions of the Code;
iv. Directors are not aware of nor are a party to any non-compliance with the said Code.
May 23, 2006 K N Subramaniam

Mumbai Managing Director
NOTICE-15.p65 35 8/5/2006, 11:19 AM

Auditors’ Certificate on Compliance of Conditions of Corporate Governance Under
Clause 49 of the Listing Agreement(s)
To the Members of Gabriel India Limited
We have examined the compliance of conditions of Corporate Governance by Gabriel India Limited, for the year ended March
31, 2006, as stipulated in Clause 49 of the Listing Agreement(s) of the said Company with stock exchange(s) in India.
The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination
was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49
of the Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and
implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It
is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, We certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement(s).
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
V. NIJHAWAN
Partner
Membership Number - F87228
For and on behalf of

Place : Mumbai PRICE WATERHOUSE & CO.
Dated: May 23, 2006 Chartered Accountants
NOTICE-15.p65 36 8/5/2006, 11:19 AM

Management Discussion and Analysis
Overview
Your Company is a leading manufacturer of automotive components and is a major player in Shock Absorbers, Struts and
Front Forks and also manufactures Engine Bearings. With a strong customer base in all the segments such as Commercial
Vehicles, Multi Utility Vehicles, Passenger Cars, Three-wheelers and Two-wheelers, the Company has carved out a niche for
itself in this segment with a strong reputation as a quality supplier. Hence the growth of the Company is substantially related
to the growth of the automotive sector.
Economy and Business Outlook
The year under review has been a year of events with the economy showing very strong signs of continued growth. Though the
economy witnessed a GDP growth rate of 8.0%, the overall surge in commodity market and the tremendous interest shown by
the foreign investors in India led to a strong increase in demand in almost all the sectors and the automotive industry continued
to show robust growth. The automotive industry witnessed a major growth in two-wheeler segment which grew by 16.4% out
of which the motorcycles segment grew by 19.4%. Your Company outpaced the market growth in motorcycles and grew by
33%. Though the four wheeler business grew only by 7.5 %, your Company grew by 8% and strengthened its market position.
Whereas Company’s exports grew marginally, the current plans will help in achieving major increases in the next three years.
Exports of auto parts from India grew approximately by 30% and crossed US $ 1.8 billion mark. Easy financing schemes and
continuous surge in quality standards and also roll out of new models with quite a number of variants in every model have
materially contributed to the growth of numbers.
The global manufacturers are looking at India as a major global sourcing hub. More and more global auto giants are either
looking for setting up their own facilities in India or are looking for major alliances to enjoy the benefit of cost competitiveness.
These initiatives by the global manufacturers are opening up tremendous potential to the Indian automotive component suppliers
to make a big leap in the years to come. Technical collaboration by most of the Indian companies with global leaders in
automotive components and global vehicle manufacturers, establishing facilities to manufacture for export besides catering to
the domestic market, has enabled the Indian automotive component industry to measure up to high quality standards and
invest in technological advancement .
The Company is continuously working towards improvement in quality standards and bringing in innovative styles of
manufacturing to qualify as a global supplier for all the auto majors. To meet the same, the Company’s Collaborators have
been providing active support in terms of technological advancement, training and new tools for developing and validating the
new products to meet the requirements of Indian as well as the global OEMs for their forthcoming new models and future
platforms. The Company’s endeavour to become a world class supplier is an area of focus and therefore it has been consistently
working towards improving the productivity of the existing facilities and is continuously enhancing product quality standards.
Risks and Concerns
1) Business Risks
– Industry Risk
– Customer Concentration
– Material supply and price
– Technology Changes
– Global competition
2) Financial Risks
– Foreign Currency
– Leverage
3) Legal and Statutory Risks
– Contractual liabilities
– Statutory compliance
4) Political Risks
NOTICE-15.p65 37 8/5/2006, 11:19 AM

1. Business Risks
The Company continues to adopt various strategies to prevent concentration in any single business segment and
continues to improve its presence with original equipment manufacturers, replacement market and exports for all vehi-
cle segments including passenger cars, commercial vehicles and two-wheelers.
1.1 Industry Risk
The growth of this industry is primarily determined by overall growth of automotive industry. The automotive
industry, per se , is characterised historically by periodic fluctuations in demand for vehicles, for which the Com-
pany supplies products. These fluctuations are beyond the control of the Company and accurate prediction is not
possible. These fluctuations are mainly caused by economic growth, effectiveness of monsoon, entry of global
players, introduction of new models and on several other unforeseeable factors, such as fuel price changes and
taxation policies. In view of the domestic growth scenario and the possibility of india fast becoming the sourcing
hub for global players, the automotive and automotive component industry are in a major growth mode.
The previous year saw some respite from the increasing trend of steel prices which had been a major cause of
margin erosion as the OEMs were not willing to compensate adequately in the wake of the extremely price
competitive market. However, the year under review saw a sharp increase in the prices of aluminium, copper and
other Non-Ferrous metals and oil for which the Company has not been adequately compensated. The pressure on
margins would continue for some time and the only way out would be rolling out technologically advanced
components continuously at a premium price. The Company is also focussing on the export market to protect the
margins and has received the first level of success by tying up with one of the collaborators for global sourcing.
1.2 Customer Concentration
With the replacement market showing no signs of improvement, the Company has been continuously working
towards widening of the customer base in the OE as well as the export segment. Concentration of business with
few large customers, some times may lead to pricing pressure because of higher volumes and may affect the
profitability adversely. Your Company, with an object to mitigate this risk is, constantly working to strike out a
balance and diversifying customer base, by adding new customers and new products. During the year, your
Company has added business of GM Aveo; Ford Fiesta, TVS–Star city, Victor Edge and Mono Tube Shock Absorbers
and Front Forks for Apache, Yamaha Libero .
1.3 Material Supply and Price
The increasing trend of prices of non-ferrous metals continued during the year both in domestic and international
markets and prices of metals like copper and aluminium saw unprecedented increase resulting in tremendous
pressure on the margins. The rise in input costs like in the previous year either has not been adequately compensated
by the OEM’s or there has been a time lag between the cost increase and the price increase received from the
customer. Most of the auto component companies have suffered similar fate . This has resulted in increase in input
costs for most of the auto component companies, who are heavily dependent on the non-ferrous materials. Your
Company also faced the challenge of rising cost of inputs, change in product mix (increase of two wheeler business
compared to four wheelers) resulting in reduction in margin of 2.4% during the year. Your Company does not have
any long term contract with the metal suppliers to hedge against these sharp increase in costs. Your Company is
working towards deploying sourcing strategies, like identifying alternate sources including considering import of
certain raw materials, working with suppliers to improve productivity and other cost reduction measures to mitigate
this risk and has been successful in developing certain components with some of the international suppliers from
China, Thailand etc which will help in cutting down the input cost as a measure to mitigate the impact of the
increasing raw material prices.
1.4 Technology Changes
Your Company is currently having Technology Licence Agreement with ArvinMeritor, USA and KYB Corporation,
Japan for the manufacture of Shock Absorbers and Struts for four wheeler products and with SOQI Hydraulic
System Co. Ltd. Japan (100% subsidiary of Yamaha, Japan) for two wheeler products. Growth in the Automotive
industry is driven by speedy design and product development and introduction of various models at frequent
intervals. To retain market share by the auto component manufacturers, requirement of original equipment
manufacturers has to be met by developing/acquiring technology to meet the design requirements of various
NOTICE-15.p65 38 8/5/2006, 11:19 AM

models/vehicles being launched from time to time. Your Company, accordingly, has entered into technology
agreements with well established global players and technology leaders to meet the changing needs and
specifications of the OEMs.
1.5 Global Competition
Indian auto component industry is poised for a very high potential for exports over next one decade and is also
facing competition from other Low Cost Countries (LCC) to capture this opportunity. The industry is highly competitive
in case of skill based components manufacturing and moderately competitive in case of Labour intensive and
steel/cast iron intensive parts.
Your Company is also aggressively pursuing these opportunities and has got its first taste of success by getting a
major sourcing opportunity from Arvin Meritor, USA for supply of 2 Million shock absorbers per annum. Your
Company is working aggressively to ramp up to the above numbers within next three years involving new
development, OEM’s approval through ArvinMeritor.
2. Financial Risks
2.1 Foreign Currency
The Company is exposed to foreign currency rate fluctuations, on account of imports, which is marginally higher
than current export earnings. However, the impact of this is not significant. However any loans in foreign currency
are fully hedged till the date of final maturity .
2.2 Leverage
Your Company, even though having not been able to reduce the debt levels in the current year has still been able
to manage the debt to equity ratio of 1:1. The increase in interest rates has put a lot of pressure on working capital
and the liquidity crisis in the financial market primarily in the last quarter resulted in delays in payments from some
of the key OEMs and forced the Company to raise short term funds into the system. As the Company mainly works
on JIT systems, there is limited scope of reducing inventory levels. Also higher sales have augmented the need to
put in extra funds. The Company’s rating by CRISIL for Non-Convertible Debentures remained at “A-” with stable
outlook.
3. Legal and Statutory Risks
3.1 Contractual liability
Your Company is predominantly in original equipment manufacturing sector. The Company has entered into business
agreement with major OEMs for supply of components. Terms agreed pertain to include quantity, quality, price,
delivery, warranty etc. The Management has taken conscious steps to restrict liabilities under the contract and to
cover the risks involved. The Management has also taken sufficient insurance coverage to cover all possible
liabilities arising from warranties, product liability and product recall. Your Company currently has no litigation in
relation to contractual obligations pending against it in any court in India or elsewhere.
3.2 Statutory compliance
Your Company has a laid down procedure to monitor that all the statutory obligations are timely met. Continuous
monitoring of the same through a proper system of reporting ensures that the Company has not defaulted in the
same.
4. Political Risks
The Government, from time to time, releases policies on Automotive Industry. The trend of customs duty reduction and
Free Trade Agreement with ASEAN/Thailand and other countries offers both opportunities and risks. Opportunities
include importing input material at lower cost and export of finished goods. Risks include direct import by Company’s
current customers and allocation of capacities by the Company’s supplier for exports. Your Company is working closely
with its customers in the area of new product development, technology development to mitigate the risks. Your Company
is also aggressively pursuing alternate source development to contain risks on materials supply .
Internal Control Systems and their adequacy
The Company has a well defined and an adequate system of internal control, which ensures that all assets are safeguarded
and protected against loss from unauthorised use or disposition and maintaining proper accounting records and reliability of
NOTICE-15.p65 39 8/5/2006, 11:19 AM

financial information. The Company has a well defined organisational structure with clear functional authority limits for approval
of all transactions. The Company has proper control relating to purchase of raw materials, components, plant & machineries,
equipments and other assets and for sale of goods commensurate with its size and nature of its business.
The Company has a well defined delegation of power with authority for approving revenue as well as capital expenditure. The
Company also continuously monitors its business risk control procedure through the Internal Audit process which is then
reviewed by the Audit Committee periodically, details of which have been provided in the Corporate Governance report. The
Audit Committee reviews the Audit Reports submitted by the Internal Auditors, suggestions for improvements are considered
and the Audit Committee follows up on the implementation of the corrective actions.
Human Resources/ Industrial Relations
The Company’s Human Resource philosophy is to work towards building a strong performance driven culture with greater
accountability and responsibility at all levels. Enough independence is given to the employees to show a higher level of
motivation and inculcate new and modern methodology of work and systems. The Company views capability as a combination
of the right people in the right jobs, supported by the right processes, systems and structures. With the competition in all
spheres of industry reaching unprecedented levels, the companies are continually reinventing themselves in a bid to gain
competitive advantage. The Company’s human capital consists of a diverse pool of knowledge – a mix of youth and imagination
tempered with seasoned experience. With rapidly changing business environment, comes a need to constantly upgrade the
existing skills and meet new challenges. Training and development of employees continues to be an area of prime focus with
key personnel being sent for advanced training within the country and abroad.
The Industrial relations climate of the Company remained cordial during the year and continues to be focused towards improving
productivity, quality and safety.
Pollution and Environmental Control
Your Company views environmental concerns with utmost priority. Your Company has been continuously investing in equipments
and machineries to comply with the various environmental rules and regulations.
The Company takes special care of its employees in terms of improving the working condition and providing safety equipments
as per the process requirements. Safety and health of people working in and around the premises of the Company continues
to receive the highest importance from the management. Regular training is being provided to the employees to ensure that
the environmental norms are being met and maintained.
Cautionary Statement
Certain statements made in the Management Discussion and Analysis relating to the Company’s projections, objectives,
estimates, expectations may be “forward-looking statements” within the meaning of applicable securities laws and regulations.
Actual results could differ materially from such expectations whether express or implied. Important factors that could make a
difference to the Company’s operations, include, among others, raw material prices , price increase from customers, government
regulations, tax regimes, economic developments in India, natural calamities and other incidental factors.
NOTICE-15.p65 40 8/5/2006, 11:19 AM

Auditors’ Report to the members of Gabriel India Limited
1. We have audited the attached Balance Sheet of Gabriel India Limited, as at March 31, 2006, and the related Profit and
Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under
reference to this report. These financial statements are the responsibility of the company’s management. Our responsibility
is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report)
(Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ‘The
Companies Act, 1956’ of India (the ‘Act’) and on the basis of such checks of the books and records of the company as we
considered appropriate and according to the information and explanations given to us, we further report that:
i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation
of fixed assets.
(b) The fixed assets are physically verified by the management according to a phased programme designed to
cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size
of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has
been physically verified by the management during the year and no material discrepancies between the
book records and the physical records have been noticed.
(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed
assets has not been disposed of by the company during the year.
ii) (a) The inventory (excluding stocks with third parties) has been physically verified by the management during
the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In
our opinion, the frequency of verification is reasonable.
(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable
and adequate in relation to the size of the Company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper
records of inventory. The discrepancies noticed on physical verification of inventory as compared to book
records were not material.
iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered
in the register maintained under Section 301 of the Act.
(b) The Company has not taken secured/unsecured loans, from companies covered in the register maintained
under Section 301 of the Act.
iv) In our opinion and according to the information and explanations given to us, having regard to the explanation that
certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining
comparative quotations, there is an adequate internal control system commensurate with the size of the company
and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services.
Further, on the basis of our examination of the books and records of the company, and according to the information
and explanations given to us, we have neither come across nor have been informed of any continuing failure to
correct major weaknesses in the aforesaid internal control system.
v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or
Gabri-41.p65 41 8/5/2006, 11:20 AM

arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained
under that section.
(b) In our opinion and according to the information and explanations given to us, the transactions made in
pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of
any party during the year have been made at prices which are reasonable having regard to the prevailing
market prices at the relevant time.
vi) In our opinion and according to the information and explanations given to us, the company has complied with the
provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance
of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and
explanations given to us, no Order has been passed by the Company Law Board or National Company Law
Tribunal or Reserve Bank of India or any Court or any other Tribunal on the company in respect of the aforesaid
deposits.
vii) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.
viii) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant
to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed
under clause (d) of sub-section (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained. We have not, however, made a detailed examination of the
records with a view to determine whether they are accurate or complete.
ix) (a) According to the information and explanations given to us and the records of the company examined by us,
in our opinion, the company is generally regular in depositing the undisputed statutory dues including provident
fund, investor education and protection fund, employees’ state insurance, income-tax, sales-tax, wealth tax,
service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate
authorities.
(b) According to the information and explanations given to us and the records of the Company examined by us,
the particulars of dues of income-tax, sales-tax, service tax, and cess as at March 31, 2006 which have not
been deposited on account of a dispute, are as indicated in Note 4(b) on Schedule 20.
x) The Company has no accumulated losses as at March 31, 2006 and it has not incurred any cash losses in the
financial year ended on that date or in the immediately preceding financial year.
xi) According to the records of the Company examined by us and the information and explanation given to us, the
company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the
balance sheet date.
xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares,
debentures and other securities.
xiii) The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable
to the company.
xiv) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.
xv) In our opinion and according to the information and explanations given to us, the terms and conditions of the
guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are
not prejudicial to the interest of the company.
xvi) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans
have been applied for the purposes for which they were obtained.
xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the
Gabri-41.p65 42 8/5/2006, 11:20 AM

information and explanations given to us, there are no funds raised on a short-term basis which have been used for
long-term investment.
xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Act during the year.
xix) The Company has not issued any debentures during the year.
xx) The Company has not raised any money by public issues during the year.
xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the
generally accepted auditing practices in India, and according to the information and explanations given to us, we
have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor
have we been informed of such case by the management.
4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:
(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary
for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from
our examination of those books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement
with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report
comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;
(e) On the basis of written representations received from the directors, as on March 31, 2006 and taken on record by
the Board of Directors, none of the directors is disqualified as on March 31, 2006 from being appointed as a
director in terms of clause (g) of sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial
statements together with the notes thereon and attached thereto give in the prescribed manner the information
required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in
India:
(i) in the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2006;
(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
V. NIJHAWAN
Partner
Membership Number–F 87228
Price Waterhouse & Co.
Mumbai, May 23, 2006 Chartered Accountants
Gabri-41.p65 43 8/5/2006, 11:20 AM

Balance Sheet as at March 31, 2006
31.03.06 31.03.05
Schedule Rs. Million Rs. Million Rs. Million Rs. Million

Sources of Funds
Shareholders’ Funds
Share Capital ‘1’ 71.85 71.85
Reserves & Surplus ‘2’ 922.92 994.77 891.81 963.66
Loan Funds
Secured Loans ‘3’ 475.21 473.04
Unsecured Loans ‘4’ 557.64 1,032.85 438.59 911.63
Deferred Tax Liabilities (Net) ‘5’ 194.79 217.39
2,222.41 2,092.68
Application of Funds
Fixed Assets ‘6’
Gross Block 2,682.86 2,522.84
Less: Depreciation 1,351.89 1,199.65
Net Block 1,330.97 1,323.19

Capital Work-in-Progress 45.96 1,376.93 22.06 1,345.25
Investments ‘7’ 9.77 9.77

Current Assets, Loans & Advances
Inventories ‘8’ 469.16 411.40
Sundry Debtors ‘9’ 681.44 506.17
Cash and Bank Balances ‘10’ 162.58 157.08
Loan and Advances ‘11’ 402.54 380.05
1,715.72 1,454.70
Less: Current Liabilities and Provisions

Current Liabilities ‘12’ 805.79 634.00
Provisions ‘13’ 74.22 83.04
880.01 717.04
Net Current Assets 835.71 737.66
2,222.41 2,092.68
Notes to Accounts ‘20’
This is the Balance Sheet referred The Schedules referred to above form DEEP C. ANAND
to in our report of even date. an integral part of Profit & Loss Account Chairman
K.N. SUBRAMANIAM
V. Nijhawan
Managing Director
Partner
R.J. TARAPOREVALA
C.S. PATEL
RAVI K SINHA
PRICE WATERHOUSE & CO.
JAITHIRTH RAO
Chartered Accountants
MANOJ TULSIAN PADMINI KHARE KAICKER
Place: Mumbai Financial Controller & ARVIND WALIA
Dated: May 23, 2006 Company Secretary Directors
Gabri-41.p65 44 8/5/2006, 11:20 AM

Profit & Loss Account for the year ended March 31, 2006
31.03.06 31.03.05
Schedule Rs. Million Rs. Million Rs. Million Rs. Million

Income
Sales 5,617.35 4,778.60
Less: Excise Duty 764.92 638.53
Net Sales 4,852.43 4,140.07
Other Income ‘14’ 144.63 139.63

4,997.06 4,279.70
Expenditure
Excise Duty 8.78 7.59
Cost of Materials ‘15’ 3,463.60 2,855.70
Personnel Expenses ‘16’ 383.13 319.79
Manufacturing, Administration,
Selling & Distribution and
Other Expenses ‘17’ 747.95 611.02
Interest ‘18’ 82.71 70.03
4,844.16 4,016.44
Profit Before Tax 152.90 263.26

Provision for Taxation (Refer Note 7 on Schedule 19)
- Current Tax [Including Wealth Tax Nil
(Previous Year Rs. 0.05 Million)] 74.70 104.50
- Previous year – 0.12
- Deferred Tax (22.60) (20.24)
- Fringe Benefit Tax 12.36 –
Profit After Tax 88.44 178.88

Profit Brought Forward 430.57 326.73
Profit Available for Appropriation 519.01 505.61
Appropriations
Interim Dividend 21.55 17.95
Corporate Dividend Tax 7.05 6.88
General Reserve 8.84 17.89
Profit Carried Forward 452.84 430.57
519.01 505.61
Earning per Share - (Refer note 15 on Schedule 20)
- Basic/Diluted EPS (Rs.) 1.23 24.91
- Paid up value per share (Rs.) 1.00 10.00
Significant Accounting Policies ‘19’

Notes to Accounts ‘20’
This is the Profit & Loss Account referred The Schedules referred to above form DEEP C. ANAND
to in our report of even date. an integral part of Profit & Loss Account Chairman
K.N. SUBRAMANIAM
V. Nijhawan
Managing Director
Partner
R.J. TARAPOREVALA
C.S. PATEL
RAVI K SINHA
JAITHIRTH RAO
Gabri-41.p65 45 8/5/2006, 11:20 AM

Schedules
Schedule ‘1’: Share Capital
31.03.06 31.03.05
Rs. Million Rs. Million
Authorised
140,000,000 (Previous Year 14,000,000) Equity Shares of Re. 1
(Previous year Rs. 10) each 140.00 140.00
100,000 Cumulative Redeemable Preference
Shares of Rs. 100 each 10.00 10.00
150.00 150.00
Issued, Subscribed & Paid Up Capital
71,821,970 (Previous Year 7,182,197) Equity
Shares of Re. 1 each fully 71.82 71.82
paid up (Previous Year Rs. 10/ each)
Add: Share Forfeiture 0.03 0.03
71.85 71.85
The Company has sub divided its every equity Share of Rs. 10 each (fully paid up) into 10 (Ten ) equity shares of Re.1
(One) fully paid up based on the approval of the shareholders in the Extraordinary General Meeting held on 16th
December 2005.
Notes: In prior years:

(a) 1,235,000 Equity Shares of Rs. 10 each allotted as fully paid up by way of Bonus
Shares by capitalisation of Reserves.
(b) 1,733,996 Equity Shares of Rs. 10 each at a premium of Rs. 20 each allotted
as fully paid up on conversion of Partly Convertible Debentures on November 30, 1991.
(c) 2,675,198 Equity Shares of Rs. 10 each at a premium of Rs. 115 each allotted as fully paid up on
conversion of Partly Convertible Debentures on November 01, 1996.
Schedule ‘2’: Reserves & Surplus
31.03.06 31.03.05
Rs. Million Rs. Million Rs. Million Rs. Million
Capital Reserve
(Refer note 5 on Schedule 19)
As Per Last Balance Sheet 1.70 1.70
Share Premium
General Reserve
Add: Transferred from Profit & Loss Account 8.84 124.79 17.89 115.95
Profit & Loss Account 452.84 430.57

922.92 891.81
Gabri-41.p65 46 8/5/2006, 11:20 AM

Schedule ‘3’: Secured Loans
(Refer notes 1 and 2(a) on Schedule 20) 31.03.06 31.03.05

From Banks
— Rupee Term Loans 224.60 351.11
Working Capital Facilities from Banks 250.60 121.93
— Interest Accured and Due 0.01 –
475.21 473.04
Schedule ‘4’: Unsecured Loans
(Refer note 2(b), 2(c), and 2(d) on Schedule 20) 31.03.06 31.03.05
Fixed Deposits 1.62 38.11
Sales Tax Deferral Loans 131.75 131.21
Short Term Loans and Advances
– Foreign Currency Loan from Bank – 121.42
– Rupee Loan from Banks 403.49 132.05
– Interest Accured & due 0.64 404.13 – 253.47
Other Loans and Advances
– Others 20.14 15.80
557.64 438.59
Schedule ‘5’: Deferred Tax Liabilities (Net)
(Refer note 7(b) on Schedule 19 and note 16 on Schedule 20) 31.03.06 31.03.05
Deferred Tax Liability :

- At beginning of the year 217.39 237.63
- Adjustment for current year (22.60) (20.24)
194.79 217.39
Gabri-41.p65 47 8/5/2006, 11:20 AM

Schedule ‘6’: Fixed Assets
(Refer notes 2, 5, 8, 9, 11 and 12 on Schedule 19 and notes 3, 13 and 14 on Schedule 20)
(Rs. Million)
GROSS BLOCK DEPRECIATION NET BLOCK

As at Addi- Deductions/ As at Upto For the Deductions/ Upto As at As at
1.04.05 tions Adjustments 31.03.06 1.04.05 Year Adjustments 31.03.06 31.03.06 31.03.05
Tangible Assets
Freehold Land 22.28 - - 22.28 - - - - 22.28 22.28
Leasehold Land 25.92 - - 25.92 3.06 0.65 - 3.71 22.21 22.86
Buildings 464.36 7.26 1.86 469.76 131.16 17.81 0.79 148.18 321.58 333.20
Plant & Machinery 1,893.07 139.88 1.61 2,031.34 995.80 128.81 1.27 1,123.34 908.00 897.27
Vehicles* 28.45 3.45 4.21 27.69 12.23 3.74 3.49 12.48 15.21 16.22
Furnitures & Fixtures 53.35 4.70 0.50 57.55 26.11 3.49 0.20 29.40 28.15 27.24
Intangible Assets
Computer Software 4.56 1.00 - 5.56 3.61 0.79 - 4.40 1.16 0.95
Technical Knowhow 30.85 11.91 - 42.76 27.68 2.70 - 30.38 12.38 3.17
2,522.84 168.20 8.18 2,682.86 1,199.65 157.99 5.75 1,351.89 1,330.97 1,323.19
Capital Work-in-Progress
(Refer Note 1 below) 45.96 22.06
Total 2,522.84 168.20 8.18 2,682.86 1,199.65 157.99 5.75 1,351.89 1,376.93 1,345.25
Total as at 31.03.05 2,428.60 103.58 9.34 2,522.84 1,055.17 152.31 7.83 1,199.65 1,323.19
* Vehicles include Assets purchased on finance lease amounting to Rs. 16.81 Million (Previous Year Rs. 16.07 Million) with a written down value of Rs. 11.16
Million (Previous Year Rs. 12.55 Million) as at year end
NOTES : 1 Capital Work-in-Progress includes Capital Advances of Rs. 23.38 Million (Previous Year Rs. 5.99 Million)
2. Additions to Plant and Machninery includes Rs. 0.16 Million (Previous year Rs. 0.03 Million) on account of Foreign exchange fluctuation loss
Gabri-41.p65 48 8/5/2006, 11:20 AM

Schedule ‘7’: Investments
(Refer Note 3 on Schedule 19) 31.03.06 31.03.05

Non-Trade—Long Term Investments
Quoted—at cost:
97,548 (previous year 97,548) 6.75% US64 Bonds issued
by the Administrator of the Specified Undertaking of 9.75 9.75
Unit Trust of India Rs.100/- each (previous year Rs. 100/- each)
fully paid up, issued in lieu of 972,484 Units of Rs.10 each fully
paid up of Unit Trust of India
800 (Previous Year 800) Equity Shares of Rs. 10
(Previous Year Rs. 10) each fully paid up of
Housing Development Finance Corporation Limited 0.02 0.02
9.77 9.77
Aggregate of Quoted investments :
At Book Value 9.77 9.77
At Market Value 10.99 10.79
Schedule ‘8’: Inventories

Raw & Packing Materials 219.02 184.08

Stores and Spares 30.71 26.97
Work-in-Process 82.17 78.47
Finished Goods 137.26 121.88
469.16 411.40
Schedule ‘9’: Sundry Debtors

31.03.06 31.03.05
UNSECURED
Debts Outstanding for over six months
Considered Good 13.45 18.32
Considered Doubtful 13.66 27.11 19.23 37.55
Other Debts
Considered Good 667.99 487.85
Considered Doubtful 0.02 668.01 0.11 487.96
Less : Provision for Doubtful Debts 13.68 19.34
681.44 506.17
Schedule ‘10’: Cash and Bank Balances
(Refer Note 1(b) and 11 on Schedule 20) 31.03.06 31.03.05
Cash-in-Hand 1.42 0.80

Cheques-in-Hand – 0.07
With Scheduled Banks
On Current Accounts 23.83 34.87
On Fixed Deposit Accounts 136.03 120.01
On Margin Money Accounts 1.30 1.33
162.58 157.08
Gabri-49.p65 49 8/5/2006, 11:22 AM

Schedule ‘11’: Loans and Advances
(Refer note 6 on Schedule 20) 31.03.06 31.03.05
Advances recoverable in Cash or in kind or

for value to be received
- Unsecured
- Considered Good 336.66 337.40
- Considered Doubtful 14.76 8.17
Less : Provision for Doubtful Advances 14.76 336.66 8.17 337.40
Deposits with Excise Authorities 43.68 36.68

Advance Tax [Net of Provision Rs. 322.01 Million 16.26 –
(Previous year Rs. Nil Million)]
Other current assets 5.94 5.97
402.54 380.05
Schedule ‘12’: Current Liabilities

Acceptances 86.04 57.54
Sundry Creditors Trade:
— Total outstanding dues to small scale
industrial undertakings @ 119.42 53.30
— Total outstanding dues of creditors other
than small scale industrial undertakings 348.84 468.26 316.61 369.91
Sundry Creditors Non Trade:
— Total outstanding dues to small scale
industrial undertakings @ 0.26 0.34
— Total outstanding dues of creditors other
than small scale industrial undertakings 142.51 142.77 119.00 119.34
Interest accrued but not due 0.01 6.88
Deposit from Customers 12.76 12.46
Other Liabilities 46.43 42.79
Book Overdraft 44.38 20.49
Investor Education & Protection Fund shall be
credited by the following amount :
Unclaimed Dividend 4.29 3.71
Unpaid Matured Deposits 0.85 0.88
805.79 634.00
@ The above information has been compiled in respect of parties to the extent they could be
identified as Small Scale Industrial Undertakings on the basis of information available with the Company.
Schedule ‘13’: Provisions

31.03.06 31.03.05
Proposed Corporate Dividend Tax 4.03 4.53
Provision for Taxation [Net of Advance Tax Rs.Nil Million – 6.45
(Previous Year Rs.228.51 Million)]
Provision for Leave Encashment (Refer Note 10 on Schedule 19) 16.27 12.42
Others (Refer Note 13 on Schedule 19 and Note 12 on Schedule 20) 25.19 27.32
74.22 83.04
Gabri-49.p65 50 8/5/2006, 11:22 AM

Schedule ‘14’: Other Income
31.03.06 31.03.05
Income from Investments 0.62 0.72
Interest on :
Loans to Staff 2.27 1.25
Deposits 8.71 13.27
[Tax Deducted at Source Rs.1.92 Million
(Previous Year Rs. 2.35 Million)]
Advances to Suppliers 0.66 11.64 1.62 16.14
[Tax Deducted at source Rs. 0.05 Million
(Previous Year Nil)]
Sale of Scrap 65.74 48.73

Rent 5.78 5.74
[Tax Deducted at Source Rs.1.14 Million
(Previous Year Rs.1.05 Million)]
Insurance Claim (Refer Note 6 on Schedule 19) 1.91 1.00
Sales Tax Deferral (Refer Note 7 on Schedule 20) 36.73 33.75
Excess Provision/Liabilities Written back 3.95 15.86
Miscellaneous Income 18.26 17.69
144.63 139.63
Schedule ‘15’: Cost of Materials

31.03.06 31.03.05
Traded Finished Goods
Opening Stock 0.62 0.50
Add: Purchases 11.66 19.22
12.28 19.72
Less: Closing Stock 1.63 10.65 0.62 19.10
Manufactured Goods
Raw Material, Components and
Packing Materials Consumed
Opening Stock 184.08 159.07
Add: Purchases 3,372.24 2,839.23
3,556.32 2,998.30
Less: Closing Stock 219.02 3,337.30 184.08 2,814.22
(Increase)/Decrease in Work-in-Process
and Finished Goods
Opening Stock
199.73 148.99
Less: Closing Stock
217.80 (18.07) 199.73 (50.74)
Stores and Spares Consumed 133.72 73.12

3,463.60 2,855.70
Gabri-49.p65 51 8/5/2006, 11:22 AM

Schedule ‘16’: Personnel Expenses
(Refer Note 10 on Schedule 19 and Notes 31.03.06 31.03.05

13 and 17 on Schedule 20) Rs. Million Rs. Million
Salaries, Wages & Bonus 294.86 242.92

Contribution to Provident and Other Funds 36.11 32.25
Staff Welfare 52.16 44.62
383.13 319.79
Schedule ‘17’: Manufacturing, Administration,

Selling & Distribution and Other Expenses
Power & Fuel 122.82 108.98

Rent 16.60 15.36
Rates & Taxes 35.46 19.80
Insurance 17.95 16.67
Repairs & Maintainance
—Buildings 9.58 8.84
—Machinery 61.45 58.29
—Others 22.37 20.68
Freight 64.93 51.03
Advertisement & Sales Promotion 36.90 26.94
Discounts 88.95 53.34
Warranty 41.57 32.36
Provision for Doubtful Debts/Advances 8.40 6.78
Royalty 7.99 7.02
Travelling & Conveyance 72.61 66.40
Printing & Stationery 8.36 8.06
Legal and Professional 76.44 63.07
Communication 16.18 13.95
Bank Charges 3.33 3.20
Loss on Assets Sold / Scrapped (Net) 1.49 0.26
Foreign Exchange Fluctuations (Net) (Refer Note 8 on Schedule 19) 1.24 1.25
Premium on Foreign Exchange Fluctuation 1.21 –
Directors’ Fees 0.14 0.14
Miscellaneous Expenses 31.98 28.60
747.95 611.02
Schedule ‘18’: Interest

31.03.06 31.03.05
Term Loans 40.49 39.66

Working Capital Accounts 17.74 13.17
Fixed Deposits 3.82 9.36
Others 20.66 7.84
82.71 70.03
Gabri-49.p65 52 8/5/2006, 11:22 AM

Schedule ‘19’: Statement on Significant Accounting Policies
1. Accounting Convention
The financial statements have been prepared in accordance with applicable accounting standards in India and
in accordance with the historical cost convention.
2. Fixed Assets and Depreciation
a) Fixed Assets are stated at their original cost (net of CENVAT where applicable) including freight, duties,
customs and other incidental expenses relating to acquisition and installation. Interest and other finance
charges paid on loans for the acquisition of fixed assets are apportioned to the cost of fixed assets till they
are ready for use.
b) Expenditure incurred during the period of construction is carried forward as capital work-in-progress, and
on completion the costs are allocated to the respective fixed assets.
c) Foreign exchange fluctuation on payment/restatement of long term liabilities related to fixed assets are
adjusted against the historical cost of such assets. Depreciation on such adjusted amounts is charged over
the residual useful life of the assets.
d) Depreciation has been provided on straight-line method at the rates and in the manner specified under
Schedule XIV of the Companies Act, 1956, except for hardware and software which are being depreciated
over a period of three years.
e) The leasehold land is amortised over the lease period.
f) Buildings on land taken on lease are amortised over the lease period or useful life whichever is lower.
g) Technical know-how fee is amortised over a period of 6 years or period of agreement, which ever is earlier.
h) Based on technical evaluation, tools and dies are written off over a period upto eight years.
i) VSAT communication equipment is depreciated over a period of 5 years.
3. Investments
Long term investments are stated at cost. Provision, if any, is made for permanent diminution in the value of
investments.
Current investments are stated at cost or fair value, whichever is lower.
4. Inventories
Raw material and stores and spares are valued at cost. Other inventories are valued at lower of cost or net
realisable value. Cost is arrived on a weighted average basis and includes applicable manufacturing overheads.
Due allowance being made for obsolete and slow moving items based on estimated useful life.
5. Capital Grants
Grants received from the Government are retained as Capital Reserve until the conditions stipulated in the
respective schemes are complied with. However, the grants related to specific assets are deducted from the
gross value of such assets.
6. Revenue and Expense Recognition
Revenue from sale of goods is accounted for on the basis of despatch of goods. Sales are inclusive of excise
duty and net of sales return and trade discounts.
Claims recoverable on account of insurance are accounted for as and when the amounts recoverable can be
reasonably determined.
Expenses are accounted for on an accrual basis.
7. Taxation
Tax expense (tax saving) is the aggregate of current year tax and deferred tax charged (credited) to the Profit
and Loss Account for the year. However, in the year of transition the accumulated deferred tax liability at the
beginning of the year has been recognised with a corresponding charge to the General Reserve in accordance
with Accounting Standard-22 “Accounting for Taxes on Income” and measured at the tax rates that have been
enacted or substantially enacted by the Balance Sheet Date
Gabri-49.p65 53 8/5/2006, 11:22 AM

a) Current year charge
The provision for taxation is based on assessable profits of the company as determined under the Income
Tax Act, 1961. Provisions are recorded as considered appropriate for matters under appeal due to
disallowances or for other reasons.
b) Deferred Tax
The Company provides for deferred tax using the liability method, based on the tax effect of timing
differences resulting from the recognition of items in the financial statements and in estimating its current
income tax provision.
Deferred Tax Assets arising from temporary timing differences are recognised to the extent there is
reasonable certainty that the assets can be realised in future.
8. Foreign Currency Transactions
Foreign currency transactions, other than those covered by forward contracts, are accounted for at the exchange
rate prevailing on the transaction date. Gain / loss arising out of fluctuation in rate between transaction date
and settlement date in respect of revenue items are recognised in the Profit and Loss Account and in case of
fixed assets are adjusted to the carrying cost of the respective assets.
In respect of transactions covered by forward exchange contracts, other than relating to fixed assets, the
difference between the contract rate and the spot rate on the date of the transaction is amortised as expense
or income over the life of the contract.
Foreign currency assets and liabilities are restated at the exchange rate prevailing at the year end and the
overall net gain / loss is adjusted to the Profit and Loss Account, except in the case of liabilities relating to the
acquisition of fixed assets which are adjusted to the carrying cost of the respective assets.
9. Research and Development

Equipment purchased for research and development is capitalised when commissioned and included in the
gross block of fixed assets. Revenue expenditure on research and development is charged in the period in
which it is incurred.
10. Retirement Benefits
Regular contributions are made to Provident fund and charged to revenue.
The Company contributes to group policies with Life Insurance Corporation of India Ltd. to cover its liability
towards employee gratuity and superannuation.
Liability towards leave encashment has been provided for on the basis of actuarial valuation as on the date of
the Balance Sheet.
11. Borrowing Cost

Borrowing Costs that are directly attributable to the acquisition, construction or production of qualifying assets
are capitalised till the month in which the asset is ready to use as part of the cost of that asset. Interest on
working capital is charged to revenue accounts.
12. Leases
Leases of Fixed assets where the Company assumes substantially all the benefits and risks of ownership are
classified as finance leases. Finance leases are capitalised at the estimated present value of the underlying
lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve
a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance
charges, are included in payables. The interest element of the finance charge is charged to the Profit and
Loss Account over the lease period.
Lease rentals in respect of assets taken on “Operating Lease” are charged to the Profit and Loss Account on
straight line basis over the lease term.
13. Warranty
Provision for warranty is made as per technical evaluation.
Gabri-49.p65 54 8/5/2006, 11:22 AM

Schedule ‘20’: Notes forming part of Accounts
1. (a) The Term Loans from banks of Rs. 224.60 million (Previous Year Rs. 351.11 million) are secured as
follows:
i) Rs. 99.60 million (Previous year Rs. 150.00 million) from Standard Chartered Bank is secured by
hypothecation of all present and future movable Plant and Machinery of the Company and Pari
Passu charge over Land and Buildings at Pune and Mulund.
ii) Rs. 125.00 million (Previous year Rs. 175.00 million) from State Bank India is secured by hypothecation
of entire fixed assets of the company excluding Land and Buildings
iii) Rs. Nil (Previous year Rs. 26.10 million) from Standard Chartered Bank is secured by hypothecation
of all present and future movable Plant and Machinery of the Company and Pari Passu charge over
Land and Buildings at Pune, Nashik and Mulund.
(b) The Working capital facilities amounting to Rs. 211.40 million (Previous year Rs. 121.93 million) are
secured by hypothecation of stocks, spares and book debts and balance amounting to Rs. 39.20 million
(Previous Year Rs. Nil) are secured by Fixed Deposit of Rs. 40.0 million.
2. (a) Secured Term Loan from banks due for repayment within a year are Rs. 100.40 million (Previous year
Rs.126.11 million)
(b) Fixed Deposits due for repayment within a year are Rs.1.62 million (Previous year Rs. 35.74 million).
(c) Sales Tax Deferral loan due for repayment within a year are Rs. 2.62 million (Previous year Rs. 11.62
million)
(d) Loans and Advances Others due for repayment within a year are Rs. 7.41 million (Previous year Rs.11.22
million)
3. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.19.69
million (Previous year Rs. 23.74 million).
4. (a) Contingent Liabilities are in respect of:

31.03.06 31.03.05
(i) Bills discounted, Letters of Credit and bank guarantees 2.05 1.61
(ii) Income Tax, Sales Tax and Excise duty
against which appeals are pending 108.80 78.94
(iii) Claims not acknowledged as debts 5.99 8.10
(iv) Others 0.82 –
(b) Particulars of dues of Sales Tax, Income Tax and Excise Duty as at March 31, 2006, which have not been
deposited on account of dispute.
Name of the Nature of dues Amount Period to which Forum where the
statute (Rs. Million) the amount relates dispute is pending
Sales Tax Act Tax Liability for ‘Form 31’ 0.18 2002-2003 Dy. Comm-Appeal(I)-
Lucknow
Sales Tax Act For ‘D Forms’ & ‘F Forms’ 0.29 1999-2000 Trade tax Tribunal-UP,
Bench-I, Lucknow
Sales Tax Act Late filing of return 0.13 Oct ’99, Jan ’00, Trade tax Tribunal-UP,
Feb ’00 & Mar ‘00 Bench-I, Lucknow
Sales Tax Act For ‘C Forms’ & ‘F Forms’ 0.23 2000-2001 Joint Comm-Appeal-
Lucknow
Sales Tax Act For ‘D Forms’ 0.07 2000-2001 Dy. Comm-Appeal(I)-
Lucknow
Sales Tax Act For wrong declaration 0.14 1999-2000 Dy. Comm-Asst -Lucknow
of sales
Sales Tax Act For ‘D Forms’ 0.03 2002-03 Sales Tax Office, Hyderabad
Sales Tax Act Tax Liability for ‘Form 31’ 0.07 2000-2001, 2002-2003 Tribunal Ghaziabad.
Sales Tax Act Tax Liability for ‘Form 31’ 0.58 2005-06 Appeal to be filed
Gabri-49.p65 55 8/5/2006, 11:22 AM

Name of Nature of dues Amount Period to which Forum where the
statute (Rs. Million) the amount relates dispute is pending
Sales Tax Act Tax on Capital goods 0.38 1996-1997 Assistant Commissioner,
Dewas
Sales Tax Act For ‘C Forms’ 1.93 1997-1998 Deputy Commissioner,
Indore
Sales Tax Act For ‘C Forms’ 0.05 2003-2004 Sales Tax Office, Ranchi
Sales Tax Act For ‘C Forms’ 0.11 2002-2003 Assisstant Commissioner
Commercial Taxes
Sales Tax Act Sales return credit 0.09 2001-2002 Assisstant Commissioner,
notes disallowed Cuttack
Central Excise Act Service tax on 2.60 Oct’ 1999 CESTAT
technical knowhow
Income Tax Act Disallowance of expenses 14.76 Assessment year Appeal to be filed with
1997-1998 High Court
Income Tax Act Disallowance of expenses 2.89 Assessment years Income Tax Appellate
1998-1999, 2000-2001 Tribunal
& 2002-2003
Income Tax Act Disallowance of expenses 83.59 Assessment year Commissioner of Income Tax
2003-2004 (Appeals)
Income Tax Act Disallowance of expenses 0.68 Assessment year Assessing officer
2004-2005
5. As ascertained by the Company, Sundry Creditors include an amount of Rs.119.68 million (Previous year
Rs. 53.64 million) due to Small Scale Industrial Undertakings (SSI). Details of amounts due to SSI, which is
outstanding for more than 30 days are disclosed in Annexure “A”.
6. Loans and Advances include:
a) Rs. 1.76 million (Previous year Rs. 0.12 million) due from an officer of the company. Maximum amount
due during the year Rs. 1.76 million (Previous year Rs. 0.37 million).
b) Debts due from Private Limited Companies and Firms where any Director is a Director or Partner
Rs. 3.37 million (Previous year Rs. 0.34 million).
7. Other Income includes an amount of Rs. 36.73 million (Previous year Rs. 33.75 million) arising from pre
mature repayment of Rs. 13.57 million (Previous year Rs. 28.10 million) against outstanding liability of
Rs. 50.30 million (Previous year Rs. 61.85 million) under sales tax deferral scheme.
8. The amount of exchange rate difference in respect of forward exchange contract to be recognised in the
Profit and Loss Account for subsequent accounting periods is Rs. Nil (Previous Year Rs. 1.21 million)
9. Segmental Reporting:
a) Primary Segment:
The Company operates only in one business segment viz. Auto Components and Parts.
b) Secondary Segment:
The company caters mainly to the needs of Indian market and the export turnover being 3.22% of the
total turnover of the company; there are no reportable geographical segments.
Gabri-49.p65 56 8/5/2006, 11:22 AM

10. In accordance with the Accounting Standard on “Related Party Disclosures” (AS 18), the disclosure in respect of transactions with the
Company’s related parties are as follows:
A. Names of related parties * and description of relationships

1. Mr. K.N. Subramaniam - Key Management Personnel
2. Mr Arvind Walia (w.e.f January 25, 2006) – Key Management Personnel
3. Asia Investments Private Limited - Associate
* As identified and certified by the Management
B. Details of Transactions
Rs. Million
Particulars Key Management Personnel Associates
1 Deposits Given - -
(-) (80.0)
2 Interest Income - -
(-) (9.58)
3 Reimbursement of expenses - 0.04
(-) (0.06)
4 Directors’ Remuneration 4.72 -
(5.58) (-)
Amount Outstanding
1 Corporate Guarantee - 96.0
(-) (120.0)
2 Reimbursement of expenses - 0.01
(-) (0.06)
Previous year figures have been given in brackets
11. The company has given a guarantee, supported by pledge of its fixed deposits of Rs. 96.0 million (Previous Year Rs. 120.0 million), to
IndusInd Bank in respect of repayment of loans of Rs. 94.08 million (Previous year Rs. 117.60 million) (including interest or other charges
related thereto) taken by Asia Investments Private Limited, a shareholder of the Company.
12. The Company has the following provision in the books of account as on 31.03.2006
Rs. Million
Description Balance as on Additions during Utilised/Reversed Balance as on

01.04.05 the year during the year 31.03.06
Provision for Warranty 27.32 6.21 8.34 25.19
(24.93) (8.13) (5.74) (27.32)
Provision for warranty relates to the estimated (based on management’s technical evaluation) outflow in respect of warranty for products
sold by the Company. Due to the very nature of such cost, it is not possible to estimate the timing/uncertainties relating to its outflow.
13. The following expenses incurred on Research and Development are included under respective account heads :
Rs. Million
2005-06 2004-05
Personnel Expenses 9.22 14.20
Manufacturing, Administration, Selling & Distribution and Other Expenses 10.70 9.71
Total 24.83 28.77
14. Assets on lease on or after April 1, 2001 included in fixed assets, where the company is a lessee under a finance lease
Rs. Million
Minimum Lease Future Finance Present Value
Payments due as at Charge as at 31.03.06
31.03.06
Total 9.49 1.21 8.28
(11.85) (1.65) (10.20)
Not later than 1 year 4.17 0.61 3.56
(4.61) (0.97) (3.64)
Later than 1 year and not later than 5 year 5.32 0.60 4.72
(7.24) (0.68) (6.56)
Gabri-49.p65 57 8/5/2006, 11:22 AM

15. Earning per share (EPS)- The numerators and denominators used to calculate Basic and Diluted Earnings per share
2005-06 2004-05
– Profit attributable to Equity Shareholders (Rs. million)–(A) 88.44 178.88
– Basic/Weighted average number of Equity Shares
Outstanding during the year – (B) 71,821,970 7,182,197
– Nominal Value of Equity Share 1.00 10.00
– Basic/Diluted Earning per Share (Rs.) – (A)/(B) 1.23 24.91
16. The Company estimates deferred tax charge/(credit) using the applicable rate of taxation based on the impact of timing differences
between financial statements and estimated taxable income for the current year. The net deferred tax liability as at March 31, 2006 is
given below:
Rs. Million
Deferred Tax Assets Deferred Tax Liabilities
Depreciation — 220.11
(—) (238.08)
Others 25.32 —
(20.69) (—)
Total 25.32 220.11
(20.69) (238.08)
Net Deferred Tax Liability — 194.79
(—) (217.39)
17. (a) Determination of Net Profit in accordance with Section 349 of The Companies Act, 1956 and commission payable to directors
Rs. Million
2005-06 2004-05
Profit before tax as per Profit and Loss Account 152.90 263.26
Add: Directors’ Remuneration 6.42 8.38
Directors’ Fees 0.14 0.14
Depreciation as per books 157.99 152.31
Loss on Assets Sold /Scrapped (Net) 1.49 0.26
Voluntary Retirement Scheme — 1.22
Provision for Doubtful Debts/Advances 8.40 174.44 6.78 169.09
Less: Deduction under Section 349 and 350

Depreciation u/s 350 157.99 152.31
Net Profit under Section 349 169.35 280.04
Commission payable to directors:
Whole time 2.12 3.50
Non-whole time 1.70 2.80
Total 3.82 6.30
b) Directors Remuneration:
Salary 1.16 0.96
Company’s Contribution to Provident Fund & Superannuation Fund 0.30 0.26
Perquisites 1.14 0.86
Commission [See 17(a) above)] 3.82 6.30
Total 6.42 8.38
Note: The aforesaid figure is exclusive of provision for leave encashment, as separate actuarial valuation is not available.
Gabri-49.p65 58 8/5/2006, 11:22 AM

18. (A) Particulars in respect of Goods manufactured for Sale/Consumption:
Opening Stock Sales Closing Stock

Product Year Unit of
Measure Qty. Rs. Million Qty. Rs. Million Qty. Rs. Million
(i) Shock Absorbers 05-06 Nos. 217,845 53.15 10,942,304 5,270.10 182,153 46.73
Struts & Front Forks 04-05 Nos. 188,955 37.11 9,779,376 4,393.22 217,845*** 53.15
(ii) Bimetal 05-06 Tonnes 65.000 6.27 – – 55.940 5.81
Strips 04-05 Tonnes 91.000 7.07 62.000 4.03 65.000 6.27
(iii)Bimetal 05-06 Nos. 1,723,949 61.84 8,670,214 333.43 2,299,853 83.09
Bearings 04-05 Nos. 1,771,618 55.78 8,994,120 351.00 1,723,949 61.84
(iv) Licensed Capacity*, Installed Capacity and Actual Production:
Product Year Unit of Installed Actual

Measure Capacity Production
a. Shock 05-06 Nos. 14,600,000 9,735,448
Absorbers & Struts 04-05 Nos. 13,227,200 8,851,847
b. Front Forks 05-06 Nos. 2,390,000 1,171,164
04-05 Nos. 2,049,960 967,341
c. Bimetal Strips 05-06 Tonnes 2,000 1,434.970**
04-05 Tonnes 2,000 1,474.000**
d. Bimetal 05-06 Nos. 14,156,250 9,246,118
Bearings 04-05 Nos. 13,156,250 8,946,451
Installed capacity is as per a certificate issued by the Management and is not verified by the Auditors being a Technical matter.
* Licensing requirement for Automotive parts, including the Company’s products, have been dispensed with effective July 25, 1991.
** Out of this production,1444.030 Tonnes was for the captive use of the Company (Previous year, 1438.000 Tonnes)
*** Includes scrapped units nil (Previous year 10,922)
(B) Particulars in respect of Purchased Goods–Finished:
Product Year Opening Stock Purchases Sales Closing Stock

Qty. Value Qty. Value Qty. Value Qty. Value
Nos. Rs. Million Nos. Rs. Million Nos. Rs. Million Nos. Rs. Million
Shock 05-06 1,034 0.14 16,577 2.54 15,804 3.00 1,807 0.30
Absorbers 04-05 1,472 0.19 17,004 2.31 17,442 3.01 1,034 0.14
Bearings 05-06 26,965 0.48 427,704 9.12 384,315 10.82 70,354 1.33
04-05 25,720 0.31 920,855 16.91 919,610 24.84 26,965 0.48
Others 05-06 – – – – – – – –
04-05 – – – 1.98 – 2.50 – –
19. Consumption of Raw Materials, Components and Packing Materials:

Items Unit of 2005-06 2004-05
Measure
Quantity Rs. Million Quantity Rs. Million
A Raw Materials (Basic)
Tubes Meters 16,058,851 631.20 7,824,854 509.36
Bright Bars Kgs 3,278,842 161.05 2,938,284 141.03
Shock Fluid Litres 1,595,066 66.59 1,419,150 55.06
Non-Ferrous Metals Kgs 340,064 63.49 353,773 60.25
Steel Strips Kgs 1,194,745 51.29 1,212,756 50.02
Others 202.89 171.22
1176.51 986.94
Gabri-49.p65 59 8/5/2006, 11:22 AM

Unit of 2005-06 2004-05
Measure
Quantity Rs. Million Quantity Rs. Million
B Components
Pressed Parts Nos 182,004,174 454.76 114,666,943 306.65
Die Castings Nos. 10,258,314 333.25 5,437,237 250.93
Rubber Parts Nos. 62,939,260 331.05 50,424,274 297.57
Springs Nos. 42,235,019 308.13 33,561,014 288.97
Turned Parts Nos. 21,074,002 113.09 15,609,601 118.13
Sintered Parts Nos. 27,269,965 218.94 29,368,439 162.20
Forgings Nos. 3,643,241 100.27 1,922,206 60.92
Others 301.30 341.91
2,160.79 1,827.28
20. Job work charges included in consumption amount to Rs. 346.29 million (Previous Year Rs. 286.35 million).
21. Value of Imports on CIF basis:

2005-06 2004-05
i) Raw Materials 152.85 117.22
ii) Components 20.11 21.84
iii) Stores 23.83 18.13
iv) Machinery Spares 2.52 0.69
v) Capital Goods 24.81 2.53
22. Expenditure in Foreign Currency (On Cash Basis) :

2005-06 2004-05
i) Foreign Travel 6.87 5.62
ii) Technical Services 1.18 –
iii) Royalty 6.37 6.69
iv) Export Commission 0.73 0.89
v) Professional Fees 26.30 4.74
vi) Interest on Term Loan – 16.72
vii) Others 0.12 0.14
23. Materials, Components and Spares Consumed:

2005-06 2004-05
Particulars Raw Materials & Spares* Raw Materials & Spares*
Components Components
% Rs. Million % Rs. Million % Rs. Million % Rs. Million
i) Imported at
landed cost 5.21 173.99 15.27 22.91 5.93 166.70 21.59 21.07
ii) Indigenous 94.79 3,163.31 84.73 127.08 94.07 2,647.52 78.41 76.51
100.00 3,337.30 100.00 149.99 100.00 2,814.22 100.00 97.58
iii) *Consumption for repairs to machinery

(included in the figures stated above) 16.27 24.46
Gabri-49.p65 60 8/5/2006, 11:22 AM

24. Remittances in foreign currency on account of dividend to Non-Resident Shareholders:
2005-06 2004-05
i) Number of Shareholders 2 2
ii) Number of Shares 1,484,398 1,484,398
iii) Amount remitted (Rs. million) 11.13 8.91
iv) Relating to year ending March ’05 & March ’04 &
Interim for 2006 Interim for 2005
25. Auditors’ Remuneration:
Particulars 2005-06 2004-05

For Audit fee 1.55 1.55

For Certification & other charges 0.82 0.57
Expenses reimbursed 0.27 0.20
26. Earnings in Foreign Exchange:

Particulars 2005-06 2004-05
FOB Value of Exports 156.19 143.32
27. Previous year figures have been re-grouped/reclassified wherever necessary to conform to current year’s classification.
Gabri-49.p65 61 8/5/2006, 11:22 AM

28. Additional information as required under Part IV of Schedule VI to the Companies Act, 1956
Balance Sheet Abstract and Company’s General Business Profile
I. Registration Details
Registration No. 2 5 — 1 5 7 3 5 State Code 1 1
Balance Sheet Date 3 1 0 3 2 0 0 6

Date Month Year
II. Capital Raised during the Year (Amount in Rs. Million)

Public Issue Rights Issue
N I L N I L
Bonus Issue Private Placement

N I L N I L
III. Position of Mobilisation and Deployment of Funds

(Amount in Rs. Million)
Total Liabilities Total Assets
2 2 2 2 . 4 1 2 2 2 2 . 4 1
Sources of Funds
Paid-Up Capital Reserves & Surplus

7 1 . 8 5 9 2 2 . 9 2
Secured Loans Unsecured Loans
4 7 5 . 2 1 5 5 7 . 6 4
Deferred Tax Liabilities/(Assets)
1 9 4 . 7 9
Application of Funds
Net Fixed Assets Investments
1 3 7 6 . 9 3 9 . 7 7
Net Current Assets Miscellaneous Expenditure
8 3 5 . 7 1 N I L
Accumulated Losses
N I L
IV. Performance of the Company (Amount in Rs. Million)

Total Income Total Expenditure
5 7 6 1 . 9 7 5 6 0 9 . 0 7
Profit/(Loss) Before Tax Profit/(Loss) After Tax

+ 1 5 2 . 9 0 + + 8 8 . 4 4
Earnings Per Share in Rs. Dividend Rate %

1 . 2 3 7 0
Gabri-49.p65 62 8/5/2006, 11:22 AM

V. Generic Names of Three Principal Products / Services of the Company (as per monetary terms)
Item Code No. 8 7 0 8 8 0 - 0 0

(ITC Code)
S H O C K A B S O R B E R S
Product Description
M C P H E R S O N S T R U T S
Item Code No. 8 7 1 4 1 9 - 0 0

(ITC Code)
Product Description F R O N T F O R K S
Item Code No. (ITC Code) 8 4 8 3 3 0 - 0 0
Product Description B E A R I N G S
Signature to Schedule ‘1’ to ‘21’.
This is the Balance Sheet referred The Schedules referred to above form DEEP C. ANAND
to in our report of even date. an integral part of Balance Sheet. Chairman
K.N. SUBRAMANIAM
V. Nijhawan
Managing Director
Partner
R.J. TARAPOREVALA
C.S. PATEL
RAVI K SINHA
JAITHIRTH RAO
Financial Controller & ARVIND WALIA
Place: Mumbai Company Secretary Directors
Dated: May 23, 2006
Gabri-49.p65 63 8/5/2006, 11:22 AM

Cash Flow Statement
Prepared pursuant to Clause 32 of Listing Agreement
for the year ended March 31, 2006
31.03.06 31.03.05
A. Cash flow from operating activities:

Net profit before tax 152.90 263.26
Adjustments for:
Interest Expense 82.71 70.03
Interest Income (11.64) (16.14)
Income from Investment - Dividends (0.62) (0.72)
Loss on Assets Sold / Scrapped (Net) 1.49 0.26
Provision for leave encashment 3.85 1.22
Provisions - Others (2.13) 2.41
Provision for Doubtful Debts/Advances 16.64 6.78
Sales Tax Deferral Income (36.73) (33.75)
Excess provision written back (3.95) (1.98)
Bad debts written off against provision (8.24) (2.05)
199.37 178.37
Operating profit before working capital changes
Adjustments for changes in working capital :

- (Increase)/Decrease in Sundry Debtors (177.09) 14.95
- (Increase)/Decrease in Loans and Advances (12.82) 49.81
- (Increase)/Decrease in Inventories (57.76) (95.29)
- (Increase)/Decrease in Trade and Other Payables 182.06 (65.61) 47.13 16.60
Cash generated from operations 1,441.00 286.66 458.23

- Direct Taxes Paid (107.80) (94.05)
Net cash from operating activities 178.86 364.18
B. Cash flow from Investing activities:
Purchase of fixed assets (168.20) (103.58)

(Increase)/ Decrease Capital Work in Progress (23.90) 3.24
Proceeds from Sale of fixed assets 0.94 1.25
Interest Received (Revenue) 9.67 16.14
Dividend Received 0.62 0.72
Net cash used in investing activities (180.87) (82.23)
Gabri-49.p65 64 8/5/2006, 11:22 AM

31.03.06 31.03.05
C. Cash flow from financing activities:

Repayment of long term borrowings (153.12) (298.85)
Proceeds from long term borrowings 68.24 242.19
(Repayment)/Proceeds of Fixed Deposit (36.52) (93.42)
Increase/(Decrease) in Working Capital facilities (Net) 128.67 (51.13)
Availment of short term borrowings (Net) 150.02 176.97
Interest Paid (88.94) (75.82)
Dividend Paid (53.29) (40.00)
Corporate Dividend Tax Paid (7.55) (5.57)
Net cash from/(used) in financing activities 7.51 (145.63)
Net Increase in Cash & Cash Equivalents 5.50 136.32
Cash and cash equivalents as at Opening 157.08 20.76
Cash and cash equivalents as at Closing 162.58 157.08
Cash and cash equivalents includes

Cash-in-Hand 1.42 0.80
Cheques-in-Hand – 0.07
With Scheduled Banks
On Current Accounts 23.83 34.87
On Fixed Deposit Accounts 136.03 120.01
On Margin Money Accounts 1.30 1.33
162.58 157.08
Notes :
1. The above Cash flow statement has been prepared under the indirect method set out in AS-3 issued by the Institute of
Chartered Accountants of India. 28.73
2. Figures in brackets indicate cash outgo.
3. Previous period figures have been regrouped and recast wherever necessary to conform to the current period classification.
4. Cash and cash equivalents as at March 31, 2006 include fixed deposits and margin money with banks of Rs.141.59 million
(Previous year Rs. 125.04 Million) not available for use by the company. (Refer notes 1(b) and 11 on Schedule 20)
This is the Cash Flow Statement referred The Schedules referred to above form DEEP C. ANAND
to in our report of even date. an integral part of Balance Sheet. Chairman
K.N. SUBRAMANIAM
V. Nijhawan
Managing Director
Partner
R.J. TARAPOREVALA
C.S. PATEL
RAVI K SINHA
JAITHIRTH RAO
Gabri-49.p65 65 8/5/2006, 11:22 AM

Annexure - A
AMOUNTS DUE TO SMALL SCALE INDUSTRIES UNDERTAKINGS OUTSTANDING FOR OVER 30 DAYS
S. NAME OF THE SSI AMOUNT OUTSTANDING S. NAME OF THE SSI AMOUNT OUTSTANDING
No. Rs. MILLION No. Rs. MILLION
1 AARESS ENTERPRISES 0.42 70 MARPOL CHEMICAL LTD 0.39

2 ANIRAJ ENGG.& CONSULTANTS 1.06 71 MARPOL PVT LTD 0.70
3 ANJAL ENGINEERING 0.47 72 METAL ALLOYS (INDIA) 7.77
4 ANSH ENGINEERS 0.43 73 METCUT TOOLINGS PVT. LTD. 0.84
5 ARJUN AUTO PVT LTD 0.32 74 MFPL PRODUCTS LTD 0.33
6 ASHAPURA RUBBER UDYOG 2.02 75 MICRON INDUSTRIES 0.16
7 B C L SPRINGS 0.05 76 MICRON SURFACE TREATERS 0.24
8 BIJOU ENTERPRISES 0.01 77 MINI INDUSTRIES 0.34
9 BRAHANS RUBBER PVT LTD 0.50 78 MOLDED DIMENSIONS 0.92
10 BYMER ELASTOMERS 1.26 79 MOPESU ENGINEERS 0.24
11 CAMATA ENTERPRISES 1.61 80 N P ENTERPRISES 2.02
12 CHAMUNDI DIE CAST PVT LTD 3.30 81 NASHIK AUTOTECH PVT LTD 4.50
13 DEEKAY ENTERPRISES 0.18 82 NITESH UDYOG 0.49
14 DEEP ENGG. & REFRIGERATION 0.27 83 O.K.AUTO COMPONENTS PVT LTD 1.25
15 DELITE ENTERPRISES 3.92 84 PACE TECHNIQUES PVT LTD 0.03
16 DELTA MANUFACTURING CO 2.93 85 PACO RUBBER INDUSTRIES PVT LTD 0.99
17 DEVKI AUTO INDUSTRIES PVT LTD 0.66 86 PANKAJ INDUSTRIES 0.14
18 DEWAS HYDROQUIPS PVT.LTD. 0.02 87 POLITE METALS PVT LTD 0.07
19 DHAM FASTNERS 0.08 88 POLY FLUORO LTD. 0.11
20 DITISHA ENGINEERING PVT LTD 0.59 89 POLY PACK 0.12
21 ELITE PACKERS & DISTRIBUTORS 0.01 90 POOJA ENTERPRISES 0.02
22 ESDEE ENGINEERING WORKS 0.45 91 POOJA FORGE PVT LTD 0.17
23 ESPEE ENGINEERS 0.04 92 PRAGATI ENGINEERING COMPANY 1.19
24 FIBRO - FAB, INDORE 0.09 93 PRAGEET ENGINEERS 0.23
25 FLEXIBLE PACKING INDUSTRIES 0.56 94 PRAXAIR INDIA PVT LTD 0.06
26 G B INDUSTRIES 0.04 95 PREETI ENGG WORKS 0.85
27 G B RUBBER PRODUCTS 0.03 96 PRINTEK 0.08
28 G.B.FORGE & FASTENERS 7.48 97 RAMESH AND COMPANY 0.03
29 GLOBAL PACKAGING 1.34 98 RAVI PACKAGES 0.98
30 GOLDY PRECISION STAMPINGS 5.37 99 REVA ENTERPRISES 0.56
31 GOLDY PRESS TOOL PVT LTD 1.43 100 REVA TRANSMISSIONS 3.11
32 GOMANTAK PRESS TOOLS PVT LTD 3.81 101 RIGHT TIGHT FASTNERS P. LT 0.16
33 GOWELL RUBBER INDUSTRIES 2.93 102 ROLLON BEARING PVT LTD 0.13
34 GRAUER & WEIL (INDIA) LTD 7.54 103 S R ENTERPRISES 0.13
35 GURUDEV SPRINGS 0.12 104 S S INDUSTRIES 0.01
36 HARYANA PLASTICS INDUSTRIES 0.09 105 S V ENTERPRISES 0.20
37 HYPERTECH ELASTOMERS 0.87 106 SAH PETROLEUMS LIMITED 0.55
38 IMANES PVT LTD 0.54 107 SAI COATERS AND FABRICATORS 0.82
39 INDUSTRIAL PLASTIC PACKERS 0.02 108 SAI ENGINEERS 1.27
40 INNOVA RUBBERS PVT LTD 1.15 109 SANGEETA PLASTIC & ENGG 0.02
41 INTERNATIONAL ENGINEERS 0.28 110 SARGO TOOLS 0.08
42 JAYANT ENTERPRISES 0.36 111 SEALTITE DICHTUNGS PVT LT 3.38
43 K C IRON & STEELS PVT LTD 0.01 112 SHIV OM OIL TRADERS 0.03
44 KAMAL RUBPLAST INDUS PVT LTD 0.58 113 SHREE DURGA UDYOG 0.82
45 KETAN INDUSTRIES 0.21 120 SPECTRUM ALLLIED 0.04
52 KIRON INDUSTRIES 0.06 123 SUPERFLEX RUBBERS 0.59
55 KIRON INDUSTRIES 0.01 126 THAKUR INDUSTRIES 0.11
58 KUN-CHEM PRETREATMENT PVT LTD 0.89 127 TURN -O-PRESS INDUSTRIES 0.01
59 KUNDAN INDUSTRIES LTD 2.53 128 U K ENGINEERING WORKS 0.76
60 LAKSHMI PRASANNA PRECITEC 0.61 129 U M S ENGINEERING WORKS 0.21
61 LAXMI PACKING INDUSTRIES 0.01 130 UMANG ENGINEERING 0.01
62 LEO ENGINEERS 0.04 131 V K ENTERPRISES 0.04
63 LOGWELL FORGE LTD 0.02 132 VAISHANAVI AUTO PVT LTD 6.73
64 LUCKY ENTERPRISES 0.04 133 VIJAY ENTREPRISES 0.05
65 M K INDUSTRIES 0.09 134 VYANKTESH PLASTICS & PACKAGINGS 0.24
66 M V ENGG INDUSTRIES 0.43 135 YALE INDUSTRIES 0.01
67 M.S.INDUSTRIAL COMPONENTS 0.64 TOTAL 115.32
68 MACKS INDUSTRIES 0.19
69 MANJREKAR INDUSTRIES 0.81
Gabri-49.p65 66 8/5/2006, 11:22 AM

Annexure to Directors’ Report
Information required Under Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of employees) Rules,
1975 and forming part of the Directors’ Report for the year ended March 31, 2006
Name Age Remuneration Designation Nature of Duties Qualification Experience Date of Last Employement Held
Years Rs. Mill Years Joining Designation Name of Employer
Mr. K.N. Subramaniam 52 4.40 Managing Director Chief Executive B.Tech., P.G.D.B.M. 27 Feb’2001 President Perfect Circle Victor Ltd.
Officer IIM, Ahmedabad
Mr P N Bhargava* 58 0.73 Vice President Head After market B.Sc. MBA 34 May’1992 General Perfect Circle Victor Ltd.
(Marketing) Manager
Mr J Narayanan* 41 3.20 RCD Operations Operations B.Tech. IIT, P.G.D.B.M. 15 May’2003 General General Motors
Vice President IIM, Ahmedabad Manager
New Business
Development
Mr Arvind Walia 52 2.93 President & Chief Operations ACA. MBA 26 June’1985 Deputy Escorts Limited
Operating Officer Manager
Finance
Mr Arvind Nanda 53 2.81 Vice President Operations B.E. (Production 25 Sep’2004 Joint The Indian
(Engine Bearings) (Engine Bearings) Engineer) Managing Seamless Group
Director
* In employment for part of the year.
Notes : (1) The nature of employment is contractual.

(2) Remuneration as shown above includes salary, allowances, commission, leave travel allowance, Company’s Contribution to Provident Fund and Superannuation Fund,
expenditure incurred by the Company on accomodation, transport, insurance, medical, club membership, Gratuity paid and contribution to Gratuity Fund on the basis of
actuarial valuation as separate figures are not available. Wherever the actual costs are not ascertainable, the monetory value of the prequisites as per Income Tax Rules,
1962 has been considered.
Mumbai Deep C Anand

Dated : May 23, 2006 Chairman
Gabri-49.p65 67 8/5/2006, 11:22 AM

Gabri-49.p65 68 8/5/2006, 11:22 AM

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Gabriel India Limited

Board of Directors Financial Controller &

Corporate Offices Manufacturing Facilities 52-55, S.No. 102/3 -106 (PT)

Gabriel 1-FINAL.p65 1 8/5/2006, 1:57 PM

Domestic Sales (Rs. Million) 5461.2 4635.3

Export Sales (Rs. Million) 156.2 143.3

Total Sales (Rs. Million) 5617.4 4778.6

Profit Before Tax (Rs. Million) 152.9 263.3

PBT as a % to Sales 2.7 5.5

Profit After Tax (Rs. Million) 88.4 178.9

PAT as a % to Sales 1.6 3.7

Return on Net Worth (%) 8.9 18.6

Net Worth per Share (Rs.) 13.9 134.2

Earning per Share (Rs.) - Basic & Diluted 1.2 24.9

Dividend per Shares (Rs.) 0.70 7.0

Dividend Cover (Times) 2.7 4.6

Return on Total Assets (%) 2.8 6.4

2 ANNUAL REPORT 2006

Gabriel 1-FINAL.p65 2 8/5/2006, 3:30 PM

■ TS 16949: 2002 certification for Noida facility

■ Shock Absorber supplies for General Motors Aveo from Chakan

■ ‘Best Vendor’ award from Eicher Motors for Dewas facility

■ Gas Shock Absorbers for Victor Edge introduced by Hosur plant

■ Hosur plant commenced supplies to TVS new model motorcycle ‘Star’

■ Nashik facility achieved the target of zero PPM in ‘0’ km

GABRIEL INDIA LIMITED 3

Gabriel 1-FINAL.p65 3 8/5/2006, 1:57 PM

With over four decades of experience, Gabriel India’s Mulund Plant

Company high demand for quality products.

Since its inception in 1961 with a single

TOP PHOTO: Gabriel India Annual General Meeting at

4 ANNUAL REPORT 2006

Gabriel 1-FINAL.p65 4 8/5/2006, 1:57 PM

Top: Mr Masao Nakamura, Director-SOQI Inc., Japan

GABRIEL INDIA LIMITED 5

Gabriel 1-FINAL.p65 5 8/5/2006, 1:57 PM

TOP: Mr Masao Oono, GM-Operations Planning Dept,

6 ANNUAL REPORT 2006

Gabriel 1-FINAL.p65 6 8/5/2006, 1:57 PM

TOP: Mr S Sengupta, GM-Commercial Vehicles,

GABRIEL INDIA LIMITED 7

Gabriel 1-FINAL.p65 7 8/5/2006, 1:57 PM

BOTTOM LEFT: Team from Yamaha Motors, Japan and

8 ANNUAL REPORT 2006

Gabriel 1-FINAL.p65 8 8/5/2006, 1:57 PM

Gabriel’s customer centric approach

TOP: Gabriel’s announcement of sponsoring a team at

GABRIEL INDIA LIMITED 9

Gabriel 1-FINAL.p65 9 8/5/2006, 1:57 PM

significant penetration of attractive

10 ANNUAL REPORT 2006

Gabriel 1-FINAL.p65 10 8/5/2006, 1:57 PM

TOP: Shareholders of Gabriel India being welcomed at

GABRIEL INDIA LIMITED 11

Gabriel 1-FINAL.p65 11 8/5/2006, 1:57 PM

The Foundation was among the first to

12 ANNUAL REPORT 2006

Gabriel 1-FINAL.p65 12 8/5/2006, 1:57 PM

Sales (Rs. million) Gross Profit (Rs. million)

GABRIEL INDIA LIMITED 13

Gabriel 1-FINAL.p65 13 8/5/2006, 1:57 PM

14 ANNUAL REPORT 2006

Gabriel 1-FINAL.p65 14 8/5/2006, 1:57 PM

B. PERQUISITES (including allowances)