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Directors Report of Jamna Auto Industries Ltd.

Mar 31, 2022

The Directors have pleasure in presenting the 56th Annual Report and Audited Financial Statements for the financial year ended on March 31, 2022.

Financial Results-An Overview

(Rs. in crore)

Standalone

Consolidated

Particulars

Year Ended

Year Ended

Year Ended

Year Ended

March 31,

March 31,

March 31,

March 31,

2022

2021

2022

2021

Net Sales

1649.04

1052.71

1717.88

1079.48

PBDIT

211.51

141.06

230.80

142.39

Finance cost

1.90

4.42

2.79

5.93

PBDT

209.61

136.64

228.01

136.46

Depreciation

35.08

33.99

36.73

35.58

PBT

174.53

102.65

191.27

100.88

Provision for current tax

46.74

28.68

53.19

31.45

Provision for deferred tax

(2.67)

(2.75)

(2.72)

(3.53)

PAT

130.46

76.72

140.80

72.96

Other Comprehensive Income

0.63

(0.46)

0.59

(0.37)

Total Comprehensive Income

131.09

76.26

141.40

72.60

Balance brought forward

334.30

268.00

325.59

262.95

Payment/Provision of dividend including tax

39.83

9.96

39.83

9.96

Retained earnings

425.55

334.30

427.15

325.59

Operational Review

During FY 2021-22, Company''s topline grew as consolidated sales rose to Rs.1,718 crore compared to Rs.1,079 crore in previous year. The consolidated PAT stood at Rs.141 crore as compared to Rs.73 crore in the previous year. The Company continued to maintain its business shares and healthy relations with its customers. The Company started executing its Lakshya 50XT declared in FY 202122. For details members please see Management Discussion and Analysis section. The Company plans to start manufacture of new products i.e. U-bolts, Spring Pin, Hanger Shackle and fabrication parts through expansion at existing plants or setting up new plants in the Company or subsidiaries. Mahindra & Mahindra Agriculture Implement Division has accorded us a contract to supply rotavator blades. The components are under development at Yamuna Nagar plant and supplies are expected to begin by January 2023.

The Company has three subsidiaries as on March 31, 2022 namely Jai Automotive Components Limited (JACO), Jai Suspension Systems Private Limited (JSSPL) and Jai Suspensions Limited (JSL). The proposed machined products unit of Company''s wholly owned subsidiary JACO at Rudrapur, Uttrakhand is ready and commercial

production shall begin by January 2023. JACO proposed unit at Indore for U-bolts, Spring Pin and Hanger Shackle is expected to start commercial production by January 2024. JACO also plans to set up a base to manufacture fabrication parts at Dera Bassi, Punjab for which land & building is procured on lease. JACO proposed unit at Dera Bassi is expected to start commercial production by July 2023.

During the year under review, work at proposed unit of another wholly owned subsidiary company JSL at Adityapur (Jharkhand) is started and commercial production is expected to commence by June 2024.

During the year under review, the Company launched new products in after market like Clutch, Bearing and Break Lining. These products have high potential in after market.

Credit Rating

Your Company enjoys a sound reputation for its prudent financial management and its ability to meet financial obligations. ICRA Limited (“ICRA”) has reviewed the credit rating of the Company and at present, the Company''s long term credit rating is [ICRA]AA-(pronounced ICRA double A minus) and short term rating as [ICRA] A1 (pronounced ICRA A one plus). The credit rating assigned to Commercial Paper (CP) reaffirmed at [ICRA] A1 (pronounced as ICRA A one plus). The outlook on Long Term Rating is stable.

Material Changes and Commitments

From March 31, 2022 to the date of this report, there have been no major changes and commitments affecting the Company''s financial position. There are no major orders issued by any authority to the Company which impact its going concern status and future operations.

Subsidiaries, Joint Ventures and Associate Companies

The Company has three subsidiaries, namely Jai Suspensions Limited (“Wholly-owned Subsidiary”), Jai Automotive Components Limited (“Wholly-owned Subsidiary”) and Jai Suspension Systems Private Limited. During the year under review, the Jai Suspension Systems LLP was converted into Jai Suspension Systems Private Limited w.e.f. May 28, 2021. The Company holds 99.9985% of the equity share capital of Jai Suspension Systems Private Limited.

The policy for determining material subsidiaries as approved by the Board is placed on the website of the company at www.jaispring. com.

The audited financial statements and related information of subsidiaries are available on the Company''s website. www.jaispring.com. Pursuant to Section 129(3) of the Companies Act, 2013, a statement in Form AOC-1 containing salient features of financial statements of the Company''s subsidiaries, forms part of the annual report. The statement describes the performance and financial position of each of the Company''s subsidiaries.

Dividend and Dividend Distribution Policy

The Company''s dividend distribution policy is to pay 33% of PAT as a dividend to the shareholders. Please refer to the website of the Company www.jaispring.com for the policy. During the year under review, the Company has launched a 5-year plan named “Lakshya 50 XT” for FY-26. One of the goals of the plan is to achieve a distribution of 50% of PAT as dividends or share buybacks or both by FY26.

An interim dividend of Rs 0.50 (Fifty Paisa) per share was paid during the FY2021-22. The Directors are pleased to recommend for your consideration a final dividend of Rs. 1 (One Rupee) per equity share of Rs.1 each. The payment of the final dividend is subject to the approval of the shareholders of the Company at the ensuing annual general meeting. After payment of the final dividend, the total dividend payment per share for FY 2021-22 will be Rs.1.50 (One Rupee Fifty paise) per share. The total dividend payout for FY 2021-22 will be 42.5% of the PAT, which is in accordance with the Company''s dividend policy and Lakshya 50XT.

Transfer to Reserves

During the year under review, no amount out of profits has been transferred to general reserve.

Deposits

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Directors and Key Managerial Personnel

The Board consists of 8 Directors including Independent, Executive and Non-executive Directors. The composition of the Board is in conformity with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

The founder and non-executive chairman of the Company, Mr. Bhupinder Singh Jauhar (DIN: 00944380), passed away on 31 July 2021 and ceased to be the Director of the Company. The Board of Directors at its meeting held on August 14, 2021 has appointed Mr. R. S. Jauhar, as Chairman of the Board of Directors. Ms. Taru Bahl Bahl, an independent director, has resigned from the Directorship on

April 13, 2022. The Board would like to thank for her contributions and support during her tenure as an independent director of the Company. The Board has appointed Ms. Rashmi Duggal as an Independent Director w.e.f. May 21, 2022.

Ms. Rashmi Duggal is Post Graduate in Economics and holds Diploma in Business Management and CAIIB. She is retired from State Bank of India in the year 2021 as General Manager. Ms. Duggal has worked in different capacities during her more than 3 decades of association with the Bank. She has vast experience in industrial finance, operations, and various administrative areas. Ms. Duggal is registered with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs. She is required to pass the online proficiency self-assessment test under the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year under review, Mr. Gautam Mukherjee was appointed as an Independent Director with effect from 31 May 2021. The appointment was regularized by the members at their 55th Annual General Meeting.

In compliance with the provisions of Section 152 of the Companies Act, 2013, read with the Articles of Association of the Company, Mr. P. S. Jauhar, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his reappointment.

The brief profile of Ms. Rashmi Duggal and Mr. P.S. Jauhar, who are proposed to be appointed/re-appointed, forms part of the notice of the 56th AGM. Pursuant to the requirements under Section 134 and Section 178 of the Companies Act, 2013, the policy on the appointment, nomination and remuneration of Directors, key Managerial Personnel and Senior Management is annexed as Annexure-1, which forms part of this report and also placed on Company''s website at www.jaispring.com.

During the year, there is no change in the Key Managerial Personnel of the Company.

Declaration by Independent Directors

In the opinion of the Board and as confirmed by them, the independent directors fulfill the conditions specified in section 149 of the Companies Act, 2013, the rules made thereunder and the SEBI Listing Regulations as to their status as an independent directors of the Company.

The Directors of the Company have also confirmed that they have complied with the Company''s code of conduct.

Committees of the Board

The Board of Directors of the Company constituted the following Committees to focus on specific areas and make informed decisions in the best interests of the Company within the law:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Compensation Committee

7. Borrowing Investment and Administrative Committee

The details of the composition of the said Committee(s), their terms of reference, meetings held and attendance of the Committee members thereat, during the financial year 2021-22 are provided in the Corporate Governance Report, which forms an integral part of this report. There was no instance where the Board did not accept the recommendation of the Audit Committee and Nomination and Remuneration Committee.

Performance Evaluation

Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the annual performance evaluation of the Board as a whole and Individual Directors was carried out during the year under review.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman & Non-Independent Directors was carried out by the Independent Directors at their meeting held on March 14, 2022.

The performance was evaluated on the basis of the various factors such as the Director''s participation, contribution, efficiencies, skills, decision making, independence, integrity, ethical conduct, discharge of responsibilities, etc.

Meetings of Board of Directors

During the year under review, four meetings of the Board of Directors of the Company were held on May 31, 2021, August 14, 2021, November 10, 2021 and February 04, 2022 respectively. The complete details about the Board''s strength, attendance and remuneration to directors are given under the Corporate Governance Report forming part of this report.

Directors’ Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirms that:

a) in preparation of the annual accounts for the FY 2021-22, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the directors had prepared the annual accounts on a going concern basis.

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

f) the directors had devised proper systems to ensure compliance of the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and their Reports

a) Statutory Auditors

The Company has appointed M/s S. R. Batliboi & Co; LLP Chartered Accountants as auditors of the Company to hold the office from the conclusion of the 52nd Annual General Meeting up to the conclusion of the 57th Annual General Meeting of the Company to be held in the year 2023. The report of the statutory auditors does not contain any qualification, reservation or adverse remarks and forms part of this Annual Report. The report reads with notes on accounts is self-explanatory and does not call for any further comments.

In relation to emphasis of matter as explained in Note 51 to the accounts, for one of its customer, the Company has obtained a bill discounting facility from the Company''s bank (wherein the bill discounting charges are borne by the customer), where the customer has a principle liability to pay to the bank. The obligation of the Company, to the bank may only arise in an unforeseen event of an occurrence of default by the customer. The customer is of very high standing and with an impeccable payment record and has no defaults till date. The Company accordingly saw no risk of any liability arising on this account and had accordingly shown bill discounting amount of INR 115 Crores as a contingent liability as at March 31, 2021. For the year ended on March 31, 2022, the Company has recognized the bill discounting amount of INR 178 Crores as a current liability, with a corresponding amount of INR 178 Crores as receivables from the same customer as at March 31, 2022.

b) Secretarial Audit

The Company has re-appointed M/s RSM & Co., Company Secretaries, as the Secretarial Auditor to conduct a secretarial audit of the Company for FY 2021-22. The report of the secretarial

auditors also does not contain any qualifications, reservations or adverse remarks. The secretarial audit report is self-explanatory and is attached as Annexure-2 of this Report.

c) Cost Auditor

M/s Jangira & Associates, Cost Accountants has been reappointed as cost auditors of the Company for the FY 202223. The approval for remuneration payable to the Cost Auditor is being sought from the members of the Company in the ensuing Annual General Meeting. The cost audit report for the FY 2021-22 would be filed with the Central Government within the prescribed time.

Change in Equity Shares and ESOP

In FY 2021-22, 159,000 equity shares of Rs. 1 each were allotted upon exercise of vested stock options under Company''s Employee Stock Option Scheme, 2017. Accordingly the share capital has increased from 398,463,885 equity shares of Rs. 1/- each to 398,622,885 equity shares of Rs. 1/- each.

The Disclosure with respect to Employees Stock Option Plan pursuant to SEBI (Share Based Employees Benefits) Regulations, 2014/ SEBI (Share Based Employee Benefits and Sweat Equity) Regulation, 2021 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is annexed as Annexure-3.

The Company has not issued any sweat equity shares or equity shares with differential voting rights hence there is no information required to be furnished in terms of provisions of Rule 4(4) and Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

Transfer of amount to Investor Education and Protection Fund

During the year under review, the amount of dividend entitlements that remained unclaimed for seven consecutive years or more and corresponding shares thereof were transferred by the Company to Investor Education and Protection Fund (IEPF). The details of dividends and shares which were transferred to IEPF during the year and the future due dates for the transfer of unclaimed and unpaid dividends to the IEPF have been provided under the Corporate Governance section at Annexure-5. A detailed list of shareholders whose dividend or shares has been transferred to IEPF is also available at the website of the Company at www.jaispring.com.

Business Responsibility Report

Business Responsibility Report in terms of the provisions of Regulation 34 of SEBI Listing Regulations forms an integral part of

this Report and is annexed as Annexure-4.

Management Discussion & Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

Corporate Governance

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate report on Corporate Governance along with a certificate from the Statutory Auditors on its compliance forms an integral part of this Report and is annexed as Annexure-5.

The Auditor''s certificate on Corporate Governance Report of the Company does not contain any qualification or adverse remark.

Web Link of Annual Return

The annual return of the Company under the Companies Act, 2013 is placed on the Company''s website at www.jaispring.com

Particulars of Employees

The disclosures required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given at Annexure-6 and form an integral part of this Report.

As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the Registered Office during working hours up to the date of the ensuing Annual General Meeting.

Corporate Social Responsibility (CSR)

In its annual action plan approved by the Corporate Social Responsibility Committee, the Company focuses its corporate social responsibility on promoting healthcare, including preventive healthcare and community service, promoting education, environmental protection, promoting sports and community outreach. Our corporate social responsibility initiative has reached in Haryana (Yamuna Nagar, Gurugram & Kurukshetra), Uttarakhand

(Pant Nagar), Jharkhand (Jamshedpur), Maharashtra (Pune), Uttar Pradesh (Lucknow), Madhya Pradesh (Malanpur), Tamil Nadu (Chennai, Pillaipakkam, Hosur), Punjab (Kapurthala), Delhi, Andaman and Nicobar Islands and Lakshwadeep.

The annual report on corporate social responsibility activities is attached in the specified format as Annexure-7 and forms part of this Report. The company''s CSR Policy is available on its website at www.jaispring.com.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments covered by the provisions of Section 186 of the Companies Act, 2013 are set out in the notes to the Financial Statements.

Energy Conservation, Technology Absorption & Foreign Exchange

The particulars set out in Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 form an integral part of this Report and are attached as Annexure-8.

Risk Management Policy

Risk management refers to identifying and analyzing risks and taking timely action to mitigate or reduce such risks. Company has established risk management frameworks to identify, assess, mitigate or reduce business risks. One of the major objectives of the Company''s 5 year plan namely “Lakshya 50XT” is to de-risk the Company from the market, operational and other risks.

The Board of Directors of the Company has formed a Risk Management Committee. The committee has established a risk management policy for the company. The policy is available on the Company''s website at www.jaispring.com. The committee assesses risks and recommends actions to control, minimize and mitigate them. The Board of Directors keeps abreast of the company''s risk management situation.

Internal Financial Control

The Company has established and maintained appropriate systems of internal controls to ensure authorized access and use of all assets, correct financial recording of transactions to ensure the reliability of financial statements. These internal controls are supplemented by internal audits, management reviews and documented policies,

procedures & guidelines. M/s Protiviti Risk & Business Consulting is the internal auditors of the Company.

There were no adverse remarks or qualifications on accounts of the Company from the Internal Auditor.

Vigil Mechanism / Whistle Blower

The Board of Directors of the Company has adopted a Vigil Mechanism Policy. This mechanism provides a tool in the hands of employees and Directors to report to the Management, concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy, leakage of unpublished price sensitive information etc. The mechanism provides for adequate safeguards against victimization of employees and Directors, who avails the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistleblower Policy is available at the website of the Company at www.jaispring.com. There was no complaint received under Whistle Blower Policy during the year under review.

Related-Party Transactions

All related party transactions are entered on an arm''s length basis, in the ordinary course of business in accordance with Company''s policy on Related Party Transaction. Company''s policy on Related Party Transactions is available at the Company''s website at www.jaispring.com. Pursuant to regulation 23(4) of SEBI Listing Regulations read with SEBI circulars no. SEBI/HO/CFD/CMDI/ CIR/P/2022/40 dated 30 March, 2022 and circular no. SEBI/HO/ CFD/CMDI/CIR/P/2022/47 dated 8 April, 2022 on related party transactions, the approval of the shareholders is being sought for entering into transactions with Jai Suspension Systems Private Limited, a subsidiary of the Company. Details of the material contracts or arrangements entered into by the Company with related parties in FY2021-22 are set out in AOC-2 form in Annexure 9 to this Report. The details of the transactions with the Related Party are provided in the Company''s financial statements in accordance with the applicable Accounting Standards. All related party transactions are referred to the Audit Committee and the Board of Directors for approval. Omnibus approval of Audit Committee and Board is obtained for foreseeable and recurring transactions. Report of all related party transactions are submitted to the Audit Committee and the Board of Directors on a quarterly basis.


IPR

During the year under review, the Company got registration of its Trademark “JAI" in USA and obtained copyrights for 30 new designs of leaf springs and parabolic springs. Trademark “JAI" is now registered in 15 countries across the world. The Company currently holds the copyrights to approximately 120 leaf and parabolic springs'' designs and a patent for “Air Suspension System."

Disclosure for Compliance with Secretarial Standards

The Company is in compliance with the Secretarial Standard-1 (Meetings of Board of Directors) and Secretarial Standard-2 (General Meetings) issued by the Institute of Company Secretaries of India.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has constituted a committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints under the Act were received. The Company''s Sexual Harassment Policy is available on its website at www.jaispring.com.

Details in respect of fraud reported by auditors under section 143(12) other than those which are reportable to the central government

No fraud has been reported by auditors under section 143(12) of the Companies Act, 2013 other than those which are reportable to the central government during the financial year 2021-22.

Appreciation

The Board of directors expresses its heartfelt thanks and appreciation to employees at all levels for their hard work, solidarity, cooperation and dedication over the past year. The Board expresses its gratitude to customers, shareholders, suppliers, bankers, business partners, regulators and government agencies for their continued support.

For and on behalf of the Board of Directors

Place: New Delhi Randeep Singh Jauhar

Date: May 21, 2022 Chairman & Executive Director


Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 52nd Annual Report and Audited Financial Statements for the financial year ended March 31, 2018.

Financial Results-An Overview

(Rs. in crore)

Particulars

Standalone

Consolidated

Year Ended March 31, 2018

Year Ended March 31, 2017

Year Ended March 31, 2018

Year Ended March 31, 2017

Gross Sales

1630.85

1223.87

1757.32

1409.63

Net Sales

1608.55

1081.54

1738.13

1292.44

PBIDT

229.71

188.16

245.69

205.25

Finance cost

15.31

10.76

18.22

12.24

PBDT /Cash Profit

214.40

177.39

227.46

193.01

Depreciation

39.41

46.39

41.37

47.73

PBT

174.99

131.00

186.09

145.28

Provision for current tax

54.00

33.63

63.66

48.24

MAT

-

-

Provision for deferred tax

(4.36)

(6.67)

(2.88)

(7.92)

PAT

125.34

104.05

125.31

104.96

Other Comprehensive Income

(0.49)

(0.42)

(0.58)

(0.45)

Total Comprehensive Income

124.85

103.63

124.72

104.51

Balance brought forward

81.47

18.57

78.97

15.18

Payment/ Provision of dividend including tax

33.56

40.73

33.56

40.73

Retained earnings

172.77

81.47

170.14

78.97

Performance

Year 2017-18 turned out to be a good year for the domestic Commercial Vehicle (CV) segment. In the beginning of the FY 2018, the CV segment saw initial hiccups when the market was transiting to BS IV emission norms. From the beginning of second quarter of the FY 2018, the CV segment led by truck segment has been on a recovery phase aided by higher demand post GST implementation, stricter implementation of overloading norms. Overall CV segment grew at around 16% YoY.

The Company’s topline observed a growth as consolidated revenue rose to Rs. 1,740 crore compared to Rs. 1,292 crore in previous year. The consolidated PBT stood at Rs. 186 crore as compared to Rs. 145 crore in the previous year. In OE segment the Company continues to be a market leader in the multi-leaf springs and parabolic springs with 72% OEM market shares in India. Company’s lift axles have continue to get a good response from customers. The Company also palns to come out with new products i.e. Stablizer Bar, U-Bolt and Trailer Suspension in near future.

The after market segment is a core area of focus for the Company specially post implementation of GST. The Company expands its distribution network in India and abroad and adopted new branding and marketing strategies. The Company has launched the “JAI Vistar” initiative with loyalty programs for mechanics - “Jai Ho” scheme, retailers - “Jai Sarathi” scheme and distributors - “Jai Rising Star” scheme. Currently more than 10,000 mechanics and their families are being benefitted by the “Jai Ho” scheme. The Company has a very strong PAN India after-market network comprising of 11 depots, 300 distributors and 6,000 retailers, supplying 5,000 parts and catering to 10,000 mechanics. In order to promote the ease of doing business, supply chain system has been integrated with a state-of-the-art ERP system.

The Company serves its customers from its plants situated all across India. During the year under review, Yamuna Nagar and Malanpur Plants have been awarded the esteemed TPM Excellence Category ‘A’ award. Company’s focus to adopt best quality and service practices in manufacturing process to deliver quality products. The Company plans to continue to expand its manufacturing footprints by setting up further two plants one at Pithampur near Indore, Madhya Pradesh and other at Adityapur near Jamshedpur, Jharkhand.

During the year under review, The ICRA has maintained Company’s long term rating at AA- and short term rating at A1 with positive outlook. The rating of A1 has been assigned to the commercial papers issued by the Company.

The Company has moved a step closer to achieve the internal target in terms of ‘Project Lakshya’. A detailed discussion on the operations and performance for the year is given in the Management Discussion and Analysis (MDA) section in the annual report. For details, members are requested to please see MDA section.

There has been no change in the nature of business of the Company during the year under review. During the period under review and till the date of last reporting no such material changes/commitments have taken place as to affect the financial position of the Company.

Dividend

An interim dividend of Rs.0.30 per equity share of Rs.1/- each was declared and paid during the FY 2017-18. In addition, the Directors are pleased to recommend for your consideration a final dividend of Rs 0.55/- per equity share of Rs.1/- each. Payment of final dividend will be made subject to approval of the members of the Company at the ensuing Annual General Meeting. With the payment of final dividend, the total dividend payment for the FY 2017-18 would be Rs 0.85 per equity share of Rs.1 each.

Transfer to Reserves

The Company has not transferred any amount to the General Reserves for the FY ended March 31, 2018.

Fixed Deposit

During the year under review, your Company has not invited or accepted/renewed any fixed deposits from public under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Energy Conservation, Technology Absorption & Foreign Exchange

In accordance with the requirements of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)Rules, 2014, a statement showing particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is annexed hereto as Annexure-1 and form an integral part of this report.

Risk Management Policy

One of the major aim of the project Lakshya is to de-risk the Company from market, operational and other risks. The Company has established a three layer framework for risk identification, evaluation, control, minimization and control. The Company also has a risk management policy in place. Risk management policy of the Company is available at the website of the Company at www.jaispring.com.

Vigil Mechanism / Whistle Blower

The Company has implemented whistleblower policy to deal with any fraud, irregularity or mismanagement in the Company. The policy enables any employee or director to directly communicate to the Chairman of the Audit Committee to report any fraud, irregularity or mismanagement in the Company. The policy ensures strict confidentiality while dealing with concerns and also that no discrimination or victimization is meted out to any whistleblower. The policy is also hosted on the website of the Company at www.jaispring.com.

Corporate Social Responsibility (CSR)

Diligently discharging its social responsibility is a part of Company’s core strategy. As a responsible organization focused on inclusive growth, the Company emphasizes on environment conservation and sustainability, promotion of education, promotion of sports and community outreach as per the CSR Policy of the Company. In recognition to our contribution to CSR, World CSR Day & World Sustainability Forum awarded the Company as one among the “100 most impactful CSR leaders” of the year in their global listing. The Company is also a receipent of “Social Footprints - National CSR Awards & Summit 2018 for Excellent Value Added to the local Community” conferred by CMAI & CIM Global in Vigyan Bhawan, Delhi.

The details about the CSR policy and initiatives taken by the Company on CSR during the year are available at the website of the Company at www.jaispring.com. The Annual Report on CSR activities undertaken by the Company during the year under review is annexed hereto as Annexure-2 and form an integral part of this report.

Directors and Key Managerial Personnel

Total strength of the Board of Directors is 9 consisting of 5 Independent Directors, 3 Executive Directors and 1 NonExecutive Director. The Composition of the Board is in conformity with the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. B. S. Jauhar, non-executive director is the Chairman of the Board of Directors of the Company. Mr. R. S. Jauhar is the Executive Vice-Chairman and Mr. P.S. Jauhar is the Managing Director & CEO. During the year under review, Mr. H.S. Gujral, an Executive Director resigned from the Board of Directors with effect from February 13, 2018. Mr. S.P.S. Kohli has been inducted as an Executive Director on the Board with effect from February 13, 2018. By virtue of cessation of Mr. H.S. Gujral and induction of Mr. S.P.S. Kohli as Executive Director, the total strength of Board remains same. All the executive directors are appointed by the Board for a fixed term, normally, of three years on recommendation of the Nomination & Remuneration Committee of the Board subject to approval by members of the Company.

Mr. S.P.S. Kohli has been initially inducted as an Additional Director on the Board. The approval of members of the Company is being sought for his appointment as Whole Time Director designated as an Executive Director on the Board of Directors of the Company. The resolution for appointment of Mr. S.P.S. Kohli and payment of remuneration to him shall be placed before the members for their approval at the ensuing Annual General Meeting of the Company. His appointment is appropriate and in the best interest of the Company.

Mr. J. K. Jain, Mr. U. K. Singhal, Mr. Shashi Bhushan Bansal, Mr. Rakesh Kalra and Ms. Payal Chawla are the 5 independent directors on the Board of Directors of the Company. All the independent directors are appointed for a period of five years and are not liable to retire by rotation.

The executive directors are paid monthly remuneration and commission on the profits of the Company as per the terms of their appointment. Non-executive directors are paid sitting fee for attending meetings of the Board and Committee thereof. The Nomination & Remuneration Committee reviews and makes recommendations of the appointment and remuneration of the executive directors. The Policy relating to remuneration of Directors forms an integral part of this report and is attached as Annexure-3. The policy is also available on the website of the Company at www.jaispring.com.

The Nomination & Remuneration Committee and the Board of Directors have recommended the re-appointment of Mr. P. S. Jauhar as Managing Director & CEO of the Company for a further period of 3 years with effect from August 01, 2018 to July 31, 2021.The resolution for re-appointment of Mr. P. S. Jauhar and payment of remuneration to him shall be placed before the members for their approval at the ensuing Annual General Meeting of the Company. His re-appointment is appropriate and in the best interest of the Company.

During the year under review, four meetings of the Board of Directors of the Company were held on May 20, 2017, August 12, 2017, November 11, 2017 and February 13, 2018 respectively. The complete details about the Board’s strength, attendance and remuneration of directors is given under Corporate Governance Report which forms an integral part of this Annual Report.

The Company has received declaration from all the independent directors stating that they continue to meet the criteria of independence laid down under Section 149(7) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Further, all the Directors have confirmed that they have complied with the Company’s code of conduct.

In compliance with the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. P S Jauhar, Director of the Company will retire at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. The Board recommends his re-appointment.

The brief profile of the Directors who are proposed to be appointed / re-appointed, are furnished in the notice of 52nd Annual General Meeting. The Board recommends appointment /re-appointments of above said directors.

Related-Party Transactions

Related party transactions entered into by the Company during the year under review were in the ordinary course of business at arm’s length pricing basis in accordance with Company’s policy on Related Party Transactions. The policy is also available on the website of the Company at www.jaispring.com. Prior approval of the Audit Committee, Board of Directors and the members of the Company as the case may be is also taken for related party transactions. Details of the transactions with related parties entered into by the Company are also periodically placed before the Audit Committee and the Board of Directors. Form AOC-2 for disclosure of particulars of contracts/ arrangements entered into by the Company with related parties referred to in Section 188 of the Companies Act, 2013 is annexed hereto as Annexure-4 and forms an integral part of this report.

Extract of Annual Return

The extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-5 and form an integral part of this report.

Human Resource

At JAI, it’s about the people behind the scenes. We have worked hard to create a dedicated team having long term commitment to deliver results. Your Company continues to enjoy cordial relationships with the employees and work force across all units and establishments.

Equity shares

During the year under review, the Company’s equity shares of face value of Rs.5 each splitted into equity share of face value of Rs.1 each with effect from October 06, 2017. The Equity Shares of your Company continue to be listed at National Stock Exchange of India Limited and Bombay Stock Exchange Limited. The Company has paid the Listing Fees for FY 2018-19 to the Stock Exchanges.

The Company has not issued any sweat equity shares or equity shares with differential voting rights hence there are no information required to be furnished in terms of provisions of Rule 4(4) and Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

In compliance with the provisions of Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and SEBI (Share Based Employee Benefits) Regulations, 2014, the particulars with regard to employs stock options as on March 31, 2018 are annexed as Annexure-6 and forms an integral part of this report.

IPR

During the year, Company has got registration of its trademarks “JAI” and “ JPSL” in Russian Federation. Company has already got registration of its trademark “JPSL” in Republic of Bangladesh whereas trademark “JAI” is under process. Company is also under process of getting registration of its trademarks “JAI” & ”JPSL’ in Nepal. Company’s application for granting Indian Patent for Air Suspension is pending before the Indian Patent Authorities. Company is copyright holder of more than 75 designs of Leaf and Parabolic spring.

Corporate Governance

The Company lays strong emphasis on transparency, accountability and integrity in its plans, policies and procedures. The Company adheres to accomplish the timely compliances as may be required from time to time under the provisions of Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Company ensures the compliances of applicable Secretarial Standards from time to time.

Pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the report on corporate governance regarding compliance of conditions of corporate governance is set out at Annexure-7 as separate section and forms an integral part of this report. The certificate of the Statutory Auditors confirming compliance with the conditions of the SEBI Listing Regulations is also attached thereto. The certificate does not contain any qualification, reservation or adverse remarks.

Pursuant to Regulation 34 & Regulation 43A of SEBI (Listing Obligations & Disclosures Requirement) Regulations, 2015, the Company is covered in list of top 500 Companies as per the data of stock exchanges as on March 31, 2018, the Business Responsibility Report is applicable on the Company for the financial year ending on March 31, 2019.

Auditors and Auditors’ Report Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, the tenure of M/s S. R. Batliboi & Co; LLP Chartered Accountants as statutory auditors of the Company shall expire at the conclusion of the 52nd Annual General Meeting of the Company. M/s S. R. Batliboi & Co; LLP Chartered Accountants have expressed their willingness and eligibility to be re-appointed as statutory auditors of the Company. Board of Directors has recommended the re-appointment of M/s S. R. Batliboi & Co; LLP, Chartered Accountants as Statutory Auditors at the ensuing Annual General Meeting for a further period of 5 year subject to the approval of members of the Company. The resolution for approval of re-appointment is being sought in the 52nd Annual General Meeting.

The report of the statutory auditors read with notes on accounts are self-explanatory and do not call for any further comments.

The Auditors’ Report does not contain any qualification, reservation or adverse remarks.

Secretarial Auditors

M/s K J & Associates, Company Secretaries who were appointed to conduct Secretarial Audit for the financial year ended March 31, 2018 have submitted their secretarial audit report. The report does not contain any qualification, reservation or adverse remarks. The report of the Secretarial Auditors for the FY ended March 31, 2018 is annexed as Annexure-8 and forms an integral part of this report.

In compliance with the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has re-appointed M/s K J & Associates, Company Secretaries to conduct Secretarial Audit for the financial year ending March 31, 2019.

Cost Auditors

M/s Jangira & Associates, Cost Accountants are proposed to be re-appointed as cost auditors of the Company for the FY 2018-19 pursuant to the requirements of Section 148 of the Companies Act, 2013. The cost audit report of the FY 201718 would be filed with the Central Government within the prescribed time. The remuneration payable to the Cost Auditor is being sought for approval by the members of the Company in the ensuing Annual General Meeting.

Subsidiary

The Company has a wholly owned subsidiary namely Jai Suspensions Limited. During the year under review, the subsidiary company has not started its business activity. The Company is also a majority partner in Jai Suspension Systems LLP.

Pursuant to the provisions of Section 136 of the Companies Act, 2013 read with applicable rules made thereunder, the consolidated financial statements of the Company forms part of the Annual Report. A statement containing the salient features of the financial statement of the subsidiary in the Form AOC-1 is attached with the financial statements of the Company.

Management Discussion & Analysis

Management Discussion & Analysis Report is set out as separate section of the Annual Report.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Material Changes and Commitment

There were no material changes and commitments affecting the financial position of the Company between the end of FY 2017-18 i.e. March 31, 2018 and the date of this Report. There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-9 and forms an integral part of this report.

As per the provisions of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the Registered Office during working hours up to the date of ensuing Annual General Meeting.

Internal Financial Control

In accordance with the provisions of Section 134(5) (e) of the Companies Act, 2013, your Company has duly adopted policies and procedures to ensure orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company recognizes its responsibility to provide a safe working environment for women, free from sexual harassment and discrimination. In line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted a Sexual Harassment Committees at plants and other locations for prevention and redressal of complaints of sexual harassment and for the matters connected therewith. There were no cases/complaints pertaining to the sexual harassment reported to the Committee during the period under review.

Transfer of amount to Investor Education and Protection Fund

During the Financial Year 2017-18, the unclaimed interim dividend of financial year 2010-11 was due and transferred to Investor Education and Protection fund in accordance with the provisions of Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”). The Company has uploaded the details of unpaid and unclaimed dividends lying with the Company for subsequent years on the web site of the Company at www.jaispring.com.

As per the requirements of IEPF Rules, the securities on which dividend remains unclaimed for consecutive seven years were liable to transfer to demat account of IEPF Authority. In complying with the requirements, the equity shares on which dividend remains unclaimed for consecutive seven years has been transferred to IEPF Authority. The detailed list of shareholders whose shares has been transferred to IEPF has been hosted on the website of the Company at www.jaispring. com.

Directors’ Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in preparation of the annual accounts of financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the directors had prepared the annual accounts on a going concern basis.

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

f) the directors had devised proper systems to ensure compliance of the provisions of all applicable laws and that such systems were adequate and operating effectively.

Appreciation

The Directors place on record their appreciation for assistance and co-operation received from various ministries and department of Government of India and other State Governments, financial institutions, banks, shareholders, directors, executives, officers of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees at all locations.

For and on behalf of the Board of Directors

Place: New Delhi (B. S. Jauhar)

Date: May 22, 2018 Chairman


Mar 31, 2017

Dear Members,

The directors are pleased to present the 51st Annual Report on the business and operations of your Company for the Financial Year ended on March 31, 2017. This Report is being presented together with the Audited Financial Statements for the financial year ended on March 31, 2017.

Financial Results

Rs. in crore

Particulars

Standalone

Consolidated

Year Ended March 31, 2017

Year Ended March 31, 2016

Year Ended March 31, 2017

Year Ended March 31, 2016

Gross Sales

1223

1232

1415

1363

PBDIT

186

151

207

171

Finance cost

9

14

15

21

PBDT /Cash Profit

177

137

192

150

Depreciation & others

47

44

48

45

PBT

130

93

144

105

Provision for current tax

34

31

48

44

Provision for deferred tax

(7)

(10)

(9)

(11)

PAT

103

72

105

72

Balance brought forward

(8)

(54)

(11)

(57)

Payment/Provision of dividend including tax

15

26

15

26

Retained earnings

81

(8)

79

(11)

Performance

FY 2016-17 was an encouraging one for the Company despite the slower growth rate of the Commercial Vehicle (CV) industry at 4.3% and particularly the Medium and Heavy Commercial Vehicle (M&HCV) segment which grew at a moderate rate of 2.56%. The Company continued to maintain its leadership position in the conventional segment and further strengthened its position in non-conventional products. During the year under review, the Company''s top line witnessed a growth of 4% as consolidated revenue grew to Rs. 1,415 crore from Rs. 1,363 crore in the previous year. PAT stood at Rs. 105 crore compared to Rs. 72 crore in the previous year.

During the year under review, the integrated R&D Centre of the Company in Pune was operationalised. The R&D Centre has been approved by the Department of Scientific and Industrial Research, Government of India and can test suspension of components as well as suspension of a complete unit. During the year, a manufacturing unit for leaf & parabolic springs was set up in Lucknow by the subsidiary entity Jai Suspension Systems, LLP. The expansion at the Hosur unit has also been completed. With this, the Company and its subsidiary entity now have 9 strategically located manufacturing units.

Credit rating agency ICRA has maintained the long-term rating of the Company at AA- and short-term rating at A1 with stable outlook. The commercial paper (CP) issued by the Company has been assigned an A1 rating.

The Company has moved one step closer to achieving the internal target in terms of ‘Project Lakshya''. A detailed discussion on the operations and performance for the year is given in the Management Discussion and Analysis (MDA) section provided separately in the annual report. For details, members are requested to see the MDA section.

There has been no change in the nature of business of the Company during the year under review. During the period under review and till the date of last reporting no such material changes/commitments have taken place as to affect the financial position of the Company.

Dividend

An interim dividend of Rs. 1.50 per equity share of Rs. 5 each was declared and paid during FY 2016-17. In addition, the Directors are pleased to recommend for your consideration a final dividend of Rs. 2 per equity share of Rs. 5 each. The final dividend will be paid subject to the approval by the members of the Company at the ensuing Annual General Meeting. With the payment of the final dividend, the total dividend paid during FY 2016-17 would be Rs. 3.5 per equity share of Rs. 5 each.

Transfer to Reserves

The Company has not transferred any amount to the General Reserves for the Financial Year ended on March 31, 2017.

Fixed Deposit

During the year under review, your Company has not invited or accepted any fixed deposits from the public under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Energy Conservation, Technology Absorption & Foreign Exchange

In accordance with the requirements of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, a statement showing particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is annexed hereto as Annexure-1 and forms an integral part of this report.

Risk Management Policy

Risk identification, evaluation, control, minimization and mitigation forms an integral part of the Company''s plans and procedures. The Company has formulated a policy for risk management which aims to identify and evaluate risks and to take appropriate steps to control, minimize, manage and mitigate risks. The policy is available at the website of the Company, www.jaispring.com. As per Regulation 21(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement for a Risk Management Committee is not applicable to the Company.

Vigil Mechanism

As an avenue to raise genuine concerns about unethical behaviour, actual or suspected fraud, non-compliance/violation of any law, code or policy of the Company, a vigil mechanism has been prescribed. The vigil mechanism also provides safeguards for protection of whistle-blowers from reprisals or victimization, for whistle blowing in good faith. The vigil mechanism is available at the website of the Company — www.jaispring.com.

Corporate Social Responsibility (CSR)

As a responsible organization focused on achieving inclusive growth, the Company lays emphasis on environment conservation and sustainability, promotion of education, promotion of sports and community outreach as per the CSR Policy of the Company. The CSR Committee normally gives preference to the areas in the vicinity of the Company''s plants, offices and sites. The details about the CSR policy and the initiatives taken by the Company on CSR during the year are available on the website of the Company — www.jaispring. com. The Annual Report on CSR activities undertaken by the Company during the year under review is annexed hereto as Annexure-2 and forms an integral part of this report.

Directors and Key Managerial Personnel

The total strength of the Board of Directors is 9, consisting of 5 Independent Directors, 3 Executive Directors and 1 Non-executive Director. The composition of the Board is in conformity with Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, four meetings of the Board of Directors of the Company were held on May 20, 2016, August 4, 2016, November 9, 2016 and February 11, 2017, respectively. The details of the Board''s strength, attendance and remuneration paid to directors are given in the Corporate Governance Report which forms an integral part of this Annual Report.

Chairman of the Board, Mr. B. S. Jauhar is a non-executive Director on the Board of Directors of the Company. Mr. R. S. Jauhar, Vice Chairman & Executive Director, Mr. P. S. Jauhar, Managing Director & CEO and Mr. H. S. Gujral, Executive Director are the 3 executive directors on the Board of Directors of the Company. All the executive directors are appointed for a fixed term, normally, three years on the recommendation of the Nomination & Remuneration Committee of the Board subject to approval by members of the Company.

The executive directors are paid monthly remuneration and commission on the profits of the Company as per the terms of their appointment. Independent directors being non-executive directors are paid sitting fee for attending meetings of the Board and Committee thereof. The Nomination & Remuneration Committee reviews and makes recommendations regarding the appointment and remuneration of executive directors. The Policy relating to remuneration of Directors forms an integral part of this report and is attached as Annexure-3. The policy is also available on the website of the Company — www.jaispring. com.

The Nomination & Remuneration Committee and the Board of Directors has recommended the re-appointment of Mr. R. S. Jauhar as Vice Chairman & Executive Director of the Company for a period of 3 years with effect from January 1, 2017 to December 31, 2019. The resolution for re-appointment of Mr. R. S. Jauhar and payment of remuneration to him shall be placed before the members for their approval at the ensuing Annual General Meeting of the Company. His re-appointment is appropriate and in the best interest of the Company.

Mr. J. K. Jain, Mr. U. K. Singhal, Mr. Shashi Bhushan Bansal, Mr. Rakesh Kalra and Ms. Payal Chawla are the 5 independent directors on the Board of Directors of the Company. All the independent directors are appointed for a period of five years and are not liable to retire by rotation. During the year under review, Mr. C.K. Vohra, an Independent Director resigned from the Board of Directors of the Company citing personal reasons. The Board places on record its deep appreciation of the valuable services rendered by Mr. Vohra during his tenure as Director. The Company is not required to appoint another independent director in place of Mr. C. K. Vohra in view of the present combination of independent and non-independent directors on the Board.

The Company has received declaration from all the independent directors stating that they continue to meet the criteria of independence laid down under Section 149(7) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Further, all the Directors have confirmed that they have complied with the Company''s code of conduct.

In complying with the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. R. S. Jauhar, Director of the Company will retire at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. The Board recommends his re-appointment.

The brief profile of Mr. R. S. Jauhar is furnished in the notice of 51st Annual General Meeting.

During the year under review, Mr. Pankaj Gupta was appointed Chief Financial Officer of the Company.

Related-Party Transactions

Related-party transactions entered into by the Company were in the ordinary course of business and at arm''s length pricing basis in accordance with the Company''s policy on Related-Party Transactions. The policy is also available on the website of the Company — www.jaispring.com. Prior approval of the Audit Committee, Board of Directors and the members of the Company as the case may be is also taken for related-party transactions. Details of the transactions with related parties entered into by the Company are also periodically placed before the Audit Committee and the Board of Directors. Form AOC-2 for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Section 188 of the Companies Act, 2013 is annexed hereto as Annexure-4 and forms an integral part of this report.

Extract of Annual Return

The details forming part of the extract of the Annual Return in

Form MGT-9 is annexed herewith as Annexure-5 and form an integral part of this report.

Human Resource

Your Company continues to enjoy a cordial relationship with the employees and work force across all units and establishments.

Employee Stock Option Scheme

With the objective of motivating and retaining key talent in the organization and fostering ownership, the Company has issued stock options to its employees in accordance with Company''s Employee Stock Option Scheme 2006 and 2008. During the year under review, the Compensation Committee had allotted 2,04,814 shares upon exercise of stock options under ESOP Scheme 2008. In compliance with the provisions of Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and SEBI (Share Based Employee Benefits) Regulations, 2014, the particulars with regard to employee stock options as on March 31, 2017 are annexed as Annexure-6 and form an integral part of this report.

In order to issue fresh stock options in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the Board of Directors has also adopted a new ESOP Scheme 2017. The resolution for approval of the ESOP Scheme 2017 shall be placed before the members for their approval at the ensuing Annual General Meeting of the Company.

IPR

The Company has applied for registration of its trademarks overseas in the Russian Federation, Republic of Bangladesh and Nepal. The Company has got registered its trademark “JPSL” in the Republic of Bangladesh. The Patent Application of the Company for Indian Patent for Air Suspension is pending before the patent authorities. The Company has copyright of more than 70 designs of Leaf and Parabolic Springs in its name.

Corporate Governance

The Company lays strong emphasis on transparency, accountability and integrity in its plans, policies and procedures. Pursuant to the requirements of Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on corporate governance regarding compliance of conditions of corporate governance is set out in Annexure-7, as a separate section and forms an integral part of this report. The certificate of the Statutory Auditors confirming compliance with the conditions of the SEBI (Listing Obligation and Disclosure Requirements) is given in Annexure-7. The certificate does not contain any qualification, reservation or adverse remarks.

Auditors and Auditors’ Report

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and the rules framed there under, M/s S. R. Batliboi & Co, LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company in the 48th Annual General Meeting of the Company until the conclusion of the 52nd Annual General Meeting, subject to ratification of their appointment at every Annual General Meeting. The Board of Directors recommends the ratification of appointment of M/s S. R. Batliboi & Co, LLP, Chartered Accountants as Statutory Auditors at the ensuing Annual General Meeting.

The report of the statutory auditors read with notes on accounts are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

M/s K.J. & Associates, Company Secretaries was appointed to conduct Secretarial Audit for financial year ended March 31, 2017 and have submitted their secretarial audit report. The report does not contain any qualification, reservation or adverse remarks. The report of the Secretarial Auditors for financial year ended March 31, 2017 is annexed as Annexure-8 and forms an integral part of this report.

In compliance with the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has re-appointed M/s K.J. & Associates, Company Secretaries to conduct Secretarial Audit for the financial year ending March 31, 2018.

Cost Auditors

M/s Jangira & Associates, Cost Accountants are proposed to be appointed as cost auditors of the Company for financial year ending March 31, 2018 pursuant to the requirements of Section 148 of the Companies Act, 2013. The cost audit report for financial year ended March 31, 2017 would be filed with the Central Government within the prescribed time.

Subsidiary

During the year under review, the Company has incorporated a wholly owned subsidiary i.e. Jai Suspensions Limited. The subsidiary company has not started any business activity. The Company is also majority partner in Jai Suspension Systems LLP.

Pursuant to the provisions of Section 136 of the Companies Act, 2013 read with applicable rules framed there under, the consolidated financial statements of the Company form part of the Annual Report. A statement containing the salient features of the financial statement of our subsidiary in Form AOC-1 is attached with the financial statements of the Company.

Management Discussion & Analysis

Management Discussion & Analysis is set out as a separate section of the Annual Report.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Material Changes and Commitment

There were no material changes and commitments affecting the financial position of the Company between the end of FY 2016-17, i.e, Financial Year ended on March 31, 2017, and the date of the Report. No significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-9 and forms an integral part of this report.

As per the provisions of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to all members of the Company, excluding the information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the Registered Office during working hours up to the date of the Annual General Meeting.

Internal Financial Control

In accordance with the provisions of Section 134(5)(e) of the Companies Act, 2013, your Company has duly adopted policies and procedures to ensure orderly and efficient conduct of its business, including adherence to Company policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Listing of equity shares

The Equity Shares of your Company continue to be listed at the National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange Limited (BSE).

The Company has not issued any sweat equity shares or equity shares with differential voting rights. Hence, no information is required to be furnished in terms of provisions of Rule 4(4) and Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company recognizes its responsibility to provide a safe working environment for women, free from sexual harassment and discrimination. In line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted Sexual Harassment Committees at plants and other locations for prevention and redressal of complaints of sexual harassment and for matters connected therewith. No cases/complaints pertaining to sexual harassment were reported to the Committee during the period under review.

Transfer of amount to Investor Education and Protection Fund

During financial year ended on March 31, 2017, no unclaimed dividend was due for transfer to the Investor Education and Protection Fund. Pursuant to the provisions of the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed dividends lying with the Company on its website — www.jaispring.com.

Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In preparation of the financial statements, the applicable accounting standards have been followed, along with proper explanation relating to material departures.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Appreciation

The Directors place on record their appreciation for the assistance and co-operation received from various ministries and departments of the Government of India and other State Governments, financial institutions, banks, shareholders, directors, executives, and officers of the Company, among others. The management would also like to express great appreciation for the commitment and contribution of its employees at all locations.

For and on behalf of the Board of Directors

Place: New Delhi (B. S. Jauhar)

Date: May 20, 2017 Chairman


Mar 31, 2016

The Directors of your Company have pleasure in presenting 50th Annual Report, together with the audited accounts and performance
for the year ended March 31, 2016:

Financial Results

Rs. in crore

Particulars Standalone Consolidated

Year Year Year Year
ended ended ended ended
March March March March
31, 2016 31, 2015 31, 2016 31, 2015

Gross Sales 1,232.25 1098.75 1,363.45 1,185.29

PBIDT 152.02 85.99 165.95 96.50

Finance cost 13.65 16.88 14.73 18.02

PBDT /Cash Profit 138.37 69.11 151.22 78.48

Depreciation & others 43.88 29.29 45.23 31.10

PBT 94.49 39.82 105.99 47.38

Previous year
adjustment 1.01 - 1.01 -

Provision for
current tax 31.39 7.54 43.95 15.50

Provision for
deferred tax (10.23) 2.84 (10.47) 2.50

PAT 72.32 29.44 71.50 29.38

Balance brought
forward (53.62) (69.58) (56.19) (72.10)

Adjustment
of opening - (2.85) - (2.85)

depreciation as
per Companies Act

Profit available for 72.32 29.44 71.50 29.38

appropriation

Balance carried to (7.59) (53.62) (10.98) (56.19)

Balance Sheet

Performance

During FY 2015-16 the overall growth of the commercial vehicle industry was 12.2% as against de-growth of 1.3% in the previous
year. The M&HCV segment grew by 28.2% in FY2015-16 compared to the 17.4% growth last year. The Company maintained its leadership
position in the conventional segment and successfully strengthened its position in non- conventional product. During the year
under review the Company achieved consolidated revenue of Rs. 1256 crore as against Rs. 1,095 crore in last year. The
consolidated EBITDA was Rs. 165 crore compared to Rs. 95 crore in the previous year. The Company achieved consolidated PAT of
Rs.72 crore as against Rs. 29 crore in the previous year.

Improvement in internal efficiency and productivity, coupled with the industry up-cycle, has taken the Company closer to achieve
the internal target in terms of ''Project Lakshya'' discussed in the Management Discussion & Analysis (MDA) section. For details
members are requested to please see MDA section. During the year, the Company has set up manufacturing units for air suspension &
lift axles in Pune and Pillaipakkam near Chennai. The Company is also setting up an integrated R&D Centre in Pune.

Continuous improvement in the Company''s performance is also reflected in higher rating from ICRA, the leading credit rating
agency. ICRA upgraded the Company''s long term rating from A to AA- and its short term rating improved from A1 to A1 .

In order to improve liquidity of the Company''s equity shares in stock markets with higher footing stock in absolute numbers, each
Equity Share of face value of Rs. 10 each was sub-divided (stock split) into 2 Equity Shares of face value of Rs. 5 each.

During the period under review and till the date of last reporting no such material changes/ commitments have taken place as to
affect the financial position of the Company.

Dividend

Your directors recommend final dividend of Rs. 2.75 per Equity Share. Payment of dividend is subject to approval of the members
of the Company at the ensuing Annual General Meeting.

Fixed Deposit

During the period under review, the Company did not accept any deposits from the public in terms of Section 73 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Energy Conservation, Technology Absorption & Foreign exchange

The particulars as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts)
Rules, 2014 form an integral part of this report and attached as Annexure – A.

Risk Management Policy

The risk management policy of the Company aims to identify and evaluate risks and to take appropriate steps to control, minimize,
manage and mitigate such risks. The Company has established a three layer framework for risk identification, evaluation, control,
minimization and mitigation. The Company''s risk management policy is available at its website at www.jaispring.com. As per
Regulation 21(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement of Risk Management
Committee is applicable to top 100 listed companies only, as on March 31, 2016 this condition is not applicable to the Company.

Vigil Mechanism

The Board of Directors has established a vigil mechanism to report unethical behavior, actual or suspected fraud. The mechanism
also provides adequate safeguards against victimization of persons, who avail of the vigil mechanism. The code also provides to
the victimized person direct access to the Chairperson of the Audit Committee. The vigil mechanism is posted on the website of
the Company at www.jaispring.com.


Corporate Social Responsibility (CSR)

The Company focuses mainly on environment conservation and sustainability, promotion of education, promotion of sports and
community outreach under its CSR policy. The CSR activities are carried out in areas and locations as per recommendation of the
CSR Committee. The CSR Committee normally gives preference to the areas in the vicinity of the Company''s plants, offices and
sites. Annual report on CSR pursuant to Section 135 of the Companies Act, 2013 read with rule 9 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 form an integral part of this report and is attached as Annexure – B. The CSR policy
is placed on the website of the Company at www.jaispirng.com.

Board of Directors, their Appointment & Remuneration

The Board provides strategic direction to the Company. The total strength of Board of Directors is 10 consisting of Independent,
Executive and Non-executive Directors. The composition of the Board is in conformity with the Companies Act, 2013 and Regulation
17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During FY 2015-16 four meetings of Board of
Directors were held. The details of the Board, attendance of directors at Board Meetings and remuneration paid to them have been
mentioned in the Corporate Governance section which forms an integral part of this report.

During the year under review Dr. Pierre Jean Everett and Mr. Karthik Balachandran Athreya, Alternate Director to Dr Everaert,
have ceased to be the directors due to sale of stake by Clearwater Capital Partners (Cyprus) Ltd. in the Company. The Board
places on record its deep appreciation for the valuable services rendered by Dr. Pierre Jean Everaert and Mr. Karthik
Balachandran Athreya during their tenure as Directors.

In accordance with Section 152 and other applicable provisions of the Companies Act, 2013, Mr. B. S. Jauhar and Mr. H. S. Gujral
retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

All the Independent Directors have been appointed for a period of five years. The Independent Directors are not liable to retire
by rotation. During FY 2015-16 none of the Independent Director was re-appointed. All the Independent Directors have given
declarations as to their being not disqualified to be appointed as an independent director and independence pursuant to the
provisions of section 149 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

All the Executive Directors are appointed for a fixed term, normally, of three years on the recommendation of the Nomination &
Remuneration Committee of the Board subject to approval by members of the Company. The term of Office of the H.S. Gujral as
Executive Director shall come to an end on May 29, 2016. The Nomination and Remuneration Committee and the Board of Directors
have recommended re-appointment of Mr. H. S. Gujral as Executive Director for a further period of three years with effect from
May 30, 2016. The resolution for re- appointment of Mr. H. S. Gujral and payment of remuneration to him shall be placed before
the members for their approval at the coming Annual General Meeting of the Company. His re-appointment is appropriate and in the
best interest of the Company.

The Executive Directors are paid monthly remuneration as per the terms of their appointment. Non-Executive Directors are paid
sitting fee for attending meetings of the Board and Committee meetings of the Board. The Nomination & Remuneration Committee
reviews and makes recommendations of the remuneration of the Executive Directors. The Policy relating to Remuneration of
Directors forms an integral part of this report and is attached as Annexure – C. The same is also available on the website of the
Company at www.jaispring.com.

Related Party Transactions

The Company''s policy on dealing with Related Party Transactions and materiality of related party transactions is posted at the
website of the Company at www.jaispring.com. The transactions entered into by the Company with related parties were in the
ordinary course of business at arm''s length pricing basis. Approval of the Audit Committee, Board and Shareholders as the case
may be is also taken before entering into any Related Party Transaction. Members are also requested to refer to notes to
financial statements which set out related party disclosures. The form for disclosure of particulars of contracts/arrangements
entered into by the Company with related parties referred to in Section 188 of the Companies Act, 2013 forms an integral part of
this report and is attached as Annexure – D.

extract of Annual Return

Extract of annual return as prescribed under Section 134 (3) (a) of the Companies Act, 2013 read with Rule 12 of Companies
(Management and Administration) Rules, 2014 forms an integral part of this report and is attached as Annexure – E.

Human Resource

Relations with employees and associated workforce remained cordial throughout the year.

Employee Stock Option Scheme

During the year under review, the Compensation Committee had allotted 99,941 shares upon exercise of stock options. The
particulars with regard to the Employees Stock Options as on March 31, 2016 as required to be disclosed pursuant to the
provisions of the Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employees Benefits) Regulations,
2014 forms as integral part of this report and is attached as Annexure – F.

iPR

The Company has applied for registration of its trademark overseas in the Russian Federation, Republic of Bangladesh and Nepal.
The Patent Application of the Company for Indian Patent for Air Suspension is still pending before the patent authorities. The
Company holds copyright of more than 70 designs of Leaf and Parabolic Springs in its name.

Corporate Governance

The Company is in compliance with the requirements of Corporate Governance mentioned in SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Company has documented Insider Trading Code and Code of Conduct as part of internal
policies; the same are placed on the website of the Company at www.jaispring.com. A total four meetings of the Board of Directors
were held during the FY 2015-16. Corporate governance report of the Company along with certificate of compliance forms an
integral part of this report and is attached as Annexure – G.

Auditors

M/s S. R. Batliboi & Co; LLP Chartered Accountants are the Statutory Auditors and M/s Protiviti Risk & Business Consulting are
the internal auditor of the Company. Directors recommend the ratification of re-appointment of M/s S. R. Batliboi & Co; LLP,
Chartered Accountants as Statutory Auditors at the coming Annual General Meeting. The Audit Committee has also recommended the
ratification of re-appointment of the Statutory Auditors.

The report of the statutory auditors read with the notes on accounts being self-explanatory, needs no further clarification. No
qualification, reservation or adverse remark has been reported to the Board in the report.

Pursuant to Section 148 of the Companies Act, 2013, M/s Goyal Goyal & Associates, Cost Accountants and M/s Vijender Sharma & Co;
Cost Accountants are proposed to be re-appointed as Cost Auditors for the FY ended on March 31, 2017.

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, M/s K J & Associates, Company Secretaries are appointed as Secretarial Auditors for the FY ended on March
31, 2017. The Secretarial Audit Report for the FY ended on March 31, 2016 forms part of this report and is attached as Annexure –
H.

Subsidiary entity

The Company is a majority partner in Jai Suspension Systems LLP. As required, consolidated financial statements of the Company
and Jai Suspension Systems LLP for the FY 2015-16 are included in the Annual Report.

Court/Tribunal Orders

There was no instance of any significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and Company''s operations in future.

Management Discussion & Analysis

Management Discussion & Analysis which forms an integral part of this report provides a detailed analysis on the performance of
individual businesses and their outlook.

Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not granted any loan or guarantee to or made any investment in the parties
mentioned in Section 186 of the Companies Act, 2013.

Material Changes and Commitment

There were no material changes and commitments affecting the financial position of the Company between the end of FY 2015-16 i.e.
March 31, 2016 and the date of the Report.

Particulars of employees

The disclosures required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel), Rules, 2014 form an integral part of this report and is attached as Annexure – I.

As per the provisions of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to all the members
of the Company, excluding the information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3)
of Companies (Appointment and Remuneration of Managerial Personnel), 2014. Any member interested in obtaining such information
may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the
Registered Office during working hours up to the date of Annual General Meeting.

Directors'' Responsibility Statement

In pursuance of Section 134 (3) (c) of Companies Act, 2013, the Directors hereby confirm that:

(a) in preparation of the financial statements, the applicable accounting standards have been followed along with proper
explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year
and of the Profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

Appreciation

The Directors place on record their sincere appreciation to all stakeholders including shareholders, vendors, partners,
customers, bankers and financial institutions for their continued support. We also place on record our appreciation for the hard
work, harmony and contributions made by employees at all levels.

For a n d on b eh a lf of th e B oa rd

Place: New Delhi (B. S. Jauhar)

Date: May 20, 2016 Chairman


Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in presenting 49th Annual Report, together with the audited accounts and performance for the year ended March 31, 2015:

Financial Results

Rs. in crore

Particulars Standalone Consolidated

Year Year Year Year Ended Ended Ended Ended March March March March 31, 2015 31, 2014 31, 2015 31, 2014

Gross Sales 1,098.75 804.07 1,185.22 893.83

PBIDT 85.99 42.38 96.50 50.25

Finance cost 16.88 20.70 18.02 24.07

PBDT /Cash Profit 69.11 21.68 78.48 26.18

Depreciation & others 29.29 24.85 31.10 25.91

PBT 39.82 (3.17) 47.38 0.27

Previous year adjustment - (16.44) (16.44)

Provision for current tax 7.54 0.03 15.50 3.90

Provision for deferred tax 2.84 (1.05) 2.50 (1.04)

PAT 29.44 14.29 29.38 13.84

Balance brought forward (69.58) (78.87) (72.10) (80.94)

Adjustment of opening (2.85) - (2.85) depreciation as per Companies Act

Profit available for 29.44 14.29 29.38 13.84 appropriation

Balance carried to (53.62) (69.58) (56.19) (72.10) Balance Sheet

Performance

During the FY 2014-2015 the M&HCV segment appears to have gradually come out of recessionary trends with a growth of 17.40 per cent in sales. However, the LCV segment is still experiencing sluggish trends.

The Company being a major supplier to M&HCV segment is largely benefited by pick up in M&HCV segment. The Company has earned profit after tax of Rs. 29 crore during FY 2014-2015 as against Rs. 14 crore in FY 2013-2014.

During the year under review the Company has reduced its debt from Rs. 125 crore to Rs. 64 crore. This has not only reduced the fxed cost but also lowered breakeven level. The credit rating of the Company is improved three notches from LBBB- to A- (long term) and from A3 to A2 (short term). The credit rating is further improved in April 2015 to A (long term) and A1 (short term).

During the year under review the Company has got additional volumes on account of increase in its share of business with major customers. After achieving double digit growth in previous three years, After Market business has stabilized and remained fat during the year. Lift Axle business has shown promising growth as compared to previous year.

The Company is investing in expansion of Hosur Plant to build up capacities and capabilities to improve product quality and deliveries. This will help the Company to venture in new markets.

During the period under review and till the date of last reporting no such material changes/ commitments have taken place as to affect the financial position of the company.

IPR

Your Company is owner of copyright of more than 70 design of Leaf and Parabolic Springs. The Patent Application of the Company for Indian Patent for Air Suspension is pending before the patent authorities.

Human Resource

The relations with employees and associated workforce remained cordial throughout the year.

Dividend

Your Company proposed to pay accumulated dividend of Rs. 1,096,747 to IFCI Limited on 12.50% Optionally Convertible Cumulative Preference Shares. Your Directors also recommended final dividend of Rs. 2.20 per Equity Shares. Payment of dividend is subject to approval of the members of the Company at the ensuing Annual General Meeting.

Fixed Deposit

During the period under review, the Company did not accept any deposits from the public in terms of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Energy Conservation, Technology Absorption & Foreign Exchange

The particulars as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014 form an integral part of this report and attached as Annexure – A.

Risk Management Policy

In accordance with the provisions of the Companies Act, 2013 and Listing Agreement, the Company has constituted a Risk Management Committee for identification and mitigation of the risk. The Committee has formulated the Risk Management Policy which is duly placed at the company's website. The details about the Committee are elaborated in Corporate Governance section which forms an integral part of this report.

Vigil Mechanism

In terms of the requirements of Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors has established a vigil mechanism for employees to report genuine concerns about unethical behavior, actual or suspected fraud. The vigil mechanism is posted on the website of the Company. Vigil mechanism also provides adequate safeguards against victimization of employees and Directors who avail of the vigil mechanism.

Corporate Social Responsibility (CSR)

The CSR policy of the Company is placed on the website of the Company which is administered and reviewed by the CSR Committee. During the FY 2014-2015 the Company has undertaken projects in accordance with Schedule VII of the Companies Act, 2013. Annual report on CSR pursuant to Section 135 of the Companies Act, 2013 read with rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 form an integral part of this report and attached as Annexure – B

Board of Directors, their Appointment & Remuneration

The Board provides strategic direction to the Company. The total strength of Board of Directors of the Company is eleven Directors consisting of Independent, Executive and Non-executive Directors. The composition of the Board is in conformity with Companies Act, 2013 and Clause 49 of the listing agreement. During FY 2014-2015 four meetings of Board of Directors were held. The details of Board, attendance of Directors at Board Meetings and remuneration paid to them are elaborated in Corporate Governance section which forms an integral part of this report.

During the year under review Mr. V. Subramanian, Nominee Director of IFCI Limited ceased to the director due to repayment of loan of IFCI Limited. Seth Ashok Kumar, Independent Director has stepped down from the Board. The Board places on record its appreciation of the valuable services rendered by Mr. V. Subramanian and Seth Ashok Kumar during their tenure as Directors.

In accordance with Section 152 and other applicable provisions of the Companies Act, 2013, Mr. R. S. Jauhar and Mr. P. S. Jauhar retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

During FY 2014-2015 none of the Independent Director was re-appointed. Mr. Rakesh Kalra and Ms. Payal Chawla were appointed as Independent Directors with effect from February 3, 2015. Proposal for confirmation of appointment of Mr. Rakesh Kalra and Ms. Payal Chawla as Independent Directors for a period of fve consecutive years is being placed for consideration of members of the Company at the ensuing Annual General Meeting.

All the Independent Directors have given declarations as to their being not disqualified to be appointed as an independent director and independence pursuant to the provisions of Section 149 of Companies Act, 2013 and listing agreement.

All the Executive Directors are appointed for a fixed term, normally, of three years on the recommendation of the Nomination & Remuneration Committee by the Board subject to the approval by members of the Company. All the Independent Directors are appointed for a period of fve years. The Independent Directors are not liable to retire by rotation.

The Executive Directors are paid monthly remuneration as per terms of their appointment. Non-Executive Directors are paid sitting fee for attending meeting of the Board and Committee meetings of the Board. The Nomination & Remuneration Committee review and makes recommendation of the remuneration of Directors.

Annexure-C of this report relates to appointment nomination and remuneration of Directors. The same is also available at the website of the Company.

Related Party Transactions

All transactions made by the related parties were in the ordinary course of business at arm's length pricing basis. The Company has also formulated a policy on dealing with the Related Party Transactions and materiality of the related party transactions. The policy is also posted at the website of the Company. Approval of the Audit Committee, Board and Shareholders as the case may be is also taken to enter into any Related Party Transaction. Attention of members is also drawn to notes to financial statements which set out related party disclosures.

Form for disclosure of particulars of contracts/arrangements entered into by the Company with Related Parties referred to in Section 188 of the Companies Act, 2013 forms an integral part of this report and attached as Annexure – D.

Extract of Annual Return

Extract of annual return as prescribed under Section 134 (3) (a) of the Companies Act, 2013 read with rule 12 of Companies (Management and Administration) Rules, 2014 forms an integral part of this report and attached as Annexure – E.

Employee Stock Option Scheme

The particulars with regard to the Employees Stock Options as on March 31, 2015 as required to be disclosed pursuant to the provisions of the Companies (Share Capital and Debentures) Rules, 2014 and SEBI ESOP Guidelines 2014, forms as integral part of this report and attached as Annexure – F.

Corporate Governance

The Company is in compliance with requirements of Corporate Governance mentioned in Clause 49 of listing agreement. The Company has documented insider trading code and code of conduct as part of internal policies; the same are placed on the website of the Company.

Total four meetings of the Board of Directors were held during the FY 2014-2015. Corporate governance report of the Company along with certificate of compliance forms an integral part of this report and attached as Annexure – G.

Statutory Auditors

M/s S. R. Batliboi & Co; LLP, Chartered Accountants are the Statutory Auditors of the Company. Directors recommend the ratification of re-appointment of M/s S. R. Batliboi & Co; LLP, Chartered Accountants as Statutory Auditors at the ensuing Annual General Meeting. The Audit Committee has also recommended the ratification of re-appointment of the Statutory Auditors.

The report of the Statutory Auditors read with the notes on accounts being self-explanatory, needs no further clarification. No qualification, reservation or adverse remark has been reported in their report.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013, M/s Goyal Goyal & Associates, Cost Accountants and M/s Vijender Sharma & Co; Cost Accountants are proposed to be re-appointed as Cost Auditors for the FY ended on March 31, 2016.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s K.J. & Associates, Company Secretaries are appointed as Secretarial Auditors for the FY ended on March 31 , 2016.

The Secretarial Audit Report for the financial year ended on March 31, 2015 forms an integral part of this report and attached as Annexure – H.

Internal Auditors

M/s Protiviti Risk & Business Consulting is appointed as internal auditor of the company from April 1, 2015.

Subsidiary Entity

The Company is majority partner in Jai Suspension Systems LLP. As required, consolidated financial statements of the Company and Jai Suspension Systems LLP for the FY 2014-15 are included in the Annual Report.

Court/Tribunal Orders

There were no instances of any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Management Discussion & Analysis

Management Discussion & Analysis which forms an integral part of this Report provides a detailed analysis on the performance of business and outlook.

Particulars of Loans, Guarantees or Investments

During the year under review the Company has not granted any loan or guarantee to or made any investment in the parties mentioned in Section 186 of the Companies Act, 2013.

Material Changes and Commitment

There were no material changes and commitments affecting the financial position of the Company between the end of FY 2014-2015 i.e. March 31, 2015 and the date of the Report (May 19, 2015).

Particulars of Employees

The disclosures required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 form an integral part of this report and attached as Annexure – I

As per the provisions of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 197 (12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the Registered Office during working hours up to the date of Annual General Meeting.

Directors' Responsibility Statement

In pursuance of Section 134 (3) (c) of Companies Act, 2013, the Directors hereby confirms that:

(a) in preparation of the financial statements, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Appreciation

The Directors place on record their sincere appreciation to all stakeholders including shareholders, vendors, partners, customers, bankers and financial institutions for their continued support. We also place on record our appreciation for the hard work, harmony and contributions made by employees at all levels.

For and on behalf of the Board

Place: New Delhi (B. S. Jauhar)

Date: May 19, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors of the company are pleased to present its 48th Annual Report, together with the audited accounts and performance for the year ended 31 March 2014:

Financial Results

Rs. in crore

Particulars Standalone Consolidated Year Year Year Year Ended Ended Ended Ended 31 March 31 March 31 March 31 March 2014 2013 2014 2013

Gross Sales 805 942 894 1056

PBIDT 59 84 67 88

Finance Cost 21 22 24 27

PBDT/Cash Profit 38 62 43 61

Depreciation & others 25 28 26 29

PBT (After Exceptional 13 34 17 32 Items)

Previous year adjustment 1.1 0 1.1 0

Provision for current tax 0.03 - 4 0.09

Provision for Deferred tax -1 4 -1 4

PAT 14 29 14 28

Balance Brought forward -79 -95 -81 -96

Profit available for 14 29 14 28 appropriation

Balance carried to -70 -79 -72 -81 Balance Sheet

Performance

The domestic automobile industry has been witnessing one of the worst recessions in recent times. The automobile industry ended the year 2013-2014 on a decline. Amongst automobile industry segments, the Commercial Vehicle (CV) segment has been the worst affected. The current recession, which began in early 2012 in the Medium and Heavy Commercial Vehicle (M&HCV) segment, has since spread to the Light Commercial Vehicles (LCV) segment too. On YoY basis, the CV industry volumes declined by 20.23% in FY14 against FY13. The company was affected by the slowdown in the CV segment, with the M&HCV sub-segment showing the worst decline in sales and Profits. The M&HCV segment is crucial for the company''s growth.

Industrial output and infrastructure investment are the key factors that affect demand in the CV segment. The slowdown in core industries including cement and steel; and the decline in mining, infrastructure and exports has negatively impacted the CV segment. Poor demand, high discounts and inventory piling have hurt the industry bottom line significantly as have the additional capacities built up by Original Equipment Manufacturers (OEMs).

Against this backdrop of a depressed CV segment, the company achieved total consolidated sales of Rs 894 crore, cash Profit of Rs 43 crore and Profit after tax of Rs 14 crore during FY 2013- 2014 as compared to consolidated sales of Rs 1,056 crore, cash Profit of Rs 61 crore and consolidated Profit after tax of Rs 28 crore in the previous year.

In order to achieve this performance, the company focused its efforts on improving operational efficiencies and cost control, and on easing liquidity pressure. The company rationalized manpower, shut down the Lucknow plant, and sold investment in NHK Springs India Ltd at Profit. Measures adopted for operational efficiencies and cost control have reduced the breakeven level. With this improved financial management, the company was able to maintain robust liquidity even under pressure. During the year under review, the company reduced its short term debt liability by repaying Rs 57.7 crore. In view of the better working capital management and prudent measures undertaken for cost control, the company''s credit rating was duly raised from BB to BBB-.

The company is committed to its long-term plans of expanding the customer and market base, to change product mix by increasing After Market-India/Export share and to reduce the contribution of Tapered Leaf Springs to total revenue. However, on account of the current economic slowdown, some of these plans are likely to be delayed by another year.

With the formation of a stable government at the Centre, the company''s Directors are optimistic of a stable economy in the medium and long-term. The Directors expect the new government to take concrete measures towards development, employment generation and scaling-up the economy. The governments'' promised focus on infrastructure development, GST implementation, FDI, industrial and social reforms is expected to build up confdence in the economy and to create demand. Measures such as expenditure on infrastructure development, increased mining and GST implementation will spur CV demand and contribute to an early recovery.

Your company proposes to pay accumulated dividend of Rs 0.33 crore to IFCI Limited on 12.50% Optionally Convertible Cumulative Preference Shares.

Products

Your company continued its dominance in the market for Tapered and Parabolic Leaf Springs. The sale of your company''s new product, Lift Axles was low as demand for multi-axle vehicles remained weak owing to industry recession, low freight availability and weak sentiments of transporters. Your company has also tied up with Asia Motor Works Ltd for the supply of Lift Axles. Furthermore, your company is at an advanced stage of negotiations with major customers for the supply of Air Suspension.

Market

Jai Suspension Systems LLP, our subsidiary entity, manages our After Market-India/Export operations. Your company has opted to give special attention to its After Market-India/Export operations. Your company has established a wide network of dealers, depots and hubs to meet the After Market demand across the nation. The company is constantly expanding its network to penetrate the After Market-India/Export. During the year, your company closed down two depots and directed supplies to dealers/customers from the hubs. This enabled your company to execute the order more efficiently. Your company has grown in the After Market-India and Export segments by adding new domestic and export customers and markets. As a combined result, the After Market-India/Export sales grew by 21% during the year under review.

During the year your company also increased its share of business with TATA Motors Limited, the largest manufacturer of CVs in India. The increase in share is expected to bring additional volumes in FY 2014-2015 and subsequently.

Capital expenditure

During the year under review, the Company has incurred only need based capital expenditures to conserve cash. The Company has closed down Lucknow Plant as a cost control and rationalization measure.

IPR

Your Company is owner of copyright of more than 60 designs of Leaf and Parabolic Springs. The Company has fled 7 more applications for copyright during the year under review. The patent application of the Company for Indian patent for Air Suspension is pending before the patent authorities.

Dividend

Your directors propose to pay final dividend of Re.1 per equity share.

Human Resource

The relations with employees and associated workforce remained cordial throughout the year.

CSR

Section 135 of Companies Act, 2013 (effective 1 April, 2014) has given statutory strength to the concept of Corporate Social Responsibility. However, your Company was aware of its responsibility towards society much before applicability of Section 135. The Company has been fulfilling the aspiration of society within vicinity of its work units. This has resulted in a harmonious relationship between the Company and community.

Pursuant to the provision of Section 135, the Board of Directors has constituted CSR Committee comprising Mr. Shashi Bansal (Chairman), Mr. R. S. Jauhar and Mr. H. S. Gujral. The CSR

Committee is responsible for formulation and implementation of CSR policies of the Company.

Board Committees

To align with requirement of the Companies Act, 2013 and newly amended Clause 49 of the listing agreement, the Board of Directors has re-organised its committees. Existing Remuneration Committee is re-organised as Nomination & Remuneration Committee, Shareholder Grievance Committee is re-organised as Stakeholders Relationship Committee. Audit Committee has been re-organised to cover the requirement of Companies Act, 2013 and amended Clause 49.

Fixed Deposit

During the period under review, the company has not accepted any public deposits.

Energy, Technology Absorption & Foreign Exchange

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in the Report of the Board of Directors) Rules, 1988 form an integral part of this report.

Particulars of Employees

As per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the members of the company, excluding the information required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Any member interested in obtaining such information may write to the Company Secretary at the Registered office. The said information is also available for inspection at the Corporate office during working hours up to the date of Annual General Meeting.

Directors

Section 149, 150 and 152 of the Companies Act, 2013 (effective 1 April, 2014) provides for the appointment and term of office of independent directors. Independent director can be appointed for a term of up to five consecutive years and shall be eligible for re-appointment for further term upto five consecutive years by passing of a special resolution by the company. Any tenure of an independent director on the date of commencement of Companies Act, 2013 shall not be counted as a term under the Act. Section 149(13) states that provisions related to retirement of directors by rotation shall not be applicable to independent director.

All the independent directors of the Company were appointed as director liable to retire by rotation under the erstwhile Companies Act, 1956. Therefore to comply with the provisions of the Companies Act, 2013 related to independent director proposals for fresh appointment of all the independent directors i.e. Mr. J. K. Jain, Mr. C. K. Vohra, Mr. U. K. Singhal, Mr. Shashi Bansal and Seth Ashok Kumar are being placed for consideration of the members at the coming Annual General Meeting.

In accordance with Section 152 and other applicable provisions of the Companies Act, 2013, Mr. B. S. Jauhar and Mr. H. S. Gujral retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. In order to comply with the provisions of Section 152(6) of the Companies Act, 2013 related to retirement of directors by rotation, proposal to make office of Mr. P. S. Jauhar liable to be determined by retirement of directors by rotation is being placed for consideration of the members at the coming Annual General Meeting.

Board of Directors at their meeting held on 13 November 2013 re- appointed Mr. Randeep Singh Jauhar as CEO & Executive Director for a period of three years with effect from 1 January 2014 to 31 December, 2016. A proposal for re-appointment of Mr. R. S. Jauhar as CEO & Executive Director is being placed for the consideration of members at the coming Annual General Meeting.

Statutory Auditors

The Statutory Auditors have reported that some discrepancies were noted on physical verifcation of inventories. During the year, Company has carried out a detailed exercise to identify stock which in the opinion of management was not ft for producing quality products. Accordingly, such material was disposed off at net realizable value.

The Statutory Auditors have also drawn attention to note no. 44 of financial statement that remuneration has been paid to whole time directors in excess of permissible remuneration under the Companies Act, 1956. The Company is in the process of fling applications with Central Government for approval of payment of excess remuneration to two whole time directors. The directors have also confirmed to refund to Company excess remuneration in the event Central Government refuses to grant its approval.

The present Statutory Auditors i.e. M/s S. R. Batliboi & Co; LLP Chartered Accountants, has confirmed their eligibility and willingness to act as Statutory Auditors of the company, if re-appointed at the coming annual general meeting. Directors recommend the appointment of M/s S. R. Batliboi & Co; LLP, Chartered Accountants as Statutory Auditors at the coming Annual General Meeting.

The report of the statutory auditors read with the notes on accounts being self-explanatory, needs no further clarifcation.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013, M/s Goyal Goyal & Associates, Cost Accountants and M/s Vijender Sharma & Co., Cost Accountants are proposed to be re-appointed for the financial year ending on 31 March 2015.

Internal Auditors

M/s K. Khanna & Co., Chartered Accountants are the internal auditors of the company. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of transactions in value terms. Independence of audit and compliance is ensured by submitting the report of internal audit to the Audit Committee of the Board.

To ensure reliability of financial reporting and safeguarding of the assets internal control systems, accounting and procedural controls are established in the organization. The company endeavours to continuously strengthen such procedures and controls.

Subsidiary Entity

The Company is majority partner is Jai Suspension Systems LLP. As required, consolidated financial statements of the Company and Jai Suspension Systems LLP for the financial year 2013-14 are included in the Annual Report.

Corporate Governance

The Company is in compliance with requirements of corporate governance mentioned in Clause 49 of listing agreement. The Company has documented insider trading code and code of conduct as part of internal policies. Company''s corporate governance report along with certificate of compliance forms part of Annual Report.

Directors'' Responsibility Statement as required under Section 217(2AA) of the erstwhile Companies Act, 1956

Annual Accounts for the financial year ended 31 March 2014 have been prepared on a going concern basis. Annual Accounts are in conformity with requirements of Accounting Standards issued by the Institute of Chartered Accountants of India and no material departure from same has been made. In preparation of the annual accounts such accounting policies have been selected and consistently applied, judgments and estimates made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year 2013-2014 and of the Profit of the Company for that period. The Board of Directors has taken proper and suffcient care to maintain adequate accounting records in accordance with provisions of the Companies Act, 1956, to safeguard assets of the Company and to prevent & detect fraud and other irregularities.

Appreciation

The Directors place on record their sincere appreciation to all stakeholders including shareholders, vendors, partners, customers, bankers and financial institutions for their continued support. We also place on record our appreciation for the hard work, harmony and contributions made by employees at all levels.

For and on behalf of the Board

Place: New Delhi (B. S. Jauhar)

Date: May 29, 2014 Chairman


Mar 31, 2013

Dear Members,

The Directors of the Company are pleased to present the 47th Annual Report, together with the audited accounts and performance for the year ended 31 March 2013:

Financial Results:

(Rs. in crore)

Standalone Consolidated Year Ended Year Ended Year Ended Year Ended 31 March 31 March 31 March 31 March 2013 2012 2013 2012

Gross Sales 942 1,065 1,056 1,204

PBIDT 84 102 88 106

Finance cost 22 16 27 19

PBDT /Cash Profit 62 86 61 87

Depreciation & others 28 32 29 32

PBT 34 54 32 55

Previous year adjustment - 2 - 3.5

Provision for current tax - - 0.09 0.08

Provision for deferred tax 4 9 4 9

PAT 29 43 28 42

Balance brought forward (95) (113) (96) (113)

Proft available for 29 43 28 42 appropriation

Balance carried to (79) (95) (81) (96) Balance Sheet

Performance:

Weak macro factors and slowing industrial growth has adversely impacted the Commercial Vehicles (CV) industry in the year under review. Segment wise, Light Commercial Vehicles (LCV) segment has sustained growth momentum, whereas Medium & Heavy Commercial Vehicles (M&HCV) segment has shrunk. Your Company is a major player in CV industry having signifcant interest in M&HCV segment; accordingly it is also afected by the overall slowdown in the industry.

After witnessing a volume growth of 30% during FY 2009-10 and 2010-11, buoyancy in the domestic CV industry has been subdued since second half of 2011-12. LCV segment has made good start and sustained momentum of 14% growth. More models in this segment are expected to be introduced in the market in the medium term. M&HCV segment is worst afected by the slowdown, witnessing negative growth. Within the segment though demand for buses was not afected much due to STU orders, the drop in demand for trucks, trailers and multi axle vehicle was the sharpest. There was not much capacity expansion by the vehicle manufacturers in the CV segment.

The Company has signifcant interest in M&HCV segment of the CV industry and essentially depends upon the growth of M&HCV segment. In view of weak economic scenario and slowdown in CV industry, the Company has actively pursued plans to expand customer & market base, change in product mix to increase After Market India/Export share and reduce the share of tapered leaf springs to total revenue and has made progress in all these plans. As a result, the Company has achieved total consolidated sales of Rs.1,056 crore during FY 2012-2013 as compared to consolidated sales of Rs.1,204 crore in the previous year in spite of negative growth in the M&HCV segment. Total consolidated cash proft of Rs.61 crore and consolidated proft after tax of Rs.28 crore was earned during the FY 2012-2013 as against the consolidated cash proft of Rs.87 crore and proft after tax of Rs.42 crore in previous year. The loss of OEM sales owing to negative growth of M&HCV segment has been partially compensated by After Market India/Export growth and improved Share of Business in LCV segment.

Your Company is proposing to pay fnal dividend of Rs.2 per equity share and has also proposed to pay accumulated dividend of Rs.43,75,000 to IFCI Limited on 12.50% Optionally Convertible Cumulative Preference Shares.

Product:

During the year under review, the Company has launched lift axles and air-suspension products. The Company has started supply of lift axles to Ashok Leyland Limited and has been awarded by Silver Award for best in class performance in RAMP UP in development and producing lift axles. Jamshedpur plant of your Company has also received Certifcate of Excellence Award from Tata Motors Limited for supply of quality products and approach towards continual improvement in quality.

Your Company is at an advance stage of working with other major customers for supply of lift axles and has also started making supplies of air suspension to SML Isuzu Limited for low foor buses. We are happy to inform that as a part of strategy, the share of parabolic springs grew by 10% during the period under review.

Market:

As part of de-risking strategy, the Company is aiming to tap new markets. Our After Market operations are looked after by our subsidiary entity, Jai Suspension Systems LLP. Your Company is constantly adding dealers to penetrate the After Market. During the year under review three new hubs at Chennai, Nagpur and Jamshedpur were established in addition to existing hub at Pant Nagar. These hubs store entire range of the Company''s product to feed the dealers and depots across the country. This has improved the Company''s ability to reach customers across the nation. We are happy to inform that After Market sales grew by 44% during the year under review.

Locations:

The expansion at Malanpur (Madhya Pradesh) is complete. The expansion will enable the Company to diversify the sales mix, improve proftability and facilitate the growth in the After Market India/Export.

IPR:

Your Company is owner of copyright of more than 60 designs of Tapered Leaf and Parabolic Springs. The patent application for Indian patent for Air Suspension is pending before the patent authorities.

Dividend:

Directors are pleased to recommend a fnal dividend of Rs.2 on the equity shares of Rs.10 each out of the profts for the fnancial year ending 31 March 2013. The Company proposes to transfer Rs.2.91 crore to the General Reserves.

Human Resource:

Your Company made signifcant progress in people development and processes during the year under review.

SAP (HCM) implementation Phase I (Organizational Management, Personnel Administration, Payroll and Time Management) was completed successfully across the Company. The implementation makes integrated information available at any location pertaining to people and deliver through standard processes irrespective of location.

Internal development and attraction of high quality talent has been the prime focus during the year. High performing professionals with established background were appointed at senior leadership levels. Graduate Engineering Trainee scheme was launched at one manufacturing unit as a pilot. Fresh graduate engineers are under training in accordance with a year long structured internal training program.

Performance Management System was revamped to reward the performance culture and is being further upgraded.

Relations with employees and associated workforce remained cordial throughout the year.

Fixed Deposit:

During the period under review, the Company has not accepted any public deposits.

Energy, Technology Absorption & Foreign Exchange:

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in the Report of the Board of Directors) Rules, 1988, are set out in Annexure ''A'' and form an integral part of this report.

Particulars of Employees:

As per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended. Any member interested in obtaining such information may write to the Company Secretary at the Registered Ofce. The said information is also available for inspection at the Registered Ofce during working hours up to the date of Annual General Meeting.

Directors:

Mr. V. Subramanian was appointed as nominee director of IFCI Ltd. on the Board of Directors of the Company in place of Mr. D. K. Jain. The Board places on record its appreciation for the valuable contribution made by Mr. Jain during his tenure as director of the Company.

Mr. S. P. S. Kohli, President & Executive Director has resigned from the services of the Company. The Board places on record its appreciation for the valuable contribution made by Mr. Kohli during his tenure with the Company.

In accordance with the applicable provisions, Mr. J. K. Jain, Mr. Shashi Bansal and Seth Ashok Kumar retire by rotation at the ensuing Annual General Meeting and being eligible, ofer themselves for re-appointment.

Proposals for change in remuneration of Mr. R. S. Jauhar as CEO & Executive Director, reappointment of Mr. P. S. Jauhar as COO & Executive Director and appointment of Mr. H. S. Gujral as Executive Director are being placed for the consideration of members at the coming Annual General Meeting.

Statutory Auditors:

The Statutory Auditors have reported delay in repayment of dues to banks and fnancial institutions. These delays occurred mainly due to temporary liquidity problem. Further, steps have been taken to ensure repayment of dues on time and there has been no delay since January, 2013. In view of the timely repayments, ICRA has revised the ratings of the Company for Lines of Credit from ICRA D to ICRA BBB- (Stable) and Short term bank facilities from ICRA D to ICRA A3.

The auditors have also observed that the Company used short term funds of Rs.35.81 crore for long term investment. The Company has infused long term funds of Rs.25.50 crore by way of liquidation of investments during frst quarter of the current fnancial year to correct this gap. In addition, cash generation from operations during frst quarter of the current fnancial year is higher than capital expenditure and term loan repayments and the same has been deployed in working capital.

The Statutory Auditors have, in their report, mentioned about delays in deposit of statutory dues in few cases. We may mention here that these delays were due to oversight and purely unintentional. We are implementing corrective actions to ensure such delays do not occur again. In addition, we are also training and sensitizing our employees at working level for compliances/ timely deposits.

The Statutory Auditors have, in their report, mentioned about one instance of an attempted fraud on the Company by a job worker. This has happened purely during the course of commercial dealing with the vendor having long term relationship. This risk has been fully provided in FY 2012-13.

The report of the statutory auditors read with the notes on accounts being self-explanatory, needs no further clarifcation.

The present Statutory Auditors i.e., M/s B. S. R. & Co; Chartered Accountants have expressed their un-willingness to continue as Statutory Auditors of the company. In view of the above, directors recommend appointment of M/s S. R. Batliboi & Co. LLP, Chartered Accountants as Statutory Auditors of the Company at the ensuing Annual General Meeting. M/s S. R. Batliboi & Co. LLP, Chartered Accountants have confrmed their eligibility and willingness to act as Statutory Auditors of the company, if appointed. The directors place on record their appreciation for the outgoing auditors'' cooperation and support.

Cost Auditors:

Pursuant to the cost audit orders issued by the Ministry of Corporate Afairs (MCA) under Section 233B of the Companies Act, 1956, M/s GoyalGoyal & Associates, Cost Accountants and M/s Vijender Sharma & Co; Cost Accountants were re-appointed for the fnancial year ended on 31 March 2013. The Cost Audit Reports for the fnancial year ended 31 March 2012 were duly fled with the MCA.

Internal Auditors:

M/s K. Khanna & Co., Chartered Accountants are the internal auditors of the Company. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of transactions in value terms. Independence of audit and compliance is ensured by submitting the report of internal audit to the Audit Committee of the Board.

To ensure reliability of fnancial reporting and safeguarding of the assets internal control systems, accounting and procedural controls are established in the organization. The Company endeavours to continuously strengthen such procedures and controls.

Consolidated Financial Statements:

Consolidated Financial Statements of the Company and Jai Suspension Systems LLP for the fnancial year 2012-13 have been included in the Annual Report in compliance with the Accounting Standard 21. The Company is the majority partner in the partnership frm.

Report on Corporate Governance:

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance alongwith the Certifcate of Compliance with the conditions of the corporate governance is given and forms part of this report.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibilities Statement, the directors confrm that:

(a) The Annual Accounts for the fnancial year ended 31 March 2013 are in conformity with the requirements of the Accounting Standards issued by the Institute of Chartered Accountants of India and no material departure from the same have been made;

(b) Such Accounting Policies have been selected and consistently applied and judgments and estimates made that were reasonable and prudent so as to give a true and fair view of the state of afairs of the Company at the end of fnancial year 2012-2013 and of the proft or loss of the Company for that period;

(c) Proper and sufcient care was taken for maintenance of adequate accounting records maintained in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting any form of fraud and other irregularities;

(d) The Annual Accounts for the fnancial year ended 31 March 2013 have been prepared on a going concern basis.

Appreciation:

The Directors place on record their sincere appreciation to all the shareholders, partners, customers and employees who remain the centre of our focus. We also place on record our appreciation for the contributions made by employees at all levels, bankers and fnancial institutions.

For and on behalf of the Board



Place: New Delhi (B. S. Jauhar)

Date: 13 August 2013 Chairman


Mar 31, 2012

The Directors of the Company are pleased to present the 46th Annual Report, together with the audited accounts and performance for the year ended 31 March 2012:

Financial Results:

(Rs in crore) Standalone Consolidated year year year year

Gross Sales 1064.59 8e9.65 1204.27 997.98

PBIDT 101.71 100.25 105.69 108.21

Finance cost 16.00 20.55 18.82 21.70

PBDT /cash Profit 85.71 79.70 86.87 86.51

Depreciation & others 33.96 24.36 35.65 32.06

PBT 51.75 55.33 51.22 54.45

Provision for current tax - 0.01 0.08 4.30

Provision for deferred tax 8.91 12.59 8.95 12.70

pat 42.84 42.73 42.19 37.45

Previous year adjustment - 0.25 - 0.25

Balance brought forward (19.10) (48.78) (19.10) (44.05)

Profit available for appropriation 42.84 42.48 42.19 37.20

Balance carried to Balance (1.59) (19.10) (2.23) (19.10) Sheet

Performance:

Directors are happy to inform that during the year under review, the Company, maintaining its leadership position, crossed the landmark Rs1000 crore turnover. Its consolidated turnover stood at Rs1204 crore as against Rs998 crore in 2010-2011. Consolidated profit after tax for 2011-2012 is Rs42.19 crore compared to Rs37.20 crore in 2010-2011.

The Company has paid interim dividend of Rs1 per share twice during the year under review and is proposing to pay final dividend of Rs1.50 per equity share. The Company is proposing to pay accumulated dividend of Rs4.32 crore up to 31 March 2012 to IFCI Limited on 12.50% Optionally Convertible Cumulative Preference Shares.

In our last annual report, we had stated that the Company would actively pursue broad three objectives - increase in product range, add new markets and enhance shareholders' value. We are glad to inform that the Company has made significant progress in all the three areas.

Product:

As mentioned above, the Company's plans for launch of lift axles and air-suspension is going as per schedule. As part of our strategy, we intend to bring down the share of conventional spring to 65% by FY2015. We are happy to inform that during the year under review sales of parabolic springs grew by 31%. The Company has tied up with Ashok Leyland Limited for supply of lift axles for its commercial vehicles.

Market:

As part of de-risking strategy, the Company has been aggressively trying to penetrate the After Market - India/ Exports. The domestic After Market sale is being spearheaded by Jai Suspension Systems LLP in which the Company is a major partner. We are aiming at minimum 33% turnover from the After Market - India/Exports segment by 2015. We are happy to inform that our efforts in this direction have started yielding results. The After Market - India/Exports sales grew by 37% in 2011-12.

Locations:

The expansion plan at Yamuna Nagar (Haryana) is complete and Malanpur (Madhya Pradesh) is going on and will be completed in September 2012. The Hosur Plant was completed in June 2012.

During the year under review the Company purchased land in Pune for setting up facility for manufacturing of springs and additional land in Malanpur and Yamuna Nagar for expansion.

Patent application:

Patent application filed by the Company for patent in India in respect of its Air Suspension is pending before the authorities. The Company is the owner of copyright of more than 45 designs of Leaf and Parabolic Springs.

Dividend:

During the F.Y. 2011-2012 the Company has paid an interim dividend of Rs1 per equity share two times.

Directors are pleased to recommend a final dividend of Rs1.50 on the equity shares of Rs10 each out of the profits for the financial year ending 31 March 2012 in addition to the two interim dividends. The total dividend payout for the year would be 35%. The Company proposes to transfer Rs428.41 lacs to the general reserve.

Human Resource:

Employees and workers continue to be the mainstay of the Company's success as is evident from the performance of 2011-12. As the Company has grown in size and location, we have strengthened the H R set up in the Company to fulfill the aspirations of a growing number of professionals. Training of workers and employees continued to receive high priority. The Company has engaged the world renowned Japan Institute of Total Process Innovation (JITPI) for training of technical team in manufacturing system and total productivity management. We have already mentioned that a number of employees (from senior management level to workers level) have been given the Stock Option. The Company has issued ESOPs constituting 3.92% of its equity capital to the employees till date. The particulars of options issued, as required by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are appended as 'Annexure B' and form part of this Report.

Internal Control Systems:

The Company has been continuously strengthening the internal control systems, accounting and procedural controls aimed to ensure reliability of financial reporting.

Internal auditors i.e. M/s K. Khanna & Co., Chartered Accountants, also evaluate the adequacy of internal controls and concurrently audit the majority of transactions in value terms. The reports of the internal auditors are placed before the Audit Committee.

Fixed Deposit:

During the period under review, the Company has not accepted any public deposits.

Energy, Technology Absorption & Foreign Exchange:

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in the Report of the Board of Directors) Rules, 1988, are set out in Annexure 'A' and form an integral part of this report.

Particulars of Employees:

Mr. R. S. Jauhar and Mr. P. S. Jauhar fall under the purview of Section 217 (2A) of the Companies Act, 1956. However, as per the provisions of Section 219 (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office.

The said information is also available for inspection at the Corporate Office during working hours up to the date of Annual General Meeting.

Directors:

During the year Mr. S. P. S. Kohli was re-appointed as President & Executive Director of the Company for a period of 3 years w.e.f. 23 October 2011. Proposal for his re-appointment as President & Executive Director for a further period of 3 years w.e.f. 23 October 2011 is being placed for the consideration of members at the coming annual general meeting.

During the year Mr. Robert Dean Petty ceased to be the director due to repayment of loan of Clearwater Capital Partners India Pvt. Limited. The Board places on record its deep appreciation of the valuable services rendered by him during his tenure as Director.

In accordance with the applicable provisions, Mr. C. K. Vohra, Mr. U. K. Singhal and Mr. P. S. Jauhar retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received a notice in writing from a member of the Company under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. J. K. Jain as director of the Company in the coming annual general meeting.

A brief of their profiles is also provided in the notice convening the Annual General Meeting.

Auditors:

The Statutory Auditors have, in their report, mentioned about delays in deposit of statutory dues in few cases. We may mention here that these were few stray cases and there was no amount outstanding as on 31 March 2012. Steps have been taken to ensure such delays do not occur again.

The Statutory Auditors have reported delay in repayment of dues to banks and financial institutions. The management has taken the note of same and will ensure that it does not re-occur. Further there was no amount outstanding as on 31 March 2012.

The auditors have also observed that the company used short term funds of Rs35.81 crore for long term investment. We would like to inform that the company is managing its working capital cycle very efficiently and is fully conscious of judicious deployment of funds for long term and short term usage in the company's operations.

The present Statutory Auditors i.e. M/s B. S. R. & Co. Chartered Accountants, has confirmed their eligibility and willingness to act as Statutory Auditors of the Company, if appointed at the coming annual general meeting. Directors recommend M/s B. S. R. & Co; Chartered Accountants may be appointed as Statutory Auditors at the coming Annual General Meeting.

Pursuant to the cost audit orders issued by the Ministry of Corporate Affairs (MCA), vide its notification No. 52/26/CAB- 2010 dated 30 June 2011, the cost audit is applicable to the company from the financial year 2011-2012. The company has appointed M/s Goyal Goyal & Associates and M/s Vijender Sharma & Co; as the cost auditor. Report of cost auditors for the financial year 2011-2012 is to be filed with the Central Government by 30 September 2012 . Following are the details of the cost auditors:

M/s Vijender Sharma & Co 11, 3rd Floor, Hargovind Enclave,

VikasMarg, New Delhi- 110 092 Membership No.: M18513

M/s GoyalGoyal& Associates

K-81A, Lajpat Nagar-II, New Delhi- 110 024

Membership No.: 00100

Consolidated Financial Statements:

Consolidated Financial Statements of the Company and Jai Suspension Systems LLP for the financial year 2011-12 have been included in the Annual Report in compliance with the Accounting Standard 21. The Company is the majority partner in the partnership firm.

Report on Corporate Governance:

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure 'C' and forms part of this report.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors' Responsibilities Statement, the directors confirm that:

(a) The Annual Accounts for the financial year ended 31st March 2012 are in conformity with the requirements of the Accounting Standards issued by the Institute of Chartered Accountants of India and no material departure from the same have been made;

(b) Such Accounting Policies have been selected and consistently applied and judgments and estimates made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year 2011-12 and of the profit or loss of the Company for that period;

(c) Proper and sufficient care was taken for maintenance of adequate accounting records maintained in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting any form of fraud and other irregularities;

(d) The Annual Accounts for the financial year ended 31 March 2012 have been prepared on a going concern basis.

Appreciation:

Our shareholders, partners, customers and employees remain the centre of our focus. Our endeavor is to continue our efforts in value maximization, encouraging transparency and effective communication with all the stakeholders.

We also place on record our appreciation for the contributions made by employees at all levels, bankers and financial institutions.

For and on behalf of the Board

Place: New Delhi (B. S. JAUHAR)

Date: 7 June, 2012 Chairman


Mar 31, 2011

Dear Member,

The Directors of the company are pleased to present the 45th Annual Report, together with the audited accounts and performance for the year ended 31 March 2011:

Financial Results

(Rs. in crore)

Consolidated Standalone Year Year Year Year ended ended ended ended 31 March 31 March 31 March 31 March 2011 2010 2011 2010

Gross Sales 997.99 661.48 905.06 606.03

PBIDT 108.22 79.80 100.26 71.33

Finance Cost 21.48 26.171 20.35 25.62

PBDT/Cash Profit 86.74 53.631 79.91 45.70

Depreciation & Others 32.23 29.02 24.66 24.24

PBT 54.51 24.61 55.25 21.46

Provision for Current Tax 4.31 0.10 0.01 0.01

Provision for Deferred 12.70 5.40 12.59 5.57

Tax

PAT 37.50 19.11 42.65 15.88

Previous Year Adjustment 0.30 8.07 0.17 8.11

Balance Brought Forward (44.05) (52.73) (48.78) (56.56)

Profit Available for 24.95 8.68 29.68 7.77

Appropriation_

Balance Carried to (19.10) (44.05) (19.10) (48.78)

Balance Sheet

Performance

The company recorded its highest turnover during the FY 2010-11 and maintained its leadership position in the leaf spring industry. Consolidated sale during the year under review was Rs.998 crore as against Rs.661 crore during the FY. 2009- 10. Consolidated net profit for the FY 2010-11 is Rs.37 crore as compared to Rs.19 crore during the FY 2009-10.

During the year the company made preferential issue of 2631578 equity shares to Clearwater Capital Partners Singapore Fund III Pvt Ltd and the promoters. The entire preferential issue proceed of Rs.25 crore was utilized to prepay high cost term loans. This along with ploughing back of profits has reduced the total debt of the company from Rs.119 crore as on 31 March 2010, to Rs.66 crore as on 31 March 2011. The company brought down its finance cost to 2% of sales against 4% of sales during FY 2009-10. During the year under review, debt reduction improved debt/equity ratio from 1.45 to 0.50 and also brought down the breakeven point. The company is committed to improve the shareholders wealth by improving its margins and return on capital employed from current level of 44% and emerge financially strong to enable it to withstand any future shock of recessionary or slowdown trend in the economy.

Increase in prices of raw material, power and oil and other commodities had put pressure on the margins. However, the company improved efficiency in its operation with value addition and higher sales, reduced finance cost. Consolidated PBT increased from Rs.25 crore to Rs.55 crore and consolidated PAT increased from Rs.19 crore to Rs.37 crore. Inflationary trends continue to cause worries which have led to hardening of interest rates and are bound to leave its impact on the overall growth of the economy. The GDP growth forecast of 8-9% during 2011- 12 onwards may not be sustainable if inflation is not controlled. Hike in oil prices will also have its impact in the overall growth. The company is improving efficiency in its operation to contain cost and has gone for energy efficient equipment as part of its expansion and technology upgradation.

The company shared its earnings with the shareholders and paid an interim dividend of Rs.1 per equity share during the FY 2010-11 and also proposing to pay final dividend of Rs.1 per equity share.

During the year under review, the company's wholly owned subsidiary i.e. Jai Suspension Systems Limited was converted into a Limited Liability Partnership Firm. The company is the majority partner in the partnership firm having 99.9975% share.

Product

The company is India's largest and among the world's top 3 leaf and parabolic springs manufacturer for commercial vehicles (CVs). The current product range of the company comprises leaf and parabolic springs. The leaf spring has major share in the product mix of the company. However, as planned share of parabolic springs in the product mix increased from 8% to 10% during the FY 2009-10.

Going up the value chain, the company acquired land in Chennai to set up a plant to manufacture Air Suspension and Lift Axle. Air Suspension and Lift Axle will be made in technical collaboration with Ridewell Corporation, a leading suspension manufacturer in USA. Prototypes of Air Suspension and Lift Axle developed are undergoing rigorous trial.

After the completion of the company's expansion plans the company will add, Air Suspension and Lift Axles in its product mix besides the existing range of leaf springs, light and heavy parabolic springs. The company is focused in its plans of product and market diversification and to emerge as a strong player in the CV segment.

Market

OEM India continued to be the major customers of the company and constitute 90% of the turnover.

After Market segment constitute 9% of the turnover. The company considers the growing domestic and export After Market and OEM exports an important tool of its de-risking strategy and increase its footprint in this segment.

Locations

The manufacturing facilities of the company are located at Yamuna Nagar (Haryana), Chennai (Tamil Nadu), Malanpur (Madhya Pradesh) and Jamshedpur (Jharkhand). Further, Jai Suspension Systems LLP, has its Plant at Pant Nagar (Uttarakhand). Considering the robust demand building up from the existing players as well as the new entrants, the company has undertaken expansion at its Yamuna Nagar and Malanpur plants. The company has acquired additional land for expansion of its existing plant at Malanpur. The Jamshedpur plant commenced commercial production from October 2010. Lucknow Plant has also been set up during the year.

The company has completed the land acquisition for its seventh plant at Hosur (Tamil Nadu).

Domestic After Market operations are being spearheaded by the company's subsidiary - Jai Suspension Systems LLP. The company has pan India after market network of 18 depots and 1100 dealers. After completion of the expansion plans, the company will have presence at Yamuna Nagar, two plants at Chennai, Malanpur, Jamshedpur, Lucknow, Hosur and Pant Nagar (Subsidiary).

Patent Application

The company has filed final Patent application for patent in India in respect of its Air Suspension. The company is the owner of copyright of more than 45 designs of Leaf and Parabolic Springs.

Listing of Shares at NSE

From 10 December 2010, equity shares of the company are listed at NSE. The scrip code of the shares at NSE is "JAMNAAUTO" and BSE is 520071

Dividend

During the FY 2010-11 the company has paid an interim dividend of Rs.1 per equity share.

Directors are pleased to propose a final dividend of Rs.1 on the equity shares of Rs.10 each out of the profits for the financial

year ending 31 March 2011 in addition to the interim dividend.

Human Resource

Success of any organisation depends entirely upon the quality of its employees. The company takes pride in its employees' dedication and commitment which is evident from its performance of 2010-11. As the company grows in size and locations, it is extremely important to manage the aspirations of a growing number of professionals. The company is committed to bring in the best H R practices to ensure employee retention. An in-house training department has been set up for raising the skill sets of workers and employees. As we have committed to increase shareholders' wealth, similarly we want to create wealth for our employees as well through the Employees Stock Option Scheme (ESOPs). The company issued ESOPs constituting 3.92% of its equity capital to the employees during the year. The particulars of options issued, as required by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are appended as 'Annexure B' and form part of this Report.

Internal Control Systems

M/s K. Khanna & Co., Chartered Accountants are the internal auditors of the company. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit majority of the transactions in value terms. The report of the internal auditors is placed before the Audit Committee.

SAP Implementation

During the year 2010-11, SAP has been implemented in the company's Corporate Office and Chennai Plant. SAP has been successfully running in Malanpur Plant since 2008.

Fixed Deposit

During the period under review, the company has not accepted any public deposits.

Energy, Technology Absorption & Foreign Exchange

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in 'Annexure A' and form an integral part of this Report.

Particulars of Employees

Mr. R. S. Jauhar, Mr. P. S. Jauhar and Mr. S. P. S. Kohli fall under the purview of Section 217(2A) of the Companies Act, 1956. However, as per the provisions of Section 219(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the members of the company, excluding the information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended. Any member interested in obtaining

such information may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the Corporate Office during working hours up to the date of Annual General Meeting.

Directors

During the year Mr. R. S. Jauhar was re-appointed as CEO & Executive Director of the company for a period of 3 years w.e.f. 1 January 2011. In accordance with the applicable provisions, Mr. B. S. Jauhar, Mr. Shashi Bansal and Seth Ashok Kumar retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A brief of their profiles is also provided in the notice convening the Annual General Meeting.

Auditors

The report of the Statutory Auditors, read with the notes on accounts being self-explanatory, needs no further clarification.

The present Statutory Auditors i.e., M/s Goel Garg & Co., Chartered Accountants, M/s A. K. Kalia & Associates, Chartered Accountants and M/s A. S. G. & Associates, Chartered Accountants have expressed their inability to continue as Statutory Auditors of the company. In view of the above, directors recommend M/s B. S. R. & Co; Chartered Accountants may be appointed as Statutory Auditors of the company at the forthcoming Annual General Meeting. M/s B. S. R. & Co; Chartered Accountants has confirmed their eligibility and willingness to act as Statutory Auditors of the company, if appointed. The directors place on record their appreciation for the outgoing auditors' cooperation and support.

Consolidated Financial Statements

The company had converted its wholly owned subsidiary Jai Suspension Systems Limited into a Limited Liability Partnership Firm. It has become a Limited Liability Partnership firm with effect from 21 October 2010. The company is the majority partner in the partnership firm.

Consolidated Financial Statements of the company and Jai Suspension Systems LLP for the financial year 2010-11 have been included in the Annual Report in compliance with the Accounting Standard 21.

Report on Corporate Governance

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance is given in 'Annexure B' and forms part of this Report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors' Responsibilities Statement, the directors confirm that:

(a) The Annual Accounts for the financial year ended 31 March 2011 are in conformity with the requirements of the Accounting Standards issued by the Institute of Chartered Accountants of India and no material departure from the same have been made;

(b) Such Accounting Policies have been selected and consistently applied and judgments and estimates made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year 2010-11 and of the profit or loss of the company for that period;

(c) Proper and sufficient care was taken for maintenance of adequate accounting records maintained in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing & detecting any form of fraud and other irregularities;

(d) The Annual Accounts for the financial year ended 31 March 2011 have been prepared on a going concern basis.

Appreciation

Our shareholders, partners, customers and employees remain the centre of our focus. Our endeavour is to continue our efforts in value maximization, encouraging transparency and effective communication with all the stakeholders.

We also place on record our appreciation for the contributions made by the shareholders, customers, employees, bankers and financial institutions.

For and on behalf of the Board

Place : New Delhi B. S. Jauhar Date : 11 July 2011 Chairman


Mar 31, 2010

The Directors of the company are pleased to present here the 44th Annual Report, together with the audited accounts and performance for the year ended 31 March 2010:

FINANCIAL RESULTS:

(Rs in Crore)

Standalone Consolidated

Particulars Year Year Year Year ended ended ended ended 31.03.2010 31.03.2009 31.03.2010 31.03.2009

Gross Sales 606.03 513.78 661.48 520.62

PBIDT 71.33 32.54 79.80 37.44

Finance cost 25.62 35.48 26.17 35.54

PBDT/Cash Profit 45.70 (2.94) 53.63 1.90

Depreciation & others 24.24 17.40 29.02 17.98

PBT 21.46 (20.34) 24.61 (16.08)

Provision for current tax 0.01 0.351 0.10 0.46

Provision for deferred tax 5.57 (4.30) 5.40 (3.97)

PAT 15.88 (16.39) 19.11 (12.57)

Previous year adjustment 8.11 7.061 8.07 7.06

Dividend distribution tax - - 0.51 -

Transfer to general reserves - - 1.84 -

Balance brought forward (56.56) (33.10) (52.73) (33.10) Profit available for appropriation 7.77 (23.46) 18.68 (19.64) Balance carried to

Balance Sheet (48.78) (56.56) (44.05) (52.73)

Consolidated position includes results of company’s wholly owned subsidiary Jai Suspention Systems Limited.

INDUSTRY SCENARIO & PERFORMANCE:

The global slowdown of 2008-2009 had adversely impacted every segment of the Indian auto industry, with commercial vehicles (CVs) segment reporting the sharpest demand decline. As the company is a leading supplier to all the major commercial vehicle manufacturers, it too suffered during the economic meltdown.

Supported by strong fundamentals and positive economic outlook, the Indian economy held its ground in the midst of the global crisis and the economic trend in the beginning of 2010 staged a recovery in the subsequent quarters. The Government of India also introduced a number of economic stimulus packages to boost demand, particularly in the infrastructure segment. These steps had a salutary effect in the recovery of the commercial vehicle segment. Demand for commercial vehicles went up resulting in all the major OEMs ramping production.

Driven by the robust pick-up in demand, CV segment witnessed sequential growth, especially over the last two quarters of 2009-10. Trend of CV production in 2007-08, 2008-09 and 2009-10 was as under:

Category 2007-08 2008-09 2009-10 Growth

Medium & Heavy CVs 294396 192380 248977 29%

Light CVs 142206 111247 159688 44%

Utility vehicles 364493 365767 493739 35%

Total 801095 669394 902404 35%

The company maintained the leadership position in sales to OEMs and also improved its market share to 66% in 2009-2010 as compared to 61% in the corresponding period of 2008-2009. The company continued cost control measures to improve productivity and efficiency. It brought down its borrowing cost to Rs 25.62 crore from Rs 35.48 crore in 2008-09. Export earnings went up to Rs 5.38 crore in 2009-10 as against Rs 3.11 crore in the corresponding period of previous year. The company ended the year with gross turnover of Rs 606 crore, net profit of Rs 15.88 crore and cash profit of Rs 45.70 crore for the year 2009-2010.

Commercial vehicle segment, like passenger cars, is also attracting leading international CV manufacturers. Daimler India, Mahindra Navistar, Asia Motor Works have already set up their base here. Ashok Leyland Ltd has also started production from its newly set up plant at Uttarakhand. Your company is now going to expand its footprint in the growing domestic and export after markets.

MAJOR DEVELOPMENTS

(a) Air Suspension and allied items

The company is developing prototypes of Air Suspension, Lift Axle and Bogie Suspension for commercial vehicles with Technical Assistance from Ridewell Corporation, USA.

(b) Parabolic Springs

Tata Motors Limited has started using parabolic springs for some of its high selling models. Parabolic springs are lighter in weight resulting in improved vehicle performance. The company plans to augment its parabolic springs manufacturing capacity to meet the increased demand.

UD Truck Corporation, Japan (subsidiary of VOLVO) has issued Letter of Intent to the company for supply of leaf springs to its Japanese Plant. The production of this order is expected to commence from August, 2010.

(c) Expansion Plan

The company has decided to set up plants at Lucknow and Pune to meet the growing demand of OE customers at these two centres. The Jamshedpur Plant has commenced assembly production of springs and the full production is expected to commence from October 2010 onwards.

(d) Awards

During the year, the company received an award from Tata Motors Ltd in recognition of its long and enduring relationship. Ashok Leyland Limited rewarded the company with its Best Vendor Gold Award for the year 2009-2010.

R & D:

The company’s in-house R&D centre, recognized by the Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India, is continuously engaged in research to improve efficiency of springs for better road safety and comfort.

DIVIDEND:

In view of the current economic conditions and pending expansion program, the company’s directors are not recommending dividend payment for 2009-10.

HUMAN RESOURCE:

Employees are an important asset of any corporate enterprise and success depends largely upon the quality of its employees.

The company endeavors to promote human resourcefulness at all levels from the shop floor to the corporate office. On the job and various in- house training programs have been put in practice to raise the skill, education, aptitude and health of employees. The company has engaged JIPM (Japan Institute of Plant Management) to implement the best manufacturing practices in plants.

The company released the second round of Employees Stock Option Scheme and gave stocks options to 125 employees during the year. The particulars of Options issued, as required by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are appended as Annexure and form part of this Report.

INTERNAL CONTROL SYSTEMS:

M/s K. Khanna & Co., Chartered Accountants are the internal auditors of the company. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit majority of the transactions in value terms. The report of the internal auditors is placed before the Audit Committee.

A separate internal audit department has been set up to strengthen the company’s control mechanism. The functions of the internal audit department are both to audit and check compliances. To ensure independency, the internal audit department directly reports to the CEO.

SAP IMPLEMENTATION:

SAP was implemented in the company’s Chennai and Malanpur Plant.

FIXED DEPOSIT:

During the period under review, the company has not accepted any public deposits.

ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in the Report of the Board of Directors) Rules, 1988, are set out in Annexure ‘A’ and form an integral part of this report.

PARTICULARS OF EMPLOYEES:

Information as per Section 217 (2A) of Companies Act, 1956, read with companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per the provisions of Section 219 (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all members of the company, excluding the information required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the Corporate Office during working hours up to the date of Annual General Meeting.

DIRECTORS:

In accordance with the applicable provisions, Mr. P. S. Jauhar, C. K. Vohra and U. K. Singhal retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. A brief of their profiles is also provided in the notice convening the Annual General Meeting.

AUDITORS:

M/s Goel Garg & Co., Chartered Accountants, New Delhi, M/s A K Kalia & Associates, Chartered Accountants, Chandigarh and M/s ASG & Associates, Chartered Accountants, New Delhi retire at the conclusion of the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if re-appointed. The report of the Auditors, read with the notes on accounts being self- explanatory, needs no further clarification.

CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Financial Statements of the company and its wholly owned subsidiary i.e. Jai Suspension Systems Limited for the financial year 2009-10 have been included in the Annual Report in compliance with the Accounting Standard 21.

The company has planned to convert Jai Suspension Systems Limited into a Limited Liability Partnership Firm. The Board of Directors has also granted their approval for conversion of Jai Suspension Systems Limited into a Limited Liability Partnership Firm with new minority partners. The company will be the major partner in LLP.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement, a report on Corporate Governance is given in Annexure ‘B’ and forms part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors’ Responsibilities Statement, the directors confirm that:

(a) The Annual Accounts for the financial year ended 31st March 2010 are in conformity with the requirements of the Accounting Standards issued by the Institute of Chartered Accountants of India and no material departure from the same have been made;

(b) Such Accounting Policies have been selected and consistently applied and judgments and estimates made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year 2009-2010 and of the profit or loss of the company for that period;

(c) Proper and sufficient care was taken for maintenance of adequate accounting records maintained in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing & detecting any form of fraud and other irregularities;

(d) The Annual Accounts for the financial year ended 31st March 2010 have been prepared on a going concern basis.

APPRECIATION:

Our shareholders, partners, employees and customers remain the centre of our focus. Our endeavor is to continue our efforts in value maximization, encouraging transparency and effective communication with all stakeholders.

We also place on record our appreciation for the contributions made by employees at all levels, bankers and financial institutions.

For and on behalf of the Board

Date : 8 July, 2010 (B. S. Jauhar)

Place:New Delhi Chairman

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