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Directors Report of Jay Bharat Maruti Ltd.

Mar 31, 2018

DIRECTORS'' REPORT

To the Members,

Your Directors are pleased to present the Thirty First Annual Report on business and operations of your Company together with the Audited Financial Statement for the Financial Year ended 31st March, 2018.

1. FINANCIAL RESULTS

The Company''s financial performance, for the year ended 31st March, 2018 is summarized below:

		(Rs. in Million)
Particulars	2017-18	2016-17
Total Income	17914.02	17334.71
Earnings before interest, depreciation, tax and amortization (EBIDTA)	1592.58	1,345.22
Finance Cost	201.19	182.98
Depreciation	491.03	414.30
Profit Before Tax	900.36	747.93
Tax Expense	311.46	210.19
Profit after Tax	588.91	537.74
Retained Earnings
Balance at the beginning of the Year	2592.30	2108.14
Profit for the Year	5,88.91	537.74
Other Comprehensive Income arising from remeasurement of defined benefit Obligation	(0.86)	(1.47)
Payment of dividend on equity shares	(54.13)	(43.30)
Corporate Dividend Tax paid	(11.02)	(8.81)
Balance at the end of the year	3115.20	2592.30

2. FINANCIAL HIGHLIGHTS

Your Company recorded total Revenue of 17,340.21 million (net of excise) during the financial year 2017-18 as compared to Rs. 15,280.48 million in the previous year, an increase of 13.48%. The EBIDTA has gone up by 18.39% during the financial year 2017-18 due to strong operational performance. The Profit Before Tax for the financial year 2017-18 amounts to Rs. 900.36 million as against Rs. 747.93 million for the previous year, showing an increase of 20.38%. The profit after tax has gone up in the financial year 2017-18 to Rs. 588.91 million as compared to Rs. 537.74 million in the previous year showing an increase of 9.52%. The reason for lower increase in Profit After Tax is due to non-availability of tax benefit under section 32AC of Income Tax Act in the current year.

3. DIVIDEND AND APPROPRIATION

(A) Dividend

Your Directors have recommended a dividend of Rs. 2.50 (i.e.50%) per equity share for the financial year ended 31st March, 2018, amounting to Rs. 54.13 Million (inclusive of Corporate Dividend Tax of Rs. 11.02 Millions). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose name appear in the Register of Members as on 27th August, 2018 and in respect of shares held in dematerialized form, it will be paid to members whose name are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

(B) Appropriation

During the financial year 2017-18, an amount of Rs. Nil was transferred to the General Reserve from the Profits of the Company.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is given separately and forming part of the Annual Report.

5. CREDIT RATING

ICRA has assigned its credit rating of A1 for short term instruments which is the highest rating for credit quality and the rating for long term debt Instruments is AA- and indicating the outlook on the long term rating as "Stable".

6. QUALITY

Your Company has implemented International Quality Management System based on the requirement of IATF 16949:2016. The Company has established, implemented and is maintaining an Information Security Management System. During the year, ISO 14001 surveillance was carried out by M/s American System Registrar, LLC and the auditors recommended the continuation of the ISO 14001. Apart from the above, your Company is also OHSAS-18001:2007 and ISO-14001:2015 certified.

7. HUMAN RESOURCES

The overall satisfaction of the employees of the Company is very high. Employees continued to take charge through collaborative approach and rigorous thinking which become possible through effective HR policies and its religious implementation. The employee''s relations were peaceful and harmonious throughout the year.

8. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Mr. Nishant Arya (DIN : 00004954) will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommend his re-appointment. A brief profile and other details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the notice of 31st Annual General Meeting of the Company.

Mr. Virender Ganda (DIN 01013057), Independent Director of the Company had resigned from the Directorship of the Company with effect from 16th January, 2018.

The company has appointed Mr. Dhanendra Kumar, recommmended by nomination and remuneration committee, as an additional Director and Independent Director of the Company in the Board Meeting held on 16th July, 2018 in place of Mr. Virender Ganda. An appropriate observation in this regard is given by Secretarial Auditor in its report dated 16th July, 2018.

Key Managerial Personnel

There is no change in the Key Managerial Personnel of the Company during the year 2017-2018.

10. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors of the Company have given a declaration confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 ("the Act") and the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015.

The terms of appointment of Independent Directors may be accessed on the Company''s website at the link: http://www. jbmgroup.com/pdf/T8iC%20Appolntment%20of%20lndependent%20Dlrector/Jay-Bharat-Marutl-Ltd-terms-condltlons-of-appolntment-of-lndependent-Dlrectors.pdf

11. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, Directors individually as well as evaluation of its Committees. The evaluation criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the Board and effective decision making.

The performance of individual Directors was evaluated on parameters such as level of engagement and contribution, independence of judgment and safeguarding the interest of the Company, etc. The Directors expressed their satisfaction with the evaluation process.

12. REMUNERATION POLICY

The policy for selection of Directors and determining Directors independence and the Remuneration Policy for Directors, Key Managerial Personnel & other employees are attached herewith and marked as Annexure-I and II respectively.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(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 as at 31st March, 2018 and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 are operating effectively; and

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

14. MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the year. For details of the meeting of the Board, please refer to the Report on Corporate Governance. The intervening gap between two Board Meetings did not exceed 120 days.

15. AUDIT COMMITTEE

The Audit Committee comprises three Independent Directors & one Non-Executive Director namely Mr. U. C. Agarwal as Chairman, Mr. D. P. Agarwal, Mr. Achintya Karati and Mr. Nishant Arya as members. The powers and role of the Audit Committee are included in the Report on Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.

16. CORPORATE GOVERNANCE

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detailed report on corporate governance is given separately and forms part of the Annual Report and the certificate obtained from M/s Dhananjay Shukla & Associates, Company Secretaries regarding compliance of the conditions of corporate governance is attached to the said report.

17. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered during the year were in the ordinary course of business and on arm''s length basis.

Omnibus approval is obtained from the Audit Committee for the related party transactions which are foreseen and repetitive in nature. A statement of all related party transactions are placed before the Audit Committee on quarterly basis for review.

The Policy on ''materiality of and dealing with related party transactions'', as approved by the Board may be accessed on the Company''s website at the link: http://www.jbmgroup.com/pdf/polides/JBML_Policy%20for%20determination%20 of%20Materiality%20of%20Event%20or%20information.pdf

The detail particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is attached herewith and marked as Annexure -III.

18. CORPORATE SOCIAL RESPONSIBILITY

In compliance of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility Committee (''CSR Committee''). The detailed terms of reference of the Corporate Social Responsibility Committee is provided in the Report on Corporate Governance. In pursuit of the responsibilities entrusted to the CSR Committee, a policy on Corporate Social Responsibility has been prepared and approved by the Board which may be accessed on the Company''s website at the link: http://www.jbmgroup.com/pdf/policies/CSR-policy.pdf

Annual Report on CSR activities of the Company in format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith and marked as Annexure-IV.

19. RISK MANAGEMENT

The Board of Directors has constituted Risk Management Committee to identify elements of risk in different areas of operations. The Company has developed and implemented a risk management policy for identifying the risk associated with business of the Company and measures to be taken to mitigate the same. The details of Risk Management Committee are included in the Report on Corporate Governance.

20. INTERNAL FINANCIAL CONTROLS

The Directors have laid down proper and adequate system of internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the 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 adequacy and completeness of accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

To have robust internal financial controls, the Company has in place Standard Operating Procedures for all its critical business processes. Extensive use of SAP and other software systems have also resulted in strengthening the internal financial controls and accurate reporting of operational and financial data.

The Company has appointed M/s Mehra Goel & Co., Chartered Accountants, New Delhi as Internal Auditors to carry out Internal Audits. The Internal Auditors'' Reports are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.

21. AUDITORS AND AUDITORS'' REPORT

(a) Statutory Auditors

M/s Sahni Natarajan & Bahl (Firm Registration No. 002816N), Chartered Accountants, New Delhi had been appointed as Statutory Auditors of the Company in the 30th Annual General Meeting of the Company held on 18th August, 2017 to hold office from the conclusion of 30th Annual General Meeting until the conclusion of 35th Annual General Meeting.

Further, the Report given by the Statutory Auditors M/s Sahni Natarajan & Bahl (Firm Registration No. 002816N), Chartered Accountants, New Delhi on the financial statement of the Company is part of the Annual Report. The notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

(b) Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Company had appointed M/s Dhananjay Shukla & Associates, Company Secretaries, Gurgaon, Haryana as its Secretarial Auditors to conduct secretarial audit of the Company for the financial year 2017-18. The Report given by the Secretarial Auditors is annexed as Annexure-V and forms an integral part of this Report. There is no qualification or adverse remark in the report.

22. AWARDS AND ACCOLADES

Your Company has been recognized for the superior performance in the field of Support for Gujarat Localization for the year 2017-18 by Maruti Suzuki (India) Limited.

Your Company has been recognized for the superior performance in the field of Tooling Localization for the year 2017-18 by Maruti Suzuki (India) Limited.

Your Company has been recognized for the superior performance in the field of VA-VE for the year 2017-18 by Maruti Suzuki (India) Limited.

23. I. COMMISSIONING OF NEW PLANT AT VTTHALAPUR, GUJARAT

Your Company''s Plant established at Vithlapur in Gujarat, is now operational and is catering to the needs of M/s Suzuki Motor Gujarat Private Limited. The plant has state of the art facilities with special focus on automation so as to achieve consistent quality and productivity. The probability of Human error has significantly reduce by Automation. The new Plant facility includes automated transfer press line, robotic tendem press line, Progressive press line, robotic welding line and CED paint shop.

The Phase-II of expansion at the new plant is also underway so as to increase the capacity to cater to 5,00,000 numbers of vehicles of M/s Suzuki Motor Gujarat Private Limited.

II. ESTABLISHMENT OF NEW TOOL ROOM JOINT VENTURE WITH M/S OGIHARA THAILAND CO. LTD

Your Company is expanding its tooling manufacturing capacity and has obtained Know how for localizing High tensile dies and critical BIW parts. The Company is setting up a new tool room in association with M/s Ogihara (Thailand) Co. Ltd and M/s JBM Auto Limited for manufacturing of press stamping dies including Ultra High Tensile and critical BIW Dies. A new joint venture Company named M/s JBM Ogihara Die Tech Private Limited is incorporated. The tool room will be situated at Greater Noida in Uttar Pradesh and is expected to be operational by next financial year. The tool room will work for localization of imported tooling.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put in place a vigil mechanism for Directors, Employee and other person dealing with the Company for reporting illegal or unethical behaviour, actual or suspected fraud or violation of the company''s Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors, employees or other persons who avail of the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee.

The Vigil Mechanism (Whistle Blower Policy) is available on the Company''s website, which may be accessed at the link: http://www.jbmgroup.com/pdf/policies/JBML Whistle-Blower-Policy.pdf

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of investments made by the Company are given in the notes to the financial statement. During the year under review, the Company has neither given loans, guarantee nor provided any security to anyone.

26. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the Company between the end of the financial year of the Company i.e. 31st March, 2018 and the date of this Report i.e. 16th July, 2018.

27. DETAIL OF SUBSIDARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

None of the Company has become or ceased to become the subsidiary, joint venture or associate of the Company during the Financial Year 2017-18.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDER

No significant and material order have been passed by any regulator or court or tribunal impacting the going concern status or future operations of the Company.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure - VI to this Report.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company promotes a healthy and congenial working environment irrespective of gender, caste, creed or social class of the employees and value every individual and committed to protect the dignity and respect of every individual.

The Company has always endeavored for providing a better and safe environment free of sexual harassment at all its work places.

During the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT -9 as required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is given in Annexure - VII to this Report.

32. EMPLOYEES STOCK OPTION PLANS /SCHEMES

No Employee Stock Options were granted to the Directors or Employees of the Company during the year under review.

33. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are form part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are form part of the Annual Report.

However, as per first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining a copy of such information may write to the Company Secretary at the registered office of the Company and the same will be furnished without any fee.

34. ACKNOWLEDGEMENT

Your Directors acknowledge the continued assistance, guidance and Co-operation received from Maruti Suzuki India Limited, Suzuki Corporation Limited (Japan), Suzuki Motor Gujarat Private Limited and all its other technical partners.

Your Directors also wish to express their sincere appreciation for the assistance and co-operation received from the Banks, State Government and Central Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by all the employees of the Company.

	For and on behalf of the Board of Directors
	Sd/-
	S. K. Arya
Place Gurugram	Chairman & Managing Director
Date: 16 July, 2018	DIN: 00004626

ANNEXURE-I

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS'' INDEPENDENCE

1. Introduction

1.1 Jay Bharat Maruti Limited (JBML) believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. Towards this, JBML ensures constitution of a Board of Directors with an appropriate composition, size, diversified expertise and experience and commitment to discharge their responsibilities and duties effectively.

1.2 JBML recognizes the importance of Independent Directors in achieving the effectiveness of the Board. JBML aims to have an optimum combination of Executive, Non-Executive and Independent Directors.

2. Scope and Exclusion

2.1 This Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company.

3. Definition

3.1 "Director" means a Director appointed to the Board of a Company.

3.2 "Nomination and Remuneration Committee" means the committee constituted by JBML''s Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3.3 "Independent Director" means a Director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4. Policy

4.1 Qualifications and criteria

4.1.1 The Nomination and Remuneration Committee and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the Company''s operations.

4.1.2 In evaluating the suitability of individual Board members, the Nomination and Remuneration Committee may take into account factors such as:

General understanding of the Company''s business and social perspective;

Educational and professional background Standing in the profession; Personal and professional ethics, integrity and values;

Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

4.1.3 The proposed appointee shall also fulfill the following requirements: Shall possess a Director Identification Number; Shall not be disqualified under the Companies Act, 2013; Shall give his/her written consent to act as a Director; Shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other relevant laws.

4.1.4 The Nomination and Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company''s business.

4.2 Criteria of Independence

4.2.1 The Nomination and Remuneration Committee shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

4.2.2 The criteria of independence, as laid down in Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:

An Independent Director in relation to a Company, means a Director other than a Managing Director or a Whole-Time Director or a Nominee Director -

a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. (i) who is or was not a promoter of the Company or its holding, subsidiary or associate company;

(ii) who is not related to promoters or Directors in the company, its holding, subsidiary or associate company;

c. who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

d. none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or Directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

e. who, neither himself nor any of his relativesâ

(i) holds or has held the position of a Key Managerial Personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of -

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or Director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lessor or lessee of the company.

f. shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, corporate social responsibility or other disciplines related to the Company''s business.

g. shall possess such other qualifications as may be prescribed, from time to time, under the Companies Act, 2013.

h. who is not less than 21 years of age.

4.2.3 The Independent Directors shall abide by the "Code for Independent Directors" as specified in Schedule IV to the Companies Act, 2013.

4.3 Other Directorships / Committee Memberships

4.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their Directorships in other listed public limited companies in such a way that it does not interfere with their role as Directors of the Company. The Nomination and Remuneration Committee shall take into account the nature of and the time involved in a Director''s service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company.

4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds Directorships. For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders'' Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

ANNEXURE - II

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

1. Introduction

1.1 Jay Bharat Maruti Limited (JBML) recognizes the importance of aligning the business objectives with specific and measureable individual objectives and targets. The Company has therefore formulated the remuneration policy for its Directors, Key Managerial Personnel and other employees keeping in view the following objectives:

1.1.1 Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully.

1.1.2 Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

1.1.3 Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Human Resources, Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company.

3. Definition:

3.1 "Director" means a Director appointed to the Board of the Company.

3.2 "Key Managerial Personnel" means

(i) the Managing Director or the Chief Executive Officer or the Manager;

(ii) the Whole-time director;

(iii) the Company secretary;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed under the Companies Act, 2013

3.3 "Nomination and Remuneration Committee" means the committee constituted by JBML''s Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

4. Policy:

4.1 Remuneration to Executive Directors and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Nomination & Remuneration Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

4.1.2 The Board, on the recommendation of the Nomination & Remuneration Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

4.1.3 The remuneration structure to the Executive Directors and Key Managerial Personnel shall include the following components:

(i) Basic Pay;

(ii) Perquisites and Allowances;

(iv) Commission (applicable in case of Executive Directors);

(v) Retiral benefits; (vi) Performance Bonus;

4.2 Remuneration to Non-Executive Directors

4.2.1 The Board, on the recommendation of the Nomination & Remuneration Committee, shall review and approve the remuneration payable to the Non- Executive Directors of the Company within the overall limits approved by the shareholders.

4.2.2 Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof.

4.3 Remuneration to other employees

4.3.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

ANNEXURE-III

FORM No. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm''s length basis.
SI. No.	Name(s) of the related party	Nature of relationship	Nature of contracts/ arrangements/ transactions	Duration of the contracts/ arrangements/ transactions	Salient terms of the contracts or arrangements or transactions including the value, if any	Justification for entering into such contracts or arrangements or transactions''	Date of approval by the Board/ Audit Committee	Amount paid as advances, if any	Date on which the special resolution was passed in General meeting as required under first proviso to section 188
	NOT APPLICABLE

2. Details of material contracts or arrangements or transactions at Arm''s length basis.
SI No.	Name (s) of the related party	Nature of relationship	Nature of contracts/ arrangements/ transactions	Duration of the contracts/ arrangements/ transactions	Salient terms of the contracts or arrangements or transactions including the value, if any	Date of approval by the Board /Audit Committee	Amount paid as advances, if any
1	Maruti Suzuki India Ltd.	Associate Company	Sale, Purchase or Supply of goods or Materials	Ongoing Transactions	Transactions in the ordinary course of business which are based on transfer pricing guidelines	19.04.2017	Nil
2	Neel Metal Products Ltd.	Public Company in which Director is a director Holding more than 2% of its paid up share capital	Sale, Purchase or Supply of goods or Materials	Ongoing Transactions	Transactions in the ordinary course of business which are based on transfer pricing guidelines	19.04.2017	Nil

ANNEXURE - IV Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2017-18

1.	A brief outline of the company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.	As per Section - Corporate Social Responsibility in Directors'' Report.
2.	Composition of the CSR Committee	i. Mr. U. C. Agarwal, Chairman ii. Mr. D. P. Agarwal, Member iii. Ms. Esha Arya, Member
3.	Average net profit of the Company for last three financial years	Rs. 6,027.40 Lakhs
4.	Prescribed CSR Expenditure (two per cent of the amount mentioned in item 3 above)	Rs. 120.55 Lakhs
5.	Details of CSR spent during the financial year:
	a. Total amount to be spent for the financial year	Rs. 121.93 Lakhs
	b. Amount unspent, if any	NIL
	c. Manner in which the amount spent during the financial year	As per detail given below

Detail of amount spent on CSR activities during the financial year 2017-18:
SI. No.	CSR Project or activity identified	Sector in which the project is covered	Projects or Programs (1) Local area or other (2) Specify the State and District where projects or programs was undertaken	Amount outlay (budget) project or program wise (Rs. in Lakhs)	Amount spent on the projects or programs Sub heads: (1) Direct Expenditure on the project or programs (2) Overheads: (Rs. in Lakhs)	Cumulative expenditure up to the reporting period i.e. FY2017-18 (Rs. in Lakhs)	Amount spent: Direct or through implementing agencies
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)
1.	Promoting women empowerment by establishing institutions and Medical relief to the people	Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.	Local Area	75.00	75.00	75.00	Through Implementing Agency:-Shri Madhav Jan Sewa Nyas
2	Medical and Healthcare programmes and women empowerment	Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.	Local Area	25.00	25.00	25.00	Through Implementing Agency :- Moga Devi Minda Charitable Trust

Production & promotion of CDs on moral value/motivation education for distribution at various schools and institutions

Promoting Education

Local Area

16.82

Direct

Plantation of Trees :

Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water

Local Area

5.00

Through Implementing Agency :-Jal Vayu Sanrakshan Samiti

Community Development:

â¢ Promoting Education

â¢ Establishment of Public Libraries

â¢ Setting up of old age homes

â¢ Protection of National Heritage

In Panchkula district of Haryana

0.11

Through implementing agency :- Neel Foundation

6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report- NA

As a responsible corporate citizen, the Company has been implementing societal activities as per prescribed schedule VII of the Companies Act, 2013. Additionally, the Company has spent an amount above 2% of the average net profits of the last three financial years, which is eligible under the CSR rules and will continue to increase this in a step up manner with plans for 2% CSR spend in 2018-19.

7. Responsibility Statement

The Responsibility Statement of the Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company is reproduced below:

The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with the CSR objectives and Policy of the Company.

Sd/-	Sd/-
S. K. Arya	U. C. Aggarwal
Chairman & Managing Director	Chairman, CSR Committee
DIN: 00004626	DIN: 00012468

ANNEXURE - V FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

M/s Jay Bharat Maruti Limited

Regd. Office.:-601, Hemkunt Chambers, 89, Nehru Place, New Delhi-110019

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Jay Bharat Maruti Limited, (hereinafter called "the Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended 31st March 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31st March 2018 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (''SCRA) and the Rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

a. The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent

of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (No event took place under this Act during Audit period);

iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (No event took place under this Regulation during Audit period);

d. The Securities and Exchange Board of India (Share based Employees Benefit) Regulation,2014; (No event took place under this Regulation during Audit period );

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (No event took place under this Regulation during Audit period );

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (No event took place under this Regulation during Audit period);

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (No event took place under this Regulation during Audit period ); and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations,1998(No event took place

under this Regulation during Audit period);

v. There were no specific laws applicable to the Company by virtue of the Company being engaged in the business of auto

ancillary/components manufacturing, as informed by the management of the Company, during the period under audit.

We have also examined compliance with the applicable clauses of the following:

I. Secretarial Standards issued by The Institute of Company Secretaries of India on Board Meetings (SS-1) and General Meetings (SS-2);

II. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under audit, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc.

We further report that-

The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non-Executive Directors, Independent Directors and Women Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. However, after resignation of Shri Virender Ganda, Independent Director w.e.f 16th January 2018, the number of Independent Directors have come down to three from required four Independent Directors. The Company, through written representation, has informed us that the company took necessary steps to identify and appoint to fill the vacancy of Independent Director and the Nomination and Remuneration committee of the company has recommended Mr. Dhanendra Kumar (DIN:05019411) in its meeting held on 16th July 2018, to the Board of Directors for his appointment as Independent Director. The Board has appointed Mr. Dhanendra Kumar (DIN: 05019411) as Independent Director in its Board Meeting held on 16th July 2018.

Adequate notice has been given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as per the minutes, as duly recorded and signed by the Chairman, of the meeting of the Board of Directors or committees of the Board, therefore no dissenting views were there required to be recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance in respect of applicable laws , rules, regulations and guidelines etc.

We further report that during the audit period the Company has undertaken no activities having a major bearing on the Company''s Affairs in pursuance of the above referred laws, rules, regulations, guidelines, etc.

	For Dhananjay Shukla & Associates
	Company Secretaries
	Sd/-
	Dhananjay Shukla
Date: 16th July 2018	Proprietor
Place: Gurugram	FCS-5886, CP No. 8271

''Annexure-A''

To,

The Members,

M/s Jay Bharat Maruti Limited

Regd. Office:-601, Hemkunt Chambers,

89, Nehru Place,

New Delhi-110019

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. We have not examined the compliance by the company with applicable financial laws like Direct and Indirect Tax Laws, since the same has been subject to review by the Statutory and other Audit and by other designated professionals.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test check basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

	For Dhananjay Shukla & Associates
	Company Secretaries
	Sd/-
	Dhananjay Shukla
Date: 16th July 2018	Proprietor
Place: Gurugram	FCS-5886, CP No. 8271

ANNEXURE- VI

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earning & Outgo required under the Companies (Accounts) Rules, 2014

A. Conservation of energy

(i) Steps taken for conservation of energy

Various energy conservation measures taken by the Company during the year under review are:

(a) AC Drive provided in paint shop on Oven Exit Blower and canopy entry blower to reduce energy consumption when oven door is closed.

(b) AC Drive provided in Paint shop on Oven Main Blower to reduce energy consumption when oven door is open.

(c) Interlock provided in paint shop so that KOD Degreasing Pump is off when no basket in KOD and Degreasing Tank. Frequency of oven blower also reduced from 50 HZ to 40 HZ.

(d) Interlock provided at the scrap conveyor so that it will be off during die change.

(e) Three phase Fan (750 watt & 550 watt) replaced with single phase Fan (180 watt & 100 watt) as per cooling air requirement.

(f) Reduction of compressed air by 100 CFM by change in pipeline layout in Exhaust and Axle Line.

(g) Installation of LED Light in PDI Area and inspection table in place of conventional lights.

(ii) Steps taken by the Company for utilizing alternate source of energy

Installation of solar systems for using solar energy which will be a low cost source of energy and beneficial for eco system for its new plant at Vithlapur, Gujarat.

(iii) Capital Investment on energy conservation equipments

All energy conservation measures have been taken by process optimization without any major capital investment.

B. Technology absorption

(i) Efforts made towards technology absorption

(a) To meet the business requirements, the Company has imported and absorbed the Japanese Technology for production of Rear Axle for new models of MSIL. Welding process designing, line layout is finalized by the Company under guidance of Yorozu Corporation, Japan. Complete manufacturing, installation and fine tuning of the line is done by local team.

(b) To meet the stringent quality requisites for Rear axles in new models , Company has introduced a state of art MIG welding technology "Active - Tawers series Robot by Panasonic", the Key features includes - High operating speed of the order 100 cm / min In comparison to 50 cm/ min in conventional robot, without sacrificing - Weld penetration and generates very low spatters - at New Wagonr rear axle line - J3.

(c) MIG-Weld bead analysis by " Online checking through vision camera ", to prevent the poor weld parts to escape to next weld station - at Ignis rear axle line - J1.

(ii) The benefit derived like production improvement, cost reduction, product development or import substitution

(a) The above projects helped us in reduction of development time and subsequent reduction in investment.

(b) Saving of foreign exchange due to localization of ''Rear Axle production line''.

(d) Introducing Vision camera for weld analysis, is a good initiative to keep a check on weld quality output and control the NG parts to Outflow.

(e) PRESS SHOP FAGOR (SPAIN) make SERVO lead press installed in J2 plant for following advantages

i). More flexibility for draw operations of typical parts as slide speed can be controlled at various stages of single cycle.

ii) No flywheel, clutch & brake and related controls. Less maintenance & ease in operation. iii) Latest technology in stamping for better draw quality, longer die life, lesser noise during operation & lesser power consumption.

(iii) Information regarding imported technology (Imported during last three years)

Detail of Technology Imported	Technology Imported from	Year of Import	Whether the Technology been fully absorbed
For Manufacturing of Rear Axle of Baleno Model of MSIL	Yorozu Corporation, Japan	2015-16	Yes
For Manufacturing of Rear Axle of New Swift Dzire Model of MSIL	Yorozu Corporation, Japan	2016-17	Yes
For manufacturing of Rear Axle of New Swift Dzire Model of MSIL	Yorozu Corporation, Japan	2017-18	Yes

(iv)	Expenditure incurred on research and development
SI. No.	Particulars	(Rs. in Million)
(a)	Capital	Nil
(b)	Revenue	6.41
	Total:	6.41

(v)	Foreign Exchange Earnings and Outgo
	Particulars	(Rs. in Million)
	Foreign exchange earned in terms of actual inflow	Nil
	Foreign exchange outgo in terms of actual outflow	76.25

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR ENDED ON 31.03.2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014]

I.	REGISTRATION & OTHER DETAILS:
1	CIN	L29130DL1987PLC027342
2	Registration Date	19* March, 1987
3	Name of the Company	Jay Bharat Maruti Limited
4	Category/Sub-category of the Company	Public Company
5	Address of the Registered office & contact details	601, Hemkunt Chambers, 89, Nehru Place, New Delhi - 110019 E-mail: [email protected] Ph. 011-26427104; Fax: 011-26427100
6	Whether listed company	Yes
7	Name, Address & contact details of the Registrar & Transfer Agent, if any.	MCS Share Transfer Agent Limited F- 65, 1st Floor, Okhla Industrial Area, Phase -I, New Delhi - 110020 Ph. 011-41609386; 41406149; 41709885

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
S. No.	Name and Description of main products / services	NIC Code of the Product/service	% to total turnover of the company
1	Sheet Metal Components for Automobiles	25910	64.74%
2	Real Axle	29301	25.89%

III.	PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -
SI. No.	Name and Address of the Company	CIN / GIN	Holding / Subsidiary/ Associates	% of Share held	Applicable Section
1.	Maruti Suzuki India Limited	L34103DL1981PLC011375	Associates	29.28	2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(A) Category-wise Share Holding

	No. of Shares held at the beginning of the year [As on 1st April, 2017]				No. of Shares held at the end of the year [As on 31st March, 2018]
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change during the year
A. Promoter''s
(1) Indian
a) Individual/ HUF	3162950	-	3162950	14.61	3162950	-	3162950	14.61	0.00
b) Central Govt	-	-	-	-	-	-	-	-	-
c) State Govt(s)	-	-	-	-	-	-	-	-	-
d) Bodies Corp.	9516350	-	9516350	43.95	9516350	-	9516350	43.95	0.00
e) Banks / FI	-	-	-	-	-	-	-	-	-
f) Any other	-	-	-	-	-	-	-	-	-
Total shareholding of Promoter (A)	12679300	-	12679300	58.56	12679300	-	12679300	58.56	0.00
B. Public Shareholding						-
1. Institutions	-	-	-	-	-	-	-	-
a) Mutual Funds	698540	3400	701940	3.24	108485	3400	111885	00.52	(84.06)
b) Banks / FI	4529	1200	5729	0.03	1459	1200	2659	00.01	(53.58)
c) Central Govt	200	-	200	0.00	98405	-	98405	00.45	49102.5
d) State Govt(s)	-	-	-	-	-	-	-	-
e) Venture Capital Funds	-	-	-	-	-	-	-	-
f) Insurance Companies	10100	1000	11100	0.05	16103	1000	17103	00.08	54.08
q) FIIs	8582	2000	10582	0.05	19513	1600	21113	00.10	99.51
h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-
i) Others (specify)	-	-	-	-	-	-	-	-
Sub-total (B)(1):-	721951	7600	729551	3.37	243965	7200	251165	1.16	(65.71)
2. Non-Institutions
a) Bodies Corp.
i) Indian	3792336	668404	4460740	20.60	3955981	668400	4624381	21.35	3.66
ii) Overseas	-	-	-	-	-	-	-	-
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.. 2 lakh	2042665	466852	2509517	11.59	2556322	351232	2907554	13.43	15.86
ii) Individual shareholders holding nominal share capital in excess of Rs..2 lakh	1034694	48800	1083494	5.00	963827	48800	1012627	4.68	(6.54)
c) Others (specify)
NBFCs Registered with RBI		-	-	-	175	-	175	0.00	.00
Non Resident Indians	105398	82000	187398	0.86	125198	49600	174798	0.82	(6.72)
Overseas Corporate Bodies	-	-	-	-	-	-	-	-
Foreign Nationals	-	-	-	-	-	-	-	-
Clearing Members	-	-	-	-	-	-	-	-
Trusts	-	-	-	-	-	-	-	-
Foreign Bodies - D R	-	-	-	-	-	-	-	-
Sub-total (B)(2):-	6975093	1266056	8241149	38.07	7601503	1118032	8719535	40.28	5.80
Total Public Shareholding (B) = (B)(1) (B)(2)	7697044	1273656	8970700	41.44	7845468	1125232	8970700	41.44	0
C. Shares held by Custodian for GDRs & ADRs	-	-	-	-	-	-	-	-
Grand Total (A B C)	20376344	1273656	21650000	100	20524768	1125232	21650000	100	0

(B) Shareholding of Promoters-

		Shareholding at the beginning of the year [As on 1st April, 2017]			Shareholding at the end of the year [As on 31st March, 2018]
SI. No.	Shareholder''s Name	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	% change in shareholding during the year
1	Maruti Suzuki India Limited	6340000	29.28	-	6340000	29.28	-	-
2	ANS Holding Pvt. Ltd.	2029000	9.37	-	2029000	9.37	-	-
3	Sanjay Singhal	1900400	8.78	-	1900400	8.78	-	-
4	JBM Industries Ltd.	616000	2.85	-	616000	2.85	-	-
5	Sanjay Singhal (HUF)	500000	2.31	-	500000	2.31	-	-
6	Shrey Singhal	445600	2.06	-	445600	2.06	-	-
7	Super Auto Industries (P) Ltd.	324000	1.50	-	324000	1.50	-	-
8	A To Z Securities Ltd.	207350	0.96	-	207350	0.96	-	-
9	Surendra Kumar Arya	177350	0.82	-	177350	0.82	-	-
10	Neelam Arya	106800	0.49	-	106800	0.49	-	-
11	Surendra Kumar Arya (HUF)	28800	0.13	-	28800	0.13	-	-
12	Nishant Arya	4000	0.02	-	4000	0.02	-	-
	Total:	12679300	58.56	-	12679300	58.56	-	-

(C) Change in Promoters'' Shareholding:

SI. No.	Name	Shareholding		Date	Increase/ Decrease in Shareholding	Reason	Cumulative Shareholding during the year (01.04.17 to 31.03.18)
		No. of shares at the beginning (01.04.2017) / end of the year (31.03.2018)	% of total Shares of the Company				No. of shares	% of total Shares of the Company
NIL

(D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

SI. No.	Name	Shareholding	ing	Date	Increase / Decrease in Shareholding	Reason	Cumulative Shareholding during the year (01.04.17 to 31.03.18)
		No. of shares at the beginning (01.04.2017) / end of the year (31.03.2018)	% of total Shares of the Company				No. of shares	% of total shares of the company
1.	Focal Leasing & Credits Ltd.	981336 981336	4.53 4.53	01.04.2017 31.03.2018	-	-	981336	4.53
2.	SMC Credits Ltd.	822800 822800	3.80 3.80	01.04.2017 31.03.2018	-	-	822800	3.80
3.	Shuklamber Exports Ltd.	800452 800452	3.70 3.70	01.04.2017 31.03.2018	-	-	800452	3.70
4.	Amity Infotech	615965	2.85	01.04.2017
	Pvt. Ltd.	615965	2.85	31.03.2018	-	-	615965	2.85
5.	Pine Consultant Pvt. Ltd.	600800 600800	2.78 2.78	01.04.2017 31.03.2018	-	-	600800	2.78
6.	Kedar Dattatraya Borgaonkar	429788	1.99	01.04.2017
	Kedar Dattatraya Borgaonkar			07.04.2017	-4136	Sale	425652	1.97
				14.04.2017	2500	Purchase	428152	1.98
				05.05.2017	-1250	Sale	426902	1.97
				08.09.2017	14048	Purchase	440950	2.04
				01.12.2017	16000	Purchase	456950	2.11
		456950	2.11	31.03.2018			456950	2.11
7.	Super Auto Industries Pvt. Ltd.	199662	0.92	01.04.2017
				21.07.2017	-8000	Sale	191662	0.89
		191662	0.89	31.03.2018			191662	0.89
8.	AS. Lamba	180000	0.83	01.04.2017 14.04.2017	-200	Sale	179800	0.83
				21.04.2017	200	Purchase	180000	0.83
				28.04.2017	-700	Sale	179300	0.83
				05.05.2017	-700	Sale	178600	0.82
				07.07.2017	500	Purchase	179100	0.83
				14.07.2018	2000	Purchase	181100	0.84
				18.08.2017	900	Purchase	182000	0.84
				27.10.2017	-300	Sale	181700	0.84
				10.11.2017	-1100	Sale	180600	0.83
				17.11.2017	-1600	Sale	179000	0.83
				24.11.2017	-3000	Sale	176000	0.81
				01.12.2017	-1000	Sale	175000	0.81
				08.12.2017	-1000	Sale	174000	0.80
				15.12.2017	-1000	Sale	173000	0.80
				05.01.2018	2000	Purchase	175000	0.81
				09.03.2018	-1000	Sale	174000	0.80
		174000	0.80	31.03.2018			174000	0.80

SI. No.	Name	Shareholding		Date	Increase/ Decrease in Shareholding	Reason	Cumulative Shareholding during the year (01.04.17 to 31.03.18)
		No. of shares at the beginning (01.04.2017) / end of the year (31.03.2018)	% of total Shares of the Company				No. of shares	% of total shares of the company
9.	D. Srimathi	116146	0.54	01.04.2017
				09.06.2017	2500	Purchase	118646	0.55
				12.01.2018	871	Purchase	119517	0.55
		119517	0.55	31.03.2018			119517	0.55
10.	Kedar Dattatraya Borgaonkar	153706	0.71	01.04.2017
	Kedar Dattatraya Borgaonkar			07.04.2017	-8559	Sale	145147	0.67
				14.04.2017	-2500	Sale	142647	0.66
				05.05.2017	-9330	Sale	133317	0.62
				12.05.2017	-14525	Sale	118792	0.55
				19.05.2017	-400	Sale	118392	0.55
				04.08.2017	-2500	Sale	115892	0.54
				15.09.2017	-9501	Sale	106391	0.49
				06.10.2017	-2621	Sale	103770	0.48
				13.10.2017	-54	Sale	103716	0.48
		103716	0.48	31.03.2018			103716	0.48
11.	L and T Mutual Fund Trustee Ltd-L and T India Value Fund	690654	3.19	01.04.2017
				26.05.2017	15757	Purchase	706411	3.26
				30.06.2017	10000	Purchase	716411	3.31
				07.07.2017	-36293	Sale	680118	3.14
				14.07.2017	-26585	Sale	653533	3.02
				21.07.2017	-148980	Sale	504553	2.33
				28.07.2018	-11044	Sale	493509	2.28
				04.08.2017	-17293	Sale	476216	2.20
				18.08.2017	-27816	Sale	448400	2.07
				13.10.2017	-178589	Sale	269811	1.25
				02.02.2018	-21263	Sale	248548	1.15
				16.02.2018	-6306	Sale	242242	1.12
		97563	0.45	31.03.2018	-144589	Sale	97653	0.45

(E) Shareholding of Directors and Key Managerial Personnel:

		Shareholding at the beginning of the year		Cumulative Shareholding during the year
SI. No.	Shareholding of each Directors and each Key Managerial Personnel	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	Surendra Kumar Arya
	At the beginning of the year	177350	0.82
	Sale/Purchase during the year	-	-
	At the end of the year	177350	0.82	177350	0.82
2	Nishant Arya
	At the beginning of the year	4000	0.02
	Sale/Purchase during the year	-	-
	At the end of the year	4000	0.02	4000	0.02
3	Anand Swaroop
	At the beginning of the year	2000	0.01
	Sale/Purchase during the year	-	-
	At the end of the year	2000	0.01	2000	0.01

V. INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due for payment.

				(Rs in Million)
	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	2,553.58	-	-	2,553.58
ii) Interest due but not paid	2.37	-	-	2.37
iii) Interest accrued but not due	5.81	-	-	5.81
Total (i ii iii)	2,561.76	-	-	2,561.76
Change in Indebtedness during the financial year
* Addition	430.27	-	-	430.27
* Reduction	-	-	-	-
Net Change	430.27	-	-	430.27
Indebtedness at the end of the financial year
i) Principal Amount	2983.85	-	-	2983.85
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	13.93	-	-	13.93
Total (i ii iii)	2,997.78	-	-	2,997.78

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:			(Rs in Million)
S.No.	Particulars of Remuneration	Name of MD/WTD/ Manager	Total Amount
		Mr. S. K. Arya Chairman & Managing Director
1	Gross salary
1	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	19.55	19.55
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	3.96	3.96
	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961	.	.
2	Stock Option	-	-
3	Sweat Equity	-	-
4	Commission - as % of profit - others, specify...	17.54	17.54
5	Others, please specify	-	-
	Total (A)	41.05	41.05
	Ceiling as per the Act	Rs. 43.94 Million (being 5% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013

B. Remuneration to other Directors						(Rs in Million)
SI. No.	Particulars of Remuneration	Name of Directors				Total Amount
1	Independent Directors:	Mr. U.C. Agarwal	Mr. D.P. Agarwal	Mr. Achintya Karati	Mr. Virender Ganda
	Fee for attending board /committee meetings	0.18	-	0.14	0.02	0.34
	Commission	-	-	-	-	-
	Others, please specify	-	-	-	-	-
	Total (1)	0.18	-	0.14	0.02	0.34
2	Other Non-Executive Directors	Mr. Nishant Arya	Ms. Esha Arya	Mr. Rajiv Gandhi
	Fee for attending board /committee meetings	0.12	_	0.08		0.20
	Commission	-	-	-		-
	Others, please specify	-	-	-		-
	Total (2)	0.12	-	0.08		0.20
	Total (B) = (1 2)	0.30	-	0.22		0.54
	Total Managerial Remuneration*					41.59*
	Overall Ceiling as per the Act	Rs 9.27 Million (Being 1% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013)

* Total Remuneration to the Chairman and Managing Director and other Directors (being the Total of A and B)

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

As per the provisions of section 136 (1) read with relevant proviso of Companies Act 2013, the aforesaid information is excluded from this Annexure. Any member interested in obtaining such information may write to the Company Secretary at the registered office or the corporate office of the Company.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority [RD/NCLT/ COURT]	Appeal made, if any (give Details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty			NIL
Punishment
Compounding
C. OTHER OFFICERS IN DEIFAULT
Penalty
Punishment
Compounding

Mar 31, 2017

To the Members,

The Directors are pleased to present the Thirtieth Annual Report on business and operations of your Company together with the Audited Financial Statement for the Financial Year ended 31^st March, 2017.

1. FINANCIAL RESULTS

The Company''s financial performance, for the year ended 31^st March, 2017 is summarized below:

(Rs. in Millions)

Particulars	2016-17	2015-16
Total Income	17334.71	14843.82
Earnings before interest, depreciation, tax and amortization (EBIDTA)	1,345.22	1208.73
Finance Cost	182.98	221.40
Depreciation	414.30	390.24
Profit Before Tax	747.93	597.09
Tax Expense	210.19	199.02
Profit after Tax	537.74	398.07
Balance brought forward	2108.81	1,779.46
Profit available for appropriation	2646.55	2,177.53
General Reserve	Nil	16.60
Dividend Paid	43.30	43.30
Corporate Dividend Tax	8.81	8.82
Balance carried forward to Balance Sheet	2594.44	2,108.81

2. FINANCIAL HIGHLIGHTS

The Company recorded a total income of Rs. 17,334.71 Millions during the financial year 2016-17 as compared to Rs. 14,843.82 Million in the previous year, an increase of 16.78%, which is due to Raw Material price increase in 2016-17. The profit after tax was Rs. 537.74 Millions in the financial year 2016-17 as compared to Rs. 398.07 Millions in the previous year, an increase of 35.09%, due to benefit of section 32AC of the Income Tax Act, 1961 has been claimed during the year.

3. DIVIDEND AND APPROPRIATION

(A) Dividend

Your Directors have recommended a dividend of Rs. 2.50 (i.e. 50%) per equity share for the financial year ended 31^st March, 2017, amounting to Rs. 54.12 Millions (inclusive of Corporate Dividend Tax of Rs. 11.02 Millions). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to the members whose name appears in the Register of Members as on 12^th August, 2017 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited, as beneficial owners as on that date.

(B) Appropriation

During the financial year 2016-17, an amount of Rs. Nil was transferred to the General Reserve from the Profits of the Company.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is given separately, forming part of the Annual Report.

5. CREDIT RATING

ICRA has assigned its credit rating of A1 for short term instruments which is the highest rating for credit quality and upgraded the rating for long term debt Instruments from A to AA- and indicating the outlook on the long term rating as "Stable".

6. QUALITY

Your Company has implemented International Quality Management System based on the requirement of ISO/TS 16949:2009. The Company has established, implemented and is maintaining an Information Security Management System. During the year, ISO 14001 surveillance was carried out by M/s American System Registrar, LLC and the auditors recommended the continuation of the ISO 14001. Apart from the above, your Company is also 0HSAS-18001:2007 and IS0-14001:2015 certified.

Your Company had also taken various initiatives during the year for ISQ awareness like ISQ Walks, ISQ Audits, ISQ Awards, awareness sessions, special week observations, vigilance awareness week which enhances the three values viz., Integrity, Safety and Quality.

7. HUMAN RESOURCES

The overall employee relations were peaceful and harmonious throughout the year. Your Company continued to create a productive, learning and caring environment by implementing robust and comprehensive HR processes.

8. FIXED DEPOSITS

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

Ms. Esha Arya (DIN 00004836) will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board of Directors recommend her re-appointment. A brief profile and other details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the notice of 30th Annual General Meeting of the Company.

Key Managerial Personnel

Mr. Dinesh Kumar has resigned from the post of Company Secretary and Compliance officer from the Company with effect from 3^rd December, 2016. In his place, Mr. Ravi Arora has been appointed as Company Secretary and Compliance Officer of the Company with effect from 5^th December, 2016. Further, Mr. Ravi Arora was also appointed and designated as Key Managerial Personnel of the Company from 16^th January, 2017 as per the provisions of Section 203 of the Companies Act, 2013 and rules made there under.

10. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors of the Company have given a declaration confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 ("the Act") and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

The terms of appointment of Independent Directors may be accessed on the Company''s website at the link: http://www.jbm-group.com/pdfs/Jay-Bharat-Maruti-Ltd-terms-conditions-of-appointment-of-Independent-Directors.pdf

11. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, Directors individually as well as evaluation of its Committees. The evaluation criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the Board and effective decision making.

12. REMUNERATION POLICY

The policy for selection of Directors and determining Directors independence, the Remuneration Policy for Directors, Key Managerial Personnel & other employees are attached herewith and marked as Annexure- I and II respectively.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended 31^st March, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(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 as at 31^st March, 2017 and of the profit of the Company for the year ended on that date;

(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 are operating effectively; and

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

14. MEETINGS OF THE BOARD

15. AUDIT COMMITTEE

The Audit Committee comprises three Independent Directors & one Non-Executive Director namely Mr. U. C. Aggarwal as Chairman, Mr. D. P. Agarwal, Mr. Achintya Karati and Mr. Nishant Arya as members. The powers and role of the Audit Committee are included in the Report on Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.

16. CORPORATE GOVERNANCE

17. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered during the year were in the ordinary course of business and were on arm''s length basis.

Omnibus approval is obtained from the Audit Committee for the related party transactions which are foreseen and repetitive in nature. A statement of all related party transactions were placed before the Audit Committee on quarterly basis for review.

The Policy on ''materiality of and dealing with related party transactions'', as approved by the Board may be accessed on the Company''s website at the link: http://www.jbm-group.com/pdfs/JBML-Policy-on-Related-Party-Transaction.pdf

18. CORPORATE SOCIAL RESPONSIBILITY

In compliance of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility Committee (''CSR Committee''). The detailed terms of reference of the Corporate Social Responsibility Committee is provided in the Report on Corporate Governance. In pursuit of the responsibilities entrusted to the CSR Committee, a policy on Corporate Social Responsibility has been prepared and approved by the Board which may be accessed on the Company''s website at the link: http://www.jbm-group.com/pdfs/Jay-Bharat-Maruti-CSR-policy.pdf

Annual Report on CSR activities of the Company in format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith and marked as Annexure -IV.

19. RISK MANAGEMENT

20. INTERNAL FINANCIAL CONTROLS

The internal financial controls have been put in place across all key business processes of the Company. The internal controls are designed to facilitate and support the achievement of the Company''s business objectives and such controls do enable the Company to adapt to changing and operating environment, to mitigate risks to acceptable levels and to support sound decision making and good governance.

The Company has appointed M/s Sahni Natarajan and Bahl, Chartered Accountants, New Delhi as Internal Auditors to carry out the internal audit. The Internal Auditors'' Reports are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.

The Company endeavors to constantly upgrade the internal financial controls system and periodic evaluation of the same is undertaken by the Senior Management and the Audit Committee of the Board.

21. AUDITORS AND AUDITORS'' REPORT

(a) Statutory Auditors

The Statutory Auditors of the Company M/s Mehra Goel & Co. (Firm Registration No. 000517N), Chartered Accountants, New Delhi will be retiring at the ensuing Annual General Meeting. The members are hereby informed that as per the requirement of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, a Listed Company is required to rotate its Auditors, once in a span of Ten years, while there is a transition period given to change the auditors by the new Companies Act, 2013. Therefore, consequently the new Statutory auditors is required to be appointed for a period of five (5) years in the forthcoming Annual General Meeting.

Accordingly, the Board of Directors in their meeting held on 18^th July, 2017 on the basis of the recommendations of the Audit Committee approved the appointment of M/s Sahni Natarajan and Bahl, Chartered Accountants, (Firm Registration No. 002816N) to appoint the new Statutory Auditors of the Company for the period of 5 (Five) years from the conclusion of the 30^th Annual General meeting of the Company till the conclusion of 35^th Annual General Meeting of the Company to be held in the year 2022 in place of the retiring Auditors.

ANNIIAI RFPORT 2016-17 19

Further, the Report given by the Statutory Auditors M/s Mehra Goel & Co. (Firm Registration No. 000517N), Chartered Accountants, New Delhi on the financial statement of the Company is a part of the Annual Report. The notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

(b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company had appointed Mr. Dhananjay Shukla of M/s Dhananjay Shukla & Associates, Company Secretaries, Gurugram, Haryana as its Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2016-17. The Report given by the Secretarial Auditors is annexed as Annexure-V and forms an integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

22. AWARDS AND ACCOLADES

- Your Company has been recognized for the superior performance in the field of Design & Development for the year 2016-17 by Maruti Suzuki (India) Limited.

- Your Company has been awarded for the superior performance in the field of Tooling Localization for the year 201617 by Maruti Suzuki (India) Limited.

- Your Company has been acknowledged for the superior performance in the field of Yield Improvement for the year 2016-17 by Maruti Suzuki (India) Limited.

- Your Company''s Quality circle team have been awarded with the 2^nd rank in the 13^th Quality Circle Competition organized by Automotive Component Manufacturers Association of India (ACMA).

23. NEW PLANT AT VITHALAPUR, GUJARAT

Your company is in the process to set up a new a manufacturing plant at Vithlapur Gujarat by making an investment of Rs 243 Crores approx. and this new unit is expected to get operational by December, 2017. This new unit, initially, will cater the requirement of the Suzuki Motor Gujarat Private Limited (SMG) by manufacturing the components for the new models of vehicles viz., Swift Dzire and Baleno Models of the M/s Maruti Suzuki India Limited(MSIL). In pursuit of technology up gradation, your company is installing automated transfer press line, robotic tendam press line, progressive press line, state of the art robotic welding line and CED paint shop at new plant which will provide an edge to your company against competitors.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism (Whistle Blower Policy) is available on the Company''s website, which may be accessed at the link: http://www.jbm-group.com/pdfs/JBML Whistle-Blower-Policy.pdf

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

26. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the Company between the end of the financial year of the Company i.e. 31^st March, 2017 and the date of this Report i.e. 18^th July, 2017.

27. DETAIL OF SUBSIDARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

None of the Company has become or ceased to become the subsidiary, joint venture or associate of the Company during the Financial Year 2016-17.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDER

No significant and material order have been passed by any regulator or court or tribunal impacting the going concern status or future operations of the Company.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always endeavored for providing a better and safe environment free of sexual harassment at all its work places.

31. EXTRACT OF ANNUAL RETURN

32. EMPLOYEES STOCK OPTION PLANS /SCHEMES

No Employee Stock Options were granted to the Directors or Employees of the Company during the year under review.

33. PARTICULARS OF EMPLOYEES

However, as per the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining a copy of such information may write to the Company Secretary at the registered office of the Company and the same will be furnished without any fee.

34. ACKNOWLEDGEMENT

Your Directors also wish to express their sincere appreciation for the assistance and co-operation received from the Banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by the Company''s executives, staff and workers.

For and on behalf of the Board of Directors

Sd/-

S. K. Arya

Place: Gurugram Chairman & Managing Director

Date: 18^th July, 2017 DIN: 00004626

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty Eighth Annual Report on business and operations of your Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2015.

1. FINANCIAL RESULTS

The Company's financial performance, for the year ended 31st March, 2015 is summarized below:

(Rs. In Million)

Particulars 2014-15 2013-14

Total Revenue 13,015.35 12,142.17

Earnings before interest, depreciation, 1,127.79 1,088.36 tax and amortization (EBIDTA)

Finance Cost 213.28 215.82

Depreciation 382.03 455.41

Profit before exceptional & extraordinary 532.48 417.13 item and Tax

Exceptional Items - 144.09

Profit Before Tax 532.48 273.04

Tax Expense 132.66 107.86

Profit after Tax 399.82 165.18

Balance brought forward 1,396.24 1,279.32

Profit available for appropriation 1,796.06 1,444.50

Appropriations:

General Reserve 16.60 16.60

Proposed Dividend 43.30 27.06

Corporate Dividend Tax 8.66 4.59

Balance carried forward to Balance Shee 1,727.50 1396.24

2. FINANCIAL HIGHLIGHTS & OPERATIONS

Total revenue (net of excise) was Rs.13,015.35 Million during the year under review as against Rs.12,142.17 Million in the previous year showing an increase of 7.19%. Profit after tax was Rs.399.82 Millionin the current year as against Rs.165.18 Million in the previous year, an increase of 142.05%.The increase in net profit is primarily due to the absence of any exceptional items during the year and low finance cost & depreciation.

3. DIVIDEND AND APPROPRIATION

(A) Dividend

Your Directors have recommended a dividend of Rs.2 (i.e.40%) per equity share (last year Rs.1.25 per equity share) for the financial year ended 31st March, 2015, amounting to Rs.51.96 Millions (inclusive of tax of Rs.8.66 Millions). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on 10th August, 2015 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

(B) Appropriation

During the financial year 2014-15, an amount of Rs.16.60 Million (same as previous year) was transferred to the General Reserve from profits of the Company.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agree- ment with the Stock Exchanges is presented in separate section forming part of the Annual Report.

5. CREDIT RATING

ICRA has affirmed its credit rating of A1 for short term instruments which is the highest rating for credit quality assigned by ICRA and also A rating for long term debt Instruments indicating the outlook on the long term rating as "Stable".

6. QUALITY

Your Company has implemented International Quality Management System in all the four units based on the requirement of ISO/TS 16949:2009. The Company has established, implemented and is maintaining an Information Security Management System. During the year, ISO 14001 surveillance was carried out by M/s American System Registrar, LLC and the auditors recommended the continuation of the ISO 14001. Apart from the above, your Company is also OHSAS-18001:2007 and ISO-14001:2004 certified.

7. HUMAN RESOURCES

The overall employee relations were peaceful and harmonious throughout the year. Your Company continued to create a productive, learning and caring environment by implementing robust and comprehensive HR processes.

8. DEPOSITS

During the year under review, the Company did not accept any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

9. DIRECTORS AND KEY MANAGERIAL PESONNEL

(a) Directors:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Esha Arya, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. Mr. Virender Ganda was appointed as additional Director & Independent Director and Mr. Rajiv Gandhi was appointed as additional Director of the Company, who shall hold office upto the ensuing Annual General Meeting. The Company has received requisite notices in writing from members of the Company proposing the candidature of Mr. Virender Ganda and Mr. Rajiv Gandhi for the office of Director. The Board recommend re-appointment of Ms. Esha Arya, Mr. Virender Ganda and Mr. Rajiv Gandhi. During the year under review, the members approved the appointment of Mr. U. C. Agarwal, Mr. D. P. Agarwal and Mr. Achintya Karati as an Independent Directors, who are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 ("the Act") and Clause 49 of the Listing Agreement with the Stock Exchanges. The terms of appointment of Independent Directors may be accessed on the Company's website at the link: http://www.jbm-group.com/investor-aid.asp?lk=investor2a3

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The policy for selection of Directors and determining Directors independence; and the Remuneration Policy for Directors, Key Managerial Personnel & other employees are attached herewith and marked as Annexure- I and II respectively.

(b) Key Managerial Personnel

Mr. S. K. Arya, Chairman & Managing Director, Mr. Anand Swaroop, President & CFO and Mr. Dinesh Kumar, Company Secretary of the Company are the Key Managerial Personnel and were already in the office before commencement of the Companies Act, 2013. The Board of Directors in their meeting held on 14th January, 2015 designated them as 'Key Managerial Personnel' of the Company in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended 31th March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(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 as at 31th March, 2015 and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 are operating effectively; and

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

11. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as set out by the Regulators/ applicable laws. Accordingly, the Board functions as trustee of the Shareholders and seek to ensure that the long term economic value for its shareholders is achieved while balancing the interest of all the other stakeholders.

A section on Corporate Governance Standards followed by the Company as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is given separately and forms an integral part of this Report.

A certificate from M/s Dhananjay Shukla & Associates, Company Secretaries confirming compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the report on Corporate Governance.

12. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / transactions entered into by the company during the financial year with related parties were in the ordinary course of the business and on arm's length basis. During the year under review, the Company inter alia entered into contract / transactions with two related parties' viz. Maruti Suzuki India Ltd. and Neel Metal Products Ltd. which are considered as 'material' in accordance with the Policy on materiality of and dealing with related party transactions.

The Policy on 'materiality of and dealing with related party transactions' as approved by the board may be accessed on the Company's website at the link: http://www.jbm-grop.com/PRP-Transaction.asp?lk=investor2a4

The disclosure required under sub section (1) of Section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached hereto and marked as Annexure - III.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link: http://www.jbm-group.com/investor-cp.asp?lk=investor2a2

During the year under review, the Company has contributed Rs.5.62 Million (approx. 2% of the average net profits of last three financial years) to Neel Foundation, an eligible Trust having track record of 12 years in undertaking Social Welfare Programme for spending the amounts on CSR activities as per CSR Policy of the Company.

The Annual Report on CSR activities is attached herewith and marked as Annexure - IV.

14. RISK MANAGEMENT

The Company has in place the Risk management Policy which prescribes the methodology for Risk Mitigation of regular operational risk associated with the Company. Various Risks are identified, categorized based on their severity & probability/ likelihood of their occurrence. These operational risks are managed through an enterprise Risk Management System with periodic review and control mechanism. Continuous efforts are made towards Mitigation of Risk arising due to external factors or unforeseen circumstances by way of having adequate Insurance coverage and exploring the possibilities of obtaining coverage wherever possible

15. INTERNAL FINANCIAL CONTROLS

The Company has in place the Standard Operating Procedures for all material business process in order to have robust internal financial controls. To further strengthen the Internal control in routine transactions, the Company has reviewed its segregation of duties in ERP and is in the process of creating standard Roles for all modules and the assigning of authorization in ERP shall be based on such standard roles.

16. AUDITORS AND AUDITORS' REPORT

(a) Statutory Auditors

M/s Mehra Goel & Co., Chartered Accountants, Statutory Auditors hold office till the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self- explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

(b) Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Company had appointed M/s Dhananjay Shukla & Associates, Company Secretaries, Gurgaon, Haryana as its Secretarial Auditors to conduct secretarial audit of the Company for the financial year 2014-15. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for the financial year 2014-15 is annexed herewith and marked as Annexure-V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

17. DISCLOSURES:

(a) Audit Committee

The Audit Committee comprises three Independent Directors & one Non-Executive Director namely Mr. U. C. Agarwal (Chairman), Mr. D. P. Agarwal, Mr. Achintya Karati and Mr. Nishant Arya as members. All the recommendations made by the Audit Committee were accepted by the Board.

(b) Vigil Mechanism/ Whistle Blower Policy

The Company has implemented a Whistle Blower Policy pursuant to which whistle blower can raise concerns relating to reportable matter such as breach of code of conduct, fraud, corruption, employee misconduct, misappropriation of funds, etc. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. Protected disclosures can be made by a Whistle Blower through an e-mail or telephone or a letter to the Ombudsman or to the Chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. The whistle blower policy may be accessed on the Company's website at the link: http://www.jbm-group.com/investor-jmbl-wbp.asp?lk=investor2a

(c) Meetings of the Board

Four meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

(d) Particulars of Loan given, Investment made, Guarantees given and Securities provided

Particulars of loans given, investments made are given in the financial statement. During the year under review, the Company has neither given guarantee nor provided any security to anyone.

(e) Material changes and commitment affecting financial position of the Company

There are no material changes and commitments, affecting the financial position which has occurred between the end of the financial year of the Company i.e. 31th March, 2015 and the date of the Directors' Report i.e. 13th July, 2015.

(f) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure VI to this Report.

(g) No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

(h) No case filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(i) No Employee Stock Options were granted to the Directors or Employees of the Company.

(j) Extract of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return as at 31th March, 2015 is annexed herewith as Annexure VII to this Report.

(k) Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employ- ees drawing remuneration in excess of the limits set out in the said rules are form part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are form part of the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

18. ACKNOWLEDGEMENT

Your Directors acknowledge the continued assistance, guidance and Co-operation received from Maruti Suzuki India Limited & Suzuki Corporation Limited (Japan) and other technical partners.

Your Directors also wish to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by the Company's executives, staff and workers.

For and on behalf of the Board of Directors

Sd/- Place: Gurgaon S. K. Arya Date: 13.07.2015 Chairman & Managing Director

Mar 31, 2014

Dear Members,

On behalf of the Board of Directors of your Company, it is my privilege to present the 27th Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

The Company''s financial performance during the year 2013-14 as compared to previous year 2012-13 is summarized below:

Rs. in Lacs

Particulars 2013-14 2012-13

Total Revenue 121,421.74 118,364.88

Earnings before interest, depreciation, tax and amortization (EBIDTA) 10,883.50 9,704.62

Finance Cost 2,158.15 1,950.00

Depreciation 4,554.07 4,554.35

Profit before exceptional & extraordinary Items and Tax 4,171.28 3,200.27

Exceptional Items 1,440.92 -

Profit Before Tax 2,730.36 3,200.27

Tax Expense 1,078.55 1,047.14

Profit after Tax 1,651.81 2,153.13

Balance brought forward 12,793.15 11,244.96

Profit available for appropriation 14,444.96 13,398.09

Appropriations:

General Reserve 166.00 225.00

Proposed Dividend 270.62 324.75

Corporate Dividend Tax 45.99 55.19

Balance carried forward to Balance Sheet 13,962.35 12,793.15

2. FINANCIAL HIGHLIGHTS & OPERATIONS

Total revenue (net of excise) was Rs.121,421.74 Lacs during the year under review as against Rs. 118,364.88 Lacs in the previous year showing an increase of 2.58%. Profit after tax, after making a provision of Rs.1,440.96 Lacs towards exceptional items, was Rs. 1651.81 Lacs in the current year as against Rs. 2153.13 Lacs in the previous year which is declined By 23.28%.

The operations are discussed in the Management Discussion & Analysis Report forming part of this Report.

3. DIVIDEND AND APPROPRIATION

(A) Dividend

Due to decrease in the profits from the previous years, your Directors recommend a dividend of Rs.1.25 per equity share (previous year Rs. 1.50 per equity share) of the face value of Rs. 5 each on 2,16,50,000 equity shares amounting to Rs. 270.62 Lacs (Previous yearRs. 324.75 Lacs).

(B) Appropriation

During the financial year 2013-14, an amount of Rs.166 Lacs (Rs. 225 Lacs in previous year) was transferred to the General Reserve from the profits of the said year in compliance with the Companies (Transfer of Profits to Reserves) Rules, 1975.

4. CREDIT RATING

ICRA has affirmed its credit rating of A1 for short term instruments, which is the highest rating for credit quality assigned by ICRA and A rating for long term debt Instruments, indicating the outlook on the long term rating as ÂStable".

5. QUALITY

Your Company has implemented International Quality Management System in all the three units based on the requirement of ISO/TS 16949:2009. The Company has established, implemented and is maintaining an Information Security Management System. During the year, ISO 14001 surveillance was carried out by M/s American System Registrar, LLC and the auditors recommended the continuation of the ISO 14001. Apart from the above, your Company is also OHSAS-18001:2007 and ISO-14001:2004 certified.

6. HUMAN RESOURCES

The overall employee relations were peaceful and harmonious throughout the year. Your Company continued to create a productive, learning and caring environment by implementing robust and comprehensive HR processes.

7. FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

8. DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Board at its meeting held on 10th July, 2014 recommended the appointment of Mr. U. C. Agarwal, Mr. D. P. Agarwal and Mr. Achintya Karati as Independent Directors not liable to retire by rotation for a period of 5 (Five) consecutive years upto to 31.03.2019, subject to approval of the shareholders in the General Meeting of the Company. These Directors have given the declaration to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and under Clause 49 of the Listing Agreement with the Stock Exchanges and also confirmed that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013. Mr. Nishant Arya is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Ms. Esha Arya was appointed as an additional Director who shall hold office upto the ensuing Annual General Meeting of the Company. The Company has received requisite request in writing from a member of the Company proposing the candidature of Ms. Esha Arya for the office of Director. The Board recommends her re-appointment as a Director of the Company.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii. appropriate accounting policies have been selected 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 of the Company for that period;

iii. proper and sufficient care had been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. the annual accounts for the financial year ended 31st March, 2014 have been prepared on a going concern basis.

10. AUDITORS AND AUDITORS'' REPORT

The Auditors, M/s Mehra Goel & Co., Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

All the observations made in the Auditors'' Report and Notes to the Accounts are self- explanatory and don''t call for any further comments under the provisions of section 217 of the Companies Act, 1956.

11. COST AUDITORS

In compliance with the notification of the Ministry of Corporate Affairs dated 24th January, 2012 and on the recommendation of the Audit Committee, the Board of Directors have appointed M/s N. K. Jain & Associates, Cost Accountants as Cost Auditors of the Company to conduct the Cost Audit and submit the report for the financial year 2013-14.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of the conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure - I and forms an integral part of this Report.

13. PARTICULARS OF EMPLOYEES

The information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of the Directors'' Report. However, 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 excluding the statement containing the particulars of employees to be provided under Section 217(2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may inspect the same at the registered office of the Company or write to the Company Secretary for a copy thereof.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges is given separately and forming part of this Report.

15. REPORT ON CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section titled ''Report on Corporate Governance'' and Auditors'' Certificate on its compliance is annexed hereto, forms part of this report.

16. LISTING

The shares of your Company continued to be listed at the BSE Ltd. (ÂBSE") and National Stock Exchange of India Ltd. (ÂNSE").

17. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remains unpaid or unclaimed for a period of 7 years have been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provisions of Section 205C of the said Act.

18. ACKNOWLEDGEMENT

Your Directors acknowledge the continued assistance, guidance and Co-operation received from M/s Maruti Suzuki India Limited & M/s Suzuki Corporation Limited (Japan) and other technical partners.

Your Directors also wish to convey their sincere thanks for the continuous support of the Central Government, State Government, Customers, Bankers and Suppliers / Vendors and other business associates and solicit their continuous support in future as well.

Your Directors take note of this sincere efforts of all the employees at all levels in attaining the current level of achievements.

For and on behalf of the Board

Sd/-

Place: Gurgaon (Haryana) S. K. ARYA

Date: 10th July, 2014 Chairman & Managing Director

Mar 31, 2013

Dear Members,

M/s Jay Bharat Maruti Limited

The behalf of the Board of Directors of your Company, it is my privilege to present the 26th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the fnancial year ended 31st March, 2013 and Auditor''s Report thereon.

Financial Results

The summarised fnancials are as below:

Rs. in lacs

Particulars 2012-13 2011-12

Sales and other Income (Gross) 1,34,198 1,21,607

Earnings before interest, depreciation, tax and amortisation (EBIDTA) 9,705 8,845

Financial Cost 1,950 2,151

Depreciation 4,554 3,802

Proft Before Tax 3,200 2,892

Provision for Tax 1,047 929

Proft After Tax 2,153 1,963

Business Performance

As anticipated during the close of fnancial year 2011-12, the recovery of automobile sales during 2012-13 were far from being modest and as a natural corollary, the growth of auto component / auto ancillaries also suffered.

The economic recession, high infation / interest rates blew away the momentum which was driving the sale of automobiles.

The sale of our esteemed joint venture partner, M/s Maruti Suzuki India Limited (MSIL) grew by a modest 3.30% during the fnancial year ended 31st March, 2013. The labour unrest at the Manesar Plant of MSIL also affected its operations.

The lower growth in the operations of our JV partner majorly affected the operations of your Company as your Company''s maximum supplies are to MSIL.

However, the margins of your Company have improved due to better operational effciency and lower fnancial cost.

During the fnancial year 2012-13, the gross turnover of the Company was Rs.1,34,198 lacs as against Rs.1,21,607 lacs in 2011-12, an increase of 10.35% (YoY). Proft After Tax was Rs.2,153 lacs in 2012-13 as against Rs.1,963 lacs in 2011-12, an increase of 9.68% (YoY).

Dividend & Appropriations

Dividend

Considering the performance of your Company from the previous year, your Directors recommend a dividend of 30% (i.e. Rs.1.50/- per equity share of Rs.5/- each) for the fnancial year 2012-2013 as against a dividend of 30% (i.e. Rs.1.50 per equity share of Rs.5/- each) for the fnancial year 2011-12.

Appropriation

During the year 2012-13, an amount of Rs.225 lacs (in 2011-12 - Rs.180 lacs) was appropriated to the General Reserve.

The dividend income is tax free in the hands of shareholders.

Credit Rating

A. Icra Rating:

ICRA has re-affrmed its credit rating of A1 for short term instruments which is the highest rating for credit quality assigned by ICRA and A rating for long term debt Instruments indicating the outlook on the long term rating as ''StableÂ.

B. Crisil Rating

CRISIL has awarded A1 rating for Commercial Paper (CP) which indicates that the degree of safety regarding timely payment on the instrument is very strong.

Quality

Your Company has implemented International Quality Management System in all the three manufacturing facilities based on requirement of ISO / TS 16949:2009. Apart from the above, your Company has also acquired the following certifcations in all the three manufacturing facilities:

(i) OHSAS-18001:2007 (ii) ISO-14001:2004 management Discussion anD analysis RePoRt A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement is annexed hereto, forming part of this Report.

Human Resources

The overall employee relations were peaceful and harmonious throughout the year. Your Company continued to create a productive, learning and caring environment by implementing robust and comprehensive HR processes.

Various initiatives, training programmes provided to the employees are given elsewhere in the report.

Directors

As per the Articles of Association of the Company and the relevant provisions of the Companies Act, 1956, Mr. U.C. Agarwal, Director and Mr. Achintya Karati, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The above appointment is subject to the approval of the members in the ensuing Annual General Meeting. The Brief resume/ details relating to Directors, who are to be re-appointed, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the Notice convening the Annual General Meeting.

Directors'' Responsibility Statement

Pursuant to the requirement under the provisions of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confrmed:

i. that in the preparation of the annual accounts for the fnancial year ended 31st March, 2013, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii. that appropriate accounting policies have been selected and applied 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 as at 31st March, 2013 and of the proft of the Company for the period ended 31st March, 2013;

iii. that proper and suffcient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual accounts for the year ended 31st March, 2013 have been prepared on a going concern basis.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled Report on Corporate Governance along with Auditors'' Certifcate on its compliance is annexed hereto, forming an integral part of this report.

Auditors And Auditors'' Report

The Statutory Auditors, M/s Mehra Goel & Co. will retire at the conclusion of the ensuing Annual General Meeting and offer themselves for re-appointment on being eligible. The Company has received a certifcate from the Auditors to the effect that the re-appointment, if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

The notes on accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

Appointment Of Cost Auditor

In compliance with the notifcation of the Ministry of Corporate Affairs dated 24th January, 2012 and on the recommendation of the Audit Committee, the Board of Directors have appointed M/s N.K. Jain & Associates, Cost Accountants as Cost Auditor of the Company to conduct the audit and submit the report for the fnancial year 2012-13.

Information Pursuant To Section 217(1)(E) Of The Companies Act 1956

The information required under the provisions of Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, is given in Annexure - I and forms an integral part of this Report.

Particulars Of Employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees are set out in the Annexure II to the Directors'' Report.

However, having regard to the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered offce of the Company.

Listing

The shares of your Company continued to be listed at the Bombay Stock Exchange Limited and the National Stock Exchanges of India Limited. Delisting from Calcutta Stock Exchange Limited is pending despite of completion of all formalities from the Company.

Transfer Of Unpaid And Unclaimed Amounts To Investor Education And Protection Fund (Iepf)

Pursuant to the provisions of Section 205A (5) of the Companies Act , 1956, the declared dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the IEPF established by the Central Government pursuant to section 205C of the said Act.

Industrial Relations

The Industrial Relations in the Company remained cordial and peaceful, during the year under review.

Acknowledgement

Your Directors acknowledge the continued assistance, guidance and co-operation received from M/s Maruti Suzuki India Limited & M/s Suzuki Corporation Limited (Japan) and other technical partners.

Your Directors also wish to convey their sincere thanks for continued support of the Central Government, State Government, Customers, Bankers and Suppliers / Vendors and other Business Associates and solicit their continuous support in future as well.

Your Directors take note of sincere efforts of all the employees at all levels in attaining the current level of achievements.

For and on behalf of the Board

Place: Gurgaon S. K. ARYA

Date: 15th April, 2013 Chairman & Managing Director

Mar 31, 2011

Dear Members,

M/s Jay Bharat Maruti Limited

On behalf of the Board of Directors of your Company, it is my privilege to present the 24th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2011 and Auditor's Report thereon.

Financial Results

The summarized financials are as below:

Rs. in Million 2010-11 2009-10

Sales and other Income (Gross) 11943.97 8819.31

Profit Before Tax 566.43 328.16

Provision for Tax 183.38 118.06

Profit After Tax 383.04 210.10

Balance Brought Forward From Previous Year 691.23 541.62

Profit available for Appropriation 1074.27 751.72

Appropriation:

Proposed Dividend 43.30 32.47

Dividend Tax 7.02 5.52

Transferred to General Reserve 40.00 22.50

Balance carried to Balance Sheet 983.95 691.23

Business Performance

This has been a momentous year for your Company as it crossed another milestone of Rs. 10,000 Million in Turnover. Your Company's performance has been truly impressive and this was possible only due to meticulous planning, proper identification of deliverables and then chalking out a perfect strategy towards achieving the deliverables.

Net Sales for the year was Rs. 10,603 Million as against Rs. 8,032 Million in the previous year, showing a growth of 32% (YoY). Profit After Tax (PAT) grew at an impressive rate of 82.38 % (YoY), increasing from Rs. 210 Million in the previous year to Rs. 383 Million in 2010-2011. Earnings per Share (EPS) increased from Rs. 9.70/- per share in the previous year to Rs. 17.69/- per share in 2010-2011, an increase of 82.37 % (YoY).

The automobile industry is seen as a sunrise industry, and our esteemed Joint Venture Partner, Maruti Suzuki India Limited (MSIL) is breaking all records in production as well as in sales, and your Company being in perfect sync with the growth of MSIL, the Management is optimistic that the Company will grow leaps and bounds in times to come.

Dividend

Considering the immaculate performance of your Company, your Directors are pleased to recommend a higher dividend of 40% (i.e. Rs. 2.00/- per equity share of Rs. 5/- each) for the financial year 2010-2011 as against a dividend of 30% (i.e. Rs. 1.50 per equity share for the financial year 2009-10).

The dividend income is tax free in the hands of shareholders.

Credit Rating

A. ICRA Rating:

Your Company has been awarded A1 credit rating by ICRA which is the highest-credit-quality rating assigned by ICRA for short term instruments and LA rating for long term debt Instruments by ICRA.

B. CRISIL Rating

CRISIL has awarded P1 rating for Commercial Paper, which indicates that the degree of safety regarding timely payment on the instrument is very strong.

Quality

Your Company has implemented International Quality Management System in all the three manufacturing facilities based on requirement of ISO/TS 16949:2009 and ISO 9001:2008 certified from American Systems Registrar (ASR).

Management Discussion and Analysis Report

A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement is annexed hereto, forming part of this Report.

Awards / Accolades

Your Company won the following awards from Maruti Suzuki India Limited (MSIL) for the year under review:

-Shield for audit system rating

-Shield for HR Initiative

-Certificate for VA/VE

-Certificate for Improvement in quality

Human Resource Development

Your Company believes that people are the biggest strength of the organisation and there has been a continuous effort to provide them with a congenial work environment.

Suitable training programmes are also arranged for employees wherein they can develop and harness their skills and specialization and contribute to the goals of the organization in a better way.

Various initiatives, training programmes provided to the employees are given elsewhere in this report.

Directors

As per Article of Association of the Company and relevant provisions of the Companies Act, 1956 Mr. Uday Chand Aggarwal, Director and Mr. Achintya Karati, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The above appointment is subject to the approval of the members in the ensuing Annual General Meeting. The Brief resume/ details relating to Directors who are to be re-appointed, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the Notice convening the Annual General Meeting.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

that in the preparation of the annual accounts for the financial year ended 31st March 2011, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

I. that appropriate accounting policies have been selected and applied 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 as at 31st March 2011 and of the profit of the Company for the period ended 31st March 2011;

II. that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

III. that the annual accounts for the year ended 31st March 2011 have been prepared on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled Report on Corporate Governance along with Auditors' Certificate on its compliance is annexed hereto, forming an integral part of this report.

Auditors and Auditors report

The Auditors M/s Mehra Goel & Co. will retire at the conclusion of the ensuing Annual General Meeting and offer themselves for re-appointment on being eligible. The Company has received a certificate from the Auditors to the effect that the re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

The notes on accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments.

Information pursuant to Section 217(1)(e) of the Companies Act, 1956

The information required under Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, is given in Annexure - I and forms an integral part of this Report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees are set out in the Annexure II to the Directors' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Listing

The shares of your Company continued to be listed at Bombay and National Stock Exchanges. Delisting from Calcutta Stock Exchange is pending despite of completion of all formalities from the Company.

Transfer of Unpaid and Unclaimed amounts to IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

Industrial Relations

The Industrial Relations in the Company remained cordial and peaceful, during the year under review.

Acknowledgement

Your Directors acknowledge the continued assistance, guidance and Co-operation received from Suzuki Corporation Limited (Japan) & Maruti Suzuki India Limited and its technical partners Hamamatsu Pipe Co. (Japan), Daiwa Excel (Japan) and Yorozu Corp. (Japan), Futaba Corporation (Japan) and Okomotu Press Co. Limited (Japan).

Your Directors also wish to convey their sincere thanks to continued support of the Central Government, State Government, Customers, Bankers/ Financial Institutions and Suppliers/Vendors and other business partners and solicit their continuous support in future as well.

Your Directors take note of sincere efforts of all the employees at all levels in attaining the current level of achievements.

For and on behalf of the Board

S. K. Arya Chairman & Managing Director

Place : New Delhi Date : 14-07-2011

Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March 2010.

Financial Results

The summarized financials are as below:

(Rs. in million)

Particulars 2009-10 2008-09

Sales and other Income (Gross) 8819.31 7996.20

Profit before Depreciation Interest and Tax 8317.32 6025.78

Profit Before Tax 328.16 162.45

Provision for Tax 118.06 58.84

Profit After Tax 210.10 103.61

Balance Brought Forward From Previous Year 541.62 480.84

Profit available for Appropriation 751.72 584.45 Appropriation:

Proposed Dividend 32.47 21.65

Dividend Tax 5.52 3.68

Transferred to General Reserve 22.50 17.50

Balance carried to Balance Sheet 691.23 541.62

Business Performance

The Indian Auto Industry displayed record performance in domestic market and registered significant growth in export in the year 2009-10

The continuation of governments stimulus package, availability of sufficient liquidity in the market and growth of all sectors of economy has resulted into increase in all round demand of automobiles viz. passenger cars, commercial vehicles along with lower interest rates on auto loans, helped in registering growth of 26.41% of the Automobile Industry. The industry recorded highest ever sales of 12.3 million units, making the cunent financial year 2009-10 the most successful in its history.

However MSIL created history by reaching beyond one million by recording sale of 1018365 units against 792167 units achieved last year, an unprecedented growth of 28.55% over the previous year and joined elite group of auto manufacturers in the world.

Maruti Vehicles continuously surged ahead with Export of 147575 units in 2009-10 as against 70023 units in 2008- 09, an increase of 110.80 % over the previous year.

In line with MSIL growth, the Company recorded Turnover (Gross) of Rs. 8819.31 million against Rs. 7996.20 million of last year. However the profit before tax has gone up by 102 % to Rs. 328.16 million (PY: Rs 162.45 million) and profit after tax by 102.78 % to Rs. 210.10 million (PY: Rs. 103.61 million) . This is all because of control on operating cost & overall utilization of assets to the maximum.

Expansion of Capacity & Manufacturing Facilities

Adjacent to existing plant at Manesar, additional plots were allotted by Maruti Suzuki India Limited (MSIL) at Manesar in Maruti Suppliers Park. Your company also installed New Press Line (1200 T, 800T and 400T x2 ) to increase pressing capacity at Plant II and ACED paint shop was installed at Manesar plant III.

Installation of New ERP

In our continued efforts to bring operational effciency, your company has successfully installed and implemented SAP ERP solution in the company which became operational on January 1, 2010. This installation is expected to bring about overall operational control and reduction in the response time for information and decision making.

Dividend

In view of the increase in Profits, your Directors are pleased to recommend a dividend of 30 % (i.e Rs. 1.50 per equity share of Rs. 5/- each ) for the financial year 2009-2010 as against a dividend of 20% (i.e Rs. 1.00 per equity share) for the financial year 2008-09.

The dividend income is tax free in the hands of shareholders.

Credit Rating

A. ICRA Rating :

As per the requirement of BASEL II, the Company got its rating done by ICRA . Your Company has been awarded A1 rating for short term instruments, which represents the highest-credit-quality rating assigned by ICRA to Short Term Debt Instruments and Instruments rated under this category carry lowest credit risk in the short term.

LA rating is awarded for Long Term Debt Instruments, which represents adequate Ãcredit-quality rating assigned by ICRA to Long Term Debt Instruments.

B. CRISIL Rating

P1 rating is awarded for Commercial Paper by CRISIL, which indicates that the degree of safety regarding timely payment on the instrument is very strong.

Directors

As per Articles of Association of the Company and relevant provisions of the Companies Act, 1956 Mr. Nishant Arya, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The above appointment is subject to the approval of the members in the ensuing Annual General Meeting. The Brief resume/ details relating to Directors who are to be re-appointed are furnished in the explanatory statement of the notice of the ensuing Annual General Meeting

DirectorsÃ Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to DirectorsÃ Responsibility Statement, it is hereby confirmed:

I. that in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

II. that appropriate accounting policies have been selected and applied 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 as at 31st March 2010 and of the profit of the Company for the year ended 31st March 2010;

III. that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. that the annual accounts for the year ended 31st March 2010 have been prepared on a going concern basis.

Management Discussion and Analysis Report

A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement is annexed hereto, forming part of this Report.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled Report on Corporate Governance along with AuditorsÃ Certificate on its compliance is annexed hereto, forming an integral part of this report.

Auditors and AuditorsÃ Report

The Auditors M/s Mehra Goel & Co. will retire at the conclusion of the ensuing Annual General Meeting and , being eligible, offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that the re-appointment, if made, would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

The notes on Accounts referred to in the AuditorsÃ Report are self explanatory and therefore do not call for any further comments .

Information pursuant to Section 217(1)(e) of the Companies Act 1956

The information required under Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, is given in Annexure - I and forms an integral part of this Report.

Particulars of Employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees are set out in the Annexure II to the DirectorsÃ Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Listing

The shares of your Company continued to be listed at Bombay and National Stock Exchanges. Listing fees has already been paid for the financial year 2010-11. Further annual custody fees has also been paid to NSDL & CDSL. The voluntary delisting application is still pending at the Calcutta Stock Exchange, the company is continuously following up the same.

Transfer of Unpaid and Unclaimed amounts to IEPF

Pursuant to the provisions of Section 205A (5) of the Companies Act , 1956, the declared dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by the company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to section 205C of the said Act. The Details for the same are given in the Corporate Governance Report attached to this report .

Industrial Relations

The Industrial Relations in the Company remained cordial and peaceful, during the year under review.

Acknowledgement

Your Directors acknowledge the continued assistance, guidance and co-operation received from Suzuki Corporation Limited (Japan) & Maruti Suzuki India Limited and its technical partners Hamamatsu Pipe Co. (Japan), Daiwa Excel (Japan) and Yorozu Corp. (Japan) , Futaba Corporation (Japan ) and Okomotu Press Co. Limited ( Japan).

Your Directors acknowledge with sincere thanks the continued support of the Central Government, State Government, Customers, Bankers/ Financial Institutions, all its Suppliers/Vendors and other business partners.

The directors are also thankful to the shareholders for their continued patronage.

Your Directors take note of sincere efforts of all the employees at all levels in attaining the current level of achievements.

For and on behalf of the Board

Place : New Delhi S. K. Arya

Date : 14 July, 2010 Chairman & Managing Director

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