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Directors Report of Jay Bharat Maruti Ltd.

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 “Stable".

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. (“BSE") and National Stock Exchange of India Ltd. (“NSE").

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 ''Stable”.

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

 
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