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Directors Report of Jay Ushin Ltd.

Mar 31, 2016

Dear Members,

The Board of Directors hereby submits the report of the business and operation of your company (''the company or ''Jay Ushin''), along with audited financial statement, for the financial year ended March 31, 2016.

FINANCIAL RESULTS

The Company''s financial performance during the year 2015-16 as compared to the previous year 2014-15 is summarized below:

(Rs. In Lacs)

Year ended on

Year ended on

2015-16

2014-15

Revenue from Operations (Net of excise)

68,773.38

65,020.87

Profit before interest & depreciation

3,052.99

3,000.14

Finance Charges

706.48

663.50

Profit before depreciation

2,346.51

2,336.64

Depreciation

1,510.05

1,340.48

Profit before tax

836.46

996.17

Exceptional & extraordinary Item

Provision for taxation

-

479.68

- Income Tax

178.06

154.09

- Deferred tax liability /(Assets)

40.16

(4.01)

Profit after tax

618.24

366.41

Proposed Dividend

96.61

77.29

Dividend tax

19.67

15.46

Transfer to General Reserve

61.82

27.48

Profit after tax, dividend and transfer to General Reserve

440.14

246.18

Balance of Profit brought forward

3,475.04

3,228.86

Balance carried to the Balance Sheet PERFORMANCE HIGHLIGHTS

3,915.18

3,475.04

The total revenue (net of excise) was Rs. 68,773.38 lacs as against Rs. 65,020.87 lacs in the previous year showing an increase of 5.77 per cent.

Profit before tax (PBT) was Rs. 836.46 lacs against Rs. 516.49 Lacs (including exceptional & extraordinary Item) and profit after tax (PAT) stood at Rs. 618.24 Lacs against Rs. 366.41 Lacs in the previous year showing an increase of 68.72 per cent. The Company has transferred Rs.61.82 Lacs to General Reserve against 27.48 Lacs in the previous year. Basic earnings per share as on 31st March 2016 and 31st March 2015 were Rs. 16.00 and Rs. 9.48 respectively.

During the year, the Company focused on improving efficiency and productivity by improving quality, reducing internal rejection rates and attaining energy efficiency.

The Company took initiatives to enhance its competitiveness for acquisition of new businesses, while also improving profitability.

The Company won the ''Delivery Performance'' award from Maruti Suzuki India Limited and from Honda Car Limited.

OPERATIONAL HIGHLIGHTS

The operations are exhaustively discussed in ''Management Discussion and Analysis'' forming part of the annual report.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 2.50 per equity share of face value of Rs. 10/- each for the year ended 31st March, 2016.

SHARE CAPITAL

During the year under review, the Company has not issued any shares or any convertible instruments. The Company''s issued equity share capital as at March, 31, 2016 is Rs. 386.45 Lacs comprised 38.645 lacs equity shares of Rs. 10.00 each. Holders of equity shares are entitled to receive the Company''s Report and Accounts, to attend and speak at General Meetings and to appoint proxies and exercise voting rights.

CAPITAL EXPENDITURE

The gross block of fixed and intangible assets, leased assets along with capital work in progress and net block of fixed and intangible assets, leased assets along with capital work in progress as at March 31, 2016, stood at Rs. 23,454 Lacs and Rs. 15,841 Lacs respectively.

DEPOSITS

The Company is not accepting any deposits covered under ''Chapter V-Acceptance of deposits by Companies'' of the Companies Act, 2013.

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the unclaimed/unpaid dividend of Rs. 1,44,604 pertaining to the financial year 200708 was transferred to Investor Education and Protection Fund (IEPF) pursuant to Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.

In accordance with the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the Company''s website http://jpmgroup.co.in/jay%20ushin.htm and on the website of the Ministry of Corporate Affairs.

DEPOSITORY SYSTEM

As the members are aware, the Company''s shares are compulsorily tradable in electronic form and the 32% of the Company''s total paid-up capital representing 3,864,500 shares as on March 31, 2016 are in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories.

LISTING

The Shares of your Company are listed on Bombay Stock Exchange Limited. The Listing fee for the year 2015-16 has been paid to the Stock Exchange.

EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed as Annexure I to the Directors'' Report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

The company does not have any subsidiary or associate company during the reporting period. The Company has Joint Venture as well as Technical Collaboration with U-Shin Ltd. Japan.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The financial statement forming part of the annual report provides the details of Loans, guaranties and investments as covered under section 186 of the Companies Act 2013. Your Company has not given any guarantee or provide security during the year under review.

DIRECTORS

Mrs. Vandana Minda will retire from the Board by rotation, and being eligible, offered herself for re-appointment. The re-appointment of Mr. J. P. Minda as a Whole-time Director with the designation of Executive Chairman and Mr. Ashwani Minda, Managing Director for a further period of 3 years and 5 years respectively commencing from October 1, 2016. The members are requested to approve their appointment in the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows :

Mr.Ashwani Minda Chief Executive Officer and Managing Director

Mr. Suresh Kumar Vijayvergia Chief Financial Officer

Mr. Amit Kithania Company Secretary

BOARD MEETINGS

A calendar of meeting is prepared and circulated in advance to the directors, during the year, four board meeting were held, the details of which are given in Corporate Governance Report.

AUDIT COMMITTEE

For composition of Audit Committee, please refer to Corporate Governance Report.

INDEPENDENT DIRECTORS

The Company has received declaration of Independence in accordance with the provisions of section 149 of the Companies Act, 2013 from all the Independent Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same;

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

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

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2015-16.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, as part of vigil mechanism to ensure that the activities of the Company and its employees are not in violation of or in conflict with Business Principles of the Company. Besides, all such acts are fair and in transparent manner to accomplish professionalism, honesty, integrity and ethical. The Whistle Blower Policy is available on the website of the Company http://jpmgroup.co.in/jay%20ushin.htm.

RELATED PARTY TRANSACTIONS

The Company has a Policy on Related Party Transactions which is available on Company''s website at http://jpmgroup.co.in/jay%20ushin.htm. In terms of Section 134(3)(h) of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Power) Rules 2014, the related parties transactions for 2015-16 are given in Form AOC-2 is annexed as Annexure II to the Directors'' Report.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

PERFORMANCE EVALUATION

In terms of the requirements of the Act and Listing Regulations, the Board carried out the annual performance evaluation of the Board as a whole as well as the evaluation of all the Committees and the Directors.

The Nomination and Remuneration Committee has carried out evaluation of every Director''s performance. The Independent Directors, in a separate meeting, has also carried out the performance evaluation of the Non Independent Directors and the Board as a whole and of the Chairman of the Company and has reviewed the performance of the Secretarial Department. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. The Director expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration policy is annexed as Annexure -III to the Directors'' Report

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company constituted a Corporate Social Responsibility (CSR) Committee and laid down CSR Policy, covering the Objectives, Focus Areas, Governance Structure and Monitoring & Reporting Framework among others and the policy is available at http://jpmgroup.co.in/jay%20ushin.htm.

As part of its initiatives under “Corporate Social Responsibility” (CSR), the company has contributed funds for the schemes of providing homeopathy treatment through Homeopathic clinic, Health care for visually impaired and physically challenged and promotion of education. The contributions in this regard have been made to the registered trusts/NGO''s which are undertaking these schemes and activities.

The Annual Report on Corporate Social Responsibility (CSR) activities is annexed as Annexure IV to the Directors'' Report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the Organization.

Your Company has in place an Anti -Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. All employees (permanent, contractual, temporary, trainees) are covered under this policy, which also extends to cover all women stakeholders of the Company.

During the year under review, no complaints were received /disposed off.

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

All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology absorption. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014 is annexed as Annexure V to the Directors'' Report.

PERSONNEL

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) & Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VI to the Directors'' Report.

Information as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is annexed as Annexure VII.

CORPORATE GOVERNANCE

Your Company is renowned for good governance standards since inception and continues to lay a strong emphasis on transparency, accountability and integrity. The Corporate Governance Code adopted by the Board of Directors of the Company is a statement of Company''s practices and procedures in the area of governance.

The Companies Act, 2013 and SEBI Listing Regulations have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the new law and listing regulations.

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

AUDITORS

M/s. S S Kothari Mehta & Co., Chartered Accountants, the Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible, for re-appointment.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

AUDITORS REPORT

The Auditors'' Report read with notes to the financial statements is self explanatory does not call for any further explanations by the Board. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed M/s RSM & Co. Company Secretaries, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith is annexed as Annexure VIII to the Directors'' Report.

EXPLANATION TO SECRETARIAL AUDITOR''S REMARKS

The Board has taken note of the observations made by the Secretarial Auditor which is self-explanatory.

INTERNAL AUDIT & CONTROLS

The Company continues to engage M/s Kanchan & Associates, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

ACKNOWLEDGEMENTS

The Board of Director''s would like to express its sincere thanks for the assistance and co-operation received from Customers, Banks, NBFC''s, Government authorities, Vendors and Members and all other business associates during the year under review. Your Directors also take this opportunity to place on record their gratitude for timely and valuable assistance and support received from U-shin Ltd., Japan. Your board also wish to place on record their deep sense of appreciation for the employees of the Company at all levels, for their whole-hearted co-operation and unstinted support. The Directors look forward to a bright future and further growth with confidence.

For and on behalf of the Board

Jay Ushin Limited

Place: Gurgaon J. P. Minda

Date: August 5, 2016 Chairman

DIN: 00045623


Mar 31, 2015

The Directors are pleased to present Twenty Ninth Annual Report together with the audited accounts of your Company for the financial year ended March 31,2015.

FINANCIAL HIGHLIGHTS (Rs.in Lacs)

Year ended Year ended March 31. 2015 March 31. 2014

Revenue from Operations (Net of excise) 65,020.87 58,006.94

Profit before interests depreciation 3,000.14 2,727.94

Finance Charges 663.50 771.86

Profit before depreciation 2,336.64 1,956.08

Depreciation 1,340.47 1,154.71

Profit before tax 996.17 801.37

Exceptional & extraordinary Item 479.68 - Provision for taxation

- Income Tax 154.09 163.48

- Deferred tax liability/(Assets) (04.01) (25.25)

Profit after tax 366.41 663.14

Proposed Dividend 77.29 96.61

Dividend tax 15.46 16.42

Transfer to General Reserve 27.48 66.31

Profit after tax, dividend and transfer to General Reserve 246.18 483.80

Balance of Profit brought forward 3,228.86 2,745.06

Balance carried to the Balance Sheet 3,475.04 3,228.86

OPERATIONS

The revenue from operations (net of excise) of the Company for the year was Rs. 65,020.87 Lacs as against Rs. 58,006.94 Lacs in the previous year. Earnings before depreciation, interest, tax and amortization (EBDITA) stood at Rs. 3,000.14 Lacs against Rs. 2,727.94 Lacs in the previous year.

In the current year the net sales in first quarter was Rs. 15,626 Lacs as against Rs. 15,105 Lacs in the corresponding quarter of the previous year which represent a growth of 3.45%.

DIVIDEND

The directors of the company are pleased to recommend a dividend of 20% (Rs.2.00 per share) subject to statutory compliances, and approval by the Shareholders in the Annual General Meeting for the Year ended March 31,2015.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 386.45 Lacs. During the year under review the Company has not issued any shares or any convertible instruments.

CAPITAL EXPENDITURE

As at March 31, 2015, the gross fixed and intangible assets, including leased assets and capital work in progress, stood at Rs. 23,608 Lacs and the net fixed and intangible assets, including leased assets and capital work in progress, at Rs. 15,481 Lacs. Capital expenditure during the year amounted to Rs. 4,276 Lacs.

DEPOSITORYSYSTEM

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2015, 29.30% of the Company's total paid-up capital representing 3,864,500 shares are in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories.

LISTING

The Shares of your Company are listed on Bombay Stock Exchange Limited. The Listing fee for the year 2015-16 has been paid to the Stock Exchange.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company sends letters to all shareholders, whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made in co-ordination with the Registrar to locate the shareholders who have not claimed their dues.

During the year the Company has transferred a sum of Rs. 0.74 Lacs to Investor Education & Protection Fund, the amount which was due & payable and remained unclaimed and unpaid for a period of seven years as provided in Section 123 of the Companies Act, 2013. Despite the reminder letters sent to each shareholder, this amount remained unclaimed and hence was transferred.

SUBSIDIARIES, ASSOCIATE OR JOINT VENTURES COMPANIES

The company does not have any subsidiary or associate company during the reporting period. The Company have Joint Venture as well as Technical Collaboration with U-Shin Ltd. Japan.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDERSECTION186

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 security to anyone.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm's length basis and are in compliance with applicable provisions Of the Act and Listing Agreement.

All related party transactions are presented to the Audit Committee and the Board on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

Related Party Transaction Policy as approved by the Board is uploaded on Company's Website at http://jpmgroup.co.in/pdf/pg/rptp.pdf. The details of the transactions with the Related Party are provided in the accompanying financial statements.

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

All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology absorption. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014 is annexed as Annexure-I

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 http://jpmgroup.co.in/pdf/pg/csrp.pdf

As part of its initiatives under "Corporate Social Responsibility" (CSR), the company has contributed funds for the schemes of providing homeopathy treatment through Homeopathic clinic, Sanitation & hygiene, Health care for visually impaired and physically challenged and promotion of education. The contributions in this regard have been made to the registered trust which is undertaking these schemes and activities.

During the year, the Company has spent Rs. 11.26 Lacs (around 2.48% of the average net profits of last three financial years) on CSR activities. The Annual Report on CSR activities is annexed herewith marked as Annexure II.

DIRECTORS AND KEYMANAGERIAL PERSONNEL

In accordance with the provisions of Companies Act, 2013 and Article of Association of the Company Mr. J P Minda (DIN-00045623) will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re- appointment. The Board recommends his re-appointment as a Director of the Company.

Mr. Anil Minda resigned from the Board with effect from May 28,2015, the Board places on record its appreciation of the immense contribution made by him.

During the year under review, the members in last Annual General Meeting approved the appointments of Mrs. Vandana Minda as a non-executive Non-independent Director who is liable to retire by rotation and Mr. Bharat Bhushan Chadha, Mr. Shiv Raj Singh, Mr. Ashok Panjwani and Mr. Balraj Bhanot as non-executive Independent Directors who are not liable to retire by rotation.

Atthe Board Meeting held on May 30,2014, Mr. Ashwani Minda, Managing Director(MD), Mr. S. K. Vijayvergia, Chief Financial Officer (CFO) were designated as "Key Managerial Personnel" of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. All independent directors shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.jpmgroup.co.in. All the independent directors of the Company are made aware of their role, responsibilities & liabilities at the time of their appointment /re-appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

MEETINGS

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Agreement.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

PREVENTION OF INSIDERTRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY/ RISK MANAGEMENT

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the Company has adopted a Whistle Blower policy. This policy is also posted on Company's website.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complaints received from any employee during the financial year 2014-15.

AUDITORS

M/s. S S Kothari Mehta & Co., Chartered Accountants, the Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible, for re-appointment.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

EXPLANATION TO AUDITORS REMARKS

The Board has taken note of the Observations made by the Auditors in their Report. The issues raised by them are being appropriately monitored by the Management regarding further strengthening of physical verification process of fixed assets and inventories. The remarks with reference to vacation of the office by a director given in the report is self-explanatory.

SECRETARIALAUDITOR

The Board has appointed M/s RSM & Co. Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure-III to this Report.

EXPLANATION TO SECRETARIAL AUDITORS REMARKS

The Board has taken note of the observations made by the Secretarial Auditor which is self-explanatory. The Company tried its best to appoint the Company Secretary, commensurate with the profile of the Company. The Company is still in process of identify the suitable Company Secretary and shall be able to do the very soon.

Mr.AnilMinda Director resigned from the Directorship of the Company with effect from May28,2015.

INTERNAL AUDIT & CONTROLS

The Company continues to engage M/s Kanchan & Associates, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) & Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure IV to the Directors' Report.

HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets. The Company has taken pragmatic steps for strengthening organizational competency through involvement and development of employees as well as installing effective systems for improving the productivity, quality and accountability at functional levels.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

MANAGEMENT DISCUSSION & ANALYSIS

Detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE-V

CORPORATEGOVERNANCE

As required by the existing clause 49 of the listing agreements with the stock exchanges, a detailed report of Corporate Governance as well as Corporate Governance Compliance Certificate is included in the Annual Report and marked as Annexure-VI.

DIRECTORS" RESPONSIBILITYSTATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that:-

- in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- 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 of the company at the end of the financial year and of the profit and loss of the company for that period.

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis; and;

- Internal financial controls followed by the company and those internal financial controls are adequate and were operating effectively;

- proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from of U-shin Ltd., Japan and customers, banks, NBFC's, government authorities, vendors and members and all other business associates during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the employees of the Company at all levels, for their whole-hearted co-operation and unstinted support. The Directors look forward to a bright future and further growth with confidence.

For and on behalf of the Board

Jay Ushin Limited

Place: Gurgaon J. P. Minda

Date: August 12, 2015 Chairman

DIN:00045623


Mar 31, 2014

Dear Members,

The Directors are pleased to present Twenty Eighth Annual Report together with the audited accounts of your Company for the financial year ended March 31,2014.

(Rs.in Lacs)

For the year ended For the year ended March 31, 2014 March 31, 2013

Revenue from Operations (Net of excise) 58,006.93 51,650.72

Profit before interest & depreciation 2,958.09 2,271.50

Finance Charges 1,002.01 742.47

Profit before depreciation 1,956.08 1,529.03

Depreciation 1,154.71 1,042.93

Profit before tax 801.37 486.10

Provision for taxation

* Income tax 163.48 96.26

* Deferred tax liability/ (Assets) (25.25) (75.89)

Profit after tax 663.14 465.72

Proposed Dividend 96.61 77.29

Dividend tax 16.42 12.53

Transfer to General Reserve 66.31 34.92

Profit after tax, dividend and transfer to General Reserve 483.79 341.00

Balance of Profit brought forward 2,745.06 2,404.09

Balance carried to the Balance Sheet 3,228.85 2,745.06

OPERATIONS

The revenue from operations (net of excise) of the Company for the year was Rs. 58,006.93 Lacs as against Rs. 51650.72 Lacs in the previous year. Earnings before depreciation, interest, tax and amortization (EBDITA) stood at Rs. 2958.09 Lacs against Rs. 2271.50 Lacs in the previous year.

During the year, the Company has invested Rs.3,830 Lacs towards modernization and expansion of its Manufacturing facilities as against Rs. 1,647 Lacs in the previous year. In view of the growth opportunities provided by both the domestic and international markets, the Company has made capital investment for up gradation of facilities and increase in capacities.

In the current year the net sales in first quarter was Rs. 15105 Lacs as against Rs. 13482 Lacs in the corresponding quarter of the previous year which represent a growth of 12.04%.

DIVIDEND

The directors of the company are pleased to recommend a dividend of 25% (Rs.2.50 per share) subject to statutory compliances, and approval by the Shareholders in the Annual General Meeting for the year ended March 31, 2014.

DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Board at its meeting held on August 5, 2014 recommended the appointment of Mr. Bharat Bhushan Chadha, Mr. Shiv Raj Singh, Mr. Ashok Panjwani and Mr. Balraj Bhanot Directors as Independent Directors not liable to retire by rotation for a period of 5 (Five) consecutive years up to March 31, 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. Anil Minda is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Mrs. Vandana Minda 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 Mrs. Vandana Minda for the office of Director.

The Board recommends their re-appointment as a Directors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:- in preparation of Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;

* accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of financial year and of the profit of the Company for that period ;

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

* the Annual Accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE

As required by the existing clause 49 of the listing agreements with the stock exchanges, a detailed report of Corporate Governance as well as Corporate Governance Compliance Certificate is included in the Annual Report as per Annexure-I.

COMPLIANCE CERTIFICATE

As required under Section 383A of the Companies Act, 1956, a Compliance Certificate has been obtained from Practicing Company Secretary and is attached as per Annexure-II to this report.

AUDITORS

M/s. S S Kothari Mehta & Co., Chartered Accountants, the Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re- appointment.

EXPLANATION TO AUDITOR''S REMARKS

The Board has taken note of the Observations made by the Auditors in their Report. The issues raised by them are being appropriately monitored by the Management regarding further strengthening of physical verification process of fixed assets and inventories, internal control system for inventories and use of short term funds for long term purpose.

PARTICULARS OF EMPLOYEES

The statement of employees under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended has not been appended as there were no employee during the year covered by the said rules.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology absorption. A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed as Annexure-III.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

LISTING

The Shares of your Company are listed on Bombay Stock Exchange Limited. The Listing fee for the year 2014-15 has been paid to the Stock Exchange. Annual custodian charges of Depository have also been paid to NSDL and CDSL for the same period.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from of U-shin Ltd., Japan and the financial institutions, banks, government authorities, customers, vendors and members and all other business associates during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the employees of the Company at all levels, for their whole- hearted co-operation and unstinted support. The Directors look forward to a bright future and further growth with confidence.

For and on behalf of the Board J. P. Minda Place: Gurgaon Chairman Date: August 05, 2014 DIN: 00045623


Mar 31, 2013

To The Members,

The Directors are pleased to present Twenty Seventh Annual Report together with the audited accounts of your Company for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

(Rs.in Lakh) For the year ended For the year ended March 31, 2013 March 31, 2012

Turnover (Net of excise) 51,650.72 45,907.31

Profit before interest & depreciation 2,271.50 2,147.67

Finance Charges 742.47 989.77

Profit before depreciation 1,529.03 1,157.90

Depreciation 1,042.93 995.01

Profit before tax 486.10 162.89

Provision for taxation

- Income tax 96.26 35.39

- Tax for earlier years (19.82)

-Deferred tax liability /(Assets) (75.89) 20.37

(86.39) (70.82)

Profit after tax and prior period items 465.72 233.71

Proposed Dividend 77.29

Dividend tax 12.53

Transfer to General Reserve 34.92

Profit after tax, dividend and transfer to General Reserve 341.00 233.71

Balance of Profit brought forward 2,404.09 2,170.38

Balance carried to the Balance Sheet 2,745.06 2,404.09

OPERATIONS

The gross revenue (net of excise) of the Company for the year was Rs.516.50 Crore as against Rs. 459.07 Crore in the previous year. Earnings before depreciation, interest, tax and amortization (EBDITA) stood at Rs. 22.71 Crore against Rs. 21.48 Crore in the previous year.

During the year, the Company has invested Rs.16.75 Crore towards modernisation and expansion of its Manufacturing facilities as against Rs. 15.84 Crore in the previous year. In view of the growth opportunities provided by both the domestic and international markets, the Company has made capital investment for upgradation of facilities and increase in capacities.

In the current year the net sales in first quarter was Rs. 134.81 Crore as against Rs. 128.08 Crore in the corresponding quarter of the previous year which represent a growth of 5%.

DIVIDEND

The directors of the company are pleased to recommend

a dividend of 20% (Rs.2.00 per share) for the approval of the shareholders for the year ended March 31, 2013.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Anil Minda and Mr. Bharat Bhushan Chadha shall retire by rotation at the ensuing Annual General meeting and being eligible, offer themselves for re-appointment. Mr. Virendar Kumar Chanana shall retire by rotation and is not willing to be re-appointed.

Mr. Jun Umehara, nominee director Ushin Ltd., Japan resigned from the board on April 05, 2013. The Board acknowledged his resignation and put on record the appreciation for the services rendered by him.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:-

- in preparation of Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;

- accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of financial year and of the profit of the Company for that period ;

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

- the Annual Accounts have been prepared on a going concern basis.

EXPANSION

As a part of the expansion cum modernization plan, the company is now in the process of setting up the manufacturing units at Bhiwadi, Rohtak, IMT Manesar and these locations are nearby the plants of its customers. This will help the company to increase its production and achieve growth with value addition to enhance the profitability of the existing processing unit. The funds required for this programme will be arranged through raising of finance as a mix of debt and equity.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE

Corporate Governance Report as well as Corporate Governance Compliance Certificate are set out as per Annexure-I to this report.

COMPLIANCE CERTIFICATE

As required under Section 383A of the Companies Act, 1956, a Compliance Certificate has been obtained from Practicing Company Secretary and is attached as per Annexure-ll to this report.

COST AUDITORS

The Board has re-appointed M/s. Goyal, Goyal & Associates, Cost Accountants, New Delhi, as the Cost Auditors of the Company in accordance with Section 233B of the Companies Act, 1956 for the financial year 2013-14.

AUDITORS

M/s S S Kothari Mehta & Co., Chartered Accountants, the Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themself for reappointment.

EXPLANATION TO AUDITOR''S REMARKS

The Board has taken note of the Observations made by the Auditors in their Report. The issues raised by them are being appropriately monitored by the Management regarding strengthening of physical verification process of fixed assets, internal control system for purchase and use of short term funds for long term purpose.

PARTICULARS OF EMPLOYEES

The statement of employees under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended has not been appended as there were no employee during the year covered by the said rules.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology absorption. A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in accordance with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed as Annexure-lll.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

LISTING

The Shares of your Company are listed on Bombay Stock Exchange Limited. The Listing fee for the year 2013-14 have been paid to the Stock Exchange.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation forthe assistance and co-operation received from U-shin Ltd., Japan and Shinchang Electrics Co. Ltd., Korea, financial institutions, banks, government authorities, customers, vendors and members and all other business associates during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the employees of the Company at all levels, for their whole-hearted co-operation and unstinted support. The Directors look forward to a bright future and further growth with confidence.

For and on behalf of the Board

Jay Ushin Limited Place : Gurgaon J. P. Minda

Date : August 14, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present Twenty Sixth Annual Report together with the audited accounts of your Company for the financial year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lakh)

For the year For the year ended ended March 31, March 31, 2012 2011

Turnover (Net of excise) 45907.31 45262.72

Profit before interest & depreciation 2147.67 3133.50

Finance Charges 989.77 851.64

Profit before depreciation 1157.90 2281.85

Depreciation 995.01 890.52

Profit before tax 162.89 1391.33

Provision for taxation

- Income tax 35.39 391.61

- Tax for earlier years (19.82) -

- Deferred tax liability/(Assets) (86.39) (70.82) (48.28) 343.33

Prior Period Expenses - 28.84

Profit after tax and prior period items 233.71 1019.16

Proposed Dividend - 115.94

Dividend tax - 18.81

Transfer to General Reserve - 102.50

Profit after tax, dividend and transfer to General 233.71 781.91 Reserve

Balance of Profit brought 2170.38 1388.47 forward Balance carried to the Balance Sheet 2404.09 2170.38

OPERATIONS

The gross revenue (net of excise) of the Company for the year was Rs. 459.07 Crores as against Rs. 452.63 Crores in the previous year. Earnings before depreciation, interest, tax and amortization (EBDITA) stood at Rs. 21.48 Crores against Rs. 31.33 Crores in the previous year.

During the year, the Company has invested Rs. 15. 84 Crores towards modernisation and expansion of its Manufacturing facilities as against Rs. 13.20 Crores in the previous year. In view of the growth opportunities provided by both the domestic and international markets, the Company has made capital investment for upgradation of facilities and increase in capacities.

In the current year the net sales in first quarter was Rs. 128.08 Crores as against Rs. 110.95 Crores in the corresponding quarter of the previous year which represent a growth of 15%.

DIVIDEND

In view of inadequate profits for the current financial year and the funds requirements for future expansion, the board has decided not to recommend any dividend for the year ended March 31, 2012.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jaideo Prasad Minda, Mr. Ashwani Minda and Mr. Balraj Bhanot shall retire by rotation at the ensuing Annual General meeting and being eligible, offer themselves for re-appointment. Mr. Satoru Gokuda, nominee Ushin Ltd., Japan who was reappointed as whole time director of the Company for a period of 3 years resigned from the board on May 16, 2012. Mr. Mohan Ram Krishnan and Mr. Bhawani Shankar Rathi, Director of the Company resigned from the Board of the Company. The Board acknowledged their resignations and put on record their appreciation for the services rendered by them.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:-

- in preparation of Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;

- accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of financial year and of the profit of the Company for that period ;

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

- the Annual Accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE

Corporate Governance Report as well as Corporate Governance Compliance Certificate are set out as per Annexure-I to this report.

COMPLIANCE CERTIFICATE

As required under Section 383A of the Companies Act, 1956, a Compliance Certificate has been obtained from Practicing Company Secretary and is attached as per Annexure-II to this report.

AUDITORS

M/s Haribhakti & Co., Chartered Accountants, the Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting.

EXPLANATION TO AUDITOR'S REMARKS

The Board has taken note of the Observations made by the Auditors in their Report. The issues raised by them are being appropriately monitored by the Management.

PARTICULARS OF EMPLOYEES

The statement of employees under section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended has not been appended as there were no employee during the year covered by the said rules.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology absorption. A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in accordance with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed as Annexure-III.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

LISTING

The Shares of your Company are listed on Bombay Stock Exchange Limited. The Listing fee for the year 2012-13 have been paid to the Stock Exchange.

ACKNOWLEDGEMENTS

The Board of Directors sincerely thank and wish to place on record its appreciation of U-shin Ltd., Japan and Shinchang Electrics Co. Ltd., Korea, and the employees of the Company at all levels, for their whole-hearted co-operation and unstinted support. The Directors also place on record their sincere thanks to the directors of the Company who have resigned during the period, for the services rendered by them during their association with the Company. The Directors want to express their deep-felt appreciation and best wishes to all the shareholders, customers, bankers, Government and all other business associates for the continued support and trust they have reposed in the Management. The Directors look forward to a bright future and further growth with confidence.

For and on behalf of the Board

J. P. Minda Chairman

Place : Gurgaon Date : September 01, 2012


Mar 31, 2011

The Members,

The Directors are pleased to present Twenty Fifth Annual Report together with the audited accounts of your Company for the financial year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

(Rs. in Lakh)

For the year For the year ended ended March 31, March 31, 2011 2010

Turnover (Net of excise) - 45262.72 - 35729.55

Profit before interest & depreciation - 3129.43 - 2325.78

Finance Charges - 847.58 - 674.19

Profit before depreciation - 2281.85 - 1651.59

Depreciation 890.52 809.30

Profit before tax - 1391.33 - 842.29

Provision for taxation

- Income tax 391.61 - 209.23 -

- Deferred tax liability / (Assets) (48.28) 343.33 26.52 235.75

Prior Period item - 28.84 - -

Profit after tax and prior period items - 1019.16 - 606.54

Proposed Dividend - 115.94 - 96.61

Dividend tax - 18.81 - 16.05

Transfer to General Reserve - 102.50 - 65.75

Profit after tax, dividend and transfer to General Reserve - 781.91 - 428.13

Balance of Profit brought forward - 1388.47 - 960.34

Balance carried to the Balance Sheet - 2170.38 - 1388.47

OPERATIONS

The gross revenue (net of excise) of the Company for the year was Rs. 452.63 Crores as against Rs 357.30 Crores in the previous year showing growth of 27% year on year basis. Earnings before depreciation, interest, tax and amortization (EBDITA) stood at Rs. 31.29 Crores against Rs. 23.26 Crores in the previous year. Profit before tax (PBT) stood at Rs. 13.91 Crores against Rs.8.42 Crores in the previous year.

During the year, the Company has invested Rs.13.20 Crores towards modernisation and expansion of its Manufacturing facilities as against Rs. 17.75 Crores in the previous year. In view of the growth opportunities provided by both the domestic and international markets, the Company has made capital investment for upgradation of facilities and increase in capacities.

In the current year the net sales in first quarter was Rs. 110.95 Crores as against Rs. 101.13 Crores in the corresponding quarterofthe previous year which represent a growth of 10%.

DIVIDEND

The directors of the company are pleased to recommend a dividend of 30% (Rs.3.00 per share) for the approval of the shareholders for theyear ended March 31, 2011.

DIRECTORS

Mr. Bharat Bhushan Chadha, Mr. Shiv Raj Singh and Mr. Ashok Panjwani, Directors retire by rotation and, being eligible, offer themselves for re-appointment.

Mr. Jun Umehara nominee of U-shin Ltd., Japan, Mr. Balraj Bhanot and Mr. Mohan Ram Krishnan were appointed as additional Director(s)on the Board of the Company during the year.

DIRECTORS'RESPONSIBILITYSTATEMENT

Pursuant to Section 217(2AA)of the CompaniesAct, 1956, the Directors confirm that:-

- in preparation of Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;

- accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of financial year and of the profit of the Company for that period ;

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

- the AnnualAccounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE

Corporate Governance Report as well as Corporate Governance Compliance Certificate are set out as perAnnexure-I to this report.

COMPLIANCE CERTIFICATE

As required under Section 383Aofthe CompaniesAct, 1956, a Compliance Certificate has been obtained from Practising CompanySecretary and is attached as per Annexure-II to this report.

AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.Acertificate from the auditors has been received to the effect that their re-appointment, if made, would bein accordance with section 224(1B) of the CompaniesAct, 1956.

EXPLANATION TO AUDITORS REMARKS

The board has taken note of auditor's observations made in their report. The points raised by them will be monitored regularly by the management.

PARTICULARS OF EMPLOYEES

The statement of employees under section 217(2A) of the CompaniesAct 1956, read with the Companies (Particulars of Employees) Rules, 1975,asamended has not been appended as there were no employee during the year coveredbythe said rules.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in accordance with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed as Annexure-III.

DEPOSITS

The Company has not acceptedany deposits from the public during the year under review.

LISTING

The Shares of your Company are listed on Bombay Stock Exchange Limited. The Listing fee for the year 2011-12 have been paid to the Stock Exchange.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's record performance. The Directors would also like to thank U-shin Ltd., Japan and Shinchang Electrics Co. Ltd., Korea, employee, shareholders, customer, bankers, Government and all other business associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board

J.P.Minda

Chairman

Place Gurgaon

Date September 03, 2011


Mar 31, 2010

The Directors are pleased to present Twenty Fourth Annual Report together with the audited accounts of your Company for the financial year ended March 31, 2010.

FINANCIAL HIGHLIGHTS

(Rs. in Lakh)

For the For the year ended year ended March 31,2010 March 31,2009

Turnover (Net of excise) 35729.55 25088.29

Profit before interest & depreciation 2325.78 1623.37

Finance Charges 674.19 641.21

Profit before depreciation 1651.59 982.16

Depreciation 809.30 609.81

Profit before tax 842.29 372.35 Provision for taxation

Income tax 209.23 72.78

Fringe benefit tax - 20.13

- Deferred tax liability 26.52 235.75 76.30 169.21

- -

Net profit for the year 606.54 203.14

Proposed Dividend 96.61 57.97

Dividend tax 16.05 9.85

Transfer to General Reserve 65.75 10.20

Profit after tax, dividend and transfer to General Reserve 428.13 125.12

Balance of Profit brought forward 960.34 835.22

Balance carried to the Balance Sheet 1388.48 960.34

OPERATIONS

The gross revenue (net of excise) of the Company for the year was Rs.357.30 Crores as against Rs.250.88 Crores in the previous year showing growth of 42%. Earnings before depreciation, interest, tax and amortization (EBDITA) stood at Rs.23.26 Crores against Rs.16.23 Crores in the previous year. Profit before tax (PBT) stood at Rs.8.42 Crores against Rs.3.72 Crores in the previous year.

During the year, the Company has invested Rs. 17.75 Crores towards modernisation and expansion of its Manufacturing facilities as against Rs.20.27 Crores in the previous year. In view of the growth opportunities provided by both the domestic and international markets, the Company has made capital investment for upgradation of facilities and increase in capacities.

In the current year the net sales in first quarter was Rs. 101.13 Crores as against Rs.78.86 Crores in the corresponding quarter of the previous year, clocking a growth of 28%. The Company has estimated a minimum growth of 20 % for the current year.

DIVIDEND

The directors of the company are pleased to recommend a dividend of 25% (Rs.2.50 per share) for the approval of the shareholders for the year ended March 31,2010.

DIRECTORS

Mr. Bhawani Shanker Rathi and Mr. Virendra Kumar Chanana, Directors retire by rotation and, being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that :-

- in preparation of Annual Accounts, the applicable accounting standards have been followed and that there are no material departures,

- accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of financial year and of the profit of the Company for that period;

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

- the Annual Accounts have been prepared on a going concern basis.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed analysis of the Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE

Corporate Governance Report as well as Corporate Governance Compliance Certificate are set out as per Annexure-I to this report.

COMPLIANCE CERTIFICATE

As required under Section 383A of the Companies Act, 1956, a Compliance Certificate has been obtained from Practicing Company Secretary and is attached as per Annexure-II to this report.

AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, the Auditors of the Company retire at 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 section 224(1B) of the Companies Act, 1956

EXPLANATION TO AUDITORS REMARKS

Point No. (xvii) of Annexure to the Auditors Report

The auditors has specified a cumulative amount as on date. The management is taking necessary steps to reduce the gap.

PARTICULARS OF EMPLOYEES

As required by 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 Annexure -III to the Directors Report. However, as per the provisions of section 219(l)(b)(iv) of the Companies Act, 1956, the annual report is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company at its registered office.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in accordance with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed as Annexure-IV.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

LISTING

The Shares of your Company are listed on Bombay Stock Exchange Limited. The Listing fee for the year 2010-11 have been paid to the Stock Exchange.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Companys employees for their enormous personal efforts as well as their collective contribution to the Companys record performance. The Directors would also like to thank to U-shin Ltd., Japan and Shinchang Electrics Co. Ltd., Korea, employees, shareholders, customers, bankers, Government and all other business associates for the continuous support given by them to the Company and their confidence in its management.



For and on behalf of the Board

Place : Gurgaon J. P. Minda

Date : August 26, 2010 Chairman

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