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Directors Report of JBM Auto Ltd.

Mar 31, 2016

The Directors have pleasure in presenting the 20th Annual Report on the business and operations of the Company together with the audited accounts of your Company for the year ended 31st March, 2016.

1. FINANCIAL HIGHLIGHTS

(Rs, In crore)

Particulars Standalone Consolidated

2015-16 2014-15 2015-16 2014-15

Total Revenue 578.17 608.50 1524.16 1561.04

Profit Before Tax 24.76 39.18 84.84 122.36

Less: Tax expenses 0.14 5.57 21.90 29.73

Profit After Tax 24.63 33.60 62.94 92.64

Less: Minority Interest - - 10.56 16.23 Profit After Tax (after Minority Interest) 24.63 33.60 52.38 76.41

Balance brought forward 104.03 84.39 194.08 137.93

Add: Previous year adjustment in Profit of - - 0.24 - subsidiary and joint venture.

Profit available for appropriation 128.66 117.99 246.22 214.34

Less: Dividend 7.94 11.00 7.94 11.00

Less: Dividend Tax 0.72 1.46 1.74 2.64

Less: Transfer to General Reserve 0.50 1.50 3.67 6.62

Balance carried forward to Balance Sheet 119.49 104.03 232.8 194.08

2. DIVIDEND AND APPROPRIATION

(A) DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs, 1.75 (i.e. 35%) per equity share for the financial year 2015-16 (last year Rs, 2.50 per equity share). The payment of dividend is subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

(B) APPROPRIATION

During the financial year 2015-16, an amount of Rs, 0.50 crore (Rs, 1.50 crore in the financial year 2014-15) was transferred to the General Reserves of the Company.

3. STATE OF THE COMPANY''S AFFAIRS

During the year under review, on standalone basis, your Company achieved a total revenue of Rs, 578.17 crore as against Rs, 608.50 crore in the previous year, a decrease of 4.98 %. The Profit after Tax (PAT) decreased to Rs, 24.63 crore in the financial year 2015-16, as compared to Rs, 33.60 crore in the previous year.

During the year under review, on consolidated basis, your Company achieved a total revenue of Rs, 1524.16 crore as compared to Rs, 1561.04 crore in the previous year, a slight decrease of 2.36%. The profit after tax (after minority interest) decreased to Rs, 52.38 crore in the financial year 2015-16 as compared to Rs, 76.41 crore in the previous year.

4. ROLL-OVER OF PREFERENCE SHARES

During the year under review, your Company has approved the roll-over of 50,00,000 (Fifty Lacs) 8% Non-Cumulative, Redeemable Preference Shares of Face Value of Rs, 10/- (Rupees Ten only) each allotted on 26.12.2009 to M/s Neel Metal Products Limited, which were due for redemption on 25.12.2015, for a further period of six years from the date of roll-over (i.e. six years from 25.12.2015).

5. CORPORATE GOVERNANCE REPORT

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/applicable laws.

A Report on Corporate Governance along with a Certificate from the Secretarial Auditor of the Company regarding the compliance of conditions of Corporate Governance as stipulated under Regulation 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given separately and forms part of the Annual Report.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of the Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a detailed analysis of the Company''s operational and financial performance as well as the initiatives taken by the Company in key functional areas such as Human Resources, Quality etc. are given separately in the Management Discussion and Analysis Report, which forms part of this Annual Report.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL (i) Directors

During the year under review, Mr. Sandip Sanyal (DIN:07186909) was appointed as a Whole-Time Director (designated as "Executive Director") of the Company w.e.f. 18th May, 2015 and the same was approved by the members in the 19th Annual General meeting of the Company held on 22nd September 2015 and Mr. Hans Raj Saini, Executive Director of the Company stepped down from the Board w.e.f. 6th June, 2015.The Board of Directors placed on record their sincere appreciation for his valuable contribution made to the Company during his tenure of Directorship.

Mr. Surendra Kumar Arya (DIN: 00004626) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommend his re-appointment. A brief profile and other details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Notice of 20th Annual General Meeting of the Company.

(ii) Key Managerial Personnel

Mr. Sandip Sanyal, Executive Director of the Company was appointed as Key Managerial Personnel w.e.f. 18th May, 2015 in terms of Section 203 of the Companies Act, 201 3. There was no other change in Key Managerial Personnel of the Company.

8. COMPLIANCE UNDER COMPANIES ACT, 2013

Pursuant to the provision of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company complied with all the compliance requirements. The detail of compliances are enumerated below:

8.1. Extract of Annual Return

An extract of Annual Return in Form MGT-9 as on 31st March 2016 is attached as Annexure-I to this Report.

8.2. Board Meetings

During the year, 4 meetings of the Board of Directors were held. The details of the meetings are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in Companies Act, 201 3.

8.3. Directors'' Responsibility Statement

Your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 201 3 that

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

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

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

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

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

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

8.4. Declaration of Independence

The Company has received declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 201 3 ("the Act") and Regulation 16(1 )(b) of Listing Regulations. The terms of appointment of Independent Directors may be accessed on the Company''s website at the link: http://www.jbm-group.com/pdfs/jbm-auto-appointment-of- lndependent-directors.pdf.

8.5. Remuneration Policy

The Policy for selection of Directors including criteria for determining qualifications, positive attributes and Directors'' Independence and the Remuneration Policy for Directors, Key Managerial Personnel and other employees, as required under sub-section (3) of Section 1 78 of the Companies Act, 201 3 are available on the Company''s website, which may be accessed at the we blink: http://www.jbm-group.com/pdfs/Nom-remu-Policy.pdf.

8.6. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

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

8.7. Particulars of contracts or arrangements with related parties Referred to section 188(1) of the Companies Act, 2013

All transactions entered into by the Company with the related parties were in the Ordinary Course of Business and on arm''s length basis. The Audit Committee granted omnibus approval for the transactions which were foreseen and repetitive in nature and the same were reviewed by the Audit Committee periodically.

There were no material related party transactions made during the year under review, which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been given in Note No. 24 of the financial statements.

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

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

8.8. Auditors and Auditors'' Report (A) Statutory Auditors

M/s. Mehra Coel & Co, Chartered Accountants, the Statutory Auditors of the Company were appointed to hold office up to the conclusion of the 21st Annual General Meeting of the Company. The Company seeks ratification of the appointment of the Statutory Auditors at the ensuing Annual General Meeting.

The Report given by the Auditors on the financial statement of the Company is part of the Annual Report. The notes on the financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. There are no qualifications, reservations or adverse remark or disclaimer made by the Auditors in their Report.

(B) Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Ms. Sunita Mathur, Company Secretary in Practice, New Delhi to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2016.Their Secretarial Audit Report (in Form MR-3) is attached as Annexure-lll to this Report. There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditor, in the Secretarial Audit report.

8.9. CORPORATE SOCIAL RESPONSIBILITY

The CSR expenditure incurred by your Company during the financial year 2015-16 was Rs, 0.63 crore which was higher than the statutory requirement of 2% of the average net profit for the last three financial years.

The CSR initiatives of your Company were under the thrust area of vocational training, which is being impacted by the Company in its Skill Developments Centre (SDC) situated at Plot No. 16, Sector-20 B, Faridabad-121007, Haryana.

The composition of the CSR Committee consisting of:

i. Mr. Surendra Kumar Arya, Chairman

ii. Mr. Nishant Arya, Member

iii. Mr. Mahesh Kumar Aggarwal, Member

Your Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2016, in accordance with Section 1 35 of the Companies Act, 201 3 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure-IV to this Report.

8.10. BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. Accordingly, the Board has devised the following parameters for the performance evaluation of Directors and Committees :-

- Board dynamics and relationships.

- Information flows.

- Decision making

- Relationship with stakeholders.

- Company performance and strategy.

- Tracking Board and committees'' effectiveness.

- Peer evaluation.

Pursuant to the provisions of the Companies Act, 2013 and under Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards'' performance, performance of the Chairman and other Non-independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees and the Independent Directors (without participation of the Director being evaluated) based on the above parameters.

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

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under the provision of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is attached herewith and marked as Annexure-V to this report.

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

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

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

During the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3.

10. DISCLOSURES

(a) Audit Committee

The Audit Committee comprises of three Independent Directors & one Non-Executive Director namely Mr. Ashok Kumar Agarwal (Chairman), Mr. Mahesh Kumar Aggarwal, Mrs. Vimal Vasisht and Mr. Surendra Kumar Arya as members. All the recommendations made by the Audit Committee were accepted by the Board.

(b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of two Independent Directors & one Non-Executive Director namely Mr. Mahesh Kumar Aggarwal (Chairman), Mr. Ashok Kumar Agarwal and Mr. Surendra Kumar Arya as members.

(c) Vigil Mechanism/ Whistle Blower Policy

Pursuant to Section 1 77(9) of the Companies Act, 201 3 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Whistle Blower Policy and the same is available on the website of the Company, under the web link: http://www.jbm-group.com/pdfs/JBMA_Whistle-Blower-Policy.pdf. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. It is confirmed that no Director/Employee has been denied access to the Chairman of the Audit Committee and that the complaints received were addressed properly during the year.

(d) Public Deposits

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 including any statutory modification(s) or re-enactment(s) for the time being in force and as such no amount of principal or interest was outstanding on the date of the Balance Sheet.

(e) Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company

There was no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

(f) Internal Control Systems and their adequacy

The Directors have laid down proper and adequate system of internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the adequacy and completeness of accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 201 3.

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

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

(g) Subsidiary Companies

Your Company has the following two subsidiaries:

(i) JBM Auto System Private Limited, and

(ii) JBM Ogihara Automotive India Limited

Your Company monitors performance of the subsidiary companies, inter-alia, by the following means:

(a) Mr. Mahesh Kumar Aggarwal, Independent Director of the Company has been nominated on the Board of its material subsidiary-JBM Auto System Private Limited and Mr. Sandip Sanyal, the Key Managerial Personnel (KMP) of the Company is also the KMP of its material subsidiary. They are actively involved in monitoring the progress of Subsidiary Companies.

(b) The Audit Committee periodically reviews the financial statements, in particular, the investments made by the Subsidiary Companies.

(c) The minutes of the Board Meetings of the subsidiary companies are placed at the Board Meeting of the Company.

(d) The Pol icy for determining ''material'' subsidiary as required under Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is hosted on the website of the Company under the web link http://www.jbm-group.com/pdfs/JBMA_Auto_Material-Subsidiary.pdf

(h) Salient Features of the Financial Statements of Subsidiaries, Associates and Joint Ventures

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company''s Subsidiaries'' and Associates'' in Form AOC-1 is attached to the financial statements.

(i) Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with the applicable Accounting Standards form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its two subsidiary companies and two joint venture companies.

(j) Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Companies Act, 201 3 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are forming part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 201 3 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of the Annual Report.

However, as per the provisions of Section 1 36(1) read with its relevant proviso of the Companies Act, 201 3, 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 without any fee.

(k) No Stock Option was granted to the Directors or Employees of the Company.

(I) Material changes and commitments 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. 31st March, 2016 and the date of Directors Report i.e. 30th May, 2016.

(m) Risk Management

The Company''s risk management practices primarily focus on the effectiveness of strategic programs in improving the competitive position and differentiation in market segments, the momentum of new initiatives to achieve long term business aspirations, preparedness to address any incidents that may cause business disruptions to the physical and technological infrastructure, strengthening internal controls and detect fraudulent activity, leadership development and monitoring possible impact of changes in our regulatory environment.

11. ACKNOWLEDGMENT AND APPRECIATION

Your Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the Central Government, the State Government, the Bankers, the Financial Institutions, Customers, Vendors and members of the Company. The Directors also wish to place on record their appreciation for all round co-operation and contribution made by the employees at all levels.

For and on behalf of the Board of Directors

Sd/-

Place: Gurugram (Haryana) Surendra Kumar Arya

Date: 30th May, 2016 Chairman


Mar 31, 2015

The Directors have pleasure in presenting the 19th Annual Report on the business and operations of the Company together with the audited accounts of your Company for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS

(Rs,In Crore)

Standalone Consolidated

Particulars

2014-15 2013-14 2014-15 2013-14

Total Revenue 608.50 572.37 1561.04 1369.48

Profit Before Tax 39.18 33.90 122.36 84.02

Less: Tax expenses 5.57 9.59 29.73 27.03

Profit Afar Tax 33.60 24.31 92.64 56.99

Less: Minority Interest - - 16.23 6.79

Profit Afar Tax (afar Minority Interest) 33.60 24.31 76.41 50.21

Balance brought forward 84.39 65.61 137.93 101.99

Add: Previous year adjustment in Profit of - - - (0.001)

subsidiary and joint venture.

Amount available for appropriation 117.99 89.92 214.34 152.20

Less: Dividend 11.00 3.51 11.00 8.49

Less: Dividend Tax 1.46 (0.41) 2.64 0.43

Less: Transfer to General Reserve 1.50 2.44 6.62 5.35

Balance carried forward to Balance Sheet 104.03 84.38 194.08 137.93

2. DIVIDEND AND APPROPRIATION

(A) Dividend

Your Directors are pleased to recommend a dividend of Rs. 2.50 per equity share (50% of Rs. 5/- each for the fnancial year 2014-15) as against the dividend of Rs. 3/- per equity share (30% of Rs. 10/- each for the financial year 2013-14).

(B) Appropriation

During the Financial year 2014-15, an amount of Rs. 1.50 crore (Rs. 2.44 crore in the financial year 2013-14) was transferred to General Reserve of the Company.

3. STATE OF THE COMPANY'S AFFAIRS

Financial Year 2014-15 has been yet another year of achievements for your Company. During the year under review, your Company performed well in this economic crisis and unfavorable economic condition.

During the year under review, on standalone basis, your Company achieved, a Total Revenue of Rs. 608.50 crore as against Rs. 572.37 crore recorded in the previous year, registering a growth of 6.31 %. The profit afar tax (PAT) increased to Rs. 33.60 crore from Rs. 24.31 crore in the previous year, registering a growth of 38.21 %.

During the year under review, on consolidated basis, your Company achieved a total revenue of Rs. 1561.04 crore as against Rs. 1369.48 crore recorded in the previous year, registering a growth of 13.99 %. The proof afar tax (afer minority interest) increased to Rs. 76.41 crore from Rs. 50.21 crore in the previous year, registering a growth of 52.18 %

4. MATERIAL CHANGES AND COMMITMENTS

During the year under review, your Company has approved and issued the following:

1. Sub-division of the face value of equity share from Rs. 10/- each to Rs. 5/- each.

2. Issue of Bonus Shares in the rate 1:1 i.e. One new equity share for existing one equity share held.

All the legal compliances under Companies Act, 2013 and listing Agreement in this regard had been completed.

5. CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with a Certificate from the Secretarial Auditor of the Company regarding the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company's operational and financial performance as well as the imitates taken by the Company in key functional areas such as Human Resources, Quality, etc. are given in the Management Discussion and Analysis Report, which forms part of this Annual Report. This report also discusses in detail, imitates taken by the Company in the areas of Corporate Social Responsibility and Sustainability.

7. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED

(i) Directors

Mr. H. R. Saini, Executive Director of the Company has retired from the Directorship of the Company w.e.f. 7th June, 2015. Your directors have appointed Mr. Sandip Sanyal as Additional Director of the Company, who shall hold office up to the date of ensuing Annual General Meeting of the Company.

The Company has received requisite notice in writing from a member of the Company proposing the candidature of Mr. Sandip Sanyal for the office of Director.

In terms of the Artcles of Association of the Company and the provisions of the Companies Act, 2013, Mr. Mahesh Kumar Aggarwal and Mr. Ashok Kumar Agarwal, Non-Executive Independent Directors of the Company shall not retire by rotation in the ensuing Annual General Meeting. Further, in terms of the Articles of Association of the Company and the provisions of section 154 of the Companies Act, 2013, Mr. Nishant Arya, will retire by rotation, at the ensuing Annual General Meetng. Mr. Nishant Arya, being eligible, offers himself for re-appointment.

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: htp://www.jbm-group.com/pdfs/jbm-auto-appointment-of-Independent- directors.pdf.

(ii) Key Managerial Personnel

Mr. H. R. Saini, Executive Director (retired on 07.06.2015) and Mr. Vivek Gupta, CFO & Company Secretary of the Company, the Key Managerial Personnel were already in the office before the commencement of the Companies Act, 2013. The Board of Directors in their meeting held on 6th February, 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.

Further, the Board of Director at their meeting held on 18.05.2015 have appointed Mr. Sandip Sanyal as Executive Director under the category of '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.

8. COMPLIANCE UNDER COMPANIES ACT, 2013

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements and the detail of compliances under Companies Act, 2013 are enumerated below:

8.1. Extract of Annual Return

An extract of Annual Return in Form MGT-9 as on March 31, 2015 is attached as Annexure-I to this Report.

8.2. Board Meetings held during the year

During the year, 5 meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report.

8.3. Directors' Responsibility Statement

Your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013, to the best of their knowledge and belief and according to the information and explanation obtained by them:

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

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

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

(d) that we had prepared the annual accounts on a going concern basis;

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

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

8.4. Policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under section 178(3) of the Companies Act, 2013

The Remuneration policy of the Company containing the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Corporate Governance Report.

8.5. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the financial statement and forms part of the Annual Report.

8.6. Particulars of contracts or arrangements with related parts referred to section 188(1) of the Companies Act, 2013

All transactions entered by the Company with Related Partes were in the Ordinary Course of Business and at Arm's Length pricing basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors.

There were no materially significant transactions with Related Parts during the financial year 2014-15 which were in confect with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 25 of the notes to the financial statements. The Form AOC-2 for the transactions made with the related prates during the financial year 2014-15 is attached as Annexure - II.

The policy on materiality of and dealing with related party transaction as approved by the Board of Directors of the Company may be accessed on the web site of the Company at the web link: htp://www.jbm-group.com/pdfs/JBMA_Auto_tp.pdf

8.7. AUDITORS

(A) Statutory Auditor

M/s. Mehra Goel & Co, Chartered Accountants, Statutory Auditors, will retre at the close of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received confirmation from them regarding their consent and eligibility under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company.

(B) Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company has engaged the services of Ms. Sunita Mathur, Company Secretary in Practice, New Delhi to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-III to this Report.

8.8. Comments by the Board on Audit Qualification

(i) Statutory Audit report

There are no qualifications, reservations or adverse remarks or disclaimers made by the statutory auditors, in their audit report on standalone financial statement of the Company.

However, auditors have given qualified opinion in their audit report on the consolidated financials of the Company.

Management Response & Comments by the Board on Audit Qualification is given at the page no. 94.

(ii) Secretarial Audit report

There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditor, in the Secretarial Audit report.

8.9. Risk Management

Your Company has a robust Risk Management policy. The Company through a Risk Management Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the megaton plans and risk reporting.

The Board had approved policy on Risk Management. The policy has been uploaded on the Company's website, under the web link: htp://www.jbm-group.com/pdfs/Risk-Management-Policy.pdf

8.10. Corporate Social Responsibility Imitates

During the year, your directors have constituted the Corporate Social Responsibilities (CSR) Committee comprising Mr. S. K. Arya as Chairman, Mr. Nishant Arya and Mr. Mahesh Kumar Aggarwal as other members. The said committee has been entrusted with the responsibilities of formulating and recommending to the Board, a CSR Policy indicating the actives to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending to the Board the amount to be spent on CSR actives. The CSR policy may be accessed on the Company's website at the link: htp://www.jbm-group.com/pdfs/JBMA_Auto_CSR_Policy.pdf.

The report on CSR actives is attached as Annexure-IV to this Report.

8.11. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards' performance, performance of the Chairman and other Non-independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remunerator and Stakeholders Relationship Committee) and Independent Directors (without participation of the Director being evaluated).

8.12. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Secton134(3)(m) of the Companies Act, 2013 are given in the Annexure V to this Report.

9. DISCLOSURES

(a) Audit Committee

The Audit Committee comprises of two Independent Directors & one Non-Executive Director namely Mr. Ashok Kumar Agarwal as Chairman, Mr. Mahesh Kumar Aggarwal and Mr. S. K. Arya as members. All the recommendations made by the Audit Committee were accepted by the Board.

(b) Nomination and Remunerator Committee

The Nomination and Remunerator Committee comprises of two Independent Directors & one Non-Executive Director namely Mr. Ashok Kumar Agarwal, Mr. Mahesh Kumar Aggarwal and Mr. S. K. Arya.

(c) Vigil Mechanism/ Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby farms that no director/ employee has been denied access to the Chairman of the Audit Committee and that the complaints received were addressed properly during the year.

The policy has been uploaded on the Company's website, under the web link:htp://www.jbm-group.com/investor-jal-wbp. asp?lk=investor2b3

(d) Public Deposits, Loans/ Advances/Guarantees/Investments

Your Company has not accepted any deposits from the public or its employees during the year under review.

(e) Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

(f) Internal Control Systems and their adequacy

Details of the same are provided in the Management Discussion and Analysis Report to this Report.

(g) Subsidiary Companies

Your Company has two subsidiaries namely:

i) M/s JBM Auto System Private Limited, and

ii) M/s JBM Ogihara Automotve India Limited

Your Company monitors performance of subsidiary companies, inter-alia, by the following means:

a) The Company has one material unlisted Indian subsidiary i.e. M/s JBM Auto System Private Limited, and Mr. Mahesh Kumar Aggarwal, Independent Director of the Company has been nominated on the Board of material subsidiary. Further, Mr. Sandip Sanyal has been appointed as Key Managerial Personnel (KMP) in JBM Auto Limited. He has also been appointed as Key Managerial Personnel (KMP) in JBM Auto System Private Limited and he will be involved in monitoring the progress of JBM Auto System Private Limited.

b) The Audit Committee reviews the financial statements, in particular, the investments made by the unlisted subsidiary company.

c) The minutes of the Board Meetings of the unlisted subsidiary companies are placed at the Board Meeting of the Company.

d) Your Company formulated a Policy on Material Subsidiary as required under Clause 49(V)(D) and the policy is hosted on the website of the Company under the web link htp://www.jbm-group.com/pdfs/JBMA_Auto_Material-Subsidiary.pdf

(h) Salient Features of the Financial Statements of Subsidiaries, Associates and Joint Ventures

Pursuant to Sexton 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's Subsidiaries' and Associates' in Form AOC-1 is attached to the financial statements.

(i) Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with applicable Accounting Standards form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its two subsidiary companies and two joint venture companies.

(j) Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remunerator of Managerial Personnel) Rules,2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules form part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remunerator of Managerial Personnel) Rules, 2014 form part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, 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 without any fee.

Any shareholder interested in obtaining a copy of the statement may write to the Company.

(k) 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. 31st March, 2015 and the date of the Directors' Report i.e. 12th August, 2015.

(l) No cases filed under section 22 of the Sexual Harassment of Women at workplace (Preventon, Prohibiton and Redressal) Act, 2013.

(m) No Stock Option was granted to the Directors or Employees of the Company.

10. CORPORATE GOVERNANCE

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a company's structure, its Board of Directors, its policies and guidelines, its culture and the behavior of not only its offers and directors, but also all of its employees

11. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors take this opportunity to thank the Company's customers, shareholders, suppliers, bankers, financial institutions and the Central and State Governments for their unstinted support. The Directors would also like to place on record their appreciation to employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board

Sd/-

S. K. ARYA

Chairman

Place: Gurgaon (Haryana) DIN : 00004626

Date: 12.08.2015


Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 18th Annual Report of your Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS

(Rs. in Crores)

PARTICULARS STANDALONE CONSOLIDATED 2013-14 2012-13 2013-14 2012-13

Total Revenue 572.37 459.09 1369.48 1174.77 Profit Before Tax 33.90 20.59 84.02 59.84 Less: Tax expenses 9.59 6.84 27.03 21.89 Profit After Tax 24.31 13.75 56.99 37.95 Less: Minority Interest - - 6.78 5.34 Balance brought forward 65.61 55.81 101.99 77.69 Add: Previous year adjustment in profit of subsidiary and joint venture - - (0.001) 0.03 Profit available for appropriation 89.92 69.56 152.20 110.32 Less: Dividend 3.51 2.44 8.49 3.74 Less : Dividend Tax (0.41) 0.41 0.43 1.22 Less: Transfer to General Reserve 2.44 1.10 5.35 3.37 Balance carried forward to Balance Sheet 84.38 65.61 137.92 101.99

2. OPERATIONAL AND FINANCIAL REVIEW

As anticipated in the close of the financial year 2012-13, the automobile sector showed a decline by 6.10% during the financial year 2013-14, as a result of continued economic slowdown, weak consumer sentiments, rising fuel prices and high interest rates. However, during the year under review, your Company performed well despite the economic crisis and unfavorable economic conditions.

During the year under review, on standalone basis, your Company achieved a Total Revenue of Rs. 572.37 crores as against Rs. 459.09 crores recorded in the previous year registering a growth of 24.67%. The Profit after Tax (PAT) increased to Rs. 24.31 crores from Rs. 13.75 crores in the previous year, registering a growth of 76.80%.

During the year under review, on consolidated basis, your Company achieved a Total Revenue of Rs.1369.48 crores as against Rs.1174.77 crores recorded in the previous year registering a growth of 16.57%. The Profit after Tax (PAT) increased to Rs. 50.20 crores from Rs. 32.60 crores in the previous year, registering a growth of 53.99%.

3. SUBSIDIARIES

Your Company has two subsidiaries namely M/s JBM Ogihara Automotive India Ltd. and M/s JBM Auto System Pvt. Ltd.

4. PARTICULARS UNDER SECTION 212 OF COMPANIES ACT, 1956

As per the General Circular No 2 / 2011 dated 8th February, 2011, of the Ministry of Corporate Affairs, the Central Government has granted general exemption to the Companies for not attaching the Annual Accounts of its Subsidiaries.

Your Directors have given their consent for not attaching the Annual Accounts of its Subsidiaries in their meeting held on 30th May, 2014. Pursuant to the circular of the Ministry of Corporate Affairs, it is decided by the Board that the annual report of the Company shall present the consolidated financial statements of your Company and all its subsidiaries duly audited by its statutory auditors.

5. DIVIDEND AND APPROPRIATION

(A) Dividend

Your Board of Directors are pleased to recommend a Dividend of Rs. 3/- (30%) per equity share of Rs.10/- each for the financial year 2013-14 as against the dividend of Rs. 2/- (20%) per equity share of Rs. 10/- each for the financial year 2012-13.

(B) Appropriation

During the financial year 2013-14, an amount of Rs. 2.44 crores (Rs. 1.10 crores in the financial year 2012-13) was transferred to General Reserves of the Company.

(C) Bonus Issue and Sub-Division of Equity Shares

Keeping in view of the consistent good performance of the Company and to reward our esteemed shareholders, your Directors in their meeting held on 14th August, 2014 have recommended issue of bonus shares in the proportion of 1 (One) Equity share for every 1 (One) Equity share held by capitalizing an amount of Rs. 10.20 crores from Securities Premium Account/Free Reserves and also in order to increase the liquidity in trading, has recommended to sub-divide 1 (one) Equity share of Rs. 10/- each into 2 (two) equity shares of Rs. 5/- each. The same shall be put up for approval of the shareholders in the ensuing Annual General Meeting of the Company.

6. EXPANSION STATUS

The plant at Pithampur, Indore (M.P.) has commenced commercial production w.e.f. 20th July, 2013. This is a state of art plant set up to supply skin panels, large sub- assemblies etc (both for domestic & export market) mainly for Volvo Eicher Commercial Vehicles (VECV). This plant shall also be supplying frame assembly, exhaust systems and other parts for the current and upcoming models of Mahindra Two Wheelers (M2W).

The Plant at Pathredi, Bhiwadi, (Rajasthan) has commenced commercial production w.e.f. 1st February, 2014 mainly to cater to the needs of Honda Cars India Limited, for supply of sheet metal components, assemblies etc. (both for domestic & export market).

A dedicated "Skill Development Centre (SDC) " has been set up by the Company to train the candidates on employable skills in Fabrication and Production & Manufacturing sector to meet the skill shortage in industry. This Centre is registered as Vocational Training Provider (VTP) under Skill Development Initiative Scheme (SDIS) of Government of India. More than 200 tribal category unemployed youths have been trained & placed from North Eastern Region, Chhattisgarh and Madhya Pradesh, thus meeting the societal objective. The center offers both long term and short term training courses for school leavers and refreshers.

Bus Project Outlook

The Company launched its first True Low Floor Bus - ''CITYLIFE'' that has been especially designed in Europe for intra-city travel in India. ''CITYLIFE'' was launched with much fanfare at the Auto Expo 2014 in Greater Noida. State-of-the-art technology deployed in ''CITYLIFE'' consists of many unique features like monocoque structure, Independent Front Suspension (IFS), Inverted Portal Axles (IPA) and Disc Brakes with ABS on all wheels which gives a completely low floor bus with superior ride and handling with enhanced safety. These features ''CITYLIFE'' is the first in the Domestic market and provide distinct advantages over competition. The 230 HP CNG Base model of ''CITYLIFE'' has now been completely developed in India and is under product validation and homologation. The next few months will witness start of Volume Production for the base model and development of application specific variants like Tarmac and School Buses.

The Bus Project is also currently engaged in developing a Base model of 280 HP diesel for the ''CITYLIFE''. It is expected that Prototype of this program will be ready by the end of Quarter 3 of this fiscal year. The Company is betting high on ''CITYLIFE'' and expects to capture significant market share in Major Metros like New Delhi, Mumbai and Chennai etc. by end of current financial year.

One of the Company''s subsidiary namely M/s JBM Auto System Pvt. Ltd. is undertaking expansion project at Sanand, Gujarat mainly to cater the needs of Ford India Pvt. Ltd. (for domestic and export market) for supply of sheet metal components, assemblies etc.

All these expansions and new business shall substancially expand the capacities and give your Company a big leap forward to generate the revenue for the future growth of the Company.

7. HUMAN RESOURCES DEVELOPMENT

People are the assets and have been instrumental in driving the Company''s performance year on year. Their passion, commitment, sense of ownership and team work has enabled the Company to sustain its leadership position in the challenging market scenario of 2013-14. The Company has always striven to offer a positive, supportive, open and high performance work culture where innovation and risk taking is encouraged, performance is recognized and employees are motivated to realize their true potential.

The Company is an equal opportunity employer and believes in recognizing merit and potential in the selection process. The Company has been investing to strengthen positive employee relations through continuous communication, education, engagement and welfare initiatives. Focus has also been to provide opportunities to employees to learn and grow within the organization.

8. FIXED DEPOSITS

The Company has neither invited nor accepted any 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 as on the date of the Balance Sheet.

9. DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Board recommends the appointment of Mr. Ashok Kumar Agarwal and Mr. Mahesh Kumar Aggarwal as Independent Directors not liable to retire by rotation for a period of 5 (Five) consecutive years up to 31.03.2019 subject to approval of the shareholders in general meeting of the Company. These Directors have given the declarations 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. S. K. Arya and Mr. Nishant Arya, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Board recommends the re-appointment of Mr. S. K. Arya and Mr. Nishant Arya.

Mr. Dhanendra Kumar, IAS (Retd.) had joined as Additional Director of the Company on 9th January, 2014 but due to increased involvement in Government affairs, he resigned on 9th May, 2014.

As per provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges, the Company shall have at least one Woman Director. Accordingly, the Board of Directors have appointed Mrs. Vimal Vasisht, IRS (Retd.) as an Additional Director of the Company w.e.f. 21st July, 2014, who shall hold office up to the date of 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. Vimal Vasisht for the office of Director. The Board recommends her appointment as an Independent Director of the Company not liable to retire by rotation for a period of 5 (Five) consecutive years.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

ii. that they have selected such accounting policies 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, 2014 and of the profit of the Company for that period;

iii. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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, 2014 have been prepared on a going concern basis.

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

Information as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I forming part of this Report.

12. 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 are recommended 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 139(1) of the Companies Act, 2013. The Board recommends their re-appointment.

13. 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 Jitender Navneet & Co., Cost Accountants as the Cost Auditors of the Company to conduct the Cost Audit and submit the report for the financial year 2013-14.

14. PARTICULARS OF EMPLOYEES

No employee of the Company was drawing remuneration, whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report, pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, is annexed hereto, forming an integral part of this report.

16. CORPORATE GOVERNANCE

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

17. LISTING FEES

The shares of your Company are listed on the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE"). Listing fees has already been paid for the financial year 2014-15. Further, annual custodial fee have also been paid to NSDL & CDSL for the financial year 2014-15.

18. TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNT 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 (Seven) years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to provisions of Section 205C of the said Act.

19. INDUSTRIAL RELATIONS

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

20. ACKNOWLEDGEMENT

Your Directors convey their sincere thanks to the customers, suppliers, bankers and central and state governments for their continued guidance, support and cooperation.

Your Directors place on record their deep appreciation of the contribution made by employees at all levels. Your Company''s consistent growth was made possible by their hard work, commitment, teamwork and loyalty.

The Board of Directors of the Company also express their gratitude to the Shareholders for their valuable and un-stinted support extended to the Company throughout the year.

Your Directors acknowledge the trust and confidence reposed by all the Shareholders of the Company.

For and on behalf of the Board

Place: Gurgaon (Haryana) Date: 14th August, 2014 Sd/- S. K. Arya Chairman


Mar 31, 2013

Dear MeMbers,

The Directors have the pleasure in presenting the 17th Annual Report of your Company together with the Audited Statement of Accounts for the fnancial year ended 31st March, 2013 and Auditors report thereon.

Financial results

(Rs.In Lacs) Particulars STANDALONE CONSOLIDATED 2012-13 2011-12 2012-13 2011-12

Gross Sales & Other Income 52126.49 44796.06 132565.58 108810.88

Proft Before Tax 2059.23 1142.81 5984.07 4783.67

Less: Provision for Tax 683.94 426.87 2189.43 1584.53

Proft After Tax 1375.29 715.95 3794.63 3199.14

Less: Minority Interest 534.27 611.56

Balance brought forward 5580.98 5129.32 7768.54 5513.06

Add: Share of previous year adjustment in Proft of 3.49 (78.11) subsidiary and joint venture.

Add: Transfer to Goodwill 10.31

Proft available for appropriation 6956.27 5845.27 11032.40 8032.83

OperatiOnal anD Financial review

The Indian Auto and Auto Components Industry is currently facing its most formidable challenge-that of slowing demand and that too across the board. If the year 2011-12 was bad, the year 2012-13 has turned out to be worse as other segments too including the domestic two wheelers (2W) segments as also exports to overseas OEMs and tier-1 players have come into the grips of the slowdown. Auto component manufacturers are grappling with a rising cost structure arising from volatile currency movements, frm interest rates and infation in other overheads including employee costs and power costs. Decline in revenues had signifcantly hurt both profts as well as margins of auto-component manufacturers in 2012-13.

During the year under review your Company recorded sales & other income of Rs.52126.49 lacs as against Rs.44796.06 lacs recorded in the previous year, registering a growth of 16.36%. The Proft before Tax (PBT) is increased to Rs.2059.23 lacs from Rs.1142.81 lacs in the previous year registering a growth of 80.19%.

subsiDiaries

Your Company has two subsidiaries namely M/s JBM Ogihara Automotive India Limited and M/s JBM Auto System (P) Limited. particulars unDer sectiOn 212 OF the cOMpanies act, 1956

As per the circular of the Ministry of Corporate Affairs dated 8th February, 2011, the Central Government has granted the general exemption to the Companies for not attaching the Annual Accounts of its Subsidiaries.

Your Directors have given their consent for not attaching the Annual Accounts of its Subsidiaries in their meeting held on 23rd May, 2013. Pursuant to the circular of the Ministry of Corporate Affairs, it is decided by the Board that the annual report of the Company shall present the consolidated fnancial statements of your Company and all its subsidiaries duly audited by its statutory auditors.

DiviDenD anD apprOpriatiOns apprOpriatiOn

During the year 2012-13, an amount of Rs.110/- lacs (in 2011-12 – Rs.40/- lacs) was transferred to General Reserves of the Company.

DiviDenD

Your Board of Directors are pleased to recommend a Dividend of Rs.2/- (20%) per share on fully paid up Equity shares of Rs.10/- each for the Financial Year 2012-13. The dividend distribution would result in an outfow of Rs.238.63 lacs including corporate dividend tax. The dividend is tax free in the hands of recipient.

expansiOn

Presently the Company is undertaking the expansion projects at Pithampur, Indore (M.P.) mainly to cater to Volvo Eicher Commercial Vehicles (VECV) and Mahindra Two Wheelers (M2W) projects for supply of Sheet Metal Components, Assemblies etc. The production in this unit shall start in the current fnancial year.

The Company is also installing new facilities for manufacturing of Passenger Buses and other allied products at its manufacturing units situated at Ballabgarh (Faridabad) and Kosi Kalan (Mathura).

All these expansions shall give your Company a big leap forward to generate the revenue for the future growth of the Company.

awarDs

During the year under review, your Company has received the Award from VECV for the "Outstanding Contribution to the Supply Chain Management", in their VECV Supplier Conference 2013 held at Indore.

DirectOrs

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. S. K. Arya, Director of the Company will retire by rotation in the forthcoming Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board recommends the re-appointment of Mr. S. K. Arya. The Brief resume/details relating to Mr. S. K. Arya, Director, who is to be re-appointed, is furnished in the explanatory statement of the notice of the ensuing Annual General Meeting.

The above appointments/re-appointments are subject to the approval of the members in the ensuing Annual General Meeting.

DirectOrs'' respOnsibility stateMent

Your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956, to the best of their knowledge and belief and according to the information and explanation obtained by them:

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 they have selected such accounting policies 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 year ended on that date;

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

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

ManageMent DiscussiOn & analysis repOrt

The Management Discussion & Analysis Report, pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, is annexed hereto, forming an integral part of this report.

cOrpOrate gOvernance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a 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 Auditors, M/s Mehra Goel & Co. will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certifcate 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 observations of the Auditors have been explained wherever necessary in the appropriate notes to the Accounts and do not call for any further comments.

appOintMent OF cOst auDitOrs

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

particulars OF cOnservatiOn OF energy, technOlOgy absOrptiOn & FOreign exchange earnings anD OutgO

Information as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I forming part of this Report.

particulars OF eMplOyees

No employee of the Company was drawing remuneration as prescribed under Section 217 (2A) of the Companies Act, 1956.

listing Fee

The Shares of your Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Listing fees has already been paid for the fnancial year 2013-14. Further, Annual Custodial fee have also been paid to NSDL & CDSL for the F.Y. 2013-14.

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 will be 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, through out the year under review.

appreciatiOn

Your Directors convey their sincere thanks to Company''s customers, suppliers, bankers and Central and State Governments for their continued guidance, support and cooperation.

Your Directors place on record their deep appreciation of contribution made by employees at all levels. Your Company''s consistent growth was made possible by their hard work, commitment, teamwork and loyalty.

The Board of Directors of the Company also expressed their gratitude to the Shareholders for their valuable and un-stinted support extended to the Company throughout the year.

Your Directors acknowledge trusts and confdence reposed by all the Shareholders of the Company.

For and on behalf of the Board

Place: New Delhi s. K. arya

Date: 8th August, 2013 Chairman


Mar 31, 2009

The Directors have pleasure in presenting the Thirteenth Annual Report of your Company together with the Audited Statement of Accounts for the fnancial year ended 31st March, 2009.

Financial Results

(Rs. in lacs)

Particulars 2008-09 2007-08

Gross Sales & Other Income 24738.04 22077.49 Proft Before Tax 2007.49 917.94 Less: Provision for Tax 722.39 264.17 Proft After Tax 1285.10 653.77 Balance brought forward 2463.77 2255.06 Proft available for appropriation 3748.87 2908.83 Appropriation: Proposed Dividend - 152.98 Dividend Tax - 26.00 Transferred to General Reserve - 275.00 Impact of transactional adjustment for employee benefts - (8.92) Balance carried to Balance Sheet 3748.87 2463.77

Operational and Financial Review

The Year 2008-09 has been one of the tough year for the Auto Industry worldwide with global economies gripped with recession resulting into drastic fall in volumes of major OEMs. The performance of the Indian Auto Industry was also not well with the Industry managing a growth of just over 3%. The moderate growth of automobile industry has its effect on the overall operational performance of the company.

Your company recorded sales & other income of Rs. 24738.04 lacs as against Rs. 22077.49 lacs recorded in the previous year registering a growth of 12.05%.

The Proft After Tax(including exceptional item) is increased from Rs.653.77 lacs to Rs.1285.10 lacs registering a growth of 96.57%.

Dividend

Keeping in view the uncertain market conditions and ensuing expansion and Investment plans of the Company, the Directors have recommended to skip the dividend for the year under review.

Acquisitions & Joint Ventures Acquisitions

During the month of April, 2009 your Company has acquired 73.89% stake from Thyssenkrupp Tallent Limited (TKTL) in the ThyssenKrupp JBM (P) Ltd., a joint venture between JBM and TKTL, now known as JBM Auto System Private Limited (JBMASL). After this acquisition, JBMASL has become subsidiary of the company. The JBMASL was formed in 1998 to supply Chassis & Suspension parts mainly to Ford India. After the acquisition of JBMASL plant, now your company is able to reach all OEMs situated in that region viz. Renault Nissan, Toyota etc.

Joint Ventures

In the previous year your Company has entered into a 50:50 Joint Venture (JV) with Magnetto Automotive S.P.A. (Italy) for setting up plant for manufacture of Skin Panels, Body Welded parts etc. for Tata Motors & Tata Fiat Joint Venture. The said plant has already started commercial production and making components for the Tata new Indica and two newly launched Fiat Models, Linea and Grande Punto.

In the previous year your Company has also entered into a 50:50 Joint Venture with Sandhar Technologies Limited for operating and manufacturing the Tool Room and Technical Centre of Pithampur Auto Clusters Ltd. located at Indore (MP). The Tool Room is ready and it is expected to be handed over to the company and become operational in the month of August, 2009.

During the year your Company has entered into another Joint Venture with Ogihara (Thailand) Company Limited to establish a plant at Bangalore for manufacturing of BIW parts for Toyota Kirloskar Pvt. Ltd. The Company alongwith its associates will be holding 51% paid up equity shares in the JV company namely JBM Ogihara Automotive India Ltd. (JOAIL).

All these Acquisitions & Joint Ventures shall give your Company a big leap forward in the revenues and future growth of your Company.

Directors

Mr. S.K. Arya, Director of the Company will retire by rotation in the forthcoming Annual General Meeting of the Company and being eligible, has offered himself for re-appointment as Director.

Mr. Nishant Arya is appointed as additional Director of the Company w.e.f. 30th July 2009 and will hold offce till the forthcoming Annual General Meeting. Mr. Nishant Arya has expressed his willingness to be appointed as Director of the Company.

Ms. Esha Arya has resigned from the offce of Director w.e.f. 30th July 2009, due to her pre occupation in other assignments. The Directors places on record their appreciation for the services rendered by her during her tenure as Director of the Company.

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

Directors Responsibility Statement

Your Directors make the following statement in term of Section 217 (2AA) of the Companies Act, 1956, to the best of their knowledge and belief and according to the information and explanation obtained by them:

i) that in the preparation of the annual accounts for the fnancial year ended 31st March, 2009 the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) that they have selected such accounting policies 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, 2009 and of the proft of the Company for the year ended on that date;

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

iv) that the annual accounts of the year ended 31st March, 2009 have been prepared on a going concern basis.

Management Discussion & Analysis Report

The Management Discussion & Analysis Report, pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, is annexed hereto, forming an integral part of this report.

Corporate Governance

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

Auditors

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

The observations of the Auditors have been explained wherever necessary in the appropriate notes to the Accounts and do not call for any further comments.

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

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I forming part of this Report.

Particulars of Employees

Information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, is given in Annexure-II forming part of this Report.

However, having regard to the provision of section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all 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 Fee

The Shares of your Company continued to be listed at Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Listing fees has already been paid for the fnancial year 2009-10. Further Annual Custodial fee have also been paid to NSDL & CDSL.

Industrial Relations

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

Appreciation

Your Directors convey their sincere thanks to companys customers, suppliers, bankers and Central and State Governments for their continued guidance, support and cooperation.

Your Director place on record their deep appreciation of contribution made by employees at all levels. Your Companys consistent growth was made possible by their hard work, commitment, teamwork and loyalty.

The Board of Directors of the Company also express their gratitude to the shareholders for their valuable and un-stinted support extended to the Company throughout the year.

Your Directors acknowledge trusts and confdence reposed by all the Shareholders of the Company.

For and on behalf of the Board Place: New Delhi S. K. Arya Date: July 30, 2009 Chairman


Mar 31, 2003

The Directors have pleasure in presenting Annual Report of your Company together with the Audited Statement of Accounts for the Financial Year ended 31st March 2003.

Financial Results

(Rs. in lacs) Particulars 2002-03 2001-02

Sales and Other Income 4402.33 4317.02

Profit Before Tax 300.21 274.06

Provision for Tax 137.41 114.69

Profit After Tax 162.80 159.37

Appropriation:

Proposed Dividend 84.99 -

Dividend Tax 10.88 -

Transferred to General Reserve 5.00 -

Operational and Financial Review

During the financial year 2002-03, the total income of the Company has increased to Rs.4402.33 lacs from Rs.4317.02 lacs of the previous year. The Company has recorded a net profit after tax of Rs.162.80 lacs as compared to Rs.159.37 lacs in the previous year.

Dividend

The Board is pleased to recommend maiden dividend of 12.50% on equity shares of Rs. 10/- each for the financial year 2002-03.

With effect from 1st April 2003, the dividend income is tax free in the hands of shareholders.

Expansion

The Company is setting up new manufacturing unit at Greater Noida, Uttar Pradesh to cater to the various customers on Just-In-Time (IIT) basis in this region. The production at the new unit will start in current financial year.

The Company has one of the best Tool Rooms at its Faridabad location. To further upgrade its Tool Room facilities with international benchmarking, the Company is adding more CNC Machines, Latest CAD/CAM Softwares, Coordinating Measuring Machine, CNC Flaming Cutting Machine, Vertical Machining Centre etc. These new additions will substantially enhance the capacities of the Company to manufacture large and precision toolings. The Company is also adding fixtures manufacturing facilities.

The ensuing expansion will give a big leap forward to the revenues of the Company.

Environmental Policy

Your Company gives high priority to conservation of natural resources and protection of environment from pollution. The Company has obtained ISO 14001-1996 Environmental Management System (EMS) in January, 2003.

The Company has also adopted an environmental policy.

Operations of the Company do not involve any hazardous activity. For optimum utilization of the water, the Company has already started rain water harvesting in the plant.

Awards and Certificates

During the year, your Company has received the following awards/certificates:

i) Award for Outstanding Contribution to Parts Development in the year 2002 from M/s Eicher Motors Limited.

ii) Supplier Award for Outstanding Performance in the category of Cost for the. year 2002 from M/s Honda Siel Cars India Ltd.

iii) Renewal of QS-9000 Certification.

iv) ISO 14001 - 1996 Certification for Environmental Management System.

Directors

Mr. S. K. Arya and Mr. Ashok Kumar Agarwal, Directors of the Company will retire by rotation in the forthcoming Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment as Directors.

Directors Responsibility Statement

Pursuant to the Section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby state:

i) that in the preparation of the annual accounts for the financial year ended 31 st March 2003, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

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

iii) that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts had been prepared on a going concern basis.

Corporate Governance

Though the shares of the Company are yet to be listed, your Company has taken initiative on its own to comply with the Listing Guidelines of Stock Exchanges on Corporate Governance on voluntary basis. The Report on Corporate Governance and Management Discussion & Analysis have been incorporated in this Annual Report separately along with Auditors Certificate.

Listing of Shares

The Company has filed the listing application with The Delhi Stock Exchange Association Limited (DSE), The National Stock Exchange of India Ltd. (NSE) and The Stock Exchange Mumbai (BSE) within time as per the order of the Honble High Court of Delhi as per the Scheme of Arrangement. However, the Company has received a letter from DSE for non-listing of shares on the ground of non- compliance of Rule 19(2)(b) of the Securities Contracts (Regulation) Act, 1956

As the shares of erstwhile transferor Company are already listed, in the opinion of Companys lawyer the action of DSE and SEBI is against the order of the Honble High Court, accordingly the Company has filed a writ petition with the Honble High Court of Delhi for non-listing of Companys shares.

Auditors & Auditors Report

The Auditors M/s Mehra Coel & Co. will retire at the conclusion of the ensuing Annual General Meeting and offer themselves for re-appointment on being eligible.

The observations of the Auditors have been explained wherever necessary in the appropriate notes to the accounts and do not call for any further comments.

Deposits

Your Company has not accepted any deposit under Section 58A of the Companies Act, 1956 and rules made there under.

Statutory Disclosures

Information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I forming part of this Report.

No employee of the Company falls under the limit as specified in section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by Companies (Particulars of Employees) Rules 2002.

Appreciation

The Directors wish to place on record their sincere thanks and appreciation for the guidance, support and continued cooperation extended by Central Government and State Government, Bankers, Customers and Suppliers.

The Directors also take this opportunity to acknowledge the dedicated efforts of the employees of the Company.

Your Directors acknowledge trusts and confidence reposed by all the Shareholders of the Company.

For and on behalf of the Board

S.K. Arya Chairman Place : New Delhi Date : 28th June, 2003


Mar 31, 2002

The Directors have pleasure in presenting the Annual Report of your Company together with the Audited Statement of Accounts for the financial year ended 31 st March 2002.

Financial Summary

(Rs. in lacs) 2002 2001

Sales & Other Income 4317.02 7358.04

Profit before Depreciation & Financial Charges 512.01 276.69

Depreciation 150.56 141.73

Financial Charges 87.39 110.32

Profit Before Tax 274.06 24.64

Provision for Taxation - Current Year 21.00 2.10

- Deferred Tax 93.69 0.00

Profit After Tax 159.37 22.54

Financial Performance

During the period under review, the Company recorded sales and other income of Rs. 4317 Lacs as compared to Rs. 7358.04 Lacs in the previous year. The decline in sales is due to dropping volumes of OEMs (automobiles), to which the Company is a main supplier. However the Company, with the concerted efforts for cost reduction, has been able to record a profit of Rs. 274.06 Lacs before tax as compared to Rs. 24.64 Lacs in the previous year.

The Board has not recommended any dividend for the period considering the funds requirement of the Company for operations.

Future Outlook

Your Company is one of the largest manufacturer & supplier of sheet metal components, press tools dies, jigs and fixtures to the automobile and tractor sector.

In view of the declining and stagnant vehicle sales volume, the Company is diversifying its customers base and laid its focus on the other engineering industries especially the white goods industry. In the current year, the Company has been able to finalize business with few of the major white goods manufacturers in the northern region. The Company is also under active negotiation for the new business of tools and dies with various Auto OEMs for their up coming new models.

The Company has the most sophisticated and state- of-art tool room facilities installed at its Faridabad location, which is catering to auto sector and white goods industry. The Company is now aggressively working on modernization of tool room facilities and adding the state of the art tools and fixtures, designing software and facilities. This will give your Company a cutting edge from its competitor

Allotment of Shares

The Company has made the allotment of equity shares on 19th January 2002, as per the Scheme of Arrangement approved by the Honble High Court of Delhi.

Applications have already been made to Delhi, Mumbai and National Stock Exchanges for listing of the equity shares pursuant to the Scheme and approval is expected soon.

Agreements have been signed with, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. Shareholders, who have not opted for this facility, are advised to dematerialize their shares with either of the depositories.

Human Resources & Industrial Relations During the year, HRD Department has conducted several training programmes and workshops for the employees at various levels to enhance professional and personal skills viz. Effective Communication, Team Building, Conflict Management, Stress Management, Kaizen, QS 9000, Leadership Development and Entrepreneurship Qualities etc.

During the year 2001-02, there has been complete harmony and co-operation on the industrial relations front.

Directors

Mr. F. C. Singhal, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Mr. M. K. Aggarwal and Mr. H. R. Saini were appointed as an Additional Director of the Company on 7th June 2002. The term of additional directors shall expire at the forthcominjg Annual general Meeting of the Company. Notices have been received from shareholders of the Company under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Aggarwal and Mr. Saini for the office of Director. Your directors recommend the appointment.

Mr. D.S. Gupta, Mr. Deepak Bhandari, Mr. Rajiv Dube, Mr. R. Mukundan and Mr. S. Visvanathan have stepped down as Directors of the Company w.e.f. 11th April 2002. The Directors places on record its appreciation for the services rendered by them during their tenure as Directors.

Directors Responsibility Statement The Board of Directors hereby state that:

I. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

II. We have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period under review;

III. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. We have prepared the annual accounts on a going concern basis.

Auditors

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 observations of the Auditors have been explained wherever necessary in the appropriate notes to the Accounts and do not call for any further comments.

Statutory Disclosure

The information required under the Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure - I, forming part of this Report.

No employee of the Company has come under the limit as specified in section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by Companies (Particulars of Employees) Rules 2002.

Acknowledgments

The Directors wish to place on record their sincere thanks and appreciation for the continued support and guidance received from customers, suppliers, Bankers/ Financial Institutions, Central Government & Government of Haryana and other business constituents. Your directors also acknowledge the dedicated efforts of the employees.

Your Directors acknowledge the trust and confidence reposed by all the shareholders in the Company.

For and on behalf of the Board S. K. Arya Chairman

Place : New Delhi Date : 7th June, 2002

 
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