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Directors Report of Jullundur Motor Agency (Delhi) Ltd.

Mar 31, 2015

THE SHAREHOLDERS

The Directors are pleased to present their Sixty-sixth (66th) Report on the business and operations of the Company for the Financial Year ended 31st March, 2015.

Financial Highlights

The table given below gives the financial highlights of the Company on Standalone basis for the Financial Year ended 31st March, 2015 as compared to the previous Financial Year.

(INR In Lacs) Particulars Standalone 2014-15 2013-14

Revenue from Operations 38151.79 37304.44

Other Income 507.06 247.26

Total Income 38658.85 37551.70

Total Expenses 36535.58 35504.36

Profit before Tax (PBT) 2123.27 2047.34

Less: Provision for Tax Current 681.00 660.00

- Deferred (13.06) 3.61

Profit available for appropriation 1455.33 1383.73

- _Interim dividend 238.54 238.54

- Proposed dividend Nil Nil

- Dividend Tax 47.69 40.54

- General reserve 1100.00 1100.00

Balance carried forward 408.76 357.21

Performance Review

During the year under review, revenues grew by 2.27% approx. to INR 38151.79 Lacs. Whereas, other income increased by 105.07% approx. to INR 507.06 Lacs only. While Profit before tax increased by 3.71% approx. to INR 2123.27 Lacs. Profit after tax also improved by 5.13% approx. to INR 1455.33 Lacs. Earnings per Share for the year stood at INR 24.40 only.

Dividend

Your Directors had declared Interim Dividend of INR 4/- (40 percent per equity share) per share in the meeting of Board of Directors of the Company held on 23rd January, 2015. Keeping in view the performance for the year 2014-15, Interim Dividend is considered as Final Dividend.

Transfer of Unclaimed Dividend to Investor Education & Protection Fund (IEPF)

As per Section 124 and 125 of the Companies Act, 2013, any amount in the unpaid dividend accounts of the Company, which has remained unclaimed and unpaid for a period of seven years from the date they become due for payment, needs to be transferred to 'Investor Education and Protection Fund' (IEPF Fund) established by the Central Government.

In line with the above provision, during the year, the Company has transferred following unpaid dividend to IEPF:

Dividend A/c Amount(INR) Date of Transfer

Unpaid Dividend A/c 2006-07(Final) 330,936/- 28th October, 2014

Transfer to Reserves

After payment of interim dividend, an amount of INR 11,00,00,000/- (INR Eleven Crores only) generated out of profits of the Company has been transferred to General Reserve Account during this Financial Year. Moreover, an amount of INR 4,08,76,438/- is proposed to be carried forward in the Profit and Loss account.

Subsidiary, Joint Ventures, Associate Companies

Your Company has no subsidiary company. Its Joint ventures and Associate Companies are:

a) JMA Rane Marketing Limited (CIN No.: U51909DL1991PLC042645);

b) Jullundur Auto Sales Corporation Limited (CIN.: U34101DL1959PLC003066); &

c) ACL Components Limited (CIN No.: U32204HR1985PLC049478)

All the associates & joint venture are involved in the business of distribution of spare parts in different regions of India. A statement showing the salient features of the financial statement of the associate and joint ventures companies are attached herewith as Annexure - A forming part of this report.

Public Deposits

Pursuant to Section 74 of the Companies Act, 2013 and rules made thereunder, the Company had made the repayment of entire deposits amounting to INR 9,23,54,000/- standing as on 1st April, 2014. Moreover, the Company had also not accepted any fresh public deposits during the FY 2014-15. There were no overdue(s) on accounts of principal or interest on public deposits.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are not applicable to the Company during the period under review. Details on Foreign Exchange earning and outgo are as under:

Changes in Share Capital

There has been no change in Share Capital of the Company as compared to last Financial Year.

Extract of Annual Report

Form MGT-9 providing an extract of the Annual Return as prescribed under Section 92 of the Companies Act, 2013 and the Rules made thereunder, is annexed as Annexure - B of this Report.

Directors and Key Managerial Personnel

In accordance with Section 52 of the Companies Act, 2013 and Articles of Association of the Company, Shri Aditya Puri (DIN: 00052534) and Shri Ranjit Puri, (DIN: 00052459) Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

During the year under review, Shri Virat Sondhi (DIN: 00092902) had resigned from the office of the permanent Chairmanship of the Company on 28th May, 2014. However, Shri Sondhi continues to be Managing Director of the Company. Subsequently, CA Subhash Chander Vasudeva (DIN: 00055588), Independent Director, had been unanimously appointed as Permanent Chairman of the Board in the meeting of Board of Directors held on 28th day of May, 2014. However, Disclosure had already been in Annual Report of Financial Year 2013-14 in this regard.

Smt. Dipika Chopra (DIN: 00640583) and Shri Satinder Lal Puri (DIN: 02311844) had resigned from the directorship of the Company w.e.f 27th May, 2014 and 29th September, 2014 respectively. The Board places on record its deep appreciation for their invaluable support and guidance during their association with the Company.

Your Directors had appointed Shri Sanjay Saigal (DIN: 06883322) and CA Mohindar Mohan Khanna (DIN: 00025428) as an Additional Directors in the category of Independent Directors on the Board of the Company w.e.f. 28th May, 2014 and 29th September, 2014 respectively. However, appointment of Shri Sanjay Saigal had been confirmed by the shareholders of the Company in their annual general meeting held on 29th September, 2014 for a period of 5 year as an Independent Director on the Board of the Company.

Whereas, CA Mohindar Mohan Khanna (DIN: 00025428) shall hold the office of Additional Director (Independent Director) till the conclusion of 66th Annual General Meeting subject to confirmation by the shareholders of the Company.

Existing term of Shri Virat Sondhi, Managing Director and Shri Deepak Arora, Joint Managing Director of the Company had been expired w.e.f. 31st March, 2015. Accordingly, the Board of Directors of the Company in their meeting held on Monday, 23rd March, 2015 has, subject to the approval of shareholders in ensuing annual general meeting, reappointed Shri Virat Sondhi as Managing Director and Shri Deepak Arora as Joint Managing Director of the Company for a period of 5 years from the date of expiration of their existing term. Since, Shri Virat Sondhi has already attained the age of 77 years, his appointment will be subject to approval of shareholders by way of passing Special Resolution.

Detailed profiles of appointee directors are given in Corporate Governance Report section as attached to Directors Report of the Company.

Your Directors recommend the reappointment of retiring directors, confirmation of appointment of Additional Director as Director, re-appointment of Managing Director and Joint Managing Director, who are also being re - appointed in view of the enabling provisions of the Companies Act, 2013 and the Rules made thereunder.

Declaration by Independent Director(s)

All Independent Directors have furnished declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 read with rules made thereunder and Clause 49 of the Listing Agreement.

Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 & rules made thereunder and 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 Committees.

Number of Board Meetings

Your Board met 06 (Six) times during the year under review. The details of the Board meetings and attendance of Directors are provided in the Corporate Governance Report.

Remuneration Policy

The Board on the recommendation of the Nomination & Remuneration Committee has adopted the policy for selection, appointment and remuneration for the Directors, Key managerial personnel and senior management employees of the Company. Said policy is available on website of the Company i.e. www.jmaindia.com

Directors Responsibility Statement

In terms of Section 134(3) (C) of the Companies Act, 2013, your directors state that:

- in the preparation of the annual financial statements for the year ended 31st March 2015, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

- 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 profit of the Company for that period;

- they 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;

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

- they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Auditors

I. Statutory Auditors

The Company's Auditors, M/s V P Vijh & Co., Chartered Accountants (FRN001248N), Jalandhar City, Punjab, who was appointed as Statutory Auditors of the Company for a period of three consecutive years in 65th Annual General Meeting, subject to the ratification at every Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Companies Act 2013 and the Rules framed thereunder for ratification of their appointment as Statutory Auditor of the Company for Financial Year 2015-16 vide certificate dated 12th August, 2015. Therefore, it is proposed and recommended to ratify the appointment of M/s V P Vijh & Co., Chartered Accountants, as Statutory Auditors of the Company from the conclusion of the 66th Annual

General Meeting till the conclusion of 67th Annual General Meeting.

II. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 & the Rules made thereunder, the Company had appointed M/s Vijay K Singhal & Associates, a firm of Company Secretaries in Practice (COP No.: 10385) to undertake the Secretarial Audit of the Company for Financial Year 2015-16. Secretarial Audit Report is attached herewith in Annexure-C.

III. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and the Secretarial Auditors in their reports There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or the Secretarial Auditors in their reports.

Listing at Stock Exchange having Nationwide Trading Terminal

Your directors feel privilege to state that equity shares of your Company are now listed and being traded on National Stock Exchange of India Limited w.e.f. 16th March, 2015. Scrip Code allotted to the Company is JMA.

Related Party Transactions

All the related party transactions were entered, during the year under review, were on arm's length basis and were in ordinary course of business. There are no materially significant related party transactions i.e. transactions exceeding 10% of the Annual Turnover as per last Audited Financial Statement, entered by the Company. Accordingly, the disclosures of related party transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in prescribed Form AOC-2 is not applicable.

The policy on related party transactions as approved by the Board is uploaded on the Company's website at the web link: http://jmaindia.com/download/Policy%20on%20Materiality%20of%20Related %20PartyTransaction(s).pdf There are no materially significant related party transactions entered by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Omnibus approval of the Audit Committee and also, the Board is obtained for the transactions which are of repetitive nature.

Particulars of loans, guarantee or investments under section 186 of the Companies Act, 2013 & rules made thereunder Neither Loan nor guarantee nor investments had been made during the year under review by the Company which falls under the preview of Section 186 of the Companies Act, 2013 and the Rules made thereunder.

Acknowledgment

The Directors wish to convey their thanks to various Central and State Government departments, Organizations and Agencies for the continued help and co-operation extended by them.

The Directors would also like to thank the Shareholders, Customers, Bankers, Suppliers, Manufacturers and all other stakeholders for their continuous support given by them to the Company and their confidence in its management. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of Jullundur Motor Agency (Delhi) Limited

CA Subhash Chander Vasudeva Place : Gurgaon Chairman Date: 12th August, 2015 (DIN: 00055588)


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 65*'''' Annual Report of the Company along with the audited financial accounts for the year ended 31 st March 2014.

FINANCIAL HIGHLIGHTS

The comparative financial results of the Company for the financial year under report and the previous year are as follows in accordance with the provisions of clause (a) of sub-section (1) of Section 217 of the Companies Act, 1956;

(Rs. in Lakhs)

Particulars 2013-14 2012-13

Sales 37304.43 34726.42

Other Income 248.79 291.04

Profit before taxation 2047.34 2090.29

Provision for taxation 663.61 636.07

Profit after tax 1383.73 1454.21

Add: Balance Brought forward 352.57 356.29

Profit available for appropriation 1736.30 1810.50

Proposed dividend NIL NIL

Interim Dividend 238.54 178.91

Dividend Tax and surcharge 40.54 29.02

Balance Transferred to General Reserves 1100.00 1250.00

Balance carried over to Balance Sheet 357.22 352.57



PERFORMANCE OF THE COMPANY

Looking the current scenario of the economy, your Company''s performance is satisfactory in the financial year 2013-14. The turnover of the Company has increased by 7.42% from Rs. 34726.42/- Lakhs in the last financial year to Rs. 37304.44/- Lakhs in current financial year. The profit (aftertax) of the Company has marginally decreased by 4.85 %from Rs. 1454.21 Lakhs in the previous year to Rs. 1383.73 Lakhs in currentfinancial year.

BONUSSHARES

During the year under review, your Board of Directors has declared Bonus Shares in ratio of 1:1 on paid up share capital of the Company in their meeting held on 2™'' May, 2013. The Company has duly dispatched share certificates to concerned shareholders who were entitled to receive bonus shares. However, few bonus shares have been returned back by the postal authority. Steps are being taken by the Company to contact such shareholders.

DIVIDEND

Your Directors had declared Interim Dividend of Rs. 4/- (40 percent per equity share) per share in the Board of Directors meeting held on February 13, 2014. Keeping in view the performance for the year 2013-14, Interim Dividend is considered as Final Dividend.

RESERVES

After payment of interim dividend and allotment of equity shares, an amount of Rs. 11,00,00,000/- (Rupees Eleven Crore only) generated out of profits of the Company has been transferred to General Reserve Account during this financial year.

SUBSIDIARIES AND ASSOCIATE COMPANIES

Your Company has no Subsidiary Company. Its Associate Companies are JMA Rane Marketing Limited, Jullundur Auto Sales Corporation Limited & ACL Components Limited.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The statements contained in this section describing the Company''s objectives, projections, estimates, expectations may be considered to be ''forward looking statements'' which the management believes are true to the best of its knowledge at the time of preparation within the meaning of applicable laws, rules and regulations. Actual results may differ materially from those expressed or implied. The Company assumes no responsibility to amend, modify or revise any forward looking statements on the basis of any subsequent development, information or events.

INDUSTRIAL DEVELOPMENT OVERVIEW

During/the year 2013-14, GDP estimated growth stands around 4.7% against estimated growth of 6.0% in the beginning of the year.

Due to slowdown in economy especially there was general drop in road transport Heavy Commercial Vehicle Segment. With the exception of marginal increase in bi-wheelers there was also a drop in Passage Vehicle Segment which was over 20%, Sales of spare parts in the replacement market substantially dropped due to lack of activity in mines and infrastructure sector.

FUTURE PLANS & OUTLOOK

In the financial year 2014-15, we expect investment in infrastructure sector as announced in the union budget. The GDP growth is expected to be 5.5% to 6.0%. We anticipate business to pick-up in the second half of the current financial year 2014-15.

OPPORTUNITIES

Your Company expects relatively high growth in sales as compared to the last financial year due to additional new products. There are positive signs in the economy. Car and bi-wheelers segment has already achieved double digit growth in the first quarter of current financial year.

THREATS AND RISKS

Surplus capacities are available with ancillary industry, which may result in surplus supplies of spare parts in replacement market. There is a possibility of unhealthy competition, which may result in marginal drop in gross earnings.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has effective and adequate internal control systems covering all areas of operations. The Internal control system provides for well documented policies/guidelines, authorizations and approval procedures. The Internal control system stipulates a reasonable assurance with regard to maintaining of proper accounting controis, protecting assets from unapproved use and compliance of statutes.

The Company, through its own internal audit department, carries out periodic audits at various branches. The observations, arising out of audit, are periodically reviewed and compliances ensured. The summary'' of the Internal Audit observations and the status on implementation of corrective actions are reported to the Audit Committee of the Board of Directors for their review.

HUMAN RESOURCES

At the end of March 2014, the total employee strength was 550. The Company''s focus is to drive each employee to be more productive. Regular training programmes at various levels are in operation. Incentives are given wherever required to motivate staff to meet Company''s overall objectives.

PUBLIC DEPOSITS

The public deposits accepted by your Company from public as at the close of 3T" March 2014 were Rs. 923.54 Lakhs as against Rs. 849.04 Lakhs at the close of the previous year. Deposits maturing during the year were repaid on the due dates. As required by the Companies Act, 2013, the remaining deposits to be repaid by 31 "March, 2015.

BUY BACK OF SHARES

The Company has not exercised the buy back option of its equity shares during the year under review.

LISTING AT STOCK EXCHANGES

The shares of the Company are listed on the Delhi Stock Exchange Limited. The annual listing fee for the financial year2014-15hasalreadybeenpaidbytheCompany.

Management of your Company intends to get the equity shares listed on Bombay Stock Exchange and accordingly,, proceedings for the same have already been initiated. Your management firmly believes that equity shares of the Company will get listed on Bombay Stock Exchange after complying with all the requirements of Bombay Stock Exchange.

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

The details regarding Conservation of Energy, Technology Absorption pursuant to Section 217 (1) (e) of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are not applicable to the Company during the period under review.

PARTICULARS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

The statement of particulars of employees providing information as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule 1975, forms a part of this report. However, as per the , provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Annual Report excluding this statement is being sent to all members. Any member interested in obtaining a copy of this statement may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) followed in the preparation of the annual accounts, the applicable Accounting Standards:

(b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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) taken proper and sufficient care 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;

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

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Smt Shuchi Arora (DIN; 00093201) and Shri Sarvjit Sondhi, (DIN; 03208950) Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Smt Dipika Chopra has resigned from the company w.e.f 27'''''' day of May, 2014. The Board places on record its deep appreciation for her invaluable support and guidance during her association as a Director of the Company.

Your Directors have appointed Shri Sanjay Saigal as an Independent Director w.e.f. 28th May, 2014 as an Additional Director in the capacity of Independent Director on the Board of the Company to hold the office tiil the conclusion of 65th Annual General Meeting.

During the year, Shri Virat Sondhi resigned from the office of the permanent Chairman ship of the Company on 28''" May, 2014. However, Mr. Sondhi continues to be Managing Director of the Company.

Subsequently, Shri S. C. Vasudeva, Independent Director, has been unanimously appointed as Permanent Chairman of the Board in the meeting of Board of Directors held on 28''" day of May, 2014

Detailed profile of appointee directors is given hereunder Corporate Governance Report attached to Directors Report of the Company.

Your Directors recommend the reappointment of retiring directors and appointment of Additional and Independent Directors, who are also being re - appointed in view of the provisions of the Companies Act, 2013.

DIRECTORS IDENTIFICATION NUMBER

Virat Sondhi: 00092902; Deepak Arora: 00093077; Ranjit Puri: 00052459; Aditya Puri; 00052534; Subhash Chander Vasudeva: 00055588; Shuchi Arora: 00093201; Sanjeev Kumar: 00094725; Sarvjit Sondhi: 03208950; Avinash Chander Anand; 00103964; Alok Sondhi: 00583970; Dipika Chopra: 00640583; Satinder Lal Puri: 02311844; and Sanjay Saigal: 06883322.

STATUTORY AUDITORS

The Statutory Auditors M/s V P Vijh & Co., Chartered Accountants (FRN001248N), Jalandhar City, retires at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment for a transitional period of 3 (Three) consecutive years from the conclusion of this Annual General Meeting subject to ratification by members at every Annual General Meeting of the Company. The Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be in accordance with Sections 139 and 141 of the Companies Act, 2013.

The Board recommends their re-appointment.

AUDITORS''REPORT

The Auditors in the Annexure to their report have stated that there were minor delays in depositing Employees State Insurance dues.

These delays occurred at few branches ranging between one to seven days due to the laxity of the branch manager. Corrective action has since been taken.

There was no other observation/adverse remark in their report which requires further explanation.

AUDIT COMMITTEE RECOMMENDATION

During the year under review there was no such recommendation of the Audit Committee which was not accepted by the Board. Hence, disclosure of the same is not required in this Report.

RISK MANAGEMENT SYSTEM

Your Company acknowledges the Risk as a part of business operations which can be mitigated and or controlled through proper Risk Management System. Therefore, your Company follows a comprehensive system of Risk Management and has adopted a procedure for risk assessment and its minimization of the same. It ensures that all the Risks are timely pointed out, defined and mitigated in accordance with the Risk Management Process. The Audit Committee and Board reviews periodically the Risk Management Process adopted by your Company.

HUMAN RESOURCE DEVELOPMENT

The Company has always valued its employees. The HR department is geared towards ensuring recruitment, retention and development of the best talent in the industry with focus to contribute, strive towards excellence continuously.

The Company practices various interactive sessions on Team Building, Motivation and on Stress Management to keep the employees motivated and improve their work style. The Company has also conducted various training programs across departments for enhancing the Sales and Managerial skill of the employees.

INDUSTRIAL RELATIONS

The relation between the Company and its employees remained cordial throughout the year. Not a single day was spent idle due to any strike or bad relations with the employees.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as per Clause 49 of the Listing Agreement alongwith the certificate of the Auditor''s of the Company confirming compliance of the various practices of Corporate Governance is set out in the Annexure forming part of this Report.

The Company has fully complied with all mandatory requirements prescribed under Clause 49 of Listing Agreement with the Delhi Stock Exchange Limited.

MATERIAL CHANGES AND COMMITMENTS FROM THE END OF FINANCIAL YEAR TO THE DATE OF BALANCE SHEET

The Member of the Company vide their Meeting held on 10th April, 2013 has approved for increase of Authorised Capital from Rs. 5 Crores to Rs. 10 Crores and for Bonus shares in the ratio of 1:1 to the members. The Allotment Committee of the Board of Directors has allotted the shares to the members of the Company as on record date 02nd May, 2013.

SECRETARIALAUDIT

In compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit Report by a practicing Company Secretary at specified periodicity and other reports are being submitted to Stock Exchange.

ACKNOWLEDGEMENT

Your directors wish to place on record their deep appreciation to employees at all levels of their hard work, dedication and commitment. Directors take this opportunity to thank all customers, manufacturers. Banks for their continued support.

For and on behalf of the Board Jullundur Motor Agency (Delhi) Limited

Sd/- Place : Gurgaon (S C Vasudeva) Date: 13th August, 2014 Chairman (DIN: 00055588)


Mar 31, 2013

Dear Members,

The Directors are pleased to present the 64th Annual Report of the Company along with the audited financial accounts for the year ended 31 st March 2013.

FINANCIAL HIGHLIGHTS

The comparative financial position of the Company for the year under report and the previous year is as follows in accordance with the provisions of clause (a) of sub-section (1) of section 217 of the Companies Act, 1956:

(Rs. in Lakhs)

Particulars 2012-13 2011-2012

Sales 34725.55 32,391.22

Other Income 291.04 228.59

Profit before taxation 2089.46 2146.31

Provision for taxation 636.07 666.79

Profit after tax 1453.39 1479.52

Add: Balance Brought forward 356.29 334.69

Profit available for appropriation 1809.68 1814.22

Proposed dividend NIL NIL

Interim Dividend 178.90 178.90

Dividend Tax and surcharge 29.02 29.02

Balance Transferred to General Reserves 1250.00 1250.00

Balance carried over to Balance Sheet 351.76 356.29

PERFORMANCE OF THE COMPANY

Looking the current scenario of the economy, your Company''s performance is satisfactory in the financial year 2012-13. The turnover of the company has increased by 7% from Rs. 32,391/- Lakhs in the last financial year to Rs. 34,725/- Lakhs in current financial year. The profit (after tax) of the company has marginally decreased by 1.7 % from Rs. 1479.52 Lakhs in the previous year to Rs. 1453.39 Lakhs in current financial year.

DIVIDEND

Your Directors had declared Interim Dividend of Rs. 6/- per share in the Board of Directors meeting held on February 12,2013. Keeping in view the performance for the year 2012-13, Interim Dividend is considered as Final Dividend.

RESERVES

Rs. 12.50 Crores has been transferred to General Reserve Account during this financial year.

SUBSIDIARIES AND ASSOCIATE COMPANIES

Your Company has no Subsidiary Company. Its Associate Companies are JMA Rane Marketing Limited, Jullundur Auto Sales Corporation Limited & ACL Components Limited.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The statements contained in this section describing the Company''s objectives, projections, estimates, expectations may be considered to be ''forward looking statements'' which the management believes are true to the best of its knowledge at the time of preparation within the meaning of applicable laws, rules and regulations. Actual results may differ materially from those expressed or implied. The Company assumes no responsibility to publically amend, modify or revise any forward looking statements on the basis of any subsequent development, information or events.

INDUSTRIAL DEVELOPMENT OVERVIEW

During the year 2012-13, GDP estimated growth stands around 5 % against estimated growth of 6.1% in the beginning of the year.Due to slowdown in the industrial segment, increase of interest rates,there was overall draw in production of vehicle industry with exception of Utility Vehicles.

The Vehicle Industry segment wise growth vis-a-vis production is:

The table below highlights the segmental growth of the Indian Automotive Industry:

Volume Growth in %

Industry Segments 2012-13 2011-12

Passenger Cars (-)7 2

Utility Vehicles 52 19

Utility Vehicles (Vans) 1 9

Light Commercial Vehicles 14 27

Medium and Heavy Commercial (-)23 11

Vehicles

Three Wheelers 5 10

Two Wheelers 3 16

Source: Society of Indian Automobile Manufacturers

Data for Farm Tractors were unavailable but the growth for the segment was sluggish.

FUTURE PLANS & OUTLOOK

Economy is still very sluggish. We are of the view that business sentiments are not going to improve especially in the first half of the current financial year 2013-14.

Opportunities

Your Company expects relatively high growth in sales as compared to the last financial year due to additional new products handled and better results in new branches in the East Zone.

THREATS AND RISKS

Due to surplus availability of components in the replacement market from the ancillary industry, we anticipate higher competition which may result in marginal drop in gross earning.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has effective and adequate internal control systems covering all areas of operations. The Internal control system provides for well documented policies/guidelines, authorizations and approval procedures. The Internal control system stipulates a reasonable assurance with regard to maintaining of proper accounting controls, protecting assets from unapproved use and compliances of statutes.

The Company, through its own internal audit department, carries out periodic audits at all locations and functions. The observations, arising out of audit, are periodically reviewed and compliances ensured. The summary of the Internal Audit observations and the status on implementation of corrective actions are reported to the Audit Committee of the Board of Directors for their review.

HUMAN RESOURCES

At the end of March 2013, the total employee strength was 535.The Company focus is to make each employee more productive. Regular training programmes at various levels are in operation. Incentives are given wherever required to motivate people to meet companies overall objective.

PUBLIC DEPOSITS

The public deposits accepted by your Company from public as at the close of 31st March 2013 were Rs. 849.04 Lakhs as against Rs. 829.73 Lakhs at the close of the previous year. Deposits maturing during the year were repaid on the due dates.

BUY BACK OF SHARES

The Company has not exercised the buy back of its equity shares during the year under review.

LISTING AT STOCK EXCHANGES

The shares of the Company are listed on the Delhi Stock Exchange Limited. The annual listing fee for the financial year 2013-14 has been paid.

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

The details regarding Conservation of Energy, Technology Absorption pursuant to Section 217 (1) (e) of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are not applicable to the Company during the period under review.

(Amount in RS.) 2012-13 2011-12

Foreign Exchange:

Exchange 0 0

Outgo 49,855 54,649

PARTICULARS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

The statement of particulars of employees providing information as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule 1975, forms a part of this report. However, as per the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Annual Report excluding this statement is being sent to all members. Any member interested in obtaining a copy of this statement may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) followed in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

(b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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) taken proper and sufficient care 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;

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

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ranjit Puri, Mr. Sanjeev Kumar, and Mr. Satinder Lal Puri, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Your Directors recommend their appointment & re-appointment.

DIRECTORS IDENTIFICATION NUMBER

Virat Sondhi: 00092902; Deepak Arora: 00093077; Ranjit Puri: 00052459; Aditya Puri: 00052534; Subhash Chander Vasudeva: 00055588; Shuchi Arora: 00093201; Sanjeev Kumar: 00094725; Sarvjit Sondhi: 03208950; Avinash Chander Anand: 00103964; Alok Sondhi: 00583970; Dipika Chopra: 00640583; Satinder Lal Puri: 02311844.

AUDITORS

M/s V P Vijh & Co., Chartered Accountants(FRN001248N), Jalandhar City, retire and offer themselves for reappointment as the statutory auditor of the Company pursuant to Section 224 of the Companies Act, 1956. The declaration under Section 224(1 B) of the Companies Act, 1956 has been received from them.

HUMAN RESOURCE DEVELOPMENT

The Company has always valued its employees. The HR department is geared towards ensuring recruitment, retention and development of the best talent in the industry with focus to contribute, strive towards excellence continuously.

The Company practices various interactive sessions on Team Building, Motivation and on Stress Management to keep the employees motivated and improve their work style. The Company has also conducted various training programs across departments for enhancing the Sales, Edit and Managerial skill of the employees.

INDUSTRIAL RELATIONS

The relation between the Company and its employees remained cordial throughout the year. Not a single day was spent idle due to any strike or bad relations with the employees.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as per Clause 49 of the Listing Agreement alongwith the certificate of the Auditor''s of the Company confirming compliance of the various practices of Corporate Governance is set out in the Annexure forming part of this Report.

The Company has fully complied with all mandatory requirements prescribed under Clause 49 of Listing Agreement with the Delhi Stock Exchange Limited.

AUDIT COMMITTEE RECOMMENDATION

During the year there was no such recommendation of the Audit Committee which was not accepted by the Board. Hence there is no need for the disclosure of the same in this Report.

AUDITORS REPORT

The observations made by the Auditors with reference to notes on accounts for the year ended 31st March, 2013 are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

MATERIAL CHANGES AND COMMITMENTS FROM THE END OF FINANCIAL YEAR TO THE DATE OF BALANCE SHEET

The Member of the Company vide their Meeting held on April 10, 2013 has approved for increase of Authorised Capital from Rs. 5 Crores to Rs. 10 Crores and for Bonus shares in the ratio of 1:1 to the members. The Allotment Committee of the Board of Directors has allotted the shares to the members of the Company as on record date May 01,2013.

SECRETARIAL AUDIT

In compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit Report by a practicing Company Secretary at specified periodicity and other reports are being submitted to Stock Exchange.

ACKNOWLEDGEMENT

Your directors wish to place on record their deep appreciation to employees at all levels of their hard work, dedication and commitment. Directors take this opportunity to thank all customers, manufacturers, Banks for their continued support.

For and on behalf of the Board

Place: Gurgaon (Virat Sondhi) Date : May 30, 2013 Chairman & Managing Director

 
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