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Directors Report of JBM Auto Ltd.

Mar 31, 2023

Your Directors present the 27th Annual Report of JBM Auto Limited ("the Company") along with the audited financial statements for the financial year ended 31st March, 2023. The consolidated performance of the Company and its subsidiaries have been referred to wherever required.

1. FINANCIAL RESULTS

Your Company''s financial performance for the year ended 31st March, 2023 is summarized below:

'' In Crores
PARTICULARS	STANDALONE		CONSOLIDATED
	FY23 \|	FY22	FY23	FY22
Revenue from operations	3,749.25	3,168.16	3,857.38	3,193.05
Other Income	37.90	24.23	27.01	20.99
Total Income	3,787.15	3,192.39	3,884.39	3,214.04
Profit Before Interest, Taxes, Depreciation and Amortization	375.72	348.13	425.26	364.14
Less: Depreciation	100.40	85.20	130.31	91.43
Less: Finance Cost	109.36	75.36	125.71	75.71
Profit for the period before share of profit in joint venture	165.96	187.58	169.24	197.01
Share of profit/(loss) of joint venture	-	-	0.30	(9.97)
Profit Before Tax	165.96	187.58	169.54	187.04
Tax Expense	44.33	30.65	44.40	30.66
Profit for the period for continuing operations	121.63	156.93	125.14	156.38
Other Comprehensive Income for the year	(0.16)	(1.06)	3.27	(0.54)
Total Comprehensive Income for the year	121.47	155.87	128.41	155.84
Less: Non-Controlling Interest	-	-	0.75	0.19
Total Comprehensive Income attributable to the owners of the Company	121.47	155.87	127.66	155.65

2. FINANCIAL HIGHLIGHTS

On Standalone Basis

During FY23, the Company''s revenue from operations is '' 3,749.25 crores as against '' 3,168.16 crores in the previous year, thereby increase of 18.34%, as against the industry growth by 20.36%.

EBITDA of the Company is '' 375.72 crores in FY23 as against '' 348.13 crores in the previous year, thereby increase of 7.93%.

On Consolidated Basis

In compliance with the applicable provisions of the Companies Act, 2013 including the Indian Accounting Standard Ind AS 110 on Consolidated

Financial Statements, this Annual Report also includes Consolidated Financial Statements for FY23.

The Company''s consolidated revenue from operations is '' 3,857.38 crores as against '' 3,193.05 crores in the previous year, thereby increase of 20.81%, against the industry growth by 20.36%.

Consolidated EBITDA of the Company is '' 425.26 crores in FY23 as against '' 364.14 crores in the previous year, thereby increase of 16.78%.

In FY23, your Company continued its growth momentum by scaling its revenue from operations. Your Company has also established the process for competitive costing which has resultant into cost reduction which will help in increasing its market share in all products.

3. DIVIDEND AND APPROPRIATION

(A) Dividend

The Board has recommended a final dividend of '' 1.30 (i.e. 65%) per equity share on fully paid-up equity shares of '' 2 each on equity share capital for the financial year ended 31st March, 2023.

The payment of dividend is subject to the approval of the members at the ensuing 27th Annual General Meeting (AGM) of the Company and will be paid to those members whose name will be appearing in the register of members as on the cut-off date i.e. Saturday, 9th September, 2023.

(B) Dividend Distribution Policy

Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") requires top one thousand listed companies to formulate a dividend distribution policy. Accordingly, as per the provisions of Listing Regulations, the Company had formulated a Dividend Distribution Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its Members. The said Policy is available on the website of the Company at www.jbmgroup.com/investors.

(C) Appropriation

No amount has been transferred to the General Reserve for the financial year ended 31st March, 2023.

4. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the financial year ended 31st March, 2023.

5. COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively have been duly complied by your Company during the period under review.

6. MATERIAL CHANGES AFFECTING THECOMPANY

No material changes and commitments affecting

the financial position of the Company have occurred between the end of FY23 and on the date of this report.

7. INVESTOR EDUCATION AND PROTECTIONFUND (IEPF)

IEPF Rules, the shares on which dividend has not been claimed by the shareholders for 7 (seven) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF and corresponding shares on which dividends were unclaimed for seven (7) consecutive years are available on the website of the Company at www.jbmgroup.com/investors.

8. HUMAN RESOURCES

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

9. SHARE CAPITAL AND LISTING OF SHARES

As on 31st March, 2023, the authorized share capital of the Company is '' 136 crores and subscribed & paid-up equity share capital of the Company is '' 23.65 crores.

The Company''s equity shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The equity shares are actively traded on NSE and BSE and have not been suspended from trading.

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31st March, 2023, your Company had 7 (Seven) Subsidiary Companies, 5 (Five) Step Down Subsidiary Companies, 2 (Two) Joint Venture Companies and 2 (Two) Joint Venture of Subsidiary Companies. Further, the Company does not have any Associate Company as on 31st March, 2023. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements consisting financials of all its subsidiary Companies and joint venture Companies.

During FY 2022-23, the following changes have taken place in subsidiary / joint venture companies:

- The Company has acquired 100% stake in JBM Solaris Electric Vehicles Private Limited (JBM Solaris) and consequently, JBM Solaris has become wholly owned subsidiary of the Company w.e.f. 14th September, 2022. Also, Name of JBM Solaris Electric Vehicles Private Limited changed to JBM EV Technologies Private Limited. w.e.f 13th December, 2022.

- TL Ecolife Mobility Private Limited was incorporated on 1st December, 2022, as a step down subsidiary of the Company.

- The Company has acquired 99.52% control in Ecolife Green One Mobility Private Limited (Ecolife Green One) on 12th December, 2022.

- The Company has transferred its 100% Shareholding

in Ecolife Indraprastha Mobility Private Limited to JBM Ecolife Mobility Private Limited. Accordingly, Ecolife Indraprastha Mobility Private Limited has become wholly owned subsidiary of JBM Ecolife Mobility Private Limited and step-down subsidiary of the Company w.e.f. 19th November, 2022.

A statement containing the salient features of financial statements of subsidiaries/ joint venture(s)/ associate companies of the Company in the prescribed Form AOC-1 forms a part of Consolidated Financial Statements (CFS) in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, as amended.

Form AOC-1 also highlights the financial performance of each of the subsidiaries/ joint venture(s) companies included in the Consolidated Financial Statement of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014, as amended.

In accordance with Section 136 of the Act, the financial statements of the subsidiary companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the AGM. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary & Compliance Officer at the Registered Office of the Company.

The Company has formulated a policy for determining material subsidiaries. The policy may be accessed on the website of the Company at www.jbmgroup.com/ investors.

In terms of Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015, the Company does not have any material subsidiary as on 31st March, 2023.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of Directors as are liable to retire by rotation, shall retire by rotation every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Nishant Arya (DIN: 00004954) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment forms part of the notice of 27th AGM.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations

that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred, if any. None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013 and rules made there under.

Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company re-appointed Mrs. Pravin Tripathi (DIN: 06913463) as Non-Executive Woman Independent Director w.e.f. 4th September, 2022 for 5 years. The members of the Company at their Annual General Meeting held on 26th September, 2022 also approved the re-appointment of Mrs. Pravin Tripathi.

Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at their meeting held on 5th November, 2022 appointed Mr. Dhiraj Mohan (DIN: 07224934) as an Additional Director (Whole Time Director and Key Managerial Personnel) and Prof. Valipe Ramgopal Rao (DIN: 03279702) as an Additional Director (NonExecutive Independent Director) of the Company. The members of the Company via postal ballot (resolutions passed on 15th January, 2023 respectively) also approved the appointment of Mr. Dhiraj Mohan (DIN: 07224934) as Whole Time Director (''KMP'') of the Company for a term of 3 years commencing from 5th November, 2022 upto 4th November, 2025 and the appointment of Prof. Valipe Ramgopal Rao (DIN: 03279702) as an Independent Director of the Company for a term of 5 years commencing from 5th November, 2022 upto 4th November, 2027.

Mr. Dhiraj Mohan pursued his Bachelor of Engineering (Mechanical) from Birla Institute of Technology, Ranchi followed by Masters of Business Administration (MBA) from Faculty of Management Studies, Delhi University.

He had served 4 decades in Automotive Space having led Strategic business missions and holding key positions. He is known name in industry circles endowed with in-depth sectoral knowledge and insights. He is a hands-on expert in domains such as Profit Centre Management, Sales & Business Development, Client Relationship Management, Projects, Plant Operations, etc. and he has joined JBM Group in 1996.

Prof. V. Ramgopal Rao is currently the Group ViceChancellor for the Birla Institute of Technology & Science (BITS) Pilani campuses located in Pilani, Hyderabad, Goa, Dubai and Mumbai. Prior to joining the BITS Group in 2023, Prof. Rao had served as the Director of IIT Delhi for 6 years during 2016-2021 and as a Chair Professor for Nanoelectronics at both IIT Bombay and IIT Delhi.

Prof. Rao is an internationally acclaimed Nanoelectronics researcher with over 480 research papers and 50 patents, which include 20 issued US patents. 15 of his patents have been licensed to industries for commercialization.

Prof. Rao''s research and leadership contributions have been recognized with over 35 awards and honors in the country and abroad. He is a recipient of three honorary doctorates and Besides his regular teaching & research activities at IIT Delhi, Prof. Ramgopal Rao serves as a Chairman for multiple committees at the National level related to Education, Research and Innovation programmes in India.

His appointment on the Board is in the interest of the Company and Company will be benefited specifically in technology up-gradations in OEM business.

Further during the FY23, Mr. Sandip Sanyal (DIN: 07186909) resigned as Whole-Time Director of the Company with effect from 5th November, 2022 due to personal health problems and advancing age and Mr. Jagdish Saksena Deepak (DIN: 02194470) resigned as Independent Director of the Company with effect from 4th November, 2022 due to some other preoccupations. The Board of Directors of the Company expressed their gratitude for the guidance provided by Mr. Sandip Sanyal (DIN: 07186909) and Mr. Jagdish Saksena Deepak (DIN: 02194470) during their tenure as director of the Company.

Key Managerial Personnel

As per the requirement under the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with rules made thereunder, following persons are designated as Key Managerial Personnel''s of the Company:

(a)	Mr. Nishant Arya	- Vice-Chairman & Managing Director
(b)	Mr. Dhiraj Mohan	- Whole Time Director
(c)	Mr. Vivek Gupta *	- Chief Financial Officer
(d)	Mr. Sanjeev Kumar*	- Company Secretary & Compliance Officer

*Mr. Vivek Gupta resigned from the post of Company Secretary w.e.f. 10th May, 2023 and Mr. Sanjeev Kumar, appointed as Company Secretary w.e.f. 11th May, 2023.

12. COMPLIANCES UNDER THE COMPANIES ACT, 2013

(i) Meetings of the Board

During FY23, 5 (Five) Board Meetings were held through video conferencing/ other audio visual means. For details thereof kindly refer to the Corporate Governance Report forming part of this Annual Report.

(ii) Audit Committee

Detailed information of the Audit Committee is provided in the Report on Corporate Governance forming part of this Annual Report.

(iii) Annual General Meeting

During FY23, Annual General Meeting of the Company was held on Monday, 26th September, 2022, through video conferencing/ other audio visual means (VC/ OAVM).

(iv) Other Committees of the Board

The details pertaining to the composition of the Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee are included in the Corporate Governance Report forming part of this Annual Report.

(v) Company''s Policy on Appointment and Remuneration of Directors

The criteria for determining qualifications, positive attributes and independence in terms of the Companies Act, 2013 and the rules made thereunder, both in respect of independent and the other directors as applicable has been approved by the Nomination & Remuneration Committee. The Board is well diversified and have balance of skills, experience and diversity of perspectives appropriate to the Company.

All directors, other than independent directors and whole-time director, are liable to retire by rotation. One-third of the directors who are liable to retire by rotation, retire every year in the AGM and are eligible for re-election.

The Company''s policy relating to nomination & remuneration of directors, key managerial personnel''s and other employees can be accessed at our website at www.jbmgroup.com/investors.

(vi) Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that they:

i. have followed in the preparation of Annual Accounts for FY23, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date;

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

iv. have prepared the annual accounts on a ''going concern'' basis;

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

vi. have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY23.

(vii) Related Party Transactions

All the contracts/ arrangements/ transactions etc. entered into by the Company with related parties were

in ordinary course of business and on arm''s length basis in terms of provisions of the Companies Act, 2013.

During the year under review, the Company revised its Policy on Materiality of Related Party Transactions as also dealing with related Party Transactions, in accordance with the amendments to applicable provisions of law/ Listing Regulations.

Omnibus approval from the Audit Committee is obtained for all transactions with related parties and all such transactions are reviewed by the Audit Committee every quarter. Also all transactions with related parties are entered in accordance with the Policy on dealing with and materiality of related party transactions, formulated by the Company. The Audit Committee takes into consideration the independent audit consultant''s report, whilst scrutinizing and approving all related party transactions, from the perspective of fulfilling the criteria of meeting arms'' length pricing.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Notes to the Standalone and Consolidated Financial Statements of the Company.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, if any related party transaction exceeds f 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require member''s approval. In this regard, during the year under review, the Company had taken necessary member''s approval. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC - 2 is set out in the Annexure I to this report.

The Company in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regularly submits within the prescribed time from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified to the stock exchanges.

(viii) Extract of Annual Return

In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return for the FY 2022-23 of the Company is available on the website of the Company at www. jbmgroup.com/investors.

(ix) Auditors and Auditor''s Report

(a) Statutory Auditors

M/s. R N Marwah & Co. LLP, Chartered Accountants (Firm Registration No. 001211N/ N500019), were appointed as Statutory Auditors of the Company at the 26th AGM held on 26th September, 2022, to hold office for a period of 5 (five) consecutive years from the conclusion of 26th AGM till the conclusion of the 31st AGM.

The Statutory Auditor has issued Audit Reports on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2023. Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013 since it does not contain any qualification, reservation, adverse remarks or observation.

(b) Secretarial Auditors

Also, the Board of Directors of the Company in their meeting held on 10th May, 2023 re-appointed Mr. Dhananjay Shukla, Practicing Company Secretary (CP No. 8271) as Secretarial Auditor of the Company to perform the Secretarial audit for financial year 2023-24.

Pursuant to Circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 8, 2019, issued by the Securities and Exchange Board of India (SEBI) & NSE Circular Ref No: NSE/CML/ 2023/30 dated April 10, 2023, the Company has obtained Annual Secretarial Compliance Report from Mr. Dhananjay Shukla, Practicing Company Secretaries (CP No. 8271) on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder and copy of the same has already been submitted with the Stock Exchanges within the prescribed due date. The Annual Secretarial Compliance Report is attached as Annexure III.

(c) Internal Auditors

In terms of the provisions of Section 138 read with Companies (Accounts) Rules 2014 and rules

made thereunder and on the recommendation of the Audit Committee, the Board of Directors of the Company in their meeting held on 2nd May, 2022 have appointed Mr. Amol Modak, Chartered Accountant and an independent external agency, as Internal Auditors of the Company to perform the internal audit for financial year 2022-23. Further, there has been no qualification, reservation, adverse remarks or disclaimer made by the Internal Auditors in their report for the financial year 2022-23.

Also, the Board of Directors of the Company in their meeting held on 10th May, 2023 re-appointed Mr. Amol Modak, Chartered Accountant and an independent external agency, as Internal Auditors of the Company to perform the internal audit for financial year 2023-24.

(d) Cost Auditors

The Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules made thereunder and accordingly, the Company has maintained such cost records. In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and based on the recommendations of the Audit Committee, the Board of Directors in their meeting held on 02nd May, 2022 appointed M/s. Jitender, Navneet & Co. (FRN-000119), a firm of Cost Accountants, to conduct the audit of cost records of the Company for the financial year 2022-23. Further, there has been no qualification, reservation, adverse remarks or disclaimer made by the Cost Auditors in their report for the financial year 2022-23.

Also, the Board of Directors in their meeting held on 10th May, 2023 re-appointed M/s. Jitender, Navneet & Co., a firm of Cost Accountants, to conduct the audit of applicable cost records of the Company for the financial year 2023-24.

(x) Corporate Social Responsibility

The brief outline of Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended till date. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Annual report.

CSR Policy

The CSR Policy including a brief overview of the projects or programs undertaken can be accessed at the Company''s website at www.jbmgroup.com/investors.

CSR Committee

The CSR Committee comprises of Mr. Surendra Kumar Arya as Chairman, Mr. Nishant Arya and Mr. Mahesh Kumar Aggarwal, as other members of the Committee. The Committee, inter-alia, reviews and monitors the CSR activities of the Company.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report which forms part of this Annual report.

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

Information pursuant to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013 is annexed as Annexure V and forms part of this report.

(xii) Nomination and Remuneration Policy

The policy for selection of directors and determining director''s independence, and the remuneration policy for directors, key managerial personnel & other employees can be accessed at our website at www. jbmgroup.com/investors.

(xiii) Particulars of Loans, Guarantees and Investments

Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 as at the end of FY23 have been disclosed in notes to the financial statements.

13. PERFORMANCE EVALUATION

Pursuant to the provisions of the Act, Regulation 17(10) of Listing Regulations and the "Guidance Note on Board Evaluation" issued by SEBI on 5th January, 2017, the Board has carried out the annual performance evaluation of its own performance, Directors'' individually as well as evaluation of its Committees. The evaluation criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the Board and effective decision making.

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

14. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the directors is in accordance with the Nomination & Remuneration Policy formulated

in accordance with Section 178 of the Act and Regulation 19 of Listing Regulations.

The Company''s policy relating to remuneration of directors, key managerial personnel and other employees are can be accessed at our website at www. jbmgroup.com/investors.

15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Secretarial Auditors, Cost Auditors and Internal Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made during the period under review.

16. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under Listing Regulations. A separate section on Corporate Governance, forming a part of this Annual Report and requisite certificate from Mr. Dhananjay Shukla, Practicing Company Secretary (CP No. 8271) confirming compliance with conditions of Corporate Governance is attached to the report on Corporate Governance.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Listing Regulations, the Management Discussion and Analysis report is given separately and forming part of this Annual Report.

18. INSIDER TRADING POLICY

During the year under review, the Company reviewed compliance with the provisions of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015 with respect to "Institutional Mechanism for Prevention of Insider trading" and found the systems for internal control are adequate and are operating effectively, in accordance with the amendments to the applicable provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Policy is available on the website of the Company at www.jbmgroup.com/investors.

19. RISK MANAGEMENT

Pursuant to Regulation 21 of Listing Regulations, the Company has a Risk Management Committee, the details of which are given in the Corporate Governance Report. The Company has a Risk Management Policy and identified risks and taken appropriate steps for their mitigation. For more details, please refer to the Corporate Governance Report.

20. I NTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Code of Conduct for Senior Management and Employees of your Company (the Code) commits Management to financial and accounting policies, systems and processes. The Risk Management Policy and the Code stand widely communicated across your Company at all times.

Your Company uses SAP ERP systems as a business enabler and to maintain its books of account. The transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. The systems, standard operating procedures and controls are reviewed by management. These systems and controls are audited by Internal Auditor and their findings and recommendations are reviewed by the Audit Committee which ensures the implementation.

Based on the results of such assessments carried out by management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

Internal financial controls also have been discussed under the head ''CEO/CFO Certification'' in the Corporate Governance Report.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. The Company has a vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of Listing Regulations.

The mechanism covers any instances of financial irregularities, breach of code of conduct, abuse of authority, disclosure of financial/ price sensitive information, unethical/ unfair actions concerning Company vendors/ suppliers, mala-fide manipulation of Company records, discrimination to the Code of Conduct in an anonymous manner.

The Policy also provides protection to the employees and business associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

The Whistle Blower Policy of the Company can be accessed at website of the Company at www.jbmgroup. com/investors.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act'') and the rules framed thereunder. Internal Committees have been set up to redress complaints received regarding sexual harassment. To build awareness in this area, the Company has been conducting induction / refresher programmes in the organization on a continuous basis.

During the year under review, no complaint of sexual harassment was received by the Company and the policy is available on www.jbmgroup.com/investors.

23. MEETINGS OF INDEPENDENT DIRECTORS

The Independent Directors of your Company met on 25th March, 2023 without the presence of the NonIndependent Directors or any other Management Personnel. The Meeting was conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter-alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), review the performance of the Company, assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The meeting was attended by the Independent Directors only.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

25. PUBLIC DEPOSITS

During the year under review, your Company did not accept any public deposits under Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as of 31st March, 2023.

26. EMPLOYEES STOCK OPTION PLANS/ SCHEMES

No Employee Stock Options were granted to the Directors or Employees of the Company during the financial year ended on 31st March, 2023.

27. PARTICULARS OF EMPLOYEES

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

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

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

28. INDUSTRIAL RELATIONS

Your Company''s focus continues towards propagating proactive and employee centric practices. The transformational work culture initiative, which aims to create an engaged workforce with an innovative, productive and competitive shop-floor ecosystem, continues to grow in strength. In order to develop skills and foster togetherness at the workplace, your Company rolled out multiple training and engagement programs covering a wide range of topics, viz. positive attitude, stress management, creativity, team effectiveness, safety and environment, quality tools, skill building programs, customer focus, and Code of Conduct.

Significant emphasis was also laid towards raising awareness on health and wellness of employees through annual medical check-ups, health awareness activities and online yoga sessions.

Proactive and employee-centric shop floor practices, a focus on transparent communication of business goals, an effective concern resolution mechanism, and a firm belief that employees are the most valuable assets of the Company, are the cornerstones of your Company''s employee relations approach. The industrial relations scenario continued to be positive across all manufacturing locations.

29. AWARDS & RECOGNITIONS

During the year, the Company had received various awards and recognitions, which have been described in

Management Discussion and Analysis Report, forming part of this Annual Report.

30. Business Responsibility and Sustainability Report

A detailed Business Responsibility and Sustainability Report (''BRSR'') on initiatives taken from an environmental, social and governance perspective, in the prescribed format is forming part of this Annual Report.

31. OTHER STATUTORY DISCLOSURES FOR THE PERIOD UNDER REVIEW

a. No equity shares were issued with differential rights as to dividend, voting or otherwise.

b. No Sweat Equity shares were issued.

c. No employee stock options were issued.

d. No application has been made and/ or no proceeding are pending during the financial year 2022-23 under Insolvency and Bankruptcy Code, 2016.

e. During the year under review, the Company has not entered in any one-time settlement with any of the Banks/ Financial Institutions and therefore, the relevant disclosures are not applicable to the Company.

f. There were no outstanding material litigations as on 31st March, 2023. Details of Statutory dues/tax matters are disclosed in the financial statements.

g. The shares of the Company have not been suspended from trading in any of the Stock Exchanges.

APPRECIATION

The Board of Directors would like to express their sincere appreciation for assistance and co-operation received from vendors and stakeholders, including financial institutions, banks, Central and State Government authorities, customers and other business associates, who continued to extend their valuable support during the year under review.

For and on behalf of the Board of Directors of JBM Auto Limited

Nishant Arya

Vice Chairman & Managing Director DIN: 00004954

Dhiraj Mohan

Place: Gurugram Whole Time Director

Date: 31st July, 2023 DIN: 07224934

Mar 31, 2022

Your Directors present the 26th Annual Report of JBM Auto Limited ("the Company") along with the audited financial statements for the financial year ended 31st March, 2022. The consolidated performance of the Company and its subsidiaries have been referred to wherever required.

1. FINANCIAL RESULTS

Your Company''s financial performance for the year ended 31st March, 2022 is summarized below:				'' In Crores
PARTICULARS	STANDALONE		CONSOLIDATED
	FY22	FY21	FY22	FY21
Revenue from operations	3,168.16	1,965.59	3,193.05	1,982.04
Other Income	24.23	13.02	20.99	11.97
Total Income	3,192.39	1,978.61	3,214.04	1,994.01
Profit Before Interest, Taxes, Depreciation and Amortization	348.13	214.24	364.14	216.08
Less: Depreciation	85.20	75.56	91.43	75.73
Less: Finance Cost	75.36	56.64	75.71	55.38
Profit for the period before share of profit in associate and joint venture	187.58	82.05	197.01	84.98
Share of profit of associate and joint venture	0.00	0.00	(9.97)	(6.93)
Profit Before Tax	187.58	82.05	187.04	78.05
Tax Expense	30.65	29.13	30.66	28.75
Profit for the period for continuing operations	156.93	52.92	156.38	49.30
Other Comprehensive Income for the year	(1.06)	(0.48)	(0.54)	1.07
Total Comprehensive Income for the year	155.87	52.44	155.84	50.37
Less: Non-Controlling Interest	0.00	0.00	0.19	0.00
Total Comprehensive Income attributable to the owners of the Company	155.87	52.44	155.65	50.37

2. FINANCIAL HIGHLIGHTS

(i) On Standalone Basis

During FY22, the Company''s revenue from operations is Rs. 3,168.16 crores as against Rs. 1,965.59 crores in the previous year, thereby increase of 61.18%, as against the industry growth of 1.2%. This is represented by the growth in OEM division by 53.31%.

The profit before tax is Rs. 187.58 crores in FY22 as against Rs. 82.05 crores in the previous year, thereby increase of 128.62%.

(ii) On Consolidated Basis

In compliance with the applicable provisions of the Companies Act, 2013 including the Accounting Standard Ind AS 110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for FY22.

The Company''s consolidated revenue from operations is Rs. 3,193.05 crores as against Rs. 1,982.04 crores in the previous year, thereby increase of 61.10%, against the industry growth of 1.2%. This is represented by the strong growth in OEM division by 53.31%.

The profit before tax for the FY22 stood at Rs. 187.04 crores as against Rs. 78.05 crores in the previous year, thereby increased by 139.64%.

Your Company has established the process for competitive costing which has resultant into cost reduction which will help in increasing its market share in all products.

3. DIVIDEND AND APPROPRIATION

(i) Dividend

The Board has recommended a final dividend of Rupee 1 (i.e. 50%) per equity share on fully paid-up equity shares of Rs. 2 each for the financial year ended 31st March, 2022. The dividend recommendation is in accordance with the Dividend Distribution Policy of the Company.

The payment of dividends is subject to the approval of the members at the ensuing 26th Annual General Meeting of the Company and will be paid to those members whose name will be appearing in the register of members as on cut-off date i.e. 19th September, 2022.

(ii) Dividend Distribution Policy

Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") requires top one thousand listed companies to formulate a Dividend Distribution Policy. Accordingly, as per the provisions of Listing Regulations, the Company had formulated a Dividend Distribution Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its members. The said Policy is also available on the website of the Company at www.jbmgroup.com/investors.

(iii) Appropriation

No amount has been transferred to the General Reserve for the financial year ended 31st March, 2022.

4. COVID-19

India witnessed a devastating second wave of Covid-19 with a significant humanitarian and economic impact. Economic recovery was further impacted by the third wave of the Covid-19 pandemic and the Russian Invasion of Ukraine in the later half of the year. Geopolitical turbulence arising from the war in Ukraine and restraints on trade have resulted in economic volatility. This has rendered companies and economies more vulnerable to commodity price disruptions and inflation has emerged across several markets in the world, interest rate increases and with the European conflict and continuing COVID-19 impact in some geographies creating supply chain constraints.

The operating environment this year continued to remain volatile and challenging. As the pandemic prolonged another year, your Company decided to turn more resilient and approached with utmost optimism and continued our endeavors to fight waves of the COVID-19 pandemic, our priority remains the safety and well-being of our employees and business continuity for our customers.

As on 31st March, 2022, all of our employees in India were fully vaccinated. Necessary safety and hygiene protocols like wearing of facemasks, social distancing norms, workplace sanitation and employee awareness programmes were followed in compliance with the regulations of the local authorities.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the Company during the financial year ended 31st March, 2022.

6. COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively have been duly complied with by your Company during the period under review.

7. MATERIAL CHANGES AFFECTING THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of 31st March, 2022 and on the date of this report.

8. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As per the applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of 7 (seven) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for 7 (seven) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF and corresponding shares on which dividends were unclaimed for seven (7) consecutive years are available on the website of the Company at www.jbmgroup.com/investors.

9. HUMAN RESOURCES

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

10. SHARE CAPITAL AND LISTING OF SHARES

As on 31st March, 2022, the authorized share capital of the Company was Rs. 136 crores and subscribed & paid-up equity share capital of the Company was Rs. 23.64 crores.

During the 31st March, 2022, there were steadily growth seen in price of the equity shares of the Company and in order to improve the liquidity of Company''s shares in the stock market and to make it more affordable for the small investors, the Board of Directors of the Company at its meeting held on 8th December, 2021 approved sub-division/split of face value of equity shares of the Company and the same was also approved by the members through postal ballot and result was declared on 18th January, 2022 pursuant to which equity share having face value of Rs. 5/- each of the Company was sub-divided/split into such number of equity shares having face value of Rs. 2/- each with effect from 22nd February, 2022 (record date for sub-division).

Necessary approvals from both the Stock Exchanges (National Stock Exchange of India Limited and BSE Limited) for sub-division of shares and confirmation from the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for assignment of new ISIN were duly taken care. Further, Capital clause of the Memorandum of Association of the Company has been amended accordingly.

The Company''s equity shares are listed and actively traded on the National Stock Exchange of India Ltd. and BSE Limited.

11. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31st March, 2022, your Company had 9 (Nine) Subsidiary Companies and 6 (Six) Joint Venture Companies. Further, the Company does not have any Associate Company as on 31st March, 2022. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements consisting financials of all its Subsidiary Companies and Joint Venture Companies.

During FY 2021-22, the following changes took place in Subsidiary Companies/ Joint Venture Companies:

- Ecolife Green One Mobility Private Limited (CIN - U63030DL2021PTC381138) was incorporated on 14th May, 2021, as a Joint Venture Company.

- Ecolife Indraprastha Mobility Private Limited (CIN - U63030DL2021PTC385427) was incorporated on 20th August, 2021, as a Direct wholly owned subsidiary of the Company.

- JBM Electric Technologies Private Limited (CIN - U34100DL2022PTC392047) was incorporated on 04th January, 2022, as an Indirect wholly owned subsidiary of the Company.

- JBM Green Technologies Private Limited (CIN - U34300DL2022PTC392009) was incorporated on 04th January, 2022, as an Indirect wholly owned subsidiary of the Company.

- JBM Eco Tech Private Limited (CIN - U34103DL2022PTC392001) was incorporated on 04th January, 2022, as an Indirect wholly owned subsidiary of the Company.

- JBM Green Energy Systems Private Limited (CIN - U31909HR2019PTC084448) was incorporated on 30th December, 2019 and it became Joint Venture Company of the Company w.e.f. 07th January, 2022.

- JBM EV Industries Private Limited (CIN - U28999DL2020PTC373876) was incorporated on 28th November, 2020 and it became Joint Venture Company of the Company w.e.f. 07th January, 2022.

- VT Emobility Private Limited (CIN - U63030DL2020PTC360600) was incorporated on 21st January, 2020 as a Joint Venture Company and it became subsidiary of the Company w.e.f. 24th February, 2022.

A statement containing the salient features of financial statements of Subsidiary Companies/ Joint Venture Companies in the prescribed Form AOC - 1 forms part of Consolidated Financial Statements in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, as amended.

The said Form also highlights the financial performance of each of the Subsidiary Companies/ Joint Venture Companies included in the Consolidated Financial Statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014, as amended.

In accordance with Section 136 of the Act, the financial statements of the Subsidiary Companies/ Joint Venture Companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the AGM. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company.

The Company has also formulated a policy for determining material subsidiaries. The said policy may be accessed on the website of the Company at www.jbmgroup.com/investors.

In terms of Regulation 16(1)(c) of the Listing Regulations, the Company does not have any material subsidiary as on 31st March, 2022.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013 ("the Act"), one-third of Directors are liable to retire by rotation, shall retire by rotation every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Surendra Kumar Arya who retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment forms part of the Notice of 26th AGM of the Company.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company. The terms of appointment of Independent Directors may be accessed on the Company website at www.jbmgroup.com/investors.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Act and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

The term of five years of Independent Director, Mrs. Pravin Tripathi (DIN: 06913463) would expire on 3rd September, 2022. The proposal for her re-appointment for a second term is placed before the members for their approval in 26th AGM of the Company.

The members of the Company at their 25th Annual General Meeting held on 30th September, 2021 approved the appointment of Mr. Nishant Arya as Managing Director (Key Managerial Personnel) designated as Vice-Chairman and Managing Director of the Company w.e.f. 18th May, 2021 and also approved the re-appointment of Mr. Sandip Sanyal as Whole-time Director and designated as the ''Executive Director'' under the category of Key Managerial Personnel of the Company w.e.f. 18th May, 2021.

Mr. Jagdish Saksena Deepak was regularized as a Director (in the category of Independent Director) by members in 25th Annual General Meeting held on 30th September, 2021, who was appointed as an Additional Director by board on recommendation of the Nomination & Remuneration Committee w.e.f. on 23rd June, 2021.

(ii) Key Managerial Personnel

(a) Mr. Nishant Arya - Vice Chairman & Managing Director

(b) Mr. Sandip Sanyal - Whole Time Director

13. COMPLIANCES UNDER THE COMPANIES ACT, 2013

(i) Meetings of the Board

During FY22, 5 (Five) Board Meetings were held through video conferencing/ other audio-visual means. For details thereof, kindly refer to the Corporate Governance Report forming part of this Annual Report.

(ii) Audit Committee

Detailed information on the Audit Committee is provided in the Report on Corporate Governance forming part of this Annual Report.

(iii) Annual General Meeting

During FY22, 25th Annual General Meeting of the Company was held on Thursday, 30th September, 2021, through video conferencing/ other audio visual means.

(iv) Other Committees of the Board

(v) Company''s Policy on Appointment & Remuneration of Directors

The criteria for determining qualifications, positive attributes and independence in terms of the Companies Act, 2013 and the rules made thereunder, both in respect of independent and other directors has been approved by the Nomination & Remuneration Committee. The Board of your Company is well diversified and have balance of skills, experience and diversity of perspectives appropriate to the Company.

The Company''s policy relating to nomination & remuneration of directors, key managerial personnel and other employees can be accessed at our website at www.jbmgroup.com/investors.

(vi) Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 ("the Act"), the Board of Directors, to the best of its knowledge and ability, confirm that they:

i. have followed in the preparation of Annual Accounts for FY22, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2022 and of the profit of the Company for the year ended on that date;

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

iv. have prepared the annual accounts on a ''going concern'' basis;

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

vi. have devised proper systems to ensure compliances with the provisions of all applicable laws and that such system were adequate and operating effectively.

(vii) Related Party Transactions

All the contracts/ arrangements/ transactions etc. entered into by the Company with related parties during FY22 were in ordinary course of business and on arm''s length basis.

During the FY22, the Company revised its Policy on Materiality of Related Party Transactions as also dealing with related Party Transactions in accordance with the amendments made in applicable provisions of law/ Listing Regulations.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and materiality of related party transactions, formulated by the Company.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Notes to the Standalone and Consolidated Financial Statements of the Company.

Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure I to this report.

(viii) Extract of Annual Return

In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return of the Company for the FY22 is available on the website of the Company at www.jbmgroup.com/investors.

(ix) Auditors and Auditor''s Report

(a) Statutory Auditors

M/s. Sahni Natarajan & Bahl, Chartered Accountants (Firm Registration No. 002816N), were appointed as Statutory Auditors of the Company at the 21st AGM held on 18th August, 2017, to hold office for a period of 5 (five) consecutive years from the conclusion of 21st AgM till the conclusion of the 26th AGM.

The Statutory Auditors has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the finiancial year ended 31st March, 2022. The Notes on the Financials Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013 ("the Act").

M/s Sahni Natarajan & Bahl, Chartered Accountants will complete their first term of five (5) consecutive years as the Statutory Auditors of the Company at the ensuing 26th AGM.

The Board of Directors of the Company at their meeting held on 1st September, 2022, based on the recommendation of the Audit Committee and in terms of Section 139 of the Act, appointed M/s R N Marwah & Co. LLP, Chartered Accountants, (Firm Registration No. 001211N/N500019) as the Statutory Auditors of the Company, for a first term of five (5) consecutive years i.e. from the conclusion of the 26th AGM till the conclusion of the 31st AGM subject to the approval of the members at the ensuing 26th AGM of the Company.

The Company has received their written consent along with the eligibility certificate from M/s R N Marwah & Co. LLP, Chartered Accountants, (Firm Registration No. 001211N/N500019) confirming that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

(b) Secretarial Audit and Annual Secretarial Compliance Report

In terms of Section 204 of the Companies Act, 2013 and rules made thereunder, Mr. Dhananjay Shukla, Practicing Company Secretary (CP No. 8271) was appointed to conduct the Secretarial Audit of the Company for the financial year 2021-22. Further, there has been no qualification, reservation, adverse remarks or disclaimer made by the Secretarial Auditors in their report for the financial year 2021-22. The Audit Report of the Secretarial Auditors is attached as Annexure II. Also, the Board of Directors of the Company in their meeting held on 2nd May, 2022 re-appointed Mr. Dhananjay Shukla, Practicing Company Secretary (CP No. 8271) as Secretarial Auditor of the Company to perform the internal audit for financial year 2022-23.

Pursuant to Circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 8, 2019, issued by the Securities and Exchange Board of India (SEBI), the Company has obtained Annual Secretarial Compliance Report from Practicing Company Secretaries (CP No. 8271) on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder and copy of the same has already been submitted with the Stock Exchanges within the prescribed due date. The Annual Secretarial Compliance Report is attached as Annexure III.

In terms of the provisions of Section 138 read with Companies (Accounts) Rules 2014 and other applicable provisions, if any, of the Companies Act, 2013 and on the recommendation of the Audit Committee, the Board of Directors of the Company in their meeting held on 18th May, 2021 appointed Mr. Amol Modak, Chartered Accountant and an external agency, as Internal Auditors of the Company to perform the internal audit for financial year 2021-22. Also, the Board of Directors of the Company in their meeting held on 2nd May, 2022 re-appointed Mr. Amol Modak, Chartered Accountant and external agency, as Internal Auditors of the Company to perform the internal audit for financial year 2022-23 .

(d) Cost Audit

The Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder and accordingly, the Company has made and maintained such cost accounts and records. In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and based on the recommendations of the Audit Committee, the Board of Directors in their meeting held on 18th May, 2021 appointed M/s. Jitender, Navneet & Co., a firm of Cost Accountants, to conduct the audit of cost records of the Company for the financial year 2021-22. Also, the Board of Directors in their meeting held on 2nd May, 2022 re-appointed M/s. Jitender, Navneet & Co., a firm of Cost Accountants, to conduct the audit of cost records of the Company for the financial year 2022-23.

(x) Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure IV of this report in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 including any subsequent amendment thereto.

(a) CSR Policy

The CSR Policy including a brief overview of the projects or programs undertaken can be accessed at the Company''s website at www.jbmgroup.com/investors.

(b) CSR Committee

For other details regarding the CSR Committee, please refer to the Corporate Governance Report which forms part of this Annual report.

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

(xii) Nomination and Remuneration Policy

The policy for selection of directors and determining director''s independence and the remuneration policy for directors, key managerial personnel & other employees can be accessed at our website at www.jbmgroup.com/investors.

(xiii) Particulars of Loans, Guarantees and Investments

Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 as at the end of FY22 have been disclosed in the relevant notes to the financial statements.

14. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Guidance Note on Board Evaluation issued by the SEBI dated 5th January, 2017, the Board has carried out the annual performance evaluation of its own performance, Directors'' individually as well as of its Committees. The evaluation criteria, inter-alia, covered various aspects of the board functioning including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the Board and effective decision making.

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

15. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the directors is in accordance with the Nomination & Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company''s policy relating to remuneration of directors, key managerial personnel and other employees are can be accessed at our website at www.jbmgroup.com/investors.

16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Secretarial Auditors, Cost Auditors and Internal Auditors of the Company have not reported any fraud(s) to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 including rules made thereunder.

17. CORPORATE GOVERNANCE

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Listing Regulations, the Management Discussion and Analysis report is given separately and forming part of this Annual Report.

19. INSIDER TRADING POLICY

During the year under review, the Company reviewed compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 and found that the systems for internal control are adequate and are operating effectively in accordance with the amendments to the applicable provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Policy for prevention of insider trading by designated persons is available on the website of the Company at www.jbmgroup.com/investors.

20. RISK MANAGEMENT

The Company has laid down a Risk Management Policy, defining risk profiles involving Strategic, Technological, Operational, Financial, Credit, Organizational, Legal and Regulatory risks within a well-defined framework. The Risk Management Policy acts as an enabler of growth for the Company by helping its businesses to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to manage these risks.

The Risk Management Committee of the Company comprises of Mr. Surendra Kumar Arya as Chairperson and Mr. Mahesh Kumar Aggarwal, Mr. Vivek Gupta as other Members. The Committee periodically reviews the robustness of the Risk Management Policy.

The key strategic, business and operational risks which are significant in terms of their impact to the overall objectives of the Company along with status of the mitigation plans are periodically presented and discussed in the Risk Management Committee meetings. Inputs received from the Risk Management Committee are duly incorporated in the action plans. All significant risks mitigation plans are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership.

During the FY22, there are no risks which in the opinion of the Board that may threaten the existence of the Company.

21. INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineates the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance. The Code of Conduct for Senior Management and Employees of your Company (the Code of Conduct) commits Management to financial and accounting policies, systems and processes. The Risk Management Policy and the Code of Conduct stand widely communicated across your Company at all times.

Your Company''s financial statements are prepared on the basis of the significant accounting policies that are carefully selected by Management and approved by the Audit Committee and the Board. These accounting policies are reviewed and updated from time to time.

Your Company uses SAP ERP systems as a business enabler and to maintain its books of account. The transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. The systems, standard operating procedures and controls are reviewed by the management. These systems and controls are audited by Internal Auditor and their findings and recommendations are reviewed by the Audit Committee which ensures the implementation.

Based on the results of such assessments carried out by management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Whistle Blower Policy of the Company can be accessed at website of the Company at www.jbmgroup.com/investors.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. An Internal Committee has been set up to redress complaints received regarding sexual harassment. To build awareness in this area, the Company has been conducting induction/ refresher programmes in the organisation on a continuous basis.

During the year under review, no complaint of sexual harassment was received during FY22 by the Company and the policy is available on www.jbmgroup.com/investors.

24. MEETINGS OF INDEPENDENT DIRECTORS

The Independent Directors of your Company met on 29th March, 2022 without the presence of the Non-Independent Directors or any other Management Personnel. The Meeting was conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), review the performance of the Company, assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The meeting was attended by all the Independent Directors of the Company.

25. DETAILS OF ANY SIGNIFICANT AND MATERIAL ORDERS PASSED

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

26. PUBLIC DEPOSITS

27. EMPLOYEES STOCK OPTION PLANS/ SCHEMES

No Employee Stock Options were granted to the Directors or Employees of the Company during the financial year ended on 31st March, 2022.

28. PARTICULARS OF EMPLOYEES

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

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

29. INDUSTRIAL RELATIONS

Significant emphasis were also laid towards raising awareness on health and wellness of employees through annual medical checkups, health awareness activities and online yoga sessions.

Proactive and employee-centric shop floor practices, a focus on transparent communication of business goals, an effective concern resolution mechanism and a firm belief that employees are the most valuable assets of the Company, are the cornerstones of your Company''s employee relations approach. The industrial relations scenario continued to be positive across all manufacturing locations.

30. AWARDS & RECOGNITIONS

During the year, the Company had received various awards & recognitions which have been described in Management Discussion and Analysis Report, forming part of this Annual Report.

31. OTHER STATUTORY DISCLOSURES FOR THE PERIOD UNDER REVIEW

a. No Equity Shares were issued with differential rights as to dividend, voting or otherwise.

b. No Sweat Equity Shares were issued.

c. No Employee Stock Options were issued.

d. No application has been made and/ or no proceeding(s) are pending during the financial year 2021-22 under the Insolvency and Bankruptcy Code, 2016.

e. The Company has not entered in any one time settlement with any of the Banks/ Financial Institutions.

f. There were no outstanding material litigations as on 31st March, 2022. Details of Statutory dues/tax matters are disclosed in

the financial statements.

g. The shares of the Company have not been suspended from trading in any of the Stock Exchanges.

APPRECIATION

Mar 31, 2018

To the Members,

The Directors are pleased to present the 22nd Annual Report on the business and operation of the Company together with Audited Financial Statement (Standalone and Consolidated) for the financial year ended 31st March, 2018.

1. FINANCIAL RESULTS

The Companyâs financial performance for the year ended 31st March 2018 is summarized below:

Rs. In Crores

PARTICULARS	Standalone		Consolidated

	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Revenue from operations*	765.78	698.06	1632.88	1500.92
Other income	10.81	14.82	10.90	14.86
Total income	776.59	712.88	1643.78	1515.78
Earnings Before Interest , Taxes and	99.41	102.25	214.58	190.67
Depreciation and amortization
Less: Depreciation	25.04	23.08	55.57	50.05
Less: Finance Cost	27.00	30.22	48.58	52.75
Profit for the period before share of profit	47.38	48.95	110.43	87.87
in associate and joint venture
Share of profit of associate and joint venture	-	-	13.44	9.51
Profit Before Tax	47.38	48.95	123.88	97.38
Tax Expense	15.27	9.2	42.75	25.46
Profit for the period for continuing	32.10	39.76	81.13	71.92
operations
Other Comprehensive income for the year	0.01	(0.03)	0.03	(0.10)
Total Comprehensive income for the year	32.11	39.73	81.17	71.82
Less: Non-Controlling interest	-	-	(10.66)	(6.54)
Total Comprehensive income attributable	32.11	39.72	70.51	65.28
to the owner of the company

*Figures for revenue from operations are comparable numbers i.e. Excise duty has been removed as same does not form part of Revenue post GST implementation.

Profit for the financial year 2016-17 includes exceptional income of Rs. 11.05 Crore (net of taxes of Rs. 7.64 Crore.)

The financial statements for the year ended 31st March, 2018 are prepared under IND AS (Indian Accounting Standards) which has become applicable w.e.f. 01.04.2017. The Company has, for the first time, adopted IND AS with the transition date of April 1st 2016.

2. FINANCIAL HIGHLIGHTS

On Standalone Basis

During the financial year 2017-18, the Companyâs net revenue from operation is Rs.765.78 Crore as against Rs.698.06 Crore in the previous year, thereby registering top-line growth of 9.70% due to higher sales by the Company to Mahindra & Mahindra, Tata Motors Ltd. and volvo Eicher Commercial vehicles.

The profit before tax is Rs.47.38 Crore in the year 2017-18 as against Rs. 48.95 Crore in the previous year. The previous year profit includes exceptional income of Rs. 11.05 Crore (net of tax of Rs. 7.64 Crore)

On Consolidated Basis

in compliance with the applicable provisions of Companies Act, 2013 including the indian Accounting Standard (ind AS) 110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2017-18.

The Companyâs Consolidated Net Revenue from operations is Rs.1632.88 crores as against Rs.1500.92 crores in the previous year, thereby registering top-line growth of 8.79% due to higher sales by the Company to Ford india Pvt. Ltd., Mahindra & Mahindra, Tata Motors Ltd. and volvo Eicher Commercial vehicles.

Profit before tax for the year stood at Rs.123.87 crores as against Rs.97.38 crores in the previous year.

Your Company has taken several steps to reduce the cost and increase its market share in all products.

3. DIVIDEND AND APPROPRIATION

Dividend

The Board has recommended a final dividend of Rs. 2/- (40%) per equity share (on fully paid-up equity share of Rs. 5 each) for the financial year ended 31st March, 2018, which will result in an outflow of Rs. 9.84 Crore (including Corporate Dividend Tax of Rs.1.68 crore).

The payment of dividends is subject to the approval of the shareholders at the ensuing 22nd Annual General Meeting (AGM) of the Company.

Appropriation

No amount has been transferred to the General Reserve for the financial year 2017-18.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the Company during the financial year ended 31st March, 2018.

5. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, as applicable to the Company, have duly complied with.

6. ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

In accordance with the notification issued by the Ministry of Corporate Affairs (MCA), your Company is required to prepare financial statements under indian Accounting Standards (ind AS) prescribed under section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (indian Accounting Standards) Rules, 2015 and Companies (indian Accounting Standards) Amendment Rules, 2016 with effect from 1st April, 2017. ind AS has replaced the existing indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014.

Accordingly, your Company has adopted indian Accounting Standard (âind ASâ) with effect from 1st April, 2017 with the transition date of 1st April, 2016 and the Financial Statements for the year ended 31st March, 2018 have been prepared in accordance with Ind AS. The financial statements for the year ended 31st March, 2017 have also been restated to comply with Ind AS to make them comparable.

Explanations capturing areas of differences and reconciliations from indian GAAP to ind AS have been provided in the notes to accounts to the standalone and consolidated financial statements.

7. HUMAN RESOURCES

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

8. SHARE CAPITAL AND LISTING OF SHARES

The Authorized Share Capital of the Company is Rs. 50 Crore including preference share capital of Rs. 10 Crore and subscribed & paid up Equity Share Capital of the Company is Rs. 20.40 Crore and preference share capital is Rs. 10 Crore. During the year there is no activity under the following heads:

S. No	PARTICULARS	activity during the year
1.	Issue of shares with differential rights	Nil
2.	Buy back of securities	Nil
3.	Issue of sweat equity shares	Nil
4.	Bonus shares	Nil
5.	Employees stock option	Nil

The Companyâs equity shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The shares are actively traded on NSE and BSE and have not been suspended from trading.

9. SUBSIDIARY AND ASSOCIATE COMPANIES

Pursuant to Section 134 of the Companies Act, 2013 and rule 8(1) of Companies (Accounts) Rules 2014, the report on performance and financial position of subsidiaries included in the Consolidated Financial Statements of the Company. The Company has formulated a policy for determining material subsidiaries. The policy may be accessed on the website of the Company at http://www.jbmgroup. com/pdf/JBM-Auto-Ltd/Policy/Material-Subsidiary-Policy/JBMA_Auto_Material-Subsidiary.pdf

In compliance with IND AS 110, your company has prepared its Consolidated Financial Statements, which forms part of this Annual Report. Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a seperate statement containing the salient features of the subsidiary companies in the prescribed form AOC-1 is a part of the Consolidated Financial Statements.

The Joint Venture partner MA SRL Italy has exited from JV Agreement as on 31.01.2018 by sale of entire holding in the JV company named âJBM MA Automotive Private Limitedâ. However, the Company is continuing its existing business.

10. ESTABLISHMENT OF NEw TOOL ROOM IN JOINT vENTURE wITH M/S OGIHARA THAILAND CO. LTD AND JAY BHARAT MARUTI LTD.

Your Company is expanding its tooling manufacturing capacity and obtaining know how for localizing High Tensile dies and critical BIW parts. Your Company is setting up a new tool room in association with M/s Ogihara Thailand Co. Ltd and M/s Jai Bharat Maruti Limited for manufacturing of press stamping dies along with Ultra High Tensile and critical BIW Dies. A new joint venture Company namely M/s JBM Ogihara Die Tech Private Limited has been incorporated. The new tool room will be situated at Greater Noida in Uttar Pradesh. The tool room will be used primarily to cater the requirements of Maruti Suzuki India Limited(MSIL) and other OEMâs localization of imported tooling.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of total number of Directors are liable to retire by rotation every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Surendra Kumar Arya, Director will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment in accordance with provisions of the Companies Act, 2013.

Mrs. Vimal Vashisht due to health issues, has resigned from the Directorship of the Company with effect from closure of business hours on 30th May 2017.

Further, Mrs. Pravin Tripathi has been appointed as Woman Director on the Board of the Company with effect from 4th September 2017.

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, the Non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of Board and Committees of the Company.

None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013 and rules made there under. Key Managerial Personnel (KMP)

Pursuant to the Provisions of Section 203 of the Companies Act, 2013 read with rules made thereunder following are designated as Key Managerial Personnel (KMP) of the Company:

(1) Mr. Sandip Sanyal - Executive Director

(2) Mr. vivek Gupta - CFO & Company Secretary

12. COMPLIANCES UNDER COMPANIES ACT, 2013

(i) Extract Of Annual Return

in accordance with section 134(3)(a) of the Companies Act, 2013, the extract of Annual return pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 in form MGT-9 is annexed herewith as Annexure-I and forms a part of this report.

(ii) Meetings of the Board

During the financial year 2017-18, Five (5) Board Meetings were held. For details thereof kindly refer to the Corporate Governance Report forming part of this Annual Report.

(iii) Audit Committee

Detailed information of the Committee is provided in the Report on Corporate Governance forming part of this Annual Report.

(iv) Annual General Meeting

21st Annual General Meeting of the Company was held on 18th August, 2017, at Air Force Auditorium, Subroto Park, New Delhi-110010.

(v) Committees Of The Board

Detailed information on the Board and its Committees is provided in the Report on Corporate Governance forming part of this Annual Report.

(vi) Corpopate Restructuring

The Board in the meeting held on March 1st, 2018, has approved a Scheme of Merger (by way of absorption) of JBM Auto System Private Limited and JBM MA Automotive Private Limited with JBM Auto Limited. The necessary NOC/observation letter has been received from NSE & BSE on 4th June 2018. Company is seeking sanction for merger from National Company Law Tribunal Delhi and Mumbai ongoing updates can be assessed from the website of the company www.jbmgroup.com.

(vii) Companyâs Policy On Appointment And Remuneration Of Directors

The criteria for determining qualifications, positive attributes and independence in terms of Act and the rules made thereunder, both in respect of independent and the other Directors as applicable has been approved by the Nomination and Remuneration Committee. The Board is well diversified and have balance of skills, experience and diversity of perspectives appropriates to the Company.

Directors are appointed/re-appointed with the approval of the Members. All directors, other than independent Directors and whole Time Director, are liable to retire by rotation, unless approved by the members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

The Companyâs policy relating to remuneration of Directors, Key Managerial Personnel and other employee is displayed on the website of the Company at www.jbmgroup.com.

(viii) Directorsâ Responsibility Statement

Pursuant to the provisions of clause (c) of Sub- section (3) of Section 134 of the Companies Act, 2013, your Directors hereby confirm that they:

i. Have followed in the preparation of Annual Accounts for the financial year 2017-18, the applicable Accounting Standards and no material departures have been made for the same;

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

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

iv. Had prepared the annual accounts on a going concern basis;

v. Have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. Have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

(ix) Declaration Of Independent Directors

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

The term of appointment of independent Directors may be accessed on the Companyâs website at the link:

http://www.jbmgroup.com/pdf/JBM-Auto-Ltd/T&C-Appointment-of-Independent-Director/jbm-auto-appointment-of-Independent-directors.

(x) Related Party Transactions

All contracts or arrangements or transactions that were entered into by the Company during the financial year with related parties were on an armâs length basis and in the ordinary course of business. All Related Party Transactions have been approved by the Audit Committee and Board of Directors.

Further, the prescribed details of related party transactions of the Company in Form No. AOC-2, in terms of section 134 of the Act read with rule 8 of the Company (Accounts) Rules, 2014 is given as Annexure-II to this report.

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 http://www.jbmgroup.com/pdf/JBM-Auto-Ltd/Policy/Policy-on-Related-Party-Transaction/ JBMA_Auto_tp.pdf

(xi) Auditors And Auditorâs Report

(a) Statutory Auditors

M/s Sahni Natarajan and Bahl, Chartered Accountants, (Firm Registration No. 002816N) was appointed as the Statutory Auditors of the Company by the shareholders at 21st Annual General Meeting (AGM) held on 18th August, 2017, to hold office for a period of five consecutive years commencing from the conclusion of 21st AGM till the conclusion of the 26th Annual General Meeting.

As per MCA notification dated 7th May 2018 annual ratification for appointment of Statutory Auditorâs by the shareholders is no more required.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, that their appointment, would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such appointment under the provisions of applicable laws. The

Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

There is no qualification or reservation or remarks made by the Auditors in their Report. The Notes on Financial Statements referred to in the Auditors report are self-explanatory and do not require any further comments.

(b) Secretarial Auditors

in terms of Section 204 of the Companies Act 2013 and rules made there under, Mrs. Sunita Mathur, Practicing Company Secretary (CP No. 741) was appointed to conduct the Secretarial Audit of the Company for the financial year 2017-18. She has confirmed that she is eligible for the said appointment.

The Secretarial Audit Report for the financial year 2017-18 is annexed to this Report as Annexure-III

The report is self-explanatory and do not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

in terms of the provisions of Section 138 read with Companies (Accounts) Rules 2014, and other applicable provisions, if any, of the Companies Act, 2013, on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Mehra Goel & Co, Chartered Accountants, as internal Auditors of the Company to audit the internal function and activities of the Company and to review various operations of the Company; the Company continued to implement their suggestions and recommendations to improve the control environment.

(xii) Corporate Social Responsibility (CSR)

The CSR Committee of the Board of Directors has been formed comprising of three directors with Chairman being independent Director. CSR Committee has framed and formulated a CSR Policy indicating the activities to be undertaken by the Company, in accordance with schedule vii of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 issued under the Act. The same has also been approved and reviewed from time to time by the Board. The CSR policy is available at the website of the Company at http://www.jbmgroup.com/pdf/JBM-Auto-Ltd/Policy/CSR-Policy/JBMA_Auto_CSR_Policy.pdf. The Annual Report on CSR Activities, as stipulated under the Act forms an integral part of this Report and is appended as Annexure-Iv.

(xiii) Conservation Of Energy, Technology Absorbtion And Foreign Exchange Earnings And Outgo

information pursuant to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013 is annexed as Annexure-v and forms a part of this report.

(xiv) Remuneration Policy

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

(xv) Particulars Of Loans, Guarantees Or Investments

Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 as at the end of the financial year 2017-18 are provided in the notes to standalone financial statement.

13. PERFORMANCE EVALUATION

The Board of Directors have evaluated the performance of each of independent Directors (without participation of the relevant Director). The annual evaluation of the performance of the Board, its Committees and individual Directors has been made. The evaluation criteria as approved by the Nomination and Remuneration Committee included various aspects of the functioning of Board such as composition, process and procedures including adequate and timely information, attendance, decision making, roles and responsibilities etc.

The performance of individual directors including the Chairman was evaluated on various parameters such as industry knowledge & experience, vision, commitment, time devoted etc. The evaluation of independent Directors was based on aspects like participation & contribution to the Board decisions, knowledge, experience, integrity etc.

14. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Internal Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

15. CORPORATE GOVERNANCE

Corporate Governance refers to a set of systems, procedures and practices which ensure that the Company is managed in the best interest of all corporate stakeholders i.e. shareholders, employees, suppliers, customers and society in general.

Corporate Governance is more as a way of business life than a mere legal obligation. The Company has adopted various practices of governance confirming to highest ethical and responsible standard of business. Strong and effective implementation of governance practices in the Company have been rewarded in terms of improved share valuations, stakeholderâs confidence, market capitalization, high credit ratings, bagging of various awards etc.

A certificate from the Secretarial Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached in Corporate Governance Report forming part of Annual Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year as stipulated under Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is separately given and forms part of this Annual Report and provides a more detailed analysis on the performance of individual businesses and their outlook.

17. RISK MANAGEMENT

The Company has implemented a comprehensive and fully integrated âEnterprise Risk Managementâ framework in order to anticipate, identify, measure, manage, mitigate, monitor and report the principal risks and uncertainties that can impact its ability to achieve its strategic business objectives.

This integration is enabled by alignment of Risk Management, Internal Audit, Legal and compliance methodologies and processes in order to maximize enterprise value of the Company and ensure high value creation for our stakeholder over a period of time.

18. INTERNAL FINANCIAL CONTROLS

The Directors have laid down proper and adequate system of internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the adequacy and completeness of accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

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

19. INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances.

The internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process with regular monitoring of expenses and Internal audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.

20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF wOMEN AT wORKPLACE (PREvENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has laid down sexual harassment policy pursuant to provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. The objective of this policy is to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith. The Company has zero tolerance on sexual harassment at workplace. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2017-18, no complaints was received under this policy. This Policy is made available at the website of the Company at http://www.jbmgroup.com/pdf/JBM-Auto-Ltd/Policy/Sexual-Harrasement-Policy/sexual-harrasement-policy.pdf

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle Blower Policy (the âwB Policyâ) with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrongdoing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action. The WB Policy also provides mechanism for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle Blower Policy has been posted on the website of the Company and the details of the same are explained in the Report on Corporate Governance forming part of this Annual Report. The Whistle Blower Policy is available at the website of the Company at http://www.jbmgroup.com/pdf/JBM-Auto-Ltd/Policy/Whistle-Blower-Policy/JBMA_ whistle-Blower-Policy.pdf

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

23. PUBLIC DEPOSITS

During the year, your Company did not accept any public deposits under Chapter v of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as of 31st March, 2018.

24. MATERIAL CHANGES AND COMMITMENTS, IF ANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of this report.

25. EMPLOYEES STOCK OPTION PLANS/SCHEMES

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

26. PARTICULARS OF EMPLOYEES

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

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

27. COST RECORDS

Maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013 are not applicable to the Company. Accordingly, such accounts and records are not made and maintained by the Company during the financial year 2017-18.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the support and continued co-operation extended by all the customers, vendors, dealers, bankers, regulators and business associates. The Board places on record its appreciation to all the employees for their dedicated and committed services. Your Directors deeply acknowledge the continued trust and confidence that the shareholder place in the management and are confident that with their continued support, the Company will achieve its objectives and emerge stronger in the coming years.

For and on behalf of the Board of Directors of

JBM Auto Limited

Date: 06.08.2018 Sd/-

Place: Gurugram Surendra Kumar Arya

Chairman

DIN : 00004626

Mar 31, 2017

Dear Members,

The Board of Directors hereby submits the report on the business and operation of your Company, along with the audited financial statements (Standalone and Consolidated), for the financial year ended 31st March, 2017.

1. FINANCIAL HIGHLIGHTS

(Rs, In crore)

Particulars	Standalone		Consolidated
	2016-17	2015-16	2016-17	2015-16
Total Revenue	708.86	578.17	1800.77	1524.16
Profit Before Tax	49.38	24.76	99.54	84.84
Less: Tax Expenses	9.18	0.14	25.79	21.90
Profit After Tax	40.20	24.63	73.76	62.94
Less: Minority Interest	-	-	7.87	10.56
Profit After Tax (after Minority Interest)	40.20	24.63	65.88	52.38
Balance brought forward	119.49	104.03	232.87	194.08
Less: Previous year adjustment in Profit of subsidiary and joint venture.	-	-	(0.24)	(0.24)
Profit available for appropriation	159.69	128.66	298.51	246.22

2. DIVIDEND AND APPROPRIATION

(A) Dividend

Your Directors are pleased to recommend a final dividend of Rs, 2/- (i.e. 40%) per equity share for the financial year 201617 (last year Rs, 1.75 per equity share). The payment of dividend is subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

3. STATE OF THE COMPANY''S AFFAIRS

Financial year 2016-17 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, 708.86 crore as against Rs, 578.17 crore recorded in the previous year, registering a growth of 22.60 %. The profit after tax (PAT) increased to Rs, 40.20 crore from Rs, 24.63 crore in the previous year, registering a growth of 63.21 %.

During the year under review, on consolidated basis, your Company achieved a total revenue of Rs, 1800.77 crore as against Rs, 1524.16 crore recorded in the previous year, registering a growth of 18.15%. The profit after tax (after minority interest) increased to Rs, 65.88 crore from Rs, 52.38 crore in the previous year, registering a growth of 25.77 %.

4. MATERIAL CHANGES AND COMMITMENTS

During the year under review, on 14th July, 2016, your Company has entered into a joint venture agreement with M/s Solaris Bus and Coach S. A., Poland (hereinafter referred to as Solaris) and formed a new Company M/s JBM Solaris Electric Vehicle Private Limited to manufacture India''s first 100% electric buses ''ECOLIFE'' in the Country. Our association with Solaris comes in as a just in time move towards developing green solutions that will transform the public transportation domain in India. We believe that the JBMA''s expertise in design & development coupled with Solaris'' rich experience in green mass transportation solutions will together result in developing products that are not only green but also convenient, safe and affordable.

All the statutory compliances under Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 in this regard have 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 Regulation 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given separately and forms part of this Annual Report.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of the Regulation 34 of SEBI (Listing Obligations 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 Directors

The Company has optimum combination of Executive, Non-Executive and Independent Directors. The Board has total 6* nos. Of Directors as on 31st March, 2017. None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013 and Rule 41(1) of Companies Rules, 2014

In terms of the provisions of the Companies Act, 2013 Mr. Mahesh Kumar Aggarwal and Mr. Ashok Kumar Agarwal, Non Executive Independent Directors of the Company, are not liable to retire by rotation in the ensuing Annual General Meeting of the Company.

Mrs. Vimal Vasisht, Non- Executive Independent Director cum Woman Director, has resigned from the directorship of the Company, due to health and personal issues w.e.f. the closure of business hours on 30th May, 2017.

Mr. Nishant Arya (DIN: 00004954) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommend his re-appointment. A brief profile and other details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Notice of 21st Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act.

Key Managerial Personnel (KMP)

The Company has following persons as KMP.

1. Mr. Sandip Sanyal - Executive Director

2. Mr. Vivek Gupta - CFO & Company Secretary

During the year there was no change in the 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, 2017 is attached as Annexure-I to this Report.

8.2 Board Meetings

During the year, five meetings of the Board of Directors were conveyed and held. The details of which are given in the Corporate Governance Report. The maximum interval between any two consecutive meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

8.3 General Meetings

a) Annual General Meeting: 20th Annual General Meeting of the Company was held on 3rd September, 2016.

b) Postal Ballot: During the year the Company passed five special resolutions through Postal Ballot process. Detail of all resolutions are given in the Corporate Governance Report.

8.4 Directors'' Responsibility Statement

Your Directors'' make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 that:

a) i n 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 were adequate and 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.

8.5 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, 2013 ("the Actâ) and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms of appointment of Independent Directors may be accessed from the Company''s website at the link: http://www.jbm-group.com/pdfs/jbm-auto-appointment-of-Independent-directors.pdf

8.6 Remuneration Policy

The Policy on 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 178 of the Companies Act, 2013 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

8.7 Particulars of Loans, Guarantees and 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 statements and forms part of this Annual Report.

8.8 Particulars of contracts or arrangements with related parties referred to section 188(1) of the Companies Act, 2013

All transactions entered by the Company with the Related Parties 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 on quarterly basis.

There were no materially significant transactions with Related Parties during the financial year 2016-17 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 24 of the notes to the standalone financial statements. The Form AOC-2 for the transactions made with the related parties during the financial year 2016-17 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: http://www.jbm-group.com/pdfs/ JBMA_Auto_tp.pdf

8.9 Auditors and Auditors'' Report

(A) Statutory Auditors

In compliance to the provisions of section 139 of the Companies Act, 2013, M/s Mehra Goel & Co, Chartered Accountants, were appointed as Statutory Auditors of the Company for a term of 3 years w.e.f. 01.04.2014 till the conclusion of the ensuing 21st Annual General Meeting of the Company. M/s Mehra Goel & Co would vacate office as the Auditors of the Company at the conclusion of the ensuing Annual General Meeting pursuant to the provisions of Section 139(2)(b) of the Companies Act, 2013 dealing with compulsory rotation of auditors.

Pursuant to the applicable provisions of the Companies Act, 2013, on the recommendation of the Audit Committee of the Board, it is proposed to appoint M/s Sahni Natarajan and Bahl, Chartered Accountants (Firm''s Registration No.002816N) as the Statutory Auditors of the Company to hold office from the conclusion of the 21st Annual General Meeting of the Company until the conclusion of the 26th Annual General Meeting.

Necessary resolution for the appointment of M/s Sahni Natarajan and Bahl, Chartered Accountants as the Statutory Auditors is included in the Notice of the 21st Annual General Meeting. The reports given by the outgoing Auditors, M/s Mehra Goel & Co, Chartered Accountants on the standalone and consolidated financial statements of the Company for the financial year ended 31st March, 2017 forms part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given 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 CS Sunita Mathur, Company Secretary in Practice, New Delhi to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2017. The Secretarial Audit Report (in Form MR-3) is attached as Annexure-III to this Report. There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor, in the Secretarial Audit report.

8.10 Corporate Social Responsibility

The CSR expenditure incurred by your Company during the financial year 2016-17 was '' 58.22 lacs as against ''57.85 lacs to be spent as per 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 imparted 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 :

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, 2017, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure-IV to this Report.

8.11 Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. Accordingly, the performance evaluation process of the Board involves following multiple levels.

- Board as a whole

- Committees of the Board

- Individual Directors and the Chairpersons (Including Independent and Non- Independent Directors)

The Board has devised the following parameters for the performance evaluation of Directors and Committees:-

- Strategy and performance evaluation

- Governance and Compliance

- Knowledge and Competency

- Information flows

- Decision making

- Relationship with stakeholders

- Company performance and strategy

- Tracking Board and committees'' effectiveness

- Effectiveness of leadership

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.

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 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, as amended from time to time, 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. In order to prevent sexual harassment of women at workplace and as per the provisions of the sexual harassment of the women at workplace (Prevention, Prohibition and Redressal) Act, 2013 , Company formed an Internal Complaint Committee.

The Company has always endeavored for providing a better and safe environment free of sexual harassment at all its work places. During the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

10. DISCLOSURES

a. Audit Committee

The Audit Committee, as at 31.03.2017, 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 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a 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 Financial 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, 2013.

To have robust internal financial controls, the Company has in place Standard Operating Procedures for all its critical

business processes. Extensive use of SAP and other software systems have also resulted in strengthening the internal financial controls and accurate reporting of operational and financial data.

The Company 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 three subsidiaries:

(i) JBM Auto System Private Limited,

(ii) JBM Ogihara Automotive India Limited, and

(iii) JBM Solaris Electric Vehicles Private 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 this material subsidiary. They are actively involved in monitoring the progress of Subsidiary Company.

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

(d) The Policy 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

Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement

The financial performance of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statements are detailed below

(Rs, in crore)

S. No.	Name of the Subsidiaries/Associate/Joint Venture	Turnover/Revenues		Profit/(Loss) after Tax
S. No.	Name of the Subsidiaries/Associate/Joint Venture	Current Year	Previous Year	Current Year	Previous Year
1	JBM Auto System Private Limited	841.43	719.65	25.04	33.91
2	JBM Ogihara Automotive India Limited	128.59	79.02	2.76	3.47
3	JBM Solaris Electric Vehicle Private Limited	-	-	(0.11)	-
4	JBM MA Automotive Private Limited	159.18	157.95	4.86	5.16
5	Indo Toolings Private Limited	13.86	9.67	0.51	(0.39)

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, as amended from time to time, 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 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 three 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 Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, 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, 2013 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 136(1) read with its relevant provisions of the Companies Act, 2013, the annual report excluding the aforesaid informationâs is being sent to the members of the Company. The aforesaid informationâs is available for inspection at the registered office of the Company during the working hours and any member interested in obtaining such informationâs may write to the company secretary and the same will be furnished without any fees.

k. No Stock Option was granted to the Directors or Employees of the Company during the year.

l. Risk Management

The Company has developed and implemented a risk management policy identifying major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time by Risk Management Committee. Risk mitigation process and measures have also been formulated and clearly spelled out in the said policy.

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 & APPRECIATION

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the bankers, government authorities, customers, dealers, suppliers and all other business associates and the shareholders of the Company during the year under review.

Your Directors also record their appreciation for the committed and dedicated services by the employees of the Company at all levels.

For and on behalf of the Board of Directors

Sd/-

Place: Gurugram (Haryana)

Surendra Kumar Arya

Date: 30 May, 2017 Chairman

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 Â 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, 2010

The Directors have the pleasure in presenting the Fourteenth Annual Report of your Company together with the Audited Statement of Accounts for the fnancial year ended 31st March, 2010 and Auditors report thereon.

Financial Results

(Rs. in lacs)

STANDALONE CONSOLIDATED

Particulars

2009-10 2008-09 2009-10

Gross Sales & Other Income (excluding

26047.81 24734.02 45071.28

exceptional items)

Proft Before Tax (excluding exceptional items) 1223.90 783.24 1513.31

Add: Exceptional items - 1224.25 -

Proft Before Tax (including exceptional items) 1223.90 2007.49 -

Less: Provision for Tax 399.90 722.39 567.53

Proft After Tax 823.99 1285.10 945.78

Less: Minority Interest - - (133.51)

Balance brought forward 3748.87 2463.77 3122.47

Proft available for appropriation 4572.86 3748.87 3934.74

Appropriation:

Proposed Dividend 163.50 - 163.50

Dividend Tax 27.78 - 27.78

Transferred to General Reserve 100.00 - 100.00

Balance carried to Balance Sheet 4281.58 3748.87 3643.46

Operational and Financial Review

Your Company is engaged mainly in the manufacturing of Sheet metal components, welded assemblies and tool & dies primarily for the Automobile Industry. Automotive Industry, globally, as well in India, is one of the key sectors of the economy. Due to its deep forward and backward linkages with several key segments of the economy, automotive industry has a strong multiplier effect and acts as one of the drivers of economic growth.

The automotive Industry in India is now working in terms of the dynamics of an open market. Many joint ventures have been set up in India with foreign collaboration, both technical and fnancial with leading global manufacturers. Also a very large number of joint ventures have been set up in the auto-components sector and the pace is expected to pick up even further. The Government of India is keen to provide a suitable economic and business environment conducive to the success of the established and prospective foreign partnership ventures.

During the Year ended March 31st, 2010, the Indian Automotive Industry performed extremely well and the overall sale of Vehicles increased by 25.26% over the previous year with the sale of 140.97 lacs vehicles (Domestic &Exports both) in 2009-10. The passenger vehicle & commercial vehicle registered a double digit growth and also the sale of three wheelers and two wheelers increased over the previous Year.

Your company recorded sales & other income (excluding exceptional items) of Rs. 26047.81 lacs as against Rs. 24734.02 lacs recorded in the previous year, registering a growth of 5.32%.

The Proft before Tax (excluding exceptional item) is increased to Rs.1223.90 lacs from Rs.783.24 lacs in the previous year.

Allotment of 8% Non-Cumulative Redeemable Preference Shares

Pursuant to the approval by the Shareholders in the 13th Annual General Meeting (AGM) held on 4th September 2009, the Company has allotted 5000000(Fifty Lacs) 8% Non-Cumulative Redeemable Preference Shares of Rs. 10/- (Rs. Ten only) each, at the premium of Rs. 50/- (Rs. Fifty only) each to M/s Neel Metal Products Limited.

Subsidiaries

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

Particulars under Section 212 of the Companies Act, 1956

As per Section 212 of the Companies Act, 1956, we are required to attach the DirectorsÃ Report, Balance Sheet, and Proft and Loss Account of subsidiaries to the Balance Sheet of the Company. We believe that the consolidated accounts present a full and fair picture of the state of affairs and the fnancial condition, and are accepted globally.

Therefore, we had applied to the Government of India to seek exemption from presenting detailed fnancial statements for each subsidiary as we present the audited consolidated fnancial statements in the Annual Report. The Government of India has granted us exemption from complying with the provisions of Section 212(1) of the Companies Act, 1956 vide their letter with reference number No.47/655/2010-CL-III dated 26th July 2010.

Accordingly, the Annual Report does not contain the fnancial statements of the subsidiaries. In compliance with the terms of exemption we have presented a summary of the fnancial information for each subsidiary and we will make available the annual accounts and related information of subsidiaries, where applicable, upon request by any of our investors. These documents will also be available for inspection during business hours excluding Saturday at our registered offce and also at the registered offce of the concerned subsidiary. The Consolidated fnancial statements are provided for in the Annual Report.

Dividend

Your Board of Directors are pleased to recommend a Dividend of Rs. 1.50/- (15%) per share on fully paid up Equity shares of Rs.10/- each for the Financial Year 2009-10.The dividend distribution would result in an outfow of Rs.1,78,98,202/- ( Rs. One crore seventy eight lacs ninety eight thousand two hundred and two only) including corporate dividend tax. The dividend is tax free in the hands of recipient.

Expansion

At present, the Company has manufacturing facilities at Faridabad, Greater Noida, Nashik and Kosi. Your Company has been selected by Tata Motors Limited (TML) as one of supplier of components for their small car Project ÃNANOÃ. After decision by TML to shift their small car project ÃNANOÃ from Singur, West Bengal to Sanand, Gujarat, the Company has also decided to relocate its manufacturing facilities from Singur to Sanand. All salvageable machineries and equipments at Singur Project have been/are being shifted to Sanand unit of the Company. Negotiation with Tata Motors has been fnalized to partly compensate the relocation cost and Facilitation Agreement has been executed. The project at Sanand is expected to start commercial production during the Financial Year 2010-11.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ashok Kumar Agarwal, 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. Ashok Kumar Agarwal.

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 Mr. Ashok Kumar Agarwal, Director, who is to be re-appointed, is furnished in the explanatory statement of the notice of 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, 2010, 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, 2010 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, 2010 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 AuditorsÃ 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.

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

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 are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Listing fees has already been paid for the fnancial year 2010-11. Further Annual Custodian fee have also been paid to NSDL & CDSL.

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, during the year under review.

Appreciation

Your Directors convey their sincere thanks to CompanyÃs 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 CompanyÃs 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 : August 11, 2010 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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