Mar 31, 2018
To,
The Members
The Directors are pleased to present their Sixty-Ninth (69th) report for the Financial Year ended 31st March, 2018.
1. Financial Highlights:
The Companyâs financial performance for the financial year ended 31st March, 2018 is summarized below:
(Rs. In Lacs)
Particulars |
Standalone |
Consolidated |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Revenue from Operations |
32,156.70 |
37,957.71 |
32,716.76 |
38,741.85 |
Other Income |
443.65 |
372.50 |
422.49 |
353.09 |
Total Income |
32,600.35 |
38,330.21 |
33,139.25 |
39,094.94 |
Total Expenses |
30,759.98 |
36,320.98 |
31,310.40 |
37,079.79 |
Share of profit in Joint Venture |
- |
- |
106.74 |
86.88 |
Profit before Tax (PBT) |
1,840.37 |
2,009.23 |
1,935.59 |
2102.03 |
Provision for Tax- Current |
(620.00) |
(699.09) |
(631.20) |
(716.30) |
- Deferred |
10.14 |
(2.93) |
10.40 |
(3.64) |
- Tax paid for earlier years |
(31.50) |
- |
(31.30) |
(0.28) |
Profit after Tax |
1,199.01 |
1,307.21 |
1283.49 |
1381.81 |
Other Comprehensive Income |
(46.27) |
(6.47) |
(48.26) |
(8.06) |
Total comprehensive Income |
1152.74 |
1300.74 |
1,235.23 |
1373.75 |
Non-controlling interest* |
- |
- |
(7.09) |
(13.11) |
Balance brought forward |
354.93 |
341.29 |
385.85 |
364.65 |
Dividend including taxes thereon |
- |
(287.10) |
- |
(285.46) |
General Reserve |
(900.00) |
(1,000.00) |
(953.98) |
(1,053.98) |
Balance carried forward |
607.67 |
354.93 |
660.01 |
385.85 |
* Non-controlling interest includes 0.20 lacs relating to transfer of shares to NCI.
State of the Companyâs affairs
During the year under review, revenues dropped by 15.28% approx. to Rs. 32,156.70 Lacs in comparison to Rs. 37,957.71 Lacs. Profit before tax decreased by 8.40% to Rs. 1,840.37 Lacs in comparison to Rs. 2,009.23 Lacs. This occurred due to the turbulence in the market on account of introduction of Goods and Services Tax Act, 2017 w.e.f. 01st July, 2017. Profit after tax also decreased by 8.28% approx. to Rs. 1,199.01 Lacs in comparison to Rs. 1,307.21 Lacs in previous financial year. Earnings per share for the year stood at Rs. 20.11 as compared to Rs. 21.92 in the preceding financial year.
Consolidated turnover stood at Rs. 32,716.76 Lacs as compared to Rs. 38,741.85 Lacs in the preceding financial year i.e. decrease of 15.55% and Consolidated profit after tax has also decreased by 7.11% and stood at Rs. 1,283.49 Lacs as compared to Rs. 1,381.81 Lacs.
2.1 Material changes and commitments affecting the financial position between end of the financial year and at the date of this report
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year 2017-18 and the date of this Report.
2.2 Change in nature of the Business
There has been no change in the nature of the business of the Company. Your Company is engaged in the business of distribution of auto spare parts across India.
2.3 Capital Expenditure incurred during the year and its impact on the liquidity of the Company
No capital expenditure, having any impact on the liquidity of the Company, has been incurred during the Financial Year 2017-18.
3. Adoption of new accounting policies as per IND AS
During the year under review, your Company has adopted new accounting policies so as to align the same with Indian Accounting Standards (âIND ASâ) which are applicable to the Company with effect from the Financial Year 2017-18 in accordance with the Notification No. G.S.R. 111(E) dated 16th February, 2015 issued by Ministry of Corporate Affairs read with Circular No. CIR/CFD/FAC/62/2016 dated 5th July, 2016 issued by Securities and Exchange Board of India.
4. Consolidated Accounts
Consolidated Financial Statements are prepared in accordance with the provisions of the Companies Act, 2013 read with IND AS 110 - Consolidated Financial Statements,INDAS 28 - Investment in Associates and IND AS 31 - Interest in Joint Venture. Consolidated Financial Statements for the Financial Year 2017-18 forms part of this Annual Report.
A statement in Form AOC-1 containing the salient features of the financial statements of associates and the joint venture company is annexed (Annexure - 1). Consolidated financial statements have been prepared on the basis of audited annual financial statements of your Company, associate companies and its joint venture company.
5. Dividend
The Board of Directors has recommended, for the financial year 2017-18, a dividend of INR 04/- (40 percent per equity -share) per equity share of INR 10/- each on the paid up equity share capital of INR 5,96,36,100/- Lacs amounting to INR 287.58 Lacs (inclusive of Dividend Distribution Tax of INR 49.03 Lacs). The dividend payment is subject to approval of the members at ensuing Annual General Meeting.
5.1 Transfer of unclaimed dividend into Investor Education & Protection Fund (IEPF)
In accordance with the provisions of Section 124 of the Companies Act, 2013, unclaimed dividend for the Financial Year 2010-11 aggregating to INR 6,94,926/- lying with the Company for a period of seven years was transferred during the Financial Year 2017-18, to the Investor Education and Protection Fund established by the Central Government.
5.2 Uncashed / Unclaimed Dividend(s)
The details of uncashed / unclaimed dividends commencing with the Financial Year 2011-12 are as under:
Financial Year |
Type of Dividend |
Dividend Per Share |
Date of Payment |
Due Date for Transfer |
2011-12 |
Interim |
INR 6/- |
28.02.2012 |
02.04.2019 |
2012-13 |
Interim |
INR 6/- |
28.02.2013 |
01.04.2020 |
2013-14 |
Interim |
INR 4/- |
28.02.2014 |
01.04.2021 |
2014-15 |
Interim |
INR 4/- |
05.02.2015 |
26.02.2022 |
2015-16 |
Interim |
INR 4/- |
29.02.2016 |
18.03.2023 |
2016-17 |
Interim |
INR 4/- |
28.02.2017 |
15.03.2024 |
Shareholders who have not encashed the dividends are requested to do so or approach the Company before these are statutorily transferred to IEPF.
5.3 List of shareholders who have not claimed dividend(s)
List of shareholders who have not claimed their dividends (Interim / Final) is uploaded on website of the Company i.e. www.jmaindia.com.
5.4 SEBI has, vide its circular dated April 20, 2018, mandated the transfer of unpaid dividend directly to the Bank Account of Shareholders. Shareholders are therefore advised to register / update their bank details with the Companyâs Registrar and Share Transfer Agent.
5.5 Transfer of shares to Investor Education and Protection Fund Suspense Account
Pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred all shares in respect of which dividend(s) has / have not been paid / claimed by the shareholders for seven consecutive years or more in the name of Investor Education and Protection Fund SuspenseAccount (âIEPF Suspense Accountâ). The details of equity shares transferred into IEPF Suspense Account during the financial year are given hereunder:
S.No. |
No. of shares transferred into IEPF Suspense Account |
Date of Transfer |
1 |
57511 |
29th December, 2017 |
2 |
6199 |
27th April, 2018 |
Details of shares which had been transferred into IEPF Suspense Account can be downloaded from website of IEPF www.iepf.gov.in or under the link http://jmaindia.com/download/List-Of-Shareholders-Whose-Shares-Are-Transferred-Into-IEPF-For-The-FY-2010-11.pdf. Alternatively, shareholders may check the record from the website of Investor Education and Protection Fund Authority i.e. www.iepf.gov.in.
5.6 Shareholders who have not claimed / encashed dividends for the past seven consecutive years are advised to claim their dividend(s) before these are statutorily transferred into IEPF Suspense Account.
6. Transfer to Reserves
An amount of Rs. 900 Lacs generated out of profits of the Company had been transferred to General Reserve Account during this Financial Year and an amount of Rs. 607.67 Lacs is proposed to be carried forward as retained earnings.
7. Subsidiary, Joint Ventures, Associate Companies
There was no subsidiary of your Company during the Financial Year, while the details of joint venture and associate companies are given hereunder:
a) JMARane Marketing Limited (CIN : U51909DL1991PLC042645) - Joint Venture ;
b) Jullundur Auto Sales Corporation Limited (CIN : U34101DL1959PLC003066) - Associate;
c) ACL Components Limited (CIN : U32204HR1985PLC049478) - Associate
Above associates & joint venture company are involved in the business of distribution of auto spare parts in different regions of India.
8. Public Deposits
During the Financial Year ended 31st March, 2018, the Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.
9. Conservation of energy, technology absorption and foreign exchange earnings and outgo
Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are not applicable to the Company during the period under review. There was no inflow and outflow during the financial year 2017-18. There was no inflow during the Financial Year 2016-17. However, Foreign Exchange outflow was Rs. 7,91,954 in Financial Year 2016-17.
10. Changes in Share Capital
Authorized Share Capital is Rs. 10,00,00,000/- (â Ten Crores only) divided into 1,00,00,000 equity share of Rs. 10/- each. Paid-up share capital of the Company is Rs. 5,96,36,100/- (â Five Crores Ninety Six Lakh Thirty Six Thousand and One Hundred Only). There has been no change in Share Capital of the Company as compared to the previous financial year.
11. Extract of Annual Report
Form MGT-9 providing an extract of the Annual Return as prescribed under Section 92 of the Companies Act, 2013 and read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, is annexed (Annexure - 2) of this Annual Report.
12. Directors and Key Managerial Personnel
12.1 Directors retiring by rotation
In accordance with Section 152 of the CompaniesAct, 2013 and Articles of Association of the Company, Shri Ranjit Puri (DIN:00052459) and Shri Sanjeev Kumar, (DIN: 00094725), Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.
12.2 Appointment and resignation of the directors
There was no appointment and / or resignation of any director during the Financial Year under review.
12.3 Confirmation of appointment / re-appointments
Pursuant to the notification of Securities and Exchange Board of India bearing No SEBI/LAD-NRO/GN/2018/10 dated 09th May, 2018, approval of shareholders by way of special resolution is required for continuation of appointment w.e.f. 01st April, 2019 for those non-executive directors who have attained the age of 75 years. Shri Subhash Chander Vasudeva, Shri Mohindar Mohan Khanna, Shri Avinash ChanderAnand, Shri Ranjit Puri and Shri Sarvjit Sondhi, all Non-Executive directors have already attained the age of 75 years and require approval of shareholders by way of passing special resolution to continue their respective appointments.
Shri Sanjay Saigal was appointed as Independent Director for a period of 5 consecutive years starting from 28th May, 2014 and his term as Independent Director will expire in the month of May, 2019. He may be re-appointed for a further term of 5 consecutive years subject to the approval of shareholders by way of passing special resolution in this regard.
Accordingly, your directors recommend the re-appointment of retiring directors and confirmation of continuation of Nonexecutive directors each of whom has attained the age of 75 years. Detailed profiles of re-appointee directors are given to the Note 16 to notes in the notice of Annual General Meeting.
12.4 Key Managerial Personnel
Shri Virat Sondhi, Managing Director, Shri Deepak Arora, Joint Managing Director, CA Narinder Pal Singh, Chief Financial Officer and CS Sachin Saluja, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and 203 of the CompaniesAct, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
13 Declaration by Independent Director(s)
All Independent Directors have furnished declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
14 Board Meetings
14.1 Number of Board Meetings
Your Board met 05 (Five) times during the Financial Year 2017-18, details of which along with attendance of the directors in such meetings are provided in the Corporate Governance Report.
14.2 Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 & rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out its own annual performance evaluation and also of the directors individually, as well as that working of the Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
14.3 Separate meeting of Independent Directors
In addition to the Board Meetings, a separate meeting of Independent Directors was held on 29th December, 2017 for the year 2017-18 to consider:
a) Performance of Non-independent directors and the Board as a whole;
b) Performance of the chairman of the Company, taking into account of the views of Executive Directors and Nonexecutive directors; and
c) 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.
15 Directors Responsibility Statement
In terms of Section 134(3) (c) of the CompaniesAct, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual financial statements for the year ended 31st March 2018, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) 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 that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
16 Auditors
16.1 Statutory Auditors
M/s Aiyar & Co., Chartered Accountants (Firm Regn No. 001174N), New Delhi-110001, were appointed as Statutory Auditors of the Company for a period of five years in the 68th Annual General Meeting, to hold office till the conclusion of 73rd Annual General Meeting.
Statutory Auditors have confirmed their eligibility as required under Section 139, 141 or any other Section, if applicable, of the Companies Act, 2013 and the rules made thereunder, to continue and hold office as auditors.
16.2 Report of Auditors
The Auditorâs Report for the Financial Year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark or disclaimer on the financial statements of the Company. Their report is self-explanatory and hence does not call for any comment as required under Section 134 of the Companies Act, 2013.
16.3 Fraud Reporting
Statutory Auditors have not reported any incident of fraud to Audit Committee of the Company.
16.4 Report on Internal Financial Controls on Financial Reporting
In the opinion of Statutory Auditors, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial control systems over financial reporting were operating effectively as at 31st March, 2018. Reference may be made to âAnnexure - Bâ of Independent Auditors Report.
17. Secretarial Auditors and their report
M/s Vijay K. Singhal & Associates, Company Secretaries, were appointed as Secretarial Auditors to conduct secretarial audit for the Financial Year 2017-18. The secretarial audit report is annexed (Annexure-3) and forms part of this Boardsâ Report. Their report does not contain any qualification, reservation or adverse remark.
18. Adequacy of Internal Financial Controls
The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the IND AS and the Companies Act, 2013.
An extensive risk based programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company. M/s D Sengupta & Associates, Cost Accountants, Internal Auditors, in addition, looked after the Internal Financial Controls over Financial Reporting and reported to the Board that Internal Financial Controls are adequate and operating effectively.
19. Cost Audit
Since the Company is engaged into the business of distribution of auto spare parts i.e. trading business, maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act, 2013 and rules made thereunder, are not applicable.
20. Audit Committee
In accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Rules, 2015, your Company has a qualified and independent Audit Committee, details of composition of which are given in Corporate Governance Report. CA Mohindar Mohan Khanna, Independent Director, is a Chairman of the Audit Committee. All recommendations of the Audit Committee were accepted by the Board of Directors of the Company.
21. Vigil Mechanism
In accordance with Section 177 (10) of the CompaniesAct, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Rules, 2015, your Company has approved and adopted the Whistle Blower - cum - Vigil Mechanism Policy for the Directors and the Employees. Details of aforesaid policy are given in the Corporate Governance Report. Such policy has also been uploaded on the website of the Company i.e. www.jmaindia.com.
22. Related Party Transactions
All contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of the business and at armâs length basis. During the year under review, the Company had not entered into any contract/ arrangement / transactions with related parties which qualify as material in accordance with the policy of the Company on materiality of related party transactions.
All transactions with related parties were reviewed and approved by the Audit Committee and the Board and are in accordance with the policy on related party transactions formulated by the Company. Said policy is also uploaded on the Companyâs website vide link:http://imaindia.com/download/Policy%20on%20Materiality%20of%20Related%20Party Transaction(s).pdf
Omnibus approval of theAudit Committee and also, of the Board, has also been obtained for the transactions which are of repetitive nature / ongoing transactions.
There are no material significant related party transactions that may have potential conflict of interest with interest of the Company at large. The details of related party transactions as per IND AS - 24 are set out in the notes of accounts of the Standalone Financial Statements of the Company.
Form AOC-2, as required under Section 134 (3) (h) of the Companies Act, 2013, containing the details of related party transactions is annexed (Annexure-4).
23. Particulars of loans, guarantee or investments under Section 186 of the Companies Act, 2013 & rules made thereunder
The company has not given any loans or guarantees. Investments in other body corporates made during the year under review were within the ambit of Section 186 of the Companies Act, 2013 and rules made thereunder.
24. Nomination and Remuneration Policy
Your company has Nomination and Remuneration policy in place for selection, appointment and remuneration of the directors, key managerial personnel and senior management employees of the Company. The Companyâs remuneration policy is driven by the success and performance of the individual employee and growth of the Company. During the year under review there has been no change in the said policy of the Company as compared to preceding year.Remuneration Policy of the Company is uploaded on the Companyâs website vide link: http://jmaindia.com/download/Nomination-and-Remuneration-Policy.pdf.
25. MANAGEMENT DISCUSSIONANDANALYSIS REPORT
Management Discussion and Analysis Report is annexed (Annexure-5).
26. Corporate Governance Report and CEO & CFO Certification
A detailed Corporate Governance Report forms part of this Boardâs Report and is attached with this Annual Report.
27. Risk Management Framework
Pursuant to the requirement of the Companies Act, 2013 & rules made thereunder & (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a well-defined risk management policy. Your Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. It improves decision-making, defines opportunities and mitigates material events that may impact shareholder value.Your Company also takes adequate insurance to protect its assets.
28. Internal Control Systems
The Company has effective and adequate internal control systems covering all areas of operations. The Internal control system provides for well documented policies/guidelines, authorizations and approval procedures. The Internal control system provides a reasonable assurance with regard to maintaining of proper accounting controls, protecting assets from un-authorized use and compliance of statutes.
Such internal control system is also reviewed for its adequacy and effectiveness through internal audit carried out at various locations.
29. Internal Auditors and reporting
Your Company has appointed M/s D Sengupta & Associates, Cost Accountants, to conduct the internal audit for the Financial Year 2017-18. Internal audit ensures that the systems designed and implemented, provide reasonable assurances to the adequacy of the internal controls commensurate with the size and operations of the Company. The observations, arising out of audit, are periodically reviewed and compliances ensured.
Internal Auditors are directly reporting to the Audit Committee. The summary of the Internal Audit observations and the status on implementation of corrective actions are reported to the Audit Committee for their review.
30. Corporate Social Responsibility Initiatives
During the Financial Year ended 31st March, 2018, the Company has incurred CSR expenditure of Rs. 40.11 Lacs. CSR initiatives taken were under the thrust areas of health & hygiene, education, and mission for neat and clean Country. Annual Report on the CSR activities undertaken by the Company is annexed (Annexure - 6) to this report.
31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
The Companyâs policy on prevention of sexual harassment at work place is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, an Internal Complaint Committee has been set up to receive & redress the complaints regarding sexual harassment under the aforesaid Act. All employees (permanent, contractual, temporary, trainees) are covered under the policy.
There was no complaint received from any employee during the Financial Year 2017-18 and hence no complaint is outstanding as at the end of the year for redressal.
32. Prevention of Insider Trading
The Board of Directors have formulated âJMA Code to regulate, monitor and report trading by insiders and practices and procedures for fair disclosure of unpublished price sensitive informationâ in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 to prevent misuse of any unpublished price sensitive information and prohibit insider trading activity. The code of fair disclosure practices and procedures for unpublished price sensitive information is available at http://imaindia.com/download/Code%20of%20Practice%20and%20Procedure%20for%20Fair%20Disclosure% 20of%20UPSI.pdf
33. Human Resources
At the end of March 2018, the total employee strength was 535. The Companyâs focus is to drive each employee to be more focused and productive. Regular training programs at various levels are in operation. Incentives are given wherever required to motivate staff to meet Companyâs overall objectives.
34. Remuneration Disclosures
Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the CompaniesAct, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed (Annexure-7) to this Report.
35. Orders passed by regulators / courts / tribunals
No orders have been passed by the regulators, courts, tribunals etc., against the Company, which adversely impact the financial position, going concern status of the Company and its future operations.
Acknowledgment
The Directors wish to convey their thanks to various Central and State Government departments, Organizations and Agencies for the continued help and co-operation extended by them.
The Directors would also like to thank the Shareholders, Customers, Bankers, Suppliers, Manufactures and all other stakeholders for their continuous support given by them to the Company and their confidence in its management. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.
For and on behalf of the Board of
Jullundur MotorAgency (Delhi) Limited
Sd/-
Subhash Chander Vasudeva
Place: Gurugram (Gurgaon) Chairman
Date: 08th August, 2018 (DIN: 00055588)
Mar 31, 2016
To,
The Members,
The Directors are pleased to present their Sixty-seventh (67th) report on the business and operations of the Company for the Financial Year ended 31st March, 2016.
1. Financial Highlights
The table given below gives the financial highlights of the Company on Standalone and Consolidated basis for the Financial Year ended 31st March, 2016 as compared to the previous financial year.
Particulars |
(INR In Lacs) |
||
Standalone |
Consolidated |
||
2014-15 |
2015-16 |
2015-16 |
|
Revenue from Operations |
38151.79 |
38527.79 |
41512.04 |
Other Income |
507.06 |
368.04 |
384.46 |
Total Incom e |
38658.85 |
38895.83 |
41896.49 |
Total Expenses |
36535.58 |
37004.71 |
39889.35 |
Profit before Tax (PBT) |
2123.27 |
1891.12 |
2007.14 |
Less: Provision for Tax- Current |
681.00 |
640.00 |
679.18 |
- Deferred |
(13.06) |
(4.98) |
(5.43) |
- Tax pa i d for earlier years |
- |
8.56 |
10.95 |
Profit available for appropriation |
1455.33 |
1247.54 |
1322.45 |
- Interim dividend |
238.54 |
238.54 |
238.54 |
- Proposed dividend |
Nil |
Nil |
- |
- Dividend Tax |
47.69 |
48.56 |
74.56 |
- General reserve |
1100.00 |
1027.91 |
1027.91 |
Balance carried forward |
408.76 |
341.29 |
468.54 |
2. State of the company''s affairs
During the year under review, revenues grew by 1.00% approx to INR 38527.79 Lacs only in comparison to INR 38151.79 Lacs only. While profit before tax decreased by 10.93% approx to INR 1891.12 Lacs only in comparison to INR 2123.27 Lacs only due to adverse market conditions. Profit after tax also reduced by 14.28% approx to INR 1247.54 Lacs only in comparison to INR 1455.33 Lacs only. Earnings per share for the year stood at INR 20.92 only.
Consolidated turnover stood at INR 41512.04 Lacs only. Consolidated profit after tax stood at 1322.45 Lacs only.
2.1 Material changes and commitments affecting the financial position between end of the financial year and at the date of this report
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred during or at the end of the financial year to which the financial statements relate and the date of the report.
2.2 Change in nature of the Business
There has been no change in the nature of the business of the Company.
2.3 Capital Expenditure incurred during the year and its impact on the liquidity of the Company
During the year under review, the Company has spent INR 1,19,93,314/- only as capital expenditure towards purchase of building, which is being used as warehouse to store inventories. It may be utilized for the expended business operations of the Company. There has been no negative impact on liquidity of the Company.
3. Consolidated Accounts
Consolidated Financial Statements of your Company for the Financial Year 2015-16 are prepared in compliance with Section 129(3) of the Companies Act, 2013. As per rule 5 of Companies (Accounts) Rules, 2014, a statement in form AOC-1 containing the silent features of the financials statements of associates and joint ventures companies are attached herewith as âAnnexure - Aâ. Consolidated financial statements have been prepared on the basis of audited financial statements of your Company, its joint venture company and associate companies, as approved by the Board of Directors of respective companies.
4. Dividend
Your Directors had declared an Interim Dividend of INR 4/- (40 percent per equity share) per share in the meeting of Board of Directors of the Company held on 11th February, 2016. Keeping in view the performance for the financial year 2015-16, Interim Dividend is considered as Dividend and accordingly, no final dividend has been recommended by Board of Directors of the Company.
4.1 Transfer of Unclaimed Dividend to Investor Education & Protection Fund (IEPF)
As per Section 124 and 125 of the Companies Act, 2013, any amount in the unpaid dividend accounts of the Company, which has remained unclaimed and unpaid for a period of seven years from the date they become due for payment, needs to be transferred to ''Investor Education and Protection Fund'' (IEPF Fund) established by the Central Government.
In line with the above provisions, during the year, the Company has transferred following uncashed/ unclaimed dividend to IEPF:
Dividend A/c |
Amount(INR) |
Date of Transfer |
Unclaimed Dividend A/c 2007-08 (Final Dividend) |
3,63,717/- |
23rd November, 2015 |
Unclaimed Dividend A/c 2008-09 (Interim Dividend) |
3,99,768/- |
25th July, 2016 |
4.2 Uncashed / Unclaimed Dividend:
Dividend for the financial year ended 31st March, 2008 (Final Dividend) and 31st March, 2009 (Interim Dividend), which remains uncashed or unclaimed for more than seven years, had been transferred to the Investor Education and Protection Fund (âIEPFâ). Details of uncashed / unclaimed dividend starting from financial year 2009-10 onwards are as under:
Financial Year |
Type of Dividend |
Date of Payment |
Due Date for Transfer |
2009-10 |
Interim |
26.02.2010 |
28.03.2017 |
2010-11 |
Interim |
28.02.2011 |
31.03.2018 |
2011-12 |
Interim |
28.02.2012 |
02.04.2019 |
2012-13 |
Interim |
28.02.2013 |
01.04.2020 |
2013-14 |
Interim |
28.02.2014 |
01.04.2021 |
2014-15 |
Interim |
05.02.2015 |
26.02.2022 |
2015-16 |
Interim |
29.02.2016 |
18.03.2023 |
Shareholders who have not encashed the dividend(s) are requested to do so or approach to the Company before these are statutorily transferred into IEPF.
5. Transfer to Reserves
After payment of interim dividend, an amount of INR 10,27,91,336/- (INR Ten Crores Twenty Seven Lacs Ninety One Thousand Three Hundred Thirty Six only) generated out of profits of the Company has been transferred to General Reserve Account during this financial year. Moreover, an amount of INR 3,41,28,861/- is proposed to be carried forward in the Profit and Loss account.
6. Subsidiary, Joint Ventures, Associate Companies
As on March 31, 2016, Your Company has no subsidiary company. Its Joint ventures and Associate companies are:
a) JMA Rane Marketing Limited (CIN No.: U51909DL1991PLC042645) - Joint Venture ;
b) Jullundur Auto Sales Corporation Limited (CIN.: U34101DL1959PLC003066) - Associate; &
c) ACL Components Limited (CIN No.: U32204HR1985PLC049478) - Associate
All the associates & joint venture companies are involved in the business of distribution of auto spare parts in different regions of India.
7. Public Deposits
During the Financial Year ended 31st March, 2016, the Company has not accepted any deposit falling within the ambit of section 73 of the Act and the Companies (Acceptance of Deposit) Rules, 2014.
8. Conservation of energy, technology absorption and foreign exchange earnings and outgo Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are not applicable to the Company during the period under review. Details on Foreign Exchange earnings and outgo are as under:
(Amount in INR)
Foreign Exchange |
2015-16 |
2014-15 |
Inflow |
- |
- |
Outflow |
- |
11,23,200 |
9. Changes in Share Capital
Authorized Share Capital is INR 10,00,00,000/- (INR Ten Crores only) divided into 1,00,00,000 equity share of INR 10/- each. Paid-up share capital of the Company is INR 5,96,36,100/- (INR Five Crores Ninety Six Lacs Thirty Six thousand and One Hundred Only).
During the Year under review, there has been no change in Share Capital of the Company as compared to last financial year.
10. Extract of Annual Return.
Form MGT-9 providing an extract of the Annual Return as prescribed under Section 92 of the Companies Act, 2013 and read with Rule 12 (1) of Companies (Management and Administration) Rules, 2014, is annexed herewith as âAnnexure - Bâ of this Annual Report.
11. Directors and Key Managerial Personnel
11.1 Directors retire by rotation
In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Ms. Shuchi Arora (DIN: 00093201) and Mr. Sanjeev Kumar, (DIN: 00094725) Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.
11.2 Appointment and resignation of the directors
11.2.1 Resignation
During the year under review, Mr. Aditya Puri (DIN: 00052534) resigned from the directorship of the Company w.e.f 28th September, 2015. The Board places on record its deep appreciation for his invaluable support and guidance during his association with the Company.
11.2.2 Appointment
Ms. Tanupriya Puri (DIN: 07267116) has been appointed as an Additional Director on the Board of the Company w.e.f. 04th November, 2015. Whereas, Ms. Tanupriya Puri (DIN: 07267116) shall hold the office of Additional Director till the conclusion of 67th Annual General Meeting subject to the confirmation by the shareholders of the Company.
11.3 Confirmation of appointment / re-appointments
Your Directors recommend the reappointment of retiring directors and confirmation of appointment of Additional Director as Non-Executive Director, on the Board of the Company in view of the enabling provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. Detailed profiles of appointee directors are given in Notice of AGM and Corporate Governance Report.
11.4 Key Managerial Personnel
Mr. Virat Sondhi, Managing Director, Mr. Deepak Aora, Joint Managing Director, CA Narinder Pal Singh, Chief Financial Officer and CS Sachin Saluja, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
12. Declaration by Independent Director(s)
All Independent Directors have furnished declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
13. Board Meetings
13.1 Number of Board Meetings
Your Board met 05 (Five) times during the year under review. The details of the Board meetings and attendance of Directors are provided in the Corporate Governance Report.
13.2 Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 & rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
13.3. Separate meeting of Independent Directors
A separate meeting of Independent Director was held on 30th December, 2015 for the year 2015-16 to consider:
a) Performance of Non-independent directors and the Board as a whole;
b) Performance of the chairman of the Company, taking into account of the views of Executive Directors and Non-executive directors; and
c) 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.
14. Directors Responsibility Statement
In terms of Section 134(3) (c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
- that in the preparation of the annual financial statements for the year ended 31st March 2016, all the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
- 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 that period;
- 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;
- they had prepared the annual accounts on a going concern basis;
- they 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
- they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
15. Auditors
15.1 Statutory Auditors
The Company''s Auditors, M/s V. P. Vijh & Co., Chartered Accountants (FRN001248N), Jalandhar City, Punjab, who was appointed as Statutory Auditors of the Company for a period of three consecutive years in 65th Annual General Meeting, subject to the ratification at every Annual General Meeting of the Company. Therefore, it is proposed and recommended to ratify the appointment of M/s V. P. Vijh & Co., Chartered Accountants, as Statutory Auditors of the Company from the conclusion of the 67th Annual General Meeting till the conclusion of 68th Annual General Meeting (being the last year of transitional period of three years).
The Company has received a letter from M/s V. P. Vijh & Co., Chartered Accountants, to the effect that they are eligible to hold office as Auditors and have not incurred any disqualification under the Companies Act, 2013 and Chartered Accountants Act, 1949 and the rules and regulations made there under. Further the Auditors have confirmed that the proposed ratification is in accordance and within limits laid down by or under the provisions of the Companies Act, 2013.
15.1.1 Report of Auditors
The Auditor''s Report for the Financial Year ended March 31, 2016 does not contain any qualification, reservation or adverse remark or disclaimer on the financials/operations of the Company. The observations and comments given by Auditors in their report read together with notes to account are self-explanatory and hence do not call for any further comments under Section 134 of Companies Act, 2013 and rules made there under.
15.1.2 Fraud Reporting
Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.
15.2. Secretarial Auditors and their report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Vijay K Singhal & Associates, a firm of Company Secretaries in Practice (COP No.: 10385) as Secretarial Auditors to undertake the Secretarial Audit of the Company for financial year 2015-16. The report of the Secretarial Auditor is enclosed herewith as âAnnexure-Câ to this report in prescribed Form MR-3. The report is self-explanatory and do not call for any further comments.
16. Adequacy of Internal Financial Controls
Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Companies Act, 2013.
Board of Directors of the Company has appointed M/s M.K. Saraogi & Company, Chartered Accountants, to review the Internal Financial Controls over Financial Reporting. As per report given by Mr. Saraogi, Internal Financial controls are adequate and operating effectively.
In the opinion of Statutory Auditors, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016. Please refer to "Annexure - Bâ of Independent Auditors Report for detailed comments on Internal Financial Controls on Financial Reporting.
17. Audit Committee
Company has qualified and independent Audit Committee, details of composition of which are given under Corporate Governance Report attached with this report. CA Mohindar Mohan Khanna, Independent Director is Chairperson of the Audit Committee. There is no recommendation by the Audit Committee which has not been accepted by the Board.
18. Vigil Mechanism
Company has established a Vigil Mechanism for Directors and Employees in accordance with Sub-section (9) and (10) of Section 177 of the Companies Act, 2013. Details of Vigil Mechanism are given in the Corporate Governance Report. The Vigil Mechanism has been uploaded on the website of the Company.
19. Related Party Transactions
All the related party transactions entered, during the year under review, were on arm''s length basis and were in ordinary course of business. There are no materially significant related party transactions i.e. transactions exceeding 10% of the Annual Turnover as per last Audited Financial Statement, entered by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosures of related party transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in prescribed Form AOC-2 is not applicable. The Company has policy on materiality of related part transactions and also on dealing with related party transactions as approved by the Board of Directors of the Company and the said policy is also uploaded on the Company''s website at the web link:
http://imaindia.com/download/Policy%20on%20Materiality%20of%20Related%20PartyTransaction(s).pdf Omnibus approval of the Audit Committee and also, the Board has already been obtained for the transactions which are of repetitive nature.
20. Particulars of loans, guarantee or investments under section 186 of the Companies Act, 2013 & rules made there under
Neither Loan nor guarantee nor investments had been made during the year under review by the Company which falls under the preview of Section 186 of the Companies Act, 2013 and the rules made there under.
21. Remuneration Policy
Your company has Nomination and Remuneration policy in place for selection, appointment and remuneration for the Directors, Key managerial personnel and senior management employees of the Company. The Company''s remuneration policy is driven by the success and performance of the individual employee and the Company. During the year under review there has been no change in the said policy of the Company as compare to last year.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The statements contained in this section describing the Company''s objectives, projections, estimates, expectations may be considered to be ''forward looking statements'' which the management believes are true to the best of its knowledge at the time of preparation within the meaning of applicable laws, rules and regulations. Actual results may differ materially from those expressed or implied. The Company assumes no responsibility to amend, modify or revise any forward looking statements on the basis of any subsequent development, information or events.
22.1 INDUSTRIAL STRUCTURE AND DEVELOPMENT OVERVIEW
There are indications with regard to increase in activities of infrastructure sector due to government investments in roads across India. There are no activities in mines and also no fresh capital investment by automobiles ancillary industry.
22.2 FUTURE PLANS & OUTLOOK
We do not foresee any growth in the first half of current financial year. We anticipate improvement in the business in second half of due to normal monsoon and government policy for infrastructure development.
22.3 OPPORTUNITIES
Overall vehicle production has increased in almost all vehicle segments. Improvement in agricultural production is expected to increase in rural sector which may in turn increase in business of automobiles ancillary industry.
22.4 THREATS AND RISKS
Unutilized capacities are available with the automobiles ancillary industry which has resulted in surplus inventories in the replacement market are instrumental in unhealthy competition. Vehicle manufacturers are increasing their share of business in the market.
23. Corporate Governance Report and CEO & CFO Certification
A detailed Corporate Governance Report forms the part of this Directors Report and also attached with this Annual Report.
24. Risk Management Policy
Pursuant to the requirement of the Companies Act, 2013 & rules made there under &(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a well-defined risk management policy. Your Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. It improves decision-making, defines opportunities and mitigates material events that may impact shareholder value. Your Company also takes adequate insurance to protect its assets.
25. Internal Control Systems
The Company has effective and adequate internal control systems covering all areas of operations. The Internal control system provides for well documented policies/guidelines, authorizations and approval procedures. The Internal control system stipulates a reasonable assurance with regard to maintaining of proper accounting controls, protecting assets from unapproved use and compliance of statutes.
The Company has internal Audit to examine and evaluate the adequacy and effectiveness of Internal Control System. The Company, through its own internal audit department, carries out periodic audits at various branches.
25.1 Internal Auditors
In addition, the Company has appointed M/s D Sen Gupta & Associates, Cost Accountants, for carrying out the internal audit. Internal audit ensures that the systems designed and implemented, provides adequate internal control commensurate with the size and operations of the company. The observations, arising out of audit, are periodically reviewed and compliances ensured.
25.2 Reporting of Internal Auditors
Internal Auditors are directly reporting to the Audit Committee. The summary of the Internal Audit observations and the status on implementation of corrective actions are reported to the Audit Committee for their review.
26. Corporate Social Responsibility Initiatives
An amount of INR 41.74 Lacs has been contributed under CSR, which was within the statutory requirement of @2% of the average net profit for the last three financial years. CSR initiatives taken were under the thrust areas of health & hygiene, education, and mission for neat and clean Country. Annual Report on the CSR activities undertaken by the Company is enclosed herewith as "Annexure - Dâ to this report.
27. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to receive & redress complaints received. All employees (permanent, contractual, temporary, trainees) are covered under the policy.
27.1 Complaints under Anti-harassment policy
There was no complaint received from any employee during the financial year 2015-16 and hence no complaint is outstanding as at the end of the year for redressal.
28. Human Resources
At the end of March 2016, the total employee strength was 532. The Company''s focus is to drive each employee to be more productive. Regular training programs at various levels are in operation. Incentives are given wherever required to motivate staff to meet Company''s overall objectives.
29. Remuneration Disclosures
Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed herewith as âAnnexure-Eâ to this Report.
30. Orders passed by regulators / courts / tribunals
No orders have been passed by the regulators, courts, tribunals etc., against the Company, which adversely impact the financial position, going concern status of the Company and its future operations. Acknowledgement
The Directors wish to convey their thanks to various Central and State Government departments, Organizations and Agencies for the continued help and co-operation extended by them.
The Directors would also like to thank the Shareholders, Customers, Bankers, Suppliers, Manufactures'' and all other stakeholders for their continuous support given by them to the Company and their confidence in its management. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.
For and on behalf of the Board of
Jullundur Motor Agency (Delhi) Limited
Sd/-
CA Subhash Chander Vasudeva
Place : Gurugram (Gurgaon) Chairman
Date : 3rd August, 2016 (DIN: 00055588)
Mar 31, 2015
THE SHAREHOLDERS
The Directors are pleased to present their Sixty-sixth (66th) Report
on the business and operations of the Company for the Financial Year
ended 31st March, 2015.
Financial Highlights
The table given below gives the financial highlights of the Company on
Standalone basis for the Financial Year ended 31st March, 2015 as
compared to the previous Financial Year.
(INR In Lacs)
Particulars Standalone
2014-15 2013-14
Revenue from Operations 38151.79 37304.44
Other Income 507.06 247.26
Total Income 38658.85 37551.70
Total Expenses 36535.58 35504.36
Profit before Tax (PBT) 2123.27 2047.34
Less: Provision for Tax Current 681.00 660.00
- Deferred (13.06) 3.61
Profit available for appropriation 1455.33 1383.73
- _Interim dividend 238.54 238.54
- Proposed dividend Nil Nil
- Dividend Tax 47.69 40.54
- General reserve 1100.00 1100.00
Balance carried forward 408.76 357.21
Performance Review
During the year under review, revenues grew by 2.27% approx. to INR
38151.79 Lacs. Whereas, other income increased by 105.07% approx. to
INR 507.06 Lacs only. While Profit before tax increased by 3.71%
approx. to INR 2123.27 Lacs. Profit after tax also improved by 5.13%
approx. to INR 1455.33 Lacs. Earnings per Share for the year stood at
INR 24.40 only.
Dividend
Your Directors had declared Interim Dividend of INR 4/- (40 percent per
equity share) per share in the meeting of Board of Directors of the
Company held on 23rd January, 2015. Keeping in view the performance for
the year 2014-15, Interim Dividend is considered as Final Dividend.
Transfer of Unclaimed Dividend to Investor Education & Protection Fund
(IEPF)
As per Section 124 and 125 of the Companies Act, 2013, any amount in
the unpaid dividend accounts of the Company, which has remained
unclaimed and unpaid for a period of seven years from the date they
become due for payment, needs to be transferred to 'Investor Education
and Protection Fund' (IEPF Fund) established by the Central Government.
In line with the above provision, during the year, the Company has
transferred following unpaid dividend to IEPF:
Dividend A/c Amount(INR) Date of Transfer
Unpaid Dividend A/c 2006-07(Final) 330,936/- 28th October, 2014
Transfer to Reserves
After payment of interim dividend, an amount of INR 11,00,00,000/- (INR
Eleven Crores only) generated out of profits of the Company has been
transferred to General Reserve Account during this Financial Year.
Moreover, an amount of INR 4,08,76,438/- is proposed to be carried
forward in the Profit and Loss account.
Subsidiary, Joint Ventures, Associate Companies
Your Company has no subsidiary company. Its Joint ventures and
Associate Companies are:
a) JMA Rane Marketing Limited (CIN No.: U51909DL1991PLC042645);
b) Jullundur Auto Sales Corporation Limited (CIN.:
U34101DL1959PLC003066); &
c) ACL Components Limited (CIN No.: U32204HR1985PLC049478)
All the associates & joint venture are involved in the business of
distribution of spare parts in different regions of India. A statement
showing the salient features of the financial statement of the
associate and joint ventures companies are attached herewith as
Annexure - A forming part of this report.
Public Deposits
Pursuant to Section 74 of the Companies Act, 2013 and rules made
thereunder, the Company had made the repayment of entire deposits
amounting to INR 9,23,54,000/- standing as on 1st April, 2014.
Moreover, the Company had also not accepted any fresh public deposits
during the FY 2014-15. There were no overdue(s) on accounts of
principal or interest on public deposits.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
Companies (Disclosure of particulars in the report of Board of
Directors) Rules, 1988, are not applicable to the Company during the
period under review. Details on Foreign Exchange earning and outgo are
as under:
Changes in Share Capital
There has been no change in Share Capital of the Company as compared to
last Financial Year.
Extract of Annual Report
Form MGT-9 providing an extract of the Annual Return as prescribed
under Section 92 of the Companies Act, 2013 and the Rules made
thereunder, is annexed as Annexure - B of this Report.
Directors and Key Managerial Personnel
In accordance with Section 52 of the Companies Act, 2013 and Articles
of Association of the Company, Shri Aditya Puri (DIN: 00052534) and
Shri Ranjit Puri, (DIN: 00052459) Directors of the Company retire by
rotation at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment.
During the year under review, Shri Virat Sondhi (DIN: 00092902) had
resigned from the office of the permanent Chairmanship of the Company
on 28th May, 2014. However, Shri Sondhi continues to be Managing
Director of the Company. Subsequently, CA Subhash Chander Vasudeva
(DIN: 00055588), Independent Director, had been unanimously appointed
as Permanent Chairman of the Board in the meeting of Board of Directors
held on 28th day of May, 2014. However, Disclosure had already been in
Annual Report of Financial Year 2013-14 in this regard.
Smt. Dipika Chopra (DIN: 00640583) and Shri Satinder Lal Puri (DIN:
02311844) had resigned from the directorship of the Company w.e.f 27th
May, 2014 and 29th September, 2014 respectively. The Board places on
record its deep appreciation for their invaluable support and guidance
during their association with the Company.
Your Directors had appointed Shri Sanjay Saigal (DIN: 06883322) and CA
Mohindar Mohan Khanna (DIN: 00025428) as an Additional Directors in the
category of Independent Directors on the Board of the Company w.e.f.
28th May, 2014 and 29th September, 2014 respectively. However,
appointment of Shri Sanjay Saigal had been confirmed by the
shareholders of the Company in their annual general meeting held on
29th September, 2014 for a period of 5 year as an Independent Director
on the Board of the Company.
Whereas, CA Mohindar Mohan Khanna (DIN: 00025428) shall hold the office
of Additional Director (Independent Director) till the conclusion of
66th Annual General Meeting subject to confirmation by the shareholders
of the Company.
Existing term of Shri Virat Sondhi, Managing Director and Shri Deepak
Arora, Joint Managing Director of the Company had been expired w.e.f.
31st March, 2015. Accordingly, the Board of Directors of the Company in
their meeting held on Monday, 23rd March, 2015 has, subject to the
approval of shareholders in ensuing annual general meeting, reappointed
Shri Virat Sondhi as Managing Director and Shri Deepak Arora as Joint
Managing Director of the Company for a period of 5 years from the date
of expiration of their existing term. Since, Shri Virat Sondhi has
already attained the age of 77 years, his appointment will be subject
to approval of shareholders by way of passing Special Resolution.
Detailed profiles of appointee directors are given in Corporate
Governance Report section as attached to Directors Report of the
Company.
Your Directors recommend the reappointment of retiring directors,
confirmation of appointment of Additional Director as Director,
re-appointment of Managing Director and Joint Managing Director, who
are also being re - appointed in view of the enabling provisions of the
Companies Act, 2013 and the Rules made thereunder.
Declaration by Independent Director(s)
All Independent Directors have furnished declarations that they meet
the criteria of Independence as laid down under section 149(6) of the
Companies Act, 2013 read with rules made thereunder and Clause 49 of
the Listing Agreement.
Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 & rules made
thereunder and the Listing Agreement, the Board has carried out an
annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its
Committees.
Number of Board Meetings
Your Board met 06 (Six) times during the year under review. The details
of the Board meetings and attendance of Directors are provided in the
Corporate Governance Report.
Remuneration Policy
The Board on the recommendation of the Nomination & Remuneration
Committee has adopted the policy for selection, appointment and
remuneration for the Directors, Key managerial personnel and senior
management employees of the Company. Said policy is available on
website of the Company i.e. www.jmaindia.com
Directors Responsibility Statement
In terms of Section 134(3) (C) of the Companies Act, 2013, your
directors state that:
- in the preparation of the annual financial statements for the year
ended 31st March 2015, all the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
- they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the Financial Year and of the profit of the
Company for that period;
- they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
- they have prepared the annual accounts on a going concern basis;
- they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively; and
- they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Auditors
I. Statutory Auditors
The Company's Auditors, M/s V P Vijh & Co., Chartered Accountants
(FRN001248N), Jalandhar City, Punjab, who was appointed as Statutory
Auditors of the Company for a period of three consecutive years in 65th
Annual General Meeting, subject to the ratification at every Annual
General Meeting of the Company. They have confirmed their eligibility
under Section 141 of the Companies Act 2013 and the Rules framed
thereunder for ratification of their appointment as Statutory Auditor
of the Company for Financial Year 2015-16 vide certificate dated 12th
August, 2015. Therefore, it is proposed and recommended to ratify the
appointment of M/s V P Vijh & Co., Chartered Accountants, as Statutory
Auditors of the Company from the conclusion of the 66th Annual
General Meeting till the conclusion of 67th Annual General Meeting.
II. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 &
the Rules made thereunder, the Company had appointed M/s Vijay K
Singhal & Associates, a firm of Company Secretaries in Practice (COP
No.: 10385) to undertake the Secretarial Audit of the Company for
Financial Year 2015-16. Secretarial Audit Report is attached herewith
in Annexure-C.
III. Explanation or comments on qualifications, reservations or adverse
remarks or disclaimers made by the Statutory Auditors and the
Secretarial Auditors in their reports There were no qualifications,
reservations or adverse remarks made either by the Statutory Auditors
or the Secretarial Auditors in their reports.
Listing at Stock Exchange having Nationwide Trading Terminal
Your directors feel privilege to state that equity shares of your
Company are now listed and being traded on National Stock Exchange of
India Limited w.e.f. 16th March, 2015. Scrip Code allotted to the
Company is JMA.
Related Party Transactions
All the related party transactions were entered, during the year under
review, were on arm's length basis and were in ordinary course of
business. There are no materially significant related party
transactions i.e. transactions exceeding 10% of the Annual Turnover as
per last Audited Financial Statement, entered by the Company.
Accordingly, the disclosures of related party transactions as required
under Section 134 (3) (h) of the Companies Act, 2013 in prescribed Form
AOC-2 is not applicable.
The policy on related party transactions as approved by the Board is
uploaded on the Company's website at the web link:
http://jmaindia.com/download/Policy%20on%20Materiality%20of%20Related
%20PartyTransaction(s).pdf There are no materially significant related
party transactions entered by the Company with promoters, directors,
key managerial personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
Omnibus approval of the Audit Committee and also, the Board is obtained
for the transactions which are of repetitive nature.
Particulars of loans, guarantee or investments under section 186 of the
Companies Act, 2013 & rules made thereunder Neither Loan nor guarantee
nor investments had been made during the year under review by the
Company which falls under the preview of Section 186 of the Companies
Act, 2013 and the Rules made thereunder.
Acknowledgment
The Directors wish to convey their thanks to various Central and State
Government departments, Organizations and Agencies for the continued
help and co-operation extended by them.
The Directors would also like to thank the Shareholders, Customers,
Bankers, Suppliers, Manufacturers and all other stakeholders for their
continuous support given by them to the Company and their confidence in
its management. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted
commitment and continued contribution to the Company.
For and on behalf of
Jullundur Motor Agency (Delhi) Limited
CA Subhash Chander Vasudeva
Place : Gurgaon Chairman
Date: 12th August, 2015 (DIN: 00055588)
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 65*'''' Annual Report of the
Company along with the audited financial accounts for the year ended 31
st March 2014.
FINANCIAL HIGHLIGHTS
The comparative financial results of the Company for the financial year
under report and the previous year are as follows in accordance with
the provisions of clause (a) of sub-section (1) of Section 217 of the
Companies Act, 1956;
(Rs. in Lakhs)
Particulars 2013-14 2012-13
Sales 37304.43 34726.42
Other Income 248.79 291.04
Profit before taxation 2047.34 2090.29
Provision for taxation 663.61 636.07
Profit after tax 1383.73 1454.21
Add: Balance Brought forward 352.57 356.29
Profit available for appropriation 1736.30 1810.50
Proposed dividend NIL NIL
Interim Dividend 238.54 178.91
Dividend Tax and surcharge 40.54 29.02
Balance Transferred to General Reserves 1100.00 1250.00
Balance carried over to Balance Sheet 357.22 352.57
PERFORMANCE OF THE COMPANY
Looking the current scenario of the economy, your Company''s performance
is satisfactory in the financial year 2013-14. The turnover of the
Company has increased by 7.42% from Rs. 34726.42/- Lakhs in the last
financial year to Rs. 37304.44/- Lakhs in current financial year. The
profit (aftertax) of the Company has marginally decreased by 4.85 %from
Rs. 1454.21 Lakhs in the previous year to Rs. 1383.73 Lakhs in
currentfinancial year.
BONUSSHARES
During the year under review, your Board of Directors has declared
Bonus Shares in ratio of 1:1 on paid up share capital of the Company in
their meeting held on 2Â'' May, 2013. The Company has duly dispatched
share certificates to concerned shareholders who were entitled to
receive bonus shares. However, few bonus shares have been returned back
by the postal authority. Steps are being taken by the Company to
contact such shareholders.
DIVIDEND
Your Directors had declared Interim Dividend of Rs. 4/- (40 percent per
equity share) per share in the Board of Directors meeting held on
February 13, 2014. Keeping in view the performance for the year
2013-14, Interim Dividend is considered as Final Dividend.
RESERVES
After payment of interim dividend and allotment of equity shares, an
amount of Rs. 11,00,00,000/- (Rupees Eleven Crore only) generated out
of profits of the Company has been transferred to General Reserve
Account during this financial year.
SUBSIDIARIES AND ASSOCIATE COMPANIES
Your Company has no Subsidiary Company. Its Associate Companies are JMA
Rane Marketing Limited, Jullundur Auto Sales Corporation Limited & ACL
Components Limited.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The statements contained in this section describing the Company''s
objectives, projections, estimates, expectations may be considered to
be ''forward looking statements'' which the management believes are true
to the best of its knowledge at the time of preparation within the
meaning of applicable laws, rules and regulations. Actual results may
differ materially from those expressed or implied. The Company assumes
no responsibility to amend, modify or revise any forward looking
statements on the basis of any subsequent development, information or
events.
INDUSTRIAL DEVELOPMENT OVERVIEW
During/the year 2013-14, GDP estimated growth stands around 4.7%
against estimated growth of 6.0% in the beginning of the year.
Due to slowdown in economy especially there was general drop in road
transport Heavy Commercial Vehicle Segment. With the exception of
marginal increase in bi-wheelers there was also a drop in Passage
Vehicle Segment which was over 20%, Sales of spare parts in the
replacement market substantially dropped due to lack of activity in
mines and infrastructure sector.
FUTURE PLANS & OUTLOOK
In the financial year 2014-15, we expect investment in infrastructure
sector as announced in the union budget. The GDP growth is expected to
be 5.5% to 6.0%. We anticipate business to pick-up in the second half
of the current financial year 2014-15.
OPPORTUNITIES
Your Company expects relatively high growth in sales as compared to the
last financial year due to additional new products. There are positive
signs in the economy. Car and bi-wheelers segment has already achieved
double digit growth in the first quarter of current financial year.
THREATS AND RISKS
Surplus capacities are available with ancillary industry, which may
result in surplus supplies of spare parts in replacement market. There
is a possibility of unhealthy competition, which may result in marginal
drop in gross earnings.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has effective and adequate internal control systems
covering all areas of operations. The Internal control system provides
for well documented policies/guidelines, authorizations and approval
procedures. The Internal control system stipulates a reasonable
assurance with regard to maintaining of proper accounting controis,
protecting assets from unapproved use and compliance of statutes.
The Company, through its own internal audit department, carries out
periodic audits at various branches. The observations, arising out of
audit, are periodically reviewed and compliances ensured. The summary''
of the Internal Audit observations and the status on implementation of
corrective actions are reported to the Audit Committee of the Board of
Directors for their review.
HUMAN RESOURCES
At the end of March 2014, the total employee strength was 550. The
Company''s focus is to drive each employee to be more productive.
Regular training programmes at various levels are in operation.
Incentives are given wherever required to motivate staff to meet
Company''s overall objectives.
PUBLIC DEPOSITS
The public deposits accepted by your Company from public as at the
close of 3T" March 2014 were Rs. 923.54 Lakhs as against Rs. 849.04
Lakhs at the close of the previous year. Deposits maturing during the
year were repaid on the due dates. As required by the Companies Act,
2013, the remaining deposits to be repaid by 31 "March, 2015.
BUY BACK OF SHARES
The Company has not exercised the buy back option of its equity shares
during the year under review.
LISTING AT STOCK EXCHANGES
The shares of the Company are listed on the Delhi Stock Exchange
Limited. The annual listing fee for the financial
year2014-15hasalreadybeenpaidbytheCompany.
Management of your Company intends to get the equity shares listed on
Bombay Stock Exchange and accordingly,, proceedings for the same have
already been initiated. Your management firmly believes that equity
shares of the Company will get listed on Bombay Stock Exchange
after complying with all the requirements of Bombay Stock Exchange.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details regarding Conservation of Energy, Technology Absorption
pursuant to Section 217 (1) (e) of the Companies (Disclosure of
particulars in the report of Board of Directors) Rules, 1988, are not
applicable to the Company during the period under review.
PARTICULARS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956
The statement of particulars of employees providing information as per
section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rule 1975, forms a part of this report.
However, as per the , provisions of section 219(1) (b) (iv) of the
Companies Act, 1956, the Annual Report excluding this statement is
being sent to all members. Any member interested in obtaining a copy of
this statement may write to the Company Secretary at the Registered
Office of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, your
Board of Directors, hereby confirm having:
(a) followed in the preparation of the annual accounts, the applicable
Accounting Standards:
(b) selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for that
period;
(c) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities;
(d) prepared the annual accounts on a going concern basis.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Smt Shuchi Arora (DIN;
00093201) and Shri Sarvjit Sondhi, (DIN; 03208950) Directors of the
Company retire by rotation at the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment.
Smt Dipika Chopra has resigned from the company w.e.f 27'''''' day of
May, 2014. The Board places on record its deep appreciation for her
invaluable support and guidance during her association as a Director of
the Company.
Your Directors have appointed Shri Sanjay Saigal as an Independent
Director w.e.f. 28th May, 2014 as an Additional Director in the
capacity of Independent Director on the Board of the Company to hold
the office tiil the conclusion of 65th Annual General Meeting.
During the year, Shri Virat Sondhi resigned from the office of the
permanent Chairman ship of the Company on 28''" May, 2014. However, Mr.
Sondhi continues to be Managing Director of the Company.
Subsequently, Shri S. C. Vasudeva, Independent Director, has been
unanimously appointed as Permanent Chairman of the Board in the meeting
of Board of Directors held on 28''" day of May, 2014
Detailed profile of appointee directors is given hereunder Corporate
Governance Report attached to Directors Report of the Company.
Your Directors recommend the reappointment of retiring directors and
appointment of Additional and Independent Directors, who are also being
re - appointed in view of the provisions of the Companies Act, 2013.
DIRECTORS IDENTIFICATION NUMBER
Virat Sondhi: 00092902; Deepak Arora: 00093077; Ranjit Puri: 00052459;
Aditya Puri; 00052534; Subhash Chander Vasudeva: 00055588; Shuchi
Arora: 00093201; Sanjeev Kumar: 00094725; Sarvjit Sondhi: 03208950;
Avinash Chander Anand; 00103964; Alok Sondhi: 00583970; Dipika Chopra:
00640583; Satinder Lal Puri: 02311844; and Sanjay Saigal: 06883322.
STATUTORY AUDITORS
The Statutory Auditors M/s V P Vijh & Co., Chartered Accountants
(FRN001248N), Jalandhar City, retires at the conclusion of the ensuing
Annual General Meeting and being eligible offer themselves for
re-appointment for a transitional period of 3 (Three) consecutive years
from the conclusion of this Annual General Meeting subject to
ratification by members at every Annual General Meeting of the Company.
The Company has received a certificate from the auditors to the effect
that their re-appointment, if made, would be in accordance with
Sections 139 and 141 of the Companies Act, 2013.
The Board recommends their re-appointment.
AUDITORS''REPORT
The Auditors in the Annexure to their report have stated that there
were minor delays in depositing Employees State Insurance dues.
These delays occurred at few branches ranging between one to seven days
due to the laxity of the branch manager. Corrective action has since
been taken.
There was no other observation/adverse remark in their report which
requires further explanation.
AUDIT COMMITTEE RECOMMENDATION
During the year under review there was no such recommendation of the
Audit Committee which was not accepted by the Board. Hence, disclosure
of the same is not required in this Report.
RISK MANAGEMENT SYSTEM
Your Company acknowledges the Risk as a part of business operations
which can be mitigated and or controlled through proper Risk Management
System. Therefore, your Company follows a comprehensive system of Risk
Management and has adopted a procedure for risk assessment and its
minimization of the same. It ensures that all the Risks are timely
pointed out, defined and mitigated in accordance with the Risk
Management Process. The Audit Committee and Board reviews periodically
the Risk Management Process adopted by your Company.
HUMAN RESOURCE DEVELOPMENT
The Company has always valued its employees. The HR department is
geared towards ensuring recruitment, retention and development of the
best talent in the industry with focus to contribute, strive towards
excellence continuously.
The Company practices various interactive sessions on Team Building,
Motivation and on Stress Management to keep the employees motivated and
improve their work style. The Company has also conducted various
training programs across departments for enhancing the Sales and
Managerial skill of the employees.
INDUSTRIAL RELATIONS
The relation between the Company and its employees remained cordial
throughout the year. Not a single day was spent idle due to any strike
or bad relations with the employees.
CORPORATE GOVERNANCE
A detailed report on Corporate Governance as per Clause 49 of the
Listing Agreement alongwith the certificate of the Auditor''s of the
Company confirming compliance of the various practices of Corporate
Governance is set out in the Annexure forming part of this Report.
The Company has fully complied with all mandatory requirements
prescribed under Clause 49 of Listing Agreement with the Delhi Stock
Exchange Limited.
MATERIAL CHANGES AND COMMITMENTS FROM THE END OF FINANCIAL YEAR TO THE
DATE OF BALANCE SHEET
The Member of the Company vide their Meeting held on 10th April, 2013
has approved for increase of Authorised Capital from Rs. 5 Crores to
Rs. 10 Crores and for Bonus shares in the ratio of 1:1 to the members.
The Allotment Committee of the Board of Directors has allotted the
shares to the members of the Company as on record date 02nd May, 2013.
SECRETARIALAUDIT
In compliance with the directives issued by the Securities and Exchange
Board of India (SEBI), Secretarial Audit Report by a practicing Company
Secretary at specified periodicity and other reports are being
submitted to Stock Exchange.
ACKNOWLEDGEMENT
Your directors wish to place on record their deep appreciation to
employees at all levels of their hard work, dedication and commitment.
Directors take this opportunity to thank all customers, manufacturers.
Banks for their continued support.
For and on behalf of the Board
Jullundur Motor Agency (Delhi) Limited
Sd/-
Place : Gurgaon (S C Vasudeva)
Date: 13th August, 2014 Chairman
(DIN: 00055588)
Mar 31, 2013
Dear Members,
The Directors are pleased to present the 64th Annual Report of the
Company along with the audited financial accounts for the year ended 31
st March 2013.
FINANCIAL HIGHLIGHTS
The comparative financial position of the Company for the year under
report and the previous year is as follows in accordance with the
provisions of clause (a) of sub-section (1) of section 217 of the
Companies Act, 1956:
(Rs. in Lakhs)
Particulars 2012-13 2011-2012
Sales 34725.55 32,391.22
Other Income 291.04 228.59
Profit before taxation 2089.46 2146.31
Provision for taxation 636.07 666.79
Profit after tax 1453.39 1479.52
Add: Balance Brought forward 356.29 334.69
Profit available for
appropriation 1809.68 1814.22
Proposed dividend NIL NIL
Interim Dividend 178.90 178.90
Dividend Tax and surcharge 29.02 29.02
Balance Transferred to
General Reserves 1250.00 1250.00
Balance carried over to
Balance Sheet 351.76 356.29
PERFORMANCE OF THE COMPANY
Looking the current scenario of the economy, your Company''s performance
is satisfactory in the financial year 2012-13. The turnover of the
company has increased by 7% from Rs. 32,391/- Lakhs in the last
financial year to Rs. 34,725/- Lakhs in current financial year. The
profit (after tax) of the company has marginally decreased by 1.7 %
from Rs. 1479.52 Lakhs in the previous year to Rs. 1453.39 Lakhs in
current financial year.
DIVIDEND
Your Directors had declared Interim Dividend of Rs. 6/- per share in
the Board of Directors meeting held on February 12,2013. Keeping in
view the performance for the year 2012-13, Interim Dividend is
considered as Final Dividend.
RESERVES
Rs. 12.50 Crores has been transferred to General Reserve Account during
this financial year.
SUBSIDIARIES AND ASSOCIATE COMPANIES
Your Company has no Subsidiary Company. Its Associate Companies are JMA
Rane Marketing Limited,
Jullundur Auto Sales Corporation Limited & ACL Components Limited.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The statements contained in this section describing the Company''s
objectives, projections, estimates, expectations may be considered to
be ''forward looking statements'' which the management believes are true
to the best of its knowledge at the time of preparation within the
meaning of applicable laws, rules and regulations. Actual results may
differ materially from those expressed or implied. The Company assumes
no responsibility to publically amend, modify or revise any forward
looking statements on the basis of any subsequent development,
information or events.
INDUSTRIAL DEVELOPMENT OVERVIEW
During the year 2012-13, GDP estimated growth stands around 5 % against
estimated growth of 6.1% in the beginning of the year.Due to slowdown
in the industrial segment, increase of interest rates,there was overall
draw in production of vehicle industry with exception of Utility
Vehicles.
The Vehicle Industry segment wise growth vis-a-vis production is:
The table below highlights the segmental growth of the Indian
Automotive Industry:
Volume Growth in %
Industry Segments 2012-13 2011-12
Passenger Cars (-)7 2
Utility Vehicles 52 19
Utility Vehicles (Vans) 1 9
Light Commercial Vehicles 14 27
Medium and Heavy Commercial (-)23 11
Vehicles
Three Wheelers 5 10
Two Wheelers 3 16
Source: Society of Indian Automobile Manufacturers
Data for Farm Tractors were unavailable but the growth for the segment
was sluggish.
FUTURE PLANS & OUTLOOK
Economy is still very sluggish. We are of the view that business
sentiments are not going to improve especially in the first half of the
current financial year 2013-14.
Opportunities
Your Company expects relatively high growth in sales as compared to the
last financial year due to additional new products handled and better
results in new branches in the East Zone.
THREATS AND RISKS
Due to surplus availability of components in the replacement market
from the ancillary industry, we anticipate higher competition which may
result in marginal drop in gross earning.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has effective and adequate internal control systems
covering all areas of operations. The Internal control system provides
for well documented policies/guidelines, authorizations and approval
procedures. The Internal control system stipulates a reasonable
assurance with regard to maintaining of proper accounting controls,
protecting assets from unapproved use and compliances of statutes.
The Company, through its own internal audit department, carries out
periodic audits at all locations and functions. The observations,
arising out of audit, are periodically reviewed and compliances
ensured. The summary of the Internal Audit observations and the status
on implementation of corrective actions are reported to the Audit
Committee of the Board of Directors for their review.
HUMAN RESOURCES
At the end of March 2013, the total employee strength was 535.The
Company focus is to make each employee more productive. Regular
training programmes at various levels are in operation. Incentives are
given wherever required to motivate people to meet companies overall
objective.
PUBLIC DEPOSITS
The public deposits accepted by your Company from public as at the
close of 31st March 2013 were Rs. 849.04 Lakhs as against Rs. 829.73
Lakhs at the close of the previous year. Deposits maturing during the
year were repaid on the due dates.
BUY BACK OF SHARES
The Company has not exercised the buy back of its equity shares during
the year under review.
LISTING AT STOCK EXCHANGES
The shares of the Company are listed on the Delhi Stock Exchange
Limited. The annual listing fee for the financial year 2013-14 has been
paid.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details regarding Conservation of Energy, Technology Absorption
pursuant to Section 217 (1) (e) of the Companies (Disclosure of
particulars in the report of Board of Directors) Rules, 1988, are not
applicable to the Company during the period under review.
(Amount in RS.)
2012-13 2011-12
Foreign Exchange:
Exchange 0 0
Outgo 49,855 54,649
PARTICULARS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956
The statement of particulars of employees providing information as per
section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rule 1975, forms a part of this report.
However, as per the provisions of section 219(1) (b) (iv) of the
Companies Act, 1956, the Annual Report excluding this statement is
being sent to all members. Any member interested in obtaining a copy of
this statement may write to the Company Secretary at the Registered
Office of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, your
directors hereby confirm having:
(a) followed in the preparation of the annual accounts, the applicable
Accounting Standards have been followed;
(b) selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for that
period;
(c) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities;
(d) prepared the annual accounts on a going concern basis.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Ranjit Puri, Mr. Sanjeev
Kumar, and Mr. Satinder Lal Puri, Directors of the Company retire by
rotation at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment.
Your Directors recommend their appointment & re-appointment.
DIRECTORS IDENTIFICATION NUMBER
Virat Sondhi: 00092902; Deepak Arora: 00093077; Ranjit Puri: 00052459;
Aditya Puri: 00052534; Subhash Chander Vasudeva: 00055588; Shuchi
Arora: 00093201; Sanjeev Kumar: 00094725; Sarvjit Sondhi: 03208950;
Avinash Chander Anand: 00103964; Alok Sondhi: 00583970; Dipika Chopra:
00640583; Satinder Lal Puri: 02311844.
AUDITORS
M/s V P Vijh & Co., Chartered Accountants(FRN001248N), Jalandhar City,
retire and offer themselves for reappointment as the statutory auditor
of the Company pursuant to Section 224 of the Companies Act, 1956. The
declaration under Section 224(1 B) of the Companies Act, 1956 has been
received from them.
HUMAN RESOURCE DEVELOPMENT
The Company has always valued its employees. The HR department is
geared towards ensuring recruitment, retention and development of the
best talent in the industry with focus to contribute, strive towards
excellence continuously.
The Company practices various interactive sessions on Team Building,
Motivation and on Stress Management to keep the employees motivated and
improve their work style. The Company has also conducted various
training programs across departments for enhancing the Sales, Edit and
Managerial skill of the employees.
INDUSTRIAL RELATIONS
The relation between the Company and its employees remained cordial
throughout the year. Not a single day was spent idle due to any strike
or bad relations with the employees.
CORPORATE GOVERNANCE
A detailed report on Corporate Governance as per Clause 49 of the
Listing Agreement alongwith the certificate of the Auditor''s of the
Company confirming compliance of the various practices of Corporate
Governance is set out in the Annexure forming part of this Report.
The Company has fully complied with all mandatory requirements
prescribed under Clause 49 of Listing Agreement with the Delhi Stock
Exchange Limited.
AUDIT COMMITTEE RECOMMENDATION
During the year there was no such recommendation of the Audit Committee
which was not accepted by the Board. Hence there is no need for the
disclosure of the same in this Report.
AUDITORS REPORT
The observations made by the Auditors with reference to notes on
accounts for the year ended 31st March, 2013 are self-explanatory and
therefore, do not call for any further comments under Section 217(3) of
the Companies Act, 1956.
MATERIAL CHANGES AND COMMITMENTS FROM THE END OF FINANCIAL YEAR TO THE
DATE OF BALANCE SHEET
The Member of the Company vide their Meeting held on April 10, 2013 has
approved for increase of Authorised Capital from Rs. 5 Crores to Rs. 10
Crores and for Bonus shares in the ratio of 1:1 to the members. The
Allotment Committee of the Board of Directors has allotted the shares
to the members of the Company as on record date May 01,2013.
SECRETARIAL AUDIT
In compliance with the directives issued by the Securities and Exchange
Board of India (SEBI), Secretarial Audit Report by a practicing Company
Secretary at specified periodicity and other reports are being
submitted to Stock Exchange.
ACKNOWLEDGEMENT
Your directors wish to place on record their deep appreciation to
employees at all levels of their hard work, dedication and commitment.
Directors take this opportunity to thank all customers, manufacturers,
Banks for their continued support.
For and on behalf of the Board
Place: Gurgaon (Virat Sondhi)
Date : May 30, 2013 Chairman & Managing Director
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