43rd ANNUAL REPORT 2008-2009 - Jamna Auto Industries€¦ · Standard Chartered Bank REGISTERED...

43rd ANNUAL REPORT2008-2009

1

Corporate InformationBOARD OF DIRECTORS:Mr. Bhupinder Singh Jauhar - ChairmanMr. Randeep Singh Jauhar - CEO & Executive DirectorMr. Pradeep Singh Jauhar - COO & Executive DirectorMr. S. P. S. Kohli - President & Executive DirectorDr. Pierre Jean Everaert - Nominee-Clearwater Capital Partners (Cyprus) Ltd.Mr. Robert Dean Petty - Nominee-Clearwater Capital Partners India Pvt. LtdSeth Ashok Kumar - DirectorMr. Jainender Kumar Jain - Nominee-ICICI Bank LimitedMr. D. K. Jain - Nominee-IFCI LimitedMr. Uma Kant Singhal - DirectorMr. Chander Kailash Vohra - DirectorMr. Shashi Bansal - Director

AUDITORS:Goel Garg & Co. Chartered Accountants, New DelhiASG & Associates Chartered Accountants, New DelhiA. K. Kalia & Associates, Chartered Accountants, Chandigarh

BANKERS:State Bank of IndiaICICI Bank Ltd.Canara BankKotak Mahindra BankStandard Chartered Bank

REGISTERED OFFICE:Jai Springs Road, Industrial Area,Yamuna Nagar-135001 (Haryana)Phone: 01732-251810/11/14

WORKS:i) Jai Springs Road, Industrial Area,

Yamuna Nagar- 135 001 (Haryana)Phone: 01732-251810/11/14

ii) U: 27-29, Industrial Area, MalanpurDistt. Bhind – 477 116, (M.P.)Ph: 07539- 283396, 409117

iii) Plot no. 22-25, Sengundram Village,Maraimalainagar Industrial Complex,Singaperumal Koil Post,Distt. Kanchipuram- 603 204 (Tamil Nadu)Phone: 044- 27463800, 27464346/348,Fax: 044-27464352

iv) Plot no. 263, Karnidih, ChandilDistt. Sarai Kella-Kharswan, JharkhandPh.: 0657-2940671

CORPORATE OFFICE:2, Park Lane, Kishangarh, Vasant Kunj,New Delhi-110 070, IndiaPh: 011-32648668, 32648689Fax: 011-26893180, 26893192

SHARE TRANSFER AGENT:Skyline Financial Services Pvt. Ltd.246, 1st Floor, Sant Nagar,East of Kailash,New Delhi-110 065Ph: 011-26292682/83Fax: 011-26292681

INVESTOR CELL:Mr. Praveen LakheraCompany Secretary & Head [email protected]

Jamna Auto Industries Limited

2 43rd Annual Report 2008-09

ContentsFinancial Highlights 3

Directors’ Report 4

Report on Corporate Governance 11

Management Discussion and Analysis Report 18

Auditors’ Report 20

Balance Sheet 24

Profit & Loss Account 25

Schedule and Notes on Accounts 26

Cash Flow Statement 39

General Business Profile 40

Statement under Section 212 of the Companies Act, 1956 41

Jai Suspension Systems Limited

- Directors’ Report 42

- Auditors’ Report 44z

- Financial 47

Consolidated Auditors’ Report 60

Consolidated Financials 61

Notice 75

3

Financial Highlights(Rs. in lacs)

2009 2008 2007 2006 2005 2004 2003

OPERATIONAL RESULTS

Sales 51378.17 54119.34 32371.82 21043.20 20954.02 12258.05 6595.38

Other Income 795.58 340.82 227.31 53.50 107.91 29.59 48.95

52173.75 54460.16 32599.13 21096.70 21061.94 12287.64 6644.33

Total Expenditure 48919.31 48383.11 30095.83 19253.90 19327.99 11110.92 6396.11

Gross Profit (PBDIT) 3254.44 6077.05 2503.30 1842.80 1733.95 1176.72 248.22

Interest 3548.17 2694.14 1243.47 1160.16 1070.27 794.76 957.28

Profit/(Loss) before Depreciation (293.73) 3382.91 1259.83 682.64 663.68 381.96 (709.06)

Depreciation 940.57 827.80 378.89 386.76 376.21 372.26 368.65

Profit before Taxation/Previous year (1234.31) 2555.11 880.94 295.88 287.46 9.70 (1077.71)Expenses/Income

Exeptional Items - (gain/(loss) - 90.25 - - - - -

Deffered Revenue Expenditure 799.97 457.20 169.66 12.40 - - -

PBT (2034.28) 2007.66 711.28 283.48 287.46 9.70 (1077.71)

Tax 35.28 43.25 32.44 14.87 0.50 0.60 0.77

Deferred Tax Credit (430.07) 357.92 46.40 191.03 100.87 159.89 (326.33)

Profit/ (Loss) After Tax (1639.49) 1606.49 632.44 77.58 186.09 (150.79) (752.15)

Cash Profit (Loss) (1006.25) 3382.91 1259.83 682.64 663.68 381.96 (709.06)

FINANCIAL INDICATORS

Net Fixed Assets 15252.58 13261.07 6364.41 5416.14 5285.01 5267.78 5558.95

Investments 721.99 527.00 1208.48 1208.48 1208.48 1208.48 1208.48

Current Assets 15389.75 18940.94 8060.45 7650.68 7122.22 4765.64 3940.46

Equity Share Capital 4002.91 3737.22 1771.11 876.11 876.11 876.11 876.11

Reserves & Surplus 2712.78 3315.08 (260.60) 844.12 740.75 698.83 973.51

Net Worth 4365.74 5116.26 939.87 751.29 635.52 593.60 868.28

Long Term Funds 11894.07 11253.49 8431.30 6391.19 6723.05 6173.86 5893.91

Medium/ Short Term Funds 2296.16 3624.49 57.36 950.09 823.54 833.96 674.87

Working Capital From Banks 1927.92 2699.08 1496.92 1262.92 1844.73 1020.59 985.07

Current Liabilities & Provisions 12457.44 11192.61 4907.77 5166.09 4026.18 3158.07 2983.83

RATIO

EBDIT to Sales 6.33 11.23 7.73 8.76 8.28 9.60 3.76

PBT to Sales (3.96) 3.71 2.20 1.35 1.37 0.08 (16.34)

PAT to Sales (3.19) 2.97 1.95 0.37 0.89 (1.23) (11.40)

EBDIT / Avg capital employed (ROCE) 16.10 37.67 25.24 19.71 19.62 14.89 2.94

PAT/Net Worth (37.55) 31.40 67.29 10.33 29.28 (25.40) (86.63)

Cash Earning Per Shares (0.84) 11.77 9.75 7.80 7.58 4.36 (8.10)

EPS (Rs.) (4.69) 5.59 4.90 0.89 2.13 (1.72) (8.59)

Dividend Per Share (Rs.) Nil Nil Nil Nil Nil Nil Nil

Net Worth Per Share (Rs.) 12.48 22.50 7. 27 8.58 7.26 6.78 9.92



DIRECTORS’ REPORT

Dear Members,

The Directors are pleased to present the 43 Annual Report together with the audited accounts and performance for the yearended 31 March 2009:

Financial Results: (Rs. in crore)

Particulars Year ended Year ended31.03.2009 31.03.2008

Gross Sales 513.78 541.19

PBIDT 32.54 60.77

Finance cost 35.48 26.94

PBDT /Cash Profit (2.94) 33.83

Depreciation & others 17.40 13.75

PBT (20.34) 20.08

Provision for current tax 0.35 0.43

Provision for deferred tax (4.30) 3.58

PAT (16.39) 16.06

Previous year adjustment 7.06 (0.50)

Balance brought forward (33.10) (48.70)

Profit available for appropriation (23.46) 15.60

Balance carried to Balance Sheet (56.56) (33.10)

Industry Scenario & Performance:

The year 2008-09 was, in many ways, a landmark year not only for the company but globally. The year had begun on a veryoptimistic note for the company with first Quarter (April-June 2008) turnover of Rs. 184.92 crore and all economic indicatorsindicating robust GDP growth of 9-10% for 2008-09. The Indian economy, stock market and practically all business forecastpainted a very bright business environment. The first quarter performance was all time high and had raised high expectationof record turnover and profit. Seeing the April 2008 production and sales trend, the company had geared itself to achieverecord turnover of Rs. 780 crore for 2008-2009 and was expecting good jump in profit. Work was also going on in full swing inthe Jamshedpur Plant to expand capacity. However, these expectations were rudely shaken due to sudden collapse of a few USbanking giants and massive losses suffered by major international banks in USA and Europe and India did not remain immunefrom the global financial crisis and signs of slowdown became strong from September 2008 onwards.

These events were so sudden that no one was prepared for such rapid decline in economic cycle world over. The signs ofslowdown were also visible for our business from the second Quarter (July-Sept 2008 ) as sales came down to Rs. 158.51 crore.The situation became worse in the third Quarter (October – December 2008) as company’s sales sharply came down to Rs. 78.42crore. February and March demand gave glimpse of hope and revival and the fourth Quarter sales rose to Rs. 110.48 crore.Cumulative sales for the year 2008-09 was Rs. 513.78 crore and net loss was Rs. 16.39 crore.

Production of Commercial vehicles (CVs) and Multi utility vehicles (MUVs) declined by 35% in 2008-2009 at 637000 vehicles. Thefollowing chart shows the production trend of CVs and MUVs in 2007-2008 and 2008-2009.

5

The sudden and unprecedented decline in production and sales from mid September 2008 onwards till January 2009 hasadversely impacted the company’s financial performance.

The management had taken a number of steps to combat the slowdown which included - improve productivity of man,machine and available resources, cut wastage and cost reduction, detect and plug all revenue leakages. All the capital expenditureswere kept on hold. The company decided to increase its share in the domestic and export replacement markets. We are happyto inform that we have increased our share in the domestic replacement market.

Sales composition during the year 2008-2009

The month of February 2009 brought some cheers as there were signs of pick up in demand and gave hope of revival in theeconomy and the company’s fortunes. The company ended the year with gross sales of Rs. 513.78 crore as against Rs. 541.19crore in 2007-08. Net loss for 2008-09 is Rs. 16.39 crore as against net profit of Rs. 16.06 crore in 2007-08. Production trend for thecurrent year are now available and all indicators suggest increase in demand.

Major Development:

The company has decided to supply air suspension and has signed a technical assistance agreement with the US-basedRidewell Corporation for manufacture of air suspension and components. Ridewell Corporation is an established designerand manufacturer of air, rubber and mechanical suspension systems for buses, trucks and trailers. Ridewell Corporation hasextensive know-how concerning the design and manufacture of such suspension system. There is a growing demand for airsuspension systems in India particularly in bus segment. The company has submitted air suspension drawings to Tata MotorsLimited for approval. The company is also in discussion with Ashok Leyland Limited for supply of air suspension.

Expansion Plan:

The company had planned to put up a green-field project at Jamshedpur with a capacity of 60,000 MTPA, primarily to serve therequirements of Tata Motors Ltd’s plant there. However, due to the sudden slowdown and sharp decline in spring demandbecause of lower production of CVs, the expansion work at the Jamshedpur project was put on hold. The company remainshopeful and optimistic to ensure completion of the project when demand improves.

The production at the Pantnagar (Uttarakhand) plant of the company’s wholly owned subsidiary i.e. Jai Suspension SystemLimited has started. It primarily caters to the requirements of TATA Motors Limited (for its ACE, a mini truck model). Thecompany’s major portion of domestic replacement market sales are also being channelised through the subsidiary company.

R & D:

An in house R&D centre has been set up at the Malanpur ( M.P.) Plant of the company. The R & D centre has been recognized byDepartment of Scientific and Industrial Research, Ministry of Science and Technology, Government of India. This is a proof ofthe company’s constant endeavour to upgrade technology and innovation in improving the designs of both tapered leafsprings and parabolic springs and gives it edge over its competitors.

Dividend:

In view of the current economic conditions and pending expansion programme, your directors are not recommendingdividend payment for 2008-09.

Human Resource:

The sudden and rapid slowdown in the year 2008-2009 required swift action and in such situations it was extremely importantto keep the levels of morale and motivation high in the company. Management was continuously engaged in communicatingand discussing the cost reduction measure with the employees to explain them the rationale behind the move and impressupon them to maintain motivation level high. The Management was also quick to restore the benefits as the situation is nowgetting better. The Management appreciates the whole hearted support from the employees all across the company who roseto the occasion and remained committed to the company during this brief difficult period.

O E M 's91%

Replace Market

9%



The particulars of options issued as required by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999 are appended as ‘Annexure-A ‘ and form part of this Report.

Internal Control System:

M/s N. Kochar & Co. Chartered Accountants, had conveyed their inability to continue as internal auditors of the company. TheAudit Committee of the Board had approved the appointment of M/s K. Khanna & Co., Chartered Accountants, as internalauditors in place of M/s N. Kochar & Co. The internal auditors independently evaluate the adequacy of internal controls andconcurrently audit the majority of transactions in value terms. Report of internal auditors is placed before the Audit Committee.The functions of internal audit department are both to audit and check compliances. To ensure independence, the internalaudit department directly reports to CEO.

SAP Implementation:

During the period under review SAP, module has gone live at Malanpur. System stability is being tested. Once the Malanpur SAPinitiative stabilizes, it will be rolled out in the other plants and integrate all operations under SAP.

Fixed Deposit:

During the period under review, your company has not accepted any public deposits.

Energy, Technology Absorption & Foreign Exchange:

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosures ofparticulars in the Report of the Board of Directors) Rules, 1988 are set out in Annexure ‘A’ and form an integral part of this report.

Particulars of Employees:

Mr. R. S. Jauhar, Mr. P. S. Jauhar, Mr. S. P. S. Kohli and Mr. Kevin Charlesworth fall under the purview of Section 217 (2A) of theCompanies Act, 1956. However, as per the provisions of Section 219 (b) (iv) of the Companies Act, 1956, the Report and theAccounts are being sent to all members of the company excluding the information required under Section 217 (2A) of theCompanies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended. Any member interested inobtaining such information may write to the Company Secretary at the Registered Office. The said information is also availablefor inspection at the Corporate Office during working hours up to the date of Annual General Meeting.

Directors:

Mr. Shashi Bansal was inducted as an independent director in the Board of Directors of the company. He is a Bachelor ofEngineering and has over 40 years of experience at various positions. In accordance with the applicable provisions,Mr. R. S. Jauhar and Seth Ashok Kumar retire by rotation at the ensuing Annual General Meeting and being eligible, offerthemselves for re-appointment. A brief of their profile is also provided in the notice convening Annual General Meeting.

Auditors:

Joint Statutory Auditors, M/s Goel Garg & Co., Chartered Accountants, New Delhi, M/s A K Kalia & Associates, Chartered Accountants,Chandigarh and M/s ASG & Associates, Chartered Accountants, New Delhi retire at the conclusion of the forthcoming AnnualGeneral Meeting and have confirmed their eligibility and willingness to accept the office, if, re-appointed. The report of theAuditors read with the notes on accounts being self-explanatory, needs no further clarification.

Consolidated Financial Statements:

Consolidated Financial Statements of the company and its wholly owned subsidiary i.e. Jai Suspension Systems Limited for thefinancial year 2008-09 have been included in the Annual Report in compliance with the Accounting Standard 21.

Report on Corporate Governance:

Pursuant to clause 49 of the Listing Agreement, a report on the Corporate Governance is given in Annexure ‘B’ and forms partof this report.

Director’s Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors’ ResponsibilitiesStatement, directors confirm that:

(a) The Annual Accounts for the financial year ended 31 March, 2009 are in conformity with the requirements of theAccounting Standards issued by the Institute of Chartered Accountants of India and no material departure from thesame have been made;

7

(b) Such Accounting Policies have been selected and consistently applied and judgments and estimates made that werereasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financialyear 31 March, 2009 and of the profit or loss of the company for that period;

(c) Proper and sufficient care was taken for maintenance of adequate accounting records maintained in accordance withthe provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing & detectingany form of fraud and other irregularities;

(d) The Annual Accounts for the financial year ended 31 March, 2009 have been prepared on a going concern basis.

Appreciation:

Our shareholders, partners, employees and customers remain the centre of our focus. Our endeavour is to continue our effortsin value maximization, encouraging transparency and effective communications with all stakeholders.

We also place on record our appreciation for the contributions made by employees at all levels, bankers and financialinstitutions.

For and on behalf of the Board

New Delhi (B. S. Jauhar)September 4, 2009 Chairman



ANNEXURE “A” TO THE DIRECTORS’ REPORT

Disclosure of Particulars with respect to conservation of energy, technology absorption and foreign exchange outgo andearning as required under the Companies {Disclosure of Particulars in the Report of Board of Director(s)} Rules, 1988.

A. CONSERVATION OF ENERGY

a) Energy conservation measure taken:

(i) Your company is optimizing the production processes to reduce energy cost.

(ii) Furnaces are being reinsulated to avoid heat losses.

(iii) ETP treated water is being utilized for tree plantation and gardening to conserve the natural resources.

(iv) Fume extraction system are under installation which will prevent very fine quenching oil drops beingreleased in the air.

b) Additional investment and proposal, if any, being implemented for reduction of energy:

Your company is engaged in energy conservation on continuous basis.

c) Impact of the measures at (a) & (b) above for reduction of energy consumption and consequent impact on the costof production.

(i) Effective & lower energy consumption, less maintenance etc. It is however, difficult to determine their impacton the cost of production.

(ii) The power situation in the Plants has improved. This has resulted in improvement in power consumption.

(iii) The company is working on the optimum load factor and getting maximum benefit of reduced tariff.

d) Total energy consumption & energy consumption per unit of production as per Form A of the Annexure-B inrespect of industries specified in the schedule thereto: Not Applicable.

B. RESEARCH & DEVELOPMENT

a) Specific Areas in which the Company carries out R&D

(i) Study on different kind of Quenching Oils.

(ii) Generation of Tensile Strength data with different kind of steels.

(iii) Improved the existing production processes to enhance the life of the product.

b) Benefits derived as a result of R&D.

(i) Enhanced product life.

(ii) Rationalisation of steel for better life and cost.

(iii) The new processes have led to better fatigue life of the product.

c) Future Plan of Action.

(i) To establish new process for High Stress Springs.

(ii) To establish SN curve for different processes.

d) Expenditure on R&D: (Rs. in crore)

(i) Capital/Deferred Revenue: 12.04 (8.68)

(ii) Recurring : 0.13 (0.25)

(iii) Total : 12.17 (8.93)

(iv) Total R&D expenditure as percentage of Total Turnover: 2.36% (1.65 %)

* Expenditure related to capital items are debited to fixed assets and depreciated at applicable rates and revenueexpenditure charged to the Profit & Loss Account.

9

C. TECHNOLOGY ABSORBTION & CONTINUOUS IMPROVEMENT

a) Technology Absorption, adaptation and innovation

(i) Technology imported from NHK Spring Co., Japan for manufacturing of Tapered Leaf Springs has been fullyabsorbed.

(ii) Technical help from NHK Spring Co., Japan has yielded better improvement in the quality and productivity forthe new product range developed for overseas customers.

(iii) Your company is also engaged in various other initiatives related to improvements in the process.

b) Benefits derived as a result of the above efforts.

R&D center will help in reducing development time and improve our product with new Technological advancements.

c) Technology imported (For the manufacture of Leaf Springs)

i) Year of import: (1985-90)

ii) Has technology been fully absorbed: As reported above, the technology has been fully absorbed.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of foreign exchange earning and outgo follow as under:- (Rs. in crore)

Particulars Year ended 31.03.2009 Year ended 31.03.2008

Foreign exchange used 103.56 81.31

Foreign exchange earned 2.56 1.30

Disclosure regarding Employees Stock Option Plan pursuant to the SEBI (Employees Stock Option Scheme and EmployeesStock Purchase Scheme) Guidelines, 1999 and forming part of the Directors’ Report for the year ended 31st March, 2009.

Particulars For the year ended Cumulative options31.03.2009 upto 31.03.2009

1. Number of Options granted Nil 314000

2. Pricing formula N.A. Market price at the time of grant of optionRs. 30.62 for 257000 options

Rs. 44.20 for 57000 options

3. Options vested 44850 76575

4. Options exercised Nil Nil

5. Total number of shares arising as a Nil Nilresult of exercise of option

6. Options lapsed/cancelled 57500 85500

7. Variation in terms of options Nil Nil

8. Money realized by exercise of options Nil Nil

9. Total number of options in force 228500 228500

10. Employee-wise details of options granted during the year to

(i) Senior managerial personnel Nil 314000

(ii) Other employee who receives a grant Nil Nilin any one year of option amountingto 5% or more of option grantedduring that year



(iii) Employees who received the options Nil Nilduring the year equal to or exceeding1% of the issued capital of the Companyat the time of grant

11. Diluted earning per share (EPS) (4.69) (4.69)pursuant to issuance of options underESOP calculated in accordance withInternational Accounting Standard(IAS) 33

12. The company has been using intrinsic value method of accounting ESOP expenses as prescribed by SEBI (EmployeesStock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999, to account for stock options issuedunder the company’s stock option schemes. Under this method, compensation expenses are recorded on the basisof excess of the market price of share at the date of grant of option over exercise price of the option.

13. Weighted average exercise price (per option)

Weighted average fair value of per option: 7.66(per black scholes model)

14. The fair value of each option isestimated using the Black Scholesmodel after applying the followingweighted average assumptions:

— Risk free interest rate

— Expected life 2 Years

— Expected volatility (%) 55.67%

— Expected Dividend (%) Nil

— Price of underlying shares in the Rs. 30.62 for 257000 optionsmarket at the time of option grant Rs. 44.20 for 57000 options

Interest rate applicable for maturity equal to the expected life of theoptions based on the zero-coupon yield for Government Security.

11

ANNEXURE ‘B’CORPORATE GOVERNANCE REPORT

THE COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:

The company places great emphasis on transparency, timely disclosure, professionalism, accountability, adoption of policiesand procedure in conformity with the best corporate governance practices. The company puts great emphasis on internalcontrols, strong systems, risk management, safety standards at plants and protection of environment and integrity of accountingpractices.

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD:

Composition of the Board

Name, Designation & Category No. of Attendance No. of No. ofmeetings at last AGM Directorship Membershipattended in other of other

companies committees

Mr. Bhupinder Singh Jauhar, Chairman - YES 1 -Promoter & Non Executive

Mr. Randeep Singh Jauhar, CEO & Executive Director 6 YES 3 1Promoter & Executive

Mr. Pradeep Singh Jauhar, COO & Executive Director 3 NO - -Promoter & Executive

Mr. Robert Dean Petty , Nominee – Clearwater 2 NO 2 2Capital Partners India Pvt. Ltd. – LenderNon Executive & Non Independent

Dr. Pierre Jean Everaert, Nominee – Clearwater 1 NO - -Capital Partners (Cyprus) Ltd. - Equity investorNon Executive & Non Independent

Mr. V. S. V. Rao, Nominee – IFCI Ltd.-Lender 4 NO - -Non Executive & Independent

Seth Ashok Kumar, Director 2 NO 6 3Non Executive & Independent

Mr. Daksh Kumar Sharma , Director 4 YES N.A. N.A.Non Executive & Non Independent(Resigned w.e.f. 23.10.2008)

Mr. J. K. Jain, Nominee - ICICI Bank Ltd-Lender 3 NO 1 1Non Executive & Independent

Mr. Chander Kailash Vohra, Director 1 YES - -Non Executive & Independent

Mr. Uma Kant Singhal , Director 6 NO 1 -Non Executive & Independent

Mr. S. P. S. Kohli President & Executive Director 1 NO 2 -Executive & Non Independent(appointed w.e.f. 23.10.2008)

Mr. Shashi Bansal 1 NO - -Non Executive & Independent(appointed w.e.f. 30.07.2008)

During the financial year ended 31 March 2009, total 6 meetings of the Board of Directors were held on 29.04.2008, 03.06.2008,30.07.2008, 23.10.2008, 22.12.2008 and 29.01.2009.



Audit Committee

Composition

Name & Designation No. of Meetings Attended

Mr. C. K. Vohra, Chairman 1

Mr. J. K. Jain, member 2

Mr. U. K. Singhal, member 4

Mr. V. S. V. Rao, member 3

Mr. Robert Dean Petty, member 1

Mr. C. K. Vohra is a retired Indian Revenue Services official and has rich experience in the field of finance. The role and powersenumerated in Clause 49 (II) of the Listing Agreement are included in the scope of the Audit Committee.

During the financial year ended 31 March 2009, total 4 meetings of the Audit Committee were held on 29.04.2008, 30.07.2008,23.10.2008 and 29.01.2009.

Remuneration Committee

Composition

Name No. of Meetings Attended

Mr. C. K. Vohra, Chairman -

Mr. J. K. Jain, member 1

Mr. V. S. V. Rao, member 1

Mr. U. K. Singhal, member 1

Mr. Robert Dean Petty, member 1

The brief scope of the Remuneration Committee is to make recommendation to the Board about the remuneration of theexecutive directors and Chairman of the Board and other senior executives as designated by the Board. During the financialyear ended 31 March 2009, 1 meeting of the remuneration committee was held on 23.10.2008.

During the financial year ended 31 March 2009 the company has paid following remuneration to executive directors. Non-Executive Directors did not draw / take any remuneration/ sitting fees from the company.

(Rs. in crore)

Particulars Year ended 31.03.2009 Year ended31.03.2008

Mr. R. S. Jauhar CEO & Executive Director 0.84 0.33

Mr. P. S. Jauhar COO & Executive Director 0.84 0.59

Mr. S.P.S. Kohli President & Executive Director 0.11 —

Shareholders’ Grievance & Transfer Committee

Composition

1. Mr. U. K. Singhal, Chairman

2. Mr. R. S. Jauhar, member

3. Mr. S. P. S. Kohli, member

Mr. U. K. Singhal is the Chairman of the committee. He is a non executive and independent director. Total 29 complaints werereceived and redressed by the Registrar and Share Transfer Agent and/ or the Compliance Officer, Mr. Praveen Lakhera duringthe financial year ended 31 March 2009. Your company confirms that there are no share transfers pending as on 31 March 2009for more than 30 days from the date of lodgment thereof.

Compensation Committee (ESOPs)

Composition



3. Mr. J. K. Jain, member

4. Mr. Robert Dean Petty, member

13

The committee was constituted under SEBI ESOP guidelines, 1999 to formulate, inter alia, detailed terms & conditions forgranting employees stock options to the employees of the company under ESOP scheme approved by the Board. During thefinancial year ended 31 March 2009 no meeting of the committee was held.

Borrowing, Investment & Administrative Committee

Composition



3. Mr. S. P. S. Kohli, member

4. Mr. Robert Dean Petty, member

The Committee is mandated to take miscellaneous matters which includes borrowing, investment etc. During the financial yearended 31 March 2009, total 5 meetings of the committee were held.

GENERAL BODY MEETINGS:

Details of last three Annual General Meetings of the company:

YEAR Date of AGM Time & Venue Special Resolution, if any, passed at AGM

2008 30.09.2008 11:30 a.m.at Registered Office —

2007 29.09.2007 9.00 a.m. at Registered Office —

2006 30.09.2006 10:00 a.m. at Registered Office 1. Appointment of Mrs. Kiran Chadha and increase inher remuneration under Section 314 of theCompanies Act, 1956.

2. Alteration in Article of Association to reflectprovisions of loan agreement with ClearwaterCapital Partners India Pvt. Ltd.

No special resolution was passed through postal ballot during the financial year ended 31 March, 2009. Further, no specialresolution was proposed to be conducted through postal ballot.

DISCLOSURES:

Except for the transactions / contracts reported under Note no. 17 of Schedule 18 of the Balance Sheet no other transaction ofmaterial nature has been entered into with subsidiary/ promoters/ directors/ their directors/ companies etc., that may havepotential conflict with the interest of the company at large.

There have been no instances of non-compliance, penalties or stricture imposed upon your company relating to capitalmarket.

MEANS OF COMMUNICATIONS:

Financial Results

Financial results of the company are sent to the Stock Exchanges and published in the newspapers as per the requirement ofListing Agreement. The financial results are published generally in Business Standard or Financial Express for English languageand Veer Arjun or Jansatta for vernacular language.

The company’s website is periodically updated with information relating to shareholding pattern, financial results, corporateannouncement, press releases and other media/ analysts presentation.

A separate section on Management Discussion and Analysis for the year ended 31 March, 2009 also forms part of this AnnualReport.

GENERAL SHAREHOLDER INFORMATION:

Date, time and venue of the 43 Annual General Meeting:

Wednesday, 30 September 2009 at 11:00 a.m. at the Registered Office at Jai Springs Road, Industrial Area, Yamunanagar–135 001,Haryana.



Financial Calendar

Financial Year: 1st April to 31st March

a) Un-Audited Financial Results for Quarter ended June, 2009: July, 2009

b) Un-Audited Financial Results for Quarter ended September, 2009: October, 2009

c) Un-Audited Financial Results for Quarter ended December, 2009 : January, 2010

d) Un-Audited Financial Results for Quarter ended March, 2010 : April, 2010

e) Audited Results for the year ended 31 March 2010: September 2010

Book Closure Dates

Wednesday, 23.09.2009 to Friday, 25.09.2009 (both days inclusive).

Dividend Payment Date: Not applicable.

Listing on Stock Exchanges

• Bombay Stock Exchange Ltd.,

• Delhi Stock Exchange Association Ltd.,

• Ludhiana Stock Exchange Assn. Ltd.

The company has sought de-listing of its equity shares form the Stock Exchanges at Delhi, Ludhiana, Bangalore, Jaipur, Calcuttaand Ahemdabad under clause 5.2 of SEBI (Delisting of Securities) Guidelines, 2003, pursuant to the approval of membersgranted at the EGM held on 28.11.2008. Bangalore, Jaipur, Calcutta and Ahemdabad Stock Exchanges have approved de-listingof shares of the company.

Website

www.jaispring.in

ISIN No. (Equity Shares) : INE039C01016

Stock Code : 520051 (BSE)

Market Price Data : At BSE

Month Low (Rs.) High (Rs.) Close (Rs.)

April 2008 60.05 73.50 66.20

May 2008 60.10 79.90 61.30

June 2008 42.00 63.50 43.65

July 2008 40.00 55.90 50.10

August 2008 38.10 50.90 40.60

September 2008 33.00 44.50 33.65

October 2008 18.05 35.00 20.05

November 2008 13.10 24.00 14.05

December 2008 13.10 17.99 15.98

January 2009 12.65 18.75 13.25

February 2009 10.25 13.90 10.90

March 2009 9.71 12.99 10.70

Share Registrar & Transfer Agent (RTA)

Communication regarding share transfer/ transmission, change of address, dividend, etc., can be addressed to RTA at:

Skyline Financial Services (P) Ltd.,246, 1st Floor, Sant Nagar , East of Kailash,New Delhi-110 065Ph. 011- 26292682, 26292683 26292681(fax)Email: [email protected]

15

Share Transfer System

Skyline Financial Services Pvt. Limited is the Share Registrar & Transfer Agent of the company for both physical and demat formof shares. To expedite the process of share transfers the powers of share transfer has been delegated to Shareholders’Grievance and Transfer Committee. All transfer requests received till seven days prior to the date of the meeting are normallyconsidered for approval in the meeting.

Distribution Schedule

Share holding of nominal value of Rs 10 No. of share % of total No. of shares % of total holders of Rs. 10

each

Up to 5000 22437 99.45 4394434 12.03

5001 to 10000 70 0.31 440862 1.21

10001 to 20000 17 0.08 247000 0.68

20001 to 30000 10 0.04 234844 0.64

30001 to 40000 3 0.01 107603 0.29

40001 to 50000 2 0.01 84853 0.23

50001 to 100000 9 0.04 664450 1.82

100001 and above 14 0.06 30358001 83.10

Total 22562 100.00 36532047 100.00

Shareholding Pattern as on 31 March, 2009

Category of Shareholder Number of Total Number Total shareholding as Shares Pledged orof shares number of shares a pecentage of total otherwise encumberedholders of shares held in numbers fo shares

demateri- As a As a Number As aalized percentage Percenta of shares percentageform of (A+B) ge of of total

(A+B+C) number ofshares

Shareholding of Promoter andPromoter Group

Indian

Individuals/ Hindu Undivided Family 10 4410291 3579170 12.07 12.07 3475874 78.81

Central Government/ State Government(s) 0 0 0 0.00 0.00 0 0.00

Bodies Corporate 6 11948306 10913958 32.71 32.71 8473928 70.92

Financial Institutions/ Banks 0 0 0 0.00 0.00 0 0.00

Any Others(Specify) 0 0 0 0.00 0.00 0 0.00

Sub Total(A)(1) 16 16358597 14493128 44.78 44.78 11949802 73.05

Foreign

Individuals (Non-Residents 0 0 0 0.00 0.00 0 0.00Individuals/Foreign Individuals)


Institutions 0 0 0 0.00 0.00 0 0.00

Any Others(Specify) 0 0 0 0.00 0.00 0 0.00

Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00

Total Shareholding of Promoter 16 16358597 14493128 44.78 44.78 11949802 73.05and Promoter Group (A)=(A)(1)+(A)(2)



Category of Shareholder Number of Total Number Total shareholding as Shares Pledged orof shares number of shares a pecentage of total otherwise encumberedholders of shares held in numbers fo shares

demateri- As a As a Number As aalized percentage Percenta of shares percentageform of (A+B) ge of of total

(A+B+C) number ofshares

Public shareholding

Institutions

Mutual Funds/ UTI 12 46050 1300 0.13 0.13 0 0.00

Financial Institutions / Banks 6 6800 1000 0.02 0.02 0 0.00

Central Government/ State Government(s) 0 0 0 0.00 0.00 0 0.00

Venture Capital Funds 0 0 0 0.00 0.00 0 0.00

Insurance Companies 0 0 0 0.00 0.00 0 0.00

Foreign Institutional Investors 1 300000 0 0.82 0.82 0 0.00

Foreign Venture Capital Investors 0 0 0 0.00 0.00 0 0.00

Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(1) 19 352850 2300 0.97 0.97 0 0.00

Non-institutions


Individuals

Individuals -i. Individual shareholders 21381 4258048 2468654 11.66 11.66 0 0.00holding nominal share capitalup to Rs 1 lakh

ii. Individual shareholders holding 15 616214 616214 1.69 1.69 0 0.00nominal share capital in excessof Rs. 1 lakh.

NRI 806 282767 63767 0.77 0.77 0 0.00

Foreign Company 3 12947315 5083201 35.44 35.44 0 0.00

Clearing House 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(2) 22527 19820600 9913968 54.26 54.26 0 0.00

Total Public Shareholding 22546 20173450 9916268 55.22 55.22 0 0.00(B)= (B)(1)+(B)(2)

TOTAL (A)+(B) 22562 36532047 24409396 100.00 100.00 11949802 32.71

Shares held by Custodians and against 0 0 0 0.00 0.00 0 0.00which Depository Receipts have beenissued

GRAND TOTAL (A)+(B)+(C) 22562 36532047 24409396 100.00 100.00 11949802 32.71

Dematerialization of shares

The shares of the company are in compulsory Demat Mode and as on 31 March, 2009 approximately 66.81% of the shareholdingwas held in Demat Mode.

17

Plant Locations

• Jai Springs Road, Industrial Area, Yamunanagar – 135 001, Haryana.

• U- 27-29, Industrial Area, District Bhind, Malanpur– 477116, M.P.

• Plot no. 22-25, Sengundram Village, Maraimalainagar Industrial Complex, Singaperumal Koil Post, Distt. Kanchipuram-603 204, Tamilnadu.

• Plot no. 263, Karnidih, Chandil, District Saraikella, Kharswan, Jharkhand.

Corporate Office2 Park Lane, Kishangarh,Vasant Kunj, New Delhi –110 070Ph: 011-32648668, 32648698 & 26893192 (fax)E-mail: [email protected], www.jaispring.in

COMPLIANCE:

This certificate dated 4 September 2009, obtained from the Statutory Auditors forms part of this Annual Report and thesame is given herein after.

Auditors' Certificate on compliance of the provisions of the code ofCorporate Governance in the Listing Agreement

To,The members of Jamna Auto Industries Limited

We have examined the compliance of conditions of Corporathe Listing Agreement of the said company with StockExchanges.

The compliance of conditions of Corporate Governance is the responsibility of the company’s management. Ourexamination was limited to procedures and implementation thereof, adopted by the company for ensuring the complianceof the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financialstatements of the company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that theCompany has complied with the conditions of Corporate Governance as stipulated in the above mentioned clause ofListing Agreement.

We state that no investor grievances are pending against the company as per the records maintained by the Companyand presented before the Shareholder’s Grievances Committee.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiencyor effectiveness with which the management has conducted the affairs of the company.

For A S G & Associates For Goel Garg & Co. For A. K. Kalia & AssociatesChartered Accountants Chartered Accountants Chartered Accountants

Amar Jeet Singh S. C. Garg Anil K. Kalia(Partner) (Partner) (Proprietor)

New DelhiSeptember 4, 2009



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Q & A Session with C E O

Q: Could you please give industry overview and the current/future outlook? How the company has been affected by therecession?

The global recession due to financial crisis faced by most of the leading international banks impacted the Indianeconomy mainly on three counts (a) sharp decline in foreign inflows which adversely affected availability of fundsto business (b) shrinking of access to overseas credit and (c) fall in global trade and output which had an adverseimpact on consumption and investment. After a successive average rate of 9.4% growth during the years 2005-06to 2007-08, GDP fell to 6.7% in 2008-2009. The cumulative impact of all this was slowing down of output andemployment. Industrial production also went down by 2.6 per cent as compared to 7.4 per cent in the previous year.

The automobile industry is at the core of India’s manufacturing economy. However, the recession has heavilyimpacted the auto industry, particularly the medium and heavy commercial vehicle segment. October to Decemberare usually considered to be the best months for vehicle sales because of the festive season. Unfortunately, theperiod between October to December 2008 turned out to be the worst months for commercial vehicle segment andpassenger cars. In November, sale of passenger cars plunged from 103,031 to 83,079, while truck sales dropped byhalf, the worst in 10 years.

Medium and heavy commercial vehicle (HCVs) markets have been affected more than the light commercial vehicles(LCVs). Lack of available finance and high interest rates also added to the woes of commercial vehicle segment.Commercial vehicle sales were lower by 35 percent in 2008-2009. The Government of India came out with stimuluspackages for the industry and support for financing from banks are expected to lead in recovery in 2009-2010. Thesmall commercial vehicle segment is growing at a faster pace attracting new players both foreign and domestic.Small commercial vehicles like Tata’s Ace model have changed the industry scenario. With their multi utility, lowprice and low maintenance cost, these vehicles are taking the place of load-carrying three-wheelers on Indianroads, particularly in large cities which have placed restrictions on plying of commercial vehicles within the cities.

Tata Motors Limited and Ashok Leyland Limited with their diverse products range dominate the commercial vehiclemarket in India. Volvo is an upcoming player in this segment. High-end trucks and ultra luxury buses represent asegment which will further increase the market size.

A new segment of air suspension system has also been on the increase with the market size close to 4000 units peryear. Under Jawaharlal Nehru National Urban Renewal Mission, the Central Government has planned to purchase15000 luxury or semi luxury buses with air suspension systems. The buses will be bought through State TransportUndertakings. Currently there are only a few companies in this segment.

Q: What has been the company’s performance in 2008-09?

The year 2008-09 had begun with positive sign; the company registered turnover of Rs. 184.92 crore in the firstquarter. The first quarter performance was all time high and had raised high expectation of record turnover andimproved profit in 2008-09. However, from second quarter onwards, sales declined to Rs. 158.51 crore and thesituation became worse in the third quarter when the company’s sales sharply came down to Rs. 78.42 crore. In thefourth quarter, February and March brought hopes of early revival as demand picked up and sales rose toRs. 110.48 crore. During the year 2008-2009 the company registered gross sales of Rs. 513.78 crore as againstRs. 541.19 crore in 2007-08. Net loss for 2008-09 is Rs 16.39 crore as against net profit of Rs. 16.06 crore in 2007-08.

As mentioned in the Directors’ Report, demand for commercial vehicles started showing positive signs fromFebruary 2009 onwards. The company and its wholly owned subsidiary–Jai Suspension Systems Ltd recorded salesof Rs. 110 crore in the first quarter (April to June 2009) of the current year with net profit of Rs 1.05 crore. The secondquarter has also started with optimistic note and the Management is confident of turnaround performance in thecurrent year.

Q: It must have been difficult to keep the motivation level high and retain talent?

To remain competitive in the difficult times of global slowdown the company was forced to take measures to cutdown cost. On other hand it was also important to keep the employees’ morale and motivation high. In this crucialtime, the culture of belonging and co-ownership within the employees helped to maintain the employees’ motivationat all the levels. Management received whole hearted support from the employees all across the company who roseto the occasion and remained committed to the company.

19

Q: What are the company’s future plans for diversification/expansion?

As part of improvement of urban infrastructure, demand for low floor buses are growing. These buses are fittedwith air suspension system which have better ride comfort for passengers. Most of the state run transport undertakingsare looking for buses fitted with air suspension. The company has now decided to make air suspension systems forbuses. It has signed a technical assistance agreement with Ridewell Corporation of USA for manufacture of airsuspension and components. Ridewell Corporation is an established designer and manufacturer of air, rubber andmechanical suspension systems for buses, trucks and trailers. Ridewell Corporation has extensive know-how indesign and manufacture of such suspension system.

The company had shelved its expansion plan for Jamshepur due to the recessionary conditions in 2008-09. It is nowreviewing its decision and if the demand shows strong push, it will like to complete the project.

Q: What do you see risk factors and its mitigation for the company?

The company is the largest manufacturer of Tapered Leaf and Parabolic Springs in India and ranked 7 in the world.The company has a high market share of its wide product range. The company’s products are established in theIndian and international market. The company has strong technical and management capabilities.

The company has high business risk due to its dependence on auto industry. Its fortune is also linked with theperformance of the manufacturers of commercial vehicles. To de-risk itself from OEM concentration risk, the companyhas now decided to place more focus on the domestic and export replacement market.

Q: What are the internal control in place as the company is now growing in size?

The internal control system comprises audit and compliance by both outside and in-house internal auditors. Thecompany has introduced modern IT enabled SAP programs to check overall operational efficiency. Sustained andtimely reviews have been prescribed to initiate course corrections wherever required. The Audit Committee alsooversees financial systems/ procedures and internal controls and is empowered to call for any information/documents from any department.

Cautionary statement:

Statements in the management discussion and analysis report describing the company’s objectives, projections, estimatesand expectations may be “forward looking statements” within the meaning of applicable securities laws and regulations.Actual results could differ materially from those expressed or implied. Important factors that could make a difference tothe company’s operations include, among others, economic conditions affecting demand/supply and price conditions inthe domestic and overseas markets in which your company operates, changes in the Government regulations, tax lawsand other statutes and incidental factors.



AUDITORS' REPORT

TO THE SHAREHOLDERS OF JAMNA AUTO INDUSTRIES LIMITED.

1. We have audited the attached Balance Sheet of JAMNA AUTO INDUSTRIES LIMITED as at March 31, 2009 and also theProfit & Loss Account annexed thereto and the Cash Flow Statement for the year ended on that date. These financialstatements are the responsibility of the company’s management. Our responsibility is to express an opinion on thesefinancial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors’ Report) (Amend.)Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act,1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that :

a. We have obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purpose of our audit.

b. In our opinion, proper books of account as required by law have been kept by the company so far as appears fromour examination of the books;

c. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement withthe books of accounts.

d. In our opinion, the Profit & Loss Account and the Balance Sheet and Cash Flow of the company comply with theAccounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956 to the extentapplicable.

e. On the basis of written representations received from the Directors and on the basis of Form DD-A submitted byall the directors to the company and taken on record by the Board of Directors, we report that none of the directorsis disqualified as on 31 March, 2009 from being appointed as a director in terms of clause (g) sub-section (1) ofSection 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanation given to us, the said accountsgive the information required by the Companies Act, 1956 in the manner so required and give a true and fair viewin conformity with the accounting principles generally accepted in India.

(i) In the case of the Balance Sheet, of the state of the affairs of the company as at 31 March, 2009 and;

(ii) In the case of Profit & Loss Account, of the Loss of the company for the year ended on that date.

(iii) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

For A S G & Associates For Goel Garg & Co. For A. K. Kalia & Associates.Chartered Accountants Chartered Accountants Chartered Accountants



21

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE.

TO THE SHAREHOLDERS OF JAMNA AUTO INDUSTRIES LIMITED ON THE ACCOUNTS FOR THEYEAR ENDED 31 MARCH, 2009

(i) (a) In our opinion, the company has maintained proper records, showing full particulars including quantitativedetails and situation of fixed assets.

(b) As certified by the management, the fixed assets have been physically verified by the management at reasonableintervals. No material discrepancies with respect to book records were noticed on such verification.

(c) In our opinion and according to explanations given to us, fixed assets disposed off during the year were notsubstantial and as such the disposal has not effected the going concern status of the Company.

(ii) (a) As explained to us and as certified by the management, physical verification of inventory has been conducted bythe management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonableand adequate in relation to the size of the company and nature of its business.

(c) On the basis of our examination of the record of inventory, we are of the opinion that the company is maintainingproper records of inventory. Discrepancies noticed on verification of inventory as compared to book records werenot material and these have been properly dealt with in the books of account.

(iii) (a) The Company has granted unsecured loan to companies covered in the register maintained under Section 301 ofthe companies Act, 1956. Number of such parties is one and amount outstanding as on 31.03.2009 is Rs.199.02 lacs,maximum amount outstanding during the year is Rs.199.02 lacs, and

(b) The rate of interest and other terms and conditions of the loan are not prejudicial to the interest of the company.

(c) Since the principal amount and the interest on the loan are not due, sub-clause (c) is not applicable.

(d) Since the principal amount and the interest on the loan are not due, sub-clause (d) is not applicable.

(e) Sub-clauses (e), (f ) and (g) are not applicable since the company has not taken any loan secured or unsecured fromcompanies covered in the register maintained under Section 301 of the Companies Act.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal controlprocedures commensurate with the size of the company and the nature of its business with regard to purchase ofinventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticedin the internal controls.

(v) (a) In our opinion the transaction that need to be entered into the register maintained under Section 301 have beenso entered.

(b) In our opinion and according to the information and explanation given to us the transactions in pursuance ofcontracts or arrangements entered into register maintained under Section 301 of the Companies Act, 1956 havebeen made at prices which are reasonable having regard to the explanation furnished by the managementregarding necessity of meeting the technical specification, quality control requirements and delivery schedules.The comparison of the prices of similar transaction with other parties and the prevailing market prices is notavailable since the company has not dealt with other in this regard.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with theprovisions of Section 58A & 58AA of the companies Act, 1956 and Companies (Acceptance of Deposit) Rules 1975 anddirections issued by Reserve Bank of India, with regard to the deposits accepted from public. We are informed that noorder has been passed by the Company Law Board, or National Company Law Tribunal or Reserve Bank of India or anyother Tribunal during the year in this regard.

(vii) In our opinion, the company has an adequate internal audit system commensurate with the size and the nature of itsbusiness.

(viii) We have broadly reviewed the books of accounts maintained by the company in respect of products where, pursuant tothe Rules made by the Central Government, the maintenance of cost records have been prescribed under Section 209 (1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have beenmaintained. However we have not, nor we are required, made a detailed examination of the records with a view todetermining whether they are accurate or complete.



(ix) In respect of statutory dues :

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Educationand Protection Fund, Employees’ State Insurance, Income-Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cessand other statutory dues have been regularly deposited with the appropriate authorities though there has beena slight delay in a few cases. According to the information and explanations given to us, no undisputed amountspayable in respect of the aforesaid dues were outstanding as on 31March, 2009 for a period of more than sixmonths from the date they became payable.

(b) The disputed statutory dues that have not been deposited on account of matters pending in appeal beforeappropriate authorities are as under :

Sl. Name of the Statute Nature of Forum where Amountno. the dues dispute is pending (Rs. in lacs)

1 Central Excise Act, 1944 Excise Duty High Court Indore 07.47

2 Central Excise Act, 1944 Service Tax Central Excise Asstt. Commissioner 01.45

3 Central Excise Act, 1944 Service Tax Central Excise Asstt. Commissioner 27.59

4 Entry tax Forging Benefit Tribunal Court, MP Commercial Tax 11.78

5 E S I Act, 1948 ESI Labour Court, Chennai 14.05

6 E S I Act, 1948 ESI Assist / Dy Director, Chennai 8.34

7 Service Tax Cenvat Demand stayed by CESAT. 02.14Pending for larger banch forfinal hearing Yamuna Nagar

8 Service Tax Cenvat on Freight Stayed on 16.01.09. Demand stayed by 00.34CESAT. Pending for larger banch forfinal hearing Yamuna Nagar



11 Service Tax Cenvat on Freight Appeal filed in CESAT. Hearing awaited 03.54

12 Service Tax Cenvat on Freight Asst. Commissioner confirmed the 03.45demand appeal filed with Commissioner(Appeal)

13 Service Tax Cenvat on Freight Pending for adjudication with 01.12Asst. Commissioner

14 Central Excise Act, 1944 Supplement sales Appeal filed with Commisssioner (Appeal) 00.06against A.C. order. Hearing awaited.

15 Central Excise Act, 1944 Supplement sales Demnd deposited, pending in CESAT 00.49matter referred to larger banch.

16 Central Excise Act, 1944 Capital Goods Commissioner (Appeal) hearing attended 02.39on 29 January, 09. Order awaited.

17 Central Excise Act, 1944 Delay in Payment Demand deposited. Pending CESAT Delhi 00.15

18 Sales Tax Penalty for Appeal pending with Joint Commissioner 06.20Incomplete Form 38

Total 97.10

23

(x) As at 31.03.2009 the accumulated losses of the company are not more than fifty percent of its net worth. The company hasincurred cash losses amounting to Rs.1000.15 lacs during the financial year covered by our audit and Rs.NIL in theimmediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion thatthe company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(xii) Based on our audit procedures and on the information and explanations given by the management, we are of theopinion that since the company has not granted any loans and advances on the basis of security by way of pledge ofshares, debentures and other securities, it is not required to maintain records in respect thereof.

(xiii) The company is not a chit fund/nidhi/mutual benefit fund/society to which the provisions of special statue relating tochit fund are applicable. Accordingly paragraph (xiii) of the order is not applicable.

(xiv) According to the information and explanations given by the management, the company is not dealing or trading inshares, securities, debentures and other investments. The company has made investments in unquoted shares of companiesfor which proper records have been kept by the company. All the investments are in the name of the company.

(xv) Based on our examination of the records, we are of the opinion that the company has not given any guarantee for loanstaken by others from banks or financial institutions.

(xvi) In our opinion, the term loans have been applied for the purposes for which they were obtained.

(xvii) Based on our examination of the Balance Sheet and the Cash Flow of the company as at 31 March, 2009 and informationand explanations given to us, we report that funds raised on a short-term basis have not been used for long-terminvestment.

(xviii) During the year, the company has made preferential allotment of 200000 equity shares to MAP AUTO LIMITED, a Companycovered in the Register maintained under Section 301 of the Companies Act, 1956. The allotment was made at Rs.72 perequity share aggregating to Rs.1,44,00,000. In our opinion and according to the information and explanation given to usthe price at which such shares have been issued is not prejudicial to the interest of the company.

(xix) During the period covered by our Audit Report, the company has not issued any Debentures requiring report under thisClause.

(xx) During the year ended 31 March, 2009, the company has not raised money by way of public issue. Accordingly, paragraph4(xx) of the Order is not applicable.

(xxi) Based on the audit procedures performed and information and explanations given by the management, we report thatno fraud on or by the company has been noticed or reported during the year.



BALANCE SHEET AS AT 31 MARCH, 2009(Rs. in lacs)

Schedule As at As atNo. 31.03.2009 31.03.2008

SOURCES OF FUNDS

SHARE HOLDERS’ FUND

Share Capital 1 4002.91 3737.22

Reserves & Surplus 2 8368.55 12371.46 6624.94 10362.16

LOANS FUNDS

Secured Loans 3 13821.98 13952.57

Unsecured Loans 4 2296.16 16118.14 3624.49 17577.06

TOTAL 28489.60 27939.22

APPLICATION OF FUNDS

FIXED ASSETS

Gross Block 5 18914.22 17827.33

Less:Depreciation 9260.64 8249.62

Net Block 9653.58 9577.71

Capital Work-in-progress 5599.00 15252.58 3683.36 13261.07

INVESTMENTS 6 721.99 527.00

Deferred Tax - Assets ( Ref. Note 18 Sch. 18) 1586.99 1156.92

CURRENT ASSETS, LOANS & ADVANCES

Inventories 7 5876.72 7322.24

Sundry Debtors 8 6463.53 7776.31

Cash and Bank Balances 9 1300.77 1735.22

Loans and Advances 10 1748.74 2107.17

15389.76 18940.94

Less:Current Liabilities & Provisions 11 12457.44 11192.61

Net Current Assets 2932.32 7748.33

MISCELLANEOUS EXPENDITURE 17A 2339.95 1936.04

(To the extent not written off/adjusted)

Balance in Profit & Loss Account 5655.77 3309.86

TOTAL 28489.60 27939.22

Significant Accounting Policies and Notes on accounts 18

For and behalf of the Board of Directors (R. S. Jauhar) (P. S. Jauhar) (Gautam Mukherjee) (Praveen Lakhera)CEO & Executive Director C O O & Executive Director President - Finance Company Secretary &

Head LegalAs per our report of even date attachedFor A.S.G & Associates Goel Garg & Co. A. K. Kalia & AssociatesChartered Accountants Chartered Accountants Chartered Accountants

(Amar Jeet Singh) (S. C. Garg ) ( Anil K. Kalia)Partner Partner Proprietor


25

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH, 2009(Rs. in lacs)

Schedule Year ended Year endedNo. 31.03.2009 31.03.2008

INCOME

Sales 12 51378.17 54119.34

Less:Excise Duty & Cess paid 6132.87 7416.28

Net Sales 45245.30 46703.06

Other Income 13 795.58 46040.88 340.82 47043.88

Total 46040.88 47043.88

EXPENDITURE

Material, Manufacturing & Operating Expenses 14 37484.90 35462.79

Payment to and Provisions for Employees 15 2155.93 2252.35

Selling & Administration Expenses 16 3145.61 42786.44 3251.69 40966.83

Profit before Depreciation, Interest & Tax 3254.44 6077.05

Financial Expenses 17 3548.17 2694.14

Profit before Depreciation & Tax (293.73) 3382.91

Depreciation 5 940.57 827.80

Profit before Taxation/previous year Expenses/ Income (1234.30) 2555.11

Priliminary/Defered Revenue Expenses 17A 799.97 457.20

Profit before Tax (2034.27) 2097.91

Exceptional Items - Gain/(Loss) 0.00 90.25


Provision for Current Tax 0.78 0.84

Provision for Fringe Benefit Tax 34.50 42.41

Deferred Tax ( Ref. Note 18 Sch. 18) (430.07) 357.92

Profit After Tax (1639.48) 1606.49

Add/deduct prior year Expenses/(Income) (net) 706.43 46.41


Balance of Profit/(Loss) for earlier years (3309.86) (4869.94)

Balance Carried To Balance Sheet (5655.77) (3309.86)

Significant Accounting Policies and Notes on Accounts 18

Earning per share - Basic (in Rs.) Note No. 19 (4.69) 5.59

Earning per share - Diluted (in Rs.) Note No. 19 (4.69) 4.91







SCHEDULES(Rs. in lacs)

As at As at 31.03.2009 31.03.2008

SCHEDULE-1

SHARE CAPITAL

Authorised63886500 Equity Shares of Rs. 10 each

(previous year 63886500 Equity Shares of Rs. 10 each) 6588.65 6588.65

350000 12.50% Optionally Convertible Cumulative Preference Shares 350.00 350.00

of Rs. 100 each (previous year 350000, 12.5% Optionally ConvertibleCumulative Preference Shares of Rs. 100 each)

6938.65 6938.65ISSUED & SUBSCRIBED36560237 Equity Shares of Rs.10 each

(previous year 33903982 Equity Shares of Rs. 10 each) 3656.00 3390.40350000 12.50% Optionally Convertible Cumulative Preference Shares 350.00 350.00

of Rs. 100 each (previous year 350000, 12.5% Optionally Convertible

Cumulative Preference Shares of Rs. 100 each) 4006.00 3740.40PAID UP36532047 Equity Shares of Rs.10 each


350000 12.50% Optionally Convertible Cumulative Preference Sharesof Rs. 100 (previous year 350000 12.5% Optionally ConvertibleCumulative Preference Shares of Rs. 100 each) 350.00 350.00

Add: Forfeited Shares 1.45 1.45

4004.65 3739.03

Less: Calls in Arrears 1.74 4002.91 1.81 3737.22

TOTAL : 4002.91 3737.22

SSCHEDULE-2

RESERVES AND SURPLUS

Capital Reserve

As per last Balance Sheet 67.55 67.55

10% Fully Convertible Warrants - Forfeited 150.00 150.00

Amalgamation Reserve 1481.46 1481.46

Capital Redemption Reserve 50.00 1749.01 50.00 1749.01

Share Premium 12619.35 12619.35 10972.45 10972.45

General Reserve


Debenture Redemption Reserves - 500.00

Fully Convetible Warrants Forfited 96.71 -

Carried Forward Loss from Merged Companies (9374.36) (9374.36)

TOTAL 8368.55 6624.94

27


As at As at 31.03.2009 31.03.2008

SCHEDULE-3

SECURED LOANS

1. Working Capital loans from Banks 1927.92 2699.08

2. Term loan from Banks & Financial institutions 4792.00 2970.47

3. Term Loan from Clearwater Capital Partners India Pvt. Ltd. 6904.17 7985.42Interest accrued & due 70.36 120.07

4. Others 127.53 177.53

Total 13821.98 13952.57

NOTES :

1. Working capital loans are secured by :(a) First pari passu charge by way of hypothecation on the current assets of the company.

(b) First pari passu charge on the fixed assets and other moveable assets (other than current assets) on the Yamunanagar Plant.

(c) Second pari passu charge created or to be created on the fixed assets and other moveable assets (other than current assets) on theMalanpur, Chennai and Jamshedpur Plants.

(d) Personal guarantees of Mr. B. S. Jauhar, Chairman, Mr. R. S. Jauhar and Mr. P. S. Jauhar, Executive Directors.

2. Term loans are secured by :Clearwater Capital Partners India Pvt. Limited:(a) Term loan of Rs. 8100 lacs- Mortgage and charge by way of first pari passu charge created or to be created on the fixed assets and moveable assets (other than

current assets) of the Malanpur, Jamshedpur and Yamunanagar Plants.

- Second pari passu charge created or to be created by way of hypothecation over the current assets of the company.

- Personal guarantees of Mr. R. S. Jauhar and Mr. P. S. Jauhar, Executive Directors.

(e) Term Loan of Rs. 800 lacs- Mortgage and charge by way of first pari passu charge created or to be created on the fixed assets and moveable assets (other than

current assets) of the Chennai Plant.

- Second pari passu charge by way of hypothecation over the current assets of the company.

- Second pari passu charge by way of mortgage created or tobe created on the fixed assets and plant & machinery at YamunanagarPlant.


ICICI Bank Ltd:(a) Mortgage by way of first pari passu charge created or to be created on the fixed assets of the Malanpur Plant (excluding one

parabolic line of value not exceeding Rs. 350 lac), Yamunanagar and Jamshedpur Plants.

(b) Mortgage by way of second pari passu charge on the fixed assets of the Chennai Plant.

(c) Second pari passu charge by way of hypothecation on the current assets of the company.

(d) First pari psssu charge on the whole of movable properties (except current assets) at Malanpur and Jamshedpur Plants.

(e) Second pari psssu charge on the whole of movable properties (except current assets) at Yamunanagar and Chennai Plants.

(f) Personal guarantees of Mr. B. S. Jauhar, Chairman, Mr. R. S. Jauhar and Mr. P. S. Jauhar, Executive Directors.

IFCI Limited:(a) Mortgage and charge by way of first pari passu charge on the fixed assets and moveable assets (other than current assets) of the

Chennai Plant.

(b) Second pari passu charge by way of hypothecation created or to be created on the current assets of the company.

(c) Second pari passu charge by way of mortgage created or to be created on fixed assets of Yamunanagar Plant.

(c) Personal guarantees of Mr. B. S. Jauhar, Chairman and Mr. P. S. Jauhar, Executive Director.

3. Others :H.P.Finance of Rs.127.53 lacs (previous year Rs.177.53 lacs) is secured by hypothecation of specific assets.

4. Term loans due within one year Rs.3441.82 lacs (previous year Rs. 2079.32 lacs)




As at As at 31.03.2009 31.03.2008

SCHEDULE-4

UNSECURED LOANS

Interest Free Sales Tax loan 1914.34 1855.99

Tata Capital Ltd. 381.82

Compulsory Fully Convertible Debenture of face value of Rs. 72 each.

(Previous year 2456255, Compulsory Fully Convertible - 1768.50Debenture of face value of Rs. 72 each)

TOTAL 2,296.16 3,624.49

FIXED ASSETS

GROSS BLOCK DEPRECIATION NET BLOCK

Particulars As at Additions Additions Deductions As at Up to Upto Depreciation Deduction UP TO As at As at31.03.08 on a/c of 31.03.09 31.03.08 30.06.07 31.03.09 31.03.09 31.03.08

amalgamation For the Year For the Year

Goodwill 931.02 - - 10.00 921.02 552.60 - 94.60 10.00 637.20 283.82 378.42

Land 289.91 - 332.80 - 622.71 - - - - - 622.71 289.91

Building 2020.14 - 92.34 - 2112.48 714.46 - 61.80 - 776.26 1336.22 1305.69

Plant & machinery 13557.37 - 704.64 111.50 14150.51 6379.28 - 816.03 23.77 7171.54 6978.97 7178.10

Furniture & Fixtures 92.64 - 31.68 - 124.32 67.05 - 8.50 - 75.55 48.77 25.59

Vehicles 382.87 - 19.89 29.76 373.00 177.52 - 42.63 11.84 208.31 164.69 205.34

Office Equipment 237.85 - 30.92 0.01 268.76 114.53 - 12.72 - 127.25 141.51 123.32

Other Assets 3.56 - 1.79 - 5.35 0.89 - 0.31 - 1.20 4.15 2.67

Computer & Software 311.98 - 24.56 0.47 336.07 243.29 - 20.27 0.23 263.33 72.74 68.69

Total 17827.34 - 1238.62 151.74 18914.22 8249.62 - 1056.86 45.84 9260.64 9653.58 9577.72

Capital Work in Progress 5599.00 3683.36

Current Year Total 17827.34 - 1238.62 151.74 18914.22 8249.62 - 1056.86 45.84 9260.64 15252.58 13261.08

Less - Depreciation transferred to Sample development 116.29

17827.34 - 1238.62 151.74 18914.22 8249.62 - 940.57 45.84 9260.64 15252.58 13261.08

Previous Year 9578.89 7943.02 349.48 44.05 17827.33 4315.08 3048.87 903.86 18.19 8249.62 9577.71 5263.82

Note : Capital Work in Progress includes capital advances

Out of the total depreciation provided during the year amount of Rs.116.29 lacs (previous year Rs. 76.06 lacs) being the proportionate amount attributable tothe sample development activities has been considered as deferred revenue expenses.

Gross Block & Net Block includes Rs. 73.30 lacs and Rs. 44.06 lacs respectively for assets acquired on hire purchase.

SCHEDULE -5

29


As at As at 31.03.2009 31.03.2008

SCHEDULE-6

INVESTMENTS (AT COST)Un-Quoted Investments

(a) 5249920 Equity Shares of NHK Spring India Ltd. of Rs. 10 each(previous year 5249920 Equity Shares of Rs. 10 each) 525.00 525.00

(b) Investment in 100% Subsidiary 196.99 2.001999900 Equity Shares (previous year 50020 Equity Shares) ofRs. 10 each of Jai Suspension Systems Ltd.

721.99 527.00Note :- 50020 Equity Shares allotted of Rs. 4 per share& 1949880 Equity Shares allotted of Rs. 10 each)

CURRENT ASSETS

SCHEDULE-7

INVENTORIES (as certified by the Management)

Goods in Transit 281.78 238.11

Finished Goods 838.59 792.08

Work in Process 2833.51 3533.37

Raw Material 991.19 1585.27

Stores including Components and Spares 893.63 1105.59

Scrap 38.02 67.81

5876.72 7322.24

SCHEDULE-8

SUNDRY DEBTORS: Unsecured(Unsecured-considered good)

a. Debts outstanding for a period exceeding 6 months 1498.60 1283.03Less : Written off during the year 432.26 1066.34 395.09 887.94

b. Other Debts 5397.19 6888.37

6,463.53 7,776.31

SCHEDULE-9

CASH AND BANK BALANCES

Cash in hand 9.32 120.77

Balance with Scheduled Banks in :

(i) Current Account 404.14 400.84

(ii) Fixed Deposits & Margin Money 887.31 1213.61

SUB TOTAL (A) 1300.77 1735.22




As at As at 31.03.2009 31.03.2008

SCHEDULE-10

B. LOANS AND ADVANCES(Unsecured and considered good)Advance recoverable in cash or in kindor value to be received/or to be adjusted 660.64 1211.06Deposits with Excise Authorities 341.26 542.89Security Deposits 168.97 167.23Advance Income Tax-net (including fringe benefit tax) 370.52 185.99Loan to 100% subsidiary i.e. Jai Suspension Systems Ltd. 207.35 -

SUB TOTAL (B) 1748.74 2107.17

TOTAL (Current Assets) 15389.76 18940.94

Note: Advance to companies under same management includes advance to its 100% subsidiary i.e. Jai Suspension SystemsLtd. and includes interest of Rs. 8.33 lacs not due.

SCHEDULE-11CURRENT LIABILITIES AND PROVISIONSCURRENT LIABILITIES

Sundry Creditors 10568.16 8744.53Other Liabilities 1650.43 2213.14

PROVISIONSTaxation 17.08 6.50Fringe Benefit Tax 12.71 31.34Wealth Tax 0.78 0.84Gratuity 135.23 139.17Leave encashment 73.04 57.09

Total 12457.44 11192.61

Year ended Year ended 31.03.2009 31.03.2008

SCHEDULE-12

SALESDomestic 51067.21 53980.52Export 310.96 138.82

Total Sales 51378.17 54119.34

Less : Excise Duty 6132.87 45245.30 7416.28 46703.06

45245.30 46703.06SCHEDULE-13

OTHER INCOMEInterest Income 54.80 164.00

Miscellaneous income 552.05 75.94Exchange Fluctuation 167.06 90.75

Export Incentives 5.17 5.75

Sale Scrap Non-Operational 11.16 4.30Profit on sale of Assets 5.34 0.08

795.58 340.82

Note: Miscellenous income includes non compete fee of Rs. 500 lacs charged from 100% subsidiary i.e. Jai Suspension Systems Ltd.

31



SCHEDULE-14

MATERIAL, MANUFACTURING & OPERATING EXPENSES

(A) Raw Material Consumption

OPENING STOCK



Scrap 67.81 4393.26 12.06 1163.59

Add : Stocks as on 1 July, 2007 of Merged Companies - 2334.67

Add : Raw Material Consumed 30792.88 29243.50

35186.14 32741.76

LESS: CLOSING STOCK



Scrap 38.02 3710.12 67.81 4393.26

Total 31476.02 28348.50

(B) Manufacturing Expenses

Stores, Components & spares consumed 3161.07 3981.69

Power & Fuel 2246.65 2371.06

Machinery Repairs 456.46 538.81

Job Charges 144.70 6008.88 222.73 7114.29

TOTAL 37484.90 35462.79

SCHEDULE-15

PAYMENT TO AND PROVISIONS FOR EMPLOYEES

Salaries, Wages, Bonus and Gratuity 1903.05 1931.03

Contribution to Provident and other Funds 127.91 163.82

Employees Welfare Expenses 124.97 157.50

2155.93 2252.35





SCHEDULE-16

SELLING AND ADMINISTRATIVE EXPENSES

Selling and Distribution ExpensesSales promotion and Advertisement 439.09 341.92Discount and Rebates 412.16 370.69

Freight, forwarding and packing 875.30 1726.55 1144.47 1857.08

Administrative and Other ExpensesInsurance 22.49 20.52Rent, Rates & Taxes 82.84 118.89Vehicle Running & Maintenance 13.64 15.64Building Repairs 14.47 43.92Repairs & Maintenance Others 68.69 83.19Travelling and Conveyance 155.69 244.54Postage, Telegram & Telephone Expenses 42.34 51.59Printing & Stationery 24.97 19.66Subscription 3.88 2.95Charity & Donation 1.12 0.55Professional Consultancy 236.71 277.45General Expenses 88.77 98.12Sundry Balances Written Off 175.88 -Out of Pocket Expenses 0.61 -Recruitment Expenses - 3.06Internal Audit Fee 2.40 3.00Loss on Sale of Assets 8.21 7.74Bad Debts Written Off 432.26 395.09SAP Expenses 33.95 1408.92 - 1385.91Payment To AuditorsAudit Fee 7.70 7.70Payment in other capacity 2.44 1.00

10.14 8.70

3145.61 3251.69SCHEDULE-17

FINANCIAL EXPENSES

Interest on Term Loans 1024.14 976.14

Interest on Working Capital & Others 2524.03 1718.00

TOTAL 3548.17 2694.14

SCHEDULE-17 A

DEFERRED REVENUE EXPENDITUREOpening Balance 1936.04 570.64

Add : Addition from Amalgamated Company - 954.31

Add : Addition during the year 1203.89 3139.93 868.29 2393.24

Less : Written off during the year 799.97 174.91

Written off related to previous year - 799.97 282.29 457.20Closing Balance 2339.95 1936.04

33

SCHEDULE 18 - ACCOUNTING CONVENTIONS AND NOTES ON ACCOUNTS:

1. Significant Accounting Policies:

a. BASIS OF ACCOUNTING:

The financial statements are prepared under the historical cost convention in accordance with applicablemandatory accounting standards and presentation requirements of the Companies Act, 1956. Accountingpolicies not specifically referred to otherwise are consistent with generally accepted accounting principles arefollowed by the company.

b. FIXED ASSETS:

Fixed assets are stated at cost less accumulated depreciation. Cost of acquisition or construction is inclusiveof freight and taxes. The capital expenditure is inclusive of direct expenses and proportionate indirect expensesattributable to the project and is inclusive of modification expenditure of plant and machinery. The expenseshave been capitalised proportionately till the date of installation of plant and machinery and capital work inprogress. Capital work in progress includes advances for capital equipments.

c. DEPRECIATION:

Depreciation is provided on straight line method at the applicable rates prescribed in Schedule XIV of theCompanies Act, 1956. Except for items for which 100% depreciation rates are applicable, depreciation on assetsadded/disposed of during the year is provided on pro rata basis with reference to the date of addition/disposal. In the case of Chennai Plant (Plant of transferor company i.e. Jai Parabolic Springs Limited), depreciationon Building and Plant & Machinery is provided on straight line method and on all other assets on writtendown value method at the rates prescribed in the Schedule XIV of the Companies Act 1956.

d. BORROWING COST:

Borrowing cost attributable to acquisition, construction or production of qualifying assets (assets whichrequires substantial period of time to get ready for its intended use) are capitalised as part of the cost of suchassets. All other borrowing costs are charged to the revenue.

e. INVESTMENTS:

All Investments are considered as long term and are stated at cost. Provision for permanent diminution invalue, in the perceptions of the Management, will only be considered at the appropriate time.

f. INVENTORIES:

Inventories are valued as under:

a) Raw Material : At Weighted Average Cost(Including stores & components)

b) Finished Goods : Valued at cost inclusive of manufacturing and other overhead orat realisable value whichever is lower.

c) Work in Progress : Valued at cost inclusive of manufacturing and other overhead orat realisable value whichever is lower.

d) Scrap : At Realisable Value

g. FOREIGN CURRENCY TRANSACTION:

Foreign currency transactions are converted into Indian rupees at the rate of exchange prevailing on the dateof the transaction. All exchange differences in respect of the foreign currency transactions are dealt with inthe Profit & Loss Account. All foreign currency assets and liabilities, if any, as at the Balance Sheet date arerestated at the applicable exchange rates prevailing at that date and difference is dealt with the Profit & LossAccount. All liabilities in foreign currency, for which forward cover has been taken, have been stated at theforward value i.e. the value at which the liability will be settled in future.

h. EMPLOYEES RETIREMENT BENEFITS:

Contribution made towards Provident Fund (under the Employees Provident Fund and Miscellaneous ProvisionsAct, 1952) are charged to the Profit & Loss Account.

Gratuity Liability is charged to the Profit & Loss Account on the basis of actuarial valuation carried out by anapproved Actuary as on 1st March of each Accounting Year.



Provision is made in Accounts for unutilized leaves due to the employees at the year end as per the leaveencashment policy of the company.

i. EXCISE DUTY:

Excise Duty is accounted for when paid on the clearance of goods from bonded premises but is accounted foron accrual basis. Accordingly, provision for excise duty is made in the accounts for goods manufactured andlying in the bonded warehouse within the factory.

j. REVENUE RECOGNITION:

Sale of Goods is recognised at the point of dispatch of finished goods to the customers. All expenses andrevenue are accounted for on accrual basis .All export benefits are accounted for on accrual basis. Sale isaccounted for net of returns. Returns are accounted for on receipt of the rejected material. Services includeexcise duty. Price escalation claims from customers and discounts from suppliers are accounted for in the yearunder audit only. Leave Travel Assistance to employees are accounted on payment basis.

k. LEASE:

a) Finance Lease:

Finance lease, which effectively transfer substantially all the risks and benefits incidental to ownershipof the leased assets to the company are capitalized at the fair market value. Lease payments areapportioned between the finance charges and reduction of lease liabilities so as to reflect a constantrate of interest on the remaining balance of the liability. Finance charges are charged to the Profit & Lossaccount.

b) Operating Lease:

Operating lease payments are recognized as an expense in the Profit & Loss account.

l. RESEARCH & DEVELOPMENT:

Expenditures of capital nature are debited to the respective Fixed Assets and depreciated at applicable rateand revenue expenditures are charged to Profit & Loss Account.

m. MISCELLANEOUS EXPENDITURE:

The cost of development of new samples and other Deferred Revenue Expenditures are amortised over aperiod of five years.

The amount of deferred revenue expenditure recognized on account of Present Value by Interest differentialdue to resetting of interest rates in terms of restructuring package approved by IFCI Limited shall be writtenoff and charged to Profit & Loss account to the extent of 6.25% p.a., as the same shall be amortized over aperiod of 16 years i.e. the total number of years stipulated by IFCI Limited for payment of Present Value ofinterest differential.

n. TAXATION:

(i) Provision for current tax is made in accordance with and at the rates specified under the Income Tax Act,1961 as amended.

(ii) In accordance with Accounting Standard 22 - ‘Accounting for taxes on Income’, issued by the Institute ofChartered Accountants of India, the deferred tax for timing differences between the book and taxprofits for the year is accounted for using the tax rates and law that have been enacted or substantivelyenacted as on the balance sheet date.

Deferred tax assets arising from the timing differences are recognized to the extent there is virtualcertainty that the assets can be realized in future.

Net outstanding balance in deferred tax account is recognized as deferred tax liability/asset. The deferredtax account is used solely for reversing timing difference as and when crystallized.

o. IMPAIRMENT OF ASSETS:

The carrying amount of assets, other than inventories, is reviewed at each Balance Sheet date to determinewhether there is any indication of impairment. If any such indication exists, the recoverable amount of theasset is estimated.

An impairment loss is recognized whenever the carrying of an asset or its cash generating units exceeds itsrecoverable amount. The recoverable amount is greater of the assets net selling price and the value in use

35

which is determined based on the estimated future cash flow discounted to their present values. All impairmentlosses are recognized in compliance with AS-28.

An impairment loss is reversed if there has been a charge in the estimates used to determine the recoverableamount and recognized in compliance with AS-28.

p. GOODWILL:

Acquisition cost of Goodwill is amortised over a period of five years.

q. EXPANSION PROJECT EXPENSES:

All items of direct expenditures in relation to the expansion project being implemented by the company aretreated as preoperative expenditure pending capitalization. Such expenditures are capitalized to variousassets in the year of the commencement of the production of expansion project. Depreciation on assets putto use for expansion as also on capitalized assets is charged in the year of commencement of commercialproduction.

2. Contingent Liabilities not provided for in respect of:(Rs. in lacs)

As at 31.03.2009 As at 31.03.2008

a. Demands against the company not acknowledged as debts. 97.10 62.73

b. Claim pending against the company not acknowledged as debts. 0.70 35.02

c. Import of machinery under EPCG Scheme 258.84 215.01

d. Bank Guarantees 16.34 4.00

3. Capital commitments outstanding (net of advances) and not provided for Rs.1682.31 lacs (previous year 161.20 lacs).

4. Managerial Remuneration(Rs. in lacs)

For the year ended

31.03.2009 31.03.2008

(i) Remuneration 172.42 117.36

(ii) Provident Fund 12.47 8.87

(iii) Perquisites 0.48 0.72

5. As per provisions of Micro, Small and Medium Enterprises Development Act, 2006, the company is required to makepayments to these entities as per the terms of payments agreed upon, subject to the maximum time stipulated inthe Act. In the absence of the required information from the suppliers it could not be ascertained if any amount isoverdue to these entities as on 31 March 2009.

6. Fixed Deposit Receipts with Banks are pledged against guarantees and other facilities availed of by the company.

7. In the opinion of the management, Current Assets, Loans & Advances are approximately of the value stated, ifrealized in the ordinary course of business.

8. Balance in debtors/loans and advances are subject to confirmation.

9. The current liabilities have been shown net of Debit balance of creditors of Rs. NIL (previous year 689.41 lacs). Theclosing balances of creditors are subject to confirmation.

10. Deferred revenue expenditure has been amortised over a period of five years. A sum of Rs. 799.97 lacs has beenamortised for the current year.

11. The company operates in a single business segment i.e. manufacturing of Parabolic/Tapered leaf Spring and has itsproduction facilities and all other assets in India. During the year Domestic Segment revenue is Rs. 51067.21 lacs(previous year Rs. 53980.52 lacs) and International Segment Revenue is Rs. 310.96 lacs (previous year Rs. 138.82 lacs).

12. Gratuity liability is provided on the basis of actuarial valuation.

13. The company has recognized income to the tune of Rs. Nil (previous year Rs. 365.13 lacs) being unbilled revenuetowards price differential on account of increase in input cost.

14. The company has allocated and apportioned during the year a sum of Rs. 1203.89 lacs including depreciation ofRs. 116.29 lacs (previous year Rs. 868.29 lacs including depreciation of Rs. 76.06 lacs) being expenditure incurred



towards Sample Development, based on the technical and costing estimates/ reports. The management is of theview that the company shall be deriving future benefits on this account and hence such expenditure has beenconsidered as Deferred Revenue Expenditure.

15. In compliance to accounting of various exchange contracts under Accounting Standards AS-30 and clarificationissued by the Institute of Chartered Accountants of India from time to time the Mark to Market profit ofRs. 89.71 lacs against forward contracts taken by the company has been provided as foreign exchange gain in theProfit & Loss Account.

16. Debtors includes the debts of wholly on subsidiary company i.e. Jai Suspension Systems Limited to the extent ofRs. 1645.02 lacs.

17. (a) Transaction with the wholly owned subsidiary company - 1949880 Equity Shares for Rs. 194.99 lacs.Amount receivable Rs. 1861.37 lacs.

(b). Related party disclosures:

Names of related parties and nature of related party relationships are as under:

Companies in which the company has substantial Jai Suspension Systems Limitedinterest (i.e. more than 20% in voting power)

Key Management Personnel and their relatives:

(1) Mr. B. S. Jauhar (Chairman)

(2) Mr. R. S. Jauhar (CEO & Executive Director)

(3) Mr P. S. Jauhar (COO & Executive Director)

(4) Mr. S. P. S. Kohli (President & Executive Director)

(5) Mrs. Khem Kaur (W/o Mr. B. S. Jauhar)

(6) Mrs. Sonia Jauhar (W/o Mr. R. S. Jauhar)

(7) Mrs. Kiran Chadha (Relative of Mr. B. S. Jauhar, Mr R. S. Jauhar & Mr P. S. Jauhar)

(8) Mrs. Inder Beer Kaur (W/o Mr. S. P. S. Kohli)

Entities over which key management personnel/their relatives are able to exercise significant influence

(1) Jamna Agro Implemts Pvt. Ltd. ( Mrs. Khem Kaur/ Mr. R. S, Jauhar/ Mr. P.S. Jauhar)

(2) S.W. Farms Pvt. Ltd. (Mrs. Sonia Jauhar/R. S. Jauhar)

(3) Nirwana Yoga Pvt. Ltd. (Mrs. Kiran Chadha)

(4) MAP Auto Ltd. (Mr. B. S. Jauhar/ Mr. R. S. Jauhar/ Mr. P. S. Jauhar)

Transactions with key management personnel / relatives of key management personnel

Name Nature of transaction Volume of transactions Receivable /(Payable)during the year ended as at 31.03.200931.03.2009(Rs. in lacs) (Rs. in lacs)

(1) Mr. B. S. Jauhar Rent/ Prior period LTA 4.62 (1.75)

(2) Mr. R. S. Jauhar Remuneration 84.36 -

(3) Mr. P. S. Jauhar Remuneration 84.00 -

(4) Jamna Agro Implemts Pvt. Ltd. Job Work 42.01 (6.69)

(5) S.W. Farms Pvt. Ltd. Rent 12.00 -

(6) Mr. R. S. Jauhar Rent 0.36 (0.72)

(7) Mr. P. S. Jauhar Rent 0.36 (0.72)

(8) Mrs. Kiran Chadha Remuneration 18.00 -

(9) Mrs. Sonia Jauhar Rent 7.20 -

(10) Mrs. Inder Beer Kaur Rent 3.41 -

(11) Jai Suspension Systems Ltd Wholly owned subsidiary 3226.74 1861.37

(12) Mr. S. P. S. Kohli Remuneration 10.58 (0.31)

(13) MAP Auto Ltd. Logistic Transactions 436.79 (34.38)

37

18. The major components of deferred tax liability as on 31.03.2009 and 31.03.2008 are as under:-

(Rs. in lacs)

Particulars As at For the year As at31.03.2009 ended 31.03.2008

31.03.2009

Deferred Tax Liability is on account of the following:-

Depreciation claimed 1675.87 (102.43) 1778.30

Deferred Revenue Expenditure 795.35 137.29 658.06

Less : Deferred Tax Assets

Carry forward Losses 4058.21 464.93 3593.28

Other timing difference

Total : (1586.99) (430.07) (1156.92)

(Rs. in lacs)19. Earning per share (EPS): Year ended Year ended

31.03.2009 31.03.2008(a) Calculation of Weighted Average Number of

Equity Shares of Rs. 10 each

Number of Shares at the beginning of the period 33875792 17701721

Number of Shares at the close of the period 36532047 33875792

Weighted Average Number of Equity Shares 34990863 28738414

During the period

(b) Net Profit/(Loss) for the period attributable to (1639.49) 1606.49

Equity shares (Rupees in lacs)

(c) Basic Earnings (in Rupees) per share (4.69) 5.59

(d) Diluted Earning (for Rupees) per share (4.69) 4.91

20. Previous year figures have been regrouped / rearranged wherever necessary to make them comparable with thoseof current year.

21. ADDITIONAL INFORMATION PURSUANT TO PROVISION OF SCHEDULE VI OF THE COMPANIES ACT 1956.

(i) Particulars in respect of capacity, goods manufactured, turnover and stocks (As certified by management)

A) CAPACITY INSTALLED

As on As on31.03.2009 31.03.2008

1. Auto Parabolic /Tapered Leaf Spring/Loose Leaves (MT) 99000 99000

2. Railway (Spare & Loose Leaves) 2400 2400

3. Agriculture Implements 1000 1000

B) PRODUCTION, TURNOVER & STOCK (As certified by management)(Rs.in lacs)

Unit Opening Stock Production Sales Closing Stock

Qty. Amount Qty. Qty. Amount Qty. Amount

Parabolic Springs/Tapered Leaf Springs/Springs Leaves MT 1228.988 792.08 68011.614 67843.921 51378.17 1396.681 838.59

(628.188) (284.84) (89838.630) (89674.738) (54119.34) (1228.988) (792.08)







C) PARTICULARS OF RAW MATERIAL CONSUMED

(Rs. in lacs)

UNIT QUANTITY VALUE (Rs.)

Spring Steel Flats M.T 73481.893 30792.88

(93838.56) (29243.50)

ii) Value of Imported and Indigenous Raw Material Percentage Stores, Spares & PercentageRaw Material, Stores, Spares & Value ComponentsComponents consumedImported (Rs) 8700.74 28.25 304.77 9.64

(5477.16) (18.73) (16.55) (0.42)

Indigenous (Rs) 22092.14 71.75 2856.30 90.36

(23766.34) (81.27) (3965.14) (99.58)

Stores & Capital Goodsspares and

Components

iii) Value of Import on CIF Basis (Rs) 9976.88 288.34

(8030.08) (0.00)

iv) Earning in Foreign Exchange fromExport of Goods (calculated onFOB Basis) - (Rs.) 256.14

(130.43)

v) Expenditure in Foreign Currency(On cash basis) (Rs)

Traveling 54.46

(80.97)

Others 36.19(20.14)

The figures in brackets pertain to previous year.

39

CASH FLOW STATEMENT AS AT 31 MARCH, 2009(Rs. in lacs)


A. Cash Flow From Operating ActivitiesNet Profit/(Loss) Before Tax & Extra Ordinary Items (2034.28) 2007.66Adjusted for :-Depreciation 940.58 827.80Net Loss/( Profit) on sale of Investment - (90.25)Net Loss/( Profit) on sale of Assets 2.87 7.66Interest Paid 3548.17 2694.14Misc. expenditure written off 799.97 5291.60 457.20 3896.54

Operating Profit before Working Capital Change 3257.33 5904.21Adjusted for :-Inventories 1445.52 (5269.27)Trade Receivables 1312.77 (3641.45)Other Receivables 358.43 (873.96)Trade Payables 1823.63 4368.62Other Payables (558.82) 4381.54 1916.22 (3499.85)

Cash Generated from Operations 7638.87 2404.36Less : Interest Paid 3548.17 2694.14Provision for Tax 35.28 43.25Taxation adj. for previous years - -Previous year expenses 706.42 4289.87 46.41 2783.80Net Cash Generated from Operations 3349.00 (379.45)

B. Cash Flow from Investing ActivitiesAdditions in Fixed Assets (3154.26) (7826.40)Deferred Revenue Expenditure (1203.89) (1822.60)Depreciation included in Deferred Revenue 116.29 76.06Disposal of Fixed Assets 103.03 18.20Disposal of Investment (194.99) 771.23Dividend Received - -Net Cash Flow from Investing Activities (4333.82) (8783.01)

C - Cash Flow from Financing ActivitiesNet Increase in Share Capital 265.69 1966.11Share Premium 1646.90 7856.90Change in other Reserves & Surplus (Due to Amalgamation) 96.71 (5841.30)Opening Deferred Tax of Amalgamated Company - (1314.96)Net Increase in Borrowings (1458.92) 7591.48

Net Cash from Financing Activities 550.37 10258.23Net Change in Cash & Cash Equivalents (434.44) 1095.79Cash & Cash Equivalents Closing Balance 1300.77 1735.21

Cash & Cash Equivalents Opening Balance 1735.21 (434.44) 639.42 1095.79

For and on behalf of the Board of Directors(R. S. Jauhar) (P. S. Jauhar) (Gautam Mukherjee) (Praveen Lakhera)CEO & Executive Director C O O & Executive Director President - Finance Company Secretary

& Head Legal

AUDITORS’ CERTIFICATE

We have verified the above Cash Flow Statement of Jamna Auto Industries Limited is derived from the audited financialstatements for the year ended 31 March, 2009 and found the same to be drawn in accordance with the requirements of Clause32 of the listing agreements with Stock Exchanges.

As per our report of even date attached

For A.S.G & Associates Goel Garg & Co. A. K. Kalia & AssociatesChartered Accountants Chartered Accountants Chartered Accountants

(Amar Jeet Singh) (S. C. Garg ) (Anil K. Kalia)Partner Partner Proprietor




BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE:

I REGINSTRATION DETAILS

Registration Number 4 4 8 5 State Code 0 5

Balance Sheet Date 3 1 0 3 2 0 0 9

Date Month Year

II Capital raised during the year (Rs. in thousands)

Public Issue Nil Right Issue Nil

Bonus Issue Nil Private Placement 2 6 5 6 3

III Position of Mobilisation and Deployment of Funds (Rs. in thousands)

Total Liabilities 2 8 4 8 9 6 0 Total Assets 2 8 4 8 9 6 0

Sources of Funds

Paid-up Capital 4 0 0 2 9 1 Reserves & Surplus 8 3 6 8 5 5

Secured Loans 1 3 8 2 1 9 9 Unsecured Loans 2 2 9 6 1 6

Application of Funds

Net Fixed Assets 1 5 2 5 2 5 8 Investments 7 2 1 9 9

Net Current Assets 2 9 3 2 3 2 Misc. Expenditure 2 3 3 9 9 5

Accumulated Losses 5 6 5 5 7 7 Deferred Tax 1 5 8 6 9 9

IV Performance of Company (Rs. in thousands)

Sales & Other Income 5 2 1 7 3 7 5 Total Expenditure 5 4 2 0 8 1 3

Profit Before Tax (2 0 3 4 2 8 ) Profit After Tax (1 6 3 9 4 9)

Earning per Share (in Rs.) (4 . 6 9) Dividend Rate (%) Nil

V Generic Names of Three Principal Products / Services of Company (as per monetary terms)

Item Code No. (ITC Code) : 7 3 2 0 . 0 0

Product Description : SPRING & LEAVES FOR SPRINGS OF IRON STEEL


Product Description : PARTS OF MOTORS VEHICLES

For and behalf of the Board of Directors

(R. S. Jauhar) (P. S. Jauhar) (Gautam Mukherjee) (Praveen Lakhera)CEO & Executive Director C O O & Executive Director President - Finance Company Secretary &

Head Legal


41

Nil (Previous year Nil)




STATEMENT PURSUANT TO SEC. 212 OF THE COMPANIES ACT, 1956, RELATED TO SUBSIDIARYCOMPANY

Name of Subsidiary Jai Suspension Systems Ltd

1. Financial Year of the Subsidiary ended on 31 March 2009

2. Shares of Subsidiary held by company on above date:

(a) Number and face value 1999900 Equity Shares of Rs. 10each (Previous year - 50020 Equity Shares)

(b) Extend of Holding 100% (Previous year – 100 %)

3. Net Aggregate amount of profits of the Subsidiary for the abovefinancial year of the Subsidiary so far as they concern member ofthe company:

(a) Dealt with in the Accounts of the company for the periodended 31 March, 2009

(b) Not dealt within the Accounts of the company for the periodended 31 March, 2009

4. Net Aggregate amount of profits for previous financial year of theSubsidiary, since it become a Subsidiary so far as they concernmembers of the company:

(a) Dealt with in the Accounts of the company for the periodended 31 March, 2009

(b) Not dealt within the Accounts of the company for the periodended 31 March, 2009


(R. S. Jauhar) (P. S. Jauhar) (Gautam Mukherjee) (Praveen Lakhera)CEO & Executive Director C O O & Executive Director President - Finance Company Secretary &

Head Legal




DIRECTORS’ REPORT

Dear Members,

It gives us great pleasure to present the 8th Annual Report of the company to share with you key developments during theyear ended 31 March, 2009:

Financial Results:(Rs in lacs)

Particulars Year ended31.03.2009

Gross Sales 2928.97

PBIDT 489.68

Finance cost 6.08

PBDT / Cash Profit 483.60

Depreciation & others 57.39

PBT 426.21

Provision for current tax 10.47

Provision for deferred tax 30.60

PAT 385.14

Previous year adjustment (0.03)

Balance brought forward —

Profit available for appropriation 385.17

Balance carried to Balance Sheet 385.17

During the year under review the commercial activity at the company’s Pantnagar (Uttarakhand) plant commenced. The Plantprimarily caters to the requirements of Tata Motors Limited (for its ACE, a mini truck model) and Ashok Leyland Limited who haveset up manufacturing facilities at Pantnagar. The plant is eligible for 100% deduction of the profit for the first 5 years and 30%deduction for the next 5 years under the provisions of Section 80-IC of the Income Tax Act, 1961.

The company registered gross sales of Rs 2928.96 lacs and earned net profit of Rs. 385.14 lacs. The company has paid noncompete fee of Rs. 500 lacs to the holding company for not selling parabolic or tapered leaf springs to Tata Motors Limited,Uttarakahand Plant or setting up a plant in Uttarakhand.

In view of the initial stages of company’s commercial activities and future expansion programme, your directors are notrecommending dividend payment for 2008-09.

Fixed Deposit:

During the period under review, your company has not accepted any public deposits.

Energy, Technology Absorption & Foreign Exchange:

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosures ofparticulars in the Report of the Board of Directors) Rules, 1988 are set out in Annexure ‘A’ and form an integral part of this report.

Particulars of Employees:

Mr. B. S. Jauhar, Chairman and Managing Director falls under the purview of Section 217 (2A) of the Companies Act, 1956. Duringthe year ended 31 March 2009 the company has paid Rs. 79.16 lacs remuneration to Mr. B. S. Jauhar. However, as per theprovisions of Section 219 (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all members of thecompany excluding the information required under Section 217 (2A) of the Companies Act, 1956, read with the Companies(Particulars of Employees) Rules, 1975, as amended. Any member interested in obtaining such information may write to thecompany at the Registered Office. The said information is also available for inspection at the Registered Office during workinghours up to the date of Annual General Meeting.

Directors:

In accordance with the applicable provisions, Mr. H. S. Gujral retires by rotation at the ensuing Annual General Meeting andbeing eligible, offer himself for re-appointment.

Auditors:

M/s K. Khanna & Company, Chartered Accountants retires at the conclusion of the forthcoming Annual General Meeting andhave confirmed their eligibility and willingness to accept the office, if, re-appointed. The report of the Auditors read with thenotes on accounts being self-explanatory, needs no further clarification.

43

Director’s Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors’ ResponsibilitiesStatement, directors confirm that:

(a) The Annual Accounts for the financial year ended 31 March, 2009 are in conformity with the requirements of theAccounting Standards issued by the Institute of Chartered Accountants of India and no material departure from thesame have been made;

(b) Such Accounting Policies have been selected and consistently applied and judgments and estimates made that werereasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financialyear 31 March, 2009 and of the profit or loss of the company for that period;

(c) Proper and sufficient care was taken for maintenance of adequate accounting records maintained in accordance withthe provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing & detectingany form of fraud and other irregularities;

(d) The Annual Accounts for the financial year ended 31 March, 2009 have been prepared on a going concern basis.

Appreciation:

We express our sincere appreciation and gratitude to all the employees, bankers and the holding company.

For and on behalf of the Board

New Delhi (B. S. Jauhar)August 28, 2009 Chairman & Managing Director

ANNEXURE “A” TO THE DIRECTORS’ REPORTDisclosure of Particulars with respect to conservation of energy, technology absorption and foreign exchange outgo andearning as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

A. CONSERVATION OF ENERGYa) Energy conservation measures taken: Nil

b) Additional investment and proposal, if any, being implemented for reduction of energy: Nil

c) Impact of the measures at (a) & (b) above for reduction of energy consumption and consequent impact on the costof production: Nil

d) Total energy consumption & energy consumption per unit of production as per Form A of the Annexure II inrespect of industries specified in the schedule thereto: Not Applicable.

B. RESEARCH & DEVELOPMENT

a) Specific areas in which R&D is carried out by the company: Nil

b) Benefits derived as a result of R&D.

The company is taking advantage of R & D activities carried on by the holding company.c) Future Plan of Action. No immediate future plans.d) Expenditure on R&D:

i) Capital/Deferred Revenue : Nil (Nil)ii) Recurring : Nil (Nil)iii) Total : Nil (Nil)iv) Total R&D expenditure as percentage of Total Turnover : Nil (Nil)

C. TECHNOLOGY ABSORBTION & CONTINUOUS IMPROVEMENT

a) Technology Absorption, adaptation and innovation : Not Applicable

b) Benefits derived as a result of the above efforts.

c) Technology imported (For the manufacture of Leaf Springs)i) Year of import : Nilii) Has technology been fully absorbed : Not applicable.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO:The details of foreign exchange earning and outgo follow as under:-

Foreign exchange used : Nil (Nil)

Foreign exchange earned : Nil (Nil)



AUDITORS’ REPORT

TO THE MEMBERS OF

JAI SUSPENSION SYSTEMS LIMITED

1. We have audited the Balance Sheet of JAI SUSPENSION SYSTEMS LIMITED as at 31 March, 2009 and also the Profit &Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibilitiesof the company’s management. Our responsibility is to express an opinion on these financial statements based onour audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are freeof material mismanagement. An audit includes examining, on test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principles used and significantestimates made by the management as well as evaluating the overall financial statement presentation. We believethat our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 (as amended) (hereinafter called “The Order”) issued bythe Government of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks ofthe books and records of the company as we consider appropriate, we enclose in the Annexure a Statement on thematters specified in the paragraph 4 & 5 of the said Order.

4. Further to our comments in Annexure referred to in paragraph 3 above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purpose of our audit;

b) In our opinion, proper books of accounts, as required by law have been kept by the company so far appearsfrom our examination of those Books;

c) The Balance Sheet and Profit & Loss Account referred to in this report are in agreement with books ofaccounts;

d) In our opinion the Balance Sheet and Profit & Loss account of the company referred to in this report complywith the Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of written representation received from the Directors and taken on record by the Board ofDirectors, we report that none of the Directors is disqualified as on 31 March, 2009 on being appointed as adirector in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956;

f ) In our opinion and to the best of our information and according to the explanations given to us, the saidaccounts, read together with the significant accounting policies and notes thereon, give the informationrequired by the Companies Act, 1956, in the manner so required and give a true & fair view in conformity withthe accounting principles generally accepted in India.

v In the case of Balance Sheet of the state of affairs of the company as at 31 March, 2009 and

v In the case of Profit & Loss Account of the Profit of the company for the year ended on that date.

In terms of our report of even datefor K. Khanna & CompanyChartered Accountants

(Kamal Khanna)Proprietor

GurgaonAugust 28, 2009

45

ANNEXURE TO AUDITORS’ REPORT

REFFERED TO IN PARAGRAPH “3” OF THE AUDITORS’ REPORT TO THE MEMBERS OF “JAI SUSPENSION SYSTEMS LIMITED”ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 March, 2009

(i) (a) The company has maintained proper records of Fixed Assets showing full particulars including quantitativedetails and situations thereof.

(b) The Fixed Assets have been physically verified by the management according to a regular programme ofperiodical verification which in our opinion is reasonable having regard to the size of the company andnature of fixed assets. The discrepancies observed on such verification were not material.

(c) During the year under report, no substantial part of the fixed assets has been disposed off.

(ii) (a) As informed, the inventory of the company at all its locations, except stocks in transit have been physicallyverified by the management at the end of the year or after the year-end. In our opinion, the frequency of suchverification is reasonable having regard to the nature of business and particular circumstances.

(b) In our opinion the company has maintained proper records of inventory showing full particulars includingquantity details and situations thereof. The records are updated as and when the physical verification hasbeen carried out. The discrepancies observed on such physical verification as compared to book records werenot material.

(iii) (a) According to information and explanations given to us, the company has not granted any loans, secured orunsecured, to companies, firms or parties covered under register maintained under Section 301 of the CompaniesAct, 1956. Accordingly, clause 4 (iii) (b) to (d) of the order are not applicable to the company.

(e) As informed to us, the company has taken unsecured loan from one company covered in the register maintainedunder Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 199.02Lacs and the year end balance of loan taken from such party was Rs. 207.35 lacs (including interest).

(f ) In our opinion and according to the information and explanations given to us, the rate of interest and otherterms & conditions for such loan are not prima facie prejudicial to the interest of the company.

(g) In our opinion and according to the information and explanations given to us in respect of loan taken, therepayment of principal amount is as stipulated and payment of interest is also regular.

(h) In our opinion and according to the information and explanations given to us, there is no overdue amountof loan taken from the companies, firms or parties covered under register maintained under Section 301 ofthe Companies Act, 1956.

(iv) In our opinion and according to the information and explanation provided to us, it appears that there are adequateinternal control procedures commensurate with the size and nature of business for the purchase of raw materialsand components, plant & machinery, equipment, other assets and for the sale of goods. During the course of ouraudit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) Based on audit procedures applied by us and according to information and explanations given to us, we are of theopinion that the particulars of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956have been entered into the register required to be maintained under that section. The transaction made pursuanceof such contracts or arrangements have been made at prices which are reasonable having regard to prevailingmarket prices at the relevant time.

(vi) In our opinion and according to the information and explanations provided to us, the company has not acceptedany deposits to which provision of Section 58A and 58AA of the Companies Act, 1956 and rules framed there underare applicable.

(vii) In our opinion and according to the information and explanations provided to us, the company has an internalaudit system commensurate with the size & nature of its business.

(viii) We have broadly reviewed the books of accounts maintained by the company in respect of the products where,pursuant to the Rules made by the Central Government, the maintenance of cost records have been prescribedunder Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accountsand records have been maintained. However, we have not, nor we are required, made a detailed examination of therecords with a view to determining whether they are accurate or complete.



(ix) (a) According to information and explanation given to us and as per records of the company, the company isgenerally regular in depositing the undisputed statutory dues with appropriate authorities like ProvidentFund, Income Tax, Sales Tax, Cess and Service tax etc. and there were no arrears of such dues at the year endwhich have remained outstanding for a period of six months from the date they became payable.

(b) According to information and explanation given to us and as per records of the company, there are noundisputed Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and Service Tax outstanding asat 31.03.2009.

(x) There are no accumulated losses of the company at the end of the financial year. The company has not incurredany cash loss during the year or in the financial year immediately preceding the year under report.

(xi) The company has not defaulted in repayment of dues to financial institution or bank or debenture-holdersduring the year.

(xii) According to the information given to us, the company has not granted any loans and advances on the basis ofsecurity by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/society. Hence, clause (xiii) of Para4 of the order is not applicable.

(xiv) In our opinion, the company is not dealing in or trading in shares, debentures or other investments. Accordingly,clause (xiv) of Para 4 of the order is not applicable.

(xv) The company has not given any guarantee for loans taken by others from Banks or Financial Institutions; henceclause (xv) of Para 4 of the order is not applicable.

(xvi) According to the information and explanations given to us and on the basis of an overall examination of the booksand records of the company, in our opinion, no term loans have been received by the company during the year.

(xvii) According to the information and explanations given to us and on the basis of an overall examination of thebooks and records of the company, in our opinion, there are no funds raised on a short-term basis, which havebeen used for long-term investments and vice-versa.

(xviii) The company during the year has made preferential allotment of 19, 49,880 equity shares to parties and companiescovered in the register maintained under Section 301 of the Act. In our opinion and according to the informationand explanations given to us, the price at which such shares have been issued is not prejudicial to the interest ofthe company.

(xix) The company during the year has not issued any debentures, therefore, clause 4 (xix) of the order regardingcreation of any security is not applicable to the company.

(xx) The company has not raised any money by way of public issues during the year; hence clause (xx) of Para 4 of TheOrder is not applicable.

(xxi) According to the information given to us, no fraud on or by the company has been noticed or reported during theyear.

In terms of our report of even datefor K. Khanna & CompanyChartered Accountants


GurgaonAugust 28, 2009

47

BALANCE SHEET AS AT 31 MARCH, 2009(Rupees)

Schedule As at As at

No. 31.03.2009 31.03.2008

SOURCES OF FUNDS

SHARE HOLDERS’ FUNDShare Capital 1 19,999,000.00 500,200.00Reserves & Surplus 2 38,517,218.29 58,516,218.29 0.00 500,200.00

LOANS FUNDSUnsecured Loans 3 20,734,948.00 20,734,948.00 2,103,883.00 2,103,883.00Deferred Tax Liabilities 3,060,674.00 0.00(Refer Note No 11 of Schedule 18)TOTAL 82,311,840.29 2,604,083.00

APPLICATION OF FUNDSFIXED ASSETSGross Block 4 44,690,744.68 1,051,690.00Less:Depreciation 668,390.43 0.00

Net Block 44,022,354.25 1,051,690.00Capital Work-in-Progress 106,946.00 44,129,300.25 1,520,312.00 2,572,002.00

CURRENT ASSETS, LOAN & ADVANCES

INVENTORY 5 59,137,106.54 0.00

SUNDRY DEBTORS 6 111,585,114.17 0.00

CASH AND BANK BALANCES 7 9,520,820.34 35,800.00

LOANS AND ADVANCES 8 11,918,322.38 0.00

Total Current Assets 192,161,363.43 35,800.00

Less:Current Liabilities & Provisions 9 198,978,823.38 73,999.00

NET CURRENT ASSETS (6,817,459.95) (38,199.00)

MISCELLANEOUS & PRELIMINARY EXPENDITURE 10 45,000,000.00 70,280.00

TOTAL 82,311,840.29 2,604,083.00Accounting Polices,Notes on accounts & contingent 18Liabilities

As per our report of even date

For K. Khanna & CompanyChartered Accountants



(B.S.Jauhar) (R.S.Jauhar) (H.S.Gujral)Chairman & Managing Director DirectorDirector

New DelhiAugust 28, 2009



PROFIT & LOSS ACCOUNTS FOR THE PERIOD ENDED 31 MARCH, 2009(Rupees)

Description Schedule Year ended Year endedNo. 31.03.2009 31.03.2008

INCOME

Sales 11 292,896,592.93 0.00

Other Income 12 148,473.00 293,045,065.93 0.00 0.00

Increase/(Decrease) in stock 13 45,487,624.66 0.00

TOTAL 338,532,690.59 0.00

EXPENDITURE

Purchase of Trading Goods 23,156,280.24

Material,Manufacturing and Operating Expenses 14 209,721,390.04 0.00

Payment to and Provision for Employees 15 7,919,417.55 0.00

Selling & Administration Expeness 16 48,767,242.01 289,564,329.84 0.00 0.00

Profit before Depreciation, Interest & Tax 48,968,360.76 0.00

Financial Expenses 17 607,932.03 0.00

Profit before Depreciation 48,360,428.73 0.00

Depreciation 668,390.43 0.00

Profit After Depreciation 47,692,038.29 0.00

Preliminary/Defered Revenue Expenses w/off 5,070,280.00 0.00

Profit before Tax 42,621,758.29 0.00

Provision for Income Tax 4,770,000.00 0.00

MAT Credit Entitlement (4,258,138.00) 0.00

Provision for Fringe Benefits Tax 535,000.00 0.00

Provision for Deferred Tax (Refer Note No 11 of Schedule 18) 3,060,674.00 0.00

Profit After Tax 38,514,222.29 0.00

Income Tax adjustment of earlier year 0.00 0.00

Add/Deduct prior year Expenses/Income (Net) (2,996.00) 0.00

Profit available for appropriation 38,517,218.29 0.00

Balance of Profit/Loss for earlier years 0.00 0.00

Balance Carried to Balance Sheet 38,517,218.29 0.00

Significant Accounting Polices, 18

Notes to accounts & contingent liabilities







49

SCHEDULES(Rupees)

As at As at 31.03.2009 31.03.2008

SCHEDULE-1

SHARE CAPITAL

Authorised20,00,000 Equity Shares of Rs.10 each 20,000,000.00 20,000,000.00(Previous year 20,00,000 Equity Shares of Rs. 10 each)

20,000,000.00 20,000,000.00Issued & Subscribed Capital19,99,900 Equity Shares of Rs.10 each 19,999,000.00 500,200.00( Previous year 50,020 Equity Shares of Rs.10 each )

Paid Up Share Capital19,99,900 Equity Shares of Rs.10 each 19,999,000.00 500,200.00( Previous year 50,020 Equity Shares of Rs.10 each )Total 19,999,000.00 500,200.00

SCHEDULE-2


Profit & Loss Account 38,517,218.29 0.00

Total 38,517,218.29 0.00

SCHEDULE-3

UNSECURED LOANS

Jamna Auto Industries Ltd. Malanpur 20,734,948.00 0.00

Jamna Auto Industries Ltd. Yamuna Nagar 0.00 2,103,883.00

Total 20,734,948.00 2,103,883.00

SCHEDULE-4FIXED ASSETS


During the year

Particulars As at Additions Deductions As at Up to For the Adjustment Upto As at As at01.04.2008 31.03.09 31.03.08 Year 31.03.09 31.03.09 31.03.08

Land 1,051,690.00 5,350,743.98 - 6,402,433.98 - - - - 6,402,433.98 -

Building - 15,959,330.08 - 15,959,330.08 - 207,629.33 - 207,629.33 15,751,700.75 -

Plant & Machinery - 21,505,874.32 - 21,505,874.32 - 440,502.55 - 440,502.55 21,065,371.78 -

Furniture & Fixtures - 499,873.30 - 499,873.30 - 5,988.46 - 5,988.46 493,884.83 -

Vehicles - 38,870.00 - 38,870.00 - 1,912.08 - 1,912.08 36,957.92 -

Computer & Software - 284,363.00 - 284,363.00 - 12,358.00 - 12,358.00 272,005.00 -

Total 1,051,690.00 43,639,054.68 - 44,690,744.68 - 668,390.43 - 668,390.43 44,022,354.25 -

Previous Year - 1,051,690.00 - 1,051,690.00 - - - - 1,051,690.00 -

Capital Work in Progress 1,520,312.00 106,946.00 1,520,312.00 106,946.00 - - - - 106,946.00 2,572,002.00

Note : Capital work in progress for the year includes Furniture in Transit.Capital work in progress for last year includes Preoperative Expenses of Rs.5,38,130



SCHEDULES(Rupees)

As at As at 31.03.2009 31.03.2008

SCHEDULE-5

CURRENT ASSETS, LOANS & ADVANCES

A. CURRENT ASSETS

INVENTORIES (as taken, valued andcertified by the management)

Raw Material 7,141,089.15 0.00

Stores including Components and Spares 2,432,186.72 0.00

Goods In Transit 4,076,206.00 0.00

Finished Goods 37,007,430.66 0.00

Traded Goods 8,480,194.00 0.00

Total 59,137,106.54 0.00

SCHEDULE-6

SUNDRY DEBTORS :(Unsecured- Considered Good)

a. Debts outstanding for a period

exceeding 6 months 0.00 0.00

Less Bad Debts Written Off 0.00 0.00

b. Less than Six months 111,585,114.17 0.00

Total (B) 111,585,114.17 0.00

SCHEDULE-7

CASH AND BANK BALANCES(A) Cash and Cheques in hand 4,754,062.88 200.00(B) Bank Balances 4,681,757.46 30,600.00(C) Fixed Deposit with Bank 85,000.00 5,000.00

[FDR Pledged with Sales Tax Department]

Total 9,520,820.34 35,800.00

SCHEDULE-8

LOANS AND ADVANCES(A) (Unsecured and considered good)

Advance recoverable in cash or in kindor value to be received/or to be adjusted 3,193,464.38 0.00

(B) Security Deposits with others 359,614.00 0.00

(C) Deposits with Electricity Department 175,000.00 0.00

(D) Security Deposits with Sales Tax Department 125,000.00 0.00

(E) Inter Corporate Deposit ( Including Interest Accrued) 2,582,894.00 0.00

(F) Advance Fringe Benefit Tax 1,200,000.00 0.00

(G) MAT Credit Entitlement 4,258,138.00 0.00

(H) TDS Recoverable 24,212.00 0.00

Total 11,918,322.38 0.00

51

SCHEDULES(Rupees)


SCHEDULE-9

CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIESSundry Creditors (Net) 186,807,947.76 35,545.00

Advances from Customers 434,568.62 0.00Other Liabilities 5,931,778.00 38,454.00

PROVISIONSProvision for Income Tax 4,770,000.00 0.00Provision for Fringe Benefit Tax 535,000.00 0.00

Provision for Gratuity 304,297.00 0.00

Provision for Leave Encashment 195,232.00 0.00Total 198,978,823.38 73,999.00

SCHEDULE-10Deferred Revenue Expenditure/ Preliminary ExpensesOpening Balance 70,280.00 70,280.00

Add: Addition during the year 50,000,000.00 0.00

50,070,280.00 70,280.00Less Written off during the Year 5,070,280.00 0.00

45,000,000.00 70,280.00

Total 45,000,000.00 70,280.00

SCHEDULE-11

SalesSales Domestic 281,039,515.91 0.00

Sale Scrap 0.00 0.00

Total Sales 281,039,515.91 0.00Less : Sales Return/Rate Difference 6,066,349.20 274,973,166.71 0.00 0.00

Sales Traded Goods 17,923,426.22Total 292,896,592.93 0.00

SCHEDULE-12

OTHER INCOME

Interest Income 110,819.00 0.00

Sales Scrap- Misc. 37,654.00 0.00

Total 148,473.00 0.00

SCHEDULE-13

INCREASE/DECREASE IN STOCKSCLOSING STOCKClosing: Finished goods 37,007,430.66 0.00

Traded Goods 8,480,194.00 0.00

45,487,624.66 0.00Opening: Finished goods 0.00 0.00

Traded Goods 0.00 0.000.00 0.00

45,487,624.66 0.00



SCHEDULES(Rupees)


SCHEDULE-14MATERIAL, MANUFACTURING & OPERATING EXPENSES(A) RAW MATERIAL CONSUMED

Opening Stock 0.00 0.00Add: Purchases 193,058,841.24 0.00

193,058,841.24 0.00Less: Closing Stock 7,141,089.15 185,917,752.09 0.00 0.00

MANUFACTURING EXPENSESStores, Components & Spares Consumed 23,230,875.95 0.00Power & Fuel 415,083.00 0.00Machinery Repairs 157,679.00 23,803,637.95 0.00 0.00Total 209,721,390.04 0.00

SCHEDULE-15


Salaries & Wages 6,897,357.55 0.00Contribution to Provident and other Funds 860,065.00 0.00Employees Welfare Expenses 161,995.00 0.00

Total 7,919,417.55 0.00

SCHEDULE-16

ADMINISTRATIVE AND OTHER EXPENSESAdministrative ExpensesRent, Rates and Taxes 573,934.00 0.00Insurance Exp. 7,410.00 0.00Vehicle Running & Maintenance 22,525.00 0.00Other Repairs 7,737.00 0.00Travelling and Conveyance 568,517.00 0.00Postage, Telegram & Telephone Expenses 100,520.37 0.00Printing & Stationery 55,179.00 0.00Security Charges 30,701.00 0.00Professional & Consultancy Charges 190,638.00 0.00General Expenses 68,397.50 0.00Sundry Balance written off (1,337.16) 1,624,221.71 0.00 0.00Payment to AuditorsAudit Fee 176,480.00 0.00Tax Audit Fee 44,120.00 0.00Certification Work 1,685.00 222,285.00 0.00Selling and Distribution ExpensesSales Promotion and Advertisement 6,264,152.11 0.00Selling Expenses,Discounts & Rebates 39,971,922.19 0.00Freight,Forwarding and Packing 684,661.00 46,920,735.30 0.00 0.00

Total 48,767,242.01 0.00

SCHEDULE-17

FINANCIAL EXPENSESInterest on Unsecured Loan 586,504.00 0.00Interest /Bank Charges 21,428.03 0.00

Total 607,932.03 0.00

53

SCHEDULE 18: SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS

1. SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Accounting:

The financial statements are prepared under the historical cost convention, in accordance with generally acceptedaccounting principles, mandatory accounting standards and the provisions of the Companies Act, 1956 as adoptedconsistently by the company.

Accounting policies not specifically referred to, otherwise are consistent with generally accepted accounting principlesand followed by the company.

b) Revenue Recognition:

Revenue from the sale of goods is recognised at the point of despatch of finished goods to the customers. Sale isaccounted for net of returns on receipt of the rejected material. All expenses & revenue are accounted for on accrual basis,except lease rent on lease hold land acquired in earlier year for which the lease rent is yet to be fixed by the relevantauthority. Leave travel assistant to employees are accounted for on payment basis.

c) Fixed Assets and Depreciation:

Fixed assets are stated at cost of acquisition or construction/installation and also the preoperative expenses/ otherattributable expenses incurred upto the date of start of commercial production less accumulated depreciation. Depreciationon Fixed Assets (other than leasehold land, which is not amortised) is provided at the rates and in the manner providedby Schedule XIV to the Companies Act, 1956 under the straight line method.

d) Inventories:

Raw material and stores (including components and spares) are valued at cost and finished goods are valued at lower ofcost, which includes cost of production and overheads, or net realizable value.

e) Sales

Sales comprise of goods (net of returns), scrap and waste.

f) Employees Retirement Benefits

Contributions made towards Provident Fund (under the Employees Provident Fund and Miscellaneous Provisions Act,1952) are charged to the Profit and Loss Account.

Provision of Gratuity is made during the year and accordingly charged to Profit & Loss account on the basis of actuarialvaluation carried out by an approved actuary.

Provision is made in the accounts for value of unutilized leaves due to employees at the end of each year.

g) Borrowing Cost

Borrowing cost attributable to acquisition, construction or production of qualifying assets (assets which requiressubstantial period of time to get ready for its intended use) is capitalized as part of the cost of such assets. All otherborrowing costs are charged to revenue.

h) Excise Duty

The Unit of the company is exempted from excise duty vide notification no 50/2003 dated 10-6-2003 of central Governmentfor a period of 10 Years from the date of start of commercial production.

i) Miscellaneous Expenditure

Preliminary expenses are written off to Profit & Loss Account in full on the start of commercial production and deferredrevenue expenses are written off to the Profit and Loss Account in five equal installments (on pro rata basis from thedate of commencement of commercial production).

j) Pre-operative Expenses

All expenditure in relation to the project being implemented by the company is treated as preoperative expenditure tillthe start of commercial production. Such expenditure is allocated to various assets on start of commercial production.

k) Impairment of Assets

The carrying amounts of assets, other than inventories are reviewed at each balance sheet date to determine whetherthere is any indication of impairment. If any such indication exits, the recoverable amount of the asset is estimated.



An impairment loss is recognized whenever the carrying amount of an asset or its cash generating units exceeds itsrecoverable amount. The recoverable amount is the greater of the asset’s net selling price and the value in use which isdetermined based on the estimated future cash flow discounted to their present values. All impairment losses arerecognized in compliance with AS-28

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amountand recognized in compliance with AS-28.

l) Taxation

The provision for income tax is made as per provisions of Income Tax Act, 1961.

In accordance with the provisions of Accounting Standard 22 – ‘Accounting for Taxes on Income,’ issued by the Instituteof Chartered Accountants of India, the deferred tax for timing differences between the books and tax profits for the yearis accounted for using the tax rates and the law that have been enacted or substantively enacted on the balance sheetdate.

Deferred tax assets arising from the timing differences shall be accounted for only in the case there is virtual certaintythat the asset can be realized in future.

Net outstanding balance in deferred tax account is recognized as deferred tax asset/liabilities. The deferred tax accountis used solely for reversing timing difference as and when crystallized.

2. NOTES ON ACCOUNTS

1. Contingent Liabilities not provided for: NIL

2. Estimated capital commitments outstanding (net of advances) and not provided for Rs. Nil (Previous year Rs. Nil).

3. An amount of Rs. 3, 04,297 (Previous year NIL) has been charged to the Profit & Loss Account in respect of retiringgratuities. The total future liabilities for retiring gratuities payable in accordance with the Gratuity Act and theCompanies Rules has been actuarially determined as on 31 March, 2009.

However, the company has valued the retiring gratuity by considering the joining date for certain employees,transferred from group companies, as the date of joining in the Group.

4. Pursuant to Section 16(1A) of the payment of Bonus Act, 1965, no provision of bonus has been made, as this beingthe first year of establishment of the business of the company.

5. The newly set up unit of the company at Pant Nagar is eligible for 100% deduction of the profit of the saidundertaking for first 5 years and 30% for the next 5 years from the year of set up of the undertaking as perprovisions of section 80-IC of the Income Tax Act,1961. The profit on trading/other activities of the company istaxable as per the other provisions of the Income Tax Act, 1961.

However, the company is liable for Minimum Alternate Tax (MAT) as per the Income Tax Act, 1961 for which thenecessary provision is made in the books of accounts. MAT credit available to the company in future years isrecognized as asset under Loans & Advances as ‘MAT Credit Entitlement’ and shall be utilized/ adjusted in the futureyears.

6. The company has paid Rs. 500 lacs to Jamna Auto Industries Ltd. (Holding company) as non compete fee which hasbeen recognized as “Deferred Revenue Expenses” and is being written off @ 1/5 each year on pro-rata basis fromthe date of commencement of commercial production of its unit at Pant Nagar. The Management is of the view, thatthe company shall be deriving future benefits on this account and hence such expenditure has been consideredas deferred revenue expenditure.

7. The company has allocated entire “Pre-operative Expenses” including Pant Nagar & Chennai incurred upto the dateof start of commercial production i.e 16 October, 2008 amounting to Rs 70, 33,111 to the Fixed Assets as per AS-10issued by ICAI.

55

(Amount in Rs.)

Particulars 2008-09 2007-08

Opening Balance(A) 538130 1567767

Add: Expenditure during the period

Salaries, Wages & Bonus 5452497 Nil

Workman and Staff Welfare Expenses 24032 Nil

Travelling & Conveyance 230689 15056

Legal & Professional Charges 19665 Nil

Audit Fee Nil 8427

Bank Charges 2842 550

Interest on Unsecured Loans 576629 Nil

Printing & Stationery 6518 Nil

Rent Rates & Taxes 126912 19000

Miscellaneous Expenses 8535 Nil

Communication Expenses 19882 Nil

Security Expenses 26780 Nil

Total Expenses during the period (B) 6494981 43033

Total (A+B) 7033111 1610800

Less: Capitalized to the Fixed Assets during the year 7033111 1072670

Closing Balance Nil 538130

8. The company has charged depreciation on plant and machinery on single shift basis on pro-rata basis for the year.Depreciation on fixed assets other than Lease-hold Land is provided at the rate and in the manner provided bySchedule XIV to the Companies Act, 1956 under the straight line method.

9. Security Deposit with Sales Tax Department includes an amount of Rs.30,000 as NSCs purchased in the name of oneof the Directors of the company and pledged with Sales Tax Department, Rudrapur.

10. Pursuant to The Micro, Small & Medium Enterprises Development Act, 2006, (MSMED Act 2006) the name(s) of thesupplier(s) to whom the company owe a sum exceeding Rs. 1.00 lac which is outstanding for more than 45 days ason 31-03-2009 have not been furnished in view of insufficient information from the suppliers regarding theirstatus as MSME unit hence amount overdue to such enterprises as on 31-03-2009 cannot be ascertained. However,no specific claims have been received for interest from suppliers.

11. In compliance with the Accounting Standard –22 relating to “Accounting for Taxes on Income” the deferred taxliability has been provided as per details below:

Particulars 2008-09 2007-08

Deferred Tax Liabilities

Differences in depreciation and other differences in block of

fixed assets as per tax books and financial books 1361310 Nil

Effect of Deferred revenue expenditure as per tax booksand financial books 1699500 Nil

Gross Deferred Tax Liabilities 3060810 Nil

Deferred Tax Assets

Effect of Expenditure debited to Profit & Loss account in thecurrent year but allowed for tax purposes in following years Nil

i. Provision for Gratuity 103430 Nil

Gross Deferred Tax Assets 103430 Nil

Net Deferred Tax Liability 2957380 Nil



12. Segment Reporting:

i) Information about Business Segment (for the year 2008-09)

The company operates in a Single Primary Segment (business segment) i.e. Tapered Leaf Springs/ ParabolicSprings.

ii) Secondary Segment (Geographical Segment)

Company’s operating facilities and all other assets are located in India.

There is no separate reportable segment as per Accounting Standard 17 for “Segment Reporting” issued byThe Institute of Chartered Accountants of India.

13. As required by Accounting Standard – AS 18 “Related party disclosures” issued by the Institute of CharteredAccountants of India, following are the names and nature of related parties (As identified by the Management) :

A. Company that control the reporting enterprise Nature of Association

1. Jamna Auto Industries Ltd. Holding Company

B. Key Management Personnel and their relatives:

1. Mr B.S.Jauhar (Chairman & Managing Director)

2. Mr. Randeep Singh Jauhar (Director)

3. Mr. Pradeep Singh Jauhar (s/o Mr. B.S. Jauhar)

C. Entities over which key management personnel/ their relatives are able to exercise significant influence with whichtransactions have taken place during the year:

1. Map Auto Ltd.

Transactions with key management personnel / relative of key management personnel

Name Nature of Transaction Volume of Receivables /(Payables)transaction as at 31/03/2009during the (Rs. in lacs)

period ending31/03/09

(Rs. in lacs)

Mr. B.S. Jauhar Remuneration 79.16 —

Jamna Auto Industries Ltd. Purchases 2245.35 (1654.02)Sales 0.29

Fixed Assets Purchased 19.58

Re-imbursement of Expenses 29.79Interest Paid 11.45

Non Compete Fee Paid 500.00

Transfer of Liabilities 26.27

Jamna Auto Industries Ltd. Share Capital Received 194.99

Jamna Auto Industries Ltd. Unsecured Loan Received 199.02 (207.35)

Map Auto Ltd. Service Charges 103.73 (10.19)Commission Paid 17.10

Purchase (Furniture) 4.70

(Incl. in Transit)Purchase (Material) 0.01

Re-imbursement of Expenses 0.12

Transfer of Liabilities 0.43

57

14. Earning Per Share (EPS)Year ended Year ended

31/03/2009 31/03/2008Calculations on Weighted Average Numberof Equity share of Rs.10 eachNumber of share at the beginning of the period 50020 50020

Number of share at the close of the period 1999900 50020Weighted average Number of shares during 479020 50020the periodNet Profit for the period attributable to 38550756 NILEquity Shares (in Rupees)

Basic and Diluted Earning (in Rupees) per share 80.48 NIL

15. Remuneration to Chairman & Managing Director Current year Previous year(Rs.) (Rs.)

Gross Remuneration 7314000 NIL

Contribution to Provident and other funds 602400 NIL

16. Installed Capacity & Actual Production(As certified by the Management and not verified by the Auditors being a technical matter)

In M.T.’sInstalled ActualCapacity Production

Parabolic Springs / Tapered Leaf Springs 20000 3422.09(Nil) (Nil)

17. Stocks and Turnover (Manufactured Goods)Rs. in lacs

Class of Goods Opening Stock Production Sales Closing Stock(Finished Goods) (Finished Goods)


Parabolic/Tapered Nil Nil 448057 358736 2749.73 89321 370.04

Leaf Springs (Nil) (Nil) (Nil) (Nil) (Nil) (Nil) (Nil)

18. Particulars of Raw Material Consumed (Rs. in lacs)

Unit Quantity Amount Rs.

Spring Leaves MT 3422.09 1859.18

19. Stocks and Turnover (Traded Goods) (Rs. in lacs)

Class of Goods Opening Stock Purchases Sales Closing StockQty. Amt Qty. Amt Qty. Amt Qty Amt

Nos Nos Nos Nos

Parabolic Springs/Tapered Nil Nil 49802 222.47* 30590 179.23 19212 84.83

Leaf Springs (Nil) (Nil) (Nil) (Nil) (Nil) (Nil) (Nil) (Nil)

*Exclusive of Freight & Handling Charges.



20. Information regarding Import and other matters: (Rs. in lacs)Current Previous

year yeara. CIF value of Imports Nil Nil

b. Expenditure in Foreign Currency Nil Nil

c. Value/Quantity of imported & indigenous

Raw Material, Stores & Components Consumed.

i) Raw Material

Imported

Value (Rs) Nil Nil

IndigenousValue (Rs) 1859.18 Nil

Percentage of total consumption

Imported Nil Nil

Indigenous 100% Nil

ii) Stores & Spare PartsImported Nil NilIndigenous 232.31 NilPercentage of total consumptionImported Nil NilIndigenous 100 % Nil

Note: The consumption figures have been derived from the quantitative details available in respect of openingstock, closing stock and purchases made , consumption figures shown after adjusting excesses and shortageon physical count and certain estimates and assumptions made by the management and relied upon bythe auditors.

d. Earnings in Foreign ExchangeExport of Goods (FOB Basis) Nil Nil

21. Previous year figures have been regrouped wherever necessary.







59

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE:

I REGINSTRATION DETAILS

Registration Number 044847 State Code 18

Balance Sheet Date 31 03 2009

Date Month Year

II Capital raised during the year (Rs. in thousands)

Public Issue Nil Right Issue Nil

Bonus Issue Nil Private Placement 19498

III Position of Mobilisation and Deployment of Funds (Rs. in thousands)

Total Liabilities 82312 Total Assets 82312

Sources of Funds

Paid-up Capital 19999 Reserves & Surplus Nil

Secured Loans Nil Unsecured Loans 20735

Application of Funds

Net Fixed Assets 44129 Investments Nil

Net Current Assets (6817) Misc. Expenditure 45000

IV Performance of Company (Rs. in thousands)

Sales & Other Income 293045 Total Expenditure 254531

Profit Before Tax 42622 Profit After Tax 38514

Earning per Share (in Rs.) 80.48 Dividend Rate (%) Nil

V Generic Names of Three Principal Products / Services of Company (as per monetary terms)

Item Code No. (ITC Code) : 732000

Product Description : PARABOLIC / TAPERED SPRING


Product Description : PARTS OF MOTORS VEHICLES







Jamna Auto Industries Limited (Consolidated)


AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

TO THE BOARD OF DIRECTORS OF JAMNA AUTO INDUSTRIES LIMITED

1. We have examined the attached Balance Sheet of JAMNA AUTO INDUSTRIES LIMITED and its wholly owned subsidiary for theyear ended March 31, 2009 and the Consolidated Profit & Loss Account for the year then ended annexed thereto and theConsolidated Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of thecompany’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. These standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are prepared,in all material respect , in accordance with an identified financial reporting framework and are free of material misstatement.An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.An audit also includes assessing the accounting principles used and significant estimates made by management, as wellas evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for ouropinion.

3. We have not audited the financial statements of subsidiary company and the same has been audited by other auditorswhose report has been furnished to us, and our opinion, in so far it relates to the amounts included in respect ofsubsidiary are based solely on the report of other auditors.

4. The financial statements of subsidiary JAI SUSPENSION SYSTEMS LIMITED have been audited by M/S K. Khanna &Company, whose financial statements reflect total assets of Rs. 823.12 lacs and total revenue Rs. 2930.45 lacs as on 31st

March 2009.

5. We report that consolidated financial statements have been prepared by the company in accordance with the requirementsof Accounting Standard (AS) 21 on Consolidated Financial Statements, issued by the Institute of Chartered Accountantsof India and on the basis of the separate audited financial statements of Jamna Auto Industries Limited and its subsidiaryincluded in the consolidated financial statements.

6. On the basis of information and explanation given to us together with note 1(e) in Schedule 18 of the consolidatedaccounts and on the consolidation of separate audit report on individual audited financial statements of the companyand its subsidiary, we are of the opinion that the said consolidated financial statements give a true and fair view inconformity with the accounting principals generally accepted in India.

a) In the case of the Consolidated Balance Sheet , of the Consolidated state of affair of the Company and itssubsidiary as at 31 March 2009.

b) In the case of the Consolidated Profit and Loss Account, of the consolidated results of operations of the companyand its subsidiary for the year ended on that date : and

c) In case of the Consolidated Cash Flow Statement, of the consolidated cash flow of the company and its subsidiaryfor the year ended on that date.

For A S G & Associates For Goel Garg & Co. For A. K. Kalia & AssociatesChartered Accountants Chartered Accountants Chartered Accountants



61

CONSOLIDATED BALANCE SHEET AS AT 31 MARCH, 2009(Rs. in lacs)

Schedule As at As atNo. 31.03.2009 31.03.2008

SOURCES OF FUNDS

SHARE HOLDERS’ FUND

Share Capital 1 4002.91 3737.22

Reserves & Surplus 2 8371.55 12374.46 6627.94 10365.16

LOANS FUNDS

Secured Loans 3 13821.98 13952.57

Unsecured Loans 4 2296.16 16118.14 3624.49 17577.06

TOTAL 28492.60 27942.22

APPLICATION OF FUNDS

FIXED ASSETS

Gross Block 5 19361.13 17837.85

Less:Depreciation 9267.32 8249.62

Net Block 10093.81 9588.23

Capital Work-in-progress 5600.07 15,693.88 3698.56 13286.79

INVESTMENTS 6 525.00 525.00

Deferred Tax - Assets ( Ref. Note 18 Sch. 18) 1553.61 1156.92

CURRENT ASSETS, LOANS & ADVANCESInventories 7 6468.08 7322.24

Sundry Debtors 8 5925.37 7776.31

Cash and Bank Balances 9 1395.97 1735.58

Loans and Advances 10 1660.57 2,085.78

15449.99 18919.90

Less:Current Liabilities & Provisions 11 12793.20 11192.99Net Current Assets 2656.78 7726.91

MISCELLANEOUS EXPENDITURE 17A 2789.96 1936.74

(To the extent not written off/adjusted)

Balance in Profit & Loss Account 5273.37 3309.86

TOTAL 28492.60 27942.22

Significant Accounting Policies and Notes on accounts 18







CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH, 2009(Rs. in lacs)

Schedule Year ended Year endedNo. 31.03.2009 31.03.2008

INCOMESales 12 52062.08 54119.34

Less:Excise Duty & Cess paid 6132.87 7416.28Net Sales 45929.21 46703.06

Other Income 13 797.06 46726.27 340.82 47043.88

Total 46726.27 47043.88

EXPENDITUREMaterial, Manufacturing & Operating Expenses 14 37113.74 35462.79

Payment to and Provisions for Employees 15 2235.12 2252.35Selling & Administration Expenses 16 3633.28 42982.14 3251.69 40966.83

Profit before Depreciation, Interest & Tax 3744.13 6077.05

Financial Expenses 17 3554.26 2694.14

Profit before Depreciation & Tax 189.87 3382.91Depreciation 5 947.27 827.80

Profit before Taxation/previous year Expenses/ Income (757.40) 2555.11

Priliminary/Defered Revenue Expenses 17A 850.68 457.20


Exceptional Items - Gain/(Loss) - 90.25


Provision for Current Tax 48.48 0.84MAT Credit Entitlement (42.58) -

Provision for Fringe Benefit Tax 39.85 42.41

Deferred Tax (Ref. Note 18 Sch. 18) (396.69) 357.92

Profit after Tax (1257.12) 1606.49

Add/deduct prior year Expenses/(Income) (net) 706.39 46.41


Balance of Profit/(Loss) for earlier years (3309.86) (4869.94)Balance Carried To Balance Sheet (5273.37) (3309.86)

Balance Carried To Balance Sheet (5273.37) (3309.86)

Significant Accounting Policies and Notes on Accounts 18

Earning per share - Basic (in Rs.) Note No 19 (3.59) 5.59

Earning per share - Diluted (in Rs.) Note No 19 (3.59) 4.91





63

CONSOLIDATED SCHEDULES(Rs. in lacs)

As at As at 31.03.2009 31.03.2008

SCHEDULE-1

SHARE CAPITAL

Authorised63886500 Equity Shares of Rs. 10 each


350000 12.50% Optionally Convertible Cumulative Preference Shares 350.00 350.00of Rs. 100 each (previous year 350000, 12.5% Optionally Convertible

Cumulative Preference Shares of Rs. 100 each)

6938.65 6938.65ISSUED & SUBSCRIBED36560237 Equity Shares of Rs.10 each


350000 12.50% Optionally Convertible Cumulative Preference Shares 350.00 350.00

of Rs. 100 each (previous year 350000, 12.5% Optionally ConvertibleCumulative Preference Shares of Rs. 100 each) 4006.00 3740.40

PAID UP36532047 Equity Shares of Rs.10 each

(previous year 33875792 Equity Shares of Rs. 10 each) 3653.20 3387.58350000 12.50% Optionally Convertible Cumulative Preference Shares

of Rs. 100 (previous year 350000 12.5% Optionally ConvertibleCumulative Preference Shares of Rs. 100 each)) 350.00 350.00

Add: Forfeited Shares 1.45 1.454004.65 3739.03

Less: Calls in Arrears 1.74 4002.91 1.81 3737.22

TOTAL : 4002.91 3737.22

SCHEDULE-2


Capital ReserveAs per last Balance Sheet 67.55 67.55

10% Fully Convertible Warrants - Forfeited 150.00 150.00

Amalgamation Reserve 1481.46 1481.46Capital Redemption Reserve 53.00 1752.01 53.00 1752.01

Share Premium 12619.35 12619.35 10972.45 10972.45

General Reserve


Debenture Redemption Reserves - 500.00

Fully Convetible warrants Forfited 96.71 -

Carried Forward Loss from Merged Companies (9374.36) (9374.36)

Total 8371.55 6627.94




As at As at 31.03.2009 31.03.2008

SCHEDULE-3

SECURED LOANS

1. Working Capital Loans from Banks 1927.92 2699.08

2. Term loan from Banks & Financial institutions 4792.00 2970.47

3. Term Loan from Clearwater Capital Partners India Pvt. Ltd. 6904.17 7985.42Interest accrued & due 70.36 120.07

4. Others 127.53 177.53

Total 13821.98 13952.57

NOTES :

1. Working capital loans are secured by :(a) First pari passu charge by way of hypothecation on the current assets of the company.

(b) First pari passu charge on the fixed assets and other moveable assets (other than current assets) on the Yamunanagar Plant.

(c) Second pari passu charge created or to be created on the fixed assets and other moveable assets (other than current assets) on theMalanpur, Chennai and Jamshedpur Plants.

(d) Personal guarantees of Mr. B. S. Jauhar, Chairman, Mr. R. S. Jauhar and Mr. P. S. Jauhar, Executive Directors.

2. Term loans are secured by :Clearwater Capital Partners India Pvt. Limited:(a) Term loan of Rs. 8100 lacs- Mortgage and charge by way of first pari passu charge created or to be created on the fixed assets and moveable assets (other than

current assets) of the Malanpur, Jamshedpur and Yamunanagar Plants.

- Second pari passu charge created or to be created by way of hypothecation over the current assets of the company.


(e) Term Loan of Rs. 800 lacs- Mortgage and charge by way of first pari passu charge created or to be created on the fixed assets and moveable assets (other than

current assets) of the Chennai Plant.

- Second pari passu charge by way of hypothecation over the current assets of the company.

- Second pari passu charge by way of mortgage created or tobe created on the fixed assets and plant & machinery at YamunanagarPlant.


ICICI Bank Ltd:(a) Mortgage by way of first pari passu charge created or to be created on the fixed assets of the Malanpur Plant (excluding one

parabolic line of value not exceeding Rs. 350 lac), Yamunanagar and Jamshedpur Plants.

(b) Mortgage by way of second pari passu charge on the fixed assets of the Chennai Plant.

(c) Second pari passu charge by way of hypothecation on the current assets of the company.

(d) First pari psssu charge on the whole of movable properties (except current assets) at Malanpur and Jamshedpur Plants.

(e) Second pari psssu charge on the whole of movable properties (except current assets) at Yamunanagar and Chennai Plants.

(f) Personal guarantees of Mr. B. S. Jauhar, Chairman, Mr. R. S. Jauhar and Mr. P. S. Jauhar, Executive Directors.

IFCI Limited:(a) Mortgage and charge by way of first pari passu charge on the fixed assets and moveable assets (other than current assets) of the

Chennai Plant.

(b) Second pari passu charge by way of hypothecation created or to be created on the current assets of the company.

(c) Second pari passu charge by way of mortgage created or to be created on fixed assets of Yamunanagar Plant.

(c) Personal guarantees of Mr. B. S. Jauhar, Chairman and Mr. P. S. Jauhar, Executive Director.

3. Others :H.P.Finance of Rs.127.53 lacs (previous year Rs.177.53 lacs) is secured by hypothecation of specific assets.

4. Term loans due within one year Rs.3441.82 lacs (previous year Rs. 2079.32 lacs)

65


As at As at 31.03.2009 31.03.2008

SCHEDULE-4

UNSECURED LOANS

Fixed Deposits

Interest free Sales tax Loan 1914.34 1855.99

Tata Capital Ltd. 381.82 -

Nil Compulsory Fully Convertible Debenture of Rs. 72 each

(previous year 2456255 Compulsory Fully ConvertibleDebenture of Rs. 72 each) - 1768.50

TOTAL 2,296.16 3,624.49

SCHEDULE-5

FIXED ASSETS


Particulars As at Additions Additions Deductions As at Up to Upto Depreciation Deduction Upto As at As at31.03.08 on a/c of 31.03.09 31.03.08 30.06.07 31.03.09 31.03.09 31.03.08

amalgamation For the Year For the Year

Goodwill 931.02 - - 10.00 921.02 552.60 - 94.60 10.00 637.20 283.82 378.42

Land 300.43 - 386.31 - 686.74 - - - - - 686.74 300.43

Building 2,020.14 - 251.94 - 2,272.08 714.46 - 63.88 - 778.34 1,493.74 1,305.69

Plant & machinery 13,557.36 - 919.70 111.50 14,365.56 6,379.28 - 820.44 23.77 7,175.95 7,189.61 7,178.09

Furniture & Fixtures 92.64 - 36.68 - 129.32 67.05 - 8.56 - 75.61 53.71 25.59

Vehicles 382.87 - 20.27 29.76 373.38 177.52 - 42.65 11.85 208.32 165.06 205.34

Office Equipment 237.85 - 30.93 0.01 268.77 114.53 - 12.72 - 127.25 141.52 123.32

Other Assets 3.56 - 1.79 - 5.35 0.89 - 0.31 - 1.20 4.15 2.67

Computer & Software 311.98 - 27.40 0.47 338.91 243.29 - 20.39 0.23 263.45 75.46 68.69

Total 17,837.85 - 1,675.02 151.75 19,361.13 8,249.62 - 1,063.55 45.85 9,267.32 10,093.81 9,588.23

Capital Work in Progress 5,600.07 3,698.56

Current Year Total 17,837.85 - 1,675.02 151.75 19,361.13 8,249.62 - 1,063.55 45.85 9,267.32 15,693.88 13,286.79

Less - Depreciation transferred to Sample development 116.29

17,837.85 - 1,675.02 151.75 19,361.13 8,249.62 - 947.26 45.85 9,267.32 15,693.88 13,286.79

Previous Year 9,578.89 7,953.54 349.48 44.05 17,837.85 4,315.08 3,048.87 903.86 18.19 8,249.62 9,588.23 5,263.82

Note :-Capital Work in Progress includes capital advancesOut of the total depreciation provided during the year, amount of Rs.116.29 lacs (previous year Rs. 76.06 lacs) being the proportionate amount attributable to the sample developmentactivities has been considered as deferred revenue expenses.Gross Block & Net Block includes Rs. 73.30 lacs and Rs. 44.06 lacs respectively for assets acquired on hire purchase.




As at As at 31.03.2009 31.03.2008

SCHEDULE-6

INVESTMENTS (AT COST)Un-Quoted Investments

5249920 equity shares of NHK Spring India Ltd. of Rs. 10 each(previous year 5249920 Equity Shares of Rs. 10 each) 525.00 525.00

525.00 525.00

CURRENT ASSETS

SCHEDULE-7

INVENTORIES (as certified by the Management)

Goods in Transit 322.54 238.11


Work in process 2918.31 3533.37

Raw Material 1062.60 1585.27

Stores including Components and Spares 917.95 1105.59

Scrap 38.02 67.81

6468.08 7322.24

SCHEDULE-8

SUNDRY DEBTORS: Unsecured(Unsecured-considered good)

a. Debts outstanding for a period exceeding 6 months 1498.60 1283.03Less : Written off during the year 432.26 1066.34 395.09 887.94

b. Other Debts 4859.02 6888.37

5925.37 7,776.31

SCHEDULE-9

CASH AND BANK BALANCESCash in hand 56.86 120.77

Balance with Scheduled Banks in :

(i) Current Account 450.95 401.15

(ii) Fixed Deposits & Margin Money 888.16 1213.66

SUB TOTAL (A) 1395.97 1735.58

67


As at As at 31.03.2009 31.03.2008

SCHEDULE-10

LOANS AND ADVANCESB.

(Unsecured and considered good)

Advance recoverable in cash or in kindor value to be received/or to be adjusted 718.40 1189.67

Deposits with Excise Authorities 341.26 542.89

Security Deposits 175.56 167.23Advance Income Tax-net (including fringe benefit tax) 425.35 185.99

SUB TOTAL (B) 1660.57 2085.78

TOTAL (Current Assets) 15449.99 18919.91

SCHEDULE-11

CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIESSundry Creditors 10782.22 8744.53Other Liabilities 1714.09 2213.52PROVISIONSTaxation 64.78 6.50Fringe Benefit Tax 18.06 31.34Wealth Tax 0.78 0.84Gratuity 138.27 139.17Leave encashment 74.99 57.09Total 12793.20 11192.99


SCHEDULE-12

SalesDomestic 51751.12 53980.52Export 310.96 138.82

Total Sales 52062.08 54119.34

Less : Excise Duty 6132.87 45929.21 7416.28 46703.06

45929.21 46703.06SCHEDULE-13

OTHER INCOMEInterest Income 55.91 164.00Miscellaneous income 552.05 75.94Exchange Fluctuation 167.06 90.75Export Incentives 5.17 5.75Sale Scrap Non-Operational 11.53 4.30Profit on sale of Assets 5.34 0.08

797.06 340.82

Note: Miscellaneous income includes non compete fee of Rs. 500 lacs charged from wholly owned subsidiary i.e. Jai SuspensionSystems Limited.





SCHEDULE-14

MATERIAL, MANUFACTURING & OPERATING EXPENSES

(A) Raw Material Consumption

OPENING STOCK



Scrap 67.81 4393.26 12.06 1163.59

Add : Stocks as on 1 July 2007 of Merged Companies - 2334.67

Add : Raw Material Consumed 30792.87 29243.50

35186.13 32741.76

LESS: CLOSING STOCK



Scrap 38.02 4164.99 67.81 4393.26

Total 31021.14 28348.50

(B) Manufacturing Expenses

Stores, Components & spares consumed 3239.06 3981.69

Power & Fuel 2250.80 2371.06

Machinery Repairs 458.04 538.81

Job Charges 144.70 6092.60 222.73 7114.29

TOTAL 37113.74 35462.79

SCHEDULE-15


Salaries, Wages, Bonus and Gratuity 1972.02 1931.03

Contribution to Provident and other Funds 136.51 163.82

Employees Welfare Expenses 126.59 157.50

2235.12 2252.35

69



SCHEDULE-16

SELLING AND ADMINISTRATIVE EXPENSESSelling and Distribution ExpensesSales Promotion and Advertisement 501.73 341.92Discount and Rebates 811.88 370.69Freight, forwarding and packing 882.15 2195.76 1144.47 1857.08Administrative and Other ExpensesInsurance 22.57 20.52Rent, Rates & Taxes 88.58 118.89Vehicle Running & Maintenance 13.87 15.64Building Repairs 14.47 43.92Repairs & Maintenance Others 68.77 83.19Travelling and Conveyance 161.37 244.54Postage, Telegram & Telephone Expenses 43.35 51.59Printing & Stationery 25.52 19.66Subscription 3.88 2.95Charity & Donation 1.12 0.55Professional Consultancy 238.64 276.01General Expenses 89.74 98.12Sundry Balances Written Off 175.86 -Out of Pocket Expenses 0.61 -Recruitment Expenses - 3.06Internal Audit Fee 2.40 3.00Loss on Sale of Assets 8.21 7.74Bad Debts Written Off 432.26 395.09SAP Expenses 33.95 1425.17 - 1384.47Payment To AuditorsAudit Fee 9.91 7.70Payment in other capacity 2.44 2.44

12.35 10.14

3633.28 3251.69SCHEDULE-17

FINANCIAL EXPENSESInterest on Term Loans 1030.01 976.14Interest on Working Capital & Others 2524.25 1718.00

TOTAL 3554.26 2694.14

SCHEDULE-17A

DEFERRED REVENUE EXPENDITURE

Opening Balance 1936.74 570.64Add : Addition from Amalgamated Company - 955.01Add : Addition during the year 1703.90 3640.64 868.29 2393.94

Less : Written off during the year 850.68 174.91Written of related to previous year - 850.68 282.29 457.20

Closing Balance 2789.96 1936.74



SCHEDULE 18 - ACCOUNTING CONVENTIONS AND NOTES ON ACCOUNTS:

1- Significant Accounting Policies:-

a. Basis of Accounting:

Most of the policies of the holding and that of the subsidiary are similar. The accounting policies followed by theholding company are disclosed in the individual financial statement annexed in this annual report.

b. List of Subsidiary Company Country of Incorporation Percentage of Shareholding/Voting Power

Jai Suspension Systems Ltd. India 100%

c. Basis of Preparation/ Accounting:

The Consolidated Balance Sheet, Profit & Loss Account and Cash Flow Statement have been prepared in accordancewith Accounting Standard 21 on Consolidated Financial Statement issued by the Institute of Chartered Accountantsof India and relevant provisions of the Companies Act, 1956.

d. Principal of Consolidation:

The Consolidated Balance Sheet, Profit & Loss Account, Cash Flow Statement comprises the Balance Sheets, Profit& Loss Accounts and Cash Flow Statements of Jamna Auto Industries Limited and Jai Suspension Systems Limitedand have been combined on a line by line basis by adding together the book value of the items of assets, liabilities,income and expenditure after fully eliminating intra – group transaction resulting in unrealized profit or loss.

2. Contingent Liabilities not provided for in respect of: (Rs. in lacs)

As at 31.03.2009 As at 31.03.2008

a. Demands against the company not acknowledged as debts. 97.10 62.73

b. Claim pending against the company not acknowledged as debts. 0.70 35.02

c. Import of machinery under EPCG Scheme 258.84 215.01

d. Bank Guarantees 16.34 4.00

3. Capital commitments outstanding (net of advances) and not provided for Rs.1682.31 lacs (previous year 161.20 lacs).

4. Managerial Remuneration (Rs. in lacs)

For the year ended

31.03.2009 31.03.2008

(i) Remuneration 245.32 117.36

(ii) Provident Fund 18.49 8.87

(iii) Perquisites 0.72 0.72

5. As per the provisions of Micro, Small and Medium Enterprises Development Act, 2006, the company is required to makepayments to these entities as per the terms of payments agreed upon, subject to the maximum time stipulated in the Act.In the absence of the required information from the suppliers it could not be ascertained if any amount is overdue tothese entities as on 31 March 2009.

6. Fixed Deposit Receipts with Banks are pledged against guarantees and other facilities availed of from them by thecompany.

7. In the opinion of the Management, Current Assets, Loans & Advances are approximately of the value stated, if realized inthe ordinary course of business.

8. Balance in debtors/loans and advances are subject to confirmation.

9. The current liabilities have been shown net of Debit balance of creditors of Rs. NIL (previous year 689.41 lacs). The closingbalances of Creditors are subject to confirmation.

71

10. Deferred revenue expenditure has been amortised over a period of five years. A sum of Rs. 850.68 lacs has been amortisedfor the current year.

11. The company operates in a single business segment i.e. manufacturing of Parabolic/Tapered Leaf Spring and has itsproduction facilities and all other assets in India. During the year Domestic Segment revenue is Rs. 51751.11 lacs (previousyear Rs. 53980.52 lacs) and International Segment Revenue is Rs. 310.96 lacs (previous year Rs. 138.82 lacs).

12. Gratuity liability is provided on the basis of actuarial valuation.

13. The company has recognized income to the tune of Rs.Nil (previous year Rs. 365.13 lacs) being unbilled revenue towardsprice differential on account of increase in input cost.

14. The company has allocated and apportioned during the year a sum of Rs. 1203.89 lacs including depreciation of Rs.116.29 lacs (previous year Rs. 868.29 lacs including depreciation of Rs. 76.06 lacs) being expenditure incurred towardsSample Development, based on the technical and costing estimates/ reports. The Management is of the view that it isexpected that the company shall be deriving future benefits on this account and hence such expenditure has beenconsidered as Deferred Revenue Expenditure.

15. In compliance to accounting to various exchange contracts under Accounting Standards AS-30 and clarification issuedby Institute of Chartered Accountants of India from time to time the Mrak to Market profit of Rs. 89.71 lacs againstforward contracts taken by the company has been provided as foreign exchange gain in the Profit & Loss Account.

16. The newly set up unit of Jai Suspension Systems Limited at Pant Nagar is eligible for 100% deduction of the profit of thesaid undertaking for first 5 years and 30% for the next 5 year from the year of set up of the undertaking as per provisionsof Section 80-IC of the Income Tax Act, 1961. The profit on trading/other activities of the Jai Suspension Systems Limitedis taxable as per the other provisions of the Income Tax Act, 1961.

However, Jai Suspension Systems Limited is liable for Minimum Alternate Tax (MAT) as per the Income Tax Act, 1961 forwhich necessary provision has been made in the books of accounts. MAT credit available to Jai Suspension SystemsLimited in future year is recognized as asset under Loan & Advances as MAT Credit Entitlement and shall be utilized /adjusted in future years.

17. (a). Transaction with the wholly owned subsidiary company- 1949880 Equity Shares for Rs. 194.99 lacs.

(b). Related party disclosures:

Names of related parties and nature of related party relationships are as under:

Companies in which the company has substantial Jai Suspension Systems Ltd.interest (i.e. more than 20% in voting power)

Key Management Personnel and their relative:

(1) Mr. B. S. Jauhar (Chairman)

(2) Mr. R. S. Jauhar (CEO & Executive Director)

(3) Mr P. S. Jauhar (COO & Executive Director)

(4) Mr. S. P. S. Kohli (President & Executive Director)

(5) Mrs. Khem Kaur (W/o Mr. B. S. Jauhar)

(6) Mrs. Sonia Jauhar (W/o Mr. R. S. Jauhar)

(7) Mrs. Kiran Chadha (Relative of Mr. B. S. Jauhar, Mr R. S. Jauhar & Mr P. S. Jauhar)

(8) Mrs. Inder Beer Kaur (W/o Mr. S. P. S. Kohli)

Entities over which key management personnel/their relatives are able to exercise significant influence

(1) Jamna Agro Implemts Pvt. Ltd. ( Mrs. Khem Kaur/ Mr. R. S, Jauhar/ Mr. P.S. Jauhar)

(2) S.W. Farms Pvt. Ltd. (Mrs. Sonia Jauhar/R S Jauhar)

(3) Nirwana Yoga Pvt. Ltd. (Mrs. Kiran Chadha)

(4) MAP Auto Ltd. (Mr. B. S. Jauhar/ Mr. R. S. Jauhar/ Mr. P. S. Jauhar)



Transactions with key management personnel / relatives of key management personnel

Name Nature of Volume of transactions Receivable /Transaction during the year ended (Payable) as at

31.03.2009 31.03.2009(Rs. in lacs) (Rs. in lacs)

(1) Mr. B. S. Jauhar Rent 0.72 (0.72)(2) Mr. B. S. Jauhar Remuneration 83.06 -

(3) Mr. R. S. Jauhar Remuneration 84.36 -

(4) Mr. P. S. Jauhar Remuneration 84.00 -(5) S.W. Farms Pvt. Ltd. Rent 12.00 -

(6) Mr. R. S. Jauhar Rent 0.36 (0.72)(7) Mr. P. S. Jauhar Rent 0.36 (0.72)

(8) Mrs. Kiran Chadha Remuneration 18.00 -(9) Mrs. Sonia Jauhar Rent 7.20 -

(10) Mrs. Inder Beer Kaur Rent 3.41 -

(11) Jamna Agro Implements Pvt. Ltd. Job Work 42.01 (6.69)(12) Mr. S. P. S. Kohli Remuneration 10.58 (0.31)

(13) MAP Auto Ltd. Logistic transactions 562.88 (44.57)

18. The major components of deferred tax liability as on 31.03.2009 and 31.03.2008 are as under:-

Particulars As at For the year ended As at31.03.2009 on 31.03.2009 31.03.2008

Deferred Tax Liability is on account of the following:-

Depreciation claimed 1692.25 (86.05) 1778.30Deferred Revenue Expenditure 812.35 154.29 658.06Less : Deferred Tax AssetsCarry forward Losses 4058.21 464.93 3593.28Other timing difference - - -

Total : (1553.61) (396.69) (1156.92)

19. Earning per share (EPS):

Year ended Year ended31.03.2009 31.03.2008

(a) Calculation of Weighted Average Number ofEquity Shares of Rs. 10 each

Number of Shares at the beginning of the period 33875792 17701721

Number of Shares at the close of the period 36532047 33875792

Weighted Average Number of Equity Shares 34990863 28738414

During the period

(b) Net Profit for the period attributable to (1257.12) 1606.49

Equity shares (Rupees in lacs)

(c) Basic Earnings (in Rupees) per share (3.59) 5.59

(d) Diluted Earning (for Rupees) per share (3.59) 4.91

20. Previous year figures have been regrouped / rearranged wherever necessary to make them comparable with those ofcurrent year.

73

21. ADDITIONAL INFORMATION PURSUANT TO PROVISION OF SCHEDULE VI OF THE COMPANIES ACT 1956(i) Particulars in respect of capacity, goods manufactured, turnover and stocks (As certified by the management)

A) CAPACITY INSTALLED

As on 31.03.2009 As on 31.03.2008

1. Auto Parabolic /Tapered Leaf Spring/Loose Leaves (MT) 119000 99000

2. Railway (Spare & Loose Leaves) 2400 2400

3. Agriculture Implements 1000 1000

B) PRODUCTION, TURNOVER & STOCK (As certified by management) (Rupees in lacs)

Unit Opening Stock Production Sales Closing Stock


Parabolic Springs /Tapered Leaf Springs & Springs Leaves MT 1228.988 792.08 68011.614 67315.071 52062.07 1925.531 1208.66

(628.188) (284.84) (89838.630) (89674.738) (54119.34) (1228.988) (792.08)

C) PARTICULARS OF RAW MATERIAL CONSMUMED (Rupees in lacs)

UNIT QUANTITY VALUE (Rs.)

Spring Steel Flats M.T 73481.893 30792.87

(938.38.56) (29243.50)

ii) Value of Imported and Indigenous Raw Material Percentage Stores, Spares & PercentageRaw Material, Stores, Spares & Value ComponentsComponents consumedImported (Rs) 8700.74 28.25 304.77 9.41

(5477.16) (18.73) (16.55) (0.42)Indigenous (Rs) 22092.13 71.75 2934.29 90.59

(23766.34) (81.27) (3965.14) (99.58)

Stores & spares Capital Goodsand Components

iii) Value of Import on CIF Basis (Rs) 9976.88 288.34(8030.08) (0.00)

iv) Earning in Foreign Exchangefrom Export of Goods (calculatedon FOB Basis) (Rs.) 256.14

(130.43)v) Expenditure in Foreign Currency

(On cash basis) (Rs)Traveling 54.46

(80.97)Others 36.19

(20.14)The figures in brackets pertain to previous year.







CASH FLOW STATEMENT AS AT 31 MARCH, 2009(Rs. in lacs)


A. Cash Flow From Operating Activities

Net Profit/(Loss) Before Tax & Extra Ordinary Items (1,608.08) 2007.66Adjusted for:Depreciation 947.27 827.80Net Loss/( Profit) on sale of Investment - (90.25)Net Loss/( Profit) on sale of Assets 2.87 7.66Interest Paid 3,554.26 2694.14Misc. expenditure written off 850.68 5355.08 457.20 3896.54Operating Profit before Working Capital Change 3747.00 5904.20Adjusted for:Inventories 854.16 (5269.27)Trade Receivables 1850.94 (3641.45)Other Receivables 425.21 (852.57)Trade Payables 2037.69 4368.62Other Payables (437.48) 4730.52 1916.60 (3478.07)Cash Generated from Operations 8477.53 2,426.13Less : Interest Paid 3554.26 2694.14

Provision for Tax 45.74 43.25Taxation adj. for previous years - -Previous year expenses 706.39 4306.40 46.41 2783.80

Net Cash Generated from Operations 4171.13 (357.67)B. Cash Flow from Investing Activities

Additions in Fixed Assets (3576.53) (7862.12)Deferred Revenue Expenditure (1703.89) (1823.29)Depreciation included in Deferred Revenue 116.29 76.06Disposal of Fixed Assets 103.03 28.20Disposal of Investment - 773.73Dividend Received - -Net Cash Flow from Investing Activities (5061.10) (8807.42)

C. Cash Flow from Financing ActivitiesNet Increase in Share Capital 265.69 1966.11Share Premium 1646.90 7856.91Change in other Reserves & Surplus (Due to Amalgamation) 96.72 (5838.30)Opening Deferred Tax of Amalgamated Company - (1314.96)Net Increase in Borrowings (1458.92) 7591.48Net Cash from Financing Activities 550.38 10261.23Net Change in Cash & Cash Equivalents (339.60) 1096.15Cash & Cash Equivalents Closing Balance 1395.97 1735.57Cash & Cash Equivalents Opening Balance 1735.57 (339.60) 639.42 1096.15

For and behalf of the Board of DirectorsR. S. Jauhar) (P. S. Jauhar) (Gautam Mukherjee) (Praveen Lakhera)CEO & Executive Director C O O & Executive Director President - Finance Company Secretary &

Head LegalAUDITORS’ CERTIFICATE

We have verified the above Cash Flow Statement of Jamna Auto Industries Limited is derived from the audited financialstatements for the year ended 31 March, 2009 and found the same to be drawn in accordance with the requirements of Clause32 of the listing agreements with Stock Exchanges.

As per our report of even date attachedFor A.S.G & Associates Goel Garg & Co. A. K. Kalia & AssociatesChartered Accountants Chartered Accountants Chartered Accountants



75

NOTICE

NOTICE is hereby given that the 43 Annual General Meeting of the members of the company will be held on Wednesdaythe 30 day of September 2009 at 11:00 a.m. at the Registered Office of the company at Jai Springs Road, Industrial Area,Yamunanagar – 135 001 (Haryana) to transact the following businesses:

AS ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet of the company as at 31 March 2009 and Profit & Loss Accountfor the year ended on that date and the Report of the Board of Directors and Auditors thereon.

2. To appoint a director in place of Mr. R. S. Jauhar, who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint a director in place of Seth Ashok Kumar, who retires by rotation and being eligible, offers himself for re-appointment.

4. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

“RESOLVED THAT M/s Goel Garg & Co., Chartered Accountants, be and is hereby appointed as Joint Statutory Auditors ofthe company to hold office from the conclusion of this meeting until the conclusion of the next annual general meetingon such remuneration as may be decided by the Board of Directors or Committee thereof exclusive of traveling andother out of pocket expenses.”


“RESOLVED THAT M/s ASG & Associates, Chartered Accountants, be and is hereby appointed as Joint Statutory Auditorsof the company to hold office from the conclusion of this meeting until the conclusion of the next annual generalmeeting on such remuneration as may be decided by the Board of Directors or Committee thereof exclusive of travelingand other out of pocket expenses.”


“RESOLVED THAT M/s A. K. Kalia & Associates, Chartered Accountants, be and is hereby appointed as Joint StatutoryAuditors of the company to hold office from the conclusion of this meeting until the conclusion of the next annualgeneral meeting on such remuneration as may be decided by the Board of Directors or Committee thereof exclusive oftraveling and other out of pocket expenses.”

SPECIAL BUSINESSES:


“RESOLVED THAT Mr. D. K. Jain, a nominee of IFCI Ltd. who was appointed as an additional director of the companypursuant to Section 260 of the Companies Act, 1956 and who shall hold office up to the date of the annual generalmeeting and being eligible, offers himself for re-appointment and in respect of whom the company has received a noticein writing from a member of the company under Section 257 of the Companies Act, 1956 proposing his candidature forthe office of director of the company, be and is hereby appointed as director of the Company.

RESOLVED FURTHER THAT the term of office of Mr. D. K. Jain shall not be liable to be determination by rotation.”

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELFAND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY IN ORDER TO BE EFFECTIVE MUST BE DELIVERED ATTHE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE MEETING. A BLANK PROXY FORM ISENCLOSED.

2. Explanatory statement pursuant to Section 173(2) of the Companies Act, 1956, in respect of Special Business is annexedhereto.

3. Members are requested to:

a) Intimate immediately any change in their address to the company’s Registrar and Share Transfer Agents i.e SkylineFinancial Services Pvt. Ltd. at 246, Ist Floor, Sant Nagar, East of Kailash, New Delhi-110 065.

b) Please quote folio no. in all correspondence and in case the shares are held in dematerialized form, please quotethe client ID and DP ID number.



c) Consolidate holdings into one folio in case of multiplicity of folios with names in identical orders.

4. The register of members of the company and Share Transfer Books will remain closed from Wednesday, 23.09.2009 toFriday, 25.09.2009 (both days inclusive).

5. Members holding shares in physical form are, in their own interest, requested to dematerialize the shares to avail thebenefits of electronic holding/ trading.

6. Shareholders seeking information with regard to accounts are requested to write to the company at least ten days inadvance as to enable the company to keep the information ready.

7. Members/Proxies are requested to bring their copy of the annual report to the meeting, as copies of the report will notbe distributed at the meeting.

By order of the BoardFor Jamna Auto Industries Limited

New Delhi Praveen Lakhera4 September 2009 Company Secretary & Head Legal

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

ITEM NO. 7:

IFCI Ltd has nominated Mr. D. K. Jain as its nominee on the Board of Directors of the company in place of Mr. V. S. V. Rao. Boardof Directors at their meeting held on 4 September 2009 has appointed Mr. D. K. Jain as an additional director of the company.Company has received a notice under section 257 of the Companies Act, 1956 from a member proposing the appointment ofMr. D. K. Jain as a regular director of company. Following are the brief profile of Mr. D. K. Jain:

Mr. D. K. Jain

Name: D. K. Jain

DoB: 1 June 1957

Nominee: IFCI Ltd.

Mr. D. K. Jain is the General Manager of IFCI Limited. He is appointed as nominee of IFCI Ltd on the Board of Directors ofcompany by IFCI Ltd in place of Mr. V. S. V. Rao.

Mr. D. K. Jain is concerned or interested in the resolution.

BRIEF PROFIE OF DIRECTORS SEEKING RE-APPOINTMENT AT THE ANNUAL GENERMAL MEETING

Seth Ashok Kumar

DoB: 23 January 1937

Seth Ashok Kumar is Chairman of Indo Continental Hotels & Resorts Limited (Mansingh Group of Hotels). He has 50 years ofexperience in promoting and managing industrial and commercial enterprises. He is also a member on the Board of Directorsof various companies. His re-appointment in the Board of Directors will be as an Independent Director.

Mr. R. S. Jauhar

DoB: 25 January 1961

Mr. R. S. Jauhar is the CEO & Executive Director of the company. He is a MBA in Marketing & Administration from California StateBakersfield and M. Com. from Kurukshetra University. He is associated with the Company since 1985-1986 and having richexperience of more than 20 years in the Spring Industry.

By order of the BoardFor Jamna Auto Industries Limited

New Delhi Praveen LakheraSeptember 4, 2009 Company Secretary & Head Legal

77

JAMNA AUTO INDUSTRIES LIMITEDReg. Office: Jai Spring Road, Industrial Area, Yamuna Nagar-135001(Haryana)

PROXY FORMFolio No _____________________________

DP ID* _______________________________

Client ID* ____________________________

I/We, ————————————————————————————————————————————-of—————————————————————————————in the district of ———————————————————————-being a member /members of JAMNA AUTO INDUSTRIES LIMITED hereby appoint Mr./Mrs./Ms.——————————————————————————————————————in the district of ————————————————————————or failing him/ her ———————————————————————of ————————————————————————————in the district of ——————————————————————————————————————————————————————as my/our Proxy to attend and vote for me / us and on my behalf at the 43rd AnnualGeneral Meeting of the members of the company to be held on Wednesday, the 30th day of September, 2009 at 11:00 a m. at theRegistered Office of the company at Jai Springs Road, Industrial Area, Yamunanagar – 135 001, Haryana.

Signed this ——————————————————day of ——————————2009.

Signed by said————————————————————————————————

No of Shares ————————————————————————————————

Jointly with—————————————————————————————————

NOTE: The Proxy form duly stamped and completed deposited must be deposited at the Registered Office of the company notless than 48 hours before the time fixed for holding the aforesaid meeting. The Proxy need not be member of the company.

AffixRe. 1/-

RevenueStamp

JAMNA AUTO INDUSTRIES LIMITEDReg. Office: Jai Spring Road, Industrial Area, Yamuna Nagar-135001(Haryana)

ATTENDANCE SLIP(TO BE HANDED OVER AT THE ENTRANCE OF THE MEETING HALL)

Name of the attending member ————————————————————————————————————————(in block letters)

Members registered folio number ———————————————————————————————————————Name of the Proxy (in Block letters) (To be filled in if the proxy attends instead of the Members)

No. of shares held —————————————————————————————————————————————

I hereby record my presence at the 43rd Annual General Meeting of the members of the company to be held on Wednesday,the 30th day of September, 2009 at 11:00 a.m. at the Registered Office of the company at Jai Springs Road, Industrial Area,Yamunanagar – 135 001, Haryana.

————————————————————Member’s/ Proxy’s Signature(To be signed at the time of handling over the slip)

Note: * Applicable for Investors holding shares in Demat Form.

Printe

d b

y :

MO

DE

RN

; nik

esh

bhatia

@gm

ail.

com

BOOK-POST

43rd ANNUAL REPORT 2008-2009 - Jamna Auto Industries€¦ · Standard Chartered Bank REGISTERED...

Documents

Transcript of 43rd ANNUAL REPORT 2008-2009 - Jamna Auto Industries€¦ · Standard Chartered Bank REGISTERED...