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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Jay Bharat Maruti Ltd.

Mar 31, 2025

Your Directors hereby submit the 38th Annual Report on business and operations of your Company together with the Audited
Financial Statement for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS -STANDALONE & CONSOLIDATED:

The highlights of the standalone and consolidated financial statements of your Company for the Financial year ended March 31, 2025
along with the previous year''s figures are given as under:

Particulars	Standalone		Consolidated
Particulars	FY 2025	FY 2024	FY 2025	FY 2024
Total Income	2,292.95	2295.86	2,292.95	2295.86
Earnings before interest, depreciation, tax and amortization (EBIDTA)	167.49	170.26	167.49	170.26
Finance Cost	35.86	39.56	35.86	39.56
Depreciation	84.13	84.33	84.13	84.33
Profit for the period before share of profit of joint venture	47.50	46.37	47.50	46.37
Share of profit of joint venture	-	-	1.57	1.18
Profit Before Tax	47.50	46.37	49.07	47.55
Tax Expense	15.70	15.01	16.15	15.34
Profit after Tax	31.80	31.36	32.91	32.21
Retained Earnings:
Balance at the beginning of the Year	480.56	457.15	482.87	458.59
Profit for the Year	31.80	31.36	32.91	32.21
Other Comprehensive Income arising from re-measurement of defined benefit Obligation	(0.44)	(0.37)	(0.46)	(0.36)
Payment of dividend on equity shares	(7.58)	(7.58)	(7.58)	(7.58)
Balance at the end of the year	504.33	480.56	507.75	482.87

Note: the above figures are extracted from the audited standalone and consolidated financial statements as per Indian Accounting
Standards (Ind AS)

On standalone basis, the Company recorded total Income of Rs.2292.95 Crores during the financial year 2024-25 as compared to
Rs.2295.86 Crores in the previous year which is a marginal decline of 0.13%. The EBIDTA of the Company was Rs.167.49 Crores during
the financial year 2024-25 as compared to Rs.170.26 Crores in the previous year.

However, the Profit Before Tax for the financial year 2024-25 increased by 2.44% to Rs.47.50 Crores as against Rs.46.37 Crores for the
previous year. The Profit After Tax for the financial year 2024-25 increased by 1.40% to Rs.31.80 Crores as compared to Rs.31.36 Crores
in the previous fiscal.

On consolidated basis, the Company recorded total Profit Before Tax for the financial year 2024-25 of Rs.49.07 Crores as against
Rs.47.55 Crores for the previous year, which is an increase of 3.20%. The Profit After Tax for the financial year 2024-25 has increased
by 2.17% to Rs.32.91 Crores as compared to Rs.32.21 Crores in the previous year. The Company has a healthy net cash accrual of
Rs.123.33 Crores during the financial year 2024-25.

As per Industrial Policy 2015 of Government of Gujrat ("the scheme"), the Company is eligible for claiming incentive by way of GST
refund for a period of 10 years from the date of start of production at its plant Vithlapur, Gujrat. The registration certificate and
provisional eligibility certificate has been obtained from the relevant authority. During the year ending March 2025, the Company
has received incentive amount of Rs. 25.48 Crores which is recognized under the head Revenue from Operations. The final eligibility
certificate is expected to be received in the F.Y. 2026.

Your Company is expanding its tooling manufacturing capacity and capability to move up the value chain. We have successfully
established expertise for localizing of Ultra High tensile dies for 1180 MPa Parts which are very critical for OEMs to meet crash
and safety norms. Also strong focus remains on Localization of Skin Panel Dies for different OEMs and critical BIW and Chassis
parts. We are the only toolroom in India with this capability and scale. Your company is also focusing on Localization of Proto Dies &
Development of Hot Stamping Dies in India.

2. CHANGE IN THE NATURE OF BUSINESS:

During the Financial Year 2024-25, there was no change in the nature of business of the Company.

3. DIVIDEND AND APPROPRIATION:

Dividend

Your Directors are pleased to maintain & recommend a final dividend of Rs. 0.70 per equity share i.e. 35% for the financial year ended
March 31, 2025, subject to approval of the shareholders in ensuing Annual General Meeting and will be paid to members whose
name appears in the Register of Members as on Wednesday, August 27, 2025, through online transfer to those shareholders who
have updated their bank account details.

Further, the Shareholders holding shares in physical form and the shareholders who have not updated their bank account details may
kindly note that SEBI, vide its various circulars has mandated that dividend shall be paid only through electronic mode with effect
from April 01, 2024. Hence the Shareholders are requested to update their details with Company/RTA by submitting requisite forms
which are available on website of the Company viz. https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/forms-forregistering-
updating-the-kyc-details/

The Board has recommended this dividend based on the parameters laid down in the Dividend Distribution Policy of the Company
and it will be paid out of the profits of financial year 2024-25.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. April 01, 2020 and the Company is
required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

Book Closure and Record Date

The Register of Members and Share Transfer Books of the Company will be closed from Thursday, August 28, 2025 to Wednesday,
September 03, 2025 (both days inclusive) and the Company has fixed August 27, 2025 as the "Record Date" for the purpose of
determining the entitlement of Members to receive final dividend for the financial year ended March 31, 2025.

4. TRANSFER TO GENERAL RESERVE:

The Board of Directors of the Company do not propose to transfer any amount to reserves other than transfer of undistributed profits
to surplus in statement of Profit & Loss.

5. NEW PLANTS AT KHARKHODA, SONIPAT, HARYANA AND SMG SUPPLIER PARK, GUJARAT:

Kharkhoda Plant at Sonipat, Haryana

The First phase of construction & installation of machinery at Kharkhoda plant has been completed as per plan and all necessary
approvals have been received from the concerned authorities for running the plant.

The Company has made investment of Rs. 21,363.10 lakhs to setup 1600 Ton Robotic Tandem Line, 1000 Ton Progressive Line, Weld
Shop and other miscellaneous facilities.

The Company has started partial supply for Brezza model of Maruti Suzuki which is shifted from Manesar to Kharkhoda. However, the
commercial production for New model is expected to start by the end of July/ August 2025.

Further to follow the practices of industry 4.0, the digitization of various processes is under progress.

The Second phase of expansion will start in current financial year.

Suzuki Suppliers'' Park at Gujarat

Construction activity of the plant at Suzuki Supplier''s Park has been completed as per plan and all necessary approvals have been
received from the concerned authorities for running of the plant.

The state-of-the-art of the world shop has been installed at the said location to meet the production of EV vehicles of Maruti Suzuki.
The commercial production is yet to start due to delay in MSIL schedule.

6. SHARE CAPITAL:

Your Company''s Authorized Share Capital as on the date of this report is Rs.30,00,00,000 divided into 13,50,00,000 Equity Shares of
Rs. 2/- (Rupees Two only) each and 30,00,000 Preference Shares of Rs. 10/- (Rupees Ten only) each.

The Issued, Subscribed & Paid up Share Capital as on the date of this report is Rs.21,65,00,000 Divided into 10,82,50,000 Equity Shares
of Rs. 2/- (Rupees Two only) each.

7. SHIFTING OF REGISTERED OFFICE FROM DELHI TO HARYANA:

The Board of Directors had passed the resolution in its meeting held on August 08, 2023 for shifting of the Company''s Registered
Office from the ''National Capital Territory (NCT) of Delhi'' to the ''State of Haryana'' which was subsequently approved by Members of
the Company by passing a Special Resolution at its 36th Annual General Meeting held on September 16, 2023 and approved by the
Regional Director (Central Government) vide its Order No. 3098 dated June 19, 2024.

Thereafter, the Board of Directors, at its meeting held on January 30, 2025 decided to shift the Company''s Registered Office from
its erstwhile address at 601, Hemkunt Chambers, 89, Nehru Place, New Delhi - 110019 to Pace CityâII, Mohammadpur Jharsa
near Khandsa Village, Sector-36, Gurgaon-122001 with mandate given to the persons authorized in the Board Resolution to fix the
effective date for shifting the registered office.

Accordingly, the Registered Office of the Company has been shifted at Pace CityâII, Mohammadpur Jharsa, near Khandsa Village,
Sector-36, Gurgaon-122001 w.e.f. March 11, 2025, and registered by the Registrar of Companies, NCT of Delhi & Haryana (''ROC'')
vide its Certificate dated March 26, 2025 and post-shifting, new Corporate Identification Number (CIN) of the Company is
L29130HR1987PLC130020.

8. DETAIL OF SUBSIDIARIES, JOINT VENTURES/ ASSOCIATES:

During the FY 2024-25, your Company has purchased the stake of 10% of M/s JBM Ogihara Die Tech Pvt. Ltd. (JODT) from its Joint
Venture partner OGIHARA Thailand Co. Ltd. (OTC) by way of acquiring 25,00,000 equity shares having face value of Rs.10/- each at its
book value of Rs.12.55 per equity share amounting of Rs.3,13,75,000.

Post-acquisition, JBML holds 49% and JBM Auto Limited holds 51% equity stake in JODT.

Pursuant to provisions of Section 129 (3) of the Act read with Companies (Accounts) Rules, 2014, a separate statement containing
highlights of performance of the Joint Venture Company in the prescribed form AOC-1 forms part of the Company''s Financial
Statements.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, Consolidated financial
statements along with relevant documents and separate Audited financial statements in respect of Joint Ventures/Associates are
available on the Company''s website at www.jbmgroup.com

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), the Management Discussion and Analysis report is given separately and forms part of this Annual Report as
Annexure- A.

10. CREDIT RATING:

The Company''s sound financial management and its ability to service financial obligations in a timely manner, has been affirmed by
the credit rating agency ICRA with long-term instrument rated as ICRA A and short-term instrument rated as ICRA A1.

11. DEPOSITORY SYSTEM:

The shares of the Company are in Dematerialized form with both the Depository Systems in India - National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As on March 31, 2025, out of 10,82,50,000 Equity Shares 10,73,40,641 Equity Shares of the Company are in dematerialized form and
available for trading on both the Stock Exchanges i.e. Bombay Stock Exchange Limited, National Stock Exchange Limited.

Further, in terms of the Listing Regulations, as amended from time to time, all requests for transfer, transmission, transposition,
issue of duplicate share certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement,
subdivision/ splitting of securities certificate and consolidation of securities certificates/folios will be processed and mandatorily
a letter of confirmation will be issued, which needs to be submitted to Depository Participant to get credit of these securities in
dematerialized form. Shareholders desirous of using these services are requested to contact MCS Share Transfer Agent Limited,
Registrar and Transfer Agents (RTA) of the Company, the contact details of RTA are available on the website of the Company.

12. QUALITY:

through periodic audits by the American Systems Registrar (USA). Periodical Internal assessments for compliance is also done by
senior Plant teams and certified Internal Auditors.

All Plants of the Company completed EHS certification cycle for ISO 14001 and ISO 45001 without any major non- conformity.

13. RESEARCH & DEVELOPMENT:

Your Company is continuously evolving and working on technological enhancement in its operations, improving its process efficiency
and also diversifying its product portfolio. The Company has implemented many digitization initiatives by using AI. The Company
has filed two applications for patent registration with Controller General of Patents, Designs & Trademarks, Both the applications has
already been accepted and published and the first application is under examination process.

During the period under review, the following innovative developments were implemented:

â¢ E Kan Ban for Material Management for new plants.

â¢ WICS (Online Process Parameter Monitoring) system in weld shop for upcoming new plant.

â¢ Sequential production and sequential supply infrastructure for new plant at Kharkhoda.

14. HUMAN RESOURCES:

The fiscal year 2024-25 has been a pivotal period for Human Resources at JBML, marked by strategic initiatives aimed at nurturing
talent, strengthening governance, and ensuring a robust and engaged workforce. Your Company''s focus remains on driving sustainable
growth through human capital development, aligning with JBML''s vision for the future. Our focus areas were:

Cultivating Leadership through Leadership Development:

We conducted comprehensive assessment centers for our middle and senior management. By investing in our high-potential
employees and providing clear career progression paths, we aim to not only develop future leaders but also significantly reduce
attrition and ensure business continuity.

Reinforcing Governance and Driving Continuous Improvement through PCMM@JBM:

Your Company''s commitment to operational excellence extends to our human resources practices. This year, we successfully conducted
governance audits under 10-pillared approach, PCMM@JBM.

High-Impact Learning and Development for Business Growth:

The JBM L&OD framework continued to deliver high-impact training programs across the organization. This year, our focus
areas included Management Development Programs and Organization Development Programs, designed to enhance managerial
effectiveness and foster organizational agility.

Building a Pipeline of Skilled Talent through Strategic Partnerships:

The JBM Skill Development Centre initiative flourished through strategic collaborations with leading educational institutions and
government bodies. We formalized MOUs for inducting and promoting Apprentices, On-the-Job Trainees (OJTs), Interns, and Dual
System Training participants.

Ensuring Harmonious Industrial Relations and Workforce Stability:

In our blue-collar manpower strategy, we are proud to report zero-man day loss throughout 2024-25. This remarkable achievement is
a testament to our proactive approach to fostering harmonious industrial relations, based on mutual respect and open communication.

The Company''s commitment to excellence in employee relations was recognized as ''CII National HR Circle Competition 2024 - Best
HR Practices in L&D - People Development and Capability Building'' Award and ''WAW2024 Wellbeing''s Award for Spiritual Wellbeing''s
was received by JBM HR Team during the financial year 2024-25. Please refer Management Discussion and Analysis Report enclosed
as Annexure-A for more details on the same.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors

The Composition of Board of Directors is in conformity with the applicable provisions of the Companies Act, 2013 and the Listing
Regulations.

During the financial year under the review, on the recommendation of Nomination and Remuneration Committee, the Board of
Directors had appointed/re-appointed:

â¢ Mr. Surendra Kumar Arya as Chairman cum Non-Executive Director w.e.f. April 01, 2024. The re-appointment was approved by the
members of the Company by way of postal ballot dated June 22, 2024.

â¢ Mr. Shekar Viswanathan (DIN: 01202587) as Additional & Independent Director of the Company for a term of 5 (five) years w.e.f.
April 01, 2024 to March 31, 2029. Further, the appointment was regularized as Independent Director by the members of the
Company through Postal Ballot dated June 22, 2024.

â¢ Ms. Pravin Tripathi (DIN: 06913463) as Independent Director of the Company for a second term of 5 (five) years w.e.f. July 10, 2024
to July 09, 2029. Further, the re-appointment was approved by the members of the Company through Postal Ballot dated June 22,
2024.

â¢ Mr. Anand Swaroop (DIN: 00004816) as Whole-Time Director designated as Executive Director & CFO for a further period of 3
(three) years w.e.f. April 01, 2024 till March 31, 2027. Further, the re-appointment was approved by the members of the Company
through Postal Ballot dated June 22, 2024.

â¢ Mr. Rajiv Gandhi (DIN: 07231734) as Nominee Director (Non - Executive Director, not liable to retire by rotation), of Maruti
Suzuki India Limited, in compliance with Regulation 17(1D) of the SEBI (Listing Obligations and Disclosure Requirements) (Second
Amendment) Regulations, 2023. The approval of members of the Company has been obtained via Postal Ballot dated June 22, 2024
for continuation of Mr. Rajiv Gandhi (DIN: 07231734) as Nominee Director (Non-Executive Director, not liable to retire by rotation),
on the Board of the Company.

In accordance with the Articles of Association of the Company and Section 152 of the Act read with the Companies (Appointment
and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in
force), Mr. Surendra Kumar Arya (DIN: 00004626) will retire by rotation at the ensuing Annual General Meeting and being eligible
offers himself for re-appointment.

The Board is of the opinion that Mr. Surendra Kumar Arya possesses the requisite knowledge, skills, expertise and experience to
contribute to the growth of the Company. Hence, Board of Directors recommend the re-appointment of Mr. Surendra Kumar Arya at
the ensuing Annual General Meeting.

Brief resume and other requisite details of Directors proposed to be appointed/re-appointed as a Director has been provided in
Notice of the ensuing Annual General Meeting.

During the period under review, none of the Directors on the Board of the Company has been debarred or disqualified from being
appointed or continuing as Director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or
any other Statutory Authority.

Key Managerial Personnel:

As on March 31, 2025, Mr. Anand Swaroop, Executive Director and Chief Financial Officer and Ms. Shubha Singh, Company Secretary
were the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Companies
Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the Board of Directors, at their meeting held on May 13, 2024 was informed about the resignation of Mr. Ravi Arora from the
post of Company Secretary and Compliance officer of the Company with effect from June 15, 2024. The Board placed on record its
appreciation for the dedicated services and contribution made by Mr. Ravi Arora during his tenure with the Company.

The Company has appointed Ms. Shubha Singh (Membership No. A16735) as the Company Secretary and Compliance officer of the
Company with effect from August 03, 2024.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief and based on
recommendation and compliance certificate received from the operating management and after enquiry, pursuant to Section 134(5)
of the Act confirms that:

(a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with
requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) Such accounting policies have been selected and applied consistently and judgements and estimates are made which were
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the
profit or loss of the Company for the financial year ended on that date;

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

(d) The financial statements for the financial year ended March 31, 2025 have been prepared on a ''going concern'' basis;

(e) Proper internal financial controls were in place and that such internal financial controls were adequate and were operating
effectively; and

(f) The systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate
and operating effectively.

17. BOARD MEETINGS AND ANNUAL GENERAL MEETING:

During the financial year 2024-25, Board of Directors met 4 (four) times i.e. May 13, 2024, August 03, 2024, November 06, 2024
and January 30, 2025. Detailed information regarding the Board Meetings along with the attendance of Directors are provided in
Corporate Governance forming part of this Annual Report.

Further, it is confirmed that the gap between two consecutive meetings was not more than one hundred and twenty days as provided
in Section 173 of the Companies Act, 2013.

The 37th Annual General Meeting (AGM) of the Company was held on September 12, 2024 through VC/OAVM in compliance with
relevant relaxations issued by Ministry of Corporate Affairs and Securities Exchange Board of India, from time to time.

18. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make well informed decisions in line with the delegated authority
and their terms of reference. The following Committees constituted by the Board function according to their respective roles and
defined scope:

â¢ Audit Committee;

â¢ Nomination and Remuneration Committee;

â¢ Corporate Social Responsibility Committee;

â¢ Stakeholders'' Relationship Committee; and

â¢ Risk Management and Sustainability Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on
Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the
various committees have been accepted by the Board of Directors.

19. DEPOSITS:

During the financial year under review, the Company has neither accepted nor renewed any Deposit that falls within purview of
Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

20. CORPORATE GOVERNANCE:

A Report on Corporate Governance for the financial year ended March 31, 2025 along with a certificate thereon from Ms. Sunita
Mathur (FCS 1743), a Practicing Company Secretary, regarding compliance of the conditions of corporate governance under Listing
Regulations forms part of this Annual Report as Annexure-B.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

Pursuant to Regulation 34(2)(f) of Listing Regulations, it has been mandated for the top one thousand Companies based on market
capitalization as on March 31 of every financial year to prepare (BRSR) report for that financial year. BRSR is a framework for Companies
to report their social, environmental and governance impact on society.

It enables Companies to be transparent and accountable about their sustainable practices and contribute to the sustainable
development of the economy and it also promotes transparent and standardized disclosures on ESG parameters and sustainability
related risks and opportunities for listed Companies in India.

A detailed BRSR on initiatives taken by the Company from an environmental, social and governance perspective, is available as a
separate section of the Annual Report in the prescribed format as Annexure-C and is also available on the Company''s website at
https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/annual-reports

22. ANNUAL RETURN:

In accordance with Section 92(3) read with Section 134 (3) of the Act, the Annual Return for financial year 2024-25 is available on the
Company''s website at www.jbmgroup.com

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism and formulated Whistle Blower Policy for Directors, Employees and other persons
concerned to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the Company''s
Code of Conduct or ethics, in accordance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of
Listing Regulations. The mechanism provides for adequate safeguards against victimization of Directors, Employees or other persons
who avail of the mechanism.

Audit Committee oversees the implementation of vigil mechanism and provides adequate safeguards against unfair treatment to
the whistle blower who wishes to raise a concern and also provides for direct access to the Chairman of the Audit committee in
appropriate/ exceptional cases.

During the financial year, no complaint was received and hence none was pending as on March 31, 2025 under the Vigil Mechanism.
No person was denied access to the Audit Committee under discussion.

The Whistle Blower Policy is available on the Company''s website at https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/
policies/

24. PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS, COMMITTEES AND BOARD AS
A WHOLE

Pursuant to the provisions of the Section 134(3) of the Act, Regulation 17(10) of Listing Regulations and the Guidance Note on Board
Evaluation issued by the SEBI dated January 05, 2017, the Board has carried out the annual performance evaluation of individual
Directors, its Committees and Board as a whole. The evaluation criteria, inter-alia, covered various aspects of the Board functioning
including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth
functioning of the Board and effective decision making.

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

Further, the Committees were evaluated in terms of receipt of appropriate material for agenda topics in advance with right
information and insights to enable them to perform their duties effectively, review of Committee Charter, updation to the Board on
key developments, major recommendations & action plans, stakeholder engagement, devoting sufficient time & attention on its key
focus areas with open, impartial & meaningful participation and adequate deliberations before approving important transactions &
decisions.

As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the
Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent
Directors was done by the Board, excluding the Director being evaluated.

The actions emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration
Committee as well as the Board.

25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to the provisions of Regulation 25 of Listing Regulations, the Board has adopted a Familiarization Programme for Independent
Directors as a part of their induction and to increase their understanding and knowledge w.r.t. Company.

The Board of Directors of the Company are updated on changes/ developments in the domestic/ global corporate and industry
scenario including those pertaining to statutes/ legislations & economic environment and on matters affecting the Company, to
enable them to take well informed and timely decisions.

Any Director who joins the Board is presented with a brief background of the Company, its operations and is informed of the important
Policies of the Company including the Code of Conduct for Directors and Senior Management and Code of Conduct for Prevention of
Insider Trading of the Company. The Independent Directors are also provided with regular updates in the Board Meetings on relevant
Statutory changes to ensure that they remain up to date on the Compliance framework.

The details of the Familiarization Programme imparted to Independent Directors during the year and cumulative basis till date is also
made available on the website of the Company at www.jbmgroup.com

26. NOMINATION & REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL
(KMP) AND OTHER EMPLOYEES:

Pursuant to the provisions of Section 178(1) of the Act and Regulation 19(4) read with Part D of Schedule II Listing Regulations, the
Company has formulated the Nomination and Remuneration Policy of Directors, Key Managerial Personnel (KMP) and other Employees
including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3)
of the Act.

Salient features of Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other Employees has been
disclosed in Report on Corporate Governance, which is a part of this Report. The detailed policy may be accessed from Company''s
website at the link www.jbmgroup.com

27. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company had formulated a Dividend
Distribution Policy (''the Policy''). The complete Policy document is available on the Company''s website at https://www.jbmgroup.com/
investors/jay-bharat-maruti-ltd/policies

28. RISK MANAGEMENT:

Your Company has a well-defined and robust Risk management framework in place for managing and reporting risks. Further, a Risk
Management process has been implemented in your Company and is designed to identify, assess, mitigate and frame a response to
threats that affect the achievement of its objectives.

To ensure the effectiveness of risk management framework and risk management process in the Company, the Board of Directors
has formed a Risk Management and Sustainability Committee which is responsible to frame, implement, monitor and review the risk
management plan of the Company and ensuring its effectiveness.

Additionally, the Risk Management and Sustainability Committee is responsible for development and implementation of Risk
Management Policy for the Company including identification therein elements of risk, if any, which in the opinion of the Board may
threaten the existence of the Company. The Company also has a ''Business Excellence'' department headed by senior member who
is responsible for driving enterprising risk management process on ground by identifying key risks, analysis and prioritization of key
risks, scrutinizing mitigation actions so that risks are mitigated based on 4T approach i.e. Terminate, Treat, Transfer and/or Tolerate.

The Audit Committee has also given additional oversight in the area of financial risks and controls. The major risks identified by the
businesses and functions are systematically addressed through internal audit and mitigating actions are taken on the observations.
The Internal audit covers variety key areas which includes fraud risk. The risk assessment is also conducted by insurance company &
internal firms.

Details of composition, terms of reference and number of meetings held during the period under review are given in the Report on
Corporate Governance, which forms a part of this report.

The Company has Risk Management Policy which can be accessed on Company''s website at https://www.jbmgroup.com/investors/
jay-bharat-maruti-ltd/policies/

29. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received requisite declarations from all the Independent Directors in terms of Section 149(7) of the Act and
Regulation 25(8) and other applicable Regulations of Listing Regulations w.r.t. the confirmation that they meet the criteria of
independence. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they
are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability
to discharge their duties.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding their meeting of
prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25
of the Listing Regulations.

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

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into by the Company with Related Parties were in the ordinary course of business
and on arm''s length basis during the financial year 2024-25.

Related Party Transactions that are foreseen and repetitive in nature are placed before the Audit Committee on yearly basis for
obtaining prior omnibus approval of the Committee.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on
Related Party Transactions formulated by the Company. Such Related Party Transactions are subject to independent review by an
external reputed accounting firm (EY) to confirm & validate the Related Party Transactions that these are at arm''s length price and in
ordinary course of business as per transfer pricing rules.

During the period, all materially significant related party transactions proposed to be entered into, by the Company with Promoters,
Directors or Key Managerial Personnel, which may have a potential conflict of interest for the Company at large had been approved
by the Shareholders at the AGM of the Company, at the recommendation of the Audit Committee and the Board.

The detailed particulars of contracts or arrangements/ transactions with related parties as required under Section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 attached to this report as Annexure-D.
Further, in accordance with Ind AS-24, detailed information on the Related Party Transactions are given under Notes to the Standalone
Financial Statements.

The Policy on ''materiality of and dealing with related party transactions'', as approved by the Board may be accessed on the Company''s
website at: https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/policies/

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Particulars of Loans, guarantees and investments covered under Section 186 of the Act are provided in Notes to the Standalone
Financial Statements.

32. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with all the Secretarial Standards issued by the Institute of Company Secretaries of India. The Company
ensures that proper systems are in place for the compliance and such systems are adequate and operate effectively.

33. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY:

No material changes have been occurred and/ or commitments have been made, during the period between end of the financial year
till the date of this report, which may affect the financial position of the Company.

34. CORPORATE SOCIAL RESPONSIBILITY:

We firmly believe and are committed:

â¢ towards welfare & sustainable development of the community;

â¢ towards ethical principles, protection of human rights, care for the environment; and

â¢ towards improving the quality of life of all stakeholders including the local community and society at large;

Under the aegis of Neel Foundation, your Company plays a pivotal role in community development with the help of NGOs and social
organizations, assisting on agendas of public welfare, animal welfare and environmental concerns.

JBML CSR initiatives:

Project: International Centre for Vedic Research & Training through Sarvdeshik Vishvaryam Trust, Panchkula for conservation of the
ancient glorious scriptures, values and cultural heritage and their studies & research; Yagyashala; Liabrary; Meditation Centre; Gaushala;
Library; Panchkarma treatment (Natural healing cure); Gurukul; Old age home etc.

Project: Dimapur, for construction & renovation of JBM Dayanand Vidya Niketan, Dimapur School in Purana Bazar on Kohima Road for
apprx. 24,000 sq. ft. area. This School can educate 456 students from pre-primary classes till class 10th with hostel facility for 50 students.

Project: Arya Samaj, for providing basic education facilities for poor and women empowerment including distribution of utensils, clothes
and food, such as:

i. Sahyog - Collection, sortment, packing and distribution of clothes, books, toys, shoes, utensils etc. to needy.

ii. Women Empowerment - employment generation Scheme, loan extension to needy women

iii. Shiksha Kranti - Setting up and operating various educational institutions across India, as Schools, Hostels, Balwadi and other
awareness camps and workshops & Gurukul.

iv. Youth Awareness - a wide range of campaigns for health and awareness, environment protection, self-defense, yoga and
meditation, women health and hygiene.

Other programs include:

â¢ Construction of library in village at Surat to promote education for poor & vulnerable sections of society through M/s Kalawati
Chaudhary Trust;

â¢ For promoting healthcare by distributing wheel-chairs to 10 specially abled people at Gurgaon through M/s Special Achievers
Charitable Trust;

â¢ Promoting women wellness and empowerment at Delhi NCR through M/s Pinkishe Foundation

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

35. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has a well-established system of internal controls in place to ensure reliability of financial reporting, orderly and efficient
conduct of business, compliance with policies, procedures, safeguarding of assets and economical and efficient use of resources.
Appropriate review and control mechanisms are put in place to ensure that such control systems are adequate and operate effectively.

For the fiscal year 2024-25, our Internal Auditor, M/s Sahni Natrajan & Bahl, played a pivotal role in enhancing our internal audit function.
Their recommendations have led to the implementation of industry-aligned control measures, reinforcing the robustness of our systems.

Please refer Management Discussion and Analysis Report enclosed as Annexure-A for further information on Internal Financial Controls
and their adequacy.

36. AUDITORS AND AUDITORS'' REPORT:

(A) STATUTORY AUDITOR

M/s GSA & Associates LLP, Chartered Accountants (Firm Registration No. 00257N/N500339), was appointed in 35th Annual General
Meeting as the Statutory Auditors of the Company to hold office until the conclusion of the 40th Annual General Meeting of the Company.
They have audited the financial statements of the Company for the financial year under review. The observations of Statutory Auditors in
their Report, read with relevant Notes to Accounts are self-explanatory and, therefore do not require further explanation. The Auditors''
Report does not contain any qualification, reservation or adverse remark.

(B) SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
Ms. Sunita Mathur (FCS 1743), a Practicing Company Secretary carried out Secretarial Audit of the Company for the financial year 2024-25.
The Secretarial Audit Report given by the Secretarial Auditors in Form no. MR-3 is annexed as Annexure-F and forms an integral part of
this report. There is no qualification or adverse remark in the report.

Further, the Board of Directors in its meeting held on May 22, 2025 appointed Ms. Sunita Mathur, a Peer Reviewed Company Secretary in
Practice, as Secretarial Auditor of the Company for a term of five consecutive years beginning from the Financial Year 2025-26 subject to
approval of members in the ensuing Annual General Meeting of the Company.

(C) INTERNAL AUDITOR

M/s Sahni Natarajan and Bahl, Chartered Accountants have carried out the Internal Audit of the Company for the financial year 2024-25.

Further, the Board of Directors in its meeting held on May 22, 2025 re-appointed M/s Sahni Natarajan and Bahl, Chartered Accountants as
Internal Auditor for the financial year 2025-26. The Company also has an efficient in-house Internal Audit department at corporate level.

(D) REPORTING OF FRAUDS BY THE AUDITOR

During the financial year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers
or Employees to the Audit Committee under Section 143(12) of the Act, which need to be disclosed in this Board''s Report.

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

Your Company continues its efforts to reduce energy consumption in its plants & offices. The manufacturing units are constantly
encouraged to improve operational activities and maximizing production volumes and minimizing consumption of natural resources.
Systems and processes have been put in place for utilization and monitoring of energy consumption for all the units. The Company has
no direct exports. However, the components supplied by the Company to its customer are used in ''Export Vehicles''.

A detailed disclosure relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be
disclosed under 134(3)(m) of the Act, are provided in Annexure-G to this report.

38. TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF):

Pursuant to the provisions of Section 124(5) of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(''the Rules''), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central
Government, after the completion of seven (7) years from the date of transfer to Unclaimed/Unpaid Dividend Account.

Accordingly, unpaid or unclaimed dividend amounting to Rs.8,13,452.50/- which was unpaid/ unclaimed for consecutive period of seven
years was transferred to the Investor Education and Protection Fund Authority in accordance with the provisions of the Act and rules made
thereunder. The details of the consolidated unclaimed/unpaid dividend as required by the Act read with Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") for all the unclaimed/ unpaid
dividend accounts outstanding (drawn up to the date of 37th Annual General Meeting on September 12, 2024) have been uploaded on
the Company''s website. Further, the unclaimed/ unpaid dividend for the financial year 2017-18 is due for transfer to IEPF.

Transfer of Shares underlying Unclaimed/Unpaid Dividend

Pursuant to the provisions of Section 124(6) of the Act read with the Rules, the shares in respect of which Dividend has not been paid
or claimed by the Shareholders for seven (7) consecutive years or more are also required to be transferred to the bank account of IEPF
Authority.

Accordingly, Company had transferred 1,49,772 equity shares on which dividends have not been claimed for seven consecutive years in
favor of IEPF authority.

In view of above, concerned Shareholders are requested to kindly claim the Unpaid/ Unclaimed Dividend before transferring the same to
IEPF authority. Further in terms of the provisions of Section 124 of the Act read with the Rules, a notice has been sent to the Shareholders
individually and also published in Newspaper, inviting the attention of the Shareholders to claim their Dividends.

39. PREVENTION OF INSIDER TRADING:

Provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (''PIT Regulations'') mandates the Company to formulate a Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information and Code of Conduct for Regulating, Monitoring
and Reporting of trading of shares by Insiders.

Accordingly, the Board had formulated the Code of Practice for Fair Disclosure of Un-Published Price Sensitive Information and the Code
of Conduct for Regulating, Monitoring and Reporting of trading of Shares by Insiders in terms of the PIT Regulations, 2015. The objective
of these Codes is to prevent misuse of Unpublished Price Sensitive Information ("UPSI") by Designated Persons and their immediate
relatives. The Board has also formulated and adopted a Policy on Determination of Legitimate Purpose as per the provisions of these
Regulations.

Further, the Company has also put in place adequate & effective system of internal controls and standard processes to ensure compliance
with the requirements given under these regulations for prevention of insider trading.

The said Codes are uploaded on the website of the Company. You may be accessed the same on the Company''s website at: https://www.
jbmgroup.com/investors/jay-bharat-maruti-ltd/policies/

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal
of Sexual Harassment at Workplace in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and rules thereunder. All women associates (permanent, temporary, contractual and trainees) as well as any
women visiting the Company''s office premises or women service providers are covered under this said Policy. All employees are treated
with dignity with a view to maintain a safe work environment, free of sexual harassment whether physical, verbal or psychological.

The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that during the financial year under review, there were no complaints filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of complaints of sexual harassment received in the year	Number of complaints disposed-off during the year	Number of cases pending for more than ninety days
-	-	-

41. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961. Your Company remains committed to fostering an
inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable
laws.

42. CODE OF CONDUCT:

Pursuant to the Regulation 17(5) of Listing Regulations, the Board of Directors of the Company has formulated and adopted Code of
Conduct (''the Code'') for members of Board of Directors and Senior Management. The Code gives guidance on adherence to ethical
conduct of business and compliance of law, which, inter-alia, includes the duties of independent directors as laid down in the Companies
Act, 2013. The aforesaid code is also available on the Company''s website at www.jbmgroup.com

In terms of the Regulation 26(3) of Listing Regulations, all the Board Members and the Senior Management personnel have affirmed the
compliance with the Code for the financial year 2024-25. A declaration to this effect, signed by the Executive Director & CFO forms part
of the Corporate Governance Report.

43. AWARDS & ACCOLADES:

Your Company has been continuously recognized its customers and various esteemed forums:

â¢ ACMA Kaizen Competition Award

â¢ Winner of the Best presentation award under the Sustainability criteria Kaizen

â¢ JBML have achieved 1100 incident-free days

44. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with
rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are required to be provided
in Annual Report.

However, in terms of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent
to the members of the Company and the aforesaid information is available for inspection on all working days, during business hours, at
the Registered Office of the Company. Further, any member interested in obtaining such information may write to the Company Secretary.

45. PERSONNEL:

Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence,
dedication, hard work, cooperation and support have enabled the Company to achieve new milestones on a continual basis.

46. GREEN INITIATIVES:

In compliance with MCA''s General Circular No. 09/2024 dated September 19, 2024 read with Circular No. 09/2023 dated September 25,
2023, Circular No. 10/2022 dated December 28, 2022, Circular No. 02/2022 dated May 05, 2022 and circular number 20/2020 dated, May
5, 2020, issued by the Ministry of Corporate Affairs, Notice of the AGM along with the Annual Report 2024-25 is being sent only through
electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the
Notice and Annual Report 2024-25 are also available on the Company''s website at www.jbmgroup.com and on the websites of Stock
Exchanges i.e. BSE Limited, and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

47. GENERAL:

Your Directors state that no disclosure or reporting is required to be made in respect of following matters as no such transactions/ events
took place during the period under review:

â¢ The Company had not issued equity shares with differential rights as to dividend, voting or otherwise.

â¢ The Company had not issued shares (including sweat equity shares) to its employees under any scheme.

â¢ The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trust for the
benefit of employees.

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and
Company''s operations in future.

â¢ As on the date of the Report no application is pending under the Insolvency and Bankruptcy Code, 2016 and the Company did not
file any application under (IBC) during the Financial Year 2024-25.

â¢ The Company has not entered into any one-time settlement with any of the Banks/ Financial Institutions and therefore, the relevant
disclosures are not applicable to the Company.

â¢ The maintenance of Cost records has not been specified by the Central Government under subsection (1) of section 148 of the Act for
the business activities carried out by the Company. Cost Audit under Companies (Cost Records and Audit) Rules, 2014 is not applicable
on the Company.

Further, your Company had passed a Special Resolution for enabling the Board of Directors for issuance of securities under Section 23, 42,
62 and 71 of the Companies Act, 2013 (''Act'') at the 37th AGM held on September 12, 2024, however, there was no need to access market
for raising funds. The said Special Resolution was valid for one year. For exploring alternate funding sources, it is proposed to pass the said
resolution again for raising funds through issuance of Securities in terms of Section 23, 42, 62 and 71 of the Act. The same will be placed
before the members for their approval at the ensuing AGM.

48. ACKNOWLEDGEMENT:

Your Directors acknowledge the continued assistance, guidance and co-operation received from Maruti Suzuki India Limited, Suzuki
Motor Corporation, Japan, Suzuki Motor Gujarat Private Limited and all its other TA partners.

Your Directors also wish to express their sincere appreciation for the assistance and co-operation received from the Banks, State
Government and Central Government authorities, vendors and members during the year under review. Your Directors also wish to place
on record their deep sense of appreciation for the committed services rendered by all the employees of the Company.

For and on behalf of the Board of Directors

Place: Gurugram Surendra Kumar Arya

Date: August 01, 2025 Chairman

DIN:00004626

Mar 31, 2024

Your Directors hereby submit the 37th Annual Report on business and operations of your Company together with the Audited Financial Statement for the Financial Year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS -STANDALONE & CONSOLIDATED:

The highlights of the standalone and consolidated financial statements of your Company for the year ended 31st March, 2024 along with the previous year''s figures are given as under:

'' In Crore

	Standalone		Consolidated
Particulars	FY 2024	FY 2023	FY 2024	FY 2023
Total Income	2295.86	2345.48	2295.86	2345.48
Earnings before interest, depreciation, tax and amortization (EBIDTA)	170.26	174.57	170.26	174.57
Finance Cost	39.56	36.83	39.56	36.83
Depreciation	84.33	80.07	84.33	80.07
Profit for the period before share of profit of joint venture	46.37	57.67	46.37	57.67
Share of profit of joint venture	-	-	1.18	0.82
Profit Before Tax	46.37	57.67	47.55	58.49
Tax Expense	15.01	20.31	15.34	20.59
Profit after Tax	31.36	37.36	32.21	37.90
Retained Earnings:
Balance at the beginning of the Year	457.15	424.97	458.59	425.89
Profit for the Year	31.36	37.36	32.21	37.90
Other Comprehensive Income arising from remeasurement of defined benefit Obligation	(0.37)	0.22	(0.36)	0.21
Payment of dividend on equity shares	(7.58)	(5.41)	(7.58)	(5.41)
Balance at the end of the year	480.56	457.15	482.87	458.59

Note: the above figures are extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS)

On standalone basis, Company recorded total Income of Rs.2295.86 Crores during the financial year 2023-24 as compared to Rs.2345.48 Crores in the previous year which is a decrease of 2.12%. The EBIDTA of the Company is Rs.170.26 Crores as compared to Rs.174.57 Crores which is a decline of 2.47%. The Profit Before Tax for the financial year 2023-24 amounts to Rs.46.37 Crores as against Rs.57.67 Crores for the previous year, which is a decrease of 19.59 %. The profit after tax for the financial year 2023-24 was Rs.31.36 Crores as compared to Rs.37.36 Crores in the previous year, which is a decline of 16.06%.

On consolidated basis, Company recorded total Profit Before Tax for the financial year 2023-24 of Rs.47.55 Crores as against Rs.58.49 Crores for the previous year, which is a decline of 18.70%. The profit after tax for the financial year 2023-24 was Rs.32.21 Crores as compared to Rs.37.90 Crores in the previous year, showing a decline of 15.01%. The net cash accrual was a healthy Rs.122.60 Crores during the financial year 2023-24.

During the year, the tool room (including resale tooling) turnover of the Company has gone down from previous year, which has resulted into decrease in turnover & also profitability as tooling has better margin compared to components.

2. CHANGE IN THE NATURE OF BUSINESS:

During the Financial Year ended 2023-24, there was no change in the nature of business of the Company.

3. DIVIDEND AND APPROPRIATION:

Dividend

Your Directors are pleased to maintain & recommend a final dividend of Rs. 0.70 per equity share i.e 35% for the financial year ended March 31, 2024, subject to approval of the shareholders in ensuing Annual General Meeting and will be paid to members whose name appears in the Register of Members as on Thursday, September 05, 2024, through online transfer to those shareholders who have updated their bank account details.

Further, the Shareholders holding shares in physical form and the shareholders who have not updated their bank account details may kindly note that SEBI, vide its various circulars has mandated that dividend shall be paid only through electronic mode with effect from 1st April, 2024. Hence the Shareholders are requested to update their details with Company/RTA by submitting requisite forms which are available on website of the Company viz. https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/forms-for-registering-updating-the-kyc-details/.

The Board has recommended this dividend based on the parameters laid down in the Dividend Distribution Policy of the Company and it will be paid out of the profits of financial year 2023-24.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. April 01, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

Book Closure and Record Date

The Register of Members and Share Transfer Books of the Company will be closed from Friday, September 06, 2024 to Thursday, September 12, 2024 (both days inclusive) and the Company has fixed September 05, 2024 as the "Record Date" for the purpose of determining the entitlement of Members to receive final dividend for the financial year ended March 31, 2024.

4. TRANSFER TO GENERAL RESERVE:

The Board of Directors of the Company do not propose to transfer any amount to reserves other than transfer of undistributed profits to surplus in statement of Profit & Loss.

5. NEW PLANTS AT KHARKHODA, SONIPAT, HARYANA AND SMG SUPPLIER PARK, GUJARAT:

Kharkhoda Plant, Sonipat, Haryana

The company had been allotted land by Maruti Suzuki India Ltd (MSIL) at its Suppliers'' Park in Kharkhoda, Sonipat for setting up a new manufacturing facility to meet their requirements. The land is measuring 6.14 acres and is setting up a new Press Shop and Weld Shop facilities at this location.

The construction work had already begun, and the Weld Shop facility is in the advanced stage of completion. MSIL has plans to produce 1 million vehicles from this facility by 2030. The foundation stone of the plant was laid down by H. Takeuchi San, Managing Director and CEO of Maruti Suzuki India Ltd along with Mr S.K. Arya Chairman of Jay Bharat Maruti Ltd and the other Senior Management Team of MSIL.

Further, the new plant will be of world class level where press shop and assembly shop with more focus on automation and implementing lean manufacturing practices

The company will be using Smart factory solution to improve its functioning.

Suzuki Suppliers'' Part at Gujarat

The company is also setting up a new plant at Suzuki Suppliers'' Park at Gujarat.

The company has been allotted land by Suzuki Motor Corporation /Maruti Suzuki India Ltd on long term lease basis and will be setting up a new Weld Shop/Assembly Shop at this location to cater to the SMC requirements of its First EV Model. The Foundation Stone laying ceremony held on September 20, 2023 and the plant is near completion.

The supplies to MSIL are expected to start from the month of October 2024 as per MSIL requirement. The Weld Shop has 100% Robotization with world class process.

The company can cater to 1 million vehicles volume from this plant.

The total investment for both the plants is to the tune of Rs.300 crores. The Company will be setting up world class press shop and assembly shop with more focus on automation and implementing lean manufacturing practices.

6. SHARE CAPITAL:

With an intent to increase the trading liquidity and giving an opportunity to more potential investors to buy the shares of the Company at an affordable price point, the Company has Sub-divided/Split its existing Equity Shares having face value of Rs.5/- (Rupees Five only) each fully paid-up into Equity Shares having face value of Rs.2/- (Rupees Two only) each fully paid-up ranking pari passu in all respects w.e.f. October 26, 2023.

Your Company''s Authorized Share Capital as on the date of this report is Rs.30,00,00,000 divided into 13,50,00,000 Equity Shares of Rs. 2/- (Rupees Two only) each and 30,00,000 Preference Shares of Rs. 10/- (Rupees Ten only) each.

The Issued, Subscribed & Paid up Share Capital as on the date of this report is Rs.21,65,00,000 Divided into 10,82,50,000 Equity Shares of Rs. 2/- (Rupees Two only) each.

7. SHIFTING OF REGISTERED OFFICE FROM DELHI TO HARYANA:

To carry on the business of the Company more economically, efficiently and with better operational ease as major plants of the Company are situated in Haryana and most of the supplies of the Company are made to Maruti Suzuki India Limited at Haryana location, the Board of Directors of your Company in its meeting held on August 08, 2023, approved the shifting of Registered Office of the Company from the NCT, Delhi to the State of Haryana and shareholders of the Company at Annual General Meeting held on September 16, 2023 accorded their approval for the same.

Further, the Regional Director (Northern Region), Ministry of Corporate Affairs, New Delhi vide its order dated June 19, 2024 approved the shifting of Registered Office of the Company from 601, Hemkunt Chamber, 89 Nehru Place, New Delhi- 110019 to Plot No. 5, MSIL Joint Venture Complex, Gurgaon, Haryana-122015. We are in the process of seeking requisite approval for the same.

8. DETAIL OF SUBSIDIARIES, JOINT VENTURES/ ASSOCIATES:

Your Company''s Joint Venture Company, M/s. JBM Ogihara Die Tech Pvt. Ltd. (JODT) with M/s Ogihara Thailand & Co. has completed 4 years of successful operations and is growing from strength to strength in terms of capability enhancement and capacity utilization. During last year, it has achieved a first-in-class milestone of building body side outer dies in India, in addition to consolidating its portfolio of dies for skin parts, ultra high strength steel parts and critical structural parts for various automotive OEM''s and Tier 1 Companies in India.

Pursuant to provisions of Section 129 (3) of the Act read with Companies (Accounts) Rules, 2014, a separate statement containing highlight of performance of the Joint Venture Company in the prescribed form AOC-1 forms part of the Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of Joint Ventures/Associates are available on the Company''s website at www.jbmgroup.com

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis report is given separately and forms part of this Annual Report as Annexure- A.

10. CREDIT RATING:

The Company''s sound financial management and its ability to service financial obligations in a timely manner, has been affirmed by the credit rating agency ICRA with long-term instrument rated as ICRA A and short-term instrument rated as ICRA A1.

11. DEPOSITORY SYSTEM:

The shares of the Company are in Dematerialized form with both the Depository Systems in India - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As on March 31, 2024, out of 10,82,50,000 Equity Shares 10,70,84,244 Equity Shares of the Company are in dematerialized form and available for trading on both the Stock Exchanges i.e. Bombay Stock Exchange Limited, National Stock Exchange Limited. The equity shares of the Company are also listed on Calcutta Stock Exchange.

Further, in terms of the Listing Regulations, as amended from time to time, all requests for transfer, transmission, transposition, issue

of duplicate share certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, subdivision/ splitting of securities certificate and consolidation of securities certificates/folios will be processed and mandatorily a letter of confirmation will be issued, which needs to be submitted to Depository Participant to get credit of these securities in dematerialized form. Shareholders desirous of using these services are requested to contact MCS Share Transfer Agent Limited, Registrar and Transfer Agents (RTA) of the Company, the contact details of RTA are available on the website of the Company.

12. QUALITY:

Your Company has implemented International Quality Management System based on the requirement of IATF 16949:2016. The Company has established, implemented and is maintaining an Information Security Management System as per ISO-14001:2015 through periodic audits by the American Systems Registrar (USA). Periodical Internal assessments for compliance is also done by senior Plant teams and certified Internal Auditors.

All Plants of the Company completed EHS certification cycle for ISO 14001 and ISO 45001 without any major non- conformity.

13. RESEARCH & DEVELOPMENT:

Your Company is continuously evolving and working on technological enhancement in its operations, improving its process efficiency and also diversifying its product portfolio. The Company has implemented digitization by using AI. The Company has filed two application for patent registration with Controller General of Patents, Designs & Trademarks, out of this one application has already been accepted and published and the second application is under registration process.

14. HUMAN RESOURCES:

Your Company firmly believes that employees are its greatest asset. The focus of the Human Resources (HR) strategy is to foster the growth of the Company and achieve the Management vision, mission and goals through talent fulfillment, capability building in emerging technologies and creating internal talent pipeline.

Your Company has remained committed towards turning every potential opportunity into touchstones and beyond standardization, accelerated by digital technology adoption and Winds of Change, traditions are giving way to unconventional approaches.

We have adopted and implemented a Learning & Organizational Development Framework, including Management Development Programs, Train the Trainer and Supervisor Programs, and customized programs. The People Capability Maturity Model (PCMM) framework strengthens organizational culture, employee engagement, and leadership excellence. An e-learning platform offers flexible learning opportunities.

We have engaged our employees through monthly learning and development calendars based on 50 Growth Engines covering all the employees across the group. Trainings on Organization Thrust Areas, Whistle Blower Policy, POSH, ISQ and SANKALP Siddhi etc. developed internal trainers through capacity building program called TTT. MDP (Management Development Programs), SDP (Supervisory Development Program), & TTT (Train the Trainer) program were strengthened with the commitment of making future ready workforce.

Additionally, the E- Know your policy module educates employees about Company rules, regulations, social securities, performance management and ESG practices, promoting transparency, employee satisfaction, compliance, sustainability and ethical conduct.

Your Company also successfully implemented Sankalp Siddhi 3.0, a Chairman-driven initiative promoting organizational and individual growth through the "Wheel of Life" approach, fostering discipline, accountability and positivity.

The Company''s commitment to excellence in employee relations was recognised as the ''Progressive Place To Work'' Award was conferred on it by ET Now.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors

The Composition of Board of Directors is in conformity with the applicable provisions of the Act and the Listing Regulations.

During the period under review, Mr. Achintya Karati (DIN: 00024412) & Mr. Dharmpal Agarwal (DIN: 00084105) ceased to be Independent Director of the Company w.e.f. March 31, 2024 on account of completion of their tenure. The Board places on record its appreciation for the guidance and support provided by Mr. Achintya Karati & Mr. Dharmpal Agarwal during their tenure with the Company.

Further during the period under the review:

â¢ The BOD at its meeting held on April 29, 2021, has re-appointed Mr. S.K. Arya (DIN:00004626) as Chairman cum Managing Director for a period of five years from June 10, 2021 till June 09, 2024. Since Mr. S.K. Arya has completed his term as Chairman cum Managing Director of the Company on June 09, 2024, However Mr. S.K. Arya requested to step down as Managing Director of the Company & to continue as non-executive Chairman of the Company. Your Board of Directors on the recommendation of Nomination and Remuneration Committee has appointed him as Chairman cum Non-Executive Director w.e.f. April 01, 2024. The re-appointment was approved by the shareholders of the Company by way of Postal Ballot dated June 22, 2024.

â¢ The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee has appointed Mr. Shekar Viswanathan (DIN: 01202587) as Additional & Independent Director of the Company for a term of 5 (five) years w.e.f April 01, 2024 to March 31, 2029. The appointment was regularized as Independent Director by the Members of the Company through Postal Ballot dated June 22, 2024.

â¢ Your Company at the 32nd Annual General Meeting held on September 14, 2019, had appointed Ms. Pravin Tripathi (DIN: 06913463) as Independent Director of the Company for a period of 5 (five) consecutive years for a term upto July 09, 2024. Since Ms. Pravin Tripathi has completed her initial term as Independent Director of the Company on July 09, 2024, your Board of Directors on the recommendation of Nomination and Remuneration Committee has re-appointed Ms. Pravin Tripathi (DIN: 06913463) as Independent Director of the Company for a second term of 5 (five) years w.e.f. July 10, 2024 to July 09, 2029. The re-appointment was approved by the Members of the Company through Postal Ballot dated June 22, 2024.

â¢ Your Company at meeting of the Board of Directors held on April 29, 2021, had appointed Mr. Anand Swaroop (DIN: 00004816) as Whole Time Director for a period of 3 Years from June 01, 2021 till May 31, 2024. Since the tenure of Mr. Anand Swaroop was completed on May 31, 2024, your Board of Directors on the recommendation of Nomination and Remuneration Committee has re-appointed him as Whole-Time Director designated as Executive Director & CFO for a further period of 3 (three) years w.e.f. April 01, 2024 till March 31, 2027. The re appointment was approved by the Members of the Company through Postal Ballot dated June 22, 2024.

â¢ Your Company on meeting of the Board of Directors held on July 13, 2015, had appointed Mr. Rajiv Gandhi (DIN: 07231734) as Nominee Director (as Non - Executive Director, not liable to retire by rotation), of Maruti Suzuki India Limited, a joint venture partner of the Company.

In terms of Regulation 17(1D) of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023, with effect from April 1, 2024, the continuation of a director serving on the Board of a listed Company shall be subject to the approval of the shareholders at a general meeting at least once in every five years from the date of their appointment or reappointment, as the case may be. In view of the same, approval of shareholders of the Company was obtained via Postal Ballot dated June 22, 2024 for continuation of Mr. Rajiv Gandhi (DIN:07231734) as Nominee Director (Non-Executive Director), not liable to retire by rotation, on the Board of the Company.

In accordance with the Articles of Association of the Company and Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Nishant Arya (DIN: 00004954) will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board is of the opinion that Mr. Nishant Arya possesses the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company. Hence, Board of Directors recommend the re-appointment of Mr. Nishant Arya at the ensuing Annual General Meeting.

Brief resume and other requisite details of Directors proposed to be appointed/reappointed as a Director has been provided in Notice of the ensuing Annual General Meeting.

During the period under review, none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other Statutory authority.

Key Managerial Personnel:

As on March 31,2024, Mr. S. K. Arya, Chairman and Managing Director of the Company, Mr. Anand Swaroop, Whole-time Director and Chief Financial Officer and Mr. Ravi Arora, Company Secretary were the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Mr. S.K.Arya has been appointed as Chairman in the capacity of Non-Executive Director w.e.f. 1st April, 2024.

appreciation for the dedicated services and contribution made by Mr. Ravi Arora during his tenure with the Company.

The Company has appointed Ms. Shubha Singh (Membership No. A16735) as the Company Secretary and Compliance officer of the Company with effect from August 03, 2024.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief and based on recommendation and compliance certificate received from the operating management and after enquiry, pursuant to Section 134(5) of the Act confirms that:

(a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) Such accounting policies have been selected and applied consistently and judgements and estimates are made which were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit or loss of the Company for the financial year ended on that date;

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

(d) The financial statements for the financial year ended 31st March, 2024 have been prepared on a ''going concern'' basis;

(e) Proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

(f) The systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

17. BOARD MEETINGS AND ANNUAL GENERAL MEETING:

During the financial year 2023-24, Board of Directors met 4 (four) times i.e. May 10, 2023, August 08, 2023, November 04, 2023 and February 14, 2024. Detailed information regarding the Board Meetings along with the attendance of Directors are provided in Corporate Governance forming part of this Annual Report.

Further, it is confirmed that the gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Companies Act, 2013.

The 36th Annual General Meeting (AGM) of the Company was held on 16th September, 2023 through VC/OAVM in compliance with relevant relaxations issued by Ministry of Corporate Affairs and Securities Exchange Board of India, from time to time.

18. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make well informed decisions in line with the delegated authority and their terms of reference. The following Committees constituted by the Board function according to their respective roles and defined scope:

â¢ Audit Committee;

â¢ Nomination and Remuneration Committee;

â¢ Corporate Social Responsibility Committee;

â¢ Stakeholders'' Relationship Committee; and

â¢ Risk Management and Sustainability Committee.

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board of Directors.

Further during the period under review the names of Corporate Social Responsibility & Sustainability Committee and Risk Management Committee was changed to Corporate Social Responsibility Committees and Risk Management & Sustainability Committee respectively in compliance with Listing Regulations.

19. DEPOSITS:

During the financial year under review, the Company has neither accepted nor renewed any Deposit that falls within purview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

20. CORPORATE GOVERNANCE:

A Report on Corporate Governance for the financial year ended 31st March, 2024 along with a certificate thereon from Ms. Sunita Mathur, (FCS 1743), a Practicing Company Secretary, regarding compliance of the conditions of corporate governance under Listing Regulations forms part of this Annual Report as Annexure-B.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

Pursuant to regulation 34(2)(f) of Listing Regulations, it has been mandated for the top one thousand Companies based on market capitalization as on March 31 of every financial year to prepare (BRSR) report for that financial year. BRSR is a framework for Companies to report their social, environmental and governance impact on society.

It enables Companies to be transparent and accountable about their sustainable practices and contribute to the sustainable development of the economy and it also promotes transparent and standardized disclosures on ESG parameters and sustainability related risks and opportunities for listed Companies in India.

The Board of Directors of the Company in its Meeting held on February 14, 2024, changed the name of its Risk Management Committee ("RMC") to Risk Management and Sustainability Committee ("RMSC") and defined its additional terms of reference to ensure the effective and efficient implementation of Business Responsibility and Sustainability activities in the Company.

A detailed BRSR on initiatives taken by the Company from an environmental, social and governance perspective, is available as a separate section of the Annual Report in the prescribed format as Annexure-C and is also available on the Company''s website at https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/annual-reports.

22. ANNUAL RETURN:

In accordance with Section 92(3) read with Section 134 (3) of the Act, the Annual Return for financial year 2023-24 is available on the Company''s website at www.jbmgroup.com.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism and formulated Whistle Blower Policy for Directors, employees and other persons concerned to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics, in accordance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of Listing Regulations. The mechanism provides for adequate safeguards against victimization of Directors, employees or other persons who avail of the mechanism.

Audit committee oversees the implementation of vigil mechanism and provides adequate safeguards against unfair treatment to the whistle blower who wishes to raise a concern and also provides for direct access to the Chairman of the Audit committee in appropriate/ exceptional cases.

During the financial year, no complaint was received and hence none was pending as on March 31, 2024 under the Vigil Mechanism. No person was denied access to the Audit Committee under discussion.

The Whistle Blower Policy is available on the Company''s website.

24. PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS, COMMITTEES AND BOARD AS A WHOLE

Pursuant to the provisions of the Section 134(3) of the Act, Regulation 17(10) of Listing Regulations and the Guidance Note on Board Evaluation issued by the SEBI dated January 05, 2017, the Board has carried out the annual performance evaluation of individual Directors, its Committees and Board as a whole. The evaluation criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the Board and effective decision making.

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

Further, the Committees were evaluated in terms of receipt of appropriate material for agenda topics in advance with right information and insights to enable them to perform their duties effectively, review of Committee Charter, updation to the Board on key developments, major recommendations & action plans, stakeholder engagement, devoting sufficient time & attention on its key focus areas with open, impartial & meaningful participation and adequate deliberations before approving important transactions & decisions.

As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board, excluding the Director being evaluated.

The actions emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration Committee as well as the Board.

25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to the provisions of Regulation 25 of Listing Regulations, the Board has adopted a Familiarization Programme for Independent Directors as a part of their induction and to increase their understanding and knowledge w.r.t. Company.

The Board of Directors of the Company are updated on changes/ developments in the domestic/ global corporate and industry scenario including those pertaining to statutes/ legislations & economic environment and on matters affecting the Company, to enable them to take well informed and timely decisions.

Any Director who joins the Board is presented with a brief background of the Company, its operations and is informed of the important Policies of the Company including the Code of Conduct for Directors and Senior Management and Code of Conduct for Prevention of Insider Trading of the Company. The Independent Directors are also provided with regular updates in the Board Meetings on relevant Statutory changes to ensure that they remain up to date on the Compliance framework.

The details of the Familiarization Programme imparted to Independent Directors during the year and cumulative basis till date is also made available on the website of the Company at www.jbmgroup.com

26. NOMINATION & REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND OTHER EMPLOYEES:

Pursuant to the provisions of Section 178(1) of the Act and Regulation 19(4) read with Part D of Schedule II Listing Regulations, the Company has formulated the Nomination and Remuneration Policy of Directors, Key Managerial Personnel (KMP) and other Employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act.

Salient features of Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other Employees has been disclosed in Report on Corporate Governance, which is a part of this Report. The detailed policy may be accessed from Company''s website at the link www.jbmgroup.com

27. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Board of Directors of the Company had formulated a Dividend Distribution Policy (''the Policy''). The complete Policy document is available on the Company''s website at https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/policies.

28. RISK MANAGEMENT:

Your Company has a well-defined and robust Risk management framework in place for managing and reporting risks. Further, a Risk Management process has been implemented in your Company and is designed to identify, assess, mitigate and frame a response to threats that affect the achievement of its objectives.

To ensure the effectiveness of risk management framework and Risk Management process in the Company, the Board of Directors has formed a Risk Management Committee which is responsible to frame, implement, monitor and review the risk management plan of the Company and ensuring its effectiveness.

Additionally, the Risk Management Committee is responsible for development and implementation of Risk Management Policy for the Company including identification therein elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The Company also has a ''Business Excellence'' department headed by senior member who is responsible for driving enterprising risk management process on ground by identifying key risks, analysis and prioritization of key risks, scrutinizing mitigation actions so that risks are mitigated based on 4T approach i.e. Terminate, Treat, Transfer and/or Tolerate.

The Audit Committee has also given additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through internal audit and mitigating actions are taken on the observations. The Internal audit covers variety key areas which includes fraud risk. The audit is also conducted by insurance company & internal firms.

Details of composition, terms of reference and number of meetings held during the period under review are given in the Report on Corporate Governance, which forms a part of this report.

The Company has Risk Management Policy which can be accessed on Company''s website at https://www.jbmgroup.com/investors/ jay-bharat-maruti-ltd/policies.

29. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received requisite declarations from all the Independent Directors in terms of Section 149(7) of the Act and Regulation 25(8) and other applicable Regulations of Listing Regulations the confirmation that they meet the criteria of independence. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding their meeting of prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the Listing Regulations.

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

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into by the Company with Related Parties were in the ordinary course of business and on arm''s length basis during the FY 2023-24.

Related Party Transactions that are foreseen and repetitive in nature are placed before the Audit Committee on yearly basis for obtaining prior omnibus approval of the Committee.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated by the Company. Such Related Party Transactions are subject to independent review by an external reputed accounting firm (EY) to confirm & validate the Related Party Transactions that these are at arm''s length price and in ordinary course of business as per transfer pricing rules.

During the period, there were no materially significant related party transactions entered into, by the Company with Promoters, Directors or Key Managerial Personnel, which may have a potential conflict of interest for the Company at large.

The detailed particulars of contracts or arrangements/ transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 attached to this report as Annexure-D. Further, in accordance with Ind AS-24, detailed information on the Related Party Transactions are given under Notes to the Standalone Financial Statements.

The Policy on ''materiality of and dealing with related party transactions'', as approved by the Board may be accessed on the Company''s website at: www.jbmgroup.com

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Particulars of Loans, guarantees and investments covered under Section 186 of the Act are provided in Notes to the Standalone Financial Statements.

32. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with all the Secretarial Standards issued by the Institute of Company Secretaries of India. The Company ensures that proper systems are in place for the compliance and such systems are adequate and operate effectively.

33. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE Company:

No material changes have been occurred and/ or commitments have been made, during the period between end of the financial year till the date of this report, which may affect the financial position of the Company.

The Company is setting up new manufacturing facilities at IMT Kharkhoda, Sonipat and SMG Suppliers'' Park in Gujarat.

34. CORPORATE SOCIAL RESPONSIBILITY:

We firmly believe and are committed:

â¢ towards welfare & sustainable development of the community;

â¢ towards ethical principles, protection of human rights, care for the environment;

â¢ towards improving the quality of life of all stakeholders including the local community and society at large; and

â¢ towards gender equality, women education & empowerment by making of movie on the legacy and heritage of Maharishi Dayanand Saraswati an Indian philosopher, social leader and the "Maker of Modern India"

Under the aegis of Neel Foundation and Arya Samaj, your Company plays a pivotal role in community development with the help of NGOs and social organisations, assisting on agendas of public welfare and environmental concerns.

JBML CSR initiatives:-

â¢ Research on Vedic granths, heritage;

â¢ Research on natural farming;

â¢ Yagyashala & Gaushala

â¢ Setting up old age home;

â¢ Library, Meditation centre, Panchkarma treatment (natural healing cure);

â¢ Collection & distribution of books & clothes etc. to needy;

â¢ Basic education facilities for poor;

â¢ Setting up & operating various educational institutes across India;

â¢ Rennovation and Restoration of old wells.

Other programme includes

â¢ Sahyog- collection, sorting, packing and distribution of clothes, books, toys, shoes, utensils etc. to needy.

â¢ Arya Pratibha Vikas and Vishisth Pratibha Vikas- To groom students to take up Administrative services like IAS, IPS etc.

â¢ Shiksha Kranti- setting up and operating various educational institutions across India, as schools, hostels, balwadi and other awareness camps and workshops & gurukul.

â¢ Youth Awareness- a wide range of campaigns for health and awareness, environment protection, self-defense, yoga and meditation, women health and hygiene.

â¢ Women empowerment- employment generation scheme, loan extension to needy women.

â¢ Skill development- empower students with necessary skills to make them employable or Entrepreneur Mashal- Rehabilitation of alocholics & drug addicts.

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

35. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has a well-established system of internal controls in place to ensure reliability of financial reporting, orderly and efficient conduct of business, compliance with policies, procedures, safeguarding of assets and economical and efficient use of resources. Appropriate review and control mechanisms are put in place to ensure that such control systems are adequate and operate effectively.

Periodical programs of Internal Audits are planned and conducted which are also aligned with business objectives of the Company. The meetings with Internal Auditors are conducted wherein the status of audits and management reviews are informed to the Board.

digitization initiative, Company has implemented an internal audit analytics tool from Ernst & Young. Your Company''s internal controls are commensurate with its size and the nature of its operations. The Company also undergoes periodic audit by specialized third party like consultants and professionals for business specific compliances and industry benchmarking.

Senior Management reviews the Internal Auditors'' Reports for its implementation and effectiveness. The Internal Audit observations and conclusions are regularly placed before the Audit Committee & their guidance is taken for its improved effectiveness. The internal financial control framework design ensures that the financial and other records are reliable for preparing financial and other statements.

36. AUDITORS AND AUDITORS'' REPORT:

(A) STATUTORY AUDITOR

M/s GSA & Associates LLP, Chartered Accountants, (Firm Registration No. 00257N/N500339), was appointed in 35th Annual General Meeting as the Statutory Auditors of the Company to hold office until the conclusion of the 40th Annual General Meeting of the Company. They have audited the financial statements of the Company for the financial year under review. The observations of Statutory Auditors in their Report, read with relevant Notes to Accounts are self-explanatory and, therefore do not require further explanation. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

(B) SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Sunita Mathur (FCS 1743), a Practicing Company Secretary carried out Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report given by the Secretarial Auditors in Form no. MR-3 is annexed as Annexure-F and forms an integral part of this report. There is no qualification or adverse remark in the report.

Further, the Board of Directors in its meeting held on May 13, 2024 appointed Ms. Sunita Mathur as Secretarial Auditor for the financial year 2024-25.

M/s Sahni Natarajan and Bahl, Chartered Accountants have carried out the Internal Audit of the Company for the financial year 2023-24.

Further, the Board of Directors in its meeting held on May 13, 2024 appointed M/s Sahni Natarajan and Bahl, Chartered Accountants as Internal Auditor for the financial year 2024-25. The Company also has an efficient in-house internal Audit department.

(D) REPORTING OF FRAUDS BY THE AUDITOR

During the financial year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, which need to be disclosed in this Board''s Report.

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

Your Company continues its efforts to reduce energy consumption in its plants & offices. The manufacturing units are constantly encouraged to improve operational activities and maximizing production volumes and minimizing consumption of natural resources. Systems and processes have been put in place for utilization and monitoring of energy consumption for all the units. The Company has no direct exports. However, the components supplied by the Company to its customer are used in ''Export Vehicles''.

A detailed disclosure relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under 134(3)(m) of the Act, are provided in Annexure-G to this report.

38. TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124(5) of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven (7) years from the date of transfer to Unclaimed/Unpaid Dividend Account.

Accordingly, unpaid or unclaimed dividend amounting to Rs. 6,07,654/- which was unpaid/ unclaimed for consecutive period of seven years was transferred to the Investor Education and Protection Fund Authority in accordance with the provisions of the Act and rules made thereunder. The details of the consolidated unclaimed/unpaid dividend as required by the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") for all the unclaimed/ unpaid

dividend accounts outstanding (drawn up to the date of 36th Annual General Meeting on September 16, 2023) have been uploaded on the Company''s website. Further, the unclaimed/ unpaid dividend for the financial year 2016-17 is due for transfer to IEPF.

Transfer of Shares underlying Unclaimed/Unpaid Dividend

Pursuant to the provisions of Section 124(6) of the Act read with the Rules, the shares in respect of which Dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more are also required to be transferred to the bank account of IEPF Authority.

Accordingly, Company had transferred 58,825 equity shares on which dividends have not been claimed for seven consecutive years in favor of IEPF authority.

In view of above, concerned Shareholders are requested to kindly claim the Unpaid/ Unclaimed Dividend before transferring the same to IEPF authority. Further in terms of the provisions of Section 124 of the Act read with the Rules, a notice has been sent to the Shareholders individually and also published in Newspaper, inviting the attention of the Shareholders to claim their Dividends.

39. PREVENTION OF INSIDER TRADING:

Provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 mandates the Company to formulate a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information and Code of Conduct for Regulating, Monitoring and Reporting of Trading of Shares by Insiders.

Accordingly, the Board had formulated the Code of Practice for Fair Disclosure of Un-Published Price Sensitive Information and the Code of Conduct for Regulating, Monitoring and Reporting of trading of Shares by Insiders in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("Regulation"). The objective of these Codes is to prevent misuse of Unpublished Price Sensitive Information ("UPSI") by Designated Persons and their immediate relatives. The Board has also formulated and adopted a Policy on Determination of Legitimate Purpose as per the provisions of these Regulations.

Further, the Company has also put in place adequate & effective system of internal controls and standard processes to ensure compliance with the requirements given under these regulations for prevention of insider trading.

The said Codes are uploaded on the website of the Company.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company''s office premises or women service providers are covered under this said Policy. All employees are treated with dignity with a view to maintain a safe work environment, free of sexual harassment whether physical, verbal or psychological.

The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that during the financial year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

41. CODE OF CONDUCT:

Pursuant to the Regulation 17(5) of Listing Regulations, the Board of Directors of the Company has formulated and adopted Code of Conduct (''the Code'') for members of Board of Directors and Senior Management. The Code gives guidance on adherence to ethical conduct of business and compliance of law, which, inter-alia, includes the duties of independent directors as laid down in the Companies Act, 2013. The aforesaid code is also available on the Company''s website at www.jbmgroup.com.

In terms of the Regulation 26(3) of Listing Regulations, all the Board Members and the Senior Management personnel have affirmed the compliance with the Code for the financial year 2023-24. A declaration to this effect, signed by the Executive Director & CFO forms part of the Corporate Governance Report.

42. AWARDS & ACCOLADES:

Your Company has been continuously recognized its customers and various esteemed forums:

â¢ MSVC - MSIL Vendor conference Award & MSIL Seminar:

- On Yield Improvement

- On Product Development

- On Quick Response for market feedback resolution

â¢ Government recognition:

- Certificate of Appreciation from RDSDE NCR for adherence to Apprenticeship

- Longest accident free days from state government of Haryana to J1 & J3.

â¢ GBE Kaizen Competition Award 23-24:

- TIP alignment checked process converted from manual to Automatic

- FR machine interlocking with safety Shoes to Avoid Unsafe Act on shop floor

- Digitization of HMI and PLC for editing & modification

â¢ GBE LEAP Competition Award on Power Saving KWH/Lac through air leakage reduction.

â¢ Top 5 Scorer in Health & Safety performance in GBE Safety Score Rating

â¢ JBML won total 28 awards in FY 23-24 from external agencies - ACMA/CII/QCFI

43. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are required to be provided in Annual Report.

However, in terms of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company and the aforesaid information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Further, any member interested in obtaining such information may write to the Company Secretary.

44. PERSONNEL:

As on March 31, 2024, total workforce of your Company was 4291.

Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, cooperation and support have enabled the Company to achieve new milestones on a continual basis.

45. GREEN INITIATIVES:

In compliance with MCA General Circular No. 09/2023 dated September 25, 2023 read with, No. 10/2022 dated December 28, 2022, 02/2022 dated May 05, 2022 and circular number 20/2020 dated, May 5, 2020, issued by the Ministry of Corporate Affairs, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 are also available on the Company''s website at www.jbmgroup.com and on the websites of Stock Exchanges i.e. BSE Limited, National Stock Exchange of India Limited and Calcutta Sock Exchange at www.bseindia.comwww.nseindia.com and www.cse-india.com respectively.

46. GENERAL:

Your Directors state that no disclosure or reporting is required to be made in respect of following matters as no such transactions/ events took place during the period under review:

â¢ The Company had not issued equity shares with differential rights as to dividend, voting or otherwise.

â¢ The Company had not issued shares (including sweat equity shares) to its employees under any scheme.

â¢ The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trust for the benefit of employees.

â¢ The Managing Director has not received any remuneration or commission from any of the Company''s subsidiaries.

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

â¢ As on the date of the Report no application is pending under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under (IBC) during the Financial Year 2023-24.

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

â¢ The maintenance of Cost records has not been specified by the Central Government under subsection (1) of section 148 of the Act for the business activities carried out by the Company. Cost Audit under Companies (Cost Records and Audit) Rules, 2014 is not applicable on the Company.

Further, your Company had passed a Special Resolution for enabling the Board of Directors for Issuance of securities under Section 42, 62 and 71 of the Act at the 36TH AGM held on September 16, 2023, however, there was no need to access market for raising funds. The said Special Resolution was valid for one year. For exploring alternate funding sources, it is proposed to pass the said resolution again for raising funds through issuance of Securities in terms of Section 42, 62 and 71 of the Act. The same will be placed before the members for their approval at the ensuing AGM.

47. ACKNOWLEDGEMENT:

Your Directors acknowledge the continued assistance, guidance and co-operation received from Maruti Suzuki India Limited, Suzuki Motor Corporation, Japan, Suzuki Motor Gujarat Private Limited and all its other TA partners.

Your Directors also wish to express their sincere appreciation for the assistance and co-operation received from the Banks, State Government and Central Government authorities, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by all the employees of the Company.

For and on behalf of the Board of Directors

Place: Gurugram S. K. Arya

Date: August 03, 2024 Chairman

DIN:00004626

Mar 31, 2023

Your Directors are pleased to present the 36th Annual Report on business and operations of your Company together with the Audited Financial Statement for the Financial Year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS -STANDALONE & CONSOLIDATED:

The highlights of the standalone and consolidated financial statements of your Company for the year ended 31st March, 2023 along with the previous year''s figures are given as under:

Particulars	Standalone		Consolidated
	FY 2023	FY 2022	FY 2023	FY 2022
Total Income	2345.48	2078.82	2345.48	2078.82
Earnings before interest, depreciation, tax and amortization (EBIDTA)	174.57	150.36	174.57	150.36
Finance Cost	36.83	32.73	36.83	32.73
Depreciation	80.07	75.48	80.07	75.48
Profit for the period before share of profit of joint venture	57.67	42.15	57.67	42.15
Share of profit of joint venture	-	-	0.82	0.89
Profit Before Tax	57.67	42.15	58.49	43.04
Tax Expense	20.31	14.68	20.59	14.90
Profit after Tax	37.36	27.47	37.90	28.14
Retained Earnings:
Balance at the beginning of the Year	424.97	402.78	425.89	403.04
Profit for the Year	37.36	27.47	37.90	28.14
Other Comprehensive Income arising from re-measurement of defined benefit Obligation	0.22	0.13	0.21	0.12
Payment of dividend on equity shares	(5.41)	(5.41)	(5.41)	(5.41)
Balance at the end of the year	457.14	424.97	458.59	425.89
Note: the above figures are extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS)

On standalone basis, Company recorded total Income of ''2,345.48 Crores during the financial year 2022-23 as compared to ''2078.82 Crores in the previous year showing an increase of 12.83%. The EBIDTA of the Company is '' 174.57 Crores as compared to '' 150.36 Crores showing an increase of 16.10%. The Profit Before Tax for the financial year 2022-23 amounts to '' 57.67 Crores as against '' 42.15 Crores for the previous year, showing an increase of 36.82%. The profit after tax for the financial year 2022-23 was ''37.36 Crores as compared to '' 27.47 Crores in the previous year, showing an increase of 36%.

On consolidated basis, Company recorded total Profit Before Tax for the financial year 2022-23 amounts to

'' 58.49 Crores as against '' 43.04 Crores for the previous year, showing an increase of 35.90%. The profit after tax that for the financial year 2022-23 was ''37.90 Crores as compared to '' 28.14 Crores in the previous year, showing an increase of 34.68%.

2. THE CHANGE IN THE NATURE OF BUSINESS:

During the Financial Year ended 2022-23, there was no change in the nature of business of the Company.

3. TRANSFER TO GENERAL RESERVE:

The Board of Directors of the Company does not propose to transfer any amount to reserves other than transfer of undistributed profits to surplus in statement of Profit & Loss.

4. DIVIDEND AND APPROPRIATION:

Dividend

Your Directors are pleased to recommend a final dividend of '' 1.75 per equity share for the financial year ended 31st March, 2023, amounting to '' 7.58 Crores approx., which is subject to approval by the shareholders in ensuing Annual General Meeting and will be paid to members whose name appear in the Register of Members as on Saturday, September 09, 2023, through e-mode to those shareholders who have updated their bank account details and to the shareholders who have not updated their bank account details, dividend warrants/demand drafts/cheques will be send at their updated address.

The Board has recommended such dividend based on the parameters laid down in the Dividend Distribution Policy of the Company and will be paid out of the profits of financial year 2022-23.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. April 01,2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

Book Closure and Record Date

The Register of Members and Share Transfer Books of the Company will be closed from Sunday, September 10, 2023 to Saturday, September 16, 2023 (both days inclusive) and the Company has fixed Saturday, September 09, 2023 as the "Record Date" for the purpose of determining the entitlement of Members to receive final dividend for the financial year ended March 31, 2023.

5. NEW PLANTS AT KHARKHODA, SONIPAT, HARYANA AND SMG SUPPLIER PARK, GUJARAT:

Your Company will be setting up new manufacturing facility at Kharkhoda, Sonipat- Haryana so as to meet the requirements of Maruti Suzuki India Limited (MSIL) for its new manufacturing facility at IMT Kharkhoda, Sonipat. The Company has been allotted land in Suppliers'' park in Kharkhoda admeasuring 6.47 (approx.) acres on lease basis by MSIL.

Further, MSIL has also allotted land on lease basis admeasuring 2.87 acres approx. at SMG Suppliers'' Park in Gujarat. The Company will be setting up Weld Shop at the location for new EV models of MSIL. The new facility will start production in October 2024 as per MSIL timeline.

6. SPLIT/SUB- DIVISION OF SHARES:

The Board of Directors of your Company in its meeting held on August 08, 2023, has approved the Sub-division/ split of existing Equity Shares of the Company having face value of '' 5/- (Rupees Five only) each fully paid-up

into Equity Shares having face value of '' 2/- (Rupees Two only) each fully paid-up subject to necessary approvals including approval of the Shareholders of the Company.

Sub-division/split, if approved by the shareholders, will likely to increase the trading liquidity and opening up the opportunity for more potential investors to buy the shares of the company as more affordable stock.

The Record Date for sub-division/split of existing Equity Shares shall be decided after obtaining requisite approval of the Shareholders of the Company.

7 SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

The Board of Directors of your Company in its meeting held on August 08, 2023, has approved the Shifting of Registered Office of the Company from the NCT, Delhi to the State of Haryana to carry on the business of the Company more economically and efficiently and with better operational convenience as major plants of the Company are situated in Haryana and major of the supplies of the Company has been made to Maruti Suzuki India Limited at Haryana Location.

Shifting of registered office shall be subject to the approval of the Shareholders of the Company in the ensuing annual general meeting and other necessary approvals.

8. STATEMENT CONTAINING HIGHLIGHTS AND PERFORMANCE OF JOINT VENTURE/ ASSOCIATES:

Your Company''s Tool Room at Noida in association with M/s. JBM Ogihara Die Tech Pvt. Ltd. (JODT) with M/s Ogihara Thailand & Co., which started in FY 2020 is now operating at full installed capacity. It is manufacturing Dies for Skin parts, High Tensile parts, Critical sheet metal parts for Automotive for various OEM''s including MSIL.

There has been restructuring in shareholding among M/s Ogihara Thailand & Co.(OTC), M/s JBM Auto Limited (JBMA) and the Company during the year. Post such restructuring, the shareholding stands at 51:39:10 among JBMA:JBML:OTC as against 51:49 between JBMAJBML. As per the Shareholders agreement OTC was allotted 10% Equity Capital as per the applicable laws.

Pursuant to provision of Section 129 (3) of the Act read with Companies (Accounts) Rules, 2014, a separate statement containing highlight of performance of the Joint Venture and Associate Companies in the prescribed form AOC-1 forms part of the Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant

documents and separate audited financial statements in respect of Joint Ventures/Associates will also be made available on the Company''s website at www.jbmgroup. com.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34 read with Schedule V of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis report forming part of this Annual Report as Annexure- A.

10. CREDIT RATING:

The Company''s sound financial management and its ability to service financial obligations in a timely manner, has been affirmed by the credit rating agency ICRA with long-term instrument rated as ICRA A and short-term instrument rated as ICRA A1.

11. DEPOSITORY SYSTEM:

The shares of the Company are in the Dematerialized form under both the Depository Systems in India - with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As on March 31, 2023, out of 4,33,00,000 Equity Shares, 4,27,77,383 Equity Shares of the Company are in dematerialized form and available for trading on both the Stock Exchanges i.e BSE Limited and National Stock Exchange Limited.

Further, in terms of the Listing Regulations, as amended from time to time, all requests for transfer, transmission, transposition, issue of duplicate share certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, sub-division/ splitting of securities certificate and consolidation of securities certificates/folios will be processed and mandatorily a letter of confirmation will be issued, which needs to be submitted to Depository Participant to get credit of these securities in dematerialized form. Shareholders desirous of using these services are requested to contact MCS Share Transfer Agent Limited, our Registrar and Transfer Agents (RTA) of the company, the contact details of RTA are available on the website of the Company at www.jbmgroup.com.

12. QUALITY:

All Plants of the Company completed EHS certification cycle for ISO 14001 and ISO 45001 without any major non-conformity.

13. RESEARCH & DEVELOPMENT:

Your Company is continuously evolving and working on its technological enhancement in its operations and working on improving its process efficiency and also diversifying its product portfolio, the company has implemented digitization by using AI. The Company has filed two application for patent registration with Controller General of Patents, Designs & Trademarks. out of this one application already accepted and published and the second application is under registration process.

14. HUMAN RESOURCES:

Your Company firmly believes that employees are its greatest asset. The focus of the Human Resources (HR) strategy is to enable the growth of the Company through talent fulfilment for growth areas, capability building in emerging technologies and building internal talent pipeline.

We have adopted and implemented "HR PCMM - People Capability Maturity Model" a framework that helps organizations to assess the maturity of their HR practices and processes and identify areas of improvement for building Capabilities across the employees which has been a Roadmap to sustained Excellence & Predictability.

We have engaged our employees through monthly learning and development calendars based on 50 Growth Engines covering all the employees across the group. Trainings on Organization Thrust Areas, Whistle Blower Policy, POSH, ISQ and SANKALP Siddhi etc. developed internal trainers through capacity building program called TTT. MDP (Management Development Programs), SDP (Supervisory Development Program), & TTT (Train the Trainer) program were strengthened, with the commitment of making future ready workforce.

Sankalp Siddhi Programme which was envisioned by our Chairman in 2020, continued to brought energy into all the employees and their family members and paved a way to look at the life more holistically and participation of employees and families in completing their wheel of life by taking Sankalps is a great source of inspiration. During the period under review we also witnessed the launch of third leg of Sankalp Siddhi initiative in the form of Sankalp Se Siddhi 3.0 initiative that aims for Organizational and Self development.

The Industrial relation has remained peaceful and cordial throughout the year.

Your Company has been awarded with following awards for its Human Resource functions:

â¢ Annual HR Excellence Award 2022 by ASSOCHAM

â¢ CII National HR Excellence award

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors

The Composition of Board of Directors is in conformity with the applicable provisions of the Act and the Listing Regulations.

During the period under review, Ms. Esha Arya (DIN 00004836), has resigned from the Directorship of the Company with effect from October 06, 2022 due to some personal reasons and other commitments which does not impact the requisite composition of the Board of Directors. The Board places on record its appreciation for the guidance and support provided by Ms. Esha Arya during her tenure with the Company.

In accordance with the Articles of Association of the Company and Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) Mr. Anand Swaroop (DIN: 00004816), will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board is of the opinion that Mr. Anand Swaroop possess the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company hence, Board of Directors recommend the re-appointment of Mr. Anand Swaroop at the ensuing Annual General Meeting.

Brief resume and other requisite details of Directors proposed to be appointed/reappointed as a Director has been provided in notice of the ensuing Annual General Meeting.

During the period under review, none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.

Key Managerial Personnel

As on March 31, 2023, Mr. Surendra Kumar Arya, Chairman and Managing Director of the Company, Mr. Anand Swaroop, Whole-time Director and Chief

Financial Officer and Mr. Ravi Arora, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

16. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief and based on recommendation and compliance certificate received from the operating management and after enquiry, pursuant to Section 134(5) of the Act confirms that:

(a) In the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) Such accounting policies have been selected and applied consistently and judgments and estimates are made which were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit or loss of the Company for the year ended on that date;

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

(d) The financial statements for the financial year ended 31st March, 2023 have been prepared on a ''going concern'' basis;

(e) Proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

(f) The systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

17. BOARD MEETINGS AND ANNUAL GENERAL MEETING:

During the financial year 2022-23, Board of Directors met 4 (Four) time i.e. April 30, 2022, August 02, 2022, October 31, 2022 and February 07, 2023. Detailed information regarding the Board Meeting along with the attendance of Board of Directors are provided in Corporate Governance forming part of this Annual Report.

Further, it is confirmed that the gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Companies Act, 2013.

The 35th Annual General Meeting (AGM) of the Company was held on 26th September, 2022 through VC/OAVM in compliance with relevant relaxations issued.

18. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make well informed decisions in line with the delegated authority and their terms of reference. The following Committees constituted by the Board function according to their respective roles and defined scope:

â¢ Audit Committee;

â¢ Nomination and Remuneration Committee;

â¢ Corporate Social Responsibility and Sustainability Committee;

â¢ Stakeholders'' Relationship Committee; and

â¢ Risk Management Committee.

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board of Directors.

19. DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any Deposit under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

20. CORPORATE GOVERNANCE:

A Report on Corporate Governance for the financial year ended 31 March, 2023 along with a certificate thereon from Ms. Sunita Mathur, (FCS 1743), a Practicing Company Secretary, regarding compliance of the conditions of corporate governance under Listing Regulations is forming part of this Annual Report as Annexure-B.

21. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT (BRSR):

Pursuant to regulation 34(2)(f) of Listing Regulations it has been mandated for the top one thousand Companies based on market capitalization as on March 31 of every financial year to prepare (BRSR) report for the financial year 2022-23, however, the remaining Companies may voluntarily disclose the Business Responsibility and Sustainability Report in its Annual Report for the Financial year 2022-23 and onwards. BRSR is a framework for Companies to report their social, environmental and economic impact on society.

It enables Companies to be transparent and accountable about their sustainable practices and contribute to the sustainable development of the economy and it also promotes transparent and standardized disclosures on ESG parameters and sustainability related risks and opportunities for listed Companies in India.

To administer the ESG initiatives and its implementation in the company, the Board of Directors of the Company in its Meeting held on May 10, 2023, changed the name of its Corporate Social Responsibility Committee ("CSRC") to Corporate Social Responsibility and Sustainability Committee ("CSRSC") and also defined its additional terms of reference to ensure the effective and efficient implementation of Business Responsibility and Sustainability activities to be carried out by the Company.

A detailed Business Responsibility and Sustainability Report (''BRSR'') on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report as Annexure-C and is also available on the Company''s website at www.jbmgroup.com.

22. ANNUAL RETURN:

In accordance with Section 92(3) read with Section 134 (3) of the Act, the Annual Return for financial year 2022-23 is available on the Company''s website at www. jbmgroup.com.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism and formulated Whistle Blower Policy, for Directors, employees and other person concern to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics, in accordance with the provisions of Section 177 (10) of the Act and Regulation 22 of Listing Regulations. The mechanism provides for adequate safeguards against victimization of Directors, employees or other persons who avail of the mechanism.

Audit committee oversee the implementation of vigil mechanism and provides adequate safeguards against unfair treatment to the whistle blower who wishes to raise a concern and also provides for direct access to the Chairman of the Audit committee in appropriate/ exceptional cases.

During the financial year, 1 (One) complaint has been received and appropriate action has been taken & the complaint stands closed.

No person was denied access to the audit committee.

The Whistle Blower Policy is available on the Company''s website, which may be accessed at the link: www. jbmgroup.com.

24. PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS, COMMITTEES AND BOARD AS WHOLE:

Pursuant to the provisions of the 134(3) of the Act, Regulation 17(10) of Listing Regulations and the Guidance Note on Board Evaluation issued by the SEBI dated January 05, 2017, the Board has carried out the annual performance evaluation of individual Directors, its Committees and Board as whole. The evaluation criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the Board and effective decision making.

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

Further, the Committees were evaluated in terms of receipt of appropriate material for agenda topics in advance with right information and insights to enable them to perform their duties effectively, review of committee charter, updation to the Board on key developments, major recommendations & action plans, stakeholder engagement, devoting sufficient time & attention on its key focus areas with open, impartial & meaningful participation and adequate deliberations before approving important transactions & decisions.

As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated.

The actions emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration Committee as well as the Board.

25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to the provisions of Regulation 25 of Listing Regulations, the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the Company with the organization.

The Board of Directors of the Company are updated on changes/ developments in the domestic/ global corporate and industry scenario including those pertaining to statutes/ legislations & economic environment and on matters affecting the Company, to enable them to take well informed and timely decisions.

Any Director who joins the Board is presented with a brief background of the Company, its operations and is informed of the important policies of the Company including the Code of Conduct for Directors and Senior Management and Code of Conduct for Prevention of Insider Trading of the Company. The Independent Directors are also provided with regular updates in the Board Meetings on relevant statutory changes to ensure that they remain up to date on the Compliance framework.

The details of the Familiarization Programme imparted to Independent Directors during the year and cumulative basis till date is also made available on the website of the Company at www.jbmgroup.com.

26. NOMINATION & REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND OTHER EMPLOYEES:

Pursuant to the provisions of Section 178(1) of the Act and Regulation 19(4) read with Part D of Schedule II Listing Regulations, the Company has formulated the Nomination and Remuneration Policy of Directors, Key Managerial Personnel (KMP) and Other Employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act.

Salient features of Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and Other Employees has been disclosed in Report on Corporate Governance, which is a part of this Report. The detailed policy may be accessed from Company''s website at the link www.jbmgroup.com

27. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Board of Directors of the Company had formulated a Dividend Distribution Policy (''the Policy''). The complete Policy documents is available on the Company''s website at www.jbmgroup. com.

28. RISK MANAGEMENT:

Your Company has a well-defined risk management framework in place to robust organizational structure for managing and reporting risks. Further, a Risk Management process has been established across your Company and which is designed to identify, assess and frame a response to threats that affect the achievement of its objectives.

To ensure the effectiveness of risk management framework and Risk Management process in the Company, the Board of Directors has formed a Risk Management Committee which is responsible to frame, implement, monitor and reviewing the risk management plan of the Company and ensuring its effectiveness.

Additionally, the Risk Management Committee is responsible for development and implementation of Risk Management Policy for the Company including identification therein elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report. The Company also has a ''Business Excellence'' department headed by senior member who is responsible for driving enterprising risk management process on ground by identifying key risks, analysis and prioritization of key risks, scrutinizing mitigation actions so that risks are mitigated based on 4T approach i.e Terminate, Treat, Transfer and/or Tolerate.

The Audit Committee has also given additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through internal audit and mitigating actions are taken on the observations. The Internal audit covers variety key areas which includes fraud risk. The audit is done by external & internal firms.

Details of composition, terms of reference and number of meetings held during the period under review are given in the Report on Corporate Governance, which forms a part of this report.

The Company has Risk Management Policy which can be accessed on Company''s website at www.jbmgroup.com.

29. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received requisite declarations from all the Independent Directors in terms of Section 149(7) of the Act and Regulation 25(8) and other applicable Regulations of Listing Regulations the confirmation that they meet the criteria of independence. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

The Board took on record the declaration and confirmation submitted by the independent directors regarding their meeting of prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the Listing Regulations.

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

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the company with Related Parties were in the ordinary course of business and on arm''s length basis.

Related Party Transactions, which are foreseen and repetitive in nature placed before the Audit Committee on yearly basis for obtaining prior omnibus approval of the Committee.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated by the Company. Such Related Party Transactions are subjected to independent review by an external reputed accounting firm (EY) to confirm & validate the Related Party Transactions that these are entered at arm Length price and in ordinary course of business as per transfer pricing rules.

The detail particulars of contracts or arrangements/ transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 attached to this report as Annexure-D. Further, in accordance with Ind AS-24, detailed information on the Related Party Transactions are given under Notes to of the Standalone Financial Statements.

The Policy on ''materiality of and dealing with related party transactions'', as approved by the Board may be accessed on the Company''s website at the link: www. jbmgroup.com

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Particulars of Loans, guarantees and investments covered under Section 186 of the Act are provided in Notes to the Standalone Financial Statements.

32. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standard 1 and Secretarial Standard 2, relating to "Meetings of the Board of Directors" and "General Meetings" respectively issued by the Institute of Company Secretaries of India.

33. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There is no material changes have been occurred and/ or commitments has been made, during the period

between end of the financial year till the date of this report, which may affect the financial position of the Company.

34. CORPORATE SOCIAL RESPONSIBILITY:

We firmly believe and are committed

â¢ Towards welfare & sustainable development of the community;

â¢ Towards ethical principles, protection of human rights, care for the environment;

â¢ Towards improving the quality of life of all stakeholders including the local community and society at large.

Under the aegis of Neel Foundation, your company plays a pivotal role in community development with the help of NGOs and social organisations, assisting on agendas of public welfare and environmental concerns.

JBML CSR initiatives :-

â¢ Collection of clothes from donors'' home directly and after proper care and assortment they are packaged to be distributed to areas/organizations/ centers in remote areas from where they directly reach to the needy individuals.

â¢ Provide support deserving children for higher education including Administrative Services like IAS, IPS etc. to support in national development so that no aspirant having potential and vision to serve the nation shall be left behind due to lack of resources.

â¢ Facilitating formal affordable education through opening of schools and hostels with all the modern facilities and infrastructure in remote areas. Our focus is to bring quality educational facilities at affordable fees to all needy & deprived

Other programme includes

â¢ Youth Awareness- A wide range of campaigns for Health and Awareness, Environment Protection, Self Defense, Yoga and Meditation, Women health and hygiene.

â¢ Women Empowerment- Employment generation scheme, loan extension to needy women

â¢ Skill Development- Empower students with necessary skill to make them employable or Entreprenuer

â¢ Mashal- Rehabilitation of Alochol & Drug addiction evils

â¢ Free food Distribution- Needy and at the time of natural calamity

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board

and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-E of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

35. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has a well-established system of internal controls in place to ensure reliability of financial reporting, orderly and efficient conduct of business, compliance with policies, procedures, safeguarding of assets and economical and efficient use of resources. Appropriate review and control mechanisms are put in place to ensure that such control systems are adequate and operate effectively.

Presently, your Company has aligned its current systems of internal financial control with the requirement of the Act. The Company in its continuing efforts for strengthening the Internal Audit function and to ensure wide coverage and timely implementation of Audit and as digitization initiative, Company has purchased an internal audit analytics tool from Ernst & Young and implemented the same in the company. Your Company''s internal controls are commensurate with its size and the nature of its operations. The company also undergoes periodic audit by specialized third party like consultants and professionals for business specific compliances and industry benchmarking.

Senior Management review the Internal Auditors'' Reports for its implementation and effectiveness. The internal audit observations and conclusions taken by the company has placed before the Audit Committee & their guidance is taken for its effectiveness. The internal financial control framework design ensures that the financial and other records are reliable for preparing financial and other statements.

36. AUDITORS AND AUDITORS'' REPORT:

(A) STATUTORY AUDITORS

M/s GSA & Associates LLP, Chartered Accountants, (Firm Registration No. 00257N/N500339), was appointed in 35th Annual General Meeting as the Statutory Auditors of the Company to hold office until the conclusion of the 40th Annual General Meeting of the Company. They have audited the financial statements of the Company for the year under review. The observations of Statutory Auditors in their Report, read with relevant Notes to Accounts are self-explanatory and, therefore,

do not require further explanation. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

(B) SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Sunita Mathur (FCS 1743), a Practicing Company Secretary carried out Secretarial audit of the Company for the financial year 2022-23. The Secretarial Audit Report given by the Secretarial Auditors in Form no. MR-3 is annexed as Annexure-F and forms an integral part of this report. There is no qualification or adverse remark in the report.

Further, the Board of Directors in its meeting held on May 10, 2023 appointed Ms. Sunita Mathur as Secretarial auditor for the financial year 2023-24.

(C) INTERNAL AUDITORS

M/s Mehra Goel & Co., Chartered Accountants have carried out the Internal Audit of the Company for the financial year 2022-23.

Further, the Board of Directors in its meeting held on May 10, 2023 appointed M/s Sahni Natarajan and Bahl, Chartered Accountants as internal auditor for the financial year 2023-24.

(D) REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, which would need to be mentioned in this Board''s Report.

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

Your Company has continued their efforts to reduce energy consumption in its plants & offices. The manufacturing units are constantly encouraged to improve operational activities and maximizing production volumes and minimizing consumption of natural resources. Systems and processes have been put in place for utilization and monitoring of energy consumption for all the units. The Company has no direct exports. However, the components supplied by the company to its customer are used in ''Export Vehicles''.

A detailed disclosure relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under 134(3)(m) of the Act, are provided in Annexure-G to this report.

38. CHANGES IN SHARE CAPITAL:

There has been no change in the capital structure of the Company during the year under review.

39. TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124(5) of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven (7) years from the date of transfer to Unclaimed/Unpaid Dividend.

Accordingly, unpaid or unclaimed dividend amounting to '' 598,324.00/- which was unpaid /unclaimed for consecutive period of seven years, were transferred to the Investor Education and Protection Fund Authority in accordance with the provisions of the Act and rules made thereunder. The details of the consolidated unclaimed/unpaid dividend as required by the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to at "IEPF Rules") for all the unclaimed/ unpaid dividend accounts outstanding (drawn up to the date of 35th Annual General Meeting on September 26, 2022) have been uploaded under the Company''s website:.www.jbmgroup.com. Further, the unclaimed/ unpaid dividend for the financial year 201516 is due for transfer to IEPF.

Transfer of Shares underlying Unclaimed/Unpaid Dividend

Pursuant to the provisions of Section 124(6) of the Act read with the Rules, the shares in respect of which Dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more are also required to be transferred in the account of IEPF authority.

Accordingly, Company had transferred 14,054 equity shares on which dividends have not been claimed for seven consecutive years in favor of IEPF authority.

In view of above, concerned Shareholders are requested to kindly claim the Unpaid/Unclaimed Dividend before transferring the same to IEPF authority. Further in terms of the provisions of Section 124 of the Act read with the Rules, a notice has been sent to the Shareholders individually and also be published in Newspaper, inviting the attention of the Shareholders to claim their Dividends.

40. PREVENTION OF INSIDER TRADING:

Pursuant to provisions of SEBI (Prohibition of Insider Trading) Regulation, 2015, Company is required to formulate a code of practices and procedures for fair

disclosure of unpublished price sensitive information and Code of Conduct for regulating, monitoring and reporting of Trading of Shares by Insiders.

Accordingly, the Board had formulated the Code of Practice for Fair Disclosure of Un-Published Price Sensitive Information and the Code of Conduct for regulating, monitoring and reporting of Trading of Shares by Insiders in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015. ("Regulation"). The objective of these codes is to prevent misuse of Unpublished Price Sensitive Information ("UPSI") by designated persons and their immediate relatives. The Board has also formulated and adopted a Policy on Determination of Legitimate Purpose as per the provisions of these Regulations.

Further, the Company has also put in place adequate & effective system of internal controls and standard processes to ensure compliance with the requirements given under these regulations for prevention of insider trading.

The said Codes are uploaded on the website of the Company.at www.jbmgroup.com.

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

Pursuant to the Section 134(3) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, a Statement to the effect that the Company has duly complied with the provisions related to Constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)" has to be included in the Board''s Report.

In accordance with the above mentioned provisions of POSH, Company has adopted the "Policy on Prevention of Sexual Harassment of Women at Workplace". Further, the Company has also constituted ICC in terms of the provisions of POSH which includes individuals having relevant experience.

The Company has zero tolerance policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting to the Company''s office premises or women service providers are covered under this said Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

42. CODE OF CONDUCT:

Pursuant to the Regulation 17(5) of Listing Regulations, the Board of Directors of the Company has formulated and adopted Code of Conduct (''the Code'') for members of Board of Directors and Senior Management. The Code gives guidance on adherence to ethical conduct of business and compliance of law, which, inter-alia, includes the duties of independent directors as laid down in the Companies Act, 2013. The aforesaid code is also available on the Company''s website at www. jbmgroup.com.

In terms of the Regulation 26(3) of Listing Regulations, all the Board Members and the Senior Management personnel have affirmed the compliance with the Code for the financial year 2022-23. A declaration to this effect, signed by the Managing Director forms part of the Corporate Governance Report.

43. AWARDS & ACCOLADES:

During the period under review, your Company has accomplished major achievements for which it has been awarded by its customer, Some awards and accolades received by the company during the year are as follows:

â¢ MSVC - MSIL Vendor conference Award:

- On Yield Improvement

- On Human Resources

â¢ FICCI Industry 4.0 Awards

â¢ CII Kaizen Pokayoke Competition

â¢ CII National Technology Competition

â¢ ACMA (WESTERN REGION) QUALITY CIRCLE COMPETITION

â¢ 17th CII National Circle Competition

â¢ 9th ACMA WR Zonal Kaizen Competition

â¢ CII National Technology Competition-2022

â¢ The Champions Trophy-2022

â¢ CII 3M category

44. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with rules 5(1) and 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, required to be provided in Annual Report.

45. PERSONNEL:

As on March 31, 2023, total number of employees on the records of your Company were 941.

Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, cooperation and support have enabled the Company to cross new milestones on a continual basis.

46. MCA GREEN INITIATIVES:

In Compliance with MCA General Circular No. 10/2022 dated December 28, 2022 read with circular number 02/2022 dated May 05, 2022 and circular number 20/2020 dated, May 5, 2020, issued by the Ministry of Corporate Affairs, Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2022-23 will also be available on the Company''s website at www.jbmgroup. com and on the websites of Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

47. GENERAL:

Your Directors state that no disclosure or reporting is required to be made in respect of following stated matters as there were no such transactions/events taken place during the period under review:

â¢ The Company had not issued equity shares with differential rights as to dividend, voting or otherwise.

â¢ The Company had not issued shares (including sweat equity shares) to employees of the Company under any scheme.

â¢ The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

â¢ The Managing Director have not received any remuneration or commission from any of its subsidiaries.

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

â¢ As on the date of the Report any application is not pending under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under (IBC) during the Financial Year 2022-23.

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

â¢ The maintenance of cost records has not been specified by the Central Government under subsection (1) of section 148 of the Act for the business activities carried out by the Company. Cost Audit under Companies (Cost Records and Audit) Rules, 2014 is not applicable on the Company.

Further, your company has passed a Special Resolution for enabling the Board of Directors for Issue of securities under Section 42, 62 and 71 of the Act, at 35th AGM held on September 26, 2022, however, due to slowdown in market and continued pandemic spread, there was no opportunity to access market for raising funds. The said Special Resolution was valid for one year. For exploring alternate funding sources, it is proposed to pass again the said resolution for raising funds through issuance of Securities in terms of Section 42, 62 and 71 of the Act. The same will be placed before the members for their approval at the ensuing AGM.

48. ACKNOWLEDGEMENT:

Your Directors acknowledge the continued assistance, guidance and Co-operation received from Maruti Suzuki India Limited, Suzuki Motor Corporation, Japan, Suzuki Motor Gujarat Private Limited and all its other TA partners.

Your Directors also wish to express their sincere appreciation for the assistance and co-operation received from the Banks, State Government and Central Government authorities, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by all the employees of the Company.

For and on behalf of the Board of Directors

Sd/-

Place: Gurugram S. K. Arya

Date: August 08, 2023 Chairman & Managing Director

DIN: 00004626

Mar 31, 2018

DIRECTORS'' REPORT

To the Members,

Your Directors are pleased to present the Thirty First Annual Report on business and operations of your Company together with the Audited Financial Statement for the Financial Year ended 31st March, 2018.

1. FINANCIAL RESULTS

The Company''s financial performance, for the year ended 31st March, 2018 is summarized below:

		(Rs. in Million)
Particulars	2017-18	2016-17
Total Income	17914.02	17334.71
Earnings before interest, depreciation, tax and amortization (EBIDTA)	1592.58	1,345.22
Finance Cost	201.19	182.98
Depreciation	491.03	414.30
Profit Before Tax	900.36	747.93
Tax Expense	311.46	210.19
Profit after Tax	588.91	537.74
Retained Earnings
Balance at the beginning of the Year	2592.30	2108.14
Profit for the Year	5,88.91	537.74
Other Comprehensive Income arising from remeasurement of defined benefit Obligation	(0.86)	(1.47)
Payment of dividend on equity shares	(54.13)	(43.30)
Corporate Dividend Tax paid	(11.02)	(8.81)
Balance at the end of the year	3115.20	2592.30

2. FINANCIAL HIGHLIGHTS

Your Company recorded total Revenue of 17,340.21 million (net of excise) during the financial year 2017-18 as compared to Rs. 15,280.48 million in the previous year, an increase of 13.48%. The EBIDTA has gone up by 18.39% during the financial year 2017-18 due to strong operational performance. The Profit Before Tax for the financial year 2017-18 amounts to Rs. 900.36 million as against Rs. 747.93 million for the previous year, showing an increase of 20.38%. The profit after tax has gone up in the financial year 2017-18 to Rs. 588.91 million as compared to Rs. 537.74 million in the previous year showing an increase of 9.52%. The reason for lower increase in Profit After Tax is due to non-availability of tax benefit under section 32AC of Income Tax Act in the current year.

3. DIVIDEND AND APPROPRIATION

(A) Dividend

Your Directors have recommended a dividend of Rs. 2.50 (i.e.50%) per equity share for the financial year ended 31st March, 2018, amounting to Rs. 54.13 Million (inclusive of Corporate Dividend Tax of Rs. 11.02 Millions). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose name appear in the Register of Members as on 27th August, 2018 and in respect of shares held in dematerialized form, it will be paid to members whose name are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

(B) Appropriation

During the financial year 2017-18, an amount of Rs. Nil was transferred to the General Reserve from the Profits of the Company.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is given separately and forming part of the Annual Report.

5. CREDIT RATING

ICRA has assigned its credit rating of A1 for short term instruments which is the highest rating for credit quality and the rating for long term debt Instruments is AA- and indicating the outlook on the long term rating as "Stable".

6. QUALITY

Your Company has implemented International Quality Management System based on the requirement of IATF 16949:2016. The Company has established, implemented and is maintaining an Information Security Management System. During the year, ISO 14001 surveillance was carried out by M/s American System Registrar, LLC and the auditors recommended the continuation of the ISO 14001. Apart from the above, your Company is also OHSAS-18001:2007 and ISO-14001:2015 certified.

7. HUMAN RESOURCES

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

8. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Mr. Nishant Arya (DIN : 00004954) will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommend his re-appointment. A brief profile and other details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the notice of 31st Annual General Meeting of the Company.

Mr. Virender Ganda (DIN 01013057), Independent Director of the Company had resigned from the Directorship of the Company with effect from 16th January, 2018.

The company has appointed Mr. Dhanendra Kumar, recommmended by nomination and remuneration committee, as an additional Director and Independent Director of the Company in the Board Meeting held on 16th July, 2018 in place of Mr. Virender Ganda. An appropriate observation in this regard is given by Secretarial Auditor in its report dated 16th July, 2018.

Key Managerial Personnel

There is no change in the Key Managerial Personnel of the Company during the year 2017-2018.

10. DECLARATION OF INDEPENDENT DIRECTORS

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

The terms of appointment of Independent Directors may be accessed on the Company''s website at the link: http://www. jbmgroup.com/pdf/T8iC%20Appolntment%20of%20lndependent%20Dlrector/Jay-Bharat-Marutl-Ltd-terms-condltlons-of-appolntment-of-lndependent-Dlrectors.pdf

11. PERFORMANCE EVALUATION

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

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

12. REMUNERATION POLICY

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

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date;

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

(d) the Directors have prepared the annual accounts on a ''going concern'' basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

14. MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the year. For details of the meeting of the Board, please refer to the Report on Corporate Governance. The intervening gap between two Board Meetings did not exceed 120 days.

15. AUDIT COMMITTEE

The Audit Committee comprises three Independent Directors & one Non-Executive Director namely Mr. U. C. Agarwal as Chairman, Mr. D. P. Agarwal, Mr. Achintya Karati and Mr. Nishant Arya as members. The powers and role of the Audit Committee are included in the Report on Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.

16. CORPORATE GOVERNANCE

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detailed report on corporate governance is given separately and forms part of the Annual Report and the certificate obtained from M/s Dhananjay Shukla & Associates, Company Secretaries regarding compliance of the conditions of corporate governance is attached to the said report.

17. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered during the year were in the ordinary course of business and on arm''s length basis.

Omnibus approval is obtained from the Audit Committee for the related party transactions which are foreseen and repetitive in nature. A statement of all related party transactions are placed before the Audit Committee on quarterly basis for review.

The Policy on ''materiality of and dealing with related party transactions'', as approved by the Board may be accessed on the Company''s website at the link: http://www.jbmgroup.com/pdf/polides/JBML_Policy%20for%20determination%20 of%20Materiality%20of%20Event%20or%20information.pdf

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

18. CORPORATE SOCIAL RESPONSIBILITY

In compliance of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility Committee (''CSR Committee''). The detailed terms of reference of the Corporate Social Responsibility Committee is provided in the Report on Corporate Governance. In pursuit of the responsibilities entrusted to the CSR Committee, a policy on Corporate Social Responsibility has been prepared and approved by the Board which may be accessed on the Company''s website at the link: http://www.jbmgroup.com/pdf/policies/CSR-policy.pdf

Annual Report on CSR activities of the Company in format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith and marked as Annexure-IV.

19. RISK MANAGEMENT

The Board of Directors has constituted Risk Management Committee to identify elements of risk in different areas of operations. The Company has developed and implemented a risk management policy for identifying the risk associated with business of the Company and measures to be taken to mitigate the same. The details of Risk Management Committee are included in the Report on Corporate Governance.

20. INTERNAL FINANCIAL CONTROLS

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

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

The Company has appointed M/s Mehra Goel & Co., Chartered Accountants, New Delhi as Internal Auditors to carry out Internal Audits. The Internal Auditors'' Reports are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.

21. AUDITORS AND AUDITORS'' REPORT

(a) Statutory Auditors

M/s Sahni Natarajan & Bahl (Firm Registration No. 002816N), Chartered Accountants, New Delhi had been appointed as Statutory Auditors of the Company in the 30th Annual General Meeting of the Company held on 18th August, 2017 to hold office from the conclusion of 30th Annual General Meeting until the conclusion of 35th Annual General Meeting.

Further, the Report given by the Statutory Auditors M/s Sahni Natarajan & Bahl (Firm Registration No. 002816N), Chartered Accountants, New Delhi on the financial statement of the Company is part of the Annual Report. The notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

(b) Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Company had appointed M/s Dhananjay Shukla & Associates, Company Secretaries, Gurgaon, Haryana as its Secretarial Auditors to conduct secretarial audit of the Company for the financial year 2017-18. The Report given by the Secretarial Auditors is annexed as Annexure-V and forms an integral part of this Report. There is no qualification or adverse remark in the report.

22. AWARDS AND ACCOLADES

Your Company has been recognized for the superior performance in the field of Support for Gujarat Localization for the year 2017-18 by Maruti Suzuki (India) Limited.

Your Company has been recognized for the superior performance in the field of Tooling Localization for the year 2017-18 by Maruti Suzuki (India) Limited.

Your Company has been recognized for the superior performance in the field of VA-VE for the year 2017-18 by Maruti Suzuki (India) Limited.

23. I. COMMISSIONING OF NEW PLANT AT VTTHALAPUR, GUJARAT

Your Company''s Plant established at Vithlapur in Gujarat, is now operational and is catering to the needs of M/s Suzuki Motor Gujarat Private Limited. The plant has state of the art facilities with special focus on automation so as to achieve consistent quality and productivity. The probability of Human error has significantly reduce by Automation. The new Plant facility includes automated transfer press line, robotic tendem press line, Progressive press line, robotic welding line and CED paint shop.

The Phase-II of expansion at the new plant is also underway so as to increase the capacity to cater to 5,00,000 numbers of vehicles of M/s Suzuki Motor Gujarat Private Limited.

II. ESTABLISHMENT OF NEW TOOL ROOM JOINT VENTURE WITH M/S OGIHARA THAILAND CO. LTD

Your Company is expanding its tooling manufacturing capacity and has obtained Know how for localizing High tensile dies and critical BIW parts. The Company is setting up a new tool room in association with M/s Ogihara (Thailand) Co. Ltd and M/s JBM Auto Limited for manufacturing of press stamping dies including Ultra High Tensile and critical BIW Dies. A new joint venture Company named M/s JBM Ogihara Die Tech Private Limited is incorporated. The tool room will be situated at Greater Noida in Uttar Pradesh and is expected to be operational by next financial year. The tool room will work for localization of imported tooling.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put in place a vigil mechanism for Directors, Employee and other person dealing with the Company for reporting illegal or unethical behaviour, actual or suspected fraud or violation of the company''s Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors, employees or other persons who avail of the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee.

The Vigil Mechanism (Whistle Blower Policy) is available on the Company''s website, which may be accessed at the link: http://www.jbmgroup.com/pdf/policies/JBML Whistle-Blower-Policy.pdf

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

26. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the Company between the end of the financial year of the Company i.e. 31st March, 2018 and the date of this Report i.e. 16th July, 2018.

27. DETAIL OF SUBSIDARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

None of the Company has become or ceased to become the subsidiary, joint venture or associate of the Company during the Financial Year 2017-18.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDER

No significant and material order have been passed by any regulator or court or tribunal impacting the going concern status or future operations of the Company.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure - VI to this Report.

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

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

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

During the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT -9 as required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is given in Annexure - VII to this Report.

32. EMPLOYEES STOCK OPTION PLANS /SCHEMES

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

33. PARTICULARS OF EMPLOYEES

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

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

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

34. ACKNOWLEDGEMENT

Your Directors acknowledge the continued assistance, guidance and Co-operation received from Maruti Suzuki India Limited, Suzuki Corporation Limited (Japan), Suzuki Motor Gujarat Private Limited and all its other technical partners.

Your Directors also wish to express their sincere appreciation for the assistance and co-operation received from the Banks, State Government and Central Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by all the employees of the Company.

	For and on behalf of the Board of Directors
	Sd/-
	S. K. Arya
Place Gurugram	Chairman & Managing Director
Date: 16 July, 2018	DIN: 00004626

ANNEXURE-I

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS'' INDEPENDENCE

1. Introduction

1.1 Jay Bharat Maruti Limited (JBML) believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. Towards this, JBML ensures constitution of a Board of Directors with an appropriate composition, size, diversified expertise and experience and commitment to discharge their responsibilities and duties effectively.

1.2 JBML recognizes the importance of Independent Directors in achieving the effectiveness of the Board. JBML aims to have an optimum combination of Executive, Non-Executive and Independent Directors.

2. Scope and Exclusion

2.1 This Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company.

3. Definition

3.1 "Director" means a Director appointed to the Board of a Company.

3.2 "Nomination and Remuneration Committee" means the committee constituted by JBML''s Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3.3 "Independent Director" means a Director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4. Policy

4.1 Qualifications and criteria

4.1.1 The Nomination and Remuneration Committee and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the Company''s operations.

4.1.2 In evaluating the suitability of individual Board members, the Nomination and Remuneration Committee may take into account factors such as:

General understanding of the Company''s business and social perspective;

Educational and professional background Standing in the profession; Personal and professional ethics, integrity and values;

Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

4.1.3 The proposed appointee shall also fulfill the following requirements: Shall possess a Director Identification Number; Shall not be disqualified under the Companies Act, 2013; Shall give his/her written consent to act as a Director; Shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other relevant laws.

4.1.4 The Nomination and Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company''s business.

4.2 Criteria of Independence

4.2.1 The Nomination and Remuneration Committee shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

4.2.2 The criteria of independence, as laid down in Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:

An Independent Director in relation to a Company, means a Director other than a Managing Director or a Whole-Time Director or a Nominee Director -

a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. (i) who is or was not a promoter of the Company or its holding, subsidiary or associate company;

(ii) who is not related to promoters or Directors in the company, its holding, subsidiary or associate company;

c. who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

d. none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or Directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

e. who, neither himself nor any of his relativesâ

(i) holds or has held the position of a Key Managerial Personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of -

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or Director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lessor or lessee of the company.

f. shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, corporate social responsibility or other disciplines related to the Company''s business.

g. shall possess such other qualifications as may be prescribed, from time to time, under the Companies Act, 2013.

h. who is not less than 21 years of age.

4.2.3 The Independent Directors shall abide by the "Code for Independent Directors" as specified in Schedule IV to the Companies Act, 2013.

4.3 Other Directorships / Committee Memberships

4.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their Directorships in other listed public limited companies in such a way that it does not interfere with their role as Directors of the Company. The Nomination and Remuneration Committee shall take into account the nature of and the time involved in a Director''s service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company.

4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds Directorships. For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders'' Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

ANNEXURE - II

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

1. Introduction

1.1 Jay Bharat Maruti Limited (JBML) recognizes the importance of aligning the business objectives with specific and measureable individual objectives and targets. The Company has therefore formulated the remuneration policy for its Directors, Key Managerial Personnel and other employees keeping in view the following objectives:

1.1.1 Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully.

1.1.2 Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

1.1.3 Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Human Resources, Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company.

3. Definition:

3.1 "Director" means a Director appointed to the Board of the Company.

3.2 "Key Managerial Personnel" means

(i) the Managing Director or the Chief Executive Officer or the Manager;

(ii) the Whole-time director;

(iii) the Company secretary;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed under the Companies Act, 2013

3.3 "Nomination and Remuneration Committee" means the committee constituted by JBML''s Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

4. Policy:

4.1 Remuneration to Executive Directors and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Nomination & Remuneration Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

4.1.2 The Board, on the recommendation of the Nomination & Remuneration Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

4.1.3 The remuneration structure to the Executive Directors and Key Managerial Personnel shall include the following components:

(i) Basic Pay;

(ii) Perquisites and Allowances;

(iv) Commission (applicable in case of Executive Directors);

(v) Retiral benefits; (vi) Performance Bonus;

4.2 Remuneration to Non-Executive Directors

4.2.1 The Board, on the recommendation of the Nomination & Remuneration Committee, shall review and approve the remuneration payable to the Non- Executive Directors of the Company within the overall limits approved by the shareholders.

4.2.2 Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof.

4.3 Remuneration to other employees

4.3.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

ANNEXURE-III

FORM No. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm''s length basis.
SI. No.	Name(s) of the related party	Nature of relationship	Nature of contracts/ arrangements/ transactions	Duration of the contracts/ arrangements/ transactions	Salient terms of the contracts or arrangements or transactions including the value, if any	Justification for entering into such contracts or arrangements or transactions''	Date of approval by the Board/ Audit Committee	Amount paid as advances, if any	Date on which the special resolution was passed in General meeting as required under first proviso to section 188
	NOT APPLICABLE

2. Details of material contracts or arrangements or transactions at Arm''s length basis.
SI No.	Name (s) of the related party	Nature of relationship	Nature of contracts/ arrangements/ transactions	Duration of the contracts/ arrangements/ transactions	Salient terms of the contracts or arrangements or transactions including the value, if any	Date of approval by the Board /Audit Committee	Amount paid as advances, if any
1	Maruti Suzuki India Ltd.	Associate Company	Sale, Purchase or Supply of goods or Materials	Ongoing Transactions	Transactions in the ordinary course of business which are based on transfer pricing guidelines	19.04.2017	Nil
2	Neel Metal Products Ltd.	Public Company in which Director is a director Holding more than 2% of its paid up share capital	Sale, Purchase or Supply of goods or Materials	Ongoing Transactions	Transactions in the ordinary course of business which are based on transfer pricing guidelines	19.04.2017	Nil

ANNEXURE - IV Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2017-18

1.	A brief outline of the company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.	As per Section - Corporate Social Responsibility in Directors'' Report.
2.	Composition of the CSR Committee	i. Mr. U. C. Agarwal, Chairman ii. Mr. D. P. Agarwal, Member iii. Ms. Esha Arya, Member
3.	Average net profit of the Company for last three financial years	Rs. 6,027.40 Lakhs
4.	Prescribed CSR Expenditure (two per cent of the amount mentioned in item 3 above)	Rs. 120.55 Lakhs
5.	Details of CSR spent during the financial year:
	a. Total amount to be spent for the financial year	Rs. 121.93 Lakhs
	b. Amount unspent, if any	NIL
	c. Manner in which the amount spent during the financial year	As per detail given below

Detail of amount spent on CSR activities during the financial year 2017-18:
SI. No.	CSR Project or activity identified	Sector in which the project is covered	Projects or Programs (1) Local area or other (2) Specify the State and District where projects or programs was undertaken	Amount outlay (budget) project or program wise (Rs. in Lakhs)	Amount spent on the projects or programs Sub heads: (1) Direct Expenditure on the project or programs (2) Overheads: (Rs. in Lakhs)	Cumulative expenditure up to the reporting period i.e. FY2017-18 (Rs. in Lakhs)	Amount spent: Direct or through implementing agencies
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)
1.	Promoting women empowerment by establishing institutions and Medical relief to the people	Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.	Local Area	75.00	75.00	75.00	Through Implementing Agency:-Shri Madhav Jan Sewa Nyas
2	Medical and Healthcare programmes and women empowerment	Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.	Local Area	25.00	25.00	25.00	Through Implementing Agency :- Moga Devi Minda Charitable Trust

Production & promotion of CDs on moral value/motivation education for distribution at various schools and institutions

Promoting Education

Local Area

16.82

Direct

Plantation of Trees :

Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water

Local Area

5.00

Through Implementing Agency :-Jal Vayu Sanrakshan Samiti

Community Development:

â¢ Promoting Education

â¢ Establishment of Public Libraries

â¢ Setting up of old age homes

â¢ Protection of National Heritage

In Panchkula district of Haryana

0.11

Through implementing agency :- Neel Foundation

6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report- NA

As a responsible corporate citizen, the Company has been implementing societal activities as per prescribed schedule VII of the Companies Act, 2013. Additionally, the Company has spent an amount above 2% of the average net profits of the last three financial years, which is eligible under the CSR rules and will continue to increase this in a step up manner with plans for 2% CSR spend in 2018-19.

7. Responsibility Statement

The Responsibility Statement of the Corporate Social Responsibility (CSR) Committee of the Board of Directors of the Company is reproduced below:

The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with the CSR objectives and Policy of the Company.

Sd/-	Sd/-
S. K. Arya	U. C. Aggarwal
Chairman & Managing Director	Chairman, CSR Committee
DIN: 00004626	DIN: 00012468

ANNEXURE - V FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

M/s Jay Bharat Maruti Limited

Regd. Office.:-601, Hemkunt Chambers, 89, Nehru Place, New Delhi-110019

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Jay Bharat Maruti Limited, (hereinafter called "the Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended 31st March 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31st March 2018 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (''SCRA) and the Rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

a. The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent

of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (No event took place under this Act during Audit period);

iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (No event took place under this Regulation during Audit period);

d. The Securities and Exchange Board of India (Share based Employees Benefit) Regulation,2014; (No event took place under this Regulation during Audit period );

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (No event took place under this Regulation during Audit period );

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (No event took place under this Regulation during Audit period);

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (No event took place under this Regulation during Audit period ); and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations,1998(No event took place

under this Regulation during Audit period);

v. There were no specific laws applicable to the Company by virtue of the Company being engaged in the business of auto

ancillary/components manufacturing, as informed by the management of the Company, during the period under audit.

We have also examined compliance with the applicable clauses of the following:

I. Secretarial Standards issued by The Institute of Company Secretaries of India on Board Meetings (SS-1) and General Meetings (SS-2);

II. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under audit, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc.

We further report that-

The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non-Executive Directors, Independent Directors and Women Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. However, after resignation of Shri Virender Ganda, Independent Director w.e.f 16th January 2018, the number of Independent Directors have come down to three from required four Independent Directors. The Company, through written representation, has informed us that the company took necessary steps to identify and appoint to fill the vacancy of Independent Director and the Nomination and Remuneration committee of the company has recommended Mr. Dhanendra Kumar (DIN:05019411) in its meeting held on 16th July 2018, to the Board of Directors for his appointment as Independent Director. The Board has appointed Mr. Dhanendra Kumar (DIN: 05019411) as Independent Director in its Board Meeting held on 16th July 2018.

Adequate notice has been given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as per the minutes, as duly recorded and signed by the Chairman, of the meeting of the Board of Directors or committees of the Board, therefore no dissenting views were there required to be recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance in respect of applicable laws , rules, regulations and guidelines etc.

We further report that during the audit period the Company has undertaken no activities having a major bearing on the Company''s Affairs in pursuance of the above referred laws, rules, regulations, guidelines, etc.

	For Dhananjay Shukla & Associates
	Company Secretaries
	Sd/-
	Dhananjay Shukla
Date: 16th July 2018	Proprietor
Place: Gurugram	FCS-5886, CP No. 8271

''Annexure-A''

To,

The Members,

M/s Jay Bharat Maruti Limited

Regd. Office:-601, Hemkunt Chambers,

89, Nehru Place,

New Delhi-110019

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. We have not examined the compliance by the company with applicable financial laws like Direct and Indirect Tax Laws, since the same has been subject to review by the Statutory and other Audit and by other designated professionals.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test check basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

	For Dhananjay Shukla & Associates
	Company Secretaries
	Sd/-
	Dhananjay Shukla
Date: 16th July 2018	Proprietor
Place: Gurugram	FCS-5886, CP No. 8271

ANNEXURE- VI

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earning & Outgo required under the Companies (Accounts) Rules, 2014

A. Conservation of energy

(i) Steps taken for conservation of energy

Various energy conservation measures taken by the Company during the year under review are:

(a) AC Drive provided in paint shop on Oven Exit Blower and canopy entry blower to reduce energy consumption when oven door is closed.

(b) AC Drive provided in Paint shop on Oven Main Blower to reduce energy consumption when oven door is open.

(c) Interlock provided in paint shop so that KOD Degreasing Pump is off when no basket in KOD and Degreasing Tank. Frequency of oven blower also reduced from 50 HZ to 40 HZ.

(d) Interlock provided at the scrap conveyor so that it will be off during die change.

(e) Three phase Fan (750 watt & 550 watt) replaced with single phase Fan (180 watt & 100 watt) as per cooling air requirement.

(f) Reduction of compressed air by 100 CFM by change in pipeline layout in Exhaust and Axle Line.

(g) Installation of LED Light in PDI Area and inspection table in place of conventional lights.

(ii) Steps taken by the Company for utilizing alternate source of energy

Installation of solar systems for using solar energy which will be a low cost source of energy and beneficial for eco system for its new plant at Vithlapur, Gujarat.

(iii) Capital Investment on energy conservation equipments

All energy conservation measures have been taken by process optimization without any major capital investment.

B. Technology absorption

(i) Efforts made towards technology absorption

(a) To meet the business requirements, the Company has imported and absorbed the Japanese Technology for production of Rear Axle for new models of MSIL. Welding process designing, line layout is finalized by the Company under guidance of Yorozu Corporation, Japan. Complete manufacturing, installation and fine tuning of the line is done by local team.

(b) To meet the stringent quality requisites for Rear axles in new models , Company has introduced a state of art MIG welding technology "Active - Tawers series Robot by Panasonic", the Key features includes - High operating speed of the order 100 cm / min In comparison to 50 cm/ min in conventional robot, without sacrificing - Weld penetration and generates very low spatters - at New Wagonr rear axle line - J3.

(c) MIG-Weld bead analysis by " Online checking through vision camera ", to prevent the poor weld parts to escape to next weld station - at Ignis rear axle line - J1.

(ii) The benefit derived like production improvement, cost reduction, product development or import substitution

(a) The above projects helped us in reduction of development time and subsequent reduction in investment.

(b) Saving of foreign exchange due to localization of ''Rear Axle production line''.

(d) Introducing Vision camera for weld analysis, is a good initiative to keep a check on weld quality output and control the NG parts to Outflow.

(e) PRESS SHOP FAGOR (SPAIN) make SERVO lead press installed in J2 plant for following advantages

i). More flexibility for draw operations of typical parts as slide speed can be controlled at various stages of single cycle.

ii) No flywheel, clutch & brake and related controls. Less maintenance & ease in operation. iii) Latest technology in stamping for better draw quality, longer die life, lesser noise during operation & lesser power consumption.

(iii) Information regarding imported technology (Imported during last three years)

Detail of Technology Imported	Technology Imported from	Year of Import	Whether the Technology been fully absorbed
For Manufacturing of Rear Axle of Baleno Model of MSIL	Yorozu Corporation, Japan	2015-16	Yes
For Manufacturing of Rear Axle of New Swift Dzire Model of MSIL	Yorozu Corporation, Japan	2016-17	Yes
For manufacturing of Rear Axle of New Swift Dzire Model of MSIL	Yorozu Corporation, Japan	2017-18	Yes

(iv)	Expenditure incurred on research and development
SI. No.	Particulars	(Rs. in Million)
(a)	Capital	Nil
(b)	Revenue	6.41
	Total:	6.41

(v)	Foreign Exchange Earnings and Outgo
	Particulars	(Rs. in Million)
	Foreign exchange earned in terms of actual inflow	Nil
	Foreign exchange outgo in terms of actual outflow	76.25

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR ENDED ON 31.03.2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014]

I.	REGISTRATION & OTHER DETAILS:
1	CIN	L29130DL1987PLC027342
2	Registration Date	19* March, 1987
3	Name of the Company	Jay Bharat Maruti Limited
4	Category/Sub-category of the Company	Public Company
5	Address of the Registered office & contact details	601, Hemkunt Chambers, 89, Nehru Place, New Delhi - 110019 E-mail: jbml.investor@jbmgroup.com Ph. 011-26427104; Fax: 011-26427100
6	Whether listed company	Yes
7	Name, Address & contact details of the Registrar & Transfer Agent, if any.	MCS Share Transfer Agent Limited F- 65, 1st Floor, Okhla Industrial Area, Phase -I, New Delhi - 110020 Ph. 011-41609386; 41406149; 41709885

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
S. No.	Name and Description of main products / services	NIC Code of the Product/service	% to total turnover of the company
1	Sheet Metal Components for Automobiles	25910	64.74%
2	Real Axle	29301	25.89%

III.	PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -
SI. No.	Name and Address of the Company	CIN / GIN	Holding / Subsidiary/ Associates	% of Share held	Applicable Section
1.	Maruti Suzuki India Limited	L34103DL1981PLC011375	Associates	29.28	2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(A) Category-wise Share Holding

	No. of Shares held at the beginning of the year [As on 1st April, 2017]				No. of Shares held at the end of the year [As on 31st March, 2018]
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change during the year
A. Promoter''s
(1) Indian
a) Individual/ HUF	3162950	-	3162950	14.61	3162950	-	3162950	14.61	0.00
b) Central Govt	-	-	-	-	-	-	-	-	-
c) State Govt(s)	-	-	-	-	-	-	-	-	-
d) Bodies Corp.	9516350	-	9516350	43.95	9516350	-	9516350	43.95	0.00
e) Banks / FI	-	-	-	-	-	-	-	-	-
f) Any other	-	-	-	-	-	-	-	-	-
Total shareholding of Promoter (A)	12679300	-	12679300	58.56	12679300	-	12679300	58.56	0.00
B. Public Shareholding						-
1. Institutions	-	-	-	-	-	-	-	-
a) Mutual Funds	698540	3400	701940	3.24	108485	3400	111885	00.52	(84.06)
b) Banks / FI	4529	1200	5729	0.03	1459	1200	2659	00.01	(53.58)
c) Central Govt	200	-	200	0.00	98405	-	98405	00.45	49102.5
d) State Govt(s)	-	-	-	-	-	-	-	-
e) Venture Capital Funds	-	-	-	-	-	-	-	-
f) Insurance Companies	10100	1000	11100	0.05	16103	1000	17103	00.08	54.08
q) FIIs	8582	2000	10582	0.05	19513	1600	21113	00.10	99.51
h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-
i) Others (specify)	-	-	-	-	-	-	-	-
Sub-total (B)(1):-	721951	7600	729551	3.37	243965	7200	251165	1.16	(65.71)
2. Non-Institutions
a) Bodies Corp.
i) Indian	3792336	668404	4460740	20.60	3955981	668400	4624381	21.35	3.66
ii) Overseas	-	-	-	-	-	-	-	-
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.. 2 lakh	2042665	466852	2509517	11.59	2556322	351232	2907554	13.43	15.86
ii) Individual shareholders holding nominal share capital in excess of Rs..2 lakh	1034694	48800	1083494	5.00	963827	48800	1012627	4.68	(6.54)
c) Others (specify)
NBFCs Registered with RBI		-	-	-	175	-	175	0.00	.00
Non Resident Indians	105398	82000	187398	0.86	125198	49600	174798	0.82	(6.72)
Overseas Corporate Bodies	-	-	-	-	-	-	-	-
Foreign Nationals	-	-	-	-	-	-	-	-
Clearing Members	-	-	-	-	-	-	-	-
Trusts	-	-	-	-	-	-	-	-
Foreign Bodies - D R	-	-	-	-	-	-	-	-
Sub-total (B)(2):-	6975093	1266056	8241149	38.07	7601503	1118032	8719535	40.28	5.80
Total Public Shareholding (B) = (B)(1) (B)(2)	7697044	1273656	8970700	41.44	7845468	1125232	8970700	41.44	0
C. Shares held by Custodian for GDRs & ADRs	-	-	-	-	-	-	-	-
Grand Total (A B C)	20376344	1273656	21650000	100	20524768	1125232	21650000	100	0

(B) Shareholding of Promoters-

		Shareholding at the beginning of the year [As on 1st April, 2017]			Shareholding at the end of the year [As on 31st March, 2018]
SI. No.	Shareholder''s Name	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	% change in shareholding during the year
1	Maruti Suzuki India Limited	6340000	29.28	-	6340000	29.28	-	-
2	ANS Holding Pvt. Ltd.	2029000	9.37	-	2029000	9.37	-	-
3	Sanjay Singhal	1900400	8.78	-	1900400	8.78	-	-
4	JBM Industries Ltd.	616000	2.85	-	616000	2.85	-	-
5	Sanjay Singhal (HUF)	500000	2.31	-	500000	2.31	-	-
6	Shrey Singhal	445600	2.06	-	445600	2.06	-	-
7	Super Auto Industries (P) Ltd.	324000	1.50	-	324000	1.50	-	-
8	A To Z Securities Ltd.	207350	0.96	-	207350	0.96	-	-
9	Surendra Kumar Arya	177350	0.82	-	177350	0.82	-	-
10	Neelam Arya	106800	0.49	-	106800	0.49	-	-
11	Surendra Kumar Arya (HUF)	28800	0.13	-	28800	0.13	-	-
12	Nishant Arya	4000	0.02	-	4000	0.02	-	-
	Total:	12679300	58.56	-	12679300	58.56	-	-

(C) Change in Promoters'' Shareholding:

SI. No.	Name	Shareholding		Date	Increase/ Decrease in Shareholding	Reason	Cumulative Shareholding during the year (01.04.17 to 31.03.18)
		No. of shares at the beginning (01.04.2017) / end of the year (31.03.2018)	% of total Shares of the Company				No. of shares	% of total Shares of the Company
NIL

(D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

SI. No.	Name	Shareholding	ing	Date	Increase / Decrease in Shareholding	Reason	Cumulative Shareholding during the year (01.04.17 to 31.03.18)
		No. of shares at the beginning (01.04.2017) / end of the year (31.03.2018)	% of total Shares of the Company				No. of shares	% of total shares of the company
1.	Focal Leasing & Credits Ltd.	981336 981336	4.53 4.53	01.04.2017 31.03.2018	-	-	981336	4.53
2.	SMC Credits Ltd.	822800 822800	3.80 3.80	01.04.2017 31.03.2018	-	-	822800	3.80
3.	Shuklamber Exports Ltd.	800452 800452	3.70 3.70	01.04.2017 31.03.2018	-	-	800452	3.70
4.	Amity Infotech	615965	2.85	01.04.2017
	Pvt. Ltd.	615965	2.85	31.03.2018	-	-	615965	2.85
5.	Pine Consultant Pvt. Ltd.	600800 600800	2.78 2.78	01.04.2017 31.03.2018	-	-	600800	2.78
6.	Kedar Dattatraya Borgaonkar	429788	1.99	01.04.2017
	Kedar Dattatraya Borgaonkar			07.04.2017	-4136	Sale	425652	1.97
				14.04.2017	2500	Purchase	428152	1.98
				05.05.2017	-1250	Sale	426902	1.97
				08.09.2017	14048	Purchase	440950	2.04
				01.12.2017	16000	Purchase	456950	2.11
		456950	2.11	31.03.2018			456950	2.11
7.	Super Auto Industries Pvt. Ltd.	199662	0.92	01.04.2017
				21.07.2017	-8000	Sale	191662	0.89
		191662	0.89	31.03.2018			191662	0.89
8.	AS. Lamba	180000	0.83	01.04.2017 14.04.2017	-200	Sale	179800	0.83
				21.04.2017	200	Purchase	180000	0.83
				28.04.2017	-700	Sale	179300	0.83
				05.05.2017	-700	Sale	178600	0.82
				07.07.2017	500	Purchase	179100	0.83
				14.07.2018	2000	Purchase	181100	0.84
				18.08.2017	900	Purchase	182000	0.84
				27.10.2017	-300	Sale	181700	0.84
				10.11.2017	-1100	Sale	180600	0.83
				17.11.2017	-1600	Sale	179000	0.83
				24.11.2017	-3000	Sale	176000	0.81
				01.12.2017	-1000	Sale	175000	0.81
				08.12.2017	-1000	Sale	174000	0.80
				15.12.2017	-1000	Sale	173000	0.80
				05.01.2018	2000	Purchase	175000	0.81
				09.03.2018	-1000	Sale	174000	0.80
		174000	0.80	31.03.2018			174000	0.80

SI. No.	Name	Shareholding		Date	Increase/ Decrease in Shareholding	Reason	Cumulative Shareholding during the year (01.04.17 to 31.03.18)
		No. of shares at the beginning (01.04.2017) / end of the year (31.03.2018)	% of total Shares of the Company				No. of shares	% of total shares of the company
9.	D. Srimathi	116146	0.54	01.04.2017
				09.06.2017	2500	Purchase	118646	0.55
				12.01.2018	871	Purchase	119517	0.55
		119517	0.55	31.03.2018			119517	0.55
10.	Kedar Dattatraya Borgaonkar	153706	0.71	01.04.2017
	Kedar Dattatraya Borgaonkar			07.04.2017	-8559	Sale	145147	0.67
				14.04.2017	-2500	Sale	142647	0.66
				05.05.2017	-9330	Sale	133317	0.62
				12.05.2017	-14525	Sale	118792	0.55
				19.05.2017	-400	Sale	118392	0.55
				04.08.2017	-2500	Sale	115892	0.54
				15.09.2017	-9501	Sale	106391	0.49
				06.10.2017	-2621	Sale	103770	0.48
				13.10.2017	-54	Sale	103716	0.48
		103716	0.48	31.03.2018			103716	0.48
11.	L and T Mutual Fund Trustee Ltd-L and T India Value Fund	690654	3.19	01.04.2017
				26.05.2017	15757	Purchase	706411	3.26
				30.06.2017	10000	Purchase	716411	3.31
				07.07.2017	-36293	Sale	680118	3.14
				14.07.2017	-26585	Sale	653533	3.02
				21.07.2017	-148980	Sale	504553	2.33
				28.07.2018	-11044	Sale	493509	2.28
				04.08.2017	-17293	Sale	476216	2.20
				18.08.2017	-27816	Sale	448400	2.07
				13.10.2017	-178589	Sale	269811	1.25
				02.02.2018	-21263	Sale	248548	1.15
				16.02.2018	-6306	Sale	242242	1.12
		97563	0.45	31.03.2018	-144589	Sale	97653	0.45

(E) Shareholding of Directors and Key Managerial Personnel:

		Shareholding at the beginning of the year		Cumulative Shareholding during the year
SI. No.	Shareholding of each Directors and each Key Managerial Personnel	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	Surendra Kumar Arya
	At the beginning of the year	177350	0.82
	Sale/Purchase during the year	-	-
	At the end of the year	177350	0.82	177350	0.82
2	Nishant Arya
	At the beginning of the year	4000	0.02
	Sale/Purchase during the year	-	-
	At the end of the year	4000	0.02	4000	0.02
3	Anand Swaroop
	At the beginning of the year	2000	0.01
	Sale/Purchase during the year	-	-
	At the end of the year	2000	0.01	2000	0.01

V. INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due for payment.

				(Rs in Million)
	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	2,553.58	-	-	2,553.58
ii) Interest due but not paid	2.37	-	-	2.37
iii) Interest accrued but not due	5.81	-	-	5.81
Total (i ii iii)	2,561.76	-	-	2,561.76
Change in Indebtedness during the financial year
* Addition	430.27	-	-	430.27
* Reduction	-	-	-	-
Net Change	430.27	-	-	430.27
Indebtedness at the end of the financial year
i) Principal Amount	2983.85	-	-	2983.85
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	13.93	-	-	13.93
Total (i ii iii)	2,997.78	-	-	2,997.78

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:			(Rs in Million)
S.No.	Particulars of Remuneration	Name of MD/WTD/ Manager	Total Amount
		Mr. S. K. Arya Chairman & Managing Director
1	Gross salary
1	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	19.55	19.55
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	3.96	3.96
	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961	.	.
2	Stock Option	-	-
3	Sweat Equity	-	-
4	Commission - as % of profit - others, specify...	17.54	17.54
5	Others, please specify	-	-
	Total (A)	41.05	41.05
	Ceiling as per the Act	Rs. 43.94 Million (being 5% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013

B. Remuneration to other Directors						(Rs in Million)
SI. No.	Particulars of Remuneration	Name of Directors				Total Amount
1	Independent Directors:	Mr. U.C. Agarwal	Mr. D.P. Agarwal	Mr. Achintya Karati	Mr. Virender Ganda
	Fee for attending board /committee meetings	0.18	-	0.14	0.02	0.34
	Commission	-	-	-	-	-
	Others, please specify	-	-	-	-	-
	Total (1)	0.18	-	0.14	0.02	0.34
2	Other Non-Executive Directors	Mr. Nishant Arya	Ms. Esha Arya	Mr. Rajiv Gandhi
	Fee for attending board /committee meetings	0.12	_	0.08		0.20
	Commission	-	-	-		-
	Others, please specify	-	-	-		-
	Total (2)	0.12	-	0.08		0.20
	Total (B) = (1 2)	0.30	-	0.22		0.54
	Total Managerial Remuneration*					41.59*
	Overall Ceiling as per the Act	Rs 9.27 Million (Being 1% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013)

* Total Remuneration to the Chairman and Managing Director and other Directors (being the Total of A and B)

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

As per the provisions of section 136 (1) read with relevant proviso of Companies Act 2013, the aforesaid information is excluded from this Annexure. Any member interested in obtaining such information may write to the Company Secretary at the registered office or the corporate office of the Company.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority [RD/NCLT/ COURT]	Appeal made, if any (give Details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty			NIL
Punishment
Compounding
C. OTHER OFFICERS IN DEIFAULT
Penalty
Punishment
Compounding

Mar 31, 2017

To the Members,

The Directors are pleased to present the Thirtieth Annual Report on business and operations of your Company together with the Audited Financial Statement for the Financial Year ended 31^st March, 2017.

1. FINANCIAL RESULTS

The Company''s financial performance, for the year ended 31^st March, 2017 is summarized below:

(Rs. in Millions)

Particulars	2016-17	2015-16
Total Income	17334.71	14843.82
Earnings before interest, depreciation, tax and amortization (EBIDTA)	1,345.22	1208.73
Finance Cost	182.98	221.40
Depreciation	414.30	390.24
Profit Before Tax	747.93	597.09
Tax Expense	210.19	199.02
Profit after Tax	537.74	398.07
Balance brought forward	2108.81	1,779.46
Profit available for appropriation	2646.55	2,177.53
General Reserve	Nil	16.60
Dividend Paid	43.30	43.30
Corporate Dividend Tax	8.81	8.82
Balance carried forward to Balance Sheet	2594.44	2,108.81

2. FINANCIAL HIGHLIGHTS

The Company recorded a total income of Rs. 17,334.71 Millions during the financial year 2016-17 as compared to Rs. 14,843.82 Million in the previous year, an increase of 16.78%, which is due to Raw Material price increase in 2016-17. The profit after tax was Rs. 537.74 Millions in the financial year 2016-17 as compared to Rs. 398.07 Millions in the previous year, an increase of 35.09%, due to benefit of section 32AC of the Income Tax Act, 1961 has been claimed during the year.

3. DIVIDEND AND APPROPRIATION

(A) Dividend

Your Directors have recommended a dividend of Rs. 2.50 (i.e. 50%) per equity share for the financial year ended 31^st March, 2017, amounting to Rs. 54.12 Millions (inclusive of Corporate Dividend Tax of Rs. 11.02 Millions). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to the members whose name appears in the Register of Members as on 12^th August, 2017 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited, as beneficial owners as on that date.

(B) Appropriation

During the financial year 2016-17, an amount of Rs. Nil was transferred to the General Reserve from the Profits of the Company.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is given separately, forming part of the Annual Report.

5. CREDIT RATING

ICRA has assigned its credit rating of A1 for short term instruments which is the highest rating for credit quality and upgraded the rating for long term debt Instruments from A to AA- and indicating the outlook on the long term rating as "Stable".

6. QUALITY

Your Company has implemented International Quality Management System based on the requirement of ISO/TS 16949:2009. The Company has established, implemented and is maintaining an Information Security Management System. During the year, ISO 14001 surveillance was carried out by M/s American System Registrar, LLC and the auditors recommended the continuation of the ISO 14001. Apart from the above, your Company is also 0HSAS-18001:2007 and IS0-14001:2015 certified.

Your Company had also taken various initiatives during the year for ISQ awareness like ISQ Walks, ISQ Audits, ISQ Awards, awareness sessions, special week observations, vigilance awareness week which enhances the three values viz., Integrity, Safety and Quality.

7. HUMAN RESOURCES

The overall employee relations were peaceful and harmonious throughout the year. Your Company continued to create a productive, learning and caring environment by implementing robust and comprehensive HR processes.

8. FIXED DEPOSITS

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

Ms. Esha Arya (DIN 00004836) will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board of Directors recommend her re-appointment. A brief profile and other details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the notice of 30th Annual General Meeting of the Company.

Key Managerial Personnel

Mr. Dinesh Kumar has resigned from the post of Company Secretary and Compliance officer from the Company with effect from 3^rd December, 2016. In his place, Mr. Ravi Arora has been appointed as Company Secretary and Compliance Officer of the Company with effect from 5^th December, 2016. Further, Mr. Ravi Arora was also appointed and designated as Key Managerial Personnel of the Company from 16^th January, 2017 as per the provisions of Section 203 of the Companies Act, 2013 and rules made there under.

10. DECLARATION OF INDEPENDENT DIRECTORS

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

The terms of appointment of Independent Directors may be accessed on the Company''s website at the link: http://www.jbm-group.com/pdfs/Jay-Bharat-Maruti-Ltd-terms-conditions-of-appointment-of-Independent-Directors.pdf

11. PERFORMANCE EVALUATION

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

12. REMUNERATION POLICY

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

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended 31^st March, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2017 and of the profit of the Company for the year ended on that date;

(d) the Directors have prepared the annual accounts on a ''going concern'' basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

14. MEETINGS OF THE BOARD

15. AUDIT COMMITTEE

The Audit Committee comprises three Independent Directors & one Non-Executive Director namely Mr. U. C. Aggarwal as Chairman, Mr. D. P. Agarwal, Mr. Achintya Karati and Mr. Nishant Arya as members. The powers and role of the Audit Committee are included in the Report on Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.

16. CORPORATE GOVERNANCE

17. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered during the year were in the ordinary course of business and were on arm''s length basis.

Omnibus approval is obtained from the Audit Committee for the related party transactions which are foreseen and repetitive in nature. A statement of all related party transactions were placed before the Audit Committee on quarterly basis for review.

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

18. CORPORATE SOCIAL RESPONSIBILITY

In compliance of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility Committee (''CSR Committee''). The detailed terms of reference of the Corporate Social Responsibility Committee is provided in the Report on Corporate Governance. In pursuit of the responsibilities entrusted to the CSR Committee, a policy on Corporate Social Responsibility has been prepared and approved by the Board which may be accessed on the Company''s website at the link: http://www.jbm-group.com/pdfs/Jay-Bharat-Maruti-CSR-policy.pdf

Annual Report on CSR activities of the Company in format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith and marked as Annexure -IV.

19. RISK MANAGEMENT

20. INTERNAL FINANCIAL CONTROLS

The internal financial controls have been put in place across all key business processes of the Company. The internal controls are designed to facilitate and support the achievement of the Company''s business objectives and such controls do enable the Company to adapt to changing and operating environment, to mitigate risks to acceptable levels and to support sound decision making and good governance.

The Company has appointed M/s Sahni Natarajan and Bahl, Chartered Accountants, New Delhi as Internal Auditors to carry out the internal audit. The Internal Auditors'' Reports are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.

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

21. AUDITORS AND AUDITORS'' REPORT

(a) Statutory Auditors

The Statutory Auditors of the Company M/s Mehra Goel & Co. (Firm Registration No. 000517N), Chartered Accountants, New Delhi will be retiring at the ensuing Annual General Meeting. The members are hereby informed that as per the requirement of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, a Listed Company is required to rotate its Auditors, once in a span of Ten years, while there is a transition period given to change the auditors by the new Companies Act, 2013. Therefore, consequently the new Statutory auditors is required to be appointed for a period of five (5) years in the forthcoming Annual General Meeting.

Accordingly, the Board of Directors in their meeting held on 18^th July, 2017 on the basis of the recommendations of the Audit Committee approved the appointment of M/s Sahni Natarajan and Bahl, Chartered Accountants, (Firm Registration No. 002816N) to appoint the new Statutory Auditors of the Company for the period of 5 (Five) years from the conclusion of the 30^th Annual General meeting of the Company till the conclusion of 35^th Annual General Meeting of the Company to be held in the year 2022 in place of the retiring Auditors.

ANNIIAI RFPORT 2016-17 19

Further, the Report given by the Statutory Auditors M/s Mehra Goel & Co. (Firm Registration No. 000517N), Chartered Accountants, New Delhi on the financial statement of the Company is a part of the Annual Report. The notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

(b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company had appointed Mr. Dhananjay Shukla of M/s Dhananjay Shukla & Associates, Company Secretaries, Gurugram, Haryana as its Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2016-17. The Report given by the Secretarial Auditors is annexed as Annexure-V and forms an integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

22. AWARDS AND ACCOLADES

- Your Company has been recognized for the superior performance in the field of Design & Development for the year 2016-17 by Maruti Suzuki (India) Limited.

- Your Company has been awarded for the superior performance in the field of Tooling Localization for the year 201617 by Maruti Suzuki (India) Limited.

- Your Company has been acknowledged for the superior performance in the field of Yield Improvement for the year 2016-17 by Maruti Suzuki (India) Limited.

- Your Company''s Quality circle team have been awarded with the 2^nd rank in the 13^th Quality Circle Competition organized by Automotive Component Manufacturers Association of India (ACMA).

23. NEW PLANT AT VITHALAPUR, GUJARAT

Your company is in the process to set up a new a manufacturing plant at Vithlapur Gujarat by making an investment of Rs 243 Crores approx. and this new unit is expected to get operational by December, 2017. This new unit, initially, will cater the requirement of the Suzuki Motor Gujarat Private Limited (SMG) by manufacturing the components for the new models of vehicles viz., Swift Dzire and Baleno Models of the M/s Maruti Suzuki India Limited(MSIL). In pursuit of technology up gradation, your company is installing automated transfer press line, robotic tendam press line, progressive press line, state of the art robotic welding line and CED paint shop at new plant which will provide an edge to your company against competitors.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism (Whistle Blower Policy) is available on the Company''s website, which may be accessed at the link: http://www.jbm-group.com/pdfs/JBML Whistle-Blower-Policy.pdf

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

26. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the Company between the end of the financial year of the Company i.e. 31^st March, 2017 and the date of this Report i.e. 18^th July, 2017.

27. DETAIL OF SUBSIDARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

None of the Company has become or ceased to become the subsidiary, joint venture or associate of the Company during the Financial Year 2016-17.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDER

No significant and material order have been passed by any regulator or court or tribunal impacting the going concern status or future operations of the Company.

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

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

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

31. EXTRACT OF ANNUAL RETURN

32. EMPLOYEES STOCK OPTION PLANS /SCHEMES

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

33. PARTICULARS OF EMPLOYEES

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

34. ACKNOWLEDGEMENT

Your Directors also wish to express their sincere appreciation for the assistance and co-operation received from the Banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by the Company''s executives, staff and workers.

For and on behalf of the Board of Directors

Sd/-

S. K. Arya

Place: Gurugram Chairman & Managing Director

Date: 18^th July, 2017 DIN: 00004626

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty Eighth Annual Report on business and operations of your Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2015.

1. FINANCIAL RESULTS

The Company's financial performance, for the year ended 31st March, 2015 is summarized below:

(Rs. In Million)

Particulars 2014-15 2013-14

Total Revenue 13,015.35 12,142.17

Earnings before interest, depreciation, 1,127.79 1,088.36 tax and amortization (EBIDTA)

Finance Cost 213.28 215.82

Depreciation 382.03 455.41

Profit before exceptional & extraordinary 532.48 417.13 item and Tax

Exceptional Items - 144.09

Profit Before Tax 532.48 273.04

Tax Expense 132.66 107.86

Profit after Tax 399.82 165.18

Balance brought forward 1,396.24 1,279.32

Profit available for appropriation 1,796.06 1,444.50

Appropriations:

General Reserve 16.60 16.60

Proposed Dividend 43.30 27.06

Corporate Dividend Tax 8.66 4.59

Balance carried forward to Balance Shee 1,727.50 1396.24

2. FINANCIAL HIGHLIGHTS & OPERATIONS

Total revenue (net of excise) was Rs.13,015.35 Million during the year under review as against Rs.12,142.17 Million in the previous year showing an increase of 7.19%. Profit after tax was Rs.399.82 Millionin the current year as against Rs.165.18 Million in the previous year, an increase of 142.05%.The increase in net profit is primarily due to the absence of any exceptional items during the year and low finance cost & depreciation.

3. DIVIDEND AND APPROPRIATION

(A) Dividend

Your Directors have recommended a dividend of Rs.2 (i.e.40%) per equity share (last year Rs.1.25 per equity share) for the financial year ended 31st March, 2015, amounting to Rs.51.96 Millions (inclusive of tax of Rs.8.66 Millions). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on 10th August, 2015 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

(B) Appropriation

During the financial year 2014-15, an amount of Rs.16.60 Million (same as previous year) was transferred to the General Reserve from profits of the Company.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agree- ment with the Stock Exchanges is presented in separate section forming part of the Annual Report.

5. CREDIT RATING

ICRA has affirmed its credit rating of A1 for short term instruments which is the highest rating for credit quality assigned by ICRA and also A rating for long term debt Instruments indicating the outlook on the long term rating as "Stable".

6. QUALITY

Your Company has implemented International Quality Management System in all the four units based on the requirement of ISO/TS 16949:2009. The Company has established, implemented and is maintaining an Information Security Management System. During the year, ISO 14001 surveillance was carried out by M/s American System Registrar, LLC and the auditors recommended the continuation of the ISO 14001. Apart from the above, your Company is also OHSAS-18001:2007 and ISO-14001:2004 certified.

7. HUMAN RESOURCES

The overall employee relations were peaceful and harmonious throughout the year. Your Company continued to create a productive, learning and caring environment by implementing robust and comprehensive HR processes.

8. DEPOSITS

During the year under review, the Company did not accept any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

9. DIRECTORS AND KEY MANAGERIAL PESONNEL

(a) Directors:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Esha Arya, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. Mr. Virender Ganda was appointed as additional Director & Independent Director and Mr. Rajiv Gandhi was appointed as additional Director of the Company, who shall hold office upto the ensuing Annual General Meeting. The Company has received requisite notices in writing from members of the Company proposing the candidature of Mr. Virender Ganda and Mr. Rajiv Gandhi for the office of Director. The Board recommend re-appointment of Ms. Esha Arya, Mr. Virender Ganda and Mr. Rajiv Gandhi. During the year under review, the members approved the appointment of Mr. U. C. Agarwal, Mr. D. P. Agarwal and Mr. Achintya Karati as an Independent Directors, who are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 ("the Act") and Clause 49 of the Listing Agreement with the Stock Exchanges. The terms of appointment of Independent Directors may be accessed on the Company's website at the link: http://www.jbm-group.com/investor-aid.asp?lk=investor2a3

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

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

(b) Key Managerial Personnel

Mr. S. K. Arya, Chairman & Managing Director, Mr. Anand Swaroop, President & CFO and Mr. Dinesh Kumar, Company Secretary of the Company are the Key Managerial Personnel and were already in the office before commencement of the Companies Act, 2013. The Board of Directors in their meeting held on 14th January, 2015 designated them as 'Key Managerial Personnel' of the Company in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended 31th March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31th March, 2015 and of the profit of the Company for the year ended on that date;

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

(d) the Directors have prepared the annual accounts on a 'going concern' basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as set out by the Regulators/ applicable laws. Accordingly, the Board functions as trustee of the Shareholders and seek to ensure that the long term economic value for its shareholders is achieved while balancing the interest of all the other stakeholders.

A section on Corporate Governance Standards followed by the Company as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is given separately and forms an integral part of this Report.

A certificate from M/s Dhananjay Shukla & Associates, Company Secretaries confirming compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the report on Corporate Governance.

12. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / transactions entered into by the company during the financial year with related parties were in the ordinary course of the business and on arm's length basis. During the year under review, the Company inter alia entered into contract / transactions with two related parties' viz. Maruti Suzuki India Ltd. and Neel Metal Products Ltd. which are considered as 'material' in accordance with the Policy on materiality of and dealing with related party transactions.

The Policy on 'materiality of and dealing with related party transactions' as approved by the board may be accessed on the Company's website at the link: http://www.jbm-grop.com/PRP-Transaction.asp?lk=investor2a4

The disclosure required under sub section (1) of Section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached hereto and marked as Annexure - III.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link: http://www.jbm-group.com/investor-cp.asp?lk=investor2a2

During the year under review, the Company has contributed Rs.5.62 Million (approx. 2% of the average net profits of last three financial years) to Neel Foundation, an eligible Trust having track record of 12 years in undertaking Social Welfare Programme for spending the amounts on CSR activities as per CSR Policy of the Company.

The Annual Report on CSR activities is attached herewith and marked as Annexure - IV.

14. RISK MANAGEMENT

The Company has in place the Risk management Policy which prescribes the methodology for Risk Mitigation of regular operational risk associated with the Company. Various Risks are identified, categorized based on their severity & probability/ likelihood of their occurrence. These operational risks are managed through an enterprise Risk Management System with periodic review and control mechanism. Continuous efforts are made towards Mitigation of Risk arising due to external factors or unforeseen circumstances by way of having adequate Insurance coverage and exploring the possibilities of obtaining coverage wherever possible

15. INTERNAL FINANCIAL CONTROLS

The Company has in place the Standard Operating Procedures for all material business process in order to have robust internal financial controls. To further strengthen the Internal control in routine transactions, the Company has reviewed its segregation of duties in ERP and is in the process of creating standard Roles for all modules and the assigning of authorization in ERP shall be based on such standard roles.

16. AUDITORS AND AUDITORS' REPORT

(a) Statutory Auditors

M/s Mehra Goel & Co., Chartered Accountants, Statutory Auditors hold office till the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self- explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

(b) Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Company had appointed M/s Dhananjay Shukla & Associates, Company Secretaries, Gurgaon, Haryana as its Secretarial Auditors to conduct secretarial audit of the Company for the financial year 2014-15. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for the financial year 2014-15 is annexed herewith and marked as Annexure-V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

17. DISCLOSURES:

(a) Audit Committee

The Audit Committee comprises three Independent Directors & one Non-Executive Director namely Mr. U. C. Agarwal (Chairman), Mr. D. P. Agarwal, Mr. Achintya Karati and Mr. Nishant Arya as members. All the recommendations made by the Audit Committee were accepted by the Board.

(b) Vigil Mechanism/ Whistle Blower Policy

The Company has implemented a Whistle Blower Policy pursuant to which whistle blower can raise concerns relating to reportable matter such as breach of code of conduct, fraud, corruption, employee misconduct, misappropriation of funds, etc. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. Protected disclosures can be made by a Whistle Blower through an e-mail or telephone or a letter to the Ombudsman or to the Chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. The whistle blower policy may be accessed on the Company's website at the link: http://www.jbm-group.com/investor-jmbl-wbp.asp?lk=investor2a

(c) Meetings of the Board

Four meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report.

(d) Particulars of Loan given, Investment made, Guarantees given and Securities provided

Particulars of loans given, investments made are given in the financial statement. During the year under review, the Company has neither given guarantee nor provided any security to anyone.

(e) Material changes and commitment affecting financial position of the Company

There are no material changes and commitments, affecting the financial position which has occurred between the end of the financial year of the Company i.e. 31th March, 2015 and the date of the Directors' Report i.e. 13th July, 2015.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure VI to this Report.

(g) No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

(h) No case filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(i) No Employee Stock Options were granted to the Directors or Employees of the Company.

(j) Extract of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return as at 31th March, 2015 is annexed herewith as Annexure VII to this Report.

(k) Particulars of Employees and related disclosures

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

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

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

18. ACKNOWLEDGEMENT

Your Directors acknowledge the continued assistance, guidance and Co-operation received from Maruti Suzuki India Limited & Suzuki Corporation Limited (Japan) and other technical partners.

Your Directors also wish to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by the Company's executives, staff and workers.

For and on behalf of the Board of Directors

Sd/- Place: Gurgaon S. K. Arya Date: 13.07.2015 Chairman & Managing Director

Mar 31, 2014

Dear Members,

On behalf of the Board of Directors of your Company, it is my privilege to present the 27th Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

The Company''s financial performance during the year 2013-14 as compared to previous year 2012-13 is summarized below:

Rs. in Lacs

Particulars 2013-14 2012-13

Total Revenue 121,421.74 118,364.88

Earnings before interest, depreciation, tax and amortization (EBIDTA) 10,883.50 9,704.62

Finance Cost 2,158.15 1,950.00

Depreciation 4,554.07 4,554.35

Profit before exceptional & extraordinary Items and Tax 4,171.28 3,200.27

Exceptional Items 1,440.92 -

Profit Before Tax 2,730.36 3,200.27

Tax Expense 1,078.55 1,047.14

Profit after Tax 1,651.81 2,153.13

Balance brought forward 12,793.15 11,244.96

Profit available for appropriation 14,444.96 13,398.09

Appropriations:

General Reserve 166.00 225.00

Proposed Dividend 270.62 324.75

Corporate Dividend Tax 45.99 55.19

Balance carried forward to Balance Sheet 13,962.35 12,793.15

2. FINANCIAL HIGHLIGHTS & OPERATIONS

Total revenue (net of excise) was Rs.121,421.74 Lacs during the year under review as against Rs. 118,364.88 Lacs in the previous year showing an increase of 2.58%. Profit after tax, after making a provision of Rs.1,440.96 Lacs towards exceptional items, was Rs. 1651.81 Lacs in the current year as against Rs. 2153.13 Lacs in the previous year which is declined By 23.28%.

The operations are discussed in the Management Discussion & Analysis Report forming part of this Report.

3. DIVIDEND AND APPROPRIATION

(A) Dividend

Due to decrease in the profits from the previous years, your Directors recommend a dividend of Rs.1.25 per equity share (previous year Rs. 1.50 per equity share) of the face value of Rs. 5 each on 2,16,50,000 equity shares amounting to Rs. 270.62 Lacs (Previous yearRs. 324.75 Lacs).

(B) Appropriation

During the financial year 2013-14, an amount of Rs.166 Lacs (Rs. 225 Lacs in previous year) was transferred to the General Reserve from the profits of the said year in compliance with the Companies (Transfer of Profits to Reserves) Rules, 1975.

4. CREDIT RATING

ICRA has affirmed its credit rating of A1 for short term instruments, which is the highest rating for credit quality assigned by ICRA and A rating for long term debt Instruments, indicating the outlook on the long term rating as ÂStable".

5. QUALITY

Your Company has implemented International Quality Management System in all the three units based on the requirement of ISO/TS 16949:2009. The Company has established, implemented and is maintaining an Information Security Management System. During the year, ISO 14001 surveillance was carried out by M/s American System Registrar, LLC and the auditors recommended the continuation of the ISO 14001. Apart from the above, your Company is also OHSAS-18001:2007 and ISO-14001:2004 certified.

6. HUMAN RESOURCES

The overall employee relations were peaceful and harmonious throughout the year. Your Company continued to create a productive, learning and caring environment by implementing robust and comprehensive HR processes.

7. FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

8. DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Board at its meeting held on 10th July, 2014 recommended the appointment of Mr. U. C. Agarwal, Mr. D. P. Agarwal and Mr. Achintya Karati as Independent Directors not liable to retire by rotation for a period of 5 (Five) consecutive years upto to 31.03.2019, subject to approval of the shareholders in the General Meeting of the Company. These Directors have given the declaration to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and under Clause 49 of the Listing Agreement with the Stock Exchanges and also confirmed that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013. Mr. Nishant Arya is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Ms. Esha Arya was appointed as an additional Director who shall hold office upto the ensuing Annual General Meeting of the Company. The Company has received requisite request in writing from a member of the Company proposing the candidature of Ms. Esha Arya for the office of Director. The Board recommends her re-appointment as a Director of the Company.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

ii. appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. proper and sufficient care had been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. the annual accounts for the financial year ended 31st March, 2014 have been prepared on a going concern basis.

10. AUDITORS AND AUDITORS'' REPORT

The Auditors, M/s Mehra Goel & Co., Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

All the observations made in the Auditors'' Report and Notes to the Accounts are self- explanatory and don''t call for any further comments under the provisions of section 217 of the Companies Act, 1956.

11. COST AUDITORS

In compliance with the notification of the Ministry of Corporate Affairs dated 24th January, 2012 and on the recommendation of the Audit Committee, the Board of Directors have appointed M/s N. K. Jain & Associates, Cost Accountants as Cost Auditors of the Company to conduct the Cost Audit and submit the report for the financial year 2013-14.

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

A statement giving details of the conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure - I and forms an integral part of this Report.

13. PARTICULARS OF EMPLOYEES

The information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of the Directors'' Report. However, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the members excluding the statement containing the particulars of employees to be provided under Section 217(2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may inspect the same at the registered office of the Company or write to the Company Secretary for a copy thereof.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges is given separately and forming part of this Report.

15. REPORT ON CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section titled ''Report on Corporate Governance'' and Auditors'' Certificate on its compliance is annexed hereto, forms part of this report.

16. LISTING

The shares of your Company continued to be listed at the BSE Ltd. (ÂBSE") and National Stock Exchange of India Ltd. (ÂNSE").

17. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remains unpaid or unclaimed for a period of 7 years have been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provisions of Section 205C of the said Act.

18. ACKNOWLEDGEMENT

Your Directors acknowledge the continued assistance, guidance and Co-operation received from M/s Maruti Suzuki India Limited & M/s Suzuki Corporation Limited (Japan) and other technical partners.

Your Directors also wish to convey their sincere thanks for the continuous support of the Central Government, State Government, Customers, Bankers and Suppliers / Vendors and other business associates and solicit their continuous support in future as well.

Your Directors take note of this sincere efforts of all the employees at all levels in attaining the current level of achievements.

For and on behalf of the Board

Sd/-

Place: Gurgaon (Haryana) S. K. ARYA

Date: 10th July, 2014 Chairman & Managing Director

Mar 31, 2013

Dear Members,

M/s Jay Bharat Maruti Limited

The behalf of the Board of Directors of your Company, it is my privilege to present the 26th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the fnancial year ended 31st March, 2013 and Auditor''s Report thereon.

Financial Results

The summarised fnancials are as below:

Rs. in lacs

Particulars 2012-13 2011-12

Sales and other Income (Gross) 1,34,198 1,21,607

Earnings before interest, depreciation, tax and amortisation (EBIDTA) 9,705 8,845

Financial Cost 1,950 2,151

Depreciation 4,554 3,802

Proft Before Tax 3,200 2,892

Provision for Tax 1,047 929

Proft After Tax 2,153 1,963

Business Performance

As anticipated during the close of fnancial year 2011-12, the recovery of automobile sales during 2012-13 were far from being modest and as a natural corollary, the growth of auto component / auto ancillaries also suffered.

The economic recession, high infation / interest rates blew away the momentum which was driving the sale of automobiles.

The sale of our esteemed joint venture partner, M/s Maruti Suzuki India Limited (MSIL) grew by a modest 3.30% during the fnancial year ended 31st March, 2013. The labour unrest at the Manesar Plant of MSIL also affected its operations.

The lower growth in the operations of our JV partner majorly affected the operations of your Company as your Company''s maximum supplies are to MSIL.

However, the margins of your Company have improved due to better operational effciency and lower fnancial cost.

During the fnancial year 2012-13, the gross turnover of the Company was Rs.1,34,198 lacs as against Rs.1,21,607 lacs in 2011-12, an increase of 10.35% (YoY). Proft After Tax was Rs.2,153 lacs in 2012-13 as against Rs.1,963 lacs in 2011-12, an increase of 9.68% (YoY).

Dividend & Appropriations

Dividend

Considering the performance of your Company from the previous year, your Directors recommend a dividend of 30% (i.e. Rs.1.50/- per equity share of Rs.5/- each) for the fnancial year 2012-2013 as against a dividend of 30% (i.e. Rs.1.50 per equity share of Rs.5/- each) for the fnancial year 2011-12.

Appropriation

During the year 2012-13, an amount of Rs.225 lacs (in 2011-12 - Rs.180 lacs) was appropriated to the General Reserve.

The dividend income is tax free in the hands of shareholders.

Credit Rating

A. Icra Rating:

ICRA has re-affrmed its credit rating of A1 for short term instruments which is the highest rating for credit quality assigned by ICRA and A rating for long term debt Instruments indicating the outlook on the long term rating as ''StableÂ.

B. Crisil Rating

CRISIL has awarded A1 rating for Commercial Paper (CP) which indicates that the degree of safety regarding timely payment on the instrument is very strong.

Quality

Your Company has implemented International Quality Management System in all the three manufacturing facilities based on requirement of ISO / TS 16949:2009. Apart from the above, your Company has also acquired the following certifcations in all the three manufacturing facilities:

(i) OHSAS-18001:2007 (ii) ISO-14001:2004 management Discussion anD analysis RePoRt A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement is annexed hereto, forming part of this Report.

Human Resources

The overall employee relations were peaceful and harmonious throughout the year. Your Company continued to create a productive, learning and caring environment by implementing robust and comprehensive HR processes.

Various initiatives, training programmes provided to the employees are given elsewhere in the report.

Directors

As per the Articles of Association of the Company and the relevant provisions of the Companies Act, 1956, Mr. U.C. Agarwal, Director and Mr. Achintya Karati, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The above appointment is subject to the approval of the members in the ensuing Annual General Meeting. The Brief resume/ details relating to Directors, who are to be re-appointed, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the Notice convening the Annual General Meeting.

Directors'' Responsibility Statement

Pursuant to the requirement under the provisions of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confrmed:

i. that in the preparation of the annual accounts for the fnancial year ended 31st March, 2013, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii. that appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs as at 31st March, 2013 and of the proft of the Company for the period ended 31st March, 2013;

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

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

Corporate Governance

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

Auditors And Auditors'' Report

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

The notes on accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

Appointment Of Cost Auditor

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

Information Pursuant To Section 217(1)(E) Of The Companies Act 1956

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

Particulars Of Employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees are set out in the Annexure II to the Directors'' Report.

However, having regard to the provisions of Section 219 (1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered offce of the Company.

Listing

The shares of your Company continued to be listed at the Bombay Stock Exchange Limited and the National Stock Exchanges of India Limited. Delisting from Calcutta Stock Exchange Limited is pending despite of completion of all formalities from the Company.

Transfer Of Unpaid And Unclaimed Amounts To Investor Education And Protection Fund (Iepf)

Pursuant to the provisions of Section 205A (5) of the Companies Act , 1956, the declared dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the IEPF established by the Central Government pursuant to section 205C of the said Act.

Industrial Relations

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

Acknowledgement

Your Directors acknowledge the continued assistance, guidance and co-operation received from M/s Maruti Suzuki India Limited & M/s Suzuki Corporation Limited (Japan) and other technical partners.

Your Directors also wish to convey their sincere thanks for continued support of the Central Government, State Government, Customers, Bankers and Suppliers / Vendors and other Business Associates and solicit their continuous support in future as well.

Your Directors take note of sincere efforts of all the employees at all levels in attaining the current level of achievements.

For and on behalf of the Board

Place: Gurgaon S. K. ARYA

Date: 15th April, 2013 Chairman & Managing Director

Mar 31, 2011

Dear Members,

M/s Jay Bharat Maruti Limited

On behalf of the Board of Directors of your Company, it is my privilege to present the 24th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2011 and Auditor's Report thereon.

Financial Results

The summarized financials are as below:

Rs. in Million 2010-11 2009-10

Sales and other Income (Gross) 11943.97 8819.31

Profit Before Tax 566.43 328.16

Provision for Tax 183.38 118.06

Profit After Tax 383.04 210.10

Balance Brought Forward From Previous Year 691.23 541.62

Profit available for Appropriation 1074.27 751.72

Appropriation:

Proposed Dividend 43.30 32.47

Dividend Tax 7.02 5.52

Transferred to General Reserve 40.00 22.50

Balance carried to Balance Sheet 983.95 691.23

Business Performance

This has been a momentous year for your Company as it crossed another milestone of Rs. 10,000 Million in Turnover. Your Company's performance has been truly impressive and this was possible only due to meticulous planning, proper identification of deliverables and then chalking out a perfect strategy towards achieving the deliverables.

Net Sales for the year was Rs. 10,603 Million as against Rs. 8,032 Million in the previous year, showing a growth of 32% (YoY). Profit After Tax (PAT) grew at an impressive rate of 82.38 % (YoY), increasing from Rs. 210 Million in the previous year to Rs. 383 Million in 2010-2011. Earnings per Share (EPS) increased from Rs. 9.70/- per share in the previous year to Rs. 17.69/- per share in 2010-2011, an increase of 82.37 % (YoY).

The automobile industry is seen as a sunrise industry, and our esteemed Joint Venture Partner, Maruti Suzuki India Limited (MSIL) is breaking all records in production as well as in sales, and your Company being in perfect sync with the growth of MSIL, the Management is optimistic that the Company will grow leaps and bounds in times to come.

Dividend

Considering the immaculate performance of your Company, your Directors are pleased to recommend a higher dividend of 40% (i.e. Rs. 2.00/- per equity share of Rs. 5/- each) for the financial year 2010-2011 as against a dividend of 30% (i.e. Rs. 1.50 per equity share for the financial year 2009-10).

The dividend income is tax free in the hands of shareholders.

Credit Rating

A. ICRA Rating:

Your Company has been awarded A1 credit rating by ICRA which is the highest-credit-quality rating assigned by ICRA for short term instruments and LA rating for long term debt Instruments by ICRA.

B. CRISIL Rating

CRISIL has awarded P1 rating for Commercial Paper, which indicates that the degree of safety regarding timely payment on the instrument is very strong.

Quality

Your Company has implemented International Quality Management System in all the three manufacturing facilities based on requirement of ISO/TS 16949:2009 and ISO 9001:2008 certified from American Systems Registrar (ASR).

Management Discussion and Analysis Report

A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement is annexed hereto, forming part of this Report.

Awards / Accolades

Your Company won the following awards from Maruti Suzuki India Limited (MSIL) for the year under review:

-Shield for audit system rating

-Shield for HR Initiative

-Certificate for VA/VE

-Certificate for Improvement in quality

Human Resource Development

Your Company believes that people are the biggest strength of the organisation and there has been a continuous effort to provide them with a congenial work environment.

Suitable training programmes are also arranged for employees wherein they can develop and harness their skills and specialization and contribute to the goals of the organization in a better way.

Various initiatives, training programmes provided to the employees are given elsewhere in this report.

Directors

As per Article of Association of the Company and relevant provisions of the Companies Act, 1956 Mr. Uday Chand Aggarwal, Director and Mr. Achintya Karati, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The above appointment is subject to the approval of the members in the ensuing Annual General Meeting. The Brief resume/ details relating to Directors who are to be re-appointed, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the Notice convening the Annual General Meeting.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

that in the preparation of the annual accounts for the financial year ended 31st March 2011, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

I. that appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs as at 31st March 2011 and of the profit of the Company for the period ended 31st March 2011;

II. that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

III. that the annual accounts for the year ended 31st March 2011 have been prepared on a going concern basis.

Corporate Governance

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

Auditors and Auditors report

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

The notes on accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments.

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

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

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees are set out in the Annexure II to the Directors' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Listing

The shares of your Company continued to be listed at Bombay and National Stock Exchanges. Delisting from Calcutta Stock Exchange is pending despite of completion of all formalities from the Company.

Transfer of Unpaid and Unclaimed amounts to IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, the declared dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

Industrial Relations

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

Acknowledgement

Your Directors acknowledge the continued assistance, guidance and Co-operation received from Suzuki Corporation Limited (Japan) & Maruti Suzuki India Limited and its technical partners Hamamatsu Pipe Co. (Japan), Daiwa Excel (Japan) and Yorozu Corp. (Japan), Futaba Corporation (Japan) and Okomotu Press Co. Limited (Japan).

Your Directors also wish to convey their sincere thanks to continued support of the Central Government, State Government, Customers, Bankers/ Financial Institutions and Suppliers/Vendors and other business partners and solicit their continuous support in future as well.

Your Directors take note of sincere efforts of all the employees at all levels in attaining the current level of achievements.

For and on behalf of the Board

S. K. Arya Chairman & Managing Director

Place : New Delhi Date : 14-07-2011

Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March 2010.

Financial Results

The summarized financials are as below:

(Rs. in million)

Particulars 2009-10 2008-09

Sales and other Income (Gross) 8819.31 7996.20

Profit before Depreciation Interest and Tax 8317.32 6025.78

Profit Before Tax 328.16 162.45

Provision for Tax 118.06 58.84

Profit After Tax 210.10 103.61

Balance Brought Forward From Previous Year 541.62 480.84

Profit available for Appropriation 751.72 584.45 Appropriation:

Proposed Dividend 32.47 21.65

Dividend Tax 5.52 3.68

Transferred to General Reserve 22.50 17.50

Balance carried to Balance Sheet 691.23 541.62

Business Performance

The Indian Auto Industry displayed record performance in domestic market and registered significant growth in export in the year 2009-10

The continuation of governments stimulus package, availability of sufficient liquidity in the market and growth of all sectors of economy has resulted into increase in all round demand of automobiles viz. passenger cars, commercial vehicles along with lower interest rates on auto loans, helped in registering growth of 26.41% of the Automobile Industry. The industry recorded highest ever sales of 12.3 million units, making the cunent financial year 2009-10 the most successful in its history.

However MSIL created history by reaching beyond one million by recording sale of 1018365 units against 792167 units achieved last year, an unprecedented growth of 28.55% over the previous year and joined elite group of auto manufacturers in the world.

Maruti Vehicles continuously surged ahead with Export of 147575 units in 2009-10 as against 70023 units in 2008- 09, an increase of 110.80 % over the previous year.

In line with MSIL growth, the Company recorded Turnover (Gross) of Rs. 8819.31 million against Rs. 7996.20 million of last year. However the profit before tax has gone up by 102 % to Rs. 328.16 million (PY: Rs 162.45 million) and profit after tax by 102.78 % to Rs. 210.10 million (PY: Rs. 103.61 million) . This is all because of control on operating cost & overall utilization of assets to the maximum.

Expansion of Capacity & Manufacturing Facilities

Adjacent to existing plant at Manesar, additional plots were allotted by Maruti Suzuki India Limited (MSIL) at Manesar in Maruti Suppliers Park. Your company also installed New Press Line (1200 T, 800T and 400T x2 ) to increase pressing capacity at Plant II and ACED paint shop was installed at Manesar plant III.

Installation of New ERP

In our continued efforts to bring operational effciency, your company has successfully installed and implemented SAP ERP solution in the company which became operational on January 1, 2010. This installation is expected to bring about overall operational control and reduction in the response time for information and decision making.

Dividend

In view of the increase in Profits, your Directors are pleased to recommend a dividend of 30 % (i.e Rs. 1.50 per equity share of Rs. 5/- each ) for the financial year 2009-2010 as against a dividend of 20% (i.e Rs. 1.00 per equity share) for the financial year 2008-09.

The dividend income is tax free in the hands of shareholders.

Credit Rating

A. ICRA Rating :

As per the requirement of BASEL II, the Company got its rating done by ICRA . Your Company has been awarded A1 rating for short term instruments, which represents the highest-credit-quality rating assigned by ICRA to Short Term Debt Instruments and Instruments rated under this category carry lowest credit risk in the short term.

LA rating is awarded for Long Term Debt Instruments, which represents adequate Ãcredit-quality rating assigned by ICRA to Long Term Debt Instruments.

B. CRISIL Rating

P1 rating is awarded for Commercial Paper by CRISIL, which indicates that the degree of safety regarding timely payment on the instrument is very strong.

Directors

As per Articles of Association of the Company and relevant provisions of the Companies Act, 1956 Mr. Nishant Arya, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

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

DirectorsÃ Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to DirectorsÃ Responsibility Statement, it is hereby confirmed:

I. that in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

II. that appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs as at 31st March 2010 and of the profit of the Company for the year ended 31st March 2010;

III. that proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. that the annual accounts for the year ended 31st March 2010 have been prepared on a going concern basis.

Management Discussion and Analysis Report

A detailed Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement is annexed hereto, forming part of this Report.

Corporate Governance

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

Auditors and AuditorsÃ Report

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

The notes on Accounts referred to in the AuditorsÃ Report are self explanatory and therefore do not call for any further comments .

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

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

Particulars of Employees

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees are set out in the Annexure II to the DirectorsÃ Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Listing

The shares of your Company continued to be listed at Bombay and National Stock Exchanges. Listing fees has already been paid for the financial year 2010-11. Further annual custody fees has also been paid to NSDL & CDSL. The voluntary delisting application is still pending at the Calcutta Stock Exchange, the company is continuously following up the same.

Transfer of Unpaid and Unclaimed amounts to IEPF

Pursuant to the provisions of Section 205A (5) of the Companies Act , 1956, the declared dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by the company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to section 205C of the said Act. The Details for the same are given in the Corporate Governance Report attached to this report .

Industrial Relations

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

Acknowledgement

Your Directors acknowledge the continued assistance, guidance and co-operation received from Suzuki Corporation Limited (Japan) & Maruti Suzuki India Limited and its technical partners Hamamatsu Pipe Co. (Japan), Daiwa Excel (Japan) and Yorozu Corp. (Japan) , Futaba Corporation (Japan ) and Okomotu Press Co. Limited ( Japan).

Your Directors acknowledge with sincere thanks the continued support of the Central Government, State Government, Customers, Bankers/ Financial Institutions, all its Suppliers/Vendors and other business partners.

The directors are also thankful to the shareholders for their continued patronage.

Your Directors take note of sincere efforts of all the employees at all levels in attaining the current level of achievements.

For and on behalf of the Board

Place : New Delhi S. K. Arya

Date : 14 July, 2010 Chairman & Managing Director

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