Directors Report of Jullundur Motor Agency (Delhi) Ltd.

Mar 31, 2025

Your Directors are pleased to present their Seventy-Sixth (76th) report for the Financial Year ended 31st March, 2025.

1. Financial Highlights

The Company’s financial performance for the Financial Year ended 31st March, 2025 is summarized below:

('' In Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	43,177.73	42,254.56	55,571.79	53,382.55
Other Income	739.87	630.85	788.48	666.91
Total Income	43,917.60	42,885.41	56,360.27	54,049.46
Total Expenses	41,175.74	40,121.43	52,799.00	50,561.93
Profit before Tax (PBT)	2,741.86	2,763.98	3,561.27	3,487.53
Provision for Tax- Current	(710.00)	(676.00)	(943.00)	(890.00)
- Deferred	(2.51)	(18.09)	(2.67)	(9.75)
- Tax paid for earlier years	4.28	19.16	5.22	12.79
Profit after Tax (PAT)	2,033.63	2,089.05	2,620.82	2,600.57
Other Comprehensive Income	4.43	(2.70)	8.97	(4.20)
Total comprehensive Income	2,038.06	2,086.35	2,629.79	2,596.37
Non-controlling interest	-	-	46.49	41.13
Balance brought forward	4,186.22	3,556.69	4,738.87	3,640.45
Dividend	456.82	456.82	456.82	456.82
Transfer to General Reserve	1,000.00	1,000.00	1,500.00	1,000.00
Balance carried forward	4,767.46	4,186.22	5,365.35	4,738.87

1.1 State of the Company’s Affairs

During the year under review, revenue from operations has increased by 2.18% to '' 43,177.73 Lakhs in comparison to '' 42,254.56
Lakhs. Profit before tax however decreased by 0.80% to '' 2,741.86 Lakhs in comparison to '' 2,763.98 Lakhs. The Company
made efforts to maintain the gross margins which has helped in sustaining the net profits for the year despite little growth in
revenue. Profit after tax also decreased by 2.65% to '' 2,033.63 Lakhs in comparison to '' 2,089.05 Lakhs in preceding Financial
Year. Earnings per share for the year stood at '' 8.90 as compared to '' 9.15 in the preceding Financial Year; this drop is akin to
the drop in profit after tax in percentage terms.

Consolidated turnover stood at '' 55,571.79 Lakhs as compared to '' 53,382.55 Lakhs in the preceding Financial Year i.e. increase
of 4.10% and consolidated profit after tax has increased by 0.78% and stood at '' 2,620.82 Lakhs as compared to '' 2,600.57
Lakhs.

Increased competition in the market affected the margins specifically in the first half of the year and Company’s efforts to maintain
the gross margins have led to increased inventory levels. The OEM’s have expanded their presence in the aftermarket spares
which is putting a lot of pressure on revenue as well as margins. Manufacturers of auto components are also expanding their
operations by way of launching newer product lines only for aftermarket.

Despite the challenging market situation, the Company has managed to consolidate its market share given its strong branch
network, infrastructure and support from its dealer network. This is result of the progressive policies followed by the Company
over the years. These progressive policies will be continued, and the company looks forward to a stronger and more effective
working in future. The Company is continuing the work done on the mobile application which shall help in enhancing the efficiency
of the sales staff. Pricing, inventory, outstanding data is available at their fingertips. The salespersons can now book the customer’s
order via the application itself, thus saving a lot of time and effort for the branch staff. The Company expects a significant increase
in productivity with wider use of the application in times to come.

Your Company’s registered office today generates most of its own power requirement through solar power system thereby
contributing towards its social and environmental responsibility. The Company has also undertaken measures to reduce wastage
of resources like paper, water, electricity etc.

2. Details of material changes from the end of the financial year till the date of this report

There were no material change(s)/ commitment(s) affecting the financial position of the Company between 01st April, 2025 and
date of this report.

2.1 Change in the nature of business

There was no change in the nature of the business of the Company, which is engaged in the business of distribution of auto spare
parts across India.

2.2 Capital Expenditure incurred during the year and its impact on the liquidity of the Company

No major capital expenditure, having any impact on the liquidity of the Company, has been incurred during the Financial Year
2024-25.

3. Alteration in Accounting Policies as per IND AS

During the year under review, there was no change in Accounting Policies of the Company, which are in consonance with IND AS.

4. Consolidated Accounts

Consolidated Financial Statements are prepared in accordance with the provisions of the Companies Act, 2013 read with IND AS
110 - Consolidated Financial Statements, IND AS 28 - Investment in Subsidiary. Consolidated Financial Statements for the
Financial Year 2024-25 form part of this Annual Report.

A statement in Form AOC-1 containing the salient features of the financial statements of material subsidiary Company is annexed
(Annexure - 1).

5. Dividend

The Company has a track record of declaration of dividend. The Board of Directors have recommended, for the financial year
2024-25, a final dividend of '' 2/- (i.e. 100%) per equity share of '' 2/- each on the fully paid-up equity share capital of '' 456.82
Lakhs amounting to '' 456.82 Lakhs. The final dividend at the same rate (100%) (Previous year 100%) has been recommended
by the Board considering the profits earned by the Company and that the same is subject to deduction of tax at source. The
dividend payment is subject to approval of the members at the 76th Annual General Meeting, which will be paid, if declared, to the
shareholders within 30 days from the date of declaration.

5.1 Transfer of unclaimed dividend into Investor Education & Protection Fund (IEPF)

Unclaimed dividend for the financial year 2017-18 lying with the Company, will be due for transfer to the Investor Education and
Protection Fund established by the Central Government (‘IEPF’) on November 01, 2025, in accordance with the provisions of
Section 125 of the Companies Act, 2013.

5.2 Uncashed / Unclaimed Dividend(s)

Details of uncashed / unclaimed dividends commencing from Financial Year 2017-18 are as under:

Financial Year	Type of Dividend	Dividend Per Share1	Date of Payment	Due Date for Transfer to IEPF	Amount of Unclaimed Dividend as on 31st March, 2025
2017-18	Final	'' 4/-	08.10.2018	01.11.2025	11.99
2018-19	Interim	'' 4/-	28.02.2019	14.03.2026	8.64
2019-201	Final	'' 1/-	12.10.2020	30.10.2027	12.77
2020-21	Final	'' 2/-	14.09.2021	29.09.2028	20.00
2021-22	Final	'' 2/-	08.09.2022	30.09.2029	14.36
2022-23	Final	'' 2/-	14.09.2023	03.10.2030	14.89
2023-24	Final	'' 2/-	11.09.2024	03.10.2031	19.75

5.5 Transfer of shares to the Demat Account of Investor Education and Protection Fund Authority

Pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended,
all shares in respect of which dividend(s) has / have not been claimed by the shareholders for seven consecutive years or more,
which are due for transfer into Investor Education and Protection Fund for the financial year 2017-18, shall be transferred into the
Demat account of Investor Education and Protection Fund Authority (“IEPF Demat Account”) on or after November 01,2025, in
accordance with the provisions of Section 124 of the Companies Act, 2013. Shareholders who have not claimed / encashed
dividends for the past seven consecutive years are advised to claim their dividend before there share are statutorily transferred to
IEPF Demat Account.

6. Transfer to Reserves

An amount of '' 1,000 Lakhs (One Thousand Lakhs only) has been transferred to General Reserve during the Financial Year
2024-25; and an amount of '' 4,767.46 Lakhs has carried forward as retained earnings.

7. Subsidiary and Associate Companies

As at 31st March, 2025, your Company has one material subsidiary namely JMA Marketing Limited (CIN:
U51909DL1991PLC042645), which is also engaged in the business of distribution of auto spare parts in different regions of India.
As at 31st March, 2025, your Company has no associate company.

7.1 Material Subsidiary

Pursuant to the notification of SEBI bearing no. SEBI/LED-NRO/GN/2018/10 dated 09th May, 2018, JMA Marketing Limited has
been considered and defined as Material Subsidiary w.e.f. 01st April, 2019, in terms of policy of the Company on Material
Subsidiary, which is uploaded on the Company’s website vide link:
https://drive.google.com/file/d/1U9J7FzV7uzo4xrFRwsup0MC6pdl FOZk/view

7.2 Annual Audited Accounts of Material Subsidiary are available at the registered office of the Company and will be provided to the
member(s), if interested, to obtain the same. Audited Annual Financial Statements of Material subsidiary Company are also
available on website of the Company i.e. www.imaindia.com.

7.3 Minutes, Financial Statements, investment proposals / decisions and significant transactions / arrangements of Material Subsidiary
are being placed before the Board of the Company in terms of provisions of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Policy of the Company on Material Subsidiary.

7.4 Report on performance of Material Subsidiary and business details are given in the Management Discussion and Analysis Report.

7.5 During the year under review, there is no change in the status of JMA Marketing Limited as Material Subsidiary of the Company.

8. Public Deposits

During the Financial Year ended 31st March, 2025, the Company has not accepted any deposit falling within the ambit of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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

Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, were not applicable to the Company during
the year under review. There was no inflow and / or outflow of foreign exchange during the Financial Year 2024-25.

10. Changes in Capital Structure

As at 31st March, 2025, Authorized Share Capital was '' 1000.00 Lakhs divided into '' 5,00,00,000 (Five Crore) equity share of ''
02/- each. Paid-up share capital of the Company was '' 456.82 Lakhs divided into 2,28,41,054 equity shares of '' 02/- each, fully
paid-up.

10.1 There has been no change in Share Capital as compared to the previous Financial Year.

10.2 The Company has only one class of equity shares.

10.3 The Company has not issued any equity shares with differential rights.

11. Related Party T ransactions

All contracts / arrangements / transactions entered into by the Company with related parties were in ordinary course of the
business and at arm’s length basis.

All transactions with related parties were reviewed and approved by the Audit Committee and the Board and are in accordance
with the policy on related party transactions formulated by the Company. The said policy is uploaded on the Company’s website
vide link: https://drive.google.com/file/d/1jzTTESSubjMQUOzwOk3IzzNxvkm suge/view

There are no material significant related party transactions that may have potential conflict of interest with interest of the Company
at large. The details of related party transactions as per IND AS - 24 are set out in the notes of accounts of the Audited Annual
Financial Statements of the Company forming part of this Annual Report.

Form AOC-2, as required under Section 134 (3) (h) of the Companies Act, 2013, containing the details of related party transactions
is annexed (Annexure-2).

12. Annual Return

The Annual Return of the Company as prescribed under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 is
available on website of the Company under the link:

https://drive.google.com/file/d/1 r6iDAPBtA5h 4HdX6CfzYZlppO6HeZe/view

13. Directors and Key Managerial Personnel

13.1 Certificate on Non-disqualification of directors

Pursuant to the provisions of Regulation 34(3) and Schedule V Para C clause 10(i) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a certificate from Company
Secretary in practice that none of the directors on the Board of the Company has been debarred or disqualified from being
appointed or continuing as director of companies by the Securities and Exchange Board of India / Ministry of Corporate Affairs or
any such statutory authority(ies).

13.2 Appointment and Resignation/Cessation of the directors

13.2.1 Resignation/Cessation of the directors

During the year under review, Shri Avinash Chander Anand, Independent Director of the Company on account of his demise on
02nd April, 2024, ceased to be member of the Board of the Company. Further, Shri Sarvjit Sondhi (DIN: 03208950) and Shri
Ranjit Puri (DIN: 00052459) Non-executive Directors, vide letters dated 28th May, 2024 and 27th March, 2025 respectively,
tendered their resignation and expressed the intention to step down from the Board of the Company, due to their advanced age
and health issues. Apart from this, Shri Alok Sondhi (DIN: 00583970), Non-executive Independent Director, has completed his
second and final term of five (5) consecutive years as Independent Director on 27th September, 2024 and consequently, he
ceased to be Director on the Board of the Company with effect from 28th September, 2024. The Board places on record its deep
appreciation for the invaluable contribution of these directors, during their association as Non-executive Directors of the Company.

13.2.2 Appointment of directors

During the financial year 2024-25, the Shareholders of the Company, in the Annual General Meeting convened on 29th August,
2024, had approved the appointment of Shri Anuj Singh (DIN: 09547776) as Independent Director effective from 01st September,
2024, for a period of five years, on the Board of the Company. Further, the Shareholders of the Company, through Postal Ballot
by remote e-voting process on 19th November, 2024, had approved the appointment of CA Karan Jit Singh Jasuja (DIN: 01563933)
as Independent Director effective from 24th September, 2024, for a period of five years, on the Board of the Company.

The Board is satisfied that Shri Anuj Singh (DIN: 09547776) and CA Karan Jit Singh Jasuja (DIN: 01563933) are the person of
integrity and their skills, background and experience are aligned to the role and capabilities identified by the Nomination and
Remuneration Committee of the Board.

Additionally, the Shareholders of the Company, in the Annual General Meeting convened on 29th August, 2024, had also approved
the continuation of appointment of CA Subhash Chander Vasudeva (DIN: 00055588) and CA Mohindar Mohan Khanna (DIN:
00025428), as Non-executive Non-independent Directors of the Company effective from 28th September, 2024, whose office
shall be liable to retire by rotation, upon completion of their second and final term as Independent Directors on the Board of the
Company.

13.2.3 There was no other change in the composition of Board of Directors of the Company, during the financial year under review.

13.2.4 Director retiring by rotation

In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Shri Sanjeev Kumar
(DIN: 00094725) and Smt. Shuchi Arora (DiN: 00093201), Directors of the Company, are retiring by rotation at this Annual
General Meeting and being eligible, offers themselves for re-appointment.

Detailed profile of all appointee Directors is given at Note no. 26 of Notice of Annual General Meeting together with justification
and rationale for such appointment / re-appointment.

Accordingly, your directors recommend the re-appointment of aforesaid directors for approval of the members.

13.3 Key Managerial Personnel

Shri Varoon Malik, Chief Executive Officer, CA Narinder Pal Singh, Chief Financial Officer and CS Ramkesh Pal, Company
Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and 203 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

13.4 Appointment and Resignation of the KMP

There was no instance of appointment and / or resignation of any KMP taken place during the financial year 2024-25.

13.5 Details required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with
Section 197 of the Companies Act, 2013 are given in this Report and annexures thereof.

14. Declaration by Independent Director(s)

All Independent Directors have furnished declarations that they meet the criteria of independence and they are registered members
of the Independent Directors’ Databank as laid down under Section 149(6) of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

15. Board Meetings

15.1 Number of Board Meetings

During the year under review, your Board of Directors met 06 (Six) times, details of which along with attendance of the Directors
in such meetings are provided in the Corporate Governance Report.

15.2 Committees of the Board

The Board Committees are entrusted with specific areas of focus and make informed decisions within their delegated authority.
The Board of Directors has constituted the following Committees, which function according to their respective roles and defined
scope:

• Audit Committee

• Stakeholders’ Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

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

15.3 Annual Evaluation

The Board of Directors of your Company has carried out its own annual performance evaluation and also of the directors individually,
as well as that of working of the Board and Committees thereof, in accordance with the provisions of the Companies Act, 2013
read with applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

16. Separate meeting of Independent Directors

During the Financial Year 2024-25, a separate meeting of Independent Directors was held on 27th March, 2025 to consider and
review:

i) Performance of Non-Independent Directors and the Board as a whole;

ii) Performance of the Chairman of the Company, taking into account of the views of Executive Directors and Non-executive
Directors; and

iii) Assess the quality, quantity and timeliness of flow of information between the Company’s Management and the Board that
is necessary for the Board to effectively and reasonably perform their duties.

17. Directors’ Responsibility Statement

In terms of Section 134(3) (c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability,
confirm that:

a) in the preparation of the annual financial statements for the year ended 31st March, 2025, all the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial
year and of the profit of the Company for that period;

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

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

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

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

18. Auditors

18.1 Statutory Auditors

M/s Aiyar & Co., Chartered Accountants (Firm Reg. No. 001174N), were appointed as Statutory Auditors of the Company for their
second term of five years in the 73rd Annual General Meeting, to hold office till the conclusion of 78th Annual General Meeting.

Statutory Auditors have confirmed their eligibility as required under Section 139 and 141 of the Companies Act, 2013 and the
rules made thereunder, to continue and hold office as auditors.

18.2 An amount of '' 11.31 Lakhs has been paid to M/s Aiyar & Co., Chartered Accountants, Statutory Auditors of the Company on a
consolidated basis, for all the services obtained from them including limited review and fee to carry out statutory audit for the
Financial Year 2024-25.

18.3 Fraud Reporting

During the year under review, no incidence of fraud has been reported by the Auditors to Audit Committee of the Board. However,
the Company, during the year, detected an offence of fraud committed by an employee at one of the branches which necessitated
initiation of legal action against the concerned employee. The Company has terminated the services of the said employee and
also is in the process of lodging an FIR with statutory authorities through Court. The Company considering the facts and
circumstances is in the process of filing regular FIR. Pending the filing of FIR and taking into consideration that legal proceedings
would be time consuming, and the fact that chances of recovery of any further amount from the employee are negligible, amount
of '' 66.73 lakhs (net of the recovery) has been written off in the books of account. The Company has made a complete disclosure
in this respect in note no. 37 in the notes to account forming part of financial statements for the year ended 31^st March, 2025.

The Auditors have made a disclosure in this respect in their CARO report and have referred to the said note no. 37 forming part
of financial statements for the year ended 31^st March, 2025. The note being self-explanatory does not require any further elaborations.

18.3.1 Report of Auditors

Reports of Statutory Auditors on Audited Annual Financial Statements (Standalone and Consolidated) for the Financial Year
ended on 31st March, 2025 are self-explanatory and do not contain any qualification(s), reservation(s) or adverse remark(s) or
disclaimer, which call for any comment(s) from the Board of Directors as required under Section 134 of the Companies Act, 2013.

18.3.2 Report on Internal Financial Controls on Financial Reporting

In the opinion of Statutory Auditors, the Company has, in all material aspects, an adequate internal financial control system over
financial reporting and such internal financial control systems over financial reporting were operating effectively as at 31st March,
2025. Reference may be made to “Annexure - B” of the Independent Auditors Report. The Company has taken necessary steps
to further strengthen the internal financial controls in respect of affairs at branches of the Company.

19. Secretarial Auditors and their report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has, based on the recommendation of Audit
Committee, approved the appointment of M/s Vijay K. Singhal & Associates, a sole proprietorship firm (Firm Registration No. -
S2013DE223300), holding a peer review certificate no. 1311/2021, as Secretarial Auditors of the Company and its material
subsidiary company for a period of five years, i.e., from April 1,2025 to March 31,2030, subject to approval of the Shareholders
of the Company at the ensuing AGM.

During the year, the Board of Directors has appointed M/s Vijay K. Singhal & Associates, Company Secretaries, as Secretarial
Auditors to carry out Secretarial Audit of the Company and its Material Subsidiary i.e. JMA Marketing Limited for the Financial
Year 2024-25. Based on the audit carried out by Secretarial Auditors, they have submitted their respective report(s), which are
annexed herewith as (Annexure-3) & (Annexure-4) and form part of this Boards’ Report. Report(s) of Secretarial Auditors are
self-explanatory and do not contain any qualification, reservation or adverse remark.

19.1 Annual Secretarial Compliance Report

The Company has obtained Annual Secretarial Compliance Report (“Compliance Report”) for the Financial Year 2024-25 from a
Company Secretary in Practice, which does not contain any qualification(s), reservation(s) adverse remark(s) or disclaimer.
Compliance Report has also been furnished before the Board and submitted with National Stock Exchange of India Limited within
the prescribed time limit.

20. Compliance with Secretarial Standards

Your Company has complied with the provisions of applicable Secretarial Standard I and Secretarial Standard II, issued and
notified by the Institute of Company Secretaries of India (ICSI).

21. Adequacy of Internal Financial Controls

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations.
The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the

timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the IND
AS and the Companies Act, 2013.

An extensive risk based programme of internal audit and management reviews provides assurance to the Board regarding the
adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company.
M/s Bhatia & Bhatia, Chartered Accountants, are the Internal Auditors of the Company. In addition they are also reporting in
respect of Internal Financial Controls and have certified that such Financial Controls are adequate and are operating effectively.

22. Internal Control Systems

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

Such internal control system is also reviewed for its adequacy and effectiveness through internal audit carried out at various
locations.

23. Internal Auditors and reporting

M/s Bhatia & Bhatia, Chartered Accountants, were appointed to conduct the internal audit for the Financial Year 2024-25. Internal
audit ensures that the systems designed and implemented, provide reasonable assurances to the adequacy of the internal
controls commensurate with the size and operations of the Company. The observations, arising out of audit, are periodically
reviewed and compliances ensured.

Internal Auditors are directly reporting to the Audit Committee. The summary of the Internal Audit observations and the status on
implementation of corrective actions are reported to the Audit Committee for their review.

24. Risk Management Framework

Pursuant to the requirement of the Companies Act, 2013 & rules made thereunder and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has a well-defined Risk Management Policy. Your Company recognizes risk
management as an integral component of good corporate governance and fundamental in achieving its strategic and operational
objectives. The policy is intended to improve decision-making, define opportunities and to mitigate material events that may
impact shareholder value. Your Company has taken adequate insurance policy to cover the risk of destruction of any of its assets.

25. Cost Audit

Since your Company is engaged in the business of trading of auto spare parts i.e. trading business, provisions regarding
maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act, 2013 and rules
made thereunder, are not applicable.

26. Audit Committee

In accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a qualified
and independent Audit Committee, details of composition of which are given in Corporate Governance Report attached with this
report. All recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

During the year under review, on account of impending completion of tenure of CA Subhash Chander Vasudeva and CA Mohindar
Mohan Khanna as Independent Directors of the Company, the Board of Directors, in its meeting held on 24th September, 2024,
reconstituted the Audit Committee. Accordingly, CA Subhash Chander Vasudeva ceased to be a member of the Audit Committee
with effect from 24th September, 2024. CA Mohindar Mohan Khanna has been re-designated as a member of the Audit Committee
with effect from the same date. Further, CA Karan Jit Singh Jasuja and Shri Rajesh Nangia, Independent Directors, have been
inducted as members of the Audit Committee in place of CA Subhash Chander Vasudeva. Shri Sanjay Sondhi, Independent
Director, who was appointed as a member of the Audit Committee with effect from 8th May, 2024, has been re-designated as the
permanent Chairman of the Audit Committee with effect from 24th September, 2024.

27. Vigil Mechanism

In accordance with Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Whistle Blower - cum - Vigil Mechanism Policy for the
Directors and the Employees as adopted by the Board, is in place and implemented. Details of aforesaid policy are given in the
Corporate Governance Report. Such policy has also been uploaded on the website of the Company vide link:
https://drive.google.com/file/d/1uAvu Kw-UOrGZwGF5wC8sShQsEj8JAWi/view .

28. Particulars of loans, guarantee or investments under Section 186 of the Companies Act, 2013 & Rules made thereunder

Your Company has not given any loans, guarantees or made investments during the year under review. Investments in other
body corporates made before the financial year 2024-25 were within the ambit of Section 186 of the Companies Act, 2013.

29. Nomination and Remuneration Policy

Your Company has Nomination and Remuneration Policy in place for selection, appointment and remuneration of the Directors,
Key managerial personnel and senior management employees of the Company. The Company’s remuneration policy is driven by
the success and performance of the individual employee and growth of the Company. Such policy has also been uploaded on
website of the Company vide link:

https://drive.google.com/file/d/1U1K-MFhckiDSt8IS0BLEn664-qh qnvn/view

During the year under review, on account of impending completion of tenure of CA Subhash Chander Vasudeva and Shri Alok
Sondhi as Independent Directors of the Company, the Board of Directors, in its meeting held on 24th September, 2024, reconstituted
the Nomination and Remuneration Committee. Accordingly, Shri Alok Sondhi ceased to be a member of the Committee with
effect from the said date. Shri Sanjay Sondhi, Independent Director, was inducted as a member of the Nomination and Remuneration
Committee. Further, Shri Rajesh Nangia, Independent Director, who was appointed as a member of the Committee with effect
from 8th May, 2024, has been re-designated as the permanent Chairman of the Nomination and Remuneration Committee with
effect from 24th September, 2024.

30. Management Discussion and Analysis Report

Management Discussion and Analysis Report is annexed (Annexure-5).

31. Corporate Governance Report and CEO & CFO Certification

A detailed Corporate Governance Report and CEO & CFO Certificate form part of this Board’s Report and are annexed with this
Annual Report.

32. Corporate Social Responsibility Initiatives

During the Financial Year ended on 31st March, 2025, the Company has incurred CSR expenditure of 57.93 Lakhs. CSR initiatives
taken were under the thrust areas of health & hygiene, education, skill enhancement, women empowerment, hunger management
and welfare activities. Annual Report on the cSr activities undertaken by the Company is annexed (Annexure - 6) to this report.

During the year under review, on account of impending completion of tenure of Shri Alok Sondhi and CA Subhash Chander
Vasudeva as Independent Directors of the Company, the Board of Directors, in its meeting held on 24th September, 2024,
reconstituted the Corporate Social Responsibility (CSR) Committee. Accordingly, Shri Alok Sondhi ceased to be the Chairman
and member of the CSR Committee with effect from the said date. Shri Rajesh Nangia, Independent Director, was inducted as a
member of the Committee. Further, CA Mohindar Mohan Khanna, Non-executive Director, was appointed as a member and the
permanent Chairman of the Corporate Social Responsibility Committee with effect from 24th September, 2024.

33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company’s policy on prevention of sexual harassment at workplace is in line with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Pursuant to the provisions
of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder
an Internal Complaint Committee has been set up to receive & redress the complaints regarding sexual harassment under the
aforesaid Act. All employees (permanent, contractual, temporary, trainees) are covered under the policy. The following is a
summary of sexual harassment complaints received and disposed-off during the year:

S. No.	Particulars	Status
(i)	number of complaints filed during the financial year	Nil
(ii)	number of complaints disposed-off during the financial year	Nil
(iii)	number of complaints pending as on end of the financial year	Nil

34. Prevention of Insider Trading

The Board of Directors have formulated a Code to regulate, monitor and report trading by insiders and practices and procedures
for fair disclosure of unpublished price sensitive information in accordance with SEBI (Prohibition of Insider Trading) Regulations,
2015, to prevent misuse of any unpublished price sensitive information and prohibit insider trading activity. The Code of Practice
and Procedure for Fair Disclosure of unpublished Price Sensitive Information is available at
https://drive.google.com/file/d/1l5WkNeQlA1Dkf572yESq05WK4fYVsd5x/view.

35. Human Resources

At the end of March 2025, the total employee strength of the Company was 555. The Company’s focus is to drive each employee
to be more focused and productive. Regular training programs at various levels are in operation. Incentives are given wherever
required to motivate staff to meet Company’s overall objectives.

36. Remuneration Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed (Annexure-7) to
this Report.

37. Orders passed by regulators / courts / tribunals

No significant or material orders have been passed by the regulators, courts, tribunals etc., against the Company, which adversely
impact the financial position, going concern status of the Company and its future operations.

38. General

During the year under review:

• There was no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

• There was no instance of onetime settlement with any Bank or Financial Institution.

Acknowledgment

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

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

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

Sd/-

Subhash Chander Vasudeva

Place: Gurugram Chairman

Date: 29th May, 2025 (DIN: 00055588)

1

During the F.Y. 2019-20 the Company has subdivided its equity shares in the ratio of 1:5 i.e. from One (1) Equity share of '' 10/
- each into Five (5) Equity shares of '' 2/- each. Therefore, w.e.f. F.Y. 2019-20, the dividend is being paid on sub-divided face
value of share i.e. fully paid up equity share of '' 2/- each.

Shareholder(s) who has / have not encashed the dividend(s) is/are requested to encash their dividend or approach the Company
/ Registrar & Transfer Agent, before these are statutorily transferred to Investor Education and Protection Fund. Details of dividend
transferred into IEPF may be downloaded / checked from the website of IEPF Authority.

5.3 List of shareholder(s) who have not claimed their dividends (Interim / Final) is uploaded on the website of the Company vide link:
https://drive.google.com/file/d/1MfKT9Y4LmwuHI5jzvfruQZi0uL1Qv9o0/view.

5.4 SEBI has, vide its circular dated April 20, 2018, mandated the transfer of dividend/unpaid dividend directly to the Bank Account of
Shareholders. Shareholders are therefore advised to register / update their Bank details with the Company’s Registrar and Share
Transfer Agent.

---

Mar 31, 2024

Your Directors are pleased to present their Seventy-fifth (75th) report for the Financial Year ended 31st March, 2024.

1. Financial Highlights

The Company’s financial performance for the Financial Year ended 31st March, 2024 is summarized below:

('' |_n I _akh_s)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	42,332.28	40,868.86	53,395.19	50,334.79
Other Income	630.84	554.89	654.27	561.12
Total Income	42,963.12	41,423.75	54,049.46	50,895.91
Total Expenses	40,199.14	38,389.52	50,561.93	47,217.70
Profit before Tax (PBT)	2,763.98	3,034.23	3,487.53	3,678.21
Provision for Tax- Current	(676.00)	(735.00)	(890.00)	(922.93)
- Deferred	(18.09)	(20.77)	(9.75)	(16.20)
- Tax paid for earlier years	19.16	0.89	12.79	(0.04)
Profit after Tax (PAT)	2,089.05	2,279.35	2,600.57	2,739.04
Other Comprehensive Income	(2.70)	6.27	(4.20)	7.93
Total comprehensive Income	2,086.35	2,285.62	2,596.37	2,746.97
Non-controlling interest	-	-	41.13	37.97
Balance brought forward	3,556.69	2,727.89	3,640.45	2,873.27
Dividend	456.82	456.82	456.82	456.82
Transfer to General Reserve	1,000.00	1,000.00	1,000.00	1,485.00
Balance carried forward	4,186.22	3,556.69	4,738.87	3,640.45

1.1 State of the Company’s Affairs

During the year under review, revenue from operations has increased by 3.58% to '' 42,332.28 Lakhs in comparison to '' 40,868.86 Lakhs. Profit before tax however decreased by 8.91% to '' 2,763.98 Lakhs in comparison to '' 3,034.23 Lakhs. This is on account of reduction in gross margin due to shift in competition in the market. Profit after tax also decreased by 8.35% to '' 2,089.05 Lakhs in comparison to '' 2,279.35 Lakhs in preceding Financial Year. Earnings per share for the year stood at '' 9.15 as compared to '' 9.98 in the preceding Financial Year.

Consolidated turnover stood at '' 53,395.19 Lakhs as compared to '' 50,334.79 Lakhs in the preceding Financial Year i.e. increase of 6.08% and consolidated profit after tax has decreased by 5.05% and stood at '' 2,600.57 Lakhs as compared to '' 2,739.04 Lakhs.

Overheated supply and increased competition in the market affected the margins and increased our inventory levels. The OEM’s have expanded their presence in the aftermarket spares which is putting a lot of pressure on our margins. Manufacturers of auto components are also expanding their operations by way of launching newer product lines only for aftermarket.

Given the above factors, we are continuing to make inroads with existing products within our network by increasing the number of branches. Your Company opened 3 branches in FY 2023-24. With the strong support and expansion of products of our principals clubbed with the inventory holding capacity of the Company, your Company was able to increase its revenue but with a drop in gross margin.

Despite the challenging market situation, we have managed to consolidate our market share given our strong branch network, infrastructure and support from our dealer network. This is result of the progressive policy followed by the Company over the years. These progressive policies will be continued, and we look forward to a stronger and more effective working in future. This year, the Company successfully launched its own mobile application designed to enhance the efficiency of the sales staff. Pricing, inventory, outstanding data will now be available at their fingertips. A salesperson also has the ability to book the customer’s order via the application itself, thus saving a lot of time and effort for the branch staff. We expect a significant increase in productivity with wider use of the application in times to come.

Your Company also realizes its responsibility towards the environment and the registered office today generates most of its own power requirement through solar power. We have also undertaken measures to reduce wastage of resources like paper, water, electricity etc.

2. Details of material changes from the end of the financial year till the date of this report

There were no material change(s)/ commitment(s) affecting the financial position of the Company between 01st April, 2024 and date of this report.

2.1 Change in the nature of business

There was no change in the nature of the business of the Company, which is engaged in the business of distribution of auto spare parts across India.

2.2 Capital Expenditure incurred during the year and its impact on the liquidity of the Company

No major capital expenditure, having any impact on the liquidity of the Company, has been incurred during the Financial Year 2023-24.

3. Alteration in Accounting Policies as per IND AS

During the year under review, there was no change in Accounting Policies of the Company, which are in consonance with IND AS.

4. Consolidated Accounts

Consolidated Financial Statements are prepared in accordance with the provisions of the Companies Act, 2013 read with IND AS 110 - Consolidated Financial Statements, IND AS 28 - Investment in Subsidiary. Consolidated Financial Statements for the Financial Year 2023-24 forms part of this Annual Report.

A statement in Form AOC-1 containing the salient features of the financial statements of material subsidiary Company is annexed (Annexure - 1).

5. Dividend

The Company has a track record of declaration of dividend. The Board of Directors have recommended, for the financial year 2023-24, a dividend of '' 02/- (i.e. 100% per equity share) per equity share of '' 02/- each on the paid-up equity share capital of '' 456.82 Lakhs amounting to '' 456.82 Lakhs. The dividend at same rate (100%) (Previous year 100%) has been recommended by the Board considering the profits earned by the Company and that the same is subject to deduction of tax at source. The dividend payment is subject to approval of the members at the 75th Annual General Meeting, which will be paid, if declared, to the shareholders within 30 days from the date of declaration.

5.1 Transfer of unclaimed dividend into Investor Education & Protection Fund (IEPF)

In accordance with the provisions of Section 124 of the Companies Act, 2013, unclaimed dividend for the Financial Year 2016-17, aggregating to '' 14,18,612/- lying with the Company for a period of seven (07) years was transferred to the Investor Education and Protection Fund established by the Central Government.

5.2 Uncashed / Unclaimed Dividend(s)

Details of uncashed / unclaimed dividends commencing from Financial Year 2017-18 are as under:

('' in Lakhs)

Financial Year	Type of Dividend	Dividend Per Share1	Date of Payment	Due Date for Transfer to IEPF	Amount of Unclaimed Dividend as on 31st March, 2024
2017-18	Final	'' 4/-	08.10.2018	01.11.2025	12.10
2018-19	Interim	'' 4/-	28.02.2019	14.03.2026	8.77
2019-201	Final	'' 1/-	12.10.2020	30.10.2027	12.95
2020-21	Final	'' 2/-	14.09.2021	29.09.2028	20.18
2021-22	Final	'' 2/-	08.09.2022	30.09.2029	14.43
2022-23	Final	'' 2/-	14.09.2023	03.10.2030	15.01

5.5 Transfer of shares to the Demat Account of Investor Education and Protection Fund Authority

Pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred all shares in respect of which dividend(s) has / have not been claimed by the shareholders for seven consecutive years or more in the Demat account of Investor Education and Protection Fund Authority (“IEPF Demat Account”). The details of equity shares transferred into IEPF Demat Account for the Financial Year 2016-17 are given hereunder:

S.No.	No. of shares transferred into IEPF Demat Account	Date of Transfer
1	1,21,997	2nd May, 2024

Details of shares which had been transferred into IEPF Demat account can be downloaded from website of IEPF www.iepf.gov.in or under the link: https://drive.google.com/file/d/1GTJIxeQitU9UkXx-TDMUSRkv5MYwUQPq/view .

5.6 Shareholders who have not claimed / encashed dividends for the past seven consecutive years are advised to claim their dividend before these are statutorily transferred into IEPF Demat Account. Details of dividend transferred into IEPF may be downloaded / checked from the website of IEPF Authority.

6. Transfer to Reserves

An amount of '' 1,000 Lakhs (One Thousand Lakhs only) has been transferred to General Reserve during the Financial Year 2023-24; and an amount of '' 4,186.22 Lakhs has carried forward as retained earnings.

7. Subsidiary and Associate Companies

As at 31st March, 2024, your Company has one material subsidiary namely JMA Marketing Limited (CIN: U51909DL1991PLC042645), which is engaged in the business of distribution of auto spare parts in different regions of India. As at 31st March, 2024, your Company has no associate company.

7.1 Material Subsidiary

Pursuant to the notification of SEBI bearing no. SEBI/LED-NRO/GN/2018/10 dated 09th May, 2018, JMA Marketing Limited has been considered and defined as Material Subsidiary w.e.f. 01st April, 2019, in terms of policy of the Company on Material Subsidiary, which is uploaded on the Company’s website vide link: https://drive.google.com/file/d/1U9J7FzV7uzo4xrFRwsup0MC6pdl FOZk/view

7.2 Annual Audited Accounts of Material Subsidiary are available at the registered office of the Company and will be provided to the member(s), if interested, to obtain the same. Audited Annual Financial Statements of Material subsidiary Company are also available on website of the Company i.e. www.imaindia.com.

7.3 Minutes, Financial Statements, investment proposals / decisions and significant transactions / arrangements of Material Subsidiary are being placed before the Board of the Company in terms of provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Policy of the Company on Material Subsidiary.

7.4 Report on performance of Material Subsidiary and business details are given in the Management Discussion and Analysis Report.

7.5 During the year under review, the Hon’ble National Company Law Tribunal, New Delhi Bench (“NCLT”) vide its order dated 26th April, 2023 (received on 19th May, 2023), had sanctioned the Scheme of Arrangement for Amalgamation of ACL Components Limited (Transferor Company 1), JMA E-Comm Private Limited (Transferor Company 2), Jullundur Auto Sales Corporation Limited (Transferor Company 3) with JMA Marketing Limited (Transferee Company), under the provisions of Section 230 - 232 of the Companies Act, 2013 and the Rules made thereunder. Following the implementation of the aforementioned Scheme, all the Transferor Companies got dissolved and consequently, the Transferor Company 1 and 3 namely ACL Components Limited and Jullundur Auto Sales Corporation Limited, previously forming part of the JMA group and associated with the Company, no longer exist and have ceased to be associates of the Company, as these stand merged with Company’s material subsidiary viz. JMA Marketing Limited.

Consequently, in terms of the aforementioned Scheme of Arrangement there is no change in the status of JMA Marketing Limited as Material Subsidiary of the Company.

8. Public Deposits

During the Financial Year ended 31st March, 2024, the Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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

Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, were not applicable to the Company during the year under review. There was no inflow and / or outflow of foreign exchange during the Financial Year 2023-24.

10. Changes in Capital Structure

As at 31st March, 2024, Authorized Share Capital was '' 1000.00 Lakhs divided into 5,00,00,000 (Five Crore) equity share of '' 02/- each. Paid-up share capital of the Company was '' 456.82 Lakhs divided into 2,28,41,054 equity shares of '' 02/- each, fully paid-up.

10.1 There has been no change in Share Capital as compared to the previous Financial Year.

10.2 The Company has only one class of equity shares.

10.3 The Company has not issued any equity shares with differential rights.

11. Related Party T ransactions

All contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of the business and at arm’s length basis.

All transactions with related parties were reviewed and approved by the Audit Committee and the Board and are in accordance with the policy on related party transactions formulated by the Company and the said policy is also uploaded on the Company’s website vide link: https://drive.google.com/fileAd/1jzTTESSubjMQuOzwOk3IzzNxykm suge/view

There are no material significant related party transactions that may have potential conflict of interest with interest of the Company at large. The details of related party transactions as per IND AS - 24 are set out in the notes of accounts of the Audited Annual Financial Statements of the Company forming part of this Annual Report.

Form AOC-2, as required under Section 134 (3) (h) of the Companies Act, 2013, containing the details of related party transactions is annexed (Annexure-2).

12. Annual Return

The Annual Return of the Company as prescribed under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 is available on website of the Company under the link: https://drive.google.com/file/d/1LpEEOslBPszRbOEKXADd6sF18Z9YmSVU/ view.

13. Directors and Key Managerial Personnel

13.1 Certificate on Non-disqualification of directors

Pursuant to the provisions of Regulation 34(3) and Schedule V Para C clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a certificate from Company secretary in practice that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority(ies).

13.2 Appointment and Resignation/Cessation of the directors

13.2.1 Resignation/Cessation of the directors

There was no instance of resignation of any director taken place during the financial year 2023-24. However, Shri Avinash Chander Anand, Independent Director on the Board of the Company on account of his demise on 02nd April, 2024, ceased to be member of the Board of the Company. The Board places on record its deep appreciation for his invaluable contribution during his association as an Independent Director of the Company.

13.2.2 Appointment of directors

During the financial year 2023-24, the Shareholders of the Company, in the Annual General Meeting convened on 29th August, 2023, had approved the appointment of Shri Sanjay Sondhi (DIN: 01311331) and Shri Rajesh Nangia (DIN: 10149393) as Independent Directors effective from 01st September, 2023, for a period of five years, on the Board of the Company. The Board is satisfied that Shri Sanjay Sondhi (DIN: 01311331) and Shri Rajesh Nangia (DiN: 10149393) are the person of integrity and their skills, background and experience are aligned to the role and capabilities identified by the Nomination and Remuneration Committee of the Board.

Additionally, your Directors have recommended the appointment of Shri Anuj Singh (DIN: 09547776) as Independent Director w.e.f. 01st September, 2024, for a period of five years, subject to the approval of Shareholders of the Company. Pursuant to the Regulation 25 (2A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of shareholders by way of special resolution is required for appointment / re-appointment of independent directors. Thus, the appointment of Shri Anuj Singh shall require the approval of shareholders by way of passing of Special Resolution, in terms of aforesaid provision.

Detailed profile of the appointee Director is given at Note no. 26 of Notice of Annual General Meeting together with justification and rationale for such appointment.

13.2.3 There was no other change in the composition of Board of Directors of the Company, during the financial year under review.

13.2.4 Re-appointment / Director retiring by rotation

CA Subhash Chander Vasudeva and CA Mohindar Mohan Khanna were appointed as Independent Directors for second consecutive term of five (05) years with effect from 28th September, 2019 till 27th September, 2024. They may be re-appointed as Nonexecutive non-independent directors, subject to the approval of shareholders of the Company by way of passing Special Resolution in this Annual General Meeting.

Pursuant to the notification of Securities and Exchange Board of India bearing No. SEBI/LAD-NRO/GN/2018/10 dated 09th May, 2018, approval of shareholders by way of special resolution is required for appointment / re-appointment for those non-executive directors, who have attained the age of 75 years w.e.f. 01st April, 2019.

CA Subhash Chander Vasudeva (aged 85) and CA Mohindar Mohan Khanna (aged 82), Non-executive Directors have already attained the age of 75 years and their re-appointments shall require the approval of shareholders by way of passing Special Resolution, in terms of aforesaid notification.

In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Smt. Tanu Priya Puri (DIN: 07267116), Director of the Company, is retiring by rotation at this Annual General Meeting and being eligible, offers herself for re-appointment.

Shri Sarvjit Sondhi, a Non-executive Director, who is liable to retire by rotation at this Annual General Meeting, has shown his intention not to seek re-appointment to the Board upon the conclusion of his current term at this Annual General Meeting. The Board took cognizance of his decision to retire and expressed its deepest gratitude for his invaluable contributions to the proceedings of the Board.

Detailed profile of all appointee Directors is given at Note no. 26 of Notice of Annual General Meeting together with justification and rationale for such appointment / re-appointment.

Accordingly, your directors recommend the re-appointment of aforesaid directors for approval of the members.

13.3 Key Managerial Personnel

Shri Varoon Malik, Chief Executive Officer, CA Narinder Pal Singh, Chief Financial Officer and CS Ramkesh Pal, Company Secretary are the Key Managerial Personnels of the Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

13.4 Appointment and Resignation of the KMP

There was no instance of appointment and / or resignation of any KMP taken place during the financial year 2023-24.

13.5 Details required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Companies Act, 2013 are given in this Report and annexures thereof.

14. Declaration by Independent Director(s)

All Independent Directors have furnished declarations that they meet the criteria of independence and they are registered members of the Independent Directors’ Databank as laid down under Section 149(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. Board Meetings

15.1. Number of Board Meetings

During the year under review, your Board of Directors met 04 (Four) times, details of which along with attendance of the Directors in such meetings are provided in the Corporate Governance Report.

15.2. Annual Evaluation

The Board of Directors of your Company has carried out its own annual performance evaluation and also of the directors individually, as well as that of working of the Committees, in accordance with the provisions of the Companies Act, 2013 read with applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

16. Separate meeting of Independent Directors

During the Financial Year 2023-24, a separate meeting of Independent Directors was held on 22nd March, 2024 to consider and review:

i) Performance of Non-Independent Directors and the Board as a whole;

ii) Performance of the Chairman of the Company, taking into account of the views of Executive Directors and Non-executive Directors; and

iii) Assess the quality, quantity and timeliness of flow of information between the Company’s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

17. Directors’ Responsibility Statement

In terms of Section 134(3) (c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual financial statements for the year ended 31st March, 2024, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

18. Auditors

18.1 Statutory Auditors

M/s Aiyar & Co., Chartered Accountants (Firm Regn No. 001174N), were appointed as Statutory Auditors of the Company for their second term of five years in the 73rd Annual General Meeting, to hold office till the conclusion of 78th Annual General Meeting.

Statutory Auditors have confirmed their eligibility as required under Section 139 and 141 of the Companies Act, 2013 and the rules made thereunder, to continue and hold office as auditors.

18.2 An amount of '' 10.57 Lakhs had been paid to M/s Aiyar & Co., Chartered Accountants, Statutory Auditors of the Company on a consolidated basis, for all the services obtained from them including limited review and fee to carry out statutory audit for the Financial Year 2023-24.

18.3 Report of Auditors

Reports of Statutory Auditors on Audited Annual Financial Statements (Standalone and Consolidated) for the Financial Year ended on 31st March, 2024 are self-explanatory and do not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer, which call for any comment(s) from the Board of Directors as required under Section 134 of the Companies Act, 2013.

18.3.1 Fraud Reporting

During the year under review, no incidence of fraud has been reported by the Auditors to Audit Committee of the Board.

18.3.2 Report on Internal Financial Controls on Financial Reporting

In the opinion of Statutory Auditors, the Company has, in all material aspects, an adequate internal financial control system over financial reporting and such internal financial control systems over financial reporting were operating effectively as at 31st March, 2024. Reference may be made to “Annexure - B” of the Independent Auditors Report.

19. Secretarial Auditors and their report

Your Board of Directors has appointed M/s Vijay K. Singhal & Associates, Company Secretaries, as Secretarial Auditors to carry out Secretarial Audit of the Company and its Material Subsidiary i.e. JMA Marketing Limited for the Financial Year 2023-24. Based on the audit carried out by Secretarial Auditors, they have submitted their respective report(s), which are annexed herewith as (Annexure-3) & (Annexure-4) and form part of this Boards’ Report. Report(s) of Secretarial Auditors are self-explanatory and do not contain any qualification, reservation or adverse remark.

19.1 Annual Secretarial Compliance Report

The Company has obtained Annual Secretarial Compliance Report (“Compliance Report”) for the Financial Year 2023-24 from a Company Secretary in Practice, which does not contain any qualification(s), reservation(s) adverse remark(s) or disclaimer. Compliance Report has also been furnished before the Board and submitted with National Stock Exchange of India Limited within the prescribed time limit.

20. Compliance with Secretarial Standards

Your Company has complied with the provisions of applicable Secretarial Standard I and Secretarial Standard II, issued and notified by the Institute of Company Secretaries of India (ICSI).

21. Adequacy of Internal Financial Controls

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the IND AS and the Companies Act, 2013.

An extensive risk based programme of internal audit and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company. M/s Bhatia & Bhatia, Chartered Accountants, are the Internal Auditors of the Company. In addition they are also reporting in respect of Internal Financial Controls and certifying that such Financial Controls are adequate and are operating effectively.

22. Internal Control Systems

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

Such internal control system is also reviewed for its adequacy and effectiveness through internal audit carried out at various locations.

23. Internal Auditors and reporting

M/s Bhatia & Bhatia, Chartered Accountants, were appointed to conduct the internal audit for the Financial Year 2023-24. Internal audit ensures that the systems designed and implemented, provide reasonable assurances to the adequacy of the internal controls commensurate with the size and operations of the Company. The observations, arising out of audit, are periodically reviewed and compliances ensured.

Internal Auditors are directly reporting to the Audit Committee. The summary of the Internal Audit observations and the status on implementation of corrective actions are reported to the Audit Committee for their review.

24. Risk Management Framework

Pursuant to the requirement of the Companies Act, 2013 & rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a well-defined Risk Management Policy. Your Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. The policy is intended to improve decision-making, define opportunities and to mitigate material events that may impact shareholder value. Your Company has taken adequate insurance to protect its assets.

25. Cost Audit

Since your Company is engaged in the business of trading of auto spare parts i.e. trading business, provisions regarding maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act, 2013 and rules made thereunder, are not applicable.

26. Audit Committee

In accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a qualified and independent Audit Committee, details of composition of which are given in Corporate Governance Report attached with this report. cA Mohindar Mohan Khanna, Independent Director, is the permanent Chairman of the Audit Committee. All recommendations of the Audit Committee were accepted by the Board of Directors of the Company. During the year under review, there was no change in the composition of the Audit Committee. However, Shri Avinash Chander Anand, member of the Committee, subsequent to his demise on 02nd April, 2024, had ceased to be a member of the Committee. Thereafter, Shri Sanjay Sondhi, Independent Director, was appointed as the member of the Committee w.e.f. 08th May, 2024.

27. Vigil Mechanism

In accordance with Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Whistle Blower - cum - Vigil Mechanism Policy for the Directors and the Employees as adopted by the Board, is in place and implemented. Details of aforesaid policy are given in the Corporate Governance Report. Such policy has also been uploaded on the website of the Company vide link: https://drive.google.com/file/d/1uAvu Kw-UOrGZwGF5wC8sShQsEj8JAWi/view .

28. Particulars of loans, guarantee or investments under Section 186 of the Companies Act, 2013 & Rules made thereunder

Your Company has not given any loans, guarantees or made investments during the year under review. Investments in other body corporates made before the financial year 2023-24 were within the ambit of Section 186 of the Companies Act, 2013.

29. Nomination and Remuneration Policy

Your Company has Nomination and Remuneration Policy in place for selection, appointment and remuneration of the Directors, Key managerial personnel and senior management employees of the Company. The Company’s remuneration policy is driven by the success and performance of the individual employee and growth of the Company. Such policy has also been uploaded on website of the Company vide link: https://drive.google.com/file/d/1U1K-MFhckiDSt8IS0BLEn664-qh qnyn/view

During the year under review, there was no change in the composition of the Nomination and Remuneration Committee. However, Shri Avinash Chander Anand, member and chairman of the Committee, subsequent to his demise on 02nd April, 2024, had ceased to be a member and chairman of the Committee. Thereafter, Shri Rajesh Nangia, Independent Director, was appointed as the member of the Committee w.e.f. 08th May, 2024.

30. Management Discussion and Analysis Report

Management Discussion and Analysis Report is annexed (Annexure-5).

31. Corporate Governance Report and CEO & CFO Certification

A detailed Corporate Governance Report and CEO & CFO Certificate form part of this Board’s Report and are annexed with this Annual Report.

32. Corporate Social Responsibility Initiatives

During the Financial Year ended on 31st March, 2024, the Company has incurred CSR expenditure of '' 58.52 Lakhs. CSR initiatives taken were under the thrust areas of health & hygiene, education, skill enhancement, women empowerment, hunger management, welfare activities and promotion of nationally recognized sports. Annual Report on the CSR activities undertaken by the Company is annexed (Annexure - 6) to this report. During the year under review, there was no change in the composition of the Corporate Social Responsibility (CSR) Committee. However, Shri Avinash Chander Anand, member of the Committee, subsequent to his demise on 02nd April, 2024, had ceased to be a member of the Committee.

33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company’s policy on prevention of sexual harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder an Internal Complaint Committee has been set up to receive & redress the complaints regarding sexual harassment under the aforesaid Act. All employees (permanent, contractual, temporary, trainees) are covered under the policy.

There was no complaint received from any employee during the Financial Year 2023-24 and hence, no complaint is outstanding as at the end of the year for redressal.

34. Prevention of Insider Trading

The Board of Directors have formulated a Code to regulate, monitor and report trading by insiders and practices and procedures for fair disclosure of unpublished price sensitive information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, to prevent misuse of any unpublished price sensitive information and prohibit insider trading activity. The Code of Practice and Procedure for Fair Disclosure of unpublished Price Sensitive Information is available at: https://drive.google.com/fileAd/1l5WkNeQlA1Dkf572yESq05WK4fYVsd5x/view.

35. Human Resources

At the end of March 2024, the total employee strength of the Company was 547. The Company’s focus is to drive each employee to be more focused and productive. Regular training programs at various levels are in operation. Incentives are given wherever required to motivate staff to meet Company’s overall objectives.

36. Remuneration Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed (Annexure-7) to this Report.

37. Orders passed by regulators / courts / tribunals

No significant or material orders have been passed by the regulators, courts, tribunals etc., against the Company, which adversely impact the financial position, going concern status of the Company and its future operations.

38. General

During the year under review:

• There was no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

• There was no instance of onetime settlement with any Bank or Financial Institution.

Acknowledgment

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

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

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

Sd/-

Subhash Chander Vasudeva

Place: Gurugram Chairman

Date: 28th May, 2024 (DIN: 00055588)

1

During the F.Y. 2019-20 the Company has subdivided its equity shares in the ratio of 1:5 i.e. from One (1) Equity share of '' 10/ - each into Five (5) Equity shares of '' 2/- each. Therefore, w.e.f. F.Y. 2019-20, the dividend is being paid on sub-divided face value of share i.e. fully paid up equity share of '' 2/- each.

Shareholder(s) who has / have not encashed the dividend(s) is/are requested to encash their dividend or approach the Company / Registrar & Transfer Agent, before these are statutorily transferred to Investor Education and Protection Fund Authority.

5.3 List of shareholder(s) who have not claimed their dividends (Interim / Final) is uploaded on the website of the Company vide link: https://drive.google.com/file/d/16OcrCLkB8uJQgDOldePAQLK68Qz84v1J/view .

5.4 SEBI has, vide its circular dated April 20, 2018, mandated the transfer of dividend/unpaid dividend directly to the Bank Account of Shareholders. Shareholders are therefore advised to register / update their Bank details with the Company’s Registrar and Share Transfer Agent.

---

Mar 31, 2023

The Directors are pleased to present their Seventy-fourth (74th) report for the Financial Year ended 31st March, 2023. 1. Financial Highlights

The Company’s financial performance for the Financial Year ended 31st March, 2023 is summarized below:

(Rs. In Lakhs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	40,868.86	36,107.40	50,334.79	43,781.84
Other Income	554.89	495.98	562.10	504.93
Total Income	41,423.75	36,603.38	50,896.89	44,286.77
Total Expenses	38,389.52	33,765.84	47,217.64	40,990.12
Profit before Tax (PBT)	3,034.23	2,837.54	3,679.25	3,296.85
Provision for Tax- Current	(735.00)	(700.00)	(922.93)	(842.61)
- Deferred	(20.77)	(17.97)	(16.20)	(15.34)
- Tax paid for earlier years	0.89	4.15	(0.04)	12.59
Profit after Tax	2,279.35	2,123.72	2,740.08	2,451.29
Other Comprehensive Income	6.27	(12.49)	7.62	(8.08)
Total comprehensive Income	2,285.62	2,111.23	2,747.70	2,443.21
Non-controlling interest	-	-	29.16	27.45
Balance brought forward	2,727.89	1,873.48	2,879.04	2,445.09
Dividend	456.82	456.82	456.82	456.82
Transfer to General Reserve	1,000.00	800.00	1,485.00	1,525.00
Balance carried forward	3,556.69	2,727.89	3,655.76	2,879.04

1.1 State of the Company’s Affairs

During the year under review, revenue from operations has increased by 13.19% to '' 40,868.86 Lakhs in comparison to '' 36,107.40 Lakhs. Profit before tax increased by 6.93% to '' 3,034.23 Lakhs in comparison to '' 2,837.54 Lakhs on account of rise in sales during the Financial Year. Profit after tax also increased by 7.33% to '' 2,279.35 Lakhs in comparison to '' 2,123.72 Lakhs in preceding Financial Year. Earnings per share for the year stood at '' 9.98 as compared to '' 9.30 in the preceding Financial Year.

Consolidated turnover stood at '' 50,334.79 Lakhs as compared to '' 43,781.84 Lakhs in the preceding Financial Year i.e. increase of 14.97% and consolidated profit after tax has increased by 11.78% and stood at '' 2,740.08 Lakhs as compared to '' 2,451.29 Lakhs. The Group has crossed the 500 Crores milestone for the first time.

Overheated supply and increased competition in the market affected the margins and increased our inventory levels. The OEM’s are still struggling with supply chain issues for their newer vehicles and hence leading to excess supply in the aftermarket. With normalcy returning to the market small manufacturers of auto components overcame the challenges of raw material volatility and working capital requirements. Their operations and production also came back to the normal levels.

Even with the above factors, we are continuing to make inroads with new products and within our network by increasing the number of branches. With the strong support of our principals as well as the inventory holding capacity of the Company, your Company was able to grow and maintain the bottom line in Financial Year 2022-23.

In spite of the challenging situation, we managed to consolidate our market share given our strong increased branch network, infrastructure and full support from our dealer network. This is result of the progressive policy followed by the Company over the years. These progressive policies will be continued and we look forward to a stronger and more effective working in future.

Your Company also realizes its responsibility towards the environment and the Head Office today generates most of its own power requirement through Solar power. We have installed a 60KW plant at the head office catering to our requirements at the Head Office.

2. Details of material changes from the end of the financial year till the date of this report

There were no material change(s)/ commitment(s) affecting the financial position of the Company between 01st April, 2023 and date of this report.

2.1 Change in the nature of business

There was no change in the nature of the business of the Company, which is engaged in the business of distribution of auto spare parts across India.

2.2 Capital Expenditure incurred during the year and its impact on the liquidity of the Company

No major capital expenditure, having any impact on the liquidity of the Company, has been incurred during the Financial Year 2022-23.

3. Alteration in Accounting Policies as per IND AS

During the year under review, your Company has amended/re-instated few accounting policies which were necessitated on account of amendments notified by Ministry of Corporate Affairs and National Financial Authority of India, by way of incorporation/ deletion/substitution of few provisions of iNd AS, which are in consonance with IND AS.

4. Consolidated Accounts

Consolidated Financial Statements are prepared in accordance with the provisions of the Companies Act, 2013 read with IND AS 110 - Consolidated Financial Statements, IND AS 28 - Investment in Associates and Subsidiary. Consolidated Financial Statements for the Financial Year 2022-23 forms part of this Annual Report.

A statement in Form AOC-1 containing the salient features of the financial statements of associate companies and material subsidiary company is annexed (Annexure - 1). Consolidated Financial Statements have been prepared on the basis of audited annual financial statements of your Company and its material subsidiary and associate companies, which are treated as subsidiaries for the purpose of consolidation of accounts as per the requirement of IND AS - 110.

5. Dividend

The Company has a track record of declaration of dividend. The Board of Directors has recommended, for the financial year 2022-23, a dividend of '' 02/- (i.e. 100% percent per equity share) per equity share of '' 02/- each on the paid-up equity share capital of '' 456.82 Lakhs amounting to '' 456.82 Lakhs. The dividend at same rate (100%) (Previous year 100%) has been recommended by the Board considering the profits earned by the Company and that the same is subject to deduction of tax at source. The dividend payment is subject to approval of the members at the 74th Annual General Meeting, which will be paid, if declared, to the shareholders within 30 days from the date of declaration.

5.1 Transfer of unclaimed dividend into Investor Education & Protection Fund (IEPF)

In accordance with the provisions of Section 124 of the Companies Act, 2013, unclaimed dividend for the Financial Year 2015-16, aggregating to '' 12,02,644/- lying with the Company for a period of seven (07) years was transferred to the Investor Education and Protection Fund established by the Central Government.

5.2 Uncashed / Unclaimed Dividend(s)

Details of uncashed / unclaimed dividends commencing from Financial Year 2016-17 are as under:

('' in Lakhs
Financial Year	Type of	Dividend	Date of	Due Date for	Amount of Unclaimed
	Dividend	Per Share*	Payment	Transfer to IEPF	Dividend as on 31st March, 2023
2016-17	Interim	'' 4/-	28.02.2017	15.03.2024	14.26
2017-18	Final	'' 4/-	08.10.2018	01.11.2025	12.20
2018-19	Interim	'' 4/-	28.02.2019	14.03.2026	8.89
2019-20*	Final	'' 1/-	12.10.2020	30.10.2027	13.10
2020-21	Final	'' 2/-	14.09.2021	29.09.2028	20.52
2021-22	Final	'' 2/-	08.09.2022	30.09.2029	14.63

*During the F.Y. 2019-20 the Company has subdivided its equity shares in the ratio of 1:5 i.e. from One (1) Equity share of '' 10/- each into Five (5) Equity shares of '' 2/- each. Therefore, w.e.f. F.Y. 2019-20, the dividend is being paid on sub-divided face value of share i.e. fully paid up equity share of '' 2/- each.

Shareholder(s) who has / have not encashed the dividend(s) is/are requested to encash their dividend or approach the Company / Registrar & Transfer Agent, before these are statutorily transferred to Investor Education and Protection Fund Authority.

5.3 List of shareholder(s) who have not claimed their dividends (Interim / Final) is uploaded on the website of the Company vide link: https://drive.google.com/file/d/1 b87mSQgKUgavr1B40wop1jtbAv-xo4K/view .

5.4 SEBI has, vide its circular dated April 20, 2018, mandated the transfer of unpaid dividend directly to the Bank Account of Shareholders. Shareholders are therefore advised to register / update their Bank details with the Company’s Registrar and Share Transfer Agent.

5.5 Transfer of shares to the Demat Account of Investor Education and Protection Fund Authority

Pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred all shares in respect of which dividend(s) has / have not been claimed by the shareholders for seven consecutive years or more in the Demat account of Investor Education and Protection Fund Authority (“IEPF Demat Account”). The details of equity shares transferred into IEPF Demat Account for the Financial Year 2015-16 are given hereunder:

S.No.	No. of shares transferred into IEPF Demat Account	Date of Transfer
1	53,685	20th April, 2023

Details of shares which had been transferred into IEPF Demat account can be downloaded from website of IEPF www.iepf.gov.in or under the link: https://drive.google.com/file/d/1nviG4IH9KcH66aQ3 1PjMdL h975bGIN/view .

5.6 Shareholders who have not claimed / encashed dividends for the past seven consecutive years are advised to claim their dividend before these are statutorily transferred into IEPF Demat Account. Details of dividend transferred into IEPF may be downloaded / checked from the website of IEPF Authority.

6. Transfer to Reserves

An amount of '' 1,000 Lakhs ('' One Thousand Lakhs only) has been transferred to General Reserve during the Financial Year 2022-23; and an amount of '' 3,556.69 Lakhs has carried forward as retained earnings.

7. Subsidiary and Associate Companies

As at 31st March, 2023, your Company has one material subsidiary and two associate companies, as per details given hereunder:

a) JMA Marketing Limited (CIN: U51909DL1991PLC042645) - Material Subsidiary;

b) Jullundur Auto Sales Corporation Limited (CIN: U34101DL1959PLC003066) - Associate; and

c) ACL Components Limited (CIN: U32204HR1985PLC049478) - Associate.

Above material subsidiary & associates companies are inter-alia engaged in the business of distribution of auto spare parts in different regions of India.

7.1 Material Subsidiary

Pursuant to the notification of SEBI bearing no. SEBI/LED-NRO/GN/2018/10 dated 09th May, 2018, JMA Marketing Limited has been considered and defined as Material Subsidiary w.e.f. 01st April, 2019, in terms of policy of the Company on Material Subsidiary, which is uploaded on the Company’s website vide link: https://drive.google.com/file/d/1U9J7FzV7uzo4xrFRwsup0MC6pdl FOZk/view

7.2 Annual Audited Accounts of Material Subsidiary and Associate Companies are available at the registered office of the Company and will be provided to the member(s), if interested, to obtain the same. Audited Annual Financial Statements of Material subsidiary company are also available on website of the Company i.e. www.jmaindia.com.

7.3 Minutes, Financial Statements, investment proposals / decisions and significant transactions / arrangements of Material Subsidiary are being placed before the Board of the Company in terms of provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Policy of the Company on Material Subsidiary.

7.4 Report on performance of Material Subsidiary and business details are given in the Management Discussion and Analysis Report.

7.5 During the year under review, there was no company(ies) which have become or ceased to be subsidiaries, associate and joint venture of the Company.

7.6 The Board of Directors of JMA Marketing Limited (Material Subsidiary of the Company) as a part of the Company’s restructuring plan, at a meeting held on 11th November, 2019, had approved the Scheme of Amalgamation/Merger of aCl Components Limited, JMA E-Comm Private Limited and Jullundur Auto Sales Corporation Limited (Transferor Companies) into JMA Marketing Limited (“the Company”). The intended amalgamation, after approval by the shareholders of the Company at their meeting convened on 05th December, 2020 under the directions of Hon’ble National Company Law Tribunal, (“NCLT”) New Delhi, has been approved by both the Hon’ble National Company Law Tribunal, Chandigarh Bench and New Delhi Bench vide their respective orders dated 29th June, 2022 and 26th April, 2023, certified true copy of which were received on 04th August, 2022 and 19th May, 2023, respectively. The appointed date under the Scheme is April 1,2019. The above Companies are in the process to implement the Scheme of Amalgamation as approved by both the Hon’ble National Company Law Tribunal, New Delhi Bench and Chandigarh Bench under section 230-232 of the Companies Act, 2013.

8. Public Deposits

During the Financial Year ended 31st March, 2023, the Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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

Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, were not applicable to the Company during the year under review. There was no inflow and / or outflow of foreign exchange during the Financial Year 2022-23.

10. Changes in Capital Structure

As at 31st March, 2023, Authorized Share Capital was '' 1000.00 Lakhs divided into 5,00,00,000 (Five Crore) equity share of '' 02/ - each. Paid-up share capital of the Company was '' 456.82 Lakhs divided into 2,28,41,054 equity shares of '' 02/- each, fully paid-up.

10.1 There has been no change in Share Capital as compared to the previous Financial Year.

10.2 The Company has only one class of equity shares.

10.3 The Company has not issued any equity shares with differential rights.

11. Related Party T ransactions

All contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of the business and at arm’s length basis.

All transactions with related parties were reviewed and approved by the Audit Committee and the Board and are in accordance with the policy on related party transactions formulated by the Company and the said policy is also uploaded on the Company’s website vide link: https://drive.google.com/file/d/1izTTESSubiMQUOzwOk3IzzNxvkm suge/view

There are no material significant related party transactions that may have potential conflict of interest with interest of the Company at large. The details of related party transactions as per IND AS - 24 are set out in the notes of accounts of the Audited Annual Financial Statements of the Company forming part of this Annual Report.

Form AOC-2, as required under Section 134 (3) (h) of the Companies Act, 2013, containing the details of related party transactions is annexed (Annexure-2).

12. Annual Return

The Annual Return of the Company as prescribed under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 is available on website of the Company under the link: https://drive.google.com/file/d/17K3DkhBve6QdQ3Pn7vRyZz2ofGcoUaUS/ view .

13. Directors and Key Managerial Personnel

13.1 Certificate on Non-disqualification of directors

Pursuant to the provisions of Regulation 34(3) and Schedule V Para C clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a certificate from company secretary in practice that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority(ies).

13.2 Appointment and Resignation/Cessation of the directors

13.2.1 Resignation/Cessation of the directors

There was no instance of resignation of any director taken place during the financial year 2022-23. However, Shri Virat Sondhi, Non-executive Director, Promoter and former Managing Director of the Company on account of his demise on 17th August, 2022, ceased to be member of the Board of the Company. The Board places on record its deep appreciation for his invaluable contribution and guidance during his association as a Director of the Company.

The Company lost the benign presence of Chairman-Emeritus Shri Virat Sondhi who left for his heavenly abode on 17th August, 2022. The members of the Board in their meeting held after the aforesaid sad incidence placed on record that Shri Virat Sondhi was the strongest pillar of the Company, as he was instrumental in bringing the Company to this stage and contributed immensely specially after he took-over the management of the Company. His untiring efforts elevated the Company to its present status. His efforts have resulted in Company having achieved a strong footing in the market.

The Board also requested and suggested to CEO of the Company that legacy of late Shri Virat Sondhi’s ethics and value system, honesty, simplicity and dedication should continue to be followed by the Company. There cannot be a better tribute to him if the legacy and path he showed is continued to be followed.

The entire Board expressed its deepest and most heartfelt condolences to the family on the sad demise of Shri Virat Sondhi, Chief mentor of the Company.

13.2.2 Appointment of directors

There was no instance of appointment of any director taken place during the financial year 2022-23. However, your Directors have recommended the appointment of Shri Sanjay Sondhi (DiN: 01311331) and Shri Rajesh Nangia (DIN: 10149393) as Director, in the capacity of an Independent Director w.e.f. 01 st September, 2023, for a period of five years, on the Board of the Company, subject to the approval of Shareholders of the Company.

Pursuant to the Regulation 25 (2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of shareholders by way of special resolution is required for appointment / re-appointment of independent directors. The appointment of Shri Sanjay Sondhi and Shri Rajesh Nangia shall require the approval of shareholders by way of passing of Special Resolution, in terms of aforesaid provision.

13.2.3 There was no other change in the composition of Board of Directors of the Company, during the financial year under review.

13.2.4 Re-appointment / Confirmation of appointment of Directors retiring by rotation

In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Shri Deepak Arora (DIN: 00093077) and Smt Shuchi Arora (DIN: 00093201), Directors of the Company, are retiring by rotation at the 74th Annual General Meeting and each being eligible, offers themselves for re-appointment.

Detailed profile of appointee Directors is given at Note 26 to the notes annexed with Notice of Annual General Meeting together with justification / rationale for such appointment / re-appointment.

Accordingly, your directors recommend the appointment/re-appointment of aforesaid directors for approval of the members.

13.3 Key Managerial Personnel

Shri Varoon Malik, Chief Executive Officer, CA Narinder Pal Singh, Chief Financial Officer and CS Ramkesh Pal, Company Secretary are the Key Managerial Personnels of the Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

13.4 Appointment and Resignation of the KMP

There was no instance of appointment and / or resignation of any KMP taken place during the financial year 2022-23.

13.5 Details required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Companies Act, 2013 are given in this Report and annexures thereof.

14. Declaration by Independent Director(s)

All Independent Directors have furnished declarations that they meet the criteria of independence and they are registered members of the Independent Directors’ Databank as laid down under Section 149(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. Board Meetings

15.1. Number of Board Meetings

During the year under review, your Board of Directors met 04 (Four) times, details of which along with attendance of the Directors in such meetings are provided in the Corporate Governance Report.

15.2. Annual Evaluation

Board of Directors of your Company has carried out its own annual performance evaluation and also of the directors individually, as well as that of working of the Committees, in accordance with the provisions of the Companies Act, 2013 read with applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

16. Separate meeting of Independent Directors

During the Financial Year 2022-23, a separate meeting of Independent Directors was held on 30th March, 2023 to consider and review:

i) Performance of Non-Independent Directors and the Board as a whole;

ii) Performance of the Chairman of the Company, taking into account of the views of Executive Directors and Non-executive Directors; and

iii) Assess the quality, quantity and timeliness of flow of information between the Company’s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

17. Directors’ Responsibility Statement

In terms of Section 134(3) (c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual financial statements for the year ended 31st March, 2023, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

18. Auditors18.1 Statutory Auditors

M/s Aiyar & Co., Chartered Accountants (Firm Regn No. 001174N), were appointed as Statutory Auditors of the Company for their second term of five years in the 73rd Annual General Meeting, to hold office till the conclusion of 78th Annual General Meeting.

Statutory Auditors have confirmed their eligibility as required under Section 139 and 141 of the Companies Act, 2013 and the rules made thereunder, to continue and hold office as auditors.

18.2 An amount of '' 9.10 Lakhs had been paid to M/s Aiyar & Co., Chartered Accountants, Statutory Auditors of the Company on a consolidated basis, for all the services obtained from them including limited review and fee to carry out statutory audit for the Financial Year 2022-23.

18.3 Report of Auditors

Reports of Statutory Auditors on Audited Annual Financial Statements (Standalone and Consolidated) for the Financial Year ended on 31st March, 2023 are self-explanatory and do not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer, which call for any comment(s) from the Board of Directors as required under Section 134 of the Companies Act, 2013.

18.3.1 Fraud Reporting

During the year under review, no incidence of fraud has been reported by the Auditors to Audit Committee of the Board.

18.3.2 Report on Internal Financial Controls on Financial Reporting

In the opinion of Statutory Auditors, the Company has, in all material aspects, an adequate internal financial control system over financial reporting and such internal financial control systems over financial reporting were operating effectively as at 31st March, 2023. Reference may be made to “Annexure - B” of the Independent Auditors Report.

19. Secretarial Auditors and their report

Your Board of Directors has appointed M/s Vijay K. Singhal & Associates, Company Secretaries, as Secretarial Auditors to carry out Secretarial Audit of the Company and its Material Subsidiary i.e. JMA Marketing Limited for the Financial Year 2022-23. Based on the audit carried out by Secretarial Auditors, they have submitted their report(s), which are annexed herewith as (Annexure-3) & (Annexure-4) and forms part of this Boards’ Report. Report(s) of Secretarial Auditors are self-explanatory and do not contain any qualification, reservation or adverse remark.

19.1 Annual Secretarial Compliance Report

The Company has obtained Annual Secretarial Compliance Report (“Compliance Report”) for the Financial Year 2022-23 from a Company Secretary in Practice, which does not contain any qualification(s), reservation(s) adverse remark(s) or disclaimer. Compliance Report has also been furnished before the Board and submitted with National Stock Exchange of India Limited within the prescribed time limit.

20. Compliance with Secretarial Standards

Your Company has complied with the provisions of applicable Secretarial Standard I and Secretarial Standard II, issued and notified by the Institute of Company Secretaries of India (ICSI).

21. Adequacy of Internal Financial Controls

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the IND AS and the Companies Act, 2013.

An extensive risk based programme of internal audit and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company. M/ s Bhatia & Bhatia, Chartered Accountants, are the Internal Auditors of the Company. In addition they are also reporting in respect of Internal Financial Controls and certifying that such Financial Controls are adequate and are operating effectively.

22. Internal Control Systems

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

Such internal control system is also reviewed for its adequacy and effectiveness through internal audit carried out at various locations.

23. Internal Auditors and reporting

M/s Bhatia & Bhatia, Chartered Accountants, were appointed to conduct the internal audit for the Financial Year 2022-23. Internal audit ensures that the systems designed and implemented, provide reasonable assurances to the adequacy of the internal controls commensurate with the size and operations of the Company. The observations, arising out of audit, are periodically reviewed and compliances ensured.

Internal Auditors are directly reporting to the Audit Committee. The summary of the Internal Audit observations and the status on implementation of corrective actions are reported to the Audit Committee for their review.

24. Risk Management Framework

Pursuant to the requirement of the Companies Act, 2013 & rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a well-defined Risk Management Policy. Your Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. The policy is intended to improve decision-making, define opportunities and to mitigate material events that may impact shareholder value. Your Company has taken adequate insurance to protect its assets.

25. Cost Audit

Since your Company is engaged in the business of trading of auto spare parts i.e. trading business, provisions regarding maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act, 2013 and rules made thereunder, are not applicable.

26. Audit Committee

In accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a qualified and independent Audit Committee, details of composition of which are given in Corporate Governance Report attached with this report. cA Mohindar Mohan Khanna, Independent Director, is the permanent Chairman of the Audit Committee. All recommendations of the Audit Committee were accepted by the Board of Directors of the Company. During the year under review, composition of the Audit Committee has been reconstituted on account of demise of Shri Virat Sondhi on 17th August, 2022, member of the Audit committee.

27. Vigil Mechanism

In accordance with Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Whistle Blower - cum - Vigil Mechanism Policy for the Directors and the Employees as adopted by the Board, is in place and implemented. Details of aforesaid policy are given in the Corporate Governance Report. Such policy has also been uploaded on the website of the Company vide link: https:// drive.google.com/file/d/1uAvu Kw-UOrGZwGF5wC8sShQsEj8JAWi/view.

28. Particulars of loans, guarantee or investments under Section 186 of the Companies Act, 2013 & Rules made thereunder

Your Company has not given any loans, guarantees or made investments during the year under review. Investments in other body corporates made before the financial year 2022-23 were within the ambit of Section 186 of the Companies Act, 2013.

29. Nomination and Remuneration Policy

Your Company has Nomination and Remuneration Policy in place for selection, appointment and remuneration of the Directors, Key managerial personnel and senior management employees of the Company. The Company’s remuneration policy is driven by the success and performance of the individual employee and growth of the Company. Such policy has also been uploaded on website of the Company vide link: https://drive.google.com/file/d/1U1K-MFhckiDSt8IS0BLEn664-qh qnyn/view

During the year under review composition of the Nomination and Remuneration Committee has been reconstituted on account of demise of Shri Virat Sondhi on 17th August, 2022, member of the Nomination and Remuneration committee.

30. Management Discussion and Analysis Report

Management Discussion and Analysis Report is annexed (Annexure-5).

31. Corporate Governance Report and CEO & CFO Certification

A detailed Corporate Governance Report and CEO & CFO Certificate form part of this Board’s Report and are annexed with this Annual Report.

32. Corporate Social Responsibility Initiatives

During the Financial Year ended on 31st March, 2023, the Company has incurred CSR expenditure of '' 48.89 Lakhs. CSR initiatives taken were under the thrust areas of health & hygiene, education, skill enhancement, hunger management, welfare activities and promotion of nationally recognized sports. Annual Report on the CSR activities undertaken by the Company is annexed (Annexure - 6) to this report. During the year under review composition of the Corporate Social Responsibility (CSR) Committee has been reconstituted on account of demise of Shri Virat Sondhi on 17th August, 2022, member of the CSR Committee.

33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company’s policy on prevention of sexual harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder an Internal Complaint Committee has been set up to receive & redress the complaints regarding sexual harassment under the aforesaid Act. All employees (permanent, contractual, temporary, trainees) are covered under the policy.

There was no complaint received from any employee during the Financial Year 2022-23 and hence, no complaint is outstanding as at the end of the year for redressal.

34. Prevention of Insider Trading

The Board of Directors have formulated a Code to regulate, monitor and report trading by insiders and practices and procedures for fair disclosure of unpublished price sensitive information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, to prevent misuse of any unpublished price sensitive information and prohibit insider trading activity. The Code of Practice and Procedure for Fair Disclosure of unpublished Price Sensitive Information is available at https://drive.google.com/file/d/1l5WkNeQlA1Dkf572yESq05WK4fYVsd5x/view

35. Human Resources

At the end of March 2023, the total employee strength of the Company was 546. The Company’s focus is to drive each employee to be more focused and productive. Regular training programs at various levels are in operation. Incentives are given wherever required to motivate staff to meet Company’s overall objectives.

36. Remuneration Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed (Annexure-7) to this Report.

37. Orders passed by regulators / courts / tribunals

No significant or material orders have been passed by the regulators, courts, tribunals etc., against the Company, which adversely impact the financial position, going concern status of the Company and its future operations.

38. General

During the year under review:

• There was no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

• There was no instance of onetime settlement with any Bank or Financial Institution.

Acknowledgment

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

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

---

Mar 31, 2018

To,

The Members

The Directors are pleased to present their Sixty-Ninth (69th) report for the Financial Year ended 31st March, 2018.

1. Financial Highlights:

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

(Rs. In Lacs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	32,156.70	37,957.71	32,716.76	38,741.85
Other Income	443.65	372.50	422.49	353.09
Total Income	32,600.35	38,330.21	33,139.25	39,094.94
Total Expenses	30,759.98	36,320.98	31,310.40	37,079.79
Share of profit in Joint Venture	-	-	106.74	86.88
Profit before Tax (PBT)	1,840.37	2,009.23	1,935.59	2102.03
Provision for Tax- Current	(620.00)	(699.09)	(631.20)	(716.30)
- Deferred	10.14	(2.93)	10.40	(3.64)
- Tax paid for earlier years	(31.50)	-	(31.30)	(0.28)
Profit after Tax	1,199.01	1,307.21	1283.49	1381.81
Other Comprehensive Income	(46.27)	(6.47)	(48.26)	(8.06)
Total comprehensive Income	1152.74	1300.74	1,235.23	1373.75
Non-controlling interest*	-	-	(7.09)	(13.11)
Balance brought forward	354.93	341.29	385.85	364.65
Dividend including taxes thereon	-	(287.10)	-	(285.46)
General Reserve	(900.00)	(1,000.00)	(953.98)	(1,053.98)
Balance carried forward	607.67	354.93	660.01	385.85

* Non-controlling interest includes 0.20 lacs relating to transfer of shares to NCI.

State of the Company’s affairs

During the year under review, revenues dropped by 15.28% approx. to Rs. 32,156.70 Lacs in comparison to Rs. 37,957.71 Lacs. Profit before tax decreased by 8.40% to Rs. 1,840.37 Lacs in comparison to Rs. 2,009.23 Lacs. This occurred due to the turbulence in the market on account of introduction of Goods and Services Tax Act, 2017 w.e.f. 01st July, 2017. Profit after tax also decreased by 8.28% approx. to Rs. 1,199.01 Lacs in comparison to Rs. 1,307.21 Lacs in previous financial year. Earnings per share for the year stood at Rs. 20.11 as compared to Rs. 21.92 in the preceding financial year.

Consolidated turnover stood at Rs. 32,716.76 Lacs as compared to Rs. 38,741.85 Lacs in the preceding financial year i.e. decrease of 15.55% and Consolidated profit after tax has also decreased by 7.11% and stood at Rs. 1,283.49 Lacs as compared to Rs. 1,381.81 Lacs.

2.1 Material changes and commitments affecting the financial position between end of the financial year and at the date of this report

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year 2017-18 and the date of this Report.

2.2 Change in nature of the Business

There has been no change in the nature of the business of the Company. Your Company is engaged in the business of distribution of auto spare parts across India.

2.3 Capital Expenditure incurred during the year and its impact on the liquidity of the Company

No capital expenditure, having any impact on the liquidity of the Company, has been incurred during the Financial Year 2017-18.

3. Adoption of new accounting policies as per IND AS

During the year under review, your Company has adopted new accounting policies so as to align the same with Indian Accounting Standards (“IND AS”) which are applicable to the Company with effect from the Financial Year 2017-18 in accordance with the Notification No. G.S.R. 111(E) dated 16th February, 2015 issued by Ministry of Corporate Affairs read with Circular No. CIR/CFD/FAC/62/2016 dated 5th July, 2016 issued by Securities and Exchange Board of India.

4. Consolidated Accounts

Consolidated Financial Statements are prepared in accordance with the provisions of the Companies Act, 2013 read with IND AS 110 - Consolidated Financial Statements,INDAS 28 - Investment in Associates and IND AS 31 - Interest in Joint Venture. Consolidated Financial Statements for the Financial Year 2017-18 forms part of this Annual Report.

A statement in Form AOC-1 containing the salient features of the financial statements of associates and the joint venture company is annexed (Annexure - 1). Consolidated financial statements have been prepared on the basis of audited annual financial statements of your Company, associate companies and its joint venture company.

5. Dividend

The Board of Directors has recommended, for the financial year 2017-18, a dividend of INR 04/- (40 percent per equity -share) per equity share of INR 10/- each on the paid up equity share capital of INR 5,96,36,100/- Lacs amounting to INR 287.58 Lacs (inclusive of Dividend Distribution Tax of INR 49.03 Lacs). The dividend payment is subject to approval of the members at ensuing Annual General Meeting.

5.1 Transfer of unclaimed dividend into Investor Education & Protection Fund (IEPF)

In accordance with the provisions of Section 124 of the Companies Act, 2013, unclaimed dividend for the Financial Year 2010-11 aggregating to INR 6,94,926/- lying with the Company for a period of seven years was transferred during the Financial Year 2017-18, to the Investor Education and Protection Fund established by the Central Government.

5.2 Uncashed / Unclaimed Dividend(s)

The details of uncashed / unclaimed dividends commencing with the Financial Year 2011-12 are as under:

Financial Year	Type of Dividend	Dividend Per Share	Date of Payment	Due Date for Transfer
2011-12	Interim	INR 6/-	28.02.2012	02.04.2019
2012-13	Interim	INR 6/-	28.02.2013	01.04.2020
2013-14	Interim	INR 4/-	28.02.2014	01.04.2021
2014-15	Interim	INR 4/-	05.02.2015	26.02.2022
2015-16	Interim	INR 4/-	29.02.2016	18.03.2023
2016-17	Interim	INR 4/-	28.02.2017	15.03.2024

Shareholders who have not encashed the dividends are requested to do so or approach the Company before these are statutorily transferred to IEPF.

5.3 List of shareholders who have not claimed dividend(s)

List of shareholders who have not claimed their dividends (Interim / Final) is uploaded on website of the Company i.e. www.jmaindia.com.

5.4 SEBI has, vide its circular dated April 20, 2018, mandated the transfer of unpaid dividend directly to the Bank Account of Shareholders. Shareholders are therefore advised to register / update their bank details with the Company’s Registrar and Share Transfer Agent.

5.5 Transfer of shares to Investor Education and Protection Fund Suspense Account

Pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred all shares in respect of which dividend(s) has / have not been paid / claimed by the shareholders for seven consecutive years or more in the name of Investor Education and Protection Fund SuspenseAccount (“IEPF Suspense Account”). The details of equity shares transferred into IEPF Suspense Account during the financial year are given hereunder:

S.No.	No. of shares transferred into IEPF Suspense Account	Date of Transfer
1	57511	29th December, 2017
2	6199	27th April, 2018

Details of shares which had been transferred into IEPF Suspense Account can be downloaded from website of IEPF www.iepf.gov.in or under the link http://jmaindia.com/download/List-Of-Shareholders-Whose-Shares-Are-Transferred-Into-IEPF-For-The-FY-2010-11.pdf. Alternatively, shareholders may check the record from the website of Investor Education and Protection Fund Authority i.e. www.iepf.gov.in.

5.6 Shareholders who have not claimed / encashed dividends for the past seven consecutive years are advised to claim their dividend(s) before these are statutorily transferred into IEPF Suspense Account.

6. Transfer to Reserves

An amount of Rs. 900 Lacs generated out of profits of the Company had been transferred to General Reserve Account during this Financial Year and an amount of Rs. 607.67 Lacs is proposed to be carried forward as retained earnings.

7. Subsidiary, Joint Ventures, Associate Companies

There was no subsidiary of your Company during the Financial Year, while the details of joint venture and associate companies are given hereunder:

a) JMARane Marketing Limited (CIN : U51909DL1991PLC042645) - Joint Venture ;

b) Jullundur Auto Sales Corporation Limited (CIN : U34101DL1959PLC003066) - Associate;

c) ACL Components Limited (CIN : U32204HR1985PLC049478) - Associate

Above associates & joint venture company are involved in the business of distribution of auto spare parts in different regions of India.

8. Public Deposits

During the Financial Year ended 31st March, 2018, the Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.

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

Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are not applicable to the Company during the period under review. There was no inflow and outflow during the financial year 2017-18. There was no inflow during the Financial Year 2016-17. However, Foreign Exchange outflow was Rs. 7,91,954 in Financial Year 2016-17.

10. Changes in Share Capital

Authorized Share Capital is Rs. 10,00,00,000/- (‘ Ten Crores only) divided into 1,00,00,000 equity share of Rs. 10/- each. Paid-up share capital of the Company is Rs. 5,96,36,100/- (‘ Five Crores Ninety Six Lakh Thirty Six Thousand and One Hundred Only). There has been no change in Share Capital of the Company as compared to the previous financial year.

11. Extract of Annual Report

Form MGT-9 providing an extract of the Annual Return as prescribed under Section 92 of the Companies Act, 2013 and read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, is annexed (Annexure - 2) of this Annual Report.

12. Directors and Key Managerial Personnel

12.1 Directors retiring by rotation

In accordance with Section 152 of the CompaniesAct, 2013 and Articles of Association of the Company, Shri Ranjit Puri (DIN:00052459) and Shri Sanjeev Kumar, (DIN: 00094725), Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

12.2 Appointment and resignation of the directors

There was no appointment and / or resignation of any director during the Financial Year under review.

12.3 Confirmation of appointment / re-appointments

Pursuant to the notification of Securities and Exchange Board of India bearing No SEBI/LAD-NRO/GN/2018/10 dated 09th May, 2018, approval of shareholders by way of special resolution is required for continuation of appointment w.e.f. 01st April, 2019 for those non-executive directors who have attained the age of 75 years. Shri Subhash Chander Vasudeva, Shri Mohindar Mohan Khanna, Shri Avinash ChanderAnand, Shri Ranjit Puri and Shri Sarvjit Sondhi, all Non-Executive directors have already attained the age of 75 years and require approval of shareholders by way of passing special resolution to continue their respective appointments.

Shri Sanjay Saigal was appointed as Independent Director for a period of 5 consecutive years starting from 28th May, 2014 and his term as Independent Director will expire in the month of May, 2019. He may be re-appointed for a further term of 5 consecutive years subject to the approval of shareholders by way of passing special resolution in this regard.

Accordingly, your directors recommend the re-appointment of retiring directors and confirmation of continuation of Nonexecutive directors each of whom has attained the age of 75 years. Detailed profiles of re-appointee directors are given to the Note 16 to notes in the notice of Annual General Meeting.

12.4 Key Managerial Personnel

Shri Virat Sondhi, Managing Director, Shri Deepak Arora, Joint Managing Director, CA Narinder Pal Singh, Chief Financial Officer and CS Sachin Saluja, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and 203 of the CompaniesAct, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

13 Declaration by Independent Director(s)

All Independent Directors have furnished declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14 Board Meetings

14.1 Number of Board Meetings

Your Board met 05 (Five) times during the Financial Year 2017-18, details of which along with attendance of the directors in such meetings are provided in the Corporate Governance Report.

14.2 Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 & rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out its own annual performance evaluation and also of the directors individually, as well as that working of the Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

14.3 Separate meeting of Independent Directors

In addition to the Board Meetings, a separate meeting of Independent Directors was held on 29th December, 2017 for the year 2017-18 to consider:

a) Performance of Non-independent directors and the Board as a whole;

b) Performance of the chairman of the Company, taking into account of the views of Executive Directors and Nonexecutive directors; and

c) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

15 Directors Responsibility Statement

In terms of Section 134(3) (c) of the CompaniesAct, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual financial statements for the year ended 31st March 2018, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

16 Auditors

16.1 Statutory Auditors

M/s Aiyar & Co., Chartered Accountants (Firm Regn No. 001174N), New Delhi-110001, were appointed as Statutory Auditors of the Company for a period of five years in the 68th Annual General Meeting, to hold office till the conclusion of 73rd Annual General Meeting.

Statutory Auditors have confirmed their eligibility as required under Section 139, 141 or any other Section, if applicable, of the Companies Act, 2013 and the rules made thereunder, to continue and hold office as auditors.

16.2 Report of Auditors

The Auditor’s Report for the Financial Year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark or disclaimer on the financial statements of the Company. Their report is self-explanatory and hence does not call for any comment as required under Section 134 of the Companies Act, 2013.

16.3 Fraud Reporting

Statutory Auditors have not reported any incident of fraud to Audit Committee of the Company.

16.4 Report on Internal Financial Controls on Financial Reporting

In the opinion of Statutory Auditors, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial control systems over financial reporting were operating effectively as at 31st March, 2018. Reference may be made to “Annexure - B” of Independent Auditors Report.

17. Secretarial Auditors and their report

M/s Vijay K. Singhal & Associates, Company Secretaries, were appointed as Secretarial Auditors to conduct secretarial audit for the Financial Year 2017-18. The secretarial audit report is annexed (Annexure-3) and forms part of this Boards’ Report. Their report does not contain any qualification, reservation or adverse remark.

18. Adequacy of Internal Financial Controls

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the IND AS and the Companies Act, 2013.

An extensive risk based programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company. M/s D Sengupta & Associates, Cost Accountants, Internal Auditors, in addition, looked after the Internal Financial Controls over Financial Reporting and reported to the Board that Internal Financial Controls are adequate and operating effectively.

19. Cost Audit

Since the Company is engaged into the business of distribution of auto spare parts i.e. trading business, maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act, 2013 and rules made thereunder, are not applicable.

20. Audit Committee

In accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Rules, 2015, your Company has a qualified and independent Audit Committee, details of composition of which are given in Corporate Governance Report. CA Mohindar Mohan Khanna, Independent Director, is a Chairman of the Audit Committee. All recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

21. Vigil Mechanism

In accordance with Section 177 (10) of the CompaniesAct, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Rules, 2015, your Company has approved and adopted the Whistle Blower - cum - Vigil Mechanism Policy for the Directors and the Employees. Details of aforesaid policy are given in the Corporate Governance Report. Such policy has also been uploaded on the website of the Company i.e. www.jmaindia.com.

22. Related Party Transactions

All contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of the business and at arm’s length basis. During the year under review, the Company had not entered into any contract/ arrangement / transactions with related parties which qualify as material in accordance with the policy of the Company on materiality of related party transactions.

All transactions with related parties were reviewed and approved by the Audit Committee and the Board and are in accordance with the policy on related party transactions formulated by the Company. Said policy is also uploaded on the Company’s website vide link:http://imaindia.com/download/Policy%20on%20Materiality%20of%20Related%20Party Transaction(s).pdf

Omnibus approval of theAudit Committee and also, of the Board, has also been obtained for the transactions which are of repetitive nature / ongoing transactions.

There are no material significant related party transactions that may have potential conflict of interest with interest of the Company at large. The details of related party transactions as per IND AS - 24 are set out in the notes of accounts of the Standalone Financial Statements of the Company.

Form AOC-2, as required under Section 134 (3) (h) of the Companies Act, 2013, containing the details of related party transactions is annexed (Annexure-4).

23. Particulars of loans, guarantee or investments under Section 186 of the Companies Act, 2013 & rules made thereunder

The company has not given any loans or guarantees. Investments in other body corporates made during the year under review were within the ambit of Section 186 of the Companies Act, 2013 and rules made thereunder.

24. Nomination and Remuneration Policy

Your company has Nomination and Remuneration policy in place for selection, appointment and remuneration of the directors, key managerial personnel and senior management employees of the Company. The Company’s remuneration policy is driven by the success and performance of the individual employee and growth of the Company. During the year under review there has been no change in the said policy of the Company as compared to preceding year.Remuneration Policy of the Company is uploaded on the Company’s website vide link: http://jmaindia.com/download/Nomination-and-Remuneration-Policy.pdf.

25. MANAGEMENT DISCUSSIONANDANALYSIS REPORT

Management Discussion and Analysis Report is annexed (Annexure-5).

26. Corporate Governance Report and CEO & CFO Certification

A detailed Corporate Governance Report forms part of this Board’s Report and is attached with this Annual Report.

27. Risk Management Framework

Pursuant to the requirement of the Companies Act, 2013 & rules made thereunder & (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a well-defined risk management policy. Your Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. It improves decision-making, defines opportunities and mitigates material events that may impact shareholder value.Your Company also takes adequate insurance to protect its assets.

28. Internal Control Systems

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

Such internal control system is also reviewed for its adequacy and effectiveness through internal audit carried out at various locations.

29. Internal Auditors and reporting

Your Company has appointed M/s D Sengupta & Associates, Cost Accountants, to conduct the internal audit for the Financial Year 2017-18. Internal audit ensures that the systems designed and implemented, provide reasonable assurances to the adequacy of the internal controls commensurate with the size and operations of the Company. The observations, arising out of audit, are periodically reviewed and compliances ensured.

Internal Auditors are directly reporting to the Audit Committee. The summary of the Internal Audit observations and the status on implementation of corrective actions are reported to the Audit Committee for their review.

30. Corporate Social Responsibility Initiatives

During the Financial Year ended 31st March, 2018, the Company has incurred CSR expenditure of Rs. 40.11 Lacs. CSR initiatives taken were under the thrust areas of health & hygiene, education, and mission for neat and clean Country. Annual Report on the CSR activities undertaken by the Company is annexed (Annexure - 6) to this report.

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company’s policy on prevention of sexual harassment at work place is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, an Internal Complaint Committee has been set up to receive & redress the complaints regarding sexual harassment under the aforesaid Act. All employees (permanent, contractual, temporary, trainees) are covered under the policy.

There was no complaint received from any employee during the Financial Year 2017-18 and hence no complaint is outstanding as at the end of the year for redressal.

32. Prevention of Insider Trading

The Board of Directors have formulated “JMA Code to regulate, monitor and report trading by insiders and practices and procedures for fair disclosure of unpublished price sensitive information” in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 to prevent misuse of any unpublished price sensitive information and prohibit insider trading activity. The code of fair disclosure practices and procedures for unpublished price sensitive information is available at http://imaindia.com/download/Code%20of%20Practice%20and%20Procedure%20for%20Fair%20Disclosure% 20of%20UPSI.pdf

33. Human Resources

At the end of March 2018, the total employee strength was 535. The Company’s focus is to drive each employee to be more focused and productive. Regular training programs at various levels are in operation. Incentives are given wherever required to motivate staff to meet Company’s overall objectives.

34. Remuneration Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the CompaniesAct, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed (Annexure-7) to this Report.

35. Orders passed by regulators / courts / tribunals

No orders have been passed by the regulators, courts, tribunals etc., against the Company, which adversely impact the financial position, going concern status of the Company and its future operations.

Acknowledgment

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

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

For and on behalf of the Board of

Jullundur MotorAgency (Delhi) Limited

Sd/-

Subhash Chander Vasudeva

Place: Gurugram (Gurgaon) Chairman

Date: 08th August, 2018 (DIN: 00055588)

---

Mar 31, 2016

To,

The Members,

The Directors are pleased to present their Sixty-seventh (67^th) report on the business and operations of the Company for the Financial Year ended 31^st March, 2016.

1. Financial Highlights

The table given below gives the financial highlights of the Company on Standalone and Consolidated basis for the Financial Year ended 31^st March, 2016 as compared to the previous financial year.

Particulars	(INR In Lacs)
	Standalone		Consolidated
	2014-15	2015-16	2015-16
Revenue from Operations	38151.79	38527.79	41512.04
Other Income	507.06	368.04	384.46
Total Incom e	38658.85	38895.83	41896.49
Total Expenses	36535.58	37004.71	39889.35
Profit before Tax (PBT)	2123.27	1891.12	2007.14
Less: Provision for Tax- Current	681.00	640.00	679.18
- Deferred	(13.06)	(4.98)	(5.43)
- Tax pa i d for earlier years	-	8.56	10.95
Profit available for appropriation	1455.33	1247.54	1322.45
- Interim dividend	238.54	238.54	238.54
- Proposed dividend	Nil	Nil	-
- Dividend Tax	47.69	48.56	74.56
- General reserve	1100.00	1027.91	1027.91
Balance carried forward	408.76	341.29	468.54

2. State of the company''s affairs

During the year under review, revenues grew by 1.00% approx to INR 38527.79 Lacs only in comparison to INR 38151.79 Lacs only. While profit before tax decreased by 10.93% approx to INR 1891.12 Lacs only in comparison to INR 2123.27 Lacs only due to adverse market conditions. Profit after tax also reduced by 14.28% approx to INR 1247.54 Lacs only in comparison to INR 1455.33 Lacs only. Earnings per share for the year stood at INR 20.92 only.

Consolidated turnover stood at INR 41512.04 Lacs only. Consolidated profit after tax stood at 1322.45 Lacs only.

2.1 Material changes and commitments affecting the financial position between end of the financial year and at the date of this report

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred during or at the end of the financial year to which the financial statements relate and the date of the report.

2.2 Change in nature of the Business

There has been no change in the nature of the business of the Company.

2.3 Capital Expenditure incurred during the year and its impact on the liquidity of the Company

During the year under review, the Company has spent INR 1,19,93,314/- only as capital expenditure towards purchase of building, which is being used as warehouse to store inventories. It may be utilized for the expended business operations of the Company. There has been no negative impact on liquidity of the Company.

3. Consolidated Accounts

Consolidated Financial Statements of your Company for the Financial Year 2015-16 are prepared in compliance with Section 129(3) of the Companies Act, 2013. As per rule 5 of Companies (Accounts) Rules, 2014, a statement in form AOC-1 containing the silent features of the financials statements of associates and joint ventures companies are attached herewith as “Annexure - A”. Consolidated financial statements have been prepared on the basis of audited financial statements of your Company, its joint venture company and associate companies, as approved by the Board of Directors of respective companies.

4. Dividend

Your Directors had declared an Interim Dividend of INR 4/- (40 percent per equity share) per share in the meeting of Board of Directors of the Company held on 11^th February, 2016. Keeping in view the performance for the financial year 2015-16, Interim Dividend is considered as Dividend and accordingly, no final dividend has been recommended by Board of Directors of the Company.

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

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

In line with the above provisions, during the year, the Company has transferred following uncashed/ unclaimed dividend to IEPF:

Dividend A/c	Amount(INR)	Date of Transfer
Unclaimed Dividend A/c 2007-08 (Final Dividend)	3,63,717/-	23rd November, 2015
Unclaimed Dividend A/c 2008-09 (Interim Dividend)	3,99,768/-	25th July, 2016

4.2 Uncashed / Unclaimed Dividend:

Dividend for the financial year ended 31^st March, 2008 (Final Dividend) and 31^st March, 2009 (Interim Dividend), which remains uncashed or unclaimed for more than seven years, had been transferred to the Investor Education and Protection Fund (“IEPF”). Details of uncashed / unclaimed dividend starting from financial year 2009-10 onwards are as under:

Financial Year	Type of Dividend	Date of Payment	Due Date for Transfer
2009-10	Interim	26.02.2010	28.03.2017
2010-11	Interim	28.02.2011	31.03.2018
2011-12	Interim	28.02.2012	02.04.2019
2012-13	Interim	28.02.2013	01.04.2020
2013-14	Interim	28.02.2014	01.04.2021
2014-15	Interim	05.02.2015	26.02.2022
2015-16	Interim	29.02.2016	18.03.2023

Shareholders who have not encashed the dividend(s) are requested to do so or approach to the Company before these are statutorily transferred into IEPF.

5. Transfer to Reserves

After payment of interim dividend, an amount of INR 10,27,91,336/- (INR Ten Crores Twenty Seven Lacs Ninety One Thousand Three Hundred Thirty Six only) generated out of profits of the Company has been transferred to General Reserve Account during this financial year. Moreover, an amount of INR 3,41,28,861/- is proposed to be carried forward in the Profit and Loss account.

6. Subsidiary, Joint Ventures, Associate Companies

As on March 31, 2016, Your Company has no subsidiary company. Its Joint ventures and Associate companies are:

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

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

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

All the associates & joint venture companies are involved in the business of distribution of auto spare parts in different regions of India.

7. Public Deposits

During the Financial Year ended 31^st March, 2016, the Company has not accepted any deposit falling within the ambit of section 73 of the Act and the Companies (Acceptance of Deposit) Rules, 2014.

8. Conservation of energy, technology absorption and foreign exchange earnings and outgo Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are not applicable to the Company during the period under review. Details on Foreign Exchange earnings and outgo are as under:

(Amount in INR)

Foreign Exchange	2015-16	2014-15
Inflow	-	-
Outflow	-	11,23,200

9. Changes in Share Capital

Authorized Share Capital is INR 10,00,00,000/- (INR Ten Crores only) divided into 1,00,00,000 equity share of INR 10/- each. Paid-up share capital of the Company is INR 5,96,36,100/- (INR Five Crores Ninety Six Lacs Thirty Six thousand and One Hundred Only).

During the Year under review, there has been no change in Share Capital of the Company as compared to last financial year.

10. Extract of Annual Return.

Form MGT-9 providing an extract of the Annual Return as prescribed under Section 92 of the Companies Act, 2013 and read with Rule 12 (1) of Companies (Management and Administration) Rules, 2014, is annexed herewith as “Annexure - B” of this Annual Report.

11. Directors and Key Managerial Personnel

11.1 Directors retire by rotation

In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Ms. Shuchi Arora (DIN: 00093201) and Mr. Sanjeev Kumar, (DIN: 00094725) Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

11.2 Appointment and resignation of the directors

11.2.1 Resignation

During the year under review, Mr. Aditya Puri (DIN: 00052534) resigned from the directorship of the Company w.e.f 28^th September, 2015. The Board places on record its deep appreciation for his invaluable support and guidance during his association with the Company.

11.2.2 Appointment

Ms. Tanupriya Puri (DIN: 07267116) has been appointed as an Additional Director on the Board of the Company w.e.f. 04^th November, 2015. Whereas, Ms. Tanupriya Puri (DIN: 07267116) shall hold the office of Additional Director till the conclusion of 67^th Annual General Meeting subject to the confirmation by the shareholders of the Company.

11.3 Confirmation of appointment / re-appointments

Your Directors recommend the reappointment of retiring directors and confirmation of appointment of Additional Director as Non-Executive Director, on the Board of the Company in view of the enabling provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. Detailed profiles of appointee directors are given in Notice of AGM and Corporate Governance Report.

11.4 Key Managerial Personnel

Mr. Virat Sondhi, Managing Director, Mr. Deepak Aora, Joint Managing Director, CA Narinder Pal Singh, Chief Financial Officer and CS Sachin Saluja, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. Declaration by Independent Director(s)

All Independent Directors have furnished declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. Board Meetings

13.1 Number of Board Meetings

Your Board met 05 (Five) times during the year under review. The details of the Board meetings and attendance of Directors are provided in the Corporate Governance Report.

13.2 Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 & rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

13.3. Separate meeting of Independent Directors

A separate meeting of Independent Director was held on 30^th December, 2015 for the year 2015-16 to consider:

a) Performance of Non-independent directors and the Board as a whole;

b) Performance of the chairman of the Company, taking into account of the views of Executive Directors and Non-executive directors; and

c) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

14. Directors Responsibility Statement

In terms of Section 134(3) (c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

- that in the preparation of the annual financial statements for the year ended 31^st March 2016, all the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

- they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period;

- they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

15. Auditors

15.1 Statutory Auditors

The Company''s Auditors, M/s V. P. Vijh & Co., Chartered Accountants (FRN001248N), Jalandhar City, Punjab, who was appointed as Statutory Auditors of the Company for a period of three consecutive years in 65^th Annual General Meeting, subject to the ratification at every Annual General Meeting of the Company. Therefore, it is proposed and recommended to ratify the appointment of M/s V. P. Vijh & Co., Chartered Accountants, as Statutory Auditors of the Company from the conclusion of the 67^th Annual General Meeting till the conclusion of 68^th Annual General Meeting (being the last year of transitional period of three years).

The Company has received a letter from M/s V. P. Vijh & Co., Chartered Accountants, to the effect that they are eligible to hold office as Auditors and have not incurred any disqualification under the Companies Act, 2013 and Chartered Accountants Act, 1949 and the rules and regulations made there under. Further the Auditors have confirmed that the proposed ratification is in accordance and within limits laid down by or under the provisions of the Companies Act, 2013.

15.1.1 Report of Auditors

The Auditor''s Report for the Financial Year ended March 31, 2016 does not contain any qualification, reservation or adverse remark or disclaimer on the financials/operations of the Company. The observations and comments given by Auditors in their report read together with notes to account are self-explanatory and hence do not call for any further comments under Section 134 of Companies Act, 2013 and rules made there under.

15.1.2 Fraud Reporting

Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

15.2. Secretarial Auditors and their report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Vijay K Singhal & Associates, a firm of Company Secretaries in Practice (COP No.: 10385) as Secretarial Auditors to undertake the Secretarial Audit of the Company for financial year 2015-16. The report of the Secretarial Auditor is enclosed herewith as “Annexure-C” to this report in prescribed Form MR-3. The report is self-explanatory and do not call for any further comments.

16. Adequacy of Internal Financial Controls

Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Companies Act, 2013.

Board of Directors of the Company has appointed M/s M.K. Saraogi & Company, Chartered Accountants, to review the Internal Financial Controls over Financial Reporting. As per report given by Mr. Saraogi, Internal Financial controls are adequate and operating effectively.

In the opinion of Statutory Auditors, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016. Please refer to "Annexure - B” of Independent Auditors Report for detailed comments on Internal Financial Controls on Financial Reporting.

17. Audit Committee

Company has qualified and independent Audit Committee, details of composition of which are given under Corporate Governance Report attached with this report. CA Mohindar Mohan Khanna, Independent Director is Chairperson of the Audit Committee. There is no recommendation by the Audit Committee which has not been accepted by the Board.

18. Vigil Mechanism

Company has established a Vigil Mechanism for Directors and Employees in accordance with Sub-section (9) and (10) of Section 177 of the Companies Act, 2013. Details of Vigil Mechanism are given in the Corporate Governance Report. The Vigil Mechanism has been uploaded on the website of the Company.

19. Related Party Transactions

All the related party transactions entered, during the year under review, were on arm''s length basis and were in ordinary course of business. There are no materially significant related party transactions i.e. transactions exceeding 10% of the Annual Turnover as per last Audited Financial Statement, entered by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosures of related party transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in prescribed Form AOC-2 is not applicable. The Company has policy on materiality of related part transactions and also on dealing with related party transactions as approved by the Board of Directors of the Company and the said policy is also uploaded on the Company''s website at the web link:

http://imaindia.com/download/Policy%20on%20Materiality%20of%20Related%20PartyTransaction(s).pdf Omnibus approval of the Audit Committee and also, the Board has already been obtained for the transactions which are of repetitive nature.

20. Particulars of loans, guarantee or investments under section 186 of the Companies Act, 2013 & rules made there under

Neither Loan nor guarantee nor investments had been made during the year under review by the Company which falls under the preview of Section 186 of the Companies Act, 2013 and the rules made there under.

21. Remuneration Policy

Your company has Nomination and Remuneration policy in place for selection, appointment and remuneration for the Directors, Key managerial personnel and senior management employees of the Company. The Company''s remuneration policy is driven by the success and performance of the individual employee and the Company. During the year under review there has been no change in the said policy of the Company as compare to last year.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

22.1 INDUSTRIAL STRUCTURE AND DEVELOPMENT OVERVIEW

There are indications with regard to increase in activities of infrastructure sector due to government investments in roads across India. There are no activities in mines and also no fresh capital investment by automobiles ancillary industry.

22.2 FUTURE PLANS & OUTLOOK

We do not foresee any growth in the first half of current financial year. We anticipate improvement in the business in second half of due to normal monsoon and government policy for infrastructure development.

22.3 OPPORTUNITIES

Overall vehicle production has increased in almost all vehicle segments. Improvement in agricultural production is expected to increase in rural sector which may in turn increase in business of automobiles ancillary industry.

22.4 THREATS AND RISKS

Unutilized capacities are available with the automobiles ancillary industry which has resulted in surplus inventories in the replacement market are instrumental in unhealthy competition. Vehicle manufacturers are increasing their share of business in the market.

23. Corporate Governance Report and CEO & CFO Certification

A detailed Corporate Governance Report forms the part of this Directors Report and also attached with this Annual Report.

24. Risk Management Policy

Pursuant to the requirement of the Companies Act, 2013 & rules made there under &(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a well-defined risk management policy. Your Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. It improves decision-making, defines opportunities and mitigates material events that may impact shareholder value. Your Company also takes adequate insurance to protect its assets.

25. Internal Control Systems

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

The Company has internal Audit to examine and evaluate the adequacy and effectiveness of Internal Control System. The Company, through its own internal audit department, carries out periodic audits at various branches.

25.1 Internal Auditors

In addition, the Company has appointed M/s D Sen Gupta & Associates, Cost Accountants, for carrying out the internal audit. Internal audit ensures that the systems designed and implemented, provides adequate internal control commensurate with the size and operations of the company. The observations, arising out of audit, are periodically reviewed and compliances ensured.

25.2 Reporting of Internal Auditors

Internal Auditors are directly reporting to the Audit Committee. The summary of the Internal Audit observations and the status on implementation of corrective actions are reported to the Audit Committee for their review.

26. Corporate Social Responsibility Initiatives

An amount of INR 41.74 Lacs has been contributed under CSR, which was within the statutory requirement of @2% of the average net profit for the last three financial years. CSR initiatives taken were under the thrust areas of health & hygiene, education, and mission for neat and clean Country. Annual Report on the CSR activities undertaken by the Company is enclosed herewith as "Annexure - D” to this report.

27. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to receive & redress complaints received. All employees (permanent, contractual, temporary, trainees) are covered under the policy.

27.1 Complaints under Anti-harassment policy

There was no complaint received from any employee during the financial year 2015-16 and hence no complaint is outstanding as at the end of the year for redressal.

28. Human Resources

At the end of March 2016, the total employee strength was 532. The Company''s focus is to drive each employee to be more productive. Regular training programs at various levels are in operation. Incentives are given wherever required to motivate staff to meet Company''s overall objectives.

29. Remuneration Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed herewith as “Annexure-E” to this Report.

30. Orders passed by regulators / courts / tribunals

No orders have been passed by the regulators, courts, tribunals etc., against the Company, which adversely impact the financial position, going concern status of the Company and its future operations. Acknowledgement

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

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

For and on behalf of the Board of

Jullundur Motor Agency (Delhi) Limited

Sd/-

CA Subhash Chander Vasudeva

Place : Gurugram (Gurgaon) Chairman

Date : 3rd August, 2016 (DIN: 00055588)

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Mar 31, 2015

THE SHAREHOLDERS

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

Financial Highlights

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

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

Revenue from Operations 38151.79 37304.44

Other Income 507.06 247.26

Total Income 38658.85 37551.70

Total Expenses 36535.58 35504.36

Profit before Tax (PBT) 2123.27 2047.34

Less: Provision for Tax Current 681.00 660.00

- Deferred (13.06) 3.61

Profit available for appropriation 1455.33 1383.73

- _Interim dividend 238.54 238.54

- Proposed dividend Nil Nil

- Dividend Tax 47.69 40.54

- General reserve 1100.00 1100.00

Balance carried forward 408.76 357.21

Performance Review

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

Dividend

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

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

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

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

Dividend A/c Amount(INR) Date of Transfer

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

Transfer to Reserves

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

Subsidiary, Joint Ventures, Associate Companies

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

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

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

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

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

Public Deposits

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

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

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

Changes in Share Capital

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

Extract of Annual Report

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

Directors and Key Managerial Personnel

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

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

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

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

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

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

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

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

Declaration by Independent Director(s)

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

Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 & rules made thereunder and the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

Number of Board Meetings

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

Remuneration Policy

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

Directors Responsibility Statement

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

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

- they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

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

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

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

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

Auditors

I. Statutory Auditors

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

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

II. Secretarial Auditors

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

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

Listing at Stock Exchange having Nationwide Trading Terminal

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

Related Party Transactions

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

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

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

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

Acknowledgment

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

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

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

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

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Mar 31, 2014

Dear Members,

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

FINANCIAL HIGHLIGHTS

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

(Rs. in Lakhs)

Particulars 2013-14 2012-13

Sales 37304.43 34726.42

Other Income 248.79 291.04

Profit before taxation 2047.34 2090.29

Provision for taxation 663.61 636.07

Profit after tax 1383.73 1454.21

Add: Balance Brought forward 352.57 356.29

Profit available for appropriation 1736.30 1810.50

Proposed dividend NIL NIL

Interim Dividend 238.54 178.91

Dividend Tax and surcharge 40.54 29.02

Balance Transferred to General Reserves 1100.00 1250.00

Balance carried over to Balance Sheet 357.22 352.57



PERFORMANCE OF THE COMPANY

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

BONUSSHARES

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

DIVIDEND

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

RESERVES

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

SUBSIDIARIES AND ASSOCIATE COMPANIES

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

INDUSTRIAL DEVELOPMENT OVERVIEW

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

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

FUTURE PLANS & OUTLOOK

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

OPPORTUNITIES

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

THREATS AND RISKS

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

HUMAN RESOURCES

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

PUBLIC DEPOSITS

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

BUY BACK OF SHARES

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

LISTING AT STOCK EXCHANGES

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

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

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

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

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

DIRECTORS

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

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

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

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

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

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

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

DIRECTORS IDENTIFICATION NUMBER

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

STATUTORY AUDITORS

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

The Board recommends their re-appointment.

AUDITORS''REPORT

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

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

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

AUDIT COMMITTEE RECOMMENDATION

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

RISK MANAGEMENT SYSTEM

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

HUMAN RESOURCE DEVELOPMENT

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

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

INDUSTRIAL RELATIONS

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

CORPORATE GOVERNANCE

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

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

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

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

SECRETARIALAUDIT

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

ACKNOWLEDGEMENT

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

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

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

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Mar 31, 2013

Dear Members,

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

FINANCIAL HIGHLIGHTS

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

(Rs. in Lakhs)

Particulars 2012-13 2011-2012

Sales 34725.55 32,391.22

Other Income 291.04 228.59

Profit before taxation 2089.46 2146.31

Provision for taxation 636.07 666.79

Profit after tax 1453.39 1479.52

Add: Balance Brought forward 356.29 334.69

Profit available for appropriation 1809.68 1814.22

Proposed dividend NIL NIL

Interim Dividend 178.90 178.90

Dividend Tax and surcharge 29.02 29.02

Balance Transferred to General Reserves 1250.00 1250.00

Balance carried over to Balance Sheet 351.76 356.29

PERFORMANCE OF THE COMPANY

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

DIVIDEND

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

RESERVES

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

SUBSIDIARIES AND ASSOCIATE COMPANIES

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

INDUSTRIAL DEVELOPMENT OVERVIEW

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

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

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

Volume Growth in %

Industry Segments 2012-13 2011-12

Passenger Cars (-)7 2

Utility Vehicles 52 19

Utility Vehicles (Vans) 1 9

Light Commercial Vehicles 14 27

Medium and Heavy Commercial (-)23 11

Vehicles

Three Wheelers 5 10

Two Wheelers 3 16

Source: Society of Indian Automobile Manufacturers

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

FUTURE PLANS & OUTLOOK

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

Opportunities

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

THREATS AND RISKS

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

HUMAN RESOURCES

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

PUBLIC DEPOSITS

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

BUY BACK OF SHARES

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

LISTING AT STOCK EXCHANGES

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

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

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

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

Foreign Exchange:

Exchange 0 0

Outgo 49,855 54,649

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

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

DIRECTORS

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

Your Directors recommend their appointment & re-appointment.

DIRECTORS IDENTIFICATION NUMBER

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

AUDITORS

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

HUMAN RESOURCE DEVELOPMENT

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

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

INDUSTRIAL RELATIONS

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

CORPORATE GOVERNANCE

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

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

AUDIT COMMITTEE RECOMMENDATION

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

AUDITORS REPORT

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

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

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

SECRETARIAL AUDIT

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

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