Dear Member,
 
 The Directors of the company are pleased to present the 45th Annual
 Report, together with the audited accounts and performance for the year
 ended 31 March 2011:
 
 Financial Results
 
                                                           (Rs. in crore)
 
                              Consolidated            Standalone
                                  Year     Year        Year         Year
                                 ended    ended       ended        ended
                              31 March  31 March   31 March     31 March
                                  2011      2010       2011         2010
 
 Gross Sales                     997.99   661.48     905.06       606.03
 
 PBIDT                           108.22    79.80     100.26        71.33
 
 Finance Cost                     21.48   26.171      20.35        25.62
 
 PBDT/Cash Profit                 86.74   53.631      79.91        45.70
 
 Depreciation & Others            32.23    29.02      24.66        24.24
 
 PBT                              54.51    24.61      55.25        21.46
 
 Provision for Current Tax         4.31     0.10       0.01         0.01
 
 Provision for Deferred           12.70     5.40      12.59         5.57
 
 Tax
 
 PAT                              37.50     19.11      42.65       15.88
 
 Previous Year Adjustment          0.30      8.07       0.17        8.11
 
 Balance Brought Forward         (44.05)    (52.73)   (48.78)    (56.56)
 
 Profit Available for             24.95       8.68     29.68       7.77
 
 Appropriation_
 
 Balance Carried to              (19.10)    (44.05)   (19.10)    (48.78)
 
 Balance Sheet
 
 Performance
 
 The company recorded its highest turnover during the FY 2010-11 and
 maintained its leadership position in the leaf spring industry.
 Consolidated sale during the year under review was Rs.998 crore as
 against Rs.661 crore during the FY. 2009- 10. Consolidated net profit for
 the FY 2010-11 is Rs.37 crore as compared to Rs.19 crore during the FY
 2009-10.
 
 During the year the company made preferential issue of 2631578 equity
 shares to Clearwater Capital Partners Singapore Fund III Pvt Ltd and
 the promoters. The entire preferential issue proceed of Rs.25 crore was
 utilized to prepay high cost term loans. This along with ploughing back
 of profits has reduced the total debt of the company from Rs.119 crore as
 on 31 March 2010, to Rs.66 crore as on 31 March 2011. The company brought
 down its finance cost to 2% of sales against 4% of sales during FY
 2009-10. During the year under review, debt reduction improved
 debt/equity ratio from 1.45 to 0.50 and also brought down the breakeven
 point.  The company is committed to improve the shareholders wealth by
 improving its margins and return on capital employed from current level
 of 44% and emerge financially strong to enable it to withstand any 
 future shock of recessionary or slowdown trend in the economy.
 
 Increase in prices of raw material, power and oil and other commodities
 had put pressure on the margins. However, the company improved
 efficiency in its operation with value addition and higher sales,
 reduced finance cost. Consolidated PBT increased from Rs.25 crore to Rs.55
 crore and consolidated PAT increased from Rs.19 crore to Rs.37 crore.
 Inflationary trends continue to cause worries which have led to
 hardening of interest rates and are bound to leave its impact on the
 overall growth of the economy. The GDP growth forecast of 8-9% during
 2011- 12 onwards may not be sustainable if inflation is not controlled.
 Hike in oil prices will also have its impact in the overall growth.
 The company is improving efficiency in its operation to contain cost
 and has gone for energy efficient equipment as part of its expansion
 and technology upgradation.
 
 The company shared its earnings with the shareholders and paid an
 interim dividend of Rs.1 per equity share during the FY 2010-11 and also
 proposing to pay final dividend of Rs.1 per equity share.
 
 During the year under review, the company''s wholly owned subsidiary
 i.e. Jai Suspension Systems Limited was converted into a Limited
 Liability Partnership Firm. The company is the majority partner in the
 partnership firm having 99.9975% share.
 
 Product
 
 The company is India''s largest and among the world''s top 3 leaf and
 parabolic springs manufacturer for commercial vehicles (CVs). The
 current product range of the company comprises leaf and parabolic
 springs. The leaf spring has major share in the product mix of the
 company. However, as planned share of parabolic springs in the product
 mix increased from 8% to 10% during the FY 2009-10.
 
 Going up the value chain, the company acquired land in Chennai to set
 up a plant to manufacture Air Suspension and Lift Axle. Air Suspension
 and Lift Axle will be made in technical collaboration with Ridewell
 Corporation, a leading suspension manufacturer in USA. Prototypes of
 Air Suspension and Lift Axle developed are undergoing rigorous trial.
 
 After the completion of the company''s expansion plans the company will
 add, Air Suspension and Lift Axles in its product mix besides the
 existing range of leaf springs, light and heavy parabolic springs. The
 company is focused in its plans of product and market diversification 
 and to emerge as a strong player in the CV segment.
 
 Market
 
 OEM India continued to be the major customers of the company and
 constitute 90% of the turnover.
 
 After Market segment constitute 9% of the turnover. The company
 considers the growing domestic and export After Market and OEM exports
 an important tool of its de-risking strategy and increase its footprint
 in this segment.
 
 Locations
 
 The manufacturing facilities of the company are located at Yamuna Nagar
 (Haryana), Chennai (Tamil Nadu), Malanpur (Madhya Pradesh) and
 Jamshedpur (Jharkhand). Further, Jai Suspension Systems LLP, has its
 Plant at Pant Nagar (Uttarakhand). Considering the robust demand
 building up from the existing players as well as the new entrants, the
 company has undertaken expansion at its Yamuna Nagar and Malanpur
 plants. The company has acquired additional land for expansion of its
 existing plant at Malanpur. The Jamshedpur plant commenced commercial
 production from October 2010.  Lucknow Plant has also been set up
 during the year.
 
 The company has completed the land acquisition for its seventh plant at
 Hosur (Tamil Nadu).
 
 Domestic After Market operations are being spearheaded by the company''s
 subsidiary - Jai Suspension Systems LLP. The company has pan India
 after market network of 18 depots and 1100 dealers. After completion of
 the expansion plans, the company will have presence at Yamuna Nagar,
 two plants at Chennai, Malanpur, Jamshedpur, Lucknow, Hosur and Pant
 Nagar (Subsidiary).
 
 Patent Application
 
 The company has filed final Patent application for patent in India in
 respect of its Air Suspension. The company is the owner of copyright of
 more than 45 designs of Leaf and Parabolic Springs.
 
 Listing of Shares at NSE
 
 From 10 December 2010, equity shares of the company are listed at NSE.
 The scrip code of the shares at NSE is JAMNAAUTO and BSE is 520071
 
 Dividend
 
 During the FY 2010-11 the company has paid an interim dividend of Rs.1
 per equity share.
 
 Directors are pleased to propose a final dividend of Rs.1 on the equity
 shares of Rs.10 each out of the profits for the financial
 
 year ending 31 March 2011 in addition to the interim dividend.
 
 Human Resource
 
 Success of any organisation depends entirely upon the quality of its
 employees. The company takes pride in its employees'' dedication and
 commitment which is evident from its performance of 2010-11. As the
 company grows in size and locations, it is extremely important to
 manage the aspirations of a growing number of professionals. The
 company is committed to bring in the best H R practices to ensure
 employee retention.  An in-house training department has been set up
 for raising the skill sets of workers and employees. As we have
 committed to increase shareholders'' wealth, similarly we want to create
 wealth for our employees as well through the Employees Stock Option
 Scheme (ESOPs). The company issued ESOPs constituting 3.92% of its
 equity capital to the employees during the year. The particulars of
 options issued, as required by SEBI (Employee Stock Option Scheme and
 Employee Stock Purchase Scheme) Guidelines, 1999, are appended as
 ''Annexure B'' and form part of this Report.
 
 Internal Control Systems
 
 M/s K. Khanna & Co., Chartered Accountants are the internal auditors of
 the company. The internal auditors independently evaluate the adequacy
 of internal controls and concurrently audit majority of the
 transactions in value terms. The report of the internal auditors is
 placed before the Audit Committee.
 
 SAP Implementation
 
 During the year 2010-11, SAP has been implemented in the company''s
 Corporate Office and Chennai Plant. SAP has been successfully running
 in Malanpur Plant since 2008.
 
 Fixed Deposit
 
 During the period under review, the company has not accepted any public
 deposits.
 
 Energy, Technology Absorption & Foreign Exchange
 
 The particulars as prescribed under Section 217(1)(e) of the Companies
 Act, 1956, read with the Companies (Disclosures of Particulars in the
 Report of the Board of Directors) Rules, 1988, are set out in ''Annexure
 A'' and form an integral part of this Report.
 
 Particulars of Employees
 
 Mr. R. S. Jauhar, Mr. P. S. Jauhar and Mr. S. P. S. Kohli fall under
 the purview of Section 217(2A) of the Companies Act, 1956. However, as
 per the provisions of Section 219(b)(iv) of the Companies Act, 1956,
 the Report and the Accounts are being sent to all the members of the
 company, excluding the information required under Section 217(2A) of
 the Companies Act, 1956, read with the Companies (Particulars of
 Employees) Rules, 1975, as amended. Any member interested in obtaining
 
 such information may write to the Company Secretary at the Registered
 Office. The said information is also available for inspection at the
 Corporate Office during working hours up to the date of Annual General
 Meeting.
 
 Directors
 
 During the year Mr. R. S. Jauhar was re-appointed as CEO & Executive
 Director of the company for a period of 3 years w.e.f.  1 January 2011.
 In accordance with the applicable provisions, Mr. B. S. Jauhar, Mr.
 Shashi Bansal and Seth Ashok Kumar retire by rotation at the ensuing
 Annual General Meeting and being eligible, offer themselves for
 re-appointment. A brief of their profiles is also provided in the
 notice convening the Annual General Meeting.
 
 Auditors
 
 The report of the Statutory Auditors, read with the notes on accounts
 being self-explanatory, needs no further clarification.
 
 The present Statutory Auditors i.e., M/s Goel Garg & Co., Chartered
 Accountants, M/s A. K. Kalia & Associates, Chartered Accountants and
 M/s A. S. G. & Associates, Chartered Accountants have expressed their
 inability to continue as Statutory Auditors of the company. In view of
 the above, directors recommend M/s B. S. R. & Co; Chartered Accountants
 may be appointed as Statutory Auditors of the company at the
 forthcoming Annual General Meeting. M/s B. S.  R. & Co; Chartered
 Accountants has confirmed their eligibility and willingness to act as
 Statutory Auditors of the company, if appointed. The directors place on
 record their appreciation for the outgoing auditors'' cooperation and
 support.
 
 Consolidated Financial Statements
 
 The company had converted its wholly owned subsidiary Jai Suspension
 Systems Limited into a Limited Liability Partnership Firm. It has
 become a Limited Liability Partnership firm with effect from 21 October
 2010. The company is the majority partner in the partnership firm.
 
 Consolidated Financial Statements of the company and Jai Suspension
 Systems LLP for the financial year 2010-11 have been included in the
 Annual Report in compliance with the Accounting Standard 21.
 
 Report on Corporate Governance
 
 Pursuant to clause 49 of the Listing Agreement, a report on Corporate
 Governance is given in ''Annexure B'' and forms part of this Report.
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956 with respect to the Directors'' Responsibilities Statement,
 the directors confirm that:
 
 (a) The Annual Accounts for the financial year ended 31 March 2011 are
 in conformity with the requirements of the Accounting Standards issued
 by the Institute of Chartered Accountants of India and no material
 departure from the same have been made;
 
 (b) Such Accounting Policies have been selected and consistently
 applied and judgments and estimates made that were reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the company at the end of financial year 2010-11 and of the profit or
 loss of the company for that period;
 
 (c) Proper and sufficient care was taken for maintenance of adequate
 accounting records maintained in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the company and for
 preventing & detecting any form of fraud and other irregularities;
 
 (d) The Annual Accounts for the financial year ended 31 March 2011 have
 been prepared on a going concern basis.
 
 Appreciation
 
 Our shareholders, partners, customers and employees remain the centre
 of our focus. Our endeavour is to continue our efforts in value
 maximization, encouraging transparency and effective communication with
 all the stakeholders.
 
 We also place on record our appreciation for the contributions made by
 the shareholders, customers, employees, bankers and financial
 institutions.
 
                                          For and on behalf of the Board
 
 Place : New Delhi                                          B. S. Jauhar
 Date : 11 July 2011                                            Chairman