The Directors of the Company are pleased to present the 46th Annual
Report, together with the audited accounts and performance for the year
ended 31 March 2012:
(Rs in crore)
year year year year
Gross Sales 1064.59 8e9.65 1204.27 997.98
PBIDT 101.71 100.25 105.69 108.21
Finance cost 16.00 20.55 18.82 21.70
PBDT /cash Profit 85.71 79.70 86.87 86.51
Depreciation & others 33.96 24.36 35.65 32.06
PBT 51.75 55.33 51.22 54.45
Provision for current tax - 0.01 0.08 4.30
Provision for deferred tax 8.91 12.59 8.95 12.70
pat 42.84 42.73 42.19 37.45
Previous year adjustment - 0.25 - 0.25
Balance brought forward (19.10) (48.78) (19.10) (44.05)
Profit available for
appropriation 42.84 42.48 42.19 37.20
Balance carried to Balance (1.59) (19.10) (2.23) (19.10)
Directors are happy to inform that during the year under review, the
Company, maintaining its leadership position, crossed the landmark
Rs1000 crore turnover. Its consolidated turnover stood at Rs1204 crore as
against Rs998 crore in 2010-2011. Consolidated profit after tax for
2011-2012 is Rs42.19 crore compared to Rs37.20 crore in 2010-2011.
The Company has paid interim dividend of Rs1 per share twice during the
year under review and is proposing to pay final dividend of Rs1.50 per
equity share. The Company is proposing to pay accumulated dividend of
Rs4.32 crore up to 31 March 2012 to IFCI Limited on 12.50% Optionally
Convertible Cumulative Preference Shares.
In our last annual report, we had stated that the Company would
actively pursue broad three objectives - increase in product range, add
new markets and enhance shareholders'' value. We are glad to inform
that the Company has made significant progress in all the three areas.
As mentioned above, the Company''s plans for launch of lift axles and
air-suspension is going as per schedule. As part of our strategy, we
intend to bring down the share of conventional spring to 65% by FY2015.
We are happy to inform that during the year under review sales of
parabolic springs grew by 31%. The Company has tied up with Ashok
Leyland Limited for supply of lift axles for its commercial vehicles.
As part of de-risking strategy, the Company has been aggressively
trying to penetrate the After Market - India/ Exports. The domestic
After Market sale is being spearheaded by Jai Suspension Systems LLP in
which the Company is a major partner. We are aiming at minimum 33%
turnover from the After Market - India/Exports segment by 2015. We are
happy to inform that our efforts in this direction have started
yielding results. The After Market - India/Exports sales grew by 37% in
The expansion plan at Yamuna Nagar (Haryana) is complete and Malanpur
(Madhya Pradesh) is going on and will be completed in September 2012.
The Hosur Plant was completed in June 2012.
During the year under review the Company purchased land in Pune for
setting up facility for manufacturing of springs and additional land in
Malanpur and Yamuna Nagar for expansion.
Patent application filed by the Company for patent in India in respect
of its Air Suspension is pending before the authorities. The Company
is the owner of copyright of more than 45 designs of Leaf and Parabolic
During the F.Y. 2011-2012 the Company has paid an interim dividend of
Rs1 per equity share two times.
Directors are pleased to recommend a final dividend of Rs1.50 on the
equity shares of Rs10 each out of the profits for the financial year
ending 31 March 2012 in addition to the two interim dividends. The
total dividend payout for the year would be 35%. The Company proposes
to transfer Rs428.41 lacs to the general reserve.
Employees and workers continue to be the mainstay of the Company''s
success as is evident from the performance of 2011-12. As the Company
has grown in size and location, we have strengthened the H R set up in
the Company to fulfill the aspirations of a growing number of
professionals. Training of workers and employees continued to receive
high priority. The Company has engaged the world renowned Japan
Institute of Total Process Innovation (JITPI) for training of technical
team in manufacturing system and total productivity management. We
have already mentioned that a number of employees (from senior
management level to workers level) have been given the Stock Option.
The Company has issued ESOPs constituting 3.92% of its equity capital
to the employees till date. 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:
The Company has been continuously strengthening the internal control
systems, accounting and procedural controls aimed to ensure reliability
of financial reporting.
Internal auditors i.e. M/s K. Khanna & Co., Chartered Accountants, also
evaluate the adequacy of internal controls and concurrently audit the
majority of transactions in value terms. The reports of the internal
auditors are placed before the Audit Committee.
During the period under review, the Company has not accepted any public
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 and Mr. P. S. Jauhar 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.
During the year Mr. S. P. S. Kohli was re-appointed as President &
Executive Director of the Company for a period of 3 years w.e.f. 23
October 2011. Proposal for his re-appointment as President & Executive
Director for a further period of 3 years w.e.f. 23 October 2011 is
being placed for the consideration of members at the coming annual
During the year Mr. Robert Dean Petty ceased to be the director due to
repayment of loan of Clearwater Capital Partners India Pvt. Limited.
The Board places on record its deep appreciation of the valuable
services rendered by him during his tenure as Director.
In accordance with the applicable provisions, Mr. C. K. Vohra, Mr. U.
K. Singhal and Mr. P. S. Jauhar retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for
The Company has received a notice in writing from a member of the
Company under Section 257 of the Companies Act, 1956 proposing the
candidature of Mr. J. K. Jain as director of the Company in the coming
annual general meeting.
A brief of their profiles is also provided in the notice convening the
Annual General Meeting.
The Statutory Auditors have, in their report, mentioned about delays in
deposit of statutory dues in few cases. We may mention here that these
were few stray cases and there was no amount outstanding as on 31 March
2012. Steps have been taken to ensure such delays do not occur again.
The Statutory Auditors have reported delay in repayment of dues to
banks and financial institutions. The management has taken the note of
same and will ensure that it does not re-occur. Further there was no
amount outstanding as on 31 March 2012.
The auditors have also observed that the company used short term funds
of Rs35.81 crore for long term investment. We would like to inform that
the company is managing its working capital cycle very efficiently and
is fully conscious of judicious deployment of funds for long term and
short term usage in the company''s operations.
The present Statutory Auditors i.e. M/s B. S. R. & Co. Chartered
Accountants, has confirmed their eligibility and willingness to act as
Statutory Auditors of the Company, if appointed at the coming annual
general meeting. Directors recommend M/s B. S. R. & Co; Chartered
Accountants may be appointed as Statutory Auditors at the coming Annual
Pursuant to the cost audit orders issued by the Ministry of Corporate
Affairs (MCA), vide its notification No. 52/26/CAB- 2010 dated 30 June
2011, the cost audit is applicable to the company from the financial
year 2011-2012. The company has appointed M/s Goyal Goyal & Associates
and M/s Vijender Sharma & Co; as the cost auditor. Report of cost
auditors for the financial year 2011-2012 is to be filed with the
Central Government by 30 September 2012 . Following are the details of
the cost auditors:
M/s Vijender Sharma & Co
11, 3rd Floor, Hargovind Enclave,
VikasMarg, New Delhi- 110 092
Membership No.: M18513
M/s GoyalGoyal& Associates
K-81A, Lajpat Nagar-II, New Delhi- 110 024
Membership No.: 00100
Consolidated Financial Statements:
Consolidated Financial Statements of the Company and Jai Suspension
Systems LLP for the financial year 2011-12 have been included in the
Annual Report in compliance with the Accounting Standard 21. The
Company is the majority partner in the partnership firm.
Report on Corporate Governance:
Pursuant to clause 49 of the Listing Agreement, a report on Corporate
Governance is given in Annexure ''C'' 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 31st March 2012
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 2011-12 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 2012 have
been prepared on a going concern basis.
Our shareholders, partners, customers and employees remain the centre
of our focus. Our endeavor 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
employees at all levels, bankers and financial institutions.
For and on behalf of the Board
Place: New Delhi (B. S. JAUHAR)
Date: 7 June, 2012 Chairman