Dear Members,
 
 The Directors have the pleasure in presenting the Sixteenth Annual
 Report of your Company together with the Audited Statement of Accounts
 for the financial year ended 31st March, 2012 and Auditors report
 thereon.
 
 Financial Results                                  (Rs.in lacs)
 
                            STANDALONE            CONSOLIDATED
 
 Particulars          2011-12      2010-11     2011-12      2010-11
 
 Gross Sales
 & Other Income      44796.06     40559.05   108810.88     82188.08
 
 Profit Before Tax    1142.81      1871.53     4783.67      3741.43
 
 Less: Provision 
 for Tax               426.87       575.88     1584.53      1256.55
 
 Profit After Tax      715.95      1295.65     3199.13      2484.87
 
 Less: Minority
 Interest                 -          -          611.56       333.05
 
 Balance 
 brought forward      5129.32      4281.58     5513.06      3643.46
 
 Add: Previous 
 year adjustment 
 in Profit                -          -          (78.11)       88.75 
 of subsidiary
 and joint venture.
 
 Add: Transfer 
 to Goodwill              -          -           10.31        76.94
 
 Profit available 
 for appropriation    5845.27      5577.23     5445.26      5960.97
 
 Operational and 
 Financial Review
 
 The year 2011-12 started with low sentiments and sluggish demand. The
 performance of the auto-component industry is directly linked with the
 automobile industry, which was under pressure during the year. The main
 reasons of overall situation were increase in petroleum prices &
 increase in interest rates by bank leading to buying & running cost of
 vehicles more costly which has direct impact on the automobile
 industry.
 
 During the year under review your company recorded Sales & other income
 of Rs.44796.06 lacs as against Rs.40559.05 lacs recorded in the previous
 year, registering a growth of 10.45%.However, the Profit before Tax
 (PBT) is decreased to Rs. 1142.81 lacs from ^ 1871.53 lacs in the
 previous year mainly on account of increased cost of interest and
 depreciation on the expansion undertaken by the company in the last
 year, primarily in Sanand Unit of the company.
 
 Subsidiaries
 
 Your Company has two subsidiaries namely M/s JBM Ogihara Automotive
 India Limited and M/s JBM Auto System (P) Limited.
 
 Particulars under Section 212 of the Companies Act, 1956
 
 As per the circular of the Ministry of Corporate Affairs dated 8th
 February, 2011, the Central Government has granted the general
 exemption to the Companies for not attaching the annual accounts of its
 Subsidiaries.
 
 Your Directors have given their consent for not attaching the annual
 accounts of its Subsidiaries in their meeting held on 28th May, 2012.
 Pursuant to the circular of the Ministry of Corporate Affairs, it is
 decided by the Board that the annual report of the Company shall
 present the consolidated financial statements of your Company and all
 its subsidiaries duly audited by its statutory auditors.
 
 Dividend and Appropriations Appropriation
 
 During the year 2011-12, an amount of Rs. 40 Lacs (in 2010-11 - Rs. 164.35
 Lacs) was transferred to General Reserve of the Company.
 
 Dividend
 
 Your Board of Directors are pleased to recommend a Dividend of Rs. 1.50
 (15%) per share on fully paid up Equity shares of Rs.10/- each for the
 Financial Year 2011-12.The dividend distribution would result in an
 outflow of Rs. 1,77,80,023 ( Rupees One Crore Seventy Seven Lacs Eighty
 Thousand Twenty Three only) including corporate dividend tax. The
 dividend is tax free in the hands of recipient.
 
 Expansion
 
 Expansion plans undertaken by your company for Honda''s New Small Car
 projects at Faridabad and Greater Noida Unit have been completed.
 
 At present the company has four manufacturing facilities at Faridabad,
 Nashik, Sanand and Greater Noida. You will be pleased to know that your
 company has been selected by VECV (Volvo Eicher Commercial Vehicle) as
 one of the leading supplier of Sheet Metal Components, assemblies etc.
 for their commercial vehicles. To cater to VECV, your company is
 setting up a new manufacturing facility at Pithampur, Indore, Madhya
 Pradesh, to manufacture sheet metal components, assemblies etc.
 primarily for VECV''s HCV/LCV range of vehicles.
 
 The production in this unit will start in the current year.
 
 Awards
 
 During the year under review, your Company has received the award from
 Tata Motors Limited for supplying parts of Tata Nano.
 
 Directors
 
 In accordance with the provisions of the Companies Act, 1956 and
 Articles of Association of the Company, Mr. Nishant Arya, Director of
 the Company will retire by rotation in the forthcoming Annual General
 Meeting of the Company and being eligible, has offered himself for
 re-appointment. The Board recommends the re-appointment of Mr. Nishant
 Arya.The brief resume/ details relating to Mr. Nishant Arya, Director,
 who is to be re-appointed, is furnished in the explanatory statement of
 the notice of the ensuing Annual General Meeting.
 
 The term of office of Mr. H.R. Saini, Executive Director of the company
 has been renewed for a further period of two years from June 2012 with
 revised remuneration from April 2012.
 
 The above appointments/ re-appointments are subject to the approval of
 the members in the ensuing Annual General Meeting.  Directors''
 Responsibility Statement
 
 Your Directors make the following statement in terms of Section 217
 (2AA) of the Companies Act, 1956, to the best of their knowledge and
 belief and according to the information and explanation obtained by
 them:
 
 - that in the preparation of the annual accounts for the financial
 year ended 31st March, 2012, the applicable Accounting Standards had
 been followed along with proper explanation relating to material
 departures;
 
 - that they have selected such accounting policies and applied
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs as
 at 31st March, 2012 and of the profit of the Company for the year ended
 on that date;
 
 - that they have taken proper and sufficient care for the maintenance
 of adequate accounting records in accordance with the provisions of
 Companies Act 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 - that the annual accounts of the year ended 31st March, 2012 have
 been prepared on a going concern basis.  Management Discussion &
 Analysis Report
 
 The Management Discussion & Analysis Report, pursuant to clause 49 of
 the Listing Agreement with the Stock Exchanges, is annexed hereto,
 forming an integral part of this report.
 
 Corporate Governance
 
 Pursuant to clause 49 of the Listing Agreement with the Stock
 Exchanges, a report on Corporate Governance along with Auditors''
 Certificate on its compliance is annexed hereto, forming an integral
 part of this report.
 
 Auditors and Auditors'' Report
 
 The Auditors, M/s Mehra Goel & Co. will retire at the conclusion of the
 ensuing Annual General Meeting and being eligible, offer themselves for
 re-appointment. The Company has received a certificate from the
 Auditors to the effect that the re- appointment, if made, would be in
 accordance with Section 224 (1B) of the Companies Act, 1956. The Board
 recommends their re-appointment.
 
 The observations of the Auditors have been explained wherever necessary
 in the appropriate notes to the Accounts and do not call for any
 further comments.
 
 Particulars of Conservation of Energy, Technology absorption & foreign
 exchange earnings and outgo
 
 Information as required under Section 217 (1) (e) of the Companies Act,
 1956 read with the Companies (Disclosure of Particulars in the Report
 of the Board of Directors) Rules, 1988, is given in Annexure-I forming
 part of this Report.
 
 Particulars of Employees
 
 No employee of the Company was drawing remuneration as prescribed under
 Section 217 (2A) of the Companies Act, 1956 Listing Fee
 
 The Shares of your Company are listed on Bombay Stock Exchange Limited
 and National Stock Exchange of India Limited.  Listing fees has already
 been paid for the financial year 2012-13. Further Annual Custodial fee
 have also been paid to NSDL & CDSL for the F.Y 2012-13.
 
 Transfer of Unpaid and Unclaimed amounts to IEPF
 
 Pursuant to the provisions of Section 205A (5) of the Companies Act ,
 1956, the declared dividends which remained unpaid or unclaimed for a
 period of 7 years will be transferred by the company to the Investor
 Education and Protection Fund (IEPF) established by the Central
 Government pursuant to section 205C of the said Act.
 
 Industrial Relations
 
 The Industrial Relations in the Company remained cordial and peaceful,
 during the year under review.
 
 Appreciation
 
 Your Directors convey their sincere thanks to Company''s customers,
 suppliers, bankers and Central and State Governments for their
 continued guidance, support and cooperation.
 
 Your Directors place on record their deep appreciation of contribution
 made by employees at all levels. Your Company''s consistent growth was
 made possible by their hard work, commitment, teamwork and loyalty.
 
 The Board of Directors of the Company also expressed their gratitude to
 the Shareholders for their valuable and un-stinted support extended to
 the Company throughout the year.
 
 Your Directors acknowledge trusts and confidence reposed by all the
 Shareholders of the Company.
 
                               For and on behalf of the Board
 
 Place: New Delhi                         S. K. Arya
 
 Date: 08.08.2012                           Chairman