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Jay Bharat Maruti Ltd.

BSE: 520066 | NSE: JAYBARMARU |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE571B01028 | SECTOR: Auto Ancillaries

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

To the Members,

The Directors are pleased to present the Twenty Ninth Annual Report on business and operations of your Company together with the Audited Financial Statement for the Financial Year ended 31st March, 2016.

1. FINANCIAL RESULTS

The Company’s financial performance, for the year ended 31st March, 2016 is summarized below:

(Rs. in Millions)

Particulars

2015-16

2014-15

Total Revenue

13,065.59

13,015.35

Earnings before interest, depreciation, tax and amortization (EBIDTA)

1,219.33

1,127.79

Finance Cost

222.21

213.28

Depreciation

391.03

382.03

Profit Before Tax

606.09

532.48

Tax Expense

202.14

132.66

Profit after Tax

403.95

399.82

Balance brought forward

1,727.50

1,396.24

Profit available for appropriation

2,131.45

1,796.06

Appropriations:

General Reserve

16.60

16.60

Proposed Dividend

43.30

43.30

Corporate Dividend Tax

8.97

8.66

Balance carried forward to Balance Sheet

2,062.58

1,727.50

2. FINANCIAL HIGHLIGHTS

The Company recorded a total revenue (net of excise) of Rs. 13,065.59 Million during the financial year 2015-16 as compared to Rs. 13,015.35 Million in the previous year, a marginal increase of 0.39%, which is due to reduction in raw material price. The profit after tax was Rs. 403.95 Million in the financial year 2015-16 as compared to Rs. 399.82 Million in the previous year, an increase of 1.04%, due to higher tax Charges during the year, as the benefit under section 32AC of the Income tax Act, 1961 has reduced from the previous year.

3. DIVIDEND AND APPROPRIATION

(A) Dividend

Your Directors have recommended a dividend of Rs. 2 (i.e.40%) per equity share (same as last year) for the financial year ended 31st March, 2016, amounting to Rs. 52.11 Millions (inclusive of Corporate Dividend Tax of Rs. 8.97 Millions). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose name appear in the Register of Members as on 27th August, 2016 and in respect of shares held in dematerialized form, it will be paid to members whose name are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

(B) Appropriation

During the financial year 2015-16, an amount of Rs. 16.60 Million (same as previous year) was transferred to the General Reserve from the Profits of the Company.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

5. CREDIT RATING

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

6. QUALITY

Your Company has implemented International Quality Management System in all the four units based on the requirement of ISO/TS 16949:2009. The Company has established, implemented and is maintaining an Information Security Management System. During the year, ISO 14001 surveillance was carried out by M/s American System Registrar, LLC and the auditors recommended the continuation of the ISO 14001. Apart from the above, your Company is also OHSAS-18001:2007 and ISO-14001:2004 certified.

7. HUMAN RESOURCES

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

8. FIXED DEPOSITS

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

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rajiv Gandhi (DIN 07231734) has been nominated as Director of the Company by MSIL in place of Mr. R. Dayal w.e.f. 13th July, 2015. The Board of Directors placed on record their sincere appreciation for the valuable contribution made by Mr. R. Dayal during his tenure.

Mr. Nishant Arya (DIN 00004954) will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommend his re-appointment. A brief profile and other details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the notice of 29th Annual General Meeting of the Company.

There is no change in the Key Managerial Personnel of the Company during the year under review.

10. DECLARATION OF INDEPENDENT DIRECTORS

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

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

11. PERFORMANCE EVALUATION

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

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

12. REMUNERATION POLICY

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

13. DIRECTORS’ RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for the year ended on that date;

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

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

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

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

14. MEETINGS OF THE BOARD

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

15. AUDIT COMMITTEE

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

16. CORPORATE GOVERNANCE

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

17. RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered during the year were in the ordinary course of business and on arm’s length basis. Omnibus approval is obtained from the Audit Committee for the related party transactions which are foreseen and repetitive in nature. A statement of all related party transactions are placed before the Audit Committee on quarterly basis for review.

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

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

18. CORPORATE SOCIAL RESPONSIBILITY

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

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

19. RISK MANAGEMENT

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

20. INTERNAL FINANCIAL CONTROLS

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

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

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

The Company endeavors to constantly upgrade the internal financial controls system and periodic evaluation of the same is undertaken by the Senior Management and the Audit Committee of the Board.

21. AUDITORS AND AUDITORS’ REPORT

(a) Statutory Auditors

The Statutory Auditors of the Company M/s Mehra Goel & Co. (Firm Registration No. 000517N), Chartered Accountants, New Delhi hold office till the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and the Rules framed there under. The Board of Directors recommend the re-appointment of M/s Mehra Goel & Co., Chartered Accountants as the statutory auditors of the Company for the financial year 2016-17 who shall hold office till the conclusion of the next Annual General Meeting. The re-appointment proposed is within the time frame for transition under the third proviso to sub-section (2) of Section 139 of the Companies Act, 2013.

The Report given by the Auditors on the financial statement of the Company is part of the Annual Report. The notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

(b) Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Company had appointed M/s Dhananjay Shukla & Associates, Company Secretaries, Gurgaon, Haryana as its Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2015-16. The Report given by the Secretarial Auditors is annexed as Annexure-V and forms an integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

The Vigil Mechanism (Whistle Blower Policy) is available on the Company’s website, which may be accessed at the link: http://www.jbm-group.com/pdfs/JBML_Whistle-Blower-Policy.pdf

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

No material changes have occurred and commitments made, affecting the financial position of the Company between the end of the financial year of the Company i.e. 31st March, 2016 and the date of this Report i.e. 14th July, 2016.

25. DETAIL OF SUBSIDAIREIS, JOINT VENTURES AND ASSOCIATE COMPANIES

None of the Company has become or ceased to become the subsidiary, joint venture or associate of the Company during the Financial Year 2015-16.

26. DETAIL OF SIGNIFICANT AND MATERIAL ORDER

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

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

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

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

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

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

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

29. EXTRACT OF ANNUAL RETURN

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

30. EMPLOYEES STOCK OPTION PLANS /SCHEMES

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

31. PARTICULARS OF EMPLOYEES

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

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are form part of the Annual Report. However, as per first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining a copy of such information may write to the Company Secretary at the registered office of the Company and the same will be furnished without any fee.

32. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Sd/-

Place: Gurgaon S. K. Arya

Date: 14.07.2016 Chairman & Managing Director

DIN: 00004626

Director’s Report