Detailed Annual Report 2010-2011

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED
BOARD OF DIRECTORS
Executive Directors Shri Virat Sondhi, Chairman & Managing Director Shri Deepak Arora, Joint Managing Director Non-Executive Directors Smt. Shuchi Arora Shri Ranjit Puri Smt. Dipika Chopra Malik Shri Sanjeev Kumar Independent Directors Shri S C Vasudeva Shri Aditya Puri Shri Alok Sondhi Shri Manjit Sondhi Shri A C Anand Shri Satinder Lal Puri COMPANY SECRETARY & COMPLIANCE OFFICER Shri Vijay K. Singhal AUDITORS M/s V.P. VIJH & Co. Ist & IInd Floor, K K Tower, Jalandhar City, Jalandhar, Punjab LISTING OF SHARES WITH Delhi Stock Exchange Limited, Delhi BANKERS Kotak Mahindra Bank HDFC Bank ICICI Bank REGISTERED OFFICE 458-1/16, Sohna Road, Opposite New Court, Gurgaon-122001 Phone : 01243019210,211 Fax : 01243019249 Website : www.jmaindia.com Email : [email protected] ADMINISTRATIVE OFFICE 2E/5, Jhandewalan Extension, New Delhi-110055 REGISTRAR & SHARE TRANSFER AGENT MAS Services Limited T-34, 2nd Floor, Okhla Industrial Area, Phase-II, New Delhi-110 020 Tel: +91-11-26387281, 82, 83 Email: [email protected] Website: www. masserv.com
BOARD COMMITTEES
AUDIT COMMITTEE Shri S C Vasudeva Shri Virat Sondhi Shri Aditya Puri Shri A C Anand SHAREHOLDERS /INVESTORS GRIEVANCE COMMITTEE Shri A C Anand Shri Deepak Arora Shri Manjit Sondhi REMUNERATION COMMITTEE Shri S C Vasudeva Shri Manjit Sondhi Shri Virat Sondhi Shri Aditya Puri
REGIONAL AND BRANCH OFFICES

Agra, Allahbad, Ahmedabad, Alwar, Amritsar, Asansol, Baddi, Bangalore, Bhatinda, Bhilwara, Bhubneshwar, Bikaner, Bellary, Chennai, Chandigarh, Cuttack, Coimbatore, Cochin, Dehradun, Delhi, Ghaziabad, Gorakhpur, Gurgaon, Guwahati, Haldwani, Indore, Jabalpur, Jaipur, Jalandhar, Jammu, Jamshedpur, Jodhpur, Kanpur, Kolkata, Kota, Lucknow, Ludhiana, Madurai, Mangalore, Mysore, Namakkal, New Delhi, Pathankot, Patiala, Patna, Puducherry, Rourkela, Raipur, Salem, Saharnpur, Silliguri, Tirchy, Udaipur, Varanasi.
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JULLUNDUR MOTOR AGENCY (DELHI) LIMITED NOTICE TO SHAREHOLDERS

Notice is hereby given that the Sixty Second Annual General Meeting of the members of Jullundur Motor Agency (Delhi) Limited will be held on Friday, the 30th day of September, 2011 at 9.30 A.M. at its Registered office at 458-1/16, Sohna Road, Opposite New Court, Gurgaon, Haryana 122 001 to transact the following businesses:ORDINARY BUSINESS 1. 2. 3. 4. 5. 6. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2011, the Profit and Loss Account for the year ended on that date together with the Reports of Directors and Auditors thereon. To confirm the payment of Interim Dividend. To appoint a Director in place of Shri Avinash Chander Anand, who retires by rotation and being eligible offers himself for re-appointment. To appoint a Director in place of Shri Aditya Puri, who retires by rotation and being eligible offers himself for re-appointment. To appoint a Director in place of Smt. Shuchi Arora, who retires by rotation and being eligible offers herself for re-appointment. To appoint Auditors for the year 2011-12 and to fix their remuneration. M/s V P Vijh & Co., Chartered Accountants (Registration No. FRN001248N), Jalandhar City, the retiring auditors are eligible for reappointment.
SPECIAL BUSINESS: 7. To consider, and if thought fit, to pass with or without modification(s), the following resolutions as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 314(1B) of the Companies Act, 1956 including any re-enactments or modification thereof for the time being in force and in pursuance of the Directors Relatives (Office or Place of Profit) Rules, 2003 or any other provision as applicable in this regard and subject to such consent, approval, permission as may be required, the consent of the Company be and is hereby accorded to appoint Mr. Sudhansh M. Kumar, S/o Mr. Sanjeev Kumar, Director of the Company, as Manager (Business Development) w.e.f. November 1, 2010 for a period of two years as per detailed remuneration mentioned below :Particulars Basic Salary Add : HRA @50% Total Allowances and perquisites payable Cos Provident Fund Contribution Mediclaim Insurance 15 days Leave Encashment (Subject to availability of leaves) Annual Remuneration Payable 28,800 20,000 10,000 418,800 Amount (in ` ) 240,000 120,000 360,000
RESOLVED FURTHER THAT Mr. Virat Sondhi, Managing Director and Mr. Deepak Arora, Joint Managing Director of the Company be and hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this resolution. 8. To consider, and if thought fit, to pass with or without modification(s), the following resolutions as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 314(1B) of the Companies Act, 1956 including any re-enactments or modification thereof for the time being in force and in pursuance of the Directors Relatives (Office or Place of Profit) Rules, 2003 as amended or any other provision as applicable in this |2|

regard and subject to such consent, approval, permission as may be required, the consent of the Company be and is hereby accorded to increase the remuneration of Ms. Aditi Arora, Vice President and daughter of Mr. Deepak Arora, Joint Managing Director of the Company, from ` 22,500/- (Rupees Twenty Two Thousand and Five Hundred) to ` 40,000/- (Rupees Forty Thousand Only) per month in the grade of ` 40,000-500055,000/- w.e.f. 16th April, 2011 for a period of three years. First Annual Increase shall be effective from April 16, 2011 and thereafter 1st April every year. RESOLVED FURTHER THAT she would be entitled to other benefits also such as contribution to Provident Fund, House Rent Allowance @60%, Leave Salary, Mediclaim, chauffeur driven car and Performance Bonus or other benefits as per the existing Company policy. RESOLVED FURTHER THAT Mr. Virat Sondhi, Managing Director and Mr. Deepak Arora, Joint Managing Director of the Company be and are hereby authorised to take all necessary steps as may be necessary, proper and expedient to give effect to this resolution. NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The instrument of proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed not later than forty-eight hours before the commencement of the meeting. A proxy form is attached herewith. Proxies submitted on behalf of the Limited Companies must be supported by an appropriate resolution. Explanatory Statement(s) pursuant to Section 173(2) of the Companies Act, 1956 relating to the Special Businesses contained in item nos. 7 & 8 to be transacted at the Meeting is annexed hereto and forms part of Notice. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, 23rd September, 2011 to Friday, 30th September, 2011 (both days inclusive). Members desiring any information as regards the Accounts are requested to write to the Company at an early date so as to enable the management to keep the information ready at the meeting. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their Bank details, National Electronic Clearing Service (NECS),nominations, power of attorney, change of address, change of name and e-mail address, etc., to their Depository Participant only and not to the Companys Registrars and Transfer Agents, Mas Services Limited. Changes intimated to the Depository Participant will then be automatically reflected in the Companys records which will help the Company and Mas Services Limited to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to Mas Services Limited only. Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease in portfolio management. Members can contact the Company or Mas Services Limited, for assistance in this regard. Members are requested to bring their attendance slip alongwith Copy of the Report and Accounts to the AGM. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken a Green Initiative in Corporate Governance and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support this green initiative by registering/updating their e-mail addresses, in respect of shares held in dematerialized form with their respective Depository Participants and in respect of shares held in physical form with Mas Services Limited. Unclaimed dividend for the financial year ended 31st March, 2004 will be due for transfer to the Investor Education and Protection Fund of the Central Government (IEPF) later this year pursuant to the provisions of Section 205A of the Companies Act, 1956.
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Members should write to Company if their dividend warrants for the financial year ended 31st March, 2004, or any subsequent financial year(s) have not been encashed. In respect of dividend for the financial year ended 31st March, 2004, it will not be possible to entertain any claim received by Company after 11th October, 2011 as such unclaimed dividend will be due for transfer to IEPF on 21st October, 2011.
EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF THE COMPANIES ACT, 1956.
ITEM NO. 7 Mr. Sudhansh Mohan Kumar, son of Mr. Sanjeev Kumar, Director of the Company was appointed as Manager (Business Development) by way of a Board Resolution dated 1st November, 2010. Mr. Sudhansh Mohan Kumar is a Graduate in Computer Science from Pune University. He was looking after the new avenues for business development. Pursuant to the provisions of Section 314(1B) of the Companies Act, 1956 for appointment of Mr. Sudhansh Mohan Kumar, approval of Shareholders by way of Special Resolution passed at the General Meeting is required as Mr. Sudhansh Mohan Kumar is related to Mr. Sanjeev Kumar, Director of the Company. Mr. Sudhansh M. Kumar has resigned from the services of the Company on March 31, 2011 due to some unavoidable circumstances. None of the directors except Mr. Sanjeev Kumar is interested or deemed to be interested in the above resolution. The Board recommends the resolution for your approval. ITEM NO. 8 Ms. Aditi Arora, daughter of Mr. Deepak Arora, Joint Managing Director of the Company was appointed as Executive (Administration & Finance) by way of a Board resolution dated 29th April, 2009 w.e.f 1st April, 2009. Ms. Aditi Arora holds Masters Degree in Business Administration (MBA) specializing in Human Resources Management & Marketing from Indian Institute of Planning and Management (IIPM). She has been given the charge of Administration and Human Resources, being qualified in the relevant field. She joined at a Basic Salary of ` 13,300/- (Rupees Thirteen Thousand and Three Hundred Only) per month. Later on, her remuneration was increased by way of Special Resolution passed by shareholders at 60th Annual General Meeting of the Company. Performance of Ms. Aditi Arora was found outstanding as it enhanced the performance and profitability of the company by inducting the modern techniques. In view of the above, it is just and equitable that Ms. Aditi Arora should be adequately compensated for her meritorious services by way of increase in her remuneration for a period of three years w.e.f. April 16, 2011 to March 31, 2013. Pursuant to the provisions of Section 314(1B) of the Companies Act, 1956, for payment of such remuneration to Ms. Aditi Arora, approval of Shareholders by way of Special resolution passed at the General Meeting is required as Ms. Aditi Arora is related to Mr. Virat Sondhi, Managing Director, Mr. Deepak Arora, Joint Managing Director and Mrs. Shuchi Arora, Director of the Company. None of the directors except Mr. Virat Sondhi, Mr. Deepak Arora and Mrs. Shuchi Arora are interested or deemed to be interested in the aforesaid resolution. The Board recommends the resolution for your approval. By order of the Board For Jullundur Motor Agency (Delhi) Ltd Place : Gurgaon Date : August 10, 2011 (Vijay K. Singhal) Company Secretary
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FINANCIAL HIGHLIGHTS
(` In Lacs) 2003-04 14,300.65 683.57 510.25 59.64 20% 298.18 2,060.46 2,358.64 2,875.19 17.11 79.10 23.87 10.22 9.07 85.22 90.06 8.40 7.95 2,958.06 3,321.54 3,694.92 10.75 97.88 11.44 2,541.04 2,685.31 2,918.72 2,242.86 2,387.13 2,620.54 2,946.10 3,244.28 3,929.75 14.43 108.80 13.96 298.18 298.18 298.18 298.18 20% 25% 25% 30% 30% 298.18 3,495.03 3,793.21 4,392.81 21.92 127.21 18.57 59.64 74.55 74.55 89.45 89.45 250.40 237.07 320.62 430.22 653.59 1,147.42 119.27 40% 298.18 4,511.81 4,809.99 5,530.65 38.48 161.31 26.67 389.81 374.75 469.25 649.70 1,004.12 1,694.65 14,685.51 13,366.21 14850.73 17,169.88 20,202.41 24,363.90 27,736.74 1,905.40 1,301.91 178.91 60% 298.18 5,605.10 5,903.28 6678.73 43.66 197.98 24.30 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11
Sales
Profit Before Tax
Profit After Tax
Dividend Amount
Dividend %
Share Capital
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Reserves & Surplus
Net Worth
Capital Employed
Earnings per Share (Rs.)
Book Value Per Share (Rs.)
Return on Net Worth (%)
JULLUNDUR MOTOR AGENCY (DELHI) LIMITED DIRECTORS REPORT TO THE SHAREHOLDERS

Your Directors are pleased to present the 62nd Annual Report of the Company along with the audited financial accounts for the year ended 31st March, 2011. 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: (` in Lacs) Particulars Sales Other Income Profit before taxation Provision for taxation Profit after tax Add: Balance Brought forward Add : Reversal of Excess Provision for Doubtful debts Profit available for appropriation Proposed dividend Interim Dividend Dividend Tax and surcharge Balance Transferred to General Reserves Balance carried over to Balance Sheet PERFORMANCE OF THE COMPANY Your Company has shown commendable performance during the financial year 2010-11. The turnover of the company has increased by approximately 14% from ` 24,364 Lakhs in the last financial year to ` 27,737 Lakhs in current financial year. The profit of the company has also increased by 12.44% from ` 1,694.65 Lakhs in the previous year to ` 1,905.40 Lakhs in current financial year. DIVIDEND Your Directors had declared Interim Dividend @60% in the Board of Directors meeting held on February 10, 2011. Keeping in view the performance for the year 2010-11, Interim Dividend is considered as Final Dividend. RESERVES Your Company has transferred ` 10 Crores to General Reserve Account during the financial year as against ` 10 Crores during the previous 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 Companys objectives, projections, estimates, expectations may be considered to be forward looking statements which the management believes are true to the best of its |6| 2010-11 27,736.74 133.98 1,905.40 603.49 1,301.91 241.40 1,543.31 Nil 178.91 29.71 1,000.00 334.69 2009-10 24,363.89 121.10 1,694.65 547.23 1,147.42 224.63 8.89 1,380.94 Nil 119.27 20.27 1,000.00 241.40

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 publicly amend, modify or revise any forward looking statements on the basis of any subsequent development, information or events. INDUSTRIAL DEVELOPMENT OVERVIEW During the year 2010-11, the Indian economy is believed to have estimated GDP growth of 8%. The Automobile Industry has done well in the year 2010-11. The Automobile Industry growth is as follows: The table below highlights the segmental growth of the Indian Automotive Industry: Volume Growth in % Industry Segments Passenger Cars Utility Vehicles Small Commercial Vehicles (One Ton & below) Light Commercial Vehicles Medium and Heavy Commercial Vehicles Three Wheelers Two Wheelers Farm Tractors Source: Society of Indian Automobile Manufacturers FUTURE PLANS & OUTLOOK As per RBI Policy, there is substantial increase in interest rates due to inflation and non availability of credit from Banks and Financial Institutions has resulted in slowdown of Industrial Production. There is a definite slowdown in automobile vehicle production in the first quarter of current financial year. During the current financial year, the agriculture sector has grown well as compared to the last financial year. Opportunities Due to general slowdown in the economy, your directors anticipate lower growth in sales in current financial year as compared to the previous year. THREATS AND RISKS High Inflation, increase in interest rates, sluggish growth in the infrastructure sector and substantial increase in petroleum product prices are areas of concern. Monsoon is good in certain areas. But as the Monsoon is irritating as per the forecast by Indian Meteorological Department, it may not be as good as last year. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Your Company has its own team of internal auditors at all regional offices and head office. The Audit Committee of the Board approves audit plan in the beginning of the financial year in consultation with the Internal Audit Incharge, statutory auditors and operating management. The findings of the internal auditors are placed before the Audit Committee for review and comments. The response of the operating management and counter measures proposed are discussed at the Audit Committee meetings. Risk Management Risk Management is an integral part of business process. The Company has mapped the risks of various natures and has evolved a risk management framework. Internal Audit focuses on these risks at all levels. Mitigative measures have been put in place in respect of these risks. |7| 2010-11 27 17 36 22 38 29 27 22 2009-10 28 24 8 77 30 25 25 27

Physical Risk: The Company has a maximum insurance coverage for all its branches and other equipments to protect all its assets from any damages. Financial Risk: The continued economic crisis in European countries can lead to global economic downturn. Any failure of monsoon could trigger a significant rise in inflation and interest rates thus squeezing the disposable income of the customer. Retail finance continues to be a concern. A further rise in interest rates would be detrimental to industrial growth. A combination of centrally issued policies and divisionally-evolved procedures brings robustness to the process of ensuring business risks are effectively addressed. Appropriate structures have been put in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles. A strong Internal Audit Function at the corporate level carries out risk focused audits across business enabling identification of areas where risk management processes may need to be improved. Internal Audit department ensures that Internal Audit recommendations are effectively implemented. At the branch level, Regional Auditors continuously verify compliance with laid down policies and procedures and help plug control gaps by assisting operating management. The combination of policies and processes as outlined above adequately addresses the various risks associated with your Companys businesses. The Audit Committee of the Board reviews Internal Audit findings and provides strategic guidance on internal controls. HUMAN RESOURCES At the end of March, 2011, the total employee strength was 526. The Companys 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 companys overall objective. PUBLIC DEPOSITS The public deposits accepted by your Company from public as at the close of 31st March, 2011 were ` 762.21 Lacs as against ` 702.89 Lacs 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 2011-12 has been paid. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The details regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, 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.
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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. Avinash Chander Anand, Mr. Aditya Puri, and Mrs. Shuchi Arora, 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 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; Manjit Sondhi: 00094882; 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(1B) 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 relations 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 Auditors 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.
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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 ,2011 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 There are no material changes / events after the date of the Balance Sheet. 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 the Delhi Stock Exchange Limited. 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 Date : August 10, 2011 (Virat Sondhi) Chairman & Managing Director
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REPORT ON CORPORATE GOVERNANCE
COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE Transparency and accountability are the two basic tenants of the Corporate Governance. We, at Jullundur Motor, feel proud to belong to a Company whose visionary founders had laid the foundation stone for good governance long back and made it an integral principle of the business demonstrated in the words above. To succeed, we believe requires the highest standards of corporate behaviors towards everyone we work with, the communities we touch and the environment on which we have an impact. This is our road to sustainable, profitable growth and creating long-term value for our shareholders, our people and our business partners. During last 85 years of the Companys existence, the above principles have been the guiding force for whatever we do and shall continue to be so in the coming years. The Board of Directors of your Company is responsible for and committed to sound principles of Corporate Governance in the Company. The Board plays a critical role in the overseeing how the management serves the short and long term interest of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an active, informed and independent Board. We keep our governance practices under continuous review and benchmark ourselves to the best governed Companies across the country. THE BOARD OF DIRECTORS The Board of Directors (The Board) is entrusted with the ultimate responsibility of the management, general affairs, direction and performance of the Company and has been vested with the requisite powers, authorities and duties. a) Composition of the Board The Companys policy is to maintain optimum combination of Executive and Non-Executive Directors. The Board consists of 12 Directors comprising two Executive Non-Independent Directors (Managing and Joint Managing Directors), 4 Non-Executive Non-Independent Directors and 6 Non-Executive Independent Directors. The Chairman of the Board is an Executive Director. The functions of the Board include: Formulation of strategic business plans, budget: Setting up goals and evaluation of performance: Approving corporate philosophy and mission: Monitoring corporate performance against strategic business plans, overseeing operations: Recruitment of senior management personnel: Review of material investment and fixed assets transactions: Ensuring compliance with laws, rules and regulations: Keeping shareholders informed regarding plans, strategies and performance of the Company and other important matters. The Board has constituted three committees Viz.: The Audit Committee Shareholders/Investors Grievances Committee and Remuneration cum Screening Committee All the three Board committees are chaired by Non-Executive Independent directors. MEETINGS OF THE BOARD OF DIRECTORS AND LAST ANNUAL GENERAL MEETING During the financial year 2010-11, Six Board meetings were held on 28th April, 2010, 10th August, 2010, 23rd August, 2010, 30th September, 2010, 9th November, 2010 and 10th February, 2011. The maximum interval between any two meetings was well within the maximum allowed gap of four months. The details of directors as on 31st March, 2011 including the details regarding the attendance by the Directors at the Board Meetings and the last Annual General Meeting, Number of Directorship/membership held in the board/committees of various other companies reckoned pursuant to Section 278 of the Companies Act, 1956 are given below: | 11 |

Name of Directors Category Attendance particulars Board Meeting Last AGM (30th September, 2010) Yes Yes No No No No Yes No No No No No Number of Directorships and committee memberships/chairmanship Directorship in other Companies# 3 3 2 4 None 4 None 7 1 None 2 None Membership of Committees@ 2 1 None 1 None None None 2 2 1 None None Committee Chairmanship
Mr. Virat Sondhi Mr. Deepak Arora Mrs. Shuchi Arora Mr. Ranjit Puri Ms. Dipika Chopra Mr. Sanjeev Kumar Mr. S C Vasudeva Mr. Aditya Puri Mr. A C Anand Mr. Manjit Sondhi Mr. Alok Sondhi Mr. Satinder Lal Puri
Executive Executive Non-Executive Non-Independent Non-Executive Non-Independent Non-Executive Non-Independent Non-Executive Non-Independent Non-Executive Independent Non-Executive Independent Non-Executive Independent Non-Executive Independent Non-Executive Independent Non-Executive Independent
5 6 6 3 5 1 6 4 5 2 1 3
None None None None None None 2 None 1 None None None
# Excluding Private Companies, Foreign Companies, Section 25 Companies and Alternate Directorship. @Includes Only Audit Committee and Shareholders/Investors Grievance Committee. The last Annual General Meeting held on 30th September, 2010 was attended by both the Executive Directors and Chairman of the Audit Committee. The Company does not pay any remuneration to its Non-Executive Directors except sitting fees for attending the meetings of the Board and committees thereof. The Company pays sitting fees to its directors @ ` 5,000/(Rupees Five Thousand Only) for attending each meeting of the Board and committees thereof. Details of Sitting Fees paid to Non-Executive Directors during the year under review SI. No. 1 2 3 4 5 6 7 8 9 10 Name of Directors Mr. S C Vasudeva Mrs. Shuchi Arora Mr. Ranjit Puri Mr. Aditya Puri Mr. A C Anand Mr. Manjit Sondhi Mr. Alok Sondhi Mrs. Dipika Chopra Malik Mr. Sanjeev Kumar Mr. Satinder Lal Puri | 12 | TOTAL FEES (`) ` 65,000 30,000 15,000 50,000 50,000 20,000 5,000 25,000 5,000 15,000

AUDIT COMMITTEE Composition Your Company has qualified and independent Audit Committee under the chairmanship of Mr. S C Vasudeva. Other members comprise of Mr. Aditya Puri, Mr. A C Anand and Mr. Virat Sondhi. The Company Secretary acts as the secretary of the committee. Terms of reference The scope of reference to the committee, inter alia, includes: 1. Review of Scope of Audit and discuss post-audit area of concern, if any, with Statutory Auditors and Internal Auditors. 2. Recommending the appointment of statutory auditor and fixation of audit fee. 3. Review of Quarterly/ Annual Financial Statements with statutory auditors and management before submission to the Board. 4. Review of internal control systems with the Management, Statutory Auditors and Internal Auditors. 5. Reviewing the adequacy of Internal Audit Function / Control. 6. Review of Financial and Risk Management policies of the Company. 7. Reviewing default, if any, in payments to depositors, shareholders and creditors. 8. Reviewing the statement of significant Related Party Transactions submitted by the management. 9. Reviewing the management letters / letters of internal control weaknesses issued by the statutory auditors, if any. 10. Management Discussion and Analysis of financial condition and results of operation. The Statutory Auditors of the Company are invited to attend the meetings whereat the Audit Committee holds discussion with the Statutory Auditors on the quarterly/half-yearly accounts subjected to their Limited Review, yearly Audit plan, matters relating to compliance with Accounting standards, their observations on matters arising out of annual audit and other related matters. During the year 2010-11, the Committee met Five times on 28th April, 2010, 10th August, 2010, 23rd August, 2010, 9th November, 2010, and 10th February, 2011. Name of the Director Shri S C Vasudeva Shri Aditya Puri Shri A C Anand Shri Virat Sondhi Shareholders/Investors Grievance Committee The shareholders/Investors grievance committee comprises of Mr. A.C Anand as Chairman with Mr. Manjit Sondhi and Mr. Deepak Arora as members of the Committee. The Company Secretary acts as the secretary of the committee. The Committee is entrusted with the responsibility to address the Shareholders and investors complaints with respect to transfer of shares, non-receipt of annual report, non-receipt of declared dividend etc., and ensures an expeditious share transfer process. The Committee also evaluates performance and service standards of the Registrar and Share Transfer Agents of the Company and also provides continuous guidance to improve the service levels for investors. Remuneration Committee The Remuneration Committee comprises of Mr. S C Vasudeva as Chairman with Mr. Manjit Sondhi, Mr. Aditya Puri and Mr. Virat Sondhi as member of the committee. No. of Meetings Attended 5 4 5 4
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The Remuneration Committee deals with all elements of the remuneration package of all Executive Directors & their relatives, i.e Salary, Benefit, bonuses, etc. including details of fixed components and performance linked incentives, along with the performance criteria. There is no Stock Option Scheme prevailing in the Company. During the year ended 31st March, 2011, meeting of the Committee was held on 28th April, 2010, and 10th February, 2011. Details of Remuneration of Executive Directors for the year ended 31st March, 2011 Name Shri Virat Sondhi Shri Deepak Arora Salary 2,400,000 2,100,000 Bonus/Commission Contribution to PF 4,073,680 4,073,680 288,000 252,000 Perquisites 1,477,389 1,422,975 (` Lakh) ` Total 7,951,069 7,596,655
GENERAL BODY MEETINGS Details of the last Three Annual General Meetings and the summaries of Special Resolution passed therein Year 2009-10 AGM/GM 61st AGM Venue 458-1/16, Sohna Road, Opposite New Court, Gurgaon (Haryana) 458-1/16, Sohna Road, Opposite New Court, Gurgaon (Haryana) 458-1/16, Sohna Road, Opposite New Court, Gurgaon (Haryana) Date & Time 30th September 2010 at 9:30 A.M 16th September 2009 at 9.30 A.M 10th September 2008 at 9:30 A.M Special resolution passed 1. Re-appointment of Mr. Virat Sondhi as Managing Director of the Company. 2. Re-appointment of Mr. Deepak Arora as Joint Managing Director of the Company. 1. Increase in Remuneration of Ms. Aditi Arora, daughter of Mr. Deepak Arora, Joint Managing Director u/s 314 (1B) of the Companies Act, 1956. 1. Increase in Remuneration of Mr. Navneet Arora, brother of Mr. Deepak Arora, Joint Managing Director u/s 314(1B) of the Companies Act, 1956. 2. Increase in remuneration of Mr. Virat Sondhi, Managing Director of the Company for the remaining tenure of his service. 3. To change the designation of Mr. Deepak Arora as Joint Managing Director and to fix his remuneration. 4. Adoption of new set of Articles of Association of the Company U/s 31 of the Companies Act, 1956.
2008-09
60th AGM
2007-08
59th AGM
There were no resolutions that were required to be passed by means of postal ballot by the members of the Company during the year 2010-11. Code of conduct The Board of Directors has laid down a Code of Conduct for all the Board Members and Senior Management of the Company. The same has also been posted on the website of the Company, viz. www.jmaindia.com. All Board Members and Senior Management Personnel have affirmed their compliance with the Code of Conduct for the year under review. Declaration from the CEO to this effect forms part of this report. Disclosures a) There were no transactions of material nature with the promoters, directors or the management of their subsidiaries or relatives etc. potentially conflicting with Companys interest at large, during the year. The Register of Contracts containing the transactions in which directors are interested is placed before the Board regularly for its approval.
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b) There were no instances of non-compliance by the Company on any matter related to capital markets, nor there was any penalty/strictures imposed by the stock exchange or SEBI or any other authority on such matters during the last five years. The Company has complied with all the mandatory requirements prescribed under revised clause 49 of the Listing Agreement. The Company has obtained and placed before the Board, certificate from the CFO & CEO on matters stated in Clause 49(V) of the listing agreement. The other non-mandatory requirements such as individual communication of half yearly results to shareholders and training for Board members have not been adopted.
c)
d)
MEANS OF COMMUNICATION a) The Company ensures that its quarterly and annual financial results are sent to the concerned stock exchange immediately after the same have been considered and taken on record by the Board of Directors. The Company also ensures that its quarterly financial results are normally published in the following newspapers: i) Financial Express (English) ii) Jansatta (Hindi) The Quarterly / Annual Financial Results and the shareholding pattern were uploaded on the website of the Company viz., www.jmaindia.com. GENERAL SHAREHOLDER INFORMATION Particulars of Directors seeking re-appointment in this Annual General Meeting :Name of the Director Mr. Aditya Puri Fathers name Mr. Ranjit Puri Date of Birth 04/12/1967 Educational Qualification Other Directorship Committee Membership 1. Jullundur Motor Agency (Delhi) Ltd. 2. The Saraswati Industrial Syndicate Limited
M.A.(CANTAB) ECON. 1. The Yamuna from Cambridge University, Syndicate Ltd. U.K. 2. The Saraswati Industrial Syndicate Limited 3. Saraswati Sugar Mills Ltd. 4. JMA Rane Marketing Ltd. 5. ISGEC Engineering & Projects Ltd 6. ISGEC Exports Limited 7. ISGEC Covema Limited B.A. 1. Jullundur Auto Sales Corporation Limited 2. ACL Components Limited 1. Jullundur Auto Sales Corporation Limited 2. Prestige Journeys Private Limited
Mrs. Shuchi Arora Mr. Virat Sondhi 20/03/1962
N.A.
Mr. A C Anand
Mr. Tek Chand Anand
20/05/1936
M.A.
1. Jullundur Auto Sales Corporation Limited 2. Jullundur Motor Agency (Delhi) Limited
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SHAREHOLDING OF NON EXECUTIVE DIRECTORS AS ON MARCH 31, 2011 S.NO. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. NAME OF DIRECTOR Shri S C Vasudeva Shri A C Anand Shri Alok Sondhi Shri Manjit Sondhi Shri Aditya Puri Shri Satinder Lal Puri Shri Ranjit Puri Shri Sanjeev Kumar Smt. Shuchi arora Smt. Dipika Chopra Malik NUMBER OF SHARES HELD NIL 3221 150 6660 46125 31531 204376 124751 181894 121950
Annual General Meeting 2011 Date Venue Book Closure Date Friday, 30th September, 2011 at 9:30 A.M. 458-1/16, Sohna Road, Opposite New Court, Gurgaon (Haryana)-122001. Friday, 23rd September, 2011 to Friday, 30th September, 2011 (both days inclusive).
Financial Year: 1st April, 2011- to 31st March, 2012 Financial calendar (Tentative) Board meetings for approval of: Annual Accounts for the year ended March 31, 2011 Un-audited results for the 1st quarter ending June 30, 2011 Un-audited results for the 2nd quarter ending September 30, 2011 Un-audited results for the 3rd quarter ending December 31, 2011 Un-audited results for the 4th quarter ending March 31, 2012 August 10, 2011 August 10, 2011 Any day before November 14, 2011 Any day before February 14, 2012 Any day before May 14, 2012
Book closure period: Friday, 23rd September, 2011 to Friday, 30th September, 2011 (both days inclusive). Listing of shares: The Equity Shares of the Company are listed at Delhi Stock Exchange Limited, DSE house, 3/1, Asaf Ali Road, New Delhi-110 002. Listing Fees: Annual Listing Fees for the financial year 2011-12 have been paid to the Stock Exchange. Unpaid / Unclaimed Dividend Dividend for the financial year ended 31st March, 2004 which remains unpaid or unclaimed, will be due for transfer to the Investor Education and Protection Fund of the Central Government (IEPF) later this year, pursuant to the provisions of Section 205C. Members who have not encashed their dividend warrant(s) for the financial year ended 31st March, 2004, or any subsequent financial year(s), are requested to lodge their claims with the Company. In respect of dividend for the financial year ended 31st March, 2004, it will not be possible to entertain claims received by Company after 11th October, 2011. Out of the dividends declared for all the financial years including and upto the financial year ended 31st March, 2003, the amount which remained unclaimed has been transferred to the Investors Education & Protection Fund as per the provisions of Sec 205C of the Companies Act, 1956. Members are advised that, in terms of provision of Section 205C of Companies Act, 1956, no claim shall lie with respect to unclaimed dividend once it is transferred by Company to IEPF.
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Share market price data: There has been no trading of shares at the Delhi Stock Exchange during the last financial year. Hence, no data is available. Share/Security Transfer system: The power to approve transfer of shares has been delegated by the Board to the Share Transfer Agent. Share transfer requests are preceded within 30 days of receipt by the Registrar and Share Transfer Agent (RTA). Distribution of shareholding as on March 31, 2011: Share Holding of Nominal Value of ` 10/1 to 5000 5001 to 10000 10001 to 20000 20001 to 30000 30001 to 40000 40001 to 50000 50001 to 100000 100001 & Above Total SI.No. 1 2 3 4 5 6 7 Category Promoters Directors & relatives Mutual fund & UTI Financial institutions/ Banks/Insurance companies Body corporate Non-resident Indians Indian Public Total No. of Shareholders 5757 182 108 17 5 3 13 29 6114 % of Shareholders 94.161 2.977 1.766 0.278 0.082 0.049 0.213 0.474 100.000 No. of Folios 18 31 Nil 1 32 7 6025 6114 No. of shares held 716319 129727 149744 41492 17312 14340 90897 1821974 2981805 No. of Shares 1053507 719059 Nil 140 38008 52505 1118586 2981805 % of shareholding 24.022 4.351 5.022 1.392 0.581 0.481 3.048 61.103 100.000 % to total Capital 35.33 24.11 Nil 0.01 1.27 1.76 37.52 100.00
Pattern of shareholding as on March 31, 2011:
Dematerialization: The Company has entered into necessary agreements with National Securities Depository Limited and Central Depositories Services (India) Limited for dematerialization of shares held by the investors. As of March 31, 2011 about 65% shareholding have been dematerialized. DEMAT ISIN Number: INE412C 01015. Annual Custodial Fee has been paid to NSDL & CDSL for the year 2011-12. Address for correspondence: Company Office Mr. Vijay K. Singhal Company Secretary & Compliance Officer Jullundur Motor Agency (Delhi) Ltd 458-1/16, Sohna Road, Opposite New Court, Gurgaon-122 001 Phone Nos.:0124-3019210, 211 Fax : 0124-3019249 E-mail : [email protected]; [email protected]
Registrar & Transfer Agent Mr. Sharwan Mangla, GM-Shares M/s MAS Services Ltd. T-34, 2nd Floor, Okhla Industrial Area, Phase-II, New Delhi-110 020 | 17 |
Phone Nos. : +91-11-2638 7281-83 E-mail: [email protected] Fax: +91-11-2638 7384

CEO CERTIFICATE
To The Members Jullundur Motor Agency (Delhi) Limited Declaration by Chief Executive Officer on Code of Conduct under Clause 49 of the Listing Agreement I hereby declare that to the best of my knowledge and information, all the Board Members and Senior Management Personnel have affirmed in writing their adherence with the code of conduct adopted by the Company.
Place : Gurgaon Date : August 10, 2011
(Virat Sondhi) Chairman & Managing Director
CERTIFICATION BY MANAGING DIRECTOR AND DGM (ACCOUNTS & FINANCE) TO THE BOARD
We, Virat Sondhi, Managing Director and Narinder Pal Singh, DGM (Accounts & Finance) of Jullundur Motor Agency (Delhi) Limited, certify that: 1. We have reviewed the financial statements and cash flow statement for the year ended March 31, 2011 and to the best of our knowledge and belief: a) b) 2. 3. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; these statements present a true and fair view of the state of affairs of the Company and are in compliance with exiting Accounting Standards, applicable laws and regulations.
To the best of our knowledge and belief, no transactions entered into by the Company during the year ended March 31, 2011 which are fraudulent, illegal or violative of the Companys code of conduct. We accept responsibility for establishing and maintaining the Companys internal controls system for financial reporting and evaluating its effectiveness. Deficiencies in the design or operation of such internal controls, if any, of which we are aware, have been disclosed to the Auditors and the Audit Committee and steps have been taken to rectify these deficiencies. a) b) c) There has not been any significant change in internal control over financial reporting during the year under reference; There has not been any significant changes in accounting policies during the year requiring disclosure in the notes to the financial statement; and We are not aware of any instance during the year of significant fraud with involvement therein of management or any employee having a significant role in the Companys internal control system over financial reporting.
4.
Date : August 10, 2011 Place : Gurgaon
(Managing Director)
DGM(Accounts & Finance)
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AUDITORS CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT
To the members of Jullundur Motor Agency (Delhi) Limited We have examined the compliance of conditions of Corporate Governance by Jullundur Motor Agency (Delhi) Limited for the year ended March 31, 2011 as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchange in India. The Compliance with the conditions of Corporate Governance is the responsibility of the management. Our examination has been limited to a review of the procedure and implementation thereof, adopted by the company for ensuring compliance with the conditions of the corporate governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. We further state that such compliance is neither an assurance as to future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For V.P.Vijh & Company Chartered Accountants (FRN No.001248N)
Place : Gurgaon Date : 10.08.2011
(R.K.Gupta) Patner Membership No.: 016274
| 19 |

AUDITORS REPORT
TO THE SHARE HOLDERS OF JULLUNDUR MOTOR AGENCY (DELHI) LIMITED 1. We have audited the attached Balance Sheet of JULLUNDUR MOTOR AGENCY (DELHI) LIMITED as at 31st March 2011 and the Profit & Loss Account for the year ended on that date and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 2. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order. Further to our comments in the Annexure referred to in paragraph (2) above, we report that (a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our Audit. (b) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of the books. (c) The Balance Sheet and Profit & Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of account. (d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the accounting standards referred to sub-section 3C of Section 211 of the Companies Act, 1956. (e) On the basis of written representation received from the Directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2011 from being appointed as Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956. (f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view : (i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2011. (ii) In the case of Profit and Loss account of the profit of the company for the year ended on that date. (iii) In the case of Cash Flow Statement of the cash flows for the year ended on that date. For V.P.Vijh & Company Chartered Accountants (FRN No.001248N)
3.
(R.K.Gupta) Patner Membership No.: 016274
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ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 2 of our report of even date) 1. a) b) The company has maintained proper records to show full particulars including quantitative details and situation of Fixed Assets. As explained to us, the Fixed Assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification. In our opinion, the company has not disposed of substantial part of Fixed Assets during the year and going concern status of the company is not affected. As explained to us, inventories have been physically verified by the management at regular intervals during the year. In our opinion, the frequency of verification is reasonable. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. The company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records. The company has not granted any loans to any company, firm or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. The company has taken loans/deposits from 11 companies/firm/parties listed in the register maintained under Section 301 of the Companies Act, 1956 amounting to ` 502.94 lakhs at the year end (Maximum amount involved during the year was ` 502.94 Lakhs). In our opinion and according to the information and explanations given to us, the rate of interest, and other terms and conditions are not prima facie prejudicial to the interest of the company. There is no overdue amount in respect of loans taken by the company.
c) 2. a) b)
c) 3. a) b)
c) d) 4.
In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of Inventory, Fixed Assets and also for the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls. In respect of transactions covered under Section 301 of the Companies Act, 1956: a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or agreements, that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered. In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or agreements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to ` 500,000/- (Rupees Five Lakhs only) or more in respect of any party have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.
5.
b)
6. 7. 8.
In our opinion and according to the information & explanations given to us, the company has complied with the provisions of the Section 58 A and 58 AA of the Companies Act, 1956 and rules made thereunder. In our opinion, the Company has an internal audit system comusurate with the size and nature of its business.. This being a trading company, provisions of clause 4 (viii) of the Companies (Auditors Report) Order, 2003 is not applicable.
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9. In respect of statutory dues: a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities except minor delay in deposit of Employee State Insurance dues. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date of becoming payable. According to the informations and explanations given to us and the records of the company examined by us, dues of Sales Tax as at 31st March, 2011 which have not been deposited on account of dispute is ` 85.39 lacs pending before Sales Tax Appellate authorities in various states at Tribunal/ Commissioner Appeal level.
b)
10. The company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year. 11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions or banks. 12. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities. 13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 is not applicable to the company. 14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments. 15. The Company has given guarantees for loans taken by others from banks or financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima-facie prejudicial to the interests of the company. 16. The company has not raised any new term loan during the year. There were no term loans outstanding at the beginning of the year. 17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that the funds raised on short term basis have not been used for long term investments. 18. During the year, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956. 19. Provisions of clause 4 (xix) of the (Auditors Report) Order, 2003 are not applicable since the company has not issued any debentures. 20. The company has not raised any money by way of public issue during the year. 21. According to the information and explanations given to us, there were no fraud on or by the company noticed or reported during the year. For V.P.Vijh & Company Chartered Accountants (FRN No.001248N)
(R.K.Gupta) Patner Membership No.: 016274 | 22 |
JULLUNDUR MOTOR AGENCY (DELHI) LIMITED BALANCE SHEET AS AT 31ST MARCH, 2011
Schedule SOURCES OF FUNDS Shareholders Funds: Capital Reserves and Surplus Loan Funds: Unsecured Loans Deferred Tax Liability (Net) Total APPLICATION OF FUNDS Fixed Assets: Gross Block Less: Depreciation Net Block Investments E 286,572,270 338,445,578 271,513,777 38,476,534 ------------------------------------------------------------935,008,159 ------------------------------------------------------------394,032,211 ------------------------------------------------------------394,032,211 ------------------------------------------------------------Current Assets, Loans & Advances: (a) Inventories F (b) Sundry Debtors G (c) Cash & Bank Balances H (d) Loans & Advances I A B C 29,818,050 560,509,805 ------------------------------------------------------------29,818,050 451,180,792 ------------------------------------------------------------Current Year ` Previous Year `
590,327,855 76,221,000 1,323,900 ------------------------------------------------------------667,872,755 ================ ===============
480,998,842 70,289,000 1,777,348 ------------------------------------------------------------553,065,190 ================ ===============
95,789,544 38,479,871 -------------------------------------------------------------
57,309,673 69,587,134
75,377,777 34,791,158 -------------------------------------------------------------
40,586,619 98,267,975
Less: Liabilities & Provisions: Liabilities Provisions
234,466,412 329,992,313 160,018,398 35,814,638 ------------------------------------------------------------760,291,761 ------------------------------------------------------------343,767,584 2,313,581 ------------------------------------------------------------346,081,165 -------------------------------------------------------------
J K
Net Current Assets Total Notes on Accounts & Significant Accounting Policies As per our report attached For V.P.Vijh & Co. Chartered Accoutants (FRN No. 01248N) (R K Gupta) Partner Membership No.: 016274 Place : Gurgaon Date : 10.08.2011 L
540,975,948 ------------------------------------------------------------667,872,755 ================ ===============
414,210,596 ------------------------------------------------------------553,065,190 ================ ===============
Deepak Arora Jt. Managing Director N P Singh DGM- Accounts & Finance
Virat Sondhi Managing Director Vijay K. Singhal Company Secretary
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JULLUNDUR MOTOR AGENCY (DELHI) LIMITED PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 31ST MARCH 2011
Schedule INCOME Sales Other Income Total EXPENDITURE Purchases of Finished Goods Establishment Charges Administrative and other Expenses Interest and Finance Charges -Net Depreciation Decrease(Increase) in Stock Total Profit before Tax Tax Paid for Earlier years Provision for Taxation: Current Tax Inclusive of Weath Tax Deferred Tax Profit After Tax Add:Balance brought forward from previous year Add : Reversal of excess Provision for Doubtful debts APPROPRIATIONS Interim Dividend Dividend Tax Paid Transfer to General Reserve Balance Carried Forward EARNINGS PER SHARE Basic & Diluted Earnings per Share (in Rupees) Face Value per Share (in Rupees) Notes on Accounts & Significant Accounting Policies As per our report attached For V.P.Vijh & Co. Chartered Accoutants (FRN No.001248N) (R K Gupta) Partner Membership No.: 016274 Place : Gurgaon Date : 10.08.2011 | 24 | Deepak Arora Jt.Managing Director N P Singh DGM- Accounts & Finance Virat Sondhi Managing Director Vijay K .Singhal Company Secretary Current Year ` 2,773,674,113 13,398,284 ----------------------------------------------------------------2,787,072,397 ================= ================ 2,491,056,998 88,136,607 60,330,615 5,514,458 4,112,253 ----------------------------------------------------------------2,649,150,931 (52,618,951) ----------------------------------------------------------------2,596,531,980 ================= ================ 190,540,417 702,579 60,100,000 (453,448) ----------------------------------------------------------------130,191,286 24,140,278 ----------------------------------------------------------------154,331,564 ================= ================ 17,890,830 2,971,443 100,000,000 33,469,291 ----------------------------------------------------------------154,331,564 ================= ================ 43.66 10.00 L Previous Year ` 2,436,389,839 12,110,407 ---------------------------------------------------------------2,448,500,246 ================= ================ 2,181,083,504 75,944,585 52,321,441 6,944,725 4,161,691 ---------------------------------------------------------------2,320,455,946 (41,420,847) ---------------------------------------------------------------2,279,035,099 ================= ================ 169,465,147 356,186 54,500,000 (133,456) ---------------------------------------------------------------114,742,417 22,462,697 889,415 ---------------------------------------------------------------138,094,529 ================= ================ 11,927,220 2,027,031 100,000,000 24,140,278 ---------------------------------------------------------------138,094,529 ================= ================ 38.48 10.00
N O P
JULLUNDUR MOTOR AGENCY (DELHI) LIMITED SCHEDULES FORMING PART OF THE BALANCE SHEET
As on 31.03.2011 ` As on 31.03.2010 `
SCHEDULE A SHARE CAPITAL

Authorised: 5,000,000 Equity Shares of ` 10/- each Issued & Subscribed: 2,981,805 Equity Shares of ` 10/- each fully paid-up Total Of the above Equity Shares: (1) 1,994,770 Equity Shares were allotted as fully paid up Bonus Shares by way of Capitalisation of General Reserve and Share Premium. (2) 39,500 Equity Shares were allotted as fully paid to erstwhile members of M/s Jullundur Auto Manufacturing Company (Delhi) Pvt. Ltd. pursuant to amalgamation. (3) 1,092 Equity Shares were allotted as fully paid up to erstwhile members of M/s Jamco Foundries Ltd pursuant to amalgamation. 50,000,000 50,000,000
29,818,050 ---------------------------------------------------------29,818,050 =============== ===============
29,818,050 ---------------------------------------------------------29,818,050 =============== ===============
SCHEDULE B RESERVES & SURPLUS

Capital Reserve (As per Last Balance Sheet) General Reserve (As per last Balance Sheet) Add: Transferred from Profit & Loss Account Balance in Profit & Loss Account TOTAL 427,026,714 100,000,000 ---------------------------------------------------------527,026,714 33,469,291 ---------------------------------------------------------560,509,805 =============== =============== 13,800 327,026,714 100,000,000 ---------------------------------------------------------427,026,714 24,140,278 ---------------------------------------------------------451,180,792 =============== =============== 13,800
SCHEDULE C - UNSECURED LOANS

FIXED DEPOSITS Directors Others TOTAL 26,390,000 49,831,000 ---------------------------------------------------------76,221,000 =============== =============== 19,490,000 50,799,000 ---------------------------------------------------------70,289,000 =============== ===============
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SCHEDULE FORMING PART OF THE BALANCE SHEET
SCHEDULE D FIXED ASSETS

G R O S S B L O C K
As on 01.04.2010 Addition Sale/ Ajustments during the year As on 31.03.2010 As on 01.04.2010 Depreciation/ Amortisation during the year Sale/ Adjustments during the year As on 31.03.2011 As on 31.03.2011 As on 31.03.2010
DEPRECIATION / AMORTIATION
N E T B L O C K
Nature of Fixed Assets
Tangible Assets 3,742,445 189,736 25,164,597 11,243,635 1,878,176 13,302,437 9,954,783 1,456,804 3,948,765 1,442,774 14,297,260 570,596 292,461 14,575,395 7,559,299 564,561 44,039 1,963,296 930,186 834,750 102,549 4,680,966 2,049,276 1,456,804 1,383,757 10,161 304,589 94,899 1,795,960 54,437 35,361 218,580 2,227,324 55,820 12,126,287 7,328,777 592,310 422,460 56,106 13,668,791 11,859,271 648,215 400,140 24,376 2,253,940 533,064 115,126 14,356 54,881 45,925 36,408,232 3,135,762 385,018 1,677,833 1,867,569 11,766 1,961 1,685,250 5,427,695 13,727 3,520,780 633,834 12,452,605 7,875,162 1,393,918 2,299,428 989,724 9,136,679 5,427,695 1,853,842 32,887,452 1,620,106 1,216,186 4,251,125 62,886 2,381,538 973,572 5,438,716 3,742,445 177,970 22,028,835 1,345,112 1,443,166 2,626,006 73,047 1,899,489 512,588 6,737,961
Land (Freehold)
Land (Leasehold)
Buildings
Plant & Machinery
Computers
| 26 |
1,360,569 75,377,777 66,273,505 10,703,305 1,599,033 20,987,118 575,351 95,789,544 75,377,777 1,360,569 34,791,158 31,766,318 164,014 4,112,253 4,161,691
Furniture & Fixtures
Electrical Installations
Office Equipment
A.Cs, Coolers & Refrigrators
Vehicles
Intengible Assets 164,014 423,540 1,136,851 38,479,871 34,791,158 1,196,555 57,309,673 40,586,619 40,586,619
Software Licences
Grand Total
Previous Year

SCHEDULES FORMING PART OF THE BALANCE SHEET As on 31.03.2011 ` As on 31.03.2010 `
SCHEDULE -E INVESTMENTS
Quoted (at Cost) Long Term Investments Trade Investment 1) 225 Equity Shares of ` 10/- each of M/s Sundaram Brake Lining, fully paid up Other than Trade 2) 5000 (Previous year 5000) Equity shares of ` 10/- each of M/s Jai Prakash Hydro-power Ltd. 3) 5000 (Previous year 5000) Equity Shares of Alok Industries Ltd. of ` 10/- each fully paid up
2,250
2,250
185,591 290,542
185,591 290,542
Unquoted (At Cost) Trade Investments 1) 46,810 Equity Shares of ` 10/- each (Previous year 46,810 equity shares) of M/s ACL Components Ltd.,fully paidup 2) 3,60,003 Equity Shares of ` 10/- each (Previous year 3,60,003 equity shares) of M/s JMA Rane Marketing Ltd., fully paidup 1,02,381 Equity Shares of ` 10/- each (Previous year 1,02,381 equity shares) of M/s Jullundur Auto Sales Corporation ltd fully paidup
838,870 3,600,030
838,870 3,600,030
3)
2,750,730
2,750,730
Other Than Trade 4) 604 Equiry Shares of ` 10.00 each of M/s Jonas Woodhead & Sons (India) Limited fully paid up 5) Proportionate share in ordinary shares of ` 10/each ` 7.50 per share paid up of Lahore,Sialkot, Kashmir Transport Ltd. held in the name of JMA/the partner of which were Late L.Bindra Ban and Smt. Lal Devi at nominal value (uncalled liability ` 91.25)
6,040
6,040
Quoted (At Cost) Other than Trade 6) 7) 8) 9) Nil (Previous year 39,435.78 units of ` 10/- each of DSP Black Rock Top 100 Equity Fund) Nil (Previous year 51,308.36 units of ` 10/- each of Franklin India Flexi Cap Fund - dividend) Nil (Previous year 46,341.35 units of ` 10/- each of Prudential ICICI Dynamic Plan Fund - Dividend) Nil (Previous year 51,051.92 units of ` 10/- each of Reliance Equity Opertunities Fund - dividend) 644,578 1,000,000 1,000,000 1,000,000 1,500,000
10) Nil (Previous year 61,473.91 units of ` 10/- each of TATA Infrastruture Fund Dividend)
| 27 |

SCHEDULES FORMING PART OF THE BALANCE SHEET As on 31.03.2011 ` 11) Nil (Previous year 9,301.25 units of ` 10/- each Reliance Diversified Power fund -Dividend) 12) Nil (Previous year 22,333.52 units of ` 10/- each ICICI Prudential Infrastructure Fund- Dividend) 13) Nil (Previous year 70848.282 units of DSP BlackRock World Gold Fund- Growth of ` 10/- each) 14) Nil (Previous year 25 units of ` 100000/- each DSP Contingencies Early redeemable Debenture series 2008 /CZ) 15) Nil (Previous year 500000 units of ` 10/- each of SBI Debt Fund Series 13 months-9-institutional Dividend) 16) 250000 units of Kotak Mahindra FMP 18 Mds Series 3 of ` 10/- each 17) 300 Bonds(previous year 300 Bonds) of IIFCL of ` 100000/- each 18) 100 Bonds of Indian Rail Financial Corporation Ltd. Of ` 100000/- each 19) Nil (Previous year 3 Debentures of Barkely of ` 1000000/-) 20) Nil (Previous year 811635.61 units of Reliance Regular Saving Fund Debt of ` 10/- each) 21) Nil (Previous year 16679.266 units of Tempelton India Short Term Income Plan) 22) Nil (Previous year 69272.916 units of ICICI Prudential FMCG Fund of ` 10/- each) 23) 4,26,101.26 units of HDFC MIP Short Term Plan ` 10/- each 24) 5,00,000 Units of IDFC FMP 370 Days of ` 10/- each 25) 4 Units of Morgen Stanley India Capital Fund ` 1000000/- each 26) 5,00,000 units of ICICI Prudential FMP series 53 1 year Plan A of ` 10/- each Less : Provision for Loss on account of fall in the value of Investments TOTAL NOTES:1) Aggregate value of quoted investments Cost Market Value 2) Aggregate value of unquoted investments Cost (Shares) Cost (Bonds) Cost (Debt Instruments & Debentures) Cost (Equity and Debt Mutual Funds) NAV (Equity & Debt Mutual Funds) | 28 | 2,500,000 30,375,000 10,000,000 5,000,000 5,000,000 4,044,120 5,000,000 --------------------------------------------------------69,593,174 6,040 --------------------------------------------------------69,587,134 =============== ============== 478,383 322,250 7,195,671 40,375,000 16,544,120 5,000,000 4,841,746 As on 31.03.2010 ` 500,000 422,550 1,050,439 2,550,000 5,000,000 2,500,000 30,375,000 10,000,000 3,033,090 10,000,000 17,944,529 2,079,775 -------------------------------------------------------98,274,015 6,040 -------------------------------------------------------98,267,975 ============== ============== 478,383 500,200 7,195,671 40,375,000 13,083,090 37,141,871 36,906,732

SCHEDULE F INVENTORIES
Goods-in Transit (Lower of cost or Net realisable value) Finished Goods (Lower of cost or Net realisable Value) TOTAL 828,953 285,743,317 ----------------------------------------------------------286,572,270 =============== =============== 1,342,046 233,124,366 ----------------------------------------------------------234,466,412 =============== ===============
SCHEDULE G SUNDRY DEBTORS (UNSECURED)

Exceeding six months 1) 2) Considered Good Considered doubtful Less : Provision for Doubtful debts 773,701 773,701 ----------------------------------------------------------7,339,398 331,106,180 ----------------------------------------------------------338,445,578 =============== =============== 508,166 508,166 ----------------------------------------------------------7,937,187 322,055,126 ----------------------------------------------------------329,992,313 =============== ===============
Other Debts 1) Considered Good {Including ` 963,758/- (Previous year ` 2,314,291/-) due from companies in which Directors are interesed} TOTAL
SCHEDULE H CASH AND BANK BALANCE

Cash in Hand Cheques in Hand Balance with Scheduled Banks in Current Accounts Fixed Deposit with Bank TOTAL 4,073,771 24,921,120 181,468,096 61,050,790 ----------------------------------------------------------271,513,777 =============== =============== 4,103,593 18,745,906 127,618,109 9,550,790 ----------------------------------------------------------160,018,398 =============== ===============
SCHEDULE I LOANS AND ADVANCES(UNSECURED)

(Considered Good unless otherwise stated) Advances recoverable in cash or in kind or for value to be received (` 93,479/- Considered dobtful Previous year ` 32,957/-) Less : Provison for Doubtful Advances Net Fair value of Plan Assets over present value of Obligation in respect of Gratuity Advance Income Tax-Net Security Deposits Claims Lodged Interest accrued but not due TOTAL 17,965,606 27,466,637
93,479 -----------------------------------------------------------
17,872,127 2,247,872 3,834,345 3,341,942 9,332,111 1,848,137 ----------------------------------------------------------38,476,534 =============== ===============
32,957 -----------------------------------------------------------
27,433,680 1,479,794 2,641,206 3,906,240 353,718 ----------------------------------------------------------35,814,638 =============== ===============
| 29 |

SCHEDULE J CURRENT LIABILITIES

Sundry Creditors Due to Micro and Small Enterprises Due to others than Micro and Small enterprises Other Liabilities Interest accrued but not Due Liability towards Investors Education and Protection Fund under Section 205C of the Companies Act, 1956, not due for deposit Unpaid Dividend Due to Directors TOTAL 3,531,834 8,147,360 ----------------------------------------------------------394,032,211 =============== =============== 2,799,893 7,208,664 ----------------------------------------------------------343,767,584 =============== =============== 14,188,348 304,840,258 61,857,374 1,467,037 15,918,235 257,940,112 59,170,835 729,845
SCHEDULE K PROVISIONS
Provision for Income Tax- net TOTAL ----------------------------------------------------------=============== =============== 2,313,581 ----------------------------------------------------------2,313,581 =============== ===============
SCHEDULES FORMING PART OF THE PROFIT & LOSS ACCOUNT
SCHEDULE M OTHER INCOME

Miscellaneous Income Profit on sale of Fixed Assets (Net) Rent Received Dividend Received Profit on Sale of Shares Previous year Adjustments Interest Received Profit on Redemption of units of Mutual Funds TOTAL 1,150,308 142,380 6,541,232 140,229 2,685,000 2,739,135 ----------------------------------------------------------13,398,284 =============== =============== 527,803 246,521 141,780 8,010,945 1,142,167 105,870 1,232,973 702,348 ----------------------------------------------------------12,110,407 =============== ===============
| 30 |

SCHEDULES FORMING PART OF THE PROFIT & LOSS ACCOUNT As on 31.03.2011 ` As on 31.03.2010 `
SCHEDULE N ESTABLISHMENT CHARGES

Salary and Bonus Contribution to Providend Fund, Group Insurance Fund, Employee State Insurance etc. Other Misc charges on PF, Gratuity etc. Employees Group Gratuity Cost Employees Welfare & Training Expenses Commission Directors Staff Members Provision for Gratuity- Managing Director TOTAL 8,147,360 6,015,641 1,471,590 ----------------------------------------------------------88,136,607 =============== =============== 7,208,664 7,401,591 667,226 ----------------------------------------------------------75,944,585 =============== =============== 61,114,964 6,677,186 543,226 1,277,697 2,888,943 50,735,343 5,688,838 494,811 1,351,299 2,396,813
SCHEDULE O ADMINISTRATIVE AND OTHER EXPENSES

Rent Rates & Taxes Electricity and water charges Rebates and Write Offs (Net of Recovery) Travelling & Conveyance Insurance Repairs & Renewals Building Others Directors Sitting Fees Sales Tax and Surcharge on Sales Tax Auditors Remuneration Audit Fees Tax Audit Fees Certification & Other Charges Fees for limited Review Travelling Expenses Miscellenous Expenditure Loss on Sale of Fixed Assets (Net) TOTAL 137,875 34,469 66,181 11,030 5,631 ----------------------------------------------------------255,186 27,888,401 22,357 ----------------------------------------------------------60,330,615 =============== =============== 137,875 34,469 66,181 11,030 48,956 ----------------------------------------------------------298,511 23,727,908 ----------------------------------------------------------52,321,441 =============== =============== 814,071 1,535,706 ----------------------------------------------------------2,349,777 335,000 1,052,083 108,742 1,255,752 ----------------------------------------------------------1,364,494 300,000 1,465,528 9,172,651 102,669 2,248,610 1,552,447 14,974,154 377,280 8,539,651 383,019 1,804,206 2,962,660 11,143,036 332,428
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SCHEDULES FORMING PART OF THE PROFIT & LOSS ACCOUNT As on 31.03.2011 ` As on 31.03.2010 `
SCHEDULE P INTEREST AND FINANCE CHARGES (Net)

Interest - Cash Credit Fixed Deposits (Managing Directors) Fixed Deposits (Directors) Fixed Deposits (Others) Finance Charges 5,117 1,449,090 800,392 5,011,369 391,119 ----------------------------------------------------------7,657,087 2,142,629 1,149,450 13,616 952,553 765,919 5,324,501 1,105,118 ----------------------------------------------------------8,161,707
Less : Interest Received on Fixed Deposits in Banks (Tax deducted at source ` 1,99,857/- Previous year ` 1,21,341/-) Interest Received others TOTAL
2,142,629 67,532 1,216,982 ------------------------------ ------------------------------ ------------------------------ ----------------------------------------------------------- ------------------------------ ------------------------------ -----------------------------5,514,458 6,944,725 =============== =============== =============== ===============
SCHEDULE- Q INCREASE/DECREASE IN STOCK

Opening Stock : Finished Goods Closing Stock : Finished Goods Decrease (Increase) in stock 285,743,317 ----------------------------------------------------------(52,618,951) =============== =============== 233,124,366 ----------------------------------------------------------(39,438,115) =============== =============== 233,124,366 193,686,251
| 32 |

SCHEDULE- L : NOTES ON ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES
1) SIGNIFICANT ACCOUNTING POLICIES a) ACCOUNTING CONVENTION : The accounts are prepared on accrual basis under the historical cost convention in accordance with the accounting standards refered to in section 211(3C) of the Companies Act, 1956 and other relevant provisions of the said Act. FIXED ASSETS Fixed assets are shown in accounts at historical cost less depreciation. DEPRECIATION Depreciation on building, plant and machinery is provided for on Straight Line basis and on other fixed assets on Written Down Value basis as per the rates specified in Schedule XIV to the companies Act, 1956. INTANGIBLE ASSETS Intangible Assets are stated at cost less accumulated amount of amortisation. AMORTISATION Lease hold Land is amortised over the period of lease. Intangible assets are amortised on straight line method over the estimated useful life. INVENTORIES Finished goods and Goods in Transit are valued at cost or estimated realizable value, whichever is lower. INVESTMENTS Long Term Investments are carried at Cost. However if there is a decline other than temporary in the value of long term investments, the carrying amount is reduced to recognise the decline. Current investments are carried out at lower of cost and fair value. EMPLOYEES BENEFITS Defined Contribution Plan The Companys Provident Fund Scheme and ESI plans are defined Contribution Plans and the Companys Contribution paid/ payable is recognised as expense in the Profit and Loss Account during the period in which the employees render the related service. Defined Benefit Plan (a) The Companys Gratuity is Defined Benefit Plan. The Company s Liability towards Gratuity is determined using the Projected Unit Credit Method which recognises each period of service as giving rise to additional unit of Employee Benefit Entitlement. The Gratuity scheme is operated through Group Gratuity Scheme of LIC. (b) The liabilities are provided based on Actuarial Valuation certified by LIC. Actuarial gains and losses are charged to Profit and Loss Account. SALES AND OTHER INCOME Revenue from sale of goods is recognised when the property in the goods is transferred to the buyer. The Sales are reflected net of sales tax, returns and trade discount. Cash discount received is recognised in the books at the time of making the payments to suppliers. PURCHASES Purchases are net of incentive and commission received from suppliers and include claims rejected and goods short received. Incentive and commission from principals are recognised as and when no significant uncertainity exists regarding their collectability.
b) c)
d) e)
f)
g)
h) 1.
2.
i)
j)
| 33 |

k) FOREIGN EXCHANGE TRANSACTIONS Transactions in foreign currencies are recorded at exchange rates prevailing on the date of respective transactions. IMPAIRMENT OF ASSETS At each Balance Sheet date an assessment is made whether any indication exists that an asset has been impaired. If any such indication exists, an impairment loss, if material, i.e. the amount by which the carrying amount of an asset exceeds its recoverable amount is provided in the books of account.
l)
m) ACCOUNTING FOR TAXES ON INCOME The accounting treatment followed for taxes on income is to provide for Current Tax and Deferred Tax. Current Tax is the aggregate amount of income tax determined to be payable in respect of taxable income for the period. Deferred tax is the tax effect of timing differences between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. n) PROVISION AND CONTINGENCIES LIABILITIES : i) Provision is recognised (for liabilities that can be measured by using a substantial degree of estimation) when: a) the company has a present obligation as a result of a past event. b) a probable outflow of resources embodying economic benefits is expected to settle the obligation ; and c) the amount of the obligation can be reliably estimated. ii) Contingent liability is disclosed in case there is ; a) possible obligation that arises from past events and existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the enterprise ; or b) a present obligation arising from past events but is not recognised (i) when it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligations ; or (ii) a reliable estimate of the amount of the obligation cannot be made.
II. 1
NOTES ON ACCOUNTS Segment Reporting The company is dealing in one class of goods i.e. automobile parts & accessories and located in one country i.e. India. Since the company operates in a single business/ geographical segment information required by AS-17 issued by ICAI is not required to be given. a) There are contingent liabilities in respect of following items: No outflow is expected in view of the past history relating to these items :i) Uncalled Liability on partly paid shares ` 91/- (Previous Year ` 91/-) ii) Guarantees given to bank for loans to JMA Rane Marketing Limited ` 300,00,000/- (Previous year ` 300,00,000/-) iii) Claims not acknowledged ` 8,77,443/- (Previous year ` 8,77,443/-). Estimated amount of contracts remaining to be executed on Capital Account is ` 286,38,482/- (Previous year ` 1,03,46,831/-) Demand raised by Sales Tax being disputed by the Company ` 85,38,784/- (Previous Year ` 1,11,77,752/-).
2.
b) c) 3 4
Intangible assets which comprise of software licences have been amortised @ 25% on straight line method as the useful life thereof has been estimated to be not more than four years. In accordance with Accounting Standard -28 Impairment of Assets, the company has assessed as on the Balance Sheet date, whether there are any indications (listed in paragraph 8 to 10 of the Standard) with respect to the impairment of any of the assets. Based on such assessment it has been ascertained that no
| 34 |

potential loss is present and therefore, formal estimate of the recoverable amount has not been made. Accordingly no impairment loss has been provided in the books of account. 5 The inforamtion required to be disclosed under Micro,Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been indentified on the basis of information available with the company. There are no over due to parties on account of principals amount and /or interest and accordingly no additional disclosures have been made. Related Party Disclosure Key Managment Personnel & Relatives 1. Mr.Virat Sondhi, Managing Director Mrs. Santosh Sondhi (Wife) 2. Mr.Deepak Arora, Jt.Managing Director Mrs. Shuchi Arora (Wife) Miss Aditi Arora (Daughter) Miss Ashana Arora (Daughter) Mr. Navneet Arora (Brother)
Related Parties Name Associates M/s Jullundur Auto Sales Corporation Ltd. M/s JMA Rane Marketing Ltd. M/s ACL Components Ltd Transactions with Related Parties Nature of Transaction
Nature of Transactions Purchase and Sale of Auto Parts Sale of Auto Parts Purchase of Auto Parts Associates Key Relative of Management Key Personnel Management Personnel 15,547,723 12,295,966 1,449,090 952,553 55,000 50,000 17,390,000 11,169,000 1,022,827.00 786,706.00 2,929,902 2,613,883 30,000 25,000 32,130,000 27,047,000 Total
Purchase Sales Remuneration/Professional Charges Interest Paid on Deposits Sitting Fees Bank Guarantee Given Deposit at the end of year Balance outstanding at the end of year Debit Balance outstanding at the end of year Credit
Current year Previous year Current year Previous year Current year Previous year Current year Previous year Current year Previous year Current year Previous year Current year Previous year Current year Previous year Current year Previous year
12,417,786 9,669,704 5,702,810 5,167,893 30,000,000 30,000,000 963,758 2,314,291 3,043,096 1,292,157
12,417,786 9,669,704 5,702,810 5,167,893 16,570,550 13,082,672 4,378,992 3,566,436 85,000 75,000 30,000,000 30,000,000 49,520,000 38,216,000 963,758 2,314,291 3,043,096 1,292,157
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7 Deferred Tax : Deferred Tax is recognised on timing difference, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Major components of deferred tax are as follows: As on 31st March, 2011 Deferred Tax Liability arising due to Timing Difference due to Depreciation Less: Deferred Tax Asset arising on account of timing difference Due to disallowances u/s 43B of the Income Tax Act,1961 Due to provision for doubtful debt Due to unpaid Gratuity provison Total 8 290,648 288,051 1,530,495 ---------------------------------------------------------1,323,900 =============== =============== Sh.Virat Sondhi Current year Salary Perquisites Commission on Net Profit Total b) 2,400,000 1,477,389 4,073,680 7,951,069 Previous year 1,675,000 1,071,904 3,604,332 6,351,236 299,250 179,923 1,051,675 ---------------------------------------------------------1,777,348 =============== =============== Sh.Deepak Arora Current year 2,100,000 1,422,975 4,073,680 7,596,655 Previous year 1,340,000 1,000,398 3,604,332 5,944,730 3,433,094 As on 31st March, 2010 3,308,196
The particulars of Salary and perquisites paid to Directors of the company are as under: a) Particulars
Computation of Net Profit under Section 349, 350, 198(1) of the Companies Act,1956 for the purpose of calculating Directors Commission: Profit before tax as per Profit & Loss A/c 190,540,417 Add : 1) Directors Sitting Fees 335,000 2) Directors Remuneration(including commission) 15,547,724 15,882,724 ---------------------------------------------------------------------------------------------------------206,423,141 Less : Profit on Sale of Shares/ Mutual Funds 2,739,135 Profit for Directors Commission purpose: 203,684,006 Directors commission payable @ 2% to Sh. Virat Sondhi (MD) Remuneration paid (excluding commission) to Sh. Virat Sondhi Maximum remuneration payable @ 5% to Sh. Virat Sondhi Remuneration Paid/ Payable to Sh.Virat Sondhi Directors commission payable @ 2% to Sh. Deepak Arora (Jt,MD) Remuneration paid (excluding commission) to Sh. Deepak Arora Maximum remuneration payable @ 5% to Sh. Deepak Arora Remuneration Paid/ Payable to Sh. Deepak Arora 4,073,680 3,877,389 10,184,200 7,951,069 4,073,680 3,522,975 10,184,200 7,596,655
| 36 |

9 Current Investments which are purchased and sold during the year : Name of Investment HDFC Cash Management Mutual Fund DSP Black Rock Short Term Plan DSP Black Rock Fixed Maturity Plan 3 months DSP Black Rock Money Manager Mutual Fund ICICI Prudential Flexi Income Plan Kotak Floater Plan Kotak Flexi Debt Fund IDFC Fixed Maturity Plan Monthly Plan IDFC Money Manager Fund Tempelton India Long Term Fund Tata Floater Fund Reliance Interval Fund Reliance Money Manager Fund 10 Earning Per Share : Earning per share has been computed as under : 2010-11 Net Profit after tax for the year 2010-11 Total Equity Shares outstanding at the end of the year Weighted average number of Equity Shares Earning per share (Basic and Diluted) Face value per share 130,191,286 2,981,805 2,981,805 43.66 10.00 2009-10 114,742,417 2,981,805 2,981,805 38.48 10.00 No. of Units 2124132.740 982318.270 500000.000 4988.601 94574.063 2480207.950 1495030.730 300000.000 2639547.390 1258354.010 729702.670 249955.080 78477.589 At Cost 21,300,000 10,000,000 5,000,000 5,000,000 10,000,000 25,000,000 15,000,000 30,000,000 26,500,000 13,500,000 7,360,000 2,500,000 78,600,000
11 Employees Benefits under Accounting Standard -15 (Revised) Employee Benefits notified in the Companies (Accounting Standards) Rules 2006 : Defined Contribution Plan Contribution to Defined Contribution Plan, are charged off for the year as under: Employers Contribution to Providend Fund 4,667,542 Employers Contribution to Employees State Insurance 1,787,628 Employers Contribution to Employee Deposit linked Insurance 222,016 Defined Benefit Plan Gratuity : The Employees gratuity fund scheme is managed by Life Insurance Corporation of India. The present value of obligation is determined based on Actuarial valuation by Life Insurance Corporation of India. Gratuity (Funded) 2010-11 2009-10 I Expense recognised in the statement of Profit and Loss Account for the year ended 31st March, 2011 Current service Cost Interest Cost Expected return on Plan Assets Net Acturial (gain)/Loss Total Expense Actuarial (Gain) /Loss recognised Net Asset/(Liability) recognised in the Balance Sheet Present value of obligations at the end of year Fair Value of Plan assets as at the end of year Funded Status Net Asset/(Liability) recognized in Balance Sheet | 37 | 954,816 876,548 (1,151,758) 598,091 1,277,697 598,091 12,679,565 14,927,437 2,247,872 2,247,872 849,373 841,011 (977,649) 638,564 1,351,299 638,564 10,956,856 12,436,650 1,479,794 1,479,794
II III

IV Changes in Present value of obligations Present Value of Obligation at the beginning of the year 10,956,856 10,512,638 Current Service Cost 954,816 849,373 Interest Cost 876,548 841,011 Actuarial (Gain)/Loss 598,091 638,564 Benefits paid (706,746) (1,884,730) Defined Benefits Obligation at year end 12,679,565 10,956,856 Changes in Fair Value of assets Fair value of plan at the beginning of the year 12,436,650 10,933,096 Expected return on plan assets 1,151,758 977,649 Actuarial (Gain)/ Loss NIL NIL Employer Contribution 2,045,775 2,410,635 Benefits paid (706,746) (1,884,730) Fair value of plan at year end 14,927,437 12,436,650 Actuarial Assumptions Mortality Table (LIC) Discount Rate (per annum) 8% 8% Expected rate of return on plan assets (Per annum) 8% 8% Rate of Salary escalation in salary (per annum) 6% 6% The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. Gratuity Funds are managed by Life Insurance Corporation of India, individual investment wise details of plan assets are not provided by them.
VI
12 Figures of the previous year have been regrouped/rearranged wherever considered necessary to make them comparable with the current years figures. 13 Figures in brackets reflect negative. 14 Information as required pursuant to the provision of the Part-II of Schedule VI of Companies Act,1956 as certified by the Management and relied upon by the Auditor:a) The Company deals in only one class of goods i.e. automobile parts and accessories and the figure of sales is ` 277,36,74,113/- (Previous year ` 243,63,89,839/-) b) Since the company is dealing in one class of goods i.e. automobile parts and accessories, the quantitative information of goods traded in has not been given as the type of automobile parts are numerous. None of the individual items account for 10% or more of the total value of opening stock, purchases, sales and closing stock. Current year Previous year 15 Expenditure in foreign currency Travelling Expenses 988,423 Nil 16 Earnings in Foreign Currency F.O.B. value of export 17 C.I.F. value of Imports As per our report attached For V.P.Vijh & Co. Chartered Accoutants (FRN No.001248N) (R K Gupta) Partner Membership No.: 016274 Place : Gurgaon Date : 10.08.2011 | 38 | Deepak Arora Jt.Managing Director Virat Sondhi Managing Director NIL NIL NIL NIL
N P Singh DGM- Accounts & Finance
Vijay K .Singhal Company Secretary

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2011
Particulars A. 2010-2011 ` 2009-2010 ` 169,465,147 4,161,691 8,161,707 ----------------------------------------------------246,521 1,142,167 702,348 141,780 2,449,955 8,010,945 ----------------------------------------------------12,323,398 ----------------------------------------------------181,788,545
CASH FLOW FROM OPERATING ACTIVITIES & EXTRAORDINARY ITEMS Net Profit before Tax 190,540,417 Add: Depreciation 4,112,253 Loss on Sale of Fixed Assets 22,357 Interest Paid 7,657,087 11,791,697 --------------------------------------------------------------------------------------------------------202,332,114 Less: Profit on Sale of Fixed Assets 0 Profit on Sale of Shares 0 Profit on redemption of mutual funds 2,739,135 Rent Received 142,380 Interest Received 4,827,629 Dividend Received 6,541,232 14,250,376 --------------------------------------------------------------------------------------------------------Operation Profit before Working Capital Changes 188,081,738 CHANGING IN OPERATING ASSETS AND LIABILITIES Inventories -52,105,858 Sundry Debtors -8,453,265 Loans & Advances 1,172,449 Current Liabilities 50,264,627 ----------------------------------------------------Cash Generated from operations Less: Interest Paid Direct Tax Paid NET CASH FLOW FROM OPERATING ACTIVITIES 7,657,087 66,950,505 -----------------------------------------------------
12,693,716 ----------------------------------------------------169,094,829
-9,122,047 ----------------------------------------------------178,959,691 74,607,592 ----------------------------------------------------104,352,099
-41,464,133 -79,458,844 -11,499,506 99,075,690 -----------------------------------------------------
-33,346,793 ----------------------------------------------------135,748,036 63,702,051 ----------------------------------------------------72,045,985
8,161,707 55,540,344 -----------------------------------------------------
C.
CASH FLOW FROM INVESTING ACTIVITIES Purchase of Investments Purchase of Fixed Assets Sale of Fixed Assets Profit on Sale of Shares Profit (loss) on redemption of mutual funds Rent Received Interest Received Dividend Received CASH FLOW FROM FINANCING ACTIVITIES Acceptance of Deposit Dividend Paid
28,680,841 -20,987,118 129,454 0 2,739,135 142,380 4,827,629 6,541,232 ----------------------------------------------------5,932,000 -20,862,273 -----------------------------------------------------
22,073,553 ----------------------------------------------------126,425,652 -14,930,273 ----------------------------------------------------111,495,379 111,495,379 160,018,398 271,513,777
-53,001,247 -10,703,305 708,703 1,142,167 702,348 141,780 2,449,955 8,010,945 ----------------------------------------------------12,240,000 -24,419,939 -----------------------------------------------------
-50,548,654 ----------------------------------------------------21,497,331 -12,179,939 ----------------------------------------------------9,317,392 9,317,392 150,701,006 160,018,398
D.
Net Decrease in Cash and Cash Equivalent Cash and Cash Equivalent at the beginning of the year Cash and Cash Equivalent at the end of the year As per our report attached For V.P.Vijh & Co. Chartered Accoutants (FRN No.001248N) (R K Gupta) Partner Membership No.: 016274 Place : Gurgaon Date : 10.08.2011
Deepak Arora Jt. Managing Director N P Singh DGM-Accounts & Finance
Virat Sondhi Managing Director Vijay K .Singhal Company Secretary
| 39 |

BALANCE SHEET ABSTRACT AND COMPANYS GENERAL BUSINESS PROFILE:
I REGISTRATION DETAILS REGISTRATION NO. BALANCE SHEET DATE 33943 31.03.2011 STATE CODE 5
II
CAPITAL RAISED DURING THE YEAR (Amount in ` ) PUBLIC ISSUE BONUS ISSUE NIL NIL RIGHT ISSUE PRIVATE PLACEMENT NIL NIL
III
POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amount in ` ) TOTAL LIABILITIES SOURCES OF FUNDS PAID UP CAPITAL SECURED LOANS DEFERRED TAX LIABILITY APPLICATION OF FUNDS NET FIXED ASSETS NET CURRENT ASSETS ACCUMULATED LOSSES 57,309,673 540,975,948 NIL INVESTMENTS MISC EXPENDITURE 69,587,134 NIL 29,818,050 1,323,900 RESERVES & SURPLUS UNSECURED LOANS 560,509,805 76,221,000 667,872,755 TOTAL ASSETS 667,872,755
IV
PERFORMANCE OF THE COMPANY (Amount in ` ) TURNOVER PROFIT BEFORE TAX EARNINGS PER SAHRE 2,773,674,113 190,540,417 43.66 TOTAL EXPENDITURE PROFIT AFTER TAX DIVIDEND % 2,596,531,980 130,191,286 60%
GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF THE COMPANY (As per monetary terms) ITEM CODE NO.(ITC CODE) NIL PRODUCT DESCRIPTION AUTO PARTS
Deepak Arora Jt.Managing Director Place : Gurgaon Date : 10.08.2011 N P Singh DGM- Accounts & Finance
Virat Sondhi Managing Director Vijay K .Singhal Company Secretary
| 40 |

NOTES
| 41 |
NOTES

ATTENDANCE SLIP
Folio No. : ............................... No. of Shares held..........................
I/We hereby record my/our presence at the 62nd ANNUAL GENERAL MEETING of the company to be held at its Registered Office, 458-1/16, Sohna Road, Opposite New Court, Gurgaon (Haryana) on Friday, the 30th September, 2011 at 09:30 a.m. or at any adjournment thereof. Name of Shareholder (in Block Letters) .............................................................................................................................. Name of Proxy.................................................................................................................................................................... (to be filled only when Shareholder is appointing Proxy)
Signature of Member/Proxy Notes: 1. Member attending the meeting must fill in this attendance slip and hand it over at the entrance, duly singed. 2. Members are requested to bring their copy of Annual Report at the meeting. 3. PLEASE NOTE NO GIFTS/COUPONS/REFRESHMENT WILL BE GIVEN AT THE MEETING.

PROXY FORM
Folio No. : ............................... No. of Shares held..........................
I/We..................................................................................................................................................................................... R/o....................................................................................................................................................................................... being a Member/Members of the above mentioned company, hereby appoint Sh./Smt................................................. ..............................R/o......................................................................................................................................................... failing him/her Sh./SmtSh./Smt.......................................................................R/o.................................................... ...........................................................................................................as my/our proxy to attend and vote for me/us (in the event of Poll) on my/our behalf at the 62nd ANNUAL GENERAL MEETING of the company to be held at its Registered Office, 458-1/16, Sohna Road, Opposite New Court, Gurgaon (Haryana) on Friday, the 30th September 2011 at 0930 a.m. or at any adjournment thereof. Signed this........................................day of..............................2011.
Affix Rs. 1/Revenue Signature.............................................. Stamp
NOTES: 1. Revenue Stamp of Rs. 1/- is to be affixed on this form. 2. The form should be signed across the stamp as specimen signature register with the company 3. The Proxy form must be deposited with at the Registered Office of the Company, not less than 48 hours before the time for holding the meeting 4. The person to be appointed as proxy need not be a member of the company
| 44 |

Detailed Annual Report 2010-2011

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JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

REGIONAL AND BRANCH OFFICES

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED NOTICE TO SHAREHOLDERS

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

Profit Before Tax

Profit After Tax

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

Reserves & Surplus

Earnings per Share (Rs.)

Book Value Per Share (Rs.)

Return on Net Worth (%)

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED DIRECTORS REPORT TO THE SHAREHOLDERS

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

Mrs. Shuchi Arora Mr. Virat Sondhi 20/03/1962

Mr. Tek Chand Anand

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

Pattern of shareholding as on March 31, 2011:

Phone Nos. : +91-11-2638 7281-83 E-mail: [email protected] Fax: +91-11-2638 7384

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

Place : Gurgaon Date : August 10, 2011

(Virat Sondhi) Chairman & Managing Director

Date : August 10, 2011 Place : Gurgaon

DGM(Accounts & Finance)

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

Place : Gurgaon Date : 10.08.2011

(R.K.Gupta) Patner Membership No.: 016274

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

Place : Gurgaon Date : 10.08.2011

(R.K.Gupta) Patner Membership No.: 016274

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

JULLUNDUR MOTOR AGENCY (DELHI) LIMITED

Place : Gurgaon Date : 10.08.2011

(R.K.Gupta) Patner Membership No.: 016274 | 22 |

590,327,855 76,221,000 1,323,900 ------------------------------------------------------------667,872,755 ================ ===============

480,998,842 70,289,000 1,777,348 ------------------------------------------------------------553,065,190 ================ ===============

95,789,544 38,479,871 -------------------------------------------------------------

75,377,777 34,791,158 -------------------------------------------------------------

Less: Liabilities & Provisions: Liabilities Provisions

540,975,948 ------------------------------------------------------------667,872,755 ================ ===============

414,210,596 ------------------------------------------------------------553,065,190 ================ ===============

Virat Sondhi Managing Director Vijay K. Singhal Company Secretary

SCHEDULE A SHARE CAPITAL

29,818,050 ---------------------------------------------------------29,818,050 =============== ===============

29,818,050 ---------------------------------------------------------29,818,050 =============== ===============

SCHEDULE B RESERVES & SURPLUS

SCHEDULE C - UNSECURED LOANS

SCHEDULE FORMING PART OF THE BALANCE SHEET

SCHEDULE D FIXED ASSETS

Nature of Fixed Assets

Plant & Machinery