Jamna Auto Industries Ltd Directors Report.

Dear Members,

The Directors hereby present the 55th Annual Report and Audited Financial Statements for the financial year ended March 31, 2021.

Financial Results-An Overview

(Rs in crore)

Standalone Consolidated
Particulars Year Ended March 31, 2021 Year Ended March 31, 2020 Year Ended March 31, 2021 Year Ended March 31, 2020
Net Sales 1052.70 1058.82 1079.47 1128.95
PBDIT 141.01 120.09 142.34 130.27
Finance cost 4.42 12.74 5.93 17.26
PBDT 136.64 107.35 136.46 113.01
Depreciation 33.99 38.80 35.58 41.37
PBT 102.65 68.55 100.88 71.64
Provision for current tax 28.68 13.07 31.45 18.01
Provision for deferred tax (2.75) 7.56 (3.52) 5.75
PAT 76.72 47.92 72.96 47.88
Other Comprehensive Income (45.84) 0.14 (0.37) 0.09
Total Comprehensive Income 76.26 48.07 72.60 47.97
Balance brought forward 268 260.75 262.75 255.80
Payment/Provision of dividend including tax 9.95 40.82 9.95 40.82
Retained earnings 336.86 268.00 328.21 262.75

Operational Review

The year under review was a mix of challenges and opportunities for automobile industry. Despite all the challenges and obstacles we have faced, your Company has shown resilience and continued to support and deliver for its customers. During the year under review, consolidated sales and profits were H1079 crore and H73 crore respectively compared to sales of H1129 crore and profits of H48 crore in the previous year. The Companys performance, during FY 2020-21, towards its medium term Lakshya is explained in the Management Discussion and Analysis (MDA) section in the annual report. For details, members are requested to please see MDA section.

The Company has made 5 year plan named "Lakshya 50XT" with objective of future growth, de risking business and enhancing stakeholder value. Lakshya 50XT has following 4 key targets for FY-26.

1. 50% Revenue from new markets

2. 50 % Revenue from new products

3. 50% Return on Capital Employed

4. 50% Dividend pay-out

Members are requested to refer "Lakshya 5 Year Plan" in the Annual Report.

ICRA Limited ("ICRA") has reviewed the credit rating of the Company and at present the Companys long term credit rating is [ICRA]AA- (pronounced ICRA double A minus) and short term rating as [ICRA]A1+ (pronounced ICRA A one plus). Credit rating assigned to Commercial Paper (CP) issue of the Company is [ICRA] A1+ (pronounced as ICRA A one plus). The outlook on Long Term Rating is stable.

Jai Automotive Components Limited a wholly owned subsidiary company is in process of setting up a Unit at Pant Nagar, Uttarakhand and at Indore, M.P. The Pant Nagar unit is expected to start commercial production by FY 2021-22. The Indore unit is expected to start commercial production by FY 2022-23. Another subsidiary entity of the Company namely Jai Suspension Systems LLP is proposed to be converted into a private limited company in accordance with the provisions of the Companies Act 2013.

During the year under review, R&D team has developed Extralite Springs using technology from Tinsley Bridge Ltd. - U.K. These Extralite Springs are currently under validation.

Material Changes and Commitments

No material changes and commitments affecting the nancial position of the Company occurred between the end of nancial year of the Company to which the nancial statements relate i.e. 31 March, 2021 and the date of this Report i.e. 31 May, 2021. There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations.

Subsidiaries, Joint Ventures and Associate Companies

The Company has two wholly owned subsidiary companies namely Jai Suspensions Limited and Jai Automotive Components Limited and one subsidiary entity namely Jai Suspension Systems LLP. The Board of Directors of the Company reviews the affairs of the subsidiaries. None of the subsidiary is a material subsidiary in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") as on 31 March, 2021. The Policy for determining material subsidiaries is available at the Companys website www.jaispring.com. Consolidated financial statements of the Company as required under Section 129(3) of the Act form part of the Annual Report. A statement containing the salient features of the nancial statements of subsidiaries in form

AOC-1 forms part of the Annual Report.

Dividend and Dividend Distribution Policy

One of the financial goal of the Company under its "Lakshya" target is to distribute 33% of PAT as Dividend or shares buy back or both. An interim dividend of H0.25 per equity share of H1 each was declared and paid during the FY 2020-21. The Directors are pleased to recommend for your consideration a final dividend of H0.50 per equity share of H1 each. Payment of final dividend will be made subject to approval of the members of the Company at the ensuing Annual General Meeting. With the payment of final dividend, the total dividend payment for the FY 2020-21 would be H0.75 per equity share of H1 each. The Dividend Distribution Policy of the Company is available at the Companys website www.jaispring.com.

Transfer to Reserves

The Board does not propose to transfer any amount out of the pro t for the year under review to the general reserve.

Fix Deposits

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Directors and Key Managerial Personnel

The total strength of Board of Directors of the Company is 9 Directors consisting Independent, Executive and Non-executive Directors. The composition of the Board is in conformity with the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. During FY 2020-2021 none of the Independent Director was reappointed. Mr. Gautam Mukherjee was appointed as Independent Director with effect from 31 May, 2021. Mr. Mukherjee holds degree in Bachelor of Arts. He started his career in 1983 as Probationary Officer with State Bank of India (SBI). He served SBI till 1990, when he moved to The Economic Times, as Financial Editor. Thereafter, Mr. Mukherjee has served ICICI Bank as Vice President and its North India Head for Corporate Banking from 1996-2002 and afterwards ING Vysya Bank. Mr. Mukherjee was also associated with the Company as President-Finance from 2008 to 2012.The Board considers that association of Mr. Mukherjee would be of immense benefit to the Company. Proposal for appointment of Mr. Gautam Mukherjee as Independent Director for a period of five consecutive years is being placed for consideration of members of the Company at the ensuing Annual General Meeting. Presently he is serving as an Independent Director on the Board of Directors of Motherson Sumi Systems Limited, SMR Automotive Systems India Limited and Motherson Sumi Wiring India Ltd.

The tenure of appointment of Mr. S. P. S. Kohli as Executive Director was valid till 12 February, 2021. The Nomination and Remuneration Committee and Board of Directors in their meetings held on 5 February, 2021 have approved the re-appointment of Mr. S. P. S. Kohli as Executive Director for further three years effective from 13 February, 2021.

The tenure of appointment of Mr. P.S. Jauhar as Managing Director and CEO of the company is valid till July 31, 2021. The Nomination and Remuneration Committee and Board of Directors in their meetings held on May 31, 2021 have approved the re-appointment of Mr. P.S. Jauhar as Managing Director and CEO for further term of 3 Years effective from August 01, 2021. In compliance with the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. R. S. Jauhar, Director of the Company will retire at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. The Board recommends his re-appointment.

The brief profile of the Directors who are proposed to be appointed / re-appointed, is furnished in the notice of 55th Annual General Meeting in compliance with the provisions of Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards issued by Institute of Company Secretaries of India. Pursuant to the requirements under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is annexed as Annexure-1, which forms part of this Report.

Declaration by Independent Directors

All the independent directors of the Company have submitted their declaration stating that they continue to meet the criteria of independence laid down under Section 149 of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

All the Directors have also confirmed that they have complied with the Companys code of conduct.

Performance Evaluation

Independent Directors of the Company at their meeting held on 25 March, 2021 have done the evaluation of Board as a whole and Non Independent Directors including Chairman. The performance of the Board as a whole, Chairman of the Company and Directors individually was also done by the Board of Directors on basis of Directors participation, contribution, efficiencies, skills, decision making, independence, integrity, ethical conduct, discharge of responsibilities etc.

Meetings of Board of Directors

During the year under review, five meetings of the Board of Directors of the Company were held on 1 April, 2020, 10 June, 2020, 6 August, 2020, 5 November, 2020 and 5 February, 2021 respectively. The complete details about the Boards strength, attendance and remuneration of directors are given under Corporate Governance Report section of this Report.

Directors Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: a) in preparation of the annual accounts of financial year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures. b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period. c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. d) the directors had prepared the annual accounts on a going concern basis. e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively. f) the directors had devised proper systems to ensure compliance of the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors Report

The report of the statutory auditors i.e. M/s S. R. Batliboi & Co; LLP Chartered Accountants does not contain any qualification, reservation or adverse remarks and forms part of this Annual Report. The report read with notes on accounts is self-explanatory and does not call for any further comments.

The report of the secretarial auditors i.e. M/s RSM & Co., Company Secretaries also does not contain any qualification, reservation or adverse remarks. The secretarial audit report is self-explanatory and is attached as Annexure-2. M/s Jangira & Associates, Cost Accountants was appointed as cost auditors of the Company for the FY 2020-21. The cost audit report for the FY 2020-21 would be filed with the Central Government within the prescribed time.

Equity Shares

During the year under review, the Compensation Committee of the Board of Directors has granted stock options under Companys Employee Stock Option Scheme, 2017. Disclosure as required under SEBI (Share Based Employees Benefits) Regulations, 2014 is available on wesite of Company www. jaispring.com.

The Company has not issued any sweat equity shares or equity shares with differential voting rights hence there is no information required to be furnished in terms of provisions of Rule 4(4) and Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

Transfer of amount to Investor Education and Protection Fund

During the year under review, the amount of dividend entitlements which remained unclaimed for seven consecutive years or more and corresponding shares thereof were transferred by the Company to Investor Education and Protection Fund (IEPF). The details of dividends and shares which were transferred to IEPF during the year have been provided under the Corporate Governance section at Annexure-4. The detailed list of shareholders whose dividend or shares has been transferred to IEPF is also available at website of the Company www.jaispring.com.

Business Responsibility Report

Business Responsibility Report in terms of the provisions of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and annexed as Annexure-3.

Management Discussion & Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI Listing Regulations, is presented in a separate section forming part of the Annual Report.

Corporate Governance

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Report and annexed as Annexure-4.

Annual Return

As per Section 134 and Section 92 of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at www.jaispring.com.

Particulars of Employees

The disclosures required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given at Annexure-5 and forms an integral part of this Report. As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the Registered Office during working hours up to the date of ensuing Annual General Meeting.

Corporate Social Responsibility (CSR)

As a responsible organization, the Company believes in earnestly discharging its social responsibility. The Company emphasizes on environment conservation and sustainability, promotion of education, promotion of sports and community outreach as per CSR Policy. Our CSR presence has been established in Haryana (Yamuna Nagar, Gurugram & Kurukshetra), Uttarakhand (Pant Nagar), Jharkhand (Jamshedpur), Maharashtra (Pune), Uttar Pradesh (Lucknow), Madhya Pradesh (Malanpur), Tamil Nadu (Chennai, Pillaipakkam, Hosur), Punjab (Kapurthala), Delhi, Andaman and Nicobar Islands and Lakshwadeep. The Company has adopted 15 villages nationwide and is working with nearly 22 primary and secondary government schools and colleges with over 50,000 beneficiaries in all. Report on CSR activities undertaken by the Company as per CSR Policy for the year ended March 31, 2021 is annexed as Annexure-6 and forms an integral part of this Annual Report. The Companys CSR Policy is available on the website of the Company at www.jaispring.com.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Energy Conservation, Technology Absorption & Foreign Exchange

The particulars as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 form an integral part of this report and is annexed as Annexure –7.

Risk Management Policy

Risk management includes risk identification, analysis, mitigation and control. One of the major objectives of Companys Lakshya is to de-risk the Company from market, operational and other risks. The Company has established a three layer framework for risk identification, evaluation, control, minimize and mitigate the risk. The Board of Directors of the Company has formed a Risk Management Committee. The Committee evaluates risk and suggest actions to be taken to control, minimize & mitigate the risk. Risk management policy of the Company is available at the website of the Company at www. jaispring.com.

Internal Financial Control

M/s Protiviti Risk & Business Consulting are the internal auditor of the Company. The Company has put in place adequate internal control, systems and processes and keeps reviewing their adequacy from time to time. The Company places strong emphasis on best practices in corporate governance.

Vigil Mechanism / Whistle Blower

Pursuant to Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors has established a vigil mechanism for employees to report genuine concerns about unethical behavior, actual or suspected fraud. The Whistle Blower Policy is available at the website of the Company at www. jaispring.com. No complaint was received under Whistle Blower Policy during the year under review.

Related-Party Transactions

During the year under review all Related Party Transactions were made in ordinary course of business and on arms length basis in compliance with the provisions set out in the Companies

Act, 2013 read with the Rules made thereunder and relevant provisions of SEBI Listing Regulations. The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report. There are no materially significant Related Party Transactions of the Company which have potential conflict with the interests of the Company at large. The Board of Directors and Audit Committee review all Related Party Transactions on quarterly basis. The Companys policy on related party transactions is available at the website of the Company at www. jaispring.com.

Form No. AOC-2 for disclosure of particulars of contracts/ arrangements entered into by the Company with Related Parties under Section 188 of the Companies Act, 2013 forms an integral part of this report and attached as Annexure –8.

IPR

During the year under review, Companys application for granting Indian Patent for Air Suspension was approved. The Company has been granted a Patent for an invention entitled "Air Suspension System". During the year under review the Companys trademark "JAI" got registered in Nepal. The Company is copyright holder of more than 90 designs of Leaf and Parabolic spring.

Disclosure for Compliance of Secretarial Standards

The Company is in compliance with the Secretarial Standard-1 (Meetings of Board of Directors) and Secretarial Standard-2 (General Meetings) issued by the Institute of Company Secretaries of India.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

There were no complaints received under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review. The Sexual Harassment Policy of the Company is available at website of the Company at www.jaispring.com.

Details in respect of fraud reported by auditors under Section 143(12) of the Companies Act, 2013

No fraud has been reported by auditors under Section 143(12) of the Comapnies Act, 2013 during the financial year 2020-21.

Appreciation

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors
Place: New Delhi (B. S. Jauhar)
Date: 31 May, 2021 Chairman