INDEX

Page

Notice 02

Directors’ Report 12

Management Discussion & Analysis 14

Corporate Governance 15

Compliance Certificate 21

Conservation of Energy, Technology Absorption

and Foreign Exchange Earnings and Outgo 24

Independent Auditors’ Report 26

Balance Sheet 30

Statement of Profit and Loss 31

Cash Flow Statement 32

Notes to the Financial Statement 33

BOARD OF DIRECTORS

Chairman Mr. J. P. Minda

Managing Director Mr. Ashwani Minda
Director Technical Mr. Anil Minda
Directors Mr. Shiv Raj Singh
Mr. Bharat Bhushan Chadha
Mr. Ashok Panjwani
Mr. Balraj Bhanot

Vice President (Finance) Mr. S K Vijayvergia

Auditors M/s S S Kothari Mehta & Co.

Chartered Accountants

Main Bankers Icici Bank Limited

Kotak Mahindra Bank Limited
Standard Chartered Bank
Yes Bank Limited

Registered Office GI-48, G.T. Karnal Road,
Industrial Area, Delhi -110033

Factories GP-14, Hsiidc Industrial Estate,

Sector-18, Gurgaon-122001, Haryana
Plot No.4, Sector-3, Imt-Manesar,
Distt. Gurgaon-122050, Haryana
D-1(2), Sipcot Industrial Park,
Irungulam Village, Sriperumbudur-602105
Tamil Nadu
Khasra No. 39/14, 15/1, 17/1,
Village & Post Mohammadpur, Jharsa,
Gurgaon-122004, Haryana
Plot No. 67-69 & 70 (Part),
Narasapura Industrial Area,
District-Kolar-563113, Karnataka

Listing of Equity Shares Bombay Stock Exchange Limited

Phiroze Jeejeebhoy Tower,
Dalal Street, Mumbai-400001

Registrar and Share Rcmc Share Registry Pvt. Ltd.

Transfer Agent B-106, Sector -2, Noida, Uttar Pradesh

Annual Report 2012-13 1

JAY USHIN LIMITED
NOTICE the Board of Directors and him. Value of such
perquisites and allowances shall not exceed
Notice is hereby given that 27th Annual General meeting Rs. 6,00,000 per annum.
of the members of Jay Ushin Limited will be held on
Monday, September 30, 2013 at 2.30 P.M. at Clark For the purpose of calculating the above ceiling,
Greens, G-1, Pushpanjali Farms, Dwarka Link Road, perquisites and allowances shall be evaluated
Bijwasan, New Delhi-110061 to transact the following as per Income Tax Rules, wherever applicable.
Business: In the absence of any such Rules, perquisites
and allowances shall be evaluated at actual cost.
ORDINARY BUSINESS Provision for use of the Company’s car for official
1. To receive, consider and adopt the audited Balance duties and telephone at residence (including
Sheet of the Company as at March 31, 2013 and payment for local calls and long distance official
Profit & Loss Account for the year ended on that calls) shall not be included in the computation
date alongwith the Reports of the Auditors and of perquisites and allowances for the purpose of
Directors thereon. calculating the said ceiling.
2. To declare dividend.
RESOLVED FURTHER THAT wherein in any
3. To appoint a Director in place of Mr. Anil Minda, financial year during the currency of tenure of the
who retires by rotation and being eligible, offers above said appointee, the company has no profit or
himself for re-appointment. its profits are inadequate, the above remuneration
4. To appoint a Director in place of Mr. Bharat Bhushan may be paid as minimum remuneration
Chadha, who retires by rotation and being eligible,
RESOLVED FURTHER THAT the Board of
offers himself for re-appointment.
Directors be and is hereby authorised to increase,
5. To appoint Auditors of the Company and to fix their alter and/ or vary the terms and conditions and/
remuneration. or remuneration and perquisites including the
SPECIAL BUSINESS monetary value thereof, subject to the limits as
6. To consider and adopt following resolution with prescribed under Section II of Part II of Schedule
or without modifications as special resolution: XIII of the Companies Act, 1956 and as may be
“RESOLVED THAT pursuant to Sections 198, permitted or authorised in accordance with the
269, 309, 310 read with Schedule XIII and other provisions under the Companies Act, 1956, or any
applicable provisions, if any of the Companies Act, statutory modification(s) or re-enactment thereof.”
1956 (the Act) or any statutory modification(s) or 7. To consider and adopt following resolution with
re-enactment thereof, and other modifications or without modifications as special resolution:
as may be prescribed or imposed by any of the “RESOLVED THAT pursuant to Sections 198,
statutory authorities, consent of the Company be 269, 309, 310 read with Schedule XIII and other
and is hereby accord the re-appointment of Mr. applicable provisions, if any of the Companies Act,
Jaideo Prasad Minda aged 80 years as Whole- 1956 (the Act) or any statutory modification(s) or
time director and Chairman of the Company for a re-enactment thereof, and other modifications
period of 3 years with effect from October 1, 2013 as may be prescribed or imposed by any of the
on the following terms & conditions: statutory authorities, consent of the Company
Remuneration: be and is hereby accord the re-appointment of
a) Salary: Rs. 300,000 per month Mr. Ashwani Minda aged 54 years as Managing
b) Perquisites and Allowances: In addition to the Director of the Company for a period of 3 years
salary, he shall also be entitled to perquisites with effect from October 1, 2013 on the following
and allowances like accommodation (furnished terms & conditions:
or otherwise) or house rent allowance in Remuneration:
lieu thereof, house maintenance allowance, a) Salary: Rs. 300,000 per month
together with the reimbursement of expenses b) Perquisites and Allowances: In addition to the
or allowance for utilities such as gas, electricity, salary, he shall also be entitled to perquisites and
water, furnishings, repairs, servants’ salaries, allowances like accommodation (furnished or
society charges and property tax, medical otherwise) or house rent allowance in lieu thereof,
reimbursement, medical / accident insurance, house maintenance allowance, together with the
leave travel concession for himself and his reimbursement of expenses or allowance for
family, club fees and such other perquisites utilities such as gas, electricity, water, furnishings,
and allowances, in accordance with the Rules repairs, servants’ salaries, society charges and
of the Company or as may be agreed to by property tax, medical reimbursement, medical /

2 Annual Report 2012-13

 accident insurance, leave travel concession for 9. To consider and adopt following resolution with
himself and his family, club fees and such other or without modifications as special resolution:
perquisites and allowances, in accordance with “RESOLVED THAT pursuant to the provisions of
the Rules of the Company or as may be agreed to Section 81(1A) and subject to all other applicable
by the Board of Directors and him. Value of such provisions of the Companies Act, 1956 (including
perquisites and allowances shall not exceed Rs. any amendments thereto or re-enactment
6,00,000 per annum. thereof) (the “Companies Act”), subject to the
For the purpose of calculating the above ceiling, enabling provisions of the Memorandum and
perquisites and allowances shall be evaluated Articles of Association of the Company, the listing
as per Income Tax Rules, wherever applicable. agreements entered into by the Company with
In the absence of any such Rules, perquisites the stock exchanges where the Company’s equity
and allowances shall be evaluated at actual cost. shares of face value of Rs.10/- each (the “Equity
Provision for use of the Company’s car for official Shares”) are listed and subject to any approvals,
duties and telephone at residence (including consents, permissions and sanctions, as may be
payment for local calls and long distance official necessary, from the Government of India (“GOI”),
calls) shall not be included in the computation the Reserve Bank of India (“RBI”), the rules,
of perquisites and allowances for the purpose of regulations, guidelines, notifications and circulars
calculating the said ceiling. prescribed by the Securities and Exchange Board
of India (“SEBI”), the GOI, RBI and any other
RESOLVED FURTHER THAT wherein in any
competent authorities, including the Securities
financial year during the currency of tenure of the
and Exchange Board of India (Issue of Capital
above said appointee, the company has no profit or
and Disclosure Requirements) Regulations, 2009,
its profits are inadequate, the above remuneration
as amended (the “ICDR Regulations”), the
may be paid as minimum remuneration.
provisions of the Foreign Exchange Management
RESOLVED FURTHER THAT the Board of Act, 1999, as amended (“FEMA”) and regulations
Directors be and is hereby authorised to increase, thereunder including the Foreign Exchange
alter and/ or vary the terms and conditions and/ Management (Transfer or Issue of Security by a
or remuneration and perquisites including the Person Resident Outside India) Regulations, 2000,
monetary value thereof, subject to the limits as the Issue of Foreign Currency Convertible Bonds
prescribed under Section II of Part II of Schedule and Ordinary Shares (through Depository Receipt
XIII of the Companies Act, 1956 and as may be Mechanism) Scheme, 1993, and subject to the
permitted or authorised in accordance with the approvals, consents, permissions and sanctions of
provisions under the Companies Act, 1956, or any the Ministry of Finance (Department of Economic
statutory modification(s) or re-enactment thereof.” Affairs) and Ministry of Commerce & Industry
8. To consider and adopt following resolution with (Foreign Investment Promotion Board I Secretariat
or without modifications as special resolution: for Industrial Assistance) and all other ministries,
“RESOLVED THAT pursuant to the provisions of departments or other authorities of the GOI, SEBI
Sections 16, 94 and all other applicable provisions, if and any other competent authorities and subject
any, of the Companies Act, 1956 (the ‘Act’) (including to such conditions and modifications as may be
any statutory modification(s) or re-enactment(s) prescribed by any of them while granting such
thereof for the time being in force), the Authorised approvals, permissions, consents and sanctions
Share Capital of the Company be and is hereby and which may be agreed to by the Board of
increased from Rs. 50,000,000 (Rupees Five Crore) Directors of the Company (hereinafter referred to
divided into 5,000,000 (Fifty Lakh) equity shares as the “Board”, which term shall include any
of Rs. 10/- (Rupees Ten) each to Rs. 150,000,000 committee thereof), consent of the Board be and is
(Rupees Fifteen Crore) divided into 15,000,000 (One hereby accorded to create, offer, issue and allot in
Crore Fifty Lakh) equity shares of Rs. 10/- (Rupees one or more tranches, whether rupee denominated
Ten) each ranking pari passu with the existing equity or denominated in foreign currency, in the course
shares of the company and that the existing clause V of international and/or domestic offering(s) in one
of the Memorandum of Association of the Company or more foreign markets and/or domestic market,
be altered and substituted as follows: for a value of up to Rs. 750,000,000/- (Rupees
V. The Authorised Share Capital of the Company Seventy Five crore only), representing such
is Rs. 150,000,000/- (Rupees Fifteen Crore number of Equity Shares pursuant to Right issues,
only) divided into 15,000,000 (One crore further Public issue, Global Depository Receipts
Fifty Lakh) equity shares of Rs. 10/- (Rupees (GDRs), American Depository Receipts (ADRs),
Ten) each”. Foreign Currency Convertible Bonds (FCCBs),

Annual Report 2012-13 3

JAY USHIN LIMITED
and/or Equity Shares through Depository Receipt institutions placement in terms of Chapter VIII
Mechanism and/or Fully Convertible Debentures of the ICDR Regulations (hereinafter referred
(FCDs) and/or Non Convertible Debentures to as “Eligible Securities” within the meaning
(NCDs) with warrants, or any other financial of the ICDR Regulations), the allotment of the
instruments convertible into or linked to Equity Eligible Securities, or any combination of Eligible
Shares and/or any other instruments and/ Securities as may be decided by the Board shall be
or combination of instruments with or without completed within twelve months from the date of
detachable warrants with a right exercisable by this resolution or such other time as may be allowed
the warrant holders to convert or subscribe to the under the ICDR Regulations from time to time at
Equity Shares or otherwise, in registered or bearer such price being not less than the price determined
form (hereinafter collectively referred to as the in accordance with the pricing formula provided
“Securities”) or any combination of Securities to under Chapter VIII of the ICDR Regulations and
any person including foreign I resident investors the Eligible Securities shall not be eligible to be
(whether institutions, incorporated bodies, mutual sold for a period of twelve months from the date of
funds and I or individuals or otherwise), foreign allotment, except on a recognized stock exchange,
institutional investors, venture capital funds, or except as may be permitted from time to time
foreign venture capital investors, qualified foreign under the ICDR Regulations. The Company
investors, alternative investment funds, multilateral may, in accordance with applicable law including
and bilateral financial institutions, state industrial Regulation 85(1) of the ICDR Regulations, as
development corporations, insurance companies, amended, offer a discount of not more than 5%,
provident funds, pension funds, insurance funds or such percentage as permitted under applicable
set up by army, navy, or air force of the Union of law, to the price calculated in accordance with the
India, insurance funds set up and managed by the pricing formula provided under Chapter VIII of the
Department of Posts, India, development financial ICDR Regulations.
institutions, Indian mutual funds, non-resident RESOLVED FURTHER THAT in the event that
Indians, promoters, members of group companies, Equity Shares are issued to qualified institutional
Indian public, bodies corporate, companies (private buyers under Chapter VIII of the ICDR Regulations,
or public) or other entities, authorities, and I or the relevant date for the purpose of pricing of the
any other categories of investors, whether they Equity Shares shall be the date of the meeting in
be holders of Equity Shares of the Company or which the Board decides to open the proposed
not (collectively called the “Investors”) including issue of Equity Shares and at such price being not
allotment in exercise of a green shoe option, if less than the price determined in accordance with
any, by the Company, through public issue(s), the pricing formula provided under Chapter VIII of
private placement(s) or a combination thereof, the ICDR Regulations.
including issuance of Securities through a qualified
RESOLVED FURTHER THAT in the event that
institutions placement under Chapter VIII of the
convertible securities and/or warrants which are
ICDR Regulations, at such time or times, at such
convertible into Equity Shares of the Company
price or prices, at a discount or premium to the
are issued simultaneously with non-convertible
market price or prices, including discounts as
debentures to qualified institutional buyers under
permitted under applicable law including pursuant
Chapter VIII of the ICDR Regulations, the relevant
to Regulation 85(1) of the ICDR Regulations in
date for the purpose of pricing of such securities,
such manner and on such terms and conditions
shall be the date of the meeting in which the Board
including security, rate of interest, conversion etc.,
decides to open the issue of such convertible
as may be decided by and deemed appropriate by
securities and/or warrants simultaneously with non-
the Board in its absolute discretion including the
convertible debentures and at such price being not
discretion to determine the categories of investors
less than the price determined in accordance with
to whom the offer, issue and allotment shall be made
the pricing formula provided under Chapter VIII of
to the exclusion of all other categories of investors
at the time of such issue and allotment considering the ICDR Regulations.
the prevailing market conditions and other relevant RESOLVED FURTHER THAT in the event the
factors wherever necessary in consultation with Securities are proposed to be issued as FCCBs,
the lead managers, or other advisor(s) for such ADRs or GDRs, the relevant date for the purpose
issue(s), as the Board in its absolute discretion of pricing the Securities shall be the date of the
may deem fit and appropriate. meeting in which the Board decides to open the
RESOLVED FURTHER THAT if any issue issue of such Securities in accordance with the
of Securities is made by way of a qualified Issue of Foreign Currency Convertible Bonds and

4 Annual Report 2012-13

Ordinary Shares (through the Depositary Receipt RESOLVED FURTHER THAT the Board is hereby
Mechanism) Scheme, 1993 and other applicable authorized to appoint lead managers, managers,
pricing provisions issued by the Ministry of Finance. underwriters, guarantors, bankers, lawyers,
RESOLVED FURTHER THAT without prejudice to depositories, custodians, registrars, transfer and
the generality of the above, the aforesaid Securities exchange agents, listing agents, trustees and all
may have such features and attributes or any such agencies as may be involved or concerned
terms or combination of terms in accordance with in such offerings of Securities and to remunerate
international practices to provide for the tradability them by way of commission, brokerage fees
and free transferability thereof as per the prevailing or the like and also to enter into and execute all
practices and regulations in the capital markets such arrangements, agreements, memorandum,
including but not limited to the terms and conditions documents etc. with such agencies and also to
in relation to payment of interest, additional interest, seek the listing of such Securities on one or more
premium on redemption, prepayment and any other stock exchange(s) in India and/or abroad
debt service payments whatsoever including terms RESOLVED FURTHER THAT the Board is hereby
for issue of additional Equity Shares or variation authorised to issue and allot such number of Equity
of the conversion price of the Securities during the Shares as may be required to be issued and allotted
duration of the Securities and the Board be and is upon conversion of any Securities or as may be
hereby authorised in its absolute discretion in such necessary in accordance with the terms of the
manner as it may deem fit, to dispose off such of offering, all such Equity Shares ranking pari passu
the Securities that are not subscribed. with the existing Equity Shares of the Company in
RESOLVED FURTHER THAT: all respects
a) the Securities to be so created, offered, issued RESOLVED FURTHER THAT for the purpose of
and allotted shall be subject to the provisions of giving effect to the above, the Board be and is hereby
the Memorandum and Articles of Association of authorised to determine the form, terms and timing
the Company; and of the issue(s), including the class of Investors to
b) the Equity Shares that may be issued by the whom the Securities are to be allotted, number
Company shall rank pari passu with the existing of Securities to be allotted in each tranche, issue
Equity Shares of the Company in all respects. price, face value, discount(s) permitted under the
applicable law (now or hereafter), premium amount
RESOLVED FURTHER THAT the issue of
on issue / conversion of Securities / exercise of
Securities which are convertible into Equity Shares
warrants / redemption of Securities, rate of interest,
shall, inter alia, be subject to the following terms
redemption period, listing on one or more stock
and conditions:
exchange(s) in India and/or abroad as the Board in
a) in the event of the Company making a bonus its absolute discretion deems fit and to make and
issue by way of capitalisation of its profits or accept any modifications in the proposal as may be
reserves prior to the allotment of the Equity required by the authorities involved in such issues
Shares, the number of Equity Shares to be in India and/or abroad, to do all acts, deeds matters
allotted shall stand augmented in the same and things and to settle any questions or difficulties
proportion in which the Equity Share capital that may arise in regard to the Issue(s).
increases as a consequence of such bonus
RESOLVED FURTHER THAT for the purpose of
issue and the premium, if any, shall stand
giving effect to the above resolutions, the Board
reduced pro tanto;
be and is hereby authorized to do all such acts,
b) in the event of the Company making a rights deeds, matters and things including but not limited
offer by issue of Equity Shares prior to the to finalization and approval of preliminary as well
allotment of the Equity Shares, the entitlement as final offer document(s), placement document
to the Equity Shares shall stand increased in the or offering circular, as the case may be, execution
same proportion as that of the rights offer and of various transaction documents, creation of
such additional Equity Shares shall be offered mortgage / charge in accordance with Section
to the holders of the Securities at the same price 293(1)(a) of the Companies Act, 1956, in respect
at which the same are offered to the existing of any Securities as may be required either on pari
shareholders; and passu basis or otherwise as it may in its absolute
c) in the event of any merger, amalgamation, discretion deem fit and to settle all questions,
takeover or any other re-organisation, the difficulties or doubts that may arise in regard to the
number of Equity Shares, the price and the time issue, offer or allotment of Securities and utilization
period as aforesaid shall be suitably adjusted. of the issue proceeds as it may in its absolute

Annual Report 2012-13 5

JAY USHIN LIMITED
discretion deem fit without being required to seek b) the contract is falling within the provisions of
further consent or approval of the members or Section 297 of the Companies Act, 1956 and
otherwise to the end and intent that the members provisions of Section 198, 269, 309, 314 and
shall be deemed to have given their approval 295 are not applicable in the proposed contract;
thereto expressly by authority of this resolution. and
RESOLVED FURTHER THAT for the purpose of c) the Company and its Directors have complied
giving effect to the above, the Board be and is hereby with the provisions of Section 173, 287, 299,
authorized to take all such actions and give all such 300, 301 and other applicable provisions of
directions as may be necessary or desirable and the Companies Act, 1956 with regard to the
also to settle any questions, difficulties or doubts proposed contract.”
that may arise in regard to the creation, offer, issue RESOLVED FURTHER THAT the Board of
and allotment of securities and utilization of issue Directors be and hereby authorised to do all such
proceeds as it may in its absolute discretion deem fit acts, deeds or things as may be necessary to
without being required to seek any further approval/ give effect to the above resolution subject to the
consent of members or otherwise and further to compliance of terms of the said approval letter.”
do all such acts, deeds, matters and things and to 11. To consider and adopt following resolution with
execute all such deeds, documents and writings or without modifications as special resolution:
as may be necessary, desirable or expedient in “RESOLVED THAT subject to the approval of
connection with the issue of Securities. the members and pursuant to Section 297 of the
RESOLVED FURTHER THAT the Board is hereby Companies Act, 1956 and approval of the Regional
authorized to delegate (to the extent permitted by Director, Ministry of Corporate Affairs no. 4/288/T-
law) all or any of the powers herein conferred to any 1/2013/D/3629 dated June 26, 2013 and other
committee of directors or any executive director or applicable provisions, to enter into a contract with
any other officer or officer of the Company to give M/s Jushin Enterprises to enter into contract for
effect to the aforesaid resolutions.” purchase of tools, moulds, jigs and fixtures and
special purpose machines(movable machines) and
10. To consider and adopt following resolution with
also sale various auto components for a period
or without modifications as special resolution:
from 23.4.2013 to 31.03.2016 as per the terms and
“RESOLVED THAT pursuant to Section 297 of
conditions set out in the agreement entered into with
the Companies Act, 1956 and approval of the
the latter and approved by the Regional Director.
Regional Director, Ministry of Corporate Affairs
no. 4/286/T-1/2013/3630 dated June 26, 2013 RESOLVED FURTHER THAT it is hereby confirmed
and other applicable provisions, to enter into a that:
contract with M/s Modern Engineering Works for a) the Contract entered into with M/s Jushin
availing of job work on various auto components, Enterprises is competitive, at arm’s length,
sub-assemblies, semi finished products which are without conflict of interest and is not less
based on specialized designs and drawings of advantageous to it as compared to similar
confidential nature for a period from 23.4.2013 to contracts with other parties and the Company
31.03.2016 as per the terms and conditions set out has not made any default under Section 297 of
in the agreement entered into with the latter and the Companies Act, 1956 in the past and there
approved by the Regional Director. is no default in repayment of any of company’s
debts (including public deposits) or debenture
RESOLVED FURTHER THAT it is hereby or interest payable thereon and has filed its up
confirmed that: to date balance sheet and annual return with
a) the Contract entered into with M/s Modern the Registrar of companies;
Engineering Works is competitive, at arm’s
length, without conflict of interest and is not b) the contract is falling within the provisions
less advantageous to it as compared to similar of Section 297 of the Companies Act, 1956
contracts with other parties and the Company and provisions of Section 198, 269, 309, 314
has not made any default under Section 297 of and 295 are not applicable in the proposed
the Companies Act, 1956 in the past and there contract; and
is no default in repayment of any of company’s c) the Company and its Directors have complied
debts (including public deposits) or debenture with the provisions of Section 173, 287, 299,
or interest payable thereon and has filed its up 300, 301 and other applicable provisions of
to date balance sheet and annual return with the Companies Act, 1956 with regard to the
the Registrar of companies; proposed contract.”

6 Annual Report 2012-13

 RESOLVED FURTHER THAT the Board of Notes:
Directors be and hereby authorised to do all such 1. A MEMBER ENTITLED TO ATTEND AND
acts, deeds or things as may be necessary to VOTE AT THE MEETING, IS ENTITLED TO
give effect to the above resolution subject to the APPOINT A PROXY, TO ATTEND AND VOTE
compliance of terms of the said approval letter.” INSTEAD OF HIMSELF AND THE PROXY
12. To consider and adopt following resolution with NEED NOT BE A MEMBER OF THE COMPANY.
or without modifications as special resolution: PROXIES, IN ORDER TO BE EFFECTIVE,
RESOLVED THAT pursuant to Section 297 of the MUST BE RECEIVED AT THE REGISTERED
Companies Act, 1956 and approval of the Regional OFFICE OF THE COMPANY NOT LESS THAN
Director, Ministry of Corporate Affairs no. 4/287/T- 48 HOURS BEFORE THE COMMENCEMENT
1/2013/D/3631 dated June 26, 2013 and other OF THE MEETING. A PROXY FORM IS SENT
applicable provisions, to enter into contract with M/s HEREWITH.
Jaycon Engineers to enter into contract for purchase 2. Explanatory Statement pursuant to Section 173(2)
of tools, moulds, jigs and fixtures and special purpose of the Companies Act, 1956 in respect of Special
machines(movable machines) and also sale various Business set out in the notice is annexed.
auto components for a period from 23.4.2013 to 3. Secretarial Compliance Certificate obtained
31.03.2016 as per the terms and conditions set out pursuant to Section 383A of the Companies Act,
in the agreement entered into with the latter and 1956 read with the Companies (Compliance
approved by the Regional Director. Certificate) Rules, 2001 shall be placed at the
RESOLVED FURTHER THAT it is hereby meeting.
confirmed that: 4. Pursuant to section 154 of the Companies
a) the Contract entered into with M/s Jaycon Act, 1956, the Register of Members and Share
Engineers is competitive, at arm’s length, Transfer Books of the Company will remain closed
without conflict of interest and is not less from Monday, September 23, 2013 to Monday,
advantageous to it as compared to similar September 30, 2013 (both days inclusive).
contracts with other parties and the Company
5. Members are requested to notify immediately any
has not made any default under Section 297 of
change in their address and/or the bank mandate
the Companies Act, 1956 in the past and there
details to the Company’s Registrar and Share
is no default in repayment of any of company’s
Transfer Agent for shares held in physical form
debts (including public deposits) or debenture
and to their respective Depository Participants for
or interest payable thereon and has filed its up
shares held in electronic form.
to date balance sheet and annual return with
the Registrar of companies; 6. All documents referred to in the accompanying
Notice and Explanatory Statement are open for
b) the contract is falling within the provisions inspection at the Registered Office of the Company
of Section 297 of the Companies Act, 1956 on all working days between 11.00 A.M. to 1.00
and provisions of Section 198, 269, 309, 314 P.M. upto the date of the Annual General Meeting
and 295 are not applicable in the proposed and shall also be available during the meeting.
contract; and
7. Members are requested to convert their shares
c) the Company and its Directors have complied lying in Physical Form to Electronic Form for easy
with the provisions of Section 173, 287, 299, transferability of shares.
300, 301 and other applicable provisions of
8. Members holding the shares in Physical Form and
the Companies Act, 1956 with regard to the
desirous of making nominations are requested to
proposed contract.”
write to the Registrar & Share Transfer Agent to
RESOLVED FURTHER THAT the Board of that effect.
Directors be and hereby authorised to do all such 9. a) Pursuant to the provisions of section 205A of
acts, deeds or things as may be necessary to the Act and the introduction of Section 205C
give effect to the above resolution subject to the of the Companies Act, 1956, the Company
compliance of terms of the said approval letter.” has transferred unclaimed dividend upto
Registered Office: By order of the Board of Directors the financial year ending March 31, 2005 to
GI-48 G.T. Karnal Road Jay Ushin Limited Investors Education and Protection Fund set up
Industrial Area by Govt. of India. The amount of dividend for
Delhi-110033 the subsequent years i.e from the financial year
Place : Gurgaon Ashwani Minda ended March 31, 2006 and onwards, remaining
Date : August 14, 2013 Managing Director unclaimed for a period of seven years from the

Annual Report 2012-13 7

JAY USHIN LIMITED
date of transfer to Unpaid dividend account JPM Tools Limited, Anu Industries Limited, Jay Iron
of the Company shall be transferred to the & Steels Limited, JNJ Electronics Limited, Jay Fe
Investor Education and Protection Fund set up Cylinders Limited, Jay Nikki Industries Limited, Jay
by the Government of India and no payments Autocomponents Limited, Jay Ace Technologies
shall be made in respect of any such claims. Limited, JPM Gas Limited, Lizer Cylinders Limited, JPM
b) Members who have not encashed their dividend Power and Minerals Limited, Jay Iber Medior Limited,
cheque/draft/warrant(s) for the financial year JPM Renewable Energy Limited, Pawar Textiles Pvt.
ended March 31, 2006 and onwards, are Limited, Nalhati Foods Products Pvt. Limited, Brilliant
requested to claim the amount forthwith from Jewels Pvt. Limited, MAA Samleswari Industries Private
the Company. The dividend declared for the Limited, JPM Farms Private Limited, Anusha Estates
financial year 2005-06 is in the process of Pvt. Limited, JPM Tsukada Pvt. Limited. and Jay Iber
transfer to IEPF. Pvt. Limited.
10. The Ministry of Corporate Affairs has undertaken The Company has achieved a phenomenal growth
a ‘Green Initiative in Corporate Governance’ and under his leadership. Your Board recommends this
allowed companies to share documents with its resolution for your approval for a further period of 3
shareholders through the electronic mode. In years as whole time Director.
view of the MCA’s Green Initiative for paperless None of the Directors of the Company other than Mr.
Communications the members are requested Jaideo Prasad Minda, Mr.Anil Minda and Mr. Ashwani
to kindly register their email addresses with our Minda (related to each other) are concerned or interested
Share Transfer Agents, RCMC Share Registry in the said resolution.
Private Limited. E-mail id- shares@rcmcdelhi.
The information as required in term of Companies Act,
com to receive any future correspondences from
1956 is appended herein below:-
the Company. Members are requested to support
this green initiative by registering/updating their Nature of the Industry: The Company is engaged in the
e-mail addresses, in respect of shares held manufacturing of autocomponents parts for its various
in dematerialized form with their respective customers viz., Maruti Suzuki India Limited, Hero
Depository Participants and in respect of shares MotoCorp Limited, Honda Cars India Limited, Hyundai
held in physical form with the Company or its Motors India Limited, Honda Motorcycle and Scooter
Share Transfer Agent. India Pvt. Ltd. The autocomponents industry is a high
technology industry with continuous advancement of
ANNEXURE TO THE NOTICE technology.
EXPLANATORY STATEMENT PURSUANT TO Date of Commercial Production: The Company Commenced
SECTION 173(2) OF THE COMPANIES ACT, 1956 its commercial production on August 01, 1989.
ITEM NO. 6 Financial Performance: During the last three years, the
Mr. Jaideo Prasad Minda was re-appointed as the Company’s turnover has increased from Rs.45,263
whole-time director (Chairman) of the Company w.e.f Lakhs during the year 2010-11 to Rs. 51,651 Lakhs
October 1, 2010 for a period of 3 years. The Company during the year 2012-13 showing the growth 14.11%.
was promoted by Mr. Jaideo Prasad Minda in the year Foreign investment or collaboration if any:
1986. Mr. Jaideo Prasad Minda is associated with the The company has entered into a Joint Venture
Company since incorporation as promoter Director Agreement with U-shin Limited, Japan having 26%
and Chairman. During his tenure as the Chairman, stake in the equity shares of the Company.
the Company has made significant all round progress
II. Information about the appointee
including planning, process, operations, turnover and
profitability. 1. Background Details: The appointee is B.E.
(Electrical) from BITS, Pilani and has about 56 years
The present term of Mr. Jaideo Prasad Minda as whole-
of experience in manufacturing and marketing of
time director (Chairman) expires on September 30,
automotive components.
2013. The Board of Directors in its meeting held on
August 14, 2013 has recommended the reappointment 2. Past Remuneration: Mr. Jaideo Prasad Minda has
of Mr. Jaideo Prasad Minda as whole time director drawn the following monthly remuneration before
(Chairman) of the Company for a period of three years proposed resolution in the remuneration from Jay
w.e.f October 01, 2013 on the terms and conditions and Ushin Limited as Whole time director (Chairman):
payment of remuneration as set out in the resolution. Salary: Rs. 250,000 per month
Mr. Jaideo Prasad Minda also holds directorship Perquisites and allowances: Not to exceed
in other companies are JNS Instruments Limited, Rs. 6,00,000 per annum.

8 Annual Report 2012-13

3. Job profile and his suitability: The appointee will be the resolution.
reappointed as whole time director and Chairman Mr. Ashwani Minda also holds directorship in other
and is responsible for the management of the Companies are JNS Instruments Limited, JPM
whole of affairs of the Company. Keeping in view Automobiles Limited, JPM Tools Limited, Anu Industries
of his experience and knowledge, he is best suited Limited, Jay Iron & Steels Limited, JNJ Electronics Limited,
for the position. Jay Fe Cylinders Limited, Jay Nikki Industries Limited,
4. Remuneration Proposed: The detail of the Jay Autocomponents Limited, Jay Ace Technologies
remuneration proposed is mentioned in the Limited, JPM Gas Limited, Lizer Cylinders Limited, JPM
resolution. Power and Minerals Limited, Jay Iber Medior Limited,
Pawar Textiles Pvt. Limited, Anusha Estates Pvt. Limited,
5. Pecuniary relationship directly or indirectly with
Nalhati Foods Products Pvt. Limited, Brilliant Jewels Pvt.
the company or relationship with the managerial
Limited, MAA Samleswari Industries Private Limited,
personnel, if any: Except to the extent of his
JPM Farms Pvt. Limited, JPM Tsukada Pvt. Limited. and
employment with the Company and being a
Jay Iber Pvt. Limited.
relative of Mr. Ashwani Minda, Managing Director
and Anil Minda, Director of the Company, The Company has achieved towards a substantial
Mr. Jaideo Prasad Minda does not have any growth of the Company.
pecuniary relationship directly or indirectly with Your Board recommends this resolution for your
the Company or relationship with the Management approval for a further period of 3 years as whole time
personnel except to the extent of his shareholding Director.
in the Company. None of the Directors of the Company other than Mr.
The re-appointment of Mr. Jaideo Prasad Minda as Jaideo Prasad Minda, Mr. Anil Minda and Mr. Ashwani
Whole-time director and Chairman and payment Minda (related to each other) are concerned or interested
of remuneration are required to be approved by in the said resolution.
Members of the Company as a Special resolution The information as required in term of Companies Act,
due to the following reasons:- 1956 is appended herein below:-
(a) Mr. Jaideo Prasad Minda has attained the age Nature of the Industry: The Company is engaged in the
of 80 years and his re-appointment is to be manufacturing of autocomponents parts for its various
approved by a Special resolution passed in customers viz., Maruti Suzuki India Limited, Hero
the general meeting as required by Part-I(c(ii)) MotoCorp Limited, Honda Cars India Limited, Hyundai
to Schedule XIII and Part-II, section II, para Motors India Limited, Honda Motorcycle and Scooter
(B)(iv) to Schedule XIII to the Companies Act, India Pvt. Limited etc. The Autocomponents industry is a
1956. high technology industry with continuous advancement
(b) As per the provisions contained in Part-III of of technology.
Schedule XIII and Section 309 to the Act, the Date of Commercial Production: The Company Commenced
appointment and remuneration referred to in its commercial production on August 01, 1989.
Part I & II of this schedule shall be subject to Financial Performance: During the last three years, the
approval by a resolution of the members in Company’s turnover has increased from Rs. 45,263
general meeting. Lakhs during the year 2010-11 to Rs. 51,651 Lakhs
ITEM NO. 7 during the year 2012-13 showing the growth 14.11%.
Mr. Ashwani Minda was re-appointed as the Managing Foreign investment or collaboration if any:
director of the Company w.e.f. October 1, 2010 for a The company has entered into a Joint Venture
period of 3 years. Mr. Ashwani Minda is associated Agreement with U-shin Ltd., Japan having 26% stake in
with the Company since incorporation as a promoter the equity shares of the Company.
Director. During his tenure as the Managing Director, II. Information about the appointee
he has contributed in substantial measure to this 1. Background Details: The appointee is B.Tech from
achievement. IIT, Delhi and has about 31 years of experience
The present term of Mr. Ashwani Minda as Managing in the manufacturing and marketing of automotive
Director expires on September 30, 2013. The Board of components. He looks after finance and commercial
Directors in its meeting held on August 14, 2013 has functions of the Company
recommended the reappointment of Mr. Ashwani Minda 2. Past Remuneration: Mr. Ashwani Minda has drawn
as Managing Director of the Company for a period of the following monthly remuneration before proposed
three years w.e.f. October 01, 2013 on the terms and resolution in the remuneration from Jay Ushin
conditions and payment of remuneration as set out in Limited as Managing Director:

Annual Report 2012-13 9

JAY USHIN LIMITED
Salary: Rs. 250,000 per month the extent of their shareholding in the Company.
Perquisites and allowances: Not to exceed Rs. ITEM NO. 9
6,00,000 per annum. In order to meet the capital expenditure for the projects
3. Job profile and his suitability: The appointee will be of the Company, the Board of Directors in its meeting
reappointed as Managing Director of the Company held on August 14, 2013 had authorized, subject to the
and is responsible for the Management of the approval of the members raising of funds to the tune
affairs of the Company in respect of Finance and of Rs. 75 crore in Indian Rupees or equivalent in any
Commercial function of the Company. foreign currency, in one or more tranches in international
/ domestic markets through Right issue/ Further Public
4. Remuneration Proposed: The detail of the
issue/ QIP / FCCBs / ADRs / GDRs etc, as per the
remuneration proposed is mentioned in the
guidelines of Government of India/reserve Bank of India
resolution.
/ SEBI (Issue of Capital and Disclosure Requirements)
5. Pecuniary relationship directly or indirectly with Regulations, 2009, as amended.
the company or relationship with the managerial
personnel, if any: Except to the extent of his The said resolution is an enabling resolution conferring
employment with the Company and being a authority on the Board to do all acts and deeds, which
relative of Mr. Jaideo Prasad Minda, Whole time may be required to issue/offer Securities of appropriate
director (Chairman) and Anil Minda, Director of the nature at opportune time, including the size, structure,
Company, Mr. Ashwani Minda does not have any price and timing of the Issue(s)/ offer(s) at the appropriate
pecuniary relationship directly or indirectly with the time(s). The detailed terms and conditions for the
Company or relationship with the Management international offering will be determined in consultation
personnel except to the extent of his shareholding with the lead managers, merchant bankers, global
in the Company. business co-ordinators, book-runners, guarantors,
consultants, advisors, underwriters and/or such other
The re-appointment of Mr. Ashwani Minda as intermediaries as may be appointed for the Issue/offer
Managing director and payment of remuneration will be finalized in accordance with applicable guidelines
are required to be approved by Members of in force.
the Company as a Special resolution due to the
following reasons:- Section 81(1A) of the Companies Act and the relevant
clauses of the Listing Agreement with the Stock
a) Re-appointment of the above said appointee is
Exchanges where the Equity Shares of the Company
to be approved by a Special resolution passed
are listed provide, inter alia, that when it is proposed to
in the general meeting as required by Part-II,
increase the issued capital of a Company by allotment
Section II, para B(iv) to Schedule XIII to the
of further shares, such further shares shall be offered
Companies Act, 1956.
to the existing shareholders of such Company in the
b) As per the provisions contained in Part-III of manner laid down in Section 81(1A) of the Companies
Schedule XIII and Section 309 to the Act, the Act unless the shareholders in a General Meeting by
appointment and remuneration referred to in a Special Resolution decide otherwise. Since, the
Part I & II of this schedule shall be subject to resolution proposed in the business of the Notice results
approval by a resolution of the members in in the issue of Equity Shares of the Company to persons
general meeting. other than shareholders of the Company, consent of the
ITEM NO. 8 shareholders is being sought pursuant to the provisions
The Company’s present Authorised Share Capital of the of Section 81(1A) and other applicable provisions of
Company is Rs. 50,000,000/- divided into 5,000,000 Equity the Companies Act and in terms of the provisions of
Shares of Rs.10/- each. In order to meet the eventualities the Listing Agreement executed by the Company with
such as augmenting resources, issue of shares, etc., it the Stock Exchanges where the Equity Shares of the
is proposed to increase the Authorised Share Capital to Company are listed.
Rs. 150,000,000/- divided into 15,000,000 Equity Shares The resolution, if passed, will have the effect of
of Rs. 10/- each. allowing the Board to offer, issue and allot Securities
This requires amendment of Capital Clause V of to the Investors, who may or may not be the existing
Memorandum of Association with the approval of shareholders of the Company.
members by way of Ordinary Resolution. Your Board recommends this resolution for your
Your Board recommends this resolution for your approval.
approval. The Directors of the Company may be deemed to be
None of the Directors of the Company is interested in concerned or interested in the passing of resolution to
the said resolution, save and except as members and to the extent of equity shares/allotted to the companies in

10 Annual Report 2012-13

which they are Directors or members. Save as aforesaid The Central Government in its approval dated June
none of the Directors of the Company is in any way 26, 2013 had, inter-alia, prescribed the Company to
interested in the said resolution. place the proposed contract in the next Annual General
ITEM NO. 10 Meeting of the members for their post facto approval.
Modern Engineering Works is a partnership firm who However, the said approval shall also be available
is involved in the job work on various autocomponents, for inspection by the members on all working days
assemblies, semi finished goods and has entered into between11.00 A.M. to 1.00 P.M. at the registered office
contract with Jay Ushin Limited for availing of job work of the Company.
on various existing auto components, sub-assemblies, Your Board recommends the resolution for your
semi finished products which are based on specialized approval.
designs and drawings of confidential nature for a period None of the Directors of the Company other than Mr.
from 23.4.2013 to 31.03.2016. Jaideo Prasad Minda, Mr. Anil Minda and Mr. Ashwani
Mr. Ashwani Minda (Managing Director) and Mr. Anil Minda (related to each other) are concerned or interested
Minda (Director) are partners in Modern Engineering in the said resolution.
Works (Contractee Company) and therefore the
ITEM NO. 12
proposed contract attracts the provisions of Section 297
Jaycon Engineers is a sole proprietorship firm who
of the Companies Act, 1956. The Company submitted
is involved in the development of tools, moulds,
an application under Section 297 to the Central
jigs & fixtures and special purpose machines and
Government (power delegated to Regional Director,
has entered into contract with Jay Ushin Limited for
Ministry of Corporate Affairs, Noida) for entering into
purchase of tools, moulds, jigs & fixtures and special
contract with Modern Engineering Works.
purpose machines(movable machines) and also sale
The Central Government in its approval dated June various auto components for a period from 23.4.2013
26, 2013 had, inter-alia, prescribed the Company to to 31.03.2016. Mr. Ashwani Minda (Director) is the
place the proposed contract in the next Annual General proprietor of Jaycon Enterprises (Contractee Company)
Meeting of the members for their post facto approval. and therefore the proposed contract attracts the
However, the said approval shall also be available provisions of Section 297 of the Companies Act, 1956.
for inspection by the members on all working days The Company submitted an application under Section
between11.00 A.M. to 1.00 P.M. at the registered office 297 to the Central Government (power delegated to
of the Company. Regional Director, Ministry of Corporate Affairs, Noida)
Your Board recommends the resolution for your for entering into contract with Jaycon Engineers.
approval. The Central Government in its approval dated June
None of the Directors of the Company other than Mr. 26, 2013 had, inter-alia, prescribed the Company to
Jaideo Prasad Minda, Mr.Anil Minda and Mr. Ashwani place the proposed contract in the next Annual General
Minda (related to each other) are concerned or interested Meeting of the members for their post facto approval.
in the said resolution. However, the said approval shall also be available
for inspection by the members on all working days
ITEM NO. 11 between11.00 A.M. to 1.00 P.M. at the registered office
Jushin Enterprises is a sole proprietorship firm who of the Company.
is involved in the development of new components
and has entered into contract with Jay Ushin Limited Your Board recommends the resolution for your
for purchase of autocomponents and PCB and sale approval.
of PCB, Ignition Switch, BD body, Lock Plate, Keys, None of the Directors of the Company other than Mr.
Press Components and Plastic Components for a Jaideo Prasad Minda, Mr. Anil Minda and Mr. Ashwani
period from 23.4.2013 to 31.03.2016. Mr. Anil Minda Minda (related to each other) are concerned or interested
(Director) is the proprietor of Jushin Enterprises in the said resolution.
(Contractee Company) and therefore the proposed
Registered Office: By order of the Board of Directors
contract attracts the provisions of Section 297 of
GI-48 G.T. Karnal Road Jay Ushin Limited
the Companies Act, 1956. The Company submitted
Industrial Area
an application under Section 297 to the Central
Delhi 110033
Government (power delegated to Regional Director,
Ministry of Corporate Affairs, Noida) for entering into Place: Gurgaon Ashwani Minda
contract with Jushin Enterprises. Date: August 14, 2013 Managing Director

Annual Report 2012-13 11

JAY USHIN LIMITED
Directors’ Report
To
The Members,
The Directors are pleased to present Twenty Seventh Annual Report together with the audited accounts of your
Company for the financial year ended March 31, 2013.
FINANCIAL HIGHLIGHTS (Rs.in Lakh)

For the year ended For the year ended

March 31, 2013 March 31, 2012

Turnover (Net of excise) 51,650.72 45,907.31

Profit before interest & depreciation 2,271.50 2,147.67
Finance Charges 742.47 989.77
Profit before depreciation 1,529.03 1,157.90
Depreciation 1,042.93 995.01
Profit before tax 486.10 162.89
Provision for taxation
- Income tax 96.26 35.39
- Tax for earlier years - (19.82)
- Deferred tax liability /(Assets) (75.89) 20.37 (86.39) (70.82)
Profit after tax and prior period items 465.72 233.71
Proposed Dividend 77.29 -
Dividend tax 12.53 -
Transfer to General Reserve 34.92 -
Profit after tax, dividend and transfer to General Reserve 341.00 233.71
Balance of Profit brought forward 2,404.09 2,170.38
Balance carried to the Balance Sheet 2,745.06 2,404.09

OPERATIONS a dividend of 20% (Rs.2.00 per share) for the approval of

The gross revenue (net of excise) of the Company the shareholders for the year ended March 31, 2013.
for the year was Rs.516.50 Crore as against Rs.
DIRECTORS
459.07 Crore in the previous year. Earnings before
In accordance with the provisions of the Companies Act,
depreciation, interest, tax and amortization (EBDITA)
1956 and the Articles of Association of the Company,
stood at Rs. 22.71 Crore against Rs. 21.48 Crore in the
Mr. Anil Minda and Mr. Bharat Bhushan Chadha shall
previous year.
retire by rotation at the ensuing Annual General meeting
During the year, the Company has invested Rs.16.75 and being eligible, offer themselves for re-appointment.
Crore towards modernisation and expansion of its Mr. Virendar Kumar Chanana shall retire by rotation
Manufacturing facilities as against Rs. 15.84 Crore in and is not willing to be re-appointed.
the previous year. In view of the growth opportunities
Mr. Jun Umehara, nominee director Ushin Ltd., Japan
provided by both the domestic and international
resigned from the board on April 05, 2013. The Board
markets, the Company has made capital investment for
acknowledged his resignation and put on record the
upgradation of facilities and increase in capacities.
appreciation for the services rendered by him.
In the current year the net sales in first quarter was DIRECTORS’ RESPONSIBILITY STATEMENT
Rs. 134.81 Crore as against Rs. 128.08 Crore in the Pursuant to Section 217(2AA) of the Companies Act,
corresponding quarter of the previous year which 1956, the Directors confirm that:-
represent a growth of 5%.
- in preparation of Annual Accounts, the applicable
DIVIDEND accounting standards have been followed and that
The directors of the company are pleased to recommend there are no material departures;

12 Annual Report 2012-13

- accounting policies have been selected and applied EXPLANATION TO AUDITOR’S REMARKS
consistently and judgments and estimates made are The Board has taken note of the Observations made by
reasonable and prudent so as to give a true and fair the Auditors in their Report. The issues raised by them
view of the state of affairs of the Company as at the are being appropriately monitored by the Management
end of financial year and of the profit of the Company regarding strengthening of physical verification process
for that period ; of fixed assets, internal control system for purchase and
- proper and sufficient care has been taken for the use of short term funds for long term purpose.
maintenance of adequate accounting records in PARTICULARS OF EMPLOYEES
accordance with the provisions of the Companies Act, The statement of employees under section 217(2A)
1956 for safeguarding the assets of the Company of the Companies Act 1956, read with the Companies
and for preventing and detecting frauds and other (Particulars of Employees) Rules, 1975, as amended
irregularities; has not been appended as there were no employee
- the Annual Accounts have been prepared on a going during the year covered by the said rules.
concern basis. CONSERVATION OF ENERGY, TECHNOLOGY
EXPANSION ABSORPTION AND FOREIGN EXCHANGE
As a part of the expansion cum modernization plan, All possible measures have been undertaken
the company is now in the process of setting up the successfully by your Company to achieve the desired
manufacturing units at Bhiwadi, Rohtak, IMT Manesar and objective of energy conservation and technology
these locations are nearby the plants of its customers. This absorption. A statement giving details of conservation
will help the company to increase its production and achieve of energy, technology absorption and foreign exchange
growth with value addition to enhance the profitability of earning and outgo in accordance with the Companies
the existing processing unit. The funds required for this (Disclosure of particulars in the report of Board of
programme will be arranged through raising of finance as Directors) Rules, 1988 is annexed as Annexure-III.
a mix of debt and equity. DEPOSITS
MANAGEMENT DISCUSSION & ANALYSIS The Company has not accepted any deposits from the
A detailed analysis of the Company’s performance is public during the year under review.
discussed in the Management Discussion and Analysis LISTING
Report, which forms part of this Annual Report. The Shares of your Company are listed on Bombay
CORPORATE GOVERNANCE Stock Exchange Limited. The Listing fee for the year
Corporate Governance Report as well as Corporate 2013-14 have been paid to the Stock Exchange.
Governance Compliance Certificate are set out as per ACKNOWLEDGEMENTS
Annexure-I to this report. Your Directors would like to express their appreciation
COMPLIANCE CERTIFICATE for the assistance and co-operation received from U-shin
As required under Section 383A of the Companies Act, Ltd., Japan and Shinchang Electrics Co. Ltd., Korea,
1956, a Compliance Certificate has been obtained from financial institutions, banks, government authorities,
Practicing Company Secretary and is attached as per customers, vendors and members and all other
Annexure-II to this report. business associates during the year under review. Your
Directors also wish to place on record their deep sense
COST AUDITORS
of appreciation for the employees of the Company at
The Board has re-appointed M/s. Goyal, Goyal &
all levels, for their whole-hearted co-operation and
Associates, Cost Accountants, New Delhi, as the Cost
unstinted support. The Directors look forward to a bright
Auditors of the Company in accordance with Section 233B
future and further growth with confidence.
of the Companies Act, 1956 for the financial year 2013-14.
AUDITORS For and on behalf of the Board
M/s S S Kothari Mehta & Co., Chartered Accountants, Jay Ushin Limited
the Auditors of the Company, retire at the conclusion of
the ensuing Annual General Meeting and being eligible, Place : Gurgaon J. P. Minda
offer themself for reappointment. Date : August 14, 2013 Chairman

Annual Report 2012-13 13

JAY USHIN LIMITED
MANAGEMENT DISCUSSION & ANALYSIS
INDUSTRY OUTLOOK competitive components.
The Indian economy showed no signs of recovery during 2012-13. SEGMENT WISE PERFORMANCE
Consumer sentiment, which played a significant role in influencing The Company deals with only one segment. Therefore, it does
decisions to buy cars, had become even more negative during not require giving segment wise performance.
the year. The year was burdened by high interest rates and high
RISK AND CONCERNS
inflation. Also the rising fuel prices, caused primarily by depreciation
The continuing uncertainty in global & domestic economy is a
of rupee, increased the cost of vehicle ownership for customers.
key concern. Due to rising competition and growth potential,
During 2012-13, following the increase in diesel prices and
the auto component industry has been exposed to many risks
narrowing of the gap with petrol, the demand for diesel vehicles,
of varying intensity. For instance, the Indian auto components
which was driving volumes in the last year, also started to fall. The
industry is vulnerable to changes in technology and availability
domestic passenger vehicle industry could grow by only 2.2% in
and prices of key raw materials. Similarly, the current state
unit sales in 2012-13. On the cost side, a steep appreciation of the
of competition also increases risks due To competitive
Yen increased the Rupee cost of direct and indirect imports and
forces. However, the industry foresees low risks arising out
royalty. Although there are some benefit on export realizations the
of macroeconomic conditions, changes in government’s
quantum was limited.
investment policies, demand and excess capacity, dependency
FUTURE OUTLOOK on export turnover and changes in infrastructure.
Demographically and economically, India’s automotive
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
industry is well-positioned for growth, servicing both domestic
The Company has established internal control systems, which
demand and, increasingly, export opportunities. A predicted
provides accurate recording of transactions with internal checks,
increase in India’s working-age population is likely to help
internal controls to ensure efficacy of operation, compliance
stimulate the burgeoning market for private vehicles. Rising
with applicable legislation, safeguarding of assets and prompt
prosperity, easier access to finance and increasing affordability
reporting, adherence to proper accounting standards and
is expected to see four-wheelers gaining volumes, although
policies and adherence to management policies, promotion of
two wheelers will remain the primary choice for the majority of
ethical conduct and ensuring compliance with various legal and
purchasers, buoyed by greater appetite from rural areas, the
regulatory provisions. It also provides reasonable assurance
youth market and women. Preference of owning a personal
with regard to safeguarding the Company’s assets, promoting
transport has gone up over the last few years. India, a market
operational productivity. Reports of the internal auditor are
with high potential for the automobile sector, is expected to
reviewed by the senior management and are also placed before
witness a three-fold increase in demand for automobiles by
the audit committee of the directors. Audit committee is reviewing
2020. The Company is looking forward to increased sales of
the internal control systems and procedures periodically. The
OEMs as they are looking at opportunities for export sales in
status of implementations is reviewed by the Committee on a
Southeast Asia, Africa & Middle East.
regular basis and concerns, if any, are reported to the board.
In the short term, volume growth is likely to remain subdued due
to continued concerns on rising inflation especially fuel price, FINANCIAL PERFORMANCE
interest rate. All of our customers have planned major initiatives The Company’s Gross sales during the year was Rs. 593.50
to boost the industry sentiments and accelerate growth in Crore as against Rs. 515.61 Crore in the previous year showing
the year 2013-14 mainly through new launches, campaigns, a growth of 15%.
capacity addition and network expansion and a significant step HUMAN RESOURCES
working toward their global vision. The company feels that all Human resource development happens through the overall
customers of the Company are on growth path and Company HRD framework developed with its constituents as Employee
is confident to meet their increased demand. engagement, Resourcing, performance & compensation
OPPURTUNITIES AND THREATS management, Competency based development, Career &
Indian auto component industry is robustly driven by the growth succession planning and organization building. Employee
in demand for automobiles. India’s growing global integration friendly HR policies & processes - 360 degree evaluation, job
may lead to greater volatility in the macro economy; the rotation, skill level upgradation, training, appropriate reward &
Company is building in flexibility to mitigate the impact of short recognition systems and productivity improvement – provided
term fluctuations in market demand, currency, commodities the right impetus for greater motivation & retention. Your
& fuel prices. There are several advantages which are Company firmly believes that quality and positive attitude of the
available in India to automobile industry such as low-cost, people are the keys to face the ever-growing competition. As on
high-skill manpower with an abundance of engineering talent, March 31, 2013, the company has 557 manpower on its rolls.
well developed globally competitive Auto Ancillary Industry, CAUTION STATEMENT
Established automobile testing and R&D centers, opportunity This report contains forward looking statements. All such
to address the Global Auto Components market while statements are subject to risks of uncertainties. Actual results
leveraging India’s large and growing domestic market. The top could differ materially from those expressed or implied.
risks to be monitored relate to currency fluctuation, industrial Important factors that could make a difference to the Company’s
relations & talent retention, cost & growing competition from operations include raw material availability and prices, cyclical
global players. To take on the challenges imposed by this demand and pricing in the markets, changes in Government
environment, your company has been enhancing its Research regulations, tax regimes, economic developments and other
and Development skills to manufacture high quality & cost incidental factors.

14 Annual Report 2012-13

 Annexure-I to the Director’s Report
CORPORATE GOVERNANCE
(As required by Clause 49 of the Listing Agreement of the Stock Exchanges)

1. Company philosophy on Corporate Governance

Jay Ushin Ltd. (JUL) is committed to adoption of best governance practices, their adherence in true spirit
and conduct its affairs in a manner, which is transparent, clear and evident to those having dealings with or
having a stake in the Company. JUL lays strong emphasis on business ethics in all its dealings. In line with
JUL’s vision and long-term business objectives, all major corporate decisions are taken by the Company’s
professional Board in conjunction with a competent management team, keeping in view the best interest of all
its stakeholders.
2. Board of Directors
The present Board consists of the Executive Chairman, Managing Director, one executive director and five Non-
Executive Independent Directors.
During the year, Six Board Meetings were held on April 23, 2012, May 15, 2012, August 14, 2012, September
01, 2012, December 24, 2012 and February 14, 2013. The composition of the Board of Directors and their
attendance at the Board Meetings during the year and at the last Annual General Meeting as also the number
of other Directorships and Committee Membership as on March 31, 2013 is as follows:
Name of Director Category No. of Attend- No. of other No. of Membership
Board ed last Directorships in Committee
meetings AGM (excluding (***) of other
attended private limited Companies
Companies Member Chair-
and foreign man
companies)
Mr. J. P. Minda Executive Chairman 2 No 14 - -
Mr. Anil Minda Executive Director 6 Yes 14 - -
Mr. Ashwani Minda Managing Director 6 Yes 14 - -
Mr. Shiv Raj Singh Non - Executive Direc- 6 No - - -
tor-Independent
Mr. Bharat Bhushan Non - Executive Direc- 4 Yes 3 2 -
Chadha tor-Independent
Mr. Ashok Panjwani Non - Executive Direc- 5 No - - -
tor-Independent
Mr. Virendra Kumar Non - Executive Direc- 1 No
Chanana tor- Independent 2 1 1
Mr. Balraj Bhanot Non - Executive Direc- 5 Yes - - -
tor-Independent
Mr. Jun Umehara* Nominee Director of 3 No - - -
U-shin Ltd., Japan
Mr. Satoru Gokuda** Nominee Director of - No - - -
U-shin Ltd., Japan
Note : 1. (*) Resigned on April 05, 2013
2. (**) Resigned on May 16, 2012
3. (***) Represents chairmanship/membership of Audit Committee and shareholders Grievance Committee
Meeting.
4. The non-executive directors of the Company do not hold any equity shares of the Company.
Foreign Collaborator U-shin Ltd, Japan is providing technical know-how to the Company. During the year,
the Company paid/credited Rs. 409.68 Lakh (previous year Rs. 385.96 Lakh) towards dividend, technical
consultancy fee, Royalty, Technical assistance fee and reimbursement of Air ticket, visa, trip expenses, testing
charges, freight etc. to U-shin Ltd., Japan. The Company has not sold any fixed assets, during the year as well
as in the previous year to U-shin Ltd.
3. Audit Committee
The Audit Committee has been constituted as per Section 292A of the Companies Act, 1956, and the guidelines
set out in the Listing Agreement in clause 49(II) with Stock Exchange. As on March 31, 2013, the entire Audit

Annual Report 2012-13 15

JAY USHIN LIMITED
Committee comprises of Independent Directors viz. Mr. Bharat Bhushan Chadha (Chairman), Mr. Shiv Raj
Singh and Mr. Ashok Panjwani.
The role and terms of reference of the Audit Committee covers the area as mentioned In Clause 49 (II) of the
Listing Agreement and the Companies Act, 1956. The Audit Committee assures to the Board the adherence
of adequate internal control and financial disclosures and other acts conforming to the requirements of Listing
Agreement with the Stock Exchanges
The Quarterly Financial Statements of the Company are reviewed by the Comittee before submission to the
Board for approval as well as Committee regularly reviews related party transactions, internal audit reports,
appointment / removal/ terms of remuneration of Auditors, management letters issued by the statutory auditors,
management discussion and analysis of financial condition and results of operations apart from other items of
financial management and Company’s business.
Meeting and Attendance
The Audit Committee met Nine times during the year on April 09, 2012, May 15, 2012, June 13, 2012, August
14, 2012, September 01, 2012, December 22, 2012, January 05, 2013, January 25, 2013 and February 13,
2013 and were attended by members as under:
Name of members No. of meetings held No. of meetings attended
Mr. Bharat Bhushan Chadha 9 8
Mr. Shiv Raj Singh 9 8
Mr. Ashok Panjwani 9 6
4. Remuneration Committee
The remuneration committee consists of 3 independent directors viz. Mr. Ashok Panjwani (Chairman), Mr. Shiv
Raj Singh and Mr. Bharat Bhushan Chadha. No meeting of the remuneration committee was required to be held
during the period under review as there were no instances requiring such meetings to be held.
Remuneration Policy
The remuneration for Executive Directors and sitting fee for Non executive directors is fixed within the limits
prescribed under Companies Act, 1956.
The details of remuneration paid to Executive Directors and sitting fee paid\credited to non-executive independent
directors for attending the meetings of the Board and Committees thereof during the year are as under:
Executive Directors (Rs. in Lakh)
Name of the director Salary Perquisites and allowances Total
Mr. J.P. Minda 30.00 5.83 35.83
Mr. Anil Minda 25.62 4.82 30.44
Mr. Ashwani Minda 30.00 5.13 35.13
Mr. Satoru Gokuda 01.00 0.00 01.00
Note:
- No sitting fee has been paid to Mr. J.P. Minda, Mr. Anil Minda, Mr. Ashwani Minda, and Mr. Satoru Gokuda.

Non- Executive Directors (Independent) (Rs.in Lakh)

Name of the director Sitting fees* Other/commission, if any
Mr. Shiv Raj Singh 0.70 Nil
Mr. Bharat Bhushan Chadha 0.60 Nil
Mr. Ashok Panjwani 0.55 Nil
Mr. Virendra Kumar Chanana 0.05 Nil
Mr. Balraj Bhanot 0.25 Nil
Mr. Jun Umehara 0.15 Nil
(*) Inclusive for Board and Committee meetings.

5. Shareholders Committees
The Shareholders and Investors Grievance Committee consists of two independent Directors viz. Mr. Shiv Raj Singh,
Chairman & Mr. Bharat Bhushan Chadha. The Committee looks into the redressal of shareholders and Investors
complaints such as transfer of shares, non receipt of balance sheet, non receipt of declared dividend, etc. Ms. Deepika

16 Annual Report 2012-13

 Singh, Asst. Company Secretary is Compliance officer of the Company. During the year under review, the Company
has received solitary complaint from the shareholders which has been duly resolved.
The Board has also constituted a Share Transfer Committee consisting of three executive directors viz. Mr. J.P.
Minda, Mr. Anil Minda & Mr. Ashwani Minda and Mr. S. K. Vijayvergia, Vice President (Finance). The committee has
delegated the power to the registrar who looks after transfer of equity shares including dematerialization, issue of
duplicate share certificates, transmission of shares, etc.
Shareholders
Disclosure regarding appointment or re-appointment of Directors
The brief background and functional experience of the directors proposed for re-appointment are given
below alongwith the details of the Companies in which they are directors and committees of which they
are members.
1. Mr. Anil Minda
Mr. Anil Minda is aged 56 years. He joined the Company as a Director on March 1, 1988. He is B.Tech.
(Electrical) from Institute of Technology, Banaras Hindu University and has about 36 years of experience in the
manufacturing and marketing of automotive component. He is not a member/Chairman of any Committee(s)
of any other Company. He holds directorship in JNS Instruments Limited, JPM Tools Ltd., Anu Industries
Limited, Jay Iron & Steels Limited, JNJ Electronics Limited, Jay Fe Cylinders Limited, Jay Nikki Industries
Limited, Jay Autocomponents Limited,Jay Ace Technologies Limited, JPM Gas Limited, Lizer Cylinders
Limited, JPM Power and Minerals Limited, Jay Iber Medior Ltd., JPM Renewable Energy Limited, Pawar
Textiles Pvt. Limited, Nalhati Foods Products Pvt. Limited, Brilliant Jewels Pvt. Limited and MAA Samleswari
Industries Private Limited.
2. Mr. Bharat Bhushan Chadha
Mr. Bharat Bhushan Chadha is aged 75 years and was appointed as director on the Board of the Company on
June 2, 1999. He is a Fellow Member of the Institute of Cost and Works Accountants of India and also a member
of the Institute of Internal Auditors, Florida, USA. He retired as the Chairman and Managing Director of ITI Limited.
He has also worked in Steel Authority of India Ltd. as General Manager (Finance). He has more than 53 years
experience in finance, marketing, project implementation, human resource development, industrial relations
and general management. He is visiting faculty in Management Institute and corporate training programme. He
holds other directorships in Delton Cables Limited, Lloyds Metals & Energy Limited, Intex Technologies (India)
Limited, Innovation HR Consultants Pvt. Limited. He is also a member of the Audit Committee and Remuneration
committee in Lloyds Metals & Energy Limited and Intex Technologies (India) Limited.
6. General Body Meetings
Year Date Day Time Location
2010 September 20, 2010 Monday 3 P.M. Clark Greens, G1, Pushpanjali Farms, Dwarka Link
Road, Bijwasan, New Delhi-110061
2011 September 30, 2011 Friday 11 A.M. Clark Greens, G1, Pushpanjali Farms, Dwarka Link
Road, Bijwasan, New Delhi-110061
2012 September 29, 2012 Saturday 2.30 P.M. Clark Greens, G1, Pushpanjali Farms, Dwarka Link
Road, Bijwasan, New Delhi-110061
During the last 3 Annual General Meetings, four special resolutions were passed. Out of them three were
passed in Annual General Meeting for the Financial Year 2009-10 and one for 2010-11. During the last year and
current year, no resolution was passed through Postal Ballot and none of the business required to be transacted
at this AGM is proposed to be passed by postal ballot.
7. Disclosures
i. During the year under review, besides the transactions reported in the Annual Report, there were no other
related party transactions with its promoters, directors and management which are in a potential conflict
with the interest of the Company at large.
ii. The company has laid down the procedure to inform Board members about the risk assessment and
minimization procedures. These procedures are being periodically reviewed to ensure that executive
management controls risk through means of a properly defined framework.
iii. The Company has complied with various rules and regulations prescribed by Stock Exchanges, Securities and
Exchange Board of India and other statutory authorities relating to the capital markets during the last three years.
No penalties or strictures have been passed by them against the Company.
iv. The Board of Directors of the Company has adopted the Code of Conduct for Directors and Senior
Management and the same is posted on the website of the Company.
v. The board has obtained certificates/disclosures from key management personnel confirming that they do

Annual Report 2012-13 17

JAY USHIN LIMITED
not have any material, financial and commercial interest in the transactions with the Company, that may
have a potential conflict with the interest of the Company at large. This disclosure has also been made for
all relations of the first degree by the management to the board.
vi. There were no instances of non-compliances on any matter related to the capital market, during the last three years.
vi. The financial statements have been made in accordance with the Accounting Standards issued by the
Institute of Chartered Accountants of India (ICAI) so as to represent a true and fair view of the state of
affairs of the Company. However, the Auditors have made certain general observations with regard to
the functioning of the Company in their report for the financial year 2012-13 which have been suitably
responded to by the board in its report.
vii. All mandatory requirements as per clause 49 of the listing Agreement have been complied with by the Company.
viii. In terms of Clause 49(V) of the listing Agreements, the Managing Director and the VP (Finance) made
a certification to the Board of Directors in prescribed format for the year under review, which has been
reviewed by the Audit Committee and taken on record by the Board.
ix. CEO/CFO Certification
Mr. Ashwani Minda, Managing Director and Mr. S. K. Vijayvergia, VP (Finance) have certified to the Board that:
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best
of their knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or
contain statements that might be misleading;
(ii) these statements together present a true and fair view of the company’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
(b) These are, to the best of our knowledge and belief, no transactions entered into by the company during
the year which are fraudulent, illegal or violative of the company’s code of conduct.
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and
that they have evaluated the effectiveness of internal control systems of the company pertaining to
financial reporting and they have disclosed to the auditors and the Audit Committee, deficiencies in the
design or operation of such internal controls, if any, of which they are aware and the steps they have
taken or propose to take to rectify these deficiencies.
(d) They have indicated to the Auditors and the Audit committee
(i)   significant changes in internal control over financial reporting during the year;
(ii)  significant changes in accounting policies during the year and that the same have been disclosed
in the notes to the financial statements; and
(iii) instances of significant fraud of which we have become aware and the involvement therein, if any,
of the management or an employee having a significant role in the company’s internal control
system over financial reporting.
The above certificate was placed before the board meeting on May 30, 2013.
8. Means of communication
Quarterly results were published in the newspaper i.e., The Financial Express in English and Jansatta in Hindi.
The relevant information of the Company is also displayed on its website www.jpmgroup.co.in. The Company
has not made any formal presentation to the institutional investors or to the analysts during the year.
9. General Shareholder’s information
i. Date and venue of the : Monday, September 30, 2013
Annual General Meeting Clark Greens, G1, Pushpanjali Farms,
Dwarka Link Road, Bijwasan, New Delhi-110061.
ii. Financial Calendar (tentative and subject to change)
Financial year April 1 to March 31
First Quarter Results By end of July, 2013
Second Quarter results By end of October, 2013
Third Quarter results By end of January, 2014
Fourth Quarter results By end of May, 2014.
iii. Date of Book Closure Monday, September 23, 2013 to Monday,
September 30, 2013 (both days inclusive)
iv. Dividend payment date On or before October 30, 2013
v. Listing on Stock Exchanges
The equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai and the annual
listing fee for the year 2013-14 has been paid. The Company’s applications for listing of 196471, 533029

18 Annual Report 2012-13

 and 293500 equity shares of Rs. 10/- each are pending with The Stock Exchange, Mumbai since the year
June, 2001. The Company has received in principal approval for listings of above shares vide BSE letter
no. DCS/PREF /SM/FIP/297/2006 dt.15.12.06.
vi. Stock Code
Bombay Stock Exchange Ltd. (BSE) : 513252
ISIN : INE289D01015
vii. Stock market data at BSE *
Month BSE
High (Rs.) Low (Rs.) Volume
April, 2012 85.70 57.55 8,616
May, 2012 121.45 88.95 15,082
June, 2012 120.35 107.00 3,318
July, 2012 113.40 90.30 1,085
August, 2012 94.80 82.75 1,042
September, 2012 96.00 77.10 72,201
October, 2012 90.30 80.05 4,601
November, 2012 89.25 81.25 4,140
December, 2012 81.50 74.25 8,604
January, 2013 79.80 63.75 5,208
February, 2013 68.00 62.05 1,436
March, 2013 68.25 63.80 514
* Source: www.bseindia.com
viii. Share Transfer System
The Company’s shares are traded on Bombay Stock Exchange Limited, Mumbai in demat mode. Shares
in physical mode, which are lodged for transfer either with the company or with the Share Transfer Agent,
are processed and subject to exercise of option under compulsory transfer cum-demat-procedure, share
certificates are either dematted or returned within time as prescribed by the authorities.
As regard transfer of dematerialized shares, the same can be effected through the demat accounts of the
transferor/s and transferee/s maintained with recognized Depository participants
ix. Shareholding pattern as on March 31, 2013
Category No. of shares % of shareholding
Promoters, Directors, Directors’ Relative, friends & associates 1,645,988 42.59
Foreign Collaborator- U-shin Ltd., Japan 1,004,645 26.00
NRI 52,084 1.35
Domestic Companies\Bank\ Mutual Funds\Trust 712,859 18.45
Public 448,924 11.61
Total 3,864,500 100.00
x. Distribution of Shareholding as on March 31, 2013
No of equity shares No. of Percentage of No. of shares Percentage of
held shareholders shareholders shareholding
1-500 2,280 92.42 274,386 7.10
501-1000 67 2.72 54,596 1.41
1001-2000 31 1.26 47,796 1.24
2001-3000 16 0.65 39,071 1.01
3001-4000 6 0.24 20,291 0.53
4001-5000 5 0.20 23,045 0.60
5001-10000 9 0.36 66,542 1.72
10001 and above 53 2.15 3,338,773 86.40
Total 2,467 100.00 3,864,500 100.00
xi. Dematerialization of Shares and liquidity
As on March 31, 2013, 25.22% of the Company’s total paid-up equity share capital was held in dematerialized
form and the balance was held in physical form. Shares of the Company are actively traded on Bombay
Stock Exchange Limited, Mumbai and hence have good liquidity.
xii. Outstanding GDR’s / ADR’s: Not issued

Annual Report 2012-13 19

JAY USHIN LIMITED
xiii. MCA’s Green Initiative for Paperless Communications
Ministry of Corporate Affairs (“MCA”) has recently taken a “Green Initiative in Corporate Governance” by
allowing paperless compliances by the companies. We therefore propose to send all the communications,
including Annual Reports, Half-yearly communications etc. henceforth to shareholders in Electronic Form
at the e-mail address provided by them and made available to us by the depositories from time to time.
Kindly register your e-mail address with RCMC Share Registry Private Limited, our Share Transfer Agent. If
your email address is already registered please ignore the above instruction. We wish to inform you that in
addition to getting the documents through your registered e-mail, you can also have access to the documents
through our company website, www.jpmgroup.co.in. We solicit your whole-hearted co-operation in helping
the Company to implement the e-governance initiatives of the Government in the interest of environment.
As a step towards implementation of above Green initiative, the members who have already registered
their email addresses with the registrar and share transfer agent are being sent a copy of the Annual report
through email only. However, if any such member so desires, may request for a physical copy.
xiv. Factory Locations:
1. GP-14, HSIIDC Industrial Estate, Sector -18, Gurgaon -122001, Haryana
2. Plot No.4, Sector 3, IMT-Manesar, Distt. Gurgaon-122050, Haryana
3. D-1(2), Sipcot Industrial Park, Irungulam Village, Sriperumbudur -602105, Tamilnadu
4. Khasra No.39/14, 15/1, 17/1, Village & Post Mohammadpur, Jharsa, Gurgaon-122004, Haryana
5. Plot No.67-69 & 70 (part), Narasapura Industrial area, District-Kolar-563113, Karnataka
xv. Registrar and Share Transfer Agents/Address for correspondence
RCMC Share Registry Pvt. Ltd.
B-106, Sector -2, Noida, Uttar Pradesh
Phone: (0120)-4015880 Fax No. : (0120)-4015839
E-mail: shares@rcmcdelhi.com
Members may write for any queries/information to Ms. Deepika Singh, Asstt. Company Secretary, Jay Ushin
Limited, GP-14, HSIIDC Industrial Estate, Sector-18, Gurgaon, Haryana -122001 or any query can be sent
by e-mail to deepika@jushinindia.com or julinvestors@jushinindia.com.
Non-Mandatory Requirement of Clause 49
The Company has not adopted the non mandatory requirements as mentioned under Clause 49 of the Listing
Agreement to the extent applicable.
DECLARATION
As per Clause 49 of Listing Agreement with the Stock Exchange, the Board Members and the Senior Management
Personnel have confirmed compliance with the Code of Conduct for the year ended March 31, 2013.
Jay Ushin Limited
Place: Gurgaon Ashwani Minda
Date: August 14, 2013 Managing Director

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To The Members of Jay Ushin Limited
We have examined the compliance of conditions of Corporate Governance by Jay Ushin Limited (the ‘Company’)
for the year ended on March 31, 2013, as stipulated in clause 49 of the listing agreement of the Company with the
Bombay Stock Exchange Limited, Mumbai.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination
was limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the
compliance of the conditions of Corporate Governance. 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 according to the explanation given to us and the representations
made by the directors and the management of the Company, we certify that the Company has substantially complied
with the conditions of Corporate Governance as stipulated in the above mentioned listing agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
For S S KOTHARI MEHTA & CO.
Chartered Accountants
Firm Registration No. 000756N

K K Tulshan
Place: Gurgaon Partner
Date: August 14, 2013 Membership No. 85033

20 Annual Report 2012-13

 Annexure-II to the Director’s Report
COMPLIANCE CERTIFICATE
(Under section 383A of the Companies Act, 1956)
To,
The Members,
M/s Jay Ushin Limited
GI-48, G.T.Karnal Road,
Industrial Area
Delhi-110033

Registration No.: L52110DL1986PLC025118

I have examined the registers, records, books and papers of M/s Jay Ushin Limited having its Regd.
office at GI- 48, G.T. Karnal Road, Industrial Area, Delhi-110033 as required to be maintained under
the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisions contained in
the memorandum and Articles of Association of the Company for the financial year ended on March 31,
2013. In my opinion and to the best of my information and according to the examinations carried out by
me and explanations furnished to me by the company, its officers and agents, I certify that in respect of
the aforesaid financial year.
1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as
per the provisions and the rules made thereunder and all entries therein have been duly recorded.
2. The Company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate, with
the Registrar of Companies, Regional Director and Central Government, Company Law Board or
other authorities within the time prescribed under the Act and the rules made thereunder.
3. The Company being Limited Company has the minimum prescribed paid–up capital.
4. The Board of Directors duly met 6 times on April 23, 2012, May 15, 2012, August 14, 2012, September
01, 2012, December 24, 2012 and February 14, 2013 and the notices for meetings in respect of
which were given and the proceedings were properly recorded and signed in the Minutes Book
maintained for the purpose. There was no resolution passed by Circulation during the year.
5. The Company closed its Register of Members for the period from Saturday, September 22, 2012 to
Saturday, September 29, 2012 (both days inclusive) during the financial year.
6. The annual general meeting for the financial year ended on March 31, 2012 was held on September
29, 2012 after giving due notice to the members of the company and the resolutions passed thereat
were duly recorded in Minutes Book maintained for the purpose.
7. No Extraordinary meeting(s) were held during the financial year.
8. The Company has not advanced any loan to its directors and/or persons or firms or Companies
referred in the Section 295 of the Act.
9. The Company has obtained Central Government approval for contracts or transactions falling under
section 297 of the Companies Act, 1956 and has recorded in the register maintained for this purpose
under section 301 of the Act. All these transactions are made within the limits as approved by the
Central Government.
10. The Company has made necessary entries in the register maintained under section 301 of the Act
wherever applicable.
11. No payments have been made during the year falling within the purview of Section 314 of the Act.
12. The Company has issued duplicate, consolidated and share certificates after split following the due
procedure under the Act during the year.
13. The Company has:
(i) Not made any allotment of securities and has delivered all the certificates on lodgement thereof
for transfer/ transmission or any other purpose in accordance with the provisions of the Act;

Annual Report 2012-13 21

JAY USHIN LIMITED

(ii) Not declared dividend for the financial year 2011-12.

(iii) The Company has deposited Rs.83,874 on December 10, 2012 towards unpaid dividend
pertaining to financial year 2004-05 to the Investor Education and Protection Fund under the Act
during the year under review.
(iv) Duly complied with the requirements of section 217 of the Act.
14. The Board of Directors of the Company is duly constituted. The Company has not appointed
managing director, whole-time directors, additional directors, alternate director or director to fill
any casual vacancy during the financial year. However, there was cessation of two non executive
independent directors and one non executive director nominated by foreign collaborator during the
financial year.
15. The Company has not appointed any sole-selling agent during the financial year.
16. The Company has obtained Central Government approval for contracts or transactions falling under
section 297 of the Companies Act, 1956 for the financial years 2010-11, 2011-12 & 2012-13 vide
letter No. 4/76/T-1/2010/D/2011, 4/78/T-1/2010/D/2012, 4/77/T-1/2010/D/2013 dated 30.06.2010
and 4/76/T-1/2011/D/128 dated 07.04.2011 respectively.
17. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant
to the provisions of the Act and the rules made thereunder.
18. The Company has not issued any debentures/other securities during the financial year.
19. The Company has not bought back any shares during the financial year ending March 31, 2013.
20. The Company has not issued any preference shares/debentures during the financial year.
21. The Company wherever required, has kept in abeyance any rights to dividend, rights shares and
bonus shares pending registration of transfer of shares in compliance with the provisions of the
Act.
22. The Company has not invited/accepted any deposits including any unsecured loans falling within the
purview of Section 58A of the Act during the Financial Year.
23. The amount borrowed by the Company is within limit prescribed under section 293(1)(d) of the Act
during the financial year ended on March 31, 2013.
24. During the year, the company has not made any investments.
25. The Company has not made any loans or given guarantees or provided securities to other bodies
corporate during the financial year.
26. The Company has not altered the provisions of the Memorandum with respect to situation of the
Company’s registered office from one State to another during the financial year.
27. The Company has not altered the provisions of the Memorandum with respect to the objects of the
Company during the financial year.
28. The Company has not altered the provisions of the Memorandum with respect to name of the
Company during the financial year.
29. The Company has not altered the provisions of the Memorandum with respect to share capital of the
Company during the financial year.
30. The Company has not altered its Articles of Association during the financial year.
31. There was no prosecution initiated against or show cause notices received by the Company, during
the financial year, for offences under the Act.
32. The Company has not received any security from its employees during the financial year.
33. Section 418 of the Companies Act, 1956 is not applicable.
Arvind Kohli

Place : Gurgaon Company Secretary

Date : August 14, 2013 CP.No.2818

22 Annual Report 2012-13

 Annexure “A”
Registers as maintained by the Company
S.No. Particulars Section Reference
1. Members’, Directors’ & Committees’ Minutes Book 193
2. Register of Directors, Managing Directors, Managers & Secretary 303
3. Register of Members 150/151
4. Register of Particulars of Contracts 301
5. Register of Particulars of loans & investment 372A
Annexure “B”
List of forms & documents filed with The Registrar of Companies, NCT of Delhi & Haryana during
the financial year ending March 31, 2013.
S. No. Form No. U/Section Particulars Due on Filed on
1. 23AC & 23ACA 220 Filing of Balance Sheet and other 31/12/2011 06/04/2012
XBRL documents for the Financial Year
ending March 31, 2011
2. 8 135 Modification of charge in favour of 18/05/2012 21/05/2012
Standard Chartered Bank
3. 32 303(2) Cessation of Directors 14/06/2012 21/05/2012
4. 8 125 Creation of charge in favour of ICICI 03/07/2012 21/06/2012
Bank
5. 32 303(2) Cessation of Director 15/06/2012 05/10/2012
6. 23 192 Registration of resolution(s) and 28/10/2012 30/10/2012
agreements
7. 66 383A Compliance Certificate 28/10/2013 08/01/2013
8. 17 138 Satisfaction of charge in favour of 02/02/2013 08/01/2013
Maruti Suzuki India Limited
9. 1INV 205C Unpaid-dividend credited to Investor 09/01/2013 09/01/2013
education and protection fund

Arvind Kohli

Place : Gurgaon Company Secretary

Date : August 14, 2013 CP.No.2818

Annual Report 2012-13 23

JAY USHIN LIMITED

ANNEXURE-III TO THE DIRECTORS’ REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY
Company is saving energy through various activities & adaptation of new technology. The
Company is taking uninterrupted gas based power from Maruti Suzuki India Limited. It has
resulted in the better quality production and lower breakdowns of machines & equipment.
The company has taken adequate steps in effective utilization of power with projects for cost
reduction in Injection Moulding Section.
B. TECHNOLOGY ABSORPTION
1. RESEARCH AND DEVELOPMENT (R & D)
a. Specific Area in which R & D carried out by the company :
The company has been carrying out in-house Research & Development activities in the area
of product development, process development, production process development, and cost
reduction. During the year, the R&D of the company got recognition from Department of
Science and Technology.
b. Benefits Derived :
Based on the achievements of In-house R&D efforts, during the year under review, several
new products were designed by the Company’s R & D like latches, switches and key sets for
its customers like Maruti Suzuki, Hyundai, M&M etc.
Also Key Set & switches of several models of two wheelers were designed in house for Honda,
Hero MotoCorp, Suzuki and Yamaha.
c. Future Plan of Action
i) Development of new products
ii) Reduction of product cost
iii) Undertake the R&D innovation in other diverse segments.
d. Expenditure on Research & Development
The Company has separate in-house R & D Centre at Gurgaon. Ministry of Science &
Technology (Department of Scientific and Industrial Research) has accorded its recognition
to this in-house R& D Centre vide its letter No. TU-IV/RD/3558/2012 dated December 31,
2012.
Total expenditure incurred towards in-house R&D activities during the year 2012-13 are as
under
Rs. lacs
a) Capital expenditure 17.34
b) Revenue Expenditure 386.41
(Including salary to R&D staff & other related expenses)
403.75

24 Annual Report 2012-13

2. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
a. Efforts, in brief, made towards Technology Absorption, Adaptation and Innovation
The technology to the extent received has been /is being absorbed and indigenised.
b. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction,
product development, import substitution, etc.
The technology received is being utilised for production of new products.
The Company is continuously doing indigenisation of various components as an import
substitution in order to fulfill the demand of the customers for price reduction.
Technology imported during the last 5 years:-
S. Item Collaboration Year Is the technology
No. fully absorbed
1. Key Sets, Head Lamp Leveling Switch, Back U-shin Ltd., 2008-09 Yes
Door Opener Switch & Heater Control Assembly Japan
and various switches of Maruti Suzuki India
Limited for A-Star, Ritz and SX4.
Heater Control Panel of Honda Cars India Ltd. 2008-09
for City and Jazz.
2 Key Sets, Door Latches, Head Lamp Leveling U-shin Ltd., 2010-11 Yes
Switch, Back Door Opener Switch & Heater Japan
Control Assembly and various switches of
Maruti Suzuki India Limited for car models New
Swift and New WagonR.
3 Key Sets, Door Latches & Heater Control U-shin Ltd., 2011-12 Yes
Assembly and various switches of Maruti Suzuki Japan
India Limited for car models Ertiga.
Key Sets & Heater Control Panel of Honda
Cars India Ltd. for Brio, City and Jazz and their
variants (like Amaze) and upgrades.
4 Key Sets, Door Latches, Heater Control U-shin Ltd., 2012-13 Yes
Panels and various switches for Maruti Suzuki Japan
India Limited for car model New Alto and new
upcoming models YL7, YL1 etc.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Activity relating to exports, initiatives taken to increase exports, development of new export
markets for product and services and export plans.
The Company is exporting certain components & switches to U-shin Ltd./its joint venture wherever
they find our prices are competitive.
b. Total Foreign Exchange used and earned
Particulars with regard to Foreign exchange earnings and outgo are set out in Additional
information in note 44 of 46 of the financial statements.
For and on behalf of the Board of Directors of
Jay Ushin Limited
Place: Gurgaon J.P. Minda
Date : August 14, 2013 Chairman

Annual Report 2012-13 25

JAY USHIN LIMITED
Independent Auditors’ Report
To The Members of Jay Ushin Limited

Report On the Financial Statements

We have audited the accompanying Financial Statements of Jay Ushin Limited (“the Company”) which comprises
the Balance Sheet as at 31st March, 2013, and the Statement of Profit and Loss and the Cash Flow Statement for the
year then ended, and Notes to the Financial Statements comprising of a summary of significant accounting policies
and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards
referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design,
implementation, and maintenance of internal controls relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those
Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of the
material misstatement of the financial statements, whether due to error or fraud. In making those risk assessments,
the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes
evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made
by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
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
in conformity with the accounting principles generally accepted in India:
i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;
ii) In the case of Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and
iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (‘the Order’) issued by the Central Government
of India in terms of section 227 of the Act, we give in the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the Order;
2. As required by section 227(3) of the Act, 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 account as required by law have been kept by the Company so far as
appears from our examination of those books;
c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in

26 Annual Report 2012-13

 agreement with the books of account;
d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the
Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;
e. On the basis of written representations received from the directors as on 31 March 2013, and taken on
record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act,
1956;
For S S KOTHARI MEHTA & CO.
Chartered Accountants
Firm Registration No. 000756N

K K Tulshan
Place: Gurgaon Partner
Date: May 30, 2013 Membership No. 85033

Annexure
Re: Jay Ushin Limited
Referred to in clause 1 of paragraph on ‘Report on Other Legal & Regulatory Requirements’ of our report
of even date
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and
situation of fixed assets except for certain items of fixed assets for which records are being updated
with regard to specific location and particulars of assets.
(b) The fixed assets are physically verified by the management according to a phased programme designed
to cover all the items over a period of three years, which in our opinion, is reasonable having regard to
the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed
assets has been physically verified by the management during the year and no material discrepancies
were noticed on such verification. The procedures for physical verification are being strengthened.
(c) In our opinion and according to the information and explanations given to us, no substantial part of fixed
assets has been disposed off by the Company during the year that impacts the going concern status of
the Company.
(ii) (a) The inventory excluding stocks with third parties and material in transit has been physically verified
by the management during the year. In respect of inventories lying with third parties, these have been
substantially confirmed by them. In our opinion, the frequency of verification is reasonable.
(b) 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, adequate and being strengthened
in relation to the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations given to us, the Company is maintaining
proper records of inventories. As explained to us, the discrepancies noticed on verification between the
physical stocks and the book records were not material and have been properly dealt with in the books of
account.
(iii) As informed to us, the Company has neither granted nor taken any loans, secured or unsecured, to / from
companies, firms or other parties covered in the register maintained under section 301 of the Companies Act,
1956. Accordingly clause (iii) (a) to (iii) (g) of paragraph 4 of the Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, there are adequate internal
control systems commensurate with the size of the Company and the nature of its business with regard
to purchase of fixed assets, purchase and sale of goods. The internal control for inventories are being
strengthened. According to the information and explanations given to us, we have neither come across

Annual Report 2012-13 27

JAY USHIN LIMITED
nor have been informed of any instance of a continuing failure to correct major weaknesses in the aforesaid
internal control system. As informed to us, there are no transactions with regard to sale of services.
(v) (a) According to the information and explanations given to us, we are of the opinion that all the particulars
of contracts or arrangements that need to be entered in the register maintained under section 301 of the
Companies Act, 1956 have been so entered.
(b) We are unable to comment if the transactions made in pursuance of such contracts or arrangements
entered into the register in pursuance to section 301 of the Companies Act, 1956 and exceeding the
value of Rs.5 lacs in respect of any party during the year, have been made at prices which are reasonable
having regard to the prevailing market prices available at the relevant time as there are no market prices
comparable to those transactions with similar terms and they are considered to be proprietary in nature
by the management of the Company.
(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA or
any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder.
(vii) The Company has appointed a firm of chartered accountants for internal audit, the scope and reports whereof
are being monitored as per applicable guidelines commensurate with the size and nature of business of the
Company.
(viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained
by the Company pursuant to the rules made by the Central Government of India for the maintenance of cost
records under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie, the
prescribed accounts and records have been made and maintained. We have not, however, made a detailed
examination of the records with a view to determine whether they are accurate and complete.
(ix) (a) According to the information and explanations given to us and the records of the Company examined by
us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of
provident fund, investor education and protection fund, employees’ state insurance, income tax, sales tax,
wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable
with the appropriate authorities. Further, there were no undisputed amounts outstanding at the year-end
for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and the records of the Company examined by
us, the particulars of dues of income tax, sales tax, custom duty, wealth tax, excise duty, service tax and
cess, which have not been deposited on account of any dispute, are as follows:
S. Name of the Statute Nature of Amount Period to Forum Amount Net
No Dues (Rs.) which the where the Deposited Amount
amount dispute is (Rs.)
relates pending
1 Central Excise Act, 1944 Excise Duty 3,170,208 1998 - 99 CESTAT 1,000,000 2,170,208
2 Central Excise Act, 1944 Penalty 3,170,208 1998 - 99 CESTAT - 3,170,208
3 Central Excise Act, 1944 Interest 3,291,110 1998 - 99 CESTAT - 3,291,110
4 Central Excise Act, 1944 Excise Duty 1,578,448 2008 - 09 CESTAT - 1,578,848
5 Central Excise Act, 1944 Penalty 1,578,448 2008 - 09 CESTAT - 1,578,848
6 Central Excise Act, 1944 Interest 695,296 2008 - 09 CESTAT - 695,296
7 Central Excise Act, 1944 Excise Duty 124,000 2010 - 11 CESTAT - 124,000
8 Central Excise Act, 1944 Penalty 2,000 2010 - 11 CESTAT - 2,000
9 Central Excise Act, 1944 Interest 183 2010 - 11 CESTAT - 183
10 Income-tax Act, 1961 Income-tax 825,770 2009 - 10 CIT (A) - 825.770

28 Annual Report 2012-13

(x) The Company does not have any accumulated losses as at the close of the financial year. The Company has
not incurred any cash losses during the financial year covered by our audit and the immediately preceding
financial year.
(xi) According to the records of the Company examined by us and the information and explanations given to us,
in our opinion, the Company has not defaulted in repayment of its dues to banks. The Company has not taken
any loans from financial institutions or debenture holders.
(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares,
debentures and other securities.
(xiii) The Company is not a chit fund, nidhi, mutual benefit fund or a society.
(xiv) The Company has maintained proper records of transactions and contracts for purchase and sale of units /
securities during the year under review and timely entries were made therein. All shares, securities and other
investments have been held by the Company in its own name.
(xv) As per the information and explanations given to us and on the basis of our examination of the records, the
Company has not given any guarantee for loans taken by others from banks or financial institutions.
(xvi) As per the information and explanations given to us and on the basis of our examination of the records, in
our opinion, the term loans taken by the Company have been applied for the purpose for which they were
obtained.
(xvii) According to the information and explanations given to us and on the basis of an overall examination of the
balance sheet of the Company, in our opinion, we report that the funds raised by the Company on short-term
basis have been used for long-term investment to the extent of Rs. 520,686,087.
(xviii) 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, during the year.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money by public issue during the year.
(xxi) During the course of our examination of the books and records of the Company carried out in accordance
with the generally accepted auditing practices in India, we have neither come across any instance of fraud
on or by the Company noticed or reported during the year, nor have we been informed of such case by the
management.
For S S KOTHARI MEHTA & CO.
Chartered Accountants
Firm Registration No. 000756N

K K Tulshan
Place: Gurgaon Partner
Date: May 30, 2013 Membership No. 85033

Annual Report 2012-13 29

JAY USHIN LIMITED
BALANCE SHEET AS AT MARCH 31, 2013
(Amount in `)
Note March 31, 2013 March 31, 2012
I. EQUITY AND LIABILITIES
Shareholders’ funds
(a) Share capital 3 38,645,000 38,645,000
(b) Reserves and surplus 4 331,308,548 293,718,917
369,953,548 332,363,917
Non-current liabilities
(a) Long-term borrowings 5 235,359,249 266,797,671
(b) Deferred tax liabilities (net) 39 22,157,693 29,746,732
(c) Other long-term liabilities 6 26,399,040 28,360,040
(d) Long-term provisions 7 30,376,527 16,310,895
314,292,509 341,215,338
Current liabilities
(a) Short-term borrowings 8 469,408,719 536,270,687
(b) Trade payables 9 958,722,359 791,744,337
(c) Other current liabilities 10 345,707,913 276,177,799
(d) Short-term provisions 11 27,725,312 8,010,204
1,801,564,303 1,612,203,027
TOTAL 2,485,810,360 2,285,782,282
II. ASSETS
Non-current assets
(a) Fixed assets
(i) Tangible assets 12 909,575,074 794,431,828
(ii) Intangible assets 13 3,569,652 1,903,115
(iii) Capital work-in-progress 31 203,501,394 168,848,838
(b) Non-current investments 14 600,000 600,000
(c) Long-term loans and advances 15 183,882,538 174,554,495
(d) Other non current assets 16 26,967,225 17,142,260
1,328,095,883 1,157,480,536
Current assets
(a) Inventories 17 536,913,509 525,356,512
(b) Trade receivables 18 379,718,758 410,040,544
(c) Cash and bank balances 19 59,772,095 49,733,919
(d) Short-term loans and advances 20 181,310,117 143,137,559
(e) Other current assets 21 - 33,212
1,157,714,477 1,128,301,746
TOTAL 2,485,810,360 2,285,782,282
Summary of significant accounting policies 2
The accompanying notes are integral part of the financial statements.

As per our report of even date

For S S Kothari Mehta & Co. For and on behalf of the Board of
(Chartered Accountants) Directors of Jay Ushin Limited
Firm Registration No.: 000756N

K K Tulshan J P Minda Ashwani Minda S K Vijayvergia

Partner Chairman Managing Director VP (Finance)
Membership No.: 85033
Place : Gurgaon
Dated : May 30, 2013

30 Annual Report 2012-13

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2013
(Amount in `)
Note March 31, 2013 March 31, 2012
INCOME
Revenue from operations (gross) 22 5,935,030,024 5,156,126,602
Less: Excise duty 769,957,416 565,395,909
Revenue from operations (net) 5,165,072,608 4,590,730,693
Other income 23 106,933,218 85,019,384
Total revenue 5,272,005,826 4,675,750,077

EXPENSES
Cost of raw materials and components consumed 24 4,175,432,392 3,672,907,423
Changes in inventories of finished goods 25 -4,260,509 1,538,495
Employee benefits expenses 26 386,209,921 331,114,104
Finance cost 27 74,247,006 98,976,634
Depreciation and amortisation 28 104,293,343 99,500,710
Other expenses 29 487,473,273 455,423,345
Total expenses 5,223,395,426 4,659,460,711

Profit before tax 48,610,400 16,289,366

Tax expense:
- Current tax 9,626,970 3,539,544
- Tax for earlier years - -1,982,398
- Deferred tax 39 -7,589,039 -8,638,811

Profit after tax 46,572,469 23,371,031

Basic and diluted earnings per share of `10 each (in `) 34 12.05 6.05

Summary of significant accounting policies 2

The accompanying notes are integral part of the financial statements.

As per our report of even date

For S S Kothari Mehta & Co. For and on behalf of the Board of
(Chartered Accountants) Directors of Jay Ushin Limited
Firm Registration No.: 000756N

K K Tulshan J P Minda Ashwani Minda S K Vijayvergia

Partner Chairman Managing Director VP (Finance)
Membership No.: 85033
Place : Gurgaon
Dated : May 30, 2013

Annual Report 2012-13 31

JAY USHIN LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2013
(Amount in `)
A. Cash flows from operating activities: March 31, 2013 March 31, 2012
Net profit before prior period expenses and tax 46,572,469 16,289,366
Adjustments for:
Depreciation and amortization 104,293,343 99,500,710
Prior period expenses - -
Finance cost 74,247,006 98,976,634
Interest income -2,169,086 -4,576,818
Dividend income -120,000 -120,000
Net loss/(gain) on sale of fixed assets -5,747,182 1,170,126
Rent received -87,804,808 -72,086,518
Warranty 30,624,299 30,463,243
Bad trade receivables written off 1,405,780 1,363,432
Foreign exchange loss/(gain), net -2,599,839 6,650,474
Operating profit before working capital changes 158,701,981 177,630,649
Adjustments for changes in working capital:
Increase in trade payables 166,978,022 30,874,909
(Decrease)/increase in short term provisions 763,558 -1,600,280
Decrease/(increase) in short term loans and advances -38,259,811 161,559,686
Increase in long term provisions 4,096,918 4,315,467
Increase in other current liabilities 72,129,954 28,237,138
Increase in trade receivables 28,916,008 -124,803,357
Increase in Inventories -11,556,997 -72,533,966
(Increase) /decrease in long term loans and advances -9,328,043 -109,551,555
Increase in other long term liabilities -1,961,000 4,386,845
Warranty paid -10,686,868 -19,940,527
Cash generated from /(used in) operating activities 359,793,722 78,575,009
Direct taxes paid -7,589,039 -2,719,671
Net cash generated from /(used in) operating activities 352,204,682 75,855,339
B. Cash flows from investing activities:
Purchase of tangible assets -233,741,656 -145,154,797
Purchase of intangible assets -2,378,560 -1,734,944
Proceeds from sale of fixed assets 20,764,267 24,008,167
Movement in capital work in progress -34,652,556 -90,021,965
Rental income received 87,804,808 72,086,518
Interest received 2,169,086 4,474,453
Dividend received 120,000 120,000
Increase in fixed deposits having maturity more than
12 months from balance sheet date -9,704,500 1,681,822
Increase in fixed deposits having orginal maturity of more than 3 months - -3,191,188
Net cash used in investing activities -169,619,111 -137,731,934
C. Cash flows from financing activities:
Proceeds from short term borrowings, net -66,861,968 123,285,869
Acceptance of long term borrowings - 104,073,408
Repayment of long term borrowings -31,438,422 -79,841,168
Interest paid -74,247,006 -104,345,753
Dividend paid - -11,593,500
Corporate dividend tax paid - -1,880,756
Net Cash generated from financing activities -172,547,396 29,698,100
Net (decrease)/increase in cash and cash equivalents (A+B+C) 10,038,174 -32,178,494
Cash and cash equivalents (refer note 19)
- At the beginning of the year 49,733,919 78,721,225
- At end of the year 59,772,095 46,542,731
Deposits with maturity for more than three months but realisable
within twelve months from balance sheet date 0 3,191,188
Cash and bank balances as per balance sheet 59,772,095 49,733,919
Notes:
1 The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in Accounting Standard 3 on Cash Flow Statements
issued by The Institute of Chartered Accountants of India and notified under section 211 (3) (c) of the Companies Act, 1956
2 Cash and cash equivalents includes ` 957,263 (previous year ` 957,263) on account of unpaid dividend

The accompanying notes are integral part of the financial statements.

As per our report of even date
For S S Kothari Mehta & Co. For and on behalf of the Board of
(Chartered Accountants) Directors of Jay Ushin Limited
Firm Registration No.: 000756N

K K Tulshan J P Minda Ashwani Minda S K Vijayvergia

Partner Chairman Managing Director VP (Finance)
Membership No.: 85033
Place : Gurgaon
Dated : May 30, 2013

32 Annual Report 2012-13

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2013
1. BACKGROUND
Jay Ushin Limited was established in 1986. The Company started commercial production in 1989 in Joint Venture
and technical collaboration with U-shin Limited, Japan. The Company is primarily in the business of manufacturing
and sale of automotive components of Automobiles for two wheeler and four wheeler. The Company is listed on
Bombay stock exchange.
The financial statements reflect the results of the activities undertaken by the Company during the year April 1,
2012 to March 31, 2013.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
The Financial Statements have been prepared in accordance with the generally accepted accounting
principles in India (Indian GAAP) under the historical cost convention on accrual basis. These financial
statements have been prepared to comply in all material respects with the accounting standards notified
under the Companies (Accounting Standards) Rules, 2006 (as amended) and relevant provision of the
Companies Act, 1956.
The accounting policies adopted in the preparation of financial statements are consistent with those of previous
year except the change in policy relating to foreign currency transactions as mentioned in para (k).
(b) Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Although these estimates are based upon management’s best knowledge of current events
and actions the company may undertake in future, actual results could differ from these estimates. Any revision to
accounting estimates is recognised prospectively in the current and future periods.
(c) Tangible fixed assets
Tangible assets are stated at their cost of acquisition less accumulated depreciation and accumulated
impairment losses thereon, if any. Cost includes all cost incurred to bring the assets to its present location
and condition.
(d) Intangible fixed assets
Intangible assets are stated at their cost of acquisition, less accumulated amortization and accumulated
impairment losses thereon, if any. Cost includes all cost incurred to bring the assets to its present location
and condition. An intangible asset is recognized where it is probable that future economic benefits attributable
to the asset will flow to the enterprise and where its cost can be reliably measured.
(e) Depreciation / Amortisation
Depreciation/amortisation is provided on straight line method at the rates and in the manner prescribed in
Schedule XIV of the Companies Act, 1956. Depreciation/amortisation on addition to fixed assets is provided
on pro-rata basis from the date the assets are ready for intended use. Depreciation and amortisation on sale/
discard of fixed assets is provided for upto the date of sale, deduction or discard of fixed assets as the case
may be.
All assets costing Rs. 5,000 or less individually are depreciated at the rate of 100% on pro-rata basis.
The Company capitalises the technical know–how fee paid to the foreign collaborators at cost which is
written off to revenue over the period of agreement or seven years whichever is shorter.
Costs relating to Software, which are acquired, are capitalised and amortised on a straight line basis over the useful
life of the assets at the rates and in the manner prescribed in Schedule XIV of the Companies Act, 1956.
(f) Impairment of assets
`The carrying amounts of assets are reviewed at each reporting date if there is any indication of impairment.
If any indication exists, the asset’s recoverable amount is estimated. For assets that are not yet available for
use, the recoverable amount is estimated at each reporting date. An impairment loss is recognised whenever
the carrying amount of an asset exceeds its recoverable amount and is recognised in the Statement of Profit
and Loss. An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does
not exceed the carrying amount that would have been determined (net of depreciation or amortization), if no
impairment loss had been recognised.

Annual Report 2012-13 33

JAY USHIN LIMITED
After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining
useful life.
(g) Investments
Accounting treatment
Investments, which are readily realisable and intended to be held for not more than one year from the date on
which such investments are made, are classified as current investments. All other investments are classified
as long-term investments.
On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly
attributable acquisition charges such as brokerage, fees and duties. If an investment is acquired, or partly
acquired, by the issue of shares or other securities, the acquisition cost is the fair value of the securities
issued. If an investment is acquired in exchange for another asset, the acquisition is determined by reference
to the fair value of the asset given up or by reference to the fair value of the investment acquired, whichever
is more clearly evident.
Current investments are carried in the financial statements at lower of cost and fair value determined on an
individual investment basis. Long-term investments are carried at cost. However, provision for diminution in
value is made to recognize a decline other than temporary in the value of the investments.
On disposal of an investment, the difference between its carrying amount and net disposal proceeds is
charged or credited to the statement of profit and loss.
Classification in the financial statements
Investments that are realisable within the period of twelve months from the balance sheet date are classified
as current investment. All other investments are classified as non-current investments.
(h) Revenue recognition
a. Revenue from sale of goods (including scrap sales) is recognised on delivery of the merchandise to the
customer, when the significant risk and rewards of the ownership of goods have been transferred to the
buyer. Sales are net off discounts, sales return and sales tax/ value added tax.
b. Revenue in respect of insurance claims and excise & custom duty refund claim are recognised as and
when the same are received
c. Dividend income is recognised, when the right to receive the same is established.
d. Interest on fixed deposits is recognised using the time proportion method, based on interest rates implicit
in the transaction.
e. Export benefits with respect to duty exemption pass book licenses purchased is recognised as revenue
on a proportionate basis based on utilization of such Licenses.
f. Lease income is recognized in the Statement of Profit and Loss on a straight line basis over the lease
term. Costs, including depreciation are recognized as an expense in the Statement of Profit and Loss.
(i) Inventories
Raw material, packing material, stores and spares are valued at lower of cost and net realisable value. However,
raw materials and other items held for use in the production of inventories are not written down below cost, if
the finished products in which they will be incorporated are expected to be sold at or above cost.
Finished goods and work in progress are valued at lower of cost and net realizable value. Cost of finished
goods includes excise duty. Excise duty payable on finished goods is accounted for upon manufacture and
transfer of finished goods to the stores. Payment of excise duty is deferred till the clearance of goods from
the factory premises.
Cost of inventories comprises all cost of purchases, cost of conversion and other costs incurred in bringing
the inventory to their present location and condition.
Cost is determined on first in first out basis.
(j) Borrowing Costs
Borrowing costs are determined in accordance with the provisions of Accounting Standard - 16. Borrowing
costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the
cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready
for intended use. All other borrowing costs are charged to revenue.
(k) Foreign currency transactions
Transactions denominated in foreign currency are recorded at the exchange rate prevailing at the date of
the transaction. Monetary items denominated in foreign currencies as at the year end are translated at the

34 Annual Report 2012-13

 rates prevailing as on the date of balance sheet. Non-monetary items denominated in foreign currencies are
carried at cost. Any income or expense arising on account of exchange differences either on settlement or
on translation of transaction is recognized in the Statement of Profit and Loss.
Consequent to the notification issued by the Ministry of Corporate Affairs on December 29, 2011, the
Company adopted the option given in paragraph 46A of the Accounting Standard-11 “The Effects of Changes
in Foreign Exchange Rates” with effect from April 1, 2011. Accordingly, the exchange difference on foreign
currency denominated long term borrowings relating to acquisition of depreciable capital assets are adjusted
in the carrying cost of such assets and the exchange difference on other long term foreign currency monetary
items is amortised w.e.f. April 1, 2011 over its tenor till maturity.
(l) Employee benefits
Short term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as short
term employee benefits. Benefits such as salaries, wages, and bonus etc. are recognized in the Statement
of Profit and Loss in the period in which the employee renders the related service.
Long term employee benefits
i) Defined contribution plan:
Provident fund and employees’ state insurance schemes:
All employees of the Company are entitled to receive benefits under the Provident Fund, which is a
defined contribution plan. Both the employee and the employer make monthly contributions to the plan
at a predetermined rate (presently 12%) of the employees’ basic salary (subject to a maximum basic
salary of Rs. 6,500 per month per employee, as per the provisions of The Employees Provident Fund
& Miscellaneous Provisions Act, 1952). These contributions are made to the fund administered and
managed by the Government of India. In addition, some employees of the Company are covered under
the employees’ state insurance scheme, which is also a defined contribution scheme recognized and
administered by the Government of India.
The Company’s contributions to both these schemes are expensed off in the Statement of Profit and
Loss. The Company has no further obligations under these plans beyond its monthly contributions.
ii) Defined benefit plan:
Gratuity:
The Company provides for retirement benefits in the form of Gratuity. Benefits payable to eligible
employees of the company with respect to gratuity, a defined benefit plan is accounted for on the basis
of an actuarial valuation as at the balance sheet date. In accordance with the Payment of Gratuity
Act, 1972, the plan provides for lump sum payments to vested employees on retirement, death while
in service or on termination of employment in an amount equivalent to 15 days basic salary for each
completed year of service. Vesting occurs upon completion of five years of service. The present value of
such obligation is determined by the projected unit credit method and adjusted for past service cost and
fair value of plan assets as at the balance sheet date through which the obligations are to be settled. The
resultant actuarial gain or loss on change in present value of the defined benefit obligation or change in
return of the plan assets is recognised as an income or expense in the statement of profit and loss. The
expected return on plan assets is based on the assumed rate of return of such assets.
iii) Other long term employee benefits:
Leave Encashment:
Benefits under the Company’s leave encashment scheme constitute other employee benefits. The
liability in respect of leave encashment is provided on the basis of an actuarial valuation done by an
independent actuary at the end of the year using the Projected Unit Credit Method. Actuarial gain and
losses are recognized immediately in the Statement of Profit and Loss.
(m) Leases
a. Operating Lease: Leases, where the lessor effectively retains substantially all the risks and benefits of
ownership of the leased item, are classified as operating leases.
Where the Company is the Lessor:-
Lease income is recognized in the Statement of Profit and Loss on a straight line basis over the lease
term. Costs, including depreciation are recognized as an expense in the Statement of Profit and Loss.
Where the Company is the Lessee:-
Expenses payable under operating leases are charged to the Statement of Profit and Loss on a straight
line basis over the lease term.

Annual Report 2012-13 35

JAY USHIN LIMITED
b. Finance Lease:Finance leases, which effectively transfer to the company substantially all the risks and
benefits incidental to ownership of the leased item, are capitalized at the inception of the lease term
at the lower of the fair value of the leased property and present value of minimum lease payments.
Lease payments are apportioned between the finance charges and reduction of the lease liability so
as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are
recognized as finance costs in the Statement of Profit and Loss. Lease management fees, legal charges
and other initial direct costs of lease are capitalized.
(n) Tax Expense
Tax expenses comprises of Current Tax and Deferred Tax. Current Income Tax is measured at the amount
expected to be paid to the tax authorities in accordance with the Indian Income Tax Act, 1961. Deferred
Income Tax reflects the impact of current year timing differences between taxable income and accounting
income for the year and reversal of timing differences of earlier years. Deferred Tax is measured based on
the tax rates and the tax law enacted or substantially enacted at the balance sheet date. Deferred tax assets
are recognized only to the extent there is reasonable certainty that sufficient future taxable income will be
available against which these assets can be realized in future where as in cases of existence of carry forward
of losses or unabsorbed depreciation, deferred tax assets are recognized only if there is virtual certainty of
realization backed by convincing evidence. Deferred tax assets are reviewed at each balance sheet date.
Minimum Alternative Tax (MAT) payable in a year is charged to Statement of Profit and Loss as current tax.
MAT is recognized as an asset in the year in which credit become eligible but only to the extent there is
convincing evidence that the company will pay normal income tax during the specified period in accordance
with the recommendations contained in guidance Note issued by the Institute of Chartered Accountants of
India. The said asset is created by way of a credit to the Statement of Profit and Loss and is shown as MAT
Credit Entitlement. MAT assets are reviewed at each balance sheet date.
(o) Provisions, contingent liabilities and contingent assets
Provisions
Provisions are recognized when the Company has a present obligation as a result of past events and it is
more likely that an outflow of resources will be required to settle the obligations and the amount has been
reliably estimated. Such provisions are not discounted to their present value and are determined based on
the management’s estimation of the obligation required to settle the obligation at the balance sheet date.
These are reviewed at each balance sheet date and adjusted to reflect management’s current estimates.
Contingent liabilities
A disclosure for a contingent liability is made where it is more likely than not that a present obligation or
possible obligation may result in or involve an outflow of resources. When no present or possible obligation
exists and the possibility of an outflow of resources is remote, no disclosure is made.
Contingent assets
Contingent assets are neither recorded nor disclosed in the financial statements.
(p) Cash and cash equivalents
Cash and cash equivalents comprise cash balances in hand, cash balances with bank and margin money
deposited with bank.
(q) Earnings Per Share
Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity
shareholders by the weighted average number of equity shares outstanding during the year. The weighted
average numbers of equity shares outstanding during the period are adjusted for events of bonus issue,
share split or consolidation of shares.
For calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders
and the weighted average number of shares outstanding during the year are adjusted for the effects of
all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as of the
beginning of the period, unless they have been issued at a later date.
(r) Product warranty expenses
A provision is made for future warranty cost based on management’s estimates of such future costs in
respect of sales where the warranty period has not expired.
(s) Material Events
Material events occurring after balance sheet date and till the date of signing of financials are taken into
cognizance.

36 Annual Report 2012-13

3 Share capital
(Amount in `)
March 31, 2013 March 31, 2012
Number Amount Numbers Amount
Authorised
Equity shares of ` 10 each (previous year ` 10 each) 5,000,000 50,000,000 5,000,000 50,000,000

Issued, subscribed and fully Paid up

Equity shares of ` 10 each (previous year ` 10 each) 3,864,500 38,645,000 3,864,500 38,645,000
Total paid-up share capital 3,864,500 38,645,000 3,864,500 38,645,000

( a) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the
reporting year:
(Amount in `)
Equity shares March 31, 2013 March 31, 2012
Number Amount Number Amount
At the beginning the year 3,864,500 38,645,000 3,864,500 38,645,000
Outstanding at the end of the year 3,864,500 38,645,000 3,864,500 38,645,000

(b) Terms/ rights attached to equity shares:

- The Company has only one class of equity shares having par value of `10 per share. Each holder of equity shares
is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend
proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General
Meeting except in the case where interim dividend is distributed.
- During the year ended March 31, 2013, the amount of per share dividend recognised for distributions to equity
shareholders is ` 2/- (previous year ` Nil)
- In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets
of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number
of equity shares held by the shareholders.

(c) Details of shares held by each shareholder holding more than 5% shares in the Company:
March 31, 2013 March 31, 2012
Equity shares of ` 10/- each fully paid-up No. of Shares % of Holding No. of Shares % of Holding
U-shin Ltd, Japan 1,004,645 26.00 1,004,645 26.00
Ashwani Minda * 249,092 6.45 249,092 6.45
J. P. Minda * 214,026 5.54 214,026 5.54
Anil Minda * 213,046 5.51 213,046 5.51

* 450,446 shares (11.66%) out of an aggregate of 6,76,164 shares (17,50%) have been transferred/sold to JPM Farms Pri-
vate Limited (3.30%), Consortium Vyapaar Ltd. (5.50%), Rajesh Kumar Seth (1.94%) and Ishwar Lal Agarwal (0.92%) by
these shareholders but share transfer deed in relation to the same has not been yet registered and accordingly the register
of shareholders has not been updated by the Company yet. Further, these does not include the shares held by relatives
or other companies in which these shareholders have substantial interest as individually these are less than 5 %.
(d) No shares have been alloted as fully paid up pursuant to any contract(s) without payment being received in cash,
allotted as fully paid up by way of bonus shares or bought back.

Annual Report 2012-13 37

JAY USHIN LIMITED
4 Reserves and surplus
(Amount in `)
March 31, 2013 March 31, 2012
a. Securities premium account 28,596,367 28,596,367
28,596,367 28,596,367
b. General reserve
Balance as at the beginning of the year 24,712,857 24,712,857
Add: Transferred from surplus in Statement of Profit and Loss 3,492,935 -
Closing balance 28,205,792 24,712,857
c. Surplus in Statement of Profit and Loss
Balance as at the beginning of the year 240,409,693 217,038,662
Add: Profit for the year 46,572,469 23,371,031
Less: Appropriations
Proposed equity dividend -7,729,000 -
Tax on proposed equity dividend -1,253,837 -
Transfer to General Reserves -3,492,935 -
Closing Balance 274,506,389 240,409,693
331,308,548 293,718,917
5 Long-term borrowings*
(Amount in `)
Non Current portion Current portion Non Current portion Current portion
March 31, 2013 March 31, 2013 March 31, 2012 March 31, 2012
Term loans, secured
- From banks (rupee loan) 154,814,656 57,608,152 120,100,012 53,338,737
- External commercial borrowings from a bank 79,901,065 54,915,000 144,421,250 52,595,089
Vehicle loans, secured
- From banks 643,528 1,634,921 2,236,301 2,298,055
- From others - 22,825 40,108 192,667.00
Amount disclosed under the head
“other current liabilities” (refer note 10) - -114,180,898 - -108,424,548
Total 235,359,249 - 266,797,671 -
*No amount of default as on the balance sheet date in repayment of loans and interest
a) Term Loan from ICICI Bank was taken on December 16, 2011 and carries interest linked to Bank base rate
+3.25%. The loan is repayable in 18 equal quarterly instalments with a moratorium of 2 quarters. The loan is
secured by first pari-passu charge on all existing and future movable fixed assets of the Company. Second pari-
passu charge on all existing and future current assets of the company in sharing with other lenders. Exclusive
charge on property located at Plot No. 4, Sector -3 Manesar, Gurgaon, Haryana.
Term loan from Kotak Mahindra Bank Ltd. (KMBL) was taken during the financial year 2007-08 and is repayable in 60
monthly instalments with a moratorium of 6 months. The loan carries interest based on 12 months Benchmark Prime
Lending Rate (PLR) of KMBL less 4.75% p.a.. The loan is secured by way of First pari passu charge on all existing
& future movable fixed assets & second pari passu charge on all existing and future current assets of the Company.
Equitable mortgage by way of second pari passu charge over following properties owned by the company sharing with
Standard Chartered Bank (SCB) and Yes Bank Limited (YBL) a) Property at GP -14, Industrial Estate, Sector -18,
Gurgaon, Haryana b) Plot no. D-1/2, in the SIPCOT’s Industrial Park at Sriperumbudur.
Term loan from Standard Chartered Bank carries interest rate 13.00% p.a.. The loan is repayable in 18 quarterly
instalment starting from August, 2009 with a moratorium of 6 month. Secured by way of First pari passu charge
on all existing & future movable fixed assets & second pari passu charge on all existing and future current assets
of the Company. Equitable mortgage by way of second pari passu charge over following properties owned by the
company sharing with KMBL and YBL a) Property at GP -14, Industrial Estate, Sector -18, Gurgaon, Haryana b)
Plot no. D-1/2, in the SIPCOT’s Industrial Park at Sriperumbudur.
(All above loans are secured by way of personal guarantee of directors Viz. Mr. J. P. Minda, Mr. Anil Minda & Mr.
Ashwani Minda)
Term Loan from Tata Capital Financial services Limited carries interest rate 13.00% p.a..The loan is repayable
in 54 quarterly installments with a moratorium of 6 months.The laon is secured by way of exclusive charge over

38 Annual Report 2012-13

 entire immovable and movable property situated at Plot nos. 67,68,69 & 70(part) Narasapura Industrial area, Kolar
District- 563133 and personal guarantee of Mr. J.P. Minda, Mr. Ashwani Minda and Mrs. Vanadana Minda.
b) “External Commercial Borrowings (ECB) taken from a bank carries fixed rate of interest 6 months Libor + 300 bps
p.a. The Loan is repayable half yearly in 8 equivalent instalments with a moratorium of 18 months from the first draw
down date i.e. August 31, 2010 and October 13, 2010. The loan is secured by way of first charge over movable
& immovable fixed assets and second pari passu charge over current assets and further additionally secured by
equitable mortgage over company immovable property at Plot No. 150, Urban Estate, Sector-44, Gurgaon, Haryana.
The above loans are secured by way of personal guarantee of directors Viz. Mr. J. P. Minda, Mr. Anil Minda &
Mr. Ashwani Minda)”
c) Vehicle loans are secured by hypothecation of vehicles financed.
6 Other long-term liabilities (Amount in `)
March 31, 2013 March 31, 2012
Advance from customers* 26,399,040 28,360,040
* inlcudes advance received from related party (refer note 37)
26,399,040 28,360,040
7 Long-term provisions
(a) Provision for employee benefits (refer note 34)
Provision for gratuity (funded) 3,723,197 2,999,732
Provision for leave encashment 11,423,257 8,049,805
15,146,454 11,049,537
(b) Provision - Others
Provision for warranty (refer note 49) 15,230,073 5,261,358
15,230,073 5,261,358
30,376,527 16,310,895
8 Short-term borrowings*
Secured
Loans from banks
- Foreign currency buyers credits 197,051,556 137,894,008
- Working capital loan 7,500,000 42,500,000
- Purchase orders discounted 244,857,163 288,799,419
- Cash credit/overdraft - 27,077,260
449,408,719 496,270,687
Unsecured
Loans from others 20,000,000 40,000,000
20,000,000 40,000,000
469,408,719 536,270,687
*No amount of default as on the balance sheet date in repayment of loans and interest
Bank Security
ICICI Bank First pari-passu charge on the current assets of the Company. Second pari-passu charge
over all present and future moveable assets of the company sharing with other bankers
and further secured by second parri-passu charge over the property at Plot No.4, Sector
-3, IMT-Manesar.
Kotak Mahindra Bank First pari-passu charge on the current assets of the Company. Second pari-passu charge
over all present and future moveable assets of the company sharing with other bankers
and further secured by second pari-passu equitable mortgage charge on immoveable
properties being land and building situated at GP-14, Industrial Estate, Sector-18,
Gurgaon, Haryana and Plot No.D-1/2 in the Sipcot’s Industrial Park at Sriperumbudur
Standard Chartered First pari-passu charge on the current assets of the Company. Second pari-passu charge over
Bank all present and future moveable assets including land and building at Gurgaon, Manesar and
Chennai.
Yes Bank First pari-passu charge on the current assets of the Company. Second pari-passu charge
over all present and future moveable assets (exclusively charged to other bankers of the
company sharing with other bankers.

Annual Report 2012-13 39

JAY USHIN LIMITED
9 Trade payables
(Amount in `)
March 31, 2013 March 31, 2012
Trade payables (refer note 40 for details of dues to micro,
small & medium enterprises)* 958,722,359 791,744,337
958,722,359 791,744,337
* Includes payable to related parties (refer note 37)
10 Other current liabilities
Current maturities of long-term debt (refer note 5) 114,180,898 108,424,548
Interest accrued but not due on borrowings 9,149,031 5,651,833
Book overdraft 2,545,214 16,098,471
Statutory dues 23,700,554 23,896,495
Employee related payables 31,597,098 21,389,131
Unpaid dividends* 1,283,403 957,263
Royalty payable 39,813,031 30,822,569
Payables towards capital goods (refer note 40) 12,199,719 16,363,440
Payables for expenses (refer note 40) 111,238,965 52,574,049
Total 345,707,913 276,177,799
* Not due to be transferred to Investor Education and Protection Fund
11 Short-term provisions
Provision for employee benefits (refer note 33)
Provision for gratuity (funded) 2,155,586 1,684,525
Provision for leave encashment 1,356,816 1,064,321
Provision for warranty (refer note 48) 15,230,073 5,261,358
Provision for proposed equity dividend 7,729,000 -
Provision for tax on proposed dividends 1,253,837 -
27,725,312 8,010,204
12. Tangible Assets
Gross Block (at cost) Depreciation Net Block
As at April 1, Additions Deletions/ As at March As at April 1, Depreciation Deletions/ As at March As at March As at March
2012 Adjustments 31, 2013 2012 for the year Adjustments 31, 2013 31, 2013 31, 2012
A. Owned Assets 51 -
Freehold Land 57,309,599 1,304,870 - 58,614,469 - - - - 58,614,469 57,309,599
Building # 170,198,129 55,514,241 - 225,712,370 41,176,045 5,741,275 - 46,917,320 178,795,050 129,022,084
Leasehold Improvement 78,435,817 7,124,311 - 85,560,128 10,209,320 2,847,778 - 13,057,098 72,503,030 68,226,499

Plant & Machinery 463,681,764 59,418,178 5,466,704 517,633,238 219,559,724 42,936,263 2,307,886 260,188,101 257,445,137 244,122,040
Dies 472,465,408 42,743,433 13,062,315 502,146,526 223,564,023 45,567,828 1,205,363 267,926,488 234,220,038 248,901,384
Furniture & Fixture 15,366,484 1,412,784 - 16,779,268 6,904,250 855,136 - 7,759,386 9,019,882 8,462,233
Office Equipments 13,122,697 1,363,562 - 14,486,259 6,052,577 700,551 - 6,753,128 7,733,131 7,070,120
Vehicles 33,573,920 51,731 - 33,625,651 14,913,913 2,787,538 - 17,701,451 15,924,200 18,660,007
Temporary Structure 4,104,762 46,840 - 4,151,602 3,819,971 304,297 - 4,124,268 27,334 284,791
Computer 11,827,243 1,648,025 1,315 13,473,953 6,088,079 1,768,936 - 7,857,015 5,616,938 5,739,164
Total 1,320,085,823 170,627,975 18,530,334 1,472,183,464 532,287,902 103,509,602 3,513,249 632,284,255 839,899,209 787,797,920
B. Assets Under Lease
Leasehold Land * 7,100,075 63,113,675 - 70,213,750 466,167 71,718 - 537,885 69,675,865 6,633,908
Total 7,100,075 63,113,675 - 70,213,750 466,167 71,718 - 537,885 69,675,865 6,633,908
Total (12) Tangible Assets 1,327,185,898 233,741,650 18,530,334 1,542,397,214 532,754,069 103,581,320 3,513,249 632,822,140 909,575,074 794,431,828
Previous year 1,187,936,639 166,436,245 27,186,986 1,327,185,898 435,646,921 99,115,841 2,008,693 532,754,069 794,431,828
Tangible assets, are subject to first pari passu charge to secure the company’s long term borrowings reffered in note 5 as secured term loans from bank.
* Land measuring 6.68 acres has been acquired by the company under a lease agreement with State Indutries Promotion Corporation of Tamil Nadu Limited, Chennai for a
lease period of 99 years commencing from October 10, 2005. The premium paid and other expenses incidental to teh acquisition are amortise over the period of the lease.
# Includes following assets which have been leased out under an operating lease agreement.
Building 116,027,695 - - 116,027,695 20,489,633 3,875,722 - 26,825,127 91,662,340 95,538,062
Plant & Machinery 16,178,640 16,178,640 11,618,545 11,618,545 4,560,095 4,560,095
132,206,335 - - 132,206,335 32,108,178 3,875,722 - 38,443,672 96,222,435 100,098,157

13. Intangible Assets

Computer Software 3,533,904 2,378,560 - 5,912,464 1,630,789 712,024 - 2,342,812 3,569,652 1,903,115
Technical Fees 16,209,492 - - 16,209,491 16,209,491 - - 16,209,491 - -
Total (13) 19,743,396 2,378,560 - 22,121,955 17,840,280 712,024 - 18,552,303 3,569,652 1,903,115
Previous year 18,008,452 1,734,944 - 19,743,396 17,455,412 384,869 - 17,840,281 1,903,115

40 Annual Report 2012-13

 (Amount in `)
March 31, 2013 March 31, 2012
14 Non-current investments
(Non trade, valued at cost)
60,000 (previous year 60,000) equity shares of `10 each 600,000 600,000
in Inapax Private Limited
600,000 600,000

15 Long-term loans and advances

(Unsecured, considered good)
Security deposit 7,506,622 6,590,548
Tooling advance given 7,583,897 10,608,597
Capital advances 140,659,380 136,561,888
Advance income tax (net of provision of ` 42,448,453 (previous year ` 95,046,327)) 28,132,639 20,793,462
183,882,538 174,554,495

16 Other non current assets

Non-current bank balances (refer note 19) 26,638,814 16,934,314
Interest accrued but not due on fixed deposits 328,411 207,947
26,967,225 17,142,260
17 Inventories (At lower of cost and net realisable value)
Raw Materials
  At factory 383,766,534 389,973,456
  With job workers 36,639,799 24,665,049
  In transit 78,062,000 75,387,490
Finished Goods *
  At factory 37,987,488 31,362,802
  In transit - 1,635,437
  Stores and spares 457,688 2,332,278
536,913,509 525,356,512

* includes excise duty provision amounting to `41,78,759 (previous year `34,50,019)

18 Trade receivables *
(Unsecured and considered good)
Trade receivables outstanding for a period exceeding six
months from the date they were due for payment 4,639,723 8,124,420
Other receivables 375,079,035 401,916,124
379,718,758 410,040,544
* Includes amount due from related parties (refer note 37)

19 Cash and bank balances

Current Non Current Current Non Current
March 31, 2013 March 31, 2013 March 31, 2012 March 31, 2012
Cash and cash equivalents
Balances with banks:
- in current accounts 58,214,139 - 44,885,339 -
- in cash credit accounts - - 204,563 -
- in unpaid dividend accounts 1,283,403 - 957,263 -
Cash on hand 274,553 - 495,566 -
59,772,095 - 46,542,731 -

Annual Report 2012-13 41

JAY USHIN LIMITED
Other bank balances :
Deposits with original maturity of more than
three months but realisable after twelve
months from balance sheet date * - - - 38,126
Deposits with maturity for more than three
months but realisable within twelve months
from balance sheet date* - - 3,191,188 -
Margin money deposit - 26,638,814 - 16,896,188
- 26,638,814 3,191,188 16,934,314
Amount disclosed under Other non-current
assets (Refer note 16) - -26,638,814 - -16,934,314
59,772,095 - 49,733,919 -
* These deposits are pledged with bank for issue of bank guarantees, puchase orders discounting, LC and security
for loans and these are not available for use by the Company.
20 Short-term loans and advances
(Unsecured and considered good)
(Amount in `)
March 31, 2013 March 31, 2012
Loans and advances to employees 461,272 1,113,233
Prepaid expenses 3,178,754 1,990,280
Security deposit 781,110 694,110
Balance with excise and customs authorities 99,069,715 87,007,328
Advance to suppliers 72,632,012 48,435,071
Other loans and advances
- Import licenses recoverable 5,187,254 3,897,537
181,310,117 143,137,559

21 Other current assets (Amount in `)

Current Non Current Current Non Current
March 31, 2013 March 31, 2013 March 31, 2012 March 31, 2012
Interest accrued but not due on fixed deposits 328,411 33,212 207,947
Amount disclosed under Other non-current
assets (refer note 16) -328,411 -207,947
- - 33,212 -
22 Revenue from operations (Amount in `)
Year ended Year ended
March 31, 2013 March 31, 2012
Revenue from operations
Sale of products * 5,925,576,968 5,148,882,356
Less: Excise duty 768,930,794 564,733,775
5,156,646,174 4,584,148,581
Other operating revenues
Scrap sales 9,453,056 7,244,246
Less: Excise duty 1,026,622 662,134
8,426,434 6,582,112
Revenue from operations (net) 5,165,072,608 4,590,730,693
* Finished goods sold
Lock sets and components (4 wheelers and 2 wheelers) 2,494,929,069 2,169,432,827
Door latches and components 1,458,948,733 1,299,147,182
Combination Switch 20,372,345 36,928,249
Switches (4 wheelers and 2 wheelers) 630,560,416 496,596,027
Heater control panel and component 322,443,708 344,566,638
Others 229,391,903 237,477,658
5,156,646,174 4,584,148,581

42 Annual Report 2012-13

 (Amount in `)
Year ended Year ended
March 31, 2013 March 31, 2012
23 Other income
Interest income on:
- fixed deposits 2,169,086 1,446,862
- Income tax refunds - 3,129,956
- Others - -
Dividend income 120,000 120,000
Insurance claim 49,693 2,991
Net gain on sale of fixed assets 5,747,182 -
Rent received from leased buiding (refer note 36)* 86,186,944 70,468,654
Rent received from leased plant and machiney (refer note 36) 1,617,864 1,617,864
Income from import licenses 8,442,610 7,989,057
Other income 2,599,839 244,000
106,933,218 85,019,384
* Includes rent received from related party (refer note 37)

24 Cost of raw materials and components consumed

Inventory at the beginning of the year 492,358,273 418,285,813
Add: Purchases 4,106,612,649 3,746,979,883
4,598,970,922 4,165,265,696
Less: Inventory at the end of the year 423,538,531 492,358,273
Cost of raw materials and components consumed 4,175,432,392 3,672,907,423

25 Changes in inventories of finished goods

Stock at the beginning of the year 29,548,220 31,311,636
Stock at the end of the year 33,079,989 29,548,220
-3,531,769 1,763,416
Increase excise duty on closing stock -728,740 -224,921
-4,260,509 1,538,495
Finished goods #
Lock sets and components (4 wheelers and 2 wheelers) 15,753,977 13,583,889
Door latches and components 15,734,850 10,627,459
Combination switch 849,575 450,183
Switches (4 wheelers and 2 wheelers) * 4,187,150 6,636,973
Heater control panel and component 1,284,932 1,490,906
Others 177,004 208,829
37,987,488 32,998,239
# includes excise duty of `41,78,759 (previous year `3,450,019)

26 Employee benefits expenses

Salaries, wages, bonus and allowances (refer note 33) 345,321,648 297,335,029
Contributions to provident and other funds (refer note 33) 10,940,625 9,007,093
Workmen and staff welfare expenses 29,947,648 24,771,982
386,209,921 331,114,104

Annual Report 2012-13 43

JAY USHIN LIMITED
(Amount in `)
Year ended Year ended
March 31, 2013 March 31, 2012
27 Finance cost
Interest on external commercial borrowings 6,500,223 7,475,651
Interest on term loans 4,025,831 6,565,273
Interest on buyer’s credit 4,118,545 1,774,217
Interest on unsecured loan 5,530,959 2,690,978
Interest on vehicle loan 335,555 472,610
Interest on working capital loan and purchase orders discounting 35,517,026 44,469,156
Bank charges 827,499 1,513,565
Cash discount 25,225,813 23,720,241
Other interest costs 818,464 4,846,146
Foreign exchange fluctuation loss on borrowings (net) (net of foreign exchange
fluctuation (net) of ` Nil (previous year ` 27,258,191) which has been -8,652,909 5,448,797
74,247,006 98,976,634

28 Depreciation and amortisation

Depreciation (refer note 12) 103,581,320 99,115,841
Amortisation (refer note 13) 712,024 384,869
104,293,343 99,500,710

29 Other expenses
Power and fuel 49,225,912 35,869,504
Job work charges 183,928,110 171,022,789
Rent including lease rentals (refer note 36) 30,001,033 10,966,284
Repairs and maintenance:
- Buildings 10,169,204 6,206,317
- Plant and machinery 16,532,065 16,402,251
- Others 8,508,264 8,965,283
Insurance 1,499,316 1,495,645
Net loss on sale of fixed assets - 1,170,126
Communication 3,068,351 2,403,360
Travelling and conveyance 60,266,565 60,625,243
Printing and stationery 3,558,397 3,594,908
Freight and forwarding 19,430,721 19,075,243
Foreign exchange fluctuation loss on other than borrowings (net) 709,124 28,382,705
Royalty 29,589,311 20,598,858
Business promotion 2,628,775 2,688,582
Legal and professional 8,988,857 6,433,201
Auditor’s remuneration (refer note 38) 983,131 980,382
Bad trade receivables written off 1,435,832 1,363,432
Warranty (refer note 48) 30,624,299 30,463,243
Security charges 6,433,756 5,026,655
Miscellaneous expenses 19,892,250 21,689,334
487,473,273 455,423,345

44 Annual Report 2012-13

30. Commitments and contingent liabilities
Particulars (Amount in `)
March 31, 2013 March 31, 2012
i. Estimated amount of contracts remaining to be executed on capital ac- 104,242,546 83,707,190
count and not provided for (net of capital advances)
ii. Contingent liabilities
a. Claim against the Company not acknowledged as debts* 16,410,682 19,913,199
b. Guarantees issues on behalf of the Company outstanding at the end of the year 48,66,000 20,000

*Represents Central Excise/Service tax demands pending in appeal/show cause notice. The Company has
deposited Rs.1,000,000 under protest against such demands/show cause notices. Based on the interpretations of
the provisions of Excise Act and provisions of Service Tax Act with regard to demand raised, the management is of
the opinion that the ultimate outcome of these proceeding will not have a material adverse effect on the company’s
financial position and results of operations.
There are no other material commitments.

31. Capital work in progress:

(Amount in `)
March 31, 2013 March 31, 2012
a. Assets Cost 172,658,265 144,343,047
172,658,265 144,343,047
b. Project related expenses
Opening Balance 24,505,791 6,566,304
Additions during the year
Interest expenses (refer note 32) 15,853,656 11,962,744
Foreign exchange fluctuation (refer note 47) (6,026,466) 5,976,743
Less: capitalisation during the year 3,489,852 -
Balance at the year end 30,843,129 24,505,791
Total (a) + (b) 203,501,394 168,848,838

32. Borrowing cost capitalized during the year

As per Accounting Standard 16 – Accounting, “Borrowing Cost”, the Company has capitalized Rs. 15,853,656(Previous
year Rs.11,962,744) to various fixed assets including capital work in progress in the year ended March 31, 2013.

33. Employee benefit obligations

The Company has in accordance with Accounting Standard-15 “Employee Benefits” calculated the various benefits
provided to employees as under:
A. Defined contribution plans:
i. Provident Fund
ii. Employee state insurance plan
The provident fund and the employees’ state insurance defined contribution plan are operated by the Regional
Provident Fund Commissioner and Regional Director of ESIC respectively.
The Company has recognized the following amounts in the Statement of profit and loss for the year:
(Amount in `)
Particulars Year ended Year ended
March 31, 2013 March 31,2012
i. Contribution to Provident Fund * 5,098,000 4,627,693
#
ii. Contribution to Employee State Insurance Scheme 1,747,888 1,613,946
* Included in Contribution to Provident and other funds under Employee benefit expenses (note 26)
# Included in Salaries, wages, bonus and allowances under Employee benefit expenses (note 26)

Annual Report 2012-13 45

JAY USHIN LIMITED
B. Defined benefits plans
Gratuity
Employees are entitled to gratuity computed as fifteen days salary for every completed year of service or part
thereof in excess of six months and is payable on retirement/termination. The benefit vests after five years of
continuous service. The Company has taken a Group Gratuity Policy from LIC of India and makes contribution
to LIC of India to fund its plan.
C. Other long term employee benefits
Leave Encashment
Leave Encashment is payable to eligible employees who have earned leaves during the employment and/or
on separation as per the Company’s policy. Liability has been accounted for on the basis of Actuarial valuation
certificate for the balance of earned leaves at the credit of employees at the end of the year.
The following table sets out the funded status of the defined benefit schemes and the amount recognized in the
financial statements:
I. Change in present value of obligation (Amount in `)
Particulars Gratuity (funded) Leave Encashment
March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012
Present value of obligation at the 18,927,671 14,827,429 9,114,126 7,219,670
beginning of the year
Current service cost 3,510,944 2,750,880 2,958,516 1,527,840
Interest cost 1,557,255 1,297,400 749,855 631,721
Curtailment cost / (credit) - -  - - 
Settlement cost / (credit) - -  - - 
Plan amendments - -  - - 
Acquisitions - -  - - 
Actuarial (gains) / losses 2,147,526 1,398,731 655,905 237,595
Past service cost - -  - - 
Benefits paid (1,187,303) (1,346,769) (698,329) (502,700)
Present value of obligation at the end 24,956,093 18,927,671 12,780,073 9,114,126
of the year
II. Change in fair value of plan assets: (Amount in `)
Particulars Gratuity (funded) Leave Encashment
March 31, 2013 March 31, 2012 March 31, 2013 March 31,2012
Plan assets at beginning of the year 14,243,414 10,963,903 - -
Acquisition adjustment - -  - -
Expected return on plan assets 1,373,100 1,067,530 - -
Actual company contributions 4,153,902 3,558,669 - -
Actuarial gain / (loss) - 81 - -
Benefits paid (1,187,303) (1,346,769) - -
Plan assets at the end of the year 1,8583,113 14,243,414 - -
Actual return on plan assets 1,373,100 1,067,611 - -

46 Annual Report 2012-13

III. Expenses recognised in the Statement of Profit and Loss for the year (Amount in `)

Particulars Gratuity (funded) Leave Encashment

March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012
Current service cost 3,510,944 2,750,880 2,958,516 1,527,840
Interest cost 1,557,255 1,297,400 749,855 631,721
Expected return on plan assets (1,373,100) (1,067,530) - -
Curtailment cost / (credit) - -  -  -
Settlement cost / (credit) - -  -  -
Past service cost - -  -  -
Actuarial losses/(gains) 2,147,526 1,398,650 655,905 237,595
Expense recognized in the statement 5,842,625 4,379,400 4,364,276 2,397,156
of profit & loss
Actual contribution and benefit pay-   - - 
ments for year
Actual benefit payments 1,187,303 1,346,769 698,329 502,700
Actual contributions 4,153,902 3,558,669 - -

IV. Amount recognised in the Balance Sheet (Amount in `)

Particulars Gratuity (funded) Leave Encashment
March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012
Present value of obligation at the end 24,461,896 18,927,671 12,780,073 9,114,126
of the year
Fair value of plan assets at the end of 18,583,113 14,243,414 - -
the year
Funded status [Surplus / (Deficit)] (5,878,783) (4,684,257) (12,780,073) (9,114,126)
Unrecognized past service costs - -  - 
Net asset / (liability) recognized in the (5,878,783) (4,684,257) (12,780,073) (9,114,126)
Balance Sheet
Amount classified as:
Long term provision (note 7) (3,723,197) (2,999,732) (11,423,257) (8,049,805)
Short term provision (note 11) (2,155,586) (1,684,525) (1,356,816) (1,064,321)

V. Actuarial Assumptions
Particulars Gratuity (funded) Leave Encashment
March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012
a) Economic Assumptions:
Discount rate (p.a.) 8.75% 8.75% 8.25% 8.75%
Rate of escalation in salary (p.a.) 6.00% 6.00% 6.00% 6.00%
Expected return on plan assets (p.a.) 9.25% 9.25% - -
b) Demographic Assumptions:
Normal Retirement age 58 years 58 years 58 years 58 years
Mortality LIC 94-96 ultimate
Withdrawal rates (p.a.)
18 to 30 years 18.00% 18.00% - -
31 to 44 years 10.00% 10.00% - -
44 to 58 years 2.00% 2.00% - -

Annual Report 2012-13 47

JAY USHIN LIMITED

VI. Experience Adjustments (Amount in `)
Particulars Gratuity (funded) Leave Encashment
March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012
Present value of obligation 24,461,896 18,927,671 12,880,073 9,114,126
Fair value of plan assets 18,583,113 14,243,414 - -
Surplus / (Deficit) (5,878,783) (4,684,257) (12,880,073) (9,114,126)
Experience adjustments on plan 1,199,952 2,143,446 218,218 591,360
liabilities- loss / (gain)
Experience adjustments on plan (17,103 ) 40,251 - -
assets- loss / (gain)

35. Earnings per share

The calculation of Earnings per share has been made in accordance with Accounting Standard (AS) - 20.
Statement on calculation of Basic and Diluted EPS is as under:
(Amount in `)
Earnings per share (before extraordinary item) Reference Units March 31, 2013 March 31, 2012
Profit after tax A Rs. 46,572,469 23,371,031
Weighted average no. of equity shares B Nos. 3,864,500 3,864,500
Add: Dilutive potential equity shares C Nos. - -
Number of equity shares D=B+C Nos. 3,864,500 3,864,500
(ofRs. 10/- each) for dilutive earnings per share
Basic and diluted earnings per share (A/B) 12.05 6.05
35. Segment reporting
The Company has identified one reportable business segment as primary segment, namely manufacturing and sale
of automobile components. The segment has been identified and reported taking into account the nature of products,
the deferring risks and returns, the organisation structure and the internal financial reporting systems.
The Company has identified its geographical segments as secondary segments.As the Company sells its
products outside India, the secondary segment is based on location of its customers. Information on geographic
segments is as follows:
Location (Amount in `)
March 31, 2013 March 31, 2012
Domestic Sales 5,100,755,059 4,543,678,908
Rest of Asia 61,741,608 38,055,635
America 2,575,941 8,996,150
Total 5,165,072,608 4,590,730,693
Information on assets has not been provided by location of customers as such information is not realistically
allocable and identifiable.
36. Leases
A. As lessee:
The Company has entered into cancellable operating lease arrangements which can be terminated by either
party after giving due notice for office space and residential accommodations for company directors. The
lease rent expense recognised during the year amounts to Rs.29,888,275(previous year Rs. 10,966,284).
B. As Lessor:
The Company has given office space and plant and machineryon cancellable lease terms.Other income
includes income from operating lease Rs.87,804,808(previous year Rs. 72,086,518).

48 Annual Report 2012-13

37. Related party disclosure
The disclosures as required by the Accounting Standard-18 (Related Party Disclosure) are given below:-
a. Names of related parties
Relationship Name of related party
(i) Joint Venturer Company U-shin Limited, Japan
(ii) Key Management Personnel (‘KMP’) and Mr. Jaideo Prasad Minda
their relatives Mr. Anil Minda
Mr. Ashwani Minda
Mr. Satoru Gokuda
(iii) Enterprise over which Key Managerial Jay FE Cylinders Limited
Personnel and their relatives are able to JNS Instruments Limited
exercise significant influence Modern Engineering Works
Jushin Enterprises
Jaycon Engineers
Kaashvi Industries
Jay Autocomponents Limited
Lizer Cylinders Limited
b. Included in the financial statements are the following amounts relating to transactions with related parties:
(Amount in `)
Transactions with related parties Year ended March 31, 2013 Year ended March 31, 2012
a) Revenue from operations
Joint Venturer Company
Sale of finished goods 13,608,523 8,163,288
Job Work Income - 35,000
Enterprises over which key managerial personnel and their relatives are able to exercise significant influence
Sale of finished goods
- JNS Instruments Limited 27,218,949 929,938
- Jushin Enterprises 2,673,517 3,719,096
- Jay Autocomponents Limited 80,565,362 110,857,378
- Lizer Cylinders Limited 14,741,904 -
Sale of scrap
- Jay Autocomponents Limited - 63,352
Sale of fixed assets
- Jay Autocomponents Limited 1,315 6,071,643
- Others -
Rent received from leased building
- JNS Instruments Limited 82,764,553 67,395,558
- Others 2,680,791 2,437,096
Reimbursements received
- JNS Instruments Limited 378,954 279,493
- Jay FE Cylinders Limited 22,019 89,225
- Others 44,454 -
b) Purchases
Joint Venture Company
Purchase of components 495,651 1,785,741
Purchase of consumables - -
Enterprises over which key managerial personnel and their relatives are able to exercise significant influence
Purchase of raw materials
- Jay Autocomponents Limited 30,969,411 38,148,372
Purchase of components

Annual Report 2012-13 49

JAY USHIN LIMITED
- Jushin Enterprises 2,891,775 2,671,118
- Jay Autocomponents Limited 709,331,942 562,639,267
- Others - -
Purchase of consumables 465
Purchase of fixed assets
- JayCon Engineers 1,406,283 2,563,155
- Others - 256,160
c) Expenditure
Joint Venture Company
Royalty 29,589,311 20,598,858
Job work charges - -
Payment of technical assistance fees& 5,085,876 5,886,616
other fees (included in other expenses)
Legal and professional charges - 59,422
Testing Charges (included in other expenses) 3,881,402 8,025,744
Reimbursement of expense incurred on 2,412,168 1,011,038
behalf of the Company
Key managerial personnel
Directors’ Remuneration*
- Mr. J.P. Minda 3,583,026 3,528,207
- Mr. Anil Minda 3,044,326 3,636,399
- Mr. Ashwani Minda 3,513,312 3,553,407
- Mr. Satoru Gokuda 100,000 1,200,000
Enterprises over which key managerial personnel and their relatives are able to exercise significant influence
Job work charges
- Modern Engineering Works 41496776 40,994,190
- Jay Autocomponents Limited 24319906 20,700,058
Reimbursement of expense incurred on behalf of the Company
- JNS Instruments Limited 6,414,722 5,340,891
- Others 67,788 105,880
Maintenance Expenses 217,300 11,691
Balance Outstanding as at year end
a) Payables
Joint Venture Company 15,129,154 26,633,544
Key managerial personnel - 32,669
Enterprises over which key managerial personnel and their relatives are able to exercise significant influence
- Modern Engineering Works 10,771,248 10,305,793
- Jay Autocomponents Limited 125,403,144 36,406,902
- Others 773,295 331,730
b) Advances received from customer
Joint Venturer Company 6,600,000 6,600,000
c) Receivables
Enterprises over which key managerial personnel and their relatives are able to exercise significant influence
- JNS Instruments Limited 60,939,317 27,024,578
- Lizer Cylinders Limited 4,813,109 -
- Others 636,308 2,739,273

50 Annual Report 2012-13

38. Auditor’s remuneration (excluding service tax) (Amount in `)
Particulars Year ended Year ended
March 31, 2013 March 31, 2012
Statutory audit 450,000 450,000
Tax audit 168,750 100,000
Limited reviews 300,000 250,000
Reimbursement of expenses 64,381 180,382
Total 983,131 980,382
39. In accordance with Accounting Standard 22 “Accounting for Taxes on Income” the net decrease in deferred
tax liability of Rs.7,589,039 (Previous year Rs. 8,638,811)has been recognized as benefit in the Statement of
Profit and Loss. The effect of significant timing difference as at March 31, 2013 that reverse in one or more
subsequent years give rise to the following net deferred tax liability:
Particulars (Amount in `)
March 31, 2013 (Benefit)/ charge March 31, 2012
for the year
Deferred tax liabilities
On account of written down value of fixed as- (49,212,846) 860,582 (48,352,264)
sets as per Income Tax Act, 1961 and total
of net block of tangible and intangible assets
as per financial statements
Total (A) (49,212,846) 860,582 (48,352,264)
Deferred tax assets
- Provision for gratuity 2,080,759 (560,952) 1,519,807
- Provision for leave encashment 4,170,727 (1,213,649) 2,957,078
- Royalty 10,000,385 - 10,000,385
- Provision for bonus 766,471 (52,305) 714,166
- Provision for warranty 10,036,811 (6,622,715) 3,414,096
Total (B) 27,055,153 (8,449,621) 18,605,532
Deferred tax liability (net) (A+B) (22,157,693) (7,589,039) (29,746,732)

40. In terms of notification no. G.S.R. 719(E) dated November 16, 2007 issued by the Central Government of India,
the disclosure of payments due to any supplier as at March 31, 2013 are as follows:
(Amount in `))
Particulars March 31, 2013 March 31, 2012
Balance of Sundry Creditors
- Principal amount due to Micro, Small and Medium Enterprises - -
- Principal amount due to Others
Trade payables 958,722,359 791,744,337
Payable for expenses 111,238,965 52,574,049
Payable for capital expenditure 12,199,719 16,363,440
Total 1,082,161,043 860,681,826
Interest accrued and due at the end of the year
-Interest on payments due to Micro, Small and Medium Enterprises - -

Annual Report 2012-13 51

JAY USHIN LIMITED
Particulars March 31, 2013 March 31, 2012
-Interest on payments due to others - -
-Interest due and payable on amounts paid during the year to Micro, - -
Small and Medium Enterprises beyond the appointed date
Total - -
Paid during the year - -
Principal amount (including interest) paid to Micro, Small and Medium - -
Enterprises beyond the appointed date
- Principal amount - -
- Interest thereon - -
Principal amount (excluding interest) paid to Micro, Small and Medium - -
Enterprises beyond the appointed date
Others
- Interest accrued in the prior year and paid during the year - -
- Interest accrued during the year and paid during the year - -

41. The Company’s foreign currency exposures as at the year end that has not been hedged by any derivative
instrument or otherwise are as follows:
Particulars Year ended Year ended Type Year ended Year ended
March 31, 2013 March 31, 2012 March 31, March 31, 2012
2013
(Rs.) (Rs.) (FC) (FC)
Receivable in foreign currency
Trade receivables 9,320,585 15,182,898 AED - 952,944
JPY 565,730 84,362
EUR - 23,833
USD 167,172 11,110
Payable in foreign currency
Trade payables 53,714,090 133,263,536 JPY 79,639,322 137,611,624
EUR 127 184
USD 123,701 901,906
External Commercial 134,816,064 197,016,339 JPY 228,967,500 312,352,500
Borrowings
Buyer’s Credit 197,051,555 137,894,008 USD 1,360,413 1,333,489
JPY 207,687,110 105,510,195
EUR - 38,640

42. Value of imported and indigenous raw material, Components and stores and spares consumed:
(Amount in `)
Particulars March 31, 2013 March 31, 2012
Value % of Total value Value % of Total value
Raw materials
Imported 189,404,576 35.74 168,539,987 38.46
Indigenous 340,501,871 64.26 269,673,344 61.54
Total 529,906,447 100.00 438,213,331 100.00

52 Annual Report 2012-13

 Components
Imported 447,966,059 12.58 611,224,241 19.10
Indigenous 3,111,245,638 87.42 2,588,182,165 80.90
Total 3,559,211,697 100.00 3,199,406,406 100.00
Spare parts
Indigenous 86,314,248 100.00 35,287,686 100.00
Total 86,314,248 100.00 35,287,686 100.00
Grand Total 4,175,432,392 3,672,907,423

43. C.I.F. value of imports (excluding material in transit) (Amount in `)

Particulars Year ended Year ended
March 31, 2013 March 31, 2012
i) Raw material 234,015,098         173,025,777
ii) Components 521,405,675         565,450,878
iii) Capital goods 17,870,312           25,088,943
Total 773,291,085 763,565,598

44. Net dividend remitted in foreign currency (Amount in `)

Year of remittance (ending on) March 31, 2013 March 31, 2012
Period to which it relates 2011-12 2010-11
Number of non resident shareholder - 1
Number of equity shares held on which dividend was due - 1,004,645
Amount remitted (Rs.) - 3,013,935.00
45. Expenditure in foreign currency
Particulars (Amount in `)
Year ended Year ended
March 31, 2013 March 31, 2012
i) Travelling 9,143,352 13,370,745
ii) Technical assistance fees and other fees 9,409,059 13,980,383
iii) Royalty 29,589,311 20,598,858
iv) Interest Expenses including repayment of principal 63,645,939 13,877,456
v) Others 1,995,945 2,002,272
Total 113,783,606 63,829,714
46. Earnings in foreign currency
Particulars (Amount in `)
Year ended Year ended
March 31, 2013 March 31, 2012
i) Export of goods on FOB basis 64,317,549 54,880,890
ii) Export of Job Work - 35,000
Total 64,317,549 54,915,890
47. Consequent to the notification issued by the Ministry of Corporate Affairs on December 29, 2011, the Company
adopted the option given in paragraph 46A of the Accounting Standard-11 “The Effects of Changes in Foreign
Exchange Rates” with effect from April 1, 2011. Accordingly, the exchange difference on foreign currency
denominated long term borrowings relating to acquisition of depreciable capital assets are adjusted in the
carrying cost of such assets and the exchange difference on other long term foreign currency monetary items
is amortised w.e.f. April 1, 2011 over its tenor till maturity.
Consequent to the adoption of the policy, the company has transferred foreign exchange fluctuation loss (net)
ofRs. Nil(previous year Rs. 21,281,448) during the year ended March 31, 2013 to depreciable capital assetsand
foreign exchange fluctuation loss (net) of Rs.Nil(Previous year Rs. 5,976,743 to capital work in progress.

Annual Report 2012-13 53

JAY USHIN LIMITED
48. The company has recognized provision for expected warranty claims on products sold during the last two years as
per warranty period on respective models, based on past experience of level of repairs and returns. Assumption
used to calculate the provision for warranties are based on current sales level and current information available
about returns based on the warranty period for all products sold.

Particulars (Amount in `)
Year ended Year ended
March 31, 2013 March 31, 2012
Opening balance 10,522,715 -
Add: Provision made during the year 30,624,299 30,463,243
Less: Paid during the year 10,686,868 19,940,527
Closing balance 30,460,146 10,522,716
Amount classified as:
Short term provisions 15,230,073 5,261,358
Long term provisions 15,230,073 5,261,358

49. The expenditure incurred by in-house R&D center located at Plot No- 282, Phase-6, Sector-37, Gurgaon and
approved by Ministry of Science & Technology (Department of Scientific and Industrial Research) vide letter
No. TU-IV/RD/3558/2012 dated December 31, 2012 are as under:
(Amount in `)
Particulars Year ended March 31, 2013 Year ended March 31, 2012
Capital expenditure 1,734,059 Nil
Revenue Expenditure (Including salary to 38,641,363 Nil
R&D staff & other related expenses)

50. Previous year figures have been recast/regrouped wherever necessary.

As per our report of even date

For S S Kothari Mehta & Co. For and on behalf of the Board of
(Chartered Accountants) Directors of Jay Ushin Limited
Firm Registration No.: 000756N

K K Tulshan J P Minda Ashwani Minda S K Vijayvergia

Partner Chairman Managing Director VP (Finance)
Membership No.: 85033
Place : Gurgaon
Dated : May 30, 2013

54 Annual Report 2012-13

 JAY USHIN LIMITED
Registered Office : GI-48, G.T. Karnal Road, Industrial Area, Delhi -110033

ATTENDANCE SLIP – ANNUAL GENERAL MEETING

I/We hereby record my/our presence at the 27th Annual General Meeting of the Company at Clark Greens, G1,
Pushpanjali Farms, Dwarka Link Road, Bijwasan, New Delhi-110061 on Monday, September 30, 2013 at 2.30 P.M.

Name of the shareholder

Folio /Client ID No.

DP ID No.

Name of Proxy/Representative, if any

Signature of Shareholder/Proxy/Representative

Note: Shareholders/Proxy holders are requested to bring their Attendance Slips with them and hand them
over at the gate of the Meeting Hall after their Signatures.

JAY USHIN LIMITED

Registered Office : GI-48, G.T. Karnal Road, Industrial Area, Delhi -110033

PROXY FORM – ANNUAL GENERAL MEETING

I/We……………………....……………………..of……….......................................………....…………….in the district of

……………………………..................………………being a Member/Members of the above named Company hereby

appoint………………………………………………….of…………………….............................................in the district of

……………………………………...........…or failing him………..................................………………………................of

……………………………….. in the district of ……………………… as my/our Proxy to attend on my/our behalf the
27th Annual General Meeting of the Company to be held on Monday, September 30, 2013 at 2.30 P.M at Clark
Greens, G1, Pushpanjali Farms, Dwarka Link Road, Bijwasan, New Delhi-110061.

Folio /Client ID No.

DP ID No. Revenue
Stamp
Signature

Address

Note :
1. The Proxy need not be a member.
2. The Proxy form duly signed and stamped should reach the Company’s Registered Office at least 48
hours before the time of Meeting