DIRECTORS' REPORT

TO THE SHAREHOLDERS

Your Directors are pleased to present their Sixty-sixth (66th) Report on the business and operations of the Company for the Financial Year ended 31st March, 2015.

Performance Review

During the year under review, revenues grew by 2.27% approx. to INR 38151.79 Lacs. Whereas, other income increased by 105.07% approx. to INR 507.06 Lacs only. While Profit before tax increased by 3.71% approx. to INR 2123.27 Lacs. Profit after tax also improved by 5.13% approx. to INR 1455.33 Lacs. Earnings per Share for the year stood at INR 24.40 only.

Dividend

Your Directors had declared Interim Dividend of INR 4/- (40 percent per equity share) per share in the meeting of Board of Directors of the Company held on 23rd January, 2015. Keeping in view the performance for the year 2014-15, Interim Dividend is considered as Final Dividend.

Transfer of Unclaimed Dividend to Investor Education & Protection Fund (IEPF)

As per Section 124 and 125 of the Companies Act, 2013, any amount in the unpaid dividend accounts of the Company, which has remained unclaimed and unpaid for a period of seven years from the date they become due for payment, needs to be transferred to 'Investor Education and Protection Fund' (IEPF Fund) established by the Central Government.

Transfer to Reserves

After payment of interim dividend, an amount of INR 11,00,00,000/- (INR Eleven Crores only) generated out of profits of the Company has been transferred to General Reserve Account during this Financial Year. Moreover, an amount of INR 4,08,76,438/- is proposed to be carried forward in the Profit and Loss account.

Subsidiary, Joint Ventures, Associate Companies

Your Company has no subsidiary company. Its Joint ventures and Associate Companies are:

a) JMA Rane Marketing Limited (CIN No.: U51909DL1991PLC042645);

b) JullundurAuto Sales Corporation Limited (CIN.: U34101DL1959PLC003066); &

c) ACL Components Limited (CIN No.: U32204HR1985PLC049478)

All the associates & joint venture are involved in the business of distribution of spare parts in different regions of India. A statement showing the salient features of the financial statement of the associate and joint ventures companies are attached herewith as Annexure - A forming part of this report.

Public Deposits

Pursuant to Section 74 of the Companies Act, 2013 and rules made thereunder, the Company had made the repayment of entire deposits amounting to INR 9,23,54,000/- standing as on 1st April, 2014. Moreover, the Company had also not accepted any fresh public deposits during the FY 2014-15. There were no overdue(s) on accounts of principal or interest on public deposits.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are not applicable to the Company during the period under review.

Changes in Share Capital

There has been no change in Share Capital of the Company as compared to last Financial Year. Extract of Annual Report

Form MGT-9 providing an extract of the Annual Return as prescribed under Section 92 of the Companies Act, 2013 and the Rules made thereunder, is annexed as Annexure - B of this Report.

Directors and Key Managerial Personnel

In accordance with Section 52 of the Companies Act, 2013 and Articles of Association of the Company, Shri Aditya Puri (DIN: 00052534) and Shri Ranjit Puri, (DIN: 00052459) Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

During the year under review, Shri Virat Sondhi (DIN: 00092902) had resigned from the office of the permanent Chairmanship of the Company on 28th May, 2014. However, Shri Sondhi continues to be Managing Director of the Company. Subsequently, CA Subhash Chander Vasudeva (DIN: 00055588), Independent Director, had been unanimously appointed as Permanent Chairman of the Board in the meeting of Board of Directors held on 28th day of May, 2014. However, Disclosure had already been in Annual Report of Financial Year 2013-14 in this regard.

Smt. Dipika Chopra (DIN: 00640583) and Shri Satinder Lal Puri (DIN: 02311844) had resigned from the directorship of the Company w.e.f 27th May, 2014 and 29th September, 2014 respectively. The Board places on record its deep appreciation for their invaluable support and guidance during their association with the Company.

Your Directors had appointed Shri Sanjay Saigal (DIN: 06883322) and CA Mohindar Mohan Khanna (DIN: 00025428) as an Additional Directors in the category of Independent Directors on the Board of the Company w.e.f. 28th May, 2014 and 29th September, 2014 respectively. However, appointment of Shri Sanjay Saigal had been confirmed by the shareholders of the Company in their annual general meeting held on 29th September, 2014 for a period of 5 year as an Independent Director on the Board of the Company.

Whereas, CA Mohindar Mohan Khanna (DIN: 00025428) shall hold the office of Additional Director (Independent Director) till the conclusion of 66th Annual General Meeting subject to confirmation by the shareholders of the Company.

Existing term of Shri Virat Sondhi, Managing Director and Shri Deepak Arora, Joint Managing Director of the Company had been expired w.e.f. 31st March, 2015. Accordingly, the Board of Directors of the Company in their meeting held on Monday, 23rd March, 2015 has, subject to the approval of shareholders in ensuing annual general meeting, reappointed Shri Virat Sondhi as Managing Director and Shri Deepak Arora as Joint Managing Director of the Company for a period of 5 years from the date of expiration of their existing term. Since, Shri Virat Sondhi has already attained the age of 77 years, his appointment will be subject to approval of shareholders by way of passing Special Resolution.

Detailed profiles of appointee directors are given in Corporate Governance Report section as attached to Directors Report of the Company.

Your Directors recommend the reappointment of retiring directors, confirmation of appointment of Additional Director as Director, re-appointment of Managing Director and Joint Managing Director, who are also being re - appointed in view of the enabling provisions of the Companies Act, 2013 and the Rules made thereunder.

Declaration by Independent Director(s)

All Independent Directors have furnished declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 read with rules made thereunder and Clause 49 of the Listing Agreement.

Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 & rules made thereunder and the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

Number of Board Meetings

Your Board met 06 (Six) times during the year under review. The details of the Board meetings and attendance of Directors are provided in the Corporate Governance Report.

Remuneration Policy

The Board on the recommendation of the Nomination & Remuneration Committee has adopted the policy for selection, appointment and remuneration for the Directors, Key managerial personnel and senior management

employees of the Company. Said policy is available on website of the Company i.e. www.jmaindia.com

Directors Responsibility Statement

In terms of Section 134(3) (C) of the Companies Act, 2013, your directors state that:

? in the preparation of the annual financial statements for the year ended 31st March 2015, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

? they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company at the end of the Financial Year and of the profit of the Company for that period;

? they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

? they have prepared the annual accounts on a going concern basis;

? they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

? they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors

I. Statutory Auditors

The Company's Auditors, M/s V P Vijh & Co., Chartered Accountants (FRN001248N), Jalandhar City, Punjab, who was appointed as Statutory Auditors of the Company for a period of three consecutive years in 65th Annual General Meeting, subject to the ratification at every Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Companies Act 2013 and the Rules framed thereunder for ratification of their appointment as Statutory Auditor of the Company for Financial Year 2015-16 vide certificate dated 12th August, 2015. Therefore, it is proposed and recommended to ratify the appointment of M/s V P Vijh & Co., Chartered Accountants, as Statutory Auditors of the Company from the conclusion of the 66th Annual

General Meeting till the conclusion of 67th Annual General Meeting.

II. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 & the Rules made thereunder, the

Company had appointed M/s Vijay K Singhal & Associates, a firm of Company Secretaries in Practice (COP No.: 10385) to undertake the Secretarial Audit of the Company for Financial Year 2015-16. Secretarial Audit Report is attached herewith in Annexure-C.

III. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and the Secretarial Auditors in their reports

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or the

Secretarial Auditors in their reports.

Listing at Stock Exchange having Nationwide Trading Terminal

Your directors feel privilege to state that equity shares of your Company are now listed and being traded on National Stock Exchange of India Limited w.e.f. 16th March, 2015. Scrip Code allotted to the Company is JMA.

Related Party Transactions

All the related party transactions were entered, during the year under review, were on arm's length basis and were in ordinary course of business. There are no materially significant related party transactions i.e. transactions exceeding 10% of the Annual Turnover as per last Audited Financial Statement, entered by the Company. Accordingly, the disclosures of related party transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in prescribed Form AOC-2 is not applicable.

The policy on related party transactions as approved by the Board is uploaded on the Company's website at the web link: <http://jmaindia.com/download/Policy%20on%20Materiality%20of%20Related%20PartyTransaction(s).pdf>

There are no materially significant related party transactions entered by the Company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Omnibus approval of the Audit Committee and also, the Board is obtained for the transactions which are of repetitive nature.

Particulars of loans, guarantee or investments under section 186 of the Companies Act, 2013 & rules made thereunder

Neither Loan nor guarantee nor investments had been made during the year under review by the Company which falls under the preview of Section 186 of the Companies Act, 2013 and the Rules made thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The statements contained in this section describing the Company's objectives, projections, estimates, expectations may be considered to be 'forward looking statements' which the management believes are true to the best of its knowledge at the time of preparation within the meaning of applicable laws, rules and regulations. Actual results may differ materially from those expressed or implied. The Company assumes no responsibility to amend, modify or revise any forward looking statements on the basis of any subsequent development, information or events.

INDUSTRIAL DEVELOPMENT OVERVIEW

In the context of core business of the Company in replacement market, we observe no improvement in the commercial vehicle sector and tractor business. We expect marginal growth in our core segment and bi-wheelers segment.

There is a drop in business due to no improvement in the activities in mines. We anticipate some improvement in core sector due to planned investment by the Government.

FUTURE PLANS & OUTLOOK

In the first quarter of Financial Year 2015-16, we see no improvement in ground realities so far. We expect improvement in the business in second half of Financial Year 2015-16 due to certain positive steps taken by the Government.

OPPORTUNITIES

Your Company expects relatively high growth in sales as compared to the last Financial Year. We anticipate higher growth in GDP which will result in increase in transportation activities. Prospects of normal monsoon so far result in increase in production in agricultural sector which will further boost the business of the Company.

THREATS AND RISKS

Surplus capacities are available with the unutilized ancillary capacities. There is a possibility of our gross margins going down due to surplus availability of spare parts in the ancillary market.

Corporate Governance Report and CEO & CFO Certification

Pursuant to Clause 49 of the Listing Agreement entered into with Stock Exchanges, a detailed Corporate Governance Report forms the part of this Annual Report. Certificate of the Auditors on compliance of Clause 49 and CEO & CFO Certificate on financials, are attached to the report of Corporate Governance and forms part of this Annual Report.

Risk Management Policy

Pursuant to the requirement of the Companies Act, 2013 & rules made thereunder & Clause 49 of the Listing Agreement, the Company has adopted a well-defined risk management policy. Your Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. It improves decision-making, defines opportunities and mitigates material events that may impact shareholder value.

Internal Control Systems and Internal Financial Control

The Company has effective and adequate internal control systems covering all areas of operations. The Internal Control System provides for well documented policies/guidelines, authorizations and approval procedures. The Internal control system stipulates a reasonable assurance with regard to maintaining of proper accounting controls, protecting assets from unapproved use and compliance of statutes.

In addition to Internal Audit, the Company, through its own internal audit department, carries out periodic audits at various branches. The observations, arising out of audit, are periodically reviewed and compliances ensured. The summary of the Internal Audit observations and the status on implementation of corrective actions are reported to the Audit Committee of the Board of Directors for their review.

Corporate Social Responsibility Initiatives

In accordance with the requirements laid down in Section 135 of the Companies Act, 2013 and the Rules made there under, the Company has adopted a formal Corporate Social Responsibility (CSR) Policy. CSR Policy as approved by the Board is uploaded on the Company's website at the web link:

<http://jmaindia.com/download/Policy%20on%20Corporate%20Social%20Responsibility.pdf>

Further, as part of its initiatives under CSR, the Company has contributed @ 2% amounting to INR 42,00,000/- into "Prime Minister Relief Fund" administered by the Central Government. Annual Report on CSR is attached herewith as Annexure - D.

Composition of the Audit Committee

Audit Committee comprised of 4 Directors viz. CA Mohindar Mohan Khanna (DIN: 00025428), Chairman, CA Subhash Chander Vasudeva (DIN: 00055588), Shri Virat Sondhi (DIN: 00092902) and Shri Avinash Chander Anand (DIN: 00103964). The Chairman, CA Mohindar Mohan Khanna, an Independent Director, is a Chartered Accountant by profession and has accounting and financial management expertise. More details about the Audit Committee are given in the Corporate Governance Report.

Vigil Mechanism-cum- Whistle Blower Policy

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has a Vigil Mechanism - cum - Whistle Blower Policy for establishing a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics policy. The said mechanism also provides for adequate safeguards to the whistle blowers from victimization, harassment or disciplinary proceedings. Said policy is also uploaded on website of the Company for the access of any person.

Woman Director

In term of Section 149 of the Companies Act, 2013 and Clause 49 of Listing Agreement, Ms. Shuchi Arora is serving on the Board of Company.

Key Managerial Personnel

The following are the key managerial personnel under the Companies Act, 2013

1. Shri Virat Sondhi, Managing Director;

2. Shri Deepak Arora, Joint Managing Director;

3. CA Narinder Pal Singh, Chief Financial Officer; and

4. CS Sachin Saluja, Company Secretary & Compliance Officer

Cost Audit

Since the Company is inter-alia engaged into the business of trading of auto spare parts across India, maintenance of cost records and audit thereof as specified by the Central Government under section 148 of Companies Act 2013 and Rules made there, are not applicable.

Internal Auditors

The Company continues to appoint M/s D Sen Gupta & Associates, a firm of cost accountants as Internal Auditors of the Company.

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

The Company has in place an Anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to receive & redress complaints received. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no complaint received from any employee during the Financial Year 2014-15 and hence no complaint is outstanding as at the end of the year for redressal.

Human Resources

At the end of March 2015, the total employee strength was 534. The Company's focus is to drive each employee to be more productive. Regular training programmes at various levels are in operation. Incentives are given wherever required to motivate staff to meet Company's overall objectives.

Remuneration Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures are attached herewith as Annexure-E.

Acknowledgment

The Directors wish to convey their thanks to various Central and State Government departments, Organizations and Agencies for the continued help and co-operation extended by them.

The Directors would also like to thank the Shareholders, Customers, Bankers, Suppliers, Manufacturers and all other stakeholders for their continuous support given by them to the Company and their confidence in its management. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of

Jullundur Motor Agency (Delhi) Limited

CA Subhash Chander Vasudeva

Chairman

(DIN: 00055588)

Place : Gurgaon

Date: 12th August, 2015