mr. u. k. jain- chairman & non-executive director · 2014. 9. 9. · mr. nitin jain- managing...

BOARD OF DIRECTORSMr. U. K. Jain- Chairman & Non-Executive DirectorMr. Nitin Jain- Managing DirectorMr. Milan Jain- Executive DirectorMrs. Suman AggarwalMr. Vinay PanchamiyaMr. Rajendra Prasad Agrawal

VICE PRESIDENT (LEGAL) BANKERS& COMPANY SECRETARY Syndicate BankMs. Monika Gupta IDBI Bank Ltd.

REGISTRAR & TRANSFER AGENT AUDITORSSkyline Financial Services Private Limited M/s R. Jain & Sanjay AssociatesD-153 A, Okhla Industrial Area, Chartered Accountants, DelhiPhase - I, New Delhi - 110 020Tel. No. : 26812682-83-84e-mail : [email protected]

REGISTERED OFFICE CORPORATE OFFICE63-64, Gokhale Market, Plot No.99, Phase-IV,New Delhi-110054 Udyog Vihar, Gurgaon (Haryana)Tel. No. : 23914320-21 e-mail : [email protected] No. : 23916350e-mail : [email protected]

WORKS

● Plot No.46, Sector-3, IMT, Manesar, Gurgaon (Haryana)

● 10, Indraprastha Estate, 12/2, Mathura Road, Faridabad (Haryana)

● D-2 Block, Plot No.29/5, MIDC Industrial Area, Chinchwad, Pune (Maharashtra)

● D-2/44, MIDC Industrial Area, Chinchwad, Pune (Maharashtra)

● Plot No.78, Sector-6, Faridabad (Haryana)

● C-10, MIDC Industrial Area, Waluj, Aurangabad (Maharashtra)

CONTENTS PAGE NO.

Notice 1

Directors’ Report 4

Report on Corporate Governance 5

Management and Discussion Analysis 9

Auditors’ Report 10

Balance Sheet 13

Profit & Loss Account 14

Cash Flow Statement 25

Lumax Automotive Systems Ltd.NOTICE

NOTICE is hereby given that the 14th Annual General Meeting of the membersof Lumax Automotive Systems Limited will be held on Friday, the 26th day ofSeptember 2014 at 10.00 A.M. at The Executive Club, 439, Village Shahoorpur,P.O. Fatehpur Beri, New Delhi- 110 074 to transact the following businesses:ORDINARY BUSINESS1. To receive, consider and adopt the audited Balance Sheet of the Company

as at 31stMarch, 2014 and the Profit & Loss Account for the year ended onthat date together with reports of the Directors and the Auditors thereon.

2. To appoint a director in place of Mr. U.K. Jain, who retires by rotation andbeing eligible, offers himself for re-appointment.

3. To re-appoint M/s. R. Jain & Sanjay Associates, Chartered Accountants,New Delhi, the retiring Auditors of the Company, as the Statutory Auditorsof the Company having firm registration no.012377N on remuneration asmay be fixed by the Board of Directors.

SPECIAL BUSINESS4. To appoint Mrs. Suman Agarwal as an Independent Director and in this

regard to consider and if thought fit, to pass with or without modification(s),the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and152 and other applicable provisions, if any, of the Companies Act, 2013and the Rules made thereunder, read with Schedule IV to the said Act,Mrs. Suman Agarwal , who was appointed as an Additional Directorpursuant to the provisions of section 161(1) of the Companies Act, 2013who holds office up to the date of this annual general meeting and inrespect of whom the Company has received a notice in writing undersection 160 of the Companies Act, 2013 from a member proposing hercandidature for the office of director, be and is hereby appointed as anIndependent Director of the Company to hold office for 5 consecutiveyears effective from the date of her appointment.”

5. To appoint Mr. Rajendra Prasad Agrawal as an Independent Director andin this regard to consider and if thought fit, to pass with or withoutmodification(s), the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and152 and other applicable provisions, if any, of the Companies Act, 2013and the Rules made thereunder, read with Schedule IV to the said Act,Mr. Rajendra Prasad Agrawal, Director of the Company who holds officeup to the date of this annual general meeting and in respect of whom theCompany has received a notice in writing from a member proposing hiscandidature for the office of director, be and is hereby appointed as anIndependent Director of the Company to hold office for 5 consecutiveyears effective from September 26, 2014.”

6. To appoint Mr. Vinay Mansukhlal Panchamiya as an Independent Directorand in this regard to consider and if thought fit, to pass with or withoutmodification(s), the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and152 and other applicable provisions, if any, of the Companies Act, 2013and the Rules made thereunder, read with Schedule IV to the said Act,Mr. Vinay Mansukhlal Panchamiya, Director of the Company who holdsoffice up to the date of this annual general meeting and in respect of whomthe Company has received a notice in writing from a member proposinghis candidature for the office of director, be and is hereby appointed as anIndependent Director of the Company to hold office for 5 consecutiveyears effective from September 26, 2014.”

By Order of the BoardFor Lumax Automotive Systems Limited

Place: New Delhi Monika GuptaDate: 26/08/2014 Company Secretary

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NOTES:1. An Explanatory Statement pursuant to Section 102 of the Companies Act,

2013 relating to the Special Businesses to be transacted at the AnnualGeneral Meeting (AGM) is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUALGENERAL MEETING (AGM) IS ENTITLED TO APPOINT A PROXY TOATTEND AND VOTE ON A POLL INSTEAD OF HERSELF/HIMSELFAND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.The instrument appointing proxy should, however, be deposited at theRegistered Office of the Company duly completed and signed not lessthan forty eight (48) hours before the commencement of the Meeting.Proxies submitted on behalf of limited companies, societies, etc. must besupported by appropriate resolutions / authority as applicable. A personcan act as proxy on behalf of members not exceeding fifty (50) andholding in the aggregate not more than 10% of the total share capital of theCompany. In case, a proxy is proposed to be appointed by a memberholding more than 10% of the total share capital of the Company carryingvoting rights, then such proxy shall not act as a proxy for any otherperson or member.

3. Shareholders are requested to bring their copy of Annual Report to themeeting, as no separate copy would be provided at the venue of theAnnual General Meeting.

4. Corporate Members are requested to send a board resolution duly certified,authorising their representative to attend and vote on their behalf at theAnnual General Meeting.

5. The Register of Members and Share Transfer Books of the Company willremain closed from September 19, 2014 to September 26, 2014 (bothdays inclusive).

6. Brief resume of Directors including those proposed to be appointed / re-appointed, giving relevant details are provided in the Corporate GovernanceReport forming part of the Annual Report

7. Relevant documents referred to in the accompanying Notice and theStatement are open for inspection by the members at the Registered Officeof the Company on all working days, except Saturdays, during businesshours up to the date of the Meeting.

8. Members who hold shares in dematerialized form are requested to bringtheir Client ID and DPID numbers for easy identification of attendance at themeeting.

9. Members holding shares in dematerialized form are requested to intimateany change in their address, bank details, ECS details etc. to their respectiveDepositories Participants and those holding shares in physical form arerequested to intimate the above mentioned changes to the SecretarialDepartment at the Registered Office of the Company.

10. Equity Shares of the Company are under compulsory demat trading by allinvestors. Those Members who have not dematerialized their shareholdingare advised to dematerialize their shareholding to avoid any inconveniencein future.

11. Members are requested to bring their Attendance Slip along with the copyof Annual Report to the Meeting.

12. In case of joint holders attending the Meeting, only such joint holder who ishigher in the order of names in the Register of Members of the Companywill be entitled to vote.

13. Non-Resident Indian Shareholders are requested to inform M/s SkylineFinancial Services Pvt. Limited immediately:- The change in the residential status on return to India for permanent

settlement.- The particulars of the Bank Account maintained in India with complete

name, branch, account type, account number, and address of theBank, if not furnished earlier.

14. As mandated by the Securities and Exchange Board of India (SEBI),members are requested to send copy of the PAN card along with otherdocuments while sending their request for transfer of shares in physicalform, deletion of name of the deceased shareholders, transmission ortransposition of shares etc., to the Registrar & Share Transfer Agent of theCompany.

15. Members, who hold shares in physical form in multiple folios in identicalnames or joint holding in the same order of names, are requested to sendthe Share Certificate(s) to the Company for consolidation into a single folio.

16. Green initiative in the Corporate Governance:The Ministry of Corporate Affairs has taken a Green Initiative in the CorporateGovernance by allowing paperless compliances by the companies andhas issued circulars stating that service of notice/documents includingAnnual Report can be sent by e-mail to its members. To support this greeninitiative of the Government in full measure, members who have notregistered their e-mail addresses so far, including change, if any, arerequested to register their e-mail addresses, immediately in respect ofelectronic holdings with the Depository through their concerned DepositoryParticipants and Members who hold shares in physical form with theCompany at [email protected] or at its Registered Office at 63-64,Gokhale Markert, Delhi-11005.The Notice of the AGM along with the Annual Report 2013-14 is being sentby electronic mode to those members whose e-mail addresses areregistered with the Company/ Depositories, unless any member hasrequested for the physical copy of the same.

17. Voting through electronic meansI. In compliance with provisions of Section 108 of the Companies Act,

2013 and Rule 20 of the Companies (Management and Administration)Rules, 2014 and Clause 35B of the Listing Agreement, the Company ispleased to provide members facility to exercise their right to vote at the14th Annual General Meeting (AGM) by electronic means and thebusiness that may be transacted through e-Voting Services providedby National Securities Depository Limited (NSDL):The instructions for e-voting are as under:

a. In case a Member receives an email from NSDL [for members whoseemail IDs are registered with the Company/Depository Participants(s)]:i. Open email and open PDF file viz; “lumax-Voting.pdf” with your

Client ID or Folio No. as password. The said PDF file containsyour user ID and password/PIN for e-voting. Please note that thepassword is an initial password.

ii. Open the internet browser by typing the following URL: https://www.evoting.nsdl.com.

iii. Click on Member - Login.iv. In case you are already registered with NSDL for e-voting then

you can use your existing user ID and password else, put user IDand password as initial password/ PIN noted in step (i) above.Click Login.

v . Password change menu will appear.Change the password/PIN with new password of your choicewith minimum 8 digits/characters or combination thereof. Note thenew password. It is strongly recommended not to share yourpassword with any other person and take utmost care to keepyour password confidential.

v i . Once the e-voting Home page opens, click on e-Voting: ActiveVoting Cycles.

vi i . Select “EVEN” (e-voting event No.) of Lumax AutomotiveSystems Ltd.

viii. Now you are ready for e-voting as Cast Vote page opens.i x . Cast your vote by selecting appropriate option and click on “Submit”

and also “Confirm” when prompted.

x . Upon confirmation, the message “Vote cast successfully” will bedisplayed.

x i . Once you have voted on the resolution, you will not be allowedto modify your vote.

xi i . Institutional members (i.e. Other than individuals, HUF, NRI etc.)are required to send scanned copy (PDF/JPG Format) of theirrelevant Board Resolution / Authority letter etc. together with attestedspecimen signature of the duly authorized signatory/(ies) whoare authorized to vote, to the Scrutinizer through e-mail [email protected] with a copy marked to [email protected]

b. In case a Member receives physical copy of the Notice of AGM [formembers whose email IDs are not registered with the Company/Depository Participants(s) or requesting physical copy] :i. Initial password is provided as below/at the bottom of the Attendance

Slip for the AGM:

EVEN USER ID PASSWORD(E-Voting Event Number)

– – –

ii. Please follow all steps from Sr. No. (ii) to Sr. No. (xii) Above, tocast vote.

II. In case of any queries, you may refer the Frequently Asked Questions(FAQs) for Members and e-voting user manual for Members availableat the Downloads Section of www.evoting.nsdl.com

III. You can also update your mobile number and e-mail id in the userprofile details of the folio which may be used for sending futurecommunication(s).

IV. The e-voting period commences on September 19, 2014 (9:00 a.m.)and ends on September 21, 2014 (6:00 p.m.). During this period,members of the Company, holding shares either in physical form orin dematerialized form, as on the cut-off date August 22, 2014, maycast their vote electronically.

V. The e-voting module shall be disabled by NSDL for e-voting thereafter.Once the vote on a resolution is cast by the member, the membershall not be allowed to change it subsequently.

VI. The voting rights of members shall be in proportion to their shares ofthe paid up equity share capital of the Company as on the cut-off dateof August 22, 2014.

VII. The Scrutinizer shall within a period not exceeding three (3) workingdays from the conclusion of the e-voting period, unblock the votes inthe presence of at least two (2) witnesses not in the employment ofthe Company and make a Scrutinizer’s Report of the votes cast infavour or against, if any, forthwith to the Chairman of the Company.

VIII. The Results declared along with the Scrutinizer’s Report shall beplaced on the Company’s website www.lumaxauto.com and on thewebsite of NSDL within two (2) days of passing of the resolutions atthe AGM of the Company and communicated to the Stock Exchanges.‘

By order of the BoardFor Lumax Automotive Systems Ltd.


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Lumax Automotive Systems Ltd.EXPLANATORY STATEMENTItem no. 4The board of directors of the Company appointed, pursuant to the provisions ofsection 161(1) of Act, Mrs. Suman Agrawal as an Additional Director of theCompany with effect from August 26, 2014.In terms of the provision of section 161 (1) of the Act, Mrs. Suman Agrawalwould hold office up to the date of the ensuing annual general meeting.The Company has received a notice in writing from a member along with thedeposit of requisite amount under section 160 of the Act proposing the candidatureof Mrs. Suman Agarwal for the office of Director of the Company.The provisions of the Companies Act, 2013 with respect to appointment andtenure of the Independent Directors have come into effect. As per the saidprovisions, the Independent Directors shall be appointed for not more than twoterms of five years each and shall not be liable to retire by rotation at everyAGM.Upon the approval of the shareholders to her appointment, as an IndependentDirector, the appointment of Mrs. Suman Agrawal, as such, shall be formalizedby Board by issuing a letter of appointment to him, which shall be open forinspection by the members at the registered office of the Company, in terms ofapplicable provisions of the Act.A brief profile of proposed Independent Director is included as a part of CorporateGovernance Report.None of the Directors or Key Managerial Personnel of the Company and theirrelatives, other than Independent Director for her respective appointment, areconcerned or interested, financially or otherwise, in these Resolutions. TheBoard recommends the Ordinary Resolution as set out at item no. 4 forapproval of the Members.Item no. 5 and 6In accordance with the relevant provisions of the Articles of Association of theCompany and the erstwhile provisions of the Companies Act, 1956, Mr.Rajendra Prasad Agrawal and Mr. Vinay Panchamiya, Independent Directorswere appointed by the Members of the Company on the basis of retire byrotation. The provisions of the Companies Act, 2013 with respect to appointmentand tenure of the Independent Directors have come into effect. As per the saidprovisions, the Independent Directors shall be appointed for not more than twoterms of five years each and shall not be liable to retire by rotation at everyAGM.The Board of Directors of the Company has decided to adopt the provisionswith respect to appointment and tenure of Independent Directors which is

consistent with the Companies Act, 2013 and the amended Listing Agreement.Accordingly, the Independent Directors will serve for not more than two termsof five years each on the Board of the Company. In the transition to theCompanies Act, 2013, which is effective 1st April, 2014, those IndependentDirectors who have already served for ten or more years will serve for amaximum period of one term of five years. This is consistent with the provisionsof Companies Act, 2013. In effect, the transition will be managed by re-appointing such Independent Directors for a period of one more term that doesnot exceed five years.In terms of Section 149 and any other applicable provisions of the CompaniesAct, 2013, Mr. Rajendra Prasad Agrawal and Mr. Vinay Panchamiya beingeligible, offer themselves for appointment as Independent Directors on theBoard of the Company. It is therefore proposed to appoint Mr. Rajendra PrasadAgrawal and Mr. Vinay Panchamiya as Independent Directors on the Board ofthe Company for a term upto five consecutive years, commencing from 26thSeptember, 2014. A brief profile of proposed Independent Directors is includedas a part of Corporate Governance Report.Upon the approval of the shareholders to their appointments, as an IndependentDirector, the appointments of Mr. Rajendra Prasad Agrawal and Mr. VinayMansukhlal Panchamiya, as such, shall be formalized by Board by issuing aletter of appointment to them, which shall be open for inspection by the membersat the registered office of the Company, in terms of applicable provisions of theAct.Notices have been received from Members proposing candidature of theabove Directors for the office of Independent Director of the Company. In theopinion of the Board, Mr. Rajendra Prasad Agrawal and Mr. Vinay Panchamiya,fulfils the conditions specified in the Companies Act, 2013 and the Rules madethereunder for appointment as Independent Directors of the Company.None of the Directors or Key Managerial Personnel of the Company and theirrelatives, other than Independent Directors for their respective appointment, areconcerned or interested, financially or otherwise, in these Resolutions. TheBoard recommends the Ordinary Resolutions as set out at item no. 5 and 6 forapproval of the Members.

By order of the BoardFor Lumax Automotive Systems Ltd.


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Details of the directors seeking re-appointment/appointment in annual general meeting scheduled on September 26, 2014.

Name of director Date of Date of Qualifi- Expertise in specific Name of the Companies in Name ofbirth appointment cations functional area which also holds directorship Companies in the

committees ofwhich holdsmembership/chairmanship

Mr. U.K. Jain 11/10/1950 15/01/2003 BA Wide experience in 1. Lucky Capital Pvt. Ltd. NilAutomobile Industry 2. Toray Auto Industries Pvt. Ltd.

3. Lumax Automotive Components Systems Private Ltd.

Mr. Vinay 26/08/1951 18/05/2004 B.Sc. Wide experience in Nil NilPanchmiya trading business of furniture

and garments.Mr. Rajender 02/10/1951 26/05/2012 B.Sc Wide experience in trading Nil NilPrasad Agarwal business of steel and also

provide consultancy inDPS Megacity Kolkata

Mrs. Suman 02/01/1954 26/08/2014 BA Wide experience in civilAgrawal construction line Nil Nil

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DIRECTORS’ REPORTTo the members ofLUMAX AUTOMOTIVE SYSTEMS LIMITEDYour Directors have pleasure in presenting the 14th Annual Report together with auditedaccounts of the Company for the year ended 31st March 2014.Financial ResultsThe performance of the Company for the financial year is summarized as under:

Rs in million2013-2014 2012-2013

SALES (excluding excise duty) 7785.62 1119.08Profit (before interest, dep. & tax) 60.75 161.23Exceptional Item 2.68 93.38Interest 11.32 90.41Depreciation 34.80 (4.41)Tax provision 36.85 6.86Profit/Loss after tax (65.70) 15.79

Dividend:No dividend is recommended for this financial year by the Board due to the losses in theCompanyOperations:Your Company’s total turnover during the year under review was Rs.785.62 million ascompared to Rs.1119.08 million during the previous year.Directors:In accordance with the requirement of the Companies Act, 2013, Mr. Umesh Kumar Jainis liable to retire by rotation and being eligible offer himself for reappointment.Mrs. Suman Agrawal was appointed as an additional director designated as anIndependent Director w.e.f August 26, 2014 and she shall hold office up to the date ofensuing annual general meeting. The Company has received requisite notice in writingfrom the member proposing Mrs. Suman Agrawal as an Independent Director.Mr. Prem Das Gandhi has been associated with the company as a director for about 6years and 3 months. He resigned from the directorship of the company with effect fromAugust 14, 2014. The directors placed on record their appreciation for the valuableadvices given by them during his tenure as an Independent Director of the Company.The board of directors of the Company has proposed the appointment of Mr. RajendraPrasad Agrawal and Mr. Vinay Mansukhlal Panchamiya, as independent directors of theCompany, for a period of 5 years, effective from the date of their appointment, as such bythe board. The Company has received requisite notices in writing from member proposingMr. Rajendra Prasad Agrawal and Mr. Vinay Mansukhlal Panchamiya for appointment asIndependent Director. Upon the approval of the shareholders to their appointment, as anIndependent Director, the appointment of Mr. Rajendra Prasad Agrawal, Mr. VinayMansukhlal Panchamiya and Mrs. Suman Agrawal, as such, shall be formalized by Boardby issuing a letter of appointment to them.Brief resume of the directors re-appointed, nature of their expertise in specific functionalareas, names of companies in which they hold directorships and memberships/chairmanships of board committees, shareholding and relationships between directorsinter-se, as stipulated under clause 49 of the listing agreements with the stock exchanges,are annexed elsewhere in this report.Auditors and Auditors’ report:M/s R. JAIN & SANJAY ASSOCIATES, Auditors of the Company, are retiring at the conclusionof the ensuing Annual General Meeting of the Company and are eligible for reappointmentand have confirmed that their reappointment if made, shall be within the limits of thesection 224 (1B) of the Companies Act, 1956. The board recommends the reappointmentof M/s R. JAIN & SANJAY ASSOCIATES as Auditors of the Company.The observations of the Auditors in their report are self-explanatory and do not call forany further comments from the directors.Cost AuditorsThe Company has appointed M/s Vipul Bhardwaj & Co. as the cost auditors forconducting the cost audit for the financial year 2013-14Management Discussion and Analysis ReportA report on Management Discussion and Analysis as required under clause 49 of thelisting agreement is annexed elsewhere.Corporate Governance:A separate section on Corporate Governance forming part of the Directors’ Report andthe certificate from the auditors of the Company confirming the compliance of Clause 49of listing agreement is included in the annual report.

Deposits:During the year the Company has not accepted or invited any deposit from public withinthe meaning of section 58A of the Companies Act, 1956 and the rules made there under.Particulars of Employees:In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with theCompanies (Particulars of Employees) Rules, 1975 as amended, the names and otherparticulars of the employees are set out in the annexure to the Director’s Report.However, having regard to the provisions of section 219(1) (b) (iv) of the said Act, theAnnual Report excluding the aforesaid information is being sent to all the members of theCompany and others entitled thereto. Any members interested in obtaining such particularsmay write to the Company Secretary at the registered office of the Company.Transfer of amounts to Investor Education and Protection FundPursuant to the provisions of section 205A(5) and 205C of the Companies Act, 1956,relevant amounts which remained unpaid or unclaimed for a period of 7 years have beentransferred by the Company to the Investor Education and Protection Fund.Pursuant to the provision of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules, 2012,the Company has uploaded the details of unpaid and unclaimed amount laying with theCompany as on 03/10/13 on the Ministry of Corporate Affairs website.Listing:The equity shares of the Company are listed with Bombay Stock Exchange Limited andNational Stock Exchange of India Limited. The Company has been complying with all theclauses of the listing agreement and the Company has paid the requisite listing fees toboth the stock exchanges.Disclosure u/s 217(1)(e):Information as per section 217(1)(e) of the Companies Act, 1956, read with Companies(Disclosure of Particulars in the Report of Directors) Rule, 1988, details are given below:Conservation of energy:The Company has always been conscious about the need for conservation of energy.Electricity and Fuel consumption per unit of production were monitored regularly at all themanufacturing plants and corrective actions have been taken wherever needed.Technology absorption:In filter segment, the Company has obtained technical assistance from Toyo-RokiManufacturing Company Ltd., Japan.Foreign Exchange Earning and Outgo:This information is given in notes to accounts at point No.7and 8.Directors’ Responsibility Statement u/s 217(2AA):Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors based on therepresentation received from the operative management, confirm that:i) in the preparation of the annual accounts, all the applicable accounting standards

have been followed and there are no material departures (Subject to point no. 4 (d)of the auditors report) ;

ii) they have, in the selection of the accounting policies, consulted the statutory auditorsand have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the losses of the Company for thatperiod;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability,for the maintenance of accounting records in accordance with the provisions of theCompanies Act, 1956, for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; and

iv) they have prepared the annual accounts on a going concern basis.Industrial Relation:Your Company has taken significant steps in developing human resource andstrengthening human resource systems. During the year under review, industrial relationin the Company continues to be cordial and peaceful.Acknowledgement:The board wishes to thank the Company’s esteemed customers, associates, suppliers, itsshareholders, investors and financial institutions for their continued support and co-operation.

Place: New Delhi For & On behalf of the Board of DirectorsDate: 26/08/2014

U. K. Jain Nitin JainChairman Managing Director

Lumax Automotive Systems Ltd.CORPORATE GOVERNANCE REPORT

Company’s Philosophy:The Company firmly believes that any meaningful policy on the corporate governance must provide empowerment to the executive management of the Company,and simultaneously create a mechanism of checks and balances which ensures that the decision making power vested in the executive management are used withcare and responsibilities to meet shareholders and stakeholders aspirations. The Company recognizes the importance of corporate governance for the efficient conductof business and committed to attain the corporate governance of the high standards and maximize the long-term shareholder value in a legal and ethical manner,ensuring fairness, courtesy and dignity in all transactions of the Company.

Board of Directors:The board of directors comprises of six directors out of which four are non-executive directors. The board consists of three promoter directors, being one managingdirector, one executive director and one non-executive director. The Company has a non-executive Chairman and one third of the total number of directors comprisesof independent director.

During the year under review 10 board meetings were held on April 5,2013, May 30, 2013, June 21, 2013, July 13,2013, August 5, 2013, August 14, 2013, September10, 2013, November 14, 2013, December 5, 2013, February 12, 2014. Details of composition and category of the board, attendance of directors in the board meetingsand last AGM, number of directorships and chairmanships/memberships of committee of each director held in other public companies are shown below:

Name of Category No. of Board Last AGM No. of No. of Committee Relationship, Inter-seDirector Meeting attended Directorship positions held in

attended in other public other Public companiescompanies

Chairman MemberU.K. Jain Non-Executive 10 No - - - Related as father to

Chairman, Promoter Mr. Nitin Jain & Mr. Milan JainNitin Jain Executive, Promoter 10 Yes 2 - - Related as son to Mr. U.K. JainMilan Jain Executive, Promoter 10 Yes 2 - - Related as son to Mr. U.K. JainVinay Panchamiya Non-Executive, Independent 10 Yes - - - Not related to any DirectorPrem Das Gandhi Non-Executive, Independent 10 Yes - - - Not related to any DirectorRajendra Prasad Non-Executive, Independent 10 Yes - - - Not related to any DirectorAgrawal

Code of ConductThe Board has laid down a code of conduct for all board members and senior management of the Company, which is also available on the website of the Company.All board members and senior management that includes Company executives who report affirmed their compliance with the said code. A declaration signed by themanaging director to this effect is provided elsewhere in the annual report.

Audit CommitteeThe Company constituted audit committee in terms of the provisions of Section 292A of the Companies Act, 1956 and clause 49 of the listing agreement.

The audit committee assists the board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Companyand its compliance with the legal and regulatory requirements. The Committee’s purpose is to oversee the accounting and financial reporting process of the Company,the audits of the Company’s financial statements, the appointment, independence, performance and remuneration of the statutory auditors including the cost auditors,the performance of internal auditors and Company’s risk management policies.

The audit committee comprises of four non-executive directors with majority of them being independent Directors.Composition of the Audit Committee: -

Name of the Directors Meetings held Meeting attendedMr. Vinay Panchmiya - Chairman 4 4Mr. Prem Das Gandhi - Member 4 4Mr. U. K. Jain - Member 4 4Mr. Rajendra Prasad Agrawal - Member 4 4

Mr. Prem Das Gandhi is having financial and accounting Knowledge. The Company Secretary acts as a Secretary of the Committee.During the year, the Committee met 4 times on May 30, 2013, August 14, 2013 and November 14, 2013 and February 12, 2014.The audit committee reviews the following information:●●●●● The management discussion and analysis of financial condition and results of operations;●●●●● Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;●●●●● Management letters/letters of internal control weaknesses issued by the statutory auditors;●●●●● Internal audit reports relating to internal control weaknesses; and●●●●● The appointment, removal and terms of remuneration of internal auditors.Remuneration CommitteeThe terms of reference of the remuneration committee in brief pertain to determine the Company’s policy on and approve specific remuneration packages for executivedirectors after taking into account financial position of the Company, interest of the Company and shareholders etc.During the year, the Committee met once on August 5, 2013.

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Composition of the Remuneration Committee: -

Name of the Directors Meetings held Meeting attendedMr. Rajendra Prasas Agrawal- Chairman 1 1Mr.Prem Das Gandhi 1 1Mr. Vinay Panchmiya 1 1

●●●●● Remuneration of whole time and Managing Directors:

Name Salary (Rs.) Perquisites & Allowances (Rs.) Total (Rs.)Mr. Nitin Jain, Managing Director 4320000 503216 4829897Mr. Milan Jain, Executive Director 4320000 509897 4823216

The non-executive directors have not drawn any remuneration from the Company, except sitting fees for attending meetings of the board and committees.Mr. U.K. Jain, non-executive director holding 3523704 equity shares of the Company on March 31, 2014.The Company has no stock option scheme and hence, no stock options are granted to non-executive directors.Shareholders’ CommitteeThe objective of the committee is to monitor the redressal of shareholders and investors complaints relating to transfer of shares, non-receipt of annual report, issue ofduplicate shares etc.During the period under review, one shareholders’ committee meeting was held on August 5, 2013.Composition of the Shareholders’ Committee: -

Members Meetings held Meeting attendedMr. Prem Das Gandi - Chairman 1 1Mr. U.K. Jain 1 1Mr. Nitin Jain 1 1

Ms. Monika Gupta, Company Secretary is the compliance officer of the Company.During the year, the Company received one complaint, which has been completely resolved to the satisfaction of stakeholder. As on date, there is no pending complaintof any stakeholder.Compliance officer:Ms. Monika Gupta, Vice President (Legal) & Company Secretary is the compliance officer for complying with the requirements of the Securities Laws and the ListingAgreements with the Stock Exchanges.General Body Meeting:Details of the annual general meeting held during the last three years are as follows: -

Year Date Time Venue Special Resolution Passed2012-13 04/09/2013 10.00 A.M. The Executive Club, New Delhi N.A.2011-12 24/09/2012 10.00 A.M. The Executive Club, New Delhi N.A.2010-11 28/09/2011 10.00 A.M. The Executive Club, New Delhi N.A.

The special resolution was not put to vote through postal ballot.Disclosure●●●●● During the year under review, the Company had entered into transactions in the normal course of business with some of the entities in which some of the directors

are interested and which have been disclosed adequately in the notes forming part of the accounts. There was no potential conflict of interest with that of theCompany.

●●●●● The Company does not have a separate whistle blower policy. However, the code of conduct of the Company reflects the mechanism by which the employeesmay report to the management their concerns about unethical behaviours, actual or suspected frauds or violation of the Company’s code of conduct or ethicspolicies.

●●●●● During the year under review, there are no materially significant related party transactions which have a potential conflict with the interests of the Company at large.●●●●● The Company has laid down a code of conduct for prevention of Insider Trading in the shares of the Company in accordance with SEBI (Prohibition of Insider

Trading) Regulation, 1992.●●●●● The Company has complied with various rules and regulations prescribed by the stock exchanges, Securities and Exchange Board of India (SEBI) or any other

statutory authorities on all matters relating to the capital markets, and no penalties or strictures have been imposed on the Company by any of them in this regardduring the last three years.

●●●●● The Company has followed the accounting standards laid down by the Institute of Chartered Accountants of India.●●●●● The Company is complying with all mandatory requirements of Clause 49 of the Listing Agreement.●●●●● NON-MANDATORY REQUIREMENTS relating to Remuneration Committee have been adopted by the Company. Please see the para on Remuneration

Committee for details.Means of Communication●●●●● The Company publishes un-audited quarterly financial results normally in “Financial Express” (English) and “Jansatta” (Hindi) newspapers. The results are

displayed on the website of the Company at www.lumaxauto.com.●●●●● Management discussion and analysis forms the part of the annual report.

6

Lumax Automotive Systems Ltd.●●●●● All material information about the Company is promptly sent through facsimile to the stock exchanges where the shares of the Company are listed.●●●●● The NEAPS and listing center of BSE are the web based application designed by NSE and BSE for corporates. All periodical compliance filings like shareholding

pattern, corporate governance report, etc. are filed electronically on NEAPS and listing center of BSE.● The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are: centralized database of

all complaints, online upload of action taken reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint andits current status.

General information to shareholders: ● Date and Venue of the AGM : 26th September 2014 at The Executive Club,

439, Village Shahoorpur, P.O. Fatehpur Beri, New Delhi- 110 074● Financial Year : 1st April to 31st March.● Book Closure Date : 19th Sept. to 26th Sept. 2014 (both days inclusive)● Listing on Stock Exchanges & : The Stock Exchange, Mumbai (532537)

(Stock Code) National Stock Exchange (Lumaxauto)ISIN No. “INE547G01019”

● CIN : L72900DL1999PLC099103● Payment of Listing Fees : Annual listing fee for the year 2014-15 has been paid by the Company to BSE and NSE.● Payment of Depository Fees : Annual custody/issuer fee for the year 2014-15 has been paid by the Company to NSDL.

● Unclaimed Suspense AccountAs per clause 5A (II) of the listing agreement amended by Securities and Exchange Board of India (SEBI) vide their circular No. CIR/CFD/DIL/10/2010, theCompany has opened an unclaimed suspense account relating to unclaimed shares with the depository participant Elite Wealth Advisors Ltd. Having the DPID/ CLID IN301670/10286695 in the Name of Lumax Automotive Systems Ltd- Unclaimed Suspense Account at S-8, Second Floor, DDA Shopping Complex,Mayur Vihar, Phase-I, New Delhi-11009. The company has transferred 41855 equity shares belongs to 1344 shareholders in unclaimed suspense account.

Particulars No. of No. of SharesShareholders

Aggregate number of shareholders and outstanding shares at the beginning of the year 1344 41855Number of shareholders whose unclaimed shares have been transferred into Unclaimed Suspense Account during the year NIL NILNumber of shareholders who approached for issue/transfer of shares during the year 2013-14 NIL NILNumber of shareholders to whom shares were issued/ transferred NIL NILAggregate number of shareholders and outstanding shares lying at the end of the year 1344 41855

The voting rights on the shares outstanding in the suspense accounts as on March 31, 2014 shall remain frozen till the rightful owner of such shares claims the shares.● Transfer of unpaid/unclaimed amounts to Investors’ Education & Protection Fund (IEPF)During the year under review, the Company has credited Rs.120510/- , lying in the unpaid dividend account, to Investor Education and Protection Fund pursuant tosection 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.The Company has uploaded the information regarding unpaid and unclaimed amounts lying with Company as on October 3, 2013 on the website of Ministry ofCorporate Affairs.Unclaimed dividend when due for transfer to Investors’ Education & Protection Fund (IEPF) is given below:

Financial Year Type of Dividend Date of declaration of dividend Due date of transfer2006-2007 Final Dividend 25-09-2006 10-10-2014

Members who have not encashed their dividend for above mentioned financial years are therefore, requested to make their claims to the Company immediately.● Stock Market Data

Stock Exchange Bombay Stock Exchange National Stock ExchangeMonth High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)Mar-14 18.98 13.35 18.00 13.65Feb-14 17.30 13.56 14.70 13.35Jan-14 16.20 13.78 15.45 13.35Dec-13 15.22 13.25 14.90 13.55Nov-13 15.43 12.80 14.85 13.00Oct-13 14.19 12.50 13.10 12.00Sep-13 13.90 11.80 13.00 11.45Aug-13 14.50 12.30 13.00 12.35Jul-13 14.00 12.20 13.75 13.10Jun-13 15.00 13.00 14.50 12.50May-13 16.80 13.80 16.00 13.00

Apr-13 21.60 15.15 20.25 14.60

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Share Price Performance :

● Registrar and Transfer Agent : Skyline Financial Services Private LimitedD-153 A, Okhla Industrial Area, Phase - I, New Delhi - 110 020Ph: 26292682-83, Fax: 26292681

● Share Transfer System :The Company has appointed M/s Skyline Financial Services Private Limited as the common agency to handle electronic as well as physical transfer of shares.The Company ensures that physical transfers are generally registered in less than 15 days, if documents are clear in all respect.

● Distribution of Shareholding : As on 31st March,2014No. of Shares No. of Shareholders Total Shares %

Number %Up to 500 15563 97.82 676239 9.13501 – 1000 179 1.13 137183 1.851001 – 2000 89 0.56 130879 1.772001 – 3000 20 0.13 51604 0.703001 – 4000 10 0.06 33777 0.464001 – 5000 8 0.05 35380 0.485001 – 10000 17 0.11 121521 1.6410001 and above 24 0.15 6217523 83.97Total 15910 100.00 7404106 100.00

●●●●● Shareholding pattern : As on 31st March,2014Category No. of shares held (%) of shareholdingPromoters/Group Companies 5356599 72.35Mutual Funds & UTI 1040 0.01Banks/Financial Institutions 460 0.01FIIs 110 0.00Private Corporate Bodies 589152 7.96Indian Public 1428226 19.28NRIs/OCBs 3677 0.05HUF 23519 0.32Any other (clearing member) 1323 0.02Total 7404106 100

● Dematerialization of shares and liquidity:As on 31st March 2014, 96.06% of the Paid up equity capital of the Companywas in the dematerialized mode. The shares of the Company are tradablecompulsorily in electronic form.

● Outstanding GDRs/ADRs/ Warrants:The Company has not issued any GDRs/ADRs/ Warrants or Convertibleinstruments.

● Plant Locations: Haryana● Plot No.46, Sector-3, IMT, Manesar, Gurgaon● 10, Indraprastha Estate, 12/2, Mathura Road,

Faridabad● Plot No. 78, Sector-6, FaridabadMaharashtra● D-2/44, MIDC Industrial Area, Chinchward, Pune● D-2 Block, Plot No.29/5, MIDC Industrial Area,

Chinchwad, Pune● C-10, MIDC Industrial Area, Waluj, Aurangabad

● Correspondence Address:Of the Company- Lumax Automotive Systems Limited,

63-64, Gokhale Market, Delhi-110054Ph. : 011- 23914320-21 Fax: 011- 23916350e-mail : [email protected]

● Regarding Shares- Skyline Financial Services Private LimitedD-153 A, Okhla Industrial Area, Phase - I,New Delhi - 110 020Ph: 011-26812682-83-84e-mail:[email protected]

E-mail id for investor grievances : [email protected]

Compliance Certificate of the AuditorsCertificate from the auditors of the Company, M/s R. Jain and Sanjay Associates,confirming compliance with the conditions of corporate governance as stipulatedunder clause 49, is attached to the directors; report forming part of the annualreport.

8

Lumax Automotive Systems Ltd.MANAGEMENT DISCUSSION & ANALYSIS

The report contains forward-looking statements, identified by words like‘plans’, ‘expects’, ‘wil l ’ , ‘anticipates’, believes’, ‘ intends’, ‘projects’,‘est imates’ and so on. Al l statements that address expectations orprojections about the future, but not limited to the Company’s strategy forgrowth, product development, market position, expenditures and financialresults, are forward looking statements.Industry Structure and Developments:The Indian auto component industry is one of the country’s rising industrieswith tremendous growth prospects. From a low-key supplier providingcomponents exclusively to the domestic market, the industry has emergedas one of the key auto components centres in Asia and is today seen asa significant player in the global automotive supply chain. India is now asupplier of a range of high-value and critical automobile components toglobal auto makers such as General Motors, Toyota, Ford andVolkswagen, amongst others. The industry currently accounts for almostseven per cent of India’s gross domestic product (GDP) and employsabout 19 million people, both directly and indirectly. The ever-increasingdevelopment in infrastructure, big domestic market, increasing purchasingpower and stable government framework have made India a favourabledestination for investment, as per the vision of Automotive Mission Plan(AMP)2006-2016. The year 2013-14 was undoubtedly one of the mostchallenging ones for the automobile industry. Both, vehicle and autocomponent sales saw a decline during the fiscal year that ended inMarch, 2014. According to the auto component industry’s performancereview for the fiscal 2013-14, the industry recorded a decline of 2 percent, with overall turnover standing at Rs. 2,11,765 crores (USD 35.13billion) against last year’s 2,16,000 crores. (Source Automotive ComponentManufacturing Association of India (ACMA)). The compound annual growthrate (CAGR) for the industry has been 14 per cent for the last six years.However, the auto component industry expects a growth of 4-6 per centin the 2014-15 fiscal, if the vehicle sales continue to grow like they havein the last couple of months.Opportunities & Threatsa) Opportunities

The Indian auto component industry is expected to register aturnover of US$ 66 billion by FY 15-16 with the likelihood to touchUS$ 115 billion by FY 20-21, as per the estimates of AutomotiveComponent Manufacturers Association of India (ACMA). In addition,industry exports are projected to reach US$ 12 billion by FY 15-16and add up to US$ 30 billion by FY 20-21. Exports in the sectorgrew by 4.4 per cent to touch US$ 9.69 billion in 2013, as per dataprovided by ACMA. The cumulative foreign direct investment(FDI) inflows into the Indian automobile industry during the periodApril 2000 - May 2014 was recorded at US$ 9,885.21 million, asper data published by the Department of Industrial Policy andPromotion (DIPP), Government of India.

b) ThreatsThe industry inspected a continuous year-on-year decline in termsof investment. While in 2010-11 almost USD 2 billion were invested,in 2011-12, it was in the range of USD 1.6-1.9 billion. It furtherdropped to USD 1.26-1.75 billion in 2012-13, whereas in 2013-14,an investment of around USD 0.5-0.7 billion was witnessed in thesector. The reason behind this was moderation in vehicle salesand depressed market sentiments. Although The Government ofIndia has made many supportive policies for the development ofAuto industries but there are some threats viz. high cost of capitalinvestment, in f rastructure chal lenges, avai labi l i ty of sk i l ledmanpower, deregulation of diesel prices, increase in the cost ofraw material, consistent fuel hikes are important threats factorswhich could be hindering in the overall development of the Autoindustries and these factors are also imposable on your company.

Future OutlookThe rapidly globalising world is opening new avenues for the transportationindustry, generating the need for more efficient, safe and reliable modesof transportation, which is subsequently adding to the auto componentindustry’s growing opportunities. According to a report by the Confederationof Indian Industry (CII), the Indian auto component industry is set tobecome the third largest in the world by 2025. Also, by that time, newerverticals and opportunities for component manufacturers will open up asthe automobile market will shift towards electric, electronic and hybridcars, and newer technologies will have to be adopted via systematicresearch and development. By 2020, it has been estimated that nearly 90per cent of vehicles on the road will be wired. While the connected carmarket is expected to touch US$ 600 billion, the automotive componentindustry is predicted to reach US$ 113 billion.Risk & ConcernsThe cash crunch caused due to inflationary concerns and high fiscaldeficit is l ikely to continue and cause a slowdown in industrial andinfrastructure growth. There is a greater need for collaboration betweenthe component manufacturers, OEMs, machine tool supplies and the rawmaterial industry. The component industry needs to consciously considerdiversifying into adjacent markets including defence, aerospace, railwaysetc. to tide over the industry’s cyclicity and minimise risk,Internal control systems and their adequacyThe company has a system of internal controls in place to ensure that allthe transactions are properly recorded and authorized. The internal controlsystem is supplemented by documentary policies and procedures. Thesame is further supplemented by a program of audits by the internalauditors who periodically present their observations to the audit committee.The systems and procedures followed by the company give reasonableassurance for the security of its assets and protect against losses fromunauthorized use or disposition and that the transactions are properlyauthorized, recorded and reported.Risk ManagementThe Company has sought advice from reputed consultants to assess itscurrent r isk management pract ices to ensure “best- in-c lass” r iskmanagement practices in accordance with new Clause 49 of the ListingAgreement.The consulting firm has studied and mapped Lumax’s processes acrossplanning, marketing, production, quality, purchasing, legal, accounts andstores and submitted its recommendations to the management.Environment, Health and SafetyWe pay utmost attention to safety of our employees, related communitiesand environment at large. We are an environment conscious company.Most of our units are accredited with ISO/ TS 16949 certification. Wehave been developing products that help in improving environment.Human ResourcesWe consider our human resource to be our most important assets. Wehave developed a culture where a sense of belongingness and ownershipof work are the key motivating factors. We continuously make efforts toupgrade the skills of our employees through training and developmentprograms. Our endeavour is to provide world class training to create aworld-class work force.Segment-Wise PerformanceThe company operates only in the Automobile Component Segment andhence segment-wise reporting is not applicable to the company.Cautionary StatementCertain statements in this report on “Management Discussion andAnalysis” are forward looking statements and which have been issuedas required by applicable Securities Laws and Regulations. There areseveral factors which would be beyond the control of Management andas such, may affect the actual results which could be different from thatenvisaged.

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Independent Auditor’s ReportTo the Members ofLUMAX AUTOMOTIVE SYSTEMS LIMITEDReport on the Financial StatementsWe have audited the accompanying financial statements of LUMAX AUTOMOTIVESYSTEMS LIMITED (‘the Company’) which comprise the balance sheet as at 31March 2014, the statement of profit and loss and the cash flow statement for theyear then ended and a summary of significant accounting policies and otherexplanatory information.Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation of these financial statements thatgive a true and fair view of the financial position, financial performance and cashflows of the Company in accordance with the Accounting Standards referred to insub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”) read withthe General Circular 15/2013 dates 13th September 2013 of the Ministry of CorporateAffairs in respect of section 133 of the Companies Act, 2013. This responsibilityincludes the design, implementation and maintenance of internal control relevantto the preparation and presentation of the financial statements that give a true andfair view and are free from material misstatement, whether due to fraud or error.Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based onour audit. We conducted our audit in accordance with the Standards on Auditingissued by the Institute of Chartered Accountants of India. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.An audit involves performing procedures to obtain audit evidence about theamounts and disclosures in the financial statements. The procedures selecteddepend on the auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error. Inmaking those risk assessments, the auditor considers internal control relevant tothe Company’s preparation and fair presentation of the financial statements inorder to design audit procedures that are appropriate in the circumstances but notfor the purpose of expressing an opinion on the effectiveness of the company’sinternal control. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made bymanagement, as well as evaluating the overall presentation of the financialstatements.We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion.OpinionIn our opinion and to the best of our information and according to the explanationsgiven to us, the financial statements give the information required by the Act in themanner so required subject to our observations in para. 2(d) below (Report onother legal and regulatory requirements) and give a true and fair view in conformitywith 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

31 March 2014;II. in the case of the statement of profit and loss, of the loss for the year ended on

that date; andIII. 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 Requirements1. Subject to the audit observations as under and as required by the Companies

(Auditor’s Report) Order, 2003 (“the Order”), as amended, issued by theCentral Government of India in terms of sub-section (4A) of section 227 of theAct, we give in the Annexure a statement on the matters specified in paragraphs4 and 5 of the Order.

2. As required by section 227(3) of the Act and subject to observations as under,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 Statementdealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and CashFlow Statement comply with the Accounting Standards referred to insubsection (3C) of section 211 of the Companies Act, 1956 read withGeneral Circular 15/2013 dated 13th September, 2013 of the Ministry ofCorporate Affairs in respect of section 133 of the Companies Act, 2013,subject to our following observations that :-

i. As mentioned / stated in Note No.-14(Balance sheet) and Para 16(iii) (accounting policies) of Note No. 29 regarding notes to accounts,the company has valued the inventories at cost/estimated costinclusive of taxes and duties instead of at Cost or realizable valuewhichever is lower and exclusive of taxes paid, which aresubsequently recoverable from the taxing authorities, which is notin compliance with Accounting Standard to valuation of inventoriesprescribe in the companies (Accounting Standards) Rules 2006. Inour opinion the old inventories which are unusable for manufacturingpurposes and are in obsolete nature should have been valued atrealizable value and provision for loss in value should have beenprovided by the company. Further stock in transit in hand valuing‘4,73,43,592/- is imported raw material and was lying with theCentral Warehousing Corporation. The company has not obtainedconfirmation of the material lying in the Warehouse from CentralWarehousing Corporation.

ii. No Provisions have been made in the financial statements inrespect of the following items:-(a) Provision for Interest in respect of delayed/ non- payment to

suppliers/ service providers which are registered under theprovisions of The Micro, Small or Medium EnterprisesDevelopment Act, 2006 as well as in respect of delayedpayments/outstanding payments in respect various statutorydues such as provident fund, employees’ state insurance,income tax, wealth tax, sales tax, excise duty, cess and otherstatutory dues;

(b) Provision for doubtful debts and loans and advances amountingto ‘181927873/- and ‘5826525/- respectively which areconsidered doubtful of recovery. In our opinion most of thedoubtful debts and loan and advances are bad in nature andthe company should have made the provision for the same.

(c) Short provision of labour compensation payable to workers withwhom the settlements were made during the year by ‘8 lakhs.Consequent to the above observations the loss is under stated.

(d) Provision of ‘2,79,72,000/- and interest thereon on non-payment on account of enhanced cost raised by HSIIDC inrespect of factory plot No.46, Sector-3, IMT, Manesar, Gurgaon,Haryana.

iii. As mentioned in note 15 of the notes to accounts no 29 regardingthe balances of some of the sundry creditors and debtors, loansand advances, price variance and rebate claims are subject toconfirmation / reconciliation and subsequent adjustments if any. Assuch we are unable to express any opinion as to the effect their ofon the financial statements for the year.

e. On the basis of written representations received from the directors as on 31March 2014, and taken on record by the Board of Directors, none of thedirectors is disqualified as on 31 March 2014, from being appointed as adirector in terms of clause (g) of sub-section (1) of section 274 of theCompanies Act, 1956.

For R. Jain & Sanjay AssociatesChartered Accountants

ICAI Firm Registration No. 012377N

(CA. R.K.JAIN)Place : New Delhi PartnerDate : 30th May 2014 M. No. 9981

10

Lumax Automotive Systems Ltd.ANNEXURE TO THE AUDITOR’S REPORT(The Annexure referred to in our report to the members of LUMAX

AUTOMOTIVE SYSTEMS LIMITED ( ‘the company’) for the yearended 31st March, 2014.

i. (a) The company has maintained proper records showing full particulars,including quantitative details and situation of fixed assets. Howeverfixed assets have not been physically verified by the managementduring the year, hence we are unable to comment on thediscrepancies, if any.

(b) In our opinion, the disposal of fixed assets during the year does notaffect the going concern assumption.

ii. (a) The Management has conducted physical verification of inventoryin respect of its working units at Manesar, Gurgaon and 12/2,Mathura Road, Faridabad at reasonable intervals. However nophysical verification has been carried out in respect of the closedunits at Plot No.78, Sector-6, Faridabad, Aurangabad unit and twoPune Units. The stock values in respect of the closed units havebeen taken as per values declared in the earlier financial statements.

(b) In our opinion and according to the information and explanation givento us the procedures of physical verification of inventory followed bythe management at working units referred to above are reasonableand adequate in relation to the size of the Company and the nature ofits business.

(c) On the basis of our examination of the records of inventory andsubject to observation made in paras ii(a) and (b), we are of theopinion that the Company is maintaining proper records. Thediscrepancies noticed on verification between physical inventoriesand book records were not material in relation to the operation of theCompany and the same have been properly dealt with in the booksof account.

iii. (a) The Company has not granted any loans, secured or unsecured tocompanies, firms or other parties covered in the register maintainedu/s 301 of the Act.

(b) The company has taken interest bearing unsecured loans fromDirectors and companies covered in the register maintained u/s 301of the Act. The number of the parties and maximum amounts involvedduring the year were eight and Rs.4,27,02,465/- and the year endbalance of loans taken from such parties was Rs.3,76,48,433/-. Therate of interest and other terms and conditions of the loans taken arenot prima facie prejudicial to the interest of the Company. There is nostipulation in respect of repayment of principal amounts and interestthereon.

v . In our opinion and according to the information and explanations given tous, there are adequate internal control systems commensurate with thesize of the Company and the nature of its business, for the purchase ofinventory and fixed assets and for the sale of goods and services. Further,on the basis of examination of the books and records of the Company, andaccording to the information and explanation given to us, as per thechecking carried out in accordance with the auditing standards generallyaccepted in India, neither we have observed nor we have been reportedfor any continuing failure to correct major weaknesses in internal controlsystems.

v . (a) Based on the audit procedures applied by us and according to theinformation and explanations provided by the management, we areof the opinion that the particulars of contracts or arrangements referredto in section 301 of the Act have been entered in the register requiredto be maintained u/s 301 of the Act.

(b) In our opinion and according to the information and explanationsgiven to us, the transactions made in pursuance of such contracts orarrangements have been made at prices which are reasonablehaving regard to the prevailing market prices at the relevant time.

v i . In our opinion and according to the information and explanations given tous, the Company has not accepted any deposits from the public within themeaning of Section 58A, 58AA or any other relevant provisions of the Act.

vi i . The Company has an internal audit system, which in our opinion, is notadequate and needs to be enlarge to be commensurate with the size ofcompany and the nature of its business.

viii. We have broadly reviewed the books of account maintained by theCompany pursuant to the Rules made by the Central Government for themaintenance of cost records u/s 209(1)(d) of the Companies Act, 1956 andare of the opinion that prima facie, the prescribed accounts and recordshave been made and maintained. However, we have not made detailedexamination of the records with a view to determine whether they areaccurate or complete.

i x . (a) According to the records examined by us, undisputed statutorydues including provident fund, investor education and protectionfund, employees’ state insurance, income tax, sales tax, wealthtax, service tax, custom duty, excise duty and cess have not beenregularly deposited with the appropriate authorities and there havebeen serious delays in large number of cases.

(b) According to the information and explanations given to us, undisputeddues in respect of provident fund, employees’ state insurance, incometax, sales tax, excise duty, cess and other statutory dues whichwere outstanding, at the year end for a period of more than sixmonths from the date they became payable are Rs. 13,34,55,488/-

(c) According to the information and explanations given to us and therecords of the company examined by us, the particulars of dues ofIncome Tax, Sales Tax, Wealth Tax, Services Tax, Customs dutyand Excise Duty as at 31-03-2013, which have not been depositedon account of the dispute are as follows :

S .No Name of the Nature of Amount( ‘) Period to Forum where theStatute Dues which relate dispute is pending

1 . Income Tax Income Tax 5,48,585 F.Y 2006-07 Review petitionAct, 1961 pending with A.O.

2 . Haryana Value VAT including 25.78 Lakhs F.Y. 2009-10 On account of nonadded tax (Local) interest submission of

statutory forms3 . Central Sales CST including 67.09 Lakhs F.Y. 2008-09 On account of non

Tax Act, 1956 interest submission of73.65 Lakhs F.Y. 2009-10 statutory forms

x . The company has no accumulated losses. However the company hasincurred cash losses in the current financial year and no cash losseswere incurred in the immediately preceding financial year.

x i . Based on our audit procedures and as per the information and explanationsgiven by the management, we are of the opinion that the Company hasnot defaulted in repayment of dues to banks or financial institution exceptthe following:- (a) installments of the term loan and interest with HSIIDCamounting to ‘5,53,29,060/- as at the date of balance sheet (b) defaultduring the year with IDBI Bank of two installments of ‘20 lakh each fora period of 6 and 3 months which were re-paid in the accounting year.There were no dues to debenture holders during the year.

xi i . According to the information and explanation given to us and based onthe documents and records produced to us, the company has not grantedloans 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 or a nidhi/ mutual benefit fund/society.Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’sReport) Order, 2003(As Amended) are not applicable to the Company.

x i v. The Company is not dealing or trading in shares, securities, debenturesand other investments. The other provisions of clause 4(xiv) of theCompanies (Auditor’s Report) Order, 2003, (As amended) are notapplicable to the company.

x v. According to the information and explanations given to us the Companyhas not given guarantee for loans taken by others from bank or financialinstitutions.

11

DECLARATION BY MANAGING DIRECTOR PURSUANT TOCLAUSE 49(1)(D)(ii) OF LISTING AGREEMENT

As the Managing Director of Lumax Automotive Systems Ltd and as requiredby Clause 49 (1)(D) (ii) of the Listing Agreement, I hereby declare that the all theBoard Members and Senior Management Personnel of the Company haveaffirmed compliance with Company’s Code of Business Conduct and Ethics forthe financial year 2013-14.

For Lumax Automotive Systems Limited

Nitin JainManaging Director

Place: New DelhiDate: 26/08/2014

CERTIFICATE REGARDING COMPLIANCE OF CONDITIONSOF CORPORATE GOVERNANCE

To the Members of Lumax Automotive Systems Limited.We have examined the compliance of conditions of Corporate Governance byLumax Automotive Systems Limited for the year ended March 31, 2014 asstipulated in Clause 49 of the Listing Agreement of the said Company with thestock exchanges.The Compliance of conditions of Corporate Governance is the responsibility ofthe management. Our examination has been limited to a review of the proceduresand implementation thereof adopted by the Company for ensuring compliancewith the conditions of Corporate Governance as stipulated in the said clause. Itis neither an audit nor an expression of opinion on the financial statements of theCompany.In our opinion and to the best of our information and according to the explanationsgiven to us and based on the representations made by the directors and themanagement, we certify that the Company has complied with the conditions ofCorporate Governance as stipulated in clause 49 of the above-mentionedListing Agreement.We state that such compliance is neither an assurance as to the future viabilityof the Company nor the efficiency or effectiveness with which the managementhas conducted the affairs of the Company.For R. Jain & Sanjay AssociatesChartered AccountantsFirm Registration No.- 012377N

R. K. JainPartnerMembership no. 9981Place: New DelhiDate: 26/08/2014

12

x x i . Based upon the audit procedures performed for the purpose of reporting atrue and fair view of the financial statements and as per the informationand explanations given by the management, we report that no fraud onor by the Company has been noticed or reported during the course of ouraudit nor we have been informed of such cases by the management.

FOR R.JAIN & SANJAY ASSOCIATES,ICAI FIRM REGISTRATION NO.012377N,

CHARTERED ACCOUNTANTS

PLACE: NEW DELHI CA-R.K. JAINDATE: 30TH MAY 2014 (PARTNER)

MEMBERSHIP NO: - 9981

x v i . According to the information and explanations given to us by themanagement, the term loans were applied for the purpose for which theloans were obtained.

xv i i . Based on examination of documents, records and fund flow statementmade available to us and on the basis of information and explanationsgiven to us, the Company has not used funds raised on short term basisfor long term investment.

xvi i i . The Company has not made any preferential allotment of shares toparties or companies covered in the register maintained u/s 301 of theCompanies Act, 1956.

x i x . The Company has neither issued nor had any outstanding debentureduring the year.

x x . The Company has not raised any money through a public issue duringthe year.

CFO & Managing Director certification under clause 41 & 49(V)of the listing agreement to be placed before the board alongwith audited annual accounts for the year ended March 31,2014.(a) We certify to the board that we have reviewed financial statements and the

cash flow statement for the year and that to the best of their knowledge andbelief:

(i) these statements do not contain any materially untrue statement oromit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the company’saffairs and are in compliance with existing accounting standards,applicable laws and regulations.

(b) There are, to the best of their knowledge and belief, no transactionsentered into by the company during the year which are fraudulent, illegalor violative of the company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controlsfor financial reporting and that they have evaluated the effectiveness ofinternal control systems of the company pertaining to financial reportingand they have disclosed to the auditors and the Audit Committee, deficien-cies in the design or operation of such internal controls, if any, of whichthey are aware and the steps they have taken or propose to take to rectifythese deficiencies.

(d) We have indicated to the auditors and the Audit committee

(i) significant changes in internal control over financial reporting duringthe year;

(ii) significant changes in accounting policies during the year and that thesame have been disclosed in the notes to the financial statements;and

(iii) instances of significant fraud of which they have become aware andthe involvement therein, if any, of the management or an employeehaving a significant role in the company’s internal control system overfinancial reporting.

Place: Delhi A.K. Goel Nitin JainDate : 26/08/2014 Chief Financial Officer Managing Director

Lumax Automotive Systems Ltd.BALANCE SHEET AS AT 31ST MARCH, 2014

(Amount in Rs.)Note AS AT ST AS AT ST

MARCH, 2014 MARCH, 2013EQUITY AND LIABILITIESShareholders’ Funds

(a) Share Capital 1 74,041,060 74,041,060(b) Reserves and Surplus 2 216,503,028 285,555,783

Non-current liabilities(a) Long Term Borrowings 3 96,952,712 140,433,171(b) Deferred Tax Liabilities (Net) 4 12,114,354 24,501,387(c) Long Term Provisions 5 23,013,954 24,100,437

Current liabilities(a) Short Term Borrowings 6 279,794,392 319,884,874(b) Trade Payables 7 212,708,348 219,704,787(c) Other Current Liabilities 8 316,730,789 187,974,576(d) Short Term Provisions 9 59,994,426 43,602,090

1,291,853,063 1,319,798,166ASSETSNon current assets

(a) Fixed Assets(i) Tangible Assets 10 511,682,712 537,044,886(ii) Intangible Assets 10 42,154 57,962(iii) Capital work-in-progress 26,357,993 25,801,292

(b) Non-Current Investments 11 1,462,382 1,462,382(c) Long Term Loans and Advances 12 19,625,714 18,305,858(d) Other Non-Current Assets 13 182,818,015 92,020,687

Current assets(a) Inventories 14 332,430,527 336,312,258(b) Trade Receivables 15 94,408,953 246,437,978(d) Cash and Bank Balances 16 25,213,743 2,305,552(e) Short Term Loans and Advances 17 97,810,869 60,049,311

1,291,853,063 1,319,798,166Notes to Accounts 29

The Notes to Accounts 1 to 29 form an integral part of these financial statements.

As per our report of even date For and on behalf of Board of DirectorsFor R.JAIN & SANJAY ASSOCIATES, Lumax Automotive Systems LimitedChartered AccountantsFirm Registration No -012377N

(CA. R.K. JAIN) U.K.JAIN NITIN JAINPartner CHAIRMAN MANAGING DIRECTORMembership No. 9981

Place: New Delhi A.K.GOEL MONIKA GUPTADATED : 30TH MAY 2014 CHIEF FINANCIAL OFFICER COMPANY SECRETARY

13

PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2014

NOTE FOR THE YEAR ENDED FOR THE YEAR ENDED31ST MARCH, 2014 31ST MARCH, 2013

INCOME

Revenue from Operations (Gross) 18 892,579,374 1,265,204,234

Less :- Excise Duty 106,954,377 146,123,236

Revenue from Operations (Net) 785,624,997 1,119,080,998

Other Income 19 1,130,282 1,527,127

TOTAL REVENUE 786,755,279 1,120,608,124

EXPENDITURE

Cost of Raw Material & Components consumed 20 440,292,954 663,250,263

Changes in inventories of finished goods and work in progress 21 16,584,321 (5,491,045)

Employee Benefits Expenses 22 143,600,645 154,686,066

Financial Cost 23 93,375,747 90,408,230

Depreciation and Amortization Expenses 10 34,801,294 36,847,003

Other Expenses 24 125,532,227 146,937,448

TOTAL EXPENDITURE 854,187,188 1,086,637,964

Profit before exceptional and extraordinary items and tax (67,431,910) 33,970,160

Exceptional Items 25 (2,678,974) (11,315,656)

Profit Before extraordinary items and tax (70,110,883) 22,654,504

Extraordinary Items - -

Profit before tax (70,110,883) 22,654,504

Tax Expenses 26 (4,406,023) 6,862,183

Loss(Profit) for the year (65,704,860) 15,792,321

Earning per equity share:(nominal value of share Rs.10/-(Rs,10/-) 28

Basic & Diluted (8.87) 2.13

Notes to Accounts 29

The Notes to Accounts 1 to 29 form an integral part of these financial statements.

As per our report of even date For and on behalf of Board of DirectorsFor R.JAIN & SANJAY ASSOCIATES, Lumax Automotive Systems LimitedChartered AccountantsFirm Registration No -012377N

(CA. R.K. JAIN) U.K.JAIN NITIN JAINPartner CHAIRMAN MANAGING DIRECTORMembership No. 9981

Place: New Delhi A.K.GOEL MONIKA GUPTADATED : 30TH MAY 2014 CHIEF FINANCIAL OFFICER COMPANY SECRETARY

14

Lumax Automotive Systems Ltd.SCHEDULES TO THE BALANCE SHEET AS AT 31ST MARCH, 2014

As at As at31st March, 2014 31st March, 2013

Note-1:- Share capital

Authorized

120,00,000 (120,00,000) equity shares of Rs.10/- each 120,000,000 120,000,000

120,000,000 120,000,000

Issued, Subscribed & Fully Paid-Up

74,04,106(74,04,106) equity shares of Rs.10/-each 74,041,060 74,041,060

(a) No new shares where issued / allotted during the year.

(a) The company has only one class of equity shares having a par value of

Rs.10/- per share. Each holder of equity shares is entitled to one vote Per

equity share.

(b) Name of the Shareholder holding more than 5% equity shares in the company.

As at 31st March, 2014 As at 31st March, 2013

Name of Shareholders No.of shares % of holding No.of shares % of holding

Mr. U.K. Jain 3,523,704 47.59 3,523,704 47.59

Note-2:- Reserves and Surplus

Capital Reserve

Balance as per last financial statements 20,003,001 20,003,001

Capital Revaluation Reserve

Balance as per last year financial statements 188,106,714 188,442,132

Less: Transferred to the surplus of the profit & loss account (335,418) 187,771,296 (335,418) 188,106,714

General Reserve


Less : Transfer to Surplus Account (P & L Account) (21,503,615) 8,728,732 - 30,232,347

Surplus in the Statement of Profit & Loss


Add:- Amount transferred from revaluation reserve 335,418 335,418

Add:- Profit for the year / (Loss) (65,704,860) 15,792,321

Less:- Prior Period Expenses (Note No. - 27) (3,347,895) (1,133,227)

(21,503,615) 47,213,722

Less:- Adjusted against General Reserve 21,503,615 - - 47,213,722

Total Reserves & Surplus 216,503,028 285,555,783

15

SCHEDULES TO THE BALANCE SHEET AS AT 31ST MARCH, 2014As at As at

31st March, 2014 31st March, 2013

Note- 3 - Long term borrowings

SECURED LOANS

(a) Term Loans from Banks & Financial Institution

(i) IDBI Bank Limited 17,633,300 31,833,300

(Long Term Loan secured against pari-passu charges on the plant & Machinery at Gurgaon and Manesar, and pari-passu charge on metallising plant situated at Sector-06 Faridabad and Equitable mortgare of factory land & buildingsituated at Gurgaon and Manesar. Personal Guarantee given by Mr. U.K.Jain, Mr. Nitin Jain & Mrs Kamlesh Jain.TheLoan was taken in the financial year 2009-2010 & 2011-2012. The Loan was repayable in 18 Quarterly installment.The company has delayed the payment of installment since January 2012,. Subsequently loan (no interest)wasrestructured by IDBI Bank on 20.03.2012,and the total restuctured amount outstanding Rs. 4,33,33,300 is repayablein 13 quarterly installments starting from January 2013. Loan carries interest at BPLR minus 75 bps p.a. i.e.. 12% atpresent. Repayable within a year Rs.1,42,00,000 (95,00,000) has been shown under the head current maturities.Note - 8 (i)

(ii) HSIIDC 16,239,790 48,976,362

(Secured against the first charge on industrial land and building situated at Gurgaon and Manesar and Residental Plotat Manesar and first charge on the plant and machinery which was financed by the HSIIDC. The loans are personallyguaranteed by Mr. U.K. Jain, Mr. Nitin Jain & Mrs. Kamlesh Jain. The Loan numbering Six are taken in the financialyears 2005-06 to 2008-09 carries different interest rates from 11.50.% to 14 % p.a. . Since the company has delayedin repayment of the installments and the loans was restructured by HSIIDC on 30.01.2012. After restructuring the loan(no interest) are repayable in equal quarterly installments of Rs 76,45,000 commencing from January 2013. Thecompany defalted in Repayment of installments and overdue Principal and interest thereon in Rs. 5,53,29,060(76,45,000). Now repayble within a year including overdue principal and interest amount is Rs.8,59,09,060 (3,82,25,000)has been shown under the head current maturities. Note - 8 (i)

(iii) HDFC Bank/Dhanlaxmi Bank/Axis Bank/ICICI Bank 7,623,433 4,841,542

Bank loans are Secured by way of hypothecation of the vehicles purchased. The loans carries interest rate @ 10.25%to12.05%. The loans are repayable in 36 to 60 monthly installments of Rs.(3,18,998)/- with interest . Repayablewithin a year Rs. 44,27,757/- (25,00,586) has been shown under the head current maturities.) Note - 8 (i)

(b) Term Loan from Other Parties

(i) Maruti Udyog Ltd - 150,189

(Secured by way of hypothecation of the vehicles purchased against each loan & carries interest rate @ 8.50% .The loan is re-payable in 84 monthly installments. Repayable within a year Rs. 1,50,189/-(Rs.2,90,966/-) hasbeen shown under the head current maturities.) Note - 8 (i)

(ii) Electronica Finance Limited 12,582,123 14,904,998

(Secured by way of hypothecation of the Plastic injection , Welding Machinery & Generator purchased againstloans and carries interest rate @ 18.50%. The loan is personally guaranteed by Mr. U.k. Jain, Mr.Nitin Jain andMr. Milan Jain. The loan is re-payable in 48 monthly installments of Rs. 7,26,103/- (Rs. 6,22,375/-) with interest.Repayable within a year Rs. 60,72,398/-(Rs.42,71,083/-) has been shown under the head current maturities.)Note - 8 (i)

UNSECURED LOANS

(a) Deposits from Related Parties

(i) Inter corporate -The deposits carries interest @ 11% P.a. 10,652,196 9,721,454(ii) Directors & their relatives -The deposits carries interest @ 11 % P.a. 26,996,237 23,330,076

(b) Deferred Payment Liabilities

(i) Liabilities for Sales Tax Deferment 5,225,633 6,675,250

(The deferment is interest free and relates to financial year 1999-2000 to 2004-05. The amount is repayable in Fiveequal yearly installment commencing from the end of the tenth financial year. Re-payable with in a year Rs.14,49,618/-(Rs. 12,44,392/-) . Overdue installments as on 31-03-2014 is Rs. 22,84,607/(Rs. 10,40,216/-)- relating tofinancial years 2011-12 to 2013-14, both amount has been shown under the head current maturities Note - 8 (i)

96,952,712 140,433,171

16



Note 4:- Deferred Tax Liabilities (Net)Deferred Tax LiabilityDifference between book and tax depreciation 40,494,665 43,481,298Deferred VRS expenditure claimed as revenue expenditure under Income tax Act 1,466,857 3,891,960Gross deferred tax liability 41,961,523 47,373,258Deferred Tax asset43B expenses, including leave encashment and gratuity provisions. 29,847,169 22,871,871Net deferred tax liability 12,114,354 24,501,387Note 5:- Long Term Provisions(a) Provision for employee benefits. (Leave Encashment & Gratuity) 23,013,954 24,100,437

23,013,954 24,100,437Note 6:- Short Term Borrowings(a) From Banks-Secured . (i) Syndicate Bank 125,000,000 100,000,000(Working capital loan is secured by way of Hypothecation of stock, book debts, Plant & Machinery,furniture and equipment of unit at Sector-06 Faridabad, Aurangabad, Chinchwad Pune, Pimpri Puneand Manesar unit and Equitable mortgage of factory lands and buildings situated at Secctor-06 Faridabad,Auragabad, Chinchwad Pune, Pimpri Pune and second charge of factory land & building of Gurgaonand Manesar unit. The loan is personally guaranteed by Mr. U.K. Jain, Mr. Nitin Jain & Mr. Milan Jain. The Loan is repayable on demand and carries interest @ 16.75% p.a.)

(ii) IDBI Bank Limited 64,794,392 69,884,874(Working capital loan is secured against first paripasu charge along with syndicate bank on currentassets of the company. The loan is personally guaranteed by Mr. U.K.Jain, Mr. Nitin Jain and Mrs.Kamlesh Jain the directors/promoters of the Company. The loan is repayable on demand andcarries interest @15.25% p.a.)

(iii) IFCI Factors Limited - Unsesured Loan 90,000,000 150,000,000(Loan for bill discounting against sale bills)

279,794,392 319,884,874Note 7:- Trade Payables(a) Trade Payable * 212,708,348 219,704,787* There are no amounts due to the suppliers covered under the Micro, Small and Medium EnterprisesDevelopment Act, 2006. This information takes into account only those suppliers who have informedthe Company for this purpose.(b) Payable for capital goods - -

212,708,348 219,704,787Note 8:- Other Current Liabilities(i) Current maturities of long-term borrowings - Note 3 114,493,629 57,063,418(ii) Interest accrued and due on borrowings 4,540,674 2,526,723(iii) Unpaid dividends 109,458 234,833(iv) Advances from customers 7,438,021 10,790,124(v) Statutory dues payable 155,208,114 93,860,777(vi) Cheques issued but not presented for payment - 10,788,381(vii) Advance received against sale of fixed assets 13,259,880 -(vii) Expenses payables 21,681,013 12,710,321

316,730,789 187,974,576Note 9:- Short Term Provisions(a) Provision for employees benefits 31,948,732 23,537,406(b) Provision for Income Tax 28,045,695 20,064,685

59,994,426 43,602,090

17

Note

11:

Non-

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As a

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each

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of L

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15 (1

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Sha

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Ltd

of Rs

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of Rs

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109,

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109,

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S.No.

PART

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13MA

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31.03.20

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4.2013

YEAR

/ ADJU

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1431.0

3.2014

31.03.20

13

a)TA

NGIBL

E ASS

ETS

i.La

nd- F

ree Ho

ld16

6,195

,884

-(29

6,262

)16

5,899

,622

--

--

165,8

99,62

216

6,195

,884

ii.La

nd-Le

ase H

old28

,984,3

87-

-28

,984,3

87-

--

-28

,984,3

8728

,984,3

87

iii.Bu

ilding

143,5

63,99

6-

(1,61

7,085

)14

1,946

,911

34,37

3,453

4,733

,967

-39

,107,4

2010

2,839

,491

109,1

90,54

3

iv.Pla

nt & M

achin

ery37

1,446

,790

5,076

,434

(2,20

3,151

)37

4,320

,073

200,2

83,52

019

,608,4

49(89

4,852

)21

8,997

,117

155,3

22,95

617

1,163

,270

v.Fu

rnitur

e and

Fixtur

es19

,877,7

73-

-19

,877,7

7311

,164,2

161,1

75,32

2-

12,33

9,538

7,538

,235

8,713

,557

vi.Of

fice Eq

uipme

nts19

,921,1

4926

4,532

-20

,185,6

8112

,569,7

4678

9,978

-13

,359,7

246,8

25,95

77,3

51,40

3

vii.Ve

hicles

34,09

5,428

5,625

,101

-39

,720,5

2912

,160,0

693,5

51,44

9-

15,71

1,518

24,00

9,011

21,93

5,359

viii.

Plastic

Mou

lds20

6,838

,250

978,8

92-

207,8

17,14

218

4,431

,552

4,123

,954

-18

8,555

,506

19,26

1,636

22,40

6,698

ix.Co

mpute

rs9,0

42,60

469

9,992

-9,7

42,59

67,9

38,81

280

2,367

-8,7

41,17

91,0

01,41

71,1

03,79

2

Total

Tang

ible As

sets

999,966

,26112,6

44,951

(4,116,

498)

1,008,49

4,714

462,921

,36834,7

85,486

(894,85

2)496

,812,002

511,682

,712537

,044,893

b.INT

ANGIB

LE AS

SETS

-

-

-

i.M

& M Re

sorts

Ltd13

1,730

--

131,7

3073

,768

15,80

889

,576

42,15

457

,962

Total

Intan

gible A

ssets

131,730

--

131,730

73,768

15,808

-89,5

7642,1

5457,9

62

Total

Rs.

1,000

,097,9

9112

,644,9

51(4,

116,4

98)

1,008

,626,4

4446

2,995

,136

34,80

1,294

(894,8

52)

496,9

01,57

851

1,724

,868

537,1

02,85

5

Previo

us Ye

ar Rs

.1,0

00,43

2,924

3,574

,427

3,909

,367

1,000

,097,9

8442

7,922

,743

36,84

7,005

1,774

,611

462,9

95,13

753

7,102

,855



Note 12:- Long Term Loans and Advances(Unsecured-considered good)(a) Capital Advances 6,378,567 6,378,567(b) Security Deposits 5,841,745 6,200,507(c) Other loans and advances

(i) Income tax /Mat credit entitlement 5,870,363 5,498,565(ii) Loans to employees 1,535,040 228,220

19,625,714 18,305,858Note 13:- Other Non-Current Assets(a) Long Term Trade Receivable

(i) Unsecured, considered good - -(ii) Unsecured, considered doubtful 176,101,348 74,184,760

(b) Others(i) Share issue expenses - 3,469,083(ii) New project bike - 1,571,801(ii) Deferred revenue expenditure (VRS) - 4,747,113

(c) Other Bank Balances-Non Current Assetsi. Margin money deposits (Fixed Deposit with more than twelve month maturity) 6,716,667 8,047,930

182,818,015 92,020,687Note 14:- Inventories(Valued at cost / estimated cost)(a) Raw materials 195,674,125 208,378,726(b) Work-in-progress 80,366,055 82,428,830(c) Finished goods 5,035,079 19,514,820(d) Goods in-transit(raw material & components) 47,343,592 21,366,246(e) Stores, spares & packing material 3,376,205 3,946,360(f) Scrap material 635,471 677,276

332,430,527 336,312,258Note 15:- Trade Receivablesi. Trade receivables outstanding for a period exceeding

six months from the date they are due for paymenta.) Unsecured, considered good 10,571,161 9,995,261

ii. Othersa.) Unsecured, considered good 83,837,793 236,442,717

94,408,953 246,437,978Note 16:- Cash and Bank Balances(a) Cash and cash equivalents 9,179,876 1,758,992(b) Balances with banks

i. on current accounts 15,924,409 311,727ii. Unpaid dividend account 109,458 234,833

25,213,743 2,305,552Note 17:- Short-Term Loans and Advances(Unsecured-considered good)(a) Advances recoverable in cash or in kind 68,491,775 28,852,527(b) Other loans and advances

(i) Pre-paid expenses 851,830 850,508(ii) Loans to employees 1,392,016 4,839,807(iii) Balances with revenue authorities 15,314,933 11,244,818(vi) Gratuity recoverable from LIC gratuity trust 1,186,678 1,186,678

(c) Others(Deferred Revenue Expenditure) 4,747,111 7,248,449(Unsecured - considered Doubtful)(a) Advances recoverable in cash or in kind 5,826,525 5,826,525

97,810,869 60,049,311

19

SCHEDULES TO THE PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2014For the year ended For the year ended

31st March, 2014 31st March, 2013Note 18:- Revenue from Operations(a) Sale of finished goods 892,318,930 1,265,140,706(b) Sale of Services(job work) - 286(c) Other operating revenues

i. Scrap sales 260,445 63,242Revenue from operations(gross) 892,579,374 1,265,204,234

Less:-(d) Excise Duty 106,954,377 146,123,236

Revenue from operations(net) 785,624,997 1,119,080,998Details of Products SoldFinished goods soldOil/air filters, cleaners & elements 648,316,934 874,389,372Plastic moulded auto components 137,005,507 244,614,807Components & parts of air cleaners and filters 302,556 76,819

785,624,997 1,119,080,998Add : excise duty 106,954,377 146,123,236

892,579,374 1,265,204,234Note 19:- Other Income(a) Interest Income 718,206 725,193(b) Dividend Income 412,076 421,950(c) Net gain on foreign currency transaction - 379,984

1,130,282 1,527,127Note 20:- Cost of Raw Material & Components consumedOpening Stock of raw material & components 208,378,726 201,088,327Add: Purchases of raw material & components 427,588,354 670,540,661

635,967,080 871,628,989Less: Closing stock of raw material & components 195,674,125 208,378,726

440,292,954 663,250,263Details of raw material & components consumedPlastic powder 187,068,123 223,079,034Filter paper 89,371,131 144,138,056Others 163,853,700 296,033,173

440,292,954 663,250,263Details of closing stocks of raw material & componentsSteel sheet 2,916,328 2,916,328Plastic powder 72,517,361 78,263,938Filter paper 13,023,022 22,963,565Others 107,217,414 104,234,895

195,674,125 208,378,726Note 21:- Change in InventoriesClosing Stock

Finished Goods 5,035,079 19,514,820Work in progress 80,366,055 82,428,830Scrap material 635,471 677,276

Opening StockFinished Goods 19,514,820 16,065,072Work in progress 82,428,830 81,046,346Scrap material 677,276 18,463Change in inventories 16,584,321 (5,491,045)

Details of closing stock of finished goodsFinished goodsOil/air filters, cleaners & elements 3,299,816 13,390,922Rear view mirrors 896,521 896,521Plastic moulded auto components 838,742 5,227,377

5,035,079 19,514,820Note 22:- Employee Benefits Expenses(a) Salaries, wages and bonus 126,319,161 137,305,136(b) Contribution to Provident and other funds 6,361,547 5,872,345(c) Gratuity & Leave Encashment 7,187,573 6,131,782(d) Staff welfare expenses 3,732,364 5,376,804

143,600,645 154,686,066

20

Lumax Automotive Systems Ltd.SCHEDULES TO THE PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2014

For the year ended For the year ended31st March, 2014 31st March, 2013

Note 23:- Finance Cost(a) Interest to bank and financial institution 59,788,515 51,863,124(b) Interest on advance/unsecured loans 3,741,931 2,789,907(c) Interest others 6,347,244 6,888,361(d) Bank charges & bill discounting charges 23,498,058 28,866,837

93,375,747 90,408,230Note 10:- Depreciation and Amortization(a) Depreciation 34,801,294 36,847,003(b) Amortization expenses - -

34,801,294 36,847,003Note 24:- Other Expenses(a) Consumption of stores and spare parts 7,218,904 7,742,575(b) Power and fuel 39,297,668 55,419,497(c) Rent, rate & taxes 2,370,844 1,743,585(d) Repairs & maintenance

- Plant & machinery 4,834,718 6,636,003- Building 98,879 729,162- Others 1,189,451 1,168,550

(e) Insurance 1,016,107 1,321,110(f) Printing & stationery 506,937 535,272(g) Vehicle running & maintenance 5,367,039 5,859,544(h) Postage & telephones 2,086,627 2,346,664(i) Legal & professional 4,121,384 2,862,873(j) Conveyance & travelling 5,130,136 4,648,934(k) Freight , forwarding & Packing Material Consumed 23,070,731 24,889,482(l) Advertisement, publicity & sales promotion 1,930,964 3,802,479(m) Payment to the auditor (See detail below) 1,193,500 1,136,802(n) Miscellaneous expenses 386,756 800,924(o) Rebate, discount / Bad Debts 14,531,182 13,816,928(p) Other manufacturing expenses 23,407 744,040(q) AGM expenses 478,834 519,700(r) Job work 2,513,589 3,059,924(s) Security charges 4,591,590 4,375,371(t) Festival expenses 3,572,980 2,778,031

125,532,227 146,937,448Payment to the Auditors(i) Audit fee 650,000 855,340(ii) Taxation 365,000 157,304(iii) Certification Fees, Service Tax, Reimbursement Exp & Others 178,500 124,158

1,193,500 1,136,802Note 25- Exceptional ItemsProfit / (Loss) on sale of fixed assets 4,569,477 (982,756)Deferred revenue expenditure w/off (7,248,451) (10,332,900)

(2,678,974) (11,315,656)Note 26- Tax ExpensesCurrent Tax - 7,700,000Deferred Tax charge (12,387,033) (837,817)Income tax relating to earlier year 7,981,010 -

(4,406,023) 6,862,183Note 27- Prior Period ExpensesFreight, Forwarding 337,138 -Vehicle Running & Maintenance 130,050 -Electricity 1,580,707 -Salary & Allowances (compansation) 1,300,000 1,133,227

3,347,895 1,133,227Note 28- Earnings Per Share (EPS) (in Rupees)Net Loss as per profit and loss account (65,704,860) 15,792,321Number of Equity Shares of Rs. 10/- each 7,404,106 7,404,106Basic & Diluted Earning per Share (in Rupees) (8.87) 2.13

21

Note:29: Accounting Policies & Notes to Accounts1) General

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The financialstatements have been prepared to comply in all material respect in accordance with the notified Accounting Standards issued under companies (AccountingStandards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historicalcost convention on an accrual basis except in case of assets for which revaluation is carried out.The accounting policies have been consistently applied by the Company and are consistent with those applied in the previous year, except for the change inaccounting policy explained below.

2) Change in accounting policyPresentation and disclosure of financial statementsThe accounts have been prepared in accordance with the revised schedule-VI notified under the Companies Act 1956.

3) i) The Company has set-up its own gratuity fund which is covered under the group gratuity scheme with Life Insurance Corporation of India. Liability inrespect of gratuity due to the employees as on 31/03/2014 as per actuarial valuation amount to Rs. 287.45 Lacs (Rs. 237.16 Lacs), which has been dulyprovided in the books of the Company. However the Company is not contributing to Gratuity fund since F.Y.2008-09.

ii) Liability in respect of earned leave due to the employees as on 31/03/2014 as per actuarial valuation amounts to Rs. 78.48 Lacs (Rs.67.78 Lacs), whichhas been duly provided in the current financial year.

iii) Under the scheme of demerger with Lumax Industries Ltd. sale-tax deferment liability in respect of rear view mirror division was transferred to theCompany. The approval and the certificate for transfer of deferment of sale tax liability in the name of the Company from State Authority have been received.The deferment is interest free and relates to financial year 1999-2000 to 2004-05. The amount is repayable in five equal yearly installments commencingfrom the end of the tenth financial year i.e. 2009-10. The sale-tax deferred liability amounting to Rs 8,959,858/- (Rs. 8,959,858/-) have been included inunsecured loans. The overdue installments repayable amount as on 31/03/2014 is Rs. 2,284,607/-

4) i) Contingent liabilities and commitments: (to the extent not provided for) Amount (Rs. In Lacs)a) Contingent Liabilities 2013-14 2012-13

(i) Bank Guarantees given in favour of Government Agencies 20.62 20.62(ii) Letter of Credit outstanding 496.29 374.76(iii) Income Tax Disputed Demand on disallowances in respect of A.Y 2009-10 and

appeal is pending before the CIT (Appeals) NIL 107.36(iv) Income Tax Demand on account of MAT Credit, Application is pending for

review with A.O relating to A.Y 2007-08 5.49 5.49(v) Haryana Value added tax (Local)F.Y. 2009-10 on account of non submission of statutory 25.78 25.78

forms (including Interest)(vi) Haryana Value added tax (Central)F.Y. 2009-10 on account of non submission of statutory forms 73.65 121.78

(including Interest)(vii) Haryana Value added tax (Central)F.Y. 2008-09 on account of non submission of statutory forms 67.09 213.48

(including Interest)(viii) Disputed Service compensation liability of two worker pending Amount not Amount not

in the labour court ascertainable ascertainable(ix) Creditors liabilities pending in dispute in court to the extent not provided in the books 27.40 NIL

b) Capital Commitments : The Company has decided to postponed its capital Commitment expenditure in respect of Capital Work in Progress Rs.26,357,993(25,801,292) on account of inadequacy of liquid funds.

5) Remuneration to Directors :During the year the company has paid managerial remuneration to its two directors amounting to Rs. 96,53,113/-(93,50,208/-) ( including P.F. Contribution Rs.5,76,000/-(5,76,028/-) as per the approval of the Central Government.

6) Value and percentage of Raw Materials and Stores Consumed :Particulars % Raw Materials & % Consumable Stores

Components Value(Rs.) Value(Rs.)Indigenous 93.39 411,170,222 100 7,218,904

(84.65) (561,461,934) 100) (7,742,575)Imported 6.61 29,122,732 Nil Nil

(15.35) (101,788,329) (Nil) (Nil)440,292,954 7,218,904

(663,250,263) (7,742,575)

7) Expenditure/Payments in Foreign Currency : 2013-2014 2012-2013Particulars (Rs.) (Rs.)Raw Materials (CIF Value) 9,875,734/- 84,467,665/-Goods in Transit 4,7343,591/- NILForeign Travels 1,221,334/- 1,066,271/-

11,097,068/- 85,533,936/-

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Lumax Automotive Systems Ltd.8) Earning in Foreign Currency:

Export Sale- Rs. Nil (Nil)9) Based on the information available with the company, no suppliers/ service providers have informed/ confirmed of being registered as Micro, Small or Medium

enterprises as at 31st March 2014 in terms of the provisions of “The Micro, Small, and Medium enterprises Development Act, 2006.10) The business of the company falls within one primary business segment, namely automotive components, therefore, the requirement of disclosure as per AS-

17 regarding “Segment Reporting” does not apply. The Company is primarily engaged in the business of Auto Components which are governed by the same setof risk & returns and hence there is only one segment. The said treatment is in accordance with the guiding principle enunciated in the Accounting Standard onsegment reporting (AS-17).

11) Particulars of Companies/firms disclosed to comply with AS-18 on “Related Party Disclosure” in which the directors of the company exercise control over thecomposition of the board of the directors/governing body are given here below. However, these do not have a potential conflict with the interest of the Companyat large nor do they control or exercise significant influence over the interest of Lumax Automotive Systems Limited.(i) Related party Disclosures:

A) Key Management personnela) Mr. U.K. Jain Chairmanb) Mr. Nitin Jain Managing Directorc) Mr. Milan Jain Executive Director

B) Relative of Key Management Personnela) Mrs. Kamlesh Jain Spouse of Mr. U.K. Jain

C) Enterprises owned or significantly influenced over the company by Key Management Personal or their relatives.a) Nytex Auto Industriesb) Lumax Industries Ltd.c) Lumax Ancillary Ltd.d) Toray Auto Industries Pvt. Ltd.e) Lumax Automotive Components Systems Pvt Ltdf) Lucky Capital Pvt. Ltd.g) Lumax Automotive Care Ltd.h) Lumax Indrani Developer Pvt. Ltd.

ii) Related Party Transactions :As per The Companies (Accounting Standards) Rules, 2006 (AS-18) company’s related party disclosures is as underS. No. Name of Related Party Relationship Nature of Volume of Transactions Closing Bal.

2013-14 2012-13 2013-141. Mr. U.K. Jain Key Management Personal Interest on Unsecured Loan 19,66,663 11,11,347 2,16,98,255

Rent Paid 2,40,000 2,40,000 4,208Managerial Remuneration Nil Nil -

2. Mr. Nitin Jain — Do —- Interest on Unsecured Loan 2,66,871 2,75,417 10,00,165Managerial Remuneration 48,29,897 46,72,421 -

3. Mr. Milan Jain — Do — Interest on Unsecured Loan 3,02,560 3,01,515 14,52,654Managerial Remuneration 48,23,216 46,77,787 -

4. Mrs. Kamlesh Jain Relative of Key Interest on Unsecured Loan 1,38,815 1,26,310 13,86,885Management Personal

Rent 4,14,000 4,14,000 16,82,2395. Lucky Capital Pvt. Ltd. Enterprises owned or significantly Interest on Unsecured Loan 3,94,163 3,61,344 39,29,735

influenced over the companyby Key Management Personal

or their relatives.6. Toray Auto Industries Pvt. Ltd. — Do —- Interest on Unsecured Loan 5,99,517 5,46,611 59,89,7117. Lumax Indrani Developers Pvt. Ltd. — Do —- Interest on Unsecured Loan 73,342 67,363 732,7508. Lumax Automotive — Do —- Auto Component / Plastic 86,60,215 32,63,454 39,42,611

Components Systems Pvt. Ltd. Powder Sale/Job work9. Lumax Automotive Care Ltd. — Do —- Auto Component sale 7,94,273 77,46,059 85,02,02310. Nytex Auto Industries — Do —- Rent 4,76,100 4,76,100 24,83,21911. Lumax Industries Ltd. — Do —- Dividend Nil 6,480 N/A12. Lumax Ancillary Ltd. — Do —- Dividend 4,11,885 4,11,885 N/A

23

12) Impairment of AssetsAs stipulated in AS-28, the company assessed potential generation of economicbenefits from its business units and is of the view that assets employed incontinuing businesses are capable of generating adequate returns over theiruseful lives in the usual course of business. There is no indication to the contraryand accordingly the management is of the view that no impairment provision iscalled for in these accounts.

13) i) TaxationTax expense comprises of current and deferred tax. Current income tax ismeasured at the amount expected to be paid to the tax authorities in accordancewith the Indian Income Tax Act. Deferred income taxes reflects the impact ofcurrent year timing differences between taxable income and accounting incomefor the year and reversal of timing difference of earlier year.Deferred tax is measured base on the tax rates and the tax laws enacted orsubstantively enacted at the balance sheet date. Deferred tax assets arerecognized only to the extent that there is reasonable certainty that sufficientfuture taxable income will be available against which such deferred taxassets can be realized. Deferred tax assets are recognized on expensesdebited to profit & loss account but allowable for tax purposes in succeedingyears and there is virtual certainty supported by convincing evidence thatsuch deferred tax assets can be realized against future taxable profits.

14) i) Expenditure incurred towards compensation payments to employees onretirement / resignation upto F.Y 2011-12 in were amortized in equal installment over five years as VRS scheme and inrespect of the subsequent financial yearsi.e. F.Y.2012-13 & 2013-14 same has been charged as revenue expenditureto the profit and loss statement.

ii) Expenditure incurred on new project (Bike) in earlier years which wascapitalized in earlier years has been written off, during the current accountingyear.

iii) Public issue expenses incurred in earlier years were written off in the currentaccounting year .

15) MiscellaneousSundry creditors, sundry debtors and loans and advances, price varianceclaims and rebates claimed include certain Items for which confirmations are yetto be received and include certain long outstanding balances which are consideredpayable/ realisable as the case may be.

16) ACCOUNTING POLICIES :i) Method of Depreciation, Depletion & Amortization:

a) Depreciation of Fixed Tangible Assets has been computed on straightline basis on cost/enhanced cost in accordance with Schedule-XIVread with Section 205(2)(b) of the Companies Act, 1956 except incases “where the assets have been identified/retired from active useand where the assets are reduced to the estimated realizable value inthe year of its retirement”. However depreciation on plastic bins hasbeen provided at 25%, keeping in view, the life of expectancy of thebins. The incremental depreciation on enhanced cost on account ofrevaluation is adjusted against revaluation reserve.

b) Cost of Leasehold Land is not being amortized over the period of leaseand shall be amortised on termination/renewal of lease agreements.

c) Intangible Assets-Amortisation of intangible assets is provided on straight-line method to allocate depreciable amount of an asset over its usuallife.

24

ii) Conversion of Foreign Currency items:Transactions in foreign currencies are translated at the exchange rate prevailingon the date of the transactions and in case of purchase of materials and sales ofgoods, the exchange gains/losses on settlement during the year, are adjusted torespective accounts. In cases where the amount is not received/paid up to theBalance Sheet date, the conversion of foreign currency items have been accountedfor at the rates prevailing as at the year end and material variance has beenrecognized in the Accounts.

iii) Valuation of Inventories:Raw Materials, Components, Stores and Packing Materials are valued at Costincluding taxes. Semi-finished goods valued at Estimated Cost including taxes.Finished goods are valued at cost inclusive of excise duty for which provisionhas been made. Custom duty on material lying in bonded warehouse is includedin cost when it is actually paid/ incurred at the time of removal from the warehouseand this treatment has no impact on the profits of the Company.

iv) Research & Development:The revenue expenditure on research & development is expensed out under therelevant head of accounts in the year in which it is incurred. However, expenditurewhich results in creation of capital tangible assets is treated in the same way asexpenditure on other fixed assets.

v ) Valuation of Fixed Assets:The Fixed Assets of the Company are recorded at their historical cost of acquisitionexcept otherwise stated (some of the assets are recorded at revalued amounts)including installation & commissioning expenses as reduced by accumulateddepreciation to date. Fixed assets identified under asset rationalization programeare revalued from time to time and the deficit if any on account of the revaluationis recognised in the profit & loss statement of the relevant year.

vi) InvestmentsInvestments are stated at cost. Dividend income is accounted for in the year inwhich it is received.

vii) Treatment of Contingent Liabilities:Liabilities of a contingent nature are accounted for only on actual occurrence/finalsettlement of the liabilities.

viii) Retirement Benefits to Employees:The company’s contributions to schemes such as Provident Fund & FamilyPension Fund are charged to Profit & Loss Account as and when accrued. Thecompany also provides for retirement benefits in the form of gratuity to all employees,and the liability based on actuarial valuation is charged to the Profit & LossAccount.

ix) Expenditure on New projects and Substantial Expansion:Expenditure directly relating to construction activity is capitalized. Indirect expenditureincurred during construction Period is capitalized as part of construction cost to theextent to which the expenditure is indirectly related to construction or is incidentalthereto. Income earned, if any, during construction period is deducted from the totalof the indirect expenditure. During the year no expenditure on new project /substantial expansion has been incurred.

x ) Revenue Recognition:Revenue in respect of insurance/other claims and rate differences etc. is recognizedonly when it is reasonably certain that the ultimate collection will be made.

xi) LeasesIn respect of operating lease, rentals and all other expenses are treated asrevenue expenditure with reference to the term(s) of the lease(s)

Annexure to our report of even date

for R.JAIN & SANJAY ASSOCIATES For and on behalf of board DirectorsChartered Accountants Lumax Automotive Systems Ltd.

(CA – R. K. JAIN) U.K.JAIN NITIN JAINPARTNER CHAIRMAN MANAGING DIRECTORMembership No .9981

PLACE: DELHI A.K. GOEL MONIKA GUPTADATED: 30-05-2014 CHIEF FINANCIAL OFFICER COMPANY SECRETARY

Lumax Automotive Systems Ltd.CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2014

2013-2014 2012-2013

A. Cash flow from operating activitiesProfit before tax (70,110,883) 22,654,504Adjustments for :Prior period expenses (3,347,895) (1,133,227)Depreciation 34,801,294 36,847,003Interest expenses 93,375,747 90,408,230Amortisation of deferred revenue expenditure 7,248,451 10,332,900(Profit)/ loss on sale of fixed assets (4,569,477) 982,756Operating profit before working capital changes 57,397,237 160,092,166Movements in working capital:Increase in trade receivables 50,112,437 (8,098,903)Increase in inventories 3,881,731 (12,860,971)Increase in loans and advances (36,170,070) 5,614,614Increase in Trade and other payables 59,267,373 (19,130,442)Cash generated from operations 134,488,708 125,616,464Direct tax paid 12,015,235 (72,951)

146,503,943 125,543,513

Net cash generated from operating activities 146,503,943 125,543,513B. Cash Flow from investing activities

Purchase of fixed assets (13,201,652) (3,958,588)Adjustment/sale of fixed assets 7,791,115 1,152,000

(5,410,537) (2,806,588)Net Cash used in investing activities (5,410,537) (2,806,588)

C . Cash flow from financing activitiesReceipt of non current borrowings 17,092,000 21,000,000Receipt of shrot term borrowings 25,000,000 -Repayment of non current borrowings (3,142,248) (31,907,012)Repayment of short term borrowings (65,090,482) (17,331,203)Interest paid (93,375,747) (90,408,230)

(119,516,477) (118,646,445)Net cash used in financing activities (119,516,477) (118,646,445)

D . Net (decreases)/ increase in cash 21,576,928 4,090,480Cash and cash equivalent as on 31.03.2013 10,353,482 6,263,002Cash and cash equivalent as on 31.03.2014 31,930,410 10,353,482

Notes: 1. The Cash Flow statement has been prepared under the indirect method as set out in accounting Standard-3 on Cash Flow Statements issued by theInstitute of Chartered Accountants of India.

2. Negative figures have been shown in brackets3. Negative figures have been shown in brackets Cash and cash equivalent includes margin money fixed deposit shown in othe non current assets note

no. - 13.

As per our report of even date.For R. JAIN & SANJAY ASSOCIATES For and on behalf of Board of DirectorsChartered Accountants Lumax Automotive Systems LimitedFirm Registration No. - 012377N

(CA. R. K. JAIN) U.K.JAIN NITIN JAINPartner CHAIRMAN MANAGING DIRECTORMembership No. 9981

PLACE : NEW DELHI A.K.GOEL MONIKA GUPTADATED : 30TH MAY 2014 CHIEF FINANCIAL OFFICER COMPANY SECRETARY

25

LUMAX AUTOMOTIVE SYSTEMS LIMITEDRegd. Off: 63-64, Gokhale Market, Delhi-110054

CIN: L72900DL1999PLC099103; Website: www.lumaxauto.comE-mail Id: [email protected] Tel No.: 0124-4551000 Fax No.: 0124-4551017

Form No. MGT 11PROXY FORM

[Pursuant to Section 105 (6) of the Companies Act, 2013 and Rule 19(3) of the Companies(Management and Administration) Rules, 2014]

Tear

Pag

e

Name of the Member (s): .....................................................................................................................................................................

Registered address:.............................................................................................................................................................................

E-mail Id: ................................................................................... Folio No. /DP ID & Client ID:...............................................................

I/We, being the member (s) of............................................................................shares of the above named company, hereby appoint

1) Name: ................................................................................ E-mail Id: .............................................................................................

Address: ...........................................................................

........................................................................................... Signature: or failing him/her

2) Name: ................................................................................ E-mail Id: ..............................................................................................

Address: ...........................................................................

........................................................................................... Signature: or failing him/her

as my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 14th Annual General Meeting of the Company, tobe held on Friday, the 26th day of September, 2014 at 10.00 a.m. at The Executive Club, 439, Village Shahoorpur, P.O. Fatehpur Beri,New Delhi - 110 074 and at any adjournment thereof in respect of such resolutions as are indicated below:

Res. Description For AgainstNo.

1. Adoption of Annual Accounts and Reports thereon for the financial year ended 31st March, 2014.

2. Re-appointment of Mr. Umesh Kumar Jain (DIN: 00061787), who retires by rotation at this AnnualGeneral Meeting and, being eligible, offers himself for re-appointment.

3. Appointment of M/s R. Jain & Sanjay Associates, Chartered Accountants (FRN: 012377N) asStatutory Auditors of the Company and to fix their remuneration

4. Appointment of Mrs. Suman Agarwal as an Independent Director of the Company

5. Appointment of Mr. Rajendra Prasad Agrawal (DIN: 02660445) as an Independent Director of theCompany

6. Appointment of Mr. Vinay Mansukhlal Panchamiya (DIN: 02371139), as an Independent Directorof the Company

Signed this ................................... day of ........................ 2014. Signature of Shareholder: ....................................

NOTES:

1) Please put a ‘X’ in the appropriate column against the respective resolutions. If you leave the ‘For’ or ‘Against’ column blank againstany or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

2) Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of not more than fifty(50) members and holding in the aggregate not more than ten percent (10%) of the total Share Capital of the Company carryingvoting rights. A member holding more than ten percent (10%) of the total Share Capital of the Company carrying voting rights mayappoint a single person as proxy and such person shall not act as proxy for any other member.

3) This form of Proxy in order to be effective should be duly completed, stamped, signed and deposited at the Registered Office of theCompany, not less than 48 hours before the commencement of the meeting.

AffixRevenue

Stamp

Lumax Automotive Systems Ltd.



E-COMMUNICATION REGISTRATION FORM

Dear Shareholders,

You are aware that majority of the provisions of Companies Act, 2013 have been made effective from 1st April, 2014. Pursuant to

Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules issued thereunder, Companies can serve AnnualReports, Notices and other communications through electronic mode to those shareholders who have registered their email addresseither with the Company/RTA or with the Depository.

It is a welcome move that would benefit the society at large, as this will reduce paper consumption to a great extent and allowshareholders to contribute towards a greener environment. This provides a golden opportunity to every shareholder of LumaxAutomotive Systems Limited to contribute to the cause of ‘Green Initiative’ by giving their consent to receive various communicationsfrom the Company through electronic mode.

We therefore invite all our shareholders to contribute to the cause by filling up the form given below to receive communication from theCompany in electronic mode. You can also download the appended registration form from the website of the Companywww.lumaxauto.com.

[Please note that as a Member of the Company, you will be entitled to receive all such communication in physical form, upon request.]Best Regards, Sd/-

Nitin Jain(Managing Director)

E-COMMUNICATION REGISTRATION FORM

Folio No. /DP ID & Client ID: ...............................................................................................................................................................

Name of the 1 Registered Holder: ......................................................................................................................................................

Name of the Joint Holder[s]: (1) .............................................................................. (2) ....................................................................

Registered Address: ..............................................................................................................................................................................

...................................................................................................................................................................................................................

E-mail ID (to be registered): ......................................................................... Mob./Tel. No.: ................................................................

I/We shareholder(s) of Lumax Automotive Systems Limited hereby agree to receive communications from the Company in electronicmode. Please register my above E-mail ID in your records for sending communications in electronic form.

Date: ...................................................................... Signature: ..................................................................

Note: Shareholder(s) are requested to keep the Company informed as and when there is any change in the e-mail address.



ATTENDANCE SLIP(To be handed over at the entrance of the meeting venue)

Name of the Member(s) / Proxy*: ........................................................................................................................................................(*Strike off whichever is not applicable)

Registered address:............................................................................................................................................................................

E-mail Id: .......................................................................................... Folio No. /DP ID & Client ID:.........................................................

I/We, being the member (s) of ....................................... shares of the above named company, hereby record my/our presence at the14

th Annual General Meeting of the Company, to be held on Friday, the 26

th day of September, 2014 at 10.00 a.m. at The Executive Club,

439, Village Shahoorpur, P.O. Fatehpur Beri, New Delhi- 110 074 and at any adjournment thereof.

Signature of the Member/Proxy*: ...........................................................................................(*strike out whichever is not applicable)

NOTES:

1) Members/Proxies are requested to bring the duly signed attendance slip to the meeting and hand it over at the entrance.2) Corporate members intending to send their authorized representatives to attend the meeting are requested to send, to the

Company, a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at themeeting.

3) For the convenience of Members, persons other than Members/Proxies will not be admitted.

mr. u. k. jain- chairman & non-executive director · 2014. 9. 9. · mr. nitin jain- managing...

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