DIRECTORS' REPORT

(Including Management Discussion & Analysis Report)

Dear Share Holders,

Your Directors have pleasure in brsenting the Sixteenth Annual Report on the Business and Operations of the Company for the year ended March 31, 2008 and the Audited Statement of Accounts of the Company along with Auditors Report thereon.

PERFORMANCE HIGHLIGHT

I would like to share that during the year under review, the profit of your company stood at Rs. 1399161, before tax and has shown an increase of profit against brvious year's Profit of Rs. 209174. The strengthening of Indian Rupee has major impact on the profitability which effects on realization amount of export proceeds.

BUSINESS

Your Company is mainly in the Business of Manufacturing Automotive Bulbs and Lights, The Company holds 100% Export oriented status.

OPPORTUNITIES

- Expanding new export market like Middle East and USA.

- Introduction of new generation lamp like LED.

- Developing domesic distribution network.

THREATS

Increase in Energy prices and high inflation may adversely affect the company.

Increase of input and volatility in currency market may impact the profitability of the company.

RISK AND CONCERN

The operating margins are under huge brssure due to increase in energy prices, raw material cost & other input costs are creating brssure on operating margins. It may not be possible for the company to recover the entire increase in raw material and input costs from the customers.

SEGMENTWISE PERFORMANCE

As per the relative segment reporting requirements, the company operates in Single Segment i.e. Automotive Bulbs and Lights.

LISTING OF SHARES ON STOCK EXCHANGES

The Equity Shares of the Company are listed on The Bombay Stock Exchange Ltd., Mumbai, and Delhi Stock Exchange Association Ltd. The Listing Fees for the Financial Year 2008-09 has been paid.

INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)

The annual custodial fees for the Financial Year 2008-09 has been paid to National Securities Depository Limited (NSDL) and Central Depository Services Ltd.(CDSL). The ISIN Number of the company is INE144C01014

REGISTRAR AND SHARE TRANSFER AGENT

The Members are requested to correspond with company's Registrar and Share Transfer Agent 'Mas Services Ltd., AB-4, Safdarjung Enclave, New Delhi - 110029" for Change of address, Physical transfer of shares, Demat requests and investor related matters, etc.

Shares lodged for transfer at the Registrar's address are normally processed and approved by the Share Transfer Committee on fortnight basis. Dematerialization of shares are processed within 15days Other miscellaneous matters are processed by the Registrar within 30 days.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has a proper adequate system of Internal Controls commensurate with its size to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly. It ensures that all financial and other records are reliable for brparing financial statements and other data for maintaining accountability of assets.

CONSERVATION OF ENERGY:

The Company Continues its policy of priority to energy conservation measures including regular review of energy conservation, consumption and effective control on utilisation of energy.

QUALITY POLICY AND CERTIFICATION:

The company is committed to provide consistent good quality products to its worldwide customers and to achieve the world class quality in the products manufactured. Every employee is involved in ensuring quality of products at all times. Management on its part is fully committed to further improve quality and provides all the sources to accomplish this task. The Company is ISO 9001:2000 Certified

DEVELOPMENT IN HUMAN RESOURCE:

Sound Human resources development policies of the company ensures that each employee as an individual contributes to the performance of the company, regular in house training programs for all employees help in this objective.

Employees are the most valuable asset of the company. Your Company strongly recommends that employees are the key pillar in our success it is our belief that employees have to be given the right environment for their talents to bloom and they need to be nurtured as one of ours most important assets. Our constant endeavor has deliver their best. Initiatives have been taken to become a performance driven organization by retaining and developing leadership potential. The company is committed to continuously improve safety and health of employees.

CAUTIONARY NOTE

Certain statements in the management discussions and analysis section may be forward looking and a-e stated as required by applicable laws and regulations Manufactures may affect the actual results which would be different from directors report and sales in terms of future performance.

FIXED DEPOSIT/ PUBLIC DEPOSIT'S

The Company has not accepted any Fixed Deposits U/s 58A of the Companies Act during the year under review.

AUDITORS

M/s Bhasin Raghavan & Co., Chartered Accountants, New Delhi, Auditors of the Company, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS REPORT

The observation of the Auditors contained in the Auditors Report, read with Notes on Accounts are self explanatory and do not call for any further clarifications.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their gratitude to the shareholders, State & Central Government authorities, vendors, bankers, customers and other business associates for their support and co-operation extended to the company.

Your Directors place on record their deep apbrciation for exemplary contribution of the employees at all levels. Their dedicated efforts and enthusiasm has been integral to your Company's imbrssive growth.

On Behalf of the Board of Directors

For Jagan Lamps Ltd.

(S. P. Aggarwal)

Chairman

Place : Kundli  

Dated : 28/07/2008