J L Morison Report 2011-12.pdf · Mrs. Sakshi Mody, a relative of Mr. Raghu Mody and Mr. Varunn...

ANNUAL REPORT 2011-12��

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BOARD OF DIRECTORS RAGHU MODY CHAIRMAN

VARUNN MODY DIRECTOR

ATUL TANDAN DIRECTOR

LT. GEN. (RETD.) K. S. BRAR DIRECTOR (upto 18th May, 2012)

SHAMSUNDER AGGARWAL DIRECTOR

SANJAY KOTHARI DIRECTOR (w.e.f. 5th August, 2011)

BANKERS CANARA BANK

BANK OF INDIA

CORPORATION BANK

AUDITORS HARIBHAKTI & CO

CHARTERED ACCOUNTANTS

MUMBAI - 400 059

SOLICITORS KHAITAN & CO.

REGISTERED OFFICE:

RASOI COURT,

20, SIR R.N. MUKHERJEE ROAD,

KOLKATA - 700 001.

PHONE : (033) 22480114/5

FAX : (033) 2248 1200

Website : www.jlmorison.in

HEAD OFFICE

“CRYSTAL”

79, DR. ANNIE BESANT ROAD, WORLI,

MUMBAI - 400 018.

BRANCHES

MUMBAI

KOLKATA

NEW DELHI

CHENNAI

WORKS

E-95/1, MIDC, WALUJ, NEAR SIEMENS FACTORY,

WALUJ, AURANAGABAD - 431 136.

MAHARASHTRA.

CONTENTS

Page No.

Notice 2

Directors’ Report 7

Report on Corporate Governance 12

Management Discussion and Analysis 20

Auditors’ Report 21

Balance Sheet 24

Statement of Profit and Loss 25

Cash Flow Statement 26

Notes on Financial Statement 27

77th Annual General Meeting of the Company will be heldon Thursday, the 13th day of September, 2012 at 11.00 a.m. atKala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017.


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NOTICENOTICE is hereby given that the 77th Annual General Meeting of the members of J. L. Morison (India) Limited will be held onThursday, the 13th day of September, 2012 at 11.00 a.m. at Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017 to transact thefollowing businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2012 and the Statement of Profit and Loss for theyear ended on that date and the Reports of the Directors’ and the Auditors’ thereon.

2. To declare dividend for the financial year ended on 31st March, 2012.

3. To appoint a Director in the place of Mr. Raghu Mody, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a Director in the place of Mr. Shamsunder Aggarwal, who retires by rotation and being eligible, offers himself forre-appointment.

5. To re-appoint the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting up to theconclusion of the next Annual General Meeting and to authorise the Board of Directors to fix their remuneration.

SPECIAL BUSINESS

6. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. Sanjay Kothari, who was appointed as an Additional Director by the Board of Directors w.e.f. 5th

August, 2011 in accordance with the provisions of Article No.117 of the Articles of Association of the Company and as per theprovisions of Section 260 of the Companies Act, 1956 holds office upto the date of this Annual General Meeting and in respectof whom the Company has received a notice along with requisite deposit under Section 257 of the Companies Act, 1956proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, who shall beliable to retire by rotation.”

7. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 387 and Schedule XIII and all other applicableprovisions of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof for the time being inforce), the appointment of Mr. Sohan Sarda, General Manager - Finance of the Company as Manager under the CompaniesAct, 1956 for a period of 5 (five) years w.e.f. 1st April, 2012 be and is hereby approved and the following terms and conditionswith respect to remuneration payable to him be and are hereby approved for a period of 3 (three) years with effect from thatdate:

(a) Remuneration: Remuneration payable to Mr. Sohan Sarda shall be as follows (per month):

Sl.No. Particulars Amount(�)

1. Salary 1,25,000

2. House Maintenance Allowance 20,000

3. Education Allowance 1,083

4. Leave Travel Allowance 7,000

5. Other Reimbursable Allowance 39,000

Total 1,92,083

(b) Others:

1. Provident Fund: Company’s contribution to Provident Fund will not exceed 12% of the salary.

2. Gratuity: Gratuity will be paid as per Company’s normal rules.

3. Car : Company’s car will be provided for office use.

4. Conveyance/Travelling : At actuals

5. Medical expenses: For him and his family members as follows:

a. Hospitalization benefits (Medical Insurance) – upto � 2 Lacs p.a. (at actual);


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b. Accident Insurance for him – upto � 2 Lacs p.a. (at actual);

c. Reimbursement of domiciliary / routine medical expenses – upto � 15,000/- p.a. (at actual);

d. Reimbursement of spectacles – upto � 15,000/- p.a. (at actual);

e. Reimbursement of dental treatment – upto � 10,000/- p.a.(at actual);

6. Mr. Sohan Sarda will be entitled to leave as per the rules of the Company as are applicable to other staff membersof his category.

7. Leave encashment will be provided as per the rules of the Company and encashment of such leave at the end ofthe tenure of service shall not be included in the computation of ceiling of remuneration or perquisites as aforesaid.

8. Club Membership – Cost of membership of one club in Mumbai.

RESOLVED FURTHER THAT Mr. Sohan Sarda shall be entitled for such annual increments, during his tenure as Manager, asmay be recommended by the Remuneration Committee and approved by the Board of Directors of the Company; however,such increment shall be limited to 25% of total cost to the Company each year.

RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year of the Company during thetenure of Mr. Sohan Sarda as Manager of the Company, the remuneration as provided here-in-above shall be payable asminimum remuneration to him.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take all actions and do allsuch deeds, matters and things, as may be required from time to time to give effect to the above resolution.”

8. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 314 and all other applicable provisions, if any, of the Companies Act,1956 (including any statutory modification(s) or re-enactment thereof for the time being in force), the appointment ofMrs. Sakshi Mody, a relative of Mr. Raghu Mody and Mr. Varunn Mody, Directors of the Company, as a General Manager –Corporate with effect from 1st April, 2012 on the following remuneration be and is hereby approved.

1. Salary : � 12,00,000/- p.a.

2. Perquisites : � 1,80,000/- p.a. (Rent free accommodation)

RESOLVED FURTHER THAT the Board of Director of the Company be and is hereby authorised to take all such actions anddo all such deeds, matters and things, as may be required from time to time to give effect to the above resolution”.

By Order of the Board of Directors

Place : Mumbai Varunn ModyDate : 18th May, 2012 Director

Registered Office:

Rasoi Court,20, Sir R. N. Mukherjee Road,Kolkata 700 001


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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXY TOATTEND AND VOTE, IN CASE OF POLL ONLY, INSTEAD OF HIMSELF/ HERSELF AND THE PROXY NEED NOT BE AMEMBER OF THE COMPANY. THE PROXY FORM, IN ORDER TO BE EFFECTIVE, SHOULD BE DEPOSITED AT THEREGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THEMEETING.

2. Brief resume of the Directors proposed to be appointed/re-appointed at the ensuing Annual General Meeting in terms ofclause 49 of the Listing Agreement is annexed to the Notice.

3. Shareholders are requested to forward all Share Transfers and any other communications to the Registrar & Share TransferAgents (RTA) of the Company and are further requested to always quote their Folio Number in all correspondences with theCompany.

4. (a) Register of Members and the Share Transfer Books of the Company will remain closed from Monday,10th September, 2012 to Thursday, 13th September, 2012 (both days inclusive) for determining the name of memberseligible for dividend on Equity Shares, if approved by the shareholders at the ensuing Annual General Meeting.

(b) The dividend on Equity Shares, if declared at the Annual General Meeting, will be credited / dispatched between21st September, 2012 and 25th September, 2012 to those members whose names shall appear on the Company’s Registerof Members on 13th September, 2012; in respect of the shares held in dematerialized form, the dividend will be paid tomembers whose names are furnished by National Securities Depository Limited and Central Depository Services (India)Limited as beneficial owners as on that date.

5. The unclaimed dividend up to the financial year 2003-04 has been transferred to the Investor Education and Protection Fund(IEPF) as required under section 205-A and 205-C of the Companies Act, 1956. The Balance amount lying in unpaid DividendAccount for the financial year 2004-05 is due for transfer to the Investor Education and Protection Fund administered by theCentral Government during the month of October, 2012. The shareholders whose dividend remained unclaimed for the aforesaidfinancial year and following financial years are requested to claim it immediately from the Company. Further, the Shareholdersare requested to note that no claim shall lie against the said fund or the Company in respect of any amounts which remainedunclaimed for a period of seven years from the date that these became first due for payment and no payment shall be madein respect of any such claim.

6. Shareholders seeking information on accounts are kindly requested to furnish their queries to the Company at least ten daysbefore the date of the meeting so that the information required may be made readily available at the meeting.

7. Shareholders are requested to bring their Attendance Slip along with their copy of Annual Report to the Meeting.

8. Members who hold the shares in dematerialized form are requested to bring their client ID and DPID for easier identificationof attendance at the meeting.

9. The shareholders holding shares in identical order of names in more than one folio are requested to write to the Company/RTAenclosing their Share Certificates to enable the Company to consolidate their holdings in one folio for better service.

10. Members holding shares in physical form are requested to notify immediately any change in their address or bank mandatesto the Company / Registrar and Share Transfer Agents quoting their Folio Number. Members holding shares in the electronicform may update such details with their respective Depository Participants.


Place : Mumbai Varunn ModyDate : 18th May, 2012 Director

Registered Office:

Rasoi Court,20, Sir R. N. Mukherjee Road,Kolkata 700 001


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Details as required under clause 49(IV)(G) of the Listing Agreement of Directors seeking appointment/re-appointment atensuing AGM:

1. Mr. Raghu Mody, aged 73 years, is graduate from Cambridge University. He has over 40 years of experience as a leadingindustrialist.

He is also director in Rasoi Ltd., Hindustan Composites Ltd., The West Coast Paper Mills Ltd., Prabhukripa Overseas Ltd. andRasoi Express Pvt. Ltd. He is Executive Committee Member of Automotive Components Manufacturing Association of India(ACMA). Mr. Mody has been president of ASSOCHAM, Indo-American Chamber of Commerce & Industry of India, IndoAmerican Chamber of Commerce & Industry and Indian Vanaspati Producers Association. He was also Chairman of Indo-Italian Chambers of Commerce & Industry and Asbestos Information Centre.

He is a member of Audit Committee in Hindustan Composites Ltd and Rasoi Ltd. and also is a member of Share TransferCommittee of the Company.

As on 31st March, 2012, Mr. Raghu Mody holds 250 Equity Shares of the Company.

2. Mr. Shamsunder Aggarwal, aged 75 years, is graduate in Business Management from New York University. He has richexperience in Service Industry. He was pioneer to establish Diners Club Credit Card business. Mr. Aggarwal is on the GoverningBoard of Lala Lajpatrai College of Commerce, Mumbai.

Mr. Aggarwal is also director in DBS Corporate Services Pvt. Ltd., DBS Financial Services Pvt. Ltd., DBS Internet ServicesPvt. Ltd., Copper Rollers Pvt. Ltd. and Global Offshore Services Limited. He is an Executive Committee member of Indo-American Chamber of Commerce. He is also a member of Remuneration Committee of the Company.

As on 31st March, 2012, Mr. Shamsunder Aggarwal does not hold any shares in the Company.

3. Mr. Sanjay Kothari, aged 49 years, is a Chartered Accountant, Cost Accountant and Company Secretary and has also doneDiploma in Business Finance. He has 25 years of experience in Finance & Taxation.

He is also director in Chartered Finance & Leasing Ltd., Fortune Equity Brokers (India) Ltd., Fortune Financial Services (India)Ltd., Sound Capital Markets Ltd. and The West Coast Paper Mills Ltd. He is a member of Audit Committee in Fortune FinancialServices (India) Ltd., The West Coast Papers Mills Ltd. and of the Company and is also a member of Remuneration Committeeof Fortune Financial Services (India) Ltd. and The West Coast Papers Mills Ltd.

As on 31st March, 2012, Mr. Sanjay Kothari does not hold any shares in the Company.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

Item No. 6

Mr. Sanjay Kothari was appointed as an Additional Director of the Company w.e.f. 5th August, 2011. Mr. Sanjay Kothari, aged 49years, is a Chartered Accountant, Cost Accountant and Company Secretary and has also done Diploma in Business Finance. Hehas 25 years of experience in Finance & Taxation.

Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. Sanjay Kothari holds office as such upto the date of thisAnnual General Meeting. The Company has received a notice along with requisite deposit under Section 257 of the Companies Act,1956 proposing his candidature for the office of Director.

The Board recommends passing of the Ordinary Resolution as set out at item no. 6 of the Notice.

Except Mr. Sanjay Kothari none of the directors of the Company are concerned or interested in the said resolution.

Item No. 7

Mr. Sohan Sarda, General Manager – Finance of the Company has been associated with the Company since 2005. He is a memberof the Institute of Chartered Accountants of India and has completed Company Secretary course and possesses vast knowledgeand experience in the field of Accounts, Taxation, Finance and General Administration. The Board of Directors of the Company hasappointed him as Manager of the Company under the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreementfor a period of 5 (five) years with effect from 1st April, 2012, subject to approval of the members in their General Meeting. Theapproval of members is being sought for appointment of Mr. Sohan Sarda as Manager for a period of 5 (five) years and payment ofremuneration to him for a period of 3 (three) years as set out at Resolution no. 7


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The Board recommends passing of the Special Resolution as set out at item no. 7 of the Notice.

None of the directors of the Company are concerned or interested in the said resolution.

Item No. 8

The Board of Directors of the Company appointed Mrs. Sakshi Mody, a relative of Mr. Raghu Mody and Mr. Varunn Mody, Directors ofthe Company as General Manager – Corporate w.e.f. 1st April, 2012. She is an MBA by qualification and possesses diversified knowledgeand experience in different areas of business.

As per the provisions of section 314(1)(b) of the Companies Act, 1956, the approval of members is required in case of the appointmentof any relative of director(s) holding any office or place of profit, if remuneration exceeds � 50,000/- per month.

The approval of members is being sought for appointment of Mrs. Sakshi Mody made as General Manager – Corporate and paymentof remuneration to her as set out at Resolution No. 8 of the Notice.

The Board recommends passing of the Special Resolution as set out at item no. 8.

Except Mr. Raghu Mody and Mr. Varunn Mody, none of the directors of the Company are concerned or interested in the said resolution.


Place: Mumbai Varunn ModyDate : 18th May, 2012 Director

The details as required under proviso (iv) to Clause B of Part II of Schedule XIII to the Companies Act, 1956, are givenbelow:

I General Information

(1) Nature of industry The Company is engaged in the business of marketing anddistribution of personal care, life style and FMCG products.

(2) Date or expected date of commencement of The company is an existing company and is in operation sincecommercial production 1934.

(3) In case of new companies, expected date of N.A.commencement of activities as per project approvedby the financial institutions appearing in the prospectus

(4) Financial performance based on given indicators EPS : � 0.71 / Return on networth : 0.14%(5) Export performance and net foreign exchange Nil

collaborations(6) Foreign investments or collaborators, if any Nil

II Information about the appointee

(1) Background details Mr. Sohan Sarda is a fellow member of the Institute of CharteredAccountants of India and also completed Company Secretarycourse. He is associated with the company since 2005 andhandling finance, accounts, secretarial, banking, commercial,taxation and General administration.

(2) Past Remuneration � 20 Lacs p.a. (Approx.)(3) Recognisation or awards Mr. Sohan Sarda is having good experience in the industry in

which the company operates.(4) Job profile and his suitability Being a professional (CA & CS) and having experience with

company will be able to discharge his responsibilities.(5) Remuneration proposed � 25 Lacs per annum (approx.)(6) Comparative remuneration profile with respect to At par with the industry standards in which the Company

industry operates.(7) Pecuniary relationship directly or indirectly with the No relationalship with any promoter, directors or managerial

company, or relationship with the managerial personnel.personnel, if any

III Other information

(1) Reasons of loss or inadequate profits Due to unfavorable market conditions, the company could notachieve high levels of profits.

(2) Steps taken or proposed to be taken for improvement The Company hopes increase in revenue and profit margins inand expected increase in productivity and profits in coming years with the signing of new partnerships andmeasurable terms introduction of new range of products.


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Life Style Division also introduced F5 “Male and FemaleDeodorant Body Spray”. It comes in 3 variants for Male viz. Ctrl,Enter and Insert and 3 variants for Female viz. Shift, Home andEsc.

Life Style Division also extended the portfolio of Coty by launchingLondon Variant and planning to launch Berlin and VIP in the IndianMarket. This will strengthen the brands presence and help JLMin growth.

Moreover, JLM also successfully launched Bigen Men’s Speedyand Bigen Men’s Beard which received a good response fromthe market. The coming year Hoyu has plans to invest in brandbuilding which will ensure growth for the brand as well as JLM.

Zero Gravity which was extended into personal care and groomingproducts last year was revamped this year and has been launchedin a new Avatar. It has got a positive review from the market andgot good response from Modern Trade outlets.

JLM's Own Brand Division has focused on developing Baby rangeproducts especially catering in the age group of 0-3 years. It hasre-grouped into 3 sub-categories viz.:

1. BABY NEEDS: Regular Feeder, Designer Feeder, MiniFeeder, Spoon Feeder, Royal Feeder, Wide Mouth Feederand Softie Teats Range.

2. MASTI TIME: Cool Buddy, Tooth Buddy, Poochie Cup,Sippe Cup, Softie Sippie Cup, Soft Touch Powder Puff andBaby on Board.

3. HEALTH AND HYGIENE: Sparkle Feeder, Nipple CleaningBrush, Comb, Baby Soap and Soothing Talc.

During the year the sales of EMOFORM – the toothpaste forsensitive teeth and gum care recorded a good growth. Thisdivision has further extended to cater the need of dentistrequirement by introducing own brands which includes Dentalconsumables and an innovative tooth whitening pen “MorisonHappy Smile”. Dentists have accepted this product with openarms and have appreciated the positive contribution for dentistsby introducing such innovative products.

Public Deposits

During the year ended 31st March, 2012, the Company has notaccepted or renewed any public deposits within the meaning ofsection 58 A and 58 AA of the Companies Act, 1956 and rulesframed there under.

Cost Audit

The Company has made an application to the CentralGovernment for seeking exemption from appointment of costauditor for the financial years 2009-10, 2010-11 and 2011-12 andsame has been approved by the the Central Government.

DIRECTORS’ REPORTToThe MembersJ. L. Morison (India) Limited

Your Directors’ have great pleasure in presenting the 77th AnnualReport and Statement of Accounts of the Company for thefinancial year ended on 31st March, 2012.

Financial highlights (� in Lacs)

Sr. No. Particulars 2011-12 2010-11

1 Total Revenue (Net) 10,741.67 10,149.43

2 Profit before finance cost,depreciation and amortisationexpenses & tax 235.21 241.71

3 Finance cost 121.59 150.16

4 Depreciation and amortisationexpenses 83.70 83.31

5 Profit before exceptional itemsand tax 29.92 8.24

6 Provision for Tax 20.27 7.41

7 Profit after Tax 9.65 0.83

8 Balance of profit as per lastBalance Sheet 40.26 55.29

9 Proposed dividend 13.65 13.65

10 Dividend Tax 2.21 2.21

11 Transfer to General Reserve - -

12 Transfer to Statement ofProfit and Loss 34.05 40.26

Dividend

Considering the financial position of the Company, your Directorsrecommend a dividend of � 1/- (10%) per share (Previous year –� 1/- (10%) per share).

Performance

The year under review, was a year of consolidation and growthfor the Company. The strategy adopted last year of differentdivision focused on different set of consumer’s need, has paiddividend and with clear focus on the expanded portfolio hasproved to be a good exercise which resulted into increase inturnover growth as compared to previous year’s level.

The Company has forayed in developing own brands for a longterm sustenance and growth. The Company introduced airfresheners, under its Life Style Division with the brand nameSeasons which comes in five fragrances viz. Sandalwood, Lime,Jasmine, Lavender and Rose. The initial market response isencouraging for this brand.


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Particulars of Conservation of Energy, TechnologyAbsorption and Foreign Exchange Earnings and Outgo

In view of the nature of business activities currently being carriedout by the Company, your Directors have nothing to report asrequired under the Companies (Disclosure of Particulars in theReport of Board of Directors) Rules, 1988 with respect toConservation of Energy and Technology Absorption.

During the Financial year 2011-12, total foreign exchange usedand earned was � 4322.66 Lacs (previous year � 4,547.17 Lacs)and � nil (previous year � 163.20 Lacs) respectively.

Particulars of Employees

During the year under review, there were no employees in respectof whom information under section 217(2A) of the CompaniesAct, 1956 is required to be given in the Directors’ Report.

Directors

Mr. Sanjay Kothari was appointed as an Additional Director ofthe Company by the Board w.e.f. 5th August, 2011 and pursuantto the provisions of Section 260 of the Companies Act, 1956holds office upto the date of ensuing Annual General Meeting ofthe Company. The Company has received a notice under section257 of the Companies Act, 1956 in writing alongwith necessarydeposit, proposing his candidature for the office of Director ofthe Company.

Mr. Raghu Mody and Mr. Shamsunder Aggarwal, Directors ofthe Company retire by rotation and being eligible, offer themselvesfor re-appointment.

Your Directors recommend the appointment of Mr. Sanjay Kothariand reappointment of Mr. Raghu Mody and Mr. ShamsunderAggarwal as Directors of the Company at the ensuing AnnualGeneral Meeting of the Company.

Auditors

M/s. Haribhakti & Co., Chartered Accountants, Mumbai, theStatutory Auditors of your Company hold office as such upto theconclusion of the ensuing Annual General Meeting and beingeligible, offer themselves for re-appointment. They have alsoconfirmed that their re-appointment, if made, will be in accordancewith the provision of section 224 (1B) of the Companies Act, 1956.

Your Directors recommend the re-appointment of M/s. Haribhakti& Co., Chartered Accountants, as Statutory Auditors of theCompany to hold office as such from the conclusion of ensuingAnnual General Meeting till the conclusion of next Annual GeneralMeeting and to audit financial accounts of the Company for thefinancial year 2012 - 13.

Stock Exchanges

The Company’s shares are listed at BSE Limited, The CalcuttaStock Exchange Association Limited and the Bangalore StockExchange and the Annual Listing Fees for the year 2012 - 13has been paid to all the stock exchanges.

Secretarial Compliance Certificate

As required under the provisions of section 383A of theCompanies Act, 1956, Secretarial Compliance Certificatereceived from M/s. Manish Ghia & Associates, PracticingCompany Secretaries, Mumbai for the financial year 2011-12 isannexed herewith and forms part of this Annual Report.

Corporate Governance

As required under Clause 49 of the Listing Agreement enteredinto with various stock exchanges, Management Discussion &Analysis Report and Corporate Governance Report are annexedherewith and form part of this Report.

Directors’ Responsibility Statement

In accordance with the provisions of section 217(2AA) of theCompanies Act, 1956 and on the basis of the information placedon record, the Directors of the Company would like to state that:

I. the applicable accounting standards have been followedand whenever required, proper explanations relating tomaterial departures have been given;

II. the directors have selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company asat 31st March, 2012 and of the Profit of the Company forthe year ended on that date;

III. proper and sufficient care has been taken for themaintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assetsof the Company and for preventing and detecting fraud andother irregularities;

IV. the Accounts have been prepared on a going concern basis.

Acknowledgement

Your Directors acknowledge the support given by theShareholders, Bankers, Trade Partners and Employees and lookforward for their continued support.

For and on behalf of the Board of Directors

Place : Mumbai Raghu ModyDate : 18th May, 2012 Chairman


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Form[See Rule 3]

Compliance Certificate

Authorised Share Capital : � 3,00,00,000/-

Company Registration No. : L51109WB1934PLC088167

To,The Members,J. L. Morison (India) Limited20, Rasoi Court,Sir R. N. Mukherjee Road,Kolkata – 700 001

We have examined the registers, records, books and papers ofM/s. J. L. Morison (India) Limited (the Company) as requiredto be maintained under the Companies Act, 1956 (the Act) andthe rules made there under and also the provisions contained inthe Memorandum and Articles of Association of the Company forthe financial year ended on 31st March, 2012 (financial year).In our opinion and according to the examination carried out byus and explanations furnished to us by the Company, its officersand agents, and to the best of our knowledge and belief, wecertify that in respect of the aforesaid financial year:

1. The Company has kept and maintained the registers asstated in Annexure ‘A’ to this certificate as per theprovisions of the Companies Act, 1956 and the rules madethereunder and entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as statedin Annexure ‘B’ to this certificate with the Registrar ofCompanies, West Bengal, Kolkata under the Act and rulesmade there under. The Company was not required to fileany documents and returns with the Regional Director orCompany Law Board or Central Government or any otherauthorities during the financial year.

3. The Company being a Public Limited Company, therestrictive provisions of Section 3(1)(iii) of the Act are notapplicable. As on 31st March, 2012, the paid up capital ofthe Company was � 1,36,50,340/- (Rupees One Crore ThirtySix Lacs Fifty Thousand Three Hundred Forty Only).

4. The Board of Directors duly met 6 (six) times on 25th May,2011, 5th August, 2011, 10th August, 2011, 8th November,2011, 10th Feburary, 2012 and 31st March, 2012 and as perinformation and explanation given by the management,proper notices were given and the proceedings wereproperly recorded in the Minutes Book maintained for thepurpose. No circular resolution was passed by the Companyduring the financial year.

5. The Company closed its Register of Members from1st August, 2011 to 5th August, 2011 (both days inclusive)and necessary compliance of Section 154 of the Act hasbeen made.

6. The Annual General Meeting for the financial year endedon 31st March, 2011 was held on 5th August, 2011 and as

per information and explanation given by the management,the Company has given adequate notice to the membersof the Company and the resolutions passed thereat wereduly recorded and signed in the Minutes Book maintainedfor that purpose.

7. No Extra - Ordinary General Meeting was held during thefinancial year.

8. The Company has not advanced any loans to its directorsor persons or firms or companies referred to under Section295 of the Act.

9. The Company has not entered into any contracts fallingwithin the purview of Section 297 of the Act.

10. The Company has made necessary entries in the registermaintained under Section 301 of the Act.

11. The Company has appointed Mrs. Sakshi Mody, a relativeof Directors of the Company as General Manager -Corporate w.e.f. 1st April, 2012 after taking approval of theBoard of Directors and approval of the shareholders will besought in the ensuing Annual General Meeting of theCompany as required under Section 314 of the CompaniesAct, 1956. The Company was not required to take anyapproval from the Central Government.

12. The duly constituted Committee has approved the issue ofduplicate share certificates.

13. The Company :

(i) has delivered all the share certificates on lodgementthereof for transfer / transmission or for any otherpurpose in accordance with the provisions of the Act;

(ii) has deposited the amount of dividend declared at theAnnual General Meeting held on 5th August, 2011 intoa separate Bank account on 10th August, 2011, whichwas within five days from the date of declaration ofsuch dividend;

(iii) has posted warrants / given credit through NECS fordividend to all members within a period of 30 (thirty)days from the date of declaration and that allunclaimed / unpaid dividend has been transferred toUn-paid Dividend Account of the Company held withKotak Mahindra Bank Limited, Mumbai;

(iv) pursuant to the provisions of section 205C of theCompanies Act, 1956, unclaimed dividend for thefinancial year ended on 31st March, 2004, whichremained unclaimed or unpaid for a period of sevenyears has been transferred to Investor Education andProtection Fund;

(v) has duly complied with the requirements of section217 of the Act.

14. The Board of Directors of the Company is duly constituted.The appointment of Mr. Sanjay Kothari as an additional directorand re-appointment of directors retiring by rotation was dulymade. There was no appointment of alternate director ordirectors to fill casual vacancy during the financial year.


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15. The appointment of Mr. Sohan Sarda as the Manager ofthe Company w.e.f. 1st April, 2012 was made in compliancewith the provisions of section 269 read with Schedule XIIIof the Companies Act, 1956.

16. The Company has not appointed any sole selling agentduring the financial year.

17. The Company was not required to obtain any approvalsfrom Central Government, Company Law Board, RegionalDirector, Registrar and / or such authorities prescribed underthe various provisions of the Act during the financial year.

18. The Directors have disclosed their interest in other firms /Companies to the Board of Directors pursuant to theprovisions of the Act and the rules made thereunder.

19. The Company has not issued shares / debentures / othersecurities during the financial year.

20. The Company has not bought back any shares during thefinancial year.

21. There was no redemption of preference shares ordebentures during the financial year.

22. There were no transactions necessitating the Company tokeep in abeyance the rights to dividend, rights shares andbonus shares pending registration of transfer of shares.

23. The Company has not invited / accepted any depositsincluding any unsecured loans during the financial yearwhich is falling within the purview of Section 58A read withthe Companies (Acceptance of Deposit) Rules, 1975 / theapplicable directions issued by the Reserve Bank of India /any other authorities.

24. The amount borrowed by the Company during the financialyear under review was within the limits prescribed underSection 293(1)(d) of the Act.

25. The Company has made loans and advances to otherbodies corporate in compliance with the provisions of theAct and has made necessary entries in the register keptfor that purpose.

26. The Company has not altered the provisions of theMemorandum with respect to situation of its registered officeduring the financial year.

27. The Company has not altered the provisions of theMemorandum with respect to its objects during the financialyear.

28. The Company has not altered the provisions of theMemorandum with respect to its name during the financialyear.

29. The Company has not altered the provisions of theMemorandum with respect to its share capital during thefinancial year.

30. The Company has altered its Articles of Association afterobtaining approval of members in the Annual GeneralMeeting held on 5th August, 2011 and the amendments tothe Articles of Association have been duly filed with theRegistrar of Companies and has complied with theprovisions of the Act.

31. There were no prosecution initiated against or show causenotices received by the Company and no fines or penaltiesor any other punishment was imposed on the Companyduring the financial year, for offences under the Act.

32. The Company has not received any money as security fromits employees during the financial year.

33. The Company has deposited both employees’ andemployer’s contribution to Provident Fund with prescribedauthorities pursuant to Section 418 of the Companies Act.

For Manish Ghia & AssociatesCompany Secretaries

Manish L. GhiaPartner

M. No. FCS 6252 C. P. No.3531

Place : MumbaiDate : 18th May, 2012

ANNEXURE “A”

Registers maintained by M/s. J. L. Morison (India) Limited

1) Register of Members under Section 150 of the CompaniesAct, 1956.

2) Index of Members under Section 151 of the CompaniesAct, 1956.

3) Register of Share Transfers / Transmission.

4) Register and Returns under section 163 of the CompaniesAct, 1956 (including copies of all annual returns preparedunder Section 159 & Section 160 of the Companies Act,1956)

5) Register of Directors under section 303 of the CompaniesAct, 1956.

6) Register of Contracts and Disclosure of Directors’ Interestunder section 301 of the Companies Act, 1956.

7) Register of Directors’ shareholdings under section 307 ofthe Companies Act, 1956.

8) Minutes Book of the Meetings of Board of Directors,Committees of the Board and General Meetings undersection 193 of the Companies Act, 1956.

9) Register of Shareholders’ / Proxys’ Attendance.

10) Register of Renewal, Split, Consolidation and DuplicateShare Certificates.

11) Register of Charges under section 143 of the CompaniesAct, 1956.

12) Register of Investments under section 372A of theCompanies Act, 1956.

13) Books of accounts under section 209 of the CompaniesAct, 1956.


11

ANNEXURE “B”

Forms, returns and applications filed by J. L. Morison (India) Limited during the financial year ended on 31st March, 2012:

A) With the Registrar of Companies, West Bengal, Kolkata:

Sr. Form Relevant Description Date of filing Whether filed If delay in filingNo. No. Section / within whether

Rule prescribed requisitetime additional fee

Yes/No paidYes / No / N.A.

1. 66 383A Compliance Certificate under Section 383A 18th August, 2011 Yes N.A.of the Companies Act, 1956 for the yearended on 31st March, 2011.

2. 23AC 220 Schedule – VI ( Annual Accounts ) for the 1st December, 2011 Yes N.A.XBRL& financial year ended 31st March, 2011.23ACAXBRL

3. 32 303(2) Particulars of appointment of Mr. Sanjay 18th August, 2011 Yes N.A.Kothari as an Additional Director of theCompany w.e.f. 5th August, 2011.

4. 23 192 Particulars of Special Resolution passed 3rd September, 2011 Yes N.A.at the Annual General Meeting of theCompany, held on 5th August, 2011 forAlteration of Articles of Association of theCompany.

5. 20B 159 Schedule – V ( Annual Return ) as on the 30th September, 2011 Yes N.A.date of Annual General Meeting i.e. 5th

August, 2011.

6. 23AA 209(1) Notice to RoC of the particulars of address 14th February, 2012 Yes N.A.at which books of accounts are maintainedby the Company w.e.f. 10th February, 2012.

B) With the Office of the Regional Director, Western Region Bench at Kolkata: Nil

C) With the Office of the Central Government at New Delhi: Nil

D) With any other Authorities as prescribed under the Act : Nil


12

REPORT ON CORPORATE GOVERNANCE1. COMPANY’S PHILOSOPHY ON CODE OF CONDUCT

The Company is committed to benchmarking itself with the best in all areas including Corporate Governance. The Company’sphilosophy of Corporate Governance is aimed at strengthening the confidence among shareholders, customers, employeesand ensuring a long term relationship of trust by maintaining transparency and disclosures. The Company believes in maintaininghighest standards of quality and ethical conduct in all the activities.

2. BOARD OF DIRECTORS

a) Composition

The Board of Directors provides strategic direction and thrust to the operations of the Company. As on 31st March, 2012,the Board of Directors comprised of total six Directors, out of which four are Independent Directors and two are Non-Executive Non Independent Directors. The Company complies with the norms prescribed under Clause 49 of the ListingAgreement for constitution of Board of Directors.

None of the Independent Directors has any other material pecuniary relationship or transaction with the Company, itsPromoters, its Directors, its senior management, which would affect their independence.

Further, none of the Directors on the Board is a member of more than 10 Committees and Chairman in more than 5Committees, across all companies in which they are director.

b) Board Procedure

The agenda is prepared in consultation with the Chairman of the Board and the Chairman of the other committees. Theagenda for the meetings of the board and its committees, together with the appropriate supporting documents, arecirculated well in advance of the meeting.

Matters discussed at Board meeting generally relates to Company’s performance, quarterly results of the Company,review of the reports of the Internal Auditors, Audit Committee and compliances with their recommendations, suggestions,non compliance of any regulatory, statutory or listing requirements etc.

c) Attendance at the Board Meetings and the last Annual General Meeting

The Board Meeting dates are decided well in advance and communicated to Directors to enable them to plan for theirschedule in order to attend the meetings.

During the year under review, the Board of Directors met 6 (six) times viz. 25th May, 2011, 5th August, 2011, 10th August,2011, 8th November, 2011, 10th February, 2012 and 31st March, 2012.

The details of composition and category of Directors, their attendance at each Board meeting held during the financialyear 2011-12 and at the last Annual General Meeting, their directorships in other companies and membership /chairmanship in committees are as follows:

Name Category Attendance at Board Directorship Membership / AttendanceMeetings in other Chairmanship of at A.G.M.

Public Limited Committees held on 5th

Companies (including Company) August, 2011

Held Attended Chairman Member

Mr. Raghu Mody Non-Executive & 6 3 4 - 3 YesNon Independent

Mr. Varunn Mody Non-Executive & 6 5 1 - - NoNon Independent

Lt. Gen. (Retd.) Independent 6 5 1 2 2 YesK. S. Brar

Mr. Atul Tandan Independent 6 6 2 - 3 Yes

Mr. Shamsunder Independent 6 4 1 - 1 YesAggarwal

Mr. Sanjay Kothari* Independent 4 4 5 1 1 N.A.

*Appointed as an Additional Director w.e.f. 5th August, 2011.1. The directorship held by directors as mentioned above do not include Alternate Directorships and Directorships in

Foreign Companies, section 25 Companies and Private Companies.2. Membership/Chairmanship of only the Audit Committee and Share Transfer and Investor Grievance Committee of

all public Limited Companies have been considered.


13

3. AUDIT COMMITTEEAs on 31st March, 2012, the Committee comprised of three independent Directors having financial background and knowledgein the business of the Company.The Audit Committee met four times viz. 25th May, 2011, 10th August, 2011, 8th November, 2011 and 10th February, 2012 duringthe year under review and the number of meetings attended by each member during the year ended 31st March, 2012 is asfollows:Name of the member Designation No. of Meetings

Held AttendedMr. Sanjay Kothari (w.e.f. 5th August, 2011) Chairman 3 3Lt. Gen. (Retd.) K. S. Brar Member 4 4Mr. Atul Tandan (Chairman upto 5th August, 2011) Member 4 4Mr. Raghu Mody (upto 5th August, 2011) Member 1 1

Mr. Sohan Sarda, General Manager – Finance & Compliance Officer (Manager under Companies Act, 1956) of the Companyacts as Secretary to the Committee.The terms of reference of this Committee are wide. Besides having access to all the required information from within theCompany, the Committee acts as a link between the Statutory and Internal Auditors and the Board of Directors of the Company.The brief description of terms of reference are as follows:• Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the

financial statement is correct, sufficient and credible.• Reviewing with management, the annual financial statements before submission to the Board for approval with particular

reference to:� Matters required to be included in the Directors’ Responsibility Statement are included in the Directors’ Report in

terms of clause (2AA) of Section 217 of the Companies Act, 1956.� Changes, if any, in accounting policies and practices and reasons for the same.� Major accounting entries involving estimates based on the exercise of judgment by the management.� Significant adjustments made in the financial statements arising out of audit findings.� Compliance with listing and other legal requirements relating to financial statements.� Disclosure of related party transactions.� Qualifications in draft audit report.

• Review with management quarterly financial statements before submission to the Board for approval.• Recommending the appointment/removal of statutory auditors, fixation of audit fees and also approval of payments for

any other services.• Reviewing with management, Statutory and Internal Auditor’s adequacy of the internal control systems.• Discussing with internal and statutory auditors of any significant findings and follow-up thereon and reviewing the reports

furnished by them.• Reviewing the Company’s financial and risk management policies.• Compliance with the Stock Exchanges and legal requirements concerning financial statements.• Carrying out such other function as may be specifically referred to the Committee by the Board of Directors and/ or other

Committees of Directors of the Company.

4. REMUNERATION COMMITTEEThe broad terms of reference of the remuneration committee are to recommend the Company’s policy on remunerationpackages for the Managing Director / Executive Directors, reviewing the structures, design and implementation of remunerationpolicy in respect of key management personnel.During the financial year 2011-12, the Remuneration Committee met once on 31st March, 2012.The Remuneration Committee comprises of Lt. Gen. (Retd.) K. S. Brar, Mr. Atul Tandan, Mr. Shamsunder Aggarwal. Lt. Gen.(Retd.) K. S. Brar is the Chairman of the Committee.The details of attendance of members in Remuneration Committee meeting are as follows:Name of the member Designation No. of Meetings

Held AttendedLt. Gen. (Retd.) K. S. Brar Chairman 1 -Mr. Atul Tandan Member 1 1Mr. Shamsunder Aggarwal Member 1 1


14

Mr. Sohan Sarda, General Manager – Finance & Compliance Officer (Manager under Companies Act, 1956) of the Companyacts as secretary to the Committee. Only sitting fees is paid to the Non - Executive Directors.

Details of remuneration paid to Directors during the year ended 31st March, 2012 and share held by them on that date are as follows.

Name of Director Salary Perquisites or Contribution to PF Stock Sitting fees No. of shares� Allowances � & others � option � � held

Mr. Raghu Mody Nil Nil Nil Nil 22,000 250Lt. Gen. (Retd.) K. S. Brar Nil Nil Nil Nil 57,000 NilMr. Atul Tandan Nil Nil Nil Nil 63,000 100Mr. Varunn Mody Nil Nil Nil Nil 25,000 135Mr. Shamsunder Aggarwal Nil Nil Nil Nil 21,000 NilMr. Sanjay Kothari Nil Nil Nil Nil 35,000 Nil

INVESTORS’ GRIEVANCE CUM SHARE TRANSFER COMMITTEE

The Investors’ Grievance cum Share Transfer Committee met four times viz. 25th May, 2011, 10th August, 2011, 8th November, 2011and 10th February, 2012 during the year under review. The composition of the Investors’ Grievance cum Share Transfer Committeeas on 31st March, 2012 and the number of meetings attended by each member during the year ended on that date is as follows:

Name of the Member Designation No. of MeetingsHeld Attended

Lt. Gen. (Retd.) K. S. Brar Chairman 4 4Mr. Atul Tandan Member 4 4Mr. Raghu Mody Member 4 2

Mr. Sohan Sarda, General Manager– Finance & Compliance Officer (Manager under Companies Act, 1956) of the Companyacts as secretary to the Committee.

The Committee meets as and when required to deal with the matters relating to monitoring and redressal of complaints fromshareholders relating to transfer, non - receipt of Annual Report, etc.

The Committee is also empowered to consider and approve the physical transfers, transmissions, transposition, issue ofduplicate certificates, consolidation / split / renewal of share certificates etc.

Mr. Sohan Sarda, General Manager – Finance & Compliance Officer (Manager under Companies Act, 1956) of the Companyacts as secretary to the Committee.

Status of the Investors’ complaints / service requests:

At the beginning of the year Received during the year Resolved during the year Pending0 108 108 0

Name and Designation of Compliance Officer

Mr. Sohan Sarda, General Manager – Finance (Manager under Companies Act, 1956) is the Compliance Officer of the Company.

GENERAL BODY MEETINGS

The details of last three Annual General Meetings are given below :

Financial Year Date of AGM Time Location of the meeting2008 – 2009 15th September, 2009 11.30 A.M. Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 0172009 – 2010 9th September, 2010 11.30 A.M. Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 0172010 – 2011 5th August, 2011 12.00 Noon Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017

Details of Special Resolutions passed in last three Annual General Meetings:

AGM held on 15th September, 2009: For approval of appointment and remuneration of Mr. Varunn Mody as an ExecutiveDirector of the Company.

AGM held on 9thSeptember, 2010: No special resolution passed.

AGM held on 5th August, 2011: For alteration of Articles of Association of the Company.

No special resolution was passed through Postal Ballot during the financial year 2011-12. None of the business proposed tobe transacted in the ensuing Annual General Meeting require passing a special resolution through Postal Ballot.


15

DISCLOSURES

a) Related party transactions

Related party transactions are defined as transactions of the Company of material nature had with promoters, directorsor with their relatives etc.

The transactions with the related parties, as per the requirements of the Accounting Standard 18, are disclosed in Noteson Accounts, forming part of the Annual Report.

None of the transactions with any of the related parties were in conflict with the interest of the Company.

b) Compliance by the Company

The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on allmatters relating to capital market during the last three years. No penalties or strictures have been imposed on theCompany by the Stock Exchanges, SEBI or other statutory Authorities.

Though there is no formal Whistle-Blower Policy, the Company takes cognizance of complaints made and suggestionsgiven by the employees and others. Even anonymous complaints are looked into and whenever necessary, suitablecorrective steps are taken. None of the employees were denied to access the Audit Committee.

The Company has laid down a Code of Conduct for the Directors, Senior Management Personnel and Employees of theCompany. The code has been posted on the website of the Company. A declaration to the effect that the Directors,Senior Management Personnel and Employees have adhered to the same, signed by the Mr. Varunn Mody, Director ofthe Company forms part of this Annual Report, which along with the certificate from Auditors of the Company on complianceof clause 49 of the Listing Agreement by the Company is annexed to this Annual Report.

c) Disclosure of Accounting treatment

In the preparation of the financial statement, the Company has followed accounting standards issued by Institute of theChartered Accountants of India to the extent applicable.

d) Disclosure of Risk management

The Company has initiated the risk assessment and minimization procedure.

e) CEO / CFO Certification

A certificate from Mr. Varunn Mody, Director and Mr. Sohan Sarda, General Manager-Finance and Manager under CompaniesAct, 1956 on the financial statements of the Company for year ended 31st March, 2012 was placed before the Board.

f) Review of Directors’ Responsibility Statement

The Board in its report has confirmed that the annual accounts for the year ended 31st March, 2012 have been preparedas per applicable Accounting Standards and policies and that sufficient care has been taken for maintaining adequateaccounting records.

MEANS OF COMMUNICATION

The Company’s quarterly / half yearly results are published in news papers viz. Financial Express(English) and Aajkal(Bengali).Half yearly reports are not being sent to each household of shareholders. These results are displayed on the Company’swebsite: www.jlmorison.in under investor section. Presentations made to Analysts are also displayed on the website of theCompany.

Management Discussion and Analysis is a part of this Annual Report.

GENERAL INFORMATION FOR SHAREHOLDERS

Date, time and venue of ensuing Annual General Meeting Date : 13th September, 2012

Time : 11.00 a.m.

Venue : Kala Kunj, 48, Shakespeare Sarani, Kolkata – 700 017

Financial Calendar(2012 – 13) i) First Quarterly Results - by 14th August, 2012

ii) Second Quarterly Results - by 14th November, 2012

iii) Third Quarterly Results - by 14th February, 2013

iv) Fourth Quarterly / Yearly Results - by 30th May, 2013

Date of Book Closure 10th September, 2012 to 13th September, 2012 (both days inclusive)

Dividend payment date Credit/dispatch between 21st September, 2012 and 25th September, 2012

Listing on Stock Exchanges 1. BSE Limited, P. J. Towers, Dalal Street, Fort, Mumbai – 400 001

2. The Calcutta Stock Exchange Association Limited, 7, Lyons Range, Kolkata – 700 001

3. Bangalore Stock Exchange Limited, Stock Exchange Towers, No. 51, 1st Cross,J. C. Road, Bangalore – 560 027


16

Stock Code BSE – 506522ISIN for NSDL & CDSL INE430D01015

Stock Market Price Data The monthly high and low quotations of shares traded on the BSE Limited, Mumbaiduring each month in financial year 2011-12 are as follows:

Volume Price of shares of the BSE Sensex (Points)(No. of Shares) Company at BSE (�)

Month High Low High Low

April - 2011 6420 325.00 266.00 19,811.14 18,976.19

May - 2011 8101 332.00 280.00 19,253.87 17,786.13

June - 2011 18421 348.95 302.15 18,873.39 17,314.38

July - 2011 3865 352.00 322.00 19,131.70 18,131.86

August - 2011 26260 363.00 330.10 18,440.07 15,765.53

September - 2011 39931 372.00 340.00 17,211.80 15,801.01

October - 2011 4878 364.85 345.00 17,908.13 15,745.43

November - 2011 5671 365.00 345.00 17,702.26 15,478.69

December - 2011 3115 358.25 335.00 17,003.71 15,135.86

January - 2012 9334 369.00 335.05 17,258.97 15,358.02

February - 2012 12776 397.95 353.20 18,523.78 17,061.55

March - 2012 11667 392.95 350.00 18,040.69 16,920.61

Share Transfer System

All shares sent or transferred in physical form are registered by the Registrar and Share Transfer Agents within 30 days of thelodgment, if documents are found in order. Shares under objection are returned within two weeks. All requests fordematerialization of shares processed and the confirmation is given to the respective depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within 15 days.

0

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JLM


17

Category wise distribution of Equity shareholding as at 31st March, 2012

Category Number of Percentage ofshares held Shareholding (%)

(A) Shareholding of Promoter and Promoter Group

(1) Indian

(a) Individuals/ Hindu Undivided Family 385 0.03

(b) Central Government/ State Government(s) - -

(c) Bodies Corporate 933224 68.37

(d) Financial Institutions/ Banks - -

(e) Trust 25200 1.85

Sub-Total (A)(1) 958809 70.24

(2) Foreign

(a) Individuals (Non-Resident Individuals/ Foreign Individuals) - -

(b) Bodies Corporate - -

(c) Institutions - -

(d) Any other (specify) - -

Sub-Total (A)(2) - -

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 958809 70.24

(B) Public shareholding

(1) Institutions

(a) Mutual Funds/ UTI - -

(b) Financial Institutions/ Banks - -

(c) Central Government/ State Government(s) - -

(d) Venture Capital Funds - -

(e) Insurance Companies - -

(f) Foreign Institutional Investors - -

(g) Foreign Venture Capital Investors - -

(h) Any other (specify) - -

Sub-Total (B)(1) - -

(2) Non-institutions

(a) Bodies Corporate 101258 7.42

(b) Individuals -

i. Individual shareholders holding nominal share capital up to ��1 lac. 217374 15.92

ii. Individual shareholders holding nominal share capital in excess 85952 6.30of ��1 lac.

(c) Non Resident Indians 1641 0.12

(d) Foreign Corporate Bodies - -

Sub-Total (B)(2) 406225 29.76

Total Public Shareholding (B)= (B)(1) +(B)(2) 406225 29.76

TOTAL (A)+(B) 1365034 100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued - -

GRAND TOTAL (A)+(B)+(C) 1365034 100.00


18

Distribution of shareholding as at 31st March, 2012

Category Number of % of total number Total number of % of Total numbershareholders of shareholders shares of shares

1 to 500 3831 97.76 163950 12.00

501 to 1000 44 1.12 33092 2.42

1001 to 5000 22 0.56 35811 2.63

5001 to 10000 4 0.10 27402 2.01

10001 & above 18 0.46 1104779 80.94

Total 3919 100.00 1365034 100.00

Dematerialization of shares and liquidity

About 95.62% shares have been dematerialized as on 31st March, 2012. The Equity Shares of the Company are traded on BSELimited, The Calcutta Stock Exchange Association Limited and Bangalore Stock Exchange Limited.

The Company has paid the Listing fees for the year 2012-13 to all the stock exchanges on which its shares are listed.

Outstanding ADRs, GDRs, Warrants or any convertible instruments, conversion date and impact on Equity

Your Company has not issued any ADRs, GDRs, Warrants or any convertible instruments during the financial year ended 31st

March, 2012.

Registrar and Share Transfer Agents

Datamatics Financial Services Ltd.

Plot No.B-5,Part B, Cross Lane,MIDC, Marol, Andheri (East),Mumbai – 400 093.Phone : (022) 6671 2151Fax : (022) 6671 2161e-mail : [email protected]

Address for Investors’ Correspondence

For any assistance regarding dematerialization of shares, share transfers, transmissions, change of address, non-receipt of dividendor any address, non-receipt of dividend or any other query relating to shares, please write to:

J. L. Morison (India) Limited Datamatics Financial Services Ltd.

‘Crystal’, 79, Dr. Annie Besant Road, Plot No. B-5, Part B, Cross Lane,Worli, Mumbai – 400 018 MIDC, Marol, Andheri (East),Phone : (022) 24975031 – 35 Mumbai – 400 093.Fax : (022) 24950317 Phone : (022) 6671 2151e-mail : [email protected] Fax : (022) 6671 2161

[email protected] e-mail : [email protected]


19

DECLARATIONIt is hereby declared that all the Board Members, Senior Management Personnel and Employees of the Company have affirmedadherence to and compliance with the Code of Conduct laid down by the Company during the year ended 31st March, 2012.

For J. L. Morison (India) Limited

Varunn ModyDirector


CERTIFICATE BY THE AUDITORS ON CORPORATE GOVERNANCE

To the members of

J. L. MORISON (INDIA) LIMITED

We have examined the compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreemententered into by the Company with the Stock Exchanges of India for the financial year ended on 31st March, 2012.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limitedto review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions ofthe Corporate Governance. It is neither an audit nor an expression of an opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the representations made by themanagement we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 ofthe Listing Agreement of the Stock Exchanges of India.

We further state that such compliance is neither an assurance as to the future viability of the Company nor to the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

For Haribhakti & Co.Chartered Accountants

Firm Registration Number :103523W

Sumant SakhardandePartner

Membership No. 034828



20

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Overall Review

Indian FMCG SectorFast Moving Consumer Goods (FMCG) are popularly namedas consumer packaged goods. In this category include allconsumables (other than groceries/pulses) people buy at regularintervals. The most common in the list are toilet soaps, detergents,shampoos, toothpaste, shaving products, shoe polish, packagedfoodstuff and household accessories and extends to certainelectronic goods. These items are meant for daily frequentconsumption.Input cost inflation, persistent rise in raw material price, rising fuelcosts, fluctuation in the currency, dipping industrial growth, slowingglobal economy together with an overall moderating consumersentiment might lead to a slow volume growth of FMCG segmentin 2012. Irrespective of all these, FMCG is one sector which willwitness growth for the year. FMCG companies are showing signsof consolidation and might not be able to sustain the strong volumeand sales growth momentum in the next two to three quarters.Weakening rupee against the dollar and inflation are the primaryreason that might hamper the growth of FMCG in the years ahead.Government notification on revised norms for packaging of FMCGproducts will propel the companies to increase their prices due tohigh raw material costs eating into their already stressed profitmargins. Many industry experts are saying that the consumptionpattern will moderate as price sensitive Indian consumers willtighten their budget and keep a close watch on their expensesand might even switch over to cheaper variants, regional or localbrands to save money.

Analysis of FMCG SectorStrengths1. Low operational costs2. Presence of established distribution networks in both urban

and rural areas3. Presence of well-known brands in FMCG sectorWeaknesses1. Lower scope of investing in technology and achieving

economies of scale, especially in small sectors2. Low exports level3. Counterfeit Products. These products narrow the scope of

FMCG products in rural and semi-urban market. Opportunities1. Untapped rural market2. Rising income levels, i.e. increase in purchasing power of

consumers3. Large domestic market - a population of over one billion.4. Export potential5. High consumer goods spending Threats1. Removal of import restrictions resulting in replacing of

domestic brands2. Slowdown in rural demand3. Tax and regulatory structureProduct RangeOur Company is engaged in the trading and marketing ofdeodorants, fragrances, toiletry and personal healthcare andgrooming products, low-calorie food substitutes, medicatedtoothpaste, besides the baby care feeding bottles and accessories.We continue to launch new products in own brands and newvariants in international brands.

Business Outlook

The Company continues to invest and build own brands for along term sustenance and growth.

Utilization of the manufacturing facility at Waluj is being constantlyevaluated. At the same time, we are evaluating some more optionsof joining hands with international leading brands.

Risks and Concerns

The Foreign Collaborator / Licensor companies, with whom J. L.Morison (India) Limited is associated, could always be vulnerableto Mergers and Acquisitions by other larger companies as hasbeen the trend in our industry internationally for the last few years.

The various agreements with our Foreign Collaborators keepcoming up for review and renewals. With the fast changingexpectations of our partners we have to keep pace with trying tomatch them. Performance is the key and we have beenconsistently monitoring our progress. The management expectsto continue its present relations with existing partners and developnewer partnerships in the coming year.

Steep fall in rupee against major currencies is a major concernfor JLM as a big chunk of the business comes from importedproducts.

Internal Control Systems and Adequacy

The Company believes that Internal Control is necessary for goodcorporate governance. The Company has effective internal controlsystems under which Management Reports on key performanceindicators and variance analysis are made. ManagementCommittee Meetings are regularly held where these reports andvariance analysis are discussed and action plan initiated withproper follow up. The Internal Audit function also reviews theexecution of all operational units to ensure controls are adequatelyexercised. Operational Reports are tabled at Board Meetings afterbeing discussed in Audit Committee/Executive CommitteeMeetings.

HRD/Industrial Relations

The Company strives to remain as a responsive and market-drivenorganisation, which requires a very good quality of manpowerresources. It lays great emphasis on evaluating the humanresources in a fair manner and rewarding immediately for anyexceptional performance. Retaining young and talented humanresources continues to be a challenge in the present businessenvironment. We try and meet these challenges by bettermentoring, keeping a personalised organization culture, rewardinginstantly unique initiatives. As at 31st March, 2012 the Companyhas a strength of 398 employees.

Company’s Financial Performance and Analysis

The Company’s financial performance and analysis is alreadydiscussed in great detail in the Directors’ Report, which formspart of this Annual Report.

Cautionary Statement

The statement in the Management Discussion and Analysis Reportcannot be construed as holding out any forecasts, projections,expectations, invitations, offers, etc within the meaning ofapplicable securities, laws and regulations. This Report basicallyseeks to furnish information, as laid down within the differentheadings to meet the Listing Agreement requirements.


21

AUDITORS’ REPORTTo The Members of J. L. MORISON (INDIA) LIMITED

1. We have audited the attached Balance Sheet ofJ. L. MORISON (INDIA) LIMITED (‘the Company’) as at31st March, 2012 and also the Statement of Profit and Lossand the Cash Flow statement for the year ended on thatdate annexed thereto. These financial statements are theresponsibility of the Company’s management. Ourresponsibility is to express an opinion on these financialstatements based on our audit.

2. We conducted our audit in accordance with auditingstandards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free of material misstatements. An auditincludes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements. Anaudit also includes assessing the accounting principles usedand significant estimates made by management, as well asevaluating the overall financial statement presentation. Webelieve that our audit provides a reasonable basis for ouropinion.

3. As required by the Companies (Auditors’ Report) Order,2003, as amended by the Companies (Auditors’ Report)(Amendment) Order 2004, issued by the CentralGovernment of India in terms of Section 227(4A) of theCompanies Act, 1956’ of India (‘the Act’) and on the basis ofsuch checks of the books and records as we consideredappropriate and according to the information andexplanations given to us during the course of the audit, weenclose in the Annexure a statement on the matters specifiedin paragraphs 4 and 5 of the said Order.

4. Further to our comments in paragraph 3 above, we reportthat:

i. We have obtained all the information and explanationswhich, to the best of our knowledge and belief, werenecessary for the purpose of our audit;

ii. In our opinion, proper books of account as requiredby law have been kept by the Company, so far as itappears from our examination of those books;

iii. The Balance Sheet, Statement of Profit and Loss andCash Flow Statement dealt with by this report are inagreement with the books of account;

iv. In our opinion, the Balance Sheet, Statement of Profitand Loss and Cash Flow Statement dealt with by thisreport comply with the Accounting Standards referredto in Section 211(3C) of the Companies Act, 1956.

v. On the basis of the written representations received fromthe Directors of the Company, as on31st March, 2012 and taken on record by the Board ofDirectors of the Company, we report that none of theDirector is disqualified as on 31st March, 2012 from beingappointed as a director in terms of clause (g) ofsub-section (1) of section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information andaccording to the explanations given to us, the saidFinancial Statements read together with Notesthereon and attached thereto, give the informationrequired by the Companies Act, 1956 in the mannerso required, give a true and fair view in conformitywith the accounting principles generally accepted inIndia:

a) in the case of Balance Sheet, of the state ofaffairs of the Company as at 31st March, 2012,

b) in the case of Statement of Profit and Loss, ofthe profit of the Company for the year endedon that date and

c) in the case of Cash Flow Statement, of the cashflows of the Company for the year ended onthat date.

For Haribhakti & Co. Chartered Accountants

Firm Registration No. 103523W

Sumant Sakhardande Partner

Membership No.: 034828Place : Mumbai,Dated : 18th May, 2012

ANNEXURE TO AUDITORS’ REPORTReferred to in paragraph 3 of the Auditors’ Report of even dateto the members of J. L. MORISON (INDIA) LIMITED on thefinancial statement for the year ended 31st March, 2012.

(i) (a) The Company has maintained proper recordsshowing full particulars including quantitative detailsand situation of its fixed assets.

(b) All the fixed assets have not been physically verifiedby the management during the year but there is aregular programme of verification which, in ouropinion, is reasonable having regard to the size ofthe Company and the nature of its assets. Asinformed, no material discrepancies were noticed onsuch verification.

(c) In our opinion and according to the information andexplanations given to us, a substantial part of fixedassets has not been disposed of by the Companyduring the year.

(ii) (a) The inventory has been physically verified by themanagement during the year. In our opinion, thefrequency of verification is reasonable.

(b) The procedures of physical verification of inventoryfollowed by the management are reasonable andadequate in relation to the size of the Company andthe nature of its business.

(c) The Company is maintaining proper records of inventoryand no material discrepancies were noticed on physicalverification carried out at the end of the year.


22

(iii) (a) The Company has granted loan to a company coveredin the register maintained under section 301 of theCompanies Act, 1956. The maximum amountinvolved during the year was � 210 lacs and the year-end balance of loans taken from such parties was� Nil.

(b) In our opinion and according to the information andexplanations given to us, the rate of interest and otherterms and conditions for such loans are not, primafacie, prejudicial to the interest of the Company.

(c) The parties have repaid the principal amounts asstipulated and have also been regular in the paymentof interest to the company.

(d) In respect of the said loans and interest thereon, thereare no overdue amounts.

(e) The Company had taken loan from a company coveredin the register maintained under section 301 of theCompanies Act, 1956. The maximum amount involvedduring the year was � 920 lacs and the year-endbalance of loans taken from such parties was � Nil.

(f) In our opinion, the rate of interest and other termsand conditions for such loans are not, prima facie,prejudicial to the interest of the Company.

(g) In respect of the aforesaid loans, the company isregular in repaying the principal amounts as stipulatedand has been regular in payment of interest.

(iv) In our opinion and according to the information andexplanations given to us, there exists an adequate internalcontrol system commensurate with the size of the Companyand the nature of its business with regard to purchase ofinventory, fixed assets and with regard to the sale of goodsand services. During the course of our audit, we have notobserved any continuing failure to correct major weaknessin internal control system of the company.

(v) (a) According to the information and explanations givento us, we are of the opinion that the particulars ofcontracts or arrangements referred to in section 301of the Companies Act, 1956 that need to be enteredinto the register maintained under section 301 havebeen so entered.

(b) In our opinion and according to the information andexplanations given to us, the transactions made inpursuance of such contracts or arrangementsexceeding value of Rupees five lakhs have beenentered into during the financial year at prices whichare reasonable having regard to the prevailing marketprices at the relevant time.

(vi) The Company has not accepted any deposits under theprovisions of Section 58A, 58AA or any other relevantprovisions of the Act and the rules framed there under.

(vii) In our opinion, the Company has an internal audit systemcommensurate with its size and nature of its business.

(viii) We are informed that maintenance of cost records has beenprescribed by the Central Government under clause (d) ofsub section (1) of Section 209 of the Act for the activitieshither to carried on by the Company. Further, as informedto us, the Company has stopped its manufacturing activitysince August 2008 and has applied to the centralgovernment for exemption from maintenance of cost auditrecords and accordingly the company has not maintainedthe cost records.

(ix) (a) The Company is regular in depositing with appropriateauthorities undisputed statutory dues includingprovident fund, investor education and protectionfund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty,cess and other material statutory dues applicable toit and there is no arrears of outstanding statutory duesas at the last day of the financial year for a period ofmore than six months from the date it becamepayable.

(b) According to the records of the Company, the duesoutstanding of income-tax, sales-tax, wealth-tax,service tax, customs duty, excise duty and cess onaccount of any dispute, are as follows:

Under Sales Amount Forum where dispute isTax Act (�) pending

Cuttack 03-04 14,520 Assistant Commissioner ofCommercial taxes, cuttack

Cuttack 04-05 37,128 Assistant Commissioner ofCommercial taxes, Cuttack

Ernakulam 05-06 77,968 Deputy Commissioner ofCommercial taxes

Ernakulam 06-07 17,387 Deputy Commissioner ofCommercial taxes

Ernakulam 07-08 3,03,088 Deputy Commissioner ofCommercial taxes

Kolkata 95-96 53,018 Dy Commissioner ofCommercial Taxes RevisionalBoard, West Bengal

Kolkata 98-99 58,099 Assistant Commissioner ofCommercial Taxes, corporatedivision, West Bengal

Kolkata 03-04 6,52,288 Appellate and RevisionalBoard West Bengal

Kolkata 04-05 55,830 Appellate and RevisionalBoard West Bengal

Ranchi 05-06 28,638 Commissioner of Sales Tax,Ranchi

Ranchi 06-07 56,774 Commissioner of Sales Tax,Ranchi


23

Maharashtra 2,06,507 Joint Commissioner of04-05 sales tax (Appeal) Mumbai

city division, Mumbai

Total (A) 15,61,245

Under Income Amount Forum where dispute is Tax Act (�) pending

Assessment 1,56,55,718 Tribunal Appeal, KolkataYear 03-04

Assessment 14,96,235 ITAT Appeal, KolkataYear 05-06

Assessment 1,81,590 DC CC -VIIYear 09-10

Total (B) 1,73,33,543

(x) The Company has neither accumulated losses as at 31st

March, 2012, nor it has incurred any cash losses either inthe financial year under audit and in the immediatelypreceding financial year.

(xi) In our opinion and according to the information andexplanations given to us, the Company has not defaultedin repayment of dues to a financial institution, bank ordebenture holders.

(xii) The Company has granted loans or advances on the basisof security by way of pledge of shares, debentures andother securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, the provisions ofclause 4(xiii) of the Companies (Auditor’s Report) Order,2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading inshares, securities, debentures and other investments.Accordingly, the provisions of clause 4(xiv) of theCompanies (Auditor’s Report) Order, 2003 (as amended)are not applicable to the Company.

(xv) In our opinion and according to the information andexplanations given to us, the company has not given anyguarantee for loans taken by others from banks or financialinstitutions during the year.

(xvi) In our opinion, the term loans have been applied for thepurpose for which the loans were raised.

(xvii) According to the information and explanations given to usand on an overall examination of the balance sheet of theCompany, we report that no funds raised on short-termbasis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment ofshares to parties and companies covered in the registermaintained under Section 301 of the Act.

(xix) The Company did not have any outstanding debenturesduring the year.

(xx) The Company did not raise any money by way of publicissue during the year.

(xxi) During the course of our examination of the books andrecords of the company, carried out in accordance with thegenerally accepted auditing practices in India, andaccording to the information and explanations given to us,we have neither come across any instance of fraud on orby the company, noticed or reported during the year, norhave we been informed of such case by the management.

For Haribhakti & Co. Chartered Accountants

Firm Registration No. 103523W

Sumant Sakhardande Partner

Membership No.: 034828

Place : Mumbai,Dated : 18th May , 2012

ANNUAL REPORT 2011-12 J L MORISON

24

BALANCE SHEET AS AT 31ST MARCH, 2012Particulars Note No. As at As at

31st March, 2012 31st March, 2011`̀̀̀̀ `̀̀̀̀

I EQUITY AND LIABILITIES (1) SHAREHOLDERS’ FUNDS

(a) Share Capital 1 1,36,50,340 1,36,50,340(b) Reserves and surplus 2 69,84,85,110 69,91,06,460

71,21,35,450 71,27,56,800

(2) NON-CURRENT LIABILITIES (c) Long-term borrowings 3 63,50,643 40,63,787(d) Deferred tax liabilities (Net) 4 89,13,474 72,16,545(e) Other Long-term liabilities 5 35,53,300 37,64,300(f) Long-term provisions 6 27,01,624 11,40,327

2,15,19,041 1,61,84,959

(3) CURRENT LIABILITIES (g) Short-term borrowings 7 20,65,85,636 8,65,89,431(h) Trade payables 8 19,84,72,701 23,45,94,268(i) Other current liabilities 9 6,71,25,742 6,01,77,147(j) Short-term provisions 10 24,87,019 19,66,586

47,46,71,098 38,33,27,432

Total 1,20,83,25,589 1,11,22,69,191

II ASSETS (1) NON-CURRENT ASSETS

(a) Fixed assets Tangible assets 11 19,79,44,686 19,62,00,864

Intangible assets - -Capital work-in progress - 1,80,000

(b) Non-current investments 12 22,13,57,563 23,51,63,363(c) Long-term loans and advances 13 5,65,90,704 12,65,29,713

47,58,92,953 55,80,73,940

(2) CURRENT ASSETS (d) Current investments 14 - 2,11,74,138(e) Inventories 15 17,71,77,631 12,71,31,488(f) Trade receivables 16 29,70,70,986 32,36,71,618(g) Cash and cash equivalents 17 11,72,38,343 3,15,58,320(h) Short-term loans and advances 18 13,87,81,822 4,59,95,774(i) Other current assets 19 21,63,854 46,63,913

73,24,32,636 55,41,95,251

Total 1,20,83,25,589 1,11,22,69,191SIGNIFICANT ACCOUNTING POLICIES A ACCOMPANYING NOTES FORMING INTEGRALPART OF THE FINANCIAL STATEMENTS B(1 - 39)

As per our attached report of even date For and on behalf of the Board of Directors

For Haribhakti & Co. Raghu Mody Varunn Mody Chartered Accountants Chairman Director Firm Registration No.: 103523W

Sumant Sakhardande Sanjay Kothari Atul TandanPartner Director DirectorMembership No.: 034828

Sohan SardaPlace : Mumbai GM - Finance & ManagerDate : 18th May, 2012


25

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2012Particulars Note No. Year ended Year ended

31st March, 2012 31st March, 2011`̀̀̀̀ `̀̀̀̀

I Revenue from operations 20 1,05,41,20,074 1,00,35,34,001

II Other Income 21 2,00,47,277 1,14,09,011

III Total Revenue (I + II) 1,07,41,67,351 1,01,49,43,012

IV Expenses

(a) Purchase of stock in trade 79,46,68,450 76,12,29,845

(b) Changes in inventories of stock in trade 22 (5,00,46,143) (18,90,491)

(c) Employee benefits expense 23 9,15,55,680 7,39,75,624

(d) Finance Costs 24 1,21,59,167 1,50,15,625

(e) Depreciation and amortisation expense 83,69,808 83,30,875

(f ) Other expenses 25 21,44,68,645 15,74,56,937

Total Expenses 1,07,11,75,607 1,01,41,18,415

V Profit Before Exceptional Items and Tax (III - IV) 29,91,744 8,24,597

VI Exceptional Items - -

VII Profit Before Tax (V - VI) 29,91,744 8,24,597

VIII Tax Expense

Current Tax 3,29,688 1,18,853

Deferred Tax 16,96,929 6,22,591

IX Profit for the year (VII - VIII) 9,65,127 83,153

X Earning per equity share of `̀̀̀̀ 10/- each

Basic 0.71 0.06

Diluted 0.71 0.06

SIGNIFICANT ACCOUNTING POLICIES A

ACCOMPANYING NOTES FORMING INTEGRALPART OF THE FINANCIAL STATEMENTS B(1 - 39)






26

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012

For the year ended 31st March, 2012 (`)`)`)`)`) For the year ended 31st March, 2011 (`)`)`)`)`)A. Cash flow from operating activities:

Net Profit before Tax and Extraordinary Items 29,91,744 8,24,597Depreciation 83,69,808 83,30,875 -Excess provision for Depreciation - (4,30,866) Sales Tax Deferment Loan - (2,26,42,498)Interest 1,21,59,167 1,50,15,625 -Rent (14,27,233) (3,45,300) -Dividend Income (19,89,957) (42,84,215) -(Profit)/Loss on sale of Fixed Assets 7,33,074 4,93,149 -(Profit)/Loss on sale of Investments 1,08,86,800Interest Income (1,66,30,087) (67,79,496) -

1,21,01,572 (1,06,42,726)Operating Profit Before Working Capital Changes 1,50,93,316 (98,18,129)Adjustments for: Inventories (5,00,46,143) (18,90,491) Trade and Other Receivables 9,76,76,671 (9,97,75,030) Provisions 20,81,730 (96,455) Trade Payable (2,66,80,454) 4,29,40,350

2,30,31,804 (5,88,21,626)Cash generated from the operation 3,81,25,120 (6,86,39,755)Direct Tax 57,47,202 (62,63,596)Net Cash from operating activities “A” 4,38,72,322 (7,49,03,351)

B. Cash Flow from Investing Activities Purchase of Fixed Assets (1,73,39,199) (55,26,500) Capital Work in progress 1,80,000 - Sale of Fixed Assets 64,92,494 6,34,001 Sale/(Purchase) of Investments 2,40,93,138 (5,31,78,976) Bank / Inter Corporate Deposits (11,11,51,721) 20,57,32,869 Interest Received 1,91,30,146 1,37,26,149 Rent 14,27,233 3,45,300 Dividend Income 19,89,957 42,84,215 Net Cash used in Investing activities “B” (7,51,77,952) 16,60,17,058

C. Cash Flow from Financing Activities Proceeds from Secured Loans (2,21,88,289) (8,32,37,428) Paid to Unsecured Loans 14,17,69,691 - Dividend and Dividend Tax (15,86,477) (15,97,022) Interest (1,21,59,167) (1,50,15,625) Net Cash used in Financing activities “C” 10,58,35,758 (9,98,50,075)Net Increase/(decrease) in Cash and Cash Equivalent (A+B+C) 7,45,30,128 (87,36,368)Cash and Cash equivalent as at 1st April, 2011 1,63,54,536 2,50,90,904Cash and Cash equivalent as at 31st March, 2012 9,08,84,664 1,63,54,536Cash and Cash Equivalents include: Cash in hand 10,40,070 11,66,244Bank Balances with Scheduled Banks

- in current accounts 3,90,50,493 1,34,52,700- unpaid dividend account 2,82,783 2,83,506- in fixed deposits 7,68,64,997 1,66,55,870

11,72,38,343 3,15,58,320Less: Fixed Deposits not considered as cash equivalents 2,63,53,679 1,52,03,784Total 9,08,84,664 1,63,54,536






27

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE FINANCIALSTATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2012A. SIGNIFICANT ACCOUNTING POLICIES:

a) Basis of Preparation:

The financial statements have been prepared to comply in all material respects with the Accounting Standards notified byCompanies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956.The financial statements have been prepared under the historical cost convention on an accrual basis. The accountingpolicy has been consistently applied by the Company.

The Company follows the mercantile system of accounting in general and recognizes income and expenditure on accrualbasis except as otherwise stated.

b) Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires managementto make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingentliabilities at the date of the financial statements and the results of operations during the reporting period. Although theseestimates are based upon management’s best knowledge of current events and actions, actual results could differ fromthese estimates.

c) Fixed Assets:

Fixed Assets are stated at cost (or revalued amounts, as the case may be), less accumulated depreciation/amortisationand impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to itsworking condition for its intended use. Borrowing costs relating to acquisition of fixed assets which takes substantialperiod of time to get ready for its intended use are also included to the extent they relate to the period till such assets areready to be put to use.

d) Depreciation:

Depreciation is provided using the Straight Line Method at the rates prescribed under schedule XIV of the CompaniesAct, 1956.

Leasehold land/building is amortized over the lease period.

Fixed assets costing each � 5,000/- or less are fully depreciated in the year of purchase.

Depreciation on the fixed Assets added/disposed off during the year provided on pro-rata basis.

e) Impairment of Fixed Assets:

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment basedon internal/external factor. An impairment loss is recognised whenever the carrying amount of an asset exceeds itsrecoverable amount. The recoverable amount is the greater of the assets net selling price and value in use. In assessingvalue in use, the estimated future cash flows are discounted to their present value at the weighted average cost ofcapital. If at the Balance Sheet date there is any evaluation that a previously assessed impairment loss no longer exists,then such loss is reversed and the asset is restated to that effect.

f) Investments:

Long term investments are stated at cost less provision for diminution in value, which is other than temporary. Currentinvestments are carried at lower of cost or fair value. In respect of current investments, the shortfall in the book valuewhen compared to market value of said investment on individual basis is charged to Revenue account.

g) Inventory Valuation:

Traded Goods

Stock in trade are valued at lower of cost and net realizable value. For this purpose cost is determined on first in first outbasis. Cost includes cost of purchase and other direct costs incurred.

h) Foreign Currency Transactions:

The transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the time ofthe transaction. Any income or expense on account of exchange difference either on settlement or on translation isrecognised in statement of profit and loss. Monetary Assets and liabilities denominated in foreign currencies are statedat the exchange rate prevailing on the date of the Balance Sheet.


28

i) Forward Contracts:

The premium or discount arising at the inception of forward exchange contracts is amortised as expense or income overthe life of the contract. Exchange differences on such contracts are recognised in the statement of profit and loss in theyear in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchangecontracts is recognised as income or as expense for the year.

j) Revenue Recognition:

Sale of Goods

Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer whichnormally coincides with dispatch of goods. Sales are net of returns, trade discounts, and sales tax and include exciseduty.

Interest

Revenue is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.

Commission

Commission is recognized when right to receive the same from principal is established on sale.

Dividend

Dividend Income is recognized when right to receive the same is established.

Others

Subsidiary from governments, Sales Tax assessment dues, Insurance claims are accounted for when reasonable certaintyof receipt is established.

k) Employee Benefits:

(i) Defined benefit plans

Gratuity

Gratuity liability is provided for on the basis of an actuarial valuation on projected unit credit method made at theend of each financial year.

The Company makes annual contribution to the Employees’ Group Gratuity Scheme of the Life Insurance Corporationof India, a funded defined benefit plan for qualifying employees. The scheme provides lump sum payment tovested employees at retirement, death while in employment or on termination of employment of an amount equivalentto 15 days salary, payable for each completed year of service or part thereof in excess of six months. Vestingoccurs upon completion of five years of service.

Actuarial gains/losses are immediately taken to statement of profit and loss and are not deferred.

Leave Encashment

Leave Encashment liability is provided for on the basis of an actuarial valuation on projected unit credit methodmade at the end of each financial year.

The Company allows to encash the privilege leave up to maximum of 15 days per annum from the maximumaccumulated leaves of 84 days of qualifying employees. The company provides for unencashed portion of leave ofqualified employees at each year end and the same is unfunded.

(ii) Defined contribution plans

These are Plans in which the company pays pre-defined amounts to separate funds and does not have any legalor informal obligation to pay additional sums. These comprise of contributions to the employees provident fundwith the government and certain state plans like Employees State Insurance. The Company’s payments to thedefined contribution plans are recognised as expenses during the period in which the employees perform theservices that the payment covers.

l) Taxes on Income:

Income tax is accounted in accordance with AS-22 ‘Accounting for taxes on income’, issued by The Institute of CharteredAccountants of India (ICAI), which includes current taxes and deferred taxes. Deferred income taxes reflect the impact ofthe current year timing differences between taxable income and accounting income for the year and reversal of timingdifferences of earlier year Deferred tax assets are recognised only to the extent that there is reasonable certainty thatsufficient future taxable income will be available except that deferred tax assets arising due to unabsorbed depreciation


29

and losses are recognised if there is virtual certainty that sufficient future taxable income will be available to realise thesame and are recognized using the tax rates and tax laws that have been enacted or substantively enacted.

Current tax is determined as the amount of tax payable in respect of taxable income using the applicable tax rates andtax laws for the year.

MAT credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will paynormal income tax during the specified period. In the year in which the Minimum Alternative Tax (MAT) credit becomeseligible to be recognised as an asset in accordance with the recommendations contained in Guidance Note issued bythe Institute of Chartered Accountants of India, the said asset is created by way of a credit to the statement of profit andloss and shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date and writes downthe carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect thatCompany will pay normal Income Tax during the specified period.

Wealth tax is accounted in accordance with Wealth Tax Act, 1957.

m) Cash & Cash Equivalent:

Cash and Cash Equivalent comprises Cash, Fixed deposit and Short Term deposit which matured in less than threemonths.

n) Borrowing Cost:

Interest and other costs related to borrowing are considered as part of cost of qualifying fixed assets upto the date assetis ready for use. Other borrowing costs are charged to revenue.

o) Earnings Per Share:

Basic earnings per shares are calculated by dividing the net profit or loss after tax for the period attributable to equityshareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculatingdiluted earnings per share, the net profit or loss for the period attributable to the equity shareholders and the weightedaverage number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

p) Provisions, Contingent Liabilities and Contingent Assets:

A provision is made based on a reliable estimate when it is probable that an outflow of resources embodying economicbenefits will be required to settle an obligation. Contingent liabilites, if material are disclosed by way of notes to accounts.Contingent assets are neither recognised nor disclosed in the financial statements.


30

B. NOTES ON ACCOUNTS :As at As at

31st March, 2012 31st March, 2011� �

1 SHARE CAPITAL

AUTHORISED

30,00,000 Equity Shares of � 10 each 3,00,00,000 3,00,00,000

(Previous year 30,00,000 Equity Shares of � 10 each)

3,00,00,000 3,00,00,000

ISSUED, SUBSCRIBED AND PAID-UP

13,65,034 Equity Shares of �� 10 each, fully paid-up 1,36,50,340 1,36,50,340(Previous year 13,65,034 Equity Shares of �� 10 each, fully paid-up)

a) Rights of Equity Shareholders

The Company has only one class of Equity Shares having a par value of � 10 per share. Each holder of Equity Shares isentitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed bythe Board of Directors is subject to the approval of the share holders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of theCompany, after distribution of all preferential amounts. The distribution will be in proportion to the number of EquityShares held by the shareholders.

b) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Particulars As at 31st March, 2012 As at 31st March, 2011Equity Shares Equity Shares

No. � No. �

Shares outstanding at the beginning of the year 13,65,034 1,36,50,340 13,65,034 1,36,50,340

Shares Issued during the year - - - -

Shares bought back during the year - - - -

Shares outstanding at the end of the year 13,65,034 1,36,50,340 13,65,034 1,36,50,340

c) Share held by holding/ultimate holding company and / or their subsidiaries / associates

None of the Equity Shares are held by the holding/ ultimate holding company and/ or their subsidiaries / associates.

d) Details of shareholders holding more than 5% shares in the Company

Name of Shareholder As at 31st March, 2012 As at 31st March, 2011

No. of % of No. of % ofShares held Holding Shares held Holding

Hindustan Composites Limited 2,72,800 19.98 2,49,349 18.27

Rasoi Limited 2,48,927 18.24 2,48,927 18.24

Rasoi Finance Limited 1,13,319 8.30 1,13,319 8.30

Pallawi Resources Limited 94,600 6.93 94,600 6.93

Surdas Trading & Mfg Co Limited 78,742 5.77 78,742 5.77

e) Aggregate number of bonus shares issued, share issued for consideration other than cash and shares boughtback during the period of five years immediately preceding the reporting date : Nil

f) Shares reserved for issue under options : Nil


31

As at As at 31st March, 2012 31st March, 2011

� �

2 RESERVES AND SURPLUS Capital Reserve 23,80,00,000 23,80,00,000

23,80,00,000 23,80,00,000

General Reserve 45,70,80,288 45,70,80,288

45,70,80,288 45,70,80,288

Surplus As per last balance sheet 40,26,172 55,29,496Add: Profit for the year 9,65,127 83,153

49,91,299 56,12,649Less : Appropriations

Proposed Dividend on equity shares 13,65,034 13,65,034(amount per share � 1 (Previous year � 1)) Corporate Dividend Tax 2,21,443 2,21,443

Net surplus 34,04,822 40,26,172

Total reserves and surplus 69,84,85,110 69,91,06,460

3 LONG TERM BORROWINGS Secured

Term LoansFrom banks - housing loan - 25,83,349From banks - vehicle loans - 2,66,439From others - vehicle loans 63,50,643 12,13,999

Total 63,50,643 40,63,787

a) Term loan from bank in respect of housing loan was taken during the financial year 2007-08 and carries interest@ 11.50% to 14.50%. The loan is repayable in 67 monthly instalments (principal plus interest) of � 48,640/- from date ofthe loan. The loan is secured by hypothecation of Residential house of the Company pertaining to business.

b) In the case of vehicle loan from bank is taken during the financial year 2009-10 and carries interest @ 10.14%. The loanis repayable in 36 monthly instalments (principal plus interest) of � 23,424/- from date of the loan. The loan is secured byhypothecation of one vehicle of the Company pertaining to business.

c) In the case of vehicle loans from others are taken during the financial year 2010-11 and 2011-12 interest @ 10.37% and8.11% which are payable in 60 and 36 monthly instalments (principal plus interest) of � 40,262/- and � 2,49,400/- respectivelyfrom date of the loan. The loan is secured by hypothecation of one vehicle of the Company pertaining to business.

As at As at31st March, 2012 31st March, 2011

� �

4 DEFERRED TAX LIABILITIES (NET) Deferred tax liabilities 1,29,86,980 1,21,89,923Related to fixed assets 24,06,963 7,97,057

Total Deferred tax liabilities 1,53,93,943 1,29,86,980

Deferred tax assets 57,70,435 55,95,969Disallowances under Income Tax Act, 1961 7,10,034 1,74,466

Total Deferred tax assets 64,80,469 57,70,435

Deferred tax liabilities (net) 89,13,474 72,16,545


32


� �

5 OTHER LONG TERM LIABILITIES

Security deposits 35,53,300 37,64,300

Total 35,53,300 37,64,300

6 LONG TERM PROVISIONS

Provision for employee benefits (unfunded)

Leave encashment 27,01,624 11,40,327

Total 27,01,624 11,40,327

7 SHORT TERM BORROWINGS

Secured

Working capital loans from banks 6,48,15,945 8,65,89,431

Unsecured

Buyers credit arrangements 14,17,69,691 -

Total 20,65,85,636 8,65,89,431

8 TRADE PAYABLES

Small and Medium Enterprises - -

Others 19,84,72,701 23,45,94,268

Total 19,84,72,701 23,45,94,268

9 OTHER CURRENT LIABILITIES

Current maturities of long-term borrowings (Note 3) 32,45,806 59,46,619

Interest accrued but not due on borrowings 15,45,585 14,27,898

Bank overdraft 4,85,357 4,99,500

Unpaid dividends 2,82,783 3,43,806

Salary and reimbursements 83,71,126 83,76,693

Contribution to provident fund 8,38,605 8,59,435

Advance received from customers 35,69,225 1,78,05,116

Advance against properties 1,89,00,000 -

Statutory dues 83,13,175 59,49,628

Other payables 2,15,74,080 1,89,68,452

Total 6,71,25,742 6,01,77,147

10 SHORT TERM PROVISIONS

Provision for leave encashment 9,00,542 3,80,109

Proposed dividend 13,65,034 13,65,034

Provision for corporate dividend tax 2,21,443 2,21,443

Total 24,87,019 19,66,586


33

11 FIXED ASSETS Amount in��

Particulars Gross Block Depreciation Net Block

As on Additions Deductions As on As on For the Deductions/ As on As on As on1st April, 31st March, 1st April, year Adjustment 31st March, 31st March, 31st March,

2011 2012 2011 2012 2012 2011

Tangible Assets

Land (Freehold) 1,13,731 - - 1,13,731 - - - 1,13,731 1,13,731

Land (Lease Hold)* 78,64,197 - - 78,64,197 7,59,823 82,781 - 8,42,604 70,21,593 71,04,374

Factory Building 2,08,96,786 32,73,056 - 2,41,69,842 99,78,487 5,97,850 - 1,05,76,337 1,35,93,505 1,09,18,299

Office Premises & 15,14,52,769 4,81,350 72,22,522 14,47,11,596 1,07,55,061 24,63,271 3,08,373 1,29,09,959 13,18,01,637 14,06,97,708Residential flats(Freehold )**

Plant Machinery 2,50,13,227 3,500 - 2,50,16,727 1,47,86,488 11,88,050 - 1,59,74,538 90,42,189 1,02,26,739and Equipment

Furniture & Fixture 1,05,27,235 5,90,200 - 1,11,17,435 61,66,203 3,97,579 - 65,63,782 45,53,653 43,61,032

Office Equipment 96,86,925 5,47,599 20,500 1,02,14,024 47,95,858 3,34,778 2,406 51,28,230 50,85,794 48,91,067

Computers 90,93,655 9,31,681 5,09,804 95,15,532 75,98,383 6,43,916 3,66,405 78,75,894 16,39,638 14,95,272

Vehicles 2,94,56,371 1,15,11,813 3,00,000 4,06,68,184 1,30,63,729 26,61,583 1,50,074 1,55,75,238 2,50,92,946 1,63,92,642

Total 26,41,04,896 1,73,39,199 80,52,826 27,33,91,268 6,79,04,032 83,69,808 8,27,258 7,54,46,582 19,79,44,686 19,62,00,864

Previous Year 27,35,65,168 55,26,500 1,49,86,772 26,41,04,896 7,38,63,651 83,30,875 1,42,90,494 6,79,04,032 19,62,00,864 -

*Amortised over lease period ** includes cost of shares of society

Details of Trade InvestmentsParticulars Face Value No. of Shares Quoted / Partly Paid / Amount in � Basis of

in � Unquoted Fully paid Valuation

31st March, 2012 31st March, 2011 31st March, 2012 31st March, 2011Casil Healthcare Limited 10/- 100 100 Quoted Fully Paid 2,335 2,335 at costGlaxoSmithKline Consumer Healthcare Limited 10/- 70 70 Quoted Fully Paid 4,200 4,200 at costHindustan Unilever Limited 1/- 1,593 1,593 Quoted Fully Paid 24,263 24,263 at costRasoi Limited 10/- 3,60,062 3,60,062 Quoted Fully Paid 8,36,65,727 8,36,65,727 at costHindustan Composites Limited 10/- 3,69,234 3,69,234 Quoted Fully Paid 12,60,81,038 12,60,81,038 at cost

Aggregate amount of quoted investments (A) 20,97,77,563 20,97,77,563(Market value � 30,64,43,801/-previous year � 29,06,59,115/-)

North Canara Goud Saraswat Brahmin Co-Op. Bank Ltd. 10/- 2,500 2,500 Unquoted Fully Paid 25,000 25,000 at cost

Super Bazar The Co-Op. Stores Limited 10/- 500 500 Unquoted Fully Paid 5,000 5,000 at cost

Leaders Healthcare Limited 10/- 1,92,500 1,92,500 Unquoted Fully Paid 1,15,50,000 1,15,50,000 at costRasoi Express Private Limited 10/- - 15,000 Unquoted Fully Paid - 1,50,000 at costMode Enterprises Private Limited 10/- - 4,900 Unquoted Fully Paid - 49,000 at costLooklink Finance Limited 10/- - 2,72,000 Unquoted Fully Paid - 1,36,06,800 at cost

Aggregate amount of unquoted investments (B) 1,15,80,000 2,53,85,800Total (A)+(B) 22,13,57,563 23,51,63,363


� �

12 NON CURRENT INVESTMENTSTrade Investments Equity instruments 22,13,57,563 23,51,63,363

Total 22,13,57,563 23,51,63,363


34


� �

13 LONG TERM LOANS AND ADVANCES Unsecured, considered good Security deposits 5,27,12,957 12,26,76,218Other loans and advances 19,99,193 22,74,941Other loans and advances Loans and advances to employees 9,75,000 6,75,000Sales tax deposits 4,20,570 4,20,570Balances with central excise 4,82,984 4,82,984

Total 5,65,90,704 12,65,29,713

14 CURRENT INVESTMENTS

Investments in Mutual Funds - 2,11,74,138

Total - 2,11,74,138

Details of Investments in Mutual Funds

Particulars No. of Shares Quoted / Partly Paid / Amount in � Basis ofUnquoted Fully paid Valuation

31st March, 2012 31st March, 2011 31st March, 2012 31st March, 2011

LICMF Liquid Fund - Dividend Plan - 19,00,845 Quoted Fully paid - 2,08,71,469 at cost

HDFC Cash Management Fund - Treasury - 30,172 Quoted Fully paid - 3,02,669 at costAdvantage Plan

Total - 2,11,74,138

15 INVENTORIES (As taken, valued and certified by the Management) Stock-in-trade - finished goods 17,71,77,631 12,71,31,488(Including in transit � 4,88,53,070 (previous year � 2,24,47,181))

Total 17,71,77,631 12,71,31,488

16 TRADE RECEIVABLESUnsecured, considered good Outstanding over six months from the date they are due for payment 54,87,339 1,51,70,304Others 29,15,83,647 30,85,01,314

Total 29,70,70,986 32,36,71,618

17 CASH AND CASH EQUIVALENTS Balances with Banks

In Dividend Accounts 2,82,783 2,83,506In Margin money 2,63,53,679 1,52,03,784In Current Accounts 3,90,50,493 1,34,52,700In Fixed Deposits 5,05,11,318 14,52,086

Cash in hand 10,40,070 11,66,244

Total 11,72,38,343 3,15,58,320


35


� �

18 SHORT-TERM LOANS AND ADVANCES Secured, considered good Inter corporate deposit 10,00,00,000 -Unsecured, considered good Advance income tax(net of provision for taxation) 1,98,02,509 2,58,79,396Prepaid expenses 42,54,780 18,20,491Loans and advances to employees 23,06,414 27,88,547Advance from suppliers 64,15,998 95,27,560Balances with statutory / government authority 59,74,768 48,52,574Advance recoverable in cash or kind 27,353 11,27,206

Total 13,87,81,822 4,59,95,774

19 OTHER CURRENT ASSETS Interest accrued on investments 19,97,416 46,63,913Interest accrued on inter corporate / other deposits 1,66,438 -

Total 21,63,854 46,63,913

For the year ended For the year ended31st March, 2012 31st March, 2011

� �

20 REVENUE FROM OPERATIONS Net Sales Sale of products 1,04,98,35,536 97,66,50,663

1,04,98,35,536 97,66,50,663Other operating revenue

Commission 42,79,998 34,71,790Sales tax deferred loan written back - 2,26,42,498Excess provision for depreciation - 4,30,866Miscellaneous Income 4,540 3,38,184

Total 1,05,41,20,074 1,00,35,34,001

21 OTHER INCOMEDividend

From long term investments 16,56,325 40,66,507From current investments 3,33,632 2,17,708

Interest income 1,66,30,087 67,79,496Rent 14,27,233 3,45,300

Total 2,00,47,277 1,14,09,011

22 CHANGES IN INVENTORIES OF STOCK-IN-TRADE Opening Stock

Stock-in-trade 12,71,31,488 12,52,40,997

12,71,31,488 12,52,40,997

Closing Stock Stock-in-trade 17,71,77,631 12,71,31,488

17,71,77,631 12,71,31,488Total (5,00,46,143) (18,90,491)


36

For the year ended For the year ended31st March, 2012 31st March, 2011

� �

23 EMPLOYEE BENEFITS EXPENSE

Salaries, wages and bonus 7,74,06,534 6,44,31,893

Contributions to -

Provident fund and other funds 58,11,987 49,40,762

Gratuity fund contributions 10,16,469 2,36,960

Leave encashment 40,51,307 11,20,708

Staff welfare expenses 32,69,383 32,45,301

Total 9,15,55,680 7,39,75,624

24 FINANCE COSTS

Interest expense 50,86,819 1,00,27,669

Bank charges and other borrowing costs 70,72,348 49,87,956

Total 1,21,59,167 1,50,15,625

25 OTHER EXPENSES

Rent 36,06,403 28,13,426

Repairs and maintenance:

Machinery and Building 15,79,971 5,85,615

Others 26,76,844 25,47,599

Power and fuel charges 15,29,786 13,49,143

Insurance 26,85,860 25,41,553

Rates and Taxes 26,81,785 14,23,601

Travelling and Conveyance expenses 3,23,94,033 2,75,61,356

Legal and Professional fees 82,19,603 1,16,42,846

Freight and Forwarding expenses 1,52,88,101 1,39,83,296

Clearing and Forwarding expenses 1,99,55,495 1,72,40,179

Advertising and Sales Promotion expenses 5,90,46,656 5,74,61,154

Commission (other than sole selling agent) 60,93,177 39,26,311

Exchange fluctuation 3,41,78,469 (60,04,688)

Loss on sale of investment 1,08,86,800 -

Loss on sale of fixed assets 7,33,074 4,93,149

Miscellaneous expenses 1,29,12,588 1,98,92,397

Total 21,44,68,645 15,74,56,937

26 CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF

Particulars As at As at31st March, 2012 �� 31st March, 2011 ��

Guarantee given on behalf of body corporate 23,00,000 23,00,000

Income tax 1,73,33,543 2,77,39,305

Sales tax matters in dispute (including interest wherever applicable) 18,19,060 73,67,782


37

27 AUDITORS REMUNERATION

Particulars For the year ended For the year ended31st March, 2012 31st March, 2011

� �

Statutory audit fees (including service tax) 4,38,204 3,30,900

Certification work (including service tax) 2,54,720 2,20,600

Out-of-pocket expenses 34,581 10,669

Total 7,27,505 5,62,169

28 RETIREMENT BENEFIT

A) Defined Benefit Plans

The following table sets out the funded status of the gratuity plan and unfunded status of Leave Encashment and theamounts recognized in the Company’s financial statements as at 31st March, 2012

a) Gratuity Fund (Funded)

Particulars As at As at31st March, 2012 �� 31st March, 2011 ��

i) Changes in benefit obligation:Projected benefit obligations, beginning 44,63,280 39,40,907of the year (1st April, 2011)Interest cost 3,57,062 2,95,568Service cost 12,15,414 10,52,315Benefits paid (7,57,948) (88,844)Actuarial (gain) / loss (1,53,773) (7,36,666)Projected benefit obligation, end of the year 51,24,035 44,63,280

ii) Change in plan assets:Fair value of the plan assets, beginning of the year (1st April, 2011) 48,10,504 34,41,438Actual return on plan assets 4,02,234 3,74,257Employers’ contribution 13,36,669 10,93,003Benefits paid (7,57,948) (88,844)Fair value of plan assets at the end of the year 57,91,459 50,94,101Bank balance - -Total fair value of plan assets at the end of the year 57,91,459 50,94,101Excess of obligation over plan assets (6,67,424) (6,30,821)Accrued liability (6,67,424) (6,30,821)

iii)Reconciliation of fair value of assets and obligations:Present value of the obligation 51,24,035 44,63,280Fair value of plan assets 57,91,459 50,94,101Un-funded liability / (assets) (6,67,424) (6,30,821)Old outstanding liability related to previous year - -Unrecognized actuarial gains/losses - -Un-funded liability / (assets) recognized in balance sheet (6,67,424) (6,30,821)

iv)Expenses recognised during the year:Service cost 12,15,414 10,52,315Interest on defined benefit obligation 3,57,062 2,95,568Actual return on plan assets (4,02,234) (3,74,257)Net actuarial (gain)/loss recognised in the year (1,53,773) (7,36,666)Net gratuity 10,16,469 2,36,960


38

v) Investment details:Particulars % investedL. I. C Group Gratuity Policy 100%

vi) Actuarial assumptions:Particulars As at As at

31st March, 2012 31st March, 2011Mortality table (L.I.C) 1994-96 (Ultimate) 1994-96 (Ultimate)Retirement age 58 years 58 yearsWithdrawal rates 1.00% per annum 1.00% per annumFuture salary rise 5.00% per annum 5.00% per annumRate of discounting 8.00% per annum 7.50% per annumRate of increase in compensation level 5.00% per annum 5.00% per annum

vii) Amounts for the current and previous four years are as follows:Benefit 31st March, 31st March, 31st March, 31st March, 31st March,

2012 �� 2011 �� 2010 �� 2009 �� 2008 ��

Defined benefit obligation 51,24,035 44,63,280 39,40,907 31,20,131 32,61,980Plan assets (including bank balance) 57,91,459 50,94,101 37,11,612 27,19,130 30,77,947(Surplus) / Deficit (6,67,424) (6,30,821) 6,92,911 9,05,807 1,84,033Experience adjustments on 1,53,773 (7,36,666) 70,257 4,44,807 (2,65,881)Plan liabilities loss / ( gain)Experience on plan assets 17,394 1,16,149 76,872 40,445 30,798

b) Leave encashmentNet expenses recognised during the year is � 40,51,307/- (Previous Year � 11,20,708/-)

B) Define contribution planThe Company has recognised the following amount in statement of profit and loss which are included under contribution toprovident and other funds

Particulars For the year ended For the year ended31st March, 2012 �� 31st March, 2011 ��

a) Provident FundEmployers contribution to Provident fund 27,34,670 24,13,465Employers contribution to Pension Scheme 18,60,531 15,52,809

b) Employee State Insurance Corporation (ESIC)Employers contribution to ESIC 11,03,043 8,78,977

29 SEGMENT REPORTINGAs the Company’s business activity fall within a single primary business segment viz FMCG products and its operation are withinIndia, the disclosure requirement of Accounting Standard – 17 “Segment Reporting notified in Companies (Accounting Standards)Rules 2006 are not applicable.

30 RELATED PARTY DISCLOSURESRelated party disclosures, as required by Accounting Standard 18 - “Related Party Disclosures” issued by the Institute of CharteredAccountants of India, are given below:

A) Names of related parties and description of relationship:a) Associates with whom transactions have been entered during the year in the ordinary course of the business:

Rasoi LimitedHindustan Composites LimitedMode Enterprises Private LimitedLooklink Finance LimitedPallawi Resources LimitedSurdas Trading & Mfg. Co. LimitedPallawi Trading & Mfg. Co. LimitedAxon Trading & Mfg. Co. LimitedLotus Udyog LimitedGoodpoint Advisory Services and Investments LimitedNoble Trading Company LimitedSilver Trading & Services Limited


39

b) Key management Personnel (KMP) and Relatives of KMPMr. Raghu Mody - ChairmanMr. Varunn Mody - DirectorLt. Gen. (Retd.) K. S. Brar - DirectorMr. Atul Tandan - DirectorMr. Shamsunder Aggarwal - DirectorMr. Sanjay Kothari - DirectorM/s Manoj Mody Foundation - (Mr. Raghu Mody - Trustee)M/s JLM Employees Trust - (Mr. Raghu Mody and Mr. Varunn Mody - Trustees)

B) Related Party Transactions ��

Particulars Key Management Personnel Associates / Relatives of Total(KMP) KMP have significant influence

Year ended on Year ended on Year ended on31st March, 31st March, 31st March, 31st March, 31st March, 31st March,

2012 2011 2012 2011 2012 2011Loan given / (Received back)

Rasoi Limited - - 2,10,00,000 - 2,10,00,000 -Rasoi Limited - - (2,10,00,000) - (2,10,00,000) -Total - - - - - -

Loan taken / (Repaid back) Hindustan Composites Limited - - 8,50,00,000 8,00,00,000 8,50,00,000 8,00,00,000Hindustan Composites Limited - - (8,50,00,000) (8,00,00,000) (8,50,00,000) (8,00,00,000)Rasoi Limited - - 70,00,000 - 70,00,000 -Rasoi Limited - - ( 70,00,000) - (70,00,000) -Total - - - - - -

Deposit given / (Received back) Rasoi Limited - - 5,00,00,000 - 5,00,00,000 -Rasoi Limited - - ( 7,00,00,000) - ( 7,00,00,000) -Total - - (2,00,00,000) - (2,00,00,000) -

Sale (Including otherrelated income)

Rasoi Limited - Oil - - 25,30,73,139 31,26,74,646 25,30,73,139 31,26,74,646Rasoi Limited - FMCG Products - - 29,756 - 29,756 -

Total - - 25,31,02,895 31,26,74,646 25,31,02,895 31,26,74,646Rent received from

Hindustan Composites Limited - - 12,81,975 1,29,300 12,81,975 1,29,300Manoj Mody Foundation - - 37,258 - 37,258 -Mode Enterprises Private Limited - - 72,000 72,000 72,000 72,000

Total - - 13,91,233 2,01,300 13,91,233 2,01,300Rent paid to

Rasoi Limited – Rent - - 2,67,253 3,00,000 2,67,253 3,00,000Silver Trading & Services Limited - - 60,000 1,20,000 60,000 1,20,000Pallawi Resources Limited - - 23,002 36,804 23,002 36,804Rasoi Limited – Service - - 27,528 - 27,528 -Tax on RentPallawi Resources Limited – - - 2,371 3,792 2,371 3,792Service Tax on RentTotal - - 3,80,154 4,60,596 3,80,154 4,60,596

Service charges paid to Axon Trading & Mfg. Co. Limited - - 1,35,000 1,80,000 1,35,000 1,80,000Total - - 1,35,000 1,80,000 1,35,000 1,80,000


40



2012 2011 2012 2011 2012 2011Interest received from

Rasoi Limited - - 4,97,310 1,99,291 4,97,310 1,99,291Pallawi Resources Limited - - - 3,84,789 - 3,84,789Goodpoint Advisory Services - - - 24,09,914 - 24,09,914and Investments Limited

Total - - 4,97,310 29,93,994 4,97,310 29,93,994Interest paid to

Hindustan Composites Limited - - 5,52,192 29,08,913 5,52,192 29,08,913Rasoi Limited - - 6,904 - 6,904 -

Total - - 5,59,096 29,08,913 5,59,096 29,08,913Reimbursement of expense from

Hindustan Composites Limited - - - 4,66,623 - 4,66,623 Total - - - 4,66,623 - 4,66,623Remuneration

Mr. Varunn Mody - 17,73,572 - - - 17,73,572 Total - 17,73,572 - - 17,73,572Director sitting fee

Mr. Raghu Mody 22,000 17,000 - - 22,000 17,000Mr. Varunn Mody 25,000 10,000 - - 25,000 10,000Other Directors 1,76,000 81,000 - - 1,76,000 81,000

Total 2,23,000 1,08,000 - - 2,23,000 1,08,000Dividend received from

Rasoi Limited - - 9,00,155 3,60,062 9,00,155 3,60,062

Hindustan Composites Limited - - 7,38,468 36,92,340 7,38,468 36,92,340

Total - - 16,38,623 40,52,402 16,38,623 40,52,402

Dividend paid to Rasoi Limited - - 2,48,927 2,48,927 2,48,927 2,48,927Hindustan Composites Limited - - 2,49,349 2,49,349 2,49,349 2,49,349Looklink Finance Limited - - 1,13,319 1,13,319 1,13,319 1,13,319Pallawi Resources Limited - - 94,600 94,600 94,600 94,600Surdas Trading & Mfg. Co. Limited - - 78,742 78,742 78,742 78,742Pallawi Trading & Mfg. Co. Limited - - 30,000 30,000 30,000 30,000Axon Trading & Mfg. Co. Limited - - 20,490 20,490 20,490 20,490Lotus Udyog Limited - - 18,400 18,400 18,400 18,400Goodpoint Advisory Serv. and Inv. Ltd. - - 14,000 14,000 14,000 14,000Noble Trading Company Limited - - 8,866 8,866 8,866 8,866Silver Trading & Services Limited - - 5,736 5,736 5,736 5,736Raghu Mody 250 250 - - 250 250Varunn Mody 135 135 - - 135 135JLM Employee Trust 25,200 25,200 25,200 25,200Total 385 385 9,07,629 9,07,629 9,08,014 9,08,014


41

C) Outstanding Balance as on 31st March, 2012 ��



2012 2011 2012 2011 2012 2011Deposit given

Rasoi Limited - - 5,00,00,000 7,00,00,000 5,00,00,000 7,00,00,000

Pallawi Resources Limited - - - 5,00,00,000 - 5,00,00,000

Deposit received

Mode Enterprises Private Limited - - 66,000 - 66,000 -

Sundry debtors

Rasoi Limited - - 19,53,16,587 19,39,83,106 19,53,16,587 19,39,83,106

Loan Given

Pallawi Resources Limited - - - 30,02,400 - 30,02,400

Interest receivable

Rasoi Limited - - 3,22,899 - 3,22,899 -

Rent payable

Rasoi Limited - - - 30,000 - 30,000

Investment in

Rasoi Limited - - 8,36,65,727 8,36,65,727 8,36,65,727 8,36,65,727

Hindustan Composites Limited - - 12,60,81,038 12,60,81,038 12,60,81,038 12,60,81,038

Details of loan and advances as per clause 32 of Listing Agreement

Name of the party Balance as at Maximum31st March, 2012 (�) balance (�)

Loan given

Pallawi Resources Limited - 30,02,400

Rasoi Limited - 2,10,00,000

Notes: (i) No amount pertaining to related parties have been provided for as doubtful debts. Also, no amount has beenwritten off / back.

(ii) The related parties are identified based on information available with the Company.

31 EARNINGS PER SHARE

Earnings Per Share, as required by Accounting Standard 20 - “Earnings Per Share” issued by the Institute of CharteredAccountants of India, is given below:

Earnings Per Share is calculated by dividing the profit attributable to the Equity shareholders by the weighted average numberof equity shares outstanding during the year. The net profit considered for calculation of EPS is as follows:


Profit after taxation as per statement of profit and loss 9,65,127 83,153

Net profit for calculation of basic / diluted EPS 9,65,127 83,153

Weighted average number of equity shares outstanding 13,65,034 13,65,034

Basic & diluted earnings per share (Face value � 10 per share) 0.71 0.06


42

32 Provision for current tax include � 1,40,267 (previous year � 1,18,853) in respect of wealth tax.

33 In respect of properties taken/given on lease by the Company, the Lease agreements are mutually renewable/ cancelable.

34 PURCHASE OF STOCK IN TRADE


FMCG / Personal care 37,61,49,720 25,52,98,174

OTC / Healthcare 19,96,08,487 18,89,40,777

Edible oil – bulk 21,89,10,243 31,69,90,894

Total 79,46,68,450 76,12,29,845

35 VALUE OF IMPORTS ON CIF BASIS


Trading

Edible oil – bulk 20,80,68,022 31,12,97,738

Personal and health care 21,87,69,141 13,92,51,294

36 EXPENDITURE IN FOREIGN CURRENCY

Travelling 5,93,672 3,50,809

Other expenses 48,35,657 38,17,062

37 FOREIGN CURRENCY EXPOSURE

Particulars Currency Non – Hedged Hedged

31st March, 2012 31st March, 2011 31st March, 2012 31st March, 2011

Creditors USD 31,75,063.11 43,15,888.00 21,65,149.18 -

JPY 6,12,56,179.00 1,75,05,000.00 - -

GBP - 4,641.00 - -

HKD 3,44,852.02 1,82,249.00 - -

Advance to creditors USD 4,686.94 5,014.00 - -

38 As notified by Ministry of Corporate Affairs, Revised Schedule VI under the Companies Act, 1956 is applicable to the FinancialStatements for the financial year commencing on or after 1st April, 2011. Accordingly, the financial statements for the yearended 31st March, 2012 are prepared in accordance with the Revised Schedule VI. The amounts and disclosures included inthe financial statements of the previous year have been reclassified to conform to the requirements of Revised Schedule VI.

39 Previous year’s figures have been regrouped/reclassified whenever necessary, to conform to current year’s classification.

Signatures to Notes 1 to 39 which form an integral part of the financial statements.

For and on behalf of the Board of Directors

Raghu Mody Varunn Mody Chairman Director

Sanjay Kothari Atul TandanDirector Director



43

Dear Sir / Madam,

The Ministry of Corporate Affairs, vide its Circular nos. 17/2011 dated 21st April 2011 and 18/2011 dated 29th April 2011 has taken a“Green Initiative” by allowing paperless compliances by the companies to serve the requisite documents to its members vide e-mode, in pursuance to Section 53 of the Companies Act, 1956. Accordingly, the Company shall be required to update its databaseby incorporating your designated e-mail ID in its records.

You are thus requested to kindly submit your e-mail ID vide the e-mail updation form attached with this note. The same could bedone by filling up and signing at the appropriate place in the said form and by returning this letter by post or by sending scan copythrough e-mail at [email protected]

This e-mail ID provided shall be updated subject to successful verification of your signatures as per record available with the RTA ofthe Company.

Thanking you,

Yours faithfully,For J. L. Morison (India) Limited

Sohan SardaGM - Finance & Manager


44

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Dated ________________

The GM - Finance & Manager,J. L. Morison (India) Limited“CRYSTAL”, 79, Dr. Annie Besant Road,Worli, Mumbai - 400 018.

Sub : E-mail updation

Dear Sir,

In view of the MCA Circular no. 17/2011 dated 21st April 2011, I/we :

Name of the sole / Joint holder(s) Father’s / Husband’s Name

holding ________________ nos. of shares of J. L. Morison (India) Limited vide Folio No. ___________________ DP ID / Client ID

________________________, do hereby wish to receive all future correspondence of the Company at the following e-mail ID :

E-mail ID : ___________________________________________________________

I/we hereby declare that the particulars given hereinabove are true, correct and complete. I/we hereby undertake to promptly informJ. L. Morison (India) Limited of any changes to the information provided hereinabove.

You are requested to please update the same in your records.

Thanking you,Yours truly,

Sole / First holder Second holder Third holder

(Specimen as registered with the Company)

Note : Kindly submit your e-mail ID by filling up and signing at the appropriate place provided hereinabove and furnishing this form :

i) by post; orii) by way of a scan copy through e-mail at [email protected]

The e-mail ID provided shall be updated subject to successful verification of your signatures.

J. L. Morison (India) LimitedRegd. Off. : ‘Rasoi Court’, 20, Sir R.N. Mukherjee Road, Kolkata - 700 001

(To be completed and presented at the Entrance)

ATTENDANCE SLIP

Regd. Folio No.

Client ID / DP ID

No. of Shares held

Name (of the attendingMember or Proxy) (IN BLOCK LETTERS), I hereby record my presence at 77th ANNUAL GENERAL MEETING of the Company, tobe held on Thursday, the 13th day of September, 2012 at 11.00 am at Kala Kunj, 48, Shakespeare Sarani, Kolkata – 700 017.

Member’s/Proxy’s Signature

Notes:

1. Interested Joint Members may obtain Attendance Slips from the Registered Office of the Company.

2. Members’ / Joint Members’ Proxies are requested to bring the Attendance Slips with them. Duplicate slips will not be issued atthe venue.

J. L. Morison (India) LimitedRegd. Off. : ‘Rasoi Court’, 20, Sir R.N. Mukherjee Road, Kolkata - 700 001

PROXY FORM

Regd. Folio No.

Client ID / D.P. ID

No. of Shares held

I/We of being a Member /

Members of J. L. Morison (India) Limited hereby appoint of

or failing him of

as my/our proxy to vote for me/us, on my /our behalf at the 77th ANNUAL GENERAL MEETING of the Company, to be held onThursday, the 13th day of September, 2012 at 11.00 a.m. at Kala Kunj, 48, Shakespeare Sarani, Kolkata – 700 017 or any adjournmentthereof.

Signed on day of 2012

Signature of member

Notes: This form must be deposited at the Registered Office of the Company not later than 48 hours before the time of AnnualGeneral Meeting.

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Affix15 paiseRevenue

Stamp

J L Morison Report 2011-12.pdf · Mrs. Sakshi Mody, a relative of Mr. Raghu Mody and Mr. Varunn...

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