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ANNUAL REPORT 2013-14 J L MORISON

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BOARD OF DIRECTORS RAGHU NANDAN MODY CHAIRMAN

VARUNN MODY DIRECTOR (Upto 29th May, 2014)

BIPIN VENGSARKAR EXECUTIVE DIRECTOR (w.e.f. 1st November, 2013)

SAKSHI MODY EXECUTIVE DIRECTOR (w.e.f. 29th May, 2014)

ATUL TANDAN DIRECTOR

SANJAY KOTHARI DIRECTOR

BRIJ GOPAL ROY DIRECTOR (w.e.f. 29th May, 2014)

SHAMSUNDER AGGARWAL DIRECTOR (upto 13th February, 2014)

SOHAN SARDA CHIEF FINANCIAL OFFICER

KULDIP BALASIA V. P. - CORPORATE & COMPANY SECRETARY

& COMPLIANCE OFFICER

BANKERS CANARA BANK

AUDITORS HARIBHAKTI & CO.CHARTERED ACCOUNTANTS

MUMBAI – 400 059

SOLICITORS KHAITAN & CO.

REGISTERED OFFICERASOI COURT,

20, SIR R. N. MUKHERJEE ROAD,

KOLKATA – 700 001

PHONE: (033) 2248 0114/5

FAX: (033) 2248 1200

E-MAIL: [email protected]

WEBSITE: www.jlmorison.com

HEAD OFFICEPENINSULA BUSINESS PARK, TOWER “A”,

8TH FLOOR, SENAPATI BAPAT MARG,

LOWER PAREL, MUMBAI - 400 013

PHONE: (022) 6141 0300

FAX: (022) 2495 0317

E-MAIL: [email protected]

WEBSITE: www.jlmorison.com

BRANCHESMUMBAI

KOLKATA

NEW DELHI

CHENNAI

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

WALUJ, AURANGABAD – 431 136

MAHARASHTRA

79th Annual General Meeting of the Company will be held

on Thursday, the 11th day of September, 2014 at 11.00 a.m.

at Kala Kunj, 48, Shakespeare Sarani, Kolkata – 700 017

CONTENTSPage No.

Notice .................................................................................. 2

Directors’ Report ................................................................11

Report on Corporate Governance ..................................... 18

Management Discussion and Analysis ............................. 25

Auditors’ Report ................................................................ 27

Balance Sheet ...................................................................30

�� ............................................ 31

Cash Flow Statement ....................................................... 32

Notes on Financial Statements ......................................... 33


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J. L. Morison (India) LimitedCIN: L51109WB1934PLC088167

�� !�"#��$��%'"��*�+��;��<�'��=�>>?��QZ��;;Q[\��]�^��=�>>?��QZ�;��_`��'��[email protected], Website: www.jlmorison.com

NOTICENOTICE is hereby given that the 79th Annual General Meeting of the members of J. L. Morison (India) Limited will be held on Thursday, the 11th day of September, 2014 at 11.00 a.m. at Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017 to transact the following businesses:

ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Balance Sheet as at 31st�!��#��;Q��#�� #��

year ended on that date and the Reports of the Directors’ and Auditors’ thereon.

�� <��'��q��x��z��#��#�� '�z��>;st March, 2014.

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

4. To re-appoint M/s. Haribhakti & Co., Chartered Accountants, Mumbai (having FRN 103523W), as Statutory Auditors of the ��{��z��#'�� #��'��#��|��'�}��'�!��{��#��'��^��|��'�}��'�!�� ^��#��

SPECIAL BUSINESS:\�� <��#��#�� {��~��#��~��#�� =�?��#��''~��'��Ordinary Resolution:

“RESOLVED THAT Mr. Bipin Vengsarkar (DIN:00129822), who was appointed as an Additional Director of the Company w.e.f. 1st November, 2013 pursuant to the provisions of Section 260 of the Companies Act, 1956 and in accordance with the provisions �|��'��|��#��{��z��#'�� #��{��#��|��'�}��'�!��#��{��z�and in respect of whom the Company has received a notice in writing along with the requisite deposit from a member as required ��;��#��{��|��;>��z��#��{�{��#��#�� #��Company, be and is hereby appointed as a Director of the Company, who shall be liable to retire by rotation.”

�� <��#��#�� {��~��#��~��#�� =�?��#��''~��'��Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules ��;Q�=��'��z��z�� =�?��`��=�?��#��#��?��#��{{��!��{��"��_^��q��#��{��z��{��>�=�#��?�z��~��;st November, 2013 be and is hereby approved on the following terms and conditions:

Sr. No. Particulars Details of Remuneration1. Salary `1,25,000/- per month and other allowance of `1,21,250/- per month with an increase

which may be decided by the Board of Directors from time to time, within the limits as �{�� #��'��#��{��|��;>�

2. !��'�_^{�� '��^{��^��`15,000/- per annum;

3. Leave Travel Concession |��{��'��#��{��z��^��` 50,000/- per annum.

4. Provident and other funds including gratuity

As per rules of the Company’s Scheme.

5. Motorcar !��~��#��q��~�''��{�q��

6. Leave a. Leave will be entitled as per the rules of the Company as are applicable to other staff members of his category.

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

RESOLVED FURTHER THAT� ��#��q��z�'��x��z��{� ��z� ��'�z��#��!��{��"��_^��q��#��{��z��#��{{�q��z��#��'��#�''��{�z��'��minimum remuneration to him as per the provisions of Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things, as may be required for the purpose of giving effect to this resolution.”

+�� <��#��#�� {��~��#��~��#�� =�?��#��''~��'��Ordinary Resolution:

“RESOLVED THAT Mr. Brij Gopal Roy (DIN: 00771713), who was appointed as an Additional Director (Independent) of the Company w.e.f. 29th May, 2014 pursuant to the provisions of Sections 149 and 161 read with Schedule IV and all other applicable {�q��z��#��{��|��;>��{��=|{{��'� ��?��'��;Q�=��'��z��z�� =�?��`��=�?� �#��#��?��~��#��#��{�q��


3

|��'��|��#��{��z��#'�� #��{��#��|��'�}��'�!��#��{��z�and in respect of whom the Company has received a notice in writing along with the requisite deposit from a member as required ��;��#��{��|��;>��z��#��{�{��#��#�� #��{��z��#��z��{{��{��#��{��z��#'�� #��{��Zth May, 2019, who shall not be liable to retire by rotation.”

Z�� <��#��#�� {��~��#��~��#�� =�?��#��''~��'��Ordinary Resolution:

“RESOLVED THAT Mrs. Sakshi Mody (DIN: 06518139), who was appointed as an Additional Director of the Company w.e.f. 29th May, 2014 pursuant to the provisions of Sections 152 and 161 and all other applicable provisions, if any, of the Companies |��;>��{��=|{{��'� ��?��'��;Q�=��'��z��z�� =�?��`enactment(s) thereof for the time being in force) and in accordance with the provisions of Articles of Association of the Company, #'�� #��{��#��|��'�}��'�!��#��{��z��{��~#��#��{��z�#��received a notice in writing along with the requisite deposit from a member as required under Section 160 of the Companies Act, ��;>��z��#��{�{��#��#�� #��{��z��#��z��{{��a Director of the Company, who shall not be liable to retire by rotation.”

�� <��#��#�� {��~��#��~��#�� =�?��#��''~��'��Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and Schedule V and all other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 =��'��z��z�� =�?��`��#��#��?��#��{{��!��"�#��!�z��_^��q��#��{��z��{��>�=�#��?�z��~��th May, 2014 be and is hereby approved on the following terms and conditions:

Sr. No. Particulars Details of Remuneration1. Salary ` 1,82,000/- per month and other allowance of ` 43,665/- per month with an

increase which may be decided by the Board of Directors from time to time, within �#��'��{�� #��'��#��{��|��;>�

2. !��'�_^{�� '��^{��^��` 30,000/- per annum;

b. Medical insurance premium for self, spouse and dependent children – upto ` 5,00,000/- per annum;

c. Personal Accident insurance premium for her and spouse – upto ` 5,00,000/- per annum.

3. Leave Travel Concession |��{��'��#��{��z��^��` 2,00,000/- per annum.

4. Provident and other funds including gratuity

As per rules of the Company’s Scheme.

5. Motorcar !��~��#��q��~�''��{�q��

6. Leave encashment Encashment of leave accumulation as per the rules of the Company.

7. Commission Such amount as may be decided by the Board of Directors of the Company from time to time, subject to limits prescribed under Companies Act, 2013.

RESOLVED FURTHER THAT� �� #��q�� x��z��{� �� z� ��'�z�� #��z��q��!��"�#��!�z��_^��q��#��{��z��#��{�z��'��z��{��x��#��allowances as approved by this resolution shall be payable as minimum remuneration.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary to give effect to the above resolution.”

;�� <��#��#�� {��~��#��~��#�� =�?��#��''~��'��Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 and 160 read with Schedule IV and all other applicable {�q�� z�� #�� {�� |�� ;>� �� {�� =|{{�� '� �� ?� ��'�� ;Q�=��'��z��z�� =�?��`��=�?��#��#��?��!��|��'�<��=��;�\��+?��#��{��z��~#�� '��'��z��{��~#��#��{��z�#��received a notice in writing along with requisite deposit from a member as required under Section 160 of the Companies Act, 2013 signifying his intention to propose the appointment of Mr. Atul Tandan as an Independent Director of the Company, be and ��#��z��{{��{��#��{��z��#'�� #��{��>;st March, 2019, who shall not be liable to retire by rotation.”

;;�� <��#��#�� {��~��#��~��#�� =�?��#��''~��'��Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 and 160 read with Schedule IV and all other applicable {�q��z��#��{��|��;>��{��=|{{��'� ��?��'��;Q�=��'��z��z�� =�?��`��=�?��#��#��?��!��$�z�%�#��=��\Z>;�?��of the Company, who retires by rotation at the Annual General Meeting and in respect of whom the Company has received a notice in writing alongwith requisite deposit from a member as required under Section 160 of the Companies Act, 2013 signifying


4

his intention to propose the appointment of Mr. Sanjay Kothari as an Independent Director of the Company, be and is hereby �{{��{��#��{��z��#'�� #��{��>;st March, 2019, who shall not be liable to retire by rotation.”

;�� <��#��#�� {��~��#��~��#�� =�?��#��''~��'��Special Resolution:“RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, ��;>�=��#��|��?��~��#��{��=!��~��?��'��;Q�=��'��z��z�� =�?�or re-enactment(s) thereof for the time being in force), and the Articles of Association of the Company and subject to such approvals, sanctions and consents (hereinafter referred to as the “Approvals”) as may be required from such authorities and institutions or bodies and such conditions as may be prescribed by any of them while granting such approval, which may be agreed to, in its sole discretion, by the Board of Directors of the Company (hereinafter referred to as “the Board” which term �#�''��'��z��=�?��[��z��#��^��{~��'��{~��z��#��'��[��'z��#��{��#��#��^��#��{~��the Board by this resolution), consent of the members of the Company be and is hereby accorded to the Board to borrow in any ��z��z��#��#��z�� notwithstanding that the moneys to be borrowed by the Company together with the moneys already borrowed or to be borrowed (apart from temporary loans and other credit facilities obtained or to be obtained from the Company’s bankers in the ordinary ��?��~#��#��~�''��z��^��#��#��{��{��{��'��q��#��z��q��{��z��{�� {��{��{�q��#��#��^��z��~��z��#�''��^��#��` 100 Crores (Rupees One Hundred Crores only).

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts and deeds as may be required to give effect to the above resolution from time to time.”

;>�� <��#��#�� {��~��#��~��#�� =�?��#��''~��'��Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any of the Companies |��;>�=��#��|��?��~��#��{��=!��~��?��'��;Q�=��'��z��z�� =�?�or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” ~#��#� ��#�''�� '��z��=�?��[��z� �#�� ^�� {~��'��{~��z��#��'��[��'z��#��{��#��#��^��#��{~��conferred on the Board by this resolution) to mortgage and/or to create charge in any manner, on all or any of the immovable and/or moveable assets including outstanding monies, receivables, claims, bills, documents, contracts, engagements, securities, investments and rights of the Company both present and future of the Company for securing any loan obtained or as may be obtained from any Bank or any Consortium of Banks or Financial Institutions or funds or any person or body(ies) together with ��#��^{��z��#��z=��?�{�z��'��z��#��{��z��#��z�'��"��z��#��[��{��#��#��z�� #��#��{��z�{�q��#��#��'��z�{��[��#�''��^��#��'��{{�q��180(1)(c) of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts and deeds as may be required to give effect to the above resolution from time to time.”

;Q�� <��#��#�� {��~��#��~��#�� =�?��#��''~��'��Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions, if any, of the Companies Act, ��;>��~��#��{��=��{��?��'��;Q�=��'��z��z�� =�?��`��=�?��#��#��time being in force), the new set of Articles of Association be and is hereby approved and adopted as new Articles of Association ��#��{��z��{'��^�'��#��^��|��'��|��#��{��z�

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take all such steps and ��#��{��{��"��''��#� '��z��x��'��#��to the Articles of Association of the Company and further to do all such acts, deeds, matters and things as may be deemed necessary to give effect to this resolution.”

;\�� <��#��#�� {��~��#��~��#�� =�?��#��''~��'��Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 181 and all other applicable provisions, if any, of the Companies |��;>��~��#��{��=!��~��?��'��;Q�=��'��z��z�� =�?��`enactment(s) thereof for the time being in force), consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company to contribute, donate, subscribe or otherwise provide assistance from time to time to any body, institution, society, person, trust or fund for any charitable or other purposes upto a total amount of ` 5 crores (Rupees Five ��'z?��\��#��{��z��q��{� ��#��#��'z�{�� '�z��~#��#�q��#��#��

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary to give effect to the above resolution.”

;�� <��#��#�� {��~��#��~��#�� =�?��#��''~��'��Special Resolution:

“RESOLVED THAT consent of the members of the Company be and is hereby accorded to appoint M/s. CB Management Services ��q��#�q�� `��'��%'"��*�+��;��#��#��<��|��#��{��z��{'��^��#��<��|��![��]��'��q��!��


5

RESOLVED FURTHER THAT pursuant to the provisions of Section 94 and all other applicable provisions of the Companies Act, ��;>�=��#��|��?��~��#��{��=!��|��?��'��;Q�=��'��z��z�� =�?�or re-enactment(s) thereof for the time being in force), consent of the members of the Company be and is hereby accorded ��#��=#��?��#��{��z��"��{��#��!��#��~��#��^��{��{�q��ZZ��#��|��<��#�� ![��!��q��q��#�q�� `��'��%'"��*�+��;��{'��#��#��#�� #��{��z��#��z��z��#��

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may be required for the purpose of giving effect to this resolution.”

By Order of the Board of Directors

Place: Mumbai Kuldip BalasiaDate: 29th May, 2014 V. P. - Corporate & Company Secretary �� Rasoi Court,20, Sir R. N. Mukherjee Road, Kolkata - 700 001

NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES

TO ATTEND AND VOTE, IN CASE OF POLL ONLY, ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXIES, IN ORDER TO BE VALID, SHOULD BE DULY COMPLETED, STAMPED AND SIGNED AND MUST BE LODGED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING��|�{��^z��#�'��^�� z��#'��#��aggregate not more than ten percent of the total share capital of the company carrying voting rights provided that a member holding more than ten percent of the total share capital of the company carrying voting rights, may appoint a single person as {�^z��#�{��#�''��{�^z��z��#��{��

�� <#��{��;��#��{��|��;>��{��{��'��^��#��part of the Notice.

>�� {��x��'z�� {z��#��'��{��;;>��#��{��Act, 2013 authorizing their representative to attend the Annual General Meeting.

4. Brief resume of the Directors proposed to be appointed/re-appointed at the ensuing Annual General Meeting in terms of Clause Q��#��|��^��#��

5. Members are requested to forward all Share Transfers and other communications to the Registrar & Share Transfer Agents (RTA) of the Company and are further requested to always quote their Folio Number in all correspondences with the Company.

6. (a) Register of Members and the Share Transfer Books of the Company will remain closed from Wednesday, 10th September, 2014 to Thursday, 11th September, 2014 (both days inclusive) for determining the name of members eligible for dividend on Equity Shares, if approved by the members at the ensuing Annual General Meeting.

(b) The dividend on Equity Shares, if declared at the Annual General Meeting, will be credited / dispatched between 22nd September, 2014 and 26th September, 2014 to those members whose names shall appear on the Company’s Register of Members on 11th September, 2014; in respect of the shares held in dematerialized form, the dividend will be paid to members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services =��?��=��?�� '�~��#��

+�� <#�� '�� q�� {� �� #�� '� z�� \`�� #�� #�� q�� _�� Fund (IEPF) as required under Section 205-A and 205-C of the Companies Act, 1956. The balance amount lying in Unpaid �� !"#�$��%��'��*��$��in the month of November, 2014 as per the requirements under Section 124 of the Companies Act, 2013 read with Companies (Declaration & Payment of Dividend) Rules, 2014. The members whose dividend remained unclaimed for �� +�� 6��$��$$��$��'�$7��;

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

�� !��~#�#'��#��'��x��#��'�� attendance at the meeting.

10. The members holding shares in identical order of names in more than one folio are requested to write to the Company/RTA ��'��#��#�� '��#��{��z��'��#��#'��'��q��

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

12. To comply with the provision of Section 88 of the Companies Act, 2013 read with Rule 3 of the Companies (Management and Administration) Rule 2014, the Company is required to update its database by incorporating some additional details of its members.


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You are thus requested to submit your e-mail ID and other details vide the e-mail updation form attached in this Annual Report. <#��'��z� ''��{��#��{{�{��{'��#��#��z�{��

<#��`��'��{�q��#�''��{��$��'�q�� z��{��q��'��'��~��#��#��RTA of the Company.

13. The Register of Directors’ Share holdings maintained under Section 170 and Register of Contract or arrangements in which ��;Z��#��{��|��;>��{��{��#�� #��{��z��#�� #��''�~�"��z��~��;;��;��{��{��#��#��|��'�}��'�Meeting and will be open for inspection during the Annual General Meeting also.

14. Members desirous of getting any information about the accounts and operations of the Company are requested to address their x��#��{��z��z[��{'�� #�� #��{��z��'��z��q��the meeting so that the information required may be made readily available at the meeting.

15. The Notice of the 79th Annual General Meeting and instructions for e-voting and Assent/Dissent Form along with the Attendance �'�{��^z�]��z��'��''��~#��'��~��#��#��{��z[Depository Participant(s) unless member has requested for hard copy of the same. For members who have not registered their email IDs, physical copies of the aforesaid documents are being sent by courier.

In pursuance of Clause 49(IV) (G) of the Listing Agreement details of directors seeking appointment/re-appointment at ensuing Annual General Meeting are as follows:1. Mr. Raghu Nandan Mody, ��+\�z��q��z��#��q��Q��z��^{��

leading industrialist.

He is also director in Rasoi Ltd., Hindustan Composites Ltd., Indian Vanaspati Producers Association, Prabhukripa Overseas ��_^{��q��

��'��_^��q��!��|��q��{��!��|��=|�!|?�

He is a member of Audit Committee in Hindustan Composites Ltd. and Rasoi Ltd. and also member of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Company.

As on 31st March, 2014, Mr. Raghu Nandan Mody holds 250 Equity Shares of the Company.

2. Mr. Bipin Vengsarkar, aged 56 years, is a Master in Science followed by Masters in Management studies from NMIMS, Bombay University. ��_^��q��#��'��~��#��#��{��z��''��z��

!��"��#��q��>��z��^{��q�� '�q�'�� '��}��'��<#��companies that he has worked are Roche, Voltas (including the Pepsi JV & Allwyn subsidiary), Scholl JVs (with Piramal & TTK-��}?��#��'��!�''~��z��"��]��]��'��z��^{��{��q��Consumer goods categories like Pharmaceuticals, Cosmetics, Food & Beverages, OTC Healthcare, Diapers & Refrigerators working in both B-to-C & B-to-B space.

He is not director in any other company and does not hold any position as member/chairman in any Committees of the Company.

As on 31st March, 2014, Mr. Bipin Vengsarkar does not hold any share in the Company.

3. Mr. Brij Gopal Roy, aged 74 years, is Management Consultant and Chartered Accountant by profession has held various senior positions in a leading German MNC - Siemens Ltd. in the areas of Finance, Accounting, Organisation, Telecom and General Management. He was also Managing Director of Siemens Telematik Ltd., Calcutta and Siemens Telecom Ltd., New Delhi at ��#��{��#��q��^{��!��~��'��'�Director of the Calcutta chapter of Indo-German Chamber of Commerce.

He is also director in Rasoi Ltd., Otto Projects Pvt. Ltd., Berlins Bakery Pvt. Ltd., S.G.N. Technologies India Pvt. Ltd., Synergy Industrial Services Pvt. Ltd. and Witzenmann (India) Pvt. Ltd.

He does not hold any position as member/chairman in any Committees in the companies, where he is a director.

Mr. Brij Gopal Roy does not hold any shares in the Company.

4. Mrs. Sakshi Mody��z��#��#�'��#��q��z��|��#��~��^{��working in different types of media like print, television, online and Public Relations. She joined the Company in April 2011 as General Manager - Corporate and has been looking after the Own Brands Division as Business Head since than.

She is also director in Alipore Consultants Ltd.

She does not hold any position as member/chairman in any Committees in the companies, where she is a director.

Mrs. Sakshi Mody does not hold any shares in the Company.

5. Mr. Atul Tandan, aged 66 years, Director of the Company, is B. Tech from IIT Bombay and PGDBA from IIM Ahmedabad. He #��#��q��^{��!��"��

He is also director in ASAPP Media Private Limited, Cadila Pharmaceuticals Limited and IPFonline Limited. He is Chairman of Stakeholders Relationship Committee and member of Audit Committee and Nomination and Remuneration Committee of the Company.

As on 31st March, 2014, Mr. Atul Tandan holds 100 Equity Shares of the Company.


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6. Mr. Sanjay Kothari, aged 50 years, is Chartered Accountant, Cost Accountant and Company Secretary and has also done ��{'��]��#��+�z��^{��]��<�^��

The details of his directorships in the other companies and chairmanship/membership in Committees of other companies including the Company are as mentioned below:

Sr. No.

Name of the Companies Details of directorship/chairmanship/ membership in Companies

1. Sound Capital Markets Limited Director

2. Chartered Finance & Leasing Limited Director

3. System International Private Limited Director

4. Anantroop Financial Advisory Services Private Limited Director

5. Dwarkadhish Trading Private Limited Director

6. Shriram Properties Private Limited Director

7. Clean Science and Technology Private Limited Director

8. The West Coast Paper Mills Limited Director and

Member – Audit Committee

Member – Nomination & Remuneration Committee

9. Golden Quadrilateral Financial Advisory Services Private Limited

Director

10. Parthasarathi Financial Advisory Services Private Limited Director

11. Kartavya Financial Advisory Services Private Limited Director

12. Parthasarathi Investment Advisors Private Limited Director

13. Tathastu Financial Advisory Services Private Limited Director

14. J. L. Morison (India) Limited Director and

Member – Audit Committee

Member – Nomination & Remuneration Committee

Member – Stakeholders Relationship Committee

As on 31st March, 2014, Mr. Sanjay Kothari does not hold any shares in the Company.

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:��$<��;=>��Mr. Bipin Vengsarkar was appointed as an Additional Director of the Company w.e.f. 1st November, 2013. Mr. Bipin Vengsarkar,

aged 56 years, is a Master in Science followed by Masters in Management studies from NMIMS, Bombay University. He returned as

_^��q��#��'��~��#��#��{��z��''��z��

!��"��#��q��>��z��^{��q��'�q�'��'��}��'��<#��{��

that he has worked are Roche, Voltas (including the Pepsi JV & Allwyn subsidiary), Scholl JVs (with Piramal & TTK-LIG), before

#��'��!�''~��z��"��]��]��'��z��^{��{��q��

categories like Pharmaceuticals, Cosmetics, Food & Beverages, OTC Healthcare, Diapers & Refrigerators working in both B-to-C &

B-to-B space.

Pursuant to the provisions of Section 260 of the Companies Act, 1956 read with Section 161 of the Companies Act, 2013, Mr. Bipin ��"��#'�� #��{�� #�� #��|��'�}��'�!��<#��{��z�#�� q��'��~��#��x��{��;��#��{��|��;>�{�{��#��#��

!��{��"��'��{{��_^��q��#��{��z��#��{��>�=�#��?�z��~��;st November, 2013 on the terms and conditions as provided in the resolution as set out at item no. 6 of the Notice.

The Board recommends the resolutions as set out at item nos. 5 & 6 of the Notice for your approval.

_^��{��!��{��"�� #��%�z�!��'��'��z��{��z�� '��q�� [�%�z�Managerial Personnel are concerned or interested in the said resolutions.

��$<�;��Mr. Brij Gopal Roy was appointed as an Additional Director of the Company w.e.f. 29th May, 2014. Mr. Brij Gopal Roy, aged 74 years, is Management Consultant and Chartered Accountant by profession has held various senior positions in a leading German MNC - Siemens Ltd. in the areas of Finance, Accounting, Organisation, Telecom and General Management. He was also Managing Director of Siemens Telematik Ltd., Calcutta and Siemens Telecom Ltd., New Delhi at different times of his career and possesses rich and q��^{��~��'��'��#��'��#�{��`}��#��of Commerce.

��#��{�q��;�;��#��{��|��;>��!��$�}{�'��z�#'�� #��{��#��#��Annual General Meeting. The Company has received a notice along with requisite deposit from a member under Section 160 of the ��{��|��;>�{�{��#��#��


8

In terms of provisions of Section 149 and 152 of the Companies Act, 2013 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and he shall not be liable to retire by rotation.

��#��{��#��!��$�}{�'��z��{�{��{{��{��' ''��#��{�� in the Act and the rules made thereunder and is independent of the management.

The Board recommends the resolution as set out at item no. 7 of the Notice for your approval.

_^��{�� !�� $� }{�'� �z�� #�� %�z� !��'� ��'� � z�� {��z� �� '��q�� [� %�z�Managerial Personnel are concerned or interested in the said resolution.

Item Nos.8 & 9:Mrs. Sakshi Mody was appointed as an Additional Director of the Company w.e.f. 29th May, 2014. Mrs. Sakshi Mody, aged 29 years, #��#�'��#��q��z��|��#��~��^{��~�"��z{��'�"��print, television, online and Public Relations.

��#��{�q��;�;��#��{��|��;>��!��"�#��!�z�#'�� #��{��#��#��Annual General Meeting. The Company has received a notice along with requisite deposit from a member under Section 160 of the ��{��|��;>�{�{��#��#��

!��"�#��!�z��'��{{��_^��q��#��{��z��#��{��>�=�#��?�z��~��th May, 2014 on the terms and conditions as provided in resolution as set out at item no. 9 of the Notice.


_^��{��!��"�#��!�z��#��%�z�!��'��'��z��{��z��'��q��[�%�z�!��'�Personnel are concerned or interested in the said resolutions.

Item Nos.10 & 11:Mr. Atul Tandan and Mr. Sanjay Kothari were appointed as Independent Directors of the Company on 18th June, 2003 and 5th August, ��;;��{��q�'z��<#�� '��'��z��|��'�}��'�!��{��{{��

In terms of provisions of Section 149 and 152 of the Companies Act, 2013 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and he shall not be liable to retire by rotation.

To comply with the above provisions, it is proposed to appoint Mr. Atul Tandan and Mr. Sanjay Kothari as Independent Directors of �#��{��z��#'�� #��{��{��>;st March, 2019, who shall not be liable to retire by rotation.

Mr. Atul Tandan and Mr. Sanjay Kothari have given the requisite declarations pursuant to Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. The Company has also received notices along with requisite deposit under Section 160 of the Companies Act, 2013 proposing their candidature ��#�� {��

��#��{��#��!��|��'�<��!��$�z�%�#��{�{��{{��{��' ''��#��{�� #��|��#��'��#��{��#��

Brief resume of the Independent Directors proposed to be appointed as stipulated under the Clause 49 of the Listing Agreement with ��_��<#��'��"�_^�#��|��'��"�_^�#��q��#��^��to the Notice.


_^��{��!��|��'�<��!��$�z�%�#��#��%�z�!��'��'��z��{��z��'��q��Directors/ Key Managerial Personnel are concerned or interested in the said resolutions.

Item Nos.12 & 13:In order to meet the future requirements of funds, which may arise on account of the plans/programs/business, the Company ��z��x��#��'��[��~�� '��"��#��]��#��#�borrowings, the Company may be required to create charge/mortgage/hypothecation on all or any of its movable and/or immovable assets, both present and future as may be required from time to time.

In terms of the provisions of Section 180(1)(c) &180(1)(a) of the Companies Act, 2013, the Company needs to take approval of members of the Company for increasing the borrowing powers and authority to create charge / mortgage on the assets of the ��{��z��#��z=��?��~�� '��"��#�� '��it is proposed to take your approval for a limit upto ` 100 Crores.

The Board recommends the resolutions as set out at item nos.12 & 13 of the Notice for your approval.

None of the Directors, Key Managerial Personnel of your Company or relatives of Directors/ Key Managerial Personnel are concerned or interested in the said resolutions.

Item no. 14:The Articles of Association (“AoA”) of the Company as presently in force are based on the Companies Act, 1956 and several regulations ��#��^��||��{�� #��{��|��;�\��#��#��{��|��2013, various provisions of the Companies Act, 1956 have become ineffective and in view of the same, the AoA of the Company


9

needs to be re-aligned as per the provisions of the new Act.

The Board of Directors at its meeting held on 29th May, 2014 decided to incorporate/substitute/alter certain provisions as per the latest ��#��{��|��;>��|��#��~�'��'��#��#��^��||��#��{��z��~��{��~��||��{'��^�'��#��^��||��#��{��z�

In terms of Section 14 of the Companies Act, 2013, the consent of the Members by way of Special Resolution is required for adoption of new set of AoA of the Company.

|��{z��#��{�{��~��||��#��{��z�~�'��q��'��'��{��#�� #��{��z��#�� #��''�~�"��z��~��;;��;��{��{��#��#��|��'�}��'�!��the Annual General Meeting.


None of the Directors, Key Managerial Personnel of your Company or relatives of Directors/ Key Managerial Personnel are concerned or interested in the said resolution.

Item No. 15:Your Company, in view of its obligation to the society at large, feels that it should contribute and / or subscribe from time to time for charitable or other purposes. In terms of the provisions of Section 181 of the Companies Act, 2013, any amount contributed to ��z��#��'��#��^��\��= q�?��#��{��z��q��{� ��#��#��'z�{�� '�z��{��{{�q�'��#��#��{��z��#��z��{{�q�'��#��#��{��z��#��z��#��{��z��^��#��'��{��#��

Approval of the members is sought for making such contributions from time to time as may be decided by the Board.


None of the Directors, Key Managerial Personnel of your Company or relatives of Directors/ Key Managerial Personnel are concerned

or interested in the said resolution.

��$<�;?��Presently, M/s. Datamatics Financial Services Limited, Mumbai is working as Registrar & Share Transfer Agents (RTA) of the ��{��z��<#�� #��{��z��%'"��'�

In order to provide effective services in a timely manner and for the convenience of the shareholders at large, the Company is proposing to change its RTA from M/s. Datamatics Financial Services Limited, Mumbai to M/s. CB Management Services Private Limited, Kolkata.

|��{��{�q��Q��#��|��#��!��#��~��#��^��{��{�q��ZZ��#��|��<��#�'��"�{��#�� #��{��z��~�q��#��{��z��z�{��{��'��'��"��{��#��{'��#��#��

��#��{{�q�'��#��#��Q��#��|��"��{��#��q��#�� ![��!��q��q��%'"��{'��#��#��#�� #��{��z�


None of the Directors, Key Managerial Personnel of your Company or relatives of Directors/ Key Managerial Personnel are concerned or interested in the said resolution.

��@��<�Q�<#��Z�@��<#��@!Z<��;�>[The details as required under proviso (iv) to Clause B of Part II of Schedule V to the Companies Act, 2013 are given below:

I. General Information:

1. Nature of Industry The Company is engaged in the business of marketing and distribution of personal care, life style and FMCG products.

2. �� ^{�� commercial production

<#��{��z��^��{��z��{��;�>Q�

3. �� ~� ��{�� ^{�� commencement of activities as per project �{{�q��z� ��'��{{��#��prospectus

N.A.

4. Financial performance based on given indicators EPS: ` 17.30Return on Networth: 3.14%

5. Foreign investments or collaborations, if any. Nil


10

II. Information about the appointees:A. Mr. Bipin Vengsarkar

1. Background details Mr. Bipin Vengsarkar, aged 56 years, is a Master in Science followed by Masters in Management studies from NMIMS, Bombay University. ��_^��q��after his earlier stint with the Company till January 2009. Mr. Vengsarkar has over 30 z��^{��q��'�q�'��'��}��'��The companies that he has worked are Roche, Voltas (including the Pepsi JV & Allwyn subsidiary), Scholl JVs (with Piramal & TTK-LIG), before his earlier stint in JLM followed by ��"��]��]��'��z��^{��{��q��goods categories like Pharmaceuticals, Cosmetics, Food & Beverages, OTC Health care, Diapers & Refrigerators working in both B-to-C & B-to-B space.

2. Past Remuneration ` 30,00,000/- per annum

3. Recognition or awards !��{��"��#�q��^{��#��z��~#��#��#��{��z�operates.

4. ��{� '��#��'��z Being a professional (Master in Science and Masters in Management studies) and #�q��^{��~��#��{��z��#��~�''��'��#��#��{��'��

5. Remuneration proposed `>��[`�{��=�{{�^�?

6. ��{��q��{� '��with respect to industry, size � �#�� {��z�� {� '�� #��position and person (in case of �^{�� #�� '�q�� '��would be with respect to the country of his origin)

At par with the industry standards in which the Company operates.

7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any

No relationship with any promoter, directors or managerial personnel.

B. Mrs. Sakshi Mody

1. Background details Mrs. Sakshi Mody, aged 29 years, has done Bachelors from the ��q��z��|��#��~�� ^{��working in different types of media like print, television, online and Public Relations.

2. Past Remuneration ` 24,00,000/- per annum

3. Recognition or awards !�� "�#�� !�z� �� #�q�� ^{�� #�� z� ��which the Company operates.

4. ��{� '��#��'��z ��{��'�=!�|?��#�q��^{��~��#��{��z��she will be able to discharge her responsibilities.

5. Remuneration proposed ` >��[`�{��=�{{�^�?

6. ��{��q�� {� '�� ~��#� ��{�� z��#��{��z��{� '��#��{��{��=��^{��#��'�q��'��would be with respect to the country of her origin)

At par with the industry standards in which the Company operates.

7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any

She belongs to promoter group of the Company.

III. Other information:1. ��'��x��{� �� N.A.2. Steps taken or proposed to be taken for improvement N.A.3. _^{�� {��q��z� �� {� ��

measurable terms.N.A.

By Order of the Board of Directors

Place: Mumbai Kuldip BalasiaDate: 29th May, 2014 V. P. - Corporate & Company Secretary �� Rasoi Court,20, Sir R. N. Mukherjee Road, Kolkata - 700 001


11

DIRECTORS’ REPORTToThe MembersJ. L. Morison (India) LimitedYour Directors have pleasure in presenting the 79th Annual Report

��]��'��#��{��z��#�� '�z��

ended on 31st March, 2014.

FINANCIAL HIGHLIGHTS: (` in Lacs)

Sr. No.

Particulars CurrentYear

ended on 31/03/2014

PreviousYear

ended on31/03/2013

1. Total Revenue (net) 9,392.86 11,973.27

2. �� ]��

Depreciation & Amortization

�^{��^

475.74 409.93

3. Finance Cost 43.98 107.87

4. Depreciation and Amortization

�^{��

107.56 101.03

5. �� ^��{��'��

��^

324.20 201.03

6. ��q��^ 90.01 58.41

7. �� ^ 234.19 142.62

8. ��'��{� ��{��'��

Balance Sheet

160.81 34.05

9 Balance available for appropriation 395.00 176.67

10. Proposed dividend 13.65 13.65

11. ��q��<�^ 2.32 2.21

12. Transfer to General Reserve - -

13. Transfer to Balance Sheet 379.03 160.81

DIVIDEND:��#�� '�{��#��{��z��z��

recommend a dividend of ` 1/- (10%) per share (Previous year –

` 1/- (10%) per share) for the year 2013-2014.

PERFORMANCE:All the 3 divisions of the Company performed quite well, considering the highly competitive categories that they operate in.

Health Care – This Division primarily focuses on the specialized Oral Care category and is dominated by the long & trusted �� _�� '�� '�� Switzerland. The medicated toothpaste for sensitive teeth sold under this brand has been consistently growing over the last few years inspite of aggressive OTC promotions and mass advertising by International brands.

The division through its Professional sales team shares a good rapport and relations with Dentists who support the brand �� z�

Life Style – This Division caters to the selling & distribution needs of 2 international partners viz.,

� ;�� <��*��'�z�z��#��

Deo Body Sprays & EDT Perfumes.

� �� *� ��{�� '��

products.

��#� �#�� '��#�� _��z��'� �� '��z�� #�� ''z� �� {�� to invest heavily in the range to ensure steady growth over the coming years. This is being viewed as the range for future growth and is being very aggressively supported through TV ��q��<��{{��<#��#��the highest growth this year. The other products in the range have also shown good growth.

<#��'�z�z��{��''z��#��z��{��z��this category both in the General Trade & Modern Trade. In spite ��{�� {{'�� ~��#�� #�� '�z�z�� has shown growth in the Channels that the Division operates.

A major breakthrough was achieved with the signing of a new �� #�� "�� #�� ]�� the house of Shahnaz Husain in December 2013. It will be a renewed launch in the coming Financial year with a totally new-'"��{�q��'��#��]��{'��fairer plus healthier skin. The Division is fully geared to meet the challenges in this highly competitive category.

�~�� *�<#�� #�� q�� ^{�� #��z��#��!��z��the efforts made in the last couple of years has resulted in good ��~�#�� |'�� ~��#� �#�� ^{�� #�� z� ��appliances, the Company has also forayed in to a new range of products like Breast pumps, Nipple shields /pullers for the mothers.

<#��{��z��^{'��~��{{��#�''�assign the same to the respective Divisions depending on the infrastructural strength of each to match the Category/Channel.

DIRECTORS:During the period under review, the Board of Directors of the Company appointed Mr. Bipin Vengsarkar as an Additional ��'��_^��q��#��{��z��period of 3 (three) years w.e.f. 1st November 2013. Further, the Board of Directors of the Company appointed Mr. Brij Gopal Roy and Mrs. Sakshi Mody as Additional Directors of the Company w.e.f. 29th May 2014. Mrs. Sakshi Mody is also appointed as an _^��q��#��{��z��{��>�=�#��?�z��w.e.f. 29th May 2014.

In terms of provisions of Section 161 of the Companies Act, 2013, Mr. Bipin Vengsarkar, Mr. Brij Gopal Roy and Mrs. Sakshi Mody #'�� #��{� �� #�� |��'�}��'�Meeting of the Company. The Company has received notices from member under Section 160 of the Companies Act, 2013 together with necessary deposit proposing their candidature for �#�� #��{��z��<#��for their appointment as Directors of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Raghu Nandan Mody, Chairman of the Company, retires by rotation and being eligible, offers himself for re-appointment.

In terms of the provisions of Section 149 and 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 which became effective from 1st

April, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and shall not be liable to retire by rotation. To comply with these provisions, it is proposed to appoint Mr. Atul Tandan and Mr. Sanjay Kothari as ��{��#��{��z��#'�� #�


12

upto 31st March, 2019 and Mr. Brij Gopal Roy as an Independent �� #��{��z� ��#'�� #��{��Zth May, 2019, who shall not be liable to retire by rotation.

The Company has received declarations from all the Independent ��#��{��z�� #��#�z��#��of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing |�� ~��#� �#�� "� _^�#�� recommends for their appointment as Independent Directors of the Company in terms of the provisions of the Companies Act, 2013.

Mr. Shamsunder Aggarwal and Mr. Varunn Mody, Directors of the Company resigned from the Directorship of the Company w.e.f. 13th February, 2014 and 29th May, 2014 respectively. The Board places on record its appreciation for their valuable contribution made during their tenure as Directors of the Company.

Brief resume of the Directors proposed to be appointed/

re-appointed as stipulated under Clause 49 of the Listing

|��~��#��#��"�_^�#��q��#��

Notice convening 79th Annual General Meeting.

PUBLIC DEPOSITS:During the year under review, the Company has not accepted or renewed any public deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956.

DIRECTORS’ RESPONSIBILITY STATEMENT:In accordance with the provisions of Section 217(2AA) of the

Companies Act, 1956, the Board of Directors of the Company

#��z�� #��

a) The applicable Accounting Standards have been followed

�� {�{�� ^{'�� '�� '� ��{��

have been given wherever necessary;

b) The Directors have selected such accounting policies

and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a

true and fair view of the state of affairs of the Company at

�#��#�� '�z��>;st March, 2014 and

��#��{� ��#��{��z��#��{��

�?� <#��#��"��{�{�� #��

maintenance of adequate accounting records in accordance

with the provisions of this Act for safeguarding the assets of

the Company and for preventing and detecting fraud and

other irregularities; and

d) The Directors have prepared the Annual Accounts on a

going concern basis.

STATUTORY AUDITORS:M/s. Haribhakti & Co., Chartered Accountants, Mumbai, the ��z�|�� z�� {��z� #'�� #� �� {�� #��conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013.

Your Directors recommend the re-appointment of M/s. Haribhakti & Co., Chartered Accountants, Mumbai as Statutory Auditors � �#�� {��z� �� #'�� #�� '�� #��|��'� }��'� !�� {�� #�� '�� ^��|��'�}��'�!��#��{��z�� '��#�� '�z��;Q`��;\�

STOCK EXCHANGES:The Company’s shares are listed at BSE Limited, The Calcutta

��"�_^�#��|�� #��'��"�

_^�#��#��|��'��]��#��z��;Q`

��;\�#��{��''��#��"�_^�#��

SECRETARIAL COMPLIANCE CERTIFICATE:As required under the provisions of Section 383A of the

��{�� |�� ;�\�� '� ��{'��

received from M/s. Manish Ghia & Associates, Practicing

��{��z��!��#�� '�z��;>`��;Q�

��^��#��~��#��{��#��|��'��{��

CORPORATE GOVERNANCE:As required under Clause 49 of the Listing Agreement entered ��~��#�q��"��^�#��!��|��'z��{��{��}q��{��^��herewith and form part of this Report.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:The Company has constituted an Internal Complaint Committee �� Q� � �#�� ^��'� ��#�� |��Workplace (Prevention, Prohibition and Redressal) Act , ��;>�� #�� z�� {'��~�� '�� #�� Committee.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:In view of the nature of business activities currently being carried

out by the Company, your Directors have nothing to report as

required under the Companies (Disclosure of Particulars in

the Report of Board of Directors) Rules, 1988 with respect to

Conservation of Energy, Technology Absorption.

��'��'��^�#��

(Amount ` in Lacs)

Particulars 2013-2014 2012-2013]��_^�#�� 2,037.28 3,363.23

]��_^�#��_�� Nil Nil

PARTICULARS OF EMPLOYEES:�� {'z�� ~�� {�� ^�� #��

limits as prescribed under the provisions of Section 217(2A) of

the Companies Act, 1956 read with the Companies (Particulars

of Employees) Rules, 1975, as amended; hence no such

particulars are furnished.

ACKNOWLEDGEMENT:Your Directors wish to place on record their gratitude and deep

appreciation for the continued support and co-operation received

by the Company from the Shareholders, Bankers, Trade Partners

and Employees and look forward for their continued support in

the future as well.

For and on behalf of the Board of Directors

Place: Mumbai Bipin Vengsarkar Sakshi ModyDate: 29th May, 2014 Executive Director Executive Director


13

FORM[See Rule 3]

COMPLIANCE CERTIFICATE

'��7��<�; � Q=??�[\]?[^_"Q'�``?��

Authorised Share Capital : ` 30,000,000/-

To,

The Members,

J. L. Morison (India) Limited20, Rasoi Court,

Sir R. N. Mukherjee Road,

Kolkata – 700 001

��#�q��^��#��"��{�{��

M/s. J. L. Morison (India) Limited (‘the Company’) as required

�� #�� {��|�� ;�\�� =�the Act’)and applicable provisions of the Companies Act, 2013 and the

rules made thereunder and also the provisions contained in the

Memorandum and Articles of Association of the Company for the

��'�z��31stZ��z��?_{|�� }~;��{��#��^��z�

��^{'��#��z��#��{��z��

and agents, and to the best of our knowledge and belief, we

��z��#��{��#�� '�z��

1. The Company has kept and maintained the registers

as stated in Annexure ‘A’� �� #�� {�� #��

provisions of the Act and the rules made thereunder and

necessary entries therein have been duly recorded.

�� <#��{��z�#��'z� '��#��~��#��#��

Registrar of Companies, West Bengal, Kolkata as stated

in Annexure ‘B’� �� #�� ~��#�� #�� '��

prescribed under the Act and the rules made thereunder.

<#��{��z�~��x�� '��z��

with the Regional Director, Company Law Board, Central

Government or any other authorities prescribed under the

Act.

3. The Company, being a Public Limited Company has

minimum prescribed paid-up share capital. As on 31st

March, 2014, the paid up share capital of the Company was

`� ;�>��\��>Q�[`� =��{�� <#��z� ��^� �� ]��z�

Thousand Three Hundred Forty only) and the restrictive

provisions of Section 3(1)(iii) of the Act are not applicable to

the Company.

4. The Board of Directors duly met ={ ��~ times on 10th May, 2013, 8th August, 2013, 24th September, 2013, 28th October, 2013 and 13th February, 2014 and as per information and

�^{'��q��z��#��{�{��~��

given and the proceedings were properly recorded and

signed, including the circular resolutions passed, in the

Minutes Book maintained for the purpose.

5. The Company has closed its Register of Members from

23rd September, 2013 to 24th September, 2013 (both

��z�� '��q�?� �� #�� '� z�� z�

compliance of Section 154 of the Act has been made.

�� <#��|��'� }��'� !�� #�� '� z��

on 31st March, 2013 was held on 24th September, 2013,

after giving due notice to the members of the Company and

the resolutions passed thereat were duly recorded in the

Minutes Book maintained for the purpose.

+�� _^�� `��z�}��'�!��~��#�'�� #��

��'�z��

8. The Company has not advanced any loan to its Directors or

{�� {��#��{�q��

of Section 295 of the Act read with Section 185 of the

��{��|��;>��#�� '�z��

9. The Company has not entered into any contracts falling

within the purview of Section 297 of the Act during the

��'�z��

10. The Company has made necessary entries in the register

maintained under Section 301 of the Act.

11. The Company has obtained necessary approval of Board of

Directors pursuant to provisions of Section 314 of the Act.

The Company was not required to obtain any approval from

Members or the Central Government pursuant to provisions

��>;Q��#��|��#�� '�z��

12. The duly constituted Committee of Directors has approved

�#��{'��#��

13. The Company has:

=�?� ��'�q��''��#��#�� '��[�

transmission of securities in accordance with the provisions

of the Act;

(ii) deposited the amount of dividend declared in a separate

Bank Account on ��th September, 2013�~#��#��~��#�� q��

days from the date of declaration of such dividend;

(iii) paid dividend to all members within a period of 30 (thirty)

days from the date of declaration and that all unclaimed /

unpaid dividend has been transferred to Un-paid Dividend

Account of the Company held with Kotak Mahindra Bank

Limited, Mumbai;

(iv) transferred a sum of ` 61,780/- lying in the unclaimed

��q��{��#�� '�z��\`��

to Investor Education and Protection Fund; and

(v) has duly complied with the requirements of Section 217 of

the Act.

14. The Board of Directors of the Company is duly constituted

and the appointment of directors retiring by rotation was

duly made. Mr. Bipin Vengsarkar was appointed as an

|��'� �� =_^��q�?� ~�� ;st November, 2013.

Mr. Shamsunder Aggarwal resigned from the directorship

of the Company w.e.f. 14th February, 2014. There was no

�{{��'�� ''�

��'�q��z��#�� '�z��

;\�� #�� '� z�� q��~�� #��{��z�#��

appointed Mr. Bipin Vengsarkar as Whole-time Director of

the Company for a period of 3 years w.e.f. 1st November,

2013 in compliance with the provisions of Section 269 read

with Schedule XIII of the Act.


14

16. The Company has not appointed any sole selling agent

��#�� '�z��

;+�� #�� '�z��q��~��#��{��z�~��

required to obtain any approval of the Central Government,

Company Law Board, Regional Director, Registrar or such

other authorities prescribed under the various provisions of

the Act.

;Z�� <#�� #�q�� '�� #�� #��

/ companies to the Board of Directors pursuant to the

provisions of the Act and the rules made thereunder.

19. The Company has not issued shares/debentures/other

��#�� '�z��

20. The Company has not bought back any shares during the

��'�z��

21. The Company has not issued any preference shares /

debentures; hence the question of their redemption does

not arise.

22. There were no transactions which necessitates the

Company to keep in abeyance the rights to dividend, rights

shares and bonus shares pending registration of transfer of

shares.

23. The Company has not invited / accepted any deposits

��'�� z� �� '�� #�� '� z��

falling within the purview of Section 58A and Section

58AA of the Act read with the Companies (Acceptance of

Deposit) Rules, 1975 / the applicable directions issued by

the Reserve Bank of India / any other authorities.

�Q�� <#��~��z��#��{��z��#�� '�

year was within the borrowing limits as prescribed under

Section 293(1)(d) of the Act read with Section 180 (1) (c) of

the Companies Act, 2013.

25. The Company has made loans to other bodies corporate

��#�� '�z�� {'��~��#��#��{�q��

of Section 372A of the Act and has made necessary entries

in the register kept for the purpose. The Company has not

made any investment or given any guarantee or provided

��z��#��{��#�� '�z��

26. The Company has not altered the provisions of its

Memorandum of Association with respect to situation of

�� #�� #��

��'�z��


Memorandum of Association with respect to its objects

��#�� '�z��


Memorandum of Association with respect to its name during

�#�� '�z��


Memorandum of Association with respect to its share capital

��#�� '�z��

30. The Company has not altered its Articles of Association

��#�� '�z��

31. As informed by the company, no prosecution was initiated

against or show cause notices received by the company

or any other punishment was imposed on the company

��#�� '�z��#��|��^��{��

componding of offence Committed for violation of Section

291 (1) of the Act.

32. The Company has not received any money as security from

��{'z��#�� '�z��

33. The Company has deposited both employees’ and

employers’ contribution to Provident Fund with prescribed

authorities pursuant to Section 418 of the Act.

For Manish Ghia & AssociatesCompany Secretaries

Manish L. GhiaPlace: Mumbai Partner

Date: 29thZ��z��?_ Z;<�;#'��=��';";<�;^=^?

ANNEXURE “A”Registers as maintained by the Company:

(i) Register of Charges under Section 143 of the Act.

(ii) Register of Members under Section 150 of the Act.

=��?� ��^��!��;\;��#��|��

(iv) Register and Returns under Section 163 of the Act (including

copies of all annual returns prepared under Section 159 &

Section 160 of the Act)

(v) Minutes Book of the Meetings of Board of Directors,

Committees of the Board and General Meetings under

Section 193 of the Act.

(vi) Books of Accounts u/s 209 of the Act.

(vii) Register of Contracts and Disclosure of Directors’ Interest

under Section 301 of the Act.

(viii) Register of Directors/ Managing Director/ Manager/

Secretary under Section 303 of the Act.

=�^?� �� #��#'��>�+��

the Act.

=^?� �� q�� '��

security provided under Section 372A of the Act.

=^�?� ��#��#'��[��^z��|��

=^��?��|��

=^��?��#��#'��|��

=^�q?�� ~�'�� {'�� '�� {'��

�#��

=^q?��#��<��[��


15

ANNEXURE “B”#��$�� %��'�$7�� ^?st March, 2014:A. With the Registrar of Companies, West Bengal, Kolkata:

Sr. No.

Form No. Relevant Section / Rule

Description �� Whether ��+��prescribedtime Yes/No

If delay in ��+��

requisiteadditional fee paid Yes / No

/ N.A.1. 17 138 Particulars of satisfaction of charge

created in favour of Canara Bank

for ` 4 Crores w.e.f. 22nd March,

2013 (Charge ID 10172765)

4th April, 2013 Yes N.A.

2. 8 125 ��'�� #��

created in favour of consortium

lead by Canara Bank, Mumbai –

400 018 on 10th June, 2013. Vide

�#�� #�� #��

consortium members (namely

��"�� "��

��{�� "�?�� #��

��'��z� �^�� z� ��{��

Bank has been repaid fully and the

credit facility provided by Canara

Bank and Bank of India continue

for an amount of ` 48,50,00,000.

(Charge ID 80016543)

4th July, 2013 Yes N.A.

3. 8 125 ��'�� #��



400 018 on 10th June, 2013. Vide

�#�� #�� #��


��"�� "��

��{�� "�?�� #��

��'��z� �^�� z� ��{��

Bank has been paid fully and the


Bank and Bank of India continue

for an amount of ` 48,50,00,000.

(Charge ID 10063403)


4. 8 125 ��'�� #��



400 018 on 19th June, 2013. Vide

�#�� #�� ~�


��"��"��?��

�#��'��z��^��z��"�

of India has been paid fully and the


Bank continue for an amount

of ` 48,50,00,000/-. (Charge ID

80016543)



?�

5. 8 125 ��'��

Charge created in favour of

consortium lead by Canara Bank,

Mumbai – 400 018 on 19th June,

��;>�� #��

of the two consortium members

=��'z��"��"��

��?�� #�� '��z� �^��

by Bank of India has been paid

fully and the credit facility provided

by Canara Bank continue for an

amount of ` 48,50,00,000. (Charge

ID 10063403)


6. 5INV Rule 3 of IEPF

(Uploading of

information

regarding unpaid

and unclaimed

amounts lying

with Companies)

Rules, 2012.

Statement of unclaimed and unpaid

dividend as on Annual General

Meeting held on 13th September,

2012.


7. 21 621A Filing of Order of the Company Law

Board, Kolkata Bench passed on

22nd August, 2013 u/s 621A of the

Act for compounding of offence

under Section 211(2) of the Act.

4th September,

2013

Yes N.A.



22nd August, 2013 u/s 621A of the



4th September,

2013

Yes N.A.

9. 66 383A ��{'�� #��

��'�z��>;st March,

2013.

25th September,

2013

Yes N.A.

10. 21 621A Filing of Order of the Regional

Director, Eastern Region at Kolkata

passed on 6th September, 2013 u/s

621A of the Act for compounding of

offence under Section 299 of the Act.

28th September,

2013

Yes N.A.

11. 23AC &

23ACA

XBRL

220 Schedule – VI (Annual Accounts)

�� #�� '� z�� >;st

March, 2013.

19th October,

2013

Yes N.A.

12. 20B 159 Schedule – V (Annual Return) as on

the date of Annual General Meeting

i.e. 24th September, 2013.

22nd October,

2013

Yes N.A.

13. 8 125 ��'��


Canara Bank, Mumbai – 400 018

on 30th September, 2013. Vide this

�� #�� #��

on the property situated at Flat

No.803, Kanti Apts., Bandra,

Mumbai has been released by the

bank and overall credit facilities has

been reduced from ` 48,50,00,000

to ` 19,40,00,000/-. (Charge ID

10063403)

23rd October,

2013

Yes N.A.


?�

14. 8 125 ��'��


Canara Bank, Mumbai – 400 018

on 30th September, 2013. Vide

�#�� #�� q��''� ��

facilities has been reduced from

` 48,50,00,000 to ` 19,40,00,000/-.

(Charge ID 80016543).

23rd October,

2013

Yes N.A.

15. 1INV 205C Particulars of transfer of unclaimed

/ unpaid Dividend of ` 61,780/-

{�� '� z�� \`

2006 to the Investor Education and

Protection Fund.

12th November,

2013

Yes N.A.

16. 32 303 (2) Particulars of appointment of Mr.

Bipin Vengsarkar as an Additional

�� =_^��q�?� ~�� ;��

November, 2013.

23rd November,

2013

Yes N.A.

17. 23 192 Particulars of Board resolution

passed on 28th October, 2013

for appointment of Mr. Bipin

Vengsarkar as Whole-time Director

of the Company for a period of 3

years w.e.f. 1st November, 2013.

23rd November,

2013

Yes N.A.

18. 25C 269 (2) Return of appointment of Mr. Bipin

Vengsarkar as Whole-time Director

of the Company for a period of 3

years w.e.f. 1st November, 2013.

9th December,

2013

Yes N.A.

19. 5INV Rule 3 of IEPF

(Uploading of

information

regarding unpaid

and unclaimed

amounts lying

with Companies)

Rules, 2012.

Statement of unclaimed and unpaid

dividend as on Annual General

Meeting held on 24th September,

2013.

9th December,

2013

Yes N.A.



2nd January, 2014 u/s 621A of the



7th January,

2014

Yes N.A.

21. 32 303 (2) Particulars of resignation of Mr.

Shamsunder Aggarwal from the

post of Director w.e.f. 14th February,

2014.

10th March,

2014

Yes N.A.

B. \�� z!��]��<��'; \�� '��*��$��<�+��<��D. With any other Authorities as prescribed under the Act : Nil


18

REPORT ON CORPORATE GOVRNANCE1. 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’s {#�'�{#z��{��}q��#��#�� #��#'��{'z��ensuring a long – term relationship of trust by maintaining transparency and disclosures. The Company believes in maintaining highest standards of quality and ethical conduct, in all the activities of the Company.

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, 2014, the ��{��'� q��~#��#��~�~��{��~�~��`_^��q��{��~��_^��q��!��#��|��~�'��{��from the Directorship of the Company w.e.f. 14th February, 2014. The Board of Directors of the Company in its Board Meeting held on 29th May, 2014 has appointed Mr. Brij Gopal Roy as an Independent Director of the Company, within stipulated period of 180 days as per the provision of the Listing Agreement. Hence, the Company comply with the provisions of Clause 49 of the Listing Agreement with respect to composition of the Board.

None of the Independent Directors has any material pecuniary relationship or transaction with the Company, its Promoters, 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 5 Committees, 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. The agenda for the meetings of the Board and its Committees, together with the appropriate supporting documents are circulated well in advance of the meeting.

Matters discussed at Board meeting generally relates to Company’s performance, quarterly /half yearly 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.

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 their schedule in order to attend the meetings.

� � ��#��z��q��~��#��\�= q�?��q��;�th May, 2013, 8th August, 2013, 24th September, 2013, 28th October, 2013 and 13th �]��z��;Q��|��{�'��#��{��~��~��^��months.

� � <#��'��{��z��#��#��#�'��#�� '�z��2013-2014 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 Meetings

Directorship in other

Public Limited Companies1

Membership / Chairmanship of

Committees(including Company)2

Attendanceat A.G.M.

held on 24th

September, 2013Held Attended Director Chairman Member

Mr. Raghu Nandan Mody

��`_^��q��Non Independent

5 1 3 - 5 Yes

Mr. Varunn Mody

��`_^��q��Non Independent

5 4 1 - - No

Mr. Bipin Vengsarkar (w.e.f. 1st

November2013)

_^��q�� 1 1 - - - N.A.

Mr. Shamsunder Aggarwal (upto 13thFebruary, 2014)

Independent 5 1 1 - - Yes

Mr. Sanjay Kothari

Independent 5 4 3 1 1 No

Mr. Atul Tandan Independent 5 5 2 1 1 Yes


19

1. The directorship held by directors as mentioned above do not include Alternate Directorships and Directorships of Foreign

��{��\��{��q��{��^��{��#��~#�#��#��z��

whom details as on 31st March, 2014 are not available.

2. Membership/Chairmanship of only the Audit Committee and Stakeholders’ Relationship Committee of all public Limited

Companies has been considered.

3. AUDIT COMMITTEE:As on 31st�!��#�� ;Q�� #�� {�� ~� ��{��`_^��q�� {��

��#�q�� '��"��"�~'��#��#��{��z�

The Audit Committee met four times viz. 10th May, 2013, 8th August, 2013, 28th October, 2013 and 13th February, 2014 during the

year under review. The number of meetings attended by each member during the year ended 31st March, 2014 is as follows:

Name of the member Designation No. of MeetingsHeld Attended

Mr. Sanjay Kothari Chairman 4 4

Mr. Atul Tandan Member 4 4

Mr. Shamsunder Aggarwal (upto 13th February, 2014) Member 4 -

Mr. Raghu Nandan Mody (w.e.f. 14th February, 2014) Member - -

!��#��}��'�!��*�]��{'�� =!��{��|��;�\�?��#��{��z�

acts as Secretary to the Committee.

The terms of reference of this Committee are wide. Besides having access to all the required information from within the

Company, 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 is as follows:

�� q�� #��{��z�� '� ��{��{�� #��'�� '� �� #�� #��

��'�� '��

�� q��~��~��#��#��'� ��'��#��{{�q�'�~��#�{��'��

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.

��!�$��q'q��#��^��$��z��#��

�� $��#�� '��

��{'��~��#�'��#��'��'��x��'�� '��

��Disclosure of related party transactions.

��'� ��{��

�� q��~�~��#��x��'z[#�'�z��'z[z��'z� ��'��#��{{�q�'�

�� #��{{��[��`�{{��[��q�'��z�� ^��'��{{�q�'��

payments for any other services.

�� q��~��~��#��z��'��x��z��#��'��'��z��

�� ~��#��'��z��z�� ''~`�{��#��q��~��#��{��

furnished by them.

�� q��~��#��{��z�� '��"��{'��

�� {'��~��#��#��"�_^�#��'��'��x�� '��

�� z��#��#��z��{�� ''z��#��z��#��[��#��

Committees of Directors of the Company.

4. REMUNERATION COMMITTEE (now known as Nomination and Remuneration Committee):The broad terms of reference of the Nomination and Remuneration Committee are to recommend the Company’s policy on

��{��"��#��!��[�_^��q��q��~��#��{'��

remuneration policy in respect of key management personnel.

The Nomination and Remuneration Committee met twice during the year viz. 10th May, 2013 and 28th October, 2013. The

composition of the Committee as on 31st�!��#��;Q��z��#��#�� '�

year ended on that date is as follows:


20

Name of the member Designation No. of MeetingsHeld Attended

Mr. Shamsunder Aggarwal

(upto 13th February, 2014)

Chairman 2 -

Mr. Atul Tandan

(w.e.f. 14th February, 2014)

Chairman 2 2

Mr. Sanjay Kothari Member 2 2

Mr. Raghu Nandan Mody

(w.e.f. 14th February ,2014)

Member - -

The Board of Directors of the Company at its Meeting held on 29th May, 2014, had re-christened the Remuneration Committee

as the Nomination and Remuneration Committee, to comply with the provisions of Section 178 of the Companies Act, 2013 (the

Act) and the Companies (Meetings of Board and its Powers) Rules, 2014 (the Rules).

!��#��}��'�!��*�]��{'�� =!��{��|��;�\�?��#��{��z�

��z��#��#��`�_^��q��{��z��^��{��

Details of remuneration/sitting fees paid to Directors during the year ended 31st March, 2014 and shares held by them on that

date are as follows:

Name of Directors Salary (`)

Perquisites or Allowances (`)

Contribution to PF & others (`)

Stockoption

Sittingfees (`)

TotalRemuneration

(`)

Total no. of shares

heldMr. Raghu Nandan Mody Nil Nil Nil Nil 5,000 5,000 250

Mr. Atul Tandan Nil Nil Nil Nil 67,000 67,000 100

Mr. Varunn Mody Nil Nil Nil Nil 20,000 20,000 135

Mr. Shamsunder Aggarwal Nil Nil Nil Nil 5,000 5,000 Nil

Mr. Sanjay Kothari Nil Nil Nil Nil 62,000 62,000 Nil

Mr. Bipin Vengsarkar 5,89,511 4,23,270 70,742 Nil - 10,83,523 Nil

5. INVESTORS’ GRIEVANCE CUM SHARE TRANSFER COMMITTEE (now known as Stakeholders’ Relationship Committee):The Stakeholders’ Relationship Committee met four times viz. 10th May, 2013, 8th August, 2013, 28th October, 2013 and 13th

February, 2014 during the year under review. The composition of the Committee as on 31st March, 2014 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

Mr. Atul Tandan Chairman 4 4

Mr. Raghu Nandan Mody Member 4 -

Mr. Sanjay Kothari Member 4 4

The Board of Directors of the Company at its Meeting held on 29th May, 2014, had re-christened the Investors’ Grievance Cum

Share Transfer Committee as the Stakeholders’ Relationship Committee, to comply with the provisions of Section 178 of the

Companies Act, 2013 (the Act) and the Companies (Meetings of Board and its Powers) Rules, 2014 (the Rules).

!��#��}��'�!��*�]��{'�� =!��{��|��;�\�?��#��{��z�

acts as Secretary to the Committee.

The Committee meets as and when required to deal with the matters relating to monitoring and redressal of complaints from

shareholders relating to transfer, non-receipt of Annual Report, etc.

The Committee is also empowered to consider and approve the physical transfers, transmissions, transposition, issue of

��{'�� '��[��{'��[��~�'��#��

At the beginning of the year Received during the year Resolved during the year Pending- 45 45 -

<�$��'�$7�� !��#��}��'�!��*�]��=!��{��|��;�\�?��#��{'�� #��{��z�


21

�; GENERAL BODY MEETINGS:The details of last three Annual General Meetings are given below:

Financial Year Date of AGM Time Location of the meeting2010 - 2011 5th August, 2011 12.00 Noon Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017

2011 - 2012 13th September, 2012 11.00 A.M. Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017

2012 - 2013 24th September, 2013 11.30 A.M. Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017

Details of Special Resolutions passed in last three Annual General Meetings:AGM held on 5th August, 2011: For alteration of Articles of Association of the Company.

AGM held on 13th September, 2012:

a) For approving the appointment of Mr. Sohan Sarda as Manager of the Company.

b) For approving the appointment of Mrs. Sakshi Mody, relative of Directors as General Manager-Corporate of the Company.

AGM held on 24th September, 2013: No special resolution passed.

��{��'��'��~��{��#��#��'��''��#�� '�z��;>`;Q��#��{�{��transacted in the ensuing Annual General Meeting require a special resolution passing through Postal Ballot.

�; DISCLOSURES:a) Related party transactions:

��'��{��z�� #��{��z��'��#��~��#�{��with their relatives etc.

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

� � ��#��~��#��z��#��'��{��~��~��#��#��#��{��z�

b) Compliance by the Company:<#��{��z�#��{'��~��#� �#�� x�� #��"�_^�#��_��#��z��#��''�matters relating to capital market during the last three years. No penalties or strictures have been imposed on the Company �z��#��"�_^�#��_��#��z�|��#��

c) Whistle-Blower Policy:Though there is no formal Whistle-Blower Policy, the Company takes cognizance of complaints made and suggestions given by the employees and others. None of the employees were denied to access the Audit Committee.

d) Code of Conduct:The Company has laid down a Code of Conduct for the Directors and Senior Management Personnel of the Company. The code has been posted on the website of the Company. A declaration to the effect that the Directors, Senior Managerial {��'��{'z��#�q��#��#��z�!��{��"��_^��q��#��{��z��{��#��|��'��{��~#��#��'��~��#��#�� |��#��{��z��{'��'��Q��#��|��z��#��{��z��^��#��|��'��{��

e) Disclosure of Accounting treatment:��#��{��{�� #�� '�� #��{��z�#��''~�� z�� #��#��|��#��^��{{'��'��

f) Disclosure of Risk management:The Company has initiated the risk assessment and minimization procedure.

g) '!��'#�'�� |�� !��{��"��_^��q��!��#��#��]��'�� #�� '�statements of the Company for year ended 31st March, 2014 was placed before the Board.

h) Review of Directors’ Responsibility Statement:<#��{��#�� #��#��'��#��z��>;st March, 2014 have been prepared ��{��{{'��'��|��{'�� #�� #�� "�� x��accounting records.

8. MEANS OF COMMUNICATION:<#��{��z��x��'z�[�#�'�z��'z�[�|��'��'��{��'��#��~�{�{��q��]��'�_^{��=_��'��#?��|�$"�'�(Bengali). Half yearly reports are not being sent to each household of shareholders. These results are displayed on the Company’s website: www.jlmorison.com under investor section. The Company has not made any presentations to any Institutional Investor or to the analysts during the year under review.

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


22

9. GENERAL INFORMATION FOR SHAREHOLDERS:

a) Date, time and venue of ensuing Annual General Meeting: Date : 11th September, 2014

Time : 11.00 a.m.

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

700 017.

b) Financial Calendar (2014 – 2015): i) First quarterly Results - by 14th August, 2014

ii) Second Quarterly Results - by 14th November, 2014

iii) Third Quarterly Results - by 14th February, 2015

iv) Fourth quarterly/yearly Results - by 30th May, 2015

c) Date of Book Closure: 10th September, 2014 to 11thSeptember, 2014 (both days inclusive)

d) Dividend payment date: Credit/dispatch between 22ndSeptember, 2014 and 26th September, 2014

e) Listing on Stock Exchanges: 1. BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001.

�� <#��'��"�_^�#��|��+��z��%'"��*�

700 001.

>�� '��"�_^�#��"�_^�#��<~��\;��;st Cross,

J. C. Road, Bangalore – 560 027.

f) Stock Code: BSE Limited – 506522

g) ISIN for NSDL & CDSL: INE430D01015

h) Stock Market Price Data: The monthly high and low quotations of shares traded on the BSE Limited, Mumbai

��#��#�� '�z��;>�*��;Q��''~��

Month Volume*(No. of Shares)

Price of shares of the Company at BSE (`)*

BSE Sensex*(Points)

High Low High LowApril - 2013 149 386.00 344.00 19,622.68 18,144.22

May - 2013 3310 394.15 350.00 20,443.62 19,451.26

June - 2013 427 400.00 356.30 19,860.19 18,467.16

July - 2013 516 414.00 390.00 20,351.06 19,126.82

August - 2013 2009 419.95 390.00 19,569.20 17,448.71

September - 2013 1342 419.80 385.05 20,739.69 18,166.17

October - 2013 324 429.00 400.00 21,205.44 19,264.72

November– 2013 1305 428.70 390.00 21,321.53 20,137.67

December – 2013 39654 449.95 400.00 21,483.74 20,568.70

January - 2014 8689 404.20 368.10 21,409.66 20,343.78

February - 2014 351 408.00 350.00 21,140.51 19,963.12

March - 2014 1894 398.00 350.05 22,467.21 20,920.98

*Source: www.bseindia.com

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22,000

21,000

20,000

19,000

18,000

17,000

16,000

15,000

600

575

550

525

500

475

450

425

400

375

350

325

300

BSE

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23

i) Share Transfer System:All shares sent or transferred in physical form are registered by the Registrar and Share Transfer Agents (RTA) within 15

days of the lodgment, if documents, are found in order. Shares under objection are returned within two weeks. All requests

��'��#��{��#�� q��#��{��q��{��'��

Depository Limited (NSDL) and Central Depository Services Limited (CDSL) within 21 days.

j) Category wise distribution of Equity shareholding as at 31st March, 2014:

Category Number of shares held

Percentage of 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 9,97,356 73.06

(d) Financial Institutions/ Banks - -

(e) Any Other (specify)Trust - -

Sub-Total (A)(1) [z[�z�_? �^;�[(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) [z[�z�_? �^;�[(B) Public shareholding(1) Institutions - -

Sub-Total (B)(1) - -

(2) Non-institutions(a) Bodies Corporate 1,01,976 7.47

(b) Individuals -

i. Individual shareholders holding nominal share capital up to ` 1 lakh.

ii. ��q��'��#��#'��#'��'��#��{��'��^��` 1 lakh.

1,83,64155,232

13.454.05

(c) Non Resident Indians 1,144 0.08

(d) Foreign Corporate Bodies - -

(e) Any Other (specify)i. Directorii. Trust

10025,200

0.011.85

Sub-Total (B)(2) ^z��z�[^ ��;[?Total Public Shareholding (B)= (B)(1) +(B)(2) ^z��z�[^ ��;[?TOTAL (A)+(B) ?^z�=z�^_ 100.00

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

- -

GRAND TOTAL (A)+(B)+(C) ?^z�=z�^_ 100.00k) Distribution of shareholding as on 31st March, 2014:

SharesFrom To

Number of shareholders

% of total number of shareholders

Total Number of Shares

% of Total Number of Shares

1 to 500 3505 97.93 144845 10.61

501 to 1000 35 0.98 27077 1.98

1001 to 5000 17 0.48 26816 1.97

5001 to 10000 4 0.11 28105 2.06

10001 & above 18 0.50 1138191 83.38

Total ^=�[ 100.00 ?^�=�^_ 100.00


24

l) Dematerialization of Shares and Liquidity:About 95.80% shares have been dematerialized as on 31st March, 2014. The Equity Shares of the Company are traded on BSE

��<#��'��"�_^�#��|��'��"�_^�#��

<#��{��z�#��{��#��#��z��;Q�*��;\��''��#��"��^�#��~#��#��#��'��

m) Outstanding ADRS, GDRS, Warrants or any convertible instruments, conversion date and impact on Equity:��{��z�#��z�|��}��~��z��q��'��#�� '�z��>;st

March, 2014.

n) Registrar and Share Transfer Agent:Datamatics Financial Services LimitedPlot No.B-5,Part B, Cross Lane,

MIDC, Marol, Andheri (East),

Mumbai – 400 093

Phone: (022) 6671 2151

]�^��=��?��+;��;�;

e-mail: [email protected]

o) Address for Investors’ Correspondence:For any assistance regarding dematerialization of shares, share transfers, transmissions, change of address, non-receipt of

dividend or any address, non-receipt of dividend or any other query relating to shares, please write to:

J. L. Morison (India) Limited

Peninsula Business Park, Tower “A”,

8th Floor, Senapati Bapat Marg,

Lower Parel, Mumbai, 400 013

Phone : (022) 2497 5031, 6141 0300

]�^��=��?��Q�\��>;+


Datamatics Financial Services Limited

Plot No.B-5,

Part B, Cross Lane,

MIDC, Marol, Andheri (East),

Mumbai – 400 093.

Phone : (022) 6671 9645 / 6671 2188

]�^��=��?��+;��;�;


DECLARATION

��#��z��'��#��''��#��!��!��'��#��{��z�#�q�� #��

compliance with the Code of Conduct laid down by the Company during the year ended 31st March, 2014.

For J. L. Morison (India) Limited

Bipin VengsarkarExecutive Director

Place: MumbaiDate: 29th May, 2014


25

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCETo The Members of J. L. Morison (India) Limited

��#�q��^��#��{'��{��}q��z��!��=��?��#��z��>;st

!��#��;Q��{�'��'��Q��#��|��#��{��z�~��#��"��^�#��

<#��{'��{��q�� #�� {��'��z�� #��^��~�� '��

procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of the Corporate

}q��#��^{��{��#�� '��#��{��z�

��{��#��#��^{'��q��~��z��#��#��{��z�#��

complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

��#��#��{'��#��#��q��'��z��#��{��z��#�� z��q��

with which the management has conducted the affairs of the Company.

For Haribhakti & Co.Chartered Accountants

Firm Registration No.103523W

Sumant SakhardandePartner

Membership No.:034828Place: MumbaiDate: 29th May,2014

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Overall Review

Indian Economy

The Indian economy grew at 4.7% in 2013-2014 marking the second straight year of a sub-5% growth – the worst slowdown in more

�#��x��z��<#��~��{{��z��#��'�`��^{��'��

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|��#��~�#��#�''��~��q��'��'��'��#��~��#��#��z��^{��~�#��<#��

sector accounts for nearly a quarter of the domestic economy.

��'z�#��#��=�q��\�?��'�q��=��Z�?��'��{��

The rupee depreciated against the US Dollar to a low of ` 67, but has since recovered to around ` 60 towards the end of the year.

��#��{��q��~��"�� #��'��'��'��q�z��#��'��x��

of 2013-2014.

FMCG (Fast Moving Consumer Goods) Sector

FMCGs are all consumable items (other than groceries/pulses), mostly in packaged form that one needs to buy at regular intervals.

These are items which are used daily, and so have a quick rate of consumption, and a high return. FMCG can broadly be categorized

into three segments : Personal Care, Home care, Food & Beverages.

The burgeoning middle class Indian population, as well as the rural sector, present a huge potential for this sector. The FMCG sector

��{��#��#�'��~��#��'��"��^��;>�;��''��;>��<#��^{��

to grow to a USD 33 billion industry by 2015 and to a whopping USD 100 billion by the year 2025.

|�#��#��~�#��z�{��#��~��'~�~��#��z��;>`��;Q��

take a toll on this sector.

Over the past year, this sector witnessed muted demand due to sluggish economic conditions and high input costs. Volumes were

��q��'z��{��z��{��"��~��'~��~�#��'��~��#�#��#��

Lower consumption and higher input and development costs limited new product launches, especially in the premium segments.


��

��{��#��$��#��{��^��z�'��#��~�{��#��~��z��#��~�''��{��q��

and promotions also increased as competitors battled it out to woo more customers.

<#��{��{��#��^��'��'z��{��#��#��{��q��#��

��~�}q��#��~#��'��^{��q��q�q��#��'��#��z�

�~�q��q'��~�#��^{��#��^{��'��{��'��#��#��^{��

on advertising and promotional activities.

|'�#��#��#��^{��#�~��#��q��#��^��z��#��'��`��{��{��#��]!�}�

Companies. Being a consumption-driven sector, growth will be healthy on the back of rising income levels, higher disposable incomes,

growing penetration of branded FMCG and increasing lifestyle aspirations that will fuel demand for premium products.

Product Range

Our Company is engaged in the trading and marketing of deodorants, fragrances, toiletry and personal healthcare and grooming

products, medicated toothpaste, besides the baby care feeding bottles and accessories. We continue to launch new products in own

brands and new variants in international brands.

Business Outlook

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

Utilization of the manufacturing facility at Waluj is being constantly evaluated. At the same time, we are evaluating some more options

of joining hands with leading international brands.

Risks and Concerns

The Foreign Collaborator / Licensor companies, with whom J. L. Morison (India) Limited is associated, could always be vulnerable

to Mergers and Acquisitions by other larger companies as has been the trend in our industry internationally for the last few years.

<#��q��~��#��]��''��"��{��{��q��~��~�'��#��#��#��^{��

of our partners we have to keep pace with trying to match them. Performance is the key, and we have been consistently monitoring

��{��<#��^{��{��'��~��#��^��{��q�'{��~��{��#�{��

the coming year.

Steep fall in rupee against major currencies is a major concern for J. L. Morison (India) Limited as a big chunk of the business comes

from imported products.

Internal Control Systems and Adequacy

The Company believes that Internal Control is necessary for good corporate governance. The Company has effective internal control

systems under which Management Reports on key performance indicators and variance analysis are made. Management Committee

Meetings are regularly held where these reports and variance analysis are discussed and action plan initiated with proper follow up.

<#��'�|��'��q��~��#��^��''�{��'��'��x��'z��^��{��'�

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HRD/Industrial Relations

The Company strives to remain as a responsive and market-driven organisation, which requires a very good quality of manpower

��'�z��{#��q�'��#��#��~��'z��z��^��{��'�

performance. Retaining young and talented human resources continues to be a challenge in the present business environment.

We try and meet these challenges by better mentoring, keeping a personalised organization culture, rewarding instantly unique

initiatives. As at 31st March, 2014 the Company has a strength of 369 employees.

Company’s Financial Performance and Analysis

<#��{��z�� '�{��'z��'��z��'��#��{��~#��#��{��

this Annual Report.

Cautionary Statement

The statement in the Management Discussion And Analysis Report cannot be construed as holding out any forecasts, projections,

�^{��q��~��#��#��{{'��'��'�~��'��<#��{��''z��"��

furnish information, as laid down within the different headings to meet the Listing Agreement requirements.


��

To

The Members of J. L. Morison (India) Limited

Report on the Financial Statements

�� #�q�� #�� {��z�� '� ��

J. L. Morison (India) Limited (“the Company”), which comprise

the Balance Sheet as at 31st !��#��;Q��#��

and Loss and the Cash Flow Statement for the year then ended,

�� z� � �� {'�� #��

�^{'��z��

Management’s Responsibility for the Financial Statements

!��{��'��#��{��{��#�� '�

��#��q��q��~��#�� '�{��

��'� {�� #� �~�� #�� {��z� ��

accordance with the Accounting Standards referred to in sub-

section (3C) of Section 211 of the Companies Act, 1956 (“the

Act”). This responsibility includes the design, implementation

and maintenance of internal control relevant to the preparation

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fair view and are free from material misstatement, whether due

to fraud or error.

Auditors’ Responsibility

�� {��'��z� �� ^{�� {�� #�� '�

statements based on our audit. We conducted our audit in

accordance with the Standards on Auditing issued by the Institute

of Chartered Accountants of India. Those Standards require that

we comply with ethical requirements and plan and perform the

��'��~#��#��#�� '�

statements are free from material misstatement.

An audit involves performing procedures to obtain audit

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statements. The procedures selected depend on the auditors’

judgment, including the assessment of the risks of material

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or error. In making those risk assessments, the auditor considers

internal control relevant to the Company’s preparation and fair

{��#�� '��

procedures that are appropriate in the circumstances, but not

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of the Company’s internal control. An audit also includes

evaluating the appropriateness of accounting policies used

and the reasonableness of the accounting estimates made by

management, as well as evaluating the overall presentation of

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and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according

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the information required by the Act in the manner so required

and give a true and fair view in conformity with the accounting

principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs

of the Company as at 31st March, 2014;

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{� ��#��z��#��

(c) in the case of the Cash Flow Statement, of the cash

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Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order,

2003 (“the Order”) issued by the Central Government of

India in terms of sub-section (4A) of Section 227 of the

|��~��q�� #��|��^�� #��

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2. As required by Section 227(3) of the Act, we report that:

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which to the best of our knowledge and belief were

necessary for the purpose of our audit;

b. in our opinion proper books of account as required by

law have been kept by the Company so far as appears

��^��#��"��

� �� #��'��#��

Cash Flow Statement dealt with by this Report are in

agreement with the books of account;

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and Loss and Cash Flow Statement comply with the

accounting standards referred to in sub-section (3C) of

Section 211 of the Act;

e. on the basis of written representations received from

the directors as on 31st March, 2014, and taken on

record by the Board of Directors, none of the directors

�� x��'� �� >;st March, 2014, from being

appointed as a director in terms of clause (g) of sub-

section (1) of Section 274 of the Act.

For Haribhakti & Co. Chartered Accountants Firm Registration No. 103523W

Sumant Sakhardande Partner

Membership No.: 034828

Place : MumbaiDated : 29th May, 2014

INDEPENDENT AUDITORS’ REPORT


28

�� {��{#�;�� {��#��'��

Regulatory Requirements’ in the Independent Auditors’ Report of

even date to the members of J. L. Morison (India) Limited on the

��'��#��z��>;st March, 2014]

(i) (a) The Company has maintained proper records showing

full particulars, including quantitative details and

�� ^��

=�?�� <#�� ^��#��{��z�#�q��{#z��''z�

q�� z� �#�� #�� z��

material discrepancies between the book records

and the physical inventory have been noticed. In our

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(c) In our opinion and according to the information and

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assets has not been disposed of by the company during

the year.

=��?�� =�?�� <#�� q��z� #�� {#z��''z� q�� z� �#��

management during the year. In our opinion, the

��x��z��q�� '��

=�?�� <#�� {�� {#z��'� q�� q��z�

followed by the management are reasonable and

adequate in relation to the size of the Company and the

nature of its business.

(c) The Company is maintaining proper records of inventory

and no material discrepancies were noticed on physical

q�� #��#��z��

(iii) (a) As informed, the Company has not granted any loans,

�� {�� #��

parties covered in the register maintained under

section 301 of the Companies Act, 1956. Accordingly,

the provisions stated in paragraph 4 (iii)(b),(c) and (d)

of the order are not applicable.

(b) As informed, the Company has not taken any loans,

��{�� #��

parties covered in the register maintained under

section 301 of the Companies Act, 1956. Accordingly,

the provisions stated in paragraph 4 (iii) (f) and (g) of

the order are not applicable.

(iv) In our opinion and according to the information and

�^{'��q��#��^��x��'�

control system commensurate with the size of the Company

and the nature of its business with regard to purchase of

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During the course of our audit, we have not observed any

continuing failure to correct weaknesses in internal control

system of the company.

=q?� =�?� |�� #�� ^{'�� q��

to us, we are of the opinion that the particulars of

contracts or arrangements referred to in section 301 of

the Companies Act, 1956 that need to be entered into

the register maintained under section 301 have been

so entered.

(b) In our opinion and according to the information and

�^{'�� q�� #��

ANNEXURE TO INDEPENDENT AUDITORS’ REPORTin pursuance of such contracts or arrangements

�^�� q�'�� ` 5 Lacs have been entered into

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having regard to the prevailing market prices at the

relevant time.

(vi) In our opinion and according to the information and

�^{'��q�� #��{��z�#�� {��

any deposits from the public within the meaning of Sections

58A and 58AA of the Act and the rules framed there under

(vii) In our opinion, the Company has an internal audit system

commensurate with the size and nature of its business.

(viii) The Central Government of India has not prescribed the

maintenance of cost records under clause (d) of sub-section

(1) of Section 209 of the Act for any of the products of the

company.

=�^?� =�?� <#�� {��z� �� ''z� ��'�� {�� ~��#�

appropriate authorities undisputed statutory dues

including provident fund, investor education and

protection fund, employees’ state insurance, income-

��^�� '��`��^�� ~��'�#`��^�� q�� ^�� z��

cess and other material statutory dues applicable to it.

�� =�?� |�� #�� ^{'�� q��

to us, no undisputed amounts payable in respect of

provident fund, investor education and protection fund,

��{'z�� `��^�� ~��'�#`��^��

��q�� ^�� '��`��^�� z�� #��

undisputed statutory dues were outstanding, at the

z��{��#��^��#��#��

date they became payable.

(c) According to the records of the Company, the dues

�� `��^�� '��`��^�� ~��'�#`��^��

��q�� ^�� z�� ^�� z� ��

account of any dispute, are as follows:

UnderSales tax Act

Amount(`)

Period to which the amountrelates

Forum where dispute is pending

Cuttack 14,520 03-04 Assistant Commissioner of

��'�<�^��"

Cuttack 37,128 04-05 Assistant Commissioner of

��'�<�^��"

Kolkata 53,018 95-96 Deputy Commissioner

� ��'� <�^��

Revisional Board, West

Bengal

Kolkata 58,099 98-99 Assistant Commissioner

� ��'� <�^��

Corporate Division, West

Bengal

Kolkata 6,52,288 03-04 Appellate and Revisional

Board, West Bengal

Kolkata 55,830 04-05 Appellate and Revisional

Board, West Bengal


29

Kolkata 4,80,730 10-11 Senior Joint Commissioner

� ��'� <�^��

Kolkata

Ranchi 28,638 05-06 Assistant Commissioner of

��'�<�^��#�

Ranchi 56,774 06-07 Assistant Commissioner of

��'�<�^��#�

Ernakulam 77,968 05-06 Deputy Commissioner

� ��'� <�^��

Ernakulam

Ernakulam 17,387 06-07 Deputy Commissioner

� ��'� <�^��

Ernakulam

Ernakulam 3,03,088 07-08 Deputy Commissioner

� ��'� <�^��

Ernakulam

Ernakulam 5,59,461 11-12 Deputy Commissioner

� ��'� <�^��

Ernakulam

Total (A) 23,94,929

UnderIncome tax Act

Amount(`)

Period to which the amountrelates

Forum where dispute is pending

Assessment

Year 03-04

1,56,55,718 03-04 ITAT Appeal, Kolkata

Assessment

Year 05-06

14,96,235 04-05 ITAT Appeal, Kolkata

Assessment

Year 09-10

1,81,590 09-10 DC CC -VII

Total (B) ?z�^z^^z=_^=^?�� {�� #�� '�� '�� #�� {��z�

��#�� z�{��~��#��]��#��#��

��{��z�#��#�'��#�� '�

year covered by our audit and the immediately preceding

��'�z��

=^�?�� {�� #��

�^{'��q�� #��{��z�#��'��

�� {�z�� '� �� "� ��

debenture holders.

=^��?��|�� #�� ^{'��q��

and based on the documents and records produced to us,

the company has not granted loans & advances on the

basis of security by way of pledge of shares, debentures

and other securities.

=̂ ��?� ��{�� #��{��z� ��#�� #�� [�

��'� �� [� ��z��<#�� #�� {�q��

�'�� =^��?� � {��{#� Q� � �#�� {�� =|��

Report) Order, 2003 (as amended) are not applicable to the

Company.

=̂ �q?� �� {�� #�� {��z� �� '��

in shares, securities, debentures and other investments.

|��'z�� #�� {�q�� '�� =^�q?� � {��{#�

4 of the Companies (Auditor’s Report) Order, 2003 (as

amended) are not applicable to the Company.

=^q?�� {�� #��

�^{'��q�� #��{��z�#��q��z�

��'��"��z��#��"�� '�

institutions during the year.

=^q�?�<#��{��z�#��z��'��

=̂ q��?�|��#�� ^{'��q��

��q��''��^��#��'��#��#��

Company, we report that no funds raised on short-term

basis have been used for long-term investment.

=̂ q��?�|�� #�� ^{'��q��

the Company has not made any preferential allotment of

shares to parties and companies covered in the Register

maintained under Section 301 of the Companies Act, 1956.

=̂ �̂ ?��<#�� {��z� �� #�q�� z� ��

during the year.

=^^?�<#��{��z�#��z��z�~�z��{��'��

during the year.

=̂ �̂?�� #�� ^�� #�� "��

records of the company, carried out in accordance with

the generally accepted auditing practices in India, and

��#��^{'��q��

we have neither come across any instance of fraud on or by

the company, noticed or reported during the year, nor have

we been informed of such case by the management.

For Haribhakti & Co. Chartered Accountants Firm Registration No. 103523W

Sumant Sakhardande Partner

Membership No.: 034828

Place : MumbaiDated : 29th May, 2014


30

BALANCE SHEET AS AT 31ST MARCH, 2014Particulars Note No. As at

31st March, 2014(`)

As at31st March, 2013

(`)I EQUITY AND LIABILITIES

(1) SHAREHOLDERS' FUNDS (a) Share Capital 1 1,36,50,340 1,36,50,340 (b) Reserves and surplus 2 73,29,82,855 71,11,60,951

74,66,33,195 72,48,11,291(2) NON-CURRENT LIABILITIES (c) Long-term borrowings 3 - 28,66,352 (d) Deferred tax liabilities (Net) 4 1,29,50,573 1,06,87,111 (e) Other Long-term liabilities 5 43,55,800 35,46,300 (f) Long-term provisions 6 24,76,817 30,54,328

1,97,83,190 2,01,54,091(3) CURRENT LIABILITIES (g) Short-term borrowings 7 1,31,82,148 8,02,91,763 (h) Trade payables 8 6,13,49,957 15,27,19,217 (i) Other current liabilities 9 5,15,74,045 9,77,55,388 (j) Short-term provisions 10 33,38,932 26,04,586

12,94,45,082 33,33,70,954Total 89,58,61,467 1,07,83,36,336

II ASSETS(1) NON-CURRENT ASSETS (a) Fixed assets

Tangible assets 11 27,69,96,225 28,89,80,851Intangible assets - -Capital work-in progress - -

(b) Non-current investments 12 25,64,12,563 22,13,57,563 (c) Long-term loans and advances 13 64,31,825 9,95,31,599

53,98,40,613 60,98,70,013(2) CURRENT ASSETS (d) Current investments 14 2,19,57,17 14,94,008 (e) Inventories 15 16,59,94,374 19,34,44,966 (f) Trade receivables 16 6,00,45,268 19,89,37,101 (g) Cash and cash equivalents 17 3,95,77,269 2,72,29,970 (h) Short-term loans and advances 18 8,68,33,333 4,61,28,418 (i) Other current assets 19 13,74,893 12,31,860

35,60,20,854 46,84,66,323Total 89,58,61,467 1,07,83,36,336

SIGNIFICANT ACCOUNTING POLICIES AACCOMPANYING NOTES FORMING INTEGRAL PART OF THE FINANCIAL STATEMENTS B(1 - 37)

As per our attached report of even date For and on behalf of the Board of DirectorsFor Haribhakti & Co.Chartered AccountantsFirm Registration No.: 103523W

Sumant Sakhardande Sanjay Kothari Bipin VengsarkarPartner Director Executive DirectorMembership No.: 034828

Place: Mumbai Kuldip Balasia Sohan SardaDate: 29th May, 2014 V. P. - Corporate & Company Secretary ��


31

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2014Particulars Note No. Year ended

31st March, 2014(`)

Year ended31st March, 2013

(`)

I Revenue from operations 20 89,16,12,511 1,13,93,85,628II Other Income 21 4,76,73,271 5,79,41,829III Total Revenue (I+II) 93,92,85,782 1,19,73,27,457

IV Expenses

(a) Purchase of stock in trade 52,59,05,667 85,80,57,362(b) Changes in inventories of stock in trade 22 2,74,50,592 (1,62,67,335)�� 23 11,33,77,860 10,40,58,817(d) Finance Costs 24 43,97,799 1,07,87,361(e) Depreciation and amortisation expense 11 1,07,55,777 1,01,03,481(f ) Other expenses 25 22,49,77,779 21,04,84,236Total Expenses 90,68,65,474 1,17,72,23,922

V "�� ]��!��7��$��@��{��~ 3,24,20,308 2,01,03,535

VI Exceptional Items - -VII "�� ]��@��{��~ 3,24,20,308 2,01,03,535VIII Tax Expense

Current Tax (including wealth tax and income tax for earliers) 67,37,919 40,67,580Deferred Tax 22,63,463 17,73,637

IX "�� {��~ 2,34,18,926 1,42,62,318

X Earning per equity share of ` 10/- eachBasic 17.16 10.45Diluted 17.16 10.45

SIGNIFICANT ACCOUNTING POLICIES AACCOMPANYING NOTES FORMING INTEGRAL PART OF THE FINANCIAL STATEMENTS B(1 - 37)





32

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014Year ended

31st March, 2014 Year ended

31st March, 2013�� ! <��"�� %��@��!��$� 3,24,20,308 2,01,03,535 Depreciation 1,07,55,777 1,01,03,481 Interest 23,60,932 78,04,802 Rent (14,04,000) (14,04,000) Dividend Income (16,77,833) (18,11,544)� �"��#$��%�� (4,05,07,091) (4,62,79,788)� �"��#$��& �� 94,32,500 - Interest Income (40,84,347) (84,46,497)

(2,51,24,062) (4,00,33,546) �7��"�� ]��\��'�7��'�� 72,96,246 (1,99,30,011) Adjustments for: Inventories 2,74,50,592 (1,62,67,335) Trade & Other Receivables 24,24,32,070 4,68,60,139 Provisions 1,56,835 4,70,271 Trade Payable (13,67,41,103) (1,51,30,838)

13,32,98,394 1,59,32,236 Cash generated from the operation 14,05,94,640 (39,97,775)

Direct Tax (70,75,663) (38,99,502) Net Cash from operating activities "A" 13,35,18,977 (78,97,277)B. Cash Flow from Investing Activities Purchase of Fixed Assets (61,43,081) (13,36,92,440) Capital Work in progress - - Sale of Fixed Assets 4,78,79,020 7,88,32,580� '��#�"(��& �� (4,51,89,209) (14,94,008)� )*�#�&��+�� (3,95,46,732) 11,39,18,713 Interest Received 31,23,133 1,01,96,672 Rent 14,04,000 14,04,000 Dividend Income 16,77,833 18,11,544 Net Cash used in Investing activities "B" (3,67,95,036) 7,09,77,061C. Cash Flow from Financing Activities Proceeds from Secured Loans (1,15,07,681) (4,64,76,759) Paid to Unsecured Loans (5,84,68,286) (8,33,01,405) Dividend & Dividend Tax (15,86,477) (15,86,477) Interest (23,60,932) (78,04,802) Net Cash used in Financing activities "C" (7,39,23,376) - (13,91,69,443)� ,��&��#�%��-��.(� ��/)/�� 2,28,00,565 (7,60,89,659) Cash & Cash equivalent as at 01st April, 2013 1,47,95,005 9,08,84,664 Cash & Cash equivalent as at 31st March, 2014 3,75,95,571 1,47,95,005 Cash and Cash Equivalents include: Cash in hand 7,60,434 8,21,796 Bank Balances with Scheduled Banks - in current accounts 3,65,40,895 1,37,06,031 - unpaid dividend account 1,44,242 2,07,178� 0�� %�%�� 21,31,698 1,24,94,965

3,95,77,269 2,72,29,970 Less: Fixed Deposits not considered as cash equivalents 19,81,698 1,24,34,965 Total 3,75,95,571 1,47,95,005





33

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2014A. SIGNIFICANT ACCOUNTING POLICIES:

a) Basis of Preparation:1�� %��(��'�%�%��%��Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. 1�� %�(%�� (��1��(��policy has been consistently applied by the Company.The Company follows the mercantile system of accounting in general and recognizes income and expenditure on accrual basis except as otherwise stated.

b) Use of Estimates:1��%��(��.(��to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent ��%��%��(��%(��%��(��estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

c) Fixed Assets:��%��%�� (�%��(��2��2��(�(��%�%��#��%�impairment losses if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working ��%��%�%�(��)��.(��%��*��(��%��to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.

d) Depreciation:Depreciation is provided using the Straight Line Method at the rates prescribed under Schedule XIV of the Companies Act, 1956.$��%��%#�(��%��3�%�� %�

Fixed assets costing each ` 4555#0��(��%��%��(��

+��%��%%�%#%��%��%(�� %�%��

e) Impairment of Fixed Assets:The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on ��#��%�� (��%�� amount. The recoverable amount is the greater of the assets net selling price and value in use. In assessing value in use, ��%� �(�(��%��(��%� �� (�� %� �� &�� 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. Current investments are carried at lower of cost or fair value. In respect of current investments, the shortfall in the book value whencompared to market value of said investment on individual basis is charged to Revenue account.

g) Inventory Valuation:Traded Goods'��*��%�� (�%��%��3�� (��(��%��%��(��basis. 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 of the transaction. Any income or expense on account of exchange difference either on settlement or on translation is recognized


34

��'��"��%�$��6��%�$��%��%��(��%��rate prevailing on the date of the Balance Sheet.

i) Forward Contracts:The premium or discount arising at the inception of forward exchange contracts is amortised as expense or income over the ��%��(��%��%��%��recognised as income or as expense for the year.

j) Revenue Recognition:

Sale of Goods

7� �(��%��*��%��%��%�� %��(��normally coincides with dispatch of goods. Sales are net of returns, trade discounts, and sales tax and include excise duty.

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

Subsidy from governments, Sales Tax assessment dues, Insurance claims are accounted for when reasonable certainty of receipt is established.

�~ !$7��]��

{�~ �� %�� 7��

Gratuity

Gratuity liability is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of ��

The Company makes annual contribution to the Employees’ Group Gratuity Scheme of the Life Insurance Corporation ��&%�2��(%�%�%��%��.(��1�� %��(��(�� %�employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary, payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon ��

��(��#��%��*��%��(��%��%��%�

Leave Encashment

Leave Encashment liability is provided for on the basis of an actuarial valuation on projected unit credit method made ��%��

The Company allows to encash the privilege leave up to maximum of 15 days per annum from the maximum accumulated leaves of 84 days of qualifying employees. The company provides for unencashed portion of leave of .(��%��%�%��(�(%�%�

{��~ �� %��7��

1��"��%��%��(��(%��%�%�� informal obligation to pay additional sums. These comprise of contributions to the employees provident fund with �� %�� *��'�� &�(��1��8�� %��%�contribution plans are recognised as expenses during the period in which the employees perform the services that the payment covers.


35

l) Taxes on Income:

Income tax is accounted in accordance with AS-22 ‘Accounting for taxes on income’, issued by The Institute of Chartered ��(�� &%�� &��&�2�� (%��(�� %�%��%� ��+��%� �� of the current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier year Deferred tax assets are recognised only to the extent that there is reasonable certainty that �(��(�(�� %��%��%(��(��%�%��%��%�� (��(��(�(�� 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 and tax laws for the year.

Credit entitlement in respect of Minimum Alternate Tax (MAT) is considered on management estimation of regular taxation in future

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 three months.

n) Borrowing Cost:

&��%��%��%��%��.(��%��(��%��ready for use. Other borrowing costs are charged to revenue.

o) Earnings Per Share:

)��(��%��%� �%�� %��(�� .(��shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating %��(��%��2� �� %��(�� .(��%��%� ��%�average 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:

�� %��%�� (��(��%��.(��%��2��%��%��(��%��%��%��


36

B. NOTES ON ACCOUNTS :


(`)


(`)

1 SHARE CAPITALAUTHORISED30,00,000 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 3,00,00,000ISSUED, SUBSCRIBED AND PAID-UP13,65,034 Equity Shares of `10 each, fully paid-up(Previous year 13,65,034 Equity Shares of `10 each, fully paid-up)

1,36,50,340 1,36,50,340

1,36,50,340 1,36,50,340a) 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 is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.During the year ended 31st March, 2014, the amount of per share dividend recognized as distributions to equity shareholders was ` 1 (31st March, 2013: ` 1)In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

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

Particulars As at 31st March, 2014 As at 31st March, 2013Equity Shares Equity Shares

Number (`) Number (`)

Shares outstanding at the beginning of the year 13,65,034 1,36,50,340 13,65,034 1,36,50,340Shares 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,��.(��%��%��#�(��%��%#��(��%��#��

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

Name of ShareholderAs at 31st March, 2014 As at 31st March, 2013

No. of Shares held

% of Holding

No. of Shares held

% of Holding

Hindustan Composites Ltd 2,72,800 19.98 2,72,800 19.98Rasoi Limited 2,72,800 19.98 2,72,800 19.98Looklink Finance Limited 1,13,319 8.30 1,13,319 8.30Pallawi Resources Ltd 94,600 6.93 94,600 6.93Surdas Trading & Mfg Co Ltd 78,742 5.77 78,742 5.77

e) Aggregate number of bonus shares issued, share issued for consideration other than cash and shares bought %��7�� $$��7��7�� : Nil

f) Shares reserved for issue under options : Nil


37


(`)


(`)

2 RESERVES AND SURPLUS

CAPITAL RESERVE 23,80,00,000 23,80,00,00023,80,00,000 23,80,00,000

GENERAL RESERVE 45,70,80,288 45,70,80,288 45,70,80,288 45,70,80,288

SURPLUSAs per last balance sheet 1,60,80,663 34,04,822

� � �%%!�"�� 2,34,18,926 1,42,62,318 3,94,99,589 1,76,67,140

Less : AppropriationsProposed Dividend on equity shares (amount per share `1 (P. Y ` 1)) 13,65,034 13,65,034Corporate Dividend Tax 2,31,988 2,21,443

Net surplus 3,79,02,567 1,60,80,663Total 73,29,82,855 71,11,60,951

3 LONG TERM BORROWINGSSecuredTerm LoansVehicle loans from others - 28,66,352Total - 28,66,352

$��*��%(��95::0:9��;�<�::=��>?��plus interest) of ` 92@A2@55#0�� %��1��(��%�� business.

4 DEFERRED TAX LIABILITIES (NET)Deferred tax liabilities 1,73,03,306 1,53,93,9437��%��%�� 19,59,855 19,09,363Total Deferred tax liabilities 1,92,63,161 1,73,03,306Deferred tax assets 66,16,195 64,80,469Disallowances under Income Tax Act, 1961 (3,03,607) 1,35,726Total Deferred tax assets 63,12,588 66,16,195Deferred tax liabilities (net) 1,29,50,573 1,06,87,111

5 OTHER LONG TERM LIABILITIESSecurity deposits 43,55,800 35,46,300Total 43,55,800 35,46,300


38


(`)


(`)

6 LONG TERM PROVISIONS"��$7��%�� {��~Leave encashment 24,76,817 30,54,328Total 24,76,817 30,54,328

7 SHORT TERM BORROWINGSSecuredWorking capital loans from banks 1,31,82,148 2,18,23,477UnsecuredLoan from Related party - 5,00,00,000Buyers credit arrangements - 84,68,286Total 1,31,82,148 8,02,91,763a) Working capital loans from banks is secured against hypothecation of goods and book debts and equitable mortgage on

�� :>�B4=��:@�94=��

�� $��*��C�%(��$��%��%��%��:>=��

c) Buyers credit arrangement from bank carry the interest at LIBOR plus 83 basis points.8 TRADE PAYABLES

Small and Medium Enterprises - -Others 6,13,49,957 15,27,19,217Total 6,13,49,957 15,27,19,217Payment against supply from Micro Small and Medium Enterprises and ancillary undertaking are made in accordance with the agreed credit terms and to the extent ascertained from available information, the Company does not have any MSME creditors beyond the stipulated credit period.

9 OTHER CURRENT LIABILITIESCurrent maturities of long term borrowings (note 3) 28,66,352 26,46,598Interest accrued but not due on borrowings 18,16,031 18,95,859Book overdraft - 63,930Unpaid dividends 1,44,242 2,07,178Salary and reimbursements 47,11,125 47,19,173Contribution to provident fund 10,78,538 10,10,191Advance received from customers 43,06,587 31,63,089Advance against premises 5,00,056 3,00,00,000Statutory dues 88,58,648 82,35,602Other payables 2,72,92,466 4,58,13,768Total 5,15,74,045 9,77,55,388

10 SHORT TERM PROVISIONSProvision for leave encashment 8,25,606 10,18,109Provision for Gratuity (Funded) 9,16,304 -Proposed dividend 13,65,034 13,65,034Provision for corporate dividend tax 2,31,988 2,21,443Total 33,38,932 26,04,586


39

11 FIXED ASSETS (`)Particulars Gross Block Depreciation Net Block

As on1st April, 2013

Additions Deductions As on 31st March, 2014

As on1st April, 2013

For the year Deductions/ Adjustment

As on31st March, 2014

As on 31st March, 2014

As on 31st March, 2013

Tangible Assets

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

$%��$��C��%�- 56,56,012 - - 56,56,012 8,35,148 59,537 - 8,94,685 47,61,327 48,20,864

Factory Building 2,38,26,842 - - 2,38,26,842 1,12,71,720 6,95,414 - 1,19,67,134 1,18,59,708 1,25,55,122

��"��D�7��%��%��--

24,21,59,758 7,10,770 54,75,000 23,73,95,528 1,34,13,275 39,48,093 6,95,847 1,66,65,521 22,07,30,007 22,87,46,483

Plant Machinery and Equipment 92,91,481 - - 92,91,481 76,34,088 3,95,087 - 80,29,175 12,62,306 16,57,393

Furniture & Fixture 1,51,00,681 15,000 1,65,350 1,49,50,331 71,51,297 6,46,901 11,133 77,87,065 71,63,266 79,49,384

��.(�� 1,43,53,019 3,33,178 3,08,987 1,43,77,210 55,93,050 5,58,092 1,26,160 60,24,983 83,52,227 87,59,969

Computers 1,10,18,510 4,,52,417 - 1,14,70,927 83,94,245 8,23,091 - 92,17,337 22,53,591 26,24,265

Vehicles 3,91,91,687 46,31,716 81,38,453 3,56,84,950 1,74,38,047 36,29,562 58,82,721 1,51,84,888 2,05,00,062 2,17,53,640

Total 36,07,11,721 61,43,081 1,40,87,790 35,27,67,012 7,17,30,870 1,07,55,777 67,15,861 7,57,70,788 27,69,96,225 28,89,80,851

Previous Year 27,33,91,269 13,36,92,439 4,63,71,986 36,07,11,721 7,54,46,582 1,01,03,481 1,38,19,194 7,17,30,870 28,89,80,851 -

-��%�� %� --��(%��


(`)


(`)12 Non-Current Investments(A) Trade Investments Equity instruments 20,98,07,563 22,13,57,563(B) Others Investments in Government Securities 4,66,05,000 - Total 25,64,12,563 22,13,57,563

(A) Details of Trade Investments

Particulars FaceValue (`)

No. of Shares Extent of Holding (%) Quoted / Unquoted

Partly Paid / Fully paid

(`) Basis of Valuation

31st March, 2014

31st March, 2013

31st March, 2014

31st March, 2013

31st March, 2014

31st March, 2013

Casil Health Products Limited :5#0 100 100 0.20 0.20 Quoted Fully Paid 2,335 2,335 at cost

Glaxo Smithkline Consumer Healthcare Limited :5#0 70 70 0.00017 0.00017 Quoted Fully Paid 4,200 4,200 at cost

Hindustan Unilever Limited :#0 1,593 1,593 0.000077 0.000077 Quoted Fully Paid 24,263 24,263 at cost

Rasoi Limited :5#0 3,60,062 3,60,062 18.64 18.64 Quoted Fully Paid 8,36,65,727 8,36,65,727 at cost

Hindustan Composites Limited :5#0 3,69,234 3,69,234 7.50 7.50 Quoted Fully Paid 12,60,81,038 12,60,81,038 at cost

Aggregate amount of quoted investments (Market value ` 28,67,96,932 /- previous year ` 26,11,21,082 /-)

20,97,77,563 20,97,77,563

NKGSB Co-operative Bank Ltd. :5#0 2,500 2,500 0.0047 0.0047 Unquoted Fully Paid 25,000 25,000 at cost

Super Bazar The Cooperative Stores Limited :5#0 500 500 5.00 5.00 Unquoted Fully Paid 5,000 5,000 at cost

Leaders Healthcare Limited :5#0 - 1,92,500 - 19.44 Unquoted Fully Paid - 1,15,50,000 at cost

Aggregate amount of unquoted investments 30,000 1,15,80,000

Total (A) 20,98,07,563 22,13,57,563

(B) OthersInvestments in Government Securities

<�>>=�E &�)�%�5A#5B#959? 42552552555#0 1 - - - Quoted Fully Paid 4,66,05,000 - at cost

Total (B) 4,66,05,000 -

Total (A)+(B) 25,64,12,563 22,13,57,563


40


(`)


(`)

13 LONG TERM LOANS AND ADVANCES

Unsecured, considered goodSecurity deposits 33,11,389 42,82,419Prepaid Expenses 14,47,697 17,23,445Other loans and advancesLoans and advances to employees 9,02,000 11,85,000Sales tax deposits 2,87,755 2,87,755)��(��#�E� ��(�� 4,82,984 20,52,980Capital Advance - 9,00,00,000Total 64,31,825 9,95,31,599

14 CURRENT INVESTMENTSInvestments in mutual funds 21,95,717 14,94,008Total 21,95,717 14,94,008

ParticularsNo. of Units Quoted /

UnquotedPartly Paid / Fully paid (`) Basis of

Valuation31st March,

201431st March,

201331st March,

201431st March,

2013LICMF Liquid Fund - Dividend Plan 1999.742 1360.663 Quoted Fully paid 21,95,717 14,94,008 at costTotal 1999.742 1360.663 21,95,717 14,94,008

15 INVENTORIES� ��*�2� �(�%�%��%��6��

�� 16,59,94,374 19,34,44,966 (Including in transit ` 5,42,24,582 (previous year `3,17,92,868)) Total 16,59,94,374 19,34,44,96616 TRADE RECEIVABLES Unsecured, considered good Outstanding over six months from the date they are due for payment 36,01,742 97,68,628 Others 5,64,43,526 18,91,68,473

Total 6,00,45,268 19,89,37,101

17 CASH AND CASH EQUIVALENTS Balances with Banks

In Dividend Accounts 1,44,242 2,07,178In Margin money 19,81,698 1,24,34,965In Current Accounts 3,65,40,895 1,37,06,031In Fixed Deposits 1,50,000 60,000

Cash in hand 7,60,434 8,21,796 Total 3,95,77,269 2,72,29,970

Margin money are lying with banks against bank guarantees and non fund based limits


41


(`)


(`)18 SHORT-TERM LOANS AND ADVANCES

Unsecured, considered goodInter Corporate Deposit 5,00,00,000 -Advance income tax(Net of provision for taxation ` 2,56,01,528#0��"�F��` :2A929:25>?#0� 1,99,61,632 1,96,34,435Prepaid expenses 20,73,519 25,98,039Loans and advances to employees 23,05,903 21,66,529Advance to suppliers 35,70,027 1,78,53,844)��(��#�� (�� 86,66,781 38,16,070Advance recoverable in cash or kind 2,55,471 59,501Total 8,68,33,333 4,61,28,418

19 OTHER CURRENT ASSETSInterest accrued 13,74,893 4,13,679Advance to Gratuity trust - 8,18,181Total 13,74,893 12,31,860

Year ended 31st March, 2014

(`)


(`)

20 REVENUE FROM OPERATIONSNet Sales

Sale of products 89,12,55,107 1,13,68,41,98689,12,55,107 1,13,68,41,986

Other operating revenueCommission 23,000 23,48,142Miscellaneous Income 3,34,404 1,95,500

Total 89,16,12,511 1,13,93,85,628

21 OTHER INCOMEDividend:

From long term investments 7,54,866 14,91,777From current investments 9,22,967 3,19,767

"��%��,�� 4,05,07,091 4,62,79,788Interest income 40,84,347 84,46,497Rent 14,04,000 14,04,000Total 4,76,73,271 5,79,41,829

22 CHANGES IN INVENTORIES OF STOCK - IN - TRADEOpening Stock :

Stock - in - trade 19,34,44,966 17,71,77,63119,34,44,966 17,71,77,631

Closing Stock :-Stock - in - trade 16,59,94,374 19,34,44,966

16,59,94,374 19,34,44,966Total 2,74,50,592 (1,62,67,335)


42


(`)


(`)

23 EMPLOYEE BENEFITS EXPENSESalaries, wages and bonus 9,84,88,718 8,90,61,825Contributions to -

Provident fund and other funds 76,39,750 69,27,242Gratuity fund contributions 17,34,485 21,79,145

Leave encashment 15,42,470 16,39,730Staff welfare expenses 39,72,437 42,50,875Total 11,33,77,860 10,40,58,817

24 FINANCE COSTSInterest expense 23,60,932 78,04,802Bank charges 20,36,867 29,82,559Total 43,97,799 1,07,87,361

25 OTHER EXPENSESRent 49,52,468 53,55,273Repairs and maintenance:Building 19,30,814 6,28,094Machinery - -Others 23,56,784 24,99,142Power and fuel charges 23,07,079 20,33,340Insurance 14,09,010 28,89,711Rates and Taxes 1,06,01,873 40,05,084Travelling and Conveyance expenses 4,49,73,887 4,57,06,934Legal and Professional fees 3,36,43,315 1,11,76,890Freight and Forwarding expenses 1,84,30,305 1,87,99,797Clearing and Forwarding expenses 2,54,63,087 2,32,35,007Advertising and Sales Promotion expenses 2,12,94,518 5,21,65,115Commission (other than sole selling agent) 65,08,306 64,40,329��(��(�� 2,26,55,733 86,39,764Loss on sale of investment 94,32,500 -Miscellaneous expenses 1,90,18,100 2,69,09,756Total 22,49,77,779 21,04,84,236


(`)


(`)26 CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF

Surety given on behalf of body corporate 23,00,000 23,00,000Income tax 1,73,33,543 1,73,33,543Sales tax matters in dispute (including interest wherever applicable) 56,55,891 10,45,206


43

27 AUDITORS REMUNERATION

Particulars Year ended

31st March, 2014(`)


(`)Statutory audit fees (including service tax) 4,38,204 4,38,204��*��(%�� 2,58,428 2,58,428Out-of-pocket expenses 44,080 34,168Total 7,40,712 7,30,800

28 RETIREMENT BENEFIT�~ �� ]�� "��

The following table sets out the funded status of the gratuity plan and unfunded status of Leave Encashment and the ��(��3�%��8��>:st March, 2014a) Gratuity Fund (Funded)

Particulars As at31st March, 2014 (`)

As at31st March, 2013 (`)

i) Changes in benefit obligation:Projected benefit obligations, beginning of the year (1st April, 2013)

73,09,046 51,24,035

Interest cost 5,84,724 4,09,923Service cost 15,53,925 14,56,441Benefits paid 11,86,048 (4,90,962)��(��#�� 2,82,810 8,09,609Projected benefit obligation, end of the year 85,44,457 73,09,046

ii) Change in plan assets:Fair value of the plan assets, beginning of the year (1st April, 2013)

57,97,325 57,91,459

Actual return on plan assets 6,86,974 4,96,828Employers’ contribution 23,29,902 -Benefits paid 11,86,048 (4,90,962)Fair value of plan assets at the end of the year 76,28,153 57,97,325Bank balance - -Total fair value of plan assets at the end of the year 76,28,153 57,97,325Excess of obligation over plan assets 9,16,304 15,11,721Accrued liability 9,16,304 15,11,721

iii) Reconciliation of fair value of assets and obligationsPresent value of the obligation 85,44,457 73,09,046Fair value of plan assets 76,28,153 57,97,325G0�(%�%��#�� 9,16,304 15,11,721Old outstanding liability related to previous year - -G��3�%��(��#�� - -G0�(%�%��#��3�%�� 9,16,304 15,11,721

iv) Expenses recognized during the year:

ParticularsYear ended

31st March, 2014(`)


(`)Service cost 15,53,925 14,56,441Interest on defined benefit obligation 5,84,724 4,09,923Actual return on plan assets (6,86,974) (4,96,828),��(��#��3�%�� 2,82,810 8,09,609Net gratuity 17,34,485 21,79,145


44

v) Investment details:Particulars =�� %L. I. C Group Gratuity Policy :55=

vi) Actuarial assumptions:Particulars As at

31st March, 2014(`)


(`)

Mortality table Indian Assured Lives Mortality

(2006-08) (Ultimate)

1994-96 (LIC) (Ultimate)

Retirement age 58 years 58 yearsWithdrawal rates :�55=��(� :�55=��(�

Future salary rise 4�55=��(� 4�55=��(�

Rate of discounting <�55=��(� <�55=��(�

Rate of increase in compensation level 4�55=��(� 4�55=��(�

��~ �$��7�� +��Particulars 31st March,

2014(`)

31st March, 2013

(`)

31st March, 2012

(`)

31st March, 2011

(`)

31st March, 2010

(`)

Defined benefit obligation 85,44,457 73,09,046 51,24,035 44,63,280 39,40,907Plan assets ( including bank balance )

76,28,153 57 ,97 ,325 57 ,91 ,459 50 ,94 ,101 37,11,612

�'(��(��#�+�� 9,16,304 15,11,721 (6,67,424) (6,30,821) ?2A92A::-

Experience adjustments on Plan ��#��

2,82,810 8,09,609 1,53,773 (7,36,666) 70,257

Experience on plan assets 2,23,188 33,511 17,394 1,16,149 76,872� -��(%��((�(��%�� (��

b) Leave encashment (Unfunded)Changes in Benefit Obligation:

Particulars As at31st March, 2014

(`)


(`)

Actuarial Value of Projected Benefit Obligations (PBO) (Opening Balance)

40,72,437 36,02,166

Interest Cost 3,25,795 2,88,173Service Cost 10,16,591 10,05,261)��"�%�#��(�% �>92?<25B9- 11,69,459��(��E��#�$�� 11,55,672 3,46,296PBO at the end (Closing Balance) 33,02,423 40,72,437

a) Balance Sheet Statement:Present value of the Obligation 33,02,423 40,72,437Fair value of plan assets NIL NILUn-funded Liability 33,02,423 40,72,437G��3�%��(��#�� NIL NILUn-funded liability recognized in Balance Sheet 33,02,423 40,72,437


45

b) Statement of Profit & Loss:Particulars Year ended

31st March, 2014(`)


(`)Interest Cost 3,25,795 2,88,173Service Cost 10,16,591 10,05,261Expected return on plan assets NIL NIL��(��E��#��$��3�% ( 11,55,672) ( 3,46,296)Net Loss to be provided as expense in Statement of Profit & Loss:

24,98,058 16,39,730

Date of Valuation 31st March, 2014 31st March, 2013Discounting Rate <�55=��(� <�55=��(�Rate of Increase in Compensation level 4�55=��(� 4�55=��(�Rate of Return on Plan Assets N.A. N.A.

�$��7�� +��Particulars 31st March,

2014(`)

31st March, 2013

(`)

31st March, 2012

(`)

31st March, 2011

(`)

31st March, 2010

(`)Defined Benefit Obligation 33,02,423 40,72,437 36,02,166 15,20,436 12,13,571Plan Assets ( including bank balance ) N A N A N A N A N A'(��(��#��+�� N A N A N A N A N AExperience Adjustments on Plan $��$��#��E��

11,55,672 3,46,296 30,88,553 3,05,817 (2,91,488)

Experience on Plan Assets N A N A N A N A N A]~ �� %��7��

1��%� �� (�� "��%� ��(�� (%�%�(%��(�� provident and other funds

ParticularsYear ended

31st March, 2014(`)


(`)a) Provident Fund Employers contribution to Provident Fund 41,57,385 34,35,606 Employers contribution to Pension Scheme 21,19,313 20,79,898b) Employee State Insurance Corporation (ESIC) Employers contribution to ESIC 12,33,178 :925B2??B-

� �-1��%��(��(%��(��` B?2?>9#0��(��

29. SEGMENT REPORTINGAs the Company’s business activity fall within a single primary business segment viz FMCG products and its operation are ��&%�2��%��(��.(��(��'�%�%�H�:B�I'��7��88��%��(��Standards) Rules 2006 is not applicable.

30. RELATED PARTY DISCLOSURESRelated party disclosures, as required by Accounting Standard 18 - “Related Party Disclosures” issued by the Institute of Chartered Accountants of India, are given below:A) Names of related parties and description of relationship:

�~ !��7��+��Z"��Z"�� Rasoi Limited Hindustan Composites Limited Looklink Finance Limited Pallawi Resources Limited Surdas Trading & Mfg. Co. Limited


46

Pallawi Trading & Mfg. Co. LimitedAxon Trading & Mfg. Co. LimitedLotus Udyog LimitedGoodpoint Advisory Services and Investments LimitedLeaders Healthcare LimitedRasoi Express Private LimitedNoble Trading Company LimitedSilver Trading & Services LimitedManoj Mody Foundation - (Mr. Raghu Nandan Mody and Mr. Varunn Mody - Trustees)

b) Key Management Personnel (KMP) and Relatives of KMPMr. Raghu Nandan Mody - ChairmanMr. Varunn Mody - DirectorMrs. Sakshi Mody - Relative of DirectorMr. Atul Tandan - DirectorMr. Shamsunder Aggarwal - Director (upto 13th February, 2014)Mr. Sanjay Kothari - DirectorMr. Bipin Vengsarkar - Executive Director (w.e.f. 1st November, 2013)Mr. Sohan Sarda - Manager

B) Related Party Transactions

Particulars

Key Management Personnel (KMP) (`)

Enterprises where KMP / Relatives of KMP have �� (`)

Total (`)

Year ended Year ended Year ended31st March,

201431st March,

201331st March,

201431st March,

201331st March,

201431st March,

2013Loan taken / (Repaid back) Hindustan Composites Limited - - - 11,50,00,000 - 11,50,00,000 Hindustan Composites Limited - - (5,00,00,000) (6,50,00,000) (5,00,00,000) (6,50,00,000)Total - - (5,00,00,000) 5,00,00,000 (5,00,00,000) 5,00,00,000Deposit given / (Received back) Rasoi Limited - - - ( 5,00,00,000) - ( 5,00,00,000)Total - - - (5,00,00,000) - (5,00,00,000)Sale (including other related income) Rasoi Limited - - 1,50,76,611 22,49,30,900 1,50,76,611 22,49,30,900Total - - 1,50,76,611 22,49,30,900 1,50,76,611 22,49,30,900Other Income (Sale of Assets) Hindustan Composites Limited - - 1,79,750 2,08,125 1,79,750 2,08,125Total - - 1,79,750 2,08,125 1,79,750 2,08,125Rent received from Hindustan Composites Limited - - 12,00,000 12,00,000 12,00,000 12,00,000 Manoj Mody Foundation - - 1,32,000 1,32,000 1,32,000 1,32,000 Total - - 13,32,000 13,32,000 13,32,000 13,32,000Rent paid to Rasoi Limited - - 60,000 2,84,648 60,000 2,84,648 Hindustan Composites Limited - - - 8,00,000 - 8,00,000 Rasoi Limited – Service Tax - - 7,416 33,948 7,416 33,948Total - - 67,416 11,18,596 67,416 11,18,596Interest received from Rasoi Limited - - 8,55,997 3,21,404 8,55,997 3,21,404Total - - 8,55,997 3,21,404 8,55,997 3,21,404Interest paid to Hindustan Composites Limited - - 7,96,027 39,65,753 7,96,027 39,65,753Total - - 7,96,027 39,65,753 7,96,027 39,65,753


47

Particulars



Total (`)

Year ended Year ended Year ended31st March,

201431st March,

201331st March,

201431st March,

201331st March,

201431st March,

2013Reimbursement of expense to Hindustan Composites Ltd. - Insurance

- - - 55,340 - 55,340

Total - - - 55,340 - 55,340Reimbursement of expense from Rasoi Limited - - - 1,64,110 - 1,64,110 Total - - - 1,64,110 - 1,64,110Payment for Services received from Rasoi Express Private Limited - - 64,06,264 51,55,485 64,06,264 51,55,485 Total - - 64,06,264 51,55,485 64,06,264 51,55,485Purchase of Finished Goods from Leaders Healthcare Limited - - 13,29,53,774 13,14,89,539 13,29,53,774 13,14,89,539 Total - - 13,29,53,774 13,14,89,539 13,29,53,774 13,14,89,539Remuneration paid to Mr. Bipin Vengsarkar Mrs. Sakshi Mody

10,83,52324,50,040

-11,46,826

- -

- -

10,83,52324,50,040

-11,46,826

Mr. Sohan Sarda 30,25,000 26,37,639 - - 30,25,000 26,37,639 Total 65,58,563 37,84,465 - - 65,58,563 37,84,465Director sitting fee paid to Mr. Raghu Nandan Mody 5,000 30,000 - - 30,000 30,000 Mr. Varunn Mody

Mr. Atul Tandan 20,000 67,000

20,00060,000

--

--

20,00067,000

20,00060,000

Mr. Sanjay KothariMr. Shamsunder Aggarwal

62,0005,000

60,000-

--

--

1,34,0005,000

60,000-

Total 1,59,000 1,70,000 - - 1,59,000 1,70,000Dividend received from Rasoi Limited - - 3,60,062 7,20,124 3,60,062 7,20,124 Hindustan Composites Limited - - 3,69,234 7,38,468 3,69,234 7,38,468 Total - - 7,29,296 14,58,592 7,29,296 14,58,592Dividend paid to Rasoi Limited - - 2,72,800 2,72,800 2,72,800 2,72,800 Hindustan Composites Limited - - 2,72,800 2,72,800 2,72,800 2,72,800 Looklink Finance Limited - - 1,13,319 1,13,319 1,13,319 1,13,319 Pallawi Resources Ltd. - - 94,600 94,600 94,600 94,600 Surdas Trading & Mfg. Co. Limited - - 78,742 78,742 78,742 78,742 Pallawi Trading & Mfg. Co. Limited - - 30,000 30,000 30,000 30,000 Axon Trading & Mfg. Co. Limited - - 20,490 20,490 20,490 20,490 Lotus Udyog Limited - - 18,400 18,400 18,400 18,400 Goodpoint Advisory Serv. and Inv. Ltd. - - 14,000 14,000 14,000 14,000 Noble Trading Company Limited - - 8,866 8,866 8,866 8,866 Silver Trading & Services Limited Leaders Healthcare Limited

--

--

5,73627,344

5,73627,344

5,73627,344

5,73627,344

Mr. Raghu Nandan Mody 250 250 - - 250 250 Mr. Varunn Mody

Mr. Atul Tandan135100

135100

--

--

135100

135100

Total 485 485 9,57,097 9,57,097 9,57,582 9,57,582


48

C) Outstanding Balance as at 31st March, 2014

Particulars



Total (`)

Year ended Year ended Year ended

31st March, 2014

31st March, 2013

31st March, 2014

31st March, 2013

31st March, 2014

31st March, 2013

Sundry debtors

Rasoi Limited - - - 9,46,70,387 - 9,46,70,387

Sundry creditors - - - - - -

Leaders Healthcare Limited Rasoi Express Private Limited

- - --

28,55,4913,15,916

--

28,55,4913,15,916

Loan TakenHindustan Composites Limited (Net of TDS)

- - - 5,00,00,000 - 5,00,00,000

Interest receivable - - - - - -

Rasoi Limited - - - 2,89,264 - 2,89,264

Interest Payable

Hindustan Composites Limited - - - 1,60,274 - 1,60,274

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 2,60,81,038 2,60,81,038 12,60,81,038

Advance given for expenseHindustan Composites Limited - - - 37,752 - 37,752

Disclosure of loans and advances as per Clause 32 of Listing Agreement as at 31st March, 2014 and the maximum amount of outstanding during the year is ` Nil.

Notes: (i) No amount pertaining to related parties have been provided for as doubtful debts. Also, no amount has been ��#��*�

� � �� 1��%��%��%��%��

31 EARNINGS PER SHARE

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

� ��"��'��(��%��%� �%��(��.(��%��%� ��(��.(��(��%��%(��1��%��%��(��"'��!

Particulars Year ended31st March, 2014

(`)


(`)

"��%��(� 2,34,18,926 1,42,62,319,��(��#�%��(��%��"' 2,34,18,926 1,42,62,319Weighted average number of equity Shares outstanding 13,65,034 13,65,034Basic & diluted earnings per share (Face value ` 10 per share) 17.16 10.45

32 Current tax expenses include `1,57,985 (P.Y. ` :2@52:55#0��% `�92:B2>9A#0��"�F��` 4B2:9<#0��%�&��tax of earlier years respectively.


49

33�� &��*�#�� 2��$��(�(��#��

34 VALUE OF IMPORTS ON CIF BASIS

Particulars Year ended31st March, 2014

(`)


(`)Trading Edible oil – bulk - 21,10,22,979 Personal and health care 18,48,88,045 11,84,22,522

35 EXPENDITURE IN FOREIGN CURRENCYRoyalty 1,61,61,219 47,92,972Others 26,78,644 20,84,788

36 FOREIGN CURRENCY EXPOSURE

Particulars Currency Non – Hedged Hedged31st March, 2014 31st March, 2013 31st March, 2014 31st March, 2013

Creditors USD - 16,54,332.78 - -JPY 56,44,800 4,53,43,920.00 3,85,03,890 -

EURO 2,11,803 4,12,344.88 - -HKD - 4,76,768.36 - -GBP 2,239 - - -

Advance to creditors USD 16,261 4,686.94 - -

37 "��} ��%��7�� +��z��$��}�� ;

'��(��,��:��>B��

For and on behalf of the Board of Directors

Sanjay Kothari Bipin VengsarkarDirector Executive Director

Place : Mumbai Kuldip Balasia Sohan SardaDate : 29th May, 2014 V. P. – Corporate & Company Secretary ��


51

J. L. MORISON (INDIA) LIMITEDCIN: L51109WB1934PLC088167

7��%�� !�J7��(��8�952�'��7��,��6(*��K��7�%2�L��*��H�B55�55:2�1��!��5>>��99@<�5::@#42��!��5>>��99@<�:9552�E-mail: � ��;K��, Website: www.jlmorison.com

FOR KIND ATTENTION OF SHAREHOLDERS

Dear Shareholders,

As per the provisions of Section 88 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014, the Company needs to update its ‘Register of Members’ to incorporate certain new details, as required under the said provisions. Further, as per the “Green Initiative in the Corporate Governance” initiated by the Ministry of Corporate Affairs (MCA), vide its Circular ,��:B#95::�%��%�9:#5@#95::2��%��2�%��(��(%��(��7��to its members.

We, therefore request you to furnish the following details for updation of Register of Members and enable the Company to send all communication to you through electronic mode:

Folio No.Name of the Shareholder��8�#6��8�#'��(��8��,��

�%%��7��%� ��%%��6��Body Corporate)E-mail IDPAN or CINUIN (Aadhar Number)OccupationResidential StatusNationalityIn case member is a minor, name of the guardianDate of birth of the Member

_________________________Place: ____________ Signature of the MemberDate: _____________

L�%��(�� %��%(��%� ��%��%�� 7��D�'��1�� Company VIZ. “DATAMATICS FINANCIAL SERVICES LIMITED, PLOT NO.B-5, PART B, CROSS LANE, MIDC, MAROL, ANDHERI (EAST), MUMBAI – 400 093.”

1��0�� &+�� %�%��(�%��%��(�K�� (��(�� (��(��1�� (��Reports in physical form free of cost by post by making request for the same.

Thanking you,

For J. L. Morison (India) Limited

Kuldip BalasiaV. P. - Corporate & Company Secretary

�


52

NECS MANDATE FORMJ. L. MORISON (INDIA) LIMITED

CIN: L51109WB1934PLC0881677��%�� !�J7��(��8�952�'��7��,��6(*��K��7�%2�L��*��H�B55�55:2�1��!��5>>��99@<�5::@#42��!��5>>��99@<�:9552�

E-mail: � ��;K��, Website: www.jlmorison.com

DATAMATICS FINANCIAL SERVICES LIMITED UNIT: J.L.MORISON (INDIA) LIMITED Plot No.B-5, Part B, Cross Lane, MIDC, Marol, Andheri (East),Mumbai - 400 093 Email Id : ��.(��;%��

For SHARES HELD IN THE PHYSICAL MODEplease complete the form and mail to

For SHARES HELD IN THE ELECTRONICMODEplease inform respective DPs

Dear Sirs,Sub: Payment of Dividend through NECS

I hereby consent to have the amount of dividend on my Equity Shares credited through National Electronic Clearing Service (NECS). The particulars are:

:�� ,��#��&+��,��#+"&+�,��MMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMM

{#��<�;��6�� {�~��$��<�;��%��"}�~

9�� '��%��,��!�'��#'��#L(��#6#�. ___________________________________________________________________

____________________________________________________________________________________________________

3. Shareholders Address : _________________________________________________________________________________

____________________________________________________________________________________________________

4. Telephone No. _______________________________________5. Mobile No._______________________________________

6. Particulars of the Bank:

N� )*�,��!�MMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMM

N� )��,��%��%%��!MMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMM

N� 6��A�%��%��(��(�%��*�%�)��6&�7��.(��(��*!MMMMM

_________________________________________________________________________________________________

N� ��(��1��O��' ��

Current

Cash Credit

N� ��(��,(��.(��)��*�!MMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMM

N� &�'��%��,(��!MMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMM

7. Date from which the mandate should be effective:_____________________________________________________________

I hereby declare that the particulars given above are correct and complete. If the transaction is delayed or not effected at all �� 2� &��(�%��%��#7��D��1�� Company responsible. I also undertake to advise any change in the particulars of my account to facilitate updation of records for purpose of credit of dividend amount through NECS Facility.

Place: _____________ __________________________________+��!�MMMMMMMMMMMMMM� � � � � � '��(��#��%��

Note: 1) Please attach the photocopy of a Cheque or a cancelled bank cheque issued by your bank for verifying the accuracy of the code number.

2) The Form can be downloaded from the company’s website: www.jlmorison.com

�


53

J. L. Morison (India) LimitedCIN: L51109WB1934PLC088167

7��%�� !�J7��(��8�952�'��7��,��6(*��K��7�%2�L��*��H�B55�55:2�1��!��5>>��99@<�5::@#42��!��5>>��99@<�:9552��0��!�� ;K��, Website: www.jlmorison.com

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

79thAnnual General Meeting – 11th September, 2014Name of the Member (s) : __________________________________________________________________________________________Registered Address : __________________________________________________________________________________________

__________________________________________________________________________________________Email ID : __________________________________________________________________________________________��,�#��&+ : __________________________________________________________________________________________DP ID : __________________________________________________________________________________________&#P�2��6��MMMMMMMMMMMMMMMM�� %��!

1. Name:_________________________________ Address: __________________________________________________________________________________Email ID: ______________________________________________________________________ Signature: ______________________________, or failing him



��#�(��%�%� ��#(��#�(��BAth Annual General Meeting of the Company to be held on 11th day of September, 2014 at 11.00 a.m. at Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017 and at any adjournment thereof in respect of such resolution as are indicated below: Resolution

NumberResolutions Vote (Optional see note 2)

Please mention no. of Share)For Against Abstain

Ordinary Business:1. Ordinary Resolution for adoption of Audited Financial Statements for the year ended 31st March, 2014 and the

Reports of the Directors’ and the Auditors thereon.2. �%��7��(��%��+� �%�%��.(��'��%�%�>:st March, 2014.3. Ordinary Resolution for appointment of a director in place of Mr. Raghu Nandan Mody, Chairman, who retires

by rotation and being eligible, offers himself for re-appointment.4. �%�� 7��(�� 0�� 6#�� C��*�� D� ��2� ��%� ��(�� 7,�

:5>49>P�2�6(��'��(��(%�� %�� (�� (��E��6��(��(��(��E��6��%��(��Special Business:

5. Ordinary Resolution for appointment of Mr. Bipin Vengsarkar as Director of the Company w.e.f. 1st November, 2013.6. Special Resolution for appointment of Mr. Bipin Vengsarkar as an Executive Director of the Company for a

period of 3 years w.e.f. 1st November, 2013.7. Ordinary Resolution for appointment of Mr. Brij Gopal Roy as Director (Independent) of the Company w.e.f.

29th May, 2014.8. Ordinary Resolution for appointment of Mrs. Sakshi Mody as Director of the Company w.e.f. 29th May, 2014.9. Special Resolution for appointment of Mrs. Sakshi Mody as an Executive Director of the Company for a period

of 3 years w.e.f. 29th May, 2014.10. �%��7��(��6��(��1%��&%��%��+��%��

as such upto 31st March, 2019.11. Ordinary Resolution for appointment Mr. Sanjay Kothari as an Independent Director of the Company to hold

��(��(��>:st March, 2019.12. Special Resolution under Section 180(1)(c) of the Companies Act, 2013 for increase in borrowing powers of

the Company upto ` 100 Crores.13. Special Resolution under Section 180(1)(a) of the Companies Act, 2013 to authorize Board of Directors of the

��#��#�� %#�� the Company, both present and future upto an amount as approved by the shareholders of the Company under Section 180(1)(c) of the Companies Act, 2013.

14. Special Resolution for adoption of new set of Articles of Association of the Company.15. Ordinary Resolution under Section 181 of the Companies Act, 2013 for increase in limit of donation.16. Special Resolution under Section 94 of the Companies Act, 2013 for keeping registers, returns etc. at a place

��7��%��

Signed this _________ day of _______2014

Signature of Member: _________________________

Signature of Proxy holder: ______________________

Note:

1. 1��%�� 2��(�%��%(��%�%�%��%��7��%� ��@<��(��commencement of the meeting.

2. It is optional to indicate your preference. If you leave the for, against or abstain column blank against any or all resolutions, your proxy will be entitled to vote in the ��#��%��%��

��RevenueStamp of Re.0.15

�

THIS PAGE HAS BEEN INTENTIO

NALLY LEFT BLANK


55


7��%�� !�J7��(��82�952�'��7��,��6(*��K��7�%2�L��*��H�B55�55:��1��!�5>>099@<5::@#42��!�5>>099@<:9552�E-mail: � ��;K��, Website: www.jlmorison.com

ASSENT/DISSENT FORM FOR VOTING ON AGM RESOLUTIONS1. Name & Registered Address of Shareholder

(IN BLOCK LETTER)

2. Name(s) of Joint holders, if any

3. 7��%��,��#+"�&+�,��#��&+�,��-�-�� %��dematerialized form)

4. Number of share(s) held

5. &#P��#�(�� (��%��(��%��,��(��General Meeting dated 11th'��2�95:@�� #�(��%��7��(��*��) mark at the appropriate box below.

ItemNo. Description of the Resolution No. of share(s) I/We assent to the

resolution (FOR )I/We dissent to the

resolution (AGAINST)1. Ordinary Resolution for adoption of Audited Financial

Statements for the year ended 31st March, 2014 and the Reports of the Directors’ and the Auditors thereon.

2. Ordinary Resolution for declaration of Dividend on Equity '��%�%�>:st March, 2014.

3. Ordinary Resolution for appointment of a director in place of Mr. Raghu Nandan Mody, Chairman, who retires by rotation and being eligible, offers himself for re-appointment.

4. �%�� 7��(�� 0�� 6#��Haribhakti & Co., Chartered Accountants (having FRN 103523W), Mumbai as Statutory Auditors of the �� %� �� (�� Annual General Meeting until the conclusion of next �(��E��6��%��(��

5. Ordinary Resolution for appointment of Mr. Bipin Vengsarkar as Director of the Company w.e.f. 1st

November, 2013.6. Special Resolution for appointment of Mr. Bipin

Vengsarkar as an Executive Director of the Company for a period of 3 years w.e.f. 1st November, 2013.

7. Ordinary Resolution for appointment of Mr. Brij Gopal Roy as Director (Independent) of the Company w.e.f. 29th May, 2014.

8. Ordinary Resolution for appointment of Mrs. Sakshi Mody as Director of the Company w.e.f. 29th May, 2014.

�


56

9. Special Resolution for appointment of Mrs. Sakshi Mody as an Executive Director of the Company for a period of 3 years w.e.f. 29th May, 2014.

10. Ordinary Resolution for appointment Mr. Atul Tandan as an Independent Director of the Company to hold ��(��(��>:stMarch, 2019.

11. Ordinary Resolution for appointment Mr. Sanjay Kothari as an Independent Director of the Company to ��%��(��(��>:st March, 2019.

12. Special Resolution under Section 180(1)(c) of the Companies Act, 2013 for increase in borrowing powers of the Company upto Rs. 100 Crores.

13. Special Resolution under Section 180(1)(a) of the Companies Act, 2013 to authorize Board of Directors �� #��#�� %� #or movable assets of the Company, both present and future upto an amount as approved by the shareholders of the Company under Section 180(1)(c) of the Companies Act, 2013.

14. Special Resolution for adoption of new set of Articles of Association of the Company.

15. Ordinary Resolution under Section 181 of the Companies Act, 2013 for increase in limit of donation.

16. Special Resolution under Section 94 of the Companies Act, 2013 for keeping registers, returns etc. at a place ��7��%��

Place : _________________ ----------------------------------------Date : _________________ (Signature of the shareholder)

,��!�� &��(��(�� 0 ��2��%��(��%�� $��%��#+��!?th September, 2014(6.00 pm)(iii) Please read the instructions carefully before exercising your vote.

INSTRUCTIONSGeneral instructions:�� '��%�� (��0 �� #%��&��%��%�

��"��#�+��2��#��(�%�� 0 ��%� �� C�� 2��'��%�� (��#%��%��0 ��2�� %��(��0 ��%��%�

2. 1��(��E��6��%��%#�0��%��7��6��:st August, 2014 and voting rights shall be reckoned on the paid up value of the shares registered in the name of the shareholders as on the said date.

>�� Q��(��#�%��%��

Instructions for voting physically in Assent / Dissent Form:�� 6��%�� #�+��(�%��%��%��%��

'��(��3��2�6��6��$��E��2"��2�6#��6��E��%��2��'��2�6(��%��%��'��(��3��7��%� ��*��(��?�55��?th September, 2014. Any form received thereafter will be strictly treated as if the reply from such Member has not been received.

9�� 1��(�%��%�%��%��'��%��(��%��#�+��"��&��K��%��2��(�%��%�%��%��%�'��%��%��2��%�'��%��

>�� &��%��%��(��%��2��(��2��2��2��%��#�+��(�%��%��%�� )��%�7��(��#��(��3��(��(��3�%��duly attested.

4. 1��(��%�%��%��(��J� 78��%��(��J�E�&,'18��*��*��O��appropriate column in the Form. The assent or dissent received in any other form shall not be considered valid.

4�� 6��.(��%��%��*�%� ��%��(��%�(��*��

?�� 1��#�+�� #��%�� (��K��%��

B�� 6��.(��%(��#�+��2��.(��%2�%��%(��%��(�%��'��(��3��%��%�(%��(��,��:��

8. 6��.(��%��%��#�+��1��.(��%��#�+��form except giving their assent or dissent and putting their signature. If any other paper is sent along with the form the same will be destroyed by the Scrutinizer.

A�� 1��'��(��3��8��%�� %��#�+��%��%��

10. Incomplete, unsi��%��*�%��#�+��K��%�

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57


7��%�� !�J7��(��8�952�'��7��,��6(*��K��7�%2�L��*��H�B55�55:2�1��!��5>>��99@<�5::@#42��!��5>>��99@<�:9552��0��!�� ;K��, Website: www.jlmorison.com

E-Voting ProcedureDear Shareholder,Pursuant to the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide to the members facility to exercise their right to vote at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by National Securities Depository Limited (NSDL):1��%�,'+$�� %��0 �� (��0 ��&��%2��(��+��(�#Folio Number has been enrolled by the Company for your participation in e-voting on resolution placed by the Company on e-voting system.1��,��E6��%��%��0 ��%��#+��along with Attendance Slip and Proxy Form can be downloaded from the link ��!##�� %�� or www.jlmorison.com.The e-voting period shall commence on 4th September, 2014 (9:00 am) and end on 6th September, 2014 (6:00 pm). During this period shareholders’ of the Company may cast their vote electronically. The e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is casted by the shareholder, the shareholder shall not be allowed to change it subsequently.The voting rights of shareholders shall be in proportion to their holdings in the paid up equity share capital of the Company as on Friday, 1st August, 2014 (being cut-off date).The procedure to login to e-voting website is given below:1. &��%�� %�%��#��%��'��E6

�Q�,��Q�� ,(��2�G'�7�&+2�"�''P 7+#"&,

2. $(��G7$!��!##�� %��#

3. Click on “Shareholder – Login”.4. Put user ID and password as initial password noted in step (1) above and Click Login.5. "��%��(��%��%��(��(��<�%��#��

combination thereof.6. Home page of “e-Voting”opens. Click on e-Voting: Active Voting Cycles.7. Select “EVEN” of J. L. Morison (India) Limited. Members can cast their vote online from 4th September, 2014 (9:00 am) and ends

on 6th September, 2014 (6:00 pm).Note: e-voting shall not be allowed beyond said time.

8. Now you are ready for “e-voting” as “Cast Vote” page opens.9. ��(�� %��*��I'(��R�%��I��R��%�

&��(��%��%� �%(��2�CG�2�,7&��.(��%��%��%��"+�#S"E�� )��%�7��(��#��(��%��(��%(��(��3�%��are authorized to vote, to the Scrutinizer through e-mail: ��(��3��;��(��with a copy marked to � ��;�%��

Please note that:N� $��0 ��%��%�(�� (�(��(��*��0��%��&��(�� 2��(�

will need to go through ‘Forgot Password’ option available on the site to reset the same.N� F�(��%�%��%��(��%��(��(�� 0 ��(��%��(�

are the shareholder.N� &��%�%��(��%��%��*��(��*��%��

Please note that if you have opened 3-in-1 account with ICICI Group i.e. bank account and demat account with ICICI Bank Limited and trading account with ICICI Securities Limited, you can access e-Voting website of NSDL through their website viz.; www.icicidirect.com for the purpose of casting your votes electronically by using your existing user ID and password used for accessing the website www.icicidirect.com. Please note that in case you are not able to login through ICICI direct website, you can also access the e-Voting system of NSDL by using your existing user ID and password for the e-voting system of NSDL.In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for members and e-voting user manual for members available at the Downloads sections of ��!##�� %�� or contact NSDL at the following Telephone No.:022-2499 4600.

THIS PAGE HAS BEEN INTENTIO

NALLY LEFT BLANK


Regd. Off: ‘Rasoi Court’, 20, Sir R. N. Mukherjee Road, Kolkata – 700 001. Tel.: 033-22480114/5, Fax: 033-22481200, E-mail: [email protected], Website: www.jlmorison.com

(To be completed and presented at the entrance)

ATTENDANCE SLIP79THANNUAL GENERAL MEETING ON 11TH SEPTEMBER, 2014

Registered Folio/DP ID & Client ID

Name and address of the shareholder(s)

Joint Holder 1Joint Holder 2

No. of Shares held

I/We hereby record my/our presence at the 79THANNUAL GENERAL MEETING of the Company held on Thursday, 11th September, 2014 at 11.00 a.m. at Kala Kunj, 48, Shakespeare Sarani, Kolkata – 700 017.

_____________________________ _____________________________ _________________________

Member’s Folio/DP ID/Client ID No. Member’s/Proxy’s name Member’s/Proxy’s Signature

(in Block Letters)

Note:

1. PleasefillintheFolio/DPID-ClientIDNo.,nameandsigntheAttendanceSlipandhanditoverattheAttendanceVerificationCounter at the ENTRANCE OF THE MEETING HALL.

ELECTRONIC VOTING PARTICULARS

ElectronicVotingEventNumber

(EVEN)

User ID Password

Note:Pleasereadthe instructionsfore-votinggivenalongwithAnnualReport.Thevotingperiodstartsfrom Thursday, 4th September, 2014 (9:00 am) and ends on Saturday, 6th September, 2014 (6:00 pm).The voting module shall be disabled by NSDL for voting thereafter.

Note:PLEASEBRINGTHEABOVEATTENDANCESLIPTOTHEMEETINGHALL.

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