Annual ReportJL MORRISON 2014

8/11/2019 Annual ReportJL MORRISON 2014

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ANNUAL REPORT 2013-14 J L MORISO

1

BOARD OF DIRECTORS RAGHU NANDAN MODY CHAIRMANVARUNN MODY DIRECTOR (Upto 29 th May, 2014)BIPIN VENGSARKAR EXECUTIVE DIRECTOR (w.e.f. 1 st November, 2013)SAKSHI MODY EXECUTIVE DIRECTOR (w.e.f. 29 th May, 2014)

ATUL TANDAN DIRECTORSANJAY KOTHARI DIRECTOR

BRIJ GOPAL ROY DIRECTOR (w.e.f. 29 th May, 2014)SHAMSUNDER AGGARWAL DIRECTOR (upto 13 th February, 2014)

SOHAN SARDA CHIEF FINANCIAL OFFICERKULDIP 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 001PHONE: (033) 2248 0114/5FAX: (033) 2248 1200E-MAIL: [email protected]: www.jlmorison.com

HEAD OFFICEPENINSULA BUSINESS PARK, TOWER A,8TH FLOOR, SENAPATI BAPAT MARG,LOWER PAREL, MUMBAI - 400 013PHONE: (022) 6141 0300FAX: (022) 2495 0317E-MAIL: [email protected]: www.jlmorison.com

BRANCHESMUMBAIKOLKATANEW DELHICHENNAI

WORKSE-95/1, MIDC, WALUJ, NEAR SIEMENS FACTORY,WALUJ, AURANGABAD 431 136MAHARASHTRA

79 th Annual General Meeting of the Company will be heldon Thursday, the 11 th 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

[email protected]

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

ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Balance Sheet as at 31 st

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

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 forre-appointment.

4. To re-appoint M/s. Haribhakti & Co., Chartered Accountants, Mumbai (having FRN 103523W), as Statutory Auditors of the

SPECIAL BUSINESS:

Ordinary Resolution :RESOLVED THAT Mr. Bipin Vengsarkar (DIN:00129822), who was appointed as an Additional Director of the Company w.e.f.1 st November, 2013 pursuant to the provisions of Section 260 of the Companies Act, 1956 and in accordance with the provisions

and in respect of whom the Company has received a notice in writing along with the requisite deposit from a member as required

Company, be and is hereby appointed as a Director of the Company, who shall be liable to retire by rotation.

Special Resolution :RESOLVED THATpursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicableprovisions of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules

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 ` 50,000/- per annum.4. Provident and other funds

including gratuity As per rules of the Companys Scheme.

5. Motorcar 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 includedin the computation of ceiling of remuneration or perquisites as aforesaid.

RESOLVED FURTHER THAT 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 THATMr. Brij Gopal Roy (DIN: 00771713), who was appointed as an Additional Director (Independent) of theCompany w.e.f. 29 th May, 2014 pursuant to the provisions of Sections 149 and 161 read with Schedule IV and all other applicable


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and in respect of whom the Company has received a notice in writing along with the requisite deposit from a member as required

th May, 2019

who shall not be liable to retire by rotation.

Ordinary Resolution :RESOLVED THAT Mrs. Sakshi Mody (DIN: 06518139), who was appointed as an Additional Director of the Company w.e.f.29

th

May, 2014 pursuant to the provisions of Sections 152 and 161 and all other applicable provisions, if any, of the Companies enactment(s) thereof for the time being in force) and in accordance with the provisions of Articles of Association of the Company,

received a notice in writing along with the requisite deposit from a member as required under Section 160 of the Companies Act,

a Director of the Company, who shall not be liable to retire by rotation.

Special Resolution :RESOLVED THATpursuant to the provisions of Sections 196, 197, 203 and Schedule V and all other applicable provisionsof the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

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 ` 2,00,000/- per annum.4. Provident and other funds

including gratuity As per rules of the Companys Scheme.

5. Motorcar

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

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

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 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

of the Company, who retires by rotation at the Annual General Meeting and in respect of whom the Company has received anotice in writing alongwith requisite deposit from a member as required under Section 160 of the Companies Act, 2013 signifying


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his intention to propose the appointment of Mr. Sanjay Kothari as an Independent Director of the Company, be and is hereby st March, 2019, who shall not be liable to

retire by rotation.

Special Resolution:RESOLVED THATpursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act,

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 andinstitutions or bodies and such conditions as may be prescribed by any of them while granting such approval, which may beagreed to, in its sole discretion, by the Board of Directors of the Company (hereinafter referred to as the Board which term

the Board by this resolution), consent of the members of the Company be and is hereby accorded to the Board to borrow in any

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 Companys bankers in the ordinary

` 100 Crores (Rupees One Hundred Crores only).RESOLVED FURTHER THATthe Board be and is hereby authorized to do all such acts and deeds as may be required to giveeffect 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

or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, consent of the membersof the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the Board

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 beobtained from any Bank or any Consortium of Banks or Financial Institutions or funds or any person or body(ies) together with

180(1)(c) of the Companies Act, 2013.

RESOLVED FURTHER THATthe Board be and is hereby authorized to do all such acts and deeds as may be required to giveeffect to the above resolution from time to time. Special Resolution :RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions, if any, of the Companies Act,

time being in force), the new set of Articles of Association be and is hereby approved and adopted as new Articles of Association

RESOLVED FURTHER THATthe Board of Directors of the Company be and is hereby authorized to take all such steps and

to the Articles of Association of the Company and further to do all such acts, deeds, matters and things as may be deemednecessary to give effect to this resolution.

Ordinary Resolution :RESOLVED THATpursuant to the provisions of Section 181 and all other applicable provisions, if any, of the Companies

enactment(s) thereof for the time being in force), consent of the members of the Company be and is hereby accorded to theBoard of Directors of the Company to contribute, donate, subscribe or otherwise provide assistance from time to time to anybody, institution, society, person, trust or fund for any charitable or other purposes upto a total amount of ` 5 crores (Rupees Five

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


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RESOLVED FURTHER THATpursuant to the provisions of Section 94 and all other applicable provisions of the Companies Act,

or re-enactment(s) thereof for the time being in force), consent of the members of the Company be and is hereby accorded

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

By Order of the Board of Director

Place: Mumbai Kuldip BalasDate: 29th May, 2014 V. P. - Corporate & Company Secretar

Rasoi Court,20, Sir R. N. Mukherjee Road,Kolkata - 700 001NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE

TO ATTEND AND VOTE, IN CASE OF POLL ONLY, ON HIS/HER BEHALF AND THE PROXY NEED NOT BE AOF THE COMPANY. THE PROXIES, IN ORDER TO BE VALID, SHOULD BE DULY COMPLETED, STAMPED ANAND MUST BE LODGED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFCOMMENCEMENT OF THE MEETING aggregate not more than ten percent of the total share capital of the company carrying voting rights provided that a memberholding more than ten percent of the total share capital of the company carrying voting rights, may appoint a single person as

part of the Notice.

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

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, 10 th September2014 to Thursday, 11 th September, 2014 (both days inclusive) for determining the name of members eligible for dividend onEquity 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 between22 nd September, 2014 and 26 th September, 2014 to those members whose names shall appear on the Companys Registerof Members on 11 th September, 2014; in respect of the shares held in dematerialized form, the dividend will be paid tomembers whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services

Fund (IEPF) as required under Section 205-A and 205-C of the Companies Act, 1956. The balance amount lying in Unpai

in the month of November, 2014 as per the requirements under Section 124 of the Companies Act, 2013 read withCompanies (Declaration & Payment of Dividend) Rules, 2014. The members whose dividend remained unclaimed for

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

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

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 mayupdate 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.

RTA of the Company.

13. The Register of Directors Share holdings maintained under Section 170 and Register of Contract or arrangements in which

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

the meeting so that the information required may be made readily available at the meeting.

15. The Notice of the 79 th Annual General Meeting and instructions for e-voting and Assent/Dissent Form along with the Attendance

Depository Participant(s) unless member has requested for hard copy of the same. For members who have not registered theiremail 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 atensuing Annual General Meeting are as follows:1. Mr. Raghu Nandan Mody,

leading industrialist.He is also director in Rasoi Ltd., Hindustan Composites Ltd., Indian Vanaspati Producers Association, Prabhukripa Overseas

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 31 st 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.

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

Consumer goods categories like Pharmaceuticals, Cosmetics, Food & Beverages, OTC Healthcare, Diapers & Refrigeratorsworking 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 31 st 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 GeneralManagement. He was also Managing Director of Siemens Telematik Ltd., Calcutta and Siemens Telecom Ltd., New Delhi at

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., SynergyIndustrial 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 working in different types of media like print, television, online and Public Relations. She joined the Company in April 2011 asGeneral 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

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

As on 31 st 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

The details of his directorships in the other companies and chairmanship/membership in Committees of other companiesincluding 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 CommitteeMember Nomination & Remuneration Committee

9. Golden Quadrilateral Financial Advisory Services PrivateLimited

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 CommitteeMember Nomination & Remuneration CommitteeMember Stakeholders Relationship Committee

As on 31 st 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. 1 st 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

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

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

st Novembe2013 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.

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. 29 th 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 Directorof Siemens Telematik Ltd., Calcutta and Siemens Telecom Ltd., New Delhi at different times of his career and possesses rich and

of Commerce.

Annual General Meeting. The Company has received a notice along with requisite deposit from a member under Section 160 of the


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

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.

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. 29 th May, 2014. Mrs. Sakshi Mody, aged 29 years,

print, television, online and Public Relations.

Annual General Meeting. The Company has received a notice along with requisite deposit from a member under Section 160 of the

th May, 201on the terms and conditions as provided in resolution as set out at item no. 9 of the Notice.

The Board recommends the resolutions as set out at item nos. 8 & 9 of the Notice for your approval.

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 18 th June, 2003 and 5 th Augus

In terms of provisions of Section 149 and 152 of the Companies Act, 2013 which became effective from 1 st April, 2014, an IndependentDirector 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 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 Companyhas also received notices along with requisite deposit under Section 160 of the Companies Act, 2013 proposing their candidature

Brief resume of the Independent Directors proposed to be appointed as stipulated under the Clause 49 of the Listing Agreement with

to the Notice.

The Board recommends the resolutions as set out at item nos. 10 & 11 of the Notice for your approval.

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

borrowings, the Company may be required to create charge/mortgage/hypothecation on all or any of its movable and/or immovableassets, 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 ofmembers of the Company for increasing the borrowing powers and authority to create charge / mortgage on the assets of the

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 concernedor 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


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

The Board of Directors at its meeting held on 29 th May, 2014 decided to incorporate/substitute/alter certain provisions as per the latest

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

the Annual General Meeting.


None of the Directors, Key Managerial Personnel of your Company or relatives of Directors/ Key Managerial Personnel are concernedor 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 timefor charitable or other purposes. In terms of the provisions of Section 181 of the Companies Act, 2013, any amount contributed to

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



Presently, M/s. Datamatics Financial Services Limited, Mumbai is working as Registrar & Share Transfer Agents (RTA) of the

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



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 distributionof personal care, life style and FMCG products.

2. commercial production

3. commencement of activities as per project

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


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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 inManagement studies from NMIMS, Bombay University. after his earlier stint with the Company till January 2009. Mr. Vengsarkar has over 30

The companies that he has worked are Roche, Voltas (including the Pepsi JV & Allwynsubsidiary), Scholl JVs (with Piramal & TTK-LIG), before his earlier stint in JLM followed by

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 annum3. Recognition or awards

operates.4. Being a professional (Master in Science and Masters in Management studies) and

5. Remuneration proposed ` 6.

with respect to industry, size

position and person (in case of

would be with respect to thecountry of his origin)

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

7. Pecuniary relationship directly orindirectly with the company, orrelationship with the managerialpersonnel, if any

No relationship with any promoter, directors or managerial personnel.

B. Mrs. Sakshi Mody1. Background details Mrs. Sakshi Mody, aged 29 years, has done Bachelors from the

working in different types of media like print, television, online andPublic Relations.

2. Past Remuneration ` 24,00,000/- per annum3. Recognition or awards

which the Company operates.

4. she will be able to discharge her responsibilities.

5. Remuneration proposed ` 6.

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 withthe company, or relationship with the managerialpersonnel, if any

She belongs to promoter group of the Company.

III. Other information:1. N.A.2. Steps taken or proposed to be taken for improvement N.A.3.

measurable terms.N.A.

By Order of the Board of Director

Place: Mumbai Kuldip BalasDate: 29th May, 2014 V. P. - Corporate & Company Secretar

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


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

ended on 31 st March, 2014.

FINANCIAL HIGHLIGHTS: ( ` in Lacs)

Sr.No.

Particulars Current Year

ended on31/03/2014

Previous Year

ended on31/03/2013

1. Total Revenue (net) 9,392.86 11,973.272.

Depreciation & Amortization

475.74 409.93

3. Finance Cost 43.98 107.874. Depreciation and Amortization 107.56 101.03

5. 324.20 201.03

6. 90.01 58.417. 234.19 142.628.

Balance Sheet160.81 34.05

9 Balance available for appropriation 395.00 176.6710. Proposed dividend 13.65 13.6511. 2.32 2.2112. Transfer to General Reserve - -13. Transfer to Balance Sheet 379.03 160.81

DIVIDEND:

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 specializedOral Care category and is dominated by the long & trusted

Switzerland. The medicated toothpaste for sensitive teeth soldunder this brand has been consistently growing over the lastfew years inspite of aggressive OTC promotions and massadvertising by International brands.The division through its Professional sales team shares a goodrapport and relations with Dentists who support the brand

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

Deo Body Sprays & EDT Perfumes.

products.

to invest heavily in the range to ensure steady growth overthe coming years. This is being viewed as the range for futuregrowth and is being very aggressively supported through TV

the highest growth this year. The other products in the rangehave also shown good growth.

this category both in the General Trade & Modern Trade. In spite

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 arenewed launch in the coming Financial year with a totally new-

fairer plus healthier skin. The Division is fully geared to meet thechallenges in this highly competitive category.

the efforts made in the last couple of years has resulted in good appliances, the Company has also forayed in to a new rangeof products like Breast pumps, Nipple shields /pullers for themothers.

assign the same to the respective Divisions depending on theinfrastructural strength of each to match the Category/Channel.DIRECTORS:During the period under review, the Board of Directors of theCompany appointed Mr. Bipin Vengsarkar as an Additional

period of 3 (three) years w.e.f. 1 st November 2013. Further, theBoard of Directors of the Company appointed Mr. Brij Gopal Roy

and Mrs. Sakshi Mody as Additional Directors of the Companyw.e.f. 29 th May 2014. Mrs. Sakshi Mody is also appointed as an

w.e.f. 29 th 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 noticesfrom member under Section 160 of the Companies Act, 2013together with necessary deposit proposing their candidature for

for their appointment as Directors of the Company.In accordance with the provisions of Section 152 of theCompanies Act, 2013 read with Companies (Management &

Administration) Rules, 2014 and Articles of Association of theCompany, 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 theCompanies Act, 2013 read with Companies (Management &

Administration) Rules, 2014 which became effective from 1 April, 2014, an Independent Director of a Company can beappointed for a term of 5 consecutive years and shall not beliable to retire by rotation. To comply with these provisions, itis proposed to appoint Mr. Atul Tandan and Mr. Sanjay Kotharias


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12

upto 31 st March, 2019 and Mr. Brij Gopal Roy as an Independent th May,

2019, who shall not be liable to retire by rotation.The Company has received declarations from all the Independent

of independence as prescribed under sub-section (6) of Section149 of the Companies Act, 2013 and Clause 49 of the Listing

recommends for their appointment as Independent Directors ofthe Company in terms of the provisions of the Companies Act,2013.Mr. Shamsunder Aggarwal and Mr. Varunn Mody, Directors of theCompany resigned from the Directorship of the Company w.e.f.13 th February, 2014 and 29 th May, 2014 respectively. The Boardplaces on record its appreciation for their valuable contributionmade 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

Notice convening 79 th Annual General Meeting.PUBLIC DEPOSITS:During the year under review, the Company has not accepted orrenewed any public deposits within the meaning of Section 58Aand 58AA of the Companies Act, 1956.DIRECTORS RESPONSIBILITY STATEMENT:In accordance with the provisions of Section 217(2AA) of theCompanies Act, 1956, the Board of Directors of the Company

a) The applicable Accounting Standards have been followed

have been given wherever necessary;

b) The Directors have selected such accounting policiesand applied them consistently and made judgments andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at

st March, 2014 and

maintenance of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assets ofthe Company and for preventing and detecting fraud andother irregularities; and

d) The Directors have prepared the Annual Accounts on agoing concern basis.

STATUTORY AUDITORS:M/s. Haribhakti & Co., Chartered Accountants, Mumbai, the

conclusion of the ensuing Annual General Meeting and areeligible for re-appointment. The Company has received aletter from them to the effect that they are willing to continueas Statutory Auditors and if re-appointed, their re-appointmentwould be within the limits prescribed under Section 139 of theCompanies Act, 2013.Your Directors recommend the re-appointment of M/s. Haribhakti& Co., Chartered Accountants, Mumbai as Statutory Auditors

STOCK EXCHANGES:The Companys shares are listed at BSE Limited, The Calcutta

SECRETARIAL COMPLIANCE CERTIFICATE:

As required under the provisions of Section 383A of the

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

CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement entered

herewith and form part of this Report.INFORMATION UNDER THE SEXUAL HARASSMENWOMEN AT WORKPLACE (PREVENTION, PROHIBAND REDRESSAL) ACT, 2013:The Company has constituted an Internal Complaint Committee

Workplace (Prevention, Prohibition and Redressal) Act ,

Committee.PARTICULARS OF CONSERVATION OF ENERTECHNOLOGY ABSORPTION AND FOREIGN EXCHEARNINGS AND OUTGO:In view of the nature of business activities currently being carriedout by the Company, your Directors have nothing to report asrequired under the Companies (Disclosure of Particulars inthe Report of Board of Directors) Rules, 1988 with respect toConservation of Energy, Technology Absorption.

(Amount ` in Lac

Particulars 2013-2014 2012-2013 2,037.28 3,363.23 Nil Nil

PARTICULARS OF EMPLOYEES:

limits as prescribed under the provisions of Section 217(2A) ofthe Companies Act, 1956 read with the Companies (Particularsof Employees) Rules, 1975, as amended; hence no suchparticulars are furnished.ACKNOWLEDGEMENT:Your Directors wish to place on record their gratitude and deepappreciation for the continued support and co-operation received

by the Company from the Shareholders, Bankers, Trade Partnersand Employees and look forward for their continued support inthe future as well.

For and on behalf of the Board of Directors

Place: Mumbai Bipin Vengsarkar Sakshi Mody

Date: 29 th May, 2014 Executive Director Executive Director


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13

FORM[See Rule 3]

COMPLIANCE CERTIFICATE

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

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

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

the Act)and applicable provisions of the Companies Act, 2013 and therules made thereunder and also the provisions contained in theMemorandum and Articles of Association of the Company for the

31st

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

1. The Company has kept and maintained the registersas stated in Annexure A provisions of the Act and the rules made thereunder andnecessary entries therein have been duly recorded.

Registrar of Companies, West Bengal, Kolkata as statedin Annexure B prescribed under the Act and the rules made thereunder.

with the Regional Director, Company Law Board, CentralGovernment or any other authorities prescribed under the

Act.

3. The Company, being a Public Limited Company hasminimum prescribed paid-up share capital. As on 31 st

March, 2014, the paid up share capital of the Company was ` Thousand Three Hundred Forty only) and the restrictiveprovisions of Section 3(1)(iii) of the Act are not applicable tothe Company.

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

given and the proceedings were properly recorded andsigned, including the circular resolutions passed, in theMinutes Book maintained for the purpose.

5. The Company has closed its Register of Members from23rd September, 2013 to 24th September, 2013 (both

compliance of Section 154 of the Act has been made.

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

after giving due notice to the members of the Company andthe resolutions passed thereat were duly recorded in theMinutes Book maintained for the purpose.

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

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

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

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

11. The Company has obtained necessary approval of Board ofDirectors pursuant to provisions of Section 314 of the Act.The Company was not required to obtain any approval fromMembers or the Central Government pursuant to provisions

12. The duly constituted Committee of Directors has approved

13. The Company has:

transmission of securities in accordance with the provisionsof the Act;

(ii) deposited the amount of dividend declared in a separateBank Account on th September, 2013 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 BankLimited, Mumbai;

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

to Investor Education and Protection Fund; and

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

14. The Board of Directors of the Company is duly constitutedand the appointment of directors retiring by rotation wasduly made. Mr. Bipin Vengsarkar was appointed as an

st

November, 2013.Mr. Shamsunder Aggarwal resigned from the directorshipof the Company w.e.f. 14 th February, 2014. There was no

appointed Mr. Bipin Vengsarkar as Whole-time Director ofthe Company for a period of 3 years w.e.f. 1 st Novembe2013 in compliance with the provisions of Section 269 readwith Schedule XIII of the Act.


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14

16. The Company has not appointed any sole selling agent

required to obtain any approval of the Central Government,Company Law Board, Regional Director, Registrar or suchother authorities prescribed under the various provisions ofthe Act.

/ companies to the Board of Directors pursuant to theprovisions of the Act and the rules made thereunder.

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

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

21. The Company has not issued any preference shares /debentures; hence the question of their redemption doesnot arise.

22. There were no transactions which necessitates the

Company to keep in abeyance the rights to dividend, rightsshares and bonus shares pending registration of transfer ofshares.

23. The Company has not invited / accepted any deposits

falling within the purview of Section 58A and Section58AA of the Act read with the Companies (Acceptance ofDeposit) Rules, 1975 / the applicable directions issued bythe Reserve Bank of India / any other authorities.

year was within the borrowing limits as prescribed underSection 293(1)(d) of the Act read with Section 180 (1) (c) ofthe Companies Act, 2013.

25. The Company has made loans to other bodies corporate

of Section 372A of the Act and has made necessary entriesin the register kept for the purpose. The Company has notmade any investment or given any guarantee or provided

26. The Company has not altered the provisions of itsMemorandum of Association with respect to situation of

27. The Company has not altered the provisions of itsMemorandum of Association with respect to its objects

28. The Company has not altered the provisions of its

Memorandum of Association with respect to its name during

29. The Company has not altered the provisions of itsMemorandum of Association with respect to its share capital

30. The Company has not altered its Articles of Association

31. As informed by the company, no prosecution was initiatedagainst or show cause notices received by the companyor any other punishment was imposed on the company

componding of offence Committed for violation of Section291 (1) of the Act.

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

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

For Manish Ghia & AssociateCompany Secretaries

Manish L. GhPlace: Mumbai PartneDate: 29th

ANNEXURE ARegisters 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 (includingcopies 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 underSection 193 of the Act.

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

(vii) Register of Contracts and Disclosure of Directors Interestunder Section 301 of the Act.

(viii) Register of Directors/ Managing Director/ Manager/Secretary under Section 303 of the Act.

the Act.

security provided under Section 372A of the Act.


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15

ANNEXURE B st March, 2014:

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

Sr.No.

Form No. RelevantSection / Rule

Description Whether

prescribedtime Yes/No

If delay in

requisiteadditional feepaid Yes / No

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

created in favour of Canara Bankfor ` 4 Crores w.e.f. 22 nd March,2013 (Charge ID 10172765)

4 th April, 2013 Yes N.A.

2. 8 125 created in favour of consortiumlead by Canara Bank, Mumbai 400 018 on 10 th June, 2013. Vide

consortium members (namely

Bank has been repaid fully and thecredit facility provided by CanaraBank and Bank of India continuefor an amount of ` 48,50,00,000.(Charge ID 80016543)

4 th July, 2013 Yes N.A.



Bank has been paid fully and thecredit facility provided by CanaraBank and Bank of India continuefor an amount of ` 48,50,00,000.(Charge ID 10063403)




of India has been paid fully and thecredit facility provided by CanaraBank continue for an amountof ` 48,50,00,000/-. (Charge ID80016543)



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5. 8 125 Charge created in favour ofconsortium lead by Canara Bank,Mumbai 400 018 on 19 th June,

of the two consortium members

by Bank of India has been paidfully and the credit facility providedby Canara Bank continue for anamount of ` 48,50,00,000. (ChargeID 10063403)


6. 5INV Rule 3 of IEPF(Uploading of

informationregarding unpaid

and unclaimedamounts lying

with Companies)Rules, 2012.

Statement of unclaimed and unpaiddividend as on Annual GeneralMeeting held on 13 th September,2012.


7. 21 621A Filing of Order of the Company LawBoard, Kolkata Bench passed on22 nd August, 2013 u/s 621A of the

Act for compounding of offenceunder Section 211(2) of the Act.

4 th September,2013

Yes N.A.

8. 21 621A Filing of Order of the Company LawBoard, Kolkata Bench passed on22 nd August, 2013 u/s 621A of the

Act for compounding of offenceunder Section 217 of the Act.

4 th September,2013

Yes N.A.

9. 66 383A st March,

2013.

25 th September,2013

Yes N.A.

10. 21 621A Filing of Order of the RegionalDirector, Eastern Region at Kolkatapassed on 6 th September, 2013 u/s621A of the Act for compounding ofoffence under Section 299 of the Act.

28 th September,2013

Yes N.A.

11. 23AC &23ACAXBRL

220 Schedule VI (Annual Accounts) st

March, 2013.

19 th October,2013

Yes N.A.

12. 20B 159 Schedule V (Annual Return) as onthe date of Annual General Meetingi.e. 24 th September, 2013.

22 nd October,2013

Yes N.A.

13. 8 125 Charge created in favour of

Canara Bank, Mumbai 400 018on 30 th September, 2013. Vide this

on the property situated at FlatNo.803, Kanti Apts., Bandra,Mumbai has been released by thebank and overall credit facilities hasbeen reduced from ` 48,50,00,000to ` 19,40,00,000/-. (Charge ID10063403)

23 rd October,2013

Yes N.A.


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14. 8 125 Charge created in favour ofCanara Bank, Mumbai 400 018on 30 th September, 2013. Vide

facilities has been reduced from

` 48,50,00,000 to ` 19,40,00,000/-.(Charge ID 80016543).

23 rd October,2013

Yes N.A.

15. 1INV 205C Particulars of transfer of unclaimed/ unpaid Dividend of ` 61,780/-

2006 to the Investor Education andProtection Fund.

12 th November,2013

Yes N.A.

16. 32 303 (2) Particulars of appointment of Mr.Bipin Vengsarkar as an Additional

November, 2013.

23 rd November,2013

Yes N.A.

17. 23 192 Particulars of Board resolutionpassed on 28 th October, 2013for appointment of Mr. Bipin

Vengsarkar as Whole-time Directorof the Company for a period of 3years w.e.f. 1 st November, 2013.

23 rd November,2013

Yes N.A.

18. 25C 269 (2) Return of appointment of Mr. BipinVengsarkar as Whole-time Directorof the Company for a period of 3years w.e.f. 1 st November, 2013.

9 th December,2013

Yes N.A.

19. 5INV Rule 3 of IEPF(Uploading of

informationregarding unpaid

and unclaimedamounts lying

with Companies)Rules, 2012.

Statement of unclaimed and unpaiddividend as on Annual GeneralMeeting held on 24 th September,2013.

9 th December,2013

Yes N.A.

20. 21 621A Filing of Order of the Company LawBoard, Kolkata Bench passed on2 nd January, 2014 u/s 621A of the

Act for compounding of offenceunder Section 291 of the Act.

7 th January,2014

Yes N.A.

21. 32 303 (2) Particulars of resignation of Mr.Shamsunder Aggarwal from thepost of Director w.e.f. 14 th February,2014.

10 th March,2014

Yes N.A.

B.

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


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18

REPORT ON CORPORATE GOVRNANCE1. COMPANYS PHILOSOPHY ON CODE OF CONDUCT:

The Company is committed to benchmarking itself with the best in all areas including Corporate Governance. The Companys

ensuring a long term relationship of trust by maintaining transparency and disclosures. The Company believes in maintaininghighest standards of quality and ethical conduct, in all the activities 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 31 st March, 2014, the

from the Directorship of the Company w.e.f. 14 th February, 2014. The Board of Directors of the Company in its BoardMeeting held on 29 th May, 2014 has appointed Mr. Brij Gopal Roy as an Independent Director of the Company, withinstipulated period of 180 days as per the provision of the Listing Agreement. Hence, the Company comply with the provisionsof 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 5Committees, across all companies in which they are director.

b) Board Procedure:The agenda is prepared in consultation with the Chairman of the Board and the Chairman of the other Committees. Theagenda for the meetings of the Board and its Committees, together with the appropriate supporting documents are circulatedwell in advance of the meeting.Matters discussed at Board meeting generally relates to Companys performance, quarterly /half yearly results of theCompany, 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 theirschedule in order to attend the meetings.

th May, 2013, 8 th August, 2013, 24 th September2013, 28 th October, 2013 and 13 th months.

2013-2014 and at the last Annual General Meeting, their directorships in other companies and membership / chairmanshipin Committees are as follows:

Name Category Attendance atBoard Meetings

Directorship inother

Public LimitedCompanies 1

Membership /Chairmanship of

Committees(including Company) 2

Attendancat A.G.M

held on 24September

2013Held Attended Director Chairman Member

Mr. RaghuNandan Mody

Non Independent

5 1 3 - 5 Yes

Mr. VarunnMody

Non Independent

5 4 1 - - No

Mr. Bipin

Vengsarkar(w.e.f. 1 stNovember 2013)

1 1 - - - N.A

Mr. Shamsunder Aggarwal (upto13 thFebruary,2014)

Independent 5 1 1 - - Yes

Mr. SanjayKothari

Independent 5 4 3 1 1 No

Mr. Atul Tandan Independent 5 5 2 1 1 Yes


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20

Name of the member Designation No. of MeetingsHeld Attended

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

Chairman 2 -

Mr. Atul Tandan(w.e.f. 14 th February, 2014)

Chairman 2 2

Mr. Sanjay Kothari Member 2 2Mr. Raghu Nandan Mody(w.e.f. 14 th February ,2014)

Member - -

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

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

Name of Directors Salary( ` )

Perquisites orAllowances ( ` )

Contribution toPF & others ( ` )

Stockoption

Sittingfees ( ` )

TotalRemuneration

( ` )

Totalno. ofshares

heldMr. Raghu Nandan Mody Nil Nil Nil Nil 5,000 5,000 250Mr. Atul Tandan Nil Nil Nil Nil 67,000 67,000 100Mr. Varunn Mody Nil Nil Nil Nil 20,000 20,000 135Mr. Shamsunder Aggarwal Nil Nil Nil Nil 5,000 5,000 NilMr. Sanjay Kothari Nil Nil Nil Nil 62,000 62,000 NilMr. 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 CommThe Stakeholders Relationship Committee met four times viz. 10 th May, 2013, 8 th August, 2013, 28 th October, 2013 and 13February, 2014 during the year under review. The composition of the Committee as on 31 st March, 2014 and the number ofmeetings 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 4Mr. Raghu Nandan Mody Member 4 -Mr. Sanjay Kothari Member 4 4

The Board of Directors of the Company at its Meeting held on 29 th May, 2014, had re-christened the Investors Grievance CumShare Transfer Committee as the Stakeholders Relationship Committee, to comply with the provisions of Section 178 of theCompanies Act, 2013 (the Act) and the Companies (Meetings of Board and its Powers) Rules, 2014 (the Rules).

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

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

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


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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 5 th August, 2011 12.00 Noon Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 0172011 - 2012 13 th September, 2012 11.00 A.M. Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 0172012 - 2013 24 th 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 5 th August, 2011: For alteration of Articles of Association of the Company. AGM held on 13 th 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 24 th September, 2013: No special resolution passed.

transacted in the ensuing Annual General Meeting require a special resolution passing through Postal Ballot.DISCLOSURES:

a) Related party transactions:

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.

b) Compliance by the Company:

matters relating to capital market during the last three years. No penalties or strictures have been imposed on the Company

c) Whistle-Blower Policy:Though there is no formal Whistle-Blower Policy, the Company takes cognizance of complaints made and suggestionsgiven 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

e) Disclosure of Accounting treatment:

f) Disclosure of Risk management:

The Company has initiated the risk assessment and minimization procedure.g)

statements of the Company for year ended 31 st March, 2014 was placed before the Board.

h) Review of Directors Responsibility Statement: st March, 2014 have been prepared

accounting records.

8. MEANS OF COMMUNICATION:

(Bengali). Half yearly reports are not being sent to each household of shareholders. These results are displayed on the Companyswebsite: www.jlmorison.com under investor section. The Company has not made any presentations to any Institutional Investoror to the analysts during the year under review.Management Discussion and Analysis Report is a part of this Annual Report.


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22

9. GENERAL INFORMATION FOR SHAREHOLDERS:

a) Date, time and venue of ensuing Annual General Meeting: Date : 11 th September, 2014Time : 11.00 a.m.Venue : Kala Kunj, 48, Shakespeare Sarani, Kolkata

700 017.

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

ii) Second Quarterly Results - by 14th

November, 2014iii) Third Quarterly Results - by 14 th February, 2015iv) Fourth quarterly/yearly Results - by 30 th May, 2015

c) Date of Book Closure: 10 th September, 2014 to 11 thSeptember, 2014 (both days inclusive)d) Dividend payment date: Credit/dispatch between 22 nd September, 2014 and 26 th September, 2014e) Listing on Stock Exchanges: 1. BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001.

700 001.

st CrossJ. C. Road, Bangalore 560 027.

f) Stock Code: BSE Limited 506522g) ISIN for NSDL & CDSL: INE430D01015h) Stock Market Price Data: The monthly high and low quotations of shares traded on the BSE Limited, Mumbai

Month Volume*(No. of Shares)

Price of shares of theCompany at BSE ( ` )*

BSE Sensex*(Points)

High Low High Low April - 2013 149 386.00 344.00 19,622.68 18,144.22May - 2013 3310 394.15 350.00 20,443.62 19,451.26June - 2013 427 400.00 356.30 19,860.19 18,467.16July - 2013 516 414.00 390.00 20,351.06 19,126.82

August - 2013 2009 419.95 390.00 19,569.20 17,448.71September - 2013 1342 419.80 385.05 20,739.69 18,166.17October - 2013 324 429.00 400.00 21,205.44 19,264.72November 2013 1305 428.70 390.00 21,321.53 20,137.67December 2013 39654 449.95 400.00 21,483.74 20,568.70January - 2014 8689 404.20 368.10 21,409.66 20,343.78February - 2014 351 408.00 350.00 21,140.51 19,963.12March - 2014 1894 398.00 350.05 22,467.21 20,920.98

*Source: www.bseindia.com

23,000

22,000

21,000

20,000

19,000

18,000

17,000

16,000

15,000

600

575

550

525

500

475

450425

400

375

350

325

300

BSE

JLM

A p r - 1 3

M a y - 1 3

J u n - 1 3

J u l - 1 3

A u g - 1 3

S e p - 1 3

O c t - 1 3

N o v - 1 3

D e c - 1 3

J a n - 1 4

F e b - 1 4

M a r - 1 4


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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 15days of the lodgment, if documents, are found in order. Shares under objection are returned within two weeks. All requests

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

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

Category Number of sharesheld Percentage ofShareholding (%)(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)(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)

(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. ` 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. Director ii. Trust

10025,200

0.011.85

Sub-Total (B)(2)Total Public Shareholding (B)= (B)(1) +(B)(2)TOTAL (A)+(B) 1

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

-

GRAND TOTAL (A)+(B)+(C)k) Distribution of shareholding as on 31 st March, 2014:

SharesFrom To

Number ofshareholders

% of total number ofshareholders

Total Number ofShares

% of Total Number oShares

1 to 500 3505 97.93 144845 10.61501 to 1000 35 0.98 27077 1.98

1001 to 5000 17 0.48 26816 1.975001 to 10000 4 0.11 28105 2.0610001 & above 18 0.50 1138191 83.38

Total 100.00 100.00


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

m) Outstanding ADRS, GDRS, Warrants or any convertible instruments, conversion date and impact on Equity:

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 093Phone: (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 ofdividend or any address, non-receipt of dividend or any other query relating to shares, please write to:

J. L. Morison (India) LimitedPeninsula Business Park, Tower A,8 th Floor, Senapati Bapat Marg,Lower Parel, Mumbai , 400 013Phone : (022) 2497 5031, 6141 0300


Datamatics Financial Services LimitedPlot No.B-5,Part B, Cross Lane,MIDC, Marol, Andheri (East),Mumbai 400 093.Phone : (022) 6671 9645 / 6671 2188


DECLARATION

compliance with the Code of Conduct laid down by the Company during the year ended 31st

March, 2014.

For J. L. Morison (India) Limit

Bipin VengsarkExecutive Direct

Place: MumbaiDate: 29th May, 2014


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AUDITORS CERTIFICATE ON CORPORATE GOVERNANCEToThe Members of J. L. Morison (India) Limited

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

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

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

For Haribhakti & CChartered Accountants

Firm Registration No.103523W

Sumant SakhardandPartne

Membership No.:0348Place: MumbaiDate: 29th May,2014

MANAGEMENT DISCUSSION AND ANALYSIS REPORTOverall 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

sector accounts for nearly a quarter of the domestic economy.

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.

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.

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

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


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

on advertising and promotional activities.

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 groomingproducts, medicated toothpaste, besides the baby care feeding bottles and accessories. We continue to launch new products in ownbrands 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 vulnerableto Mergers and Acquisitions by other larger companies as has been the trend in our industry internationally for the last few years.

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

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 comesfrom imported products.

Internal Control Systems and Adequacy

The Company believes that Internal Control is necessary for good corporate governance. The Company has effective internal controlsystems under which Management Reports on key performance indicators and variance analysis are made. Management CommitteeMeetings are regularly held where these reports and variance analysis are discussed and action plan initiated with proper follow up.

HRD/Industrial Relations

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

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

Companys Financial Performance and Analysis

this Annual Report.

Cautionary Statement

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

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


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ToThe Members of J. L. Morison (India) LimitedReport on the Financial Statements

J. L. Morison (India) Limited (the Company), which comprisethe Balance Sheet as at 31 st and Loss and the Cash Flow Statement for the year then ended,

Managements Responsibility for the Financial Statements

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 fair view and are free from material misstatement, whether dueto fraud or error.

Auditors Responsibility

statements based on our audit. We conducted our audit inaccordance with the Standards on Auditing issued by the Instituteof Chartered Accountants of India. Those Standards require thatwe comply with ethical requirements and plan and perform the

statements are free from material misstatement.

An audit involves performing procedures to obtain audit

statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material

or error. In making those risk assessments, the auditor considersinternal control relevant to the Companys preparation and fair

procedures that are appropriate in the circumstances, but not

of the Companys internal control. An audit also includesevaluating the appropriateness of accounting policies usedand the reasonableness of the accounting estimates made bymanagement, as well as evaluating the overall presentation of

and appropriate to provide a basis for our audit opinion.

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

the information required by the Act in the manner so requiredand 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 affairsof the Company as at 31 st March, 2014;

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

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditors Report) Order,

2003 (the Order) issued by the Central Government ofIndia in terms of sub-section (4A) of Section 227 of the

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

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 inagreement with the books of account;

and Loss and Cash Flow Statement comply with theaccounting standards referred to in sub-section (3C) ofSection 211 of the Act;

e. on the basis of written representations received fromthe directors as on 31 st March, 2014, and taken on

record by the Board of Directors, none of the directors 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 & CChartered Accountant

Firm Registration No. 103523W

Sumant Sakhardande Partne Membership No.: 034828Place : MumbaiDated : 29th May, 2014

INDEPENDENT AUDITORS REPORT


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Regulatory Requirements in the Independent Auditors Report ofeven date to the members of J. L. Morison (India) Limited on the

st March, 2014]

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

full particulars, including quantitative details and

material discrepancies between the book recordsand the physical inventory have been noticed. In our

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

assets has not been disposed of by the company duringthe year.

management during the year. In our opinion, the

followed by the management are reasonable andadequate in relation to the size of the Company and thenature of its business.

(c) The Company is maintaining proper records of inventoryand no material discrepancies were noticed on physical

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

parties covered in the register maintained undersection 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 undersection 301 of the Companies Act, 1956. Accordingly,the provisions stated in paragraph 4 (iii) (f) and (g) ofthe order are not applicable.

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

control system commensurate with the size of the Companyand the nature of its business with regard to purchase of

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

continuing failure to correct weaknesses in internal controlsystem of the company.

to us, we are of the opinion that the particulars ofcontracts or arrangements referred to in section 301 ofthe Companies Act, 1956 that need to be entered intothe register maintained under section 301 have beenso entered.

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

ANNEXURE TO INDEPENDENT AUDITORS REPORTin pursuance of such contracts or arrangements

` 5 Lacs have been entered into

having regard to the prevailing market prices at therelevant time.

(vi ) In our opinion and according to the information and any deposits from the public within the meaning of Sections58A and 58AA of the Act and the rules framed there under

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

(viii) The Central Government of India has not prescribed themaintenance of cost records under clause (d) of sub-section(1) of Section 209 of the Act for any of the products of thecompany.

appropriate authorities undisputed statutory duesincluding provident fund, investor education and

protection fund, employees state insurance, income- cess and other material statutory dues applicable to it.

to us, no undisputed amounts payable in respect ofprovident fund, investor education and protection fund,

undisputed statutory dues were outstanding, at the

date they became payable.

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

account of any dispute, are as follows:

Under Sales taxAct

Amount

( ` )

Period towhich theamountrelates

Forum where dispute ispending

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, WestBengal

Kolkata 58,099 98-99 Assistant Commissioner

Corporate Division, WestBengal

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

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


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

KolkataRanchi 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

ErnakulamErnakulam 3,03,088 07-08 Deputy Commissioner

Ernakulam

Ernakulam 5,59,461 11-12 Deputy Commissioner

Ernakulam

Total (A) 23,94,929

Under Income taxAct

Amount

( ` )

Period towhich theamountrelates

Forum where dispute ispending

AssessmentYear 03-04

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


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


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

Total (B)

year covered by our audit and the immediately preceding

debenture holders.

and based on the documents and records produced to us,the company has not granted loans & advances on thebasis of security by way of pledge of shares, debenturesand other securities.

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

in shares, securities, debentures and other investments.

4 of the Companies (Auditors Report) Order, 2003 (asamended) are not applicable to the Company.

institutions during the year.

Company, we report that no funds raised on short-termbasis have been used for long-term investment.

the Company has not made any preferential allotment ofshares to parties and companies covered in the Registermaintained under Section 301 of the Companies Act, 1956.

during the year.

during the year.

records of the company, carried out in accordance withthe generally accepted auditing practices in India, and

we have neither come across any instance of fraud on or bythe company, noticed or reported during the year, nor havewe been informed of such case by the management.

For Haribhakti & CChartered Accountant

Firm Registration No. 103523W

Sumant Sakhardande Partne Membership No.: 034828Place : MumbaiDated : 29th May, 2014


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ANNUAL REPORT 2013-14 J L MORISON

30

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

31 st March, 2014(`)

As a31 st March, 2013

(`I EQUITY AND LIABILITIES

(1) SHAREHOLDERS' FUNDS

(a) Share Capital 1 1,36,50,340 1,36,50,340 (b) Reserves and surp

Annual ReportJL MORRISON 2014

Documents

Transcript of Annual ReportJL MORRISON 2014