Jyothi Lab Finacial Reoport

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    JYOTHY CONSUMER PRODUCTS LIMITED

    [Formerly known as Henkel India Limited]

    ANNUAL REPORT 2012

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    BOARD OF DIRECTORS

    Mr. M.P. RAMACHANDRAN CHAIRMAN

    Mr. K. ULLAS KAMATH DIRECTOR

    Ms. M.R. JYOTHY DIRECTOR

    Mr. NILESH B. MEHTA DIRECTOR

    Mr. K.P. PADMAKUMAR DIRECTOR

    Mr. BIPIN R. SHAH DIRECTOR

    Mr. R. LAKSHMINARAYANAN DIRECTOR

    REGISTERED OFFICE

    UJALA HOUSE,Ramakrishna Mandir Road, Kondivita,

    Andheri (East), Mumbai - 400 059

    AUDITORS

    M/s. CNGSN & AssociatesChartered Accountants

    Chennai - 600 017.

    REGISTRARS & SHARE TRANSFER AGENTS

    Cameo Corporate Services Ltd.,Subramaniam Building, V Floor, 1, Club House Road, Chennai - 600 002.

    Tel : (044) 2846 0390 (5 Lines) Fax : (044) 2846 0129

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    CONTENTS

    1. Notice .....................................................................................................................3-

    2. Directors Report .................................................................................................7-1

    3. Corporate Governance Report.........................................................................11-2

    4. Management Discussion and Analysis Report ..............................................21-2

    5. Auditors Report ................................................................................................23-2

    6. Balance Sheet.........................................................................................................2

    7. Statement of Prot and Loss ................................................................................2

    8. Statement of Cash Flow ..................................................................................46-4

    9. Auditors Report Consolidated Financial Statements ........................................4

    10. Consolidated Financial Statements ................................................................49-6

    11. Consolidated Statement of Cash Flow ...........................................................67-6

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    3

    NOTICE FOR THE NINETY-FIRST ANNUAL GENERAL MEETING

    Notice is hereby given that the 91st Annual General Meeting of Jyothy Consumer Products Limited (Formerly Henkel India Limit

    will be held at M. C. Ghia Hall, Indian Textile Accessories & Machinery Manufacturers Association, Bhogilal Hargovindas Build

    4th Floor, 18/20, K. Dubhash Marg, Kala Ghoda, Mumbai 400 001 on Thursday, the 22nd day of November, 2012 at 12.00 p.m

    transact the following business:

    ORDINARY BUSINESS:

    1. To consider and adopt the audited Balance Sheet as at 31st March, 2012, Statement of Prot and Loss for the year ended

    that date and the Reports of Auditors and Directors thereon.

    2. To appoint a Director in place of Mr. M. P. Ramachandran, who retires by rotation and being eligible offers himself

    re-appointment.

    3. To appoint a Director in place of Mr. K. Ullas Kamath, who retires by rotation and being eligible offers himself for re-appointm

    4. To appoint a Director in place of Ms. M. R. Jyothy, who retires by rotation and being eligible offers herself for re-appointme

    5. To consider and if thought t, to pass with or without modications, the following resolution as an ORDINARY RESOLUTIO

    RESOLVED THAT M/s. CNGSN & Associates, Chartered Accountants (Firm Registration No. 004915S), Chennai, the reti

    auditors and M/s. S. R. Batliboi & Associates, Chartered Accountants (Firm Registration No. 101049W) Mumbai, be and

    hereby appointed as Statutory Auditors of the Company to hold ofce, from the conclusion of this Annual General Meeting

    the conclusion of the next Annual General Meeting and the Board of Directors be and are hereby authorized to x the term

    appointment including the remuneration of the Statutory Auditors, as they deem t.

    By order of the Bo

    For Jyothy Consumer Products L

    (Formerly known as Henkel India L

    M. P. Ramachand

    Chairm

    Regd. Off: UJALA HOUSE,

    Ramakrishna Mandir Road, Kondivita,

    Andheri (East), Mumbai 400 059

    Date :15th September, 2012

    Place: Mumbai

    NOTES:

    1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING MAY APPOINT A PROXY

    ATTEND, AND, ON A POLL, VOTE INSTEAD OF HIMSELF / HERSELF. A PROXY NEED NOT BE A MEMBER. Proxie

    order to be effective must be received at the Registered Ofce of the Company not less than 48 hours before the commencem

    of Annual General Meeting.

    2. The documents referred to in the Notice and Explanatory Statement are open for inspection at the Registered Ofce of

    Company between 11.00 a.m. to 1.00 p.m. on all days, except Saturdays, Sundays and holidays, up to the date of the Ann

    General Meeting.

    3. The Book Closure Date for the purpose of Annual General Meeting will be from 23rd October, 2012 to 31st October, 2012 (b

    days inclusive).

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    4. Members holding shares in physical form and desirous of making a nomination in respect of their shareholdings in the Compa

    as permitted under Section 109A of the Companies Act, 1956, may ll Form 2B (in duplicate) and send the same to the of

    of the Registrars and Share Transfer Agents of the Company. In case of shares held in dematerialized form, the nominati

    change in nomination should be lodged with their DPs.

    5. Members are requested to correspond with Registrars and Share Transfer Agents of the Company for all matters relating

    shareholding in the Company.

    6. Corporate Members are requested to send to the Companys Registrars and Share Transfer Agents, a duly certied copy of

    Board Resolution authorizing their representative to attend and vote at the AGM.

    7. Members are requested to hand over the enclosed Attendance Slip, duly lled in and signed in accordance with their specim

    signature(s) registered with the Company for admission to the AGM hall. Members who hold shares in dematerialized form

    requested to ll in their client ID and DP ID Numbers for identication.

    8. Members desiring any information on the accounts are requested to write to the Company at least seven days in advanc

    the AGM.

    9. Green Initiative

    Ministry of Corporate Affairs (MCA) has launched a Green Initiative in the Corporate Governance by allowing paper

    compliances by the companies. MCA has issued circular nos. 17/2011 dated 21.04.2011 & 18/2011 dated 29.04.20

    stating that the service of a notice / documents by a company to its shareholders can now be made through electro

    mode.

    In view of the above, the Company proposes to henceforth send Annual Report (Audited Financial Statements, Direct

    Report, Auditors Report, etc.,) and documents such as the Notice of the Annual General Meeting, to the shareholder

    Electronic Form to the email address registered with their Depository Participants.

    Shareholders are requested to furnish their e-mail IDs to enable the Company forward all the requisite information

    electronic mode. In case of shareholders holding shares in demat form, the email ids of the shareholders, registered w

    the DP and made available to the Company, shall be the registered email IDs unless communication is received to

    contrary. Shareholders requiring a printed copy of the Annual Report, should inform the details like name, PAN, DP ID and Cl

    ID through an email at [email protected]. or a letter to Registrars and Share Transfer Agents of the Company

    10. As required under Clause 49 of the Listing Agreement, executed with the stock exchanges, the details of Directors retiring

    rotation and seeking re-appointment at the ensuing AGM are as below:

    Item No.2 of the Notice: Re-appointment of Mr.M. P. Ramachandran

    Age : 66 years

    Qualication : Post Graduate degree in Financial Management

    Expertise : Industrialist

    Date of appointment : 31/5/2011

    Mr. M. P. Ramachandran is the Chairman and Managing Director of Jyothy Laboratories Limited (JLL). He holds a postgradu

    degree in Financial Management from University of Mumbai and began his career as an accountant in 1971 in Mumbai. He set

    Jyothy Laboratories business in 1983. He has over 38 years of experience in sales, production and general management. In 20

    and 2004, he was nominated by The Economics Times for Entrepreneur of the Year Award.

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    He is holding Directorship in the following Indian companies. This list does not include Directorship in Companies excluded as

    Section 278 of the Companies Act, 1956.

    Sl. No. Company PositionCommittee Membership

    Chairman Member

    1. Jyothy Laboratories Limited Chairman & Managing Director - ShareholdersGrievanceCommittee

    2. Jyothy Fabricare Services Limited Chairman & Managing Director Audit Committee -

    3. Sivasakthi Ayurvedic Research Centre Limited Director - -

    4. Jyothy Consumer Products Marketing Limited Chairman - -

    Item No.3 of the Notice: Re-appointment of Mr.K.Ullas Kamath

    Age : 49 years

    Qualication : Chartered Accountant, Company Secretary

    Bachelors Degree in Law & Masters Degree

    in Commerce

    Expertise : Finance, Sales & General Management

    Date of appointment : 31/5/2011

    Mr. K. Ullas Kamath is the Joint Managing Director of Jyothy Laboratories Limited (JLL). He is a qualied Chartered Account

    and Company Secretary and holds a bachelors degree in Law and masters degree in Commerce. He has also participated in

    Advanced Management Programme at Wharton Business School and at Harvard Business School. His responsibilities inclu

    business development, new projects, sales, nancial management and supervision of day-to-day operations. He has been on Bo

    of JLL since 1997. Prior to that, he was practicing as a Chartered Accountant. The Institute of Chartered Accountants of India g

    him an Award CA BUSINESS ACHIEVER SME at a function held on January 25, 2009.

    He is holding Directorship in the following Indian companies. This list does not include Directorship in Companies excluded as Section 278 of the Companies Act, 1956.

    Sl. No. Company PositionCommittee Membership

    Chairman Member

    1. Jyothy Laboratories Limited Joint Managing Director - Audit Committee &Shareholders Grievanc

    Committee

    2. Jyothy Fabricare Services Limited Director - Audit Committee

    3. Jyothy Consumer Products Marketing Limited Director - -

    Item No.4 of the Notice: Re-appointment of Ms. M. R. Jyothy

    Age : 34 years

    Qualication : Bachelors Degree in Commerce

    MBA from Wellingkers Management Institute

    Expertise : Management, Marketing

    Date of appointment : 31/5/2011

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    Ms. M. R. Jyothy is Whole-Time Director of Jyothy Laboratories Limited. She holds a bachelors degree in Commerce from

    University of Mumbai and an MBA from Wellingkers Management Institute, Mumbai. She has undertaken a course in Fam

    Managed Business Administration from S. P. Jain Institute of Management, Mumbai. She has recently completed Owner / Presid

    Management Programme from Harvard University. She has been on the Board of the Company since October 2005 and hand

    sales administration, marketing and brand communication.

    She is holding Directorship in the following Indian companies. This list does not include Directorship in Companies excluded as

    Section 278 of the Companies Act, 1956.

    Sl. No. Company PositionCommittee Membership

    Chairman Member

    1. Jyothy Laboratories Limited Executive Director -

    2. Jyothy Fabricare Services Limited Director - -

    3. Sahyadri Agencies Limited Director - -

    4. Jyothy Consumer Products Marketing Limited Director - -

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    7

    DIRECTORS REPORT

    To,

    The Shareholders

    Your Directors have pleasure in presenting the 91st Annual Report of the Company together with the Audited Accounts for

    15 months nancial period ended 31st March, 2012.

    FINANCIALS

    The nancial period under review commenced from 1st January, 2011 and ended on 31st March, 2012 comprised of 15 mon

    while the nancial year 2010 comprised of 12 months commencing from 1st January, 2010 to 31st December, 2010. The closur

    the nancial year was deferred to match the nancial year of Jyothy Laboratories Ltd. (JLL), holding company of the Company.

    Company sold its Hair-Care Division SKP in the month of April, 2011 (before the take-over of the Company by JLL). Therefore,

    gures for the previous nancial year 2010 included the Sales generated under Hair-Care Division whereas, except for the pe

    upto April, 2011, the gures for period under review does not include the gures in respect of Hair-Care Division. Hence, the abso

    gures for nancial performance for the year under review are not comparable with that of previous nancial year.

    The Financial highlights of the period under review are as below:

    Stand alone:

    (`in

    Particulars

    From 1st January,

    2011 to 31st

    March, 2012

    (15 Months)

    From 1st Janua

    2010 to 31st

    December, 201

    (12 Months)

    Sales (net) 44,800.85 45,017

    Other Income 163.05 381

    EBITDA 3,146.74 2,412

    Financial Expense 1,958.16 1,696

    Depreciation and Amortizations 780.01 603

    Prot before Tax and Exceptional items 408.57 112

    Exceptional items

    - Sale of Division 2,534.77

    - Bad debt written off (9,000.00)

    Prot Before Tax (6,056.66) 112

    Tax expense

    - Current tax - 20

    - MAT credit entitlement - (20.2

    Prot After Tax (6,056.66) 112.

    Balance in Prot and Loss Account as per last Balance Sheet Brought Forward 808.49 695Add: Balance transferred from General Reserve 1,047.38

    Balance at the end of the period Carried Forward (Prot and Loss Account) (4,200.79) 808

    Earnings Per Share (Basic and Diluted) (5.20) 0

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    Consolidated results

    (`in

    Particulars From 1st January,

    2011 to 31st

    March, 2012

    (15 Months)

    From 1st Janua

    2010 to 31st

    December, 201

    (12 Months)

    Sales (Net) 52,733.56 53,390.

    EBITDA 2,514.83 (1,748.2

    Financial Expense 5,822.61 2,832.

    Depreciation and Amortisations 780.01 603.

    Loss before Tax and Exceptional items (4,087.79) (5,184.2

    Exceptional items 2,534.77

    Loss before tax (1,553.02) (5,184.2

    Loss after tax (1,553.02) (5,184.2

    The Net Sales for the period under review was `52,733.56 lacs as against `53,390.35 lacs during the previous year 2010. EBIT

    margin for the period under review was 4.77% as against negative EBITDA margin of 3.27% in the year 2010. The Company incurNet Loss after tax of ` 1,553.02 lacs as against `5,184.27 lacs during the year 2010.

    HUMAN RESOURCES

    During the year under review, the production at the Karaikal factory was affected due to interruptions, labour unrest and shut-do

    for a period of 61 days which affected the performance of the Company during the respective quarter. Your Company supp

    the Employees with tools, systems, standards and individualized training programs to create an environment in which individ

    performance and teamwork can thrive. The Company believes in maintaining cordial relationship with all employees.

    CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

    With regard to the requirements of Section 217(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particu

    in the Report of the Board of Directors) Rules, 1988, the Company has nothing specic to report.

    Foreign Exchange Earnings and Outgo:

    (`in

    Particulars From 1st January,

    2011 to 31st

    March, 2012

    From 1st Janua

    2010 to 31st

    December, 201

    Foreign exchange earnings 1,217.29 436.

    Foreign exchange outgo 2,331.58 3153.

    SUBSIDIARY COMPANY

    At the end of the Financial year, the Company had 1 (one) subsidiary viz., Henkel Marketing India Ltd.

    As per General Circular No. 2/2012 dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Govt. of India in term

    provisions of Section 212 of the Companies Act, 1956, the Central Government granted general exemption under Section 212(8

    the said Act from attaching to its Annual Report, the copies of the Balance Sheets, Statements of Prot & Loss, Directors Rep

    and Auditors Reports and other documents of all its subsidiary companies that are required to be attached under Section 212(1the said Act.

    Accordingly, your Directors have pleasure in attaching the consolidated nancial statements prepared in accordance with the Accoun

    Standard AS-21 on consolidated nancial statements, which form part of this Annual Report. These consolidated nancial rep

    provide nancial information about your Company and its subsidiaries as a single entity. In view of the same, nancial statements

    subsidiary are not attached to the nancial statements of the Company. A gist of the nancial performance of the subsidiary is given

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    this Annual Report. The annual accounts of the subsidiary are open for inspection by any member and the Company will make availa

    these documents/details upon request by any member of the Company interested in obtaining the same.

    AUDIT REPORT

    The Audit Report does not contain any qualication. However it has been observed under point No. vii) of the Report that the Comp

    does not have an adequate Internal Audit commensurate with size and nature of business. After the take-over of the Company by Jthe Audit Committee reviewed the same and recommended for appointment of Internal Auditors in its meeting held on 9th Novemb

    2011. Accordingly, the Board, on recommendation by the Audit Committee, appointed M/s. Mahajan & Aibara, Chartered Accountan

    Mumbai as Internal Auditors of the Company for the nancial year 2012-13 in its meeting held on 22nd May, 2012.

    DIVIDEND

    For the year under review, your Directors have not recommended dividend due to loss incurred by the Company.

    PUBLIC DEPOSITS

    Your Company has not accepted any deposit from the public during the year.

    DIRECTORS

    In accordance with the requirements of the Companies Act, 1956, and the Articles of Association of the Company, Mr. M.

    Ramachandran, Mr. K. Ullas Kamath and Ms. M. R. Jyothy, Directors of the Company are due to retire by rotation at the ensuAnnual General Meeting of the Company and being eligible have offered themselves for re-appointment. The Board recomme

    their re-appointment.

    DIRECTORS RESPONSIBILITY STATEMENT

    In compliance with the provisions of Section 217(2AA) of the Companies Act, 1956 (the Act), your Directors conrm that:

    i) in the preparation of the annual accounts for the 15 months period ended 31st March, 2012, the applicable accounting standahad been followed along with proper explanation relating to material departures;

    ii) accounting policies were adopted and applied consistently and judgments and estimates were made that were reasonable prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the prot or of the Company for the 15 months period ended on that date;

    iii) proper and sufcient care has been taken for the maintenance of adequate accounting records in accordance with the provisof the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

    iv) the Annual Accounts have been prepared on a `going concern basis.

    CORPORATE GOVERNANCE

    As per Clause-49 of the Listing Agreement with the Stock Exchanges, a section on corporate governance is presented separat

    and forms part of this Report.

    PARTICULARS OF EMPLOYEES

    The particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particu

    of Employees) Rules, 1975, as amended, are attached to this report.

    AUDITORS

    M/s. CNGSN & Associates, Chartered Accountants, Chennai, the Statutory Auditors of the Company will retire at the conclusio

    ensuing Annual General Meeting and are eligible for re-appointment as Auditors of the Company.

    It is proposed to jointly appoint M/s. CNGSN & Associates, Chennai, and M/s. S.R. Batliboi & Associates, Chartered AccountanMumbai as statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of

    subsequent Annual General Meeting to be held in the year 2013. The Company has received eligibility certicate from both

    proposed Auditors in terms of Section 224(1B) of the Companies Act, 1956.

    The Directors recommend the appointment of Statutory Auditors as proposed above.

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    ACKNOWLEDGEMENT

    Your Directors take this opportunity to express their gratitude to all the employees for the signicant personal efforts and t

    collective contribution. Your Directors wish to thank the shareholders for their continued support, encouragement and the conde

    reposed in the Management.

    For and on behalf of the Board of Direct HENKEL INDIA L

    Place : Mumbai M. P. Ramachand

    Date : 22nd May, 2012 Chairm

    PARTICULARS OF EMPLOYEES

    The information pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars

    Employees) Rules, 1975, as amended, regarding the employees is given below:

    Name of the

    employee

    Designation Qualication Age in

    years

    Date of

    joining

    Experience Gross

    Remunerationpaid (`in lac)

    Previous Employme

    Designation

    Mr. Jayant K. Singh Managing Director

    up to 31st May,

    2011

    MBA from

    IIM, Lucknow

    39 31/03/2009 15 years 29.15 Chairman and

    Managing Director

    for GSK Consumer

    Healthcare, Sri Lank

    Notes:

    1. The remuneration shown above is the monthly remuneration paid upto 31st May, 2011 which included salary, allowanccompanys contributions to Provident Fund and other perquisites valued as per Income Tax Rules, 1962.

    2. Mr. Singh was also paid a compensation of `1.38 crores for breach of contract on mutual consent for terminating the contof employment without requisite notice.

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    CORPORATE GOVERNANCE REPORT

    Your Company is committed to pursue growth by adhering to the high standards of Corporate Governance. The key eleme

    of Corporate Governance are transparency, disclosure, supervision, internal controls, risk management, internal and exte

    communications and high standards of safety and product quality. The Company believes that practice of each of these creates

    right corporate culture that fulls the true purpose of the Corporate Governance.

    1. COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE

    The Company endeavors to achieve high level of transparency, integrity and equity in all its operations by implementing b

    practices for Corporate Governance. Your Company also ensures high disclosure standards through continuous monitorin

    its operations.

    2. BOARD OF DIRECTORS

    a. Composition

    The Company is managed by the Board of Directors, which formulates strategies, policies, and procedures and reviews

    performance periodically.

    The Board comprises of 7 (seven) Directors (all are Non-executive Directors) of whom 4(four) are Independent DirectMr. M. P. Ramachandran, Mr. K. Ullas Kamath, Ms. M.R. Jyothy belong to promoters group of Jyothy Laboratories Ltd,

    holding company. The composition of Board of Directors is in compliance with the requirement of the Listing Agreement.

    b. The Composition of Board and Attendance of Directors

    Name Status Attendance

    in Board

    Meetings

    Attendance

    in last AGM

    held on

    14/9/2011

    Other

    Directorships

    held

    Other

    Committee

    Membership

    (Chairman)

    held

    Held Attended Yes/No/NA

    Dr. A. C. Muthiah Non-executive Chairman % 7 2 NA NA NA

    Mr. Patrick Kaminski Non- executive Director % 7 1 NA NA NA

    Mr. Ben Ho Non- executive Director % 7 2 NA NA NA

    Mr. Thomas Jungmann Non-executive Director % 7 2 NA NA NA

    Dr. A. Besant C. Raj Independent Director % 7 3 NA NA NA

    Mr. Sukhendu Ray Independent Director % 7 3 NA NA NA

    Mr. RM. Muthukaruppan Independent Director ^ 7 2 NA NA NA

    Mr. A. Satish Kumar Non-executive Director % 7 2 NA NA NA

    Dr. Uddesh Kohli Independent Director % 7 1 NA NA NA

    Prof. Debashis Chatterjee Independent Director % 7 1 NA NA NA

    Mr. V. Selvaraj Independent Director % 7 3 NA NA NA

    Mr. Jayant K. Singh Managing Director % 7 2 NA NA NA

    Mr. M. P. Ramachandran Non-Executive Director $ 7 4 Yes 3 1(1)

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    Name Status Attendance

    in Board

    Meetings

    Attendance

    in last AGM

    held on

    14/9/2011

    Other

    Directorships

    held

    Other

    Committee

    Membership

    (Chairman)

    heldHeld Attended Yes/No/NA

    Mr. K. Ullas Kamath Non-executive Director $ 7 4 Yes 2 2

    Ms. M. R. Jyothy Non-exectutive Director $ 7 4 Yes 3 -

    Mr. Bipin R. Shah Independent Director $ 7 4 No 4 5(1)

    Mr. K. P. Padmakumar Independent Director $ 7 2 No 5 3(1)

    Mr. R. Lakshminarayanan Independent Director $ 7 3 No 1 -

    Mr. Nilesh B. Mehta Independent Director $ 7 2 Yes 8 2(1)

    NA Not Applicable$ Appointed as Additional Directors w.e.f 31/5/11

    ^ Resigned as a Director w.e.f 4/5/11% Resigned as Directors w.e.f. 31/5/11

    All Independent Directors of the Company furnish a declaration at the time of their appointment as also annually that t

    qualify the conditions of their being independent. These declarations are placed before the Board.

    c. Number of Board Meetings

    The Board Meetings are held atleast once in a quarter. Board of Directors met 7 (seven) times during the period from

    January, 2011 to 31st March, 2012 i.e. on 8th February, 2011, 4th May, 2011, 31st May, 2011(two meetings), 27th July, 20

    9th November, 2011 and on 23rd January, 2012. The period between two Board meetings was well within the maximum ga

    four months as prescribed under Clause-49. The annual calendar of meetings is broadly determined at the beginning of e

    year.

    3. COMMITTEES OF THE BOARD

    The Board has constituted various committees for smooth and efcient operation of the Company viz., Audit Commit

    Remuneration Committee; Share Transfer and Investors Grievance Redressal Committee. The terms of reference of

    Committees are laid down by the Board from time to time. Meetings of each Board Committees are convened by the Chairm

    of the respective Committees. The minutes of the meetings of the Committee are placed before the subsequent meeting ofBoard. The role, composition of the Committees and other information of the Committees are provided below:

    A. AUDIT COMMITTEE

    The Audit Committee primarily oversees the Companys nancial reporting process and disclosure of its nancial informatio

    ensure the correctness and adequacy. The Committee provides reassurance to the Board on the existence of effective inte

    control system.

    Terms of Reference

    The Committee was constituted by the Board of Directors and its scope interalia includes the following :

    Overseeing of the Companys nancial reporting process and the disclosure of its nancial information to ensure that

    nancial statement is correct, sufcient and credible.

    Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of

    statutory auditor and xation of audit fees.

    Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control system

    Discussion with internal auditors any signicant ndings and follow up there on.

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    Composition

    The Audit Committee was reconstituted with new Members being Mr. Nilesh Mehta, Mr. K. P. Padmakumar, Mr. Bipin R. Sh

    Mr. R. Lakshinarayanan and Mr. K. Ullas Kamath on 31st May, 2011 consequent to the resignation of Dr. A. Besant C. R

    Mr. Ben Ho, Mr. Sukhendu Ray and Mr. A. Satish Kumar with effect from that date. The reconstituted Audit Commit

    comprises of four Independent Directors and one Non-executive Director. Mr. Nilesh Mehta is the Chairman of the CommittAll members have nancial management expertise.

    Prior to aforesaid re-constitution, the Audit Committee comprised of 4 (four) members, all being Non-executive Directors

    which 2 (two) were Independent. All members of Audit Committee had nancial management expertise.

    During the year, the Committee met on ve occasions on 2nd February, 2011, 5th May, 2011, 27th July, 2011, 9th Novem

    2011 and on 23rd January, 2012. The meetings of Audit Committee were attended by the auditors and other senior person

    of the Company. The recommendations of the Audit Committee were accepted and implemented by the Board.

    Attendance

    Name Meetings held Meetings attended

    Dr. Besant C. Raj (Chairman till 31-05-2011) 5 2

    Mr. Sukhendu Ray 5 2

    Mr. A. Satish Kumar 5 1

    Mr. Ben Ho 5 0

    Mr. Nilesh Mehta (Chairman since 31-05-2011) 5 2

    Mr. Bipin R. Shah 5 3

    Mr. R. Lakshminarayanan 5 2

    Mr. K. Ullas Kamath 5 3

    Mr. K. P. Padmakumar 5 2

    C. REMUNERATION COMMITTEE

    The Committee was constituted to decide the Companys policy on specic remuneration packages for Executive and N

    executive Directors on the Board. The Committee has also been empowered to recommend the periodic increments in saand annual incentives of the Executive Directors. The Committee has not met during 2011-12.

    Composition

    The Remuneration Committee has been reconstituted with new Members being Mr. Nilesh Mehta, Mr. K. P. Padmakum

    Mr. R. Lakshminarayan and Mr. K. Ullas Kamath on 31st May, 2011, consequent to the resignation of Dr. A. Besant C. R

    Mr. Sukhendu Ray and Mr. V. Selvaraj.

    D. SHARE TRANSFER AND INVESTORS GRIEVANCE REDRESSAL COMMITTEE

    Terms of Reference

    The terms of reference of the Share Transfer and Investors Grievance Redressal Committee includes monitoring the w

    related to transfer, transmission, dematerialization, rematerialisation, sub-division and consolidation of shares of the Comp

    and also to ensure that all investors grievances and complaints are redressed expeditiously to strengthen the Inves

    relations.

    Composition

    The Committee has been reconstituted with new Members being Mr. M. P. Ramachandran, Mr. K. Ullas Kamath, Ms. M

    Jyothy and Mr. Nilesh Mehta on 31st May, 2011 consequent to the resignation of Dr. A. Besant C. Raj, Mr. A. Satish Kuma

    Mr. RM. Muthukaruppan with effect from that date. Mr. M. P. Ramachandran is the Chairman of the Committee.

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    4. REMUNERATION TO DIRECTORS:

    Remuneration

    Non-executive Directors are paid sitting fees for every meeting of the Board and the Committees attended by them. The det

    whereof are as below:

    Directors Total

    Dr. A. Besant C. Raj 47,500.00

    Mr. Satish Kumar A. 32,500.00

    Mr. Sukhendu Ray 27,000.00

    Mr. V. Selvaraj 18,000.00

    Mr. R. M. Muthukaruppan 15,500.00

    Dr. A. C. Muthiah 6,000.00

    Dr. Uddesh Kohli 6,000.00

    Prof. Debashis Chatterjee 6,000.00

    Mr. Bipin R Shah 36,000.00

    Mr. R. Laxminarayanan 26,000.00

    Mr. K. P. Padmakumar 23,000.00

    Mr. Nilesh Mehta 23,000.00

    Mr. K. Ullas Kamath 3,000.00

    Mr. M. P. Ramachandran 3,000.00

    Mr. M. R. Jyothy 3,000.00

    Grand Total 275,500.00

    None of the above Directors have been paid any Commission during the year. During the previous nancial year, Mr. Jay

    K. Singh was paid a total remuneration of Rs.29.15 lacs up to May 31, 2011 and Rs.1.38 crores was paid as compensation

    breach of contract on mutual agreement against pre-mature termination of his contract.

    5. GENERAL BODY MEETING

    Details of last three Annual General Meetings:

    Year Date Time Special Resolutions pass

    2008 11th September, 2009 10.15 am None

    2009 16th September, 2010 10.30 am None

    2010 14th September, 2011 11.00 am None

    * All AGMs were held in Rajah Annamalai Hall, Esplanade, Near High Court, Chennai 600 108.

    Postal Ballot:

    During the year under review, 2 (two) Special and 2 (two) Ordinary Resolutions were passed through postal ballot proce

    Details of voting conducted through postal ballot process for the business stated in the Notice dated November 9, 2011

    respect of aforesaid resolutions were as below:

    Sr.

    No.

    Particulars Valid Postal

    Ballot forms

    received

    Votes in

    favour of the

    resolution

    Votes

    against the

    Resolution

    Invalid

    Postal Forms

    received

    Results

    1 Special Resolution for shifting of registeredofce from State of Tamilnadu to the State ofMaharashtra (within jurisdiction of Registrarof Maharashtra, Mumbai):

    1696 9,83,79,110 28,219 86 Approvedwith requismajority

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    Sr.

    No.

    Particulars Valid Postal

    Ballot forms

    received

    Votes in

    favour of the

    resolution

    Votes

    against the

    Resolution

    Invalid

    Postal Forms

    received

    Results

    2 Special Resolution for making loan,

    investment, guarantee or provide securitybeyond the prescribed limits under Section372A of the Companies Act, 1956:

    1625 9,83,32,640 52,726 157 Approved

    with requismajority

    3 Ordinary Resolution for enhancing thepower of Board of Directors of the Companyto borrow funds under Section 293(1)(d) ofthe Companies Act, 1956

    1622 9,83,52,667 33,386 160 Approvedwith requismajority

    4 Ordinary Resolution for empowering theBoard of Directors of the Company to createcharge over the assets of the Company interms of Section 293(1)(a) of the CompaniesAct, 1956

    1619 9,83,49,875 35,754 163 Approvedwith requismajority

    Procedure for Postal Ballot:

    Ms. Lalitha Kannan, Partner of M/s K. Padmanabhan & Associates, Practising Company Secretaries, Chennai, was appoinas scrutinizer to conduct postal ballot proceedings in a fair and transparent manner by the Board of Directors at the mee

    held on November 9, 2011. The postal ballot notice containing the draft proposed resolutions along with the explanat

    statements thereto, postal ballot forms and postage pre-paid envelope were sent to all the members as on the cut-off date

    January 20, 2012). The Company published advertisement in requisite newspapers specifying date of completion of dispatc

    postal ballot notice, date of end of voting and other matters as specied under Rule 3 of the Postal ballot Rules on 26th Janu

    2012. The Company did not avail e-voting facility.

    The members were required to read the instructions printed in the postal ballot forms and give their assent/dissent on

    Resolutions and at the end of the form sign the same as per the specimen signatures available with the Company or Deposit

    Participants, as the case may be, and return the form duly completed in the self-addressed postage pre-paid envelope by

    before the close of the working hours of the last date xed for the purpose i.e. 20th February, 2012. Postal ballot forms recei

    after that date were treated as if the forms had not been received from the members.

    Voting rights were reckoned on the basis of number of shares and paid-up value of shares registered in the name of respective shareholders as on the cut-off date mentioned in the postal ballot notice.

    The Scrutinizer, appointed for the purpose, had scrutinized the postal ballot forms received and submitted the report da

    22nd February, 2012 to the Company. Resolutions were deemed to have been passed as Special Resolution if the votes c

    in favour are atleast three times the votes cast against and in case of Ordinary Resolution, the resolution were deemed to h

    been passed, if votes cast in favour were more than the votes cast against.

    The results of the postal ballot process were declared on February 29, 2012 at 3.00 p.m. UJALA HOUSE, Ramakrishna Ma

    Road, Kondivita, Andheri (East), Mumbai 400059 and thereafter the results were displayed on the website of the Comp

    and the stock exchanges were informed on March 2, 2012 in accordance with Clause 35A of the Listing Agreement.

    6. DISCLOSURES

    Related party transactions during the year have been disclosed elsewhere in the annual report as required under Accoun

    Standard-18 notied by the Companies (Accounting Standards) Rules, 2006. There has been no non-compliance by

    Company or penalty or strictures imposed on the Company by the Stock exchange or SEBI or any statutory authority, on matter related to capital markets, during the last 3 years. In the preparation of the nancial statements, the Company

    followed the Accounting Standards notied by the Companies (Accounting Standards) Rules 2006, as amended from tim

    time. The signicant accounting policies which are consistently applied are set out in the Note 1 & 2 to the Accounts.

    None of the Directors held any shares in the Company as on 31st March, 2012:

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    7. MEANS OF COMMUNICATION

    The Financial results of the Company were published in compliance with the requirements of Clause-41 of the Lis

    Agreement. The nancial results and the press releases were posted on the website of Jyothy Laboratories Ltd.

    www.jyothylaboratories.comunder the section provided for Henkel India Ltd.

    8. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

    The Management Discussion and Analysis Report forms part of this Report and given separately elsewhere in this Annual Repo

    9. SUBSIDIARY COMPANY

    The Company has one unlisted subsidiary Company namely Henkel Marketing India Limited with its Registered Ofce

    Chennai. The minutes of the Board Meetings of unlisted Subsidiary Company are considered and taken on record in the Bo

    Meetings of the Holding Company.

    10. RISK MANAGEMENT PROCEDURE:

    The Company has laid down procedures and apprised the Board of Directors regarding key risk assessment and risk mitiga

    mechanisms.

    11. GENERAL SHAREHOLDER INFORMATION

    Registered Ofce of the Company Regd. Off: 43A, T. H. Road, KKD Nagar,

    Kodungaiyur, Chennai 600 118

    Forthcoming Annual General Meeting will be held on Thursday, November 22, 2012 at 12.00 p.m. at M.C. Ghia Hall, Ind

    Textile Accessories & Machinery Manufacturers Association, Bhogilal Hargovindas Building, 4th Floor, 18/20. K. Dubh

    Marg, Kala Ghoda, Mumbai 400 001

    Financial Calendar -2012-13 (Proposed)

    First quarter results July/August 2012

    Second quarter results Oct/Nov 2012

    Third quarter results Jan/Feb 2012

    Fourth quarter and Annual results May 2013

    Book Closure Dates

    From 23rd October, 2012 to 31st October, 2012 (both days inclusive)

    Listing on Stock Exchanges

    The shares of the Company are listed on Bombay, Madras & Calcutta Stock Exchanges. The Annual Listing fees in respec

    the shares of the Company for the nancial year 2012-2013 has been paid by the Company promptly.

    Stock Code

    Stock Exchange Stock Code

    Madras Stock Exchange Limited,11, Second Lane Beach, Chennai -600 001.

    HIL

    Bombay Stock Exchange LimitedPhiroze Jeejeebhoy Towers, Dalal Street,Mumbai 400 001.

    532671

    The Calcutta Stock Exchange Ltd.Lyons Range, Kolkata 700 001

    37210 & 10037210

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    Depository Connectivity

    National Securities Depository Limited (NSDL)

    Central Depository Services (India) Limited (CDSL)

    ISIN : INE099H01019

    Stock Market price data in BSE

    Month Monthly High

    (`)

    Monthly Low

    (`)

    January 2011 48.20 36.05

    February 2011 37.65 28.00

    March 2011 49.95 32.70

    April 2011 43.90 32.90

    May 2011 40.00 32.60

    June 2011 40.70 38.45

    July 2011 41.40 38.00

    August 2011 41.00 32.55September 2011 39.75 30.75

    October 2011 32.00 25.55

    November 2011 31.00 21.90

    December 2011 26.95 20.00

    January 2012 27.60 21.40

    February 2012 36.45 24.60

    March 2012 29.60 22.05

    9. Share Transfer System

    A Committee constituted for this purpose interalia approves transfers in the physical form. As per the directions of SEBI,

    Company immediately on transfer of shares, sends letters to the investors in the prescribed format informing them about

    simultaneous transfer and dematerialisation option available for the shares transferred in their names.

    10. Shareholding Pattern / Distribution as on 31/03/2012

    Number of

    Shares slab

    No. of

    Shareowners

    % of shareowners No. of Shares % to Total

    1 100 24,371 44.23 16,57,894 1.42

    100 500 26,038 47.26 64,92,019 5.58

    501 1000 2,775 5.04 22,35,801 1.92

    1001 2000 1,063 1.93 16,32,724 1.40

    2001 3000 288 0.52 7,39,760 0.64

    3001 4000 142 0.26 5,09,243 0.44

    4001 5000 130 0.24 6,21,976 0.53

    5001 and 10000 162 0.29 12,12,010 1.04

    > 10001 130 0.23 10,13,52,844 87.03

    TOTAL 55,099 100.00 11,64,54,271* 100.00

    * 10,200 shares have been kept in abeyance pending settlement of disputes over title.

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    11. CATEGORIES OF SHAREOWNERS AS ON 31/03/2012

    Category No. of Share

    Owners

    No. of Shares

    Held

    Voting

    Strength (%)

    Promoters, Relatives & Associates 1 9,74,26,487 83.66

    Bodies Corporate (Domestic) 562 19,12,000 1.64

    Banks, Mutual Funds & Financial Institutions 10 10,795 0.01

    Foreign Institutional Investors (FIIs) 1 10,000 0.01

    NRI /OCBs/ Foreign Nationals 386 4,63,395 0.40

    Clearing Member, Trust, Resident (Public & others) 54,139 1,66,31,594 14.28

    Total 55,099 11,64,54,271* 100.00

    * 10,200 shares have been kept in abeyance pending sattlement of disputes over title.

    12. Top 10 Shareholders as on 31/03/2012

    Name Category Shares %

    Jyothy Laboratories Limited Promoter 9,74,26,487 83.65

    Mangal Keshav Securities Limited Public 5,50,000 0.47Lal Tolani Public 2,75,671 0.24

    Smarniya Properties Pvt. Ltd. Public 1,02,229 0.09

    Lumesh T Sanghavi Public 1,00,000 0.09

    Sainath Roopesh Kumar Public 1,00,000 0.09

    S. Roopesh Kumar Public 99,830 0.09

    Divyesh Bharat Shah Public 92,289 0.08

    Tara Chand Jain Public 82,534 0.07

    Dr. Anil Gupta Public 65,400 0.06

    13. HIL Performance Composition v/s BSE Index

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    14. Dematerialisation/Rematerialisation

    SEBI mandated compulsory dematerialisation of shares for all purpose of trading through registered channels. As

    31st March, 2012, 11,26,26,478 shares of the Company held by the Shareholders are in demat form aggregating 96.71% of

    total equity Paid Up Capital. The Company has signed agreements with both National Securities Depository Limited (NSD

    and with Central Depository Services (India) Limited (CDSL) to provide the facility of holding equity shares in dematerialisform.

    15. Outstanding GDRs/ADRs etc.

    The Company has not issued any Global Depository Receipt/American Depository Receipt/Warrant or any convert

    instruments pending conversion or any other instrument likely to impact the equity share capital of the Company.

    16. COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

    Certicate from the Practicing Company Secretary Mrs. B. Chandra, Chennai conrming compliance certicate with

    conditions of corporate governance as stipulated under clause 49 of the listing agreement forms part of the Annual Report

    17. COMPLIANCE OFFICER

    Mr. P. Sampath

    Ofcer (Secretarial)

    Henkel India Limited

    43A, T. H. Road, KKD Nagar,

    Kodungaiyur, Chennai 600 118

    Ph: 044-39196871/ 862

    Email ID : [email protected]

    18. ADDRESS FOR COMMUNICATION - REGISTRARS AND SHARE TRANSFER AGENTS

    M/s. Cameo Corporate Services Limited

    Unit Henkel India

    Fifth Floor, Subramaniam Building,

    No.1, Club House Road,

    Chennai - 600 002.

    Tel: (044) 28460390 (5 lines)

    Fax: (044) - 28460129 Email: [email protected]

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    PRACTISING COMPANY SECRETARIES CERTIFICATE ON CORPORATE GOVERNANCE

    To: The Shareholders of Henkel India Ltd

    We have examined the compliance of conditions of corporate governance by Henkel India Ltd, for the period ended on 31st Ma2012 as stipulated in clause-49 of the Listing Agreement of the Company with Stock Exchanges.

    The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been lim

    to a review of procedures and implementation thereof, adopted by the Company for ensuring the compliance with the condition

    Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on the nancial stateme

    of the Company.

    In our opinion and to the best of our information and according to the explanations given to us and the representations made by

    Directors and the Management, I certify that the Company has complied in all material respects with the conditions of Corpor

    Governance as stipulated in clause-49 of the above-mentioned Listing Agreement.

    We state that no investor grievances are pending for a period exceeding one month against the Company as per the reco

    maintained by the Shareholder Grievance Committee.

    We further state that such compliance is neither an assurance as to the future viability of the Company nor the efciency

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

    CHANDRA

    Practising Company Secret

    CP No.7

    Place : Chennai

    Dated : 22nd May, 2012

    CONFIRMATION ON CODE OF CONDUCT

    To,

    The Shareholders of Henkel India Ltd.

    Pursuant to Clause 49 (1) (D) (ii), I hereby conrm that, for the 15 month nancial period ended 31st March, 2012, all the Memb

    of the Board of Directors and the Senior Management Personnel have afrmed compliance with the Code of Conduct framed by

    Company.

    M. P. Ramachand

    Chairm

    Place : Mumbai

    Dated : 22nd May, 2012

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    We have audited the attached Balance Sheet of Henkel India

    Limited as at March 31, 2012, the Prot and Loss Account

    and also the Cash Flow Statement for the period ended on

    that date annexed thereto. These nancial statements are the

    responsibility of the Companys management. Our responsibility

    is to express an opinion on these nancial statements based on

    our audit.

    We conducted our audit in accordance with auditing standards

    generally accepted in India. Those standards require that we

    plan and perform the audit to obtain reasonable assurance

    about whether the nancial statements are free of material

    misstatement. An audit includes examining, on a test basis,

    evidence supporting the amounts and disclosures in the

    nancial statements. An audit also includes assessing theaccounting principles used and signicant estimates made by

    the management, as well as evaluating the overall nancial

    statement presentation. We believe that our audit provides a

    reasonable basis for our opinion.

    As required by the Companies (Auditors Report) Order 2003,

    issued by the Department of Company Affairs on June 12, 2003

    and as amended under Notication dated November 25, 2004 in

    terms of sub-section (4A) of Section 227 of the Companies Act,

    1956, we enclose in the annexure a statement on the matters

    specied in paragraph 4 and 5 of the said Order.

    Further to our comments in the annexure referred to above, we

    report that:

    i. We have obtained all the information and explanations

    which, to the best of our knowledge and belief were

    necessary for purpose of the audit;

    ii. In our opinion, proper books of accounts have been kept

    as required by law so far as appears from our examination

    of those books;

    iii. The Balance Sheet, Prot and Loss Account and C

    Flow Statement dealt with by this report are in agreem

    with books of account;

    iv. In our opinion, Balance Sheet, Prot and Loss Acco

    and Cash Flow Statement dealt with by this report com

    with the Accounting Standards referred to in sub-sect

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

    extent applicable.

    v. On the basis of written representations received f

    Directors, as on March 31, 2012 and taken on record

    the Board of Directors, we report that, none of the Directare disqualied as on March 31, 2012 from being appoin

    as a Director in terms of clause (g) of sub-section (1

    Section 274 of the Companies Act, 1956.

    vi. In our opinion and to the best of our information

    according to the explanation given to us, the said accou

    together with the notes thereon, give the informat

    required by the Companies Act, 1956 in the manner

    required, and give a true and fair view in conformity w

    the accounting principles generally accepted in India

    a. in the case of Balance Sheet, the state of affair

    the Company as at March 31, 2012.

    b. in the case of Prot and Loss Account, of the L

    for the period ended on that date and

    c. in the case of Cash Flow Statement, of the c

    ows for the period ended on that date.

    AUDITORS REPORT TO THE MEMBERS OF HENKEL INDIA LIMITED

    For CNGSN & ASSOCIATChartered Accountants

    F.R. No. 04915S

    C.N. GANGADARAN

    PartnerMemb. No. 11205

    Place : ChennaiDate : May 22, 2012

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    Annexure referred to in paragraph 3 of the report of even dateof the Auditors to the Members of Henkel India Limited on the

    accounts for the period ended March 31, 2012

    i) a) The Company is maintaining proper records,showing full particulars including quantitative detailsand situation of xed assets.

    b) The Company has a programme of physicalverication of xed assets, which in our opinion isreasonable having regard to the size of the Companyand the nature of its business.

    c) None of the xed assets have been revalued duringthe period.

    d) A substantial part of the xed assets have not beendisposed of during the period.

    ii) a) Physical verication of inventory was conducted atreasonable intervals by the management during theperiod.

    b) In our opinion, procedures for physical vericationof inventory followed by the management arereasonable and adequate in relation to the size ofthe Company and nature of its business.

    c) The Company is maintaining proper recordsof inventory and the discrepancies noticed onverication were not material.

    iii) a) The Company has taken unsecured loan of `26,395/-lacs during the year from a party listed in the Registermaintained under Section 301 of the Companies Act,1956. The year end balance is `14,204/- lacs andthe maximum outstanding amount during the year is`26,395/-. No loans have been granted to any suchparties.

    b) In our opinion rates of interest and other terms andconditions are not prejudicial to the interest of theCompany.

    c) The repayment of the principal amounts and interestwherever applicable are regular.

    d) The loans taken by the Company are repayableon demand and therefore the question of overdueamounts does not arise.

    iv) In our opinion, and according to the information explanations given to us, there are adequate inte

    control procedures commensurate with the size of Company and the nature of its business with regards

    purchase of inventories and xed assets and for the s

    of goods. During the course of audit no continuing fail

    to correct major weaknesses in internal control system w

    observed.

    v) a) According to the information and explanation gi

    to us, we are of the opinion that the particulars

    contracts or arrangements that need to be ente

    into a Register in pursuance of Section 301 of

    Companies Act, 1956 have been duly entered.

    b) In our opinion and according to the information

    explanation given to us, transactions exceeding ` 5

    in respect of each party which have been made

    pursuance of contracts or arrangements entered

    the Register maintained under Section 301 of

    Companies Act, 1956 have been made at pri

    which are reasonable, having regard to the prevai

    market prices at the relevant time.

    vi) The Company has not accepted any Fixed Deposits f

    the public during the period and therefore, the quest

    of compliance with the directives issued by the Rese

    Bank of India and the provisions of Section 58A and 58

    or any other relevant provisions of the Companies A

    1956 and the rules framed thereunder does not arise.

    vii) The Company does not have an adequate Internal A

    commensurate with the size and nature of its business

    viii) The cost accounts and the records prescribed by

    Central Government under clause (d) of sub-section (1

    section 209 of the Companies Act, 1956 have been ma

    and maintained.

    ix) a) According to the records of the Compa

    undisputed statutory dues including Provident Fu

    Employees State Insurance Fund, Income-t

    Wealth tax, Service tax, Sales tax, Customs d

    Excise duty, Cess and other statutory dues hbeen deposited regularly during the period with

    appropriate authorities. According to the informa

    and explanation given to us, there are no undispu

    ANNEXURE TO THE AUDITORS REPORT

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    amounts payable which are outstanding as on March

    31, 2012 for a period of more than six months from

    the date they became payable.

    b) The following amounts have not been deposited with

    respective authorities because of disputes.

    Statute Year Amount (`)Forum where

    pending

    Income Tax1990-2000 to

    2001-0232,82,050

    Commissioner(Appeal)

    Income Tax Total 32,82,050

    Central Excise-KKL

    1996-1997 to2002-2003

    15,52,086 CESTAT

    Ambattur 2003-2004 4,36,187 CESTAT

    Excise Total 19,88,273

    Sales Tax-MP2000-2001 to

    2002-0318,47,888 CTO

    Grand Total 1,18,45,119

    x) At the end of the nancial period, the accumulated lossof the Company is less than 50% of its Net worth. TheCompany has incurred cash loss during the nancial periodbut not in the immediately preceding nancial period.

    xi) The Company has not defaulted in repayment of dues toBanks during the period.

    xii) No loans or advances have been granted by the Companyagainst pledge of Shares and Debentures and othersecurities.

    xiii) The Company is not a chit fund or a nidhi mutual benfund/society.

    xiv) The Company is not dealing in or trading in ShaSecurities, Debentures and other instruments.

    xv) According to the information and explanation given tothe Company has not given any Corporate Guaranduring the period.

    xvi) The Company has received long term loan during period and has applied it for the purpose for which it been raised.

    xvii) According to the information and explanations given toby the management, the funds raised on short term bahave not been used for long term investment.

    xviii) During the period the Company has not made apreferential allotment to parties and companies covein the register maintained under Section 301 of

    Companies Act, 1956.

    xix) The Company has not issued any debentures during period and therefore the question of creation of securitcharge does not arise.

    xx) During the period, the Company has not raised any moby way of public issue and the question of disclosing end use of money by the management does not arise.

    xxi) According to the information and explanations given tono fraud on or by the Company was noticed or reporduring the course of our audit.

    Place : ChennaiDate : May 22, 2012

    For CNGSN & ASSOCIATChartered Accountants

    F.R. No. 04915S

    C.N. GANGADARAN

    PartnerMemb. No. 11205

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    26

    BALANCE SHEET AS AT MARCH 31, 2012

    The accompanying notes are an integral part of the nancial statements.

    As per our report of even date For and on behalf of the Board of Directors ofFor M/s. CNGSN & Associates HENKEL INDIA LIMITEDChartered AccountantsFirm registration number: 04915S

    C. N. GangadaranPartner M.P. Ramachandran K. Ullas KamathMembership No. 11205 Chairman Director

    Place : Mumbai Place : MumbaiDate : May 22, 2012 Date : May 22, 2012

    `In L

    Note As atMarch 31, 2012

    As atDecember 31, 20

    EQUITY AND LIABILITIES

    Shareholders funds

    Share capital 3 18,446.45 18,446

    Reserves and surplus 4 (3,120.52) 2,806

    15,325.93 21,252

    Non-current liabilities

    Borrowings 5 13,000.00 18,507

    Provisions 6 117.22 12

    13,117.22 18,520

    Current liabilities

    Borrowings 5 1,204.40

    Trade payables 7 5,175.25 5,125

    Other liabilities 8 435.74 651

    Provisions 6 24.88 15

    6,840.27 5,791

    TOTAL 35,283.42 45,564

    ASSETS

    Non-current assets

    Fixed assets 9

    (i) Tangible assets 7,296.62 8,108

    (ii) Intangible assets 17,720.13 17,720

    Investments 10 2.30 2

    Loans and advances 11 736.92 701

    Other assets 12 0.40

    25,756.37 26,532

    Current assets

    Inventories 13 3,556.37 4,901

    Trade receivables 14 3,679.38 9,747

    Cash and bank balances 15 398.16 38

    Loans and advances 11 1,866.37 4,345

    Other assets 12 26.77

    9,527.05 19,031

    TOTAL 35,283.42 45,564

    Summary of signicant accounting policies 2

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    The accompanying notes are an integral part of the nancial statements.

    As per our report of even date For and on behalf of the Board of Directors ofFor M/s. CNGSN & Associates HENKEL INDIA LIMITEDChartered AccountantsFirm registration number: 04915S

    C. N. GangadaranPartner M.P. Ramachandran K. Ullas KamathMembership No. 11205 Chairman Director

    Place : Mumbai Place : MumbaiDate : May 22, 2012 Date : May 22, 2012

    STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE FIFTEE

    MONTHS PERIOD ENDED MARCH 31, 2012`In La

    Note January 1, 2011 toMarch 31, 2012

    January 1, 2010December 31, 20

    (15 Months) (12 Months)

    REVENUE

    Sales 45,967.70 46,772Less: Excise duty (1,166.85) (1,755.Net sales 44,800.85 45,017Other operating income 16 274.94 157Revenue from operations 45,075.79 45,174Other income 17 163.05 381Total Revenue 45,238.84 45,556

    EXPENDITURE

    Cost of raw material and components consumed 18 9,306.76 13,847Purchase of traded goods 19,970.45 15,290(Increase)/decrease in inventories of nished goods, work-in-progress andtraded goods

    19 563.72 186

    Employee benets expense 20 2,833.98 1,693Other expenses 21 9,417.19 12,125Depreciation and amortisation 9 780.01 603Interest and nance charges 22 1,958.16 1,696Total Expense 44,830.27 45,443

    Prot before tax and Exceptional items 408.57 112

    Exceptional items

    Sale of Division 2,534.77 Bad debt written off (9,000.00)Prot/(Loss) before tax (6,056.66) 112

    Current tax 20Less: MAT Credit entitlement (20.

    Prot/(Loss) after tax (6,056.66) 112

    EARNINGS PER SHARE (EPS)

    Basic and Diluted (`) (5.20) 0

    Nominal value per share (`) 10

    Weighted average number of shares outstanding for calculation 116,464,471 116,464,4of Basic and Diluted EPSSummary of signicant accounting policies 2

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    NOTES TO FINANCIAL STATEMENTS FOR THE FIFTEEN MONTHS PERIO

    ENDED MARCH 31, 2012

    NOTE 1 - BASIS OF PREPARATION

    The nancial statements of the Company have been prepared in accordance with generally accepted accounting principlesIndia (Indian GAAP). The Company has prepared these nancial statements to comply in all material respects with the accounstandards notied under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of Companies Act, 1956. The nancial statements have been prepared under the historical cost convention on an accrual basis excin case of assets for which provision for impairment is made. The accounting policies have been consistently applied by the Compand are consistent with those used in the previous year, except for the change in accounting policy explained below.

    NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The signicant accounting policies are as follows:

    a) Change in accounting policy

    i) During the year ended March 31, 2012, the revised Schedule VI notied under the Companies Act, 1956, has becoapplicable to the Company, for preparation and presentation of its nancial statements. The adoption of revised SchedVI does not impact recognition and measurement principles followed for preparation of nancial statements. Howevit has signicant impact on presentation and disclosures made in the nancial statements. The Company has areclassied the previous year gures in accordance with the requirements applicable in the current year.

    ii) During the year, the Company has changed valuation of inventory from weighted-average cost method to First-in-First-method to align with the group accounting policy of inventory valuation. Accordingly, the impact of the change was material to the nancial statements for the nancial year.

    b) Use of estimate

    The preparation of nancial statements, in conformity with Indian GAAP requires management to make judgements, estimaand assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and disclosure of contingent liabiliat the end of the reporting period. Although these estimates are based upon managements best knowledge of current eveand actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustmto the carrying amounts of assets or liabilities in future periods.

    c) Fixed assets

    Fixed assets are stated at cost of acquisition less accumulated depreciation. Cost of acquisition is inclusive of inward frei

    duties and taxes and incidental expenses related to acquisition. In case of projects involving construction, related pre-operatioexpenses form part of value of xed asset capitalized. Expenses capitalized also include applicable borrowing costs aadjustments arising from foreign exchange rate variations relating to borrowings attributable to the xed assets.

    Fixed assets acquired on the merger of Henkel SPIC India Limited into the Company during 2004 have been taken the books at fair value as per the scheme of amalgamation, as approved by the Honble High Court of Madras. In caserevaluation of Fixed Assets, the original cost as written up to the extent certied by the valuer is considered in the accounts the differential amount is transferred to Revaluation Reserve.

    d) Depreciation and amortisation

    Depreciation is provided using the Straight Line Method as per the useful lives of the assets estimated by the managemenat the rates prescribed under Schedule XIV of the Companies Act, 1956 whichever is higher.

    The estimated useful life of the assets is as follows:

    Category Estimated useful life

    (in years)Factory Buildings 30Building (Other then Factory Building) 60Plant and machinery 21Furniture and xtures 16Ofce equipments 21Vehicles 8-10

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    e) Impairment

    i. The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If indication exists, or when annual impairment testing for an asset is required, the Company estimates the asserecoverable amount. An assets recoverable amount is the higher of an assets or cash-generating units (CGU) selling price and its value in use. The recoverable amount is determined for an individual asset, unless the asset do

    not generate cash inows that are largely independent of those from other assets or groups of assets. An impairmloss is recognized wherever the carrying amount of an asset exceed its recoverable amount. The recoverable amounthe greater of the assets net selling price and value in use. In assessing value in use, the estimated future cash owsdiscounted to their present value at the pre-tax discount rate.

    ii. A previously recognized impairment loss is increased or reversed only if there has been a change in the assumptiused to determine the assets recoverable amount since the last impairment loss was recognized. The reversal is limso that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount twould have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior year

    f) Operating Leases

    Leases, where the lessor effectively retains substantially all the risks and benets of ownership of the leased item, are classias operating leases. Lease payments on operating leases are recognized as an expense in the Prot and Loss Account ostraight-line basis, over the lease term.

    g) Government grants and subsidies Grants and subsidies from the government are recognized when there is reasonable assurance that the grant/subsidy wil

    received and all attaching conditions will be complied with.

    When the grant or subsidy relates to revenue item, it is recognized as income over the periods necessary to match thema systematic basis to the costs, which it is intended to compensate. Where the grant or subsidy relates to an asset, its vais deducted from the gross value in arriving at the carrying amount of the related asset. Government grant in the naturepromoters contribution is credited to the investment subsidy reserve.

    h) Investment

    On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributaacquisition charges such as brokerage, fees and duties and other costs that arise on acquisition of investment. Investmethat are readily realizable and intended to be held for not more than one year from the date on which such investments made are classied as current investments. All other investments are classied as long-term investments. Current investmare carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are car

    at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of investments.

    i) Inventories

    Inventories of raw materials, packing materials, work-in-progress, nished goods, stores and consumables items are valuecost or net realizable value, whichever is lower. However, materials and other items held for use in the production of inventoare not written down below cost if the nished products in which they will be incorporated are expected to be sold at or abcost.

    Cost is ascertained on First-in-First-out (FIFO) basis and includes all applicable costs incurred in bringing goods to tpresent location and condition. Cost of work-in-progress, manufactured packing material and nished goods includes mateand all applicable manufacturing overheads. The Company accrues for excise duty liability in respect of manufactured nisgoods/intermediary inventories lying in the factory.

    Net realizable value is the estimated selling price in the ordinary course of business, less estimated cost of completion

    estimated cost necessary to make the sale.j) Revenue recognition

    Revenue is recognized to the extent that it is probable that the economic benets will ow to the Company and the revenue be reliably measured.

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    Sale of Goods

    Revenue is recognized when all the signicant risks and rewards of ownership of the goods have passed to the buyer, usuon delivery of the goods. Excise Duty, Sales Tax and VAT deducted from turnover (gross) is the amount that is included in amount of turnover (gross) and not the entire amount of liability arised during the year. Revenue includes the amount of excduty refund received/due in accordance with incentive scheme. Revenue is net of trade discount given.

    Interest

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

    k) Foreign currency translation

    (i) Initial Recognition

    Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount exchange rate between the reporting currency and the foreign currency at the date of the transaction.

    (ii) Conversion

    Foreign currency monetary items are reported using the exchange rate prevailing at the reporting date. Non-moneitems which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rat the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominain a foreign currency are reported using the exchange rates that existed when the values were determined.

    (iii) Exchange Differences

    Exchange differences arising on the settlement of monetary items or on reporting Companys monetary items at radifferent from those at which they were initially recorded during the year, or reported in previous nancial statements,recognized as income or as expenses in the year in which they arise.

    l) Retirement and other employee benets

    (i) Retirement benets in the form of Provident Fund and Superannuation Fund are dened contribution schemes andcontributions are charged to the Prot and Loss Account of the year when the contributions to the respective funds due. There are no other obligations other than the contribution payable to the respective fund.

    (ii) Gratuity liability is dened benet obligation and is provided for on the basis of an actuarial valuation on projected credit method made at the end of each nancial year.

    m) Sales promotion items

    Sales promotion items are valued at cost. Cost is ascertained on First-in-First-out (FIFO) basis and includes all applicacosts incurred in bringing goods to their present location and condition.

    n) Income-tax

    Income-tax expense comprises of current tax and deferred tax charge or release. Provision for current income-tax is based onassessable prots computed in accordance with the provisions of the Income Tax Act, 1961. Deferred tax is recognised, subto consideration of prudence, on timing differences, being difference between taxable and accounting income/expenditure toriginate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets are not recogniunless there is virtual certainty that sufcient future taxable income will be available against which such deferred tax asswill be realized.

    o) Provisions

    A provision is recognized when the Company has a present obligation as a result of past event; it is probable that an outof resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are

    discounted to its present value and are determined based on best estimate required to settle the obligation at the BalanSheet date. These are reviewed at each Balance Sheet date and adjusted to reect the current best estimates.

    p) Excise duty

    Excise duty on turnover is reduced from turnover. Excise duty relating to the difference between the opening stock and closstock is recognized as income/expense as the case may be, separately in the Prot and Loss Account.

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    NOTES TO FINANCIAL STATEMENTS FOR THE FIFTEEN MONTHS PERIO

    ENDED MARCH 31, 2012`In L

    As atMarch 31, 2012

    As atDecember 31, 20

    NOTE 3

    SHARE CAPITAL

    AUTHORISED CAPITAL

    172,000,000 (2010 - 172,000,000) equity shares of `10 (2010 - `10) each 17,200.00 17,200

    68,000,000 (2010 - 68,000,000) redeemable non-cumulative / cumulative

    preference shares of `10 (2010 - `10) each 6,800.00 6,800

    24,000.00 24,000

    ISSUED, SUBSCRIBED AND PAID UP CAPITAL

    116,464,471 (2010 - 116,464,471) equity shares of `10 (2010 - `10) each fully paid 11,646.45 11,646

    28,000,000 (2010 - 28,000,000) 9% redeemable

    non-cumulative preference shares of `10 (2010 - `10) each 2,800.00 2,800

    40,000,000 (2010 - 40,000,000) 4% redeemablecumulative preference shares of `10 (2010 - `10) each 4,000.00 4,000

    18,446.45 18,446

    a. Out of the total shares issued by Henkel SPIC India Limited during 1999 on Rights basis, 10,200 shares have been kepabeyance pending settlement of disputes on title. Henkel India Limited shares will be issued to these shareholders on settlemof disputes.

    b. Details of shareholders holding more than 5% shares in the Company

    As at March 31, 2012 As at December 31, 2010

    Name of Shareholder No. of shares % Holding in the

    class

    No. of shares % Holding in

    class

    Equity Shares

    Henkel Ag & Co. KGaA 59,360,203 50.9

    Tamilnadu Petroproducts Limited 19,395,900 16.6

    Jyothy Laboratories Limited 97,426,487 83.66%

    Non-cumulative Preference Shares

    Henkel Ag & Co. KGaA 28,000,000 100.0

    Jyothy Laboratories Limited 28,000,000 100.00%

    Cumulative Preference Shares

    Henkel Ag & Co. KGaA 40,000,000 100.0

    Jyothy Laboratories Limited 40,000,000 100.00%

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    c. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

    `In L

    As at March 31, 2012 As at December 31, 2010

    No. of shares Amount No. of shares Amount

    Equity SharesAt the beginning of the period/year 116,464,471 11,646.45 116,464,471 11,646

    Issued during the period/year

    Outstanding at the end of the period/year 116,464,471 11,646.45 116,464,471 11,646

    Non-cumulative Preference Shares

    At the beginning of the period/year 28,000,000 2,800.00 28,000,000 2,800

    Issued during the period/year

    Outstanding at the end of the period/year 28,000,000 2,800.00 28,000,000 2,800

    Cumulative Preference Shares

    At the beginning of the period/year 40,000,000 4,000.00 40,000,000 4,000

    Issued during the period/year

    Outstanding at the end of the period/year 40,000,000 4,000.00 40,000,000 4,000

    NOTE 4RESERVES AND SURPLUS

    As atMarch 31, 2012

    As atDecember 31, 20

    Capital reserve 843.19 843

    General reserves

    Balance, beginning of the period/year 1,047.38 1,047

    Add: Amount transferred to surplus/(decit) balance in the Prot and Loss (1,047.38)

    Balance, end of the period/year 1,047

    Preference Share Redemption Reserve 10.95 10

    Revaluation reserve

    Balance, beginning of the period/year 95.73 95

    Add: Addition pursuant to revaluation of Land 205.61

    Less: Reversal pursuant to sale of Land (75.50)

    Balance, end of the period/year 225.84 95

    Share premium account 0.29 0

    Surplus/(Decit) in the Prot and Loss Account

    Balance, beginning of the period/year 808.49 695

    Add: Amount transferred from general reserves 1,047.38

    Prot/(Loss) for the period/year (6,056.66) 112

    Balance, end of the period/year (4,200.79) 808

    (3,120.52) 2,806

    NOTE 5 Non-Current Current

    BORROWINGS As atMarch 31, 2012

    As atDecember 31, 2010

    As atMarch 31, 2012

    As atDecember 31, 20

    Loan from Holding company 13,000.00 18,507.91 1,204.40

    13,000.00 18,507.91 1,204.40

    The above amount includes

    Unsecured borrowings 13,000.00 18,507.91 1,204.40

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    NOTE 7TRADE PAYABLE

    As atMarch 31, 2012

    As atDecember 31, 20

    Trade Payable

    - Micro and Small Enterprises 1,431.76

    - Others 1,467.08 1,340

    Sundry Creditors for expenses 2,276.41 3,784

    5,175.25 5,125

    Trade payables includes `1431.76 Lacs due to small scale and ancillary undertakings to the extent such parties have been identifrom the available documents/information.

    NOTE 8

    OTHER LIABILITIES

    Other current liabilities 372.99 524

    Security deposits 15.38 19

    Advances from customers 47.37 106

    435.74 651

    `In La

    NOTE 6 LONG-TERM SHORT-TERM

    PROVISIONS As atMarch 31, 2012

    As atDecember 31, 2010

    As atMarch 31, 2012

    As atDecember 31, 20

    Provision for gratuity 117.22 12.10 13.31

    Provision for leave encashment 11.57 15117.22 12.10 24.88 15

    NOTE 9FIXED ASSETS

    Gross Block Depreciation and Amortisation Net Block

    Particulars As atJan. 1, 2011 Additions

    Deletions/

    Adjustment

    As atMar. 31, 2012

    As atJan. 1, 2011

    For theyear

    DeletionsAs at

    Mar. 31, 2012As at

    Mar. 31, 2012As at

    Dec. 31, 20

    Intangible assets

    Goodwill 17,944.13 17,944.13 224.00 224.00 17,720.13 17,720

    Tangible assets

    Freehold land 1,150.76 205.61 75.80 1,280.57 1,280.57 1,150

    Building 1,080.20 31.01 1,049.19 251.66 39.83 11.73 279.76 769.43 828

    Plant and machinery 8,428.98 15.33 36.93 8,407.38 2,969.59 621.72 13.71 3,577.60 4,829.78 5,459

    Furniture and xture 239.11 20.81 30.34 229.58 96.88 30.04 5.58 121.34 108.24 142

    Ofce equipments 1,043.17 19.87 141.61 921.43 647.39 72.19 45.14 674.44 246.99 395

    Vehicle 196.97 73.67 123.30 65.66 16.23 20.20 61.69 61.61 131

    Total 30,083.32 261.62 389.36 29,955.58 4,255.18 780.01 96.36 4,938.83 25,016.75 25,828

    Previous period 29,941.68 187.77 46.13 30,083.32 3,662.66 603.39 10.89 4,255.18 25,828.14

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    `In La

    NOTE 10

    NON-CURRENT INVESTMENTS

    As at

    March 31, 2012

    As at

    December 31, 20

    Trade Investments (Unquoted)

    Henkel SPIC Employees Co-operative Thrift and Credit Society Limited

    2,000 (2010 - 2,000) equity shares of `100 (2010 - `100) each fully paid up 2.00 2Henkel Marketing India Limited*

    825,550 (2010 - 825,550) equity shares of `10 (2010 - `10) each fully paid up 421.03 421

    Capexil (Agencies) Ltd.

    5 (2010 - 5) equity shares of `10,000 (2010 - `10,000) each fully paid up 0.05 0

    Madras Industrial Cooperative Analytical Laboratory Limited

    2 (2010 - 2) equity shares of `500 (2010 - `500) each fully paid up 0.01 0

    Ambattur Industrial Estate Manufacturers Service Industrial Cooperative Society Ltd.

    1 (2010 - 100) equity shares of `1 (2010 - `100) each fully paid up

    423.09 423

    Less: Provision for diminution in the value of investments 421.09 421

    Total (A) 2.00 2

    Investment in Government Securities (Unquoted)

    3% Government of India conversion loan, 1946 0.01 0National Saving Certicates 0.30 0

    (Pledged with Government authorities) 0.31 0

    Less: Provision for diminution in the value of investments (0.01) (0.Total (B) 0.30 0

    Total (A+B) 2.30 2

    Aggregate amount of unquoted investments 2.30 2

    *Refer note 2.1

    NOTE 11

    LOANS AND ADVANCES

    Non-Current Current

    As at

    March 31, 2012

    As at

    December 31, 2010

    As at

    March 31, 2012

    As at

    December 31, 20

    Unsecured, considered goodDeposits 564.33 545.64

    Advances recoverable in cash or in kind orfor value to be received

    172.59 156.31 61.48 97

    Advance to suppliers 714.43 3,122

    Balance with Govt. authorities 947.08 1,004

    Staff loans 7.48

    Advance Income Tax 36.79 21

    Mat Credit 99.11 99

    736.92 701.95 1,866.37 4,345

    NOTE 12

    OTHER ASSETS

    Non-Current Current

    Fixed Deposit with Bank (Refer note 15) 0.40

    Other assets 26.77

    0.40 26.77

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    NOTE 15 Non-Current Current

    CASH AND BANK BALANCES As at

    March 31, 2012

    As at

    December 31, 2010

    As at

    March 31, 2012

    As at

    December 31, 20

    Cash and cash equivalents

    Cash in hand 0.27 0

    Balance with banks - Current account 116.07 2

    Other bank balances Deposits with original maturity for morethan 12 months

    0.40 281.82 35

    Amount disclosed under other assets(refer note 12)

    (0.40)

    398.16 38

    `In L

    NOTE 13

    INVENTORIES

    As at

    March 31, 2012

    As at

    December 31, 20

    Raw and packing materials (includes goods in transit - `Nil (2010 - `131.6) 1,235.85 2,024

    Work-in-progress 90.16 77

    Finished goods 2,114.94 2,691

    Stores and spare parts 115.42 108

    3,556.37 4,901

    NOTE 14

    TRADE RECEIVABLES

    Unsecured

    a) Debt outstanding for period exceeding six months

    Considered doubtful 35.17 50

    Less: Provision for doubtful debts (35.17) (50

    b) Other debts

    Considered good 3,679.38 9,747Considered doubtful 35

    Less: Provision for doubtful debts (35

    3,679.38 9,747

    3,679.38 9,747

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    `In L

    NOTE 16

    OTHER OPERATING INCOME

    January 1, 2011 to

    March 31, 2012

    January 1, 2010

    December 31, 20

    (15 Months) (12 Months)

    Other Operating Income 274.94 157

    274.94 157

    NOTE 17

    OTHER INCOME

    Interest on xed deposit 12.27 0

    Foreign exchange uctuation gain (net) 92.46 102

    Prot on sale of xed assets (net of loss) 58.32 278

    163.05 381

    NOTE 18

    MATERIAL COSTS

    Raw and packing materials consumed

    Opening stock 2,024.20 2,291

    Add: Cost of purchases (net) 8,518.41 13,580

    10,542.61 15,872

    Less: Closing stock 1,235.85 2,024

    9,306.76 13,847

    NOTE 19

    (INCREASE)/ DECREASE IN INVENTORIES

    (Increase)/ decrease in inventories

    Closing stock

    Finished goods 2,114.94 2,691

    Work in progress 90.16 77

    2,205.10 2,768

    Opening stock

    Finished goods 2,691.34 2,899

    Work in progress 77.48 55

    2,768.82 2,954

    563.72 186

    NOTE 20

    EMPLOYEE BENEFITS EXPENSES

    Salaries, wages and bonus 2,500.37 1,415

    Contribution to provident and other funds 94.50 73

    Gratuity 123.44 54

    Staff welfare expenses 115.67 150

    2,833.98 1,693

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    `In L

    NOTE 21

    OTHER EXPENSES

    January 1, 2011 to

    March 31, 2012

    (15 months)

    January 1, 2010

    December 31, 20

    (12 months)

    Conversion charges 172.09 253

    Power and fuel expenses 350.79 394

    Rent 467.33 399

    Insurance 77.17 51

    Repairs and maintenance

    - Building 6.66 15

    - Plant and machinery 53.01 123

    - Others 36.53 66

    Consumption of stores and spares 41.84 20

    Research and development 0.95

    Bank charges and commission 31.12 14

    Printing and stationery 10.58 13

    Communication costs 127.08 76

    Legal and professional fees 525.75 884

    Rates and taxes 234.60 210

    Directors sitting fees 3.17 4

    Vehicle maintenance 43.11

    Donation 0.04

    Loss on discarded of xed assets 3.49

    Bad debt written off 7

    Advertisement and publicity 423.79 2,219

    Sales promotion and schemes 2,911.69 3,318

    Freight, handling and forwarding charges 2,131.96 2,076

    Travelling and conveyance 556.50 413

    Brokerage on sales 369.68 389

    Royalty 421.28 770

    Miscellaneous expenses 416.98 401

    9,417.19 12,125

    NOTE 22

    INTEREST AND FINANCE CHARGES

    Interest expense 1,737.56 1,696

    Other borrowing cost 220.60

    1,958.16 1,696

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    NOTE 23EMPLOYEE BENEFIT

    As per Accounting Standard 15 (Revised 2005) Employee Benets the disclosures of employee benets as dened in the AccounStandard are given below:

    `In La

    January 1, 2011 toMarch 31, 2012

    January 1, 2010December 31, 20

    (15 Months) (12 Months)

    Employers contribution to Provident Fund 94.50 73

    As per the Companys leave policy all the leave entitlement needs to be utilised in the same calendar year. The leave balancesnot get encashed or carry forward to the next year and hence no actuarial liability has been considered as at the year end.

    Gratuity:Reconciliation of opening and closing balances of dened benet plan:

    As atMarch 31, 2012

    As atDecember 31, 20

    Opening Dened Benet obligation 160.82 148

    Current service cost 25.51 21

    Interest costs 16.69 11

    Actuarial (gain)/loss 50.44 29

    Benets paid (120.36) (51.

    Closing Dened Benet obligation 133.10 160

    Reconciliation of opening and closing balances of fair value of plan assets:

    Ope