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ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

BOARD OF DIRECTORS RAGHU MODY CHAIRMAN<br />

VARUNN MODY<br />

DIRECTOR<br />

ATUL TANDAN<br />

DIRECTOR<br />

LT. GEN. (RETD.) K. S. BRAR DIRECTOR (upto 18 th May, 20<strong>12</strong>)<br />

SHAMSUNDER AGGARWAL DIRECTOR<br />

SANJAY KOTHARI DIRECTOR (w.e.f. 5 th August, <strong>2011</strong>)<br />

BANKERS<br />

AUDITORS<br />

CANARA BANK<br />

BANK OF INDIA<br />

CORPORATION BANK<br />

HARIBHAKTI & CO<br />

CHARTERED ACCOUNTANTS<br />

MUMBAI - 400 059<br />

SOLICITORS<br />

KHAITAN & CO.<br />

REGISTERED OFFICE:<br />

RASOI COURT,<br />

20, SIR R.N. MUKHERJEE ROAD,<br />

KOLKATA - 700 001.<br />

PHONE : (033) 22480114/5<br />

FAX : (033) 2248 <strong>12</strong>00<br />

Website : www.jlmorison.in<br />

HEAD OFFICE<br />

“CRYSTAL”<br />

79, DR. ANNIE BESANT ROAD, WORLI,<br />

MUMBAI - 400 018.<br />

BRANCHES<br />

MUMBAI<br />

KOLKATA<br />

NEW DELHI<br />

CHENNAI<br />

WORKS<br />

E-95/1, MIDC, WALUJ, NEAR SIEMENS FACTORY,<br />

WALUJ, AURANAGABAD - 431 136.<br />

MAHARASHTRA.<br />

77 th <strong>Annual</strong> General Meeting of the Company will be held<br />

on Thursday, the 13 th day of September, 20<strong>12</strong> at 11.00 a.m. at<br />

Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017.<br />

CONTENTS<br />

Page No.<br />

Notice 2<br />

Directors’ <strong>Report</strong> 7<br />

<strong>Report</strong> on Corporate Governance <strong>12</strong><br />

Management Discussion and Analysis 20<br />

Auditors’ <strong>Report</strong> 21<br />

Balance Sheet 24<br />

Statement of Profit and Loss 25<br />

Cash Flow Statement 26<br />

Notes on Financial Statement 27<br />

1


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

NOTICE<br />

2<br />

J L MORISON<br />

NOTICE is hereby given that the 77 th <strong>Annual</strong> General Meeting of the members of J. L. Morison (India) Limited will be held on<br />

Thursday, the 13 th day of September, 20<strong>12</strong> at 11.00 a.m. at Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017 to transact the<br />

following businesses:<br />

ORDINARY BUSINESS<br />

1. To receive, consider and adopt the Audited Balance Sheet as at 31 st March, 20<strong>12</strong> and the Statement of Profit and Loss for the<br />

year ended on that date and the <strong>Report</strong>s of the Directors’ and the Auditors’ thereon.<br />

2. To declare dividend for the financial year ended on 31 st March, 20<strong>12</strong>.<br />

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

4. To appoint a Director in the place of Mr. Shamsunder Aggarwal, who retires by rotation and being eligible, offers himself for<br />

re-appointment.<br />

5. To re-appoint the Statutory Auditors of the Company to hold office from the conclusion of this <strong>Annual</strong> General Meeting up to the<br />

conclusion of the next <strong>Annual</strong> General Meeting and to authorise the Board of Directors to fix their remuneration.<br />

SPECIAL BUSINESS<br />

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

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

August, <strong>2011</strong> in accordance with the provisions of Article No.117 of the Articles of Association of the Company and as per the<br />

provisions of Section 260 of the Companies Act, 1956 holds office upto the date of this <strong>Annual</strong> General Meeting and in respect<br />

of whom the Company has received a notice along with requisite deposit under Section 257 of the Companies Act, 1956<br />

proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, who shall be<br />

liable to retire by rotation.”<br />

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

“RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 387 and Schedule XIII and all other applicable<br />

provisions of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof for the time being in<br />

force), the appointment of Mr. Sohan Sarda, General Manager - Finance of the Company as Manager under the Companies<br />

Act, 1956 for a period of 5 (five) years w.e.f. 1 st April, 20<strong>12</strong> be and is hereby approved and the following terms and conditions<br />

with respect to remuneration payable to him be and are hereby approved for a period of 3 (three) years with effect from that<br />

date:<br />

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

(b)<br />

Sl.No. Particulars Amount(`)<br />

1. Salary 1,25,000<br />

2. House Maintenance Allowance 20,000<br />

3. Education Allowance 1,083<br />

4. Leave Travel Allowance 7,000<br />

5. Other Reimbursable Allowance 39,000<br />

Total 1,92,083<br />

Others:<br />

1. Provident Fund: Company’s contribution to Provident Fund will not exceed <strong>12</strong>% of the salary.<br />

2. Gratuity: Gratuity will be paid as per Company’s normal rules.<br />

3. Car : Company’s car will be provided for office use.<br />

4. Conveyance/Travelling : At actuals<br />

5. Medical expenses: For him and his family members as follows:<br />

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


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

b. Accident Insurance for him – upto ` 2 Lacs p.a. (at actual);<br />

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

d. Reimbursement of spectacles – upto ` 15,000/- p.a. (at actual);<br />

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

6. Mr. Sohan Sarda will be entitled to leave as per the rules of the Company as are applicable to other staff members<br />

of his category.<br />

7. Leave encashment will be provided as per the rules of the Company and encashment of such leave at the end of<br />

the tenure of service shall not be included in the <strong>com</strong>putation of ceiling of remuneration or perquisites as aforesaid.<br />

8. Club Membership – Cost of membership of one club in Mumbai.<br />

RESOLVED FURTHER THAT Mr. Sohan Sarda shall be entitled for such annual increments, during his tenure as Manager, as<br />

may be re<strong>com</strong>mended by the Remuneration Committee and approved by the Board of Directors of the Company; however,<br />

such increment shall be limited to 25% of total cost to the Company each year.<br />

RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year of the Company during the<br />

tenure of Mr. Sohan Sarda as Manager of the Company, the remuneration as provided here-in-above shall be payable as<br />

minimum remuneration to him.<br />

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take all actions and do all<br />

such deeds, matters and things, as may be required from time to time to give effect to the above resolution.”<br />

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

“RESOLVED THAT pursuant to the provisions of Section 314 and all other applicable provisions, if any, of the Companies Act,<br />

1956 (including any statutory modification(s) or re-enactment thereof for the time being in force), the appointment of<br />

Mrs. Sakshi Mody, a relative of Mr. Raghu Mody and Mr. Varunn Mody, Directors of the Company, as a General Manager –<br />

Corporate with effect from 1 st April, 20<strong>12</strong> on the following remuneration be and is hereby approved.<br />

1. Salary : ` <strong>12</strong>,00,000/- p.a.<br />

2. Perquisites : ` 1,80,000/- p.a. (Rent free ac<strong>com</strong>modation)<br />

RESOLVED FURTHER THAT the Board of Director of the Company be and is hereby authorised to take all such actions and<br />

do all such deeds, matters and things, as may be required from time to time to give effect to the above resolution”.<br />

By Order of the Board of Directors<br />

Place : Mumbai<br />

Varunn Mody<br />

Date : 18 th May, 20<strong>12</strong> Director<br />

Registered Office:<br />

Rasoi Court,<br />

20, Sir R. N. Mukherjee Road,<br />

Kolkata 700 001<br />

3


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

NOTES:<br />

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXY TO<br />

ATTEND AND VOTE, IN CASE OF POLL ONLY, INSTEAD OF HIMSELF/ HERSELF AND THE PROXY NEED NOT BE A<br />

MEMBER OF THE COMPANY. THE PROXY FORM, IN ORDER TO BE EFFECTIVE, SHOULD BE DEPOSITED AT THE<br />

REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE<br />

MEETING.<br />

2. Brief resume of the Directors proposed to be appointed/re-appointed at the ensuing <strong>Annual</strong> General Meeting in terms of<br />

clause 49 of the Listing Agreement is annexed to the Notice.<br />

3. Shareholders are requested to forward all Share Transfers and any other <strong>com</strong>munications to the Registrar & Share Transfer<br />

Agents (RTA) of the Company and are further requested to always quote their Folio Number in all correspondences with the<br />

Company.<br />

4. (a) Register of Members and the Share Transfer Books of the Company will remain closed from Monday,<br />

10 th September, 20<strong>12</strong> to Thursday, 13 th September, 20<strong>12</strong> (both days inclusive) for determining the name of members<br />

eligible for dividend on Equity Shares, if approved by the shareholders at the ensuing <strong>Annual</strong> General Meeting.<br />

(b) The dividend on Equity Shares, if declared at the <strong>Annual</strong> General Meeting, will be credited / dispatched between<br />

21 st September, 20<strong>12</strong> and 25 th September, 20<strong>12</strong> to those members whose names shall appear on the Company’s Register<br />

of Members on 13 th September, 20<strong>12</strong>; in respect of the shares held in dematerialized form, the dividend will be paid to<br />

members whose names are furnished by National Securities Depository Limited and Central Depository Services (India)<br />

Limited as beneficial owners as on that date.<br />

5. The unclaimed dividend up to the financial year 2003-04 has been transferred to the Investor Education and Protection Fund<br />

(IEPF) as required under section 205-A and 205-C of the Companies Act, 1956. The Balance amount lying in unpaid Dividend<br />

Account for the financial year 2004-05 is due for transfer to the Investor Education and Protection Fund administered by the<br />

Central Government during the month of October, 20<strong>12</strong>. The shareholders whose dividend remained unclaimed for the aforesaid<br />

financial year and following financial years are requested to claim it immediately from the Company. Further, the Shareholders<br />

are requested to note that no claim shall lie against the said fund or the Company in respect of any amounts which remained<br />

unclaimed for a period of seven years from the date that these became first due for payment and no payment shall be made<br />

in respect of any such claim.<br />

6. Shareholders seeking information on accounts are kindly requested to furnish their queries to the Company at least ten days<br />

before the date of the meeting so that the information required may be made readily available at the meeting.<br />

7. Shareholders are requested to bring their Attendance Slip along with their copy of <strong>Annual</strong> <strong>Report</strong> to the Meeting.<br />

8. Members who hold the shares in dematerialized form are requested to bring their client ID and DPID for easier identification<br />

of attendance at the meeting.<br />

9. The shareholders holding shares in identical order of names in more than one folio are requested to write to the Company/RTA<br />

enclosing their Share Certificates to enable the Company to consolidate their holdings in one folio for better service.<br />

10. Members holding shares in physical form are requested to notify immediately any change in their address or bank mandates<br />

to the Company / Registrar and Share Transfer Agents quoting their Folio Number. Members holding shares in the electronic<br />

form may update such details with their respective Depository Participants.<br />

By Order of the Board of Directors<br />

Place : Mumbai<br />

Varunn Mody<br />

Date : 18 th May, 20<strong>12</strong> Director<br />

Registered Office:<br />

Rasoi Court,<br />

20, Sir R. N. Mukherjee Road,<br />

Kolkata 700 001<br />

4


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

5<br />

J L MORISON<br />

Details as required under clause 49(IV)(G) of the Listing Agreement of Directors seeking appointment/re-appointment at<br />

ensuing AGM:<br />

1. Mr. Raghu Mody, aged 73 years, is graduate from Cambridge University. He has over 40 years of experience as a leading<br />

industrialist.<br />

He is also director in Rasoi Ltd., Hindustan Composites Ltd., The West Coast Paper Mills Ltd., Prabhukripa Overseas Ltd. and<br />

Rasoi Express Pvt. Ltd. He is Executive Committee Member of Automotive Components Manufacturing Association of India<br />

(ACMA). Mr. Mody has been president of ASSOCHAM, Indo-American Chamber of Commerce & Industry of India, Indo<br />

American Chamber of Commerce & Industry and Indian Vanaspati Producers Association. He was also Chairman of Indo-<br />

Italian Chambers of Commerce & Industry and Asbestos Information Centre.<br />

He is a member of Audit Committee in Hindustan Composites Ltd and Rasoi Ltd. and also is a member of Share Transfer<br />

Committee of the Company.<br />

As on 31 st March, 20<strong>12</strong>, Mr. Raghu Mody holds 250 Equity Shares of the Company.<br />

2. Mr. Shamsunder Aggarwal, aged 75 years, is graduate in Business Management from New York University. He has rich<br />

experience in Service Industry. He was pioneer to establish Diners Club Credit Card business. Mr. Aggarwal is on the Governing<br />

Board of Lala Lajpatrai College of Commerce, Mumbai.<br />

Mr. Aggarwal is also director in DBS Corporate Services Pvt. Ltd., DBS Financial Services Pvt. Ltd., DBS Internet Services<br />

Pvt. Ltd., Copper Rollers Pvt. Ltd. and Global Offshore Services Limited. He is an Executive Committee member of Indo-<br />

American Chamber of Commerce. He is also a member of Remuneration Committee of the Company.<br />

As on 31 st March, 20<strong>12</strong>, Mr. Shamsunder Aggarwal does not hold any shares in the Company.<br />

3. Mr. Sanjay Kothari, aged 49 years, is a Chartered Accountant, Cost Accountant and Company Secretary and has also done<br />

Diploma in Business Finance. He has 25 years of experience in Finance & Taxation.<br />

He is also director in Chartered Finance & Leasing Ltd., Fortune Equity Brokers (India) Ltd., Fortune Financial Services (India)<br />

Ltd., Sound Capital Markets Ltd. and The West Coast Paper Mills Ltd. He is a member of Audit Committee in Fortune Financial<br />

Services (India) Ltd., The West Coast Papers Mills Ltd. and of the Company and is also a member of Remuneration Committee<br />

of Fortune Financial Services (India) Ltd. and The West Coast Papers Mills Ltd.<br />

As on 31 st March, 20<strong>12</strong>, Mr. Sanjay Kothari does not hold any shares in the Company.<br />

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956<br />

Item No. 6<br />

Mr. Sanjay Kothari was appointed as an Additional Director of the Company w.e.f. 5 th August, <strong>2011</strong>. Mr. Sanjay Kothari, aged 49<br />

years, is a Chartered Accountant, Cost Accountant and Company Secretary and has also done Diploma in Business Finance. He<br />

has 25 years of experience in Finance & Taxation.<br />

Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. Sanjay Kothari holds office as such upto the date of this<br />

<strong>Annual</strong> General Meeting. The Company has received a notice along with requisite deposit under Section 257 of the Companies Act,<br />

1956 proposing his candidature for the office of Director.<br />

The Board re<strong>com</strong>mends passing of the Ordinary Resolution as set out at item no. 6 of the Notice.<br />

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

Item No. 7<br />

Mr. Sohan Sarda, General Manager – Finance of the Company has been associated with the Company since 2005. He is a member<br />

of the Institute of Chartered Accountants of India and has <strong>com</strong>pleted Company Secretary course and possesses vast knowledge<br />

and experience in the field of Accounts, Taxation, Finance and General Administration. The Board of Directors of the Company has<br />

appointed him as Manager of the Company under the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement<br />

for a period of 5 (five) years with effect from 1 st April, 20<strong>12</strong>, subject to approval of the members in their General Meeting. The<br />

approval of members is being sought for appointment of Mr. Sohan Sarda as Manager for a period of 5 (five) years and payment of<br />

remuneration to him for a period of 3 (three) years as set out at Resolution no. 7


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

The details as required under proviso (iv) to Clause B of Part II of Schedule XIII to the Companies Act, 1956, are given<br />

below:<br />

I General Information<br />

(1) Nature of industry The Company is engaged in the business of marketing and<br />

distribution of personal care, life style and FMCG products.<br />

(2) Date or expected date of <strong>com</strong>mencement of The <strong>com</strong>pany is an existing <strong>com</strong>pany and is in operation since<br />

<strong>com</strong>mercial production 1934.<br />

(3) In case of new <strong>com</strong>panies, expected date of N.A.<br />

<strong>com</strong>mencement of activities as per project approved<br />

by the financial institutions appearing in the prospectus<br />

(4) Financial performance based on given indicators EPS : ` 0.71 / Return on networth : 0.14%<br />

(5) Export performance and net foreign exchange Nil<br />

collaborations<br />

(6) Foreign investments or collaborators, if any Nil<br />

II Information about the appointee<br />

(1) Background details Mr. Sohan Sarda is a fellow member of the Institute of Chartered<br />

Accountants of India and also <strong>com</strong>pleted Company Secretary<br />

course. He is associated with the <strong>com</strong>pany since 2005 and<br />

handling finance, accounts, secretarial, banking, <strong>com</strong>mercial,<br />

taxation and General administration.<br />

(2) Past Remuneration ` 20 Lacs p.a. (Approx.)<br />

(3) Recognisation or awards Mr. Sohan Sarda is having good experience in the industry in<br />

which the <strong>com</strong>pany operates.<br />

(4) Job profile and his suitability Being a professional (CA & CS) and having experience with<br />

<strong>com</strong>pany will be able to discharge his responsibilities.<br />

(5) Remuneration proposed ` 25 Lacs per annum (approx.)<br />

(6) Comparative remuneration profile with respect to At par with the industry standards in which the Company<br />

industry<br />

operates.<br />

(7) Pecuniary relationship directly or indirectly with the No relationalship with any promoter, directors or managerial<br />

<strong>com</strong>pany, or relationship with the managerial<br />

personnel.<br />

personnel, if any<br />

III Other information<br />

(1) Reasons of loss or inadequate profits Due to unfavorable market conditions, the <strong>com</strong>pany could not<br />

achieve high levels of profits.<br />

(2) Steps taken or proposed to be taken for improvement The Company hopes increase in revenue and profit margins in<br />

and expected increase in productivity and profits in <strong>com</strong>ing years with the signing of new partnerships and<br />

measurable terms<br />

introduction of new range of products.<br />

The Board re<strong>com</strong>mends passing of the Special Resolution as set out at item no. 7 of the Notice.<br />

None of the directors of the Company are concerned or interested in the said resolution.<br />

Item No. 8<br />

The Board of Directors of the Company appointed Mrs. Sakshi Mody, a relative of Mr. Raghu Mody and Mr. Varunn Mody, Directors of<br />

the Company as General Manager – Corporate w.e.f. 1 st April, 20<strong>12</strong>. She is an MBA by qualification and possesses diversified knowledge<br />

and experience in different areas of business.<br />

As per the provisions of section 314(1)(b) of the Companies Act, 1956, the approval of members is required in case of the appointment<br />

of any relative of director(s) holding any office or place of profit, if remuneration exceeds ` 50,000/- per month.<br />

The approval of members is being sought for appointment of Mrs. Sakshi Mody made as General Manager – Corporate and payment<br />

of remuneration to her as set out at Resolution No. 8 of the Notice.<br />

The Board re<strong>com</strong>mends passing of the Special Resolution as set out at item no. 8.<br />

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

By Order of the Board of Directors<br />

Place: Mumbai<br />

Varunn Mody<br />

Date : 18 th May, 20<strong>12</strong> Director<br />

6


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

DIRECTORS’ REPORT<br />

To<br />

The Members<br />

J. L. Morison (India) Limited<br />

Your Directors’ have great pleasure in presenting the 77 th <strong>Annual</strong><br />

<strong>Report</strong> and Statement of Accounts of the Company for the<br />

financial year ended on 31 st March, 20<strong>12</strong>.<br />

Financial highlights<br />

(` in Lacs)<br />

Sr. No. Particulars <strong>2011</strong>-<strong>12</strong> 2010-11<br />

1 Total Revenue (Net) 10,741.67 10,149.43<br />

2 Profit before finance cost,<br />

depreciation and amortisation<br />

expenses & tax 235.21 241.71<br />

3 Finance cost <strong>12</strong>1.59 150.16<br />

4 Depreciation and amortisation<br />

expenses 83.70 83.31<br />

5 Profit before exceptional items<br />

and tax 29.92 8.24<br />

6 Provision for Tax 20.27 7.41<br />

7 Profit after Tax 9.65 0.83<br />

8 Balance of profit as per last<br />

Balance Sheet 40.26 55.29<br />

9 Proposed dividend 13.65 13.65<br />

10 Dividend Tax 2.21 2.21<br />

11 Transfer to General Reserve - -<br />

<strong>12</strong> Transfer to Statement of<br />

Profit and Loss 34.05 40.26<br />

Dividend<br />

Considering the financial position of the Company, your Directors<br />

re<strong>com</strong>mend a dividend of ` 1/- (10%) per share (Previous year –<br />

` 1/- (10%) per share).<br />

Performance<br />

The year under review, was a year of consolidation and growth<br />

for the Company. The strategy adopted last year of different<br />

division focused on different set of consumer’s need, has paid<br />

dividend and with clear focus on the expanded portfolio has<br />

proved to be a good exercise which resulted into increase in<br />

turnover growth as <strong>com</strong>pared to previous year’s level.<br />

The Company has forayed in developing own brands for a long<br />

term sustenance and growth. The Company introduced air<br />

fresheners, under its Life Style Division with the brand name<br />

Seasons which <strong>com</strong>es in five fragrances viz. Sandalwood, Lime,<br />

Jasmine, Lavender and Rose. The initial market response is<br />

encouraging for this brand.<br />

J L MORISON<br />

Life Style Division also introduced F5 “Male and Female<br />

Deodorant Body Spray”. It <strong>com</strong>es in 3 variants for Male viz. Ctrl,<br />

Enter and Insert and 3 variants for Female viz. Shift, Home and<br />

Esc.<br />

Life Style Division also extended the portfolio of Coty by launching<br />

London Variant and planning to launch Berlin and VIP in the Indian<br />

Market. This will strengthen the brands presence and help JLM<br />

in growth.<br />

Moreover, JLM also successfully launched Bigen Men’s Speedy<br />

and Bigen Men’s Beard which received a good response from<br />

the market. The <strong>com</strong>ing year Hoyu has plans to invest in brand<br />

building which will ensure growth for the brand as well as JLM.<br />

Zero Gravity which was extended into personal care and grooming<br />

products last year was revamped this year and has been launched<br />

in a new Avatar. It has got a positive review from the market and<br />

got good response from Modern Trade outlets.<br />

JLM's Own Brand Division has focused on developing Baby range<br />

products especially catering in the age group of 0-3 years. It has<br />

re-grouped into 3 sub-categories viz.:<br />

1. BABY NEEDS: Regular Feeder, Designer Feeder, Mini<br />

Feeder, Spoon Feeder, Royal Feeder, Wide Mouth Feeder<br />

and Softie Teats Range.<br />

2. MASTI TIME: Cool Buddy, Tooth Buddy, Poochie Cup,<br />

Sippe Cup, Softie Sippie Cup, Soft Touch Powder Puff and<br />

Baby on Board.<br />

3. HEALTH AND HYGIENE: Sparkle Feeder, Nipple Cleaning<br />

Brush, Comb, Baby Soap and Soothing Talc.<br />

During the year the sales of EMOFORM – the toothpaste for<br />

sensitive teeth and gum care recorded a good growth. This<br />

division has further extended to cater the need of dentist<br />

requirement by introducing own brands which includes Dental<br />

consumables and an innovative tooth whitening pen “Morison<br />

Happy Smile”. Dentists have accepted this product with open<br />

arms and have appreciated the positive contribution for dentists<br />

by introducing such innovative products.<br />

Public Deposits<br />

During the year ended 31 st March, 20<strong>12</strong>, the Company has not<br />

accepted or renewed any public deposits within the meaning of<br />

section 58 A and 58 AA of the Companies Act, 1956 and rules<br />

framed there under.<br />

Cost Audit<br />

The Company has made an application to the Central<br />

Government for seeking exemption from appointment of cost<br />

auditor for the financial years 2009-10, 2010-11 and <strong>2011</strong>-<strong>12</strong> and<br />

same has been approved by the the Central Government.<br />

7


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

Particulars of Conservation of Energy, Technology<br />

Absorption and Foreign Exchange Earnings and Outgo<br />

In view of the nature of business activities currently being carried<br />

out by the Company, your Directors have nothing to report as<br />

required under the Companies (Disclosure of Particulars in the<br />

<strong>Report</strong> of Board of Directors) Rules, 1988 with respect to<br />

Conservation of Energy and Technology Absorption.<br />

During the Financial year <strong>2011</strong>-<strong>12</strong>, total foreign exchange used<br />

and earned was ` 4322.66 Lacs (previous year ` 4,547.17 Lacs)<br />

and ` nil (previous year ` 163.20 Lacs) respectively.<br />

Particulars of Employees<br />

During the year under review, there were no employees in respect<br />

of whom information under section 217(2A) of the Companies<br />

Act, 1956 is required to be given in the Directors’ <strong>Report</strong>.<br />

Directors<br />

Mr. Sanjay Kothari was appointed as an Additional Director of<br />

the Company by the Board w.e.f. 5 th August, <strong>2011</strong> and pursuant<br />

to the provisions of Section 260 of the Companies Act, 1956<br />

holds office upto the date of ensuing <strong>Annual</strong> General Meeting of<br />

the Company. The Company has received a notice under section<br />

257 of the Companies Act, 1956 in writing alongwith necessary<br />

deposit, proposing his candidature for the office of Director of<br />

the Company.<br />

Mr. Raghu Mody and Mr. Shamsunder Aggarwal, Directors of<br />

the Company retire by rotation and being eligible, offer themselves<br />

for re-appointment.<br />

Your Directors re<strong>com</strong>mend the appointment of Mr. Sanjay Kothari<br />

and reappointment of Mr. Raghu Mody and Mr. Shamsunder<br />

Aggarwal as Directors of the Company at the ensuing <strong>Annual</strong><br />

General Meeting of the Company.<br />

Auditors<br />

M/s. Haribhakti & Co., Chartered Accountants, Mumbai, the<br />

Statutory Auditors of your Company hold office as such upto the<br />

conclusion of the ensuing <strong>Annual</strong> General Meeting and being<br />

eligible, offer themselves for re-appointment. They have also<br />

confirmed that their re-appointment, if made, will be in accordance<br />

with the provision of section 224 (1B) of the Companies Act, 1956.<br />

Your Directors re<strong>com</strong>mend the re-appointment of M/s. Haribhakti<br />

& Co., Chartered Accountants, as Statutory Auditors of the<br />

Company to hold office as such from the conclusion of ensuing<br />

<strong>Annual</strong> General Meeting till the conclusion of next <strong>Annual</strong> General<br />

Meeting and to audit financial accounts of the Company for the<br />

financial year 20<strong>12</strong> - 13.<br />

Secretarial Compliance Certificate<br />

J L MORISON<br />

As required under the provisions of section 383A of the<br />

Companies Act, 1956, Secretarial Compliance Certificate<br />

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

Company Secretaries, Mumbai for the financial year <strong>2011</strong>-<strong>12</strong> is<br />

annexed herewith and forms part of this <strong>Annual</strong> <strong>Report</strong>.<br />

Corporate Governance<br />

As required under Clause 49 of the Listing Agreement entered<br />

into with various stock exchanges, Management Discussion &<br />

Analysis <strong>Report</strong> and Corporate Governance <strong>Report</strong> are annexed<br />

herewith and form part of this <strong>Report</strong>.<br />

Directors’ Responsibility Statement<br />

In accordance with the provisions of section 217(2AA) of the<br />

Companies Act, 1956 and on the basis of the information placed<br />

on record, the Directors of the Company would like to state that:<br />

I. the applicable accounting standards have been followed<br />

and whenever required, proper explanations relating to<br />

material departures have been given;<br />

II.<br />

III.<br />

IV.<br />

the directors have selected such accounting policies and<br />

applied them consistently and made judgments and<br />

estimates that are reasonable and prudent so as to give a<br />

true and fair view of the state of affairs of the Company as<br />

at 31 st March, 20<strong>12</strong> and of the Profit of the Company for<br />

the year ended on that date;<br />

proper and sufficient care has been taken for the<br />

maintenance of adequate accounting records in accordance<br />

with the provisions of the Act for safeguarding the assets<br />

of the Company and for preventing and detecting fraud and<br />

other irregularities;<br />

the Accounts have been prepared on a going concern basis.<br />

Acknowledgement<br />

Your Directors acknowledge the support given by the<br />

Shareholders, Bankers, Trade Partners and Employees and look<br />

forward for their continued support.<br />

For and on behalf of the Board of Directors<br />

Place : Mumbai<br />

Raghu Mody<br />

Date : 18 th May, 20<strong>12</strong> Chairman<br />

Stock Exchanges<br />

The Company’s shares are listed at BSE Limited, The Calcutta<br />

Stock Exchange Association Limited and the Bangalore Stock<br />

Exchange and the <strong>Annual</strong> Listing Fees for the year 20<strong>12</strong> - 13<br />

has been paid to all the stock exchanges.<br />

8


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

Form<br />

[See Rule 3]<br />

Compliance Certificate<br />

Authorised Share Capital : ` 3,00,00,000/-<br />

Company Registration No.: L51109WB1934PLC088167<br />

To,<br />

The Members,<br />

J. L. Morison (India) Limited<br />

20, Rasoi Court,<br />

Sir R. N. Mukherjee Road,<br />

Kolkata – 700 001<br />

We have examined the registers, records, books and papers of<br />

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

to be maintained under the Companies Act, 1956 (the Act) and<br />

the rules made there under and also the provisions contained in<br />

the Memorandum and Articles of Association of the Company for<br />

the financial year ended on 31 st March, 20<strong>12</strong> (financial year).<br />

In our opinion and according to the examination carried out by<br />

us and explanations furnished to us by the Company, its officers<br />

and agents, and to the best of our knowledge and belief, we<br />

certify that in respect of the aforesaid financial year:<br />

1. The Company has kept and maintained the registers as<br />

stated in Annexure ‘A’ to this certificate as per the<br />

provisions of the Companies Act, 1956 and the rules made<br />

thereunder and entries therein have been duly recorded.<br />

2. The Company has duly filed the forms and returns as stated<br />

in Annexure ‘B’ to this certificate with the Registrar of<br />

Companies, West Bengal, Kolkata under the Act and rules<br />

made there under. The Company was not required to file<br />

any documents and returns with the Regional Director or<br />

Company Law Board or Central Government or any other<br />

authorities during the financial year.<br />

3. The Company being a Public Limited Company, the<br />

restrictive provisions of Section 3(1)(iii) of the Act are not<br />

applicable. As on 31 st March, 20<strong>12</strong>, the paid up capital of<br />

the Company was ` 1,36,50,340/- (Rupees One Crore Thirty<br />

Six Lacs Fifty Thousand Three Hundred Forty Only).<br />

4. The Board of Directors duly met 6 (six) times on 25 th May,<br />

<strong>2011</strong>, 5 th August, <strong>2011</strong>, 10 th August, <strong>2011</strong>, 8 th November,<br />

<strong>2011</strong>, 10 th Feburary, 20<strong>12</strong> and 31 st March, 20<strong>12</strong> and as per<br />

information and explanation given by the management,<br />

proper notices were given and the proceedings were<br />

properly recorded in the Minutes Book maintained for the<br />

purpose. No circular resolution was passed by the Company<br />

during the financial year.<br />

5. The Company closed its Register of Members from<br />

1 st August, <strong>2011</strong> to 5 th August, <strong>2011</strong> (both days inclusive)<br />

and necessary <strong>com</strong>pliance of Section 154 of the Act has<br />

been made.<br />

6. The <strong>Annual</strong> General Meeting for the financial year ended<br />

on 31 st March, <strong>2011</strong> was held on 5 th August, <strong>2011</strong> and as<br />

J L MORISON<br />

per information and explanation given by the management,<br />

the Company has given adequate notice to the members<br />

of the Company and the resolutions passed thereat were<br />

duly recorded and signed in the Minutes Book maintained<br />

for that purpose.<br />

7. No Extra - Ordinary General Meeting was held during the<br />

financial year.<br />

8. The Company has not advanced any loans to its directors<br />

or persons or firms or <strong>com</strong>panies referred to under Section<br />

295 of the Act.<br />

9. The Company has not entered into any contracts falling<br />

within the purview of Section 297 of the Act.<br />

10. The Company has made necessary entries in the register<br />

maintained under Section 301 of the Act.<br />

11. The Company has appointed Mrs. Sakshi Mody, a relative<br />

of Directors of the Company as General Manager -<br />

Corporate w.e.f. 1 st April, 20<strong>12</strong> after taking approval of the<br />

Board of Directors and approval of the shareholders will be<br />

sought in the ensuing <strong>Annual</strong> General Meeting of the<br />

Company as required under Section 314 of the Companies<br />

Act, 1956. The Company was not required to take any<br />

approval from the Central Government.<br />

<strong>12</strong>. The duly constituted Committee has approved the issue of<br />

duplicate share certificates.<br />

13. The Company :<br />

(i) has delivered all the share certificates on lodgement<br />

thereof for transfer / transmission or for any other<br />

purpose in accordance with the provisions of the Act;<br />

(ii) has deposited the amount of dividend declared at the<br />

<strong>Annual</strong> General Meeting held on 5 th August, <strong>2011</strong> into<br />

a separate Bank account on 10 th August, <strong>2011</strong>, which<br />

was within five days from the date of declaration of<br />

such dividend;<br />

(iii) has posted warrants / given credit through NECS for<br />

dividend to all members within a period of 30 (thirty)<br />

days from the date of declaration and that all<br />

unclaimed / unpaid dividend has been transferred to<br />

Un-paid Dividend Account of the Company held with<br />

Kotak Mahindra Bank Limited, Mumbai;<br />

(iv) pursuant to the provisions of section 205C of the<br />

Companies Act, 1956, unclaimed dividend for the<br />

financial year ended on 31 st March, 2004, which<br />

remained unclaimed or unpaid for a period of seven<br />

years has been transferred to Investor Education and<br />

Protection Fund;<br />

(v) has duly <strong>com</strong>plied with the requirements of section<br />

217 of the Act.<br />

14. The Board of Directors of the Company is duly constituted.<br />

The appointment of Mr. Sanjay Kothari as an additional director<br />

and re-appointment of directors retiring by rotation was duly<br />

made. There was no appointment of alternate director or<br />

directors to fill casual vacancy during the financial year.<br />

9


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

15. The appointment of Mr. Sohan Sarda as the Manager of<br />

the Company w.e.f. 1 st April, 20<strong>12</strong> was made in <strong>com</strong>pliance<br />

with the provisions of section 269 read with Schedule XIII<br />

of the Companies Act, 1956.<br />

16. The Company has not appointed any sole selling agent<br />

during the financial year.<br />

17. The Company was not required to obtain any approvals<br />

from Central Government, Company Law Board, Regional<br />

Director, Registrar and / or such authorities prescribed under<br />

the various provisions of the Act during the financial year.<br />

18. The Directors have disclosed their interest in other firms /<br />

Companies to the Board of Directors pursuant to the<br />

provisions of the Act and the rules made thereunder.<br />

19. The Company has not issued shares / debentures / other<br />

securities during the financial year.<br />

20. The Company has not bought back any shares during the<br />

financial year.<br />

21. There was no redemption of preference shares or<br />

debentures during the financial year.<br />

22. There were no transactions necessitating the Company to<br />

keep in abeyance the rights to dividend, rights shares and<br />

bonus shares pending registration of transfer of shares.<br />

23. The Company has not invited / accepted any deposits<br />

including any unsecured loans during the financial year<br />

which is falling within the purview of Section 58A read with<br />

the Companies (Acceptance of Deposit) Rules, 1975 / the<br />

applicable directions issued by the Reserve Bank of India /<br />

any other authorities.<br />

24. The amount borrowed by the Company during the financial<br />

year under review was within the limits prescribed under<br />

Section 293(1)(d) of the Act.<br />

25. The Company has made loans and advances to other<br />

bodies corporate in <strong>com</strong>pliance with the provisions of the<br />

Act and has made necessary entries in the register kept<br />

for that purpose.<br />

26. The Company has not altered the provisions of the<br />

Memorandum with respect to situation of its registered office<br />

during the financial year.<br />

27. The Company has not altered the provisions of the<br />

Memorandum with respect to its objects during the financial<br />

year.<br />

28. The Company has not altered the provisions of the<br />

Memorandum with respect to its name during the financial<br />

year.<br />

29. The Company has not altered the provisions of the<br />

Memorandum with respect to its share capital during the<br />

financial year.<br />

30. The Company has altered its Articles of Association after<br />

obtaining approval of members in the <strong>Annual</strong> General<br />

Meeting held on 5 th August, <strong>2011</strong> and the amendments to<br />

the Articles of Association have been duly filed with the<br />

Registrar of Companies and has <strong>com</strong>plied with the<br />

provisions of the Act.<br />

J L MORISON<br />

31. There were no prosecution initiated against or show cause<br />

notices received by the Company and no fines or penalties<br />

or any other punishment was imposed on the Company<br />

during the financial year, for offences under the Act.<br />

32. The Company has not received any money as security from<br />

its employees during the financial year.<br />

33. The Company has deposited both employees’ and<br />

employer’s contribution to Provident Fund with prescribed<br />

authorities pursuant to Section 418 of the Companies Act.<br />

Place : Mumbai<br />

Date : 18 th May, 20<strong>12</strong><br />

For Manish Ghia & Associates<br />

Company Secretaries<br />

Manish L. Ghia<br />

Partner<br />

M. No. FCS 6252<br />

C. P. No.3531<br />

ANNEXURE “A”<br />

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

1) Register of Members under Section 150 of the Companies<br />

Act, 1956.<br />

2) Index of Members under Section 151 of the Companies<br />

Act, 1956.<br />

3) Register of Share Transfers / Transmission.<br />

4) Register and Returns under section 163 of the Companies<br />

Act, 1956 (including copies of all annual returns prepared<br />

under Section 159 & Section 160 of the Companies Act,<br />

1956)<br />

5) Register of Directors under section 303 of the Companies<br />

Act, 1956.<br />

6) Register of Contracts and Disclosure of Directors’ Interest<br />

under section 301 of the Companies Act, 1956.<br />

7) Register of Directors’ shareholdings under section 307 of<br />

the Companies Act, 1956.<br />

8) Minutes Book of the Meetings of Board of Directors,<br />

Committees of the Board and General Meetings under<br />

section 193 of the Companies Act, 1956.<br />

9) Register of Shareholders’ / Proxys’ Attendance.<br />

10) Register of Renewal, Split, Consolidation and Duplicate<br />

Share Certificates.<br />

11) Register of Charges under section 143 of the Companies<br />

Act, 1956.<br />

<strong>12</strong>) Register of Investments under section 372A of the<br />

Companies Act, 1956.<br />

13) Books of accounts under section 209 of the Companies<br />

Act, 1956.<br />

10


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

ANNEXURE “B”<br />

J L MORISON<br />

Forms, returns and applications filed by J. L. Morison (India) Limited during the financial year ended on 31 st March, 20<strong>12</strong>:<br />

A) With the Registrar of Companies, West Bengal, Kolkata:<br />

Sr. Form Relevant Description Date of filing Whether filed If delay in filing<br />

No. No. Section / within whether<br />

Rule prescribed requisite<br />

time additional fee<br />

Yes/No paid<br />

Yes / No / N.A.<br />

1. 66 383A Compliance Certificate under Section 383A 18 th August, <strong>2011</strong> Yes N.A.<br />

of the Companies Act, 1956 for the year<br />

ended on 31 st March, <strong>2011</strong>.<br />

2. 23AC 220 Schedule – VI ( <strong>Annual</strong> Accounts ) for the 1 st December, <strong>2011</strong> Yes N.A.<br />

XBRL& financial year ended 31 st March, <strong>2011</strong>.<br />

23ACA<br />

XBRL<br />

3. 32 303(2) Particulars of appointment of Mr. Sanjay 18 th August, <strong>2011</strong> Yes N.A.<br />

Kothari as an Additional Director of the<br />

Company w.e.f. 5 th August, <strong>2011</strong>.<br />

4. 23 192 Particulars of Special Resolution passed 3 rd September, <strong>2011</strong> Yes N.A.<br />

at the <strong>Annual</strong> General Meeting of the<br />

Company, held on 5 th August, <strong>2011</strong> for<br />

Alteration of Articles of Association of the<br />

Company.<br />

5. 20B 159 Schedule – V ( <strong>Annual</strong> Return ) as on the 30 th September, <strong>2011</strong> Yes N.A.<br />

date of <strong>Annual</strong> General Meeting i.e. 5 th<br />

August, <strong>2011</strong>.<br />

6. 23AA 209(1) Notice to RoC of the particulars of address 14 th February, 20<strong>12</strong> Yes N.A.<br />

at which books of accounts are maintained<br />

by the Company w.e.f. 10 th February, 20<strong>12</strong>.<br />

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

C) With the Office of the Central Government at New Delhi: Nil<br />

D) With any other Authorities as prescribed under the Act : Nil<br />

11


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

REPORT ON CORPORATE GOVERNANCE<br />

<strong>12</strong><br />

J L MORISON<br />

1. COMPANY’S PHILOSOPHY ON CODE OF CONDUCT<br />

The Company is <strong>com</strong>mitted to benchmarking itself with the best in all areas including Corporate Governance. The Company’s<br />

philosophy of Corporate Governance is aimed at strengthening the confidence among shareholders, customers, employees<br />

and ensuring a long term relationship of trust by maintaining transparency and disclosures. The Company believes in maintaining<br />

highest standards of quality and ethical conduct in all the activities.<br />

2. BOARD OF DIRECTORS<br />

a) Composition<br />

The Board of Directors provides strategic direction and thrust to the operations of the Company. As on 31 st March, 20<strong>12</strong>,<br />

the Board of Directors <strong>com</strong>prised of total six Directors, out of which four are Independent Directors and two are Non-<br />

Executive Non Independent Directors. The Company <strong>com</strong>plies with the norms prescribed under Clause 49 of the Listing<br />

Agreement for constitution of Board of Directors.<br />

None of the Independent Directors has any other material pecuniary relationship or transaction with the Company, its<br />

Promoters, its Directors, its senior management, which would affect their independence.<br />

Further, none of the Directors on the Board is a member of more than 10 Committees and Chairman in more than 5<br />

Committees, across all <strong>com</strong>panies in which they are director.<br />

b) Board Procedure<br />

The agenda is prepared in consultation with the Chairman of the Board and the Chairman of the other <strong>com</strong>mittees. The<br />

agenda for the meetings of the board and its <strong>com</strong>mittees, together with the appropriate supporting documents, are<br />

circulated well in advance of the meeting.<br />

Matters discussed at Board meeting generally relates to Company’s performance, quarterly results of the Company,<br />

review of the reports of the Internal Auditors, Audit Committee and <strong>com</strong>pliances with their re<strong>com</strong>mendations, suggestions,<br />

non <strong>com</strong>pliance of any regulatory, statutory or listing requirements etc.<br />

c) Attendance at the Board Meetings and the last <strong>Annual</strong> General Meeting<br />

The Board Meeting dates are decided well in advance and <strong>com</strong>municated to Directors to enable them to plan for their<br />

schedule in order to attend the meetings.<br />

During the year under review, the Board of Directors met 6 (six) times viz. 25 th May, <strong>2011</strong>, 5 th August, <strong>2011</strong>, 10 th August,<br />

<strong>2011</strong>, 8 th November, <strong>2011</strong>, 10 th February, 20<strong>12</strong> and 31 st March, 20<strong>12</strong>.<br />

The details of <strong>com</strong>position and category of Directors, their attendance at each Board meeting held during the financial<br />

year <strong>2011</strong>-<strong>12</strong> and at the last <strong>Annual</strong> General Meeting, their directorships in other <strong>com</strong>panies and membership /<br />

chairmanship in <strong>com</strong>mittees are as follows:<br />

Name Category Attendance at Board Directorship Membership / Attendance<br />

Meetings in other Chairmanship of at A.G.M.<br />

Public Limited Committees held on 5 th<br />

Companies (including Company) August, <strong>2011</strong><br />

Held Attended Chairman Member<br />

Mr. Raghu Mody Non-Executive & 6 3 4 - 3 Yes<br />

Non Independent<br />

Mr. Varunn Mody Non-Executive & 6 5 1 - - No<br />

Non Independent<br />

Lt. Gen. (Retd.) Independent 6 5 1 2 2 Yes<br />

K. S. Brar<br />

Mr. Atul Tandan Independent 6 6 2 - 3 Yes<br />

Mr. Shamsunder Independent 6 4 1 - 1 Yes<br />

Aggarwal<br />

Mr. Sanjay Kothari* Independent 4 4 5 1 1 N.A.<br />

*Appointed as an Additional Director w.e.f. 5 th August, <strong>2011</strong>.<br />

1. The directorship held by directors as mentioned above do not include Alternate Directorships and Directorships in<br />

Foreign Companies, section 25 Companies and Private Companies.<br />

2. Membership/Chairmanship of only the Audit Committee and Share Transfer and Investor Grievance Committee of<br />

all public Limited Companies have been considered.


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

13<br />

J L MORISON<br />

3. AUDIT COMMITTEE<br />

As on 31 st March, 20<strong>12</strong>, the Committee <strong>com</strong>prised of three independent Directors having financial background and knowledge<br />

in the business of the Company.<br />

The Audit Committee met four times viz. 25 th May, <strong>2011</strong>, 10 th August, <strong>2011</strong>, 8 th November, <strong>2011</strong> and 10 th February, 20<strong>12</strong> during<br />

the year under review and the number of meetings attended by each member during the year ended 31 st March, 20<strong>12</strong> is as<br />

follows:<br />

Name of the member Designation No. of Meetings<br />

Held Attended<br />

Mr. Sanjay Kothari (w.e.f. 5 th August, <strong>2011</strong>) Chairman 3 3<br />

Lt. Gen. (Retd.) K. S. Brar Member 4 4<br />

Mr. Atul Tandan (Chairman upto 5 th August, <strong>2011</strong>) Member 4 4<br />

Mr. Raghu Mody (upto 5 th August, <strong>2011</strong>) Member 1 1<br />

Mr. Sohan Sarda, General Manager – Finance & Compliance Officer (Manager under Companies Act, 1956) of the Company<br />

acts as Secretary to the Committee.<br />

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

Company, the Committee acts as a link between the Statutory and Internal Auditors and the Board of Directors of the Company.<br />

The brief description of terms of reference are as follows:<br />

• Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the<br />

financial statement is correct, sufficient and credible.<br />

• Reviewing with management, the annual financial statements before submission to the Board for approval with particular<br />

reference to:<br />

Ø Matters required to be included in the Directors’ Responsibility Statement are included in the Directors’ <strong>Report</strong> in<br />

terms of clause (2AA) of Section 217 of the Companies Act, 1956.<br />

Ø Changes, if any, in accounting policies and practices and reasons for the same.<br />

Ø Major accounting entries involving estimates based on the exercise of judgment by the management.<br />

Ø Significant adjustments made in the financial statements arising out of audit findings.<br />

Ø Compliance with listing and other legal requirements relating to financial statements.<br />

Ø Disclosure of related party transactions.<br />

Ø Qualifications in draft audit report.<br />

• Review with management quarterly financial statements before submission to the Board for approval.<br />

• Re<strong>com</strong>mending the appointment/removal of statutory auditors, fixation of audit fees and also approval of payments for<br />

any other services.<br />

• Reviewing with management, Statutory and Internal Auditor’s adequacy of the internal control systems.<br />

• Discussing with internal and statutory auditors of any significant findings and follow-up thereon and reviewing the reports<br />

furnished by them.<br />

• Reviewing the Company’s financial and risk management policies.<br />

• Compliance with the Stock Exchanges and legal requirements concerning financial statements.<br />

• Carrying out such other function as may be specifically referred to the Committee by the Board of Directors and/ or other<br />

Committees of Directors of the Company.<br />

4. REMUNERATION COMMITTEE<br />

The broad terms of reference of the remuneration <strong>com</strong>mittee are to re<strong>com</strong>mend the Company’s policy on remuneration<br />

packages for the Managing Director / Executive Directors, reviewing the structures, design and implementation of remuneration<br />

policy in respect of key management personnel.<br />

During the financial year <strong>2011</strong>-<strong>12</strong>, the Remuneration Committee met once on 31 st March, 20<strong>12</strong>.<br />

The Remuneration Committee <strong>com</strong>prises of Lt. Gen. (Retd.) K. S. Brar, Mr. Atul Tandan, Mr. Shamsunder Aggarwal. Lt. Gen.<br />

(Retd.) K. S. Brar is the Chairman of the Committee.<br />

The details of attendance of members in Remuneration Committee meeting are as follows:<br />

Name of the member Designation No. of Meetings<br />

Held Attended<br />

Lt. Gen. (Retd.) K. S. Brar Chairman 1 -<br />

Mr. Atul Tandan Member 1 1<br />

Mr. Shamsunder Aggarwal Member 1 1


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

14<br />

J L MORISON<br />

Mr. Sohan Sarda, General Manager – Finance & Compliance Officer (Manager under Companies Act, 1956) of the Company<br />

acts as secretary to the Committee. Only sitting fees is paid to the Non - Executive Directors.<br />

Details of remuneration paid to Directors during the year ended 31 st March, 20<strong>12</strong> and share held by them on that date are as follows.<br />

Name of Director Salary Perquisites or Contribution to PF Stock Sitting fees No. of shares<br />

` Allowances ` & others ` option ` ` held<br />

Mr. Raghu Mody Nil Nil Nil Nil 22,000 250<br />

Lt. Gen. (Retd.) K. S. Brar Nil Nil Nil Nil 57,000 Nil<br />

Mr. Atul Tandan Nil Nil Nil Nil 63,000 100<br />

Mr. Varunn Mody Nil Nil Nil Nil 25,000 135<br />

Mr. Shamsunder Aggarwal Nil Nil Nil Nil 21,000 Nil<br />

Mr. Sanjay Kothari Nil Nil Nil Nil 35,000 Nil<br />

INVESTORS’ GRIEVANCE CUM SHARE TRANSFER COMMITTEE<br />

The Investors’ Grievance cum Share Transfer Committee met four times viz. 25 th May, <strong>2011</strong>, 10 th August, <strong>2011</strong>, 8 th November, <strong>2011</strong><br />

and 10 th February, 20<strong>12</strong> during the year under review. The <strong>com</strong>position of the Investors’ Grievance cum Share Transfer Committee<br />

as on 31 st March, 20<strong>12</strong> and the number of meetings attended by each member during the year ended on that date is as follows:<br />

Name of the Member Designation No. of Meetings<br />

Held Attended<br />

Lt. Gen. (Retd.) K. S. Brar Chairman 4 4<br />

Mr. Atul Tandan Member 4 4<br />

Mr. Raghu Mody Member 4 2<br />

Mr. Sohan Sarda, General Manager– Finance & Compliance Officer (Manager under Companies Act, 1956) of the Company<br />

acts as secretary to the Committee.<br />

The Committee meets as and when required to deal with the matters relating to monitoring and redressal of <strong>com</strong>plaints from<br />

shareholders relating to transfer, non - receipt of <strong>Annual</strong> <strong>Report</strong>, etc.<br />

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

duplicate certificates, consolidation / split / renewal of share certificates etc.<br />

Mr. Sohan Sarda, General Manager – Finance & Compliance Officer (Manager under Companies Act, 1956) of the Company<br />

acts as secretary to the Committee.<br />

Status of the Investors’ <strong>com</strong>plaints / service requests:<br />

At the beginning of the year Received during the year Resolved during the year Pending<br />

0 108 108 0<br />

Name and Designation of Compliance Officer<br />

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

GENERAL BODY MEETINGS<br />

The details of last three <strong>Annual</strong> General Meetings are given below :<br />

Financial Year Date of AGM Time Location of the meeting<br />

2008 – 2009 15 th September, 2009 11.30 A.M. Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017<br />

2009 – 2010 9 th September, 2010 11.30 A.M. Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017<br />

2010 – <strong>2011</strong> 5 th August, <strong>2011</strong> <strong>12</strong>.00 Noon Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017<br />

Details of Special Resolutions passed in last three <strong>Annual</strong> General Meetings:<br />

AGM held on 15 th September, 2009: For approval of appointment and remuneration of Mr. Varunn Mody as an Executive<br />

Director of the Company.<br />

AGM held on 9 th September, 2010: No special resolution passed.<br />

AGM held on 5 th August, <strong>2011</strong>: For alteration of Articles of Association of the Company.<br />

No special resolution was passed through Postal Ballot during the financial year <strong>2011</strong>-<strong>12</strong>. None of the business proposed to<br />

be transacted in the ensuing <strong>Annual</strong> General Meeting require passing a special resolution through Postal Ballot.


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

15<br />

J L MORISON<br />

DISCLOSURES<br />

a) Related party transactions<br />

Related party transactions are defined as transactions of the Company of material nature had with promoters, directors<br />

or with their relatives etc.<br />

The transactions with the related parties, as per the requirements of the Accounting Standard 18, are disclosed in Notes<br />

on Accounts, forming part of the <strong>Annual</strong> <strong>Report</strong>.<br />

None of the transactions with any of the related parties were in conflict with the interest of the Company.<br />

b) Compliance by the Company<br />

The Company has <strong>com</strong>plied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all<br />

matters relating to capital market during the last three years. No penalties or strictures have been imposed on the<br />

Company by the Stock Exchanges, SEBI or other statutory Authorities.<br />

Though there is no formal Whistle-Blower Policy, the Company takes cognizance of <strong>com</strong>plaints made and suggestions<br />

given by the employees and others. Even anonymous <strong>com</strong>plaints are looked into and whenever necessary, suitable<br />

corrective steps are taken. None of the employees were denied to access the Audit Committee.<br />

The Company has laid down a Code of Conduct for the Directors, Senior Management Personnel and Employees of the<br />

Company. The code has been posted on the website of the Company. A declaration to the effect that the Directors,<br />

Senior Management Personnel and Employees have adhered to the same, signed by the Mr. Varunn Mody, Director of<br />

the Company forms part of this <strong>Annual</strong> <strong>Report</strong>, which along with the certificate from Auditors of the Company on <strong>com</strong>pliance<br />

of clause 49 of the Listing Agreement by the Company is annexed to this <strong>Annual</strong> <strong>Report</strong>.<br />

c) Disclosure of Accounting treatment<br />

In the preparation of the financial statement, the Company has followed accounting standards issued by Institute of the<br />

Chartered Accountants of India to the extent applicable.<br />

d) Disclosure of Risk management<br />

The Company has initiated the risk assessment and minimization procedure.<br />

e) CEO / CFO Certification<br />

A certificate from Mr. Varunn Mody, Director and Mr. Sohan Sarda, General Manager-Finance and Manager under Companies<br />

Act, 1956 on the financial statements of the Company for year ended 31 st March, 20<strong>12</strong> was placed before the Board.<br />

f) Review of Directors’ Responsibility Statement<br />

The Board in its report has confirmed that the annual accounts for the year ended 31 st March, 20<strong>12</strong> have been prepared<br />

as per applicable Accounting Standards and policies and that sufficient care has been taken for maintaining adequate<br />

accounting records.<br />

MEANS OF COMMUNICATION<br />

The Company’s quarterly / half yearly results are published in news papers viz. Financial Express(English) and Aajkal(Bengali).<br />

Half yearly reports are not being sent to each household of shareholders. These results are displayed on the Company’s<br />

website: www.jlmorison.in under investor section. Presentations made to Analysts are also displayed on the website of the<br />

Company.<br />

Management Discussion and Analysis is a part of this <strong>Annual</strong> <strong>Report</strong>.<br />

GENERAL INFORMATION FOR SHAREHOLDERS<br />

Date, time and venue of ensuing <strong>Annual</strong> General Meeting Date : 13 th September, 20<strong>12</strong><br />

Time : 11.00 a.m.<br />

Venue : Kala Kunj, 48, Shakespeare Sarani, Kolkata – 700 017<br />

Financial Calendar(20<strong>12</strong> – 13) i) First Quarterly Results - by 14 th August, 20<strong>12</strong><br />

ii) Second Quarterly Results - by 14 th November, 20<strong>12</strong><br />

iii) Third Quarterly Results - by 14 th February, 2013<br />

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

Date of Book Closure<br />

10 th September, 20<strong>12</strong> to 13 th September, 20<strong>12</strong> (both days inclusive)<br />

Dividend payment date Credit/dispatch between 21 st September, 20<strong>12</strong> and 25 th September, 20<strong>12</strong><br />

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

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

3. Bangalore Stock Exchange Limited, Stock Exchange Towers, No. 51, 1st Cross,<br />

J. C. Road, Bangalore – 560 027


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

Stock Code BSE – 506522<br />

ISIN for NSDL & CDSL<br />

INE430D01015<br />

Stock Market Price Data<br />

J L MORISON<br />

The monthly high and low quotations of shares traded on the BSE Limited, Mumbai<br />

during each month in financial year <strong>2011</strong>-<strong>12</strong> are as follows:<br />

Volume Price of shares of the BSE Sensex (Points)<br />

(No. of Shares) Company at BSE (`)<br />

Month High Low High Low<br />

April - <strong>2011</strong> 6420 325.00 266.00 19,811.14 18,976.19<br />

May - <strong>2011</strong> 8101 332.00 280.00 19,253.87 17,786.13<br />

June - <strong>2011</strong> 18421 348.95 302.15 18,873.39 17,314.38<br />

July - <strong>2011</strong> 3865 352.00 322.00 19,131.70 18,131.86<br />

August - <strong>2011</strong> 26260 363.00 330.10 18,440.07 15,765.53<br />

September - <strong>2011</strong> 39931 372.00 340.00 17,211.80 15,801.01<br />

October - <strong>2011</strong> 4878 364.85 345.00 17,908.13 15,745.43<br />

November - <strong>2011</strong> 5671 365.00 345.00 17,702.26 15,478.69<br />

December - <strong>2011</strong> 3115 358.25 335.00 17,003.71 15,135.86<br />

January - 20<strong>12</strong> 9334 369.00 335.05 17,258.97 15,358.02<br />

February - 20<strong>12</strong> <strong>12</strong>776 397.95 353.20 18,523.78 17,061.55<br />

March - 20<strong>12</strong> 11667 392.95 350.00 18,040.69 16,920.61<br />

25000<br />

20000<br />

15000<br />

10000<br />

5000<br />

0<br />

500<br />

450<br />

400<br />

350<br />

300<br />

250<br />

200<br />

150<br />

100<br />

50<br />

0<br />

BSE<br />

JLM<br />

Share Transfer System<br />

All shares sent or transferred in physical form are registered by the Registrar and Share Transfer Agents within 30 days of the<br />

lodgment, if documents are found in order. Shares under objection are returned within two weeks. All requests for<br />

dematerialization of shares processed and the confirmation is given to the respective depositories i.e. National Securities<br />

Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within 15 days.<br />

16


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

Category wise distribution of Equity shareholding as at 31 st March, 20<strong>12</strong><br />

J L MORISON<br />

(A)<br />

(B)<br />

Category Number of Percentage of<br />

shares held Shareholding (%)<br />

Shareholding of Promoter and Promoter Group<br />

(1) Indian<br />

(a) Individuals/ Hindu Undivided Family 385 0.03<br />

(b) Central Government/ State Government(s) - -<br />

(c) Bodies Corporate 933224 68.37<br />

(d) Financial Institutions/ Banks - -<br />

(e) Trust 25200 1.85<br />

Sub-Total (A)(1) 958809 70.24<br />

(2) Foreign<br />

(a) Individuals (Non-Resident Individuals/ Foreign Individuals) - -<br />

(b) Bodies Corporate - -<br />

(c) Institutions - -<br />

(d) Any other (specify) - -<br />

Sub-Total (A)(2) - -<br />

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 958809 70.24<br />

Public shareholding<br />

(1) Institutions<br />

(a) Mutual Funds/ UTI - -<br />

(b) Financial Institutions/ Banks - -<br />

(c) Central Government/ State Government(s) - -<br />

(d) Venture Capital Funds - -<br />

(e) Insurance Companies - -<br />

(f) Foreign Institutional Investors - -<br />

(g) Foreign Venture Capital Investors - -<br />

(h) Any other (specify) - -<br />

Sub-Total (B)(1) - -<br />

(2) Non-institutions<br />

(a) Bodies Corporate 10<strong>12</strong>58 7.42<br />

(b) Individuals -<br />

i. Individual shareholders holding nominal share capital up to ` 1 lac. 217374 15.92<br />

ii. Individual shareholders holding nominal share capital in excess 85952 6.30<br />

of ` 1 lac.<br />

(c) Non Resident Indians 1641 0.<strong>12</strong><br />

(d) Foreign Corporate Bodies - -<br />

Sub-Total (B)(2) 406225 29.76<br />

Total Public Shareholding (B)= (B)(1) +(B)(2) 406225 29.76<br />

TOTAL (A)+(B) 1365034 100.00<br />

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

GRAND TOTAL (A)+(B)+(C) 1365034 100.00<br />

17


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

Distribution of shareholding as at 31 st March, 20<strong>12</strong><br />

J L MORISON<br />

Category Number of % of total number Total number of % of Total number<br />

shareholders of shareholders shares of shares<br />

1 to 500 3831 97.76 163950 <strong>12</strong>.00<br />

501 to 1000 44 1.<strong>12</strong> 33092 2.42<br />

1001 to 5000 22 0.56 35811 2.63<br />

5001 to 10000 4 0.10 27402 2.01<br />

10001 & above 18 0.46 1104779 80.94<br />

Total 3919 100.00 1365034 100.00<br />

Dematerialization of shares and liquidity<br />

About 95.62% shares have been dematerialized as on 31 st March, 20<strong>12</strong>. The Equity Shares of the Company are traded on BSE<br />

Limited, The Calcutta Stock Exchange Association Limited and Bangalore Stock Exchange Limited.<br />

The Company has paid the Listing fees for the year 20<strong>12</strong>-13 to all the stock exchanges on which its shares are listed.<br />

Outstanding ADRs, GDRs, Warrants or any convertible instruments, conversion date and impact on Equity<br />

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

March, 20<strong>12</strong>.<br />

Registrar and Share Transfer Agents<br />

Datamatics Financial Services Ltd.<br />

Plot No.B-5,<br />

Part B, Cross Lane,<br />

MIDC, Marol, Andheri (East),<br />

Mumbai – 400 093.<br />

Phone : (022) 6671 2151<br />

Fax : (022) 6671 2161<br />

e-mail : corpequity@dfssl.<strong>com</strong><br />

Address for Investors’ Correspondence<br />

For any assistance regarding dematerialization of shares, share transfers, transmissions, change of address, non-receipt of dividend<br />

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

J. L. Morison (India) Limited Datamatics Financial Services Ltd.<br />

‘Crystal’, 79, Dr. Annie Besant Road,<br />

Plot No. B-5, Part B, Cross Lane,<br />

Worli, Mumbai – 400 018<br />

MIDC, Marol, Andheri (East),<br />

Phone : (022) 24975031 – 35 Mumbai – 400 093.<br />

Fax : (022) 24950317 Phone : (022) 6671 2151<br />

e-mail : sohan@jlmorison.<strong>com</strong> Fax : (022) 6671 2161<br />

investors@jlmorison.<strong>com</strong> e-mail : corpequity@dfssl.<strong>com</strong><br />

18


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

DECLARATION<br />

J L MORISON<br />

It is hereby declared that all the Board Members, Senior Management Personnel and Employees of the Company have affirmed<br />

adherence to and <strong>com</strong>pliance with the Code of Conduct laid down by the Company during the year ended 31 st March, 20<strong>12</strong>.<br />

For J. L. Morison (India) Limited<br />

Place : Mumbai<br />

Date : 18 th May, 20<strong>12</strong><br />

Varunn Mody<br />

Director<br />

CERTIFICATE BY THE AUDITORS ON CORPORATE GOVERNANCE<br />

To the members of<br />

J. L. MORISON (INDIA) LIMITED<br />

We have examined the <strong>com</strong>pliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement<br />

entered into by the Company with the Stock Exchanges of India for the financial year ended on 31 st March, 20<strong>12</strong>.<br />

The <strong>com</strong>pliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limited<br />

to review of the procedures and implementation thereof, adopted by the Company for ensuring the <strong>com</strong>pliance of the conditions of<br />

the Corporate Governance. It is neither an audit nor an expression of an opinion on the financial statements of the Company.<br />

In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the<br />

management we certify that the Company has <strong>com</strong>plied with the conditions of Corporate Governance as stipulated in Clause 49 of<br />

the Listing Agreement of the Stock Exchanges of India.<br />

We further state that such <strong>com</strong>pliance is neither an assurance as to the future viability of the Company nor to the efficiency or<br />

effectiveness with which the management has conducted the affairs of the Company.<br />

For Haribhakti & Co.<br />

Chartered Accountants<br />

Firm Registration Number :103523W<br />

Place : Mumbai<br />

Date : 18 th May, 20<strong>12</strong><br />

Sumant Sakhardande<br />

Partner<br />

Membership No. 034828<br />

19


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Business Outlook<br />

Overall Review<br />

The Company continues to invest and build own brands for a<br />

long term sustenance and growth.<br />

Indian FMCG Sector<br />

Utilization of the manufacturing facility at Waluj is being constantly<br />

Fast Moving Consumer Goods (FMCG) are popularly named<br />

evaluated. At the same time, we are evaluating some more options<br />

as consumer packaged goods. In this category include all<br />

consumables (other than groceries/pulses) people buy at regular<br />

of joining hands with international leading brands.<br />

intervals. The most <strong>com</strong>mon in the list are toilet soaps, detergents, Risks and Concerns<br />

shampoos, toothpaste, shaving products, shoe polish, packaged<br />

foodstuff and household accessories and extends to certain The Foreign Collaborator / Licensor <strong>com</strong>panies, with whom J. L.<br />

electronic goods. These items are meant for daily frequent Morison (India) Limited is associated, could always be vulnerable<br />

consumption.<br />

to Mergers and Acquisitions by other larger <strong>com</strong>panies as has<br />

Input cost inflation, persistent rise in raw material price, rising fuel been the trend in our industry internationally for the last few years.<br />

costs, fluctuation in the currency, dipping industrial growth, slowing The various agreements with our Foreign Collaborators keep<br />

global economy together with an overall moderating consumer <strong>com</strong>ing up for review and renewals. With the fast changing<br />

sentiment might lead to a slow volume growth of FMCG segment<br />

expectations of our partners we have to keep pace with trying to<br />

in 20<strong>12</strong>. Irrespective of all these, FMCG is one sector which will<br />

witness growth for the year. FMCG <strong>com</strong>panies are showing signs<br />

match them. Performance is the key and we have been<br />

of consolidation and might not be able to sustain the strong volume consistently monitoring our progress. The management expects<br />

and sales growth momentum in the next two to three quarters. to continue its present relations with existing partners and develop<br />

Weakening rupee against the dollar and inflation are the primary newer partnerships in the <strong>com</strong>ing year.<br />

reason that might hamper the growth of FMCG in the years ahead. Steep fall in rupee against major currencies is a major concern<br />

Government notification on revised norms for packaging of FMCG for JLM as a big chunk of the business <strong>com</strong>es from imported<br />

products will propel the <strong>com</strong>panies to increase their prices due to products.<br />

high raw material costs eating into their already stressed profit<br />

margins. Many industry experts are saying that the consumption Internal Control Systems and Adequacy<br />

pattern will moderate as price sensitive Indian consumers will<br />

The Company believes that Internal Control is necessary for good<br />

tighten their budget and keep a close watch on their expenses<br />

and might even switch over to cheaper variants, regional or local<br />

corporate governance. The Company has effective internal control<br />

brands to save money.<br />

systems under which Management <strong>Report</strong>s on key performance<br />

indicators and variance analysis are made. Management<br />

Analysis of FMCG Sector<br />

Committee Meetings are regularly held where these reports and<br />

Strengths<br />

variance analysis are discussed and action plan initiated with<br />

1. Low operational costs<br />

proper follow up. The Internal Audit function also reviews the<br />

2. Presence of established distribution networks in both urban<br />

and rural areas<br />

execution of all operational units to ensure controls are adequately<br />

exercised. Operational <strong>Report</strong>s are tabled at Board Meetings after<br />

3. Presence of well-known brands in FMCG sector<br />

being discussed in Audit Committee/Executive Committee<br />

Weaknesses<br />

Meetings.<br />

1. Lower scope of investing in technology and achieving HRD/Industrial Relations<br />

economies of scale, especially in small sectors<br />

The Company strives to remain as a responsive and market-driven<br />

2. Low exports level<br />

organisation, which requires a very good quality of manpower<br />

3. Counterfeit Products. These products narrow the scope of<br />

resources. It lays great emphasis on evaluating the human<br />

FMCG products in rural and semi-urban market.<br />

resources in a fair manner and rewarding immediately for any<br />

Opportunities<br />

exceptional performance. Retaining young and talented human<br />

1. Untapped rural market<br />

resources continues to be a challenge in the present business<br />

2. Rising in<strong>com</strong>e levels, i.e. increase in purchasing power of environment. We try and meet these challenges by better<br />

consumers<br />

mentoring, keeping a personalised organization culture, rewarding<br />

3. Large domestic market - a population of over one billion. instantly unique initiatives. As at 31 st March, 20<strong>12</strong> the Company<br />

4. Export potential<br />

has a strength of 398 employees.<br />

5. High consumer goods spending<br />

Company’s Financial Performance and Analysis<br />

Threats<br />

The Company’s financial performance and analysis is already<br />

1. Removal of import restrictions resulting in replacing of<br />

discussed in great detail in the Directors’ <strong>Report</strong>, which forms<br />

domestic brands<br />

part of this <strong>Annual</strong> <strong>Report</strong>.<br />

2. Slowdown in rural demand<br />

3. Tax and regulatory structure<br />

Cautionary Statement<br />

Product Range<br />

Our Company is engaged in the trading and marketing of<br />

deodorants, fragrances, toiletry and personal healthcare and<br />

The statement in the Management Discussion and Analysis <strong>Report</strong><br />

cannot be construed as holding out any forecasts, projections,<br />

expectations, invitations, offers, etc within the meaning of<br />

grooming products, low-calorie food substitutes, medicated applicable securities, laws and regulations. This <strong>Report</strong> basically<br />

toothpaste, besides the baby care feeding bottles and accessories. seeks to furnish information, as laid down within the different<br />

We continue to launch new products in own brands and new headings to meet the Listing Agreement requirements.<br />

variants in international brands.<br />

20


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

AUDITORS’ REPORT<br />

To The Members of J. L. MORISON (INDIA) LIMITED<br />

1. We have audited the attached Balance Sheet of<br />

J. L. MORISON (INDIA) LIMITED (‘the Company’) as at<br />

31 st March, 20<strong>12</strong> and also the Statement of Profit and Loss<br />

and the Cash Flow statement for the year ended on that<br />

date annexed thereto. These financial statements are the<br />

responsibility of the Company’s management. Our<br />

responsibility is to express an opinion on these financial<br />

statements based on our audit.<br />

2. We conducted our audit in accordance with auditing<br />

standards generally accepted in India. Those standards<br />

require that we plan and perform the audit to obtain<br />

reasonable assurance about whether the financial<br />

statements are free of material misstatements. An audit<br />

includes examining, on a test basis, evidence supporting<br />

the amounts and disclosures in the financial statements. An<br />

audit also includes assessing the accounting principles used<br />

and significant estimates made by management, as well as<br />

evaluating the overall financial statement presentation. We<br />

believe that our audit provides a reasonable basis for our<br />

opinion.<br />

3. As required by the Companies (Auditors’ <strong>Report</strong>) Order,<br />

2003, as amended by the Companies (Auditors’ <strong>Report</strong>)<br />

(Amendment) Order 2004, issued by the Central<br />

Government of India in terms of Section 227(4A) of the<br />

Companies Act, 1956’ of India (‘the Act’) and on the basis of<br />

such checks of the books and records as we considered<br />

appropriate and according to the information and<br />

explanations given to us during the course of the audit, we<br />

enclose in the Annexure a statement on the matters specified<br />

in paragraphs 4 and 5 of the said Order.<br />

4. Further to our <strong>com</strong>ments in paragraph 3 above, we report<br />

that:<br />

i. We have obtained all the information and explanations<br />

which, to the best of our knowledge and belief, were<br />

necessary for the purpose of our audit;<br />

ii. In our opinion, proper books of account as required<br />

by law have been kept by the Company, so far as it<br />

appears from our examination of those books;<br />

iii. The Balance Sheet, Statement of Profit and Loss and<br />

Cash Flow Statement dealt with by this report are in<br />

agreement with the books of account;<br />

iv. In our opinion, the Balance Sheet, Statement of Profit<br />

and Loss and Cash Flow Statement dealt with by this<br />

report <strong>com</strong>ply with the Accounting Standards referred<br />

to in Section 211(3C) of the Companies Act, 1956.<br />

v. On the basis of the written representations received from<br />

the Directors of the Company, as on<br />

31 st March, 20<strong>12</strong> and taken on record by the Board of<br />

Directors of the Company, we report that none of the<br />

Director is disqualified as on 31 st March, 20<strong>12</strong> from being<br />

appointed as a director in terms of clause (g) of<br />

sub-section (1) of section 274 of the Companies Act, 1956.<br />

vi.<br />

J L MORISON<br />

In our opinion and to the best of our information and<br />

according to the explanations given to us, the said<br />

Financial Statements read together with Notes<br />

thereon and attached thereto, give the information<br />

required by the Companies Act, 1956 in the manner<br />

so required, give a true and fair view in conformity<br />

with the accounting principles generally accepted in<br />

India:<br />

a) in the case of Balance Sheet, of the state of<br />

affairs of the Company as at 31 st March, 20<strong>12</strong>,<br />

b) in the case of Statement of Profit and Loss, of<br />

the profit of the Company for the year ended<br />

on that date and<br />

c) in the case of Cash Flow Statement, of the cash<br />

flows of the Company for the year ended on<br />

that date.<br />

For Haribhakti & Co.<br />

Chartered Accountants<br />

Firm Registration No. 103523W<br />

Place : Mumbai,<br />

Dated : 18 th May, 20<strong>12</strong><br />

Sumant Sakhardande<br />

Partner<br />

Membership No.: 034828<br />

ANNEXURE TO AUDITORS’ REPORT<br />

Referred to in paragraph 3 of the Auditors’ <strong>Report</strong> of even date<br />

to the members of J. L. MORISON (INDIA) LIMITED on the<br />

financial statement for the year ended 31 st March, 20<strong>12</strong>.<br />

(i) (a) The Company has maintained proper records<br />

showing full particulars including quantitative details<br />

and situation of its fixed assets.<br />

(b) All the fixed assets have not been physically verified<br />

by the management during the year but there is a<br />

regular programme of verification which, in our<br />

opinion, is reasonable having regard to the size of<br />

the Company and the nature of its assets. As<br />

informed, no material discrepancies were noticed on<br />

such verification.<br />

(c) In our opinion and according to the information and<br />

explanations given to us, a substantial part of fixed<br />

assets has not been disposed of by the Company<br />

during the year.<br />

(ii) (a) The inventory has been physically verified by the<br />

management during the year. In our opinion, the<br />

frequency of verification is reasonable.<br />

(b) The procedures of physical verification of inventory<br />

followed by the management are reasonable and<br />

adequate in relation to the size of the Company and<br />

the nature of its business.<br />

(c) The Company is maintaining proper records of inventory<br />

and no material discrepancies were noticed on physical<br />

verification carried out at the end of the year.<br />

21


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

(iii) (a) The Company has granted loan to a <strong>com</strong>pany covered<br />

in the register maintained under section 301 of the<br />

Companies Act, 1956. The maximum amount<br />

involved during the year was ` 210 lacs and the yearend<br />

balance of loans taken from such parties was<br />

` Nil.<br />

(b) In our opinion and according to the information and<br />

explanations given to us, the rate of interest and other<br />

terms and conditions for such loans are not, prima<br />

facie, prejudicial to the interest of the Company.<br />

(c) The parties have repaid the principal amounts as<br />

stipulated and have also been regular in the payment<br />

of interest to the <strong>com</strong>pany.<br />

(d) In respect of the said loans and interest thereon, there<br />

are no overdue amounts.<br />

(e) The Company had taken loan from a <strong>com</strong>pany covered<br />

in the register maintained under section 301 of the<br />

Companies Act, 1956. The maximum amount involved<br />

during the year was ` 920 lacs and the year-end<br />

balance of loans taken from such parties was ` Nil.<br />

(f) In our opinion, the rate of interest and other terms<br />

and conditions for such loans are not, prima facie,<br />

prejudicial to the interest of the Company.<br />

(g) In respect of the aforesaid loans, the <strong>com</strong>pany is<br />

regular in repaying the principal amounts as stipulated<br />

and has been regular in payment of interest.<br />

(iv) In our opinion and according to the information and<br />

explanations given to us, there exists an adequate internal<br />

control system <strong>com</strong>mensurate with the size of the Company<br />

and the nature of its business with regard to purchase of<br />

inventory, fixed assets and with regard to the sale of goods<br />

and services. During the course of our audit, we have not<br />

observed any continuing failure to correct major weakness<br />

in internal control system of the <strong>com</strong>pany.<br />

(v) (a) According to the information and explanations given<br />

to us, we are of the opinion that the particulars of<br />

contracts or arrangements referred to in section 301<br />

of the Companies Act, 1956 that need to be entered<br />

into the register maintained under section 301 have<br />

been so entered.<br />

(b) In our opinion and according to the information and<br />

explanations given to us, the transactions made in<br />

pursuance of such contracts or arrangements<br />

exceeding value of Rupees five lakhs have been<br />

entered into during the financial year at prices which<br />

are reasonable having regard to the prevailing market<br />

prices at the relevant time.<br />

(vi) The Company has not accepted any deposits under the<br />

provisions of Section 58A, 58AA or any other relevant<br />

provisions of the Act and the rules framed there under.<br />

(vii) In our opinion, the Company has an internal audit system<br />

<strong>com</strong>mensurate with its size and nature of its business.<br />

22<br />

J L MORISON<br />

(viii) We are informed that maintenance of cost records has been<br />

prescribed by the Central Government under clause (d) of<br />

sub section (1) of Section 209 of the Act for the activities<br />

hither to carried on by the Company. Further, as informed<br />

to us, the Company has stopped its manufacturing activity<br />

since August 2008 and has applied to the central<br />

government for exemption from maintenance of cost audit<br />

records and accordingly the <strong>com</strong>pany has not maintained<br />

the cost records.<br />

(ix) (a) The Company is regular in depositing with appropriate<br />

authorities undisputed statutory dues including<br />

provident fund, investor education and protection<br />

fund, employees’ state insurance, in<strong>com</strong>e-tax, salestax,<br />

wealth-tax, service tax, customs duty, excise duty,<br />

cess and other material statutory dues applicable to<br />

it and there is no arrears of outstanding statutory dues<br />

as at the last day of the financial year for a period of<br />

more than six months from the date it became<br />

payable.<br />

(b) According to the records of the Company, the dues<br />

outstanding of in<strong>com</strong>e-tax, sales-tax, wealth-tax,<br />

service tax, customs duty, excise duty and cess on<br />

account of any dispute, are as follows:<br />

Under Sales Amount Forum where dispute is<br />

Tax Act (`) pending<br />

Cuttack 03-04 14,520 Assistant Commissioner of<br />

Commercial taxes, cuttack<br />

Cuttack 04-05 37,<strong>12</strong>8 Assistant Commissioner of<br />

Commercial taxes, Cuttack<br />

Ernakulam 05-06 77,968 Deputy Commissioner of<br />

Commercial taxes<br />

Ernakulam 06-07 17,387 Deputy Commissioner of<br />

Commercial taxes<br />

Ernakulam 07-08 3,03,088 Deputy Commissioner of<br />

Commercial taxes<br />

Kolkata 95-96 53,018 Dy Commissioner of<br />

Commercial Taxes Revisional<br />

Board, West Bengal<br />

Kolkata 98-99 58,099 Assistant Commissioner of<br />

Commercial Taxes, corporate<br />

division, West Bengal<br />

Kolkata 03-04 6,52,288 Appellate and Revisional<br />

Board West Bengal<br />

Kolkata 04-05 55,830 Appellate and Revisional<br />

Board West Bengal<br />

Ranchi 05-06 28,638 Commissioner of Sales Tax,<br />

Ranchi<br />

Ranchi 06-07 56,774 Commissioner of Sales Tax,<br />

Ranchi


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

Maharashtra 2,06,507 Joint Commissioner of<br />

04-05 sales tax (Appeal) Mumbai<br />

city division, Mumbai<br />

Total (A) 15,61,245<br />

Under In<strong>com</strong>e Amount Forum where dispute is<br />

Tax Act (`) pending<br />

Assessment 1,56,55,718 Tribunal Appeal, Kolkata<br />

Year 03-04<br />

Assessment 14,96,235 ITAT Appeal, Kolkata<br />

Year 05-06<br />

Assessment 1,81,590 DC CC -VII<br />

Year 09-10<br />

Total (B) 1,73,33,543<br />

(x) The Company has neither accumulated losses as at 31 st<br />

March, 20<strong>12</strong>, nor it has incurred any cash losses either in<br />

the financial year under audit and in the immediately<br />

preceding financial year.<br />

(xi) In our opinion and according to the information and<br />

explanations given to us, the Company has not defaulted<br />

in repayment of dues to a financial institution, bank or<br />

debenture holders.<br />

(xii) The Company has granted loans or advances on the basis<br />

of security by way of pledge of shares, debentures and<br />

other securities.<br />

(xiii) In our opinion, the Company is not a chit fund or a nidhi /<br />

mutual benefit fund / society. Therefore, the provisions of<br />

clause 4(xiii) of the Companies (Auditor’s <strong>Report</strong>) Order,<br />

2003 (as amended) are not applicable to the Company.<br />

(xiv) In our opinion, the Company is not dealing in or trading in<br />

shares, securities, debentures and other investments.<br />

Accordingly, the provisions of clause 4(xiv) of the<br />

Companies (Auditor’s <strong>Report</strong>) Order, 2003 (as amended)<br />

are not applicable to the Company.<br />

J L MORISON<br />

(xv) In our opinion and according to the information and<br />

explanations given to us, the <strong>com</strong>pany has not given any<br />

guarantee for loans taken by others from banks or financial<br />

institutions during the year.<br />

(xvi) In our opinion, the term loans have been applied for the<br />

purpose for which the loans were raised.<br />

(xvii) According to the information and explanations given to us<br />

and on an overall examination of the balance sheet of the<br />

Company, we report that no funds raised on short-term<br />

basis have been used for long-term investment.<br />

(xviii) The Company has not made any preferential allotment of<br />

shares to parties and <strong>com</strong>panies covered in the register<br />

maintained under Section 301 of the Act.<br />

(xix) The Company did not have any outstanding debentures<br />

during the year.<br />

(xx) The Company did not raise any money by way of public<br />

issue during the year.<br />

(xxi) During the course of our examination of the books and<br />

records of the <strong>com</strong>pany, carried out in accordance with the<br />

generally accepted auditing practices in India, and<br />

according to the information and explanations given to us,<br />

we have neither <strong>com</strong>e across any instance of fraud on or<br />

by the <strong>com</strong>pany, noticed or reported during the year, nor<br />

have we been informed of such case by the management.<br />

Place : Mumbai,<br />

Dated : 18 th May , 20<strong>12</strong><br />

For Haribhakti & Co.<br />

Chartered Accountants<br />

Firm Registration No. 103523W<br />

Sumant Sakhardande<br />

Partner<br />

Membership No.: 034828<br />

23


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

BALANCE SHEET AS AT 31 ST MARCH, 20<strong>12</strong><br />

24<br />

J L MORISON<br />

Particulars Note No. As at As at<br />

31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong><br />

`<br />

`<br />

I EQUITY AND LIABILITIES<br />

(1) SHAREHOLDERS’ FUNDS<br />

(a) Share Capital 1 1,36,50,340 1,36,50,340<br />

(b) Reserves and surplus 2 69,84,85,110 69,91,06,460<br />

71,21,35,450 71,27,56,800<br />

(2) NON-CURRENT LIABILITIES<br />

(c) Long-term borrowings 3 63,50,643 40,63,787<br />

(d) Deferred tax liabilities (Net) 4 89,13,474 72,16,545<br />

(e) Other Long-term liabilities 5 35,53,300 37,64,300<br />

(f) Long-term provisions 6 27,01,624 11,40,327<br />

2,15,19,041 1,61,84,959<br />

(3) CURRENT LIABILITIES<br />

(g) Short-term borrowings 7 20,65,85,636 8,65,89,431<br />

(h) Trade payables 8 19,84,72,701 23,45,94,268<br />

(i) Other current liabilities 9 6,71,25,742 6,01,77,147<br />

(j) Short-term provisions 10 24,87,019 19,66,586<br />

47,46,71,098 38,33,27,432<br />

Total 1,20,83,25,589 1,11,22,69,191<br />

II ASSETS<br />

(1) NON-CURRENT ASSETS<br />

(a) Fixed assets<br />

Tangible assets 11 19,79,44,686 19,62,00,864<br />

Intangible assets - -<br />

Capital work-in progress - 1,80,000<br />

(b) Non-current investments <strong>12</strong> 22,13,57,563 23,51,63,363<br />

(c) Long-term loans and advances 13 5,65,90,704 <strong>12</strong>,65,29,713<br />

47,58,92,953 55,80,73,940<br />

(2) CURRENT ASSETS<br />

(d) Current investments 14 - 2,11,74,138<br />

(e) Inventories 15 17,71,77,631 <strong>12</strong>,71,31,488<br />

(f) Trade receivables 16 29,70,70,986 32,36,71,618<br />

(g) Cash and cash equivalents 17 11,72,38,343 3,15,58,320<br />

(h) Short-term loans and advances 18 13,87,81,822 4,59,95,774<br />

(i) Other current assets 19 21,63,854 46,63,913<br />

73,24,32,636 55,41,95,251<br />

Total 1,20,83,25,589 1,11,22,69,191<br />

SIGNIFICANT ACCOUNTING POLICIES A<br />

ACCOMPANYING NOTES FORMING INTEGRAL<br />

PART OF THE FINANCIAL STATEMENTS B(1 - 39)<br />

As per our attached report of even date<br />

For and on behalf of the Board of Directors<br />

For Haribhakti & Co. Raghu Mody Varunn Mody<br />

Chartered Accountants Chairman Director<br />

Firm Registration No.: 103523W<br />

Sumant Sakhardande Sanjay Kothari Atul Tandan<br />

Partner Director Director<br />

Membership No.: 034828<br />

Sohan Sarda<br />

Place : Mumbai<br />

GM - Finance & Manager<br />

Date : 18 th May, 20<strong>12</strong>


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 ST MARCH 20<strong>12</strong><br />

Particulars Note No. Year ended Year ended<br />

31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong><br />

`<br />

`<br />

I Revenue from operations 20 1,05,41,20,074 1,00,35,34,001<br />

II Other In<strong>com</strong>e 21 2,00,47,277 1,14,09,011<br />

III Total Revenue (I + II) 1,07,41,67,351 1,01,49,43,0<strong>12</strong><br />

IV<br />

Expenses<br />

(a) Purchase of stock in trade 79,46,68,450 76,<strong>12</strong>,29,845<br />

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

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

(d) Finance Costs 24 1,21,59,167 1,50,15,625<br />

(e) Depreciation and amortisation expense 83,69,808 83,30,875<br />

(f ) Other expenses 25 21,44,68,645 15,74,56,937<br />

Total Expenses 1,07,11,75,607 1,01,41,18,415<br />

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

VI Exceptional Items - -<br />

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

VIII Tax Expense<br />

Current Tax 3,29,688 1,18,853<br />

Deferred Tax 16,96,929 6,22,591<br />

IX Profit for the year (VII - VIII) 9,65,<strong>12</strong>7 83,153<br />

X Earning per equity share of ` 10/- each<br />

Basic 0.71 0.06<br />

Diluted 0.71 0.06<br />

SIGNIFICANT ACCOUNTING POLICIES A<br />

ACCOMPANYING NOTES FORMING INTEGRAL<br />

PART OF THE FINANCIAL STATEMENTS B(1 - 39)<br />

As per our attached report of even date<br />

25<br />

For and on behalf of the Board of Directors<br />

For Haribhakti & Co. Raghu Mody Varunn Mody<br />

Chartered Accountants Chairman Director<br />

Firm Registration No.: 103523W<br />

Sumant Sakhardande Sanjay Kothari Atul Tandan<br />

Partner Director Director<br />

Membership No.: 034828<br />

Sohan Sarda<br />

Place : Mumbai<br />

GM - Finance & Manager<br />

Date : 18 th May, 20<strong>12</strong>


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

CASH FLOW STATEMENT FOR THE YEAR ENDED 31 ST MARCH, 20<strong>12</strong><br />

26<br />

J L MORISON<br />

For the year ended 31 st March, 20<strong>12</strong> (`)<br />

For the year ended 31 st March, <strong>2011</strong> (`)<br />

A. Cash flow from operating activities:<br />

Net Profit before Tax and Extraordinary Items 29,91,744 8,24,597<br />

Depreciation 83,69,808 83,30,875 -<br />

Excess provision for Depreciation - (4,30,866)<br />

Sales Tax Deferment Loan - (2,26,42,498)<br />

Interest 1,21,59,167 1,50,15,625 -<br />

Rent (14,27,233) (3,45,300) -<br />

Dividend In<strong>com</strong>e (19,89,957) (42,84,215) -<br />

(Profit)/Loss on sale of Fixed Assets 7,33,074 4,93,149 -<br />

(Profit)/Loss on sale of Investments 1,08,86,800<br />

Interest In<strong>com</strong>e (1,66,30,087) (67,79,496) -<br />

1,21,01,572 (1,06,42,726)<br />

Operating Profit Before Working Capital Changes 1,50,93,316 (98,18,<strong>12</strong>9)<br />

Adjustments for:<br />

Inventories (5,00,46,143) (18,90,491)<br />

Trade and Other Receivables 9,76,76,671 (9,97,75,030)<br />

Provisions 20,81,730 (96,455)<br />

Trade Payable (2,66,80,454) 4,29,40,350<br />

2,30,31,804 (5,88,21,626)<br />

Cash generated from the operation 3,81,25,<strong>12</strong>0 (6,86,39,755)<br />

Direct Tax 57,47,202 (62,63,596)<br />

Net Cash from operating activities “A” 4,38,72,322 (7,49,03,351)<br />

B. Cash Flow from Investing Activities<br />

Purchase of Fixed Assets (1,73,39,199) (55,26,500)<br />

Capital Work in progress 1,80,000 -<br />

Sale of Fixed Assets 64,92,494 6,34,001<br />

Sale/(Purchase) of Investments 2,40,93,138 (5,31,78,976)<br />

Bank / Inter Corporate Deposits (11,11,51,721) 20,57,32,869<br />

Interest Received 1,91,30,146 1,37,26,149<br />

Rent 14,27,233 3,45,300<br />

Dividend In<strong>com</strong>e 19,89,957 42,84,215<br />

Net Cash used in Investing activities “B” (7,51,77,952) 16,60,17,058<br />

C. Cash Flow from Financing Activities<br />

Proceeds from Secured Loans (2,21,88,289) (8,32,37,428)<br />

Paid to Unsecured Loans 14,17,69,691 -<br />

Dividend and Dividend Tax (15,86,477) (15,97,022)<br />

Interest (1,21,59,167) (1,50,15,625)<br />

Net Cash used in Financing activities “C” 10,58,35,758 (9,98,50,075)<br />

Net Increase/(decrease) in Cash and Cash Equivalent (A+B+C) 7,45,30,<strong>12</strong>8 (87,36,368)<br />

Cash and Cash equivalent as at 1 st April, <strong>2011</strong> 1,63,54,536 2,50,90,904<br />

Cash and Cash equivalent as at 31 st March, 20<strong>12</strong> 9,08,84,664 1,63,54,536<br />

Cash and Cash Equivalents include:<br />

Cash in hand 10,40,070 11,66,244<br />

Bank Balances with Scheduled Banks<br />

- in current accounts 3,90,50,493 1,34,52,700<br />

- unpaid dividend account 2,82,783 2,83,506<br />

- in fixed deposits 7,68,64,997 1,66,55,870<br />

11,72,38,343 3,15,58,320<br />

Less: Fixed Deposits not considered as cash equivalents 2,63,53,679 1,52,03,784<br />

Total 9,08,84,664 1,63,54,536<br />

As per our attached report of even date<br />

For and on behalf of the Board of Directors<br />

For Haribhakti & Co. Raghu Mody Varunn Mody<br />

Chartered Accountants Chairman Director<br />

Firm Registration No.: 103523W<br />

Sumant Sakhardande Sanjay Kothari Atul Tandan<br />

Partner Director Director<br />

Membership No.: 034828<br />

Sohan Sarda<br />

Place : Mumbai<br />

GM - Finance & Manager<br />

Date : 18 th May, 20<strong>12</strong>


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

27<br />

J L MORISON<br />

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE FINANCIAL<br />

STATEMENTS FOR THE YEAR ENDED 31 ST MARCH, 20<strong>12</strong><br />

A. SIGNIFICANT ACCOUNTING POLICIES:<br />

a) Basis of Preparation:<br />

The financial statements have been prepared to <strong>com</strong>ply in all material respects with the Accounting Standards notified by<br />

Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956.<br />

The financial statements have been prepared under the historical cost convention on an accrual basis. The accounting<br />

policy has been consistently applied by the Company.<br />

The Company follows the mercantile system of accounting in general and recognizes in<strong>com</strong>e and expenditure on accrual<br />

basis except as otherwise stated.<br />

b) Use of Estimates:<br />

The preparation of financial statements in conformity with generally accepted accounting principles requires management<br />

to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent<br />

liabilities at the date of the financial statements and the results of operations during the reporting period. Although these<br />

estimates are based upon management’s best knowledge of current events and actions, actual results could differ from<br />

these estimates.<br />

c) Fixed Assets:<br />

Fixed Assets are stated at cost (or revalued amounts, as the case may be), less accumulated depreciation/amortisation<br />

and impairment losses, if any. Cost <strong>com</strong>prises the purchase price and any attributable cost of bringing the asset to its<br />

working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which takes substantial<br />

period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are<br />

ready to be put to use.<br />

d) Depreciation:<br />

Depreciation is provided using the Straight Line Method at the rates prescribed under schedule XIV of the Companies<br />

Act, 1956.<br />

Leasehold land/building is amortized over the lease period.<br />

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

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

e) Impairment of Fixed Assets:<br />

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based<br />

on internal/external factor. An impairment loss is recognised whenever the carrying amount of an asset exceeds its<br />

recoverable amount. The recoverable amount is the greater of the assets net selling price and value in use. In assessing<br />

value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of<br />

capital. If at the Balance Sheet date there is any evaluation that a previously assessed impairment loss no longer exists,<br />

then such loss is reversed and the asset is restated to that effect.<br />

f) Investments:<br />

Long term investments are stated at cost less provision for diminution in value, which is other than temporary. Current<br />

investments are carried at lower of cost or fair value. In respect of current investments, the shortfall in the book value<br />

when <strong>com</strong>pared to market value of said investment on individual basis is charged to Revenue account.<br />

g) Inventory Valuation:<br />

Traded Goods<br />

Stock in trade are valued at lower of cost and net realizable value. For this purpose cost is determined on first in first out<br />

basis. Cost includes cost of purchase and other direct costs incurred.<br />

h) Foreign Currency Transactions:<br />

The transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the time of<br />

the transaction. Any in<strong>com</strong>e or expense on account of exchange difference either on settlement or on translation is<br />

recognised in statement of profit and loss. Monetary Assets and liabilities denominated in foreign currencies are stated<br />

at the exchange rate prevailing on the date of the Balance Sheet.


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

28<br />

J L MORISON<br />

i) Forward Contracts:<br />

The premium or discount arising at the inception of forward exchange contracts is amortised as expense or in<strong>com</strong>e over<br />

the life of the contract. Exchange differences on such contracts are recognised in the statement of profit and loss in the<br />

year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange<br />

contracts is recognised as in<strong>com</strong>e or as expense for the year.<br />

j) Revenue Recognition:<br />

Sale of Goods<br />

Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer which<br />

normally coincides with dispatch of goods. Sales are net of returns, trade discounts, and sales tax and include excise<br />

duty.<br />

Interest<br />

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

Commission<br />

Commission is recognized when right to receive the same from principal is established on sale.<br />

Dividend<br />

Dividend In<strong>com</strong>e is recognized when right to receive the same is established.<br />

Others<br />

Subsidiary from governments, Sales Tax assessment dues, Insurance claims are accounted for when reasonable certainty<br />

of receipt is established.<br />

k) Employee Benefits:<br />

(i) Defined benefit plans<br />

Gratuity<br />

Gratuity liability is provided for on the basis of an actuarial valuation on projected unit credit method made at the<br />

end of each financial year.<br />

The Company makes annual contribution to the Employees’ Group Gratuity Scheme of the Life Insurance Corporation<br />

of India, a funded defined benefit plan for qualifying employees. The scheme provides lump sum payment to<br />

vested employees at retirement, death while in employment or on termination of employment of an amount equivalent<br />

to 15 days salary, payable for each <strong>com</strong>pleted year of service or part thereof in excess of six months. Vesting<br />

occurs upon <strong>com</strong>pletion of five years of service.<br />

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

Leave Encashment<br />

Leave Encashment liability is provided for on the basis of an actuarial valuation on projected unit credit method<br />

made at the end of each financial year.<br />

The Company allows to encash the privilege leave up to maximum of 15 days per annum from the maximum<br />

accumulated leaves of 84 days of qualifying employees. The <strong>com</strong>pany provides for unencashed portion of leave of<br />

qualified employees at each year end and the same is unfunded.<br />

(ii) Defined contribution plans<br />

These are Plans in which the <strong>com</strong>pany pays pre-defined amounts to separate funds and does not have any legal<br />

or informal obligation to pay additional sums. These <strong>com</strong>prise of contributions to the employees provident fund<br />

with the government and certain state plans like Employees State Insurance. The Company’s payments to the<br />

defined contribution plans are recognised as expenses during the period in which the employees perform the<br />

services that the payment covers.<br />

l) Taxes on In<strong>com</strong>e:<br />

In<strong>com</strong>e tax is accounted in accordance with AS-22 ‘Accounting for taxes on in<strong>com</strong>e’, issued by The Institute of Chartered<br />

Accountants of India (ICAI), which includes current taxes and deferred taxes. Deferred in<strong>com</strong>e taxes reflect the impact of<br />

the current year timing differences between taxable in<strong>com</strong>e and accounting in<strong>com</strong>e for the year and reversal of timing<br />

differences of earlier year Deferred tax assets are recognised only to the extent that there is reasonable certainty that<br />

sufficient future taxable in<strong>com</strong>e will be available except that deferred tax assets arising due to unabsorbed depreciation


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

and losses are recognised if there is virtual certainty that sufficient future taxable in<strong>com</strong>e will be available to realise the<br />

same and are recognized using the tax rates and tax laws that have been enacted or substantively enacted.<br />

Current tax is determined as the amount of tax payable in respect of taxable in<strong>com</strong>e using the applicable tax rates and<br />

tax laws for the year.<br />

MAT credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay<br />

normal in<strong>com</strong>e tax during the specified period. In the year in which the Minimum Alternative Tax (MAT) credit be<strong>com</strong>es<br />

eligible to be recognised as an asset in accordance with the re<strong>com</strong>mendations contained in Guidance Note issued by<br />

the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the statement of profit and<br />

loss and shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date and writes down<br />

the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that<br />

Company will pay normal In<strong>com</strong>e Tax during the specified period.<br />

Wealth tax is accounted in accordance with Wealth Tax Act, 1957.<br />

m) Cash & Cash Equivalent:<br />

Cash and Cash Equivalent <strong>com</strong>prises Cash, Fixed deposit and Short Term deposit which matured in less than three<br />

months.<br />

n) Borrowing Cost:<br />

Interest and other costs related to borrowing are considered as part of cost of qualifying fixed assets upto the date asset<br />

is ready for use. Other borrowing costs are charged to revenue.<br />

o) Earnings Per Share:<br />

Basic earnings per shares are calculated by dividing the net profit or loss after tax for the period attributable to equity<br />

shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating<br />

diluted earnings per share, the net profit or loss for the period attributable to the equity shareholders and the weighted<br />

average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.<br />

p) Provisions, Contingent Liabilities and Contingent Assets:<br />

A provision is made based on a reliable estimate when it is probable that an outflow of resources embodying economic<br />

benefits will be required to settle an obligation. Contingent liabilites, if material are disclosed by way of notes to accounts.<br />

Contingent assets are neither recognised nor disclosed in the financial statements.<br />

29


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

B. NOTES ON ACCOUNTS :<br />

As at<br />

As at<br />

31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong><br />

`<br />

`<br />

1 SHARE CAPITAL<br />

AUTHORISED<br />

30,00,000 Equity Shares of ` 10 each 3,00,00,000 3,00,00,000<br />

(Previous year 30,00,000 Equity Shares of ` 10 each)<br />

3,00,00,000 3,00,00,000<br />

ISSUED, SUBSCRIBED AND PAID-UP<br />

13,65,034 Equity Shares of ` 10 each, fully paid-up 1,36,50,340 1,36,50,340<br />

(Previous year 13,65,034 Equity Shares of ` 10 each, fully paid-up)<br />

a) Rights of Equity Shareholders<br />

The Company has only one class of Equity Shares having a par value of ` 10 per share. Each holder of Equity Shares is<br />

entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by<br />

the Board of Directors is subject to the approval of the share holders in the ensuing <strong>Annual</strong> General Meeting.<br />

In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the<br />

Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity<br />

Shares held by the shareholders.<br />

b) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period<br />

Particulars As at 31 st March, 20<strong>12</strong> As at 31 st March, <strong>2011</strong><br />

Equity Shares<br />

Equity Shares<br />

No. ` No. `<br />

Shares outstanding at the beginning of the year 13,65,034 1,36,50,340 13,65,034 1,36,50,340<br />

Shares Issued during the year - - - -<br />

Shares bought back during the year - - - -<br />

Shares outstanding at the end of the year 13,65,034 1,36,50,340 13,65,034 1,36,50,340<br />

c) Share held by holding/ultimate holding <strong>com</strong>pany and / or their subsidiaries / associates<br />

None of the Equity Shares are held by the holding/ ultimate holding <strong>com</strong>pany and/ or their subsidiaries / associates.<br />

d) Details of shareholders holding more than 5% shares in the Company<br />

Name of Shareholder As at 31 st March, 20<strong>12</strong> As at 31 st March, <strong>2011</strong><br />

No. of % of No. of % of<br />

Shares held Holding Shares held Holding<br />

Hindustan Composites Limited 2,72,800 19.98 2,49,349 18.27<br />

Rasoi Limited 2,48,927 18.24 2,48,927 18.24<br />

Rasoi Finance Limited 1,13,319 8.30 1,13,319 8.30<br />

Pallawi Resources Limited 94,600 6.93 94,600 6.93<br />

Surdas Trading & Mfg Co Limited 78,742 5.77 78,742 5.77<br />

e) Aggregate number of bonus shares issued, share issued for consideration other than cash and shares bought<br />

back during the period of five years immediately preceding the reporting date : Nil<br />

f) Shares reserved for issue under options : Nil<br />

30


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

31<br />

As at<br />

As at<br />

31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong><br />

`<br />

`<br />

2 RESERVES AND SURPLUS<br />

Capital Reserve 23,80,00,000 23,80,00,000<br />

23,80,00,000 23,80,00,000<br />

General Reserve 45,70,80,288 45,70,80,288<br />

45,70,80,288 45,70,80,288<br />

Surplus<br />

As per last balance sheet 40,26,172 55,29,496<br />

Add: Profit for the year 9,65,<strong>12</strong>7 83,153<br />

49,91,299 56,<strong>12</strong>,649<br />

Less : Appropriations<br />

Proposed Dividend on equity shares 13,65,034 13,65,034<br />

(amount per share ` 1 (Previous year ` 1))<br />

Corporate Dividend Tax 2,21,443 2,21,443<br />

Net surplus 34,04,822 40,26,172<br />

Total reserves and surplus 69,84,85,110 69,91,06,460<br />

3 LONG TERM BORROWINGS<br />

Secured<br />

Term Loans<br />

From banks - housing loan - 25,83,349<br />

From banks - vehicle loans - 2,66,439<br />

From others - vehicle loans 63,50,643 <strong>12</strong>,13,999<br />

Total 63,50,643 40,63,787<br />

a) Term loan from bank in respect of housing loan was taken during the financial year 2007-08 and carries interest<br />

@ 11.50% to 14.50%. The loan is repayable in 67 monthly instalments (principal plus interest) of ` 48,640/- from date of<br />

the loan. The loan is secured by hypothecation of Residential house of the Company pertaining to business.<br />

b) In the case of vehicle loan from bank is taken during the financial year 2009-10 and carries interest @ 10.14%. The loan<br />

is repayable in 36 monthly instalments (principal plus interest) of ` 23,424/- from date of the loan. The loan is secured by<br />

hypothecation of one vehicle of the Company pertaining to business.<br />

c) In the case of vehicle loans from others are taken during the financial year 2010-11 and <strong>2011</strong>-<strong>12</strong> interest @ 10.37% and<br />

8.11% which are payable in 60 and 36 monthly instalments (principal plus interest) of ` 40,262/- and ` 2,49,400/- respectively<br />

from date of the loan. The loan is secured by hypothecation of one vehicle of the Company pertaining to business.<br />

As at As at<br />

31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong><br />

`<br />

`<br />

4 DEFERRED TAX LIABILITIES (NET)<br />

Deferred tax liabilities 1,29,86,980 1,21,89,923<br />

Related to fixed assets 24,06,963 7,97,057<br />

Total Deferred tax liabilities 1,53,93,943 1,29,86,980<br />

Deferred tax assets 57,70,435 55,95,969<br />

Disallowances under In<strong>com</strong>e Tax Act, 1961 7,10,034 1,74,466<br />

Total Deferred tax assets 64,80,469 57,70,435<br />

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


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

As at As at<br />

31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong><br />

`<br />

`<br />

5 OTHER LONG TERM LIABILITIES<br />

Security deposits 35,53,300 37,64,300<br />

Total 35,53,300 37,64,300<br />

6 LONG TERM PROVISIONS<br />

Provision for employee benefits (unfunded)<br />

Leave encashment 27,01,624 11,40,327<br />

Total 27,01,624 11,40,327<br />

7 SHORT TERM BORROWINGS<br />

Secured<br />

Working capital loans from banks 6,48,15,945 8,65,89,431<br />

Unsecured<br />

Buyers credit arrangements 14,17,69,691 -<br />

Total 20,65,85,636 8,65,89,431<br />

8 TRADE PAYABLES<br />

Small and Medium Enterprises - -<br />

Others 19,84,72,701 23,45,94,268<br />

Total 19,84,72,701 23,45,94,268<br />

9 OTHER CURRENT LIABILITIES<br />

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

Interest accrued but not due on borrowings 15,45,585 14,27,898<br />

Bank overdraft 4,85,357 4,99,500<br />

Unpaid dividends 2,82,783 3,43,806<br />

Salary and reimbursements 83,71,<strong>12</strong>6 83,76,693<br />

Contribution to provident fund 8,38,605 8,59,435<br />

Advance received from customers 35,69,225 1,78,05,116<br />

Advance against properties 1,89,00,000 -<br />

Statutory dues 83,13,175 59,49,628<br />

Other payables 2,15,74,080 1,89,68,452<br />

Total 6,71,25,742 6,01,77,147<br />

10 SHORT TERM PROVISIONS<br />

Provision for leave encashment 9,00,542 3,80,109<br />

Proposed dividend 13,65,034 13,65,034<br />

Provision for corporate dividend tax 2,21,443 2,21,443<br />

Total 24,87,019 19,66,586<br />

32


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

33<br />

J L MORISON<br />

11 FIXED ASSETS Amount in `<br />

Particulars Gross Block Depreciation Net Block<br />

Tangible Assets<br />

As on Additions Deductions As on As on For the Deductions/ As on As on As on<br />

1 st April, 31 st March, 1 st April, year Adjustment 31 st March, 31 st March, 31 st March,<br />

<strong>2011</strong> 20<strong>12</strong> <strong>2011</strong> 20<strong>12</strong> 20<strong>12</strong> <strong>2011</strong><br />

Land (Freehold) 1,13,731 - - 1,13,731 - - - 1,13,731 1,13,731<br />

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

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

Office Premises & 15,14,52,769 4,81,350 72,22,522 14,47,11,596 1,07,55,061 24,63,271 3,08,373 1,29,09,959 13,18,01,637 14,06,97,708<br />

Residential flats<br />

(Freehold )**<br />

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

and Equipment<br />

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

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

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

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

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

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

*Amortised over lease period ** includes cost of shares of society<br />

As at As at<br />

31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong><br />

`<br />

`<br />

<strong>12</strong> NON CURRENT INVESTMENTS<br />

Trade Investments<br />

Equity instruments 22,13,57,563 23,51,63,363<br />

Total 22,13,57,563 23,51,63,363<br />

Details of Trade Investments<br />

Particulars Face Value No. of Shares Quoted / Partly Paid / Amount in ` Basis of<br />

in ` Unquoted Fully paid Valuation<br />

31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong> 31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong><br />

Casil Healthcare Limited 10/- 100 100 Quoted Fully Paid 2,335 2,335 at cost<br />

GlaxoSmithKline Consumer Healthcare Limited 10/- 70 70 Quoted Fully Paid 4,200 4,200 at cost<br />

Hindustan Unilever Limited 1/- 1,593 1,593 Quoted Fully Paid 24,263 24,263 at cost<br />

Rasoi Limited 10/- 3,60,062 3,60,062 Quoted Fully Paid 8,36,65,727 8,36,65,727 at cost<br />

Hindustan Composites Limited 10/- 3,69,234 3,69,234 Quoted Fully Paid <strong>12</strong>,60,81,038 <strong>12</strong>,60,81,038 at cost<br />

Aggregate amount of quoted investments (A) 20,97,77,563 20,97,77,563<br />

(Market value ` 30,64,43,801/-<br />

previous year ` 29,06,59,115/-)<br />

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

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

Leaders Healthcare Limited 10/- 1,92,500 1,92,500 Unquoted Fully Paid 1,15,50,000 1,15,50,000 at cost<br />

Rasoi Express Private Limited 10/- - 15,000 Unquoted Fully Paid - 1,50,000 at cost<br />

Mode Enterprises Private Limited 10/- - 4,900 Unquoted Fully Paid - 49,000 at cost<br />

Looklink Finance Limited 10/- - 2,72,000 Unquoted Fully Paid - 1,36,06,800 at cost<br />

Aggregate amount of unquoted investments (B) 1,15,80,000 2,53,85,800<br />

Total (A)+(B) 22,13,57,563 23,51,63,363


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

As at As at<br />

31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong><br />

`<br />

`<br />

13 LONG TERM LOANS AND ADVANCES<br />

Unsecured, considered good<br />

Security deposits 5,27,<strong>12</strong>,957 <strong>12</strong>,26,76,218<br />

Other loans and advances 19,99,193 22,74,941<br />

Other loans and advances<br />

Loans and advances to employees 9,75,000 6,75,000<br />

Sales tax deposits 4,20,570 4,20,570<br />

Balances with central excise 4,82,984 4,82,984<br />

Total 5,65,90,704 <strong>12</strong>,65,29,713<br />

14 CURRENT INVESTMENTS<br />

Investments in Mutual Funds - 2,11,74,138<br />

Total - 2,11,74,138<br />

Details of Investments in Mutual Funds<br />

Particulars No. of Shares Quoted / Partly Paid / Amount in ` Basis of<br />

Unquoted Fully paid Valuation<br />

31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong> 31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong><br />

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

HDFC Cash Management Fund - Treasury - 30,172 Quoted Fully paid - 3,02,669 at cost<br />

Advantage Plan<br />

Total - 2,11,74,138<br />

15 INVENTORIES<br />

(As taken, valued and certified by the Management)<br />

Stock-in-trade - finished goods 17,71,77,631 <strong>12</strong>,71,31,488<br />

(Including in transit ` 4,88,53,070 (previous year ` 2,24,47,181))<br />

Total 17,71,77,631 <strong>12</strong>,71,31,488<br />

16 TRADE RECEIVABLES<br />

Unsecured, considered good<br />

Outstanding over six months from the date they are due for payment 54,87,339 1,51,70,304<br />

Others 29,15,83,647 30,85,01,314<br />

Total 29,70,70,986 32,36,71,618<br />

17 CASH AND CASH EQUIVALENTS<br />

Balances with Banks<br />

In Dividend Accounts 2,82,783 2,83,506<br />

In Margin money 2,63,53,679 1,52,03,784<br />

In Current Accounts 3,90,50,493 1,34,52,700<br />

In Fixed Deposits 5,05,11,318 14,52,086<br />

Cash in hand 10,40,070 11,66,244<br />

Total 11,72,38,343 3,15,58,320<br />

34


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

As at As at<br />

31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong><br />

`<br />

`<br />

18 SHORT-TERM LOANS AND ADVANCES<br />

Secured, considered good<br />

Inter corporate deposit 10,00,00,000 -<br />

Unsecured, considered good<br />

Advance in<strong>com</strong>e tax(net of provision for taxation) 1,98,02,509 2,58,79,396<br />

Prepaid expenses 42,54,780 18,20,491<br />

Loans and advances to employees 23,06,414 27,88,547<br />

Advance from suppliers 64,15,998 95,27,560<br />

Balances with statutory / government authority 59,74,768 48,52,574<br />

Advance recoverable in cash or kind 27,353 11,27,206<br />

Total 13,87,81,822 4,59,95,774<br />

19 OTHER CURRENT ASSETS<br />

Interest accrued on investments 19,97,416 46,63,913<br />

Interest accrued on inter corporate / other deposits 1,66,438 -<br />

Total 21,63,854 46,63,913<br />

35<br />

For the year ended For the year ended<br />

31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong><br />

`<br />

`<br />

20 REVENUE FROM OPERATIONS<br />

Net Sales<br />

Sale of products 1,04,98,35,536 97,66,50,663<br />

1,04,98,35,536 97,66,50,663<br />

Other operating revenue<br />

Commission 42,79,998 34,71,790<br />

Sales tax deferred loan written back - 2,26,42,498<br />

Excess provision for depreciation - 4,30,866<br />

Miscellaneous In<strong>com</strong>e 4,540 3,38,184<br />

Total 1,05,41,20,074 1,00,35,34,001<br />

21 OTHER INCOME<br />

Dividend<br />

From long term investments 16,56,325 40,66,507<br />

From current investments 3,33,632 2,17,708<br />

Interest in<strong>com</strong>e 1,66,30,087 67,79,496<br />

Rent 14,27,233 3,45,300<br />

Total 2,00,47,277 1,14,09,011<br />

22 CHANGES IN INVENTORIES OF STOCK-IN-TRADE<br />

Opening Stock<br />

Stock-in-trade <strong>12</strong>,71,31,488 <strong>12</strong>,52,40,997<br />

<strong>12</strong>,71,31,488 <strong>12</strong>,52,40,997<br />

Closing Stock<br />

Stock-in-trade 17,71,77,631 <strong>12</strong>,71,31,488<br />

17,71,77,631 <strong>12</strong>,71,31,488<br />

Total (5,00,46,143) (18,90,491)


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

For the year ended For the year ended<br />

31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong><br />

`<br />

`<br />

23 EMPLOYEE BENEFITS EXPENSE<br />

Salaries, wages and bonus 7,74,06,534 6,44,31,893<br />

Contributions to -<br />

Provident fund and other funds 58,11,987 49,40,762<br />

Gratuity fund contributions 10,16,469 2,36,960<br />

Leave encashment 40,51,307 11,20,708<br />

Staff welfare expenses 32,69,383 32,45,301<br />

Total 9,15,55,680 7,39,75,624<br />

24 FINANCE COSTS<br />

Interest expense 50,86,819 1,00,27,669<br />

Bank charges and other borrowing costs 70,72,348 49,87,956<br />

Total 1,21,59,167 1,50,15,625<br />

25 OTHER EXPENSES<br />

Rent 36,06,403 28,13,426<br />

Repairs and maintenance:<br />

Machinery and Building 15,79,971 5,85,615<br />

Others 26,76,844 25,47,599<br />

Power and fuel charges 15,29,786 13,49,143<br />

Insurance 26,85,860 25,41,553<br />

Rates and Taxes 26,81,785 14,23,601<br />

Travelling and Conveyance expenses 3,23,94,033 2,75,61,356<br />

Legal and Professional fees 82,19,603 1,16,42,846<br />

Freight and Forwarding expenses 1,52,88,101 1,39,83,296<br />

Clearing and Forwarding expenses 1,99,55,495 1,72,40,179<br />

Advertising and Sales Promotion expenses 5,90,46,656 5,74,61,154<br />

Commission (other than sole selling agent) 60,93,177 39,26,311<br />

Exchange fluctuation 3,41,78,469 (60,04,688)<br />

Loss on sale of investment 1,08,86,800 -<br />

Loss on sale of fixed assets 7,33,074 4,93,149<br />

Miscellaneous expenses 1,29,<strong>12</strong>,588 1,98,92,397<br />

Total 21,44,68,645 15,74,56,937<br />

26 CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF<br />

Particulars As at As at<br />

31 st March, 20<strong>12</strong> (`) 31 st March, <strong>2011</strong> (`)<br />

Guarantee given on behalf of body corporate 23,00,000 23,00,000<br />

In<strong>com</strong>e tax 1,73,33,543 2,77,39,305<br />

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

36


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

27 AUDITORS REMUNERATION<br />

Particulars For the year ended For the year ended<br />

31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong><br />

`<br />

`<br />

Statutory audit fees (including service tax) 4,38,204 3,30,900<br />

Certification work (including service tax) 2,54,720 2,20,600<br />

Out-of-pocket expenses 34,581 10,669<br />

Total 7,27,505 5,62,169<br />

28 RETIREMENT BENEFIT<br />

A) Defined Benefit Plans<br />

The following table sets out the funded status of the gratuity plan and unfunded status of Leave Encashment and the<br />

amounts recognized in the Company’s financial statements as at 31 st March, 20<strong>12</strong><br />

a) Gratuity Fund (Funded)<br />

Particulars As at As at<br />

31 st March, 20<strong>12</strong> (`) 31 st March, <strong>2011</strong> (`)<br />

i) Changes in benefit obligation:<br />

Projected benefit obligations, beginning 44,63,280 39,40,907<br />

of the year (1 st April, <strong>2011</strong>)<br />

Interest cost 3,57,062 2,95,568<br />

Service cost <strong>12</strong>,15,414 10,52,315<br />

Benefits paid (7,57,948) (88,844)<br />

Actuarial (gain) / loss (1,53,773) (7,36,666)<br />

Projected benefit obligation, end of the year 51,24,035 44,63,280<br />

ii) Change in plan assets:<br />

Fair value of the plan assets, beginning of the year (1 st April, <strong>2011</strong>) 48,10,504 34,41,438<br />

Actual return on plan assets 4,02,234 3,74,257<br />

Employers’ contribution 13,36,669 10,93,003<br />

Benefits paid (7,57,948) (88,844)<br />

Fair value of plan assets at the end of the year 57,91,459 50,94,101<br />

Bank balance - -<br />

Total fair value of plan assets at the end of the year 57,91,459 50,94,101<br />

Excess of obligation over plan assets (6,67,424) (6,30,821)<br />

Accrued liability (6,67,424) (6,30,821)<br />

iii)Reconciliation of fair value of assets and obligations:<br />

Present value of the obligation 51,24,035 44,63,280<br />

Fair value of plan assets 57,91,459 50,94,101<br />

Un-funded liability / (assets) (6,67,424) (6,30,821)<br />

Old outstanding liability related to previous year - -<br />

Unrecognized actuarial gains/losses - -<br />

Un-funded liability / (assets) recognized in balance sheet (6,67,424) (6,30,821)<br />

iv)Expenses recognised during the year:<br />

Service cost <strong>12</strong>,15,414 10,52,315<br />

Interest on defined benefit obligation 3,57,062 2,95,568<br />

Actual return on plan assets (4,02,234) (3,74,257)<br />

Net actuarial (gain)/loss recognised in the year (1,53,773) (7,36,666)<br />

Net gratuity 10,16,469 2,36,960<br />

37


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

v) Investment details:<br />

Particulars<br />

% invested<br />

L. I. C Group Gratuity Policy 100%<br />

vi)<br />

vii)<br />

Actuarial assumptions:<br />

Particulars As at As at<br />

31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong><br />

Mortality table (L.I.C) 1994-96 (Ultimate) 1994-96 (Ultimate)<br />

Retirement age 58 years 58 years<br />

Withdrawal rates 1.00% per annum 1.00% per annum<br />

Future salary rise 5.00% per annum 5.00% per annum<br />

Rate of discounting 8.00% per annum 7.50% per annum<br />

Rate of increase in <strong>com</strong>pensation level 5.00% per annum 5.00% per annum<br />

Amounts for the current and previous four years are as follows:<br />

Benefit 31 st March, 31 st March, 31 st March, 31 st March, 31 st March,<br />

20<strong>12</strong> (`) <strong>2011</strong> (`) 2010 (`) 2009 (`) 2008 (`)<br />

Defined benefit obligation 51,24,035 44,63,280 39,40,907 31,20,131 32,61,980<br />

Plan assets (including bank balance) 57,91,459 50,94,101 37,11,6<strong>12</strong> 27,19,130 30,77,947<br />

(Surplus) / Deficit (6,67,424) (6,30,821) 6,92,911 9,05,807 1,84,033<br />

Experience adjustments on 1,53,773 (7,36,666) 70,257 4,44,807 (2,65,881)<br />

Plan liabilities loss / ( gain)<br />

Experience on plan assets 17,394 1,16,149 76,872 40,445 30,798<br />

b) Leave encashment<br />

Net expenses recognised during the year is ` 40,51,307/- (Previous Year ` 11,20,708/-)<br />

B) Define contribution plan<br />

The Company has recognised the following amount in statement of profit and loss which are included under contribution to<br />

provident and other funds<br />

Particulars For the year ended For the year ended<br />

31 st March, 20<strong>12</strong> (`) 31 st March, <strong>2011</strong> (`)<br />

a) Provident Fund<br />

Employers contribution to Provident fund 27,34,670 24,13,465<br />

Employers contribution to Pension Scheme 18,60,531 15,52,809<br />

b) Employee State Insurance Corporation (ESIC)<br />

Employers contribution to ESIC 11,03,043 8,78,977<br />

29 SEGMENT REPORTING<br />

As the Company’s business activity fall within a single primary business segment viz FMCG products and its operation are within<br />

India, the disclosure requirement of Accounting Standard – 17 “Segment <strong>Report</strong>ing notified in Companies (Accounting Standards)<br />

Rules 2006 are not applicable.<br />

30 RELATED PARTY DISCLOSURES<br />

Related party disclosures, as required by Accounting Standard 18 - “Related Party Disclosures” issued by the Institute of Chartered<br />

Accountants of India, are given below:<br />

A) Names of related parties and description of relationship:<br />

a) Associates with whom transactions have been entered during the year in the ordinary course of the business:<br />

Rasoi Limited<br />

Hindustan Composites Limited<br />

Mode Enterprises Private Limited<br />

Looklink Finance Limited<br />

Pallawi Resources Limited<br />

Surdas Trading & Mfg. Co. Limited<br />

Pallawi Trading & Mfg. Co. Limited<br />

Axon Trading & Mfg. Co. Limited<br />

Lotus Udyog Limited<br />

Goodpoint Advisory Services and Investments Limited<br />

Noble Trading Company Limited<br />

Silver Trading & Services Limited<br />

38


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

39<br />

J L MORISON<br />

b) Key management Personnel (KMP) and Relatives of KMP<br />

Mr. Raghu Mody - Chairman<br />

Mr. Varunn Mody - Director<br />

Lt. Gen. (Retd.) K. S. Brar - Director<br />

Mr. Atul Tandan - Director<br />

Mr. Shamsunder Aggarwal - Director<br />

Mr. Sanjay Kothari - Director<br />

M/s Manoj Mody Foundation - (Mr. Raghu Mody - Trustee)<br />

M/s JLM Employees Trust - (Mr. Raghu Mody and Mr. Varunn Mody - Trustees)<br />

B) Related Party Transactions (Amount in `)<br />

Particulars Key Management Personnel Associates / Relatives of Total<br />

(KMP)<br />

KMP have significant influence<br />

Year ended on Year ended on Year ended on<br />

31 st March, 31 st March, 31 st March, 31 st March, 31 st March, 31 st March,<br />

20<strong>12</strong> <strong>2011</strong> 20<strong>12</strong> <strong>2011</strong> 20<strong>12</strong> <strong>2011</strong><br />

Loan given / (Received back)<br />

Rasoi Limited - - 2,10,00,000 - 2,10,00,000 -<br />

Rasoi Limited - - (2,10,00,000) - (2,10,00,000) -<br />

Total - - - - - -<br />

Loan taken / (Repaid back)<br />

Hindustan Composites Limited - - 8,50,00,000 8,00,00,000 8,50,00,000 8,00,00,000<br />

Hindustan Composites Limited - - (8,50,00,000) (8,00,00,000) (8,50,00,000) (8,00,00,000)<br />

Rasoi Limited - - 70,00,000 - 70,00,000 -<br />

Rasoi Limited - - ( 70,00,000) - (70,00,000) -<br />

Total - - - - - -<br />

Deposit given / (Received back)<br />

Rasoi Limited - - 5,00,00,000 - 5,00,00,000 -<br />

Rasoi Limited - - ( 7,00,00,000) - ( 7,00,00,000) -<br />

Total - - (2,00,00,000) - (2,00,00,000) -<br />

Sale (Including other<br />

related in<strong>com</strong>e)<br />

Rasoi Limited - Oil - - 25,30,73,139 31,26,74,646 25,30,73,139 31,26,74,646<br />

Rasoi Limited - FMCG Products - - 29,756 - 29,756 -<br />

Total - - 25,31,02,895 31,26,74,646 25,31,02,895 31,26,74,646<br />

Rent received from<br />

Hindustan Composites Limited - - <strong>12</strong>,81,975 1,29,300 <strong>12</strong>,81,975 1,29,300<br />

Manoj Mody Foundation - - 37,258 - 37,258 -<br />

Mode Enterprises Private Limited - - 72,000 72,000 72,000 72,000<br />

Total - - 13,91,233 2,01,300 13,91,233 2,01,300<br />

Rent paid to<br />

Rasoi Limited – Rent - - 2,67,253 3,00,000 2,67,253 3,00,000<br />

Silver Trading & Services Limited - - 60,000 1,20,000 60,000 1,20,000<br />

Pallawi Resources Limited - - 23,002 36,804 23,002 36,804<br />

Rasoi Limited – Service - - 27,528 - 27,528 -<br />

Tax on Rent<br />

Pallawi Resources Limited – - - 2,371 3,792 2,371 3,792<br />

Service Tax on Rent<br />

Total - - 3,80,154 4,60,596 3,80,154 4,60,596<br />

Service charges paid to<br />

Axon Trading & Mfg. Co. Limited - - 1,35,000 1,80,000 1,35,000 1,80,000<br />

Total - - 1,35,000 1,80,000 1,35,000 1,80,000


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

Particulars Key Management Personnel Associates / Relatives of Total<br />

(KMP)<br />

KMP have significant influence<br />

Year ended on Year ended on Year ended on<br />

31 st March, 31 st March, 31 st March, 31 st March, 31 st March, 31 st March,<br />

20<strong>12</strong> <strong>2011</strong> 20<strong>12</strong> <strong>2011</strong> 20<strong>12</strong> <strong>2011</strong><br />

Interest received from<br />

Rasoi Limited - - 4,97,310 1,99,291 4,97,310 1,99,291<br />

Pallawi Resources Limited - - - 3,84,789 - 3,84,789<br />

Goodpoint Advisory Services - - - 24,09,914 - 24,09,914<br />

and Investments Limited<br />

Total - - 4,97,310 29,93,994 4,97,310 29,93,994<br />

Interest paid to<br />

Hindustan Composites Limited - - 5,52,192 29,08,913 5,52,192 29,08,913<br />

Rasoi Limited - - 6,904 - 6,904 -<br />

Total - - 5,59,096 29,08,913 5,59,096 29,08,913<br />

Reimbursement of expense from<br />

Hindustan Composites Limited - - - 4,66,623 - 4,66,623<br />

Total - - - 4,66,623 - 4,66,623<br />

Remuneration<br />

Mr. Varunn Mody - 17,73,572 - - - 17,73,572<br />

Total - 17,73,572 - - 17,73,572<br />

Director sitting fee<br />

Mr. Raghu Mody 22,000 17,000 - - 22,000 17,000<br />

Mr. Varunn Mody 25,000 10,000 - - 25,000 10,000<br />

Other Directors 1,76,000 81,000 - - 1,76,000 81,000<br />

Total 2,23,000 1,08,000 - - 2,23,000 1,08,000<br />

Dividend received from<br />

Rasoi Limited - - 9,00,155 3,60,062 9,00,155 3,60,062<br />

Hindustan Composites Limited - - 7,38,468 36,92,340 7,38,468 36,92,340<br />

Total - - 16,38,623 40,52,402 16,38,623 40,52,402<br />

Dividend paid to<br />

Rasoi Limited - - 2,48,927 2,48,927 2,48,927 2,48,927<br />

Hindustan Composites Limited - - 2,49,349 2,49,349 2,49,349 2,49,349<br />

Looklink Finance Limited - - 1,13,319 1,13,319 1,13,319 1,13,319<br />

Pallawi Resources Limited - - 94,600 94,600 94,600 94,600<br />

Surdas Trading & Mfg. Co. Limited - - 78,742 78,742 78,742 78,742<br />

Pallawi Trading & Mfg. Co. Limited - - 30,000 30,000 30,000 30,000<br />

Axon Trading & Mfg. Co. Limited - - 20,490 20,490 20,490 20,490<br />

Lotus Udyog Limited - - 18,400 18,400 18,400 18,400<br />

Goodpoint Advisory Serv. and Inv. Ltd. - - 14,000 14,000 14,000 14,000<br />

Noble Trading Company Limited - - 8,866 8,866 8,866 8,866<br />

Silver Trading & Services Limited - - 5,736 5,736 5,736 5,736<br />

Raghu Mody 250 250 - - 250 250<br />

Varunn Mody 135 135 - - 135 135<br />

JLM Employee Trust 25,200 25,200 25,200 25,200<br />

Total 385 385 9,07,629 9,07,629 9,08,014 9,08,014<br />

40


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

C) Outstanding Balance as on 31 st March, 20<strong>12</strong> (Amount in `)<br />

Particulars Key Management Personnel Associates / Relatives of Total<br />

(KMP)<br />

KMP have significant influence<br />

Year ended on Year ended on Year ended on<br />

31 st March, 31 st March, 31 st March, 31 st March, 31 st March, 31 st March,<br />

20<strong>12</strong> <strong>2011</strong> 20<strong>12</strong> <strong>2011</strong> 20<strong>12</strong> <strong>2011</strong><br />

Deposit given<br />

Rasoi Limited - - 5,00,00,000 7,00,00,000 5,00,00,000 7,00,00,000<br />

Pallawi Resources Limited - - - 5,00,00,000 - 5,00,00,000<br />

Deposit received<br />

Mode Enterprises Private Limited - - 66,000 - 66,000 -<br />

Sundry debtors<br />

Rasoi Limited - - 19,53,16,587 19,39,83,106 19,53,16,587 19,39,83,106<br />

Loan Given<br />

Pallawi Resources Limited - - - 30,02,400 - 30,02,400<br />

Interest receivable<br />

Rasoi Limited - - 3,22,899 - 3,22,899 -<br />

Rent payable<br />

Rasoi Limited - - - 30,000 - 30,000<br />

Investment in<br />

Rasoi Limited - - 8,36,65,727 8,36,65,727 8,36,65,727 8,36,65,727<br />

Hindustan Composites Limited - - <strong>12</strong>,60,81,038 <strong>12</strong>,60,81,038 <strong>12</strong>,60,81,038 <strong>12</strong>,60,81,038<br />

Details of loan and advances as per clause 32 of Listing Agreement<br />

Name of the party Balance as at Maximum<br />

31 st March, 20<strong>12</strong> (`) balance (`)<br />

Loan given<br />

Pallawi Resources Limited - 30,02,400<br />

Rasoi Limited - 2,10,00,000<br />

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

written off / back.<br />

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

31 EARNINGS PER SHARE<br />

Earnings Per Share, as required by Accounting Standard 20 - “Earnings Per Share” issued by the Institute of Chartered<br />

Accountants of India, is given below:<br />

Earnings Per Share is calculated by dividing the profit attributable to the Equity shareholders by the weighted average number<br />

of equity shares outstanding during the year. The net profit considered for calculation of EPS is as follows:<br />

Particulars For the year ended For the year ended<br />

31 st March, 20<strong>12</strong> (`) 31 st March, <strong>2011</strong> (`)<br />

Profit after taxation as per statement of profit and loss 9,65,<strong>12</strong>7 83,153<br />

Net profit for calculation of basic / diluted EPS 9,65,<strong>12</strong>7 83,153<br />

Weighted average number of equity shares outstanding 13,65,034 13,65,034<br />

Basic & diluted earnings per share (Face value ` 10 per share) 0.71 0.06<br />

41


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

32 Provision for current tax include ` 1,40,267 (previous year ` 1,18,853) in respect of wealth tax.<br />

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

34 PURCHASE OF STOCK IN TRADE<br />

Particulars For the year ended For the year ended<br />

31 st March, 20<strong>12</strong> (`) 31 st March, <strong>2011</strong> (`)<br />

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

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

Edible oil – bulk 21,89,10,243 31,69,90,894<br />

Total 79,46,68,450 76,<strong>12</strong>,29,845<br />

35 VALUE OF IMPORTS ON CIF BASIS<br />

Particulars For the year ended For the year ended<br />

31 st March, 20<strong>12</strong> (`) 31 st March, <strong>2011</strong> (`)<br />

Trading<br />

Edible oil – bulk 20,80,68,022 31,<strong>12</strong>,97,738<br />

Personal and health care 21,87,69,141 13,92,51,294<br />

36 EXPENDITURE IN FOREIGN CURRENCY<br />

Travelling 5,93,672 3,50,809<br />

Other expenses 48,35,657 38,17,062<br />

37 FOREIGN CURRENCY EXPOSURE<br />

Particulars Currency Non – Hedged Hedged<br />

31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong> 31 st March, 20<strong>12</strong> 31 st March, <strong>2011</strong><br />

Creditors USD 31,75,063.11 43,15,888.00 21,65,149.18 -<br />

JPY 6,<strong>12</strong>,56,179.00 1,75,05,000.00 - -<br />

GBP - 4,641.00 - -<br />

HKD 3,44,852.02 1,82,249.00 - -<br />

Advance to creditors USD 4,686.94 5,014.00 - -<br />

38 As notified by Ministry of Corporate Affairs, Revised Schedule VI under the Companies Act, 1956 is applicable to the Financial<br />

Statements for the financial year <strong>com</strong>mencing on or after 1 st April, <strong>2011</strong>. Accordingly, the financial statements for the year<br />

ended 31 st March, 20<strong>12</strong> are prepared in accordance with the Revised Schedule VI. The amounts and disclosures included in<br />

the financial statements of the previous year have been reclassified to conform to the requirements of Revised Schedule VI.<br />

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

Signatures to Notes 1 to 39 which form an integral part of the financial statements.<br />

For and on behalf of the Board of Directors<br />

Raghu Mody<br />

Varunn Mody<br />

Chairman Director<br />

Sanjay Kothari<br />

Atul Tandan<br />

Director Director<br />

Place : Mumbai<br />

Date : 18 th May, 20<strong>12</strong><br />

42<br />

Sohan Sarda<br />

GM - Finance & Manager


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

J L MORISON<br />

Dear Sir / Madam,<br />

The Ministry of Corporate Affairs, vide its Circular nos. 17/<strong>2011</strong> dated 21 st April <strong>2011</strong> and 18/<strong>2011</strong> dated 29 th April <strong>2011</strong> has taken a<br />

“Green Initiative” by allowing paperless <strong>com</strong>pliances by the <strong>com</strong>panies to serve the requisite documents to its members vide e-<br />

mode, in pursuance to Section 53 of the Companies Act, 1956. Accordingly, the Company shall be required to update its database<br />

by incorporating your designated e-mail ID in its records.<br />

You are thus requested to kindly submit your e-mail ID vide the e-mail updation form attached with this note. The same could be<br />

done by filling up and signing at the appropriate place in the said form and by returning this letter by post or by sending scan copy<br />

through e-mail at investors@jlmorison.<strong>com</strong><br />

This e-mail ID provided shall be updated subject to successful verification of your signatures as per record available with the RTA of<br />

the Company.<br />

Thanking you,<br />

Yours faithfully,<br />

For J. L. Morison (India) Limited<br />

Sohan Sarda<br />

GM - Finance & Manager<br />

43


ANNUAL REPORT <strong>2011</strong>-<strong>12</strong><br />

Dated ________________<br />

J L MORISON<br />

The GM - Finance & Manager,<br />

J. L. Morison (India) Limited<br />

“CRYSTAL”, 79, Dr. Annie Besant Road,<br />

Worli, Mumbai - 400 018.<br />

Sub : E-mail updation<br />

Dear Sir,<br />

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

Name of the sole / Joint holder(s)<br />

Father’s / Husband’s Name<br />

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

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

E-mail ID : ___________________________________________________________<br />

I/we hereby declare that the particulars given hereinabove are true, correct and <strong>com</strong>plete. I/we hereby undertake to promptly inform<br />

J. L. Morison (India) Limited of any changes to the information provided hereinabove.<br />

You are requested to please update the same in your records.<br />

Thanking you,<br />

Yours truly,<br />

Sole / First holder Second holder Third holder<br />

(Specimen as registered with the Company)<br />

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

i) by post; or<br />

ii) by way of a scan copy through e-mail at investors@jlmorison.<strong>com</strong><br />

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

& &<br />

TEAR HERE<br />

44


& &<br />

TEAR HERE<br />

Regd. Folio No.<br />

Client ID / DP ID<br />

No. of Shares held<br />

J. L. Morison (India) Limited<br />

Regd. Off. : ‘Rasoi Court’, 20, Sir R.N. Mukherjee Road, Kolkata - 700 001<br />

(To be <strong>com</strong>pleted and presented at the Entrance)<br />

ATTENDANCE SLIP<br />

Name<br />

(of the attending<br />

Member or Proxy) (IN BLOCK LETTERS), I hereby record my presence at 77 th ANNUAL GENERAL MEETING of the Company, to<br />

be held on Thursday, the 13 th day of September, 20<strong>12</strong> at 11.00 am at Kala Kunj, 48, Shakespeare Sarani, Kolkata – 700 017.<br />

Member’s/Proxy’s Signature<br />

Notes:<br />

1. Interested Joint Members may obtain Attendance Slips from the Registered Office of the Company.<br />

2. Members’ / Joint Members’ Proxies are requested to bring the Attendance Slips with them. Duplicate slips will not be issued at<br />

the venue.<br />

TEAR HERE<br />

&<br />

Regd. Folio No.<br />

Client ID / D.P. ID<br />

No. of Shares held<br />

J. L. Morison (India) Limited<br />

Regd. Off. : ‘Rasoi Court’, 20, Sir R.N. Mukherjee Road, Kolkata - 700 001<br />

PROXY FORM<br />

I/We of being a Member /<br />

Members of J. L. Morison (India) Limited hereby appoint of<br />

or failing him<br />

of<br />

as my/our proxy to vote for me/us, on my /our behalf at the 77 th ANNUAL GENERAL MEETING of the Company, to be held on<br />

Thursday, the 13 th day of September, 20<strong>12</strong> at 11.00 a.m. at Kala Kunj, 48, Shakespeare Sarani, Kolkata – 700 017 or any adjournment<br />

thereof.<br />

Signed on day of 20<strong>12</strong><br />

Signature of member<br />

Notes: This form must be deposited at the Registered Office of the Company not later than 48 hours before the time of <strong>Annual</strong><br />

General Meeting.<br />

&<br />

Affix<br />

15 paise<br />

Revenue<br />

Stamp

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