Annual Report 2011-12 - Moneycontrol.com
Annual Report 2011-12 - Moneycontrol.com
Annual Report 2011-12 - Moneycontrol.com
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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