Directors Report of J L Morison (India) Ltd.

Mar 31, 2018

DIRECTORS'' REPORT

To the Members,

J. L. Morison (India) Limited

Your Directors feel pleasure in presenting 83rd Annual Report of your Company comprising the Audited Financial Statements for the year ended 31st March, 2018.

1. FINANCIAL HIGHLIGHTS:

			(Rs. in lacs)
Sr. No.	Particulars	Current Year ended on 31st March, 2018	Previous Year ended on 31st March, 2017
1.	Total Revenue (net)	9,353.15	7,998.42
2.	Profit before Finance Cost, Depreciation & Amortization expenses and Tax	1,213.82	218.70
3.	Less: Finance Cost	5.46	5.80
4.	Less: Depreciation and Amortization expenses	135.51	146.74
5.	Profit before exceptional items and tax	1,072.85	66.16
6.	Provision for tax	108.59	(122.35)
7.	Profit after tax	964.26	188.51
8.	Other Comprehensive lncome/(Loss) (Net of tax)	(1,217.11)	5,591.97
9	Total Comprehensive lncome/(Loss)	(252.85)	5,780.48

2. ADOPTION OF IND AS:

The Company has adopted the Indian Accounting Standard (''Ind AS'') w.e.f. 1st April, 2017 with a transition date of 1st April 2016. The above financial statements have been prepared in accordance with the recognition and measurement principles stated therein and as prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and the other accounting principles generally accepted in India. Accordingly, the previous year figures are recasted/reclassified to make them Ind AS compliant.

3. DIVIDEND & RESERVES:

Your Directors have pleasure in recommending payment of dividend of Re. 1/- being 10% on face value of Equity Share of Rs. 10/- each. This will absorb total cash outflow of Rs. 16.43 lacs (previous year Rs. 16.43 lacs) including Corporate Dividend Distribution Tax of Rs. 2.78 lacs (previous year Rs. 2.78 lacs). During the year the Company has not transferred any amount to General Reserve.

4. PERFORMANCE:

The Company has reported total revenue of Rs. 8,608.65 lacs, representing a growth of 12% over the previous year. This was achieved despite challenging market conditions.

Profit Before Tax was Rs. 1,072.85 lacs and net profit was Rs. 964.26 lacs after provision for tax of Rs. 108.59 lacs.

Other Comprehensive Loss (OCL) (Net of tax) was Rs. 1,217.11 lacs, as against Profit of Rs. 5,591.97 lacs in the previous year. The total Comprehensive Loss for the year was Rs.252.85 lacs, as against Income of Rs. 5,780.48 lacs in the previous year.

The Indian economy performed well during 2017-18 with a GDP growth of about 7%, despite of much awaited indirect taxation reform of Goods and Service Tax (GST).

In last financial year the 3 divisions were merged so as to generate synergies of operation and cost saving in the long term. The performance of the Company was good considering the competition and GST implementation which is clearly evident from the above results.

The Company continues to explore newer opportunities including launch of new products in the own brands. However, there were no changes in the nature of business of the Company during the year under review.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

6. SHARE CAPITAL OF THE COMPANY:

The paid up equity share capital of your Company is Rs. 1,36,50,340/- (Rupees One Crore Thirty Six Lacs Fifty Thousand Three Hundred Forty only) divided into 13,65,034 Equity Shares of Rs. 10/- (Rupee Ten) each.

7. SUBIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company did not have any subsidiary, joint venture or associate company during the financial year.

8. EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as "Annexure A".

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Sakshi Mody (DIN: 06518139), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment and your Board recommends her re-appointment.

b) Appointment:

The Board of Directors of the Company appointed Ms. Sonal Naik as a Company Secretary and Compliance Officer of the Company w.e.f. 26th April, 2018 upon resignation of Ms. Karishma Patel w.e.f. closing working hours of 3rd March, 2018.

Pursuant to provisions of Section 149 of the Companies Act, 2013 and applicable rules made thereunder, the members of the Company in their 79th Annual General Meeting appointed Mr. Sanjay Kothari (DIN: 00258316) as an Independent Director of the Company for the period of five years i.e. from 1st April, 2014 to 31st March, 2019.

According to the provisions of Section 149(10) read with Schedule IV of the Companies Act, 2013 (the Act) an Independent Director shall hold office for a term of upto five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing a special resolution by the Company for another term of upto five consecutive years on the Board of a Company.

In line with the aforesaid provisions of the Act and in view of long, rich experience, continued valuable guidance to the management and strong performance of Mr. Sanjay Kothari at Board level, it is proposed to re-appoint him for a second term as an independent Director on the Board of the Company for a further period of five years upto 31st March, 2024.

c) Cessation:

Ms. Karishma Patel, Company Secretary and Compliance Officer of the Company resigned from the services of the Company w.e.f. closing working hours of 3rd March, 2018. The Board places on record its sincere appreciation for her hard work during her tenure in the Company.

d) Declaration from Independent Directors:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

e) Annual performance evaluation by the Board:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Board has devised questionnaire to evaluate the performance of Chairman, each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance at Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

The details of the programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at www.jlmorison.com/corporate

f) Key Managerial Personnel (KMP):

Sr. No.	Name of the KMP	Designation
1.	Mr. Sohan Sarda	Executive Director & CEO
2.	Mr. Ravindra Gajelli	Chief Financial Officer
3.	Ms. Karishma Patel	Company Secretary and Compliance Officer (resigned w.e.f. closing hours of 3rd March, 2018)
4.	Ms. Sonal Naik	Company Secretary and Compliance Officer (w.e.f. 26th April, 2018)

10. MANAGERIAL REMMUNERATION AND OTHER DETAILS:

The necessary details/disclosures of Ratio of Remuneration to each Director to the median employee''s remuneration and other details pursuant to the Section 197(12) of the Companies Act, 2013 and as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules'') is annexed herewith as "Annexure B".

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules is provided in a separate annexure forming part of this report. Further in terms of Section 136 of the Act, the Report and accounts are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request.

11. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Report on Corporate Governance.

12. AUDIT COMMITTEE AND ITS COMPOSITION:

As on 31st March, 2018, the Audit Committee comprised of Mr. Sanjay Kothari, Mr. Dinesh Sharma, Mr. Chakrapani Brajesh Misra and Mr. Sohan Sarda. Mr. Sanjay Kothari is the Chairman of Audit Committee of the Company. The Company Secretary of the Company acts as a Secretary of Audit Committee.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters, approves transaction with related parties, etc. It also supervises the Company''s internal control, financial reporting process and vigil mechanism.

Other details with respect to Audit Committee are given in Corporate Governance Report.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

13. MEETINGS OF THE BOARD:

The Board met five times during the year, the details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3) of the Companies Act, 2013 state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2018 and of the profit of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis and are entered into based on considerations of various business exigencies, such as synergy in operations, their specialization, etc and in furtherance of the Company''s interests.

During the year, the Company had entered into contract /arrangement /transaction with related party, the details of which as referred to in Section 188(1) of the Companies Act, 2013 in prescribed Form AOC-2 under Companies (Accounts) Rules, 2014 is appended as "Annexure C".

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company at www.jlmorison.com/corporate.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 is given under Notes to Accounts of financial statements provided in this Annual Report.

18. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has formed Corporate Social Responsibility Committee and Policy on Corporate Social Responsibility (CSR). As part of its initiatives under CSR, the Company has made contribution to the Prime Minister''s National Relief Fund for socio-economic development of the country. This contribution is in accordance with Schedule VII of the Companies Act, 2013.

The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as "Annexure D".

19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Company''s operations in future.

20. RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

21. WHISTLE BLOWER POLICY/VIGIL MECHANISM POLICY:

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company on www.jlmorison.com/corporate. We affirm that during the financial year 2017-18, no Employee or Director was denied access to the Audit Committee.

22. STATUTORY AUDITORS:

M/s Lodha & Co., Chartered Accountants, Mumbai (Firm Registration Number- 301051E), were appointed as Statutory Auditors of the Company at the 82nd Annual General Meeting held on 25th September, 2017, to hold office for a period of consecutive five years i.e. till the conclusion of the 87th Annual General Meeting to be held in the year 2022, subject to ratification every year by the shareholders at every Annual General Meeting of the Company held thereafter.

The Company has received confirmation from M/s Lodha & Co. to the effect that their appointment if ratified, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified from being acting as Statutory Auditors within the meaning of Section 141 of the Companies Act, 2013. The Board recommends the ratification of appointment of M/s Lodha & Co., as the Statutory Auditors of the Company at the ensuing Annual General Meeting of the Company.

23. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. M Baldeva Associates, Company Secretaries, Thane as Secretarial Auditors to undertake Secretarial Audit of the Company for the year 2017-18. The Secretarial Audit Report is annexed herewith as "Annexure E" and forming part of this report.

24. INTERNAL AUDITORS:

The Company has appointed M/s. SMMP & Associates, Chartered Accountants, Mumbai, as its Internal Auditors. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to the Audit Committee.

25. EXPLANATIONS OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARKS BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS:

There is no qualification/adverse remarks in Statutory Audit Report.

With respect to observation made by the Secretarial Auditors, in their report, regarding delay in filing of certain e-forms, we would like to state that the delay in filing of e-forms was due to oversight.

26. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulations 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following have been made a part of the Annual Report and are attached to this report:

Corporate Governance Report

Auditors'' Certificate regarding compliance of conditions of Corporate Governance

Management Discussion and Analysis Report

27. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 125 of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the rules''), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years. Further, according to the said Rules, the shares on which dividend remained unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred corresponding shares to the demat account of the IEPF Authority as per the requirements of the IEPF rules.

28. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. SMMP & Associates, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function, reports to the Chairman of the Audit Committee.

Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and compliance to Accounting Policies and procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Controls Systems followed by the company.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are appended to this report as "Annexure - F".

30. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was received by the Committee.

31. LISTING:

The equity shares of the Company continue to be listed on BSE Limited and The Calcutta Stock Exchange Limited.

32. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your Directors confirm compliance of the same during the year under review.

33. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude for the continued co-operation and patronage extended by the esteemed Customers, Shareholders, Bankers, Trade Partners and Employees and look forward for their continued support in the future as well.

		For and on behalf of the Board of Directors
	Sanjay Kothari	Sohan Sarda
	Director	Executive Director & CEO
	DIN: 00258316	DIN: 00129782
Place: Mumbai
Date: 26th April, 2018
Registered Office:
Rasoi Court, 20, Sir R.N. Mukherjee Road, Kolkata - 700 001 .

Annexure to Directors'' Report

Annexure A

Form No. MGT-9

Extract of Annual Return

(As on the financial year ended 31st March, 2018) [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

1.	CIN	L51109WB1934PLC088167
2.	Registration Date	15th October, 1934
3.	Name of the Company	J. L. Morison (India) Limited
4.	Category/Sub-Category of the Company	Indian Non-Government Company limited by shares
5.	Address of the Registered office and contact details	"Rasoi Court", 20, Sir R. N. Mukherjee Road, Kolkata - 700 001 Phone: [phone] Fax: [phone] Email: [email protected] Website: www.jlmorison.com/corporate
6.	Whether listed Company (Yes/No):-	Yes
7.	Name, Address and Contact details of Registrar and Transfer Agent, if any	CB Management Services (P) Limited P-22, Bondel Road, Kolkata, West Bengal - 700 019 Phone: [phone] Fax: [phone] e-mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

Sr. No.	Name and Description of Main Product/Services	NIC Code of the Product	% to total turnover of the Company
1.	Tooth Paste/ Hair Colour	202	66.82
2.	Baby Products	222	29.32

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company does not have any holding, subsidiary or associate company

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

i) Category-wise Share Holding:

Category of Shareholder	No. of shares held at the beginning of the year				No. of shares held at the end of the year				% change during the year
	Demat	Physical	Total	% of total shares	Demat	Physical	Total	% of total shares
A. Promoters
(1) Indian
(a) Individual/ HUF	385	-	385	0.03	385	-	385	0.03	-
(b) Central Government	-	-	-	-	-	-	-	-	-
(c ) State Government(s)	-	-	-	-	-	-	-	-	-
(d) Bodies Corporate	10,21,922	-	10,21,922	74.86	10,21,922	-	10,21,922	74.86	-
(e) Banks/FI	-	-	-	-	-	-	-	-	-
(f) Any Other	-	-	-	-	-	-	-	-	-
Sub Total(A)(1)	10,22,307	-	10,22,307	74.89	10,22,307	-	10,22,307	74.89	-
(2) Foreign
(a) NRIs-lndividuals	-	-	-	-	-	-	-	-	-
(b) Other -Individuals	-	-	-	-	-	-	-	-	-
(c )Bodies Corporate	-	-	-	-	-	-	-	-	-
(d) Banks/FI	-	-	-	-	-	-	-	-	-
(e) Any Other	-	-	-	-	-	-	-	-	-
Sub Total(A)(2)	-	-	-	-	-	-	-	-	-

Category of Shareholder	No. of shares held at the beginning of the year				No. of shares held at the end of the year				% change during the year
	Demat	Physical	Total	% of total shares	Demat	Physical	Total	% of total shares
Total Shareholding of Promoter (A)= (A) (1) (A)(2)	10,22,307	"	10,22,307	74.89	10,22,307	"	10,22,307	74.89	"
B. Public shareholding
1. Institutions
(a) Mutual Funds	-	-	-	-	-	-	-	-	-
(b) Banks/FI	-	70	70	0.01	-	70	70	0.01	-
(c ) Central Government	-	-	-	-	-	-	-	-	-
(d) State Government(s)	-	-	-	-	-	-	-	-	-
(e) Venture Capital Funds	-	-	-	-	-	-	-	-	-
(f) Insurance Companies	-	-	-	-	-	-	-	-	-
(g) Flls	-	-	-	-	-	-	-	-	-
(h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
(i) Other (specify)	-	-	-	-	-	-	-	-	-
Sub-Total (B)(1)	-	70	70	0.01	-	70	70	0.01	-
2. Non-institutions
(a) Bodies Corporate
(i) Indian	1,20,354	410	1,20,764	8.85	1,22,093	0	1,22,093	8.94	0.09
(ii) Overseas	-	-	-	-	-	-	-	-	-
(b) Individuals
(i) Individual shareholders holding nominal share capital upto Rs. 1 lac	1,15,270	48,740	1,64,010	12.01	1,15,236	33,584	1,48,820	10.90	(1.11)
(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lac	55,232	0	55,232	4.05	55,232	0	55,232	4.05
(c) Others (specify)
(i) Director	-	-	-	-	-	-	-	-	-
(ii) Trust	990	0	990	0.07	100	0	100	0.01	(0.06)
(iii) Non-Resident Individuals - Rep.	151	105	256	0.02	252	105	357	0.03	0.01
(iv) Non-Resident Individuals - Non Rep.	1249	156	1405	0.10	1,366	100	1,466	0.11	0.01
IEPF	0	0	0	0.00	14,589	0	14,589	1.07	1.07
Sub-Total (B)(2)	2,93,246	49,411	3,42,657	25.10	3,08,868	33,789	3,42,657	25.10	0.00
Total Public Shareholding (B)= (B) (1) (B)(2)	2,93,246	49,481	3,42,727	25.11	3,08,868	33,859	3,42,727	25.11	0.00
C. Shares held by Custodians for GDRs & ADRs	"	"	"	"	"	"	"	"	"
Grand Total (A B C)	13,15,553	49,481	13,65,034	100.00	13,31,175	33,859	13,65,034	100.00	-

ii) Shareholding of Promoters and Promoters group:

Sr. No.	Shareholder''s Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% Change in shareholding during the year
		No. of Shares	% of total shares of the Company	% of shares Pledged/ encumbered to total shares	No. of Shares	% of total shares of the Company	% of shares Pledged/ encumbered to total shares
1	Rasoi Limited	2,72,800	19.98	-	2,72,800	19.98	-	-
2	Looklink Finance Limited	1,13,319	8.30	-	1,13,319	8.30	-	-
3	Pallawi Resources Limited	94,600	6.93	-	94,600	6.93	-	-
4	Surdas Trading & Mfg Co. Limited	78,742	5.77	-	78,742	5.77	-	-
5	Leaders Healthcare Limited	67,603	4.95	-	67,603	4.95	-	-
6	Pallawi Trading & Mfg Co. Limited	30,000	2.20	-	30,000	2.20	-	-
7	Hindustan Composites Limited	2,72,800	19.98	-	2,72,800	19.98	-	-
8	Axon Trading & Mfg Co. Limited	20,490	1.50	-	20,490	1.50	-	-
9	Lotus Udyog Limited	18,400	1.35	-	18,400	1.35	-	-
10	Goodpoint Advisory Services And Investments Limited	14,000	1.03	-	14,000	1.03	-	-
11	Noble Trading Company Limited	8,866	0.65	-	8,866	0.65	-	-
12	Silver Trading And Services Limited	5,736	0.42	-	5,736	0.42	-	-
13	Sun Light Marketing Services Pvt. Ltd.	24,566	1.80	-	24,566	1.80	-	-
14	Raghu Nandan Mody	250	0.02	-	250	0.02	-	-
15	Varunn Mody	135	0.01	-	135	0.01	-	-
	Total	10,22,307	74.89	-	10,22,307	74.89	-	-

iii) Change in Promoters'' Shareholding (please specify, if there is no change):

Sr. No.	Shareholders'' Name	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
A	At the beginning of the year	10,22,307	74.89	-	-
B	Changes during the year	No Change during the year
C	At the end of the year			10,22,307	74.89

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No.	Shareholders'' Name		Shareholding at the beginning of the year		Cumulative Shareholding during the year
			No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
1	Perito Tessili Designs LLP
A	At the beginning of the year		68,000	4.98	-	-
B	Changes during the year		No change during the year
C	At the end of the year		-	-	68,000	4.98
2	Mount Intra Finance Pvt. Ltd.
A	At the beginning of the year		34,348	2.52	-	-
B	Changes during the year
	Date	Reason
	12.05.2017	Buy	56	0.00	34,404	2.52
	19.05.2017	Buy	60	0.00	34,464	2.52
	26.05.2017	Buy	1,188	0.09	35,652	2.61
C	At the end of the year				35,652	2.61

Sr. No.	Shareholders'' Name		Shareholding at the beginning of the year		Cumulative Shareholding during the year
			No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
3	Shaunak Jagdish Shah
A	At the beginning of the year		27,200 1.99
B	Changes during the year		No change during the year
C	At the end of the year		27,200 1.99
4	*Investor Education and Protection Fund
A	At the beginning of the year		-	-	-	-
B	Changes during the year
	Date	Reason
	25.11.2017	Transfer	14,383	1.05	14,383	1.05
	30.11.2017	Transfer	101	0.01	14,484	1.06
	02.12.2017	Transfer	105	0.01	14,589	1.07
C	At the end of the year		-	-	14,589	1.07
5	Jagdish Amritlal Shah
A	At the beginning of the year		14,432	1.06
B	Changes during the year		No change during the year
C	At the end of the year		-		14,432	1.06
6	Jagruti Shaunak Shah
A	At the beginning of the year		13,600	1.00
B	Changes during the year		No change during the year
C	At the end of the year				13,600	1.00
7	Jamson Securities Private Limited
A	At the beginning of the year		6,800	0.50	-	-
B	Changes during the year
	Date	Reason
	01.09.2017	Buy	62	0.00	6,862	0.50
	13.10.2017	Buy	50	0.00	6,912	0.51
C	At the end of the year		-	-	6,912	0.51
8	Narain Prasad Dalmia
A	At the beginning of the year		6,626	0.48
B	Changes during the year		No change during the year
C	At the end of the year		-		6,626	0.48
9	BNK Securities Private Limited
A	At the beginning of the year		2,900	0.21	-	-
B	Changes during the year
	Date	Reason
	09.03.2018	Buy	750	0.05	3,650	0.26
	16.03.2018	Sell	750	0.05	2,900	0.21
C	At the end of the year		-	-	2,900	0.21

Sr. No.	Shareholders'' Name	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the Company
10	BNK Commodities Private Limited
A	At the beginning of the year	2,000	0.15	-	-
B	Changes during the year	No change during the year
C	At the end of the year	-	-	2,000	0.15
11	Sharada B Salian
A	At the beginning of the year	1,960	0.14	-	-
B	Changes during the year	No change during the year
C	At the end of the year	-	-	1,960	0.14

*As required under Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 these shares were transferred to DEMAT Account of the IEPF Authority.

v) Shareholding of Directors and Key Managerial Personnel:

Sr. No	For Each of the Directors and KMP	Shareholding at the beginning of the year		Shareholding at the end of the year
	Name of the Director/KMP	No. of share	% of total shares of the company	No. of shares	% of total shares of the company
1.	Raghu Nandan Mody
A	At the beginning of the year	250	0.02	-	-
B	Changes during the year	No changes during the year
C	At the end of the year	-	-	250	0.02

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment

				(Rs. in lacs)
Particulars	Secured Loans excluding Deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year 01.04.2017
1) Principal Amount	134.29	23.00	-	157.29
2) Interest due but not paid	-	-	-	-
3) Interest accrued but not due	-	-	-	-
Total of (1 2 3)	134.29	23.00	-	157.29
Change in Indebtedness during the financial year
Addition	78.35	-	-	78.35
-Reduction	-	-	-	-
Net change	78.35	-	-	78.35
Indebtedness at the end of the financial year 31.03.2018
1) Principal Amount	212.64	23.00	-	235.64
2) Interest due but not paid	-	-	-	-
3) Interest accrued but not due	-	-	-	-
Total of (1 2 3)	212.64	23.00	-	235.64

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

			(Rs. in lacs)
Sr. No	Particulars of Remuneration	Name of MD/WTD/Manager	Total Amount
		Sohan Sarda
		Executive Director & CEO
1.	Gross Salary
	(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961	40.62	40.62
	(b) Value of perquisites u/s 17(2) Income Tax Act, 1961	0.39	0.39
	(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961	-	-
2.	Stock Option	-	-
3.	Sweat Equity	-	-
4.	Commission - As % of Profit - Others, specify	-	-
5.	Others, please specify	-	-
	Total (A)	41.01	41.01
	Ceiling as per the Act	5% of the net profits of the Company - Rs. 32.44 lacs or Rs. 168.00 lacs per annum whichever is higher.

B. Remuneration of other directors:

								(Rs. in lacs)
Sr. No	Particulars of Remuneration	Name of Directors						Total Amount
1	Independent Directors	Sanjay Kothari	Dinesh Sharma	Chakrapani Brajesh Misra	Lalit Kumar Bararia
	-Fee for attending board committee meetings	1.11	0.10	0.85	0.10			2.16
	- Commission	-	-	-	-			-
	-Others	-	-	-	-			-
	Total (1)	1.11	0.10	0.85	0.10			2.16
2	Other Non Executive Directors					Raghu Nandan Mody	Sakshi Mody
	-Fee for attending board committee meetings					0.46	0.25	0.71
	- Commission					-	-	-
	-Others					-	-	-
	Total (2)					0.46	0.25	0.71
	Total (B)= (1 2)	1.11	0.10	0.85	0.10	0.46	0.25	2.87
	Total Managerial Remuneration (A B)							43.88*
	Overall Ceiling as per the Act			*11% of the net profits of the Company- Rs. 71.36 lacs or Rs. 168.00 lacs per annum whichever is higher including sitting fees.

C. Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD

				(Rs. in lacs)
Sr. No	Particulars of Remuneration	Name of the KMP		Total Amount
		Ravindra Gajelli -CFO	*Karishma Patel -CS
1.	Gross Salary
	(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961	19.69	5.66	25.35
	(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961	0.40	-	0.40
	(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961	-	-	-
2.	Stock Option	-	-	-
3.	Sweat Equity	-	-	-
4.	Commission - As % of Profit - Others, specify	-	-	-
5.	Others, please specify	-	-	-
	Total (C)	20.09	5.66	25.75

* Salary for the period 1st April, 2017 to 3rd March, 2018 is considered here. VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

TYPE	SECTION OF THE COMPANIES ACT	BRIEF DESCRIPTION	DETAILS OF PENALTIES/ PUNISHMENT/ COMPOUNDING FEES IMPOSED	AUTHORITY(RD/ NCLT/COURT)	APPEALS MADE, IF ANY (GIVE DETAILS)
A. Company
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding	Nil	Nil	Nil	Nil	Nil
B. Directors
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding	Nil	Nil	Nil	Nil	Nil
C. Other Officers In Default
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding	Nil	Nil	Nil	Nil	Nil

		For and on behalf of the Board of Directors
	Sanjay Kothari	Sohan Sarda
	Director	Executive Director & CEO
	DIN: 00258316	DIN: 00129782
Place: Mumbai
Date: 26th April, 2018
Registered Office: Rasoi Court, 20, Sir R.N. Mukherjee Road, Kolkata - 700 001.

Annexure B

(A) DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The ratio of the remuneration of each Director to the median remuneration of the Employees of the Company for the financial year 2017-18 are as under:

Sr. No.	Name of the Director	Designation	Ratio of the remuneration to the median remuneration of the Employees of the Company for the financial year 2017-18
1.	Mr. Sohan Sarda	Executive Director & CEO	14.57

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary in the financial year 2017-18, are as under:

Sr. No.	Name of Director/ KMP and Designation	Designation	% Increase in Remuneration in the Financial Year 2017-18
1.	Mr. Sohan Sarda	Executive Director & CEO	20.36%
2.	Mr. Ravindra Gajelli	Chief Financial Officer	17.27%
3.	Ms. Karishma Patel (upto 3rd March, 2018)	Company Secretary & Compliance Officer	18.00%

(iii) The percentage increase in the median remuneration of employees in the financial year: 8.88% (iv) There were 334 permanent employees on the rolls of Company as on 31st March, 2018;

(v) Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year 2017-18 was 13.94% whereas the increase in managerial remuneration for the same financial year was (10.83%). This was based on the recommendation of the Nomination and Remuneration Committee to revise the remuneration as per the Remuneration Policy of the Company;

(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company for Directors, Key Managerial Personnel and other Employees.

	For and on behalf of the Board of Directors
	Sanjay Kothari	Sohan Sarda
	Director	Executive Director & CEO
	DIN: 00258316	DIN: 00129782
Place: Mumbai
Date: 26th April, 2018
Registered Office: Rasoi Court, 20, Sir R. N. Mukherjee Road, Kolkata - 700 001.

Annexure C

FORM AOC - 2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014

Form for disclosure of particulars of contract/arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm''s length basis: The Company has not entered into any contract or arrangement or transaction with its related parties which is not at arm''s length during the financial year 2017-18.

2. Details of material contracts or arrangements or transactions at arm''s length basis:

(a) Name(s) of the related party and nature of relationship	Leaders Healthcare Limited, Group Company	Rasoi Limited, Group Company
(b) Nature of contracts / arrangements / transactions	Purchase of goods	Purchase of goods
(c) Duration of the contracts / arrangements / transactions	14th June, 2013 to 31st July, 2023	1st July, 2015 to 30th June, 2025
(d) Salient terms of the contracts or arrangements or transactions including the value, if any	Purchase of goods on prevailing market rates, not exceeding Rs. 30 crores p. a.	Purchase of goods on prevailing market rates, not exceeding Rs. 25 crores p. a.
(e) Date(s) of approval of the Board	10th May, 2013	20th May, 2015
(f) Amount paid in advance, if any	NIL	NIL

	For and on behalf of the Board of Directors
	Sanjay Kothari	Sohan Sarda
	Director	Executive Director & CEO
	DIN: 00258316	DIN: 00129782
Place: Mumbai
Date: 26th April, 2018
Registered Office: Rasoi Court, 20, Sir R. N. Mukherjee Road, Kolkata - 700 001.

ANNEXURE D Annual Report on Corporate Social Responsibility (CSR) Activities for the Financial Year 2017-18

1. A brief outline of the Company''s CSR Policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes.

The Company aims at spending a defined portion of its net profits for the betterment of society through:

Providing financial and other assistance to students who belong to socially economically weaker sections;

Supporting efforts for community health in slums and areas inhabited by weaker sections;

Supporting the programmes and efforts for environment protection and enhancement;

Promoting, encouraging and supporting the social and cultural heritage and traditions of our society;

Taking proactive measures for the well-being of society, as per needs. The CSR Policy of the Company can be viewed at: www.jlmorison.com/corporate

2. The Composition of the CSR Committee:

Sr. No.	Name of the Members	Status
1.	Mr. Sanjay Kothari	Chairman
2.	Mr. Sohan Sarda	Member
3.	Mrs. Sakshi Mody (upto 30.03.2018)	Member
4.	Mr. Chakrapani Misra (w.e.f. 26.04.2018)	Member

3. Average Net Profit of the Company for last three financial years - Rs. 308.95 lacs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) - Rs. 6.18 lacs

5. Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year - Rs. 6.18 lacs

(b) Amount unspent, if any - Nil

(c) Manner in which the amount spent during the financial year is detailed below:

(Rs. in lacs)

Sr. No	CSR Project or activity identified	Sector in which the project is covered	Projects or programmes (1 (Local area or other (2) State and District where projects or programmes were undertaken	Amount Outlay (budget) project or program wise	Amount spent on the projects or programmes Sub-heads 1)Direct Expenditure on projects or programmes 2) Overheads	Cumulative expenditure upon to the reporting period	Amount Spent: Direct or through implementing agency
1.	For providing relief to the families of those killed under natural calamities	Socio Economic Development	Prime Minister''s Office, South Block, New Delhi	10.00	10.00	10.00	Through Prime Minister''s National Relief Fund (PMNRF)
	Total			10.00	10.00	10.00

6. In case the Company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the reasons for not spending the amount: Not Applicable.

7. The CSR Committee hereby confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

	For and on behalf of the Board of Directors
	Sanjay Kothari	Sohan Sarda
	Chairman of CSR Committee	Executive Director & CEO
	DIN: 00258316	DIN: 00129782
Place: Mumbai
Date: 26th April, 2018
Registered Office:
Rasoi Court, 20, Sir R. N. Mukherjee Road, Kolkata - 700 001.

ANNEXURE E Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and

Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To,

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

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by J. L. Morison (India) Limited (hereinafter called ''the Company''). The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluation of the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 (''Audit Period'') complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''): (i) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (ii) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(iii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not applicable to the Company during the Audit Period);

(iv) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during the Audit Period);

(v) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during the Audit Period);

(vi) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(vii) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the Audit Period);

(viii) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during the Audit Period); and

(ix) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (vi) Other laws specifically applicable to the Company:

a. The Drugs and Cosmetics Act, 1940; and

b. The Infant Milk Substitutes, Feeding Bottles and Infant Foods (Regulation of Production, Supply and Distribution) Act, 1992. I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards (SS - 1 and SS - 2) issued by The Institute of Company Secretaries of India; and

(ii) The Listing Agreements entered into by the Company with BSE Limited, Mumbai and The Calcutta Stock Exchange Limited, Kolkata.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above except delay in filing of certain e-forms with the Registrar of Companies, West Bengal.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Director/CEO, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices are given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there was no major corporate event having a major bearing on the Company''s affairs.

	For M Baldeva Associates
	Company Secretaries
	CS Manish Baldeva
Place : Thane	Proprietor
Date: 26th April, 2018	M. No. 6180 CP No. 11062

This report is to be read with my letter of even date which is annexed as Annexure-l and forms an integral part of this report.

''Annexure I''

To,

The Members,

J. L. Morison (India) Limited

My report of even date is to read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed, provided a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on the test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

	For M Baldeva Associates
	Company Secretaries
	CS Manish Baldeva
Place: Thane	Proprietor
Date: 26th April, 2018	M. No. 6180 CP No. 11062

Annexure F
Details of Conservation of energy, technology absorption, foreign exchange earnings and outgo.
A	Conservation of energy
	(i)	the steps taken or impact on conservation of energy	Installation of CFL lights inside the factory, use of maximum daylight. Educating the staff on monitoring, electrical consumption and switching off appliances when they are not required.
	(ii)	the steps taken by the Company for utilising alternative sources of energy	N.A.
	(iii)	the capital investment on energy conservation equipments	N.A.
B	Technology absorption
	(i)	the efforts made towards technology absorption	N.A.
	(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	N.A.
	(iii)	in case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	N.A.
	(iv)	the expenditure incurred on Research and Development	N.A.
C	Foreign exchange earnings and outgo		2017-18 (Rs. in lacs)	2016-17 (Rs. in lacs)
	(i)	The foreign exchange outgo (actual outflows)	1,512.25	1,748.68
	(ii)	The foreign exchange earned (actual inflows)	Nil	Nil

	For and on behalf of the Board of Directors
	Sanjay Kothari	Sohan Sarda
	Director	Executive Director & CEO
	DIN: 00258316	DIN: 00129782
Place: Mumbai
Date: 26th April, 2018
Registered Office:
Rasoi Court, 20, Sir R. N. Mukherjee Road, Kolkata - 700 001 .

---

Mar 31, 2016

to the Members,

J. L. Morison (India) Limited

The Directors feel great pleasure in presenting 81^st Annual Report of your Company comprising the Audited Financial Statements for the year ended 31^st March, 2016.

1. FINANCIAL HIGHLIGHTS: (Rs. in Lacs)

Sr. No.	Particulars	Current Year ended on 31st March, 2016	Previous Year ended on 31st March, 2015
1.	total Revenue (net)	9641.95	9,599.85
2.	Profit before Finance Cost, Depreciation &Amortization expenses and tax	614.00	837.12
3.	Finance Cost	12.16	10.11
4.	Depreciation and Amortization expenses	146.92	182.36
5.	Profit before exceptional items and tax	454.92	644.65
6.	Provision for tax	176.10	153.02
7.	Profit after tax	278.82	491.63
8.	Balance of profit as per last Balance Sheet	854.23	379.03
9	Balance available for appropriation	1133.04	870.66
10.	Proposed dividend	13.65	13.65
11.	Dividend tax	2.78	2.78
12.	transfer to General Reserve	-	-
13.	Transfer to Balance Sheet	1116.60	854.23

2. DIVIDEND & RESERVES:

Your Directors have pleasure in recommending payment of dividend of Re. 1/- being 10% per share on Equity Share of Rs. 10/- each. This will absorb total cash outflow of Rs. 16.43 Lacs (previous year Rs. 16.43 Lacs) including Corporate Dividend Distribution Tax of Rs. 2.78 Lacs (previous year Rs. 2.78 Lacs). During the year the Company has not transferred any amount to General Reserve.

3. PERFORMANCE:

All the 3 divisions of the Company performed at par, considering the highly competitive categories that they operate in. Life Style - this Division caters to the selling & distribution needs of 2 international partners viz.,

1. COTY - Paris, for its ''Playboy'' & range of Deo Body Sprays & EDT Perfumes.

2. HOYU - Japan, for its ''Bigen'' range of Hair color products.

Further the Waluj Facility situated at Aurangabad, commenced its production w.e.f. 20^th October, 2015 to manufacture internationally accepted quality product of ''Bigen''.

With increased competition in the current market scenario, the overall performance of this division was consistent as compared to the last financial year.

Health Care - this Division primarily focuses on the specialized Oral Care category and is dominated by the long & trusted brand of ''Emoform'' made under license from Dr. Wild & Co., Switzerland. The medicated toothpaste for sensitive teeth sold under this brand has been facing tough challenges due to aggressive OTC promotions and mass advertising by International/ Domestic brands. the Division through its Professional sales team shares a good rapport and relations with Dentists who support the brand because of its efficacy.

Own Brands - the focus of this division is on expanding the Baby care range products. Morison Baby Dream is working towards becoming an all encompassing baby care brand that provides quality products to new mothers. the Company continues to explore newer opportunities and shall assign the same to the respective Divisions depending on the infrastructural strength of each to match the Category/Channel.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

4. SHARE CAPITAL OF THE COMPANY:

The paid up equity share capital of your Company is Rs. 1,36,50,340/- (Rupees One Crore Thirty Six Lakhs Fifty Thousand Three Hundred Forty only) divided into 13,65,034 Equity Shares of the face value of Rs. 10/- (Rupee Ten) each.

5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate Company during the financial year.

6. EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as “Annexure A”.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Sakshi Mody (DIN: 06518139), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for reappointment and your Board recommends her re-appointment.

b) Appointment:

Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Chakrapani Brajesh Misra (DIN: 07184034) was appointed as an Additional Independent Director of the Company w.e.f. 20^th May, 2015 for a period of 5 years.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as per Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Karishma Patel was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 19^th May, 2016.

c) Change in Designation:

Pursuant to the provisions of section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Sandip Das and Mr. Dinesh Sharma, were appointed as Additional Directors of the Company w.e.f. 24^th December, 2014 and Mr. Chakrapani Brajesh Misra w.e.f. 20^th May, 2015. Subsequently they were appointed as Directors of the Company in the 80^th Annual General Meeting of the Company held on 11^th September, 2015.

Mrs. Sakshi Mody, Executive Director - Strategy, resigned from the post of Executive Director - Strategy w.e.f. 1^st March, 2016, though she continues to be associated with the Company as a Non-Executive Director of the Company.

d) Cessation:

Mr. Kuldip Balasia, V.P. Corporate & Company Secretary & Compliance Officer of the Company has resigned from the post of Company Secretary & Compliance Officer, w.e.f. 29^th April, 2016 from the close of office hours.

e) Declaration from Independent Directors:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

f) Annual performance evaluation by the Board:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committee. the Board has devised questionnaire to evaluate the performances of each of executive and non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. the evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

the details of the programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http: // www. jlmorison. com / public/ downloads/Independent-Directors.pdf

g) Key Managerial Personnel (KMP):

Following are the Key Managerial Personnel of the Company:

sr. No.	Name of the KMP	Designation
1.	Mr. Sandip Das	executive Director & CEO
2.	Mr. Sohan Sarda	Chief Financial Officer
3.	Mr. Kuldip Balasia	V.P. - Corporate Affairs & Company Secretary (resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 29th April, 2016 from the close of office hours).
4.	Ms. Karishma Patel	Company Secretary and Compliance Officer (Appointed w.e.f. 19th May, 2016)
5.	Mrs. Sakshi Mody	Executive Director - Strategy, resigned from the post of Executive Director - Strategy w.e.f. 1st March, 2016, though she continues to be associated with the Company as a Non-Executive Director of the Company.

8. MANAGERIAL REMMUNERATION AND OTHER DETAILs:

The necessary details/disclosures of Ratio of Remuneration to each Director to the median employee''s remuneration and other details pursuant to the section 197(12) of the Companies Act, 2013 and as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure B”.

9. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. the Remuneration Policy is stated in the Report on Corporate Governance.

10. AUDIT COMMITTEE AND ITs COMPOSITION:

As on 31^st March, 2016, the Audit Committee comprised of Mr. Sanjay Kothari, Mr. Dinesh Sharma, Mr. Sandip Das and Mr. Chakrapani Brajesh Misra.

Mr. Sanjay Kothari is the Chairman of Audit Committee of the Company. Mr. Kuldip Balasia, Company Secretary of the Company acts as Secretary of the Audit Committee.

the Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company''s internal control, financial reporting process and vigil mechanism.

Other details with respect to Audit Committee are given in Corporate Governance Report.

11. meetings OF THE BOARD:

the Board met four times during the year, the details of which are given in the Report on Corporate Governance. the intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. directors'' responsibility statement:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3) of the Companies Act, 2013 state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year on 31^st March, 2016 and of the profit of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis and are entered into based on considerations of various business exigencies, such as synergy in operations, their specialization, etc and to further the Company''s interests.

During the year, the Company had entered into contract / arrangement / transaction with related party, the detail of which as referred to in Section 188(1) of the Companies Act, 2013 in prescribed form AOC-2 under Companies (Accounts) Rules, 2014 is appended as “Annexure C” the policy on Related Party transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web link of the same is as under: http://www.jlmorison.com/public/downloads/Policy%20on%20Related%20 Party%20transaction.pdf

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 is given under Notes to Accounts of financial statements.

16. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has formed Corporate Social Responsibility Committee and a Policy on Corporate Social Responsibility (CSR) has also been formulated by them. As part of its initiatives under CSR, the Company has made contribution to Prime Minister''s National Relief Fund for socio-economic development of the country. This contribution is in accordance with Schedule VII of the Companies Act, 2013.

the Company is looking for proper project to make expenditure towards its CSR obligations.

the details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as “Annexure D”.

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company''s operations in future.

18. RISKS AND AREAS OF CONCERN:

The Company has laid down a well defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. the Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

19. WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY:

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. the details of the Vigil Mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2015-16, no employee or director was denied access to the Audit Committee.

20. STATUTORY AUDITORS:

M/s. Haribhakti & Co. LLP, Chartered Accountants (Firm Registration No. 103523W), Mumbai, the Statutory Auditors of your Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Auditors.

Your Directors recommend the re-appointment of M/s. Haribhakti & Co. LLP, Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial statements for the financial year 2016-17.

21. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. M Baldeva Associates, Company Secretaries, Thane as Secretarial Auditors to undertake Secretarial Audit of the Company for the year 2015-16. the Secretarial Audit Report is annexed herewith as “Annexure E” and forming part of this report.

22. INTERNAL AUDITORS:

The Company has appointed M/s. Shyam Malpani & Associates, Chartered Accountants, Mumbai, as its Internal Auditor. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to the Audit Committee.

23. REMARKS ON QUALIFICATION BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS:

There was no qualification/adverse remarks in Statutory Audit Report.

With respect to the observation given in the Secretarial Audit Report we would like to state that delay in filing form ADT- 1 with ROC was by oversight.

24. corporate governance REPORT AND MANEGEMENT discussion AND ANALYSIS REPORT:

Pursuant to Regulations 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the following have been made a part of the Annual Report and are attached to this report:

- Management Discussion and Analysis Report

- Corporate Governance Report

- Auditors'' Certificate regarding compliance of conditions of Corporate Governance

25. INTERNAL FINANCIAL CONTROLS WITH REFERENCE To THE FINANCIAL STATEMENTS:

the Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board Directors.

Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance to Accounting Policies and Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Controls Systems followed by the company.

26. CONSERVATION of ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

the details of conservation of Energy, technology Absorption and Foreign Exchange earnings and outgo are appended to this report as “Annexure - F”.

27. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

the Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was received by the Committee.

28. LISTING:

The equity shares of the Company continue to be listed on BSE Limited and The Calcutta Stock Exchange Limited.

The trading in Equity Shares of the Company was suspended from The Calcutta Stock Exchange Limited due to alleged noncompliance of certain clauses of Listing Agreement. The suspension was revoked on 4^th December, 2015.

29. ACKN0WLEDGEMENT:

Your Directors wish to place on record their gratitude for the continued co-operation and patronage extended by the esteemed customers, Shareholders, Bankers, trade Partners and Employees and look forward for their continued support in the future as well.

For and on behalf of the Board of Directors

Place: Mumbai Sandip Das Sanjay Kothari

Date: 19^th May, 2016 Executive Director & CEO Director

DIN: 02860902 DIN:00258316

Registered Office:

Rasoi Court,

20, Sir R.N. Mukherjee Road,

Kolkata - 700 001

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Mar 31, 2015

Dear Members,

The Directors feel great pleasure in presenting 80th Annual Report of your Company comprising the Audited Financial Statements for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS: (Rs in Lacs)

Particulars Current Year Previous Year 31.03.2015 31.03.2014

Total Revenue (net) 9,599.85 9,392.86

Profit before Finance Cost, Depreciation & Amortization expenses and tax 839.96 475.74

Finance Cost 12.95 43.98

Depreciation and Amortization expenses 182.36 107.56

Profit before exceptional items and tax 644.65 324.20

Provision for tax 153.02 90.01

Profit after tax 491.63 234.19

Balance of profit as per last Balance Sheet 379.03 160.81

Balance available for appropriation 870.66 395.00

Proposed dividend 13.65 13.65

Dividend Tax 2.79 2.32

Transfer to General Reserve - -

Transfer to Balance Sheet 854.22 379.03

2. Dividend And Reserves :

Your Directors have pleasure in recommending payment of dividend of Rs. 1/- (10%) per equity share of Rs. 10/- each (previous year Rs. 1 (10%)), for the year ended 31st March 2015. This will absorb total cash outflow of Rs. 16.44 Lacs (previous year Rs. 15.97 Lacs) including Corporate Dividend Distribution Tax of Rs. 2.79 Lacs (previous year Rs. 2.32 Lacs). The Dividend, if approved, will be paid to those members whose names appear on the Register of Members / Register of Beneficial Owners maintained by Depositories as on 4th September, 2015 .

During the year the Company has not transferred any amount to General Reserve.

3. PERFoRMANCE:

All the 3 divisions of the Company performed quite well, considering the highly competitive categories that they operate in. Health Care - This Division primarily focuses on the specialized Oral Care category and is dominated by the long & trusted brand of ''Emoform'' made under license from Dr. wild & Co., Switzerland. The medicated toothpaste for sensitive teeth sold under this brand has been consistently growing over the last few years inspite of aggressive OTC promotions and mass advertising by International brands.

The Division through its Professional sales team shares a good rapport and relations with Dentists who support the brand because of its efficacy.

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

1. COTY - Paris, for its ''Playboy'' &''Lamborghini'' range of Deo Body Sprays & EDT Perfumes.

2. HOYU - Japan, for its ''Bigen'' range of Hair colour products.

This division continues to sustain inspite of higher competition.

Own Brands - The focus in this Division is on expanding the Baby care range under the ''Morisons Baby Dreams'' brand, and the efforts continue to grow this division for the future. The Company has also forayed into a new range of products.

The Company continues to explore newer opportunities and shall assign the same to the respective Divisions depending on the infrastructural strength of each to match the Category/Channel. There was no change in business activities of the Company during the financial year under review.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

4. SHARE Capital of The CoMPANY:

The paid up equity share capital of your Company is Rs. 1,36,50,340/- (Rupees One Crore Thirty Six Lakhs Fifty Thousand Three Hundred Forty only) divided into 13,65,034 Equity shares of the face value of Rs. 10/- (Rupee Ten) each.

5. SUBIDIARY, JoiNT VENTURE AND ASSoCIATE CoMPANIES:

The Company do not have any subsidiary, joint venture or Associate Company during the financial year.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Raghu Nandan Mody, (DIN 00053329) Chairman of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

b) Appointment of Directors:

The Board of Directors of the Company appointed Mrs. Sakshi Mody (DIN: 06518139), as Executive Director - Strategy w.e.f. 29th May, 2014 for a period of 3 years. Further, Mr. Sandip Das (DIN 02860902) was appointed as an Additional (Executive) Director w.e.f. 24th December, 2014 for a period of 3 years, subject to the approval of shareholders at the ensuing Annual General Meeting. Also, Mr. Dinesh Sharma, (DIN 06798909) and Mr. Chakrapani Brajesh Misra, (DIN 07184034) were appointed as Additional (Independent) Directors of the Company w.e.f. 24th December, 2014 and 20th May, 2015 respectively, for a period of

5 years, subject to approval of shareholders at the ensuing Annual General Meeting. The Company has received notices along with requisite deposit from a member of the Company under Section 160 of Companies Act, 2013 proposing their candidature for the office of Directors of the Company. Your Board recommends their appointment.

c) Cessation of Directors:

Mr. Brij Gopal Roy, Independent Director and Mr. Bipin Vengsarkar, Executive Director of the Company resigned from the directorship of the Company w.e.f. 15th December, 2014 and 24th December, 2014 respectively. Mr. Atul Tandan, Independent Director of the Company passed away on 1st March, 2015 due to cardiac arrest. The Board places on record its appreciation for their valuable contribution made during their tenure as Directors of the Company.

As stipulated under the Clause 49 VIII (E) of the Listing Agreement with BSE Limited and The Calcutta Stock Exchange Limited, brief resume of the Directors proposed to be appointed/re-appointed are given in the Notice convening 80th Annual General Meeting.

d) Declaration from Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, where the share of the Company are listed.

e) Annual performance evaluation by the Board:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination

6 Remuneration Committees. The Board has devised questionnaire to evaluate the performances of each of executive and non- executive and Independent Directors. The questions are prepared considering the business of the Company and the expectations that the Board has from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

The details of the programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: www.jlmorison.com/public/downloads/Independent-Director.pdf

f) Key Managerial Personnel (KMPs):

Mr. Sohan Sarda was appointed as Chief Financial Officer and Mr. Kuldip Balasia, as VP - Corporate Affairs & Company Secretary of the Company, both w.e.f. 29th May, 2014.

7. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

8. EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure A.

9. meetings of THE board:

The Board met six times during the year, the details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. POLICY ON DIRECTORS'' APPOINTMENT & REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Report on Corporate Governance.

12. REMARKS ON QUALIFICATION BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS:

There was no qualification/adverse remarks in both Statutory and Secretarial Audit Reports.

13. RISKS AND AREAS OF CONCERN:

The Company has laid down a well defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. Details of material related party transactions are given in the prescribed Form AOC - 2 and is appended to this report as Annexure B.

The policy on Related Party Transactions as approved by the Board of Directors of the Company has been uploaded on the website of the Company. The web link of the same is as under: http://www.jlmorison.com/public/downloads/Policy%20on%20 Related%20Party%20transaction.pdf

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 is given under Notes to Accounts of financial statements.

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company''s operations in future.

17. AUDIT COMMITTEE AND ITS COMPOSITION:

As on 31st March, 2015, the Audit Committee comprised of Mr. Sanjay Kothari, Mr. Dinesh Sharma and Mr. Sandip Das. Mr. Sanjay Kothari is the Chairman of Audit Committee of the Company. Mr. Kuldip Balasia, Company Secretary of the Company acts as Secretary of the Audit Committee. Other details with respect to the Audit Committee is given in the Corporate Governance Report as required under Clause 49 of the Listing Agreement, which is annexed to this report.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company''s internal control, financial reporting process and Vigil Mechanism.

18. WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY:

The Company has a Vigil Mechanism / whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism

and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the Company'' website.

we affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

19. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Manish Ghia & Associates a firm of Company Secretaries in practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is appended to this report as Annexure C and forms part of this report.

20. INTERNAL AUDIT:

The Company has appointed M/s. Malpani & Associates, Chartered Accountants, Mumbai, as its Internal Auditor. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to the Audit Committee.

21. CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchanges, the following have been made a part of the Annual Report and are attached to this report:

- Management Discussion and Analysis Report

- Corporate Governance Report

- Auditors'' Certificate regarding compliance of conditions of Corporate Governance

22. MANAGERIAL REMMUNERATION AND OTHER DETAILS:

The necessary details/disclosures of Ratio of Remuneration to each Director to the median employee''s remuneration and other details pursuant to the section 197(12) of the Companies Act, 2013 and as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended to this report as Annexure D.

23. sTATUTORY AUDITORs:

M/s. Haribhakti & Co.,LLP Chartered Accountants (Firm Registration No. 103523w), Mumbai, the Statutory Auditors of your Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Statutory Auditors.

Your Directors recommend the re-appointment of M/s. Haribhakti & Co., LLP Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial statements for the financial year 2015-16.

24. COsT AUDITORs:

As per the provisions of Companies (Cost Records and Audit) Rules, 2014 notified on 30th June, 2014, the Company is not required to appoint Cost Auditors.

25. CONsERVATION OF ENERGY, TECHNOLOGY ABsORPTION, FOREIGN EXCHANGE EARNINGs AND OUTGO:

The details of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are appended to this report as Annexure E.

26. INTERNAL FINANCIAL CONTROLs WITH REFERENCE TO THE FINANCIAL sTATEMENTs:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically and used efficiently and adequately protected.

27. INFORMATION UNDER THE sEXUAL HARRAssMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDREssAL) ACT, 2013:

The Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

28. LISTING :

The Securities and Exchange Boards of India (SEBI) vide its order dated 26th December, 2014 de-recognised the Banglore Stock Exchange Limited, accordingly equity shares of the Company stand de listed from the said Stock Exchange w.e.f. that date. The equity shares of the Company continues to be listed on BSE Ltd. and the Calcutta Stock Exchange Ltd.

29. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude for the continued co-operation and patronage extended by the esteemed customers, Shareholders, Bankers, Trade Partners and Employees and look forward for their continued support in the future as well.

For and on behalf of the Board of Directors

Place: Mumbai sandip Das sanjay Kothari Date: 20 th May, 2015 executive Director & CEo Director

Registered Office:

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

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Mar 31, 2014

The Members

J. L. Morison (India) Limited

The Directors have pleasure in presenting the 79th Annual Report and Financial Statements of the Company for the financial year ended on 31st March, 2014.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs) Sr. Particulars Current Previous No. Year Year ended on ended on 31/03/2014 31/03/2013

1. Total Revenue (net) 9,392.86 11,973.27 2. Profit before Finance Cost, 475.74 409.93 Depreciation & Amortization expenses and tax 3. Finance Cost 43.98 107.87 4. Depreciation and Amortization 107.56 101.03 expenses 5. Profit before exceptional items and 324.20 201.03 Jax 6. Provision for tax 90.01 58.41 7. Profit after tax 234.19 142.62 8. Balance of profit as per last 160.81 34.05 Balance Sheet 9 Balance available for appropriation 395.00 176.67 10. Proposed dividend 13.65 13.65 11. Dividend Tax 2.32 2.21 12. Transfer to General Reserve - - 13. Transfer to Balance Sheet 379.031 160.81

DIVIDEND:

Considering the financial position of the Company, your Directors recommend a dividend ofRs. 1/- (10%) per share (Previous year - Rs. 1/- (10%) per share) for the year 2013-2014. PERFORMANCE:

All the 3 divisions of the Company performed quite well, considering the highly competitive categories that they operate in. Health Care - This Division primarily focuses on the specialized Oral Care category and is dominated by the long & trusted brand of ''Emoform'' made under license from Dr. Wild & Co., Switzerland. The medicated toothpaste for sensitive teeth sold under this brand has been consistently growing over the last few years inspite of aggressive OTC promotions and mass advertising by International brands.

The division through its Professional sales team shares a good rapport and relations with Dentists who support the brand because of its efficacy.

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

1. COTY - Paris, for its ''Playboy'' &''Lamborghini'' range of Deo Body Sprays & EDT Perfumes.

2. HOYU - Japan, for its ''Bigen'' range of Hair colour

products. With the launch of ''Bigen'' Easy n Natural range last year, the brand is gradually finding acceptance and HOYU continues to invest heavily in the range to ensure steady growth over the coming years. This is being viewed as the range for future growth and is being very aggressively supported through TV advertising and Trade support. The brand ''Bigen'' has recorded the highest growth this year. The other products in the range have also shown good growth.

The ''Playboy'' range especially the Deo Body Sprays dominated this category both in the General Trade & Modern Trade. In spite of disruption in supplies for a few months, the ''Playboy'' range has shown growth in the Channels that the Division operates. A major breakthrough was achieved with the signing of a new agreement for the marketing of the ''Fair One'' brand from the house of Shahnaz Husain in December 2013. It will be a renewed launch in the coming Financial year with a totally new- look & improved formulation under the brand ''Fair One plus'' for a fairer plus healthier skin. The Division is fully geared to meet the challenges in this highly competitive category. Own Brands - The focus in this Division is on expanding the Baby care range under the ''Morisons Baby Dreams'' brand, and the efforts made in the last couple of years has resulted in good growth. Along with the expansion in the range of Baby care appliances, the Company has also forayed in to a new range of products like Breast pumps, Nipple shields /pullers for the mothers.

The Company continues to explore newer opportunities and shall assign the same to the respective Divisions depending on the infrastructural strength of each to match the Category/Channel.

DIRECTORS:

During the period under review, the Board of Directors of the Company appointed Mr. Bipin Vengsarkar as an Additional Director and also as an Executive Director of the Company for a period of 3 (three) years w.e.f. 1st November 2013. Further, the Board of Directors of the Company appointed Mr. Brij Gopal Roy and Mrs. Sakshi Mody as Additional Directors of the Company w.e.f. 29th May 2014. Mrs. Sakshi Mody is also appointed as an Executive Director of the Company for a period of 3 (three) years w.e.f. 29th May 2014.

In terms of provisions of Section 161 of the Companies Act, 2013, Mr. Bipin Vengsarkar, Mr. Brij Gopal Roy and Mrs. Sakshi Mody hold office as such up to the date of ensuing Annual General Meeting of the Company. The Company has received notices from member under Section 160 of the Companies Act, 2013 together with necessary deposit proposing their candidature for the office of Director of the Company. The Board recommends for their appointment as Directors of the Company. In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Raghu Nandan Mody, Chairman of the Company, retires by rotation and being eligible, offers himself for re- appointment.

In terms of the provisions of Section 149 and 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and shall not be liable to retire by rotation. To comply with these provisions, it is proposed to appoint Mr. Atul Tandan and Mr. Sanjay Kothari as Independent Directors of the Company to hold office as such

upto 31st March, 2019 and Mr. Brij Gopal Roy as an Independent Director of the Company to hold office as such upto 28th May, 2019, who shall not be liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchanges. Your Board recommends for their appointment as Independent Directors of the Company in terms of the provisions of the Companies Act, 2013.

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

Brief resume of the Directors proposed to be appointed/ re-appointed as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges are given in the Notice convening 79th Annual General Meeting.

PUBLIC DEPOSITS:

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

a) The applicable Accounting Standards have been followed and proper explanations relating to material departures have been given wherever necessary;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2014 and of the profits of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

STATUTORY AUDITORS:

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

Your Directors recommend the re-appointment of M/s. Haribhakti & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial statements for the financial year 2014-2015.

STOCK EXCHANGES:

The Company''s shares are listed at BSE Limited, The Calcutta Stock Exchange Association Limited and the Bangalore Stock Exchange Limited and the Annual Listing Fees for the year 2014- 2015 has been paid to all the Stock Exchanges. SECRETARIAL COMPLIANCE CERTIFICATE:

As required under the provisions of Section 383A of the Companies Act, 1956, Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai for the financial year 2013-2014 is annexed herewith and forms part of this Annual Report. CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement entered into with various stock exchanges, Management Discussion and Analysis Report and Corporate Governance Report are annexed herewith and form part of this Report.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harrashment of Women Act Workplace (Prevention, Prohibition and Redressal) Act , 2013. During the year, no complaint was filed before the said Committee.

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

In view of the nature of business activities currently being carried out by the Company, your Directors have nothing to report as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to Conservation of Energy, Technology Absorption. Details of total foreign exchange used and earned:

(AmountRs. in Lacs) Particulars 2013-2014 2012-2013 Foreign Exchange Used 2,037.28 3,363.23 Foreign Exchange Earned Nil Nil

PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended; hence no such particulars are furnished.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and deep appreciation for the continued support and co-operation received by the Company from the Shareholders, Bankers, Trade Partners and Employees and look forward for their continued support in the future as well.

For and on behalf of the Board of Directors

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

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Mar 31, 2013

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

The Directors have great pleasure in presenting the 78th Annual Report and Financial Statements of the Company for the financial year ended on 31st March, 2013.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Sr. No. Particulars Current Previous Year Year 31/03/2013 31/03/2012

1. Total Revenue (net) 11,973.27 10,741.67

2. Profit before Finance Cost, Depreciation & Amortization expenses and tax 409.93 235.21

3. Finance Cost 107.87 121.59

4. Depreciation and Amortization expenses 101.03 83.70

5. Profit before exceptional items and tax 201.03 29.92

6. Provision for tax 58.41 20.27

7. Profit after tax 142.62 9.65

8. Balance of profit as per last Balance Sheet 34.05 40.26

9. Balance available for appropriation 176.67 49.91

10. Proposed dividend 13.65 13.65

11. Dividend Tax 2.21 2.21

12. Transfer to General Reserve

13. Transfer to Balance Sheet 160.81 34.05



DIVIDEND

Considering the financial position of the Company, your Directors recommend a dividend ofRs.1/- (10%) per share (Previous year - Rs. 1/- (10%) per share) for the year 2012-13.

PERFORMANCE

Company''s decision of addressing needs of the market by formulating different teams focused on different market segments have started paying rich dividends. Clear focus on the expanded portfolio has proved to be a good exercise which resulted into increase in turnover growth as compared to previous year''s levels.

The Company has forayed more in developing own brands for a long term sustenance and growth. The Company extended its offering within the existing product categories and introduced new variants under its brand Fresh Valley (Air fresheners). The initial market response has been encouraging for this brand. The new variants launched are Floral, Rajnigandha, Fruity and Mogra. This is in the sync of brand''s idea of continuously offering market newness.

JLM''s own brand Division has primarily focused on developing Baby range products especially catering 0-3 years. The division has shown continuous commitment towards enabling mothers to take better care of their new born babies. There have been a series of new launches addressing needs of mothers. Few of them are Baby Mat, Bottle Warmer Bag, Single and Double Warmer, Diaper Bag, Growth Set of Feeding Bottles, Wide Mouth Bottle, Softie Sippie Feeding Cup, Wide Mouth Teat, Sippie Feeding Cup, Hair Brush and Comb Set, Baby Rattle, Baby Wipes, Premium Rattle, Teat with Nubs, Spill Free Feeding Cup, Bath Set, Long Handle Sparkle Brush, Digital Thermometer, BPA free Feeding bottle, Baby Booties, Shiny Astro Toothbrush, Shiny Caterpillar Toothbrush, Wonder Wheel Toy etc.

Customers have reacted positively to these products. The trust in the brand name Morisons have gone up manifold for the trade channels.

The division also aggressively tried to communicate the benefits of the brand with mothers by participating in events, Mother, baby and child expo, organizing Smart Mum (JLM''s initiative to bring mothers together to interact with each other)

The biggest launch for Life Style Division has been Bigen "Easy N Natural". An innovative product from the house of Hoyu, Japan. This product can be applied on hair by hand, without using a brush, like hair oil. Renowned Indian actress "Juhi Chawla" has been appointed as brand ambassador and decent budget has been allocated to promote the brand in the Indian Market. The initial response is satisfactory.

Life Style Division also extended the portfolio of Coty by Launching Sportivo, Berlin and VIP in the Indian Market. This will strengthen the Brands presence and help JLM in growth.

During the year, the sales of Emoform - R, the toothpaste for inflamed gums & sensitive teeth recorded a good growth. Dental consumables and Morison Happy Smile-teeth whitening pen is a unique product which are continuously on the growth path. Lignotox- the local anesthetic has also become popular widely in a very short time at institutional level and it has been approved by Ministry of Defence.

DIRECTORS

Lt. Gen. (Retd.) K.S. Brar, Director of the Company resigned from the Directorship of the Company on 18th May, 2012. The Board places on record its appreciation for his valuable contribution during his tenure as a Director of the Company.

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Atul Tandan, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment.

Your Directors recommend re-appointment of Mr. Atul Tandan, as Director of the Company at the ensuing Annual General Meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, and on the basis of the information placed on record, the Directors of the Company would like to state that:

I. the applicable accounting standards have been followed and whenever required, proper explanations relating to material departures have been given;

II. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Profits of the Company for the year ended on that date;

III. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. the Accounts have been prepared on a going concern basis.

PUBLIC DEPOSITS

During the year ended 31st March, 2013, the Company has not accepted or renewed any public deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, Mumbai, the Statutory Auditors of your Company hold office as such upto the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have also confirmed that their re-appointment, if made, would be in accordance with the provision of Section 224 (1B) of the Companies Act, 1956.

Your Directors recommend the re-appointment of M/s. Haribhakti & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office as such from the conclusion of the ensuing Annual General Meeting till the conclusion of next Annual General Meeting and to audit financial accounts of the Company for the financial year 2013-14.

STOCK EXCHANGES

The Company''s shares are listed at BSE Limited, The Calcutta Stock Exchange Association Limited and the Bangalore Stock Exchange Limited and the Annual Listing Fees for the year 2013 - 2014 has been paid to all the stock exchanges.

SECRETARIAL COMPLIANCE CERTIFICATE

As required under the provisions of Section 383A of the Companies Act, 1956, Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai for the financial year 2012-13 is annexed herewith and forms part of this Annual Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement entered into with various stock exchanges, Management Discussion and Analysis Report and Corporate Governance Report are annexed herewith and form part of this Report.

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

In view of the nature of business activities currently being carried out by the Company, your Directors have nothing to report as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to Conservation of Energy, Technology Absorption.

During the Financial year 2012 - 2013, total foreign exchange used and earned wasRs.3,363.23 Lacs (previous yearRs.4,322.66 Lacs) and Rs. nil (previous year Rs. nil) respectively.

PARTICULARS OF EMPLOYEES

No employees were in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended; hence no such particulars are furnished.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude and wishes to place on record, their deep appreciation for the continued support and co-operation received by the Company from the Shareholders, Bankers, Trade Partners and Employees and look forward for their continued support in the future as well.



For and on behalf of the Board of Directors

Place : Mumbai Raghu Mody

Date : 10th May, 2013 Chairman

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Mar 31, 2012

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

The Directors' have great pleasure in presenting the 77th Annual Report and Statement of Accounts of the Company for the financial year ended on 31st March, 2012.

Financial highlights (Rs. in Lacs)

Sr. No. Particulars 2011-12 2010-11

1 Total Revenue (Net) 10,741.67 10,149.43

2 Profit before finance cost, depreciation and amortisation expenses & tax 235.21 241.71

3 Finance cost 121.59 150.16

4 Depreciation and amortisation expenses 83.70 83.31

5 Profit before exceptional items and tax 29.92 8.24

6 Provision for Tax 20.27 7.41

7 Profit after Tax 9.65 0.83

8 Balance of profit as per last Balance Sheet 40.26 55.29

9 Proposed dividend 13.65 13.65

10 Dividend Tax 2.21 2.21

11 Transfer to General Reserve - -

12 Transfer to Statement of Profit and Loss 34.05 40.26

Dividend

Considering the financial position of the Company, your Directors recommend a dividend of Rs. 1/- (10%) per share (Previous year- 1/- (10%) per share).

Performance

The year under review, was a year of consolidation and growth for the Company. The strategy adopted last year of different division focused on different set of consumer's need, has paid dividend and with dear focus on the expanded portfolio has proved to be a good exercise which resulted into increase in turnover growth as compared to previous year's level.

The Company has forayed in developing own brands for a long term sustenance and growth. The Company introduced air fresheners, under its Life Style Division with the brand name Seasons which comes in five fragrances viz. Sandalwood, Lime, Jasmine, Lavender and Rose. The initial market response is encouraging for this brand.

Life Style Division also introduced F5 "Male and Female Deodorant Body Spray". It comes in 3 variants for Male viz. Ctrl, Enter and Insert and 3 variants for Female viz. Shift, Home and Esc.

Life Style Division also extended the portfolio of Coty by launching London Variant and planning to launch Berlin and VIP in the Indian Market. This will strengthen the brands presence and help JLM in growth.

Moreover, JLM also successfully launched Bigen Men's Speedy and Bigen Men's Beard which received a good response from the market. The coming year Hoyu has plans to invest in brand building which will ensure growth for the brand as well as JLM.

Zero Gravity which was extended into personal care and grooming products last year was revamped this year and has been launched in a new Avatar. It has got a positive review from the market and got good response from Modern Trade outlets.

JLM's Own Brand Division has focused on developing Baby range products especially catering in the age group of 0-3 years. It has re-grouped into 3 sub-categories viz.:

1. BABY NEEDS: Regular Feeder, Designer Feeder, Mini Feeder, Spoon Feeder, Royal Feeder, Wide Mouth Feeder and Softie Teats Range.

2. MASTI TIME: Cool Buddy, Tooth Buddy, Poochie Cup, Sippe Cup, Softie Sippie Cup, Soft Touch Powder Puff and Baby on Board.

3. HEALTH AND HYGIENE: Sparkle Feeder, Nipple Cleaning Brush, Comb, Baby Soap and Soothing Talc.

During the year the sales of EMOFORM - the toothpaste for sensitive teeth and gum care recorded a good growth. This division has further extended to cater the need of dentist requirement by introducing own brands which includes Dental consumables and an innovative tooth whitening pen "Morison Happy Smile". Dentists have accepted this product with open arms and have appreciated the positive contribution for dentists by introducing such innovative products.

Public Deposits

During the year ended 31st March, 2012, the Company has not accepted or renewed any public deposits within the meaning of section 58 A and 58 AA of the Companies Act, 1956 and rules framed there under.

Cost Audit

The Company has made an application to the Central Government for seeking exemption from appointment of cost auditor for the financial years 2009-10, 2010-11 and 2011-12 and same has been approved by the the Central Government.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

In view of the nature of business activities currently being carried out by the Company, your Directors have nothing to report as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 with respect to Conservation of Energy and Technology Absorption.

During the Financial year 2011-12, total foreign exchange used and earned was Rs. 4322.66 Lacs (previous year Rs. 4,547.17 Lacs) and Rs. nil (previous yearRs. 163.20 Lacs) respectively.

Particulars of Employees

During the year under review, there were no employees in respect of whom information under section 217(2A)'6f the Companies Act, 1956 is required to be given in the Directors' Report.

Directors

Mr. Sanjay Kothari was appointed as an Additional Director of the Company by the Board w.e.f. 5lh August, 2011 and pursuant to the provisions of Section 260 of the Companies Act, 1956 holds office upto the date of ensuing Annual General Meeting of the Company. The Company has received a notice under section 257 of the Companies Act, 1956 in writing alongwith necessary deposit, proposing his candidature for the office of Director of the Company.

Mr. Raghu Mody and Mr. Shamsunder Aggarwal, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

Your Directors recommend the appointment of Mr. Sanjay Kothari and reappointment of Mr. Raghu Mody and Mr. Shamsunder Aggarwal as Directors of the Company at the ensuing Annual General Meeting ofthe Company.

Auditors

M/s. Haribhakti & Co., Chartered Accountants, Mumbai, the Statutory Auditors of your Company hold office as such upto the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have also confirmed that their re-appointment, if made, will be in accordance with the provision of section 224 (1B) ofthe Companies Act, 1956.

Your Directors recommend the re-appointment of M/s. Haribhakti

& Co., Chartered Accountants, as Statutory Auditors of the Company to hold office as such from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting and to audit financial accounts of the Company for the financial year 2012 -13.

Stock Exchanges

The Company's shares are listed at BSE Limited, The Calcutta Stock Exchange Association Limited and the Bangalore Stock Exchange and the Annual Listing Fees for the year 2012 - 13 has been paid to all the stock exchanges.

Secretarial Compliance Certificate

As required under the provisions of section 383A of the Companies Act, 1956, Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai for the financial year 2011-12 is annexed herewith and forms part of this Annual Report.

Corporate Governance

As required under Clause 49 of the Listing Agreement entered into with various stock exchanges, Management Discussion & Analysis Report and Corporate Governance Report are annexed herewith and form part of this Report.

Directors' Responsibility Statement

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956 and on the basis of the information placed on record, the Directors of the Company would like to state that:

I. the applicable accounting standards have been followed and whenever required, proper explanations relating to material departures have been given;

II. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the Profit of the Company for the year ended on that date;

III. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. the Accounts have been prepared on a going concern basis.

Acknowledgement

Your Directors acknowledge the support given by the Shareholders, Bankers, Trade Partners and Employees and look forward for their continued support.

For and on behalf of the Board of Directors

Place : Mumbai Raghu Mody

Date : 18th May, 2012 Chairman

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Mar 31, 2011

The Members J. L. Morison (India) Limited

The Directors' have pleasure in presenting the 76th Annual Report and Statement of Accounts of the Company for the financial year ended on 31s'March, 2011.

Financial Highlights

(Rs. in Lakhs)

2010-11 2009-10

(a) Sales & Other Income 10,209.48 8,325.53

(b) Cost of Sales 9,986.53 8,015.82

(c) Gross Profit 222.95 309.71

(d) Interest 132.58 192.24

(e) Depreciation 83.31 86.86

(f) Profit before tax and prior period adjustments 7.06 30.61

(g) Provision for Taxation 6.23 9.10

(h) Prior period adjustment - 51.57

(I) Net Profit after Tax 0.83 73.08

(j) Balance brought forward from Previous Year 55.28 -

(k) Dividend 13.65 13.65

(I) Dividend Tax 2.21 2.32

(m) Transfer to General Reserve - 1.83

(n) Transfer to P & L account 40.25 55.28

Dividend

Considering the financial position of the Company, your Directors recommend a dividend of Re. 1/-(10%) per share (Previous year-Re. 1/-(10%) per share).

Performance

The year under review, is a year of consolidation for the Company. The partnerships with leading brands, divisionalisation and with clear focus on the expanded portfolio has proved to be a good exercise which resulted into increase in turnover growth as compared to previous year's levels.

The Company also introduced air fresheners, under its own brand: Fresh Valley, in five fragrances. This incurred product development costs, which we should more than recover next year, as the initial market response is encouraging.

Zero Gravity is further being extended into other personal care and grooming products and Baby range products have also extended into ancillary products such as teether, feeding cups, brushes etc to build a strong and sustainable own brand business.

During the year the sales of EMOFORM the toothpaste for sensitive teeth and gum care, recorded a good growth. This division has further extended to cater the need of dentist requirement by introducing the brand such as Flexi- Gel, Linkage, Impression Paste and Resto etc.

The Coty range of products such as Playboy men's and Women's range products are growing steadily.

Public Deposits

During the year ended 31st March 2011, the Company has not accepted or renewed any public deposits.

Cost Audit

The Company has made an application to the Central Government for seeking exemption from appointment of cost auditor for the financial years 2009-10, 2010-11 and 2011-12 and the same is pending with the Central Government.

Particulars of Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

In view of the nature of activities currently being carried out by the Company, your director have nothing to report as required under the Companies ( Disclosure of particulars in the Report of Board Directors) Rules, 1988 with respect to conservation of energy, technology absorption respectively are not applicable to the Company.

During the Financial year 2010-11, total foreign exchange used and earned was Rs. 4,547.17 Lakhs (previous year Rs. 3,693.83 Lakhs) and Rs. 163.20 lakhs (previous year Rs. Nil) respectively.

Particulars of Employees

During the year there were no employees in respect of whom information under section 217(2A) of the Companies Act, 1956 is required to be given in the Director's Report.

Directors

Mr. Varunn Mody, Executive Director of the Company resigned from such post w.e.f 15.01.2011, however he continues as Non-Executive Director of the Company.

Mr. D.L. Lyon, independent director of the company resigned from the Directorship of the Company w.e.f. 29.10.2010. The Board places its gratitude towards him for valuable guidelines extended by him during his tenure as Director of the Company.

Lt. Gen. (Retd.) K.S. Brar and Mr. Varunn Mody, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

Your directors recommend for the reappointment of Lt. Gen. (Retd.) K.S. Brar and Mr. Varunn Mody as Directors of the Company.

Auditors

M/s. Haribhakti & Co., Chartered Accountants, Statutory Auditors of the Company holds office as such upto the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. They have also confirmed that their re-appointment, if made, will be in accordance with the provision of section 224 (1B) of the CompaniesAct, 1956.

Your directors recommend the reappointment of M/s. Haribhakti & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office as such from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting and to audit financial accounts of the Company for the year 2011 -12.

Stock Exchanges

The Company's shares are listed at Bombay Stock Exchange Limited, The Calcutta Stock Exchange Association Limited and the Bangalore Stock Exchange and the Annual Listing Fees for the year 2011-12 has been paid to all the stock exchanges.

Secretarial Compliance Certificate

As required under Section 383Aof the Companies Act, 1956, Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai for the financial year 2010 -11 is annexed herewith and forms part of this Annual Report.

Corporate Governance

As required under Clause 49 of the Listing Agreements entered into with various stock exchanges, Management Discussion & Analysis and Report on Corporate Governance are annexed herewith and form part of this Report.

Directors' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, and on the basis of the information placed, the Directors of the Company would like to state that:

I. the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given;

II. the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

III. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. the Accounts have been prepared on a going concern basis.

Acknowledgement

Your Directors acknowledge the support given by the Shareholders, Bankers, Trade Partners and Employees and look forward for their continued support.

For and on behalf of the Board of Directors

Place: Mumbai R. N.Mody Date : 25th May,2011 Chairman

Registered Office: Rasoi Court, 20, Sir R N Mukherjee Road,

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Mar 31, 2010

The Directors have pleasure in presenting the 75th Annual Report and Statement of Accounts of the Company for the financial year ended on 31st March, 2010.

Financial highlights Rs.in Lacs)

2009-10 2008-09

(a) Sales & Other Income 8,325.53 11,875.30

(b) Cost of Sales 8,015.82 11,444.84

(c) Gross Profit 309.71 430.46

(d) Interest 192.24 235.72

(e) Depreciation 86.86 101.97

(f) Profit before tax and prior

period adjustments 30.61 92.77

(g) Provision for Taxation 9.10 16.01

(h) Prior period adjustment 51.57 (3.62)

(i) Net Profit after Tax 73.08 80.38

(j) Dividend 13.65 13.65

(k) Dividend Tax 2.32 2.32

(I) Transfer to General Reserve 1.83 64.41

(m) Transfer to P & L account 55.28 -

Dividend

Considering the financial position of the Company, your Directors recommend a dividend of Re. 1/- (10%) per share (Previous year Re. 1.00 per share-10%).

Performance

In the year 2009-2010, we embarked on a new journey, with strong partnerships and leading brands in the portfolio. With the economy beginning to pick up, consumption and spending reverting back to near normal, it was a relatively good time to launch many of the recently acquired brands of the past year. With each division now having clear focus of the expanded portfolio, your company has been able to nearly double the FMCG business from the previous years levels. This being the first year with a strong portfolio of brands, the future seems bright.

Though the overall turnover of the company has seen a dip from 119 Crore to 83 Crore, the growth of the FMCG business was significant and less dependency on the volatile oil trading business, where margins are at the risk of currency fluctuations lays a strong foundation for this new era.

The launch of Playboy on the 22nd April, 2009 in Mumbai was huge success. The coverage across all media platforms, like Television, Print, and electronic Media, gave the brand and the business the much needed motivation to succeed. This new business has contributed to nearly 25% of our FMCG business in its first year itself, and with acceptance of the products by the Indian Consumer being high, the business with Coty is set to grow in India. The partnership has strengthened and we are working with them to extend the product offerings for the brands for India.

The partnership with Merisant Company USA remains stable and the brand Equal which your company exclusively distributes in India maintained market share.

The partnership with Hoyu of Japan progressed with the Launch of Bigen Speedy the cream hair colorant from their vast stable of brands. The hair care segment which is growing in India, provides potential for further growth for our business.

Our partnership with Alberto Culver also saw the launch of the leading skin care brand St. Ives, along with the hair care products of Vo5 and Alberto Balsam. While the launch happened towards the middle of the financial year, the contribution from this business in the latter half of the year has been healthy forthe overall business of your company.

The newly created Lifestyle Division has been able to add to the growth of the FMCG business, and in the first year itself contributed nearly a third of the total brands business of your company. In the Modern Trade, JLM has reestablished itself as a leading player in the imported deodorants business, with most of the brands being the best selling brands across many leading retail chains.

Zero Gravity, the Company owned brand launched last year in the deodorant market segment, has made a significant impact in the Modern Trade amongst the vast clutter of brands available. While the segment continues to grow, the prospect of the brand remains significant. Zero Gravity is further being extended into Fragrances and other personal care products to build a strong and sustainable own brand business. The existing range of feeding bottles/nipples, colognes and brushes continue to do well. Your company will invest in building and extending its own brands business for the long term stability of the company.

EMOFORM continues to grow year on year and this years performance has well surpassed the last years sales for the brand. We continue our endeavor to build this division of the business and are launching other dental consumables, which are in the final stages of their development. The health care team has, through their dedication and hard work, surpassed what they set out to do for the year.

To summarize, the past year has been a successful first year, after the completion of our transition. While the investments made into the business for the long term have kept the bottom line under severe pressure, the coming years will be dedicated to building a stronger foundation for the future.

Public Deposits

During the year ended 31st March 2010, the Company has not accepted or renewed any public deposits.

Cost Audit

Pursuant to the provisions of section 233B of the Companies Act, 1956 the Central Government had directed your Company to conduct audit of the Cost Accounts relating to its Cosmetic & Toiletries products. The Company has submitted the Cost Audit Report duly audited by the Cost Auditor of the Company, M/s. P. M. Nanabhoy & Company, Cost Accountant, Mumbai, to the Central Government upto the financial year 2008-2009.

In view of discontinuation of manufacturing activities currently at Waluj plant, the Company has made an application to the Central Government for seeking exemption from appointment of cost auditor for the financial years 2009 -10, 2010 -11 and 2011-12.

Particulars of Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

a) Conservation of Energy:

As required under Section 217(1)(e) of the Companies Act, 1956 and the rules made therein the particulars of conservation of energy is given in Annexure attached

As the Companys manufacturing activities are discontinued, the Directors have nothing to report as regards to the Technology Absorption.

c) Foreign Exchange Earnings and Outgo:

During the Financial year 2009-2010, total foreign exchange used and earned was Rs. 3,693.83 Lakhs (previous year Rs. 7,328.97 Lakhs) and Rs. Nil (previous year Rs. Nil) respectively.

Particulars of Employees

During the year there were no employees in respect of whom information under section 217(2A)ofthe Companies Act, 1956 is required to be given in the Directors Report.

Directors

Mr. Sham sunder Aggarwal was appointed as an Additional Director of the Company w.e.f. 28th January, 2010. Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. Shamsunder Aggarwal holds office as such upto the date of this Annual General Meeting. The Company has received a notice along with requisite deposit under Section 257 of the Companies Act, 1956 proposing his candidature for the office of Director.

Mr. D. L. Lyon and Prof. Atul Tandan, Directors of the Company retire by rotation and being eligible, offer themselves for re- appointment.

Your directors recommend for the reappointment of Mr. D. L. Lyon and Prof. Atul Tandan as Directors of the Company and appointment of Mr. Shamsunder Aggarwal as Director of the Company.

Auditors

M/s. Haribhakti & Co., Chartered Accountants, Statutory Auditors of the Company holds office as such upto the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. They have also confirmed that their re-appointment, if made, will be in accordance with the provision of section 224 (1B) of the Companies Act, 1956.

Your directors recommend the reappointment of M/s. Haribhakti & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office as such from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting and to audit financial accounts of the Companyfortheyear2010-11.

Stock Exchanges

The Companys shares are listed at The Calcutta Stock Exchange Association Limited, Bombay Stock Exchange Limited and the Bangalore Stock Exchange and the Annual Listing Fees for the year 2010-2011 has been paid to the all the stock exchanges.

Secretarial Compliance Certificate

As required under Section 383A of the Companies Act, 1956, Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai for the financial year 2009-2010 is annexed herewith and forms part of this Annual Report.

Corporate Governance

As required under Clause 49 of the Listing Agreements entered

into with various stock exchanges, Management Discussion & Analysis and Report on Corporate Governance are annexed herewith and form part of this Report.

Directors Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, and on the basis of the information placed, the Directors of the Company would like to state that:

I. the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given;

II. the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

III. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. the Accounts have been prepared on a going concern basis.

Acknowledgement

Your Directors acknowledge the support given by the Shareholders, Bankers, Trade Partners and Employees and look forward for their continued support.



For and on behalf of the Board of Directors



Place: Mumbai R. N. Mody

Date :21st May, 2010 Chairman

Registered Office:

Rasoi Court

20, Sir R N. Mukherjee Road,

Kolkata - 700 001