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Directors Report of J L Morison (India) Ltd.

Mar 31, 2016

to the Members,

J. L. Morison (India) Limited

The Directors feel great pleasure in presenting 81st Annual Report of your Company comprising the Audited Financial Statements for the year ended 31st 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. 20th 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. 20th 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. 19th 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. 24th December, 2014 and Mr. Chakrapani Brajesh Misra w.e.f. 20th May, 2015. Subsequently they were appointed as Directors of the Company in the 80th Annual General Meeting of the Company held on 11th September, 2015.

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.

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. 29th 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 31st 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 31st 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 4th 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: 19th May, 2016 Executive Director & CEO Director

DIN: 02860902 DIN:00258316

Registered Office:

Rasoi Court,

20, Sir R.N. Mukherjee Road,

Kolkata - 700 001


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


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


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


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


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,


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

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