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Directors Report of JHS Svendgaard Laboratories Ltd.

Mar 31, 2016

THE MEMBERS

The Directors have pleasure in presenting the 12th Annual Report on the business and operation of your Company along with the standalone and consolidated financial statements for the year ended 31st March, 2016.

Financial Review

(Rs. in lakhs)

Particulars

Standalone

Consolidated

31.03.2016

31.03.2015

31.03.2016

31.03.2015

Net sales / Income from Operation

10008.54

5532.39

10008.54

5532.39

Other Income

73.01

85.89

73.01

87.14

Interest & Finance Charges

36.48

14.08

36.48

14.08

Depreciation

1048.50

1234.63

1048.92

1235.56

Profit /(Loss ) before Tax

-815.33

-2209.50

-816.65

-2213.27

Provision for Tax

0.16

4.42

0.16

4.42

Profit /(Loss ) after Tax

-815.49

-2213.92

-816.81

-2217.69

Profit /(Loss ) to be carried to the Balance Sheet

-815.49

-2213.92

-816.81

-2217.69

Paid up Equity Share Capital (Face Value of rs. 10/- each )

3763.50

2409.53

3763.50

2409.53

Reserve excluding revaluation reserve

-

7774.02

-

9550.38

Basic EPS (in Rupees not annualized ) Excluding extra ordinary items

-3.17

-9.19

-3.18

-9.20

Diluted EPS ( in Rupees not annualized) Excluding extra ordinary items

-3.17

-9.19

-3.18

-9.20

Review of Operations

The Turnover from the operation of the company during the financial year ended 31st March 2016 amounted to C1000 Million as compared to C553 Million during the previous year ended 31.03.2015. The Turnover of the company has increased by 80.91% from the previous year mainly on accounts of the Tooth paste Business of the contract manufacturing as well as company''s own brand.

Dividend

The Directors hereby inform that in the financial year 201516, the Board of Directors has not recommended any dividend due to the acute financial distress faced by the Company.

Abridged Financial Statements

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations'') and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014, the abridged Annual Report containing salient features of the financial statements, including Consolidated Financial Statements, for the financial year 2015-16, along with statement containing salient features of the Directors'' Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents/ communication from the Company in electronic mode. Please note that you will be entitled to be furnished, free of cost, the full Annual Report 2015-16, upon receipt of written request from you, as a member of the Company. Full version of the Annual Report 2015-16 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including Consolidated Financial Statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors'' Report (including Management Discussion and Analysis, and Corporate Governance Report is being sent via email to all shareholders who have provided their email address(es). Full version of Annual Report 2015-16 is also available for inspection at the corporate office of the Company during working hours up to the date of ensuing Annual general meeting (AGM). It is also available at the Company s website at www.svendgaard.com.

Consolidated Financial Statements

In compliance with the applicable provisions of Companies Act, 2013 including the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2015- 16.

Operations and Business Performance

Kindly refer to Management Discussion & Analysis and Corporate Governance Report which forms part of this report.

Corporate Governance

Corporate Governance is all about ethical conduct, openness, integrity and accountability of an enterprise. Good Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent manner and runs from the top and permeates throughout the organization. It involves a set of relationships between a company''s management, its Board, shareholders and Stakeholders. It is a key element in improving the economic efficiency of the enterprise. Credibility offered by Corporate Governance helps in improving the confidence of the investors - both domestic and foreign, and establishing productive and lasting business relationship with all stakeholders.

A certificate from M/s Mohit & Associates, Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached as ''Annexure 1'' and forms part of this report. Certificate of the CEO/CFO, inter-alia, confirming the correctness of the financial statements, compliance with Company s Code of Conduct, adequacy of the internal control measures and reporting of matters to the auditors and the Audit committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report, and forms part of this report.

Directors and Key Managerial Personnel

Mr. Amarjit Singh and Mr. P.K Misra, Independent Directors, stepped down from the Board of the Company on 11th February, 2016. Mr. Amarjit Singh was appointed as an independent director at the Annual General Meeting of the Company held on December 29, 2014 and Mr. P K Misra was appointed as an Independent Director with effect from March, 25, 2015 in the general meeting held through postal ballot. The Board places on record its appreciation of the invaluable contribution and guidance provided by both of them.

Mrs. Kalyani Polavaram, Women Director of the Company also resigned from the Company in the Board meeting of the company held on 11th February, 2016. She was appointed as a Woman Director of the company at the Annual General Meeting of the company held on 29th December, 2014.

Mrs. Manisha Lath Gupta was appointed as an Additional Director with effect from February 11, 2016. Her appointment is to be confirmed by the members in the ensuing Annual General Meeting. The terms and conditions of her appointment as an independent director are as per Schedule IV of the Act. She has submitted a declaration that she meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect her status as independent director during the year.

The Board of Directors of the Company has appointed Mr. Nikhil Vora as a Nominee Director of the Company in the board meeting held on February 11, 2016. However his appointment is subject to the approval of the members of the Company in the ensuing Annual General Meeting.

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re appointment at every AGM. Consequently, Mr. Vanamali Polavaram, NonExecutive Director will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

The key Managerial personnel (KMP) in the Company as per section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Nikhil Nanda - Managing Director Mr. Vishal Sarad Shah - Whole Time Director Mr. Neeraj Kumar - Chief Financial Officer Mr. Paramvir Singh - Chief Executive Officer Mr. Dhiraj Kumar Jha - Company Secretary &

Compliance Officer

During the year accept reappointment of Mr. Nikhil Nanda as managing director, there was no change (appointment or cessation) in the office of KMP

Policy on Directors'' appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure 2 & 3 respectively, which forms part of this report.

Particulars of remuneration of Directors/ KMP/ Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ''Annexure 4'' which forms part of this report. The information showing names and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid Rules forms part of this report. However, as per first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company and others entitled thereto. The said information is available for inspection by members at the corporate office of the Company during business hours on all working days up to the date of ensuing annual general meeting. Any member interested in obtaining a copy thereof, may also write to the Company Secretary at the corporate office of the Company.

Committees of the Board

Currently, the Board has six committees: the Audit Committee, the Nomination & Remuneration Committee, the Stakeholders Relationship Committee, the Risk Management Committee, the Compensation Committee and the Allotment Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this report.

Audit Committee

The Company has duly constituted an Audit Committee, whose detailed composition and powers are provided in the Corporate Governance Report. There were no recommendations of the Audit Committee which have not been accepted by the Board during the financial year.

Number of Board & Committee Meetings

During the year under review, Nine Board meetings, Six Audit Committee meetings, Four Stakeholders Relationship Committee meetings, Three Nomination & Remuneration Committee meetings and Two Allotment Committee meetings were convened and held. Details and attendance of such Board & Committees meetings are mentioned in Corporate Governance Report.

Pursuant to clause VII (1) of Schedule IV of the Companies Act, 2013, the Independent Directors had a separate meeting on 10.11.2015.

Declaration of Independence by Directors

Declaration given by Independent Directors meeting the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is received and taken on record.

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors.

A structured questionnaire, covering various aspects of the functioning of the board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board s focus, regulatory compliances and Corporate Governance, etc., is in place. Similarly, for evaluation of individual Director''s performance, the questionnaire covering various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., is also in place.

Board members had submitted their response for evaluating the entire Board, respective committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately on November 10, 2015 without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non- Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director s performance.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Directors expressed their satisfaction with the evaluation process.

Directors Responsibility Statement

Pursuant to the provision under Section 134(5) of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, the directors confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

11. That they had 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;

iii. That they had taken proper and sufficient care 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. That they had prepared the annual accounts on a going concern basis;

v. That they had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

vi. That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors & their Report

M/s S. N. Dhawan & Co., Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible have consented and offered themselves for re-appointment as Statutory Auditors for the financial year 2016-17. The Company has received confirmation from M/s S. N. Dhawan & Co., Chartered Accountants to the effect that their reappointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and relevant rules prescribed there under and that they are not disqualified for re-appointment.

The Auditors have vide their letter dated April 20, 2016 also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor s Report are self-explanatory.

Secretarial Auditors & their Report

The Board had appointed M/s Mohit & Associates, Practicing Company Secretaries, as Secretarial Auditor to conduct the secretarial audit of the company for the financial year 2015-16, pursuant to the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as Annexure 5 and forms part of this report.

There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2015-16 which call for any explanation from the Board of Directors.

Details in respect of frauds reported by auditors other than those which are reportable to the central government

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under.

Internal financial control systems and their adequacy

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company''s IFC system also comprises due compliances with Company s policies and Standard Operating Procedures (SOP s) and audit and compliance, supplemented by internal audit checks from M/s VSD & Associates, Chartered Accountants, the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board. Additionally during the year ''M/s MAZARS Advisory Private Limited'' have also been engaged for providing assistance in improvising IFC framework (including preparation of Risk & Control Matrices for various processes) and deployment of Self Assessment Tool.

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

Nature of business

There has been no change in the nature of business of the Company.

Risk Management Committee & Policy

Pursuant to the Regulation of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

The current economic environment, in combination with significant growth ambitions of the company, carries with it an evolving set of risks. The company recognizes that these risks need to be managed to protect its customers, employees, shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. Your Company has developed a risk management policy and identified risks and taken appropriate steps for their mitigation. By identifying and proactively addressing risks and opportunities, stakeholder value is protected at all times. The Company has robust systems for Risk Assessment and mitigation which is reviewed periodically. The Company''s risk identification and assessment process is dynamic and hence it has been able to identify, monitor and mitigate the most relevant strategic and operational risks, both during periods of accelerated growth and recessionary pressures.

The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time.

Subsidiary Company

The Company has 2 subsidiaries i.e. M/s JHS Svendgaard Dental Care Limited and M/s JHS Svendgaard Mechanical and Warehouse Private Limited, as on March 31, 2016. During the year under review the Company has also disposed off its foreign subsidiary M/s Jones H Smith company by sale of shares held in the Company at a consolidated price of Rs.11,00,000/- as per the agreement dated February 8, 2016.

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to Section 129 (3) of the Companies Act, 2013 and Accounting Standard- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries.

Further, a separate statement containing salient features of the financial statements of the subsidiaries in the prescribed form Form AOC-1 has been disclosed in the consolidated financial statements.

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company www.svendgaard.com.

Disclosure on Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure-6 in the prescribed Form MGT-9, which forms part of this report.

Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Contracts/Arrangements with Related Parties

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm''s length basis. The Company presents a Statement of all related party transactions before the Audit Committee on a quarterly basis specifying the nature, value and terms and conditions of transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company as utmost priority. Details of such transactions are given in the accompanying Financial Statements. The Company''s policy on Related Party Transactions is available at our website www.svendgaard.com. Details of Related Party Transactions are given in Annexure-7 i.e. in Form AOC-2.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure ''8'' and is attached to this report

Corporate Social Responsibility

The Provision of CSR as required by the Companies Act 2013 is not applicable to the company, as the company does not meet the basic criteria of the applicability of the relevant provision. However, the Company is committed to operate and grow in a socially responsible way. With Safety, health and environment protection high on its corporate agenda, JHS is committed to conduct business with a strong environment conscience, so as to ensure sustainable development, safe work places and enrichment of life of employees, clients and the community.

Material Changes and Commitments

Change in Capital Structure and Listing of Shares

During the year under review, the company has allotted 3.49.74.748 Fully Convertible Warrants to the persons belonging to the promoter and non-promoter category on a Preferential basis at an issue price of C11/- per warrant in accordance with the provisions of the SEBI (ICDR) Regulations, 2009 read with relevant provisions of Companies Act, 2013. Equity shares allotted pursuant to conversion of Fully Convertible Warrants are as follows:

1. 32,80,000 equity shares allotted on 05.01.2016

2. 1,02,59,748 equity shares allotted on 03.03.2016

As on 31.03.2016, total paid up share capital of the company is 27,37,52,520 pursuant to allotment and listing of 32,80,000 FCWs. Although, the company has converted further 1.02.59.748 FCW''s on 03rd March, 2016 which increased the paid up share capital to 37,63,50,000 but the listing approval of the same could be received in the month of April, 2016 from the stock exchanges. Hence those shares are not taken into consideration for calculating total listed paid up share capital as on 31.03.2016.

Disclosure on Deposit under chapter V

The Company has not accepted any deposits during the year under report nor did any deposits remain unpaid or unclaimed at the end of the year.

Vigil Mechanism

As per Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism which is overseen by the Audit Committee for the genuine concerns expressed by the employees and the Directors. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act. The said Policy provides adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The policy as approved by the Board is uploaded on the Company''s website at http://svendgaard.com/download/invester/Vigil_ Mechansim/VIGIL%20MECHANISM%20P0LICY.pdf

Disclosure on Sexual Harassment of women at work place (Prevention, Prohibition & Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace. A policy has been adopted in line with the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the year, no complaints pertaining to sexual harassment were received.

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concerns status and company''s operations in future

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Company s operations in future.

Industrial Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

Acknowledgements

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Government authorities, customers, vendors, financial institutions, banks and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers without which the Company would not have been able to undertake the challenging targets in all areas of operations. Your Directors acknowledge the exemplary contribution made by the employees of the Company.

The Directors value the trust shown by the shareholders in their ability to manage the Company. We expect that with the ongoing encouragement and support of our shareholders, we shall be successful in achieving the desired objectives in the near future

For and on behalf of the Board

Nikhil Nanda

Date : 26.05.2016 Managing Director

Place : New Delhi DIN: 00051501


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 11th Annual Report on the business and operation of the Company together with the audited accounts for the financial year ended 31st March, 2015.

Financial Review

Particulars Standalone

31.03.2015 31.03.2014

Net sales / Income from Operation 5532.39 3527.96

Other Income 85.89 380.84

Interest & Finance Charges 14.08 1406.99

Depreciation 1234.63 1469.91

Profit /(Loss ) before Tax -2209.49 -3528.35

Provision for Tax 4.42 -648.77

Profit /(Loss ) after Tax -2213.92 -2879.58

Profit /(Loss ) to be carried to the Balance Sheet -2213.92 -2879.58

Paid up Equity Share Capital ( Face Value of rs. 10/- each ) 2409.53 2409.53

Reserve excluding revaluation reserve 7774.02 2076.12

Basic EPS ( in Rupees not annualized ) Excluding extra ordinary items -9.19 -11.95

Diluted EPS ( in Rupees not annualized) Excluding extra ordinary items -9.19 -11.95

Particulars Consolidated

31.03.2015 31.03.2014

Net sales / Income from Operation 5532.39 3527.96

Other Income 87.14 380.84

Interest & Finance Charges 14.08 1407.03

Depreciation 1235.56 1470.57

Profit /(Loss ) before Tax -2213.26 -3529.74

Provision for Tax 4.42 -648.77

Profit /(Loss ) after Tax -2217.68 -2880.97

Profit /(Loss ) to be carried to the Balance Sheet -2217.68 -2880.97

Paid up Equity Share Capital ( Face Value of rs. 10/- each ) 2409.53 2409.53

Reserve excluding revaluation reserve 9550.38 3781.86

Basic EPS ( in Rupees not annualized ) Excluding extra ordinary items -9.19 -11.95

Diluted EPS ( in Rupees not annualized) Excluding extra ordinary items -9.19 -11.95

Review of Operations

The Turnover from the operation of the company during the financial year ended 31st March 2015 amounted to Rs. 553 Million as compared to Rs. 353 Million during the previous year ended 31.03.2014. The Turnover of the company has increased by 56.82% from the previous year mainly on accounts of the Tooth paste Business of the contract manufacturing as well as company's own brand.

Company has entered One Time Settlement with its lender banks for the outstanding dues & now the company has become debt free & all the charges created on the company's assets by banks has now been released and also the proceedings on the company in Debt Recovery tribunal has been withdrawn.

Dividend

The Directors hereby inform that in the financial year 2014-15, the Board of Directors has not recommended any dividend due to the acute financial distress faced by the Company.

Subsidiary Company

The Company has 3 subsidiaries as on March 31,2015. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

Directors and Key Managerial Personnel

Mr. D S Grewal, Chairman, stepped down from the Board of the Company on 14th February, 2015. He was associated with the Company since its incorporation. Under his leadership as Chairman the Company was transformed into one of the India's largest oral care products manufacturer. The Board places on record its appreciation of the invaluable contribution and guidance provided by him.

Pursuant to the provisions of Section 149 of the Act which, came into effect from April 1, 2014

Mr. C R Sharma and Mr. Amarjit Singh were appointed as independent directors at the annual general meeting of the Company held on December 29, 2014. Mr. P K Misra was appointed as an Independent Director with effect from March, 25, 2015 in the general meeting held through postal ballot. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Mr. Vanamali Polavaram was appointed as the Non Executive Director at the annual general meeting of the Company held on December 29, 2014. He was further appointed as the chairman of the Company in the Board meeting held on February 14, 2015.

Mrs. Kalyani Polavaram was appointed as the women Director of the Company at the annual general meeting of the Company held on December 29, 2014

As part of leadership development, Mr. Vishal Sarad Shah was appointed as Additional Director with effect from February 14, 2015. His appointment is to be confirmed by the members in the ensuing Annual General Meeting

The term of Mr. Nikhil Nanda as the Managing Director of the Company expired on 17th April, 2015. The Board of Directors of the Company has appointed him as the managing Director of the Company in the board meeting held on July 02, 2015. However his appointment is subject to the approval of the members of the Company in the extra ordinary general meeting scheduled to be held on August 4, 2015.

Mr. Mukul Pathak was appointed as an Additional Director, w.e.f 14.02.2015. His appointment as independent director is proposed to be confirmed by the members in the ensuing Annual General Meeting.

Mr. Vanamali Polavaram, Non- Executive Director retires by rotation and being eligible has offered himself for re- appointment.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Ms. Isha Sablok resigned from the post of Company Secretary & Compliance Officer of the Company with effect from April 13, 2015 and Mr. Dhiraj Kumar Jha was appointed as the Company Secretary & Compliance Officer with effect from the same date.

Number of Meetings of the Board

There were Five Board Meetings held during the Financial Year 2014-15. Detail of the same forms part of the Corporate Governance Report.

Declaration of Independence by Directors

Declaration given by Independent Directors meeting the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is received and taken on record.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they 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;

iii. they have taken proper and sufficient care 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. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Performance Evaluation of the Board, its Committees and Individual Directors

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Policy on Directors' Appointment and Remuneration

Considering the requirement of skill set on the Board, eminent people having an independent standing in their respective field/ profession and who can effectively contribute to Company's business and Policy decisions are considered by Nomination and Remuneration Committee for appointment as an Independent Director on the Board. The Committee considers ethical standards of integrity, qualification, expertise and experience of the person for appointment as Director and is not disqualified under Companies Act, 2013 and rules made thereunder and accordingly recommend to the Board his/her appointment.

Remuneration to Whole-Time Director is governed under the relevant provisions of Companies Act, 2013 and rules made thereunder. Independent/ Non-Executive Directors are paid sitting fees for attending the meetings of the Board/Committees thereof. The Company's policy on Directors remuneration is given in Corporate Governance Report which forms part of this Annual Report. The Board considers the Nomination and Remuneration Committee's recommendation and takes appropriate decision.

Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

Disclosure on Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Auditors' report and secretarial auditors' report

The Auditors, M/s S. N Dhawan & Co., Chartered Accountants, (FRN: 000050N) have been appointed as Statutory Auditors of the Company by the Board of directors on 05th May, 2015 subsequent to the casual vacancy occurred in the office pursuant to resignation of M/s Haribhakti & Co. LLP, and subject to the approval of members of the Company in the general meeting fixed to be held on 4th August, 2015. Their appointment if approved by the members of the Company will be valid till the conclusion of the ensuing Annual General Meeting.

The Company has received confirmation from M/s S. N. Dhawan & Co., Chartered Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Auditors' Report and Secretarial Auditors' Report

The Auditors, M/s S. N Dhawan & Co., Chartered Accountants, have been appointed as Statutory Auditors of the Company by the Board of directors on 05th May, 2015 subsequent to the casual vacancy occurred in the office pursuant to resignation of M/s Haribhakti & Co. LLP, and subject to the approval of members of the Company in the general meeting fixed to be held on 4th August, 2015. Their appointment if approved by the members of the Company will be valid till the conclusion of the ensuing Annual General Meeting.

The Company has received confirmation from M/s S. N Dhawan & Co., Chartered Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Auditor's Qualification and Managements Representation

i) The Holding Company has entered into "One Time Settlement" (OTS) of dues with its lender banks. As a result, the lenders have agreed to waive the principal amount on term loan facilities amounting to Rs. 30,82,89,217 and such amount is credited to Capital Reserve which is not in accordance with the Accounting Standard (AS) 5 on "Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies". Further, the said treatment is not in line with the opinion of the Expert Advisory Committee of the Institute of Chartered Accountants of India on accounting treatment of waiver of loan.

Had the said waiver of principal amount of loan been credited to the Statement of Profit and Loss instead of the credit in Capital Reserve Account, the loss for the year amounting to Rs. 22,17,68,216 would result in profit of Rs. 8,65,21,001 and balance in the Statement of Profit & Loss under the head 'Reserves & Surplus' would have been surplus of Rs. 5,71,90,166 instead of deficit of Rs. 25,10,99,051 as stated.

The amount attributed towards the waiver of term loan which was earlier used by the company for procuring various capital assets, hence was in the nature of capital receipt, which has also been affirmed in various judicial pronouncements, thus relying on the same and with a view to present the true & fair view of the financial statement such waiver amount has been directly credited to the capital reserve a/c.

ii. In earlier years the Holding Company had acquired substantial tangible fixed assets to carry out contract manufacturing for a major customer. Such major customer has not renewed/terminated the contract resulting in some idle fixed assets. This and other internal factors indicate that the part of tangible fixed assets comprising plant & machinery which have carried in the books at a written down value of Rs 31,86,11,888 (Previous year Rs. 35,43,87,177) may be impaired. However, the management has not carried out any testing for impairment as required by Accounting Standard (AS) 28 "Impairment of Assets". Therefore, we are unable to comment on the necessity or otherwise to provide for impairment loss in respect of these tangible assets as required by AS 28. The effect of the non provision of impairment loss, if any, cannot be quantified.

One of the major customers of the Company has wrongfully decided not to renew / terminate the contracts across all the business segments due to which certain assets got idle. However, in order to safeguard the interest of the shareholders, the Company has been pursuing litigation and has sought specific performance of the contract as well against these arbitrary and unjust acts of the multinational company. Hence, as the matter is sub-judice the management cannot even consider the impairment as that would impact upon the litigation. However, the Company is rapidly growing its tooth brush and tooth paste business and has also entered into a contract with a big customer in the FMCG market and is also adding product categories to its own brand.

Report of the secretarial auditor is given as an annexure which forms part of this report.

Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Contracts/Arrangements with Related Parties

All the related party transactions are done on Arm's length basis. The Company presents a Statement of all related party transactions before the Audit Committee on a quarterly basis specifying the nature, value and terms and conditions of transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company as utmost priority. Details of such transactions are given in the accompanying Financial Statements. The Company's policy on Related Party Transactions is available at our website www. svendgaard.com.

Risk Management

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Company has robust systems for Risk Assessment and mitigation which is reviewed periodically. The Company's risk identification and assessment process is dynamic and hence it has been able to identify, monitor and mitigate the most relevant strategic and operational risks, both during periods of accelerated growth and recessionary pressures.

Extract of Annual Return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III in the prescribed Form MGT-9, which forms part of this report.

Corporate Social Responsibility

The Provision of CSR as required by the Companies Act 2013 is not applicable to the company, as the company does not meet the basic criteria of the applicability of the relevant provision. However, the Company is committed to operate and grow in a socially responsible way. With Safety, health and environment protection high on its corporate agenda, JHS is committed to conduct business with a strong environment conscience, so as to ensure sustainable development, safe work places and enrichment of life of employees, clients and the community.

Particulars of employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Relevant Prescribed Clause u/r Requirement 5(1)

(i) Ratio of the remuneration of each director to the Median Remuneration to the employees of the company for the financial year

(ii) The percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Manager, if any, in the financial year.

(iii) Percentage increase in median remuneration of employees in the financial year

(iv) Number of permanent employee on the rolls of the company.

(v) Explanation on the relationship between average increase in remuneration and company performance.



(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company.

(Vii) Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;



(Viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

(ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company

(x) The key parameters for any variable component of remuneration availed by the directors

(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

(xii) Affirmation that the remuneration is as per the remuneration policy of the company.



Relevant Particulars Clause u/r 5(1)

(i) Ratio of the remuneration of Mr. Nikhil Nanda, Managing Director to the median remuneration of employees - 7:1. (Refer note 1)

(ii) There is no increase in remuneration of any director, CFO,CEO, Company Secretary in the financial year.

(iii) -0.87%

(iv) 195 Employees

(v) Average increase in remuneration - 0.87% Average increase in Profit before Tax - N.A* * Company has incurred losses in current and preceding financial year.

(vi) KMP Remune- Company ration Performance (PBT) Rs. Lacs

Mr. Nikhil Nanda 10 -2209.49 Managing Director (Refer note 1)

Neeraj Kumar 6.5 -2209.49 Chief Financial Officer

Isha Sablok 3.22 -2209.49 Company Secretary

Paramvir Singh 14.88 -2209.49 Chief Executive Officer

(Vii) Variations in market capitalisation. -Market Capitalisation as at 31.03.2014: 1457.76 lacs. -Market Capitalisation as at 31.03.2015: 1963.76 lacs.

Variations in the PE Ratio

PE Ratio as at 31.03.2014: Not Applicable

PE Ratio as at 31.03.2015: Not Applicable

6.116 times decrease in the market quotation in comparison to the rate at which the company came out with IPO.

(Viii) There is no increase in the remuneration of the Managerial personnel as compared to the salary increase of the employees salary in the last year in view of financial position of the company,

(ix) Covered in sub clause VI above.

(x) Financial and Operating performance of the company

(xi) None of the employee is receiving remuneration more than the director remuneration.

(xii) Remuneration is as per the Nomination and Remuneration Policy for the Directors, KMP and other employees of the company , formulated pursuant to provisions of section 178 of the Companies Act, 2013

Note:1 The remuneration of Managing Director has been provided till 31st August 2014 and for the remaining period Managing Director has given his consent to waive off the same keeping in view the financial position of the company

Internal Auditor

In compliance with the provisions of Section 138 of the Companies Act, 2013 M/s VSD & Associates were appointed as Internal Auditors for the Financial Year 2014-15 to conduct the internal audit of the functions and activities of the Company. They have submitted their Report to the Chairman of the Audit Committee and this was further reviewed by the Management and taken on record.

Disclosure Requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with practicing Company Secretary certificate thereon and management discussion and analysis are attached, which form part of this report.

As per Clause 55 of the listing agreements entered into with the stock exchanges, a business responsibility report is attached and forms part of this annual report.

Details of the familiarization programme of the independent directors are available on the website of the Company (www. svendgaard.com).

Policy for determining material subsidiaries of the Company is available on the website of the Company (www.svendgaard. com).

Policy on dealing with related party transactions is available on the website of the Company

(www.svendgaard.com).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (www.svendgaard. com).

Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Deposits from Public

The Company has not accepted any deposits during the year under report nor did any deposits remain unpaid or unclaimed at the end of the year.

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

Please refer Annexure B

Foreign exchange earnings and outgo

Particulars 2014-15 2013-14

Foreign Exchange Outgo

Travelling 175,827.00 152,028.00

Raw Materials 13,690,273.00 601,962.00

Capital Goods - 359,450.00

Foreign Exchange Earning

Earning in Foreign Exchange - -

Material Changes and Commitments

During the year ended 31.03.2015 Company has entered in to One Time Settlement (OTS) of dues with its lender banks to clear all the outstanding loans and interest thereon. As per the terms of the OTS the company was required to pay 23.50 Crores as the OTS amount before 30.06.2015.

As on the date of the signing of the result the company has made the entire payments as per the terms of the OTS agreed with the banks & consequently the banks has also issued no dues certificates to the company, consequently the bank has released the charges on the assets of the company and withdrawn the proceedings from the debt recovery tribunal.

Acknowledgements

Your Directors place on record their gratitude and express their earnest appreciation for the valuable efforts of every employee of the organization without which the Company would not have been able to undertake the challenging targets in all areas of operations. We are fortunate to have such a team whose endeavors have laid a strong foundation for the success of the organization as a whole. Your Directors acknowledge the exemplary contribution made by the employees of the Company.

The Directors value the trust shown by the shareholders in their ability to manage the Company. We expect that with the ongoing encouragement and support of our shareholders, we shall be successful in achieving the desired objectives in the near future.

By and on behalf of the Board

Nikhil Nanda Managing Director DIN: 00051501


Mar 31, 2014

The Members JHS Svendgaard Laboratories Limited

The Directors are pleased to present Tenth Annual Report and the Statements of Accounts for the financial year ended on 31st March, 2014.

FINANCIAL PERFORMANCE SUMMARY:

The Financial highlights of the Company are given below: -

(Amount in Rs.Lac)

Standalone Consolidated

Particulars 31.03.2014 | 31.03.2013 31.03.2014 31.03.2013

Net Sales/Income 3,527.96 5,605.72 3,527.96 5,959.09 from operations Other Income 380.84 902.62 380.84 404.93

Interest & Finance 1,406.99 1,034.08 1,407.03 1,034.34 Charges

Depreciation 1,469.91 1,361.88 1,470.57 1,362.54

Profit/(Loss) before Tax (3,528.35) 13.84 (3,529.74) 30.96

Provision for Tax (648.77) 407.09 (648.77) 407.09

Profit/(loss) after Tax (2,879.58) (420.93) (2,880.97) 376.13

Profit/(loss) to be (2,879.58) (420.93) (2,880.97) (376.13) carried to the Balance Sheet

Paid up Equity Share 2,409.53 2,409.53 2,409.53 2,409.53 Capital (Face Value of Rs.10/- each)

Reserves excluding 2,076.12 4,955.70 3,781.86 6,512.45 revaluation reserves

Basic EPS (in Rupees (11.95) (5.23) (11.95) (5.06) not annualized) Excluding extra ordinary items

Diluted EPS (in (11.95) (5.23) (11.95) (5.04) Rupees not annualized) Excluding extra ordinary items.

DIVIDEND

Considering the Company''s financial performance, the Directors have not recommended any dividend for the financial year ended on 31st March, 2014.

INCREASE IN SHARE CAPITAL:

There has been no increase in the Share Capital of the Company. As on 31st March, 2014, the Issued and Paid-Up Share Capital of the Company was Rs.2409.52 Lakhs comprising 2,40,95,252 Equity Shares of Rs.10/- each fully paid-up.

PERFORMANCE REVIEW:

The turnover from the operations of the Company during the financial year ended 31st March, 2014 amounted to Rs.353 Million as compared to Rs.561 Million during the previous year ended 31 st March, 2013. The turnover of the Company has decreased by 37.08% from the previous year mainly on account wrongfully termination of contract by one of our key customer of the Company and due to loss of job work income.

However the turnover from toothbrush business during the financial year ended 31st of March, 2014 has increase by 37.4% from 230 million in 2013 to 316 million in 2014

EMPLOYEE STOCK OPTION PLAN 2008:

To motivate and retain the efficient employees, the Company has introduced employee stock option plan 2008. As on date no option is vested on any employee, therefore no option is in existence till date. The details regarding options granted; the pricing formula; options vested; options exercised; the total number of shares arising as a result of exercise of option and other details as required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 are not reproduced since no ESOP has been exercised by the Employees and the relevant details are hence not available. Requisite information is given in the statements placed at Annexure "A".

RECOGNITION/AWARD:

Your Company won certificate of excellence in recognition from the council of the Plastics Export Promotion, Ministry of Commerce and Industry, Government of India, the second best Exporter of toothbrush and toothpaste, incl. dental plate brushes and has been awarded as the Highest Recognition for Export for the year 2011-2012 on December 20th, 2013.

DIRECTORS:

Appointments/ Re-appointment:

Mr. Daljit Singh Grewal (DIN 00051627), Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting on 29th December, 2014 and being eligible, offer himself for re-appointment.

Mr. Chhotu Ram Sharma (DIN: 00522678), Mr. Vanamali Polavaram (DIN: 01292305) and Mr. Amarjit Singh (DIN: 01244897), Non-Executive Independent Director of the Company, be and is hereby reappointed as a Non-Executive Independent Director of the Company, not subject to retirement by rotation, to hold office for a term of 5 (five) consecutive years with effect from the date of this Annual General Meeting upto the conclusion of Annual General Meeting of the Company to be held in the calendar year 2019."

Necessary resolutions for re-appointment of Mr. Daljit Singh Grewal and appointment of Mr. Chhotu Ram Sharma, Mr. Vanamali Polavaram and Mr. Amarjit Singh on 29th December, 2014 are being included in the notice convening Annual General Meeting.

Brief resume, expertise and other details of Directors proposed to be appointed/re-appointed, as required by clause 49 of the Listing Agreement, are furnished in the explanatory statement to the notice convening Annual General Meeting.tory statement to the notice convening Annual General Meeting.

AUDITORS:

M/s Haribhakti & Co., LLP (ICAI Firm Registration Number: 103523W), Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from the Statutory Auditor that their reappointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for reappointment within the meaning of Section 141 of the said Act.

Qualifications and response to Auditor''s Report:

Going Concern

The accompanying consolidated financial statements for the year ended March 31st, 2014 have been prepared assuming that the company will continue as Going Concern. However the company has been incurring operating and cash losses, has defaulted in repayment of loans & interest due to banks, there have delay in payment of Statutory dues salaries to employees & payment to vendor & has negative working capital. Further there has been termination of Contract by a major customer of the company resulting in idle fixed assets. Such factors create substantial doubts about the ability of the company to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of such uncertainty.

- During the period under review there has been a cash loss situation in the company, as one of the major customer of the company have wrongfully decided to not renew / terminate the contracts across all the business segments which has resulted in huge business loss. However, in order to safeguard the value of our shareholders the company is pursuing litigation against these arbitrary and unjust acts of the multinational company which involves huge litigation costs as well, although on a temporary basis only. Nevertheless to bring back the value to its shareholders the company is growing its tooth brush and tooth paste business by focusing on the other giants in the FMCG market and have recently launched its own brand as well to cover its operating losses.

As far as the dues towards the bank payments is considered the same is being defaulted primarily because of the above stated problem although the company has apprised the situation to its bankers and is in talks for the settlement of the outstanding loans which is a prerequisite to make the entire business plan independently viable.

Further regarding the delays in the clearance of statutory dues, the same has occurred due to the cash flow situation which has been caused because of the above stated issues. However as on date all the accrued statutory dues are clear.

Hence the management is striving to put the house in order, with its efforts it should be able to revive the company and may come out of this crisis situation. Thereon the management is of the view that there should not be any uncertainty regarding the Going Concern Issue.

Confirmations

The confirmations from the some of the legal counsel engaged by the company in connection with matter related to indirect Tax & other Matters including cases filed against the company were not available for our verification. Accordingly we are unable to comment on outcome of such matter & consequential impact if any on the reported amount of contingent liabilities & necessity of any provision required to be recorded.

Trade payable balance amounting to ''2,39,78,283/- due to Nine Parties are subject to confirmation & reconciliation if any and accordingly we were unable to confirm or verify by alternative means such trade payables included in the balance sheet as at 31st March, 2014.

- The company has sent the requisite confirmation letters to all its legal counsels who were handling the matters for Indirect tax & any other legal matter; to which some of the counsels have responded with delay. However, the company confirms that the matters connected with such counsels does not require any provisions and neither there are any contingent liabilities to arise out of such matters over and above what is already reported.

Further regarding the confirmation from nine parties regarding the trade payables balance of Rs.2,39,78,283 from whom the

confirmations were not received are regular business vendors with which company deals on a regular basis. Hence difference if any shall be of miniscule amount which should be cleared on reconciliation. Although to update some of the vendors have provided the balance confirmation after the cut off date.

Impairment of assets-AS 28

During the earlier years the company has acquired substantial Tangible fixed assets to carry out contract manufacturing for a major customer. Such major customer has terminated the contract resulting in some idle fixed assets. This and other internal factors indicate that the part of tangible fixed assets comprising plant & Machinery which have carried in the books at a written down value of Rs.35,43,87,177/- (PY Rs.38,81,69,870/-) may be impaired however the management has not carried out any testing for impairment as required by AS-28, accordingly we are unable to comment on the necessity or otherwise to provide for an Impairment loss in respect of these tangible assets as required by AS 28. The effect of the non provision of the impairment loss on assets, if any, cannot be quantified.

- During the period under review one of the major customer of the company have wrongfully decided to not renew / terminate the contracts across all the business segments due to which certain assets got idle. However, in order to safeguard the value of our shareholders the company is pursuing litigation and has sought specific performance of the contract as well against these arbitrary and unjust acts of the multinational company. Hence, as the matter is sub-judice the management cannot even consider the impairment. Although the company is also growing its tooth brush and tooth paste business by focusing on the other giants in the FMCG market and have recently launched its own brand as well in order to utilize the assets.

Caro Qualifications

i) (a) The company has maintained proper records showing full particulars, including quantitative details except for situation of fixed assets.

In this reference the board hereby submits that company has taken note of the same & the company has updated the Fixed assets register with reference to situation of fixed assets.

(b) In our opinion and according to the information and explana -tion given to us, the rate of interest and other terms and conditions for loans granted to Number One Real Estate Private Limited and JHS Svendgaard Dental care Limited (fully Provide for in books of Company) are prejudicial to the interest of the company. The rate of interest and other terms and conditions of loans granted to JHS Svendgaard Mechanical And Warehouse Private Limited and are prima facie not prejudicial to the interest of the company.

(c) In our opinion and according to the information and explanation given to us, in respect of the interest free loan granted to JHS Svendgaard Dental Care Limited and Number One Real Estate Private limited, the terms of repayment of principal are not stipulated. Accordingly, we are unable to comment on regularity of the same. The interest free loan granted to JHS Svendgaard Mechanical and Ware house Private Limited is not yet due for receipt as per the terms of agreement.

(d) In the absence of repayment schedule for JHS svendgaard Dental Care Limited and Number One Real Estate Private limited, we are unable to comment on whether the amount in overdue as at the balance sheet date. In case of loan granted to JHS SVENDGAARD Mechanical and Warehouse Private Limited no Amount is overdue on the Balance Sheet date.

For Point no. 1, 2 3, regarding the Loan granted to Number One Real Estate above the Board hereby submit that during the FY 2013-14 No Loan was given to Number One Real Estate Private limited , the balance of outstanding loan were transferred at the time merger of JHS Svendgaard Hygiene Products Limited & wave Hygiene products.

For the Loan given to JHS Svendgaard Dental Care Limited the board hereby submit that the JHS Dental care Private limited is the subsidiary of our company , which is currently having no income , just to meet the Minimum Operational expenses the Funds were given . The Whole loan amount given to JHS Svendgaard Dental care Pvt. Ltd. is already provided in books.

(e) In our opinion, Loan taken from Nikhil Nanda is interest free and as explained, repayment of loan has not been demanded. In the absence of any agreement with the two parties, we are unable to comment on the regularity of repayment of principal amount and interest thereon.

ii) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase fixed assets and with regard to the sale of goods and services.

In our opinion and according to the information and explanations given to us, the internal control system with regard to purchase of inventory needs to be strengthened to be commensurate with the size of the company and the nature of its business.

The Board Member has taken the note of the same and members had already initiated the steps to strengthen the system of internal control and establish a defined process to overcome the weakness in respect to purchase of Inventory.

(iii) The system of internal audit of the company needs to be strengthened commensurate to the size and nature of its business.

In this reference the board hereby submits that the company has taken the note of the same to improve the Internal Audit system which is adequate to the size & nature of its Business.

(iv) (a) Undisputed statutory dues including provident fund, employees'' state insurance and tax deducted at source have not been regularly deposited with the appropriate authorities and there have been serious delays in large number of cases. The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, wealth tax, sales tax and excise duty.

In this reference the Board hereby submit that such non- deposit of due was unintentional and reason for such late deposit was that in one of the unit -Wave Hygiene Products the PF & ESI account number were allotted in May , 2014 , hence the same were deposited immediately after the allotment of PF& ESI account Number. With Regard to the delay in deposit of Statutory Dues of Other Units the Board hereby submits that your company is likely to avoid this for the time to come.

The Board hereby submits that due to the Wrong termination of the Contract by one of the Key customer of the company the major portion of the revenue of the company decreased due to which the company has come under deep cash crisis situation, which resulted in Nonpayment of dues of the Banks. However, In order to safeguard the value of our shareholders

the company is pursuing litigation against this arbitrary & unjust act of the multinational company.

(vi) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the company has applied funds raised on short terms basis for long term investment amounting to ''507,652,838.

The board hereby submits that all the funds has been used only for the Business of the company, however Board hereby submits that your company is likely to avoid this for the time to come.

LISTING:

Since 21st October, 2006 your Company''s Equity Shares got listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the applicable listing fee to both the stock exchanges.

SUBSIDIARY COMPANIES:

Jones H Smith, FZE, was incorporated as Wholly Owned Subsidiary of your Company in 2007 in Ras Al Khaimah Free Trade Zone, UAE. The Company is established for the trading in all personal and oral care products in the international market specially Middle-East Countries.

M/s JHS Svendgaard Dental Care Limited was incorporated as a Subsidiary Company in the month of April 2008. Presently your Company holds 95.12% of total paid up share capital of the Subsidiary Company.

M/s JHS Svendgaard Mechanical and Warehouse Private Limited

has become subsidiary of your company w.e.f 21st June, 2012. Presently your Company holds 99.99% of total paid up share capital of the Subsidiary Company.

The statement in respect of each of subsidiary, giving the details of reserve, total assets and liabilities, details of investment, turnover , profit after taxation pursuant to section 212 of the Companies Act, 1956, regarding subsidiary Companies forms part of this Annual Report.

PARTICULARS OF EMPLOYEES:

No information regarding particulars of employees required to be reported under Section 217(2A) of the Companies Act, 1956 is available since none of the employees of the Company is drawing remuneration in excess of the limits as prescribed therein.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Requisite information is given in the statements placed at Annexure "B" & "C", respectively.

CORPORATE GOVERNANCE:

A separate Section on Corporate Governance forming part of the Directors'' Report and the Certificate confirming the compliance of the conditions stipulated in Clause 49 of Listing Agreement is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis as required under clause 49 of the Listing Agreement forms part of the Annual Report.

DEPOSITS

The Company has not accepted any Deposits in pursuance of Section 58A of the Companies Act, 1956 and other applicable rules made there under.

DIRECTOR''S RESPONSIBILITY STATEMENT:

The Directors confirm that:

in the preparation of the annual accounts, the applicable accounting

standards have been followed and that no material departures have been made from the same;

they 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 profits of the Company for that period;

they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

INDUSTRIAL RELATIONS:

Your Company has taken significant steps in developing human resource and strengthening human resource systems. During the year under review, industrial relation in the Company continues to be cordial and peaceful. As on 31st March, 2014, in all there were 176 employees on the roll of the Company. Out of these, 101 were at the executive level and the remaining 72 were in non-executive level. Apart from them, the workers have been appointed through Contractors.

FOREIGN EXCHANGE EARNING AND OUTGO

Activities Relating to Exports, Initiatives taken to increase exports, Development of new export markets for products and services & export Plan

As a part of its core strategy, the Company is focusing on exports of its products by leveraging wide marketing reach.

DISCLOSURES OF ACCOUNTING TREATMENT:

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India to comply with the Accounting Standards notified under Sec 211(3C) of the Companies Act, 1956("the 1956 Act") (which continues to be applicable in respect of Section 133 of the Companies Act, 2013 ("the Companies Act") in terms of General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs and the relevant provisions of the Companies Act, 1956/2013 Act, as applicable. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

VIGIL MECANISM/WHISTLE BLOWER POLICY

Pursuant to the clause 49 of the Listing Agreement and as per applicable provisions of Section 177 of the Companies Act, 2013 the Company has adopted a Whistle Blower Policy/Vigil Mechanism for the directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. Such Vigil Mechanism shall provide for adequate safeguard against victimization of directors and employees who avail of such mechanism. The policy has been put on the Company''s website www.svendgaard .com

RISK MANAGEMENT:

Your Company has a strong risk management framework that enables active monitoring of the business environment and identification, assessment and mitigation of potential internal or external risks.

The senior management team sets the overall tone and risk culture of the organization through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority, and a set of processes and guidelines. There are laid down procedures to inform the Board members about the risk assessment and risk minimization procedures. Your Company promotes strong ethical values adds high level of integrity in all its activities, which in itself is significant risk mitigation.

In addition, there are regular internal audit activities carried out by the team of Internal Auditors who give their independent assessment on the risk mitigating measures and provide recommendations for improvement.

ACKNOWLEDGEMENT:

Your Directors takes this opportunity to express their gratitude and appreciation for the valuable support and cooperation received from its employees, esteemed customers, business associates, bank, financial institutions, various statutory authorities, agencies of Central and State Government, suppliers and stakeholders.

Your Directors also wish to place on records their appreciation for the contribution made by the Company''s personnel, whose dedication and drive for excellence have helped your Company to achieve the desired performance and sustained growth in the year under review.

On behalf of the Board of Directors For JHS Svendgaard Laboratories Limited

Sd/- Sd/- (Nikhil Nanda) (Vanamali Polavaram) Managing Director Director DIN- 00051501 DIN- 01292305

Place: New Delhi Date: 30th May, 2014


Mar 31, 2013

Dear Shareholders,

To The Members of JHS Svendgaard Laboratories Limited

The Directors are pleased to present Ninth Annual Report and the Statements of Accounts for the financial year ended on March 31, 2013.

FINANCIAL PERFORMANCE SUMMARY:- I

The Financial highlights of the Company are given below: -

(Amount in Rs. Lac)

Standalone Consolidated

Particulars 31.03.2013 31.03.2012 31.03.2013 31.03.2012

Net Sales/Income from Operations 4743.81 9,258.97 5,097.14 12,638.20

Other Income 86191 21.23 861.91 21.23

Interest & Finance Charges 1034.08 610.80 1,034.35 611.45

Depreciation 1361.88 736.58 1,362.54 737.45

Profit (Loss) before Tax (1076.59) (149.19) (1,031.80) 325.69

Provision for Tax 182.58 214.85 182.58 214.85

Profit (loss) after Tax (1259.17) (364.05) (1,214.38) 110.84

Profit (loss) to be carried to the Balance Sheet (420.93) (364.04) (376.13) 110.84

Paid up Equity Share Capital 2409.53 1,755.00 2,409.53 1,755.00

(Face Value of Rs.10/- each)

Reserves excluding revaluation reserves 4,955.70 8205.52 6,512.45 9,686.92

Basic EPS (in Rupees not annualized) (5.23) (2.15) (5.04) 0.66

Diluted EPS (in Rupees not annualized) (5.23) (2.15) (5.04) 0.65



DIVIDEND:-

Considering the Company''s financial performance, the Directors have not recommended any dividend for the financial year ended on March 31, 2013.

SCHEME OF AMALGAMATION:-

The Board of Directors of your Company at its Board Meeting held on July 07, 2010, had considered and approved the Scheme of Amalgamation of the JHS Svendgaard Hygiene Products Limited (Transferor Company), Waves Hygiene Products (Transferor Firm) with your Company. Accordingly, the Scheme of Amalgamation of M/s JHS Svendgaard Hygiene Products Limited and M/s Waves Hygiene Products (a Partnership Firm) with M/s JHS Svendgaard Laboratories Limited had been approved by the Delhi High Court on 30th August, 2011 and by the Shimla High Court on 28th May, 2012.

As per the Scheme of Amalgamation, all the assets and liabilities of JHS Svendgaard Hygiene Products Limited (Transferor Company) and Waves Hygiene Products (Transferor Firm) has been transferred to your Company with effect from appointed date i.e. 31st March, 2010 . The Amalgamation will thus now create a platform for value enhancing growth and reinforces the Company position as an integrated global Company. It will also enable the business of the company to obtain greater facilities, possessed and enjoyed by one large Company for securing and conducting its business on favorable terms and other benefits. The Company will additionally gain from reduced operating costs arising out of the Combined operations. Moreover, the

Amalgamation will result in an integrated operation which qualifies the Company to participate in the market of Fast Moving Consumer Goods, besides providing synergy benefits to the existing operations.

INCREASE IN SHARE CAPITAL:- 1

The Board of Director of your company has issued and allotted the 65,45,245 (Sixty Five Lakhs Forty Five Thousand Two Hundred and Twenty Five Lac) Equity Shares to the shareholders of JHS Svendgaard Hygiene Products Limited and partners of Waves Hygiene Products pursuant to scheme of amalgamation at its Board Meeting held on 6th November, 2012 As on 31st March, 2013, the Issued and Paid-Up Share Capital of the Company was Rs. 2409.52 Lakhs comprising 2,40,95,252 Equity Shares of Rs. 10/- each fully paid-up.

PERFORMANCE REVIEW:-

During the reporting year there has been 25% increase in the EBIDTA from Rs. 120 Million in the year ended 31st March, 2012 to Rs. 150 Million in the year ended 31st March, 2013. The turnover from the operations of the Company during the financial year ended 31st March, 2013 amounted to Rs. 561 Million as compared to Rs.928 Million during the previous year ended 31st March, 2012 as in the previous year ended on 31st March, 2012 your company made income from trading business amounting to Rs. 390 million. The turnover of the Company has decreased by 39.55% from the previous year mainly on account of loss of trading income.

EMPLOYEE STOCK OPTION PLAN 2008:-

To motivate and retain the efficient employees, the Company has introduced employee stock option plan 2008. As on date no option is vested on any employee, therefore no option is in existence till date The details regarding options granted; the pricing formula; options vested; options exercised; the total number of shares arising as a result of exercise of option and other details as required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 are not reproduced since no ESOP has been exercised by the Employees and the relevant details are hence not available. Requisite information is given in the statements placed at Annexure "A

RECOGNITION/AWARD:

Your Company has received awarded a certificate of excellence in recognition to exemplary growth by Inc. India, Indian edition of Inc., the leading US magazine that focuses on entrepreneurship and growth. The Company is ranked 215 among the top 500 India'' fastest growing midsized companies.

DIRECTORS:-

Appointments/ Re-appointment:- Mr. Amarjit Singh, Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting on 24th September, 2013 and being eligible, offer himself for re-appointment.

Mr. Daljit Singh Grewal, Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting on 24th September, 2013 and being eligible, offer himself for re-appointment.

Necessary resolutions for re-appointment of Mr. Daljit Singh Grewal and Mr. Amarjit Singh on 24th September, 2013 are being included in the notice convening Annual General Meeting.

Brief resume, expertise and other details of Directors proposed to be appointed/re-appointed, as required by clause 49 of the Listing Agreement, are furnished in the explanatory statement to the notice convening Annual General Meeting.

AUDITORS:

M/s Haribhakti & Co., Chartered Accountants, Firm Registration Number: 103523W, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from the Statutory Auditor that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

LISTING:

Since 21st October, 2006 your Company''s Equity Shares got listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the applicable listing fee to both the stock exchanges.

SUBSIDIARY COMPANIES:

Jones H Smith, FZE, was incorporated as Wholly Owned Subsidiary of your Company in 2007 in Ras Al Khaimah Free Trade Zone, UAE. The Company is established for the trading in all personal and oral care products, in the international market specially Middle-East Countries. JHS Svendgaard Dental Care Limited was incorporated as a Subsidiary Company in the month of April 2008. Presently your Company holds 95.12% of total paid up share capital of the Subsidiary Company.

During the year we have acquired 99.99% shares of JHS Svendgaard Mechanical and Warehouse Private Limited has become subsidiary of you company w.e.f 21st June, 2012. Presently your Company holds 99.99% of total paid up share capital of the Subsidiary Company. The statement in respect of each of subsidiary, giving the detail of reserve, total assets and liabilities, details of investment, turnover, profit after taxation pursuant to section 212 of the Companies Act, 1956, regarding subsidiary companies forms part of this Annual Report.

PARTICULARS OF EMPLOYEES:-

No information regarding particulars of employees required to be reported under Section 217(2A) of the Companies Act, 1956 is available since none of the employees of the Company is drawing remuneration in excess of the limits as prescribed therein.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:-

Requisite information is given in the statements placed at Annexure "B" & "C", respectively.

CORPORATE GOVERNANCE:-

A separate Section on Corporate Governance forming part of the Directors'' Report and the Certificate confirming the compliance of the conditions stipulated in Clause 49 of Listing Agreement is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT-

A report on Management Discussion and Analysis as required under clause 49 of the Listing Agreement forms part of the Annual Report.

DEPOSITS:-

The Company has not accepted any Deposits in pursuance of Section 58A of the Companies Act, 1956 and other applicable rules made there

under.

DIRECTOR''S RESPONSIBILITY STATEMENT:-

Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the Financial Year ending on March 31, 2013, the Directors'' report that: -

a) In the preparation of the annual accounts, the applicable accounting standards had been followed an that no material departures have been made from the same;

b) The Directors had 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS:-

Your Company has taken significant steps in developing human resource and strengthening human resource systems. During the year under review, industrial relation in the Company continues to be cordial and peaceful.

As on March 31, 2013, in all there were 382 employees on the roll of the Company. Out of these, 72 were at the executive level and the remaining 310 were in non-executive level. Apart from them, the workers have been appointed through Contractors.

RISK MANAGEMENT:-

Your Company has a strong risk management framework that enables active monitoring of the business environment and identification, assessment and mitigation of potential internal or external risks. The senior management team sets the overall tone and risk culture of the organization through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority, and a set of processes and guidelines. There are laid down procedures to inform the Board members about the risk assessment and risk minimization procedures. Your Company promotes strong ethical values ad high level of integrity in all its activities, which in itself is significant risk mitigation.

In addition, there are regular internal audit activities carried out by the team of Internal Auditors who give their independent assessment on the risk mitigating measures and provide recommendations for improvement.

ACKNOWLEDGMENT:-

Your Directors takes this opportunity to express their gratitude and appreciation for the valuable support and cooperation received from its employees, esteemed customers, business associates, bank, financial institutions, various statutory authorities, agencies of Central and State Government, Suppliers and Stakeholders.

Your Directors also wish to place on records their appreciation for the contribution made by the Company''s personnel, whose dedication and drive for excellence have helped your Company to achieve the desired performance and sustained growth in the year under review.



On the behalf of Board of Directors

For JHS Svendgaard Laboratories Limited



(Nikhil Nanda) (Rakesh Sharma)

Place: New Delhi Managing Director Director

Date: 27th May, 2013 DIN- 00051501 DIN- 05202265


Mar 31, 2012

To the Members of Jhs Svendgaard Laboratories Limited

The Directors are pleased to present Eight Annual Report and the Statements of Accounts for the financial year ended on March 31, 2012.

Financial Performance Summary:

The Financial highlights of the Company are given below: -

(Amount in Rs. Lac) Standalone Consolidated Particulars 31.03.2012 31.03.2011 31.03.2012 31.03.2011

Net Sales/Income from Operations 9,280.20 8,541.46 12,660.20 12,769.54

Other Income 83.27 165.48 86.06 165.68

Interest & Finance Charges 610.80 352.90 611.45 353.34

Depreciation 736.58 693.93 737.45 695.39

Profit (Loss) before Tax (149.20) 757.22 325.68 1,373.87

Provision for Tax 214.85 155.87 214.85 152.89

Profit (loss) after Tax (364.05) 601.35 110.84 1,220.99

Profit (loss) to be carried to the (364.05) 452.15 110.84 1,071.78 Balance Sheet

Paid up Equity Share Capital 1,755.00 1,455.00 1,755.00 1,455.00 (Face Value of Rs.10/- each)

Reserves excluding revaluation reserves 6,519.88 4,113.03 6,691.70 4,109.65

Basic EPS (in Rupees not annualised) (2.15) 4.14 0.66 8.41

Diluted EPS (in Rupees not annualised) (2.15) 4.14 0.65 8.41

Dividend

Considering the Company's financial performance, the Directors have not recommended any dividend for the financial year ended on March 31, 2012

Scheme of Amalgamation

The Board of Directors of your Company at its Board Meeting held on July 07, 2010, had considered and approved the Scheme of Amalgamation of the JHS Svendgaard Hygiene Products Limited (Transferor Company), Waves Hygiene Products (Transferor Firm) with your Company. Accordingly, the Scheme of Amalgamation of M/s JHS Svendgaard Hygiene Products Limited and M/s Waves Hygiene Products (a Partnership Firm) with M/s JHS Svendgaard Laboratories Limited had been approved by the Delhi High Court on 30th August, 2011 and the Shimla High Court is also likely to approve the same very soon.

As per the Scheme of Amalgamation, all the assets and liabilities of JHS Svendgaard Hygiene Products Limited (Transferor Company) and Waves Hygiene Products (Transferor Firm) will be transferred to your Company with effect from appointed date i.e. 31st March, 2010.

The Amalgamation will thus now create a platform for value enhancing growth and reinforces the Company position as an integrated global Company. It will also enable the business of the company to obtain greater facilities, possessed and enjoyed by one large Company for securing and conducting its business on favorable terms and other benefits. The Company will additionally gain from reduced operating costs arising out of the Combined operations. Moreover, the Amalgamation will result in an integrated operation which qualifies the Company to participate in the market of Fast Moving Consumer Goods, besides providing synergy benefits to the existing operations.

Increase in Share Capital

The Board of Director of your company has issued and allotted the 25,00,000 (Twenty Five Lac) Equity Shares to Tano Mauritius India FVCI at a price of Rupees 97.75/- (including a premium of Rupees 87.75/-) per equity shares at its Board Meeting held on 22nd April , 2011 and 5,00,000 (Five Lac) Equity Shares to Mr.Nikhil Nanda (the person belonging to promoter family) at a price of Rupees 97.75/- (including a premium of Rupees 87.75/- ) per equity shares at its Board Meeting held on 31st March, 2012.

Performance Review

We take pride in mentioning that there has been a method in achieving this continuous strong growth trend namely, of maintaining a discipline on the fundamentals of persuasive and consumer-meaningful innovations backed by distribution expansion. The national as well as international market are poised for recovery, but with sharp regional disparities. There has been increase in the revenue during the period under review. The net sales/income from operations has gone up to Rs. 9280.20 Lac as compared to Rs. 8541.46 Lac in the previous year. However The Net Profit (after tax) has decreased from Rs.601.34 Lac to a loss of Rs. 364.04 Lac.

Employee Stock Option Plan 2008

To motivate and retain the efficient employees, the Company has introduced employee stock option plan 2008. On July 31, 2008 the Company has issued 245008 equity options to its senior managerial persons, giving a right to each option holder to apply for one equity share of the Company, during the exercise period. Due to effect of economic downturn and its constraints on cash flows none of the employee could give their acceptance of the options given to them. As on date no option is accepted by any employee, therefore no option is in existence till date .The details regarding options granted; the pricing formula; options vested; options exercised; the total number of shares arising as a result of exercise of option and other details as required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 are not reproduced since no ESOP has been exercised by the Employees and the relevant details are hence not available. Requisite information is given in the statements placed at Annexure "A

Certificate From Auditor

Certificate from the Auditor of the company in terms of clause 14 of SEBI (Employee Stock Option Scheme) Guidelines, 1999 certifying that the scheme has been implemented in accordance with these guidelines and in accordance with the resolution passed by the Company in the general meeting, is not required.

Recognition/Award

Your Company has received the Second Best Exporter of Tooth Brushes including dental Plate brushes and has been awarded the highest recognitions for Exports for the year 2008-09 by The Plastics Export promotion council (Sponsored by Department of Commerce Government of India) on 19th December 2009.

Directors

Appointments/ Re-appointment:

The Board of Director has appointed Mr. Rakesh Sharma as an Additional Director at its Board Meeting held on 11th February, 2012. Pursuant to Section 260 of the Companies Act, 1956, Mr. Rakesh Sharma holds the office only up to the date of the ensuing Annual General Meeting of the Company and is eligible for appointment as a Director. The Company has received a notice under section 257 of the Companies Act, 1956 proposing the appointment of Mr. Rakesh Sharma Sharma as a Director of the Company who will be liable to retire by rotation.

Mr. Chhotu Ram Sharma, Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting on 06th September, 2012 and being eligible, offer himself for re- appointment.

Mr. Vanamali Polavaram, Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting on 06th September, 2012 and being eligible, offer himself for re- appointment.

Necessary resolutions for appointment of Mr.Rakesh Sharma and re-appointment of Mr. Chhotu Ram Sharma and Mr. Vanamali Polavaram on 06th September, 2012 are being included in the notice convening Annual General Meeting.

Brief resume, expertise and other details of Directors proposed to be appointed/re-appointed, as required by clause 49 of the Listing Agreement, are furnished in the explanatory statement to the notice convening Annual General Meeting.

Auditors

M/s Haribhakti & Co., Chartered Accountants, Firm Registration Number: 103523W, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from the Statutory Auditor that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Auditor's have put certain qualifications to which the management has put forward the following below mentioned replies;

Qualification and response to Auditor's Report

a. The company has engaged in manufacturing hygiene product i.e. Odonil, which is not specifically covered by object clause of Memorandum of Association

In this reference the Board hereby submits that as per their opinion manufacturing of hygiene product Odonil is within the ambit of the main objects of the Company defined under clause III (A) (2).Secondly also the Merger of JHS Svendgaard Laboratories Limited with JHS Svendgaard Hygiene Products Limited has been approved by Delhi High Court and the same is also likely to be approved by Shimla High Court very soon. The object clause of JHS Svendgaard Hygiene Products Limited specifically includes the manufacturing of Hygiene Products.

b. The Company has maintained records showing quantitative details of fixed assets except for the complete particulars, identification and situation of fixed assets.

In this reference the Board hereby submits that the company has taken note of the same and the Company has updated its fixed assets register with reference of the Particulars, identification and situation of the fixed assets.

c. The Company has a policy of physically verifying fixed assets according to a phased program to cover all the items over all a period of three years, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. The fixed assets were physically verified during the current year. However, the process of physical verification needs to be strengthened to include proper instructions and reconciliation with the fixed assets register

The Board Members have taken note of the same and members had already initiated the steps to strengthen the process of Physical verification and establish a defined process for reconciliation with fixed assets register.

d. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. However, the process of physical verification needs to be further strengthened.

The Board Members have taken note of the same and members had already initiated the steps to strengthen the process of Physical verification and establish a defined process for physical verification of Inventory.

e. The Company has granted unsecured loan amounting to 40,030,000 to a party covered in the register maintained under section 301 of the Companies Act, 1956. In respect of the above loan, the principal is not yet due for receipt as per the terms of agreement. However, since the terms of receipt of interest are not stipulated, we are unable to comment on the regularity of the same.

The Board hereby submits that the loan has been granted as per terms of commercial arrangement and interest has also been provided adequately

f. The Company has taken loan from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year is Rs.58,763,775 and the year-end balance of loans is 9,777,614. In the absence of any agreement with the above said parties, we are unable to comment on the regularity of repayment of principal amounts and interest thereon.

Also whether the rate of interest and other terms and conditions for such loans are prima facie, prejudicial to the interest of the Company

In this reference, the Board has submitted that the loan has been granted as per terms of commercial arrangement and interest has also been provided adequately

g. In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory. However, the internal control system needs to be strengthened to commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of goods. During the course of our audit, we have observed continuing failure to correct weakness in respect to internal control system related to purchase of fixed assets and sale of goods.

The Board Members have taken note of the same and members had already initiated the steps to strengthen the system of internal control and establish a defined process to overcome the weakness in respect to purchase of fixed assets and sale of goods.

h. The Company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, wealth tax, sales tax, investor education and investor fund, customs duty, excise duty. However, there have been some delays in deposition of Tax deducted at source and collected at source, Service tax, Provident fund and Employees' state insurance applicable to it.

In this reference the Board hereby submits that such non- deposit of due was unintentional and the Company is in the process of depositing such dues. The Board hereby submits that that your company is likely to avoid this for the time to come

i. According to the information and explanations provided to us, the Company has provided corporate guarantees amounting Rs.134,314,729 to ICICI Bank Limited for loans taken by JHS Svendgaard Hygiene Products Limited. Amalgamation with these entities was approved by the Board vide its meeting dated July 7, 2010. Pending amalgamation approvals from Honourable High Court we are unable to comment, whether the terms and conditions of guarantees given by the company, are prejudicial or not to the interest of the company.

The Merger of JHS Svendgaard Laboratories Limited with JHS Svendgaard Hygiene Products Limited has been approved by Delhi High Court and the same is also likely to be approved by Shimla High Court very soon. Once this merger is approved the object clause will get regularized

Listing:

Since 21st October, 2006 your Company's Equity Shares got listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the applicable listing fee to both the stock exchanges.

Subsidiary Companies:

Jones H Smith, FZE, was incorporated as Wholly Owned Subsidiary of your Company in 2007 in Ras Al Khaimah Free Trade Zone, UAE. The Company is established for the trading in all personal and oral care products, in the international market specially Middle-East Countries.

JHS Svendgaard Dental Care Limited was incorporated as a Subsidiary Company in the month of April 2008. Presently your Company holds 95.12% of total paid up share capital of the Subsidiary Company.

The statement in respect of each of subsidiary, giving the detail of reserve, total assets and liabilities, details of investment, turnover, profit after taxation pursuant to section 212 of the Companies Act, 1956, regarding subsidiary companies forms part of this Annual Report.

Particulars of Employees

No information regarding particulars of employees required to be reported under Section 217(2A) of the Companies Act, 1956 is available since none of the employees of the Company is drawing remuneration in excess of the limits as prescribed therein.

Energy, Technology and Foreign Exchange

Requisite information is given in the statements placed at Annexure "B" & "C", respectively.

Corporate Governance

A separate Section on Corporate Governance forming part of the Directors' Report and the Certificate confirming the compliance of the conditions stipulated in Clause 49 of Listing Agreement is included in the Annual Report.

Management Discussion And Analysis Report

A report on Management Discussion and Analysis as required under clause 49 of the Listing Agreement forms part of the Annual Report.

Deposits

The Company has not accepted any Deposits in pursuance of Section 58A of the Companies Act, 1956 and other applicable rules made there under.

Director's Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the Financial Year ending on March 31, 2012, the Directors' report that: -

a) In the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same;

b) The Directors had 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis.

Industrial Relations

Your Company has taken significant steps in developing human resource and strengthening human resource systems. During the year under review, industrial relation in the Company continues to be cordial and peaceful.

As on March 31, 2012, in all there were 292 employees on the roll of the Company. Out of these, 77 were at the executive level and the remaining 215 were in non-executive level. Apart from them, the workers have been appointed through Contractors.

Acknowledgement

Your Directors takes this opportunity to express their gratitude and appreciation for the valuable support and cooperation received from its employees, esteemed customers, business associates, bank, financial institutions, various statutory authorities, agencies of Central and State Government, suppliers and stakeholders.

Your Directors also wish to place on records their appreciation for the contribution made by the Company's personnel, whose dedication and drive for excellence have helped your Company to achieve the desired performance and sustained growth in the year under review.

On behalf of the Board of Directors For JHS Svendgaard Laboratories Limited

Sd/- Sd/- (Nikhil Nanda) (Rakesh Sharma) Managing Director Director DIN- 00051501 DIN- 05202265

Place: New Delhi Date : 26th May 2012


Mar 31, 2011

To the members of JHS Svendgaard Laboratories Limited

The Directors are pleased to present Seventh Annual Report and the Statements of Accounts for the financial year ended on March 31, 2011.

Financial Performance Summary:

The Financial highlights of the Company are given below: - (Amount inRs.Lac)

Standalone Consolidated

Particulars 31.03.2011 31.03.2010 31.03.2011 31.03.2010

Net Sales/Income from Operations 8,541.46 5,107.85 12,769.54 6,845.83

Other Income 165.28 11.86 165.47 11.86

Interest & Finance Charges 370.95 297.85 371.38 299.64

Depreciation 693.93 413.31 695.38 414.57

Profit before Tax 793.58 661.41 1,410.24 889.98

Provision for Tax 156.21 91.17 153.23 87.52

Profit after Tax 637.37 570.24 1,257.01 802.46

Profit to be carried to the Balance Sheet 452.14 159.25 1,071.78 802.46

Paid up Equity Share Capital 1,445.00 1,445.00 1,445.00 1,445.00 (Face Value of Rs. 10/- each)

Reserves excluding revaluation reserves 6,162.71 5,720.62 7,003.19 5,948.65

Basic EPS (in Rupees not annualised) 4.14 4.16 8.41 5.89

Diluted EPS (in Rupees not annualised) 4.14 3.95 8.41 5.59



Dividend

Considering the Company's financial performance, the Directors have recommended a final dividend of Rs.0.75 per equity share of the face value of Rs.10/- for the financial year ended on March 31, 2011. The final dividend, subject to approval of shareholders, at the forthcoming Annual General Meeting of the Company on December 31, 2011

Scheme of Amalgamation

The Board of Directors of your Company at its Board Meeting held on July 7, 2010, has considered and approved the Scheme of Amalgamation of the JHS Svendgaard Hygiene Products Limited (Transferor Company), Waves Hygiene Products (Transferor Firm) with your Company. Accordingly, the Scheme of Amalgamation of M/s JHS Svendgaard Hygiene Products Limited and M/s Waves Hygiene Products (a Partnership Firm) with M/s JHS Svendgaard Laboratories Limited has been approved by the Delhi High Court on August 30, 2011. However, it is still subject to the approval of Shimla High Court.

As per the Scheme of Amalgamation, all the assets and liabilities of JHS Svendgaard Hygiene Products Limited (Transferor Company) and Waves Hygiene Products (Transferor Firm) will be transferred to your Company with effect from appointed date i.e. March 31, 2010 subject to the approval of relevant High Courts and other statutory authorities.

The Amalgamation will create a platform for value enhancing growth and reinforces the Company position as an integrated global Company. It will also enable the business of the company to obtain greater facilities, possessed and enjoyed by one large Company for securing and conducting its business on favorable terms and other benefits. The Company will additionally gain from reduced operating costs arising out of the Combined operations. Moreover, the Amalgamation will result in an integrated operation which qualifies the Company to participate in the market of Fast Moving Consumer Goods, besides providing synergy benefits to the existing operations.

Increase In Share Capital

The Board of Director of your company has issued and allotted the 25,00,000 (Twenty Five Lac) Equity Shares to Tano Mauritius India FVCI (a strategic investor) at a price of Rupees 97.75/- (including a premium of Rupees 87.75/-) per equity share at its Board Meeting held on April 22, 2011.

Performance Review

We take pride in mentioning that there has been a method in achieving this continuous strong growth trend namely, of maintaining a discipline on the fundamentals of persuasive and consumer-meaningful innovations backed by distribution expansion. The national as well as international market are poised for recovery, but with sharp regional disparities. There has been increase in the revenue during the period under review. The net sales/income from operations has gone up to Rs.8,541.46 Lac as compared to Rs. 5,107.85 Lac in the previous year. The Net Profit (after tax) has increased from Rs.570.24 Lac to Rs.637.37 Lac. This rise in the profit of the Company is as a result of optimum utilisation of the available resources.

Application of IPO Proceeds:

The amount of Rupees 3,886.19 Lac collected in IPO, was completely utilised by the Company as on July 2, 2010 as per the Objects of the Issue of the Prospectus and the same was intimated to Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) via Notes to Account of the result for the quarter/half year ended on September 30, 2010.

Employee Stock Option Plan 2008

To motivate and retain the efficient employees, the Company has introduced employee stock option plan 2008. On July 31, 2008 the Company has issued 245008 equity options to its senior managerial persons, giving a right to each option holder to apply for one equity share of the Company, during the exercise period. Due to effect of economic downturn and its constraints on cash flows none of the employee could give their acceptance of the options given to them. As on date, no option is accepted by any employee, therefore no option is in existence till date .The details regarding options granted; the pricing formula; options vested; options exercised; the total number of shares arising as a result of exercise of option and other details as required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, are not reproduced since no ESOP has been exercised by the Employees and the relevant details are hence not available. Requisite information is given in the statements placed at

Annexure "A"

Certificate from Auditor

Certificate from the Auditor of the company in terms of clause 14 of SEBI (Employee Stock Option Scheme) Guidelines, 1999 certifying that the scheme has been implemented in accordance with these guidelines and in accordance with the resolution passed by the Company in the general meeting, is not required.

Recognition/Award:

Your Company has received the Second Best Exporter of Tooth Brushes including dental Plate brushes and has been awarded the highest recognitions for Exports for the year 2008-09 by The Plastics Export promotion council (Sponsored by Department of Commerce Government of India) on December 19, 2009.

Directors

Appointments/ Re-appointment:

The Board of Director has appointed Mr. Chhotu Ram Sharma as an Additional Director at its Board Meeting held on November 14, 2011. Pursuant to Section 260 of the Companies Act, 1956, Mr. Chhotu Ram Sharma hold the office only up to the date of the Ensuing Annual General Meeting of the Company and is eligible for appointment as a Director. The Company has received a notice under section 257 of the Companies Act, 1956 proposing the appointment of Mr. Chhotu Ram Sharma as a Director of the Company who will be liable to retire by rotation.

The Board of Director has appointed Mr. Amarjit Singh as an Additional Director at its Board Meeting held on November 14, 2011. Pursuant to Section 260 of the Companies Act, 1956, Mr. Amarjit Singh hold the office only up to the date of the Ensuing Annual General Meeting of the Company and is eligible for appointment as a Director. The Company has received a notice under section 257 of the Companies Act, 1956 proposing the appointment of Mr. Amarjit Singh as a Director of the Company who will be liable to retire by rotation.

The Board of Director has appointed Mr. Piyush Goenka as an Additional Director at its Board Meeting held on May 14, 2011. Pursuant to Section 260 of the Companies Act, 1956, Mr. Piyush Goenka hold the office only up to the date of the ensuing Annual General Meeting of the Company and is eligible for appointment as a Director. The Company has received a notice under section 257 of the Companies Act, 1956 proposing the appointment of Mr. Piyush Goenka as a Director of the Company who will not be liable to retire by rotation.

Mr. Gopal Krishan Nanda, Whole Time Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting on December 31, 2011 and being eligible, offer himself for re-appointment.

Mr. Daljit Singh Grewal, Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting on December 31, 2011 and being eligible, offer himself for re- appointment.

Necessary resolutions for appointment of Mr. Chhotu Ram Sharma, Mr. Amarjit Singh and Mr. Piyush Goenka and re- appointment of Mr. Gopal Krishan Nanda and Mr. Daljit Singh Grewal are being included in the notice convening Annual General Meeting.

Brief resume, expertise and other details of Directors proposed to be appointed/re-appointed, as required by clause 49 of the Listing Agreement, are furnished in the explanatory statement to the notice convening Annual General Meeting.

Auditors

M/s Haribhakti & Co., Chartered Accountants, Firm Registration Number: 103523W, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from the Statutory Auditor that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

With reference to the observation mentioned in Para 4 (vi) (a) & (b) respectively of the Auditor's Report specified by the Auditor of the Company the attention is invited to the non operative and 11 dormant accounts having total balance of Rupees 148,454 as at March 31, 2011 of which no balance confirmation were received and the Company has produced hygiene product i.e. Odonil which is not specifically covered by object clause of the

Memorandum of Association.

With reference to the observation mentioned in the Annexure of the Auditor's Report, the attention is also invited to the below mentioned points:

a. the internal control system needs to be strengthened to commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of goods.

b. The internal audit system, the scope and coverage of which requires to be widened to commensurate with the size and nature of its business.

c. There have been delays in deposition of Tax deducted at source, Service tax, Provident fund, and Employees state insurance applicable to the Company.

Pursuant to the Observation given by the Auditor in the Auditor's Report of the Company the Company has taken immediate action:

To close all the dormant and non operative account of the Company and has closed Eight such non operative and dormant account till date and the amount lying in the accounts were taken through demand draft and pay orders.

To widen the object clause of the Company once the final order of merger is received from the Honorable Courts.

The Company is shortly going to implement a comprehensive legal compliance manual in the company to check the internal control of the Company.

The Board is in the process of appointing top audit firms of the country to strengthen the internal audit system of the company.

The Board has appointed the hierarchy of the employees who will be responsible for the timely compliances of TDS, Service tax etc.

Listing

Since October 21, 2006 your Company's Equity Shares are listed with Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the applicable listing fee to both the stock exchanges.

Subsidiary Companies

Jones H Smith, FZE, was incorporated as Wholly Owned Subsidiary of your Company in 2007 in Ras Al Khaimah Free Trade Zone, UAE. The Company is established for the trading in all personal and oral care products, in the international market specially Middle-East Countries.

JHS Svendgaard Dental Care Limited was incorporated as a Subsidiary Company in the month of April 2008. Presently your Company holds 59.99% of total paid up share capital of the Subsidiary Company. The Subsidiary Company has proposed plans of opening a chain of dental clinics in all the major cities across India. During the year, the Subsidiary has successfully launched two clinics, one in Delhi and other in Noida.

The statement in respect of each of subsidiary, giving the detail of reserve, total assets and liabilities, details of investment, turnover, profit after taxation pursuant to section 212 of the Companies Act, 1956, regarding subsidiary companies forms part of this Annual Report.

Particulars of Employees:

No information regarding particulars of employees required to be reported under Section 217(2A) of the Companies Act, 1956 is available since none of the employees of the Company is drawing remuneration in excess of the limits as prescribed therein.

Energy, Technology And Foreign Exchange

Requisite information is given in the statements placed at Annexure "B" & "C", respectively.

Corporate Governance

A separate Section on Corporate Governance forming part of the Directors' Report and the Certificate confirming the compliance of the conditions stipulated in Clause 49 of Listing Agreement is included in the Annual Report.

Management Discussion and Analysis Report

A report on Management Discussion and Analysis as required under clause 49 of the Listing Agreement forms part of the Annual Report.

Deposits

The Company has not accepted any Deposits in pursuance of Section 58A of the Companies Act, 1956 and other applicable rules made there under.

Director's Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the Financial Year ending on March 31, 2011, the Directors' report that: -

a) In the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same;

b) The Directors had 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis.

Industrial Relations

Your Company has taken significant steps in developing human resource and strengthening human resource systems. During the year under review, industrial relation in the Company continues to be cordial and peaceful.

As on March 31, 2010, in all there were 340 employees on the roll of the Company. Out of these, 75 were at the executive level and the remaining 265 were in non-executive level. Apart from them, the workers have been appointed through Contractors.

Acknowledgement:

Your Directors takes this opportunity to express their gratitude and appreciation for the valuable support and cooperation received from its employees, esteemed customers, business associates, bank, financial institutions, various statutory authorities, agencies of Central and State Government, suppliers and stakeholders.

Your Directors also wish to place on records their appreciation for the contribution made by the Company's personnel, whose dedication and drive for excellence have helped your Company to achieve the desired performance and sustained growth in the year under review.

For JHS Svendgaard Laboratories Limited

Sd/-

Nikhil Nanda

DIN 00051501

Place : New Delhi Gopal Krishna Nanda

Date : December 5, 2011 DIN 01490288


Mar 31, 2010

The Directors are pleased to present Sixth Annual Report and the Statements of Accounts for the financial year ended on March 31, 2010.

Financial Results:

The Financial highlights of the Company are given below:-

(Amount in Rs. Lac)

Standalone Consolidated

Particulars 31.03.2010 31.03.2009 31.03.2010 31.03.2009

Net Sales/Income from Operations 5107.85 2799.43 6845.83 2802.44

Other Income 11.86 36.80 11.86 37.61

Interest & Finance Charges 297.85 293.10 299.64 295.19

Depreciation 413.31 304.10 414.57 304.49

Profit before Tax 661.41 163.11 889.98 137.86

Provision for Tax 91.17 16.57 87.52 8.90

Profit after Tax 570.24 152.02 802.46 128.96

Profit to be carried to the Balance Sheet 159.25 111.15 802.46 128.96

Paid up Equity Share Capital (Face Value of Rs.10/- each) 1445.00 1290.00 1445.00 1290.00

Reserves excluding revaluation reserves 5720.62 4674.33 5948.65 4662.95

Basic EPS (in Rupees not annualized) 4.16 1.14 5.89 1.07

Diluted EPS (in Rupees not annualized) 3.95 1.12 5.59 1.06

Dividend:

Considering the Companys financial performance, the Directors have recommended a final dividend of Rs.0.50 per equity share of the face value of Rs.10/- for the financial year ended on March 31, 2010. The final dividend, subject to approval of shareholders, at the forthcoming Annual General Meeting of the Company on December 28, 2010.

Scheme of Amalgamation:

The Board of Directors of your Company at its Board Meeting held on July 7, 2010, has considered and approved the Scheme of Amalgamation of the JHS Svendgaard Hygiene Products Limited, Waves Hygiene Products (a Partnership Firm) with your Company.

The Amalgamation will result in an integrated operation which qualifies the Company to participate in the market of Fast Moving Consumer Goods, besides providing synergy benefits to the existing operations.

Performance Review:

We take pride in mentioning that there has been a method in achieving this continuous strong growth trend namely, of maintaining a discipline on the fundamentals of persuasive and consumer-meaningful innovations backed by distribution expansion. The national as well as international market are poised for recovery, but with sharp regional disparities. There has been increase in the revenue during the period under review. The net sales/income from operations has gone up to Rs.5,107.85 Lac as compared to Rs.2,799.43 Lac in the previous year. The Net Profit (after tax) has increased from Rs.146.54 Lac to Rs.570.24 Lac. This rise in the profit of the Company is as a result of optimum utilization of the available resources.

Application Of IPO Proceeds:

The amount of Rupees.3,886.19 Lac collected in IPO, was completely utilised by the Company .as on July 2, 2010 as per the Objects of the Issue of the Prospectus and the same was intimated to Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) via Notes to Account of the result for the quarter/half year ended on September 30, 2010.

Employee Stock Option Plan 2008:

To motivate and retain the efficient employees, the Company has introduced employee stock option plan 2008. On July 31, 2008 the Company has issued 245008 equity options to its senior managerial persons, giving a right to each option holder to apply for one equity share of the Company, during the exercise period. Due to effect of economic downturn and its constraints on cash flows none of the employee could give their acceptance of the options given to them. Your Company has decided to reissue the option again. As till date no option is accepted by any employee, therefore no option is in existence till date .The details regarding options granted; the pricing formula; options vested; options exercised; the total number of shares arising as a result of exercise of option and other details as required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 are not reproduced since no ESOP has been exercised by the Employees and the relevant details are hence not available.

Certificate from Auditor:

Certificate from the Auditor of the Company in terms of Clause 14 of SEBI (Employee Stock Option Scheme) Guidelines, 1999, certifying that the scheme has been implemented in accordance with the guideline and in accordance the resolution passed by the company in the General Meeting, is not required as no employee of the Company have accepted the grant offered to them.

Recognition/Award:

Your Company has received the Second Best Exporter of Tooth Brushes including dental Plate brushes and has been awarded the highest recognitions for Exports for the year 2008-09 by The Plastics Export promotion council (Sponsored by Department of Commerce Government of India) on December 19, 2009.

Directors: Reappointments

Mr. Nikhil Nanda as Managing Director of the Company whose five year tenure was concluded on April 18, 2010 and after he offered himself for re-appointment, the Board of Directors at its meeting held on April 17, 2010 approved the resolution of his reappointment. The same is presented before the shareholders for their confirmation.

Mr. Mukul Pathak, Independent Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting on December 28, 2010 and being eligible, offer himself for re- appointment.

Mr. Vanamali Polavaram, Independent Director of the Company, liable to retire by rotation at the forthcoming Annual General Meeting on December 28, 2010 and being eligible, offer himself for re-appointment.

Necessary resolutions for re-appointment of Mr. Mukul Pathak and Mr. Vanamali Polavaram are being included in the notice convening Annual General Meeting. Brief resume of the Directors being re-appointed, as required by clause 49 of the Listing Agreement are furnished in the explanatory statement to the notice convening Annual General Meeting.

Auditors:

M/s Haribhakti & Co., Chartered Accountants, Firm Registration Number: 103523W, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from the Statutory Auditor that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

With reference to the observation mentioned in Para (VII) to the Annexure of the Audit Report specified by the Auditor of the Company for the improvement of internal control system of the Company. Pursuant to this observation the Company has developed very comprehensive legal compliance manual which makes the hierarchy of the employees responsible for the compliance in the Company

Listing:

Since October 21, 2006 your Companys Equity Shares are listed with Bombay Stock Exchange Limited and National Stock

Exchange of India Limited. The Company has paid the applicable listing fee to both the stock exchanges.

Subsidiary Companies:

Jones H Smith, FZE, was incorporated as Wholly Owned Subsidiary of your Company in 2007 in Ras Al Khaimah Free Trade Zone, UAE. The Company is established for the trading in all personal and oral care products, in the international market specially Middle-East Countries.

JHS Svendgaard Dental Care Limited was incorporated as a Subsidiary Company in the month of April 2008. Presently your Company holds 59.99% of total paid up share capital of the Subsidiary Company. The Subsidiary Company has proposed plans of opening a chain of dental clinics in all the major cities across India. During the year, the Subsidiary has successfully launched two clinics, one in Delhi and other in Noida.

The statement in respect of each of subsidiary, giving the detail of reserve, total assets and liabilities, details of investment, turnover, profit after taxation pursuant to section 212 of the Companies Act, 1956, regarding subsidiary companies forms part of this Annual Report.

Particulars of Employees:

No information regarding particulars of employees required to be reported under Section 217(2A) of the Companies Act, 1956 is available since none of the employees of the Company is drawing remuneration in excess of the limits as prescribed therein.

Energy, Technology and Foreign Exchange:

Requisite information is given in the statements placed at Annexure "B" & "C", respectively.

Corporate Governance:

A separate Section on Corporate Governance forming part of the Directors Report and the Certificate confirming the compliance of the conditions stipulated in Clause 49 of Listing Agreement is included in the Annual Report.

Management Discussion and Analysis Report:

A report on Management Discussion and Analysis as required under clause 49 of the Listing Agreement forms part of the Annual Report.

Deposits:

The Company has not accepted any Deposits in pursuance of Section 58A of the Companies Act, 1956 and other applicable rules made there under.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the Financial Year ending on March 31, 2010, the Directors report that:- a) In the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same;

b) The Directors had 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis.

Industrial Relations:

Your Company has taken significant steps in developing human resource and strengthening human resource systems. During the year under review, industrial relation in the Company continues to be cordial and peaceful.

As on March 31, 2010, in all there were 290 employees on the roll of the Company. Out of these, 50 were at the executive level and the remaining 240 were in non-executive level. Apart from them, the workers have been appointed through Contractors.

Acknowledgement:

Your Directors takes this opportunity to express their gratitude and appreciation for the valuable support and cooperation received from its employees, esteemed customers, business associates, bank, financial institutions, various statutory authorities, agencies of Central and State Government, suppliers and stakeholders.

Your Directors also wish to place on records their appreciation for the contribution made by the Companys personnel, whose dedication and drive for excellence have helped your Company to achieve the desired performance and sustained growth in the year under review.

By order of the Board of Directors For JHS Svendgaard Laboratories Limited

Sd/- Sd/- Place: New Delhi Nikhil Nanda) (Guninder Bhalla) Date: November 23, 2010 Managing Director Director DIN- 00051501 DIN- 01987186

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