JLMORISON · karishma patel company secretary & compliance officer (upto 3rd march, 2018) sonal naik company secretary & compliance officer (w.e.f. 26th april, 2018) banker canara

-BUILDING GOODNESS

JLMORISON

18t

The Manager - CRDBSELimitedPhiroze Jeejeebhoy Towers,Dalal Street, Fort,Mumbai- 400 001

Dear Sir,

Scrip Code: 506522

Sub.: Submission of Annual Report for the financial year ended 31st March, 2018

Pursuant to Regulation 34 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulation, 2015, we submit herewith Copy of the Approved AnnualReport for the year ended 31st March, 2018.

Kindly take the same on your record.

Thanking you,

Yours faithfully,

For J. 1.Morison (India) Limited

~Sonal NaikCompany Secretary & Compliance OfficerMembership No.: A43179

i~

End: Ala

CC: The SecretaryThe Calcutta Stock Exchange Limited7, Lyons Range, Kolkata - 700 001

J. L.MORISON (INDIA) LTD.Corp. Office: Peninsula Business Park, Tower 'A', 8th Floor, Senapati Bapat Marg. Lower Parel. Mumbai 400 013 India Tel: 91 22 204975031.6141 0300 Fax: 91 22 2495 0317

Regd. Office: Rasoi Court, 20. Sir R. N. Mukherjee Road. Kolkata - 700 001. India Tel.: 91 33224801141 IS Fax:~1 332248 1200Email: [email protected] www.jlmorison.com CIN: LSII 09WB 1934PLC088167

mailto:[email protected]

http://www.jlmorison.com

ANNUAL REPORT 2017-18 J L MORISON

BOARD OF DIRECTORS

RAGHU NANDAN MODY CHAIRMANSAKSHI MODY DIRECTOR SOHAN SARDA EXECUTIVE DIRECTOR & CEOSANJAY KOTHARI INDEPENDENT DIRECTORDINESH SHARMA INDEPENDENT DIRECTORCHAKRAPANI BRAJESH MISRA INDEPENDENT DIRECTORLALIT KUMAR BARARIA INDEPENDENT DIRECTORRAVINDRA GAJELLI CHIEF FINANCIAL OFFICERKARISHMA PATEL COMPANY SECRETARY & COMPLIANCE OFFICER (upto 3rd March, 2018)SONAL NAIK COMPANY SECRETARY & COMPLIANCE OFFICER (w.e.f. 26th April, 2018)

BANKER CANARA BANK

AUDITORS LODHA & Co. CHARTERED ACCOUNTANTS MUMBAI – 400 001

REGISTERED OFFICE:RASOI COURT, 20, SIR R. N. MUKHERJEE ROAD, KOLKATA – 700 001 PHONE: (033) 2248 0114/5 FAX: (033) 2248 1200 Website: www.jlmorison.com/corporate

HEAD OFFICE: PENINSULA BUSINESS PARK, TOWER “A”, 8TH FLOOR, SENAPATI BAPAT MARG, LOWER PAREL, MUMBAI - 400 013 PHONE: (022) 6141 0300 FAX: (022) 2495 0317

BRANCHES MUMBAI KOLKATA NEW DELHI CHENNAI

WORKS E-95/1, MIDC, WALUJ, NEAR SIEMENS FACTORY, WALUJ, AURANGABAD – 431 136 MAHARASHTRA

REGISTRAR AND SHARE TRANSFER AGENT CB MANAGEMENT SERVICES (P) LIMITEDP-22, BONDEL ROAD, KOLKATA - 700 019.TEL. NO.: (033) 40116700 E-MAIL: [email protected]

CONTENTSPage No.

Notice ...................................................................................1

Directors’ Report ..................................................................9

Report on Corporate Governance ......................................27

�� .................34

Management Discussion and Analysis Report ..................37

Independent Auditors’ Report ............................................39

Balance Sheet ...................................................................43

�� .............................................44

Cash Flow Statement ........................................................45

�� Forming Part of the Financial Statements .........................47

83rd Annual General Meeting of the Company will be held on Friday, the 3rd August, 2018 at 2.30 p.m. at Rabindra Tirtha, 33-1111, Major Arterial Road, 3rd Rotary, New Town, Kolkata – 700156


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J. L. Morison (India) LimitedCIN: L51109WB1934PLC088167

� �� !��"�#$"��%�'* �+ ��"�;��'��<�=$$�$$>Tel: (033) 2248 0114/5, Fax: (033) 2248 1200, E-mail: [email protected], Website: www.jlmorison.com/corporate

NOTICENotice is hereby given that the Eighty Third Annual General Meeting of the Members of J. L. Morison (India) Limited will be held on Friday, 3rd August, 2018 at 2.30 p.m. at Rabindra Tirtha, 33-1111, Major Arterial Road, 3rd Rotary, New Town, Kolkata – 700 156 to transact the following businesses:ORDINARY BUSINESS:>�� ?�� "�� * �� Q�� * ��Z��* ��Z �� [>st March, 2018

�� * ��\��*��* �� * �]�� * � ��*�� "��*��*��"��* ��\�� an Ordinary Resolution:

“RESOLVED THAT �* �� Q�� * ��Z��* ��Z �� [>st March, 2018 and the reports of the Board of Directors and Auditors thereon be and are hereby received, considered and adopted.”

#�� ?�� ^_��Z��*�� * ��Z �� [>st�%��*"�#$>`��*�� "��*��*��"��* �following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the recommendation of the Board of Directors of the Company, dividend @ 10% (Re. 1/- per Share) on the 13,65,034 Equity Shares of Rs. 10/- each of the Company for the year ended 31st March, 2018 be and is hereby � �� * �� * ��Z��*��* �� { ��*� �*�� *�� \*� �� * �Company’s Register of Members as on Friday, 27th July, 2018 and that the dividend warrants be posted or direct credit through NECS be given within 30 days hereof only to those shareholders who are entitled to receive the payment of dividend.”

3. To appoint a Director in place of Mrs. Sakshi Mody (DIN:06518139), who retires by rotation and being eligible, offers herself for � |�� ]�� *�� "��*��*��"��* ��\�� Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Sakshi Mody (DIN: 06518139), Director of the Company, who retired by rotation and being eligible, had offered herself for re-appointment, be and is hereby re-appointed as a Director of the Company, who shall be liable to retire by rotation.”

}�� ?��Z��* �� Z��* ��Z��~��* �� *�� "��*��*��"��the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company hereby �� * �� %��*��"��*�� Q�� [$>$�>^�"��Z��* ��Z��*�� * ��*��`[rd Annual General Meeting (AGM) till the conclusion of 84th AGM of the Company, at such remuneration and out of pocket expenses as may be agreed between the Board of Directors of the Company and the Auditors.”

SPECIAL BUSINESS:�� ?�� %��+�Z�;��*�� ]�� *�� "��*��*��"��* ��\��

Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and any other applicable

��* �� "�#$>[��* ��* �� ]�� "�#$>}��Z��Z�� | �� * � �� * � �� { �� >��>��{��^��(Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Sanjay Kothari (DIN: 00258316), an Independent Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and eligible for re-appointment, be and is hereby re-appointed as an Independent Director of �* ��Z��*�� Z ��>st April, 2019 to 31st March, 2024 and who shall not be liable to retire by rotation;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary to give effect to the above resolution.”

�� ?�� * �� Z�{� ��%��*��"�^~ �� ]�� ^��*�� "��*��*��"��pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and any other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ��Z��Z�� | �� * � ��* �� { �� \��*��* �� * ��recommended by the Nomination and Remuneration Committee and approved by the Audit Committee and subject to all other


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��"�� Z�{ �� _�� {+ ��*��Z�{ �� or prescribed by any of the authorities while granting such sanctions, approvals and permissions, the revision in remuneration ��Z�{� ��%��*��]��!�$$>#�=`#�"��*�� |�� ]�� ̂ ~ �� ]�� *� ��̂ ~ �� of the Company w.e.f. 1st April, 2018, for remaining period of his tenure as detailed in the Explanatory Statement attached to this notice be and is hereby approved, with the authority to the Board of the Directors to revise the terms on the recommendation of the Nomination & Remuneration Committee and approval of the Audit Committee of the Company with regard to remuneration from time to time within the limits provided in the said Schedule V or any amendment thereto for the time being in force;

RESOLVED FURTHER THAT in case the Company, during the currency of tenure of Mr. Sohan Sarda as referred above, has no �� _�� "��* ��Z� ��Z"�� _�� * ��\�� {Z��*�� *��{ ��Z�{� ��%�� * �� Z ��*��"��\��*��*��* �� Z� ~� ��* �ceiling limit laid down in Section 197 and Schedule V to the Act;

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion deem necessary, proper or desirable and to settle ��Z�_� ��"�� {�� *��Z�� *�� * � �� resolution.”

By Order of the Board of DirectorsFor J. L. Morison (India) Limited

Place: Mumbai Sonal NaikDate: 26th April, 2018 ��

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

NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO

ATTEND AND VOTE IN CASE OF POLL ONLY, ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY FORMS, IN ORDER TO BE VALID, SHOULD BE DULY COMPLETED, STAMPED AND SIGNED AND MUST BE LODGED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING�� ~Z��{ *�� { �� ~� ��Z��*��* �aggregate not more than ten percent of the total share capital of the company carrying voting rights provided that a member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or member.

2. The Statement pursuant to Section 102 of the Companies Act, 2013, in respect of special businesses is annexed hereto and forms part of the Notice.

3. Members are requested to bring Attendance slip along with their copy of Annual Report to the Meeting.4. In case of joint holders attending the Meeting, only such joint holder who is higher in order of names will be entitled to vote.�� { �� _� � �� Z�� Z��* �� >>[��* ��

Act, 2013 authorizing their representative to attend the Annual General Meeting (including through remote e-voting).6. Route-map to the venue of the Meeting is provided in the Annual Report for the convenience of the members.7. Relevant documents referred to in accompanying Notice and the Statement are open for inspection by the members at the

� �� * ��Z��\��'��Z"� ~� ��Z"��{�� *��* �� * �� 8. Pursuant to Regulations 26(4) and 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the

Secretarial Standard-2 on “General Meetings” the particulars of Directors seeking appointment/re-appointments at the ensuing Annual General Meeting are stated in Explanatory Statement of the notice.

9. The Register of Members and the Share Transfer Books of the Company will remain closed from Saturday, 28th July, 2018 to Friday, 3rd August, 2018 (both days inclusive) for determining the name of members eligible for dividend on Equity Shares, if approved, and for the purpose of Annual General Meeting.

10. Members holding shares in identical order of names in more than one folio are requested to write to the Company/Registrar and �*�� ?�� ?�� * ��*�� {� ��* ��Z�� * ��*�� for better services.


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11. Members holding shares in physical form are requested to notify immediately any change in their address or bank mandates to the Company/Registrar and Share Transfer Agents quoting their Folio Number. Members holding shares in the electronic form may update such details with their respective Depository Participants.

>#�� ?* ��Z�*�� * �� * ��Z ��#$$�|#$>$�� "��the Investor Education and Protection Fund (IEPF) established by the Central Government. The unclaimed dividend in respect of �* ��Z �� [>st March, 2011 is due for transfer to the IEPF in the month of September, 2018. The Shareholders \*� �� * ��Z ��#$>$|>>��{ _� ��Z �� _� � ��immediately from the Company. The Company has uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on 25th September, 2017 (date of the previous Annual General Meeting) under “Investor Relations” section on the website of the Company at www.jlmoriosn.com/corporate. The said details have also been uploaded on the website of the Ministry of Corporate Affairs and the same can be accessed through the link: www.mca.gov.in and on the website of IEPF viz. www.iepf.gov.in.

Attention of the members is drawn to the provisions of Section 124(6) of the Act which requires a company to transfer in the name of IEPF Authority all shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or more.

In accordance with the aforesaid provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has already transferred all shares in respect of which �� * ��Z ��#$$�|>$�� Z �� {Z��* �� { ��7 (seven) consecutive years or more to the IEPF Authority. A member desirous to claim back his shares from IEPF Authority can do so by following prescribed procedure under the said Rules.

Further, the Company has initiated necessary action for transfer of all shares in respect of which dividend declared for the ��Z ��#$>$|>>�*�� {Z��* �� { ��=�� Z ��

13. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company/RTA.

14. Queries on accounts and operations of the Company, if any, may please be sent to the Company ten days in advance of the meeting so that the answers can be made available at the meeting.

15. Members are requested to forward all share transfers and other communications to the (RTA) of the Company and are further requested to always quote their folio number/DP ID – Client ID in all correspondences with the Company.

16. Members holding shares in single name and physical form are advised to make nomination in respect of their shareholding in the company.

17. The dividend on Equity Shares as recommended by the Board of Directors for the year ended 31st March, 2018, if approved at the ensuing Annual General Meeting, will be paid to those members whose names stand registered in the Register of Members as on Friday, 27th July, 2018 and in respect of the shares held in dematerialized form, the dividend will be paid to members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) ��{ � ��\� ��*��

18. To comply with the provisions of Section 88 of the Companies Act, 2013 read with Rule 3 of the Companies (Management and Administration) Rules, 2014, the Company is required to update its database by incorporating some additional details of its members.

You are thus requested to submit your e-mail ID and other details vide the e-mail updation form attached in this Annual Report. ?* �� { �� {Z��* �� * ��{Z�� * �� {Z��

��?* � |��]�� *��{ �� {+ �� Z�� {� �\��*��* �RTA of the Company.

19. The Register of Directors’ and Key Managerial Personnel’s Shareholding maintained under Section 170 and Register of Contract or Arrangements in which Directors are interested under Section 189 of the Companies Act, 2013 are open for inspection at the � �� * ��Z��* �� *��\��'��Z"�{ �\ ��>>�$$��>�$$��* �� of the Annual General Meeting and will be open for inspection during the Annual General Meeting also.

20. The Notice of the 83rd Annual General Meeting, along with the Attendance Slip and Proxy Form are being sent by electronic mode to all members whose email address are registered with the Company/Depository Participant(s) unless member has requested for hard copy of the same. For members who have not registered their email IDs, physical copies of the aforesaid documents are being sent by courier.

21. Members may also note that the 83rd Annual Report for the year 2017-18 is also available on the website of the Company www.jlmorison.com/corporate.


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22. Information and other instructions relating to the e-voting:(a) In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and

Administration) Rules, 2014, as amended, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote at the 83rd Annual General Meeting (AGM) by electronic means. The members may cast their votes using electronic voting system from a place other than the venue of the meeting (‘remote e-voting’).

(b) The Company has engaged the services of National Securities Depository Limited (NSDL) as agency to provide e-voting facility.

(c) The facility for voting through ballot papers shall be made available at the 83rd Annual General Meeting and the members attending the meeting who have not cast their vote by remote e-voting shall be able to vote at the Meeting through ballot papers.

(d) The members who have cast their vote by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote again.

(e) The remote e-voting shall commence on Tuesday, 31st July, 2018 (9.00 a.m.) and ends on Thursday, 2nd August, 2018 (5.00 p.m.). During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, 27th July, 2018, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

(f) The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date i.e. Friday, 27th July, 2018.

(g) A person, whose name is recorded in the Register of Members maintained by the Registrar and Share Transfer Agent or ��* �� \� �� {Z��* �� * ��|�� Q��Z"�#=th July, 2018 shall be entitled to avail the facility of remote e-voting and voting at meeting through ballot papers and the person who is not a member as on the cut-off date should treat this notice for information purpose only.

(h) The Board of Directors of the Company has appointed CS Mohan Ram Goenka, Practicing Company Secretary, (FCS No.: 4515/CP No.:2551) as a Scrutinizer to scrutinize the voting through remote e-voting process and ballot papers in a fair and transparent manner.

(i) Any person who acquires shares and become member of the Company after dispatch of the Notice of the Meeting and holding shares as on cut-off date i.e. Friday, 27th July, 2018, may obtain User ID and password by sending request at [email protected] or contact to CB Management Services (P) Ltd., (RTA) at (033) 40116700. However, if the member is already registered with NSDL for remote e-voting then he can use his exiting user ID and password for casting the vote through e-voting. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at toll free no.:1800-222-990.

(j) The Scrutinizer, after scrutinizing the votes cast at the meeting through ballot and through remote e-voting will, not later than 48 hours of conclusion of the Meeting, make consolidated scrutinizer’s report and submit to the Chairman. The result declared along with consolidated scrutinizer’s report shall be placed on the website of the Company www.jlmorison.com/corporate and on the website of the NSDL www.evoting.nsdl.com. The results shall simultaneously be communicated to the stock exchanges.

(k) Subject to receipt of requisite number of votes in favour, the Resolutions shall be deemed to be passed on the date of the Meeting i.e. Friday, 3rd August, 2018.

The instructions for e-voting are as under:The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:Step 1 : Log-in to NSDL e-Voting system at www.evoting.nsdl.comStep 2 : Cast your vote electronically on NSDL e-Voting system.Details on Step 1 is mentioned below:How to Log-in to NSDL e-Voting website?1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: www.evoting.nsdl.com either on a Personal

Computer or on a mobile.2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.[�� \�� \�� \��*�� Z�� ]"�Z��\�� *�\��* �� Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing

IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.


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4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical

Your User ID is:

a) For Members who hold shares in demat account with NSDL.

8 Character DP ID followed by 8 Digit Client ID

For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******.

b) For Members who hold shares in demat account with CDSL.

>��]�� Z��]

Q�� ~�� Z�� Z��]��>#��* ��Z�� ]��>#��c) For Members holding shares in

Physical Form.EVEN Number followed by Folio Number registered with the company

For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001***5. Your password details are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.b) ��Z�� ]�� |��Z� ��* �� "�Z��\�� * ��\��\*��*�\��

to you. Once you retrieve your ‘initial password’, you need enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you

on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment �� * �� ?* ��\�� * �� Z��̀ �� ]��]��"��̀ �� ]��]��{ ��*�� * ��*Z��?* �� Z�� ]��your ‘initial password’.

(ii) If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address.6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning

your demat account number/folio number, your PAN,your name and your registered address.7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.8. Now, you will have to click on “Login” button.9. After you click on the “Login” button, Home page of e-Voting will open.Details on Step 2 is given below:How to cast your vote electronically on NSDL e-Voting system?1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting

Cycles.2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose

voting cycle is in active status.3. Select “EVEN” of company for which you wish to cast your vote.4. Now you are ready for e-Voting as the Voting page opens.5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to

��Z�� '��{��\* �� 6. ��"��* �� Z��\��{ ��Z ��7. ��' ��* ��* �� {Z�Z��{Z��'��* ��* �� 8. �� Z��Z�� * �� "�Z��\��{ ��\ ��Z�Z�� General Guidelines for shareholders1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of

the relevant Board Resolution/Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].


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2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password �� * � |��\ {�� \��{ ��{� �� ' Z��* �� \��such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or contact Mr. Mandar Gaikwad, Assistant Manager, NSDL, 4th Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Lower Parel, Mumbai 400 013 or call on phone: (022) 2499 4559 or toll free no.: 1800-222-990 or send a request at [email protected]. Further queries relating to remote e-voting may be �� %��'"��Z�� Z�� "�� '"�̀ th Floor, Tower “A”, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, email: [email protected], Phone No. (022) 6141 0300

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013Item No. 5The Members of the Company, at the 79th Annual General Meeting held on 11th September, 2014 had approved the appointment of Mr. Sanjay Kothari, as an Independent Director of the Company, whose term is due to expire on 31st March, 2019.�� >}��>$�� \��*��* �� * �� "�#$>[��* �� ]�� *��*�� Z ��* ��Z"�{��*��{ � ��{� �� |�� {Z��* ��Z��* �� Z ��* ��Z�In line with the aforesaid provisions of the Act and in view of long, rich experience, continued valuable guidance to the management and strong Board performance of Mr. Sanjay Kothari, it is proposed to re-appoint him for a second term as an Independent Director ��* ��Z�� Z ��>st April, 2019 to 31st March, 2024.Pursuant to Section 160(1) of the Companies Act, 2013 the Company has received a notice in writing from one of the Members of �* ��Z��Z��*�� Z ��* ��* ��"�%��+�Z�;��*��* �� * ��* �� * �� Copy of the draft letter for re-appointment of Mr. Sanjay Kothari as an Independent Director setting out the terms and conditions \��{ ��{� �� \��*��Z�� {Z��* �� { ��* �� * ��Z��{�� hours on any working day, excluding Saturday.?* �� *��*�� \��{ �� { � ��* ��Z�� {� �� avail services of Mr. Sanjay Kothari as an Independent Director. Accordingly, the Board recommends passing of the Resolution at Item No. 5 of the Notice as a Special Resolution.Brief resume of the Director proposed to be re-appointed as stipulated under the Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the annexure to the Notice. Mr. Sanjay Kothari is not holding any shares in the Company.Except Mr. Sanjay Kothari, being an appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives �� "��* �\� "��* �� Item No. 6The Members of the Company, at the 82nd Annual General Meeting held on 25th September, 2017 had approved the appointment of Mr. Sohan Sarda as a Whole-time Director designated as Executive Director & CEO of the Company for a period of three years with effect from 1st February, 2017 to 31st January, 2020.Mr. Sohan Sarda, aged 43 years, is a member of the Institute of Chartered Accountants of India and the Institute of Company � �� *�� #>�Z �� ~� �� * �� %�� "�?�~��Q�� *��{ ��associated with the Company since 2005. He does not hold any shares in the Company.The Board of Directors at its meeting held on 26th April, 2018, on the recommendation of Nomination and Remuneration Committee �� * �� '�� %�� *�� _�� \ �� *��{��* ��Z��\�*�� * ��Z�{�� revise his remuneration for remaining period of his current tenure w.e.f. 1st April, 2018. The details of revision in remuneration payable to Mr. Sohan Sarda are as follows:

Sr. No. Particulars Revised remuneration w.e.f. 1st April, 2018 for remaining period of his tenure1. Salary Rs. 2.46 lacs per month and other allowance of Rs. 1.59 lacs per month with an increase which

��Z�{ �� {Z��* ��]�� \��*��* ��"�� Schedule V to the Companies Act, 2013.

2. Medical a. Reimbursement of medical expenses not exceeding Rs. 0.15 lacs per annum;b. Medical insurance premium for self, spouse and dependent children – upto Rs. 3.00 lacs

per annum;c. Personal Accident insurance premium for him and family upto Rs. 3.00 lacs per annum.


7

Sr. No. Particulars Revised remuneration w.e.f. 1st April, 2018 for remaining period of his tenure3. Leave Travel Concession As per rules of the Company, not exceeding Rs. 2.00 lacs per annum.4. Provident and other funds

including gratuityAs per rules of the Company’s Scheme.

5. Motorcar with Driver Motor Car with Driver.6. Leave encashment* Encashment of leave accumulation as per the rules of the Company.

*Mr. Sohan Sarda will be entitled to leave as per the rules of the Company.?* ��{�� { �� * ��{ �� _��Z��"��{+ ��* ��Schedule V of the Companies Act, 2013.?* �� *��*�� \��{ �� { � ��* ��Z�� {� �� availing the services of Mr. Sohan Sarda as an Executive Director & CEO. Accordingly, the Board recommends the resolution as set out at item nos. 6 of the Notice in relation to the revision in his remuneration as aforesaid for the approval of the shareholders of the Company.Except, Mr. Sohan Sarda, none of the other Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested in the said resolution.Additional information as required under Part II of Schedule V of the Companies Act, 2013 is given below:

I. General Information:1. Nature of Industry The Company is engaged in the business of manufacturing, marketing and

distribution of personal care, life style and FMCG products.2. Date or expected date of commencement

of commercial productionThe Company is an existing Company and is in operation since 1934.

3. In case of new companies, expected date of commencement of activities as per ��+ �� {Z� �� appearing in the prospectus

N.A.

4. Financial performance based on given indicators

EPS: Rs. 70.64Return on Networth: 5.40%

5. Foreign Investment or Collaborations, if any.

Nil

II. Information about the appointee1. Background details Mr. Sohan Sarda is a member of the Institute of Chartered Accountants

of India and the Institute of Company Secretaries of India. He has vast '��\� �� * �� %�� "��"�?�~��Q�� is associated with the Company since 2005.

2. Past Remuneration Rs. 41.01 lacs3. Recognition or awards Mr. Sohan Sarda is having good experience in the industry in which the

company operates.4. ��{�� *��{��Z He is Executive Director & CEO of the Company. Taking into consideration

his expertise, he is best suited for the responsibilities currently assigned to him by the Board of Directors.

5. Remuneration proposed Rs. 54.25 lacs (approx.) p.a.6. �� \��*�

respect to industry, size of the company, �� * �� of expatriates the relevant details would be with respect to the country of his origin)

At par with the industry standards in which the Company operates.

7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any

He does not have any pecuniary relationship directly or indirectly with Company and other managerial personnel.

III. Other Information1. � �� _�� Due to increase in competition and stress on margin, the Company could not

��*� � �*��*�� 2. Steps taken or proposed to be taken for

improvement?* ��Z�*��' �� {��Z�

3. Expected increase in productivity and �� {� ��

?* ��Z�*�� {Z�� in future.


8

INFORMATION OF DIRECTORS BEING PROPOSED FOR APPOINTMENT/RE-APPOINTMENT AS PER REGULATION 26(4) AND 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD-2 ”GENERAL MEETING” IS GIVEN BELOW:

Particulars Mrs. Sakshi Mody Mr. Sanjay KothariAge 33 years 54 yearsDate of Appointment in current position 29th May, 2014 1st April, 2014^~� �� Resume

She has a wide range of experience, working in different types of media like print, television, online and Public relations

� �*��Z�Z �� ~� �� * �� Management Consultancy, Accounts, Taxation and Finance

�� Graduate from University Virginia, USA

He is a member of The Institute of Chartered Accountants of India, The Institute of Cost Accountants of India and The Institute of Company Secretaries of India

No. of equity shares held in the Company NIL NILList of Directorship in other entities 1. Hindustan Composites Limited

2. Rasoi LimitedSystem International Pvt. Ltd.Anantroop Financial Advisory Services Pvt. Ltd.Clean Science and Technology Pvt. Ltd.Golden Quadrilateral Financial Advisory Services Pvt. Ltd.Tathastu Financial Advisory Services Pvt. Ltd.Sanatan Financial Advisory Services Pvt. Ltd.Sixth Sense Ventures Advisors LLPWestend Propmart Pvt. Ltd.Rapid Estates Pvt. Ltd.Securities Holdings (India) Pvt. Ltd.Jaichandi Investment Services Pvt. Ltd.Sekhsaria Charitable TrustChartered Finance & Leasing Ltd.

Membership/Chairmanship of Committees of other listed entities

She does not hold any position as Member/Chairman in other listed Companies where she is a Director

He does not hold any position as Member/Chairman in other listed Companies where he is a Director.

Number of Board Meetings attended during the year

4 5

Terms and Conditions of re-appointment She is liable to retire by rotation For a period of 5 consecutive years w.e.f. 1st April, 2019 not liable to retire by rotation

Remuneartion last drawn (including sitting fees & Commission)

Sitting fees - Rs. 0.25 lacs Sitting fees - Rs. 1.11 lacs

Remuneartion proposed to be paid Only sitting fees for attending Board and Committees meetings to be paid

Only sitting fees for attending Board and Committees meetings to be paid

Relationship with any Director (s)/Key Managerial Personnel of the Company.

She is not related with any Director or Key Managerial Personnel as per provisions of Section 2(77) of the Companies Act, 2013

He is not related with any Director or Key Managerial Personnel as per provisions of Section 2(77) of the Companies Act, 2013.

By Order of the Board of DirectorsFor J. L. Morison (India) Limited

Place: Mumbai Sonal NaikDate: 26th April, 2018 ��

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


9

DIRECTORS’ REPORTTo the Members,J. L. Morison (India) LimitedYour Directors feel pleasure in presenting 83rd Annual Report of your Company comprising the Audited Financial Statements for the year ended 31st March, 2018.1. FINANCIAL HIGHLIGHTS:

(Rs. in lacs)

Sr. No.

Particulars Current Year ended on 31st March, 2018

Previous Year ended on 31st March, 2017

1. Total Revenue (net) 9,353.15 7,998.422. ��{ �� Q�� "�] �� ~� � ��?�~ 1,213.82 218.703. Less: Finance Cost 5.46 5.804. Less: Depreciation and Amortization expenses 135.51 146.745. ��{ �� ~� �� ~ 1,072.85 66.166. Provision for tax 108.59 (122.35)7. � �� 964.26 188.518. Other Comprehensive Income/(Loss) (Net of tax) (1,217.11) 5,591.979 Total Comprehensive Income/(Loss) (252.85) 5,780.48

2. ADOPTION OF IND AS: The Company has adopted the Indian Accounting Standard (‘Ind AS’) w.e.f. 1st April, 2017 with a transition date of 1st April 2016.

?* ��{�� *�� { �� \��*� �* � � �� therein and as prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and the ��* �� Z�� Z"��* �� Z �� ' �them Ind AS compliant.

3. DIVIDEND & RESERVES: Your Directors have pleasure in recommending payment of dividend of Re. 1/- being 10% on face value of Equity Share of

��>$�|� ��*��?*��\��{��{��*��\��>��}[�� Z ��>��}[�� ]�� Distribution Tax of Rs. 2.78 lacs (previous year Rs. 2.78 lacs). During the year the Company has not transferred any amount to General Reserve.

4. PERFORMANCE: The Company has reported total revenue of Rs. 8,608.65 lacs, representing a growth of 12% over the previous year. This was

achieved despite challenging market conditions.� �� ?�~�\��>"$=#�`�� \��}�#�� ~��>$`�� * �� * �� ~��\��>"#>=�>>��"��"��>��=��* �� Z ��

The total Comprehensive Loss for the year was Rs.252.85 lacs, as against Income of Rs. 5,780.48 lacs in the previous year. The Indian economy performed well during 2017-18 with a GDP growth of about 7%, despite of much awaited indirect taxation

reform of Goods and Service Tax (GST).� ��Z ��* �[��\ � �� Z� �� * �� ?* �

performance of the Company was good considering the competition and GST implementation which is clearly evident from the above results.

The Company continues to explore newer opportunities including launch of new products in the own brands. However, there were no changes in the nature of business of the Company during the year under review.5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL

YEAR AND DATE OF THE REPORT:� ?* � �\ � �� *�� * ��* ��Z�\*��*�*�� { �\ ��

�* � ��* ��Z ��* ��Z��\*��*��* �� * �� * �� 6. SHARE CAPITAL OF THE COMPANY: The paid up equity share capital of your Company is Rs. 1,36,50,340/- (Rupees One Crore Thirty Six Lacs Fifty Thousand Three

Hundred Forty only) divided into 13,65,034 Equity Shares of Rs. 10/- (Rupee Ten) each.7. SUBIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES: ?* ��Z��*�� Z��{��Z"�+�� Z��* ��Z ��


10

8. EXTRACT OF ANNUAL RETURN: An extract of Annual Return in Form MGT 9 is appended to this Report as “�� .9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Retirement by Rotation: In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and

Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Sakshi Mody (DIN: 06518139), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment and your Board recommends her re-appointment.

b) Appointment:� ?* ��]�� * ��Z�� %��'��Z�� Z�� * �

Company w.e.f. 26th April, 2018 upon resignation of Ms. Karishma Patel w.e.f. closing working hours of 3rd March, 2018. Pursuant to provisions of Section 149 of the Companies Act, 2013 and applicable rules made thereunder, the members

of the Company in their 79th Annual General Meeting appointed Mr. Sanjay Kothari (DIN: 00258316) as an Independent ]�� * ��Z��* �� Z �� >st April, 2014 to 31st March, 2019.

According to the provisions of Section 149(10) read with Schedule IV of the Companies Act, 2013 (the Act) an Independent ]�� *��*�� Z ��* ��Z"�{��*��{ � ��{� �� |�� {Z��* ��Z��* �� Z ��* ��of a Company.

In line with the aforesaid provisions of the Act and in view of long, rich experience, continued valuable guidance to the management and strong performance of Mr. Sanjay Kothari at Board level, it is proposed to re-appoint him for a second term �� ]�� * ��* ��Z��* �� Z ��[>st March, 2024.

c) Cessation:� %�� ;��*�� "� ��Z� � �� Z� �� * � ��Z� � �� * � �� * �

Company w.e.f. closing working hours of 3rd March, 2018. The Board places on record its sincere appreciation for her hard work during her tenure in the Company.

d) Declaration from Independent Directors:� ?* ��Z�*�� * �� ]�� * ��Z��*��* Z�� * �

criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

e) Annual performance evaluation by the Board: Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Board has devised questionnaire to evaluate the performance of Chairman, each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:i. Attendance at Board Meetings and Committee Meetings;ii. Quality of contribution to Board deliberations;iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;iv. Providing perspectives and feedback going beyond information provided by the management.

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

f) Key Managerial Personnel (KMP):

Sr. No. Name of the KMP Designation1. Mr. Sohan Sarda Executive Director & CEO2. Mr. Ravindra Gajelli �*� ��Q�� 3. Ms. Karishma Patel ��Z�� Z�� \� ��*��[rd March, 2018)4. Ms. Sonal Naik ��Z�� Z�� \� ��#�th April, 2018)

10. MANAGERIAL REMMUNERATION AND OTHER DETAILS: The necessary details/disclosures of Ratio of Remuneration to each Director to the median employee’s remuneration and other

details pursuant to the Section 197(12) of the Companies Act, 2013 and as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules’) is annexed herewith as “�� !


11

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules is provided in a separate annexure forming part of this report. Further in terms of Section 136 of the Act, the Report and accounts are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at �* �� * ��Z��* �\��'��*��Z�� { �� {��Z��* �� Z�write to the Company Secretary and the same will be furnished on request.

11. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION: The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and

appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Report on Corporate Governance.

12. AUDIT COMMITTEE AND ITS COMPOSITION: As on 31st March, 2018, the Audit Committee comprised of Mr. Sanjay Kothari, Mr. Dinesh Sharma, Mr. Chakrapani Brajesh

Misra and Mr. Sohan Sarda. Mr. Sanjay Kothari is the Chairman of Audit Committee of the Company. The Company Secretary of the Company acts as a

Secretary of Audit Committee. The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and

�� "�� \��*�� "� �� * ��Z�� "��reporting process and vigil mechanism.

Other details with respect to Audit Committee are given in Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.13. MEETINGS OF THE BOARD:� ?* �� * �Z ��"��* �� \*��*�� * �� ?* ��

gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. DIRECTORS’ RESPONSIBILITY STATEMENT: Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and

as required under Section 134(3) of the Companies Act, 2013 state that:a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper

explanation relating to material departures, if any;b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that

�� {� �� \��* �� * ��Z��* � ��* ��year on 31st�%��*"�#$>`��* ��* ��Z��*��

�� * �]�� *�� ' �� * �� _�� with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a going concern basis; �� * �]�� *�� \�� { � ��\ ��{Z� �* ��Z�� *�� *� ��

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

systems were adequate and operating effectively.15. DEPOSITS: During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the

Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF

THE COMPANIES ACT, 2013: �� {Z��* ��Z��* ��Z ��\��*�� \ � ��* �

ordinary course of business and on arm’s length basis and are entered into based on considerations of various business exigencies, such as synergy in operations, their specialization, etc and in furtherance of the Company’s interests.

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

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

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013: The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 is given under Notes to Accounts

�� *��


12

18. CORPORATE SOCIAL RESPONSIBILITY: Pursuant to the provisions of Section 135 read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has

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

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

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

� ?* � �\�� {Z��Z�� {��"�\*��*��* �� of the Company or will have bearing on Company’s operations in future.

20. RISKS AND AREAS OF CONCERN: ?* ��Z�*��\��\ ��|� �� '�%�� Z�� * ��'��"�� Z�"��'� ~�� "�

potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and �� * �� *��*�� Z�� \��'�

21. WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY: The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The

mechanism also provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company on www.jlmorison.com/corporate�� *��* ��Z ��#$>=|>`"��^��Z ��]�� \�� the Audit Committee.

22. STATUTORY AUDITORS: M/s Lodha & Co., Chartered Accountants, Mumbai (Firm Registration Number - 301051E), were appointed as Statutory Auditors

of the Company at the 82nd Annual General Meeting held on 25th�� { �"�#$>="��*�� years i.e. till the conclusion of the 87th�� % ��{ �* ��* �Z ��#$##"��{+ �� Z�Z ��{Z�the shareholders at every Annual General Meeting of the Company held thereafter.

� ?* ��Z�*�� %��*��* � �� *��* �� "�\��{ �\��*��* �� { �� >[��* �� "�#$>[��*��* Z�� _�� { ��Z��\��*��* �� >}>��* �� "�#$>[��?* �� * �� of M/s Lodha & Co., as the Statutory Auditors of the Company at the ensuing Annual General Meeting of the Company.

23. SECRETARIAL AUDITORS: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the Company has appointed M/s. M Baldeva Associates, Company Secretaries, Thane as Secretarial Auditors to undertake Secretarial Audit of the Company for the year 2017-18. The Secretarial Audit Report is annexed herewith as “�� #” and forming part of this report.

24. INTERNAL AUDITORS: The Company has appointed M/s. SMMP & Associates, Chartered Accountants, Mumbai, as its Internal Auditors. The Internal

�� * � ��Z� �� _��Z� �� Z� �� * � ��Z"� �� \��*�operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to the Audit Committee.

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

� ?* � ��_�� '��Z�� *�� { �� {Z��* �� "��* �� "�� Z�� |��"�\ �\��

��' �� *��* �� Z�� |��\�� *��26. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Pursuant to Regulations 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the following have been made a part of the Annual Report and are attached to this report: � �� %�� ]��Z��

27. INVESTOR EDUCATION AND PROTECTION FUND (IEPF): Pursuant to the provisions of Section 125 of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer

and Refund) Rules, 2016 (‘the rules’), all unpaid or unclaimed dividends are required to be transferred by the Company to the


13

IEPF established by the Government of India after the completion of seven years. Further, according to the said Rules, the shares on which dividend remained unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred corresponding shares to the demat account of the IEPF Authority as per the requirements of the IEPF rules.

28. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened

with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale �� ~�� ?* �� %��%%�� "�� Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

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

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the �� ' ��Z��' Z� �� * ��]�� { �� ' ��{Z��* �� * �� * �Board. To maintain its objectivity and independence, the Internal Audit function, reports to the Chairman of the Audit Committee.

� �� * �� { ��\��*��Z�� * �� \��* �� * �Q�� Z� �� "��* �� \�� \��*��* �� _��Z�and effectiveness of the Internal Controls Systems followed by the company.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The details of conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are appended to this

report as “�� $%�!30. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013: The Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was received by the Committee.31. LISTING: The equity shares of the Company continue to be listed on BSE Limited and The Calcutta Stock Exchange Limited.32. COMPLIANCE WITH SECRETARIAL STANDARDS: The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards

�� {Z��* �� Z�� Z��]�� * �� * �Z �� review.

33. ACKNOWLEDGEMENT: Your Directors wish to place on record their gratitude for the continued co-operation and patronage extended by the esteemed

Customers, Shareholders, Bankers, Trade Partners and Employees and look forward for their continued support in the future as well.

For and on behalf of the Board of Directors

Sanjay Kothari Sohan Sarda "� �� #��'�"� �� #� DIN: 00258316 DIN: 00129782Place: MumbaiDate: 26th April, 2018

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


14

�� "� �� *��

Form No. MGT-9#��

+��;�� <=st March, 2018)[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies

(Management and Administration) Rules, 2014]I. REGISTRATION AND OTHER DETAILS:

1. CIN L51109WB1934PLC0881672. Registration Date 15th October, 19343. Name of the Company J. L. Morison (India) Limited4. Category/Sub-Category of the Company Indian Non-Government Company limited by shares5. �� * �� “Rasoi Court”, 20, Sir R. N. Mukherjee Road, Kolkata – 700 001

Phone: (033) 2248 0114/15 Fax: (033) 2248 1200Email: [email protected]: www.jlmorison.com/corporate

6. Whether listed Company (Yes/No):- Yes7. Name, Address and Contact details of Registrar and

Transfer Agent, if anyCB Management Services (P) LimitedP-22, Bondel Road, Kolkata, West Bengal – 700 019Phone: (033) 4011 6700 Fax: (033) 4011 6739e-mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

Sr. No.

Name and Description of MainProduct/Services

NIC Code of the Product % to total turnover of the Company

1. Tooth Paste/ Hair Colour 202 66.822. Baby Products 222 29.32

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: The Company does not have any holding, subsidiary or associate companyIV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

i) Category-wise Share Holding:

Category of Shareholder

No. of shares held at the beginning of the year

No. of shares held at the end of the year

% change during

the yearDemat Physical Total % of

total shares

Demat Physical Total % of total shares

A. Promoters(1) Indian(a) Individual/ HUF 385 - 385 0.03 385 - 385 0.03 -(b) Central Government - - - - - - - - -(c ) State Government(s) - - - - - - - - -(d) Bodies Corporate 10,21,922 - 10,21,922 74.86 10,21,922 - 10,21,922 74.86 -(e) Banks/FI - - - - - - - - -(f) Any Other - - - - - - - - -Sub Total(A)(1) 10,22,307 - 10,22,307 74.89 10,22,307 - 10,22,307 74.89 -(2) Foreign(a) NRIs-Individuals - - - - - - - - -(b) Other – Individuals - - - - - - - - -(c )Bodies Corporate - - - - - - - - -(d) Banks/FI - - - - - - - - -(e) Any Other - - - - - - - - -Sub Total(A)(2) - - - - - - - - -


15

Category of Shareholder

No. of shares held at the beginning of the year

No. of shares held at the end of the year

% change during

the yearDemat Physical Total % of

total shares

Demat Physical Total % of total shares

Total Shareholding of Promoter (A)= (A)(1)+(A)(2)

10,22,307 - 10,22,307 74.89 10,22,307 - 10,22,307 74.89 -

B. Public shareholding1. Institutions(a) Mutual Funds - - - - - - - - -(b) Banks/FI - 70 70 0.01 - 70 70 0.01 -(c ) Central Government - - - - - - - - -(d) State Government(s) - - - - - - - - -(e) Venture Capital Funds

- - - - - - - - -

(f) Insurance Companies - - - - - - - - -(g) FIIs - - - - - - - - -(h) Foreign Venture Capital Funds

- - - - - - - - -

(i) Other (specify) - - - - - - - - -Sub-Total (B)(1) - 70 70 0.01 - 70 70 0.01 -2. Non-institutions(a) Bodies Corporate(i) Indian 1,20,354 410 1,20,764 8.85 1,22,093 0 1,22,093 8.94 0.09(ii) Overseas - - - - - - - - -(b) Individuals(i) Individual shareholders holding nominal share capital upto Rs. 1 lac

1,15,270 48,740 1,64,010 12.01 1,15,236 33,584 1,48,820 10.90 (1.11)

(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lac

55,232 0 55,232 4.05 55,232 0 55,232 4.05 -

(c) Others (specify)(i) Director - - - - - - - - -(ii) Trust 990 0 990 0.07 100 0 100 0.01 (0.06)(iii) Non-Resident Individuals - Rep.

151 105 256 0.02 252 105 357 0.03 0.01

(iv) Non-Resident Individuals - Non Rep.

1249 156 1405 0.10 1,366 100 1,466 0.11 0.01

IEPF 0 0 0 0.00 14,589 0 14,589 1.07 1.07Sub-Total (B)(2) 2,93,246 49,411 3,42,657 25.10 3,08,868 33,789 3,42,657 25.10 0.00Total Public Shareholding (B)= (B)(1)+(B)(2)

2,93,246 49,481 3,42,727 25.11 3,08,868 33,859 3,42,727 25.11 0.00

C. Shares held by Custodians for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) 13,15,553 49,481 13,65,034 100.00 13,31,175 33,859 13,65,034 100.00 -


16

ii) Shareholding of Promoters and Promoters group:

Sr. No.

Shareholder’s Name Shareholding at the beginning of the year

Shareholding at the end of the year % Change in shareholding

during the year

No. of Shares

% of total shares of the

Company

% of shares Pledged/

encumbered to total shares

No. of Shares


Company

% of shares Pledged/

encumbered to total shares

1 Rasoi Limited 2,72,800 19.98 - 2,72,800 19.98 - -2 Looklink Finance Limited 1,13,319 8.30 - 1,13,319 8.30 - -3 Pallawi Resources Limited 94,600 6.93 - 94,600 6.93 - -4 Surdas Trading & Mfg Co. Limited 78,742 5.77 - 78,742 5.77 - -5 Leaders Healthcare Limited 67,603 4.95 - 67,603 4.95 - -6 Pallawi Trading & Mfg Co. Limited 30,000 2.20 - 30,000 2.20 - -7 Hindustan Composites Limited 2,72,800 19.98 - 2,72,800 19.98 - -8 Axon Trading & Mfg Co. Limited 20,490 1.50 - 20,490 1.50 - -9 Lotus Udyog Limited 18,400 1.35 - 18,400 1.35 - -

10 Goodpoint Advisory Services And Investments Limited

14,000 1.03 - 14,000 1.03 - -

11 Noble Trading Company Limited 8,866 0.65 - 8,866 0.65 - -12 Silver Trading And Services Limited 5,736 0.42 - 5,736 0.42 - -13 Sun Light Marketing Services Pvt. Ltd. 24,566 1.80 - 24,566 1.80 - -14 Raghu Nandan Mody 250 0.02 - 250 0.02 - -15 Varunn Mody 135 0.01 - 135 0.01 - -

Total 10,22,307 74.89 - 10,22,307 74.89 - -

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

Sr. No.

Shareholders’ Name Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total shares of the

Company

No. of Shares % of total shares of the

CompanyA At the beginning of the year 10,22,307 74.89 - -B Changes during the year No Change during the yearC At the end of the year 10,22,307 74.89

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

Sr. No.



No. of Shares


Company

No. of Shares


Company1 Perito Tessili Designs LLPA At the beginning of the year 68,000 4.98 - -B Changes during the year No change during the yearC At the end of the year - - 68,000 4.98

2 Mount Intra Finance Pvt. Ltd.A At the beginning of the year 34,348 2.52 - -B Changes during the year

Date Reason12.05.2017 Buy 56 0.00 34,404 2.5219.05.2017 Buy 60 0.00 34,464 2.5226.05.2017 Buy 1,188 0.09 35,652 2.61

C At the end of the year 35,652 2.61


17

Sr. No.



No. of Shares


Company

No. of Shares


Company3 Shaunak Jagdish ShahA At the beginning of the year 27,200 1.99 - -B Changes during the year No change during the yearC At the end of the year - - 27,200 1.99

4 *Investor Education and Protection FundA At the beginning of the year - - - -B Changes during the year

Date Reason25.11.2017 Transfer 14,383 1.05 14,383 1.0530.11.2017 Transfer 101 0.01 14,484 1.0602.12.2017 Transfer 105 0.01 14,589 1.07

C At the end of the year - - 14,589 1.07

5 Jagdish Amritlal ShahA At the beginning of the year 14,432 1.06 - -B Changes during the year No change during the yearC At the end of the year - - 14,432 1.06

6 Jagruti Shaunak ShahA At the beginning of the year 13,600 1.00 - -B Changes during the year No change during the yearC At the end of the year 13,600 1.00

7 Jamson Securities Private LimitedA At the beginning of the year 6,800 0.50 - -B Changes during the year

Date Reason01.09.2017 Buy 62 0.00 6,862 0.5013.10.2017 Buy 50 0.00 6,912 0.51


8 Narain Prasad DalmiaA At the beginning of the year 6,626 0.48 - -B Changes during the year No change during the yearC At the end of the year - - 6,626 0.48

9 BNK Securities Private LimitedA At the beginning of the year 2,900 0.21 - -B Changes during the year

Date Reason09.03.2018 Buy 750 0.05 3,650 0.2616.03.2018 Sell 750 0.05 2,900 0.21



18

Sr. No.



No. of Shares


Company

No. of Shares


Company10 BNK Commodities Private LimitedA At the beginning of the year 2,000 0.15 - -B Changes during the year No change during the yearC At the end of the year - - 2,000 0.15

11 Sharada B SalianA At the beginning of the year 1,960 0.14 - -B Changes during the year No change during the yearC At the end of the year - - 1,960 0.14

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

v) Shareholding of Directors and Key Managerial Personnel:

Sr. No For Each of the Directors and KMP Shareholding at the beginning of the year

Shareholding at the end of the year

Name of the Director/KMP No. of share % of total shares of the company

No. of shares % of total shares of the company

1. Raghu Nandan ModyA At the beginning of the year 250 0.02 - -B Changes during the year No changes during the yearC At the end of the year - - 250 0.02

V. INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Rs. in lacs)Particulars Secured Loans

��"��Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the ��Z ��$>�$}�#$>=1) Principal Amount 134.29 23.00 - 157.292) Interest due but not paid - - - -3) Interest accrued but not due - - - -Total of (1+2+3) 134.29 23.00 - 157.29Change in Indebtedness during the��Z ��+ Addition 78.35 - - 78.35-Reduction - - - -Net change 78.35 - - 78.35Indebtedness at the end of the ��Z ��[>�$[�#$>`1) Principal Amount 212.64 23.00 - 235.642) Interest due but not paid - - - -3) Interest accrued but not due - - - -Total of (1+2+3) 212.64 23.00 - 235.64


19

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

(Rs. in lacs)Sr. No Particulars of Remuneration Name of MD/WTD/Manager Total Amount

Sohan Sarda#��'�"� �� #�

1. Gross Salary(a) Salary as per provisions contained in section

17(1) of the Income Tax Act, 196140.62 40.62

(b) Value of perquisites u/s 17(2) Income Tax Act, 1961

0.39 0.39

(c) �� Z�� >=�[��Income Tax Act, 1961

- -

2. Stock Option - -3. Sweat Equity - -4. Commission

|��¢��- Others, specify

--

--

5. Others, please specify - -Total (A) 41.01 41.01Ceiling as per the Act �¢��* �� * ��Z�<��[#�}}��

Rs. 168.00 lacs per annum whichever is higher.

B. Remuneration of other directors:(Rs. in lacs)

Sr.No

Particulars of Remuneration Name of Directors Total Amount

1 Independent Directors Sanjay Kothari

Dinesh Sharma

Chakrapani Brajesh Misra

Lalit Kumar Bararia

-Fee for attending board committee meetings

1.11 0.10 0.85 0.10 2.16

- Commission - - - - --Others - - - - -Total (1) 1.11 0.10 0.85 0.10 2.16

2 ��;� ^��#��'�Directors

Raghu Nandan Mody

Sakshi Mody

-Fee for attending board committee meetings 0.46 0.25 0.71- Commission - - --Others - - -Total (2) 0.46 0.25 0.71Total (B)= (1+2) 1.11 0.10 0.85 0.10 0.46 0.25 2.87Total Managerial Remuneration (A+B)

43.88*

Overall Ceiling as per the Act �>>¢��* �� * ��Z�<��=>�[��>�`�$$��per annum whichever is higher

* including sitting fees.


20

C. Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD(Rs. in lacs)

Sr. No

Particulars of Remuneration Name of the KMP TotalAmount

Ravindra Gajelli $�%�

*Karishma Patel $�

1. Gross Salary(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961

19.69 5.66 25.35

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

0.40 - 0.40

�� Z�� >=�[�� Tax Act, 1961

- - -

2. Stock Option - - -3. Sweat Equity - - -4. Commission

|��¢��- Others, specify

--

--

--

5. Others, please specify - - -Total (C) 20.09 5.66 25.75

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

TYPE SECTION OF THE

COMPANIES ACT

BRIEF DESCRIPTION

DETAILS OF PENALTIES/

PUNISHMENT/COMPOUNDING FEES IMPOSED

AUTHORITY(RD/NCLT/COURT)

APPEALS MADE, IF

ANY (GIVE DETAILS)

A. Company Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil NilB. Directors Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil�! ��;� �� _�"�� Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil


Sanjay Kothari Sohan Sarda "� �� #��'�"� �� #� DIN: 00258316 DIN: 00129782Place: MumbaiDate: 26th April, 2018

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


21

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

year 2017-18 are as under:

Sr. No.

Name of the Director Designation Ratio of the remuneration to the median remuneration �� ;� #�� ;� �� ;� ��year 2017-18

1. Mr. Sohan Sarda Executive Director & CEO 14.57�� ?* � � �� *� ]�� "� �*� �� Q�� "� �*� �� ^~ �� Z�

� �� Z��* ��Z ��#$>=|>`"�� !

Sr.No.

Name of Director/ KMP and Designation Designation % Increase in Remuneration in the Financial Year 2017-18

1. Mr. Sohan Sarda Executive Director & CEO 20.36%2. Mr. Ravindra Gajelli �*� ��Q�� 17.27%3. Ms. Karishma Patel (upto 3rd March, 2018) ��Z�� Z�� 18.00%

�� ?* �� * �� Z ��* ��Z ��!�8.88%(iv) There were 334 permanent employees on the rolls of Company as on 31st March, 2018;�� * �� Z ��* ��*��* �� * ��Z ��#$>=|

18 was 13.94%�\* � ��* �� * �� Z ��\��>$�`[%). This was based on the recommendation of the Nomination and Remuneration Committee to revise the remuneration as per the Remuneration Policy of the Company;

�� * � {Z�� *��* �� * �� Z��* ��Z��]�� "�; Z�%�� Personnel and other Employees.


Sanjay Kothari Sohan Sarda "� �� #��'�"� �� #� DIN: 00258316 DIN: 00129782

Place: MumbaiDate: 26th April, 2018

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


22

�� FORM AOC - 2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014Form for disclosure of particulars of contract/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.1. Details of contracts or arrangements or transactions not at arm’s length basis: The Company has not entered into any

�� \��*�� \*��*�� *��* ��Z ��#$>=|>`�2. Details of material contracts or arrangements or transactions at arm’s length basis:

(a) Name(s) of the related party and nature of relationship

Leaders Healthcare Limited, Group Company Rasoi Limited, Group Company

(b) Nature of contracts / arrangements / transactions

Purchase of goods Purchase of goods

(c) Duration of the contracts / arrangements / transactions

14th June, 2013 to 31st July, 2023 1st July, 2015 to 30th June, 2025

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

Purchase of goods on prevailing market rates, not exceeding Rs. 30 crores p.a.

Purchase of goods on prevailing market rates, not exceeding Rs. 25 crores p.a.

(e) Date(s) of approval of the Board 10th May, 2013 20th May, 2015(f) Amount paid in advance, if any NIL NIL






23

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

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

� ?* ��Z�� * �{ �� Z��*��*! � ��* �� \*��{ ��Z� ��Z�\ �' �� Z�* ��*�� *�{�� {Z�\ �' �� * �� *�� "� ��* ��* �� Z� � ?�'�� * �\ ��|{ �� Z"�� The CSR Policy of the Company can be viewed at: www.jlmorison.com/corporate

2. The Composition of the CSR Committee:

Sr. No. Name of the Members Status1. Mr. Sanjay Kothari Chairman2. Mr. Sohan Sarda Member3. Mrs. Sakshi Mody (upto 30.03.2018) Member4. Mr. Chakrapani Misra (w.e.f. 26.04.2018) Member

[�� * ��Z��*� ��Z ��<�Rs. 308.95 lacs4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) – Rs. 6.18 lacs�� ] �� * ��Z ��!

�� ?��{ �� * ��Z ��|��>`��(b) Amount unspent, if any – Nil�� %�� \*��*��* �� * ��Z �� { ��\!��

Sr. No

CSR Project or ��'��

Sector in which the project is covered

Projects or programmes(1)Local area or other(2) State and District where projects or programmes were undertaken

Amount Outlay (budget) project or program wise

Amount spent on the projects or programmesSub-heads1)Direct #�� on projects or programmes2) Overheads

Cumulative �� upon to the reporting period

Amount Spent:Direct or through implementing agency

1. For providing relief to the families of those killed under natural calamities

Socio Economic Development

�� %�� "�South Block, New Delhi

10.00 10.00 10.00 Through Prime Minister’s National Relief Fund (PMNRF)

Total 10.00 10.00 10.00�� * ��Z�*�� * ��\�� * �� * ��*� ��Z ��Z��

thereof, the reasons for not spending the amount: Not Applicable.=�� ?* �� * � {Z��*��* �� Z�� \��*��{+ ��

and Policy of the Company.For and on behalf of the Board of Directors

Sanjay Kothari Sohan Sarda �;�� #��'�"� �� #� DIN: 00258316 DIN: 00129782Place: MumbaiDate: 26th April, 2018



24

ANNEXURE EForm No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 andRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,J. L. Morison (India) LimitedI have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by J. L. Morison (India) Limited (hereinafter called ‘the Company’). The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluation of the corporate conducts/statutory compliances and expressing my opinion thereon.�� Z�� * ��Z�{��'"�� "�� {��'"�� * �� {Z��* ��Z��* �� {Z��* ��Z"�� "�� *�� * �� "��* � {Z�� *��Z��"��* ��Z�*�"��* �� * ��Z �� on 31st March, 2018 (‘Audit Period’ ) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.��*�� ~�� * �{��'"�� "�� {��'"�� * �� {Z��* ��Z��* ��Z �� [>st March, 2018 according to the provisions of:(i) The Companies Act, 2013 (the Act) and the rules made thereunder;(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):(i) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;(ii) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;(iii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not

applicable to the Company during the Audit Period);�� ?* �� ^~�*�� *�� ^��Z �� "�#$>}��{� ��* �

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

Company during the Audit Period);(vi) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding

the Companies Act and dealing with client;(vii) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company

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

during the Audit Period); and(ix) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

�� * ��\�� Z��{� ��* ��Z!a. The Drugs and Cosmetics Act, 1940; andb. The Infant Milk Substitutes, Feeding Bottles and Infant Foods (Regulation of Production, Supply and Distribution) Act, 1992.

I have also examined compliance with the applicable clauses of the following:(i) Secretarial Standards (SS – 1 and SS – 2) issued by The Institute of Company Secretaries of India; and(ii) The Listing Agreements entered into by the Company with BSE Limited, Mumbai and The Calcutta Stock Exchange Limited,

Kolkata.During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above �� .


25

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Director/CEO, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.Adequate notices are given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least � ��Z�� "��Z� �� ~�� '��{��* ��* �� before the meeting and for meaningful participation at the meeting.All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.I further report that during the audit period there was no major corporate event having a major bearing on the Company’s affairs.

Place : ThaneDate: 26th April, 2018

For M Baldeva AssociatesCompany Secretaries

CS Manish BaldevaProprietor

M. No. 6180 CP No. 11062This report is to be read with my letter of even date which is annexed as Annexure-I and forms an integral part of this report.

`�� _*To,The Members,J. L. Morison (India) LimitedMy report of even date is to read along with this letter.1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an

opinion on these secretarial records based on our audit.2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness

��* �� * � �� ?* �� \�� {�� *�� secretarial records. I believe that the processes and practices, I followed, provided a reasonable basis for my opinion.

[�� *�� * �� '��* ��Z�4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and

happening of events, etc.5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of

�� %Z� ~��\�� * �� * �� {�� ?* �� * �� * �� {��Z��* ��Z��* � �� Z��

with which the management has conducted the affairs of the Company.

Place: ThaneDate: 26th April, 2018

For M Baldeva AssociatesCompany Secretaries

CS Manish BaldevaProprietor

M. No. 6180 CP No. 11062


26

�� %"�� '�� x��;��z�� x�� ;�� .A Conservation of energy

(i) the steps taken or impact on conservation of energy Installation of CFL lights inside the factory, use of maximum daylight. Educating the staff on monitoring, electrical consumption and switching off appliances when they are not required.

(ii) the steps taken by the Company for utilising alternative sources of energy

N.A.

(iii) the capital investment on energy conservation equipments N.A.B Technology absorption

(i) the efforts made towards technology absorption N.A.(ii) �* �{ � �� ' �� "� �� "�

product development or import substitutionN.A.

(iii) in case of imported technology (imported during the last 3 years � �'�� * �{ ��* ��Z ��!(a) the details of technology imported;(b) the year of import;(c) whether the technology been fully absorbed;(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

N.A.

(iv) the expenditure incurred on Research and Development N.A.C %� ��;�� 2017-18

(Rs. in lacs)2016-17

(Rs. in lacs)(i) ?* �� ~�*�� \� 1,512.25 1,748.68(ii) ?* �� ~�*�� \� Nil Nil






27

REPORT ON CORPORATE GOVERNANCE[Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015]1. A BRIEF STATEMENT ON COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE: The Company is committed to benchmarking itself with the best in all areas including Corporate Governance. The Company’s

�*��*Z�� * ��* �� ' *�� "�� "� ��Z ��ensuring a long – term relationship of trust by maintaining transparency and disclosures. The Company believes in maintaining highest standards of quality and ethical conduct, in all the activities of the Company.

2. BOARD OF DIRECTORS:a) Composition: The Board of Directors provides strategic direction and thrust to the operations of the Company. As on 31st March, 2018, the

Board of Directors comprised of total Seven Directors, out of which four are Independent Directors, one is Executive Director and two are Non-Executive Non Independent Directors.

The Board has recommended the re-appointment of Mr. Sanjay Kothari as an Independent Director of the Company for a �� Z ��>st April, 2019 to 31st March, 2024, subject to approval of the members of the Company in the ensuing Annual General Meeting by passing a Special Resolution.

None of the Independent Directors have any material pecuniary relationship or transaction with the Company, its Promoters, its Directors, its Senior Management, which would affect their independence.

Further, none of the Directors on the Board is a member of more than 10 Committees and Chairperson in more than 5 Committees, across all companies in which they are Director.

b) Attendance at the Board Meetings and the last Annual General Meeting:� ?* �� Z��]�� "��* �� *�� * ��* ��Z ��

2017-18 and at the last Annual General Meeting, their directorships in other companies and membership/chairmanship in Committees are as follows:

Name of Director CategoryNo. of Board

Meetings held

Attendance at No. of other Directorships

Committee Positions (including Company)

Board Meetings

Last AGM

Member ships

Chairman

Mr. Raghu Nandan Mody Chairman & Promoter

5 5 Yes 3 3 -

Mrs. Sakshi Mody Non-Executive Director & Promoter

5 4 Yes 2 - -

Mr. Sohan Sarda Executive Director & CEO

5 5 Yes - 2 -

Mr. Sanjay Kothari Independent Director

5 5 Yes 1 - 2

Mr. Dinesh Sharma Independent Director

5 1 Yes - 1 -

Mr. Chakrapani Misra Independent Director

5 4 Yes 1 3 1

Mr. Lalit Bararia Independent Director

5 2 Yes - - -

1. The directorship held by Directors as mentioned above do not include Directorships in Foreign Companies, Section 8 Companies and Private Limited Companies.

2. Membership/Chairmanship of only Audit Committee and Stakeholders’ Relationship Committee of all Public Limited Companies/subsidiary of public companies has been considered.

c) Number and date of Board Meetings held: Five Board Meetings were held during the year 2017-2018. The dates on which the meetings were held are as follows:

Date of Board Meeting Strength of the Board No. of Directors present2nd May, 2017 7 621st August, 2017 7 514th September, 2017 7 616th November, 2017 7 513th February, 2018 7 4


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d) Disclosure of relationship between Directors inter se: None of the Directors of the Company are related inter se to any other Directors on the Board, within the meaning of Section

2(77) of the Companies Act, 2013.�{ ^��z� ��;� ��'� ��z�� ;��z�^��|#��'�"� �� Mr. Raghu Nandan Mody, Non-Executive Director holds 250 equity shares of Rs. 10/- each of the Company. None of the other Non-Executive Directors are holding any shares or convertible instruments in the Company.f) Weblink where details of familiarization programmes imparted to Independent Directors is disclosed: The details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities

in the Company, nature of the industry in which the Company operates, business model of the Company are disclosed on the Company’s website at www.jlmorison.com/corporate

3. AUDIT COMMITTEE:a) Brief description of terms of reference: The terms of reference of this Committee are wide. Besides having access to all the required information from within the

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

In addition, the powers and role of the Audit Committee as are laid down under Regulation 18 and Schedule II, part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

b) Composition: The Audit Committee comprised of Mr. Sanjay Kothari as Chairman of the Committee, Mr. Dinesh Sharma, Mr. Sohan Sarda

and Mr. Chakrapani Misra as its members. The Company Secretary of the Company acts as Secretary to the Committee.c) Meeting and attendance during the year:� ?* �� #nd May, 2017, 21st August, 2017, 14th September, 2017, 16th November, 2017 and

13th February, 2018 during the year under review. The number of meetings attended by each member during the year ended 31st March, 2018 is as follows:

Name of the Member Designation No. of MeetingsHeld Attended

Mr. Sanjay Kothari Chairman 5 5Mr. Dinesh Sharma Member 5 1Mr. Sohan Sarda Member 5 5Mr. Chakrapani Misra Member 5 4

4. NOMINATION AND REMUNERATION COMMITTEE:a) Brief description of terms of reference: ?* �� * �� \�� *�� * ��

for remuneration to the Directors under Regulation 19 and Schedule II part D of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) Composition: The Nomination and Remuneration Committee comprises of Mr. Sanjay Kothari as Chairman of the Committee, Mr. Raghu

Nandan Mody and Mr. Dinesh Sharma as its members.c) Meeting and attendance during the year: The Nomination and Remuneration Committee met twice during the year viz. 2nd May, 2017 and 13th February, 2018.

The composition of the Committee as on 31st March, 2018 and number of meetings attended by each member during the ��Z �� *�� \!


Mr. Sanjay Kothari Chairman 2 2Mr. Raghu Nandan Mody Member 2 2Mr. Dinesh Sharma Member 2 0

The Company Secretary of the Company acts as Secretary to the Committee.d) Performance evaluation criteria for Independent Directors. Pursuant to Regulations 17(10) and 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

the Board of Directors of the Company has evaluated the performance of each Independent Director. The questionnaires


29

are prepared considering the business of the Company. The Evaluation framework for assessing the performance of Independent Directors comprises of the following key areas:1. Attendance at Board and Committee Meetings;2. Quality of contribution to Board deliberations;3. Strategic perspectives or inputs regarding future growth of the Company and its performances;4. Providing perspectives and feedback going beyond information provided by the management.

5. REMUNERATION OF DIRECTORS:�� |^~ �� ]�� *��Z�� Z� � ��*�� \��*� �* ��Z�� * ��Z ��

2017-18.b) None of the Non-Executive Director is being paid any remuneration except sitting fees.c) Details of remuneration/sitting fees paid to Directors during the year ended 31st March, 2018 are as follows:

(Rs. in lacs)

Name of Director Salary Perquisites or Allowances

Contribution to PF & others

Sitting fees Total

Mr. Raghu Nandan Mody - - - 0.46 0.46Mr. Sanjay Kothari - - - 1.11 1.11Mr. Sohan Sarda 37.29 0.39 3.33 - 41.01Mr. Dinesh Sharma - - - 0.10 0.10Mrs. Sakshi Mody - - - 0.25 0.25Mr. Chakrapani Misra - - - 0.85 0.85Mr. Lalit Bararia - - - 0.10 0.10

i. Apart from the above mentioned remuneration or fees paid, there are no other performance linked incentives and there are no separate service contracts with any of the Director.

�� ?* �� * �^~ �� ]�� *� �Z ��* �� *�� "��{ �� by either party by giving 90 days notice in writing. There is no separate provision for payment of severance fees.

iii. No stock options are offered to the any Directors of the Company.6. STAKEHOLDERS’ RELATIONSHIP COMMITTEE: Composition: The Stakeholders’ Relationship Committee comprised of Mr. Sanjay Kothari as a Chairman of the Committee, Mr. Sohan Sarda

and Mr. Chakrapani Misra as its members. The Company Secretary of the Company acts as Secretary to the Committee. Ms. Karishma Patel, Company Secretary acted

�� * ��Z��[rd March, 2018. Status of investors’ complaints/services requests:

At the beginning of the year Received during the year Resolved during the year Pending at the end of year- 1 1 -

7. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE: Composition: The Corporate Social Responsibility Committee comprised of Mr. Sanjay Kothari as a Chairman of the Committee, Mrs. Sakshi

Mody (upto 30th March, 2018) and Mr. Sohan Sarda as its members. Upon resignation of Mrs. Sakshi Mody from the Corporate Social Responsibility Committee on 30th March, 2018, the Committee

was re-constituted w.e.f. 26th April, 2018 and the re-constituted Committee comprises of Mr. Sanjay Kothari as a Chairman of the Committee, Mr. Sohan Sarda and Mr. Chakrapani Misra as its members.

The Corporate Social Responsibility Committee met once during the year on 16th November, 2017. The composition of the Committee as on 31st March, 2018 and the attendance of each member in the meeting is as follows:


Mr. Sanjay Kothari Chairman 1 1Mrs. Sakshi Mody (upto 30th March, 2018) Member 1 1Mr. Sohan Sarda Member 1 1

The Company Secretary of the Company acts as Secretary to the Committee.


30

8. GENERAL BODY MEETINGS: �� Location and time, where last three Annual General Meetings (AGM) held:

Financial year Time Date Location2014-15 11.45 a.m. 11th September, 2015 Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 0172015-16 2.30 p.m. 27th September, 2016 RabindraTirtha, 33-1111, Major Arterial Road, 3rd Rotary, New

Town, Kolkata – 700 1562016-17 2.30 p.m. 25th September, 2017 RabindraTirtha, 33-1111, Major Arterial Road, 3rd Rotary, New

Town, Kolkata – 700 156 � Special resolutions at last three AGMs:

AGM Particulars of Special Resolutions11th September, 2015 1. Appointment of Mr. Sandip Das as an Executive Director & CEO of the Company for a period

of 3 (three) years w.e.f. 24th December, 2014.2. Revision in Remuneration of Mrs. Sakshi Mody, Executive Director–Strategy of the Company

w.e.f. 1st April, 2015 for the remaining period of her tenure.3. Approval for purchase of goods from M/s. Rasoi Limited, a related party for a period of 10

years w.e.f. 1st July, 2015 to 30th June, 2025, provided that the total amount of such purchase shall not exceed Rs. 25.00 Crores per annum.

27th September, 2016 1. Revision in remuneration of Mr. Sandip Das, Executive Director & CEO of the Company w.e.f. 1st April, 2016 for the remaining period of his tenure.

25th September, 2017 1. Revision in remuneration of Mr. Sohan Sarda, Executive Director & CEO of the Company w.e.f. 1st April, 2017 for the remaining period of his tenure.

~ �� During the year 2017-18, no special resolution was passed through Postal Ballot process. None of the business is proposed to be transacted through Postal Ballot.

9. MEANS OF COMMUNICATION: The Company has published quarterly/half yearly/Annual results as per details mentioned below:.

Name of the News Paper Date of Board meeting Date of PublishingAajkal (Bengali) and Financial Express (English) 2nd May, 2017 4th May, 2017

14th September, 2017 16th September, 2017 16th November,2017 18th November, 2017 13th February, 2018 15th February, 2018

Website: The Company’s website viz. www.jlmorison.com/corporate contains a separate dedicated section ‘Investor Relations’ where shareholders’ information is available. The Company’s Annual Report is also available in a user-friendly and downloadable format.

New releases, presentations, among others: All corporate announcements made to the Stock Exchanges during the year 2017-18 are available on the website of the Company.

During the year 2017-18, the Company has not made any presentations to institutional investors or analysts.10. GENERAL SHAREHOLDER INFORMATION:

a. Annual General Meeting: Friday, 3rd August, 2018, at 2.30 p.m., at Rabindra Tirtha, 33-1111, Major Arterial Road, 3rd Rotary, New Town, Kolkata – 700 156;

b. Financial Year: 1st April to 31st March;c. Dividend Payment Date: Credit/Dispatch between 9th August, 2018 to 21st August, 2018;�! ��#��;��:

a) BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 b) The Calcutta Stock Exchange Limited 7 Lyons Range, Kolkata - 700 001

e. Listing Fees:� ?* ��Z�*��* �� ^�� ?* ��'�̂ ~�*�� ^��* ��Z ��

2018-19.


31

f. Stock Code: BSE: 506522 CSE:020005 ISIN:INE430D01015g. Stock Market Price Data:� ?* ��*�Z�*��*��\�_��*�� ^�� *��*��* ��Z ��#$>=|>`��

follows:

Month Share price of the Company on BSE (Rs.)* �#��+��{�High Low Close High Low Close

April, 2017 1,594.95 1,450.00 1,465.00 30,184.22 29,241.48 29,918.40May, 2017 1,497.00 1,301.00 1,378.65 31,255.28 29,804.12 31,145.80June, 2017 1,399.90 1,254.00 1,297.25 31,522.87 30,680.66 30,921.61July, 2017 1,470.00 1,275.00 1,340.00 32,672.66 31,017.11 32,514.94August, 2017 1,300.05 980.00 1,214.20 32,686.48 31,128.02 31,730.49September, 2017 1,475.75 1,170.00 1,275.00 32,524.11 31,081.83 31,283.72October, 2017 1,275.00 1,122.20 1,212.75 33,340.17 31,440.48 33,213.13November, 2017 1,557.80 1,080.00 1,398.00 33,865.95 32,683.59 33,149.35December, 2017 1,503.95 1,204.10 1,276.70 34,137.97 32,565.16 34,056.83January, 2018 1,708.80 1,290.00 1,452.05 36,443.98 33,703.37 35,965.02February, 2018 1,558.50 1,221.00 1,415.05 36,256.83 33,482.81 34,184.04March, 2018 1,495.35 1,310.00 1,325.00 34,278.63 32,483.84 32,968.68

*Source: www.bseindia.comh. �� !�!�� +_��{��;� �� #��+�� {

�� ;�� <=st March, 2018.

Performance of J.L. Morison (india) Limited (JLM) Share Price in Comparison

to BSE Sensex

38,000.00

36,000.00

34,000.00

32,000.00

30,000.00

28,000.00

26,000.00

24,000.00

1500

1400

1300

1200

1100

1000

900

800

SE

NS

EX

J.L

. M

ori

so

n

(In

dia

)

Lim

ite

d

Sensex JLM

i. Trading of Securities: The securities of the Company were not suspended from trading during the year 2017-18.


32

j. Registrar and Share Transfer Agents: CB Management Services (P) Ltd. P-22, Bondel Road, Kolkata – 700 019, Phone: (033) 4116700, Fax: (033) 40116739 e-mail: [email protected]. Share Transfer System: All shares sent or transferred in physical form are registered by the Registrar and Share Transfer Agent (RTA) within 15 days

of the lodgment, if documents, are found in order. Shares under objection are returned within two weeks. All requests for � �� *�� * �� * �� Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within 21 days.

l. Distribution of Shareholding as on 31st March, 2018

Shares having nominal value of Rs.From To

No. of holders % No. of shares %

1 – 5,000 2,850 99.30 1,62,727 11.925,001 – 10,000 3 0.11 21,514 1.5810,001 – 20,000 5 0.17 75,021 5.5020,001 – 30,000 4 0.14 1,02,256 7.4930,001 – 40,000 1 0.03 35,652 2.6140,001 – 50,000 0 0.00 0 0.0050,001 – 100,000 4 0.15 3,08,945 22.631,00,001 AND ABOVE 3 0.10 6,58,919 48.27

TOTAL 2,870 100.00 13,65,034 100.00m. Dematerialization of Shares and Liquidity: As on 31st March, 2018, 97.519% of the total shares of the Company were in dematerialized form.n. Convertible Instrument: The Company has not issued any American Depository Receipts (ADRs)/Global Depository Receipts (GDRs), warrants or

��Z�� {� �� * ��Z �� [>st March, 2018.�! �� %� ��#��;��'�� ?* ��Z�� * �{�� Z��?* �� ~�*�� '�\��*��

imports made by the Company is mitigated by currency hedging.p. Plant Location: E-95/1, MIDC, Waluj, near Siemens factory, Waluj, Aurangabad – 431 136, Maharashtra.�! �� _�'�� *��

�� J. L. Morison (India) Limited,Rasoi Court,20, Sir R. N. Mukherjee Road,Kolkata – 700 001Phone : (033) 22480114/22480115Fax : (033) 22481200e-mail : [email protected]: www.jlmorison.com/corporate

�� Peninsula Business Park, Tower “A”,8th Floor, Senapati Bapat Marg,Lower Parel, Mumbai – 400 013Phone: (022) 61410300Fax : (022) 24950317

�� ;� �� CB Management Services (P) Ltd.P-22, Bondel Road, Kolkata – 700 019Phone: (033) 40116700, Fax: (033) 40116739e-mail: [email protected]

11. OTHER DISCLOSURES:a. Related party transactions: During the year, the Company had transactions with its Promoters, Directors or with their relatives, etc. and none of the

��\��*��Z�� * � � �� \ � � ��\��*� �* � �� * ��Z��?* � ��\��*� �* �related parties, as per the requirements of the Indian Accounting Standard (Ind AS) 24, are disclosed in Notes on Accounts, forming part of the Annual Report. The policy on dealing with Related Party Transaction is available on Company’s website at www.jlmorison.com/corporate under Investor Relation Section.


33

b. Compliance by the Company: The Company has complied with all the requirements of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015. There were no penalties or strictures imposed either by the SEBI or Stock Exchanges or any other Statutory Authorities for non-compliance of any matter relating to capital market during the last three years.

�! �;��|�� ;�� ;�� ;�'�z��;��Committee:

The Company has established a mechanism for employees to report concerns about unethical behavior, actual or suspected fraud or violation of code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit �� * � ~� �� *��* ��Z ��#$>=|>`"�� Z �\�� the Audit Committee.

d. Details of Compliance with mandatory requirements and adoption of non-mandatory requirements: The Company has complied with all mandatory requirements of Regulation 27 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. The details of these compliances along with the non-mandatory requirements adopted by the Company have been given in the relevant section of this report.

e. Policy for determining “material” subsidiaries: As the Company does not have any subsidiary, the policy for determining the “material” subsidiary has not been made.f. Commodity price risks and commodity hedging activities: The Company does not deal in commodity price risks and commodity hedging activities.g. Code of Conduct for Prevention of Insider Trading: The Company has adopted a Code of Conduct for prevention of Insider Trading for its Management, Directors, Employees,

and other connected persons. The code lays down guidelines and procedure to be followed and disclosures to be made by Directors, top level Executives and Employees whilst dealing in shares. The Company Secretary has been appointed as the �� {� ��* � �� * ��

h. SHE (Safety, Health & Environment) System: The Company has adopted Safety, Health and Environment (SHE) system with a commitment to provide a safe and healthy

working environment.12. Compliance of the requirement of Corporate Governance Report: During the year 2017-18, the Company has complied with the requirements of Corporate Governance Report of sub paras (2) to

(10) of the Point C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.=<! "�� #��;��__� The Company has adopted following non-mandatory requirements of Regulation 27 and Part E of Schedule II of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015:�� |�?* ��Z��* �� _�� (b) Separate posts of Chairman and CEO – The Company has separate Chairman and Managing Director or Chief Executive

�� (c) Reporting of Internal Auditor – The Internal Auditor directly reports to the Audit Committee.

14. Disclosure of the compliance with Corporate Governance: The Company has complied with the Regulations 17 to 20, 22, 23, 25 to 27 and Clauses (b) and (i) sub-regulations 46 of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the year 2017-18, whenever applicable. Regulations 21 and 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

15. Disclosure of accounting treatment: ��* �� "��* ��Z�*��\ ��* �� {Z��* �� *��

of India (ICAI) to the extent applicable.16. Disclosure with respect to demat suspense account/unclaimed suspense account: The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/bonus/

right issues as at 31st March, 2018. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

=�! �� ?* �� {Z��* �^~ �� ]�� ^�� %�� * ��

is also annexed herewith and forming part of Annual Report.=�! �� z�� ?* ��Z�*��{�� * ��

stipulated in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is annexed herewith and forming part of Annual Report.


34

"�� $��As per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board % �{ ��* �� %�� *�� \��*��* �� * �Z �� [>st March, 2018.

For J. L. Morison (India) Limited

Place: Mumbai Sohan SardaDate: 26th April, 2018 #��'�"� �� #�

AUDITOR’S CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCE

To the Members ofJ. L. Morison (India) Limited>�� ?*�� \��*�� { ��#�"�#$>=#�� ?*�� {Z� �� %�� ]�� %�?^]�

(‘the Company’) for the year ended 31st March, 2018 as stipulated in Regulations 17-27 clause (b) to (i) of Regulation 46(2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) and pursuant to the Listing Agreement of the Company with Stock exchanges to the extent applicable.

Management’s Responsibility for compliance with the conditions of Listing Regulations3. The compliance with the terms and conditions contained in the corporate governance is the responsibility of the Management of

the Company including the preparation and maintenance of all relevant supporting records and documents.Auditor’s Responsibility4. Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance

��* �� * �� ~�� * �� * �Company.

5. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable assurance whether the Company has complied with the conditions of Corporate Governance as stipulated in Listing Regulations for the year ended 31st March, 2018.

�� ~��* �� \��*��* �� Purposes issued by the Institute of Chartered Accountants of India (“ICAI’’). The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC), Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion8. In our opinion, and to the best of our information and according to explanations given to us, we certify that the Company has

complied in all material respects with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations.

�� *��*�� * �� * �� {��Z��* ��Z��* � �� Z�� with which the management has conducted the affairs of the Company.

Restriction on Use>$��?* �� * �% �{ ��* ��Z�� Z��* �� {� ��* ��Z�

to comply with requirement of aforesaid Regulations, and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom �*�� *�\��\*� �*��Z�� \��*�� \��

For Lodha & Co., Chartered Accountants ICAI Firm Registration No.: 301051E

R.P.BaradiyaPlace: Mumbai PartnerDate: 26th April, 2018 Member No: 44101


35

REMUNERATION POLICY1. PREFACE: This Remuneration Policy of the J. L. Morison (India) Limited is formulated to determine the appointment of and remuneration

payable to Directors, Key Managerial Personnel (‘KMPs’) and the Senior Management Personnel (‘SMPs’) of the Company. The Board of Directors of the Company has adopted this Remuneration Policy, on the recommendation of the Remuneration

Committee, in its meeting held on 29th May, 2014.2. COMMENCEMENT: This remuneration policy governs Policy relating to Directors’ appointment and remuneration including criteria for determining

_��"�� {�� "�� ]�� * �� {| ��[�� >=`��the Companies Act, 2013.

3. DEFINATIONS:� Q��* �� *��Z�� *��*�� * �� "�#$>[�4. PURPOSE: This policy is framed to attain following objectives:

�� Q��* �� _��"�� {�� to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other Employees;

b. Formulation of criteria for evaluation of Independent Directors and the Board;c. Devising a policy on Board diversity;�� Z�� \*�� _�� { �� ]�� \*��Z�{ ��

with the criteria laid down and recommend to the Board their appointment and removal. The Company shall disclose the Remuneration Policy and the evaluation criteria in its Annual Report.

5. PRINCIPLES OF REMUNERATION:� ?* ��{+ �� * �� Z�� {� ��* ��Z��"�� _�� Z��

for the Board of Management and other Executive level in order to achieve the Company strategic goals. The Remuneration Policy acknowledges the internal and external context as well as the business needs and long term strategy. The Policy is designed to encourage behavior that is focused on long-term value creation, while adopting the highest standards of good Corporate Governance. The Policy is built on the following principles:i. Vision And Strategy- Remuneration and reward frameworks and decisions shall be developed in a manner that is consistent

with, supports and reinforces the achievement of the Company’s vision and strategy.ii. Transparent -The policy and its execution are clear and practical.iii. Aligned within the Company’s Objectives - The Remuneration Policy is aligned with the Company’s short term and long

term objectives, compatible with those of management and other employees.iv. Long-term orientated - The incentives focus on long-term value creation.v. Compliant - Company adopts the highest standards of good Corporate Governance.vi. Simple - The Policy and its execution are as simple as possible and easily understandable to all the stakeholders.vii. Internal equity- The Company shall remunerate the Board members, KMP and Senior Management in terms of their roles

within the organization. Positions shall be formally evaluated to determine their relative weight in relation to other positions within the Company.

viii. #�� - The Company strives to pay an equitable remuneration, capable of attracting and retaining high quality personnel. Therefore, the Company will remain logically mindful of the ongoing need to attract and retain high quality people ��* �� ~� �� ~� ��' ��\��{ �� market sources, including relevant and comparative survey data, as determined to have meaning to the Company’s remuneration practices at that time.

ix. %��z��|�� \�� *��{ �� Z�� ~�{� �� {��*��* �� *� �of the Company whilst complying with relevant tax and other legislation.

x. Performance-Driven Remuneration- The Company shall entrench a culture of performance driven remuneration through the implementation of the Performance Incentive System.

xi. Affordability and sustainability- The Company shall ensure that remuneration is affordable on a sustainable basis.


36

6. NOMINATION AND REMUNERATION COMMITTEE:a. Composition - The Remuneration Committee of the Board of Directors is re-named as Nomination and Remuneration

Committee. Members of the Committee shall be appointed by the Board and shall comprise of three or more Non-Executive Directors out of which not less than one-half shall be Independent Directors.

b. Responsibility & Duties - The responsibility and duties of Nomination and Remuneration Committee are as follows:�� Z�� \*�� _�� { �� ]�� \*�� Z� { � �� %��

accordance with the criteria laid down in this policy, recommend to the Board their appointment and removal and carry out evaluation of every Director’s performance;

�� Q�� * �� _��"�� {�� ]�� to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other Employees;

iii. Formulating framework and/or policy for remuneration, terms of employment and any changes, including service contracts, remuneration, policy for and scope of pension arrangements, etc. for Executives and reviewing it on a periodic basis;

iv. Formulating terms for cessation of employment and ensure that any payments made are fair to the individual and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognized;

v. Formulating the policy to ensure that:>�� * �� {� �� "�� ]��

the quality required to run the Company successfully;2. relationship of remuneration to performance is clear and meets appropriate performance benchmark; and[�� ]�� "�; Z�%�� %�� {�� { �\ ��~ ��

�� Z�� *�� {+ �� * �\��'��* ��Z�and its goals.

7. SELECTION AND APPOINTMENT OF THE BOARD MEMBERS: Nomination & Remuneration Committee shall evaluate the Board’s Performance, ascertain their availability and make suitable

recommendations to the Board. The Committee shall identify suitable candidates in the event of any vacancy being created on the Board on account of retirement, resignation or demise of any existing Board member. Based on the recommendations of the Committee, the Board will evaluate the candidate(s) and decide on the selection of the appropriate member.

The Board then makes an invitation (verbal/written) to the new member to join the Board as a Director. On acceptance of the same, the new Director will be appointed by the Board.

In the evaluation of Board Members, the Nomination and Remuneration Committee will have regard to normally accepted nomination criteria, including:(a) honesty and integrity;(b) the ability to exercise sound business judgment;�� ~� �� _�� { �� * �� * ��(e) willingness to devote the required time; and(f) availability to attend Board and Committee meetings.

8. PROCESS OF EVALUATION: The Nomination & Remuneration Committee of the Board will be responsible for the evaluation of Board’s and individual

Director’s performance.9. PUBLICATION: The policy shall form part of Directors’ Report to be issued by the Board of Directors in terms of the Companies Act, 2013.


37

MANAGEMENT DISCUSSION AND ANALYSIS REPORTINDUSTRY STRUCTURE AND DEVELOPMENT:

Indian Economy

The Indian Economy continues to grow at healthy rate with the hope that this growth rate will increase further in the future.

The crude price continues to rise and the Rupee is also weakening against the USD. The Government of India with its reforms and infrastructure spending expected to drive employment and consumption in the long term.

It is expected that the Rupee will continue to depreciate in the coming year while the monsoon was good in the year under review.

FMCG (Fast Moving Consumer Goods) Sector

FMCGs are all consumable items (other than groceries/pulses) mostly in packaged form that one needs to buy at regular intervals. These are items which are used daily, and so have a quick rate of consumption, and a high return. FMCG can broadly be categorized into three segments: Personal Care, Home care, Food & Beverages.

The FMCG sector eyes a huge potential looking at middle class and rural Indian population. However, due to GST implementation during this year, this sector has faced some headwinds, but long term impact of the decisions of the Government are expected to be positive.

Our Company is engaged in the marketing of personal healthcare and grooming products, medicated toothpaste and baby care products. It has consciously stressed on growing its own branded products led by the baby care feeding bottles and accessories range of products. We continue to launch new products from time to time.

OPPORTUNITIES AND THREATS:

The growing middle class Indian population, as well as the Rural sector, present a huge potential for this sector. This sector has faced �� * ��\�� ?��* �� Z ��"�{�� * �� * �� ~� �� be positive.

The Foreign Collaborator/Licensor companies, with whom J. L. Morison (India) Ltd. is associated, could always be vulnerable to Mergers and Acquisitions by other larger companies as has been the trend in our industry internationally for the last few years.

The various agreements with our Foreign Collaborators keep coming up for review and renewals.

However, it is pertinent to note that your management has been able to satisfy the expectations of our foreign partners and in fact as expressed in this report enhance its level of relations with our foreign partners.

Cheaper imports from China and aggressive competition from MNCs continues to be a risk.

The coming election year, global political issues and the rising interest rates seems to continue to remain a challenging in the short and medium term.

#��#^�$�_#��"��$�_#�#�%��^�#�

��Z ��* �[��\ � �� Z� �� * �� ?* �performance of the Company was good considering the competition and GST implementation which is clearly evident from the above results.

The Company continues to explore newer opportunities including launch of new products in the own brands.

?* � �\ � �� *�� * ��* ��Z�\*��*�*�� { �\ ��* � ��* ��Z ��* ��Z��\*��*��* �� * �� * ��

OUTLOOK:

While the Company continues to invest and build the business, the implementation of GST may cause disruptions in the business in the short and medium term.

RISKS AND CONCERNS:

The various agreements entered into with our Foreign Collaborators are subject to periodic renewals.

Further, the Foreign Collaborator/Licensor companies, with whom J. L. Morison (India) Ltd. is associated, are also vulnerable to Mergers and Acquisitions by other larger companies, which has been a trend in our industry internationally for the last few years.


38

However, the Company has been able to satisfy the expectations of our foreign partners and in fact as expressed in this report enhance its level of relations with our foreign partners.

Cheaper imports from China and aggressive competition from MNCs continues to be a risk.

The coming election year, global political issues and the rising interest rates seems to continue to remain a challenging in the short and medium term.

INTERNAL CONTROL SYSTEMS AND ADEQUACY:

The Company believes that Internal Control is necessary for good corporate governance. The Company has effective internal control systems under which Management Reports on key performance indicators and variance analysis are made. Management Committee Meetings are regularly held where these reports and variance analysis are discussed and action plan initiated with proper follow up. The Internal Audit function also reviews the execution of all operational units to ensure controls are adequately exercised. Operational Reports are tabled at Board Meetings after being discussed in Audit Committee/Executive Meetings.

COMPANY’S FINANCIAL PERFORMANCE AND ANALYSIS:

?* ��Z�� Z�� Z�� * �]�� "�\*��*��*��Annual Report.

HRD/INDUSTRIAL RELATIONS:

The Company strives to remain as a responsive and market-driven organization, which requires a very good quality of manpower resources. It lays great emphasis on evaluating the human resources in a fair manner and rewarding timely for any exceptional performance. Retaining young and talented human resources continues to be a challenge in the present business environment. We try and meet these challenges by better mentoring, keeping a personalized organization culture, rewarding unique initiatives. As at 31st March, 2018 the Company had strength of 334 employees.

CAUTIONARY STATEMENT:

The statement in the Management Discussion And Analysis Report cannot be construed as holding out any forecasts, projections, expectations, invitations, offers, etc. within the meaning of applicable securities, laws and regulations. This Report basically seeks to furnish information, as laid down within the different headings to meet the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015.


39

INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF J. L. MORISON (INDIA) LIMITEDReport on the Ind AS Financial Statements� �*�� * ��Z�� %�� * ��Z��"�\*��*�� * �Balance Sheet as at 31st�%��*"�#$>`"��* �� * �� * �� "��* �� *�Q��\"��* �� *�� ^_��Z��* �Z ��* �� Z��* �� other explanatory information.Management’s Responsibility for the Ind AS Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) \��*�� * �� * �� *�� \��* ��"�� * �� * �� "��*��\��*�� _��Z�� * ��Z�� \��*��* �accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act and relevant rules thereunder.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation �� _�� "��*��\ � �� Z�� * ��Z�� * �� "�� * �� * �� *�� \�and are free from material misstatement, whether due to fraud or error.Auditor’s Responsibility�� {��Z�� ~�� * �� {� ��We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.� �� \��*��* �� >}[�>$��* ��?*� ��require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the �� {�� {�� * ��* �� * � ��statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement ��* �� "�\* �* �� '��*� ��'�� "��* �� * ��Z�� * � �� *�� \� �� to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as ��* �� * �� { �� *��* �� \ �*�� {�� {��* �� Opinion�� * � { �� * � ~�� "� �* � �� statements give the information required by the Act, in the manner so required and give a true and fair view in conformity with the �� Z�� * ��"��* �� * ��Z��at 31st�%��*"�#$>`�� * �� * �� "��*��\��*�� _��Z�for the year ended on that date.Other Matters�� {�� *�� { �� {� ��* �� Z�� {Z��* �� \*� ��|_�� #nd May, 2017 have been furnished to us. The differences arising from transition from previous GAAP to Ind AS have been derived from such audited �� Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of �{| ��>>�� >}[��* ��"�\ �� * �� ~�� * �� *�[��}��the Order.As required by Section 143s(3) of the Act, we report that:(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary

for the purposes of our audit.(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our

examination of those books.�� ?* �� * �"��* �� * �� * �� "�� *�� ^_��Z�

and Statement of Cash Flows dealt with by this Report are in agreement with the books of account.


40

�� "��* �� Z�\��*��* �� >[[��the Act.

(e) On the basis of the written representations received from the Directors as on 31st March, 2018 taken on record by the Board ��]�� "�� * �]�� _�� [>st March, 2018 from being appointed as a Director in terms of Section 164(2) of the Act.

�� *� � � �� * � �� _��Z� �� * � �� * � ��Z� �� * � �� *��"�� ~�� ~�� * �� _��Z�� * ��Z��

(g) With respect to other matter to be included in the Auditor’s Report in accordance with the Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014 , in our opinion and to the best of our information and according to the explanations given to us:�� ?* ��Z�*�� * �� |��

note no.34;ii. The Company did not have material foreseeable losses on long term contracts including derivative contracts;iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund

by the Company.

For LODHA & CO.Chartered Accountants

Firm Registration No: 301051E

R. P. BaradiyaPlace: Mumbai PartnerDate: 26th April, 2018 Membership No.: 44101

“ANNEXURE A”ANNEXURE REFERRED TO IN PARAGRAPH “REPORT ON OTHER LEGAL AND REGUALTORY REQUIREMENTS” OF OUR REPORT TO THE MEMBERS OF “THE COMPANY” FOR THE YEAR ENDED 31ST MARCH, 2018On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we state that:1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property,

�� _�� ~ �� {�� * �� Z"�� _�� ~ �� *��{ ��*Z��Z�� {Z��* �� * �Z �� \*��*�

is considered reasonable having regard to the size of the Company and nature of its business. As per the information and ~�� "�� *Z�� \ � ��

c) Based on the information and explanations given to us, the title deeds of immovable properties are held in the name of the Company.

#�� ?* �� Z�*��{ ��*Z��Z�� {Z��* �� {� �� * �Z �� * �� ~�� "�� *Z�� { �\ ��* ��*Z��'��{��'�� \ � �not material.

[�� ?* ��Z�*�� Z��"� �� "��"�� {��Z�� *��* �� covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clause 3(iii) of the Order are not applicable to the Company.

4. The Company has not granted any loans or provided guarantees or security to the parties covered under Section 185 of the Act. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section186 of the Act with respect to the loans given and investments made.

5. No deposits have been accepted by the Company within the meaning of directives issued by RBI (Reserve Bank of India) and Sections 73 to 76 or any other relevant provisions of the Act and Rules framed there under.

6. The Central Government has not prescribed the maintenance of cost records for any of the products of the Company under sub-section (1) of Section 148 of the Act and rules framed there under.

7. a) According to the information and explanations given to us and on the basis of our examination of the records, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, goods and service tax, service tax, duty of customs, duty of excise, value added tax and other statutory dues applicable to the Company with appropriate authorities. No undisputed amounts payable in respect of the aforesaid ��Z�� \ � ��* ��Z��* ��Z �� *��~��*��* �� they became payable.


41

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no dues of income tax, sales tax, goods and service tax, service tax, duty of customs, duty of excise, value added tax which have not been deposited on account of any dispute except those mentioned in the table below:

Name of the statute Nature of dues

Rs. in lacs Period to which the amount relates

Forum where dispute is pending

The Sales Tax Act Sales Tax 3.29 1995-96, 1998-1999, 2004-05 to 2006-07

Assistant Commissioner/Deputy Commissioner of Commercial Taxes

The Income Tax Act, 1961 Income Tax 175.38 AY 2003-04, 2005-06, 2009-10 & 2011-12

High Court of Kolkata/Commissioner of Income Tax

8. The Company has not defaulted in repayment of borrowings from a bank during the year. The Company has not taken any loans ��{��\��Z�� *�� Z�� { �� * �Z ��

9. The Company has not raised any money by way of initial public offer, further public offer (including debt instruments) or term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable to the Company.

10. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across ��Z�� {Z��* ��Z�{Z�� Z "�� * �Z ��"��*�� \ �{ ��informed of such case by the management.

11. According to the information and explanations given to us and based on our examination of the records, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.

12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.

13. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, all transactions with the related party are in compliance with Section 177 and 188 of the Act and the details have been disclosed as required by the applicable Ind AS (Refer note no. 35 to the Ind AS Financial Statements).

14. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Therefore, the provisions of clause 3(xiv) of the Order are not applicable to the Company.

15. Based on the information and explanations given to us, the Company has not entered into any non-cash transactions prescribed under Section 192 of the Act with directors or persons connected with them during the year.

16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.


Firm Registration No.: 301051E



42

“ANNEXURE B”Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)� � *�� * � �� %�� * � ��Z�� 31st March, 2018 in conjunction with our audit of the Ind AS Financial Statements of the Company for the year ended on that date.Management’s Responsibility for Internal Financial Controls?* ��Z�� {� �� {��*�� {� ��* �� {��* ��{Z��* ��Z�� * � �� * �Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of ��?* �� {�� * �� "�� _�� *��\ � �� Z�� * �� Z�� {�� "��* � �� Z�� "�the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting � ��* �� Z�� {� ��"�� _�� * ��Auditors’ Responsibility�� {��Z�� ~�� * ��Z�� {� ��We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to �* � ~� ��{� �� "�{��*��{� �� Q��{��*�� by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the ��{�� {� �� {��\* �* �� _�� \�� {��* ��maintained and if such controls operated effectively in all material respects.�� {�� {��* �� _��Z��* �� Z� �� * �� {�� "�� * ��'��*�� \ �'� � ~�� and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected � � ��* ��+�� "��* �� * ��'�� * �� "�whether due to fraud or error.� �{ �� *��* �� \ �*�� {�� {��* ��Z�� Z� �� Meaning of Internal Financial Controls Over Financial Reporting��Z� �� {� �� * �� {��Z�� * �� ~� �� \��*�� Z�� Z�� *� �� that: �>�� * �� *��"�� {� �� "�� Z��Z�� * ��

the assets of the company; �#�� {� � �� *�� Z� ��

accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and Directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the ��Z�� *��*�� * ��

Inherent Limitations of Internal Financial Controls Over Financial Reporting� �� * � ��* � �� "� �� * � ��{��Z� �� improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, ��+ ��Z� ��* �� {+ ��* ��'��*��* �� Z�{ �� _�� { �� *�� "��*��* �� compliance with the policies or procedures may deteriorate.Opinion�� "� �* � ��Z� *�� {��Z� �� "� �� _�� Z� �� *�� \ � �� Z��[>st March, 2018, based on the �� {��* ��{Z��* ��Z�� * � �� stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


Firm Registration No.: 301051E



43

BALANCE SHEET AS AT 31ST MARCH, 2018(Rs. in lacs)

Particulars NoteNo.

As at31st March, 2018


As at1st April, 2016

A) ASSETSNon-current assetsProperty, plant and equipment 1 1,772.00 1,738.28 1,818.89Investment property 2 884.97 901.83 918.69Other intangible assets 3 56.83 83.58 110.32Financial assets

- Investments 4 13,485.75 12,563.28 6,697.04- Loans 5 11.23 11.80 10.85�� 6 11.65 31.47 34.34

Other non-current assets 7 20.84 98.21 24.39Total non-current assets 16,243.27 15,428.45 9,614.52

Current assetsInventories 8 868.03 1,887.52 1,672.71Financial assets

- Investments 9 974.03 171.50 1.82- Trade receivables 10 157.97 228.96 812.69- Cash and cash equivalents 11 259.01 78.54 148.38- Bank balances other than above 12 3.67 3.62 11.88- Loans 13 867.50 1,355.89 1,311.00�� 14 27.45 21.01 30.58

Other current assets 15 250.12 275.18 347.47Total current assets 3,407.78 4,022.22 4,336.53

TOTAL ASSETS 19,651.05 19,450.67 13,951.05

B) EQUITY AND LIABILITIES

Equity- Equity share capital 16 136.50 136.50 136.50- Other equity 17,726.64 18,060.71 12,296.66

Total equity 17,863.14 18,197.21 12,433.16LiabilitiesNon-current liabilitiesFinancial liabilities

�� 17 36.25 49.25 44.00Provisions 18 321.58 75.84 35.41Deferred tax liabilities (net) 167.30 232.77 287.20

Total non-current liabilities 525.13 357.86 366.61Current liabilitiesFinancial liabilities

- Borrowings 19 212.64 134.29 191.38- Trade payables 20 827.64 475.47 778.91�� 21 2.22 7.66 21.39

Other current liabilities 22 144.89 232.36 104.15Provisions 23 75.39 45.82 55.45

Total current liabilities 1,262.78 895.60 1,151.28

TOTAL EQUITY AND LIABILITIES 19,651.05 19,450.67 13,951.05

As per our attached report of even date For and on behalf of the Board of DirectorsFor Lodha & Co. Chartered Accountants Firm Registration No.: 301051E Sanjay Kothari

Director DIN: 00258316

Sonal Naik ��

Sohan SardaExecutive Director & CEO

DIN :00129782

Ravindra Gajelli��

R. P. Baradiya Partner Membership No.: 44101

Place: Mumbai Date: 26th April, 2018



44

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2018(Rs. in lacs)

Particulars NoteNo.

For the year ended31st March, 2018


Revenue from operations 24 8,608.65 7,695.78Other income 25 744.50 302.64

Total Income 9,353.15 7,998.42

ExpensesCost of materials consumed 26 1,559.81 777.45Purchase of traded goods 1,961.27 3,564.85�� 27 762.70 (179.84)Excise duty 40.97 218.49��!�� 28 1,545.38 1,410.83Finance costs 29 5.46 5.80Depreciation and amortisation expense 30 135.51 146.74Advertising and sales promotion expense 31 809.43 565.57Other expenses 32 1,459.77 1,422.37

Total expenses 8,280.30 7,932.26� ��z�� 1,072.85 66.16

Income tax expenseCurrent tax 238.47 45.60Mat credit entitlement (44.48) (35.96)Deferred tax charge/(credit) (93.55) (54.72)Taxation relating to earlier years 8.15 (77.27)� �� ;�� 964.26 188.51

Other comprehensive income�� "��#�� (135.50) (13.39)Changes in fair value of FVOCI equity instruments (1,135.30) 5,591.32Tax relating to these items 37.70 4.14��Changes in fair value of FVOCI debt instruments 22.15 14.33Tax relating to these items (6.16) (4.43)Other comprehensive income for the year, net of tax (1,217.11) 5,591.97

Total comprehensive income for the year (252.85) 5,780.48Basic and diluted earnings per share (Face value of Rs. 10 each) 33 70.64 13.81



Sonal Naik ��


DIN :00129782






45

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018(Rs. in lacs)

Particulars For the year ended31st March, 2018


�! ��;�� '��^�� z�� 1,072.84 66.16Depreciation & Amortisation 135.51 146.74Finance costs 5.46 5.80Rent Received (49.70) (48.95)$��$��%�$��'# ��*��+ (376.12) 10.65;�� <�� #�� #�� (204.71) (47.14)Interest Income (113.83) (199.48)

(603.39) (132.38)�� ;�� 469.46 (66.22)Movement in working capital:Increase / (Decrease) in trade payables 352.17 (228.26)Increase in long term provisions 245.74 26.82Increase / (Decrease) in short term provisions (38.01) 23.47Increase / (Decrease) in Other current liabilities (92.89) 44.33Decrease in Other long term liabilities (13.00) (9.50)Decrease in trade receivables 70.99 583.73Decrease / (Increase) in inventories 1,019.49 (214.81)Decrease in long term loans and advances 30.21 6.34Decrease in short term loans and advances 1.21 367.29Decrease in other current assets 25.06 25.99

1,600.97 625.40Cash generated from the operations 2,070.43 559.18Direct tax paid (net) (87.62) (25.18)^��;�� '�� 1,982.81 534.00

�! ��;%�� _�'��'��Purchase of Property, Plant and Equipment (163.53) (37.23)Proceeds from Property, Plant and Equipment 414.02 4.07Purchase of investments (net) (2,035.61) (242.84)Investments in bank deposits - (0.76)Intercorporate deposits(net) 480.74 (339.99)Interest Received 113.83 205.35Rent Received 49.70 48.95Dividend Income 84.57 7.62 ^��;��_�'��'�� (1,056.28) (354.83)

�! ��;%�� %��'��Proceeds /(repayment) of short term borrowings 78.36 (57.09)Dividend & Dividend Tax (16.43) (16.69)Finance costs (5.46) (5.80) ^��;�� +��{%��'�� 56.47 (79.58)Net Increase/(Decrease) in Cash & Cash Equivalent (A+B+C) 983.00 99.59Cash & Cash equivalent at the beginning of the year 250.04 150.45Cash & Cash equivalent as at end of the year 1,233.04 250.04Cash and Cash Equivalents include:Cash on hand 2.67 5.71Bank Balances

- in current accounts 181.34 72.83- in deposit accounts 75.00 -

Current Investments (Refer note no. 9) 974.03 171.50 Total 1,233.04 250.04



Sonal Naik ��


DIN :00129782






46

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2018

a) EQUITY(Rs. in lacs)

Equity Share Capital AmountBalance as at 1st April, 2016 136.50Changes in share capital during the year -Balance as at 31st March, 2017 136.50Changes in share capital during the year -Balance as at 31st March, 2018 136.50

b) OTHER EQUITY (Rs. in lacs)

Particulars Reserves and surplus Items of other comprehensive incomeCapital

ReserveGeneral Reserve

Retained #� ��

Equity Instruments fair valued

�; ��;OCI

Debt Instruments fair valued

�; ��;OCI

Other Actuarial

��(losses)

Total

Balance as at 1st April, 2016 2,380.00 4,570.80 993.82 4,344.20 7.85 - 12,296.66$�� - - 188.51 - - - 188.51Other comprehensive income for the year (Net)

- - - 5,591.32 9.90 (9.25) 5,591.97

Total comprehensive income for the year

- - 188.51 5,591.32 9.90 (9.25) 5,780.48

Dividend paid (including dividend distribution tax)

- - (16.43) - - - (16.43)

Balance as at 31st March, 2017 2,380.00 4,570.80 1,165.89 9,935.52 17.75 (9.25) 18,060.71$�� - - 964.26 - - - 964.26Other comprehensive income for the year (Net)

- - - (1,135.30) 15.99 (97.80) (1,217.11)

Total comprehensive income for the year

- - 964.26 (1,135.30) 15.99 (97.80) (252.86)

Others - - (64.79) - - - (64.79)Dividend paid (including dividend distribution tax)

- - (16.43) - - - (16.43)

Balance as at 31st March, 2018 2,380.00 4,570.80 2,048.93 8,800.22 33.74 (107.05) 17,726.64



Sonal Naik ��


DIN :00129782






47

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018A. CORPORATE INFORMATION: J. L. Morison (India) Limited (‘The Company’) is a public limited company domiciled in India and is incorporated under the

provision of The Companies Act applicable in India. Its shares are listed on BSE Ltd. (BSE) and The Calcutta Stock Exchange Ltd. The Company is engaged in the trading and manufacturing of personal care products.

B. SIGNIFICANT ACCOUNTING POLICIES:1 Basis of Preparation of Financial Statements: =�� >� ��?��#� ��*��

��@>��?�@+�� G ��?�� #��#�� HKK�� ?��%�QUHK�*W��?��X+�read with Rule 4 of the Companies (Indian Accounting Standards) Rules, 2015 and other related provisions of the Act.

� =�� #�� #�� KHst March, 2017 and opening balance sheet as on 1st April, 2016 have also �� '# ��>��?�Y�=�� statements of the Company under Ind AS. Refer note no. 50 for an explanation of how the transition from previous GAAP ��>��?��@�� %�� [��Y�=��#� �� %� ��#� �� >��?��Balance Sheet as at 1st April, 2016 being the date of transition to Ind AS.

� =�� #�� #� ��\ �� except for the following material items that have been measured at fair value as required by the relevant Ind AS:* +�� #�� #��*"��Y�]��^+* +�� _��*"��Y�K^+(iii) Derivative Financial instruments

� ?�� #��#��X�� other criteria set out in the Schedule III to the Companies Act, 2013.

2 ��#�� =�� '# �� G�� %� `#��%�� #��

��#�� %�� #�� statements and the reported amounts of revenue and expenses during the reporting period. The recognition, measurement, �� #�� Y�=�� ̀ #��#�� #�#��#��and are based on historical experience and various other assumptions and factors (including expectations of future events) that the management believes to be reasonable under the existing circumstances. Actual results may differ from those estimates. Any revision to accounting estimates is recognised prospectively in current and future periods.

� �� =�� '# �� `#��%� �� #�� #�� #��

liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. The estimates and underlying assumptions are reviewed on an on-going basis.*�+�� "�� #�� %��#�� #�� "��Y�K^(b) Estimation of current tax expenses and payable - Refer note no. 46

3 Property, Plant and Equipment (PPE): Property, Plant and Equipment (PPE) are capitalized on the day they are ready for use and are stated at cost. The Company

had applied for the one time transition exemption of considering the carrying cost on the transition date i.e. 1st April, 2016 ��#��>��?�Y�\�� Y

Freehold land is carried at cost and is not depreciated. The cost of an item of Property, Plant and Equipment comprises its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable costs of bringing the asset to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the item and restoring the site on which it is located.

� >�� $��%�$��'# �� #��#�� %��#�� *��`�� +� �� $��%� $�� '# ��Y� �#��'#�� !�� #��%� �#��'#�� included in the assets carrying amount or recognized as a separate asset, as appropriate only if it is probable that the future �� [�� #��Y


48

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the ��$��j��Y

Assets which are not ready for their intended use are disclosed under Capital Work-in-Progress.4 _��z�� Intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses, if any.5 Depreciation and Amortization:

(a) Property Plant and Equipment (PPE)- Leasehold land is amortised over 95 years.- Depreciation is provided on a pro-rata basis on the straight line method based on estimated useful life prescribed

under Schedule II to the Companies Act, 2013. The residual values, useful lives and method of depreciation of Property, Plant and Equipment is reviewed at each

�� `#�� %� �� Y+z{ _��z�� - Software is amortized over a period of 5 years

6 Investment Property: Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Company,

�� Y�>�� #�� %� ��#� �� where applicable borrowing costs less depreciation and impairment, if any.

� _�� # �� #� ��#��#�� #��>>��Companies Act, 2013.

7 Financial Instruments: %��|_�� Financial assets are recognised when the Company becomes a party to the contractual provisions of the instruments. On

� �� %�� #�%� �� #��#��*�|=$j+%� �� Y�>��%�� #��'# � � ��#�� YSubsequent measurement:� �� #��'#�� #��}

- amortised cost�� #��#��*�|=$j+- fair value through other comprehensive income (FVTOCI)

� =�� }*�+�� X��#� �� *�+�� #��[�� Y

� � �� #��'#�� %��!�� #�� #� �� Y(i) Measured at amortised cost:� � �� #��'#��#�� %� �� #� ��

��#��`�� #��[��#�� [�� principal amount outstanding.

+��{ �� '��; ��;��;� �� ;��'��+%��_{�� #��|=��>%� �� #� ��`��

�� #��[�� #��#�� Y�� #�� ~�� the other comprehensive income (OCI). Interest income measured using the EIR method and impairment losses, if any �� $��j��Y�� %��#�#�� #�� >� �� '# ��W�� X� ��$��j��Y


49

+��{�� '��; ��;� �� +%��{� Financial assets other than equity instrument are measured at FVTPL unless it is measured at amortised cost or at

�|=��>�� Y��#�� #�� #�� #�%� ��#� �� %�� $��j��Y

Equity instruments On initial recognition, the Company can make an irrevocable election (on an instrument-by instrument basis) to present

the subsequent changes in fair value in other comprehensive income pertaining to investments in equity instruments. This election is not permitted if the equity investment is held for trading. These elected investments are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the ‘Reserve for �'# �� #��#�� XY�=��#�#�� $��j�� Y

� _ � �� '# �� #�� $�� j�� X�� %� �� [�� %�� #�� #�� Y�_ � �� $��j�� #�� ‘Other income’ line item.

Impairment =�� !�� j��*��j+�� #��

�� |��>Y�=�� #��[��#�� [�� !�� * Y�Y��+%�discounted at the original effective interest rate. This is assessed on an individual or collective basis after considering all reasonable and supportable including that which is forward looking.

� =��X�� #�� loss allowance on trade receivables is measured at an amount equal to life time expected losses i.e. expected cash ��%�� Y

� �� %�� Y�"�� ~�� allowance based on the lifetime ECL at each reporting date right from its initial recognition. The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix �� #�� !�� `#�� forward looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

� �� %�� HQ��!�� '# �� Y�=��!�� #�� !�� Y�>�%� ��#��'#�� %�� '#�� #�� #�� %�then the Company reverts to recognizing impairment loss allowance based on 12 months ECL. The impairment losses �� $��j��Y��'# �� #�� #��FVTPL, there is no requirement of impairment testing.

"� �� =�� #�� [��

�!� ��%�� [��%� ��#�� !�� risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement.

In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are ��#�� [�� Y

Financial Liabilities _�� Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

� �� #�� #��#��Y

� =��X�� #��%�� #� ��Y


50

Subsequent measurement Financial liabilities measured at amortised cost are subsequently measured at using EIR method. Financial liabilities

�� #��#��#�� #�� #�� $��j��Y

�� After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using EIR

��Y�� ~�� ~��#��>"�amortization process.

Financial Guarantee Contracts Financial guarantee contracts issued by the Company are those contracts that requires a payment to be made or to

�� #�� #��#�� #�� with the term of a debt instrument. Financial guarantee contracts are recognized initially as a liability at fair value, ��`#�� #�� #��#��Y

"� �� ?�� #�� !� ��Y��

��! �� #�� %��! �� #�� %��#��!�� original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in ��Y

"� �'��'�� =��#�� #��%��#�� !��%��

�#�� Y� �#�� #�� #�� derivative contract is entered into and are subsequently remeasured at fair value, with changes in fair value recognised ��$��j��Y

�� #��

currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

8 %�� =��#�� #��%��#��%�� %� �� #��Y Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

- In the principal market for the asset or liability, or- In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

� ?�� #��#�� #�� X�� #� �� #�� #��#��in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which �#�� #�� #�%��! � � ��#�� #�� #��#�� #��Y�?�� #�� #�� #�� %�� %�� #�� value measurement as a whole:

�� j��H��#��*#��`#��+�� j��Q��|��#�� '#�� #�� #��#��

directly or indirectly observable�� j��K��|��#�� '#�� #�� #��#��

unobservable� �� #�� %� ��

whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level �#�� #��#��+�� Y


51

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

9 Inventory: Inventories includes Raw Material, Work-in-Progress, Finished Goods, Stores & Spares, Consumables, Packing Materials,

Goods for resale and are valued at lower of cost and net realizable value. �� "��G�� #��#�� #��

�� Y�� #� �� <�� #��*�>��+�� Y �� |��|� �� %��;�� #�� %��#�%�� !��#��#� ��

based on the normal operating capacity but excluding borrowing costs. Cost is determined on weighted average cost basis. Traded Goods� �� #�� ~��#�Y�� #�� #��

basis. Cost includes cost of purchase and other direct costs incurred. Net realisable value is the estimated selling price in the ordinary course of business less the estimated cost of completion

and the estimated costs necessary to make the sale. Adequate allowance is made for obsolete and slow moving items.10 Cash and Cash Equivalents: Cash and Cash equivalents include cash and cheque in hand, bank balances, demand deposits with banks and other short-

�� '# �� #�� #�`�� risk of changes in value where original maturity is three months or less.

11 %� �� { _�� Transactions in foreign currency are recorded at the exchange rate prevailing on the date of the transaction. Exchange

� �� !�� #� �� ~�� $��and Loss of the year.

z{ �� %� �� _��;��;��"�� Foreign currency monetary items of the Company are restated at the closing exchange rates. Non monetary items

are recorded at the exchange rate prevailing on the date of the transaction. Exchange differences arising out of these �� $��j��Y

12 ��'�� Sale of Goods� "��#��

to the buyer as per the terms of the contract, there is no continuing managerial involvement with the goods and the amount of revenue can be measured reliably.

Revenue is measured at fair value of the consideration received or receivable, after deduction of any trade discounts, volume rebates and any taxes or duties collected on behalf of the government which are levied on sales such as value added tax, goods and service tax, etc.

Interest Revenue is recognised on a time proportion basis taking into account the amount outstanding and the interest rate applicable

and based on effective interest rate method. Dividend Dividend Income is recognized when right to receive the same is established.13 #�� The Company has provides following post-employment plans:

*�+�� _��#��# ��*�+�� _�� #� ��#��$�� #��#��#�� #�

�{ "��|z�� =�� # �� #��

�� #��Y�=��


52

�� #��#��#�� #��#�� #�� #� ��`��# �� Y� =�� !��

��}(a) Service costs comprising current service costs, past-service costs, gains and losses on curtailment and non-

routine settlements; and(b) Net interest expense or income� =�� #�� #��

�� #��Y�=� �� #�� !�� loss.

Re-measurement comprising of actuarial gains and losses arising from(a) Re-measurement of Actuarial(gains)/losses(b) Return on plan assets, excluding amount recognized in effect of asset ceiling(c) Re-measurement arising because of change in effect of asset ceiling

are recognised in the period in which they occur directly in Other comprehensive income. Re-measurement are not �� #��'#�� Y

� >��?��H^��'# ��!�� `#�� #��#�� #� ��#�#�� %� [�� #�� Y�=�� #�� `#�� with its actuaries, and believes these assumptions to be in line with best practice, but the application of different ��#�� #�� #��[�� %�� income and balance sheet. There may be also interdependency between some of the assumptions.z{ "��|�� z�� #� ��%�� #�%��#��#��

�� #��Y� _�� #� �� contributions to the employees’ provident fund with the government, superannuation fund and certain state plans � �� X� �� >�#�� X� $�� Y� =�� X�� contribution plans are recognised as expenses during the period in which the employees perform the services that the payment covers.

�{ ��;� ��z��(a) Compensated absences which are not expected to occur within twelve months after the end of the period

in which the employee renders the related services are recognised as a liability at the present value of the obligation as at the Balance sheet date determined based on an actuarial valuation.

*�+�� #�� #�� !�� !�� rendered by employees are recognised during the period when the employee renders the related services.

14 Taxes on Income:� >��!�� #��!Y�>��!��!�� ~�� !��

to the extent it relates to items directly recognized in equity or in other comprehensive income.� �#�� !� �� !�� Y� =�!�� #� �� #��

differences between accounting and tax treatments, and due to items that are never taxable or tax deductible. Tax provisions are included in current liabilities. Interest and penalties on tax liabilities are provided for in the tax charge. The Company offsets, the current tax assets and liabilities (on a year on year basis) where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net basis or to realise the assets and liabilities on net basis.

Deferred income tax is recognized using the balance sheet approach. Deferred income tax assets and liabilities are recognized for deductible and taxable temporary differences arising between the tax base of assets and liabilities and �� #�� Y�_�� !�� ~��!�� !�� #�� %��##��!�credits and unused tax losses can be utilized. Deferred tax assets are not recognised where it is more likely than not that the assets will not be realised in the future.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is ��#�� !�� !��utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.


53

Minimum Alternative Tax (‘MAT’) credit is recognised as an asset only when and to the extent there is convincing evidence �� !��#� �� Y�=�� sheet date and writes down the carrying amount of MAT credit entitlement to the extent there is no longer convincing �� !��#� �� Y

15 �� #��'# � � �%��#�� #�� '#��

assets are capitalized as a part of cost of that assets, during the period till all the activities necessary to prepare the qualifying assets for its intended use or sale are complete during the period of time that is required to complete and prepare the assets for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

Other borrowing costs are recognized as an expense in the period in which they are incurred.16 #� �� ;� �� #�� !� �� #�� '# ��

shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating � �#�� %� �� #�� '# �� #��#�� #� �� `#�� #� �� '# ��Y

17 Leases : Where the Company is Lessee� j��%�� #�� %��

�� Y�� ~��!�� $��j��on accrual basis as per the terms of agreements entered with the counter parties.

Where the Company is Lessor� j�� #��

�� Y�?�� #�`�� #�� %� �� '# ��Y� =��Company recognizes lease rentals from the property leased out, on accrual basis as per the terms of agreements entered � ��#�� Y��%� ��#� �� %�� ~��!�� $��j��Y

18 � �'��x��z�� A provision is recognised if, as a result of a past event, the group has a present legal or constructive obligation that can be

�� %�� #�[�� '# �� Y� $�� #�� ~��!��

are lower than the unavoidable costs of meeting the future obligations under the contract. A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may probably

��'# ��#�[��#�� #�#��#�� Y� �� #�[�� #�� %� ��provision or disclosure is made.

� � �� ~�� YC) RECENT ACCOUNTING PRONOUNCEMENTS: _��==�|��'�� ;�� On 28th�G��%�QUH�%�G ��?�� *�G�?�+�� >��?��HH�%�"��#�� #��

effective from 1st April, 2018. The core principle of the new standard is that an entity should recognize revenue when (or as) the �� * Y�Y��+��#��Y�?�� transferred when (or as) the customer obtains control of that asset. Further the new standard requires enhanced disclosures ��#��#��%��#�%�� #�� #��[�� X�� #��Y

� �� #��%�� #�� %��Y�� #�� #��%�� %��Y

��_��=x%� �� '�� On 28th�G��%�QUH�%�G ��?�� *�G�?�+�� *>� ��?��#� ��+�?��

Rules, 2018 effective from 1st April, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance �� #�� !�� #�� recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency.

� ��'#�� >��?��#�� >��?��HH�� #��Y� =�� X�� Y


54

1 PROPERTY, PLANT AND EQUIPMENT (Rs. in lacs)

ParticularsLand �� Plant and

EquipmentFurniture

and Fixtures

��;�� Equipments

Computers TotalFreehold Leasehold

� �� Deemed cost as at 1st April, 2016 1.14 46.49 1,369.64 150.81 55.08 140.43 27.81 27.49 1,818.89 Additions - - - 9.87 0.06 23.87 0.34 3.09 37.23 Disposals - - - - 3.32 17.06 0.12 0.01 20.51 Balance as at 31st March, 2017 1.14 46.49 1,369.64 160.68 51.81 147.25 28.03 30.58 1,835.61 Additions - - 150.10 4.80 0.23 0.37 1.35 6.66 163.53 Disposals 0.02 - 15.39 0.35 12.43 11.89 3.10 0.10 43.27 Balance as at 31st March, 2018 1.12 46.49 1,504.35 165.14 39.61 135.73 26.29 37.14 1,955.87

Accumulated Depreciation :Balance as at 1st April, 2016 - - - - - - - - - Additions - 0.56 32.79 10.28 10.64 29.52 12.67 6.68 103.14 Disposals - - - - 0.60 5.19 - - 5.79 Balance as at 31st March, 2017 - 0.56 32.79 10.28 10.04 24.33 12.67 6.68 97.35 Depreciation charge for the year - 0.56 33.36 10.71 8.48 23.18 8.51 7.10 91.90 Disposals - - 0.21 0.02 3.89 0.68 0.57 0.00 5.36 Balance as at 31st March, 2018 - 1.12 65.94 20.97 14.63 46.83 20.61 13.78 183.89

^�� As at 1st April, 2016 1.14 46.49 1,369.64 150.81 55.08 140.43 27.81 27.49 1,818.89 As at 31st March, 2017 1.14 45.93 1,336.85 150.40 41.77 122.92 15.36 23.90 1,738.28 As at 31st March, 2018 1.12 45.37 1,438.41 144.17 24.98 88.90 5.68 23.36 1,772.00

Notes -

a) The Company has availed the deemed cost exemption in relation to the property, plant and equipment on the date of transition and hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer Note below for the gross block value and the accumulated depreciation on 1st April, 2016 under the previous GAAP

b) Leasehold land is amortised over a lease period of 95 years

c) Refer note no. 19 for certain Property, Plant and Equipment mortgaged as collateral security against bank borrowings.

DEEMED COST AS AT 1ST APRIL, 2016

1 PROPERTY, PLANT AND EQUIPMENT (Rs. in lacs)

Particulars Land �� Plant and Equipment

Furniture and Fixtures

��;�� Equipments

Computers TotalFreehold Leasehold

Gross Block as on 1st April, 2016

1.14 56.56 1,578.59 244.10 156.49 325.44 147.18 143.49 2,652.99

Accumalated depreciation till 1st April, 2016

- 10.07 208.94 93.29 101.41 185.01 119.37 116.00 834.09

Deemed cost as at 1st April, 2016

1.14 46.49 1,369.64 150.81 55.08 140.43 27.81 27.49 1,818.89

NOTES OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018


55

2 _^�#��#^��#��

Particulars Rs. in lacs

� �� Deemed cost as at 1st April, 2016 918.69Additions -Deductions -Balance as at 31st March, 2017 918.69Additions -Deductions -Balance as at 31st March, 2018 918.69

Accumulated Depreciation :Balance as at 1st April, 2016 -Additions 16.86Deductions -Balance as at 31st March, 2017 16.86Depreciation charge for the year 16.86Deductions -Balance as at 31st March, 2018 33.72

^�� As at 1st April, 2016 918.69As at 31st March, 2017 901.83As at 31st March, 2018 884.97

Notes -

a) The Company has availed the deemed cost exemption in relation to investment property on the date of transition and hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer Note below for the gross block value and the accumulated depreciation on 1st April, 2016 under the previous GAAP.

b) Refer note no. 19 for certain Investment Property mortgaged as collateral security against bank borrowings.

c) Refer note no. 42 for information regarding income and expenditure of Investment property.

d) Fair value of investment property (Rs. in lacs)

Particulars As at 31st March, 2018 As at 31st March, 2017Investment property 2,613.80 2,613.80

The fair value of investment property has been determined based on the Ready Reckoner value prevailing as on the date of Balance Sheet, which is considered as best benchmarking of current prices in an active market.


� _^�#��#^��#��

Particulars Rs. in lacsGross Block as on 1st April, 2016 1,082.07Accumalated depreciation till 1st April, 2016 163.38Deemed cost as at 1st April, 2016 918.69



56

3 OTHER INTANGIBLE ASSETS

Particulars Rs. in lacs�� Deemed cost as at 1st April, 2016 110.32Additions -Deductions -Balance as at 31st March, 2017 110.32Additions -Deductions -Balance as at 31st March, 2018 110.32

Accumulated Depreciation :Balance as at 1st April, 2016Additions 26.74Deductions -Balance as at 31st March, 2017 26.74Depreciation charge for the year 26.74Deductions -Balance as at 31st March, 2018 53.49

^�� As at 1st April, 2016 110.32As at 31st March, 2017 83.58As at 31st March, 2018 56.83

Note -

The Company has availed the deemed cost exemption in relation to the other intangible assets on the date of transition and hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer Note below the gross block value and the accumulated depreciation on 1st April, 2016 under the previous GAAP.


3 OTHER INTANGIBLE ASSETS

Particulars Rs. in lacsGross Block as on 1st April, 2016 138.79Accumalated depreciation till 1st April, 2016 28.47Deemed cost as at 1st April, 2016 110.32



57

Financial Assets As at 31st March, 2018

As at 31st March, 2017

As at 1st April, 2016

4 _^�#��#^�|+^�^|��#^�{(Refer note no. 40)%�� '��; ��;��;� �� ;��'��Equity instruments 10,898.29 12,033.59 6,442.27 Debt instruments 2,587.46 529.69 254.77

13,485.75 12,563.28 6,697.04

5 LOANS - (NON-CURRENT)Unsecured, Considered GoodLoans and advances

- Employees 1.23 1.80 10.85- Others (Refer note no. 37) 10.00 10.00 -

11.23 11.80 10.85

6 OTHER FINANCIAL ASSETS - (NON-CURRENT)Unsecured, Considered GoodSecurity deposits 11.65 31.47 34.34

11.65 31.47 34.34

7 OTHER NON-CURRENT ASSETSCapital advances - - 2.20Prepaid expenses 4.97 4.94 8.96Deposits with statutory authorities 3.98 14.84 13.23Advance income tax (Net) - 67.55 -Other bank balances

- In margin accounts 11.89 10.88 - 20.84 98.21 24.39

8 _^�#^��_#Raw materials 51.98 263.43 194.48Work-in-progress 41.03 6.89 -Finished goods 289.39 268.73 27.14Stock-in-trade 456.79 1,274.28 1,342.92Packing materials 28.84 74.19 108.17

868.03 1,887.52 1,672.71�+�"�� #� �� Y�^b) Refer note no. 19 for Inventories hypothecated as primary security against bank borrowings.

9 _^�#��#^�+��#^�{UnquotedInvestments in mutual funds (Refer note no. 41) 974.03 171.50 1.82

974.03 171.50 1.82

10 ��"#�#�#_��# Unsecured, Considered Good 157.97 228.96 812.69 Unsecured, Considered Doubtful 29.01 - - Less: Allowances for bad and doubtful debts (29.01) - -

157.97 228.96 812.69 a) Refer note no.19 for trade receivables hypothecated as primary security against bank borrowings.b) Refer note no. 48 for credit terms, ageing analysis and other relevant details related to trade receivables.

NOTES OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018(Rs. in lacs)


58

Financial Assets As at 31st March, 2018



11 ��^"��#��_��#^�Balances with banks

- In current accounts 181.34 72.83 144.28 - In deposit accounts 75.00 - -

Cash on hand 2.67 5.71 4.10 259.01 78.54 148.38

12 ��^��^�#��#��^��# - In dividend accounts 2.17 2.12 0.26 - In deposit accounts 1.50 1.50 11.62

3.67 3.62 11.88

13 LOANS - CURRENTUnsecured, Considered GoodLoans and advances

- Employees 7.23 14.88 - - Related parties - 1,000.00 1,000.00 - Others (Refer note no. 37) 860.27 341.01 311.00

867.50 1,355.89 1,311.00

14 OTHER FINANCIAL ASSETS - (CURRENT)Interest receivable 23.88 19.71 30.58Deposits 3.57 1.30 -

27.45 21.01 30.58

15 OTHER CURRENT ASSETSUnsecured, Considered GoodAdvance to suppliers 84.50 68.09 153.31Prepayments 76.79 31.76 30.37Balances with statutory authorities 88.83 175.33 163.79

250.12 275.18 347.47

16. SHARE CAPITAL AUTHORISED30,00,000 equity shares of Rs 10 each 300.00 300.00 300.00 (As at 31st March, 2017 - 30,00,000 equity shares of Rs 10 each) (As at 1st April, 2016 - 30,00,000 equity shares of Rs 10 each)

300.00 300.00 300.00

ISSUED SUBSCRIBED AND FULLY PAID-UP13,65,034 equity shares of Rs 10 each, fully paid-up 136.50 136.50 136.50(As at 31st March, 2017 - 13,65,034 equity shares of Rs 10 each, fully paid-up)(As at 1st April, 2016 - 13,65,034 equity shares of Rs 10 each, fully paid-up)

136.50 136.50 136.50



59

a) ��;��;� �;��

The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of _ �� #�`�� # ��?#��G�� Y

b) Dividend paid and proposed - Refer note no. 49

c) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

d) ��;��;� ��;�z��;��;� ��

Particulars As at 31st March, 2018



No. of shares

Rs. in lacs No. of shares

Rs. in lacs No. of shares

Rs. in lacs

Shares outstanding at the beginning of the year

13,65,034 136.50 13,65,034 136.50 13,65,034 136.50

Shares Issued during the year - - - - - -Shares bought back during the year - - - - - -Shares outstanding at the end of the year 13,65,034 136.50 13,65,034 136.50 13,65,034 136.50

�{ "��;� �;�� ;�� ;��;� ��;��

Particulars As at 31st March, 2018



No. of shares held

��

No. of shares held

��

No. of shares held

��

\ �#�� j � �� 2,72,800 19.98 2,72,800 19.98 2,72,800 19.98Rasoi Limited 2,72,800 19.98 2,72,800 19.98 2,72,800 19.98Looklink Finance Limited 1,13,319 8.30 1,13,319 8.30 1,13,319 8.30Pallawi Resources Limited 94,600 6.93 94,600 6.93 94,600 6.93Surdas Trading & Mfg Co. Limited 78,742 5.77 78,742 5.77 78,742 5.77

f) The Company has not issued any shares by way of bonus or for consideration other than cash and has not bought back any ��#� �� Y



60




17 OTHER FINANCIAL LIABILITIES - (NON-CURRENT)Security deposits 13.25 26.25 21.00Others* 23.00 23.00 23.00

36.25 49.25 44.00�� =��!�!+� �'�� =��!�!{�� z�� z��"��z� x��

18 ��__�^|+^�^|��#^�{$�� 321.58 75.84 35.41

321.58 75.84 35.41

19 BORROWINGS - (CURRENT)SecuredWorking capital loan from a bank 212.64 134.29 191.38

212.64 134.29 191.38

(a) Working capital loan carries interest at one year MCLR + 2.05% (as at 31st March, 2017 at one year MCLR + 2.05%, as at 1st April, 2016 at BR + 2.25%)

*�+�� #�� %��'# ��%��# �� %��one of the Investment Property.

20 TRADE PAYABLESDue to Micro, Small and Medium enterprises (Refer note no. 43) 15.72 6.05 3.31Due to Others 811.92 469.42 775.60

827.64 475.47 778.91

21 OTHER FINANCIAL LIABLITIES - (CURRENT)Unpaid dividends* 2.17 2.12 0.26Payable for capital expenditure 0.05 5.54 10.97Security deposits - - 10.16

2.22 7.66 21.39

*In accordance with the Section 124 of the Companies Act, 2013, the Company has transferred unpaid/unclaimed dividend to Investor Education and Protection Fund.

22 OTHER CURRENT LIABILITIESAdvance received from customers 33.30 60.95 15.63Statutory dues 111.59 171.41 88.52

144.89 232.36 104.15

23 ��__�^$�� 7.81 45.82 30.18Provision for Income Tax (Net) 67.58 - 25.27

75.39 45.82 55.45



61



24 �#�#^�#%��#��_�^Sale of products - Personal Care products 8,608.65 7,672.16Other operating revenues - Insurance Claim - 23.62

8,608.65 7,695.78

25 OTHER INCOMEa) Interest income On bonds & debentures 68.09 19.82 Others 113.83 199.48b) Dividend Income 84.57 7.62c) Other Income Rent income 49.70 48.95 $��<�� #��<�#�� 39.13 19.69 Fair valuation of current investments 12.92 0.23 �� !��[#��#�� - 6.85 $�� $��%�$��'# �� 376.12 - Miscellaneous Income 0.14 -

744.50 302.64

26 COST OF MATERIALS CONSUMED��

Raw materials at the beginning of the year 263.43 194.48Add: Purchases during the year 941.65 648.06Less: Raw materials at the end of the year 51.98 263.43

�� 1,153.10 579.11

�� Packing material at the beginning of the year 74.19 108.17Add: Purchases during the year 361.36 164.36Less: Packing material at the end of the year 28.84 74.19

�� 406.71 198.34 1,559.81 777.45

27 ��^�#_^_^�#^��_#�%��|_^��#�^"%_^_�#"GOODS��

Trading goods 1,274.28 1,342.92Finished goods 268.73 27.14Work-in-progress 6.89 -

1,549.90 1,370.06��

Trading goods 456.79 1,274.28Finished goods 289.39 268.73Work-in-progress 41.03 6.89

787.21 1,549.90

762.70 (179.84)



62



28 EMPLOYEE BENEFITS EXPENSESalaries and wages 1,371.60 1,264.20Contribution to provident and other funds 151.89 122.20Staff welfare expenses 21.89 24.43

1,545.38 1,410.83

29 FINANCE COSTSInterest 5.46 5.80

5.46 5.80

30 DEPRECIATION AND AMORTISATION EXPENSEDepreciation/Amortisation on property, plant and equipment 91.91 103.14Depreciation on Investment property 16.86 16.86Amortisation on Intangible assets 26.74 26.74

135.51 146.74

31 �"�#��__^��^"��#��_�^#��#^#Advertising expense 453.28 194.74 Sales promotion expense 356.15 370.83

809.43 565.57

32 OTHER EXPENSESPower and fuel 17.28 21.25Rent 45.47 48.62Repairs and maintenance

Buildings 2.89 3.28Plant and machinery 39.30 17.89Others 67.95 58.31

Excise duty on increase/(decrease) in invenotry - 24.50Rates and taxes excluding taxes on income 92.02 47.05Insurance 16.25 15.33Travelling and conveyance 137.05 133.41Legal and professional 169.14 206.71Freight and forwarding expenses 164.33 178.28Clearing & forwarding expenses 137.21 136.87Royalty 405.62 353.83Commission 16.36 38.70Directors' sitting fees 2.87 1.71Payments to auditors:

Audit fees including limited review fees 7.28 6.95Re-imbursement of expenses 0.10 0.05

Donations 28.25 40.00Contribution towards Corporate Social Responsibility (CSR) (Refer note no. 45) 10.00 6.50Loss on disposal of Property, Plant and Equipment - 10.65�� !��[#��#�� 6.95 -Miscellaneous expenses 93.45 72.48

1,459.77 1,422.37



63



33 EARNINGS PER SHARE (EPS)$��!�*$?=+�� '# �� 964.26 188.51 Weighted Average Number of Equity Shares 13,65,034 13,65,034 Nominal value of Equity Shares (in Rs.) 10.00 10.00 Basic & Diluted Earning Per Share (in Rs.) 70.64 13.81

(Rs. in lacs)



34 CONTINGENT LIABILITIES AND COMMITMENTSCONTINGENT LIABILITIESDisputed Income Tax Demands 187.17 187.17Statutory Dues - 66.20Disputed Sales Tax 3.81 3.81

190.98 257.18Notes

The Company’s pending litigations comprise mainly claims against the Company, proceedings pending with Tax and other Authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, ��'# �� %�� %� � �� Y�=��!��#�� Y

(Rs. in lacs)



COMMITMENTSEstimated amount of contracts remaining to be executed on Capital Account and not provided for (net of advances)

- -

NOTES OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018 (Rs. in lacs except Shares & EPS)


64

35 DISCLOSURE ON RELATED PARTY TRANSACTIONSA) Names of related parties and description of relationship:

�{ � �� #�� ;� ��*��'��*�;�'��;�;�� ;�'�z�� ;�� ;�� ;�z�� Rasoi Limited� \ �#�� j � �� Pallawi Resources Limited� j��\��j � �� Rasoi Express Private Limited Prabhukripa Overseas Limited Compo Advics (India) Private Limited

z{ �� +��{� Mr. Sandip Das - Executive Director & CEO upto 31st January, 2017 Mr. Sohan Sarda - Executive Director & CEO w.e.f. 1st February,2017 & CFO upto 31st January, 2017� G�Y�"�� `�� *��+��Y�Y�Y�Hst February, 2017 Mrs. Karishma Patel - Company Secretary upto 3rd March, 2018

��'�� "� �� G�Y�|��#�G��*\#��Y�� G��%�;��!��#� ��_ ��+

Non Executive Directors: Mr. Raghu Nandan Mody Mrs. Sakshi Mody� G�Y��`�� Mr. Dinesh Sharma Mr. Chakrapani Misra Mr. Lalit Kumar Bararia

�{ �� ;� ��*��'��*��#�� ;� ��'��;�'�� ;��

(Rs. in lacs)

Particulars As at31st March, 2018


��'��+��'��z��{Compo Advics (India) Private Limited (1,000.00) -

Rent received from\ �#�� j � �� 14.98 13.20

Rent paid to (inclusive of tax)Pallawi Resources Limited 0.70 0.69

Property PurchasePallawi Resources Limited 140.00 -

Interest received fromCompo Advics (India) Private Limited 37.25 131.99

Professional Fees paid toPrabhukripa Overseas Limited - 28.75Mr. Varunn Mody 29.50 28.75

Payment for Services received fromRasoi Express Private Limited 51.38 40.70

Purchase of Finished Goods fromj��\��j � �� 1,090.16 1,072.88Rasoi Limited 634.37 419.94



65



Remuneration paid toMr. Sandip Das (Executive Director & CEO upto 31st January, 2017) - 39.21G�Y��*�� #��KHst January, 2017) - 32.13Mr. Sohan Sarda (Executive Director & CEO w.e.f. 1st February, 2017) 41.01 5.83G�Y�"�� `�� *�� Y�Y�Y�Hst February, 2017) 20.09 2.71Ms. Karishma Patel (Company Secretary upto 3rd March, 2018) 5.66 4.34

"� �� Mr. Raghu Nandan Mody 0.46 0.11Mrs. Sakshi Mody 0.25 0.20G�Y��`�� 1.11 0.47Mr. Dinesh Sharma 0.10 0.32Mr. Chakrapani Misra 0.85 0.61Mr. Lalit Kumar Bararia 0.10 -

�{ �� (Rs. in lacs)



��'��Compo Advics (India) Private Limited - 1,000.00

Investment (at cost)Rasoi Limited 836.65 836.65\ �#�� j � �� 1,260.81 1,260.81

Notes:

(i) All related party transactions entered during the year were in ordinary course of the business and are on arm’s length basis.

(ii) No amounts in respect of related parties have been written off / written back during the year, nor has any provision been made for doubtful debts / receivables during the year, except as discussed above.

(iii)��"�� #��?#� ��Y

36 SEGMENT REPORTING

As the Company’s business activity fall within a single primary business segment viz personal care products and its operation �� >� �%�� #��'# ��>;_�?��HU�� #�� HKK�� Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

37 DISCLOSURE UNDER 186(4) OF THE COMPANIES ACT, 2013 (Rs. in lacs)

Name As at31st March, 2018


Loans*Kapil Kaul 10.00 10.00Globe Financial Services Pvt. Ltd. 60.27 40.00Compo Advics (India) Pvt. Ltd. - 1,000.00International Conveyors Ltd. 300.00 300.00Elpro International Ltd. 200.00 -Gannon Dunkerley & Company Limited 300.00 -

Investments (at cost)** 5,602.30 2,776.85� �� '�� z�'� �� z�� '�� z�� ! ��; ��

�� =��!�!��=��!�!

** Refer note no. 40 & 41



66

38 Post the applicability of Goods and Service Tax (GST) with effect from 1st July, 2017, revenue from operations are disclosed net of GST, whereas Excise duty formed part of expenses in previous years. Accordingly, the revenue from operations, expenses and earnings per share for the year ended 31st March, 2018 are not comparable with the previous year.

39 DISCLOSURE PURSUANT TO IND AS - 19 “EMPLOYEE BENEFITS”

i) Gratuity:

� >�� %�� # ��%�� *�=��# ��Plan”) covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement *�#�`�� #�#��+%��%� �� are based on last drawn salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation on the reporting date and the Company makes annual contribution to the gratuity fund administered by Life Insurance Corporation of India under Group Gratuity Scheme.

� =�� #�� # ��$�� }

A. Balance Sheet (Rs. in lacs)"��z��




Present value of plan liabilities 180.51 45.82 18.37Fair value of plan assets 66.53 121.33 101.02��+��z��{ �� (113.98) 75.51 82.65

B. Movements in plan assets and plan liabilities (Rs. in lacs)Present value ��z��

%�� Plan assets

Total

As at 1st April, 2017Current service cost 167.14 121.32 288.46Past service cost 43.55 - 43.55Interest Cost/(Income) - - -"��#��!��#� ��#�� #�� <�� 10.61 7.27 17.88Actuarial (gain)/loss arising from changes in demographic assumptions (51.29) (78.44) (129.73)?��#�� *�� +<�� #�� 22.50 - 22.50

(Rs. in lacs)As at

31st March, 2018 As at


1st April, 2016?��#�� *�� +<�� !�� `#�� 84.52 - 84.52Employer contributions (29.99) - (29.99)�� - 16.36 16.36As at 31st March, 2018 247.04 66.51 313.55

(Rs. in lacs)

Present value of �z��

%�� Plan assets

Total

As at 1st April, 2016 119.39 101.02 220.41Current service cost 23.96 - 23.96Past service cost - - -Interest Cost/(Income) 9.19 7.23 16.42Return on plan assets excluding amounts included in net �� <��

(9.14) 1.21 (7.93)

Actuarial (gain)/loss arising from changes in demographic assumptions

- - -



67

Present value of �z��

%�� Plan assets

Total

?��#�� *�� +<�� assumptions

- - -

?��#�� *�� +<�� !�� `#�� 23.74 - 23.74Employer contributions - 11.86 11.86�� - - -As at 31st March, 2017 167.14 121.32 288.46

C. �� (Rs. in lacs)As at


31st March, 2017 #��#��Current service cost 43.55 23.96Interest cost/(income) 3.34 1.95�� 46.89 25.91

�� ;��z��z��"��#��!��#� ��#�� #�� <*��+ 27.14 (10.35)Actuarial gains/(losses) arising from changes in demographic assumptions 22.50 -?��#�� <*��+�� #�� 84.52 -Experience gains/(losses) (29.99) 23.74�� ;� �� ;��'�_�� 104.17 13.39

D. Assumptions � ��`�� #��

balance sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.� =�� #�� #�� }�




Financial AssumptionsDiscount rate 7.00% 7.50% 8.00%Salary Escalation Rate 12.00% 8.00% 5.00%"�� ;��Mortality in Service : Indian Assured Lives Mortality (2006-08)Mortality Rate 100% 100% 100%Attrition Rate 2 % to 15% 2 % to 15% 2 % to 15%Retirement Age 58 Years 58 Years 58 Years?�`#��?��#�#�� 20.79 20.85 18.00

E. Sensitivity

The sensitivity of the overall plan liabilities to changes in the weighted key assumptions are:

_��z��z��;��

assumptionIncrease in assumption

Decrease in assumption

Discount rate 1.00% 224.83 275.88 Salary Escalation Rate 1.00% 271.75 224.93

The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity



68

to the assumption, the same method used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.

%! �;��z��z��;�� <=st�� ;x��=��

(Rs. in lacs)

�� <=st March, "��z��z��2019 15.072020 11.852021 8.322022 16.632023 8.45Thereafter 109.65

ii) Compensated Absences:

The Company permits encashment of compensated absence accumulated by their employees on retirement, separation and during the course of service. The liability in respect of the Company, for outstanding balance of leave at the balance sheet date is determined and provided on the basis of actuarial valuation as on 31st March 2018 performed by an independent actuary. The Company doesn’t maintain any plan assets to fund its obligation towards compensated absences.

� =�� #�� ?�� }� *"�Y� ��+




�!�� $��j�� 53.80 51.94 40.52Balance Sheet liability 148.88 83.67 47.21

40 ^�^|��#^�_^�#��#^��+^�^��"#�%��_"��{

#��_�� |%�� '��; ��;��;� �� ;��'��(Rs. in lacs)

Particulars Face ��




Rs. Nos. Rs. Nos. Rs. Nos. Rs.A) Equity Shares

Equity Shares (Quoted)�� \��$��#��j��Y 10 100 0.06 100 0.01 100 0.01Glaxosmithkline Pharmaceuticals Ltd. 10 70 1.53 70 1.92 70 2.67\ �#�� j��Y 1 1,593 21.62 1,593 14.52 1,593 13.85

Total 23.21 16.46 16.53

Equity Shares (Unquoted)NKGSB Co-operative Bank Ltd. 10 2,500 0.25 2,500 0.25 2,500 0.25Super Bazar The Co-operative Stores Ltd. 10 500 0.05 500 0.05 500 0.05

Total 0.30 0.30 0.30

Investment in Group CompaniesEquity Shares (Quoted)

\ �#�� j��Y 10 11,07,702 4,357.70 3,69,234 6,615.93 3,69,234 3,121.87Rasoi Ltd. 200 18,003 6,517.09 18,003 5,400.90 3,60,062 3,303.57

Total 10,874.79 12,016.83 6,425.44

Total Equity Instruments (A) 10,898.29 12,033.59 6,442.27



69

�{ "�z�_�� |%�� '��; ��;��;� �� ;��'�� Preference Shares (Unquoted) (Rs. in lacs)





Rs. Nos. Rs. Nos. Rs. Nos. Rs.7.50% The Tata Capital Preference Shares 1,000 50,000 500.00 - - - -7.33% The Tata Capital Preference Shares 1,000 1,00,000 1,000.00 - - - -�YH��j��=�� \�� $�� 100 2,50,000 254.42 - - - -Total Preference Shares 1,754.42 - -

Bonds and Debentures (Quoted) Bonds - Secured

7.37% NTPC Tax Free Bond Series 3A 1,000 9,369 106.62 9,369 107.74 9,369 96.227.25% IRFC Tax Free Bond Tranche 1 Series 3A 1,000 15,100 172.16 15,100 161.72 15,100 158.55Total Bonds 278.77 269.47 254.77

Debentures - Secured10.75% The Tata Power Company Ltd. - 25 268.10 25 260.22 - -9.00% Muthoot Finance Limited - 28,000 286.16 - - - -Total Debentures 554.26 260.22 -Total Debt Instruments (B) 2,587.46 529.69 254.77

Total Non Current Investments (A)+(B) 13,485.75 12,563.28 6,697.04

�� '��and market value thereof:

11,731.03 12,562.98 6,696.74

�� investments

1,754.72 0.30 0.30

�� '��of investments

- - -

41 ��#^�_^�#��#^��+^�^��"#�%��_"��{(Rs. in lacs)





Rs. Nos. Rs. Nos. Rs. Nos. Rs.Mutual Funds (Unquoted)

Baroda Pioneer Liquid Fund - Plan B Growth 1,000 38,699 773.64 9,166 171.41 99 1.73Axis Liquid Fund - Daily Dividend Reinvestment 1,000 10 0.10 10 0.09 10 0.09LIC MF Liquid Fund - Direct Plan - Growth 1,000 6,355 200.29 - - - -

Total Mutual Funds 974.03 171.50 1.82Total Current Investment 974.03 171.50 1.82�� '��and market value thereof:

- - -

�� investments and market value thereof:

974.03 171.50 1.82

�� '��of investments

- - -

42 COMPANY AS A LESSEE

�+� ��$�� Q��Y

�+� j�� ~�� $��j�� Hst April, 2017 to 31st March, 2018 is Rs. 45.47 lacs (previous year Rs. 48.62 lacs)



70

COMPANY AS A LESSOR

_#� ��"�Y�]^Y�U��*$�� #��"�Y�]�Y^��+�� ~�� $��Loss under head “Other Income”

(Rs. in lacs)



Rental Income 49.70 48.95Less:

Direct Operating Expenses 6.53 5.32Depreciation 16.86 16.86

Net Income 26.31 26.77

43 DISCLOSURE UNDER MSMED ACT, 2006

The details of amounts outstanding to Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act), based on the available information with the Company are as under:

(Rs. in lacs)



1) Principal amount outstanding 15.72 6.052) Principal amount due and remaining unpaid - -3) Interest due on (2) above and the unpaid interest - -4) Interest paid on all delayed payments under the MSMED Act. - -5) Payment made beyond the appointed day during the year - -6) Interest due and payable for the period of delay other than (4) above - -7) Interest accrued and remaining unpaid - -8) Amount of further interest remaining due and payable in succeeding years - -

44 The cost of inventories recognised as an expense includes Rs. 72.43 lacs (Previous year Rs. Nil) in respect of write-downs of inventory to net realisable value, slow moving and non moving.

45 CORPORATE SOCIAL RESPONSIBILITY EXPENDITURE

Gross amount required to be spent by the Company as per Section 135 of Companies Act, 2013 during the year is Rs. 6.18 lacs (Previous year Rs. 6.02 lacs) and amount actually spent during the year is Rs. 10.00 lacs (Previous year Rs. 6.50 lacs), the details of which is as given below:

(Rs. in lacs)



Construction/acquisition of any asset - -On purposes other than above 10.00 6.50



71

46 INCOME TAXES

�{ �� ;��

(Rs. in lacs)



Current taxCurrent year 193.99 9.64?�`#�� 8.15 (77.27)Total current tax 202.14 (67.63)

Deferred taxOrigination and reversal of temporary difference (93.55) (54.72)Change in tax rates - -�� +� ��{ (93.55) (54.72)

��+� ��{ 108.59 (122.35)

z{ � ��z��;�� z��;��;��'�� ;��

Reconciliation of effective tax rate 31st March, 2018 31st March, 2017$��<�*j��+��!�� 1,072.85 66.16Enacted income tax rate in India 33.063% 33.063%Tax at India Income Tax Rate 354.72 21.87Differences due to:

Expenses not deductible for tax purposes 15.65 7.24Income exempt from Income taxes (125.12) (7.84)MAT credit utilisation (44.48) (35.96)Deduction allowed under section 24 of the Income Tax Act, 1961 (3.81) (4.27)Tax expense/(reversal) relating to earlier years 8.15 (77.27)Others (96.51) (26.12)

_��#��+� ��{ 108.59 (122.35)c) The movement in deferred tax assets and liabilities

(Rs. in lacs)

��'�� ;�� <=st March, 2018 and 31st March,2017

As at1st April,

2016

� ��+�;� ��{��statement

�� Loss

As at31st March,

2017

� ��+�;� ��{��statement

�� Loss

As at31st March,

2018

Provision for doubtful debts and advances (1.34) 0.99 (0.35) 0.35 -Expenses allowable for tax purposes when paid (31.31) (23.15) (54.46) (68.53) (123.00)Depreciation 317.26 (36.60) 280.66 3.16 283.82Fair value gains/losses 2.60 4.33 6.93 (0.46) 6.47Total 287.21 (54.43) 232.78 (65.48) 167.29

47 FINANCIAL INSTRUMENTS

=�� #�� #��#�� #��#��!�� current transaction between willing parties, other than in a forced or liquidation sale.



72

�;��;�� ;�� '��

1. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, �� #� ��! �� #��#��maturities of these instruments.

QY�� #�� !�� #��#��interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.

�;�� ;��;�� ;�� ;�� '�� z�valuation technique:

j��H}�'#��*#��`#��+�� Y

� j��Q}�� '#�� #�� #��%�� directly or indirectly.

� j��K}�� '#�� #�� #�� #��market data.

�;�� '�� z��

a. Financial assets (Rs. in lacs)

Instruments carried at fair value Instruments carried at amortized cost

%��_(Equity

instruments)

%��_+��;� instruments)

%�� Total fair value

(A)

�� amount

(B)

Fair value

Total �� amount(A+B)

As at 1st April, 2016Investments 6,442.27 254.77 1.82 6,698.86 - - 6,698.86Deposits - - - - 34.34 34.34 34.34Trade receivables - - - - 812.69 812.69 812.69Cash and cash equivalents - - - - 160.26 160.26 160.26Loans - - - - 1,321.85 1,321.85 1,321.85�� - - - - 30.58 30.58 30.58Total 6,442.27 254.77 1.82 6,698.86 2,359.72 2,359.72 9,058.58

As at 31st March, 2017Investments 12,033.59 529.69 171.50 12,734.78 - - 12,734.78Deposits - - - - 31.47 31.47 31.47Trade receivables - - - - 228.96 228.96 228.96Cash and cash equivalents - - - - 82.15 82.15 82.15Loans - - - - 1,367.69 1,367.69 1,367.69�� - - - - 21.01 21.01 21.01Total 12,033.59 529.69 171.50 12,734.78 1,731.28 1,731.28 14,466.06

As at 31st March, 2018Investments 10,898.29 2,587.46 974.03 14,459.78 - - 14,459.78Deposits - - - - 11.65 11.65 11.65Trade receivables - - - - 157.97 157.97 157.97Cash and cash equivalents - - - - 262.68 262.68 262.68Loans - - - - 878.73 878.73 878.73�� - - - - 27.45 27.45 27.45Total 10,898.29 2,587.46 974.03 14,459.78 1,338.48 1,338.48 15,798.26



73

b. Financial liabilities

(Rs. in lacs)

Instruments carried at fair value Instruments carried at amortized cost

%�� amount and fair

value (A)

�� amount

(B)

Fair value �� amount(A+B)

As at 1st April, 2016Borrowings - - 191.38 191.38 191.38Trade payables - - 778.91 778.91 778.91�� - - 65.39 65.39 65.39Total - - 1,035.68 1,035.68 1,035.68As at 31st March, 2017Borrowings - - 134.29 134.29 134.29Trade payables - - 475.47 475.47 475.47�� - - 56.91 56.91 56.91Total - - 666.67 666.67 666.67As at 31st March, 2018Borrowings - - 212.64 212.64 212.64Trade payables - - 827.64 827.64 827.64�� - - 38.47 38.47 38.47Total - - 1,078.75 1,078.75 1,078.75

The Management assessed that fair value of cash and cash equivalents, trade receivables, investments in term �� %� ��%� �� *�!�� #��+%� �� *�!�� #��+� �� '#�� #�� #��to their short-term nature.

� =�� #�� #��#�� #��#��!��in a current transaction between willing parties, other than in forced or liquidation sale.

c. Fair value estimation

�� #��#�� #�� %�� #�� #��[�� #��#�� #��Y�=�� #��`#��quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The categories used are as follows:

�� j��H}�'#�� #��

�� j��Q}�� #��%��j��H� �#��

�� j��K}� �#��



74

� �� #�%� �� #�� #�� summarised below:

(Rs. in lacs)

Level 1 Level 2 Level 3 TotalAs at 1st April, 2016Assets at fair value

Investments 6,444.09 254.77 - 6,698.86Liabilities at fair value

As at 31st March, 2017Assets at fair value

Investments 12,205.09 529.69 - 12,734.78Liabilities at fair value

As at 31st March, 2018Assets at fair value

Investments 11,872.33 2,587.46 - 14,459.79Liabilities at fair value

=�� #�� #� �� Y

48 FINANCIAL RISK MANAGEMENT

%�� z��'��

=��X��#� �� !�� %�� '# � �� %�� Y�=��Company’s senior management has the overall responsibility for establishing and governing the Company’s risk management framework.

� G�� #�#�� %�� #��#�#��[��#�� #��Y�=��#�� #��#�� %�� #��exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable �� #�� #� �� %�� #�� %��loans and borrowings.

Risk #�� Measurement ��

Liquidity risk Borrowings and other liabilities "�� [��forecasts

Availability of committed credit lines and borrowing facilities; working capital management

Credit risk Cash and cash equivalents, trade receivables, >��%�� measured at fair/amortised cost.

Ageing analysis/Credit ratings

_ �� #��of assets, credit limits and letters of credit

Market Risk - Foreign exchange

Financial assets and liabilities ��[�� Sensitivity analysis

\�� %Forex planning

Market Risk - Interest rate

Long-term borrowings at variable rates Sensitivity analysis Interest rate swaps

Market Risk - Price risk

Investments in Equities, Bonds, Debentures, Mutual funds

Sensitivity analysis; ��[#��#�� credit rating

Continuous monitoring, _ ��

(A) Market Risk- Interest rate risk

>�� #�� #�#��[�� #�� [#��#��#��changes in market interest rates. The Company is mainly exposed to this risk due to borrowings having variable rate of �� #��#��#�� #�� !�� Y



75

(i) Exposure to interest rate risk - Financial liabilities

(Rs. in lacs)




Borrowings bearing variable rate of interest - Cash credits - short term in nature

212.64 134.29 191.38

\��%�� !�� %��#��terms, primarily of short term in nature.

(ii) Exposure to interest rate risk - Investments in debentures and bonds

Market price risk for government bonds, debentures, preference shares and other bonds is movement in the interest �� Y�=��X�� !�� !��>�� Y

(B) �� |%� ��

�#�� #��#�#��[�� #�� [#��#��#�� foreign exchange rates. The Company has foreign currency trade payables and is therefore exposed to foreign exchange � ��Y�=��!�� #�� #�#��Y�\��%�� #�� #�� #�� #�� Y�=�� !�� #�� #�� #��Y

%� �� #��

Particulars 31st March, 2018 31st March, 2017_�%� ��Currency

(Rs. in lacs) _�%� ��Currency

(Rs. in lacs)

Open Foreign Exchange Exposures - Advance - USD 30,257 19.68 1,286 0.83

Open Foreign Exchange Exposures - Payable - JPY 1,74,31,700.00 107.27 - - - EURO - - 1,05,692 73.19 - GBP - - 2,239 1.81

��;��=��%� �� ;�'��_�� z�� (Rs. in lacs)

Particulars For the year ended 31st March, 2018

For the year ended 31st March, 2017

=�_�� =�� =�_�� =��

Increase / (decrease) in loss 1.07 (1.07) 0.75 (0.75)

(C) Credit risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. The �� !�� *�� +�� #� �� #�#��#��%�� #� ��#��%�� !�� #��Y

� =�� %�� #��%�� #�� %��#�� %�� #��receivable. Individual risk limits are set accordingly. The Company considers the probability of default upon initial recognition �� #�� Y

Credit risk from investments is managed by the Company’s treasury in accordance with the board approved policy and limits.



76

� =�� %�� #��#�� as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:

+� ?��#��!�� #� ��%

+�� ?��#��!�� #��#��%

+�� !��#�� #��X�� its obligations,

�+�� #��#��%

�+�� #��#�� %�� '#�� #��

�� '�z�� (Rs. in lacs)




Not due 97.30 72.77 145.470-3 months 31.80 115.39 592.813-6 months 2.76 8.62 69.496 months to 12 months 26.05 14.64 -beyond 12 months 0.06 17.54 4.91Total 157.97 228.96 812.69

Movement in provisions of doubtful debts (Rs. in lacs)




�� '�� - - -Add: Additional provision made 29.01 - -Less: Provision write off/reversed - - -Less: Provision utilised against bad debts - - -�� '�� 29.01 - -

(D) Liquidity Risk

j '# � �� %��price. The Company’s treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related such risk are overseen by senior management. Management monitors the Company’s net � '# � �� #�� !��[��Y�=��X��`�� times, optimum levels of liquidity to meet its obligations.

%��

The company had access to following undrawn Borrowing facilities at end of reporting period: (Rs. in lacs)




Variable Borrowing -Cash Credit expires within 1 year - 15.71 -

�� z� �� (Rs. in lacs)




0-1 year 212.64 134.29 191.38more than 1 year 0.00 0.00 0.00Total 212.64 134.29 191.38



77

Maturity patterns of other Financial Liabilities (Rs. in lacs)




0-12 months 829.86 483.13 800.30beyond 12 months 36.25 49.25 44.00Total 866.11 532.38 844.30

(E) Price risk

The Company invests its surplus funds in various Equity instruments, debt instruments including liquid and short term �� #�#�� #��%� �� #� �� #�� *;�_X�+Y�=�� #��#��>��#�Y�=��X�� '# ��instruments mainly consists of investments in its group companies, which are long tem and strategic in nature. Accordingly these investments are fair value through Other Comprehensive Income.

Exposure (Rs. in lacs)

Nature of Investments As at31st March, 2018



Equities - Equity Instruments 10,898.29 12,033.59 6,442.27

Debt instruments - Preference shares 1,754.42 - -

- Bonds and Debentures 833.03 529.69 254.77

Mutual Funds - Liquid Funds 974.03 171.50 1.82

Total 14,459.77 12,734.78 6,698.86

49 CAPITAL RISK MANAGEMENT

+�{ ��

=��X��`��

�� #�� #�� %�� #�� #��%��

�� #��#��#��

� =�� %�� `#��%� �� #��#��Y�>�� `#�� #��#��%��`#��#�� %��#��capital to shareholders, issue new shares or sell assets.

(b) Dividends (Rs. in lacs)



i) Equity Shares Final dividend for the year ended 31st March, 2017 of Re. 1 Per fully

paid up share (31st March, 2016 - Re. 1) [Including dividend distribution tax of Rs. 2.48 lacs (as at 31st March, 2017 - Rs. 2.48 lacs)]

16.43 16.43

ii) "�'�� ;�� Since year end, the Directors have recommended the payment of a

�� "�Y�H��#�� #��'# ��*KHst March, 2017 - Re. 1 per fully paid up equity shares) [Including dividend distribution tax of Rs. 2.48 lacs (as at 31st March, 2017 - Rs. 2.48 lacs)]

� =��$�� #�`�� ensuing Annual General Meeting.

16.43 16.43



78

50 FIRST-TIME ADOPTION OF IND AS

� =��>� ��?��#� ��*>��?�+�� G ��?�� 1st April, 2017, with a transition date of 1st April, 2016. The adoption of Ind AS has been carried out in accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards. Ind AS 101 requires that all Ind AS standards and interpretations that are ��#�� >��?�� KHst March, 2018, be applied retrospectively and �� Y�\��%� �� >��?�� %�� of certain exemptions and exceptions in accordance with Ind AS 101, as explained below. The resulting difference between the �� #�� #��>��?��$�� #��??$�have been recognised directly in equity (retained earnings or another appropriate category of equity).

��z�� ;��z��_��=�=�� ;�� from previous GAAP to Ind AS.

A. Optional Exemptions

(a) Deemed Cost

Ind AS 101 permits to measure all its property, plant & equipment at their previous GAAP carrying value i.e. being deemed cost represented by Gross Block reduced by accumulated depreciation on 1st April, 2016.

+z{ "�� '��

Paragraph D19B of Ind AS 101 gives an option to an entity to designate investments in equity instruments at FVOCI on the basis of the facts and circumstances at the date of transition to Ind AS. The company has opted to apply this exemption for its investment in equity Investments.

B. Mandatory Exceptions

(a) Estimates

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates �� #��??$�*��`#��[�� #� ��policies).

Ind AS estimates as at 1st April, 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Group made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

- Investment in equity instruments carried at FVTPL or FVOCI; and

� ��>�� !�� Y

+z{ ��

� >�� ?�� HUH� ��'# �� #�� * �� instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

C. Transition to Ind AS - Reconciliations

� =�� '#�� previous GAAP to Ind AS in accordance with Ind AS 101:

I. Reconciliation of Balance sheet as at 1st April, 2016 and 31st March, 2017

II. Reconciliation of Statement of total Comprehensive Income for the period ended 31st March, 2017

III. Reconciliation of Equity as at 1st April, 2016 and 31st March, 2017

>|Y� >��[�� KHst March, 2017

The presentation requirements under Previous GAAP differs from Ind AS and hence Previous GAAP information has been regrouped for ease of reconciliation with Ind AS. The Regrouped Previous GAAP information is derived from the Financial Statements of the Company prepared in accordance with Previous GAAP.



79

I. Reconciliation of Balance sheet as at 1st April, 2016 and 31st March, 2017 (Rs. in lacs)

As At 31st March, 2017 As At 1st April, 2016(Previous GAAP)*

Ind AS adjustments

IND AS (Previous GAAP)*

Ind AS adjustments

IND AS

ASSETS(1) NON - CURRENT ASSETS (a) Property, Plant & Equipment 1,738.28 0.00 1,738.28 1,818.91 (0.02) 1,818.89 (b) Investment Property 901.83 0.00 901.83 918.68 0.01 918.69 (c) Intangible assets 83.58 0.00 83.58 110.32 0.00 110.32 (d) Financial assets

(i) Investments 2,605.57 9,957.71 12,563.28 2,345.00 4,352.04 6,697.04 (ii) Loans 11.80 - 11.80 10.85 (0.00) 10.85�* +�� 31.47 (0.00) 31.47 34.34 0.00 34.34

(e) Other non-current assets 98.21 0.00 98.21 24.39 0.00 24.39TOTAL NON - CURRENT ASSETS 5,470.73 9,957.72 15,428.45 5,262.49 4,352.02 9,614.52(2) CURRENT ASSETS

(a) Inventories 1,887.52 (0.00) 1,887.52 1,672.71 (0.00) 1,672.71 (b) Financial assets

(i) Investments 171.26 0.24 171.50 1.80 0.02 1.82 (ii) Trade receivables 228.96 - 228.96 812.69 0.00 812.69 (iii) Cash & Cash equivalents 78.55 (0.01) 78.54 148.37 0.01 148.38 (iv) Bank Balances other than

above 3.62 - 3.62 11.88 0.00 11.88

(v) Loans 1,355.89 - 1,355.89 1,311.00 - 1,311.00�*� +�� 21.01 - 21.01 30.58 (0.00) 30.58

(c) Other current assets 275.18 - 275.18 347.47 (0.00) 347.47TOTAL CURRENT ASSETS 4,021.99 0.23 4,022.22 4,336.51 0.02 4,336.53TOTAL ASSETS 9,492.71 9,957.92 19,450.67 9,598.99 4,352.05 13,951.05

(Rs. in lacs)


Ind AS adjustments


Ind AS adjustments

IND AS

EQUITY AND LIABILITIESEQUITY

Equity Share Capital 136.50 - 136.50 136.50 - 136.50Other Equity 8,203.80 9,856.91 18,060.71 8,067.41 4,229.25 12,296.66

TOTAL EQUITY 8,340.30 9,856.91 18,197.21 8,203.91 4,229.25 12,433.16LIABILITIES(1) NON - CURRENT LIABILITIES

(a) Financial liabilities�* +�� 49.25 - 49.25 44.00 - 44.00

(b) Provisions 75.84 - 75.84 35.41 - 35.41 (c) Deferred tax liabilities (Net) 131.75 101.02 232.77 147.96 139.24 287.20

TOTAL NON - CURRENT LIABILITIES 256.84 101.02 357.86 227.37 139.24 366.61



80


Ind AS adjustments


Ind AS adjustments

IND AS

(2) CURRENT LIABILITIES (a) Financial liabilities

(i) Borrowings 134.29 - 134.29 191.38 - 191.38 (ii) Trade Payables 475.47 - 475.47 778.91 0.01 778.91�* +�� 7.66 0.00 7.66 21.39 - 21.39

(b) Other Current liabilities 232.36 (0.00) 232.36 104.16 (0.00) 104.15 (c) Provisions 45.82 - 45.82 71.87 (16.42) 55.45

TOTAL CURRENT LIABILITIES 895.60 (0.00) 895.60 1,167.71 (16.41) 1,151.28TOTAL EQUITY AND LIABILITIES 9,492.71 9,957.92 19,450.67 9,598.99 4,352.05 13,951.05

� ¡�=�� #��??$��#�� >��?�� '# ��#�� Y

II �� ;�� <1st March, 2017 (Rs. in lacs)

Previous GAAP Ind AS adjustments IND ASINCOME

Revenue from operations 7,938.00 (242.22) 7,695.78Other income 295.57 7.07 302.64

TOTAL INCOME 8,233.57 (235.15) 7,998.42EXPENDITURE

Cost of materials consumed 777.45 0.00 777.45Purchases of Traded Goods 3,564.85 - 3,564.85�� %� �� progress and traded goods

(179.84) (0.00) (179.84)

Excise duty paid 218.49 - 218.49��!�� 1,424.22 (13.39) 1,410.83Finance costs 5.80 (0.00) 5.80Depreciation and amortisation expense 146.74 - 146.74Advertising and sales promotion expenses 565.57 0.00 565.57Other expenses 1,657.74 (235.37) 1,422.37

TOTAL EXPENSES 8,181.02 (248.77) 7,932.26PROFIT BEFORE TAX AND EXCEPTIONAL ITEMS 52.55 13.62 66.16

Exceptional Items - - -PROFIT BEFORE TAX 52.55 13.62 66.16TAX EXPENSES

Current tax 45.60 - 45.60MAT credit entitlement (35.96) - (35.96)Deferred Tax charge/(credit) (16.22) (38.50) (54.72)Tax credit relating to earlier years (77.27) - (77.27)

PROFIT AFTER TAX 136.40 52.11 188.51



81


Previous GAAP Ind AS adjustments IND AS��#��#�#^_�#_^��#_��;��z� ��

�+�� "��#�� - (13.39) (13.39)b) Changes in fair value of FVOCI equity instruments - 5,591.32 5,591.32

Tax relating to this items - 4.14 4.14_��;��z� ��

a) Changes in fair value of FVOCI debt instruments - 14.33 14.33Tax relating to this items - (4.43) (4.43)��#��#�#^_�#_^��#%��#�#�� - 5,591.97 5,591.97��#�#^_�#_^��# 136.40 5,644.08 5,780.48

III Reconciliation of Equity (Rs. in lacs)



Total equity under local GAAP 8,203.80 8,067.41��+��{Reversal of proposed ordinary dividends payable - 16.43"�� *�� >��?��$��j�� + 9,957.94 4,352.05_��=�!� ��`#�� (101.02) (139.24)Total IND AS adjustment 9,856.91 4,229.25

Total equity under Ind AS 18,060.71 12,296.66_� _��;�� ;�� <=st March, 2017

;�� [�� #��Y

^��

1) Proposed Dividend

Under the previous GAAP, dividend proposed by the Board of Directors after the balance sheet date but before the approval �� #��'#��Y�?�� %�� #� ��dividend distribution tax was recognised as liability. Under Ind AS, such dividends are recognised when the same is approved by the shareholders in the general meeting.

�{ �� z��z��

�� #�� ??$%� �� #� �� #�� <�� $��j��Y��>��?�%��#�� <�� Y

<{ %�� _�'��

�� #��??$%� �� '# �� #�� #�� Y�j��investments were carried at cost less provision other than temporary in nature. Current investments were carried at lower of cost or fair value. Under Ind AS, these investments are require to be measured at fair value either through OCI (FVTOCI) ��=��#��$��*�|=$j+Y�=�� #�� #�� income for Debt and equity Instruments. For its investments in Liquid funds, the Company has opted for fair value through P & L.

�{ "��_��'��

Under previous GAAP, the Company accounted for revenue net of trade discounts, sales taxes and excise duties. Under Ind AS, the Company will recognise revenue at fair value of consideration received or receivable. Any sales incentive, discounts or rebates in any form including cash discounts given to customer will be considered as selling price reductions and accounted as reduction from revenue.


82

5) Deferred taxes

�� #��??$%��!�� $�� Y�Y��!� �� the accounting income and taxable income. Under Ind AS, deferred tax is recognised by following balance sheet approach i.e. tax impact on temporary difference between the carrying value of asset and liabilities in the books and their respective tax base.

51 =�� Y�=��G��!�� #��X�� #��Y

52 =�� #��X��#��#��<�� '# ��#�� X�� Y

53 =�� #��_ ��Q¢th April, 2018.

54 Amount in Rs. 0.00 denotes less than Rs. 1,000/-


Sanjay Kothari Director

DIN: 00258316

Sonal Naik ��


DIN :00129782




83

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84

�!�!��_�^+_^"_�{�_�_�#"CIN: L51109WB1934PLC088167

"��Y��}�W"�� #��X�QU%�� "Y�;Y�G#��`��"��%��UU�UUH%�=��Y}�*UKK+�QQ]��UHH]<�%��!}�*UKK+�QQ]��HQUU E-mail: ��£`�� Y��, Website: ��Y`�� Y��<��

FOR KIND ATTENTION OF SHAREHOLDERS

Dear Shareholders,

As per the provisions of Section 88 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014, the Company needs to update its ‘Register of Members’ to incorporate certain new details, as required under the said provisions. Further, as per the “Green Initiative in the Corporate Governance” initiated by the Ministry of Corporate Affairs (MCA), vide its Circular No. 17/2011 dated 21/04/2011, the Company proposes to send all the notices, documents including Annual Report in electronic form to its members.

We, therefore request you to furnish the following details for updation of Register of Members and enable the Company to send all communication to you through electronic mode:

Folio No.Name of the ShareholderFather’s/Mother’s/Spouse’s Name?��*"�� ?�� G�� Body Corporate)

E-mail IDPAN or CINUIN (Aadhar Number)OccupationResidential StatusNationalityIn case member is a minor, name of the guardianDate of birth of the Member

_________________________Place: ____________ Signature of the MemberDate: _____________

� ��#�� #�� "�� =��?�� Company �_ !‘‘��^��#�#^�#��_�#��_��#�_�_�#"x�|��x��^"#��"x��$��=¢**

=�� >_�� #��#�`�� #��#�� #�� #��Y�=�� ?#��Reports in physical form free of cost by post by making request for the same.

Thanking you,

%� �!�!�� +_��{��

Sonal Naik��


85

NECS MANDATE FORM�!�!��_�^+_^"_�{�_�_�#"

CIN: L51109WB1934PLC088167"��Y��}�W"�� #��X�QU%�� "Y�;Y�G#��`��"��%��UU�UUH%�=��Y}�*UKK+�QQ]��UHH]<�%��!}�*UKK+�QQ]��HQUU%

E-mail: ��£`�� Y��, Website: ��Y`�� Y��<��

��^��#�#^�#��_�#��_��#�_�_�#"$�QQ%��"��%��UU�UH^Phone: (033) 40116700 Fax : (033) 40116739e-mail: [email protected]

For SHARES HELD IN THE PHYSICAL MODE please complete the form and mail to

For SHARES HELD IN THE ELECTRONIC MODE please inform respective DPs

Dear Sirs,

�z��"�'��; ��;^#�

I hereby consent to have the amount of dividend on my Equity Shares credited through National Electronic Clearing Service (NECS). The particulars are:

1. Folio No. /Client ID. No./DPID.No. _________________________________________________________________________

+%��^�!��'��;� �� +�{�� _"^�!��'��z�� "�*�{

2. Shareholders Name: Shri/Smt./Kum./M/s. ___________________________________________________________________

____________________________________________________________________________________________________

3. Shareholders Address : _________________________________________________________________________________

____________________________________________________________________________________________________

4. Telephone No. _______________________________________5. Mobile No._______________________________________

5. Particulars of the Bank:

�� ;��}�¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦

�� ;��?��}¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦

�� G�� ^�� #�� #�� G>�"��'#�� #��}¦¦¦¦¦

_________________________________________________________________________________________________

�� ?��#��=��*��§�+��

Current

Cash Credit

�� ?��#��;#��*�� '#��+}¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦¦

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6. Date from which the mandate should be effective:_____________________________________________________________

I hereby declare that the particulars given above are correct and complete. If the transaction is delayed or not effected at all for reasons of incomplete or incorrect information, I would not hold the company /Registrars & Share Transfers Agents of the Company responsible. I also undertake to advise any change in the particulars of my account to facilitate updation of records for purpose of credit of dividend amount through NECS Facility.

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FORM MGT-11PROXY FORM

(Pursuant to Section 105(6) of the Companies Act, 2013 read with Rule 19(3) of the Companies (Management & Administration) Rules, 2014)

Name of the Member(s): ___________________________________________________________________________________�� ______________________________________________________________________________________________________________________________________________________________________________________________Email Id: ______________________________________ Folio No./DP ID/ Client ID : ____________________________________I/We being the member(s) of _______________________________shares of the above named Company hereby appoint:(1) Name: ______________________________________________________________________________________________ Address: _____________________________________________________________________________________________ Email Id: _______________________________________________________or failing him/her;(2) Name: ______________________________________________________________________________________________ Address: _____________________________________________________________________________________________ Email Id: _______________________________________________________or failing him/her;(3) Name: ______________________________________________________________________________________________ Address: _____________________________________________________________________________________________ Email Id: _______________________________________________________as my/our proxy to attend and vote (on a poll) for me/us and on/our behalf at the 83rd Annual General Meeting of the Company to be held on Friday, 3rd� ?#�#��%� QUH�� QYKU� �Y�Y� �� "�� = ��%� KK�HHHH%� G�`�� ?�� "��%� Krd Rotary, New Town, ��UUH�¢��`�#�� #��#� �� }

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For ��Ordinary Business:1. Ordinary Resolution to receive, consider and adopt the Audited Financial Statements of

the Company for the year ended 31st March, 2018 together with the reports of the Board of Directors’ and Auditors’ thereon.

2. �� "��#� �� '# �� ended on 31st March, 2018.

3. Ordinary Resolution for appointment of a Director in place of Mrs. Sakshi Mody (DIN: 06518139), who retires by rotation and being eligible, offers herself for re-appointment

4. �� "��#� �� G<�Y� j�� Y%� ��Accountants, Mumbai (having FRN: 301051E), as Statutory Auditors of the Company and ��!�� #��

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6. Special Resolution for approval of revision in remuneration payable to Mr. Sohan Sarda (DIN: 00129782), Executive Director & CEO of the Company.

Signed this _______________day of _______________2018

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ATTENDANCE SLIP83RD ANNUAL GENERAL MEETING ON 3RD AUGUST, 2018

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Name and address of the shareholder(s)

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Note: Please read the instructions for e-voting given in the Annual Report. The voting period starts from Tuesday, 31st July, 2018 (9:00 am) and ends on Thursday, 2th August, 2018 (5:00 pm).The voting module shall be disabled by NSDL for voting thereafter.

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ANNUAL REPORT 2017-18 ~.LMORISON

~ J. L. Morison (India) Limited

CIN:L51109VVB1934PLC088167Regd. Office: Rasoi Court, 20, Sir R. N. Mukherjee Road, Kolkata - 700 001

Tel: (033) 2248 0114/5, Fax: (033) 22481200, E-mail: [email protected], VVebsite: wwwjlmorison com/corporate

NOTICEAddendum to the Notice dated 26th April 2018 convening Eighty Third Annual General Meeting of the Company to be held on Friday, the3 August, 2018 at 2.30. p.m. at Rabindra Tirtha, 33-1111, Major Arterial Road, 3rd Rotary, NewTown, Kolkata -700156. Notice is herebygiven that the following additional item is added in the aforesaid notice as Item No.7 as a Special Business:

SPECIAL BUSINESS:7. To confirm the appclntment of Mr. Raghu Nandan Mody as a Non-Executive Director and in this regard, if thought fit, pass the followingresolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements)(Amendment) Regulations, 2018, the appointment of Mr. Raghu Nandan Mody, who has attained the age of 75 years, as aNon-Executive Director ofthe Company be .and is hereby approved, who shall be liable to retire by rotation. n

By Order of the Board of Directors


Place: MumbaiDate: 2nd July, 2018

Sonal NaikCompany Secretary & Compliance Officer

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

Notes:1. The Statement pursuantto Section 102 ofthe Companies Act, 2013, in respect of special businesses is annexed hereto and forms part

ofthe Notice.2. Relevant Documents referred to in this Addendum to Notice of AGM are open for inspection by the Members at the Registered Office of

the Company on all working days, except Saturdays, during business hours up to the date ofthe meeting.3. Pursuant to Regulations 26(4) and 36(3) of SESI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the

Secretarial Standard-2 on "General Meetings· the particulars of Directors seeking appointmentlre-appointments at the ensuing AnnualGeneral Meeting are stated in Explanatory Statement of the notice.

4. This addendum to the Notice of AGM is available on the website of the Company. The revised proxy Form including the resolutionsproposed hereinabove at item No.7 is available on the website of the Company and is annexed with this addendum to the Notice.

5. All the processes, notes and instructions relating to e-voting set out for and applicable for the ensuing 83 AGM shallmutatis-mutandis apply to the e-voting for the resolution proposed in this Addendum to the Notice of AGM.

ANNEXURE TO THE NOTICE

Explanatory statement pursuant to Section 102 of the Companies Act, 2013 to the addendum to the AGM notice dated 26th April, 2018

Item No.7:

The Securities and Exchange Board of India (SEBI) vide its notification number SEBIlLAD-NRO/GN/2018/10 dated 9 May, 2018 hasinserted a new sub-clause (1A) in the Regulation 17 of the SESI (Listing Obligations and Disclosure Requirements) Regulations, 2015effective from 1April, 2019, which reads as follows

1A. No listed entity shall appoint a person or continue the directorship of any person as a Non-Executive Directorwho has attained the ageof seventy five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice forsuch motion shall indicate the justification for appointing such a person.

mailto:[email protected],

ANNUAL REPORT 2017-18 ~.LMORISON

Mr. Raghu Nandan Mody, Chairman and Non-Executive Director of the Company has attained the age of seventy five years therefore in viewof the aforesaid notification it is necessary to pass a Special Resolution by the Members of the Company to continue his directorship in theCompany.

The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail theservices of Mr. RagtyJ Nandan Mody as a Chairman and Non-Executive Director of the Company. Accordingly, the Board recommends passingof the resolution as set at Item No. 7 of th~ Notice as a Special Resolution.

Except Mr. Raghu Nandan Mody, none of the Director or Key Managerial Personnel of the Company or their relatives are concemed or interest -ed in the said resolution.

INFORMATION OF DIRECTOR BEING PROPOSED FOR APPOINTMENT/RE-APPOINTMENT AS PER REGULATION 26(4) AND 36(3) OFTHE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD·2"GENERAL MEETING" IS GIVEN BELOW:

Particulars Mr. Raghu Nandan Mody

Age 79 years

Date of Appointment 28'" May, 1987

Expertise in specific functional He has over 45 years of experience as a leading Industrialist with extensive andarea/Brief Resume varied expe!:i@.,ncein setting up businesses in different kind of industrial products.

Qualification Graduation from Cambridge University.

No. of equity shares held in the Company 250

List of Directorship in other entities 1. Hindustan Composites Limited2. Rasoi Limited3. Prabhukrupa Overseas Limited4. Rasoi Express Private Limited

Membership/Chairmanship of Committees Member of following committees in Hindustan Composites Limited

of other listed entities 1. Audit Committee,2. Stakeholder's Relationship Committee3. Corporate Social Responsibility (CSR)

Member of Audit Committee in Rasoi Limited

No.of Board Meetings attended during the year 5

Terms and Conditions of re-appointment He is liable to retire by rotation.

Remuneration last drawn (including Sitting fees - Rs. 0.46 Lacssitting fees & Commission, if any)

Remuneration proposed to be paid Only sitting fees for attending Board and Committees meetings to be paid.

Relationship with any Director He is not related with any director or KMP as per provisions of Section 2(77)(s)/Key Managerial Personnel of of the Companies Act, 2013.the Company

By Order of the Board of Directors


Place: Mumbai

Date: 2MJuly, 2018Sonal Naik

Company Secretary & Compliance Officer

Registered Office:

Rasoi Court,20, Sir R.N. Mukhe~ee Road,

Kolkata - 700 001

ANNUAL REPORT 2017-18 ' ~.L.MORISON

~ J. L. MORISON (INDIA) LIMITEDCIN: L51109WB1934PLC088167

Registered Office: "Rasoi Court" 20, Sir, R.N. Mukherjee Road, Kolkatla- 700 001.Tel No.: (033) 2248 0114/5, Fax: (033) 2248 1200, E-mail: [email protected], Website: www.jlmorison.com/corporate

FORM MGT-11

PROXY FORM(Pursuant to Section 105(6) of the Companies Act, 2013 read with Rule 19(3) ofthe Companies (Management & Administration) Rules, 2014)

Name of the Member(s): _

Registered Address: _

Emailld: Folio No.lDP 101Client 10 : _I/We being the member(s) of shares of the above named Company hereby appoint:(1) Name:

Add~ss: _

Emailld: or failing him/her;

(2) Name:Address:Emailld:

(3) Name:Address:Emailld:

_______________ ~--------or failing him/her;

as my/our proxy to attend and vote (on a poll) for me/us and on/our behalf at the 83rd Annual General Meetil"lQ of the Companyto be held on Friday., 3rd August, 2018 at 2.M p.m. at Rabindra Tirtha ••.33-1111, Major Arterial Road, 3ni Rotary, New Town,Kolkata - 700156 ana at any adjournment thereof In respect of such resoluuons as are indicated below:

Sr. Particulars Vote (Optional see note. 2)No.

..Please mention no. of shares

For AgainstOrdlnarv Business:1. Ordinary Resolution to receive, consider and adopt the Audited Financial Statements of

the Company for the year ended 31st March, 2018 together with the reports of the Board ofDirectors' and Auditors' thereon.

2. Ordinary Resolution for declaration of dividend on equity shares for the financial yearended on 31st March 2018.

3. Ordinary Resolution for appointment of a Director in place of Mrs. Sakshi Modyi (DIN: 06518139), who retires by rotation and being eligible, offers herselffor re-appointment

4. Ordinary Resolution for ratification of appointment of M/s. Lodha & Co., CharteredAccountants, Mumbai (having FRN: 301051 E), as Statutory Auditors of the Company andto fix their remuneration

Special Business:5. '~pecl~1 Res,?l!Jtiy>n for re-afhPo,ntment or ~Mr. ~~nJay' .Kotnan d\U~IN: UULots;jJo~1 as

an Independent irector of he Company for a second term of ive years w.e.f. rom1st April, 2019.

6. Special Resolution for approval of revision in remuneration payable to Mr. Sohan Sarda. (DIN: 00129782), Executive Director & CEO of the Company.

7. Special Resolution for confirmation of appointment of Mr. Raghu NandanMody(DIN: 00053329) as a Non-Executive Director of the Company.

Signed this day of ,2018

SlgnabJreofthe firstProxy holder Signatire of the secona Proxy holder Signatureof the "'ra Proxy holder Signaure of ShareholderNote:1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less

than 48 hours before the commencement of the Meeting.2. It is optional to indicate your preference. If you leave the for, against or abstain column blank against any or all resolutions, your proxy

will be entitled to vote In the manner as helshe may deemed appropriate.

mailto:[email protected],

http://www.jlmorison.com/corporate

ANNUAL REPORT 2017-18 ~.L.MORISON