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ANNUAL REPORT 2013-14

J L MORISON
1
BOARD OF DIRECTORS RAGHU NANDAN MODY CHAIRMAN
VARUNN MODY DIRECTOR (Upto 29
th
May, 2014)
BIPIN VENGSARKAR EXECUTIVE DIRECTOR (w.e.f. 1
st
November, 2013)
SAKSHI MODY EXECUTIVE DIRECTOR (w.e.f. 29
th
May, 2014)
ATUL TANDAN DIRECTOR
SANJAY KOTHARI DIRECTOR
BRIJ GOPAL ROY DIRECTOR (w.e.f. 29
th
May, 2014)
SHAMSUNDER AGGARWAL DIRECTOR (upto 13
th
February, 2014)
SOHAN SARDA CHIEF FINANCIAL OFFICER
KULDIP BALASIA V. P. - CORPORATE & COMPANY SECRETARY
& COMPLIANCE OFFICER
BANKERS CANARA BANK
AUDITORS HARIBHAKTI & CO.
CHARTERED ACCOUNTANTS
MUMBAI 400 059
SOLICITORS KHAITAN & CO.
REGISTERED OFFICE
RASOI COURT,
20, SIR R. N. MUKHERJEE ROAD,
KOLKATA 700 001
PHONE: (033) 2248 0114/5
FAX: (033) 2248 1200
E-MAIL: investors@jlmorison.com
WEBSITE: www.jlmorison.com
HEAD OFFICE
PENINSULA BUSINESS PARK, TOWER A,
8
TH
FLOOR, SENAPATI BAPAT MARG,
LOWER PAREL, MUMBAI - 400 013
PHONE: (022) 6141 0300
FAX: (022) 2495 0317
E-MAIL: investors@jlmorison.com
WEBSITE: www.jlmorison.com
BRANCHES
MUMBAI
KOLKATA
NEW DELHI
CHENNAI
WORKS
E-95/1, MIDC, WALUJ, NEAR SIEMENS FACTORY,
WALUJ, AURANGABAD 431 136
MAHARASHTRA
79
th
Annual General Meeting of the Company will be held
on Thursday, the 11
th
day of September, 2014 at 11.00 a.m.
at Kala Kunj, 48, Shakespeare Sarani, Kolkata 700 017
CONTENTS
Page No.
Notice .................................................................................. 2
Directors Report ................................................................11
Report on Corporate Governance ..................................... 18
Management Discussion and Analysis ............................. 25
Auditors Report ................................................................ 27
Balance Sheet ................................................................... 30
6WDWHPHQWRI3URWDQG/RVV ............................................ 31
Cash Flow Statement ....................................................... 32
Notes on Financial Statements ......................................... 33
ANNUAL REPORT 2013-14
J L MORISON
2
J. L. Morison (India) Limited
CIN: L51109WB1934PLC088167
5HJG2IFH5DVRL&RXUW6LU510XNKHUMHH5RDG.RONDWD7HO)D[(PDLOinvestors@jlmorison.com, Website: www.jlmorison.com
NOTICE
NOTICE is hereby given that the 79
th
Annual General Meeting of the members of J. L. Morison (India) Limited will be held on
Thursday, the 11
th
day of September, 2014 at 11.00 a.m. at Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017 to transact the
following businesses:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at 31
st
0DUFKDQGWKH6WDWHPHQWRI3URWDQG/RVVIRUWKH
year ended on that date and the Reports of the Directors and Auditors thereon.
7RGHFODUHGLYLGHQGRQHTXLW\VKDUHVIRUWKHQDQFLDO\HDUHQGHGRQ
st
March, 2014.
3. To appoint a Director in place of Mr. Raghu Nandan Mody, Chairman, who retires by rotation and being eligible, offers himself for
re-appointment.
4. To re-appoint M/s. Haribhakti & Co., Chartered Accountants, Mumbai (having FRN 103523W), as Statutory Auditors of the
&RPSDQ\WRKROGRIFHIURPWKHFRQFOXVLRQRIWKLV$QQXDO*HQHUDO0HHWLQJXSWRWKHFRQFOXVLRQRIQH[W$QQXDO*HQHUDO0HHWLQJ
DQGWR[WKHLUUHPXQHUDWLRQ
SPECIAL BUSINESS:
7RFRQVLGHUDQGLIWKRXJKWWWRSDVVZLWKRUZLWKRXWPRGLFDWLRQVWKHIROORZLQJUHVROXWLRQDVDQOrdinary Resolution:
RESOLVED THAT Mr. Bipin Vengsarkar (DIN:00129822), who was appointed as an Additional Director of the Company w.e.f.
1
st
November, 2013 pursuant to the provisions of Section 260 of the Companies Act, 1956 and in accordance with the provisions
RI$UWLFOHVRI$VVRFLDWLRQRIWKH&RPSDQ\KROGVRIFHDVVXFKXSWRWKHGDWHRIHQVXLQJ$QQXDO*HQHUDO0HHWLQJRIWKH&RPSDQ\
and in respect of whom the Company has received a notice in writing along with the requisite deposit from a member as required
XQGHU6HFWLRQRIWKH&RPSDQLHV$FWVLJQLI\LQJKLVLQWHQWLRQWRSURSRVHKLVFDQGLGDWXUHIRUWKHRIFHRI'LUHFWRURIWKH
Company, be and is hereby appointed as a Director of the Company, who shall be liable to retire by rotation.
7RFRQVLGHUDQGLIWKRXJKWWWRSDVVZLWKRUZLWKRXWPRGLFDWLRQVWKHIROORZLQJUHVROXWLRQDVDSpecial Resolution:
RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable
provisions of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules
LQFOXGLQJDQ\VWDWXWRU\PRGLFDWLRQVRUUHHQDFWPHQWVWKHUHRIIRUWKHWLPHEHLQJLQIRUFHWKHDSSRLQWPHQWRI0U%LSLQ
9HQJVDUNDUDVDQ([HFXWLYH'LUHFWRURIWKH&RPSDQ\IRUDSHULRGRIWKUHH\HDUVZHI
st
November, 2013 be and is hereby
approved on the following terms and conditions:
Sr. No. Particulars Details of Remuneration
1. Salary `1,25,000/- per month and other allowance of `1,21,250/- per month with an increase
which may be decided by the Board of Directors from time to time, within the limits as
VSHFLHGLQ6FKHGXOH9WRWKH&RPSDQLHV$FW
2. 0HGLFDO([SHQVHV 5HLPEXUVHPHQWRIPHGLFDOH[SHQVHVQRWH[FHHGLQJ`15,000/- per annum;
3. Leave Travel Concession $VSHUUXOHVRIWKH&RPSDQ\QRWH[FHHGLQJ` 50,000/- per annum.
4. Provident and other funds
including gratuity
As per rules of the Companys Scheme.
5. Motorcar 0RWRU&DUZLWKGULYHUZLOOEHSURYLGHGIRURIFHXVH
6. Leave a. Leave will be entitled as per the rules of the Company as are applicable to other
staff members of his category.
b. Leave encashment will be provided as per the rules of the Company and
encashment of such leave at the end of the tenure of service shall not be included
in the computation of ceiling of remuneration or perquisites as aforesaid.
RESOLVED FURTHER THATLQWKHHYHQWRIDQ\ORVVRULQDGHTXDF\RISURWVLQDQ\QDQFLDO\HDUGXULQJWKHWHQXUHRI0U
%LSLQ9HQJVDUNDUDVDQ([HFXWLYH'LUHFWRURIWKH&RPSDQ\WKHUHPXQHUDWLRQDVDSSURYHGE\WKLVUHVROXWLRQVKDOOEHSD\DEOHDV
minimum remuneration to him as per the provisions of Schedule V of the Companies Act, 2013.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds,
matters and things, as may be required for the purpose of giving effect to this resolution.
7RFRQVLGHUDQGLIWKRXJKWWWRSDVVZLWKRUZLWKRXWPRGLFDWLRQVWKHIROORZLQJUHVROXWLRQDVDQOrdinary Resolution:
RESOLVED THAT Mr. Brij Gopal Roy (DIN: 00771713), who was appointed as an Additional Director (Independent) of the
Company w.e.f. 29
th
May, 2014 pursuant to the provisions of Sections 149 and 161 read with Schedule IV and all other applicable
SURYLVLRQVLIDQ\RIWKH&RPSDQLHV$FWDQG&RPSDQLHV$SSRLQWPHQWDQG4XDOLFDWLRQRI'LUHFWRUV5XOHVLQFOXGLQJ
DQ\ VWDWXWRU\ PRGLFDWLRQV RU UHHQDFWPHQWV WKHUHRI IRU WKH WLPH EHLQJ LQ IRUFH DQG LQ DFFRUGDQFH ZLWK WKH SURYLVLRQV RI
ANNUAL REPORT 2013-14
J L MORISON
3
$UWLFOHVRI$VVRFLDWLRQRIWKH&RPSDQ\KROGVRIFHDVVXFKXSWRWKHGDWHRIHQVXLQJ$QQXDO*HQHUDO0HHWLQJRIWKH&RPSDQ\
and in respect of whom the Company has received a notice in writing along with the requisite deposit from a member as required
XQGHU6HFWLRQRIWKH&RPSDQLHV$FWVLJQLI\LQJKLVLQWHQWLRQWRSURSRVHKLVFDQGLGDWXUHIRUWKHRIFHRI'LUHFWRURIWKH
&RPSDQ\EHDQGLVKHUHE\DSSRLQWHGDVDQ,QGHSHQGHQW'LUHFWRURIWKH&RPSDQ\WRKROGRIFHDVVXFKXSWR
th
May, 2019,
who shall not be liable to retire by rotation.
7RFRQVLGHUDQGLIWKRXJKWWWRSDVVZLWKRUZLWKRXWPRGLFDWLRQVWKHIROORZLQJUHVROXWLRQDVDQOrdinary Resolution:
RESOLVED THAT Mrs. Sakshi Mody (DIN: 06518139), who was appointed as an Additional Director of the Company w.e.f.
29
th
May, 2014 pursuant to the provisions of Sections 152 and 161 and all other applicable provisions, if any, of the Companies
$FWDQG&RPSDQLHV$SSRLQWPHQWDQG4XDOLFDWLRQRI'LUHFWRUV5XOHVLQFOXGLQJDQ\VWDWXWRU\PRGLFDWLRQVRUUH
enactment(s) thereof for the time being in force) and in accordance with the provisions of Articles of Association of the Company,
KROGVRIFHDVVXFKXSWRWKHGDWHRIHQVXLQJ$QQXDO*HQHUDO0HHWLQJRIWKH&RPSDQ\DQGLQUHVSHFWRIZKRPWKH&RPSDQ\KDV
received a notice in writing along with the requisite deposit from a member as required under Section 160 of the Companies Act,
VLJQLI\LQJKLVLQWHQWLRQWRSURSRVHKHUFDQGLGDWXUHIRUWKHRIFHRI'LUHFWRURIWKH&RPSDQ\EHDQGLVKHUHE\DSSRLQWHGDV
a Director of the Company, who shall not be liable to retire by rotation.
7RFRQVLGHUDQGLIWKRXJKWWWRSDVVZLWKRUZLWKRXWPRGLFDWLRQVWKHIROORZLQJUHVROXWLRQDVDSpecial Resolution:
RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and Schedule V and all other applicable provisions
of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
LQFOXGLQJDQ\VWDWXWRU\PRGLFDWLRQVRUUHHQDFWPHQWWKHUHRIIRUWKHWLPHEHLQJLQIRUFHWKHDSSRLQWPHQWRI0UV6DNVKL0RG\
DVDQ([HFXWLYH'LUHFWRURIWKH&RPSDQ\IRUDSHULRGRIWKUHH\HDUVZHI
th
May, 2014 be and is hereby approved on the
following terms and conditions:
Sr. No. Particulars Details of Remuneration
1. Salary ` 1,82,000/- per month and other allowance of ` 43,665/- per month with an
increase which may be decided by the Board of Directors from time to time, within
WKHOLPLWVDVVSHFLHGLQ6FKHGXOH9WRWKH&RPSDQLHV$FW
2. 0HGLFDO([SHQVHV D 5HLPEXUVHPHQWRIPHGLFDOH[SHQVHVQRWH[FHHGLQJ` 30,000/- per annum;
b. Medical insurance premium for self, spouse and dependent children upto
` 5,00,000/- per annum;
c. Personal Accident insurance premium for her and spouse upto ` 5,00,000/-
per annum.
3. Leave Travel Concession $VSHUUXOHVRIWKH&RPSDQ\QRWH[FHHGLQJ` 2,00,000/- per annum.
4. Provident and other funds
including gratuity
As per rules of the Companys Scheme.
5. Motorcar 0RWRU&DUZLWKGULYHUZLOOEHSURYLGHGIRURIFHXVH
6. Leave encashment Encashment of leave accumulation as per the rules of the Company.
7. Commission Such amount as may be decided by the Board of Directors of the Company from
time to time, subject to limits prescribed under Companies Act, 2013.
RESOLVED FURTHER THAT LQ WKH HYHQW RI DEVHQFH RU LQDGHTXDF\ RI SURWV LQ DQ\ QDQFLDO \HDU GXULQJ WKH FXUUHQF\ RI
WHQXUHRIVHUYLFHRI0UV6DNVKL0RG\DVDQ([HFXWLYH'LUHFWRURIWKH&RPSDQ\WKHSD\PHQWRIVDODU\SHUTXLVLWHVDQGRWKHU
allowances as approved by this resolution shall be payable as minimum remuneration.
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.
7RFRQVLGHUDQGLIWKRXJKWWWRSDVVZLWKRUZLWKRXWPRGLFDWLRQVWKHIROORZLQJUHVROXWLRQDVDQOrdinary Resolution:
RESOLVED THAT pursuant to the provisions of Section 149, 152 and 160 read with Schedule IV and all other applicable
SURYLVLRQV LI DQ\ RI WKH &RPSDQLHV $FW DQG &RPSDQLHV $SSRLQWPHQW DQG 4XDOLFDWLRQ RI 'LUHFWRUV 5XOHV
LQFOXGLQJDQ\VWDWXWRU\PRGLFDWLRQVRUUHHQDFWPHQWVWKHUHRIIRUWKHWLPHEHLQJLQIRUFH0U$WXO7DQGDQ',1
'LUHFWRURIWKH&RPSDQ\ZKRVHRIFHLVOLDEOHWRGHWHUPLQDWLRQWRUHWLUHE\URWDWLRQDQGLQUHVSHFWRIZKRPWKH&RPSDQ\KDV
received a notice in writing along with requisite deposit from a member as required under Section 160 of the Companies Act,
2013 signifying his intention to propose the appointment of Mr. Atul Tandan as an Independent Director of the Company, be and
LVKHUHE\DSSRLQWHGDVDQ,QGHSHQGHQW'LUHFWRURIWKH&RPSDQ\WRKROGRIFHDVVXFKXSWR
st
March, 2019, who shall not be
liable to retire by rotation.
7RFRQVLGHUDQGLIWKRXJKWWWRSDVVZLWKRUZLWKRXWPRGLFDWLRQVWKHIROORZLQJUHVROXWLRQDVDQOrdinary Resolution:
RESOLVED THAT pursuant to the provisions of Section 149, 152 and 160 read with Schedule IV and all other applicable
SURYLVLRQVLIDQ\RIWKH&RPSDQLHV$FWDQG&RPSDQLHV$SSRLQWPHQWDQG4XDOLFDWLRQRI'LUHFWRUV5XOHVLQFOXGLQJ
DQ\VWDWXWRU\PRGLFDWLRQVRUUHHQDFWPHQWVWKHUHRIIRUWKHWLPHEHLQJLQIRUFH0U6DQMD\.RWKDUL',1'LUHFWRU
of the Company, who retires by rotation at the Annual General Meeting and in respect of whom the Company has received a
notice in writing alongwith requisite deposit from a member as required under Section 160 of the Companies Act, 2013 signifying
ANNUAL REPORT 2013-14
J L MORISON
4
his intention to propose the appointment of Mr. Sanjay Kothari as an Independent Director of the Company, be and is hereby
DSSRLQWHGDVDQ,QGHSHQGHQW'LUHFWRURIWKH&RPSDQ\WRKROGRIFHDVVXFKXSWR
st
March, 2019, who shall not be liable to
retire by rotation.
7RFRQVLGHUDQGLIWKRXJKWWWRSDVVZLWKRUZLWKRXWPRGLFDWLRQVWKHIROORZLQJUHVROXWLRQDVDSpecial Resolution:
RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act,
WKH$FWUHDGZLWK&RPSDQLHV0HHWLQJRI%RDUGDQGLWV3RZHUV5XOHVLQFOXGLQJDQ\VWDWXWRU\PRGLFDWLRQV
or re-enactment(s) thereof for the time being in force), and the Articles of Association of the Company and subject to such
approvals, sanctions and consents (hereinafter referred to as the Approvals) as may be required from such authorities and
institutions or bodies and such conditions as may be prescribed by any of them while granting such approval, which may be
agreed to, in its sole discretion, by the Board of Directors of the Company (hereinafter referred to as the Board which term
VKDOOEHGHHPHGWRLQFOXGHDQ\&RPPLWWHHVFRQVWLWXWHGWREHFRQVWLWXWHGE\WKH%RDUGWRH[HUFLVHLWVSRZHUVLQFOXGLQJSRZHUV
FRQIHUUHGE\WKLVUHVROXWLRQDQGRUEHGXO\DXWKRUL]HGSHUVRQVWKHUHRIIRUWKHWLPHEHLQJH[HUFLVLQJWKHSRZHUVFRQIHUUHGRQ
the Board by this resolution), consent of the members of the Company be and is hereby accorded to the Board to borrow in any
PDQQHUIURPWLPHWRWLPHDQ\VXPRUVXPVRIPRQH\VDWLWVGLVFUHWLRQRQVXFKWHUPVDQGFRQGLWLRQVDVWKH%RDUGPD\GHHPW
notwithstanding that the moneys to be borrowed by the Company together with the moneys already borrowed or to be borrowed
(apart from temporary loans and other credit facilities obtained or to be obtained from the Companys bankers in the ordinary
FRXUVHRILWVEXVLQHVVZKHWKHUVHFXUHGRUXQVHFXUHGZLOORUPD\H[FHHGWKHDJJUHJDWHRIWKHSDLGXSFDSLWDODQGIUHHUHVHUYHV
WKDWLVWRVD\UHVHUYHVQRWVHWDSDUWIRUDQ\VSHFLFSXUSRVHSURYLGHGWKDWWKHPD[LPXPDPRXQWRIPRQH\VRERUURZHGDQG
RXWVWDQGLQJDWDQ\RQHWLPHVKDOOQRWH[FHHGWKHVXPRI` 100 Crores (Rupees One Hundred Crores only).
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts and deeds as may be required to give
effect to the above resolution from time to time.
7RFRQVLGHUDQGLIWKRXJKWWWRSDVVZLWKRUZLWKRXWPRGLFDWLRQVWKHIROORZLQJUHVROXWLRQDVDSpecial Resolution:
RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any of the Companies
$FWWKH$FWUHDGZLWK&RPSDQLHV0HHWLQJRI%RDUGDQGLWV3RZHU5XOHVLQFOXGLQJDQ\VWDWXWRU\PRGLFDWLRQV
or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, consent of the members
of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the Board
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LQFOXGLQJSRZHUVFRQIHUUHGE\WKLVUHVROXWLRQDQGRUEHGXO\DXWKRUL]HGSHUVRQVWKHUHRIIRUWKHWLPHEHLQJH[HUFLVLQJWKHSRZHUV
conferred on the Board by this resolution) to mortgage and/or to create charge in any manner, on all or any of the immovable and/
or moveable assets including outstanding monies, receivables, claims, bills, documents, contracts, engagements, securities,
investments and rights of the Company both present and future of the Company for securing any loan obtained or as may be
obtained from any Bank or any Consortium of Banks or Financial Institutions or funds or any person or body(ies) together with
LQWHUHVWFRVWFKDUJHVH[SHQVHVDQGDQ\RWKHUPRQH\LHVSD\DEOHE\WKH&RPSDQ\RUWRFUHDWHFKDUJHWRVHFXUHDQ\ORDQ
WDNHQE\RWKHUHQWLWLHVERGLHVFRUSRUDWHRQVXFKWHUPVDQGFRQGLWLRQVDVWKH%RDUGPD\GHHPWLQWKHLQWHUHVWRIWKH&RPSDQ\
SURYLGHGWKDWWKHWRWDODPRXQWDWDQ\SRLQWRIWLPHVRVHFXUHGPRUWJDJHGVKDOOQRWH[FHHGWKHOLPLWDVDSSURYHGXQGHU6HFWLRQ
180(1)(c) of the Companies Act, 2013.
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts and deeds as may be required to give
effect to the above resolution from time to time.
7RFRQVLGHUDQGLIWKRXJKWWWRSDVVZLWKRUZLWKRXWPRGLFDWLRQVWKHIROORZLQJUHVROXWLRQDVDSpecial Resolution:
RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions, if any, of the Companies Act,
UHDGZLWK&RPSDQLHV,QFRUSRUDWLRQ5XOHVLQFOXGLQJDQ\VWDWXWRU\PRGLFDWLRQVRUUHHQDFWPHQWVWKHUHRIIRUWKH
time being in force), the new set of Articles of Association be and is hereby approved and adopted as new Articles of Association
RIWKH&RPSDQ\LQSODFHDQGLQH[FOXVLRQRIWKHH[LVWLQJ$UWLFOHVRI$VVRFLDWLRQRIWKH&RPSDQ\
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take all such steps and
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to the Articles of Association of the Company and further to do all such acts, deeds, matters and things as may be deemed
necessary to give effect to this resolution.
7RFRQVLGHUDQGLIWKRXJKWWWRSDVVZLWKRUZLWKRXWPRGLFDWLRQVWKHIROORZLQJUHVROXWLRQDVDQOrdinary Resolution:
RESOLVED THAT pursuant to the provisions of Section 181 and all other applicable provisions, if any, of the Companies
$FWUHDGZLWK&RPSDQLHV0HHWLQJVRI%RDUGDQGLWV3RZHUV5XOHVLQFOXGLQJDQ\VWDWXWRU\PRGLFDWLRQVRUUH
enactment(s) thereof for the time being in force), consent of the members of the Company be and is hereby accorded to the
Board of Directors of the Company to contribute, donate, subscribe or otherwise provide assistance from time to time to any
body, institution, society, person, trust or fund for any charitable or other purposes upto a total amount of ` 5 crores (Rupees Five
&URUHRQO\RURIWKH&RPSDQ\VDYHUDJHQHWSURWVRIWKHWKUHHLPPHGLDWHO\SUHFHGLQJQDQFLDO\HDUVZKLFKHYHULVKLJKHU
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds,
matters and things as may be necessary to give effect to the above resolution.
7RFRQVLGHUDQGLIWKRXJKWWWRSDVVZLWKRUZLWKRXWPRGLFDWLRQVWKHIROORZLQJUHVROXWLRQDVDSpecial Resolution:
RESOLVED THAT consent of the members of the Company be and is hereby accorded to appoint M/s. CB Management Services
3ULYDWH/LPLWHGKDYLQJLWV5HJLVWHUHG2IFHDW3%RQGHO5RDG.RONDWDDVWKH5HJLVWUDU6KDUH7UDQVIHU$JHQWV
RIWKH&RPSDQ\LQSODFHRIH[LWLQJ5HJLVWUDU6KDUH7UDQVIHU$JHQWV0V'DWDPDWLFV)LQDQFLDO6HUYLFHV/LPLWHG0XPEDL
ANNUAL REPORT 2013-14
J L MORISON
5
RESOLVED FURTHER THAT pursuant to the provisions of Section 94 and all other applicable provisions of the Companies Act,
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or re-enactment(s) thereof for the time being in force), consent of the members of the Company be and is hereby accorded
WR WKH %RDUG RI 'LUHFWRUV KHUHLQDIWHU UHIHUUHG WR DV %RDUG RI WKH &RPSDQ\ WR NHHS WKH 5HJLVWHU RI 0HPEHUV WRJHWKHU ZLWK
,QGH[RIPHPEHUVHWFPDLQWDLQHGDVSHUSURYLVLRQVRI6HFWLRQRIWKH$FWDQG5HJLVWHURI7UDQVIHUVDWWKHRIFHRI0V&%
0DQDJHPHQW6HUYLFHV3ULYDWH/LPLWHGKDYLQJLWV5HJLVWHUHG2IFHDW3%RQGHO5RDG.RONDWDDSODFHRWKHUWKDQ
WKH5HJLVWHUHG2IFHRIWKH&RPSDQ\IURPVXFKGDWHDVPD\EHGHWHUPLQHGE\WKH%RDUG
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may
be required for the purpose of giving effect to this resolution.
By Order of the Board of Directors
Place: Mumbai Kuldip Balasia
Date: 29
th
May, 2014 V. P. - Corporate & Company Secretary
5HJLVWHUHG2IFH
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 PROXIES, 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$SHUVRQFDQDFWDV3UR[\RQEHKDOIRIPHPEHUVQRWH[FHHGLQJIW\DQGKROGLQJLQWKH
aggregate not more than ten percent of the total share capital of the company carrying voting rights provided that a member
holding more than ten percent of the total share capital of the company carrying voting rights, may appoint a single person as
SUR[\DQGVXFKSHUVRQVKDOOQRWDFWDVSUR[\IRUDQ\RWKHUSHUVRQRUPHPEHU
7KH6WDWHPHQWSXUVXDQWWR6HFWLRQRIWKH&RPSDQLHV$FWLQUHVSHFWRIVSHFLDOEXVLQHVVLVDQQH[HGKHUHWRDQGIRUPV
part of the Notice.
&RUSRUDWHPHPEHUVDUHUHTXHVWHGWRVHQGGXO\FHUWLHGFRS\RIWKH%RDUG5HVROXWLRQSXUVXDQWWR6HFWLRQRIWKH&RPSDQLHV
Act, 2013 authorizing their representative to attend the Annual General Meeting.
4. Brief resume of the Directors proposed to be appointed/re-appointed at the ensuing Annual General Meeting in terms of Clause
RIWKH/LVWLQJ$JUHHPHQWLVDQQH[HGWRWKH1RWLFH
5. Members are requested to forward all Share Transfers and other communications to the Registrar & Share Transfer Agents
(RTA) of the Company and are further requested to always quote their Folio Number in all correspondences with the Company.
6. (a) Register of Members and the Share Transfer Books of the Company will remain closed from Wednesday, 10
th
September,
2014 to Thursday, 11
th
September, 2014 (both days inclusive) for determining the name of members eligible for dividend on
Equity Shares, if approved by the members at the ensuing Annual General Meeting.
(b) The dividend on Equity Shares, if declared at the Annual General Meeting, will be credited / dispatched between
22
nd
September, 2014 and 26
th
September, 2014 to those members whose names shall appear on the Companys Register
of Members on 11
th
September, 2014; 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
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Fund (IEPF) as required under Section 205-A and 205-C of the Companies Act, 1956. The balance amount lying in Unpaid
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in the month of November, 2014 as per the requirements under Section 124 of the Companies Act, 2013 read with
Companies (Declaration & Payment of Dividend) Rules, 2014. The members whose dividend remained unclaimed for
WKHDIRUHVDLGQDQFLDO\HDUDQGIROORZLQJQDQFLDO\HDUVDUHUHTXHVWHGWRFODLPLWLPPHGLDWHO\IURPWKH&RPSDQ\
8. Members are requested to bring their Attendance Slip along with their copy of Annual Report to the Meeting.
0HPEHUVZKRKROGVKDUHVLQGHPDWHULDOL]HGIRUPDUHUHTXHVWHGWREULQJWKHLU&OLHQW,'DQG'3,'IRUHDVLHULGHQWLFDWLRQRI
attendance at the meeting.
10. The members holding shares in identical order of names in more than one folio are requested to write to the Company/RTA
HQFORVLQJWKHLU6KDUH&HUWLFDWHVWRHQDEOHWKH&RPSDQ\WRFRQVROLGDWHWKHLUKROGLQJVLQRQHIROLRIRUEHWWHUVHUYLFHV
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 demat form may
update such details with their respective Depository Participants.
12. To comply with the provision of Section 88 of the Companies Act, 2013 read with Rule 3 of the Companies (Management and
Administration) Rule 2014, the Company is required to update its database by incorporating some additional details of its members.
ANNUAL REPORT 2013-14
J L MORISON

You are thus requested to submit your e-mail ID and other details vide the e-mail updation form attached in this Annual Report.
7KHVDPHFRXOGEHGRQHE\OOLQJXSDQGVLJQLQJDWWKHDSSURSULDWHSODFHLQWKHVDLGIRUPDQGUHWXUQLQJWKHVDPHE\SRVW
7KHHPDLO,'SURYLGHGVKDOOEHXSGDWHGVXEMHFWIRUVXFFHVVIXOYHULFDWLRQRI\RXUVLJQDWXUHVDVSHUUHFRUGDYDLODEOHZLWKWKH
RTA of the Company.
13. The Register of Directors Share holdings maintained under Section 170 and Register of Contract or arrangements in which
'LUHFWRUVDUHLQWHUHVWHGXQGHU6HFWLRQRIWKH&RPSDQLHV$FWDUHRSHQIRULQVSHFWLRQDWWKH5HJLVWHUHG2IFHRIWKH
&RPSDQ\GXULQJWKHRIFHKRXUVRQDOOZRUNLQJGD\VEHWZHHQDPDQGSPXSWRWKHGDWHRIWKH$QQXDO*HQHUDO
Meeting and will be open for inspection during the Annual General Meeting also.
14. Members desirous of getting any information about the accounts and operations of the Company are requested to address their
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the meeting so that the information required may be made readily available at the meeting.
15. The Notice of the 79
th
Annual General Meeting and instructions for e-voting and Assent/Dissent Form along with the Attendance
6OLSDQG3UR[\)RUPDUHEHLQJVHQWE\HOHFWURQLFPRGHWRDOOPHPEHUVZKRVHHPDLODGGUHVVDUHUHJLVWHUHGZLWKWKH&RPSDQ\
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.
In pursuance of Clause 49(IV) (G) of the Listing Agreement details of directors seeking appointment/re-appointment at
ensuing Annual General Meeting are as follows:
1. Mr. Raghu Nandan Mody, DJHG\HDUVLVDJUDGXDWHIURP&DPEULGJH8QLYHUVLW\+HKDVRYHU\HDUVRIH[SHULHQFHDVD
leading industrialist.
He is also director in Rasoi Ltd., Hindustan Composites Ltd., Indian Vanaspati Producers Association, Prabhukripa Overseas
/WGDQG5DVRL([SUHVV3YW/WG
+HLVDOVR([HFXWLYH&RPPLWWHH0HPEHURI$XWRPRWLYH&RPSRQHQWV0DQXIDFWXULQJ$VVRFLDWLRQRI,QGLD$&0$
He is a member of Audit Committee in Hindustan Composites Ltd. and Rasoi Ltd. and also member of Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Company.
As on 31
st
March, 2014, Mr. Raghu Nandan Mody holds 250 Equity Shares of the Company.
2. Mr. Bipin Vengsarkar, aged 56 years, is a Master in Science followed by Masters in Management studies from NMIMS, Bombay
University. +HUHWXUQHGDV([HFXWLYH'LUHFWRUDIWHUKLVHDUOLHUVWLQWZLWKWKH&RPSDQ\WLOO-DQXDU\
0U 9HQJVDUNDU KDV RYHU \HDUV RI H[SHULHQFH DW YDULRXV OHYHOV LQ 3URGXFWLRQ 6DOHV %UDQG *HQHUDO PDQDJHPHQW7KH
companies that he has worked are Roche, Voltas (including the Pepsi JV & Allwyn subsidiary), Scholl JVs (with Piramal & TTK-
/,*EHIRUHKLVHDUOLHUVWLQWLQ-/0IROORZHGE\'U2HWNHU)XQ)RRGV1REHO+\JLHQH+LVH[SHULHQFHVSDQVDFURVVYDULRXV
Consumer goods categories like Pharmaceuticals, Cosmetics, Food & Beverages, OTC Healthcare, Diapers & Refrigerators
working in both B-to-C & B-to-B space.
He is not director in any other company and does not hold any position as member/chairman in any Committees of the Company.
As on 31
st
March, 2014, Mr. Bipin Vengsarkar does not hold any share in the Company.
3. Mr. Brij Gopal Roy, aged 74 years, is Management Consultant and Chartered Accountant by profession has held various senior
positions in a leading German MNC - Siemens Ltd. in the areas of Finance, Accounting, Organisation, Telecom and General
Management. He was also Managing Director of Siemens Telematik Ltd., Calcutta and Siemens Telecom Ltd., New Delhi at
GLIIHUHQWWLPHVRIKLVFDUHHUDQGSRVVHVVHVULFKDQGYDULHGH[SHULHQFHLQ6HQLRU0DQDJHPHQWIXQFWLRQV+HZDVDOVR5HJLRQDO
Director of the Calcutta chapter of Indo-German Chamber of Commerce.
He is also director in Rasoi Ltd., Otto Projects Pvt. Ltd., Berlins Bakery Pvt. Ltd., S.G.N. Technologies India Pvt. Ltd., Synergy
Industrial Services Pvt. Ltd. and Witzenmann (India) Pvt. Ltd.
He does not hold any position as member/chairman in any Committees in the companies, where he is a director.
Mr. Brij Gopal Roy does not hold any shares in the Company.
4. Mrs. Sakshi ModyDJHG\HDUVKDVGRQH%DFKHORUVIURPWKH8QLYHUVLW\RI9LUJLQLD86$DQGKDVDZLGHUDQJHRIH[SHULHQFH
working in different types of media like print, television, online and Public Relations. She joined the Company in April 2011 as
General Manager - Corporate and has been looking after the Own Brands Division as Business Head since than.
She is also director in Alipore Consultants Ltd.
She does not hold any position as member/chairman in any Committees in the companies, where she is a director.
Mrs. Sakshi Mody does not hold any shares in the Company.
5. Mr. Atul Tandan, aged 66 years, Director of the Company, is B. Tech from IIT Bombay and PGDBA from IIM Ahmedabad. He
KDVULFKDQGYDULHGH[SHULHQFHLQ6WUDWHJLF0DUNHWLQJ
He is also director in ASAPP Media Private Limited, Cadila Pharmaceuticals Limited and IPFonline Limited. He is Chairman of
Stakeholders Relationship Committee and member of Audit Committee and Nomination and Remuneration Committee of the
Company.
As on 31
st
March, 2014, Mr. Atul Tandan holds 100 Equity Shares of the Company.
ANNUAL REPORT 2013-14
J L MORISON

6. Mr. Sanjay Kothari, aged 50 years, is Chartered Accountant, Cost Accountant and Company Secretary and has also done
'LSORPDLQ%XVLQHVV)LQDQFH+HKDV\HDUVRIH[SHULHQFHLQ)LQDQFH7D[DWLRQ
The details of his directorships in the other companies and chairmanship/membership in Committees of other companies
including the Company are as mentioned below:
Sr.
No.
Name of the Companies Details of directorship/chairmanship/
membership in Companies
1. Sound Capital Markets Limited Director
2. Chartered Finance & Leasing Limited Director
3. System International Private Limited Director
4. Anantroop Financial Advisory Services Private Limited Director
5. Dwarkadhish Trading Private Limited Director
6. Shriram Properties Private Limited Director
7. Clean Science and Technology Private Limited Director
8. The West Coast Paper Mills Limited Director and
Member Audit Committee
Member Nomination & Remuneration Committee
9. Golden Quadrilateral Financial Advisory Services Private
Limited
Director
10. Parthasarathi Financial Advisory Services Private Limited Director
11. Kartavya Financial Advisory Services Private Limited Director
12. Parthasarathi Investment Advisors Private Limited Director
13. Tathastu Financial Advisory Services Private Limited Director
14. J. L. Morison (India) Limited Director and
Member Audit Committee
Member Nomination & Remuneration Committee
Member Stakeholders Relationship Committee
As on 31
st
March, 2014, Mr. Sanjay Kothari does not hold any shares in the Company.
STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:
,WHP1RV
Mr. Bipin Vengsarkar was appointed as an Additional Director of the Company w.e.f. 1
st
November, 2013. Mr. Bipin Vengsarkar,
aged 56 years, is a Master in Science followed by Masters in Management studies from NMIMS, Bombay University. He returned as
([HFXWLYH'LUHFWRUDIWHUKLVHDUOLHUVWLQWZLWKWKH&RPSDQ\WLOO-DQXDU\
0U9HQJVDUNDUKDVRYHU\HDUVRIH[SHULHQFHDWYDULRXVOHYHOVLQ3URGXFWLRQ6DOHV%UDQG*HQHUDOPDQDJHPHQW7KHFRPSDQLHV
that he has worked are Roche, Voltas (including the Pepsi JV & Allwyn subsidiary), Scholl JVs (with Piramal & TTK-LIG), before
KLVHDUOLHUVWLQWLQ-/0IROORZHGE\'U2HWNHU)XQ)RRGV1REHO+\JLHQH+LVH[SHULHQFHVSDQVDFURVVYDULRXV&RQVXPHUJRRGV
categories like Pharmaceuticals, Cosmetics, Food & Beverages, OTC Healthcare, Diapers & Refrigerators working in both B-to-C &
B-to-B space.
Pursuant to the provisions of Section 260 of the Companies Act, 1956 read with Section 161 of the Companies Act, 2013, Mr. Bipin
9HQJVDUNDU KROGV RIFH DV VXFK XSWR WKH GDWH RI WKLV$QQXDO *HQHUDO 0HHWLQJ 7KH &RPSDQ\ KDV UHFHLYHG D QRWLFH DORQJ ZLWK
UHTXLVLWHGHSRVLWIURPDPHPEHUXQGHU6HFWLRQRIWKH&RPSDQLHV$FWSURSRVLQJKLVFDQGLGDWXUHIRUWKHRIFHRI'LUHFWRU
0U%LSLQ9HQJVDUNDULVDOVRDSSRLQWHGDVDQ([HFXWLYH'LUHFWRURIWKH&RPSDQ\IRUWKHSHULRGRIWKUHH\HDUVZHI
st
November,
2013 on the terms and conditions as provided in the resolution as set out at item no. 6 of the Notice.
The Board recommends the resolutions as set out at item nos. 5 & 6 of the Notice for your approval.
([FHSW 0U %LSLQ 9HQJVDUNDU QRQH RI WKH 'LUHFWRUV .H\ 0DQDJHULDO 3HUVRQQHO RI \RXU &RPSDQ\ RU UHODWLYHV RI 'LUHFWRUV .H\
Managerial Personnel are concerned or interested in the said resolutions.
,WHP1R
Mr. Brij Gopal Roy was appointed as an Additional Director of the Company w.e.f. 29
th
May, 2014. Mr. Brij Gopal Roy, aged 74 years,
is Management Consultant and Chartered Accountant by profession has held various senior positions in a leading German MNC -
Siemens Ltd. in the areas of Finance, Accounting, Organisation, Telecom and General Management. He was also Managing Director
of Siemens Telematik Ltd., Calcutta and Siemens Telecom Ltd., New Delhi at different times of his career and possesses rich and
YDULHGH[SHULHQFHLQVHQLRUPDQDJHPHQWIXQFWLRQV+HZDVDOVR5HJLRQDO'LUHFWRURIWKH&DOFXWWDFKDSWHURI,QGR*HUPDQ&KDPEHU
of Commerce.
3XUVXDQWWRWKHSURYLVLRQVRI6HFWLRQRIWKH&RPSDQLHV$FW0U%ULM*RSDO5R\KROGVRIFHDVVXFKXSWRWKHGDWHRIWKLV
Annual General Meeting. The Company has received a notice along with requisite deposit from a member under Section 160 of the
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ANNUAL REPORT 2013-14
J L MORISON
8
In terms of provisions of Section 149 and 152 of the Companies Act, 2013 which became effective from 1
st
April, 2014, an Independent
Director of a Company can be appointed for a term of 5 consecutive years and he shall not be liable to retire by rotation.
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in the Act and the rules made thereunder and is independent of the management.
The Board recommends the resolution as set out at item no. 7 of the Notice for your approval.
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Managerial Personnel are concerned or interested in the said resolution.
Item Nos.8 & 9:
Mrs. Sakshi Mody was appointed as an Additional Director of the Company w.e.f. 29
th
May, 2014. Mrs. Sakshi Mody, aged 29 years,
KDVGRQH%DFKHORUVIURPWKH8QLYHUVLW\RI9LUJLQLD86$DQGKDVDZLGHUDQJHRIH[SHULHQFHZRUNLQJLQGLIIHUHQWW\SHVRIPHGLDOLNH
print, television, online and Public Relations.
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Annual General Meeting. The Company has received a notice along with requisite deposit from a member under Section 160 of the
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0UV6DNVKL0RG\LVDOVRDSSRLQWHGDVDQ([HFXWLYH'LUHFWRURIWKH&RPSDQ\IRUWKHSHULRGRIWKUHH\HDUVZHI
th
May, 2014
on the terms and conditions as provided in resolution as set out at item no. 9 of the Notice.
The Board recommends the resolutions as set out at item nos. 8 & 9 of the Notice for your approval.
([FHSW0UV6DNVKL0RG\QRQHRIWKH'LUHFWRUV.H\0DQDJHULDO3HUVRQQHORI\RXU&RPSDQ\RUUHODWLYHVRI'LUHFWRUV.H\0DQDJHULDO
Personnel are concerned or interested in the said resolutions.
Item Nos.10 & 11:
Mr. Atul Tandan and Mr. Sanjay Kothari were appointed as Independent Directors of the Company on 18
th
June, 2003 and 5
th
August,
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In terms of provisions of Section 149 and 152 of the Companies Act, 2013 which became effective from 1
st
April, 2014, an Independent
Director of a Company can be appointed for a term of 5 consecutive years and he shall not be liable to retire by rotation.
To comply with the above provisions, it is proposed to appoint Mr. Atul Tandan and Mr. Sanjay Kothari as Independent Directors of
WKH&RPSDQ\WRKROGRIFHDVVXFKIRUDSHULRGXSWR
st
March, 2019, who shall not be liable to retire by rotation.
Mr. Atul Tandan and Mr. Sanjay Kothari have given the requisite declarations pursuant to Section 149(7) of the Companies Act, 2013,
to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. The Company
has also received notices along with requisite deposit under Section 160 of the Companies Act, 2013 proposing their candidature
IRUWKHRIFHRI,QGHSHQGHQW'LUHFWRU
,QWKHRSLQLRQRIWKH%RDUG0U$WXO7DQGDQDQG0U6DQMD\.RWKDULSURSRVHGWREHDSSRLQWHGDV,QGHSHQGHQW'LUHFWRUVIXOOOWKH
FRQGLWLRQVVSHFLHGLQWKH$FWDQGWKHUXOHVPDGHWKHUHXQGHUDQGDUHLQGHSHQGHQWRIWKHPDQDJHPHQW
Brief resume of the Independent Directors proposed to be appointed as stipulated under the Clause 49 of the Listing Agreement with
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to the Notice.
The Board recommends the resolutions as set out at item nos. 10 & 11 of the Notice for your approval.
([FHSW0U$WXO7DQGDQDQG0U6DQMD\.RWKDULQRQHRIWKH'LUHFWRUV.H\0DQDJHULDO3HUVRQQHORI\RXU&RPSDQ\RUUHODWLYHVRI
Directors/ Key Managerial Personnel are concerned or interested in the said resolutions.
Item Nos.12 & 13:
In order to meet the future requirements of funds, which may arise on account of the plans/programs/business, the Company
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borrowings, the Company may be required to create charge/mortgage/hypothecation on all or any of its movable and/or immovable
assets, both present and future as may be required from time to time.
In terms of the provisions of Section 180(1)(c) &180(1)(a) of the Companies Act, 2013, the Company needs to take approval of
members of the Company for increasing the borrowing powers and authority to create charge / mortgage on the assets of the
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it is proposed to take your approval for a limit upto ` 100 Crores.
The Board recommends the resolutions as set out at item nos.12 & 13 of the Notice for your approval.
None of the Directors, Key Managerial Personnel of your Company or relatives of Directors/ Key Managerial Personnel are concerned
or interested in the said resolutions.
Item no. 14:
The Articles of Association (AoA) of the Company as presently in force are based on the Companies Act, 1956 and several regulations
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2013, various provisions of the Companies Act, 1956 have become ineffective and in view of the same, the AoA of the Company
ANNUAL REPORT 2013-14
J L MORISON
9
needs to be re-aligned as per the provisions of the new Act.
The Board of Directors at its meeting held on 29
th
May, 2014 decided to incorporate/substitute/alter certain provisions as per the latest
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GHFLGHGWRDGRSWDQHZVHWRI$R$LQSODFHRIDQGLQH[FOXVLRQWRWKHH[LVWLQJ$R$RIWKH&RPSDQ\
In terms of Section 14 of the Companies Act, 2013, the consent of the Members by way of Special Resolution is required for adoption
of new set of AoA of the Company.
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GXULQJWKHRIFHKRXUVRQDOOZRUNLQJGD\VEHWZHHQDPDQGSPXSWRWKHGDWHRIWKH$QQXDO*HQHUDO0HHWLQJDQGGXULQJ
the Annual General Meeting.
The Board recommends the resolution as set out at item no. 14 of the Notice for your approval.
None of the Directors, Key Managerial Personnel of your Company or relatives of Directors/ Key Managerial Personnel are concerned
or interested in the said resolution.
Item No. 15:
Your Company, in view of its obligation to the society at large, feels that it should contribute and / or subscribe from time to time
for charitable or other purposes. In terms of the provisions of Section 181 of the Companies Act, 2013, any amount contributed to
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QDQFLDO\HDUVQHHGSULRUDSSURYDORIWKHPHPEHUVRIWKH&RPSDQ\,WLVWKHUHIRUHQHFHVVDU\WRREWDLQDSSURYDORIWKHPHPEHUVRI
WKH&RPSDQ\IRUWKHFRQWULEXWLRQVWREHPDGHE\WKH&RPSDQ\LQH[FHVVRIWKHOLPLWVSUHVFULEHGXQGHUWKHVDLG6HFWLRQ
Approval of the members is sought for making such contributions from time to time as may be decided by the Board.
The Board recommends the resolution as set out at item no. 15 of the Notice for your approval.
None of the Directors, Key Managerial Personnel of your Company or relatives of Directors/ Key Managerial Personnel are concerned
or interested in the said resolution.
,WHP1R
Presently, M/s. Datamatics Financial Services Limited, Mumbai is working as Registrar & Share Transfer Agents (RTA) of the
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In order to provide effective services in a timely manner and for the convenience of the shareholders at large, the Company is
proposing to change its RTA from M/s. Datamatics Financial Services Limited, Mumbai to M/s. CB Management Services Private
Limited, Kolkata.
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RI6HFWLRQRIWKH$FWDQG5HJLVWHURI7UDQVIHUVVKRXOGEHNHSWDWWKH5HJLVWHUHG2IFHRIWKH&RPSDQ\+RZHYHUWKH&RPSDQ\
E\SDVVLQJD6SHFLDO5HVROXWLRQFDQNHHSWKHVHUHFRUGVDWDSODFHRWKHUWKDQLWV5HJLVWHUHG2IFH
+HQFHWKHDSSURYDORIWKHPHPEHUVLVVRXJKWLQWHUPVRI6HFWLRQRIWKH$FWIRUNHHSLQJRIWKHDERYHUHIHUUHGUHFRUGVDWWKHRIFH
RI0V&%0DQDJHPHQW6HUYLFHV3ULYDWH/LPLWHG.RONDWDEHLQJDSODFHRWKHUWKDQWKH5HJLVWHUHG2IFHRIWKH&RPSDQ\
The Board recommends the resolution as set out at item no. 16 of the Notice for your approval.
None of the Directors, Key Managerial Personnel of your Company or relatives of Directors/ Key Managerial Personnel are concerned
or interested in the said resolution.
$'',7,21$/,1)250$7,21)25,7(012V
The details as required under proviso (iv) to Clause B of Part II of Schedule V to the Companies Act, 2013 are given below:
I. General Information:
1. Nature of Industry The Company is engaged in the business of marketing and distribution
of personal care, life style and FMCG products.
2. 'DWH RU H[SHFWHG GDWH RI FRPPHQFHPHQW RI
commercial production
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3. ,Q FDVH RI QHZ FRPSDQLHV H[SHFWHG GDWH RI
commencement of activities as per project
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prospectus
N.A.
4. Financial performance based on given indicators EPS: ` 17.30
Return on Networth: 3.14%
5. Foreign investments or collaborations, if any. Nil
ANNUAL REPORT 2013-14
J L MORISON
10
II. Information about the appointees:
A. Mr. Bipin Vengsarkar
1. Background details Mr. Bipin Vengsarkar, aged 56 years, is a Master in Science followed by Masters in
Management studies from NMIMS, Bombay University. +HUHWXUQHGDV([HFXWLYH'LUHFWRU
after his earlier stint with the Company till January 2009. Mr. Vengsarkar has over 30
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The companies that he has worked are Roche, Voltas (including the Pepsi JV & Allwyn
subsidiary), Scholl JVs (with Piramal & TTK-LIG), before his earlier stint in JLM followed by
'U2HWNHU)XQ)RRGV1REHO+\JLHQH+LVH[SHULHQFHVSDQVDFURVVYDULRXV&RQVXPHU
goods categories like Pharmaceuticals, Cosmetics, Food & Beverages, OTC Health care,
Diapers & Refrigerators working in both B-to-C & B-to-B space.
2. Past Remuneration ` 30,00,000/- per annum
3. Recognition or awards 0U%LSLQ9HQJVDUNDULVKDYLQJJRRGH[SHULHQFHLQWKHLQGXVWU\LQZKLFKWKH&RPSDQ\
operates.
4. -RESUROHDQGKLVVXLWDELOLW\ Being a professional (Master in Science and Masters in Management studies) and
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5. Remuneration proposed `SHUDQQXPDSSUR[
6. &RPSDUDWLYHUHPXQHUDWLRQSUROH
with respect to industry, size
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position and person (in case of
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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
No relationship with any promoter, directors or managerial personnel.
B. Mrs. Sakshi Mody
1. Background details Mrs. Sakshi Mody, aged 29 years, has done Bachelors from the
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working in different types of media like print, television, online and
Public Relations.
2. Past Remuneration ` 24,00,000/- per annum
3. Recognition or awards 0UV 6DNVKL 0RG\ LV KDYLQJ JRRG H[SHULHQFH LQ WKH LQGXVWU\ LQ
which the Company operates.
4. -RESUROHDQGKHUVXLWDELOLW\ %HLQJDSURIHVVLRQDO0%$DQGKDYLQJH[SHULHQFHZLWK&RPSDQ\
she will be able to discharge her responsibilities.
5. Remuneration proposed ` SHUDQQXPDSSUR[
6. &RPSDUDWLYH UHPXQHUDWLRQ SUROH ZLWK UHVSHFW WR
LQGXVWU\VL]HRIWKHFRPSDQ\SUROHRIWKHSRVLWLRQ
DQGSHUVRQLQFDVHRIH[SDWULDWHVWKHUHOHYDQWGHWDLOV
would be with respect to the country of her 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
She belongs to promoter group of the Company.
III. Other information:
1. 5HDVRQVRIORVVRULQDGHTXDWHSURWV N.A.
2. Steps taken or proposed to be taken for improvement N.A.
3. ([SHFWHG LQFUHDVH LQ SURGXFWLYLW\ DQG SURWV LQ
measurable terms.
N.A.
By Order of the Board of Directors
Place: Mumbai Kuldip Balasia
Date: 29
th
May, 2014 V. P. - Corporate & Company Secretary
5HJLVWHUHG2IFH
Rasoi Court,
20, Sir R. N. Mukherjee Road,
Kolkata - 700 001
ANNUAL REPORT 2013-14
J L MORISON
11
DIRECTORS REPORT
To
The Members
J. L. Morison (India) Limited
Your Directors have pleasure in presenting the 79
th
Annual Report
DQG)LQDQFLDO6WDWHPHQWVRIWKH&RPSDQ\IRUWKHQDQFLDO\HDU
ended on 31
st
March, 2014.
FINANCIAL HIGHLIGHTS:
(` in Lacs)
Sr.
No.
Particulars Current
Year
ended on
31/03/2014
Previous
Year
ended on
31/03/2013
1. Total Revenue (net) 9,392.86 11,973.27
2. 3URWEHIRUH)LQDQFH&RVW
Depreciation & Amortization
H[SHQVHVDQGWD[
475.74 409.93
3. Finance Cost 43.98 107.87
4. Depreciation and Amortization
H[SHQVHV
107.56 101.03
5. 3URWEHIRUHH[FHSWLRQDOLWHPVDQG
WD[
324.20 201.03
6. 3URYLVLRQIRUWD[ 90.01 58.41
7. 3URWDIWHUWD[ 234.19 142.62
8. %DODQFHRISURWDVSHUODVW
Balance Sheet
160.81 34.05
9 Balance available for appropriation 395.00 176.67
10. Proposed dividend 13.65 13.65
11. 'LYLGHQG7D[ 2.32 2.21
12. Transfer to General Reserve - -
13. Transfer to Balance Sheet 379.03 160.81
DIVIDEND:
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recommend a dividend of ` 1/- (10%) per share (Previous year
` 1/- (10%) per share) for the year 2013-2014.
PERFORMANCE:
All the 3 divisions of the Company performed quite well,
considering the highly competitive categories that they operate in.
Health Care This Division primarily focuses on the specialized
Oral Care category and is dominated by the long & trusted
EUDQG RI (PRIRUP PDGH XQGHU OLFHQVH IURP 'U :LOG &R
Switzerland. The medicated toothpaste for sensitive teeth sold
under this brand has been consistently growing over the last
few years inspite of aggressive OTC promotions and mass
advertising by International brands.
The division through its Professional sales team shares a good
rapport and relations with Dentists who support the brand
EHFDXVHRILWVHIFDF\
Life Style This Division caters to the selling & distribution needs
of 2 international partners viz.,
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Deo Body Sprays & EDT Perfumes.
+2<8 -DSDQ IRU LWV %LJHQ UDQJH RI +DLU FRORXU
products.
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EUDQG LV JUDGXDOO\ QGLQJ DFFHSWDQFH DQG +2<8 FRQWLQXHV
to invest heavily in the range to ensure steady growth over
the coming years. This is being viewed as the range for future
growth and is being very aggressively supported through TV
DGYHUWLVLQJDQG7UDGHVXSSRUW7KHEUDQG%LJHQKDVUHFRUGHG
the highest growth this year. The other products in the range
have also shown good growth.
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this category both in the General Trade & Modern Trade. In spite
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has shown growth in the Channels that the Division operates.
A major breakthrough was achieved with the signing of a new
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the house of Shahnaz Husain in December 2013. It will be a
renewed launch in the coming Financial year with a totally new-
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fairer plus healthier skin. The Division is fully geared to meet the
challenges in this highly competitive category.
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%DE\FDUHUDQJHXQGHUWKH0RULVRQV%DE\'UHDPVEUDQGDQG
the efforts made in the last couple of years has resulted in good
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appliances, the Company has also forayed in to a new range
of products like Breast pumps, Nipple shields /pullers for the
mothers.
7KH&RPSDQ\FRQWLQXHVWRH[SORUHQHZHURSSRUWXQLWLHVDQGVKDOO
assign the same to the respective Divisions depending on the
infrastructural strength of each to match the Category/Channel.
DIRECTORS:
During the period under review, the Board of Directors of the
Company appointed Mr. Bipin Vengsarkar as an Additional
'LUHFWRUDQGDOVRDVDQ([HFXWLYH'LUHFWRURIWKH&RPSDQ\IRUD
period of 3 (three) years w.e.f. 1
st
November 2013. Further, the
Board of Directors of the Company appointed Mr. Brij Gopal Roy
and Mrs. Sakshi Mody as Additional Directors of the Company
w.e.f. 29
th
May 2014. Mrs. Sakshi Mody is also appointed as an
([HFXWLYH'LUHFWRURIWKH&RPSDQ\IRUDSHULRGRIWKUHH\HDUV
w.e.f. 29
th
May 2014.
In terms of provisions of Section 161 of the Companies Act, 2013,
Mr. Bipin Vengsarkar, Mr. Brij Gopal Roy and Mrs. Sakshi Mody
KROG RIFH DV VXFK XS WR WKH GDWH RI HQVXLQJ$QQXDO *HQHUDO
Meeting of the Company. The Company has received notices
from member under Section 160 of the Companies Act, 2013
together with necessary deposit proposing their candidature for
WKHRIFHRI'LUHFWRURIWKH&RPSDQ\7KH%RDUGUHFRPPHQGV
for their appointment as Directors of the Company.
In accordance with the provisions of Section 152 of the
Companies Act, 2013 read with Companies (Management &
Administration) Rules, 2014 and Articles of Association of the
Company, Mr. Raghu Nandan Mody, Chairman of the Company,
retires by rotation and being eligible, offers himself for re-
appointment.
In terms of the provisions of Section 149 and 152 of the
Companies Act, 2013 read with Companies (Management &
Administration) Rules, 2014 which became effective from 1
st
April, 2014, an Independent Director of a Company can be
appointed for a term of 5 consecutive years and shall not be
liable to retire by rotation. To comply with these provisions, it
is proposed to appoint Mr. Atul Tandan and Mr. Sanjay Kothari
as ,QGHSHQGHQW'LUHFWRUVRIWKH&RPSDQ\WRKROGRIFHDVVXFK
ANNUAL REPORT 2013-14
J L MORISON
12
upto 31
st
March, 2019 and Mr. Brij Gopal Roy as an Independent
'LUHFWRU RI WKH &RPSDQ\ WR KROG RIFH DV VXFK XSWR
th
May,
2019, who shall not be liable to retire by rotation.
The Company has received declarations from all the Independent
'LUHFWRUVRIWKH&RPSDQ\FRQUPLQJWKDWWKH\PHHWWKHFULWHULD
of independence as prescribed under sub-section (6) of Section
149 of the Companies Act, 2013 and Clause 49 of the Listing
$JUHHPHQW HQWHUHG ZLWK WKH 6WRFN ([FKDQJHV <RXU %RDUG
recommends for their appointment as Independent Directors of
the Company in terms of the provisions of the Companies Act,
2013.
Mr. Shamsunder Aggarwal and Mr. Varunn Mody, Directors of the
Company resigned from the Directorship of the Company w.e.f.
13
th
February, 2014 and 29
th
May, 2014 respectively. The Board
places on record its appreciation for their valuable contribution
made during their tenure as Directors of the Company.
Brief resume of the Directors proposed to be appointed/
re-appointed as stipulated under Clause 49 of the Listing
$JUHHPHQW HQWHUHG ZLWK WKH 6WRFN ([FKDQJHV DUH JLYHQ LQ WKH
Notice convening 79
th
Annual General Meeting.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted or
renewed any public deposits within the meaning of Section 58A
and 58AA of the Companies Act, 1956.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 217(2AA) of the
Companies Act, 1956, the Board of Directors of the Company
KHUHE\FRQUPVWKDW
a) The applicable Accounting Standards have been followed
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have been given wherever necessary;
b) The Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at
WKHHQGRIWKHQDQFLDO\HDUHQGHGRQ
st
March, 2014 and
RIWKHSURWVRIWKH&RPSDQ\IRUWKDWSHULRG
F 7KH 'LUHFWRUV KDG WDNHQ SURSHU DQG VXIFLHQW FDUH IRU WKH
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities; and
d) The Directors have prepared the Annual Accounts on a
going concern basis.
STATUTORY AUDITORS:
M/s. Haribhakti & Co., Chartered Accountants, Mumbai, the
6WDWXWRU\ $XGLWRUV RI \RXU &RPSDQ\ KROG VXFK RIFH XSWR WKH
conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment. The Company has received a
letter from them to the effect that they are willing to continue
as Statutory Auditors and if re-appointed, their re-appointment
would be within the limits prescribed under Section 139 of the
Companies Act, 2013.
Your Directors recommend the re-appointment of M/s. Haribhakti
& Co., Chartered Accountants, Mumbai as Statutory Auditors
RI WKH &RPSDQ\ WR KROG RIFH IURP WKH FRQFOXVLRQ RI WKH
HQVXLQJ $QQXDO *HQHUDO 0HHWLQJ XSWR WKH FRQFOXVLRQ RI QH[W
$QQXDO*HQHUDO0HHWLQJRIWKH&RPSDQ\DQGWRDXGLWQDQFLDO
VWDWHPHQWVIRUWKHQDQFLDO\HDU
STOCK EXCHANGES:
The Companys shares are listed at BSE Limited, The Calcutta
6WRFN ([FKDQJH$VVRFLDWLRQ /LPLWHG DQG WKH %DQJDORUH 6WRFN
([FKDQJH/LPLWHGDQGWKH$QQXDO/LVWLQJ)HHVIRUWKH\HDU
KDVEHHQSDLGWRDOOWKH6WRFN([FKDQJHV
SECRETARIAL COMPLIANCE CERTIFICATE:
As required under the provisions of Section 383A of the
&RPSDQLHV $FW 6HFUHWDULDO &RPSOLDQFH &HUWLFDWH
received from M/s. Manish Ghia & Associates, Practicing
&RPSDQ\6HFUHWDULHV0XPEDLIRUWKHQDQFLDO\HDU
LVDQQH[HGKHUHZLWKDQGIRUPVSDUWRIWKLV$QQXDO5HSRUW
CORPORATE GOVERNANCE:
As required under Clause 49 of the Listing Agreement entered
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$QDO\VLV5HSRUWDQG&RUSRUDWH*RYHUQDQFH5HSRUWDUHDQQH[HG
herewith and form part of this Report.
INFORMATION UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has constituted an Internal Complaint Committee
XQGHU 6HFWLRQ RI WKH 6H[XDO +DUUDVKPHQW RI :RPHQ $FW
Workplace (Prevention, Prohibition and Redressal) Act ,
'XULQJ WKH \HDU QR FRPSODLQW ZDV OHG EHIRUH WKH VDLG
Committee.
PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In view of the nature of business activities currently being carried
out by the Company, your Directors have nothing to report as
required under the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 with respect to
Conservation of Energy, Technology Absorption.
'HWDLOVRIWRWDOIRUHLJQH[FKDQJHXVHGDQGHDUQHG
(Amount ` in Lacs)
Particulars 2013-2014 2012-2013
)RUHLJQ([FKDQJH8VHG 2,037.28 3,363.23
)RUHLJQ([FKDQJH(DUQHG Nil Nil
PARTICULARS OF EMPLOYEES:
1R HPSOR\HH ZDV LQ UHFHLSW RI UHPXQHUDWLRQ H[FHHGLQJ WKH
limits as prescribed under the provisions of Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975, as amended; hence no such
particulars are furnished.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude and deep
appreciation for the continued support and co-operation received
by the Company from the Shareholders, Bankers, Trade Partners
and Employees and look forward for their continued support in
the future as well.
For and on behalf of the Board of Directors
Place: Mumbai Bipin Vengsarkar Sakshi Mody
Date: 29
th
May, 2014 Executive Director Executive Director
ANNUAL REPORT 2013-14
J L MORISON
13
FORM
[See Rule 3]
COMPLIANCE CERTIFICATE
&RUSRUDWH,GHQWLW\1R /:%3/&
Authorised Share Capital : ` 30,000,000/-
To,
The Members,
J. L. Morison (India) Limited
20, Rasoi Court,
Sir R. N. Mukherjee Road,
Kolkata 700 001
:HKDYHH[DPLQHGWKHUHJLVWHUVUHFRUGVERRNVDQGSDSHUVRI
M/s. J. L. Morison (India) Limited (the Company) as required
WR EH PDLQWDLQHG XQGHU WKH &RPSDQLHV $FW the Act)
and applicable provisions of the Companies Act, 2013 and the
rules made thereunder and also the provisions contained in the
Memorandum and Articles of Association of the Company for the
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st
0DUFKWKHQDQFLDO\HDU
,QRXURSLQLRQDQGDFFRUGLQJWRWKHH[DPLQDWLRQFDUULHGRXWE\
XVDQGH[SODQDWLRQVIXUQLVKHGWRXVE\WKH&RPSDQ\LWVRIFHUV
and agents, and to the best of our knowledge and belief, we
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1. The Company has kept and maintained the registers
as stated in Annexure A WR WKLV FHUWLFDWH DV SHU WKH
provisions of the Act and the rules made thereunder and
necessary entries therein have been duly recorded.
7KH&RPSDQ\KDVGXO\OHGWKHIRUPVDQGUHWXUQVZLWKWKH
Registrar of Companies, West Bengal, Kolkata as stated
in Annexure B WR WKLV FHUWLFDWH ZLWKLQ WKH WLPH OLPLW DV
prescribed under the Act and the rules made thereunder.
7KH&RPSDQ\ZDVQRWUHTXLUHGWROHDQ\IRUPVDQGUHWXUQV
with the Regional Director, Company Law Board, Central
Government or any other authorities prescribed under the
Act.
3. The Company, being a Public Limited Company has
minimum prescribed paid-up share capital. As on 31
st
March, 2014, the paid up share capital of the Company was
` 5XSHHV 2QH &URUH 7KLUW\ 6L[ /DFV )LIW\
Thousand Three Hundred Forty only) and the restrictive
provisions of Section 3(1)(iii) of the Act are not applicable to
the Company.
4. The Board of Directors duly met YH times on 10
th
May,
2013, 8
th
August, 2013, 24
th
September, 2013, 28
th
October,
2013 and 13
th
February, 2014 and as per information and
H[SODQDWLRQJLYHQE\WKHPDQDJHPHQWSURSHUQRWLFHVZHUH
given and the proceedings were properly recorded and
signed, including the circular resolutions passed, in the
Minutes Book maintained for the purpose.
5. The Company has closed its Register of Members from
23
rd
September, 2013 to 24
th
September, 2013 (both
GD\V LQFOXVLYH GXULQJ WKH QDQFLDO \HDU DQG QHFHVVDU\
compliance of Section 154 of the Act has been made.
7KH $QQXDO *HQHUDO 0HHWLQJ IRU WKH QDQFLDO \HDU HQGHG
on 31
st
March, 2013 was held on 24
th
September, 2013,
after giving due notice to the members of the Company and
the resolutions passed thereat were duly recorded in the
Minutes Book maintained for the purpose.
1R ([WUD 2UGLQDU\ *HQHUDO 0HHWLQJ ZDV KHOG GXULQJ WKH
QDQFLDO\HDU
8. The Company has not advanced any loan to its Directors or
SHUVRQVRUUPVRUFRPSDQLHVUHIHUUHGXQGHUWKHSURYLVLRQV
of Section 295 of the Act read with Section 185 of the
&RPSDQLHV$FWGXULQJWKHQDQFLDO\HDU
9. The Company has not entered into any contracts falling
within the purview of Section 297 of the Act during the
QDQFLDO\HDU
10. The Company has made necessary entries in the register
maintained under Section 301 of the Act.
11. The Company has obtained necessary approval of Board of
Directors pursuant to provisions of Section 314 of the Act.
The Company was not required to obtain any approval from
Members or the Central Government pursuant to provisions
RI6HFWLRQRIWKH$FWGXULQJWKHQDQFLDO\HDU
12. The duly constituted Committee of Directors has approved
WKHLVVXHRIGXSOLFDWHVKDUHFHUWLFDWHV
13. The Company has:
L GHOLYHUHGDOOWKHVKDUHFHUWLFDWHVRQORGJHPHQWRIWUDQVIHU
transmission of securities in accordance with the provisions
of the Act;
(ii) deposited the amount of dividend declared in a separate
Bank Account on
th
September, 2013ZKLFKLVZLWKLQYH
days from the date of declaration of such dividend;
(iii) paid dividend to all members within a period of 30 (thirty)
days from the date of declaration and that all unclaimed /
unpaid dividend has been transferred to Un-paid Dividend
Account of the Company held with Kotak Mahindra Bank
Limited, Mumbai;
(iv) transferred a sum of ` 61,780/- lying in the unclaimed
GLYLGHQGDFFRXQWSHUWDLQLQJWRWKHQDQFLDO\HDU
to Investor Education and Protection Fund; and
(v) has duly complied with the requirements of Section 217 of
the Act.
14. The Board of Directors of the Company is duly constituted
and the appointment of directors retiring by rotation was
duly made. Mr. Bipin Vengsarkar was appointed as an
$GGLWLRQDO 'LUHFWRU ([HFXWLYH ZHI
st
November, 2013.
Mr. Shamsunder Aggarwal resigned from the directorship
of the Company w.e.f. 14
th
February, 2014. There was no
DSSRLQWPHQW RI GLUHFWRU DOWHUQDWH GLUHFWRU RU GLUHFWRU WR OO
FDVXDOYDFDQF\GXULQJWKHQDQFLDO\HDU
'XULQJ WKH QDQFLDO \HDU XQGHU UHYLHZ WKH &RPSDQ\ KDV
appointed Mr. Bipin Vengsarkar as Whole-time Director of
the Company for a period of 3 years w.e.f. 1
st
November,
2013 in compliance with the provisions of Section 269 read
with Schedule XIII of the Act.
ANNUAL REPORT 2013-14
J L MORISON
14
16. The Company has not appointed any sole selling agent
GXULQJWKHQDQFLDO\HDU
'XULQJWKHQDQFLDO\HDUXQGHUUHYLHZWKH&RPSDQ\ZDVQRW
required to obtain any approval of the Central Government,
Company Law Board, Regional Director, Registrar or such
other authorities prescribed under the various provisions of
the Act.
7KH 'LUHFWRUV KDYH GLVFORVHG WKHLU LQWHUHVW LQ RWKHU UPV
/ companies to the Board of Directors pursuant to the
provisions of the Act and the rules made thereunder.
19. The Company has not issued shares/debentures/other
VHFXULWLHVGXULQJWKHQDQFLDO\HDU
20. The Company has not bought back any shares during the
QDQFLDO\HDU
21. The Company has not issued any preference shares /
debentures; hence the question of their redemption does
not arise.
22. There were no transactions which necessitates the
Company to keep in abeyance the rights to dividend, rights
shares and bonus shares pending registration of transfer of
shares.
23. The Company has not invited / accepted any deposits
LQFOXGLQJ DQ\ XQVHFXUHG ORDQV GXULQJ WKH QDQFLDO \HDU
falling within the purview of Section 58A and Section
58AA of the Act read with the Companies (Acceptance of
Deposit) Rules, 1975 / the applicable directions issued by
the Reserve Bank of India / any other authorities.
7KHDPRXQWERUURZHGE\WKH&RPSDQ\GXULQJWKHQDQFLDO
year was within the borrowing limits as prescribed under
Section 293(1)(d) of the Act read with Section 180 (1) (c) of
the Companies Act, 2013.
25. The Company has made loans to other bodies corporate
GXULQJ WKH QDQFLDO \HDU LQ FRPSOLDQFH ZLWK WKH SURYLVLRQV
of Section 372A of the Act and has made necessary entries
in the register kept for the purpose. The Company has not
made any investment or given any guarantee or provided
VHFXULW\WRRWKHUERGLHVFRUSRUDWHGXULQJWKHQDQFLDO\HDU
26. The Company has not altered the provisions of its
Memorandum of Association with respect to situation of
LWV UHJLVWHUHG RIFH IURP RQH VWDWH WR DQRWKHU GXULQJ WKH
QDQFLDO\HDU
27. The Company has not altered the provisions of its
Memorandum of Association with respect to its objects
GXULQJWKHQDQFLDO\HDU
28. The Company has not altered the provisions of its
Memorandum of Association with respect to its name during
WKHQDQFLDO\HDU
29. The Company has not altered the provisions of its
Memorandum of Association with respect to its share capital
GXULQJWKHQDQFLDO\HDU
30. The Company has not altered its Articles of Association
GXULQJWKHQDQFLDO\HDU
31. As informed by the company, no prosecution was initiated
against or show cause notices received by the company
or any other punishment was imposed on the company
GXULQJWKHQDQFLDO\HDUIRURIIHQFHVXQGHUWKH$FWH[FHSW
componding of offence Committed for violation of Section
291 (1) of the Act.
32. The Company has not received any money as security from
LWVHPSOR\HHVGXULQJWKHQDQFLDO\HDU
33. The Company has deposited both employees and
employers contribution to Provident Fund with prescribed
authorities pursuant to Section 418 of the Act.
For Manish Ghia & Associates
Company Secretaries
Manish L. Ghia
Place: Mumbai Partner
Date: 29
th
0D\ 01R)&6&31R
ANNEXURE A
Registers as maintained by the Company:
(i) Register of Charges under Section 143 of the Act.
(ii) Register of Members under Section 150 of the Act.
LLL ,QGH[RI0HPEHUVXQGHU6HFWLRQRIWKH$FW
(iv) Register and Returns under Section 163 of the Act (including
copies of all annual returns prepared under Section 159 &
Section 160 of the Act)
(v) Minutes Book of the Meetings of Board of Directors,
Committees of the Board and General Meetings under
Section 193 of the Act.
(vi) Books of Accounts u/s 209 of the Act.
(vii) Register of Contracts and Disclosure of Directors Interest
under Section 301 of the Act.
(viii) Register of Directors/ Managing Director/ Manager/
Secretary under Section 303 of the Act.
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the Act.
[ 5HJLVWHU RI ,QYHVWPHQWV RU ORDQ PDGH RU JXDUDQWHH RU
security provided under Section 372A of the Act.
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[LL 5HJLVWHURI'LUHFWRUV$WWHQGDQFH
[LLL5HJLVWHURI6KDUHKROGHUV$WWHQGDQFH
[LY5HJLVWHU RI 5HQHZDO 6SOLW &RQVROLGDWLRQ DQG 'XSOLFDWH
6KDUH&HUWLFDWHV
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ANNUAL REPORT 2013-14
J L MORISON
15
ANNEXURE B
)RUPVDQGUHWXUQVOHGE\WKH&RPSDQ\GXULQJWKHQDQFLDO\HDUHQGHGRQ
st
March, 2014:
A. With the Registrar of Companies, West Bengal, Kolkata:
Sr.
No.
Form No. Relevant
Section / Rule
Description 'DWHRIOLQJ Whether
OHGZLWKLQ
prescribed
time Yes/No
If delay in
OLQJZKHWKHU
requisite
additional fee
paid Yes / No
/ N.A.
1. 17 138 Particulars of satisfaction of charge
created in favour of Canara Bank
for ` 4 Crores w.e.f. 22
nd
March,
2013 (Charge ID 10172765)
4
th
April, 2013 Yes N.A.
2. 8 125 3DUWLFXODUVRIPRGLFDWLRQRI&KDUJH
created in favour of consortium
lead by Canara Bank, Mumbai
400 018 on 10
th
June, 2013. Vide
WKLV PRGLFDWLRQ RXW RI WKH WKUHH
consortium members (namely
&DQDUD %DQN %DQN RI ,QGLD DQG
&RUSRUDWLRQ %DQN WKH FUHGLW
IDFLOLW\ H[WHQGHG E\ &RUSRUDWLRQ
Bank has been repaid fully and the
credit facility provided by Canara
Bank and Bank of India continue
for an amount of ` 48,50,00,000.
(Charge ID 80016543)
4
th
July, 2013 Yes N.A.
3. 8 125 3DUWLFXODUVRIPRGLFDWLRQRI&KDUJH
created in favour of consortium
lead by Canara Bank, Mumbai
400 018 on 10
th
June, 2013. Vide
WKLV PRGLFDWLRQ RXW RI WKH WKUHH
consortium members (namely
&DQDUD %DQN %DQN RI ,QGLD DQG
&RUSRUDWLRQ %DQN WKH FUHGLW
IDFLOLW\ H[WHQGHG E\ &RUSRUDWLRQ
Bank has been paid fully and the
credit facility provided by Canara
Bank and Bank of India continue
for an amount of ` 48,50,00,000.
(Charge ID 10063403)
4
th
July, 2013 Yes N.A.
4. 8 125 3DUWLFXODUVRIPRGLFDWLRQRI&KDUJH
created in favour of consortium
lead by Canara Bank, Mumbai
400 018 on 19
th
June, 2013. Vide
WKLV PRGLFDWLRQ RXW RI WKH WZR
consortium members (namely
&DQDUD%DQNDQG%DQNRI,QGLD
WKHFUHGLWIDFLOLW\H[WHQGHGE\%DQN
of India has been paid fully and the
credit facility provided by Canara
Bank continue for an amount
of ` 48,50,00,000/-. (Charge ID
80016543)
4
th
July, 2013 Yes N.A.
ANNUAL REPORT 2013-14
J L MORISON

5. 8 125 3DUWLFXODUV RI PRGLFDWLRQ RI


Charge created in favour of
consortium lead by Canara Bank,
Mumbai 400 018 on 19
th
June,
9LGH WKLV PRGLFDWLRQ RXW
of the two consortium members
QDPHO\&DQDUD%DQNDQG%DQNRI
,QGLD WKH FUHGLW IDFLOLW\ H[WHQGHG
by Bank of India has been paid
fully and the credit facility provided
by Canara Bank continue for an
amount of ` 48,50,00,000. (Charge
ID 10063403)
4
th
July, 2013 Yes N.A.
6. 5INV Rule 3 of IEPF
(Uploading of
information
regarding unpaid
and unclaimed
amounts lying
with Companies)
Rules, 2012.
Statement of unclaimed and unpaid
dividend as on Annual General
Meeting held on 13
th
September,
2012.
6
th
July, 2013 Yes N.A.
7. 21 621A Filing of Order of the Company Law
Board, Kolkata Bench passed on
22
nd
August, 2013 u/s 621A of the
Act for compounding of offence
under Section 211(2) of the Act.
4
th
September,
2013
Yes N.A.
8. 21 621A Filing of Order of the Company Law
Board, Kolkata Bench passed on
22
nd
August, 2013 u/s 621A of the
Act for compounding of offence
under Section 217 of the Act.
4
th
September,
2013
Yes N.A.
9. 66 383A &RPSOLDQFH &HUWLFDWH IRU WKH
QDQFLDO\HDUHQGHGRQ
st
March,
2013.
25
th
September,
2013
Yes N.A.
10. 21 621A Filing of Order of the Regional
Director, Eastern Region at Kolkata
passed on 6
th
September, 2013 u/s
621A of the Act for compounding of
offence under Section 299 of the Act.
28
th
September,
2013
Yes N.A.
11. 23AC &
23ACA
XBRL
220 Schedule VI (Annual Accounts)
IRU WKH QDQFLDO \HDU HQGHG
st
March, 2013.
19
th
October,
2013
Yes N.A.
12. 20B 159 Schedule V (Annual Return) as on
the date of Annual General Meeting
i.e. 24
th
September, 2013.
22
nd
October,
2013
Yes N.A.
13. 8 125 3DUWLFXODUV RI PRGLFDWLRQ RI
Charge created in favour of
Canara Bank, Mumbai 400 018
on 30
th
September, 2013. Vide this
PRGLFDWLRQ WKH FKDUJH FUHDWHG
on the property situated at Flat
No.803, Kanti Apts., Bandra,
Mumbai has been released by the
bank and overall credit facilities has
been reduced from ` 48,50,00,000
to ` 19,40,00,000/-. (Charge ID
10063403)
23
rd
October,
2013
Yes N.A.
ANNUAL REPORT 2013-14
J L MORISON

14. 8 125 3DUWLFXODUV RI PRGLFDWLRQ RI


Charge created in favour of
Canara Bank, Mumbai 400 018
on 30
th
September, 2013. Vide
WKLV PRGLFDWLRQ WKH RYHUDOO FUHGLW
facilities has been reduced from
` 48,50,00,000 to ` 19,40,00,000/-.
(Charge ID 80016543).
23
rd
October,
2013
Yes N.A.
15. 1INV 205C Particulars of transfer of unclaimed
/ unpaid Dividend of ` 61,780/-
SHUWDLQLQJ WR QDQFLDO \HDU
2006 to the Investor Education and
Protection Fund.
12
th
November,
2013
Yes N.A.
16. 32 303 (2) Particulars of appointment of Mr.
Bipin Vengsarkar as an Additional
'LUHFWRU ([HFXWLYH ZHI VW
November, 2013.
23
rd
November,
2013
Yes N.A.
17. 23 192 Particulars of Board resolution
passed on 28
th
October, 2013
for appointment of Mr. Bipin
Vengsarkar as Whole-time Director
of the Company for a period of 3
years w.e.f. 1
st
November, 2013.
23
rd
November,
2013
Yes N.A.
18. 25C 269 (2) Return of appointment of Mr. Bipin
Vengsarkar as Whole-time Director
of the Company for a period of 3
years w.e.f. 1
st
November, 2013.
9
th
December,
2013
Yes N.A.
19. 5INV Rule 3 of IEPF
(Uploading of
information
regarding unpaid
and unclaimed
amounts lying
with Companies)
Rules, 2012.
Statement of unclaimed and unpaid
dividend as on Annual General
Meeting held on 24
th
September,
2013.
9
th
December,
2013
Yes N.A.
20. 21 621A Filing of Order of the Company Law
Board, Kolkata Bench passed on
2
nd
January, 2014 u/s 621A of the
Act for compounding of offence
under Section 291 of the Act.
7
th
January,
2014
Yes N.A.
21. 32 303 (2) Particulars of resignation of Mr.
Shamsunder Aggarwal from the
post of Director w.e.f. 14
th
February,
2014.
10
th
March,
2014
Yes N.A.
B. :LWKWKH2IFHRIWKH5HJLRQDO'LUHFWRU(DVWHUQ5HJLRQ%HQFKDW.RONDWD1LO
& :LWKWKH2IFHRIWKH&HQWUDO*RYHUQPHQWDW1HZ'HOKL1LO
D. With any other Authorities as prescribed under the Act : Nil
ANNUAL REPORT 2013-14
J L MORISON
18
REPORT ON CORPORATE GOVRNANCE
1. COMPANYS PHILOSOPHY ON CODE OF CONDUCT:
The Company is committed to benchmarking itself with the best in all areas including Corporate Governance. The Companys
SKLORVRSK\RI&RUSRUDWH*RYHUQDQFHLVDLPHGDWVWUHQJWKHQLQJWKHFRQGHQFHDPRQJVKDUHKROGHUVFXVWRPHUVHPSOR\HHVDQG
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 31
st
March, 2014, the
%RDUGRI'LUHFWRUVFRPSULVHGRIWRWDOYH'LUHFWRUVRXWRIZKLFKWZRZHUH,QGHSHQGHQW'LUHFWRUVWZRZHUH1RQ([HFXWLYH
1RQ,QGHSHQGHQW'LUHFWRUVDQGRQHZDV([HFXWLYH'LUHFWRU0U6KDPVXQGHU$JJDUZDODQ,QGHSHQGHQW'LUHFWRUUHVLJQHG
from the Directorship of the Company w.e.f. 14
th
February, 2014. The Board of Directors of the Company in its Board
Meeting held on 29
th
May, 2014 has appointed Mr. Brij Gopal Roy as an Independent Director of the Company, within
stipulated period of 180 days as per the provision of the Listing Agreement. Hence, the Company comply with the provisions
of Clause 49 of the Listing Agreement with respect to composition of the Board.
None of the Independent Directors has 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 Chairman in more than 5
Committees, across all companies in which they are director.
b) Board Procedure:
The agenda is prepared in consultation with the Chairman of the Board and the Chairman of the other Committees. The
agenda for the meetings of the Board and its Committees, together with the appropriate supporting documents are circulated
well in advance of the meeting.
Matters discussed at Board meeting generally relates to Companys performance, quarterly /half yearly results of the
Company, review of the reports of the Internal Auditors, Audit Committee and compliances with their recommendations,
suggestions, non-compliance of any regulatory, statutory or listing requirements etc.
Attendance at the Board Meetings and the last Annual General Meeting:
The Board Meeting dates are decided well in advance and communicated to Directors to enable them to plan for their
schedule in order to attend the meetings.
'XULQJWKH\HDUXQGHUUHYLHZWKH%RDUGRI'LUHFWRUVPHWYHWLPHVYL]
th
May, 2013, 8
th
August, 2013, 24
th
September,
2013, 28
th
October, 2013 and 13
th
)HEUXDU\$VVWLSXODWHGWKHJDSEHWZHHQWZR%RDUGPHHWLQJVGLGQRWH[FHHGIRXU
months.
7KHGHWDLOVRIFRPSRVLWLRQDQGFDWHJRU\RI'LUHFWRUVWKHLUDWWHQGDQFHDWHDFK%RDUGPHHWLQJKHOGGXULQJWKHQDQFLDO\HDU
2013-2014 and at the last Annual General Meeting, their directorships in other companies and membership / chairmanship
in Committees are as follows:
Name Category Attendance at
Board Meetings
Directorship in
other
Public Limited
Companies
1
Membership /
Chairmanship of
Committees
(including Company)
2
Attendance
at A.G.M.
held on 24
th
September,
2013
Held Attended Director Chairman Member
Mr. Raghu
Nandan Mody
1RQ([HFXWLYH
Non Independent
5 1 3 - 5 Yes
Mr. Varunn
Mody
1RQ([HFXWLYH
Non Independent
5 4 1 - - No
Mr. Bipin
Vengsarkar
(w.e.f. 1
st
November
2013)
([HFXWLYH'LUHFWRU 1 1 - - - N.A.
Mr. Shamsunder
Aggarwal (upto
13
th
February,
2014)
Independent 5 1 1 - - Yes
Mr. Sanjay
Kothari
Independent 5 4 3 1 1 No
Mr. Atul Tandan Independent 5 5 2 1 1 Yes
ANNUAL REPORT 2013-14
J L MORISON
19
1. The directorship held by directors as mentioned above do not include Alternate Directorships and Directorships of Foreign
&RPSDQLHV6HFWLRQ&RPSDQLHVDQG3ULYDWH&RPSDQLHVH[FHSWRIWKHGLUHFWRUZKRKDVUHVLJQHGGXULQJWKH\HDUDQGIRU
whom details as on 31
st
March, 2014 are not available.
2. Membership/Chairmanship of only the Audit Committee and Stakeholders Relationship Committee of all public Limited
Companies has been considered.
3. AUDIT COMMITTEE:
As on 31
st
0DUFK WKH &RPPLWWHH FRPSULVHG RI WZR LQGHSHQGHQW 'LUHFWRUV DQG RQH 1RQ([HFXWLYH 1RQ ,QGHSHQGHQW
'LUHFWRUKDYLQJQDQFLDOEDFNJURXQGDQGNQRZOHGJHLQWKHEXVLQHVVRIWKH&RPSDQ\
The Audit Committee met four times viz. 10
th
May, 2013, 8
th
August, 2013, 28
th
October, 2013 and 13
th
February, 2014 during the
year under review. The number of meetings attended by each member during the year ended 31
st
March, 2014 is as follows:
Name of the member Designation No. of Meetings
Held Attended
Mr. Sanjay Kothari Chairman 4 4
Mr. Atul Tandan Member 4 4
Mr. Shamsunder Aggarwal (upto 13
th
February, 2014) Member 4 -
Mr. Raghu Nandan Mody (w.e.f. 14
th
February, 2014) Member - -
0U6RKDQ6DUGD*HQHUDO0DQDJHU)LQDQFH&RPSOLDQFH2IFHU0DQDJHUXQGHU&RPSDQLHV$FWRIWKH&RPSDQ\
acts as Secretary to the Committee.
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.
The brief description of terms of reference is as follows:
2YHUVHHLQJ WKH &RPSDQ\V QDQFLDO UHSRUWLQJ SURFHVV DQG WKH GLVFORVXUH RI LWV QDQFLDO LQIRUPDWLRQ WR HQVXUH WKDW WKH
QDQFLDOVWDWHPHQWLVFRUUHFWVXIFLHQWDQGFUHGLEOH
5HYLHZLQJZLWKPDQDJHPHQWWKHDQQXDOQDQFLDOVWDWHPHQWVEHIRUHVXEPLVVLRQWRWKH%RDUGIRUDSSURYDOZLWKSDUWLFXODU
reference to:
Matters required to be included in the Directors Responsibility Statement are included in the Directors Report in terms
of clause (2AA) of Section 217 of the Companies Act, 1956.
Changes, if any, in accounting policies and practices and reasons for the same.
0DMRUDFFRXQWLQJHQWULHVLQYROYLQJHVWLPDWHVEDVHGRQWKHH[HUFLVHRIMXGJPHQWE\WKHPDQDJHPHQW
6LJQLFDQWDGMXVWPHQWVPDGHLQWKHQDQFLDOVWDWHPHQWVDULVLQJRXWRIDXGLWQGLQJV
&RPSOLDQFHZLWKOLVWLQJDQGRWKHUOHJDOUHTXLUHPHQWVUHODWLQJWRQDQFLDOVWDWHPHQWV
Disclosure of related party transactions.
4XDOLFDWLRQVLQGUDIWDXGLWUHSRUW
5HYLHZZLWKPDQDJHPHQWTXDUWHUO\KDOI\HDUO\\HDUO\QDQFLDOVWDWHPHQWVEHIRUHVXEPLVVLRQWRWKH%RDUGIRUDSSURYDO
5HFRPPHQGLQJWKHDSSRLQWPHQWUHDSSRLQWPHQWUHPRYDORIVWDWXWRU\DXGLWRUV[DWLRQRIDXGLWIHHVDQGDOVRDSSURYDORI
payments for any other services.
5HYLHZLQJZLWKPDQDJHPHQW6WDWXWRU\DQGLQWHUQDODXGLWRUVDGHTXDF\RIWKHLQWHUQDOFRQWUROV\VWHPV
'LVFXVVLQJZLWKLQWHUQDODQGVWDWXWRU\DXGLWRUVRIDQ\VLJQLFDQWQGLQJVDQGIROORZXSWKHUHRQDQGUHYLHZLQJWKHUHSRUWV
furnished by them.
5HYLHZLQJWKH&RPSDQ\VQDQFLDODQGULVNPDQDJHPHQWSROLFLHV
&RPSOLDQFHZLWKWKH6WRFN([FKDQJHVDQGOHJDOUHTXLUHPHQWVFRQFHUQLQJQDQFLDOVWDWHPHQWV
&DUU\LQJRXWVXFKRWKHUIXQFWLRQDVPD\EHVSHFLFDOO\UHIHUUHGWRWKH&RPPLWWHHE\WKH%RDUGRI'LUHFWRUVDQGRURWKHU
Committees of Directors of the Company.
4. REMUNERATION COMMITTEE (now known as Nomination and Remuneration Committee):
The broad terms of reference of the Nomination and Remuneration Committee are to recommend the Companys policy on
UHPXQHUDWLRQSDFNDJHVIRUWKH0DQDJLQJ'LUHFWRU([HFXWLYH'LUHFWRUVUHYLHZLQJWKHVWUXFWXUHVGHVLJQDQGLPSOHPHQWDWLRQRI
remuneration policy in respect of key management personnel.
The Nomination and Remuneration Committee met twice during the year viz. 10
th
May, 2013 and 28
th
October, 2013. The
composition of the Committee as on 31
st
0DUFKDQGQXPEHURIPHHWLQJVDWWHQGHGE\HDFKPHPEHUGXULQJWKHQDQFLDO
year ended on that date is as follows:
ANNUAL REPORT 2013-14
J L MORISON
20
Name of the member Designation No. of Meetings
Held Attended
Mr. Shamsunder Aggarwal
(upto 13
th
February, 2014)
Chairman 2 -
Mr. Atul Tandan
(w.e.f. 14
th
February, 2014)
Chairman 2 2
Mr. Sanjay Kothari Member 2 2
Mr. Raghu Nandan Mody
(w.e.f. 14
th
February ,2014)
Member - -
The Board of Directors of the Company at its Meeting held on 29
th
May, 2014, had re-christened the Remuneration Committee
as the Nomination and Remuneration Committee, to comply with the provisions of Section 178 of the Companies Act, 2013 (the
Act) and the Companies (Meetings of Board and its Powers) Rules, 2014 (the Rules).
0U6RKDQ6DUGD*HQHUDO0DQDJHU)LQDQFH&RPSOLDQFH2IFHU0DQDJHUXQGHU&RPSDQLHV$FWRIWKH&RPSDQ\
DFWVDV6HFUHWDU\WRWKH&RPPLWWHH1RQHRIWKH1RQ([HFXWLYH'LUHFWRUVDUHEHLQJSDLGDQ\UHPXQHUDWLRQH[FHSWVLWWLQJIHHV
Details of remuneration/sitting fees paid to Directors during the year ended 31
st
March, 2014 and shares held by them on that
date are as follows:
Name of Directors Salary
(`)
Perquisites or
Allowances (`)
Contribution to
PF & others (`)
Stock
option
Sitting
fees (`)
Total
Remuneration
(`)
Total
no. of
shares
held
Mr. Raghu Nandan Mody Nil Nil Nil Nil 5,000 5,000 250
Mr. Atul Tandan Nil Nil Nil Nil 67,000 67,000 100
Mr. Varunn Mody Nil Nil Nil Nil 20,000 20,000 135
Mr. Shamsunder Aggarwal Nil Nil Nil Nil 5,000 5,000 Nil
Mr. Sanjay Kothari Nil Nil Nil Nil 62,000 62,000 Nil
Mr. Bipin Vengsarkar 5,89,511 4,23,270 70,742 Nil - 10,83,523 Nil
5. INVESTORS GRIEVANCE CUM SHARE TRANSFER COMMITTEE (now known as Stakeholders Relationship Committee):
The Stakeholders Relationship Committee met four times viz. 10
th
May, 2013, 8
th
August, 2013, 28
th
October, 2013 and 13
th
February, 2014 during the year under review. The composition of the Committee as on 31
st
March, 2014 and the number of
meetings attended by each member during the year ended on that date is as follows:
Name of the Member Designation No. of Meetings
Held Attended
Mr. Atul Tandan Chairman 4 4
Mr. Raghu Nandan Mody Member 4 -
Mr. Sanjay Kothari Member 4 4
The Board of Directors of the Company at its Meeting held on 29
th
May, 2014, had re-christened the Investors Grievance Cum
Share Transfer Committee as the Stakeholders Relationship Committee, to comply with the provisions of Section 178 of the
Companies Act, 2013 (the Act) and the Companies (Meetings of Board and its Powers) Rules, 2014 (the Rules).
0U6RKDQ6DUGD*HQHUDO0DQDJHU)LQDQFH&RPSOLDQFH2IFHU0DQDJHUXQGHU&RPSDQLHV$FWRIWKH&RPSDQ\
acts as Secretary to the Committee.
The Committee meets as and when required to deal with the matters relating to monitoring and redressal of complaints from
shareholders relating to transfer, non-receipt of Annual Report, etc.
The Committee is also empowered to consider and approve the physical transfers, transmissions, transposition, issue of
GXSOLFDWHFHUWLFDWHVFRQVROLGDWLRQVSOLWUHQHZDORIVKDUHFHUWLFDWHVHWF
At the beginning of the year Received during the year Resolved during the year Pending
- 45 45 -
1DPHDQG'HVLJQDWLRQRI&RPSOLDQFH2IFHU
0U6RKDQ6DUGD*HQHUDO0DQDJHU)LQDQFH0DQDJHUXQGHU&RPSDQLHV$FWLVWKH&RPSOLDQFH2IFHURIWKH&RPSDQ\
ANNUAL REPORT 2013-14
J L MORISON
21
GENERAL BODY MEETINGS:
The details of last three Annual General Meetings are given below:
Financial Year Date of AGM Time Location of the meeting
2010 - 2011 5
th
August, 2011 12.00 Noon Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017
2011 - 2012 13
th
September, 2012 11.00 A.M. Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017
2012 - 2013 24
th
September, 2013 11.30 A.M. Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017
Details of Special Resolutions passed in last three Annual General Meetings:
AGM held on 5
th
August, 2011: For alteration of Articles of Association of the Company.
AGM held on 13
th
September, 2012:
a) For approving the appointment of Mr. Sohan Sarda as Manager of the Company.
b) For approving the appointment of Mrs. Sakshi Mody, relative of Directors as General Manager-Corporate of the
Company.
AGM held on 24
th
September, 2013: No special resolution passed.
1RVSHFLDOUHVROXWLRQZDVSDVVHGWKURXJK3RVWDO%DOORWGXULQJWKHQDQFLDO\HDU1RQHRIWKHEXVLQHVVSURSRVHGWREH
transacted in the ensuing Annual General Meeting require a special resolution passing through Postal Ballot.
DISCLOSURES:
a) Related party transactions:
5HODWHGSDUW\WUDQVDFWLRQVDUHGHQHGDVWUDQVDFWLRQVRIWKH&RPSDQ\RIPDWHULDOQDWXUHKDGZLWKSURPRWHUVGLUHFWRUVRU
with their relatives etc.
The transactions with the related parties, as per the requirements of the Accounting Standard 18, are disclosed in Notes on
Accounts, forming part of the Annual Report.
1RQHRIWKHWUDQVDFWLRQVZLWKDQ\RIWKHUHODWHGSDUWLHVZHUHLQFRQLFWZLWKWKHLQWHUHVWRIWKH&RPSDQ\
b) Compliance by the Company:
7KH &RPSDQ\ KDV FRPSOLHG ZLWK WKH UHTXLUHPHQWV RI WKH 6WRFN ([FKDQJHV 6(%, DQG RWKHU VWDWXWRU\ DXWKRULWLHV RQ DOO
matters relating to capital market during the last three years. No penalties or strictures have been imposed on the Company
E\WKH6WRFN([FKDQJHV6(%,RURWKHUVWDWXWRU\$XWKRULWLHV
c) Whistle-Blower Policy:
Though there is no formal Whistle-Blower Policy, the Company takes cognizance of complaints made and suggestions
given by the employees and others. None of the employees were denied to access the Audit Committee.
d) Code of Conduct:
The Company has laid down a Code of Conduct for the Directors and Senior Management Personnel of the Company.
The code has been posted on the website of the Company. A declaration to the effect that the Directors, Senior Managerial
SHUVRQQHODQGHPSOR\HHVKDYHDGKHUHGWRWKHVDPHVLJQHGE\0U%LSLQ9HQJVDUNDU([HFXWLYH'LUHFWRURIWKH&RPSDQ\
IRUPVSDUWRIWKLV$QQXDO5HSRUWZKLFKDORQJZLWKWKHFHUWLFDWHIURP$XGLWRUVRIWKH&RPSDQ\RQFRPSOLDQFHRI&ODXVH
RIWKH/LVWLQJ$JUHHPHQWE\WKH&RPSDQ\LVDQQH[HGWRWKLV$QQXDO5HSRUW
e) Disclosure of Accounting treatment:
,Q WKH SUHSDUDWLRQ RI WKH QDQFLDO VWDWHPHQW WKH &RPSDQ\ KDV IROORZHG DFFRXQWLQJ VWDQGDUGV LVVXHG E\ ,QVWLWXWH RI WKH
&KDUWHUHG$FFRXQWDQWVRI,QGLDWRWKHH[WHQWDSSOLFDEOH
f) Disclosure of Risk management:
The Company has initiated the risk assessment and minimization procedure.
g) &(2&)2&HUWLFDWLRQ
$FHUWLFDWHIURP0U%LSLQ9HQJVDUNDU([HFXWLYH'LUHFWRUDQG0U6RKDQ6DUGD&KLHI)LQDQFLDO2IFHURQWKHQDQFLDO
statements of the Company for year ended 31
st
March, 2014 was placed before the Board.
h) Review of Directors Responsibility Statement:
7KH%RDUGLQLWVUHSRUWKDVFRQUPHGWKDWWKHDQQXDODFFRXQWVIRUWKH\HDUHQGHG
st
March, 2014 have been prepared
DV SHU DSSOLFDEOH$FFRXQWLQJ 6WDQGDUGV DQG SROLFLHV DQG WKDW VXIFLHQW FDUH KDV EHHQ WDNHQ IRU PDLQWDLQLQJ DGHTXDWH
accounting records.
8. MEANS OF COMMUNICATION:
7KH&RPSDQ\VTXDUWHUO\KDOI\HDUO\$QQXDOUHVXOWVDUHSXEOLVKHGLQQHZVSDSHUVYL])LQDQFLDO([SUHVV(QJOLVKDQG$DMNDO
(Bengali). Half yearly reports are not being sent to each household of shareholders. These results are displayed on the Companys
website: www.jlmorison.com under investor section. The Company has not made any presentations to any Institutional Investor
or to the analysts during the year under review.
Management Discussion and Analysis Report is a part of this Annual Report.
ANNUAL REPORT 2013-14
J L MORISON
22
9. GENERAL INFORMATION FOR SHAREHOLDERS:
a) Date, time and venue of ensuing Annual General Meeting: Date : 11
th
September, 2014
Time : 11.00 a.m.
Venue : Kala Kunj, 48, Shakespeare Sarani, Kolkata
700 017.
b) Financial Calendar (2014 2015): i) First quarterly Results - by 14
th
August, 2014
ii) Second Quarterly Results - by 14
th
November, 2014
iii) Third Quarterly Results - by 14
th
February, 2015
iv) Fourth quarterly/yearly Results - by 30
th
May, 2015
c) Date of Book Closure: 10
th
September, 2014 to 11
th
September, 2014 (both days inclusive)
d) Dividend payment date: Credit/dispatch between 22
nd
September, 2014 and 26
th
September, 2014
e) Listing on Stock Exchanges: 1. BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001.
7KH &DOFXWWD 6WRFN ([FKDQJH$VVRFLDWLRQ /LPLWHG /\RQV 5DQJH .RONDWD
700 001.
%DQJDORUH6WRFN([FKDQJH/LPLWHG6WRFN([FKDQJH7RZHUV1R
st
Cross,
J. C. Road, Bangalore 560 027.
f) Stock Code: BSE Limited 506522
g) ISIN for NSDL & CDSL: INE430D01015
h) Stock Market Price Data: The monthly high and low quotations of shares traded on the BSE Limited, Mumbai
GXULQJHDFKPRQWKLQQDQFLDO\HDUDUHDVIROORZV
Month Volume*
(No. of Shares)
Price of shares of the
Company at BSE (`)*
BSE Sensex*
(Points)
High Low High Low
April - 2013 149 386.00 344.00 19,622.68 18,144.22
May - 2013 3310 394.15 350.00 20,443.62 19,451.26
June - 2013 427 400.00 356.30 19,860.19 18,467.16
July - 2013 516 414.00 390.00 20,351.06 19,126.82
August - 2013 2009 419.95 390.00 19,569.20 17,448.71
September - 2013 1342 419.80 385.05 20,739.69 18,166.17
October - 2013 324 429.00 400.00 21,205.44 19,264.72
November 2013 1305 428.70 390.00 21,321.53 20,137.67
December 2013 39654 449.95 400.00 21,483.74 20,568.70
January - 2014 8689 404.20 368.10 21,409.66 20,343.78
February - 2014 351 408.00 350.00 21,140.51 19,963.12
March - 2014 1894 398.00 350.05 22,467.21 20,920.98
*Source: www.bseindia.com
23,000
22,000
21,000
20,000
19,000
18,000
17,000
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15,000
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575
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ANNUAL REPORT 2013-14
J L MORISON
23
i) Share Transfer System:
All shares sent or transferred in physical form are registered by the Registrar and Share Transfer Agents (RTA) within 15
days of the lodgment, if documents, are found in order. Shares under objection are returned within two weeks. All requests
IRUGHPDWHULDOL]DWLRQRIVKDUHVSURFHVVHGDQGWKHFRQUPDWLRQLVJLYHQWRWKHUHVSHFWLYHGHSRVLWRULHVLH1DWLRQDO6HFXULWLHV
Depository Limited (NSDL) and Central Depository Services Limited (CDSL) within 21 days.
j) Category wise distribution of Equity shareholding as at 31
st
March, 2014:
Category Number of shares
held
Percentage of
Shareholding (%)
(A) Shareholding of Promoter and Promoter Group
(1) Indian
(a) Individuals/ Hindu Undivided Family 385 0.03
(b) Central Government/ State Government(s) - -
(c) Bodies Corporate 9,97,356 73.06
(d) Financial Institutions/ Banks - -
(e) Any Other (specify)Trust - -
Sub-Total (A)(1)
(2) Foreign
(a) Individuals (Non-Resident Individuals/ Foreign Individuals) - -
(b) Bodies Corporate - -
(c) Institutions - -
(d) Any Other (specify) - -
Sub-Total (A)(2) - -
Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)
(B) Public shareholding
(1) Institutions - -
Sub-Total (B)(1) - -
(2) Non-institutions
(a) Bodies Corporate 1,01,976 7.47
(b) Individuals -
i. Individual shareholders holding nominal share capital up to ` 1 lakh.
ii. ,QGLYLGXDOVKDUHKROGHUVKROGLQJQRPLQDOVKDUHFDSLWDOLQH[FHVVRI` 1 lakh.
1,83,641
55,232
13.45
4.05
(c) Non Resident Indians 1,144 0.08
(d) Foreign Corporate Bodies - -
(e) Any Other (specify)
i. Director
ii. Trust
100
25,200
0.01
1.85
Sub-Total (B)(2)
Total Public Shareholding (B)= (B)(1) +(B)(2)
TOTAL (A)+(B) 100.00
(C) Shares held by Custodians and against which Depository Receipts have
been issued
- -
GRAND TOTAL (A)+(B)+(C) 100.00
k) Distribution of shareholding as on 31
st
March, 2014:
Shares
From To
Number of
shareholders
% of total number of
shareholders
Total Number of
Shares
% of Total Number of
Shares
1 to 500 3505 97.93 144845 10.61
501 to 1000 35 0.98 27077 1.98
1001 to 5000 17 0.48 26816 1.97
5001 to 10000 4 0.11 28105 2.06
10001 & above 18 0.50 1138191 83.38
Total 100.00 100.00
ANNUAL REPORT 2013-14
J L MORISON
24
l) Dematerialization of Shares and Liquidity:
About 95.80% shares have been dematerialized as on 31
st
March, 2014. The Equity Shares of the Company are traded on BSE
/LPLWHG7KH&DOFXWWD6WRFN([FKDQJH$VVRFLDWLRQ/LPLWHGDQG%DQJDORUH6WRFN([FKDQJH/LPLWHG
7KH&RPSDQ\KDVSDLGWKH/LVWLQJIHHVIRUWKH\HDUWRDOOWKHVWRFNH[FKDQJHVRQZKLFKLWVVKDUHVDUHOLVWHG
m) Outstanding ADRS, GDRS, Warrants or any convertible instruments, conversion date and impact on Equity:
<RXU&RPSDQ\KDVQRWLVVXHGDQ\$'5V*'5VZDUUDQWVRUDQ\FRQYHUWLEOHLQVWUXPHQWVGXULQJWKHQDQFLDO\HDUHQGHG
st
March, 2014.
n) Registrar and Share Transfer Agent:
Datamatics Financial Services Limited
Plot No.B-5,Part B, Cross Lane,
MIDC, Marol, Andheri (East),
Mumbai 400 093
Phone: (022) 6671 2151
)D[
e-mail: corpequity@dfssl.com
o) Address for Investors Correspondence:
For any assistance regarding dematerialization of shares, share transfers, transmissions, change of address, non-receipt of
dividend or any address, non-receipt of dividend or any other query relating to shares, please write to:
J. L. Morison (India) Limited
Peninsula Business Park, Tower A,
8
th
Floor, Senapati Bapat Marg,
Lower Parel, Mumbai, 400 013
Phone : (022) 2497 5031, 6141 0300
)D[
e-mail: investors@jlmorison.com
Datamatics Financial Services Limited
Plot No.B-5,
Part B, Cross Lane,
MIDC, Marol, Andheri (East),
Mumbai 400 093.
Phone : (022) 6671 9645 / 6671 2188
)D[
e-mail: corpequity@dfssl.com
DECLARATION
,WLVKHUHE\GHFODUHGWKDWDOOWKH%RDUG0HPEHUVDQG6HQLRU0DQDJHPHQW3HUVRQQHORIWKH&RPSDQ\KDYHDIUPHGDGKHUHQFHWRDQG
compliance with the Code of Conduct laid down by the Company during the year ended 31
st
March, 2014.
For J. L. Morison (India) Limited
Bipin Vengsarkar
Executive Director
Place: Mumbai
Date: 29
th
May, 2014
ANNUAL REPORT 2013-14
J L MORISON
25
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
To
The Members of J. L. Morison (India) Limited
:HKDYHH[DPLQHGWKHFRPSOLDQFHRIFRQGLWLRQVRI&RUSRUDWH*RYHUQDQFHE\-/0RULVRQ,QGLD/LPLWHGIRUWKH\HDUHQGHGRQ
st
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7KH FRPSOLDQFH RI FRQGLWLRQV RI FRUSRUDWH JRYHUQDQFH LV WKH UHVSRQVLELOLW\ RI WKH PDQDJHPHQW 2XU H[DPLQDWLRQ ZDV OLPLWHG WR
procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of the Corporate
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,QRXURSLQLRQDQGWRWKHEHVWRIRXULQIRUPDWLRQDQGDFFRUGLQJWRWKHH[SODQDWLRQVJLYHQWRXVZHFHUWLI\WKDWWKH&RPSDQ\KDV
complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.
:HVWDWHWKDWVXFKFRPSOLDQFHLVQHLWKHUDQDVVXUDQFHDVWRWKHIXWXUHYLDELOLW\RIWKH&RPSDQ\QRUWKHHIFLHQF\RUHIIHFWLYHQHVV
with which the management has conducted the affairs of the Company.
For Haribhakti & Co.
Chartered Accountants
Firm Registration No.103523W
Sumant Sakhardande
Partner
Membership No.:034828
Place: Mumbai
Date: 29
th
May,2014
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Overall Review
Indian Economy
The Indian economy grew at 4.7% in 2013-2014 marking the second straight year of a sub-5% growth the worst slowdown in more
WKDQDTXDUWHURIDFHQWXU\7KLVZDVGLVDSSRLQWLQJIRUDQHFRQRP\WKDWERDVWHGRIDQHDUGRXEOHGLJLWHFRQRPLFH[SDQVLRQXQWLOD
IHZ\HDUVEDFNDQGZDVZLGHO\H[SHFWHGWREHRQHRIWKHPDLQGULYHUVRIWKHJOREDOHFRQRPLFUHFRYHU\
$GGLQJWRWKHJURZWKFKDOOHQJHZDVDQDGYHUVHHFRQRPLFJOREDOFOLPDWHWKDWZDVKHPPLQJLQWKH&RXQWU\VH[SRUWVJURZWK7KH
sector accounts for nearly a quarter of the domestic economy.
3HUVLVWHQWO\KLJKLQDWLRQDYJDQGHOHYDWHGLQWHUHVWUDWHVDURXQGDOVRFULPSHGFRQVXPHUGHPDQG
The rupee depreciated against the US Dollar to a low of ` 67, but has since recovered to around ` 60 towards the end of the year.
2QWKHSRVLWLYHVLGH,QGLDLVQRZUDQNHGVHFRQGLQFRQVXPHUFRQGHQFHDFFRUGLQJWRWKH1LHOVHQJOREDOVXUYH\IRUWKHODVWTXDUWHU
of 2013-2014.
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 burgeoning middle class Indian population, as well as the rural sector, present a huge potential for this sector. The FMCG sector
LQ,QGLDLVDWSUHVHQWWKHIRXUWKODUJHVWVHFWRUZLWKDWRWDOPDUNHWVL]HLQH[FHVVRI86'ELOOLRQDVRI7KLVVHFWRULVH[SHFWHG
to grow to a USD 33 billion industry by 2015 and to a whopping USD 100 billion by the year 2025.
$KLJKJURZWKEDVHULVLQJLQDWLRQDU\SUHVVXUHVDQGWKHZRUVWHFRQRPLFVORZGRZQLQDGHFDGHFRPELQHGLQWKH\HDUWR
take a toll on this sector.
Over the past year, this sector witnessed muted demand due to sluggish economic conditions and high input costs. Volumes were
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Lower consumption and higher input and development costs limited new product launches, especially in the premium segments.
ANNUAL REPORT 2013-14
J L MORISON

&RPSDQLHVLQWKLVVHFWRUDGMXVWHGWKHLUSURGXFWPL[E\ODXQFKLQJQHZSURGXFWVWKDWZHUHHDV\RQWKHZDOOHW6SHQGVRQDGYHUWLVLQJ
and promotions also increased as competitors battled it out to woo more customers.
7KHSURVSHFWVIRUWKHVHFWRUUHPDLQPL[HGDQGODUJHO\GHSHQGHQWRQWKHPRQVRRQVDQGWKHVHQWLPHQWVDUHSRVLWLYHRQDFFRXQWRIWKH
QHZ*RYHUQPHQWDWWKH&HQWUHIURPZKRPDORWLVH[SHFWHGLQWHUPVRIGHFLVLYHDFWLRQWRUHYLYHWKHVOXJJLVKHFRQRP\
+RZHYHUYROXPHJURZWKLVH[SHFWHGWRUHPDLQPXWHGDQGWKLVLVH[SHFWHGWRUHVXOWLQVWLIIHUFRPSHWLWLRQUHVXOWLQJLQKLJKHUH[SHQGLWXUH
on advertising and promotional activities.
$OWKRXJKWKHVHFWRULVH[SHFWHGWRIDFHVRPHURXJKZHDWKHURYHUWKHQH[W\HDUWKHORQJWHUPSURVSHFWVUHPDLQEULJKWIRU)0&*
Companies. Being a consumption-driven sector, growth will be healthy on the back of rising income levels, higher disposable incomes,
growing penetration of branded FMCG and increasing lifestyle aspirations that will fuel demand for premium products.
Product Range
Our Company is engaged in the trading and marketing of deodorants, fragrances, toiletry and personal healthcare and grooming
products, medicated toothpaste, besides the baby care feeding bottles and accessories. We continue to launch new products in own
brands and new variants in international brands.
Business Outlook
The Company continues to invest and build own brands for a long term sustenance and growth.
Utilization of the manufacturing facility at Waluj is being constantly evaluated. At the same time, we are evaluating some more options
of joining hands with leading international brands.
Risks and Concerns
The Foreign Collaborator / Licensor companies, with whom J. L. Morison (India) Limited 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.
7KHYDULRXVDJUHHPHQWVZLWKRXU)RUHLJQ&ROODERUDWRUVNHHSFRPLQJXSIRUUHYLHZDQGUHQHZDOV:LWKWKHIDVWFKDQJLQJH[SHFWDWLRQV
of our partners we have to keep pace with trying to match them. Performance is the key, and we have been consistently monitoring
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the coming year.
Steep fall in rupee against major currencies is a major concern for J. L. Morison (India) Limited as a big chunk of the business comes
from imported products.
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.
7KH,QWHUQDO$XGLWIXQFWLRQDOVRUHYLHZVWKHH[HFXWLRQRIDOORSHUDWLRQDOXQLWVWRHQVXUHFRQWUROVDUHDGHTXDWHO\H[HUFLVHG2SHUDWLRQDO
5HSRUWVDUHWDEOHGDW%RDUG0HHWLQJVDIWHUEHLQJGLVFXVVHGLQ$XGLW&RPPLWWHH([HFXWLYH&RPPLWWHH0HHWLQJV
HRD/Industrial Relations
The Company strives to remain as a responsive and market-driven organisation, which requires a very good quality of manpower
UHVRXUFHV,WOD\VJUHDWHPSKDVLVRQHYDOXDWLQJWKHKXPDQUHVRXUFHVLQDIDLUPDQQHUDQGUHZDUGLQJLPPHGLDWHO\IRUDQ\H[FHSWLRQDO
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 personalised organization culture, rewarding instantly unique
initiatives. As at 31
st
March, 2014 the Company has a strength of 369 employees.
Companys Financial Performance and Analysis
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this Annual Report.
Cautionary Statement
The statement in the Management Discussion And Analysis Report cannot be construed as holding out any forecasts, projections,
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furnish information, as laid down within the different headings to meet the Listing Agreement requirements.
ANNUAL REPORT 2013-14
J L MORISON

To
The Members of J. L. Morison (India) Limited
Report on the Financial Statements
:H KDYH DXGLWHG WKH DFFRPSDQ\LQJ QDQFLDO VWDWHPHQWV RI
J. L. Morison (India) Limited (the Company), which comprise
the Balance Sheet as at 31
st
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and Loss and the Cash Flow Statement for the year then ended,
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Managements Responsibility for the Financial Statements
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accordance with the Accounting Standards referred to in sub-
section (3C) of Section 211 of the Companies Act, 1956 (the
Act). This responsibility includes the design, implementation
and maintenance of internal control relevant to the preparation
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fair view and are free from material misstatement, whether due
to fraud or error.
Auditors Responsibility
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statements based on our audit. We conducted our audit in
accordance with the Standards on Auditing issued by the Institute
of Chartered Accountants of India. Those Standards require that
we comply with ethical requirements and plan and perform the
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statements are free from material misstatement.
An audit involves performing procedures to obtain audit
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statements. The procedures selected depend on the auditors
judgment, including the assessment of the risks of material
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or error. In making those risk assessments, the auditor considers
internal control relevant to the Companys preparation and fair
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procedures that are appropriate in the circumstances, but not
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of the Companys internal control. An audit also includes
evaluating the appropriateness of accounting policies used
and the reasonableness of the accounting estimates made by
management, as well as evaluating the overall presentation of
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and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according
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the information required by the Act in the manner so required
and give a true and fair view in conformity with the accounting
principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs
of the Company as at 31
st
March, 2014;
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(c) in the case of the Cash Flow Statement, of the cash
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Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order,
2003 (the Order) issued by the Central Government of
India in terms of sub-section (4A) of Section 227 of the
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2. As required by Section 227(3) of the Act, we report that:
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which to the best of our knowledge and belief were
necessary for the purpose of our audit;
b. in our opinion proper books of account as required by
law have been kept by the Company so far as appears
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Cash Flow Statement dealt with by this Report are in
agreement with the books of account;
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and Loss and Cash Flow Statement comply with the
accounting standards referred to in sub-section (3C) of
Section 211 of the Act;
e. on the basis of written representations received from
the directors as on 31
st
March, 2014, and taken on
record by the Board of Directors, none of the directors
LV GLVTXDOLHG DV RQ
st
March, 2014, from being
appointed as a director in terms of clause (g) of sub-
section (1) of Section 274 of the Act.
For Haribhakti & Co.
Chartered Accountants
Firm Registration No. 103523W
Sumant Sakhardande
Partner
Membership No.: 034828
Place : Mumbai
Dated : 29
th
May, 2014
INDEPENDENT AUDITORS REPORT
ANNUAL REPORT 2013-14
J L MORISON
28
>5HIHUUHG WR LQ SDUDJUDSK XQGHU 5HSRUW RQ 2WKHU /HJDO DQG
Regulatory Requirements in the Independent Auditors Report of
even date to the members of J. L. Morison (India) Limited on the
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st
March, 2014]
(i) (a) The Company has maintained proper records showing
full particulars, including quantitative details and
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material discrepancies between the book records
and the physical inventory have been noticed. In our
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(c) In our opinion and according to the information and
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assets has not been disposed of by the company during
the year.
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management during the year. In our opinion, the
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followed by the management are reasonable and
adequate in relation to the size of the Company and the
nature of its business.
(c) The Company is maintaining proper records of inventory
and no material discrepancies were noticed on physical
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(iii) (a) As informed, the Company has not granted any loans,
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parties covered in the register maintained under
section 301 of the Companies Act, 1956. Accordingly,
the provisions stated in paragraph 4 (iii)(b),(c) and (d)
of the order are not applicable.
(b) As informed, the Company has not taken any loans,
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parties covered in the register maintained under
section 301 of the Companies Act, 1956. Accordingly,
the provisions stated in paragraph 4 (iii) (f) and (g) of
the order are not applicable.
(iv) In our opinion and according to the information and
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control system commensurate with the size of the Company
and the nature of its business with regard to purchase of
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During the course of our audit, we have not observed any
continuing failure to correct weaknesses in internal control
system of the company.
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to us, we are of the opinion that the particulars of
contracts or arrangements referred to in section 301 of
the Companies Act, 1956 that need to be entered into
the register maintained under section 301 have been
so entered.
(b) In our opinion and according to the information and
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ANNEXURE TO INDEPENDENT AUDITORS REPORT
in pursuance of such contracts or arrangements
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having regard to the prevailing market prices at the
relevant time.
(vi) In our opinion and according to the information and
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any deposits from the public within the meaning of Sections
58A and 58AA of the Act and the rules framed there under
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) The Central Government of India has not prescribed the
maintenance of cost records under clause (d) of sub-section
(1) of Section 209 of the Act for any of the products of the
company.
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appropriate authorities undisputed statutory dues
including provident fund, investor education and
protection fund, employees state insurance, income-
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cess and other material statutory dues applicable to it.
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to us, no undisputed amounts payable in respect of
provident fund, investor education and protection fund,
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undisputed statutory dues were outstanding, at the
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date they became payable.
(c) According to the records of the Company, the dues
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account of any dispute, are as follows:
Under
Sales tax
Act
Amount
(`)
Period to
which the
amount
relates
Forum where dispute is
pending
Cuttack 14,520 03-04 Assistant Commissioner of
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Cuttack 37,128 04-05 Assistant Commissioner of
&RPPHUFLDO7D[HV&XWWDFN
Kolkata 53,018 95-96 Deputy Commissioner
RI &RPPHUFLDO 7D[HV
Revisional Board, West
Bengal
Kolkata 58,099 98-99 Assistant Commissioner
RI &RPPHUFLDO 7D[HV
Corporate Division, West
Bengal
Kolkata 6,52,288 03-04 Appellate and Revisional
Board, West Bengal
Kolkata 55,830 04-05 Appellate and Revisional
Board, West Bengal
ANNUAL REPORT 2013-14
J L MORISON
29
Kolkata 4,80,730 10-11 Senior Joint Commissioner
RI &RPPHUFLDO 7D[HV
Kolkata
Ranchi 28,638 05-06 Assistant Commissioner of
&RPPHUFLDO7D[HV5DQFKL
Ranchi 56,774 06-07 Assistant Commissioner of
&RPPHUFLDO7D[HV5DQFKL
Ernakulam 77,968 05-06 Deputy Commissioner
RI &RPPHUFLDO 7D[HV
Ernakulam
Ernakulam 17,387 06-07 Deputy Commissioner
RI &RPPHUFLDO 7D[HV
Ernakulam
Ernakulam 3,03,088 07-08 Deputy Commissioner
RI &RPPHUFLDO 7D[HV
Ernakulam
Ernakulam 5,59,461 11-12 Deputy Commissioner
RI &RPPHUFLDO 7D[HV
Ernakulam
Total (A) 23,94,929
Under
Income tax
Act
Amount
(`)
Period to
which the
amount
relates
Forum where dispute is
pending
Assessment
Year 03-04
1,56,55,718 03-04 ITAT Appeal, Kolkata
Assessment
Year 05-06
14,96,235 04-05 ITAT Appeal, Kolkata
Assessment
Year 09-10
1,81,590 09-10 DC CC -VII
Total (B)
[ ,Q RXU RSLQLRQ WKH DFFXPXODWHG ORVVHV RI WKH FRPSDQ\
DUHQRWPRUHWKDQIW\SHUFHQWRILWVQHWZRUWK)XUWKHUWKH
FRPSDQ\KDVQRWLQFXUUHGFDVKORVVHVGXULQJWKHQDQFLDO
year covered by our audit and the immediately preceding
QDQFLDO\HDU
[L,Q RXU RSLQLRQ DQG DFFRUGLQJ WR WKH LQIRUPDWLRQ DQG
H[SODQDWLRQV JLYHQ WR XV WKH &RPSDQ\ KDV QRW GHIDXOWHG
LQ UHSD\PHQW RI GXHV WR D QDQFLDO LQVWLWXWLRQ EDQN RU
debenture holders.
[LL$FFRUGLQJ WR WKH LQIRUPDWLRQ DQG H[SODQDWLRQV JLYHQ WR XV
and based on the documents and records produced to us,
the company has not granted loans & advances on the
basis of security by way of pledge of shares, debentures
and other securities.
[LLL ,Q RXU RSLQLRQ WKH &RPSDQ\ LV QRW D FKLW IXQG RU D QLGKL
PXWXDO EHQHW IXQG VRFLHW\ 7KHUHIRUH WKH SURYLVLRQV RI
FODXVH [LLL RI SDUDJUDSK RI WKH &RPSDQLHV $XGLWRUV
Report) Order, 2003 (as amended) are not applicable to the
Company.
[LY ,Q RXU RSLQLRQ WKH &RPSDQ\ LV QRW GHDOLQJ LQ RU WUDGLQJ
in shares, securities, debentures and other investments.
$FFRUGLQJO\ WKH SURYLVLRQV RI FODXVH [LY RI SDUDJUDSK
4 of the Companies (Auditors Report) Order, 2003 (as
amended) are not applicable to the Company.
[Y,Q RXU RSLQLRQ DQG DFFRUGLQJ WR WKH LQIRUPDWLRQ DQG
H[SODQDWLRQV JLYHQ WR XV WKH FRPSDQ\ KDV QRW JLYHQ DQ\
JXDUDQWHHIRUORDQVWDNHQE\RWKHUVIURPEDQNVRUQDQFLDO
institutions during the year.
[YL7KH&RPSDQ\KDVQRWREWDLQHGDQ\WHUPORDQV
[YLL$FFRUGLQJ WR WKH LQIRUPDWLRQ DQG H[SODQDWLRQV JLYHQ WR XV
DQGRQDQRYHUDOOH[DPLQDWLRQRIWKHEDODQFHVKHHWRIWKH
Company, we report that no funds raised on short-term
basis have been used for long-term investment.
[YLLL$FFRUGLQJ WR WKH LQIRUPDWLRQ DQG H[SODQDWLRQ JLYHQ WR XV
the Company has not made any preferential allotment of
shares to parties and companies covered in the Register
maintained under Section 301 of the Companies Act, 1956.
[L[7KH &RPSDQ\ GLG QRW KDYH DQ\ RXWVWDQGLQJ GHEHQWXUHV
during the year.
[[7KH&RPSDQ\KDVQRWUDLVHGPRQH\E\ZD\RISXEOLFLVVXH
during the year.
[[L'XULQJ WKH FRXUVH RI RXU H[DPLQDWLRQ RI WKH ERRNV DQG
records of the company, carried out in accordance with
the generally accepted auditing practices in India, and
DFFRUGLQJWRWKHLQIRUPDWLRQDQGH[SODQDWLRQVJLYHQWRXV
we have neither come across any instance of fraud on or by
the company, noticed or reported during the year, nor have
we been informed of such case by the management.
For Haribhakti & Co.
Chartered Accountants
Firm Registration No. 103523W
Sumant Sakhardande
Partner
Membership No.: 034828
Place : Mumbai
Dated : 29
th
May, 2014
ANNUAL REPORT 2013-14
J L MORISON
30
BALANCE SHEET AS AT 31
ST
MARCH, 2014
Particulars Note No. As at
31
st
March, 2014
(`)
As at
31
st
March, 2013
(`)
I EQUITY AND LIABILITIES
(1) SHAREHOLDERS' FUNDS
(a) Share Capital 1 1,36,50,340 1,36,50,340
(b) Reserves and surplus 2 73,29,82,855 71,11,60,951
74,66,33,195 72,48,11,291
(2) NON-CURRENT LIABILITIES
(c) Long-term borrowings 3 - 28,66,352
(d) Deferred tax liabilities (Net) 4 1,29,50,573 1,06,87,111
(e) Other Long-term liabilities 5 43,55,800 35,46,300
(f) Long-term provisions 6 24,76,817 30,54,328
1,97,83,190 2,01,54,091
(3) CURRENT LIABILITIES
(g) Short-term borrowings 7 1,31,82,148 8,02,91,763
(h) Trade payables 8 6,13,49,957 15,27,19,217
(i) Other current liabilities 9 5,15,74,045 9,77,55,388
(j) Short-term provisions 10 33,38,932 26,04,586
12,94,45,082 33,33,70,954
Total 89,58,61,467 1,07,83,36,336
II ASSETS
(1) NON-CURRENT ASSETS
(a) Fixed assets
Tangible assets 11 27,69,96,225 28,89,80,851
Intangible assets - -
Capital work-in progress - -
(b) Non-current investments 12 25,64,12,563 22,13,57,563
(c) Long-term loans and advances 13 64,31,825 9,95,31,599
53,98,40,613 60,98,70,013
(2) CURRENT ASSETS
(d) Current investments 14 2,19,57,17 14,94,008
(e) Inventories 15 16,59,94,374 19,34,44,966
(f) Trade receivables 16 6,00,45,268 19,89,37,101
(g) Cash and cash equivalents 17 3,95,77,269 2,72,29,970
(h) Short-term loans and advances 18 8,68,33,333 4,61,28,418
(i) Other current assets 19 13,74,893 12,31,860
35,60,20,854 46,84,66,323
Total 89,58,61,467 1,07,83,36,336
SIGNIFICANT ACCOUNTING POLICIES A
ACCOMPANYING NOTES FORMING INTEGRAL
PART OF THE FINANCIAL STATEMENTS B(1 - 37)
As per our attached report of even date For and on behalf of the Board of Directors
For Haribhakti & Co.
Chartered Accountants
Firm Registration No.: 103523W
Sumant Sakhardande Sanjay Kothari Bipin Vengsarkar
Partner Director Executive Director
Membership No.: 034828
Place: Mumbai Kuldip Balasia Sohan Sarda
Date: 29
th
May, 2014 V. P. - Corporate & Company Secretary Chief Financial Offcer
ANNUAL REPORT 2013-14
J L MORISON
31
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31
ST
MARCH, 2014
Particulars Note No. Year ended
31
st
March, 2014
(`)
Year ended
31
st
March, 2013
(`)
I Revenue from operations 20 89,16,12,511 1,13,93,85,628
II Other Income 21 4,76,73,271 5,79,41,829
III Total Revenue (I+II) 93,92,85,782 1,19,73,27,457
IV Expenses
(a) Purchase of stock in trade 52,59,05,667 85,80,57,362
(b) Changes in inventories of stock in trade 22 2,74,50,592 (1,62,67,335)
(c) Employee benefts expense 23 11,33,77,860 10,40,58,817
(d) Finance Costs 24 43,97,799 1,07,87,361
(e) Depreciation and amortisation expense 11 1,07,55,777 1,01,03,481
(f ) Other expenses 25 22,49,77,779 21,04,84,236
Total Expenses 90,68,65,474 1,17,72,23,922
V 3URW%HIRUH([FHSWLRQDO,WHPVDQG7D[,,,,9 3,24,20,308 2,01,03,535
VI Exceptional Items - -
VII 3URW%HIRUH7D[99, 3,24,20,308 2,01,03,535
VIII Tax Expense
Current Tax (including wealth tax and income tax for earliers) 67,37,919 40,67,580
Deferred Tax 22,63,463 17,73,637
IX 3URWIRUWKH\HDU9,,9,,, 2,34,18,926 1,42,62,318
X Earning per equity share of ` 10/- each
Basic 17.16 10.45
Diluted 17.16 10.45
SIGNIFICANT ACCOUNTING POLICIES A
ACCOMPANYING NOTES FORMING INTEGRAL
PART OF THE FINANCIAL STATEMENTS B(1 - 37)
As per our attached report of even date For and on behalf of the Board of Directors
For Haribhakti & Co.
Chartered Accountants
Firm Registration No.: 103523W
Sumant Sakhardande Sanjay Kothari Bipin Vengsarkar
Partner Director Executive Director
Membership No.: 034828
Place: Mumbai Kuldip Balasia Sohan Sarda
Date: 29
th
May, 2014 V. P. - Corporate & Company Secretary Chief Financial Offcer
ANNUAL REPORT 2013-14
J L MORISON
32
CASH FLOW STATEMENT FOR THE YEAR ENDED 31
ST
MARCH, 2014
Year ended
31
st
March, 2014
Year ended
31
st
March, 2013
A. Cash fow from operating activities:
1HW3URWEHIRUH7D[DQG([WUDRUGLQDU\,WHPV 3,24,20,308 2,01,03,535
Depreciation 1,07,55,777 1,01,03,481
Interest 23,60,932 78,04,802
Rent (14,04,000) (14,04,000)
Dividend Income (16,77,833) (18,11,544)
(Proft)/Loss on sale of Fixed Assets (4,05,07,091) (4,62,79,788)
(Proft)/Loss on sale of nvestments 94,32,500 -
Interest Income (40,84,347) (84,46,497)
(2,51,24,062) (4,00,33,546)
2SHUDWLQJ3URW%HIRUH:RUNLQJ&DSLWDO&KDQJHV 72,96,246 (1,99,30,011)
Adjustments for:
Inventories 2,74,50,592 (1,62,67,335)
Trade & Other Receivables 24,24,32,070 4,68,60,139
Provisions 1,56,835 4,70,271
Trade Payable (13,67,41,103) (1,51,30,838)
13,32,98,394 1,59,32,236
Cash generated from the operation 14,05,94,640 (39,97,775)
Direct Tax (70,75,663) (38,99,502)
Net Cash from operating activities " A" 13,35,18,977 (78,97,277)
B. Cash Flow from Investing Activities
Purchase of Fixed Assets (61,43,081) (13,36,92,440)
Capital Work in progress - -
Sale of Fixed Assets 4,78,79,020 7,88,32,580
Sale/(Purchase) of nvestments (4,51,89,209) (14,94,008)
Bank / nter Corporate Deposits (3,95,46,732) 11,39,18,713
Interest Received 31,23,133 1,01,96,672
Rent 14,04,000 14,04,000
Dividend Income 16,77,833 18,11,544
Net Cash used in Investing activities " B" (3,67,95,036) 7,09,77,061
C. Cash Flow from Financing Activities
Proceeds from Secured Loans (1,15,07,681) (4,64,76,759)
Paid to Unsecured Loans (5,84,68,286) (8,33,01,405)
Dividend & Dividend Tax (15,86,477) (15,86,477)
Interest (23,60,932) (78,04,802)
Net Cash used in Financing activities " C" (7,39,23,376) - (13,91,69,443)
Net ncrease/(decrease) in Cash * Cash Equivalent (A+B+C) 2,28,00,565 (7,60,89,659)
Cash & Cash equivalent as at 01
st
April, 2013 1,47,95,005 9,08,84,664
Cash & Cash equivalent as at 31
st
March, 2014 3,75,95,571 1,47,95,005
Cash and Cash Equivalents include:
Cash in hand 7,60,434 8,21,796
Bank Balances with Scheduled Banks
- in current accounts 3,65,40,895 1,37,06,031
- unpaid dividend account 1,44,242 2,07,178
- in fxed deposits 21,31,698 1,24,94,965
3,95,77,269 2,72,29,970
Less: Fixed Deposits not considered as cash equivalents 19,81,698 1,24,34,965
Total 3,75,95,571 1,47,95,005
As per our attached report of even date For and on behalf of the Board of Directors
For Haribhakti & Co.
Chartered Accountants
Firm Registration No.: 103523W
Sumant Sakhardande Sanjay Kothari Bipin Vengsarkar
Partner Director Executive Director
Membership No.: 034828
Place: Mumbai Kuldip Balasia Sohan Sarda
Date: 29
th
May, 2014 V. P. - Corporate & Company Secretary Chief Financial Offcer
ANNUAL REPORT 2013-14
J L MORISON
33
SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31
ST
MARCH, 2014
A. SIGNIFICANT ACCOUNTING POLICIES:
a) Basis of Preparation:
The fnancial statements have been prepared to comply in all material respects with the Accounting Standards notifed by
Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956.
The fnancial statements have been prepared under the historical cost convention on an accrual basis. The accounting
policy has been consistently applied by the Company.
The Company follows the mercantile system of accounting in general and recognizes income and expenditure on accrual
basis except as otherwise stated.
b) Use of Estimates:
The preparation of fnancial statements in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
liabilities at the date of the fnancial statements and the results of operations during the reporting period. Although these
estimates are based upon managements best knowledge of current events and actions, actual results could differ from
these estimates.
c) Fixed Assets:
Fixed Assets are stated at cost (or revalued amounts, as the case may be), less accumulated depreciation/amortisation and
impairment losses if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working
condition for its intended use. Borrowing costs relating to acquisition of fxed assets which takes substantial period of time
to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put
to use.
d) Depreciation:
Depreciation is provided using the Straight Line Method at the rates prescribed under Schedule XIV of the Companies Act,
1956.
Leasehold land/building is amortized over the lease period.
Fixed assets costing each ` 5000/- or less are fully depreciated in the year of purchase.
Depreciation on the fxed Assets added/disposed off during the year provided on prorata basis.
e) Impairment of Fixed Assets:
The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on
internal/external factor. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable
amount. The recoverable amount is the greater of the assets net selling price and value in use. In assessing value in use,
the estimated future cash fows are discounted to their present value at the weighted average cost of capital. f at the
Balance Sheet date there is any evaluation that a previously assessed impairment loss no longer exists, then such loss is
reversed and the asset is restated to that effect.
f) Investments:
Long term investments are stated at cost less provision for diminution in value, which is other than temporary. Current
investments are carried at lower of cost or fair value. In respect of current investments, the shortfall in the book value when
compared to market value of said investment on individual basis is charged to Revenue account.
g) Inventory Valuation:
Traded Goods
Stock in trade are valued at lower of cost and net realizable value. For this purpose cost is determined on frst in frst out
basis. Cost includes cost of purchase and other direct costs incurred.
h) Foreign Currency Transactions:
The transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the time of the
transaction. Any income or expense on account of exchange difference either on settlement or on translation is recognized
ANNUAL REPORT 2013-14
J L MORISON
34
in Statment of Proft and Loss. Monetary Assets and Liabilities denominated in foreign currencies are stated at the exchange
rate prevailing on the date of the Balance Sheet.
i) Forward Contracts:
The premium or discount arising at the inception of forward exchange contracts is amortised as expense or income over the
life of the contract. Exchange differences on such contracts are recognised in the statement of proft and loss in the year
in which the exchange rates change. Any proft or loss arising on cancellation or renewal of forward exchange contracts is
recognised as income or as expense for the year.
j) Revenue Recognition:
Sale of Goods
Revenue is recognised when the signifcant risks and rewards of ownership of the goods have passed to the buyer which
normally coincides with dispatch of goods. Sales are net of returns, trade discounts, and sales tax and include excise duty.
Interest
Revenue is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.
Commission
Commission is recognized when right to receive the same from principal is established on sale.
Dividend
Dividend Income is recognized when right to receive the same is established.
Others
Subsidy from governments, Sales Tax assessment dues, Insurance claims are accounted for when reasonable certainty of
receipt is established.
N (PSOR\HH%HQHWV
L 'HQHGEHQHWSODQV
Gratuity
Gratuity liability is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of
each fnancial year.
The Company makes annual contribution to the Employees Group Gratuity Scheme of the Life Insurance Corporation
of ndia, a funded defned beneft plan for qualifying employees. The scheme provides lump sum payment to vested
employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15
days salary, payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon
completion of fve years of service.
Actuarial gains/losses are immediately taken to proft and loss account and are not deferred.
Leave Encashment
Leave Encashment liability is provided for on the basis of an actuarial valuation on projected unit credit method made
at the end of each fnancial year.
The Company allows to encash the privilege leave up to maximum of 15 days per annum from the maximum
accumulated leaves of 84 days of qualifying employees. The company provides for unencashed portion of leave of
qualifed employees at each year end and the same is unfunded.
LL 'HQHGFRQWULEXWLRQSODQV
These are Plans in which the company pays predefned amounts to separate funds and does not have any legal or
informal obligation to pay additional sums. These comprise of contributions to the employees provident fund with
the government and certain state plans like Employees State nsurance. The Company's payments to the defned
contribution plans are recognised as expenses during the period in which the employees perform the services that the
payment covers.
ANNUAL REPORT 2013-14
J L MORISON
35
l) Taxes on Income:
Income tax is accounted in accordance with AS-22 Accounting for taxes on income, issued by The Institute of Chartered
Accountants of ndia (CA), which includes current taxes and deferred taxes. Deferred income taxes refect the impact
of the current year timing differences between taxable income and accounting income for the year and reversal of timing
differences of earlier year Deferred tax assets are recognised only to the extent that there is reasonable certainty that
suffcient future taxable income will be available except that deferred tax assets arising due to unabsorbed depreciation and
losses are recognised if there is virtual certainty that suffcient future taxable income will be available to realise the same
and are recognized using the tax rates and tax laws that have been enacted or substantively enacted.
Current tax is determined as the amount of tax payable in respect of taxable income using the applicable tax rates and tax
laws for the year.
Credit entitlement in respect of Minimum Alternate Tax (MAT) is considered on management estimation of regular taxation
in future
Wealth tax is accounted in accordance with Wealth Tax Act, 1957.
m) Cash & Cash Equivalent:
Cash and Cash Equivalent comprises Cash, Fixed deposit and Short Term deposit which matured in less than three months.
n) Borrowing Cost:
nterest and other costs related to borrowing are considered as part of cost of qualifying fxed assets upto the date asset is
ready for use. Other borrowing costs are charged to revenue.
o) Earnings Per Share:
Basic earnings per shares are calculated by dividing the net proft or loss after tax for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating
diluted earnings per share, the net proft or loss for the period attributable to the equity shareholders and the weighted
average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.
p) Provisions, Contingent Liabilities and Contingent Assets:
A provision is made based on a reliable estimate when it is probable that an outfow of resources embodying economic
benefts will be required to settle an obligation. Contingent liabilites, if material are disclosed by way of notes to accounts.
Contingent assets are neither recognised nor disclosed in the fnancial statements.
ANNUAL REPORT 2013-14
J L MORISON
36
B. NOTES ON ACCOUNTS :
As at
31
st
March, 2014
(`)
As at
31
st
March, 2013
(`)
1 SHARE CAPITAL
AUTHORISED
30,00,000 Equity Shares of ` 10 each 3,00,00,000 3,00,00,000
(Previous year 30,00,000 Equity Shares of ` 10 each)
3,00,00,000 3,00,00,000
ISSUED, SUBSCRIBED AND PAID-UP
13,65,034 Equity Shares of `10 each, fully paid-up
(Previous year 13,65,034 Equity Shares of `10 each, fully paid-up)
1,36,50,340 1,36,50,340
1,36,50,340 1,36,50,340
a) Rights of Equity Shareholders
The Company has only one class of Equity Shares having a par value of `10 per share. Each holder of equity shares is
entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the
Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
During the year ended 31
st
March, 2014, the amount of per share dividend recognized as distributions to equity shareholders
was ` 1 (31
st
March, 2013: ` 1)
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.
b) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period
Particulars As at 31
st
March, 2014 As at 31
st
March, 2013
Equity Shares Equity Shares
Number (`) Number (`)
Shares outstanding at the beginning of the year 13,65,034 1,36,50,340 13,65,034 1,36,50,340
Shares Issued during the year - - - -
Shares bought back during the year - - - -
Shares outstanding at the end of the year 13,65,034 1,36,50,340 13,65,034 1,36,50,340
c) Share held by holding/ultimate holding company and / or their subsidiaries / associates
None of the equity shares are held by the holding/ ultimate holding company and/ or their subsidiaries / associates.
d) Details of shareholders holding more than 5% shares in the company
Name of Shareholder
As at 31
st
March, 2014 As at 31
st
March, 2013
No. of
Shares held
% of
Holding
No. of
Shares held
% of
Holding
Hindustan Composites Ltd 2,72,800 19.98 2,72,800 19.98
Rasoi Limited 2,72,800 19.98 2,72,800 19.98
Looklink Finance Limited 1,13,319 8.30 1,13,319 8.30
Pallawi Resources Ltd 94,600 6.93 94,600 6.93
Surdas Trading & Mfg Co Ltd 78,742 5.77 78,742 5.77
e) Aggregate number of bonus shares issued, share issued for consideration other than cash and shares bought
EDFNGXULQJWKHSHULRGRIYH\HDUVLPPHGLDWHO\SUHFHGLQJWKHUHSRUWLQJGDWH : Nil
f) Shares reserved for issue under options : Nil
ANNUAL REPORT 2013-14
J L MORISON
37
As at
31
st
March, 2014
(`)
As at
31
st
March, 2013
(`)
2 RESERVES AND SURPLUS
CAPITAL RESERVE 23,80,00,000 23,80,00,000
23,80,00,000 23,80,00,000
GENERAL RESERVE 45,70,80,288 45,70,80,288
45,70,80,288 45,70,80,288
SURPLUS
As per last balance sheet 1,60,80,663 34,04,822
Add: Proft for the year 2,34,18,926 1,42,62,318
3,94,99,589 1,76,67,140
Less : Appropriations
Proposed Dividend on equity shares (amount per share `1 (P. Y ` 1)) 13,65,034 13,65,034
Corporate Dividend Tax 2,31,988 2,21,443
Net surplus 3,79,02,567 1,60,80,663
Total 73,29,82,855 71,11,60,951
3 LONG TERM BORROWINGS
Secured
Term Loans
Vehicle loans from others - 28,66,352
Total - 28,66,352
Loan taken during the fnancial year 2011-12 interest @ 8.11% which is payable in 36 monthly installments (principal plus interest)
of ` 2,49,400/- respectively from date of the loan. The loan is secured by hypothecation of one vehicle of the Company pertaining to
business.
4 DEFERRED TAX LIABILITIES (NET)
Deferred tax liabilities 1,73,03,306 1,53,93,943
Related to fxed assets 19,59,855 19,09,363
Total Deferred tax liabilities 1,92,63,161 1,73,03,306
Deferred tax assets 66,16,195 64,80,469
Disallowances under Income Tax Act, 1961 (3,03,607) 1,35,726
Total Deferred tax assets 63,12,588 66,16,195
Deferred tax liabilities (net) 1,29,50,573 1,06,87,111
5 OTHER LONG TERM LIABILITIES
Security deposits
43,55,800 35,46,300
Total 43,55,800 35,46,300
ANNUAL REPORT 2013-14
J L MORISON
38
As at
31
st
March, 2014
(`)
As at
31
st
March, 2013
(`)
6 LONG TERM PROVISIONS
3URYLVLRQIRUHPSOR\HHEHQHWVXQIXQGHG
Leave encashment 24,76,817 30,54,328
Total 24,76,817 30,54,328
7 SHORT TERM BORROWINGS
Secured
Working capital loans from banks 1,31,82,148 2,18,23,477
Unsecured
Loan from Related party - 5,00,00,000
Buyers credit arrangements - 84,68,286
Total 1,31,82,148 8,02,91,763
a) Working capital loans from banks is secured against hypothecation of goods and book debts and equitable mortgage on
specifc immovable properties of the Company. Average interest rate is in the range of 13.75% p.a. to 14.25% p.a.
b) Loan taken from Hindustan Composites Limited is payable on demand bearing interest at the rate of 13% p.a.
c) Buyers credit arrangement from bank carry the interest at LIBOR plus 83 basis points.
8 TRADE PAYABLES
Small and Medium Enterprises - -
Others 6,13,49,957 15,27,19,217
Total 6,13,49,957 15,27,19,217
Payment against supply from Micro Small and Medium Enterprises and ancillary undertaking are made in accordance with the
agreed credit terms and to the extent ascertained from available information, the Company does not have any MSME creditors
beyond the stipulated credit period.
9 OTHER CURRENT LIABILITIES
Current maturities of long term borrowings (note 3) 28,66,352 26,46,598
Interest accrued but not due on borrowings 18,16,031 18,95,859
Book overdraft - 63,930
Unpaid dividends 1,44,242 2,07,178
Salary and reimbursements 47,11,125 47,19,173
Contribution to provident fund 10,78,538 10,10,191
Advance received from customers 43,06,587 31,63,089
Advance against premises 5,00,056 3,00,00,000
Statutory dues 88,58,648 82,35,602
Other payables 2,72,92,466 4,58,13,768
Total 5,15,74,045 9,77,55,388
10 SHORT TERM PROVISIONS
Provision for leave encashment 8,25,606 10,18,109
Provision for Gratuity (Funded) 9,16,304 -
Proposed dividend 13,65,034 13,65,034
Provision for corporate dividend tax 2,31,988 2,21,443
Total 33,38,932 26,04,586
ANNUAL REPORT 2013-14
J L MORISON
39
11 FIXED ASSETS (`)
Particulars Gross Block Depreciation Net Block
As on
1
st
April, 2013
Additions Deductions As on
31
st
March, 2014
As on
1
st
April, 2013
For the year Deductions/
Adjustment
As on
31
st
March, 2014
As on
31
st
March, 2014
As on
31
st
March, 2013
Tangible Assets
Land (Freehold) 1,13,731 - - 1,13,731 - - - - 1,13,731 1,13,731
Land (Lease Hold)* 56,56,012 - - 56,56,012 8,35,148 59,537 - 8,94,685 47,61,327 48,20,864
Factory Building 2,38,26,842 - - 2,38,26,842 1,12,71,720 6,95,414 - 1,19,67,134 1,18,59,708 1,25,55,122
Offce Premises & Residential fats
(Freehold )**
24,21,59,758 7,10,770 54,75,000 23,73,95,528 1,34,13,275 39,48,093 6,95,847 1,66,65,521 22,07,30,007 22,87,46,483
Plant Machinery and Equipment 92,91,481 - - 92,91,481 76,34,088 3,95,087 - 80,29,175 12,62,306 16,57,393
Furniture & Fixture 1,51,00,681 15,000 1,65,350 1,49,50,331 71,51,297 6,46,901 11,133 77,87,065 71,63,266 79,49,384
Offce Equipment 1,43,53,019 3,33,178 3,08,987 1,43,77,210 55,93,050 5,58,092 1,26,160 60,24,983 83,52,227 87,59,969
Computers 1,10,18,510 4,,52,417 - 1,14,70,927 83,94,245 8,23,091 - 92,17,337 22,53,591 26,24,265
Vehicles 3,91,91,687 46,31,716 81,38,453 3,56,84,950 1,74,38,047 36,29,562 58,82,721 1,51,84,888 2,05,00,062 2,17,53,640
Total 36,07,11,721 61,43,081 1,40,87,790 35,27,67,012 7,17,30,870 1,07,55,777 67,15,861 7,57,70,788 27,69,96,225 28,89,80,851
Previous Year 27,33,91,269 13,36,92,439 4,63,71,986 36,07,11,721 7,54,46,582 1,01,03,481 1,38,19,194 7,17,30,870 28,89,80,851 -
*Amortised over lease period ** includes cost of shares of society
As at
31
st
March, 2014
(`)
As at
31
st
March, 2013
(`)
12 Non-Current Investments
(A) Trade Investments
Equity instruments 20,98,07,563 22,13,57,563
(B) Others
Investments in Government Securities 4,66,05,000 -
Total 25,64,12,563 22,13,57,563
(A) Details of Trade Investments
Particulars Face
Value (`)
No. of Shares Extent of Holding (%) Quoted /
Unquoted
Partly Paid /
Fully paid
(`) Basis of
Valuation
31
st
March,
2014
31
st
March,
2013
31
st
March,
2014
31
st
March,
2013
31
st
March,
2014
31
st
March,
2013
Casil Health Products Limited 10/- 100 100 0.20 0.20 Quoted Fully Paid 2,335 2,335 at cost
Glaxo Smithkline Consumer Healthcare Limited 10/- 70 70 0.00017 0.00017 Quoted Fully Paid 4,200 4,200 at cost
Hindustan Unilever Limited 1/- 1,593 1,593 0.000077 0.000077 Quoted Fully Paid 24,263 24,263 at cost
Rasoi Limited 10/- 3,60,062 3,60,062 18.64 18.64 Quoted Fully Paid 8,36,65,727 8,36,65,727 at cost
Hindustan Composites Limited 10/- 3,69,234 3,69,234 7.50 7.50 Quoted Fully Paid 12,60,81,038 12,60,81,038 at cost
Aggregate amount of quoted investments (Market
value ` 28,67,96,932 /- previous year ` 26,11,21,082 /-)
20,97,77,563 20,97,77,563
NKGSB Co-operative Bank Ltd. 10/- 2,500 2,500 0.0047 0.0047 Unquoted Fully Paid 25,000 25,000 at cost
Super Bazar The Cooperative Stores Limited 10/- 500 500 5.00 5.00 Unquoted Fully Paid 5,000 5,000 at cost
Leaders Healthcare Limited 10/- - 1,92,500 - 19.44 Unquoted Fully Paid - 1,15,50,000 at cost
Aggregate amount of unquoted investments 30,000 1,15,80,000
Total (A) 20,98,07,563 22,13,57,563
(B) Others
Investments in Government Securities
8.33% GO Bond 09/07/2026 5,00,00,000/- 1 - - - Quoted Fully Paid 4,66,05,000 - at cost
Total (B) 4,66,05,000 -
Total (A)+(B) 25,64,12,563 22,13,57,563
ANNUAL REPORT 2013-14
J L MORISON
40
As at
31
st
March, 2014
(`)
As at
31
st
March, 2013
(`)
13 LONG TERM LOANS AND ADVANCES
Unsecured, considered good
Security deposits 33,11,389 42,82,419
Prepaid Expenses 14,47,697 17,23,445
Other loans and advances
Loans and advances to employees 9,02,000 11,85,000
Sales tax deposits 2,87,755 2,87,755
Balances with statutory / Govt. Authorities 4,82,984 20,52,980
Capital Advance - 9,00,00,000
Total 64,31,825 9,95,31,599
14 CURRENT INVESTMENTS
Investments in mutual funds 21,95,717 14,94,008
Total 21,95,717 14,94,008
Particulars
No. of Units
Quoted /
Unquoted
Partly Paid /
Fully paid
(`)
Basis of
Valuation
31
st
March,
2014
31
st
March,
2013
31
st
March,
2014
31
st
March,
2013
LICMF Liquid Fund - Dividend Plan 1999.742 1360.663 Quoted Fully paid 21,95,717 14,94,008 at cost
Total 1999.742 1360.663 21,95,717 14,94,008
15 INVENTORIES
(As taken, valued and certifed by the Management)
6WRFNLQWUDGHQLVKHGJRRGV 16,59,94,374 19,34,44,966
(Including in transit ` 5,42,24,582 (previous year `3,17,92,868))
Total 16,59,94,374 19,34,44,966
16 TRADE RECEIVABLES
Unsecured, considered good
Outstanding over six months from the date they are due for payment 36,01,742 97,68,628
Others 5,64,43,526 18,91,68,473
Total 6,00,45,268 19,89,37,101
17 CASH AND CASH EQUIVALENTS
Balances with Banks
In Dividend Accounts 1,44,242 2,07,178
In Margin money 19,81,698 1,24,34,965
In Current Accounts 3,65,40,895 1,37,06,031
In Fixed Deposits 1,50,000 60,000
Cash in hand 7,60,434 8,21,796
Total 3,95,77,269 2,72,29,970
Margin money are lying with banks against bank guarantees and non fund based limits
ANNUAL REPORT 2013-14
J L MORISON
41
As at
31
st
March, 2014
(`)
As at
31
st
March, 2013
(`)
18 SHORT-TERM LOANS AND ADVANCES
Unsecured, considered good
Inter Corporate Deposit 5,00,00,000 -
Advance income tax
(Net of provision for taxation ` 2,56,01,528/- P.Y. ` 1,92,21,036/-) 1,99,61,632 1,96,34,435
Prepaid expenses 20,73,519 25,98,039
Loans and advances to employees 23,05,903 21,66,529
Advance to suppliers 35,70,027 1,78,53,844
Balances with statutory / government authority 86,66,781 38,16,070
Advance recoverable in cash or kind 2,55,471 59,501
Total 8,68,33,333 4,61,28,418
19 OTHER CURRENT ASSETS
Interest accrued 13,74,893 4,13,679
Advance to Gratuity trust - 8,18,181
Total 13,74,893 12,31,860
Year ended
31
st
March, 2014
(`)
Year ended
31
st
March, 2013
(`)
20 REVENUE FROM OPERATIONS
Net Sales
Sale of products 89,12,55,107 1,13,68,41,986
89,12,55,107 1,13,68,41,986
Other operating revenue
Commission 23,000 23,48,142
Miscellaneous Income 3,34,404 1,95,500
Total 89,16,12,511 1,13,93,85,628
21 OTHER INCOME
Dividend:
From long term investments 7,54,866 14,91,777
From current investments 9,22,967 3,19,767
Proft on sale of fxed assets (Net) 4,05,07,091 4,62,79,788
Interest income 40,84,347 84,46,497
Rent 14,04,000 14,04,000
Total 4,76,73,271 5,79,41,829
22 CHANGES IN INVENTORIES OF STOCK - IN - TRADE
Opening Stock :
Stock - in - trade 19,34,44,966 17,71,77,631
19,34,44,966 17,71,77,631
Closing Stock :-
Stock - in - trade 16,59,94,374 19,34,44,966
16,59,94,374 19,34,44,966
Total 2,74,50,592 (1,62,67,335)
ANNUAL REPORT 2013-14
J L MORISON
42
Year ended
31
st
March, 2014
(`)
Year ended
31
st
March, 2013
(`)
23 EMPLOYEE BENEFITS EXPENSE
Salaries, wages and bonus 9,84,88,718 8,90,61,825
Contributions to -
Provident fund and other funds 76,39,750 69,27,242
Gratuity fund contributions 17,34,485 21,79,145
Leave encashment 15,42,470 16,39,730
Staff welfare expenses 39,72,437 42,50,875
Total 11,33,77,860 10,40,58,817
24 FINANCE COSTS
Interest expense 23,60,932 78,04,802
Bank charges 20,36,867 29,82,559
Total 43,97,799 1,07,87,361
25 OTHER EXPENSES
Rent 49,52,468 53,55,273
Repairs and maintenance:
Building 19,30,814 6,28,094
Machinery - -
Others 23,56,784 24,99,142
Power and fuel charges 23,07,079 20,33,340
Insurance 14,09,010 28,89,711
Rates and Taxes 1,06,01,873 40,05,084
Travelling and Conveyance expenses 4,49,73,887 4,57,06,934
Legal and Professional fees 3,36,43,315 1,11,76,890
Freight and Forwarding expenses 1,84,30,305 1,87,99,797
Clearing and Forwarding expenses 2,54,63,087 2,32,35,007
Advertising and Sales Promotion expenses 2,12,94,518 5,21,65,115
Commission (other than sole selling agent) 65,08,306 64,40,329
Exchange fuctuation 2,26,55,733 86,39,764
Loss on sale of investment 94,32,500 -
Miscellaneous expenses 1,90,18,100 2,69,09,756
Total 22,49,77,779 21,04,84,236
As at
31
st
March, 2014
(`)
As at
31
st
March, 2013
(`)
26 CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF
Surety given on behalf of body corporate 23,00,000 23,00,000
Income tax 1,73,33,543 1,73,33,543
Sales tax matters in dispute (including interest wherever applicable) 56,55,891 10,45,206
ANNUAL REPORT 2013-14
J L MORISON
43
27 AUDITORS REMUNERATION
Particulars
Year ended
31
st
March, 2014
(`)
Year ended
31
st
March, 2013
(`)
Statutory audit fees (including service tax) 4,38,204 4,38,204
Certifcation work (including service tax) 2,58,428 2,58,428
Out-of-pocket expenses 44,080 34,168
Total 7,40,712 7,30,800
28 RETIREMENT BENEFIT
$ 'HQHG%HQHW3ODQV
The following table sets out the funded status of the gratuity plan and unfunded status of Leave Encashment and the
amounts recognized in the Company's fnancial statements as at 31
st
March, 2014
a) Gr at ui t y Fund (Funded)
Particulars
As at
31
st
March, 2014 (`)
As at
31
st
March, 2013 (`)
i ) Changes i n benef i t obl i gat i on:
Projected benefit obligations, beginning
of the year (1
st
April, 2013)
73,09,046 51,24,035
Interest cost 5,84,724 4,09,923
Service cost 15,53,925 14,56,441
Benefits paid 11,86,048 (4,90,962)
Actuarial (gain) / loss 2,82,810 8,09,609
Pr oj ect ed benef i t obl i gat i on, end of t he year 85,44,457 73,09,046
i i ) Change i n pl an asset s:
Fair value of the plan assets, beginning
of the year (1
st
April, 2013)
57,97,325 57,91,459
Actual return on plan assets 6,86,974 4,96,828
Employers contribution 23,29,902 -
Benefits paid 11,86,048 (4,90,962)
Fair value of plan assets at the end of the year 76,28,153 57,97,325
Bank balance - -
Tot al f ai r val ue of pl an asset s at t he end of t he year 76,28,153 57,97,325
Excess of obligation over plan assets 9,16,304 15,11,721
Accr ued l i abi l i t y 9,16,304 15,11,721
i i i ) Reconci l i at i on of f ai r val ue of asset s and obl i gat i ons
Present value of the obligation 85,44,457 73,09,046
Fair value of plan assets 76,28,153 57,97,325
Un-funded liability / (assets) 9,16,304 15,11,721
Old outstanding liability related to previous year - -
Unrecognized actuarial gains/losses - -
Un-funded liability / (assets) recognized in balance sheet 9,16,304 15,11,721
i v) Expenses r ecogni zed dur i ng t he year :
Particulars
Year ended
31
st
March, 2014
(`)
Year ended
31
st
March, 2013
(`)
Service cost 15,53,925 14,56,441
Interest on defined benefit obligation 5,84,724 4,09,923
Actual return on plan assets (6,86,974) (4,96,828)
Net actuarial (gain)/loss recognized in the year 2,82,810 8,09,609
Net gratuity 17,34,485 21,79,145
ANNUAL REPORT 2013-14
J L MORISON
44
v) Invest ment det ai l s:
Particulars % invested
L. I. C Group Gratuity Policy 100%
vi ) Act uar i al assumpt i ons:
Particulars As at
31
st
March, 2014
(`)
As at
31
st
March, 2013
(`)
Mortality table Indian Assured
Lives Mortality
(2006-08)
(Ultimate)
1994-96 (LIC)
(Ultimate)
Retirement age 58 years 58 years
Withdrawal rates 1.00% per annum 1.00% per annum
Future salary rise 5.00% per annum 5.00% per annum
Rate of discounting 8.00% per annum 8.00% per annum
Rate of increase in compensation level 5.00% per annum 5.00% per annum
YLL $PRXQWVIRUWKHFXUUHQWDQGSUHYLRXVYH\HDUVDUHDVIROORZV
Particulars 31
st
March,
2014
(`)
31
st
March,
2013
(`)
31
st
March,
2012
(`)
31
st
March,
2011
(`)
31
st
March,
2010
(`)
Defined benefit obligation 85,44,457 73,09,046 51,24,035 44,63,280 39,40,907
Plan assets ( including bank
balance )
76,28,153 57 ,97 ,325 57 ,91 ,459 50 ,94 ,101 37,11,612
(Surplus) / Deficit 9,16,304 15,11,721 (6,67,424) (6,30,821) 6,92,911*
Experience adjustments on Plan
liabilities loss / ( gain)
2,82,810 8,09,609 1,53,773 (7,36,666) 70,257
Experience on plan assets 2,23,188 33,511 17,394 1,16,149 76,872
*includes unusual item related to previous years
b) Leave encashment (Unfunded)
Changes i n Benef i t Obl i gat i on:
Par t i cul ar s As at
31
st
March, 2014
(`)
As at
31
st
March, 2013
(`)
Actuarial Value of Projected Benefit Obligations (PBO) (Opening
Balance)
40,72,437 36,02,166
Interest Cost 3,25,795 2,88,173
Service Cost 10,16,591 10,05,261
Benefits Paid / Accrued 32,68,072* 11,69,459
Actuarial Gain / Loss on obligations 11,55,672 3,46,296
PBO at the end (Closing Balance) 33,02,423 40,72,437
a) Bal ance Sheet St at ement :
Present value of the Obligation
33,02,423 40,72,437
Fair value of plan assets
NIL NIL
Un-funded Liability
33,02,423 40,72,437
Unrecognized actuarial gains / losses
NIL NIL
Un-f unded l i abi l i t y r ecogni zed i n Bal ance Sheet
33,02,423 40,72,437
ANNUAL REPORT 2013-14
J L MORISON
45
b) St at ement of Pr of i t & Loss:
Particulars Year ended
31
st
March, 2014
(`)
Year ended
31
st
March, 2013
(`)
Interest Cost 3,25,795 2,88,173
Service Cost 10,16,591 10,05,261
Expected return on plan assets NIL NIL
Actuarial Gain / (Loss) recognized ( 11,55,672) ( 3,46,296)
Net Loss t o be pr ovi ded as expense i n St at ement of Pr of i t &
Loss:
24,98,058 16,39,730
Date of Valuation 31
st
March, 2014 31
st
March, 2013
Discounting Rate 8.00% per annum 8.00% per annum
Rate of Increase in Compensation level 5.00% per annum 5.00% per annum
Rate of Return on Plan Assets N.A. N.A.
$PRXQWVIRUWKHFXUUHQWDQGSUHYLRXVYH\HDUVDUHDVIROORZV
Particulars 31
st
March,
2014
(`)
31
st
March,
2013
(`)
31
st
March,
2012
(`)
31
st
March,
2011
(`)
31
st
March,
2010
(`)
Defined Benefit Obligation 33,02,423 40,72,437 36,02,166 15,20,436 12,13,571
Plan Assets ( including bank balance ) N A N A N A N A N A
Surplus / ( Deficit) N A N A N A N A N A
Experience Adjustments on Plan
Liabilities Loss / ( Gain )
11,55,672 3,46,296 30,88,553 3,05,817 (2,91,488)
Experience on Plan Assets N A N A N A N A N A
% 'HQHFRQWULEXWLRQSODQ
The Company has recognised the following amount in Proft and loss account which are included under contribution to
provident and other funds
Particulars
Year ended
31
st
March, 2014
(`)
Year ended
31
st
March, 2013
(`)
a) Provident Fund
Employers contribution to Provident Fund 41,57,385 34,35,606
Employers contribution to Pension Scheme 21,19,313 20,79,898
b) Employee State Insurance Corporation (ESIC)
Employers contribution to ESIC 12,33,178 12,07,667*
*The said amount excludes a sum of ` 76,632/- on account of inspection.
29. SEGMENT REPORTING
As the Companys business activity fall within a single primary business segment viz FMCG products and its operation are
within ndia, the disclosure requirement of Accounting Standard 17 Segment Reporting'' notifed in Companies (Accounting
Standards) Rules 2006 is not applicable.
30. RELATED PARTY DISCLOSURES
Related party disclosures, as required by Accounting Standard 18 - Related Party Disclosures issued by the Institute of
Chartered Accountants of India, are given below:
A) Names of related parties and description of relationship:
D (QWHUSULVHVZKHUH.035HODWLYHVRI.03KDYHVLJQLFDQWLQXHQFH
Rasoi Limited
Hindustan Composites Limited
Looklink Finance Limited
Pallawi Resources Limited
Surdas Trading & Mfg. Co. Limited
ANNUAL REPORT 2013-14
J L MORISON
46
Pallawi Trading & Mfg. Co. Limited
Axon Trading & Mfg. Co. Limited
Lotus Udyog Limited
Goodpoint Advisory Services and Investments Limited
Leaders Healthcare Limited
Rasoi Express Private Limited
Noble Trading Company Limited
Silver Trading & Services Limited
Manoj Mody Foundation - (Mr. Raghu Nandan Mody and Mr. Varunn Mody - Trustees)
b) Key Management Personnel (KMP) and Relatives of KMP
Mr. Raghu Nandan Mody - Chairman
Mr. Varunn Mody - Director
Mrs. Sakshi Mody - Relative of Director
Mr. Atul Tandan - Director
Mr. Shamsunder Aggarwal - Director (upto 13
th
February, 2014)
Mr. Sanjay Kothari - Director
Mr. Bipin Vengsarkar - Executive Director (w.e.f. 1
st
November, 2013)
Mr. Sohan Sarda - Manager
B) Related Party Transactions
Particulars
Key Management Personnel
(KMP) (`)
Enterprises where KMP
/ Relatives of KMP have
VLJQLFDQWLQXHQFH(`)
Total (`)
Year ended Year ended Year ended
31
st
March,
2014
31
st
March,
2013
31
st
March,
2014
31
st
March,
2013
31
st
March,
2014
31
st
March,
2013
Loan taken / (Repaid back)
Hindustan Composites Limited - - - 11,50,00,000 - 11,50,00,000
Hindustan Composites Limited - - (5,00,00,000) (6,50,00,000) (5,00,00,000) (6,50,00,000)
Total - - (5,00,00,000) 5,00,00,000 (5,00,00,000) 5,00,00,000
Deposit given / (Received back)
Rasoi Limited - - - ( 5,00,00,000) - ( 5,00,00,000)
Total - - - (5,00,00,000) - (5,00,00,000)
Sale (including other related income)
Rasoi Limited - - 1,50,76,611 22,49,30,900 1,50,76,611 22,49,30,900
Total - - 1,50,76,611 22,49,30,900 1,50,76,611 22,49,30,900
Other Income (Sale of Assets)
Hindustan Composites Limited - - 1,79,750 2,08,125 1,79,750 2,08,125
Total - - 1,79,750 2,08,125 1,79,750 2,08,125
Rent received from
Hindustan Composites Limited - - 12,00,000 12,00,000 12,00,000 12,00,000
Manoj Mody Foundation - - 1,32,000 1,32,000 1,32,000 1,32,000
Total - - 13,32,000 13,32,000 13,32,000 13,32,000
Rent paid to
Rasoi Limited - - 60,000 2,84,648 60,000 2,84,648
Hindustan Composites Limited - - - 8,00,000 - 8,00,000
Rasoi Limited Service Tax - - 7,416 33,948 7,416 33,948
Total - - 67,416 11,18,596 67,416 11,18,596
Interest received from
Rasoi Limited - - 8,55,997 3,21,404 8,55,997 3,21,404
Total - - 8,55,997 3,21,404 8,55,997 3,21,404
Interest paid to
Hindustan Composites Limited - - 7,96,027 39,65,753 7,96,027 39,65,753
Total - - 7,96,027 39,65,753 7,96,027 39,65,753
ANNUAL REPORT 2013-14
J L MORISON
47
Particulars
Key Management Personnel
(KMP) (`)
Enterprises where KMP
/ Relatives of KMP have
VLJQLFDQWLQXHQFH(`)
Total (`)
Year ended Year ended Year ended
31
st
March,
2014
31
st
March,
2013
31
st
March,
2014
31
st
March,
2013
31
st
March,
2014
31
st
March,
2013
Reimbursement of expense to
Hindustan Composites Ltd. -
Insurance
- - - 55,340 - 55,340
Total - - - 55,340 - 55,340
Reimbursement of expense from
Rasoi Limited - - - 1,64,110 - 1,64,110
Total - - - 1,64,110 - 1,64,110
Payment for Services received from
Rasoi Express Private Limited - - 64,06,264 51,55,485 64,06,264 51,55,485
Total - - 64,06,264 51,55,485 64,06,264 51,55,485
Purchase of Finished Goods from
Leaders Healthcare Limited - - 13,29,53,774 13,14,89,539 13,29,53,774 13,14,89,539
Total - - 13,29,53,774 13,14,89,539 13,29,53,774 13,14,89,539
Remuneration paid to
Mr. Bipin Vengsarkar
Mrs. Sakshi Mody
10,83,523
24,50,040
-
11,46,826
-
-
-
-
10,83,523
24,50,040
-
11,46,826
Mr. Sohan Sarda 30,25,000 26,37,639 - - 30,25,000 26,37,639
Total 65,58,563 37,84,465 - - 65,58,563 37,84,465
Director sitting fee paid to
Mr. Raghu Nandan Mody 5,000 30,000 - - 30,000 30,000
Mr. Varunn Mody
Mr. Atul Tandan
20,000
67,000
20,000
60,000
-
-
-
-
20,000
67,000
20,000
60,000
Mr. Sanjay Kothari
Mr. Shamsunder Aggarwal
62,000
5,000
60,000
-
-
-
-
-
1,34,000
5,000
60,000
-
Total 1,59,000 1,70,000 - - 1,59,000 1,70,000
Dividend received from
Rasoi Limited - - 3,60,062 7,20,124 3,60,062 7,20,124
Hindustan Composites Limited - - 3,69,234 7,38,468 3,69,234 7,38,468
Total - - 7,29,296 14,58,592 7,29,296 14,58,592
Dividend paid to
Rasoi Limited - - 2,72,800 2,72,800 2,72,800 2,72,800
Hindustan Composites Limited - - 2,72,800 2,72,800 2,72,800 2,72,800
Looklink Finance Limited - - 1,13,319 1,13,319 1,13,319 1,13,319
Pallawi Resources Ltd. - - 94,600 94,600 94,600 94,600
Surdas Trading & Mfg. Co. Limited - - 78,742 78,742 78,742 78,742
Pallawi Trading & Mfg. Co. Limited - - 30,000 30,000 30,000 30,000
Axon Trading & Mfg. Co. Limited - - 20,490 20,490 20,490 20,490
Lotus Udyog Limited - - 18,400 18,400 18,400 18,400
Goodpoint Advisory Serv. and Inv. Ltd. - - 14,000 14,000 14,000 14,000
Noble Trading Company Limited - - 8,866 8,866 8,866 8,866
Silver Trading & Services Limited
Leaders Healthcare Limited
-
-
-
-
5,736
27,344
5,736
27,344
5,736
27,344
5,736
27,344
Mr. Raghu Nandan Mody 250 250 - - 250 250
Mr. Varunn Mody
Mr. Atul Tandan
135
100
135
100
-
-
-
-
135
100
135
100
Total 485 485 9,57,097 9,57,097 9,57,582 9,57,582
ANNUAL REPORT 2013-14
J L MORISON
48
C) Outstanding Balance as at 31
st
March, 2014
Particulars
Key Management Personnel
(KMP) (`)
Enterprises where KMP
/ Relatives of KMP have
VLJQLFDQWLQXHQFH(`)
Total (`)
Year ended Year ended Year ended
31
st
March,
2014
31
st
March,
2013
31
st
March,
2014
31
st
March,
2013
31
st
March,
2014
31
st
March,
2013
Sundry debtors
Rasoi Limited - - - 9,46,70,387 - 9,46,70,387
Sundry creditors - - - - - -
Leaders Healthcare Limited
Rasoi Express Private Limited
- - -
-
28,55,491
3,15,916
-
-
28,55,491
3,15,916
Loan Taken
Hindustan Composites Limited
(Net of TDS)
- - - 5,00,00,000 - 5,00,00,000
Interest receivable - - - - - -
Rasoi Limited - - - 2,89,264 - 2,89,264
Interest Payable
Hindustan Composites Limited - - - 1,60,274 - 1,60,274
Investment in
Rasoi Limited - - 8,36,65,727 8,36,65,727 8,36,65,727 8,36,65,727
Hindustan Composites Limited - - 12,60,81,038 2,60,81,038 2,60,81,038 12,60,81,038
Advance given for expense
Hindustan Composites Limited - - - 37,752 - 37,752
Disclosure of loans and advances as per Clause 32 of Listing Agreement as at 31
st
March, 2014 and the maximum amount of
outstanding during the year is ` Nil.
Notes: (i) No amount pertaining to related parties have been provided for as doubtful debts. Also, no amount has been
written off / back.
(ii) The related parties are identifed based on information available with the Company.
31 EARNINGS PER SHARE
Earnings Per Share, as required by Accounting Standard 20 - Earnings Per Share issued by the Institute of Chartered
Accountants of India, is given below:
Earnings Per Share is calculated by dividing the proft attributable to the Equity shareholders by the weighted average number
of equity shares outstanding during the year. The net proft considered for calculation of EPS is as follows:
Particulars Year ended
31
st
March, 2014
(`)
Year ended
31
st
March, 2013
(`)
Proft after taxation as per proft and loss account 2,34,18,926 1,42,62,319
Net proft for calculation of basic / diluted EPS 2,34,18,926 1,42,62,319
Weighted average number of equity Shares outstanding 13,65,034 13,65,034
Basic & diluted earnings per share (Face value ` 10 per share) 17.16 10.45
32 Current tax expenses include `1,57,985 (P.Y. ` 1,40,100/-) and ` 2,17,329/- (P.Y. ` 57,128/-) in respect of wealth tax and ncome
tax of earlier years respectively.
ANNUAL REPORT 2013-14
J L MORISON
49
33 n respect of properties taken/given on lease by the Company, the Lease agreements are mutually renewable/ cancellable.
34 VALUE OF IMPORTS ON CIF BASIS
Particulars Year ended
31
st
March, 2014
(`)
Year ended
31
st
March, 2013
(`)
Trading
Edible oil bulk - 21,10,22,979
Personal and health care 18,48,88,045 11,84,22,522
35 EXPENDITURE IN FOREIGN CURRENCY
Royalty 1,61,61,219 47,92,972
Others 26,78,644 20,84,788
36 FOREIGN CURRENCY EXPOSURE
Particulars Currency Non Hedged Hedged
31
st
March, 2014 31
st
March, 2013 31
st
March, 2014 31
st
March, 2013
Creditors USD - 16,54,332.78 - -
J PY 56,44,800 4,53,43,920.00 3,85,03,890 -
EURO 2,11,803 4,12,344.88 - -
HKD - 4,76,768.36 - -
GBP 2,239 - - -
Advance to creditors USD 16,261 4,686.94 - -
37 3UHYLRXV\HDUVJXUHVKDYHEHHQUHJURXSHGUHFODVVLHGZKHQHYHUQHFHVVDU\WRFRQIRUPWRFXUUHQW\HDUVFODVVLFDWLRQ
Signatures to Notes 1 to 37 which form an integral part of the fnancial statements.
For and on behalf of the Board of Directors
Sanjay Kothari Bipin Vengsarkar
Director Executive Director
Place : Mumbai Kuldip Balasia Sohan Sarda
Date : 29
th
May, 2014 V. P. Corporate & Company Secretary Chief Financial Offcer
NOTES
ANNUAL REPORT 2013-14
J L MORISON
51
J. L. MORISON (INDIA) LIMITED
CIN: L51109WB1934PLC088167
Regd. Offce: 'Rasoi Court' 20, Sir R. N. Mukherjee Road, Kolkata 700 001, Tel.: (033) 2248 0114/5, Fax: (033) 2248 1200,
E-mail: investors@jlmorison.com, Website: www.jlmorison.com
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 Shareholder
Father's/Mother's/Spouse's Name
Address (Registered Offce Address in case the Member is a
Body Corporate)
E-mail ID
PAN or CIN
UIN (Aadhar Number)
Occupation
Residential Status
Nationality
In case member is a minor, name of the guardian
Date of birth of the Member
_________________________
Place: ____________ Signature of the Member
Date: _____________
Kindly submit the above details duly flled in and signed at the appropriate place to the Registrar & Share Transfer Agent of the
Company VIZ. DATAMATICS FINANCIAL SERVICES LIMITED, PLOT NO.B-5, PART B, CROSS LANE, MIDC, MAROL,
ANDHERI (EAST), MUMBAI 400 093.
The E-mail D provided shall be updated subject to successful verifcation of your signature. The members may receive Annual
Reports in physical form free of cost by post by making request for the same.
Thanking you,
For J. L. Morison (India) Limited
Kuldip Balasia
V. P. - Corporate & Company Secretary

ANNUAL REPORT 2013-14


J L MORISON
52
NECS MANDATE FORM
J. L. MORISON (INDIA) LIMITED
CIN: L51109WB1934PLC088167
Regd. Offce: 'Rasoi Court' 20, Sir R. N. Mukherjee Road, Kolkata 700 001, Tel.: (033) 2248 0114/5, Fax: (033) 2248 1200,
E-mail: investors@jlmorison.com, Website: www.jlmorison.com
DATAMATICS FINANCIAL SERVICES LIMITED
UNIT: J.L.MORISON (INDIA) LIMITED
Plot No.B-5, Part B, Cross Lane, MIDC,
Marol, Andheri (East),
Mumbai - 400 093
Email Id : corpequity@dfssl.com
For SHARES HELD IN THE PHYSICAL MODE
please complete the form and mail to
For SHARES HELD IN THE ELECTRONICMODE
please inform respective DPs
Dear Sirs,
Sub: Payment of Dividend through NECS
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 D. No./DPD.No. _________________________________________________________________________
)ROLR1RJLYHQLQHTXLW\VKDUHFHUWLFDWHVFXVWRPHU,'1RJLYHQE\\RXU'3V
2. Shareholders Name: Shri/Smt./Kum./M/s. ___________________________________________________________________
____________________________________________________________________________________________________
3. Shareholders Address : _________________________________________________________________________________
____________________________________________________________________________________________________
4. Telephone No. _______________________________________5. Mobile No._______________________________________
6. Particulars of the Bank:
Bank Name: ______________________________________________________________________________________
Branch Name and Address:___________________________________________________________________________
Mention the 9 digit code number issued by the bank and Branch appearing on the MCR cheque issue by the bank:_____
_________________________________________________________________________________________________
Account Type (please \ ) Savings
Current
Cash Credit
Account Number (as appearing on the cheque Book):_______________________________________________________
FSC Code Number:_________________________________________________________________________________
7. 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, would not hold the company /Registrars & hare 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.
Place: _____________ __________________________________
Date: ______________ Signature of the frst/sole shareholder
Note: 1) Please attach the photocopy of a Cheque or a cancelled bank cheque issued by your bank for verifying the accuracy of the
code number.
2) The Form can be downloaded from the companys website: www.jlmorison.com

ANNUAL REPORT 2013-14


J L MORISON
53
J. L. Morison (India) Limited
CIN: L51109WB1934PLC088167
Regd. Offce: 'Rasoi Court' 20, Sir R. N. Mukherjee Road, Kolkata 700 001, Tel.: (033) 2248 0114/5, Fax: (033) 2248 1200, E- mail: investors@jlmorison.com, Website: www.jlmorison.com
PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
79
th
Annual General Meeting 11
th
September, 2014
Name of the Member (s) : __________________________________________________________________________________________
Registered Address : __________________________________________________________________________________________
__________________________________________________________________________________________
Email ID : __________________________________________________________________________________________
Folio No/Client D : __________________________________________________________________________________________
DP ID : __________________________________________________________________________________________
/We, being a Member (s) of ________________ shares of the above named Company hereby appoint:
1. Name:_________________________________ Address: __________________________________________________________________________________
Email ID: ______________________________________________________________________ Signature: ______________________________, or failing him
2. Name:_________________________________ Address: __________________________________________________________________________________
Email ID: ______________________________________________________________________ Signature: ______________________________, or failing him
3. Name:_________________________________ Address: __________________________________________________________________________________
Email ID: ______________________________________________________________________ Signature: ______________________________, or failing him
as my/our proxy to attend and vote (on poll) for me/us on my/our behalf of at the 79
th
Annual General Meeting of the Company to be held on 11
th
day of September, 2014
at 11.00 a.m. at Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017 and at any adjournment thereof in respect of such resolution as are indicated below:
Resolution
Number
Resolutions Vote (Optional see note 2)
Please mention no. of Share)
For Against Abstain
Ordinary Business:
1. Ordinary Resolution for adoption of Audited Financial Statements for the year ended 31
st
March, 2014 and the
Reports of the Directors and the Auditors thereon.
2. Ordinary Resolution for declaration of Dividend on Equity Shares for the fnancial year ended 31
st
March, 2014.
3. Ordinary Resolution for appointment of a director in place of Mr. Raghu Nandan Mody, Chairman, who retires
by rotation and being eligible, offers himself for re-appointment.
4. Ordinary Resolution for re-appointment of M/s. Haribhakti & Co., Chartered Accountants (having FRN
103523W), Mumbai as Statutory Auditors of the Company to hold offce from the conclusion of this Annual
General Meeting until the conclusion of next Annual General Meeting and to fx their remuneration.
Special Business:
5. Ordinary Resolution for appointment of Mr. Bipin Vengsarkar as Director of the Company w.e.f. 1
st
November, 2013.
6. Special Resolution for appointment of Mr. Bipin Vengsarkar as an Executive Director of the Company for a
period of 3 years w.e.f. 1
st
November, 2013.
7. Ordinary Resolution for appointment of Mr. Brij Gopal Roy as Director (Independent) of the Company w.e.f.
29
th
May, 2014.
8. Ordinary Resolution for appointment of Mrs. Sakshi Mody as Director of the Company w.e.f. 29
th
May, 2014.
9. Special Resolution for appointment of Mrs. Sakshi Mody as an Executive Director of the Company for a period
of 3 years w.e.f. 29
th
May, 2014.
10. Ordinary Resolution for appointment Mr. Atul Tandan as an ndependent Director of the Company to hold offce
as such upto 31
st
March, 2019.
11. Ordinary Resolution for appointment Mr. Sanjay Kothari as an Independent Director of the Company to hold
offce as such upto 31
st
March, 2019.
12. Special Resolution under Section 180(1)(c) of the Companies Act, 2013 for increase in borrowing powers of
the Company upto ` 100 Crores.
13. Special Resolution under Section 180(1)(a) of the Companies Act, 2013 to authorize Board of Directors of the
Company to create mortgages/charges/hypothecation on all or any of the immovable and/or movable assets of
the Company, both present and future upto an amount as approved by the shareholders of the Company under
Section 180(1)(c) of the Companies Act, 2013.
14. Special Resolution for adoption of new set of Articles of Association of the Company.
15. Ordinary Resolution under Section 181 of the Companies Act, 2013 for increase in limit of donation.
16. Special Resolution under Section 94 of the Companies Act, 2013 for keeping registers, returns etc. at a place
other than the Registered offce of the Company.
Signed this _________ day of _______2014
Signature of Member: _________________________
Signature of Proxy holder: ______________________
Note:
1. This form of proxy in order to be effective, should be duly completed and deposited at the Registered Offce 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 he/she may deemed appropriate.
Affx
Revenue
Stamp of
Re.0.15

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ANNUAL REPORT 2013-14
J L MORISON
55
J. L. MORISON (INDIA) LIMITED
CIN: L51109WB1934PLC088167
Regd. Offce: 'Rasoi Court', 20, Sir R. N. Mukherjee Road, Kolkata 700 001. Tel.: 033-22480114/5, Fax: 033-22481200,
E-mail: investors@jlmorison.com, Website: www.jlmorison.com
ASSENT/DISSENT FORM FOR VOTING ON AGM RESOLUTIONS
1. Name & Registered Address of Shareholder
(IN BLOCK LETTER)
2. Name(s) of J oint holders, if any
3. Registered folio No./
DP D No./Client D No.*
(*Applicable to investors holding shares in
dematerialized form)
4. Number of share(s) held
5. /We hereby exercise my/our vote in respect of the following resolutions to be passed for the business stated in the Notice of the Annual
General Meeting dated 11
th
September, 2014 by conveying my/our assent or dissent to the Resolutions by placing a tick () mark at the
appropriate box below.
Item
No.
Description of the Resolution No. of share(s)
I/We assent to the
resolution (FOR )
I/We dissent to the
resolution (AGAINST)
1. Ordinary Resolution for adoption of Audited Financial
Statements for the year ended 31
st
March, 2014 and
the Reports of the Directors and the Auditors thereon.
2. Ordinary Resolution for declaration of Dividend on Equity
Shares for the fnancial year ended 31
st
March, 2014.
3. Ordinary Resolution for appointment of a director in
place of Mr. Raghu Nandan Mody, Chairman, who
retires by rotation and being eligible, offers himself for
re-appointment.
4. Ordinary Resolution for re-appointment of M/s.
Haribhakti & Co., Chartered Accountants (having
FRN 103523W), Mumbai as Statutory Auditors of the
Company to hold offce from the conclusion of this
Annual General Meeting until the conclusion of next
Annual General Meeting and to fx their remuneration.
5. Ordinary Resolution for appointment of Mr. Bipin
Vengsarkar as Director of the Company w.e.f. 1
st
November, 2013.
6. Special Resolution for appointment of Mr. Bipin
Vengsarkar as an Executive Director of the Company
for a period of 3 years w.e.f. 1
st
November, 2013.
7. Ordinary Resolution for appointment of Mr. Brij Gopal
Roy as Director (Independent) of the Company w.e.f.
29
th
May, 2014.
8. Ordinary Resolution for appointment of Mrs. Sakshi
Mody as Director of the Company w.e.f. 29
th
May, 2014.

ANNUAL REPORT 2013-14


J L MORISON
56
9. Special Resolution for appointment of Mrs. Sakshi
Mody as an Executive Director of the Company for a
period of 3 years w.e.f. 29
th
May, 2014.
10. Ordinary Resolution for appointment Mr. Atul Tandan
as an Independent Director of the Company to hold
offce as such upto 31
st
March, 2019.
11. Ordinary Resolution for appointment Mr. Sanjay
Kothari as an Independent Director of the Company to
hold offce as such upto 31
st
March, 2019.
12. Special Resolution under Section 180(1)(c) of the
Companies Act, 2013 for increase in borrowing
powers of the Company upto Rs. 100 Crores.
13. Special Resolution under Section 180(1)(a) of the
Companies Act, 2013 to authorize Board of Directors
of the Company to create mortgages/charges/
hypothecation on all or any of the immovable and /
or movable assets of the Company, both present
and future upto an amount as approved by the
shareholders of the Company under Section 180(1)(c)
of the Companies Act, 2013.
14. Special Resolution for adoption of new set of Articles
of Association of the Company.
15. Ordinary Resolution under Section 181 of the
Companies Act, 2013 for increase in limit of donation.
16. Special Resolution under Section 94 of the Companies
Act, 2013 for keeping registers, returns etc. at a place
other than the Registered offce of the Company.
Place : _________________ ----------------------------------------
Date : _________________ (Signature of the shareholder)
Notes : (i) f you opt to cast your vote by e-voting, there is no need to fll up and sign this form.
(ii) Last date for receipt of Assent/Dissent Form :6
th
September, 2014(6.00 pm)
(iii) Please read the instructions carefully before exercising your vote.
INSTRUCTIONS
General instructions
1. Shareholders have option to vote either through e-voting i.e. electronic means or to convey assent/dissent in physical form. f a shareholder has opted
for Physical Assent / Dissent Form, then he/she should not vote by e-voting and vice versa. However, in case Shareholders cast their vote through both
physical assent/dissent form and e-voting, then vote casted through e-voting shall be considered.
2. The notice of Annual General Meeting is dispatched/e-mailed to the members whose names appear on the Register of Members as on 1
st
August, 2014 and
voting rights shall be reckoned on the paid up value of the shares registered in the name of the shareholders as on the said date.
3. Voting through physical assent / dissent form cannot be exercised by a proxy.
Instructions for voting physically in Assent / Dissent Form
1. A Member desiring to exercise vote by Assent / Dissent should complete this Form (no otherform or photocopy thereof is permitted) and send it to the
Scrutinizer, Mr. Manish L. Ghia,Partner, M/s Manish Ghia and Associates, Company Secretaries, Mumbai and send the same at their cost to reach the
Scrutinizer at the Registered Offce of the Company on or before the close of working hours i.e. 6.00 p.m. on 6
th
September, 2014. Any form received
thereafter will be strictly treated as if the reply from such Member has not been received.
2. This Form should be completed and signed by the Shareholder (as per the specimen signature registered with the Company/ Depository Participants). n
case of joint holding, this Form should be completed and signed by the frst named Shareholder and in his absence, by the nextnamed Shareholder.
3. n respect of shares held by corporate and institutional shareholders (companies, trusts,societies, etc.), the completed Assent / Dissent Formshould be
accompanied by a certifed copy of the relevant Board Resolution/appropriate authorization with the specimen signature(s) of the authorized signatory(ies)
duly attested.
4. The consent must be accorded by recording the assent in the column 'FOR' or dissent in the column 'AGANST' by placing a tick mark (\) in the
appropriate column in the Form. The assent or dissent received in any other form shall not be considered valid.
5. Members are requested to fll the Form in indelible ink and avoid flling it by using erasable writing medium(s) like pencil.
6. There will be one Assent / Dissent Form for every folio / Client id irrespective of the number of joint holders.
7. A Member may request for a duplicate Assent / Dissent Form, if so required, and the same duly completed should reach the Scrutinizer not later than the
date specifed under instruction No.1 above.
8. Members are requested not to send any other paper along with the Assent / Dissent Form. They are also requested not to write anything inthe Assent / Dissent
form except giving their assent or dissent and putting their signature. If any other paper is sent along with the form the same will be destroyed by the Scrutinizer.
9. The Scrutinizer's decision on the validity of the Assent / Dissent Form will be fnal and binding.
10. Incomplete, unsigned or incorrectly ticked Assent / Dissent Forms will be rejected.

ANNUAL REPORT 2013-14


J L MORISON
57
J. L. MORISON (INDIA) LIMITED
CIN: L51109WB1934PLC088167
Regd. Offce: 'Rasoi Court' 20, Sir R. N. Mukherjee Road, Kolkata 700 001, Tel.: (033) 2248 0114/5, Fax: (033) 2248 1200, E-mail: investors@jlmorison.com, Website: www.jlmorison.com
E-Voting Procedure
Dear Shareholder,
Pursuant to the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration)
Rules, 2014, the Company is pleased to provide to the members facility to exercise their right to vote at the Annual General Meeting
(AGM) by electronic means and the business may be transacted through e-Voting Services provided by National Securities Depository
Limited (NSDL):
The Company has approached NSDL for providing e-voting services through its e-voting platform. n this regard, your Demat Account/
Folio Number has been enrolled by the Company for your participation in e-voting on resolution placed by the Company on e-voting
system.
The Notice of the AGM of the Company inter alia indicating the process and manner of e-voting process and Assent/Dissent Form
along with Attendance Slip and Proxy Form can be downloaded from the link https://www.evoting.nsdl.com or www.jlmorison.com.
The e-voting period shall commence on 4
th
September, 2014 (9:00 am) and end on 6
th
September, 2014 (6:00 pm). During this period
shareholders of the Company may cast their vote electronically. The e-voting module shall be disabled for voting thereafter. Once the
vote on a resolution is casted by the shareholder, the shareholder shall not be allowed to change it subsequently.
The voting rights of shareholders shall be in proportion to their holdings in the paid up equity share capital of the Company as on
Friday, 1
st
August, 2014 (being cut-off date).
The procedure to login to e-voting website is given below:
1. nitial password is provided at below/at the bottom of the Attendance Slip for the AGM
EVEN (E Voting Event Number), USER D, PASSWORD/PN
2. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/
3. Click on Shareholder Login.
4. Put user ID and password as initial password noted in step (1) above and Click Login.
5. Password change menu appears. Change the password with new password of your choice with minimum 8 digits/characters or
combination thereof.
6. Home page of e-Votingopens. Click on e-Voting: Active Voting Cycles.
7. Select EVEN of J . L. Morison (India) Limited. Members can cast their vote online from 4
th
September, 2014 (9:00 am) and ends
on 6
th
September, 2014 (6:00 pm).
Note: e-voting shall not be allowed beyond said time.
8. Now you are ready for e-voting as Cast Vote page opens.
9. Cast your vote by selecting appropriate option and click on Submit and also Confrm when prompted.
nstitutional shareholders (i.e. other than individuals, HUF, NR etc.) are required to send scanned copy (PDF/JPG Format) of the
relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who
are authorized to vote, to the Scrutinizer through e-mail: scrutinizer@mgconsulting.in with a copy marked to evoting@nsdl.co.in
Please note that:
Login to e-voting website will be disabled upon fve unsuccessful attempts to key-in the correct password. n such an event, you
will need to go through Forgot Password option available on the site to reset the same.
Your login id and password can be used by you exclusively for e-voting on the resolutions placed by the Companies in which you
are the shareholder.
t is strongly recommended not to share your password with any other person and take utmost care to keep it confdential.
Please note that if you have opened 3-in-1 account with ICICI Group i.e. bank account and demat account with ICICI Bank
Limited and trading account with ICICI Securities Limited, you can access e-Voting website of NSDL through their website viz.;
www.icicidirect.com for the purpose of casting your votes electronically by using your existing user ID and password used for
accessing the website www.icicidirect.com. Please note that in case you are not able to login through ICICI direct website, you
can also access the e-Voting system of NSDL by using your existing user ID and password for the e-voting system of NSDL.
In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for members and e-voting user manual for
members available at the Downloads sections of https://www.evoting.nsdl.com or contact NSDL at the following Telephone
No.:022-2499 4600.
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K
J. L. MORISON (INDIA) LIMITED
CIN: L51109WB1934PLC088167
Regd. Off: Rasoi Court, 20, Sir R. N. Mukherjee Road, Kolkata 700 001.
Tel.: 033-22480114/5, Fax: 033-22481200, E-mail: investors@jlmorison.com, Website: www.jlmorison.com
(To be completed and presented at the entrance)
ATTENDANCE SLIP
79
TH
ANNUAL GENERAL MEETING ON 11
TH
SEPTEMBER, 2014
Registered Folio/
DP ID & Client ID
Name and address of the
shareholder(s)
Joint Holder 1
Joint Holder 2
No. of Shares held
I/We hereby record my/our presence at the 79
TH
ANNUAL GENERAL MEETING of the Company held on Thursday, 11
th
September,
2014 at 11.00 a.m. at Kala Kunj, 48, Shakespeare Sarani, Kolkata 700 017.
_____________________________ _____________________________ _________________________
Members Folio/DP ID/Client ID No. Members/Proxys name Members/Proxys Signature
(in Block Letters)
Note:
1. Please fll in the Folio/DP ID-Client ID No., name and sign the Attendance Slip and hand it over at the Attendance Verifcation
Counter at the ENTRANCE OF THE MEETING HALL.
ELECTRONIC VOTING PARTICULARS
Electronic Voting Event
Number
(EVEN)
User ID Password
Note: Please read the instructions for e-voting given along with Annual Report. The voting period starts
from Thursday, 4
th
September, 2014 (9:00 am) and ends on Saturday, 6
th
September, 2014 (6:00 pm).
The voting module shall be disabled by NSDL for voting thereafter.
Note: PLEASE BRING THE ABOVE ATTENDANCE SLIP TO THE MEETING HALL.
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