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J L Morison (India) Ltd.

BSE: 506522 Sector: Others
NSE: N.A. ISIN Code: INE430D01015
BSE 00:00 | 30 Jan 1668.50 -27.80
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NSE 05:30 | 01 Jan J L Morison (India) Ltd
OPEN 1647.00
PREVIOUS CLOSE 1696.30
VOLUME 18
52-Week high 1949.95
52-Week low 1530.00
P/E 33.69
Mkt Cap.(Rs cr) 229
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1647.00
CLOSE 1696.30
VOLUME 18
52-Week high 1949.95
52-Week low 1530.00
P/E 33.69
Mkt Cap.(Rs cr) 229
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

J L Morison (India) Ltd. (JLMORISONI) - Director Report

Company director report

To the Members

J. L. Morison (India) Limited

Your directors are pleased to present the 87th Annual Report of your Companycomprising the Audited Financial Statements for the financial year ended 31 st March2022.

1. FINANCIAL HIGHLIGHTS: (Rs. in Lakhs)

Sr. No. Particulars Current Financial Year ended 31.03.2022 Previous Financial Year ended 31.03.2021
1. Total Revenue (net) 11850.91 10321.95
2. Profit before Finance Cost Depreciation & Amortization expenses and Tax 887.61 745.03
3. Finance Cost 4.95 7.10
4. Depreciation and Amortization expenses 88.40 97.85
5. Profit before exceptional items and tax 794.26 640.08
6. Tax Expenses 182.29 138.51
7. Profit after tax 611.97 501.57
8. Other Comprehensive Income / (Loss) (Net of tax) 2255.61 1693.31
9. Total Comprehensive Income / (Loss) 2867.58 2194.88

2. COVID-19 AND ITS IMPACT:

The business environment during the financial year 2021-22 continued to remain volatileand challenging. India witnessed a devasting 2nd wave of Covid-19 pandemic during the 1stquarter with a significant humanitarian and economic impact which has changed almost everyaspect of human lives. Operational challenges mounted due to restricted movement anddisrupted supply lines. As we gradually emerged from the challenging phase of thepandemic the consumption of products moderated. Our focus was on our people's health& safety meeting the demand of consumers. The directors have been closely reviewingwith the Management the impact of Covid-19 on the Company.

After 1st quarter of the financial year 2021-22 the COVID related restrictions wereprogressively lifted by the governments thereby enabling physical attendance and resumingwork at offices. However the Company has proactively continued measures of ensuringsocial distancing wearing of masks and frequent sanitation so as to ensure utmost care ofhealth and hygiene. The Company encouraged and supported all its employees to get fullyvaccinated.

The Company's products viz. Baby products Hair color and Toothpaste are meant fordaily consumption. The Management is in constant touch with its customers on the evolvingsituation and are making all efforts to service their requirements with minimal delays.

3. OPERATIONAL PERFORMANCE:

During the financial year 2021-22 the Company achieved total revenue of Rs. 11850.91Lakhs as against Rs. 10321.95 Lakhs in the previous year. Despite challenging marketconditions which was further aggravated by the outbreak of 2nd wave of Covid-19 pandemicand the resultant lockdown in the Country the net revenue from operations for thefinancial year 2021-22 was increased by 16.08% i.e. from Rs. 10013.92 Lakhs to Rs.11624.03 Lakhs.

Profit Before Tax during the financial year 2021-22 was Rs. 794.26 Lakhs (previous yearRs. 640.08 Lakhs) and Net Profit after Tax for the said period was Rs. 611.97 Lakhs(previous year Rs. 501.57 Lakhs) after Provision for Tax of Rs. 182.29 Lakhs in financialyear 2021-22 (previous year Rs. 138.51 Lakhs).

During the financial year 2021-22 the Other Comprehensive Income (OCI) (Net of tax)was Rs. 2255.61 Lakhs as against Rs. 1693.31 Lakhs in the previous year. The totalcomprehensive income for the financial year 2021-22 was Rs. 2867.58 Lakhs as against Rs.2194.88 Lakhs in the previous year.

The Company continuously explores newer opportunities by launching new products in itsown brands segment and will continue the same in future.

There was no change in the nature of business activities of the Company during thefinancial year 2021-22.

4. DIVIDEND & RESERVES:

Your directors have pleasure in recommending payment of final dividend of Re. 1/- perEquity Share of face value of Rs. 10/- each for the financial year 2021-22 (previousfinancial year Re. 1/-) being 10% of the face value. This will absorb total cash outflowof Rs. 13.65 Lakhs (previous financial year Rs. 13.65 Lakhs). The dividend if declaredwill be paid to those members whose names shall appear in the Register of Members / Listof Beneficiaries as on Monday 19th September 2022.

During the financial year under review the Company has not transferred any amount tothe General Reserve.

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

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

6. SHARE CAPITAL OF THE COMPANY:

The Authorized share capital of your Company as on 31st March 2022 was Rs.30000000/- (Rupees Three Crores only) divided into 3000000 Equity Shares of Rs. 10/-(Rupees Ten).

During the financial year under review there was no change in paid-up share capital ofthe Company. The paid-up equity share capital of your Company as on 31st March 2022 wasRs. 13650340/- (Rupees One Crore Thirty Six Lakhs Fifty Thousand Three Hundred Fortyonly) divided into 1365034 Equity Shares of Rs. 10/- (Rupees Ten) each fully paid up.

7. SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company had no subsidiary joint venture or associate company during the financialyear 2021-22.

8. ANNUAL RETURN:

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act 2013(‘Act') the annual return of the Company as on 31st March 2022 will be available onthe website of the Company athttps://www.jlmorison.com/investors-relations/#FINANCIAL-INFORMATION

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31st March 2022 the Board comprised of six Directors including oneIndependent Women Director. The Board has an appropriate mix of Executive Non-Executiveand Independent Directors which is in compliance with the requirements of the Act and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘ListingRegulations') and is also aligned with the best practices of Corporate Governance.

a) Retirement by Rotation:

In accordance with the provisions of Section 152(6) of Act read with Companies(Management and Administration) Rules 2014 and Articles of Association of the CompanyMr. Sohan Sarda (DIN: 00129782) Director of the Company retires by rotation at theensuing 87th Annual General Meeting of the Company and being eligible has offered himselffor re-appointment. The Board of Directors on the recommendation of the Nomination andRemuneration ("NRC") Committee has recommended his re-appointment to themembers of the Company.

b) Appointment and Re-appointment:

The members of the Company at their 86th Annual General Meeting held on 27thSeptember 2021 had re-appointed Mr. Lalit Kumar Bararia (DIN: 00204670) as anIndependent Director of the Company for second term of 5 consecutive years by passingspecial resolution pursuant to the provisions of Section 149(10) of Companies Act 2013read with Schedule IV of the Act effective from 1 st February 2022 till 31st January2027 not liable to retire by rotation. In the opinion of the Board Mr. Lalit KumarBararia possesses requisite expertise integrity and experience (including proficiency)for acting as an Independent Director of the Company.

Mr. Raghu Mody (DIN 00053329) who retired by rotation at previous 86th Annual GeneralMeeting held on 27th September 2021 was reappointed as director of theCompany in terms of provisions of Section 152(6) of the Act.

Further Mr. Ravi Vaishnav an Associate member of the Institute of Company Secretariesof India holding Membership No-A34607 was appointed as Company Secretary andCompliance Officer of the Company w.e.f.17 th September 2021 uponresignation of Ms. Sonal Naik previous Company Secretary and Compliance Officer of theCompany.

c) Cessation:

During the financial year 2021-22 Ms. Sonal Naik Company Secretary and ComplianceOfficer of the Company resigned from the services of the Company w.e.f. close of businesshours of 16th September 2021.

The Board places on record its sincere appreciation for the valuable contribution madeby her during her tenure with the Company.

d) Declaration from Independent Directors:

Pursuant to the provisions of Section 149(6) of the Act and Regulations 16(1)(b) and 25of the Listing Regulations the Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of Independence and arenot aware of any circumstances or situation which exist or may be reasonably anticipatedthat could impair or impact their ability to discharge their duties with an objective ofindependent judgement and without any external influence.

The Independent Directors have also confirmed that they have complied with Schedule IVof the Act and the Company's Code of Conduct.

Further the Independent Directors have also submitted their declaration in compliancewith the provision of Rule 6(3) of the Companies (Appointment and Qualification ofDirectors) Rules 2014 which mandates the inclusion of Independent Director's name in thedata bank of Indian Institute of Corporate Affairs ("IICA") till they continueto hold the office of independent director.

None of the directors of your Company are disqualified under the provisions of Section164(2) of the Act. Your directors have made necessary disclosures as required undervarious provisions of the Companies Act 2013 and the Listing Regulations. In the opinionof the Board all the independent directors are persons of integrity and possess relevantexpertise and experience and are independent of the management.

e) Annual performance evaluation by the Board:

Pursuant to the provisions of the Act and the Listing Regulations the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its committees.

The Nomination and Remuneration Committee of the Company has specified the manner ofeffective evaluation of the performance of Board its Committees and individual directorsof the Company and has authorized the Board to carry out their evaluation. Based on themanner specified by the Nomination and Remuneration Committee the Board has devisedquestionnaire to evaluate its performance and performance of its Committees and individualdirectors and the Chairperson. Such questions are prepared considering the business of theCompany and the expectations that the Board has from each of the directors. Theperformance of each Committee was evaluated by the Board based on report on evaluationreceived from respective Board Committees. The reports on performance evaluation of theindividual directors were reviewed by the Chairman of the Board.

The evaluation framework for assessing the performance of directors comprises of thefollowing key areas: i. Attendance at Board and Committee Meetings; ii. Quality ofcontribution to Board deliberations; iii. Strategic perspectives or inputs regardingfuture growth of the Company and its performance; and iv. Providing perspectives andfeedback going beyond information provided by the management. The details of theprogrammes for familiarization of Independent Directors with the Company their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company and related matters are put up on the website ofthe Company at https://www.jlmorison.com/wp-content/uploads/2021/02/FAMILIARIZATION-

PROGRAMMES-FOR-INDEPENDENT-DIRECTORS.pdf

f) Key Managerial Personnel (KMP):

The Key Managerial Personnel of the Company are as follows:

Sr. No. Name of the KMP Designation
1. Mr. Sohan Sarda Executive Director & CEO
2. Mr. Ravindra Gajelli Chief Financial Officer
3. Ms. Sonal Naik Company Secretary and Compliance Officer (resigned w.e.f. close of business hours of 16th September 2021)
4. Mr. Ravi Vaishnav Company Secretary and Compliance Officer (w.e.f. 17 th September 2021)

10. MANAGERIAL REMUNERATION AND OTHER DETAILS:

The necessary details/disclosures of Ratio of Remuneration of each Director to themedian employees' remuneration and other details pursuant to the provisions of Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 (‘Rules') is appended herewith as "AnnexureA" and forms part of this report.

The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rules 5(2) and 5(3) of the Rules is provided in a separate annexure.Further in terms of Section 136 of the Act the report and accounts are being sent to themembers excluding the aforesaid annexure. The said annexure is available for inspection atthe Registered Office of the Company during the working hours and any member interested inobtaining a copy of the same may write to the Company Secretary and Compliance officer ofthe Company and the same will be furnished on request.

11. REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the ListingRegulations and on the recommendation of the Nomination and Remuneration Committee theBoard of Directors has adopted a policy (‘Remuneration Policy') for selection andappointment of Directors Key Managerial Personnel (‘KMP') Senior ManagementPersonnel (‘SMP') other employees and their remuneration including criteria fordetermining qualifications positive attributes independence of a director and otherrelated matters. The Board at its meeting held on 10th February 2022 amended theRemuneration policy of the Company to reflect the amendments notified by the SEBI in theSEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations2021 pertaining to criteria of independence of Independent Directors their appointment /re-appointment / removal and roles of Nomination and Remuneration Committee of theCompany.The Remuneration Policy is placed on the website of the Company athttps://www.jlmorison.com/wp-content/uploads/2022/04/Remuneration-Policy.pdf

12. MEETINGS OF THE BOARD:

The Board met Six (6) times during the financial year 2021-22 the details of which aregiven in the Report on Corporate Governance. The intervening gap between the twoconsecutive meetings was within the period prescribed under the Act and ListingRegulations including circulars / notifications issued thereunder.

13. COMMITTEES OF THE BOARD:

In accordance with the provisions of the Act and Listing Regulations the Company hasconstituted four committees of the Board namely: -

1) Audit Committee

2) Stakeholders' Relationship Committee

3) Nomination and Remuneration Committee

4) Corporate Social Responsibility Committee

Details of all the Committees along with their composition changes if any andmeetings held during the financial year 2021-22 are provided in the Corporate GovernanceReport forming part of this Report.

14. AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Actand Regulation 18 of the Listing Regulations.

As on 31st March 2022 the Audit Committee comprised of following members:-

Sr. No. Name of the Members Designation
1. Mr. Sanjay Kothari Chairman
2. Mr. Lalit Kumar Bararia Member
3. Mr. dinesh Sharma Member
4. Mr. Sohan Sarda Member
5. Mrs. Annapurna Dubey Member

The Company Secretary and Compliance Officer of the Company acts as Secretary oftheAudit Committee.

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

Other details with respect to Audit Committee are given in Corporate Governance Reportforming part of this Report. All the recommendations made by the Audit Committee were dulyaccepted by the Board of Directors of the Company.

15. DIRECTORS' RESPONSIBILITY STATEMENT:

Your directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(3)(c) readwith Section 134(5) of the Act state that: a. in the preparation of the annual accountsthe applicable accounting standards have been followed along with proper explanationrelating to material departures; b. the directors have selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year on 31st March 2022 and of the profit of the Company for thatperiod; c. the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;d. the directors have prepared the annual accounts on a going concern basis; e. thedirectors have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and f.the directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

16. PUBLIC DEPOSITS:

During the financial year 2021-22 the Company has not accepted or renewed any depositswithin the meaning of Sections 73 and 76 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014. As on 31st March 2022 there were no deposits which wereunclaimed / unpaid and due for repayment.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF

THE ACT:

All contracts / arrangements / transactions entered by the Company during the financialyear 2021-22 with related parties were in the ordinary course of business and on arm'slength basis and were entered into based on considerations of various business exigenciessuch as synergy in operations their specialization etc. and in furtherance of theCompany's interests. Pursuant to the provisions of Section 188(1) of the Act read with theCompanies (Accounts) Rules 2014 the details of material related party transactions aregiven in prescribed Form AOC-2 and appended herewith as "Annexure B" andforms part of this report.

In accordance with the provisions of Regulation 23 of the Listing Regulations theCompany has adopted a policy on Related Party Transactions and the same has been uploadedon its website viz. https://www.jlmorison.com/wp-content/uploads/2022/04/Policy-on-Related-Party-Transactions.pdf

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT 2013:

The details of loans guarantee or investments made by the Company under Section 186 ofthe Act are given under Notes to Accounts of financial statements provided in this AnnualReport.

19. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Act read with the Companies (CorporateSocial Responsibility) Rules 2014 the Company has formed Corporate Social ResponsibilityCommittee and Policy on Corporate Social Responsibility (‘CSR'). As required underthe provisions of Rule 8 of the Companies (Corporate Social Responsibility) Rules 2014 abrief outline/salient features of the Company's CSR Policy and the Annual Report on CSRactivities undertaken by the Company is provided in "Annexure C" formingpart of this Report.

As part of its initiatives under CSR the Company has made contribution of Rs.1500000/- (Rupees Fifteen Lakhs only) to the Prime Minister's Citizen Assistance andRelief in Emergency Situation Fund (‘PM CARES Fund') towards its CSR obligationsduring the financial year 2021-22 to fight against Covid-19 pandemic. This contribution isin accordance with Schedule VII of the Act and CSR Policy of the Company. The policy onCorporate Social Responsibility has been placed on the website of the Company viz.https://www.jlmorison.com/wp-content/uploads/2021/04/Corporate-Social-Responsibility-Policy.pdf

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any Regulator or Court orTribunal which impacts the going concern status of the Company or will have bearing onCompany's operations in future.

21. RISK MANAGEMENT AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitor bothbusiness and non-business risks. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.

Though the intensity of the ongoing outbreak of the novel coronavirus (Covid-19) hasgradually reduced by easing of lockdown curbs we continue to monitor the developmentsclosely and are wary of the adverse impact it may have on our business.

22. WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY:

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance offraud and mismanagement if any. The mechanism also provides for adequate safeguardsagainst victimization of directors and employees who avails of the mechanism and providefor direct access to the Chairman of the Audit Committee in appropriate / exceptionalcases.

The details of the Vigil Mechanism Policy are given in the Report on CorporateGovernance and the policy is also posted on the website of the Company viz.https://www.jlmorison.com/wp-content/uploads/2021/02/Vigil-Mechanism-Policy.pdf We affirmthat during the financial year 2021-22 no employee or director was denied access to theChairman of the

Committee.

23. STATUTORY AUDITORS:

The Company's Statutory Auditors M/s. Lodha & Co. Chartered Accountants Mumbai(Firm Registration Number: 301051E) who were appointed with the approval of the Membersof the Company in the 82nd Annual General Meeting (‘AGM') held on 25thSeptember 2017 for a period of five consecutive years will complete their present termon conclusion of the ensuing 87th AGM of the Company. The Board of Directorson the recommendation of the Audit Committee at its meeting held on 25th May2022 has recommended the appointment of M/s. Haribhakti & Co. LLP CharteredAccountants Mumbai (ICAI Firm Registration Number-103523W/W100048) as the StatutoryAuditors of the Company for a period of five consecutive years from the conclusion of 87thAGM (i.e. ensuing AGM) of the Company till the conclusion of 92nd AGM. Resolution seekingapproval from members of the Company for the appointment and remuneration of M/s.Haribhakti & Co. LLP Chartered Accountants as the Statutory Auditors is set out inthe Notice convening this 87th AGM of the Company.

M/s. Haribhakti & Co. LLP. Chartered Accountants have furnished writtenconfirmation to the effect that they are not disqualified from acting as StatutoryAuditors of the Company in terms of the provisions of Sections 139 and 141 of theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014.

The Board of Directors places on record its appreciation for the services rendered byM/s. Lodha & Co Chartered Accountants as the Statutory Auditors of the Company.

24. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204(1) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. M R & Associates Company Secretaries Kolkata as SecretarialAuditors to undertake Secretarial Audit of the Company for the financial year 2021-22. TheSecretarial Audit Report is appended herewith as "Annexure D" and formspart of this report.

25. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Board on recommendation of the Audit Committeere-appointed M/s. SMMP & Company Chartered Accountants Mumbai as Internal Auditorsof the Company for financial year 2022-23.

The Internal Auditors monitor and evaluate the efficacy and adequacy of Internalcontrol system in the Company its compliances with operating systems accountingprocedures and policies at all locations of the Company and reports the same on quarterlybasis to the Audit Committee.

26. COST RECORDS AND COST AUDITORS:

The Central Government has not prescribed the maintenance of cost records for any ofthe products of the Company under Section 148(1) of Act read with the Companies (CostRecords and Audit) Rules 2014. Further there is no requirement to appoint cost auditorto conduct cost audit for the Company.

27. EXPLANATIONS OR COMMENTS ON QUALIFICATION RESERVATION OR ADVERSE REMARKS BYSTATUTORY

AUDITORS AND SECRETARIAL AUDITORS:

There is no qualification / observation / adverse remark in Statutory Auditor's Reportand Secretarial Auditor's Report. The Secretarial Audit Report is self-explanatory andtherefore do not call for any comments under Section 134 of the Companies Act

2013.

Further none of the Auditors of the Company have reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013.

28. CORPORATE GOVERNANCE REPORT BUSINESS RESPONSIBILITY REPORT AND MANAGEMENTDISCUSSION AND

ANALYSIS REPORT:

Pursuant to the provisions of Regulations 34(2) & (3) and Schedule V of the ListingRegulations the following have been made part of the Annual Report and are attached tothis Report:

Management Discussion and Analysis Report.

Business Responsibility Report.

Corporate Governance Report.

Declaration on compliance with Code of Conduct.

Certificate from Practicing Company Secretary that none of the directors on the Boardof the Company has been debarred or disqualified from being appointed or continuing asdirectors of companies.

Auditors' Certificate regarding compliance of conditions of Corporate Governance.

29. INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF'):

Pursuant to the provisions of Section 124(5) of the Act read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (‘the IEPF Rules') all dividend amount(s) remaining unclaimed/unpaid for aperiod of seven consecutive years from the date of transfer to the Unpaid Dividend Accountare required to be transferred by the Company to the IEPF established by the Government ofIndia. Further according to the provisions of Section 124(6) of the Act read with theIEPF Rules all shares in respect of which dividend has not been paid or claimed for aperiod of seven consecutive years or more from the date of transfer of the dividend amountto Unpaid Dividend Account shall also be transferred to the demat account of the IEPFAuthority. Accordingly during the financial year 2021-22 the Company has transferred1504 equity shares to the demat account of the IEPF Authority as per the requirements ofthe IEPF Rules for the dividend remained unclaimed / unpaid up to financial years 2013-14.

In terms of the provisions of Sections 124(5) and 125 of the Act and said IEPF Rulesduring the financial year 2021-22 an amount of Rs. 31538/- (Rupees Thirty One ThousandFive Hundred and Thirty Eight only) being unpaid / unclaimed dividend for the FinancialYear 2013-14 was transferred to the IEPF.

Further the unpaid and unclaimed dividend amount lying with the Company for FinancialYear 2014-15 is due to transfer to the IEPF in the month of October 2022. The details ofthe same are available on the Company's website viz. https://www.jlmorison.com/investors-relations/#IEPF.

Pursuant to the provisions of Rules 7(2A) and 7(2B) of the IEPF Rules the Board ofDirectors has appointed Mr. Ravi Vaishnav Company Secretary and Compliance Officer asthe Nodal officer of the Company w. th September .f.17 2021 on account ofresignation of Ms. Sonal Naik Nodal Officer of the Company w.e.f. close of business hoursof 16 th September 2021.

30. INTERNAL FINANCIAL CONTROLS:

The Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations.

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to Company's policies safeguardingof assets prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System (MIS) which is an integralpart of the control mechanism.

31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 details regarding Conservation of Energy TechnologyAbsorption Foreign Exchange earnings and outgo are given in "Annexure –E" appended herewith forming part of this Report.

32. CREDIT RATINGS:

The Company has not obtained credit ratings during the financial year 2021-2022.

33. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND

REDRESSAL) ACT 2013:

The Company has complied with the provisions relating to the constitution of theInternal Complaints Committee as required under Section 4 of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. During the financialyear 2021-22 there was no complaint filed before the said Committee and there was nocomplaint pending at the beginning or end of the said financial year.

34. LISTING:

The equity shares of the Company continued to be listed on the BSE Limited. The listingfees for the financial year 2022-23 has been duly paid within the due date.

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand your Directors confirm compliance of the same during the financial year 2021-22.

36. DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

During the financial year 2021-22 no application was made or proceeding initiatedagainst the Company under the Insolvency and Bankruptcy Code 2016 nor any such proceedingwas pending at the end of the said financial year.

37. VALUATION OF ASSETS:

During the financial year 2021-22 there was no instance of one-time settlement ofloans / financial assistance taken from Banks or Financial Institutions hence theCompany was not required to carry out valuation of its assets for the said purpose.

38. ACKNOWLEDGEMENT:

Your directors place on record their sincere gratitude for the continued co-operationand patronage extended by the esteemed Customers Shareholders Bankers Trade Partnersand Employees during the financial 2021-22 and look forward for their continued support inthe future as well.

For and on behalf of the Board of Directors of
J. L. Morison (India) Limited
Sanjay Kothari Sohan Sarda
Place: Mumbai Director Executive Director & CEO
Date: 25th May 2022 DIN: 00258316 DIN: 00129782
Registered Office:
Rasoi Court
20 Sir R.N. Mukherjee Road
Kolkata – 700 001.

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