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J L Morison (India) Ltd.

BSE: 506522 Sector: Others
NSE: N.A. ISIN Code: INE430D01015
BSE 00:00 | 24 Sep 1872.05 -38.95
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NSE 05:30 | 01 Jan J L Morison (India) Ltd
OPEN 1870.00
PREVIOUS CLOSE 1911.00
VOLUME 72
52-Week high 2250.00
52-Week low 1701.00
P/E 39.77
Mkt Cap.(Rs cr) 256
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1870.00
CLOSE 1911.00
VOLUME 72
52-Week high 2250.00
52-Week low 1701.00
P/E 39.77
Mkt Cap.(Rs cr) 256
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 present 85th Annual Report of your Company comprising the AuditedFinancial Statements for the year ended 31st March 2020.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)

Sr. No. Particulars Current Year ended on 31.03.2020 Previous Year ended on 31.03.2019
1. total Revenue (net) 9711.09 9194.48
2. Profit before Finance Cost Depreciation & Amortization expenses and Tax 671.97 1199.78
3. Finance Cost 8.52 7.80
4. depreciation and Amortization expenses 130.29 131.90
5. Profit before exceptional items and tax 533.16 1060.08
6. Provision for tax 117.16 333.04
7. Profit after tax 416.00 727.04
8. Other Comprehensive Income/(Loss) (Net of tax) (1446.80) (2845.49)
9. total comprehensive Income/(Loss) (1030.80) (2118.45)

2. COVID-19 AND ITS IMPACT:

The business of the Company significantly impacted due to COVID 19. COVID 2019 isperhaps the toughest challenge seen by the Indian economy Indian industry and our companyin decades. The directors have been closely reviewing with the Management the impact ofCOVID-19 on the Company. the Company had to temporarily suspend operations at its plantand office locations as per the directives of the Governments and keeping in mind theparamount need of safety of the employees. The operations though in a scaled down mannerhave since commenced after obtaining permissions from the authorities concerned and allsafety measures including social distancing are being followed. the dispatches tocustomers' have also recommenced. the Company's products viz. Baby products Hair colorand toothpaste are meant for daily consumption. the Management is in constant touch withits customers on the evolving situation and are making all efforts to service theirrequirements with minimal delays. the situation created by Covid-19 continues to hold someuncertainties for the future; however the Board and the Management will do their best toaddress the same as the situation evolves in the interests of all stakeholders of theCompany. Now the situation is gradually improving upon relaxations granted by variousstate governments.

3. OPERATIONAL PERFORMANCE:

During the financial year 2019-20 the Company achieved total revenue of Rs. 9711.09Lakhs as against Rs. 9194.48 Lakhs in the previous year. the net revenue from operationsincreased about 7% from Rs. 8680.12 Lakhs to Rs. 9303.22 Lakhs. this was achieveddespite challenging market conditions and start of COVID 19 pandemic in the month ofMarch 2020.

Profit Before Tax was Rs. 533.16 Lakhs (previous year Rs. 1060.08 Lakhs) and NetProfit was Rs. 416.00 Lakhs (previous year Rs. 727.04 Lakhs) after Provision for tax ofRs. 117.16 Lakhs (previous year Rs. 333.04 Lakhs).

Other Comprehensive Loss (OCL) (Net of tax) was Rs. 1446.80 Lakhs as against Loss ofRs. 2845.49 Lakhs in the previous year. the total Comprehensive Loss for the year wasRs.1030.80 Lakhs as against the loss of Rs. 2118.45 Lakhs in the previous year.

the Company continues to explore newer opportunities including launch of new productsin the own brands.

However there was no change in the nature of business activities of the Company duringthe year under review.

4. DIVIDEND & RESERVES:

Your directors have pleasure in recommending payment of dividend of Re. 1/- being 10%on face value of Equity Share of Rs. 10/- each. This will absorb total cash outflow of Rs.13.65 Lakhs (previous year Rs. 16.43 Lakhs including Corporate dividend distribution taxof Rs. 2.78 Lakhs). the dividend if declared will be paid to those members whose namesshall appear on the Register of Members / List of Beneficiaries as on 20th November 2020.during the year the Company has not transferred any amount to General Reserve.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL 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 except for the impact arisingout of COVID -19 quantification of which cannot be done at this point of time.

6. SHARE CAPITAL OF THE COMPANY:

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 2020 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 does not have any subsidiary joint venture or associate company.

8. EXTRACT OF ANNUAL RETURN:

As required under Section 92 (3) of the Act read with the Companies (Management andAdministration) Rules 2014 an extract of Annual Return of the Company in Form MGT 9 isappended herewith as "Annexure A" and forms part of this report and is also putup on the website of the Company at the linkhttps://www.jlmorison.com/corporate/investor-relations

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31st March 2020 the Board comprised of six directors including one womendirector. the Board has appointed Mrs. Annapurna Dubey as an additional IndependentDirector w.e.f. 18th June 2020. the Board has an appropriate mix of executive directorNon-executive directors and Independent directors which is in compliance with therequirements of the Companies Act 2013 and the SEBI (Listing Obligations and disclosureRequirements) Regulations 2015 and is also aligned with the best practices of CorporateGovernance.

a) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 and Articles of Association of theCompany Mrs. Sakshi Mody (Din: 06518139) director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible has offered herself forre-appointment and your Board recommends her re-appointment.

b) Appointment and Reappointment:

the Board of directors of the Company in its meeting held on 31st January 2020re-appointed Mr. Sohan Sarda as Whole time director (designated as executive director& CEO) of the Company for a further period from 1st February 2020 to 31st March2023 subject to approval of members.

the members of the Company at their 84th Annual General Meeting held on 20th September2019 had approved the re-appointment of Mr. Dinesh Sharma (DIN:06798909) as an IndependentNon-executive director of the Company for a second term of five consecutive years to holdoffice from 24th December 2019 to 23rd December 2024 by passing a special resolutionpursuant to the provisions of Section 149(10) read with Schedule IV of the Act.

Mrs. Annapurna dubey (Din: 08760434) was appointed as an Additional IndependentNon-executive director for a period of five consecutive years w.e.f. 18th June 2020subject to approval of shareholders. this shall be placed for members' approval at theensuing AGM.

Further in the opinion of the Board Mrs. Annapurna Dubey possesses high integrityexpertise and experience and thus qualify to be appointed as Independent Director of theCompany. Further as required under Section 150(1) of the Companies Act 2013 she hasregistered herself as an Independent Director in the independent director data bank andhas also passed the proficiency self-assessment test in terms of Companies (Appointmentand Qualifications of Directors) Rules 2014.

the resolutions seeking approval of members for appointment of Mrs. Annapurna Dubey asIndependent Director of the Company and re-appointment of Mr. Sohan Sarda as an executiveDirector of the Company along with their brief resume as stipulated under Regulations26(4) and 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Secretarial Standard - 2 on General Meetings is given in the Notice convening the85th Annual General Meeting of the Company. the Board recommends their appointment andre-appointment respectively.

c) Cessation:

During the year Mr. Chakrapani B. Misra - Non executive Independent Director of theCompany resigned from the directorship of the Company w.e.f. 29th July 2019 due toextreme work exigencies and oncoming professional commitments due to which he was notable to devote time to the Company. He had also confirmed that there was no other materialreason other than those provided in his resignation letter for his resignation.

the Board places on record its sincere appreciation for the valuable contribution madeby him during his tenure as Independent Director of the Company.

d) Declaration from Independent Directors:

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and pursuant to Regulation 25 of the said

Regulations that they are not aware of any circumstance or situation which exist ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgment 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 Companies (Appointment and Qualification of Directors)Rules 2014 which mandated the inclusion of Independent Director's name in the data bankof Indian Institute of Corporate Affairs ("IICA") till they continue to hold theoffice of an independent director.

None of the directors of your Company are disqualified under the provisions of Section164(2) of the Companies Act 2013.

In the opinion of the Board all the independent directors are persons of integrity andpossess relevant expertise and experience.

e) Annual performance evaluation by the Board:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand disclosure Requirements) Regulations 2015 the Board has carried out an evaluation ofits own performance the directors individually as well as the evaluation of the workingof its Committees. The Board has devised questionnaire to evaluate the performance ofChairman each of executive Non-executive and Independent directors and Committees of theCompany. Such questions are prepared considering the business of the Company and theexpectations that the Board have from each of the directors.

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 Committees and individualdirectors and the chairperson. the performance of each committee was evaluated by theBoard based on report on evaluation received from respective Board Committees. thereports on performance evaluation of the individual directors were reviewed by theChairman of the Board.

the evaluation framework for assessing the performance of directors comprises of thefollowing key areas:

i. Attendance at Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement.

the details of the programmes for familiarization of Independent directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at www.jlmorison.com/corporate

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

10. MANAGERIAL REMMUNERATION AND OTHER DETAILS:

the necessary details/disclosures of Ratio of Remuneration to each director to themedian employees' remuneration and other details pursuant to the provisions of Section197(12) of the Companies Act 2013 and as per Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 ('Rules') is appended herewith as"Annexure B" 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 annexureforming part of this Report. Further in terms of Section 136 of the Act the report andaccounts are being sent to the members excluding the aforesaid annexure. the said annexureis available for inspection at the registered office of the Company during the workinghours and any member interested in obtaining a copy of the same may write to the CompanySecretary and Compliance officer of the Company and the same will be furnished on request.

11. REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and on therecommendation of the Nomination and Remuneration Committee the Board of directors haveadopted a policy for selection and appointment of directors Key Managerial Personnel('KMPs')Senior Management Personnel ('SMPs') and their remuneration including criteriafor determining qualifications positive attributes independence of a director and otherrelated matters.

The Remuneration Policy is placed on the website of the Company viz.https://www.jlmorison.com/corporate

12. MEETINGS OF THE BOARD:

The Board met four times during the financial year under review the details of whichare given in the Report on Corporate Governance. the intervening gap between the twoconsecutive meetings was within the period prescribed under the Companies Act 2013 andSEBI (Listing Obligations and disclosure Requirements) Regulations 2015.

13. COMMITTEES OF THE BOARD:

In accordance with the provisions of the Companies Act 2013 and SEBI (ListingObligations and disclosure Requirements) Regulations 2015 the Company has constitutedfour committees of the Board. details of all the Committees along with their compositionand meetings held during the year are provided in the Corporate Governance Report formingpart of this Report.

14. AUDIT COMMITTEE AND ITS COMPOSITION:

the Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of SEBI (Listing Obligations and disclosureRequirements) Regulations 2015.

during the year 2019-20 the Audit Committee was reconstituted and Mr. Lalit KumarBararia Non -Executive Independent Director was appointed as member effective from 31stJuly 2019 in place of Mr. Chakrapani B. Misra who ceased to be the member of the AuditCommittee upon his resignation as a director of the Company w.e.f. 29th July 2019.

As on 31st March 2020 the Audit Committee comprised of Mr. Sanjay Kothari Mr. dineshSharma Mr. Lalit Kumar Bararia and Mr. Sohan Sarda. Mr. Sanjay Kothari is the Chairman ofAudit Committee of the Company. The Company Secretary and Compliance officer of theCompany acts as Secretary of Audit 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 accepted by the Board ofdirectors 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 Companies Act 2013 state that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year on 31stMarch 2020 and of the profit of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

16. PUBLIC DEPOSITS:

During the financial year under review the Company has not accepted any depositswithin the meaning of Sections 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of deposits) Rules 2014.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF THE COMPANIES ACT 2013:

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis and are entered into based on considerations of various business exigencies such assynergy in operations their specialization etc. and in furtherance of the Company'sinterests.

Pursuant to the provisions of Section 188(1) of the Companies Act 2013 the details ofmaterial related party transactions are given in prescribed Form AOC-2 under Companies(Accounts) Rules 2014 and appended herewith as "Annexure C" and forms part ofthis report.

In accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has adopted a policy on RelatedParty Transactions and the same has been uploaded on the website of the Company atwww.jlmorison.com/corporate.

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:

the details of loans guarantee or investments made by the Company under Section 186 ofthe Companies Act 2013 are given under Notes to Accounts of financial statements providedin this Annual Report.

19. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 read with Companies (Corporate SocialResponsibility) Rules 2014 the Company has formed Corporate Social ResponsibilityCommittee and Policy on Corporate Social Responsibility ('CSR'). As part of itsinitiatives under CSR the Company has made contribution to the Nirmal Society foreducation Promotion a registered charitable society with the main objective of promotionand development of education in India and has developed a School since April 2005 by thename "Nirmal Bhartia School" in a prominent area of dwarka at New delhi. thiscontribution is in accordance with Schedule VII of the Companies Act 2013. the policy oncorporate social responsibility has been placed on the website of the Company i.e.www.jlmorison.com/corporate.

the details as per the provisions of Rule 8 of Companies (Corporate SocialResponsibility) Rules 2014 are appended herewith as "Annexure D" and forms partof this Report.

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS 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. RISKS 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 monitoring ofboth business and non-business risk. the Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.

22. WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY:

the Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. the mechanism also provides for adequate safeguards againstvictimization of directors and employees who avails of the mechanism and also provide fordirect access to the Chairman of the Audit Committee in the exceptional cases. the detailsof the Vigil Mechanism Policy is explained in the Report on Corporate Governance and alsoposted on the website of the Company atwww.jlmorison.com/corporate/investor-relations/corporate-information.

We affirm that during the financial year 2019-20 no employee or director was deniedaccess to the Audit Committee.

23. STATUTORY AUDITORS:

As per provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 the Members of the Company in their 82nd Annual General Meetingheld on 25th September 2017 appointed M/s Lodha & Co. Chartered Accountants Mumbai(Firm Registration Number: 301051E) as Statutory Auditors of the Company to hold officefor a period of consecutive five years i.e. till the conclusion of the 87th Annual GeneralMeeting to be held for the financial year ending on 31st March 2022 subject toratification by the shareholders of the Company every year.

However the aforesaid Section 139 was amended by the Companies (Amendment) Act 2017w.e.f. 7th May 2018 and as per amended provisions the appointment of auditors is no morerequired to be ratified every year in Annual General Meeting. Accordingly theratification of appointment of M/s Lodha & Co. Chartered Accountants as StatutoryAuditors of the Company is no more required and they will hold office upto the conclusionof 87th Annual General Meeting of the Company to be held for the financial year ending on31st March 2022.

M/s Lodha & Co. Chartered Accountants has furnished written confirmation to theeffect that they are not disqualified from acting as the Statutory Auditors of the Companyin terms of the provisions of Section 139 and 141 of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014.

24. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. M Baldeva Associates Company Secretaries Thane as Secretarial Auditors toundertake Secretarial Audit of the Company for the financial year 2019-20. The SecretarialAudit Report is appended herewith as "Annexure E" and forms part of thisreport.

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 & Associates Chartered Accountants Mumbai as InternalAuditors of the Company. The Internal Auditors monitor and evaluate the efficacy andadequacy of internal control system in the Company its compliances with operatingsystems accounting procedures and policies at all locations of the Company and reportsthe same on quarterly basis to the Audit Committee on quarterly basis.

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 Companies Act 2013. Further thereis no requirement to appoint any cost auditor 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 Report.

With respect to observations made by the Secretarial Auditors in their report yourdirectors would like to state that:

i. Delay in filing of two e-forms with the Registrar of Companies was due to oversightand technical difficulties; and

ii. All equity share certificates were delivered within 30 days of receipt thereoflodged for transfer sub-division consolidation renewal exchange as specified underRegulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 except delay in processing of two requests due to oversight which were processedsubsequently.

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 AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulations 34(2) & (3) and Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the following have been made part of theAnnual Report and are attached to this Report:

• Management Discussion and Analysis Report

• Corporate Governance Report

• Declaration on compliance with Code of Conduct

• Certificate from Practicing Company Secretary that none of the directors on theBoard of the Company has been debarred or disqualified from being appointed or continuingas directors of companies

• Auditors' Certificate regarding compliance of conditions of Corporate Governance

29. INVESTOR EDUCATION PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 125 of the Companies Act 2013 read with theIEPF Authority (Accounting Audit transfer and Refund) Rules 2016 ('the Rules') allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Government of India after the completion of seven years. Furtheraccording to the said Rules the shares on which dividend remained unpaid or unclaimed bythe shareholders for seven consecutive years or more shall also be transferred to thedemat account of the IEPF Authority. Accordingly during the financial year 2019-20 theCompany has transferred 626 equity shares to the demat account of the IEPF Authority asper the requirements of the IEPF Rules for the dividend remained unclaimed/unpaid uptofinancial years 2011-12.

In terms of the provisions of Section 125 of the Companies Act 2013 and read withInvestor Education and Protection Fund (Accounting Audit Transfer & Refund) Rules2016 during the financial year 2019-20 an amount of Rs. 29600/- (Rupees Twenty NineThousand Six Hundred only) being remain unpaid/ unclaimed dividend for the Financial Year2011-12 was transferred to the IEPF.

Further the unpaid and unclaimed dividend amount lying with the Company for FinancialYear 2012-13 is due to transfer to the IEPF in the month of October 2020. The details ofthe same are available on the Company's website viz. www.jlmorison.com/corporate/investor-relations.

The Board has appointed Ms. Sonal Naik Company Secretary and Compliance Officer of theCompany as the Nodal officer to ensure compliance with the IEPF Rules.

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 which is an integral part ofthe control mechanism.

31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to the provisions of Section 134 (3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 details regarding Conservation of energytechnology Absorption Foreign exchange earnings and outgo are appended herewith as"Annexure - F" and forms part of this Report.

32. CREDIT RATINGS:

During the financial year 2019-20 the Company has obtained credit rating from AcuiteRatings & Research Limited (Formerly known as SMERA Ratings Limited) which has beendisclosed on the website of the Company.

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 and has constituted an internal complaint committee underSection 4 of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the financial year under review there was no complaint filedbefore the said Committee and there was no complaint pending at the beginning or end ofthe financial year under review.

34. LISTING:

the equity shares of the Company continue to be listed on BSE Limited.

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 year under review.

36. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude for the continued co-operationand patronage extended by the esteemed Customers Shareholders Bankers trade Partnersand employees and look forward for their continued support in the future as well. theBoard of directors wishes to express its appreciation for the valuable contribution madeby the employees at all levels during the year under report.

For and on behalf of the Board of Directors

For J. L. Morison (India) Limited
Sanjay Kothari Sohan Sarda
Place: Mumbai Director Executive Director & CEO
date: 30th June 2020 DIN:00258316 DIN:00129782
Registered Office:
Rasoi Court
20 Sir R.N. Mukherjee Road
Kolkata - 700 001.

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