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Jyothy Laboratories Ltd.

BSE: 532926 Sector: Consumer
NSE: JYOTHYLAB ISIN Code: INE668F01031
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VOLUME 85633
52-Week high 249.00
52-Week low 162.50
P/E 46.21
Mkt Cap.(Rs cr) 7,965
Buy Price 0.00
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Sell Price 0.00
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OPEN 225.00
CLOSE 221.90
VOLUME 85633
52-Week high 249.00
52-Week low 162.50
P/E 46.21
Mkt Cap.(Rs cr) 7,965
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jyothy Laboratories Ltd. (JYOTHYLAB) - Director Report

Company director report

Dear Members

It is our pleasure to present the 27th Annual Report of your Companytogether with the Audited Financial Statements for the financial year ended March 312018.

FINANCIAL PERFORMANCE

Your Company's financial performance on standalone basis for the financial year endedMarch 31 2018 compared with previous financial year is summarised below:

Financial results Financial Year ended March 31 2018 Financial Year ended March 31 2017
Revenue from Operations 171762.19 169815.90
Other Income 2995.11 1140.08
Earnings before interest tax depreciation amortization and impairment 27741.84 26255.16
Finance Cost/ (Other Income) Net 1239.64 3948.83
Depreciation on Tangibles Assets 2540.64 2338.36
Amortization of Intangibles Assets 3118.25 3135.70
Profit before tax 20848.03 16595.97
Provision for tax
- Current tax 4227.37 2645.67
- Adjustment of Tax relating to earlier period (143.65) 785.27
- Deferred Tax Charge/ (Credit) 710.76 (7039.47)
Profit after tax 16053.55 20204.50
Earning Per Share (Basic) (In ') 8.83 11.12
Earning Per Share (Diluted) (In ') 8.74 11.12
Dividend Per Share of face value of ' 1/- (In ') 0.50* 6.00

*on the expanded capital base (on account of Bonus Issue).

PERFORMANCE HIGHLIGHTS

The Revenue from operations on standalone basis of your Company for the financial year2017-18 grew by 1.15% and stood at ' 171762.19 Lacs compared to ' 169815.90 Lacs inthe previous financial year. The profit before tax was at ' 20848.03 Lacs as against '16595.97 Lacs in the previous financial year registering a growth of 25.62%. The netprofit for the financial year 2017-18 amounted to ' 16053.55 Lacs.

The consolidated revenue from operations of your Company for the year under reviewstood at ' 176375.13

Lacs as against ' 174918.49 Lacs in the previous year reporting a growth of 0.83%.The consolidated profit before tax was at ' 24073.43 Lacs registering a growth of 34.75%over the consolidated profit before tax of the previous financial year. The consolidatedprofit after tax for the financial year under review stood at ' 17887.02 Lacs againstprofit after tax of ' 20415.26 Lacs in the previous financial year down by 12.38% due toreversal of tax of ' 6500 Lacs on set-off of losses in financial year 2017 (Merger ofJyothy Consumer Products Marketing Limited with your Company).

DIVIDEND

Your Board is pleased to recommend for your consideration a dividend of 50 Paisa(Paisa Fifty only) per equity share of ' 1/- each for the financial year 2017-18 onthe expanded capital base (on account of Bonus Issue) of your Company. The aforesaiddividend will involve a total payout of ' 2192.62 Lacs (inclusive of tax of '373.68 Lacs) and is subject to the approval of Members at the ensuing Annual GeneralMeeting of your Company.

During the previous financial year your Company had paid a total dividend of '6/- (Rupees Six only) per equity share of Re.1/- each for the financial year 2016-17involving total cash outflow of ' 13120.21 Lacs (inclusive of tax of '2219.19 Lacs).

DIVIDEND DISTRIBUTION POLICY

Your Company has adopted a policy on Dividend Distribution formulated in accordancewith Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 (the Listing Regulations) and the same is annexed to this report as"Annexure - A" and can be accessed from your Company's website at thelink:http://www.jyothylaboratories.com/admin/docs/ DIVIDEND%20DISTRIBUTION%20POLICY JLLFINAL.pdf

ISSUE OF SHARES

a) Issue of Bonus Shares

The Board of Directors at their meeting held on May 16 2018 has recommended issue ofBonus Shares in the ratio of 1:1 i.e. 1 (One) new equity share of ' 1/- each forevery 1 (One) existing equity share of ' 1/- each held by the members as on therecord date. Your Company has sought approval of the members by passing OrdinaryResolution through Postal Ballot. The Bonus Shares will be issued by capitalizing a partof its securities premium account as on March 31 2018. Post bonus issue the equity sharecapital of your Company will stand increased to ' 363588174/- divided into363588174 equity shares of ' 1/- each.

b) Issue of Equity Shares with differential rights

During the year under review and to date your Company has not issued any shares withdifferential rights hence no information prescribed under provisions of Section 43(a)(ii)of the Companies Act 2013 (the Act) read with Rule 4(4) of the Companies (Share Capital& Debentures) Rules 2014 has been furnished.

c) Issue of Sweat Equity Shares

During the year under review and to date your Company has not issued any sweat equityshares. Hence no information as per the provisions of Section 54(1)(d) of the Act readwith Rule 8(13) of the Companies (Share Capital & Debentures) Rules 2014 isfurnished.

d) Issue of Employee Stock Option

During the year under review your Company in terms of the provisions of Section62(1)(b) read with Section 39 of the Act has issued and allotted 110363 equity Shares of' 1/- each to eligible employees under "Jyothy Laboratories Employees StockOption Scheme 2014" (ESOS 2014) respectively and approved by Members of your Companyat the 23rd Annual General Meeting held on August 13 2014.

INCREASE IN SHARE CAPITAL

The Authorised Share Capital of your Company is ' 2723000000 consisting of:(a) 2720000000 equity shares of the face value of ' 1/- each and (b) 30000 11%cumulative redeemable preference shares of the face value of ' 100/- each.

Further after the issue of 110363 Equity Shares under ESOS 2014 the paid up equityshare capital of your Company stands increased to ' 181794087/- consisting of181794087 equity shares of ' 1/- each fully paid-up.

DEBENTURES

During the year under review your Company has partly redeemed 4000 Secured RatedUnlisted Redeemable Non-Convertible Debentures (Debentures) having face value of '1000000/- (Rupees Ten Lacs only) each. Accordingly your Company has made the payment of' 500000 (Rupees Five Lacs only) each on 4000 Debentures aggregating to '200 Crores on February 1 2018 and February 8 2018. Further after the end of thefinancial year and up to the date of this report your Company has made the balancepayment of ' 500000 (Rupees Five Lacs only) each on 4000 Debentures aggregatingto ' 200 Crores on April 27 2018 pertaining to the remaining outstandingDebentures and accordingly your Company has fully redeemed entire 4000 Secured RatedUnlisted Redeemable Non-Convertible Debentures.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as prescribed under Section 92(3) of the Act read withRule 12(1) of the Companies (Management and Administration) Rules 2014 in prescribed FormMGT-9 is annexed to this report as "Annexure - B".

NUMBER OF MEETINGS OF THE BOARD

Your Company's Board of Directors met 5 (five) times during the financial year endedMarch 31 2018 in accordance with the provisions of the Act and Rules made thereunder.

The dates on which the Board of Directors met during the financial year under revieware provided in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee of your Company consists of all Independent Directors and Mr. K.Ullas Kamath Joint Managing Director of your Company. The detailed composition of theAudit Committee is provided in the Corporate Governance Report. All the recommendationsmade by the Audit Committee were accepted by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act in relation to the Audited Financial Statementsof your Company for the financial year ended March 31 2018 the Board of Directors herebyconfirms that:

a. i n the preparation of the annual accounts for the financial year ended March 312018 the applicable accounting standards read with the requirements set out underSchedule III to the Act have been followed and there were no material departures from thesame;

b. your Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at March 31 2018 and of the profitof your Company for the year ended on that date;

c. your 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 your Company and for preventing and detecting fraud and other irregularities;

d. your Directors have prepared annual accounts of your Company on a going concernbasis;

e. your Directors have laid down internal financial controls to be followed by yourCompany and that such internal financial controls are adequate and are operatingeffectively; and

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

PERFORMANCE EVALUATION

In accordance with the Act and Regulation 4(2)(f) of the Listing Regulations yourCompany has framed a Policy for Evaluation of Performance of Independent Directors BoardCommittees and other Individual Directors which includes criteria for performanceevaluation of Non-Executive Directors and Executive Directors. A questionnaire isformulated for evaluation of performance of the Board its committees and individualDirectors after taking into consideration several aspects such as board compositionstrategic orientation board functioning and team dynamics. Based on the questionnaireprepared an annual performance evaluation was carried on May 18 2017.

Performance evaluation of Independent Directors was conducted by the Board ofDirectors excluding the Director being evaluated. The criteria for performance evaluationof Independent Directors laid down by the Nomination Remuneration and CompensationCommittee include ethics and values knowledge and proficiency diligence behavioraltraits and efforts for personal development.

Similarly performance evaluation of the Chairman and Non - Independent Directors wascarried out by the Independent Directors. Your Directors also expressed their satisfactionwith the evaluation process.

TRAINING OF INDEPENDENT DIRECTORS

All Independent Directors are familiarized with your Company their roles rights andresponsibilities in your Company nature of the industry in which your Company operatesbusiness model strategy operations and functions of your Company through its ExecutiveDirectors and Senior Managerial Personnel. The details of programs for familiarization ofIndependent Directors with your Company are available on the website of your Company atthe link:http://www.jyothylaboratories.com/admin/docs/ Familiarisation%20Programme JLL2016-17.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sanjay Agarwal has been appointed as Chief Financial Officer and Key ManagerialPersonnel of your Company w.e.f. May 16 2018. Consequently Mr. K Ullas Kamath has ceasedto be Chief Financial Officer of your Company. Mr. Kamath will continue to act as JointManaging Director of your Company.

In accordance with the provisions of the Act Mr. K. Ullas Kamath Joint ManagingDirector (DIN - 00506681) of your Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. Approval frommembers has been sought for re-appointment of Mr. Nilesh Mehta (DIN - 00199071) and Mr.Ramakrishnan Lakshminarayanan (DIN - 00238887) as Independent Directors for a period of 5years with effect from April 1 2019.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to Section 134(3)(d) of the Act your Company confirm having receivednecessary declarations from all the Independent Directors under Section 149(7) of the Actdeclaring that they meet the criteria of independence laid down under Section 149(6) ofthe Act and Regulation 16(b) of the Listing Regulations.

MEETING OF INDEPENDENT DIRECTORS

Your Company's Independent Directors meet at least once in every financial year withoutthe presence of the Executive Directors or Management Personnel of your Company and theMeeting is conducted informally. During the year under review one meeting of IndependentDirector was held on May 18 2017.

REMUNERATION POLICY

Your Company follows the policy on Nomination and Remuneration/Compensation ofDirectors Key Managerial Personnel and other Employees as approved by the NominationRemuneration and Compensation Committee and the Board of Directors of your Company and thesame has been uploaded on your Company's website at http://www.jyothylaboratories.com/management-policies.php. Salient features of the said Policy isannexed to this report as "Annexure - C".

INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS

There have been no instances of any fraud reported by the Statutory Auditors underSection 143(12) of the Act.

AUDITORS & AUDIT REPORTS

Statutory Auditors and their Report:

At the 26th Annual General Meeting held on July 11 2017 M/s. B S R &Co. LLP Chartered Accountants (Firm Registration No.101248W/W-100022) were appointed asStatutory Auditors of your Company to hold office for a term of 5 years commencing fromthe conclusion of 26th Annual General Meeting till the conclusion of 31stAnnual General Meeting subject to ratification by Members in each Annual General Meeting.However as per the Companies (Amendment) Act 2017 provisions of Section 139 of the Acthas been amended wherein the requirement of ratification of appointment of StatutoryAuditors at every AGM has been done away with. Accordingly appointment of M/s. B S R& Co. LLP Chartered Accountants (Firm Registration No.101248W/W-100022) as StatutoryAuditors of your Company will not be placed for ratification by the members in theensuing Annual General Meeting.

The Notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

Secretarial Auditors and their Report

In terms of Section 204 of the Act the Board of Directors of your Company on therecommendation of the Audit Committee have re-appointed M/s. Rathi & AssociatesCompany Secretaries Mumbai as the Secretarial Auditors of your Company to carry outSecretarial Audit for the financial year 201819. The Secretarial Audit Report for thefinancial year 2017-18 in the prescribed Form MR-3 forms part of this Annual Report andis appended as "Annexure - D" to the Directors' report. The report doesnot contain any qualification reservation or adverse remark which calls for anyexplanation from the Board of Directors.

Cost Auditors and their Report

As per Section 148 of the Act read with the Companies (Cost Records and Audits) Rules2014 as amended the Board of Directors of your Company on recommendation of the AuditCommittee have re-appointed M/s. R. Nanabhoy & Co. Cost Accountants Mumbai(Registration No. 000010) as the Cost Auditors to carry out the cost audit of its productscovered under the Ministry of Corporate Affairs Order dated June 30 2014 (as amended onDecember 31 2014) for the financial year 2018-19. The remuneration of Cost Auditors hasbeen approved by the Board of Directors on the recommendation of the Audit Committee andthe requisite resolution for ratification of remuneration of Cost Auditors by the membershas been set out in the Notice convening the 27th Annual General Meeting ofyour Company.

The re-appointment of M/s. R. Nanabhoy & Co. Cost Accountants Mumbai as the CostAuditors of your Company is within the prescribed limits of the Act and free from anydisqualifications specified thereunder. Your Company has received the Certificate from theCost Auditor confirming their independence and relationship on arm's length basis.

The Cost Audit Report for the financial year ended March 31 2017 issued by M/s. R.Nanabhoy & Co. Cost Auditors in respect of the various products prescribed underCost Audit Rules does not contained any qualification reservation or adverse remark andthe same was filed with the Ministry of Corporate Affairs on September 26 2017. The CostAudit Report for the financial year ended March 31 2018 will be filed with the Ministryof Corporate Affairs within the prescribed time.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The details of Loans Guarantees and Investments as prescribed under Section 186 of theAct are appended as "Annexure - E" and forms integral part of thisreport.

RELATED PARTY TRANSACTIONS

Pursuant to Section 134 of the Act read with Rule 8(2) of the Companies (Accounts)Rules 2014 the particulars of contracts or arrangements with related parties referred toin Section 188(1) of the Act in the prescribed Form AOC-2 is appended as "Annexure- F" to the Directors' report. During the year your Company had entered intocontract / arrangement / transaction with related parties which were in ordinary course ofbusiness and on arm's length basis and none of which could be considered as material inaccordance with the policy of your Company on materiality of related party transactions.Further none of the contract/ arrangement/ transaction with related parties requiredapproval of members as the same were within the limits prescribed under Section 188(1) ofthe Act and Rules framed thereunder.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed from your Company's website at thelink: http://www.jyothylaboratories.com/ admin/docs/RPT JLL Website.pdf

Attention of Members is also drawn to Note 34 to the financial statements for the yearended March 31 2018 which sets out the related party disclosures as per Indian AccountingStandard (Ind AS) 24.

STATE OF THE COMPANY'S AFFAIRS (MANAGEMENT DISCUSSION AND ANALYSIS)

In terms of the provisions of Regulation 34(2) of the Listing Regulations theManagement Discussion and

Analysis Report of your Company's affairs for the year under review is attached andforms an integral part of this Annual Report.

TRANSFER TO RESERVES

Your Company did not transfer any sum to the General Reserve for the financial yearunder review. However your Company has transferred a sum of ' 3750 Lacs (' 6250Lacs in the previous financial year) to the Debenture Redemption Reserve during the yearunder review.

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect your Company's financial position have occurred between the end of thefinancial year 201718 and date of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theAct read with Rule 8 of the Companies (Accounts) Rules 2014 are annexed herewith as"Annexure - G" to this report.

RISK MANAGEMENT

The Board of Directors of your Company has designed a Risk Management Policy in astructured manner taking into consideration the following factors and the same ismonitored on a periodic basis by your Company:

1. The Management Approach;

2. JLL's Vision & Mission;

3. Key Business Goals;

4. Risk Library; and

5. Risk Management Focus.

Also the Management has adopted the following 5 step approach keeping in view yourCompany's Vision and Mission:

1. Identifying 'Key' Business goals;

2. Identifying the Risk Management focus;

3. Identifying Business risks;

4. Prioritizing the identified business risks; and

5. Rating the current risk management capability for identified risks.

Further your Company has identified Key Business Goals for a five year horizon and alibrary of risk events which could be bottleneck in achieving the same. After defining thekey business goals and the library of risk events your Company identified the goals onwhich the management would focus.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has been a firm believer that each and every individual including anartificial person owe something to the society at large. Mr. M. P. Ramachandran Chairman& Managing Director of your Company even before the inception of Corporate SocialResponsibility provisions under the Companies Act 2013 has been involved in charitableand social activities in his individual capacity.

Your Company for the financial year 2017-18 was required to spend an amount of '335.03 Lacs (2% of the average net profits of last three financial years) towardsCorporate Social Responsibility (CSR) activities. Your Company in the financial year201718 was also required to spend an unspent amount of ' 55.73 Lacs pertaining tothe previous financial year 2016-17. Accordingly your Company was required to spend anaggregate amount of ' 390.76 lacs (i.e. ' 335.03 lacs plus ' 55.73lacs) towards CSR. However your Company for the financial year 201718 has spent '508.78 Lacs which was higher than the statutory requirement of 2% of the average netprofits for the last three financial years.

The Annual Report on CSR activities that includes details about CSR Policy developedand implemented by your Company and CSR initiatives taken during the financial year2017-18 in accordance with Section 135 of the Act and the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith as "Annexure - H"to this Report

Details about the CSR Policy adopted and formulated by your Company can be accessedfrom your Company's website at the link:

http://www.iyothylaboratories.com/admin/docs/JLL CSR%20Policy Website.pdf.

CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in the nature of business of yourCompany.

PERFORMANCE OF SUBSIDIARIES ASSOCIATE COMPANIES/ JOINT VENTURES

A statement containing the salient features of the financial statements of yourCompany's Subsidiaries Associates and Joint Venture Companies in the prescribed formatAOC-1 is presented in separate section forming part of the financial statements and hencenot repeated here for the sake of brevity. Policy for determining material subsidiariesformulated and adopted by your Company can be accessed from your Company's website at thelink: http:// www.jyothylaboratories.com/admin/docs/PMS JLL Website.pdf

No Company has become or ceased to be its subsidiary Joint venture or associatecompany during the financial year 2017-18.

FIXED DEPOSITS

Your Company did not accept/ renew any fixed deposits from public and no fixed depositswere outstanding or remained unclaimed as on March 31 2018.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by any Regulator/ Court that wouldimpact the going concern status of your Company and its future operations.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls adopted and followed by your Company are adequate andare operating effectively. Your Company has adopted a dynamic Internal Financial Controlsframework formulated by Ernst & Young LLP based on the best practices followed in theindustry. Under the said framework Risk and Control Matrix are defined for the followingprocess(es):-

1. Fixed Assets;

2. Financial Statement Closing Process;

3. Information Technology;

4. Inventory Management;

5. Marketing and Advertising;

6. Order to Cash;

7. Payroll;

8. Production Process;

9. Purchase to Pay;

10. Taxation; and

11. Treasury.

During the year under review no material or serious observations has been receivedfrom the Internal Auditors of your Company regarding inefficiency or inadequacy of suchcontrols.

CONSOLIDATED ACCOUNTS

The consolidated financial statements of your Company are prepared in accordance withthe relevant Indian Accounting Standards issued by the Central Government under Section133 of the Act and forms integral part of the Annual Report.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34(3) read withSchedule V of the Listing Regulations together with the Certificate received from yourCompany's Statutory Auditors confirming compliance of Corporate Governance requirements isattached and forms an integral part of this report.

BUSINESS RESPONSIBILITY REPORT

The Securities and Exchange Board of India (SEBI) vide amendment to Regulation34(2)(f) of the Listing Regulations dated December 22 2015 had extended theapplicability of Business Responsibility Reports to top 500 listed companies based onmarket capitalization. Your Company being one of the top 500 listed Companies is requiredto report on Business responsibility. Accordingly the report on Business Responsibilityforms an integral part of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review your Company has complied with the Secretarial Standardsissued by the Institute of Company Secretaries of India on Board Meetings and GeneralMeetings.

REMUNERATION/ COMMISSION FROM ANY OF ITS SUBSIDIARIES

During the year under review neither the Managing Director nor the Whole TimeDirectors of your Company received any remuneration or commission from any of itsSubsidiaries.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

Your Company has adopted Jyothy Laboratories Employee Stock Option Scheme 2014-A("ESOS 2014- A") for granting of options to Mr. S. Raghunandan the then WholeTime Director and Chief Executive Officer of your Company (relinquished the office ofWhole Time Director and Chief Executive Officer of the Company w.e.f. May 23 2016) andJyothy Laboratories Employee Stock Option Scheme 2014 ("ESOS 2014") for grantingof options to other eligible employees of your Company as approved by the Members of yourCompany at the 23rd Annual General Meeting held on August 13 2014.

Disclosure as required under Section 62(1)(b) of the Act read with Rule 12(9) of theCompanies (Share Capital and Debenture) Rules 2014 and Regulation 14 of the SecuritiesExchange Board of India (Share Based Employee Benefits) Regulation 2014 are furnishedbelow:

Jyothy Laboratories Employee Stock Option Scheme 2014-A ("ESOS 2014-A") Jyothy Laboratories Employee Stock Option Scheme 2014 ("ESOS 2014")
1 Date of Shareholders' approval August 13 2014 August 13 2014
2 Total number of options approved under ESOS 2715352 2715352
3 Vesting Requirements Options granted under ESOS 2014-A would Vest after One year but not later than four years from the date of grant of such options. Vesting of options would be subject to continued employment with the Company and certain performance parameters. Options granted under ESOS 2014 would Vest after One year but not later than four years from the date of grant of such options. Vesting of options would be subject to continued employment with the Company and certain performance parameters
4 Exercise price or pricing formula ?1/- per option '1/- per option
5 Maximum term of options granted 5 years 5 years
6 Source of shares Primary Primary
7 Variation in terms of option No variation in the terms of option No variation in the terms of the option
8 Method of Option Valuation Intrinsic Value Intrinsic Value

 

Jyothy Laboratories Employee Stock Option Scheme 2014-A ("ESOS 2014-A") Jyothy Laboratories Employee Stock Option Scheme 2014 ("ESOS 2014")
9 Option Movement during the year
Number of Options outstanding at the beginning of the period 1810235 135137
Number of options granted during the year - -
Number of options forfeited/ lapsed during the year - 24774
Number of options vested during the year - 110363
Number of options exercised during the year - 110363
Number of shares arising as a result of exercise of options - 110363
Money realized by exercise of options (Amount in ') - 110363
Loan repaid by the Trust during the year from exercise price received N.A. N.A.
Number of Options outstanding at the end of the year 1810235 0
Number of options exercisable at the end of the year 1810235 0

10 Employee Wise details of Options Granted

i. Senior Managerial Personnel

Name Designation Options Granted during the Year Exercise Price
None

-

-

-

ii. any other employee who receives a grant in any one year of option amounting to 5%or more of option granted during the year; and

Name Designation Options Granted during the Year Exercise Price
None

-

-

-

iii. identified employees who were granted option during any one year equal to orexceeding 1% of the issued capital (excluding outstanding warrants and conversations) ofthe Company at the time of grant.

Name Designation Options Granted during any one Year Exercise Price
Mr. S. Raghunandan Whole Time Director & Chief Executive Officer* 2715352# '1/- per Option

*Ceased to be Whole Time Director and Chief Executive Officer of the Company andre-designated as President of the Company w.e.f. May 23 2016.

# Options Granted to Mr. S. Raghunandan during the financial year 2014-15.

Note: Other details as required under Regulation 14 of the Securities Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 read with SEBI circular bearingnumber CIR/CFD/POLICY CELL/2/2015 dated June 16 2015 forms part of the Notes to Accountsof the Financial Statements in the Annual Report.

Further the aforesaid details are also available on your Company's website at the link:http://www.jyothylaboratories.com/admin/docs/ESOP Reg.%2014.pdf

The certificate from the Statutory Auditors in respect of implementation of JyothyLaboratories Employee Stock Option Scheme 2014-A ("ESOS 2014-A") and JyothyLaboratories Employee Stock Option Scheme 2014 ("ESOS 2014") in accordance withthe resolution passed by the Members at the 23rd Annual General Meeting of yourCompany held on August 13 2014 shall be placed at the ensuing Annual General Meeting forinspection by Members.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has a Vigil Mechanism in place which includes a Whistle Blower Policy interms of the Listing Regulations for Directors and employees of your Company to provide amechanism which ensures adequate safeguards to Employees and Directors from anyvictimization on raising of concerns of any violations of legal or regulatoryrequirements incorrect or misrepresentation of any financial statements and reports etc.

The Vigil Mechanism/ Whistle Blower Policy of your Company can be accessed from yourCompany's website at the link:

http://www.jyothylaboratories.com/admin/docs/ JLL Vigil%20Mechanism%20Policy amendedFinal 28012016.pdf

The Whistle Blowers have a right/option to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the Codes of Conduct or policydirectly to the Chairman of the Audit Committee. During the year under review no protecteddisclosure from any Whistle Blower was received by the designated officer under the VigilMechanism.

INTERNAL CONTROL SYSTEMS

Your Company has adequate internal control systems and procedures in place foreffective and smooth conduct of business and to meet exigencies of operation and growth.Your Company has set up Standard Operating Process (SOP) procedures and controls apartfrom regular Internal Audits. Roles and responsibilities have been laid down for eachprocess owners. Management Information System has been established which ensure thatadequate and accurate information is available for reporting and decision making.

Internal Audit is conducted by an independent firm of Chartered Accountants viz. M/s.Mahajan & Aibara Chartered Accountants LLP. Internal Auditors regularly check theadequacy of the system their observations are reviewed by the management and remedialmeasures as necessary are taken. Internal Auditors report directly to the Chairman ofthe Audit Committee to maintain its objectivity and independence.

Your Company has also in place a 'Compliance Tool' designed and implemented by Ernst& Young LLP which ensures compliance with the provisions of all applicable laws toyour Company adequately and efficiently.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Transfer of Equity Shares:

Pursuant to the provisions of Section 124(6) of the Act and the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 notified bythe Ministry of Corporate Affairs on September 7 2016 and subsequently amended videnotification dated February 28 2017 all the equity shares of the Company in respect ofwhich dividend amounts have not been paid or claimed by the shareholders for sevenconsecutive years or more are required to be transferred to demat account of InvestorEducation and Protection Fund Authority (IEPF Account).

Accordingly 2745 shares of 59 members of your Company were transfered to IEPF Accounton December 22 2017. Your Company had sent individual notice to all the aforesaid 59members of your Company and has also published the notice in the leading English andMarathi newspapers. The details of the aforesaid 59 members are available on the websiteof your Company viz. wwwjyothylaboratories.com.

Transfer of Unpaid/ Unclaimed Dividend:

Further pursuant to the provisions of Section 124(5) of the Act the dividend whichremained unclaimed/ unpaid for a period of seven years from the date of transfer to unpaiddividend account is required to be transferred to the Investor Education and ProtectionFund (IEPF) established by the Central Government.

As a result the unclaimed/ unpaid dividend for the year 2009-10 which remained unpaidand unclaimed for a period of 7 years has been already transferred by your Company to theIEPF.

Your Company has uploaded the details of unclaimed/ unpaid dividend for the financialyear 2009-10 onwards on its website viz. www.jyothylaboratories. com and on website ofthe Ministry of Corporate Affairs viz. www.mca.gov.in and the same gets revised/ updatedfrom time to time pursuant to the provisions of IEPF (Uploading of Information RegardingUnpaid and Unclaimed Amount Lying with Companies) Rules 2012.

Further the unpaid dividend amount pertaining to the financial year 2010-11 will betransferred to IEPF during the Financial Year 2018-19.

EMPLOYEE RELATIONS

Your Company has always provided a congenial atmosphere for work to all its employeesthat is free from discrimination and harassment. Employee relations remained cordialduring the year under review.

MANUFACTURING FACILITIES

Your Company has state-of-the-art facilities at all of its manufacturing locationsspread across India. Furthermore six manufacturing plants of your Company situated atRoorkee Wayanad Jammu Pithampur Puducherry and Baddi are ISO 9001-2015 certified.

PREVENTION OF SEXUAL HARASSMENT

Your Company has framed 'Anti - Sexual Harassment Policy' at workplace and hasconstituted an Internal Complaints Committee (ICC) as per the requirement of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules framed thereunder. No complaints with allegations of any sexual harassment werereported during the year under review.

PARTICULARS OF EMPLOYEES

The disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended and forming part of the Directors' Reportfor the year ended March 31 2018 is annexed herewith as "Annexure - I"to this Report.

CAUTIONARY NOTE

Certain statements in the "Management Discussion and Analysis" section may be'forward-looking'. Such 'forward looking' statements are subject to risks anduncertainties and therefore actual results could be different from what your Directorsenvisage in terms of future performance and outlook.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the contribution and commitmentof the employees of your Company at all levels and for the excellent support provided bythe members customers distributors suppliers bankers media and other Stakeholdersduring the financial year under review. Your Company looks forward to continued andunstinted support in its endeavor to make lives of consumers better by providing worldclass products at affordable price.

For and on behalf of the Board of Directors

For Jyothy Laboratories Limited

Sd/-

M. P. Ramachandran

Chairman & Managing Director

(DIN: 00553406)

Mumbai May 16 2018