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EQUITY - MARKET SCREENER

J L Morison (India) Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
506522
INE430D01015
1441.1605839
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
41.51
276.92
EPS(TTM)
Face Value()
Div & Yield %
48.7
10
0
 

As on: Apr 16, 2024 06:29 AM

To the Members,

J. L. Morison (India) Limited

Your directors are pleased to present the 88th Annual Report of your Company comprising the Audited Financial Statements for the financial year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS: (Rs. in Lakhs)

Particulars Current Financial Year ended 31.03.2023 Previous Financial Year ended 31.03.2022
1. Total Revenue (net) 15,140.34 11,850.91
2. Profit before Finance Cost, Depreciation & Amortization expenses and Tax 1,464.522 887.61
3. Finance Cost 4.66 4.95
4. Depreciation and Amortization expenses 92.71 88.40
5. Profit before exceptional items and tax 1,367.15 794.26
6. Tax Expenses 304.19 182.29
7. Profit after tax 1,062.96 611.97
8. Other Comprehensive Income / (Loss) (Net of tax) (1,022.05) 2,255.61
9. Total Comprehensive Income / (Loss) 40.91 2,867.58

2. OPERATIONAL PERFORMANCE:

The Company's products viz., Baby products, Hair color and Toothpaste are meant for daily consumption. During the financial year 2022-23, the Company achieved total revenue of Rs. 15,140.34 Lakhs as against Rs. 11,850.91 Lakhs in the previous year. Despite challenging market conditions, the net revenue from operations for the financial year 2022-23 was increased by 24.53%,

i.e. from Rs. 11,624.03 Lakhs to Rs. 14,475.71 Lakhs.

Profit Before Tax during the financial year 2022-23 was Rs. 1,367.15 Lakhs (previous year Rs. 794.26 Lakhs) and Net Profit after Tax for the said period was Rs. 1,062.96 Lakhs (previous year Rs. 611.97 Lakhs) after Provision for Tax of Rs. 304.19 Lakhs in financial year 2022-23 (previous year Rs. 182.29 Lakhs).

During the financial year 2022-23, the Other Comprehensive Loss (Net of tax) was Rs. 1,022.05 Lakhs, as against Income of Rs. 2,255.61 Lakhs in the previous year. The total comprehensive income for the financial year 2022-23 was Rs. 40.91 Lakhs, as against Rs. 2,867.58 Lakhs in the previous year.

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

There was no change in the nature of business activities of the Company during the financial year 2022-23.

3. DIVIDEND & RESERVES:

In order to conserve the reserves for future business prospects of the Company, the Board of Directors have not recommended any dividend for the financial year ended 31st March, 2023.

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

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

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

5. SHARE CAPITAL OF THE COMPANY:

The Authorized share capital of your Company as on 31st March, 2023 was Rs. 3,00,00,000/- (Rupees Three Crores only) divided into 30,00,000 Equity Shares of Rs. 10/- (Rupees Ten). During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Further, during the financial year 2022-23, there was no change in paid-up share capital of the Company. The paid-up equity share capital of your Company as on 31st March, 2023 was Rs. 1,36,50,340/- (Rupees One Crore Thirty Six Lakhs Fifty Thousand Three Hundred Forty only) divided into 13,65,034 Equity Shares of Rs. 10/- (Rupees Ten) each fully paid up.

6. VOLUNTARY DELISTING OF EQUITY SHARES OF THE COMPANY FROM THE STOCK EXCHANGE:

The Board of Directors of the Company at its meeting held on 22nd February, 2023, approved the delisting proposal received from Rasoi Limited and Leaders Healthcare Limited, member of the promoter and promoter group ("Acquirers") of the Company, expressing their intention to acquire the entire public shareholding of the Company, i.e.,342727 fully paid up equity shares of face value of Rs. 10/- each representing 25.11.% of the equity share capital of the Company from the public shareholders of the Company and consequently voluntarily delist the equity shares of Company from BSE Limited by making a delisting offer in accordance with SEBI (Delisting of Equity Shares) Regulations, 2021 ("Delisting Regulations"). The shareholders of the Company vide resolution passed on 30th March, 2023 through Postal Ballot process, approved the Delisting Proposal from Acquirers. Further, on 26th April, 2023 the Company received an in-principal approval on Delisting Proposal from BSE Limited, in accordance with the Delisting Regulations.

In compliance with the Delisting Regulations and upon receipt of necessary approvals, Acquirers have accepted the Exit Price of Rs.2057/- per equity share discovered in accordance with the Reverse Book Building Process under the Delisting Regulations, and successfully accepted shares from the Public Shareholders who have tendered their equity shares at the Exit Price.

Following the completion of payment of the Exit Price to the Public Shareholders, the Company made the final delisting application to BSE on 18th May, 2023, for delisting of the Equity Shares from BSE, in accordance with Regulation 25 and other applicable provisions of the Delisting Regulations. Pursuant to the said application, BSE vide its notice number 20230526-5 dated 26th May, 2023 ("Final Delisting Approval") has communicated that trading in the Equity Shares of the Company (Scrip Code: 506522) will be discontinued with effect from 2nd June, 2023 ("Date of Discontinuation of Trading") and the Company scrip will be delisted from BSE with effect from 9th June, 2023 ("Date of Delisting"). Delisting of the Equity Shares of the Company implies that the Equity Shares will no longer be traded on BSE Ltd.

In accordance with Regulation 26 of the Delisting Regulations, the Acquirers have provided an exit opportunity to the remaining Public Shareholders of the Company who did not or were not able to participate in the Reverse Book Building Process or who unsuccessfully tendered their Equity Shares in the Reverse Book Building Process and are currently holding Equity Shares in the Company ("Residual Shareholders"), to tender their Equity Shares during a period of one year from the Date of Delisting. Residual Shareholders can tender their Equity Shares to the Acquirers at the Exit Price of Rs. 2057/- per Equity Share from 9th June, 2023 till 8th June, 2024 (both days inclusive), on the terms and conditions as set out in the Exit Letter of Offer. The Exit Letter of Offer has been dispatched to all the Residual Shareholders of the Company by the Acquirers, whose names appeared in the records of the Registrar of the Company and to the owners of Equity Shares whose names appear as beneficiaries on the records of the respective depositories (as the case may be) at the close of business hours as on 2nd June, 2023.

7. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company had no subsidiary, joint venture or associate company during the financial year 2022-23.

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, 2023 will be available on the website of the Company at https://www.ilmorison.com/investors- relations/#FINANCIAL-INFORMATION

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31st March, 2023, the Board comprised of six Directors including one Independent Women Director. The Board has an appropriate mix of Executive, Non-Executive and Independent Directors, which is in compliance with the requirements of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') 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 Company, Mr. Raghu Nandan Mody (DIN: 00053329), Director of the Company, retires by rotation at the ensuing 88th Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration ("NRC") Committee, has recommended his re-appointment to the members of the Company.

b) Appointment and Re-appointment:

The members of the Company at their 87th Annual General Meeting held on 26th September, 2022, had re-appointed Mr. Sohan Sarda (DIN: 00129782) as a Whole Time Director (designated as Executive Director and CEO) of the Company for period of 3 years by passing special resolution pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, effective from 1st April, 2023 till 31st March, 2026, liable to retire by rotation.

Mr. Sohan Sarda (DIN 00129782), who retired by rotation at the previous 87th Annual General Meeting held on 26th September, 2022, was reappointed as director of the Company in terms of provisions of Section 152(6) of the Act.

c) Cessation:

During the financial year 2022-23, none of the Directors or Key Managerial Personnel resigned from the services of the Company.

d) Declaration from Independent Directors:

Pursuant to the provisions of Section 149(6) of the Act and Regulations 16(1)(b) and 25 of the Listing Regulations, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence and are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence.

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

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

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and the Listing Regulations.

In the opinion of the Board, all the independent directors are persons of integrity and possess relevant expertise 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 has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees.

The Nomination and Remuneration Committee of the Company has specified the manner of effective evaluation of the performance of Board, its Committees and individual directors of the Company and has authorized the Board to carry out their evaluation. Based on the manner specified by the Nomination and Remuneration Committee, the Board has devised questionnaire to evaluate its performance and performance of its Committees and individual directors and the Chairperson. Such questions are prepared considering the business of the Company and the expectations that the Board has from each of the directors. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the individual directors were reviewed by the Chairman of the Board.

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

i. Attendance at Board and Committee Meetings;

ii. Quality of contribution to Board deliberations;

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

iv. Providing perspectives and feedback going beyond information provided by the management.

The details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

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. Mr. Ravi Vaishnav Company Secretary and Compl ance Officer

10. MANAGERIAL REMUNERATION AND OTHER DETAILS:

The necessary details/disclosures of Ratio of Remuneration of each Director to the median employees' remuneration and other details pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('Rules') is appended herewith as "Annexure A" and forms part of this report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules is provided in a separate annexure. Further, in terms of Section 136 of the Act, the report and accounts are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the Registered Office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Company Secretary 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 Act and Regulation 19 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted a policy ('Remuneration Policy') for selection and appointment of Directors, Key Managerial Personnel ('KMP'), Senior Management Personnel ('SMP'), other employees and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other related matters. There has been no change in the Remuneration policy during the current financial year. The Remuneration Policy is placed on the website of the Company at https://www.ilmorison.com/wp-content/uploads/2022/04/Remuneration-Policv. pdf

12. MEETINGS OF THE BOARD:

The Board met Six (6) times during the financial year 2022-23, the details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Act and Listing Regulations including circulars / notifications issued thereunder.

13. COMMITTEES OF THE BOARD:

In accordance with the provisions of the Act and Listing Regulations, the Company has constituted 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, and meetings held during the financial year 2022-23 are provided in the Corporate Governance Report, 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 Act and Regulation 18 of the Listing Regulations.

As on 31st March, 2023, 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 of the Audit Committee.

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

Other details with respect to Audit Committee are given in Corporate Governance Report, forming part of this Report.

All the recommendations made by the Audit Committee were duly accepted 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 the information and explanations obtained by them and as required under Section 134(3)(c) read with Section 134(5) of the Act, state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2023 and of the profit of the Company for that period;

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

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 the Company and that 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 all applicable laws and that such systems were adequate and operating effectively.

16. PUBLIC DEPOSITS:

During the financial year 2022-23, the Company has not accepted or renewed any deposits within the meaning of Sections 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. As on 31st March 2023, there were no deposits which were unclaimed / unpaid and due for repayment.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE ACT:

All contracts / arrangements / transactions entered by the Company during the financial year 2022-23 with related parties were in the ordinary course of business and on arm's length basis and were entered into based on considerations of various business exigencies, such as synergy in operations, their specialization, etc. and in furtherance of the Company's interests.

Pursuant to the provisions of Section 188(1) of the Act read with the Companies (Accounts) Rules, 2014, the details of material related party transactions are given in prescribed Form AOC-2 and appended herewith as "Annexure B" and forms part of this report.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has adopted a policy on Related Party Transactions and the same has been uploaded on its website viz. https://www.ilmorison.com/wp-content/uploads/2022/04/ Policv-on-Related-Partv-Transactions.pdf

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

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

19. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has formed Corporate Social Responsibility Committee and Policy on Corporate Social Responsibility ('CSR'). As required under the provisions of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, a brief outline/salient features of the Company's CSR Policy and the Annual Report on CSR activities undertaken by the Company is provided in "Annexure C" forming part of this Report.

As part of its initiatives under CSR, the Company has made contribution of Rs. 15,00,000/- (Rupees Fifteen Lakhs only) to the Prime Minister's National Relief Fund ('PMNRF') towards its CSR obligations during the financial year 2022-23 to render immediate relief to families of those killed in natural calamities like floods, cyclones and earthquakes, etc., and to the victims of the major accidents and riots. This contribution is in accordance with Schedule VII of the Act and CSR Policy of the Company. The policy on Corporate Social Responsibility has been placed on the website of the Company viz. https://www.ilmorison.com/ wp-content/uploads/2021/04/Corporate-Social-Responsibilitv-Policv.pdf

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

Apart from the approval of delisting of the equity shares of the Company from BSE Limited, details of which are given hereinabove in this report, there were no other significant or material order passed by any Regulator or Court or Tribunal, which impacts the going concern status of the Company or will have bearing on Company's operations in future.

21. RISK MANAGEMENT AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps 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 fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avails of the mechanism and provide for direct access to the Chairman of the Audit Committee in appropriate / exceptional cases.

The details of the Vigil Mechanism Policy are given in the Report on Corporate Governance and the policy is also posted on the website of the Company viz. https://www.ilmorison.com/wp-content/uploads/2021/02/Vigil-Mechanism-Policy.pdf

We affirm that during the financial year 2022-23, no employee or director was denied access to the Chairman of the Audit Committee.

23. STATUTORY AUDITORS:

Pursuant to the recommendation of the Audit Committee and Board of Directors, the members of the Company at its 87th Annual General Meeting held on 26th September, 2022, has approved the appointment of M/s. Haribhakti & Co. LLP, Chartered Accountants, Mumbai (ICAI Firm Registration Number-103523W/W100048) as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of 87th AGM of the Company till the conclusion of 92nd AGM.

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

24. SECRETARIAL AUDITORS:

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

25. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee, re-appointed M/s. SMMP & Company, Chartered Accountants, Mumbai, as Internal Auditors of the Company. The Internal Auditors monitor and evaluate the efficacy and adequacy of Internal control system in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to the Audit Committee.

26. COST RECORDS AND COST AUDITORS:

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

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

There is no qualification / observation / disclaimer/ adverse remark in Statutory Auditor's Report and Secretarial Auditor's Report.

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

28. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the provisions of Regulations 34(2) & (3) and Schedule V of the Listing Regulations, the following have been made part of the Annual 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 the Board of the Company has been debarred or disqualified from being appointed or continuing as directors 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 Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the IEPF Rules'), all dividend amount(s) remaining unclaimed/unpaid for a period of seven consecutive years from the date of transfer to the Unpaid Dividend Account are required to be transferred by the Company to the IEPF established by the Government of India. Further, according to the provisions of Section 124(6) of the Act read with the IEPF Rules, all shares in respect of which dividend has not been paid or claimed for a period of seven consecutive years or more from the date of transfer of the dividend amount to Unpaid Dividend Account, shall also be transferred to the demat account of the IEPF Authority. Accordingly, during the financial year 2022-23, the Company has transferred 1,781 equity shares to the demat account of the IEPF Authority as per the requirements of the IEPF Rules for the dividend remained unclaimed / unpaid up to financial years 2014-15.

In terms of the provisions of Sections 124(5) and 125 of the Act and said IEPF Rules, during the financial year 2022-23, an amount of Rs. 31,583/- (Rupees Thirty One Thousand Five Hundred and Eight Three only), being unpaid / unclaimed dividend for the Financial Year 2014-15, was transferred to the IEPF.

Further, the unpaid and unclaimed dividend amount lying with the Company for Financial Year 2015-16 is due to transfer to the IEPF in the month of November, 2023. The details of the same are available on the Company's website viz. https://www. ilmorison.eom/investors-relations/#IEPF.

Pursuant to the provisions of Rules 7(2A) and 7(2B) of the IEPF Rules, the Board of Directors has appointed Mr. Ravi Vaishnav, Company Secretary and Compliance Officer, as the Nodal officer of the Company.

30. INTERNAL FINANCIAL CONTROLS:

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

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

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

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

Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 details regarding Conservation of Energy, Technology Absorption, 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 any credit ratings during the financial year 2022-2023.

33. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2022-23, there was no complaint filed before the said Committee and there was no complaint pending at the beginning or end of the said financial year.

34. LISTING:

The equity shares of the Company were listed on the BSE Limited upto 8th June, 2023 and w.e.f. 9th June, 2023, upon compliance of the formalities for voluntary delisting, the trading in the equity shares of the Company was discontinued and the shares of the Company was delisted from BSE Limited w.e.f. 9th June, 2023.

The listing fees for the financial year 2023-24 have 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 all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your Directors confirm compliance of the same during the financial year 2022-23.

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

During the financial year 2022-23, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the said financial year.

37. VALUATION OF ASSETS:

During the financial year 2022-23, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence, the Company was not required to carry out valuation of its assets for the said purpose.

38. ACKNOWLEDGEMENT:

Your director's places on record their sincere gratitude for the continued co-operation and patronage extended by the esteemed Customers, Shareholders, Bankers, Trade Partners and Employees during the financial 2022-23 and look forward for their continued support in the future as well.

For and on behalf of the Board of Directors of
Sanjay Kothari J. L. Morison (India) Limited Sohan Sarda
Place: Mumbai Director Executive Director & CEO
Date: 30th May, 2023 DIN: 00258316 DIN:00129782
Registered Office: Rasoi Court, 20, Sir R.N. Mukherjee Road, Kolkata - 700 001.