DIRECTORS' REPORT

To the Members,

J. L. Morison (India) Limited

Your Directors feel pleasure in presenting 83rd Annual Report of your Company comprising the Audited Financial Statements for the year ended 31st March, 2018.

1. FINANCIAL HIGHLIGHTS:

2. ADOPTION OF IND AS:

The Company has adopted the Indian Accounting Standard ('Ind AS') w.e.f. 1st April, 2017 with a transition date of 1st April 2016. The above financial statements have been prepared in accordance with the recognition and measurement principles stated therein and as prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and the other accounting principles generally accepted in India. Accordingly, the previous year figures are recasted/reclassified to make them Ind AS compliant.

3. 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. 16.43 lacs (previous year Rs. 16.43 lacs) including Corporate Dividend Distribution Tax of Rs. 2.78 lacs (previous year Rs. 2.78 lacs). During the year the Company has not transferred any amount to General Reserve.

4. PERFORMANCE:

The Company has reported total revenue of Rs. 8,608.65 lacs, representing a growth of 12% over the previous year. This was achieved despite challenging market conditions.

Profit Before Tax was Rs. 1,072.85 lacs and net profit was Rs. 964.26 lacs after provision for tax of Rs. 108.59 lacs.

Other Comprehensive Loss (OCL) (Net of tax) was Rs. 1,217.11 lacs, as against Profit of Rs. 5,591.97 lacs in the previous year. The total Comprehensive Loss for the year was Rs.252.85 lacs, as against Income of Rs. 5,780.48 lacs in the previous year.

The Indian economy performed well during 2017-18 with a GDP growth of about 7%, despite of much awaited indirect taxation reform of Goods and Service Tax (GST).

In last financial year the 3 divisions were merged so as to generate synergies of operation and cost saving in the long term. The performance of the Company was good considering the competition and GST implementation which is clearly evident from the above results.

The Company continues to explore newer opportunities including launch of new products in the own brands. However, there were no changes in the nature of business of the Company during the year under review.

5. 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.

6. SHARE CAPITAL OF THE COMPANY:

The paid up equity share capital of your Company is Rs. 1,36,50,340/- (Rupees One Crore Thirty Six Lacs Fifty Thousand Three Hundred Forty only) divided into 13,65,034 Equity Shares of Rs. 10/- (Rupee Ten) each.

7. SUBIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company did not have any subsidiary, joint venture or associate company during the financial year.

8. EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as "Annexure A".

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Retirement by Rotation:

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

b) Appointment:

The Board of Directors of the Company appointed Ms. Sonal Naik as a Company Secretary and Compliance Officer of the Company w.e.f. 26th April, 2018 upon resignation of Ms. Karishma Patel w.e.f. closing working hours of 3rd March, 2018.

Pursuant to provisions of Section 149 of the Companies Act, 2013 and applicable rules made thereunder, the members of the Company in their 79th Annual General Meeting appointed Mr. Sanjay Kothari (DIN: 00258316) as an Independent Director of the Company for the period of five years i.e. from 1st April, 2014 to 31st March, 2019.

According to the provisions of Section 149(10) read with Schedule IV of the Companies Act, 2013 (the Act) an Independent Director shall hold office for a term of upto five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing a special resolution by the Company for another term of upto five consecutive years on the Board of a Company.

In line with the aforesaid provisions of the Act and in view of long, rich experience, continued valuable guidance to the management and strong performance of Mr. Sanjay Kothari at Board level, it is proposed to re-appoint him for a second term as an independent Director on the Board of the Company for a further period of five years upto 31st March, 2024.

c) Cessation:

Ms. Karishma Patel, Company Secretary and Compliance Officer of the Company resigned from the services of the Company w.e.f. closing working hours of 3rd March, 2018. The Board places on record its sincere appreciation for her hard work during her tenure in the Company.

d) Declaration from Independent Directors:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

e) Annual performance evaluation by the Board:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 Board has devised questionnaire to evaluate the performance of Chairman, each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following 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 its performance;

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

The details of the programs 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 at www.jlmorison.com/corporate

f) Key Managerial Personnel (KMP):

10. MANAGERIAL REMMUNERATION AND OTHER DETAILS:

The necessary details/disclosures of Ratio of Remuneration to each Director to the median employee's remuneration and other details pursuant to the Section 197(12) of the Companies Act, 2013 and as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('Rules') is annexed herewith as "Annexure B".

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 forming part of this report. 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 the same will be furnished on request.

11. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Report on Corporate Governance.

12. AUDIT COMMITTEE AND ITS COMPOSITION:

As on 31st March, 2018, the Audit Committee comprised of Mr. Sanjay Kothari, Mr. Dinesh Sharma, Mr. Chakrapani Brajesh Misra and Mr. Sohan Sarda. Mr. Sanjay Kothari is the Chairman of Audit Committee of the Company. The Company Secretary of the Company acts as a Secretary of 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.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

13. MEETINGS OF THE BOARD:

The Board met five times during the year, 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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. 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) of the Companies Act, 2013 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, if any;

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, 2018 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.

15. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis and are 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.

During the year, the Company had entered into contract /arrangement /transaction with related party, the details of which as referred to in Section 188(1) of the Companies Act, 2013 in prescribed Form AOC-2 under Companies (Accounts) Rules, 2014 is appended as "Annexure C".

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company at www.jlmorison.com/corporate.

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

The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 is given under Notes to Accounts of financial statements provided in this Annual Report.

18. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 read with Companies (Corporate Social Responsibility) Rules, 2014, the Company has formed Corporate Social Responsibility Committee and Policy on Corporate Social Responsibility (CSR). As part of its initiatives under CSR, the Company has made contribution to the Prime Minister's National Relief Fund for socio-economic development of the country. This contribution is in accordance with Schedule VII of the Companies Act, 2013.

The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as "Annexure D".

19. 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:

There was no 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.

20. RISKS 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 monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

21. 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 avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company on www.jlmorison.com/corporate. We affirm that during the financial year 2017-18, no Employee or Director was denied access to the Audit Committee.

22. STATUTORY AUDITORS:

M/s Lodha & Co., Chartered Accountants, Mumbai (Firm Registration Number- 301051E), were appointed as Statutory Auditors of the Company at the 82nd Annual General Meeting held on 25th September, 2017, to hold office for a period of consecutive five years i.e. till the conclusion of the 87th Annual General Meeting to be held in the year 2022, subject to ratification every year by the shareholders at every Annual General Meeting of the Company held thereafter.

The Company has received confirmation from M/s Lodha & Co. to the effect that their appointment if ratified, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified from being acting as Statutory Auditors within the meaning of Section 141 of the Companies Act, 2013. The Board recommends the ratification of appointment of M/s Lodha & Co., as the Statutory Auditors of the Company at the ensuing Annual General Meeting of the Company.

23. 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 has appointed M/s. M Baldeva Associates, Company Secretaries, Thane as Secretarial Auditors to undertake Secretarial Audit of the Company for the year 2017-18. The Secretarial Audit Report is annexed herewith as "Annexure E" and forming part of this report.

24. INTERNAL AUDITORS:

The Company has appointed M/s. SMMP & Associates, Chartered Accountants, Mumbai, as its Internal Auditors. 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.

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

There is no qualification/adverse remarks in Statutory Audit Report.

With respect to observation made by the Secretarial Auditors, in their report, regarding delay in filing of certain e-forms, we would like to state that the delay in filing of e-forms was due to oversight.

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

Pursuant to Regulations 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following have been made a part of the Annual Report and are attached to this report:

Corporate Governance Report

Auditors' Certificate regarding compliance of conditions of Corporate Governance

Management Discussion and Analysis Report

27. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 125 of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years. Further, according to the said Rules, the shares on which dividend remained unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred corresponding shares to the demat account of the IEPF Authority as per the requirements of the IEPF rules.

28. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Your 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 internal and operational audit is entrusted to M/s. SMMP & Associates, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

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, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function, reports to the Chairman of the Audit Committee.

Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and compliance to Accounting Policies and procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Controls Systems followed by the company.

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

The details of conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are appended to this report as "Annexure - F".

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

The Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was received by the Committee.

31. LISTING:

The equity shares of the Company continue to be listed on BSE Limited and The Calcutta Stock Exchange Limited.

32. 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 year under review.

33. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude for the continued co-operation and patronage extended by the esteemed Customers, Shareholders, Bankers, Trade Partners and Employees and look forward for their continued support in the future as well.

Annexure to Directors' Report

Annexure A

Form No. MGT-9

Extract of Annual Return

(As on the financial year ended 31st March, 2018) [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company does not have any holding, subsidiary or associate company

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

i) Category-wise Share Holding:

ii) Shareholding of Promoters and Promoters group:

iii) Change in Promoters' Shareholding (please specify, if there is no change):

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

*As required under Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 these shares were transferred to DEMAT Account of the IEPF Authority.

v) Shareholding of Directors and Key Managerial Personnel:

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

B. Remuneration of other directors:

C. Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD

* Salary for the period 1st April, 2017 to 3rd March, 2018 is considered here. VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

Annexure B

(A) DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The ratio of the remuneration of each Director to the median remuneration of the Employees of the Company for the financial year 2017-18 are as under:

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary in the financial year 2017-18, are as under:

(iii) The percentage increase in the median remuneration of employees in the financial year: 8.88% (iv) There were 334 permanent employees on the rolls of Company as on 31st March, 2018;

(v) Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year 2017-18 was 13.94% whereas the increase in managerial remuneration for the same financial year was (10.83%). This was based on the recommendation of the Nomination and Remuneration Committee to revise the remuneration as per the Remuneration Policy of the Company;

(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company for Directors, Key Managerial Personnel and other Employees.

Annexure C

FORM AOC - 2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014

Form for disclosure of particulars of contract/arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis: The Company has not entered into any contract or arrangement or transaction with its related parties which is not at arm's length during the financial year 2017-18.

2. Details of material contracts or arrangements or transactions at arm's length basis:

ANNEXURE D Annual Report on Corporate Social Responsibility (CSR) Activities for the Financial Year 2017-18

1. A brief outline of the Company's CSR Policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes.

The Company aims at spending a defined portion of its net profits for the betterment of society through:

Providing financial and other assistance to students who belong to socially economically weaker sections;

Supporting efforts for community health in slums and areas inhabited by weaker sections;

Supporting the programmes and efforts for environment protection and enhancement;

Promoting, encouraging and supporting the social and cultural heritage and traditions of our society;

Taking proactive measures for the well-being of society, as per needs. The CSR Policy of the Company can be viewed at: www.jlmorison.com/corporate

2. The Composition of the CSR Committee:

3. Average Net Profit of the Company for last three financial years - Rs. 308.95 lacs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) - Rs. 6.18 lacs

5. Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year - Rs. 6.18 lacs

(b) Amount unspent, if any - Nil

(c) Manner in which the amount spent during the financial year is detailed below:

(Rs. in lacs)

6. In case the Company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the reasons for not spending the amount: Not Applicable.

7. The CSR Committee hereby confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

ANNEXURE E Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and

Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To,

The Members, J. L. Morison (India) Limited

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by J. L. Morison (India) Limited (hereinafter called 'the Company'). The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluation of the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 ('Audit Period') complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): (i) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (ii) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(iii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not applicable to the Company during the Audit Period);

(iv) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during the Audit Period);

(v) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during the Audit Period);

(vi) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(vii) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the Audit Period);

(viii) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during the Audit Period); and

(ix) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (vi) Other laws specifically applicable to the Company:

a. The Drugs and Cosmetics Act, 1940; and

b. The Infant Milk Substitutes, Feeding Bottles and Infant Foods (Regulation of Production, Supply and Distribution) Act, 1992. I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards (SS - 1 and SS - 2) issued by The Institute of Company Secretaries of India; and

(ii) The Listing Agreements entered into by the Company with BSE Limited, Mumbai and The Calcutta Stock Exchange Limited, Kolkata.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above except delay in filing of certain e-forms with the Registrar of Companies, West Bengal.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Director/CEO, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices are given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there was no major corporate event having a major bearing on the Company's affairs.

This report is to be read with my letter of even date which is annexed as Annexure-l and forms an integral part of this report.

'Annexure I'

To,

The Members,

J. L. Morison (India) Limited

My report of even date is to read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed, provided a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on the test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.