Annual Report
Annual Report
Annual Report
Many!
Jyothy Laboratories Limited | Annual Report, 2016-17
CONTENTS
About Jyothy Laboratories 02 | Value for many! 05 | From the Chairman and Managing Director’s desk
06 | Key performance indicators 08 | Joint Managing Director & Chief Financial Officer’s review 10 |
Brand promotions 13 | Product report: From the Director’s desk 14 | Consumers speak 16 | Business
competencies 20 | Management discussion and analysis 22 | Industry size and our market share at a glance
5
Product categories H1,747.4 crore
a unique proposition. An iconic in which Jyothy
jingle ‘Aaya naya Ujala, chaar • Power Brand sales increased by
Laboratories is
boondo waala’ was created to 4.4% to `1,510 crore
present:
market this product. The message • Gross profit margins declined
to the consumer was that now Fabric care by 50 bps to 45%
spotlessly clean clothes were • Operating profit margins
Dish wash
possible by using only four drops increased by 30 bps to 14.7%
of Ujala Supreme. Over the years, Household insecticides
• Net profit increased by 176.6%
the Company invested in market Personal care
to H204.2 crore
and product research to diversify Laundry services
into various household product • Earnings per share increased by
categories such as insecticides, 175.7% to H11.2
fabric stiffeners and soap, leading
to the launch of successful Listing details
products like Ujala, Maxo and • Jyothy Laboratories is listed on
6
Exo. A turning point was reached BSE Limited and National Stock
in 2011, with the Company’s The number of Exchange of India Limited.
acquisition of a controlling stake the Company’s
in Henkel India Limited, the Power Brands: • The Company’s market
local arm of the German FMCG capitalisation increased from
giant Henkel AG & Co. This H5,240 crore (as on 31 March
business association widened the 2016) to H6,471 crore (as on 31
Company’s opportunity landscape March 2017)
as consumer business segments • An investment of H69 (after
of Jyothy Laboratories and this bonus and share split) in the
global giant were clubbed. We IPO had grown to H357.3 as
take pride in being the first major on 31 March 2017 (excluding
Indian company to take such a dividends)
leap with the backing of necessary
resources. • The promoters held 66.89% of
the Company’s equity capital (as
Plants and locations on 31 March 2017)
Jyothy Laboratories’ pan- • The face value of each Jyothy
India presence covers many equity share stands at Re. 1;
manufacturing facilities and two Revenues from these Power
the Company declared/paid
research and development centres. Brands accounted for 86.4% of the
a dividend of H6 per share for
Most of the Company’s plants are Company’s sales in FY2016-17.
FY2016-17 (H5 per share for
proximate to major consumption FY2015-16)
centres and tax-friendly zones.
`14.7
12% (standalone). we desire to make a difference to
consumer lives. We have a world-
We have always professed that class team and we have important Revenue generated
building trust-based consumer work to do. I am looking forward
relationships will lead us to success,
from every
to all that we have targeted to
not just in numbers but in terms accomplish in 2017-18.
advertising rupee
of enriched value. We believe in spent in India
coordinating with different functions, With enthusiasm,
integrating the company’s core
virtues into the system, strengthening
the emotional connect and
reinforcing the distributor-staff- M.P. Ramachandran
organization relationship.
204.2
45.5
1,747
45.0
1,658
73.8
2015-16
2016-17
2015-16
2016-17
2015-16
2016-17
30.4
18.8
3.7
23
3.2
16
8.2
2015-16
2016-17
2015-16
2016-17
2015-16
2016-17
2015-16
2016-17
Analysis: A judicious Analysis: Our growing Analysis: Enhanced Analysis: Efficient capital
channelisation of cash scale coupled brand recall, assured allocation led to a 1,060
flows towards debt with productivity shelf space visibility, bps increase in our ROCE
repayment, paired enhancement and steady product offtake on a y-o-y basis.
with aggressive rate resource maximisation and strategically-
negotiations led to a led to a 90 bps fall in formulated terms of
moderation debt cost, the operating costs as a trade helped us largely
impact of which will be percentage of revenues maintain working
visible in the next year. in FY2016-17. capital efficiency barring
increase in receivables
due to a higher share of
sales to organised retail.
of sustainable sources. At Jyothy, we are attractively Over the years, we have been investing consistently
positioned to address these challenges because at the in shoring our manufacturing capacities, taking
heart of our success lies our ability to develop cost- advantage of emerging fiscal opportunities and
effective, relevant and solution-oriented products. moving closer to key consumption points. In line
with this, we set up three showpiece adjacent
manufacturing units in Assam (commissioned for ~
What were some of the other interesting
H30 crore) during the fourth quarter of FY2016-17.
Q developments to have transpired during the
year?
These additional production capacities, geared to
manufacture a higher proportion of low-priced units
In India, the earning-consumption cycle is longer than of three power brands, will reinforce our presence in
in most geographies with higher or similar per capita the North East and enable us to cater to markets in
income levels. However, we are witnessing faster Northern India.
BRAND PROMOTIONS
At Jyothy Laboratories, a company that is engaged in differentiated innovation, we enjoy a legacy of developing
products that provide tangible customer value. Through the identification and articulation of this value, we are
able to formulate strategic and insightful brand communication.
Woh kaise?
Customer-centric Robust
The Company has always been Thirty-four years ago, when
obsessed with serving consumer the Company started as a small
needs – stated and unstated, met business, its rigorous research
and unmet. It develops products helped it come up with a
after engaging in extensive marketable FMCG product –
research. Being a homegrown Quality-obsessed
Ujala. Jyothy now owns and
FMCG company, it enjoys a strong The Company does not
operates two in-house R&D
grassroots connect, enabling it to pay lip service to qualitative
centres, which are relentlessly
convert consumer insights into excellence; it lives it. Though
engaged in developing product
relevant products. For example, the Company reaches out to
formulations that offer effective
when it realised that typical fabric the bottom-of-the-pyramid, it
and efficacious solutions. Its
whiteners imparted a ‘yellow never compromises quality. By
unwavering focus helped it extend
white’ colour to the fabric, the partnering reliable raw material
to the household insecticides
Company manufactured Ujala, suppliers and packagers, it
segment (Maxo coil and liquid).
providing an ‘executive look’ matches and raises sectoral
The Company’s product re-
based on the fabric’s crispness benchmarks. Besides, the
launches have been based around
and shine. Company invests in developing
differentiating itself from me-too
third-party suppliers, helping
products in the market.
them grow while ensuring
seamless supply chain operations.
Growth
2016 2017 2018
Global economy 3.1% 3.4% 3.6%
Advanced economies 1.6% 1.9% 2.0%
Emerging market and 4.1% 4.5% 4.8%
developing economies
(Source: IMF)
6 6 6 6 6 6 6 6
5 5 5 5
4 4 4 4 4 4 4 4
Jan-Mar 2016 Apr-Jun 2016 Jul-Sep 2016 Oct-Dec 2016 Jan-Mar 2017
(Source: http://www.tradingeconomics.com)
FMCG market is
anticipated to clock
a CAGR of 17.7 % 29.4
18.9
to reach the US$ 9.0 10.4 12.3 12.1 14.8
100 billion-mark by 2009 2010 2011 2012 2013 2015 2016 2025E
2025. Note: E - Estimate
(Source: https://www.ibef.org)
SWOT analysis
STRENGTHS OPPORTUNITIES
• Adequate access to raw materials • Rural development
• Balanced mix of value-for-money and • Increasing disposable incomes
aspirational products • GST obviating the need to pay ‘double taxes’
• Extensive distribution channels • 100% FDI in online retail via automatic route to
• Cost-competitive logistics catalyse the influx of foreign capital
• Skilled workforce • Growing preference for e-commerce modes
• Advanced R&D
WEAKNESSES THREATS
• Stiff competition • Existing competitors
• Need for constant innovation • Emergence of new players following the
• Low margins derived from products targeted demonetisation measure
towards the lower rungs of the economic • Increased duties and cess following GST
pyramid implementation
• Foreign players foraying into the sector
delivery process. The Company increased product variation and programs conducted from
connects to direct distributors premiums. The financial growth time-to-time to keep employees
via a secondary sales software reflected in the earnings per share energized and productive.
named Lakshya, and it also has as well, which grew 175.7% from
Jyothy’s IT and HR functions
another channel that connects H4.1 to H11.2.
work hand-in-hand with all HR
with the super-stockists, who
processes fully-automated –
in turn connect with the sub- Human resources
from joining to retirement. The
stockists using ‘Jyothy Aadhar’. The Company’s brands are its
Company recently upgraded its
Jyothy partnered with online app assets and great brands are
payroll platform to SAP. Employees
company, Bigbasket, to reach built with inspired employees. are provided with JConnect, an
consumers in the shortest possible The Company’s employees are online employee portal that not
time. It invests in the business of entrepreneurial, innovative, only provides employee services
its distributors and suppliers since dynamic and driven by a strong but also represents a platform for
they are a part of its business sense of ownership. Their engagement. JConnect Mobile,
model and as they grow, it grows. performance is reflected in the an Android and iOS mobile app,
The Company plans to shrink ability to counter market dynamics allows employees to complete
its replenishment cost and time with agility. Jyothy Laboratories tasks like applying for leaves even
through the use of data analysis. believes in an open-door policy when they are outdoors, through
Its modern trade processing has with its senior management being the mobile phone.
been 60% centralised and it looks quite approachable. All employees
have well-defined performance The Company believes and works
forward to make that 100% by the
parameters (KRAs), which are towards women empowerment,
next year.
aligned to the organizational goals which is evident from its gender
and form the basis of performance mix; almost 20% of the total
Prudent financial management employees are women (as on 31
evaluation; the Company
The Company’s revenue from March 2017). Under the corporate
possesses a 2,400-strong
operations increased from H1,657.7 and manufacturing functions, the
employee team.
crore in FY2015-16 to Rs.1,747.4 number is still higher at 24% and
crore in FY2016-17 on the back of The Company aligns its HR 34%, respectively. The Company
volume and value growth, aided strategies towards skills also possesses a strong counter-
by new product launches. The development and, in collaboration sexual harassment policy.
Company’s revenues comprised with Teamlease Skill University,
increased earnings from the sale enrolled as many as 133 members Information technology
of fabric care products, household for skills development in FY2016- Jyothy Laboratories has invested
insecticides, personal care 17. Moreover, to enhance extensively in developing its
products, dish-washing products employee skills, the Company IT infrastructure to improve
and laundry services. Operating provides internal as well as performance efficiency and
EBITDA stood at H256.9 crore in external training to its employees. productivity and has also built
FY2016-17, compared with H238.3 These training sessions are a strong distribution network.
crore in FY2015-16, representing a provided across the job function In an important development,
healthy 7.8% growth. The demand or for soft skills development. The since 1st April 2017, the Company
for FMCG products increased training not only helps enhance successfully implemented SAP
manifold over the years and the skills but also enhances workplace S4 HANA across all its business
Company reported steady earnings productivity. functions, becoming one of the
growth in competitive markets. first companies to be on this latest
All Company employees and
Net profit improved owing to version of SAP. The Company also
their families are covered under
improved efficiency in operations, plans to implement modules like
the Company-sponsored Group
tax exemptions and reduced costs. Medical Insurance to take care Business Planning and Analytics
The Company’s PAT increased of their medical expenses in case and FIORI on the HANA platform.
exponentially at 176.6%, from of ailments or exigencies. Jyothy In yet another development, the
H73.8 crore in FY2015-16 to also offers employees a voluntary secondary sales software ‘Lakshya’
H204.2 crore in FY2016-17. EBITDA group medical policy for parents was upgraded from the previous
margin improved to 14.7% from or in-laws. version to ‘Lakshya 2.0’, improving
14.4% in FY2015-16, following
The Company organizes a distributors’ secondary sales,
improved cost management,
number of employee engagement claims processing and inventory
operational efficiency and
AWARDS WON
At Jyothy Laboratories, the year 2016-17 was eventful during which we were recognised for a new product
launch and for innovation in IT. In addition our HR head received a prestigious award instituted by CHRO Asia.
IT awards
• DQ Vertical Warrior Award for Innovative use of Technology in FMCG Vertical
• IDC Insights Award for Excellence in Operations 2016
• CIO 100 – Intelligent Enterprise Champion Award by IDG
Product awards
Maxo Genius LV - Product
of the Year Award
HR awards
Most Influential HR
Leaders in India by
CHRO Asia
Financial snapshot
Ujala
2015-16 2016-17
Contribution to category sales (%) 57.3 56.8
Revenues ( H crore) 391.7 419.0
Henko
2015-16 2016-17
Contribution to category sales (%) 24.4 24.6
Revenues ( H crore) 166.6 181.2
unique Poly Fx formula, imparts registered respectable growth and Ujala IDD powder, which enjoys
an impressive crispness, superior is the second largest detergent significant market share in Kerala,
form, brilliant shine and pleasant brand in Kerala will continue to receive focus in
fragrance, bringing forth the Ujala Crisp & Shine delivered that market.
perfect ‘executive look’. robust growth in Kerala and Henko offers a unique and
Henko is the only detergent that established a strong presence in relevant benefit to consumers. It
is proven to deliver superior cloth the new market of Tamil Nadu will continue to grow as a more
care. The brand’s unique Fibre Henko’s market share grew to consumer-facing brand as we
Lock technology prevents linting, 3.9% across select markets, an establish this new offering in the
which, in turn, ensures clothes outcome of sustained marketing market.
retain their newness longer. and branding efforts
Ujala Crisp & Shine will continue
with its robust growth momentum
Key highlights, FY2016-17 Outlook on the back of a strong and
Ujala Supreme fabric whitener Ujala fabric whitener will differentiated proposition of ‘The
reported healthy growth in continue to dominate the post- Power of the Executive Look’. The
a stagnating fabric whitener wash fabric whitener market given brand will also be extended to new
category. its superior performance backed markets.
Ujala detergent powder by all-India distribution.
HOUSEHOLD
INSECTICIDE SEGMENT
Revenues, H261.2
Number of products 3
FY2016-17 crore
Maxo Genius
New products Revenue growth,
Liquid -6.1%
launched, FY2016-17 FY2016-17
Vaporiser
Overview Portfolio
As people are increasingly turning Brands offering natural goodness:
to holistic natural sciences to seek
Margo Original Neem
fundamental solutions for their
short and long-term wellness Margo Active Glycerine with
and beauty needs, personal care Neem
products with natural ingredients Neem Active Toothpaste
is receiving a contemporary
makeover in the Indian and global Competitive advantages
markets. Our offering in the Margo Original Neem soap
personal care space is the 96 year
Made using 100% original
old brand Margo. The brand went
neem, ensuring a retention of the
through a complete makeover in
therapeutic benefits
2016 and is poised grow in the
natural ingredients-based soap The unique manufacturing
category with its unique skin care process ensures unmatched
benefits. The new Margo promises efficacy
to offer the goodness of 1,000
Infused with Vitamin-E for extra
neem leaves with added Vitamin-E
moisturising
for extra moisturising. Its unique
manufacturing process retains Margo Active Glycerine
the neem efficacy and use of Made from 98% pure glycerine
100% original neem, making it an Unique combination of glycerine
authentic neem.
for moisturising and neem for Enhanced market share by communication (goodness of
deep cleansing 0.1% (value) to 1.1%, a good 1,000 neem leaves for clear and
Neem Active Toothpaste achievement in a competitive beautiful skin)
market
98% natural origin Focus on South and East India
and Maharashtra
Offers complete natural care Outlook
Re-launch Margo with Appraise relevant extension
Key highlights, FY2016-17 modifications in formulation, new options and restaging the brand
Achieved 4.1% sales growth for packaging and better targeted
Margo
Financial snapshot
Margo
2015-16 2016-17
Contribution to category sales (%) 88.8 85.6
Revenues ( H crore) 131.1 136.5
Dishwash
DishwashBar
liquid
2015 2016
Volume Value Volume Value 2016
(in kl) ( H in lacs) (in kl) ( H in lacs)
Urban 19,252 32,892 20,681 35,947 Value (%)
Rural 2,233 3,442 2,456 4,045 0.4%
Total 21,485 36,334 23,137 39,992 18.6%
17.8%
Dishwash
MosquitoBar
coils
2015 2016
Volume Value Volume Value 0.8%
(in million no.) ( H in lacs) (in million no.) ( H in lacs)
7.2%
Urban 3,368 86,340 3,256 84,826 10.9%
6.3%
Rural 2,952 70,938 2,976 73,022
Total 6,320 1,57,278 6,232 1,57,847
Volume (%)
Dishwash
MosquitoBar
liquid 0.4%
16.6% 21.3%
2015 2016
Volume Value Volume Value
(in kl) ( H in lacs) (in kl) ( H in lacs)
Urban 8,490 1,18,744 8,980 1,31,003
0.8%
Rural 2,059 28,345 2,302 32,793
Total 10,549 1,47,090 11,282 1,63,796
10.1% 8.0%
6.1%
Dishwash
MosquitoBar
card
2015 2016 Maxo coil
Volume Value Volume Value Maxo LV
(in million no.) ( H in lacs) (in million no.) ( H in lacs) Maxo Magic Card
Urban 1,855 18,096 2,271 20,922 Exo Bar
Rural 1,284 12,304 1,674 16,013
Pril Bar
Total 3,139 30,400 3,945 36,935
Pril Liquid
Source: AC Neilsen (January - December) Exo Liquid
EMPLOYEE
ENGAGEMENT
At Jyothy Laboratories, we believe in creating a happy, engaged, productive and loyal workforce. With a firm
belief that our human resources are our biggest asset, we organise employee engagement activities throughout
the year, marked by fun, games and outdoor engagement.
STATUTORY
SECTION
FINANCIAL PERFORMANCE
Your Company’s financial performance on standalone basis for the year ended March 31, 2017 compared with
previous financial year is summarised below:
(H in Crore)
Particulars Financial Financial
Year ended Year ended
March 31, 2017 March 31, 2016
Gross Revenue from Operations 1698.16 1608.90
Other Income 4.24 11.74
Earnings before interest, tax, depreciation, amortization and 264.39 239.75
impairment
Interest & Finance Charges/(Income) Net 43.73 52.12
Depreciation and Amortization- Tangibles 23.38 23.08
Depreciation and Amortization- Intangibles 31.36 31.12
Profit before tax and Share of (profit)/loss of an associate and a joint 165.92 133.42
venture
Share of (profit)/loss of an associate and a joint venture (0.04) 0.07
Profit Before Tax 165.96 132.34
Provision for tax
- Current tax- (MAT) - 14.52
- Adjustment of Tax relating to earlier period 7.85 -
- Deferred Tax Charge (43.94) 44.30
Profit after tax 202.05 74.52
Earning Per Share (Basic) (In H) 11.12 4.12
Earning Per Share (Diluted) (In H) 11.12 4.06
Dividend Per Share of face value of H1/- (In H) 6.00 5.00
Crore) and is subject to the approval of Members at the Company Law Tribunal vide its Order dated March 1,
ensuing Annual General Meeting of your Company. 2017. The Appointed date for the above mentioned
amalgamation was April 1, 2016 which came into
During the previous financial year, your Company had
effect on March 17, 2017 after filing of certified copy
paid a total dividend of H5/- (Rupees Five) per Equity
of the Order of the Hon’ble Mumbai Bench of National
Share of H1/- each for the financial year 2015-16
Company Law Tribunal with the Registrar of Companies
including interim dividend of H4/- (Rupees Four) per
and/ or Ministry of Corporate Affairs.
Equity share of H1/- each involving total cash outflow
of H109.00 Crore (inclusive of tax of H18.44 Crore). Except as mentioned above, no Company has become
or ceased to be its subsidiaries, joint ventures or
DIVIDEND DISTRIBUTION POLICY associate companies during the financial year 2016-17.
Your Company has adopted a policy on Dividend
Distribution formulated in accordance with the DIRECTORS’ RESPONSIBILITY
Regulation 43A of the Securities and Exchange Board of STATEMENT
India (Listing Obligations and Disclosure Requirements) In terms of Section 134(5) of the Companies Act, 2013,
Regulations, 2015 (hereinafter referred to as ‘Listing in relation to the Audited Financial Statements of your
Regulations’), and the same is attached as annexure to Company for the financial year ended March 31, 2017,
this report and can be accessed from your Company’s the Board of Directors hereby confirms that:
website at the link: http://www.jyothylaboratories.
com/admin/docs/DIVIDEND%20DISTRIBUTION%20 a. in the preparation of the annual accounts for the
POLICY_JLL_FINAL.pdf financial year ended March 31, 2017, the applicable
accounting standards read with the requirements
set out under Schedule III to the Act, have been
TRANSFER TO RESERVES
followed and there were no material departures
Your Company did not transfer any sum to the General from the same;
Reserve for the financial year under review. However,
your Company has transferred a sum of H62.50 Crore b. your Directors have selected such accounting
(H45.60 Crore in the previous financial year) to the policies and applied them consistently and made
Debenture Redemption Reserve during the year under judgments and estimates that were reasonable and
review. prudent so as to give a true and fair view of the
state of affairs of your Company as at March 31,
CONSOLIDATED ACCOUNTS 2017 and of the profit of your Company for the
year ended on that date;
The consolidated financial statements of your
Company are prepared in accordance with the relevant c. your Directors have taken proper and sufficient
Indian Accounting Standards issued by the Central care for the maintenance of adequate accounting
Government under Section 133 of the Companies Act, records in accordance with the provisions of this
2013 and forms integral part of the Annual Report. Act for safeguarding the assets of your Company
and for preventing and detecting fraud and other
PERFORMANCE OF SUBSIDIARIES, irregularities;
ASSOCIATE COMPANIES/ JOINT d. your Directors have prepared annual accounts of
VENTURES your Company on a going concern basis;
A report on the performance and financial position of e. your Directors have laid down internal financial
each of the Subsidiaries, Associates and Joint Venture controls to be followed by your Company and that
Companies as per the Companies Act, 2013 is attached such internal financial controls are adequate and
as Annexure to this report and hence not repeated here are operating effectively; and
for the sake of brevity. Policy for determining material
f. your Directors have devised proper systems to
subsidiaries formulated and adopted by your Company
ensure compliance with the provisions of all
can be accessed from your Company’s website at the
applicable laws and that such systems are adequate
link: http://www.jyothylaboratories.com/admin/docs/
and operating effectively.
PMS_JLL_Website.pdf
During the year under review, Jyothy Consumer MANAGEMENT DISCUSSION & ANALYSIS
Products Marketing Limited - JCPML (Wholly Owned
REPORT
Subsidiary of your Company) amalgamated with your
Company pursuant to the Scheme of Amalgamation In terms of the provisions of Regulation 34(2) of the
sanctioned by the Hon’ble Mumbai Bench of National Listing Regulations, the Management Discussion &
by the Board may be accessed from your Company’s INTERNAL FINANCIAL CONTROLS
website at the link: http://www.jyothylaboratories.
The Internal Financial Controls adopted and followed
com/admin/docs/RPT_JLL_Website.pdf
by your Company are adequate and are operating
Attention of Members is also drawn to Note 35 to the effectively. Your Company has adopted a dynamic
financial statements for the year ended March 31, 2017 Internal Financial Controls framework formulated
which sets out the related party disclosures as per the by Ernst & Young, LLP based on the best practices
Indian Accounting Standard (Ind AS) 24. followed in the industry. Under the said framework,
Risk and Control Matrix are defined for the following
CORPORATE SOCIAL RESPONSIBILITY process(es):-
(CSR) 1. Fixed Assets;
Your Company has been a firm believer that each 2. Financial Statement Closing Process;
and every individual including an artificial person 3. Information Technology;
owe something to the society at large. Mr. M. P. 4. Inventory Management;
Ramachandran, Chairman & Managing Director of 5. Marketing and Advertising;
your Company even before the inception of Corporate 6. Order to Cash;
Social Responsibility provisions under the Companies 7. Payroll;
Act, 2013, has been involved in charitable and social 8. Production Process;
activities in his individual capacity. 9. Purchase to Pay;
10. Taxation;
Your Company has undertaken projects in the area
11. Treasury.
of skill development, promotion of education and
rural development as part of its CSR initiative. These During the year under review, no material or serious
projects were in accordance with Schedule VII to the observations has been received from the Internal
Companies Act, 2013 and the CSR policy framed by Auditors of your Company regarding inefficiency or
your Company. The report on CSR activities as required inadequacy of such controls.
under the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is appended as annexure and forms CHANGE IN NATURE OF BUSINESS
an integral part of this report. During the year under review, there was no change in
Details about the CSR Policy adopted and formulated by the nature of business of your Company.
your Company can be accessed from your Company’s
website at the link: http://www.jyothylaboratories. SIGNIFICANT AND MATERIAL ORDERS
com/admin/docs/JLL_CSR%20Policy_Website.pdf PASSED BY THE REGULATORS OR
Your Company was required to spend H294.10 lacs (2% COURTS
of the average net profits of last three financial years) There are no significant and material orders passed
on CSR activities during the financial year 2016-17. by any Regulator/ Court that would impact the
Accordingly, your Company spent H238.37 lacs on CSR going concern status of your Company and its future
activities during the year 2016-17 and an amount of operations.
H55.73 lacs stands committed towards contribution for
skill development etc. and the same will be expended REMUNERATION/ COMMISSION FROM
in the current financial year. Further an amount of ANY OF ITS SUBSIDIARIES
H6.06 lacs pertaining to financial year 2015-16 was
During the year under review, neither the Managing
spent towards housing in adivasi area of Trichur District,
Director nor the Whole Time Directors of your
Kerala in the financial year 2016-17.
Company received any remuneration or commission
from any of its Subsidiaries.
MATERIAL CHANGES AND
COMMITMENTS PARTICULARS OF LOANS, GUARANTEES
Except as disclosed elsewhere in this report, no material AND INVESTMENTS
changes and commitments which could affect your
The details of Loans, Guarantees and Investments as
Company’s financial position have occurred between
prescribed under Section 186 of the Companies Act,
the end of the financial year 2016-17 and date of this
2013 are appended as Annexure and forms integral part
report.
of this report.
INTERNAL CONTROL SYSTEMS A certificate has been received from M/s B S R & Co.
LLP, Chartered Accountants to the effect that they
Your Company has adequate internal control systems
are eligible for appointment and if made would be, as
and procedures in place for effective and smooth
per the provisions of Section 141 of the Companies
conduct of business and to meet exigencies of
Act, 2013 read with Section 139 ibid and rules made
operations and growth. Your Company has set up
thereunder.
Standard Operating Process (SOP), procedures and
controls apart from regular Internal Audits. Roles and The Board placed on record its appreciation for the
responsibilities have been laid down for each process services rendered by M/s S R B C & Co LLP Chartered
owners. Management Information System has been Accountants, Mumbai, as Statutory Auditors of your
established which ensure that adequate and accurate Company.
information is available for reporting and decision
The Notes on financial statement referred to in the
making.
Auditors’ Report are self-explanatory and do not call for
Internal Audit is conducted by an independent firm any further comments. The Auditors’ Report does not
of Chartered Accountants viz, M/s Mahajan & Aibara contain any qualification, reservation or any adverse
Chartered Accountants LLP. Internal Auditors regularly remark.
check the adequacy of the system, their observations
are reviewed by the management and remedial Cost Auditors and their Report
measures, as necessary, are taken. Internal Auditors As per section 148 of the Companies Act, 2013 read
report directly to the Chairman of the Audit Committee with the Companies (Cost Records and Audits) Rules,
to maintain its objectivity and independence. 2014, as amended, the Board of Directors of your
Your Company has also in place a ‘Complaince Tool’ Company on recommendation of the Audit Committee
designed and implemented by Ernst & Young, LLP appointed M/s R. Nanabhoy & Co., Cost Accountants,
which ensures compliance with the provisions of all Mumbai (Registration No. 000010) as the Cost Auditors
applicable laws to your Company adequately and to carry out the cost audit of its products covered
efficiently. under the Ministry of Corporate Affairs Order dated
June 30, 2014 (as amended on December 31, 2014) for Ministry of Corporate Affairs on September 7, 2016 and
the financial year 2017-18. The remuneration of Cost subsequently amended vide notification dated February
Auditors has been approved by the Board of Directors 28, 2017, all the Equity Shares of the Company in
on the recommendation of Audit Committee and the respect of which dividend amounts have not been paid
requisite resolution for ratification of remuneration or claimed by the shareholders for seven consecutive
of Cost Auditors by the members has been set out in years or more are required to be transferred to demat
the Notice of the 26th Annual General Meeting of your account of Investor Education and Protection Fund
Company. Authority (IEPF Account).
The appointment of M/s R. Nanabhoy & Co., Cost Accordingly, 1322 shares of your Company belonging
Accountants, Mumbai as the Cost Auditors of your to 28 Shareholders would be due for transfer to IEPF
Company is within the prescribed limits of the Account on May 31, 2017. Your Company has sent
Companies Act, 2013 and free from any disqualifications individual notices to all the aforesaid 28 shareholders
specified thereunder. Your Company has received the of your Company and has also published the notice in
Certificate from the Cost an Auditors confirming their the leading English and Marathi newspaper. The details
independence and relationship on arm’s length basis. of the aforesaid 28 shareholders are available on the
website of your Company viz., www.jyothylaboratories.
The Cost Audit Report for the financial year ended
com.
31st March 2016, issued by M/s R. Nanabhoy & Co.,
Cost Auditors, in respect of the various products Further, pursuant to the provisions of Section 124(5) of
prescribed under Cost Audit Rules does not contain the Companies Act, 2013, the dividend which remained
any qualification, reservation or adverse remark and the unclaimed/ unpaid for a period of seven years from
same was filed with the Ministry of Corporate Affairs the date of transfer to unpaid dividend account is
on September 9, 2016. The Cost Audit Report for the required to be transferred to the Investor Education
financial year ended March 31, 2017 is being submitted and Protection Fund (IEPF) established by the Central
shortly. Government.
As a result, the unclaimed/ unpaid dividend for the year
Secretarial Auditors and their Report
2008-09 which remained unpaid and unclaimed for a
In terms of Section 204 of the Companies Act, 2013, the period of 7 years has already been transferred by your
Board had appointed M/s Rathi & Associates, Company Company to the IEPF.
Secretaries, Mumbai as the Secretarial Auditors of
your Company to carry out Secretarial Audit for the Your Company has uploaded the details of unclaimed/
financial year 2016-17. The report of the Secretarial unpaid dividend for the financial year 2009-10 onwards
Auditors in the prescribed form MR-3 is appended as on its website viz., www.jyothylaboratories.com and
annexure to this report. The report does not contain on website of the Ministry of Corporate Affairs viz.,
any qualification, reservation or adverse remark which www.mca.gov.in and the same gets revised/ updated
calls for any explanation from the Board of Directors. from time to time pursuant to the provisions of IEPF
(Uploading of Information Regarding Unpaid and
Your Board has decided to appoint M/s Rathi & Unclaimed Amount Lying with Companies) Rules, 2012.
Associates, Company Secretaries, Mumbai as the
Secretarial Auditors of your Company for the financial Further, the unpaid dividend amount pertaining to the
year 2017-18, based on the recommendations of the financial year 2009-10 will be transferred to IEPF during
Audit Committee. the Financial Year 2017-18.
Sd/-
M. P. Ramachandran
Chairman & Managing Director
(DIN: 00553406)
Mumbai, May 18, 2017
FORM AOC - I
STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES /
ASSOCIATES / JOINT VENTURES.
(Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the
Companies (Accounts) Rules, 2014)
# Snoways Laundrers and Drycleaners Pvt. Limited and Four Seasons Dry-Cleaning Co. Pvt. Limited are
subsidiaries of Jyothy Fabricare Services Limited.
Notes:
1. None of the subsidiaries of your Company are yet to commence operations.
2. None of the subsidiaries have been liquidated or sold during the year under review. However, during the
financial year 2016-17, Jyothy Consumer Products Marketing Limited, Wholly Owned Subsidiary of your
Company amalgamated with your Company with appointed date as April 1, 2016, vide Order of the Mumbai
Bench of Hon’ble National Company Law Tribunal dated March 1, 2017.
Sd/- Sd/-
M.P. Ramachandran K. Ullas Kamath
Chairman and Managing Director Joint Managing Director and Chief Financial Officer
DIN: 00553406 DIN: 00506681
Sd/-
Shreyas Trivedi
Head – Legal & Company Secretary
Membership No.: A12739
Place: Mumbai
May 18, 2017
FORM AOC - 2
PARTICULARS OF CONTRACTS/ ARRANGEMENTS MADE WITH RELATED PARTIES
[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014]
Sd/-
M.P. Ramachandran
Chairman and Managing Director
DIN: 00553406
Place: Mumbai
May 18, 2017
6. In case the Company has failed to spend the two percent of the average net profit of the latest Financial Years
or any part thereof the Company shall provide the reason for not spending the amount in its Board report:
The Company was required to spend H294.10 lacs (2% of the average net profits of last three financial years)
on CSR activities during the financial year 2016-17. Accordingly, the Company has spent H238.37 Lakhs on CSR
activities during the Financial year 2016-17 and the balance amount of H55.73 lacs will be spent during the
Financial Year 2017-18 towards skill development etc.
An expenditure of H6.06 Lacs which stood committed from the previous financial year towards housing in
Adivasi Area of Trichur District was spent for the same purpose in the financial year 2016-17.
7. The Chairman of the CSR committee has given a responsibility statement on behalf of the CSR Committee
that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of the
Company.
Sd/-
M.P. Ramachandran
Chairman and Managing Director
and Chairman- CSR Committee
DIN: 00553406
Place: Mumbai
May 18, 2017
Particulars (H in Crore)
Loans given -
Guarantee given* 56.96
Investments (Current & Non-Current) 154.21
* Corporate guarantee given H66.12 Crores & financial exposure H56.96 Crores
Note: No fresh loan, guarantee and investment was made during the financial year 2016-17.
Sd/-
M.P. Ramachandran
Chairman and Managing Director
DIN: 00553406
Place: Mumbai
May 18, 2017
To
The Members
JYOTHY LABORATORIES LIMITED
Ujala House, Ram Krishna Mandir Road,
Kondivita, Andheri (East),
Mumbai – 400 059
We have conducted the secretarial audit of the (iii) The Depositories Act, 1996 and the Regulations
compliance of applicable statutory provisions and the and Bye-laws framed there under;
adherence to good corporate governance practice
(iv) The following Regulations and Guidelines
by Jyothy Laboratories Limited (hereinafter called
prescribed under the Securities and Exchange
“the Company”). Secretarial Audit was conducted
Board of India Act, 1992 ('SEBI Act'):-
in a manner that provided us a reasonable basis
for evaluating the corporate conduct / statutory i. The Securities and Exchange Board of
compliances and expressing our opinion thereon. India (Prohibition of Insider Trading)
Regulations, 2015;
Based on our verification of the Company’s Books,
Papers, Minutes Books, Forms and Returns filed and ii. The Securities and Exchange Board of
other records maintained by the Company and also India (Share Based Employee Benefits)
the information provided by the Company, its officers, Regulations, 2014;
agents and authorized representatives during the
iii. The Securities and Exchange Board of
conduct of secretarial audit, we hereby report that in
India (Substantial Acquisition of Shares and
our opinion, the Company has, during the audit period
Takeovers) Regulations, 2011;
covering the financial year ended 31st March, 2017,
complied with the statutory provisions listed hereunder iv. The Securities and Exchange Board of
and also that the Company has proper Board processes India (Issue and Listing of Debt Securities)
and compliance mechanism in place to the extent, Regulations, 2008;
in the manner and subject to the reporting made v. The Securities and Exchange Board of
hereinafter: India (Listing Obligations and Disclosure
1. We have examined the books, papers, minute Requirements) Regulations, 2015
books, forms and returns filed and other records 2. Provisions of the following Regulations and
maintained by Jyothy Laboratories Limited ("the Guidelines prescribed under the Securities and
Company") as given in Annexure I, for the financial Exchange Board of India Act, 1992 ('SEBI Act') were
year ended on 31st March, 2017, according to the not applicable to the Company under the financial
provisions of: year under report:-
(i) The Companies Act, 2013 (the Act) and the rules i. The Securities and Exchange Board of India
made there under to the extent applicable; (Delisting of Equity Shares) Regulations, 2009;
(ii) The Securities Contracts (Regulation) Act, 1956 ii. The Securities and Exchange Board of India
(‘SCRA') and the rules made there under; (Buyback of Securities) Regulations, 1998;
iii. The Securities and Exchange Board of India During the financial year under report, the Company
(Registrars to an Issue and Share Transfer has complied with the provisions of the Act, Rules,
Agents) Regulations, 1993, regarding the Regulations, Guidelines, Standards, etc. mentioned
Companies Act and dealing with client; and above.
iv. The Securities and Exchange Board of India
We further report that:
(Issue of Capital and Disclosure Requirements)
Regulations, 2009. The Board of Directors of the Company is duly
constituted with proper balance of Executive Directors,
3. Provisions of the Foreign Exchange Management Non-Executive Directors and Independent Directors.
Act, 1999 and the rules and regulations made The changes in the composition of the Board of
thereunder pertaining to Foreign Direct Investment, Directors that took place during the period under review
Overseas Direct Investment and External were carried out in compliance with the provisions of
Commercial Borrowings were not applicable to the the Act.
Company under the financial year under report.
Adequate notice is given to all directors to schedule the
4. We further report that, having regard to the Board Meetings, agenda and detailed notes on agenda
compliance system prevailing in the Company were sent at least seven days in advance, and a system
and on examination of the relevant documents exists for seeking and obtaining further information and
and records in pursuance thereof, on test-check clarifications on the agenda items before the meeting
basis, the Company has complied with other Acts, and for meaningful participation at the meeting.
Laws and Regulations applicable specifically to the
Company as mentioned hereunder: None of the members have communicated dissenting
views, in the matters / agenda proposed from time to
i. Legal Metrology Act, 2009 time for consideration of the Board and its Committees
ii. Legal Metrology (Packaged commodities) thereof, during the year under the report, hence were
Rules, 2011 not required to be captured and recorded as part of the
minutes.
iii. Environment [Protection] Act, 1986
We further report that there are adequate systems and
iv. Hazardous Wastes [Management And processes in the Company commensurate with the size
Handling] Rules, 1989 and operations of the Company to monitor and ensure
v. Insecticides Act, 1968 compliance with applicable laws, rules, regulations and
guidelines.
vi. Drugs and Cosmetics Act, 1940
We further report that during the year under report,
We have also examined compliance with the applicable following events/actions occured which had a major
clauses of the Secretarial Standards issued by The bearing on the Company's affairs in pursuance of the
Institute of Company Secretaries of India under the above referred laws, rules, regulations, guidelines,
provisions of the Companies Act, 2013. standards, etc. referred to above.
HIMANSHU S. KAMDAR
PARTNER
Date: 18 May, 2017 FCS No. 5171
Place: Mumbai C.P. No. 3030
ANNEXURE – I
List of documents verified
1. Memorandum and Articles of Association of the are interested (Form No. MBP-4), and
Company. - Register of loans, guarantees and security and
2. Annual Report for the financial year ended 31st acquisition made by the Company (Form No.
March, 2016. MBP-2),
3. Minutes of the meetings of the Board of Directors, 9. Copies of Notice, Agenda and Notes to Agenda
Audit Committee, Nomination, Remuneration and submitted to all the directors / members for the
Compensation Committee, Securities Transfer Board Meetings and Committee Meetings as well
Committee, Stakeholders’ Relationship Committee, as resolutions passed by circulation;
ESOP Allotment Committee and Corporate Social 10. Documents related to Postal Ballot;
Responsibility Committee along with the respective
Attendance Registers held during the financial year 11. Declarations received from the Directors of the
under report. Company pursuant to the provisions of Section
184(1), Section 164(2) and Section 149(7) of the
4. Minutes of General Body Meetings held during the Companies Act, 2013.
financial year under report.
12. Intimations received from directors under the
5. Proof of circulation & Delivery of notice for Board prohibition of Insider Trading Code.
meetings and Committee Meetings.
13. E-Forms filed by the Company, from time to time,
6. Proof of circulation of draft Board and Committee under applicable provisions of the Companies Act,
meetings minutes as per Secretarial Standards. 2013 and attachments thereof during the financial
7. Policies framed by the Company: year under report.
Our report of even date is to be read along with this Accounts of the company.
letter.
4. Where ever required, we have obtained the
1. Maintenance of Secretarial record is the Management representation about the compliance
responsibility of the management of the Company. of laws, rules and regulations and happening of
Our responsibility is to express an opinion on these events etc.
secretarial records based on our audit.
5. The compliance of the provisions of Corporate
2. We have followed the audit practices and and other applicable laws, rules, regulations,
processes as were appropriate to obtain reasonable standards is the responsibility of management.
assurance about the correctness of the contents Our examination was limited to the verification of
of the Secretarial records. The verification was procedures on test basis.
done on test basis to ensure that correct facts are
6. The Secretarial Audit report is neither an assurance
reflected in secretarial records. We believe that the
as to the future viability of the company nor
processes and practices, we followed provide a
of the efficacy or effectiveness with which the
reasonable basis for our opinion.
management has conducted the affairs of the
3. We have not verified the correctness and company.
appropriateness of financial records and Books of
HIMANSHU S. KAMDAR
PARTNER
Date: 18 May, 2017 FCS No. 5171
Place: Mumbai C.P. No. 3030
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total
Equity)
i) Category-wise Share Holding
Category of Shareholders No. of Shares held at the beginning No. of Shares held at the end % Change
of the year i.e. as on 01/04/2016 of the year i.e. as on 31/03/2017 during the
Demat Physical Total % of Total Demat Physical Total % of Total year
Shares Shares
A. Promoters
(1) Indian
a) Individual/ HUF 10,58,81,401 - 10,58,81,401 58.46 10,43,58,847 - 10,43,58,847 57.44 -1.02
b) Central Government - - - - - - - - -
c) State Government (s). - - - - - - - - -
d) Bodies Corporate 1,50,00,000 - 1,50,00,000 8.28 1,50,00,000 - 1,50,00,000 8.26 -0.02
e) Banks / Financial - - - - - - - - -
Institutions
f) Any Other….
Trust - - - - 21,75,000 - 21,75,000 1.20 1.20
Sub-total (A) (1):- 12,08,81,401 - 12,08,81,401 66.74 12,15,33,847 - 12,15,33,847 66.89 0.15
(2) Foreign
a) NRIs - Individuals - - - - - - - - -
b) Other – Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other…. - - - - - - - - -
Sub-total (A) (2):- - - - - - - - - -
Total shareholding of 12,08,81,401 - 12,08,81,401 66.74 12,15,33,847 - 12,15,33,847 66.89 0.15
Promoters (A) = (A)(1)+(A)
(2)
Category of Shareholders No. of Shares held at the beginning No. of Shares held at the end % Change
of the year i.e. as on 01/04/2016 of the year i.e. as on 31/03/2017 during the
Demat Physical Total % of Total Demat Physical Total % of Total year
Shares Shares
B. Public Shareholding
1. Institutions
a) Mutual Funds 1,08,28,275 550 1,08,28,825 5.98 1,12,44,542 550 1,12,45,092 6.19 0.21
b) Banks / Financial 9,378 1,866 11,244 0.01 11,090 1,866 12,956 0.01 -
Institutions
c) Central Government - - - - - - - - -
d) State Government (s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies 60,73,329 - 60,73,329 3.35 61,85,679 - 61,85,679 3.40 0.05
g) Foreign Institutional 1,55,73,147 - 1,55,73,147 8.60 11,74,936 - 11,74,936 0.65 -7.95
Investors
h) Foreign Venture - - - - - - - - -
Capital Funds
i) Others (specify)
Foreign Portfolio Investor 1,06,10,345 - 1,06,10,345 5.86 2,31,15,598 - 2,31,15,598 12.72 6.86
(Corporate)
Sub-total (B)(1):- 4,30,94,474 2,416 4,30,96,890 23.79 4,17,31,845 2,416 4,17,34,261 22.97 -0.82
2. Non-Institutions
a) Bodies Corporate
i) Indian 60,24,878 3,207 60,28,085 3.33 56,03,837 3,207 56,07,044 3.09 -0.24
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders 91,18,413 8,31,272 99,49,685 5.49 1,02,72,942 8,13,526 1,10,86,468 6.10 0.61
holding nominal share
capital upto H1 lakh
ii) Individual shareholders 1,50,681 0 1,50,681 0.08 1,59,130 0 1,59,130 0.09 0.01
holding nominal share
capital in excess of H1 lakh
c) Others (specify)
1. Clearing Members 1,66,397 - 1,66,397 0.09 5,60,814 - 5,60,814 0.31 0.22
2.. Non-Resident 3,30,923 5,801 3,36,724 0.19 3,61,684 5,726 3,67,410 0.20 0.01
Individuals (Repatriable)
3. Non-Resident 93,351 - 93,351 0.05 1,15,972 - 1,15,972 0.06 0.01
Individuals (Non-
Repatriable)
4. Trusts 90,721 - 90,721 0.05 2,00,946 - 2,00,946 0.11 0.06
5. Foreign Nationals - - - - 1,586 - 1,586 0.00 -
6. Hindu Undivided Family 3,25,745 - 3,25,745 0.18 3,16,246 - 3,16,246 0.17 -0.01
Sub-total (B)(2):- 1,63,01,109 8,40,280 1,71,41,389 9.47 1,75,93,157 8,22,459 1,84,15,616 10.14 0.67
Total Public Shareholding 5,93,95,583 8,42,696 6,02,38,279 33.26 5,93,25,002 8,24,875 6,01,49,877 33.11 -0.15
(B)=(B)(1)+ (B)(2)
C. Shares held by - - - - - - - - -
Custodian for GDRs &
ADRs
Grand Total (A+B+C) 18,02,76,984 8,42,696 18,11,19,680 100 18,08,58,849 8,24,875 18,16,83,724 100
Note: Except for the above there is no change in the shareholding of the Promoter/ Promoters Group. However,
there is change in the percentage shareholding of other Promoters due to the increase in Paid Up Share Capital of
your Company during the Financial Year 2016-17 consequent to the shares allotted by your Company to its eligible
employees under the approved ESOP Schemes.
#Jaya Trust became part of Promoter’s Group w.e.f. September 22, 2016.
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and
ADRs):
Sl. Shareholders Name Shareholding Date Increase / Reason Cumulative Shareholding
No. Decrease in during the year (01-04-16
Shareholding to 31-03-17)
No. of shares at % of total No. of shares % of total
the beginning of shares of the shares of the
the year (01-04- company company
16)/End of the
year 31-03-17)
1 ICICI PRUDENTIAL 58,38,347 3.22 01/04/2016
LIFE INSURANCE 13/05/2016 60,755 Transfer 58,99,102 3.26
COMPANY LTD
20/05/2016 3,10,637 Transfer 62,09,739 3.43
10/06/2016 47,869 Transfer 62,57,608 3.45
15/07/2016 -8,248 Transfer 62,49,360 3.45
19/08/2016 -4,10 Transfer 62,48,950 3.45
26/08/2016 -5,900 Transfer 62,43,050 3.45
02/09/2016 -2,689 Transfer 62,40,361 3.45
09/09/2016 -1,830 Transfer 62,38,531 3.44
16/09/2016 -1,830 Transfer 62,36,701 3.43
30/09/2016 -9,15 Transfer 62,35,786 3.43
07/10/2016 -1,830 Transfer 62,33,956 3.43
21/10/2016 -1,032 Transfer 62,32,924 3.43
04/11/2016 -1,032 Transfer 62,31,892 3.43
11/11/2016 -516 Transfer 62,31,376 3.43
25/11/2016 -1,00,631 Transfer 61,30,745 3.38
02/12/2016 -30,539 Transfer 61,00,206 3.36
09/12/2016 -53,204 Transfer 60,47,002 3.33
16/12/2016 -732 Transfer 60,46,270 3.33
13/01/2017 -69,491 Transfer 59,76,779 3.29
27/01/2017 -1,06,724 Transfer 58,70,055 3.23
03/02/2017 1,06,907 Transfer 59,76,962 3.29
10/02/2017 -18,107 Transfer 59,58,855 3.28
17/02/2017 -11,02,482 Transfer 48,56,373 2.67
24/02/2017 10,72,953 Transfer 59,29,326 3.26
03/03/2017 20,990 Transfer 59,50,316 3.28
10/03/2017 57 Transfer 59,50,373 3.28
17/03/2017 -19,933 Transfer 59,30,440 3.26
24/03/2017 20,187 Transfer 59,50,627 3.28
31/03/2017 70 Transfer 59,50,697 3.28
59,50,627 3.28 31/03/2017 59,50,697 3.28
2 PRAZIM TRADING 0 0.00 01/04/2016
AND INVESTMENT 30/12/2016 83,511 Transfer 83,511 0.05
CO. PVT. LTD.
24/03/2017 48,24,536 Transfer 49,08,047 2.70
31/03/2017 -5,19,092 Transfer 43,88,955 2.42
43,88,955 2.42 31/03/2017 43,88,955 2.42
3 FIDELITY 35,01,337 1.93 01/04/2017
INVESTMENT TRUST 25/11/2016 60,000 Transfer 35,61,337 1.96
- FIDELITY SERIES
INTERNATIONAL 02/12/2016 18,259 Transfer 35,79,596 1.97
SMALL CAP FUND 09/12/2016 31,741 Transfer 36,11,337 1.99
36,11,337 1.99 31/03/2017 36,11,337 1.99
* Mr. K. Ullas Kamath is also holding position of Chief Financial Officer of your Company.
# Mr. S. Raghunandan relinquished the office of Whole Time Director and Chief Executive Officer w.e.f. May 23,
2016.
% Mr. Bipin Shah resigned from the office of Independent Director w.e.f. August 11, 2016.
$ Mr. M. L. Bansal relinquished the office of Company Secretary w.e.f. May 23, 2016.
& Mr. Shreyas Trivedi was appointed as Company Secretary w.e.f. May 23, 2016.
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/ accrued but not due for payment
(Amt. in H)
Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
deposits
Indebtedness at the beginning of the
financial year as on 01/04/2016
i) Principal Amount 4,00,00,00,000 - - 4,00,00,00,000
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 1,12,94,11,166 - - 1,12,94,11,166
Total (i+ii+iii) 5,12,94,11,166 - - 5,12,94,11,166
Change in Indebtedness during the financial year
• Addition (Includes only Principal) 4,50,00,00,000 8,59,19,04,000 - 13,09,19,04,000
• Reduction (Includes only Principal) (4,50,00,00,000) (8,10,00,00,000) - (12,60,00,00,000)
Net Change - 49,19,04,000 - 49,19,04,000
Indebtedness at the end of the financial year
as on 31/03/2017
i) Principal Amount 4,00,00,00,000 49,19,04,000 - 4,49,19,04,000
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 9,28,13,370 - - 9,28,13,370
Total (i+ii+iii) 4,09,28,13,370 49,19,04,000 - 4,58,47,17,370
*Mr. S. Raghunandan relinquished the office of Whole Time Director and Chief Executive Officer of your Company w.e.f. May 23,
2016 and the particulars of remuneration specified above except stock options are for the period April 1, 2016 upto May 23, 2016.
1 Gross salary
(a) Salary as per provisions contained in - 8,70,000 55,09,241 - 63,79,241
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax - 22,243 - - 22,243
Act, 1961
(c) Profits in lieu of salary under section 17(3) - - - -
Income-tax Act, 1961
2 Stock Option - - - - -
3 Sweat Equity - - - - -
4 Commission
- as % of profit - - - - -
- others, specify… - - - - -
5 Others, please specify
Provident Fund - 90,000 3,29,032 - 4,19,032
Superannuation - - - - -
Total (A) - 9,82,243 58,38,273 - 68,20,516
*Mr. S. Raghunandan, Whole Time Director held the position of CEO upto May 23, 2016 and thereafter Mr. M. P. Ramachandran holds that
position and Mr. K. Ullas Kamath, Joint Managing Director holds the position of CFO and the details of remuneration paid to them are
provided in VI (A) above.
# The Remuneration paid to Mr. M. L. Bansal is for the period April 1, 2016 upto May 23, 2016 and to Mr. Shreyas Trivedi is for the period
from May 23, 2016 upto March 31, 2017.
Sd/-
M.P. Ramachandran
Chairman and Managing Director
DIN: 00553406
Place: Mumbai
May 18, 2017
PARTICULARS OF EMPLOYEES
STATEMENT OF PARTICULARS OF TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN PURSUANT TO
PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ( AS AMENDED TILL DATE)
A. Employed throughout the Financial Year 2016-17 with an aggregate salary not less than H1,02,00,000/- per
annum:
Name Age Qualification Designation Date of Com- Experience Total Gross Previous
mencement of (years) Remuneration Employment
employment
M.P.RAMACHANDRAN 71 Postgraduate Degree in Chairman and 15-01-1992 42 years 4,21,03,511 Proprietor
Financial Management Managing Director – Jyothy
Laboratories
K.ULLAS KAMATH 54 M.Com., F.C.A., A.C.S., Joint Managing 26-03-1997 31 years 6,26,47,353 Practicing
L.L.B., A.M.P. – Wharton Director and Chief Chartered
Business School and Financial Officer Accountant
Harward Business School,
U.S.A
M.R.JYOTHY 39 Bcom, MBA, Family Whole Time 01-01-2004 13 years 1,32,80,400 -
Managed Business Director and Chief
administration from Marketing Officer
S.P.Jain Institute of
Management, Owner/
President Management
Programme from Harvard
University, USA
RAJNIKANT SABNAVIS 50 B.E. (Mech), MBA. Chief Operating 21-10-2013 26 years 3,83,79,287 Unilever /
Officer Regional
Category Vice
President (Hair
Care - South
Asia)
NEETU KASHIRAMKA 43 B. Com, CA. VP - Finance 21-11-2000 19.5 years 1,24,64,154 Kewal Kiran
& Co- Asst.
Manager-
Accounts
S SOMASUNDARAM 47 B. Sc. VP - Supply 17-08-2012 21.7 years 1,03,57,843 Kumar Organic
Sourcing & Product Limited
Manufacturing - Vice President
Operation
VENKITACHALAM IYER 55 B. Com Head - Corporate 07-12-1999 17.8 years 1,07,04,928 Henkel India
Sales Limited - Head
-Corporate Sales
A. Employed throughout the Financial Year 2016-17 with an aggregate salary not less than H1,02,00,000/- per
annum:
Note:
1. The aforesaid remuneration is inclusive of value of perquisites arising out of exercise of ESOP grants by respective employees.
2. All appointments are contractual and terminable by notice on either side.
3. None of the employees mentioned above is related to any director of the Company except Mr. M. P. Ramachandran and Ms. M. R. Jyothy, who
are related to each other.
4. None of the employee is drawing remuneration more than the remuneration drawn by managing director/ whole time director and is holding
by themselves or along with their spouse and dependent children, two percent or more of the equity shares of the Company.
(ii) In the financial year, there was an increase of 21.93 % in the median remuneration of employees;
(iii) There were 2,391 permanent employees on the rolls of Company as on March 31, 2017;
(iv) Average percentage increase made in the salaries of employees other than the managerial personnel in the
last financial year i.e. 2016-17 was 11.58 % whereas the managerial remuneration for the same financial year
increased by 58.23%.
(v) The key parameters for the variable component of remuneration availed by the directors are as per the
Remuneration Policy of the Company.
(vi) It is hereby affirmed that the remuneration paid is as per Remuneration Policy for Directors, Key Managerial
Personnel and other Employees.
i. Interim dividend, if any, shall be declared by the • In the event of loss or inadequacy of profit
Board. • Any other unforeseen circumstances having a
ii. Before declaring interim dividend, the Board shall bearing on the profits of the Company
consider the financial position of the Company
that allows the payment of such dividend. 8. Parameters to be adopted with regards to
various classes of shares:
iii. The payment of dividends shall be made within
Since the Company has issued only one class of equity
the statutorily prescribed period from the date
shares with equal voting rights, all Members of the
of declaration to the shareholders entitled to
Company are entitled to receive the same amount
receive the dividend on the record date, as per the
of dividend per share as per their shareholding in the
applicable laws.
Company. The Policy shall be suitably reviewed at the
iv. In case no final dividend is declared, interim dividend time of issue of any new class of shares depending
paid during the year, if any, will be regarded as final upon the nature and guidelines thereof.
dividend in the Annual General Meeting.
9. Modification of the Policy:
6. Utilisation of retained earnings: The Board is authorised to review/ change/amend this
Subject to applicable regulations, the Company’s policy from time to time at its sole discretion and/or in
retained earnings shall be applied for: pursuance of any amendments made in the Companies
Act, 2013, the Regulations, etc.
• Funding inorganic and organic growth needs
including working capital, capital expenditure,
10. Disclaimer:
repayment of debt, etc. where the cost of debt/
capital is high This document does not solicit investments in the
Company’s securities, nor is it an assurance of
• Buyback of shares subject to applicable limits
guaranteed returns (in any form), for investments in the
• Payment of Dividend in future years Company’s equity shares.
• Issue of Bonus shares
Section D: BR Information
1. Details of Director / Directors responsible for BR
a) Details of the Director / Directors responsible for the implementation of the BR policy / policies
DIN 00506681
Name Mr. K. Ullas Kamath
Designation Joint Managing Director and Chief Financial Officer
b) Details of the BR head:
Name Mr. K. Ullas Kamath
Designation Joint Managing Director and Chief Financial Officer
Telephone No. 022-66892800
E-mail ID [email protected]
Principle 1 P1 Businesses should conduct and govern themselves with Ethics, Transparency and
Accountability
Principle 2 P2 Businesses should provide goods and services that are safe and contribute to sustainability
throughout their life cycle
Principle 3 P3 Businesses should promote the wellbeing of all employees
Principle 4 P4 Businesses should respect the interests of and be responsive towards all stakeholders,
especially those who are disadvantaged, vulnerable and marginalised
Principle 5 P5 Businesses should respect and promote human rights
Principle 6 P6 Businesses should respect, protect and make efforts to restore the environment
Principle 7 P7 Businesses, when engaged in influencing public and regulatory policy, should do so in a
responsible manner
Principle 8 P8 Businesses should support inclusive growth and equitable development
Principle 9 P9 Businesses should engage with and provide value to their customers and consumers in a
responsible manner
P1 P2 P3 P4 P5 P6 P7 P8 P9
1. Do you have a policy/ policies for. Y Y Y Y Y Y Y Y Y
2. Has the policy been formulated Y Y Y Y Y Y Y Y Y
in consultation with the relevant
stakeholders?[1]
3. Does the policy conform to national The policies conform to the nine principles of National Voluntary
/ international standards? If yes, Guidelines (NVGs) for Business Responsibility Report
specify? (50 words)
4. Has the policy been approved by the Y Y Y Y Y Y Y Y Y
Board? If yes, has it been signed by the
MD / Owner / CEO appropriate Board
Director? [2]
5. Does the Company have a specified Y Y Y Y Y Y Y Y Y
committee of the Board/ Director /
Official to oversee the implementation
of the policy? [3]
6. Indicate the link to view the policy Please refer Note 4 given below
online. [4]
7. Has the policy been formally Y Y Y Y Y Y Y Y Y
communicated to all relevant internal
and external stakeholders?
8. Does the Company have in-house Y Y Y Y Y Y Y Y Y
structure to implement its policy /
policies? [7]
9. Does the Company have a grievance Y Y Y Y Y Y Y Y Y
redressal mechanism related to
the policy / policies to address
stakeholders' grievances related to
the policy/ policies?
10. Has the Company carried out Y Y Y Y Y Y Y Y Y
independent audit/evaluation of the
working of this policy by an internal or
external agency?
(b) If answer to question at Sr. No. 1 against any principle, is ‘No’, please explain why? (Tick up to two options)
P1 P2 P3 P4 P5 P6 P7 P8 P9
1. The Company has not understood the
Principles
2. The Company is not at a stage where
it finds itself in a position to formulate
and implement the policies on specified
Principles
ble
3. The Company does not have financial lica
pp
or manpower resources available for the tA
No
task
4. It is planned to be done within next six
months
5. It is planned to be done within next one
year
6. Any other reason (please specify)
3. Governance related to BR
1. Indicate the frequency with which the The Chairman & Managing Director and / or Joint Managing
Board of Directors, Committee of the Board Director shall assess the BR performance of the Company
or the CEO assess the BR performance on an annual basis.
of the Company. Within 3 months, 3-6
months, annually, more than 1 year
2. Does the Company publish a BR or a The requirements of Business Responsibility reporting have
Sustainability Report? What is the hyperlink become applicable to the Company from April 1, 2016.
for viewing the report? How frequently it is Accordingly, the first Business Responsibility Report will be
published? for the FY 2016-17 and the same shall be published on a
yearly basis from FY 2017-18 onwards. The link for Business
Responsibility Report is http://www.jyothylaboratories.com.
1. Does the policy relating to ethics, bribery The Policy relating to Ethics, Transparency and Accountability
and corruption cover only the Company? at present covers the Company only. The policy includes
Yes / No. Does it extend to the Group / a Code of Conduct prescribed by the Company for all its
Joint Ventures / Suppliers / Contractors / employees including the Directors. The policy does not
NGOs / Others? extend to the Group/ Joint Venture/ Suppliers, etc. However,
the Company encourages parties associated with its value
chain like vendors, suppliers, contractors, etc. to follow the
principles envisaged in the policy.
2. How many stakeholder complaints were During the financial year 2016-17, no stakeholder complaints
received in the past financial year and what were received.
percentage was satisfactorily resolved by
the management? If so, provide details
thereof in about 50 words or so.
1. List three of your products or services Exo Dish Wash Bar / Round
whose design has incorporated social or Exo Dish Wash Bar is an anti-bacterial dish wash that offers
environmental concerns, risks and / or ultra-clean dish-washing and superior hygiene. First in its
opportunities category, Exo Dish Wash Bar is a pioneering product that
incorporates ‘Cyclozan’, a highly active anti-bacterial agent
often used in toothpastes, and hence safe, however tough
against germs that cause food poisoning.
Exo Dish Wash Round, the unique round shape of the bar has
clear advantage over the traditional rectangular bars available
in the market. Given its round shape, the bar is used in its
entirety and ensures zero wastage. Add to that, the innovative
Anti-Sogg formula that prevents excessive melting of the bar
when in contact with water, which makes the Exo Dish Wash
Round a great value for money choice.
Henko LINTelligent Detergent Powder
The powder is pink in colour, while the texture is soft and
smooth with a fine perfume scent that gives you a whole new
washing experience while giving one’s clothes a new look and
protecting it from ageing. Henko with a LINT Reduction Power
of 127% is a result of intensive research specially designed to
not just clean and remove stains, but its unique Nano Fibre
Lock Technology locks fraying fibres and conditions them to
keep the colour and sheen intact. Henko is available in a Matic
variant for Top Load and Front Load washing machines as well
as a bucket wash variant called Wonder Wash.
1. Does the policy of the Company on human The Company values and respects the human rights and shall
rights cover only the Company or extend always remain committed for its protection. The Company’s
to the Group / Joint Ventures / Suppliers / Code of Business Conduct, policy on sexual harassment at
Contractors / NGOs / Others? workplace and the human resource practices cover most of
these aspects. The Company encourages all its contractors,
group companies, joint ventures and suppliers to adopt good
practices in this regard.
2. How many stakeholder complaints were No stakeholder complaint pertaining to human rights was
received in the past financial year and what received in FY 2016-17.
percent was satisfactorily resolved by the
Management?
1. Does the policy related to Principle 6 cover The Company has high regards for Environmental Sustainability
only the Company or extends to the Group and it strives hard for preservation of the environment by
/ Joint Ventures / Suppliers / Contractors / striking a balance between economic growth and ecology.
NGOs / Others? The Company’s plants have state-of-the-art facilities and six
of its plants are ISO 9001-2015 certified. The Subsidiaries, Joint
ventures and other third party/ vendors are encouraged to
adopt the similar practices that are followed by the Company.
2. Does the Company have strategies / The Company undertakes various initiatives for environmental
initiatives to address global environmental protection, safety and health of both the employees and other
issues, such as climate change, global living beings in the vicinity. The Company tries to address the
warming, and others? If yes, please give global environmental issues, such as climate change, global
hyperlink for webpage etc. warming, etc. by installing various RO and other effluent
treatment plants and ambient air monitoring system at its
plants situated at various locations. The Company frames a
plant layout with an emphasis on Environment, Safety and
Health concerns. The Company has adopted an initiative
called greenery on earth under which various trees are planted
at the plant locations to tackle with the issue of carbon
footprint. The Company also celebrates World Environment
Day, Safety Week and Health Day and various new initiatives
are undertaken on these occasions.
3. Does the Company identify and assess Yes. The Company has a Risk Management mechanism in place
potential environmental risks? Y / N to identify and assess existing and potential environmental
risks across its operations.
4. Project(s) related to Clean Development Currently, the Company is not undertaking any project related
Mechanism to Clean Development Mechanism.
5. Has the Company undertaken any other Yes, the Company has taken multiple initiatives towards energy
initiatives on clean technology, energy efficiency and use of renewable energy at its site. The Company
efficiency, renewable energy and so on? If has adopted a robust waste management system which
yes, please give hyperlink to web page and ensures reduction of waste by minimizing waste at source
others. and recycle waste materials. Other initiatives of the Company
include installation of RO and other effluent treatment plants
and ambient air monitoring system, replacement of tube light
with LED and plantation of trees at various plant locations.
6. Are the emissions / waste generated by Emissions / wastes generated by the Company are within
the Company within the permissible limits permissible limits. The Company regularly submits reports on
given by CPCB / SPCB for the financial year emission levels to CPCB/SPCB.
being reported?
7. Number of show cause / legal notices The Company has not received any show cause / legal notices
received from CPCB / SPCB, which are from CPCB / SPCB in FY 2016-17 and hence question of
pending (i.e. not resolved to satisfaction) as pendency does not arise.
on the end of the financial year.
1. Does the Company represent in any The Company is inter alia a member of the following business
trade and chambers/ association? If yes, associations:
name only those major ones that the - Federation of Indian Chambers of Commerce and
Company deals with Industry (FICCI)
- Confederation of Indian Industry (CII)
- Basic Chemicals, Cosmetics & Dyes Export Promotion
Council (CHEMEXCIL)
- The Advertising Standards Council of India (ASCI)
- Home Insect Control Association (HICA)
2. Has the Company advocated / lobbied The Company takes note of the public policies that maximize
through the above associations for the the ability of individuals and companies to innovate, increase
advancement or improvement of public job creation, benefit the daily lives of people and strengthen
good? If yes, specify the broad areas the country’s economy.
1. Does the Company have specified Yes, the Company considers social development as an
programmes / initiatives / projects in pursuit important aspect of its operations. It has aligned its thrust areas
of the policy related to Principle 8? If yes, in line with the requirements of Schedule VII to the Companies
provide details thereof Act, 2013. To oversee implementation of various initiatives,
the Company has formed a Board Level Committee called
Corporate Social Responsibility Committee. The Company
has adopted a policy on Corporate Social Responsibility to
streamline its efforts towards Corporate Social Responsibility
and support inclusive growth and equitable development.
2. Are the programmes / projects undertaken The projects are mostly undertaken through in-house teams
through in-house team / own foundation and occasionally in co-ordination with external agencies like
/ external NGO / government structures / NGOs and Trusts.
any other organisation?
3. Has the Company done any impact Impact assessment is conducted on regular basis and
assessment for its initiative? is reviewed from time to time. Based on these impact
assessments, the Company decides upon appropriate
intervention required to be undertaken.
4. What is the Company's direct contribution The Company has spent an amount of H238.37 Lacs in various
to community development projects CSR activities during the financial year 2016-17. The details of
(Amount in INR and the details of the the amount incurred and areas covered are given in the report
projects undertaken)? on Corporate Social Responsibility annexed to and forming
part of the Directors’ Report.
1. What percentage of customer complaints / The Company believes in providing a high quality product to its
consumer cases is pending, as on the end customers at an affordable price after taking into consideration
of the financial year? the needs of the customers. The Company has in place an
established feedback system to deal with the customers’
feedback and complaints. All the customers’ concerns are
taken up and resolved immediately to the satisfaction of the
customers. As on the end of financial year 2016-17, there were
no complaints remaining unresolved.
2. Does the Company display product The Company displays all the information on the product label
information on the product label, over as mandated by the regulations to ensure full compliance
and above what is mandated as per local with relevant laws and other additional information as well, if
laws? Yes / No / N.A. / Remarks (additional available on case to case basis.
information)
3. Cases filed by any stakeholder against the The Company never indulges in any anti-competitive behavior
Company regarding unfair trade practices, and understands that consumers are the most important
irresponsible advertising and / or anti- stakeholder for the Company. There are no cases filed against
competitive behaviour during the last five the Company in relation to unfair trade practices, irresponsible
years and pending as on the end of the advertising and / or anti-competitive behaviour during the last
financial year. If yes, provide details thereof, five years and pending as on end of financial year 2016-17.
in about 50 words or so
4. Did the Company carry out any consumer The Company values its customer’s voice, and has actively
survey / consumer satisfaction trends? engaged external independent agencies who carry out
Customer Satisfaction Survey for and on behalf of the
Company to assess the consumer satisfaction levels for its
products and consumer trends.
Name of the Director Category/ Designation Directors’ Relationship with other Number of Attendance
Identification Directors Board Meetings at the Last
Number attended in FY Annual General
2016-17 Meeting
Mr. M. P. Ramachandran Promoter/ Chairman & 00553406 Father of 6 Yes
Managing Director Ms. M. R. Jyothy
Mr. K. Ullas Kamath Joint Managing Director & 00506681 None 5 Yes
Chief Financial Officer
Mr. S. Raghunandan# Whole Time Director & 02263845 None 1 No
Chief Executive Officer
Ms. M. R. Jyothy Whole Time Director & 00571828 Daughter of 6 Yes
Chief Marketing Officer Mr. M. P. Ramachandran
Mr. Nilesh B. Mehta Independent Director 00199071 None 6 Yes
Mr. K. P. Padmakumar Independent Director 00023176 None 3 No
Mr. Bipin R. Shah* Independent Director 00006094 None 2 Yes
Mr. R. Lakshminarayanan Independent Director 00238887 None 5 No
# Ceased to be a Whole Time Director and Chief Executive Officer w.e.f. May 23, 2016.
* Ceased to be an Independent Director w.e.f. August 11, 2016.
10. Valuation of undertakings or assets of the Company, Sr. Name of the Directors Category No. of
wherever it is necessary; No. Meetings
Attended
11. Evaluation of internal financial controls and risk
management systems; 1 Mr. Nilesh B. Mehta Independent 3
(Chairman) Director
12. Reviewing with the management, performance of
2 Mr. M. P. Ramachandran Chairman & 3
statutory and internal auditors, adequacy of the
Managing
internal control systems;
Director
13. Reviewing the adequacy of internal audit function, 3 Mr. K. P. Padmakumar Independent 2
if any, including the structure of the internal audit Director
department, staffing and seniority of the official 4 Mr. R. Independent 3
heading the department, reporting structure, Lakshminarayanan Director
coverage and frequency of internal audit;
14. Discussion with Internal Auditors of any significant Terms of Reference of Nomination, Remuneration
findings and follow up there on; and Compensation Committee
The role and terms of reference of the Committee are in
15. Reviewing the findings of any internal investigations
line with the provisions of Regulation 20 read with Part
by the Internal Auditors into matters where there
D of Schedule II of the Listing Regulations and section
is suspected fraud or irregularity or a failure of
178 of the Companies Act, 2013. The Committee is
internal control systems of a material nature and
empowered to do the following:
reporting the matter to the Board;
(1) To formulate criteria for determining qualifications,
16. Discussion with the Statutory Auditors before the
positive attributes and independence of a director
audit commences, about the nature and scope of
and recommend to the Board, a policy relating to
audit as well as post-audit discussion to ascertain
iii) The total score for an independent director will be b) The determination of remuneration for other
arrived at by adding the scores from all evaluators employees shall be governed by the HR Policy.
and dividing such total score by the number of
c) The proposal for the appointment of an Executive
evaluators.
Director/ Key Managerial Personnel shall provide
The Chairman will convey the result of the evaluation to necessary information in this regard which the
the concerned Independent Director. In case the total Board will consider in arriving at the conclusion as
score of an Independent Director is less than or equal to whether or not the remuneration offered to the
to 2, the Chairman shall convey to such Independent candidate is appropriate, reasonable and balanced
Director the reasons for the score mentioned by the as to the fixed and variable portions (including the
evaluator(s), and suggestions for improvements, if any. commission).
If an Independent Director gets score of less than or
d) The remuneration payable to the Executive
equal to 2 for his whole tenure (as provided under the
Directors, including the Commission and value of
provisions of the Companies Act, 2013), he shall not
the perquisites, shall not exceed the permissible
be eligible for re-appointment for a further term as
limits as are mentioned within the provisions of the
Director of your Company.
Companies Act, 2013.
The Performance Evaluation of Executive Directors
e) The Executive Directors shall not be eligible to
and Key Managerial Personnel shall be carried out by
receive sitting fees for attending the meetings of
the Independent Directors in the manner mentioned
the Board or committees thereof of the Company
above taking into account the performance against
and its subsidiary Companies.
the corporate goals and objectives on the basis of
performance parameter set for each Executive Director f) The Independent Directors shall not be eligible
and Key Managerial Personnel. to receive any remuneration/ salary from the
Company. However, the Non-Executive Directors
Remuneration Policy shall be paid sitting fees for attending the meeting
Your Company follows a policy on remuneration of of the Board and committees thereof and
Directors and Senior Management Employees. commission, as may be decided by the Board/
Shareholders from time to time.
a) While determining the remuneration of Executive
Directors and Key Managerial Personnel, the Board g) The Independent Directors shall also be eligible
considers following factors: to reimbursement of reasonable out-of-pocket
expenses incurred by them for attending meetings
i) Criteria/ norms for determining the of Board, Committees or Shareholders, including
remuneration of such employees prescribed in the travelling and lodging & boarding expenses on
the HR Policy. an actual basis.
ii) Existing remuneration drawn. The amount of sitting fees and commission
iii) Industry standards, if the data in this regard is payable to Independent Directors shall not exceed
available. the limits prescribed under the provisions of the
Companies Act, 2013.
iv) The job description.
Explanation: For the purposes of this Policy,
v) Qualifications and experience levels of the Remuneration shall mean the Cost to the
candidate. Company and shall include the salary, allowances,
vi) Remuneration drawn by the outgoing perquisites, performance incentive and any other
employee, in case the appointment is to fill facility provided or payment made to or on behalf
a vacancy on the death, resignation, removal of the employee.
etc. of an existing employee. h) Independent Directors shall not be eligible to
vii) The remuneration drawn by other employees participate in the ESOP Scheme, if any.
in the grade with matching qualifications and
seniority, if applicable.
For further details please refer to Note No. 35 of the Notes to Financial Statements which form part of the Annual
Report.
# Relinquished office of the Whole Time Director and Chief Executive Officer w.e.f. May 23, 2016
*Initially 27,15,352 stock options were granted, out of which 4,52,559 options were cancelled by mutual agreement
between the Company and the Grantee. The options shall vest over a period of 4 years on the basis of time and
performance. Exercise period will be 5 years from the date of vesting of options and Exercise price will be H1/- per
share. Out of the 22,62,793 options granted, Mr. S. Raghunandan has exercised 4,52,558 options and accordingly
your Company has allotted 4,52,558 shares to him at the exercise price of H1/- per share.
Notice period and severance fees for all Executive Directors is six months’ notice or six months’ salary in lieu
thereof or as may be mutually decided between the Director and the Company.
Non-Executive Directors’ Compensation and Shareholding:
As per the resolution passed by your Company through Postal Ballot dated May 23, 2012, the Members had
approved commission payable to the Non-Executive and Independent Directors of your Company for an amount
not exceeding 1% of the net profits of your Company calculated in accordance with the provisions of Section
349 and 350 of the Companies Act, 1956 (Section 198 of the Companies Act, 2013) in such manner as may be
determined by the Board of Directors from time to time within the said limits.
Accordingly, Independent Directors were paid sitting fees and commission during the year under review.
Details of sitting fees & commission paid to the Independent Directors during the year 2016-17 along with their
Shareholding as on date of this Report are as under:
Sr. No. Name of the Directors Sitting Fees (H) Commission (H) No. of Shares held
1 Mr. Nilesh B. Mehta 1,55,000 8,00,000 -
2 Mr. Bipin R. Shah 60,000 8,00,000 -
3 Mr. K. P. Padmakumar 90,000 8,00,000 -
4 Mr. R. Lakshminarayanan 1,05,000 8,00,000 -
Mr. Shreyas Trivedi, Head- Legal & Company Secretary is designated as the Compliance Officer of your Company
who oversees the redressal of investor grievances.
During the financial year, your Company received 48 complaints/ correspondences and all of them were disposed
off.
Procedure for postal ballot has formulated the Policy on dealing with related
In compliance with Regulation 44 of the Listing party transactions and the same is available on the
Regulations and Section 108, 110 and other applicable website of your Company and a web link thereto is
provisions of the Companies Act, 2013, read with Rule as below:
22 of the Companies (Management and Administration http://www.jyothylaboratories.com/admin/docs/
Rules, 2014, your Company provides electronic voting RPT_JLL_Website.pdf
facility to all its members, to enable them to cast
their votes electronically. Your Company engages the Transactions with related parties, as per
services of CDSL for the purpose of providing remote requirements of Accounting Standard 18, are
e-voting facility to all its Members. Members have the disclosed in Notes to Accounts annexed to the
option to vote either by physical ballot or through Financial Statements.
remote e-voting. 2. Your Company has followed all relevant Accounting
Your Company dispatches the postal ballot notices Standards while preparing Financial Statements
and forms along with postage prepaid business reply and no treatment different from that prescribed in
envelopes to its Members whose names appear on the an Accounting Standard has been followed.
Register of Members/ list of beneficiaries as on a cut- 3. There are no pecuniary relationships or transactions
off date. The postal ballot notice is sent to Members of Non-Executive Directors vis-à-vis your
in electronic form to the email addresses registered Company which has potential conflict of interest
with their depository participants (in case of electronic with the interests of your Company at large.
shareholding)/ your Company's Registrar and Share
4. No penalties or strictures have been imposed on
Transfer Agents (in case of physical shareholding). Your
your Company by the Stock Exchanges or SEBI or
Company also publishes a notice in the newspaper
any statutory authority on any matter related to
declaring the details of completion of dispatch and
capital markets during the last three years.
other requirements as mandated under the Act and
applicable Rules. 5. Your Company has in place Whistle Blower policy
and the details of same are provided in the Board’s
Voting rights are reckoned on the number of equity
Report. Further, it is affirmed that no personnel has
shares registered in the name of Members as on the
been denied access to the Audit Committee.
cut-off date. Members desiring to exercise their votes
by physical postal ballot forms are requested to return 6. Your Company has laid down procedures to inform
the forms duly completed and signed, to the scrutinizer Board members about the risk assessment and
on or before the close of voting period. Members minimization procedures.
desiring to exercise their votes by electronic mode are
7. The policy for determining criteria of material
requested to vote before close of business hours on
subsidiaries is formulated by your Company and is
the last date of e-voting.
available on the website of your Company at the
The scrutinizer submits his report to the Chairman, after web link thereto is as below:
the completion of scrutiny, and the consolidated results
http://www.jyothylaboratories.com/admin/docs/
of the voting by postal ballot are then announced by
PMS_JLL_Website.pdf
the Chairman / authorized officer. The results are also
displayed on the website of your Company, http://www. 8. Your Company has formulated the Policy on
jyothylaboratories.com, besides being communicated Distribution of Dividend and the same is available
to the stock exchanges, the depositories and Registrar on the website of your Company and a web link
and the Share Transfer Agent. The date of declaration thereto is as below:
of the results by your Company is deemed to be the
http://www.jyothylaboratories.com/
date of passing of the resolutions.
management-policies.php
None of the businesses proposed to be transacted at
the ensuing 26th Annual General Meeting require the Code of Conduct
passing of a special resolution by way of postal ballot. The Board has adopted the code of conduct for
all its Directors and Senior Management which has
Disclosures been displayed on your Company’s website www.
1. During the year under review, there were no jyothylaboratories.com. All Board members and senior
materially significant related party transactions that management personnel have affirmed compliance
may have potential conflict of interest with the with the code of conduct on annual basis. A declaration
interests of your Company at large. Your Company to this effect as required under the Listing Regulations
385 29500
375
28500
365
355
SHARE PRICE
27500
SENSEX
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BSE
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Sensex
MONTHS
Sd/-
M. P. Ramachandran
Chairman & Managing Director
(DIN: 00553406)
Mumbai, May 18, 2017
Declaration by the Chairman and Managing Director under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 regarding compliance with Code of
Conduct
In accordance with Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, I hereby confirm that all the Directors and the Senior Management personnel of the Company
have affirmed compliance with the Code of Conduct, as applicable to them, for the financial year ended March 31,
2017.
Sd/-
M. P. Ramachandran
Chairman & Managing Director
(DIN: 00553406)
Mumbai, May 18, 2017
We, M. P. Ramachandran, Chairman & Managing Director and K. Ullas Kamath, Joint Managing Director and Chief
Financial Officer of Jyothy Laboratories Limited, certify that:-
1. We have reviewed the financial statements and the cash flow statement for the year ended March 31, 2017 and
that to the best of our knowledge and belief:
a) these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
b) these statements together present a true and fair view of the Company’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the
year which are fraudulent, illegal or violative of the Company’s code of conduct.
3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we
have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting
and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such
internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these
deficiencies.
4. We have indicated to the Auditors and the Audit Committee that there are no
a) significant changes in internal control over financial reporting during the year;
b) significant changes in accounting policies during the year and that the same have been disclosed in the
notes to the financial statements; and
c) instances of significant fraud of which we have become aware and the involvement therein, if any, of
the management or an employee having a significant role in the Company’s internal control system over
financial reporting.
Sd/- Sd/-
M. P. Ramachandran K. Ullas Kamath
Chairman & Managing Director Joint Managing Director and CFO
(DIN: 00553406) (DIN: 00506681)
Mumbai, May 18, 2017
The Members of
Jyothy Laboratories Limited
Report on the Standalone Ind AS financial statements with the Standards on Auditing issued by the Institute
We have audited the accompanying standalone Ind of Chartered Accountants of India, as specified under
AS financial statements of Jyothy Laboratories Limited Section 143(10) of the Act. Those Standards require
(“the Company”), which comprise the Balance Sheet that we comply with ethical requirements and plan
as at March 31, 2017, the Statement of Profit and Loss, and perform the audit to obtain reasonable assurance
including the statement of Other Comprehensive about whether the standalone statements are free from
Income, the Cash Flow Statement and the Statement material misstatement.
of Changes in Equity for the year then ended, and a An audit involves performing procedures to obtain audit
summary of significant accounting policies and other evidence about the amounts and disclosures in the
explanatory information. financial statements. The procedures selected depend
on the auditor’s judgment, including the assessment of
Management’s Responsibility for the Standalone Ind
the risks of material misstatement of the standalone Ind
AS financial statements
AS financial statements, whether due to fraud or error.
The Company’s Board of Directors is responsible for
In making those risk assessments, the auditor considers
the matters stated in Section 134(5) of the Companies
internal financial control relevant to the Company’s
Act, 2013 (“the Act”) with respect to the preparation of
preparation of the standalone Ind AS financial statements
these standalone Ind AS financial statements that give
that give a true and fair view in order to design audit
a true and fair view of the financial position, financial
procedures that are appropriate in the circumstances.
performance including other comprehensive income,
An audit also includes evaluating the appropriateness of
cash flows and changes in equity of the Company
accounting policies used and the reasonableness of the
in accordance with accounting principles generally
accounting estimates made by the Company’s Directors,
accepted in India, including the Indian Accounting
as well as evaluating the overall presentation of the
Standards (Ind AS) specified under section 133 of
standalone Ind AS financial statements. We believe that
the Act, read with Companies (Indian Accounting
the audit evidence we have obtained is sufficient and
Standards) Rules, 2015, as amended. This responsibility
appropriate to provide a basis for our audit opinion on
also includes maintenance of adequate accounting
the standalone Ind AS financial statements.
records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for Opinion
preventing and detecting frauds and other irregularities; In our opinion and to the best of our information and
selection and application of appropriate accounting according to the explanations given to us, the standalone
policies; making judgments and estimates that are Ind AS financial statements give the information required
reasonable and prudent; and the design, implementation by the Act in the manner so required and give a true and
and maintenance of adequate internal financial control fair view in conformity with the accounting principles
that were operating effectively for ensuring the generally accepted in India, of the state of affairs of the
accuracy and completeness of the accounting records, Company as at March 31, 2017, its profit including other
relevant to the preparation and presentation of the Ind comprehensive income, its cash flows and the changes
AS financial statements that give a true and fair view and in equity for the year ended on that date.
are free from material misstatement, whether due to
fraud or error. Emphasis of Matter
Without qualifying our report and as more fully
Auditor’s Responsibility described in Note 35 to the financial statements, we draw
Our responsibility is to express an opinion on these attention to managerial remuneration paid/provided
standalone Ind AS financial statements based on our by the Company for the year ended March 31. 2017 in
audit. We have taken into account the provisions of excess of the limits prescribed under the Companies
the Act, the accounting and auditing standards and Act, 2013. As informed to us, the Company has filed
matters which are required to be included in the audit a revised application with the Central government
report under the provisions of the Act and the Rules for approval of such excess remuneration. Pending
made thereunder. We conducted our audit of the approval no adjustments are considered necessary in
standalone Ind AS financial statements in accordance these standalone Ind AS financial statements.
(i) (a) The Company has maintained proper records are not applicable to the Company and hence not
showing full particulars, including quantitative commented upon.
details and situation of Property, Plant and (iv) In our opinion and according to the information
Equipment. and explanations given to us, the Company has
(b) All Property, Plant and Equipment have not not advanced loans to directors / to a Company
been physically verified by the management in which the Director is interested to which
during the year but there is a regular provisions of section 185 of the Companies Act
programme of verification which, in our 2013 apply and hence not commented upon. In
opinion, is reasonable having regards to size our opinion and according to the information and
of the Company and nature of its assets. No explanations given to us, provisions of section
material discrepancies were identified on such 186 of the Companies Act 2013 in respect of
verification. loans and advances given, investments made
(c) According to information and explanations and, guarantees, and securities given have been
given by the management the title deeds of complied with by the Company.
immovable properties included in Note 3(a) to (v) The Company has not accepted any deposits from
the financial statements are held in the name the public.
of the Company, except as noted below:- (vi) We have broadly reviewed the books of account
• In respect of two immovable properties maintained by the Company pursuant to the
(freehold land) aggregating to `2.21 lacs rules made by the Central Government for the
as at March 31, 2017, the title deeds were maintenance of cost records under section
not available with the Company and hence 148(1) of the Companies Act, 2013, related to
we are unable to comment on the same. the manufacture of products of the Company,
• In respect of the following, the immovable and are of the opinion that prima facie, the
properties are not held in the name of the specified accounts and records have been made
Company. The same is held in the name and maintained. We have not, however, made a
of the erstwhile entities which have been detailed examination of the same.
merged with the Company. (vii) (a) Undisputed statutory dues including
Total Nature Gross block Net Block provident fund, employees’ state insurance,
Number of (` in lacs) (` in lacs) income-tax, sales-tax, service tax, duty of
Cases custom, duty of excise, value added tax,
Freehold cess and other material statutory dues have
2 land and 2,734.68 2,661.05 generally been regularly deposited with the
building appropriate authorities though there has
been a slight delay in a few cases.
(ii) The management has conducted physical
(b) According to the information and explanations
verification of inventory at reasonable intervals
given to us, no undisputed amounts payable
during the year and no material discrepancies
in respect of provident fund, employees’ state
were noticed on such physical verification.
insurance, income-tax, service tax, sales-tax,
(iii) According to the information and explanations duty of custom, duty of excise, value added
given to us, the Company has not granted any tax, cess and other material statutory dues
loans, secured or unsecured to companies, firms, were outstanding, at the year end, for a period
Limited Liability Partnerships or other parties of more than six months from the date they
covered in the register maintained under section became payable.
189 of the Companies Act, 2013. Accordingly, the
(c) According to the records of the Company, the
provisions of clause 3(iii)(a), (b) and (c) of the Order
dues outstanding of income-tax, sales-tax,
Excise 1998-00 10 - - 10
2013-14 52 - - 52
2014-15 32 - - 32
2015-16 26 - - 26
2016-17 21 - - 21
2011-12 51 - - 51
(viii) In our opinion and according to the information (x) Based upon the audit procedures performed for
and explanations given by the management, the the purpose of reporting the true and fair view
Company has not defaulted in repayment of dues of the financial statements and according to
to a financial institution, bank, debenture holders the information and explanations given by the
or government. management, we report that no fraud by the
(ix) In our opinion and according to the information Company or on the Company by the officers and
and explanations given by the management, employees of the Company has been noticed or
the Company has utilized the monies raised by reported during the year.
way of debt instruments (debentures) for the (xi) According to the information and explanation
purposes for which they were raised. According given by the management and as more fully
to the information and explanations given by the described in Note 35 of the standalone Ind AS
management, the Company has not raised any financial statements, we report that managerial
money by way of initial public offer / further public remuneration for the year ended March 31, 2017
offer / term loans. is in excess of the limits applicable under section
197 of the Act, read with Schedule V thereto. (xv) According to the information and explanations
We are informed by the management that the given by the management, the Company has
Company has filed a revised application with not entered into any non-cash transactions with
the Central Government, seeking approval of directors or persons connected with him as
excess remuneration paid. Our report includes an referred to in Section 192 of the Companies Act,
Emphasis of Matter in this respect. 2013.
(xii) In our opinion, the Company is not a nidhi (xvi) According to the information and explanations
Company. Therefore, the provisions of clause 3(xii) given to us, the provisions of section 45-IA of the
of the order are not applicable to the Company Reserve Bank of India Act, 1934 are not applicable
and hence not commented upon. to the Company.
(xiii) According to the information and explanations
given by the management, transactions with the
related parties are in compliance with section 177
and 188 of Companies Act, 2013 where applicable
and the details have been disclosed in the notes
to the financial statements, as required by the For S R B C & CO LLP
applicable accounting standards. Chartered Accountants
(xiv) According to the information and explanations ICAI Firm Registration Number: 324982E/E300003
given to us and on an overall examination of the
balance sheet, the Company has not made any
preferential allotment or private placement of
shares or fully or partly convertible debentures per Vikram Mehta
during the year under review. Accordingly, the Place : Mumbai Partner
reporting requirements under clause 3(xiv) are not
Date: May 18, 2017 Membership No: 105938
applicable to the Company and not commented
upon.
Report on the Internal Financial Controls under Clause financial controls system over financial reporting and
(i) of Sub-section 3 of Section 143 of the Companies their operating effectiveness. Our audit of internal
Act, 2013 (“the Act”) financial controls over financial reporting included
We have audited the internal financial controls over obtaining an understanding of internal financial
financial reporting of Jyothy Laboratories Limited (“the controls over financial reporting, assessing the risk that
Company”) as of March 31, 2017 in conjunction with a material weakness exists, and testing and evaluating
our audit of the standalone Ind AS financial statements the design and operating effectiveness of internal
of the Company for the year ended on that date. control based on the assessed risk. The procedures
selected depend on the auditor’s judgement, including
Management’s Responsibility for Internal Financial the assessment of the risks of material misstatement of
Controls the financial statements, whether due to fraud or error.
The Company’s Management is responsible for
We believe that the audit evidence we have obtained
establishing and maintaining internal financial controls
is sufficient and appropriate to provide a basis for our
based on the internal control over financial reporting
audit opinion on the internal financial controls system
criteria established by the Company considering the
over financial reporting.
essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Meaning of Internal Financial Controls Over Financial
Over Financial Reporting issued by the Institute of Reporting
Chartered Accountants of India. These responsibilities A company’s internal financial control over financial
include the design, implementation and maintenance reporting is a process designed to provide reasonable
of adequate internal financial controls that were assurance regarding the reliability of financial reporting
operating effectively for ensuring the orderly and and the preparation of financial statements for external
efficient conduct of its business, including adherence purposes in accordance with generally accepted
to the Company’s policies, the safeguarding of accounting principles. A company’s internal financial
its assets, the prevention and detection of frauds control over financial reporting includes those policies
and errors, the accuracy and completeness of the and procedures that (1) pertain to the maintenance of
accounting records, and the timely preparation of records that, in reasonable detail, accurately and fairly
reliable financial information, as required under the reflect the transactions and dispositions of the assets
Companies Act, 2013. of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit
Auditor’s Responsibility
preparation of financial statements in accordance
Our responsibility is to express an opinion on the
with generally accepted accounting principles, and
Company’s internal financial controls over financial
that receipts and expenditures of the company are
reporting based on our audit. We conducted our audit
being made only in accordance with authorisations of
in accordance with the Guidance Note on Audit of
management and directors of the company; and (3)
Internal Financial Controls Over Financial Reporting
provide reasonable assurance regarding prevention or
(the “Guidance Note”) and the Standards on Auditing as
timely detection of unauthorised acquisition, use, or
specified under section 143(10) of the Companies Act,
disposition of the company’s assets that could have a
2013, to the extent applicable to an audit of internal
material effect on the financial statements.
financial controls and, both issued by the Institute
of Chartered Accountants of India. Those Standards Inherent Limitations of Internal Financial Controls
and the Guidance Note require that we comply with Over Financial Reporting
ethical requirements and plan and perform the audit to Because of the inherent limitations of internal
obtain reasonable assurance about whether adequate financial controls over financial reporting, including
internal financial controls over financial reporting the possibility of collusion or improper management
was established and maintained and if such controls override of controls, material misstatements due to
operated effectively in all material respects. error or fraud may occur and not be detected. Also,
Our audit involves performing procedures to obtain projections of any evaluation of the internal financial
audit evidence about the adequacy of the internal controls over financial reporting to future periods are
subject to the risk that the internal financial control of Internal Financial Controls Over Financial Reporting
over financial reporting may become inadequate issued by the Institute of Chartered Accountants of
because of changes in conditions, or that the degree India.
of compliance with the policies or procedures may
deteriorate.
Statement of Profit and Loss for the year ended 31st March, 2017
(` in Lacs)
Notes April 1, 2016 to April 1, 2015 to
March 31, 2017 March 31, 2016
Income
Revenue from operations 22 1,69,815.90 1,60,890.28
Other income 23 424.22 1,174.44
Finance income 24 715.86 433.49
Total income (I) 1,70,955.98 1,62,498.21
Expenses
Cost of raw material and components consumed 25 51,679.07 48,918.92
Purchase of traded goods 37,592.57 33,835.50
(Increase)/ decrease in inventories of finished goods, work-in- progress
and traded goods 26 (608.22) 66.41
Excise duty expense 6,619.41 6,675.99
Employee benefits expense 27 14,967.09 14,184.56
Employee stock option expenses 27 236.30 1,627.83
Depreciation and amortisation expense 28 5,474.06 5,420.87
Finance costs 29 5,088.91 5,645.94
Other expenses 30 33,314.50 32,780.56
Share of (profit)/loss in partnership firm (3.68) 7.30
Total expense (II) 1,54,360.01 1,49,163.88
Profit before tax (I-II) 16,595.97 13,334.33
Income tax 31
Current tax (MAT) 3,430.29 4,312.00
Less: MAT credit entitlement (3,430.29) (2,860.00)
Adjustment of tax relating to earlier periods 785.27 -
Deferred tax expense / (Income) (4,393.80) 4,430.29
Total Income tax (3,608.53) 5,882.29
Profit for the year attributable to equity shareholders (A) 20,204.50 7,452.04
Other comprehensive Income not to be reclassified to profit or loss in
subsequent periods
Re-measurement gains/ (losses) on defined benefit plans (176.57) (93.33)
Income tax effect 31 61.12 33.64
(115.45) (59.69)
Other comprehensive income for the year net of tax , attributable to (115.45) (59.69)
equity shareholders (B)
Total comprehensive income for the year net of tax, attributable to 20,089.05 7,392.35
equity shareholders (A+B)
EARNINGS PER SHARE (EPS) 40
Basic (`) 11.12 4.12
Diluted (`) 11.12 4.06
Nominal value per share (`) 1.00 1.00
Summary of significant accounting policies 2
B. Other Equity
Retained Capital Securities Debenture General Employee Total
earnings reserves premium redemption reserves stock option
reserve (DRR) outstanding
*
As at April 1, 2015 (4,060.00) 5,505.27 47,777.56 11,995.02 32,581.44 2,691.43 96,490.72
Adjustments pursuant to (43,687.27) 1,009.19 - - 4.23 - (42,673.85)
Scheme of amalgamation of
Jyothy Consumer Products
Marketing Limited ( Note 43 )
Profit for the year 7,452.04 - - - - - 7,452.04
Other comprehensive income (59.69) - - - - - (59.69)
Total comprehensive income 7,392.35 - - - - - 7,392.35
Cash dividends (Note 14) (14,485.73) - - - - - (14,485.73)
Dividend distribution tax on (2,948.95) - - - - - (2,948.95)
cash dividend (Note 14 )
Transfer to DRR (4,560.01) - - 4,560.01 - - -
Exercise of share options - - 180.54 - - (180.54) -
(Note 38)
Transfer from DRR - - - (2,875.00) 2,875.00 - -
Compensation on stock - - - - - 1,627.83 1,627.83
option granted /cancelled
( Note 38)
As at March 31, 2016 (62,349.61) 6,514.46 47,958.10 13,680.03 35,460.67 4,138.72 45,402.37
Profit for the year 20,204.50 - - - - - 20,204.50
Other comprehensive (115.45) - - - - - (115.45)
income
Total comprehensive income 20,089.05 - - - - - 20,089.05
Cash dividend (Note 14) (1,811.20) - - - - - (1,811.20)
Dividend distribution tax on (368.72) - - - - - (368.72)
cash dividend (Note 14)
Statement of Changes in Equity (contd.) for the year ended 31st March, 2017
* The Company has issued redeemable non-convertible debentures. Accordingly, the Companies (Share capital
and Debentures) Rules, 2014 (as amended), require the Company to create DRR out of profits of the company
available for payment of dividend. DRR is required to be created for an amount which is equal to 25% of the value
of debentures outstanding over the life of debentures.
Statement of Cash Flows for the year ended 31st March, 2017 (contd.)
(` in Lacs)
April 1, 2016 to April 1, 2015 to
March 31, 2017 March 31, 2016
C. CASH FLOWS PROVIDED BY/(USED IN) FINANCING ACTIVITIES:
Interest and finance charges paid (15,454.89) (862.72)
Proceeds from allotment of equity shares under ESOP scheme 5.64 0.96
Repayment of Debentures (40,000.00) (11,500.00)
Repayment of deferred payment liability - (180.00)
Proceeds from issue of debentures 40,000.00 -
Proceeds from short-term borrowings 4,919.04 -
Dividend paid (1,811.20) (14,485.73)
Dividend tax paid (368.72) (2,948.95)
Net cash used in financing activities ( C ) (12,710.13) (29,976.44)
Net increase / (decrease) in cash and cash equivalents (A+B+C) 1,830.37 (717.95)
Cash and cash equivalents at the beginning of the year 1,582.36 2,300.31
Cash and cash equivalents at the end of the year 3,412.73 1,582.36
Components of cash and cash equivalents
Cash in hand 10.97 13.83
Balance with scheduled banks - current account 3,295.27 1,429.25
Unclaimed dividend accounts * 106.49 139.28
Cash and cash equivalents considered for cash flows statement 3,412.73 1,582.36
*Not available for use by the management for any other purpose
Summary of significant accounting policies Note 2
Company as a lessee
A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers
substantially all the risks and rewards incidental to ownership to the Company is classified as a finance
lease. An operating lease is a lease other than finance lease.
@ Freehold land and building includes asset which are not transferred in the name of the company amounting to
`2,734.68 (Gross block) (2016 - `5,245.17, 2015 - `5,245.17). These are held in the name of the entities which have
been merged with the company in earlier years.
# Includes `374.31 (2016 - `374.31 , 2015 - `374.31) represented by unquoted fully paid shares at cost in various
co-operative societies.
The Company has not capitalised any borrowing cost in the current and previous year.
$ Includes trademarks and copyrights of ` 81.22 (2016 - `81.22 , 2015 - `81.22 ) pending for registration in the
name of the Company.
IMPAIRMENT
The goodwill is tested for impairment annually as at March 31st and accordingly no impairment charges were
identified for FY 2016-17 (Nil for FY2015-16).
Goodwill of `10,037.59 relates to the acquisition of erstwhile business of Henkel India Limited. Based on the
purchase price allocation done at the time of acquisition, brands were identified and recognised in the books and
accordingly goodwill was determined. Since it is not practicable to allocate the goodwill to various reportable
segments, the recoverable amount has been determined collectively for all brands acquired and compared with
the carrying value of goodwill plus brands. Further an amount of `250.10 pertains to Fabric Care segment and has
been entirely allocated to this reportable segment.
Following key assumptions were considered while performing impairment testing : -
Terminal Value growth rate - 5%
Weighted Average Cost of Capital % (WACC) (Discount rate) - 13%
The projections cover a period of five years, as we believe this to be the most appropriate timescale over which
to review and consider annual performances, before applying a fixed terminal value growth rate to the final year
cash flows. The growth rates used to estimate future performance (revenue, cost of goods sold, expenses etc) are
based on the conservative estimates from past performance.
We have performed sensitivity analysis around the base assumptions and have concluded that no reasonable
change in key assumptions would cause the recoverable amount of CGU to be less than the carrying value.
NOTE 4. Investments
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Investment in subsidiaries (Unquoted)
Jyothy Fabricare Services Limited
98,00,000 (2016 - 98,00,000 , 2015 - 98,00,000) - - -
equity shares of `10 (2016 - `10 , 2015 - `10) each fully
paid up (Note 50)
33,00,000 (2016 - 33,00,000 , 2015 - 33,00,000) - - -
compulsory convertible preference shares of `100
(2016 - `100 , 2015 - `100) each fully paid up (Note 50)
Jyothy Kallol Bangladesh Limited
84,85,431 (2016 - 84,85,431 , 2015 - 74,94,696) equity 580.47 580.47 501.65
shares of BDT 10 (2016 - BDT 10 , 2015 - BDT 10) each
fully paid up
Share application money pending allotment - - 78.82
M/s JFSL - JLL (JV)-Partnership Firm 84.93 84.75 79.55
(Note 39)
665.40 665.22 660.02
Investment at fair value through profit and loss
Jyothy Fabricare Services Limited #
75,00,000 (2016- 75,00,000 , 2015- 75,00,000 ) 13,345.00 13,086.00 12,686.00
2% optionally convertible preference share of `10
(2016 - `10 , 2015 - `10) each fully paid up
Henkel SPIC Employees Co-operative Thrift and Credit
Society Limited*
2,000 (2016 - 2,000 , 2015 - 2,000) equity shares of 2.00 2.00 2.00
`100 (2016 - `100 , 2015 - `100) each fully paid up
Capexil (Agencies) Ltd*
5 (2016 -5 2015 -5) equity shares of `10,000 - - -
(2016- `10,000, 2015- `10,000) each fully paid up
Madras Industrial Cooperative Analytical Laboratory
Limited*
2 (2016-2 , 2015-2) equity shares of `500 (2016- `500, - - -
2015- `500) each fully paid up
Ambattur Industrial Estate Manufacturers Service
Industrial Cooperative Society Ltd*
1 (2016- 1 , 2015- 1) equity shares of `100 (2016- `100, - - -
2015- `100) each fully paid up
Indira Vikas Patra* 0.02 0.02 0.02
National Saving Certificates (Pledged with Government 0.57 0.57 0.57
authorities)*
13,347.59 13,088.59 12,688.59
14,012.99 13,753.81 13,348.61
Aggregate value of unquoted investments 14,012.99 13,753.81 13,348.61
Aggregate amount of impairment in value of investments - - -
# Optionally convertible preference shares are considered as financial asset valued through profit or loss as the
contractual terms of the asset do not give rise on specific dates to cash flows that are solely payments of principal and
interest (SPPI) on the principal amount outstanding
* Investment at fair value through profit or loss reflect investment in unquoted equity securities. Since the amount is not
material, the fair value disclousure have not been made. For others, Refer Note 46 and 47.
Trade receivable are non interest bearing and are generally on advance term or for a term of 15-30 days.
No trade or other receivable are due from directors or other officers of the company either severally or jointly with
any other person, nor any trade or other receivable are due from firms or private companies respectively in which
any director is a partner, a director or a member.
For terms and conditions relating to related party receivables, refer Note 35
NOTE 12
Non Current Current
As at As at As at As at As at As at
March 31, March 31, April 1, March 31, March 31, April 1,
2017 2016 2015 2017 2016 2015
12 (a) Cash and cash
equivalents
Cash in hand - - - 10.97 13.83 17.71
Balance with banks - - - - 3,295.27 1,429.25 2,229.26
Current account
Unclaimed dividend - - - 106.49 139.28 53.34
accounts
- - - 3,412.73 1,582.36 2,300.31
12 (b) Other bank
balances
Deposits with original 484.48 85.93 222.39 6,133.39 3,905.36 4,769.65
maturity for more
than 12 months*
Amount disclosed (484.48) (85.93) (222.39) - - -
under 'other financial
assets' (Note 7)
- - - 6,133.39 3,905.36 4,769.65
- - - 9,546.12 5,487.72 7,069.96
* Includes deposits provided as securities against bank guarantees and debenture redemption reserves - `3,044.13
(2016 - ` 2,874.52 , 2015: 2,611.59)
a. Reconciliation of the shares outstanding and at the end of the reporting period
Issued Equity Capital
As at March 31, 2017 As at March 31, 2016 As at April 1, 2015
No. Amount No. Amount No. Amount
Equity shares of
Re 1 each issued,
subscribed and fully
paid
At the beginning of 18,11,19,680 1,811.20 18,10,23,496 1,810.23 18,10,23,496 1,810.23
the period
Issued during the 5,64,044 5.64 96,184 0.97 - -
year (Note 38)
Outstanding at the 18,16,83,724 1,816.84 18,11,19,680 1,811.20 18,10,23,496 1,810.23
end of the period
c. Aggregate number of bonus shares issued, shares issued for consideration other than cash during the period
of five year immediately preceding the reporting date:
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Equity shares allotted as fully paid bonus shares by 23,79,748 23,79,748 23,79,748
capitalisation of securities premium (FY 2013 - 2014)
Equity shares issued for consideration other than 23,79,748 23,79,748 23,79,748
cash, pursuant to scheme of amalgamation with
erstwhile Jyothy Consumer Products Limited (JCPL)
(FY 2013 - 2014)
47,59,496 47,59,496 47,59,496
In addition the company has issued 564,044 share (2016 - 96,184, 2015 - Nil) during the period of five years
immediately preceding the reporting date on exercise of option granted under the employee stock option plan
(ESOP) wherein part consideration was received in form of employee services.
Proposed dividends on equity shares are subject to approval at the annual general meeting and are not recognised
as as liability ( including DDT thereon ) as at March 31.
NOTE 26. (Increase)/decrease in inventories of finished goods, work-in- progress and traded goods
April 1, 2016 to April 1, 2015 to
March 31, 2017 March 31, 2016
Closing Inventory
Finished goods 8,437.81 8,080.29
Traded Goods 3,453.39 3,175.95
Work in progress 1,525.59 1,547.72
13,416.79 12,803.96
Opening inventory
Finished goods 8,080.29 7,320.06
Traded Goods 3,175.95 4,106.74
Work in progress 1,547.72 1,369.07
12,803.96 12,795.87
Opening inventory pursuant to Scheme of amalgamation of Jyothy
Consumer Products Marketing Limited ( Note 43 )
Finished goods - 13.49
Traded Goods - 31.52
Work in progress - 2.21
- 47.22
Sub-total (A) (612.83) 39.13
(Increase)/decrease in excise duty
Excise duty on closing inventory 180.39 175.78
Excise duty on opening inventory 175.78 146.87
Excise duty on opening inventory pursuant to Scheme of amalgamation - 1.63
of Jyothy Consumer Products Marketing Limited ( Note 43)
Sub-total (B) (4.61) (27.28)
Total (A-B) (608.22) 66.41
As at As at As at
March 31, 2017 March 31 ,2016 April 1 ,2015
(G) Net Assets/(Liabilities) recognised in the balance sheet
PVO at end of period (2,460.29) (2,007.10) (1,920.72)
Fair value of plan assets at end of period 319.87 363.62 634.06
Funded status (deficit in fair value of plan assets over PVO) (2,140.42) (1,643.48) (1,286.66)
Net assets / (Liability) recognised in the balance sheet (2,140.42) (1,643.48) (1,286.66)
B) Expenditure related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read
with Schedule VII is as given below:
April 1, 2016 to April 1, 2015 to
March 31, 2017 March 31, 2016
(a) Gross amount required to be spent during the year 294.10 195.30
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
b) Reconciliations of assets
Segment operating assets 82,563.02 76,755.81 75,581.04
Investment (Note 4 and 11) 15,421.07 20,508.60 30,048.94
Other financial assets (Note 7) 484.48 85.93 222.39
Income tax assets ( net ) (Note 8) 14,193.60 12,106.92 8,267.39
Cash and cash equivalent 9,514.06 5,460.95 7,037.96
Tangible and intangible assets 16,850.17 16,764.52 16,802.85
Other unallocable assets 1,801.55 1,675.96 1,706.67
Total assets 1,40,827.95 1,33,358.69 1,39,667.24
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
c) Reconciliations of liabilities
Segment operating liabilities 23,947.08 24,555.73 20,113.90
Deferred tax liabilities (Net) (Note 19) 4,818.73 9,273.68 4,877.02
Borrowings 44,919.04 40,000.00 51,500.00
Tax liabilities (net) (Note 21) 299.01 534.48 374.88
Interest accrued but not due on loans (Note 17) 928.13 11,294.11 6,510.89
Other unallocable liabilities 551.32 487.12 663.45
Total liabilities 75,463.31 86,145.12 84,040.14
As the Managing Director of the Company is an individual having control and hence not separately
disclosed as a Key management personnel.
Other Subsidiaries
Jyothy Kallol Bangladesh Limited
Four Seasons Drycleaning Company Private Limited
Snoways Laundrers & Drycleaners Private Limited
Jyothy Fabricare Services Limited
M/S JFSL-JLL (JV) - Partnership firm
b) Related party relationships where transactions have taken place during the year
Firm / HUF in which the relatives of individual having control are partners / members / proprietor
Quilon Trading Co.
M.P. Divakaran - H.U.F.
M.P. Sidharthan - H.U.F.
* As the future liabilities for gratuity is provided on an actuarial basis for the Company as a whole, the amount
pertaining to individual is not ascertainable and therefore not included above.
# In the earlier years, Company had applied to the Central Government for approval of grant of ESOP’s to a
whole time director and CEO as the value of the ESOP’s granted were expected to be in excess of the eligible
limits under the Companies Act, 1956. During the year, certain ESOP’s have been exercised by the Director
(452,558 shares issued) and as managerial remuneration includes perquisite value of ESOP’s in the year it
is exercised, the overall value of Managerial Remuneration for the current year is in excess of the limits to
the extent of `783.64. Subsequent to the year end, the Company has received an approval from the Central
Government for an amount that can be paid to the director for the three years ending May 2017, however, the
said ESOP’s have not been considered separately.
The Company has now filed an application seeking approval of grant of ESOP’s again. Pending such approval,
the shares issued to the managerial person are held by him in trust as he continues to be the employee of the
Company though no longer a Director. In case the revised application is not approved, the Company plans to
recover the excess amount paid through balance stock options yet to be exercised by the said employee.
NOTE 37. Micro, Small and Medium Enterprises Development Act, 2006 ( ‘MSMED’)
The disclosure pursuant to the said Act is as under :
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Principal amount due to suppliers under MSMED Act 2,778.61 4,682.31 3,728.17
Interest accrued and due to suppliers under 7.08 4.97 4.05
Section 16 of MSMED Act, 2006 on the above
amount, unpaid
Interest paid to suppliers under the MSMED Act - - -
Interest due and payable towards suppliers under - - -
MSMED Act towards payment already made
Interest accrued and remaining unpaid at the end of 7.08 4.97 4.05
accounting year
The above information has been determined to the extent such parties have been identified on the basis of
information available with the Company.
NOTE 38. Share-based payments
On August 16, 2014 the Remuneration and Compensation Committee of the Board of Directors of the Company
approved the Employee Stock Option Scheme 2014 (“ESOS-2014”) for issue of stock options to the key
employees and Employee Stock Option Scheme 2014-A (“ESOS- 2014-A”) for issue of stock options to Whole
Time Director & CEO of the Company. According to the scheme, whole time Director and CEO and eligible
employees selected by the Remuneration and Compensation Committee will be entitled to options from time
to time, subject to satisfaction of prescribed vesting conditions. The relevant terms of the grant are as below: -
(“ESOS -2014”) (“ESOS -2014”) (“ESOS -2014 - A”)
Grant – I Grant – II
Date of Grant August 16, 2014 January 27, 2015 August 16, 2014
Number of options granted 5,03,445 34,507 27,15,352
Vesting period 33% - Year 1 33% - Year 1 66.67% - Year 1
33% - Year 2 33% - Year 2 16.67% - Year 2
34% - Year 3 34% - Year 3 16.66% - Year 3
Exercise period 5 years from the respective dates of vesting
Exercise Price - Per share `1 `1 `1
Market price at grant date - Per share `188.70 `289.80 `188.70
The fair value of option granted is estimated at the grant date using Black Scholes valuation model, taking into
account the term and conditions upon which the share options were granted.
The following table illustrates the number and movements in share options during the year,
(“ESOS -2014”) (“ESOS -2014”) (“ESOS -2014 - A”)
Grant – I Grant – II
Outstanding at April 1, 2015 4,50,451 34,507 27,15,352
Granted during 2015-16 - - -
Cancelled during 2015-16 87,970 34,507 4,52,559
Exercised during 2015-16 96,184 - -
Outstanding at March 31, 2016 2,66,297 - 22,62,793
Exercisable at March 31, 2016 2,66,297 - 22,62,793
NOTE 40.
Earning per share (`)
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the parent by
the weighted average number of Equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the parent by the
weighted average number of Equity shares outstanding during the year plus the weighted average number of
Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.
The following reflects the income and share data used in the basic and diluted EPS computations:
NOTE 41. As per the Notification no. 32/99-CE dated July 8, 1999, the Company was entitled to refund of excise
duty in Guwahati and Jammu units equivalent to 100% of the amount of the duty paid through Personal Ledger
Account (‘PLA’). During an earlier year, the Government issued notifications no. 17/2008-CE and 19/2008-CE
dated March 27, 2008 restricting the refund amount to a maximum percentage specified in the notification. The
Company has received a favourable order from the High Court of Guwahati & Jammu and Kashmir in earlier years.
Accordingly, the Company has accrued an additional benefit of `958.87 (2016 `940.48) in the current year.
NOTE 42. Details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016
to 30th December, 2016 as per MCA notification no G.S.R. 308 (‘E) dated March 31st, 2017 is as provided in the
table below:-
The above information has been determined on the basis of the information available with the Company.
NOTE 43. During the year, the National Company Law Tribunal vide its Order dated March 01, 2017, approved the
Scheme of Merger of Jyothy Consumer Products Marketing Limited (JCPML) with the Company with effect from
the Appointed date of April 1, 2016. The merger has been accounted in accordance with the ‘Business combinations
of entities under common control’ as described in (Ind AS) 103 “Business Combinations” and accordingly as per
approved scheme, the said merger has been accounted retrospectively for all periods presented including as at
April 1, 2015. Accordingly, the financial statements for the year ended March 31, 2016 have also been restated so
as to include the financial information of JCPML.
As per Appendix C of Ind AS 103:-
a. All assets and liabilities of JCPML as at April 1, 2015 have been taken over at their existing book values.
b. The debit balance of reserves of `43,667.85 as appearing in the financial statements of JCPML as on April
1,2015 is aggregated with the corresponding balance appearing in the financial statements of the Company.
c. The difference between the amount recorded as investment in JCPML in the books of the Company and the
amount of share capital of JCPML, being a surplus has been transferred to capital reserve (`994.00) as per the
scheme.
NOTE 44. The Company has entered into an option agreement dated May 5, 2011 with Henkel AG & Co. KGaA
(Henkel AG) whereby the Company has granted Henkel AG a firm and irrevocable option, at its sole discretion at any
time after the beginning of the fifth year and ending upon the expiry of the sixth year of the said agreement or such
other mutually extended period, to acquire a maximum of 26% of the issued equity share capital of the Company at
a price which will be mutually determined by the parties at a later date.The Board of Directors have vide their meeting
held on March 31,2017 extended this option upto October 31, 2017. The transaction will take place at the prevailing
market price on the relevant date and accordingly the fair value of option is considered to be nil.
A. Liquidity risk
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities.
The Company’s approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities
when due without incurring unacceptable losses.
The Company maintained a cautious liquidity strategy, with a positive cash balance throughout the year ended
31st March, 2017 and 31st March, 2016. Cash flow from operating activities provides the funds to service the
financial liabilities on a day-to-day basis. The Company regularly monitors the rolling forecasts to ensure it has
sufficient cash on an on-going basis to meet operational needs. Any short term surplus cash generated, over and
above the amount required for working capital management and other operational requirements, is retained as
cash and cash equivalents (to the extent required) and any excess is invested in interest bearing term deposits and
other highly marketable debt investments with appropriate maturities to optimise the cash returns on investments
while ensuring sufficient liquidity to meet its liabilities.
For long term borrowings, the Company also focuses on maintaining / improving its credit ratings to ensure that
appropriate refinancing options are available on the respective due dates
B. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price
risk. Financial instruments affected by market risk include loans and borrowings and deposits.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. This risk exist mainly on account of borrowings of the Company. However, all
these borrowings are at fixed interest rate and hence the exposure to change in interest rate is insignificant.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of
changes in foreign exchange rates. The Company is not exposed to significant foreign currency risk as at the
respective reporting dates.
Price risk
The Company is mainly exposed to the price risk due to its investment in debt mutual funds. The price risk arises
due to uncertainties about the future market values of these investments.
C. Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily
trade receivables) and other financial assets.
Trade receivables
Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures
and control relating to customer credit risk management. An impairment analysis is performed at each reporting
date on an individual basis for major trade receivables.
Other financial assets
Credit risk from balances with banks and financial institutions is managed by the Company in accordance with
the Company’s policy. Investments of surplus funds are made only in highly marketable debt instruments with
appropriate maturities to optimise the cash return on instruments while ensuring sufficient liquidity to meet its
liabilities.
The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt is
calculated as borrowing less cash and cash equivalent and other bank balances and mutual funds investments.
Particulars March 31, 2017 March 31, 2016 April 01, 2015
Borrowings 44,919.04 40,000.00 51,500.00
Less: Cash and cash equivalents, other bank balances (10,954.21) (12,242.51) (23,770.29)
and mutual fund investments (Note 11,12a and 12b)
Net debt (A) 33,964.83 27,757.49 27,729.71
Equity 65,364.64 47,213.57 55,627.10
Capital and Net Debt (B) 99,329.47 74,971.06 83,356.81
Gearing ratio (A/B) 34% 37% 33%
No changes were made in the objectives, policies or processes for managing capital during the years ended
31 March 2017 and 31 March 2016.
Reconciliation of Profit or loss for the year ended March 31, 2016
Footnotes to the reconciliation of equity as at April 1, 2015 and March 31, 2016 and profit and loss for the year
ended March 31, 2016 is as given below:-
1 FVTPL Financial assets
Under Indian GAAP, the Company accounted for investments in mutual funds as investments measured at
quoted cost or market value whichever is lower. Under IND AS, investment in mutual funds are considered
as financial assets fair valued through profit and loss account. At the date of transition to IND AS, difference
between the fair value and Indian GAAP carrying amount has been adjusted to retained earnings. Further,
the difference between the fair value and the Indian GAAP carrying amount as at March 31, 2016 has been
considered in the profit and loss account.
2 Zero Coupon Non convertible debentures
The Company had issued zero coupon non-convertible debentures redeemable at premium, which were
outstanding as on April 1, 2015. Under Indian GAAP, the Company had as per the provisions of the erstwhile
Companies Act, 1956 debited the securities premium account with the entire redemption premium and
credited the related liability. Under IND AS, these non-convertible redeemable debentures are measured at
amortised cost. The Company has retrospectively applied the effective interest method (EIM) and arrived at
amortised cost at the date of transition. Accordingly, in terms of the FAQ issued by the ICAI on the said matter,
the excess of the carrying value of the financial liability as per Indian GAAP over the amortised cost amount
arrived at by using EIM as per IND AS 109 as on the transition date has been reversed by crediting the securities
premium account with corresponding debit to the liability account which was credited earlier. For the year
ended March 31, 2016, Company has recognised finance cost of `5,160.38 in the profit and loss.
3 Financial guarantee
The Company had issued financial guarantee on behalf of its subsidiary for the borrowings taken by the
latter. As on the date of transition to IND AS, the Company has recognised financial guarantee obligation
at fair value of `82.09 with corresponding debit to investment in the subsidiary. For the year ended March
31, 2016, the change in the financial guarantee obligation based on amortised cost has been taken to the
profit or loss.
4 Proposed dividend
Under Indian GAAP, proposed dividends including dividend distribution tax are recognised as a liability in
the period to which they relate, irrespective of when they are declared. Under IND AS, a proposed dividend
is recognised as a liability in the period in which it is declared by the company (usually when approved by
shareholders in a general meeting) or paid.
In the case of the Company, the declaration of dividend occurs after period end. Therefore, the liability
of `8,715.02 for the year ended on March 31, 2015 recorded for dividend has been derecognised against
retained earnings on April 1, 2015. The proposed dividend for the year ended on March 31, 2016 of ` 2,179.92
recognised under Indian GAAP was reduced from other payables with a corresponding impact in the retained
earnings.
5 Defined benefit obligation
Both under Indian GAAP and IND AS, the Company recognised costs related to its post-employment defined
benefit plan on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, are
charged to profit or loss. Under IND AS, premeasurements comprising of actuarial gains and losses on the net
defined benefit liability and the return on plan assets are recognised immediately in the balance sheet with
a corresponding debit or credit to retained earnings through OCI. Thus, the employee benefits expense is
reduced by `93.33 and is recognised in other comprehensive income (net of tax of `33.64) for the year ended
March 31, 2016.
6 Deferred tax
Indian GAAP requires deferred tax accounting using the income statement approach, which focuses
on differences between taxable profits and accounting profits for the period. IND AS 12 requires entities
to account for deferred taxes using the balance sheet approach, which focuses on temporary differences
between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of
IND AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not
required under Indian GAAP.
In addition, the various transitional adjustments lead to different temporary differences on which deferred tax
adjustments have been recognised in correlation to the underlying transaction either in retained earnings or
a separate component of equity. For the year ended March 31, 2016, the change in the deferred tax based on
the above approach has been considered in the profit or loss.
7 Sale of goods
Under Indian GAAP, sale of goods was presented net of excise duty. However, under Ind AS, sale of goods
includes excise duty. Excise duty on sale of goods is separately presented on the face of statement of profit
and loss. Thus, sale of goods under Ind AS has increased by ` 5,965.53 with a corresponding increase in excise
duty expense.
Further, under Indian GAAP, certain sale promotion expenses amounting was recognised as other expenses.
Under Ind AS, revenue shall be measured at the fair value of the consideration received or receivable taking
into account the amount of any trade discounts and volume rebates allowed by the entity. Thus, other
expenses has decreased by `8,360.94 with corresponding increase in purchase of traded goods of `3,738.21
and decrease in sale of goods by `4,622.66.
8 Share-based payments
Under Indian GAAP, the Company recognised the intrinsic value of the employee stock option plans as an
expense. Ind AS requires the fair value of the share options to be determined using an appropriate pricing
model recognised over the vesting period. Accordingly, an expense of `122.43 has been reversed in Statement
of profit and loss for the year ended 31 March 2016 and adjusted in separate component of equity.
9 Investment subsidy
The Company had received certain capital grants in the nature of promoter’s contribution which was credited
to investment subsidy reserve under Indian GAAP. Under Ind AS, this will be considered as a capital grant.
However, as the corresponding assets to which the grant pertain to have been fully depreciated, the balance
in the investment subsidy on the transition date has been transferred to retained earnings.
10 Investment in subsidiaries and optionally convertible redeemable preference share
Under Indian GAAP, investment in subsidiaries are measured at cost less any allowance for dimunition, other
than temporary. Under Ind AS, the Company has on the transition date, in respect of one subsidiary measured
the same at its fair value and considered this as the deemed cost as per Ind AS 101. Accordingly, the value
of the investments has been reduced by `8,147.96 to reflect the fair values and the corresponding impact
has been considered in retained earnings. The Company has not recognised any deferred tax assets on the
transition date in the absence of reasonable certainty that long term capital gains will be available against
which such deferred tax assets can be utilised.
Further, the Company had invested in optionally convertible redeemable preference shares of a subsidiary.
Under Indian GAAP, the preference shares were classified as investment in subsidiaries and carried at cost.
Under Ind AS,they have been considered as financial assets fair valued through profit and loss account
and accordingly a reduction in value of this investments amounting to `2,314.00 has been considered on
the transition date. The Company has not recognised any deferred tax assets on the transition date in the
absence of reasonable certainty that long term capital gains will be available against which such deferred
tax assets can be utilised. For the year ended March 31, 2016, the Company has recognised a fair value gain
of `400.
11 Borrowings
Under Indian GAAP, transaction costs incurred in connection with borrowings are amortised upfront and
charged to profit or loss for the period. Under Ind AS, transaction costs are included in the initial recognition
amount of financial liability and charged to profit or loss using the effective interest method.
12 Other comprehensive income
Under Indian GAAP, the Company has not presented other comprehensive income (OCI) separately. Hence, it
has reconciled Indian GAAP profit or loss to profit or loss as per Ind AS. Further, Indian GAAP profit or loss is
reconciled to total comprehensive income as per Ind AS.
13 Goodwill amortisation
Based on the business combination exemption availed by the Company on the transition date, the Indian GAAP
carrying amount of goodwill has been used in the opening Ind AS balance sheet. Under Ind-AS, goodwill is
only tested for impairment annually and not amortised. Accordingly, the goodwill amortised in Indian GAAP
for the year ended March 31, 2016 has been reversed.
14 Loans (Deposits)
Under Indian GAAP, deposits given under lease are recorded at transaction value, whereas under Ind AS,
these are financial assets to be measured at amortised cost at the effective interest rate and the difference
is recognised as deferred lease asset. The carrying amount of the asset increases in each period to reflect
the passage of time which is recognised as interest income. The carrying amount of the deferred lease asset
reduces in each period by way of transfer to lease expense on a straight-line basis over the contract period.
This led to a decrease in asset on the date of transition and increase in deferred lease asset.
15 Statement of cash flows
The transition from Indian GAAP to Ind AS has not had a material impact on the statement of cash
flows.
16 Previous GAAP figures have been reclassified / regrouped wherever necessary to confirm with financial
statements prepared under IND AS.
a) Amendment to Ind AS 7:
The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements
to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows
and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the
balance sheet for liabilities arising from financing activities, to meet the disclosure requirement. The Company is
evaluating the requirements of the amendment and the effect on the financial statements.
Signatures to Notes 1 to 51
As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors of
Jyothy Laboratories Limited
Chartered Accountants
ICAI Firm Registration No. 324982E/E300003 M.P. Ramachandran K.Ullas Kamath
Chairman and Managing Director Joint Managing Director and
per Vikram Mehta DIN: 00553406 Chief Financial Officer
Partner DIN: 00506681
Membership No.: 105938 Shreyas Trivedi
Company Secretary
Membership No.: A12739
To The Members of
Jyothy Laboratories Limited
In conjunction with our audit of the consolidated of internal financial controls over internal reporting.
financial statements of Jyothy Laboratories Limited Those Standards and the Guidance Note require that
as of and for the year ended March 31, 2017, we have we comply with ethical requirements and plan and
audited the internal financial controls over financial perform the audit to obtain reasonable assurance
reporting of Jyothy Laboratories Limited (hereinafter about whether adequate internal financial controls over
referred to as the “Holding Company”) and its subsidiary financial reporting was established and maintained
companies which are companies incorporated in India, and if such controls operated effectively in all material
as of that date. respects.
Our audit involves performing procedures to obtain
Management’s Responsibility for Internal Financial
audit evidence about the adequacy of the internal
Controls
financial controls system over financial reporting and
The respective Board of Directors of the Holding their operating effectiveness. Our audit of internal
Company and its subsidiary companies, which are financial controls over financial reporting included
companies incorporated in India, are responsible obtaining an understanding of internal financial
for establishing and maintaining internal financial controls over financial reporting, assessing the risk that
controls based on the internal control over financial a material weakness exists, and testing and evaluating
reporting criteria established by the Holding Company the design and operating effectiveness of internal
considering the essential components of internal control based on the assessed risk. The procedures
control stated in the Guidance Note on Audit of Internal selected depend on the auditor’s judgement, including
Financial Controls Over Financial Reporting issued by
the assessment of the risks of material misstatement of
the Institute of Chartered Accountants of India. These
the financial statements, whether due to fraud or error.
responsibilities include the design, implementation
and maintenance of adequate internal financial We believe that the audit evidence we have obtained
controls that were operating effectively for ensuring and the audit evidence obtained by the other auditors
the orderly and efficient conduct of its business, in terms of their reports referred to in the Other
including adherence to the respective company’s Matters paragraph below, is sufficient and appropriate
policies, the safeguarding of its assets, the prevention to provide a basis for our audit opinion on the internal
and detection of frauds and errors, the accuracy and financial controls system over financial reporting.
completeness of the accounting records, and the
Meaning of Internal Financial Controls Over Financial
timely preparation of reliable financial information, as
Reporting
required under the Act.
A company’s internal financial control over financial
Auditor’s Responsibility reporting is a process designed to provide reasonable
Our responsibility is to express an opinion on the assurance regarding the reliability of financial reporting
company’s internal financial controls over financial and the preparation of financial statements for external
reporting based on our audit. We conducted our audit purposes in accordance with generally accepted
in accordance with the Guidance Note on Audit of accounting principles. A company’s internal financial
Internal Financial Controls Over Financial Reporting control over financial reporting includes those policies
(the “Guidance Note”) and the Standards on Auditing, and procedures that (1) pertain to the maintenance of
both, issued by Institute of Chartered Accountants records that, in reasonable detail, accurately and fairly
of India, and deemed to be prescribed under section reflect the transactions and dispositions of the assets
143(10) of the Act, to the extent applicable to an audit of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit
Opinion
In our opinion, the Holding Company and its subsidiary
companies, which are companies incorporated in For S R B C & CO LLP
India, have, maintained in all material respects, an Chartered Accountants
adequate internal financial controls system over ICAI Firm Registration Number: 324982E/E300003
financial reporting and such internal financial controls
over financial reporting were operating effectively as
at March 31, 2017, based on the internal control over
financial reporting criteria established by the Holding per VIKRAM MEHTA
Company considering the essential components of Place : Mumbai Partner
internal control stated in the Guidance Note on Audit
Date: May 18, 2017 Membership No: 105938
of Internal Financial Controls Over Financial Reporting
Consolidated Statement of Profit and Loss for the year ended 31st March, 2017
(` in Lacs)
Note April 1, 2016 to April 1, 2015 to
March 31, 2017 March 31, 2016
Income
Revenue from operations 23 1,74,918.49 1,65,951.42
Other income 24 350.64 994.36
Finance income 25 717.71 436.89
Total income (I) 1,75,986.84 1,67,382.67
Expenses
Cost of raw material and components consumed 26 52,424.54 49,662.91
Purchase of traded goods 37,592.57 33,824.54
(Increase)/ decrease in inventories of finished goods, work-in- 27 (605.51) 115.30
progress and traded goods
Excise duty expense 6,619.41 6,675.98
Employee benefits expense 28 17,288.43 16,475.99
Employee stock option expenses 28 236.30 1,627.83
Depreciation and amortisation expense 29 3,005.55 3,140.15
Finance costs 30 5,646.65 6,183.90
Other expenses 31 35,913.83 35,365.46
Total Expense ( II ) 1,58,121.77 1,53,072.06
Profit before tax (I - II) 17,865.07 14,310.61
Income tax 32
Current tax (MAT) 3,435.30 4,304.60
Less: MAT credit entitlement (3,430.96) (2,850.25)
Adjustment of tax relating to earlier periods 785.27 -
Deferred tax expense / (income) (3,339.80) 5,474.27
Total Income tax (2,550.19) 6,928.62
Profit for the year (A) 20,415.26 7,381.99
Other comprehensive income not to be reclassified to profit or loss in
subsequent periods
Re-measurement gains/ (losses) on defined benefit plans (184.37) (134.22)
Income tax effect 32 61.12 33.64
Other comprehensive income for the year, net of tax (B) (123.25) (100.58)
Total comprehensive income for the year, net of tax (A+B) 20,292.01 7,281.41
Non controlling interest 20,691.29 7,717.31
Profit after tax 20,691.29 7,717.31
Profit for the year 20,415.26 7,381.99
Attributable to :
Equity holders of the parent 20,812.62 7,807.74
Non-controlling interests (397.36) (425.75)
Total comprehensive income 20,292.01 7,281.41
Attributable to :
Equity holders of the parent 20,691.29 7,717.31
Non-controlling interests (399.28) (435.90)
Earnings per share (EPS) 46
Basic (`) 11.24 4.08
Diluted (`) 11.24 4.02
Nominal value per share (`) 1.00 1.00
Summary of significant accounting policies 3
Consolidated Statement of Changes in Equity for the year ended 31st March, 2017
B. Other Equity (contd.) (` in Lacs)
Attributable to equity holders of the Parent
Particulars Retained Capital Securities Debenture General Employee Total Non Total
earnings reserves premium redemption reserves stock option Controlling Equity
reserve outstanding Interest
(DRR) *
Exercise of share - - 981.32 - - (981.32) - - -
options (Note 40)
Transfer from DRR 13,680.03 - - (13,680.03) - - - - -
Transfer to DRR (6,250.00) - - 6,250.00 - - - - -
Cash dividend (1,811.20) - - - - - (1,811.20) - (1,811.20)
(Note 15)
Dividend (368.72) - - - - - (368.72) - (368.72)
Distribution Tax on
cash dividend
(Note 15)
As at March 31, 7,709.35 5,480.32 48,836.81 6,250.00 35,414.08 3,393.70 1,07,084.26 (665.15) 1,06,419.11
2017
* The Company has issued redeemable non-convertible debentures.Accordingly, the Companies (Share capital
and Debentures) Rules, 2014 as amended, require the company to create DRR out of profits of the company
available for payment of dividend. DRR is required to be created for an amount which is equal to 25% of the value
of debentures outstanding over the life of debentures.
Consolidated Statement of Cash Flows for the year ended 31st March, 2017 (contd.)
(` in Lacs)
April 1, 2016 to April 1, 2015 to
March 31, 2017 March 31, 2016
C. CASH FLOWS PROVIDED BY/(USED IN) FINANCING ACTIVITIES:
Interest and finance charges paid (15,553.38) (982.35)
Proceeds from allotment of equity shares under ESOP Scheme 5.64 0.98
Repayment of Debentures and long term loans (40,175.00) (11,675.00)
Proceeds from issue of Debentures 40,000.00 -
Proceeds from short-term borrowings 4,919.04 -
Repayment of Deferred Payment Liability - (180.00)
Dividend paid (1,811.20) (14,485.73)
Dividend tax paid (368.72) (2,948.95)
Proceed from issue of shares by subsidiary - 26.29
Net cash (used in) /generated from financing activities ( C ) (12,983.62) (30,244.76)
Net increase / (decrease) in cash and cash equivalents (A+B+C) 1,644.27 (207.67)
Cash and cash equivalents at the beginning of the year 2,367.39 2,575.06
Cash and cash equivalents at the end of the year 4,011.66 2,367.39
Components of cash and cash equivalents
Cash in hand 28.73 37.83
Balance with scheduled banks - Current account 3,498.64 1,764.96
- Deposit account 377.80 425.32
Unclaimed dividend accounts * 106.49 139.28
Cash and cash equivalents considered for cash flows statement 4,011.66 2,367.39
*Not available for use by the management for any other purpose
Summary of significant accounting policies Note 3
∞ The contractual arrangement with the other vote holders of the investee
∞ Rights arising from other contractual arrangements
∞ The Group’s voting rights and potential voting rights
∞ The size of the group’s holding of voting rights relative to the size and dispersion of the holdings of the other
voting rights holders
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group
obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities,
income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated
financial statements from the date the Group gains control until the date the Group ceases to control the
subsidiary.
Consolidated financial statements are prepared using uniform accounting policies for like transactions and other
events in similar circumstances. If a member of the group uses accounting policies other than those adopted
@ Freehold land and building includes asset which are not transferred in the name of the company amounting to `2,997.27 (Gross
block) (2016 - `5,507.76, 2015 - `5,507.76). These are held in the name of the entities which have been merged with the company in
earlier years.
# Includes `374.31 (2016 - `374.31, 2015 - `374.31) represented by unquoted fully paid shares at cost in various co-operative
societies.
The Group has not capitalised any borrowing cost in current and previous year.
$ Includes trademarks and copyrights of `81.22 (2016 - 81.22) (2015 - 81.22) pending for registration in the name
of the Company and `20.23 ( 2016 `20.23 ) ( 2015 - ` 20.23 ) pending for registration in the name of the Jyothy
Fabricare Services Limited.
Impairment
The goodwill is tested for impairment annually as at March 31st and accordingly no impairment charges were
identified for FY 2016-17 (Nil for FY 2015-16).
A) Goodwill of ` 70,925.56 lacs relates to the acquisition of erstwhile business of Henkel India Limited. Since it
is not practicable to allocate the goodwill to various reportable segments, the recoverable amount has been
determined collectively for all brands acquired and compared with the carrying value of goodwill. Further, an
amount of `250.10 lacs pertains to Fabric Care segment and has been entirely allocated to this reportable segment.
The following key assumptions were considered while performing the above impairment testing : -
Terminal value growth rate - 5%
Weighted Average Cost of Capital % (WACC) (Discount rate) - 13%
The projections cover a period of five years, as we believe this to be the most appropriate timescale over which
to review and consider annual performances, before applying a fixed terminal value growth rate to the final year
cash flows. The growth rates used to estimate future performance (revenue, cost of goods sold, expenses etc) are
based on the conservative estimates from past performance.
We have performed sensitivity analysis around the base assumptions and have concluded that no reasonable
change in key assumptions would cause the recoverable amount of CGU to be less than the carrying value.
B) Goodwill of ` 7,457.87 lacs relates to various acquisitions in the laundry services segment and has been entirely
allocated to this segment.
NOTE 5. Investments
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Investments at fair value through profit and loss*
Henkel SPIC Employees Co-operative Thrift and
Credit Society Limited
2,000 (2016 - 2,000 ; 2015 - 2,000) equity shares 2.00 2.00 2.00
of `100 (2016 - ` 100 ; 2015 - `100) each fully paid
up
Capexil (Agencies) Ltd
5 (2016 - 5 ; 2015 - 5) equity shares of ` 1,000 - - -
(2016 - `1,000 ; 2015 - Rs 1,000) each fully paid
up
Madras Industrial Cooperative Analytical Laboratory
Limited
2 (2016 - 2 ; 2015 - 2) equity shares of ` 500 (2016 - - -
- `500 ; 2015 - `500) each fully paid up
Indira Vikas Patra 0.02 0.02 0.02
National Saving Certificates (Pledged with 0.57 0.57 0.57
Government authorities)
2.59 2.59 2.59
Aggregate value of unquoted investments 2.59 2.59 2.59
Aggregate amount of impairment in value of - - -
investments
* Investment at fair value through profit or loss reflect investment in unquoted equity securities. Since the amount
is not material, the fair value disclosure have not been made.
(` in Lacs)
NOTE 14. Share Capital
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Authorised capital
2,720,000,000 (2016 - 2,570,000,000 , 2015 - 27,200.00 25,700.00 25,700.00
2,570,000,000) equity shares of Re. 1 (2016 -Re. 1 ,
2015 - Re. 1) each
30,000 (2016 -Nil , 2015 -Nil) 11% cumulative 30.00 - -
preference shares of ` 100 (2016 - ` Nil, 2015 - ` Nil)
each
27,230.00 25,700.00 25,700.00
Terms/ rights attached to equity shares
The Company has only one class of equity shares having par value of 1 Re per share. Each holder of equity shares is
entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed
by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In
the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets
of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number
of equity shares held by the shareholders.
Equity shares of Re 1
each fully paid
M. P. Ramachandran 7,01,36,948 38.60% 7,21,12,060 39.81% 7,21,12,060 39.84%
Sahyadri Agencies 1,50,00,000 8.26% 1,50,00,000 8.28% 1,50,00,000 8.29%
Limited
As per records of the Company, including its register of shareholders/ members and other declarations received
from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial
ownerships of shares.
c. Aggregate number of bonus shares issued, shares issued for consideration other than cash during the period
of five years immediately preceding the reporting date:
As at At at At at
March 31, 2017 March 31, 2016 April 1, 2015
Equity shares allotted as fully paid bonus shares by 23,79,748 23,79,748 23,79,748
capitalization of securities premium (FY 2013 - 2014)
Equity shares issued for consideration other than cash 23,79,748 23,79,748 23,79,748
pursuant to scheme of amalgamation with erstwhile
Jyothy Consumer Products Limited (JCPL) (FY 2013
- 2014)
47,59,496 47,59,496 47,59,496
In addition the company has issued 564,044 shares (2016 - 96,184 ; 2015 - Nil) during the period of five years
immediately preceding the reporting date on exercise of option granted under the employee stock option plan
(ESOP) wherein part consideration was received in form of employee services.
d. Share received for issue under option
For details of shares reserved for issue under the employee stock option plan (ESOP) of the company, please refer
Note 40
FINANCIAL LIABILITIES
Details of loan:
1) Term loan of `727.44 ( 2016 - `902.44 ; 2015 - `1,077.44) from bank has been taken in financial year 2012-13.
The loan is repayable in 32 quarterly instalments beginning from August 2013. The loan is secured by exclusive
first charge on the entire fixed assets and current assets of the JFSL-JLL (JV) and further secured by corporate
guarantee given by the company.
2) 4,000 Zero coupon non convertible redeemable debentures of ` 10,00,000 each has been repaid in current
year.
3) During the year Company has issued 4,000 unlisted, non-convertible debentures of `10 lacs each aggregating
to ` 40,000. These debentures carry a interest of 7.2% p.a upto March 31, 2017, 7.5% p.a from April 1, 2017 to
November 30, 2017 and 8% p.a from December 1, 2017 to November 9, 2018. 50% of the debenture amount is
repayable at par at the end of the 14th month from the date of allotment, while the balance 50% is repayable at
par at the end of 23rd month from the date of allotment. The debenture terms give call option / put option to
the issuer / holder, the exercise price being at par. However, these are embedded derivative which are closely
related to the host contract and accordingly under IND AS 109, they have not been separately accounted for.
These debentures are secured by negative lien on fixed assets of the Company and do not carry any debt
covenant.
4) 400 Secured Zero Coupon Non Convertible Debentures of ` 10,00,000 each - Redeemable at a premium of
` 340,455 per debenture after 3 years from the date of allotment i.e. January 12, 2015. The Debentures are
unsecured and covered by corporate guarantee given by the Company.
5) Deferred payment liability represent amount payable under the memoradum of understanding (MOU) entered
into with the DRDE/DRDO of the Ministry Of Defence, Government of India for transfer of technology for
certain products. These are due for payment as per the Agreement.
6) Commercial Paper carries interest rate of 6.75 % and is repayable on June 28, 2017
NOTE 27. (Increase)/decrease in inventories of finished goods, work-in- progress and traded goods
April 1, 2016 to April 1, 2015 to
March 31, 2017 March 31, 2016
Closing Inventory
Finished goods 8,438.11 8,089.44
Traded Goods 3,437.89 3,154.31
Work in progress 1,525.59 1,547.72
13,401.59 12,791.47
Opening inventory
Finished goods 8,089.44 7,395.12
Traded Goods 3,154.31 4,113.09
Work in progress 1,547.72 1,371.28
12,791.47 12,879.49
Sub-total (A) (610.12) 88.02
(Increase)/decrease in excise duty
Excise duty on closing inventory 180.39 175.78
Excise duty on opening inventory 175.78 148.50
Sub-total (B) (4.61) (27.28)
Total (A-B) (605.51) 115.30
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
(b) Reconciliations of assets
Segment operating assets 79,094.00 71,110.30 67,433.15
Investment (Note 5 and 12) 2,848.42 8,591.74 19,500.50
Other financial assets (Note 8) 516.03 360.75 457.97
Income tax assets (net) (Note 9) 14,413.76 12,349.99 8,472.95
Deferred tax asset (net) (Note 19) - - 1,347.75
Cash and cash equivalent 9,713.09 5,460.95 7,037.96
Other unallocable assets 1,582.89 1,424.95 1,473.34
Tangible and Intangible assets 77,833.37 77,658.24 77,589.44
Total assets 1,86,001.56 1,76,956.92 1,83,313.06
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Non-current operating assets
India 1,10,458.46 1,07,361.59 1,08,744.34
Outside India 120.90 208.33 277.37
Total 1,10,579.36 1,07,569.92 1,09,021.71
Non-current assets for this purpose consist of property, plant and equiment and intangible assets.
(` in Lacs)
April 1, 2016 to April 1, 2015 to
March 31, 2017 March 31, 2016
c) Transactions with related parties during the year
M.P. Ramachandran
Remuneration* Re.1 only Re.1 only
Commission 358.83 421.04
Dividend 723.12 5,768.96
Sahyadri Agencies Ltd.
Dividend 150.00 1,200.00
Quilon Trading Company
Rent Paid 1.20 1.20
M.P. Divakaran - H.U.F.
Dividend 19.04 152.32
M.P. Sidharthan - H.U.F.
Dividend 13.20 105.60
Relatives of individuals having control
Remuneration*
M R Jyothy 131.76 102.48
M P Sidharthan 24.00 24.00
M R Deepthy 47.71 37.51
Ananth Rao T 57.12 45.03
Ravi Razdan 47.71 37.51
M. P. Divakaran 24.00 24.00
Dividend 290.94 2,327.52
Key management personnel
Remuneration*#
K. Ullas Kamath 227.25 201.60
S. Raghunandan 1,515.66 485.12
M.L. Bansal 9.71 41.97
Rajnikant Sabnavis 383.79 -
Shreyas Trivedi 58.38 -
Dividend
* As the future liabilities for gratuity is provided on an actuarial basis for the Company as a whole, the amount
pertaining to individual is not ascertainable and therefore not included above.
# In the earlier years, Company had applied to the Central Government for approval of grant of ESOP’s to a whole
time director and CEO, as the value of the ESOP’s granted were expected to be in excess of the eligible limits
under the Companies Act, 1956. During the year, certain ESOP’s have been exercised by the Director (452,558
shares issued) and as managerial remuneration includes perquisite value of ESOP’s in the year it is exercised, the
overall value of Managerial Remuneration for the current year is in excess of the limits to the extent of Rs.783.64
lacs. Subsequent to the year end, the Company has received an approval from the Central Government for an
amount that can be paid to the director for the three years ending May 2017, however, the said ESOP’s have not
been considered separately. The Company has now filed an application seeking approval of grant of ESOP’s again.
Pending such approval, the shares issued to the managerial person are held by him in trust as he continues to be
the employee of the Company though no longer a Director. In case the revised application is not approved, the
Company plans to recover the excess amount paid through balance stock options yet to be exercised by the said
employee.
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
d) Related party balances
Amounts payable
Trade payables :
Individual having control
M.P. Ramachandran 358.83 421.04 312.69
Key management personnel
K. Ullas Kamath 322.94 378.93 281.42
Bipin R. Shah - 8.00 8.00
Nilesh B. Mehta 8.00 8.00 8.00
R. Lakshminarayanan 8.00 8.00 8.00
K. P. Padmakumar 8.00 8.00 8.00
Terms and conditions of transactions with related parties
The Sales to / purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions
and outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no
guarantees provided or received for any related party receivables or payables.
The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the
options is indicative of future trends, which may not necessarily be the actual outcome.
Net assets and share of profits and losses reported in the above table have been considered from the respective
audited financial statements after making necessary changes for consolidation adjustments having impact on the
consolidated net assets and net profits.
NOTE 42
As per the Notification no. 32/99-CE dated July 8, 1999, the Company was entitled to refund of excise duty in
Guwahati and Jammu units equivalent to 100% of the amount of the duty paid through Personal Ledger Account
(‘PLA’). During an earlier year, the Government issued notifications no. 17/2008-CE and 19/2008-CE dated March
27, 2008 restricting the refund amount to a maximum percentage specified in the notification. The Company has
received a favourable order from the High Court of Guwahati & Jammu and Kashmir in earlier years. Accordingly,
the Company has accrued an additional benefit of ` 958.87 (2016 - ` 940.48 ) in the current year.
NOTE 43
The Company has entered into an option agreement dated May 5, 2011 with Henkel AG & Co. KGaA (Henkel AG)
whereby the Company has granted Henkel AG a firm and irrevocable option, at its sole discretion at any time
after the beginning of the fifth year and ending upon the expiry of the sixth yea of the said agreement or such
other mutually extended period, to acquire a maximum of 26% of the issued equity share capital of the Company
at a price which will be mutually determined by the parties at a later date.The Board of Directors have vide their
meeting held on March 31,2017 extended this option upto October 31, 2017. The transaction will take place at the
prevailing market price on the relevant date and accordingly the fair value of option is considered to be Nil.
NOTE 45
Details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th
December, 2016 as per MCA notification no G.S.R. 308 (‘E) dated March 31st, 2017 is as provided in the table
below:-
SBNs Other Total
Denomination
notes
Closing cash in hand as on 08.11.2016 57.79 9.11 66.90
Add: Withdrawal from Bank accounts - 41.35 41.35
Add: Permitted receipts - 242.32 242.32
Less: Paid for Permitted payments - (41.97) (41.97)
Less: Amount deposited in Banks (57.79) (205.46) (263.25)
Closing cash in hand as on 30.12.2016 - 45.35 45.35
The above information has been determined on the basis of the information available with the Group.
inputs for these valuations are taken from observable sources where possible, but where this is not feasible, a
degree of judgement is required in establishing fair values. Judgements include considerations of various inputs
including liquidity risk, credit risk , volatility etc. Changes in assumptions/judgements about these factors could
affect the reported fair value of financial instruments.
Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan and other post-employment leave benefits and the present value of
the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various
assumptions that may differ from actual developments in the future. These include the determination of the
discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its
long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions
are reviewed at each reporting date.
The mortality rate is based on publicly available mortality tables . Those mortality tables tend to change only at
interval in response to demographic changes.
Future salary increases and gratuity increases are based on expected future inflation rates.
Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate
valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires
determination of the most appropriate inputs to the valuation model including the expected life of the share
option, volatility and dividend yield and making assumptions about them. The assumptions and models used for
estimating fair value for share-based payment transactions are disclosed in Note 40.
Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be
available against which the losses can be utilised. Significant management judgement is required to determine the
amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable
profits together with future tax planning strategies.
Further, the Group has recognised Minimum Alternate Tax (MAT) which can be utilised for a period of 15 years from
the assessment year to which it relates to. Based on future projections of taxable profit and MAT, the Group has
assessed that the entire MAT credit can be utilised.
(` in Lacs)
Carrying values Fair values
As at As at As at As at As at As at
March 31, March 31, April 1, 2015 March 31, March 31, April 1, 2015
2017 2016 2017 2016
Financial Assets
Investment 2,845.83 8,589.15 19,497.57 2,845.83 8,589.15 19,497.57
Deposits 901.68 804.18 815.32 901.68 804.18 815.32
Total 3,747.51 9,393.33 20,312.89 3,747.51 9,393.33 20,312.89
Financial Liabilities
Borrowings 49,826.48 45,082.44 56,937.44 49,826.48 45,082.44 56,937.44
Total 49,826.48 45,082.44 56,937.44 49,826.48 45,082.44 56,937.44
Concentrations indicate the relative sensitivity of the Group’s performance to developments affecting a particular
industry.
In order to avoid excessive concentrations of risk, the Group’s policies and procedures include specific guidelines
to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and
managed accordingly.
As at As at As at
March 31, 2017 March 31, 2016 April 1, 2015
Borrowings 49,826.48 45,082.44 56,937.44
Less: Cash and cash equivalents (Note 12, 13a and (13,189.91) (14,708.98) (26,961.32)
13b)
Net debt (A) 36,636.57 30,373.46 29,976.12
Equity 1,08,901.10 90,147.79 98,236.36
Capital and net debt (B) 1,45,537.67 1,20,521.25 1,28,212.48
Gearing ratio (A/B) 25% 25% 23%
No changes were made in the objectives, policies or processes for managing capital during the years ended 31
March 2017 and 31 March 2016.
NOTE 53
During the year, the National Company Law Tribunal vide its Order dated March 01, 2017, approved the Scheme
of Merger of Jyothy Consumer Products Marketing Limited (JCPML) with the Company with effect from the
Appointed date of April 1,2016. there is no impact of the merger on consolidated financial statements of the Group
as JCPML was already consolidated in earlier years.
Exemptions applied
Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements
under Ind AS. The Group has applied the following exemptions:
∞ Ind AS 103 Business Combinations has not been applied to acquisitions, which are considered businesses
under Ind AS that occurred before 1 April 2015. The carrying amounts of assets and liabilites in accordance
with previous GAAP are considered as their deemed cost at the date of acquisition. After the date of the
acquisition, measurements is in accordance with Ind AS. The carrying amount of goodwill in the opening Ind
AS balance sheet is its carrying amount in accordance with the previous GAAP.
∞ The Group has elected to continue with the carrying value for all of its property, plant and equipment including
intangibles as recognised in its Indian GAAP financials as deemed cost at the transition date.
∞ Ind AS 102 Share based payment has not been applied to equity instruments in share based payment
transactions that vested before April 1, 2015.
∞ Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease.
In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or
arrangement. However, the Group has used Ind AS 101 exemption and assessed all arrangements based for
embedded leases based on conditions in place as at the date of transition. There were no embeded leases.
Estimates
The estimates at 1 April 2015 and at 31 March 2016 are consistent with those made for the same dates in accordance
with Indian GAAP (after adjustments to reflect any differences in accounting policies).
Non Controling Interest
The Group has carried the carrying amount of non-controling interest recognised under previous GAAP as at
the date of transition to IND AS and will apply the requirement of IND AS 110, ‘Consolidated Financial Statements’
applicable to non controling interest prospectively from the date of transition to IND AS.
Assets
Non-current assets
Property, plant and equipment 28,379.57 - 28,379.57
Capital work in progress 1,611.13 - 1,611.13
Goodwill 78,633.19 - 78,633.19
Other Intangible assets 397.82 - 397.82
Financial assets
Investments 2.59 - 2.59
Loans 1 916.48 (101.16) 815.32
Other financial assets 622.94 - 622.94
Income tax assets (net) 8,472.95 - 8,472.95
Deferred tax assets (net) 5 (54.27) 1,402.02 1,347.75
Other assets 1 7,923.43 74.23 7,997.66
1,26,905.83 1,375.09 1,28,280.92
Current assets
Inventories 18,814.97 - 18,814.97
Financial assets
Investments 2 19,201.64 295.93 19,497.57
Loans 1 163.70 (0.87) 162.83
Trade receivables 5,741.90 - 5,741.90
Cash and cash equivalent 2,575.06 - 2,575.06
Other bank balances 4,888.69 - 4,888.69
Other financial assets 428.16 - 428.16
Other assets 1 2,899.32 23.64 2,922.96
54,713.44 318.70 55,032.14
Total assets 1,81,619.27 1,693.79 1,83,313.06
Assets
Non-current assets
Property, plant and equipment 27,794.81 - 27,794.81
Capital work in progress 552.18 - 552.18
Goodwill 78,633.19 - 78,633.19
Other Intangible assets 349.74 - 349.74
Intangible asset under development 240.00 - 240.00
Financial assets
Investments 2.59 - 2.59
Loans 1 892.42 (88.24) 804.18
Other financial assets 340.37 - 340.37
Income tax assets (net) 12,349.99 - 12,349.99
Other assets 1 10,208.14 70.48 10,278.62
1,31,363.43 (17.76) 1,31,345.67
Current assets
Inventories 18,508.15 - 18,508.15
Financial assets
Investments 2 8,344.00 245.15 8,589.15
Loans 1 218.44 (0.86) 217.58
Trade receivables 9,411.03 - 9,411.03
Cash and cash equivalent 2,367.39 - 2,367.39
Other bank balances 3,752.44 - 3,752.44
Other financial assets 519.01 - 519.01
Other assets 1 2,240.83 5.67 2,246.50
45,361.29 249.96 45,611.25
Total assets 1,76,724.72 232.20 1,76,956.92
Income
Revenue from operations 8 1,64,608.55 1,342.87 1,65,951.42
Other income 1, 2 1,023.23 (28.87) 994.36
Finance income 436.89 - 436.89
Total Income ( I ) 1,66,068.67 1,314.00 1,67,382.67
Expenses
Cost of raw material and components 49,662.91 - 49,662.91
consumed
Purchase of traded goods 8 30,086.34 3,738.20 33,824.54
(Increase)/ decrease in inventories of
finished goods,
work-in-progress and traded goods" 115.30 - 115.30
Excise duty expense 8 - 6,675.98 6,675.98
Employee benefits expense 9 16,610.21 (134.22) 16,475.99
Employee stock option expenses 10 1,750.26 (122.43) 1,627.83
Depreciation and amortisation expense 3,140.15 - 3,140.15
Finance costs 4,11 603.30 5,580.60 6,183.90
Other expenses 1,6,8 44,373.95 (9,008.49) 35,365.46
Total Expense ( II ) 1,46,342.42 6,729.64 1,53,072.06
Signatures to Notes 1 to 55
As per our report of even date
For S R B C & CO LLP For and on behalf of the Board of Directors of
Chartered Accountants Jyothy Laboratories Limited
ICAI Firm Registration No. 324982E/E300003
M.P. Ramachandran K.Ullas Kamath
Chairman and Managing Director Joint Managing Director and
per Vikram Mehta DIN: 00553406 Chief Financial Officer
Partner DIN: 00506681
Membership No.: 105938 Shreyas Trivedi
Company Secretary
Membership No.: A12739
Place: Mumbai Place: Mumbai
Date: May 18, 2017 Date: May 18, 2017
Notes
A PRODUCT | [email protected]
Corporate & Registered Office:
Ujala House, Ramakrishna Mandir Road
Kondivita, Andheri East, Mumbai - 400059
Phone: +91-22-66892800 | Fax: +91-22-66892805
E-Mail: [email protected]
CIN: L24240MH1992PLC128651