To The Members of J. L. Morison (India) Limited
 
 The Directors'' have great pleasure in presenting the 77th Annual
 Report and Statement of Accounts of the Company for the financial year
 ended on 31st March, 2012.
 
 Financial highlights (Rs. in Lacs)
 
 Sr. No.  Particulars                              2011-12       2010-11
 
     1    Total Revenue (Net)                     10,741.67    10,149.43
 
     2    Profit before finance cost,
          depreciation and amortisation
          expenses & tax                              235.21      241.71
 
     3    Finance cost                                121.59      150.16
 
     4    Depreciation and amortisation
          expenses                                     83.70       83.31
 
     5    Profit before exceptional items
          and tax                                      29.92        8.24
 
     6    Provision for Tax                            20.27        7.41
 
     7    Profit after Tax                              9.65        0.83  
 
     8    Balance of profit as per last
          Balance Sheet                                40.26       55.29
 
     9    Proposed dividend                            13.65       13.65 
 
    10    Dividend Tax                                  2.21        2.21
 
    11    Transfer to General Reserve                    -           -
 
    12    Transfer to Statement of
          Profit and Loss                              34.05       40.26
 
 Dividend
 
 Considering the financial position of the Company, your Directors
 recommend a dividend of Rs. 1/- (10%) per share (Previous year- 1/- (10%)
 per share).
 
 Performance
 
 The year under review, was a year of consolidation and growth for the
 Company. The strategy adopted last year of different division focused
 on different set of consumer''s need, has paid dividend and with dear
 focus on the expanded portfolio has proved to be a good exercise which
 resulted into increase in turnover growth as compared to previous
 year''s level.
 
 The Company has forayed in developing own brands for a long term
 sustenance and growth. The Company introduced air fresheners, under its
 Life Style Division with the brand name Seasons which comes in five
 fragrances viz. Sandalwood, Lime, Jasmine, Lavender and Rose. The
 initial market response is encouraging for this brand.
 
 Life Style Division also introduced F5 Male and Female Deodorant Body
 Spray. It comes in 3 variants for Male viz. Ctrl, Enter and Insert and
 3 variants for Female viz. Shift, Home and Esc.
 
 Life Style Division also extended the portfolio of Coty by launching
 London Variant and planning to launch Berlin and VIP in the Indian
 Market. This will strengthen the brands presence and help JLM in
 growth.
 
 Moreover, JLM also successfully launched Bigen Men''s Speedy and Bigen
 Men''s Beard which received a good response from the market. The
 coming year Hoyu has plans to invest in brand building which will
 ensure growth for the brand as well as JLM.
 
 Zero Gravity which was extended into personal care and grooming
 products last year was revamped this year and has been launched in a
 new Avatar. It has got a positive review from the market and got good
 response from Modern Trade outlets.
 
 JLM''s Own Brand Division has focused on developing Baby range products
 especially catering in the age group of 0-3 years. It has re-grouped
 into 3 sub-categories viz.:
 
 1.  BABY NEEDS: Regular Feeder, Designer Feeder, Mini Feeder, Spoon
 Feeder, Royal Feeder, Wide Mouth Feeder and Softie Teats Range.
 
 2.  MASTI TIME: Cool Buddy, Tooth Buddy, Poochie Cup, Sippe Cup, Softie
 Sippie Cup, Soft Touch Powder Puff and Baby on Board.
 
 3.  HEALTH AND HYGIENE: Sparkle Feeder, Nipple Cleaning Brush, Comb,
 Baby Soap and Soothing Talc.
 
 During the year the sales of EMOFORM - the toothpaste for sensitive
 teeth and gum care recorded a good growth. This division has further
 extended to cater the need of dentist requirement by introducing own
 brands which includes Dental consumables and an innovative tooth
 whitening pen Morison Happy Smile. Dentists have accepted this
 product with open arms and have appreciated the positive contribution
 for dentists by introducing such innovative products.
 
 Public Deposits
 
 During the year ended 31st March, 2012, the Company has not accepted or
 renewed any public deposits within the meaning of section 58 A and 58
 AA of the Companies Act, 1956 and rules framed there under.
 
 Cost Audit
 
 The Company has made an application to the Central Government for
 seeking exemption from appointment of cost auditor for the financial
 years 2009-10, 2010-11 and 2011-12 and same has been approved by the
 the Central Government.
 
 Particulars of Conservation of Energy, Technology Absorption and
 Foreign Exchange Earnings and Outgo
 
 In view of the nature of business activities currently being carried out
 by the Company, your Directors have nothing to report as required under
 the Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988 with respect to Conservation of Energy and
 Technology Absorption.
 
 During the Financial year 2011-12, total foreign exchange used and
 earned was Rs. 4322.66 Lacs (previous year Rs. 4,547.17 Lacs) and Rs. nil
 (previous yearRs. 163.20 Lacs) respectively.
 
 Particulars of Employees
 
 During the year under review, there were no employees in respect of
 whom information under section 217(2A)''6f the Companies Act, 1956 is
 required to be given in the Directors'' Report.
 
 Directors
 
 Mr. Sanjay Kothari was appointed as an Additional Director of the
 Company by the Board w.e.f. 5lh August, 2011 and pursuant to the
 provisions of Section 260 of the Companies Act, 1956 holds office upto
 the date of ensuing Annual General Meeting of the Company. The Company
 has received a notice under section 257 of the Companies Act, 1956 in
 writing alongwith necessary deposit, proposing his candidature for the
 office of Director of the Company.
 
 Mr. Raghu Mody and Mr. Shamsunder Aggarwal, Directors of the Company
 retire by rotation and being eligible, offer themselves for
 re-appointment.
 
 Your Directors recommend the appointment of Mr. Sanjay Kothari and
 reappointment of Mr. Raghu Mody and Mr. Shamsunder Aggarwal as
 Directors of the Company at the ensuing Annual General Meeting ofthe
 Company.
 
 Auditors
 
 M/s. Haribhakti & Co., Chartered Accountants, Mumbai, the Statutory
 Auditors of your Company hold office as such upto the conclusion of the
 ensuing Annual General Meeting and being eligible, offer themselves for
 re-appointment. They have also confirmed that their re-appointment, if
 made, will be in accordance with the provision of section 224 (1B)
 ofthe Companies Act, 1956.
 
 Your Directors recommend the re-appointment of M/s. Haribhakti
 
 & Co., Chartered Accountants, as Statutory Auditors of the Company to
 hold office as such from the conclusion of ensuing Annual General
 Meeting till the conclusion of next Annual General Meeting and to audit
 financial accounts of the Company for the financial year 2012 -13.
 
 Stock Exchanges
 
 The Company''s shares are listed at BSE Limited, The Calcutta Stock
 Exchange Association Limited and the Bangalore Stock Exchange and the
 Annual Listing Fees for the year 2012 - 13 has been paid to all the
 stock exchanges.
 
 Secretarial Compliance Certificate
 
 As required under the provisions of section 383A of the Companies Act,
 1956, Secretarial Compliance Certificate received from M/s. Manish Ghia
 & Associates, Practicing Company Secretaries, Mumbai for the financial
 year 2011-12 is annexed herewith and forms part of this Annual Report.
 
 Corporate Governance
 
 As required under Clause 49 of the Listing Agreement entered into with
 various stock exchanges, Management Discussion & Analysis Report and
 Corporate Governance Report are annexed herewith and form part of this
 Report.
 
 Directors'' Responsibility Statement
 
 In accordance with the provisions of section 217(2AA) of the Companies
 Act, 1956 and on the basis of the information placed on record, the
 Directors of the Company would like to state that:
 
 I.  the applicable accounting standards have been followed and whenever
 required, proper explanations relating to material departures have been
 given;
 
 II.  the directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as at 31st March, 2012 and of the Profit of the Company
 for the year ended on that date;
 
 III. proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Act for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities;
 
 IV.  the Accounts have been prepared on a going concern basis.
 
 Acknowledgement
 
 Your Directors acknowledge the support given by the Shareholders,
 Bankers, Trade Partners and Employees and look forward for their
 continued support.
 
                            For and on behalf of the Board of Directors
 
 Place : Mumbai                                              Raghu Mody
 
 Date : 18th May, 2012                                         Chairman