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168.95
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Updated:24 May, 2019, 15:56 PM IST

BSE
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4.05 2.46%

Updated:24 May, 2019, 16:01 PM IST

DIRECTORS REPORT

To,

The Members,

It is our pleasure to present the 25th Annual Report of your Company together with the Audited Financial Statements for the financial year ended March 31, 2016.

PERFORMANCE HIGHLIGHTS

The gross sales (including Excise Duty) from operations on standalone basis of your Company for the financial year 2015­16 grew by 10.25% and stood at Rs. 1,632.88 Crore compared to Rs.1,481.14 Crore in the previous financial year. The profit before tax was at Rs. 201.41 Crore as against Rs. 146.92 Crore in the previous financial year, registering a growth of 37.08%. The net profit for the financial year 2015–16 amounted to Rs. 162.36 Crore compared to Rs. 142.79 Crore in the previous financial year.

The consolidated gross sales (including Excise Duty) from operations of your Company for the year under review stood at Rs. 1,660.85 Crore as against Rs. 1,515.97 Crore in the previous financial year, reporting a growth of 9.56%. The consolidated profit before tax was at Rs. 197.26 Crore registering a growth of 55.79% over the consolidated profit before tax of the previous financial year. The consolidated profit aftertax at Rs. 157.96 Crore reflected a growth of 30.42% against profit after tax of the previous financial year.

DIVIDEND

The Board has enhanced the total dividend (Interim and Final) to Rs. 5/– (Rupees Five) per Equity Share of Rs. 1/– each for the financial year 2015–16 as against Rs. 4/– (Rupees Four) per Equity share Rs. 1/– each paid in the previous financial year.

The Board is pleased to recommend a Final Dividend of Rs. 1/–(Rupee One) per Equity Share (@ 100% of face Value of Equity Share of Rs. 1/– each) for the financial year ended March 31, 2016. The Final Dividend payout of Rs.21.80 Crore (inclusive of tax of Rs. 3.69 Crore) is subject to the approval of Members at the ensuing Annual General Meeting of your Company. Further, your Company paid in March 2016, an interim dividend of Rs. 4/–(Rupees Four) per Equity Share (@ 400% of face value of Equity Share of Rs. 1/– each) amounting to Rs. 87.20 Crore (inclusive of tax of Rs. 14.75 Crore).

TRANSFER TO RESERVES

Your Company transferred a sum of Rs. 45.60 Crore (Rs. 53.72 Crore in the previous financial year) to the Debenture Redemption Reserve during the year under review.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of your Company are prepared in accordance with the relevant Accounting Standards viz., AS–21 issued by the Institute of Chartered Accountants of India and forms integral part of the Annual Report.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE

COMPANIES/ JOINT VENTURES

A report on the performance and financial position of each of the Subsidiaries, Associates and Joint Venture Companies as per the Companies Act, 2013 is attached as Annexure to this report and hence not repeated here for the sake of brevity. Policy for determining material subsidiaries formulated and adopted by your Company can be accessed from your Company's website at the link: <http://www.iyothylaboratories.com/admin/docs/> PMS JLL Website.pdf

During the year under review, Associated Industries Consumer Products Private Limited – AICPPL (Wholly Owned Subsidiary of

your Company) amalgamated with Jyothy Consumer Products Marketing Limited – JCPML (Step down subsidiary of your Company i.e. Wholly Owned Subsidiary of AICPPL) pursuant to the Scheme of Amalgamation sanctioned by the Hon'ble High Court of Judicature at Bombay vide its Order dated July 3, 2015 which came into effect on August 6, 2015 and as a result, JCPML which was a step down subsidiary became direct subsidiary of your Company.

Except as mentioned above, no company has become or ceased to be its subsidiary joint venture or associate company during the financial year 2015–16.

AMALGAMATION OF SUBSIDIARY

The Board of Directors at its meeting held on May 23, 2016 approved the proposal of Amalgamation of its wholly owned subsidiary viz., Jyothy Consumer Products Marketing Limited with your Company. The Appointed Date for the said Amalgamation is fixed as April 1, 2016.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of your Company for the financial year ended March 31, 2016, the Board of Directors hereby confirms that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there were no material departures from the same;

b. your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2016 and of the profit of your Company for the year ended on that date;

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

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

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

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report is attached and forms an integral part of this Report.

ISSUE OF SHARES

a) Issue of Equity Shares with differential rights

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

b) Issue of Sweat Equity Shares

During the year under review and to date, your Company has not issued any sweat equity shares. Hence no information as per the provisions of Section 54(l)(d) of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital & Debentures) Rules, 2014 is furnished.

c) Issue of Employee Stock Option

During the year under review, your Company in terms of the provisions of Section 62(l)(b) read with Section 39 of the Companies Act, 2013 has issued and allotted 96,184 (Ninety Six Thousand One Hundred and Eighty Four) Equity Shares of Rs. 1/– each to its employees on exercise of options granted under "Jyothy Laboratories Employees Stock Option Scheme 2014" (ESOS 2014) approved by the Shareholders of your Company at the 23rd Annual General Meeting held on August 13, 2014.

After the issue of aforesaid 96,184 Equity Shares, the Paid up Equity Share Capital of your Company stands increased to Rs. 18,11,19,680 consisting of Rs. 18,11,19,680 Equity Shares of Rs. 1/– each fully paid–up.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) together with the Certificate received from your Company's Statutory Auditors confirming compliance of Corporate Governance requirements is attached and forms an integral part of this report.

RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC–2 is appended as Annexure to this Report. During the year, your Company had entered into contract/ arrangement/ transaction with related parties which were on arm's length basis and none of which could be considered as material in accordance with the policy of your Company on Materiality of Related Party Transactions. Further none of the contract/ arrangement/ transaction with related parties required approval of Shareholders as the same were within the limits prescribed under Section 188(1) of the Companies Act, 2013 and Rules framed there under.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed from your Company's website at the link: <http://> www.jyothylaboratories.com/admin/docs/RPT JLL Website.pdf

Attention of Members is also drawn to Note No. 31 to the financial statements for the financial year ended March 31, 2016 which sets out the related party disclosures as perAS–18.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

Your Company has undertaken projects in the area of rural development and sanitation as part of its CSR initiative. These projects were in accordance with Schedule VII of the Companies Act, 2013 and the CSR Policy framed by your Company. The report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as annexure and forms an integral part of this report.

Details about the CSR Policy adopted and formulated by your Company can be accessed from your Company's website at the link: <http://www.jyothylaboratories.com/admin/docs/JLL> CSR%20Policy Website.pdf

Your Company was required to spend Rs. 1.95 Crore (2% of the average net profits of last three financial years) on CSR activities during the financial year 2015–16. Accordingly, your Company spent Rs. 1.89 Crore on CSR activities during the year 2015–16 and an amount of T 0.06 Crore stands committed towards housing in Adivasi Area of Trichur District and the aforesaid projects being construction projects have a timeline. The balance amount of expenditure stands committed and will be spent in the current financial year.

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this report, no material changes and commitments which could affect your Company's financial position have occurred between the end of the financial year 2015–16 and date of this report.

INTERNAL FINANCIAL CONTROLS

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

1. Fixed Assets;

2. Financial Statement Closing Process;

3. Information Technology;

4. Inventory Management;

5. Marketing and Advertising;

6. Order to Cash;

7. Payroll;

8. Production Process;

9. Purchase to Pay;

10. Taxation;

11. Treasury

During the year under review, no material or serious observations have been received from the Internal Auditors of your Company regarding inefficiency or inadequacy of such controls.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of your Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

REMUNERATION/ COMMISSION FROM ANY OF ITS

SUBSIDIARIES

During the year under review, neither the Managing Director nor the Whole Time Directors of your Company receive any remuneration or commission from any of its Subsidiaries.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments as prescribed under Section 186 of the Companies Act, 2013 are appended as Annexure and forms integral part of this report.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

Your Company has adopted Jyothy Laboratories Employee Stock Option Scheme 2014–A ("ESOS 2014–A") for granting of options to Mr. S. Raghunandan, Whole Time Director and Chief Executive Officer of your Company and Jyothy Laboratories Employee Stock Option Scheme 2014 ("ESOS 2014") for  granting of options to other eligible employees of your Company approved by the Members of your Company at the 23rd Annual General Meeting held on August 13, 2014

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Article 140 of the Articles of Association of your Company, Mr. K. Ullas Kamath, Joint Managing Director and Chief Financial Officer of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offered himselffor re–appointment.

The Board at its meeting held on May 23, 2016 approved appointment of Mr. M. P. Ramachandran as the Chairman and Managing Director of your Company for a term of five years with effect from August 22, 2016 to August 21, 2021 subject to the approval of Shareholders by passing a Special Resolution at the ensuing Annual General Meeting on the terms and conditions specified in the Special Resolution set out at Item No. 6 of the notice convening 25th Annual General Meeting of your Company.

The Board at its meeting held on May 23, 2016 also accepted the resignation of Mr. S. Raghunandan, Whole Time Director and Chief Executive Officer of your Company. Mr. S. Raghunandan has been re–designated as the President of your Company. The Board placed on record, its appericiation for the services rendered by Mr. S. Raghunandan during his tenure as Whole Time Director and Chief Executive Officer. The Board Members also took note of relinquishment of Mr. M. L. Bansal, Company Secretary of your Company. In the same Board Meeting, Mr. Shreyas Trivedi was appointed as the Company Secretary, Compliance Officer and a Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

During the financial year 2015–16, there was no change in Key Managerial Personnel ofyourCompany.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board in accordance with the provisions of sub–section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the Policy framed for appointment of the Directors including criteria for determining qualifications, positive attributes, independence etc are as under:

(I) Selection

In case of Executive Directors and Key Managerial Personnel, the selection can be made either by recruitment from outside or from within your Company hierarchy or upon recommendation by the Chairman or other Directors. The appointment may be made either to fill up a vacancy caused by retirement, resignation, death or removal of an existing Executive Director or it may be a fresh appointment.

In case of Non–Executive Directors, the selection can be made either by way of selection from the data bank of

Independent Directors maintained by the Government or upon recommendation by Chairman or other Directors. The appointment may be made either to fill up a vacancy caused by resignation, death or removal of an existing Non–Executive Director or it may be an appointment as an additional director or an alternate director.

(II) Qualifications, Experience And Positive Attributes

a) While appointing a Director, it shall always be ensured that the candidate possesses appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to your Company's business.

b) In case of appointment as an Executive Director, the candidate must have the relevant technical or professional qualifications and experience as are considered necessary based on the job description of the position. In case no specific qualification or experience is prescribed or thought necessary for the position then, while recommending the appointment, the Human Resource Department shall provide the job description to the Committee and justify that the qualifications, experience and expertise of the recommended candidate are satisfactory for the relevant appointment. In such circumstances, the Committee may call for an expert opinion on the appropriateness of the qualifications and experience of the candidate for the position of the Executive Director.

c) In case of appointment as a Non–Executive Director, the candidate must have a postgraduate degree, diploma or a professional qualification in the field of his practice/ profession/ service and shall have not less than five years of working experience in such field as a professional in practice, advisor, consultant or as an employee. Provided that the Board may waive the requirements of qualification and/ or experience under this paragraph for a deserving candidate.

d) The Board, while making the appointment of a Director, shall also try to assess from the information available and from the interaction with the candidate that he is a fair achiever in his chosen field and that he is a person with integrity, diligence and open mind.

(III) Board Diversity And Independence

While making appointment of directors, following principles shall be observed by the Board, as far as practicable:

a) There shall be a proper mix of Executive and Non–Executive Directors and Independent and Non–independent Directors on the Board. Your Company must always be in compliance of the provisions of Section 149 of the Companies Act, 2013 and Clause 17 of the Listing Regulations, as amended from time to time, in this regard.

b) There shall be a workable mix of directors drawn from various disciplines, like technical, finance, commercial, legal etc. The Board shall not at any time be entirely comprised of persons drawn from one discipline or field.

c) While appointing a director to fill in a casual vacancy caused by death, resignation etc. of a director, an effort shall be made, as far as possible, to appoint such a person in his place who has the relevant experience in the fields or disciplines in which the outgoing director had the experience or the person with relevant experience in the fields or disciplines which are not represented in the Board as requisite to business of your Company.

d) No preference on the basis of gender, religion or caste shall be given while considering the appointment of directors.

e) Generally, an effort shall be made to maintain the Board diversity by appointment of persons from diverse disciplines (relevant to the Company's business), of different age groups and of both the genders (male as well as female) as Directors.

f) While appointing Independent Directors, the criteria for the Independent Directors, as laid down in Section 149 (6) of the Companies Act, 2013 and Listing Regulations are followed.

REMUNERATION POLICY

Your Company follows the Policy on Remuneration of Directors and Senior Management Employees as approved by the Nomination, Remuneration and Compensation Committee and the Board. A detailed report on the same is given in the Corporate Governance Report.

PERFORMANCE EVALUATION

In accordance with the Companies Act, 2013 and Regulation 4(2)(f) of the Listing Regulations, your Company has framed a Policy for Evaluation of Performance of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of Non–Executive Directors and Executive Directors. A questionnaire is formulated for evaluation of performance of the Board after taking into consideration several aspects such as board composition, strategic orientation, board functioning and team dynamics.

Performance evaluation of Independent Directors was conducted by the Board of Directors, excluding the Director being evaluated. The criteria for performance evaluation of Independent Directors laid down by the Nomination, Remuneration and Compensation Committee include ethics and values, knowledge and proficiency, diligence, behavioral traits and efforts for personal development. Similarly, performance evaluation of the Chairman and Non Independent Directors was carried out by the Independent Directors. Your Directors also expressed their satisfaction with the evaluation process.

TRAINING OF INDEPENDENT DIRECTORS

All Independent Directors are familiarized with your Company, their roles, rights and responsibilities in your Company, nature of the industry in which your Company operates, business model, strategy, operations and functions of your Company through its Executive Directors and Senior Managerial personnel. The details of programs for familiarization of Independent Directors with your Company are available on the website of your Company at the link: <http://www.jyothylaboratories.com/admin/docs/> Familiarisation%20Programme JLL.PDF

MEETING OF INDEPENDENT DIRECTORS

Your Company's Independent Directors meet at least once in every financial year without the presence of Executive Director or Management Personnel and the meeting is conducted informally. During the year under review, one meeting of Independent Directors was held on May 25, 2015.

BOARD MEETINGS

The Board of Directors met 6 times during the financial year ended 31st March, 2016 in accordance with the provisions of the Companies Act, 2013 and Rules made thereunder.

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

AUDIT COMMITTEE

The Audit Committee of your Company consists of majority of Independent Directors and the detailed composition is provided in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has a Vigil Mechanism in place which also includes a Whistle Blower Policy in terms of the Listing Regulations for Directors and employees of your Company to provide a mechanism which ensures adequate safeguards to Employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation ofanyfinancial statements and reports etc.

The Vigil Mechanism/ Whistle Blower Policy of your Company can be accessed from your Company's website at the link:  <http://www.jyothylaboratories.com/admin/docs/JLL> Vigil%20 Mechanism%20Policy amended Final 28012016.pdf

The employees of your Company have the right/ option to report their concern/ grievance to the Chairman of the Audit Committee. During the year under review, no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

RISK MANAGEMENT

The Board of Directors of your Company has designed a Risk Management Policy in a structured manner taking into consideration the following factors and the same is monitored on a periodic basis by the Executive Directors of your Company.

1. The Management Approach;

2. JLL's Vision & Mission;

3. Key Business Goals;

4. Risk Library;

5. Risk Management Focus.

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

• Identifying 'Key' Business goals;

• Identifying the Risk Management focus;

• Identifying Business risks;

• Prioritizing the identified business risks;

• Rating the current risk management capability for identified risks.

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

INTERNAL CONTROL SYSTEMS

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

Internal Audit is conducted by independent firm of auditors. Internal Auditors regularly check the adequacy of the system, their observations are reviewed by the management and remedial measures, as necessary, are taken. Internal Auditors report directly to the Chairman of the Audit Committee to maintain its objectivity and independence.

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

AUDITORS & AUDIT REPORTS

Statutory Audit

M/s SRBC & Co LLP, Chartered Accountants (ICAI Registration No. 324982E/ E300003), were appointed by the members of your Company at the 23rd Annual General Meeting (AGM) held on August 13, 2014 for a period of three years i.e. for the financial years 2014–15, 2015–16 and 2016–17 subject to annual ratification by the Shareholders in the AGMs to be held for Financial year 2015–16 and 2016–17.

Members are requested to ratify the appointment of M/s SRBC & Co LLP, Chartered Accountants as Statutory Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting in 2017 and to authorize the Board to fix their remuneration for the year 2016–17.

The Notes on financial statement referred to i n the Auditors Report are self explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Cost Audit

As per section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audits) Rules, 2014, as amended, the Board of Directors of your Company on recommendation of the Audit Committee, appointed M/s R. Nanabhoy & Co., Cost Accountants, Mumbai (Firm Registration No. 000010) as the Cost Auditors to carry out the cost audit of its products covered under the Ministry of Corporate Affairs Order dated June 30, 2014 (as amended on December 31, 2014) for the financial year 2016–17. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee and the requisite resolution for ratification of remuneration of Cost Auditors by the members has been set out in the Notice of the 25th Annual General Meeting of your Company.

The appointment of M/s R. Nanabhoy & Co., Cost Accountants, Mumbai is within the prescribed limits of Companies Act, 2013 and free from any disqualifications specified thereunder. Your Company is in receipt of the Certificate from the Cost Auditors confirming their independence and relationship on arm's length basis.

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013, the Board had appointed M/s Rathi & Associates, Company Secretaries, Mumbai to carry out Secretarial Audit for the financial year 2015–16. The report of the Secretarial Auditor is appended as annexure to this report. The report does not contain any qualification, reservation or adverse remark.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE  AUDITORS

There have been no instances of any fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205C of the Companies Act, 1956, the dividend/ interest/ refund of applications which remained unclaimed/ unpaid for a period of seven years from the date of transfer to unpaid dividend/ interest/ refund account was required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government and no claim shall lie against the Company.

Accordingly, the unclaimed/ unpaid dividend for the year 2007–08 which remained unpaid and unclaimed for a period of 7 years has been transferred by your Company to the IEPF.

Your Company updates the details of unclaimed/ unpaid dividend on its website viz., (www.jyothylaboratories.com) and

on MCA website (www.mca.gov.in) from time to time pursuant to the provisions of IEPF (Uploading of Information Regarding Unpaid and Unclaimed Amount Lying with Companies) Rules, 2012.

Further, the unpaid dividend amount pertaining to the financial year 2008–09 will be transferred to IEPF during the Financial Year 2016–17.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as prescribed under Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is appended as annexure to this Report.

EMPLOYEE RELATIONS

Your Company has always provided a congenial atmosphere for work to all employees that is free from discrimination and harassment. Employee relations remained cordial during the year under review.

PREVENTION OF SEXUAL HARASSMENT

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

FIXED DEPOSITS

Your Company did not accept/ renew any fixed deposits from public and no fixed deposits were outstanding or remained unclaimed as on March 31, 2016.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

With regard to the requirements of conservation of energy and technology absorption pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, your Company has nothing specific to report.

PARTICULARS OF EMPLOYEES

Particular of employees as required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended March 31, 2016 is given in a separate Annexure to this Report.

CAUTIONARY NOTE

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

ACKNOWLEDGEMENT

The Board of Directors express their sincere appreciation for the contribution and commitment of the employees of your Company and for the excellent support provided by the Shareholders, customers, distributors, suppliers, bankers, media and other Stakeholders, during the financial year under review.

For and on behalf of the Board of Directors

For Jyothy Laboratories Limited

M. P. Ramachandran

Chairman & Managing Director (DIN:00553406)

Place : Mumbai,

date : May 23, 2016

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