J. K. INVESTO TRADE (INDIA) LIMITED
Transcription
J. K. INVESTO TRADE (INDIA) LIMITED
J. K. INVESTO TRADE (INDIA) LIMITED BOARD OF DIRECTORS CONTENTS Pages SHRI GAUTAM HARI SINGHANIA (Chairman) Dr. VIJAYPAT SINGHANIA 1. Notice 2-3 SHRI NABANKUR GUPTA SHRI R. K. GANERIWALA 2. Directors’ Report 4 AUDIT COMMITTEE 3. Auditors’ Report 5-6 4. Balance Sheet 7 5. Profit and Loss Statement 8 SHRI NABANKUR GUPTA (Chairman) SHRI GAUTAM HARI SINGHANIA SHRI R. K. GANERIWALA COMPANY SECRETARY SHRI MUKESH DARWANI 6. Cash Flow Statement 9 BANKERS 7. Notes STATE BANK OF INDIA 10 - 21 PUNJAB NATIONAL BANK 8. Statement Pursuant to Section 212 (3) of the Companies Act, 1956 AUDITORS 22 LODHA & COMPANY CHARTERED ACCOUNTANTS 9. Accounts of Subsidiary J. K. Helene Curtis Limited REGISTERED OFFICE NEW HIND HOUSE, 3, NAROTTAM MORARJEE MARG, BALLARD ESTATE, MUMBAI – 400 001 TEL NO. : 66046000 FAX NO. : 22620052 WEBSITE : www.jkinvesto.com E-MAIL : [email protected] 23 - 44 REGISTRAR & SHARE TRANSFER AGENT LINK INTIME INDIA PRIVATE LIMITED C-13, PANNALAL SILK MILLS COMPOUND, L.B.S. MARG, BHANDUP (WEST), MUMBAI - 400 078 1 J. K. INVESTO TRADE (INDIA) LIMITED (CIN: U99999MH1947PLC005735) Registered Office: New Hind House, 3, N. M. Marg, Ballard Estate, Mumbai – 400 001 Email: [email protected]; Website: www.jkinvesto.com; Phone: 022-66046000; Fax: 022-22620052 NOTICE 66th ANNUAL GENERAL MEETING NOTICE is hereby given that the 66th Annual General Meeting of the members of J. K. INVESTO TRADE (INDIA) LIMITED will be held on Wednesday, July 9, 2014 at 3.00 p.m. at M.C. Ghia Hall, Bhogilal Hargovindas Building, 2nd floor, 18/20, Kaikhushru Dubash Marg, Mumbai – 400 001 to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements, together with Directors' Report as also the Auditors' Report thereon for the year ended March 31, 2014. 2. To appoint a Director in place of Shri Nabankur Gupta (DIN 00020125), who retires by rotation and being eligible, offers himself for re-appointment. 3. To re-appoint and to fix the remuneration of Messrs Lodha & Company, Chartered Accountants (Firm Registration No. 301051E) as statutory auditors of the Company from the conclusion of this meeting till the conclusion of the next Annual General Meeting. By Order of the Board For J. K. Investo Trade (India) Limited Date : 28th April, 2014 Place : Mumbai Mukesh Darwani Company Secretary NOTES: I. A MEMBER OF A COMPANY ENTITLED TO ATTEND AND VOTE AT A MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person cannot act as a proxy for any other person or shareholder. A instrument of proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of meeting. A proxy form is annexed herewith. Proxies submitted on behalf of the Companies, Societies etc., must be supported by an appropriate resolution/authority, as applicable. II. Members are requested to notify immediately any change in their address / bank mandate, if any, to their respective Depository Participants (DPs) in respect of their electronic share accounts and to the Registrar and Share Transfer Agent of the Company at Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (W), Mumbai – 400 078, in respect of their physical share folios. III. As a part of Green Initiatives, the members who wish to receive the notice/documents through e-mail, may kindly intimate their e-mail address to the Company at the registered office or to Link Intime India Pvt. Ltd. at their address. IV. Electronic copy of the Annual Report for 2014 is being sent to all the members whose email IDs are registered with the Company for communication purpose unless any member has requested for a hard copy of the same. V. Voting through electronic means The Company is pleased to offer e-voting facility as an alternate, to its Members for enabling them to cast their votes electronically and business may be transacted through e-voting services provided by Central Depository Services Limited (CDSL). E-voting is optional. The instructions for e-voting are as under: a) b) c) Open your web browser during the voting period from July 3, 2014 (9.30 a.m.) to July 5, 2014 (5.30 p.m.) and log on to the e-voting website www.evotingindia.com Click on “Shareholders” tab. Select the Electronic Voting Sequence Number - “EVSN” alongwith “J. K. Investo Trade (India) Limited” from the drop down menu and click on “SUBMIT.” 2 J. K. INVESTO TRADE (INDIA) LIMITED d) Fill up the following details in the appropriate boxes: User-ID For members holding shares in Demat Form For members holding shares in Physical Form For NSDL: 8 Character DP ID followed by 8 Digits Client ID (without space) Registered Folio Number For CDSL: 16 Digits Beneciary ID Password • • For shareholders who have voted before on CDSL’s e-voting system Enter your existing password For shareholders using the system the rst time Enter the unique password printed on the attendance slip Pan or Default Number* for Enter the unique password printed on the attendance slip Enter your 10 digit alphanumeric PAN issued by Income Tax Department Enter the Default JKIEV1234Z Number *Members who have not updated their PAN with the Company / Depository Participant are requested to use ‘Default Number’ in the PAN field. e) f) g) h) i) j) k) l) m) n) o) p) q) r) s) t) After entering these details appropriately, click on “SUBMIT” tab. Members holding shares in Physical form will then reach directly to the voting screen. Members holding shares in Demat form will now reach Password Change menu wherein they are required to mandatorily change their login password in the new password field. The new password has to be minimum eight characters consisting of atleast one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character. Kindly note that this password is to be also used by the Demat holders for voting for resolution of any other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. You can also update your mobile number and e-mail ID in the user profile details of the folio which may be used for sending communication(s) regarding CDSL e-voting system in future. For members holding shares in physical form, the password and default number can be used only for e-voting on the resolutions contained in this Notice. On the voting page, you will see Resolution Description and against the same the option 'YES/NO' for voting. Enter the number of shares (which represents number of votes) under YES/NO or alternatively you may partially enter any number in YES and partially in NO, but the total number in YES and NO taken together should not exceed your total shareholding otherwise your vote will not be counted. Click on the Resolution File Link if you wish to view the entire Notice. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote. Once you 'CONFIRM' your vote on the resolution, you will not be allowed to modify your vote. Institutional members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer at [email protected] with a copy marked to [email protected]. In case you have any queries or issues regarding e-voting, please contact [email protected] or [email protected]. The e-voting period commences on July 3, 2014 (9.30 a.m.) and ends on July 5, 2014 (5.30 p.m.). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date: May 30, 2014, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of May 30, 2014. Mr. Ashish C. Bhatt, Practicing Company Secretary (Membership No. F2956) has been appointed as the Scrutinizer to scrutinize the evoting process in a fair and transparent manner. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witness not in the employment of the Company and make a Scrutinizer Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company. The Results shall be declared on or after the AGM of the Company. The Results declared alongwith the Scrutinizer's Report shall be placed on the Company's website www.jkinvesto.com and on the website of CDSL within two (2) days of passing of the resolutions at the AGM of the Company. 3 J. K. INVESTO TRADE (INDIA) LIMITED DIRECTORS' REPORT th Your Directors are pleased to present the 66 Annual Report, together with the audited financial statements of the Company for the year ended 31st March, 2014. FINANCIAL RESULTS Rs. in Lacs Income during the year Depreciation Provision for taxation Profit after Tax Profit brought forward Transfer to Statutory Reserve Fund under RBI Act Profit as per Balance Sheet Year ended 31.3.2014 Year ended 31.3.2013 739.60 0.42 31.12 589.64 3002.01 117.93 3473.72 781.70 0.42 30.83 665.14 2469.90 133.03 3002.01 JOINT VENTURE COMPANY During the year under review the total revenue of joint venture company, J. K. Ansell Limited was Rs. 16448.38 lacs (Previous year Rs. 14586.44 lacs). The profit after tax was Rs. 1130.35 lacs (Previous year Rs. 1192.16 lacs). SUBSIDIARY As required under Section 212 of the Companies Act, 1956, the audited financial statements, along with the report of the Board of Directors and Auditors' Report thereon of the wholly owned subsidiary, J.K. Helene Curtis Limited, for the year ended on 31st March, 2014 are annexed. During the year under review, the total revenue of wholly owned subsidiary, J. K. Helene Curtis Limited, was Rs. 29437.47 lacs (Previous year 25256.43 lacs). The profit after tax was Rs. 1983.77 lacs (Previous year Rs. 2240.73 lacs). During the year under review, J. K. Helene Curtis Limited had incorporated “JKHC International (FZE)” as its Wholly-owned Subsidiary in United Arab Emirates. E-VOTING FACILITY The Company will offer e-voting facility, as an alternate, to its Members enabling them to cast their votes electronically at the general meetings or whenever the Company is required or decides to pass any resolution by way of postal ballot. E-voting is optional. ACCOUNTING STANDARDS The accounts have been prepared as per the applicable Accounting Standards and necessary disclosures have been made in the annual accounts. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that: i. in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period; iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. the annual accounts have been prepared on a going concern basis. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION ETC. Information pursuant to Section 217(1)(e) of the Companies Act, 1956 is not applicable. PERSONNEL There is no employee whose particulars are required to be furnished under Section 217(2A) of the Companies Act,1956. PUBLIC DEPOSIT The Company has not accepted any deposit from the public during the year under review. DIRECTORS Shri Gautam Hari Singhania, Director of the Company has been appointed as Chairman of the Board of Directors of the Company w.e.f. May 29, 2013, in place of Dr. Vijaypat Singhania. Shri R. K. Ganeriwala, Whole-time Director of the Company has resigned as Whole-time Director with effect from April 1, 2014. He will continue to remain as Non-Executive Director of the Company, liable to retire by rotation. Shri Nabankur Gupta, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. AUDITORS Your Company's Auditors, Messrs Lodha & Company, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. You are requested to appoint Auditors and fix their remuneration. ACKNOWLEDGEMENTS Your Directors would like to express their sincere appreciation of the co-operation and assistance received from the shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff during the year. For and on behalf of the Board Place : Mumbai Dated : 28th April, 2014 Gautam Hari Singhania Chairman 4 J. K. INVESTO TRADE (INDIA) LIMITED INDEPENDENT AUDITORS' REPORT To The Members of J.K. Investo Trade (India) Limited Report on the Financial Statements: We have audited the accompanying financial statements of J.K. Investo Trade (India) Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year then ended and a summary of the significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements: The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”) read with the general circular 15/2013 dt. 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors' Responsibility: Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion: In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014, (b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and (c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements: 1. As required by the Companies (Auditor's Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 2. As required by Section 227(3) of the Act, we report that: (a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. (c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. (d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act. (e) On the basis of the written representations received from the Directors as on 31st March, 2014 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2014 from being appointed as a Director in terms of clause (g) of subsection (1) of section 274 of the Act. For LODHA & COMPANY Chartered Accountants Firm Registration No. 301051E R.P. Baradiya Partner Membership No.44101 Mumbai April 28, 2014 5 J. K. INVESTO TRADE (INDIA) LIMITED ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF THE J. K. INVESTO (TRADE) INDIA LIMITED On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit, we state that: 1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. b) All the fixed assets have been physically verified by the management at regular intervals, which is reasonable considering the size and nature of its business. No discrepancies were noticed on such verification. c) No substantial part of the fixed assets has been disposed off by the Company during the year. 2. The Company does not have any inventory. Therefore, the provisions of clause 4(ii) of the Order are not applicable to the Company. 3. The Company has not granted / taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of clause 4 (iii) of the Order are not applicable to the Company. 4. There is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of shares and securities, fixed assets and for the sale of shares and securities. During the course of our audit, no major weakness has been noticed in the internal control system. 5. There is no transaction that needs to be entered into the register maintained pursuant to section 301 of the Act. 6. The Company has not accepted any deposits within the meaning of the Section 58A, 58AA or any other relevant provisions of the Act and the Rules framed there under and directions issued by the Reserve Bank of India. 7. The Company has an adequate internal audit system commensurate with the size and nature of its business. 8. As informed, the Central Government has not prescribed the maintenance of Cost records under Section 209(1) (d) of the Act in respect of service/activities carried out by the Company. 9. a) According to the records of the Company, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investors Education and Protection Fund, Employees' State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty, Cess and other material statutory dues with the appropriate authorities, to the extent applicable. According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2014 for a period of six months from the date they became payable. b) According to the information and explanations given to us, there are no dues of sales tax / income-tax / custom duty / wealth-tax / service tax/ excise duty / cess, which have not been deposited on account of any dispute, except as under: Nature of Dues Custom Duty Income Tax Period to which the amount relates Year 1991 A.Y. 2006-07 to A.Y. 2012-13 Amount (Rs.) 4,00,000 88,66,780 Forum where dispute is pending Custom, Excise and Service Tax Appellate Tribunal Income Tax Department CIT (Appeals) 10. The Company has no accumulated losses as at 31st March, 2014 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year. 11. As the Company has not borrowed any funds from financial institutions or banks, the provision of clause 4(xi) of the order is not applicable to the Company. 12. As the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, the provision of clause 4(xii) of the Order is not applicable to the Company. 13. As the Company is not a nidhi / mutual benefit fund/ society, the provisions of clause 4(xiii) of the order is not applicable to the Company. 14. The Company has kept adequate records of its transactions and contracts in respect of dealing in shares and other investments and timely entries have been made therein. The shares and other investments have been held in the name of the Company. 15. As the Company has not given any guarantee for loans taken by others from banks or financial institutions, the provision of clause 4(xv) of the order is not applicable to the Company. 16. As the Company has not availed any term loan during the year, the provision of clause 4(xvi) of the Order is not applicable to the Company. 17. As the Company has not raised any funds during the year, the provision of clause 4(xvii) of the Order is not applicable to the Company. 18. As the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, the provision of clause 4(xviii) of the Order is not applicable to the Company. 19. As the Company has not issued any debentures during the year, the provision of clause 4(xix) of the Order is not applicable to the Company. 20. As the Company has not raised any money by way of public issue during the year, the provision of clause 4(xx) of the Order is not applicable to the Company. 21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management. For LODHA & COMPANY Chartered Accountants Firm Registration No. 301051E R.P. Baradiya Partner Membership No.44101 Mumbai April 28, 2014 6 J. K. INVESTO TRADE (INDIA) LIMITED BALANCE SHEET AS AT 31ST MARCH, 2014 st As at 31 March, 2014 Place : Mumbai Dated : 28th April, 2014 st As at 31 March, 2013 J. K. INVESTO TRADE (INDIA) LIMITED ST PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31 MARCH, 2014 For the year ended 31st March, 2014 Place : Mumbai Dated : 28th April, 2014 8 For the year ended st 31 March, 2013 J. K. INVESTO TRADE (INDIA) LIMITED st CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2014 Year ended 31st March, 2014 Year ended 31st March, 2013 Notes: 1. The above cash flow statement has been prepared by using indirect method as per Accounting Standard 3 - Cash Flow Statement issued by the Institute of Chartered Accountants of India. 2. Cash and cash equivalents exclude balance in Term Deposit account, Preference Shares Redemption account and Unpaid Dividend account aggregating to `19,53,247 (Previous Year ` 20,19,094). 3. Previous year's figures have been regrouped / rearranged / recast, wherever necessary, to conform to current year's presentation. Place : Mumbai Dated : 28th April, 2014 9 J. K. INVESTO TRADE (INDIA) LIMITED Note 1 - Shareholders’ Funds - Share Capital As at 31st March, 2014 As at 31st March, 2013 20,000 6% Preference Shares of ` 100 each 40,000 14% 10-year Redeemable Preferences Shares of ` 100 each 74,00,000 Equity Shares of ` 10 each 73,22,200 Equtiy Shares of ` 10 each fully paid The company has only one class of equity share having par value of ` 10 each. Each shareholder is entitled to one vote per share. In the event of liquidation of the company, the holder of equity share will be entitled to receive any of the remaining assets of the company after distribution of all preferential amounts, if any. st As at 31 March, 2014 10 st As at 31 March, 2013 J. K. INVESTO TRADE (INDIA) LIMITED Note 2 - Shareholders’ Funds - Reserves and Surplus st As at 31 March, 2014 Reserves and Surplus st As at 31 March, 2013 Note 3 - Current Liabilities - Short Term Borrowings As at 31st March, 2014 As at 31st March, 2013 Note 4 - Current Liabilities - Other Current Liabilities As at 31st March, 2014 11 As at 31st March, 2013 J. K. INVESTO TRADE (INDIA) LIMITED Note 5 - Non Current Assets - Fixed Asset st st st st st 1 April, 2013 31 March, 2014 1 April, 2013 31 March, 2014 31 March, 2014 1st April, 2012 31st March, 2013 1st April, 2012 31st March, 2013 31st March, 2013 Note 6 - Non Current Assets - Non Current Investments (Long Term) As at 31st March, 2014 31st March, 2014 As at 31st March, 2013 31st March, 2013 ` 77,99,01,334; Previous Year ` 64,69,60,113 ) B. Details of Non Current Investments 31/3/2014 31/3/2013 12 31/3/2014 31/3/2013 31/3/2014 31/3/2013 J. K. INVESTO TRADE (INDIA) LIMITED Note 7 - Non Current Assets - Long Term Loans and Advances As at 31st March, 2014 As at 31st March, 2013 Note 8 - Current Assets - Current Investments As at 31st March, 2014 Current Investments As at 31st March, 2014 As at 31st March, 2013 As at 31st March, 2013 Details of Current Investments Note 9 - Current Assets - Trade Receivables As at st 31 March, 2014 13 As at st 31 March, 2013 J. K. INVESTO TRADE (INDIA) LIMITED Note 10- Current Assets - Cash and Bank Balances As at 31st March, 2014 As at 31st March, 2013 Note 11- Current Assets - Other Current Assets st As at 31st March, 2014 As at 31 March, 2013 Other Current Assets Note 12- Revenue from Operations Revenue from Operations For the year ended 31st March, 2014 For the year ended 31st March, 2013 Note 13- Other Income For the year ended 31st March, 2014 Other Income 14 For the year ended 31st March, 2013 J. K. INVESTO TRADE (INDIA) LIMITED Note 14- Employee Benefit Expenses For the year ended 31st March, 2014 Employee Benefit Expenses For the year ended 31st March, 2013 Note 15- Other Expenses For the year ended 31st March, 2014 Other Expenses For the year ended 31st March, 2013 NOTE 16 – SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2014 A SIGNIFICANT ACCOUNTING POLICIES I) General The financial statements are prepared on the basis of historical cost convention and on the accounting principles of a going concern, complying with the accounting standards referred under the Companies Act. All expenses and income to the extent ascertainable with reasonable certainty, considered payable and receivable, respectively, are accounted for on accrual basis. II) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and disclosure of contingent liabilities on the date of the financial statements and reported amount of revenue expenses for that year. Ultimate actual results may differ from those estimates. Any revision to accounting estimates is recognised prospectively. III) Fixed Assets All Fixed assets are stated at cost of acquisition, inclusive of inward freight, duties and taxes and other incidental expenses related to acquisition. All costs attributable to fixed assets are capitalised till the date they are installed and put to use. IV) Impairment of Assets At each balance sheet date, whether there is any indication that any asset may be impaired, the carrying value of such assets is reduced to its recoverable amount and the amount of such impairment loss is charged to profit and loss account. If at the balance sheet date there is any indication that a previously assessed impairment loss no longer exist, then such loss is reversed and the asset is restated to that effect. V) Depreciation Depreciation on Fixed assets is provided on Straight Line Method at the rates and in the manner specified in Schedule XIV to the Companies Act, 1956. VI) Investments Investments are classified into long-term and current investments. Long term investments are stated at cost less provision for diminution in value which is other than temporary. Current investments are valued at lower of the cost and realisable value. VII) Employee Benefits a) The Company makes regular monthly contribution to provident fund and pension fund and an annual contribution to superannuation fund all of which are based on a percentage of salary. b) Gratuity is provided on the basis of an actuarial valuation as at the year end and is not funded. c) Leave entitlements is accrued on the basis of an actuarial valuation as at the year end. VIII) Revenue Recognition Dividend income is accounted for in the year in which right to receive payment is established. Rent income is accounted as per the terms of the agreements. IX) Borrowing cost Borrowing cost attributable to acquisition and construction of qualifying assets are capitalised as a part of the cost of such assets up to the date 15 J. K. INVESTO TRADE (INDIA) LIMITED X) XI) B. 1. 2. 3. 4. 5. when such asset is ready for its intended use. Other borrowing costs are charged to the Profit and Loss Statement. Taxation a) Provision for current tax is made on the basis of the estimated taxable income for the current accounting year in accordance with the Income Tax Act, 1961. b) The deferred tax for timing differences between the book and tax profits for the year is accounted for using the tax rates and laws that have been enacted or substantively enacted as of the Balance Sheet date. Deferred tax assets arising from timing differences are recognised to the extent there is reasonable certainty that these would be realised in future and are reviewed for the appropriateness of their respective carrying values at each Balance Sheet date. c) Tax credit is recognised in respect of Minimum Alternate Tax (MAT) as per the provisions of the Income-tax Act, 1961 based on convincing evidence that the Company will pay normal Income-tax within the statutory time frame and is reviewed at each balance sheet date. Provision, Contingent Liabilities and Contingent Assets a) Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be outflow of resources. b) Contingent Liabilities (excluding those, liability whereof is not ascertainable) are not recognised but are disclosed in the notes forming part of accounts. c) Contingent Assets are neither recognised nor disclosed in the financial statements. NOTES FORMING PART OF ACCOUNTS Contingent liabilities not provided for in respect of: a) Claims against the Company, and interest thereon, if any, not acknowledged as debts: i) Demand for excess rent ` 8,34,48,488 (Previous Year ` 8,25,48,488) by National Textile Corporation Limited (NTC). The Bombay High Court, vide its order dated 15th July, 2009, has stayed the operation of order dated 13th February, 2006 passed by the Estate Officer of NTC, till the final disposal of the petition filed by the Company. ii) Demand of Thane District Central Co-operative Bank Limited for recovery of loan outstanding from ex-workmen ` 17,50,000 (Previous Year ` 17,50,000) against which equivalent amount of Bank guarantee has been provided by the Company. b) Disputed Income-tax / Wealth tax / Custom Duty demands under appeal, including interest up to the date of demand but excluding interest liability, if any, as may arise on conclusion of the following matters: i) Demand of disputed Wealth-tax ` 44,76,365 (Previous Year ` 44,76,365). ii) Demand of disputed Income-tax ` 38,85,698 (Previous Year ` 1,41,38,714). iii) Custom Duty matters estimated at ` 4,00,000 (Previous Year ` 4,00,000). The said demand, if paid, is recoverable from an associate. c) Interest of ` 1,40,10,000 (Previous Year ` 1,32,75,000), pending settlement, on certain inter corporate deposits. d) Other commitments: Nil. In terms of acquisition proceedings initiated by Thane Municipal Corporation, about 6,827.35 square meters ( previous year 6827.35 square meters ) of the Company's land at Thane costing ` 29,127 (Previous Year ` 29,127) was acquired for the purpose of widening of municipal roads. Necessary accounting effect for the same and for the compensation to be received there against, in cash or in kind, will be given in the year in which the compensation amount is finally settled. Conveyancing of Wadala leasehold land, sold in earlier years, in favour of M/s. Kalpak Development Corporation (purchaser)/ultimate acquirers is still pending in respect of part of the property. There are no Micro, Small and Medium Enterprises to whom the Company owes dues as at 31st March, 2014. This disclosure, takes into account, only those creditors who have responded to the enquiries made by the Company for the purpose of determining its creditors who are Micro and Small Enterprises as defined under Micro, Small and Medium Enterprises Development Act, 2006. This has been relied upon by the Auditors. Disclosure of interest in Joint Venture: Name of the Jointly controlled entity : J.K. Ansell Limited Country of Incorporation : India Ownership Interest : 10,00,000 equity shares of ` 10 each representing 50% of the paid up share capital. Share in the Contingent Liabilities : ` 9,24,110 (Previous year ` 28,77,477) Share in capital commitments : ` 1,09,23,414 (Previous year ` 1,19,23,039) Pariculars Assets Liabilities Income Expenses 6. Related parties disclosures : 1. Relationships: Current year ` 34,69,11,979 11,37,09,398 82,24,19,021 76,59,01,707 (a) Subsidiary Companies : J.K. Helene Curtis Limited and its subsidiary JKHC International (FZE) (b) Joint Ventures and other parties with whom the Company has entered in to transactions during the year : J.K. Ansell Limited (Joint Venture) Raymond Limited (c) Key Management Personnel : Mr. R.K.Ganeriwala (Whole-time Director) Note : Related party relationship is as indentified by the Company and relied upon by the Auditors. 16 Previous year ` 31,55,64,719 13,88,79,450 72,93,21,827 66,97,14,007 J. K. INVESTO TRADE (INDIA) LIMITED 6 Previous year's figures are shown in brackets. No amounts pertaining to related parties have been provided as doubtful debts or written back except stated above. 17 J. K. INVESTO TRADE (INDIA) LIMITED 7. Earning Per Share 8. Deferred Tax : ` 18 ` ` J. K. INVESTO TRADE (INDIA) LIMITED 9. Details of defined benefit plan, being gratuity as per actuarial valuation as on 31st March, 2014 10. Payment to Auditors : 31st March, 2014 ` 31st March, 2013 ` 11. As the Company's business activity falls within a single segment viz. 'Investment Activity', the disclosure requirements of Accounting Standard 17 'Segment Reporting' are not applicable. 12. Previous year's figures have been regrouped/rearranged/recasted, wherever necessary, to conform to the current year's presentation. Place : Mumbai Dated : 28th April, 2014 19 J. K. INVESTO TRADE (INDIA) LIMITED Note - 17 Current Year Amount Outstanding 20 Amount Outstanding J. K. INVESTO TRADE (INDIA) LIMITED Current Year Previous Year Current Year Previous Year 1 As defined in Paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions,1998. 2 Provisioning norms shall be applicable as prescribed in the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (ReserveBank) Directions, 2007. 3 All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also aassets acqured in satisfaction of debt. However, markest value in respect of quoted investment and break up/fair value NAV in respect of unquoted investments should be disclosed irrespective of whether they are classified as long term or current in column (4) above 21 22 Place : Mumbai Dated : 28th April, 2014 J.K. Helene Curtis Ltd. Shares of ` 10/- each fully paid Name of Subsidiary Company 31.03.2014 Subsidiary's Financial year ended on 9,80,000 100 No. of % of total Shares Held Paid-up Capital 88,27,11,039 ` MUKESH DARWANI Company Secretary 19,83,77,423 ` NIL ` - R. K. GANERIWALA Director GAUTAM HARI SINGHANIA Chairman For and on behalf of the Board ` For the previous Financial year since it became the holding Company's Subsidiary. For the Financial year of the Subsidiary For the Financial year of the Subsidiary For the previous Financial year since it became the holding Company's Subsidiary Prots dealt with or (Losses) provided in the Holding Company's accounts Net aggregate amount of the Subsidiary's prots after deducting its losses or vice-versa (so far as it concerns members of the Holding Company) Prots/(Losses) not dealt with in the Holding Company's accounts Extent of interest in the Subsidiary at the end of Financial Year of the Subsidiary STATEMENT PURSUANT TO SECTION 212(3) OF THE COMPANIES ACT, 1956 J. K. INVESTO TRADE (INDIA) LIMITED J. K. HELENE CURTIS LIMITED BOARD OF DIRECTORS SHRI GAUTAM HARI SINGHANIA (Chairman) DR. VIJAYPAT SINGHANIA SHRI NABANKUR GUPTA SHRI. H. SUNDER Accounts of the SubsidiarY CONTENTS Pages Directors’ Report .............................................................. 24 Compliance Certificate ..................................................... 25-26 Auditors’ Report ................................................................ 27-28 Balance Sheet .................................................................. 29 Statement of Profit and Loss ............................................ 30 Cash Flow Statement ....................................................... 31-32 Notes ................................................................................. 33-44 23 J. K. HELENE CURTIS LIMITED REPORT OF THE DIRECTORS TO THE MEMBERS, Your Directors have pleasure in placing before you their Fiftieth Annual Report for the year ended March 31, 2014. FINANCIAL RESULTS Profit before tax for the year under review was Rs. 29.57 crore as against Rs. 32.08 crore for the previous year. After making a provision for tax of Rs. 9.73 crore (Rs. 9.67 crore for the previous year), the net profit stood at Rs. 19.84 crore as compared to Rs. 22.41 crore Net profit for the previous year. OPERATIONS During the year under review, the gross turnover of the Company is higher by 17% and stood at Rs. 294.37 crore compared to Rs. 252.56 crore in the previous year. During the year under review, the Company had incorporated JKHC International (FZE), a wholly-owned subsidiary (WoS) in United Arab Emirates to tap the emerging Business opportunities in the overseas market. The Company has also increased its product portfolio by successfully launching Deo Shots, Mega Deo, and Beer Shampoo and all the existing products, have received encouraging response from the customers. FINANCE AND ACCOUNTS The Observations made by the Auditors in their Report has been clarified in the relevant notes forming part of the accounts, which are self explanatory. DIRECTORS Shri Gautam Hari Singhania, Director of the Company has been appointed as Chairman of the Board of Directors of the Company w.e.f. May 29, 2013, in place of Dr. Vijaypat Singhania. Dr. Vijaypat Singhania, Director retires by rotation, and being eligible, offers himself for reappointment. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that: (i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed; (ii) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; (iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Directors had prepared the annual accounts on a going concern basis. COMPLIANCE CERTIFICATE Pursuant to the proviso to Section 383A of the Companies Act, 1956, a certificate from a secretary in Whole-time practice in respect of compliance by the Company with all the provisions of the Companies Act, 1956 is attached to this Report. AUDITORS Your Company's Auditors, Messrs. A. F. Ferguson & Company, Chartered Accountants, retire and are eligible for reappointment. You are requested to appoint Auditors and fix their remuneration. STATUTORY INFORMATION Since the Company has no manufacturing facility, information pursuant to sub-section 1(e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not furnished. The Company has no employees in respect of whom the information as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is required to be given. Foreign Exchange Earnings was Nil and Foreign Exchange Outgo was Rs.18.31 lakhs. Your Company has not accepted any fixed deposit and, no amount of principal or interest was outstanding as of the Balance Sheet date. ACKNOWLEDGEMENT Your Directors express their warm appreciation to all the employees for their dedication and contribution. Your Directors also express their appreciation for the co-operation, support and valuable guidance received from banks, central and state government authorities, customers, and suppliers. For and on behalf of the Board Gautam Hari Singhania Chairman Place : Mumbai Date : 28th April, 2014 24 J. K. HELENE CURTIS LIMITED COMPLIANCE CERTIFICATE Company No: 11- 12865 Nominal Capital: 100 Lacs To, The Members J. K. Helene Curtis Limited New Hind House, Narottam Morarji Marg, Ballard Estate, Mumbai – 400 001 I have examined the registers, records, books and papers of J. K. Helene Curtis Limited as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the year ended on 31st March, 2014. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the company, its officers and agents, I certify that in respect of the aforesaid financial year. 1. The company has kept and maintained all registers as stated in Annexure 'A' to this certificate, as per the provisions and the rules made there under and all entries therein have been duly recorded. 2. The company has filed the forms and returns as stated in Annexure 'B' to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities. 3. The company being public limited, the provisions of section 3(1) (iii) are not applicable. 4. The Board of Directors duly met four times on 25/04/2013, 24/07/2013, 22/10/2013 and 20/01/2014 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. 5. The company has not closed its Register of Members, during the financial year under review. 6. The Annual General Meeting for the financial year ended on 31/03/2013 was held on 25/06/2013 after giving due notice to the members of the company and the resolutions passed there at were duly recorded in Minutes Book maintained for the purpose. 7. No Extra Ordinary General Meeting was held during the financial year under review. 8. The Company has not advanced any loans to its Directors or persons or firms or companies referred to under section 295 of the Act. 9. The Company has not entered into any contracts falling within the purview of section 297 of the Act. 10. The Company has made necessary entries in the Register maintained under section 301 of the Act. 11. As there were no instances falling within the purview of Section 314 of the Act, the company has not obtained any approvals from the Board of Directors, members and previous approval of the Central Government pursuant to section 314 of the Act during the financial year under review. 12. The Board of Directors has not approved any issue of duplicate share certificates during the financial year under review. 13. The company has: a. Not made any transfer/transmission and allotment of securities during the financial year. b. Not declared any dividend/interim dividend during the financial year under review. c. No dividend was declared during the year under review hence payment/posting of dividend warrant does not arises. d. The Company is not having any unclaimed dividend amount, application money due for refund, matured deposit, matured debentures and interest accrued thereon which is required to be transferred to Investor Education and Protection Fund; e. Duly complied with the requirements of Section 217 of the Act 14. The Board of Directors of the company is duly constituted. 15. The Company has not appointed any Managing Director / Whole Time Director / Manager during the financial year under review. 16. The Company has not appointed any sole-selling agents during the financial year under review. 17. The Company did not seek any approvals of the Central Government, Company Law Board, Regional Director, Registrar of Companies during the financial year under review. 18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. 19. The Company has not issued any shares/ debentures/other securities during the financial year. 20. The Company has not bought back any shares during the financial year under review. 21. The Company has not redeemed any preference shares/debentures during the financial year under review. 22. There were no transactions necessitating the company to keep in abeyance the right to dividend, right shares, and bonus shares pending registration of transfer of shares. 23. The Company has not invited/accepted any deposits falling within the purview of Section 58A and 58AA of the companies Act, 1956 during the financial year. 24. The amount borrowed by the company from Directors, members, public, financial institutions, banks and others during the year ended 31/03/2014 are within the borrowing limits of the Board of Directors of the Company. 25. The Company has made investments in compliance with the provisions of the Act and has made necessary entries in the register kept for the purpose during the year under review. But the Company has not made any loans or advances or given guarantees or provided securities to other bodies corporate. 26. The Company has not altered the provisions of the memorandum with respect to situation of the company's registered office from one state to another during the year under scrutiny. 25 J. K. HELENE CURTIS LIMITED 27. 28. 29. 30. 31. 32. 33. The Company has not altered the provisions of the Memorandum with respect to the objects of the company during the year under scrutiny. The Company has not altered the provisions of the Memorandum with respect to name of the company during the year under scrutiny. The Company has not altered the provisions of the Memorandum with respect to share capital of the company during the year under scrutiny. The Company has not altered its Articles of Association during the financial year. There was no prosecution initiated against or show cause notices received by the Company, during the financial year, for offences under the Act. The provisions of Section 417(1) of the Act are not applicable, as the Company has not collected any security deposits from the employees of the Company during the year under scrutiny. The Company is regularly depositing both the employer and employee contribution to provident fund authority but not created any trust under section 418 of the Act. For Ashish Bhatt & Associates Ashish Bhatt Practicing Company Secretary C.P. No. 2956 Place : Thane Date : April 28, 2014 Annexure A Registers as maintained by the Company: 1. 2. 3. 4. 5. 6. 7. Register of Members u/s 150 of the Act. Register of Directors u/s 303 of the Act. Register of Directors shareholding u/s. 307 of the Act. Register of Charges u/s 143 of the Act. Minutes of the General Meeting & Board Meetings u/s 193 of the Act. Register of Attendance for Board Meetings. Register of Investments u/s 372A of the Act Annexure B Forms and Returns as filed by the Company, during the financial year ended 31st March 2014: 1. 2. 3. 4. Annual Return (Schedule V) made up to 25/06/2013 was filed on 14/08/2013. Balance Sheet (Schedule VI) for the year ending 31/3/2013 & adopted at the Annual Meeting held on 25/06/2013 was filed on 16/07/2013. Compliance certificate for the financial year ended 31/03/2013 was filed on 02/07/2013. Form 23 for Payment of Commission to Non-Executive Director was filed on 28/06/2013. For Ashish Bhatt & Associates Ashish Bhatt Practicing Company Secretary C.P. No. 2956 Place : Thane Date : April 28, 2014 26 J. K. HELENE CURTIS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF J. K. HELENE CURTIS LIMITED Report on the Financial Statements 1. We have audited the accompanying financial statements of J. K. HELENE CURTIS LIMITED(“the Company”), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements 2. The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (“the Act”) (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors' Responsibility 3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 4. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion 5. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014; (b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. Report on Other Legal and Regulatory Requirements 6. As required by the Companies (Auditor's Report) Order, 2003 (“the Order”) issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 7. As required by Section 227(3) of the Act, we report that: (a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. (c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. (d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs). (e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act. For A. F. FERGUSON & CO. Chartered Accountants (Firm's Registration No. 112066W) Rajesh K Hiranandani Partner (Membership No. 36920) MUMBAI, April 28,2014 27 J. K. HELENE CURTIS LIMITED ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph 6 under 'Report on Other Legal and Regulatory Requirements' Section of our report of even date) (i) Having regard to the nature of the Company's business/activities/result, clauses (vi), (viii), (x), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xviii), (xix) and (xx) of the Order are not applicable. (ii) In respect of its fixed assets: (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets. (b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification. (c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company. (iii) In respect of its inventory: (a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals. (b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business. (c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. (iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. (v) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods. During the course of our audit, we have not observed any major weakness in such internal control system. (vi) In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956. (vii) In our opinion, the internal audit functions carried out during the year by firms of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business. (viii) According to the information and explanations given to us, in respect of statutory dues: (a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities, although there have been delays in few cases. (b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable. (c) Details of dues not deposited as at 31st March, 2014 on account of disputes, which relate to Income-tax, Sales Tax and Excise Duty, are given below: (IX) (X) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have prima facie not been used during the year for long- term investment. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year. For A. F. FERGUSON & CO. Chartered Accountants (Firm's Registration No. 112066W) Rajesh K Hiranandani Partner (Membership No. 36920) MUMBAI, April 28,2014 28 J. K. HELENE CURTIS LIMITED BALANCE SHEET AS AT 31ST MARCH, 2014 ( Rs. in lakhs) Notes Particulars As at 31st March, 2014 As at 31st March, 2013 A EQUITY AND LIABILITIES (i) Shareholders’ funds (a) Share capital (b) Reserves and surplus 2 3 98.00 105,94.00 106,92.00 98.00 86,10.23 87,08.23 Non-current liabilities Long-term provisions 4 32.48 40.12 (iii) Current liabilities (a) Trade payables (b) Other current liabilities (c) Short-term provisions 5 6 7 27,38.86 4,14.89 12.68 31,66.43 29,52.65 3,40.85 14.12 33,07.62 138,90.91 120,55.97 3,83.44 19.32 77,84.30 6.70 1,63.56 83,57.32 2,71.84 57,53.60 17.66 2,06.68 62,49.78 89.47 22,34.50 10,48.86 15,25.58 6,20.00 15.18 55,33.59 16,00.65 22,41.58 13,53.69 3,53.71 2,56.44 0.12 58,06.19 138,90.91 120,55.97 (ii) TOTAL B ASSETS (i) Non-current assets (a) Fixed assets - Tangible assets - Capital work-in-progress (b) Non-current investments (c) Deferred tax asset (net) (d) Long-term loans and advances 9 10 11 Current assets (a) Current investments (b) Inventories (c) Trade receivables (d) Cash and bank balances (e) Short-term loans and advances (f) Other current assets 12 13 14 15 16 17 (ii) 8 TOTAL See accompanying notes forming part of the financial statements 1-33 In terms of our report attached On behalf of the Board For A. F. Ferguson & Co. Chartered Accountants Gautam Hari Singhania Chairman Rajesh K Hiranandani Partne Partner H. Sunder Director Mumbai, April 28, 2014 Mumbai, April 28, 2014 29 J. K. HELENE CURTIS LIMITED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2014 ( Rs. in lakhs) Particulars A B C Revenue from operations Other income Total revenue (A + B) D Expenses: (a) Purchases of traded goods (b) Decrease in inventories of traded goods (c) Employee benefits expense (d) Depreciation, amortisation and impairment (See note 8) (e) Other expenses Notes 18 19 20 21 22 Total expenses E Profit before tax (C - D) F Tax expense: (a) Current tax (b) Deferred tax G H 10 Profit for the year (E - F) Earnings per equity share(in Rs.): (Nominal value of equity share Rs. 10 per share) (a) Basic (b) Diluted As at 31st March, 2014 As at 31st March, 2013 291,05.90 3,31.57 294,37.47 248,91.32 3,65.11 252,56.43 164,48.15 7.08 18,44.42 58.20 81,22.89 134,74.04 55.82 15,21.59 40.40 69,56.23 264,80.74 220,48.08 29,56.73 32,08.35 9,62.00 10.96 9,72.96 9,75.00 (7.38) 9,67.62 19,83.77 22,40.73 202.43 202.43 228.65 228.65 31 See accompanying notes forming part of the financial statements 1-33 In terms of our report attached On behalf of the Board For A. F. Ferguson & Co. Chartered Accountants Gautam Hari Singhania Chairman Rajesh K Hiranandani Partne Partner H. Sunder Director Mumbai, April 28, 2014 Mumbai, April 28, 2014 30 J. K. HELENE CURTIS LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014 ( Rs. in lakhs) As at 31st March, 2014 Particulars A Cash flow from operating activities Profit before tax Adjustments for: Depreciation, amortisation and impairment Fixed assets written off Interest income Dividend from non-current investments Dividend from current investments Profit from sale of current investments Interest on Income tax refund (Profit) / Loss on sale of fixed assets (net) Diminution in value of current investments Provision for doubtful Trade receivables Loans and advances written off Provision for compensated absences As at 31st March, 2013 29,56.73 32,08.35 58.20 4.43 (35.51) (23.28) (1,09.19) (1.10) (8.01) 38.14 (3.72) (7.02) (87.06) 40.40 (9.33) (33.25) (2,30.82) (19.87) (47.95) 10.57 7.09 5.13 (2,78.03) 28,69.67 29,30.32 7.08 3,08.55 (3,60.53) 17.99 (26.91) 55.82 (2,75.47) (34.83) 15.88 (2,38.60) (2,13.79) 74.03 (1,39.76) 8,99.49 37.25 9,36.74 Cash flow from operations Direct tax paid (net of refund) (9,35.26) (9,86.86) Net cash flow from operating activities 17,67.74 26,41.60 (1,93.25) 1.02 (127.61) (1,26.67) 50.17 (10,00.00) (20,30.70) (33,50.19) (9.00) 99.00 - 10,00.00 23.28 1,09.19 1.10 20.45 (12,05.52) 6,00.00 33.25 2,30.82 19.87 17.39 (34,26.36) Operating profit before working capital changes Changes in working capital: Adjustments for (increase) / decrease in operating assets: Inventories Trade receivables Short-term loans and advances Long-term loans and advances Adjustments for increase / (decrease) in operating liabilities: Trade payables Other current liabilities B Cash flow from investing activities: Purchase of fixed assets Proceeds from sale of fixed assets Purchase of current investments other than considered in cash and cash equivalents Purchase of non-current investments Maturity Proceeds of deposits with banks other than considered in cash and cash equivalents Deposits Placed with banks other than considered in cash and cash equivalents Proceeds from sale/redemption of current investments other than considered in cash and cash equivalents Dividend from non-current investments Dividend from current investments Profit from sale of current investments Interest received Net cash used in investing activities 31 J. K. HELENE CURTIS LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014 (Continued) ( Rs. in lakhs) As at As at 31st March, 2014 31st March, 2013 Particulars C Cash flow from financing activities: Dividend paid Corporate dividend tax paid Net cash used in financing activities Net increase/(decrease) in cash and cash equivalents (A+B+C) Cash and cash equivalents at the commencement of the year, comprising : Cash on hand Balances with banks Balance of term deposits linked to current accounts Add: Current investments considered as part of cash and cash equivalents (See note 12) Cash and cash equivalents at the end of the year, comprising : Cash on hand Balances with banks in current accounts Balance of term deposits linked to current accounts Add: Current investments considered as part of cash and cash equivalents (See note 12) Net increase/(decrease) in cash and cash equivalents - (49.00) (7.95) (56.95) 5,62.22 (8,41.71) 0.86 1,99.87 152.28 3,53.01 6,00.65 1.27 95.93 71.44 1,68.64 16,26.73 9,53.66 17,95.37 0.88 2,62.96 12,52.04 15,15.88 - 0.86 1,99.87 1,52.28 3,53.01 6,00.65 15,15.88 9,53.66 5,62.22 0.01 (8,41.71) (0.00) In terms of our report attached On behalf of the Board For A. F. Ferguson & Co. Chartered Accountants Gautam Hari Singhania Chairman Rajesh K Hiranandani Partne Partner H. Sunder Director Mumbai, April 28, 2014 Mumbai, April 28, 2014 32 J. K. HELENE CURTIS LIMITED Notes to the financial statements for the year ended 31st March, 2014 (1) (i) Significant accounting policies Basis of accounting The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of the Companies Act, 1956 (“the 1956 Act”) (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 (“the 2013 Act”) in terms of General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs) and the relevant provisions of the 1956 Act/ 2013 Act, as applicable. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year. (ii) Use of Estimates The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise. (iii) Fixed assets Fixed assets are stated at cost of acquisition inclusive of inward freight, duties and taxes (other than subsequently recoverable from tax authorities) and other incidental expenses related to acquisition. Fixed assets are capitalised from the date they are installed and put to use. (iv) Depreciation and amortisation The Company provides depreciation on the straight line method at the rates prescribed in Schedule XIV to the Companies Act, 1956, except in respect of Moulds the rate of depreciation is 16.21% and in respect of Mobile phones and Tablets the rate of depreciation is 50%. Software is amortised over a period of 36 months. (v) Inventories Inventories are valued at lower of cost and net realisable value after providing for obsolence and other losses, where considered necessary. In determining cost the first-in-first out method of valuation is used. Cost includes all charges, including non-refundable taxes, for bringing the inventories to the point of sale. (vi) Investments Non-Current investments are stated at cost. Provision for diminution in value is made where the decline in value is other than temporary in nature. Current investments are stated at lower of cost and fair value. (vii) Revenue recognition (a) Revenue from sales is recognized when the significant risks and rewards of ownership of the goods are transferred to the customers, which generally coincides with the delivery of goods to customers, and excludes sales tax and value added tax. Sales are net of sales returns. (b) Interest income is recognized on a time proportion basis. (c) Interest on income-tax refunds is accounted for on receipt basis. (d) Dividend income is recognised when the right to receive payment is established. (viii) Advertisement costs Expenditure on advertisement is charged to revenue in the year in which it is incurred. (ix) Employee benefits (a) Short term employee benefits are recognised as an expense at the undiscounted amount in the statement of profit and loss of the year in which the related service is rendered. (b) Long term benefits: (i) Defined contribution plans: Provident and family pension fund The eligible employees of the company are entitled to receive post employment benefits in respect of provident and family pension fund, in which both employees and the Company make monthly contributions at a specified percentage of the employees’ eligible salary (currently 12% of employees’ eligible salary). The contributions are made to the Regional Provident Fund Commissioner. Provident Fund and Family Pension Fund are classified as Defined Contribution Plans as the Company has no further obligations beyond making the contribution. Superannuation The eligible employees of the company are entitled to receive post employment benefits in respect of superannuation scheme in which the Company makes yearly contribution at 13% of employees' eligible salary. The contributions are made to Life Insurance Corporation of India (LIC) under Superannuation Scheme. Superannuation Scheme is classified as Defined Contribution Plan as the Company has no further obligations beyond making the contribution.The Company’s contributions to the Defined Contribution Plans are charged to the statement of profit and loss as incurred. (ii) Defined benefit plan - Gratuity The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides a lump sum payment to vested employees, at retirement, death while in employment or on termination of employment, of an amount equivalent to 15 days salary payable for each completed year of continuous service or part thereof in excess of six months on the basis of last drawn eligible salary. Vesting occurs upon completion of five years of service. The Company makes annual contribution to gratuity fund established as a trust for this purpose. The Company accounts for gratuity benefits payable in future based on an independent actuarial valuation carried out as at the year end. Actuarial gains and losses are recognised in the statement of profit and loss. (iii) Other long-term benefit plan - Compensated absences The Company provides for encashment of leave or leave with pay subject to certain rules. The employees are entitled to accumulate leave subject to certain limits for future encashment/availment. The liability is provided based on the number of days of unutilised leave at each balance sheet date on the basis of an independent actuarial valuation. Actuarial gains and losses are recognised in the statement of profit and loss. 33 J. K. HELENE CURTIS LIMITED (x) Foreign currency transactions Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. In respect of monetary items denominated in foreign currencies, exchange differences arising out of settlement or on conversion at the closing rate are recognised in the statement of profit and loss. (xi) Taxation Tax expense comprises of current tax and deferred tax. (a)Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Incometax Act, 1961. (b)Deferred tax is recognised on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantially enacted as at the reporting date. Deferred tax assets are recognised only to the extent reasonable certainty exists that the assets can be realised in future. However, where there is unabsorbed depreciation or carry forward of losses under taxation laws, deferred tax assets are recognised only if there is virtual certainty of realisation of such assets. Deferred tax assets are reviewed as at each Balance Sheet date for their realisability (xii) Cash Flow Statement Cash flows are reported using the indirect method, whereby profit before extra-ordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information. (xiii) Provisions, Contingent Liabilities and Contingent Assets Provisions are recognised only when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate of the amount of the obligation can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the notes to the financial statements. Contingent Assets are not recognised in the financial statements, since this may result in the recognition of income that may never be realised. 2. Share Capital As at 31st March, 2014 As at 31st March, 2013 The entire equity shares are held by J. K. Investo Trade (India) Limited, a holding company, and its nominees. The Company has only one class of shares, namely, equity shares. The Company has one class of Equity Shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. 3. Reserves and surplus As at 31st March, 2014 34 As at 31st March, 2013 J. K. HELENE CURTIS LIMITED 4. Long term provisions (Rs. in lakhs) As at 31st March, 2014 Particulars Provision for compensated absences Total As at 31st March, 2013 32.48 40.12 32.48 40.12 5. Trade Payables (Rs. in lakhs) As at 31st March, 2014 Particulars As at 31st March, 2013 Trade payables - Due to micro and small enterprises (See footnote) - Others Total 8,33.75 339.47 19,05.11 26,13.18 27,38.86 29,52.65 The disclosure in respect of Micro and Small Enterprises to whom the Company owes dues as at the year end takes into account only those creditors who have responded to the enquiries made by the Company for the purpose of determining its creditors who are micro and small enterprises as defined under Micro, Small and Medium Enterprises Development Act, 2006. There is no delay in making payments to Micro and Small Enterprises beyond the appointed day. 6. Other current liabilities (Rs. in lakhs) As at 31st March, 2014 Particulars Deposits from dealers and agents Advances received from customers Others - Statutory dues - Gratuity Total As at 31st March, 2013 56.00 88.58 61.00 60.95 2,70.31 - 2,04.10 14.80 4,14.89 3,40.85 7. Short term provisions (Rs. in lakhs) As at 31st March, 2014 Particulars Provision for compensated absences Income tax provision net of advance tax there against Total 35 As at 31st March, 2013 12.06 0.62 11.44 2.68 12.68 14.12 J. K. HELENE CURTIS LIMITED 8. Fixed Assets ( Rs. in lakhs) Gross block Particulars Balance as at 1st April, 2013 Additions Depreciation, amortisation and impairment Disposals Balance as at Balance as at 31st March, 2014 1st April, 2013 Net block Charge for the On disposals Balance as at year 31st March, 2014 Balance as at Balance as at 31st March, 2014 31st March, 2013 A Tangible Assets Plant and equipment Office equipment Furniture and fixtures Vehicles Total B Intangible Assets Computer software Total Total Previous year 1,89.39 (129.79) 1,14.25 (88.64) 89.32 (56.68) 57.81 (62.52) 1,45.21 (59.60) 25.05 (25.70) 4.98 (32.82) - 5.47 4.53 (0.09) 1.85 (0.18) (4.71) 3,29.13 (189.39) 1,34.77 (114.25) 92.45 (89.32) 57.81 (57.81) 68.99 (51.65) 56.20 (42.74) 26.34 (22.68) 27.40 (25.50) 28.12 (17.34) 19.07 (13.48) 5.17 (3.73) 5.84 (5.84) 2.32 3.17 (0.02) 0.92 (0.07) (3.94) 94.79 (68.99) 72.10 (56.20) 30.59 (26.34) 33.24 (27.40) 2,34.34 62.67 - 4,50.77 (3,39.35) 1,75.24 (1,18.12) 11.85 (6.70) 6,14.16 (4,50.77) 1,78.93 (1,43.01) 58.20 (40.40) 6.41 (4.48) 2,30.72 (1,78.93) 3,83.44 - 61.86 24.57 - (120.40) (58.05) (62.98) (30.41) (2,71.84) 31.50 - - 31.50 31.50 - - 31.50 - - (31.50) 31.50 (31.50) - - (31.50) 31.50 (31.50) (31.50) 31.50 (31.50) - - (31.50) 31.50 (31.50) - - 4,82.27 (3,70.85) 175.24 (1,18.12) 11.85 (6.70) 6,45.66 (4,82.27) 2,10.43 (1,74.51) 58.20 (40.40) 6.41 (4.48) 2,62.22 (210.43) 3,83.44 - - 9. Non Current investments As at 31st March, 2014 Total 227.12 36 As at 31st March, 2013 J. K. HELENE CURTIS LIMITED 10. Deferred tax (net) as at 31st March, 2013 as at 31st March, 2014 11. Long term loans and advances (unsecured considered good, unless stated otherwise) As at 31st March, 2014 As at 31st March, 2013 As at 31st March, 2014 As at 31st March, 2013 As at 31st March, 2014 As at 31st March, 2013 12. Current investments 13. Inventories (valued at lower of cost and net realisable value) 37 J. K. HELENE CURTIS LIMITED 14. Trade receivables (unsecured, unless stated otherwise) As at st 31 March, 2014 As at st 31 March, 2013 51.05 27.62 38.94 11.13 15. Cash and bank balances As at 31st March, 2014 As at 31st March, 2013 Bank deposits with original maturity more than three months [includes receipts of Rs. 0.35 lakh (as at 31.03.2013 :0.35 lakh) endorsed in favour of sales tax authorities] 16. Short term loans and advances (unsecured, considered good, unless sated otherwise) As at st 31 March, 2014 As at st 31 March, 2013 17. Other current assets As at st 31 March, 2014 38 As at st 31 March, 2013 J. K. HELENE CURTIS LIMITED 18. Revenue from operations Year ended 31st March, 2014 Year ended 31st March, 2013 Year ended st 31 March, 2014 Year ended st 31 March, 2013 Year ended 31st March, 2014 Year ended 31st March, 2013 Year ended 31st March, 2014 Year ended 31st March, 2013 19. Other income 20. Decrease in inventories of traded goods 21. Employee benefits expense 39 J. K. HELENE CURTIS LIMITED 22. Other expenses Year ended st 31 March, 2014 Year ended st 31 March, 2013 Year ended st 31 March, 2014 Year ended st 31 March, 2013 Year ended 31st March, 2014 Year ended 31st March, 2013 23. Contingent liabilities and commiements 24. Auditors’ remuneration (excluding service tax) 40 J. K. HELENE CURTIS LIMITED 25. Value of imports calculated on C.I.F. basis Year ended 31st March, 2014 Year ended 31st March, 2013 Year ended 31st March, 2014 Year ended 31st March, 2013 26. Expenditure in foreign Currency 27. As the Company's business activity falls within a single segment viz. 'Cosmetics and toiletries' and the sales being in the domestic market, the disclosure requirements of Accounting Standard 17 'Segment Reporting' are not applicable. 28. Details of the purchase and sale of traded goods Year ended 31st March, 2014 29. Related parties disclosures 41 Year ended 31st March, 2013 J. K. HELENE CURTIS LIMITED (2) Transactions carried out with the related parties in (1) above, in ordinary course of business : Nature of transactions Referred in 1(a) above Sales of goods Raymond Limited ( Rs. in lakhs) Related parties Referred in Referred in Referred in 1(b) above 1(c) above 1(d) above Total (-) 1,87.48 (1,91.03) (-) (-) 1,87.48 (1,91.03) Raymond Apparel Limited (-) 1,12.55 (1,13.56) (-) (-) 1,12.55 (1,13.56) - J.K.Ansell Limited (-) 0.52 (0.57) (-) (-) 0.52 (0.57) (-) (-) (-) (-) 11.73 (13.92) 2,81.56 (1,50.48) 1.66 (3.39) (9.29) (-) (-) (-) (-) (-) (-) (-) (-) 11.73 (13.92) 2,81.56 (1,50.48) 1.66 (3.39) (9.29) (-) 32.20 (21.39) (-) Expenses - Raymond Limited - Royalty paid - Rent and other service charges paid - Purchase of merchandise - Reimbursement of expenses received - Raymond Apparel Limited - Purchase of merchandise - J.K.Ansell Limited - Reimbursement of expenses received (-) 14.41 (14.89) (-) (-) (-) Directors' fees Commission to non-executive directors - JKHC International FZE - Expenses paid on behalf of the subsidary Investment in Shares - JKHC International FZE 14.41 (14.89) 7.47 (-) (-) 7.47 (-) (-) 27.07 (-) (-) 27.07 (-) (-) (-) (-) (0.20) (0.20) (-) (-) (-) 90.00 (26.97) 90.00 (26.97) (-) 14.68 (23.87) (-) (-) 14.68 (23.87) (-) (-) (-) 90.00 (26.97) 90.00 (26.97) (-) 29.56 (15.99) (-) (-) 29.56 (15.99) (-) (-) 7.47 (-) (-) 7.47 (-) - Directors Receivable - Raymond Limited - JKHC International FZE 32.20 (21.39) (-) Outstandings Payable - Raymond Limited - J.K.Ansell Limited (-) (-) - 14.03 - - 14.03 (-) (-) (-) (-) (-) - - - - - (-) (5.37) (-) (-) (5.37) - Raymond Apparel Limited 42 J. K. HELENE CURTIS LIMITED 30. Employee benefits (1) Defined Contribution Plans Contribution to Defined Contribution Plans, recognized in the statement of profit and loss for the year, under employee benefits expense in note 21. ( Rs. in lakhs) Year ended st 31 March, 2014 Particulars (i) Employer's Contribution to Provident Fund (ii) Employer's Contribution to Family Pension Fund (iiii) Employer's Contribution to Superannuation Fund (2) 36.52 18.58 5.93 Defined Benefit Plans: Gratuity - as per actuarial valuation as at the year end (based on Projected Unit Credit Method) (i) (ii) 13.79 8.45 (7.96) (20.73) (6.45) 10.71 7.47 (6.60) 13.19 24.77 Actual Contribution and Benefit Payments for the year (a) Actual benefit payments (b) Actual Contributions (16.87) 28.36 (14.17) 22.73 90.22 110.23 20.01 106.36 91.56 (14.80) 106.36 13.80 8.45 89.47 10.71 7.47 (iv) Change in Defined Benefit Obligations (DBO) during the year (a) Present Value of DBO at beginning of the year (b) Current Service cost (c) Interest cost (d) Actuarial losses/(gains) (e) Benefits paid Present Value of DBO at the end of the year (21.52) (16.87) 90.22 12.88 (14.17) 106.36 91.56 7.96 76.76 6.60 (0.79) 28.36 (16.87) 110.22 (0.36) 22.73 (14.17) 91.56 - 27.87 Change in Fair Value of Assets during the year (a) (b) (c) (d) (e) Plan assets at beginning of the year Expected return on plan assets Actuarial gains/(losses) Actual Company contributions Fair value of benefits paid Fair value of plan assets at end of the year (vi) Contribution expected to be paid next year (vii) Actuarial Assumptions (a) Discount rate (b) Expected rate of return on plan assets (c) Salary escalation rate (d) Mortality table (viii) Year ended 31st March, 2013 Components of employer expenses (a) Current Service cost (b) Interest cost (c) Expected return on plan assets (d) Actuarial Losses/(Gains) Total expenses recognised in the Statement of Profit and Loss (iii) Net asset/(liability) recognised in the balance sheet (a) Defined Benefit Obligation (b) Fair value of plan assets Net liability recognised in balance sheet (v) 23.20 15.32 6.34 ( Rs. in lakhs) Year ended 31st March, 2014 Particulars Year ended st 31 March, 2013 The major categories of plan assets as percentage of total plan assets (a) Balances with banks (b) Insurer Managed Funds 9.10% 8.70% 7.50% India Assured Lives Mortality (2006-08) ulimate 8.35% 8.60% 7.50% India Assured Lives Mortality (2006-08) ulimate 100.00% 20.00% 80.00% Notes: (a) The expected rate of return on plan assets is based on the average long term rate of return expected on investments of the fund during the estimated term of the obligations. (b) The assumption of future salary increases, considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors. (c) Further break up of investments is not provided by the insurer. 43 J. K. HELENE CURTIS LIMITED 30. Employee benefits (Continued) st st 31 March, 2014 31 March, 2013 st 31 March, 2012 st st 31 March, 2011 31 March, 2010 Year ended st 31 March, 2014 Year ended st 31 March, 2013 31. Earnings per equity share 32. The Members at the annual general meeting held on June 25, 2013 have approved commission of a sum not exceeding 3% (including service tax) of the annual net profits of the Company computed in accordance with the provisions of Sections 198, 349 and 350 of the Companies Act, 1956 be paid to Non-Executive Directors of the Company in such proportion and manner as may be decided by the Board of Directors, for a period of 3 years commencing from April 1, 2012 to March 31, 2015. Pending such approval, an amount of Rs. 26.97 lakhs (including service tax) was provided in the financial statements for the year ended March 31, 2013. The amount provided in the current year is Rs. 90 lakhs (including service tax) 33. Previous Year's figures have been regrouped / rearranged wherever necessary in order to conform to current year's groupings and classifications. On behalf of the Board Gautam Hari Singhania Chairman H. Sunder Director Mumbai, April 28, 2014 44 J. K. INVESTO TRADE (INDIA) LIMITED PROXY FORM 66th Annual General Meeting on July 9, 2014 (CIN: U99999MH1947PLC005735) Registered Office: New Hind House, 3, N. M. Marg, Ballard Estate, Mumbai – 400 001 Email: [email protected], Website: www.jkinvesto.com Phone: 022-66046000, Fax: 022-22620052 I/We, being the member(s) of the above the Company hereby appoint: 1. Name : Address : Email ID : Signature : …............................................, or failing him 2. Name : Address : Email ID : Signature : …............................................., or failing him 3. Name : Address : Email ID : Signature : …............................................... as my/ our proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at the 66th Annual General Meeting of the Company to be held on July 9, 2014 and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No. 1 2 3 Resolutions Adoption of Financial Statements for the year ended 31.03.2014. Re-appointment of Mr. Nabankur Gupta, who retires by rotation. Appointment of Messrs Lodha & Co., Chartered Accountants, as Auditors and fixing their remuneration. Signed this ….......... day of …............... 2014 Signature of Shareholder : …............................................... Affix Revenue Stamp Re. 1/- Signature of Proxy holder(s) : …................................................ Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting 45 .