MIRA INFORM REPORT

Report Date :

30.03.2013

IDENTIFICATION DETAILS

Name :	JYOTHY LABORATORIES LIMITED (w.e.f. 12.08.1996)
Formerly Known As :	JYOTHY LABORATORIES PRIVATE LIMITED (w.e.f. 15.01.1992) JYOTHY LABORATORIES
Registered Office :	Ujala House, Ram Krishna Mandir Road, Kondivita, Andheri (East), Mumbai-400059, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	15.01.1992
Com. Reg. No.:	11-128651
Capital Investment/ Paid-up Capital:	Rs.80.632 Millions
CIN No.: [Company Identification No.]	L24240MH1992PLC128651
TAN No.: [Tax Deduction & Collection Account No.]	MUMJ05484D
Legal Form :	A Public Limited Liability Company. The Company’s Shares are listed on stock exchange.
Line of Business :	Manufacturer and Marketer of Fabric Whitener, Detergent, Washing Powder, Ayurvedic Soap, Mosquito Coils and incense sticks.
No. of Employees:	Not Available

RATING & COMMENTS

MIRA’s Rating :

A (62)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Maximum Credit Limit :	USD 27000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed company having fine track. Financial position of the company appears to be sound. Trade relations are reported as fair. Payments are reported to be regular and as per commitments. The company can be considered good for normal business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	LONG TERM NON CONVERTIBLE DEBENTURE : CARE AA-
Rating Explanation	High degree of safety and very low credit risk
Date	05.11.2012

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office / Corporate Office :	Ujala House, Ram Krishna Mandir Road, Kondivita, Andheri (East), Mumbai-400059, Maharashtra, India
Tel. No.:	91-22-66892800
Fax No.:	91-22-66892805
E-Mail :	secretarial@jyothy.com contact@jyothy.com
Website :	http://www.jyothylaboroatories.com
Regional Office :	# N-903, Rear Wing, Manipal Center, Dickenson Road, Bangalore-560042, Karnataka, India
Tel. No.:	91-80-25580243/ 25580245/ 25580247/ 25325693
Fax No.:	91-80-25580242/ 25580244
E-Mail :	contact@jyothy.com

DIRECTORS

As on 31.03.2012

Name :	Mr. M. P. Ramachandran
Designation :	Chairman and Managing Director
Address :	403 Shagun Tower, Winga Gen. A.K. Vaidya Marg, Yashodham, Goregaon (East), Mumbai-400063, Maharashtra, India
Date of Birth/Age :	22.08.1946
Qualification :	Postgraduate Degree in Financial Management
Date of Appointment :	15.01.1992
Name :	Mrs. M.R. Jyothy
Designation :	Whole Time Director
Address :	403 Shagun Tower, Winga Gen. A.K. Vaidya Marg, Yashodham, Goregaon (East), Mumbai-400063, Maharashtra, India
Date of Birth/Age :	14.01.1978
Date of Appointment :	24.10.2005
Name :	Mr. K. Ullas Kamath
Designation :	Joint Managing Director
Address :	Flat No. 202, No. 40, Renaissance Mangalam, 13^th Cross Between 10 and 11^th Main Malleswaram, Bangalore-560003, Karnataka, India
Qualification :	M.Com., F.C.A., A.C.S., L.L.B., A.M.P. – Wharton Business School and Harward Business School
Date of Birth/Age :	01.01.1963
Date of Appointment :	26.03.1997
Name :	Mr. Nilesh B Mehta
Designation :	Independent Director
Address :	203 Tulsi Villa, Podar Road, Santacruz (West), Mumbai-400054, Maharashtra, India
Date of Birth/Age :	24.04.1962
Date of Appointment :	07.02.2003
Name :	Mr. K P Padmakumar
Designation :	Independent Director
Address :	House No. 5B, JM Paradise, Palarivattom P.O. Ernakulam-682025, Kerala, India
Date of Birth/Age :	20.04.1944
Date of Appointment :	25.09.2007
DIN No.:	00023176
Name :	Mr. Bipin Ratanlal Shah
Designation :	Independent Director
Address :	8-D, IL Palazzo, Little Gibbs Road, Malabar Hill, Mumbai-400006, Maharashtra, India
Date of Birth/Age :	16.07.1932
Date of Appointment :	25.09.2007
DIN No.:	00006094
Name :	R. Lakshminarayanam
Designation :	Independent Director

KEY EXECUTIVES

Name :	Mr. M.L. Bansal
Designation :	Company Secretary / Chief Financial Officer
Address :	801, Marathon Galaxy-I, L.B.S. Marg, Mulund (West), Mumbai-400080, Maharashtra, India
Date of Birth/Age :	15.03.1948
Date of Appointment :	31.07.2002
CORE TEAM
Name :	Mr. K N Jagadeeshan
Designation :	AVP-Sales
Name :	Mr. PR Jagadeeshan
Designation :	AVP-Sales
Name :	Mr. Ajith Kumar
Designation :	AVP-Sales
Name :	Mr. T Krishnan
Designation :	GM-Operations
Name :	Ms. Neetu Kashiramka
Designation :	Asst Vice President – Finance
Name :	Mr. Raghavendra K
Designation :	GM - Marketing Services Dept.

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.03.2012

Names of Shareholders	No. of Shares	Percentage
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	105565955	65.46
Sub Total	105565955	65.46
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	105565955	65.46
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	8876042	5.50
Financial Institutions / Banks	1799	0.00
Insurance Companies	7326063	4.54
Foreign Institutional Investors	26235009	16.27
Sub Total	42438913	26.32
(2) Non-Institutions
Bodies Corporate	5611494	3.48
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	6653899	4.13
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	280860	0.17
Any Others (Specify)	712879	0.44
Office Bearer	910	0.00
Directors & their Relatives & Friends	88736	0.06
Trusts	13660	0.01
Non Resident Indians	320229	0.20
Clearing Members	289344	0.18
Sub Total	13259132	8.22
Total Public shareholding (B)	55698045	34.54
Total (A)+(B)	161264000	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	161264000	0.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Marketer of Fabric Whitener, Detergent, Washing Powder, Ayurvedic Soap, Mosquito Repellent and Dishwasher Bar.

Products :

Product Description	ITC Code
Soaps and Detergents	0
Homecare Products	380890.01
Other Products	0
Fabric Whitener	NA
Mosquito Repellent	380890.01
Washing Preparations	340220.00.10

PRODUCTION STATUS AS ON (31.03.2012)

Particulars	Unit	Actual production
Home Care	Nos	8,598.81
Soaps and Detergents	Kgs	650.71

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

• Kotak Mahindra Bank Limited, 36-38A, Nariman Bhavan, 227, D, Nariman Point, Mumbai-400021, Maharashtra, India
• The Federal Bank Limited, Chowallupady Branch, Thaikkad P.OI. Guruvayur, Thrissur, Taminadu, India
• The Federal Bank Limited
• ICICI Bank Limited
• Axis Bank Limited

Facilities :

Secured Loan	As on 31.03.2012	As on 31.03.2011
Term loans from Bank	4300.000	0.000
Short-term loan	200.000	0.000
Bank overdraft	779.125	583.112
Total	5279.125	583.112
Unsecured Loan	As on 31.03.2012	As on 31.03.2011
Deferred sales tax loan	0.000	1.745
Commercial Paper	250.000	0.000
Total	250.000	1.745

Notes:

a) Term Loan has been taken from Axis Bank during the financial year 2011-12 and carries interest @ 11.25% p.a payable monthly. Interest rate is fixed for period of one year and floating thereafter. Term loan to be repaid in 16 quarterly instalment starting from June 30, 2013. The term loan is secured against first charge on the immovable properties at Andheri, trade marks of Maxo and Exo, all the rights, title, interest, benefits, claims and demands of the Company in respect of all document, agreements, contracts, clearance, insurance contract entered both present and future and all rights, claims and benefits to all monies receivable thereunder and all other claims there under which description shall include all properties of the above whether presently in existence or acquired hereafter and second charge on all the inventories, current assets, all monies, securities, contractor guarantees, performance bonds, cash flows and receivables, revenues, bank accounts together with investment, fixed deposits and book debts, stock in trade and all the properties mentioned above.

b) Deferred sales tax loan is interest free and payable in financial year 2012-13 in one installment.

c) Commercial paper issued 500 units of face value of Rs.0.500 Million each, maturing on April 17, 2012.

Banking Relations :	--
Auditors :
Name :	S.R. Batliboi and Associates Chartered Accountants
Address :	2^nd Floor, Jalan Mills Compound, 95 G.K. Marg, Lower Parel (West), Mumbai-400013, Maharashtra, India
Solicitors and Advocates:	Law and Prudence V. Lakshmikumaran AZB Partners
Enterprises significantly influenced by key management personnel or their relatives:	Sahyadri Agencies Limited Jyothy Fabricare Services Limited (upto September 9, 2008)
Partnership Firm :	JFSL-JLL (JV)
Wholly Owned Subsidiaries :	Associated Industries Consumer Products Private Limited CIN NO.: U24246AS2007PTC008392
Subsidiaries :	Jyothy Fabricare Services Limited CIN NO.: U17120MH2008PLC180246 Snoways Laundrers and Drycleaners Private Limited CIN NO.: U93010KA2008PTC046087 Jyothi Kallol Bangaldesh Limited w.e.f. October 14, 2010 Henkel India Limited w.e.f. August 23, 2011 Henkel Marketing India Limited w.e.f. August 23, 2011 Diamond Fabcare Private Limited w.e.f. April 1, 2011 Akash Cleaners Private Limited w.e.f. April 1, 2011 Four Seasons Drycleaning Company Private Limited w.e.f. February 15, 2012 Fab Clean & Care Private Limited w.e.f. June 1, 2011
Firm / HUF in which the relatives of individual having control are partners/ members/ proprietor :	Beena Agencies Quilon Trading Co. Travancore Trading Corp. Sree Guruvayurappan Agencies M.P. Agencies Tamil Nadu Distributors Deepthy Agencies Sahyadri Agencies Sreehari Stock Suppliers Sujatha Agencies

CAPITAL STRUCTURE

After 31.03.2012

Authorised Capital : Rs.170.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
161264000	Equity Shares	Re. 1 each	Rs.161.264 Millions

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
120000000	Equity Shares	Re. 1 each	Rs. 120.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
80632000	Equity Shares	Re. 1 each	Rs. 80.632 Millions

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Particulars	31.03.2012
	No. of Shares	Rs. In Millions
At the beginning of the period	80,632,000	806.32
Issued during the period - Qualified Institutions Placement	-	-
Outstanding at the end of the period	80,632,000	806.32

b. Details of shareholders holding more than 5% shares in the Company

Particulars	31.03.2012
	No. of Shares	% Holding in the class
Equity shares of Rs.1 each fully paid
ICICI Prudential Life Insurance Company Limited	3,991,449	4.95%
M. P. Ramachandran	35,855,297	44.47%

As per of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

The Company has only one class of equity shares having par value of Rs.1/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended March 31, 2012, the amount of per share dividend recognized as distributions to equity shareholders was Rs.2.50/- (2011: Rs.5/-). In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		80.632	80.632	72.569
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		6654.425	6446.651	3916.577
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		6735.057	6527.283	3989.146
LOAN FUNDS
1] Secured Loans		5279.125	583.112	0.000
2] Unsecured Loans		250.000	1.745	1.745
TOTAL BORROWING		5529.125	584.857	1.745
DEFERRED TAX LIABILITIES		153.379	157.383	133.183
TOTAL		12417.561	7269.523	4124.074
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		2034.358	2060.075	1980.920
Capital work-in-progress		28.181	101.616	34.647
INVESTMENT		3777.098	799.598	179.835
DEFERREX TAX ASSETS		0.000	0.000	0.000
Other Non-Current Assets		2.359	2.241
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	792.819	683.469	664.565
	Sundry Debtors	425.155	1034.989	696.483
	Cash & Bank Balances	509.940	2778.946	1211.747
	Other Current Assets	22.118	22.271	11.023
	Loans & Advances	5977.193	905.577	505.665
Total Current Assets		7727.225	5425.252	3089.483
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	632.644	395.270	237.208
	Other Current Liabilities	176.858	166.529	466.204
	Provisions	342.158	557.460	457.399
Total Current Liabilities		1151.660	1119.259	1160.811
Net Current Assets		6575.565	4305.993	1928.672
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		12417.561	7269.523	4124.074

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	6629.689	6067.631	5747.616
		Other Income	570.149	206.760	181.878
		TOTAL (A)	7199.838	6274.391	5929.494
Less	EXPENSES
		Cost of raw material and components consumed	2248.880	1563.453	4808.201
		Purchase of traded goods	1472.618	1502.614
		(Increase)/ decrease in inventories of finished goods, work-in-progress and traded goods	4.382	48.603
		Employee benefits expense	780.218	747.924
		Other expenses	1296.944	1345.234
		TOTAL (B)	5803.042	5207.828	4808.201
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1396.796	1066.563	1121.293
Less	FINANCIAL EXPENSES (D)		194.325	3.017	6.116
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		1202.471	1063.546	1115.177
Less/ Add	DEPRECIATION/ AMORTISATION (F)		170.319	107.855	104.630
	PROFIT BEFORE TAX (E-F) (G)		1032.152	955.691	1010.547
Less	TAX (H)		196.996	153.024	210.077
	PROFIT AFTER TAX (G-H) (I)		835.156	802.667	800.470
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		273.679	152.430	90.446
Less	Debit Balance of Profit and Loss Account of Sri Sai Homecare Products Private Limited pursuant to Scheme of Amalgamation		0.000	(12.855)	0.000
Less	APPROPRIATIONS
		Transfer to General Reserve	200.000	200.000	400.000
		Proposed Dividend	201.580	403.160	290.275
		Dividend Tax on Proposed Dividend	32.701	65.403	48.211
	BALANCE CARRIED TO THE B/S		674.554	273.679	152.430
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	87.298	69.988	73.242
	TOTAL EARNINGS		87.298	69.988	73.242
	IMPORTS
		Raw Materials	2.091	5.576	56.140
		Capital Goods	0.657	28.374	0.014
	TOTAL IMPORTS		2.748	33.950	56.154
	Basic/ Diluted Earnings Per Share (Rs.)		10.36	10.35	11.03

QUARTERLY RESULTS

PARTICULARS	30.06.2012	30.09.2012	31.03.2012
Type	1^st Quarter	2^nd Quarter	3^rd Quarter
Net Sales	2101.030	1780.550	2045.200
Total Expenditure	1852.030	1556.610	1680.100
PBIDT (Excl OI)	249.000	223.940	365.100
Other Income	162.430	163.740	172.500
Operating Profit	411.430	387.680	537.600
Interest	148.610	164.800	171.900
Exceptional Items	0.000	0.000	0.000
PBDT	262.820	222.880	365.700
Depreciation	33.600	33.020	32.500
Profit Before Tax	229.220	189.860	333.200
Tax	53.000	37.150	72.600
Provisions and contingencies	0.000	0.000	00.000
Profit After Tax	176.220	152.710	260.600
Extraordinary Items	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000
Net Profit	176.220	152.710	260.600

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	11.60	12.79	13.50
Net Profit Margin (PBT/Sales)	(%)	15.57	15.75	17.58
Return on Total Assets (PBT/Total Assets}	(%)	10.57	12.77	19.93
Return on Investment (ROI) (PBT/Networth)		0.15	0.15	0.25
Debt Equity Ratio (Total Debt/Networth)		0.82	0.09	0.00
Current Ratio (Current Asset/Current Liability)		6.71	4.85	2.66

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	No
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

NOTE:

The Registered office of the company has been shifted from 43, Shiv Shankti Industrial Estate, Andheri Kurla Road, Andheri (East), Mumbai, Maharashtra, India to present address w.e.f. 19.03.2008.

BACKGROUND:

Subject was incorporated on January 15, 1992. The company is principally engaged in Manufacturing and Marketing of Fabric Whitener, Detergent, Washing Powder, Ayurvedic Soap, Mosquito Coils and incense sticks.

PERFORMANCE

During the financial year ended March 31, 2012, the Company recorded Sales (net of trade discount and sales tax) at Rs.6883.543 Millions compared to Rs.6172.067 Millions in the previous financial year. In the financial year, Profit before Tax stood at Rs.1032.152 Millions compared to Rs.955.691 Millions in previous financial year.

The Sales (net of trade discount and sales tax) in financial year had grown by 11.53% compared to the previous year. This increase in sales was achieved despite drastically bringing down the inventory levels (to almost one week’s stocks) at super distributors in pursuance to converting three tier distribution system to two tier distribution system. Trade receivables were brought down from Rs.1034.989 Millions as at March 31, 2011 to Rs.425.155 Millions as at March 31, 2012.

During the year, the sales of soaps and detergents grew to Rs.4455.467 Millions from Rs.3859.919 Millions in the previous year and the sales in homecare segment grew to Rs.2178.518 Millions from Rs.2165.199 Millions in the previous year. The profitability in homecare segment was adversely affected due to lower margins in case of mosquito repellant coils and substantial increase in raw materials and other costs.

DEVELOPMENTS

HENKEL INDIA LIMITED

· The Company has acquired 83.66% of paid up equity share capital and the entire preference share capital of Henkel India Limited (HIL). The equity shares of HIL are listed on Bombay, Madras and Calcutta Stock exchanges.

JYOTHY KALLOL BANGLADESH LIMITED

· The Company has set up a joint venture in Bangladesh with Kallol Enterprise Limited for setting up a state-of-art manufacturing facility and marketing of all products of the Company and HIL in a phased manner.

· The commercial production is expected to start in the 2nd half of the financial year 2012-13.

SUBSIDIARY COMPANIES

The Central Government vide General Circular No. 2/2011 dated February 8, 2011 has exempted the holding companies from attaching Annual Accounts and other documents in respect of its subsidiaries to the Annual Report of the holding companies from the financial years ended on or after March 31, 2011. As required vide above circular, a statement in respect of each of its subsidiary, giving details of capital, reserves, total assets and liabilities, details of investments, turnover, profit before taxation and proposed dividend forms part of this Annual Report. Annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the Company, seeking such information and will also be made available for inspection at the Registered Office of the Company.

JYOTHY FABRICARE SERVICES LIMITED

Members are aware that the Company had started a new Value Added Service in fabric care segment to provide "World-class laundry at affordable price at the door step" and other related services through its subsidiary company namely Jyothy Fabricare Services Limited (JFSL).

Major highlights of JFSL are as follows:

· Country's biggest laundry chain with 122 retail outlets which service brands like Wardrobe and Fabric Spa;

· Currently operating in Bangalore, Delhi, Mumbai, Pune and Chennai;

· Investment to the tune of Rs.1000.000 Millions committed by ILandFS for a 25% equity stake at an Enterprise Valuation of Rs.4000.000 Millions. Rs.500.000 Millions investment have been made and the balance Rs.500.000 Millions is expected to come in for expansion of operations at Chennai and Hyderabad;

· Bagged prestigious laundry maintenance project for Western Railways at Ahmedabad - contract for 10 years on BOOT basis;

· Bagged prestigious laundry maintenance project for DIAL (Delhi International Airport Limited) - contract for 15 years on BOOT basis;

· Total turnover of Rs.380.100 Millions for the financial year ended March 31, 2012 (Previous year Rs.94.100 Millions).

MANAGEMENT DISCUSSION AND ANALYSIS

MACRO ECONOMIC SCENARIO

The UN has cut down its growth forecast for India for the year 2012, predicting a 6.7 per cent growth rate rather than a 7.7 per cent rise predicted earlier, while listing euro debt crisis as the biggest threat to world economy. In its World Economic Situation and Prospects mid-year update, the UN said the global economic situation continues to be challenging and global growth will likely remain tepid in 2012 following a marked slowdown in 2011. However, the Consumer spending in India is likely to grow nearly four times to touch USD 3.6 trillion by 2020, driven by rising incomes and aspirations, widespread media proliferation and better physical reach across the country, according to a joint report titled, 'The Tiger Roars - How a billion plus people consume and shop' by Boston Consulting Group (BCG) and the Confederation of Indian Industry (CM).

The near term outlook however is cautious as reflected in the GDP data showing that the manufacturing sector shrank 0.3 per cent compared with a year earlier. The farm sector grew just 1.7 percent. Gross domestic product rose 6.5 per cent in the fiscal year to the end of March 2012.

Inflationary pressures amidst the backdrop of rising fuel prices and weakened rupee continue to have their overhang on the Indian economy and there does not seem to be a quick respite.

THE FAST MOVING CONSUMER GOODS (FMCG) INDUSTRY

The Indian FMCG sector is the fourth largest sector in the economy with a total market size in excess of USD 13.1 billion. Further, the availability of key raw materials, cheaper labour costs and presence across the entire value chain gives India a competitive advantage. The FMCG market is set to treble from USD 11.6 billion in 2003 to USD 33.4 billion in 2015. Penetration level as well as per capita consumption in most product categories in India is low indicating the untapped market potential.

Urban FMCG Markets: (Modern Trade Formats: Business Monitor International (BMI) has recently released its India retail report for the first quarter of 2012 which projects that total retail sales will grow from USD 422.09 billion in 2011 to USD 825.46 billion by 2015. Explosion of organised retail in a big way is one of the major factors behind such a positive forecast and this is expected to boost the FMCG segment. The Indian consumers' spending on FMCG items at modern retail stores is set to nearly triple to USD 5 billion by 2015 from USD 1.8 billion at present, according to market research firm, the Nielsen Company.

Rural FMCG Markets: It is interesting to note that a mere one per cent increase in India's rural income translates to a large buying power of Rs100000.000 Millions (USD 1.79 billion). Nearly two-thirds of all middle-income households in the country are in rural India. According to consulting firm BCG, 50 per cent of the market is made up of bottom of the pyramid consumers while another 24 per cent at present comes from small town and rural India. A report by the National Council of Applied Economic Research (NCAER) shows that rural segment comprises more than 50 per cent of consumers constituting as a prime market for consumer goods. Two-thirds of the country's one billion consumers live in rural India, where almost 50 per cent of the national income is generated. Higher rural incomes have meant larger markets.

CONTINGENT LIABILITIES:

Particulars	31.03.2012 Rs. in Millions	31.03.2011 Rs. in Millions
Contingent liabilities not provided for in respect of:
(i) Amount outstanding in respect of corporate and other bank guarantees	136.684	112.296
(ii) Tax matters
(a) Disputed sales tax demands – matters under appeal	327.403	229.092
(b) Disputed excise duty and service tax demand - matter under appeal	186.785	159.272
(iii) Others	2.011	2.011
(iv) Claims against the Company not acknowledged as debt	12.000	12.000

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	L24240MH1992PLC128651
Name of the company	JYOTHY LABORATORIES LIMITED
Address of the registered office or of the principal place of business in India of the company	Ujala House, Ram Krishna Mandir Road, Kondivita, Andheri (East), Mumbai-400059, Maharashtra, India
This form is for	Creation of Charge
Type of charge	Book Debts Movable Property
Particular of charge holder	Kotak Mahindra Bank Limited, 36-38A, Nariman Bhavan, 227, D, Nariman Point, Mumbai-400021, Maharashtra, India E mail: snowin.dsouza@kotak.com
Nature of instrument creating charge	Deed of Hypothecation Dated 20.05.2011
Date of instrument Creating the charge	20.05.2011
Amount secured by the charge	Rs. 1500.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest Facility 1 - Cash Credit - Bank's Base Rate (8.75%) p.a. + 2.25% p.a. (Floating) Facility 2 - Working Capital Demand Loan - As mutually agreed between the Borrower and the Bank at the time of disburse Terms of Repayment Facility 1 - Cash Credit - On Demand Facility 2 - Working Capital Demand Loan - Maximum 180 days Margin Facility 1 and Facility 2 - 25% on book debts and stock. Extent and Operation of the charge First charge on all existing and future current assets Second charge on moveable fixed assets of the Borrower
Short particulars of the property charged	Book Debts, receivables, outstanding moneys, claims, demands, bills, contracts, engagements and securities belonging to or held by the Borrower. Stocks of raw materials, finished and semi-finished goods, goods in process and consumable stores. Related moveable’s in the course of transit or delivery. more specifically described in the Second Schedule to the Deed of Hypothecation

UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED DECEMBER 31, 2012

(Rs. In Millions)

Particulars	Quarter ended
	31.12.2012	30.09.2012	31.12.2012
	Unaudited	Unaudited	Unaudited
Income from operations
(a) Net Sales	2037.823	1778.261	5914.690
(b) Other Operating Income	7.375	2.289	12.089
Total Income	2045.198	1780.550	5926.779
Expenditure
(a) Cost of raw material and components consumed	670.374	705.802	2247.462
(b) Purchase of traded goods	592.371	437.917	1476.569
(c) (Increase)/ decrease in inventories of finished goods, work-in-progress and traded goods	(151.051)	(237.245)	(475.095)
(d) Employee cost	226.940	235.540	686.712
(e) Advertisement and Sales Promotion expense	106.880	159.171	429.306
(f) Depreciation, amortisation and impairment	32.497	33.019	99.112
(g) Other expenditure	234.594	255.419	723.787
Total expenditure	1712.605	1589.623	5187.853
Profit from Operations before Other Income, Finance cost and Tax	332.593	190.927	738.926
Other income	172.516	163.738	498.678
Profit before Finance cost and Tax	505.109	354.665	1237.604
Finance Cost	171.929	164.801	485.339
Profit from ordinary activities before tax	333.180	189.864	752.265
Tax expenses	72.600	37.153	162.753
Net Profit/(Loss) for the year / period	260.580	152.711	589.512
Paid up equity share capital (Face value of Re 1 each}	161.264	161.264	161.264
Reserves excluding Revaluation Reserves as per the balance sheet of previous accounting year
Basic and diluted earnings per share (Rs) Not Annualised	1.62	0.95	3.66
A - Particulars of shareholding
Public Shareholding
-Number of shares	55,698,045	55,762,776	55,698,045
-Percentage of share holding	34.54%	34.58%	34.54%
Promoter and Promoter group Shareholding
a) Pledged/ Encumbered
- Number of Shares	Nil	Nil	Nil
- Percentage of Shares (as a % of the total shareholding of promoter and promoter group)	Nil	Nil	Nil
- Percentage of Shares (as a % of the total share capital of the Company)	Nil	Nil	Nil
b) Non-encumbered
- Number of Shares	105,565,955	105,501,224	105,565,955
- Percentage of Shares (as a % of the total shareholding of promoter and promoter group)	100.00%	100.00%	100.00%
- Percentage of Shares (as a % of the total share capital of the Company)	65.46%	65.42%	65.46%

B - Investor Complaints
Particulars	Quarter Ended
	31.12.2012
Pending at the beginning of the quarter	-
Received during the quarter	4
Disposed of during the quarter	4
Remaining unresolved at the end of the quarter	-

NOTE:

1. The Statutory Auditors have carried out a "Limited Review" of the financial results of the Company. The same were reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on February 7, 2013.

2. Scheme of amalgamation of Jyothy Consumer Products Limited (JCPL) (formerly known as Henkel India Limited) with the Company has been filed with the Honourable High Court of Mumbai. JCPL has a profit and loss debit balance of Rs.420.100 Millions as at March 31, 2012 and its results for the quarter ended December 31, 2012, September 30, 2012 and nine month period ended December 31, 2012 reflects a loss of Rs.62.500 Millions, loss Rs.74.100 Millions and loss Rs.122.200 Millions respectively; pending the amalgamation becoming effective, no effect of the same has been given in these results.

3. Previous period/year's figures have been regrouped/rearranged wherever necessary.

SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

(Rs. In Millions)

Particulars	Quarter ended
	31.12.2012	30.09.2012	31.12.2012
	Unaudited	Unaudited	Unaudited
Segmeat Revenue:
A. Soaps and Detergent	1576.205	1204.176	4281.921
B. Home care	447.803	568.315	1609.775
C. Others	13.816	6.419	23.643
Total	2037.824	1778.910	5915.339
Less: litter Segment Revenue	-	(0.649)	(0.649)
Net Sales	2037.824	1778.261	5914.690
Segmeat Results:
A. Soaps and Detergent	308.753	189.362	734.906
B. Home care	43.335	20.790	59.367
C. Others	3.216	1.615	5.820
Total	355.304	211.767	800.093
Less: (i) Finance Cost	(171.929)	(164.801)	(485.339)
(ii) Other unallocable expenditure	(22.604)	(21.463)	(60.311)
Add: Unallocable Income	172.412	164.361	497.822
Profit Before Tax	333.183	189.864	752.265
Capita] Employed:
(Segment Assets - Segment Liabilities)
A. Soaps and Detergent	1723.807	1673.225	1723.807
B. Home care	1088.385	853.506	1088.385
C. Others	3.671	2.427	3.671
D. Unallocated assets/Qiabilities) (net)	4508.706	4534.830	4508.706
Total	7324.569	7063.988	7324.569

NOTE:

Soaps and detergents includes fabric whitener, fabric detergent, dishwash bar and soaps, including ayurvedic soaps. Home care products includes incense sticks, scrubber, dhoop and mosquito repellents- Others includes Rodv care, Tea and coffee.

FIXED ASSETS:

Intangible Assets:

• Goodwill
• Trademark and Copyrights
• Knowhow
• Software and Licenses

Tangible Assets:

• Freehold Land
• Leasehold Land
• Building
• Plant and Machinery
• Dies and Moulds
• Furniture and Fixture
• Office Equipments
• Vehicles

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.54.39
UK Pound	1	Rs.82.32
Euro	1	Rs.69.54

INFORMATION DETAILS

Report Prepared by :

BSN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		62

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.