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J B Chemicals & Pharmaceuticals Ltd.

BSE: 506943 Sector: Health care
NSE: JBCHEPHARM ISIN Code: INE572A01028
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VOLUME 4486
52-Week high 1938.75
52-Week low 787.45
P/E 30.51
Mkt Cap.(Rs cr) 13,443
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1738.00
CLOSE 1724.45
VOLUME 4486
52-Week high 1938.75
52-Week low 787.45
P/E 30.51
Mkt Cap.(Rs cr) 13,443
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

J B Chemicals & Pharmaceuticals Ltd. (JBCHEPHARM) - Director Report

Company director report

Your directors are pleased to present forty-fifth report and audited financialstatement of the Company for the financial year ended on March 31 2021.

1. FINANCIAL HIGHLIGHTS

The following are the highlights of financial performance of the Company during theyear under review . (Rs. in lakhs)

2020-21 2019-20
Sales 184907.75 160619.62
Other Operating revenue 4291.80 3454.82
Other Income 11188.94 4934.27
Total Income 200388.49 169008.71
Profit before finance cost and depreciation 66825.48 41758.73
Less: Finance cost 719.18 293.51
Less: Depreciation & Amortisation expense 6735.50 6509.05
Profit before exceptional item and tax 59370.80 34956.17
Exceptional Item ? 1000.00
Profit before tax 59370.80 33956.17
Tax Expense (Net) 14662.32 7141.77
Net Profit after tax 44708.48 26814.40
Other Comprehensive Income (1249.67) (506.42)
Total Comprehensive Income after tax 43458.81 26307.98
Earnings per share of Rs.2 (in Rs.) (Basic & Diluted) 57.85 33.70

2. DIVIDEND

Your directors recommend a final dividend ofRs. 8 (400%) per equity share offace value of Rs. 2 payment whereof will be subject to deduction of tax at source.During the year Board of directors declared interim dividend of Rs. 8.50 (425%)per equity share which was paid on 5-3-2021. The final dividend if declared togetherwith interim dividend already paid would result in total outgo of Rs. 127.52crores. The Board has not proposed any transfer out of profit for the financial year toreserves in relation to these dividend payments. The Company paid interim dividend of Rs.10 (500%) and final dividend of Rs. 1 (50%) per equity share in the previous year.

3. CHANGE IN CONTROL

Pursuant to Share Purchase Agreement dated 2-7-2020 entered into between founder ModyFamily members and Tau Investment Holdings Pte. Ltd. Singapore an affiliate of globalprivate equity firm KKR Tau Investment Holdings Pte. Ltd. acquired controlling stake of41731363 (54%) equity shares of Rs. 2 each in the Company from Mody Familymembers. Consequently Mody Family members having representation on the Board andoccupying senior management positions resigned following which other directors on theBoard appointed prior to 2-7-2020 also resigned due to their personal reason. Hence theBoard of directors was re-constituted on 31-8-2020. The details of appointment andresignation of directors in the course of such re-constitution are set out in paragraph 10below.

Following execution of the above referred Share Purchase Agreement to acquire shares inand control over the Company Tau Investment Holdings Pte. Ltd. and persons acting inconcert made an open offer for acquisition of 20093346 shares (26%) @ Rs. 745 pershare from public shareholders of the Company as per provisions of the Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations2011.

4. OPERATIONS/STATE OF AFFAIRS

The financial year 2020-21 was eventful as the Company saw change of control andmanagement on one hand and witnessed unprecedented business environment due to COVID-19 onthe other. There was no major impact of COVID-19 on business of the Company.Company’s manufacturing facilities continued to operate but with some impact ofrestrictions on movement of people and materials due to COVID-19.

Total standalone sales during the year at Rs. 1849.08 crores were 15.1% higherover the previous year while EBITDA at Rs. 556.37 crores grew by 51.09% and was29.4% of operating revenue.

Domestic formulations business at sales of Rs. 839.07 crores registered growthof 14.1% over the previous year against industry growth of 4% MAT March 2021). This robustperformance was enabled ( by strong performance of Company’s key brands. In thisbusiness the Company has implemented a new ‘go to market’ model with focus onproductivity and driving progressive product portfolio which should aid the performancein this business. Sales of contrast media products in the domestic market at Rs.52.83 crores were 14% lower over the previous year due to COVID-19.

Overall formulations exports at Rs. 850.55 crores registered growth of 19.6%over the previous year. Exports to Rest of the World markets (other than Russia-CIS) withsales of Rs. 626.52 crores achieved good growth of 24.8%. The sales to US marketand sales of branded generics products to other markets in this business achieved growthof 63% and 18% respectively. Sales to Russia-CIS market at Rs. 130.59 croresachieved growth of 4% as the demand in local markets was impacted by COVID-19consequences. API sales at Rs. 81.79 crores achieved growth of 17.7% over theprevious year.

Profitbefore tax at Rs. 593.71 crores registered growth of 74.85% mainly due tohigher sales of chronic segment products lower than normal operating cost during mostpart of the year due to COVID-19 favourable exchange rate during first half of the yearand higher other income. Profit after tax atRs. 434.58 crores consequently grew by65.19%.

5. RESPONSIBILITY STATEMENT

The directors confirm:

(i) that in the preparation of the annual accounts for the year under review theapplicable accounting standards have been followed;

(ii) that they have selected appropriate accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialyear 2020-21 and of profit of the Company for that

(iii) that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) that they have prepared the annual accounts for the year ended on March 31 2021on a going concern basis;

(v) that they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; andthat there was (vi) that they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

6. SUBSIDIARIES

The highlights of performance of subsidiary companies in Rupee terms for the year2020-21 is presented in Schedule-A. After inter-company adjustments subsidiary companiescontributed Rs. 151.02 crores to consolidated income and Rs. 3.18 crores toconsolidated profit before tax of the Company. Sales of Biotech Laboratories (Pty.) Ltd.South Africa for the financial year 2020-21 were Rand 477.19 million which representsgrowth of 35.51% over the previous year while its operating profit and profit after taxat Rand 34.58 million and Rand 25.67 million were 90.08% and 71.52% higher over theprevious year respectively. Sales of LLC Unique Pharmaceutical Laboratories Russia forthe financialyear 2020-21 at Ruble 653.58 million were 9.1% lower over the previous yearwhile it incurred loss of Ruble 1.45 million against profit of Ruble 4.03 million in theprevious year. Unique Pharmaceutical Laboratories FZE Dubai is presently not engaged inany business activity. It earned net profitof AED 26080 due to exchange gain.

7. CORPORATE GOVERNANCE AND COMPLIANCES

A certificate from practising company secretary on comliance with conditions ofcorporate governance is annexed to this Board’s report. Management Discussion andAnalysis Report Compliance report on Corporate Governance Business Responsibility Reportand Dividend Distribution Policy form part of this annual report.

8. PUBLIC DEPOSITS

The Company has not accepted any deposit covered under Chapter V of the Companies Act2013 during the year. All the public deposits accepted prior to the commencement of thesaid Act have been repaid in 2014-15.

9. TRIBUTE TO MR. JYOTINDRA B. MODY

Board has to inform the members with immense grief that Mr. J. B. Mody founderChairman and managing director of the Company since incorporation of the Company passedaway on 21-07-2020. Mr. J. B. Mody built businesses built brands and built organisationover the years through his vision sheer entrepreneurship deep focus and commitment. Heplayed a vital role in growth of the Company and development of the businesses. Board hasplaced his valuable contributions on record with sense year; of gratitude.

10. DIRECTORS

Board appointed Mr. Ranjit Shahani Mr. Sumit Bose and Ms. Padmini Khare Kaicker asadditional directors (independent directors) and Mr. Sanjay Nayar Mr. Prashant Kumar Mr.Ajay Candade Ms. Ananya Tripathi and Mr. Mayank Mishra as additional directors(non-executive) on 31-8-2020. Mr. Shirish B. Mody Whole time director (Marketing) Mr.Bharat P. Mehta Whole time director (Planning & Development) Mr. Kamlesh L. UdaniExecutive director (Technical & Production) and Dr. Satyanarain Agarwala Mr. RajivMody Ms. Krupa Gandhi Mr. Devang Shah Mr. Shaukat Merchant and Dr. Manoj Mashruindependent directors resigned on 31-8-2020. These independent directors resigned becauseof their personal reason and they all confirmed no other material reason for theirresignation. Mr. Pranabh Mody stepped down from his executive position of President andWhole time director (Operations) on 31-8-2020 and resigned as director on 9-11-2020.

The members of the Company at annual general meeting held on 30-9-2020 appointed Mr.Ranjit Shahani Mr. Sumit Bose and Ms. Padmini Khare Kaicker as independent directors fora term of five years from 31-8-2020 and Mr. Sanjay Nayar Mr. Prashant Kumar Mr. AjayCandade Ms. Ananya Tripathi and Mr. Mayank Mishra as directors liable to retire byrotation. Subsequent to this Mr. Ajay Candade resigned on 5-10-2020 and Mr. Mayank Mishraresigned on 10-2-2021.

Board appointed Mr. Nikhil Chopra as additional director on 5-10-2020 and alsoappointed him as Chief Executive Officer and Whole-time director of the Company on theeven date. The members appointed Mr. Nikhil Chopra as director of the Company and alsoapproved his appointment as Chief Executive Officer and Whole-time director andremuneration payable to him as such on 23-12-2020.

Board appointed Mr. Gaurav Trehan as additional director on 10-2-2021 who holds officeup to the date of ensuing annual general meeting. The Company has received a notice froma member proposing candidature of Mr. Gaurav Trehan to the office of director of theCompanypursuantto Section 160 of the Companies Act 2013. It is proposed to appoint Mr.Gaurav Trehan as non-executive director of the Company. Mr. Gaurav Trehan is Partner andHead of the Private Equity business for KKR India and possesses expertise in the areas ofbusiness strategy business management and corporate governance. His detailed profile isgiven in notice for the ensuing annual general meeting. This profile is deemed to formpart of this report.

In accordance with provisions of the Companies Act 2013 Ms. Ananya Tripathi wouldretire by rotation at the ensuing annual general meeting. Being eligible she has offeredherself for re-appointment.

In the opinion of the Board of directors Mr. Ranjit Shahani Mr. Sumit Bose and Ms.Padmini Khare Kaicker independent directors are persons of integrity and they allpossess relevant expertise and experience necessary for effective functioning of theCompany. These independent directors have given declarations to the Board that they meetthe criteria of independence as provided in Section 149(6) of the Companies Act 2013 aswell as in Regulation 16 of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015. They have also confirmed that they haveregistered with the Indian Institute of Corporate Affairs to include their names in thedatabank of independent directors. However in terms of Companies (Appointment andQualification of Directors) Rules 2014 as amended these independent directors are notrequired to test conducted by the passanonlineproficiency said Institute notified undersub-section (1) of Section 150 of the Companies Act 2013.

Total eight (8) meetings of the Board of directors were held during the financial year2020-21. They were held on June 25 2020 July 14 2020 August 25 2020 August 31 2020September 14 2020 October 5 2020 November 10 2020 and February 10 2021.

11. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION POLICY

The Company’s policy on directors’ appointment is set out in Schedule-B. Thesalient features of the Company’s policy on remuneration for the directors keymanagerial personnel and other employees is set out in Schedule-C. The said Policyincluding and criteria for determining independence of a director has been posted on theCompany’s website www.jbcpl.com.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are given in Schedule-D.

13. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) Committee of the Board consists of Mr. RanjitShahani Mr. Sumit Bose Mr. Nikhil Chopra and Ms. Ananya Tripathi. The CSR Committeeformulated and recommended revised CSR Policy to the Board which the Board approved on10-2-2021. The salient features of the revised CSR Policy of the Company and the annualreport on CSR in the prescribed form are set out in Schedule-E. The CSR Policy and annualreport on CSR are posted on the Company’s website www.jbcpl.com.

The Company spent Rs. 516.75 lakhs on prescribed CSR activities during financialyear 2020-21 as against obligation ofRs. 509.35 lakhs being 2% of the average netprofits of the Company made during three immediately preceding financial years.

14. AUDIT COMMITTEE AND VIGILANCE MECHANISM

The Board has constituted Audit Committee that consists of Ms. Padmini Khare KaickerChairperson Mr. Ranjit Shahani Mr. Sumit Bose and Mr. Prashant Kumar. There has been noinstance of non-acceptance of recommendation of Audit Committee by the Board.

The Board of directors has on 10-11-2020 adopted revised vigil mechanism in the formof Whistle Blower Policy to enable directors employees and other stakeholders to makeProtected Disclosures (as defined in the Policy) in relation to Alleged Wrongful Conduct(as defined in the Policy) to the Redressal Committee for evaluation and investigation inconsultation with the Audit Committee. The Policy empowers the Redressal Committee toinitiate inquiry and investigation if the issue raised constitutes bona fide ProtectedDisclosure made in good faith. The Redressal Committee is required to complete theinvestigation in a time bound manner. Where it concludes that Unethical and/or ImproperActivity (as defined in the Policy) has been committed it shall recommend afterconsultation with the Audit Committee to the management of the Company to take suchdisciplinary or corrective action as it or the Audit Committee deems fit. The Policyprovides for access of whistle blower to the Chairman of the Audit Committee inappropriate or exceptional circumstances. The Policy provides for adequate safeguards ofwhistle blowers against any kind of victimisation or unfair treatment but also providesfor taking stern disciplinary action against who abuses the protection so granted. Thisfunctioning of vigil mechanism will be periodically reviewed by the Audit Committee. TheCompany has posted the Whistle Blower Policy and the associated Complaint Response PlanPolicy on its website www.jbcpl.com.

15. ANNUAL PERFORMACE EVALUATION

The Board of Directors carried out formal annual evaluation of performance of theBoard its Committees and individual directors during 2020-21 in accordance with themanner specified by the Nomination and Remuneration Committee (NRC) and using evaluationcriteria recommended by the NRC and approved by the Board. The performance evaluation wascarried out in the following manner being manner recommended by the NRC.

Evaluation of performance of the Board: Each member of the Board evaluated the Board onthe given criteria on scale of 1 to 4 (4 being highest). The aggregate of simple averageof rating assigned by each Board member was further averaged to ascertain Board’sperformance.

Evaluation of performance of the Board Committees: Each member of the concernedcommittee evaluated performance of the committee on the given criteria on scale of 1 to 4.Aggregate of simple average of rating assigned by each such member was further averaged toascertain performance of the concerned committee.

Evaluation of performance of Individual Director: Each Board member (excluding directorbeing evaluated) evaluated performance of all other Board members on the given criteria onscale of 1 to 4. Aggregate of simple average of rating assigned to each Board member wasfurther averaged to ascertain performance of such director.

16. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Form AOC-2 prescribed under Section 134(3)(h) read with Rule 8(2) of the Companies(Accounts) Rules 2014 provides for disclosure of (a) details of contracts or arrangementsor transactions not at arm’s length basis and (b) details of material contracts orarrangement or transactions at arm’s length basis.

All the transactions entered into by the Company with the related parties during theyear were pursuant to the contract or arrangement approved by the Audit Committee and theBoard of Directors. The transactions so entered into were in the ordinary course ofbusiness of the Company and on arm’s length basis. The contract or arrangement ortransactions were neither material in terms of the Policy on materiality of related partytransactions adopted by the Company nor it exceeded the threshold limit prescribedpursuant to first proviso to Section 188(1) of the Companies Act 2013. However withoutgoing by the materiality as aforesaid the details of material/major related partycontracts/arrangement/ transactions at arm’s length basis and entered into in theordinary course of business of the Company are given in Form No. AOC-2 given underSchedule-F1.

Every related party contract or arrangement entered into with approval of the Boardunder Section 188(1) of the Companies Act 2013 is referred to in Schedule-F2 pursuant toSection 188(2) of the Companies Act 2013. These contracts or arrangements are in theordinary course of business and terms thereof are on arm’s length basis and havebeen approved by the Audit Committee and the Board of Directors.

17. PARTICULARS OF EMPLOYEES AND OTHER REMUNERATION RELATED DISCLOSURES

The remuneration related and other disclosure required in terms of Section 197(12) ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 as amended are given in Schedule-G.

A statement showing name and other particulars of the employees in terms of Section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended is given inSchedule-H.

18. EMPLOYEE STOCK OPTION SCHEME

Board on 28-4-2021 read with modifications/additions approved on 14-6-2021 basis ofrecommendation of the Compensation Committee has approved a new employee stock optionscheme termed as "JBCPL Employee Stock Option Scheme 2021" ("Scheme")for eligible employees and directors of the Company with a view to make the Company one ofthe attractive companies in the pharmaceutical industry with long term wealth creationopportunity for its employees linked to the Company’s long term growth. The Scheme isin terms of the Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 and is subject to approval by members of the Company. 3091284 equityshares of Rs. 2 each being 4% of the paid-up equity share capital of the Companyas on March 31 2021 have been reserved under the Scheme. The Company proposes to issuetime-based options and performance-based options under the Scheme on such terms andconditions as determined by the Board/Compensations Committee from time to time.

The disclosure of details in respect of employee stock option scheme set-up withapproval of the members of the Company granted at extra ordinary general meeting held on18-3-2004 (‘the said old scheme") as required under the Companies (ShareCapital and Debentures) Rules 2014 is set out in Schedule-I to this report. There was nogrant vest exercise or lapse of options during the year under the said old scheme. Therewas no change in the said old scheme during the year and it is in compliance with SEBI(Share Based Employee Benefits) Regulations 2014. Disclosure in respect of the said oldscheme required in terms of SEBI Circular CIR/CFD/POLICY CELL/2/2015 dated June 16 2015are posted on the Company’s website www.jbcpl.com and web link thereto ishttps://www.jbcpl.com/investors/pdf/2021Rs.2022ESOPd31032021. pdf. As the said old schemeis not operational for long time and the Company does not plan to use the same and furtherthat all options granted under the said old scheme are either exercised or lapsed Boardbasis recommendation of the Compensation Committee has withdrawn and revoked the said oldscheme effective 1-4-2021.

19. RISK MANAGEMENT

The Board of directors has developed and implemented risk management policy for theCompany. Pursuant to the Listing Regulations the Board has constituted Risk ManagementCommittee and delegated monitoring and review of the risk management plan to theCommittee. Committee would periodically review status of mitigation measures taken inrespect of risk management plan and would report progress thereof and new risks identifiedto the Board and Audit Committee. Board at present does not perceive any element of riskwhich may threaten existence of Profit before tax atRs. 593.71 crores registeredgrowth of 74.85% mainly due to higher sales of chronic segment products lower theCompany.

20. INTERNAL FINANCIAL CONTROLS

The Board has adopted internal financial controls encompassing policies and proceduresfor ensuring the orderly and efficient conduct of the business including adherence toCompany’s policies safeguarding the Company’s assets prevention and detectionof fraud and errors accuracy and completeness of the accounting records and timelypreparation of reliable financial information. The specific internal financial tofinancial statements include internal audit and processes relating to preparation offinancial statements adoption of well-defined standard operating procedure for businesstransactions and compliance relating thereto use of ERP for accuracy and control reviewof periodically prepared financial statements with objective to ensure that financialstatements present true and fair view and are sufficient/credible and in compliance withlegal and regulatory requirement. The Board has appointed Ernst & Young LLP asinternal auditor to periodically audit systems and controls in all key areas of operationsto ascertain effective functioning of internal controls including internal financialcontrols. In the opinion of the Board the Company has adequate internal controls withreference to the financial statements. Neither management of the Company has come acrossany instance of fraud during the year 2020-21 nor the auditors of the Company has reportedany such instance to the Audit Committee.

21. LOANS GUARANTEES AND INVESTMENTS

During the year the Company has not given any loan or guarantee or made any investmentattracting the provisions of Section 186 of the Companies Act 2013. Hence there is noinformation to be furnished pursuant to Section 134(3)(g) of the Companies Act 2013.

22. COST RECORDS

The Company is required to maintain cost records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013 and such accounts andrecords are duly made and maintained by the Company. The Company is further required toget such cost records audited by a cost auditor in accordance with the Companies (CostRecords and Audit) Rules 2014 and furnish cost audit report received from the costauditor to the or material order affecting the going concern Central Government within theprescribed time. The Company is in compliance with these provisions.

23. SECRETARIAL AUDIT REPORT

Ashish Bhatt & Associates Practising Company Secretaries Secretarial Auditor ofthe Company carried out secretarial audit for the financial year 2020-21 as the CompaniesAct 2013 and the rules made there under. The secretarial audit report given by the saidauditor is annexed to this report as Schedule-J.

24. AUDITORS

DNV & Co. Chartered Accountants (having firm registration no. 102079W) auditorof the Company resigned during the year in order to enable the Company to appointauditors who have more acceptability among institutional investors as also auditors whohave resources to assign across geographies in which the Company and its subsidiariesfunction so as to bring time and cost efficiencies. This resignation became effectiveafter signing limited review report for quarter ended 30-9-2020 on 10-11-2020. Boardbasis recommendation of the Audit Committee appointed Deloitte Haskins & Sells LLP(having firm registration no.117366W/W-100018) as auditor in casual vacancy whichappointment was also approved by members of the Company on 23-12-2020. Deloitte Haskins& Sells LLP thus hold office up to the date of ensuing annual general meeting. Boardon the basis of recommendation of the Audit Committee now proposes to appoint DeloitteHaskins & Sells LLP as auditor to hold office as such for a term of five (5) yearscommencing from 23-12-2020 (being the date of passing of resolution through postal ballotfor their appointment as auditors in casual vacancy) until conclusion of the 49thannual general meeting of the Company at such remuneration as may be agreed by the Boardof directors with the auditors. Board recommends appointment of Deloitte Haskins &Sells LLP to the members for approval.

25. OTHER DISCLOSURES AND CONFIRMATIONS

Board has to make further disclosures and provide confirmations as required as under:

The Company has placed annual return referred to in sub-section (3) of section 92 onits website www.jbcpl.com.

No regulator or court or tribunal has passed during the year any and significantCompany’s operations in future.

The Company has complied with applicable Secretarial Standards specified by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the

Companies Act 2013.

The Company has complied with the provisions relating to the providedunderSection204ofconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

26. HEALTH AND SAFETY

The Company continues to accord high priority to health and safety of employees andworkmen at all manufacturing locations. Annual medical check-up of all employees at allsites was carried out. The Company also conducted safety training programmes andmock-drills for increasing disaster preparedness awareness among all employees at theplants. There was no casualty at any site during the year.

For and on behalf of the Board of Directors

Ranjit Shahani

Chairman

Place : Mumbai

Date : June 14 2021

.