the members of
Jagsonpal Pharmaceuticals Limited
On behalf of the Board of Directors (the "Board") of the Company it gives meimmense pleasure to present the 42nd Board's Report along with the BalanceSheet Profit and Loss account and Cash Flow statements for the financial year endedMarch 31 2021.
1. Financial Performance
The standalone financial statements for the financial year ended March 31 2021forming part of this Annual Report have been prepared in accordance with the IndianAccounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
Key highlights of financial performance of your Company for the financial year 2020-21are provided below:
(Rs. in Lakhs)
|Particulars ||Current Year ||Previous Year |
|Revenue from Operations ||18794.56 ||15856.78 |
|Other Income ||439.33 ||252.62 |
|Operating Expenditure ||16886.71 ||15003.53 |
|Profit for the year before Interest Depreciation & Amortization and Tax ||2347.18 ||1105.87 |
|Less: Financial Expenses ||51.35 ||51.41 |
|Depreciation ||108.60 ||112.98 |
|Profit before tax ||2187.23 ||941.48 |
|Exceptional Items ||- ||- |
|Provision for taxation ||604.70 ||157.15 |
|Deferred Tax ||(123.30) ||(2.75) |
|Profit after Tax ||1705.83 ||787.08 |
|Balance brought forward || ||4113.27 |
|Profit available for appropriation || ||4900.35 |
|Appropriations: || || |
|Proposed Dividend ||262 ||131 |
|Additional Income Tax ||0 ||0 |
|Transfer to General Reserve ||0 ||0 |
|Balance carried forward ||5858.87 ||4769.35 |
2. State of Company's Affairs
During the period ended 31st March 2021 despite of the pandemic ofCOVID-19 the sales of the Company has been managed well and stood at Rs. 18794.56 lakhsas compared to the sales of previous year 31.03.2020 which was Rs. 15856.78 lakhs. Theprofit before tax barring exceptional items increased from Rs. 941.48 Lakhs to Rs. 2187.23Lakhs during the year.
Your directors are pleased to recommend a dividend at the rate of 20% per equity shareof face value of Rs. 5/- each for the year ended 31st March 2021. The FinalDividend subject to the approval of Members at the Annual General Meeting on Thursday 30thDay of September 2021 will be paid on or after Monday 5th Day of October2021 to the Members whose names appear in the Register of members of the Company aftergiving effect to valid share transfers lodged with the Company on or before Thursday 23rdDay of September 2021 and as beneficial owners as at the end of business hours onThursday 23rd Day of September 2021 as per the list furnished by NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL) in respect of shares held in dematerialized form.
The proposed dividend will absorb a sum of Rs. 261 Lakhs. In view of the changes madeunder the Income- tax Act 1961 by the Finance Act 2020 dividends paid or distributedby the Company shall be taxable in the hands of the Shareholders. Your Company shallaccordingly make the payment of the Final Dividend after deduction of tax at source.
4. Transfer to Reserve
Directors did not propose to transfer any amount to the General Reserve.
5. Change in the Nature of Business if any
During the year under review there has been no change in the nature of business of theCompany.
6. Material changes and commitments after the balance sheet date
There was no material change and commitment in the business operations of the Companyaffecting the financial position of the Company which have occurred between the end of thefinancial year of the Company to which the financial statements relate and the date ofthis report.
7. Details of Significant and Material Orders passed by the Regulators or Courts orTribunals impacting the going concern status and company's operations in future
There was no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.
8. Details in respect of adequacy of Internal Financial Controls with reference to thefinancial statements
a The Company has appointed Internal Auditors to observe the Internal Control systemsand effectiveness of its functioning who regularly monitor the workflow of theorganization in terms of the approved policies of the Company. In every quarter InternalAuditors present the Internal Audit Report and Management comments on the Internal Auditobservations;
b The Board of Directors of the Company has adopted various policies related to RelatedParty Transactions Whistle Blower mechanism and other procedures for ensuring the orderlyand efficient conduct of business. The Company's system of internal control has beendesigned to provide a reasonable assurance with regard to maintaining of proper accountingcontrols monitoring of operations safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information;
c The Company has ERP suite for a reliable high end comprehensive disciplined andintegrated business solution.
During the year under review the Company has not accepted any fixed deposit underChapter V of the Companies Act 2013 and as such no amount on account of principal orinterest on deposits from public was outstanding as on 31st March 2021.
10. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
As stipulated under the provisions of Section 134(3) the Companies Act 2013 read withthe (disclosure of particulars in the report of Board of Directors) rules Annexure 'A'contains the particulars pertaining to Conservation of Energy Technology absorption andForeign Exchange earnings and outgo.
11. Particulars of Employees
The Company continued to maintain cordial relations with its employees at all levels.No man-days were lost during the period due to industrial strike. The information asrequired under the Companies Act 2013 read with the Companies (Particulars of Employees)Rules is enclosed in "Annexure B" and forms part ofthis Report.
a) Statutory Auditors:
As per the provisions of Section 139 of the Companies Act 2013 M/s H.L. Bansal &Co. Chartered Accountants were appointed as the Statutory Auditors of the Company for theperiod of five years.
The Auditor's Report for the financial year 202021 does not contain any qualificationreservation or adverse remark. The Auditor's Report is enclosed with the financialstatements in this Annual Report.
b) Secretarial Auditors:
Pursuant to provisions of Section 204 the Companies Act 2013 and rules made thereunder the Board has appointed. M/s Mukesh Arora & Co. Practicing Company Secretariesas Secretarial Auditors to conduct Secretarial Audit for the financial year 2021-22.
The Secretarial Auditors' Report for the year 202021 has been received from theSecretarial Auditors'. The report does not contain any qualification reservation oradverse remark.
The report is annexed herewith as Annexure - "C".
During the year under review the Company has complied with the applicable provisionsof the Secretarial Standards.
c) Cost Auditors:
The Board has appointed M/s. R. Krishnan as Cost Auditor for the year 2021-22. Theremuneration of the cost auditor is subject to the approval by the members.
The Company has made and maintained the cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013.
13. Share Capital
During the year under review there is no change in the Share Capital of the Company.
14. Extract of the Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 the Companyhas placed a copy of the Annual Return as at March 31 2021 on its website athttps://www.apmindustries.co.in/wp- content/uploads/2021/08/Annual-Return-for-Financial-Year-2020-2021.pdf. By virtue of amendment to Section 92(3) of the Companies Act 2013the Company is not required to provide extract of Annual Return (Form MGT-9) as part ofthe Board's Report.
15. Corporate Social Responsibility (CSR) Activities
The Board of Directors of the Company on the recommendation of CSR Committee hasadopted a CSR Policy which inter-alia states the CSR activities to be undertaken by theCompany. The Policy may be referred at the Company's official website. (Annexure )
16. Directors and Key Managerial Personnel:
a Changes during the year under review:
During the year under review there is no change in the Key Managerial Personnel.
b Declaration by Independent Directors
The Company has received declarations / confirmations from all the IndependentDirectors of the Company as required under Section 149(7) of the Companies Act 2013 readwith Rule 6 of the Companies (Appointment and Qualification of Directors) Rules 2014 andRegulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
c Familiarization Program undertaken for Independent Directors
The Independent Directors are familiarized with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. pursuant to Regulation 25(7) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. On appointment theIndependent Director is issued a Letter of Appointment setting out in detail the terms ofappointment duties responsibilities and expected time commitments. Each newly appointedIndependent Director undergoes a formal induction program on the Company's operationsmarketing finance and other important aspects. The Company Secretary briefs the Directorabout their legal and regulatory responsibilities as a Director. The Directors are alsoexplained in detail the various compliances required from them as a Director under thevarious provisions of the Companies Act 2013 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 SEBI (Prohibition of Insider Trading) Regulations 2015the Code of Conduct of the Company and other relevant regulations.
d) Key Managerial Personnel
Mr. Rajpal Singh Kochhar Chairman & Managing Director (CMD) Mr. Sanjiv KumarDudeja Chief Financial Officer (CFO) and CS Nandita Singh Company Secretary are thewhole-time Key Managerial Personnel of the Company as per Section 203 of the CompaniesAct 2013.
17. Annual evaluation of board's performance
Pursuant to the requirement of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 performance of each member ofthe Board/ Committees of Board is evaluated on an annual basis. The evaluation is done bythe Board the Nomination and Remuneration Committee and the Independent Directors withspecific focus on the performance and effective functioning of the Board / Committees andindividual Directors the member under evaluation not being present in evaluation process.
The following were the Evaluation Criteria:
a) For Independent Directors:
Commitment to the fulfillment of directors' obligations and fiduciaryresponsibilities
Core Competencies Knowledge and Skills
Duties Role and Functions
Ability to contribute to and monitor good governance practices
Fulfillment of the Independence Criteria and their independence from themanagement
b) For Executive Directors:
Performance as Team Leader/Member
Evaluating Business Opportunity and analysis of Risk Reward Scenarios
Set Key Goals and Achievements
Professional Conduct and Integrity
Flow of information to Board members and between the Board and management
The quality and quantity of information
The Directors expressed their satisfaction with the evaluation process.
18. Number of Meetings of the Board of Directors
During the financial year ended 31st March 2021 four Board Meetings wereheld on:
1. 29th Day of July 2020
2. 10TH Day of November 2020
3. 12th Day of February 2021
4. 18th Day of March 2021
Details of the Board meetings held during the financial year have been furnished in theCorporate Governance Report forming part of this Annual Report.
19. Meetings of Independent Directors:
During the year under review a meeting of Independent Directors was held on 12thFebruary 2021 wherein the performance of the Non-Independent Directors the Chairman andthe Board as a whole was reviewed. The Independent Directors at their meeting alsoassessed the quality quantity and timeliness of flow of information between the Company'smanagement and the Board of Directors of the Company.
20. Committees of the Board
The Company has constituted/re-constituted various Board level committees in accordancewith the requirements of Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Details of all the above Committees along with theircomposition and meetings held during the year under review are provided in the Report onCorporate Governance forming part of this Annual Report.
a) Audit Committee
The Audit Committee presently comprises of Capt. Bharat Sinh Chairman Dr. IshaplSingh Ghai Dr. Ashok Kumar Pati and Mrs. Jasbir Kaur Kochhar as Members. The powersrole and terms of reference of the Audit Committee covers the areas as contemplated underRegulation 18 and part C of Schedule II of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 177 of the Companies Act 2013 and such otherfunctions as may be specifically delegated to the Committee by the Board from time to timeThe terms of reference of the Audit Committee particulars of meetings held and attendancethereat are mentioned in the Corporate Governance Report forming part of this AnnualReport.
b) Nomination And Remuneration Committee
The Nomination and Remuneration Committee presently comprises of Capt. Bharat SinhChairman Dr. Ishapl Singh Ghai and Mrs. Jasbir Kaur Kochhar as Members. The powers roleand terms of reference of the Nomination and Remuneration Committee covers the areas ascontemplated under Regulation 19 and part D of Schedule II of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and Section 178 ofthe Companies Act 2013besides other terms as may be referred by the Board of Directors. The terms of referenceof the Nomination and Remuneration Committee particulars of meetings held and attendancethereat are mentioned in the Corporate Governance Report forming part of this AnnualReport.
c) Stakeholders' Relationship/ Grievance Committee
The Stakeholders' Relationship/Grievance Committee presently comprises of Capt. BharatSinh Chairman Dr. Ishapl Singh Ghai and Mrs. Jasbir Kaur Kochhar as Members. The termsof reference of the Stakeholders' Relationship/ Grievance Committee particulars ofmeetings held and attendance thereat are mentioned in the Corporate Governance Reportforming part of this Annual Report.
d) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee presently comprises of Capt. Bharat SinhChairman Dr. Ishapl Singh Ghai and Mrs. Jasbir Kaur Kochhar as Members. The terms ofreference of the CSR Committee particulars of meetings held and attendance there at arementioned in the Corporate Governance Report forming part of this Annual Report.
21. Policy on Directors' Appointment and Remuneration
The Company has adopted a Nomination and Remuneration Policy on Directors' Appointmentand Remuneration including criteria for determining qualifications positive attributesindependence of a director and other matters as provided under Section 178(3) of theCompanies Act 2013. The Policy is enclosed as a part of this report in compliance withSection 134(3) of the Companies Act 2013.
22. Whistle Blower Policy/Vigil Mechanism
The Company has established a vigil mechanism/ Whistle Blower Policy and overseasthrough the committee the genuine concerns expressed by the employees and otherDirectors. The Company has also provided adequate safeguards against victimization ofemployees and Directors who express their concerns. The Company has also provided directaccess to the chairman of the Audit Committee on reporting issues concerning the interestsof co-employees and the Company. The Whistle Blower policy as approved by the Board hasbeen uploaded on the website of the Company.
23. Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition And Redressal) Act 2013
The Company as an organization is committed to provide a healthy environment to all itsemployees and thus does not tolerate any discrimination and/or harassment in any form.The Company has in place a Prevention of Sexual Harassment Policy in line with therequirement of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The Company has set up Internal Complaint Committee which is chairedby a female employee of the Company. No complaints of sexual harassment were receivedduring the financial year 2020-2021.
24. Subsidiaries Associates and Joint Venture
The Company does not have any subsidiary/joint venture/associate companies within themeaning of Companies Act 2013.
25. Particulars of Loan Guarantee or Investments
Pursuant to Section 186 of the Companies Act 2013 and Schedule V of the ListingRegulations disclosure on particulars relating to Loans Advances Guarantees andInvestments are provided as part of the financial statements.
26. Particulars of Contracts or Arrangements with Related Parties
All the transactions done with related parties for the year under review were on arm'slength basis and are in compliance with the applicable provisions of the Act and SEBI(Listing Obligations & Disclosure Requirements) Regulation 2015 There are nomaterial significant related party transactions made by the Company with PromotersDirectors or Key Managerial Personnel etc. which may have potential conflict with theinterest of the Company at large expect the transactions which are reported. Transactionswith related parties entered by the Company in the normal course of business areperiodically placed before the Audit Committee of the Company for its approval. The policyon materiality of Related Party Transactions and also on dealing with Related PartyTransactions as approved by the Board of Directors is uploaded on the website of theCompany.
27. Corporate Governance
Your Company is committed to achieve the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set by the Regulators/ applicable laws.Our focus on corporate governance where investor and public confidence in companies is nolonger based strictly on financial performance or products and services but on a company'sstructure its Board of Directors its policies and guidelines its culture and thebehavior of not only its officers and directors but also all of its employees.
Our approach is proactive starting with our Leadership Team. It is also deeplyingrained in our corporate culture guiding how we work and how we do business. Wecontinually discuss by laws and governance practices changing our policies when necessaryand pointing out areas where we need to improve our performance. We also compare ourpractices to the criteria used by outside organizations to evaluate corporate performance.
A separate section on Corporate Governance standards followed by the Company asstipulated under regulation 34(3) read with schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is enclosed as an Annexure to this report. Thereport on Corporate Governance also contains certain disclosures required under theCompanies Act 2013.
A requisite certificate from M/s. H.L. Bansal & Co. Chartered Accountantsconfirming compliance with the conditions of Corporate Governance as stipulated under theaforesaid schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is attached to the Corporate Governance Report.
28. Management Discussion and Analysis Report
A separate report on Management Discussion and Analysis relating to business andeconomic environment surrounding your company is enclosed as a part of the Annual Report.
29. Directors Responsibility Statement
Pursuant to Section 133 of the Companies Act 2013 your Directors state that:
a In the preparation of the Annual Accounts for the year ended March 31 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b the Directors have selected such accounting policies and applied them consistentlyand have made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2021 and of theprofit and loss of the Company for the year ended on that date;
c the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d the Directors have prepared the annual accounts on a going concern basis;
e the Directors have laid down internal financial controls to be followed by theCompany and that such systems are adequate and are operating effectively; and
f the Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
30. Transfer to Investor Education and Protection Fund
Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (the Rules') all unpaidor unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Central Government after completion of seven years. Further accordingto the rules the shares in respect of which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall also be transferred to the demataccount created by the IEPF Authority. Accordingly the Company has transferred theunclaimed and unpaid dividends. Further the corresponding shares will be transferred asper the requirement ofthe IEPF rules details ofwhich are provided on our website.
31. Compliance with Secretarial Standards on Board and General Meetings
During the year under review your Company has complied with applicable SecretarialStandards issued by the Institute of Company Secretaries of India.
32. Listing with Stock Exchanges
Your Company is listed with BSE Ltd. and National Stock Exchange of India Ltd. and theCompany has paid the Listing Fees to the said exchanges on time.
Certain statements in the 'Management Discussion and Analysis' section may beforward-looking and are stated as required by applicable laws and regulations. Manyfactors may affect the actual results which would be different from what the Directorsenvisage in terms of the future performance and outlook. Investors are cautioned that thisdiscussion contains forward looking statement that involve risks and uncertaintiesincluding but not limited to risks inherent in the Company's growth strategy dependenceon certain businesses dependence on availability of qualified and trained manpower andother factors discussed. The discussion and analysis should be read in conjunction withthe Company's financial statements and notes on accounts
The Board of Directors would like to record their appreciation and gratitude to allemployees of the organisation for their active co-operation and involvement. Thanks arealso due to Jagsonpal customers dealers suppliers and bankers. The Directors alsoacknowledge with gratitude the valuable and timely advice guidance and support receivedfrom Government authorities Securities and Exchange Board of India and Stock Exchanges in-functioning Company.
|For and ||on behalf of the Board of Directors |
|Place: New Delhi ||RAJPAL SINGH KOCHHAR Chairman & Managing Director |
|Dated: 30/06/2021 ||(DIN 00059492) |