To the members of Jagsonpal Pharmaceuticals Limited
Your Directors have the pleasure in presenting their 39th Annual Report of the Companyand the Audited Accounts for the period ended 31st March 2018.
The financial performance of the Company is as under:
|Particulars ||Current Year ||Previous Year |
|Sales ||12660.42 ||14507.20 |
|Operating Expenditure ||11641.13 ||13883.46 |
|Profit before interest depreciation and tax ||-1064.97 ||623.74 |
|Financial Expenses ||65.72 ||264.48 |
|Depreciation ||31.98 ||199.40 |
|Profit before tax ||-1162.67 ||159.86 |
|Exceptional Items ||- ||1279.91 |
|Provision for taxation || ||287.93 |
|Profit after Tax ||-1155.06 ||1186.47 |
|Deferred Tax ||-7.61 ||-34.73 |
|Balance brought forward ||4708.74 ||3522.27 |
|Profit available for appropriation ||3546.07 ||4708.74 |
|Appropriations: || || |
|Proposed Dividend ||26.20 ||26.20 |
|Additional Income tax on Dividend ||5.34 ||5.33 |
|Transfer to General Reserve ||0 ||20.00 |
|Balance carried forward ||3514.53 ||4657.21 |
During the period ended 31st March 2018 the sales of the Company decreased to Rs.12660.42 lacs from Rs. 14507.20 lacs as compared to period ended 31.3.2017. The Companyincurred losses to the tune of Rs. 1155.06 lacs. The Board hopes to recover in the nextfinancial year.
Management Discussions & Analysis Report
Indian Pharma Industry Scenario
The Indian pharmaceuticals market (IPM) has seen doubledigit growth in the last oneyear. The Indian Pharmaceuticals market is forecast to grow at a compound annual growthrate (CAGR) of 118% (+-3%) between 2015 to 2020 reaching Rs. 1859.5 billion by 2020.
In India Gross Domestic Product (GDP) grew by 7.1% in the Fiscal Year 2016-17 whichmakes India the fastest growing G20 economy. The acceleration of structural reforms themove towards a rule-based policy framework and low commodity prices have provided astrenthened growth impetus. Recent deregulation measures and effrots to improve the easeof doing business have boosted foreign investment. In April 2017 the world economicoutlook (WEO) report by the International Monetary Fund estimated that domestic demandand a growth in exports will remain key drivers towards GDP growth. Medium-term growthprospects remain favourable according to the WEO report with growth forecast to rise 8%due to the implementation of key reform loosening of supply-side bottlenecks andappropriate fiscal and monetary policies. In addition the country's most significant taxreform in decades the Goods & Services Tax (GST) was approved in Parliament with anexpectation for implementation during the latter half of 2017.
In the Union Budget 2017 the government has demonstrated its commitment to increasehealthcare spending. The National Health Plan has been approved by the cabinet and aims ata holistic approach to address the healthcare problems of all sectors of society and theirsolutions with participation from the private sector as strategic partners in the mission.It envisages private sector collaboration for strategic purchasing capacity buildingskill development programmes awareness generation developing sustainable networks forthe community to strengthen mental health services and disaster management. The policyalso advocates financial and non-financial incentives for encouraging private sectorparticipation. Your company welcomes these measures to serve more patients of our country.
Presently the market size of the pharmaceutical industry in India stands at US$ 20billion. Indian pharmaceutical manufacturing facilities registered with the US Food andDrug Administration (FDA) at 523 highest for any country outside the US.
The Company is taking elaborate steps to increase its geographical presence andvisibilities within the medical fraternity for greater repeat recall of products of theCompany.
Certain statement with respect to Management Discussion and analysis and may beforwarded looking and are stated as required by the applicable laws and regulations. Thefuture results of the Company may be affected by many factors which could be differentfrom what the Directors envisage in terms of future performance and outlook.
Despite losses incurred your Directors are pleased to recommend for your considerationa dividend of 2% out of reserves. This will absorb a sum of Rs.2619800.00 (Sum forprevious period Rs. 2619800.00 exclusive of Corporate tax thereon).
Particulars of Loan Guarantees or Investments
The Company has neither given any loans nor provided any guarantee to entities as perprovisions of Section 186 of the Act.
Transfer to Reserve
During the year on account of losses directors did not transfer any amount toreserves.
The Company has not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of the balance sheet date
Mrs. Jasbir Kaur Kochhar woman director was appointed as director on 30thSeptember 2017 whose tenure ceases on ensuing Annual General Meeting being eligible forreappointment the board recommends her appointment as woman director from 39th AGM to 43rd AGM.
Mr. Rajpal Singh Kochhar is interested director in this appointment. Mrs. Jasbir KaurKochhar is having inter - se - relationship mother - son.
Mr. Bharat SInh and Dr. Ishpal SIngh Ghai Directors are due for re-appointment fromconclusion of this 39th Annual General Meeting till the conclusion of 43 rd Annual GeneralMeeting of the Company. Board proposes their reappointment through Special Resolution.
Internal Financial control and its adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of fraud error reporting mechanisms theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
Significant and material orders
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
Extract of Annual Return
In accordance with Section 134 (3) (a) of the Companies Act 2013 an extract of theannual return in the prescribed is appended as Annexure - D to the Board Report.
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 of the IEPF rules details of which are provided on our website.
Auditors & Auditor's Reports
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 Auditors Report for fiscal 2018 does not contain any Qualification reservation oradverse remarks. Auditors' Report is enclosed with the financial Statements in this AnnualReport.
The Board has subject to approval of Central Government re-appointed Mr. SubhashisPatri as Cost Auditor for the year 2018-19. Their appointment is subject to ratificationby shareholders.
Pursuant to provisions of Section 204 the Companies Act 2013 and rules there underthe Board has appointed. Mr. Mukesh Arora Practicing Company Secretary as SecretarialAuditors of the company for fiscal 2019.
The Secretarial Auditors' Report for the year 2017-18 has been received from theSecretarial Auditors'. The report does not contain any qualification reservation oradverse remark. The report is annexed herewith as Annexure - C.
Energy Technology & Foreign Exchange
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 earning and outgo.
The Company continued to maintain cordial relations with its employees at all levels.No man-days were lost during the period due to industrial strife. The information asrequired under the Companies Act 2013 read with the Companies (Particulars of Employees)Rules is enclosed in Annexure B' and forms part of this Report.
The Company is committed to good corporate governance in line with the ListingAgreement. The Company is in compliance with the provisions on corporate governancespecified in the Listing Agreement with NSE & BSE.
A certificate of compliance from M/s Mukesh Arora & Co. Practicing CompanySecretary and the report on corporate Governance forms part of this Director Report.
Internal Control Systems and Risk Management :
The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The committee will on quarterly basis provide statusupdates to the Board of Directors of the Company.
Directors Responsibility Statement
Pursuant to Section 133 of the Companies Act 2013 and SEBI guidelines your Directorsstate that:
a In the preparation of the annual accounts for the year ended March 31 2018 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 judgements and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2018 and of theloss 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.
Implementation of Indian Accounting Standards
As per directive of concerned authorities of the Government Company has complied withthe Indian Accounting standards (IND AS) for the accounting period beginning from April 1st 2017 onwards with comparatives for periods ending on 31st March 2017.
Corporate Social Responsibility
The provisions of the Companies Act 2013 with respect to corporate responsibilities arenot applicable on the Company
Contracts And Arrangements With Related Parties
In line with the requirements of the Companies Act 2013 and LODR your Company hasformulated a policy on Related Party Transactions. All related party transactions that areentered into during the year were on arm's length basis and were in the ordinary courseof business. All Related Party Transactions are placed before the Audit Committee forreview and approval. Prior omnibus approval is obtained for Related Party Transactions ona quarterly basis for transactions which are of repetitive nature and/or entered in theordinary course of business and are at arm's length. Adequate disclosures have been madein Sch.-23.
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 Exchangesin-functioning Company.
For and on behalf of the Board of Directors
| ||RAJPAL SINGH KOCHHAR |
|Place : New Delhi ||Chairman & Mg. Director |
|Dated : 09/08/2018 ||(DIN 00059492) |