Your Directors are pleased to present their Report together with theAudited Standalone and Consolidated Financial Statements for the financial year endedMarch 31 2022.
Jubilant Ingrevia Limited (the Company' or JubilantIngrevia') is a global integrated Life Science products and Innovative Solutionsprovider serving Pharmaceutical Nutrition Agrochemical Consumer and Industrialcustomers with customised products and solutions that are innovative cost-e_ective andconforming to excellent quality standards.
The Company offers a broad portfolio of high quality ingredients thatfind application in a wide range of industries. The Company has over 2100 employees andserves more than 1500 customers in more than 50 countries across the world. TheCompany's portfolio also extends to custom research and manufacturing forpharmaceutical and agrochemical customers on an exclusive basis. Jubilant Ingrevia is aResponsible Care certified Company driven by the motive to add value to millions of livesthrough innovations and cutting-edge technology. As a leader in key products that theCompany manufactures it takes pride in being a partner of choice for its valuedcustomers..
RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS FINANCIALRESULTS
The financial performance of the Company for FY 2022 is summarisedbelow:
| || || || ||(Rs/million) |
|Particulars ||Standalone ||_Consolidated |
| ||_Year ended _March 31 2022 ||_Year ended _March 31 2021* ||_Year ended _March 31 2022 ||_Year ended _March 31 2021* |
|Revenue from operations ||48604 ||6689 ||49494 ||6841 |
|Total operating expenditure ||40474 ||5721 ||41176 ||5670 |
|Earnings before Interest Taxes Depreciation and Amortisation expense (EBITDA) (before other income) ||8130 ||968 ||8318 ||1171 |
|Other income ||288 ||25 ||315 ||26 |
|EBITDA ||8418 ||993 ||8633 ||1197 |
|Depreciation and amortisation expense ||1201 ||214 ||1234 ||221 |
|Finance costs ||462 ||95 ||309 ||73 |
| || || || ||(Rs/million) |
|Particulars ||Standalone ||_Consolidated |
| ||_Year ended _March 31 2022 ||_Year ended _March 31 2021* ||_Year ended _March 31 2022 ||_Year ended _March 31 2021* |
|Exceptional items ||- ||129 ||- ||129 |
|Share of loss of an associate ||- ||- ||(1) ||- |
|Profit before tax ||6755 ||555 ||7089 ||774 |
|Total tax expense ||2232 ||169 ||2322 ||230 |
|Profit for the year (PAT) ||4523 ||386 ||4767 ||544 |
|Attributable to: || || || || |
|- Owners of the Company ||4523 ||386 ||4767 ||544 |
|- Non-controlling interests ||- ||- ||- ||- |
|Other comprehensive income ||(12) ||(2) ||956 ||50 |
|Total comprehensive income for the period ||4511 ||384 ||5723 ||594 |
|Balance in Retained earnings at the ||2504 ||(2) ||4165 ||(2) |
|beginning of the year || || || || |
|Profit for the year (attributable to owners of the Company) ||4523 ||386 ||4767 ||544 |
|Re-measurement of defined benefit obligations ||(12) ||(2) ||(11) ||(2) |
|Adjustment on account of demerger pursuant to the Composite scheme ||- ||2122 ||- ||3625 |
|Dividend ||(454) ||- ||(454) ||- |
|Transfer to retained earnings on sale of investment ||- ||- ||842 ||- |
|Others ||- ||- ||1 ||- |
|Balance in Retained earnings at the end of the year ||6561 ||2504 ||9310 ||4165 |
*The figures for FY 2022 are not comparable with previous year endedMarch 31 2021 since the figures for the previous year ended March 31 2021 are financialresults for only two months of the demerged Life Science Ingredients (LSI')business from Jubilant Pharmova Limited from the effective date of demerger i.e. February1 2021 till March 31 2021.
Further pursuant to the Composite Scheme of Arrangement fivesubsidiaries of Jubilant Pharmova Limited namely Jubilant Infrastructure Limited JubilantLife Sciences (USA) Inc. Jubilant Life Sciences International Pte. Limited Jubilant LifeSciences (Shanghai) Limited and Jubilant Life Sciences NV became subsidiaries of theCompany effective from February 1 2021. Accordingly the Company had preparedconsolidated Financial Statements for FY 2021 by incorporating financials of thesesubsidiaries for two months' period from February 1 2021 to March 31 2021.
(i) Standalone Financials Revenue from Operations
In FY 2022 on a standalone basis your Company recorded total revenuefrom operations of Rs 48604 million.
For FY 2022 EBITDA stood at Rs 8418 million with EBITDA margins at17%.
Reported Net Profit after Tax
Reported PAT was Rs 4523 million in FY 2022.
(ii) Consolidated Financials
The consolidated financial statements prepared in accordance with theprovisions of the Companies Act 2013
(the Act') the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (the ListingRegulations') and Indian Accounting Standards (Ind-AS) as per the Companies (IndianAccounting Standards) Rules 2015 notified under Section 133 of the Act form part of theAnnual Report. Your Company has prepared consolidated financial statements for FY 2021 byincorporating financials of the subsidiaries for two months starting from February 12021 being the date when the subsidiaries of Jubilant Pharmova Limited becamesubsidiaries of the Company pursuant to the demerger.
Your Company reported revenue from operations H 49494 million EBITDAwas H 8633 million and PAT was 4767 million on a consolidated basis in FY 2022. DuringFY 2022 the segment revenue from the Speciality Chemicals was Rs 13926 millionNutrition and Health
Solutions was H 7673 million and Chemicals Intermediates revenue wasRs 27895 million. The overall EBITDA in FY 2022 was H 8633 million translating to EBITDAmargin of 17%.
Further in FY 2022 the net profit attributable to the owners of theCompany was Rs 4767 million and the basic EPS stood at H 29.98 (Diluted H 29.97).
Your Company continues to do the capacity optimisation and expansion ofexisting products based on the global demand situation and in addition has envisagedopportunity based growth plans through investments on new product platforms and newbusiness areas for future growth. Your Company's ongoing capital investment projectsare moving as per the plan and it has already committed capex worth Rs 800 crore so far.All plants with this committed investment are expected to be commissioned by FY 2024. YourCompany has also firmed up additional growth capital investments during FY 2023 & FY2024 it plans to commit additional capex worth Rs 1250 crore to expand its footprints inall business segments including its newly added product platforms like Diketene and newbusiness areas like Agro Actives and further strengthen the Company's leadership inchosen areas of product portfolios including in CDMO projects. Your Company has plans tocomplete and commission all these new plants by FY 2025.
Under its three business segments your Company is working towards thefollowing expansions in addition to capacity optimisation and expansion of existingproducts:
Under its Speciality Chemicals business segment your Company willundertake capital expenditure towards the following:
CDMO (GMP) Multipurpose plant - For Pharma intermediates
CDMO (Non-GMP) - Multipurpose plants for Pharma & Agrointermediates.
MPP Agro Active plant - Moving up the value chain to final Agroactives.
Diketene Plant - Moving up the value chain of Ketene growingdemand & exit of the old leading producer.
In addition to above committed capital expenditure your Company willalso undertake projects for further product expansions in Diketene derivativesAgrochemical Intermediates and Agro Actives (Fluorination based Fungicide).
Nutrition and Health Solutions
Under the Nutrition and Health Solutions business segment your Companywill undertake capital expenditure towards the following:
Vitamin B3 expansion - For niche end uses in Food Cosmetics& Pharma
Animal & Human Nutrition Premix plant - Moving up the valuechain from ingredients to Premixes to improve the portfolio of products.
In its Life Science Chemicals business segment your Company willundertake capital expenditure towards the following:
Acetic Anhydride capacity expansion - Growing demand &geographic expansion
Grain based Specialty Ethanol Plant at Gajraula - Shift frommolasses based to grain based alcohol Overall three business segments hold an optimisticoutlook for the coming years as it continues to stay invested in the long-term projects todrive growth. A detailed note on Performance Review is given under
Management Discussion and Analysis Report'.
TRANSFER TO RESERVES
During the year under review no amount was transferred to generalreserves by the Company.
During the year the Board of Directors of the Company declared aninterim dividend of H 2.50 (250%) per equity share at its Board Meeting held on February01 2022 on 159281139 equity shares of Rs 1 each. The Directors are pleased torecommend a final dividend of H 2.50 (250%) per equity share of Rs 1 each which ifapproved at the forthcoming Annual General Meeting will be paid to all those EquityShareholders of the Company whose names appear in the Register of Members and whose namesappear as beneficial owners as per the beneficiary list furnished for the purpose byNational Securities Depository Limited and Central Depository Services (India) Limited ason record date fixed for this purpose. The total dividend for the year would be Rs 5(500%) per equity share of face value of H 1 each aggregating to Rs 796 million (Rupeesseven hundred ninety-six million only).
Your Company believes in maintaining a fair balance between cashretention and dividend distribution. Cash retention is required to finance acquisitionsand future growth and also as a mean to meet any unforeseen contingencies. Pursuant toRegulation 43A of the Listing Regulations the Company has formulated its DividendDistribution Policy which specifies the financial parameters internal and externalfactors that are to be considered by Board while declaring a dividend. DividendDistribution Policy is uploaded on the website of the Company which can be accessed athttps://www.jubilantingrevia. com/investors/corporate-governance/policies-and-codes/dividend-distribution-policy
(a) S hare Capital
During the year there has been no change in the authorised sharecapital of the Company. As on March 31 2022 the subscribed issued and paid-up sharecapital of the Company stood at H 159281139 comprising
159281139 equity shares of Rs 1 each.
(b) Employees Stock Option Plan and General Employee Benefits Scheme
The shareholders of the Company at the Extra-Ordinary
General Meeting held on January 18 2021 approved a General EmployeeBenefits Scheme namely Jubilant Ingrevia General Employee Benefits Scheme-2021(JIGEBS-2021') for the employees of the Company and its subsidiary companies.
On May 24 2021 the shareholders through Postal Ballot have approvedan Employee Stock Option Plan namely Jubilant Ingrevia Employees Stock Option Plan2021' (ESOP-2021') for the employees of the Company and its subsidiarycompanies.
The ESOP-2021 and JIGEBS-2021 are in compliance with the Securities andExchange Board of India (Share Based Employee Benefits) Regulations 2014 (the SEBIESOP Regulations'). During the year there was no material change in JIGEBS-2021.
The details of JIGEBS-2021 and ESOP-2021 pursuant to the SEBI ESOPRegulations have been placed on the website of the Company and web-link of the same is https://www.jubilantingrevia.com/pdf/esop-disclosure-fy2021-22.pdf.
Pursuant to the Composite Scheme of Arrangement 1000 7.90% SecuredRated Listed Redeemable Non-Convertible Debentures (NCDs') of Rs 1000000(Rupees Ten Lac) each amounting to Rs 1000 million were transferred to the Company.
The same are listed on the Whole-sale Debt Market Segment of NationalStock Exchange of India Limited.
The highlights of performance of subsidiaries and associates companiesand their contribution to the overall performance of the Company during the period underreport is provided in note no. 48 to the consolidated financial statements. The Companydoes not have any joint venture. A separate statement containing the salient features offinancial statements of subsidiaries and associates of the Company in the prescribed formAOC-1 forms part of consolidated financial statements in compliance with Section 129(3)and other applicable provisions if any of the Act read with the rules issued thereunderAs on March 31 2022 the Company does not have any material subsidiary.
Brief particulars of the subsidiaries of the Company on a stand-alonebasis are given below:
1. Jubilant Infrastructure Limited (JIL')
JIL the wholly-owned subsidiary of the Company has developed a sectorspecific Special Economic Zone (SEZ') for chemicals in Gujarat with the best inclass infrastructure facilities and utility plants like boiler e_uent treatmentincinerator roads and DM water. The Company has three units in the SEZ. The finishedproducts of Unit-1 and Unit-2 are fully backward integrated and are using innovativetechnologies developed in-house. Unit-4 has become operational in August 2019 with theworld class manufacturing facilities.
The global scale plants of Vitamin B3 and 3-Cyanopyridine at the SEZmake your Company the largest producer of Vitamin B3 in India and the second largestglobally. Unit-4 deals in Acetyl and manufacturing of Acetic Anhydride products. TheCompany is a market leader in India and enjoying a substantial share in global markets inthis product. During the year Jubilant Agro Sciences Limited a wholly owned subsidiaryof the Company entered into a lease agreement with JIL for 23-acre land to set up itscrop protection chemicals and Agro active manufacturing facilities.
Total income of JIL during FY 2022 was Rs 1435 million as against forFY 2021 total income for 2 month's period from February 1 2021 to March 31 2021was Rs 196 million.
2. Jubilant Life Sciences (USA) Inc. (JLS-USA')
JLS-USA incorporated in Delaware-USA is a wholly-owned subsidiary ofthe Company. It undertakes sales distribution and business transactions of theCompany's products in Americas. Total income of JLS-USA during FY 2022 was Rs 2412million as against for FY 2021 total income for 2 month's period from February 12021 to March 31 2021 was Rs 353 million.
3. Jubilant Life Sciences NV (JLS NV')
JLS NV is a wholly-owned subsidiary of the Company. It undertakessales distribution and business transactions of the Company's products in theEuropean markets. Total income of JLS NV during FY 2022 was Rs 6504 million as againstfor FY 2021 total income for 2 month's period from February 1 2021 to March 312021 was Rs 652 million.
4. Jubilant Life Sciences International Pte. Limited(JLSIL')
JLSIL incorporated in Singapore is a wholly-owned subsidiary of theCompany. Total income of JLSIL during FY 2022 was Rs 25 million as against for FY 2021total income for
2 month's period from February 1 2021 to March 31 2021 was Rs 1million. During the Year ended March 31 2022 the Company has sold its investment in SafeFood Corporation for Rs 1355 million consequent upon the merger of Safe Food Corporationwith Packers Sanitation Services Inc. Limited. The resulting gain amounting to Rs 896million on sale of
investment was recognised in Other comprehensive income' ofthe Company.
5. Jubilant Life Sciences (Shanghai) Limited(JLS-Shanghai')
JLS-Shanghai is wholly-owned subsidiary of the Company. It undertakessales distribution and business transactions of the Company's products in China.Total income of JLS-Shanghai during FY 2022 was Rs 1467 million as against for
FY 2021 total income for 2 month's period from February 1 2021to March 31 2021 was Rs 279 million.
6. Jubilant Agro Sciences Limited (formerly Jubilant CropProtection Limited) (JASL')
JASL was incorporated to manufacture sales distribution and businesstransactions Crop Protection Chemicals Agro actives and grain based Specility and BioEthnols etc.
The name of the company was changed from Jubilant Crop ProtectionLimited to Jubilant Agro Sciences Limited effective from April 22 2022 after approval ofRegistrar of the Companies Kanpur.
JASL has not yet started the revenue generation as it is still in theproject stage.
1. Mister Veg Foods Private Limited (MVFPL')
On February 18 2021 your Company acquired 0.01% ConvertiblePreference Shares (CPS') of MVFPL representing potential 20.99% shareholdingin MVFPL once converted. CPS are convertible into equity shares of MVFPL at a definedconversion ratio as per the terms of the underlying contract. MVFPL is engaged in themanufacture of Meat Analogues from plant based proteins and mainly catering its productsin north India. This is a new trend that is catching up in Human Nutrition segment and theCompany is looking into this for scale up.
2. AMP Energy Green Fifteen Private Limited (AMPEnergy')
For the purpose of sourcing group captive solar power during the yearyour Company invested Rs 58.28 million and acquired
26% stake in AMP Energy by way of acquisition of 582800 equity sharesof Rs 10 each and 52452 0.01% Compulsorily Convertible Debenture of Rs 1000 each.
Your Company has also entered into a Power Purchase Agreement(PPA') with AMP Energy to procure 100% of the output of solar energy producedfor next 20 years as per the rates negotiated in the agreement. As per the Share PurchaseSubscription and Shareholder's Agreement in the event of termination of thecontracts or completion of the PPA term your Company shall receive nominal value of itsinvestment without any share of profit/ loss in the associate.
In terms of provisions of Section 139 of the Act and the Rules madethereunder the Shareholders of the Company have at the first Annual General Meeting heldon December 1 2020 approved the appointment of M/s. Walker Chandiok & Co. LLPChartered
Accountants (FRN 001076N/N500013) as Statutory Auditors of the Companyfor a term of 5 years. Accordingly they hold the office till the conclusion of the 6thAGM of the Company to be held in the year 2025.
The Auditors' Report for FY 2022 do not contain any qualificationreservation adverse remark or disclaimer.
REPORTING OF FRAUDS BY AUDITORS
During the year under review the Statutory Auditors Cost Auditors andSecretarial Auditor have not reported any instances of frauds committed in the Company byits Officers or Employees to the Audit Committee under Section 143(12) of the Act.
In terms of Section 134 of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 the cost accounts and records are prepared and maintained by theCompany pursuant to the provisions of Section 148(1) of the Act.
Pursuant to Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 the Central Government has prescribed audit of costrecords for certain products. Accordingly the Company carries out cost audit of itsproducts. Based on the recommendations of the Audit Committee the Board of Directors havere-appointed M/s J. K. Kabra & Co. Cost Accountants as Cost Auditors of the Companyto conduct cost audit for FY 2023. The Board of Directors on the recommendation of theAudit Committee have approved the remuneration payable to Cost Auditors. In terms ofSection 148 of the Act and rules made thereunder members are requested to consider therati_cation of remuneration payable to M/s J.K. Kabra & Co. Cost Accountants for FY2023.
The Board has appointed M/s Sanjay Grover & Associates CompanySecretaries to conduct Secretarial Audit in accordance with the provisions of Section 204of the Act. and the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 for FY 2022. The Secretarial Audit Report for FY 2022 has been obtained anddoes not contain any qualification which requires any comments from the Board. TheSecretarial Audit Report for FY 2022 is annexed to this report as Annexure -1.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In order to strengthen the Board Ms. Ameeta Chatterjee (DIN 03010772)was appointed as an Additional Director in the category of Independent Director for aperiod of 5 years and Mr. Arjun Shanker Bhartia (DIN 03019690) was appointed as anAdditional Director in the category of Non-Executive Director effective from April 172021. The said appointments were duly approved by the shareholders at the 2nd AnnualGeneral Meeting (AGM') of the Company. Further effective from May 17 2022Mr. Anant Pande (DIN 08186854) ceased to be the Whole-Time Director on the Board of theCompany and Mr. Anil Khubchandani (DIN 09209485) has been appointed as Co-CEO andWhole-Time Director on the Board of the Company.
Mr. Shyam S. Bhartia (DIN 00010484) and Mr. Priyavrat Bhartia (DIN00020603) retire by rotation at the ensuing AGM and being eligible offer themselves forre-appointment. In the opinion of the Board the Independent Directors possess therequisite expertise integrity experience and pro_ciency for appointment as IndependentDirectors of the Company.
Further there has been no change in Key Managerial Personnel of theCompany during the year.
MEETINGS OF THE BOARD
Four meetings of the Board of Directors of the Company were held duringFY 2022. During the financial year Company's Board met four times i.e. on June 72021 July 20 2021 October 19 2021 and February 1 2022.The details on meetings of theBoard of Directors are given under Corporate Governance Report'.
DECLARATION OF INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet thecriteria of independence as provided under Section 149 of the Act and Regulation 16 of theListing Regulations. The Independent Directors have also complied with the Code forIndependent Directors as per Schedule IV of the Act. All our Independent Directors areregistered on the Independent Directors Databank. None of the Directors of the Company aredisqualified for being appointed as Directors as specified under Section 164(2) of the Actread with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules2014.
APPOINTMENT AND REMUNERATION POLICY
The Company has implemented Appointment and Remuneration Policypursuant to the provisions of Section 178 of the Act and Regulation 19 read with Part D ofSchedule II to the Listing Regulations. Salient features of the Policy and other detailshave been disclosed in the Corporate Governance Report attached to this Report. The Policyis available at the weblink https://jubilantingrevia.com/investors/corporate-governance/policies-and-codes/appointment-and-remuneration-policy.
ANNUAL PERFORMANCE EVALUATION OF THE BOARD
A statement on annual evaluation of the performance of the Board itsCommittees and of individual Directors forms part of the Corporate Governance Reportattached to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors based on the representation received from themanagement confirm that: (i) in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures; (ii) the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on March 31 2022 andof the profits of the Company for the year ended March 31 2022;
(iii) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (iv) the Directors have prepared the annual accounts on a goingconcern basis; (v) the Directors have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and are operatingeffectively.
Based on the framework of internal financial controls including theControls Manager for financial reporting and compliance systems established and maintainedby the Company work performed by the Internal Statutory and Secretarial Auditors and thereviews performed by the management and the relevant Board committees including the AuditCommittee the Board is of the opinion that the Company's internal financial controlswere adequate and effective during FY 2022; and (vi) the Directors have devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems are adequate and operating effectively.
COMPOSITION OF AUDIT COMMITTEE
As on date the Audit Committee comprises Mr. Sushil kumar RoongtaChairman Mr. Arun Seth Mr. Pradeep Banerjee Mr. Siraj Azmat Chaudhry Ms. AmeetaChatterjee and Mr. Arjun Shanker Bhartia. The Board has accepted all the recommendationsmade by the Audit Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Information relating to Conservation of Energy Technology Absorptionand Foreign Exchange Earnings and Outgo required to be disclosed pursuant to Section 134of the Act read with the Companies (Accounts) Rules 2014 is given as Annexure-2and forms part of this Report.
Particulars of Directors and Employees as required under Section197(12) of the Act read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given as Annexure-3 and form part of this Report.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS
Risk-taking is an inherent trait of any enterprise. However if risksare not properly managed and controlled they can affect the Company's ability toattain its objectives. Risk management and Internal Financial Control systems play a keyrole in directing and guiding the Company's activities by continually preventing andmanaging risks. The Board Audit Committee and Senior Management team collectively set theoverall tone and risk culture of the Company by identifying the risks impacting the Company'sbusiness and documenting the process of identification evaluation prioritisationmitigation monitoring and communication of risk as a part of the risk management policy.The Company has well defined and communicated corporate values clearly assigned riskresponsibilities appropriately delegated authority and a set of processes andguidelines.
There exists a well-designed risk management framework and the same isreviewed by the Board on a periodic basis. Some of the key risks identified in variousbusinesses of the Company are specified below: i. Environment Health and Safety (EHS) ii.Compliance and Regulatory iii. Delay in implementation and Effectiveness of New Technologyin Growth Project/ Capex iv. Climate change v. ESG Performance vi. Disruption inavailability of Energy resources & disruption in Supply Chain vii. Human Resource -Acquiring and Retaining Skilled Talent viii. Individual & Group Activism ix.Information Technology x. Competition Cost Competitiveness and Pricing xi. ResearchDevelopment & Technology / New Product Development
The Company promotes strong ethical values and high levels of integrityin all its activities which in itself is a significant risk mitigator. With the growthstrategy in place risk management holds the key to the success of the Company'sjourney of continued competitive sustainability in attaining the desired businessobjectives.
Implementation of Internal Financial Controls
The Company's internal control systems are effective and robustensuring that there is efficient use and protection of resources and compliance withpolicies procedures financial reporting and statutory requirements. There arewell-documented guidelines procedures and processes integral to the overall governancelaws and regulations.
To compete globally stringent Corporate Governance and financialcontrol over operations is essential for the Company. To ensure a robust InternalFinancial Controls framework your Company has worked on three lines of defence strategywhich is as under: i. Build internal controls into operating processes - To thisend your Company has ensured that detailed Delegation of Authority and Standard OperatingProcedures (SOPs) for the processes are followed financial decision making is donethrough Committees IT controls are built into the processes segregation of duties isdone strong budgetary control framework exists the entity level controls including Codeof Conduct Ombudsperson Office etc. are established. For better governance theseoperational controls have been implemented through Enterprise Resource Planning (ERP) andother IT applications.
ii. Create an efficient review mechanism - Your Company has createda review mechanism under which all the businesses are reviewed for performance once in amonth and functions are reviewed on a monthly/quarterly basis by the CEO and ManagingDirector. Additionally a robust control self-assessment (CSA) process is implementedthrough deployment of Controls Manager software'. Quarterly online controlsself-assessment is initiated which enables process owners to perform self-assessmentagainst the Risk and Control Matrices (RCMs). The CSA process enables the Company tomonitor the adequacy and effectiveness of the internal control environment.
Further statutory compliances are monitored through online toolConformity'. Amendments or new statutory requirements are also updated on aregular basis in the tool for effective tracking and adherence. This reinforces theCompany's commitment to adopt best corporate governance practices. iii.Independent assurance - Your Company has appointed a Big Four firm as internalauditors to perform systematic independent audit of every aspect of the business toprovide independent assurance on the effectiveness of the internal controls and highlightthe gaps for continuous improvement. The Audit Committee reviews observations reported byInternal Auditors and implementation status of audit recommendations & improvements.
Additionally the Statutory Auditors audited financial statements ofthe Company included in this Annual Report and have issued an Independent report on theCompany's internal control over financial reporting (as defined in Section 143 of theAct). The Audit Committee acts as a governing body to monitor the effectiveness of theInternal Financial Controls framework.
To improve the controls in operations your Company has establishedfor each line of business the concept of financial decision making through operationalcommittees. The entire purchase credit control and capital expenditure decisions aretaken jointly in committees.
A detailed note on Internal Control Systems and Risk Management isgiven under Management Discussion and Analysis Report'.
Responsible Care Management System (RCMS) & Integrated ManagementSystem (IMS)
1. Jubilant Ingrevia demonstrates its commitment towards environmenthealth safety and security of its employees work places surroundings includingcommunities by implementing Responsible Care Management System (RCMS) underAmerican Chemistry Council's (ACC) Responsible Care? program. Jubilant Ingrevia iscertified by DNV-GL for RC 14001:2015 (Responsible Care?14001:2015) system at itscorporate office in Noida and manufacturing sites in Gajraula Uttar Pradesh Bharuch inGujarat and Nira in Maharashtra.
The Company's corporate office in Noida and manufacturingfacilities at Gajraula Bharuch Nira Savli & Ambernath have been awarded ResponsibleCare Logo (RC Logo) by Indian Chemistry Council (ICC).
Responsible Care initiative encompasses comprehensive environmentalmanagement system occupational health and safety product stewardship securitycommunity outreach and transportation safety and aims at achieving and sustaining highstandards of performance.
Gajraula Nira Bharuch and Savli Manufacturing facilities arecertified under Integrated Management System program for ISO 9001:2015 (Quality ManagementSystem) ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (OccupationalHealth and Safety Management system). The corporate office in Noida and Branch officesMumbai and Hyderabad are certified for Quality Management System ISO 9001:2015. Thecorporate office in Noida is certified for Information Security Management System ISO/IEC27001:2013.
2. Gajraula manufacturing facility has been certified forAmerican Chemistry Council Technical Specification standard RC 14001:2015 EnergyManagement System (ISO 50001:2018) Food Safety System Certification Standard (FSSC 22000Version 5) certification scheme for Food Safety Management System (ISO 22000:2018) forFSSAI products and Good Manufacturing Practice (GMP). Quality Control Laboratory has beenaccredited by National Accreditation Board for Testing and Calibration Laboratories (NABL)for chemical testing in accordance with the ISO/IEC 17025:2017. This manufacturingfacility has Kosher and Halal certification for several products
3. Bharuch manufacturing facility has been certified forAmerican Chemistry Council Technical Specification standard RC 14001:2015 and EnergyManagement System (ISO 50001:2018). Niacinamide manufacturing facility has been certifiedfor WHO GMP Food Safety System Certification Standard (FSSC 22000 Version 5)certification scheme for Food Safety Management System (ISO 22000:2018) for manufacturingand sale of Niacinamide for food application. Your Company has also got GMP certificationby SGS GMP in compliance with FAMI-QS Code (version 6) for production of relevantfood/feed ingredients and other ingredient. Quality control laboratory has been accreditedby National Accreditation Board for testing and calibration laboratories (NABL) forchemical testing in accordance with the ISO/IEC 17025:2017. The facility is certified forKosher Halal-India Halal Indonesia and FSSAI from Food Safety and Standards Authority ofIndia.
4. Nira manufacturing facility has been certified for AmericanChemistry Council Technical Specification standard RC 14001:2015. This facility has beencertified for Food Safety System Certification Standard (FSSC 22000 Version 5)Certification Scheme for Food Safety Management System (ISO 22000:2018) for relevant foodapplication. This facility is certified to Kosher Halal-India and FSSAI from Food Safetyand Standards Authority of India.
5. Savli manufacturing facility has been certified for FeedSafety Management System including GMP in compliance with FAMI-QS Code (version 6) forproduction of specialty feed ingredients.
6. Ambernath manufacturing facility is ISO 9001:2015 certifiedfor Quality Management System.
During FY 2022 the Company continued to deliver on its business goalsincluding growing its revenue and proving cost discipline year-on-year. This was possiblebecause of the commitment skills and capabilities showcased by its people. In FY 2021the pandemic not only became a catalyst towards re-thinking where one works physicallybut also prompted a change in how one works. The Company has been committed to creating apositive and productive environment for its people enabling them to perform their best andat the same time remain healthy happy and resilient. The Company's people and placesstrategy has been designed along four drivers that guide its work practices:
1. Optimised workforce: In the talent acquisition space theCompany has fully digitised its process right from sourcing to screening to evaluation tooffer. A strong SLA based process has been adhered to ensure the right talent acquisition.
The Company has been focusing on attracting the best talent fromIndia's leading campuses so as to have a steady flow of fresh talent therebycreating a strong pool of future leaders. With this intent the year saw 58 campus hiringsthat included 37 graduate & management trainees and 21 summer interns. Leveraginginternal talent has been another area of focus with the objective of creating opportunityfor multiskilling and to provide Jubilant Ingrevia's people with opportunities to notonly sharpen existing skills but add new ones for their overall professional development.This has led to identification of talent movements that will materialise in future overthe next 24-36 months.
2. Building people capabilities: Focusing on learningthrough structured blended interventions the Company established targeted developmentprograms to fuel the growth ambitions of its people by honing and nurturing theirpotential. Similar to last year this year too the Company continued its journey towardsbuilding people and thereby organisation's capabilities. The year saw a focussedintervention to identify role specific development needs for a structured developmentapproach based on 70:20:10 Model. Around 51 employees underwent leadership developmentjourney that included programs like Finance for Non-Finance Development'Journey Mentoring Program' for high potential employees and Development Centreto arrive at robust individual led development plans.
3. Fostering an inclusive workplace: To reinforce a cultureof inclusion and openness to diverse opinions along with Sustainable growth the Companyintroduced Responsible
& Inclusive Growth Strategy' based on three pillars i.eSustainability Multi Skilling and Diversity. This strategy has been inducted across theCompany along with its business growth strategy.
4. Enhanced employee experience: Trust & transparencyare one of the major building blocks for creating enhanced employee experience.Additionally the culture of meritocracy as part of the performance management system isseen as one of the critical elements for giving the employees a sense of confidence. Thecontinued developmental feedback conversations enable a dialogue on strengths as well asfocus areas to build careers based on aspirations and opportunities.
As part of enhanced experience the year also saw reward &recognition transitioning to a digital platform with the intent of providing a richerexperience of availing monetary benefits on digital marketplace along with options ofnon-monetary experiences like leader meet and greet over lunch role shadowing andmentoring.
For better experience building standardisation and harmonisation ofthe processes have also been the key interventions this year with an objective of bringinguniformity and simpli_cation of the processes across businesses. At sites 100% operationswere ensured by the dedicated team of people who worked round the clock following allsafety precautions. During the year the Company enjoyed cordial relations with itsemployees and there have been no instances of labour unrest or disputes at any of themanufacturing sites. Zero' production loss has been ensured by maintainingpeaceful IR and plant eco- system.
Your Company has an established vigil mechanism for Directors andemployees to report their genuine concerns as approved by the Board on the recommendationof the Audit Committee. The Whistle Blower Policy of the Company is formulated anduploaded on the Company's website at the following https://www.jubilantingrevia.com/investors/corporate-governance/policies-and-codes/whistle-blower-policy The Policy provides for adequate safeguardsagainst victimisation of employees who avail of the mechanism and also provides for directaccess to the Chairperson of the Audit Committee. It is afirmed that no personnel of theCompany have been denied access to the Audit Committee
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) is an integral part of thesustainability framework of Jubilant Ingrevia. During FY 2022 the Company throughJubilant Bhartia Foundation (JBF') undertook CSR initiatives under Health careEducation and Livelihood. JBF established in the year 2007 a not-for-profit arm of theJubilant Bhartia Group is responsible for conceptualisation and implementation of the CSRactivities of all Jubilant Bhartia Group companies.
The CSR programs of Jubilant Ingrevia are strategised in line with theUnited Nations Sustainable Development Goals (SDGs) also known as GlobalGoals'. With a thrust on CSR the Company is continuously working towards itsEconomic Environmental and Social performance. The Company's CSR projects aredesigned in a way to empower the communities around the area of operations of the Companyand add value in their lives. The interventions work on a 4P model(Public-Private-People-Partnership). JBF's detailed activities are available on itswebsite www.jubilantbhartiafoundation.com. The Company's CSR programs are weaved inwith a vision to bring progressive social change through strategicmulti-stakeholders' partnership and bring about a social change involving knowledgegeneration & sharing experiential learning and entrepreneurial ecosystem through JBF.During FY 2022 the Company continued working in the arena of Health Education &Livelihood to improve the quality of the life of the community around the manufacturinglocations. The brief details of its initiatives are stated below:
Providing affordable basic & preventive health care: TheCompany aims to reach an approximate population of 1.78 lacs in 243 villages through itsvarious health based CSR initiatives like Jubilant Aarogya (extending affordablehealthcare services through mobile static clinic through JUBICARE- a tele-clinic platformand need based health awareness camps) and sending audio messages & counselling toexpecting mothers (Swasthya Prahari project).
Swasthya Prahari - This project aims to combat malnutrition amongchildren of age group of 0-5 years. This program covers 32 villages around theCompany's manufacturing facility in Gajraula (Uttar Pradesh). These CSR initiativescontribute towards the fulfilment of SDG with respect to Zero Hunger.
The project aims at improving the nutrition status of children underthe age of 5 years in target villages. The growth monitoring of target children is donethrough mobile based biometric enabled IT platform by the select women health guard(Swasthya Praharis). This is followed by grading of the target children as per theirweight. The malnourished children are counselled on how to improve their diet andnutrition. The children in Severe Acute Malnutrition (SAM) category are recommended toNutrition Rehabilitation Center (NRC) a Government health facility where SAM children areadmitted and cured. Another initiative under this program is sending the pre-recordedvoice messages to the expecting/pregnant mothers providing information on theirwell-being and nutritional requirements. Jubilant Aarogya - The goal of this healthprogram is to provide basic healthcare services to the community. It is operational aroundthe manufacturing units of the Company at Gajraula (Uttar Pradesh) Nira (Maharashtra)Savli & Bharuch (Gujarat).
The key objective of this health program is to extend basic healthcareservices and awareness to the vulnerable communities. The preventive and curative healthservices are provided through JBF Medical Centre and mobile dispensary JubiCare- Teleclinic and Swasthya Prahari initiatives.
JubiCare and the telemedicine app help in extending immediatehealthcare support and also delivery of healthcare services to the community in theaftermath of the situation emerged owing to the COVID-19 pandemic.
Supporting rural government primary education: This educationalinitiative has catered over 24000 beneficiaries (students & teachers) covering 180villages through e-Muskaan (School Digitisation) Khushiyon Ki Pathshala (Value education)& Muskaan Fellowship (Youth Leadership program). e-Muskaan- The e-muskaanproject was launched to promote digital education amongst the children in the community.It facilitates cognitive growth of a child. The project creates a hybrid model of learningby installing smart TVs across all the target government schools. These TVs are equippedwith i-dream syllabus content to facilitate the digi-learning through audiovisuals means.The TV cabinet also acts as a writing board for the staff.
Khushiyon Ki Pathshala: A child centric program with teachersacting as facilitators. The project entails training of teachers on making the school moreinclusive and thereby creating a child friendly society. At the same time it also helpsin moulding the teachers' personality.
Muskaan Fellowship: Jubilant Youth Development program is aunique youth leadership training program that focuses on sensitising and enhancing thecapacity of youth on community issues and value-based decision making.
Working towards providing sustainable livelihood to the community: Sustainablelivelihood opportunities are provided to the community through various initiatives likeNayee Disha (Skill Development) Samridhhi (Self Help Group & micro enterprisepromotion) JUBI-farm (sustainable agriculture program having sub programs like PashuSakhi & Paryavaran Sakhi) initiatives reaching out to a population of more than21000.
Nayee Disha Nayee Disha is a skill development program carriedout in the vocational training centre based at Gajraula Bharuch & Nira.
Samriddhi The project aims to empower women by promotingentrepreneurial ventures. It thereby promotes a sustainable income generation source bypromoting a locally nurtured business. The project Neem Pulverisation' underSamriddhi is operational in Gujarat.
JubiFarm: The aim of this initiative is to provide a source oflivelihood by promoting agri-business in the remote areas. Under this umbrella theproject Pashu Sakhi was launched to increase income by promoting livestock farming amongpoor & marginal livestock farmers and also by providing a proper market linkage to thepoultry farmers. Prayavaran Sakhi initiative under JubiFarm promotes rural womenentrepreneurship through formation of Self Help Group on self - sustainable model. Theproject entails plantation of neem saplings on a waste land by Self Help Group women. TheCompany has constituted the Sustainability & CSR Committee to review and oversee theSustainability and CSR initiatives of the Company.
As on date the Committee comprises Ms. Sudha Pillai Chairperson Mr.Hari S Bhartia Mr. Arun Seth Mr. Sushil Kumar Roongta Mr. Pradeep Banerjee Ms.Ameeta Chatterjee Mr. Priyavrat Bhartia Mr. Arjun Shanker Bhartia and Mr. Rajesh KumarSrivastava. A detailed note on Sustainability & CSR Committee is given under
Corporate Governance Report'.
Annual Report on CSR for FY 2022 including contents of the CSR Policyis attached as Annexure-4.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has formulated a Policy onPrevention of Sexual Harassment at Workplace for prevention prohibition and redressal ofsexual harassment at workplace and an Internal Complaints Committee has also been set upto redress any such complaints received.
The disclosure of complaints in relation to the Sexual Harassment ofWomen at Workplace is given under Corporate Governance Report'.
1. Annual Return: Pursuant to the provisions of Section134(3)(a) of the Act the annual return for FY 2022 has been uploaded on theCompany's website and can be accessed athttps://www.jubilantingrevia.com/pdf/jubilantingrevia-annual-return%E2%80%93fy2021-22.pdf.
2. Public Deposits: The Company has not accepted any depositsfrom the public during the year. The Company has no outstanding overdue unpaid orunclaimed deposits at the beginning and end of FY 2022.
3. Loans Guarantees and Investments: Details of loansguarantees/ securities and investments along with the purpose for which the loansguarantees or securities are proposed to be utilised by the recipient have been disclosedin note no. 5 and 6 to the standalone financial statements.
4. Particulars of contracts or arrangements with the RelatedParties: The Company has formulated a policy on Related Party Transactions(RPTs') which was amended on February 1 2022 for dealing with the review andapproval of RPTs. Prior omnibus approval is obtained for RPTs which are of repetitivenature. All RPTs are placed before the Audit Committee for review and approval in terms ofthe Act and Listing Regulations as amended.
All RPTs entered into during FY 2022 were in the ordinary course ofbusiness and on arm's length basis. No material RPTs were entered into during FY 2022by the Company as defined in the Policy on Materiality of Related Party Transactions andDealing with Related Party Transactions. Accordingly the disclosure of RPTs as requiredunder Section 134(3)(h) of the Act in form AOC-2 is not applicable. Your Directors drawattention of the members to note no. 38 to the standalone financial statements which setsout the Related Party disclosures.
5. Material Changes in Financial Position: No material change orcommitment has occurred after the close of the FY 2022 till the date of this Report whichaffects the financial position of the Company.
6. Orders passed by Courts/ Regulators: No significant ormaterial order has been passed by the regulators or courts or tribunals impacting thegoing concern status of the Company or its future operations.
7. Secretarial Standards: The Company has complied withSecretarial Standards issued by the Institute of Company Secretaries of India on Meetingsof the Board of Directors and General Meetings.
As a responsible corporate citizen the Company is committed tomaintain the highest standards of Corporate Governance and believes in adhering the bestcorporate practices prevalent globally. A detailed Report on Corporate Governance isattached as Annexure-5 and forms part of this Report. A certificate from aPractising Company Secretary confirming compliance with the conditions of CorporateGovernance as stipulated in Clause E of Schedule V to the Listing Regulations is attachedto the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of theCompany as provided under the Listing Regulations has been given separately and forms partof this Report.
Your Directors acknowledge their gratitude for the co-operation andassistance received from the Central and State Government authorities. Your Directorsthank the shareholders debenture-holders financial institutions banks/ other lendersdebenture trustees customers vendors and other business associates for the confidencereposed by them in the Company and its management and look forward to their continuedsupport. The Board also places on record its appreciation for the dedication andcommitment of the Company's employees at all levels which has continued to be ourmajor strength and we look forward to their continued support in the future.
|For and on behalf of the Board || |
|Shyam S. Bhartia ||Hari S. Bhartia |
|Chairman ||Co-Chairman |
|(DIN: 00010484) ||(DIN: 00010499) |
|Place: Noida || |
|Date: May 17 2022 || |