Your Directors are happy in presenting the First Annual Report together with theAudited Financial Statements for the period ended March 31 2020.
The Company was incorporated on October 23 2019. Accordingly the first Financial Yearof the Company as per the provisions of the Companies Act 2013 is from October 23 2019to March 31 2020. The information in this Report for the Financial Year 2019-20' oryear' or year ended March 31 2020' shall mean information from October 232019 to March 31 2020.
Results of Operations and the State of Company's Affairs Financial Results
| ||(Rs./ lac) |
|Particulars ||For the period 23 October 2019 to 31 March 2020 |
|Income from Operations ||Nil |
|Other Operating Income ||Nil |
|Total Income from Operations ||Nil |
|Total Expenditure ||16.57 |
|Operating Profit/(Loss) ||(16.57) |
|Other Income ||Nil |
|EBITDA including Other Income/(Loss) ||(16.57) |
|Depreciation ||Nil |
|Finance Cost ||Nil |
|Profit /(Loss) after Depreciation and Finance Cost but before Exceptional Items ||(16.57) |
|Exceptional Item - (Gain)/ Loss ||Nil |
|Tax Expenses ||Nil |
|Reported Net Profit/ (Loss) After Tax ||(16.57) |
|Other Comprehensive Income ||Nil |
|Total Comprehensive Income for the period ||Nil |
|Profit / (Loss) brought forward from previous year ||Nil |
Income from Operation
In the financial year 2019-20 the Company has not recorded any income from operation.
For the period October 23 2019 to March 31 2020 Loss before Interest TaxesDepreciation and Amortisation (EBITDA') stood at Rs. 16.57 lac.
Reported Net Profit/ (Loss) After Tax and EPS
Reported Net Loss After Tax was Rs. (16.57) lac in the Financial Year 2019-20. BasicEarnings per Share (EPS') stood at Rs. (3.31).
Nature of Business
The Company is a wholly-owned subsidiary of Jubilant Life Sciences Limited andincorporated to undertake the business of life science ingredient of Jubilant LifeSciences Limited.
Your Directors have not recommended any dividend for the year under review.
The subscribed and paid-up share capital of the Company as at March 31 2020 stood atRs. 500000 comprising of 500000 Equity Shares of Re. 1 each.
Filing of Composite Scheme of Arrangement
With the view to simplify promoters' shareholding structure and to create a separatedistinct and focussed entity housing the Life Science Ingredients (LSI) Undertakingleading to greater operational efficiencies for the LSI Undertaking of Jubilant LifeSciences Limited the holding company and to unlock value for its shareholders the Boardof Directors has at its meeting held on October 24 2019 approved a Scheme ofArrangement among HSB Corporate Consultants Private Limited (Transferor Company 1)Jubilant Stock Holding Private Limited (Transferor Company 2) SSB Consultants &Management Services Private Limited (Transferor Company 3) JCPL Life Science Ventures andHoldings Private Limited (Transferor Company 4) JSPL Life Science Services and HoldingsPrivate Limited (Transferor Company 5) Jubilant Life Sciences Limited (TransfereeCompany/ Demerged Company) the Company (Resulting Company) and their respectiveShareholders and Creditors under Sections 230 to 232 and other applicable provisions ofthe Companies Act 2013 and rules made thereunder (the Scheme') which is subject torequisite approval(s). The Scheme inter-alia envisages amalgamation of the TransferorCompanies into the Transferee Company and demerger of the LSI Undertaking of the DemergedCompany and transfer and vesting of the same into the Company on a going concern basiswith effect from the Merger and Demerger Appointed Date respectively.
Change of name of the Company
The Company was incorporated as a public limited company under the Companies Act 2013in Uttar Pradesh India under the name of Jubilant LSI Limited pursuant to a certificateof incorporation dated October 23 2019 issued by the Registrar of Companies Kanpur atUttar Pradesh. Name of the Company was changed from its initial name of Jubilant LSILimited to Jubilant Ingrevia Limited by the Certificate of Incorporation pursuant tochange of name dated October 16 2020 issued by the Registrar of Companies Uttar Pradeshat Kanpur.
M/s B S R & Co. LLP Chartered Accountants (BSR') ICAI Firm RegistrationNumber: 101248W/W- 100022 was appointed as the First Statutory Auditors of the Company bythe Board of Directors at its meeting held on November 7 2019 to hold office until theconclusion of First Annual General Meeting (AGM') of the Company. The tenure of BSRas Statutory Auditors is expiring at the ensuing AGM.
The Board in their meeting held on May 27 2020 recommended the appointment of BSR asStatutory Auditors of the Company for a term of 5 consecutive years from conclusion of theensuing AGM of the Company till conclusion of the 6th AGM of the Company to beheld in the year 2025 for approval of Shareholders of the Company. However the Board intheir meeting held on November 23 2020 decided to recommend M/s. Walker Chandiok &Co. LLP Chartered Accountants (Registration Number 001076N/N500013 with the Institute ofChartered Accountants of India) as Statutory Auditors of the Company for a term of 5consecutive years from conclusion of the ensuing AGM of the Company till conclusion of the6th AGM of the Company to be held in the year 2025 for approval ofShareholders of the Company.
M/s. Walker Chandiok & Co. LLP has given consent to act as Statutory Auditors ofthe Company and has further confirmed that their appointment if made at the ensuing AGMshall be in accordance with conditions specified in the Act.
The Auditors' Reports for the Financial Year 2019-20 do not contain any qualificationreservation or adverse remark.
The Company is not required to maintain the cost records as per the provisions ofSection 148(1) of the Companies Act 2013.
Directors and Key Managerial Personnel
Mr. Rajesh Kumar Srivastava Mr. Anant Pande and Mr. Arun Kumar Sharma who are firstDirectors of the Company being eligible are proposed to be appointed as Directors at theforthcoming AGM liable to retire by rotation.
The Company is not required to appoint Key Managerial Personnel under section 203 ofthe Companies Act 2013.
Meeting of Board of Directors
Composition: The Board of the Company presently comprises of three members of whichall are NonExecutive Directors.
Meetings and Attendance: During the year the Board met six times i.e. on October 232019 October 24 2019 November 7 2019 November 15 2019 January 15 2020 and February24 2020. Attendance details of the Directors are given in the table below:
|Name of Director ||Meetings held during tenure ||Meetings attended |
|Mr. Rajesh Kumar Srivastava ||6 ||6 |
|Mr. Anant Pande ||6 ||5 |
|Mr. Arun Kumar Sharma ||6 ||6 |
Directors' Responsibility Statement
Your Directors confirm that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on March 31 2020 and of the profitsof the Company for the year ended March 31 2020;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis;
(v) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
Information relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo required to be disclosed pursuant to Section 134 of the Actread with the Companies (Accounts) Rules 2014 is given in Annexure-1 and formspart of this Report.
Risk-taking is an inherent trait of any enterprise. However if risks are not properlymanaged and controlled they can affect the Company's ability to attain its objectives.Risk management and internal financial control systems play a key role in directing andguiding the Company's activities by continually preventing and managing risks. The Boardset the overall tone and risk culture of the Company by identifying the risks impactingthe Company's business and documenting the process of risk identification riskminimization and risk optimization as a part of the risk management policy through definedand communicated corporate values clearly assigned risk responsibilities appropriatelydelegated authority and a set of processes and guidelines.
There exists a critical risk management framework across the Company and the same isreviewed on a periodic basis. The critical risks identified in the Company are:
Interest Rate Exposures
Compliance and Regulatory
The Company promotes strong ethical values and high levels of integrity in all itsactivities which in itself is a significant risk mitigator. With the growth strategy inplace risk management holds the key to the success of the Company's journey of continuedcompetitive sustainability in attaining the desired business objectives.
Internal Financial Controls
Internal financial controls mean the policy and procedure adopted by the Company forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.
The above requirement has the following elements:
Orderly and efficient conduct of business
Safeguarding of its assets
Adherence to Company's policies
Prevention and detection of frauds and errors
Accuracy and completeness of the accounting records and timely preparation ofreliable financial information
At Jubilant Ingrevia the internal financial controls system is in place andincorporates all the above five elements of Internal Financial Control Framework.
As the Company currently does not have any employee provisions of the SexualHarassment of Women
at Workplace (Prevention Prohibition and Redressal) Act 2013 are not applicable.
i. Extracts of Annual Return: Pursuant to the provisions of Section 92 of the Act readwith Rule 12 of the Companies (Management and Administration) Rules 2014 the extract ofAnnual Return is attached as Annexure-2 to this Report.
ii. Public Deposits: No deposits have been accepted by the Company during the year fromthe public. As on March 31 2020 the Company had no outstanding overdue or unclaimeddeposits.
iii. Loans Investments Guarantees and Securities: The Company has no LoansInvestments Guarantees and Securities as at 31 March 2020.
iv. Particulars of Contracts or Arrangements with the Related Parties: The RelatedParty Transactions entered into during the Financial Year 2019-20 were in the ordinarycourse of business and on arm's length basis. Your Directors draw attention of the membersto Note no. 8 to the Financial Statements which sets out Related Party disclosures. Theparticulars of the contracts or arrangements with related parties as prescribed underSection 134 of the Act read with Companies (Accounts) Rules 2014 are given in Form AOC-2attached as Annexure-3 to this Report.
v. Material Changes in Financial Position: No material change or commitment hasoccurred after the close of the Financial Year 2019-20 till the date of this Report whichaffects the financial position of the Company.
vi. Orders Passed by Courts/ Regulators: There is no order passed by the regulators orcourts or tribunals impacting the going concern status and the Company's operations infuture.
vii. Secretarial Standards: The Company has complied with Secretarial Standards issuedby the Institute of Company Secretaries of India on Meetings of the Board of Directors andGeneral Meetings.
Your Directors thank the Shareholders and other Business Associates for theirconfidence in the
Company and its management and look forward to their continued support.
| ||For and on behalf of the Board || |
|Rajesh Kumar Srivastava || ||Arun Kumar Sharma |
|Director || ||Director |
|DIN: 02215055 || ||DIN:06991435 |
|Place: Noida || || |
|Date: November 23 2020 ||Certified True Copy || |
| ||For Jubilant Ingrevia Limited || |
| ||Company Secretary || |