Your Directors are pleased to present the Forty First Annual Reporttogether with the Audited Standalone and Consolidated Financial Statements for the yearended March 31 2019.
Jubilant Life Sciences Limited (the Company' orJubilant') is an integrated global pharmaceutical and life sciences companyengaged in Pharmaceuticals Life Science Ingredients and Other businesses including DrugDiscovery & Development Solutions and India Branded Pharmaceuticals. ThePharmaceuticals segment through its wholly owned subsidiary Jubilant Pharma Limited isengaged in manufacturing and supply of Active Pharmaceutical Ingredients (APIs) SolidDosage Formulations Radiopharmaceuticals Allergy Therapy Products and ContractManufacturing of Sterile Injectables and Non-sterile products through 6 US Food and DrugAdministration (USFDA') approved manufacturing facilities in the US Canada andIndia and a network of over 50 Radiopharmacies in the US. The Life Science Ingredientssegment is engaged in Specialty Intermediates Nutritional Products and Life ScienceChemicals through five manufacturing facilities in India. The Drug Discovery &Development Solutions business provides proprietary in-house innovation and collaborativeresearch and partnership for out-licensing through two world class research centers inIndia. Jubilant Life Sciences Limited has a team of around 7600 multicultural peopleacross the globe and is committed to deliver value to its customers across over 100countries. The Company is well recognized as a Partner of Choice' by leadingpharmaceuticals and life sciences companies globally. For more information please visitthe Company's website www.jubl.com.
RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
|FINANCIAL RESULTS || || || || |
| || || || ||(र in Million) |
| || |
|Particulars ||Year ended March 31 2019 ||Year ended March 31 2018 ||Year ended March 31 2019 ||Year ended March 31 2018 |
|Total Revenue from Operations ||34386 ||33430 ||91108 ||75578 |
|Total Operating Expenditure ||31177 ||28037 ||73718 ||60394 |
|EBITDA ||3209 ||5393 ||17390 ||15184 |
|Other Income ||780 ||462 ||357 ||400 |
|EBITDA including Other Income ||3989 ||5855 ||17747 ||15584 |
|Depreciation Amortisation and Impairment Expense ||865 ||826 ||3709 ||4150 |
|Finance Costs ||1290 ||1352 ||2198 ||2843 |
|Exceptional Items ||- ||- ||2802 ||- |
|Profit before Tax ||1834 ||3677 ||9038 ||8591 |
|Tax Expenses ||358 ||1043 ||3268 ||2247 |
|Reported Net Profit After Tax ||1476 ||2634 ||5770 ||6344 |
|Attributable to: ||_ ||_ ||_ ||_ |
|Shareholders of the Company ||- ||- ||5745 ||6428 |
|Non-Controlling Interests ||- ||- ||25 ||(84) |
|Other Comprehensive Income ||(5) ||(25) ||(138) ||654 |
|Total Comprehensive Income for the period ||1471 ||2609 ||5632 ||6998 |
|Retained Earnings brought forward from previous year ||9517 ||7836 ||26397 ||20939 |
|Adjustment on account of consolidation of Jubilant ||- ||- ||11 ||11 |
|Employees Welfare Trust || || || || |
|Retained Earnings available for appropriation which the Directors have appropriated as follows: ||10982 ||10442 ||32142 ||27349 |
|- Dividend on Equity Shares ||478 ||478 ||478 ||478 |
|- Tax on Dividend on Equity Shares ||83 ||721 ||83 ||97 |
|- Transfer to Debenture Redemption Reserve ||552 ||375 ||552 ||375 |
|- Transfer to Legal Reserve ||- ||- ||3 ||2 |
|Retained Earnings to be carried forward ||9869 ||9517 ||31026 ||26397 |
1After reversal of dividend distribution tax of र 24.57Million on account of dividend received during the year from a subsidiary company.
(i) Standalone Financials
Revenue from Operations
In the Financial Year 2018-19 on standalone basis the Companyrecorded total revenue from operations of
र 34386 Million.
International business contributed 33% to the net revenue fromoperations at र 11184 Million.
For the year ended March 31 2019 Earnings before Interest TaxesDepreciation and Amortisation (EBITDA') stood at र 3989 Million withEBITDA margins at 12%.
Reported Net Profit after Tax and EPS
Reported Net Profit after Tax was र 1476 Million in the FinancialYear 2018-19. Basic Earnings Per Share (EPS') stood at र 9.27.
(ii) Consolidated Financials
The Consolidated Financial Statements prepared in accordance with theprovisions of the Companies Act 2013 (the Act') the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (the Listing Regulations') andIndian Accounting Standards (Ind-AS) as per the Companies (Indian Accounting Standards)Rules 2015 notified under Section 133 of the Act form part of the Annual Report.
The Company reported record performance in revenue and profitability inFinancial Year 2018-19 led by robust growth in our Pharmaceuticals segment. Our strategicfocus on de-risked business model and being closer to customer with leadership position inkey products has driven this growth. Our global competitive edge due to low cost andvertical integration and capacity additions with commitment to ensure high level ofcompliance will further strengthen our businesses. Revenue from operations was the highestever at र 91108 Million up 21% YoY with International revenue at र 66702Million contributing 73% of the total revenue. Pharmaceuticals revenues were at र53240 Million up 33% YoY and contributing 58% to the revenues. Within this segmentSpecialty Pharma revenues grew 42% YoY constituting 53% of total Pharma segment revenues.This consistent growth is a testimony to our strategy and differentiated business modelwherein we have been able to build multiple levers of businesses with significant barriersto entry which have helped the business deliver robust performance. Life ScienceIngredients revenue stood at र 35452 Million up 5% YoY and contributing 39% to therevenues. Revenue from Other businesses stood at र 2416 Million contributing 3% ofthe revenue.
EBITDA was 14% higher YoY at record र 17747 Million with marginsat 19% as against 21% in the Financial Year 2017-18. Adjusted EBITDA after adjustingone-time expense stood at र 19321 Million as against र 16487 Million in theFinancial Year 2017-18. Pharmaceuticals segment reported EBITDA of र 13858Million a margin of 26% as against the margin of 25% achieved last year. The growth inEBITDA was led by a 38% YoY increase in Pharmaceutical segment EBITDA led bygrowth in Generics CDMO and Specialty Pharma businesses. The Pharmaceuticalssegment now contributes about 78% to the overall EBITDA.
Life Science Ingredients reported EBITDA of र 4451 Milliontranslating to EBITDA margin of 13%. EBITDA from Other businesses was र 43 Milliontranslating to EBITDA margin of 2%. Depreciation amortization and impairment in theFinancial Year 2018-19 was र 3709 Million as compared to र 4150 Million in theFinancial Year 2017-18. Finance cost stood at र 2198 Million during the FinancialYear 2018-19.
Net profit attributable to shareholders was र 5745 Million ascompared to र 6428 Million in the Financial Year 2017-18 with a Basic EPS of र36.86 as compared to र 41.25 in the Financial Year 2017-18.
The Board is pleased to recommend a dividend of 450% i.e. र 4.50per fully paid up equity share of र 1 for the year ended March 31 2019. Totaldividend payout of र 864.10 Million includes tax on dividend of र 147.33Million. The payment of dividend is subject to approval of the shareholders at theforthcoming Annual General Meeting (AGM') of the Company.
(a) Share Capital
During the year there has been no change in the authorised subscribedand paid-up share capital of the Company. As on March 31 2019 the paid-up share capitalstood at र 159281139 comprising of 159281139 equity shares of र 1 each.
(b) Employees Stock Option Plans (ESOPs)
The Company has two employees stock option plans namely JubilantEmployees Stock Option Plan 2005 ('Plan 2005') and JLL Employees Stock Option Plan 2011('Plan 2011'). During the year there was no material change in Plan 2005 and Plan 2011and both the plans are in compliance with the SEBI (Share Based Employee Benefits)Regulations 2014 (the 'SEBI ESOP Regulations'). Plan 2005: No Options were outstandingunder the Plan 2005. The Board has decided that no further grants will be made under Plan2005.
Plan 2011: During the year 22588 Options were exercised by the optionholders. As on March 31 2019 9628 Options were outstanding under the Plan 2011. EachOption entitles the holder to acquire one equity share of र 1 each of the Company atthe exercise price fixed at the time of grant being the market value as per the erstwhileSEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999.
No dilution of paid-up capital is expected due to exercise of Optionsas it is envisaged to transfer the shares held by Jubilant Employees Welfare Trust to theemployees on exercise of Options.
The details pursuant to the SEBI ESOP Regulations have been placed onthe website of the Company and weblink of the same is https://www.jubl.com/Uploads/image/893imguf_esop_disclosure2019.pdf.
During the year the Company has offered issued and allotted SecuredRedeemable Non-Convertible Debentures (NCDs') of र 3500 Million on aprivate placement basis. NCDs are listed on the Whole-sale Debt Market Segment of NationalStock Exchange of India Limited (NSE'). The net proceeds of the funds raisedhave been used for refinancing the existing debt capital expenditure maintenance capitalexpenditure long term working capital and for other purposes in the normal course ofbusiness.
The NCDs of र 4950 Million issued in the financial year 2016-17are also listed on the Whole-sale Debt Market Segment of NSE. During the year the Companyhas redeemed NCDs of र 1000 Million upon maturity.
As on March 31 2019 the Company had 50 subsidiaries. Briefparticulars of the principal subsidiaries are given below:
Jubilant Pharma Limited
Jubilant Pharma Limited Singapore (Jubilant Pharma') is awholly-owned subsidiary of your Company. Jubilant Pharma holds the global pharmaceuticalbusiness of the Company through its subsidiaries in USA Canada Europe India and rest ofthe world. These subsidiaries of Jubilant Pharma are engaged in manufacturing marketingand distribution of various pharmaceutical products and services including APIs oraldosage forms (tablets and capsules) contract manufacturing of sterile injectablesointment creams and liquids allergy therapy products and radiopharmaceutical products.Jubilant Pharma also operates a network of radiopharmacies in the US through itswholly-owned subsidiary with more than 50 pharmacies in 22 states of USA. Total income ofthe company during the Financial Year 2018-19 was र 598.37 Million as compared toर 192.19 Million during the Financial Year 2017-18. During the year Jubilant Pharmahas raised US$ 200 Million by offering 6% Rated Unsecured High Yield Bonds due forrepayment in 2024 (2024 Notes') under Regulation S of the
US Securities Act of 1933. The 2024 Notes are listed on the SingaporeExchange Securities Trading Limited.
Further 4.875% Rated Unsecured High Yield Bonds of US$ 300 Millionissued in the financial year 2016-17 are also listed on the Singapore Exchange SecuritiesTrading Limited. During the year Jubilant Pharma has fully redeemed the outstanding zerocoupon convertible loan of International Finance Corporation (IFC) Washington on aone-time settlement of US$135 Million based on the mutual agreement. With the abovepayment of the convertible loan all loans outstanding to IFC have been fully repaid.
Jubilant Generics Limited
Jubilant Generics Limited ('JGL') is a wholly-owned subsidiary of theCompany through Jubilant Pharma. JGL owns two manufacturing facilities; one at NanjangudKarnataka and another at Roorkee Uttarakhand which are engaged in APIs and Dosage Formsbusiness respectively. The manufacturing location at Nanjangud Karnataka spread over 69acres is engaged in manufacturing of APIs and caters to the sales worldwide primarily toregulated markets. The manufacturing facility is approved by global regulatory agencieswhich include USFDA Canadian Health Authority Japanese PMDA AFSSAPS France NationalInstitute of Pharmacy and Nutrition Hungary TGA Australia COFEPRIS Mexico KFDA Republicof Korea ANVISA Brazil among others. API portfolio is focused on Lifestyle drivenTherapeutic Areas (CVS CNS) and also targets complex and newly approved molecules. Thecompany is market leader in four APIs and is amongst the top 3 players for another threeAPIs in its portfolio helping it to maintain a high contribution margin. The dosageformulations manufacturing location at Roorkee Uttarakhand with 5 acres ofinfrastructure is USFDA Japan PMDA UK MHRA TGA WHO and Brazil ANVISA audited andapproved. This facility primarily manufactures oral solids (Tablets and Capsules) withcapabilities on complex processes like pallet coating MUPS (Multi Unit ParticulateSystem) and extended release technology based on Matrix formulations and functionalcoating. JGL's non-US finished formulation business is focussed on B2B business modelin EU Japan Canada Australia and it has also initiated B2C model in select countries ofemerging markets. JGL's major therapy area includes Cardiovascular CNS andGastrointestinal products with special focus on backward integration and in-house APIleading to greater competitiveness in the market place. JGL has capabilities to developmultiple dosage forms including Oral solid injectable and ophthalmic dosage forms at itsresearch and development centrefiat Noida Uttar Pradesh. During the year USFDA inspectedboth the Roorkee and Nanjangud facilities of JGL. Pursuant to the inspection USFDAhas classified the inspection as "O_cial Action Indicated" (OAI). As a resultapprovals of pending applications or supplements from the above facilities may bewithheld. Further USFDA has issued Warning Letter to the Roorkee facility. For Nanjangudfacility USFDA also stated that the facility might be subject to a cGMP regulatory orenforcement action based on the inspection. However this will not have any impact on thecurrent manufacturing and distribution of the approved products at these plants.JGL is committed to implement the necessary corrective actions required to addressthe USFDA concerns and has provided a thorough and comprehensive response to the USFDA.
Total income of the company during the Financial Year 2018-19was र 12006.33 Million as compared to र 9944.09 Million during the FinancialYear 2017-18.
Cadista Holdings Inc. and Jubilant Cadista Pharmaceuticals Inc.
(i) C adista Holdings Inc. ('Cadista') a incorporated in Delaware USAis a wholly-owned subsidiary of Jubilant Pharma Holdings Inc.
(ii) Jubilant Cadista Pharmaceuticals Inc. a corporation incorporatedin Delaware USA is a wholly-owned subsidiary of Cadista. This company is engaged in thebusiness of manufacturing solid dosage forms of generic prescription pharmaceuticals atits USFDA approved manufacturing facility in Salisbury Maryland USA. Its customer baseincludes large wholesalers retail and pharmacy chains. Besides manufacturing its ownlabel products it also provides product development and contract manufacturing services.As on March 31 2019 there were 35 products marketed in the US with focus in thetherapeutic areas of CVS CNS Anti Allergic Steroids etc. Total income of the companyduring the Financial Year 2018-19 was र 7719.24 Million as compared to र5610.94 Million during the Financial Year 2017-18.
Jubilant HollisterStier LLC
This subsidiary is based in Spokane State of Washington USA. It is awholly-owned subsidiary of HSL Holdings Inc. This subsidiary has 2 businesses; ContractManufacturing (CMO) and Allergenic Extracts.
In the contract manufacturing business of sterile injectables thiscompany provides a complete range of services to support drug manufacturing in thepharmaceutical and biopharmaceutical industries. Its contract manufacturing capabilitiesinclude aseptic liquid fill/ finishing and lyophilisation of small lot parenteral forcommercial and clinical requirements. Its capabilities can be applied to a variety ofprojects from pre-clinical through commercial scale across a multitude of dosage formsincluding microspheres suspensions WFI/ diluents biologics (proteins) lyophilizedproducts and liposomes. Jubilant HollisterStier is approved across global regulatedmarkets including USFDA (both CDER and CBER) Europe Japan Brazil and Canada. Itscontract manufacturing business serves customers including innovators ranging from smallbiotechnology to large pharmaceutical companies.
Additionally it is an innovator manufacturer and distributor ofallergenic extracts targeted primarily at treating allergies.
With nearly 100 years of leadership in research extract production andimmunotherapy products the organization is respected worldwide in the field of allergy.Currently the business is comprised of allergenic extracts and mixes along withspecialized skin test diagnostic devices. The business lays special emphasis on innovationtowards introducing new products to treat and cure allergies. Total income of the companyduring the Financial Year 2018-19 was र 9970.36 Million as compared to र7968.58 Million during the Financial Year 2017-18.
Jubilant DraxImage Inc.
Jubilant DraxImage Inc. (JDI') is a wholly-owned subsidiary ofthe Company through Jubilant Pharma. JDI has a solid foundation in speciality pharma. JDIis headquartered in Montreal Canada where it operates a highly specialized manufacturingfacility approved by both USFDA and Health Canada. JDI develops manufactures andcommercializes radiopharmaceuticals used in Nuclear Medicine for the diagnosis treatmentand monitoring of various diseases. It serves hospital-based customers (Nuclear MedicinePhysicians Nuclear Cardiologists and Technologists) in addition to specialized commercialradiopharmacies. JDI employs about 170 highly skilled professionals dedicated to providinghigh quality reliable products and services to healthcare providers around the globe. Thebusiness is backed by a dedicated research and development team specializedmanufacturing strong regulatory affairs and commercial operations. The areas ofspecialization include cardiac pulmonary skeletal and thyroid diseases.
JDI is a market leader in North America in several specialty nicheproducts including I-131 Therapeutic and Diagnostic capsules for imaging and treatment ofthyroid diseases and thyroid cancer Methylene-Diphosphonate (MDP) for bone imagingMacro-Aggregated Albumin (MAA) for lung imaging and Diethylene Triamine Penta-acetic Acid(DTPA) for renal brain and functional pulmonary imaging. RubyFill a cutting edgetechnology for PET myocardial perfusion imaging (MPI) under rest and pharmacologicalstress conditions to evaluate regional myocardial perfusion in adult patients withsuspected or existing coronary artery disease is approved by both USFDA and Health Canada.JDI has a strong vision to improve lives through nuclear medicine on a global scale andcontinues to invest in the development of novel radiopharmaceutical products in the fieldsof diagnostics and radiotherapy "Theranostics" which will enable early andaccurate diagnosis and treatment of diseases leading to better patient recovery across theglobe. Total income of the company during the Financial Year 2018-19 was र 12806.34Million as compared to र 10526.37 Million during the Financial Year 2017-18.
Jubilant Pharma NV
This is a wholly-owned subsidiary of the Company through JGL andJubilant Pharma. This company holds shares of Jubilant Pharmaceuticals NV (99.81%) and PSISupply NV (99.50%) along with Jubilant Pharma which holds the balance shares.
Jubilant Pharmaceuticals NV
This is a wholly-owned subsidiary of the Company through JubilantPharma NV Belgium which holds 99.81% of its shares and Jubilant Pharma holds the balanceshares. This company is engaged in the business of licensing generic dosage forms andproviding regulatory services to generic pharmaceutical companies. Total income of thecompany during the Financial Year 2018-19 was र 17.92 Million as compared to र5.83 Million during the Financial Year 2017-18.
PSI Supply NV
This is a wholly-owned subsidiary of the Company. 99.50% of its sharesare held by Jubilant Pharma NV and the balance by Jubilant Pharma. It is engaged in thesupply of generic dosage forms to the European markets. Total income of the company duringthe Financial Year 2018-19 was र 520.01 Million as compared to र 470.40 Millionduring the Financial Year 2017-18.
Jubilant Life Sciences NV
This is a wholly-owned subsidiary of the Company. 99.99% of its sharesare held by the Company and the balance by Jubilant Infrastructure Limited. It is engagedin the supply of bulk chemicals such as ethyl acetate acetic anhydride etc. and vitamins(feed and food grade) to the European markets. Total income of the company duringthe Financial Year 2018-19 was र 3710.39 Million as compared to
र 3723.21 Million during the Financial Year 2017-18.
Jubilant Biosys Limited
Jubilant Biosys Limited (Biosys') provides Drug DiscoveryServices to global pharmaceutical and biotech companies in:
- Standalone Service Model including functional services in the areasof Medicinal Chemistry In Vitro Biology In Vivo Biology Structural Biology DMPKToxicology and Discovery Informatics on Full Time Equivalent (FTE) or Fee For Service(FFS) based model;
- Collaborative/Partnership Model with integrated discovery programacross a single or a portfolio of molecules;
- In-house proprietary model to develop assets that can be out-licensedunder terms including research funding payments for scientific milestones achievedthrough Discovery Development and Commercialisation phases and royalties on successfulcommercialization of drugs.
During the year Biosys has converted 186620000 12% OptionallyConvertible Non-cumulative Redeemable Preference Shares (OCPS') of र 10each held by the Company at par into 186620000 Equity Shares of र 10 eachpursuant to the terms of issue of OCPS. Post conversion Biosys became a direct subsidiaryof the Company.
Total income of the company during the Financial Year 2018-19was र 1584.07 Million as compared to र 844.70 Million during the Financial Year2017-18.
Jubilant Chemsys Limited
Jubilant Chemsys Limited (Chemsys') offers services inSynthetic Organic Chemistry Combinatorial Chemistry Medicinal Chemistry ProcessResearch and Development Scale up services and GMP Manufacturing-Clinical Supply to drugdiscovery companies of US Europe and rest of the world on Full Time Equivalent Fee forService and Hybrid Model.
It also works closely with Jubilant Biosys Limited in collaborativedrug discovery research. Total income of the company during the Financial Year 2018-19 wasर 1255.17 Million as compared to र 1014.15 Million during the Financial Year2017-18.
During the year Chemsys has converted 6200000 8% OptionallyConvertible Non-cumulative Redeemable Preference Shares (OCPS') of र 10each held by the Company at par into 6200000 Equity Shares of र 10 eachpursuant to the terms of issue of OCPS. Post conversion Chemsys continues to be awholly-owned subsidiary of the Company (including through Jubilant Drug Development Pte.Ltd. Singapore).
Jubilant Clinsys Limited
This is a wholly-owned subsidiary of the Company through JubilantChemsys Limited. Total income of the company during the Financial Year 2018-19 was र2.31 Million as compared to र 9.66 Million during the Financial Year 2017-18.
Jubilant Infrastructure Limited
This 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 Gas Turbine E_uentTreatment Incinerator and DM Water.
The Company has two units in this SEZ. The finished products of Unit-1and Unit-2 are fully backward integrated and are using in-house developed innovativetechnologies. During the year the Company has entered into an agreement for taking onlease 10 acres of land for 25 years for upcoming Unit-4. This unit is now expected tobecome operational by the end of June 2019.
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. Total income of the company during the Financial Year 2018-19 was र 862.32Million as compared to र 786.62 Million during the Financial Year 2017-18.
Jubilant Life Sciences (USA) Inc.
This corporation incorporated in Delaware USA is a wholly-ownedsubsidiary of the Company. It undertakes sales and distribution of advance intermediatesvitamins life science chemicals and _ne ingredients in North America. TotalincomeofthecompanyduringtheFinancialYear2018-19wasर 1428.16 Million as compared toर 1521.88 Million during the Financial Year 2017-18.
Jubilant Life Sciences (Shanghai) Limited
This wholly-owned subsidiary of the Company is held through JubilantLife Sciences International Pte. Limited. It undertakes sales and distribution of productsin China. This company is engaged in trading of advance intermediates (pyridine and itsderivatives) specialty ingredients and nutrition products. It is catering topharmaceutical animal feed and agrochemical industries in China. This subsidiary is alsoa sourcing hub of raw materials for your Company. Total income of the company during theFinancial Year 2018-19 was र 1002.74 Million as compared to र 1310.89 Millionduring the Financial Year 2017-18.
Jubilant DraxImage Radiopharmacies Inc.
Jubilant DraxImage Radiopharmacies Inc. (JDRI') is awholly-owned subsidiary of the Company through Jubilant Pharma Holdings Inc. JDRIundertakes radiopharmaceutical distribution business through a network of more than 50pharmacies in the United States.
Total income of the company during the Financial Year 2018-19was र 14457.28 Million as compared to र 7701.06 Million during the FinancialYear 2017-18.
Jubilant Pharma SA (Pty) Limited
During the year Jubilant Pharma SA (Pty) Limited was incorporated inSouth Africa as a wholly-owned subsidiary of Jubilant Pharma Limited. The proposedbusiness activities of South African subsidiary includes importing of products fromJubilant Generics Limited and selling in the South African market and identifyingopportunities for in-licensing business.
Other subsidiaries are mentioned below:
Jubilant Pharma Holdings Inc. Jubilant Pharma Australia Pty Limited
Jubilant Life Sciences International Pte. Limited Jubilant LifeSciences (BVI) Limited Jubilant Innovation Pte. Limited Jubilant Innovation (USA) Inc.
Jubilant Innovation (India) Limited Jubilant HollisterStier Inc.Jubilant First Trust Healthcare Limited Jubilant Drug Development Pte. Limited JubilantDraxImage Limited Jubilant DraxImage (USA) Inc.
Jubilant Discovery Services LLC Jubilant Clinsys Inc.
Jubilant Biosys (Singapore) Pte. Limited Jubilant Biosys (BVI) LimitedHSL Holdings Inc.
Drug Discovery and Development Solutions Limited
Draxis Pharma LLC
Draximage Limited Ireland Draximage Limited Cyprus Draximage (UK)Limited 6981364 Canada Inc.
Vanthys Pharmaceutical Development Private Limited TrialStat SolutionsInc. (earlier known as Jubilant Drug Discovery & Development Services Inc.) During theyear Jubilant Therapeutics India Limited Jubilant Business Services Limited JubilantTherapeutics Inc. Jubilant Episcribe LLC Jubilant Epicore LLC Jubilant Prodel LLC andJubilant Epipad LLC have been incorporated as wholly-owned subsidiaries of the Company.Further Jubilant Pharma UK Limited has been incorporated on April 17 2019 as awholly-owned subsidiary of the Company through Jubilant Pharma Limited. During the yearJubilant Pharma Trading Inc. has been merged into Jubilant Pharma Holdings Inc. and6963196 Canada Inc. has been merged into 6981364 Canada Inc.
PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES
The performance and financial position of the subsidiaries are given inForm AOC-1 attached to the Financial Statements for the year ended March 31 2019.
Jubilant HollisterStier General Partnership
It is a Canada based partnership managed by two subsidiaries of theCompany - Jubilant HollisterStier Inc. and Draxis Pharma LLC. This partnership providescontract manufacturing services. It manufactures products in two categories: sterileproducts and non-sterile products. Sterile products include liquid and freeze-dried(lyophilized) injectables ophthalmic tubes/ solutions and sterile ointments and creams.Non-sterile products include non-sterile ointments creams and liquids. The productsmanufactured by this partnership are supplied to over 50 countries. The manufacturinglocation at Montreal Quebec Canada is approved by Health Canada USFDA and otherregulatory authorities.
Draximage General Partnership
It is a partnership based in Canada managed by two Canadiansubsidiaries of the Company i.e. Jubilant Draximage Inc. (90%) and 6981364 Canada Inc.(10%).
In terms of provisions of Section 139 of the Act and the Rules madethereunder the Shareholders of the Company have at the 40th AGM approved there-appointment of M/s. B S R & Co. LLP Chartered Accountants as Statutory Auditors ofthe Company for another term of 5 years from conclusion of the 40th AGM of theCompany till conclusion of the 45th AGM of the Company to be held in the year2023.
The Auditors' Reports for the Financial Year 2018-19 do notcontain any qualification reservation adverse remark or disclaimer.
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 148of the Act read with the Companies (Cost Records and Audit) Rules 2014 the CentralGovernment has prescribed audit of cost records for certain products. Accordingly theCompany carries out cost audit of its products. Based on the recommendations of the AuditCommittee the Board of Directors has re-appointed M/s J. K. Kabra & Co. CostAccountants as Cost Auditors of the Company to conduct cost audit for the Financial Year2018-19.
The Board had appointed M/s Sanjay Grover & Associates CompanySecretaries to conduct Secretarial Audit pursuant to the provisions of Section 204 of theAct for the Financial Year 2018-19. The Report of the Secretarial Auditors is attached as Annexure-1to this Report and does not contain any qualification reservation adverse remark ordisclaimer.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Priyavrat Bhartia and Mr. Arjun Shanker Bhartia retire by rotationat the ensuing AGM and being eligible offer themselves for re-appointment. The Board hasat its meeting held on October 22 2018 appointed Mr. Arun Seth as an Additional Directorin the category of Independent Director. At the said meeting the Board also appointed Mr.Anant Pande as Whole-time Director of the Company for a period of 5 years effective fromOctober 22 2018. Appointments of Mr. Seth and Mr. Pande are subject to approval ofthe Shareholders at the ensuing AGM.
The Shareholders have at the 40th AGM of the Company heldon September 26 2018 approved re-appointment of Mr. S Sridhar Ms. Sudha Pillai and Dr.Ashok Misra as Independent Directors for another term of 5 consecutive years effectivefrom April 1 2019.
MEETINGS OF THE BOARD
Six meetings of the Board of Directors of the Company were held duringthe Financial Year 2018-19.
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.
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 ScheduleII Part D of the Listing Regulations. The Policy was revised during the year to align thesame with the provisions of the revised Listing Regulations. Salient features of thePolicy and other details have been disclosed in the Corporate Governance Report attachedto this Report.
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 2019 andof the profits of the Company for the year ended March 31 2019; (iii) the Directors havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; (iv) the Directors haveprepared the annual accounts on a going concern basis; (v) the Directors have laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and are operating effectively. Based on the framework of internalfinancial controls including the Controls Manager for financial reporting and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors and the reviews performed by the management and therelevant Board committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during theFinancial Year 2018-19; and (vi) the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.
COMPOSITION OF AUDIT COMMITTEE
As on date the Audit Committee comprises Mr. S Sridhar Chairman Ms.Sudha Pillai Dr. Ashok Misra Mr. Vivek Mehra and Mr. Priyavrat Bhartia. The Board hasaccepted all the recommendations made 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 theCompany'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 riskmanagement framework across the Company and the same is reviewed on a periodic basis bythe Board. Some of the critical risks identified in various businesses of the Company are:
- Competition Cost Competitiveness and Pricing
- Dependence on Certain Key Products and Customers
- Foreign Currency and Interest Rate Exposures
- Capacity Planning and Optimisation
- Manufacturing Operations
- Dependence on Single Manufacturing facility
- Research and Development (R&D) Effectiveness
- Supply Interruptions due to Single Source Supplier
- Limited Product Pipeline
- Failure to Supply to Customers
- Human Resources- Acquire and Retain Talent
- Compliance and Regulatory
- Environment Health and Safety (EHS)
- Protecting Intellectual Property Rights (IPR)
- Information Technology (IT)
- Risk of changes in Tax Legislation
- Mergers and Acquisitions
- Political or Economic Instability or Acts of Terrorism
- Duties by Export Destination Countries
- Acceptance of Our Products in Market
- Policies regarding returns allowances and charge backs in the UnitedStates
- Labour Unions
- Consolidation of Customer Base
- Business Interruption
- Dependence on Third Parties to conduct our Clinical Trials TheCompany promotes strong ethical values and high levels of integrity in all its activitieswhich in itself is a significant risk mitigator. With the growth strategy in place riskmanagement holds the key to the success of the Company's journey of continuedcompetitive sustainability in attaining the desired business objectives.
Implementation of Internal Financial Controls
To compete globally world class Corporate Governance and FinancialControls over operations are a must for the Company. The Internal Financial Controls asmandated by the Act not only require a certification from CEO-CFO but also put anobligation on the Board of Directors to ensure that the Internal Financial Controls areadequate and operating effectively. Besides this the Statutory Auditors are also requiredto give an opinion on the adequacy and effectiveness of Internal Controls over FinancialReporting (ICFR'). To make the Internal Financial Controls framework robustthe Company has worked on three lines of defense strategy which is as under:
- First Line of Defense: Build internal controls into operatingprocesses To this end we have ensured that a detailed Delegation of Authority isissued Standard Operating Procedures for the processes are created financial decisionmaking is done through Committees IT controls are built into the processes Segregationof Duties is done strong budgetary control framework exists the Entity level controlsincluding Code of Conduct Ombudsman Office etc. are put in place etc.
- Second Line of Defense: Create an efficient review mechanism We have created a review mechanism under which all the business units and functions arereviewed for performance at least once in a month by the respective CEOs and once in aquarter by the Corporate team. The formats for these reviews are detailed and finalizedwith the help of global consulting firms.
- Third Line of Defense: Independent assurance A Big Four firmhas been appointed as our internal auditors to perform systematic independent audit ofevery aspect of the business to provide independent assurance on the effectiveness of theinternal controls and highlight the gaps for continuous improvement. We have implemented aprogramme under which more than 2500 financial controls are established and certified ona quarterly basis by the relevant process owners before the financial results are closedfor the quarter. A quarterly certification process is maintained through a work flow basedIT tool called Controls Manager' and this certification is the basis of theCEO-CFO certification stipulated by Regulation 17(8) read with Part B of Schedule II tothe Listing Regulations. We have implemented a web-based automated compliance managementand reporting system. The objective of the system is to ensure that the compliances areeffectively managed and controlled and that they support the Company's businessobjectives and corporate policy requirements. The system includes a comprehensivechecklist for ensuring compliance with the laws and regulations applicable to all plantsand offices of the Company. To ensure timely and effective compliances the compliancestatus is monitored on a real-time basis by the Secretarial Team. The status is reviewedon a quarterly basis by the Senior Management and the Board of Directors. Pursuant to theListing Regulations the Company Secretary and Compliance Officer places a compliancereport to the Board of Directors on a quarterly basis.
The Company regularly updates the controls library and Risk and ControlMatrix. The exercise of review of controls was conducted during the year by the in-houseprocess owners with the help of a Big Four firm. The revised control framework after suchreview was tested for operational effectiveness by the Statutory Auditors and they havegiven an afirmative opinion about the adequacy and effectiveness of the Internal Controlsfor Financial Reporting in the Company. The Company has three business segments namely (a)Pharmaceuticals (b) Life Science Ingredients and (c) Others. The Segments have a completemanagement set up with CEO CFO Business leaders and other functional heads who areresponsible for running the operations and report to the Chairman/Co-Chairman and ManagingDirector and the Corporate Committee.
To improve the controls in operations we have established for eachline of business the concept of financial decision making through operational committees.
A detailed note on Internal Control Systems and Risk Management isgiven under Management Discussion and Analysis Report'.
The Corporate Office in Noida and Gajraula and Bharuch Manufacturingfacilities are certified for Responsible Care14001:2015 under the American ChemistryCouncil's (ACC) Responsible Care program. Implementation of RC14001 and ResponsibleCare Management System by Jubilant demonstrates its commitment to employee health andsafety community and the environment.
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 (Quality ManagementSystem) ISO 14001 (Environmental Management System) and OHSAS 18001 (Occupational Healthand Safety Management system). The Corporate Office in Noida is certified for InformationSecurity Management System ISO/IEC 27001:2013.
Gajraula Quality Control Laboratory has also been accredited byNational Accreditation Board for Testing and Calibration Laboratories in accordance withthe ISO/ IEC 17025:2005. The Carbon Dioxide manufacturing facility is certified for FSSC22000 (Food Safety System Certification) for production and dispatch of food grade CarbonDioxide for Beverages. Carbon Dioxide product is approved by Food Safety and StandardsAuthority of India (FSSAI). Gajraula manufacturing facility is Kosher and Halal Certifiedfor key products used for human consumption.
Gajraula site is certified for Energy Management System CertificationISO 50001:2011 for Energy Conservation programme (ENCON).
Animal Nutrition Unit at Savli is certified for FAMI-QS Code Version5.1 in Feed Safety Management System.
Ambernath Manufacturing facility is ISO 9001:2015 certified for QualityManagement System.
Bharuch Site is certified for Energy Management System CertificationISO 50001:2011 for Energy Conservation programme (ENCON). Vitamins plant at Bharuch iscertified for FAMI-QS Code Version 5.1 in Feed Safety Management System KosherHalal-India Halal-Malaysia Halal-Indonesia FSSC 22000 (Food Safety SystemCertification) and Good Manufacturing Practices ('GMP').
Acetyl manufacturing facility at Nira has been certified for FSSC 22000(Food Safety System Certification) for production and dispatch of Acetic Anhydride andEthyl Acetate and also for storage packaging and dispatch of Glacial Acetic Acid for foodapplication. Manufacturing facility at Nira is Kosher and Halal certified for key productsused for human consumption.
Digitization is the buzzing concept in the corporate world which isevolving rapidly in the dynamic and competitive environment. Digitization is not onlyabout technological shift but also about a change in organisation intersecting technologybusiness and people.
At the helm of any transformation it is employees who lead and bringthe change across the organisation. We at Jubilant are preparing for this transformationwhere we can utilize the big data analyse it to draw inferences and conclusion to predictthe future.
All our initiatives are backed by an action oriented development plan.The development initiatives lay the foundation of our talent pipeline. In our journeytowards building the Employee Experience we have launched multiple priority initiativesat organizational and business levels. We have also conducted the Employee Experiencesurvey in 2019 to understand the pulse' and the impact of the initiatives takenso far. The Employee Net Promoter Score (eNPS) has become a part of the performance KRAsof the business leaders and will encourage them to strive towards creating superioremployee experience within the Company.
In the learning and development space we launched "LearningManagement System" providing online training courses on business functionalmanagement and leadership skills to hone and foster a culture of continuous learning inthe organisation. Additionally we have mandatory programs for employees on the Code ofConduct Whistle Blower Policy and Policy on Prevention of Sexual Harassment at Workplaceto reinforce our commitment to governance and adherence to the code of conduct and fairbusiness practices. The Company has constituted Internal Complaints Committee incompliance with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
To strengthen the talent pipeline we have been focusing on attractingthe best talent from India's leading campuses to have a steady flow of fresh talentthereby creating a strong pool of internal talent. We have engaged with management andengineering colleges across India in quiz competition "Mind Fizz" to increaseour visibility. We have been focusing on digitization of our talent attraction and hiringplatform by revamping and simplifying our internal talent acquisition process. We alsoensure strong media presence advertisement of position internally and externally toattract the right talent.
As on March 31 2019 a total of 328 employees at our manufacturingplants at Savli Nira and Gajraula were either members of unions or had collectivebargaining capabilities. During the year we enjoyed cordial relations with our employeesand there have been no instances of labour unrest or disputes at any of the manufacturingsites. We have successfully closed long term wage settlements at Gajraula Nira and Savlisites.
A detailed note on Human Resource Management is given in the 'ManagementDiscussion and Analysis Report'.
With a view to keep the investors well informed of its activities theCompany has taken the following initiatives:
- E-mailing quarterly results and press releases to the Shareholderssoon after they are sent to the stock exchanges and e-mailing Annual Reports. Maintaininguser friendly Investor Section on the website of the Company www.jubl.com;
- A dedicated e-mail address viz. email@example.com for interacting onvarious matters with respect to share transfer transmission dividends and other relatedissues with the Company Secretary and Compliance Officer;
- The Company has placed an Investor Feedback form on its websitewww.jubl.com under the head 'Investor Feedback Form' to obtain valuable feedback andsuggestions of the investors by submitting the Form electronically;
- Earnings Presentation and Release detailing the quarterly results areuploaded on the website of the Company www.jubl.com. Earnings call is typically conductedpost announcement of results to the stock exchanges as per the schedule mentioned in theConcall Invite which is also uploaded on the website of the Company. Earnings callplayback is made available on the Dial-in numbers shared in the Concall Invite andtranscripts are uploaded on the website of the Company;
- The presentation and meeting schedule of Road shows attended by theCompany are uploaded on its website after intimating the same to the Stock Exchanges; and
- Disclosures made to the Stock Exchanges are promptly uploaded on thewebsite of the Company for information of the Investors.
The details of Vigil Mechanism adopted by the Company have beendisclosed in the Corporate Governance Report which is attached to and forms an integralpart of this Report.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility ('CSR') is an integral part ofJubilant's framework for sustainable development. The Company's approach towardssustainable development focuses on the triple bottom line of Economic Environmental andSocial performance. The CSR activities at Jubilant are in line with the provisions ofSection 135 read with Schedule VII to the Act. The Company's CSR initiatives thruston creating value in the lives of the communities around its areas of operations. Jubilantas a responsible corporate works in the line of Sustainable Development Goals (SDGs) witha strong focus on social performance indicated in the CSR projects of the organization.The SDGs otherwise known as the Global Goals are a universal call to action to endpoverty protect the planet and ensure that all people enjoy peace and prosperity.Following are the highlights of CSR at Jubilant:
- CSR is deeply imbibed in the Company's approach towardssustainable development. Jubilant considers community as one of its apex stakeholders andbelieves in inclusive growth.
- During the year Jubilant continued its CSR initiatives in the realmof Education Health Livelihood Rural Development and Social Entrepreneurship.
- Jubilant has been publishing its Corporate Sustainability Reportevery year from 2003 onwards. The report is externally verified and is in accordance withthe Global Reporting Initiative (GRI') guidelines.
- Acknowledged application level A+ by GRI for our CorporateSustainability Report since 2007 onwards. Report from FY 2016-17 onwards is being preparedin line with GRI G4 Guidelines in accordance with 'Comprehensive' option. All our reportsare available on the Company's website www.jubl.com.
- CSR initiatives of the Company are conceptualized and implementedthrough Jubilant Bhartia Foundation ('JBF') the social wing of Jubilant Bhartia Groupestablished in 2007 as a not-for-profit organization. JBF works on 4P model(Public-Private-People-Partnership) for empowering communities. JBF in partnership withSchwab Foundation for Social Entrepreneurship has been conferring Social Entrepreneur ofthe Year (SEOY) Award in India since the year 2010. The award celebrates mature-stagesocial entrepreneurs and their organizations that implement innovative sustainable andlarge-scale solutions to address social issues. SEOY does not fall in the purview of CSRactivities pursuant to the provisions of Schedule VII to the Act. The Company shallhowever continue to confer the SEOY award over and above CSR budget of the Company inview of the social benefits of the award.
- JBF's detailed activities are available on its websitewww.jubilantbhartiafoundation.com. Annual Report on CSR including contents of the CSRPolicy is attached as Annexure-4 to this Report. In compliance with the ListingRegulations Business Responsibility Report forms part of the Annual Report.
OTHER DISCLOSURES i. Extracts of Annual Return: Pursuant to theprovisions of Section 92 of the Act read with Rule 12 of the Companies (Management andAdministration) Rules 2014 extract of the Annual Return is attached as Annexure-5to this Report. ii. Public Deposits: The Company has not accepted any deposits from thepublic during the year. The Company had no outstanding overdue unpaid or unclaimeddeposits at the beginning and end of the Financial Year 2018-19. iii. Loans Guaranteesand Investments: Details of loans guarantees/ securities and investments along with thepurpose for which the loan guarantee or security is proposed to be utilised by therecipient have been disclosed in Note nos. 5 6 and 40 to the Standalone FinancialStatements as applicable. iv. Particulars of Contracts or Arrangements with the RelatedParties: The Company has formulated a policy on Related Party Transactions(RPTs') dealing with the review and approval of RPTs. Prior omnibus approvalis obtained for RPTs which are of repetitive nature. All RPTs are placed before the AuditCommittee for review and approval.
All RPTs entered into during the Financial Year 2018-19 were in theordinary course of business and on arm's length basis. No material RPTs were enteredinto during the Financial Year 2018-19 by the Company as defined in the Policy onMateriality of Related Party Transactions and Dealing with Related Party Transactions.Accordingly the disclosure of RPTs as required under Section 134(3)(h) of the Act in FormAOC-2 is not applicable. Your Directors draw attention of the members to Note no. 37 tothe Standalone Financial Statements which sets out the Related Party disclosures. v.Material Changes in Financial Position: No material change or commitment has occurredafter the close of the Financial Year 2018-19 till the date of this Report which affectsthe financial position of the Company. vi. Orders passed by Courts/ Regulators: Nosignificant or material order has been passed by the regulators or courts or tribunalsimpacting the going concern status of the Company or its future operations. vii.Secretarial Standards: The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Meetings of the Board of Directors andGeneral Meetings.
As a responsible corporate citizen the Company is committed tomaintain the highest standards of Corporate
Governance and believes in adhering the best corporate practicesprevalent globally. A detailed Report on Corporate Governance is attached as Annexure-6and forms part of this Report. A certificate from a Practising Company Secretaryconfirming compliance with the conditions of Corporate Governance as stipulated in ClauseE of Schedule V to the Listing Regulations is attached to the Corporate Governance Report.
The Board Members and Senior Management Personnel have afirmedcompliance with the Code of Conduct for Directors and Senior Management for the year endedMarch 31 2019. A certificate from the Co-Chairman & Managing Director confirming thesame is attached to the Corporate Governance Report.
A certificate from the CEO and CFO confirming correctness of thefinancial statements adequacy of internal control measures etc. is also attached to theCorporate 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 with gratitude the cooperation andassistance received from the Central and State Government authorities. Your Directorsthank the shareholders debentureholders financial institutions banks/ other lendersdebenture trustees customers vendors and other business associates for their confidencein the Company and its management and look forward to their continued support. The Boardwishes to place on record its appreciation for the dedication and commitment of theCompany's employees at all levels which has continued to be our major strength. Welook forward to their continued support in the future.
|For and on behalf of the Board |
|Shyam S Bhartia ||Hari S Bhartia |
|Chairman ||Co-Chairman & Managing Director |
|(DIN: 00010484) ||(DIN: 00010499) |
|Place: Noida || |
|Date: May 17 2019 || |