To the Members,
The Directors are pleased to present their Forty Fifth (45th) Report of Jubilant
Pharmova Limited (the 'Company' or 'Jubilant Pharmova') together with the Audited
Standalone and Consolidated Financial Statements for the year ended March 31,2023.
1. OVERVIEW
Jubilant Pharmova is a company engaged in Radiopharma, Allergy Immunotherapy, CDMO of
Sterile Injectable, Generics, Contract Research Development and Manufacturing Organisation
(CRDMO) and Proprietary Novel Drugs businesses. With a network of 46 radio-pharmacies in
the US, Jubilant' s Radiopharma business is engaged in manufacturing and supply of
Radiopharmaceutical products and services. Its other businesses such as Allergy
Immunotherapy, Contract Manufacturing of Sterile Injectables and Non-sterile products and
Generics (Solid
Dosage Formulations) caters to major regulated markets (USA, EU and other geographies)
through five manufacturing facilities. The CRDMO segment (through Jubilant Biosys)
provides collaborative research and partnership for Drug Discovery through two world class
research centers in India. The Company is also involved in the manufacturing of Active
Pharmaceutical Products (API) through a US FDA approved facility in Nanjangud, Karnataka.
Jubilant Therapeutics (JTI) invested for in-house Proprietary Novel Drugs business and is
an innovative biopharmaceutical company developing breakthrough therapies in the area of
oncology and autoimmune disorders. Jubilant Pharmova has a team of over 5,500
multicultural people across the globe. The Company is well recognised as a 'Partner of
Choice' by leading pharmaceuticals companies globally. For more information, please visit:
www.jubilantpharmova.com.
2. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS & FINANCIALS
PARTICULARS |
Standalone * |
Consolidated |
|
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Total Revenue from Operations |
8,101 |
7,257 |
62,817 |
61,302 |
Total Operating Expenditure |
8,069 |
7,193 |
55,055 |
49,739 |
EBITDA (before Other Income) |
32 |
64 |
7,762 |
11,563 |
Other Income |
1,379 |
1,262 |
383 |
113 |
EBITDA |
1,411 |
1,326 |
8,145 |
11,676 |
Depreciation, Amortisation and Impairment Expense |
433 |
369 |
5,540 |
3,817 |
Finance Costs |
185 |
110 |
1,882 |
1,455 |
Exceptional Items |
- |
- |
568 |
- |
Share of profit of an associate |
- |
- |
123 |
(100) |
Profit before Tax |
793 |
847 |
278 |
6,304 |
Tax Expenses |
294 |
42 |
927 |
2,174 |
Reported Net Profit /(Loss) After Tax |
499 |
805 |
(649) |
4,130 |
Attributable to: |
|
|
|
|
Owners of the Company |
499 |
805 |
(610) |
4,139 |
Non-Controlling Interests |
- |
- |
(39) |
(9) |
Other Comprehensive Income |
13 |
6 |
2,204 |
2,440 |
Total Comprehensive Income for the year |
512 |
811 |
1,555 |
6,570 |
Retained Earnings brought forward from previous year |
11,540 |
11,549 |
46,850 |
43,177 |
Profit for the year (attributable to owners of the Company) |
499 |
805 |
(610) |
4,139 |
Adjustment on account of common control business combination |
- |
(26) |
- |
- |
Re-measurement of defined benefit obligations |
(8) |
8 |
(19) |
9 |
Dividend on Equity Shares |
(796) |
(796) |
(796) |
(796) |
Adjustment on account of consolidation of ESOP Trust |
- |
- |
1 |
1 |
Transfer of cumulative gain of equity investments classified at Fair
Value through Other Comprehensive Income |
|
|
(75) |
299 |
Stock awards vested |
- |
- |
14 |
21 |
Stock awards cancelled/forfeited |
- |
- |
1 |
- |
Exercise of stock options |
1 |
- |
1 |
- |
Retained Earnings to be carried forward |
11,236 |
11,540 |
45,367 |
46,850 |
*The above Financial Statements have been restated to include the financial information
of API business, which got merged with Jubilant Pharmova with appointed date as April
1,2022.
(I) Standalone Financials Revenue from Operations
In the Financial Year 2022-23, on a standalone basis, the Company recorded total
revenue from operations of RS. 8,101 million.
EBITDA
For the year ended March 31, 2023, Earnings before Interest, Taxes, Depreciation and
Amortisation ('EBITDA') stood at RS. 1,411 million.
Reported Net Profit after Tax and EPS
Reported Net Profit after Tax was RS. 499 million in the Financial Year 2022-23. Basic
Earnings per Share ('EPS') stood at RS. 3.13 per equity share of RS. 1 each.
(II) Consolidated Financials
The Consolidated Financial Statements, prepared in accordance with the provisions of
the Companies Act, 2013, (the 'Act'), the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the'Listing Regulations') and Indian 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.
Performance Review
Revenue for the year was RS. 62,817 million as compared to RS. 61,302 million in the
Financial Year 2021-22. Revenue from the Radiopharma segment was RS. 25,524 million as
compared to RS. 21,228 million in the Financial Year 2021-22. Revenue from the Allergy
Immunotherapy segment was RS. 6,028 million as compared to RS. 4,894 million in the
Financial Year 2021-22. Revenue from the Contract Development and Manufacturing
Organisation - Sterile Injectables segment was RS. 11,547 million as compared to RS.
13,340 million in the Financial Year 202122. Revenue from the Generics segment was RS.
7,616 million as compared to RS. 11,569 million in the Financial Year 202122. Revenue from
the Contract Research, Development and Manufacturing Organisation was RS. 11,847 million
as compared to RS. 10,050 million in the Financial Year 2021-22. Revenue from Proprietary
Novel Drugs was RS. 38 million for the year as compared to RS. 18 million in the Financial
Year 2021-22. Revenue from Management Services stood at RS. 218 million as compared to RS.
203 million in the Financial Year 2021-22.
EBITDA was RS. 8,145 million for the year as compared to RS. 11,676 million in the
Financial Year 2021-22. EBITDA of the Radiopharma segment was RS. 3,784 million for the
year as compared to RS. 3,051 million in the Financial Year 2021-22 with margins of 14.8%
as against 14.4% in the Financial Year 2021-22. EBITDA of the Allergy Immunotherapy
segment was RS. 2,055 million for the year as compared to RS. 1,641 million in the
Financial Year 2021-22 with margins of 34.1% as against 33.5% in the Financial Year
2021-22. EBITDA of the Contract Research, Development and Manufacturing Organisation -
Sterile Injectables segment was RS. 3,451 million for the year as compared to RS. 6,131
million in the Financial Year 2021-22 with margins of 29.9% as against 46.0% in the
Financial Year 202122. EBITDA loss of the Generics segment was RS. 2,304 million for the
year as compared to RS. 566 million in the Financial Year 2021-22 with negative margins of
30.3% as against 4.9% in the Financial Year 2021-22. Contract Research, Development and
Manufacturing Organisation segment reported EBITDA of RS. 1,993 million as compared to RS.
2,304 million in the Financial Year 2021-22 with margins of 16.8% as against 22.9% in the
Financial Year 2021-22. EBITDA loss of the Proprietary Novel Drugs segment was RS. 349
million as compared to RS. 345 million in the Financial Year 2021-22.
Loss after Tax was RS. 649 million as compared to Profit after Tax RS. 4,130 million in
the Financial Year 2021-22. Earnings per Share (EPS) was negative (RS. 3.83) per equity
share of RS. 1 each.
3. DIVIDEND
The Board is pleased to recommend a dividend of 500% i.e. RS. 5 per fully paid up
equity share of RS. 1 each amounting to RS. 796.41 million for the year ended March 31,
2023. The payment of dividend is subject to approval of the shareholders at the
forthcoming Annual General Meeting ('AGM') of the Company and shall be subject to
deduction of income tax at source, if any.
4. TRANSFER TO GENERAL RESERVE
During the year under review, no amount has been transferred to General Reserve of the
Company.
5. CAPITAL STRUCTURE
(a) Share Capital
During the year, there has been no change in the authorised, subscribed and paid-up
share capital of the Company. As on March 31, 2023, the paid-up share capital stood at
Cl59,281,139 comprising 159,281,139 equity shares of RS. 1 each.
(b) Employees Stock Option Plan and General Employee Benefits Scheme
The Company has an employee stock option plan namely Jubilant Pharmova Employees Stock
Option Plan 2018 ('Plan 2018'). During the year, the plan was amended, inter-alia
including, the increase in number of options available in the pool as well as maximum
number of options that can be granted in a year to an employee and the Plan is in
compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (the 'SEBI ESOP Regulations').
The amendments were duly approved by the Shareholders of the Company by way of Special
Resolution vide postal ballot, results of which were declared on November 14, 2022.
During the year, 604,540 Options were granted. Each Option entitles the holder to
acquire one equity share of RS. 1 each of the Company at the exercise price fixed at the
time of grant.
The Company has a general employee benefits scheme namely Jubilant General Employee
Benefits Scheme-2019 ('JGEBS-2019'). The Scheme is in compliance with the SEBI ESOP
Regulations and there was no material change in the Scheme during the year.
The details of the Plan 2018 and JGEBS-2019 pursuant to the SEBI ESOP Regulations have
been placed on the website of the Company and the same can be accessed at the web-link
https://www.iubilantpharmova.com/ Uploads/image/893imguf esop disclosure2023.pdf.
(c) Debentures
In the Financial Year 2020-21, the Company had issued Secured Redeemable Unlisted
Non-Convertible Debentures ('NCDs') of RS. 950 million for a period of upto 5 years. These
NCDs are outstanding as on date.
6. SCHEME OF ARRANGEMENT
The Board of Directors of the Company, at its meeting held on July 23, 2021, approved
reorganisation of the APIs business of Jubilant Generics Limited ('JGL'), an indirect
wholly- owned subsidiary for inter alia better operational synergy and management
effectiveness, by way of a demerger of the APIs undertaking of JGL and vesting of the same
with the Company, on a going concern basis ('the Demerger'), through a Scheme of
Arrangement between JGL and the Company and their respective shareholders and creditors
under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013,
('Scheme'). The Company and JGL filed the required petition during the Financial Year
2022-23 with the Hon'ble National Company Law Tribunal, Allahabad Bench ('NCLT') seeking
its approval for the Scheme.
During the year, the petition was heard by the NCLT on April 25, 2022 and the Scheme
was approved by NCLT vide its Order dated May 23, 2022. The Appointed Date of the Scheme
was April 1,2022. The Company has received the Formal Order dated June 13, 2022 from NCLT.
Consequently, the Company has filed the Formal Order of the NCLT with the Registrar of
Companies, Kanpur on July 1,2022, which is an effective date of Scheme.
7. SUBSIDIARIES
As on March 31, 2023, the Company had 36 subsidiaries. Brief particulars of the
principal subsidiaries are given below:
Jubilant Pharma Limited
Jubilant Pharma Limited, Singapore ('Jubilant Pharma') is a wholly-owned subsidiary of
the Company. Jubilant Pharma holds the global pharmaceutical business of the Company
through its subsidiaries in the US, Canada, Europe, India and rest of the world. These
subsidiaries of Jubilant Pharma are engaged in manufacturing, marketing and distribution
of various pharmaceutical products and services including APIs, oral dosage forms (tablets
and capsules), contract manufacturing of sterile injectables including vaccines, ointment,
creams and liquids, allergy therapy products and radiopharmaceutical products. Jubilant
Pharma also operates a network of radiopharmacies in the US, through its wholly-owned
subsidiary with 46 pharmacies (Including 3 PET pharmacies) in 21 states of the US. Total
income of the company during the Financial Year 2022-23 was RS. 340.58 million as compared
to RS. 350.39 million during the Financial Year 2021-22.
Jubilant Generics Limited
Jubilant Generics Limited ('JGL') is a wholly-owned subsidiary of the Company through
Jubilant Pharma. JGL has been engaged in the business of development, manufacturing,
distribution, sales and marketing of Dosage (formulations) Forms at its plant at Roorkee
and / or CMOs, including in-licensing, out-licensing, collaboration with CROs to ensure a
robust product pipeline. JGL has India Branded Pharmaceuticals ("IBP") business
which caters to dosage formulations under its own brand name to the Indian market in
different therapeutic areas including chronic specialties like Cardiology and Diabetes,
and multi-specialty.
The dosage formulations manufacturing facility at Roorkee, Uttarakhand, with 5 acres of
infrastructure, is inspected by global regulatory agencies such as US FDA, Japan PMDA, UK
MHRA, Australia TGA, WHO and Brazil ANVISA. This facility primarily manufactures immediate
and modified release oral solid dosage forms (Tablets, Capsules and Powder for Suspension)
with capabilities on complex processes like fluid bed pellet coating, MUPS (Multi Unit
Pellet System) and extended release drug delivery technology based on matrix formulations
and functional coatings. In addition to manufacturing and supplies of finished
formulations to the US market, JGL's non-US finished formulations business is focussed on
various markets in EU, Japan, Canada, Australia as well as various countries in the
emerging markets. JGL also caters to the selected overseas markets under its own brand
name. JGL's major therapy areas includes Cardiovascular, CNS and Gastrointestinal
products. The business derives benefit of lowering cost and managing risks from sourcing
APIs from both sources (a) vertical integration and in-house APIs from the Company and (b)
qualifying alternate suppliers for key APIs with an objective to de-risk our API source.
During the Financial Year 2018-19, the USFDA inspected the Company's Roorkee facility
and consequently in March 2019 issued Warning Letter to the Roorkee facility. In October
2019, the USFDA again conducted an inspection of the Roorkee facility and issued a Form
483 with six observations. In March 2021, the USFDA conducted another inspection of the
Roorkee facility and issued a Form 483 with seven observations. Subsequently in July 2021,
USFDA listed the Roorkee facility under import alert with an exception for 4 products
manufactured at the facility. Subsequently, exception for 3 out of 4 products has been
withdrawn. In July 2022, the USFDA conducted another inspection at Roorkee site and
concluded with inspection classification as "OAI" (Official Action Initiated) in
October 2022.
The Company had engaged independent third party cGMP consultants to mitigate the gaps
identified by the USFDA and has kept the USFDA updated on its corrective and preventive
actions. The Company continues to manufacture and supply the products to all the other
markets where the products are approved, other than US. New product approvals for US
market with Roorkee plant as manufacturing site will get withheld till the alleviation of
the import alert. The Company is committed to implement the necessary corrective actions
required to address the USFDA concerns at the earliest and it continues to work in close
coordination with the US agency.
During the FY 2022-23, JGL recalibrated its R&D strategy to continually deliver
innovative, high quality products for various markets. The new strategy leverages variety
of product opportunities through in-licensing and/or external product development in
collaboration with specialised CROs. This is expected to accelerate product introduction
as well as deliver the products in cost-effective manner. Further, JGL evaluated all
existing products under development and prioritised them on the basis of technical and
financial feasibility.
During the year, the Hon'ble National Company Law Tribunal, Allahabad Bench pronounced
its Order dated June 13, 2022 approving the scheme of arrangement between JGL and the
Company for Demerger of Active Pharmaceuticals Ingredients ("API")
undertaking/business of JGL and vesting of the same with the Company on a going concern
basis with an Appointed Date of April 1,2022.
Total income of JGL during the Financial Year 2022-23 was RS. 3,266.22 million as
compared to RS. 6,812.29 million during the Financial Year 2022-23 for the continuing
operations post demerger of API business.
The Company is in compliance with Regulation 24A of the Listing Regulations.
Secretarial Audit was conducted for JGL, an unlisted material subsidiary of the Company.
Copy of the Secretarial Audit Report is attached as Annexure-1 to this report. The
Secretarial Report of JGL does not contain any qualification, reservation or adverse
comments or disclaimer.
Jubilant Cadista Pharmaceuticals Inc.
Jubilant Cadista Pharmaceuticals Inc., ('Jubilant Cadista') a corporation incorporated
in Delaware, US is a wholly-owned subsidiary of Jubilant Pharma Holdings Inc. This company
is engaged in the business of developing, manufacturing and marketing of solid dosage
forms of generic prescription pharmaceuticals at its US FDA approved manufacturing
facility in Salisbury, Maryland, US. Jubilant Cadista is also marketing the solid dosage
forms manufactured at Roorkee Plant, India or other CMOs. Its customer base includes large
wholesalers, retail and pharmacy chains. As on March 31,2023, there were 17 products
marketed in the US with focus in the therapeutic areas of CVS, CNS, Anti Allergic,
Steroids, etc. Jubilant Cadista also acts as CMO for 2 products marketed in US. Total
income of the company during the Financial Year 2022-23 was RS. 5,079.91 million as
compared to RS. 6,462.09 million during the Financial Year 2021-22. The US FDA inspected
the site last in February 2020 that resulted in a rating of GMP compliance.
At our Salisbury, Maryland manufacturing facilities, structured improvement projects
have been undertaken that have delivered significant conversion cost savings, while at the
same time improving safety rate, deviation rate, productivity, batch rejections and
service level.
Jubilant HollisterStier LLC
Jubilant HollisterStier LLC ('JHS') is a wholly-owned subsidiary of Jubilant Pharma
Holdings Inc. This subsidiary is a fully integrated leading CMO player based out of North
America with operations in Spokane, Washington (USA) and Montreal, (Canada). The
facilities offer manufacturing services including sterile injectable (both liquid and
lyophilization), ampoules and ophthalmic offerings from the Montreal site (ointments,
liquids and creams). This company is among the leading Contract Manufacturers in North
America for sterile injectable and expanding its reach as a full scale ophthalmic solution
provider in the form of bottles including preservative free ointments, liquids, creams and
injectables. Its facilities are approved by regulators across the world including US FDA,
Health Canada, ANVISA Brazil, PMDA Japan, Russia, MHRA and various others. The products
manufactured at both sites are sold in over 50 countries across the globe by its
customers. The company lays strong emphasis on compliance and protecting Intellectual
Property Rights (IPR) for its customer base. The company will continue to focus on the
highest level of compliance with a lean operation setup and supply of right quality
products in a timely manner to its customers which helps it further grow the order book.
The US FDA inspected the Spokane site last in 2021 by both the Center for Biologics
Evaluation and Research and the Center for Drugs Evaluation and Research. These
inspections resulted in ratings of 'GMP Compliance'. The Spokane site was also inspected
by Armenia in 2021 and the Netherlands in 2022 on behalf of the EMA and again, the site
received a 'GMP Compliant' ratings. The US FDA inspected the Montreal site last in May
2023 and Health Canada in 2022. Further the sites go through numerous client audits during
the year that also enhance their readiness for FDA inspection. Injectables form an
increasing proportion of new approvals by innovators for which there is shortage of
capacity for high quality manufacturing sterile sites as available with the company. The
need for injectable has further been enhanced because of COVID pandemic. Its CDMO business
has played a very integral role in current pandemic with contracts and various others for
manufacturing vaccines and therapeutic drugs to fight the pandemic.
In May 2022, JHS entered into a cooperative agreement for USD$149.6 million with the
Army Contracting Command, in coordination with the Joint Program Executive Office for
Chemical, Biological, Radiological, and Nuclear Defense (JPEO- CBRND) on behalf of the
Biomedical Advanced Research and Development Authority (BARDA), within the US Department
of Health and Human Services. The effort was funded under the American Rescue Plan. This
agreement will enable the company to double its injectable filling production capacity at
a total cost of USD$193 million, at its Spokane, Washington manufacturing facility. This
will be completed by 2027. This agreement is in addition to the USD$92 million filling
line expansion announced in November 2021, which will be commercially available by the end
of 2025. The planned expansion will double the injectable fill and finish (liquid &
lyo) capacity at Spokane. The lines will be latest technology high speed isolator fill
lines with lyophilizers.
The Allergy Immunotherapy business provides products in the US and also exports to
several international markets such as Canada, Europe and Australia. We supply bulk
extracts to physicians who then use the products for diagnostic testing and to administer
immunotherapy treatment. Allergenic extracts in our portfolio are offered in the form of
consistent, high-quality, differentiated products along with a range of specialised
diagnostic devices for skin testing.
A differentiated business of manufacturing and marketing of allergenic extracts is
backed by one of the oldest and most trusted brands, HollisterStier, which is in existence
for over 100 years. The company has been focusing on expanding market coverage and
ensuring robust offering of our antigens to Customers. In addition, we have increased
capacities in Lyophilization and are further increasing capacities in the Allergy
Immunotherapy manufacturing facility to ensure consistent and reliable supply of our
flying insect venom products. We are the sole producers and suppliers of venom
immunotherapy in the US and Canada.
This business continues to build on the development of innovative products to address
various allergies. The company is expanding its footprint beyond the US and is building
networks in other regions outside of North America including EU, MEA and APAC with a focus
on our venom immunotherapy products in these regions.
Total income of the company during the Financial Year 2022-23 was RS. 15,615.44 million
as compared to RS. 16,286.86 million during the Financial Year 2021-22.
Jubilant DraxImage Inc.
Jubilant DraxImage Inc. ('Jubilant Radiopharma') is a wholly- owned subsidiary of the
Company through Jubilant Pharma. Jubilant Radiopharma has a solid foundation in speciality
pharma. Headquartered in Montreal, Canada, Jubilant Radiopharma operates a highly
specialised manufacturing facility approved by US FDA, Health Canada and selected EU
countries. It develops, manufactures, commercialises and distributes radiopharmaceuticals
used in Nuclear Medicine for the diagnosis, treatment and monitoring of a broad range of
diseases. It serves hospital-based customers (Nuclear Medicine Physicians, Nuclear
Cardiologists and Technologists) in addition to specialised commercial radiopharmacies in
the United States and Canada. Jubilant Radiopharma employs about 814 highly skilled
professionals dedicated to providing high quality, reliable products and services to
healthcare providers around the globe. The business is supported by an experienced
research and development organisation, specialised radiopharmaceutical manufacturing,
strong regulatory affairs, quality systems and marketing and commercial operations. The
disease areas of specialisation include cardiology, oncology, neurology, and therapeutics
for neuro-endocrine and thyroid diseases. The business distributes radiopharmaceutical
products through a network of 46 radiopharmacies in the United States after carrying out
compounding activities of Radiopharmaceuticals products with radioactive isotopes in these
radiopharmacies.
Jubilant Radiopharmaceuticals business is a market leader in North America in several
specialty areas, including I-131 Therapeutic and Diagnostics (Theranostics) for imaging
and treatment of thyroid diseases and thyroid cancer, Macro- Aggregated Albumin (MAA) for
lung perfusion imaging and Pentetic Acid (DTPA) for renal, brain and functional pulmonary
imaging. RUBY-FILL, a cutting-edge technology for PET myocardial perfusion imaging (MPI)
to evaluate regional myocardial perfusion in adult patients with suspected or known
coronary artery disease is approved by US FDA, Health Canada, Swissmedic, Switzerland,
BfArM, Germany and Le gouvernement du Grand- Duche de Luxembourg, Luxembourg.
Jubilant Radiopharmaceuticals business is sponsoring and supporting two clinical trials
for I-131-MIBG, a unique approach under evaluation for first-line and later stage
treatment of high-risk neuroblastoma. Approximately 800 patients are diagnosed with
Neuroblastoma every year in the USA, mostly children.
The Montreal manufacturing site was inspected by Health Canada in 2021, and by Health
Canada and the USFDA in 2022, both resulting in ratings of GMP compliance.
Effective June 1, 2021, Jubilant Draximage Inc. acquired the Radiopharmacies business
which operates 46 radiopharmacies in 21 States and is headquartered in Yardley, PA.
Jubilant Radiopharmacy network is the second largest network of commercial nuclear
radiopharmacies in the United States, directly serving over 1,800 individual hospitals,
clinics and medical centres. Business delivers approx. 3 million patient doses per year.
Vertical integration of the Radiopharmaceuticals and Radiopharmacy divisions positions
Jubilant Radiopharma to capitalise on the expanding nuclear medicine market.
Total income of the company during the Financial Year 2022-23 was RS. 26,108 million as
compared to RS. 19,732 million during the Financial Year 2021-22.
Jubilant Pharma NV
This is a wholly-owned subsidiary of the Company through JGL and Jubilant Pharma. This
company holds shares of Jubilant Pharmaceuticals NV (99.81%) and PSI Supply 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 Jubilant Pharma NV, Belgium,
which holds 99.81% of its shares and Jubilant Pharma holds the balance shares. This
company is engaged in the business of licensing generic dosage forms and providing
regulatory services to generic pharmaceutical companies. Total income of the company
during the Financial Year 2022-23 was RS. 0.07 million as compared to RS. 0.65 million
during the Financial Year 2021-22.
PSI Supply NV
This is a wholly-owned subsidiary of the Company. 99.50% of its shares are held by
Jubilant Pharma NV and the balance by Jubilant Pharma. It is engaged in the supply of
generic dosage forms to the European and UK markets. Total income of the company during
the Financial Year 2022-23 was RS. 187.25 million as compared to RS. 229.18 million during
the Financial Year 2021-22.
Jubilant Biosys Limited
Jubilant Biosys Limited ('Biosys') provides Drug Discovery and Contract Development and
Manufacturing Services to global pharmaceutical and biotech companies as mentioned below:
Collaborative/ Partnership Model with Integrated Drug Discovery program across a
single or a portfolio of molecules;
Services in the areas of Medicinal Chemistry, In Vitro Biology, In Vivo Biology,
Structural Biology, Drug Metabolism and pharmacokinetics (DMPK), Toxicology and Discovery
Informatics on Full Time Equivalent (FTE) or Fee For Service (FFS) based model;
Synthetic Organic Chemistry, Process Research & Development, Scale up and
GMP supplies under Full Time Equivalent, or Fee for Service model.
Total income of the company during the Financial Year 2022-23 was RS. 5,628.64 million
as compared to RS. 4,870.98 million during the Financial Year 2021-22.
Jubilant Therapeutics Inc.
Jubilant Therapeutics is a clinical stage biopharmaceutical company developing
precision oral medicines with enhanced therapeutic index to address unmet medical needs in
oncology and autoimmune diseases for genetically defined patients. Its advanced structure
based discovery engine, TIBEO (Therapeutic Index and Brain Exposure Optimisation), has
been validated through successful partnerships including with Blueprint Medicines for a
brain penetrant EGFR Exon-20 program. The Company's pipeline consists of a first in class
Dual coREST modifier - Dual LSD1/HDARS. 6 Inhibitor (JBI-802) currently in a Phase I/II
clinical trial in multiple tumors, a novel brain-penetrant modulator of PRMT5 (JBI-778)
for which an IND has been accepted, brain penetrant and gut restrictive PDL1 inhibitors,
as well as PAD4 inhibitors for oncology and inflammatory indications.
The company's key achievements during the Financial Year 2022-23 includes transitioning
from preclinical to clinical stage biotech with lead program (JBI-802) starting Phase I
trial and establishing proof of principle in essential thrombocythemia, FDA clearance of
IND filing for the second program (JBI-778), publications in major scientific journals
such as Nature Scientific Reports, poster presentations at global oncology conferences
viz. AACR, ASCO, EORTC and investor conferences viz. Jefferies and Baird.
Total income of the company during the Financial Year 2022-23 was RS. 2.65 million as
compared to RS. 0.08 million during the Financial Year 2021-22.
Other subsidiaries are mentioned below:
Jubilant Pharma Holdings Inc.
Jubilant Pharma Australia Pty. Limited Jubilant Innovation (USA) Inc.
Jubilant HollisterStier Inc.
Jubilant First Trust Healthcare Limited Jubilant DraxImage Limited Jubilant DraxImage
(USA) Inc.
Jubilant Discovery Services LLC Jubilant Clinsys Inc.
Jubilant Clinsys Limited Jubilant Therapeutics India Limited Jubilant Business Services
Limited Jubilant Pharma SA Pty. Limited Jubilant Pharma UK Limited Jubilant Episcribe LLC
Jubilant Epicore LLC
Jubilant Prodel LLC Jubilant Epipad LLC
Drug Discovery and Development Solutions Limited Draxis Pharma LLC Draximage (UK)
Limited TrialStat Solutions Inc.
Jubilant Pharma ME FZ-LLC
Jubilant Draximage Radiopharmacies Inc.
Jubilant Biosys Innovative Research Services Pte. Limited 1359773 B.C. Unlimited
Liability Company (effective from April 26, 2022)
Associate Company
SOFIE Biosciences Inc., USA.
SPV Laboratories Private Limited (effective from April 1,2022)
8. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES
The performance and financial position of the subsidiaries are given in Form AOC-1
attached to the Financial Statements for the year ended March 31,2023.
9. PARTNERSHIPS
Jubilant HoNisterStier General Partnership
It is a Canada based partnership, owned by subsidiaries of the Company - Jubilant
HollisterStier Inc., Draxis Pharma LLC and 359773 B.C. Unlimited Liability Company, that
provides contract manufacturing services of sterile products including liquid and
freeze-dried (lyophilized) injectables, ampoules, ophthalmic tubes/ solutions and sterile
ointments and creams. The products manufactured by this partnership are supplied to over
50 countries. Another area of growth for this partnership is sterile ophthalmic. With
ageing population across the globe, eye ointments are gaining popularity. The partnership
is witnessing a lot of requests for proposals in this area as well. Basis this assessment,
the partnership has set up a 200 bottles per minute ophthalmic line in Montreal site,
which is undergoing validation. Once operational by early 2024, the line is expected to
further drive growth for the CMO business. The partnership is also planning to undertake a
CAD 108 million expansion at Montreal facility to modernise and augment the sterile
production (liquid and lyo) capacity by over 100%. To fund this project, the partnership
has arranged partially repayable loans of maximum CAD 23.8 million from the Government of
Canada through its Strategic Innovation Fund (SIF) program and CAD 25 million from the
Province of Quebec. The manufacturing location at Montreal, Quebec, Canada is approved by
Health Canada, US FDA and other regulatory authorities.
10. STATUTORY AUDITORS
Members of the Company at the 40th Annual General Meeting held on September 26, 2018
approved the appointment of B S R & Co. LLP, Chartered Accountants (Registration No.:
101248W/W-100022), ("Retiring Auditor") as the Statutory Auditors of the Company
to hold office for second term of five (5) consecutive years from the conclusion of said
Annual General Meeting till the conclusion of the 45th Annual General Meeting.
The Board of Directors of the Company ("the Board"), at its meeting held on
February 3, 2023 has, after considering the experience and expertise and on the
recommendation of the Audit Committee, proposed to the Members of the Company, appointment
of M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Registration No.:
001076N/ N500013), as Statutory Auditors of the Company in place of the Retiring Auditor,
for a term of five (5) consecutive years from the conclusion of this Annual General
Meeting till the conclusion of the 50th Annual General Meeting at such remuneration as
shall be fixed by the Board of Directors of the Company.
M/s. Walker Chandiok & Co LLP, Chartered Accountants have consented to their
appointment as Statutory Auditors and have confirmed that if appointed, their appointment
will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.
They have also provided confirmation that they have subjected themselves to the peer
review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid
certificate issued by the 'Peer Review Board' of the ICAI.
The Auditors' Reports for the Financial Year 2022-23 do not contain any qualification,
reservation, adverse remark or disclaimer.
11. COST AUDIT
Pursuant to Section 148(1) of the Act read with the Companies (Cost Records and Audit)
Rules, 2014, the Company was not required to maintain the cost records during the
Financial Year
2022-23.
12. SECRETARIAL AUDIT
The Board had appointed M/s Sanjay Grover & Associates, Company Secretaries to
conduct Secretarial Audit pursuant to the provisions of Section 204 of the Act for the
Financial Year 2022-23. The Report of the Secretarial Auditors is attached as Annexure-2
to this Report and does not contain any qualification, reservation, adverse remark or
disclaimer.
The Company has also obtained a Secretarial Compliance Report from M/s Sanjay Grover
& Associates, Company Secretaries confirming compliances with the provisions of the
applicable Listing Regulations, for the year ended March 31,2023. The Compliance Report
has been duly filed with the Stock Exchanges in Compliance with the Listing Regulations.
13. REPORTING OF FRAUDS BY AUDITORS
During the year, there were no instances of frauds reported by Auditors under
Section143(12) of the Act.
14. BOARD OF DIRECTORS
Your Company is managed and controlled by a Board comprising an optimum blend of
Executive, Non-Executive and Independent Directors. The Chairperson of the Board is a
Non-Executive Non Independent Director. As on March 31, 2023, the Board of Directors
comprises of thirteen (13)
Directors, out of whom three (3) are Executive Directors including Co-Chairman and
Managing Director apart from ten (10) Non-Executive Directors, out of whom seven (7) are
Independent Directors including one (1) Woman Independent Director and three (3)
Non-Executive Non-Independent Directors. The composition of the Board is in conformity
with Regulation 17 of the Listing Regulations and the relevant provisions of the Act.
In accordance with the provisions of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Hari S. Bhartia (DIN: 00010499) and Mr. Shyam S. Bhartia
(DIN: 00010484) retire by rotation at the ensuing AGM and being eligible, offer themselves
for re-appointment.
Mr. Pramod Yadav resigned from the Board with effect from July 1, 2022. The Board
places on record its appreciation for the contributions made by him during his association
with the Board.
The Board in its meeting held on July 01,2022 had appointed Mr. Ramamurthi Kumar (DIN:
09139426) as an Additional Director and further designated him as a Whole-time director
for a period of three (3) years. The shareholders have, at the 44th AGM of the Company
held on September 26, 2022, approved the appointment of Mr. Ramamurthi Kumar (DIN:
09139426) as Director and also as a Whole-time Director for a period of three (3) years
effective from July 1,2022.
The tenure of Mr. Arun Seth (DIN 00204434) as a NonExecutive Independent Director shall
end on October 21, 2023. The Board has, at its meeting held on May 29, 2023, based on
recommendation of Nomination, Remuneration & Compensation Committee has recommended
the reappointment of Mr. Arun Seth as Independent Director for another term of five (5)
years upto October 21,2028.
Mr. Shirish G. Belapure (DIN 02219458) has been appointed as a Non-Executive
Independent Director for a period of 5 years effective from March 7, 2023. In the opinion
of the Board, Mr. Shirish G. Belapure is a person of integrity and fulfils the conditions
specified under the Act read with Rules thereunder and the Listing Regulations for his
appointment as an Independent Director of the Company. In terms of Regulation 17(1C) of
Listing Regulations, the said appointment has been duly approved by the shareholders of
the Company by way of special resolution passed through postal ballot, result of which was
declared on April 13, 2023.
15. CHANGES IN KEY MANAGERIAL PERSONNEL
Mr. Rajiv Shah superannuated from the position of Company Secretary and Compliance
Officer from the close of business hours of July 31,2022.
Mr. Naresh Kapoor has been appointed as Company Secretary and Compliance Officer of the
Company effective from August 1,2022 and officiates as the Secretary to various Board
Committees.
Apart from above-mentioned changes, there is no other change in Key Managerial
Personnel of the Company during the year.
16. MEETINGS OF THE BOARD
During the year under review, Five (5) meetings of the Board of Directors of the
Company were held on May 27, 2022, July 1, 2022, August 2, 2022, October 21, 2022 and
February 3, 2023.
For details of meetings of the Board and attendance of the Directors, please refer to
the Corporate Governance Report, which forms part of this report.
17. COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises the following Chairperson/ Member(s) as on March 31,
2023:
S. No. |
Name |
Category |
1. |
Mr. S. Sridhar, Chairperson |
Non-Executive Independent Director |
2. |
Ms. Sudha Pillai, Member |
Non-Executive Independent Director |
3. |
Dr. Ashok Misra, Member |
Non-Executive Independent Director |
4. |
Mr. Vivek Mehra, Member |
Non-Executive Independent Director |
5. |
Mr. Priyavrat Bhartia, Member |
Non-Executive Promoter |
6. |
Mr. Arvind Chokhany, Member |
Executive NonIndependent Director |
Further details on Audit Committee, including the meetings and attendance of the
members, terms of reference etc., please refer to the Corporate Governance Report, which
forms part of this report.
18. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria of
independence as provided under Section 149 of the Act and Regulation 16 of the Listing
Regulations.
19. APPOINTMENT AND REMUNERATION POLICY
The Company has implemented Appointment and Remuneration Policy pursuant to the
provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II to
the Listing Regulations. Salient features of the Policy and other details have been
disclosed in the Corporate Governance Report attached to this Report. The Policy is
available at the web-link: www.iubilantpharmova.com/investors/corporate-
governance/policies-and-codes/appointment-and- remuneration-policy.
20. ANNUAL PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of the Act, the Listing Regulations and the Performance
Evaluation Policy of the Company, the Board has carried out annual evaluation of its
performance, its committees, Chairperson and Directors through a structured questionnaire
process.
Performance of the Board was evaluated by each Director on the parameters such as its
role and responsibilities, business risks, contribution to the development of strategy and
effective risk management, understanding of operational programmes, availability of
quality information in a timely manner, regular evaluation of progress towards strategic
goals and operational performance, adoption of good governance practices and adequacy and
length of meetings, etc. Independent Directors also carried out evaluation of the Board
performance.
Board committees were evaluated by the respective committee members on the parameters
such as its role and responsibilities, effectiveness of the committee vis-a-vis assigned
role, appropriateness of committee composition, timely receipt of information by the
committee, effectiveness of communication by the committee with the Board, Senior
Management and Key Managerial Personnel.
Performance of the Chairperson was evaluated by the Independent Directors on the
parameters such as demonstration of effective leadership, contribution to the Board's
work, communication with the Board, use of time and overall efficiency of Board meetings,
quality of discussions at the Board meetings, process for settling Board agenda, etc.
Directors were evaluated individually by the Board of Directors (excluding the Director
himself) on the parameters such as his/ her preparedness at the Board meetings, attendance
at the Board meetings, devotion of time and efforts to understand the Company and its
business, quality of contribution at the Board meetings, application of knowledge and
experience while considering the strategy, effectiveness of follow-up in the areas of
concern, communication with Board members, Senior Management and Key Managerial Personnel,
etc. Independent Directors were additionally evaluated for their performance and
fulfilment of criteria of independence and their independence from the Management. Also,
the performance evaluation of the Non Independent Directors was carried out by the
Independent Directors.
The results of evaluation showed high level of commitment and engagement of Board, its
various committees and senior leadership. The results of the evaluation were shared with
the Board, Chairperson of respective Committees and individual Directors. Based on the
outcome of the evaluation, the Board and Committees have agreed on an action plan to
further improve the effectiveness and functioning of the Board and Committees.
The Directors expressed their satisfaction with the evaluation process. During the year
under review, the Committee ascertained and reconfirmed that the deployment of
"questionnaire" as a methodology, is effective for evaluation of performance of
Board and Committees and Individual Directors.
21. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors, based on the representation received from the management, confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as on March 31,2023 and of the profits of
the Company for the year ended March 31,2023;
(iii) the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the 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 laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively.
Based on the framework of internal financial controls including the Controls Manager
for financial reporting and compliance systems established and maintained by the Company,
work performed by the internal, statutory and secretarial auditors and the reviews
performed by the management and the relevant Board committees, including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls were
adequate and effective during the Financial Year 2022-23; and
(vi) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
Information relating to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo required to be disclosed pursuant to Section 134 of the Act
read with the Companies (Accounts) Rules, 2014 is given as Annexure-3 and forms
part of this Report.
23. EMPLOYEES
Particulars of Directors and Employees as required under Section 197(12) of the Act
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given as Annexure-4 and form part of this Report.
24. HUMAN RESOURCES
We see ourselves as a responsible and committed organisation which is guided by Our
Promise of Caring, Sharing, Growing. In line with this promise we work with our 'Employee
First' approach as the underlying principle for all initiatives.
Central to any Business success is for the employees to feel they are supported to give
their best efforts to build a sustainable workplace. Needless to say our people are key
drivers of Jubilant business growth.
With the objective of building an even more sustainable workplace, it is imperative
that we as an organisation listen to "Voice of the Employee" and work on the
valuable feedback. In this context, we introduced Employee Engagement Survey "JUBI
VOICE"- a safe space for all employees to express themselves and for leadership to
listen and action on.
We have a robust Learning Platform that caters to varied need of employees across
levels. To prepare senior leaders for Strategic challenges and build their leadership
capabilities in an Age of Disruption, we introduced Global Leadership Program which is a 9
months long leadership development journey with a combination of Learning Events. The
major events of the journey include virtual classroom sessions with INSEAD, 360-degree
feedback survey, Action Learning Projects. As we gear up for Digital 2.0, we launched
'DigiScoop 'an initiative to build employee awareness through success stories where we get
industry experts to talk and share best industry practices.
Diversity & Inclusion is an important agenda for Jubilant, we have redesigned all
our key people processes from hiring to building an inclusive culture with defined
matrices. The effort has resulted in improving diversity statistics.
As a part of our digital transformation agenda, we continue to bring more efficiencies
in our processes and amplify our employee experience. In last one year, we have launched
digital compensation process, mobile enabled Reward & Recognition program, delivered
the most prestigious Global Chairmen's Award on Metaverse platform and launched pre-
onboarding platform that provides a sneak peek into of the Company's multi businesses and
culture which helps the new joinee engage better with us before they are on boarded.
Further to improve new employee experience, we designed & launched a well-structured
on boarding & orientation program for all new joinees- "SPOTLIGHT", it
focuses on seamless joining & induction, meet & greet with team and stakeholders.
Analytics is critical to us, we continue to enhance our systems and processes to
measure our processes' health across the globe so that we can take faster and better
decisions. Further, our global analytics helps in maintaining data integrity, ensuring
better process governance and control, enhancing processes and delivering higher
productivity.
We continue to strengthen our performance management process to drive a culture of
performance.
25. POLICY FOR PREVENTION OF SEXUAL HARASSMENT
The Company as an employer is committed to creating a work place that is free from all
forms of sexual harassment. In order to deal with sexual harassment at workplace, the
Company has implemented the Policy for Prevention of Sexual Harassment Policy (POSH) with
training to all employees by an external consultant having expertise in subject matter.
The Company received one (1) complaint under POSH during the Financial Year 2022-23, which
was disposed of during the Financial Year 2022-23.
26. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS
Pursuant to Regulation 21 of Listing Regulations, your Company has constituted a Risk
Management Committee of the Board. As on March 31, 2023, the committee comprises of eight
(8) Members including five (5) Independent Directors of the Company. The Committee met
twice in a year on May 4, 2022 and October 31, 2022. The gap between the two (2) meetings
was not more than one hundred and eighty (180) days. The Committee is authorised to
monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems, if any.
Risk-taking is an inherent trait of any enterprise. However, if risks are not properly
managed 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 and
guiding the Company's activities by continually preventing and managing risks. The Board,
Risk Management Committee, Audit Committee and Senior Management team collectively set the
overall tone and risk culture of the Company by identifying the risks impacting the
Company's business and documenting the process of risk identification, risk minimisation
and risk optimisation as a part of the risk management policy through defined and
communicated corporate values, clearly assigned risk responsibilities, appropriately
delegated authority and a set of processes and guidelines.
There exists a critical risk management framework across the Company and the Board
reviews the same on a periodic basis. Some of the critical risks identified in various
businesses of the Company are:
Manufacturing operations risk
Information Technology (IT) and security risk
Dependence on certain key products and customer risk
Dependence on single manufacturing facility risk
Supply chain disruptions risk
Human Resources - Acquire and retain talent risk
Compliance and regulatory risk
Competition, cost competitiveness and pricing risk
Capacity planning and optimisation risk
Research and Development (R&D) effectiveness risk
Environmental, Social, and Governance (ESG) risk
Protecting Intellectual Property Rights (IPR) risk
Failure to supply to customers risk
Changes in tax legislation risk
Liquidity, solvency, debt repayment risk
Foreign currency exposure risk
Risks related to the discovery and development of our product candidates
Limited product pipeline risk
Mergers and Acquisitions risk
Political or Economic instability or acts of terrorism risk
Labour union risk
Dependence on third parties to conduct our clinical trials risk
Foreign manufacturing disincentive risk
Ageing machinery and plant risk
Outsourcing risk
Pandemic risk
The Company promotes strong ethical values and high levels of integrity in all its
activities, which in itself significantly mitigates risk. With the growth strategy in
place, risk management holds the key to the success of the Company's journey of continued
competitive sustainability in attaining the desired business objectives.
Internal Financial Controls
To compete globally, world class Corporate Governance and Financial Controls over
operations are necessary for the Company. The Internal Financial Controls as mandated by
the Act not only require a certification from CEO-CFO but also put an obligation on the
Board of Directors to ensure that the Internal Financial Controls are adequate and are
operating effectively. Besides this, the Statutory Auditors are also required to give an
opinion on the adequacy and effectiveness of Internal Controls over Financial Reporting
('ICFR').
To make the Internal Financial Controls framework robust, the Company has worked on
three lines of defence strategy, which are as under:
First Line of Defence: Build internal controls into operating processes - To this end,
we have ensured that a detailed Delegation of Authority is issued, Standard Operating
Procedures (SOPs) for the processes are created, financial decision making is done through
Committees, IT controls are built into the processes, Segregation of Duties is done,
strong budgetary control framework exists, the Entity level controls including Code of
Conduct, Ombudsperson Office, etc. are established.
Second Line of Defence: Create an efficient review mechanism - We have created a review
mechanism under which all the business units and functions are reviewed for performance at
least once in a month by the respective CEOs and once in a quarter, by the corporate team.
The formats for these reviews are detailed and finalised with the help of global
consulting firms.
Third Line of Defence: Independent assurance - A Big Four firm has been appointed as
our Internal Auditors to perform systematic independent audit of every aspect of the
business to provide independent assurance on the effectiveness of the internal controls
and highlight the gaps for continuous improvement.
We have implemented a programme under which more than 1,500 internal controls have been
established and certified on a quarterly basis by the relevant process owners before the
financial results are closed for the quarter. A quarterly certification process is
maintained through a workflow based IT tool called 'Controls Manager' and this
certification is the basis of the CEO-CFO certification of internal controls as per
Regulation 17(8) of the Listing Regulations.
We have implemented a web-based automated compliance management and reporting system.
The objective of the system is to ensure that compliances are regularly monitored and
controlled with a view to support the Company's business objectives and corporate policy
requirements. The system includes a comprehensive checklist for ensuring compliance with
the laws and regulations applicable to all plants and offices of the Company. To ensure
timely and effective compliances, the compliance status is monitored on a real-time basis
by the respective functions. The status is presented by the Legal Team and reviewed on a
quarterly basis by the Senior Management and the Board of Directors. Pursuant to the
Listing Regulations, the Company Secretary and Compliance Officer places a compliance
report to the Board of Directors on a quarterly basis.
The Company regularly updates the controls library and Risk & Control Matrices.
A detailed note on Internal Control Systems and Risk Management is given under
'Management Discussion and Analysis Report.
27. VIGIL MECHANISM
The Company has adopted Vigil Mechanism and the same has been disclosed in the
Corporate Governance Report and forms part of the Report. The Whistle Blower Policy has
been posted on the Company's website at https://www.jubilantpharmova.
com/investors/corporate-governance/policies-and-codes/ whistle-blower-policy.
Further, the Whistle Blower Policy provides for adequate safeguards against
victimisation of Director(s) or Employee(s) and also provides for direct access to the
chairperson of the audit committee in appropriate or exceptional cases.
28. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Act, the Company has constituted a
Sustainability and Corporate Social Responsibility (CSR) committee. As on March 31, 2023,
the Committee comprises of nine (9) Directors out of which four (4) are Non-Executive
Independent Director, three (3) are Non-Executive Directors and two (2) are Executive
Directors.
The Corporate Social Responsibility (CSR) is an essential pillar of Jubilant in its
endeavours towards sustainable & responsible growth. CSR activities at Jubilant are
weaved in accordance with the provisions of Section 135 read with Schedule VII to the Act.
Besides, the CSR initiatives at the company are in line with the United Nations
Sustainable Development Goals (SDGs).
Jubilant Bhatia Foundation (JBF') formed in the year 2007, a not-for-profit arm of the
Jubilant Bhartia Group works towards conceptualisation and implementation of CSR
activities of all group companies of Jubilant. Since the year 2003, the company has been
issuing its Corporate Sustainability report which has external assurance and this is as
per the Global Reporting Initiative ('GRI') guidelines. The company is also receiving A+
level by GRI since the year 2007. Along with this, from the year 2017-18, the Corporate
Sustainability Report is aligned with the Global Reporting Initiatives' GRI Standards in
accordance with the 'Comprehensive' option. All reports are available on the Company's
website at the weblink: www.iubilantpharmova.com/sustainability/sustainability- report.
Through CSR, the company is working in the realm of Health, Education & Livelihood.
The CSR projects focuses towards empowering and adding value in the lives of the
communities around the area of operations of Jubilant with a 4P (Public-
Private-People-Partnership) during the implementation. JBF's detailed activities are
available on its website www.iubilantbhartiafoundation.com
With a vision to bring progressive social change through strategic multi-stakeholder
partnership and bring about a 'social change' involving "knowledge generation &
sharing, experiential learning and entrepreneurial ecosystem" during the Financial
Year 2022-23, Jubilant continued working towards enhancing the quality of life of the
community around the manufacturing locations, considered as an apex stakeholder.
The brief on various CSR initiatives is highlighted below:
Supporting Rural Government Primary Education- Jubilant Bhartia Foundation is
reaching out to over 500 rural primary schools through Khushiyon Ki Pathshala (KKP)-Value
Based Education, Focus on promotion of Science & Technology along with bridging
Digital Divide with projects like Mobile Science Lab, Digital Education and Muskaan Kitaab
Ghar
Reaching out to over 4.5 Lac population in more than 100 villages through
Jubilant Aarogya (Providing affordable healthcare through mobile and static clinics
enabled with JUBICARE- Tele-clinic platform, Nutrition Program & End TB Program
Reaching out to more than 10,000 beneficiaries by providing providing
Sustainable livelihood to the community through Nayee Disha (Skill Development), Samridhhi
(SHG and Micro Enterprise Promotion), Jubifarm (Sustainable Agriculture program), Digital
Saheli -onboarding training of women for Rural Marketing through Digital marketing and
Soochnapreneurs-Linking community to welfare schemes of Government.
Annual Report on CSR activities for the Financial Year 202223 including contents of the
CSR Policy is attached as Annexure-5. In compliance with the Listing Regulations,
Business Responsibility Report forms part of the Annual Report.
29. OTHER DISCLOSURES
i. Extracts of Annual Return: Pursuant to the provisions of Section 134(3)(a) of the
Act, the Annual Return for the Financial Year 2022-23 has been uploaded on the Company's
website and can be accessed at https://www.
iubilantpharmova.com/investors/financials/annual- return.
ii. Public Deposits: The Company has not accepted any deposits from the public during
the year. The Company had no outstanding, overdue, unpaid or unclaimed deposits at the
beginning and end of the Financial Year 2022-23.
iii. Loans, Guarantees and Investments: Details of loans, securities and investments
along with the purpose for which the loan or security is proposed to be utilized by the
recipient have been disclosed in Note nos. 5, 6 and 41 to the Standalone Financial
Statements, as applicable. The Company has not provided any guarantee.
iv Particulars of Contracts or Arrangements with the Related
Parties: The Company has formulated a policy on Related Party Transactions ('RPT's'),
dealing with the review and approval of RPTs. Prior omnibus approval is obtained for RPT's
which are of repetitive nature. All RPT's are placed before the Audit Committee for review
and approval. All RPT's entered into during the Financial Year 2022-23 were in the
ordinary course of business and on arm's length basis. No material RPT's were entered into
during the Financial Year 2022-23 by the Company as defined in the Policy on Materiality
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 Form AOC-2 is
not applicable. Your Directors draw attention of the members to Note no. 37 to the
Standalone Financial Statements which sets out the Related Party disclosures.
v. Material Changes in Financial Position: No material change or commitment has
occurred after close of the Financial Year 2022-23 till the date of this Report, which
affects the financial position of the Company.
vi. Orders passed by Courts/ Regulators: No significant or material order has been
passed by the regulators or courts or tribunals impacting the going concern status of the
Company or its future operations except for the demerger of the Active Pharmaceutical
Ingredients (APIs) undertaking of Jubilant Generics Limited (JGL) and vesting of the same
with Jubilant Pharmova Limited (JPM), through a scheme of arrangement between JGL and JPM
and their respective shareholders and creditors under Sections 230 to 232 and other
applicable provisions of the Companies Act, 2013.
vii. Secretarial Standards: The Company has complied with the Secretarial Standard 1
and 2 issued by the Institute of Company Secretaries of India on Meetings of the Board of
Directors and General Meetings.
viii. No disclosure or reporting is required in respect of issue of equity shares with
differential voting rights as to dividend, voting or otherwise as the same is not
applicable.
ix. Neither the Managing Director nor the Whole-time Director(s) of the Company
received any remuneration or commission from any of its subsidiaries.
30. CORPORATE GOVERNANCE
As a responsible corporate citizen, the Company is committed to maintain the highest
standards of Corporate Governance and believes in adhering the best corporate practices
prevalent globally.
A detailed Report on Corporate Governance is attached as Annexure-6 and forms
part of this Report. A certificate from Mr. R. S. Bhatia, Practising Company Secretary
(C.P. No. 2514), Confirming Compliance with the conditions of Corporate Governance, as
stipulated in Clause E of Schedule V to the Listing Regulations is attached to the
Corporate Governance Report.
The Board Members and Senior Management Personnel have affirmed compliance with the
Code of Conduct for Directors and Senior Management for the year ended March 31, 2023. A
certificate from the Co-Chairman & Managing Director confirming the same is attached
to the Corporate Governance Report.
A certificate from the CEO and CFO confirming correctness of the financial statements,
adequacy of internal control measures, etc. is also attached to the Corporate Governance
Report.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company as
provided under the Listing Regulations has been given separately and forms part of this
Report.
32. ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the co-operation and assistance received from
the Central and State Government authorities. Your Directors thank the shareholders,
debenture holders, financial institutions, banks/ other lenders, debenture trustee,
customers, vendors and other business associates for their confidence in the Company and
its management and look forward to their continued support. The Board wishes to place on
record its appreciation for the dedication and commitment of the Company's employees at
all levels, which has continued to be our major strength. 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 & Managing Director |
(DIN:00010484) |
(DIN: 00010499) |
Place: Noida |
|
Date: May 29, 2023 |
|