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Directors Report of Jagsonpal Pharmaceuticals Ltd.

Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting their 35th, Annual Report of the Company and the Audited Accounts, for the period ended 31st March, 2014.

Financial highlights

The financial performance of the company is as under:

(Rs. in Lacs)

Particulars Current Previous Year Year

Sales 14540.57 17037.53

Operating Expenditure 13466.71 15999.80

Profit before interest, depreciation and tax 1073.86 1037.73

Financial Expenses 538.19 513.35

Depreciation 282.54 270.76

Profit before Tax 253.13 253.62

Provision for taxation 50.63 50.72

Deferred Tax -9.57 19.64

Profit after tax 212.07 183.26

Balance brought forward 3143.89 3132.87

Profit available for appropriation 3355.96 3316.13

Appropriations: - -

Proposed Dividend 130.99 130.99

Additional Income tax on Dividend 22.26 21.25

Transfer to General Reserve 20.00 20.00

Balance carried forward 3182.71 3143.89

Operations

During the period ended 31st March, 2014 sales of the Company were Rs. 14540.57 lacs as compared to Rs. 17037.53 lacs for the year ended 31st March, 2013. The profit before tax decreased marginally from 253.62 lacs to Rs. 253.13 lacs during the year but the net profit of the Company during the year increased to Rs. 212.07 Lacs from Rs 183.26 Lacs from the pervious year.

During the year 2013-14 the economy was in consolidation phase. The pharmaceutical industry has also shown promising future ahead. However, the profits were lower due to high materials cost owing to rise in price of materials; higher manpower cost and coverage of newer areas and change of product mix.

The Board is please to place on record that products from the new manufacturing facility are being well received in the domestic and international market and your Company will reap the benefit in coming years.

Dividend

Your Directors are pleased to recommend for your consideration a dividend of10%. This will absorb a sum of Rs. 130.99,000 (Sum for previous period Rs. 1,30,99,000/- exclusive of Corporate tax thereon).

Fixed Deposits

The Company does not have any unclaimed overdue deposits as of date, as per the Companies Act, 2013 all the deposits shall be repaid upto 31.03.2015 in Compliance of the Companies Act, 2013.

Directors

Mr. Bharat Sinh, Mr. Govind Deo and Dr. Ishpal Singh Ghai are Independent directors on the Board for more than one year and are eligible for reappointment as per SEBI Circular no. CIR/CFD/POLICYCELL/2/14 dated 17.04.2014 for a further terms not exceeding five years. Dr. S. K. Goyal has completed 9 years and shall hold office for a term up to five consecutive years on the Board of a company and shall be eligible for re- appointment for another term of not exceeding five consecutive years on the passing of a special resolution by the members.

Attention of the members is invited to the Notice of the Annual General Meeting regarding appointment of Directors.

None of the directors is interested except the persons referred above for appointment/r appointment.

Corporate Governance

As per the listing agreement with the Stock Exchanges, your Company has complied with the regulations of Corporate Governance. A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance and also a Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

Auditors

M/s. P.P. Thukral & Co., Chartered Accountants retire as auditors at the ensuing Annual General Meeting and are eligible for re-appointment as Auditors.

Cost Auditors

The Central Government has approved the appointment of Mr. S.N. Balasunbramanian, Cost Accountant for conducting Cost Audit for the financial year 2014-15. The Board has subject to approval of Central Government re-appointed Mr. S. N. Balasubramanian as Cost Auditor for the year 2014-15.

Secretarial Auditors

Pursuant to provisions of the Companies Act, 2013, The Company requires to appoint Secretarial Auditors. Mr. Mukesh Arora, practicing Company Secretary is appointed as Secretarial Auditors of the Company.

Energy, Technology & Foreign Exchange

As stipulated under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the (disclosure of particulars in the report of Board of Directors) rules, 1988, Annexure ''A'' contains the particulars pertaining to Conservation of Energy, Technology absorption and Foreign Exchange earning and outgo.

Directors Responsibility Statement

The Company complies with accounting and financial reporting requirements in respect of the financial statements for the year under review. Pursuant to Section 217 (2AA) of the Companies Act, 1956 read with general circular under the Companies Act, 2013 in respect of the annual accounts for the under review, based on the representations received from the operating management, the Directors confirm that:

1. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. The accounting policies are consistently applied and reasonable, prudent judgements and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the period.

3. Sufficient care has been taken 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;

4. The annual accounts have been prepared on a going concern basis.

Employees

The Company continued to maintain cordial relations with its employees at all levels. No man-days were lost during the period due to industrial strife. The information as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is enclosed in Annexure ''B'' and forms part of this Report.

Corporate Social Responsibility

The provisions of the Companies Act 2013 are not applicable on the Company as the Company operations do not come under the ambit of CSR Definition/norms.

Acknowledgement

The Board of Directors would like to record their appreciation and gratitude to all employees of the organisation for their active co-operation and involvement. Thanks are also due, to Jagsonpal customers, dealers, suppliers and bankers.

For and on behalf of the Board of Directors

Place : New Delhi. Rajpal Singh Kochhar Dated : 30th May, 2014 Chairman & Managing Director


Mar 31, 2013

To the members of Jagsonpal Pharmaceuticals Limited

The Directors have the pleasure in presenting their 34th, Annual Report of the Company and the Audited Accounts, for the period ended 31st March, 2013.

Financial highlights

The financial performance of the company is as under:

(Rs. in Lacs) Particulars Current Previous Year Year

Sales 17037.53 18066.52

Operating Expenditure 15999.80 16368.13

Profit before interest, dep. and tax 1037.73 1698.39

Financial Expenses 513.35 435.82

Depreciation 270.76 253.58

Profit before Tax 253.62 1008.99

Provision for taxation 50.72 201.80

Deferred Tax 19.64 61.51

Profit after tax 183.27 745.68

Balance brought forward 3132.87 2739.42

Profit available for appropriation 3316.19 3485.10

Appropriations :

Proposed Dividend 130.99 130.99

Additional Income tax on Dividend 21.25 21.25

Transfer to General Reserve 20.00 200.00

Balance carried forward 3143.89 3132.87

Operations

During the period ended 31st March, 2013 sales of the Company were Rs. 17037.53 lacs as compared to Rs. 18066.52 lacs for the year ended 31st March, 2012. The profit before tax decreased from Rs. 1008.99 lacs to Rs. 253.62 lacs.

During the year 2012-13 the economy was in consolidation phase. The pharmaceutical industry has also shown promising future ahead. However, the profits were lower due to high materials cost owing to rise in price of materials; higher manpower cost and coverage of newer area.

The Board is pleased to place on record that products from the new manufacturing facility are being well received in the market and your Company will reap the benefit in coming years.

Dividend

Your Directors are pleased to recommend for your consideration a dividend of 10%. This will absorb a sum of Rs. 1,30,99,000/- (Same for previous period Rs. 1,30,99,000/- exclusive of Corporate tax thereon).

Directors

Mr. A.C. Chakrabortti, Mr. Sukumar Mukhopadhyay,

Directors, resigned from company as directors. The Board of directors expressed thanks serving as senior directors and valueable guidances given to company and the Board during their tenure.

Dr S.K. Goyal, director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Directors recommend for re-appointment.

Mr. Govind Deo was appointed as additional director, his tenure ends on ensuing annual general meeting, being, eligible, offers himself for appointment.

Mr. Bharat Sinh, was appointed as additional director, his tenure ends on ensuing annual general meeting, being, eligible, offers himself for appointment.

Dr. Ishpal Singh Ghai, was appointed as additional director, his tenure ends on ensuing annual general meeting, being, eligible, offers himself for appointment.

None of the directors is interested except the persons referred above for appointment/reappointment.

Corporate Governance

As per the listing agreement with the Stock Exchanges, your Company has complied with the regulations of Corporate Governance. A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance and also a Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

Auditors

M/s. P.P. Thukral & Co., Chartered Accountants retire as auditors at the ensuing Annual General Meeting and are eligible for re-appointment as Auditors.

Cost Auditors

The Central Government has approved the appointment of Mr. S.N. Balasubramanian, Cost Accountant for conducting Cost Audit for the financial year 2012-13. The Board has subject to approval of Central Government re-appointed Mr. S. N. Balasubramanian as Cost Auditor for the year 2013-14.

Energy, Technology & Foreign Exchange

As stipulated under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the (Disclosure of Particulars in the Report of Board of Directors) rules, 1988, Annexure ''A'' contains the particulars pertaining to Conservation of Energy, Technology absorption and Foreign Exchange earning and outgo.

Directors Responsibility Statement

Your Directors confirm that:

1. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. The accounting policies are consistently applied and reasonable, prudent judgements and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the period.

3 Sufficient care has been taken 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;

4 The annual accounts have been prepared on a going concern basis.

Employees

The Company continued to maintain cordial relations with its employees at all levels. No man-days were lost during the period due to industrial strife. The information as required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is enclosed in Annexure ''B'' and forms part of this Report.

Acknowledgement

The Board of Directors would like to record their appreciation and gratitude to all employees of the organisation for their active co-operation and involvement. Thanks are also due, to Jagsonpal customers, dealers, suppliers and bankers.

For and on behalf of the Board of Directors

Rajpal Singh Kochhar

Place : New Delhi. Chairman & Managing

Dated : 30th May, 2013 Director


Mar 31, 2010

The Directors have the pleasure in presenting their 31st Annual Report of the Company and the Audited Accounts, for the period ended 31 st March, 2010. Financial highlights The financial performance of the company is as under:

(Rs. in Lacs)

Particulars Current Previous Year Year

Sales 14318.55 14201.48

Operating Expenditure 12710.42 12628.72

Profit before interest, dep. and tax 1608.13 1572.76

Financial Expenses 349.62 457.93

Depreciation 208.50 124.98

Profit before Tax 1050.01 989.85

Provision for taxation 72.46 319.30

Deferred Tax 53.35 16.95

Fringe Benefit Tax - 36.37

Profit after tax 924.20 617.23

Balance brought forward 1802.24 1311.64

Profit available for appropriation 2726.44 1928.87 Appropriations:

Proposed Dividend 130.99 65.50

Additional Income tax on Dividend 21.76 11.13

Transfer to General Reserve 200.00 50.00

Balance carried forward 2373.69 1802.24

Operations

During the period ended 31st March, 2010 sales of the Company were Rs. 14318.55 lacs as compared to Rs. 14201.48 lacs for the year ended 31st March, 2009. The profit before tax increased from Rs. 989.85 lacs to Rs. 1050.01 lacs. The Net Profits of the Company after meeting the tax liabilities registered a 49.73% increase.

During the year 2009-10 the economy was still recovering from the world wide recession. The effect of recession was severe across all the industries. The pharmaceutical industry was also adversely affected. Your company has been able to achieve better results and consolidated its position despite lower growth rate of the industry in general and adverse impact caused by recession. It was sheer determination and hard labour put in by the management and staff, which saw us sail through severe competition.

The Board is pleased to place on record that products from the new manufacturing facility at Pantnagar, Uttarakhand, which started production in April 2009, are being well received in the market and your Company will reap the benefit in com ing years.

Dividend

Your Directors are pleased to recommend for your consideration a dividend of 10%. This will absorb a sum of Rs. 1,30,99,000/- (Sum for previous period Rs. 65,49,500/- exclusive of Corporate tax thereon).

Employees

The Company continued to maintain cordial relations with its employees at all levels. No man-days were lost during the period due to industrial strife. The information as required under Section 217 (2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is enclosed in ATmexure B and forms part of this Report.

Directors

Mr. SukumarMukhopadhyay, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Corporate Governance

As per the listing agreement with the Stock Exchanges, your Company has complied with the regulations of Corporate Governance. A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as also a Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

Auditors

M/s. P.P. Thukral & Co., Chartered Accountants retire as auditors at the ensuing Annual General Meeting and are eligible for re-appointment as Auditors.

Energy,Technology & Foreign Exchange

As stipulated under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, Annexure A contains the particulars pertaining to Conservation of Energy, Technology absorption and Foreign Exchange earning and outgo.

Directors Responsibility Statement

Your Directors confirm that:

1. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. The accounting policies are consistently applied and reasonable, prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the period.

3. Sufficient care has been taken 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;

4. The annual accounts have been prepared on a going concern basis.

Acknowledgment

The Board of Directors would like to record their appreciation and gratitude to all employees of the organisation for their active co-operation and involvement. Thanks are also due, to Jagsonpal customers, dealers, suppliers and bankers.

Place : New Delhi J. S. Kochhar

Dated: 13th August, 2010 Chairman

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