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Directors Report of Jenburkt Pharmaceuticals Ltd.

Mar 31, 2015

Dear Members,

The Directors, with pleasure, present the 30th Annual Report along with the Audited Financial Statement of the Company, for the Financial Year ended 31st March, 2015.

1. Summary of Financial Performance:

(Rs. in Lacs)

PARTICULARS 31-3-2015 31-3-2014

Profit Before Tax 1434.00 1032.89

Less: Current Tax 512.50 289.93

Net of Deferred Tax Asset / (43.42) (7.68)

Liability

Profit After Tax 964.92 735.28

Add: Balance in P&L Account 1931.11 1540.61

Provisions written back 8.98 5.87

Sub-total 2905.01 2281.76

Less: Appropriation:

Proposed dividend 292.91 237.11

Tax on dividend 59.63 38.47

Others 8.15 75.06

Closing Balance 2544.32 1931.11

The Company has registered a total net income from the operations for the financial year 2014-15 of Rs. 8521.04 lac, as compared to Rs. 7622.45 lac registered in previous financial year 2013-14, a rise of 11.79 %.

The Company has achieved a profit before tax of Rs.1434.00 lacs and a profit after tax of Rs.964.92 lacs for the financial year under review, as compared to Rs. 1032.89 lacs in profit before tax and Rs. 750.64 lacs in profit after tax, for the previous financial year 2013-14, a jump of 38.83% and 28.55% respectively. The earnings per share of the Company, for the year under review, stood at Rs.20.75 as compared to Rs.16.14 registered for the financial year 2013-14. Your Company's constant endevour towards cost management, have yielded good results. There are no term loans from bank in the books of the Company. The Company has comfortable working capital position and infact have been able to optimize working capital in a planned manner. These has helped the Company to save cost of Finance and increase it's profitability to support it's steady growth. Direct tax payments grouped under the "other current assets" are net of provisions.

2. Dividend and Reserves:

Your Directors have recommended, subject to the Members approval at the ensuing Annual General Meeting, a dividend of Rs.6.30 (63%) per equity shares of the Company (last year Rs.5.10 (51%), for the Financial Year 2014-15. The dividend appropriation amounts to Rs.292.91 lacs and the tax thereon amounts to Rs.59.63 lacs.

The Company has very liberal policy of payment of dividend to its Members, over the years, which commensurate with its growth and internal accruals. The reserves and surplus amount stood at Rs.2878.94 lacs as on 31st March, 2015 as compared to Rs.2265.73 lacs as on 31st March, 2014.

4. Directors and Key Managerial Personal (KMP):

Shri Dilip H. Bhuta (DIN:03157252) Whole Time Director and Chief Financial Officer's present term expires on 31st March, 2016. The Nomination and Remuneration Committee recommended and Board of Directors approved, at their respective meetings held on 24th July, 2015, his re-appointment for a further period of three years from 1st April, 2016 to 31st March, 2019. His appointment and terms and conditions thereof are subject to the Members approval at the ensuing Annual General Meeting. Members are requested to refer to the Notice convening the ensuing Annual General Meeting along with the explanatory statement for the reference of his terms of appointment.

Woman Director:

During the year Ms. Devangi S. Shah (DIN:07011975) was appointed as an additional (woman) director of the Company by the Board at their meeting held on 11th November, 2014, on the recommendation of Nomination and Remuneration Committee vide their meeting held on 11th November, 2014. Due to her professional commitments, she resigned from the Board of the Company from the closing of business hours on 4th May, 2015.

Subsequently, Ms. Anjali S. Dalvi, (DIN:03293810) was appointed by the Board at their meeting held on 24th July, 2015, as an additional director as recommended by the Nomination and Remuneration Committee at it's meetings held on 24th July, 2015. She shall hold office only till the next Annual General Meeting of the Company. Her appointment as a non-executive Independent Director is proposed in the ensuing Annual General Meeting which is subject to the Members' approval. Members are requested to refer to the Notice convening the ensuing Annual General Meeting along with the explanatory statement for the reference of her appointment.

Shri Ashish U. Bhuta's (DIN:00226479) appointment as the Chairman and Managing Director of the Company for the period from 1st April, 2015 to 31st March, 2018 and payment of remuneration for the period from 16th July, 2014 to 31st March, 2018, was approved by the Members by voting under postal ballot exercise, result of which was announced on 28th March, 2015. His office is liable to determination by retirement by rotation. Being eligible, he has offered his candidature for re-appointment. His appointment is subject to the Members approval at the ensuing Annual General Meeting.

Shri Bharat V. Bhate, Shri Rameshchandra J. Vora, Shri Arun R. Raskapurwala were appointed as the Independent Director on 30th May, 2014, for a term of five years each, pursuant to section 149, 152 and schedule IV of the Companies Act, 2013. The Members also consented their appointment vide resolutions passed at 29th Annual General Meeting held on 12th September, 2014. They have submitted a declaration stating that each of them meets the criteria of Independence. Ms. Anjali S. Dalvi has also submitted similar declaration on 24th July, 2015. The Board relies on their declaration of independence.

5. Statutory Auditors and Report:

M/s. D. L. Arora and Co. Chartered Accountants, Mumbai, Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment. The Board of Directors has recommended their re-appointment for the period from conclusion of the ensuing 30th Annual General Meeting till the conclusion of next (31st) Annual General Meeting of the Company. They have confirmed their eligibility that their re- appointment would be within the prescribed limit under the Act and that they are not disqualified for re-appointment. The Auditors' Report does not contain any qualification, reservation or adverse remark.

6. Secretarial Auditors and Report:

The Board of Directors has appointed Nilesh Shah & Associates, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the financial year 2014-15. Their Report is attached to this report as "Annexure A". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

7. Cost Auditors:

The Board of Directors has re-appointed M/s. Jagdish R. Bhavsar, Cost Accountants, as the Auditors of the cost records of the Company, for the financial year 2015-16. Their fees are to be ratified by the Members at the ensuing 30th Annual General Meeting of the Company. Members are requested to refer to the Notice convening the ensuing Annual General Meeting along with the explanatory statement for the ratification of their remuneration.

8. Directors Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Board of Directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the estimates and judgments relating to Financial Statements have been made on a prudent and reasonable basis in order to ensure that Financial Statements reflect, in a true and fair manner, the form and substance of the transactions and reasonably present the Company's state of affair and profit for the year;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) the Company has laid down various SOPs system integration and adequate internal controls and have framed policies, to ensure orderly, effective and efficient functioning of business of the Company and safeguarding of assets. The internal auditors have conducted periodic audits of the Company's financials ensuring prevention of errors / fraud and

(f) the systems are in place to ensure compliance with the provisions of specifically applicable laws and such systems were adequate and operating effectively.

9. Extract of Annual Return:

As provided under Section 92 (3) of Companies Act, 2013, the extract of annual return under form number MGT-9 is attached to this report as "Annexure B".

10. Number of Meetings of the Board:

The Board of Directors met four times during the year. For further details in this regard, kindly refer report on Corporate Governance included in the Annual Report.

11. Company's Policy on Directors / Key Managerial Personnel's appointment and remuneration:

(a) Policy for selection of directors and determining directors' independence is annexed to this report as "Annexure C" and has been uploaded on the website of the Company at http://jenburkt.com/ Other_Info/20152016/Policy%20for%20Selection%20of%20Directors.pdf and

(b) Policy on remuneration of Directors, Key Managerial Personnel and other employees is annexed to this report as "Annexure D" and has been uploaded on the website of the Company at http://jenburkt.com/Other_Info/20152016/Policy% 20on%20Remuneration%20of%20Directors,%20KMP. pdf

12. Particulars of loans, guarantees or investments made by the Company.

During the financial year 2014-15, no loan or guarantee was given to any person or body corporate directly or indirectly, by the Company, nor any investment was made by the Company as covered under section 186 of the Companies Act, 2013.

13. Particulars of Related Party Transactions u/s 188 of the Companies Act, 2013 (AOC-2)

A Related Party Transactions that was entered into during the financial year was on arm's length basis and was in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Company had entered in to a related party transactions with Bhuta Holdings Private Ltd., was on arms length basis and was in ordinary course of business and the same was not material in nature and was placed before the Audit Committee for approval and before the Board for consideration and noting.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.jenburkt.com at http://www.jenburkt.com/Other_Info/20152016/Policy%20on%20RPT.pdf

None of the directors have any material pecuniary relationships or transactions vis-a-vis the Company. Pursuant to Section 134 of the Companies Act, 2013 and Rules made thereunder, particulars of transactions with Related Parties as required under section 188 (1) of Companies Act, 2013, in the prescribed Form No. AOC-2 is annexed herewith as "Annexure E".

14. Corporate Social Responsibility (CSR) initiative:

A brief note on CSR policy of the Company, initiative taken in that regard is set out as "Annexure F" to this report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules 2014.

The CSR Policy of the Company is uploaded on the website of the Company.

15. Annual Evaluation of Board:

In pursuance to the Schedule-IV and other applicable provisions of Companies Act, 2013 and clause-49 of the Listing Agreement, the independent directors' carried out evaluation of the Chairman and Managing Director and Whole Time Director and Chief Financial Officer, in their first separate meeting. They also evaluated the Board as whole, on criterias, as laid down.

The Independent Directors were evaluated by the members of the Board, excluding the Independent Director being evaluated. The performance of the committees was evaluated by the Board, after obtaining inputs from the directors on the committees.

The evaluations were also done by the Nomination and Remuneration Committee, in pursuance to Section 178 of the Companies Act, 2013. They evaluated each and every director's performances based on set criteria.

16. Other Informations:

(a) Conservation of Energy and Technology Absorption, foreign exchange earnings and outgo:

The information on conservation of energy and technology absorption, foreign exchange earnings and outgo is annexed as "Annexure G", to this report.

(b) Development and implementation of Risk Management Policy:

The Company always believes in risk mitigation against probable adversities. The Company has formulated Policy on Risk Management and constituted a Risk Management Committee. The risks are classified in different areas such as competition, compliance, operational risks, etc. These risks are reviewed to mitigate the same.

(c) Employee's details, pursuant to Section 197(12) Read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as "Annexure H".

17. Report on Corporate Governance:

A brief report on the Corporate Governance and the Auditor's certificate thereof is included in this Annual Report.

18. Green Initiative:

Your Directors welcome the green initiative measures taken by the Ministry of Corporate Affairs and SEBI. With the active co-operation of all the shareholders, we shall be able to disseminate all the requisite documents and information electronically, i.e. through e-mails. Members are requested to register their e-mail IDs with the registrar, Bigshare Services Pvt. Ltd., if not yet registered, in order to be a part of the green initiative and to help in conserving trees for a greener India. A separate form is attached herewith, in this regard, which you need to fill in and submit with RTA/Company or with the depository participant, as the case may be. Members are also requested to provide their bank details, for crediting dividend amount directly in to your bank account through NECS.

19. Vigil Mechanism

The Vigil Mechanism of the Company as required u/s 177 of the Companies Act, 2013 and a Whistle Blower Policy of the Company, as required under clause-49 of the Listing Agreement, for sheltered disclosure by the Directors / Employees of the Company for genuine concern, is in place. No event was occurred, during the year, invoking the Policy. A Policy of the Company in this regard is uploaded on the website of the Company at http://jenburkt.com/Other_Info/20152016/Policiy%20o n%20whistle%20blower.pdf

20. Audit Committee

The Audit Committee comprises mainly of Independent Directors. All the recommendations made by the Audit Committee were accepted by the Board. A detailed note on Audit Committee is included in the Corporate Governance Report, which is forming part of this Annual Report.

21. Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weaknesses in the operations were observed. For further details, kindly refer to internal control system in the Management Discussion and Analysis Report, here in above.

22. General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which may impact the going concern status and Company's operations in future. However, a legal matter with National Pharmaceutical Pricing Authority is pending at Supreme Court details of which is mentioned herein above.

5. No case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.

23. Cautionary Statement:

Statements in this report particularly that pertains to Management Discussion and Analysis may contain certain statements that might be considered forward looking. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statement as important factors could influence the Company's operations such as Government Policies, local, political and economic development, risks inherent to the Company's growth and such other factors.

24. Appreciation:

Your Directors express their gratitude and place on records the whole hearted efforts of the employees of the Company, for the sustained satisfactory business performance during the year under review and also place on record sincere support of the stakeholders, in particular the shareholders, customers, suppliers. The Board also appreciates the contribution of the independent directors.

For and on behalf of the Board For Jenburkt Pharmaceuticals Ltd

Ashish U. Bhuta (DIN:00226479) Chairman and Managing Director Mumbai, 24th July, 2015


Mar 31, 2014

The Directors immense pleasure, your Directors, present the 29th Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2014.

1. Summary of Financial Performance:

Year ended Year ended PARTICULARS 31st March, 31st March, 2014 2013 Rs. (lacs) Rs. (lacs)

Net sales and other operating income 7622.45 6934.26

Total expenditure 67525 6165.12

Profit before taxation 1032.89 882.38

Net Profit after taxation 750.64 621.53

Dividend and Divided 275.57 226.95

Distribution Tax

Transfer to General Reserves 75.06 62.15

Balance c/f to Balance Sheet 1931.11 1540.61

The Company has registered a total net income of Rs. 7622.45 lac from its operations for the Financial Year 2013-14 as compared to Rs. 6934.26 lac registered in the previous Financial Year 2012-13, a rise of approximately 10 %.

The Company achieved a profit of Rs.1032.89 lac before taxation and a net profit of Rs.750.64 lac after taxation for the Financial Year under review, as compared to Rs.882.38 lac in profit before taxation and Rs.621.53 lac in net profit after taxation, at the end of Financial Year 2012-13 The earnings per share of the Company for the year under review, rose to Rs.16.14 from Rs.13.37 registered during the Financial Year 2012-13.

2. Dividend:

Confirming its liberal policy in rewarding its shareholders, the Board of Directors have recommended a dividend of Rs.5.10 (51%) per equity share of Rs.10/- each, compared to Rs.4.20 (42%) paid for the Financial Year 2012-13, subject to the approval of the shareholders at the ensuing Annual General Meeting. Out of the net profits, an amount of Rs. 275.57 lacs will be utilised towards payment of dividend and dividend distribution tax.

3. Management Discussion & Analysis Report: a. Industry Structure and Development:

The Indian Pharmaceutical Industry is highly fragmented and grown across India, under two segments, the organised and the unorganised. SMEs are at the core of the growth of the industry. These SMEs are taking advantage of the demand of high quality products in India and in the global market. Hence, the Indian Government has also provided a boost to the SMEs. Noticeable progress is seen in clinical trials and innovations in the pharmaceutical industry.

The Indian Pharmaceutical Industry is poised to escalate its growth, mainly due to the potentially huge demand for innovative and world class quality drugs in India and in the overseas market, even though pricing plays a vital role for Companies in the industry. The growth in the industry is mainly driven by contract manufacturing and backward integration, resulting in quality control and reduction in cost

b. Business Performance, Opportunities and Outlook:

Your Company has been successful in reducing its borrowings by repaying foreign currency loans and all its term loans to the Bank. The Company has also reduced its working capital loan which is utilized only for export bill discount, at a significantly low rate.

India provides a huge opportunity for the pharmaceutical industry, as a whole, to prosper, by introduction and implementation of appropriate measures by the Government. A good standard of affordable health facilities are provided by the Government at non metro cities and towns. A partnership of the Government and private sector in the industry can prosper, beyond doubts, where the Government could provide the required infrastructures and the pharmaceutical companies could serve. A proper and appropriate framework by the Government, on policies affecting the pharmaceutical industry is the need of the hour.

c. Risk, Concerns & Threats:

The prices of the products of the pharmaceutical industry in India are regulated by the NPPA (National Pharmaceutical Pricing Authority). The new Drug Price Control Order (DPCO), 2013, was notified in May 2013. As per the new order, a few more products will be under price control. However, the products under price control contribute a very small amount to the total revenue of the Company. The NPPA, vide notifications, regularly declares the ceiling price of formulations, beyond which the companies are restrained to fix the Maximum Retail Price (MRP) of their products.

In a matter involving one of your Company''s products, the NPPA had issued a demand notice for overcharging. After due correspondence with the NPPA, your Company had filed a writ petition in the Honble Bombay High Court challenging their demand notice. We are glad to inform you that the judgment was pronounced in your Company''s favour by the Hon''ble Bombay High Court, by quashing the demand notice. Hence, there is no pending demand from the NPPA.

Further, the constant change in policies by the Drugs Controller General of India (DCGI) and its delays in approvals, have its undesirable effect on the industry. As a direct effect of this, a substantial reduction in case of new drug introductions across the industry is visible.

Expenditure on medicines is rising a lot faster in the growing economy than elsewhere. Serving the growing market is a challenge because of the intrinsic problems The industry cannot rely on its usual methods for making a profit in the matured market / countries.

The industry needs to rebalance its expenditure and invest more in R&D and be more specific in selecting therapeutic segments.

d. Internal Control and System:

The Company has sound internal control processes and systems to ensure proper asset management and operational efficiency The Company always ensures compliance with all applicable rules, regulations, laws, etc. The Audit Committee and the internal auditors ensure checks on the financial functions of the Company and the Quality Control and the Quality Assurance Departments ensure the quality of all the products of the WHO approved plant.

e. Regulatory Approvals:

The Company has already applied to the Drug Controller General of India for permission for certain newer fixed dose formulations and is awaiting their clearance. During the current year, your Company has filed dossiers for 28 products for registering them in different countries for export.

f. Human Resources:

In consonance with the Company''s avowed policy, we maintain high ethical values in our journey towards excellence.

Regular workshops and orientation programmes are conducted for different levels of employees such as Field Force, Plant and Head Office staff. “ANUBANDH" - a heart-to-heart bonding workshop was conducted during the year for QUEST and QUEST II teams. In addition, leadership development is the focus of our continuing programme for senior officers. For this cadre, we have arranged a workshop on conflict management, etc.

The Company has a well established process to attract

talent and identify strengths and to also look into areas of improvement. Overall, industrial harmony is well maintained.

g. Sales and Marketing:

In India, last year, with the introduction of DPCO, 2013, the Association of Pharmaceutical Wholesalers and Retailers demanded higher margins, even on products which were not under price control. The matter was resolved with the industry after about 2-3 months, resulting in a slight loss of sale to the Company.

Your Company focused on strengthening their brands in their respective segments during the year under review. There is a growing trend of competition from regional companies who operate either in a few districts or in a few states in India. This is apart from the competition from large organizations operating in India. Neuropathy detection camps and bone densitometry camps were carried out in various parts of the country for detection of neuropathy and osteoporosis.

Internationally, your Company has started operations in Tajikistan and Uganda. Routinely, new products do get introduced in existing markets under operation.

The strategy of your Company is to focus on long term therapies in acute and chronic ailments, by moving up the value chain continuously. As a result, a few of the Company''s brands are the preferred choice in certain segments. They rank among the top five in those segments.

h. Segment-wise Performance:

Jenburkt operates exclusively in one segment - pharmaceutical formulations.

4. Directors:

In accordance with the applicable provisions of the Companies Act, 2013, only the Executive Directors of the Company (viz. Shri Ashish U Bhuta and Shri Dilip H Bhuta), to the exclusion of the Independent Directors (viz. Shri Bhart V. Bhate, Shri Rameshchandra J.Vora and Shri Arun R Raskapurwala), are considered to be the Directors whose period of office is liable to be determined on retirement by rotation.

Shri Dilip H. Bhuta retires by rotation at the ensuing Annual General Meeting. Being eligible, he has offered himself for re-appointment Further, he is also proposed to be appointed as the Whole Time Director and Chief Financial Officer of the Company. This would require partial modification of the earlier resolution of Board and Members and of his service agreement. He is also a Key Managerial Personnel of the Company.

A resolution is proposed to partially modify the terms of appointment of the Chairman and Managing Director, from a Director whose term of office is not liable to retire by rotation to a Director whose term of office is liable to retire by rotation.

It is proposed to appoint Shri Bhart V. Bhate, Shri Rameshchandra J. Vora and Shri Arun R. Raskapurwala, as the Independent Directors for a term of five years each, commencing from 30th May, 2014.

Necessary resolutions for the above proposals are included in the Notice convening the ensuing 29th Annual General Meeting, details of which are provided in the explanatory statement, attached thereto.

Brief resumes of the Directors proposed to be appointed / re-appointed, are set out in the Corporate Governance report herein, as stipulated under Clause 49 of the listing agreement with the BSE Ltd.

5. Statutory Auditors:

M/s. D L. Arora and Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company will retire at the conclusion of the ensuing 29th Annual General Meeting of Company. They have offered themselves for re- appointment. The Board of Directors has recommended their re-appointment

6. Cost Auditors:

The Board of Directors has re-appointed M/s. Jagdish R Bhavsar, Cost Accountants, as the Cost Auditors of the Company, for the records of pharmaceutical formulations, for the Financial Year 2014-15 Their fees are to be ratified by the Members at the ensuing 29th Annual General Meeting of the Company.

7. Conservation of Energy and Technology Absorption:

As required under Section 217(1)(e) of the Companies Act, 1956 and by the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgoings is given in Annexure - I, which forms a part of this Report

8. Report on Corporate Governance:

A brief report on the Corporate Governance and the Auditor''s certificate thereof is attached to this Report.

9. Directors'' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors state that

a) In preparation of the Annual Accounts for the Financial Year 2013-14, the applicable accounting standards read

with Schedule VI of the Companies Act, 1956 as amended, have been followed and no material departures have been made from the same.

b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2013-14 and also of the profit of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d)The Annual Accounts have been prepared on a “going concern" basis.

10. Fixed Deposit:

The Company has never accepted any deposits from the public.

11. Green Initiative:

Your Directors welcome the green initiative measures taken by the Ministry of Corporate Affairs and SEBI. With the active co-operation of all the shareholders, we shall be able to disseminate all the requisite documents and information electronically, i.e. through e-mails. Members are requested to register their e-mail IDs with the RTA/Company or with the depository participant, as the case may be, if not yet registered, in order to be a part of the green initiative and to help in conserving trees for a greener India. A separate form is attached herewith, in this regard, which you need to fill in and submit to the RTA/Company or with the depository participant as the case may be.

12. Appreciation:

Your Directors express their gratitude and place on record the whole hearted efforts of the employees of the Company, for the sustained satisfactory business performance during the year under review. They also place on record the sincere support of the stakeholders, particularly the shareholders, customers and suppliers. The Board also appreciates the contribution by the Independent Directors.

For and on behalf of the Board For Jenburkt Pharmaceuticals Ltd.

Ashish U. Bhuta Chairman and Managing Director Mumbai,

28th July, 2014


Mar 31, 2013

The Directors of the Company take pleasure in presenting the 28th Annual Report along with the Audited Accounts for the Financial Year ended on 31st March, 2013.

1. FINANCIAL PERFORMANCE :

(Rs. in Lacs) PARTICULARS 31-3-2013 31-3-2012

Net sales and other operating income 6934.26 5981.82

Total expenditure 6165.12 5219.33

Profit before taxation 882.38 852.06

Net Profit after taxation 621.53 599.52

Dividend and dividend distribution tax 226.95 190.39

Transfer to General Reserves 62.15 59.95

Balance c/f to Balance Sheet 1540.61 1208.18

The total net income from the operations of the Company for the Financial Year 2012-13 is Rs.6934.26 lac, as compared to Rs.5981.82 lac registered during the previous Financial Year 2011-12, a rise of 15.92%. The profit before taxation stood at Rs.882.38 lac for the Financial Year under review, as compared to Rs.852.06 lac for the Financial Year 2011-12. The net profit after tax stood at Rs. 621.53 lac for the year under review while it was Rs.599.52 lac at the end of Financial Year 2011-12. The total expenditure registered during the Financial Year 2012-13 is Rs. 6071.32 lac as against Rs.5156.54 lac in the previous Financial Year 2011-12, an increase of 17.74%. The increase in excise duty, ever increasing prices of raw materials and packing materials and a constant hike in the fuel prices are the major contributors to such an increase in the total expenditure. The earnings per share of the Company rose to Rs.13.37 from 12.89 registered for the Financial Year 2011-12.

2. DIVIDEND :

Conforming to its liberal policy in rewarding its shareholders, the Board of Directors has recommended a dividend of Rs.4.20 (i.e. 42%) per equity share of Rs.10/- each, as against Rs.3.50 (i.e. 35%) paid during the Financial Year 2011-12, subject to the approval of the shareholders at the ensuing

Annual General Meeting. Out of the net profits, an amount of Rs.226.95 lac will be utilized towards payment of dividend and dividend distribution tax.

3. DIRECTORS :

Shri Uttam N. Bhuta, one of the Promoters of Jenburkt, passed away on 13.06.2013. He was the Chairman and Managing Director of the Company. Though he has left us, his vision, guidance and spirit will always lead all the Jenburktians in the right direction. Thousands of Shareholders who have gained economically by his liberal dividend payout policy, have also gained, along with all the stakeholders, from his entrepreneurial skills and spirit. The Board of Directors, at their meeting held on 16.07.2013, appointed Shri Ashish U. Bhuta as the Chairman and Managing Director of the Company for the period from 16.07.2013 to 31.03.2016. His appointment and terms of payment of remuneration, is part of the agenda of the ensuing Annual General Meeting and is subject to the consent of the Members and approval of Central Government. Members are requested to refer to Item

No.6 of the agenda of the Notice and the explanatory statements thereof for reference of his appointment and terms of remuneration.

Prior to that, during the year, Shri Ashish U. Bhuta was appointed as the Whole Time Director by the Board of Directors of the Company on 14.02.2013. Consent was granted by the members of the Company by passing of a special resolution by postal ballot. A total of 99.74% votes were casted in favour of the special resolution, the result of which was announced on 20.03.2013. Consequent to Shri Uttam N. Bhuta''s sad demise, his membership in the Share Transfer and Shareholders''/Investors'' Grievance Committee was vacated. The Board of Directors appointed Shri Ashish U. Bhuta as the Member of this Committee with effect from 16.07.2013.

Shri Dilip H. Bhuta was appointed as an additional Director on the Board of the Company at the Board Meeting held on 16.07.2013. He shall hold office only till the next Annual General Meeting. He was subsequently appointed as the Whole Time Director, liable to retire by rotation, in the said Board of Directors'' meeting. His appointment as the Whole Time Director and terms of remuneration are part of the agenda of the ensuing Annual General Meeting and is subject to the consent of the members. Members are requested to refer to Item Nos.7 and 8 of the agenda of the Notice and the explanatory statements thereof for reference of his appointment and terms of remuneration.

Shri Rameshchandra J. Vora and Shri Arun R. Raskapurwala retire by rotation at the ensuing Annual General Meeting. Being eligible, they have offered themselves for re-appointment. Their appointments are subject to the approval of the Members at the ensuing Annual General Meeting. Brief resumes of the Directors proposed to be appointed / re-appointed are set out in the Annual Report, as stipulated under Clause 49 of the Listing Agreement with the BSE Ltd.

5. STATUTORY AUDITORS:

M/s. D. L. Arora and Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and have offered themselves for re- appointment. The Auditors have furnished a certificate under Section 224(1B) of the Companies Act, 1956 for their eligibility for re-appointment.

The Board of Directors has recommended their re- appointment.

6. COST AUDITORS:

The Directors have re-appointed M/s. Jagdish R. Loliyani, Cost Accountants, Mumbai, as the Cost Auditors of the Company for the formulations for the Financial Year 2013-14, subject to the approval of the Central Government. They have furnished their certificate under Section 224 (1B) of the Companies Act, 1956 for their eligibility for re-appointment.

7. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As required under Section 217(1)(e) of the Companies Act, 1956 and by the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgoings is given in Annexure – I, which forms a part of this Report.

8. PARTICULARS OF THE EMPLOYEES:

n terms of the provision of Section 217(2A) of the Companies Act, 1956 read with the Company (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees of the Company are required to be disclosed as an Annexure to the Director''s Report. However, according to the provision of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report, excluding the above information is being sent to all the Members of the Company including other entitled person/s. Any Member, who is interested in obtaining such particulars, may write to the Company Secretary at the registered office.

9. REPORT ON CORPORATE GOVERNANCE:

A brief report on the Corporate Governance and the relative Auditor''s certificate thereto is attached to this Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors state that:

a) in preparation of the annual accounts for the Financial Year 2012-13, the applicable accounting standards read with Schedule VI of the Companies Act, 1956 as amended, have been followed and no material departures have been made from the same.

b) accounting policies have been selected and applied consistently and judgment and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2012-13 and also of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) the Annual Accounts have been prepared on a "going concern" basis.

11. FIXED DEPOSIT:

The Company has never accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956.

12. GREEN INITIATIVE:

The Directors of the Company welcome the green initiative measures taken by the Ministry of Corporate Affairs and SEBI. With the active co- operation of all the shareholders, we shall be able to disseminate all the requisite documents and information electronically, i.e. through e-mails. Members are requested to register their e-mail IDs with the registrar, Bigshare Services Pvt. Ltd., in order to be a part of the green initiative and to help in conserving trees for a greener India. A separate form is attached herewith, in this regard, which you need to fill in and submit with the RTA/Company or with the Depository Participant, as the case may be.

13. APPRECIATION:

The Directors of the Company express their gratitude for the support extended by all the stakeholders and place on record their sincere appreciation for the contribution of the independent Directors and the timeless and wholehearted efforts of the employees of the Company for the sustained satisfactory business performance during the year.

For and on behalf of the Board

Sd/-

Ashish U. Bhuta

Chairman and Managing Director

Mumbai 16th July, 2013


Mar 31, 2012

The Directors are pleased to present the 27th Annual Report along with the Audited Accounts for the year ended 31st March, 2012.

1. FINANCIAL PERFORMANCE : (Rs.in Lacs)

PARTICULARS 31-3-2012 31-3-2011

Net sales and other operating

income 5981.82 5691.53

Total expenditures 5219.33 4824.96

Profit before taxation 852.06 908.97

Net Profit after taxation 599.52 601.52 Dividend and Dividend

distribution tax 190.39 189.75

Transfer to General Reserves 59.95 60.15

Balance c/f to Balance Sheet 1208.18 853.50

The total revenue from the operations of the Company for the Financial Year 2011-12 rose by 5.10% to Rs.5981.82 lacs from Rs.5691.53 lacs registered last year. However, the net profit remained almost the same at Rs.599.52 lacs. Despite many adversities, viz. hike in VAT, increase in excise duty, withdrawal of DEPB (Duty Entitlement Pass Book Scheme), export benefit, withdrawal of Zydol suspension (Nimesulide suspension as the product has been withdrawn amidst controversy), increased cost of raw and packing materials (due to rise in petrol / diesel rates), the Company could manage to register a similar profit by controlling expenditures.

2. DIVIDEND :

Your Directors recommend a dividend of Rs. 3.50 (35%) per equity share of Rs.10/- each, subject to the approval of the shareholders at the ensuing Annual General Meeting. Out of the net profits, an amount of Rs.190.39 lacs will be utilized towards payment of dividend and tax thereon. Your Company has a liberal policy of paying sustainable dividend linked to long term growth objectives. Your Company has paid uninterrupted dividend since last 12 years.

4. DIRECTORS :

During the year, Shri Uttam N. Bhuta, Chairman and Managing Director, whose terms of appointment, expired on 31.03.2012, was re-appointed by the Board, on the recommendation of the Remuneration Committee. - A notice, with an explanatory statement providing the resume of the appointee, along with the postal ballot form, were circulated to the shareholders. His reappointment, along with the terms of remuneration and other terms and conditions were approved by the members of the Company, by passing special resolution by voting through postal ballot. The results of which was announced on 3rd January, 2012. 98.05% votes were cast in favour of the special resolution. Mr. Uttam N. Bhuta's terms of appointment, subject to the approval of the Central Government are from 1.4.2012 to 31.03.2015. Your Company is the fourth Company, in India, to provide the e-voting platform to the shareholders, under the postal ballot procedure, through the website www.evoting.com, the CDSL portal, whereby the shareholders with their e- mail ID registered with DP, could vote electronically at convenience.

Shri Bharat V. Bhate and Shri Ashish U. Bhuta retire by rotation. Being eligible, they have offered themselves for re-appointment at the ensuing Annual General Meeting. A brief resume of the Directors proposed to be re- appointed, is set out in the section of Corporate Governance, as stipulated under Clause 49 of the listing agreement with the Bombay Stock Exchange Ltd.

5. AUDITORS AND AUDITORS REPORT :

M/s. D. L. Arora and Co. Chartered Accountants, Mumbai, Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and have offered themselves for re-appointment. The Auditors have furnished a certificate under Section 224(1B) of the Companies Act, 1956 for their eligibility for re- appointment. The notes on financial statements, referred to in the Auditors' Report do not require any comments from the Board of Directors.

6. COST AUDIT REPORT :

The Central Government had approved the appointment of M/s. Jagdish R. Loliyani, Cost Accountants, Mumbai for carrying out cost audit for the Financial Year 2011-12 and are re-appointed as the Cost Auditors of the Company for the Financial Year 2012-13, subject to the approval of the Central Government. They have furnished their certificate under Section 224 (1B) of the Companies Act, 1956 for their eligibility for re-appointment.

The Cost Audit Report for the Financial Year 2010-11 was filed on 23rd September, 2011, before the due date of 30th September, 2011. The Cost Audit Report for the Financial Year 2011-12 will also be filed before the due date of 30th September, 2012.

7. REPORT ON CORPORATE GOVERNANCE :

A brief report on the Corporate Governance and the relative Auditor's certificate thereto is attached to this report.

8. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As required under Section 217(1)(e) of the Companies Act 1956 and by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgoings is given in Annexure - I, which forms part of this Report.

9. PARTICULARS OF THE EMPLOYEES:

In terms of provision of Section 217(2A) of the Companies Act, 1956 read with the Company (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees of the Company are required to be disclosed as an Annexure to the Directors' Report. However, according to the provision of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report, excluding the above information is being sent to all the members of the Company including other entitled person/s. Any member who is interested in obtaining such particulars, may write to the Company Secretary at the registered office.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

a) in preparation of the annual accounts for the Financial Year 2011-12, the applicable accounting standards read with Schedule VI of the Companies Act 1956, as amended, have been followed and no material departures have been made from the same.

b) accounting policies have been selected and applied consistently and judgment and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2011-12 and also of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) the Annual Accounts have been prepared on a going concern basis.

1. FIXED DEPOSIT :

The Company has not accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956.

12. GREEN INITIATIVE:

Your Directors welcome the green initiative measures taken by the Ministry of Corporate Affairs and SEBI. With the active co-operation of all the shareholders, we shall be able to disseminate all the requisite documents and information electronically, i.e. through e-mails. Members are requested to register their e-mail IDs with the registrar, Bigshare Services Pvt. Ltd, in order to be a part of the green initiative and to help in conserving trees for a greener India.

13. APPRECIATION:

Your Directors place on record their sincere appreciation for the contribution and efforts put in by all the employees. They also express their gratitude to the support extended by all stakeholders, viz. government authorities, banks, stockiest, shareholders and the Directors of the Company.

For and on behalf of the Board

sd/-

Uttam N. Bhuta

Chairman and Managing Director

Mumbai, 26th May, 2012


Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Accounts for the year ended 31sMarch, 2010.

1. FINANCIAL PERFORMANCE:

(Rs. Lacs)

Year Year PARTICULARS ended ended 31-3-2010 31-3-2009

Sales and other income 5259.88 4373.41

Profit before depreciation, 707.89 442.40 interest and tax

Profit before tax 572.71 290.26

Net Profit after tax 377.89 163.56

Profit available forappropriation 692.00 429.47 Appropriations:

Dividend 139.48 83.68

Dividend Tax 23.70 14.22

Transfer to General Reserves 37.79 11.25

Balance b/f to Balance Sheet 491.03 320.31

Total 692.00 429.47

2. DIVIDEND

Your Directors recommend a Dividend of Rs.3.00 (30%) per equity share of Rs.10/- each, subject to approval of shareholders at the ensuing Annual General Meeting. Rs.163.19 lacs will be absorbed out of profits towards payment of dividend and tax thereon. The Dividend for the previous financial year i.e. 2008- 09 was paid at the rate Rs. 1.80 (18%) per equity share.

3. FINANCIAL PERFORMANCE:

The total revenue of the Company for the Financial Year 2009-10 rose by 20.27% to Rs.5259.88 lacs from Rs.4373.41 lacs registered last year. However, the net profit jumped substantially, by 131% amounting to Rs.377.89 lacs from Rs. 163.56 lacs registered last year.

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

a. Pharmaceutical business performance, opportunities and outlook:

India ranks one of the lowest in the world, in per capita healthcare expenditures, this is expected to rise, providing big opportunity to growth of Indian Pharmaceutical Company.

Your Company continuous to upgrade its position in the categories its products are represented.

The challenge for the company is to constantly rise up the value-chain, while at the same time, bringing down the cost for the patients. The Company plans to give more impetus to its, innovation value addition and Quality Assurance function. The thrust would be to do so in internal and external processes as a measure of overall quality enhancement.

The Pharmaceutical companies becoming more progressive in terms of brand building and lifestyle diseases and continuing to grow at a faster pace, influencing the growth of the Indian pharrna market.

The focus on developing the current markets will continue as more molecules are expected to be launched in the coming fiscal. This would enable the business to further register an improvement in its market share. The Company will continue to focus on high margin products to improve its gross margins, and efforts are also underway to strengthen its relationship with its key stakeholders.

b. Industry structure and development:

Though Indian pharmaceutical market is one of the most emerging pharmaceutical markets in the world, its share in the global pharmaceutical industry is minuscule, in value. Further, the market is highly fragmented, with most players being regional and essentially into the generic market.

We expect the Indian Pharmaceutical Industry to grow at 8 to 10 percent CAGR.

c. Risk concerns & threats:

With more than 300 organised players and few thousand unorganised players, the Indian pharmaceutical market is highly competitive. While generics continue to play a major part in the industrys success, low-cost manufacturing, high- quality research and manufacturing facilities and educated personnel make the Indian pharmaceutical industry both a competitive threat as well as a partner for opportunities.

Indian companies are well placed, given the cost advantage they have to offer. However, fragmentation of installed capacities is one of the major weaknesses. The sector faces certain challenges such as the stricter regulation procedures that have come in to play, the high entry cost in newer markets and the acute competition from generic products. These are issues that may potentially influence business in the future.

To manage the cost is always a challenge.

d. Internal control and system:

Jenburkt conducts its business with integrity and high standards of ethical behavior and in compliance with the laws and regulations that govern its business. The Company has a well established framework of internal controls in operation, including suitable close monitoring procedures and self-assessment exercises with effective feed back flow. In addition to external audit, the financial and operating controls of the Company are reviewed by the internal auditors, who report their findings to the Audit Committee of the board. The E.R.P. system helps in accurate, speedy and proper documentations of financial transactions. Compliance with laws and regulations are also monitored.

e. Human resources:

The financial year was marked with developmental programmes like "MANTHAN", for the Quest and Quest II team, providing timely availabilities of quality products. As usual training programmes for the sales and marketing teams were conducted, productivity. Jenburkt is poised for robust growth, leading to a unique challenge to HR function. Various initiatives taken to ensure its people- system works efficiently, keeping in mind the business environment and company strategy. The main focus area were to bring systematic maturity to the performance management system and the compensation process, development of need- based programmes for germination of leaders and a well defined data-backed process for talent acquisition, devising employee-friendly policies, ensuring compliance across all areas of operation.

f. Formulation development centre:

Your Companys state of art, formulation development centre located at Sihor has received recognition as a R&D unit by Department of Scientific and Industrial Research (DSIR), Ministry of Science and Technology, Government of India, New Delhi.

This recognition is a highly respected and coveted one, acknowledging the R&D activities of your company. With the commissioning of the unit, a good number of formulations have been developed.

Focus area so far has been mainly in the solid dosage drug delivery systems. A few fixed dose combinations are developed for the first time in India.

g. Manufacturing plant:

The upgradation of the Sihor Plant, undertaken in 2009-10, has been completed to match the current international standards of Good Manufacturing Practice (GMP), which meets norms laid down by World Health Organization (WHO).

The upgradation and expansion of quality assurance, quality control department and construction of a new warehouse will commence in this new financial year.

h. Information systems:

With the successful implementation of the ERP software, your company has begun the process of moving to a newly introduced superior version.

Significant process streamlining activities and training are being undertaken to provide more analytical information, enabling quicker decision making.

i. Sales, Marketing and Supply chain:

The strategic decision to move up the value chain, is showing strong and positive results. The focus on long term therapies, in acute and chronic ailments has begun contributing to the top line and bottom line strongly. A few brands of your company figure among the top 5 brands in their respective segments in India and also internationally.

Your company participated in various conferences at national and state level and also conducts regularly medical camps for patient benefit.

On seeing the success of the QUEST team, a cross functional group comprising of members from quality assurance and control, supply chain, production, stores and engineering was created as QUEST-II.

The QUEST AND QUEST-II teams has positively impacted the timely availability of quality products to our network of 1,000 stockists, over 40,000 retail stores in India and to 15 countries.

j. Medical, Regulatory and Clinical trials:

Your Company has been granted permission to market a couple of fixed dose combinations, in the financial year, after conducting clinical trials.

An increased number of dossiers have been filed by the regulatory department in various international markets.

k. Segment-wise performance:

Jenburkt exclusively operates only in one segment i.e. pharmaceutical formulations.

5. CRISIL RATING:

Your Company has been awarded a prestigious rating in the third successive year by NSIC-CRISIL rating as "SE1A", indicating "Highest Performance Capability and High Financial Strength".

6. DIRECTORS:

Shri Ashish U. Bhuta and Shri Rameshchandra J. Vora retire by rotation at the ensuing annual general meeting and being eligible offer themselves for re-appointment.

Brief resume of the Directors proposed to be re- appointed are set out in the section of corporate governance, as stipulated under clause 49 of the listing agreement with Stock exchange.

7. AUDITORS:

M/s D. L. Arora and Co. chartered accountants, mumbai, Statutory auditors of the company will retire at the ensuing annual general meeting and have offered themselves for re-appointment. The auditors have, furnished certificate under Section 224(1 B) of the Companies Act, 1956 of their eligibility for re- appointment.

8. REPORT ON CORPORATE GOVERNANCE:

A brief report on corporate governance and the relative auditors certificate thereto is attached to this report.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As required under section 217(1)(e)of the Companies Act 1956 and by the companies (disclosure of particulars in the report of board of directors) rule, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in annexure -1 forming part of this report.

10. PARTICULARS OF THE EMPLOYEES:

In terms of provision of section 217(2A) of the Companies Act, 1956 read with the Company (Particulars of Employees) rules 1975, as amended, the names and other particulars of the employees of the Company are required to be disclosed as annexure to Directors Report. However, according to provision of section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding above information is being sent to all the members of the company including other entitled person/s. Member who is interested in obtaining such particulars may write to company secretary at the registered office.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the Section 217 (2AA) of the Companies Act, 1956, your directors state that:

a) in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b) they have selected such accounting policies and applied them consistently and made judgment and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year under review, and of the profit of the company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

d) they have prepared the Annual Accounts on a going concern basis.

12. FIXED DEPOSIT:

Your company has not accepted any deposits from the public within the meaning of section 58-A of the Companies Act, 1956.

13. APPRECIATION:

Your Directors place on record their sincere appreciation for the contribution and efforts put in by all the employees. We also extend our gratitude to the support extended by government authorities, banks, stockists, directors and members of the company.

For and on behalf of the Board

Uttam N. Bhuta Chairman and Managing Director

Mumbai, 28,th May, 2010



 
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