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Directors Report of Jenburkt Pharmaceuticals Ltd.

Mar 31, 2019

The directors, with pleasure, present their report on the business and operation of your Company (âthe Companyâ or âJenburktâ) along with the audited financial statements of the Company and auditorsâ report thereon for the financial year ended on 31^st March, 2019.

1. Summary of Financial Performance: (Rs. in lac)

Particulars	Year ended 31^st March 2019	Year ended 31^st March 2018
Revenue from operations	12264.43	11467.43
Other income	340.97	339.40
Cost of sales	9942.06	9279.94
Profit before tax	2663.34	2526.89
Tax expenses	683.56	805.67
Profit after tax	1979.78	1721.22
Other comprehensive income	-27.29	-70.41
Total other comprehensive
income, net of tax	1952.49	1650.80
Earnings per share (EPS)
(Basic & Diluted in Rs.)	43.14	37.50
Reserves and Surplus	7287.61	5667.09

The above financial figures for the financial year ended 31^st March, 2018 and 2019 are in accordance to Indian Accounting Standards (IND-AS). Your Company has adopted IND-AS with effect from 1^st April, 2017.

The total revenue from the operations of the Company stood at Rs.12264.43 lac for the financial year 2018-19, as against Rs.11467.43 lac, recorded for the financial year 2017-18, registering a growth of 6.95%.

The profit before tax stood at Rs.2663.34 lac for the financial year 2018-19, as against Rs.2526.89 lac recorded for the previous financial year 2017-18, registering a growth of 5.4%. The profit after tax stood at Rs.1979.78 lac for the financial year 2018-19, as against Rs.1721.22 lac recorded for the financial year 2017-18, registering a growth of 15.02%. The EPS of the Company for the financial year 2018-19, stood at Rs.43.14 as compared to Rs.37.50 recorded for the financial year 2017-18.

2. Dividend and Reserves:

Your Directors are pleased to recommend, based on the Company''s financial performance for the year under review, a dividend of Rs.10.20 (102%) on 4589378 equity shares of Rs.10/- paid-up of the Company, subject to approval of the shareholders at the ensuing 34^thAnnual General Meeting (AGM).

The aggregate dividend for financial year 2018-19 amounting to '' 468.12 lac is equivalent to 23.64% of the net profit of the Company. The dividend distribution tax thereon amounts to Rs.95.26 lac. The aggregate amount of dividend and tax thereon is Rs.563.38 lac.

As on 31^st March, 2019, the reserves and surplus amount stood at Rs.7287.61 lac as compared to Rs.5667.09 lac as on 31^st March, 2018 a rise of 28.60%. No amount has been proposed to be transferred to reserves.

The aggregate dividend paid by your company for the financial year 2017-18 was Rs.9.00 (90%) per equity share of Rs.10/- each. Rs.3.00 (30%) per equity shares was declared and paid as interim dividend and Rs.6.00 (60%) per equity shares was declared and paid as the final dividend.

The register of members and share transfer books will remain closed from 24^th July, 2019 to 30^th July, 2019 for the purpose of dividend and 34^th AGM. The AGM is scheduled on Tuesday, 30^th July, 2019.

3. Management:

Shri Ashish U. Bhuta (DIN: 00226479), director of the Company is liable to retire on rotation basis at the ensuing 34^th Annual General Meeting (AGM) of the Company. Being eligible, he has offered his candidature for re-appointment. His proposed appointment by a resolution is subject to the membersâ approval at the ensuing AGM.

At the 32^nd AGM of the Company held on 31^st July, 2017, Shri Ashish U. Bhuta was appointed as the Chairman and Managing Director of the Company for a period of three years from 1^st April, 2018 to 31^st March, 2021. His reappointment is subject to retirement by rotation.

Shri Dilip H. Bhuta (DIN: 03157252) was appointed as the Whole Time Director and CFO of the Company at the 33^rd AGM of the Company held on 31^st July, 2018 for a period of three years from 1^st April, 2019 to 31^st March, 2022. His reappointment is subject to retirement by rotation.

Independent Directors:

All the independent directors on the board of directors of the Company have confirmed and declared their independence from the management of the Company.

Kindly refer to report on Corporate Governance in this annual report, for a note on independent directors of the Company.

Number and date of Board Meetings:

Board of directors of the Company met four times during the year under review, on 29^th May, 2018, 31^st July, 2018, 30^th October, 2018 and 5^th February, 2019.

For further details in this regard, kindly refer report on Corporate Governance in this annual report.

Details of the committees of the board of directors of the Company with number of meetings held during the year, with dates, are as follows:

1. Audit Committee: This committee met four times during the year under review, on 29^th May, 2018, 31^st July, 2018, 30^th October, 2018 and 5^th February, 2019.

2. Stakeholders Relationship Committee: This committee met four times during the year under review, on 29^th May, 2018, 31^st July, 2018, 30^th October, 2018 and 5^th February, 2019.

3. Corporate Social Responsibility Committee: This committee met three times during the year under review, on 29^th May, 2018, 31^st July, 2018 and 5^th February, 2019.

4. Nomination and Remuneration Committee: This committee met four times during the year under review, on 29^th May, 2018, 31^st July, 2018, 30^,h October, 2018 and 5^th February, 2019.

For details about above committees, kindly refer to report on Corporate Governance in this annual report.

These committees recommend their decisions to the board and the directors at their subsequent board meeting consider the recommendation forwarded by the committees for taking appropriate decisions. All the recommendations of all the committees have been accepted for consideration by the board and none were rejected by them during the year.

Annual performances evaluation procedure:

In terms of section 134(3) (p) read with rule 8 (4) of companies (Accounts) Rules.2014, section 178(2), Schedule IV and other applicable provision of the Act and regulation 17(10) and 19(4) and other applicable regulation(s) of SEBI-LODR, annual evaluations of performance of board, itâs committees and individual directors were carried out based on set criteria.

The evaluation by the board was carried out, after seeking inputs from all directors at the board and committee meetings, observance of governance, quality of deliberation and effectiveness of the procedures adopted by the board. In evaluating the performance of individual directors, criteria such as qualifications, knowledge, attendance at the meetings and participation in long-term strategic planning, leadership qualities, responsibility shouldered, interpersonal relationship and analytical decision making ability were taken in to consideration. The board carried out performance evaluation of independent director without the participation of the director being evaluated. The performance of the committees were evaluated by the board, by seeking feedback/inputs on set criteria, from the members of the respective committees.

Salient features of Companyâs policies on directorsâ appointment and remuneration:

(a) For selection of directors and determining directorsâ independence:

The policy contain guiding principles for the Nomination and Remuneration Committee for identifying directors with requisite qualification, experience and determine their independence of the management of the Company, in case of independent director.

The basic criteria which the Nomination and Remuneration Committee take in to account for selection of the person to be a director of the Company, contains, his education and professional background, his knowledge, experience and understanding about Companyâs business and industry, in general, his personal and professional ethics, integrity and values and willingness to shoulder his duties, attendance at the board and committee meetings, perform his role with responsibility, analytical decision making ability, interpersonal relationship qualities and participation in long-term strategic planning, his adherence to the companyâs policies and codes, provision of all acts, rules and regulations, as applicable, to act as the director on the board of the Company. In case of independent directors, his independence of the management of the Company, no conflict of interest in any transaction entered in to or to be entered in to by the Company with any person(s), firms, Companies, body corporates, whether directly or indirectly.

(b) For remuneration of directors, key managerial personnel and other employees:

The Nomination and Remuneration Committee of the Company propose the remuneration of all the directors, key managerial personnels and other employees of the Company including the sitting fees of the independent directors, to the board to take its decision on such proposal of remuneration. The remuneration packages are designed in such a manner that they are not only attractive but are competitive enough to retain the talent in the Company. This package basically include salary, perquisites, allowances, bonus and other benefits, etc., as applicable. Your company has also insured all its directors and officers, under D&O liability insurance, for indemnifying them from any liability that may occur while performing their role, duties, responsibilities etc. The premium towards the said policy is borne by the Company.

Directors Responsibility Statement:

Pursuant to Section 134 (5) of the Act, in relation to the financial statements for the financial year 2018-19, your board of directors state that:

(a) in the preparation of the annual accounts, the Company has adopted and followed the Indian Accounting Standards (IND-AS), as applicable;

(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 Companyâs state of affairs 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 the 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) they have laid down internal financial controls, which are adequate and operating effectively. The internal auditors have conducted periodic audits of the Companyâs financials and

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

Key Managerial Personnel

Shri Ashish U. Bhuta (DIN:00226479), Chairman and Managing Director, Shri Dilip H. Bhuta(DIN:03157252), Whole Time Director and CFO and Shri Ashish R. Shah, Company Secretary and Compliance Officer of the Company are the Key Managerial Personnels, as on 31^st March, 2019, in accordance to the provisions of the Section 203(1) of the Act.

5. Statutory Auditors and Report:

M/s. D. R. Mehta & Associates, chartered accountants (Reg. No.:106207W), were appointed as the statutory auditors of the Company, for a consecutive period of five years, from the conclusion of the 32^nd AGM held on 31^st July, 2017 to the conclusion of the AGM to be held in the year 2022.

The auditors have confirmed their eligibility to act as auditors of the Company for the period from conclusion of the ensuing AGM till conclusion of 35^th AGM of the Company, for auditing the financial statements of the Company for the financial year 2019-20.

The auditors'' report as submitted by them for the financial year 2018-19 is with unmodified opinion i.e. does not contain any qualification, reservation or adverse remark.

6. Secretarial Auditors and Report:

M/s. Nilesh Shah & Associates (C.P. No.: 2631), practicing Company Secretaries, Mumbai, were appointed to carry out the secretarial audit of the Company. They have confirmed their eligibility to act as the secretarial auditors of the Company for the financial year 2019-20. Their secretarial audit report for the financial year 201819 is attached to this report in prescribed format No.: MR-3, as âAnnexure-Aâ. Their annual secretarial compliance report under regulation 24A of SEBI-LODR was also received by the Company.

Companyâs replies to the secretarial auditorsâ observations:

(a) The delay in payment of listing fees to BSE Ltd. by nine days

- the delay was by oversight,

(b) delay in few cases of transfer of shares by Bigshare Services Pvt. Ltd., RTA beyond stipulated time limit

- the Company is in receipt of a confirmation letter from RTA stating that the delay in processing was due to sudden spurt in the volume of requests for transfers and dematerializations during the month of March, 2019, pursuant to SEBIâs notification of banning physical transfer of shares after 31^st March, 2019,

- since then the relevant shares were transferred to IEPF.

7. Cost Auditors:

Pursuant to the order of the Central Government, your company is required to maintain cost records under section 148(1) of the Act and Companies (Accounts) Rules, 2014 as amended. Accordingly the statement of cost accounts and records are made and maintained by the Company and the same are periodically audited by a practicing Cost Accountants.

The board of directors has appointed M/s. Jagdish R. Bhavsar, (membership No.:8000) Cost Accountants, Mumbai, as the auditors of the cost records of the Company, for the financial year 2019-20. Their remuneration as fixed by the board of directors of the Company is to be ratified by the members at the ensuing 34^th AGM of the Company.

Their cost audit report without any qualification or adverse remarks for the previous financial year has been submitted to Ministry of Corporate Affairs, as required.

8. Annual Return:

In pursuance to section 92(3) of the act, Companyâs annual return, containing particulars, as they stood on the close of the financial year 2017-18, as duly submitted to the Ministry of Corporate Affairs is placed on the website of the Company, viz. www.jenburkt.com. The web link for the same is: http://www.jenburkt.com/Other_Info/ 20182019/Form_MGT_7_ Annual_Return_2017_18.pdf.

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

During the financial year 2018-19, no loan or guarantee was given to any person or body corporate directly or indirectly by the Company, nor were any investments made by the Company.

10. Particulars of related party transactions:

There was no materially significant related party transaction made by the Company, during the year, with its promoters, directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company at large. None of the directors have any material pecuniary relationships or transactions vis-a-vis the Company. There was no related party transaction, during the financial year 2018-19 as covered under Section 188 of the Act and rules made thereunder.

The policy on related party transactions of the Company is uploaded on the Company''s website, viz. www.jenburkt.com at link: http://jenburkt.com/OtherInfo/20152017/ Policy%20on% 20RPT.pdf

In an existing transaction, your Company had made two agreements with M/s. Bhuta Holdings Private Ltd., the Promoter of the Company (holding shares of the Company in excess of 10%), at the armâs length basis and in ordinary course of business during financial year 2014-15 having validity up to 31st March 2019. Pursuant to section 188 (1) of the Act, the same transaction have been disclosed and presented in the prescribed form No. AOC-2, by the Company and annexed to this report as âAnnexure-Bâ, which forms part of this report.

Your company does not have any holding or subsidiary or associate Company, nor it is a subsidiary or associate of any other Company, hence, the disclosure under Schedule V(A)(2) of SEBI-LODR relating to the accounts of holding company and subsidiary company is not applicable to the Company.

11. Corporate Social Responsibility (CSR) initiative:

A brief note on CSR policy of the Company, CSR expenditures made and other details in that regard are set out in a report as annexed, in prescribed format under the Companies (Corporate Social Responsibility Policy) Rules 2014. The CSR policy of the Company is uploaded on the website of the Company, viz.www.jenburkt.com.

The said report is annexed as âAnnexure-Câ to this report.

12. Award, Recognition, Achievements:

(a) FE-CFO of the Year Award 2019:

Financial Express, India''s oldest and one of the trusted leading financial publication, recognized the company and its Chief Financial Officer, Shri Dilip H. Bhuta, for âFE-CFO of the year award 2019â. He received the award from Mr. Deepak Parekh, a leading financial luminary.

(b) Recognition for adoption of new technology:

Shri Ashish U. Bhuta, Chairman and Managing Director of the Company was invited by Zee Business, at their event, viz. âDare to Dream Awardsâ, Mumbai edition to share the inspirational journey of your company, over a fire side chat. The audience, was fascinated by your companyâs journey, values, work culture and how new technologies are adopted.

13. Investors'' Education and Protection Fund (IEPF):

Pursuant to IEPF''s Rules, as amended from time to time, your Company had taken steps for intimating those shareholders, who had not encashed their dividend for the period of seven consecutive years, ending at financial year 2016-17 and 2017-18, about their unclaimed dividend and corresponding shares that were liable to be transferred to IEPF account. After due date the unclaimed dividend amount and corresponding shares were transferred to IEPF. The amount that were lying in the bank account against unclaimed dividend, pertaining to financial year 2010-11, were transferred to IEPF authority during the financial year 2018-19 and transfer of corresponding shares to IEPF authority has also been completed.

The shareholder are hereby informed that the dividend amount and equity shares transferred to IEPF can be claimed back by the shareholders from the IEPF authority by following procedure mentioned in the above said notifications of IEPF. The shareholders are requested to claim their dividend, if not encashed yet, for the period from financial year 2011-12 onwards, to avoid hardship of claiming later from IEPF, along with corresponding shares, if any.

The details of the shareholders whose dividend and shares are transferred to IEPF is uploaded on the website of the Company, viz. www.jenburkt.com.

14. Secretarial Standards:

Your Company has complied with, during the financial year 2018-19, the secretarial standard-1 on meetings of board of director and itâs committees, and secretarial standard-2 on general meetings, issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

Your Company has also voluntarily complied with the majority of provisions of the Secretarial Standard-3 on dividend and secretarial standard-4 on boardsâ report which are recommendatory in nature.

15. Report on Corporate Governance:

A detailed report on the Corporate Governance of the Company and the auditorâs certificate regarding Companyâs compliances with Corporate Governance norms are attached to this annual report.

16. Green initiative- restriction on physical transfer of shares:

Securities and Exchange Board of India (SEBI) has vide its notification PR no.:51/2018 dated 03^rd December, 2018, restricted transfer of physical shares after 31^st March, 2019. Further, as a clarification SEBI has vide its PR No.12/2019 dated 27^th March, 2019, informed that there is no prohibition on holding of shares in physical format even after 1^st April, 2019, transfer of shares thereafter will be only in electronic mode (dematerialized shares).

The shareholders, thus are hereby informed that they can continue to hold equity shares of the Company in physical form, but need to dematerialize them in order to transfer them any time in future. In the interest of the shareholders, it will be prudent to get their shares dematerialized, at the earliest.

Shareholders are once again requested to provide their bank details, in the form enclosed, to receive all the dividends directly into their bank account, to overcome any hardship of depositing dividend warrant and possibilities of misuse or fraud in relation to the physical dividend warrants.

17. Vigil Mechanism

Pursuant to section 177(9) of the Act and rules made thereunder and Regulation 22(1) of SEBI-LODR your Company had established a vigil mechanism of the Company by forming a whistle blower policy of the Company, providing adequate safeguard against any victimization of any employee and / or director of the Company, for disclosure by them about genuine concern, regarding wrongful misconduct (as defined in said policy), including provisions to enable employees to report instances of leak of unpublished price sensitive information of the Company, as required under regulation 9A(6) of SEBI-LODR. There was no reporting of any such event during the year. No employee or director of the Company was denied access to the audit committee. The said whistle blower policy of the Company is uploaded on the website of the Company, viz. www.jenburkt.com.

18. Audit Committee

A detailed note on audit committee including its composition, role and number of meetings held etc. is included in the report on Corporate Governance, which is forming part of this annual report. All the recommendations made by the audit committee during the year, were accepted by the board.

19. 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 a section âinternal control and their adequacyâ in the report of management discussion and analysis in this directors'' report.

20. Other Information:

a. A detailed information on conservation of energy and technology absorption, foreign exchange earnings and outgo is annexed as âAnnexure-Dâ, to this report.

b. Risk management policy: Your Company has formulated a risk management plan and have constituted a risk management committee. The risks are classified in different areas such as market, finance, operational, etc. These risks are reviewed regularly to mitigate the risk, if any.

c. Employee''s details, pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are annexed herewith as âAnnexure-Eâ to this report.

21. 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:

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

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

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

d. 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, two legal matters are pending at different courts, details of which are mentioned herein above.

e. Your company has complied with the provisions relating to the constitution of internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. No complaint, in this regard, was received by the Committee.

f. As certified by the RTA, no shares are lying with them which are under demat suspense account or unclaimed suspense account, in terms of Schedule-V- Clause-F of the SEBI- LODR.

22. 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 unforeseen factors could influence the Companyâs operations such as domestic or international governmentâs policies, political and economic developments, risks inherent to the Companyâs growth and such other factors.

23. Appreciation:

Your directors thank the various Government Departments and Agencies and the Government of India for their cooperation. The directors also thank all the employees, vendors, super stockists, investors for their continuous support. The directors also appreciate the valuable support of the independent directors.

For and on behalf of the Board of Directors

Ashish U. Bhuta,

(DIN:00226479)

Chairman and Managing Director

Mumbai, 6^th June, 2019.

Mar 31, 2018

Directorsâ Report

The Directors, with pleasure, present their report on the business and operation of your Company along with the audited financial statements of the Company and auditorsâ report thereon for the financial year ended on 31^stMarch, 2018.

1. Summary of Financial Performance (figures in

accordance to IND-AS):

2. Dividend and Reserves:

Your Directors have declared an interim dividend @ Rs,3/per equity share of Rs,10/- each at the Board meeting held on 20th March, 2018. In addition, at the Board meeting held on 29th May, 2018, they have recommended a final dividend at the rate of Rs,6/- per equity shares of Rs,10/each, subject to approval of the Shareholders at the ensuing Annual General Meeting (AGM). The aggregate dividend would be Rs,9/- for the financial year 2017-18. The dividend for the financial year 2016-17 was Rs,8.10 per equity share of Rs,10/- each. The aggregate dividend for financial year 2017-18 of Rs,413.04 lac is equivalent to 24% of the net profit of the Company. The dividend and dividend distribution tax thereon amounts to Rs,497.14 lac, in total.

The reserves and surplus amount stood at Rs,5667.09 lac as on 31^stMarch, 2018, (post adjustment of Buyback payout) compared to Rs,4978.75 lac as on 31^stMarch, 2017, a rise of 13.83%.

The register of members and share transfer books will remain closed from 25^thJuly, 2018 to 31^stJuly, 2018 for the purpose of dividend and 33^rd AGM. The AGM is scheduled on Tuesday, 31^stJuly, 2018.

3. Management Discussion & Analysis Report:

a. Industry structure and development:

Indian pharmaceutical sector is estimated to account for 3.1 to 3.6 per cent of the global pharmaceutical industry in value terms and 10 per cent in volume terms. It is expected to grow to US$100 billion by 2025. The market is expected to grow to US$ 55 billion by 2020, thereby emerging as the sixth largest pharmaceutical market globally by absolute size. The sector is expected to generate 58,000 additional job opportunities by the year 2025.

India enjoys an important position in the global pharmaceuticals sector. The country also has a large pool of scientists and engineers who have the potential to steer the industry ahead to an even higher level. Presently over 80 per cent of the antiretroviral drugs used globally to combat AIDS (Acquired Immune Deficiency Syndrome) are supplied by Indian pharmaceutical firms.

India is the largest provider of generic drugs globally with the Indian generics accounting for 20 per cent of

Pursuant to the notification Noâs III(E) dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (âIND-ASâ) with effect from 1^stApril, 2017 as notified under the Companies (Indian Accounting Standards) Rules, 2015. Financial statements for the year ended at 31^stMarch, 2017 have been restated to conform toad-AS.

Your Company has recorded total net income from the operations for the financial year 2017-18, as Rs,11467.43 lac whereas the same was recorded as Rs,10330.60 lac, in the previous financial year 2016-17. Growth of 11%has been registered for the year ended on 31^stMarch, 2018.

For the financial year under review the profit before tax stood at Rs,2526.89 lac whereas the same was Rs, 2047.90 lac for the previous financial year 2016-17, a growth of 23.39%. For the financial year 2017-18 the profit after tax was registered at Rs,1721.22 lac as compared to the profit after tax for the financial year 2016-17 as Rs, 1350.77 lac, a growth of 27.43%. The earnings per share (EPS) of the Company for the financial year 2017-18, stood at Rs, 37.50 (on 4589378 shares) as compared to Rs, 29.05 (on 4649300 shares) registered for the financial year 2016-17.

Particulars	Year ended 31^!tMarch 2018	Year ended 31^!tMarch 2017
Revenue from operations	11467.43	10330.60
Other income	339.40	295.52
Cost of sales	9279.94	8578.23
Profit before tax	2526.89	2047.89
Tax expenses	805.67	697.13
Profit after tax	1721.22	1350.77
Other comprehensive income:
Items that will not be reclassified	-97.99	0
subsequently to profit or loss
Items that will be reclassified	27.57	21.10
subsequently to profit or loss
Total other comprehensive	1650.80	1371.87
income, net of tax
Earnings per share (EPS)	37.50	29.05
(Basic & Diluted in Rs,.)
Reserves and Surplus	5667.09	4978.75

global exports in terms of volume. Of late, consolidation has become an important characteristic of the Indian pharmaceutical market as the industry is highly fragmented.

Indiaâs pharmaceutical exports stood at US$ 16.8 billion in 2016-17 and are expected to grow by 30 per cent over the next three years to reach US$ 20 billion by 2020, according to the Pharmaceuticals Export Promotion Council of India (PHARMEXCIL). Export of pharmaceutical items reached Rs, 696.84 billion (US$ 10.76 billion) during April 2017 -January 2018.

Indian companies received 304 Abbreviated New Drug Application (ANDA) approvals from the US Food and Drug Administration (USFDA) in 2017. The country accounts for around 30 per cent (by volume) and about 10 per cent (value) in the US$ 70-80 billion US generics market.

India''s biotechnology industry comprising biopharmaceuticals, bio-services, bio-agriculture, bio industry and bio-informatics is expected grow at an average growth rate of around 30 per cent a year and reach US$ 100 billion by 2025. Bophirima, comprising vaccines, therapeutics and diagnostics, is the largest sub-sector contributing nearly 62 per cent of the total revenues at Rs 12,600 core (US$ 1.89 billion).

The drugs and pharmaceuticals sector attracted cumulative FDI inflows worth US$ 15.59 billion between April 2000 and December 2017, according to data released by the Department of Industrial Policy and Promotion (DIPP).

Some of the recent developments in the Indian pharmaceutical sector are as follows:

- The exports of Indian pharmaceutical industry to the US will get a boost, as branded drugs worth US$ 55 billion will become off-patent during 2017-2019.

- Private equity and venture capital (PE-VC) investments in the pharmaceutical sector have grown at 38 per cent year-on-year between January-June 2017, due to major deals in this sector.

Government Initiatives

Some of the initiatives taken by the government to promote the pharmaceutical sector in India are as follows:

- In March 2018, the Drug Controller General of India (DCGI) announced its plans to start a single window facility to provide consents, approvals and other information. The move is aimed at giving a push to the Make in India initiative.

- The Government of India is planning to set up an electronic platform to regulate online pharmacies under a new policy, in order to stop any misuse due to easy availability.

- The Government of India unveiled ''Parma Vision 2020'' aimed at making India a global leader in end-to-end drug manufacture. Approval time for new facilities has been reduced to boost investments.

- The government introduced mechanisms such as the Drug Price Control Order under the National Pharmaceutical Pricing Authority to deal with the issue of availability of affordable medicines.

b. Business performance, opportunities and outlook:

Due to major events like banning of 344 Fixed Dose Combinations (FDC) and GST, the IPM (Indian Parma Market) slowed down during financial year 2017-18, however the last few months trend show that it has picked-up in current financial year. Despite the slowdown your company could maintain its growth during financial year 2017-18.

Going forward, IPM is likely to be shaped by following key trends:

- Government focus on healthcare spends is increasing: Better health public infrastructure in extra-urban market, increased market access and increased drug consumption.

- Stricter Regulatory control: Regulator is playing an active role in the market now through regular oversights and stricter guidelines.

- Shift in disease profile towards non-communicable Disease: ~57% of disease burden is estimated to be of non-communicable type by 2020 from ~30% in 1990.

- Increasing innovator launches in the market: Increasing number of innovator molecule launches and significant reduction in timeline between global launch and India launch.

Dermatology is the major growth contributor for your Company during the year, as endorsed by IQVIA.

Your Company has continued the good practices of:-

- Training and development of its field managers and medical representatives on a continuous basis.

- Participation in national, state and district level conferences of super s specialties like Or thopedicians, Neurologist, Pediatricians, Consulting Physicians and Dermatologists.

- Conducting CME (Continuing Medical Education) programmes of various specialties of doctors to build the relationship with the local doctors.

The Company has launched four new Dermatology products that gave a significant boost to the total sales and helped withstand the pressures of GST. Your company has again undertaken field force expansion by adding number of headquarters to further extend the doctors âreach.

The FDC ban still looms large on the industry and the company is rigorously working towards alternate business plans.

c. Risk, Concerns & Threats:

The pharmaceutical product prices in India are regulated by National Pharmaceuticals Pricing Authority (NPPA). The NPPAvide its standing orders declare the ceiling price of the formulations mentioned in NLEM (National List of Essentials Medicines), beyond which the companies are restrained to fix their products'' MRP. Department of Pharmaceuticals vide its Notification dated 10^thMarch 2017 has amended Schedule-I of DPCO, 2013 by substituting NLEM 2011 with NLEM 2015. As per this notification, few more products have been bought under price control, while few are removed. However, the Companyâs products under price control contribute a very small amount to the total revenue.

1 NPPA had served a show cause notice to your Company alleging that a Company''s product was violating a NPPA''s standing order. However, after a Personal Hearing and detailed submission, NPPA passed a written order stating that your Company''s product did not violate the standing order. Subsequently, NPPA reviewed its own order, without having any power to review, issued show cause notices and demand notice to your Company. Your Company subsequently filed a writ petition against the demand of NPPA, at the Humble High Court of Bombay. The matter was settled in favor of your company. The NPPA after over a year filed a Special Leave Petition (SLP) (demanding Rs, 16.45 core) at the Humble Supreme Court, where the matter is pending, after being admitted for further arguments. DPCO, 1995, explicitly debars Plato review its own order, the very reason cited by Humble High Court of Bombay, while quashing the show cause notices and demand notice in their judgment dated 08^thAugust, 2013 and 26^th September, 2013. Your Company has been legally advised, that based on the facts and merits of the case, the demand raised by Nappies not likely to crystallize.

2. The Ministry of Health and Family Welfare, Government of India, vide its notification dated 10^thMarch, 2017, based on the recommendation of Kolkata Committee banned 344 Fixed Dose Combinations (FDCs) with immediate effect. Your Company''s seven products are affected by the said notifications which in terms of value and volume do not have substantial impact on the sales and profitability of the Company. Many Companies including your Company challenged the said notifications at the Humble High Court of Delhi. The Humble High Court, Delhi passed an order on 1^st December, 2017 quashing all the notifications of the Ministry. Subsequently, the Ministry filed a special leave petition at The Humble Supreme Court against the said Judgment of the Humble High Court, Delhi. The Humble Supreme Court provided itâs judgment on 15^th December, 2017, by setting aside the said judgment of Delhi High Court dated 1^st December, 2017. However, the Humble Supreme Court said that the court was not clear about the conclusion arrived at by Kolkata Committee for banning 344 5 FDCs. In order to analyses in greater depth the court felt that these cases should go to the Drug Technical Advisory Board (DTAB) and / or its sub-committee formed for the said purpose, for having relook into these matters. The Humble Supreme Court has given six (6) months to them for completing the whole procedure, as stated above. Consequent to above your Company is free to manufacture, market and distribute all the seven products, covered under banned FDCs, till further order of the Humble Supreme Court. The Management is of the opinion that even if the said notifications are upheld and coming in to effect, the same will not substantially impact the sales and profitability of the Company. Your Company shall represent itself, at the hearing to be conducted by the DTAB or its sub-committee, in near future.

3. The Indian Drug Manufacturer''s Association (IDMA) has appealed the Humble Prime Minister of India to not to disturb the branded generics market in India, in response to the Indian Medical Association''s circular stating use of only Generic names in the prescription to be written by the Physicians in India. All major Pharmaceutical Companies, including your Company, are also engaged in manufacturing of branded Fixed Dose Combinations (FDCs) across therapeutic segment. These products from reputed Companyâs ensure quality as against plain generic drugs.

Any compulsion, in future, from the Government of India, with regard to mandating the physicians to prescribe only generic drugs and not the branded medicines will entail the patients to be at the mercy of chemist and they may be deprived of good quality products of reputed companies. Moreover, this will jeopardize the pharmaceutical industry as it will eliminate brand names, which may affect the industry adversely and may render many skilled workers unemployed.

IDMA has suggested to allow prescribing both branded and generic products together, leaving the choice to the patient to either buy generic drug or the branded quality products.

As of date, there is no clarity, in this regard, but the government''s push for making available cheap medicines through its Janaushadhi programme for the mass, could lead to such a step in future. Your Company is in the process of finding various options for such a situation.

4. The constant change in policies by the Government of India and its delays in product approvals have undesirable effect on the industry.

5. Any new policy or changes in existing policies, introduced by the government of those countries where the products of your Company are being exported or will be exported in future, could hamper the export turnover of the Company.

6. Any further increase in the number of FDC''s banned or in the number of National List of Essential Medicines (NLEM) drugs may hamper the sales and profitability of the Company.

d. Internal Control System:

Commitment of senior management of the Company towards maintaining and bringing in changes in the internal control system of the company, has helped in formulating various policies and codes, for various compliances, safeguarding of Companyâs assets, prevention of fraud, risk management, etc.

In this regard, the Company has formulated inter-alia policy and codes on prevention of sexual harassment

at work place, code on prohibition of insider trading, code on business compliance (by directors and senior personnel) and risk management plan, etc.

As needed the Company follows maker and checker concept and it has standard operating procedure for various activities. Accounting of various financial activities is done by dedicated employees and monitored by accounts head. The Company''s books of accounts are maintained in ERP System. All transactions and movement of stocks are executed through and recorded in the said system. All statutory and other dues and payments are made within the stipulated time limit. All compliances are taken care by dedicated software to enhance the timely compliance process. It generates alerts for timely compliance with an escalation process. A robust internal audit system at the registered office and plant is in place. The internal auditors independently evaluate transactions and the activities carried out by the Company during the year, on quarterly basis. Internal auditors submit their report periodically. The CFO along with accounts head and head of other departments ensures rectification and initiates corrective steps based on their report.

With regard to raw material, packing material and finished goods at plant and other locations, strong systems through software(s) are setup to record and monitor each and every movement of such material. The internal auditors conduct stock audit at plant and verify fixed assets annually. In compliance with the Companies Act, 2013, the Company gets its cost data audited every year by independent practicing cost accountants and get its secretarial functions and records audited by an independent practicing company secretary. Compliance with all applicable laws are ensured at functional level.

Your Companies WHO approved plant and it''s quality assurance and quality control department, are equipped with latest laboratory equipmentâs, instruments and technology to ensure the strict quality compliances of all its products, within the Company''s premises.

The Company has in place and a well-defined whistle blower policy / vigil mechanism a policy on internal financial control.

The audit committee of the Company carries out inter-alia, the functions specified under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Based on internal financial control policy frame work established and followed by the Company, the audit work performed by the Companyâs internal auditors, statutory auditors, cost auditors and secretarial auditors and based on reviews of the management and the audit committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective.

e Research and Development (R&D):

1. Some of the notable new formulations developed by your Company''s R&D team are (a) Tribe and Tribe B Spray, (b) Bergen and Bergen M Cream, (c) Powergesic Spray, (d) Powergesic Plus Spray, (e) Six Balm, (f) Latrobe Cream and Spray, (g) New Piritexyl Syrup.

2. Your company will continue to work towards formulating new and improving existing formulations for domestic and international markets for efficient and cost saving treatment of diseases.

3. Recently R&D department was visited by the Department of Scientific and Industrial Research, Government of India, New Delhi.

f. Human Resources:

The Company has seen progress and focus on various initiatives in Human Resources in the areas of talent management, capability building and employee engagement.

Towards the Companyâs aim to make Jenburkt the best place to work with, continued efforts were made on development programme for the employees. Periodical development workshops were conducted, especially to strengthen and increase their business acumen, scientific knowledge, customer engagement, emotional intelligence, etc.

Workshops titled âAASPHOTANâ - covering topics like smart goals conceptual learning v/s practical, self-reflection, etc., were conducted for Quest teams.

All applicable laws relating to employment are complied with. To ensure safety to women at work places, the Company has a policy on POSH - i.e. prevention on sexual harassment at work place.

There was a good industrial harmony across organization.

g. International Business:

During the year your company has Registered two special products i.e. Fundus and Nervier-P in few African countries and with the help of these and few more regular registration of products in the African countries, your company is expecting significant rise in the revenue from exports to Africa.

Your company''s business in the international market is growing steadily, as some established markets are facing local political challenges which is affecting routine sales promotion, product stocking and ordering pattern.

Product registration is a very slow process in Francophone countries but we are expecting to get registration of new products during this financial year which will help good rise in export volume from Francophone countries. Product registration is in process for many products in existing markets as well.

In coming years, we are hopeful of entering into new markets globally and planning to launch new innovative products.

h. Segment-wise Performance:

Your Company operates exclusively in one segment

i.e. pharmaceutical formulations.

4. Buyback of Equity Shares:

In line with Companyâs policy to reward the shareholders, the Board of directors approved a buyback of its equity shares and the shareholders provided their consent through postal ballot, during the year.

Total 2,08,330 equity shares of Rs,10/- each were offered to be bought back by tender routes atRs, 576/- for each equity share, aggregating to Rs,11,99,98,080/-. The offer was open from 6^th to 19^th December, 2017. Total 59,922 equity shares were offered by the existing shareholders and were accepted by the Company under the buyback and an amount of Rs,3,45,15,072 was paid on 27^thDecember, 2017 to those shareholders, who tendered their shares under the offer. All these 59,922 equity shares were extinguished, on 3^rd January, 2018. The paid-up share capital of the Company at the beginning of the financial year 2017-18 was 46,49,300 equity shares of Rs,10/- each, which was reduced to 45,89,378 equity shares of Rs,10/- each, as a result of the buy-back.

The promoters including members under promoters'' group did not participate in the buy-back offer.

In accordance to Section 69 of the Companies Act, 2013, the Company utilized its fund from reserves and surplus. A capital redemption reserve was created by an amount equivalent to the nominal value of equity shares bought back.

5. Directors and Key Managerial Personnel (KMP):

Shri Dilip H. Bhuta (DIN:03157252) director of the Company is liable to retire and his office is to be determined by retirement by rotation, at the ensuing 33rd Annual General Meeting (AGM). Being eligible, he has offered his candidature for re-appointment. His appointment is subject to the members approval at the ensuingAGM.

Shri Dilip H. Bhuta was appointed as the Whole Time Director and CFO and KMP of the Company, liable to retire by rotation, for a period of three years from 1^st April, 2015 to 31^st March, 2018. His re-appointment as the Whole Time Director and CFO and KMP, for a period of three years from 1^st April, 2019 to 31^st March, 2022 is proposed in the ensuing AGM of the Company. A brief profile of Shri Dilip H. Bhuta is produced in the explanatory statement the Notice foam.

The Nomination and Remuneration Committee vide their meeting held on 29^th May, 2018 recommended his reappointment as a director on the Board of the Company and as the Whole Time Director and CFO and KMP of the Company for a term of three years. The Board at its meeting held on 29^th May, 2018 approved his appointments, subject to members'' consent at the ensuing AGM.

Pursuant to section 149, 152 and schedule IV of the Companies Act, 2013, Shri Bharat V. Bhate (DIN:00112361), Shri Rameshchandra J. Vora (DIN:00112446) and Shri Arun R. Raskapurwala (DIN:00143983) were appointed as the independent directors on the Board of the Company for a period of five consecutive years from 30^th May, 2014 to 29^th May, 2019, Ms. Anjali S. Dalvi (DIN:03293810) was appointed as the independent director for the period from 24^th July, 2015 to 23^rd July, 2018 and subsequently till 23^rd July, 2023. They all have submitted a declaration stating that each of them meets the criteria of independence. There has been no change in circumstances which may affect their status as an independent director during the year. The Board relies on their self-declaration of independence.

Shri Bharat V. Bhate, Shri Rameshchandra J. Vora and Shri Arun R. Raskapurwala the independent directors on the Board of the Company who were appointed for a period of five years up to 29^th May, 2019 are proposed to be re-appointed, at the ensuing AGM, for their second term as the independent director of the Company for a further period of five years from 30^th May, 2019 to 29^thMay, 2024. No independent director is liable to retire by rotation.

During the year, none of the directors of the Company had any pecuniary relationship or transactions with the Company, other than the salary and sitting fees paid by the Company to them and the dividend earned by them on their shareholdings in the Company.

Shri Ashish U. Bhuta (DIN:00226479), Chairman and Managing Director, Shri Dilip H. Bhuta (DIN:03157252), Whole Time Director and CFO and Shri Ashish R. Shah, Company Secretary and Compliance Officer are the KMPs, as on 31^st March, 2018, in accordance to the provisions of the Section 203 of the Companies Act, 2013.

6. Statutory Auditors and Report:

M/s. D. R. Mehta & Associates, chartered accountants, were appointed as the statutory auditors of the Company, for a consecutive period of five years, from the conclusion of the 32^nd AGM held on 31^st July, 2017 to the conclusion of the AGM to be held in the year 2022.

The auditors have confirmed their eligibility to act as auditors of the Company for the period from conclusion of the ensuing AGM till conclusion of 34th AGM of the Company, for auditing the financial statements of the Company, for the financial year 2018-19.

The auditors'' report submitted by them for the financial year 2017-18 is unmodified i.e. does not contain any qualification, reservation or adverse remark.

7. Secretarial Auditors and Report:

The Board of directors has appointed M/s. Nilesh Shah & Associates (C.P. No.: 2631), practicing company secretaries, Mumbai, to carry out the secretarial audit of the Company for the financial year 2018-19. Their secretarial audit report for the financial year 2017-18 is attached to this report as âAnnexure -Aâ.

8. Cost Auditors:

The Board of directors has appointed M/s. Jagdish R. Bhavsar, cost accountants, Mumbai, as the auditors of the cost records of the Company, for the financial year 2018

19. Their fee as fixed by the Board of directors of the Company is to be ratified by the members at the ensuing 33^rdAGM of the Company.

9. Directors âResponsibility 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 for the financial year 2017-18, the Company has adopted and followed the Indian Accounting Standards (IND-AS), as applicable;

(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; and

(e) they have laid down internal financial controls, which are adequate and operating effectively. The internal auditors have conducted periodic audits of the Companyâs financials;

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

10. Extract of Annual Return:

As provided under Section 92 (3) of the Companies Act, 2013, the extract of annual return under MGT-9 is attached to this report as âAnnexure - Bâ.

11 Number of meetings of the Board:

The Board of Directors met six times during the year. For further details in this regard, kindly refer report on corporate governance included in the annual report.

12. Companyâs policy on selection of directors and their remuneration:

(a) Policy for selection of directors and determining directors âindependence and

(b) Policy on remuneration of directors, KMP and other employees are annexed to this report as âAnnexure -Câ and âAnnexure - Dâ, respectively.

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

During the financial year 2017-18, any loan or guarantee given to any person or body corporate directly or indirectly by the Company and the investments made by the Company is within the limits under Section 186 of the Companies Act, 2013.

14. Particulars of related party transactions:

There was no materially significant related party transaction made by the Company, during the year, with its promoters, directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company at large. None of the directors have any material pecuniary relationships or transactions vis-a-vis the Company. There was no related party transaction, during the financial year 2017-18 as covered under Section 188 of the Companies Act, 2013 and rules made thereunder.

The policy on related party transactions as approved by the Board is uploaded on the Company''s website, viz. www.jenburkt.com at link: http://jenburkt.com/ Other Info/20152017/ Policy%20on% 20RPT.pdf

Particulars of transactions with related parties entered into by the Company, which are at the armâs length basis and in ordinary course of business during financial year 2014-15, having validity up to 31^st March 2019, under section 188 (1) of Companies Act, 2013 is presented in the prescribed form No. AOC-2 and is annexed to this report as âAnnexure-Eâ, which forms part of this report.

The Company does not have any holding or subsidiary or associate Company, hence, the disclosure under Schedule V(A)(2) of SEBI-LODR relating to the accounts of holding Company and subsidiary Company is not applicable to the Company.

15. Corporate Social Responsibility (CSR) initiative:

A brief note on CSR policy of the Company, action taken in that regard is set out as âAnnexure-Fâ 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 Companyviz.www.jenburkt.com.

16. Annual Evaluation:

Pursuant to Schedule-IV and other applicable provisions of Companies Act, 2013, and the applicable provisions of SEBI - LODR the Independent directors at their third meeting, reviewed and carried out evaluation of the: (a) Chairman and Managing director by taking into account,

the views of executive and non-executive directors (b) Whole time director and CFO i.e. non-independent directors, and (c) the Board as whole, on criteria as laid down. They also assessed the quality, quantity and timeliness of flow of information between the Company management and Board that is necessary for the Board to effectively and reasonably perform their duties.

Pursuant to Section 134(3)(p) of Companies Act, 2013 the Board evaluated its own performance, performances of its committees and also the performances of all the individual directors based on criteria as provided by the guidance note on Board evaluation issued by SEBI on 5^th January, 2018. The nomination and remuneration committee, in terms of Section 178(2) carried out evaluation of performances of every director, based on its own criteria.

The performance of the committees was evaluated by the Board after seeking inputs form the committee members on the basis of set criteria.

In pursuance of applicable provisions of SEBI - LODR, the independent directors were evaluated individually by the directors on the Board, excluding the independent director being evaluated.

17. Transfer of equity shares to the Investors'' Education and Protection Fund (IEPF)

Pursuant to IEPF''s notification dated 5^th September, 2016 and 28^th February, 2017 (including amendments thereto), your Company had taken prudent steps by writing a letter dated 22^nd November, 2016, and by releasing advertisements, twice, in the required newspapers viz. Free Press Journal (English) and Nava Shakti (Marathi) both dated 24^th November, 2016 and 4^th May, 2017, intimating those Shareholders, who had not encased their dividend for the period of seven consecutive years, ending at financial year 2016-17, that their shares were liable to be transferred to IEPF account, and the procedure thereof. As required the Company had transferred 47131 equity shares (324 shareholders) to IEPF within the stipulated time limit. The dividend amount and equity shares transferred to IEPF can be claimed back by the shareholders from the IEPF authority by following procedure mentioned in the above said notifications of IEPF. All requisite forms/returns were filed by the Company within stipulated time limit, with IEPF, in this regard.

The details of the shareholders whose dividend and shares are transferred to IEPF is uploaded on the website of the Company, viz. www.jenburkt.com.

18. Other Informationâs:

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 âAnnexure-Gâ, to this report.

b. Development and implementation of risk management policy:

The Company has formulated a risk management plan and have constituted a risk management committee. The risks are classified in different areas such as market, finance, operational, etc. These risks are reviewed regularly to mitigate the risk, if any.

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 are annexed herewith as âAnnexure-Hâ.

19. Secretarial Standards:

Your Company complies with all secretarial standards.

20. Report on Corporate Governance:

A brief report on the corporate governance and the auditorâs certificate thereof is included separately in this annual report.

21. Green Initiative:

Securities and Exchange Board of India (SEBI) has vide its circular No. SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20th April, 2018 mandated that all the shareholders, whose ledger folio do not have or having incomplete details with respect to their PAN and Bank particulars, must submit the same to the Registrar and Transfer Agent (RTA)other Company.

Your active co-operation is required in this regard and in order to be a part of the green initiative, to help in conserving trees for a greener India and to enable the Company to disseminate to you all the requisite documents and information electronically, i.e. through emails and make payments of dividend directly into your bank account, you are requested:-

a. To provide your PAN and bank details as required by SEBI. For crediting your dividend amount directly into your bank account through National Automated Clearing House (NACH), a separate form is attached for providing your bank details, kindly fill and sign the form and submit with RTA/Company (for shares held

in physical form) or with your depository participant (for shares held in demit form), as the case may be, along with requisite documents mentioned in the form, within stipulated time.

b. To register or update your e-mail address by filling in and signing the attached form and submit with RTA/Company (for shares held in physical form) or with your depository participant (for shares held in demit form), as the case may be, along with requisite documents mentioned in the form, within stipulated time.

Kindly note that it is mandatory for the Company to mention your bank details on the dividend payment instrument, in case where NACH details are not registered with the Company / RTA.

22. Vigil Mechanism

The vigil mechanism of the Company as required u/s 177(9) of the Companies Act, 2013 and a whistle blower policy of the Company, as required under SEBI - LODR, for sheltered disclosure by the directors / employees of the Company for genuine concern, is in place. There was no reporting of such events during the year. No employee was denied access to the audit committee. The said policy is uploaded on the website of the Company at www.jenburkt.com.

23. Audit Committee

A detailed note on audit committee including its role, its members, number of meetings held etc. is included in the corporate governance report, which is forming part of this annual report. All the recommendations made by the audit committee, during the year, were accepted by the Board.

24. 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 financial control and their adequacy in the report of management discussion and analysis in the directors âreport.

25. 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:

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

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

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

d. 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, legal matters with National Pharmaceutical Pricing Authority and Ministry of Health and Family Welfare, Government of India, are pending at the Humble Supreme Court. Details of which are mentioned herein above.

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

f. No shares are lying, as informed by the RTA, with them which are under demit suspense account or unclaimed suspense account, in terms of Schedule-V-Clause-F of the SEBI- LODR.

26. 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 Companyâs operations such as government policies, local, political and economic development, risks inherent to the Companyâs growth and such other factors.

27. Appreciation:

The directors thank all the employees, vendors, supers stockiest, investors for their continuous support. The directors also thank the various government departments, agencies and the Government of India for their cooperation. The directors also appreciate the valuable support of the independent directors.

For and on behalf of the Board of Directors

Ashish U. Bhuta,

(DIN:00226479)

Chairman and Managing Director

Mumbai, 29^th May, 2018.

Mar 31, 2017

The Directors, with pleasure, present the 32^nd Annual Report along with the Audited Financial Statement of the Company and Auditors'' Report thereon, for the Financial Year ended 31^st March, 2017.

1. Summary of Financial Performance: (Rs,inLacs)

Particulars	31^st March 2017	31^st March 2016
Net Income	10330.60	9358.50
Profit before Tax	2030.85	1682.30
Less: Tax Expenses	697.18	604.93
Add: Exceptional Items	12.78	0.54
Profit after Tax	1346.45	1077.90
Add: Balance in Profit & Loss Account	3219.32	2544.32
Sub-Total	4565.77	3622.22
Less: Appropriation:
Dividend on equity shares	376.59	334.75
Tax on dividend	76.67	68.15
Closing Balance	4112.51	3219.32

The total net income from the operations of the Company for the financial year 2016-17, stood at Rs.10330.60 lac, the same was registered in previous financial year 2015-16, at Rs.9358.50 lac, recording a growth of 10.39 %.

The profit before tax stood at Rs.2030.85 lacs for the Financial Year (F.Y.) 2016-17 compared to Rs.1682.30 lacs for the previous F.Y. 2015-16, recording a growth of 20.72 %. The profit after tax registered for F.Y. 2016-17 is of Rs. 1346.45 lacs as compared to Rs. 1077.90 lacs, for the previous F.Y. 2015-16, recording a growth of 24.91 %. The earnings per share of the Company, for the F.Y. under review, stood at Rs. 28.96 as compared to Rs. 23.18 registered for the F.Y. 2015-16.

2. Dividend and Reserves:

Your Directors are pleased to recommend, based on the Company''s performance, a dividend for the F.Y. 2016-17, of Rs. 8.10 (81%) per Rs.10/- paid-up equity shares of the Company, subject to approval of the Shareholders at the ensuing 32^nd Annual General Meeting (AGM).

The amount of dividend payable would stand at Rs. 376.59 lacs for the F.Y. 2016-17 the dividend distribution tax payable would be at Rs. 76.67 lacs. The aggregate cash outflow would be Rs. 453.26 lac for the year under review.

As on 31^st March, 2017, the reserves and surplus amount stood at Rs. 4900.39 lacs as compared to Rs. 3553.94 lacs as on 31^st March, 2016.

The Register of Members and Share Transfer Books will remain closed from 25^th July, 2017 to 31^st July, 2017 for the purpose of dividend and AGM. The 32^nd AGM is scheduled on Monday, 31^st July, 2017.

3. Management Discussion & Analysis Report:

a. Industry Structure and Development:

The Government of India has taken several initiatives in the areas of infrastructure, easing the process of doing business, opening the doors to FDI, targeting inflation for monetary policy, campaigns on smart cities, urban development, encouraging start-ups, skill development etc. The impact of most of these measures can be gauged over a period of time and may not get reflected in the economic numbers immediately as they must hence be interpreted more in terms of laying a foundation for future growth. Currently, Indian economy is at a steady growth trajectory, which is expected to take a fast track growth drive due to above, riding on strong macroeconomic fundamentals, favorable business sentiments and downward trend in interest rates.

The Government of India unveiled ''Pharma Vision 2020'' aimed at making India a global leader in end-to-end drug manufacture. Approval time for new facilities has been reduced to boost investments. Further, the government introduced mechanisms such as the Drug Price Control Order and the National Pharmaceutical Pricing Authority to deal with the issue of affordability and availability of medicines.

The Indian pharma industry, which is expected to outperform the global pharma industry, will emerge as the sixth largest pharmaceutical market globally by absolute size. Branded generics dominate the pharmaceuticals market, constituting nearly 80 per cent of the market share (in terms of revenues).

According to the Department of Pharmaceutical, Ministry of Chemical and Fertilizer, Government of India, the domestic Pharma market witnessed a slowdown in the ongoing financial year owing to the Government''s efforts to make medicines affordable. The impact of this can be seen in the industry''s financials as well. The Drugs & Pharmaceuticals industry reported poor sales performance for two consecutive quarters ended September 2016.

The industry''s operating expenses rose much faster than the growth in sales. As a result, the industry''s operating profit declined, the operating margin and the industry''s net profit margin contracted, during the staid quarter. During the decade ending 2015-16, India''s drug exports grew at a CAGR of 11.9 per cent.

This growth was backed by large number of drugs going off patent, rise in the number of drug approvals and access to new markets. However, the trend, it seems, in drug exports, reversed in the ongoing financial year. During April-November 2016, drug exports fell by one per cent. This is on account of tightening of regulatory mechanism by various countries, price erosion in the US market and economic crisis in the emerging markets.

b. Business Performance, Opportunities and Outlook:

The Indian pharmaceutical market size is expected to grow immensely by 2025, driven by increasing consumer spending, rapid urbanization, and raising healthcare insurance among others.

Going forward, better growth in domestic sales would also depend on the ability of companies to align their product portfolio towards chronic therapies for diseases such as cardiovascular, anti-diabetes, anti-depression and anti-cancers that are on the rise.

The Indian government has taken many steps to reduce costs and bring down healthcare expenses. Speedy introduction of generic drugs into the market has remained in focus and its effects are to be seen, in days to come. In addition, the thrust on rural health programmes, lifesaving drugs and preventive vaccines also augurs well for the pharmaceutical companies.

Demographic trends, rise in diagnosis and treatment of chronic conditions, ageing and growing population, improved access to healthcare and increasing per capita income are the factor that will drive the future demand of the pharmaceutical products in the world.

c. Risk, Concerns & Threats:

The pharmaceutical product prices in India are regulated by National Pharmaceuticals Pricing Authority (NPPA). The NPPA vide various notifications, declares the ceiling price of the formulations mentioned in NLEM (National List of Essentials Medicines), beyond which the companies are restrained to fix their products'' MRP. Department of Pharmaceuticals vide its Notification dated 10^th March 2016 has amended Schedule-I of DPCO, 2013 by substituting NLEM 2011 with NLEM, 2015. As per this notification, few more products have been bought under price control, while few are removed. However, the product in price control contributes a very small amount to the total revenue of your Company.

1. NPPA had served a show cause notice to your Company alleging that a Company''s product was violating a NPPA''s standing order. However after a Personal Hearing and detailed submission, NPPA passed a written order stating that your Company''s product did not violate the standing order. Subsequently, NPPA reviewed its own order, without having any power to review, and issued show cause notices and demand notice to your Company. Your Company subsequently filed a writ petition against the demand of NPPA, at the Hon''able High Court of Bombay. The matter was settled in favor of your company. The NPPA after over a year filed a Special Leave Petition (SLP) (demanding Rs. 16.45 crore) at the Hon''able Supreme Court, where the matter is pending, after being admitted for further arguments. DPCO, 1995, explicitly debars NPPA to review its own order, the very reason cited by Hon''able High Court of Bombay, while quashing the show cause notices and demand notice in their judgment dated 08^th August, 2013 and 26^th September, 2013. Your Company has been legally advised, that based on the facts and merits of the case, the demand raised by NPPA is not likely to crystallize.

2. The Ministry of Health and Family Welfare, Government of India, vide its notification dated 10^th March, 2016 banned 344 Fixed Dose Combinations (FDCs) with immediate effect. Many Companies including your Company have challenged the said notifications at the Hon''ble High Court of Delhi. Your Company''s seven products are affected by the said notifications which in terms of value and volume do not have substantial impact on the sales and profitability of the Company. The Hon''ble High Court, Delhi passed an order on 1^st December, 2016 quashing all the notifications of the Ministry. Subsequently, they filed a special leave petition at The Honâble Supreme Court against said the Judgment of the Hon''ble High Court, Delhi. The matter, at present is pending at Supreme Court. The Management is of the opinion that even if the said notifications are upheld and coming in to effect, the same will not substantially impact the sales and profitability of the Company.

3. The Indian Drug Manufacturer''s Association (IDMA) has appealed the honorable Prime Minister of India to not to disturb the branded generics market in India, in response to the Indian Medical Association''s circular stating use of only Generic names in the prescription to be written by the Physicians in India. All major Pharmaceutical Companies, including your Company, are also engaged in manufacturing of branded Fixed Dose Combinations (FDCs) across therapeutic segment. These products from reputed Company''s ensures quality as against plain generic drugs.

Any compulsion, in future, from the Government of India, with regard to mandating the physicians to prescribe only generic drugs and not the branded medicines will entail the patients to be at the mercy of chemist and thay may be deprived of good quality products of reputed Companies. Moreover, this will jeopardize the pharmaceutical industry as it will eliminate brand names, which may result in loss of revenue to the industry and rendering many skilled workers unemployed.

IDMA has suggested to allow prescribing both branded and generic products together, leaving the choice to the patient to either buy generic drug or the branded quality product.

4. The constant change in policies by the Government of India and its delays in product approvals have undesirable effect on the industry.

5. Any further increase in the number of FDC''s banned or in the number of National List of Essential Medicines (NLEM) drugs may hamper the sales and profitability of the Company.

d. Internal Control System:

To maintain and improve the internal control system of the Company, its senior management is committed towards compliances, risk management, safeguarding of Company''s assets, prevention and detection of frauds, etc.

The Company has formulated various policies for its day to day operations, activity-wise, which inter-alia comprises of policy on prevention of Sexual Harassment at work place, code on Prohibition of Insider Trading (for all defined as âInsiderâ), code on Business Compliance (by Directors and Senior Personnel) and Risk Management Plan. As needed the Company follows maker / checker concept. Accounting of various financial activities is done by dedicated employees and monitored by accounts head. The Company''s books of accounts are maintained in ERP System. All transactions and movement of stocks are executed through and recorded in the said system. All statutory and other dues and payments are made within the stipulated time limit. All compliances are taken care by a dedicated software to enhance the timely compliance process. It generates alerts for timely compliance with an escalation process. A robust internal audit system at the registered office and plant is in place. The Internal Auditors independently evaluate transactions and the activities carried out by the Company during the year, on quarterly basis. Internal Auditors submit their report periodically. The CFO along with Accounts Head / Head of other departments ensure rectification and initiate corrective steps based on their report.

The Audit Committee of the Company carries out inter-alia, the functions specified under the Companies Act, 2013 and SEBI (LODR) Regulations 2015.

With regard to raw material, packing material and finished goods at plant and other locations, the strong systems through software are setup to record and monitor each and every movement of such material. The Internal Auditors conduct stock audit at Plant and verify fixed assets annually. In compliance with the Companies Act, 2013, the Company gets its cost data audited every year by an independent practicing Cost Accountants and get it''s secretarial functions and records audited by an independent practicing Company Secretary. Compliance with all applicable laws are ensured at functional level.

Your Company''s WHO approved plant and it''s Quality Assurance and Quality Control Department, are equipped with latest laboratory equipments, instruments and technology to ensure the strict quality compliances of all its products, within the Company''s premises. The Company has in place a well-defined Whistle Blower Policy / Vigil Mechanism.

e. Research and Development (R&D):

1. Some of the notable new formulations developed by your Company''s R&D team are as follows:

i) Senna tablets for international business.

ii) Vitamin-D chewable tablets and drops for international markets.

iii) Itraconazole 100 and 200 mg capsules for domestic market.

iv) Sugar free cough expectorants with a broncho dilater for adults and also for children (with sugar) for the domestic market.

2. Your company will continue to work towards formulating new and improving existing formulations for Domestic and International markets for efficient and cost saving treatment of diseases.

3. Recently R&D department was visited by the Department of Scientific and Industrial research New Delhi.

f. Human Resources:

In consonance with your company''s avowed H.R. Policy, the company has formed a strong talented management team at various levels of organization, whose strength will be utilized to achieve optimum growth.

Your coâs performance management system will drive employee''s performance and their development. Periodical development programmes were conducted for all employees in the Plant and Sales and Marketing force covering topics like âSeven Habits of Highly Effective People and Key Competenciesâ etc.

âSandhanâ series of workshop were conducted for Quest & Quest II Teams. Under this topics such as behavior change, happiness at work place, detoxifying work place, etc. were covered.

Industrial harmony was healthy during the year.

g. Sales and Marketing:

Your company periodically launches new products in India and in the International markets. Your company launched new dermatology products, during the year in India and intend to introduce more such products in future to set a strong foothold in skincare segment.

Your company believes in optimum coverage of potential target prescribers in order to increase the yield per doctor. In this regard, your company has again undertaken field force expansion by adding number of headquarters to further extend the doctorsâ reach and thereby increase revenue generation. The initiative that your Company has taken to extend its penetration into extra-urban markets, i.e. Class 2 to 4 towns that have more demand for medicine, continues.

Your company participated in various national and state level doctor conferences of super specialties like Orthopedicians, Neurologists, Dermatologists and Consulting Physicians. This has benefited the company in enhancing its visibility and image and also of its brands.

Your company also conducts CMEs (Continuing Medical Education) on a regular basis to build relationship with the local doctors.

Your company has further strengthened its efforts to meet the training and development needs of its Field Managers and Medical Representatives so as to help them achieve the sales targets with better efficiency and effectiveness.

h. International Business:

Your company''s business in the International Market is growing steadily, as some established markets are facing local political challenges which is affecting routine sales promotion, product stocking and ordering pattern. During the year your company has launched operations in three new Francophone countries in West Africa namely Cameroon, Guinea and Chad. Product registration is a very slow process in these countries. Product registration is in process for many products in existing markets as well. In coming years, we are hopeful of entering into new markets and launch new products.

i. Segment-wise Performance:

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

4. Directors and Key Managerial Personnel (KMP):

Shri Ashish U. Bhuta (DIN:00226479) existing Chairman and Managing Director and KMP of the Company was appointed as the Chairman and Managing Director and KMP of the Company, liable to retire by rotation, for a period of three years from 1^st April, 2015 to 31^st March, 2018. He is liable to retire and his office is to be determined by retirement by rotation, as the ensuing AGM. Being eligible, he has offered his candidature for re-appointment. His appointment is subject to the Members approval at the ensuing 32^ndAGM.

Further his re-appointment as the Chairman and Managing Director and KMP, for a period of three years from 1^st April, 2018 to 31^st March, 2021 is also proposed in the ensuing 32^nd AGM of the Company. A brief profile of Shri Ashish U. Bhuta is produced in the explanatory statement to the Notice of 32^nd AGM.

The Nomination and Remuneration Committee by their meeting held on 30^th May, 2017 recommended his appointment, as the Chairman and Managing Director and KMP of the Company for a term of three years. The Board at its meeting held on 30^th May, 2017 approved his appointment, subject to Members'' consent at the ensuing AGM and the Central Governmentsâ approval.

Ms. Anjali S. Dalvi''s (DIN: 03293810), re-appointment for the second term, as the Independent Director on the Board of the Company is also proposed at the ensuing 32^nd AGM of the Company. Her re-appointment is for a period of five years from 24^th July, 2018 to 23^rd July, 2023. She was appointed as an Independent Director of the Company, by Members'' consent, for a period of three years from 24^th July, 2015 to 23^rd July, 2018.

The Nomination and Remuneration Committee by their meeting held on 30^th May, 2017 recommended her appointment, as the Independent Director of the Company for the second term of five years. The Board at it''s meeting held on 30^th May, 2017 approved her appointment, subject to Members'' consent at the ensuing AGM.

Ms. Anjali S. Dalvi has submitted her declaration at the Board of Directors meeting held on 30^th May, 2017, confirming her meeting with the criteria of independence. A brief profile of Ms. Anjali S. Dalvi is produced in the explanatory statement to the Notice of 32^nd AGM.

Pursuant to section 149, 152 and schedule IV of the Companies Act, 2013 Shri Bharat V. Bhate (DIN:00112361), Shri Rameshchandra J. Vora (DIN:00112446) and Shri Arun R. Raskapurwala (DIN:00143983) were appointed as the Independent Director on 30^th May, 2014, for a term of five years each. They all have submitted a declaration stating that each of them meets the criteria of Independence. No changes occurred which may affect their status as an independent director during the year. The Board relies on their declaration of independence.

During the year, the non-executive and independent directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees.

Shri Ashish U. Bhuta, Chairman and Managing Director, Shri Dilip H. Bhuta Whole Time Director and CFO and Shri Ashish R. Shah, Company Secretary are the Key

Managerial Personnel of the Company, as on 31^st March, 2017, in accordance to the provisions of the Section 203 of the Companies Act, 2013.

5. Statutory Auditors and Report:

In terms of section 139 of the Act and rules framed there under, the existing Auditors at the time of commencement of the Act i.e. on 1^st April, 2014, who have completed one term of five years or more as the Auditors in a Company were granted transition period of three more years i.e. up to conclusion of AGM for the Financial Year ended on 31^st March, 2017. Therefore M/s. D. L. Arora & Co., Chartered Accountant retires as the Auditors of the Company from conclusion of the 32^nd AGM.

The Board of Directors recommended the appointment of new Auditors viz. M/s. D. R. Mehta & Associates, Chartered Accountants of Mumbai, having firm registration number as 106207W, for the period of five consecutive years from conclusion of the ensuing 32^nd AGM till the conclusion of 37^th AGM of the Company, subject to ratification by Members at every AGM. They have provided, in writing, their consent to such an appointment, confirmed their eligibility, and that their appointment, if made, would be within the prescribed limit under the Companies Act, 2013 and that they are not disqualified from such an appointment.

Members are requested to refer to the Item Number 4 of the Notice convening 32^nd AGM and the explanatory statement there under regarding their appointment.

The Auditors'' Report for the financial year 2016-17, does not contain any qualification, reservation or adverse remark.

We would like to put on record appreciation for the long service put on and able guidance provided over the years, to the Company, by Shri Dilip L. Arora, proprietor of M/s. D. L. Arora & Co., Chartered Accountants, who are retiring as the auditors of the Company at the conclusion of the ensuing AGM of the Company.

6. Secretarial Auditors and Report:

The Board of Directors has appointed M/s. Nilesh Shah & Associates, Practicing Company Secretary, Mumbai, to carry out the Secretarial Audit of the Company for the financial year 2016-17. Their Secretarial Audit Report for the Financial Year 2016-17 is attached to this report as âAnnexure Aâ. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

7. Cost Auditors and Report:

The Board of Directors has re-appointed M/s. Jagdish R. Bhavsar, Cost Accountants, Mumbai, as the Auditors of the cost records of the Company, for the financial year 2016-17. Their fees as fixed by the Board of Directors of the Company is to be ratified by the Members at the ensuing 32^nd AGM of the Company. Members are requested to refer to the item no. 7, in the Notice convening the ensuing AGM along with the explanatory statement for the ratification of their remuneration. The Cost Audit Report fot the F.Y. 2016-17 does not contain any qualification, reservation or adverse remark.

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 for the Financial Year 2016-17, the applicable accounting standards have been followed;

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. they have laid down internal financial controls, which are adequate and operating effectively. The internal auditors have conducted periodic audits of the Company''s financials;

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 the Act, the extract of Annual Return under Form MGT-9 is attached to this report as âAnnexure-Bâ.

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 to report on Corporate Governance included in the Annual Report.

11. Company''s Policy on Directors / KMP''s appointment and remuneration:

a. Policy for selection of directors and determining directors'' independence and

b. Policy on remuneration of Directors, KMP and Senior Managerial Personnel.

The same are annexed to this report as âAnnexure-Câ and âAnnexure-Dâ, respectively.

12. Particulars of Loans, Guarantees or Investments made by the Company:

During the financial year 2016-17, no loan or guarantee was given to any person or body corporate directly or indirectly, by the Company and the investment made by the Company are within the limits under section 186 of the Companies Act, 2013.

13. Particulars of Related Party Transactions u/s 188 of the Companies Act, 2013:

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

There was no materially significant related party transaction made by the Company, during the year, with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

None of the directors have any material pecuniary relationships or transactions vis-a-vis the Company. There is no related party transaction, during the financial year 2016-17 as covered under Section 188 of the Companies Act, 2013 and rules made there under. Particulars of transactions with Related Parties entered into by the Company, which are at the arm length basis and in ordinary course of business during financial year 2014-15, having validity up to 31^st March 2019, under section 188 (1) of Companies Act, 2013 is presented in the prescribed form No. AOC-2 and is annexed to this report as âAnnexure-Eâ, which forms part of this report.

With reference to Schedule V(A) of SEBI (LODR)) Regulations 2015, regarding the disclosure about Company''s âRelated Party Transactionsâ during financial year 2016-17 in compliance with the Accounting Standard on âRelated Party Disclosuresâ:-

The Company does not have any holding or subsidiary or associate Company, hence, this disclosure is not applicable to the company.

14. Corporate Social Responsibility (CSR) initiative:

A brief note on CSR policy of the Company, action taken in that regard is set out as âAnnexure-Fâ 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 at www.jenburkt.com.

15. Annual Evaluation:

Pursuant to Schedule-IV and other applicable provisions of Companies Act, 2013, and the applicable provisions of SEBI (LODR) the Independent directors at their third meeting, reviewed/ carried out evaluation of the: (a) Chairman and Managing Director by taking into account, the views of executive and non-executive directors (b) Whole Time Director and Chief Financial Officer i.e. no independent directors, and (c) the Board as whole, on criteria as laid down. They also assessed the quality, quantity and timeliness of flow of information between the Company Management and Board that is necessary for the Board to effectively and reasonably perform their duties.

Pursuant to Section 134(3)(p) of Companies Act, 2013 the Board evaluated its own performance, performances of its committees and also the performances of all the individual directors based on criteria as provided by the Guidance Note on Board Evaluation issued by SEBI on 5^th January, 2017. The Nomination and Remuneration Committee, in terms of Section 178(2) carried out evaluation of performances of every directors, based on its own criteria.

The performance of the committees was evaluated by the board after seeking inputs form the committee members on the basis of set criteria.

In pursuance of applicable provisions of SEBI (LODR), Regulations, 2015, the independent directors were evaluated individually by the directors on the Board, excluding the independent director being evaluated.

16. Other Informationâs:

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 âAnnexure-Gâ, to this report.

b. Development and implementation of Risk Management Policy:

The Company has formulated a Risk Management Plan and have constituted a Risk Management Committee. The risks are classified in different areas such as market, finance, operational risks, etc. These risks are reviewed regularly 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 âAnnexure-Hâ.

17. Report on Corporate Governance:

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

18. Green Initiative:

Your Directors support the green initiative measures taken by the Ministry of Corporate Affairs and Securities and Exchange Board of India in order to be a part of the green initiative and to help in conserving trees for a greener India. With the active co-operation of all the shareholders, your Company shall be able to disseminate to you all the requisite documents and information electronically, i.e. through e-mails and make payments of dividend directly into your Bank Account. Members are requested in this regard to:-

a. Register their e-mail address by filling in and signing the form attached at the end of this report and submit with RTA/Company (for shares held in Physical form) or with your depository participant (for shares held in demat form), as the case may be and

b. To provide / update your bank details, for crediting dividend amount directly into your bank account through National Automated Clearing House (NACH), a separate form is attached in this regard, to be filled in and duly signed, to be sent to the RTA / Company.

Kindly note that it is mandatory for the Company to mention your bank details on the dividend warrant / cheque, in case where NACH details are not registered with the Company / RTA.

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 SEBI (LODR) Regulations, 2015, for sheltered disclosure by the Directors / Employees of the Company for genuine concern, is in place. There was no reporting of such events during the year. No personnel was denied access to the Audit Committee. A Policy of the Company in this regard is uploaded on the website of the Company at www.jenburkt.com.

20. Audit Committee:

The Audit Committee of the Company under the Chairmanship of Shri Bharat V. Bhate, an Independent Director, includes three Independent Directors out of total four directors as the members of the Committee. The Members are Shri Bharat V. Bhate, Shri Rameshchandra J. Vora, Shri Arun R. Raskapurwala. Shri Dilip H. Bhuta (executive director). 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 financial control and their adequacy in the Management Discussion and Analysis Report, in the Directors'' Report.

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, legal matters with National Pharmaceutical Pricing Authority and Ministry of Health and Family Welfare, Government of India, are pending, at Honâble Supreme Court. Details of which are mentioned herein above.

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

6. No shares are lying, as informed by the RTA, with them which are under demat suspense account or unclaimed suspense account, in terms of Schedule-V- Clause-F of the SEBI (âLODRâ) Regulations, 2015.

7. The Investors'' Education and Protection Fund (IEPF) of the Central Government came out with series of notifications and circulars, during the year inter-alia, laying down procedure to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, in accordance to Section 124(6) of the Companies Act, 2013. You are requested to refer to âNotesâ under the Notice convening the ensuing AGM.

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:

The efficient support system provided by each of the Jenburkt family members is the biggest source of sustained satisfactory business performance of the Company, during the year under review. Your Directors place on record sincere support of the shareholders, customers, suppliers and other stakeholders. The Board also put on record the whole hearted efforts of all the Independent Directors.

For and on behalf of the Board

For Jenburkt Pharmaceuticals Ltd.

Ashish U. Bhuta

(DIN:00226479)

Chairman and Managing Director

Mumbai, 30^th May, 2017.

Mar 31, 2016

Directorsâ Report

With immense pleasure, your Directors present the 31^st Annual Report along with the Audited Financial Statements of the Company, for the Financial Year ended 31^st March, 2016.

1. Summary of Financial Performance:

Rs, in Lacs)

PARTICULARS	31-3-2016	31-3-2015
Net Income	9358.50	8521.04
Profit before Tax	1682.83	1434.00
Less: Tax Expenses	604.93	469.08
Profit after Tax	1077.90	964.92
Add: Balance in Profit & Loss Account	2544.32	1931.11
Net of excess/ short provision written back	0.00	8.98
Sub-total	3622.22	2905.01
Less: Appropriation:
Dividend on equity shares	334.75	292.91
Tax on dividend	68.15	59.63
Others	0.00	8.15
P&L Surplus	3219.32	2544.32

From the operations, your Company has registered a total net income of Rs. 9358.50 lac for the Financial Year 2015-16, as compared to Rs. 8521.04 lac registered in the previous Financial Year 2014-15, a rise of 9.83 %.

Your Company achieved a profit of Rs.1682.83 lac before tax for the Financial Year under review as compared to Rs. 1434.00 lac for previous Financial Year 2014-15, a rise of 17.35%. Also, it registered a profit of Rs.1077.90 lac after tax for the Financial Year under review as compared to Rs. 964.92 lac, for the previous Financial Year 2014-15, a rise of 11.70%. The earnings per share of the Company, for the Financial Year under review, stood at Rs.23.18 as compared to Rs.20.75 registered for the Financial Year 2014-15.

2. Dividend and Reserves:

At its meeting dated 10^th March, 2016, your Directors have declared an interim dividend at the rate of Rs.6.30 (63%). In addition, at its meeting held on 30th May, 2016, they have recommended a final dividend at the rate of Rs.0.90 (9%) per Rs.10/- paid up equity shares of the Company, subject to approval of the Shareholders at the ensuing Annual General Meeting.

The total of interim dividend already paid (Rs.6.30) and the recommended final dividend (Rs.0.90) for the Financial Year 2015-16 is Rs.7.20 (72%) per equity share of Rs.10/- each, which amounts to Rs.334.75 lac. This is equivalent to 31.06% of the net profit of the Company for the Financial Year 2015-16. The total of the dividend and dividend distribution tax thereon amounts to Rs.402.90 lac.

The amount of dividend appropriated stands at Rs.334.75 lac for the Financial Year 2015-16 as against Rs.292.90 lac for Financial Year 2014-15.

The Reserves and Surplus amount stood at Rs.3553.94 lac as on 31^st March, 2016 as compared to Rs. 2878.94 lac as on 31^st March, 2015.

The Register of Members and Transfer Books will remain closed from 21^st July, 2016 to 27^th July, 2016 for the purpose of dividend and for the Annual General Meeting. The Annual General Meeting is scheduled for 27^th July, 2016.

3. Management Discussion & Analysis Report:

a. Industry Structure and Development:

India enjoys an important position in the global pharmaceutical market. With a large pool of scientists and other professionals, the only way forward is to achieve new heights. Various reports which are in public domain, suggest that the Indian pharma industry is estimated to grow at a greater speed over the next five years and that it will outperform the global pharma industry with a good margin. Indian Companies rank the highest in manufacturing facilities registered with US FDA, compared to other countries.

Spending on medicines globally is expected to grow substantially in the next five years as compared to its absolute growth in the past five years. This growth will mainly come from emerging countries, while the growth from developed countries is expected to be comparatively less. Significant efforts through various schemes are made by these emerging countries to cover more people with health insurance and basic medical services, while millions still have limited access to healthcare facilities. At present, the average spending per person on healthcare is USD 609 in developed counties whereas the same is a meager USD 91 in emerging countries like ours. This indicates huge deficiencies of healthcare facilities to the masses and on other side provides huge opportunities to the pharma industry in India.

The Government of Indiaâs âPharma Vision 2020â is aimed at making India a global leader in end to end drug manufacturing. Affordability and availability of medicines to masses is also aimed at.

Some of the major steps initiated by the Government of India to promote the pharma sector in India are to incentivize bulk drug manufactures, to reduce dependencies on import of API through its âMake in Indiaâ plan, to provide resolution of issues and constraints faced by the pharma industry in India, to support start-ups in R&D in pharmaceutical and biotech industries and to allow FDI up to 100% for manufacturing of medical devices.

Your Company appreciates the vision of the Government of India to enable the Indian Pharma Industry to play a leading role in the global market and to ensure abundant availability, at a reasonable price within the country, with good quality pharmaceuticals for mass consumption.

b. Business Performance, Opportunities and Outlook:

The Indian Pharma Companies are expected to achieve robust growth, driven by consumer spending, rapid urbanization and rising healthcare awareness. Better growth in domestic sales would depend on the ability of companies to allign their product portfolio towards chronic therapies for critical diseases. Schemes like âJan-Aushadhâ and rural healthcare performances are in the focus of the Government of India and are expected to benefit the public at large and also the pharma companies. Invention and new technologies to treat life threatening diseases can be an engine to the robust growth expectation of the Indian Pharmaceutical Sector.

c. Risk, Concerns & Threats:

The pharmaceutical product prices in India are regulated by the National Pharmaceuticals Pricing Authority (NPPA). The NPPA, vide various notifications, declares the ceiling price of the formulations mentioned in the NLEM (National List of Essential Medicines), beyond which the companies are restrained to fix the MRP of their products. The Department of Pharmaceuticals, vide its Notification dated March 10, 2016 has amended Schedule-I of DPCO, 2013 by substituting NLEM 2011 with NLEM 2015. As per this notification, few more products have been brought under price control, while few have been removed. However, the products in price control contribute a very small amount to the total revenue of your Company.

The NPPA had served a show cause notice to your Company alleging that the pricing of a product of the Company was violating the NPPAâs standing order. However, after a personal hearing and detailed submission, the NPPA passed a written order stating that your Companyâs product had not violated the standing order. Subsequently, without having any power to review, the NPPA reviewed its own order, and issued Show Cause Notices and a Demand Notice to your Company. Your Company subsequently filed a writ petition against the demand of NPPA, at the Honâable High Court of Bombay. The matter was settled in favor of your Company. After over a year, the NPPA filed a Special Leave Petition (SLP) demanding Rs. 16.45 crore at the Honâable Supreme Court, where the matter is pending after being admitted for further arguments. DPCO, 1995, explicitly debars the NPPA to review its own order, the very reason cited by the Honâable High Court of Bombay, while quashing the Show Cause Notices and the Demand Notice in their judgment dated 08^th August, 2013 and 26^th September, 2013. Your Company has been legally advised, that based on the facts and merits of the case, the demand raised by the NPPA is not likely to crystallize.

The Ministry of Health and Family Welfare, Government of India, vide its notification dated 10^th March, 2016 banned 344 Fixed Dose Combinations (FDCs) with immediate effect. Many Companies including your Company have challenged the said notifications at the Honâble High Court of Delhi. The Honâble Court has stayed the enforcement of the said notifications and the matter now is sub-judice. Seven products of your Company are affected by the said notifications. The Management is of the opinion that if the said notifications are upheld and come into effect, they will not substantially impact the sales and profitability of the Company.

The constant change in policies by the Government of India and its delays in product approvals have an undesirable effect on the industry.

Any further increase in the number of FDCs banned or in the number of drugs on the National List of Essential Medicines (NLEM) may hamper the profitability of the Company.

d. Internal Control System:

The Senior Management of the Company is committed to maintain and improve the internal control system of the Company which comprises of compliances, risk management, etc.

The Company has formulated various standard operating procedures and policies. Day to day operations are identified and systematically broken down in accordance with the individual activities involved. Adequate Financial Control System comprising of various activities, from recording of transactions to auditing and various informative systems, preparation of financial statements, etc. are directly monitored by the Chief Financial Officer. All statutory and other dues and payments are made within the stipulated time limit. All compliances are taken care of by dedicated software, to enhance the timely compliance process. A robust internal audit system at the registered office, plant and other locations is in place with dedicated employees.

With regard to raw material, packing material and finished goods at the plant and other locations, strong systems are set up through software, to record and monitor each and every movement of such material.

Your Companyâs WHO approval plant and Quality Assurance and Quality Control Department, are equipped with the latest laboratory equipments, instruments and technology, to ensure strict quality compliances of all its products within the Companyâs premises.

e. Research and Development:

Various products, including Fixed Dose Combination products are being developed by your Company, for the Indian and International market at its R&D unit at Sihor. The Government of India renewed the Research and Development Unit status of your

Companyâs R&D Centre, up to 31^st March, 2018.

f. Human Resources:

In our journey towards excellence, we are driven by certain core values - Quality, Stability, Reliability, Trust, Consistency, Courage, Commitment, Team Spirit, Innovation, Integrity, etc. Your Company always strives to uphold these high ethical values. Your Company proactively strategizes the development needs of Jenburktians and explores their talents and strengths to utilize them for the achievement of organization goals.

Workshops were conducted for all levels of employees. âPunaraadhanâ was conducted for Quest & Quest II teams covering Kaizen, transiting from being a Manager to a Leader and Collaborative Leadership. Training programmes were conducted for the sales force and the Head Office staff on a regular basis. Various topics like transactional leadership, new expectation and deliverances and communication skills were covered in these programmes.

During the year, Industrial harmony prevailed in the organization.

g. Sales and Marketing:

Your Company has undertaken expansion in the field, by increasing the number of headquarters to further extend the coverage of practicing doctors.

Your Company believes in optimum reach of potential prescribers so as to increase the yield / productivity per doctor. This will give incremental per capita revenue generation.

Your Company has augmented the training and development efforts for its Managers and the Medical Representatives to help them achieve the sales targets effectively.

Your Company has participated in various national and regional level conferences of Orthopaedicians, Neurologists, Dermatologists and Consultant Physicians. This has helped the Company improve its visibility and build a positive image in the medical fraternity. Your Company also conducts Continuing Medical Education (CME) programmes for doctors on a regular basis.

Your Company periodically launches new products in India and in International markets.

h. International Business:

Your Companyâs business in the International Market is stable and expected to grow steadily. Itâs a highly competitive market. Registration was applied for a few products in some countries and few new products are under the registration process at existing countries. In line with the Companyâs strategy, a new distributor has been appointed in Sri Lanka. Few plant registrations were renewed during the year.

i. Segment-wise Performance:

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

4. Directors and KMP:

Shri Dilip H. Bhuta (DIN:03157252), existing Whole Time Director & Chief Financial Officer is liable to retire 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. He was appointed as the Whole Time Director & Chief Financial Officer of the Company, liable to retire by rotation, for a period of three years from 1^st April, 2016 to 31^st March, 2019, by Members at their 30^th Annual General Meeting held on 8 September, 2015.

Pursuant to section 149, 152 and Schedule IV of the Companies Act, 2013, Shri Bharat V. Bhate (DIN:00112361), Shri Rameshchandra J. Vora (DIN:00112446) and Shri Arun R. Raskapurwala (DIN:00143983) were appointed as Independent Directors on 30^th May, 2014 and Ms. Anjali S. Dalvi, (DIN:03293810) was appointed as an Independent Director on 24^th July, 2015. They all have submitted a declaration stating that each of them meets the criteria of independence. 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 reappointment. The Board of Directors has recommended their re-appointment for the period from the conclusion of the ensuing 31^st Annual General Meeting till the conclusion of the next (32^nd) Annual General Meeting of the Company. They have confirmed their eligibility and also that their re-appointment would be within the prescribed limit under the Companies Act, 2013 and that they are not disqualified for re-appointment. The Auditorsâ Report does not contain any qualification, reservation or adverse remarks. Hence, it is an unmodified opinion in terms of the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

6. Secretarial Auditors:

The Board of Directors has appointed M/s. Nilesh Shah & Associates, Practicing Company Secretary, Mumbai, to carry out the Secretarial Audit of the Company for the Financial Year 2016-17. Their Secretarial Audit Report for the Financial Year 2015-16 is attached to this Report as âAnnexure Aâ. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

7. Cost Auditors:

The Board of Directors has re-appointed M/s. Jagdish R. Bhavsar, Cost Accountants, Mumbai, as the Auditors of the cost records of the Company, for the Financial Year

2016-17. Their fees, as fixed by the Board of Directors of the Company, are to be ratified by the Members at the ensuing 31^st 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 preparation of the Annual Accounts for the Financial Year 2015-16, the applicable accounting standards have been followed;

b. the estimates and judgments relating to Financial Statements have been made on a prudent and reasonable basis, in order to ensure that the Financial Statements reflect, in a true and fair manner, the form and substance of the transactions, and reasonably present the Companyâs 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; and

e. they have laid down internal financial controls which are adequate and operating effectively. The internal auditors have conducted periodic audits of the Companyâs financials;

f. the systems are in place in order 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 the Companies Act, 2013, the extract of Annual Return under MGT-9 is attached to this report as âAnnexure Bâ.

10. Number of Meetings of the Board:

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

11. Companyâs Policy on Directors / Key Managerial Personnelâs Appointment and Remuneration:

a. Policy for selection of Directors and determining Directorsâ independence and

b. Policy on remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel are annexed to this report as âAnnexure C and Dâ, respectively.

12. Particulars of Loans, Guarantees or Investments made by the Company:

During the Financial Year 2015-16, no loan or guarantee was given to any person or body corporate directly or indirectly, by the Company and investments made by the Company are within the limits under Section 186 of the Companies Act, 2013.

13. Particulars of Related Party Transactions u/s 188 of the Companies Act, 2013:

There was no materially significant related party transaction made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, during the year, which may have a potential conflict with the interest of the Company at large.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website at http://jenburkt.com/Other_Info/20152016/Policy%20o n%20RPT .pdf

None of the Directors have any material pecuniary relationships or transactions vis-a-vis the Company. There is no related party transaction, during the Financial Year 2015-16 as covered under Section 188 of the Companies Act, 2013 and rules made there under. Particulars of transactions with related parties entered into at the arm length basis and in ordinary course of business during the Financial Year 2014-15 under Section 188 (1) of Companies Act, 2013 is presented in the prescribed Form No. AOC-2 and is annexed to this Report as âAnnexure-Eâ.

With reference to Listing Agreement and Schedule V of SEBI (Listing Obligations and Disclosure Requirements (LODR)) Regulations 2015, regarding the disclosure about the Companyâs âRelated Party Transactionsâ during Financial Year 2015-16 in compliance with the Accounting Standard on âRelated Party Disclosuresâ:-

The Company does not have any holding or subsidiary Company, hence, this disclosure is not applicable to the Company.

14. Corporate Social Responsibility (CSR) initiative:

A brief note on the CSR policy of the Company and the initiative taken in that regard is set out as âAnnexure-Fâ 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 at www.jenburkt.com.

15. Annual Evaluation:

Pursuant to Schedule-IV and other applicable provisions of the Companies Act, 2013, the Independent Directors carried out evaluation of the Chairman and Managing Director and the Whole Time Director and Chief Financial Officer, in their second separate meeting. They also evaluated the Board as a whole based on criteria as laid down.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, the Board evaluated its own performance, performances of its Committees and also the performances of all the Independent Directors based on set criteria. The Nomination and Remuneration Committee, in terms of Section 178 (2) carried out evaluation of performances of every Director, based on its own criteria.

In pursuance of applicable provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Independent Directors were evaluated individually by the Directors on the Board, excluding the Independent Directors being evaluated.

16. Other Informationâs:

a. Conservation of Energy and Technology Absorption, Foreign Exchange Earnings and Outgoings:

The information on conservation of energy and technology absorption, foreign exchange earnings and outgoings is annexed as âAnnexure Gâ to this report.

b. Development and Implementation of Risk Management Policy:

The Company has formulated a Risk Management Plan and has constituted a Risk Management Committee. The risks are classified in different areas such as competition, compliance, operational risks, etc. These risks are reviewed regularly to mitigate the same.

c. Employeeâs 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 âAnnexure Hâ.

17. Report on Corporate Governance:

A brief report on the Corporate Governance and the Auditorâs certificate thereof is included separately in this Annual Report.

18. Green Initiative:

Your Directors support the green initiative measures taken by the Ministry of Corporate Affairs and Securities and by the Exchange Board of India in order to be a part of the green initiative and to help in conserving trees for a greener India. With the active cooperation of all the shareholders, your Company shall be able to disseminate to you all the requisite documents and information electronically, i.e. through e-mails and to make payments of dividend directly into your bank accounts. Members are requested in this regard to:

a. Register their e-mail address by filling in and signing the form attached at the end of this Report and submit with RTA/Company (for shares held in physical form) or with your Depository Participant (for shares held in demat form), as the case may be and

b. To provide / update your bank details, for crediting dividend amount directly into your bank account through National Automated Clearing House (NACH). A separate form is attached in this regard, to be filled in and duly signed and sent to the RTA / Company.

Kindly note that it is mandatory for the Company to mention your bank details on the dividend warrant / cheque, where NACH details are not registered with the Company / RTA.

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 Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for sheltered disclosure by the Directors / Employees of the Company, is in place. No event had occurred, during the year, invoking the Policy. No personnel were denied access to the Audit Committee. A Policy of the Company in this regard is uploaded on the website of the Company at www.jenburkt.com.

20. Audit Committee:

The Audit Committee of the Company 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 forms a 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 financial control and their adequacy in the Management Discussion and Analysis, in the Directorsâ Report.

22. Award and Recognition:

Your Company was awarded âIndiaâs Most Promising & Valuable Company 2015â by pharma leaders at their 8^th Annual Pharmaceuticals Leadership Summit & Pharma Leader Business Leadership Awards 2015. This function was held at Mumbai in December 2015. As selected by the jury of pharma leaders, a Certificate of excellence was also presented to the Company in recognition of outstanding and remarkable achievements in business leadership.

23. 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 the Companyâs operations in future. However, a legal matter with National Pharmaceutical Pricing Authority at Honâble Supreme Court and five writ petitions against Government of India at Honâble Delhi High Court are pending, details of which are mentioned herein above.

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

6. As informed by the RTA, no shares are lying with them which are under demat suspense account or unclaimed suspense account, in terms of Schedule-V- Clause-F of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. Cautionary Statement:

Certain statements in this Report that pertain particularly to Management Discussion and Analysis may contain contents 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 Companyâs operations such as Government Policies, local, political and economic development, risks inherent to the Companyâs growth and such other factors.

25. 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 and also place on record the sincere support of the stakeholders, in particular the shareholders, customers and 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, 30^th May, 2016

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. ÂANUBANDH" - 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 Âgoing 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 Â 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, 2011

Dear Members,

The Directors are pleased to present the 26th Annual Report along with the Audited Accounts for the year ended 31st March, 2011.

1. FINANCIAL PERFORMANCE :

PARTICULARS 31-3-2011 31-3-2010

Sales and other income 5818.79 5259.88

Profit before depreciation, 1059.40 707.89 interest and tax

Profit before tax 908.97 572.71

Net Profit after tax 601.52 377.89

Profit Available for appropriation 1103.40 692.00

Appropriations :

Dividend 162.73 139.48

Dividend Tax 27.03 23.70

Transfer to General Reserves 60.15 37.79

Balance c/f to Balance Sheet 853.50 491.03

The total revenue of the Company for the Financial Year 2010-11 rose by 10.63% to Rs. 5818.79 lacs from Rs. 5259.88 lacs registered last year. However, the net profit jumped substantially, by 59.18% amounting to Rs.601.52 lacs from Rs. 377.89 lacs registered last year. A focussed approach of the Company on specialised high value products with high margin has yielded a substantial improvement in the bottom line figures.

2.DIVIDEND :

Your Directors recommend a dividend of Rs. 3.50 per equity share of Rs. 10/- each, subject to approval of shareholders at the ensuing Annual General Meeting. Outof the profits, an amount of Rs. 189.76 lacs will be utilized towards payment of dividend and tax thereon.

3.MANAGEMENT DISCUSSION & ANALYSIS REPORT:

a.Manufacturing Facility:

The modern Sihor Plant has now been approved by nearly 13 countries for sourcing their pharmaceutical requirements. This itself exhibits our adherence in meeting the current international standards of Current Good Manufacturing Practices (cGMP).

The upgradation and expansion of the quality assurance / quality control department and of construction of a new warehouse has already begun in the last financial year.

b. Industry Structure and Development:

The Indian pharmaceutical sector is currently the largest amongst the developing nations. The current momentum of growth of the pharmaceutical market in India indicates its rapid expansion in the near future. With an effective business model of the Indian pharmaceutical companies coupled with comparative cost advantages, the industry is poised to be at the centrestage of the global pharmaceutical market. The better growth of domestic companies in India, compared to multi-national companies, is a matter of encouragement for all pharmaceutical companies in India, to enter global markets and explore possibilities of mergers and acquisitions.

c.Business Performance, Opportunities and Outlook:

The changing demographic and disease profile, is one of the growth drivers of the pharmaceutical sector in India. The Ãlifestyle diseaseÃ is on the rise and the rising income of the people and the ever increasing population complements these diseases. The chronic segment is becoming more focused than ever. Currently, the Indian pharmaceutical companies are ranked very high, globally. This is due to the quality, the technology and the products ranging - from simple pills to complex compounds. Their role is very vital in the field of medicines, for promoting and sustaining the industry. Your company sees great opportunities ahead after registering its products in almost 13 countries. Registration in many more countries is under process. A report titled ÃIndian Pharmaceutical 2020 propelling access and acceptance, realizing the potentialÃ by Mckinsey & Co., interalia, state that the Indian Pharmaceutical market is expected to reach US$ 55 billion in 2020 at a normal growth rate. It could reach US$70 billion in same year, in an aggressive growth scenario. The growth of the pharmaceutical formulation industry in India will augur well for your Company. The benefits of the Research & Development division and of the introduction of new drugs will provide an impetus to the growth of the Company.

d. Risk Concerns & Threats :

Currently, financial conditions are in a negative zone through out the world. This has led to a threat of a broad recession. The pharmaceutical industry, like any other major industry is also at a risk of degenerating or growing at a very slow pace. Pricing and regulatory pressures, inflations, Government Policies etc. are major concerns in the Indian pharmaceutical market space. Your Company, as it has done in past, is confident of surviving these concerns and is capable of meeting changing market dynamics.

e.Internal Control and System:

Your Company is committed to conduct its business with integrity and with high standards of ethical behavior. It sincerely strives to comply with the laws and regulations that governs its business.

A framework of internal controls in operations and self audits are the initiatives taken by the Company to ensure adherence to the system.

A process of internal audit also keeps a check on the sufficiency of internal control and systems.

f.Rating and Award:

For the fourth year in succession, your Company has received the highest CRISIL rating viz. ÃSE1AÃ, indicating ÃHighest Performance Capability and High Financial StrengthÃ.

Your Company received the prestigious National Award for excellence in Cost Management, for the year 2009. Your Company was honoured with the 1st rank award by the Institute of Cost and Works Accountants of India (ICWAI) in the category of Manufacturing (Private Sector- small). The award was given by the Honorable Minister of State for Corporate Affairs, Mr. Salman Khurshid at a grand function held at New Delhi on Thursday, 8th July, 2010.

g.Regulatory Approvals:

Your Company's Sihor Plant has been approved by the regulatory authorities of nearly 13 countries. Last year, the Plant was approved by the authorities from Uganda. The authorities are now more vigilant throught out the world. Also compliance is getting stricter.

h.Human resources:

"Udaan", "Utkarsh" and "Bonds of Affection" were important developmental programmes, arranged for both the QUEST teams and for an entire support staff at the corporate office. Apart from the above, periodic training is provided to the members of the field force. Also, to impart adequate training and to keep abreast with times, individuals are encouraged to participate in various seminars, workshops and conferences. Constant endeavor is made by your Company to provide a conducive environment for people to participate to stretch beyond their professional obligation towards the growth of the Company. Managing the Human Resource will remain a big challenge in the time to come.

i.Sales and Marketing :

Your Company continues to pursue in moving up the value chain. The increasing focus on long term therapies in acute and chronic ailments has contributed towards the improved bottom line.

The proposed new products are also in line with a focus on acute and chronic ailments.

Your Company continues to participate in various national and state level conferences and conducts medical camps for the benefits of the patients.

j.Formulation Development Centre :

Your Company's formulation development centre is a Research and Development unit recognised by the Department of Scientific and Industrial Research, Ministry of Science and Technology, Government of India.

A significant number of products are under development, especially in the area of solid dosage drug delivery systems.

The areas in which work is being done are Pain Management, Anti Diabetic and Anti Inflammatory.

k. Information Systems :

Experiencing process streamlining and cost reduction with successful ERP implementation, your Company proposes to invest significantly in the areas of Laboratory Information Management System and Field Force Reporting System.

l .Segment-wise performance :

Jenburkt operates exclusively only in one segment - pharmaceutical formulations.

4. DIRECTORS :

Shri Uttam N. Bhuta and Shri Arun R. Raskapurwala retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

A brief resume of the Directors proposed to be re- appointed, is set up in the section of Corporate Governance, as stipulated under Clause 49 of the listing agreement with the Bombay Stock Exchange Ltd.

5.AUDITORS AND AUDITORSÃ REPORT :

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 a certificate under Section 224(1B) of the Companies Act, 1956 of their eligibility for re-appointment.

6.COST AUDIT REPORT :

M/s. Jagdish R. Loliyani, Cost Accountants, Mumbai are re-appointed as the Cost Auditors of the Company for the Financial Year 2011-12, subject to the approval of the Central Government. Form 23C of their appointment has already been filed with MCA, after receiving their certificate under Section 224 (1B) of the Companies Act, 1956 for their eligibility for re-appointment.

The Cost Audit Report for the F.Y. 2009-10 was filed on 6th September, 2010. It was to be filed on or before 30th September, 2010. The Cost Audit Report for the F.Y. 2010-11 will be filed on or before 30th September, 2011.

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 forming 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 DirectorsÃ 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 2010-11, the applicable accounting standards have been followed and no material departures have been made from the same.

b) 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 2010-11, 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 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 of the Ministry of Corporate Affairs. With the active co- operation of all the shareholders, we shall be able to disseminate all the requisite documents and informations electronically i.e. through e-mails. A detailed note is attached herewith seeking response of the members to register their e-mail IDs, in order to be a part of the green initiative and to help in conserve 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. Your director also extend their gratitude to the support extended by all stakeholders viz. Government Authorities, Banks, Stockists, Members and independent Directors of the Company.

For and on behalf of the Board

Uttam N. Bhuta Chairman and Managing Director

Mumbai, 25th June, 2011

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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