Mar 31, 2025
The financial performance of the Company for FY 2025 is summarised below:
(''/Million)
other products. Jubilant Ingrevia
Limited has a fast-growing Custom
Development and Manufacturing
business (CDMO) serving pharma,
agrochemicals and semi-conductor
sectors. The Company serves
customers in US, EU, Japan, Middle
East, Southeast Asia and other
geographies, in addition to domestic
market from its 50 plants across 5
manufacturing facilities in India with a
workforce of over 2,100 employees.
Its three R&D centres employ over
145 scientists working on cutting-edge
research and innovation.
Jubilant Ingrevia is a Responsible
Care certified Company and ranked
highly in global ESG indices such
as Ecovadis and Dow Jones
Sustainability Index. In 2024, Jubilant
Ingrevia Limited was also recognised
by the World Economic Forum
(WEF) and entered its prestigious
Global Lighthouse Network (GLN) for
deployment of 4IR technologies.
|
Particulars |
Standalone For the year ended March 31 |
Consolidated For the year ended March 31 |
||
|
2025 |
2024 |
2025 |
2024 |
|
|
Revenue from operations |
39,412 |
39,872 |
41,776 |
41,358 |
|
Total operating expenditure |
34,665 |
35,843 |
36,585 |
37,147 |
|
Earnings before Interest, Taxes, Depreciation and |
4,747 |
4,029 |
5,191 |
4,211 |
|
Other income |
810 |
355 |
378 |
353 |
|
EBITDA |
5,557 |
4,384 |
5,569 |
4,564 |
|
Depreciation and amortisation expense |
1,473 |
1,331 |
1,576 |
1,362 |
|
Finance costs |
651 |
663 |
556 |
526 |
|
Exceptional items |
- |
- |
- |
- |
|
Share of profit/(loss) of an associate |
- |
- |
- |
- |
|
Profit before tax |
3,433 |
2,390 |
3,436 |
2,676 |
|
Total tax expense |
799 |
766 |
924 |
847 |
|
Profit after Tax (PAT) Attributable to: |
2,634 |
1,624 |
2,512 |
1,829 |
|
- Owners of the company |
2,634 |
1,624 |
2,512 |
1,829 |
|
- Non-controlling interests |
- |
- |
- |
- |
|
Other comprehensive income |
-21 |
-10 |
18 |
35 |
|
Total comprehensive income for the year |
2,613 |
1,614 |
2,530 |
1,864 |
|
Balance in Retained earnings at the beginning |
9,121 |
8,291 |
12,607 |
11,577 |
|
Profit for the year (attributable to owners of the |
2,634 |
1,624 |
2,512 |
1,829 |
|
Re-measurement of defined benefit obligations |
-21 |
-10 |
-22 |
-11 |
|
Dividend |
-796 |
-796 |
-799 |
-790 |
|
Issue of equity shares by Trust on exercise of stock |
44 |
12 |
26 |
2 |
|
Balance in Retained earnings at the end of the year |
10,982 |
9,121 |
14,324 |
12,607 |
Your Directors are pleased to present the
6th (sixth) Report together with the Audited
Standalone and Consolidated Financial
Statements for the financial year (âFY'')
ended March 31,2025.
Jubilant Ingrevia Limited (the
âCompany'' or âJubilant Ingrevia'') is
a globally integrated Life Sciences
& Specialty Chemicals company,
serving Pharmaceutical, Nutrition,
Agrochemical, Consumer and
Industrial customers. It has a portfolio
of over 130 products and customized
solutions that are innovative, cost-
effective and conform to global
quality standards.
It has over 40 years of legacy in the
chemicals industry and is amongst
the top players globally in Pyridine &
Picolines, Pyridine derivatives, Acetic
Anhydride, Vitamin-B3 and many
In FY 2025, on a standalone basis,
your Company recorded total revenue
from operations '' 39,412 million as
against ?39,872 million in FY 2024.
EBITDA stood at '' 5,557 million with
EBITDA margins at 14 % in FY 2025
as against EBITDA of '' 4,384 million
with EBITDA margins at 11 % in
FY 2024 and PAT was '' 2,634 million
in FY 2025 as against '' 1,624 million
in FY 2024.
The Consolidated Financial
Statements, prepared in accordance
with the provisions of the Companies
Act, 2013, (the âAct''), the Securities
and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015
(the âListing Regulations'') and Indian
Accounting Standards (Ind-AS) as per
the Companies (Indian Accounting
Standards) Rules, 2015 notified under
Section 133 of the Act form part of the
Annual Report.
On a consolidated basis, your
Company reported revenue from
operations '' 41,776 million in
FY 2025 as against '' 41,358 million in
FY 2024, EBITDA was '' 5,569 million
in FY 2025 as against '' 4,564 million
in FY 2024 and PAT was '' 2,512
million in FY 2025 as against '' 1,829
million in FY 2024.
iii. Performance Review
During FY 2025, the segment revenue
from the Specialty Chemicals was
'' 18,180 million as against '' 15,855
million in FY 2024, Nutrition and Health
Solutions was '' 7,473 million in FY
2025 as against '' 6,800 million in FY
2024 and Chemicals Intermediates
revenue was '' 16,123 million in
FY 2025 as against ?18,703 million in
FY 2024. The overall EBITDA in
FY 2025 was '' 5,569 million as against
'' 4,564 million in FY 2024 translating
to EBITDA margin of 13 % in FY 2025
as against 11 % in FY 2024.
The net profit attributable to the
owners of the Company was '' 2,512
million in FY 2025 as against '' 1,829
million in FY 2024 and the basic EPS
stood at '' 15.89 (Diluted '' 15.84 ) in
FY 2025 as against '' 11.56 (Diluted
'' 11.55) in FY 2024.
A detailed note on Performance
Review is given under âManagement
Discussion and Analysis Report''.
3. PARTNERED WITH O2
RENEWABLE ENERGY
XVIII PRIVATE LIMITED
(âO2 ENERGYâ) FOR
ACQUISITION OF UPTO
28% STAKE
The Company partnered with O2
Renewable Energy XVIII Private
Limited, a group company of O2
Power SG PTE. Ltd., Singapore, a
leading renewable energy developer
for acquisition of upto 28% stake
for purchase of renewable energy
power generated from the Captive
Generating Plant. This partnership
marks a significant step for the
Company towards establishing
renewable energy power generation
using hybrid open access through
solar and wind sources. The Company
aims to access renewable energy
through a captive arrangement,
fulfilling the Company''s power
requirements and meeting its
increasing demand from green
energy to power its manufacturing
facilities at Gajraula, Uttar Pradesh
and Savli, Gujarat. This represents an
important milestone in the Company''s
sustainability journey by reducing
dependence on non-renewable
energy sources and reducing its
carbon footprint. Up till March 31,
2025, the Company has acquired
19.97% stake in O2 Renewable
Energy XVIII Private Limited.
Further, in FY 2025, the Company
through its subsidiary company,
Jubilant Infrastructure Limited (âJILâ),
entered into a strategic partnership
with O2 Renewable Energy III Private
Limited to enhance Companyâs Special
Economic Zone (SEZ) manufacturing
facility located in Bharuch, Gujarat.
This initiative advances the Companyâs
commitment to clean energy adoption,
complementing our previous efforts at
the Savli and Gajraula manufacturing
sites.
Our ongoing collaboration with O2
Power is a testament to our dedication
to sustainability and responsible
business practices. The agreement for
the Bharuch facility ensures that 50%
of its total power requirements will be
sourced from renewable energy, which
will be integrated into its operations.
With this agreement in place, over
35% of Jubilant Ingreviaâs total energy
needs across all manufacturing
units will now be fulfilled through
renewable sources. This initiative not
only supports our goal of reducing
our carbon footprint but also plays a
vital role in propelling India''s transition
toward clean and sustainable energy,
all while delivering long-term value to
our stakeholders.
4. ACQUISITION OF SHARES
OF FORUM I AVIATION
PRIVATE LIMITED (âFAPLâ)
During FY 2025, JIL, a wholly owned
subsidiary of the Company has
acquired 6.67% equity Share of FAPL.
Post-acquisition, JIL holds 15.79%
equity shares of FAPL.
5. TRANSFER TO RESERVES
During the financial year, no amount
was transferred to general reserves by
the Company.
6. DIVIDEND
Your Directors are pleased to
recommend a final dividend of
'' 2.50 (250%) per equity share of
'' 1 each, which if approved at the
ensuing Annual General Meeting
(âAGMâ), will be paid to all those
Equity Shareholders of the Company
whose names appear in the Register
of Members and whose names
appear as beneficial owners as per
the beneficiary list furnished for
the purpose by National Securities
Depository Limited (âNSDLâ) and
Central Depository Services (India)
Limited (âCDSLâ) as on record date i.e.
Friday, July 25, 2025.
Additionally, during the year, the
Board of Directors of the Company
declared an interim dividend of
'' 2.50 (250%) per equity share at its
Board Meeting held on January 28,
2025. The total dividend for the year
would be '' 5 (500 %) per equity share
aggregating to '' 796 million (Rupees
seven hundred and ninety-six million
only).
Your Company believes in maintaining
a fair balance between cash retention
and dividend distribution. Cash
retention is required to finance
acquisitions and future growth
and also as a mean to meet any
unforeseen contingencies. Pursuant
to Regulation 43A of the Listing
Regulations the Company has
formulated its Dividend Distribution
Policy which specifies the financial
parameters, internal and external
factors that are to be considered by
Board while declaring a dividend.
Dividend Distribution Policy is
uploaded on the website of the
Company which can be accessed
at https://www.iubilantingrevia.com/
investors/corporate-governance/
policies-and-codes/dividend-
distribution-policy
In view of the changes made under
the Income Tax Act, 1961, by the
Finance Act, 2020, dividends paid
or distributed by the Company
shall be taxable in the hands of the
Shareholders.
The Company shall, accordingly,
make the payment of the final
dividend after deduction of tax at
source (TDS).
7. CHANGE IN NATURE OF
BUSINESS
During FY 2025, there was no change
in the nature of Company''s business.
8. CAPITAL STRUCTURE
(a) Share Capital
During the financial year, there was
no change in the authorised share
capital of the Company. As on March
31,2025, the subscribed, issued and
paid-up share capital of the Company
stood at '' 159.28 million comprising
159.28 million equity shares of
'' 1 each.
Further, during the financial year, the
Company has not raised the funds
through preferential allotment or
qualified institutions placements.
(b) Employees Stock Option Plan
and General Employee Benefits
Scheme
The Company has âJubilant
Ingrevia Employees Stock Option
Plan 2021â (âESOP-2021â) and a
General Employee Benefits Scheme
namely âJubilant Ingrevia General
Employee Benefits Scheme-2021â
(âJIGEBS-2021â) (collectively referred
as âSchemesâ) for the employees
of the Company and its subsidiary
companies. These Schemes aims to
attract and retain talented employees,
motivate them with incentives and
rewards, achieve sustained growth
and shareholder value by aligning
employee interests with long-term
wealth creation, and foster a sense of
ownership and participation among
employees.
ESOP-2021 and JIGEBS-2021,
instituted by the Company, are in
compliance with SEBI (Share Based
Employee Benefits and Sweat
Equity) Regulations, 2021 (âSEBI
ESOP Regulationsâ). Disclosures
in compliance with SEBI ESOP
Regulations, are uploaded on
the website of the Company at
https://www.jubilantingrevia.com/
investorsfinancials/annual-reports
The certificate from the Secretarial
Auditor on the implementation of the
ESOP-2021 and JIGEBS-2021 in
accordance with Regulation 13 of the
SEBI ESOP Regulations, has been
uploaded on the Company''s website
at https://www.jubilantingrevia.com/
investors/financials/annual-reports.
Furthermore, the Company has
adhered to the applicable accounting
standards in this regard.
During the year under review, the
Company did not provide any loans
to its employees for the purchase of
Company''s shares.
9. SUBSIDIARIES,
ASSOCIATE AND JOINT
VENTURE COMPANIES
Highlights of performance of
subsidiaries & associate companies
and their contribution to the overall
performance of the Company during
the period under report is provided
in note no. 46 to the consolidated
financial statements. The Company
does not have any joint venture. A
separate statement containing the
salient features of financial statements
of subsidiaries and associates of
the Company in the prescribed form
AOC-1 forms a part of consolidated
financial statements, in compliance
with Section 129(3) and other
applicable provisions, if any, of the Act
read with the rules issued thereunder.
Brief particulars of the subsidiaries
and associate companies on a stand¬
alone basis are given below:
(i) Jubilant Infrastructure
Limited (âJILâ)
JIL, a wholly owned subsidiary of the
Company has developed a sector
specific Special Economic Zone
(âSEZâ) for chemicals in Gujarat
with the best-in-class infrastructure
facilities and utility Plants like boiler,
effluent treatment, incinerator, roads
and DM water. The construction of
a Captive Power Plant of 10MW
with 98TPH high pressure boiler will
be completed by FY 2026. This will
facilitate meeting out the requirement
of steam & power of JIL, Jubilant Agro
Sciences Limited (âJASLâ) and Jubilant
Ingrevia at optimized cost.
JIL has three units of Jubilant Ingrevia
and one unit of JASL in SEZ.
Total income of JIL during the FY 2025
was ?2,158 million as against '' 2,117
million in FY 2024.
(ii) Jubilant Agro Sciences Limited
JASL, a wholly owned subsidiary of
the Company, has set up its Crop
protection chemicals and Agro active/
intermediates manufacturing facilities
in Bharuch.
During FY 2025, JASL has entered
into an agreement for Contract
Manufacturing of an Agro intermediate
with a leading Agrochemical Company
to produce an Agro Intermediate for
one of the key Agro actives of the
Customer.
Total income of JASL during FY 2025
was '' 126 million as against '' 30
million for FY 2024.
(iii) Jubilant Ingrevia (USA)
Inc. (âJI-USAâ)
JI-USA, incorporated in Delaware-
USA, is a wholly owned subsidiary
of the Company. The name of the
company was changed from Jubilant
Life Sciences (USA) Inc. to Jubilant
Ingrevia (USA) Inc. effective from April
17, 2025. JI-USA undertakes sales,
distribution and business transactions
of the Company''s products in
Americas.
Total income of JI-USA during
FY 2025 was '' 3,124 million as against
'' 2,404 million reported for FY 2024.
(iv) Jubilant Life Sciences
International Pte. Limited (âJLSILâ)
JLSIL, incorporated in Singapore,
is a wholly owned subsidiary of the
Company.
Total income of JLSIL during
FY 2025 was '' 70 million as against
'' 65 million reported for FY 2024.
(v) Jubilant Life Sciences (Shanghai)
Limited (âJLS-Shanghaiâ)
JLS-Shanghai, incorporated in China,
is a wholly owned subsidiary of
Jubilant Life Sciences International
Pte. Limited, Singapore (JLSIPL).
It undertakes sales, distribution
and business transactions of the
Company''s products in China.
Total income of JLS-Shanghai during
FY 2025 was '' 945 million as against
'' 901 million reported for FY 2024.
(i) Jubilant Life Sciences NV
(âJLS NVâ)
JLS NV is a wholly owned subsidiary
of the Company. It undertakes sales,
distribution and business transactions
of the Company''s products in the
European markets. Total income of
JLS NV during FY 2025 was
'' 5,798 million as against '' 6,030
million reported for FY 2024. As on
March 31,2025, the Company JLS
NV was material subsidiary as per
|
S. No. |
Name |
Date of |
Place of |
Name of Statutory Auditors |
Date of |
|
1 |
Jubilant Life Sciences NV |
July 12, 2013 |
Belgium |
VRC Bedriifsrevisoren |
Since incorporation |
policies-and-codes/policy-for-
determinina-material-subsidiaries.
Details of material subsidiary including
the date and place of incorporation
and the name and date of
appointment of the statutory auditors
of JLS NV are stated below:
till the conclusion of the 6th AGM to be
held in the year 2025.
Accordingly, M/s Walker Chandiok
& Co LLP would be completing their
first term as the Statutory Auditors
of the Company at ensuing AGM.
On the recommendation of the Audit
Committee, the Board of Directors
of the Company recommended re¬
appointment of M/s Walker Chandiok
& Co LLP, Chartered Accountants
(Firm Registration No. 001076N/
N500013), as the Statutory Auditors
of the Company for a second term
of 5 (five) years, till the conclusion
of the 11th AGM of the Company to
be held in the year 2030. M/s Walker
Chandiok & Co LLP, being eligible,
have consented to act as the Statutory
Auditors of the Company for the
second term of 5 (five) years.
M/s. Walker Chandiok & Co. LLP
have confirmed that they are not
disqualified from continuing as
Statutory Auditors of the Company
and satisfy the prescribed eligibility
criteria.
The Report given by the Statutory
Auditors on the financial statements
of the Company is part of this Annual
Report. The said Report was issued
by the Statutory Auditors with an
unmodified opinion and does not
contain any qualification, reservation,
adverse remark or disclaimer. During
the year under review, the Auditors
have not reported any instances of
fraud under Section 143(12) of the
Act and therefore disclosure of details
under Section 134(3)(ca) of the Act is
not applicable.
the parameters laid down under the
Listing Regulations, as amended.
The Company''s policy on material
subsidiaries can be accessed at
https://www.iubilantinarevia.com/
investors/corporate-governance/
Your Company holds 37.98% of
equity share capital of MVFPL on a
fully diluted basis through conversion
of existing Convertible Preference
shares into Equity Shares as well as
through subscription of Equity Shares
on rights basis.
MVFPL is engaged in the
development and manufacturing of
plant-based meat analogues and soya
chaap products and mainly markets
its products in India. This is a growing
segment in the domestic market with
potential for scale up.
Your Company holds 26% of equity
share capital of AMP Energy. The
Company has entered into a Power
Purchase Agreement (âPPA'') with AMP
Energy to procure 100% of the output
of solar energy produced for next 20
years as per the rates negotiated in
the agreement. During the year the
Company sourced the Power as per
the PPA.
In terms of provisions of Section 139
of the Act, M/s. Walker Chandiok &
Co LLP, Chartered Accountants (Firm
Registration No. 001076N/N500013),
were appointed as Statutory Auditors
of the Company, for a term of 5 (five)
consecutive years from the conclusion
of 1st Annual General Meeting (AGM)
In terms of Section 134 of the Act
read with Rule 8 of the Companies
(Accounts) Rules, 2014, the cost
accounts and records are prepared
and maintained by the Company
pursuant to the provisions of Section
148(1) of the Act.
Pursuant to Section 148 of the Act
read with the Companies (Cost
Records and Audit) Rules, 2014,
the Central Government has
prescribed audit of cost records for
certain products. Accordingly, the
Company carries out cost audit of its
products. The Cost Audit Report for
FY 2024 was filed with Ministry of
Corporate Affairs.
Based on the recommendations of
the Audit Committee, the Board of
Directors have re-appointed M/s
J. K. Kabra & Co., Cost Accountants,
as Cost Auditors of the Company to
conduct cost audit for FY 2026. M/s
J. K. Kabra & Co., being eligible, have
consented to act as the Cost Auditors
of the Company for FY 2026.
The Board of Directors on the
recommendation of the Audit
Committee have approved the
remuneration payable to Cost
Auditors. In terms of Section 148 of
the Act and rules made thereunder.
Members are requested to consider
the ratification of remuneration
payable to M/s J.K. Kabra & Co., Cost
Accountants for FY 2026.
The Cost Audit Report issued for
FY 2025, does not contain any
qualification, reservation, or adverse
remark. During the year under review,
the Cost Auditors have not reported
any instances of fraud under Section
143(12) of the Act and therefore
disclosure of details under Section
134(3)(ca) of the Act is not applicable.
For further details on the proposed
ratification of remuneration payable to
the Cost Auditors, please refer to the
Notice of the 6th AGM.
In terms of provisions of Section 204
of the Act, read with the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014,
the Board of Directors (the Board),
at its meeting held on October 22,
2024, had appointed M/s Sanjay
Grover & Associates, Company
Secretaries (Firm Registration No.:
P2001DE052900, Peer Review
Certificate No.: 4268/2023) to conduct
the Secretarial Audit for FY 2025.
The Secretarial Audit Report and
Secretarial Compliance Report
for FY2025, does not contain any
qualification, reservation, or adverse
remark. During the financial year, the
Secretarial Auditors have not reported
any instances of fraud under Section
143(12) of the Act and therefore
disclosure of details under Section
134(3)(ca) of the Act is not applicable.
The Secretarial Audit Report for
FY2025 is annexed to this report as
Annexure -1.
The Board, at its meeting held
on May 13, 2025, based on the
recommendation of the Audit
Committee, has considered,
approved, and recommended to
the Members of the Company the
appointment of M/s. DMK Associates,
Company Secretaries (Firm
Registration No.: P2006DE003100,
Peer Review Certificate No.:
(6896/2025) as Secretarial Auditors of
the Company.
The proposed appointment is for a
term of 5 (five) consecutive years
from FY 2026 to FY 2030, on payment
of such remuneration as may be
mutually agreed upon between the
Board and the Secretarial Auditors
from time to time.
M/s. DMK Associates, Company
Secretaries have confirmed that
they are not disqualified from being
appointed as the Secretarial Auditors
of the Company and satisfy the
prescribed eligibility criteria.
For further details on the proposed
appointment of Secretarial Auditors,
please refer to the Notice of the
6th AGM.
The Company has generally complied
with all the applicable provisions of
Secretarial Standard on Meetings
of Board of Directors (SS-1) and
Secretarial Standard on General
Meetings (SS-2), respectively issued
by Institute of Company Secretaries
of India.
As on the date of this Annual Report,
the Board comprises a diverse mix
of Executive and Non-Executive
Directors including Independent
Directors.
Change in Directorate
» Mr. Chandan Singh Sengar (DIN:
09657339), Co - CEO & Whole
time Director superannuated
from the services of Company
effective from close of business
hours of October 31,2024. The
Board places on record its sincere
appreciation for his contribution
towards the success of the
Company, during his tenure as Co-
CEO & Whole-time Director of the
Company.
» The Board on recommendation of
the Nomination, Remuneration &
Compensation Committee (âNRC'')
of the Company, appointed Mr.
Vijay Kumar Srivastava (DIN:
07381359) as Chief of Operations
& Whole-time Director of the
Company effective from November
1,2024 for a period of 5 years. The
appointment was duly approved
by the members of the Company
through postal ballot on January
21,2025.
» Mr. Arjun Shanker Bhartia (DIN:
03019690) resigned as Director
on the Board of the Company
effective from July 31,2025. The
Board places on record its sincere
appreciation for his contribution
towards the success of the
Company during his tenure as
Director of the Company.
» In terms of the applicable
provisions of the Act and the
Articles of Association of the
Company, Mr. Hari S Bhartia (DIN:
00010499) and Mr. Deepak Jain
(DIN: 10255429), are liable to retire
by rotation at the ensuing AGM and
being eligible have offered their
candidature for re-appointment.
The re-appointment of directors
liable to retire by rotation has been
recommended to the Board by the
NRC.
» The Board on recommendation
of the NRC, appointed Ms. Aashti
Bhartia (DIN 02840983) as an
Additional Director of the Company
effective from August 1, 2025.
She holds office up to the date
of ensuing AGM of the Company
and is eligible for appointment
as a Director of the Company.
A resolution proposing her
appointment will be placed before
the shareholders for their approval.
The appointment of Ms. Aashti
Bhartia, director liable to retire by
rotation, has been recommended
to the Board by the NRC.
» Ms. Sudha Pillai (DIN: 02263950),
Mr. Sushil Kumar Roongta
(DIN: 00309302), Mr. Arun Seth
(DIN: 00204434), Mr. Pradeep
Banerjee (DIN: 02985965), Mr.
Siraj Azmat Chaudhry (DIN:
00161853) were appointed as
Non-Executive Independent
Directors of the Company for
a term of 5 (Five) consecutive
years, i.e., from February 6,
2021 to February 5, 2026. It is
proposed to reappoint them for
a second term with effect from
February 6, 2026 up to February
5, 2031. The NRC and the Board
of Directors of the Company
have, vide resolutions passed
at their respective Meetings on
May 13, 2025, recommended and
approved, the re-appointment of
Ms. Sudha Pillai (DIN: 02263950),
Mr. Sushil Kumar Roongta (DIN:
00309302), Mr. Arun Seth (DIN:
00204434), Mr. Pradeep Banerjee
(DIN: 02985965), Mr. Siraj Azmat
Chaudhry (DIN: 00161853) as
the Non-Executive Independent
Directors of the Company in terms
of applicable provisions of the
Listing Regulations, Sections 149,
150 and 152, Schedule IV and
other applicable provisions, if any,
of the Act read with the Companies
(Appointment and Qualification of
Directors) Rules, 2014 (including
any statutory amendment(s)
or modification(s) thereto or
enactment(s) or re-enactment(s)
thereof for the time being in force),
to hold office for the second
consecutive term commencing
from February 6, 2026 to February
5, 2031, not liable to retire by
rotation, subject to the approval
of the Members. The Company
has received the consents from
Ms. Sudha Pillai (DIN: 02263950),
Mr. Sushil Kumar Roongta (DIN:
00309302), Mr. Arun Seth (DIN:
00204434), Mr. Pradeep Banerjee
(DIN: 02985965), Mr. Siraj Azmat
Chaudhry (DIN: 00161853) and also
their declarations confirming that
they are not disqualified from being
re-appointed as Directors in terms of
Section 164 of the Act and that they
meet the criteria of independence
as provided under Section 149(6) of
the Act as well as Regulation 16(1)
(b) of the Listing Regulations. They
have also confirmed that they are
not debarred from holding office of
Director by virtue of any SEBI order
or any such authority.
In compliance with Section 150 of the
Act, read with Rule 6 of the Companies
(Appointment and Qualification of
Directors) Rules, 2014, the details of
all the Independent Directors have
been registered with the databank
maintained by the Indian Institute of
Corporate Affairs (IICA). Further, all the
Independent Directors have passed the
online proficiency self-assessment test
conducted by IICA except those who
have been exempted by the Act.
In the opinion of the Board, the
Independent Directors of the Company
are persons of high repute, integrity
and possesses the relevant expertise
and experience in the respective fields.
They fulfil the conditions specified in the
Act, Rules made thereunder and Listing
Regulations and are independent of the
management.
None of the Directors on the Board of
the Company has been debarred or
disqualified from being appointed or
continuing as directors of companies
by the Securities and Exchange Board
of India, Ministry of Corporate Affairs or
any other statutory authority.
Brief resume, nature of expertise,
disclosure of relationship between
Directors inter-se, details of
directorships and committee
membership held in other companies
of the Directors proposed to be
appointed/re-appointed, along with
their shareholding in the Company, as
stipulated under Secretarial Standard
2 and Regulation 36 of the Listing
Regulations, is appended as an
Annexure to the Notice of the 6th AGM.
Pursuant to the provisions of Section
203 of the Act, Mr. Deepak Jain, CEO
& Managing Director, Mr. Vijay Kumar
Srivastava, Chief of Operations &
Whole - Time Director, Mr. Varun
Gupta, President & Chief Financial
Officer and Ms. Deepanjali Gulati,
Company Secretary & Compliance
Officer are the Key Managerial
Personnel of the Company as on
March 31,2025.
During the financial year, Mr. Chandan
Singh Sengar, Co-CEO & Whole-time
Director, superannuated from the
services of the Company effective
from close of business hours of
October 31,2024 and Mr. Vijay Kumar
Srivastava was appointed as Chief of
Operations & Whole-time Director of
the Company effective from November
1,2024 for a period of 5 years.
Mr. Prakash Chandra Bisht,
President & Chief Financial Officer
superannuated from the services
of Company effective from close of
business hours of June 30, 2024 and
Mr. Varun Gupta was appointed as
President & Chief Financial Officer of
the Company effective August
12, 2024.
15. MEETINGS OF THE
BOARD
During the financial year, 5 (five)
meetings of the Board of Directors of
the Company were held.
For details of these Board meetings,
please refer to the section
on Corporate Governance of this
Annual Report.
16. COMPOSITION OF AUDIT
COMMITTEE
The Board has constituted an Audit
Committee that performs the roles and
functions mandated under the Act and
Listing Regulations.
During the financial year, the Board
has accepted the recommendations
of the Audit Committee on various
matters, with no instances where such
recommendations have not been
accepted.
For further details on the composition
of the Audit Committee, its terms
of reference and attendance at
its meetings, please refer to the
Corporate Governance Report.
17. DECLARATION
FROM INDEPENDENT
DIRECTORS
The Company has, inter-alia, received
the following declarations from all the
Independent Directors confirming that:
(i) they meet the criteria of
independence as prescribed
under the provisions of the
Act, read with the Rules made
thereunder, and the Listing
Regulations. There has been
no change in the circumstances
affecting their status as
Independent Directors of the
Company;
(ii) they have complied with the
Code for Independent Directors
prescribed under Schedule IV to
the Act; and
(iii) they have registered themselves
with the Independent Director''s
Database maintained by the
Indian Institute of Corporate
Affairs.
The Independent Directors have also
confirmed that they are not aware
of any circumstance or situation
that exists or may be reasonably
anticipated that could impair or
impact their ability to discharge their
duties with an objective independent
judgment and without any external
influence.
The Board has taken on record
the declarations and confirmations
submitted by the Independent
Directors after undertaking due
assessment of the veracity of the
same. In the opinion of the Board,
all Independent Directors possess
requisite qualifications, experience,
expertise and hold high standards of
integrity required to discharge their
duties with an objective independent
judgment and without any external
influence.
List of key skills, expertise and core
competencies of the Board, including
the Independent Directors, forms a
part of the Corporate Governance
Report of this Annual Report.
18. APPOINTMENT AND
REMUNERATION POLICY
The Company has implemented
Appointment and Remuneration Policy
pursuant to the provisions of Section
178 of the Act and Regulation 19
read with Part D of Schedule II to the
Listing Regulations. Salient features
of the Policy and other details have
been disclosed in the Corporate
Governance Report attached to this
Report. The Policy is available at the
weblink https://www.iubilantingrevia.
com/investors/corporate-governance/
policies-and-codes/appointment-and-
remuneration-policy.
19. ANNUAL PERFORMANCE
EVALUATION OF THE
BOARD
The details of annual performance
evaluation of the Board, its
committees and of individual
Directors form part of the Corporate
Governance Report attached to this
Report.
20. DIRECTORSâ
RESPONSIBILITY
STATEMENT
Your Directors, based on the
representation received from the
management, confirm that:
(i) in the preparation of the annual
accounts, the applicable
accounting standards have
been followed along with proper
explanation relating to material
departures;
(ii) the Directors have selected such
accounting policies and applied
them consistently and made
judgments and estimates that are
reasonable and prudent so as to
give a true and fair view of the
state of affairs of the Company
as on March 31,2025 and of the
profits of the Company for the
year ended March 31,2025;
(iii) the Directors have taken
proper and sufficient care for
the maintenance of adequate
accounting records in accordance
with the provisions of the Act for
safeguarding the assets of the
Company and for preventing
and detecting fraud and other
irregularities;
(iv) the Directors have prepared
the annual accounts on a going
concern basis;
(v) the Directors have laid down
internal financial controls to be
followed by the Company and that
such internal financial controls
are adequate and are operating
effectively.
Based on the framework of
internal financial controls
including the Controls Manager
for financial reporting and
compliance systems established
and maintained by the Company,
work performed by the Internal,
Statutory and Secretarial Auditors
and the reviews performed by the
management and the relevant
Board Committees, including the
Audit Committee, the Board is of
the opinion that the Company''s
internal financial controls were
adequate and effective during
FY 2025; and
(vi) the Directors have devised
proper systems to ensure
compliance with the provisions
of all applicable laws and that
such systems are adequate and
operating effectively.
21. CONSERVATION OF
ENERGY, TECHNOLOGY
ABSORPTION AND
FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information relating to Conservation
of Energy, Technology Absorption
and Foreign Exchange Earnings
and Outgo required to be disclosed
pursuant to Section 134 of the Act
read with the Companies (Accounts)
Rules, 2014 is given as Annexure-2
and forms part of this Report.
22. INFORMATION
REGARDING EMPLOYEES,
AND RELATED
DISCLOSURES
Disclosures with respect to the
remuneration of Directors and
employees as required under Section
197(12) of the Act and Rule 5(1)
of the Companies (Appointment
and Remuneration of Managerial
Personnel) Rules, 2014 (Rules) have
been appended as an Annexure -3 and
forms an integral part of this Report.
The statement containing particulars
of employee remuneration as required
under provisions of Section 197(12)
of the Act and Rule 5(2) and 5(3) of
the Rules, forms part of this Report.
In terms of Section 136(1) of the
Act, the Annual Report is being sent
to the Shareholders, excluding the
aforesaid statement. The statement
is available for inspection by the
shareholders at the Registered Office
of the Company during working hours
of the Company [(i.e., from Monday
to Friday between 11:00 am to 5:00
pm)]. Any shareholder interested in
obtaining a copy of the said annexure
may write to the Company Secretary
of the Company or send an email at
the following email address: investors.
[email protected].
23. RISK MANAGEMENT AND
INTERNAL CONTROL
SYSTEMS
Risk-taking is an inherent trait of any
enterprise. However, if risks are not
properly managed and controlled,
they can affect the Company''s
ability to attain its objectives. The
Board of Directors constituted a Risk
Management Committee (âRMC'') to
formulate a detailed risk management
policy and oversee risk management
processes & systems. The Risk
Management Committee acts as
a governing body to monitor the
effectiveness of the risk management
framework.
The Board, Audit Committee, Risk
Management Committee and Senior
Management play a critical role
in fostering a strong risk culture
of the Company by identifying the
risks impacting the Company''s
business and documenting the
» Gajraula manufacturing facility has
been certified for the American
Chemistry Council Technical
Specification standard RC
14001:2023, Energy Management
System (ISO 50001:2018), Food
Safety System Certification
Standard (FSSC 22000 Version
6), and the Certification Scheme
for Food Safety Management
System (ISO 22000:2018) for
FSSAI products. Company''s
quality control laboratory has
been accredited by National
Accreditation Board for Testing and
Calibration Laboratories (NABL)
for chemical testing in accordance
with the ISO/IEC 17025:2017. This
manufacturing facility has Kosher
and Halal certifications for several
products.
» Bharuch manufacturing facility
has been certified for the
American Chemistry Council
Technical Specification standard
RC 14001:2023 and Energy
Management System (ISO
50001:2018). The Niacinamide
manufacturing facility has
been certified for WHO GMP,
Food Safety Management
System Certification Standard
(FSSC 22000 Version 6) for
the manufacturing and sale of
Niacinamide for food application.
The Company has also got GMP
certification by SGS, GMP in
compliance with FAMI-QS code
(version 6) for the production of
relevant food/feed ingredients and
other ingredients. The Company''s
quality control laboratory has
been accredited by the National
Accreditation Board for Testing and
Calibration Laboratories (NABL)
for chemical testing in accordance
with the ISO/IEC 17025:2017. The
facility is certified by Kosher, Halal-
India, Halal-Indonesia, and FSSAI.
The Manufacturing facility for
Niacinamide is registered with US-
FFR (Food facility registration) and
audited /approved by the USFDA.
» Nira manufacturing facility has been
certified for American Chemistry
Council Technical Specification
standard RC 14001:2023. This
facility has been certified for
Food Safety System Certification
Standard (FSSC 22000 Version
6) and Certification Scheme for
Food Safety Management System
process of identification, evaluation,
prioritisation, mitigation, monitoring
and communication of risk as a part
of the risk management policy. The
Company''s commitment to sound
governance extends beyond policy.
The Company has established
a foundation of well-defined and
communicated corporate values. Clear
lines of accountability, appropriate
delegation of authority, and a
comprehensive set of processes and
guidelines ensure transparency and
responsible decision-making across
the organization. The Company''s
growth strategy thrives on calculated
risk-taking and to ensure long-term
success, the Company prioritize
the implementation of robust
risk management practices and
comprehensive internal financial
controls. These frameworks serve
as the foundation for Company''s
operations, guiding decision-making
and safeguarding the ability to achieve
established strategic objectives.
There exists a well-designed risk
management framework and the
same is reviewed by the Board on a
periodic basis. Some of the key risks
identified in various businesses of the
Company are specified below:
i) Environment, Health and Safety
(EHS) risk
ii) Geo-Economic, Geo-Political &
Macroeconomic Instability risk
(Emerging Risk)
iii) Inadequate Research &
Development risk
iv) Delay in growth projects / capex
risk
v) Loss of market & competitiveness
risk
vi) Human resource risk: acquiring
and retaining skilled talent
vii) Regulatory & compliance risk
viii) Cyber threats risk
ix) ESG & Sustainability risk
x) Individual & Group activism risk
The Company promotes strong
ethical values and high levels of
integrity in all its activities, which in
itself is a significant risk mitigator.
With the growth strategy in place, risk
management holds the key to the
success of the Company''s continued
competitive advantage and achieving
the Company''s desired business
objectives.
The Company''s internal control
systems are effective and robust,
ensuring that there is efficient use
and protection of resources and
compliance with policies, procedures,
financial reporting and statutory
requirements. There are well-
documented guidelines, procedures
and processes, integral to the overall
governance, laws and regulations.
To compete globally, stringent
Corporate Governance and financial
control over operations is essential
for the Company. To ensure a robust
Internal Financial Controls framework,
the Company has worked on three
lines of defence strategy which is as
under:
(i) Build internal controls into
operating processes - To this
end, the Company has ensured
that detailed Delegation of
Authority and Standard Operating
Procedures (SOPs) for the
processes are followed, financial
decision making is done through
Committees, IT controls are built
into the processes, segregation of
duties is done, strong budgetary
control framework exists, the
entity level controls including
Code of Conduct, Ombudsperson
Office, etc. are established.
For better governance, these
operational controls have been
implemented through Enterprise
Resource Planning (ERP) and
other IT applications.
(ii) Create an efficient review
mechanism - The Company
has created a review mechanism
under which all the businesses
are reviewed for performance
once in a month and functions are
reviewed on a monthly/quarterly
basis by the CEO & Managing
Director. Additionally, a robust
quarterly controls self-assessment
(CSA) process is in place. In FY
2025, we successfully deployed
the Company''s own âI-Assuranceâ
Software for this process. This
tool empowers process owners
to conduct self-assessments
against the Risk and Control
Matrices (RACM) on a quarterly
basis. The CSA process plays
a crucial role in enabling the
Company to continuously monitor
and enhance the adequacy and
effectiveness of our internal
control environment.
Further, statutory compliances
are monitored through online tool
âConformity''. Amendments or
new statutory requirements are
also updated on a regular basis
in the tool for effective tracking
and adherence. This reinforces
the Company''s commitment to
adopt best corporate governance
practices.
The Company has appointed
a Big Four firm as Internal
Auditors to perform systematic
independent audit of every
aspect of the business to provide
independent assurance on the
effectiveness of the internal
controls and highlight the gaps
for continuous improvement.
The Audit Committee reviews
observations reported by Internal
Auditors and implementation
status of audit recommendations
& improvements.
Additionally, the Statutory Auditors
audited financial statements of
the Company included in this
Annual Report and have issued an
Independent report on the Company''s
internal control over financial reporting
(as defined in Section 143 of the
Act). The Audit Committee acts as
a governing body to monitor the
effectiveness of the Internal Financial
Controls framework.
To improve the controls in operations,
the Company has established, for
each line of business, the concept
of financial decision making through
operational committees. The entire
purchase, credit control and capital
expenditure decisions are taken jointly
in committees.
A detailed note on Internal Control
Systems and Risk Management
is given under âManagement
Discussion and Analysis Reportâ.
Responsible Care & Integrated
Management System
» The Company demonstrates
its commitment towards
Environment, Health, Safety
and Security of its Employees,
Work places, Surroundings
including Communities by
implementing Responsible Care
RC 14001:2023 under American
Chemistry Council''s (ACC)
Responsible Care® program. The
Company is certified by DNV for
RC 14001:2023 (Responsible
Care®14001:2023) system at its
Corporate Office in Noida and
Manufacturing sites in Gajraula,
Uttar Pradesh, Bharuch in Gujarat
and Nira in Maharashtra.
» The Company''s Corporate Office in
Noida and Manufacturing facilities;
Gajraula in Uttar Pradesh, Bharuch
in Gujarat, Savli in Gujarat, Nira
in Maharashtra, & Ambernath in
Maharashtra have been awarded
for Responsible Care Logo (RC
Logo) by Indian Chemical
Council (ICC).
» Responsible Care initiative
encompasses comprehensive
environmental management
system, occupational health and
safety, product stewardship,
security, community outreach and
transportation safety and aims
at achieving and sustaining high
standards of performance.
» Our manufacturing facilities;
Gajraula in UP, Bharuch and
Savli at Gujarat and Nira in
Maharashtra are certified under
Integrated Management System
program for ISO 9001:2015
(Quality Management System),
ISO 14001:2015 (Environmental
Management System) and ISO
45001:2018 (Occupational Health
and Safety Management System).
» The Corporate Office in Noida
and Branch offices Mumbai
and Hyderabad are certified for
Quality Management System ISO
9001:2015.
» The Corporate Office in Noida is
certified for Information Security
Management System ISO/IEC
27001:2013.
(ISO 22000:2018) for relevant food
applications. This facility is certified
by Kosher, Halal-India, and FSSAI.
» Savli manufacturing facility has
been certified for Feed Safety
Management System including
GMP in compliance with FAMI-
QS code (version 6) to produce
specialty feed ingredients.
» Ambernath manufacturing facility is
ISO 9001:2015 certified for Quality
Management Systems.
Powering Purpose,
Performance & Possibility
At Jubilant Ingrevia, our people are
the heart of our purpose and progress.
Every achievement-from innovation
to transformation-is powered by their
passion, resilience, and commitment.
Our culture is intentionally designed to
empower individuals, foster inclusion,
and unlock potential at every level
of the organization. The recent Great
Place to Work certification stands as
a testament to the trust, pride, and
camaraderie that define life at Jubilant
Ingrevia-affirming our belief that when
people thrive, performance follows.
Our people philosophy is deeply
rooted in our core values of Caring,
Sharing, and Growing:
Safety is non-negotiable. We embed it
into leadership behaviors, workplace
practices and employee engagement
through structured safety walks, digital
tools and employee-led initiatives
like 5S.
Our 24/7 Employee Wellness
Assistance Program supports
emotional, legal, nutritional, and
financial well-being. Inclusion is a
key driver of progress-initiatives like
WINGS, Ascend, and Empow(H)er have
increased women''s representation to
6.7%, with a record 12% women
hiring and reduction in women attrition
by 10%.
We''ve enhanced onboarding through
the SUPER-X pre-onboarding, and
Aarambh onboarding programs,
creating a more inclusive and
supportive experience for new joiners.
To stay agile and future-ready, we''ve
refreshed our talent pool with clear
KRAs, performance-driven culture
and structured succession planning.
We deliver an average of 3.8 training
days per employee, with leadership
development through global programs
like Wharton and our in-house
Leadership Academy.
Campus engagement and
apprenticeships bring in fresh
talent - strengthening our pipeline
and promoting diversity. Targeted
initiatives have also improved
retention and engagement scores.
Digital transformation is accelerating
through tools like Concur, SURGE,
Wrench, and cloud-based HRIS. HR
bots and real-time support portals
enhance employee experience,
while over 200 connects, including
townhalls ensure transparent
communication.
Our Rewards & Recognition framework
engages 39% of employees, utilizing
98% of the allocated budget to
celebrate excellence quarterly.
Our people extend their impact
beyond the workplace. CSR initiatives
in healthcare, education, and
infrastructure-supported by NGOs
like Ekta, Goonj, and Muskan-reflect
our commitment to community and
sustainability. We celebrate life
milestones, including retirement
ceremonies with family participation,
reinforcing our belief that people
matter beyond their roles.
Sustainability is embedded in our
ESG vision - Our performance is
benchmarked by DJSI, Global Vadis
and BRSR and we uphold rigorous
standards in procurement and
governance.
As we advance on our PINNACLE 3 4
5 journey, we remain committed to
building a workplace where every
individual is valued, inspired and
equipped to lead change. Through
strategic development, inclusive
practices and a culture that celebrates
both performance and potential,
our people will continue to be the
catalyst for innovation, resilience
and sustainable growth at Jubilant
Ingrevia.
26. VIGIL MECHANISM
Your Company has an established
vigil mechanism for Directors and
employees to report their genuine
concerns, as approved by the Board
on the recommendation of the Audit
Committee.
The Whistle Blower Policy of the
Company is formulated and uploaded
on the Company''s website at the
following https://www.iubilantingrevia.
com/investors/corporate-governance/
policies-and-codes/whistle-blower-
policy.
The Policy provides for adequate
safeguards against victimization
of employees who avail of the
mechanism and also provides for
direct access to the Chairperson of
the Audit Committee. It is affirmed that
no personnel of the Company have
been denied access to the
Audit Committee.
27. CORPORATE SOCIAL
RESPONSIBILITY
Corporate Social Responsibility (CSR)
constitutes a fundamental pillar of
Jubilant'' s corporate philosophy. CSR
initiatives are strategically aligned
with the United Nations Sustainable
Development Goals (SDGs).â At
Jubilant, the CSR projects are
conceptualised and implemented by
Jubilant Bhatia Foundation (JBF),
formed in 2007, the not-for-profit
arm of Jubilant Bhartia Group. The
key focus area under CSR initiatives
are healthcare, education, and
livelihood with a 4P (Public-Private-
People-Partnership)approach with
an aim to uplift and add value to
the communities surrounding the
operational areas of the Company.
In FY 2025, Jubilant continued
working towards its vision of
promoting progressive social change
by forming strategic multi-stakeholder
partnerships. These collaborations
focus on generating and sharing
knowledge, experiential learning,
and cultivating an entrepreneurial
ecosystem. The foundation''s efforts
are dedicated in improving the quality
of life for communities near their
manufacturing sites through below
stated initiatives:
(i) Arogya- Providing affordable
basic & preventive health
care- The Company through
Jubicare initiative, is catering
around 5.7 lakh village population
near manufacturing units of
the Company namely Gajraula,
Nira, Savli and Bharuch with an
objective to achieve promote
health-seeking behaviour . The
project entails , providing effective
basic healthcare services to the
community through JBF Medical
Centre & Mobile Dispensary .
(ii) Muskaan-Supporting
Rural Government Primary
Education- The aim is to
strengthen the education and
providing learning environment
in rural areas in approximately
more than 100 schools and to
more than 33,000 beneficiaries
(students & teachers) through
below stated initiatives:
The objective is to create more
inclusive and child-friendly
environment by training teachers
and youths to act as facilitators
in transforming the educational
environment and to ensure that
the students thrive and imbibe
values in themselves along with
the skills. The key component
of the program is to train youths
and teachers in making schools
inclusive, with an environment
where every child feels welcomed
and supported. The program
helps not only the youths and
teachers to develop their own
personalities but also to enhance
their ability to connect with and
support the students effectively.
» Mobile Science Lab: This
program aims to provide
hands-on science education to
students from rural backgrounds.
The purpose of establishing
the science lab in schools
is to develop & enhance the
understanding about science
and making science education
accessible and interactive for
students from rural backgrounds.
objective is to improve the
mode of learning in government
schools. JBF is implementing
this school digitization program
through HP ALFA Program and
Edulab Program.
» Muskaan Kitaab Ghar: Through
this initiative, JBF has established
library in schools in rural areas so
that the books are accessible to
every student.
(iii) Nayee Disha is a holistic CSR
initiative aimed at empowering
rural youth and women around
plant locations by fostering
sustainable livelihoods
through skill development,
entrepreneurship, and modern
agriculture. The program operates
skill development centres at four
sites, offering training in tailoring,
beautician courses, basic
computer skills, Tally, desktop
publishing, internet usage, soap
and phenyl making, ornament
crafting, and bakery production
to equip individuals with
employable skills.
Under the Didi Ki Dukaan
initiative, rural women are
supported in launching small
businesses through a structured
process involving selection,
training, financial assistance,
access to microfinance, supply
chain linkages, and continuous
mentoring. Alongside, Neem
Pulverization Project
operational in Gujarat, focuses on
empowering women by involving
them in the production of neem-
based products. It aims to provide
a sustainable income source and
promote local entrepreneurship.
Complementing these efforts,
JubiFarm promotes holistic
rural development by educating
farmers on advanced and
climate-resilient farming
techniques, encouraging
innovative agricultural practices,
and diversifying income sources
to enhance sustainability and
resilience. Together, these
integrated efforts aim to build
self-reliant communities and drive
inclusive growth.
(iv) Bharat Impact, a Jubilant
Bhartia Centre for Social
Entrepreneurship, is dedicated
to nurturing social entrepreneurs
by providing incubation support,
education, and research
facilities. In collaboration with the
Indian Institute of Management
Ahmedabad (IIM A) as the
knowledge partner, the initiative
leverages expert guidance and
academic excellence to empower
changemakers. Jubilant Bhartia
Foundation (JBF) provides the
necessary infrastructure for
the centre, ensuring a robust
foundation for innovation and
impact. As part of its outreach, the
Impact Quest program has been
launched, bringing together the
first cohort of 15 promising social
entrepreneurs from across India
to accelerate their journey toward
creating meaningful change
A detailed note on Sustainability
& CSR Committee is given under
âCorporate Governance Report''.
Annual Report on CSR for
FY 2025 is attached as
Annexure-4.
28. POLICY ON PREVENTION
OF SEXUAL HARASSMENT
(âPOSHâ) AT WORKPLACE
As per the requirement of the
Sexual Harassment of Women at
Workplace (Prevention, Prohibition
& Redressal) Act, 2013 (POSH Act)
and Rules made thereunder, the
Company has complied with the
provisions relating to the constitution
of Internal Complaints Committee
under the POSH. The Company has
formulated a Policy on Prevention
of Sexual Harassment at Workplace
for prevention, prohibition and
redressal of sexual harassment
at workplace. Our POSH Policy is
inclusive and gender neutral, detailing
the governance mechanisms for
prevention of sexual harassment
issues relating to employees
across genders.
During the financial year, the Company
received 1 (one) complaint under
POSH, which was disposed off during
the financial year. Further, no case was
pending for more than ninety days.
The Annual Report as required under
POSH Act has been filed.
The disclosure in relation to the
Sexual Harassment of Women
at Workplace is also given under
âCorporate Governance Reportâ.
29. EXTRACTS OF
ANNUAL RETURN
Pursuant to Section 92(3) read with
Section 134(3)(a) of the Act, the
annual return for FY 2025 has been
uploaded on the Company''s website
and can be accessed at https://
www.iubilantingrevia.com/investors/
financials/annual-reports
30. PARTICULARS OF LOANS,
GUARANTEES AND
INVESTMENTS
Details of loans, guarantees/
securities and investments along
with the purpose for which the loans,
guarantees or securities are proposed
to be utilised by the recipient have
been disclosed in note no. 5 and 6 to
the standalone financial statements.
31. CREDIT RATING
The Company''s financial discipline
and prudence is reflected in the
strong credit ratings ascribed by
rating agencies. The details of credit
rating are disclosed in the Corporate
Governance Report, which forms part
of this Annual Report.
32. PARTICULARS OF
CONTRACTS OR
ARRANGEMENTS WITH
THE RELATED PARTIES
The Company has a robust process
for approval of Related Party
Transactions (RPT) and dealing
with the Related Parties. In line with
the requirements of the Act and the
Listing Regulations, the Company has
formulated a Policy on Materiality of
Related Party Transaction & Dealing
with Related Party Transactions
(RPT Policy) which is also available
on the Company''s website at https://
jubilantingrevia.com/investors/
corporate-governance/policies-and-
codes/policy-on-rpts.
The RPT Policy intends to ensure
that proper reporting, approval and
For and on behalf of the Board
Shyam S. Bhartia
Chairman
DIN : 00010484
Hari S. Bhartia
Co-Chairman & Whole-Time Director
DIN : 00010499
Place : Noida
Date : 31 July 2025
disclosure processes are in place for
all transactions between the Company
and its related parties.
All RPTs entered into during
FY 2025 were in the ordinary course
of business and on arm''s length basis.
Prior omnibus approval is obtained
for RPTs which are of repetitive
nature and / or entered in the ordinary
course of business and are at arm''s
length. All RPTs are subjected to
independent review by a reputed
Chartered Accountant firm to establish
compliance with the requirements
under the Act and Listing Regulations.
No material RPTs as defined in the
âPolicy on Materiality of Related
Party Transactions and Dealing with
Related Party Transactions'' were
entered into during FY 2025 by the
Company. Accordingly, the disclosure
of RPTs as required under Section
134(3)(h) of the Act in form AOC-2 is
not applicable. Your Directors draw
attention of the members to note
no. 37 to the standalone financial
statements which sets out the Related
Party disclosures.
During the year under review:
(i) no material change or
commitment has occurred after
the close of FY 2025 till the date
of this Report, which affects the
financial position of the Company.
(ii) no significant and material orders
were passed by the regulators
or courts or tribunals impacting
the going concern status of the
Company and or its operations in
future.
(iii) the Company has complied with
Secretarial Standards issued
by the Institute of Company
Secretaries of India on Meetings
of the Board of Directors and
General Meetings.
(iv) Neither the Managing Director
nor the Whole-time Director(s)
of the Company received any
remuneration or commission from
any of its subsidiaries.
(v) no proceedings are made or
pending under the Insolvency
and Bankruptcy Code, 2016 and
there is no instance of one-time
settlement with any Bank or
Financial Institution.
(vi) the requirement to disclose the
details of the difference between
the amount of the valuation done
at the time of one-time settlement
and the valuation done while
taking a loan from the Banks
or Financial Institutions along
with the reasons thereof, is not
applicable.
(vii) no shares with differential voting
rights, sweat equity shares or
bonus shares have been issued.
The Company has only one class
of equity shares with face value of
'' 1 each, ranking pari-passu.
(viii) the Company has not accepted
any deposits from the public
during the year. The Company
had no outstanding, overdue,
unpaid or unclaimed deposits at
the beginning and end of
FY 2025.
(ix) the Company has complied of the
provisions relating to the Maternity
Benefit Act 1961.
Conducting our business with integrity
and highest level of governance has
been core to our corporate behaviour.
As a responsible corporate citizen, the
Company is committed to maintain
the highest standards of Corporate
Governance and believes in adhering
the best corporate practices
prevalent globally.
A detailed Report on Corporate
Governance is attached as Annexure-5
and forms part of this Report. A
certificate from a Practicing Company
Secretary confirming compliance
with the conditions of Corporate
Governance, as stipulated in Clause
E of Schedule V to the Listing
Regulations is attached to the
Corporate Governance Report.
The Management Discussion and
Analysis Report on the operations of
the Company as provided under the
Listing Regulations has been given
separately and forms part of this
Report.
Your Directors acknowledge their
gratitude for the co-operation
and assistance received from
the government and regulatory
authorities. Your Directors thank the
shareholders, financial institutions,
banks/ other lenders, customers,
vendors, other business associates
for the confidence reposed by them
in the Company and its management
and look forward to their continued
support. The Directors express their
deep appreciation to all employees
for their hard work, dedication, and
commitment and we look forward to
their continued support in the future.
Mar 31, 2024
Your Directors are pleased to present their Report together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2024.
Jubilant Ingrevia Limited (the ''Company'' or Jubilant Ingrevia'') is a global integrated Life Science products and Innovative Solutions provider serving Pharmaceutical, Nutrition, Agrochemical, Consumer and Industrial customers with customised products and solutions that are innovative, cost-effective and conforming to excellent quality standards.
The Company offers a broad portfolio of high quality ingredients that find application in a wide range of industries. The Company has over 2,300 employees and serves 1,500 customers in 63 countries across the world. The Company''s portfolio also extends to custom research and manufacturing for pharmaceutical and agrochemical customers on an exclusive basis.
The Company is a Responsible Care certified Company, driven by the motive to add value to millions of lives through innovations and cutting-edge technology. As a leader in key products that the Company manufactures, it takes pride in being a partner of choice for its valued customers.
RESULTS OF OPERATIONS AND STATE OF COMPANY''S AFFAIRS
|
The financial performance of the Company for FY 2024 is summarised below: (J/million) |
||||
|
PARTICULARS |
Standalone |
Consolidated |
||
|
Year ended March 31, 2024 |
Year ended March 31, 2023 |
Year ended March 31, 2024 |
Year ended March 31, 2023 |
|
|
Revenue from Operations |
39,872 |
45,596 |
41,358 |
47,727 |
|
Total operating expenditure |
35,843 |
40,651 |
37,147 |
42,256 |
|
Earnings before Interest, Taxes, Depreciation and Amortisation expense (EBITDA) (before other income) |
4,029 |
4,945 |
4,211 |
5,471 |
|
Other income |
355 |
310 |
353 |
334 |
|
EBITDA |
4,384 |
5,255 |
4,564 |
5,805 |
|
Depreciation and amortisation expense |
1,331 |
1,197 |
1,362 |
1,222 |
|
Finance costs |
663 |
382 |
526 |
216 |
|
Exceptional items |
- |
- |
- |
- |
|
Share of profit/(loss) of an associate |
- |
- |
- |
- |
|
Profit before tax |
2,390 |
3,676 |
2,676 |
4,367 |
|
Total tax expense |
766 |
1,142 |
847 |
1,292 |
|
Profit after tax (PAT) |
1,624 |
2,534 |
1,829 |
3,075 |
|
Attributable to: |
||||
|
- Owners of the company |
1,624 |
2,534 |
1,829 |
3,075 |
|
- Non-controlling interests |
- |
- |
- |
- |
|
Other comprehensive income |
(10) |
(9) |
35 |
24 |
|
Total comprehensive income for the year |
1,614 |
2,525 |
1,864 |
3,099 |
|
Balance in Retained earnings at the beginning of the year |
8,291 |
6,561 |
11,577 |
9,310 |
|
Profit for the year (attributable to owners of the Company) |
1,624 |
2,534 |
1,829 |
3,075 |
|
Re-measurement of defined benefit obligations |
(10) |
(9) |
(11) |
(13) |
|
Dividend |
(796) |
(796) |
(790) |
(795) |
|
Issue of equity shares by Trust on exercise of stock options |
12 |
1 |
2 |
- |
|
Balance in Retained earnings at the end of the year |
9,121 |
8,291 |
12,607 |
11,577 |
(i) Standalone Financials Revenue from Operations
In FY 2024, on a standalone basis, your Company''s total revenue from operations H39,872 million as against H45,596 million in FY 2023.
For FY 2024, EBITDA stood at H4,384 million with EBITDA margins at 11% as against EBITDA of H5,255 million with EBITDA margins at 12% in FY 2023.
PAT was H 1,624 million in FY 2024 as against H2,534 million in FY 2023.
The consolidated financial statements, prepared in accordance with the provisions of the Companies Act, 2013 (the ''Act''), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations'') and Indian Accounting Standards (Ind-AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Act form part of the Annual Report.
On a consolidated basis, your Company reported revenue from operations H41,358 million in FY 2024 as against H47,727 million in FY 2023. EBITDA was H4,564 million in FY 2024 as against H5,805 million in FY 2023 and PAT was H1,829 million in FY 2024 as against H3,075 million in FY 2023.
During FY 2024, the segment revenue from the Speciality Chemicals was H15,855 million as against H17,983 million in FY 2023, Nutrition and Health Solutions was H6,800 million in FY 2023 as against H5,512 million in FY 2024 and Chemicals Intermediates revenue was H18,703 million in FY 2024 as against H24,232 million in FY 2023. The overall EBITDA in FY 2024 was H4,564 million as against H5,805 million in FY 2023 translating to EBITDA margin of 11% in FY 2024 as against 12% in FY 2023.
Further, the net profit attributable to the owners of the Company was HI ,829 million in FY 2024 as against H3,075 million in FY 2023 and the basic EPS stood at H11.56 (Diluted H11.55) in FY 2024 as against H19.34 (Diluted H19.33) in FY 2023.
A detailed note on Performance Review is given under ''Management Discussion and Analysis Report.
PARTNERED WITH O2 RENEWABLE ENERGY XVIII PRIVATE LIMITED (''O2 ENERGY'') FOR ACQUISITION OF UPTO 28% STAKE
During FY 2024, the Company has partnered with O2 Renewable Energy XVIII Private Limited, a group company of O2 Power SG
PTE. Ltd., Singapore, a leading renewable energy developer for acquisition of upto 28% stake for purchase of renewable energy power generated from the Captive Generating Plant. This partnership marks a significant step for the Company towards establishing renewable energy power generation using hybrid open excess through solar and wind sources. The Company aims to access renewable energy through a captive arrangement, fulfilling the Company''s power requirements and meeting its increasing demand from green energy to power its manufacturing facilities at Gajraula, Uttar Pradesh and Savli, Gujarat. This represents an important milestone in the Company''s sustainability journey by reducing dependence on non-renewable energy sources and reducing its carbon footprint.
ACQUISITION OF SHARES OF FORUM I AVIATION PRIVATE LIMITED (''FAPL'')
During FY 2024, Jubilant Infrastructure Limited (''JIL''), wholly owned subsidiary of the Company has purchased 6.67% equity Share in FAPL from MAX ATEEV Limited. Post-acquisition, JIL holds 9.12% equity shares in FAPL.
During the year under review, no amount was transferred to general reserves by the Company.
During the year, the Board of Directors of the Company declared an interim dividend of H2.50 (250%) per equity share at its Board Meeting held on January 30, 2024 on 159.28 million equity shares of H1 each. The Directors are pleased to recommend a final dividend of H2.50 (250%) per equity share of H1 each, which if approved at the ensuing Annual General Meeting (''AGM''), will be paid to all those Equity Shareholders of the Company whose names appear in the Register of Members and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited (''NSDL'') and Central Depository Services (India) Limited (''CDSL'') as on record date i.e. Friday, August 2, 2024. The total dividend for the year would be H5 (500%) per equity share of face value of H1 each aggregating to H796 million (Rupees seven hundred ninety six million only).
Your Company believes in maintaining a fair balance between cash retention and dividend distribution. Cash retention is required to finance acquisitions and future growth and also as a mean to meet any unforeseen contingencies. Pursuant to Regulation 43A of the Listing Regulations the Company has formulated its Dividend Distribution Policy which specifies the financial parameters, internal and external factors that are to be considered by Board while declaring a dividend. Dividend Distribution Policy is uploaded on the website of the Company which can be accessed at https://www.jubilantingrevia.com/ investors/corporate-governance/policies-and-codes/dividend-distribution-policy.
During FY 2024, there was no change in the nature of Company''s business.
CAPITAL STRUCTURE(a) Share Capital
During the year, there was no change in the authorised share capital of the Company. As on March 31, 2024, the subscribed, issued and paid-up share capital of the Company stood at H159.28 million comprising 159.28 million equity shares of H1 each.
The Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares. The Company has only one class of equity shares with face value of H1 each, ranking pari-passu.
Further, during FY 2024, the Company has not raised the funds through preferential allotment or qualified institutions placements.
(b) Employees Stock Option Plan and General Employee Benefits Scheme
The Company has ''Jubilant Ingrevia Employees Stock Option Plan 2021'' (''ESOP-2021'') and a General Employee Benefits Scheme namely Jubilant Ingrevia General Employee Benefits Scheme-2021'' (''JIGEBS-2021'') for the employees of the Company and its subsidiary companies. ESOP-2021 and JIGEBS-2021 are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SEBI ESOP Regulations'').
During the year, the below stated material changes were made in ESOP-2021.
⢠The maximum number of Shares that may be granted pursuant to exercise of all Options granted to the Participants were increased from 15,00,000 (Fifteen Lac) Shares to 20,00,000 (Twenty Lac) Shares.
⢠The maximum number of Options that may be granted to an Eligible Employee was amended from (i) 1,25,000 (One Lac Twenty Five Thousand) per annum; and (ii) 6,50,000 (Six Lac Fifty Thousand) in aggregate to 10,00,000 (Ten Lac) in aggregate.
The details of ESOP-2021 and JIGEBS-2021 as required under the SEBI ESOP Regulations have been placed on the website of the Company and web-link of the same is https://www. iubilantingrevia.com/investors/financials/annual-reports.
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES
The highlights of performance of subsidiaries and associates companies and their contribution to the overall performance of the Company during the period under report is provided in note
no. 46 to the consolidated financial statements. The Company does not have any joint venture. A separate statement containing the salient features of financial statements of subsidiaries and associates of the Company in the prescribed form AOC-1 forms a part of consolidated financial statements, in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with the rules issued thereunder.
Brief particulars of the subsidiaries of the Company on a standalone basis are given below:
1. Jubilant Infrastructure Limited (''JIL'')
JIL, a wholly-owned subsidiary of the Company has developed a sector specific Special Economic Zone (''SEZ'') for chemicals in Gujarat with the best in class infrastructure facilities and utility Plants like boiler, effluent treatment, incinerator, roads and DM water. During the year construction of a captive Power Plant of 10MW with 98TPH high pressure boiler has commenced. This will facilitate to meet out the requirement of steam & power of JIL, Jubilant Agro Sciences Limited (''JASL'') and Jubilant Ingrevia at optimised cost.
JIL has three units of Jubilant Ingrevia and one unit of JASL in SEZ.
Total income of JIL during FY 2024 was H2,117 million as against H1,763 million for FY 2023.
2. Jubilant Agro Sciences Limited (formerly Jubilant Crop Protection Limited)
JASL, a wholly owned subsidiary of the Company, has set up its Crop protection chemicals and Agro active/ intermediates manufacturing facilities in Bharuch.
JASL commenced March-24 operations during the year. Total income of JASL during FY 2024 was H30 million.
3. Jubilant Life Sciences (USA) Inc. (''JLS-USA'')
JLS-USA, incorporated in Delaware-USA, is a wholly-owned subsidiary of the Company. It undertakes sales, distribution and business transactions of the Company''s products in America. Total income of JLS-USA during FY 2024 was H2,404 million as against H1,803 million for FY 2023.
4. Jubilant Life Sciences International Pte. Limited (''JLSIL'')
JLSIL, incorporated in Singapore, is a wholly-owned subsidiary of the Company. Total income of JLSIL during FY 2024 was H65 million as against H62 million for FY 2023.
5. Jubilant Life Sciences (Shanghai) Limited (''JLS-Shanghai'')
JLS-Shanghai is a wholly-owned subsidiary of the Company. It undertakes sales, distribution and business transactions of the Company''s products in China. Total income of JLS-Shanghai during FY 2024 was H901 million as against H 1,112 million for FY 2023.
MATERIAL SUBSIDIARYJubilant Life Sciences NV (''JLS NV'')
JLS NV, incorporated in Belgium, is a wholly-owned subsidiary of the Company. It undertakes sales, distribution and business transactions of the Company''s products in the European markets. Total income of JLS NV during FY 2024 was H6,030 million as
against H6,792 million for FY 2023. As on March 31, 2024, JLS NV was material subsidiary of the Company as per the parameters laid down under the Listing Regulations, as amended. The Company''s policy on material subsidiaries can be accessed at https://www. iubilantingrevia.com/investors/corporate-governance/policies-and-codes/policy-for-determining-material-subsidiaries.
Details of material subsidiaries including the date and place of incorporation and the name and date of appointment of the statutory auditors of JLS NV is stated below:
|
S. No. |
Name |
Date of Incorporation |
Place of Incorporation |
Name of Statutory Auditors |
Date of Appointment of Statutory Auditor |
|
1 |
Jubilant Life Sciences NV |
July 12, 2013 |
Belgium |
VRC Bedrijfsrevisoren |
Since incorporation |
ASSOCIATES1. Mister Veg Foods Private Limited (''MVFPL'')
Your Company holds 37.98% of equity share capital of MVFPL on a fully diluted basis through conversion of existing Convertible Preference shares into Equity Shares as well as through subscription of Equity Shares on rights basis.
MVFPL is engaged in the development and manufacturing of plant-based Meat Analogues and mainly markets its products in India. This is a growing segment globally with potential for scale up.
2. AMP Energy Green Fifteen Private Limited (''AMP Energy'')
Your Company holds 26% equity share capital of AMP Energy. The Company has entered into a Power Purchase Agreement (''PPA'') with AMP Energy to procure 100% of the output of solar energy produced for next 20 years as per the rates negotiated in the agreement. During the year the Company sourced the Power as per the PPA.
In terms of provisions of Section 139 of the Act and the Rules made thereunder, the Shareholders of the Company at its first Annual General Meeting held on December 1, 2020, approved the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (FRN 001076N/N500013) as Statutory Auditors of the Company for a term of 5 years. Accordingly, they hold the office till the conclusion of the 6th Annual General Meeting (''AGM'') of the Company to be held in the year 2025.
The Auditors'' Report for FY 2024 do not contain any qualification, reservation, adverse remark or disclaimer.
REPORTING OF FRAUDS BY AUDITORS
During the year, there were no instances of frauds reported by Auditors under Section143 (12) of the Act. Further, no case of Fraud has been reported to the Management from any other sources.
In terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the cost accounts and records are prepared and maintained by the Company pursuant to the provisions of Section 148(1) of the Act.
Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has prescribed audit of cost records for certain products. Accordingly, the Company carries out cost audit of its products. The Cost Audit Report for FY 2023 was filed with Ministry of Corporate Affairs.
Based on the recommendations of the Audit Committee, the Board of Directors have re-appointed M/s J. K. Kabra & Co., Cost Accountants as Cost Auditors of the Company to conduct cost audit for FY 2025.
The Board of Directors on the recommendation of the Audit Committee have approved the remuneration payable to Cost Auditors in terms of Section 148 of the Act and rules made thereunder. Members are requested to consider the ratification of remuneration payable to M/s J.K. Kabra & Co., Cost Accountants for FY 2025.
The Board has appointed M/s Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit in accordance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for FY 2024. The Secretarial Audit Report for FY 2024 has been obtained and does not contain any qualification, which requires any comments from the Board. The Secretarial Audit Report for FY 2024 is annexed to this report as Annexure -1.
The Company has also obtained a Secretarial Compliance Report from M/s Sanjay Grover & Associates, Company Secretaries confirming compliances with the provisions of the applicable Listing Regulations, Circulars and Guidelines for FY 2024. The Secretarial Compliance Report has been duly filed with the Stock Exchanges in Compliance with the Listing Regulations.
During the year, Mr. Hari S. Bhartia, Co-Chairman was re-designated as Co-Chairman and Whole-Time Director of the Company effective from June 1,2023.
Mr. Rajesh Kumar Srivastava, CEO and Managing Director superannuated from the services of the Company effective from the close of business hours of September 30, 2023 and Mr. Deepak Jain was appointed as CEO and Managing Director of the Company effective from October 1,2023 for a term of five years.
Mr. Chandan Singh Sengar was appointed as Whole - Time Director designated as Co-CEO and Whole-Time Director on the Board of the Company effective from May 16, 2023 and Mr. Anil Khubchandani resigned as Co-CEO and Whole-Time Director from the Board of the Company effective from the close of business hours of May 19, 2023.
Re-designation of Co-Chairman, appointment of CEO and Managing Director & Co-CEO and Whole-Time Director were recommended to the Board by the Nomination, Remuneration and Compensation Committee (''NRC'') and approved by the shareholders.
In terms of the applicable provisions of the Act and the Articles of Association of the Company, Mr. Shyam S. Bhartia and Mr. Priyavrat Bhartia, are liable to retire by rotation at the ensuing AGM and being eligible have offered their candidature for re-appointment. The re-appointment of directors liable to retire by rotation have been recommended to the Board by NRC. Brief resume and other details of Mr. Shyam S. Bhartia and Mr. Priyavrat Bhartia have been furnished in the Annexure to the notice of AGM.
Mrs. Sudha Pillai and Mr. Sushil Kumar Roongta were appointed as Independent Directors for a term of five consecutive years commencing from February 6, 2021 upto February 5, 2026. They shall attain the age of 75 years during their tenure as Independent Directors. Being eligible in terms of the Companies Act, 2013 and the Listing Regulations, the Board on recommendation of the NRC has approved their continuation on the Board of the Company for remaining tenure as Independent Directors, subject to passing of special resolution by the shareholders in accordance with Regulation 17(1A) of the Listing Regulations. Brief resume and other details of Mrs. Sudha Pillai and Mr. Sushil Kumar Roongta have been furnished in the Annexure to the notice of AGM.
In compliance with Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the details of all the Independent Directors have been registered with the databank maintained by the Indian Institute of Corporate Affairs (IICA). Further, all the Independent Directors have passed the online proficiency self-assessment test conducted by IICA except those who have been exempted by the Act.
In the opinion of the Board, the Independent Directors of the Company are persons of high repute, integrity and possesses the
relevant expertise and experience in the respective fields. They fulfil the conditions specified in the Act, Rules made thereunder and Listing Regulations and are independent of the management.
None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.
Pursuant to the provisions of Section 203 of the Act, Mr. Deepak Jain, CEO and Managing Director, Mr. Prakash Chandra Bisht, President and Chief Financial Officer & Ms. Deepanjali Gulati, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on March 31,2024.
During FY 2024, six meetings of the Board of Directors of the Company were held. For details of these Board meetings, please refer to the section on Corporate Governance of this annual report.
COMPOSITION OF AUDIT COMMITTEE
As on date, the Audit Committee comprises Mr. Sushil Kumar Roongta, Chairman, Mr. Arun Seth, Mr. Pradeep Banerjee, Mr. Siraj Azmat Chaudhry, Ms. Ameeta Chatterjee and Mr. Arjun Shanker Bhartia. The Board has accepted all the recommendations made by the Audit Committee.
DECLARATION OF INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Regulation 16 of the Listing Regulations.
The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Act. None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
APPOINTMENT AND REMUNERATION POLICY
The Company has implemented Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations. Salient features of the Policy and other details have been disclosed in the Corporate Governance Report attached to this Report. The Policy is available at the weblink https://www. iubilantingrevia.com/investors/corporate-governance/policies-and-codes/appointment-and-remuneration-policy.
ANNUAL PERFORMANCE EVALUATION OF THE BOARD
A statement on annual evaluation of the performance of the Board, its Committees and of individual Directors forms part of the Corporate Governance Report attached to this Report.
Your Directors, based on the representation received from the management, confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2024 and of the profits of the Company for the year ended March 31, 2024;
(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
Based on the framework of internal financial controls including the Controls Manager for financial reporting and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2024; and
(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed pursuant to Section 134 of the Act read with the Companies (Accounts) Rules, 2014 is given as Annexure-2 and forms part of this Report.
INFORMATION REGARDING EMPLOYEES, AND RELATED DISCLSOURES
The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules''), is annexed as Annexure - 3 and forms an integral part of this Report. The statement containing particulars of employees, as required under Section 197 of the Act, read with Rule 5(2) and
Rule 5(3) of the Rules, is provided in a separate annexure forming part of this Report. However, in terms of the provisions of Section 136 of the Act, the annual report is being sent to the members of the Company, excluding the said annexure. The said annexure is available for inspection by the shareholders at the Registered Office of the Company during working hours of the Company [(i.e., on Monday to Friday between 11:00am to 5:00pm)]. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary of the Company or send an email at the following email address: [email protected].
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS
Risk-taking is an inherent trait of any enterprise. However, if risks are not properly managed and controlled, they can affect the Company''s ability to attain its objectives. The Board of Directors constituted a Risk Management Committee (''RMC'') to formulate a detailed risk management policy and oversee risk management processes & systems. The Risk Management Committee acts as a governing body to monitor the effectiveness of the risk management framework.
The Board, Audit Committee, Risk Management Committee and Senior Management play a critical role in fostering a strong risk culture of the Company by identifying the risks impacting the Company''s business and documenting the process of identification, evaluation, prioritisation, mitigation, monitoring and communication of risk as a part of the risk management policy. The Company''s commitment to sound governance extends beyond policy. The Company has established a foundation of well-defined and communicated corporate values. Clear lines of accountability, appropriate delegation of authority, and a comprehensive set of processes and guidelines ensure transparency and responsible decision-making across the organisation. The Company''s growth strategy thrives on calculated risk-taking and to ensure long-term success, the Company prioritise the implementation of robust risk management practices and comprehensive internal financial controls. These frameworks serve as the foundation for Company''s operations, guiding decision-making and safeguarding the ability to achieve established strategic obiectives.
There exists a well-designed risk management framework and the same is reviewed by the Board on a periodic basis. Some of the key risks identified in various businesses of the Company are specified below:
i. Health & Safety
ii. Loss of market share, increase in competitiveness and margin volatility due to high dependency on commodity segment products
iii. Delay in Growth Projects/ Capex
iv. Geo-Economic, Geo-Political and Macro-Economic instability (disruption in Supply Chain)
v. Human Resource
vi. Regulatory & Compliances
vii. Cyber Threats
viii. ESG & Sustainability
ix. Individual & Group Activism
x. Research & Development/ New Product Development
xi. Failure to Digitalise
The Company promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator. With the growth strategy in place, risk management holds the key to the success of the Company''s continued competitive advantage and achieving the Company''s desired business objectives.
Implementation of Internal Financial Controls
The Company''s internal control systems are effective and robust, ensuring that there is efficient use and protection of resources and compliance with policies, procedures, financial reporting and statutory requirements. There are well-documented guidelines, procedures and processes, integral to the overall governance, laws and regulations.
To compete globally, stringent Corporate Governance and financial control over operations is essential for the Company. To ensure a robust Internal Financial Controls framework, the Company has worked on three lines of defence strategy which is as under:
i. Build internal controls into operating processes - To this end, the Company has ensured that detailed Delegation of Authority and Standard Operating Procedures (SOPs) for the processes are followed, financial decision making is done through Committees, IT controls are built into the processes, segregation of duties is done, strong budgetary control framework exists, the entity level controls including Code of Conduct, Ombudsperson Office, etc. are established. For better governance, these operational controls have been implemented through Enterprise Resource Planning (ERP) and other IT applications.
ii. Create an efficient review mechanism - The Company has created a review mechanism under which all the businesses are reviewed for performance once in a month and functions are reviewed on a monthly/quarterly basis by the CEO and Managing Director. Additionally, a robust quarterly controls self-assessment (CSA) process is in place which enables process owners to perform self-assessment against the Risk and Control Matrices (RACM). The CSA process enables the Company to monitor the adequacy and effectiveness of the internal control environment.
Further, statutory compliances are monitored through online tool ''Conformity. Amendments or new statutory requirements are also updated on a regular basis in the tool for effective tracking and adherence. This reinforces the Company''s commitment to adopt best corporate governance practices.
iii. Independent assurance - The Company has appointed a Big Four firm as internal auditors to perform systematic independent audit of every aspect of the business to provide independent assurance on the effectiveness of the internal controls and highlight the gaps for continuous improvement. The Audit Committee reviews observations reported
by Internal Auditors and implementation status of audit recommendations & improvements.
Additionally, the Statutory Auditors audited financial statements of the Company included in this Annual Report and have issued an Independent report on the Company''s internal control over financial reporting (as defined in Section 143 of the Act). The Audit Committee acts as a governing body to monitor the effectiveness of the Internal Financial Controls framework.
To improve the controls in operations, the Company has established, for each line of business, the concept of financial decision making through operational committees. The entire purchase, credit control and capital expenditure decisions are taken jointly in committees.
A detailed note on Internal Control Systems and Risk Management is given under ''Management Discussion and Analysis Report''.
CERTIFICATIONSResponsible Care & Integrated Management System
⢠The Company demonstrates its commitment towards Environment, Health, Safety and Security of its Employees, Work places, Surroundings including Communities by implementing Responsible Care RC 14001:2015 under American Chemistry Council''s (ACC) Responsible Care® program. The Company is certified by DNV for RC 14001:2015 (Responsible Care®14001:2015) system at its corporate office in Noida and Manufacturing sites in Gajraula, Uttar Pradesh, Bharuch in Gujarat and Nira in Maharashtra.
The Company''s Corporate Office in Noida and Manufacturing facilities at Gajraula, Bharuch, Nira, Savli & Ambernath have been awarded Responsible Care Logo (RC Logo) by Indian Chemistry Council (ICC).
Responsible Care initiative encompasses comprehensive environmental management system, occupational health and safety, product stewardship, security, community outreach and transportation safety and aims at achieving and sustaining high standards of performance.
Gajraula, Nira, Bharuch and Savli Manufacturing facilities are certified under Integrated Management System program for ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health and Safety Management system).
The Corporate Office in Noida and Branch offices Mumbai and Hyderabad are certified for Quality Management System ISO 9001:2015.
The Corporate Office in Noida is certified for Information Security Management System ISO/IEC 27001:2013.
⢠Gajraula manufacturing facility has been certified for the American Chemistry Council Technical Specification standard RC 14001:2015, Energy Management System (ISO 50001:2018), Food Safety System Certification Standard (FSSC 22000 Version 5.1), and the Certification Scheme for Food Safety
Management System (ISO 22000:2018) for FSSAI products. Company''s quality control laboratory has been accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL) for chemical testing in accordance with the ISO/IEC 17025:2017. This manufacturing facility has Kosher and Halal certifications for several products.
⢠Bharuch manufacturing facility has been certified for the American Chemistry Council Technical Specification standard RC 14001:2015 and Energy Management System (ISO 50001:2018). The Niacinamide manufacturing facility has been certified for WHO GMP, Food Safety Management System Certification Standard (FSSC 22000 Version 5.1) for the manufacturing and sale of Niacinamide for food application. The Company has also got GMP certification by SGS, GMP in compliance with FAMI-QS code (version 6) for the production of relevant food/feed ingredients and other ingredients. The Company''s quality control laboratory has been accredited by the National Accreditation Board for Testing and Calibration Laboratories (NABL) for chemical testing in accordance with the ISO/IEC 17025:2017. The facility is certified by Kosher, Halal-India, Halal-Indonesia, and FSSAI.
⢠Nira manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015. This facility has been certified for Food Safety System Certification Standard (FSSC 22000 Version 5.1) and Certification Scheme for Food Safety Management System (ISO 22000:2018) for relevant food applications. This facility is certified by Kosher, Halal-India, and FSSAI.
⢠Savli manufacturing facility has been certified for Feed Safety Management System including GMP in compliance with FAMI-QS code (version 6) to produce speciality feed ingredients.
⢠Ambernath manufacturing facility is ISO 9001:2015 certified for Quality Management Systems.
At the heart of the Company is the commitment to foster an "Employee First" culture, driven by its values of caring, sharing, and growing.
The Company has set up mechanisms to receive feedback from employees at various points during their tenure. This allows the Company to identify areas of strength for further reinforcement and areas of concern to be addressed with agility. In partnership with Willis Towers Watson, the Company has introduced the ''Jubivoice Employee Experience Survey) which garnered a sustainable engagement score of 94%. This is a testament to the Company''s commitment to fostering a workplace where every individual feels valued and supported.
There is a continuous investment in enhancing the employee experience. The Company has been comprehensively addressing the four elements of wellbeing: physical, mental, social, and financial. The Company enables this through Employee Assistance Programs (EAP), delivered by experts and industry professionals. The Company strives to provide its employees with the tools and resources they need to thrive personally and professionally.
The Company recognises that its greatest asset in achieving business success is its talented workforce, and ensuring that they''re equipped for the challenges ahead, the Company has fostered a culture of continuous learning and development. Through structured classroom training and a cutting-edge digital learning platform, the Company provides its employees with the skill-set, mind-set, and tool-set to succeed in their roles. Additionally, the Company is cultivating sustainable leadership - leaders who will not only guide the Company now but also chart the course for the future. Key members of the leadership team graduated from The Global Leadership Program, a nine-month journey curated in partnership with INSEAD Business School. The program focused on strategic, operational, leadership and other elements that would equip the nominated leaders for success in the digital era.
Through market mapping and robust, technology supported talent acquisition practices, the Company attracts skilled individuals required for operations and business growth. The Company''s Internal Job Posting (IJP) platform provides opportunity for career advancement to employees and also helps in identification of hidden talent within the organisation. Employees are encouraged to go for job rotations, move across different areas, functions, and geographies to build a wholesome experience and increase their capability. This has resulted in 25% of the Company''s vacancies getting filled through internally groomed talent. Despite a slightly higher Employee attrition, the Company has maintained a 97% talent availability throughout the year for sustained business operations.
In pursuit of excellence and to build a high-performing culture, the Company has a meticulously crafted and robust Performance Management System. Through initiatives such as its esteemed "Applause" program and the prestigious Chairmen''s Annual Awards, the Company celebrates exceptional accomplishments. The culture of appreciation and recognition is ingrained deep into its DNA. The Company''s culture of high performance is further strengthened by processes like Continuous Feedback, Pay for Performance and Role Based Promotions. This unleashes the full potential of its employees and drives the Company towards collaborative success.
Diversity and Inclusion (D&I) plays a crucial role in the Company''s business success. The Company has made significant strides across three key areas of its D&I strategy: Hiring, Retention, and Cultural inclusivity. The Company''s leadership has embraced an inclusive mindset, welcoming 40 women this year, which has taken overall women''s representation to 6%. The Company is committed to creating gender-intelligent and inclusive people managers, and it has introduced a Women Buddy Program to support women in their professional journey. Furthermore, our ''women apprentices'' & ''cadre-building'' program aims to develop female employees from early career stages in manufacturing roles, preparing them to take on shift supervisor positions.
The Company believes in frequent two way communication to keep the employees abreast of developments within the organisation and to hear their concerns/suggestions. These are done through quarterly town halls, newsletters and all employee communication emails.
Safety, Productivity and Cost Efficiency were incorporated in the long-term wage settlement at Savli.
As a result of the above endeavors, the Company has experienced no instances of labour unrest or disputes at any of its manufacturing facilities, resulting in ''Zero'' production loss.
Your Company has an established vigil mechanism for Directors and employees to report their genuine concerns, as approved by the Board on the recommendation of the Audit Committee.
The Whistle Blower Policy of the Company is formulated and uploaded on the Company''s website at the following https://www. iubilantingrevia.com/investors/corporate-governance/policies-and-codes/whistle-blower-policy.
The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY (''CSR'')
Jubilant Bhatia Foundation (''JBF''), a not-for-profit arm of the Jubilant Bhartia Group works towards conceptualisation and implementation of CSR activities of Jubilant. Throughout the year, through CSR, following the 4P (Public-Private-People-Partnership) model, the Company actively drove community engagement. During FY 2024, the Company''s several community empowering proiects are stated below:
Healthcare: The purpose of this program was to achieve good health and wellbeing, promote health-seeking behaviour and to provide effective basic healthcare to the community.
Jubilant Bhartia Foundation (''JBF'') is implementing Arogya/ Jubicare program through Mobile Medical Unit and Jubilant Bhartia Foundation Medical Centre around manufacturing units of the Company.
The Company, through JBF is also reaching the community through focused awareness program on nutrition through village level workers.
In line with the national goal of ending TB by 2025, the district administration Amroha in partnership with JBF has developed an automated interactive voice call response system (IVRS) for enquiring the daily medicine intake or specific requirement of the patients.
Education: The purpose of this program is strengthening of education and learning environment in rural areas. The various programs undertaken under this CSR activity are:
⢠Muskaan program for Strengthening Rural Education system through various education centric programs in government school.
⢠Khushiyon ki Pathshala program to inculcate 21st century value based skills in rural government primary school student.
⢠Digitisation program in partnership with HP across the location through E-Muskaan
⢠Setting up of micro science Labs in schools.
⢠Career counselling to support students of government school.
Livelihood: The purpose of this program is creating sustainable livelihood opportunity for all. Nayee Disha is livelihood centric program. Under this program vocational training is provided & virtual skills are developed to enhance employability skills amongst youths & women in the community around manufacturing units. JubiFarm program empowers the farmers by facilitating access to modern and sustainable farming methods. Grameen Samriddhi Kendra has been established in Gajraula to promote entrepreneurship with initial focus on dairy farming.
Rural Development: The purpose of this program is strengthening the services for the community in the rural areas. The various programs undertaken under this CSR activity are:
⢠Establishment of Jansuvidha Kendra for the community in rural areas for creating awareness and also for providing support for easy access to government''s social welfare schemes.
⢠Establishing Jansanchetna Program for emergency preparedness at village level through Emergency Response Team (ERTs)
A detailed note on Sustainability & CSR Committee is given under ''Corporate Governance Report''.
Annual Report on CSR for FY 2024 is attached as Annexure-4.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received.
During the year under review, the 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.
The disclosure of complaints in relation to the Sexual Harassment of Women at Workplace is given under ''Corporate Governance Report''.
1. Extracts of Annual Return: Pursuant to the provisions of Section 134(3)(a) of the Act, the annual return for FY 2024 has been uploaded on the Company''s website and can be accessed at https://wwwJubilantingrevia.com/investors/ financials/annual-reports.
2. Public Deposits: The Company has not accepted any deposits from the public during the year. The Company had no outstanding, overdue, unpaid or unclaimed deposits at the beginning and end of FY 2024.
3. Loans, Guarantees and Investments: Details of loans, guarantees/ securities and investments along with the purpose for which the loans, guarantees or securities are proposed to be utilised by the recipient have been disclosed in note no. 5 and 6 to the standalone financial statements.
4. Particulars of contracts or arrangements with the Related Parties: The Company has formulated a policy on Related Party Transactions (''RPTs'') for dealing with the review and approval of RPTs. Prior omnibus approval is obtained for RPTs which are of repetitive nature. All RPTs are placed before the Audit Committee for review and approval in terms of the Act and Listing Regulations, as amended.
All RPTs entered into during FY 2024 were in the ordinary course of business and on arm''s length basis. No material RPTs, as defined in the ''Policy on Materiality of Related Party Transactions and Dealing with Related Party Transaction''s'' were entered into during FY 2024 by the Company. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in form AOC-2 is not applicable. Your Directors draw attention of the members to note no. 37 to the standalone financial statements which sets out the Related Party disclosures.
5. Material Changes in Financial Position: No material change or commitment has occurred after the close of FY 2024 till the date of this Report, which affects the financial position of the Company.
6. Orders passed by Courts/ Regulators: No significant or material order has been passed by the regulators or courts or tribunals impacting the going concern status of the Company or its future operations.
7. Secretarial Standards: The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
8. Neither the Managing Director nor the Whole-time Director(s) of the Company received any remuneration or commission from any of its subsidiaries.
9. During the year under review no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.
As a responsible corporate citizen, the Company is committed
to maintain the highest standards of Corporate Governance and
believes in adhering the best corporate practices prevalent globally.
A detailed Report on Corporate Governance is attached as Annexure-5 and forms part of this Report. A certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations is attached to the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company as provided under the Listing Regulations has been given separately and forms part of this Report.
DISCLOSURE BY LARGE CORPORATE IDENTIFIED BASED ON THE ERSTWHILE CRITERIA
In terms of SEBI Circular no. SEBI/HO/DDHS/DDHS-RACPOD1/P/ CIR/2023/172 dated October 19, 2023, the Company is no more falling under the category of Large Corporate (LC) effective from 1st April, 2024.
However, in terms of above stated circular, the companies identified as LC under erstwhile criteria shall endeavour to comply with the requirement of raising 25% of their incremental borrowings done during FY 2022, FY 2023 and FY 2024 respectively by way of issuance of debt securities till March 31, 2024, failing which, such LCs are required to provide a one-time explanation in their Annual Report for FY 2024.
During FY 2024, the Company did not find feasible to raise the incremental borrowings by issuance of debt securities as the interest rate in money market was highly volatile and was available at higher rate of interest as compare to other fund raising options.
Therefore, during FY 2024, the Company did not raise the incremental borrowings by issuance of debt securities.
ACKNOWLEDGEMENTS
Your Directors acknowledge their gratitude for the co-operation and assistance received from the Central and State Government authorities. Your Directors thank the shareholders, financial institutions, banks/ other lenders, debenture trustees, customers, vendors and other business associates for the confidence reposed by them in the Company and its management and look forward to their continued support. The Board also places on record its appreciation for the dedication and commitment of the Company''s employees at all levels, which has continued to be our major strength and we look forward to their continued support in the future.
For and on behalf of the Board
Shyam S. Bhartia Hari S. Bhartia
Chairman Co - Chairman
(DIN: 00010484) and Whole - Time Director
(DIN: 00010499)
Place: Noida Date: May 14, 2024
Mar 31, 2023
Your Directors are pleased to present their Report together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2023.
Jubilant Ingrevia Limited (the ''Company'') is a global integrated Life Science products and Innovative Solutions provider serving Pharmaceutical, Nutrition, Agrochemical, Consumer and Industrial customers with customised products and solutions that are innovative, cost-effective and conforming to excellent quality standards.
The Company offers a broad portfolio of high quality ingredients that find application in a wide range of industries. The Company has over 2,317 employees and serves more than 1,500 customers in more than 50 countries across the world. The Company''s portfolio also extends to custom research and manufacturing for pharmaceutical and agrochemical customers on an exclusive basis.
The Company is a Responsible Care certified Company, driven by the motive to add value to millions of lives through innovations and cutting-edge technology. As a leader in key products that the Company manufactures, it takes pride in being a partner of choice for its valued customers.
RESULTS OF OPERATIONS AND STATE OF COMPANY''S AFFAIRS FINANCIAL RESULTS
The financial performance of the Company for FY 2023 is summarised below:
|
(J in million) |
||||
|
Particulars |
Stand |
alone |
Conso |
lidated |
|
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
|
|
Revenue from operations |
45,596 |
48,604 |
47,727 |
49,494 |
|
Total operating expenditure |
40,651 |
40,474 |
42,256 |
41,176 |
|
Earnings before Interest, Taxes, Depreciation and Amortisation expense (EBITDA) (before other income) |
4,945 |
8,130 |
5,471 |
8,318 |
|
Other income |
310 |
288 |
334 |
315 |
|
EBITDA |
5,255 |
8,418 |
5,805 |
8,633 |
|
Depreciation and amortisation expense |
1,197 |
1,201 |
1,222 |
1,234 |
|
Finance costs |
382 |
462 |
216 |
309 |
|
Exceptional items |
- |
- |
- |
- |
|
Share of loss of an associate |
- |
- |
- |
(1) |
|
Profit before tax |
3,676 |
6,755 |
4,367 |
7,089 |
|
Total tax expense |
1,142 |
2,232 |
1,292 |
2,322 |
|
Profit for the year (PAT) |
2,534 |
4,523 |
3,075 |
4,767 |
|
Attributable to: |
||||
|
- Owners of the company |
2,534 |
4,523 |
3,075 |
4,767 |
|
- Non-controlling interests |
- |
- |
- |
- |
|
Other comprehensive income |
(9) |
(12) |
24 |
956 |
|
(J in million) |
||||
|
Particulars |
Stand |
alone |
Conso |
lidated |
|
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
|
|
Total comprehensive income for the year |
2,525 |
4,511 |
3,099 |
5,723 |
|
Balance in Retained earnings at the beginning of the year |
6,561 |
2,504 |
9,310 |
4,165 |
|
Profit for the year (attributable to owners of the Company) |
2,534 |
4,523 |
3,075 |
4,767 |
|
Re-measurement of defined benefit obligations |
(9) |
(12) |
(13) |
(11) |
|
Dividend |
(796) |
(454) |
(795) |
(454) |
|
Transfer to retained earnings on sale of investment |
- |
- |
- |
842 |
|
Issue of treasury shares |
- |
- |
(1) |
- |
|
Issue of equity shares on exercise of stock options |
1 |
- |
1 |
|
|
Others |
- |
- |
- |
1 |
|
Balance in Retained earnings at the end of the year |
8,291 |
6,561 |
11,577 |
9,310 |
(i) Standalone Financials Revenue from Operations
In FY 2023, on a standalone basis, your Company recorded total revenue from operations of H45,596 million as against H48,604 million in FY 2022.
For FY 2023, EBITDA stood at H5,255 million with EBITDA margins at 12% as against EBITDA of H8,418 million with EBITDA margins at 17% in FY 2022.
Reported PAT was H2,534 million in FY 2023 as against H4,523 million in FY 2022.
The consolidated financial statements, prepared in accordance with the provisions of the Companies Act, 2013 (the ''Act''), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations'') and Indian Accounting Standards (Ind-AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Act, form part of the Annual Report.
Performance Review
Your Company reported revenue from operations H47,727 million, EBITDA was H5,805 million and PAT was H3,075 million, on a consolidated basis, in FY 2023.
During FY 2023, the segment revenue from the Speciality Chemicals was H17,983 million, Nutrition and Health Solutions was H5,512 million and Chemicals Intermediates revenue was H24,232 million. The overall EBITDA in FY 2023 was H5,805 million translating to EBITDA margin of 12%.
Further, in FY 2023, the net profit attributable to the owners of the Company was H3,075 million and the basic EPS stood at H19.34 (Diluted H19.33).
A detailed note on Performance Review is given under ''Management Discussion and Analysis Report.
During the year under review, no amount was transferred to general reserves by the Company.
During the year, the Board of Directors of the Company declared an interim dividend of H2.50 (250%) per equity share at its Board Meeting held on January 31, 2023 on 15,92,81,139 equity shares of H1 each. The Directors are pleased to recommend a final dividend of H2.50 (250%) per equity share of H1 each, which if approved at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders of the Company whose names appear in the Register of Members and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited as on record date fixed for this purpose. The total dividend for the year would be H5 (500%) per equity share of face value of H1 each aggregating to H796 million (Rupees seven hundred ninety six million only).
Your Company believes in maintaining a fair balance between cash retention and dividend distribution. Cash retention is required to finance acquisitions and future growth and also as a mean to meet any unforeseen contingencies. Pursuant to Regulation 43A of the Listing Regulations the Company has formulated its Dividend Distribution Policy which specifies the financial parameters, internal and external factors that are to be considered by Board while declaring a dividend. Dividend Distribution Policy is uploaded on the website of the Company which can be accessed at https:// www.iubilantingrevia.com/investors/corporate-governance/ policies-and-codes/dividend-distribution-policy.
CAPITAL STRUCTURE(a) Share Capital
During the year, there has been no change in the authorised share capital of the Company. As on March 31, 2023, the
subscribed, issued and paid-up share capital of the Company stood at H 15,92,81,139 comprising 15,92,81,139 equity shares of H1 each.
(b) Employees Stock Option Plan and General Employee Benefits Scheme
The Company has ''Jubilant Ingrevia Employees Stock Option Plan 2021'' (''ESOP-2021'') and a General Employee Benefits Scheme namely Jubilant Ingrevia General Employee Benefits Scheme-2021'' (JIGEBS-2021'') for the employees of the Company and its subsidiary companies. ESOP-2021 and JIGEBS-2021 are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SEBI ESOP Regulations'').
During the year, there was no material change in ESOP-2021 and JIGEBS-2021.
The details of ESOP-2021 and JIGEBS-2021 as required under the SEBI ESOP Regulations have been placed on the website of the Company and web-link of the same is https://www. iubilantingrevia.com/pdf/esop-disclosure-2023.pdf.
(c) Debentures
Pursuant to the Composite Scheme of Arrangement, 1,000, 7.90% Secured, Rated, Listed, Redeemable Non-Convertible Debentures (''NCDs'') of H10,00,000 (Rupees Ten Lac) each amounting to H1000 million were transferred to the Company. The Company bought-back the entire NCD''s on June 3, 2022.
The highlights of performance of subsidiaries and associates companies and their contribution to the overall performance of the Company during the period under report is provided in note no. 46 to the consolidated financial statements. The Company does not have any joint venture. A separate statement containing the salient features of financial statements of subsidiaries and associates of the Company in the prescribed form AOC-1 forms a part of consolidated financial statements, in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with the rules issued thereunder.
As on March 31, 2023, the Company does not have any material subsidiary.
Brief particulars of the subsidiaries of the Company on a standalone basis are given below:
1. Jubilant Infrastructure Limited (''JIL'')
JIL, the wholly-owned subsidiary of the Company has developed a sector specific Special Economic Zone (''SEZ'') for chemicals in Gujarat with the best in class infrastructure facilities and utility plants like boiler, effluent treatment, incinerator, roads and DM water. During the year a capax has been approved to put up a captive power plant of 10MW with 98TPH high pressure boiler. It will facilitate to meet out the requirement of steam & power at optimised cost.
The Company has three units in the SEZ. The finished products of Unit-1 and Unit-2 are fully backward integrated and are using innovative technologies developed in-house. Unit-4
has become operational in August, 2019 with the world class manufacturing facilities.
The global scale plants of Vitamin B3 and 3-Cyanopyridine at the SEZ make your Company the largest producer of Vitamin B3 in India and the second largest globally. Unit-4 deals in Acetyl and manufacturing of Acetic Anhydride products. The Company is a market leader in India and enjoying a substantial share in global markets in this product.
JIL has also entered into a lease agreement with Jubilant Agro Sciences Limited, a wholly owned subsidiary of the Company, for leasing of land to set up its crop protection chemicals and agro active manufacturing facilities.
Total income of JIL during FY 2023 was H1763 million as against H1435 million for FY 2022.
1. Jubilant Life Sciences (USA) Inc. (''JLS-USA'')
JLS-USA, incorporated in Delaware-USA, is a wholly-owned subsidiary of the Company. It undertakes sales, distribution and business transactions of the Company''s products in Americas. Total income of JLS-USA during FY 2023 was H1,803 million as against for FY 2022, total income was H2,412 million.
2. Jubilant Life Sciences NV (''JLS NV'')
JLS NV is a wholly-owned subsidiary of the Company. It undertakes sales, distribution and business transactions of the Company''s products in the European markets. Total income of JLS NV during FY 2023 was H6,792 million as against for FY 2022, total income was H6,504 million.
3. Jubilant Life Sciences International Pte. Limited (''JLSIL'')
JLSIL, incorporated in Singapore, is a wholly-owned subsidiary of the Company. Total income of JLSIL during FY 2023 was H62 million as against for FY 2022, total income was H25 million.
4. Jubilant Life Sciences (Shanghai) Limited (''JLS-Shanghai'')
JLS-Shanghai is wholly-owned subsidiary of the Company. It undertakes sales, distribution and business transactions of the Company''s products in China. Total income of JLS-Shanghai during FY 2023 was H1,112 million as against for FY 2022, total income was H1,467 million.
5. Jubilant Agro Sciences Limited (formerly Jubilant Crop Protection Limited) (''JASL'')
JASL, was incorporated to manufacture, sales, distribution and business transactions Crop Protection Chemicals, Agro actives etc.
The name of the company was changed from Jubilant Crop Protection Limited to Jubilant Agro Sciences Limited effective from April 22, 2022 after approval of Registrar of the Companies, Kanpur.
JASL, a wholly owned subsidiary of the Company, has taken land on lease from JIL for setting up its crop protection chemicals and agro active manufacturing facilities.
JASL has not yet started the revenue generation as it is still in the project stage
ASSOCIATES1. Mister Veg Foods Private Limited (''MVFPL'')
On March 16, 2023, your Company completed the acquisition of 37.98% of equity share capital of MVFPL on a fully diluted basis through conversion of existing Convertible Preference shares into Equity Shares as well as through subscription of Equity Shares on Rights Basis.
MVFPL is engaged in the development and manufacturing of plant-based Meat Analogues and mainly markets its products in India. This is a growing segment globally with potential for scale up.
2. AMP Energy Green Fifteen Private Limited (''AMP Energy'')
During the previous financial year, for the purpose of sourcing group captive solar power, your Company invested H58.28 million and acquired 26% stake in AMP Energy by way of acquisition of 5,82,800 equity shares of H10 each and 52,452, 0.01% Compulsorily Convertible Debenture of H1,000 each.
Your Company had also entered into a Power Purchase Agreement (''PPA'') with AMP Energy to procure 100% of the output of solar energy produced for next 20 years as per the rates negotiated in the agreement. During the year the Company sourced the Power as per the PPA.
In terms of provisions of Section 139 of the Act and the Rules made thereunder, the Shareholders of the Company have at the first Annual General Meeting held on December 1,2020, approved the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (FRN 001076N/N500013) as Statutory Auditors of the Company for a term of 5 years. Accordingly, they hold the office till the conclusion of the 6th AGM of the Company to be held in the year 2025.
The Auditors'' Report for FY 2023 do not contain any qualification, reservation, adverse remark or disclaimer.
REPORTING OF FRAUDS BY AUDITORS
During the year, there were no instances of frauds reported by Auditors under Section143(12) of the Act.
I n terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the cost accounts and records are prepared and maintained by the Company pursuant to the provisions of Section 148(1) of the Act.
Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has prescribed audit of cost records for certain products. Accordingly, the Company carries out cost audit of its products. Based on the recommendations of the Audit Committee, the Board of Directors have re-appointed M/s J. K. Kabra & Co., Cost Accountants as Cost Auditors of the Company to conduct cost audit for FY 2023.
The Board of Directors on the recommendation of the Audit Committee have approved the remuneration payable to Cost Auditors. In terms of Section 148 of the Act and rules made thereunder, members are requested to consider the ratification of
remuneration payable to M/s J.K. Kabra & Co., Cost Accountants for FY 2023.
SECRETARIAL AUDIT
The Board has appointed M/s Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit in accordance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for FY 2023. The Secretarial Audit Report for FY 2023 has been obtained and does not contain any qualification, which requires any comments from the Board. The Secretarial Audit Report for FY 2023 is annexed to this report as Annexure -1.
The Company has also obtained a Secretarial Compliance Report from M/s Sanjay Grover & Associates, Company Secretaries confirming compliances with the provisions of the applicable Listing Regulations, Circulars and Guidelines for FY 2023. The Secretarial Compliance Report has been duly filed with the Stock Exchanges in Compliance with the Listing Regulations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Hari S. Bhartia (DIN 00010499) and Mr. Arjun Shanker Bhartia (DIN 03019690) retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment.
Mr. Anant Pande (DIN 08186854) resigned as the Whole-Time Director on the Board of the Company effective from May 17, 2022.
Mr. Anil Khubchandani (DIN 09209485) was appointed as Co-CEO and Whole-Time Director on the Board of the Company effective from May 17, 2022 and resigned as Co-CEO and Whole-Time Director on the Board of the Company effective from May 19, 2023.
Mr. Chandan Singh Sengar (DIN 09657339) was appointed as Co-CEO and Whole-Time Director on the Board of the Company effective from May 16, 2023
In the opinion of the Board, the Independent Directors possess the requisite expertise, integrity, experience and proficiency for appointment as Independent Directors of the Company.
Further, there has been no change in Key Managerial Personnel of the Company during the year.
MEETINGS OF THE BOARD
Four meetings of the Board of Directors of the Company were held during FY 2023. The Board met four times i.e. on May 17, 2022, August 05, 2022, October 20, 2022 and January 31,2023. The details on meetings of the Board of Directors are given under ''Corporate Governance Report''.
DECLARATION OF INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Regulation 16 of the Listing Regulations.
The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Act. All our Independent Directors are registered on the Independent Directors Databank. None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
APPOINTMENT AND REMUNERATION POLICY
The Company has implemented Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations. Salient features of the Policy and other details have been disclosed in the Corporate Governance Report attached to this Report. The Policy is available at the weblink https://www. iubilantingrevia.com/investors/corporate-governance/policies-and-codes/appointment-and-remuneration-policy.
ANNUAL PERFORMANCE EVALUATION OF THE BOARD
A statement on annual evaluation of the performance of the Board, its Committees and of individual Directors forms part of the Corporate Governance Report attached to this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors, based on the representation received from the management, confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the profits of the Company for the year ended March 31,2023;
(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
Based on the framework of internal financial controls including the Controls Manager for financial reporting and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023; and
(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
COMPOSITION OF AUDIT COMMITTEE
As on date, the Audit Committee comprises Mr. Sushil Kumar Roongta, Chairman, Mr. Arun Seth, Mr. Pradeep Banerjee, Mr. Siraj Azmat Chaudhry, Ms. Ameeta Chatterjee and Mr. Arjun Shanker
Bhartia. The Board has accepted all the recommendations made by the Audit Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed pursuant to Section 134 of the Act read with the Companies (Accounts) Rules, 2014 is given as Annexure-2 and forms part of this Report.
Particulars of Directors and Employees as required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure-3 and form part of this Report.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS
Risk-taking is an inherent trait of any enterprise. However, if risks are not properly managed and controlled, they can affect the Company''s ability to attain its objectives. Risk management and Internal Financial Control systems play a key role in directing and guiding the Company''s activities by continually preventing and managing risks. The Board, Audit Committee and Senior Management team collectively set the overall tone and risk culture of the Company by identifying the risks impacting the Company''s business and documenting the process of identification, evaluation, prioritisation, mitigation, monitoring and communication of risk as a part of the risk management policy. The Company has well defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority and a set of processes and guidelines.
There exists a well-designed risk management framework and the same is reviewed by the Board on a periodic basis. Some of the key risks identified in various businesses of the Company are specified below:
i. Environment, Health and Safety (EHS)
ii. Compliance and Regulatory
iii. Delay in Growth Projects/ Capex
iv. Climate change
v. ESG Ratings
vi. Geo-Economic, Geo-Political and Macro Economic Instability
vii. Human Resource - Acquiring and Retaining Skilled Talent
viii. Individual & Group Activism
ix. Cyber Threats
x. Loss of Market and Competitiveness
xi. Research Development & Technology / New Product Development
The Company promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator. With the growth strategy in place, risk management holds the key to the success of the Company''s journey of continued competitive sustainability in attaining the desired business objectives.
Implementation of Internal Financial Controls
The Company''s internal control systems are effective and robust, ensuring that there is efficient use and protection of resources and compliance with policies, procedures, financial reporting and statutory requirements. There are well-documented guidelines, procedures and processes, integral to the overall governance, laws and regulations.
To compete globally, stringent Corporate Governance and financial control over operations is essential for the Company. To ensure a robust Internal Financial Controls framework, your Company has worked on three lines of defence strategy which is as under:
i. Build internal controls into operating processes - To this end, your Company has ensured that detailed Delegation of Authority and Standard Operating Procedures (SOPs) for the processes are followed, financial decision making is done through Committees, IT controls are built into the processes, segregation of duties is done, strong budgetary control framework exists, the entity level controls including Code of Conduct, Ombudsperson Office, etc. are established. For better governance, these operational controls have been implemented through Enterprise Resource Planning (ERP) and other IT applications.
ii. Create an efficient review mechanism - Your Company has created a review mechanism under which all the businesses are reviewed for performance once in a month and functions are reviewed on a monthly/quarterly basis by the CEO and Managing Director. Additionally, a robust-quarterly controls self-assessment (CSA) process is in place which enables process owners to perform self-assessment against the Risk and Control Matrices (RCMs). The CSA process enables the Company to monitor the adequacy and effectiveness of the internal control environment.
Further statutory compliances are monitored through online tool ''Conformity. Amendments or new statutory requirements are also updated on a regular basis in the tool for effective tracking and adherence. This reinforces the Company''s commitment to adopt best corporate governance practices.
iii. Independent assurance - Your Company has appointed a Big Four firm as internal auditors to perform systematic independent audit of every aspect of the business to provide independent assurance on the effectiveness of the internal controls and highlight the gaps for continuous improvement. The Audit Committee reviews observations reported by Internal Auditors and implementation status of audit recommendations & improvements.
Additionally, the Statutory Auditors audited financial statements of the Company included in this Annual Report and have issued an Independent report on the Company''s internal control over financial reporting (as defined in Section 143 of the Act). The Audit Committee acts as a governing body to monitor the effectiveness of the Internal Financial Controls framework.
To improve the controls in operations, your Company has established, for each line of business, the concept of financial decision making through operational committees. The entire
purchase, credit control and capital expenditure decisions are taken jointly in committees.
A detailed note on Internal Control Systems and Risk Management is given under ''Management Discussion and Analysis Report''.
Responsible Care Management System (RCMS) & Integrated Management System (IMS)
⢠The Company demonstrates its commitment towards Environment, Health, Safety and Security of its Employees, Work places, Surroundings including Communities by implementing Responsible Care RC 14001:2015 under American Chemistry Council''s (ACC) Responsible Care® program. The Company is certified by DNV for RC 14001:2015 (Responsible Care®14001:2015) system at its Corporate office in Noida and Manufacturing sites in Gajraula, Uttar Pradesh, Bharuch in Gujarat and Nira in Maharashtra.
The Company''s Corporate Office in Noida and Manufacturing facilities at Gajraula, Bharuch, Nira, Savli & Ambernath have been awarded Responsible Care Logo (RC Logo) by Indian Chemistry Council (ICC).
Responsible Care initiative encompasses comprehensive environmental management system, occupational health and safety, product stewardship, security, community outreach and transportation safety and aims at achieving and sustaining high standards of performance.
Gajraula, Nira, Bharuch and Savli Manufacturing facilities are certified under Integrated Management System program for ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health and Safety Management system).
The Corporate Office in Noida and Branch offices Mumbai and Hyderabad are certified for Quality Management System ISO 9001:2015.
The Corporate Office in Noida is certified for Information Security Management System ISO/IEC 27001:2013.
⢠Gajraula manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015, Energy Management System (ISO 50001:2018), Food Safety System Certification Standard (FSSC 22000 Version 5) Certification Scheme for Food Safety Management System (ISO 22000:2018) for FSSAI products and Good Manufacturing Practice (GMP). Quality Control Laboratory has been accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL) for chemical testing in accordance with the ISO/IEC 17025:2017. This manufacturing facility has Kosher and Halal certification for several products.
⢠Bharuch manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015 and Energy Management System (ISO 50001:2018). Niacinamide Manufacturing facility has been certified for WHO GMP, Food Safety System Certification Standard (FSSC 22000 Version 5) Certification Scheme for Food Safety Management System (ISO 22000:2018) for
Manufacturing and sale of Niacinamide for food application. The Company has also got GMP certification by SGS, GMP in compliance with FAMI-QS Code (version 6) for Production of relevant food/feed ingredients and other ingredient. Quality Control Laboratory has been accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL) for chemical testing in accordance with the ISO/IEC 17025:2017. The facility is certified for Kosher, Halal-India, Halal Indonesia and FSSAI from Food Safety and Standards Authority of India.
⢠Nira manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015. This facility has been certified for Food Safety System Certification Standard (FSSC 22000 Version 5) Certification Scheme for Food Safety Management System (ISO 22000:2018) for relevant food application. This facility is certified to Kosher, Halal-India and FSSAI licence from Food Safety and Standards Authority of India.
⢠Savli manufacturing facility has been certified for Feed Safety Management System including GMP in compliance with FAMI-QS Code (version 6) for Production of specialty feed ingredients.
⢠Ambernath manufacturing facility has been ISO 9001:2015 certified for Quality Management System.
The Company believes ''People'' are the cornerstone of its success in its endeavour to pursue business outcomes. The Company''s people and processes strategy is designed along 4 drivers that centres on building and nurturing its talent and workplace experience.
Based on the principles of Organisation Effectiveness, the Company facilitate building an optimal organisation structure aligned to the business strategy. The Company''s leverage attrition and retirements as an opportunity to right-size and redefine roles for the future. Through strong market mapping and Talent Acquisition practices, the Company bring in the right talent with skills and experiences that is necessary to drive the business growth. The Company strives to identify talent that is multi-skilled who can leverage the opportunities for growth available in the Company. The Company''s Internal Job Posting (IJP) platform provides opportunities to employees to build their career within the Company. The Company also year on year on-board young talent in the form of Company''s Trainee Development Program.
The Company continued with targeted development programs to fuel the growth ambitions of its people by honing and nurturing their potential. As last year this year too, the Company continued its journey towards building people and thereby organisation''s capabilities. The Company''s succession pipeline continued to remain strong and the Company has engaged in robust development interventions for senior leadership & successors for these roles. In order to nurture the multi-generational workforce, the Company impart continuous training through quarterly management & leadership programs that are delivered through multiple platforms like online courses, videos, Instructor led classroom sessions.
Fostering an inclusive Workplace:
In the Company, Diversity and Inclusion (D&I) is a business imperative. The Company believes that a diverse workforce is indispensable to its success, and that an inclusive, equitable environment makes us thrive. The Company is pleased to announce that significant progress has been made across all three focus areas of its D&I strategy- Hiring, Retention & becoming culturally inclusive, taking the overall women strength to 6.1% as against 5.1% reported last year.
Enhanced Employee Experience:
Trust & transparency is one of the major building blocks for creating enhanced employee experience. And ''Pay for Performance'' philosophy is seen as one of the critical elements for giving the employees a sense of confidence. The development feedback conversations round the year enable a dialogue on strengths, employee aspirations and career growth opportunities. As part of experience building, the year also saw reward & recognition transitioning to a digital platform with intent of providing Richer experience of availing monetary benefits as well as nonmonetary experiences. With a strong emphasis on mental health, the Company partnered with Silver Oaks for Employee Wellness Assistance program. This year the Company also conducted an Employee Experience survey in partnership with WTW (Willis Towers Watson). The Company continued its efforts of keeping its people informed and aware of major business decisions and announcements through employee communication and town-halls. The Company standardised and harmonised its processes to simplify and bring uniformity across sites.
During the year, the Company enjoyed cordial relations with its employee groups. There were no instances of labour unrest or disputes at any of the manufacturing sites. The Company signed a long-term wage settlement for Gajraula which has been a Win-Win and one of its kind, with cultural change and cost efficiency knitted together. Peaceful Industrial Relations and Eco-System was maintained through out the year in all sites resulting in "Zero" production Loss.
Your Company has an established vigil mechanism for Directors and employees to report their genuine concerns, as approved by the Board on the recommendation of the Audit Committee.
The Whistle Blower Policy of the Company is formulated and uploaded on the Company''s website at the following https://www. iubilantingrevia.com/investors/corporate-governance/policies-and-codes/whistle-blower-policy.
The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility (CSR) is an essential pillar of Jubilant. CSR activities at Jubilant are in accordance with the provisions of Section 135 read with Schedule VII to the Act. The CSR initiatives at the Company are in line with the United Nations Sustainable Development Goals (SDGs).
Jubilant Bhatia Foundation (''JBF''), formed in the year 2007, a not-for-profit arm of the Jubilant Bhartia Group works towards conceptualisation and implementation of CSR activities of all group companies of Jubilant. The Company''s CSR activities are in Healthcare, Education & Livelihood.
With 4P (Public-Private-People-Partnership) model, the CSR activities of the Company focuses towards empowering and adding value in the lives of the communities around the area of operations of the Company. JBF''s detailed activities are available on its website www.iubilantbhartiafoundation.com.
During FY 2023, with a vision to bring progressive social change through strategic multi-stakeholder partnership involving knowledge generation & sharing, experiential learning and entrepreneurial ecosystem, the Company continued working towards enhancing the quality of life of the community around the manufacturing locations.
The brief information of CSR activities carried out by the Company is stated below:
A. Providing affordable basic & preventive health care: The
target was reaching out to around 4.8 lacs populations in 186 villages through Jubilant.
⢠Aarogya: The aim is to provide affordable healthcare through mobile & static clinic enabled with JUBICARE - Tele-clinic platform along with need based health awareness camps.
⢠Audio Messages and counselling for expecting mothers (Swasthya Prahari): The Company sends a prerecorded voice message related to information on wellbeing and nutritional requirements to the expecting/ pregnant mothers.
⢠Village Health profiling Project: The aim is to identify health-related issues and prioritising the public health.
⢠Combating Malnutrition: The aim is to provide Poshan Kits to malnourished kids as identified by Government.
⢠End Tuberculosis (TB): The aim is to raise awareness on TB and also to support Government initiative of ''Yes''.
B. Supporting Rural Government Primary Education: This initiative has catered over 100 schools and 30,000 beneficiaries (students & teachers), covering 100 villages through Khushiyon Ki Pathshala, Mobile Science lab and Muskaan Kitaab Ghar.
⢠Khushiyon Ki Pathshala: A child centric program where with teachers acting as facilitators. This proiect entails training of teachers on making the school more inclusive and thereby, creating a child friendly society. It also helps in moulding the teachers'' personality.
⢠Mobile Science Lab: The aim is to teach the students having rural backgrounds by providing hands-on science experiments through Mobile Science Lab at Bharuch & Savli in Gajraula.
⢠Muskaan Kitaab Ghar: The aim is to increase accessibility of the books to every child and thereby, improving the readability & learning parameters and reducing absenteeism from the schools.
C. Working towards providing Sustainable livelihood to
the community through Nayee Disha, Samridhhi, Digital
Saheli, Jubifarm, Soochnapreneurs /Jansuvidha Kendra and
Wementorship Programs.
⢠Navee Disha: This is a skill development program which is carried out in the vocational centre at Bharuch & Nira in Gairaula.
⢠Samriddhi: The aim is to empower women by promoting entrepreneurial venture and thereby, generating a source for sustainable income. The project Neem Pulverization under Samriddhi is operational in Gujarat.
⢠Digital Saheli: This program is launched in Gajraula. Under this program 500 women are on-boarded, trained and deployed for rural marketing e-commerce application.
⢠JubiFarm: The aim of this initiative is to promote agribusiness in remote areas and make it as a source of livelihood. Program Pashu Sakhi was launched with the object of promoting livestock farming among poor and marginal livestock farmers. This program aims at increasing the level of income.
Initiatives under Prayavaran Sakhi aim to promote rural women entrepreneurship through formation of SHG on a self - sustainable model. The project includes plantation of neem saplings in the wasteland by SHG women.
⢠Soochnapreneur/Jansuvidha Kendra: The purpose of this program is to connect the community members for their social and financial security with government welfare schemes.
⢠Wementorship Program: The aim is to raise the young women''s participation in the manufacturing sector by creating an environment that is friendlier to the needs of the young women in the industry. 80 women are selected for this program. Requisite workplace skills, practical industry exposure & knowledge are provided to them by mentoring.
The Company has constituted the Sustainability & CSR Committee to review and oversee the Sustainability and CSR initiatives of the Company.
As on date, the Committee comprises Ms. Sudha Pillai, Chairperson, Mr. Hari S. Bhartia, Mr. Arun Seth, Mr. Sushil Kumar Roongta, Mr. Pradeep Banerjee, Ms. Ameeta Chatterjee, Mr. Priyavrat Bhartia, Mr. Arjun Shanker Bhartia and Mr. Rajesh Kumar Srivastava.
A detailed note on Sustainability & CSR Committee is given under ''Corporate Governance Report''.
Annual Report on CSR for FY 2023 including contents of the CSR Policy is attached as Annexure-4.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal
of sexual harassment at workplace and an Internal Complaints
Committee has also been set up to redress any such complaints
received.
The disclosure of complaints in relation to the Sexual Harassment
of Women at Workplace is given under ''Corporate Governance
Report''.
OTHER DISCLOSURES
1. Extracts of Annual Return: Pursuant to the provisions of Section 134(3)(a) of the Act, the annual return for FY 2023 has been uploaded on the Company''s website and can be accessed at https://www.iubilantingrevia.com/investors/ financials/annual-reports.
2. Public Deposits: The Company has not accepted any deposits from the public during the year. The Company had no outstanding, overdue, unpaid or unclaimed deposits at the beginning and end of FY 2023.
3. Loans, Guarantees and Investments: Details of loans, guarantees/ securities and investments along with the purpose for which the loans, guarantees or securities are proposed to be utilised by the recipient have been disclosed in note no. 5 and 6 to the standalone financial statements.
4. Particulars of contracts or arrangements with the Related Parties: The Company has formulated a policy on Related Party Transactions (''RPTs'') for dealing with the review and approval of RPTs. Prior omnibus approval is obtained for RPTs which are of repetitive nature. All RPTs are placed before the Audit Committee for review and approval in terms of the Act and Listing Regulations, as amended.
All RPTs entered into during FY 2023 were in the ordinary course of business and on arm''s length basis. No material RPTs were entered into during FY 2023 by the Company as defined in the Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in form AOC-2 is not applicable. Your Directors draw attention of the members to note no. 37 to the standalone financial statements which sets out the Related Party disclosures.
5. Material Changes in Financial Position: No material change or commitment has occurred after the close of FY 2023 till the date of this Report, which affects the financial position of the Company.
6. Orders passed by Courts/ Regulators: No significant or material order has been passed by the regulators or courts or tribunals impacting the going concern status of the Company or its future operations.
7. Secretarial Standards: The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
8. Neither the Managing Director nor the Whole-time Director(s) of the Company received any remuneration or commission from any of its subsidiaries.
As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering the best corporate practices prevalent globally.
A detailed Report on Corporate Governance is attached as Annexure-5 and forms part of this Report. A certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations is attached to the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company as provided under the Listing Regulations has been given separately and forms part of this Report.
Your Directors acknowledge their gratitude for the co-operation and assistance received from the Central and State Government authorities. Your Directors thank the shareholders, debenture-holders, financial institutions, banks/ other lenders, debenture trustees, customers, vendors and other business associates for the confidence reposed by them in the Company and its management and look forward to their continued support. The Board also places on record its appreciation for the dedication and commitment of the Company''s employees at all levels, which has continued to be our major strength and we look forward to their continued support in the future.
For and on behalf of the BoardShyam S. Bhartia Hari S. Bhartia
Chairman Co-Chairman
(DIN: 00010484) (DIN: 00010499)
Place: Noida Date: May 16, 2023
Mar 31, 2022
Your Directors are pleased to present their Report together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2022.
Jubilant Ingrevia Limited (the ''Company'' or Jubilant Ingrevia'') is a global integrated Life Science products and Innovative Solutions provider serving Pharmaceutical, Nutrition, Agrochemical, Consumer and Industrial customers with customised products and solutions that are innovative, cost-effective and conforming to excellent quality standards.
The Company offers a broad portfolio of high quality ingredients that find application in a wide range of industries. The Company has over 2,100 employees and serves more than 1,500 customers in more than 50 countries across the world. The Company''s portfolio also extends to custom research and manufacturing for pharmaceutical and agrochemical customers on an exclusive basis.
Jubilant Ingrevia is a Responsible Care certified Company, driven by the motive to add value to millions of lives through innovations and cutting-edge technology. As a leader in key products that the Company manufactures, it takes pride in being a partner of choice for its valued customers..
RESULTS OF OPERATIONS AND STATE OF COMPANY''S AFFAIRS FINANCIAL RESULTS
The financial performance of the Company for FY 2022 is summarised below:
|
(D/million) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
Year ended March 31, 2022 |
Year ended March 31, 2021* |
Year ended March 31, 2022 |
Year ended March 31, 2021* |
|
|
Revenue from operations |
48,604 |
6,689 |
49,494 |
6,841 |
|
Total operating expenditure |
40,474 |
5,721 |
41,176 |
5,670 |
|
Earnings before Interest, Taxes, Depreciation and Amortisation expense (EBITDA) (before other income) |
8,130 |
968 |
8,318 |
1,171 |
|
Other income |
288 |
25 |
315 |
26 |
|
EBITDA |
8,418 |
993 |
8,633 |
1,197 |
|
Depreciation and amortisation expense |
1,201 |
214 |
1,234 |
221 |
|
Finance costs |
462 |
95 |
309 |
73 |
|
(D/million) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
Year ended |
Year ended |
Year ended |
Year ended |
|
|
March 31, 2022 |
March 31, 2021* |
March 31, 2022 |
March 31, 2021* |
|
|
Exceptional items |
- |
129 |
- |
129 |
|
Share of loss of an associate |
- |
- |
(1) |
- |
|
Profit before tax |
6,755 |
555 |
7,089 |
774 |
|
Total tax expense |
2,232 |
169 |
2,322 |
230 |
|
Profit for the year (PAT) |
4,523 |
386 |
4,767 |
544 |
|
Attributable to: |
||||
|
- Owners of the Company |
4,523 |
386 |
4,767 |
544 |
|
- Non-controlling interests |
- |
- |
- |
- |
|
Other comprehensive income |
(12) |
(2) |
956 |
50 |
|
Total comprehensive income for the period |
4,511 |
384 |
5,723 |
594 |
|
Balance in Retained earnings at the beginning of the year |
2,504 |
(2) |
4,165 |
(2) |
|
Profit for the year (attributable to owners of the Company) |
4,523 |
386 |
4,767 |
544 |
|
Re-measurement of defined benefit obligations |
(12) |
(2) |
(11) |
(2) |
|
Adjustment on account of demerger pursuant to the Composite scheme |
- |
2,122 |
- |
3,625 |
|
Dividend |
(454) |
- |
(454) |
- |
|
Transfer to retained earnings on sale of investment |
- |
- |
842 |
- |
|
Others |
- |
- |
1 |
- |
|
Balance in Retained earnings at the end of the year |
6,561 |
2,504 |
9,310 |
4,165 |
*The figures for FY 2022 are not comparable with previous year ended March 31,2021, since the figures for the previous year ended March 31,2021 are financial results for only two months of the demerged Life Science Ingredients (''LSI'') business from Jubilant Pharmova Limited from the effective date of demerger i.e. February 1,2021 till March 31,2021.
Further, pursuant to the Composite Scheme of Arrangement, five subsidiaries of Jubilant Pharmova Limited namely Jubilant Infrastructure Limited, Jubilant Life Sciences (USA) Inc., Jubilant Life Sciences International Pte. Limited, Jubilant Life Sciences (Shanghai) Limited and Jubilant Life Sciences NV became subsidiaries of the Company effective from February 1,2021. Accordingly, the Company had prepared consolidated Financial Statements for FY 2021 by incorporating financials of these subsidiaries for two months'' period from February 1, 2021 to March 31,2021.
In FY 2022, on a standalone basis, your Company recorded total revenue from operations of H48,604 million.
For FY 2022, EBITDA stood at H8,418 million with EBITDA margins at 17%.
Reported PAT was H4,523 million in FY 2022.
The consolidated financial statements, prepared in accordance with the provisions of the Companies Act, 2013
(the ''Act''), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations'') and Indian Accounting Standards (Ind-AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Act, form part of the Annual Report.
Your Company has prepared consolidated financial statements for FY 2021 by incorporating financials of the subsidiaries for two months starting from February 1, 2021, being the date when the subsidiaries of Jubilant Pharmova Limited became subsidiaries of the Company pursuant to the demerger.
Your Company reported revenue from operations H49,494 million, EBITDA was H8,633 million and PAT was 4,767 million, on a consolidated basis, in FY 2022.
During FY 2022, the segment revenue from the Speciality Chemicals was H13,926 million, Nutrition and Health Solutions was H7,673 million and Chemicals Intermediates revenue was H27,895 million. The overall EBITDA in FY 2022 was H8,633 million translating to EBITDA margin of 17%. Further, in FY 2022, the net profit attributable to the owners of the Company was H4,767 million and the basic EPS stood at H29.98 (Diluted H29.97).
Your Company continues to do the capacity optimisation and expansion of existing products based on the global demand situation and in addition has envisaged opportunity based growth plans through investments on new product platforms and new business areas for future growth.
Your Company''s ongoing capital investment projects are moving as per the plan and it has already committed capex worth H800 crore so far. All plants with this committed investment are expected to be commissioned by FY 2024.
Your Company has also firmed up additional growth capital investments during FY 2023 & FY 2024, it plans to commit additional capex worth H1,250 crore to expand its footprints in all business segments including its newly added product platforms like Diketene and new business areas like Agro Actives and further strengthen the Company''s leadership in chosen areas of product portfolios including in CDMO projects. Your Company has plans to complete and commission all these new plants by FY 2025.
Under its three business segments, your Company is working towards the following expansions in addition to capacity optimisation and expansion of existing products:
Under its Speciality Chemicals business segment, your Company will undertake capital expenditure towards the following:
⢠CDMO (Non-GMP) - Multipurpose plants for Pharma & Agro intermediates.
⢠MPP Agro Active plant - Moving up the value chain to final Agro actives.
⢠Diketene Plant - Moving up the value chain of Ketene, growing demand & exit of the old leading producer.
In addition to above committed capital expenditure, your Company will also undertake projects for further product expansions in Diketene derivatives, Agrochemical Intermediates and Agro Actives (Fluorination based Fungicide).
Under the Nutrition and Health Solutions business segment, your Company will undertake capital expenditure towards the following:
⢠Vitamin B3 expansion - For niche end uses in Food, Cosmetics & Pharma
⢠Animal & Human Nutrition Premix plant - Moving up the value chain from ingredients to Premixes to improve the portfolio of products.
In its Life Science Chemicals business segment, your Company will undertake capital expenditure towards the following:
⢠Acetic Anhydride capacity expansion - Growing demand & geographic expansion
Shift from molasses based to grain based alcohol
Overall, three business segments hold an optimistic outlook for the coming years as it continues to stay invested in the long-term projects to drive growth.
A detailed note on Performance Review is given under ''Management Discussion and Analysis Report''.
During the year under review, no amount was transferred to general reserves by the Company.
During the year, the Board of Directors of the Company declared an interim dividend of H2.50 (250%) per equity share at its Board Meeting held on February 01,2022 on 15,92,81,139 equity shares of H1 each. The Directors are pleased to recommend a final dividend of H2.50 (250%) per equity share of H1 each, which if approved at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders of the Company whose names appear in the Register of Members and whose names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited as on record date fixed for this purpose. The total dividend for the year would be H5 (500%) per equity share of face value of H1 each aggregating to H796 million (Rupees seven hundred ninety-six million only).
Your Company believes in maintaining a fair balance between cash retention and dividend distribution. Cash retention is required to finance acquisitions and future growth and also as a mean to meet any unforeseen contingencies. Pursuant to Regulation 43A of the Listing Regulations, the Company has formulated its Dividend Distribution Policy which specifies the financial parameters, internal and external factors that are to be considered by Board while declaring a dividend. Dividend Distribution Policy is uploaded on the website of the Company
which can be accessed at https://www.iubilantinarevia. com/investors/corporate-governance/policies-and-codes/ dividend-distribution-policy
During the year, there has been no change in the authorised share capital of the Company. As on March 31, 2022, the subscribed, issued and paid-up share capital of the Company stood at H15,92,81,139 comprising 15,92,81,139 equity shares of H1 each.
The shareholders of the Company, at the Extra-Ordinary General Meeting held on January 18, 2021, approved a General Employee Benefits Scheme namely Jubilant Ingrevia General Employee Benefits Scheme-2021 (''JIGEBS-2021'') for the employees of the Company and its subsidiary companies.
On May 24, 2021, the shareholders, through Postal Ballot, have approved an Employee Stock Option Plan namely ''Jubilant Ingrevia Employees Stock Option Plan 2021'' (''ESOP-2021'') for the employees of the Company and its subsidiary companies.
The ESOP-2021 and JIGEBS-2021 are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (the ''SEBI ESOP Regulations''). During the year, there was no material change in JIGEBS-2021.
The details of JIGEBS-2021 and ESOP-2021 pursuant to the SEBI ESOP Regulations have been placed on the website of the Company and web-link of the same is https://www.iubilantingrevia.com/pdf/esop-disclosure-fy2021-22.pdf.
(c) Debentures
Pursuant to the Composite Scheme of Arrangement, 1,000, 7.90% Secured, Rated, Listed, Redeemable Non-Convertible Debentures (''NCDs'') of H10,00,000 (Rupees Ten Lac) each amounting to H1000 million were transferred to the Company. The same are listed on the Whole-sale Debt Market Segment of National Stock Exchange of India Limited.
The highlights of performance of subsidiaries and associates companies and their contribution to the overall performance of the Company during the period under report is provided in note no. 48 to the consolidated financial statements. The Company does not have any joint venture. A separate statement containing the salient features of financial statements of subsidiaries and associates of the Company in the prescribed form AOC-1 forms part of consolidated financial statements, in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with the rules issued thereunder
As on March 31, 2022, the Company does not have any material subsidiary.
Brief particulars of the subsidiaries of the Company on a standalone basis are given below:
JIL, the wholly-owned subsidiary of the Company has developed a sector specific Special Economic Zone (''SEZ'') for chemicals in Gujarat with the best in class infrastructure facilities and utility plants like boiler, effluent treatment, incinerator, roads and DM water.
The Company has three units in the SEZ. The finished products of Unit-1 and Unit-2 are fully backward integrated and are using innovative technologies developed in-house. Unit-4 has become operational in August, 2019 with the world class manufacturing facilities.
The global scale plants of Vitamin B3 and 3-Cyanopyridine at the SEZ make your Company the largest producer of Vitamin B3 in India and the second largest globally. Unit-4 deals in Acetyl and manufacturing of Acetic Anhydride products. The Company is a market leader in India and enjoying a substantial share in global markets in this product.
During the year, Jubilant Agro Sciences Limited, a wholly owned subsidiary of the Company, entered into a lease agreement with JIL for 23-acre land to set up its crop protection chemicals and Agro active manufacturing facilities.
Total income of JIL during FY 2022 was H1435 million as against for FY 2021, total income for 2 month''s period from February 1,2021 to March 31,2021 was H196 million.
JLS-USA, incorporated in Delaware-USA, is a wholly-owned subsidiary of the Company. It undertakes sales, distribution and business transactions of the Company''s products in Americas. Total income of JLS-USA during FY 2022 was H2,412 million as against for FY 2021, total income for 2 month''s period from February 1, 2021 to March 31, 2021 was H353 million.
JLS NV is a wholly-owned subsidiary of the Company. It undertakes sales, distribution and business transactions of the Company''s products in the European markets. Total income of JLS NV during FY 2022 was H6,504 million as against for FY 2021, total income for 2 month''s period from February 1,2021 to March 31,2021 was H652 million.
JLSIL, incorporated in Singapore, is a wholly-owned subsidiary of the Company. Total income of JLSIL during FY 2022 was H25 million as against for FY 2021, total income for 2 month''s period from February 1, 2021 to March 31, 2021 was H1 million. During the Year ended March 31, 2022, the Company has sold its investment in Safe Food Corporation for H1,355 million consequent upon the merger of Safe Food Corporation with Packers Sanitation Services Inc. Limited. The resulting gain amounting to H896 million on sale of
investment was recognised in ''Other comprehensive income'' of the Company.
JLS-Shanghai is wholly-owned subsidiary of the Company. It undertakes sales, distribution and business transactions of the Company''s products in China. Total income of JLS-Shanghai during FY 2022 was H1,467 million as against for FY 2021, total income for 2 month''s period from February 1, 2021 to March 31,2021 was H279 million.
JASL, was incorporated to manufacture, sales, distribution and business transactions Crop Protection Chemicals, Agro actives and grain based Specility and Bio Ethnols etc.
The name of the company was changed from Jubilant Crop Protection Limited to Jubilant Agro Sciences Limited effective from April 22, 2022 after approval of Registrar of the Companies, Kanpur.
JASL has not yet started the revenue generation as it is still in the project stage.
On February 18, 2021, your Company acquired 0.01% Convertible Preference Shares (''CPS'') of MVFPL, representing potential 20.99% shareholding in MVFPL, once converted. CPS are convertible into equity shares of MVFPL at a defined conversion ratio as per the terms of the underlying contract.
MVFPL is engaged in the manufacture of Meat Analogues from plant based proteins and mainly catering its products in north India. This is a new trend that is catching up in Human Nutrition segment and the Company is looking into this for scale up.
For the purpose of sourcing group captive solar power, during the year, your Company invested H58.28 million and acquired 26% stake in AMP Energy by way of acquisition of 5,82,800 equity shares of H10 each and 52,452, 0.01% Compulsorily Convertible Debenture of H1,000 each.
Your Company has also entered into a Power Purchase Agreement (''PPA'') with AMP Energy to procure 100% of the output of solar energy produced for next 20 years as per the rates negotiated in the agreement. As per the Share Purchase, Subscription and Shareholder''s Agreement, in the event of termination of the contracts or completion of the PPA term, your Company shall receive nominal value of its investment without any share of profit/ loss in the associate.
In terms of provisions of Section 139 of the Act and the Rules made thereunder, the Shareholders of the Company have at the first Annual General Meeting held on December 1,2020, approved the appointment of M/s. Walker Chandiok & Co. LLP, Chartered
Accountants (FRN 001076N/N500013) as Statutory Auditors of the Company for a term of 5 years. Accordingly, they hold the office till the conclusion of the 6th AGM of the Company to be held in the year 2025.
The Auditors'' Report for FY 2022 do not contain any qualification, reservation, adverse remark or disclaimer.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.
In terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the cost accounts and records are prepared and maintained by the Company pursuant to the provisions of Section 148(1) of the Act.
Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has prescribed audit of cost records for certain products. Accordingly, the Company carries out cost audit of its products. Based on the recommendations of the Audit Committee, the Board of Directors have re-appointed M/s J. K. Kabra & Co., Cost Accountants as Cost Auditors of the Company to conduct cost audit for FY 2023.
The Board of Directors on the recommendation of the Audit Committee have approved the remuneration payable to Cost Auditors. In terms of Section 148 of the Act and rules made thereunder, members are requested to consider the ratification of remuneration payable to M/s J.K. Kabra & Co., Cost Accountants for FY 2023.
The Board has appointed M/s Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit in accordance with the provisions of Section 204 of the Act. and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for FY 2022. The Secretarial Audit Report for FY 2022 has been obtained and does not contain any qualification, which requires any comments from the Board. The Secretarial Audit Report for FY 2022 is annexed to this report as Annexure -1.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In order to strengthen the Board, Ms. Ameeta Chatterjee (DIN 03010772) was appointed as an Additional Director in the category of Independent Director for a period of 5 years and Mr. Arjun Shanker Bhartia (DIN 03019690) was appointed as an Additional Director in the category of Non-Executive Director, effective from April 17, 2021. The said appointments were duly approved by the shareholders at the 2nd Annual General Meeting (''AGM'') of the Company.
Further, effective from May 17, 2022, Mr. Anant Pande (DIN 08186854) ceased to be the Whole-Time Director on the Board of the Company and Mr. Anil Khubchandani (DIN 09209485) has been appointed as Co-CEO and Whole-Time Director on the Board of the Company.
Mr. Shyam S. Bhartia (DIN 00010484) and Mr. Priyavrat Bhartia (DIN 00020603) retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment.
In the opinion of the Board, the Independent Directors possess the requisite expertise, integrity, experience and proficiency for appointment as Independent Directors of the Company.
Further, there has been no change in Key Managerial Personnel of the Company during the year.
Four meetings of the Board of Directors of the Company were held during FY 2022. During the financial year, Company''s Board met four times i.e. on June 7, 2021, July 20, 2021, October 19, 2021 and February 1,2022.The details on meetings of the Board of Directors are given under ''Corporate Governance Report''.
DECLARATION OF INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Regulation 16 of the Listing Regulations.
The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Act. All our Independent Directors are registered on the Independent Directors Databank. None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
APPOINTMENT AND REMUNERATION POLICY
The Company has implemented Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations. Salient features of the Policy and other details have been disclosed in the Corporate Governance Report attached to this Report. The Policy is available at the weblink https:// iubilantingrevia.com/investors/corporate-governance/policies-and-codes/appointment-and-remuneration-policy.
ANNUAL PERFORMANCE EVALUATION OF THE BOARD
A statement on annual evaluation of the performance of the Board, its Committees and of individual Directors forms part of the Corporate Governance Report attached to this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors, based on the representation received from the management, confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied them consistently and made iudgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2022 and of the profits of the Company for the year ended March 31,2022;
(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
Based on the framework of internal financial controls including the Controls Manager for financial reporting and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022; and
(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
COMPOSITION OF AUDIT COMMITTEE
As on date, the Audit Committee comprises Mr. Sushil kumar Roongta, Chairman, Mr. Arun Seth, Mr. Pradeep Banerjee, Mr. Siraj Azmat Chaudhry, Ms. Ameeta Chatterjee and Mr. Arjun Shanker Bhartia. The Board has accepted all the recommendations made by the Audit Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed pursuant to Section 134 of the Act read with the Companies (Accounts) Rules, 2014 is given as Annexure-2 and forms part of this Report.
Particulars of Directors and Employees as required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure-3 and form part of this Report.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS
Risk-taking is an inherent trait of any enterprise. However, if risks are not properly managed and controlled, they can affect the Company''s ability to attain its objectives. Risk management and Internal Financial Control systems play a key role in directing and guiding the Company''s activities by continually preventing and managing risks. The Board, Audit Committee and Senior Management team collectively set the overall tone and risk culture of the Company by identifying the risks impacting the Company''s business and documenting the process of
identification, evaluation, prioritisation, mitigation, monitoring and communication of risk as a part of the risk management policy. The Company has well defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority and a set of processes and guidelines.
There exists a well-designed risk management framework and the same is reviewed by the Board on a periodic basis. Some of the key risks identified in various businesses of the Company are specified below:
i. Environment, Health and Safety (EHS)
ii. Compliance and Regulatory
iii. Delay in implementation and Effectiveness of New Technology in Growth Project/ Capex
iv. Climate change
v. ESG Performance
vi. Disruption in availability of Energy resources & disruption in Supply Chain
vii. Human Resource - Acquiring and Retaining Skilled Talent
viii. Individual & Group Activism
ix. Information Technology
x. Competition, Cost Competitiveness and Pricing
xi. Research Development & Technology / New Product Development
The Company promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator. With the growth strategy in place, risk management holds the key to the success of the Company''s journey of continued competitive sustainability in attaining the desired business objectives.
The Company''s internal control systems are effective and robust, ensuring that there is efficient use and protection of resources and compliance with policies, procedures, financial reporting and statutory requirements. There are well-documented guidelines, procedures and processes, integral to the overall governance, laws and regulations.
To compete globally, stringent Corporate Governance and financial control over operations is essential for the Company. To ensure a robust Internal Financial Controls framework, your Company has worked on three lines of defence strategy which is as under:
i. Build internal controls into operating processes - To this end, your Company has ensured that detailed Delegation of Authority and Standard Operating Procedures (SOPs) for the processes are followed, financial decision making is done through Committees, IT controls are built into the processes, segregation of duties is done, strong budgetary control framework exists, the entity level controls including Code of Conduct, Ombudsperson Office, etc. are established. For better governance, these operational controls have been implemented through Enterprise Resource Planning (ERP) and other IT applications.
ii. Create an efficient review mechanism - Your Company has created a review mechanism under which all the businesses are reviewed for performance once in a month and functions are reviewed on a monthly/quarterly basis by the CEO and Managing Director. Additionally, a robust control self-assessment (CSA) process is implemented through deployment of ''Controls Manager software''. Quarterly online controls self-assessment is initiated which enables process owners to perform self-assessment against the Risk and Control Matrices (RCMs). The CSA process enables the Company to monitor the adequacy and effectiveness of the internal control environment.
Further, statutory compliances are monitored through online tool ''Conformity. Amendments or new statutory requirements are also updated on a regular basis in the tool for effective tracking and adherence. This reinforces the Company''s commitment to adopt best corporate governance practices.
iii. Independent assurance - Your Company has appointed a Big Four firm as internal auditors to perform systematic independent audit of every aspect of the business to provide independent assurance on the effectiveness of the internal controls and highlight the gaps for continuous improvement. The Audit Committee reviews observations reported by Internal Auditors and implementation status of audit recommendations & improvements.
Additionally, the Statutory Auditors audited financial statements of the Company included in this Annual Report and have issued an Independent report on the Company''s internal control over financial reporting (as defined in Section 143 of the Act). The Audit Committee acts as a governing body to monitor the effectiveness of the Internal Financial Controls framework.
To improve the controls in operations, your Company has established, for each line of business, the concept of financial decision making through operational committees. The entire purchase, credit control and capital expenditure decisions are taken jointly in committees.
A detailed note on Internal Control Systems and Risk Management is given under ''Management Discussion and Analysis Report''.
Management System (IMS)
1. Jubilant Ingrevia demonstrates its commitment towards environment, health, safety and security of its employees, work places, surroundings including communities by implementing Responsible Care Management System (RCMS) under American Chemistry Council''s (ACC) Responsible Care® program. Jubilant Ingrevia is certified by DNV-GL for RC 14001:2015 (Responsible Care®14001:2015) system at its corporate office in Noida and manufacturing sites in Gajraula, Uttar Pradesh, Bharuch in Gujarat and Nira in Maharashtra.
The Company''s corporate office in Noida and manufacturing facilities at Gajraula, Bharuch, Nira, Savli & Ambernath have been awarded Responsible Care Logo (RC Logo) by Indian Chemistry Council (ICC).
Responsible Care initiative encompasses comprehensive environmental management system, occupational health and safety, product stewardship, security, community outreach and transportation safety and aims at achieving and sustaining high standards of performance.
Gajraula, Nira, Bharuch and Savli Manufacturing facilities are certified under Integrated Management System program for ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health and Safety Management system).
The corporate office in Noida and Branch offices Mumbai and Hyderabad are certified for Quality Management System ISO 9001:2015.
The corporate office in Noida is certified for Information Security Management System ISO/IEC 27001:2013.
2. Gajraula manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015, Energy Management System (ISO 50001:2018), Food Safety System Certification Standard (FSSC 22000 Version 5) certification scheme for Food Safety Management System (ISO 22000:2018) for FSSAI products and Good Manufacturing Practice (GMP). Quality Control Laboratory has been accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL) for chemical testing in accordance with the ISO/IEC 17025:2017. This manufacturing facility has Kosher and Halal certification for several products
3. Bharuch manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015 and Energy Management System (ISO 50001:2018). Niacinamide manufacturing facility has been certified for WHO GMP, Food Safety System Certification Standard (FSSC 22000 Version 5) certification scheme for Food Safety Management System (ISO 22000:2018) for manufacturing and sale of Niacinamide for food application. Your Company has also got GMP certification by SGS, GMP in compliance with FAMI-QS Code (version 6) for production of relevant food/feed ingredients and other ingredient. Quality control laboratory has been accredited by National Accreditation Board for testing and calibration laboratories (NABL) for chemical testing in accordance with the ISO/IEC 17025:2017. The facility is certified for Kosher, Halal-India, Halal Indonesia and FSSAI from Food Safety and Standards Authority of India.
4. Nira manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015. This facility has been certified for Food Safety System Certification Standard (FSSC 22000 Version 5) Certification Scheme for Food Safety Management System (ISO 22000:2018) for relevant food application. This facility is certified to Kosher, Halal-India and FSSAI from Food Safety
and Standards Authority of India.
5. Savli manufacturing facility has been certified for Feed Safety Management System including GMP in compliance with FAMI-QS Code (version 6) for production of specialty feed ingredients.
6. Ambernath manufacturing facility is ISO 9001:2015 certified for Quality Management System.
During FY 2022, the Company continued to deliver on its business goals, including growing its revenue and proving cost discipline year-on-year. This was possible because of the commitment, skills and capabilities showcased by its people. In FY 2021, the pandemic not only became a catalyst towards re-thinking where one works physically, but also prompted a change in how one works.
The Company has been committed to creating a positive and productive environment for its people enabling them to perform their best and at the same time remain healthy, happy and resilient. The Company''s people and places strategy has been designed along four drivers that guide its work practices:
1. Optimised workforce: In the talent acquisition space, the Company has fully digitised its process right from sourcing to screening to evaluation to offer. A strong SLA based process has been adhered to ensure the right talent acquisition.
The Company has been focusing on attracting the best talent from India''s leading campuses so as to have a steady flow of fresh talent, thereby creating a strong pool of future leaders. With this intent the year saw 58 campus hirings that included 37 graduate & management trainees and 21 summer interns.
Leveraging internal talent has been another area of focus with the objective of creating opportunity for multiskilling and to provide Jubilant Ingrevia''s people with opportunities to not only sharpen existing skills but add new ones for their overall professional development. This has led to identification of talent movements that will materialise in future, over the next 24-36 months.
2. Building people capabilities: Focusing on learning through structured, blended interventions, the Company established targeted development programs to fuel the growth ambitions of its people by honing and nurturing their potential. Similar to last year this year too, the Company continued its journey towards building people and thereby organisation''s capabilities. The year saw a focussed intervention to identify role specific development needs for a structured development approach based on 70:20:10 Model. Around 51 employees underwent leadership development journey that included programs like ''Finance for NonFinance Development'' Journey, ''Mentoring Program'' for high potential employees and Development Centre to arrive at robust individual led development plans.
3. Fostering an inclusive workplace: To reinforce a culture of inclusion and openness to diverse opinions along with Sustainable growth, the Company introduced ''Responsible
& Inclusive Growth Strategy'', based on three pillars i.e Sustainability, Multi Skilling and Diversity. This strategy has been inducted across the Company along with its business growth strategy.
4. Enhanced employee experience: Trust & transparency are one of the major building blocks for creating enhanced employee experience. Additionally, the culture of meritocracy as part of the performance management system, is seen as one of the critical elements for giving the employees a sense of confidence. The continued developmental feedback conversations enable a dialogue on strengths as well as focus areas to build careers based on aspirations and opportunities.
As part of enhanced experience, the year also saw reward & recognition transitioning to a digital platform with the intent of providing a richer experience of availing monetary benefits on digital marketplace along with options of nonmonetary experiences like leader meet and greet over lunch, role shadowing and mentoring.
For better experience building, standardisation and harmonisation of the processes have also been the key interventions this year with an objective of bringing uniformity and simplification of the processes across businesses.
At sites, 100% operations were ensured by the dedicated team of people who worked round the clock following all safety precautions. During the year, the Company enjoyed cordial relations with its employees and there have been no instances of labour unrest or disputes at any of the manufacturing sites. ''Zero'' production loss has been ensured by maintaining peaceful IR and plant eco- system.
Your Company has an established vigil mechanism for Directors and employees to report their genuine concerns, as approved by the Board on the recommendation of the Audit Committee.
The Whistle Blower Policy of the Company is formulated and uploaded on the Company''s website at the following https:// www.iubilantingrevia.com/investors/corporate-governance/ policies-and-codes/whistle-blower-policy
The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) is an integral part of the sustainability framework of Jubilant Ingrevia. During FY 2022, the Company, through Jubilant Bhartia Foundation (''JBF'') undertook CSR initiatives under Health care, Education and Livelihood.
JBF, established in the year 2007, a not-for-profit arm of the Jubilant Bhartia Group is responsible for conceptualisation and implementation of the CSR activities of all Jubilant Bhartia Group companies.
The CSR programs of Jubilant Ingrevia are strategised in line with the United Nations Sustainable Development Goals (SDGs), also known as ''Global Goals''.
With a thrust on CSR, the Company is continuously working towards its Economic, Environmental and Social performance. The Company''s CSR proiects are designed in a way to empower the communities around the area of operations of the Company and add value in their lives. The interventions work on a 4P model (Public-Private-People-Partnership). JBF''s detailed activities are available on its website www.iubilantbhartiafoundation.com.
The Company''s CSR programs are weaved in with a vision to bring progressive social change through strategic multi-stakeholders'' partnership and bring about a social change involving, knowledge generation & sharing, experiential learning and entrepreneurial ecosystem through JBF.
During FY 2022, the Company continued working in the arena of Health, Education & Livelihood to improve the quality of the life of the community around the manufacturing locations.
The brief details of its initiatives are stated below:
Company aims to reach an approximate population of 1.78 lacs in 243 villages through its various health based CSR initiatives like Jubilant Aarogya (extending affordable healthcare services through mobile, static clinic through JUBICARE- a tele-clinic platform and need based health awareness camps) and sending audio messages & counselling to expecting mothers (Swasthya Prahari project).
Swasthya Prahari - This project aims to combat malnutrition among children of age group of 0-5 years. This program covers 32 villages around the Company''s manufacturing facility in Gajraula (Uttar Pradesh). These CSR initiatives contribute towards the fulfilment of SDG with respect to Zero Hunger.
The project aims at improving the nutrition status of children under the age of 5 years in target villages. The growth monitoring of target children is done through mobile based biometric enabled IT platform by the select women health guard (Swasthya Praharis). This is followed by grading of the target children as per their weight. The malnourished children are counselled on how to improve their diet and nutrition. The children in Severe Acute Malnutrition (SAM) category are recommended to Nutrition Rehabilitation Center (NRC), a Government health facility where SAM children are admitted and cured.
Another initiative under this program is sending the pre-recorded voice messages to the expecting/pregnant mothers, providing information on their well-being and nutritional requirements.
Jubilant Aarogya - The goal of this health program is to provide basic healthcare services to the community. It is operational around the manufacturing units of the Company at Gajraula (Uttar Pradesh), Nira (Maharashtra), Savli & Bharuch (Gujarat).
The key objective of this health program is to extend basic healthcare services and awareness to the vulnerable communities. The preventive and curative health services are provided through JBF Medical Centre and mobile dispensary, JubiCare- Tele clinic and Swasthya Prahari initiatives.
JubiCare and the telemedicine app help in extending immediate healthcare support and also delivery of healthcare services to the community in the aftermath of the situation emerged owing to the COVID-19 pandemic.
This educational initiative has catered over 24,000 beneficiaries (students & teachers), covering 180 villages through e-Muskaan (School Digitisation), Khushiyon Ki Pathshala (Value education) & Muskaan Fellowship (Youth Leadership program).
e-Muskaan- The e-muskaan project was launched to promote digital education amongst the children in the community. It facilitates cognitive growth of a child. The project creates a hybrid model of learning by installing smart TVs across all the target government schools. These TVs are equipped with i-dream syllabus content to facilitate the digi-learning through audiovisuals means. The TV cabinet also acts as a writing board for the staff.
Khushiyon Ki Pathshala: A child centric program with teachers acting as facilitators. The project entails training of teachers on making the school more inclusive and thereby, creating a child friendly society. At the same time, it also helps in moulding the teachers'' personality.
Muskaan Fellowship: Jubilant Youth Development program is a unique youth leadership training program that focuses on sensitising and enhancing the capacity of youth on community issues and value-based decision making.
Working towards providing sustainable livelihood to the community: Sustainable livelihood opportunities are provided to the community through various initiatives like Nayee Disha (Skill Development), Samridhhi (Self Help Group & micro enterprise promotion), JUBI-farm (sustainable agriculture program having sub programs like Pashu Sakhi & Paryavaran Sakhi) initiatives, reaching out to a population of more than 21,000.
Nayee Disha - Nayee Disha is a skill development program, carried out in the vocational training centre based at Gajraula, Bharuch & Nira.
Samriddhi - The project aims to empower women by promoting entrepreneurial ventures. It thereby, promotes a sustainable income generation source by promoting a locally nurtured business. The project ''Neem Pulverisation'', under Samriddhi, is operational in Gujarat.
JubiFarm: The aim of this initiative is to provide a source of livelihood by promoting agri-business in the remote areas. Under this umbrella, the project Pashu Sakhi was launched to increase income by promoting livestock farming among poor & marginal livestock farmers and also by providing a proper market linkage to the poultry farmers. Prayavaran Sakhi initiative under JubiFarm promotes rural women entrepreneurship through formation of Self Help Group on self - sustainable model. The project entails plantation of neem saplings on a waste land, by Self Help Group women.
The Company has constituted the Sustainability & CSR Committee to review and oversee the Sustainability and CSR initiatives of the Company.
As on date, the Committee comprises Ms. Sudha Pillai, Chairperson, Mr. Hari S Bhartia, Mr. Arun Seth, Mr. Sushil Kumar Roongta, Mr. Pradeep Banerjee, Ms. Ameeta Chatterjee, Mr. Priyavrat Bhartia, Mr. Arjun Shanker Bhartia and Mr. Rajesh Kumar Srivastava.
A detailed note on Sustainability & CSR Committee is given under ''Corporate Governance Report.
Annual Report on CSR for FY 2022 including contents of the CSR Policy is attached as Annexure-4.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received.
The disclosure of complaints in relation to the Sexual Harassment of Women at Workplace is given under ''Corporate Governance Report''.
1. Annual Return: Pursuant to the provisions of Section
134(3)(a) of the Act, the annual return for FY 2022 has been uploaded on the Company''s website and can be accessed at https://www.iubilantingrevia.com/pdf/iubilantingrevia-
annual-return%E2%80%93fv2021-22.pdf.
2. Public Deposits: The Company has not accepted any deposits from the public during the year. The Company has no outstanding, overdue, unpaid or unclaimed deposits at the beginning and end of FY 2022.
3. Loans, Guarantees and Investments: Details of loans, guarantees/ securities and investments along with the purpose for which the loans, guarantees or securities are proposed to be utilised by the recipient have been disclosed in note no. 5 and 6 to the standalone financial statements.
4. Particulars of contracts or arrangements with the Related Parties: The Company has formulated a policy on Related Party Transactions (''RPTs''), which was amended on February 1, 2022, for dealing with the review and approval of RPTs. Prior omnibus approval is obtained for RPTs which are of repetitive nature. All RPTs are placed before the Audit Committee for review and approval in terms of the Act and Listing Regulations, as amended.
All RPTs entered into during FY 2022 were in the ordinary course of business and on arm''s length basis. No material RPTs were entered into during FY 2022 by the Company as defined in the Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in form AOC-2 is not applicable. Your Directors draw attention of the members to note no. 38 to the standalone financial statements which sets out the Related Party disclosures.
5. Material Changes in Financial Position: No material change or commitment has occurred after the close of the FY 2022 till the date of this Report, which affects the financial position of the Company.
6. Orders passed by Courts/ Regulators: No significant or material order has been passed by the regulators or courts or tribunals impacting the going concern status of the Company or its future operations.
7. Secretarial Standards: The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering the best corporate practices prevalent globally.
A detailed Report on Corporate Governance is attached as Annexure-5 and forms part of this Report. A certificate from a Practising Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations is attached to the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company as provided under the Listing Regulations has been given separately and forms part of this Report.
Your Directors acknowledge their gratitude for the co-operation and assistance received from the Central and State Government authorities. Your Directors thank the shareholders, debenture-holders, financial institutions, banks/ other lenders, debenture trustees, customers, vendors and other business associates for the confidence reposed by them in the Company and its management and look forward to their continued support. The Board also places on record its appreciation for the dedication and commitment of the Company''s employees at all levels, which has continued to be our major strength and we look forward to their continued support in the future.
Chairman Co-Chairman
(DIN: 00010484) (DIN: 00010499)
Place: Noida Date: May 17, 2022
Mar 31, 2021
Your Directors are pleased to present the Second Annual Report together with the Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2021.
Jubilant Ingrevia Limited (the âCompanyâ or âJubilant Ingreviaâ) is a global integrated Life Science products and Innovative Solutions provider serving Pharmaceutical, Nutrition, Agrochemical, Consumer and Industrial customers with customised products and solutions that are innovative, cost-effective and conforming to excellent quality standards.
The Company offers a broad portfolio of high quality ingredients that find application in a wide range of industries. The Company has 2,064 employees and serves more than 1,400 customers in more than 60 countries across the world. The Companyâs portfolio also extends to custom research and manufacturing for pharmaceutical and agrochemical customers on an exclusive basis.
Jubilant Ingrevia is a Responsible Care certified Company, driven by the motive to add value to millions of lives through innovations and cutting-edge technology. As a leader in key products that the Company manufactures, it takes pride in being a partner of choice for its valued customers.
COMPOSITE SCHEME OF ARRANGEMENT
With the view to create separate and focussed entities for Pharmaceuticals and Life Science Ingredients (âLSIâ) businesses, for unlocking the shareholders'' value and for capturing attractive growth opportunities, the Board of Directors, at its meeting held on October 24, 2019, approved the Composite Scheme of Arrangement amongst HSB Corporate Consultants Private Limited, Jubilant Stock Holding Private Limited, SSB Consultants & Management Services Private Limited, JCPL Life Science Ventures and Holdings Private Limited, JSPL Life Science Services and Holdings Private Limited (collectively âTransferor Companiesâ), Jubilant Pharmova Limited (name of Jubilant Life Sciences Limited changed to Jubilant Pharmova Limited - âTransferee Companyâ/ âDemerged Companyâ) and Jubilant Ingrevia Limited (name of Jubilant LSI Limited changed to Jubilant Ingrevia Limited - âResulting Companyâ) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the ''Scheme'') which was approved by the Hon''ble National Company Law Tribunal, Allahabad Bench vide order dated December 23, 2020.
Demerger of the LSI business of Jubilant Pharmova Limited pursuant to the Scheme became effective from February 1, 2021. Consequently, the LSI business has been demerged into the Company.
The Company has prepared Financial Statements for the Financial Year ended March 31, 2021 by incorporating financials of the LSI business from February 1, 2021 to March 31, 2021.
Pursuant to the Composite Scheme of Arrangement, five subsidiary companies of Jubilant Pharmova Limited namely, Jubilant Infrastructure Limited, Jubilant Life Sciences (USA) Inc., Jubilant Life Sciences International Pte. Limited, Jubilant Life Sciences (Shanghai) Limited and Jubilant Life Sciences NV became subsidiaries of the Company effective from February 1,2021. Accordingly, the Company has prepared Consolidated Financial Statements for the Financial Year ended March 31, 2021 by incorporating financials of the subsidiaries from February 1, 2021 to March 31, 2021.
|
('' / Million) |
||||
|
Standalone |
Consolidated |
|||
|
Particulars |
Year ended March 31, 2021 |
Year ended March 31, 2020 |
Year ended March 31, 2021 |
Year ended March 31, 2020 |
|
Revenue from operations |
6,689 |
- |
6,841 |
- |
|
Total operating expenditure |
5,721 |
2 |
5,670 |
2 |
|
EBITDA (before other income) |
968 |
(2) |
1,171 |
(2) |
|
Other income |
25 |
- |
26 |
- |
|
EBITDA |
993 |
(2) |
1,197 |
(2) |
|
Depreciation and amortisation expense |
214 |
- |
221 |
- |
|
Finance costs |
95 |
- |
73 |
- |
|
Exceptional items |
129 |
- |
129 |
- |
|
Share of loss of an associate |
- |
- |
- |
- |
|
Profit before tax |
555 |
(2) |
774 |
(2) |
|
Total tax expense |
169 |
- |
230 |
- |
|
Profit for the year |
386 |
(2) |
544 |
(2) |
|
Attributable to: |
||||
|
- Owners of the company |
386 |
(2) |
544 |
(2) |
|
('' / Million) |
||||
|
Standalone |
Consolidated |
|||
|
Particulars |
Year ended |
Year ended |
Year ended |
Year ended |
|
March 31, 2021 March 31,2020 |
March 31, 2021 |
March 31,2020 |
||
|
- Non-controlling interests |
- |
- |
- |
- |
|
Other comprehensive income |
(2) |
- |
50 |
- |
|
Total comprehensive income for the period |
384 |
(2) |
594 |
(2) |
|
Balance in retained earnings at the beginning of the year |
(2) |
- |
(2) |
- |
|
Profit for the year (attributable to owners of the Company) |
386 |
- |
544 |
- |
|
Remeasurement of defined benefits obligations |
(2) |
- |
(2) |
- |
|
Transfer pursuant to the Composite scheme |
2,122 |
- |
3,625 |
- |
|
Balance in Retained earnings at the end of the year |
2,504 |
(2) |
4,165 |
(2) |
(i) Standalone Financials
The Standalone Financials comprise financials of the demerged LSI business for the two months starting from February 1, 2021, being the date when the LSI business of Jubilant Pharmova Limited demerged into the Company.
Revenue from Operations
In the Financial Year 2020-21, on a standalone basis, the Company recorded total revenue from operations of '' 6,689 million.
EBITDA
For the Financial Year ended March 31, 2021, Earnings before Interest, Taxes, Depreciation and Amortisation (âEBITDAâ) stood at '' 993 million with EBITDA margins at 14.8%.
Reported Net Profit after Tax
Reported Net Profit after Tax (âPATâ) was '' 386 million in the Financial Year 2020-21.
(ii) Consolidated Financials
The Consolidated Financial Statements, prepared in accordance with the provisions of the Companies Act, 2013 (the âActâ), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the âListing Regulationsâ) and Indian Accounting Standards (Ind-AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Act, form part of the Annual Report.
The Company has prepared Consolidated Financial Statements for the Financial Year ended March 31, 2021 by incorporating financials of the subsidiaries for two months starting from February 1, 2021, being the date when the subsidiaries of Jubilant Pharmova Limited became subsidiaries of the Company pursuant to the Demerger.
Performance Review
We are glad to announce that we had a robust performance during the Financial Year 2020-21. Despite the COVID-19 related challenges, we reported revenue of '' 6,841 million, EBITDA of '' 1,197 million and PAT of '' 544 million, on a consolidated basis, in the Financial Year 2020-21.
During the Financial Year 2020-21, the segment revenue from the Speciality Chemicals was '' 2,083 million, Nutrition and Health Solutions was ''1,280 million and Life Sciences Chemicals revenue was ''3,479 million. The overall EBITDA in the Financial Year 2020-21 was '' 1,197 million translating to EBITDA margin of 17.5%.
Further, in the Financial Year 2020-21, the net profit attributable to the owners of the Company was '' 544 million and the basic EPS stood at '' 20.78.
The Company has envisaged opportunity based growth plans through new investments along with strengthening of its capacity through optimization and operating leverage.
Under its three business segments, the Company is working towards the following expansions:
Speciality Chemicals:
Under its Speciality Chemicals business segment, the Company will undertake capital expenditure to launch new platform of Diketene and its value-added derivatives. The Company will also invest in a world class manufacturing facilities for manufacturing of insecticides, fungicides and herbicides in the coming years. This will be in line with Company''s strategy to move up the value chain to produce agro-actives.
The Company is also planning to invest in GMP and Non-GMP multi-product facility for its CDMO project, which will cater to its , Pharma and Crop Protection customers in the coming years, as we are witnessing a large number of opportunities from global customers who are looking at developing alternate supply chains for themselves.
Nutrition and Health Solutions:
Under the Nutrition and Health Solutions business segment, we are expanding our existing capacity of Vitamin B3 and continue to be one of the market leaders by launching new branded animal as well as human nutrition products.
Keeping in mind the growing demand of Speciality Animal Nutrition products from our customers, the Company plans to enhance our portfolio with value-added premixes and therefore, we will carry out investments towards our premix plant expansion.
Our plan is to invest in value-added Vitamin B3 in Pharma, cosmetic, etc., for which we are planning to upgrade our facility to US DMF & European CEP compliant and to enter regulated pharma market of Niacinamide.
Life Science Chemicals:
In its Life Science Chemicals business segment, we are expanding our existing acetic anhydride capacity, along with addition of value added acetic acid and aldehydes, as we are planning to develop and enhance our value added products in the Speciality Ethanol.
We also plan to invest in a green Acetic Acid plant to cater to the bio route acetyls chain market.
Overall, our three business segments hold an optimistic outlook for the coming years as it continues to stay invested in the long-term projects to drive growth.
DIVIDEND
The Board is pleased to recommend a dividend of 35% i.e. '' 0.35 per fully paid up equity share of '' 1 each amounting to '' 55.80 million for the year ended March 31, 2021. The payment of dividend is subject to approval of the shareholders at the forthcoming Annual General Meeting (''AGM'') of the Company and shall be subject to deduction of income tax at source.
CAPITAL STRUCTURE
(a) Share Capital
During the year, there has been no change in the authorised share capital of the Company.
Pursuant to the Composite Scheme of Arrangement, the issued, subscribed and paid-up equity share capital of the Company comprising 5,00,000 equity shares of ''1 each aggregating to '' 5,00,000 were cancelled on February 15, 2021 and the Company issued and allotted 15,92,81,139 equity shares of Re. 1 each, to the eligible Shareholders of Jubilant Pharmova Limited, whose names appear in the Register of Members or in the respective beneficiary accounts with the Depository Participants as on the Record Date i.e. February 5, 2021, in the ratio of 1:1 i.e. 1 equity share of the Company for every 1 fully paid up equity share of '' 1 each held by the shareholders of the Demerged Company.
Thereafter, on receipt of the relaxation granted by the Securities and Exchange Board of India (âSEBIâ) from the applicability of Rule 19(2)(b) of the Securities Contract (Regulation) Rules 1957, the Company received trading approval for the equity shares from BSE Limited and National Stock Exchange of India Limited effective from March 19, 2021.
As on March 31,2021, the subscribed, issued and paid-up share capital of the Company stood at '' 15,92,81,139 comprising 15,92,81,139 equity shares of '' 1 each.
(b) Employees Stock Option Plan and General Employee Benefits Scheme
During the year, the shareholders of the Company, at the Extra-Ordinary General Meeting held on January 18, 2021, approved a General Employee Benefits Scheme namely Jubilant Ingrevia General Employee Benefits Scheme-2021 (âJIGEBS-2021â) for the employees of the Company and its subsidiary companies.
On May 24, 2021, the shareholders, through Postal Ballot, have also approved an Employee Stock Option Plan namely âJubilant Ingrevia Employees Stock Option Plan 2021â (âESOP-2021â) for the employees of the Company and its subsidiary companies.
The ESOP-2021 and JIGEBS-2021 are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (the âSEBI ESOP Regulationsâ). During the year, there was no material change in JIGEBS-2021.
The details of JIGEBS-2021 and ESOP-2021 pursuant to the SEBI ESOP Regulations have been placed on the website of the Company and web-link of the same is https://www.iubilantingrevia.com/investors/financials/ annual-reports.
(c) Debentures
Pursuant to the Composite Scheme of Arrangement, all the liabilities and charges related to LSI business of the Demerged Company was transferred to and vested in the Company from the Demerger Appointed Date i.e. February 1, 2021. Accordingly, Secured Redeemable Non-Convertible Debentures of '' 1,000 Million issued by Jubilant Pharmova Limited, the Demerged Company, were transferred to the Company and are listed on the Wholesale Debt Market Segment of National Stock Exchange of India Limited.
The Company was incorporated on October 23, 2019. The name of the Company was changed from Jubilant LSI Limitedâ to âJubilant Ingrevia Limitedâ effective from October 16, 2020.
Brief particulars of the subsidiaries of the Company on a standalone basis are given below:
1. Jubilant Infrastructure Limited
This wholly-owned subsidiary of the Company has developed a Sector Specific Special Economic Zone (''SEZ'') for Chemicals in Gujarat with the best in class infrastructure facilities and utility plants like Boiler, Gas Turbine, Effluent Treatment, Incinerator and DM Water.
The Company has three units in the SEZ. The finished products of Unit-1 and Unit-2 are fully backward integrated and are using innovative technologies developed inhouse. Unit-4 has become operational in August, 2019 with the world class manufacturing facilities.
The global scale plants of Vitamin B3 and 3-Cyanopyridine at the SEZ make your Company the largest producer of Vitamin B3 in India and the second largest globally. Unit-4 deals in Acetyl and manufacturing of Acetic Anhydride products. The Company is a market leader in India and enjoying a substantial share in global markets in this product.
Total income of the company during the period from February 1,2021 to March 31, 2021 was '' 195.80 million.
2. Jubilant Life Sciences (USA) Inc.
This corporation incorporated in Delaware, USA is a wholly-owned subsidiary of the Company. It undertakes sales and distribution of specialty ingredients, nutrition and health ingredients, life science ingredients and fine chemicals in North America. Total income of the company during the period from February 1, 2021 to March 31, 2021was '' 353.02 million.
3. Jubilant Life Sciences NV
This is a wholly-owned subsidiary of the Company. 99.99% of its shares are held by the Company and the balance by Jubilant Infrastructure Limited. It is engaged in the supply of life science ingredients such as ethyl acetate, acetic anhydride, etc. and nutrition and health ingredients (feed and food grade) to the European markets. Total income of the company during the period from February 1, 2021 to March 31, 2021 was '' 652.47 million.
4. Jubilant Life Sciences International Pte. Limited
This corporation incorporated in Singapore, is a wholly-owned subsidiary of the Company. Total income of the company during the period from February 1, 2021 to March 31, 2021 was '' 0.66 million.
5. Jubilant Life Sciences (Shanghai) Limited
This wholly-owned subsidiary of the Company is held through Jubilant Life Sciences International Pte. Limited. It undertakes sales and distribution of products in China. This company is engaged in trading of specialty ingredients (pyridine and its derivatives), fine chemicals and nutrition & health ingredients. It is catering to pharmaceutical, animal feed and agrochemical industries in China. Total income of the company during the period from February 1, 2021 to March 31, 2021 was '' 279.18 million.
6. Jubilant Crop Protection Limited
On June 2, 2021, Jubilant Crop Protection Limited was incorporated as a wholly-owned subsidiary of the Company, inter-alia, to carry on the business of manufacturing of Pesticides/plant protection chemicals.
The company intends to be in the business of Pesticides/plant protection chemicals and wishes to capture the complete value chain in the field of pesticides/plant protection chemicals.
During the year, Jubilant Ingrevia has acquired 2,657 0.01% Convertible Preference Shares (''CPS'') of ''10 each of Mister Veg Foods Private Limited, India (âMVFPLâ), for a consideration of '' 21.64 million, representing potential 20.99% shareholding in MVFPL, once converted. CPS are convertible into equity shares of MVFPL at a defined conversion ratio as per the terms of the underlying contract.
MVFPL is engaged in the manufacture of Meat Analogues from plant based proteins and mainly catering its products in north India. This is a new trend that is catching up in Human Nutrition segment and the Company is looking into this for scale up.
PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES
The performance and financial position of the subsidiaries are given in Form AOC-1 attached to the Financial Statements for the year ended March 31, 2021.
In terms of provisions of Section 139 of the Act and the Rules made thereunder, the Shareholders of the Company have at the 1st AGM, approved the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Registration Number 001076N/N500013 with the Institute of Chartered Accountants of India) as Statutory Auditors of the Company for a term of 5 years from conclusion of the 1st AGM of the Company till conclusion of the 6th AGM of the Company to be held in the year 2025.
The Auditorsâ Reports for the Financial Year 2020-21 do not contain any qualification, reservation, adverse remark or disclaimer.
Pursuant to Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has prescribed the maintenance of cost records for certain products. During the financial year 2020-21, the Company was not required to maintain the cost records.
From the Financial Year 2021-22, the Company would need to maintain cost records and conduct audit of such records. Based on the recommendations of the Audit Committee, the Board of Directors has appointed M/s J. K. Kabra & Co., Cost Accountants as Cost Auditors of the Company to conduct cost audit for the Financial Year 2021 -22.
The Board had appointed M/s Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit pursuant to the provisions of Section 204 of the Act for the Financial Year 2020-21. The Report of the Secretarial Auditors is attached as Annexure-1 to this Report and does not contain any qualification, reservation, adverse remark or disclaimer.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company was restructured effective from February 6, 2021 as mentioned below:
⢠Appointment of Mr. Shyam S. Bhartia as Chairman
⢠Appointment of Mr. Hari S. Bhartia as Co-Chairman
⢠Appointment of Mr. Sushil Kumar Roongta, Ms. Sudha Pillai, Mr. Arun Seth, Mr. Pradeep Banerjee and Mr. Siraj Azmat Chaudhry as Independent Directors for a term of 5 consecutive years
⢠Appointment of Mr. Priyavrat Bhartia as Non-Executive Director
⢠Re-designation of Mr. Rajesh Kumar Srivastava as CEO and Managing Director in the category of Key Managerial Personnel for a period of 5 years
⢠Re-designation of Mr. Anant Pande as Whole-time Director for a period of 5 years
⢠Resignation of Mr. Arun Kumar Sharma as Director
The shareholders have, at the Extra Ordinary General Meeting held on February 6, 2021, approved the above appointments and re-designation of Directors. Effective from April 17, 2021, Ms. Ameeta Chatterjee was appointed as an Additional Director in the category of Independent Director for a period of 5 years and Mr. Arjun Shanker Bhartia was appointed as an Additional Director in the category of Non-Executive Director, subject to approval of the shareholders at the next Annual General Meeting. The Board recommends their appointment at the ensuing Annual General Meeting of the Company.
In the opinion of the Board, the Independent Directors possess the requisite expertise, integrity, experience and proficiency for appointment as Independent Directors of the Company.
Mr. Rajesh Kumar Srivastava and Mr. Anant Pande retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment.
Further, Mr. Prakash Chandra Bisht was appointed as Chief Financial Officer in the category of Key Managerial Personnel effective from February 16, 2021. Also, Ms. Deepanjali Gulati was appointed as Company Secretary in the category of Key Managerial Personnel effective from August 4, 2020.
Eleven meetings of the Board of Directors of the Company were held during the Financial Year 2020-21.
DECLARATION OF INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Regulation 16 of the Listing Regulations.
APPOINTMENT AND REMUNERATION POLICY
The Company has implemented Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations. Salient features of the Policy and other details have been disclosed in the Corporate Governance Report attached to this Report. The Policy is available at the weblink https:// www.iubilantingrevia.com/investors/corporate-governance/ policies-and-codes/appointment-and-remuneration-policy.
ANNUAL PERFORMANCE EVALUATION OF THE BOARD
The annual evaluation of the performance of the Board, its Committees and of individual Director was not required, as the Board of the Company was re-constituted on February 6, 2021.
DIRECTORSâ RESPONSIBILITY STATEMENT
Your Directors, based on the representation received from the management, confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2021 and of the profits of the Company for the year ended March 31, 2021;
(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguardi ng the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
Based on the framework of internal financial controls including the Controls Manager for financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the management, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the Financial Year 2020-21; and
(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
COMPOSITION OF AUDIT COMMITTEE
As on date, the Audit Committee comprises Mr. Sushil Kumar Roongta, Chairman, Mr. Arun Seth, Mr. Pradeep Banerjee, Mr. Siraj Azmat Chaudhry and Mr. Priyavrat Bhartia. No meeting of the Audit Committee was held during the Financial Year 2020-21.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed pursuant to Section 134 of the Act read with the Companies (Accounts) Rules, 2014 is given as Annexure-2 and forms part of this Report.
Particulars of Directors and Employees as required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure-3 and form part of this Report.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS
Risk-taking is an inherent trait of any enterprise. However, if risks are not properly managed and controlled, they can affect the Company''s ability to attain its objectives. Risk management and Internal Financial Control systems play a key role in directing and guiding the Company''s activities by continually preventing and managing risks. The Board, Audit Committee and Senior Management team collectively set the overall tone and risk culture of the Company by identifying the risks impacting the Company''s business and documenting the process of risk identification, risk minimisation and risk optimisation as a part of the risk management policy through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority and a set of processes and guidelines.
There exists a critical risk management framework across the Company and the same is subject to review of the Board on a periodic basis. Some of the critical risks identified in various businesses of the Company are:
⢠Competition, Cost Competitiveness and Pricing
⢠Dependence on Certain Key Products and Customers
⢠Foreign Currency and Interest Rate Exposures
⢠Capacity Planning and Optimisation
⢠Manufacturing Operations Compliance
⢠Research, Development & Technology (RDT) Effectiveness and Product Pipeline
⢠Supply Chain Interruptions
⢠Acquiring and Retaining Talent
⢠Compliance and Regulatory
⢠Environment, Health and Safety (EHS)
⢠Robust Information Technology (IT)
⢠Changes in Tax Legislation
⢠Labour Unions
⢠Managing Impact of Black Swan Events - COVID-19
The Company promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator. With the growth strategy in place, risk management holds the key to the success of the Company''s journey of continued competitive sustainability in attaining the desired business objectives.
IMPLEMENTATION OF INTERNAL FINANCIAL CONTROLS
To compete globally, stringent Corporate Governance and financial control over operations is essential for the Company. To ensure a robust Internal Financial Controls framework, we have worked on three lines of defence strategy which is as under:
- Build internal controls into operating processes - To
this end, we have ensured that detailed Delegation of Authority and Standard Operating Procedures (SOPs) for the processes are followed, financial decision making is done through Committees, IT controls are built into the processes, Segregation of Duties is done, strong budgetary control framework exists, the Entity level controls including Code of Conduct, Ombudsperson Office, etc. are established.
- Create an efficient review mechanism - We have created a review mechanism under which all the businesses are reviewed for performance once in a month and functions are reviewed once in a quarter by the CEO and Managing Director (CEO & MD).
- Independent assurance - We have appointed a Big Four firm as our internal auditors to perform systematic independent audit of every aspect of the business to provide independent assurance on the effectiveness of the internal controls and highlight the gaps for continuous improvement.
We have a transparent framework for periodic evaluation of the IFC through annual effectiveness testing, periodic internal audits and quarterly online controls self-assessment through Controls Manager software. In addition to the Financial Controls, we also have a web-based automated compliance management system named âConformityâ which, tracks 3,800 compliance items under various legislations enabling real-time MIS, review and reporting. This reinforces the Companyâs commitment to adopt the best corporate governance practices.
To improve the controls in operations, we have established, for each line of business, the concept of financial decision making through operational committees. The entire purchase, credit control and capital expenditure decisions are taken jointly in committees.
A detailed note on Internal Control Systems and Risk
Management is given under âManagement Discussion and
Analysis Report''.
Responsible Care Management System (RCMS) &
Integrated Management System (IMS)
⢠Jubilant Ingrevia demonstrates its commitment towards Environment, Health, Safety and Security of its Employees, Work places, Surroundings including Communities by implementing Responsible Care Management System (RCMS) under American Chemistry Council''s (ACC) Responsible Care® program. Jubilant Ingrevia is certified by DNV-GL for RC 14001:2015 (Responsible Care®14001:2015) system at its Corporate office in Noida and Manufacturing sites in Gajraula, Uttar Pradesh, Bharuch in Gujarat and Nira in Maharashtra.
Jubilant Ingrevia Corporate Office in Noida and Manufacturing facilities at Gajraula, Bharuch, Nira, Savli & Ambernath have been awarded Responsible Care Logo (RC Logo) by Indian Chemistry Council (ICC).
Responsible Care initiative encompasses comprehensive environmental management system, occupational health and safety, product stewardship, security, community outreach and transportation safety and aims at achieving and sustaining high standards of performance.
Gajraula, Nira, Bharuch and Savli Manufacturing facilities are certified under Integrated Management System program for ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health and Safety Management system).
The Corporate Office in Noida and Branch offices Mumbai and Hyderabad are certified for Quality Management System ISO 9001:2015.
The Corporate Office in Noida is certified for Information Security Management System ISO/IEC 27001:2013.
⢠Gajraula manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015, Energy Management System (ISO 50001:2018), Food Safety System Certification Standard (FSSC 22000 Version 5) Certification Scheme for Food Safety Management System (ISO 22000:2018) for FSSAI products and Good Manufacturing Practice (GMP). Quality Control Laboratory has been accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL) for chemical testing in accordance with the ISO/IEC 17025:2017. This manufacturing facility has Kosher and Halal certification for several products.
⢠Bharuch manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015 and Energy Management System (ISO 50001:2018).
Niacinamide Manufacturing facility has been certified for WHO GMP, Food Safety System Certification Standard (FSSC 22000 Version 5) Certification Scheme for Food Safety Management System (ISO 22000:2018) for Manufacturing and sale of Niacinamide for food application. We have also got GMP certification by SGS, GMP in compliance with FAMI-QS Code (version 6) for Production of relevant food/feed ingredients and other ingredient. Quality Control Laboratory has been accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL) for chemical testing in accordance with the ISO/IEC 17025:2017. The facility is certified for Kosher, Halal-India, Halal Indonesia and FSSAI from Food Safety and Standards Authority of India.
⢠Nira manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015. This facility has been certified for Food Safety System Certification Standard (FSSC 22000 Version 5) Certification Scheme for Food Safety Management System (ISO 22000:2018) for relevant food application. This facility is certified to Kosher, Halal-India and FSSAI from Food Safety and Standards Authority of India.
⢠Savli manufacturing facility has been certified for Feed Safety Management System including GMP in compliance with FAMI-QS Code (version 6) for Production of specialty feed ingredients.
⢠Ambernath manufacturing facility is ISO 9001:2015 certified for Quality Management System.
The year started with a challenge that brought the nation to standstill. This was the year when we as organization started executing initiatives one after the another to meet the urgent needs of the COVID-19 pandemic. All areas of HR quickly pivoted to develop and implement a wide range of programs, and procedures to respond to how the COVID-19 crisis was impacting work, and our employees across Jubilant Ingrevia. Throughout the year, multiple initiatives have been taken for employee wellness and constant and regular interaction with our people to guide and support them during this challenging time. Detailed and rigorous data reporting from all across the locations helped in keeping a track and ensuring corrective actions to be taken ahead of time. This included tie-ups with hospitals, the vaccination drive, rigorous COVID cases monitoring, up to date data recording, tie up with doctors, physicians and health counsellors.
To lead the way towards the business goals, we worked keeping in mind the following drivers. By rigorously and conscientiously committing ourselves to these drivers, we have been and will continue necessary, and measurable steps towards realizing our goal.
1. Building people capabilities - Focusing on learning across cadres through structured blended interventions, Jubilant Ingrevia established targeted development programs to fuel the growth ambitions of its people by honing and nurturing their potential. The strong management team in the Company fosters a culture of
experimentation, agility and efficiency while empowering and enabling employees to try their hand at new things, stay relevant, set new benchmarks and chase excellence.
As last year this year too, we continued our journey towards building superior employee experience for our colleagues, especially keeping in mind their efforts and contribution in the challenging year. While we continued with workplace safety sessions, leader speak sessions, quarterly training programs calendar and online learning for employee learning, engagement and development. These platforms provided our employees opportunities to learn from the best internal and external leaders and subject matter experts. Our Learning Management System (LMS) under the brand of Jubilant Learning Academy underwent a revamp with launch of over 30,000 blended learning content. Through mandatory online courses on the Code of Conduct, IT Security and Policy on Prevention of Sexual Harassment at Workplace, we are continuously reinforcing our commitment towards governance and adherence to the code of conduct and fair business practices. The Company has constituted Internal Complaints Committee in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
2. Igniting Talent - The leadership team in Jubilant Ingrevia endorses home grown talent and is equipped with the capability to focus on performance orientation while betting on and coaching employees to enhance their potential for bigger and more challenging roles. This is done by giving them a platform to perform and learn on the job, thereby building talent pipeline and making the organization future ready, while paving way for enriching careers.
This year we went a step ahead in building our talent pipeline by identification of critical roles across Jubilant Ingrevia and identification of subsequent internal successors against each position. Not only the internal talent pool has been leveraged for taking up vacant higher roles and positions and higher added responsibilities but external market mapping of talent against these critical positions has been initiated. The year also witnessed proposal being charted out for retention of high-potential employees. The attrition was arrested at 9.0 % as against 11.8 % in previous year.
In Talent Acquisition space, today we have fully digitised Talent Acquisition process from sourcing to screening to evaluation to offer. We have been focusing on attracting the best talent from Indiaâs leading campuses to have a steady flow of fresh talent, thereby creating a strong pool of future leaders.
3. Continuous Development Conversations - Performance and its evaluation is objective, transparent, meritocratic
and development focused. Employees are given a chance to express their input on goals and performance through the year via metrics and achievement scores, reducing the scope for subjectivity and bias. The continued developmental feedback conversations enable a dialogue on strengths as well as focus areas to build careers based on aspirations and opportunities.
4. Fostering inclusive employment - We support the inclusion of people and strongly promote equal opportunities and respect in order to maximize future employment for as many people as possible.
To reinforce a culture of inclusion and openness to diverse opinions, the Company introduced various digital elements to employee connects. As digitization evolves rapidly, we at Jubilant, are preparing for this transformation where we can utilise the big data, analyse it to draw inferences and conclusion to predict the future. We have very strong HR application to cater the need of employees and all required business processes. In 2020, we upgraded HRIS application that helped us enable system on mobile and various analytics data to HR and respective business heads. Talent Acquisition, On-boarding process, Rewards & Recognition, Learning & Development, Attrition & Exit Formalities, Performance Management, Talent & Succession Planning, and Compliance all have seen the ight of automation and digitization.
5. Employee Recognition - The year saw reward & recognition events also going virtual with ''Rewards Club on Air'' and introduction of COVID YODHHAS as an initiative to applaud all those employees who went extra mile and demonstrated commendable efforts in ensuring business continuity even in tough times due to the pandemic. This year witnessed multiple townhall sessions addressed by the senior management to all its employees to maintain continuous & regular interaction and keeping our people informed of each major business decision.
Standardisation and harmonisation of the processes are key to the success of any organisation. Jubilant Ingrevia is committed towards bringing uniformity and simplification of the processes across businesses. We implemented Job evaluation across organisation to harmonise the roles. This important step in the direction of our Talent Management has helped in efficient movement of talent across businesses, promotions and succession planning. We launched new Leave Policy and Performance Management Policy with the same objective.
At sites, 100% operations were ensured by our dedicated people who worked round the clock following all safety precautions. During the year, we enjoyed cordial relations with our employees and there have been no instances of labour unrest or disputes at any of the manufacturing sites. Long term wage settlement at Savli has been concluded in this year.
With a view to keep the investors well informed of its activities, the Company is taking the following initiatives:
⢠E-mailing quarterly results and press releases to the shareholders soon after they are sent to the stock exchanges. Maintaining user friendly Investor Section on the website of the Company www.iubilantingrevia.com:
⢠A dedicated e-mail address viz. [email protected] for interacting on various matters with respect to share transfer, transmission, dividends and other related issues with the Company Secretary and Compliance Officer;
⢠The Company has placed an Investor Feedback form on its website www.iubilantingrevia.com under the head âInvestor Feedback Form'' to obtain valuable feedback and suggestions of the investors;
⢠Earnings Presentation and Release detailing the quarterly results are uploaded on the website of the Company www.iubilantinarevia.com. Earnings call is typically conducted post announcement of the results to the stock exchanges as per the schedule mentioned in the Concall Invite which is also uploaded on the website of the Company. Earnings call playback is made available on the Dial-in numbers shared in the Concall Invite and transcripts are uploaded on the website of the Company;
⢠The presentation and meeting schedule of Road shows attended by the Company are uploaded on its website after intimating the same to the Stock Exchanges; and
⢠Disclosures made to the Stock Exchanges are promptly uploaded on the website of the Company for information of the Investors.
The details of Vigil Mechanism adopted by the Company have been disclosed in the Corporate Governance Report, which is attached to and forms an integral part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) is an imperative part of Jubilant''s paradigm for sustainability. CSR activities at Jubilant are in line with the provisions of Section 135 read with Schedule VII to the Act. The CSR initiatives of Jubilant are implemented through Jubilant Bhatia Foundation (âJBFâ), established in the year 2007, a not-for-profit arm of the Jubilant Bhartia Group. The CSR interventions of Jubilant are structured in line with the United Nations Sustainable Development Goals (SDGs), also known as Global Goals. Jubilant''s sustainability framework reflects the strong focus on CSR. Jubilantâs approach towards sustainability is to work continuously on triple bottom line of Economic, Environmental and Social performance. The CSR projects are well crafted to empower the communities around the area of operations of Jubilant. The projects work on 4P model (Public-Private-People-Partnership). Jubilant''s role is to act as a catalyst, facilitating the process and ensuring
participation of the community in each program for optimal outcomes. JBFâs detailed activities are available on its website www.iubilantbhartiafoundation.com.
Jubilant''s CSR vision is to bring progressive social change through strategic multi-stakeholders and bring about a ''social change'' involving âknowledge generation & sharing, experiential learning and entrepreneurial ecosystemâ through JBF.
During the Financial Year 2020-21, Jubilant geared up to be with the people and community around its manufacturing locations amidst COVID-19 pandemic. JBF strategized and re-structured its development initiative for the people in marginalized and remote areas, supporting them to continue their life during the pandemic. The projects were designed keeping in the safety and vulnerability of the community around the manufacturing locations. To reach out as a support during the trying times, Jubilant allocated its CSR funds towards health proiect for the community around and PM CARES Fund as a contribution towards COVID-19 pandemic. Jubilant transformed its approach towards reaching out the community amidst pandemic by working on 3 essential parameters of Safety, Support and Sustainability. CSR Policy of the Company is available on the weblink https://www.iubilantingrevia.com/ investors/corporate-governance/policies-and-codes/corporate-social-responsibilitv-policv.
Saving Lives & Ensuring Safety by
⢠creating a safe workplace
⢠facilitated sanitization of the workplace as well as surrounding community and government institutions like hospitals
⢠launching Remdesivir under âJUBI-Râ and making it available to over 1,000 hospitals providing COVID-19 treatment in India through its distribution network. In order to increase accessibility of âJUBI-Râ to patients below the poverty line and to front line paramedical staff, JBF has launched unique programs aimed at distribution of the drug.
Supporting Community & other stakeholders
⢠Making a contribution towards PMCARES Fund.
⢠Communication Outreach with Community, Schools and Society through awareness camps at each manufacturing location and distribution of essential items like groceries, medicines, masks and sanitizers, etc. in the community.
Sustaining Lives
⢠An effort was made to sustain the lives of people in the community realm of education, health and livelihood. JBF strategized and restructured its development initiative so that people in marginalized and remote areas can continue their life during the pandemic.
⢠The proiects were designed keeping in the safety and vulnerability of the community around the manufacturing locations. The 3 key proiects are given below:
i. JubiCare Tele-clinic-a telemedicine application, conceptualized and developed by JBF. This telemedicine interface provides a real-time Patient - Doctor consultation through text/audio/video. JubiCare app uses ICT for exchange of information for the diagnosis and treatment of diseases by a certified medical professional. The application aims at addressing the health issues of patients by health workers without unnecessary exposure to infections. The application provides immediate support and delivery of healthcare services to the underserved communities in rural and urban areas without travel.
ii. E-Muskaan, Supporting Education through Digital Literacy- ensuring the continuity in learning of students in rural areas by promoting the digital education inclusion of the last mile learners thereby facilitating cognitive growth of a child. Jubilant has partnered with iDream Social Edtech Foundation engaged in facilitating digital education in local languages to provide e-content absolutely for no cost to students at all project ''Muskaan'' schools across the locations through iDream Learning App to help in continuity of academic learning.
iii. JubiFarm, strengthening livelihood by facilitating access of farmers to modern and sustainable farming methods- JubiFarm is a sustainable and multi-stakeholder initiative that is conceived to enhance the profitability and generate income opportunities in farming for the migrants returning back to their natives. The initiative is recognising both the male and female as equal stakeholders of the farmland. It shall empower farmers by facilitating access to modern and sustainable farming methods.
Pursuant to the Composite Scheme of Arrangement, the LSI business of Jubilant Pharmova Limited was demerged and vested into the Company effective from February 1, 2021. The Company being a new entity, was not required to spend on CSR activities during the Financial Year 2020-21. However, Jubilant Bhartia Foundation continued its activities around the manufacturing locations of the Company.
Before demerger became effective, the Comprehensive Sustainability Report following the Global Reporting Initiative (âGRIâ) Sustainability Reporting Standards covering the LSI business was annually published by Jubilant Pharmova Limited and it has already completed 16 years of association with GRI. The Company is publishing its first Sustainability Report effective from the year under review.
Annual Report on CSR for the Financial Year 2020-21 including contents of the CSR Policy is attached as Annexure-4.
i. Annual Return: Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return for the Financial Year 2020-21 has been uploaded on the Companyâs website and can be accessed at https://www.iubilantingrevia.com/ investors/financials/annual-reports.
ii. Public Deposits: The Company has not accepted any deposits from the public during the year. The Company had no outstanding, overdue, unpaid or unclaimed deposits at the beginning and end of the Financial Year 2020-21.
iii. Loans, Guarantees and Investments: Details of loans, guarantees/ securities and investments along with the purpose for which the loans, guarantees or securities are proposed to be utilised by the recipient have been disclosed in Note no. 5 and 6 to the Standalone Financial Statements, as applicable.
iv. Particulars of Contracts or Arrangements with the Related Parties: The Company has formulated a policy on Related Party Transactions (''RPTs''), dealing with the review and approval of RPTs. Prior omnibus approval is obtained for RPTs which are of repetitive nature. All RPTs are placed before the Audit Committee for review and approval.
All RPTs entered into during the Financial Year 2020-21 were in the ordinary course of business and on arm''s length basis. No material RPTs were entered into during the Financial Year 2020-21 by the Company as defined in the Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. Accordingly, the disclosure of RPTs as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable. Your Directors draw attention of the members to Note no. 38 to the Standalone Financial Statements which sets out the Related Party disclosures.
v. Material Changes in Financial Position: No material change or commitment has occurred after the close of the Financial Year 2020-21 till the date of this Report, which affects the financial position of the Company.
vi. Orders passed by Courts/ Regulators: No significant or material order has been passed by the regulators or courts or tribunals impacting the going concern status of the Company or its future operations.
vii. Secretarial Standards: The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering the best corporate practices prevalent globally.
A detailed Report on Corporate Governance is attached as Annexure-5 and forms part of this Report. A certificate from a Practising Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations is attached to the Corporate Governance Report.
The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the year ended March 31, 2021. A certificate from the CEO and Managing Director confirming the same is attached to the Corporate Governance Report.
A certificate from the CEO and CFO confirming correctness of the financial statements, adequacy of internal control measures, etc. is also attached to the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company as provided under the Listing Regulations has been given separately and forms part of this Report.
Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government authorities. Your Directors thank the shareholders, debentureholders, financial institutions, banks/ other lenders, debenture trustees, customers, vendors and other business associates for their confidence in the Company and its management and look forward to their continued support. The Board wishes to place on record its appreciation for the dedication and commitment of the Company''s employees at all levels, which has continued to be our major strength. We look forward to their continued support in the future.
For and on behalf of the Board
Shyam S. Bhartia Hari S. Bhartia
Place: Noida Chairman Co-Chairman
Date: June 7, 2021 (DIN: 00010484) (DIN: 00010499)
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