About
J B Chemicals & Pharmaceuticals Ltd
J B Chemicals & Pharmaceuticals (JBC) was originally promoted and incorporated in Maharashtra by J B Mody as J B Mody Chemicals & Pharmaceuticals in December 18th, 1976. The Company is engaged in the business of manufacturing and marketing of diverse range of pharmaceuticals formulations, herbal remedies and APIs. The company has manufacturing units at Thane, Belapur, Ankleshwar, Panoli and Daman. The bulk drug plant at Panoli and formulation plant at Daman became operational in Apr.'95. Products like metrogyl, rantac (a ranitidine-based formulation), and nicardia (a cardiac care medicine) form a significant part of the company's sales. JBC has its subsidiaries namely Lekar Healthcare Ltd and J.B Life Science Overseas Ltd.
JBC had a tie-up with Justesa Imagen, Spain, to manufacture and market radio diagnostics under the Trazograf brand name. JBC has also diversified into high-growth agro-based products by acquiring McDa Agro (MAL). The products manufactured by MAL complement fertilisers and increase crop productivity. It has entered into a MoU with GNFC to distribute these products locally. The pharmaceutical divisions of Ifiunik Pharmaceuticals and Unique Pharmaceutical Laboratories has been merged into the company with effect from April 2000.
Unique Chemicals (A Division of the company) manufacturing and marketing Bulk Drugs has been awarded Certificate of Suitability to Europeon Pharmacopoeia Monograph for Nifedipine EP from Europeon Directorate for the Quality Medicines.
In Feb. 2002 the company has achieved another break through in its major R & D Activity - Invention biologically active molecules - New Chemical Entity. In 2001-02 the company introduced 3 products Reducin XX and two in the Cholesterol reducing segment i.e., Ifistatin and Vasolip. The company has launched five new products during the year 2003-04 in the global markets to widen its product portfolio. During 2004-05, the company launched new products Cephalosporins, Moviz and its expansion Movi 3D and a nueropsychiatry product through Zephyr for the first time.
A 100% EOU manufacturing facility at Panoli for production of Gel, Ointment was commissioned during 2001-02 at a cost of Rs.21 crores and the same was financed through internal accruals. To manufacture 'DOKTOR MOM' lozenges the company is setting up two manufacturing units at Daman at a capital outlay of Rs.28 crores, which is to be financed through internal accruals. The commercial production of the Doktor Mom lozenges at its 100% Export Oriented Unit, started from 1 Sep. 2003 and tablets from 1, Jan. 2004 in Daman.Doktor Mom', the company's brand,was adjudged the Most Trusted European Brand by Reader's Digest in the cold and cough segment for the fourth consecutive year in 2003-04.
During 2004-05, the company received approval for its pharmaceutical manufacturing unit from TGA (Australia). During 2004-05, the company plants were approved by US-FDA, TGA-Australia, EDQM, MCC-South Africa, INVIMA (Colombia) and MHRA (UK).
During 2004-05, the company is setting up a new facility conforming to international standards in Panoli (Gujarat) to manufacture contrast media products by June 2006. During 2004-05, the company has planned to set up a wholly owned subsidiary in Moscow, Russia, called 'Unique Pharmaceuticals Laboratories' with the initial investment of $ 3 million.
During 2005, the company entered into two agreements, one with Pharma-a-Care Pharmaceuticals Pte. Ltd., in Australia to develop its niche products in Australian market and another with Ranbaxy Laboratories to enter in the Romanian market.
The company has subdivided the value of the share from Rs.10/- per share to Rs.2/- per share with effective from 05, April 2005.
During 2005-2006, the company has proposed to amalgamate its wholly owned subsidiary viz. lekar healthcare ltd with itself. The company has fixed April 1, 2006 as the appointed date.
During the year 2015, J.B. Chemicals & Pharmaceuticals Private Limited, Singapore, ceased to be the company's subsidiary consequent to its dissolution.
The Scheme of Amalgamation and Arrangement between Jyotindra Mody Holdings Private Limited and Ansuya Mody Securities Private Limited and Dinesh Mody Securities Private Limited and Kumud Mody Securities Private Limited and Shirish B. Mody Investments Private Limited and Bharati S. Mody Investments Private Limited (Transferor Companies) and J. B. Chemicals & Pharmaceuticals Limited (Transferee Company) and their respective shareholders under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 and Section 55 of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013, which was approved by the Board on 15 April 2014 and members of the company at Court Convened Meeting held on 14 October 2014 and public shareholders through postal ballot and e-voting on 16 October 2014, was sanctioned by the Hon'ble Bombay High Court on 27 February 2015. The Scheme has become effective on 13 April 2015 with appointed date of 1 April 2014. Accordingly, the Transferor Companies stand merged with the company and the merger has been given effect to in the financial statements of the company for the year ended on March 31, 2015. Consequently, 4,33,42,270 equity shares of FY Rs. 2 held by the Transferor Companies in the company have been cancelled and the company has allotted 4,33,42,270 equity shares of Rs. 2 each credited as fully paid up to the shareholders of the Transferor Companies in accordance with the fair share entitlement ratio specified in the Scheme.
During the year 2016, the Company's subsidiary Unique Pharmaceutical Laboratories FZE (UPL FZE) acquired 2, 194,030 Ordinary Shares in Biotech Laboratories (Pty.) Ltd. from Afrika Biopharma Investments (Pty). Ltd. Consequent to restructuring of existing 49% shareholding in Biotech and issue of certain shares by Biotech after the aforesaid acquisition, UPL FZE now holds 95.24% voting capital of Biotech. Accordingly, Biotech has become subsidiary of the Company. Subsequently, the Company's subsidiary J.B. Healthcare Pvt. Ltd., Jersey, has been dissolved.
With a view to return surplus cash and pursuant to authority conferred under the Articles of Association of the Company, the Board approved buy-back of fully paid up equity shares of face value of Rs 2 by the Company up to 12,50,000 equity shares at a price of Rs 400 per equity share for a total consideration not exceeding Rs 5,000 lakhs (buy-back amount) excluding transaction costs, on proportionate basis through tender offer. The number of equity shares authorized for buy-back represents 1.47% of the total outstanding equity shares, while the buy-back amount represents 3.85% of the equity share capital and free reserves as at March 31, 2017. This buy-back will be implemented in accordance with provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998.
The Company completed on 25 July 2017 buy-back of 1,250,000 equity shares of face of Rs. 2 at price of Rs. 400 per share on proportionate basis through tender offer in accordance with provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998. Consequently, the paid-up equity share capital stands reduced to 83,569,975 equity shares of Rs. 2. The Company has transferred the sum of Rs. 25 lakhs from general reserves to capital redemption reserve account pursuant to Section 69 of the Companies Act, 2013.
The Company launched four new products in dermatology, amoebicide and probiotic segments during the year 2018.
The Company completed on 1st November 2018 buy-back of 3,333,333 equity shares of face value of Rs 2 at price of Rs 390 per share on proportionate basis through tender offer in accordance with provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998. Consequently, the paid-up equity share capital stands reduced to 80,236,642 equity shares of Rs 2. The Company has transferred the sum of Rs 66.67 lakhs from general reserve to capital redemption reserve account pursuant to Section 69 of the Companies Act, 2013.
The Company launched six new products during the year 2020 across Cardiac and Gastrointestinal (GI) segments. On 2nd July, 2020, a Share Purchase Agreement was signed between founder, Mody Family members and Tau Investment Holdings Pte. Ltd., Singapore, an affiliate of global private equity firm KKR, where Tau Investment Holdings Pte. Ltd. acquired controlling stake of 41,731,363 (54%) equity shares of Rs. 2 each in the Company (JB Chemcials Pharmaceuticals Limited) from Mody Family members. Following execution of the above referred Share Purchase Agreement to acquire shares in and control over the Company, Tau Investment Holdings Pte. Ltd. and persons acting in concert made an open offer for acquiring 26% stake from public shareholders of the Company.
In FY 2021, the Company introduced newer therapeutic categories for Diabetes, Nephrology, Respiratory and Virology. It launched 10 new products across angiotensin receptor blocker, anti-diabetic, calcium channel blocker, hypotensive, anti-peptic ulcerant, anti-viral and anti-parasitic segments.
During the year 2022-23, the Company launched 17 new products in FY233 in the field of Gastro Intestinal, Gynaecology, Respiratory and Anti Diabetes. It acquired the Azmarda' brand from Novartis, a niche Paediatric portfolio from Dr Reddy and the Razel' franchise from Glenmark.
J B Chemicals & Pharmaceuticals Ltd
Chairman Speech
Dear Shareholders,
It has been an eventful year for the entire world. COVID-19 impacted every single
person on the planet. However, I must say that everyone around the world stood united in
this fight against this deadly virus, and we have managed to control the virus and its
spread. Pandemic always poses different types of challenges. And now, as we emerge out of
this pandemic, we can also see a different side of the universe being unfolded.
In this background, I am pleased with the legacy we are creating at JB, with a strong
growth orientation approach built on the values of integrity, trust, and reliability.
During the year, we retained our position as the fastest growing company within the top 30
pharma companies in India. Our big brands are growing bigger. Five of our brands feature
within the top 300 in the industry, and quite a few of these are household names. These
too have stood out in their respective molecule segments.
We have the required determination and discipline to succeed in a post-pandemic era.
Team-mates across the organization have gone above and beyond to secure a strong future
for the company, and I wish to compliment all of them. Underlining our achievements and
aspirations, we have assumed a new identity of JB Pharma to our customers, vendors, and
partners. We wish to be future-ready and poised for growth, and this will happen through
investment in advancing our portfolio in leadership as well as novel segments, smart
marketing strategies in select export markets and driving home better productivities.
The domestic business has shown significant momentum, where the emphasis has been on
the following aspects:
• New Go-To-Market Model: We launched a new Go-To-Market model which has
helped us increase productivity and bring greater focus to the domestic business.
• Increased Focus on the Chronic Segment:
During the year, we entered the fast growing chronic segment like heart failure,
diabetes, and nephrology. Our acquisition of the 'Azmarda' brand from Novartis, will also
be instrumental in driving a higher share of the chronic business.
• New Product Launches: During the year, we launched over 15 new products.
Correspondingly the share of new offerings to domestic sales has increased from 1.4% in
FY21 to 4% in FY22, and we are eager to push this metric even further.
• Acquisition-led Growth via Strong Franchises:
While we are driving our organic strategies, the business is open to value-creating
opportunities. The two acquisitions underline the prudent utilization of our capital and
our free cash flows. Sporlac marks our foray into the highly attractive probiotics
segment. The acquisition of the brand Azmarda from Novartis marks our entry into one of
the fastest growing segments within cardiology, i.e. heart failure.
Our well-scripted progress in the international business continues: Beyond India, we
count South Africa and Russia as home markets. Ours is the fastest growing company in
South Africa, where we are ranked #15 in the market. In Russia, given the geo-political
instability that the region has seen, we have been cautious in the management of the
operations, although the demand has stayed on trend.
Further, our products are available across 40 countries, referred to as the ROW region.
We operate through a distributor-led model, and we see demand picking up for the region
post the pandemic. In the US, the focus shall be on low volume but high value offerings
with a niche peer profile and where we are backed up with our in-house APIs. The US will
continue to remain a cost-plus business model, which ensures our returns are good from the
business.
The CMO business, especially Lozenges, represents an area of excellence for us, with a
top 5 global position in the production of medical and herbal lozenges. Backed by key
regulatory citations and approvals in markets such as the UK, Canada, EU, Australia, South
Africa, Russia/CIS, and other markets, our offerings form part of the global portfolios of
leading multinational pharma/consumer health companies. We endeavor to achieve closer
cooperation with our key customers, and given a comfortable availability of capacities, we
are seeking to scale up progressively. The future portfolio will cater to immunity-focused
products beyond the norm of cough, cold, and flu. Given our thrust on ROCE and good
operating margins, we are keen to grow this business further.
FY22 is been a continuation of our journey to consolidate our foundation and prepare
for sustained growth. On the one hand, we have taken measures to drive up therapy-wise and
brand-focused expansion, especially within the domestic arena and on the other we are
creating differentiation through sizeable opportunities within Lozenges. This journey will
get augmented with opportune investments in growth creating acquisitions. On the
operational aspect, we will continue the journey towards higher productivity and better
cost management while enhancing our offering profile amongst key customers. All of this is
and shall be possible on the back of a robust organization backbone and healthy governance
platform that we are investing in.
Very recently, we have unveiled our new identity, which is a representation of our
aspirations. Our new identity has a simple, solid look that reflects the way we think and
conduct ourselves. It is a symbol of our belief in continuing to be GOOD PEOPLE FOR
GOOD HEALTH. Thereby, with a defined growth agenda, team spirit, and dedication to
creating sustainable advantages through key products, we are approaching the new year with
new vigor and purpose.
I thank you for your support, and we will continue to create value for all our
shareholders.
| Yours sincerely, |
| Nikhil Chopra |
J B Chemicals & Pharmaceuticals Ltd
Company History
J B Chemicals & Pharmaceuticals (JBC) was originally promoted and incorporated in Maharashtra by J B Mody as J B Mody Chemicals & Pharmaceuticals in December 18th, 1976. The Company is engaged in the business of manufacturing and marketing of diverse range of pharmaceuticals formulations, herbal remedies and APIs. The company has manufacturing units at Thane, Belapur, Ankleshwar, Panoli and Daman. The bulk drug plant at Panoli and formulation plant at Daman became operational in Apr.'95. Products like metrogyl, rantac (a ranitidine-based formulation), and nicardia (a cardiac care medicine) form a significant part of the company's sales. JBC has its subsidiaries namely Lekar Healthcare Ltd and J.B Life Science Overseas Ltd.
JBC had a tie-up with Justesa Imagen, Spain, to manufacture and market radio diagnostics under the Trazograf brand name. JBC has also diversified into high-growth agro-based products by acquiring McDa Agro (MAL). The products manufactured by MAL complement fertilisers and increase crop productivity. It has entered into a MoU with GNFC to distribute these products locally. The pharmaceutical divisions of Ifiunik Pharmaceuticals and Unique Pharmaceutical Laboratories has been merged into the company with effect from April 2000.
Unique Chemicals (A Division of the company) manufacturing and marketing Bulk Drugs has been awarded Certificate of Suitability to Europeon Pharmacopoeia Monograph for Nifedipine EP from Europeon Directorate for the Quality Medicines.
In Feb. 2002 the company has achieved another break through in its major R & D Activity - Invention biologically active molecules - New Chemical Entity. In 2001-02 the company introduced 3 products Reducin XX and two in the Cholesterol reducing segment i.e., Ifistatin and Vasolip. The company has launched five new products during the year 2003-04 in the global markets to widen its product portfolio. During 2004-05, the company launched new products Cephalosporins, Moviz and its expansion Movi 3D and a nueropsychiatry product through Zephyr for the first time.
A 100% EOU manufacturing facility at Panoli for production of Gel, Ointment was commissioned during 2001-02 at a cost of Rs.21 crores and the same was financed through internal accruals. To manufacture 'DOKTOR MOM' lozenges the company is setting up two manufacturing units at Daman at a capital outlay of Rs.28 crores, which is to be financed through internal accruals. The commercial production of the Doktor Mom lozenges at its 100% Export Oriented Unit, started from 1 Sep. 2003 and tablets from 1, Jan. 2004 in Daman.Doktor Mom', the company's brand,was adjudged the Most Trusted European Brand by Reader's Digest in the cold and cough segment for the fourth consecutive year in 2003-04.
During 2004-05, the company received approval for its pharmaceutical manufacturing unit from TGA (Australia). During 2004-05, the company plants were approved by US-FDA, TGA-Australia, EDQM, MCC-South Africa, INVIMA (Colombia) and MHRA (UK).
During 2004-05, the company is setting up a new facility conforming to international standards in Panoli (Gujarat) to manufacture contrast media products by June 2006. During 2004-05, the company has planned to set up a wholly owned subsidiary in Moscow, Russia, called 'Unique Pharmaceuticals Laboratories' with the initial investment of $ 3 million.
During 2005, the company entered into two agreements, one with Pharma-a-Care Pharmaceuticals Pte. Ltd., in Australia to develop its niche products in Australian market and another with Ranbaxy Laboratories to enter in the Romanian market.
The company has subdivided the value of the share from Rs.10/- per share to Rs.2/- per share with effective from 05, April 2005.
During 2005-2006, the company has proposed to amalgamate its wholly owned subsidiary viz. lekar healthcare ltd with itself. The company has fixed April 1, 2006 as the appointed date.
During the year 2015, J.B. Chemicals & Pharmaceuticals Private Limited, Singapore, ceased to be the company's subsidiary consequent to its dissolution.
The Scheme of Amalgamation and Arrangement between Jyotindra Mody Holdings Private Limited and Ansuya Mody Securities Private Limited and Dinesh Mody Securities Private Limited and Kumud Mody Securities Private Limited and Shirish B. Mody Investments Private Limited and Bharati S. Mody Investments Private Limited (Transferor Companies) and J. B. Chemicals & Pharmaceuticals Limited (Transferee Company) and their respective shareholders under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 and Section 55 of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013, which was approved by the Board on 15 April 2014 and members of the company at Court Convened Meeting held on 14 October 2014 and public shareholders through postal ballot and e-voting on 16 October 2014, was sanctioned by the Hon'ble Bombay High Court on 27 February 2015. The Scheme has become effective on 13 April 2015 with appointed date of 1 April 2014. Accordingly, the Transferor Companies stand merged with the company and the merger has been given effect to in the financial statements of the company for the year ended on March 31, 2015. Consequently, 4,33,42,270 equity shares of FY Rs. 2 held by the Transferor Companies in the company have been cancelled and the company has allotted 4,33,42,270 equity shares of Rs. 2 each credited as fully paid up to the shareholders of the Transferor Companies in accordance with the fair share entitlement ratio specified in the Scheme.
During the year 2016, the Company's subsidiary Unique Pharmaceutical Laboratories FZE (UPL FZE) acquired 2, 194,030 Ordinary Shares in Biotech Laboratories (Pty.) Ltd. from Afrika Biopharma Investments (Pty). Ltd. Consequent to restructuring of existing 49% shareholding in Biotech and issue of certain shares by Biotech after the aforesaid acquisition, UPL FZE now holds 95.24% voting capital of Biotech. Accordingly, Biotech has become subsidiary of the Company. Subsequently, the Company's subsidiary J.B. Healthcare Pvt. Ltd., Jersey, has been dissolved.
With a view to return surplus cash and pursuant to authority conferred under the Articles of Association of the Company, the Board approved buy-back of fully paid up equity shares of face value of Rs 2 by the Company up to 12,50,000 equity shares at a price of Rs 400 per equity share for a total consideration not exceeding Rs 5,000 lakhs (buy-back amount) excluding transaction costs, on proportionate basis through tender offer. The number of equity shares authorized for buy-back represents 1.47% of the total outstanding equity shares, while the buy-back amount represents 3.85% of the equity share capital and free reserves as at March 31, 2017. This buy-back will be implemented in accordance with provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998.
The Company completed on 25 July 2017 buy-back of 1,250,000 equity shares of face of Rs. 2 at price of Rs. 400 per share on proportionate basis through tender offer in accordance with provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998. Consequently, the paid-up equity share capital stands reduced to 83,569,975 equity shares of Rs. 2. The Company has transferred the sum of Rs. 25 lakhs from general reserves to capital redemption reserve account pursuant to Section 69 of the Companies Act, 2013.
The Company launched four new products in dermatology, amoebicide and probiotic segments during the year 2018.
The Company completed on 1st November 2018 buy-back of 3,333,333 equity shares of face value of Rs 2 at price of Rs 390 per share on proportionate basis through tender offer in accordance with provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998. Consequently, the paid-up equity share capital stands reduced to 80,236,642 equity shares of Rs 2. The Company has transferred the sum of Rs 66.67 lakhs from general reserve to capital redemption reserve account pursuant to Section 69 of the Companies Act, 2013.
The Company launched six new products during the year 2020 across Cardiac and Gastrointestinal (GI) segments. On 2nd July, 2020, a Share Purchase Agreement was signed between founder, Mody Family members and Tau Investment Holdings Pte. Ltd., Singapore, an affiliate of global private equity firm KKR, where Tau Investment Holdings Pte. Ltd. acquired controlling stake of 41,731,363 (54%) equity shares of Rs. 2 each in the Company (JB Chemcials Pharmaceuticals Limited) from Mody Family members. Following execution of the above referred Share Purchase Agreement to acquire shares in and control over the Company, Tau Investment Holdings Pte. Ltd. and persons acting in concert made an open offer for acquiring 26% stake from public shareholders of the Company.
In FY 2021, the Company introduced newer therapeutic categories for Diabetes, Nephrology, Respiratory and Virology. It launched 10 new products across angiotensin receptor blocker, anti-diabetic, calcium channel blocker, hypotensive, anti-peptic ulcerant, anti-viral and anti-parasitic segments.
During the year 2022-23, the Company launched 17 new products in FY233 in the field of Gastro Intestinal, Gynaecology, Respiratory and Anti Diabetes. It acquired the Azmarda' brand from Novartis, a niche Paediatric portfolio from Dr Reddy and the Razel' franchise from Glenmark.
J B Chemicals & Pharmaceuticals Ltd
Directors Reports
Your directors are pleased to present forty-seventh report and audited
financial statements of the Company for the financial year ended on March 31, 2023.
1. FINANCIAL HIGHLIGHTS
The following are the highlights of financial performance of the
Company during the year under review.
(' in lakhs)
|
Standalone |
Consolidated |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue |
285,542.14 |
216,239.43 |
312,091.06 |
239,761.56 |
Other
Operating revenue |
2,874.27 |
2,748.20 |
2,837.22 |
2,662.82 |
Total
Operating revenue |
288,416.41 |
218,987.63 |
314,928.28 |
242,424.38 |
Other
Income |
864.69 |
3,861.38 |
994.01 |
3,922.63 |
Total
Income |
289,281.10 |
222,849.01 |
315,922.29 |
246,347.01 |
Profit
before finance cost and depreciation |
67,334.10 |
54,752.35 |
70,569.26 |
58,268.24 |
Less:
Finance cost |
3,430.93 |
494.87 |
3,605.31 |
512.05 |
Less:
Depreciation & Amortisation expense |
11,199.28 |
7,128.21 |
11,440.69 |
7,265.99 |
Profit
before tax |
52,703.89 |
47,129.27 |
55,523.26 |
50,490.20 |
Tax
Expense (Net) |
13,815.22 |
11,029.06 |
14,522.73 |
11,886.31 |
Net
Profit after tax |
38,888.67 |
36,100.21 |
41,000.53 |
38,603.89 |
Other
Comprehensive Income/(Loss) |
(40.24) |
106.59 |
(1,358.04) |
400.60 |
Total
Comprehensive Income after tax |
38,848.43 |
36,206.80 |
39,642.49 |
39,004.49 |
Earnings
per share of '2 (in ') |
|
|
|
|
- Basic |
50.29 |
46.71 |
53.00 |
49.86 |
- Diluted |
49.69 |
46.67 |
52.34 |
49.82 |
2. DIVIDEND
Your directors recommend a final dividend of ' 9.25 (462.50%) per
equity share of face value of ' 2, payment whereof will be subject to deduction of tax at
source. During the year, Board of Directors declared interim dividend of ' 8.50 (425%) per
equity share, which was paid on March 1, 2023. The final dividend, if declared, together
with interim dividend already paid would result in total outgo of ' 13,737 lakhs. The
Board has not proposed any transfer out of profit for the financial year to reserves in
relation to these dividend payments. The Company paid interim dividend of ' 8.50 (425%)
and final dividend of ' 8 (400%) per equity share in the previous year.
3. OPERATIONS/STATE OF AFFAIRS
The Company's strong performance and sales momentum continued
throughout the year, with the Company achieving ' 3,000 crores milestone in terms of
revenue. Revenue stood
at ' 314,928 lakhs as compared to ' 242,424 lakhs registering a growth
of 30%. The domestic business continued its strong performance growing at 38% driven by
organic and inorganic growth while the international business recorded a growth of 22%.
Total standalone revenue during the year at ' 288,416 lakhs was 32%
higher over the previous year.
Domestic formulations business revenue was at ' 163,965 lakhs as
compared to ' 118,827 lakhs for the previous financial year registering a growth of 38%.
The business continued to retain its position as the fastest growing company in Indian
Pharmaceuticals Market amongst the top 25. This outperformance is mainly attributed to
factors such as - the 5 pillar brands driving market-beating growth, increasing
contribution from Chronic Therapies, improved field-force productivity, acceleration in
new launches and acquisitions. Consequently, we witnessed further rank improvement in our
IPM ranking to 24. As per IQVIA MAT March'23 data, the Company grew at 22% vs market
growth of 8%.
Its main brands continued their market-beating performance and remained
well above market growth rates. The Company now has 6 brands in the IQVIA top 300 brands
list with Azmarda being the new entrant ranking at 261.
The international business revenue (including API) was ' 150,963 lakhs
for FY23 vs ' 123,597 lakhs for FY22 recording a growth of 22%. International business
delivered a good performance against the odds of challenging and volatile market. The CMO
business grew at 60% to record ' 40,578 lakhs of revenue in the financial year. Exports
formulation business revenue stood at ' 101,026 lakhs growing at 13% over the previous
year with both Russia and South Africa business registering growth. The API sales at '
9,359 lakhs achieved a growth of ~3% over the previous year.
The cost environment continued to remain challenging but started to
stabilised by the second half of the year. Raw materials costs and packing materials costs
remained at elevated levels throughout the year. Logistics costs tapered down in the
second half of the financial year. High inflationary environment and lower Azmarda
margins, impacted the overall gross margins. However, towards the fourth quarter we could
see some normalisation of gross margins. Reported EBIDTA was ' 69,575 lakhs (previous year
' 54,346 lakhs). Operating EBIDTA (after adjusting non-cash ESOP costs) was ' 76,513 lakhs
(previous year ' 60,611 lakhs).
Profit Before Tax was at ' 55,523 lakhs as compared to ' 50,490 lakhs,
growing at 10%. Profit After Tax was at ' 41,001 lakhs as compared to ' 38,604 lakhs. PAT
and PBT growth was impacted due to higher finance costs, depreciation and lower treasury
income.
4. ACQUISITIONS
During the year, the Company made three acquisitions starting with the
acquisition of the brand Azmarda (Sacubitril-Valsartan) which expanded Company's cardiac
portfolio to now include heart failure. Sacubitril-Valsartan is one of the fastest growing
molecules in the cardiology segment for the last few years and Azmarda has a sizeable
market share in the segment. The second acquisition was the pediatric portfolio which
included 4 brands: Z&D, Pecef, Pedicloryl and Ezinapi, all of which complement JB
Pharma's existing pedia portfolio. These brands have helped the Pedia division leverage
its Go-to-Market strategy and strengthened its positioning in the overall gut health for
children. The latest acquisition was the Rosuvastatin brand Razel and its other
combinations. Razel is the 10th largest brand in the Rosuvastatin molecule category (as
per IQVIA MAT Oct'22 data). This acquisition ensures JB Pharma's presence in the largest
category of cardiology i.e. statins while further complementing its strong cardiology
portfolio.
5. RESPONSIBILITY STATEMENT
The Directors confirm:
(i) that in the preparation of the annual accounts for the year under
review, the applicable accounting standards have been followed;
(ii) that they have selected appropriate accounting policies and
applied them consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company at the
end of financial year 2022-23 and of profit of the Company for that year;
(iii) that they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(iv) that they have prepared the annual accounts for the year ended on
March 31, 2023 on a going concern basis;
(v) that they have laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively; and
(vi) that they have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
6. SUBSIDIARIES
The highlights of performance of the subsidiary companies in Rupee
terms for the year 2022-23 is presented in Schedule-A. After inter-company adjustments,
subsidiary companies contributed ' 26,512 lakhs to consolidated revenue and ' 2,819 lakhs
to consolidated profit before tax of the Company.
Revenues for Biotech Laboratories (Pty.) Ltd., South Africa, for the
financial year 2022-23 were Rand 647.64 million, which represents growth of 12.31% over
the previous year, while its operating profit and profit after tax at Rand 47.54 million
and Rand 37.13 million were 22.65% and 30.17% higher over the previous year respectively.
Sales of LLC Unique Pharmaceutical Laboratories, Russia, for the financial year 2022-23,
at Rouble 794.39 million were 8.14% higher over the previous year, while it incurred net
loss of Rouble 2.58 million against profit of Rouble 26.96 million in the previous year.
Unique Pharmaceutical Laboratories FZE, Dubai is presently not engaged in any business
activity and incurred loss of AED 0.71 million due to operating and other expenses.
7. CORPORATE GOvERNANCE And Compliances
A certificate from practising company secretary on compliance with
conditions of corporate governance is annexed to this Board's report. Management
Discussion and Analysis Report, Compliance report on Corporate Governance, Business
Responsibility and Sustainability Report and Dividend Distribution Policy form part of
this annual report.
8. public deposits
The Company has not accepted any deposit covered under Chapter V of the
Companies Act, 2013 during the year. All the public deposits accepted prior to the
commencement of the said Act have been repaid in 2014-15.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The members of the Company at annual general meeting held on August 24,
2022 re-appointed Mr. Prashant Kumar, who was retiring by rotation.
In accordance with provisions of the Companies Act, 2013, Mr. Gaurav
Trehan would retire by rotation at the ensuing annual general meeting. Being eligible, he
has offered himself for re-appointment.
In the opinion of the Board of Directors, Mr. Ranjit Shahani, Mr. Sumit
Bose and Ms. Padmini Khare Kaicker, independent directors, are persons of integrity and
they all possess relevant expertise and experience necessary for effective functioning of
the Company. These independent directors have given declarations to the Board that they
meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013
as well as in Regulation 16 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. They have also confirmed that they have
registered with the Indian Institute of Corporate Affairs to include their names in the
databank of independent directors. However, in terms of Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, these independent directors are not
required to pass an online proficiency self-assessment test conducted by the said
Institute notified under sub-section (1) of section 150 of the Companies Act, 2013.
Nine meetings of the Board of Directors were held during the financial
year ended on March 31, 2023. These meetings were held on April 1, 2022, May 26, 2022,
June 29, 2022, July 22, 2022, August 4, 2022, November 11, 2022, December 13, 2022,
February 8, 2023 and March 29, 2023.
10. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on directors' appointment is set out in
Schedule-B. The salient features of the Company's policy on remuneration for the
directors, key managerial personnel and other employees is set out in Schedule-C. The said
Policy including criteria for determining qualifications, positive attributes and
independence of a director has been posted on the Company's website www.jbpharma.com.
11. conservation of energy, technology
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in
Schedule-D.
12. CORPORATE SOCIAL Responsibility
Corporate Social Responsibility (CSR) Committee of the Board consists
of Mr. Ranjit Shahani, Mr. Sumit Bose, Mr. Nikhil Chopra
and Mr. Prashant Kumar. The salient features of the CSR Policy of the
Company and the annual report on CSR in the prescribed form are set out in Schedule-E. The
CSR Policy and annual report on CSR are posted on the Company's website www.jbpharma.com.
The Company spent ' 819.36 lakhs on CSR activities (' 779.36 lakhs on
CSR activities and ' 40.00 lakhs on administrative overheads for general management and
administration of CSR function) during financial year 2022-23 as against obligation of '
815.10 lakhs being 2% of the average net profits of the Company made during three
immediately preceding financial years.
13. AUDIT Committee AND viGILANCE Mechanism
The Board has constituted Audit Committee that consists of Ms. Padmini
Khare Kaicker, Chairperson, Mr. Ranjit Shahani, Mr. Sumit Bose and Mr. Prashant Kumar.
There has been no instance of non-acceptance of recommendation of Audit Committee by the
Board.
The Board of Directors has adopted revised vigil mechanism in the form
of Whistle Blower Policy to enable directors, employees and other stakeholders to make
Protected Disclosures (as defined in the Policy) in relation to Alleged Wrongful Conduct
(as defined in the Policy) to the Redressal Committee for evaluation and investigation in
consultation with the Audit Committee. The Company has posted the Whistle Blower Policy
and the associated Complaint Response Plan Policy on its website www.jbpharma.com.
14. ANNUAL PERFORMACE EvALUATION
The Board of Directors carried out formal annual evaluation of
performance of the Board, its Committees and individual directors during 2022-23 in
accordance with the manner specified by the Nomination and Remuneration Committee (NRC)
and using evaluation criteria recommended by the NRC and approved by the Board. The
performance evaluation was carried out in the following manner, being manner recommended
by the NRC.
Evaluation of performance of the Board: Members of the Board evaluated
the Board on the given criteria on scale of 1 to 4 (4 being highest). The aggregate of
simple average of rating assigned by each Board member was further averaged to ascertain
Board's performance.
Evaluation of performance of the Board Committees: Members of the
concerned committee evaluated performance of the committee on the given criteria on scale
of 1 to 4. Aggregate of simple average of rating assigned by members was further averaged
to ascertain performance of the concerned committee.
Evaluation of performance of Individual Director: Board members
(excluding director being evaluated) evaluated performance of all other Board members on
the given criteria on scale of 1 to 4. Aggregate of simple average of rating assigned to
each Board member was further averaged to ascertain performance of such director.
15. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Form AOC-2 prescribed under Section 134(3)(h) read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 provides for disclosure of (a) details of contracts
or arrangements or transactions not at arm's length basis, and (b) details of material
contracts or arrangement or transactions at arm's length basis.
All the transactions entered into by the Company with the related
parties during the year were pursuant to the contract or arrangement approved by the Audit
Committee and the Board of Directors. The transactions so entered into were in the
ordinary course of business of the Company and on arm's length basis. The contract or
arrangement or transactions were neither material in terms of the Policy on materiality of
related party transactions adopted by the Company nor it exceeded the threshold limit
prescribed pursuant to first proviso to Section 188(1) of the Companies Act, 2013.
Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.
However, disclosure on related party transactions as per IND AS-24 has been provided under
Note No. 45 of the standalone financial statements and Note No. 43 of the consolidated
financial statements.
16. PARTICULARS OF EMPLOYEES AND OTHER REMUNERATION Related DISdOSURES
The remuneration related and other disclosure required in terms of
Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are given
in Schedule-F.
A statement showing name and other particulars of the employees in
terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
is given in Schedule-G.
17. employee stock option scheme
"JBCPL Employee Stock Option Scheme 2021"
("Scheme") was approved by the shareholders on July 31,2021. The Compensation
Committee of the Board administers the Scheme and granted time based options and
performance based options to eligible employees and director(s) of the Company and its
subsidiary companies with a view to achieve overall growth objective. The Scheme is in
compliance with the Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014 (under the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021) and there has been no change in the Scheme
since the shareholders' approval date.
Disclosure of details of the Scheme as required under (a) Regulation 14
of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 are posted on the Company's website www.jbpharma.com and web
link thereto is https://jbpharma.
com/download/esop-disclosure-for-the-year-ended-31-03-
2023/?wpdmdl=7953&refresh=6493e84a349c41687414858 and (b) the Companies (Share Capital
and Debentures) Rules, 2014, is set out in Schedule-H to this report.
18. RISK MANAGEMENT
The Board of Directors has developed and implemented risk management
policy for the Company. Pursuant to the Listing Regulations, the Board has constituted
Risk Management Committee and delegated monitoring and review of the risk management plan
to the Committee. Committee periodically reviews the status of mitigation measures taken
in respect of risk management plan and reports the progress thereof and new risks
identified to the Board and Audit Committee. Board at present does not perceive any
element of risk, which may threaten existence of the Company.
19. INTERNAL FINANCIAL CONTROLS
The Board has adopted internal financial controls encompassing policies
and procedures for ensuring orderly and efficient conduct of business, including adherence
to Company's policies, safeguarding the Company's assets, prevention and detection of
fraud and errors, accuracy and completeness of the accounting records and timely
preparation of reliable financial information. The specific internal financial controls
with reference to financial statements include internal audit of important activities and
processes relating to preparation of financial statements, adoption of well-defined
standard operating procedure for business transactions and compliance relating thereto,
use of ERP for accuracy and control, review of periodically prepared financial statements
with an objective to ensure that financial statements present true and fair view and are
sufficient/credible and in compliance with legal and regulatory requirements. The Board
has appointed Ernst & Young LLP as internal auditor to periodically audit systems and
controls in all key areas of operations to ascertain effective functioning of internal
controls including internal financial controls. In the opinion of the Board, the Company
has adequate internal controls with reference to the financial statements.
Neither management of the Company has come across any instance of fraud
during the year 2022-23 nor the auditors of the Company have reported any such instance to
the Audit Committee.
20. LOANS, GUARANTEES AND INvESTMENTS
During the year, the Company has not given any loan or made any
investment attracting the provisions of Section 186 of the Companies Act, 2013. The
particulars of guarantees given pursuant to Section 134(3)(g) of the Companies Act, 2013
during the year and outstanding as at the year-end are given in Annexure-I.
21. COST RECORDS
The Company is required to maintain cost records as specified by the
Central Government under sub-section (1) of Section 148
of the Companies Act, 2013, and such accounts and records are duly made
and maintained by the Company. The Company is further required to get such cost records
audited by a cost auditor in accordance with the Companies (Cost Records and Audit) Rules,
2014 and furnish cost audit report received from the cost auditor to the Central
Government within the prescribed time. The Company is in compliance with these provisions.
22. SECRETARIAL AUDIT REPORT
Ashish Bhatt & Associates, Practising Company Secretaries,
Secretarial Auditor of the Company, carried out secretarial audit for the financial year
2022-23 as provided under Section 204 of the Companies Act, 2013 and rules made there
under. The secretarial audit report given by the said auditor is annexed to this report as
Schedule-J.
23. AUDITORS
The members at annual general meeting held on September 9, 2021 has
appointed Deloitte Haskins & Sells LLP, (having firm registration no.
117366W/W-100018) as statutory auditors of the Company until conclusion of the 49th annual
general meeting of the Company at such remuneration as may be agreed by the Board of
Directors with the auditors.
24. ESG (ENVIRONMENT, SOCIAL & GOVERNANCE)
We stand firmly by our commitment towards instituting a sustainable
business strategy to positively impact the environment and society while also catering to
our shareholders.
Our Company's growth is not limited to economic performance but also
our environmental and social performance.
Our philosophy is to conduct business in a socially, environmentally,
and ethically responsible manner with a defined approach towards environmental protection,
natural resource conservation, and cost efficiency in order to ensure the safety &
health protection of our employees, communities, and the planet at large.
This year we published our maiden Sustainability report which is a
testament to our unwavering commitment to creating a positive impact across various facets
of Environment, Social, and Governance (ESG). This report has been prepared in accordance
with the GRI Standards: Core option United Nations Sustainable Development Goals (UN
SDGs).
In this endeavour, we conducted a comprehensive analysis to understand
areas which can be improved to propel our sustainability agenda forward. It entailed
enhancing our processes, systems, and policies that nurture an equitable, environmentally
conscious, and gender sensitive culture. We also conducted an extensive stakeholder
engagement exercise this year to take into consideration their perspective which helped us
to gauge their ESG expectations as well as identify the key priority areas for the
business to focus on.
The materiality assessment, based on the engagement, formed the
foundation of our maiden Sustainability Report.
As we move forward, the Company remains committed towards reducing the
environmental burden, generating more clean energy and decreasing CO2 emissions in
absolute or as a percentage of units produced and continue its efforts towards social
transformation as we address patients' needs with utmost importance and ensure
accessibility and affordability of healthcare for all.
25. OTHER DISdOSURES AND Confirmations
Board has to make further disclosures and provide confirmations, as
required, as under:
• The Company has placed annual return referred to in subsection
(3) of section 92 on its website www.jbpharma.com.
• No regulator or court or tribunal has passed, during the year,
any significant or material order affecting the going concern status and Company's
operations in future.
• The Company has complied with applicable Secretarial Standards
specified by the Institute of Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies Act, 2013.
• 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.
26. Health AND SAFETY
The Company continues to accord high priority to health and safety of
employees and workmen at all manufacturing locations. Annual medical check-up of all
employees at all sites was carried out. The Company also conducted safety training
programmes and mock-drills for increasing disaster preparedness and creating awareness
among all employees at the plants. There was no casualty at any site during the year.
For and on behalf of the Board of Directors
|
Ranjit
Shahani |
|
Chairman |
Place :
Mumbai |
|
Date :
May 24, 2023 |
|