Dear Members,
The Board of Directors are pleased to present the 44th Annual Report,
together with the audited financial statements for the financial year ended March 31,
2023.
1. Financial Performance
The financial statements of the Company are prepared in accordance with the applicable
provisions of the Companies Act, 2013 (the 'Act') including Accounting Standards as
specified in Section 133 of the Act, read with the Companies (Accounts) Rules, 2014, and
amendments thereof. The financial highlights of the Company for the financial year ended
March 31, 2023, are summarised below:
(Rs. in Millions)
| Particulars |
2022-23 |
2021-22 |
| Revenue from operations |
2,367.14 |
2,175.84 |
| Other Income |
57.34 |
34.27 |
| Operating Expenditure |
2,025.62 |
1,925.59 |
| Profit for the year before interest, depreciation and amortisation and
tax |
398.85 |
284.55 |
| Less: Finance costs |
4.13 |
2.85 |
| Less: Depreciation |
12.05 |
15.26 |
Profit/(Loss) before tax (before exceptional items and tax) |
382.67 |
266.42 |
| Exceptional items |
34.59 |
- |
| Provision for taxation |
76.32 |
74.03 |
| Provision for Deferred tax |
4.55 |
3.84 |
Profit/(Loss) after tax |
267.21 |
188.55 |
Balance brought forward |
772.58 |
678.33 |
| Movement in Other Comprehensive Income & ESOP Cost |
(5.90) |
10.48 |
Profit available for appropriation |
1,033.89 |
877.37 |
Appropriations: |
|
|
| Interim Dividend |
- |
104.79 |
| Proposed Dividend |
130.99 |
- |
| Balance carried forward |
902.90 |
772.58 |
2. Business Performance Overview
Financial year 2022-23 was a milestone year for the Company marked by onboarding of
Infinity Holdings as a joint promoter followed by broad-basing of board for strategic
direction. The year saw significant changes being undertaken with focus on strengthening
the foundation for brighter future of the organisation. The Company performed in-line with
the industry during the financial year and delivered a 8.8 % growth.
During FY2023, the Company's revenue stood at Rs.2,367.1 Million as against Rs.2,175.8
Million. The Company posted an Operational EBITDA of Rs.433.7 Million in FY2023 as against
Rs.250.3 Million in FY2022. EBITDA margin during the year stood at 18.3 % up by 680 bps
over previous year.
Few highlights for FY2023 are:
1. Dydrogesterone, launched in August - 2021, emerges as the largest brand within 18
months of launch
2. The Company transited to C&F distribution model for cost and efficiencies with
minimal disturbance
3. Strengthened IT systems & process for better control
4. Strengthened organisation structure for future growth
Management's Discussion and Analysis Report, which forms part of the Board's Report
details the Company's operational and financial performance for the year.
3. Dividend
Based on Company's performance, the Board of Directors has recommended a dividend of
Rs.5/- per equity share (100%) of face value of Rs.5/- each for the financial year ended
March 31, 2023. Dividend Payout has been determined in accordance with Dividend
Distribution Policy formulated as stipulated under Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ('Listing Regulations') which is available on the Company's website and can be
accessed at www.jagsonpal.com.
4. Transfer to Reserve
During the year under review, the Company has not made any transfer to the Reserves.
5. Share Capital
As on March 31, 2023, the Authorised Share Capital of the Company is Rs.250,000,000/-
divided into 3,00,00,000 Equity Shares of Rs.5/- each with voting rights 2,00,00,000
Equity Shares of Rs.5/- each with differential voting rights.
The issued, subscribed and paid-up equity capital of the Company as on March 31, 2023,
was Rs.130,990,000/- divided into 2,61,98,000 equity shares of Rs.5/- each.
There were no changes to the Authorised, Subscribed and Issued Capital during the year.
6. Directors and Key Managerial Personnel
As on March 31, 2023, the Board comprises of 6 (Six) Directors out of which 1 (one)
Director is Executive, 2 (Two) Directors are Non-Executive Non-Independent and 3 (Three)
Directors are Non-Executive Independent which include 2 (Two) Women Independent Directors.
All Directors along bring extensive experience in their respective fields. The Chairman of
the Board is Mr. Harsha Raghavan, Non-Executive Non-Independent Director of the Company.
Change in Directors / Key Managerial Personnel during the year
Cessation of Directorship
o Mr. Mammen Mathew (DIN: 00425579), Independent Director, Dr. Ashok Kumar Pati
(DIN:08661819), Independent Director, Capt. Bharat Sinh (DIN: 00347364), Independent
Director, Mrs. Jasbir Kaur Kochhar (DIN: 01460798), Non- Executive Women Director and Dr.
Ishpal Singh Ghai (DIN:06551659), Independent Director resigned from the Directorship of
the Company w.e.f. June 29, 2022.
o Mr. Rajpal Singh Kochhar (DIN:00059492), Chairman and Managing Director resigned
from the Directorship of the Company on July 16, 2022.
Appointment of Directors
o Mr. Harsha Raghavan (DIN:01761512) and
Mr. Prithipal Singh Kochhar (DIN:01052194) were appointed as Additional Directors
(Non-Executive Non-Independent) of the Company on June 29, 2022 to hold office up to
conclusion of the 43rd AGM held on September 14, 2022. Their appointments were
approved by the shareholders at the AGM held on September 14, 2022.
o Mr. Debasis Bikash Nandy (DIN:06368365),
Ms. Radhika Madhukar Dudhat (DIN:00016712) and Ms. Pallavi Dinodia Gupta (DIN:06566637)
were appointed as Additional Directors (Non-Executive Independent Director) of the Company
on June 29, 2022 to hold office up to conclusion of the 43rd AGM held on
September 14, 2022. Their appointments were approved by the shareholders at the AGM held
on September 14, 2022.
o Mr. Manish Gupta (DIN:06805265) was appointed as the Managing Director of the
Company on July 16, 2022 to hold office up to conclusion of the 43rd AGM held
on September 14, 2022. His appointment was approved by the shareholders at the AGM held on
September 14, 2022.
The Company has received declarations from all the Independent Directors of the Company
confirming that:
a) they meet the criteria of independence prescribed under the Act and the Listing
Regulations; and
b) they have registered their names in the Independent Directors' Databank.
Change in Key Managerial Personnel:
During the year under review,
Mr. Rajpal Singh Kochhar Chairman and Managing Director resigned from the Directorship
of the Company on July 16, 2022. Mr. Manish Gupta was appointed as the Managing Director
on July 16, 2022.
Ms. Nandita Singh resigned as Company Secretary and Compliance Officer on December 31,
2022. Mr. Abhishek Joshi was appointed as Company Secretary and Compliance Officer on
February 13, 2023.
As on March 31, 2023, Mr. Manish Gupta, Managing Director, Mr. S V Subha Rao, Chief
Financial Officer and Mr. Abhishek Joshi, Company Secretary are the Key Managerial
Personnel of the Company in terms of Section 203 of the Act.
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Prithipal Singh Kochhar, Director of the Company, retire by rotation at the
ensuing AGM. The Board of Directors has recommended his reappointment.
7. Change in Ownership Structure
During the previous financial year, on February 21, 2022, the promoters of the Company
(being Aresko Progressive Private Limited (acting in capacity as a trustee of the Aresko
Progressive Trust and as the representative partner of J&P Investments Partnership)
(“Seller”) and Mr. Rajpal Singh Kochhar) had entered into a Share Purchase
Agreement (“SPA”) with Infinity Holdings (“Acquirer”) together with
Persons Acting in Concert with the Acquirer being Infinity Holdings Sidecar I and Infinity
Consumer Holdings (referred to as the “Acquirer Group” or
“Purchasers”) for the proposed acquisition by the Acquirer Group from the Seller
of 11,455,500 (One Crore Fourteen Lakhs Fifty Five Thousand Five Hundred) equity shares
(“Sale Shares”) of the Company, constituting 43.73% of the Voting Share Capital
of the Company ("Transaction”).
The Acquirer group made an Open Offer as required under the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011, to the public shareholders of the
Company which saw no subscription.
On June 27, 2022, on completion of the Open Offer process, the transaction under the
SPA was consummated wherein Infinity Holdings, Infinity Holdings Sidecar I and Infinity
Consumer Holdings together acquired 43.73% shareholding in the Company and became joint
promoters. The Kochhar family continues to own 24.99% in the Company.
8. Auditors and Auditor's Report
STATUTORY AUDITORS:
During the year under review, at the Annual General Meeting held on September 14, 2022,
M/s. Walker Chandiok & Co LLP, Chartered Accountants was appointed as Statutory
Auditors of the Company for a period of 5 years till conclusion of the 48th
Annual General Meeting in place of M/s. H.L. Bansal & Co, Chartered Accountants, whose
term of five years ended in the Annual General Meeting held on September 14, 2022.
The Independent Auditors' Report on Financial Statements for the year ended March 31,
2023, which forms part of this Annual Report, does not contain any qualifications,
observations or adverse remarks.
Secretarial Auditors:
Pursuant to provisions of Section 204 of the Act and rules made there under, the Board
has appointed M/s. Mukesh Arora & Co., Practicing Company Secretary (Certificate of
Practice No: 4405) as the Secretarial Auditors to conduct Secretarial Audit of the Company
for the year ended March 31, 2023.
The Secretarial Audit Report issued in Form No. MR-3 is attached as ''Annexure
3" to this Board's Report.
The Secretarial Audit Report of the Company does not contain any qualification,
reservation or adverse remark.
Cost Auditors:
Pursuant to the provisions of Section 148(1) of the Act, read with the Companies (Cost
Records and Audit) Rules, 2014, the Board of Directors, on the recommendation of the Audit
Committee, appointed M/s. R. Krishnan as Cost Auditor of the Com pany for the financial
year 2022-23. The remuneration of the cost auditor was approved by the members in the 43rd
Annual General Meeting. The Cost Audit Report for the financial year ended March 31, 2023,
would be filed within the due date prescribed by law.
As required under the Act, the remuneration payable to the cost auditor is required to
be placed before the members in a general meeting for their ratification. Accordingly, a
resolution seeking members' ratification for the remuneration payable to Cost Auditors,
forms part of the Notice convening the Annual General Meeting.
Internal Auditors:
M/s. S S Kothari Mehta & Company, Chartered Accountants, are the Internal Auditors
of the Company.
During the year under review, Internal Auditors were satisfied with the management
response on the observations and recommendations made by them during the course of their
audit.
9. Internal Financial Controls
The Company has in place adequate framework for Internal Financial Controls as required
under Section 134 of the Act. During the year under review, such controls were tested and
there were no material weaknesses in their design or operations.
10. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo
and Expenditure and Research & Development
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the
Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as 'Annexure
1' forming part of this report.
11. Particulars of Employees and Related Disclosures
The statement containing particulars of employees as required to be disclosed under
Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is attached as 'Annexure 2'
forming part of this report except the report as per Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. In terms of Section
136 of the Act, the said report is open for inspection at the Corporate Office of the
Company during working hours and any Member interested in obtaining a copy of the same may
write to the Company Secretary at cs@jagsonpal.com
12. Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Act, the Company has placed a
copy of the draft Annual Return as on March 31, 2023 on its website at www.jagsonpal.com.
13. Corporate Social Responsibility
The Corporate Social Responsibility Committee com prises of Ms. Radhika Madhukar
Dudhat, Independent Director as the Chairperson, Ms. Pallavi Dinodia Gupta, Independent
Director and Mr. Manish Gupta, Managing Director as the Members. Your Company has
formulated a policy on CSR and the same can be accessed https://www.jagsonpal.
com/about-3-1
The detailed Annual Report on CSR activities as required under Companies (Corporate
Social Responsibility Policy) Rules, 2014 is attached as 'Annexure 4' to this
Board's Report.
14. Board Evaluation
Pursuant to provisions of Schedule IV of the Act and rules made thereunder and
provisions of Listing Regulations, the Company has formulated a policy called 'Nomination
and Remuneration Policy' (the 'Policy') for performance evaluation of the Board, its
Committees, Chairman of the Board, and other individual Directors (including Independent
Directors). Based on the criteria mentioned in the Policy, your Company has prepared a
questionnaire to carry out the performance evaluation. The Nomination and Remuneration
Committee (hereinafter referred to as "NRC”) and the Board carried out annual
performance evaluation of the Board, its Committees, Chairman of the Board, and Individual
Directors (including Independent Directors). The Independent Directors carried out annual
performance evaluation of the Chairperson of the Board, the Non-independent Directors and
the Board as a whole and assessed the quality, quantity and timeliness of flow of
information between the management of the Company and the Board of Directors that is
necessary for the Board of Directors to effectively and reasonably perform their duties.
The Company has adopted a Nomination and Remuneration Policy on Directors' Appointment and
Remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters as provided under Section 178(3) of the Act,
and the same can be accessed at https://www.jagsonpal.com/investor-relations
15. Meeting of the Board
During the year under review, 8 (Eight) Board Meetings were held on May 13, 2022, May
30, 2022, June 20, 2022, June 29, 2022, July 16, 2022, August 09, 2022, November 09, 2022
and February 08, 2023. The particulars of the meetings held and attended by each Director
are detailed in the Corporate Governance Report forming part of the Annual Report.
16. Meeting of Independent Directors:
During the year under review, a meeting of Independent Directors was held on March 20,
2023 wherein the performance of the Non-Independent Directors, the Chairman and the Board
as a whole was reviewed. The Independent Directors at their meeting also assessed the
quality, quantity and timeliness of flow of information between the Company's management
and the Board of Directors of the Company.
17. Committees of the Board
The Board of Directors have the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The details of the Committees along with their composition, number and dates of the
Meetings and
attendance at the Meetings are provided in the Corporate Governance Report forming part
of this Annual Report.
19. Whistle Blower Policy/Vigil Mechanism
Pursuant to provisions of the Section 177(9) of the Act and the Listing Regulations,
the Company has established a Vigil Mechanism/ Whistle Blower Policy to attend the genuine
concerns expressed by the Employees, Directors and other Stakeholders. The Company has
also provided adequate safeguards against victimisation of employees and Directors who
express their concerns. The Company has also provided direct access to the chairman of the
Audit Committee on reporting issues concerning the interests of co- employees and the
Company. The Whistle Blower policy as approved by the Board has been uploaded on the
website of the Company and the same can be accessed at www.jagsonpal.com.
20. Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at
Workplace
The Company as an organisation is committed to provide a healthy environment to all its
employees and thus, does not tolerate any discrimination and/or harassment in any form.
The Company has in place a Prevention of Sexual Harassment Policy in line with the
requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Company has set up Internal Complaint Committee which is chaired
by a female employee of the Company. No complaints of sexual harassment were received
during the financial year 2022-2023.
21. Subsidiaries, Associates and Joint Venture
As on March 31, 2023 the Company does not have any subsidiary/joint venture/associate
companies within the meaning of Act.
22. Particulars of Loan, Guarantee or Investments
Pursuant to Section 186 of the Act, and Schedule V of the Listing Regulations,
disclosure on particulars relating to Loans, Advances, Guarantees and Investments are
provided as part of the financial statements.
23. Particulars of Contracts or Arrangements with Related Parties
All the transactions entered with related parties for the year under review were in the
ordinary course of the business and on arm's length basis.
There were no material contracts/arrangements/ transactions entered with related
parties as required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read
with Section 188 of the Act and Rule 8(2) of Companies (Accounts) Rules, 2014.
Further, there were no materially significant related party transactions which could
have potential conflict with the interests of the Company at large.
The Company has a Policy on Materiality of Related Party Transactions and on dealing
with Related Party Transactions in the line with the amended Listing Regulations and the
same can be accessed at www.jagsonpal.com.
24. Corporate Governance
As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company
has complied with the requirements of Corporate Governance. The report on Corporate
Governance along with a certificate issued by M/s. Mukesh Arora & Co., Practicing
Company Secretary and Secretarial Auditors of the Company, confirming compliance of
Corporate Governance for the year ended March 31, 2023 is provided separately and forms
part of the Annual Report.
25. Management Discussion and Analysis Report
Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and
Analysis containing Information inter-alia on industry trends, your Company's performance,
future outlook, opportunities and threats for the year ended March 31, 2023, is provided
separately and forms part of the Annual Report.
26. Business Responsibility and Sustainability Report
Business Responsibility and Sustainability Report of the Company for the financial year
2022-23 forms a part of the Annual Report as required under Regulation 34(2)(f) of the
Listing Regulations.
27. Directors Responsibility Statement
Pursuant to the provisions of Section 134 (3)(c) and 134(5) of the Act, your Directors,
to the best of their knowledge and belief and according to the information and
explanations obtained by them, state and confirm that:
a In the preparation of the Annual Accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b such accounting policies and applied them consistently and have 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 at March 31, 2023 and of the profit and loss of the Company
for the year ended on that date;
c proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d the annual financial statements for the year ended March 31, 2023 are prepared on a
going concern basis;
e the internal financial controls to be followed by the Company and that such systems
are adequate and are operating effectively; and
f 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.
28. Risk Management
In line with SEBI Listing Regulations, the Company has constituted a Risk Management
Committee (RMC) Composition of RMC is provided in the Corporate Governance Report, which
forms part of the Annual Report.
RMC is entrusted with the responsibility of overseeing strategic, operational and
financial risks that the organisation faces, along with the adequacy of mitigation plans
to address such risks. Your Company has a risk management framework for identifying and
managing risks and the Company has formulated a Risk Management Policy. Additional details
are provided in the 'Management Discussion and Analysis' Report provided in a separately
forms part of the Annual Report.
29. Employee Stock Option Scheme
During the year under review, Company rolled out 'Jagsonpal Pharmaceuticals Limited
ESOP 2022' effective from August 9, 2022.
The details as required to be disclosed under Section 62 of the Act read with Rule 12
of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (SEBI SBEBS Regulations) is attached as 'Annexure 5' forming part of the
annual report.
The Scheme is in compliance with applicable regulations and a certificate from M/s.
Mukesh Arora & Co., Practicing Company Secretaries and Secretarial Auditor of the
Company confirming that the scheme(s) has been implemented in accordance with the SEBI
SBEBS and in accordance with the resolution of the Company in the General Meeting.
30. Transfer to Investor Education and Protection Fund
Pursuant to the applicable provisions of the Act, read with the IEPF Authority
(Accounting Audit Transfer and Refund) Rules, 2016 ('the Rules') all unpaid or unclaimed
dividends are required to be transferred by the Company to the IEPF established by the
Central Government, after completion of seven years. Further, according to the rules, the
shares in respect of which dividend has not been paid or claimed by the shareholders for
seven consecutive years or more shall also be transferred to the demat account created by
the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid
dividends. Further the corresponding shares will be transferred as per the requirement of
the IEPF rules.
31. Change in the Nature of Business, if any
During the year under review, there has been no change in the nature of business of the
Company.
32. Material Changes and Commitments Affecting the Financial Position of the Company
There are no material changes and commitments affecting the financial position of your
Company between the end of the financial year 2022-23 and the date of this report.
33. Significant and Material Orders Passed by the Regulators or Courts or Tribunals
There are no significant and material orders passed by the Regulators, Courts or
Tribunals during the year under review which would impact the going concern status of your
Company and its future operations.
34. Other Disclosures
During the year under review:
o No frauds were reported by the Auditors as specified
under Section 143 of the Companies Act, 2013.
o The Company has not made any application under the Insolvency and Bankruptcy
Code, 2016 and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016
during the year.
o The Company has followed the applicable Secretarial Standards i.e., SS-1 and SS-2
issued by the Institute of Company Secretaries of India, relating to 'Meetings of Board of
Directors' and 'General Meetings' respectively.
o The Company has not accepted or renewed any public deposits in terms of Sections
73 and 74 of the Act read with rules framed thereunder.
o There was no instance of onetime settlement with any Bank or Financial
Institution.
Acknowledgement
The Board places on record its deep appreciation to all employees for their hard work,
dedication and commitment. The Board places on record its appreciation for the support and
co-operation the Company has been receiving from its suppliers, distributors, stockist,
channel partners and other associated with it as its trading partners.
The Board also take this opportunity to thank all Stakeholders, Business Partners,
Government and Regulatory Authorities and Stock Exchanges, for their continued support.
For and on behalf of the Board of Directors
| Date: May 23, 2023 |
Harsha Raghavan Chairman |
| Place: Gurugram |
(DIN: 01761512) |
|