To the members
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.
OVERVIEW
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:
(Rs in million)
Particulars |
Standalone |
Consolidated |
|
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 |
4,945 |
8,130 |
5,471 |
8,318 |
Amortisation expense (EBITDA) (before other income) |
|
|
|
|
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 |
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 RS. 45,596 million as against RS. 48,604 million in FY 2022.
EBITDA
For FY 2023, EBITDA stood at RS. 5,255 million with EBITDA margins at 12% as against
EBITDA of RS. 8,418 million with EBITDA margins at 17% in FY 2022.
Reported Net Profit after Tax
Reported PAT was RS. 2,534 million in FY 2023 as against RS. 4,523 million in FY 2022.
(ii) Consolidated Financials
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 RS. 47,727 million, EBITDA was RS. 5,805
million and PAT was RS. 3,075_million, on a consolidated basis, in FY 2023. During FY
2023, the segment revenue from the Speciality Chemicals was RS. 17,983 million, Nutrition
and Health Solutions was_ RS. 5,512 million and Chemicals Intermediates revenue was_ RS.
24,232 million. The overall EBITDA in FY 2023 was
RS. 5,805_million translating to EBITDA margin of 12%.
Further, in FY 2023, the net profit attributable to the owners of the Company was RS.
3,075 million and the basic EPS stood at RS. 19.34 (Diluted RS. 19.33).
A detailed note on Performance Review is given under Management Discussion and
Analysis Report'.
TRANSFER TO RESERVES
During the year under review, no amount was transferred to general reserves by the
Company.
DIVIDEND
During the year, the Board of Directors of the Company declared an interim dividend of
RS. 2.50 (250%) per equity share at its Board Meeting held on January 31, 2023 on
15,92,81,139 equity shares of RS. 1 each. The Directors are pleased to recommend a final
dividend of RS. 2.50 (250%) per equity share of RS. 1 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 RS. 5 (500%) per equity share
of face value of RS. 1 each aggregating to RS. 796 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.
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 RS. 15,92,81,139 comprising 15,92,81,139 equity shares of RS. 1 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.
jubilantingrevia.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 RS. 10,00,000 (Rupees Ten Lac) each
amounting to RS. 1000 million were transferred to the Company.
The Company bought-back the entire NCD's on June 3, 2022.
SUBSIDIARIES
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 stand-alone 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, e_uent 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 RS. 1763 million as against Rs. 1435 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 RS. 1,803 million as against for FY
2022, total income was RS. 2,412 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 RS. 6,792 million as against for FY
2022, total income was RS. 6,504 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 RS. 62 million as against for FY 2022, total income was
RS. 25 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 RS. 1,112 million as against for FY 2022, total income was
RS. 1,467 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
ASSOCIATES
1. 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 RS. 58.28 million and acquired 26% stake in AMP Energy by way
of acquisition of 5,82,800 equity shares of RS. 10 each and 52,452, 0.01% Compulsorily
Convertible Debenture of RS. 1,000 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.
STATUTORY AUDITORS
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.
COST AUDIT
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 rati_cation 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 pro_ciency 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.
jubilantingrevia.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.
EMPLOYEES
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'. CERTIFICATIONS
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.
HUMAN RESOURCES
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.
Talent Availability:
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.
Building people capabilities:
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 non-monetary 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.
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.
jubilantingrevia.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 afirmed 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.jubilantbhartiafoundation.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 pre-recorded voice message related to information on well-being 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 project 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.
Nayee Disha: This is a skill development program which is carried out in the
vocational centre at Bharuch & Nira in Gajraula.
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 agri-business 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.jubilantingrevia.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.
CORPORATE GOVERNANCE
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.
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,
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 Board |
|
Shyam S. Bhartia |
Hari S. Bhartia |
Chairman |
Co-Chairman |
(DIN: 00010484) |
(DIN: 00010499) |
Place: Noida |
|
Date: May 16, 2023 |
|
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