JHS Svendgaard Laboratories Ltd Directors Report.


The Members,

The Board of Directors hereby submits the reports of the business and operations of your Company ("the Company" or "JHS"), along with the audited financial statements (standalone and consolidated), for the financial year ended March 31, 2022.


(Rs. in lakhs)

Particulars Standalone Consolidated
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Net sales / Income from Operation 7990.59 9,696.15 8625.24 10,076.52
Other Income 814.39 554.78 938.99 75440
Interest & Finance Charges 49.94 45.25 139.36 123.99
Depreciation 589.65 556.43 705.22 725.47
Profit /(Loss ) before Tax 192.39 319.71 10.30 96.78
Tax Expense:
Current tax (provision for tax) 92.09 52.57 92.09 52.57
Deferred tax asset 342.97 121.95 345.65 41.39
Tax for earlier years 1.50 (131.42) 1.50 (131.42)
Total Tax Expense 436.55 43.11 439.24 (3746)
Profit /(Loss ) after Tax (244.17) 276.61 (428.94) 134.24
Profit /(Loss ) to be carried to the Balance Sheet (240.01) 281.32 (421.09) 143.04
Paid up Equity Share Capital ( Face Value of rs. 10/- each ) 6490.05 6,440.05 6490.05 6,440.05
Reserve excluding revaluation reserve 12486.55 12,707.76 12100.16 12,429.50
Basic EPS ( in Rupees not annualized ) Excluding extra ordinary items (0.38) 0.45 (0.63) 0.20
Diluted EPS ( in Rupees not annualized) Excluding extra ordinary items (0.38) 0.45 (0.63) 0.20


The Company generated the revenue from operations during the financial year ended 31st March 2022 amounted to INR 7,990.59 Lakhs as compared to INR 9,696.15 Lakhs during the previous year ended 31st March, 2021.


In compliance with the applicable provisions of Companies Act, 2013 including the Indian Accounting Standard Ind AS-110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2021-22. Consolidated turnover of the Company was Rs. 8,625.24 Lakhs as on 31st March, 2022 as against Rs. 10,076.52 lakhs in the previous year.


The Company is expanding its business and requires surplus to be ploughed back in the company. Hence, your Board is compelled to not recommend any dividend for the last financial year.


The Board of the Company has not proposed to transfer any amount from the profit and loss account to the reserves of the Company.


Kindly refer to the Management Discussion & Analysis Report which forms part of this report.


JHS believes in adopting the best practices of Corporate Governance. Corporate Governance Principals are enshrined in the spirit of JHS, which form the core values of JHS. These guiding principles are also articulated through the companys code of business conduct, corporate governance guidelines, character of various sub-committees and disclosure policy.

JHS has adopted the industry best practices of Corporate Governance and aims to run its business on the highest principles of governance and ethics. At JHS, Corporate Governance is more than just adherence to the statutory and regulatory requirements. It is equally about focusing on voluntary practices that underlie the highest levels of transparency. JHSs governance framework is driven by the objective of enhancing long term stakeholder value without compromising on ethical standards and corporate social responsibilities.

Kindly refer to the report on Corporate Governance which forms part of this report.


The Key Managerial personnel (KMP) of the Company as per section 2(51) and 203 of the Companies Act, 2013 as on 31st March, 2022 are as follows:

Director/KMP Designation
Mr. Nikhil Nanda Managing Director
Mr. Mukul Pathak Non-Executive Independent Director
Mr.Rajagopal Chakravarthi Venkateish Non-Executive Independent Director
Mr. Kapil Minocha Non-Executive Independent Director
*Mr. Nikhil Kishorchandra Vora Non-Executive Nominee Director
Mrs. Rohina Sanjay Sangtani Non-Executive Women Independent Director
Mr. Ashish Goel Chief Financial Officer
#Mr. Neeraj Kumar Chief Financial Officer
Mr. Paramvir Singh Pabla Chief Executive Officer
$Mrs. Kirti Maheshwari Company Secretary & Compliance Officer
$Mr. Avinash Pratap Company Secretary & Compliance Officer

* During the financial year 2021-22, Mr Nikhil Kishorchandra Vora, Nominee Director had resigned from directorship w.e.f


# During the financial year 2021-22, Mr Neeraj Kumar was appointed as Chief Financial Officer of the Company w.e.f 10.08.2021. $During the financial year 2021-22, Ms. Kirti Maheshwari resigned from the post of Company Secretary & Compliance Officer w.e.f. 14.09.2021 and thereafter Mr Avinash Pratap was appointed as Company Secretary & Compliance Officer w.e.f. 08.02.2022.

Mr. Nikhil Nanda, Director of the Company, who retires by rotation at the ensuing 18th AGM and being eligible offers himself for re-appointment. The necessary proposal for the same forms part of the Notice of the ensuing AGM.


The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilising different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual Directors including the chairperson and the Independent Directors. The Policy encourages the appointment of women at senior executive levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain and motivate best available talent.

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013 (Act), the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is available on the website on the website of the company at https:// www.svendgaard.com/policy.html.

During the financial year, no changes were made in the Policy.


Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 1 which forms an integral part of this report.

The statement containing particulars of employees as required under 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, forms part of this Annual Report. Further, the Report is being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at cs@ svendgaard.com.


The details of composition, details of meeting and attendance of members of the Audit Committee, the Nomination & Remuneration Committee, the Stakeholders Relationship Committee and the Corporate Social Responsibility Committee is provided in the Corporate Governance Report section of this report.


The Company has duly constituted an Audit Committee, whose detailed composition and powers are provided in the Corporate Governance Report. There were no recommendations of the Audit Committee which have not been accepted by the Board during the financial year.


During the year under review, the Board met 6 (Six) times, details and attendance of such Board meetings are provided in Corporate Governance Report Annexed herewith and forming integral part of this report.


All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI (Listing and Other Disclosure Requirements) Regulations, 2015 ("SEBI LODR"). The Independent Directors have also confirmed that they have complied with the Companys code of conduct for Directors and Senior Management Personnel.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of one 2 (two) year from the date of inclusion of their names in the data bank. The Independent Directors, whosoever is required, shall undertake the said proficiency test with the prescribed time.

In the opinion of the Board, all independent directors possess a strong sense of integrity and having requisite experience, qualification and expertise and are independent of the management. For further details, please refer Corporate Governance report.


Pursuant to applicable provisions of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) ("Listing Regulations"), the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors.

A structured questionnaire, covering various aspects of the functioning of the board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board s focus, regulatory compliances and Corporate Governance, etc., is in place. Similarly, for evaluation of individual Directors performance, the questionnaire covering various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., is also in place.

Board members had submitted their response for evaluating the entire Board, respective committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had a separate meeting held on 08.02.2022. No Directors other than Independent Directors had attended this meeting. Independent Directors discussed inter-aia the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non- Executive Directors.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Directors expressed their satisfaction with the evaluation process.


Pursuant to the provision under Section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. That they had 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 at the end of the financial year and of the profit of the Company for that period;

iii. That they had 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. That they had prepared the annual accounts on a going concern basis;

v. That they had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

vi. That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.



Pursuant to the provisions of section 139 of the Companies Act, 2013 and rules made thereunder, M/s S. N. Dhawan & Co., Chartered Accountants, (Firm Regn. No. 00050N) on the recommendation of the Audit Committee, were re-appointed as Statutory Auditors of the Company for another term of 5 (five) consecutive years, to hold office from the conclusion of the 16th Annual General Meeting till the conclusion of 21st Annual General Meeting to be held in year 2025.


The report given by M/s S. N. Dhawan & Co., Chartered Accountants, Statutory Auditors on financial statements of the Company for FY. 2021-22 is part of the Annual Report. The comments on the statement of accounts referred to in the report of the Auditors are self-explanatory. The Auditors Report does not contain any qualification, reservation or adverse remark.


Pursuant to the provisions of Section 204 of the Companies Act, 2013 M/s Mohit & Associates, Practicing Company Secretaries, was appointed as the Secretarial Auditor for the financial year 2020-21 to conduct the secretarial audit of the company, The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as Annexure 2 and forms an integral part of this report.

The Secretarial Audit Report is self-explanatory and contains no qualifications or observations or other remarks.


The Company is not required to maintain cost records and to undertake cost audit in accordance with the provisions of the Companies Act, 2013.


The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.


According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate IFC system with reference to the Financial Statements which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Companys IFC system also comprises due compliances with Company s policies and Standard Operating Procedures (SOP s) and audit and compliance, supplemented by internal audit checks from M/s VSD & Associates, Chartered Accountants, the Internal Auditors. The internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.


JHS is having comprehensive risk assessment and minimization procedure in place, which are reviewed by the Board periodically. The Board is responsible for preparation of Risk Management plan, reviewing, monitoring and updating the same on regular and ongoing basis. Audit Committee is also taking care for critical risks on yearly basis.

The Company has also formulated the Risk Management Policy through which the Company has identified various risks like quality risk, industry and competition risk, risk of loss and assets which in the opinion of the Board may threaten the existence of the Company.

Further, the risks control systems are instituted to ensure that the risks in each business process are mitigated. The Audit Committee of the Board is responsible for the overall risk management in coordination with Internal Auditor who reports directly to the Board.

In the opinion of the Board there have been no identification of elements of risk that may threaten the existence of the Company.


During the review under a year, there have been no material changes in the nature of business of the Company.


As on 31st March, 2022, Company has 2 (two) subsidiaries i.e. JHS Svendgaard Mechanical and Warehouse Private Limited and JHS Svendgaard Retail Ventures Private Limited (formerly known as JHS Svendgaard Infrastructure Private Limited).

The Company has an Associate Company i.e JHS Svendgaard Brands Limited (formerly known as JHS Svendgaard Dental Care Limited) within the meaning of Section 2(6) of the Act.

There has been no material change in the nature of the business of the subsidiaries and no company has ceased to be/ became Subsidiary/ Associate of the Company.

Pursuant to Section 129 (3) of the Companies Act, 2013 and Ind AS-110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries.

Further, a separate statement containing salient features of the financial statements of the subsidiaries in the prescribed Form AOC-1 has been disclosed and attached with this report as Annexure 3.


In accordance with the provisions of section 92(3) and 134 (3) (a) of the Companies Act, 2013, the Annual Return is available on the website of the Company and can be accessed via. https://www.svendgaard.com/annual reports.html.


The particulars of loans, guarantees and investments under section 186 of the Companies Act, 2013 as at the end of the financial year ended on 31st March 2022 have been disclosed in the standalone financial statements of the Company. For further details, please refer notes to the standalone financial statements.


With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arms length basis.

During the year, the Company has entered into material contracts and arrangements with its related parties (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the company on material

Related-party Transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 has been provided in Form AOC -2 and annexed with this Report as Annexure-4.

For further details, please refer notes to the standalone financial statements


The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure - 5 and is attached to this report.


For your Company, Corporate Social Responsibility (CSR) means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Companys business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of businesses. In alignment with vision of the Company, through its CSR initiative, your Company will enhance value creation in the society through its services, conduct and initiatives, so as to promote sustained growth for the society.

The Board of Directors of your Company has further formulated and adopted a policy based on above factors on Corporate Social Responsibility which can be accessed at our website at: www.svendgaard.com. The CSR Policy of your Company outlines the Companys philosophy for undertaking socially useful programs through the creation of a CSR Trust for welfare and sustainable development of the community at large as part of its duties as a responsible corporate citizen. Broad areas CSR covered in the policy inter-alia includes:

• Eradicating hunger, poverty & malnutrition, promoting preventive health care & sanitation & making available safe drinking water.

• Promoting education, including special education & employment enhancing vocation skills especially among children, women, elderly & the differently unable & livelihood enhancement projects.

• Promoting gender equality, empowering women, setting up homes & hostels for women & orphans, setting up old age homes, day care centers & such other facilities for senior citizens & measures for reducing inequalities faced by socially & economically backward groups.

Further, the CSR policy also aims to provide for following:

• Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Companys profits for social projects.

• Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting.

• Creating opportunities for employees to participate in socially responsible initiatives.

During the last financial years, no changes took place in the CSR Policy. During the year under review, the Company was not covered under the provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility.


Change in Capital Structure

The authorized equity share capital of the Company stood at Rs.70,00,00,000 (Rupees Seventy Crores Only) divided into

70.000. 000 (Seven Crores) equity shares of Rs. 10/- each as at 31st March 2022 as increased from Rs.65,00,00,000/- (Rupees Sixty Five Crores Only) consisting of 6,50,00,000 (Six Crore Fifty Lakhs Only) equity shares of face of value of Rs.10/- each pursuant to the Ordinary Resolution of the members passed at 16th AGM of the Company held on 08th August,2021.

During the year, a preferential issue of up to 55,00,000 (Fifty-Five Lakh) warrants, convertible into equivalent number of equity shares of face value of Rs. 10/- each of the Company , at an issue price of Rs. 20/- per warrant aggregating to Rs. (Rupees Eleven Crore only), was approved by the shareholders in the 16th AGM held on 8th August 2021.

Pursuant to such approval, your Company issued and allotted 40,00,000 Fully Convertible Warrants out of the 55,00,000 lakhs (Warrants) at an issue price of Rs. 20/- per Warrant aggregating to Rs. 8,00,00,000/- (Rupees Eight Crore Only).

Thereafter, the Board of Directors in its meeting held on 09th February, 2021 allotted 35,00,000 (Thirty-Five Lakh) Equity Shares of face value of Rs, 10/- each pursuant to conversion of 35,00,000 Fully Convertible Warrants ("Warrants") out of said total

40.00. 000 (Forty Lakhs) warrants at an issue price of Rs, 20/- each, by way of preferential allotment on a private placement basis.

Furthermore, the Board of Directors in its meeting held on 8th February, 2022 allotted 5,00,000 shares (Five lakh) Equity Shares of face value 10/- each pursuant to the conversion of 5, 00,000 fully convertible warrants out of the total 40,00,000 (Forty Lakhs) warrants at an issue price of 20/- each, by way of preferential allotment on a private basis.

Consequent to the said allotment, the Issued and Paid-up Equity Share Capital of the Company stands increased to Rs. 64,90,04,650 divided into 6,49,00,465 Equity Shares of face value of Rs. 10/- each.


During the year under review the Company has neither accepted nor renewed any deposit in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.


As per Listing Regulation read with Section 177(9) of the Act, the Company has established Vigil Mechanism through which Directors, Employees and Business Associates may report unethical behavior, malpractices, wrongful conduct fraud, and violation of companys code of conduct without any fear of reprisal. Vigil Mechanism is being overseen by the Audit Committee for the genuine concerns expressed by the employees and the Directors. The said Policy provides adequate safeguards against victimization 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 employees and the Company and no employee was denied access to the Chairman of the Audit Committee. The policy as approved by the Board is uploaded on the Companys website at http://svendgaard.com/downioad/invester/ Vigil Mechansim/VIGIL%20MECHANISM%20POLICY.pdf


The Company has zero tolerance for sexual harassment at workplace. A policy has been adopted in line with the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under and an Internal Complaints Committee has also been set up to redress complaints received regarding Sexual Harassment.

During the year, no complaints pertaining to sexual harassment were received as weii there was no outstanding compliant at the end of the financial year.

Significant and material orders passed by the Regulators or Courts or Tribunals impact the going concerns status and the company s operations in future.

The Company has not received any significant or material ones passed by any regulatory Authority, Court or Tribunal which shaii impact the going concern status and Company s operations in future.


the Board of Directors of the Company at their meeting held on 09th October, 2020 approved the Composite Scheme of Arrangement for Demerger of Retail Investment Division ("Demerged Undertaking") of JHS Svendgaard Laboratories Limited ("Demerged Company") and vesting of the same with JHS Svendgaard Retail Ventures Private Limited ("Resulting Company") on a going concern basis and immediateiy thereupon, Amaigamation of JHS Svendgaard Brands Limited ("Transferor Company") with JHS Svendgaard Laboratories Limited ("Transferee Company") under Section 230 - 232 of the Companies Act, 2013 ("Composite Scheme").

The above Composite Scheme of Arrangement shaii be subject to the approvai of Nationai Company Law Tribunai (NCLT) of the reievant jurisdiction, Securities Exchange Board of India (SEBI), Stock Exchange (s), Shareholders and Creditors of all the Companies.

As on 31st March, 2022, the Company received no objection certificate dated 08th December 2022 from BSE and NSE to the proposed Composite Scheme of Arrangement.

The first motion appiication was fiiied by the company on 22th February 2022 before respective National Company Law Tribunals.


There are no material changes and commitments affecting the financiai position of the company, which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.


During the year under review, the Company has complied with the applicable Secretariai Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;


Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

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

- Neither Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

- No application was filed by/ on the Company under the Insolvency and Bankruptcy Code, 2016.


The Company has been maintaining healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.


Your Directors take this opportunity to thank all customers, shareowners, suppliers, bankers, business partners/associates, financial institutions and the Central Government and the State Government for their consistent support and encouragement provided by them in the past. Your Directors conveying their sincere appreciation to all employees of the Company and its subsidiaries and associates for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in this industry.

For and on behalf of the Board
JHS Svendgaard Laboratories Limited
Sd/- Sd/-
Nikhil Nanda Mukul Pathak
Date: 09/08/2022 Managing Director Director
Place : New Delhi DIN: 00051501 DIN: 0051534