Your Directors are pleased to present their Report together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2022.
Jubilant Ingrevia Limited (the ‘Company or ‘Jubilant Ingrevia) is a global integrated Life Science products and Innovative Solutions provider serving Pharmaceutical, Nutrition, Agrochemical, Consumer and Industrial customers with customised products and solutions that are innovative, cost-e_ective and conforming to excellent quality standards.
The Company offers a broad portfolio of high quality ingredients that find application in a wide range of industries. The Company has over 2,100 employees and serves more than 1,500 customers in more than 50 countries across the world. The Companys portfolio also extends to custom research and manufacturing for pharmaceutical and agrochemical customers on an exclusive basis. Jubilant Ingrevia is a Responsible Care certified Company, driven by the motive to add value to millions of lives through innovations and cutting-edge technology. As a leader in key products that the Company manufactures, it takes pride in being a partner of choice for its valued customers..
RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS FINANCIAL RESULTS
The financial performance of the Company for FY 2022 is summarised below:
|_Year ended _March 31, 2022||_Year ended _March 31, 2021*||_Year ended _March 31, 2022||_Year ended _March 31, 2021*|
|Revenue from operations||48,604||6,689||49,494||6,841|
|Total operating expenditure||40,474||5,721||41,176||5,670|
|Earnings before Interest, Taxes, Depreciation and Amortisation expense (EBITDA) (before other income)||8,130||968||8,318||1,171|
|Depreciation and amortisation expense||1,201||214||1,234||221|
|_Year ended _March 31, 2022||_Year ended _March 31, 2021*||_Year ended _March 31, 2022||_Year ended _March 31, 2021*|
|Share of loss of an associate||-||-||(1)||-|
|Profit before tax||6,755||555||7,089||774|
|Total tax expense||2,232||169||2,322||230|
|Profit for the year (PAT)||4,523||386||4,767||544|
|- Owners of the Company||4,523||386||4,767||544|
|- Non-controlling interests||-||-||-||-|
|Other comprehensive income||(12)||(2)||956||50|
|Total comprehensive income for the period||4,511||384||5,723||594|
|Balance in Retained earnings at the||2,504||(2)||4,165||(2)|
|beginning of the year|
|Profit for the year (attributable to owners of the Company)||4,523||386||4,767||544|
|Re-measurement of defined benefit obligations||(12)||(2)||(11)||(2)|
|Adjustment on account of demerger pursuant to the Composite scheme||-||2,122||-||3,625|
|Transfer to retained earnings on sale of investment||-||-||842||-|
|Balance in Retained earnings at the end of the year||6,561||2,504||9,310||4,165|
*The figures for FY 2022 are not comparable with previous year ended March 31, 2021, since the figures for the previous year ended March 31, 2021 are financial results for only two months of the demerged Life Science Ingredients (‘LSI) business from Jubilant Pharmova Limited from the effective date of demerger i.e. February 1, 2021 till March 31, 2021.
Further, pursuant to the Composite Scheme of Arrangement, five subsidiaries of Jubilant Pharmova Limited namely Jubilant Infrastructure Limited, Jubilant Life Sciences (USA) Inc., Jubilant Life Sciences International Pte. Limited, Jubilant Life Sciences (Shanghai) Limited and Jubilant Life Sciences NV became subsidiaries of the Company effective from February 1, 2021. Accordingly, the Company had prepared consolidated Financial Statements for FY 2021 by incorporating financials of these subsidiaries for two months period from February 1, 2021 to March 31, 2021.
(i) Standalone Financials Revenue from Operations
In FY 2022, on a standalone basis, your Company recorded total revenue from operations of Rs 48,604 million.
For FY 2022, EBITDA stood at Rs 8,418 million with EBITDA margins at 17%.
Reported Net Profit after Tax
Reported PAT was 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. Your Company has prepared consolidated financial statements for FY 2021 by incorporating financials of the subsidiaries for two months starting from February 1, 2021, being the date when the subsidiaries of Jubilant Pharmova Limited became subsidiaries of the Company pursuant to the demerger.
Your Company reported revenue from operations H 49,494 million, EBITDA was H 8,633 million and PAT was 4,767 million, on a consolidated basis, in FY 2022. During FY 2022, the segment revenue from the Speciality Chemicals was Rs 13,926 million, Nutrition and Health
Solutions was H 7,673 million and Chemicals Intermediates revenue was Rs 27,895 million. The overall EBITDA in FY 2022 was H 8,633 million translating to EBITDA margin of 17%.
Further, in FY 2022, the net profit attributable to the owners of the Company was Rs 4,767 million and the basic EPS stood at H 29.98 (Diluted H 29.97).
Your Company continues to do the capacity optimisation and expansion of existing products based on the global demand situation and in addition has envisaged opportunity based growth plans through investments on new product platforms and new business areas for future growth. Your Companys ongoing capital investment projects are moving as per the plan and it has already committed capex worth Rs 800 crore so far. All plants with this committed investment are expected to be commissioned by FY 2024. Your Company has also firmed up additional growth capital investments during FY 2023 & FY 2024, it plans to commit additional capex worth Rs 1,250 crore to expand its footprints in all business segments including its newly added product platforms like Diketene and new business areas like Agro Actives and further strengthen the Companys leadership in chosen areas of product portfolios including in CDMO projects. Your Company has plans to complete and commission all these new plants by FY 2025.
Under its three business segments, your Company is working towards the following expansions in addition to capacity optimisation and expansion of existing products:
Under its Speciality Chemicals business segment, your Company will undertake capital expenditure towards the following:
CDMO (GMP) Multipurpose plant - For Pharma intermediates
CDMO (Non-GMP) - Multipurpose plants for Pharma & Agro intermediates.
MPP Agro Active plant - Moving up the value chain to final Agro actives.
Diketene Plant - Moving up the value chain of Ketene, growing demand & exit of the old leading producer.
In addition to above committed capital expenditure, your Company will also undertake projects for further product expansions in Diketene derivatives, Agrochemical Intermediates and Agro Actives (Fluorination based Fungicide).
Nutrition and Health Solutions
Under the Nutrition and Health Solutions business segment, your Company will undertake capital expenditure towards the following:
Vitamin B3 expansion - For niche end uses in Food, Cosmetics & Pharma
Animal & Human Nutrition Premix plant - Moving up the value chain from ingredients to Premixes to improve the portfolio of products.
In its Life Science Chemicals business segment, your Company will undertake capital expenditure towards the following:
Acetic Anhydride capacity expansion - Growing demand & geographic expansion
Grain based Specialty Ethanol Plant at Gajraula - Shift from molasses based to grain based alcohol Overall, three business segments hold an optimistic outlook for the coming years as it continues to stay invested in the long-term projects to drive growth. A detailed note on Performance Review is given under
‘Management Discussion and Analysis Report.
TRANSFER TO RESERVES
During the year under review, no amount was transferred to general reserves by the Company.
During the year, the Board of Directors of the Company declared an interim dividend of H 2.50 (250%) per equity share at its Board Meeting held on February 01, 2022 on 15,92,81,139 equity shares of Rs 1 each. The Directors are pleased to recommend a final dividend of H 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 H 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
(a) S hare Capital
During the year, there has been no change in the authorised share capital of the Company. As on March 31, 2022, the subscribed, issued and paid-up share capital of the Company stood at H 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 shareholders of the Company, at the Extra-Ordinary
General Meeting held on January 18, 2021, approved a General Employee Benefits Scheme namely Jubilant Ingrevia General Employee Benefits Scheme-2021 (‘JIGEBS-2021) for the employees of the Company and its subsidiary companies.
On May 24, 2021, the shareholders, through Postal Ballot, have approved an Employee Stock Option Plan namely ‘Jubilant Ingrevia Employees Stock Option Plan 2021 (‘ESOP-2021) for the employees of the Company and its subsidiary companies.
The ESOP-2021 and JIGEBS-2021 are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (the ‘SEBI ESOP Regulations). During the year, there was no material change in JIGEBS-2021.
The details of JIGEBS-2021 and ESOP-2021 pursuant to the SEBI ESOP Regulations have been placed on the website of the Company and web-link of the same is https://www.jubilantingrevia.com/pdf/esop-disclosure-fy2021-22.pdf.
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 same are listed on the Whole-sale Debt Market Segment of National Stock Exchange of India Limited.
The highlights of performance of subsidiaries and associates companies and their contribution to the overall performance of the Company during the period under report is provided in note no. 48 to the consolidated financial statements. The Company does not have any joint venture. A separate statement containing the salient features of financial statements of subsidiaries and associates of the Company in the prescribed form AOC-1 forms part of consolidated financial statements, in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with the rules issued thereunder As on March 31, 2022, the Company does not have any material subsidiary.
Brief particulars of the subsidiaries of the Company on a 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. The Company has three units in the SEZ. The finished products of Unit-1 and Unit-2 are fully backward integrated and are using innovative technologies developed in-house. Unit-4 has become operational in August, 2019 with the world class manufacturing facilities.
The global scale plants of Vitamin B3 and 3-Cyanopyridine at the SEZ make your Company the largest producer of Vitamin B3 in India and the second largest globally. Unit-4 deals in Acetyl and manufacturing of Acetic Anhydride products. The Company is a market leader in India and enjoying a substantial share in global markets in this product. During the year, Jubilant Agro Sciences Limited, a wholly owned subsidiary of the Company, entered into a lease agreement with JIL for 23-acre land to set up its crop protection chemicals and Agro active manufacturing facilities.
Total income of JIL during FY 2022 was Rs 1435 million as against for FY 2021, total income for 2 months period from February 1, 2021 to March 31, 2021 was Rs 196 million.
2. 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 Companys products in Americas. Total income of JLS-USA during FY 2022 was Rs 2,412 million as against for FY 2021, total income for 2 months period from February 1, 2021 to March 31, 2021 was Rs 353 million.
3. 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 Companys products in the European markets. Total income of JLS NV during FY 2022 was Rs 6,504 million as against for FY 2021, total income for 2 months period from February 1, 2021 to March 31, 2021 was Rs 652 million.
4. Jubilant Life Sciences International Pte. Limited (‘JLSIL)
JLSIL, incorporated in Singapore, is a wholly-owned subsidiary of the Company. Total income of JLSIL during FY 2022 was Rs 25 million as against for FY 2021, total income for
2 months period from February 1, 2021 to March 31, 2021 was Rs 1 million. During the Year ended March 31, 2022, the Company has sold its investment in Safe Food Corporation for Rs 1,355 million consequent upon the merger of Safe Food Corporation with Packers Sanitation Services Inc. Limited. The resulting gain amounting to Rs 896 million on sale of
investment was recognised in ‘Other comprehensive income of the Company.
5. 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 Companys products in China. Total income of JLS-Shanghai during FY 2022 was Rs 1,467 million as against for
FY 2021, total income for 2 months period from February 1, 2021 to March 31, 2021 was Rs 279 million.
6. 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 and grain based Specility and Bio Ethnols etc.
The name of the company was changed from Jubilant Crop Protection Limited to Jubilant Agro Sciences Limited effective from April 22, 2022 after approval of Registrar of the Companies, Kanpur.
JASL has not yet started the revenue generation as it is still in the project stage.
1. Mister Veg Foods Private Limited (‘MVFPL)
On February 18, 2021, your Company acquired 0.01% Convertible Preference Shares (‘CPS) of MVFPL, representing potential 20.99% shareholding in MVFPL, once converted. CPS are convertible into equity shares of MVFPL at a defined conversion ratio as per the terms of the underlying contract. MVFPL is engaged in the manufacture of Meat Analogues from plant based proteins and mainly catering its products in north India. This is a new trend that is catching up in Human Nutrition segment and the Company is looking into this for scale up.
2. AMP Energy Green Fifteen Private Limited (‘AMP Energy)
For the purpose of sourcing group captive solar power, during the year, 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 has also entered into a Power Purchase Agreement (‘PPA) with AMP Energy to procure 100% of the output of solar energy produced for next 20 years as per the rates negotiated in the agreement. As per the Share Purchase, Subscription and Shareholders Agreement, in the event of termination of the contracts or completion of the PPA term, your Company shall receive nominal value of its investment without any share of profit/ loss in the associate.
In terms of provisions of Section 139 of the Act and the Rules made thereunder, the Shareholders of the Company have at the first Annual General Meeting held on December 1, 2020, approved the appointment of M/s. Walker Chandiok & Co. LLP, Chartered
Accountants (FRN 001076N/N500013) as Statutory Auditors of the Company for a term of 5 years. Accordingly, they hold the office till the conclusion of the 6th AGM of the Company to be held in the year 2025.
The Auditors Report for FY 2022 do not contain any qualification, reservation, adverse remark or disclaimer.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.
In terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the cost accounts and records are prepared and maintained by the Company pursuant to the provisions of Section 148(1) of the Act.
Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has prescribed audit of cost records for certain products. Accordingly, the Company carries out cost audit of its products. Based on the recommendations of the Audit Committee, the Board of Directors have re-appointed M/s J. K. Kabra & Co., Cost Accountants as Cost Auditors of the Company to conduct cost audit for FY 2023. The Board of Directors on the recommendation of the Audit Committee have approved the remuneration payable to Cost Auditors. In terms of Section 148 of the Act and rules made thereunder, members are requested to consider the rati_cation of remuneration payable to M/s J.K. Kabra & Co., Cost Accountants for FY 2023.
The Board has appointed M/s Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit in accordance with the provisions of Section 204 of the Act. and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for FY 2022. The Secretarial Audit Report for FY 2022 has been obtained and does not contain any qualification, which requires any comments from the Board. The Secretarial Audit Report for FY 2022 is annexed to this report as Annexure -1.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In order to strengthen the Board, Ms. Ameeta Chatterjee (DIN 03010772) was appointed as an Additional Director in the category of Independent Director for a period of 5 years and Mr. Arjun Shanker Bhartia (DIN 03019690) was appointed as an Additional Director in the category of Non-Executive Director, effective from April 17, 2021. The said appointments were duly approved by the shareholders at the 2nd Annual General Meeting (‘AGM) of the Company. Further, effective from May 17, 2022, Mr. Anant Pande (DIN 08186854) ceased to be the Whole-Time Director on the Board of the Company and Mr. Anil Khubchandani (DIN 09209485) has been appointed as Co-CEO and Whole-Time Director on the Board of the Company.
Mr. Shyam S. Bhartia (DIN 00010484) and Mr. Priyavrat Bhartia (DIN 00020603) retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. In the opinion of the Board, the Independent Directors possess the requisite expertise, integrity, experience and 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 2022. During the financial year, Companys Board met four times i.e. on June 7, 2021, July 20, 2021, October 19, 2021 and February 1, 2022.The details on meetings of the Board of Directors are given under ‘Corporate Governance Report.
DECLARATION OF INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Regulation 16 of the Listing Regulations. The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Act. All our Independent Directors are registered on the Independent Directors Databank. None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
APPOINTMENT AND REMUNERATION POLICY
The Company has implemented Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations. Salient features of the Policy and other details have been disclosed in the Corporate Governance Report attached to this Report. The Policy is available at the weblink https:// 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, 2022 and of the profits of the Company for the year ended March 31, 2022;
(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Directors have prepared the annual accounts on a going concern basis; (v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
Based on the framework of internal financial controls including the Controls Manager for financial reporting and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2022; and (vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
COMPOSITION OF AUDIT COMMITTEE
As on date, the Audit Committee comprises Mr. Sushil kumar Roongta, Chairman, Mr. Arun Seth, Mr. Pradeep Banerjee, Mr. Siraj Azmat Chaudhry, Ms. Ameeta Chatterjee and Mr. Arjun Shanker Bhartia. The Board has accepted all the recommendations made by the Audit Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed pursuant to Section 134 of the Act read with the Companies (Accounts) Rules, 2014 is given as Annexure-2 and forms part of this Report.
Particulars of Directors and Employees as required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure-3 and form part of this Report.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS
Risk-taking is an inherent trait of any enterprise. However, if risks are not properly managed and controlled, they can affect the Companys ability to attain its objectives. Risk management and Internal Financial Control systems play a key role in directing and guiding the Companys 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 Companys business and documenting the process of identification, evaluation, prioritisation, mitigation, monitoring and communication of risk as a part of the risk management policy. The Company has well defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority and a set of processes and guidelines.
There exists a well-designed risk management framework and the same is reviewed by the Board on a periodic basis. Some of the key risks identified in various businesses of the Company are specified below: i. Environment, Health and Safety (EHS) ii. Compliance and Regulatory iii. Delay in implementation and Effectiveness of New Technology in Growth Project/ Capex iv. Climate change v. ESG Performance vi. Disruption in availability of Energy resources & disruption in Supply Chain vii. Human Resource - Acquiring and Retaining Skilled Talent viii. Individual & Group Activism ix. Information Technology x. Competition, Cost Competitiveness and Pricing xi. Research Development & Technology / New Product Development
The Company promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator. With the growth strategy in place, risk management holds the key to the success of the Companys journey of continued competitive sustainability in attaining the desired business objectives.
Implementation of Internal Financial Controls
The Companys internal control systems are effective and robust, ensuring that there is efficient use and protection of resources and compliance with policies, procedures, financial reporting and statutory requirements. There are well-documented guidelines, procedures and processes, integral to the overall governance, laws and regulations.
To compete globally, stringent Corporate Governance and financial control over operations is essential for the Company. To ensure a robust Internal Financial Controls framework, your Company has worked on three lines of defence strategy which is as under: i. Build internal controls into operating processes - To this end, your Company has ensured that detailed Delegation of Authority and Standard Operating Procedures (SOPs) for the processes are followed, financial decision making is done through Committees, IT controls are built into the processes, segregation of duties is done, strong budgetary control framework exists, the entity level controls including Code of Conduct, Ombudsperson Office, etc. are established. For better governance, these operational controls have been implemented through Enterprise Resource Planning (ERP) and other IT applications.
ii. Create an efficient review mechanism - Your Company has created a review mechanism under which all the businesses are reviewed for performance once in a month and functions are reviewed on a monthly/quarterly basis by the CEO and Managing Director. Additionally, a robust control self-assessment (CSA) process is implemented through deployment of ‘Controls Manager software. Quarterly online controls self-assessment is initiated which enables process owners to perform self-assessment against the Risk and Control Matrices (RCMs). The CSA process enables the Company to monitor the adequacy and effectiveness of the internal control environment.
Further, statutory compliances are monitored through online tool ‘Conformity. Amendments or new statutory requirements are also updated on a regular basis in the tool for effective tracking and adherence. This reinforces the Companys 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 Companys internal control over financial reporting (as defined in Section 143 of the Act). The Audit Committee acts as a governing body to monitor the effectiveness of the Internal Financial Controls framework.
To improve the controls in operations, your Company has established, for each line of business, the concept of financial decision making through operational committees. The entire purchase, credit control and capital expenditure decisions are taken jointly in committees.
A detailed note on Internal Control Systems and Risk Management is given under ‘Management Discussion and Analysis Report.
Responsible Care Management System (RCMS) & Integrated Management System (IMS)
1. Jubilant Ingrevia demonstrates its commitment towards environment, health, safety and security of its employees, work places, surroundings including communities by implementing Responsible Care Management System (RCMS) under American Chemistry Councils (ACC) Responsible Care? program. Jubilant Ingrevia is certified by DNV-GL for RC 14001:2015 (Responsible Care?14001:2015) system at its corporate office in Noida and manufacturing sites in Gajraula, Uttar Pradesh, Bharuch in Gujarat and Nira in Maharashtra.
The Companys corporate office in Noida and manufacturing facilities at Gajraula, Bharuch, Nira, Savli & Ambernath have been awarded Responsible Care Logo (RC Logo) by Indian Chemistry Council (ICC).
Responsible Care initiative encompasses comprehensive environmental management system, occupational health and safety, product stewardship, security, community outreach and transportation safety and aims at achieving and sustaining high standards of performance.
Gajraula, Nira, Bharuch and Savli Manufacturing facilities are certified under Integrated Management System program for ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health and Safety Management system). The corporate office in Noida and Branch offices Mumbai and Hyderabad are certified for Quality Management System ISO 9001:2015. The corporate office in Noida is certified for Information Security Management System ISO/IEC 27001:2013.
2. Gajraula manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015, Energy Management System (ISO 50001:2018), Food Safety System Certification Standard (FSSC 22000 Version 5) certification scheme for Food Safety Management System (ISO 22000:2018) for FSSAI products and Good Manufacturing Practice (GMP). Quality Control Laboratory has been accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL) for chemical testing in accordance with the ISO/IEC 17025:2017. This manufacturing facility has Kosher and Halal certification for several products
3. Bharuch manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015 and Energy Management System (ISO 50001:2018). Niacinamide manufacturing facility has been certified for WHO GMP, Food Safety System Certification Standard (FSSC 22000 Version 5) certification scheme for Food Safety Management System (ISO 22000:2018) for manufacturing and sale of Niacinamide for food application. Your Company has also got GMP certification by SGS, GMP in compliance with FAMI-QS Code (version 6) for production of relevant food/feed ingredients and other ingredient. Quality control laboratory has been accredited by National Accreditation Board for testing and calibration laboratories (NABL) for chemical testing in accordance with the ISO/IEC 17025:2017. The facility is certified for Kosher, Halal-India, Halal Indonesia and FSSAI from Food Safety and Standards Authority of India.
4. Nira manufacturing facility has been certified for American Chemistry Council Technical Specification standard RC 14001:2015. This facility has been certified for Food Safety System Certification Standard (FSSC 22000 Version 5) Certification Scheme for Food Safety Management System (ISO 22000:2018) for relevant food application. This facility is certified to Kosher, Halal-India and FSSAI from Food Safety and Standards Authority of India.
5. Savli manufacturing facility has been certified for Feed Safety Management System including GMP in compliance with FAMI-QS Code (version 6) for production of specialty feed ingredients.
6. Ambernath manufacturing facility is ISO 9001:2015 certified for Quality Management System.
During FY 2022, the Company continued to deliver on its business goals, including growing its revenue and proving cost discipline year-on-year. This was possible because of the commitment, skills and capabilities showcased by its people. In FY 2021, the pandemic not only became a catalyst towards re-thinking where one works physically, but also prompted a change in how one works. The Company has been committed to creating a positive and productive environment for its people enabling them to perform their best and at the same time remain healthy, happy and resilient. The Companys people and places strategy has been designed along four drivers that guide its work practices:
1. Optimised workforce: In the talent acquisition space, the Company has fully digitised its process right from sourcing to screening to evaluation to offer. A strong SLA based process has been adhered to ensure the right talent acquisition.
The Company has been focusing on attracting the best talent from Indias leading campuses so as to have a steady flow of fresh talent, thereby creating a strong pool of future leaders. With this intent the year saw 58 campus hirings that included 37 graduate & management trainees and 21 summer interns. Leveraging internal talent has been another area of focus with the objective of creating opportunity for multiskilling and to provide Jubilant Ingrevias people with opportunities to not only sharpen existing skills but add new ones for their overall professional development. This has led to identification of talent movements that will materialise in future, over the next 24-36 months.
2. Building people capabilities: Focusing on learning through structured, blended interventions, the Company established targeted development programs to fuel the growth ambitions of its people by honing and nurturing their potential. Similar to last year this year too, the Company continued its journey towards building people and thereby organisations capabilities. The year saw a focussed intervention to identify role specific development needs for a structured development approach based on 70:20:10 Model. Around 51 employees underwent leadership development journey that included programs like ‘Finance for Non-Finance Development Journey, ‘Mentoring Program for high potential employees and Development Centre to arrive at robust individual led development plans.
3. Fostering an inclusive workplace: To reinforce a culture of inclusion and openness to diverse opinions along with Sustainable growth, the Company introduced ‘Responsible
& Inclusive Growth Strategy, based on three pillars i.e Sustainability, Multi Skilling and Diversity. This strategy has been inducted across the Company along with its business growth strategy.
4. Enhanced employee experience: Trust & transparency are one of the major building blocks for creating enhanced employee experience. Additionally, the culture of meritocracy as part of the performance management system, is seen as one of the critical elements for giving the employees a sense of confidence. The continued developmental feedback conversations enable a dialogue on strengths as well as focus areas to build careers based on aspirations and opportunities.
As part of enhanced experience, the year also saw reward & recognition transitioning to a digital platform with the intent of providing a richer experience of availing monetary benefits on digital marketplace along with options of non-monetary experiences like leader meet and greet over lunch, role shadowing and mentoring.
For better experience building, standardisation and harmonisation of the processes have also been the key interventions this year with an objective of bringing uniformity and simpli_cation of the processes across businesses. At sites, 100% operations were ensured by the dedicated team of people who worked round the clock following all safety precautions. During the year, the Company enjoyed cordial relations with its employees and there have been no instances of labour unrest or disputes at any of the manufacturing sites. ‘Zero production loss has been ensured by maintaining peaceful IR and plant eco- system.
Your Company has an established vigil mechanism for Directors and employees to report their genuine concerns, as approved by the Board on the recommendation of the Audit Committee. The Whistle Blower Policy of the Company is formulated and uploaded on the Companys 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
Corporate Social Responsibility (CSR) is an integral part of the sustainability framework of Jubilant Ingrevia. During FY 2022, the Company, through Jubilant Bhartia Foundation (‘JBF) undertook CSR initiatives under Health care, Education and Livelihood. JBF, established in the year 2007, a not-for-profit arm of the Jubilant Bhartia Group is responsible for conceptualisation and implementation of the CSR activities of all Jubilant Bhartia Group companies.
The CSR programs of Jubilant Ingrevia are strategised in line with the United Nations Sustainable Development Goals (SDGs), also known as ‘Global Goals. With a thrust on CSR, the Company is continuously working towards its Economic, Environmental and Social performance. The Companys CSR projects are designed in a way to empower the communities around the area of operations of the Company and add value in their lives. The interventions work on a 4P model (Public-Private-People-Partnership). JBFs detailed activities are available on its website www.jubilantbhartiafoundation.com. The Companys CSR programs are weaved in with a vision to bring progressive social change through strategic multi-stakeholders partnership and bring about a social change involving, knowledge generation & sharing, experiential learning and entrepreneurial ecosystem through JBF. During FY 2022, the Company continued working in the arena of Health, Education & Livelihood to improve the quality of the life of the community around the manufacturing locations. The brief details of its initiatives are stated below:
Providing affordable basic & preventive health care: The Company aims to reach an approximate population of 1.78 lacs in 243 villages through its various health based CSR initiatives like Jubilant Aarogya (extending affordable healthcare services through mobile, static clinic through JUBICARE- a tele-clinic platform and need based health awareness camps) and sending audio messages & counselling to expecting mothers (Swasthya Prahari project).
Swasthya Prahari - This project aims to combat malnutrition among children of age group of 0-5 years. This program covers 32 villages around the Companys manufacturing facility in Gajraula (Uttar Pradesh). These CSR initiatives contribute towards the fulfilment of SDG with respect to Zero Hunger.
The project aims at improving the nutrition status of children under the age of 5 years in target villages. The growth monitoring of target children is done through mobile based biometric enabled IT platform by the select women health guard (Swasthya Praharis). This is followed by grading of the target children as per their weight. The malnourished children are counselled on how to improve their diet and nutrition. The children in Severe Acute Malnutrition (SAM) category are recommended to Nutrition Rehabilitation Center (NRC), a Government health facility where SAM children are admitted and cured. Another initiative under this program is sending the pre-recorded voice messages to the expecting/pregnant mothers, providing information on their well-being and nutritional requirements. Jubilant Aarogya - The goal of this health program is to provide basic healthcare services to the community. It is operational around the manufacturing units of the Company at Gajraula (Uttar Pradesh), Nira (Maharashtra), Savli & Bharuch (Gujarat).
The key objective of this health program is to extend basic healthcare services and awareness to the vulnerable communities. The preventive and curative health services are provided through JBF Medical Centre and mobile dispensary, JubiCare- Tele clinic and Swasthya Prahari initiatives.
JubiCare and the telemedicine app help in extending immediate healthcare support and also delivery of healthcare services to the community in the aftermath of the situation emerged owing to the COVID-19 pandemic.
Supporting rural government primary education: This educational initiative has catered over 24,000 beneficiaries (students & teachers), covering 180 villages through e-Muskaan (School Digitisation), Khushiyon Ki Pathshala (Value education) & Muskaan Fellowship (Youth Leadership program). e-Muskaan- The e-muskaan project was launched to promote digital education amongst the children in the community. It facilitates cognitive growth of a child. The project creates a hybrid model of learning by installing smart TVs across all the target government schools. These TVs are equipped with i-dream syllabus content to facilitate the digi-learning through audiovisuals means. The TV cabinet also acts as a writing board for the staff.
Khushiyon Ki Pathshala: A child centric program with teachers acting as facilitators. The project entails training of teachers on making the school more inclusive and thereby, creating a child friendly society. At the same time, it also helps in moulding the teachers personality.
Muskaan Fellowship: Jubilant Youth Development program is a unique youth leadership training program that focuses on sensitising and enhancing the capacity of youth on community issues and value-based decision making.
Working towards providing sustainable livelihood to the community: Sustainable livelihood opportunities are provided to the community through various initiatives like Nayee Disha (Skill Development), Samridhhi (Self Help Group & micro enterprise promotion), JUBI-farm (sustainable agriculture program having sub programs like Pashu Sakhi & Paryavaran Sakhi) initiatives, reaching out to a population of more than 21,000.
Nayee Disha – Nayee Disha is a skill development program, carried out in the vocational training centre based at Gajraula, Bharuch & Nira.
Samriddhi – The project aims to empower women by promoting entrepreneurial ventures. It thereby, promotes a sustainable income generation source by promoting a locally nurtured business. The project ‘Neem Pulverisation, under Samriddhi, is operational in Gujarat.
JubiFarm: The aim of this initiative is to provide a source of livelihood by promoting agri-business in the remote areas. Under this umbrella, the project Pashu Sakhi was launched to increase income by promoting livestock farming among poor & marginal livestock farmers and also by providing a proper market linkage to the poultry farmers. Prayavaran Sakhi initiative under JubiFarm promotes rural women entrepreneurship through formation of Self Help Group on self - sustainable model. The project entails plantation of neem saplings on a waste land, by Self Help Group women. The Company has constituted the Sustainability & CSR Committee to review and oversee the Sustainability and CSR initiatives of the Company.
As on date, the Committee comprises Ms. Sudha Pillai, Chairperson, Mr. Hari S Bhartia, Mr. Arun Seth, Mr. Sushil Kumar Roongta, Mr. Pradeep Banerjee, Ms. Ameeta Chatterjee, Mr. Priyavrat Bhartia, Mr. Arjun Shanker Bhartia and Mr. Rajesh Kumar Srivastava. A detailed note on Sustainability & CSR Committee is given under
‘Corporate Governance Report.
Annual Report on CSR for FY 2022 including contents of the CSR Policy is attached as Annexure-4.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received.
The disclosure of complaints in relation to the Sexual Harassment of Women at Workplace is given under ‘Corporate Governance Report.
1. Annual Return: Pursuant to the provisions of Section 134(3)(a) of the Act, the annual return for FY 2022 has been uploaded on the Companys website and can be accessed at https://www.jubilantingrevia.com/pdf/jubilantingrevia-annual-return%E2%80%93fy2021-22.pdf.
2. Public Deposits: The Company has not accepted any deposits from the public during the year. The Company has no outstanding, overdue, unpaid or unclaimed deposits at the beginning and end of FY 2022.
3. Loans, Guarantees and Investments: Details of loans, guarantees/ securities and investments along with the purpose for which the loans, guarantees or securities are proposed to be utilised by the recipient have been disclosed in note no. 5 and 6 to the standalone financial statements.
4. Particulars of contracts or arrangements with the Related Parties: The Company has formulated a policy on Related Party Transactions (‘RPTs), which was amended on February 1, 2022, for dealing with the review and approval of RPTs. Prior omnibus approval is obtained for RPTs which are of repetitive nature. All RPTs are placed before the Audit Committee for review and approval in terms of the Act and Listing Regulations, as amended.
All RPTs entered into during FY 2022 were in the ordinary course of business and on arms length basis. No material RPTs were entered into during FY 2022 by the Company as defined in the Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in form AOC-2 is not applicable. Your Directors draw attention of the members to note no. 38 to the standalone financial statements which sets out the Related Party disclosures.
5. Material Changes in Financial Position: No material change or commitment has occurred after the close of the FY 2022 till the date of this Report, which affects the financial position of the Company.
6. Orders passed by Courts/ Regulators: No significant or material order has been passed by the regulators or courts or tribunals impacting the going concern status of the Company or its future operations.
7. Secretarial Standards: The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
As a responsible corporate citizen, the Company is committed to maintain the highest standards of Corporate Governance and believes in adhering the best corporate practices prevalent globally. A detailed Report on Corporate Governance is attached as Annexure-5 and forms part of this Report. A certificate from a Practising Company Secretary confirming compliance with the conditions of Corporate Governance, as stipulated in Clause E of Schedule V to the Listing Regulations is attached to the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company as provided under the Listing Regulations has been given separately and forms part of this Report.
Your Directors acknowledge their gratitude for the co-operation and assistance received from the Central and State Government authorities. Your Directors thank the shareholders, debenture-holders, financial institutions, banks/ other lenders, debenture trustees, customers, vendors and other business associates for the confidence reposed by them in the Company and its management and look forward to their continued support. The Board also places on record its appreciation for the dedication and commitment of the Companys 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|
|(DIN: 00010484)||(DIN: 00010499)|
|Date: May 17, 2022|