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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Jagsonpal Pharmaceuticals Ltd.

Mar 31, 2025

Your Directors are pleased to present the 46^th Annual Report of the Company, together with the audited financial statements
for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31, 2025, have been prepared in accordance with the
applicable Indian Accounting Standards ("Ind AS") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlights are depicted below:

Particulars	2024-25	2023-24
Revenue from operations	2687.16	2087.02
Other Income	81.90	92.79
Operating Expenditure	2176.45	1856.35
Profit for the year before interest, depreciation and Amortization and tax	592.61	323.46
Less: Finance costs	9.58	8.14
Less: Depreciation	81.31	16.63
Profit/(Loss) before tax (before exceptional items and tax)	501.72	298.69
Exceptional items	(196.87)	-
Provision for taxation	135.72	75.60
Provision for Deferred tax charge/(credit)	9.26	(1.54)
Profit/(Loss) after tax	553.61	224.63
Balance brought forward	989.13	902.90
Movement in Other Comprehensive Income & ESOP Cost	(64.90)	(6.11)
Profit available for appropriation	1477.84	1121.42
Appropriations:
Proposed Dividend	165.99	132.29
Balance carried forward	1311.85	989.13

2. BUSINESS PERFORMANCE OVERVIEW

Financial year 2024-25 saw a seamless integration
with the acquired Yash Pharma business resulting in
significant improvement in profitability with overall
margins doubling post integration. The year was
characterized by the implementation of significant
changes aimed at strengthening our operational and
strategic foundation, thereby laying the groundwork for
a more resilient and future-ready organization.

During FY 2024-25, the Company''s revenue stood at
f 2,687 Million as against f 2,087 million. The Company
posted an EBITDA of f 579 million in FY 2024-25 as
against f 364 million in FY 2023-24, with EBITDA margin
at 21.5%.

Few operational highlights:

1. During the year under review, the company
successfully completed seamless integration of
Yash Pharma business w.e.f June 01, 2024. This
strategic acquisition has already begun to yield

tangible results, leading to a notable improvement
in overall profitability, with margins having
doubled post-integration.

2. The Company continued to strengthen its
portfolio. Notable launches were made during
the year including Lycored Plus, Parvocox, Fe-
Protein, Divatrone-SR, MemUp, Finease Tab, KTC
Rich Soap.

3. The Company concluded the sale of Faridabad land
facility for a total consideration of '' 410 million.

4. Indocap has surpassed ''500 Million in sales
becoming the first brand under Jagsonpal
Pharmaceuticals Limited to achieve this significant
milestone, as per IQVIA data.

The detailed operational performance of your
Company has been comprehensively discussed in
the Management Discussion and Analysis Report,
which forms part of this Annual Report.

3. DIVIDEND

During the year under review, the Directors have
recommended a final dividend of f 2.50/- (Rupees
Two and Fifty Paise only) (125%) per equity share
of f 2/- (Rupee Two only) each for the year ended
March 31, 2025, subject to the approval of the
shareholders at the ensuing 46^th Annual General
Meeting of the Company.

The dividend payout is in accordance with the Company''s
Dividend Distribution Policy. In terms of Regulation 43A
of the SEBI Listing Regulations, the policy is available on
website of the Company at www.jagsonpal.com

4. TRANSFER TO RESERVE

The Directors do not propose any transfer to reserves.

5. SHARE CAPITAL

As on March 31, 2025, the Authorised Share Capital
of the Company is f 25,00,00,000/- divided into
7,50,00,000 equity shares of f 2/- each with voting
rights and 5,00,00,000 equity shares of f 2/- each with
differential voting rights.

Sub-Division/ Split of Equity Shares

During the period under review, the Board of Directors
of your Company approved, the sub-division/ split of
equity shares of your Company, such that 1 (one) equity
share having face value of f5.00 (Rupees Five only)
each, fully paid-up, was sub-divided into such number
of equity shares having face value of f2.00 (Rupees Two
only).

Further, the members vide resolution passed by way of
postal ballot on 11^th December 2024, approved the said
sub-division/ split of equity shares and consequential
alteration in the existing Capital Clause of the
Memorandum of Association (MOA) of your Company.

After the requisite approvals of the Stock Exchanges

i.e. BSE and NSE and the depositories i.e. NSDL and
CDSL, new ISIN (INE048B01035) was allotted to your
Company. The effect of change in face value of the share
was reflected on the share price at the Stock Exchanges
where your Company is listed (BSE and NSE) effective
from 8^th January 2025 i.e. record date for the purpose
of sub-division/ split of equity shares of your Company.

As a result of the sub-division/ split of equity shares
of your Company, it has become more affordable and
encouraged participation of investors at large.

During the year under review, Company has issued
and allotted 3,43,995 equity shares to its employees
as ESOP in accordance with the provisions of Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021.

The issued, subscribed and paid-up equity capital of
the Company as on March 31, 2025, was f 13,27,97,260/-
divided into 6,63,98,630 equity shares of f 2/- each.

6. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Mr. Manish Gupta, Managing Director of the
Company, retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself
for reappointment.

All Independent Directors of the Company have given
declaration that they meet the criteria of independence
as laid down under Section 149(6) of the Companies Act,
2013 and Regulation 25 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Changes in Key Managerial Personnel:

During the year under review, Mr. Ashish Lakhotia,
Chief Financial Officer (CFO) and Mr. Abhishek Joshi,
Company Secretary (CS) resigned from the service on
January 22, 2025 and March 7, 2025 respectively.

The Board of Directors on the recommendation of the
Audit Committee and Nomination & Remuneration
Committee appointed Mr. Sachin Jain as the Chief
Financial Officer (CFO) w.e.f February 05, 2025.

The Board of Directors on the recommendation of the
Nomination & Remuneration Committee appointed
Mr. Pratham Rawal as the Company Secretary (CS) w.e.f
March 13, 2025. Mr. Pratham has more than 5 years of
experience in various Corporates. He is a Member of the
Institute of Company Secretaries of India.

Further, Mr. Sachin Jain has ceased to be the Chief
Financial Officer of the company, pursuant to cessation
of employment during the probation period on July
08, 2025.

7. AUDITORS AND AUDITOR''S REPORT

STATUTORY AUDITORS:

At the 43^rd AGM held on 14 September 2022, members
had appointed M/s. Walker Chandiok & Co. LLP,
Chartered Accountants (ICAI Registration No. 001076N/
N500013), as Statutory Auditors for a period of five
years until the conclusion of the 48^th AGM in 2027.

Their Audit Report for FY 2025 is unmodified and does
not contain any qualifications, reservations, or adverse
remarks. Statutory Auditor has confirmed their eligibility
and peer review status under ICAI norms.

During the year under review, the Auditors have not
reported any fraud or such matters as provided under
Section 143(12) of the Companies Act.

SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Act and
rules made there under, the Board has appointed M/s
Ayush Khandelwal & Associates, Practicing Company
Secretaries (Certificate of Practice No: 19171) as the
Secretarial Auditors to conduct Secretarial Audit of the
Company for the year ended March 31, 2025.

The Secretarial Audit Report issued in Form No. MR-3
is attached as an "Annexure 3" to this Board''s Report.

The secretarial Audit Report of the company contains a
remark on IEPF which is self-explanatory.

Further, pursuant to the amended Regulation 24A
of the SEBI Listing Regulations, and subject to your
approval being sought at the ensuing AGM, M/s.
Ayush Khandelwal & Associates, Practicing Company
Secretaries (C.P. No. 19171; Peer review certificate no.
4647/2023) has been appointed as a Secretarial Auditor
to undertake the Secretarial Audit of your Company for
the first term of 5 (five) consecutive years from FY 2025Â¬
26 to FY 2029-30. M/s. Ayush Khandelwal & Associates,
Practicing Company Secretaries, have confirmed that
they are not disqualified to be appointed as a Secretarial
Auditor and are eligible to hold office as Secretarial
Auditor of your Company.

COST AUDITORS:

In terms of the provisions of Section 148(1) of the Act,
read with the Companies (Cost Records and Audit) Rules,
2014, the Board of Directors, on the recommendation
of the Audit Committee, appointed M/s Kirit Mehta &
Co. as Cost Auditor of the Company for the financial
year 2024-25. The remuneration of the cost auditor
was approved by the members in the 45^th Annual
General Meeting.

The Board has re-appointed M/s. Kirit Mehta & Co. Cost
Accountants as the Cost Auditors of your Company for
conducting the audit of cost records for FY 2025-26.
A resolution seeking approval of the Shareholders
for ratifying the remuneration payable to the Cost
Auditors for FY 2025-26 is provided in the Notice of
the ensuing AGM.

The Company has maintained the Cost Records as
specified by the Central Government under Section
148(1) of the Act. The Cost Audit Report for the year
does not contain any qualification, reservation or
adverse remark.

As required under the Act, the remuneration payable
to the cost auditor is required to be placed before the
members in a general meeting for their ratification.
Accordingly, a resolution seeking members'' ratification
for the remuneration payable to Cost Auditors,
forms part of the Notice convening the Annual
General Meeting.

INTERNAL AUDITORS:

M/s. S S Kothari Mehta & Company, LLP, are the Internal
Auditors of the Company.

During the year under review, Internal Auditors were
satisfied with the management response on the
observations and recommendations made by them
during the course of their audit. Key audit findings
and corrective actions were reviewed by the Audit
Committee. No material lapses or fraud were reported.

3. INTERNAL FINANCIAL CONTROLS

Jagsonpal maintains an adequate internal control system
that commensurate with the scale, complexity, and
nature of its operations. These controls are structured
to provide reasonable assurance with respect to:

1. Operational efficiency and effectiveness;

2. Prevention and timely detection of fraud and errors;

3. Safeguarding of assets;

4. Adherence to applicable statutory and
regulatory requirements;

5. Accuracy and reliability of accounting records; and

6. Timely and accurate financial reporting.

Periodic reviews and internal audits are conducted to
continuously strengthen these mechanisms and drive
business excellence.

9. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO AND EXPENDITURE
AND RESEARCH & DEVELOPMENT

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under Section 134(3)
(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is attached as an Annexure 1''
forming part of this report.

10. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Your Company has 1410 employees as on
March 31, 2025.

The information required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, is attached as an ''Annexure 2'' forming part
of this report except the report as per Rule 5(2) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. In terms of Section
136 of the Act, the said report is open for inspection at
the Corporate Office of the Company during working
hours and any Member interested in obtaining a copy
of the same may write to the Company Secretary at cs@
jagsonpal.com.

11. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the
Companies Act, 2013, the Company has placed a copy
of Annual Return on its website at www.jagsonpal.com.

12. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee
comprises of Ms. Radhika Madhukar Dudhat,
Independent Director as the Chairperson, Ms. Pallavi
Dinodia Gupta, Independent Director and Mr. Manish
Gupta, Managing Director as the Members. Your
Company has formulated a policy on CSR and the same
can be accessed at www.jagsonpal.com.

The detailed Annual Report on CSR activities as required
under Companies (Corporate Social Responsibility
Policy) Rules, 2014 is attached as an ''Annexure 4''
forming part of this report.

13. BOARD EVALUATION

The Board adopted a formal mechanism for evaluating
its performance as well as that of its Committees and
individual Directors, including the Chairperson of the
Board for the FY 2024-25. A detailed questionnaire
was prepared in accordance with the criteria outlined
in the SEBI''s ''Guidance Note on Board Evaluation'' and
was approved by the Nomination and Remuneration
Committee ("NRC"). The results of the evaluation
showed high level of commitment and engagement
of the Board, its various Committees and individual
Directors. The recommendations arising from the
evaluation process were discussed at the Independent
Directors'' meeting held on February 26, 2025 and also
at the NRC meeting and Board meeting held on May 6,
2025. The suggestions were considered by the Board to
optimize the effectiveness and functioning of the Board
and its Committees.

The Nomination and Remuneration Policy can be
accessed at https://www.jagsonpal.com/policies/

14. MEETINGS OF THE BOARD

During the year under review, 8 (Eight) Board Meetings
were held on May 16, 2024, May 20, 2024, August 07,
2024, October 23, 2024, January 20, 2025, January
22, 2025, February 05, 2025 and March 13, 2025. The
particulars of the meetings held and attended by each
Director are detailed in the Corporate Governance
Report forming part of this Annual Report.

15. MEETINGS OF INDEPENDENT DIRECTORS

The Independent Directors met on February 26, 2025
without the attendance of Non-Independent Directors
and members of the management. The Independent
Directors reviewed the performance of the NonÂ¬
Independent Directors, the Committees, and the
Board as a whole, along with the performance of the
Chairperson of your Company, taking into account
the views of the Whole-time Directors and assessed
the quality, quantity and timeliness of the flow of
information between the management and the Board,
which is necessary for the Board to effectively and
reasonably perform their duties.

16. STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS UNDER THE ACT

Pursuant to Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
all the Independent Directors of the company have
submitted their disclosure to the board that they have
complied with all the requirements as stipulated in the
abovementioned provisions.

All the Independent Directors have confirmed that they
have registered with the data bank of Independent
Directors maintained by Indian Institute of Corporate
Affairs in accordance with the provisions of Section 150
of the Act.

In the opinion of the Board, Independent Directors of
the Company possess necessary expertise, integrity and
experience in their respective fields.

17. COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees along with their
composition, number and dates of the Meetings
and attendance at the Meetings are provided in
the Corporate Governance Report forming part of
this Report.

18. POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

The Company has adopted a Nomination and
Remuneration Policy on Directors'' Appointment
and Remuneration including criteria for determining
qualifications, positive attributes, independence of a
director and other matters as provided under Section
178(3) of the Companies Act, 2013 and the same can be
accessed at www.jagsonpal.com.

19. WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to provisions of the Section 177(9) of the
Act and Regulation 22 of SEBI Listing Regulations, the
Company has established a vigil mechanism/ Whistle
Blower Policy and oversees through the committee,
the genuine concerns expressed by the Employees,
Directors and other Stakeholders.

The company''s robust Vigil Mechanism policy
encourages employees and other stakeholders to
report genuine concerns without fear of victimization.
This includes reporting any instances of fraud, nonÂ¬
compliance with laws, rules, and regulations. Our
company strongly promotes a zero-tolerance approach
to fraud and misconduct.

The Company has also provided 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 coÂ¬
employees and the Company. The Whistle Blower policy
as approved by the Board has been uploaded on the
website of the Company and the same can be accessed
at www.jagsonpal.com.

20. POLICY ON PREVENTION, PROHIBITION AND
REDRESSAL OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

In compliance with the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act,
2013, and the rules framed thereunder, your Company
has implemented a comprehensive Anti-Sexual
Harassment Policy and established Internal Complaints
Committees (ICC) at all relevant locations across India.
These Committees are empowered to address and
resolve complaints of sexual harassment. Each ICC

comprises an external member with relevant expertise
and is chaired by a senior female employee.

Your Company maintains a zero-tolerance policy
towards sexual harassment in the workplace. To reinforce
this commitment, the ICCs actively conduct awareness
programmes on sexual harassment prevention.
Additionally, all employees must complete mandatory
POSH (Prevention of Sexual Harassment) training and
certification to enhance sensitivity and awareness.

Further, the details of complaints/cases under the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 as on 31^st March,
2025 are as follows:

a) Number of Complaints of sexual harassment
received in the year: NIL;

b) Number of Complaints disposed off during the
year: NA and;

c) Number of cases pending for more than ninety
days: NA

21. SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE

As on March 31, 2025, the Company does not have any
subsidiary/joint venture/associate companies within the
meaning of Act.

22. PARTICULARS OF LOAN, GUARANTEE OR
INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013
and Schedule V of the Listing Regulations, disclosure
on particulars relating to Loans, Advances, Guarantees
and Investments are provided as a part of the
financial statements.

23. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All the transactions entered with related parties for the
year under review were in the ordinary course of the
business and on arm''s length basis.

There were no material contracts/arrangements/
transactions entered with related parties as required
to be reported in Form No. AOC-2 in terms of Section
134(3)(h) read with Section 188 of the Act and Rule 8(2)
of Companies (Accounts) Rules, 2014.

Further, there were no materially significant related
party transactions which could have potential conflicts
with the interests of the Company at large.

The Company has a Policy on Materiality of
Related Party Transactions and on dealing with
Related Party Transactions in line with the Listing
Regulations and the same can be accessed at
www.jagsonpal.com.

24. CORPORATE GOVERNANCE

Your Company is committed to upholding high
standards of corporate governance. As required
under the SEBI Listing Regulations, the Corporate
Governance Report is included in this Annual Report,
along with the requisite compliance certificate from a
Practicing Company Secretary. Pursuant to SEBI Listing
Regulations, your Company has established a Code of
Conduct applicable to its Board Members and Senior
Management Personnel. All concerned individuals
have acknowledged compliance with the Code, which
is hosted on the Company''s website and the same can
be accessed at www.jagsonpal.com.

25. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for
the year under review, as stipulated under the SEBI
Listing Regulations, is presented in a separate section
forming part of this Annual Report.

26. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

In compliance with the SEBI Listing Regulations, the
Business Responsibility and Sustainability Report (BRSR)
for FY25, outlining your Company''s environmental,
social, and governance (ESG) initiatives, is included in
this Annual Report.

27. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) and
134(5) of the Act, your Directors, to the best of their
knowledge and belief and according to the information
and explanations obtained by them, state and
confirm that:

a In the preparation of the Annual Accounts for
the year ended March 31, 2025, the applicable
accounting standards read with requirements
set out under Schedule III to the Act, have been
followed and there are no material departures
from the same;

b the accounting policies selected and applied are
consistent and the judgements and estimates
made are reasonable as to give a true and fair view
of the state of affairs of the Company as at March
31, 2025 and of the profit of the Company for the
year ended on that date;

c proper and sufficient care for the maintenance of
adequate accounting records in accordance with
the provisions of the Act for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

d the annual financial statements for the year
ended March 31, 2025 are prepared on a going
concern basis;

e the internal financial controls to be followed by the
Company and that such systems are adequate and
are operating effectively; and

f the Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.

28. RISK MANAGEMENT

Your Company operates under a structured Risk
Management Framework designed to identify, assess,
and mitigate risks effectively. The Board has formed
a Risk Management Committee (RMC) to frame,
implement and monitor the risk management plan for
the Company. The RMC is responsible for reviewing the
risk management plan and ensuring its effectiveness.
The Audit Committee has additional oversight in the
area of financial risks and controls. The major risks
identified across the businesses are systematically
addressed through mitigation measures on a continual
basis. Further details on the Risk Management activities,
including the implementation of risk management
policy, key risks identified and their mitigations are
covered in Management Discussion and Analysis
section, which forms part of this Annual Report.

29. EMPLOYEE STOCK OPTION SCHEME

The Company has in place ''Jagsonpal Pharmaceuticals
Limited ESOP Plan 2022''.

The details as required to be disclosed under Section
62 of the Act read with Rule 12 of Companies (Share
Capital and Debentures) Rules, 2014 and Regulation 14
of Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(SEBI SBEBS Regulations) is attached as an ''Annexure 5''
forming part of this report.

The statutory disclosures as mandated under the
Act and SBEB&SE Regulation and a certificate from
Secretarial Auditors, confirming implementation of the
Scheme in accordance with SEBI (SBEB) & SE Regulations
and Members resolutions have been hosted on the
website of the Company at www.jagsonpal.com and the
same will be available for electronic inspection by the
Members during the Annual General Meeting (AGM)
of the Company.

30. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

shareholders for seven consecutive years or more shall
also be transferred to the demat account created by the
IEPF Authority. Further the corresponding shares will
be transferred as per the requirement of the IEPF rules.

The Company advises the Shareholders by way of
reminders to encash their dividend or the shares
deposited with the IEPF Authority. Shareholders can
drop the mail at cs@jagsonpal.com for knowing the
process to encash their dividend or shares deposited
with the IEPF Authority.

31. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change
in the nature of business of the Company.

32. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments
affecting the financial position of your Company
between the end of the financial year 2024-25 and the
date of this report.

33. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

There are no significant and material orders passed
by the Regulators, Courts or Tribunals during the year
under review which would impact the going concern
status of your Company and its future operations.

There is no proceeding pending under the Insolvency
and Bankruptcy Code, 2016 and there was no
instance of onetime settlement with any Bank or
Financial Institution.

34. CHANGE OF REGISTERED OFFICE

Subsequent to closure of financial year and pursuant
to approval of board of directors on 2 June, 2025, the
company has shifted its registered office within the
local limits of the city in which the registered office of
the Company is situated, i.e. from T 210 J Shahpur Jat
New Delhi - 110049 to Innov8 3^rd Floor, Plot No. 211,
Okhla Phase-3, New Delhi-110 020. The change has
been duly intimated to Registrar of Companies and
other Statutory Authorities.

34. OTHER DISCLOSURES

During the year under review:

â¢ No frauds were reported by the Auditors as
specified under Section 143 of the Companies
Act, 2013.

â¢ The Company has not made any application under
the Insolvency and Bankruptcy Code, 2016 and no
proceedings are pending under the Insolvency and
Bankruptcy Code, 2016 during the year.

â¢ The Company has followed the applicable
Secretarial Standards i.e., SS-1 and SS-2 issued
by the Institute of Company Secretaries of India,
relating to ''Meetings of Board of Directors'' and
''General Meetings'' respectively.

â¢ The Company has not accepted or renewed any
public deposits in terms of Sections 73 and 74 of
the Act read with rules framed thereunder.

â¢ During the year, there was no one-time settlement
done with the Banks or Financial Institutions.

â¢ During the year under review, in accordance with
the Maternity Benefit Act, 1961 and the Maternity
Benefit (Amendment) Act, 2017, the Company
continues to ensure a supportive and inclusive
work environment for all women employees. The
Company affirms compliance with legal provisions
relating to Maternity benefits.

35. ACKNOWLEDGEMENT

Your Directors are highly grateful for all the guidance
support and assistance received from the Governmeni
of India, Governments of various states in India
concerned Government Departments, Statutory
Authorities and Banks.

Your Directors thank all the esteemed shareholders
customers, vendors, audience and business associate
for their faith, trust and confidence reposed in
your Company.

Your Directors also wish to place on record their sincere
appreciation for the dedicated efforts and consisted
contribution made by the employees at all levels, to
ensure that your Company continues to grow and excel

For and on behalf of the Board of Director!

Harsha Raghavar

Date: July 26, 2025 Chairmar

Place: Gurugram (DIN: 01761512]

Mar 31, 2024

The Board of Directors are pleased to present the 45^th Annual Report of the Company, together with the audited financial statements for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The financial statements of the Company are prepared in accordance with the applicable provisions of the Companies Act, 2013 (the ''Act'') including Accounting Standards as specified in Section 133 of the Act, read with the Companies (Accounts) Rules, 2014, and amendments thereof. The financial highlights of the Company for the financial year ended March 31, 2024, are summarised below:

in Millionth

Particulars	2023-24	2022-23
Revenue from operations	2087.02	2367.14
Other Income	92.79	57.34
Operating Expenditure	1856.35	2025.63
Profit for the year before interest, depreciation and Amortization and tax	323.46	398.86
Less: Finance costs	8.14	4.13
Less: Depreciation	16.63	12.05
Profit/(Loss) before tax (before exceptional items and tax)	298.69	382.68
Exceptional items	-	34.59
Provision for taxation	75.60	76.32
Provision for Deferred tax charge/(credit)	(1.54)	4.56
Profit/(Loss) after tax	224.63	267.21
Balance brought forward	902.90	772.58
Movement in Other Comprehensive Income & ESOP Cost	(6.11)	(5.90)
Profit available for appropriation	1121.42	1033.89
Appropriations:
Proposed Dividend	132.29	130.99
Balance carried forward	989.13	902.90

2. BUSINESS PERFORMANCE OVERVIEW

Financial year 2023-24 was marked with various structural initiatives which we believe will have a lasting impact on the business of the Company. The year saw significant changes being implemented with focus on strengthening the foundation for brighter future of the organisation.

During FY 2023-24, the Company''s revenue stood at f 2,087 Million as against f 2,367 million. The Company posted an EBITDA of f 364 Mn in FY 2023-24 as against f 434 Mn in FY 2022-23, with EBITDA margin at 17.4%.

Few operational highlights

1. Acquisition of Yash Pharma''s India & Bhutan business in May 2024. This give Jagsonpal an entry to Dermatology & Paediatric segments which was done through internal accruals reflecting strength of balance sheet.

2. The Company used this year of consolidation to prepare the pipeline of new products across divisions, giving confidence of carrying the business momentum forward.

3. During the year, Company faced challenges such as presence of counterfeit Indocap products, which has largely been flushed out from the marketplace.

4. During the year, the Company identified several products as part of new launches such as Indocap Gel, Lycored Plus, MemUp, Queezy ER.

Management''s Discussion and Analysis Report, which forms part of the Board''s Report details the Company''s operational and financial performance for the year.

3. DIVIDEND

Based on the Company''s performance, the Board of Directors in its meeting held on May 20, 2024 has recommended a final dividend of '' 5/- per equity share (100%) of face value of '' 5/- each for the financial year ended March 31, 2024, subject to the approval of its members in the forthcoming Annual General Meeting (AGM) of Company. Dividend Payout has been determined in accordance with Dividend Distribution Policy formulated in accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') which is available on the Company''s website and can be accessed at www.jagsonpal.com in the section of Investor Relation.

4. TRANSFER TO RESERVE

During the year under review, the Company has not made any transfer to the Reserves.

5. SHARE CAPITAL

As on March 31, 2024, the Authorised Share Capital of the Company is f 25,00,00,000/- divided into 3,00,00,000 equity shares of f 5/- each with voting rights and 2,00,00,000 equity shares of f 5/- each with differential voting rights.

The issued, subscribed and paid-up equity capital of the Company as on March 31, 2024, was f 13,21,88,970/-divided into 2,64,37,794 equity shares of f 5/- each.

During the year under review, Company has issued and allotted 2,39,794 equity shares of f 5/- each to its employees as ESOP in accordance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there were no changes to the composition of the Board of directors. As on March 31, 2024, the Board comprises of 6 (Six) Directors out of which 1 (one) Director is Executive, 2 (Two) Directors are Non-Executive Non-Independent and 3 (Three) Directors are Non-Executive Independent which include 2 (Two) Women Independent Directors. All Directors are competent and experienced personalities in their respective fields. The Chairman of the Board is Mr. Harsha Raghavan, Non-Executive Non-Independent Director of the Company.

In adherence to the provision of section 152 or other applicable provisions stipulated in the Companies Act, 2013, and the Company''s Articles of Association, Mr. Harsha Raghavan (DIN: 01761512), a Non-Executive Director, is liable to retire by rotation at the forthcoming Annual General Meeting (AGM). The Board of Directors has recommended his reappointment.

CHANGE IN KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. S V Subha Rao, Chief Financial Officer (CFO) retired from the service on February 2, 2024. The Board placed on record its appreciation for the exemplary services of Mr. S V Subha Rao during his stint of over 30 years with Jagsonpal.

The Board of Directors on the recommendation of the Audit Committee and Nomination & Remuneration Committee appointed Mr. Ashish Lakhotia as the Chief Financial Officer (CFO) w.e.f February 03, 2024. Mr. Lakhotia has more than 24 Years of experience in various Corporates. He is a Member of the Institute of Chartered Accountants of India, the Institute of Company Secretaries of India and the Institute of Cost Accountants of India.

7. AUDITORS AND AUDITOR''S REPORT STATUTORY AUDITORS:

During the year under review, M/s. Walker Chandiok & Co LLP, Chartered Accountants was appointed as Statutory Auditors of the Company in the 43^rd Annual General Meeting held on September 14, 2022 for a period of 5 years till conclusion of the 48^th Annual General Meeting for the financial year 2026-27.

The Independent Auditors'' Report on Financial Statements for the year ended March 31, 2024 forms part of this Report.

SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Act and rules made there under, the Board has appointed M/s Mukesh Arora & Co., Practicing Company Secretaries (Certificate of Practice No: 4405) as the Secretarial Auditors to conduct Secretarial Audit of the Company for the year ended March 31, 2024.

The Secretarial Audit Report issued in Form No. MR-3 is attached as an "Annexure 3" to this Board''s Report.

The Secretarial Audit Report of the Company does not contain any qualification, reservation, adverse remark.

COST AUDITORS:

In terms of the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, appointed M/s Kirit Mehta & Co. as Cost Auditor of the Company for the financial year 2023-24. The remuneration of the cost auditor was approved by the members in the 44^th Annual General Meeting. The Cost Audit Report for the financial year ended March 31, 2024, would be filed within the due date prescribed by law.

As required under the Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to Cost Auditors, forms part of the Notice convening the Annual General Meeting.

INTERNAL AUDITORS:

M/s. S S Kothari Mehta & Company, Chartered Accountants, are the Internal Auditors of the Company.

During the year under review, Internal Auditors were satisfied with the management response on the observations and recommendations made by them during the course of their audit.

8. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate framework for Internal Financial Controls as required under Section 134 of the Companies Act, 2013. During the year under review, such controls were tested and there were no material weaknesses in their design or operations.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND EXPENDITURE AND RESEARCH & DEVELOPMENT

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as an ''Annexure 1'' forming part of this report.

10. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars of employees as required to be disclosed under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as an ''Annexure 2'' forming part of this report except the report as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In terms of Section 136 of the Act, the said report is open for inspection at the Corporate Office of the Company during working hours and any Member interested in obtaining a copy of the same may write to the Company Secretary at cs@ jagsonpal.com.

11. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the draft Annual Return as on March 31, 2024 on its website at www.jagsonpal.com.

12. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee comprises of Ms. Radhika Madhukar Dudhat, Independent Director as the Chairperson, Ms. Pallavi Dinodia Gupta, Independent Director and Mr. Manish Gupta, Managing Director as the Members. Your Company has formulated a policy on CSR and the same can be accessed at www.jagsonpal.com.

The detailed Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as an ''Annexure 4'' forming part of this report.

13. BOARD EVALUATION

Independent Directors). The Independent Directors carried out annual performance evaluation of the Chairperson of the Board, the Non-independent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties. The Nomination and Remuneration Policy can be accessed at https://www.jagsonpal.com/policies/

14. MEETINGS OF THE BOARD

During the year under review, 4 (Four) Board Meetings were held on May 23, 2023, August 02, 2023, November 03, 2023, and February 02, 2024. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report forming part of this Annual Report.

15. MEETINGS OF INDEPENDENT DIRECTORS:

During the year under review, a meeting of Independent Directors was held on March 06, 2024. This meeting was conducted without the presence of other NonIndependent Directors and members of management. During the meeting, the Independent Directors evaluated the performance of the Non-Independent Directors, the Chairman, and the Board as a whole. They also assessed the quality, quantity, and timeliness of the information flow between the Company''s management and the Board of Directors.

16. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER THE ACT

Pursuant to Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Independent Directors of the company have submitted their disclosure to the board that they have complied with all the requirements as stipulated in the abovementioned provisions.

All the Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Act.

In the opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity and experience in their respective fields.

17. COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees along with their composition, number and dates of the Meetings

and attendance at the Meetings are provided in the Corporate Governance Report forming part of this Report.

18. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has adopted a Nomination and Remuneration Policy on Directors'' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013 and the same can be accessed at www.jagsonpal.com.

19. WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to provisions of the Section 177(9) of the Act and the Listing Regulations, the Company has established a vigil mechanism/ Whistle Blower Policy and overseas through the committee, the genuine concerns expressed by the Employees, Directors and other Stakeholders.

The company''s robust Vigil Mechanism policy encourages employees and other stakeholders to report genuine concerns without fear of victimization. This includes reporting any instances of fraud, noncompliance with laws, rules, and regulations. Our company strongly promotes a zero-tolerance approach to fraud and misconduct.

The Company has also provided 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 coemployees and the Company. The Whistle Blower policy as approved by the Board has been uploaded on the website of the Company and the same can be accessed at www.jagsonpal.com.

20. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is dedicated to fostering a healthy and inclusive workplace environment, and therefore maintains a zero-tolerance policy towards any form of discrimination or harassment. In alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, the Company has implemented a comprehensive Prevention of Sexual Harassment (POSH) Policy. As well as training and awareness program is also conducted by the company for the effective implementation of Prevention of Sexual Harassment (POSH) Policy. To ensure effective oversight and redressal, an Internal Complaints Committee (ICC) has been established, chaired by a female employee. No complaints were received during the financial year 2023-2024.

21. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

As on March 31, 2024 the Company does not have any subsidiary/joint venture/associate companies within the meaning of Act.

22. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions entered with related parties for the year under review were in the ordinary course of the business and on arm''s length basis.

There were no material contracts/arrangements/ transactions entered with related parties as required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of Companies (Accounts) Rules, 2014.

Further, there were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

The Company has a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions in the line with the amended Listing Regulations and the same can be accessed at www. jagsonpal.com.

24. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company has complied with the requirements of Corporate Governance. The report on Corporate Governance along with a certificate issued by M/s. Ayush Khandelwal & Associates, Practicing Company Secretaries confirming compliance of Corporate Governance for the year ended March 31, 2024 is provided separately and forms part of this Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis containing Information inter-alia on industry trends, your Company''s performance, future outlook, opportunities and threats, discussion on financial performance w.r.t., operational performance for the year ended March 31, 2024, is provided separately and forms part of this Report.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company for the Financial Year 2023-24 forms a part of this Report as required under Regulation 34(2) (f) of the Listing Regulations.

27. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) and 134(5) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

a In the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b Such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for the year ended on that date;

c Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d The annual financial statements for the year ended March 31, 2024 are prepared on a going concern basis;

e The internal financial controls to be followed by the Company and that such systems are adequate and are operating effectively; and

f The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

28. RISK MANAGEMENT

In line with SEBI Listing Regulations, the Company has constituted a Risk Management Committee (RMC). Composition of RMC is provided in the Corporate Governance Report, which forms part of this Report.

RMC is entrusted with the responsibility of overseeing strategic, operational and financial risks that the organisation faces, along with the adequacy of mitigation plans to address such risks. Your Company has a risk management framework for identifying and managing risks and the Company has formulated a Risk Management Policy. Additional details are provided in the ''Management Discussion and Analysis'' Report provided in a separate section forming part of this Report.

29. EMPLOYEE STOCK OPTION SCHEME

The Company has in place ''Jagsonpal Pharmaceuticals Limited ESOP 2022''.

The details as required to be disclosed under Section 62 of the Act read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEBS Regulations) is attached as an ''Annexure 5'' forming part of this report.

The Scheme is in compliance with applicable regulations and a certificate from M/s. Mukesh Arora & Co., Practicing Company Secretaries and Secretarial Auditors of the Company confirming that the scheme(s) has been implemented in accordance with the SEBI SBEBS and in accordance with the resolution of the Company in the General Meeting.

30. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting Audit Transfer and Refund) Rules, 2016 (''the Rules'') all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after completion of seven years. Further, according to the rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Further the corresponding shares will be transferred as per the requirement of the IEPF rules.

Along with the compliance of applicable provisions, the Company advises the Shareholders by way of reminders to encash their dividend or the shares deposited with the IEPF Authority. Shareholders can drop the mail at cs@ jagsonpal.com for knowing the process to encash their dividend or shares deposited with the IEPF Authority.

31. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of your Company between the end of the financial year 2023-24 and the date of this report.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators, Courts or Tribunals during the year under review which would impact the going concern status of your Company and its future operations.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and there was no

instance of onetime settlement with any Bank or

Financial Institution.

34. OTHER DISCLOSURES

During the year under review:

â¢ No frauds were reported by the Auditors as specified under Section 143 of the Companies Act, 2013.

â¢ The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the year.

â¢ The Company has followed the applicable Secretarial Standards i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India, relating to ''Meetings of Board of Directors'' and ''General Meetings'' respectively.

â¢ The Company has not accepted or renewed any public deposits in terms of Sections 73 and 74 of the Act read with rules framed thereunder.

â¢ During the year, there was no one-time settlement done with the Banks or Financial Institutions.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation to all the Stakeholders including Shareholders, Customers, Suppliers for their continued support. The Directors also place on record their gratitude to all employees of the organization for their active co-operation and involvement.

For and on behalf of the Board of Directors

Harsha Raghavan

Date: August 07, 2024 Chairman

Place: Gurugram (DIN: 01761512)

Mar 31, 2023

The Board of Directors are pleased to present the 44^th Annual Report, together with the audited financial statements for the financial year ended March 31, 2023.

1. Financial Performance

(H in Millions)
Particulars	^^^Â¦2022-23	2021-22
Revenue from operations	2,367.14	2,175.84
Other Income	57.34	34.27
Operating Expenditure	2,025.62	1,925.59
Profit for the year before interest, depreciation and amortisation and tax	398.85	284.55
Less: Finance costs	4.13	2.85
Less: Depreciation	12.05	15.26
Profit/(Loss) before tax (before exceptional items and tax)	382.67	266.42
Exceptional items	34.59	-
Provision for taxation	76.32	74.03
Provision for Deferred tax	4.55	3.84
Profit/(Loss) after tax	267.21	188.55
Balance brought forward	772.58	678.33
Movement in Other Comprehensive Income & ESOP Cost	(5.90)	10.48
Profit available for appropriation	1,033.89	877.37
Appropriations:
Interim Dividend	-	104.79
Proposed Dividend	130.99	-
Balance carried forward	902.90	772.58

2. Business Performance Overview

Financial year 2022-23 was a milestone year for the Company marked by onboarding of Infinity Holdings as a joint promoter followed by broad-basing of board for strategic direction. The year saw significant changes being undertaken with focus on strengthening the foundation for brighter future of the organisation. The Company performed in-line with the industry during the financial year and delivered a 8.8 % growth.

During FY2023, the Company''s revenue stood at H2,367.1 Million as against H2,175.8 Million. The Company posted an Operational EBITDA of H433.7 Million in FY2023 as against H250.3 Million in FY2022. EBITDA margin during the year stood at 18.3 % up by 680 bps over previous year.

Few highlights for FY2023 are:

1. Dydrogesterone, launched in August - 2021, emerges as the largest brand within 18 months of launch

2. The Company transited to C&F distribution model for cost and efficiencies with minimal disturbance

3. Strengthened IT systems & process for better control

4. Strengthened organisation structure for future growth

Management''s Discussion and Analysis Report, which forms part of the Board''s Report details the Company''s operational and financial performance for the year.

3. Dividend

Based on Company''s performance, the Board of Directors has recommended a dividend of H5/- per equity share (100%) of face value of H5/- each for the financial year ended March 31, 2023. Dividend Payout has been determined in accordance with Dividend Distribution Policy formulated as stipulated under Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') which is available on the Company''s website and can be accessed at www.jagsonpal.com.

4. Transfer to Reserve

During the year under review, the Company has not made any transfer to the Reserves.

5. Share Capital

As on March 31, 2023, the Authorised Share Capital of the Company is H250,000,000/- divided into 3,00,00,000 Equity Shares of H5/- each with voting rights 2,00,00,000 Equity Shares of H5/- each with differential voting rights.

The issued, subscribed and paid-up equity capital of the Company as on March 31, 2023, was H130,990,000/-divided into 2,61,98,000 equity shares of H5/- each.

There were no changes to the Authorised, Subscribed and Issued Capital during the year.

6. Directors and Key Managerial Personnel

As on March 31, 2023, the Board comprises of 6 (Six) Directors out of which 1 (one) Director is Executive, 2 (Two) Directors are Non-Executive Non-Independent and 3 (Three) Directors are Non-Executive Independent which include 2 (Two) Women Independent Directors. All Directors along bring extensive experience in their respective fields. The Chairman of the Board is Mr. Harsha Raghavan, Non-Executive Non-Independent Director of the Company.

Change in Directors / Key Managerial Personnel during the year

Cessation of Directorship

o Mr. Mammen Mathew (DIN: 00425579), Independent Director, Dr. Ashok Kumar Pati (DIN:08661819), Independent Director, Capt. Bharat Sinh (DIN: 00347364), Independent Director, Mrs. Jasbir Kaur Kochhar (DIN: 01460798), Non- Executive Women Director and Dr. Ishpal Singh Ghai (DIN:06551659), Independent Director resigned from the Directorship of the Company w.e.f. June 29, 2022.

o Mr. Rajpal Singh Kochhar (DIN:00059492), Chairman and Managing Director resigned from the Directorship of the Company on July 16, 2022.

Appointment of Directors

o Mr. Harsha Raghavan (DIN:01761512) and

Mr. Prithipal Singh Kochhar (DIN:01052194) were appointed as Additional Directors (Non-Executive Non-Independent) of the Company on June 29, 2022 to hold office up to conclusion of the 43^rd AGM held on September 14, 2022. Their appointments were approved by the shareholders at the AGM held on September 14, 2022.

o Mr. Debasis Bikash Nandy (DIN:06368365),

Ms. Radhika Madhukar Dudhat (DIN:00016712) and Ms. Pallavi Dinodia Gupta (DIN:06566637) were appointed as Additional Directors (Non-Executive Independent Director) of the Company on June 29, 2022 to hold office up to conclusion of the 43^rd AGM held on September 14, 2022. Their appointments were approved by the shareholders at the AGM held on September 14, 2022.

o Mr. Manish Gupta (DIN:06805265) was appointed as the Managing Director of the Company on July 16, 2022 to hold office up to conclusion of the 43^rdAGM held on September 14, 2022. His appointment was approved by the shareholders at the AGM held on September 14, 2022.

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

b) they have registered their names in the Independent Directors'' Databank.

Change in Key Managerial Personnel:

During the year under review,

Mr. Rajpal Singh Kochhar Chairman and Managing Director resigned from the Directorship of the Company on July 16, 2022. Mr. Manish Gupta was appointed as the Managing Director on July 16, 2022.

Ms. Nandita Singh resigned as Company Secretary and Compliance Officer on December 31, 2022. Mr. Abhishek Joshi was appointed as Company Secretary and Compliance Officer on February 13, 2023.

As on March 31, 2023, Mr. Manish Gupta, Managing Director, Mr. S V Subha Rao, Chief Financial Officer and Mr. Abhishek Joshi, Company Secretary are the Key Managerial Personnel of the Company in terms of Section 203 of the Act.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Prithipal Singh Kochhar, Director of the Company, retire by rotation at the ensuing AGM. The Board of Directors has recommended his reappointment.

7. Change in Ownership Structure

During the previous financial year, on February 21, 2022, the promoters of the Company (being Aresko Progressive Private Limited (acting in capacity as a trustee of the Aresko Progressive Trust and as the representative partner of J&P Investments Partnership) (âSellerâ) and Mr. Rajpal Singh Kochhar) had entered into a Share Purchase Agreement (âSPAâ) with Infinity Holdings (âAcquirerâ) together with Persons Acting in Concert with the Acquirer being Infinity Holdings Sidecar I and Infinity Consumer Holdings (referred to as the âAcquirer Groupâ or âPurchasersâ) for the proposed acquisition by the Acquirer Group from the Seller of 11,455,500 (One Crore Fourteen Lakhs Fifty Five Thousand Five Hundred) equity shares (âSale Sharesâ) of the Company, constituting 43.73% of the Voting Share Capital of the Company ("Transactionâ).

The Acquirer group made an Open Offer as required under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, to the public shareholders of the Company which saw no subscription.

On June 27, 2022, on completion of the Open Offer process, the transaction under the SPA was consummated wherein Infinity Holdings, Infinity Holdings Sidecar I and Infinity Consumer Holdings together acquired 43.73% shareholding in the Company and became joint promoters. The Kochhar family continues to own 24.99% in the Company.

8. Auditors and Auditor''s Report

STATUTORY AUDITORS:

During the year under review, at the Annual General Meeting held on September 14, 2022, M/s. Walker Chandiok & Co LLP, Chartered Accountants was appointed as Statutory Auditors of the Company for a period of 5 years till conclusion of the 48^th Annual General Meeting in place of M/s. H.L. Bansal & Co, Chartered Accountants, whose term of five years ended in the Annual General Meeting held on September 14, 2022.

The Independent Auditors'' Report on Financial Statements for the year ended March 31, 2023, which forms part of this Annual Report, does not contain any qualifications, observations or adverse remarks.

Secretarial Auditors:

Pursuant to provisions of Section 204 of the Act and rules made there under, the Board has appointed M/s. Mukesh Arora & Co., Practicing Company Secretary (Certificate of Practice No: 4405) as the Secretarial Auditors to conduct Secretarial Audit of the Company for the year ended March 31, 2023.

The Secretarial Audit Report issued in Form No. MR-3 is attached as ''''Annexure 3" to this Board''s Report.

The Secretarial Audit Report of the Company does not contain any qualification, reservation or adverse remark.

Cost Auditors:

Pursuant to the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, appointed M/s. R. Krishnan as Cost Auditor of the Com pany for the financial year 2022-23. The remuneration of the cost auditor was approved by the members in the 43^rd Annual General Meeting. The Cost Audit Report for the financial year ended March 31, 2023, would be filed within the due date prescribed by law.

As required under the Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to Cost Auditors, forms part of the Notice convening the Annual General Meeting.

Internal Auditors:

M/s. S S Kothari Mehta & Company, Chartered Accountants, are the Internal Auditors of the Company.

During the year under review, Internal Auditors were satisfied with the management response on the observations and recommendations made by them during the course of their audit.

9. Internal Financial Controls

The Company has in place adequate framework for Internal Financial Controls as required under Section 134 of the Act. During the year under review, such controls were tested and there were no material weaknesses in their design or operations.

10. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo and Expenditure and Research & Development

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as ''Annexure 1'' forming part of this report.

11. Particulars of Employees and Related Disclosures

The statement containing particulars of employees as required to be disclosed under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as ''Annexure 2'' forming part of this report except the report as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In terms of Section 136 of the Act, the said report is open for inspection at the Corporate Office of the Company during working hours and any Member interested in obtaining a copy of the same may write to the Company Secretary at cs@jagsonpal.com

12. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, the Company has placed a copy of the draft Annual Return as on March 31, 2023 on its website at www.jagsonpal.com.

13. Corporate Social Responsibility

The Corporate Social Responsibility Committee com prises of Ms. Radhika Madhukar Dudhat, Independent Director as the Chairperson, Ms. Pallavi Dinodia Gupta, Independent Director and Mr. Manish Gupta, Managing Director as the Members. Your Company has formulated a policy on CSR and the same can be accessed https://www.jagsonpal. com/about-3-1

The detailed Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as ''Annexure 4'' to this Board''s Report.

14. Board Evaluation

Pursuant to provisions of Schedule IV of the Act and rules made thereunder and provisions of Listing Regulations, the Company has formulated a policy called ''Nomination and Remuneration Policy'' (the ''Policy'') for performance evaluation of the Board, its Committees, Chairman of the Board, and other individual Directors (including Independent Directors). Based on the criteria mentioned in the Policy, your Company has prepared a questionnaire to carry out the performance evaluation. The Nomination and Remuneration Committee (hereinafter referred to as "NRCâ) and the Board carried out annual performance evaluation of the Board, its Committees, Chairman of the Board, and Individual Directors (including Independent Directors). The Independent Directors carried out annual performance evaluation of the Chairperson of the Board, the Non-independent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties. The Company has adopted a Nomination and Remuneration Policy on Directors'' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Act, and the same can be accessed at https://www.jagsonpal.com/investor-relations

15. Meeting of the Board

During the year under review, 8 (Eight) Board Meetings were held on May 13, 2022, May 30, 2022, June 20, 2022, June 29, 2022, July 16, 2022, August 09, 2022, November 09, 2022 and February 08, 2023. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report forming part of the Annual Report.

16. Meeting of Independent Directors:

During the year under review, a meeting of Independent Directors was held on March 20, 2023 wherein the performance of the Non-Independent Directors, the Chairman and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board of Directors of the Company.

17. Committees of the Board

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees along with their composition, number and dates of the Meetings and

attendance at the Meetings are provided in the Corporate Governance Report forming part of this Annual Report.

19. Whistle Blower Policy/Vigil Mechanism

Pursuant to provisions of the Section 177(9) of the Act and the Listing Regulations, the Company has established a Vigil Mechanism/ Whistle Blower Policy to attend the genuine concerns expressed by the Employees, Directors and other Stakeholders. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co- employees and the Company. The Whistle Blower policy as approved by the Board has been uploaded on the website of the Company and the same can be accessed at www.jagsonpal.com.

20. Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace

The Company as an organisation is committed to provide a healthy environment to all its employees and thus, does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up Internal Complaint Committee which is chaired by a female employee of the Company. No complaints of sexual harassment were received during the financial year 2022-2023.

21. Subsidiaries, Associates and Joint Venture

As on March 31, 2023 the Company does not have any subsidiary/joint venture/associate companies within the meaning of Act.

22. Particulars of Loan, Guarantee or Investments

Pursuant to Section 186 of the Act, and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

23. Particulars of Contracts or Arrangements with Related Parties

All the transactions entered with related parties for the year under review were in the ordinary course of the business and on arm''s length basis.

There were no material contracts/arrangements/ transactions entered with related parties as required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of Companies (Accounts) Rules, 2014.

Further, there were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

31. Change in the Nature of Business, if any

During the year under review, there has been no change in the nature of business of the Company.

32. Material Changes and Commitments Affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of your Company between the end of the financial year 2022-23 and the date of this report.

33. Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the Regulators, Courts or Tribunals during the year under review which would impact the going concern status of your Company and its future operations.

34. Other Disclosures

During the year under review:

o No frauds were reported by the Auditors as specified

under Section 143 of the Companies Act, 2013.

o The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the year.

24. Corporate Governance

As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company has complied with the requirements of Corporate Governance. The report on Corporate Governance along with a certificate issued by M/s. Mukesh Arora & Co., Practicing Company Secretary and Secretarial Auditors of the Company, confirming compliance of Corporate Governance for the year ended March 31, 2023 is provided separately and forms part of the Annual Report.

25. Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis containing Information inter-alia on industry trends, your Company''s performance, future outlook, opportunities and threats for the year ended March 31, 2023, is provided separately and forms part of the Annual Report.

26. Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report of the Company for the financial year 2022-23 forms a part of the Annual Report as required under Regulation 34(2)(f) of the Listing Regulations.

27. Directors Responsibility Statement

Pursuant to the provisions of Section 134 (3)(c) and 134(5) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

a I n the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit and loss of the Company for the year ended on that date;

c proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d the annual financial statements for the year ended March 31, 2023 are prepared on a going concern basis;

e the internal financial controls to be followed by the Company and that such systems are adequate and are operating effectively; and

f the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

28. Risk Management

In line with SEBI Listing Regulations, the Company has constituted a Risk Management Committee (RMC) Composition of RMC is provided in the Corporate Governance Report, which forms part of the Annual Report.

29. Employee Stock Option Scheme

During the year under review, Company rolled out ''Jagsonpal Pharmaceuticals Limited ESOP 2022'' effective from August 9, 2022.

The details as required to be disclosed under Section 62 of the Act read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEBS Regulations) is attached as ''Annexure 5'' forming part of the annual report.

The Scheme is in compliance with applicable regulations and a certificate from M/s. Mukesh Arora & Co., Practicing Company Secretaries and Secretarial Auditor of the Company confirming that the scheme(s) has been implemented in accordance with the SEBI SBEBS and in accordance with the resolution of the Company in the General Meeting.

30. Transfer to Investor Education and Protection Fund

Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting Audit Transfer and Refund) Rules, 2016 (''the Rules'') all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after completion of seven years. Further, according to the rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends. Further the corresponding shares will be transferred as per the requirement of the IEPF rules.

o The Company has followed the applicable Secretarial Standards i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India, relating to ''Meetings of Board of Directors'' and ''General Meetings'' respectively.

o The Company has not accepted or renewed any public deposits in terms of Sections 73 and 74 of the Act read with rules framed thereunder.

o There was no instance of onetime settlement with any Bank or Financial Institution.

Acknowledgement

The Board places on record its deep appreciation to all employees for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, stockist, channel partners and other associated with it as its trading partners.

The Board also take this opportunity to thank all Stakeholders, Business Partners, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors Harsha Raghavan

Date: May 23, 2023 Chairman

Place: Gurugram (DIN: 01761512)

Mar 31, 2018

To the members of Jagsonpal Pharmaceuticals Limited

The Directors have the pleasure in presenting their 39th, Annual Report of the Company and the Audited Accounts, for the period ended 31st March, 2018.

Operations

Financial highlights

The financial performance of the Company is as under:

(Rs. in Lacs)

Particulars	Current Year	Previous Year
Sales	12660.42	14507.20
Operating Expenditure	11641.13	13883.46
Profit before interest, depreciation and tax	-1064.97	623.74
Financial Expenses	65.72	264.48
Depreciation	31.98	199.40
Profit before tax	-1162.67	159.86
Exceptional Items	-	1279.91
Provision for taxation		287.93
Profit after Tax	-1155.06	1186.47
Deferred Tax	-7.61	-34.73
Balance brought forward	4708.74	3522.27
Profit available for appropriation	3546.07	4708.74
Appropriations:
Proposed Dividend	26.20	26.20
Additional Income tax on Dividend	5.34	5.33
Transfer to General Reserve	0	20.00
Balance carried forward	3514.53	4657.21

During the period ended 31st March, 2018 the sales of the Company decreased to Rs. 12660.42 lacs from Rs. 14507.20 lacs as compared to period ended 31.3.2017. The Company incurred losses to the tune of Rs. 1155.06 lacs. The Board hopes to recover in the next financial year.

Dividend

Despite losses incurred, your Directors are pleased to recommend for your consideration a dividend of 2% out of reserves. This will absorb a sum of Rs.26,19,800.00 (Sum for previous period Rs. 26,19,800.00 exclusive of Corporate tax thereon).

Particulars of Loan, Guarantees or Investments

The Company has neither given any loans nor provided any guarantee to entities as per provisions of Section 186 of the Act.

Transfer to Reserve

During the year on account of losses, directors did not transfer any amount to reserves.

Fixed Deposit

The Company has not accepted any fixed deposits and, as such no amount of principal or interest was outstanding as of the balance sheet date

Directors

Mrs. Jasbir Kaur Kochhar, woman director, was appointed as director on 30^th September, 2017, whose tenure ceases on ensuing Annual General Meeting, being eligible for reappointment the board recommends her appointment as woman director from 39th AGM to 43 rd AGM.

Mr. Rajpal Singh Kochhar is interested director in this appointment. Mrs. Jasbir Kaur Kochhar is having inter - se - relationship mother - son.

Mr. Bharat SInh and Dr. Ishpal SIngh Ghai, Directors, are due for re-appointment from conclusion of this 39th Annual General Meeting till the conclusion of 43 rd Annual General Meeting of the Company. Board proposes their reappointment through Special Resolution.

Internal Financial control and its adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

Extract of Annual Return

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed is appended as Annexure - D to the Board Report.

Investor Education and Protection Fund

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting Audit Transfer and refund) rules, 2016 (âthe Rulesâ) all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after completion of seven years. Further, according to the rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends. Further the corresponding shares will be transferred as per the requirement of the IEPF rules, details of which are provided on our website.

Auditors & Auditorâs Reports

As per the provisions of Section 139 of the Companies Act, 2013 M/s H.L. Bansal & Co. Chartered Accountants were appointed as the Statutory Auditors of the Company for the period of five years.

The Auditors Report for fiscal 2018 does not contain any Qualification, reservation or adverse remarks. Auditorsâ Report is enclosed with the financial Statements in this Annual Report.

Cost Auditors

The Board has subject to approval of Central Government re-appointed Mr. Subhashis Patri as Cost Auditor for the year 2018-19. Their appointment is subject to ratification by shareholders.

Secretarial Auditors

Pursuant to provisions of Section 204 the Companies Act, 2013, and rules there under, the Board has appointed. Mr. Mukesh Arora, Practicing Company Secretary as Secretarial Auditors of the company for fiscal 2019.

The Secretarial Auditorsâ Report for the year 2017-18 has been received from the Secretarial Auditorsâ. The report does not contain any qualification, reservation or adverse remark. The report is annexed herewith as Annexure - C.

Energy, Technology & Foreign Exchange

As stipulated under the provisions of Section 134(3) the Companies Act, 2013, read with the (disclosure of particulars in the report of Board of Directors) rules, Annexure âAâ contains the particulars pertaining to Conservation of Energy, Technology absorption and Foreign Exchange earning and outgo.

Employees

The Company continued to maintain cordial relations with its employees at all levels. No man-days were lost during the period due to industrial strife. The information as required under the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, is enclosed in Annexure âBâ and forms part of this Report.

Corporate Governance

The Company is committed to good corporate governance in line with the Listing Agreement. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with NSE & BSE.

A certificate of compliance from M/s Mukesh Arora & Co., Practicing Company Secretary and the report on corporate Governance forms part of this Director Report.

Internal Control Systems and Risk Management :

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The committee will, on quarterly basis, provide status updates to the Board of Directors of the Company.

Directors Responsibility Statement

Pursuant to Section 133 of the Companies Act, 2013 and SEBI guidelines your Directors state that:

a In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b the Directors have selected such accounting policies and applied them consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the loss of the Company for the year ended on that date;

c 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;

d the Directors have prepared the annual accounts on a going concern basis;

e the Directors have laid down internal financial controls to be followed by the Company and that such systems are adequate and are operating effectively; and

f the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Implementation of Indian Accounting Standards

As per directive of concerned authorities of the Government, Company has complied with the Indian Accounting standards (IND AS) for the accounting period beginning from April 1 st, 2017 onwards, with comparatives for periods ending on 31st March, 2017.

Corporate Social Responsibility

The provisions of the Companies Act 2013 with respect to corporate responsibilities are not applicable on the Company

Contracts And Arrangements With Related Parties

In line with the requirements of the Companies Act, 2013 and LODR, your Company has formulated a policy on Related Party Transactions. All related party transactions that are entered into during the year, were on armâs length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at armâs length. Adequate disclosures have been made in Sch.-23.

Acknowledgement

The Board of Directors would like to record their appreciation and gratitude to all employees of the organisation for their active co-operation and involvement. Thanks are also due, to Jagsonpal customers, dealers, suppliers and bankers. The Directors also acknowledge with gratitude the valuable and timely advice, guidance and support received from Government authorities Securities and Exchange Board of India and Stock Exchanges in-functioning Company.

For and on behalf of the Board of Directors

RAJPAL SINGH KOCHHAR

Place : New Delhi Chairman & Mg. Director

Dated : 09/08/2018 (DIN 00059492)

Mar 31, 2016

Directorsâ Report

To the members of Jagsonpal Pharmaceuticals Limited

Your Directors have the pleasure in presenting their Annual Report of the Company and the Audited Accoutred for the period ended 3fct March, 20B.

Operations

Financial Highlights

The financial performance of the Company is as under

(Rs. in Lacs)

Particulars	Current Year	Previous Year
Sales	448.92 3	909.0
Operating Expenditure	3 72.08	3025.38
Profit before interest, depreciation and tax	246.84	883.72
Financial Expenses	529.70	445.86
Depreciation	309.36	270.69
Profit before Tax	407.53	B7.7
Provision for taxation	8151	33.43
Deferred Tax	0.60	16.62
Profit after tax	325.42	17.1
Balance brought forward	3248.38	3 82.71
Profit available for appropriation Appropriations:	3 573.80	3299.82
Proposed Dividend	26.20	26.20
Additional Income tax on Dividend	d 5.33	5.24
Transfer to General serve	20.00	20.00
Balance carried forward	3522.27	3248.38

During the period ended ^s3 March, 2016 sales of the Company were Rs. 14418.92 lacs as compared Rs.3909.0 lacs for the year ended 31 March, 205. The profit before tax increased from Rs167.7Lacs Rs.407.53 lacs during the year. During the year 2015 the economy was in consolidation phase. However, the pharmaceutical industry has shown promising future ah The profits were higher during the year, due to covered new areas and change of product mix.

The Board is pleased to place on record that product from the new manufacturing facility are being w received in the domestic and international market your Company will reap the benefits in coming year

Management Discussions & Analysis Report

Indian Pharma Industry Scenario

The Indian pharmaceuticals market is the gets in term -1 of volume and 3^th largest in terms of value. India is the largest provider of generic drugs globally, with the Indian generics accounting for 20 per cent of global exports in terms 37 volume. Of late, consolidation has become an important {characteristic of the Indian pharmaceutical market a; the industry is highly fragmented.

India enjoys an important position in the global pharmaceuticals sector. The country also has a large pool of scientists and engineers who have the potential to steer the :industry ahead to an even higher level.

The Indian pharma industry, which is expected to grow over 15 per cent per annum between 2015 and 2020, will outperform the global pharma industry, which is set to grow at an annual rate of 5 per cent between the same period.

Presently the market size of the pharmaceutical industry in India stands at US$ 20 billion. As on March 204, Indian pharmaceutical manufacturing facilities registered with the US Food and Drug Administration (FDA) stood at 523, highest for any country outside the US.

Domestic pharmaceutical market grew at a CAGR of 2 per cent year-on-year in February 2015, broadly in line with the average of 12.9 per cent since April 2015. Indian pharmaceutical firms are eyeing acquisition opportunities in Japans growing generic market as the Japanese government aims to increase the penetration of generic drugs to 60 per cent of the market by 207 from 30 per cent in 204, due to ageing population and rising health costs.

India has the largest number US FDA compliant plants. The industry is expected to reach US$ 55 million by 2C20, of which US$ 30 million will be for exports.

Indiaâs biotechnology industry comprising biopharmaceuticals, bio-services, bio-agriculture, bio-industry and bioinformatics is expected grow at an average growth rate of around 30 per cent a year and reach US$ 00 bil ion by 2025.

Government Initiatives

The Addendum 205 of the Indian Pharmacopoeia (IP) 204, .published by the Indian Pharmacopoeia Commission (IPC) on behalf of the Ministry of Health & Family Welfare, is expected to play a significant role in enhancing the quality of medicines that would in turn promote public health and accelerate the growth and development of pharmaceutical sector.

The Government of India unveiled Pharma Vision 2007 pimed at making India a global leader in end-to-end drug manufacture. Approval time for new facilities has been reduced to boost investments. Further, the government _UNDEReduced mechanisms such as the Drug Price Control Order _an_d the National Pharmaceutical Pricing Authority to deal . WITH the issue of affordability and availability of medicines.

Some of the major initiatives taken by the government to promote the pharmaceutical sector in India are as follows:

Indian Pharmaceutical Association (IPA), the professional association of pharmaceutical companies of India with the increase of field force by 30% during H15-F, resulting in better penetration of the Tier II and III owns.

Cautionary Statement

in India, plans to prepare data integrity guidelines which will help to measure and benchmark the quality of India companies with global peers.

- The Government of India plans to incentivize bulk during manufacturers, including both state-run and private companies, to encourage Make in India â program and , reduce dependence on imports of active pharmaceutical ingredients (API), nearly 85 per cent of which come from China.

- The Department of Pharmaceuticals has set up an in ministerial co-ordination committee, which would periodically review, coordinate and facilitate the resolution of the issues and constraints faced by t Indian pharmaceutical companies. ¹

- The Department of Pharmaceuticals has planned â launch a venture capital fund of Rs 1000 crore (US$ 54 million) to support start-ups in the research and development in the pharmaceutical and biotech industry

- Indian and global companies have expressed F5 . investment intentions worth Rs 1000 crore (US$ 4672million) in the pharmaceutical sector of Gujarat. The memorandums of understanding (MoUs) would b signed during the Vibrant Gujarat Summit.

- Telangana has proposed to set up Indiaâs largest integrated pharmaceutical city spread over 1000 acres , near Hyderabad, complete with effluent treatment plan and a township for employees, in a bid to attract investment of Rs 30,000 crore (US$ 4.41 billion) in phases. ^;

Key issues and challenges on âThe Domestic Frontâ:

The Indian government and the drug industry are headed yet another collision course after the acrimonious legal tusk over the approval of hundreds of drugs based on fixed dos combinations.

Indian drug companies may seek legal intervention against the recent decision of the National Pharmaceutical Price Authority (NPPA) to cut prices of medicines that w already sold below the minimum bar set by the principle watchdog. NPPA, on its part, has asserted that it would its ground should the issue go to court as its notification correct as per law and upholds consumer interest.

Outlook

The company increased its field force by nearly 50% during 205-5 dramatically widening the reach of its products to , newer territories and new customers. Due care has been that while inducting better talent and this will have a strop positive impact on the business generation.

Specialty products having high per prescription return have been launched in the last quarter of 2015-]5, which will reach its true potential in the next fiscal. In keep with the current market trends, products catering to hi end Gynaecologists and IVF specialists have been launched

The flagship division of the company will be further Certain statement with respect to Management Discussion me analysis and may be forwarded looking and are stated is required by the applicable laws and regulations. The future ^results of the Company may be affected by many factors, which could be different from what the Directors envisage netters of future performance and outlook.

Dividend

Your Directors are pleased to recommend for your consideration a dividend of 2 %. This will absorb a sum. of Rs. 26,P,8C(y- (Sum for previous period Rs. 2^^9800/-) $cursive of Corporate tax thereon.

particulars of Loan, Guarantees or Investments

The Company has neither given any loans nor provided my guarantee to entities as per provisions of Section E5 of the Act.

Directors

Mrs. Jasbir Kaur Kochhar, woman director, was appointed is woman director on 30/09/2015 , whose tenure ceases of ensuing Annual General Meeting, being eligible for re- ippointment, the board recommends her re-appointment as TO man director.

Mr. Rajpal Singh Kochhar is interested director in this appointment. Mrs. Jasbir Kaur Kochhar has inter -se -relationship mother -son. Auditors or

M/s. P P. Thukral & Co., Chartered Accountants, ret re as editors at the ensuing Annual General Meeting and are eligible for re-appointment as Auditors.

C_ost Auditors

PKfe Board has subject to approval of Central Government, ^re-appointed Mr. S. N. Balasubramanian as Cost Auditor Â§3r the year 2015-F. And _retrial Auditors

Pursuant to provisions of the Companies Act, 203, The Company is required to appoint Secretarial Auditors. Mr. Mukesh Arora, Practicing Company Secretary is appointed Â® Secretarial Auditor of the Company.

Ti secretarial auditors - report for the year 205-5 has been deprived from the Secretarial Auditors. The report does not contain any qualification, reservation or adverse remark. The export is annexed herewith as Annexure - C n

Energy, Technology & Foreign Exchange tag stipulated under the provisions of the Companies Act, gH- read with the (disclosure of particulars in the report fry Board of Directors) rules, Annexure A- contains the particulars pertaining to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo. Employees

The Company continued to maintain cordial relations w its employees at all levels. No man-days were lost dur the period due to industrial strife. The information as red under the Companies Act, 203, read with the Companies (Particulars of Employees) Rules, is enclosed in Annexe Bâ and forms part of this Report.

Corporate Governance

The Company is committed to good corporate governance in line with the Listing Agreement. The Company is compliance with the provisions on corporate govern an specified in the Listing Agreement with NSE & BSE.

A certificate of compliance from M/s Mukesh Arora & Practicing Company Secretary and the report on Corporate Governance forms part of this Directors Report.

Directors Responsibility Statement

Pursuant to Section 34 of the Act, your Directors state a In the preparation of the annual accounts for the ended 3st March, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are material departures from the same;

b the Directors have selected such accounting policies a applied them consistently and have made judgement and estimates that are reasonable and prudent so a; give a true and fair view of the state of affairs ( Company as at March 3} 206 and of the profit of tl Company for the year ended on that date;

c the Directors have taken proper and sufficient car the maintenance of adequate accounting records accordance with the provisions of the Act f safeguarding the assets of the Company and f preventing and detecting fraud and other irregularities

d the Directors have prepared the annual accounts o going concern basis;

e the Directors have laid down internal financial control to be followed by the Company and that such inter financial controls are adequate and are operative effectively; and

f the Directors have devised proper systems to penneâs compliance with the provisions of all applicable law and that such systems are adequate and operation effectively.

Internal Control Systems and Risk Management :

The Company has devised and implemented a mechanise for risk management and has developed a Risk Management Policy. The committee will, on quarterly basis, provide state updates to the Board of Directors of the Company.

Corporate Social Responsibility

The provisions of the Companies Act 2013 with respect

Extract of Annual Return

Extract of Annual Return of the Company is annexed lager with as Annexure D to this report

Contracts And Arrangements With Related Parties During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the pol cy of the Company on materiality of related party transaction. _e

Acknowledgement

For and on behalf of the Board of Directors

_: RAJPAL SINGH KOCHHAR

Place : New Delhi Chairman & Mg. Director

Dated : 30¹ May 206 (DIN 00059492)

Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting their 35th, Annual Report of the Company and the Audited Accounts, for the period ended 31st March, 2014.

Financial highlights

The financial performance of the company is as under:

(Rs. in Lacs)

Particulars Current Previous Year Year

Sales 14540.57 17037.53

Operating Expenditure 13466.71 15999.80

Profit before interest, depreciation and tax 1073.86 1037.73

Financial Expenses 538.19 513.35

Depreciation 282.54 270.76

Profit before Tax 253.13 253.62

Provision for taxation 50.63 50.72

Deferred Tax -9.57 19.64

Profit after tax 212.07 183.26

Balance brought forward 3143.89 3132.87

Profit available for appropriation 3355.96 3316.13

Appropriations: - -

Proposed Dividend 130.99 130.99

Additional Income tax on Dividend 22.26 21.25

Transfer to General Reserve 20.00 20.00

Balance carried forward 3182.71 3143.89

Operations

During the period ended 31st March, 2014 sales of the Company were Rs. 14540.57 lacs as compared to Rs. 17037.53 lacs for the year ended 31st March, 2013. The profit before tax decreased marginally from 253.62 lacs to Rs. 253.13 lacs during the year but the net profit of the Company during the year increased to Rs. 212.07 Lacs from Rs 183.26 Lacs from the pervious year.

During the year 2013-14 the economy was in consolidation phase. The pharmaceutical industry has also shown promising future ahead. However, the profits were lower due to high materials cost owing to rise in price of materials; higher manpower cost and coverage of newer areas and change of product mix.

The Board is please to place on record that products from the new manufacturing facility are being well received in the domestic and international market and your Company will reap the benefit in coming years.

Dividend

Your Directors are pleased to recommend for your consideration a dividend of10%. This will absorb a sum of Rs. 130.99,000 (Sum for previous period Rs. 1,30,99,000/- exclusive of Corporate tax thereon).

Fixed Deposits

The Company does not have any unclaimed overdue deposits as of date, as per the Companies Act, 2013 all the deposits shall be repaid upto 31.03.2015 in Compliance of the Companies Act, 2013.

Directors

Mr. Bharat Sinh, Mr. Govind Deo and Dr. Ishpal Singh Ghai are Independent directors on the Board for more than one year and are eligible for reappointment as per SEBI Circular no. CIR/CFD/POLICYCELL/2/14 dated 17.04.2014 for a further terms not exceeding five years. Dr. S. K. Goyal has completed 9 years and shall hold office for a term up to five consecutive years on the Board of a company and shall be eligible for re- appointment for another term of not exceeding five consecutive years on the passing of a special resolution by the members.

Attention of the members is invited to the Notice of the Annual General Meeting regarding appointment of Directors.

None of the directors is interested except the persons referred above for appointment/r appointment.

Corporate Governance

As per the listing agreement with the Stock Exchanges, your Company has complied with the regulations of Corporate Governance. A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance and also a Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

Auditors

M/s. P.P. Thukral & Co., Chartered Accountants retire as auditors at the ensuing Annual General Meeting and are eligible for re-appointment as Auditors.

Cost Auditors

The Central Government has approved the appointment of Mr. S.N. Balasunbramanian, Cost Accountant for conducting Cost Audit for the financial year 2014-15. The Board has subject to approval of Central Government re-appointed Mr. S. N. Balasubramanian as Cost Auditor for the year 2014-15.

Secretarial Auditors

Pursuant to provisions of the Companies Act, 2013, The Company requires to appoint Secretarial Auditors. Mr. Mukesh Arora, practicing Company Secretary is appointed as Secretarial Auditors of the Company.

Energy, Technology & Foreign Exchange

As stipulated under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the (disclosure of particulars in the report of Board of Directors) rules, 1988, Annexure ''A'' contains the particulars pertaining to Conservation of Energy, Technology absorption and Foreign Exchange earning and outgo.

Directors Responsibility Statement

The Company complies with accounting and financial reporting requirements in respect of the financial statements for the year under review. Pursuant to Section 217 (2AA) of the Companies Act, 1956 read with general circular under the Companies Act, 2013 in respect of the annual accounts for the under review, based on the representations received from the operating management, the Directors confirm that:

1. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. The accounting policies are consistently applied and reasonable, prudent judgements and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the period.

3. Sufficient care has been taken 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;

4. The annual accounts have been prepared on a going concern basis.

Employees

The Company continued to maintain cordial relations with its employees at all levels. No man-days were lost during the period due to industrial strife. The information as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is enclosed in Annexure ''B'' and forms part of this Report.

Corporate Social Responsibility

The provisions of the Companies Act 2013 are not applicable on the Company as the Company operations do not come under the ambit of CSR Definition/norms.

Acknowledgement

The Board of Directors would like to record their appreciation and gratitude to all employees of the organisation for their active co-operation and involvement. Thanks are also due, to Jagsonpal customers, dealers, suppliers and bankers.

For and on behalf of the Board of Directors

Place : New Delhi. Rajpal Singh Kochhar Dated : 30th May, 2014 Chairman & Managing Director

Mar 31, 2013

To the members of Jagsonpal Pharmaceuticals Limited

The Directors have the pleasure in presenting their 34th, Annual Report of the Company and the Audited Accounts, for the period ended 31st March, 2013.

Financial highlights

The financial performance of the company is as under:

(Rs. in Lacs) Particulars Current Previous Year Year

Sales 17037.53 18066.52

Operating Expenditure 15999.80 16368.13

Profit before interest, dep. and tax 1037.73 1698.39

Financial Expenses 513.35 435.82

Depreciation 270.76 253.58

Profit before Tax 253.62 1008.99

Provision for taxation 50.72 201.80

Deferred Tax 19.64 61.51

Profit after tax 183.27 745.68

Balance brought forward 3132.87 2739.42

Profit available for appropriation 3316.19 3485.10

Appropriations :

Proposed Dividend 130.99 130.99

Additional Income tax on Dividend 21.25 21.25

Transfer to General Reserve 20.00 200.00

Balance carried forward 3143.89 3132.87

Operations

During the period ended 31st March, 2013 sales of the Company were Rs. 17037.53 lacs as compared to Rs. 18066.52 lacs for the year ended 31st March, 2012. The profit before tax decreased from Rs. 1008.99 lacs to Rs. 253.62 lacs.

During the year 2012-13 the economy was in consolidation phase. The pharmaceutical industry has also shown promising future ahead. However, the profits were lower due to high materials cost owing to rise in price of materials; higher manpower cost and coverage of newer area.

The Board is pleased to place on record that products from the new manufacturing facility are being well received in the market and your Company will reap the benefit in coming years.

Dividend

Your Directors are pleased to recommend for your consideration a dividend of 10%. This will absorb a sum of Rs. 1,30,99,000/- (Same for previous period Rs. 1,30,99,000/- exclusive of Corporate tax thereon).

Directors

Mr. A.C. Chakrabortti, Mr. Sukumar Mukhopadhyay,

Directors, resigned from company as directors. The Board of directors expressed thanks serving as senior directors and valueable guidances given to company and the Board during their tenure.

Dr S.K. Goyal, director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Directors recommend for re-appointment.

Mr. Govind Deo was appointed as additional director, his tenure ends on ensuing annual general meeting, being, eligible, offers himself for appointment.

Mr. Bharat Sinh, was appointed as additional director, his tenure ends on ensuing annual general meeting, being, eligible, offers himself for appointment.

Dr. Ishpal Singh Ghai, was appointed as additional director, his tenure ends on ensuing annual general meeting, being, eligible, offers himself for appointment.

None of the directors is interested except the persons referred above for appointment/reappointment.

Corporate Governance

As per the listing agreement with the Stock Exchanges, your Company has complied with the regulations of Corporate Governance. A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance and also a Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

Auditors

M/s. P.P. Thukral & Co., Chartered Accountants retire as auditors at the ensuing Annual General Meeting and are eligible for re-appointment as Auditors.

Cost Auditors

The Central Government has approved the appointment of Mr. S.N. Balasubramanian, Cost Accountant for conducting Cost Audit for the financial year 2012-13. The Board has subject to approval of Central Government re-appointed Mr. S. N. Balasubramanian as Cost Auditor for the year 2013-14.

Energy, Technology & Foreign Exchange

As stipulated under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the (Disclosure of Particulars in the Report of Board of Directors) rules, 1988, Annexure ''A'' contains the particulars pertaining to Conservation of Energy, Technology absorption and Foreign Exchange earning and outgo.

Directors Responsibility Statement

Your Directors confirm that:

1. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. The accounting policies are consistently applied and reasonable, prudent judgements and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the period.

3 Sufficient care has been taken 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;

4 The annual accounts have been prepared on a going concern basis.

Employees

The Company continued to maintain cordial relations with its employees at all levels. No man-days were lost during the period due to industrial strife. The information as required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is enclosed in Annexure ''B'' and forms part of this Report.

Acknowledgement

The Board of Directors would like to record their appreciation and gratitude to all employees of the organisation for their active co-operation and involvement. Thanks are also due, to Jagsonpal customers, dealers, suppliers and bankers.

For and on behalf of the Board of Directors

Rajpal Singh Kochhar

Place : New Delhi. Chairman & Managing

Dated : 30th May, 2013 Director

Mar 31, 2010

The Directors have the pleasure in presenting their 31st Annual Report of the Company and the Audited Accounts, for the period ended 31 st March, 2010. Financial highlights The financial performance of the company is as under:

(Rs. in Lacs)

Particulars Current Previous Year Year

Sales 14318.55 14201.48

Operating Expenditure 12710.42 12628.72

Profit before interest, dep. and tax 1608.13 1572.76

Financial Expenses 349.62 457.93

Depreciation 208.50 124.98

Profit before Tax 1050.01 989.85

Provision for taxation 72.46 319.30

Deferred Tax 53.35 16.95

Fringe Benefit Tax - 36.37

Profit after tax 924.20 617.23

Balance brought forward 1802.24 1311.64

Profit available for appropriation 2726.44 1928.87 Appropriations:

Proposed Dividend 130.99 65.50

Additional Income tax on Dividend 21.76 11.13

Transfer to General Reserve 200.00 50.00

Balance carried forward 2373.69 1802.24

Operations

During the period ended 31st March, 2010 sales of the Company were Rs. 14318.55 lacs as compared to Rs. 14201.48 lacs for the year ended 31st March, 2009. The profit before tax increased from Rs. 989.85 lacs to Rs. 1050.01 lacs. The Net Profits of the Company after meeting the tax liabilities registered a 49.73% increase.

During the year 2009-10 the economy was still recovering from the world wide recession. The effect of recession was severe across all the industries. The pharmaceutical industry was also adversely affected. Your company has been able to achieve better results and consolidated its position despite lower growth rate of the industry in general and adverse impact caused by recession. It was sheer determination and hard labour put in by the management and staff, which saw us sail through severe competition.

The Board is pleased to place on record that products from the new manufacturing facility at Pantnagar, Uttarakhand, which started production in April 2009, are being well received in the market and your Company will reap the benefit in com ing years.

Dividend

Your Directors are pleased to recommend for your consideration a dividend of 10%. This will absorb a sum of Rs. 1,30,99,000/- (Sum for previous period Rs. 65,49,500/- exclusive of Corporate tax thereon).

Employees

The Company continued to maintain cordial relations with its employees at all levels. No man-days were lost during the period due to industrial strife. The information as required under Section 217 (2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is enclosed in ATmexure B and forms part of this Report.

Directors

Mr. SukumarMukhopadhyay, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Corporate Governance

As per the listing agreement with the Stock Exchanges, your Company has complied with the regulations of Corporate Governance. A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as also a Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto.

Auditors

M/s. P.P. Thukral & Co., Chartered Accountants retire as auditors at the ensuing Annual General Meeting and are eligible for re-appointment as Auditors.

Energy,Technology & Foreign Exchange

As stipulated under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, Annexure A contains the particulars pertaining to Conservation of Energy, Technology absorption and Foreign Exchange earning and outgo.

Directors Responsibility Statement

Your Directors confirm that:

1. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. The accounting policies are consistently applied and reasonable, prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the period.

3. Sufficient care has been taken 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;

4. The annual accounts have been prepared on a going concern basis.

Acknowledgment

The Board of Directors would like to record their appreciation and gratitude to all employees of the organisation for their active co-operation and involvement. Thanks are also due, to Jagsonpal customers, dealers, suppliers and bankers.

Place : New Delhi J. S. Kochhar

Dated: 13th August, 2010 Chairman

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